TCR_Public/030812.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 12, 2003, Vol. 7, No. 158   

                          Headlines

A NOVO: Committee Brings-In Navigant as Forensic Accountants
ACT MANUFACTURING: Court to Consider Liquidating Plan Tomorrow
ACTERNA CORP: Overview & Summary of Joint Chapter 11 Plan
AFC ENTERPRISES: Delivers Audit Investigation Report to Nasdaq
AIR 2 US LLC: S&P Downgrades Ratings on All Series A to D Notes

AIR CANADA: ALPA Wants Monitor to Handle Equity Solicitation
ALAMOSA HOLDINGS: Second Quarter Net Loss Narrows to $19 Million
ALLEGHENY ENERGY: Fitch Assigns BB- Rating to 11-7/8% Notes
ALLIED PRODUCTS: Supplemental Sale Pact Hearing Set for Thursday
ALLIANCE GAMING: Unit Strikes Supply Contract with Majestic Star

AMERCO: Reiterates Intention to Repay Creditors in Full
AMERCO: Committee Hires Shea & Carlyon as Local Counsel
AMERICA WEST: Reports Best June Operating Statistics in a Decade
AMERICAN CELLULAR: Consummates $900MM 10% Senior Notes Offering
AMERICAN DAIRY: Shoos-Away HJ & Associates as External Auditors

ARGONAUT: S&P Affirms & Removes Counterparty Ratings from Watch
ARMSTRONG HOLDINGS: Second Quarter Operating Loss Tops $33 Mill.
ARMSTRONG: Lease Decision Period Extended Until Dec. 15, 2003
BIO-RAD LABS.: Selling $225 Million of Senior Subordinated Notes
BRIDGEWATER SPORTS ARENA: Case Summary & 20 Unsecured Creditors

BRIGGS & STRATTON: S&P Revises BB+ Rating Outlook to Positive  
BURLINGTON IND.: Plan's Classification and Treatment of Claims
COCHRAN CORP: Voluntary Chapter 11 Case Summary
COLLINS & AIKMAN: Weak Credit Measures Spur S&P to Cut Ratings
COLUMBIA LABORATORIES: June 30 Net Capital Deficit Hits $13 Mil.

CONSECO FINANCE: Settles Green Tree Class Action Litigations
CONSECO INC: Wants Lease Decision Time Extended Until Dec. 14
COVANTA ENERGY: Intends to Assume Lake County Service Agreement
CROMPTON: Weak Earnings Prompt S&P to Cut Credit Rating to BB+
DEX MEDIA: S&P Assigns BB- Corp. Credit & $2B Facility Ratings

DILMUN CAPITAL: S&P Hatchets Mezzanine Notes' Rating to B
DOBSON COMMS: Exchange Offer for 9.50% Notes Expires Today
DOMAN INDUSTRIES: Tricap's Restructuring Proposal Lapses
DOW CORNING: Professional Fees Top $200 Million Mark
DUNHILL RESOURCES: Involuntary Chapter 11 Case Summary

DYNEGY: S&P Assigns B- Rating to New Senior Secured Notes
EAGLE-PICHER: Completes New $275 Million Senior Credit Facility
ELCOM INT'L: June 30 Balance Sheet Upside-Down by $1 Million
FLEMING: SUPERVALU Inks LOI to Acquire Fleming Assets from C&S
FLEMING COS.: Keen Realty Selling Fleming Stores at 61 Locations

FLEMING COMPANIES: Court Approves Termination Pact with Glass
GAP INC: Reports Improved Net Sales Results for July 2003
GMAC COMMERCIAL: Fitch Drops Class N Notes Rating to D
GRAPHIC PACKAGING: Completes Merger Transaction with Riverwood
GRAPHIC PACKAGING: S&P Assigns Ratings After Merger Completion

HEALTHSOUTH CORP: Selling Doctors' Hospital to Baptist Health
HOUSTON EXPLORATION: Elects Stephen McKessy to Board of Directors
ICOS CORP: $279MM Convertible Subordinated Notes Gets CCC Rating
K & F INDUSTRIES: S&P Affirms BB- Corporate Credit Rating
KAYDON: S&P Assigns BB+ Corp. Credit and BB- Sub. Debt Ratings

KINGSWAY FINANCIAL: Reports Improved June Quarter Fin'l Results
KMART HOLDINGS: Files Q1 Financial Statements on SEC Form 8-K  
LAIDLAW INC: Resolves Bank of New York's Allowed Claims
LANCE TRUST: Fitch Hatchets 2 Leveraged Asset Notes Rating to B-
LEAP WIRELESS: Cricket Wants Edge Designated as 'Stalking Horse'

LORAL SPACE: Successfully Lauches Exchostar IX/Telstar Satellite
LYONDELL: Says Financials Unaffected by Millenium's Restatement
MANGUM FUNERAL HOME: Case Summary & 13 Largest Unsec. Creditors
MIRANT CORP: Court Approves GECF Mastercard Secured Credit Pact
MOBILE COMPUTING: Convertible Debentures to Mature Today

MOTIENT CORP: Unit Inks Pact to Sell Assets to Nextel Comms.
MOUNTAIN RIDGE ESTATES: Case Summary & 3 Largest Unsec. Creditors
MSX: Reports Improved Ops. Results Due to Cost Cutting Efforts
NATIONSRENT INC: Court Approves Caterpillar Financing Agreement
NEUCOM INC: Case Summary & 10 Largest Unsecured Creditors

NEXTMEDIA OPERATING: Second Quarter Net Loss Narrows to $3 Mill.
NLINE CORPORATION: Case Summary & 20 Largest Unsecured Creditors
NQL INC: Files Chapter 11 Plan and Disclosure Statement in N.J.
NRG ENERGY: Secures Court's Nod to Use Lenders' Cash Collateral
NVIDIA CORP: Second Quarter 2004 Results Show Better Performance

ONE PRICE CLOTHING: Reports Weaker Second Quarter Sales Results
OREGON STEEL: S&P Withdraws Ratings at Company's Request
OWENS CORNING: Wants Nod to Assume Amended BOC Supply Agreement
OXFORD AUTOMOTIVE: S&P Assigns Various Lower-B Level Ratings
PAYLESS SHOESOURCE: July Same-Store Sales Increased 2.8 Percent

PG&E NATIONAL: US Trustee Appoints Senior Noteholders' Committee
PILLOWTEX CORP: Hires Logan & Company as Claims & Noticing Agent
PRINCETON VENTURES: Hires Epstein Weber as New External Auditors
PUBLICARD INC: June 30 Net Capital Deficit Narrows to $920,000
RELIANCE GROUP: Friede Goldman Wants to Commence Rule 2004 Exams

REUNION INDUSTRIES: Has Until Nov. 23 to Meet Nasdaq Guidelines
SAFETY-KLEEN CORP: Post-Confirmation Directors for New Holdco
SATCON TECHNOLOGY: Ability to Continue Operations Uncertain
SEA CONTAINERS: Completes Asset Sale Transaction with Windwood
SK GLOBAL: Final Hearing on Togut Segal Engagement on August 20

SPEIZMAN IND.: Listing on Nasdaq SmallCap Extended to Sept. 29
STORAGENETWORKS: Nasdaq to Delist Shares Effective August 18
SUN HEALTHCARE: June 30 Balance Sheet Upside-Down by $196 Mill.
TECSTAR INC: Files Liquidating Plan and Disclosure Statement
TELESYSTEM INT'L: S&P Upgrades Junk Corp. Credit Rating to B-

TELETECH HOLDINGS: Will Publish Second Quarter Results Thursday
UNICCO SERVICE: Arranges Credit Facility Refinancing with CIT
UNIFORET INC: Satisfies All Conditions to Implement CCAA Plan
UNITED AIRLINES: Wants Approval to Continue Mercer's Engagement
UNITED INDUSTRIES: June 30 Net Capital Deficit Narrows to $63MM

U.S. ENERGY: Subsidiary to Sell Certain Assets to Cactus Group
WACKENHUT CORRECTIONS: Reports Improved Second Quarter Results
WESTAR ENERGY: Second Quarter Results Show Marked Improvement
WILLIAMS SCOTSMAN: Proposed $150MM Senior Notes Get B+ Rating
WINSTAR: Ch. 7 Trustee Asks Court to Clear P&T Supply Settlement

WORLDCOM INC: Wants Nod to Rationalize International Operations
XM SATELLITE RADIO: Second Quarter Net Loss Balloons to $164MM

* Large Companies with Insolvent Balance Sheets

                          *********

A NOVO: Committee Brings-In Navigant as Forensic Accountants
------------------------------------------------------------
The Official Committee of Unsecured Creditors of A Novo Broadband,
Inc., asks for authority from the U.S. Bankruptcy Court to retain
Navigant Consulting, Inc. as its forensic accountants.

In this case, as in many other cases, one important estate asset
is the right to pursue avoidance actions under Chapter 5 of the
Bankruptcy Code and other applicable laws.  Another important
estate asset is the right to pursue actions to equitably
subordinate or recharacterize certain claims against the Debtor's
estate.  The Committee -- whose constituency has a significant
interest in the outcome of such litigation -- is willing and well-
suited to pursue these actions.  The Committee indicates it will
also file a motion seeking authority to pursue the Debtor's
avoidance actions.

The Committee notes that Litigation of this nature requires an
analysis of the Debtor's books and records, various public and
private financial documents, and a fair amount of forensic
accounting work.  In order for the Committee to perform properly
the functions and duties vested in it by the Bankruptcy Code, and
specifically to meaningfully assist in the process of bringing
these actions, it is essential that it have the expertise and
advice of experienced forensic accountants.  The Committee
believes Navigant is well-suited -- far more so than the
Committee's lawyers -- to conduct these analyses.  To that end,
the Committee desires to employ Navigant to perform these
services.

Navigant will be compensated for its work at its standard hourly
rates of:

          directors           $350 to $400 per hour
          principals          $275 to $350 per hour

Navigant has indicated that its hourly rate will likely average
$200 per hour.

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.


ACT MANUFACTURING: Court to Consider Liquidating Plan Tomorrow
--------------------------------------------------------------
On June 18, 2003, the U.S. Bankruptcy Court for the District of
Massachusetts, Western Division, ruled on the adequacy of the
Second Amended Disclosure Statement prepared by ACT Manufacturing
and its debtor-affiliates to explain their Second Amended Joint
Chapter 11 Liquidating Plan.

The Court found that the Disclosure Statement contains the right
kind and amount of information, pursuant to Sec. 1125 of the
Bankruptcy Code, to allow creditors to make informed decisions
about whether to accept or reject the Debtors' Plan.

The Honorable Joel B. Rosenthal will convene a hearing tomorrow at
9:00 a.m. Eastern Time to consider confirmation of the Debtors'
Plan.  

Act Manufacturing, Inc., is a global provider of value-added
electronic manufacturing services to original equipment
manufacturers in the networking and telecommunications, high-end
computer and industrial and medical equipment markets. The
Debtors filed for chapter 11 protection on December 21, 2001
(Bankr. Mass. Case No. 01-47641).  Richard E. Mikels, Esq., at
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, represents the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $374,160,000 in total
assets and $231,214,000 in total debts.  


ACTERNA CORP: Overview & Summary of Joint Chapter 11 Plan
---------------------------------------------------------
Prior to filing for chapter 11 protection, Acterna Corp. and its
debtor-affiliates concluded that all parties-in-interest would be
best served by a pre-negotiated Chapter 11 case that would permit
them to emerge with minimal additional disruption to operations.  
As a result, the Debtors and their professionals engaged in
extensive negotiations with the steering committee for the Senior
Lenders regarding the terms of a pre-negotiated reorganization
plan.

The Debtors believe that the Plan adequately outlines the means
for satisfying claims against and equity interests in them and
will enable them to successfully reorganize and accomplish the
objectives of Chapter 11.  Pursuant to the Plan, the Secured
Lenders under a May 23, 2000 Bank Credit Agreement, among Acterna
LLC, as borrower and a consortium of lenders led by JPMorgan
Chase Bank, as administrative agent, Credit Suisse First Boston,
as syndication agent and JPMorgan Chase Bank and Deutsche Bank
Trust Company Americas, as co-documentation agents, will apportion
among themselves:

     (i) 100% of the shares of the New Common Stock; and

    (ii) $75,000,000 in principal amount of the New Secured Term
         Notes.

The Debtors entered into the Bank Credit Agreement to finance the
acquisition of Wavetek Wandel Golterman -- at the time, the
world's second largest communications test company -- and to
provide additional working capital.  The Bank Credit Agreement
originally consisted of:

   * $585,000,000 in term loans;

   * $175,000,000 in revolving credit facility, including
     $35,000,000 in letters of credit; and

   * EUR108,375,000 in an additional term loan -- German Term
     Loan Facility -- pursuant to which a EUR110,000,000 letter
     of credit was issued as collateral for the German Term Loan.

The Senior Lender Claims aggregate $700,915,210.  On the
Effective Date, the Senior Lenders will become the new owners of
Acterna and any excess cash available on the Effective Date will
be distributed ratably to the Senior Lenders.  In the event that
the Debtors receive net cash proceeds from the sale of
substantially all of the equity or assets of Itronix or da Vinci
Corporation, a portion of the net cash proceeds will be
distributed pro rata to each Senior Lender.

Unsecured Creditors will receive their Ratable Proportion of the
lesser of $5,000,000 and 10% of the aggregate Allowed General
Unsecured Claims.  However, the amount distributed for Allowed
General Unsecured Claims will not be less than $3,500,000.  
Holders of the Debtors' 12% Convertible Senior Secured Notes due
2007 and May 21, 1998 Subordinated Notes may swap debts for new
warrants to purchase up to 5.0% of the shares of New Common Stock
if they vote to accept the Plan.  Otherwise, they get nothing.  
All other prepetition creditors, including, Securities Litigation
Claimants and Equity Interest holders, recover nothing.

The Debtors deem that the financial restructuring contemplated
under the Plan will reduce their outstanding debt obligations to
levels more consistent with their business operations and
projected financial performance.  The financial restructuring
contemplated under the Plan will enhance the Debtors' ability to
effectively compete and maintain critical relationships with
their suppliers and retail vendors.

                       Acterna Corporation
                     Projected Balance Sheet
           Assuming an October 1, 2003 Emergence Date
                     (dollars in thousands)

                                 Pre-Emergence    Post-Emergence
                                 -------------    --------------
ASSETS
Current Assets
   Cash and equivalents                $95,076           $50,000
   Trade accounts receivable            48,141            48,141
   Inventories, net                     45,294            49,294
   Other current assets                 35,717            29,231
                                 -------------    --------------
Total current assets                   224,228           176,666
Property plant and equipment, net       78,428            51,928
Reorganization value in excess
   of identifiable assets                    -           216,770
Other assets                            29,862             8,564
                                 -------------    --------------
Total non-current assets               108,290           277,262
                                 -------------    --------------
Total assets                          $332,518          $453,928
                                 =============    ==============

LIABILITIES AND EQUITY
Current Liabilities
   Accounts payable and
      accrued liabilities              $74,914           $70,643
   Accrued interest                      1,617             1,617
   Other current liabilities            20,846            20,846
                                 -------------    --------------
Total current liabilities               97,377            93,106
Restructured German Term Debt           94,874            91,572
New Secured Term Notes                       -            75,000
Other debt                              20,003            20,003
Deferred compensation                   74,209            74,209
Other long-term liabilities              6,613             6,613
                                 -------------    --------------
Total liabilities                      293,076           360,503

Liabilities subject to compromise
   Accounts payable                     25,307                 -
   Accrued interest                     19,265                 -
   Debt                                842,574                 -
   Other                                75,128                 -
                                 -------------    --------------
Total liabilities subject
   to compromise                       962,274                 -

Shareholders' equity (deficit)        (922,832)           93,425
                                 -------------    --------------
Total liabilities & equity            $332,518          $453,928
                                 =============    ==============

                    Issuance of New Securities

Pursuant to the Plan, existing promissory notes, share
certificates, bonds and all other instruments or documents
evidencing any Claim or Equity Interest will be cancelled.  On
the Effective Date, the Reorganized Debtors will issue new
securities.  All shares of the New Common Stock will be issued to
holders of Senior Lender Claims.  These shares will constitute
100% of the shares of the New Common Stock outstanding as of the
Effective Date, subject to dilution by (i) any shares issued in
connection with the New Warrants, and (ii) Employee Equity to be
issued in connection with the New Management Incentive Plan.  New
three-year Warrants to purchase up to 5% of the Acterna Common
Stock may be issued.  Each Warrant will be exercisable to acquire
one share of Acterna Common Stock.

                $75,000,000 New Secured Term Notes

Reorganized Acterna LLC will issue secured term notes for
$75,000,000 on the Effective Date pursuant to the Plan, with
these terms:
  
   Agent:               JPMorgan Chase Bank
  
   Maturity:            Five years after the Effective Date
  
   Interest rate:       12.00%, to accrue and compound monthly
                        -- 2% paid currently in Cash, 10% accrued
                        and payable at maturity

   Excess Cash Flow:    50% of excess cash flow from domestic
                        operations will be applied as a mandatory
                        prepayment, on an annual basis

   Covenants:           Minimum EBITDA, total leverage ratio and
                        interest coverage; baskets for asset
                        sales, permitted liens and other standard
                        covenants

   Reporting:           Standard monthly reporting, quarterly
                        delivery of 26-week rolling cash flow  
                        statement
  
   Ranking:             Pari passu with the obligations of the
                        guarantors under the Restructured German
                        Term Debt

   Collateral:          If Exit Facility is in effect on the
                        Effective Date, a second priority lien on
                        and security interest in substantially
                        all of the Debtors' assets, including a
                        pledge of (i) 100% of the equity
                        interests of the Reorganized Debtors, and
                        (ii) not more than 66% of the equity
                        interest of any foreign subsidiaries.
                        Otherwise, a first priority lien on and
                        security interest in substantially all of
                        the Debtors' assets.
  
   Governing Law:       State of New York

           EUR82,498,945 Restructured German Term Debt

Acterna International GmbH (Germany), a non-Debtor affiliate, is
the borrower under the German Term Loan and the primary obligor
under the German L/C.  Acterna International GmbH owns the
primary foreign subsidiaries in the Communications Test business.

The Plan contemplates the restructuring of the German Term Loan
for EUR82,498,945 on the Effective Date pursuant to these terms;

   Issuer:              Acterna International GmbH or a new
                        entity to be determined with Senior
                        Lenders' consent

   Agent:               JPMorgan Chase Bank

   Lenders:             Each German L/C Participant on the
                        Effective Date

   Maturity:            Co-terminus with maturity of the New
                        Secured Term Notes, i.e., five years
                        after the Effective Date

   Amortization:        Bullet amortization on the fifth
                        anniversary of the Effective Date

   Excess Cash Flow:    On an annual basis, 50% of excess cash
                        flow, if any, from the German Borrower's
                        operations will be applied as a mandatory
                        prepayment

   Interest rate:

                  Period                            Rate
                  ------                            ----
   From the Effective Date through 3/31/05    LIBOR plus 2.00%
   From 4/1/05 through 3/31/06                LIBOR plus 2.50%
   From 4/1/06 through 9/30/06                LIBOR plus 3.00%
   From 10/1/06 through 3/31/07               LIBOR plus 3.50%
   From 4/1/07 through Maturity Date          LIBOR plus 4.50%

   Covenants:           Covenants for international operations to
                        be agreed upon by JPMorgan and the
                        Debtors

   Reporting:           To be determined

   Ranking:             Pari passu with the obligations of the
                        guarantors under the New Secured Term
                        Notes

                        Senior unsecured obligation of German
                        Borrower

   Collateral:          Second priority lien on and security
                        interest in all of the Debtors' assets,
                        including, without limitation, up to 100%
                        of the equity interest of any first tier
                        subsidiaries of the Reorganized Debtors,
                        provided, however, that in the event the
                        Debtors do not enter into an Exit
                        Facility, the lien on all of the Debtors'
                        assets will be first priority,

                        Additional collateral to be agreed upon
                        by the Debtors and JPMorgan

   Governing Law:       State of New York

            Valuation of Communications Test Business

At the Debtors' request, Miller Buckfire Lewis Ying & Co., LLC,
the Debtors' financial advisors, prepared an estimated enterprise
value of the Reorganized Debtors' Communications Test business
unit, inclusive of all Communications Test operations.  Miller
Buckfire's valuation analysis excludes the Itronix and da Vinci
business units since the Debtors are currently marketing and may
divest them before the Effective Date.  This valuation analysis
aims to determine value available for distribution to creditors.

The valuation of the Reorganized Debtors' Communications Test
business unit assumes an October 1, 2003 Effective Date and is
based on an enterprise valuation analysis Miller Buckfire
prepared in July 2003.  Miller Buckfire calculated the enterprise
value of Communications Test to be within a range of $200,000,000
to $300,000,000, with a mid-point value of $250,000,000.  Subject
to the divestitures of the Debtors' Itronix and da Vinci business
units, the Debtors project that they will be able to retain
$50,000,000 in cash upon emergence from Chapter 11.  The Debtors
assumed that $30,000,000 of this amount is excess cash, above
amounts necessary to operate the business, resulting in an
estimated enterprise value of the Reorganized Debtors of
$230,000,000 to $330,000,000, with a $280,000,000 mid-point
value.

Based on the estimated enterprise value, the $75,000,000
principal amount of the New Secured Term Notes to be issued
pursuant to the Plan, the $91,572,000 principal amount of the
Reinstated German Term Debt and the $20,003,000 principal amount
of other Non-Debtor Affiliate debt outstanding on the Effective
Date, the Reorganized Debtors' equity value, at the midpoint of
Miller Buckfire's enterprise valuation range, is assumed to be
$93,425,000.  Based on the distribution of 5,000,000 shares of
New Common Stock to holders of Senior Lender Claims under the
Plan, the value per share of New Common Stock, at the midpoint of
the enterprise valuation range, is $18.68 per share.  

                   Distributions Under the Plan

Payments and distributions to holders of Allowed Administrative
Expense Claims, Allowed Priority Tax Claims, Allowed Non-Tax
Priority Claims, Allowed Other Secured Claims, Allowed General
Unsecured Claims, Allowed Convertible Notes Claims, Allowed
Subordinated Notes Claims and Senior Lender Claims will be made
on the Effective Date.  All Plan distributions will be made by a
Disbursing Agent.  The Disbursing Agent will not be required to
provide any bond, surety or other security for the performance of
its duties and, in the event that the Disbursing Agent is so
otherwise ordered, all costs and expenses of procuring any bond,
surety or other security will be borne by Reorganized Acterna.

                 Termination of the DIP Agreement

On the Effective Date, all obligations of the Debtors under the
DIP Agreement will be refinanced under an Exit Financing Facility
or otherwise satisfied in full in accordance with the terms of
the DIP Agreement.  Any letters of credit issued pursuant to the
DIP Agreement that have not expired will be:

    (i) replaced with letters of credit issued as a part of the
        refinancing or any other Exit Facility; or

   (ii) cash collateralized at 105% of the face amount of the
        letters of credit.

Upon satisfaction in full of all obligations under the DIP
Agreement, all liens and security interests granted to secure the
obligations will be deemed terminated and will be of no further
force and effect.

                Alternatives to Plan Confirmation

If the Plan is not confirmed and consummated, the Debtors'
alternatives include:

                 (A) Liquidation Under Chapter 7

The Chapter 11 cases may be converted to cases under Chapter 7 of
the Bankruptcy Code in which a trustee would be elected or
appointed to liquidate the Debtors' assets.  The Debtors believe
that liquidation under Chapter 7 would result in:

   -- smaller distributions being made to creditors than those
      provided for in the Plan because of additional
      administrative expenses attendant to the appointment of a
      trustee and the trustee's employment of attorneys and
      other professionals;

   -- additional expenses and claims, which would be generated
      during the liquidation and from the rejection of leases
      and other executory contracts in connection with the
      cessation of the Debtors' operations; and

   -- the failure to realize the greater, going concern value of
      the Debtors' assets.

The Debtors have prepared a Liquidation Analysis which estimates
the net proceeds that would be realized if their assets were
liquidated under Chapter 7.  The Liquidation Analysis assumes a
12-month liquidation period and is based on the projected book
values as of September 30, 2003.  Any difference in the values
between the projected values and the actual values on the start
of the liquidation process would result in a variance to the
estimated recoveries.

                           Projected
                           Book Value     Average      Estimated
                             As of       Estimated    Liquidation
                           9/30/2003   Recovery Rate     Value
                           ----------  -------------  -----------
COMMUNICATIONS TEST
PROCEEDS
FROM LIQUIDATION
Cash & equivalents           $35,192        100%        $35,192
Trade accounts
   receivable, net            22,614         68%         15,474
Inventories, net              17,144         48%          8,167
Deferred income taxes              -          0%              -
Taxes receivable                   -          0%              -
Prepaids & other
   current assets              8,246         16%          1,351
PP&E, net                     22,532         27%          6,179
Goodwill & intangibles        (1,448)        n/a          3,000
Deferred debt issuance
   costs, net                 16,862          0%              -
Other assets                   3,436          8%            279
                           ---------                  ---------
Total assets                $124,578                    $69,643
                           =========                  ---------

Other proceeds:
Itronix net liquidation
   proceeds                                              10,289
da Vinci net liquidation
   proceeds                                                 489
Proceeds from liquidation
   of non-debtors subs                                        -
Proceeds from avoidance
   and preference actions                                     -
                                                      ---------
Gross Asset
   Liquidation Value                                     80,421

Less costs associated
   with liquidation:
   Corporate expenses                                   (33,000)
   Retention                                             (3,750)
   Other professional fees                               (3,750)
                                                      ---------
                                                         39,921

Chapter 7 Trustee fees                                   (1,357)
                                                      ---------
Net estimated proceeds
   available for
   creditor distribution                                 38,564
                                                      ---------
Less Super Priority
   Liens - DIP fees                                        (123)

Net estimated proceeds
   available for secured
   creditor distribution                                 38,442
                                                      ---------
Estimated Senior Lender
   Claims                                               700,915
   % Recovery                                              5.48%
                                                      ---------
Net estimated proceeds
   After senior lender
   distribution                                               -
                                                      ---------
Estimated other
   secured claims                                        89,253
   % Recovery                                                 0%
                                                      ---------
Net estimated proceeds
   after secured
   creditor distribution                                      -
                                                      ---------
Less Chapter 11
   Administrative Expense
   Claims

Net estimated proceeds
   available for unsecured
   creditor distribution                                      -
                                                      ---------
Estimated unsecured claims                              225,822
Secured claim deficiency                                751,726
                                                      ---------
Total other secured,
   unsecured and
   deficiency claims                                    977,548
   % Recovery                                                 0%
                                                      =========

              (B) Alternative Reorganization Plans

If the proposed Plan is not confirmed, the Debtors or any other
party-in-interest could attempt to formulate a different plan of
reorganization.  This new plan might involve either a
reorganization and continuation of the Debtors' business or an
orderly liquidation of their assets.  The Debtors have concluded
that the Plan represents the best alternative to protect the
interests of creditors and other parties-in-interest.

In a Chapter 11 liquidation, the Debtors' assets would be sold in
an orderly fashion which could occur over a more extended period
of time than in a liquidation under Chapter 7, but a trustee need
not be appointed.  Accordingly, creditors would receive greater
recoveries than in a Chapter 7 liquidation.  But even if a
Chapter 11 liquidation is preferable to a Chapter 7 liquidation,
the Debtors believe that a Chapter 11 liquidation is a much less
attractive alternative to creditors.  Still the proposed Plan
provides a greater return to creditors. (Acterna Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AFC ENTERPRISES: Delivers Audit Investigation Report to Nasdaq
--------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCEE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM) and
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced that the
independent counsel to the Audit Committee of its Board of
Directors has delivered to the Nasdaq Listing Qualifications Panel
a report on its investigation into certain accounting issues, as
requested by the Listing Qualifications Panel.

AFC Enterprises, Inc. is the franchisor and operator of 4,006
restaurants, bakeries and cafes as of July 14, 2003, in the United
States, Puerto Rico and 35 foreign countries under the brand names
Popeyes(R) Chicken & Biscuits, Church's Chicken(TM), Cinnabon(R)
and the franchisor of Seattle's Best Coffee(R) in Hawaii, on
military bases and internationally. AFC's primary objective is to
be the world's Franchisor of Choice(R) by offering investment
opportunities in highly recognizable brands and exceptional
franchisee support systems and services. AFC Enterprises had
system-wide sales of approximately $2.7 billion in 2002 and can be
found on the World Wide Web at http://www.afce.com  

                        *     *     *

As reported in Troubled Company Reporter's July 18, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior secured bank loan ratings of AFC Enterprises
Inc., on CreditWatch with negative implications.


AIR 2 US LLC: S&P Downgrades Ratings on All Series A to D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
series of enhanced aircraft notes issued by Air 2 US LLC. Ratings
on the Series A enhanced equipment notes were lowered to 'BB-'
from 'BBB-'; Series B to 'B-' from 'B'; Series C to 'CCC-' from
'B-'; and Series D to 'CC' from 'CCC+'. All ratings remain on
CreditWatch with negative implications. This special-purpose
entity relies on lease rental payments on planes leased to United
Air Lines Inc. (rated 'D') and American Airlines Inc.
(B-/Negative/--).

"The downgrade of Air 2 US notes reflects the likelihood that
ongoing negotiations to restructure leases to United Air Lines
will materially reduce cash flows available to repay the notes,"
said Standard & Poor's Ratings Services credit analyst Philip
Baggaley. "Although the reduced lease rentals may be sufficient,
along with contracted payments from American Airlines, to repay
one or more classes of more senior notes, excess cash flow
coverage may be significantly reduced," the credit analyst
continued. Although American Airlines narrowly avoided bankruptcy
in April 2003, it appears that it would either return the planes
that it leases from Air 2 US or seek significantly reduced rental
rates if it were to enter Chapter 11 in the future.

Air 2 US is a Cayman Islands-based limited liability company that
in 1999 issued more than $1.1 billion of enhanced aircraft notes
whose repayment depends, among other factors, on the level of
lease rentals paid by United Air Lines to various financing
subsidiaries of Airbus Industries SAS. United leases 22 A320-200
jet aircraft from those Airbus units, representing more than half
of the total rentals related to this transaction, with the
remainder paid by American Airlines to lease 19 A300-600R planes
(one of which has since been removed due to its loss in an
accident) from other units of Airbus. In contrast to an enhanced
equipment trust certificate, planes repossessed from a bankrupt
airline lessee would not be sold, and therefore might later
generate higher lease revenues when the aircraft market recovers.
Airbus would direct the repossession and re-leasing of any
aircraft rejected in a bankruptcy of United or American.

Ratings remain on CreditWatch with negative implications, and
could be lowered further if negotiations with United lead to terms
that are less favorable than anticipated.


AIR CANADA: ALPA Wants Monitor to Handle Equity Solicitation
------------------------------------------------------------
Air Line Pilots Association, International asks Mr. Justice
Farley to direct Ernst & Young Inc., the Court-appointed Monitor
in Air Canada bankruptcy proceedings, to conduct, supervise and
manage the process by which the Applicants may solicit parties to
act as equity plan sponsor in their plan of arrangement.  ALPA
wants to prohibit the Applicants' management from engaging in any
communications, contact or investigation, with parties in relation
to soliciting, screening, planning or otherwise becoming involved
as an equity plan sponsor, unless Ernst & Young is advised in
advance and participates in any such communications, contact or
investigation.

Ken Rosenberg, Esq., at Paliare Roland Rosenberg Rothstein LLP,
in Toronto, Ontario, explains that any potential equity plan
sponsor will, in effect, become the "new owner" of the Applicants
and will necessarily be involved in developing the terms of the
Applicants' plan of arrangement.  The plan of arrangement will
necessarily affect the interests of ALPA's members as parties to
profit-sharing arrangements with the Applicants, and as
stakeholders with an interest in various pension, labor and other
issues that are affected by the Applicants' restructuring.  As a
result, the ultimate plan of arrangement will have a direct and
significant impact on ALPA's members, who have a real and
material interest in the ownership, equity structure and
governance of the Applicants, and hence, an interest in the
equity solicitation process.  

Mr. Rosenberg points out that ALPA has a reasonable and bona fide
concern with respect to the ability of the Applicants' incumbent
management to conduct an equity solicitation process that
balances competing interests in the manner required in the CCAA
proceedings.  The equity solicitation process brings into play
various issues, which gives ALPA cause for concern.  All
stakeholders are conflicted to the extent that they seek to
maintain -- or if possible, enhance -- their positions within the
CCAA proceedings.

As an example, Mr. Rosenberg cites that labor and other issues
ALPA and other unions raised against the Applications, and the
manner in which the Applicants have responded, shows that the
Applicants' incumbent management face significant challenges in
balancing various stakeholder interests.  The incumbent
management and the Applicants' Board of Directors are themselves
stakeholders in the process who may face conflicting interests in
dealing with potential investors.

ALPA is the trade union that acts as the collective bargaining
agent for pilots employed by Jazz Air Inc.  On June 3, 2003, ALPA
and Air Canada Jazz entered into a Letter of Understanding
regarding the allocation of aircraft between mainline and Jazz
operations as well as various productivity enhancements.  The LOU
provides that ALPA's member would participate in a profit-sharing
arrangement with the Applicants.  Although the particular terms
of the profit-sharing arrangement are yet to be determined, ALPA
holds final approval with respect to the terms of any such
arrangement.

"The equity solicitation process is an integral part of the
Applicants' restructuring, and necessarily requires a balancing
of competing interests.  As such, the equity solicitation process
must be fair, transparent, and open to key stakeholders such as
ALPA," Mr. Rosenberg says.

According to Captain Monty Allan, Vice Chairman of ALPA's Master
Executive Council, it is necessary that the terms of the profit-
sharing arrangement between ALPA and the Applicants be fleshed
out in advance of the plan of arrangement to ensure that the
profit-sharing arrangement will be the one that is a useful and
valuable incentive for ALPA members and sustainable on the
Applicants' part.  It is also critical to ensure that labor,
pension and operational issues will be addressed in a manner that
facilitates the successful development and implementation of the
Applicants' plan of arrangement.  

While Ernst & Young is involved in a limited extent, ALPA
understands that the Monitor is not participating at every stage
of the equity solicitation process -- nor does it have control.

"It is a company process and the Monitor may not be involved in
all discussions.  No other stakeholders are involved in the
equity solicitation process," Mr. Allan says.  Capt. Allan is an
Air Canada Jazz pilot.

In any event, ALPA wants the Applicants to advise interested
labor unions, in writing, of the identity and contact information
of any party the Applicants approached, or who approaches the
Applicants, in relation to the equity solicitation process.  ALPA
also wants the Applicants to be precluded from taking any steps
to prohibit, restrict, prevent or otherwise interfere with the
ability of any party involved in the equity solicitation process,
including those parties who are potential equity plan sponsors,
from communicating with any interested labor group. (Air Canada
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ALAMOSA HOLDINGS: Second Quarter Net Loss Narrows to $19 Million
----------------------------------------------------------------
Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO), the largest
(based on number of subscribers) PCS Affiliate of Sprint (NYSE:
FON, PCS), which operates the largest all-digital, all-CDMA Third-
Generation (3G) wireless network in the United States, reported
customer and financial results for the second quarter ended
June 30, 2003.

The Company reported net subscriber additions of approximately
24,000 during the second quarter of 2003, a 20 percent increase
over net subscriber additions in the second quarter of 2002.  
Total subscribers at June 30, 2003, were approximately 677,000, a
4 percent increase for the quarter.  The net loss for the second
quarter was $18.7 million compared to $30.5 million in the first
quarter of 2003 and a net loss of $28.7 million for the second
quarter of 2002.  The Company reported $30.2 million of EBITDA for
the second quarter of 2003 versus $17.1 million in the first
quarter of 2003 and $6.4 million in the same quarter one year ago.  
This represents a 77 percent increase over first quarter 2003
EBITDA and also exceeds the total reported EBITDA for all of 2002.

The Company also reported customer churn of approximately 2.5
percent for the second quarter of 2003, a decline from 3.0 percent
in the first quarter of 2003.  Due to the decline in customer
churn, the Company now expects customer churn to average less than
3.0 percent for 2003.  Fixed asset additions were $3.3 million
during the second quarter.  In other second quarter news, the
Company announced the successful swap of spectrum, by the PCS
Division of Sprint with AT&T Wireless, in the Company's Wisconsin
markets for spectrum in its New Mexico/Colorado markets.

"We are very pleased with our reduction in churn and our financial
results," said David E. Sharbutt, Chairman and Chief Executive
Officer of Alamosa Holdings, Inc.  "We are continuing to focus on
executing in every phase of our business and our positive
performance in the first half of 2003 continued to move our
company forward in the competitive operating environment of
wireless."

                      FINANCIAL HIGHLIGHTS

Total revenue for the second quarter was approximately $155.4
million, including subscriber revenue of $114.6 million, roaming
revenue of $35.0 million and product sales of $5.8 million.  The
Company reported a net loss for the second quarter of $18.7
million compared to $30.5 million in the first quarter of 2003 and
a net loss of $28.7 million for the second quarter of 2002.  
EBITDA was approximately $30.2 million for the second quarter of
2003 compared to approximately $17.1 million for the first quarter
of 2003 and approximately $6.4 million for the second quarter of
2002.  Revenue continues to be positively impacted by non-PCS
roaming revenues, which accounted for approximately 30 percent of
roaming revenue in the second quarter.  Expenses were also
positively impacted by a reduction in bad debt expense to
approximately 3.1 percent of subscriber revenues, due to the
decline in customer churn during the second quarter of 2003.  At
the end of the second quarter of 2003, Alamosa had available
funding of approximately $124 million. This included approximately
$89 million of cash and cash equivalents, approximately $10
million in restricted cash escrowed for the payment of bond
interest, and committed but unused credit facilities at the end of
the first quarter of $25 million, subject to certain restrictions.

Alamosa Holdings' June 30, 2003 balance sheet shows that its total
shareholders' equity has further shrunk to about $86 million from
about $134 million six months.

                         SPECTRUM SWAP

The Company benefited from a limited spectrum swap by the PCS
Division of Sprint with AT&T Wireless (NYSE: AWE) during the
second quarter of 2003.  The swap consisted of Sprint successfully
negotiating the exchange of 10 MHz of spectrum in the Wisconsin
markets of Appleton-Oshkosh, Green Bay, Madison, Sheboygan, Fond
du Lac and Manitowoc in exchange for AWE giving 10 MHz in
Albuquerque, Santa Fe and Farmington, New Mexico and Durango,
Colorado.  Prior to the swap, the Company operated with only 10
MHz in the Albuquerque, Santa Fe and Farmington, New Mexico and
Durango, Colorado markets.  The total average spectrum for the
company remains at 27MHz and allows for greater use in one of the
larger markets (Albuquerque-Santa Fe) served by Alamosa.

"With the help of the PCS Division of Sprint, we were able to gain
additional access to spectrum and to better position ourselves in
these markets," said Mr. Sharbutt.  "The reallocation allows us to
continue to focus on opportunities for growth without sacrificing
quality for our customers."

                        BUSINESS OUTLOOK

Alamosa is providing the following revised business outlook for
2003 which may be materially affected by competitive conditions,
continued development and acceptance of new 3G products and
services, changes in pricing plans, wireless number portability
and general economic conditions, among other things:

    * Full year 2003 EBITDA of approximately $90 million, revised
      upward from $80 million

    * Free cash flow positive for the full year of 2003, excluding
      cash interest to be paid out of escrow

    * Capital expenditures of $40-50 million

    * Penetration of Alamosa markets to be in the range of 6.2 to
      6.5 percent by year-end 2003

    * Churn averaging less than 3.0 percent for the year of 2003,
      revised from averaging 3.0 percent for the year of 2003

Alamosa Holdings, Inc., is the largest PCS Affiliate of Sprint
based on number of subscribers.  Alamosa has the exclusive right
to provide digital wireless mobile communications network services
under the Sprint brand name throughout its designated territory
located in Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah,
Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas,
Kansas, Illinois and California.  Alamosa's territory includes
licensed population of 15.8 million residents.

Sprint operates the largest, 100-percent digital, nationwide PCS
wireless network in the United States, already 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 Vision-enabled 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.

                         *     *     *

As reported in Troubled Company Reporter's June 16, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Alamosa Holdings Inc., and removed the rating
from CreditWatch, where it had been placed on June 26, 2002,
because of liquidity concerns stemming from operating weakness and
tightening bank covenants. The outlook is negative.

Total debt was about $877.4 million at the end of March 2003.


ALLEGHENY ENERGY: Fitch Assigns BB- Rating to 11-7/8% Notes
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Allegheny Energy
Inc.'s $300 million 11-7/8% convertible notes due 2008 and
Allegheny Capital Trust I's $300 million preferred securities. The
trust was formed to hold and pass through to the holders of the
preferred securities all of the economics and legal rights
associated with the notes and warrants issued by AYE to purchase
common stock of AYE.

The trust preferred securities will be convertible to shares of
AYE common stock at the option of the holder at a conversion price
of $12 per share. If AYE's share price reaches $15 for a specified
period of time, the securities will be mandatorily converted at
$12 per share. Payment obligations under the new notes that
provide the cash flows to support the trust preferred securities
are senior unsecured obligations of AYE but subordinated to the
AYE's existing credit facilities announced on Feb. 25, 2003. Fitch
rates AYE's bank credit facilities and senior unsecured notes
'BB'. The trust is placed on Rating Watch Evolving, reflecting the
status of AYE.

AYE's ratings consider the parent's continuing exposure to the
elevated default risk and liquidity issues afflicting unregulated
subsidiary Allegheny Energy Supply Co. LLC. (AE Supply). AYE's
Rating Watch Evolving status mainly reflects the current status of
AE Supply. AYE's ratings will be affected by events at AE Supply
through year-end 2003. The AYE group has yet to complete its
restatements of quarterly financial results for 2002 and issue its
2002 annual and 2003 quarterly statements. Without financial
statements, AYE or AE Supply cannot access the public markets,
sell certain assets or obtain Securities and Exchange Commission
approval to issue additional secured debt.

Positively, AE Supply has been making progress toward bolstering
its liquidity position to meet its 2003 year-end debt amortization
and working capital needs. The net proceeds of this trust
preferred transaction will be used to repay debt at AYE and AE
Supply, and for general corporate purposes. Recently, AE Supply
signed a definitive agreement to sell its energy supply contract
with the California Department of Water Resources and associated
hedge transactions to a division of The Goldman Sachs Group for
approximately $405 million. The closing of the transaction by
year-end 2003, as expected by the company, will clear a
significant liquidity hurdle for AE Supply and will have a
positive effect for the AYE group.

Allegheny Energy Inc. is a registered utility holding company,
which owns three regulated utilities, Monongahela Power, Potomac
Edison and West Penn Power and two non-utility subsidiaries. The
utilities deliver electric and gas service to 1.5 million
customers in parts of Maryland, Ohio, Pennsylvania, Virginia, and
West Virginia and 230,000 customers in West Virginia,
respectively. AYE's non-utility subsidiaries consist of Allegheny
Energy Supply Co. LLC, which develops, acquires, owns and operates
generating plants and is a marketer of electricity and other
energy products and Allegheny Ventures which is involved in
telecommunications and energy related projects.


ALLIED PRODUCTS: Supplemental Sale Pact Hearing Set for Thursday
----------------------------------------------------------------
Allied Products Corporation will appear on Thursday before the
Honorable Eugene Wedoff, U.S. Bankruptcy Court Judge for the
Northern District of Illinois, to seek approval of a Supplemental
Agreement to sell the Debtor's Prepetition Liability Insurance
Policies.

The Motion asks the Court to approve Allied's sale of some general
liability insurance policies back to its general liability
insurance carriers for $3.5 million.

The Sale Proceeds will be used to pay claims asserted against the
Debtor that are determined by the Court to be covered by one or
more of the policies.

Allied filed for Chapter 11 protection on October 2, 2000,
(Bankr. N.D. Ill. Case No. 00-28798).  Steven B. Towbin, Esq.,
and Matthew Swanson, Esq., at Shaw Gussis Fishman Glantz Wolfson
& Towbin LLC represent the debtor in its restructuring efforts.


ALLIANCE GAMING: Unit Strikes Supply Contract with Majestic Star
----------------------------------------------------------------
Alliance Gaming Corp.'s (NYSE: AGI) Bally Gaming and Systems
business unit has entered into a corporate agreement with The
Majestic Star Casino, LLC and its subsidiaries to supply the
company's casino properties in four jurisdictions with a complete
slot accounting, cashless and professional services solution.

Along with slot accounting and casino management solutions, the
agreement calls for Majestic Star to feature Bally eTICKET(TM),
the industry's leading single-wire, ticket-in, ticket-out cashless
product that will displace a competitive ticketing system at its
Majestic Star Casino in Gary, Ind. Marketing and bonusing products
such as ePROMO(TM) and eBONUS(TM) are also part of the agreement.

Work on displacing the current casino management systems at
Majestic Star and Fitzgeralds Casino in Tunica, Miss., will begin
in the coming weeks, followed by installations at Fitzgeralds
Casinos in Las Vegas and Black Hawk, Colo. The casino company
operates a total of approximately 4,500 slot machines at its four
properties in Nevada, Indiana, Mississippi and Colorado.

Recognized as the industry leader with approximately 240,000 game
monitoring units and 194 casino customers worldwide, the Bally
Systems product line offers slot machine cash monitoring,
accounting, security, maintenance, marketing, promotional and
bonusing capabilities, enabling operators to accurately analyze
performance and accountability while providing an enhanced level
of customer service.

Alliance Gaming is a diversified gaming company with headquarters
in Las Vegas. The Company is engaged in the design, manufacture,
operation and distribution of advanced gaming devices and systems
worldwide, and is the nation's largest gaming machine route
operator and operates two casinos. Additional information about
the Company can be found at http://www.alliancegaming.com

As reported in Troubled Company Reporter's July 7, 2003 edition,
Standard & Poor's Ratings Services affirmed Alliance Gaming Corp's
'BB-' corporate credit rating following Alliance's announcement
that it signed a definitive agreement to sell both its slot route
operations (United Coin Machine Co. and Video Services, Inc.) and
its German wall machine manufacturing (Bally Wulff) segments.

The 'BB-' bank loan and 'B' subordinated debt ratings also were
affirmed. The outlook is stable.


AMERCO: Reiterates Intention to Repay Creditors in Full
-------------------------------------------------------
Responding to inquiries resulting from the filing of Statements
and Schedules required by the United States Bankruptcy Court in
Reno, Nevada, AMERCO (Nasdaq: UHAEQ) reiterated its intention to
repay its creditors in full, pursuant to a full-value plan of
reorganization, without diluting the interests of its
shareholders.

The Statements and Schedules are not prepared on a GAAP basis and
do not reflect stockholders equity or net worth, because of the
inclusion in such Schedules of the Company's maximum potential
exposure under contingent and unliquidated lease guaranty claims
and the exclusion of the underlying leased assets held by non-
debtor subsidiaries. AMERCO believes that the fair value of such
underlying leased assets exceeds the related contingent lease
guaranty claims. While these claims are required to be included in
the Statements and Schedules under applicable bankruptcy rules,
they do not constitute debt of the Company, as was incorrectly
stated in some press reports.

If the contingent lease guaranty claims, which do not represent
GAAP indebtedness, were excluded, the Statements and Schedules
would reflect assets that are significantly in excess of the
Company's liabilities. For the GAAP presentation of the Company's
financial condition, interested parties should review the
Company's annual report on Form 10-K for the fiscal year ended
March 31, 2003, which will be filed shortly with the Securities
and Exchange Commission.

The Company has received a commitment from Wells Fargo Foothill
for a $300 million debtor-in-possession (DIP) financing facility,
and for a $650 million bankruptcy emergence facility. These
commitments provide the foundation upon which the Company will
build its reorganization plan.

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


AMERCO: Committee Hires Shea & Carlyon as Local Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of AMERCO seeks the
Court's authority to retain Shea & Carlyon, Ltd. as its local
counsel pursuant to Sections 327 and 328 of the Bankruptcy Code
and Rule 2014 of the Federal Rules of Bankruptcy Procedure, nunc
pro tunc to June 20, 2003.

As local counsel, Shea will:

    (a) protect and preserve the claims of the unsecured
        creditors as a class;

    (b) advise the Committee on the requirements of the
        Bankruptcy Code, the Federal Rules of Bankruptcy
        Procedure, the Local Bankruptcy Rules and the
        requirements of the U.S. Trustee pertaining to
        administration of a case under Chapter 11 of the
        Bankruptcy Code;

    (c) prepare motions, applications, answers, orders,
        memoranda, reports and papers in connection with
        representing the interests of the Committee; and

    (d) render other necessary advice and services as the
        Committee may require in connection with the bankruptcy
        case.

Ty E. Kehoe, Esq., at Shea & Carlyon, Ltd., in Las Vegas, Nevada,
relates that Shea is an expert in insolvency, business
reorganization and other debtor/creditor matters.  Members of
Shea have served as bankruptcy counsel to committees, creditors
and debtors in a number of insolvency cases.

According to Mr. Kehoe, Shea will seek compensation pursuant to
its hourly fees and reimbursement of its out-of-pocket expenses.
Shea's current hourly rates are:

    Professional               Position          Rate
    ------------               --------          ----
    James Patrick Shea         shareholder       $400
    Candace C. Carlyon         shareholder        400
    Ty E. Kehoe                shareholder        300
    Denise Abramow             counsel            310
    Randon Hansen              associate          240
    Shawn Miller               associate          225
    Jamieson N. Poe            associate          260
    Lissa Treadway             paralegal          150
    Anne Marie Boehmer         paralegal          150
    Leslie Dahl                legal assistant    125
    Jennifer Foskey            legal assistant    150
    Jennifer White             legal assistant    120

To the best of his knowledge, Mr. Kehoe informs Judge Zive that
neither Shea, nor any of its shareholders have any present
connection with the Committee, the Debtor, any creditor of the
estate, any party-in-interest, their attorneys or accountants,
the U.S. Trustee and any person employed in the Office of the
U.S. Trustee other than:

    (i) Candace C. Carlyon is married to Deputy District Attorney
        Robert J. Gower.  Mr. Gower works in the civil division of
        the Clark County District Attorney's Office wherein
        certain county agencies are or may become claimants of
        Amerco's estate.  However, Mr. Gower does not personally
        render services related to the bankruptcy claims;

   (ii) Wells Fargo Bank, NA is a client of Shea on matters
        unrelated to Amerco's bankruptcy case;

  (iii) IBJ Whitehall Bank & Trust Co. was a client of Shea in
        matters unrelated to Amerco's bankruptcy case;

   (iv) CIT Equipment Financing, Inc. was a client of Shea in
        matters unrelated to Amerco's bankruptcy case;

    (v) MBIA is a client of Shea on a matter unrelated to Amerco's
        bankruptcy case; and

   (vi) Shea has represented General Electric Capital Corporation
        in the bankruptcy case of Aladdin Gaming, LLC.  That
        representation has not concluded but is unrelated to
        Amerco's bankruptcy case.

Moreover, Shea is not a prepetition creditor and has never
represented Amerco.  Shea is also not an equity security holder
or an insider of Amerco.

                          *     *     *

Judge Zive authorizes the Committee to retain Shea & Carlyon as
local counsel effective as of June 20, 2003. (AMERCO Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AMERICA WEST: Reports Best June Operating Statistics in a Decade
----------------------------------------------------------------
America West Airlines (NYSE: AWA) ranked in the top three major
airlines in all operational statistics as stated in today's U.S.
Department of Transportation Air Travel Consumer Report.  As a
result, all 12,000 America West employees will receive the first
incentive bonus payment for meeting operational goals.

America West's on-time performance was 85.2 percent for the month
of June 2003, which is the best June performance since 1993.  
Customer complaints to the DOT dramatically declined 68.1 percent
to 0.61 per 100,000 passengers, which represents the airline's
best performance in this category since June 1996.  America West
also had a record 12 days with zero flight cancellations, which
resulted in the airline canceling only 0.2 percent of its flights
during the month of June.  Additionally, America West reported
3.12 mishandled bags per 1,000 passengers, a significant
improvement of 15.7 percent from June 2002.

"Our employees know that providing consistently strong operational
performance is important for the airline's success, and they have
proven once again that with their teamwork and dedication, America
West is an industry leader," said Jeff McClelland, executive vice
president and chief operating officer.

The airline implemented an incentive program in March 2003 to
reward employees based on operational performance statistics as
posted in the DOT monthly report.  The program is designed to
reward employees with a $50 payment every month in which America
West ranks among the top three major airlines in either on-time
performance and/or customer complaints. Additionally, for every
month America West ranks number one in on-time performance,
employees will be rewarded with $100.

"Our employees are very deserving of the performance bonuses they
will receive for the airline's outstanding operation in June.  We
look forward to making many more payments in the future," added
McClelland.

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines is the nation's second largest low-
fare airline and the only carrier formed since deregulation to
achieve major airline status. Today, America West serves 92
destinations in the U.S., Canada and Mexico.

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

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

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


AMERICAN CELLULAR: Consummates $900MM 10% Senior Notes Offering
---------------------------------------------------------------
American Cellular and ACC Escrow Corp., jointly announced that
they had consummated a private offering of $900 million aggregate
principal amount of 10% senior notes due 2011. The senior notes
will be issued at a price of 100 percent of par.

The notes were issued by ACC Escrow Corp., a recently formed
corporation that was organized to merge into American Cellular
Corporation as part of a previously announced plan to restructure
American Cellular's capital and indebtedness. Upon completion of
the restructuring, including the merger, the net proceeds from the
offering will be used to fully repay American Cellular's existing
bank credit facility and to pay all or a portion of the expenses
of the restructuring, with any remaining net proceeds to be used
for general corporate purposes. Until the restructuring of
American Cellular is completed or terminated, net proceeds from
the notes offering will be placed in escrow.

American Cellular is jointly owned by Dobson Communications
(Nasdaq:DCEL) and AT&T Wireless (NYSE:AWE).

The notes were sold only to qualified institutional buyers under
Rule 144A and to persons outside the United States under
Regulation S. The notes have not been registered under the
Securities Act of 1933 or under any state securities laws, and,
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns or manages wireless operations in
16 states. For additional information on the Company and its
operations, visit its Web site at http://www.dobson.net  

As reported in Troubled Company Reporter's July 17, 2003 edition,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Cellular Corp. to 'SD' from 'CC' and the
subordinated debt rating on the company to 'D' from 'C'. The
ratings have been removed from CreditWatch, where they were placed
April 5, 2002.

The rating actions followed the company's announcement of its
proposed restructuring, which would involve a tender offer of less
than full value for the company's approximately $700 million of
9.5% senior subordinated notes due 2009. The deal also proposes a
prepackaged bankruptcy plan if the tender offer is not successful.

The 'CC' bank loan rating on the company had been affirmed and was
also removed from CreditWatch. The outlook on the bank loan rating
is negative. The debt exchanged is viewed by Standard & Poor's as
tantamount to a default on the original debt issue terms.


AMERICAN DAIRY: Shoos-Away HJ & Associates as External Auditors
---------------------------------------------------------------
On August 5, 2003, HJ & Associates, L.L.C., the independent
certified public accountants and auditors of American Dairy, Inc.
for fiscal 2002, were dismissed by the Company from further audit
services to the Company. The dismissal was approved by the Board
of Directors of the Company.

The report dated March 7, 2003, of HJ & Associates, L.L.C. for
such fiscal year indicated conditions which raised
substantial doubt about the Company's ability to continue as a
going concern.

Effective August 5, 2003, Weinberg & Company, P.A., located at
6100 Glades Road, Suite 314, Boca Raton, Florida 33434 was engaged
by the Company to audit the consolidated financial statements of
the Company for its fiscal year ending December 31, 2003, and the
related statements of income, stockholders' equity, and cash flows
for the year then ending.

American Dairy's operations are conducted through its wholly-owned
subsidiary, Feihe Dairy, and Feihe Dairy's subsidiary, Sanhao
Dairy, both of which are enterprises organized and operating in
the People's Republic of China.  Feihe Dairy engages in the
production and distribution of milk powder, soybean milk powder
and dairy products in the PRC.  The principal activity of Sanhao
Dairy is the production and supply of processed milk to Feihe
Dairy.  


ARGONAUT: S&P Affirms & Removes Counterparty Ratings from Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its 'BB+' counterparty credit rating on Argonaut Group
Inc. (NASDAQ:AGII) and its 'BBB+' counterparty credit and
financial strength ratings on Argonaut's property/casualty
insurance subsidiaries because of Argonaut's substantially
improved capital position since the beginning of the year and the
expectation of further improvement in the second half of 2003.

Standard & Poor's also said that the outlook on all these
companies is negative.

"Underwriting results, which are benefiting from the improved
pricing environment, are expected to improve further in the second
half of 2003 and into 2004," said Standard & Poor's credit analyst
John Iten. "The resulting surplus growth will be required to
support increased business volume, particularly at the Colony
Group, which is benefiting from the very favorable pricing
environment in the excess and surplus lines market. However, if
other factors--such as additional reserve strengthening--offset
the expected benefit to surplus from improved underwriting
performance, the ratings would come under downward pressure,
which is why the outlook is negative."

Argonaut's acquisition of the Colony Insurance Group, which writes
surplus lines business, in mid-2001 has greatly reduced its
historical dependence on workers' compensation. Surplus lines
premiums constituted 41% of total gross written premium in 2002
and 49% in the first quarter of 2003. Argonaut expanded its
surplus lines presence in April 2002 with the acquisition of the
renewal rights of Fulcrum Insurance Co. from SCOR Group.
Argonaut's expansion into surplus lines appears to have been well
timed, and most of the company's future growth and earnings are
expected to come from these operations. Workers' compensation is a
decreasing portion of Argonaut's book of business. The company is
implementing a restructuring plan to focus on upper-middle-market,
loss-sensitive accounts and, effective March 31, 2003, it exited
the wrap-up and small commercial businesses.

Argonaut posted a $21 million pretax loss for 2002 versus a $3
million profit in 2001. Last year's results were hurt by reserve
strengthening for asbestos of $59.8 million and a $70 million
write-down of its deferred tax asset. Pretax income for the first
half of 2003 was $67.0 million, up from $20.1 million in the
prior-year period. Net income rose to $53.3 million from $13.6
million in the same period a year earlier, including net realized
gains of $44.1 million and $9.1 million in the respective years.
Earnings in the first half of 2003 included a reserve
strengthening charge for lines of business the company is exiting,
restructuring charges, and an increase in allowance for doubtful
reinsurance recoverables.


ARMSTRONG HOLDINGS: Second Quarter Operating Loss Tops $33 Mill.
----------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) reported
second quarter 2003 net sales of $826.9 million that were 0.1%
higher than second quarter net sales of $825.7 million in 2002.
Excluding the favorable effects of foreign exchange rates of $42.1
million, consolidated net sales decreased by 4.7%, primarily due
to lower sales volume.

An operating loss of $33.4 million was recorded for the second
quarter of 2003 compared to operating income of $55.6 million in
the second quarter of 2002. The decline in operating income was
primarily due to a non-cash charge in the second quarter of 2003
of $73 million related to management's current assessment of
probable asbestos-related insurance asset recoveries. Also
contributing to the decline in operating results were lower net
sales, excluding the effect of foreign exchange rates, and higher
raw material costs, particularly lumber, petroleum-based
materials, natural gas and higher costs of foreign sourced
products. In addition, there was a $7.1 million decrease in the
U.S. pension credit in the second quarter of 2003 as compared to
the prior year. Partially offsetting these costs increases were
lower selling, general and administrative costs.

At June 30, 2003, Armstrong Holdings' balance sheet shows a total
shareholders' equity deficit of about $1.3 billion.

                      Segment Highlights

Resilient Flooring net sales were $308.3 million in the second
quarter of 2003 and $304.0 million in the second quarter of 2002.
2003 sales compared to 2002 were favorably impacted by $12.8
million from the effects of foreign exchange rates in translation.
Operating income of $19.1 million in the quarter compared to
operating income in the second quarter of 2002 of $20.8 million.
This decrease was due to increases in raw material costs and
sourced product costs, and a shift in demand to lower margin
products, partially offset by lower SG&A expenses. Additionally,
2002 included $2.2 million of net restructuring charges.

Wood Flooring net sales of $181.6 million in the second quarter of
2003 decreased 4.4% from $190.0 million in the prior year. This
decrease was primarily driven by lower sales volume. Operating
income of $5.7 million in the second quarter of 2003 compared to
$18.5 million in the second quarter of 2002. The decline in
operating income was primarily attributable to increases in lumber
and manufacturing costs and lower sales volumes, partially offset
by lower selling expenses.

Textiles and Sports Flooring net sales of $67.1 million increased
in the second quarter of 2003 compared to $60.1 million in the
second quarter of 2002. Excluding the favorable effects of foreign
exchange rates of $15.3 million, net sales decreased 11.0% due to
weak European markets. An operating loss of $3.1 million in the
second quarter of 2003 was incurred compared to an operating loss
of $0.3 million in the second quarter of 2002. The increased loss
was due to lower sales volume and competitive pricing pressures,
partially offset by lower selling and advertising costs.

Building Products net sales of $216.7 million in the second
quarter of 2003 increased from $205.1 million in the prior year.
Excluding the favorable effects of foreign exchange rates of $14.1
million, sales would have decreased by 1.1%, primarily due to
lower sales volume in the commercial markets. Operating income
increased to $27.8 million from operating income of $24.5 million
in the second quarter of 2002. This increase resulted from
improved production expenses and lower SG&A spending, partially
offset by increased natural gas costs.

Cabinets net sales in the second quarter of 2003 of $53.2 million
decreased from $66.5 million in 2002 due primarily to reductions
in volume. An operating loss of $2.4 million in 2003 compared to
operating income of $0.6 million in the prior year. The operating
loss was predominantly due to the negative effects of lower
volume. Included in the 2002 operating income was a $2.5 million
write-down, resulting from the completion of a book-to- physical
inventory analysis, and an additional accrual for product claims
of $1.0 million.

                     Year-to-Date Results

For the six-month period ending June 30, 2003, net sales were
$1,601.8 million, an increase of 1.8% from the $1,573.7 million
reported for the first six months of 2002. Increases in Building
Products, and Resilient and Textiles and Sports Floorings were
partially offset by decreases in Cabinets and Wood Flooring.
Excluding the favorable effects of foreign exchange rates of $77.4
million, consolidated net sales decreased 3.0%.

An operating loss in the first half of 2003 of $22.1 million
compared to operating income of $96.1 million for the first six
months of 2002. This reduction was primarily due to the previously
mentioned non-cash charge related to management's current
assessment of probably asbestos-related insurance asset
recoveries. Also contributing to the decline were increased raw
material costs, a $13.5 million decreased U.S. pension credit and
lower sales volume, partially offset by decreased selling and
advertising expenses and lower production costs.

More details on the Company's performance can be found in its Form
10-Q, filed with the SEC Friday.

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., a global leader in the design and manufacture of
floors, ceilings and cabinets. In 2002, Armstrong's net sales
totaled more than $3 billion. Based in Lancaster, PA, Armstrong
has 59 plants in 14 countries and approximately 16,500 employees
worldwide. More information about Armstrong is available on the
Internet at http://www.armstrong.com  


ARMSTRONG: Lease Decision Period Extended Until Dec. 15, 2003
-------------------------------------------------------------
For the fifth time, Armstrong World Industries and its debtor-
affiliates obtained the Court's approval extending their deadline
by which they must decide whether to assume, assume and assign, or
reject unexpired non-residential real property leases.  The
Debtors' Lease Decision Period is now extended until December 15,
2003. (Armstrong Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


BIO-RAD LABS.: Selling $225 Million of Senior Subordinated Notes
----------------------------------------------------------------
Bio-Rad Laboratories, Inc. (Amex: BIO; BIO.B), a multinational
manufacturer and distributor of life science research products and
clinical diagnostics, agreed to sell $225 million aggregate
principal amount of its 7.50% Senior Subordinated Notes due 2013
in a private offering.

The Company intended to use the net proceeds from this offering to
fund the purchase of its outstanding 11-5/8% Senior Subordinated
Notes due 2007 pursuant to the tender offer announced by the
Company on July 17, 2003 and for general corporate purposes, which
may include acquisitions.

The new Senior Subordinated Notes have not been registered under
the Securities Act of 1933, as amended, or applicable state
securities laws, and will be offered only to qualified
institutional buyers in reliance on Rule 144A and in offshore
transactions pursuant to Regulation S under the Securities Act of
1933, as amended. Unless so registered, the new Senior
Subordinated Notes may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act and applicable state securities laws.

As reported in Troubled Company Reporter's July 30, 2003 edition,
Standard & Poor's Ratings Services assigned a 'BB-' rating to Bio-
Rad Laboratories Inc.'s $200 million senior subordinated
debentures due 2013 to be privately placed in reliance on Rule
144A. This new issue will be used to retire high-cost debt used to
fund the Pasteur Sanofi Diagnostics acquisition and to boost cash
balances. The 'BB+' corporate credit and 'BBB-' senior secured
ratings are affirmed. The outlook is stable.


BRIDGEWATER SPORTS ARENA: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Debtor: Bridgewater Sports Arena, L.P.
        1425 Frontier Road
        Bridgewater, New Jersey 08807

Bankruptcy Case No.: 03-35809

Type of Business: Recreational facility in Central New Jersey

Chapter 11 Petition Date: August 5, 2003

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Brian L. Baker, Esq.
                  Morris S. Bauer, Esq.
                  Ravin Greenberg, PC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: 973-226-1500

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
United Trust Bank                                     $210,783

Kent Doyle                                            $202,976

Gerard Chiara                                         $162,000

John Mele                                             $100,000       

Villa Pizza                                            $34,126

Fras-Air Contracting Inc.                              $30,961

Frieri Conroy & Lombardo                               $25,037

PSE&G                                                  $20,713

Best way Electric                                      $18,499

Tricorp Amusements Inc.                                $13,435

Wollmuth Maher & Deutsch LLP                           $12,436

Township of Bridgewater Sewer                          $11,973

Resurfix, Inc.                                          $9,064         

Reps Fitness Supply                                     $5,752

Elizabethtown Water Company                             $4,941

AHC                                                     $4,152

Wincross Warer Services, Inc.                           $3,136

Access Locksmith, Inc.                                  $3,049

Zone Systems, Inc.                                      $2,712

Atlantic Janitorial Services                            $2,439


BRIGGS & STRATTON: S&P Revises BB+ Rating Outlook to Positive  
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on air-
cooled gasoline engine maker Briggs & Stratton Corp., to positive
from stable. The company's 'BB+' corporate credit and senior
unsecured debt ratings were affirmed.

Briggs & Stratton had about $505 million of debt outstanding as of
June 29, 2003.

The outlook revision reflects the company's stronger than expected
financial performance and credit protection measures for the year
ended June 29, 2003.

The ratings on Wauwatosa, Wis.-based Briggs & Stratton reflect the
company's position as the world's largest producer of air-cooled
gasoline engines used primarily for the mass merchandise lawn and
garden power equipment market. This factor is offset by the mature
and competitive nature of the company's end markets and the high
degree of seasonality in its business. Briggs & Stratton's
financial profile improved in fiscal 2003 after the company
previously experienced significant weakness resulting from its May
2001 debt-financed acquisition of Generac Portable Products Inc.,
a manufacturer of portable generators, pressure washers, and
related accessories.

"Briggs & Stratton's market share continues to be strong; the
company holds an estimated 50% share of the worldwide market for 3
to 25 horsepower (hp) engines, and its products are used in more
than 50% of all residential lawn mowers in North America," said
Standard & Poor's credit analyst Jean C. Stout. "Still, the
industry is mature and competitive, characterized by slow growth
in end markets and by the increasing concentration of mass
merchandisers, which handle the distribution of more than 75% of
lawn and garden equipment in the U.S."

In addition, the company's performance is subject to substantial
seasonality. Historically, about one-third of sales and about one-
half of its income is generated during the fiscal third quarter
ending March. Consumer demand is affected by weather conditions,
which create uncertainty about replacement orders and inventory
levels. The Generac acquisition allowed Briggs & Stratton to enter
two end-market product lines, but it also added volatility to
Briggs & Stratton's business profile as the purchases of
generators and pressure washers are somewhat discretionary.
Moreover, generator sales are generally tied to severe weather
conditions.


BURLINGTON IND.: Plan's Classification and Treatment of Claims
--------------------------------------------------------------
Burlington Industries, Inc.'s First Amended Plan interchanged two
Classes of Claims:

A. Class 2: Other Secured Claims

   These are secured claims against any Debtor that are not
   classified in Class 3:

   (a) the Bank of America Claims for the Hedging Agreements,

   (b) secured property Tax Claims, and

   (c) secured mechanic's lien Claims.  

   This is an unimpaired claim.

B. Class 3: Prepetition Bank Claims

   These are secured claims, consisting of principal and interest
   at the non-default rate, arising under the Debtors'
   Prepetition Credit Facility.  This Class is being deemed
   impaired because the holders of Class 3 Claims have asserted a
   right to interest at the default rate under the Debtors'
   Prepetition Credit Facility.

        Summary of Classification and Treatment of Claims

As amended, the Claims and Interest Class will be treated as:

        Estimated
        Aggregate
Class   Liability      Claim Treatment
-----   ---------      ---------------
  1     $1,700,000 to  Each holder of an Unsecured Priority Claim  
        $2,000,000     will receive cash from BII Distribution  
                       Trust equal to the amount of the Allowed
                       Claim

                       100% Estimated Recovery

  2     $8,200,000 to  Each holder of an Other Secured Claim will  
        $8,500,000     receive cash from BII Distribution Trust
                       equal to the amount of the Allowed Claim.

                       100% Estimated Recovery

  3   $379,000,000 to  Each holder of a Prepetition Bank Claim,
      $382,000,000     consisting of principal and interests at
                       the non-default rate will receive cash
                       from BII Distribution Trust equal to the
                       amount of the Allowed Claim arising under
                       the Debtors' Prepetition Credit Facility.  

                       100% Estimated Recovery

  4   $405,000,000 to  Each holder of a General Unsecured Claim  
      $425,000,000     will receive in full satisfaction of all
                       of its Claims, cash from BII Distribution
                       Trust in the amount of the holder's Pro
                       Rata share of the Remaining Proceeds

                       42% Estimated Recovery

  5       $600,000 to  Each holder of a Convenience Claim will  
          $800,000     receive cash from BII Distribution Trust
                       equal to 45% of the claim amount in full
                       satisfaction of the allowed Claim,
                       subject to an aggregate cap of $350,000
                       to be distributed to Class 5 Holders.

                       45% Estimated Recovery

  6         N/A        No property will be distributed to Penalty
                       Claims.

                       0% Estimated Recovery

  7         N/A        No property will be distributed to or
                       retained by Burlington Companies on
                       account of Intercompany Claims.

                       0% Estimated Recovery

  8         N/A        No property will be distributed to or
                       retained by the holders of Equity
                       Interests.

                       0% Estimated Recovery
(Burlington Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


COCHRAN CORP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Cochran Corporation
        4311 Oak Lawn Avenue
        Suite 640
        Dallas, Texas 75219

Bankruptcy Case No.: 03-37944

Chapter 11 Petition Date: August 4, 2003

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Paul C. Allred, Esq.
                  Paul C. Allred, P.C.
                  6440 N. Central Expwy.,
                  Suite 501
                  Dallas, TX 75206
                  Tel: 214-448-9496
                  Fax: 214-826-8270

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


COLLINS & AIKMAN: Weak Credit Measures Spur S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Collins & Aikman Corp., to 'B+' from 'BB-'. At the same
time, Standard & Poor's lowered the ratings on the company's
senior secured bank credit facility to 'B+' from 'BB-' and on its
senior unsecured debt and subordinated notes to 'B-' from 'B'. All
ratings were removed from CreditWatch where they were placed on
May 16, 2003. The outlook is negative.

The downgrade reflects weakened credit protection measures for the
Troy, Michigan-based auto-supply company as a result of lower-
than-expected financial performance combined with difficult market
conditions.

"We do not see favorable prospects for significantly improved
credit measures over the near term, given expected pricing
pressures in the markets and the company's very high leverage,"
said Standard & Poor's credit analyst Nancy Messer.

Collins & Aikman is a major producer of interior trim products,
such as instrument panels, cockpits, carpet and floor mats, door
and luggage trim, convertible tops, and plastic components, sold
primarily to North American automotive original equipment
manufacturers (OEMs) for installation on light vehicles. It is the
No. 1 North American supplier of garnish trim and instrument panel
components and of integrated cockpit modules, a market that is
expected to show above-average growth during the next few years.
It is the No. 3 supplier of door trim and floor consoles.

The company will be challenged in the near-to-intermediate term by
the uncertain outlook for automotive production volumes,
continuing severe pricing pressure from manufacturers, and the
long-term market share decline of the U.S. OEMs. Mitigating these
risks are the favorable market positions held by Collins &
Aikman's products, a large installed manufacturing base that gives
the company sufficient scale to evoke significant operating
efficiencies, and strong positions on many of the top-selling
North American light vehicle platforms.

Standard & Poor's expects results to improve gradually at
underperforming facilities. Nevertheless, it appears that the
company's credit measures will remain under pressure through 2003,
given the extent of the challenges at troubled plants, production
volumes that are expected to fall below the 2002 level, and
pricing pressures.

Standard & Poor's does not expect Collins & Aikman to undertake
any significant acquisitions until its existing operations are
performing to appropriate levels for the rating.


COLUMBIA LABORATORIES: June 30 Net Capital Deficit Hits $13 Mil.
----------------------------------------------------------------
Columbia Laboratories (Amex: COB) announced financial results for
the second quarter and six months ended June 30, 2003.  For the
second quarter of 2003, the Company reported a loss of $4,366,608,
or $0.12 per share, on sales of $4,919,800, as compared to a net
loss of $4,855,498, or $0.14 per share, on sales of $2,455,149 in
the second quarter of 2002.

Second quarter 2003 net revenues reflected a 36% increase in sales
over first quarter 2003, as a result of increased sales of
Prochieve(TM) 8% (progesterone gel), Prochieve(TM) 4%
(progesterone gel), RepHresh(TM) Vaginal Gel and Advantage-S(R)
Bioadhesive Contraceptive Gel in direct response to the Company's
targeted promotion to OB/GYNs as well as increased sales of
products to marketing partners.

For the six-month period ended June 30, 2003, the net loss was
$9,070,678 or $0.26 per share on sales of $8,525,346 as compared
to a net loss of $8,236,441 or $0.25 per share on sales of
3,031,960 in the six months ended June 30, 2002. The 2002 second
quarter and six-month results reflect one-time expenses of
$3,610,511 resulting from a product recall in 2001 and a
litigation settlement in 2002.

Striant(TM) (testosterone buccal system) was approved by the FDA
on June 19, 2003 and launched in early third quarter.  Second
quarter and six-month results do not reflect any sales of Striant,
as initial shipments occurred in July, 2003.

Columbia ended the second quarter with $6.9 million in cash and in
July 2003, raised $26.3 million through the sale of 2,244,783
shares of its common stock to a group of institutional investors.

At June 30, 2003, Columbia's balance sheet shows a total
shareholders' equity deficit of about $13 million.

"The second quarter of 2003 was a very exciting quarter for
Columbia highlighted by the FDA approval of Striant(TM) on
June 19, 2003," said Columbia Laboratories CEO, President and
Chairman Fred Wilkinson. "Based on this approval, Columbia
successfully completed the expansion of its existing sales force
from 55 to 135 sales professionals and trained and deployed this
group behind our Women's Healthcare product line in early July.  
Our expanded Columbia sales force will commence marketing Striant
to endocrinologists, urologists and a select group of primary care
physicians who are critical to the success of Striant in early
September.  Distribution, managed care and thought leader programs
are already underway in support of this important product launch.  
We plan to leverage all the knowledge and commercial expertise
behind the solid launches of our Women's Healthcare line for the
launch of Striant."

Columbia Laboratories, Inc. is a U.S.-based international
pharmaceutical company dedicated to the development and
commercialization of women's health care and endocrinology
products, including those intended to treat male hypogonadism,
infertility, dysmenorrhea, endometriosis and other hormonal
deficiencies. Columbia is also developing a buccal delivery system
for peptides. Columbia's products primarily utilize the company's
patented Bioadhesive Delivery System (BDS) technology. For more
information, visit http://www.columbialabs.com

Columbia Laboratories is listed on AMEX Stock Market under the
trading symbol "COB".


CONSECO FINANCE: Settles Green Tree Class Action Litigations
------------------------------------------------------------
Conseco Finance Corp., and its debtor-affiliates ask Judge Doyle
to approve a settlement agreement to resolve class actions against
Conseco Finance Company that relate to its purchase of Green Tree
Financial Corp.  The Stipulation proposes to release all claims
against the Debtors while not requiring any funds from the estate.  
The entire $12,450,000, constituting the proposed settlement fund,
has already been funded by Conseco's non-debtor insurer, St. Paul
Mercury Insurance Company.

As the relevant claims period on the St. Paul Mercury directors
and officers liability policy expired five years ago, the cash
funded by St. Paul would not be available for any other claims
against the Debtors.

                 (1) The Stock Class Litigation

Around December 2, 1997, entities who purchased Green Tree
Financial common stock filed at least 25 actions.  In June 1998,
the Court consolidated the actions into the Stock Litigation and
appointed Lead Plaintiffs and Lead Counsel.  On August 28, 1998,
the Stock Lead Plaintiffs filed a Consolidated Amended Complaint
asserting claims against Conseco directors and officers and the
Individual Stock Defendants.

                (2) The Options Class Litigation

On December 3, 1997 the lawsuit entitled Stuart I. Friedman, et
al. v. Green Tree Financial Corp., et al., Civil Action No. 97-
2894 (JRT/RLE), was filed.  The Lawsuit asserted claims connected
to the purchase or sale of options in Green Tree common stock.  
In June 1998, the Court appointed Options Lead Plaintiffs and
Options Lead Counsel.  In September 1998, the Options Lead
Plaintiffs filed an Amended and Consolidated Complaint asserting
claims against Conseco directors and officers and against the
Individual Options Defendants.

All Defendants moved to dismiss the Stock Complaint and the
Options Complaint and the Court granted the motion to dismiss
with prejudice.  The Plaintiffs appealed to the United States
Court of Appeals for the Eighth Circuit.  The Court of Appeals
reversed the dismissal and remanded the action to the district
court for further proceedings.  On April 2, 2002, Green Tree and
the Individual Stock Defendants answered the Stock Complaint.  
Subsequently, the Court certified the Litigation as a class
action.

On April 8, 2002, Green Tree and the Individual Options
Defendants moved to dismiss the Options Complaint.  On July 29,
2002, the Court denied the motion to dismiss.  Thereafter, the
Stock Lead Plaintiffs, the Options Lead Plaintiffs and the
Defendants commenced negotiations concerning a potential
settlement of the Actions.

In the Stipulation, the Parties agree that:

   (a) every Litigation Participant fully and forever releases
       Conseco and all Defendants;

   (b) each Plaintiff acknowledges that it may have sustained  
       Released Claims which may give rise to additional damages
       in the future.  Plaintiffs waive all rights to the
       releases of unknown claims;

   (c) each Plaintiff agrees not to sue any of the Released
       Persons;

   (d) St. Paul Mercury Insurance Company, on behalf of Green
       Tree and the Individual Defendants will fund the
       Settlement with $12,450,000; and

   (e) if the Settlement is terminated, the Settlement Fund will
       be returned to St. Paul Mercury with interest.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Doyle that the Stipulation, as funded by St. Paul Mercury,
requires no payment by the Debtors.  Litigating the dispute with
the Stock Class and the Options Settlement Class would be time
consuming and costly with an uncertain outcome. (Conseco
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


CONSECO INC: Wants Lease Decision Time Extended Until Dec. 14
-------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge  
Doyle, that the Conseco Debtors continue to evaluate each of their  
numerous unexpired non-residential real property leases to
determine which leases to assume or reject.  Given the complexity  
of the Debtors' cases and considering the protracted nature of  
the recent confirmation hearings on the Holding Company Debtors'  
restructuring plan and the CFC Debtors' liquidating plan, Mr.  
Sprayregen maintains that the Debtors will need additional time  
to ensure that reasoned, fully informed decisions are made  
regarding the assumption or rejection of Unexpired Leases.

The Debtors ask the Court to extend their lease decision deadline  
through and including the earlier of:

   -- the effective date of the CFC Debtors' liquidating plan,  
      with respect to the CFC Debtors' leases;

   -- the effective date of the Holding Company Debtors' plan  
      with respect to the Holding Company Debtors' leases; or  

   -- December 14, 2003.

The Debtors assure the Court that another extension will not  
adversely affect the landlords.  The Debtors have made and  
anticipate continuing to make monthly rent payments attributable  
postpetition as required under Section 365(d)(3) of the Bankruptcy
Code.  If each of the Debtors' plans are confirmed, Mr. Sprayregen
also notes that the extension period will be brief, minimizing any
potential loss to the landlords.

Judge Doyle will consider the Debtors' request at a hearing on  
August 20, 2003 at 11:00 a.m. in Chicago, Illinois. (Conseco
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


COVANTA ENERGY: Intends to Assume Lake County Service Agreement
---------------------------------------------------------------
Vincent E. Lazar, Esq., at Jenner & Block, LLC, in Chicago,
Illinois, tells the Court that in the mid-1980s, Lake County, a
municipal entity under the laws of the State of Florida, found it
increasingly difficult to provide adequate, environmentally sound
solid waste disposal services at a reasonable cost.  After
studying this problem, Lake County determined that the combustion
of solid waste to produce energy represented an environmentally
sound solid-waste disposal solution.  Because Lake County lacked
the ability to design, construct and operate a waste-to-energy
facility, it sought out Covanta Energy's expertise, and in 1988,
the parties entered into a waste-to-energy service agreement.  

Under the Service Agreement, the Debtors were obligated to
design, construct and then operate a waste-to-energy facility in
Lake County.  The Debtors are required to make substantial up-
front performance, to be recouped by Lake County's continued
performance of its obligations under the Service Agreement
through the end of the 26-year term.  In exchange, Lake County
agreed to annually deliver a minimum amount of waste to the WTE
facility and to pay Covanta Lake for services provided.

In 1992, Lake County voted to continue with the Service
Agreement.  Mr. Lazar reports that between 1988 and 2000, Lake
County accepted the Debtors' performance without protest or
complaint.  However, in the late 1990s and 2000, there was a
change both in the political makeup of the Lake County Board and
the waste disposal conditions in and around Lake County.  

With those changes, the members of the Lake County Board
attempted to escape their unambiguous obligations under the
waste-to-energy Service Agreement.  As part of those efforts,
Lake County filed a lawsuit in 2000 seeking a declaration that
the Service Agreement is illegal, unconstitutional and against
public policy.  Lake County asserted that the Agreement illegally
contracted away some of their governmental powers and that the
Agreement is unconstitutional because it requires them to
implement "flow control" ordinances.  

Mr. Lazar argues that Lake County's assertions concerning the
validity of the Agreement must be rejected because:

   (1) Lake County was, and is, fully authorized under Florida
       law to enter into a proprietary contract with the Debtors
       to handle solid waste disposal through the operation of a
       waste-to-energy facility;

   (2) Even assuming, contrary to fact and for purposes of
       argument only, that Lake County's authority was invalid
       for some reason, it is now estopped from asserting that
       invalidity because over the course of the past 12 years,
       Lake County reaffirmed its obligations under the Service
       Agreement on at least five separate occasions.  Most
       importantly, for more than 14 years, Lake County accepted
       the Debtors' performance of obligations that were heavily
       front-loaded in the Agreement; and

   (3) Lake County's argument based on supposed flow control
       violations lacks any merit.  Lake County cannot challenge
       the constitutionality of its own actions and statutes
       because it has suffered no cognizable injury as the result
       of the flow control ordinance it enacted.  Furthermore,
       the Debtors did not cause -- nor can it redress -- any
       supposed injury to Lake County.  In fact, the Service
       Agreement makes clear that if the ordinance is
       invalidated, it is Lake County's responsibility to find
       proper means of ensuring that waste continues to be
       delivered to the waste-to-energy facility.

Mr. Lazar points out that the Debtors' operation of the Lake
County WTE facility generates a positive cash flow and is
economically sound.  Without the Service Agreement, the Debtors
will be unable to economically operate the WTE facility that
constitutes Covanta Lake's only business operation.  And because
Covanta Lake is one of the Debtors, assumption of the agreement
is therefore critical to the Debtors' overall reorganization.

Furthermore, Section 365(a) of the Bankruptcy Code authorizes the
Debtors to assume the Service Agreement upon Court approval.

Mr. Lazar informs the Court that the Debtors have not defaulted
on any of its operational obligations under the Service
Agreement.  In fact, it is Lake County that is actually in
arrears to the Debtors of more than $8,500,000.    

Mr. Lazar explains that even if there was a default on the
Debtors' part, the Debtors would still be authorized to assume
the Service Agreement under Section 365(b) as:

   (1) No cure is necessary because any default by the Debtors
       would only be technical in nature and would not implicate
       its performance.  It is undisputed that the Debtors
       continue to perform its operational obligations and that
       those obligations do not include the payment of funds to
       Lake County;

   (2) There is no actual pecuniary loss suffered by any party
       because the Debtors' performance has continued under the
       Service Agreement; and

   (3) Lake County has adequate assurance of the Debtors' future
       performance under the Service Agreement because there has
       been no default in prior performance.  Even during the
       Debtors' bankruptcy, no implication arises that future
       performance may not be possible.  More importantly,
       assuming that Lake County lives up to its obligations
       under the Service Agreement, the Debtors' performance is
       self-sustaining; that is, the Debtors' operations generate
       a positive cash flow and are not in danger of future
       insolvency.

In addition, because the Debtors are seeking to assume the
Agreement effective on confirmation of a plan of reorganization,
no administrative expense claim will arise in the event that they
are unable to perform their obligations under the Agreement, or
for some other reason the Agreement with Lake County is not
assumed.  

Therefore, the Debtors ask the Court to:

   -- authorize them to assume the Service Agreement; and

   -- find no cure amount due under the Service Agreement.

The Debtors also filed an adversary proceeding against Lake
County implicating many of the issues raised in the Florida
Litigation.

                       Lake County Objects

Thomas E. Pitts, Jr., Esq., at Sidley Austin Brown & Wood LLP, in
New York, relates that in conversations between counsels to the
parties, Covanta Lake indicated that it intends to resolve the
issues raised in the Florida Litigation.  

Mr. Pitts reminds the Court that the Second Circuit provides that
a motion to assume must be considered a summary proceeding
intended to efficiently review the trustee's or debtor's decision
to adhere to or reject a particular contract.  It is not the time
or place for prolonged discovery or a lengthy trial with disputed
issues.  Consequently, the present issues must be resolved in the
context of the Florida Litigation or, if the Florida Litigation
is not permitted to proceed, in the context of the Adversary
Proceeding.

If Covanta wants the issues resolved before the Court authorizes
assumption, Mr. Pitts says, Covanta is free to wait for the
conclusion of the Florida Litigation or the Adversary Proceeding.  
More so that even if the motion is granted immediately,
assumption of the Service Agreement would not be effective until
the confirmation of Covanta Lake's plan of reorganization.  
However, Mr. Pitts points out that failure to resolve the issues
raised in the Florida Litigation is no impediment to assumption
of the Service Agreement.  

Therefore, Lake County asks that if the Court decides to grant
the Debtors' request, it will do so without determining any of
the issues raised by the Florida Litigation or the Adversary
Proceeding, including those relating to the validity of the
Service Agreement or its enforceability against Lake County.
(Covanta Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CROMPTON: Weak Earnings Prompt S&P to Cut Credit Rating to BB+
--------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on specialty chemicals and polymer products producer
Crompton Corp. out of investment grade to 'BB+' from 'BBB-' based
on ongoing earnings weakness.

At the same time, Standard & Poor's said that it removed the
ratings from CreditWatch where they were placed on July 24, 2003.
The current outlook is negative.

Standard & Poor's said that the downgrade reflects the likely
near-term continuation of the Middlebury, Connecticut-based
company's recent weak earnings performance, which is affecting its
already depressed financial profile. "The difficult business
environment has reduced earnings predictability and stalled the
expected recovery of credit quality measures, which remain
substandard despite proceeds from the recent sale of the company's
organosilicones business," said Standard & Poor's credit analyst
Wesley E. Chinn. "Over the intermediate-term, profitability will
need to rebound substantially before key credit quality measures
are likely to strengthen to appropriate levels adjusted for the
lower ratings."


DEX MEDIA: S&P Assigns BB- Corp. Credit & $2B Facility Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dex Media West LLC.

At the same time, Standard & Poor's assigned its 'BB-' rating to
the company's planned $2.11 billion senior secured credit
facilities. In addition, 'B' ratings were assigned to the planned
$535 million senior unsecured notes due 2010 and to the $780
million senior subordinated notes due 2013 to be issued by Dex
Media West and its subsidiary, co-issuer Dex Media West Finance
Co. The outlook is stable for the Englewood, Colorado-
headquartered company. Dex Media West is the fourth largest
directory publisher in the United States. The company will have
about $3.4 billion of pro forma debt outstanding.

"The ratings reflect Dex Media West's substantial pro forma debt
levels and a meaningful debt amortization schedule. In addition,
the company faces mature industry conditions, revenue
concentrations in its major metropolitan markets (top 10 account
for 74% of revenues), and a relatively short operating history as
a stand-alone entity," said Standard & Poor's credit analyst
Donald Wong. Dex Media West's relatively stable revenues and
EBITDA compared to other media companies temper these factors.
Also, with modest capital expenditure requirements, free operating
cash flow generation is healthy and fairly predictable.

In August 2002, The Carlyle Group and Welsh, Carson, Anderson &
Stowe, agreed to acquire Qwest Communications International Inc.'s
yellow pages directory businesses for $7.05 billion, consisting of
approximately $3 billion for the eastern region (Dex Media East)
and $4 billion for the western region (Dex Media West), of which
Dex Media East would provide $210 million. The sponsors created a
holding company, Dex Media Inc., to acquire these directory
businesses in two stages with two separate borrowers, Dex Media
East and Dex Media West. In the first phase, Qwest's seven-state
(Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota
and South Dakota) eastern region (Dex Media East) was closed in
November 2002. This second phase will consist of the seven-state
acquisition of Arizona, Idaho, Montana, Oregon, Utah, Washington
and Wyoming and is expected to close by the end of 2003.


DILMUN CAPITAL: S&P Hatchets Mezzanine Notes' Rating to B
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
mezzanine notes issued by Dilmun Capital II Ltd., a high-yield
arbitrage CBO transaction managed by AIG Global Investments Corp.,
and removed it from CreditWatch with negative implications where
it was placed April 24, 2003.

At the same time, the 'AAA' rating on the senior class notes is
affirmed, based on a financial guarantee insurance policy issued
by MBIA Insurance Corp.  AIG Global Investments Corp. assumed
management of the deal March 25, 2003.

The lowered rating on the mezzanine notes reflects factors that
have negatively affected the credit enhancement available to
support the notes since the last rating action Jan. 7, 2003. These
factors include continuing par erosion of the collateral pool
securing the rated notes and a negative migration in the credit
quality of the performing assets in the pool.

As of the most recently available monthly trustee report (June 16,
2003), the deal holds $17.55 million worth of securities that are
in default, approximately $14.80 million of which defaulted since
the last rating action. Standard & Poor's noted that as a result
of asset defaults, the overcollateralization ratios for the
transaction have suffered since the last rating action. According
to the June 16, 2003 trustee report, the overcollateralization
ratio for the mezzanine class notes was 93.82%, versus the minimum
required ratio of 105.10%, and compared to a ratio of 102.51% at
the time of the last rating action. The overcollateralization
ratio for the senior class notes was 98.72%, versus the minimum
required ratio of 109.60%, and compared to a ratio of 107.51% at
the time of the last rating action.

The credit quality of the collateral pool has also deteriorated
since the last rating action. Currently, $21.25 million (or
approximately 10%) of the performing assets in the collateral pool
come from obligors whose ratings are on CreditWatch negative. Of
the performing assets in the pool, $8.50 million (or approximately
4%) come from obligors with ratings in the 'CCC' range.

Standard & Poor's has reviewed current cash flow runs generated
for Dilmun Capital II Ltd. to determine the level of future
defaults the rated class 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 comparing
the results of these cash flow runs with the projected default
performance of the performing assets in the collateral pool,
Standard & Poor's determined that the rating assigned to the
mezzanine notes was no longer consistent with the credit
enhancement available, resulting in the lowered rating. Standard &
Poor's will continue to monitor the future performance of the
transaction to ensure that the ratings assigned to the notes
remain consistent with the credit enhancement available.

      RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                    Dilmun Capital II Ltd.

                      Rating                  Balance (mil. $)
     Class        To          From            Prior    Current
     Mezz notes   B           BB-/Watch Neg   10.55      11.14

                        RATING AFFIRMED

                    Dilmun Capital II Ltd.

                                  Balance (mil. $)
          Class          Rating   Prior     Current
          Senior notes   AAA      201.72     198.61


DOBSON COMMS: Exchange Offer for 9.50% Notes Expires Today
----------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) and American
Cellular Corporation jointly announced an extension of their
previously announced exchange offers and solicitation of consents
in connection with the proposed restructuring of American
Cellular's indebtedness and equity ownership.

On July 14, 2003, Dobson Communications and American Cellular
initiated offers to exchange an aggregate of up to $50 million in
cash, 45,054,800 shares of Dobson Communications Class A common
stock and 700,000 shares of a new series of Dobson Communications
convertible preferred stock having an aggregate liquidation
preference of $125 million, convertible into a maximum of
14,285,714 shares of Dobson Communications Class A common stock,
for $700 million outstanding principal amount of American
Cellular's outstanding 9-1/2% Senior Subordinated Notes (CUSIP No.
025058AF5). The exchange offers and consent solicitation were
originally scheduled to expire at 5:00 p.m. on August 8, 2003. As
of that time, $675.1 million principal amount of Notes had been
tendered.

The expiration time for the exchange offers has been extended
until 5:00 p.m. EDT, today, to permit additional tenders to be
received in order to reach the announced 99.5% minimum tender
condition, which condition must be satisfied or waived in order to
consummate the exchange offers. The terms and conditions of the
exchange offers and consent solicitation will continue in full
force and effect through the new expiration date.

Everett R. Dobson, chairman and chief executive officer of Dobson,
stated: "It is a condition of the exchange offers that holders of
at least 99.5% of the aggregate principal amount of American
Cellular's outstanding Notes accept our exchange offers and tender
their Notes. As of the close of business on August 8, 2003, the
Notes tendered represented approximately 96.4% of the outstanding
principal amount of the Notes, which we believe is sufficiently
close to the minimum tender requirement to justify extending our
exchange offers."

American Cellular also announced that it received substantially
more than the required vote for its prepackaged plan of
reorganization by the August 8, 2003 voting deadline, which
deadline is not being extended. As a result, if the minimum tender
condition is not achieved, or waived, American Cellular and Dobson
Communications will be able to pursue the restructuring through
the prepackaged plan of reorganization.

Neither the common and preferred shares to be issued by Dobson
Communications, nor any equity securities that may be issued by
American Cellular in the exchange offers will be registered under
the Securities Act of 1933. Any shares of Dobson Communications
common and preferred stock, and any equity securities of American
Cellular that are issued in the exchange offers may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
of 1933.

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


DOMAN INDUSTRIES: Tricap's Restructuring Proposal Lapses
--------------------------------------------------------
Doman Industries Limited announced that the proposal recently
received from the Tricap Restructuring Fund, a significant holder
of the Company's secured and unsecured notes, outlining
restructuring terms it was prepared to support, has lapsed. The
Court in the proceedings under the Companies Creditors Arrangement
Act has extended the protective order staying proceedings against
the Company to September 22, 2003 in order to allow the Company an
opportunity to examine other potential financing alternatives.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


DOW CORNING: Professional Fees Top $200 Million Mark
----------------------------------------------------
Professional fees in Dow Corning Corporation's on-going chapter 11
proceeding have topped the $200 million mark.  As of July 31,
2003, Dow Corning reports that it's shelled-out $201,616,692.66 to
more than 100 lawyers, accountants, financial advisors and other
restructuring professionals representing the company and its
creditor constituencies.  

The million-dollar club members -- professional firms receiving
more than $1,000,000 during Dow Corning's now eight-year chapter
11 proceeding -- are:

    $28.9 million -- Sheinfeld Maley & Kay
     18.9 million -- PricewarterhouseCoopers
     17.6 million -- Kramer Levin Naftalis & Frankel, LLP
     14.7 million -- Davis, Polk & Wardwell
     10.9 million -- Verner, Liipfert, Bernhard, McPherson & Hand
      8.7 million -- The Feinberg Group
      8.2 million -- Blackstone Group, L.P.
      7.2 million -- Kirkland & Ellis
      6.8 million -- Ernst & Young, LLP
      6.8 million -- Covington & Burling
      6.7 million -- Dresdner Kleinwort Wasserstein, Inc.
      6.1 million -- Jones Day
      5.0 million -- Kilpatrick Stockton LLP
      5.0 million -- Honigman, Miller, Schwartz and Cohn
      4.8 million -- Blizzard, McCarthy & Nabers, L.L.P.
      3.6 million -- Burson-Marsteller
      3.2 million -- Bavol Bush Graziano & Rice, P.A.
      3.0 million -- Benesch, Friedlander, Coplan & Aranoff
      2.9 million -- Francis E. McGovern
      2.6 million -- Legla Analysis Systems, Inc.
      2.1 million -- Neligan, Tarpley, Andrews & Foley, LLP
      1.9 million -- Smith & Zuccarini, P.S.
      1.9 million -- Williams Mullen Clark Taylor & Dobbins
      1.9 million -- Anderson, Kill & Olick
      1.8 million -- Dickstein Shapiro Morin & Oshinsky
      1.8 million -- D.F. King
      1.7 million -- Kaye Scholer LLP
      1.6 million -- Navigant Consulting, Inc.
      1.5 million -- The Altman Group
      1.1 million -- Haynes & Boone, LLP
     
Dow Corning filed for chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512), to resolve silicone
implant-related tort liability.  Judge Spector confirmed Dow
Corning's Plan of Reorganization in the bankruptcy court years
ago.  Judge Hood in the U.S. District Court for the Eastern
District of Michigan now presides over Dow Corning's chapter 11
cases.  Four appeals from the Dow Corning's bankruptcy cases
remain to be resolved in the District Court or by the United
States Court of Appeals for the Sixth Circuit.

Dow Corning -- http://www.dowcorning.com-- develops, manufactures  
and markets diverse silicon-based products and services, and
currently offers more than 7,000 products to more than 25,000
customers around the world.  Dow Corning is a global leader in
silicon-based materials with shares equally owned by The Dow
Chemical Company and Corning Inc.  More than half of Dow Corning's
$2.7 billion in annual sales are outside the United States.        


DUNHILL RESOURCES: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Dunhill Resources Inc
                730 N Post Oak Rd
                Suite 400
                Houston, Texas 77024

Involuntary Petition Date: August 4, 2003

Case Number: 03-41264

Chapter: 11

Court: Southern District of Texas       Judge: Karen K. Brown
        (Houston)

Petitioners' Counsel: Counsel for Schlumberger & Baker Hughes
                      Philip F. Snow, Jr, Esq.
                      Ware, Snow, Fogel & Jackson, LLP
                      2929 Allen Pkwy
                      42nd Floor
                      Houston, TX 77019
                      Tel: 713-659-6400

                      Counsel for Newpark Drilling Fluids
                      Mary Frances Vonberg, Esq.
                      Fransworth & Vonberg, LLP
                      333 N Sam Houston Pkwy
                      Suite 300
                      Houston, TX 77019
                      Tel: 713-659-6400
         
Petitioners: Schlumberger Technology Corporation
             1325 S Dairy Ashford
             Houston, TX 77077

             Baker Hughes Oilfield Operations Inc
             3900 Essex Lane
             Suite 1200
             Houston, TX 77027

             Newpark Drilling Fluids LLP
             333 N Sam Houston Pkwy
             Suite 300
             Houston, TX 77060
                                  
Amount of Claim: $2,257,181


DYNEGY: S&P Assigns B- Rating to New Senior Secured Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Dynegy Holdings Inc.'s second priority senior secured notes. The
notes were issued in three tranches: a $225 million floating rate
due 2008, $525 million at 9.875% due 2010, and $700 million at
10.125% due 2013. These notes have a second priority lien on
substantially the same collateral package as Dynegy Holdings'
credit facility.  Also, Standard & Poor's assigned its 'CCC+'
rating to Dynegy Inc.'s $175 million 4.75% convertible
subordinated debentures due 2023.  Furthermore, Standard & Poor's
raised its bank loan rating on Dynegy Holdings' $1.3 billion
credit facility and term loan B to 'BB-' from 'B+'.

The ratings on the second priority debt and the senior secured
bank loan reflect Standard & Poor's determination of the quality
of the collateral package pledged to this debt. Standard & Poor's
determined that not only did the collateral package provide
sufficient coverage for the first priority debt, but did provide
some coverage to the second priority obligations. This gives the
second priority debt an advantage over the senior unsecured debt
and therefore is rated above the senior unsecured level.  The
rating on the subordinated convertible issue reflects a guarantee
from Dynegy Holdings that is pari passu to its senior unsecured
debt.

The proceeds of this transaction will pay off the $200 million
term loan A and a portion of the $360 million term loan B, which
were part of the credit facility transaction in April 2003; repay
the $696 million of the Black Thunder secured facility, and $583
million (as of July 24, 2003) of the $650 million in senior
unsecured bonds maturing in 2005 and 2006. Also, Dynegy
restructured its $1.5 billion series B preferred security
held by ChevronTexaco Corp. due in November 2003 in exchange for
$225 million in cash, $400 million in a new preferred issue, and
$225 million in subordinated debt, both issued by Dynegy Inc.

The bank facility and the second priority debt are guaranteed by
Dynegy Inc. and substantially all of Dynegy Inc.'s direct and
indirect subsidiaries, excluding Illinois Power Co. and Dynegy
Global Communications and their respective subsidiaries, most
foreign subsidiaries, and subsidiaries that are not able to be
guarantors due to existing contractual or legal restrictions.
Moreover, the bank facilities are collateralized by substantially
all of Dynegy Holdings' available assets, to the extent permitted
by existing indentures at Dynegy Holdings. With the elimination of
the Black Thunder senior secured facility, the associated
collateral will fold into the credit facility security pledge.
Standard & Poor's values the collateral pool to be about $2.4
billion and is based on Dynegy's midstream and generation assets.
The analysis assessed the value of Dynegy's midstream assets based
on comparable recent asset sales and applying a conservative
EBITDA multiple. Also, the valuation of the generation assets used
more conservative price and inflation assumptions when compared
with valuations based on more volatile NYMEX prices. The
assumptions are consistent with those used in Standard & Poor's
credit assessment of merchant energy generators.

Moreover, the elimination of term loan A, expected to occur when
the second priority debt offering closes, which shared a first
priority lien on the assets enhances the collateral coverage.
Standard & Poor's now estimates collateral coverage to be about
1.6x first priority debt, meaning about $2.4 billion in collateral
covers roughly $1.5 billion in debt. This debt includes the $1.1
billion in bank credit, about $200 million in term loan B, and
$232 million associated with the resolution of Project Alpha.

Standard & Poor's views these transactions as an enhancement to
credit quality because it provides clarity regarding the $1.5
billion convertible preferred security due in November 2003.
Furthermore, because the tender offer for the 2005-2006 bonds was
approximately 90% successful, near-term refinancing risk has been
reduced.

These transactions mitigate some concern regarding Dynegy's
financial flexibility and near-term liquidity position, which is
about $1.6 billion in cash and availability under its credit
facility, but do not facilitate a change in overall credit
quality. Still, Standard & Poor's views Dynegy's ability to
generate stable, sustainable cash flow as a key concern for credit
quality. Furthermore, the firm will be challenged to generate a
sufficient level of cash flow to repair its leveraged balance
sheet.


EAGLE-PICHER: Completes New $275 Million Senior Credit Facility
---------------------------------------------------------------
EaglePicher Incorporated, a wholly-owned subsidiary of EaglePicher
Holdings, Inc., has completed a new $275 million senior secured
credit facility and sold $250 million of 9.75% Senior Notes due
2013 at 99.2% of par to yield 9-7/8%. The proceeds of these
transactions have been used to refinance EaglePicher's existing
senior credit facility and purchase $209.5 million, or
approximately 95%, of its 9-3/8% Senior Subordinated Notes due
2008 pursuant to a previously announced cash tender offer, which
expired at 11:59 pm, New York City time, on August 6.

The new senior secured credit facility comprises a $150 million
term loan that matures in 2009 and a $125 million revolving credit
facility that terminates in 2008, in each case subject to
termination in mid-2007 if the 11.75% Preferred Stock of
EaglePicher Holdings is then outstanding. EaglePicher also
announced the extension of its accounts receivable asset
securitization facility to the earlier of January 2008 or 90 days
prior to termination of the senior secured credit facility.

"This refinancing provides EaglePicher with a solid financial
foundation that will allow us to pursue numerous strategic growth
opportunities," commented John H. Weber, President and Chief
Executive Officer of EaglePicher. "EaglePicher's experience and
intellectual assets, coupled with the refinancing, will allow us
to accelerate the delivery of superior customer solutions through
the application of innovation."

EaglePicher Incorporated, founded in 1843 and headquartered in
Phoenix, Arizona, is a diversified manufacturer and marketer of
innovative, advanced technology and industrial products and
services for space, defense, environmental, automotive, medical,
filtration, pharmaceutical, nuclear power, semiconductor and
commercial applications worldwide.  The company has 4,000
employees and operates more than 30 plants in the United States,
Canada, Mexico, the U.K. and Germany.  Additional information on
the company is available on the Internet at
http://www.eaglepicher.com

                         *     *     *

As reported in Troubled Company Reporter's July 24, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B+' senior
secured bank loan rating to the $275 million senior secured credit
facilities of Eagle-Picher Inc., formerly Eagle-Picher Industries
Inc.

Standard & Poor's also assigned its 'B-' senior unsecured debt
ratings to the company's $220 million senior unsecured notes due
2013. Proceeds will be used to repay existing debt, refinance the
company's existing $220 million subordinated notes due 2008, and
for working capital and general corporate purposes.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company and its 'CCC+' preferred stock
ratings on Eagle-Picher Holdings Inc.  The outlook remains stable.


ELCOM INT'L: June 30 Balance Sheet Upside-Down by $1 Million
------------------------------------------------------------
Elcom International, Inc., announced operating results for its
second quarter ended June 30, 2003.

As a result of the sale of certain assets and the assignment of
the Company's United States information technology products and
services business in March 2002, the operating and balance sheet
information and financial summary table contained herein has been
prepared with all historical results of the IT Products and
services business included in discontinued operations. As a
result, net sales, gross profit, operating profit and net loss
from continuing operations reflect the Company's ongoing U.S. and
U.K. ePurchasing and eMarketplace technology licensing and
consulting businesses.

Net sales from continuing operations for the quarter ended
June 30, 2003, which represented ePurchasing and eMarketplace
technology license and related services fees, were $531,000
compared to $1,334,000 in the comparable quarter of 2002, a
decrease of $803,000 or 60%. Professional Services fees in the
U.S. and U.K. decreased by $323,000, while License and associated
fees decreased by $480,000. These reductions can be attributed to
the Company's revenue recognition of license fees from the
Scottish Executive contract for the quarter ended June 30, 2003
compared to the second quarter of 2002 ($220,000 and $635,000,
respectively), and to slower than anticipated installations of
PECOS by Scottish government agencies. Gross profit for the
quarter ended June 30, 2003 decreased to $396,000 from $907,000 in
the comparable 2002 quarterly period, a decrease of $511,000 or
57%, as a result of lower revenues.

The Company reported an operating loss from continuing operations
of $2,129,000 for the quarter ended June 30, 2003 compared to
$2,565,0000 reported in the comparable quarter of 2002, a decrease
of $436,000 or 17%. This smaller operating loss from continuing
operations in the second quarter of 2003 compared to the 2002
quarter was primarily due to reductions in selling, general and
administrative expenses. A significant portion of the decline in
SG&A resulted from the Company's on-going cost containment
measures designed to realign its infrastructure costs to reflect
lower than anticipated license revenue. Reductions in personnel
resulted in a decrease in compensation expense in the second
quarter of 2003 of approximately $980,000 compared to the second
quarter of 2002.

The Company recorded a net loss from continuing operations for the
second quarter of 2003 of $2,186,000 compared to a net loss from
continuing operations of $2,573,000 in the second quarter of 2002,
representing a decrease of $387,000, or 15%.

The Company reported net income from discontinued operations of
$423,000 in the second quarter of 2003 compared to a net loss from
discontinued operations in the 2002 quarter of $86,000. Included
in discontinued operations for the second quarter of 2003 is a
$345,000 tax refund from the U.K. related to the sale of the
Company's U.K. services operations in 1999 and a bad debt recovery
of approximately $110,000.

The 2003 quarterly net loss from total operations (including both
discontinued and continuing operations) was $1,763,000 compared to
$2,427,000 in the 2002 quarter.  

Net sales from continuing operations for the six months ended
June 30, 2003, which represented ePurchasing and eMarketplace
technology license and related services fees, were $1,200,000
compared to $1,933,000 in the comparable six months of 2002, a
decrease of $733,000 or 38%. Professional Services fees in the
U.S. and U.K. decreased by $127,000, while License and associated
fees decreased by $606,000. These reductions can be attributed to
the Company's revenue recognition of license fees from the
Scottish Executive contract for the six months ended June 30, 2003
compared to the six months ended June 30, 2002 ($340,000 and
$857,000, respectively), and to slower than anticipated
installations of PECOS by the Scottish Government's agencies
during the first six months of 2003. Gross profit for the six
months ended June 30, 2003 decreased to $871,000 from $1,413,000
in the comparable 2002 quarterly period, a decrease of $542,000 or
38% as a result of lower revenues.

The Company reported an operating loss prior to asset impairment
charges from continuing operations of $4,063,000 for the six
months ending June 30, 2003 compared to $6,395,0000 reported in
the comparable six month period of 2002, a decrease of $2,332,000
or 36%. This smaller operating loss from continuing operations in
the second six months of 2003 compared to the 2002 was due
primarily to reductions in selling, general and administrative
expense.

The Company recorded a net loss from continuing operations for the
first six months of 2003 of $3,631,000 compared to a net loss from
continuing operations of $6,747,000 in the same period of 2002,
representing a decrease of $3,116,000, or 46%. The Company
recorded a tax benefit of $492,000 from the reversal of a tax
accrual, as payment was deemed no longer probable.

The Company reported net income from discontinued operations of
$307,000 in the six month period ended June 30, 2003 compared to a
net loss from discontinued operations in the same period of 2002
of $1,507,000. Included in discontinued operations in 2003 is a
$345,000 tax refund from the U.K. related to the sale of the
Company's U.K. services business in 1999 and a bad debt recovery
of approximately $110,000. These were offset somewhat by expenses
for facilities vacated by the Company.

The 2003 year to date net loss from total operations (including
both discontinued and continuing operations) was $3,324,000
compared to $7,342,000 in the 2002 six month period. Basic net
loss from continuing operations per share for the six month period
of 2003 were ($0.12), compared with a basic and fully diluted net
loss from continuing operations per share of ($0.22) in the first
half of 2002.

Cash and cash equivalents as of June 30, 2003 were $0.6 million.
Although the Company recorded a net loss from total operations of
$3.3 million for the six month period ended June 30, 2003, cash
and cash equivalents decreased by $1.7 million between December
31, 2002 and June 30, 2003. The principal differences between the
net loss and the decrease in cash and cash equivalents during the
period included the increase in long term liabilities via the
Company's issuance of convertible debentures in the amount of $0.9
million and the advance of a license fee (treated as a loan) of
$0.8 million, and the recording of non-cash expenses of $0.8
million. Other items contributing to the use of cash were a
capital expenditure of $0.2 million on software, a reduction in
working capital of $0.5 million and payments on capital leases of
$0.2 million. The Company continues to implement cost containment
programs and has reduced the Company's cash expenditures compared
to previous periods. The Company believes that it will continue to
incur losses throughout 2003. On April 3, 2003, the Company signed
an agreement with Cap Gemini Ernst & Young UK Plc ("CGEY") whereby
CGEY would advance $980,000 in license fees to the Company. The
Company believes this license fee(s) will become due during 2003
via its contract with CGEY for the Scottish Executive. Each
payment was contingent upon the Company providing assistance to
CGEY to set up a duplicate back-up system in Toronto, Canada in
order for CGEY to be able to provide Disaster Recovery and
Business Continuity Services for Elcom's clients and the Scottish
Executive. These Services would be made available to Elcom's
clients for a fee and would provide a back-up system to allow CGEY
to provide Business Continuity Services (to host, operate and
manage), Elcom's ePurchasing system if Elcom was unable to do so
for any reason. As of June 30, 2003, the Company had received
$795,000 from CGEY with the remaining $203,000 received on July
17, 2003. Therefore, as of this date, the Company has received all
the funds as per in the agreement.

As previously reported, on April 23, 2003, the Company closed a
private placement of ten-year 10% Senior Convertible Debentures
generating net cash proceeds of approximately $700,000 to the
Company. Both outside institutional and accredited investors
participated in the Offering, with the majority of the investment
made by three of Elcom's senior executive team and one of its
directors.

Robert J. Crowell, the Company's Chairman and CEO, stated, "The
Company has very strong and specific indications that activity
will be increasing in Scottish Executive agencies in the near
future. In addition, the Company has two specific eProcurement
deals in the final stages and also believes one or two potentially
large government contracts, one of which is currently in the
request for proposal stage, will be responded to in the next two
quarters. In addition, our existing clients are looking forward to
the official release of PECOS Version 9.0, which is imminent.
Version 9.0's enhanced capabilities will further enhance Elcom's
ability to compete in the ePurchasing and eMarketplace arenas."

Mr. Crowell added further, "Because activity at the Scottish
Executive has been slower than expected to date, the Company
continues to minimize its expenses and is actively seeking a
strategic investor partner to add to the syndicate of existing
investors in the previously announced round of convertible
debenture financing. I believe very strongly that with specific
increases in activity in the Scottish Executive, combined with the
activation, after over eight months of effort, of an eMarketplace
for a computer products and services company, Elcom will be able
to raise the necessary funds to continue to support its operations
until it achieves positive cash flow in 2004."

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $1 million.

Elcom International, Inc. (Nasdaq: ELCO), operates two wholly-
owned subsidiaries: elcom, inc., a leading international provider
of remotely-hosted eProcurement and Private eMarketplace solutions
and Elcom Services Group, Inc., which is managing the transition
of the recent sale of certain of its assets and customer base.
elcom, inc.'s innovative remotely- hosted technology establishes
the next standard of value and enables enterprises of all sizes to
realize the many benefits of eProcurement without the burden of
significant infrastructure investment and ongoing content and
system management. PECOS Internet Procurement Manager, elcom,
inc.'s remotely-hosted eProcurement and eMarketplace enabling
platform was the first "live" remotely-hosted eProcurement system
in the world.


FLEMING: SUPERVALU Inks LOI to Acquire Fleming Assets from C&S
--------------------------------------------------------------
SUPERVALU INC. (NYSE: SVU) has signed a letter of intent with C&S
Wholesale Grocers, Inc., for certain assets that C&S may purchase
from Fleming Companies.

Final approval of C&S's purchase of the Fleming assets is
anticipated to occur in the U. S. Bankruptcy Court within the next
few weeks, and would enable SUPERVALU's purchase of the Fleming
operations located in La Crosse and Milwaukee, Wisc., and
Massillon, Ohio, and the assets associated with those locations.
SUPERVALU also would assume ownership of the retail trade names
Festival Foods and Sentry Foods, as well as licensing rights to
the Jubilee Foods name in certain markets. Under the agreement,
SUPERVALU would also acquire ownership of the Crestwood Bakery
trademark and its related assets. The transaction is subject to
regulatory approval.

"We look forward to completing this unique opportunity to leverage
our distribution network in the Midwest," said Jeff Noddle,
SUPERVALU's chairman and CEO. "We are excited to form new and
valuable partnerships with retailers in this area, and remain
dedicated to supporting independent grocers and their important
position in the marketplace."

SUPERVALU is one of the largest companies in the United States
grocery channel. With annual revenues approaching $20 billion,
SUPERVALU holds leading market share positions with its 1,436
retail grocery locations, including licensed Save-A-Lot locations.
Through its Save-A-Lot format, the company holds the number one
market position in the extreme value grocery retail sector. In
addition, SUPERVALU's highly efficient logistics operation
provides the nearly $700 billion grocery channel with state of the
art logistics support services. SUPERVALU currently has
approximately 57,400 employees.

SUPERVALU's retail store network consists of 1,436 stores in 40
states, including 1,170 Save-A-Lot extreme value stores - 794
licensed stores and 376 corporate owned stores, including 58
combination stores and 97 Deals stores; 266 regional banners
including Cub Foods, Shop 'n Save, Shoppers Food Warehouse,
bigg's, Farm Fresh, Scott's Foods and Hornbacher's stores.
SUPERVALU serves as primary supplier to approximately 2,500
stores, 29 Cub Foods franchised locations, and SUPERVALU's own
regional banner store network of 266 stores, while serving as
secondary supplier to approximately 1,400 stores.


FLEMING COS.: Keen Realty Selling Fleming Stores at 61 Locations
----------------------------------------------------------------
Keen Realty, LLC is marketing 61 locations for Fleming Companies,
Inc., a leading supplier of consumer package goods to independent
supermarkets, convenience-oriented retailers and other retail
formats around the country.

Available to users and investors are fourteen fee-owned locations
consisting of warehouse, retail and vacant land, and thirteen
Leaseholds consisting of retail and warehouse that will be
auctioned October 14, 2003 with bids due by October 9, 2003. In
addition, thirty-four leaseholds consisting of retail and
warehouse are also available but not part of the auction. Offers
on these leaseholds are being considered now. Keen Realty, LLC
provides real estate consulting, valuation, disposition and
restructuring services in bankruptcy and workout situations.

"These locations represent an excellent opportunity for retailers
to expand their business and for real estate investors to grow
their portfolios" said Mike Matlat, Keen Realty's Vice President.
"What we have here is some prime, prime real estate" Matlat added.
A complete list of locations is available upon request.

Founded in 1982, Keen Realty has assisted clients with over 220
million square feet of property and repositioned nearly 12,000
retail stores across the country. Other current and recent clients
of Keen include Arthur Andersen, Big V Holdings, Cooker
Restaurants, Country Home Bakers, Cumberland Farms, Eddie Bauer,
Premcor, Spiegel, and Warnaco.

For more information regarding these locations, please contact
Keen Realty, LLC, 60 Cutter Mill Road, Suite 407, Great Neck, NY
11021, Telephone: 516-482-2700 x230, Fax: 516-482-5764, e-mail:
mmatlat@keenconsultants.com or eleighton@keenconsultants.com


FLEMING COMPANIES: Court Approves Termination Pact with Glass
-------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates obtained the
Court's approval for the interim employment of Glass & Associates,
Inc., as restructuring advisor. The Debtors also secured the
Court's approval of its Termination Agreement with Glass and to
pay outstanding compensation and reimbursement obligations to
Glass.

The Debtors and Glass' Termination Agreement, in part, provides
that:

     (1) Glass' services under the Management Services Agreement
         will terminate effective April 17, 2003;

     (2) The Debtors will file an application to approve Glass'
         employment nunc pro tunc to April 1, 2003 under the terms
         of the Management Services Agreement;

     (3) Glass will file a final application for compensation for
         services rendered and reimbursement of expenses incurred
         under the Management Services Agreement between April 2,
         2003 and April 17, 2003 amounting to $450,000.  The full
         amount compensation and reimbursement contemplated by the
         Termination Agreement will be paid from the $500,000
         retainer that Glass held since the Petition Date pursuant
         to the Management Services Agreement.  The balance of the
         retainer will be returned to the Debtors; and

     (4) Glass and the Debtors mutually release each other from
         any claims under the Management Services Agreement, with
         limited exceptions related to, among other things, the
         confidentially of information and use of work product.
         (Fleming Bankruptcy News, Issue No. 10; Bankruptcy
         Creditors' Service, Inc., 609/392-0900)


GAP INC: Reports Improved Net Sales Results for July 2003
---------------------------------------------------------
Gap Inc. (NYSE: GPS) reported net sales of $1.1 billion for the
four-week period ended August 2, 2003, which represents a 12
percent increase compared with net sales of $956 million for the
same period ended August 3, 2002. The company's comparable store
sales for July 2003 increased 9 percent, compared with an 8
percent decrease in July 2002.

Comparable store sales by division for July 2003 were as follows:

    -- Gap U.S.:  positive 13 percent versus negative 19 percent
       last year

    -- Gap International:  positive 8 percent versus negative 12
       percent last year

    -- Banana Republic:  positive 5 percent versus negative 6
       percent last year

    -- Old Navy:  positive 9 percent versus positive 6 percent
       last year

"Customers responded well to our July summer promotional and
clearance strategies and to transitional fall merchandise," said
Sabrina Simmons, senior vice president, Treasury and Investor
Relations. "Gap and Old Navy showed continued momentum, and we
were excited to end the month with tremendous media attention
surrounding the launch of Gap's fall corduroy product assortment
supported by our Madonna and Missy Elliott marketing campaign."

      Second Quarter Sales Results and Earnings Guidance

For the thirteen weeks ended August 2, 2003, net sales of $3.7
billion represent an increase of 13 percent compared with net
sales of $3.3 billion for the same period ended August 3, 2002.
The company's second quarter comparable store sales increased 10
percent compared with a decrease of 7 percent in the second
quarter of the prior year.

The company also announced that it expects to report on August 21
second quarter earnings per share of $0.20 to $0.22, compared with
reported earnings of $0.06 per share for the second quarter of
2002.

Comparable store sales by division for the second quarter of 2003
were as follows:

    -- Gap U.S.:  positive 9 percent versus negative 13 percent
       last year

    -- Gap International:  positive 13 percent versus negative 12
       percent last year

    -- Banana Republic:  positive 5 percent versus negative 4
       percent last year

    -- Old Navy:  positive 11 percent versus negative 1 percent
       last year

Year-to-date sales of $7.0 billion for the 26 weeks ended
August 2, 2003 represent an increase of 14 percent over sales of
$6.2 billion for the same period ended August 3, 2002. The
company's year-to-date comparable store sales increased 11 percent
compared to a decrease of 12 percent in the prior year.

As of August 2, 2003, Gap Inc. operated 4,230 store concepts
compared with 4,261 store concepts last year. The number of stores
by location totaled 3,095 compared with 3,139 stores by location
last year.

Gap Inc. will release its second quarter earnings via press
release on August 21, 2003, at 1:30 p.m. Pacific Time. In
addition, the company will host a summary of Gap Inc.'s second
quarter results in a live conference call and webcast at
approximately 2:00 p.m. Pacific Time. The conference call can be
accessed by calling 800-374-0168 and international callers may
dial 706-634-0994.  The webcast can be accessed at gapinc.com.

As reported in Troubled Company Reporter's July 30, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BBB' rating to
apparel retailer The Gap Inc.'s $750 million senior secured bank
loan that matures on June 24, 2006.

The 'BB+' corporate credit and senior unsecured ratings on The Gap
were also affirmed. The outlook is negative. The San Francisco,
California-based company had about $2.9 billion of funded debt as
of May 3, 2003.

The revolving credit facility is rated two notches higher than the
corporate credit rating based on a very strong likelihood of full
recovery of principal in the event of default or bankruptcy. This
rating is supported by collateral coverage of more than 2.0x at
the company's seasonally low inventory period. The loan is secured
by a first priority perfected security interest in all U.S.
inventory of The Gap and the stock of its domestic subsidiaries.
The credit agreement requires as a condition to new borrowings
that there be no material adverse effect. Financial covenants
include a maximum leverage ratio and a minimum fixed coverage
ratio. Covenants also limit capital spending, prohibit increases
in the common dividend and share repurchases, and limit debt
repurchase.


GMAC COMMERCIAL: Fitch Drops Class N Notes Rating to D
------------------------------------------------------
Fitch Ratings downgrades GMAC Commercial Mortgage Securities,
Inc.'s mortgage pass-through certificates, series 2000-C2 as
follows:

     -- $4.1 million class N to 'D' from 'C'

In addition, Fitch affirms the following certificates:

     -- $96.8 million class A-1 'AAA';
     -- $485.5 million class A-2 'AAA';
     -- Interest-only class X 'AAA';
     -- $31 million class B 'AA';
     -- $28 million class C 'A';
     -- $10.6 million class D 'A-';
     -- $19.3 million class E 'BBB';
     -- $9.7 million class F 'BBB-';
     -- $4.8 million class M 'C'.

Fitch does not rate classes G, H, J, K, L, and O certificates. The
downgrade reflects losses incurred to the pool from the
liquidation of two of the stand-alone Kmart properties.

The certificates are collateralized by 127 mortgage loans and an
$88.1 million Freddie Mac guaranteed multifamily gold mortgage
participation certificate secured by two loans (12%) on five
multifamily properties, considered to be 'AAA' in Fitch's
analysis. The 2002 weighted average debt service coverage ratio,
for 81% of the pool that reported is 1.44 times, compared to 1.36x
at issuance for the same loans.

Currently, five loans (3.5%) are in special servicing, of which
the largest is secured by a hotel property in Hanover, MD (1.4%).
The loan initially transferred to special servicing due to non-
payment of January 2003 debt service, but has since been brought
current. The next largest specially serviced loan (1.2%) is
secured by a retail property in Meridian, CT and is 90 days
delinquent. One of the anchor tenants vacated the property. The
special servicer has commenced foreclosure on the property.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


GRAPHIC PACKAGING: Completes Merger Transaction with Riverwood
--------------------------------------------------------------
Graphic Packaging International Corporation closed its proposed
merge transaction with Riverwood Holdings, Inc., to form a global
paperboard packaging company with estimated annual sales of $2.2
billion.  

The new company will be known as Graphic Packaging Corporation
(NYSE: GPK) and will be headquartered in Marietta, Georgia.   

Approximately 79% of Graphic Packaging's common shares and 100% of
its preferred shares were voted for the merger during a special
shareholders' meeting held Thursday last week at the Company's
headquarters, exceeding the 66-2/3% required of each class to
approve the transaction.  

The proposed merger was originally announced on March 26, 2003.  
Mr. Coors will be executive chairman of the new company.  Stephen
M. Humphrey, currently president and chief executive officer of
Riverwood, will be president and chief executive officer, and
David W. Scheible, currently chief operating officer of Graphic
Packaging, will be executive vice president of commercial
operations for the new company.

Graphic Packaging International Corporation (NYSE: GPK) (S&P, B+
Corporate Credit Rating), with 2002 revenues of approximately $1.1
billion, is America's leading folding carton packaging supplier to
the food, beverage and other consumable products markets.  The
company's customers include some of the most instantly recognized
companies in the world.  Graphic Packaging operates one large
recycled paperboard mill and 19 modern converting facilities as
well as three research and design centers located throughout the
nation.  The company holds over 150 U.S. patents for its printing
and package converting processes. Additional information about the
company can be found at http://www.graphicpkg.com  


GRAPHIC PACKAGING: S&P Assigns Ratings After Merger Completion
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to paperboard and folding carton manufacturer
Graphic Packaging International Inc. Graphic Packaging, based in
Marietta, Georgia, was formed through the merger of Riverwood
International Corp. and Graphic Packaging Corp.

At the same time, Standard & Poor's assigned its 'B-' senior
unsecured debt rating to Graphic Packaging's $425 million 8.5%
senior unsecured notes due 2011 and its 'B-' subordinated debt
rating to Graphic Packaging's $425 million 9.5% subordinated notes
due 2013. Standard & Poor's also assigned its 'B+' bank loan
rating to the company's $1.6 billion senior secured credit
facility.

Proceeds from the notes and the new credit facility were used to
repay debt outstanding of about $1.5 billion at RVW and about $500
million at GPC.  

Standard & Poor's said that at the same time, it removed its
ratings on RVW and GPC from CreditWatch and then withdrew them.
Total debt at GPI following the merger is about $2.3 billion.

"Standard & Poor's believes the merger is a good strategic
combination that should provide forward integration opportunities,
a broader product line, the potential to accelerate revenue growth
for new consumer packaging applications, and a reduction in
customer concentration," said Standard & Poor's credit analyst
Pamela Rice. "In addition, the potential realization of $52
million of synergies identified by the companies, the expected tax
benefit of a significant portion of Riverwood's $1.2 billion of
net operating losses, and lower interest expense following the
debt refinancing should boost free cash flow generation above the
current capabilities of the individual companies."


HEALTHSOUTH CORP: Selling Doctors' Hospital to Baptist Health
-------------------------------------------------------------
Baptist Health South Florida and HealthSouth Corporation (OTC Pink
Sheets: HLSH) have reached a definitive agreement for Baptist
Health to purchase HealthSouth Doctors' Hospital, a 281- bed acute
care hospital located in Coral Gables, Fla. The transaction is
subject to normal closing conditions, including satisfaction of
requirements under the Hart-Scott Rodino Antitrust Improvements
Act and applicable state laws, and is currently expected to close
within 60 days.

"We are delighted to add Doctors' Hospital to the group of
outstanding hospitals and healthcare facilities operated by
Baptist Health," said Brian E. Keeley, president and chief
executive of Baptist Health South Florida. Baptist Health,
headquartered in Coral Gables, is a faith-based, not-for- profit
organization that includes Baptist Hospital, Baptist Children's
Hospital, South Miami Hospital, Homestead Hospital, Mariners
Hospital in Tavernier and Baptist Outpatient Services.

Joel C. Gordon, Interim Chairman of HealthSouth, said, "Doctors'
Hospital has earned an excellent reputation in South Florida
throughout the years, built on outstanding patient care and
dedication to the community. We are pleased that Doctors' Hospital
will become an important part of Baptist's well-regarded
integrated healthcare delivery system in South Florida. For
HealthSouth, we believe that this decision will strengthen our
financial position, helping to ensure the long-term viability and
financial success of the company as we move forward with our
restructuring."

Included in the transaction are the hospital facility, parking
garage, home health agency and physician office building. Under
the agreement, Baptist Health is purchasing the assets of Doctors'
Hospital, but not assuming its liabilities.

"Our objective is to extend our not-for-profit mission to Coral
Gables," Keeley said. He said that Baptist Health intends to
maintain and expand the services offered at Doctors Hospital. "Our
track record speaks for itself," he said. He noted that Baptist
Health has improved facilities and services in its earlier
acquisitions of South Miami, Homestead and Mariners Hospitals.
Baptist Health has just embarked on a $130 million expansion and
renovation of South Miami Hospital; it built a new hospital and
outpatient center for Mariners Hospital; and will begin
construction soon on a hospital to replace Homestead Hospital.

Keeley said Baptist Health will finance the Doctors' Hospital
transaction with a combination of cash and debt.

HealthSouth, which is currently in default under its credit
facility with JPMorgan Chase Bank and Wachovia Securities, is the
nation's largest provider of outpatient surgery, diagnostic
imaging and rehabilitative healthcare services, with nearly 1,700
locations in all 50 states and abroad.

Baptist Health South Florida is the largest not-for-profit
healthcare organization in the region. It includes Baptist
Hospital, Baptist Children's Hospital, South Miami Hospital,
Homestead Hospital, Mariners Hospital, Miami Cardiac & Vascular
Institute and Baptist Outpatient Services. Baptist Health has more
than 9,100 employees and about 1,600 physicians on the medical
staff. For more information on the Company, visit
http://www.baptisthealth.net


HOUSTON EXPLORATION: Elects Stephen McKessy to Board of Directors
-----------------------------------------------------------------
The Houston Exploration Company (NYSE: THX) has elected Stephen W.
McKessy to its board of directors, effective July 29, 2003.  The
addition of Mr. McKessy expands the size of the company's board of
directors to 11 members.

Mr. McKessy is a retired partner of PricewaterhouseCoopers.  
During his 37 years with the firm he held various management
positions, including acting as vice chairman and serving as a
member of the firm's management committee. He was also the
regional managing partner for the firm's businesses in the New
York area.

A graduate of St. John's University in New York, Mr. McKessy
currently serves on the advisory board for the college of business
administration.  In addition, he is a board member of KeySpan
Energy Corporation.

"Steve is a welcomed addition to the Houston Exploration board and
is committed to the company's growth," said Robert B. Catell,
chairman of the board for The Houston Exploration Company.  "His
understanding of accounting and financial reporting issues,
combined with his general business acumen and leadership strengths
will provide great value to the company."

The Houston Exploration Company is an independent natural gas and
oil company engaged in the development, exploitation, exploration
and acquisition of natural gas and crude oil properties.  The
company's operations are focused in South Texas, the shallow
waters of the Gulf of Mexico and the Arkoma Basin with additional
production in East Texas, South Louisiana and West Virginia. For
more information, visit the company's Web site at
http://www.houstonexploration.com

As reported in Troubled Company Reporter's June 6, 2003 edition,
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on The Houston Exploration Co., to 'BB' from 'BB-'.
At the same time, Standard & Poor's assigned its 'B+' rating to
Houston Exploration's proposed $150 million senior subordinated
notes offering. The proceeds will be used to redeem the company's
existing subordinated notes and repay short-term debt. The outlook
is stable.

Houston, Texas-based Houston Exploration's has about $175 million
in outstanding debt.


ICOS CORP: $279MM Convertible Subordinated Notes Gets CCC Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to emerging pharmaceutical company ICOS Corp. At the
same time, Standard & Poor's assigned its 'CCC' subordinated debt
rating to ICOS' $279 million 2% convertible subordinated notes due
2023.

The outlook is positive. ICOS has approximately $279 million of
debt outstanding.

"The low speculative-grade ratings on the company reflect the
operating losses and cash requirements of its significant
collaborative R&D efforts," said Standard & Poor's credit analyst
Arthur Wong. The company currently has one marketed product in
Europe, Cialis, through its joint venture with Eli Lilly & Co.
Losses are expected to continue for the next several years as ICOS
invests in its marketing infrastructure and the development of its
drug pipeline. These risks are partially mitigated by the
financial cushion of on-hand cash and the promise of Cialis.

Bothell, Washington-based ICOS focuses on the development and
commercialization of pharmaceutical products. Cialis, an oral
erectile dysfunction medication, is ICOS' most important near-term
cash flow generating opportunity. The drug is currently marketed
in Europe, and approval by the U.S. Food and Drug Administration
(FDA) is expected in the second half of 2003. Profits from
European Union and North American sales of the drug are shared
through a 50/50 joint venture with Eli Lilly & Co called Lilly
ICOS.

Cialis is poised to compete against Pfizer Inc.'s well-established
Viagra and another newcomer, Bayer AG's Levitra, in the multi-
billion dollar impotence market. The drug may be differentiated by
its longer duration of action and serve as an alternative therapy
for patients who find Viagra ineffective. Nevertheless, a fierce
marketing battle between the three competitors is expected, and
the success of efforts to establish a new drug as a viable
alternative to such a well-known drug like Viagra is uncertain.

Furthermore, while the FDA's approval of Cialis is expected to
occur in the second half of 2003, an approval is not guaranteed,
and access to the large U.S. prescription market is essential to
the success of the product. In addition, even if Cialis is a
success, ICOS is not expected to be profitable for several years.


K & F INDUSTRIES: S&P Affirms BB- Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on K & F Industries Inc. The
ratings are removed from CreditWatch, where they were placed on
March 18, 2003. The outlook is stable. Rated debt is $435 million.

"The affirmation is based on K & F Industries' adequate earnings
and cash flow protection measures, despite very difficult
conditions in most of the company's markets, and signs that the
operating environment has begun to stabilize," said Standard &
Poor's credit analyst Roman Szuper.

The ratings on New York, N.Y.-based K & F reflect a fairly heavy
debt burden, modest scale of operations (annual revenues about
$350 million), and some cyclicality. Those factors are partly
offset by K & F's defensible positions in niche commercial and
military aerospace markets, efficient operations, and an
expectation that the firm will employ its generally predictable
free cash flow to reduce high debt levels.

Privately held K & F is 50%-owned by Bernard Schwartz, Chairman
and CEO, with the rest owned by four Lehman Brothers investment
trusts. Lehman Brothers has the right to offer for sale its
ownership interests to K & F at any time. However, such a
transaction, which would cause K & F to be recapitalized again
with potential for large additional borrowings, is not expected
soon following the $200 million dividend in late 2002.

The company is a leading supplier of braking systems--wheels,
steel and carbon brakes, and anti-skid systems--and fuel tanks to
the aerospace industry. Braking products (86% of sales and a
higher percentage of profits in 2002) are on diverse civil and
military programs, with a focus on short-haul, high-cycle
aircraft.

Demand from main airlines and general aviation customers weakened
in the second half of 2002 and the first half of 2003, stemming
from a soft global economy and the consequences of the Sept. 11,
2001, attacks, the Iraq war, and SARS, partially offset by
increased orders from regional carriers and military sales. About
75% of its braking systems sales (65% of total sales) are to the
replacement market, normally a stabilizing factor, although the
accelerated retirement of older aircraft types by airlines has had
a moderately adverse effect on that portion of the business.
Still, recent program wins in the regional and corporate jet
sector should enable K & F to grow its fleet over time. Also, the
firm is the leader in the small global commercial and military
market for aircraft fuel tanks (14% of sales).

A diversified customer base of more than 175 airlines, airframe
manufacturers, governments, and distributors, and an installed
base of more than 28,000 aircraft (including helicopters),
enhances stability. Moreover, increasing defense spending bodes
well for K & F's military sales (30% of the total in 2002 and a
likely higher proportion in 2003).

K & F's healthy free cash flow generation and management's
commitment to debt reduction should improve the credit profile to
a level appropriate for the ratings in the intermediate term.


KAYDON: S&P Assigns BB+ Corp. Credit and BB- Sub. Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Kaydon Corp. At the same time, Standard & Poor's
assigned its 'BB-' subordinated debt rating to Kaydon's $200
million 4% convertible note issue due 2023. The outlook is stable.

Ann Arbor, Michigan-based Kaydon's products include bearings,
split roller bearings, and seals. It is a leading manufacturer of
highly engineered components used in a modest-size industrial
markets.

"Leading market positions, a healthy amount of aftermarket sales,
and a liquid balance sheet limit downside potential for the
rating," said Standard & Poor's credit analyst Joel Levington. "At
the same time, an aggressive growth appetite, litigation
exposures, and the modest scale of operations limit financial
flexibility and upside ratings potential."

Because of continued weakness in the general industrial markets,
particularly power generation and aerospace, Kaydon implemented
lean manufacturing and disciplines that have enabled it to reduce
manufacturing capacity and inventory levels and continue to
generate free cash flow.

Competitive advantages for Kaydon include  a focus on customer
service, good customer and end-market diversity, and fair
geographic breadth.

Kaydon supplements internal growth with niche and strategic
acquisitions.

"While external growth opportunities may come from markets new to
the company, targets are expected to have similar manufacturing
and marketing structures and to operate as independent units,
which should minimize integration challenges," Mr. Levington said.


KINGSWAY FINANCIAL: Reports Improved June Quarter Fin'l Results
---------------------------------------------------------------
Kingsway Financial Services Inc., (TSE:KFS, NYSE:KFS) announced
record financial results for the quarter and six months ended
June 30, 2003.

Net income increased by 68% to $27.3 million, compared to $16.2
million reported in the second quarter of last year. Net income
for the six month period was a record $51.7 million, an increase
of 59% over the $32.5 million reported last year. Return on equity
on an annualized basis improved to 18.2% for the quarter and 17.2%
for the six months compared to 11.8% and 11.9%, respectively for
the same periods last year.

Diluted earnings per share was 55 cents for the quarter, compared
to 33 cents for the second quarter of 2002 last year. For the six
month period, diluted earnings per share increased by 58% to
$1.04.

A significant portion of the Company's operations and net assets
are denominated in U.S. dollars whereas the Company reports in
Canadian dollars. During the second quarter and for the six month
period the Canadian dollar appreciated significantly against the
U.S. dollar thereby affecting the comparability to the same
periods of 2002. Had the results of the U.S. operations been
translated at the same exchange rates as the same periods last
year, net income and earnings per share for the quarter would have
been further increased by $3.2 million and 6 cents, respectively,
and for the six month period by $4.4 million and 9 cents,
respectively.

"We are pleased to report record net income and earnings per share
for the fourth consecutive quarter", said Bill Star, President &
Chief Executive Officer. "We are very pleased with the results of
our U.S. operations, and in particular, our non-standard auto
results in Illinois which were exceptional. We achieved record
earnings despite the impact of currency translation of our U.S.
dollar earnings and the results of our Canadian operations."

                        Premium Growth

During the second quarter of 2003, gross premiums written
increased 25% to $629.9 million compared with $502.6 million last
year. For the year to date gross premiums written increased by 45%
to $1.3 billion compared to $919.0 million last year.

For the quarter, gross premiums written from U.S. operations
increased 25% to $453.9 million compared with $362.2 million last
year and Canadian operations grew 25% to $176.0 million. For the
six months, gross premiums written by the U.S. operations were
$1.0 billion, an increase of 50% over last year, and for the
Canadian operations were $303.1 million, an increase of 30% over
last year.

For the six month period, gross premiums written from trucking and
commercial automobile increased 69% over last year to $585.2
million. Gross premiums written from non-standard automobile
increased 19% over last year to $465.1 million.

Net premiums written increased 46% to $1.3 billion compared with
$870.1 million for the first six months of last year. Net premiums
earned increased 65% to a record $1.2 billion for the first six
months of this year, compared with $709.6 million last year.

              Underwriting Profit & Combined Ratio

The combined ratio of 99.2% for the second quarter produced an
underwriting profit of $4.7 million, compared with $0.3 million
reported in the second quarter of 2002. The combined ratio
improved to 98.1% compared with 99.7% in the first six months of
2002, which produced a record six month underwriting profit of
$22.5 million compared with $2.5 million in the first half of last
year. The U.S. operations combined ratio improved to 96.1%
compared to 96.6% in the first half of last year and for the
Canadian operations improved to 105.4% compared to 108.4% for the
same period last year.

                        Investment Income

Investment income increased to $19.2 million ($34.9 million year
to date) compared with $17.0 million ($30.8 million year to date)
for the second quarter of 2002. Realized gains amounted to $9.5
million ($8.8 million year to date) compared with $1.6 million
($5.3 million year to date) in the second quarter of 2002.
Unrealized gains on the investment portfolio increased to $66.6
million ($1.36 per share outstanding) at June 30, 2003 compared
with $21.9 million at March 31, 2003 as a result of the Company's
increased investment in common shares during the first half of
2003.

                            Net Income

Net income for the quarter was $27.3 million, a 68% increase over
the $16.2 million reported in the second quarter last year. In the
fourth quarter of 2002, in order to be more consistent with the
industry practice and its treatment of expenses on its program
business, the Company commenced deferral of underwriting and
marketing costs relating to the acquisition of premiums on its
non-program business. The impact of this was an increase in net
income of $2.8 million ($7.3 million year to date) or 6 cents per
share diluted (15 cents per share diluted year to date) in the
second quarter of 2003.

                          Balance Sheet

Total assets as at June 30, 2003 grew to $3.1 billion. During the
quarter, shareholders' equity was reduced by $40.0 million ($74.0
million year to date) and book value by 82 cents ($1.51 year to
date) as a result of the unrealized currency translation
adjustment. Despite this adjustment, book value per share
increased by 7% to $12.09 from $11.29 a year ago. The investment
portfolio, including cash and accrued investment income, increased
to $2,192.0 million (market value $2,258.6 million), compared to
$2,094.9 million (market value $2,127.5 million) as at
December 31, 2002. Investment portfolio per share increased 4% to
$44.78 compared to $42.93 as at December 31, 2002.

                        Subsequent Event

The Company completed its previously announced common share
offering in July 2003. In total, 6,710,000 common shares were
issued for gross proceeds of $112,057,000.

Kingsway's primary business is trucking insurance and the insuring
of automobile risks for drivers who do not meet the criteria for
coverage by standard automobile insurers. The Company currently
operates through nine wholly-owned insurance subsidiaries in
Canada and the U.S. Canadian subsidiaries include Kingsway General
Insurance Company, York Fire & Casualty Insurance Company and
Jevco Insurance Company. U.S. subsidiaries include Universal
Casualty Company, American Service Insurance Company, Southern
United Fire Insurance Company, Lincoln General Insurance Company,
U.S. Security Insurance Company, American Country Insurance
Company and Avalon Risk Management, Inc. The Company also operates
reinsurance subsidiaries in Barbados and Bermuda. Kingsway
Financial, Lincoln General Insurance Company, Universal Casualty
Insurance Company, Kingsway General, York Fire, Jevco and Kingsway
Reinsurance (Bermuda) are all rated "A-" Excellent by A.M. Best.
The Company's senior debt is rated 'BBB' (investment grade) by
Standard and Poor's and by Dominion Bond Rating Services. The
common shares of Kingsway Financial Services Inc. are listed on
the Toronto Stock Exchange and the New York Stock Exchange, under
the trading symbol "KFS".

                          *   *   *

As previously reported in the Troubled Company Reporter, Standard
& Poor's Ratings Services assigned its triple-'B' rating to
Kingsway Financial Services's Canadian senior debt issue of
approximately C$100 million.

Standard & Poor's also assigned its double-'B'-plus preferred
stock rating to Kingsway Financial Capital Trust I's trust
preferred securities of up to US$75 million.

In addition, Standard & Poor's affirmed its triple-'B'
counterparty credit rating on KFS. The outlook is stable.


KMART HOLDINGS: Files Q1 Financial Statements on SEC Form 8-K  
-------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) filed with the Securities
and Exchange Commission on Form 8-K the Company's interim
financial statements for the 13-week period ended April 30, 2003,
audited by its independent accountants.

These interim audited financial statements reflect the impact of
"fresh start" accounting upon the emergence of Kmart Corporation
from Chapter 11 protection. At the request of the Audit Committee
of the Board of Directors, the Company's quarterly financial
statements, previously filed with the SEC on June 16, 2003, were
audited by the Company's independent accountants.

The Company also filed with the SEC on Form 10-Q/A, an amendment
to its previously filed Form 10-Q, filed on June 16, 2003.

In an explanatory note included in the filing, the company said
the purpose of the amendment is to update the unaudited financial
statements filed June 16, 2003, to reclassify certain losses from
discontinued operations to continuing operations.

The Company, together with its subsidiaries, is a mass
merchandising company that offers customers quality products
through a portfolio of exclusive brands that include DISNEY,
JACLYN SMITH, JOE BOXER, KATHY IRELAND, MARTHA STEWART EVERYDAY,
ROUTE 66, SESAME STREET, and THALIA SODI. It operates more than
1,500 stores in 49 states and is one of the 10 largest employers
in the country with 170,000 associates. For more information visit
the Company's Web site at http://www.kmart.com  


LAIDLAW INC: Resolves Bank of New York's Allowed Claims
-------------------------------------------------------
The Bank of New York is a successor trustee under a May 1, 1993
Indenture with the Industrial Development Board of the
Metropolitan Government of Nashville and Davidson County, as
Issuer, under which Series 1993 Bonds for $15,700,000 were
issued.  Pursuant to the Indenture, the Industrial Development
Board's obligations under the Indenture were secured by the
assignment of all rights under a May 1, 1993 Loan Agreement, a
Deed of Trust and a Security Agreement between the Industrial
Development Board and OSCO Treatment Systems, Inc., now named
Safety-Kleen (Nashville), Inc.

Under the Loan Agreement, the Industrial Development Board made a
loan to Safety-Kleen for $15,700,000.  Safety-Kleen Nashville
promised to make installment payments sufficient to meet the debt
service on the Bonds and to pay The Bank of New York's fees and
expenses.  Pursuant to a May 1, 1993 Guaranty Agreement, by and
between Laidlaw Inc. and Bank of New York, as successor trustee
under the Indenture, Laidlaw provided a guaranty with respect to
the payment of the principal of, and interest on, the Bonds and
all of the obligations of Safety-Kleen Nashville under the Loan
Agreement.             

On June 9, 2000, Safety-Kleen Nashville and its affiliates filed
for Chapter 11 in the U.S. Bankruptcy Code for the District of
Delaware.  Pursuant to the Loan Agreement, Safety-Kleen
Nashville's Chapter 11 filing constituted an event of default,
which likewise constitutes an event of default under the
Indenture.  Consequently, and under the Indenture, The Bank of
New York became entitled to exercise all rights of the Industrial
Development Board against Safety-Kleen Nashville under the Loan
Agreement, the Security Agreement and the Deed of Trust to
satisfy its claim under the Indenture and the Guaranty.     

Pursuant to the Indenture, the Deed of Trust and the Security
Agreement, the liabilities to The Bank of New York as trustee
were secured by a collateral, including real estate and the funds
held in a construction fund The Bank of New York held.  The net
proceeds of the real estate sale and the balance in the
Construction Fund, after payment of and reservation for the
Bank's fees and expenses, were distributed to the Bondholders
pursuant to the Delaware Bankruptcy Court's orders in the Safety-
Kleen Nashville Chapter 11 case.

The Bank of New York has received no additional funds from
Safety-Kleen Nashville or its affiliates on account of the Loan
Agreement, the Security Agreement and the Deed of Trust.  On
October 15, 2001, the Bank filed Proof of Claim Number 438
against the Debtors on behalf of itself and the bondholders for
claims arising under the Indenture, the Loan Agreement and the
Guaranty for $6,213,446, inclusive of principal and accrued
interest.

Consequently, however, the parties agreed to fix the allowed
amount of Claim No. 438 with respect to the Indenture, the Loan
Agreement and the Guaranty in accordance with the Plan, through a
stipulation, which provides that:

   (a) Claim No. 438 will be allowed for $6,213,446 in full
       satisfaction of any and all claims that The Bank of New
       York and the bondholders have against the Debtors, whether
       asserted in Claim no. 438 or otherwise, arising under the    
       Indenture, the Loan Agreement or the Guaranty;

   (b) Claim No. 438 will be satisfied in accordance with the
       treatment provided to General Unsecured Claims in Class 6
       under the Plan; and

   (c) Distributions to be made pursuant to the Plan to the
       bondholders on account of Claim No. 438 will be made to
       the Bank, and after first deducting its fees and
       expenses, the Bank will then distribute the Property to
       the bondholders in accordance with the Indenture. (Laidlaw
       Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)  


LANCE TRUST: Fitch Hatchets 2 Leveraged Asset Notes Rating to B-
----------------------------------------------------------------
Fitch Ratings downgrades both the leveraged asset notes of LANCE
Trust, series 1999-1 and series 00-1-A. Both trust series are
synthetic collateralized loan obligations that allow investors to
participate in the credit performance of diversified pools of bank
loans originated by Chase Manhattan Bank (now JPMorgan Chase
Bank), the swap counterparty.

The following securities are downgraded:

                    LANCE Trust, series 1999-1

     -- $27,500,000 leveraged asset notes maturing Jan. 15, 2005
        to 'B-' from 'B'.

                    LANCE Trust, series 00-1-A

     -- $23,000,000 leveraged asset notes maturing Oct. 15, 2005
        to 'B-' from 'B'.

LANCE Trust, series 1999-1, which closed on Dec. 15, 1999, was
established to provide credit protection on up to $550 million
reference portfolio of senior bank loans.

LANCE Trust, series 00-1-A, which closed on Oct. 17, 2000, was
formed to provide credit protection on up to $460 million
reference portfolio of senior bank loans.

Since the last review conducted in March 2002, the reference pools
have experienced more defaults and the credit quality of the
remaining loan pools has experienced further deterioration.

After reviewing the portfolios' current default levels, evaluating
the credit quality of the remaining loan pools, conducting
extensive discussions with the sponsor/swap counterparty, and
performing cash flow stress runs based on the remaining lives and
quality of the reference assets, Fitch has determined that the 'B'
ratings assigned to the above-mentioned leveraged asset notes no
longer reflect the current risk to the noteholders. Fitch's rating
action reflects higher than expected level of defaults amongst
originally high grade bank loans in the portfolio of both
transactions. Fitch will continue to monitor and review these
transactions for future rating adjustments.
                                      

LEAP WIRELESS: Cricket Wants Edge Designated as 'Stalking Horse'
----------------------------------------------------------------
Leap Wireless Debtor Cricket Licensee, Inc. asks the Court to
approve its designation of Edge Acquisitions LLC as the "stalking
horse bidder" in connection with proposed sale of two personal
communications services licenses.

As part of their wireless telecommunications network, the Debtors
own hundreds of personal communications services licenses for
markets across the county, including Cricket Licensee's ownership
of the Twin Falls and Idaho Falls licenses.  Both licenses will
expire on July 22, 2009.  Unfortunately, the Twin Falls and Idaho
Falls markets are not productive.

Accordingly, Cricket Licensee decided to sell the Licenses.
Currently, Edge Acquisitions, LLC expressed an interest in
purchasing the Licenses.  After extensive negotiations, both
parties agreed on a purchase price comparable to other sales of
PCS licenses and entered into an Agreement.

Robert A. Klyman, Esq., at Latham & Watkins, in Washington, D.C.,
relates that Cricket Licensee seeks to designate Edge's Offer as
the  "stalking horse" bid for the Licenses because:

    (i) it contains what is currently the highest purchase price
        for the Licenses, and

   (ii) Edge has obtained FCC approval for the Sale.

Edge offered $3,250,000 cash at closing for the Licenses.  The
sale of the Licenses is subject to FCC approval and other
customary closing conditions.  The FCC granted its approval of
the assignment of the Licenses from Cricket Licensee to Edge as
the Proposed Purchaser to September 15, 2003.

Under the proposed Bidding Procedures for the Licenses, competing
bidders must top Edge's offer by $25,000.  The Debtors have no
liability to Edge in the event that a higher bidder consummates
the sale and Leap will pay not break-up or other termination fee.

Mr. Klyman asserts that these uniform bidding procedures be
approved. (Leap Wireless Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


LORAL SPACE: Successfully Lauches Exchostar IX/Telstar Satellite
----------------------------------------------------------------
EchoStar IX/Telstar 13, a powerful multi-band satellite built for
EchoStar Communications Corporation and Loral Skynet by Space
Systems/Loral (SS/L), was successfully launched Thursday last week
at 11:31 pm EDT.

The satellite, to be positioned at 121 degrees West longitude, was
sent into space from the Odyssey Launch Platform, positioned on
the Equator in the Pacific Ocean, on a Sea Launch Zenit-3SL
rocket.

In a unique satellite sharing arrangement, EchoStar will operate
the Ku- and Ka-band payloads as EchoStar IX; Loral Skynet, a
subsidiary of Loral Space & Communications, will initially own and
operate the C-band payload as Telstar 13. In July, Loral reached a
definitive agreement to sell Telstar 13, along with five other
North American telecommunications satellites to Intelsat, Ltd.,
Hamilton, Bermuda.

The spacecraft's Ku-band fixed satellite services (FSS)
transponders are designed to enhance EchoStar's current U.S. DISH
Network satellite TV service. EchoStar IX will join EchoStar's
current fleet of eight satellites that provide DISH Network
customers with hundreds of all-digital television channels,
including interactive TV services, sports programming, high
definition television and international programming.

The spacecraft is also equipped with the first U.S. commercial Ka-
band spot-beam payloads. The successful launch of EchoStar IX
brings EchoStar's fleet to nine satellites, including three
satellites previously built by SS/L.

Telstar 13's 24 C-band FSS transponders operating at 36 MHz will
provide Skynet's cable programming customers with coverage
throughout North America, including Alaska, Hawaii and Puerto
Rico. Skynet's current satellite serving cable programmers,
Telstar 7, is operating nearby at 127 degrees West longitude.
Together the satellites form a very attractive platform to cable
programmers looking for the benefits of a strong neighborhood and
restoration solutions.

"Building this satellite has been a tremendous success for all
parties involved," said Patrick DeWitt, SS/L's president and chief
operating officer. "Our close relationships with EchoStar and
Skynet have been an important part of SS/L's success, and our
shared commitment to quality remains our top priority."

Built at Space Systems/Loral's Palo Alto, Calif., facility,
EchoStar IX/Telstar 13 is based on SS/L's space-proven 1300
geostationary satellite platform, which has an excellent record of
reliable operation. The 1300 is designed to achieve a long life,
in this case 15 years, excellent station-keeping and orbital
stability by using bipropellant propulsion and momentum-bias
attitude control systems. A system of high-efficiency solar arrays
and batteries provide uninterrupted electrical power. In all, SS/L
satellites have amassed nearly 1,000 years of on-orbit service.

On July 15, 2003, Loral announced that it had reached a definitive
agreement to sell its North American telecommunications satellites
to Intelsat, Ltd. In conjunction with this sale, Loral and certain
of its subsidiaries filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code. The transaction with
Intelsat is expected to close within four to six months, pending
Bankruptcy Court and regulatory approval.

After this transaction, Loral Skynet will continue to operate an
integrated fixed satellite and network services business using its
fleet of five telecommunications satellites and its established
VSAT/fiber global network infrastructure.

EchoStar Communications Corporation (NASDAQ:DISH), through its
DISH Network(TM), is a leading U.S. provider of satellite
television entertainment services with 8.53 million customers.
DISH Network provides advanced digital satellite television
services to the home, including hundreds of video, audio and data
channels, personal video recording, HDTV, sports and international
programming, professional installation and 24-hour customer
service. For more information, visit DISH Network at
http://www.dishnetwork.com  

A pioneer in the satellite industry, Loral Skynet continues to
deliver the superior service quality and range of satellite
solutions that have made it an industry leader for more than 40
years. With its fleet of satellites and its established hybrid
VSAT/fiber global network infrastructure, Skynet offers a unique,
single source for all broadcast, data network, Internet access and
IP needs. Headquartered in Bedminster, New Jersey, Skynet is
dedicated to providing secure, high-quality connectivity and
communications. For more information, visit
http://www.loralskynet.com  

Space Systems/Loral, a subsidiary of Loral Space & Communications
(OTC BB:LRLSQ), is a premier designer, manufacturer, and
integrator of powerful satellites and satellite systems. SS/L also
provides a range of related services that include mission control
operations and procurement of launch services. Based in Palo Alto,
Calif., the company has an international base of commercial and
governmental customers whose applications include broadband
digital communications, direct-to-home broadcast, defense
communications, environmental monitoring, and air traffic control.
For more information, visit http://www.ssloral.com  

Loral Space & Communications is a high technology company that
concentrates primarily on satellite manufacturing and satellite-
based services. For more information, visit Loral's Web site at
http://www.loral.com


LYONDELL: Says Financials Unaffected by Millenium's Restatement
---------------------------------------------------------------
In response to numerous inquiries, Lyondell Chemical Company
(NYSE: LYO) stated that Millennium Chemicals' recently announced
financial restatement will have no effect on the financial
statements of Lyondell or Equistar.

Equistar is a partnership between Lyondell and Millennium and, as
such, is not subject to federal income taxes.  Each partner is
responsible for reporting the tax effects of its share of
partnership operations in its own financial statements.

Since the inception of Equistar in December 1997, Lyondell has
reported the appropriate deferred taxes related to its interest in
Equistar, and does not expect any adjustments similar to those
described by Millennium.

Lyondell Chemical Company -- http://www.lyondell.com--  
headquartered in Houston, Texas, is a leading producer of:
propylene oxide (PO); PO derivatives, including toluene
diisocyanate (TDI), propylene glycol (PG), butanediol (BDO) and
propylene glycol ether (PGE); and styrene monomer and MTBE as co-
products of PO production.  Through its 70.5% interest in Equistar
Chemicals, LP, Lyondell also is one of the largest producers of
ethylene, propylene and polyethylene in North America and a
leading producer of ethylene oxide, ethylene glycol, high value-
added specialty polymers and polymeric powder. Through its 58.75%
interest in LYONDELL-CITGO Refining LP, Lyondell is one of the
largest refiners in the United States processing extra heavy
Venezuelan crude oil to produce gasoline, low sulfur diesel and
jet fuel.

As reported in Troubled Company Reporter's July 29, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lyondell Chemical Co. to 'BB-' from 'BB'.

Standard & Poor's also lowered its corporate credit rating on
Lyondell's 70.5%-owned subsidiary, Equistar Chemicals L.P. to
'BB-' from 'BB' The current outlook on both companies is negative.


MANGUM FUNERAL HOME: Case Summary & 13 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Mangum Funeral Home, Inc.
        P.O. Box 2043
        Center, Texas 75935-2043

Bankruptcy Case No.: 03-90577

Type of Business: The Debtor operates a funeral home

Chapter 11 Petition Date: August 4, 2003

Court: Eastern District of Texas (Lufkin)

Judge: Bill Parker

Debtor's Counsel: Don F. Russell, Esq.
                  Russell & Madan, PC
                  4265 San Felipe Suite 250
                  Houston, TX 77027
                  Tel: 713-355-3333
                  Fax: 713-355-3303

Total Assets: $679,570

Total Debts: $1,613,228

Debtor's 13 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
PSI Lending, Ltd.           Unsecured Portion         $762,000
4615 Post Oak Place,
Suite 250
Houston, TX 77027

PSI Lending, Ltd.           Promissory Note;        $1,300,000
4615 Post Oak Place         Deed of Trusts;     Value of Security
Suite 250                   Security Agreement        $538,000
Houston, TX 77027                               Unsecured Balance
                                                      $762,000

Billy M. Watson             Loans to Mangum           $133,066

York Group, Inc.                                       $87,081

Janie Graves                Taxes for 2001 and 2002    $40,000            

Esser Mfg.                  Caskets                    $26,252

Batesville Casket Co.       Caskets                    $24,951

National Music Services     Music machine               $1,514

Champion                    Embalming Fluid             $1,004

Coca Cola Enterprises                                     $506

Mama Goose Co.              Burial urns                   $198

Oreck                       Vacuum Cleaner                $191

Berry Co.                   Advertisement                 $168


MIRANT CORP: Court Approves GECF Mastercard Secured Credit Pact
---------------------------------------------------------------
On June 15, 2001, the Mirant Debtors and GE Capital Financial,
Inc. entered into a Purchasing Card Program Agreement whereby GECF
provided credit charge accounts, credit cards and credit card
services to the Debtors through MasterCard International, Inc.
Under the Agreement, the Debtors obtained credit cards for
approximately 400 employees enabling those employees to charge
business expenses, which expenses the Debtors repaid to GECF in
accordance with its agreement with GECF.  To support their
repayment obligations under the Agreement, the Debtors issued on
May 13, 2003 a $1,500,000 irrevocable letter of credit from
Wachovia Bank, National Association.

Robin Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that prior to the Petition Date, the Debtors have no past
due amount owed to GECF.  In fact, just prior to the Petition
Date, Debtor Mirant Services LLC paid GECF $927,389 to pay down
the then current amounts outstanding but yet past due.  The
Payment was made to GECF prior to the due date with the
expectation that GECF would continue to provide the crucial
credit card services under the Agreement.  GECF expressed its
concern that the Payment may be avoidable under the applicable
law.

However, GECF still immediately terminated the Agreement when the
Debtors filed for Chapter 11 protection, which the Agreement
permits.  Regardless of the enforceability of ipso facto
termination provision, GECF is under no obligation to provide the
Debtors with postpetition credit under the Agreement.  In
addition, GECF has also taken the position that the Agreement
constitutes a financial accommodation contract under Sections
365(c)(2) and (e)(2)(B) of the Bankruptcy Code, and therefore
cannot be assumed or assigned by the Debtors even if the parties
otherwise agreed.

Mr. Phelan notes that the Agreement's termination has forced the
Debtors' employees to charge their regularly occurring business
expenses on their own, personal credit accounts.  According to
Mr. Phelan, this has negatively impacted employee morale,
needlessly created additional administrative expense for the
Debtors in processing thousands of individual business
reimbursement expenses, which the Employees cannot sustain.

To resolve this current dilemma, the Debtors negotiated with
GECF.  GECF is willing to enter into a new Purchasing Card
Agreement to enable the Debtors to incur postpetition credit
through the use of credit Cards.  Mr. Phelan reports that the New
Agreement contains terms substantially similar to those contained
in the prepetition Agreement with modifications to reflect the
fact that the Debtors are now under bankruptcy protection.  Among
other things, the parties acknowledge that in the New Agreement,
any extension of credit will have the priority of an expense of
administration under Sections 503(b) and 507(a)(1) of the
Bankruptcy Code.

Moreover, the parties agreed that, after approval of proposed
compromise regarding the Payment is obtained, the Letter of
Credit will be terminated and replaced by a $1,500,000 certificate
of deposit, which CD will be obtained immediately. The CD will be
pledged to, and a security interest granted in favor of, GECF to
secure the Debtors' payment obligations under the New Agreement.  
Additionally, the Debtors also agreed to pay no more than 50% of
the reasonable and necessary fees and costs GECF incurred in
connection with preparation of the New Agreement; provided, that
the Debtors will reimburse GECF in full for reasonable fees and
costs incurred by GECF.

With respect to the proposed compromise regarding the Payment, the
Debtors and GECF agreed that:

    (a) GECF will deposit an amount equal to the Payment, which
        is $927,389, into a segregated trust account maintained
        by the Debtors' proposed counsel, White & Case, LLP;

    (b) GECF will then draw upon the LC in an amount equal to:

         (i) the Payment, plus

        (ii) other amounts owing under the Agreement as of
             July 14, 2003 amounting to $75,889, for a total draw
             under the LC equal to $1,003,278;

    (c) Upon receipt of the $1,003,278 from the Issuing Bank, the
        $927,389 held in the Trust Account will be returned to
        the Debtors for the benefit of their estates; and

    (d) The Debtors will then terminate the LC.

Accordingly, by this motion, the Debtors ask the Court to:

    (i) authorize them to enter into an agreement on
        substantially similar terms as those contained in the New
        Agreement and thereby allow them to incur:

        (a) on an interim basis, secured credit in an amount not
            to exceed $401,604 through the use of corporate
            credit cards issued by Mastercard and administered
            by GECF; and

        (b) on a final basis, secured credit under and in
            connection with the New Agreement for in an amount
            not to exceed $1,500,000; and

   (ii) on an interim and final basis, allow them to obtain from
        unencumbered funds a certificate of deposit equal to
        $1,500,000 and pledge the certificate of deposit -- and
        grant a security interest -- to GECF to secure the payment
        obligations under the New Agreement.

Mr. Phelan contends that under Section 364(c)(2) of the
Bankruptcy Code, the Court should approve the Debtors' request
because:

    (a) The Debtors' ability to preserve their prepetition
        practice of having employees charge business-related
        expenses incurred in the ordinary course on corporate
        credit cards is critical for:

        -- the Debtors' business operations are performed by
           employees who undertake the day-to-day tasks that
           enable the Debtors to run an energy enterprise; and

        -- without the cards, the employees' morale will be
           eroded;

    (b) The terms of the New Agreement are fair under the
        circumstances;

    (c) The terms of the New Agreement are reasonable when one
        considers the alternative of engaging a new credit card
        vendor to provide the credit services GECF provided
        prepetition.  Obtaining a new vendor would be very cost
        prohibitive as it would require the issuance of new
        credit cards and force the Debtors to establish new
        procedures with a new company to administer a new credit
        card program.  It would also take time to negotiate,
        draft and finalize new transaction documents;

    (d) The Debtors currently have over $733,000,000 in
        unencumbered cash to purchase the CD;

    (e) The longer the Cards are not reactivated, the more
        personal reimbursement charges and expenses the Debtors
        will have to process, exacerbating the administrative
        problems presented by GECF's termination of the Agreement;

    (f) The return of the Payment will eliminate GECF's potential
        avoidance liability with respect to the Payment; and

    (g) The proposed compromise is fair and equitable as the
        priority of creditor claims will not be impacted.

                           *     *     *

Judge Lynn authorizes the Debtors to:

    (a) obtain postpetition secured credit on an interim basis in
        an amount not to exceed $600,000 by entering into, and
        performing the terms of, a New Agreement;

    (b) utilize unencumbered funds to obtain a CD equal to
        $1,500,000, to be maintained by GECF at its banking
        facility, and pledge and grant a security interest to GECF
        to secure the Debtors' payment obligations under the New
        Agreement; and

    (c) pay or reimburse GECC for one half of the reasonable and
        necessary fees and costs GECF incurred relating to the
        preparation of the New Agreement and obtaining Bankruptcy
        Court approval; provided, however that Mirant will
        reimburse GECF for any reasonable and necessary fees and
        costs GECF incurred in connection with a physical
        Bankruptcy Court appearance by GECF with respect to the
        request; further provided, that any fees and costs
        incurred by GECF in connection with the enforcement of
        New Agreement will be paid or reimbursed by Mirant as set
        forth in the New Agreement.

Moreover, Judge Lynn rules that upon execution of the New
Agreement and confirmation of the creation of the CD, GECF will
cause all Cards issued to the Debtors to be reinstated for
immediate use in accordance with the terms of the New Agreement.
(Mirant Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MOBILE COMPUTING: Convertible Debentures to Mature Today
--------------------------------------------------------
Mobile Computing Corporation announced that the holders of its
convertible debentures have agreed to extend the maturity date
until today for that portion of the debentures that were
originally due August 8, 2003. The Company continues to negotiate
definitive agreements relating to the previously announced
significant restructuring of the Company.

The transactions contemplated by the restructuring are subject to
shareholder approval and the receipt of all necessary regulatory
approvals, including the approval of the Toronto Stock Exchange.
The Company intends to seek shareholder approval at an annual and
special meeting of shareholders, currently expected to be
scheduled for mid September, 2003. Accordingly, there can be no
assurance that the proposed restructuring will be completed as
proposed or at all.

Mobile Computing Corporation -- http://www.mobilecom.com-- is a  
supplier of wireless information solutions for mobile workers.
These systems enable companies to communicate with, monitor and
manage the activities of their vehicles and field personnel. MCC
solutions enable improved management of the movement and delivery
of goods and services, improving productivity and profitability.
MCC specializes in delivering fully integrated solutions that link
mobile workers with corporate information systems utilizing
wireless data communications services. Mobile Computing
Corporation trades on the Toronto Stock Exchange under the symbol
"MBL" and has approximately 45 million shares outstanding.

At December 31, 2002, Mobile Computing's balance sheet shows a
total shareholders' equity deficit of about C$7.7 million.


MOTIENT CORP: Unit Inks Pact to Sell Assets to Nextel Comms.
------------------------------------------------------------
On July 29, 2003, Motient Corporation's wholly owned subsidiary,
Motient Communications Inc.,  entered into an Asset Purchase
Agreement with Nextel Communications, Inc., under which Motient
Communications will sell to Nextel certain of its Specialized
Mobile Radio licenses issued by the Federal Communications
Commission. These licenses are not necessary for Motient's future
network requirements.

Under the Asset Purchase Agreement, Nextel will pay $3,366,100 for
the licenses. The closing of this transaction, which is subject to
customary conditions including obtaining the FCC's approval of the
transfer of the licenses, is expected to occur in several months.
Motient expects to use the proceeds of the sale of these licenses
to fund its working capital requirements and for general corporate
purposes. The lenders under Motient Communications' term credit
agreement have consented to the sale of these licenses.

Motient owns and operates an integrated terrestrial/satellite
network and provides a wide range of two-way mobile and Internet
communications services principally to business-to-business
customers and enterprises. Motient serves a variety of markets
including mobile professionals, telemetry, transportation, field
service, and nationwide voice dispatch offering coverage to all 50
states, Puerto Rico, the U.S. Virgin Islands, and thousands of
miles of U. S. coastal waters.

                           *   *   *

As disclosed in previous reports, Motient Corporation has focused
its efforts in recent periods on reducing operating expenses in
order to preserve cash. As of September 30, 2002, the Company had
approximately $3.6 million of cash on hand and short-term
investments. The Company has taken a number of steps to reduce
operating expenses, and is continuing to pursue a variety of
measures to further reduce and/or defer or restructure operating
expenses. It has also been pursuing funding alternatives.


MOUNTAIN RIDGE ESTATES: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Mountain Ridge Estates, Inc.
        21 East Park Place
        Rutherford, NJ 07070

Bankruptcy Case No.: 03-36239

Type of Business: Estates tucked amidst the mountains, some with
                  views of the Connecticut River valley

Chapter 11 Petition Date: August 7, 2003

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Bruce J. Wisotsky, Esq.
                  Ravin Greenberg PC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068-1028
                  Tel: 973-226-1500

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Signature Properties of                                $25,000
NJ LLC

Ira Fleck CPA                                           $8,000

William J. Policastro, Esq.                             $5,000   


MSX: Reports Improved Ops. Results Due to Cost Cutting Efforts
--------------------------------------------------------------
MSX International, a global provider of technical business
services, announced sales totaling $185.7 million for the second
fiscal quarter of 2003, which ended June 29, 2003. This compares
to $183.4 million in the first fiscal quarter ended March 30,
2003, and $212.1 million in the same quarter one year ago.

The company's second quarter operating income of $6.8 million, an
18.1% improvement over the second quarter of 2002, reflects the
net impact of cost reduction actions. Included in operating
results for the second quarter are $0.6 million of additional
severance and related charges that are expected to generate future
savings. The company recorded modest net income of $110 thousand
in the second quarter.

Thomas T. Stallkamp, vice chairman and chief executive officer,
commented, "We continue to achieve the financial milestones in our
2003 business plan. We remain vigilant in our continuing focus on
lean operations and disciplined cash flow management."

Gross profit in the second quarter of 2003 was $23.1 million, or
12.4% of net sales. This compares to $26.6 million, or 12.5% of
net sales one year earlier. Total gross profit declined 13.2% due
to reduced volumes and pricing pressure. Cost reduction actions
have substantially mitigated the impact of these changes on gross
margin expressed as a percentage of net sales. Selling, general
and administrative expenses decreased $5.0 million to $15.7
million in the second quarter of 2003, reflecting overhead cost
savings achieved in the past year.

On August 1, 2003, MSX International completed its previously-
announced private offering of senior secured notes due October 15,
2007. Net proceeds from the transaction were used to repay
existing bank indebtedness that was scheduled to mature from
December 2004 through 2006.

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

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


NATIONSRENT INC: Court Approves Caterpillar Financing Agreement
---------------------------------------------------------------
U.S> Bankruptcy Court Judge Walsh approved a Master Inventory
Financing, Security and Settlement Agreement between the
NationsRent Debtors and Caterpillar Financial Services
Corporation.  The Financing Agreement settles a long-standing
dispute between the parties with respect to various prepetition
equipment agreements.  Before the Petition Date, the Debtors
regularly obtained equipment from various vendors, including
Caterpillar, by entering into leases, purchase and financing
agreements and secured financing agreements characterized as
leases.

The Financing Agreement calls for Caterpillar to sell to the
Debtors its remaining equipment inventory being leased to the
Debtors.  The Debtors will purchase the equipment by borrowing
$946,164 from Caterpillar.  The Debtors will issue to Caterpillar
a promissory note indicating the items of Inventory subject to
the Loan.

Beginning on April 1, 2003, the unpaid principal amount of the
Loan started to accrue interest at 7% per annum.  The Debtors
commenced paying the Loan interest quarterly in arrears on
July 1, 2003.  The Loan will mature on October 1, 2004.  To
secure the Debtors' outstanding obligations under the Financing
Agreement and with respect to the Loan, Caterpillar will have a
security interest in the Inventory and its proceeds.

In addition, the Financing Agreement contemplates a modification
of the automatic stay in accordance with Section 362 of the
Bankruptcy Code to permit Caterpillar to:

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

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

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

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

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

          -- exercise any other rights or remedies permitted to
             Caterpillar under applicable law.

The parties have also determined to terminate their Prepetition
Agreements.  Caterpillar will be allowed under the Plan unsecured
non-priority claims for the deficiency claims and other general
unsecured claims arising from the Prepetition Agreements,
including certain rejection claims.  However, Caterpillar will
have no further claims against the Debtors with respect to the
Prepetition Agreements.  At the same time, both parties will
fully release the other and their affiliates from any and all
claims, causes of action, liabilities and obligations arising
under the Prepetition Agreements.

Concurrent with the Equipment Lease Review Program, the Debtors
rejected a Master Tax Lease dated August 24, 1998 with
Caterpillar.  Caterpillar has a general unsecured claim with
respect to the rejected Lease.

"Entry into the [Financing Agreement] represents a reasonable
exercise of the Debtors' business judgment.  The [Financing
Agreement] provides for the purchase of the Inventory at a
reasonable price and on reasonable terms.  Moreover, at the end
of the term of the [Financing Agreement], the Debtors will
continue to own, and will be able to utilize, the purchased
Inventory for its remaining useful life," Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, says. (NationsRent Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEUCOM INC: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Neucom, Inc.
        412 West Madison Street
        Suite 1000        
        Tampa, Florida 33602

Bankruptcy Case No.: 03-15914

Type of Business: Bandwidth provider

Chapter 11 Petition Date: August 1, 2003

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Thomas C. Little, Esq.
                  Thomas C. Little, P.A.
                  2123 N.E.
                  Coachman Road,
                  Suite A
                  Clearwater, FL 34625
                  Tel: 727-443-5773

Total Assets: $0

Total Debts: $1,743,980

Debtor's 10 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Intermedia Communications                             $686,303
c/o Carey, O'Malley, et al.
712 South Oregon Avenue
Tampa, Florida 33606    

AT&T                                                  $251,922
PO Box 277019
Atlanta, Georgia 30384-7019

Level 3 Communications                                $239,727  

MCI                                                   $221,054

Aleron Broadband Services                             $121,350

Time Warner Telecom                                   $103,621

Epik Communications                                   $100,000

Bay Area Leasing                                       $12,000

Candid Friends, Inc.                                    $5,000

Entertainment Network, Inc.                             $3,000


NEXTMEDIA OPERATING: Second Quarter Net Loss Narrows to $3 Mill.
----------------------------------------------------------------
NextMedia Operating, Inc. announced financial results for the
three and six months ended June 30, 2003.

Carl Hirsch, Executive Chairman, and Steven Dinetz, President and
CEO of NextMedia stated, "Despite the lackluster advertising
market during the second quarter, we continued to implement our
growth strategy.  While our radio revenues were flat, we believe
our leading market positions will enable us to grow revenue and
Broadcast/Billboard Cash Flow, or BCF, when advertising conditions
improve.  Our outdoor division outperformed our expectations,
reflecting improved rates and occupancy levels, a trend that has
continued into the current quarter.  Even as we continue to invest
in our sales and content resources, we are controlling costs, as
highlighted by the notable reduction in our second quarter
operating expenses.  While visibility in the current radio
environment remains limited, we believe we are taking the rights
steps to build market share, strengthen operating leverage and
optimize our returns over the long-term."

        Results for the Three Months Ended June 30, 2003

GAAP Measures

For the three months ended June 30, 2003, net revenue increased
17.4% to $27.7 million compared to $23.6 million for the three
months ended June 30, 2002.  Operating income increased 20.0% to
$6.0 million for the three months ended June 30, 2003 from $5.0
million for the three months ended June 30, 2002.  Additionally,
net loss decreased from $5.2 million for the three months ended
June 30, 2002 to $3.0 million for the three months ended June 30,
2003. The net loss for the three months ended June 30, 2002
contains a $3.3 million loss on discontinued operations related to
the sale of radio assets in our Panama City market.

Non-GAAP Measures

BCF for the three months ended June 30, 2003 increased 30.6% to
$11.1 million compared to $8.5 million in the three months ended
June 30, 2002.  As a result, Adjusted EBITDA for the three months
ended June 30, 2003 increased 38.1% to $8.7 million compared to
$6.3 million for the three months ended June 30, 2002.

Pro Forma Non-GAAP Measures

On a pro forma basis, net revenue for the three months ended
June 30, 2003 increased 0.7% to $27.7 million compared to $27.5
million for the three months ended June 30, 2002.  Pro forma BCF
for the three months ended June 30, 2003 increased 7.8% to $11.1
million compared to $10.3 million for the three months ended June
30, 2002.  Pro forma Adjusted EBITDA increased 7.4% to $8.7
million from $8.1 million for the same periods.

On a pro forma basis, radio division net revenue decreased 0.5%
for the three months ended June 30, 2003 to $19.5 million from
$19.6 million for the three months ended June 30, 2002.  Radio
division pro forma BCF was flat at $8.0 million for both the three
months ended June 30, 2003 and the three months ended June 30,
2002.  On a pro forma basis, outdoor division net revenue
increased 3.8% for the three months ended June 30, 2003 to
$8.2 million from $7.9 million for the three months ended June 30,
2002. Outdoor division pro forma BCF increased 34.8% to $3.1
million for the three months ended June 30, 2003 from $2.3 million
for the three months ended June 30, 2002.

         Results for the Six Months Ended June 30, 2003

GAAP Measures

For the six months ended June 30, 2003, net revenue increased
21.0% to $51.3 million compared to $42.4 million for the six
months ended June 30, 2002.  Operating income increased 37.5% to
$9.9 million for the six months ended June 30, 2003 from $7.2
million for the six months ended June 30, 2002.

Additionally, net loss decreased from $25.2 million for the six
months ended June 30, 2002 to $8.1 million for the six months
ended June 30, 2003.  The net loss for the six months ended June
30, 2002 contains a $3.5 million loss on discontinued operations
related to the sale of radio assets in our Panama City market and
a non-cash tax expense of $11.6 million related to the adoption of
SFAS 142.

Non-GAAP Measures

BCF for the six months ended June 30, 2003 increased 37.6% to
$19.4 million compared to $14.1 million in the six months ended
June 30, 2002. As a result, Adjusted EBITDA for the six months
ended June 30, 2003 increased 53.1% to $15.0 million compared to
$9.8 million for the six months ended June 30, 2002.

Pro Forma Non-GAAP Measures

On a pro forma basis, net revenue for the six months ended
June 30, 2003 increased 3.6% to $51.4 million compared to $49.6
million for the six months ended June 30, 2002.  Pro forma BCF for
the six months ended June 30, 2003 increased 11.5% to $19.4
million compared to $17.4 million for the six months ended June
30, 2002.  Pro forma Adjusted EBITDA increased 14.5% to $15.0
million from $13.1 million for the same period.

On a pro forma basis, radio division net revenue increased 1.4%
for the six months ended June 30, 2003 to $35.5 million from $35.0
million for the six months ended June 30, 2002.  Radio division
pro forma BCF increased 3.8% for the six months ended June 30,
2003 to $13.7 million from $13.2 million for the six months ended
June 30, 2002.  On a pro forma basis, outdoor division net revenue
increased 8.9% for the six months ended June 30, 2003 to $15.9
million from $14.6 million for the six months ended June 30, 2002.  
Outdoor division pro forma BCF increased 35.7% to $5.7 million for
the six months ended June 30, 2003 from $4.2 million for the six
months ended June 30, 2002.

                Liquidity and Financial Position

At June 30, 2003, the Company had long-term debt of $234.0 million
and cash on-hand of approximately $11.1 million.  Approximately
$12.5 million was available for borrowing under the Company's
senior credit facility.

NextMedia Operating, Inc. (S&P, B+ Corporate Credit Rating,
Negative) is a diversified out-of-home media company headquartered
in Denver, Colorado.  NextMedia, through its subsidiaries and
affiliates, owns and operates 60 stations in 15 markets throughout
the United States and more than 5,600 bulletin and poster
displays.  Additionally, NextMedia owns advertising displays in
more than 5,300 retail locations across the United States.  
Investors in NextMedia's ultimate parent entity,  NextMedia
Investors, LLC, include Thomas Weisel Capital Partners, Alta
Communications, Weston Presidio Capital and Goldman Sachs Capital
Partners, as well as senior management. NextMedia was founded by
veteran media executives Carl E. Hirsch, Executive Chairman, and
Steven Dinetz, President and CEO.


NLINE CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: nLine Corporation
        4150 Freidrich Lane
        Suite A
        Austin, Texas 78744
        Tel: 512-440-7720

Bankruptcy Case No.: 03-13779

Type of Business: The Debtor is a custom manufacturer and designer
                  of inspection and test equipment for the
                  semiconductor industry.

Chapter 11 Petition Date: August 3, 2003

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Patricia Baron Tomasco, Esq.
                  Brown McCarroll, L.L.P.
                  111 Congress Avenue, Suite 1400
                  Austin, TX 78701
                  Tel: 512-479-1141
                  Fax: 512-236-7320

Estimated Assets: $923,586

Estimated Debts: $1,858,672

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
UT-Battelle LLC             Legal Fees                $140,034

Baker Botts LLP             Legal Fees                 $84,836

Broadview Intl, LLC         Fundraising                $25,000

Research Electro-Optics,    Trade Debt                 $13,696
Inc.

Aetna Life Ins. Co.         Rent                        $7,955

Edgar Voelkl                Employee Benefits           $4,867

William Usry                Employee Benefits           $3,378

Ayman El-Khashab            Employee Benefits           $3,285

Lou Schaefer                Employee Benefits           $3,133

Karsten Weber               Employee Benefits           $2,820

PriceWaterhouseCoopers      Taxes                       $2,468

Joel Hickson                Employee Benefits           $1,943

Charline Dickson            Employee Benefits           $1,297

Jani King                   Trade Debt                  $1,225

Atlas Copco                 Trade Debt                  $1,100

Federal Express             Trade Debt                  $1,039

Mark Schulze                Employee Benefits             $977

Premier Conferencing        Trade Debt                    $948

Allegiance Telecom, Inc.    Trade Debt                    $879

Prudential Cleanroom Svcs   Trade Debt                    $831


NQL INC: Files Chapter 11 Plan and Disclosure Statement in N.J.
---------------------------------------------------------------
NQL INC. (OTC Bulletin Board: NQLQE.ob), which filed for
reorganization under Chapter 11 of the Bankruptcy Code on
February 15, 2002, announced that on July 31, 2003, has filed with
the United States Bankruptcy Court for the District of New Jersey,
a proposed Disclosure Statement Pursuant to Section 1125 of
Bankruptcy Code, a proposed Chapter 11 Plan of Liquidation and a
Proposed Order (i) approving adequacy of disclosure statement,
(ii) fixing hearing for confirmation of plan, (iii) providing for
limited notice of hearing on confirmation of plan and (iv)
approving form of publication notice of hearing on confirmation of
plan.

The Bankruptcy Court has scheduled a hearing on the adequacy of
the Disclosure Statement on September 16, 2003. The proposed Plan
is a liquidating Plan since all of NQL's assets have been or will
be liquidated to pay claimants under the Plan.

Under the Plan, allowed Preferred Stock interests of NQL Inc. are
entitled to a distribution preference of $23,407,000 prior to the
holders of "Equity Interests" receiving any distribution. An
Equity Interest means the interest of any holder of (a) equity
securities of NQL represented by any issued and outstanding shares
of common stock of NQL or (b) any option, warrant or right to
acquire or receive such equity securities. Equity Interest does
not include the interest of any holder of Preferred Stock of NQL.

The Plan states with regard to Equity Interests that NQL believes
that it is highly unlikely if not virtually impossible that the
proceeds from the sale of the assets of NQL, or of NQL's wholly-
owned subsidiary, NQL Sub-Surviving Corporation, will ever be
sufficient to provide for a distribution to Equity Interest
holders. Holders of Equity Interests are not entitled to vote on
the Plan. If the Disclosure Statement is approved by the
Bankruptcy Court, and if the Plan is confirmed by the Bankruptcy
Court, on the Effective Date of the Plan, all Equity Interests
shall be terminated and their certificates shall be deemed
cancelled.

NQL has ceased all business operations. NSSC sold all of its
operating assets in October, 2002 but the entire purchase price as
a result of that asset sale has not yet been received by NSSC or
NQL Inc.


NRG ENERGY: Secures Court's Nod to Use Lenders' Cash Collateral
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Beatty authorizes to use the Cash
Collateral pursuant to the terms of the Final Order and Budget;
provided, however, that NRG Energy, Inc., and its debtor-
affiliates' authorization to use Cash Collateral will expire
upon the earlier of:

    (1) an Event of Default, or

    (2) the Commitment Termination Date.

NRG provides the Court with an updated Budget and Cash Flow
Forecast through 2004:

         NRG Northeast Generating LLC and Subsidiaries
                  Budget/Cash Flow Statement
                   Reforecast July 17, 2003

                                   Jul-Dec 2003         2004
                                   ------------         ----
Beginning Cash Balance            $43,112,000      $39,945,000

    Net Cash Inflow from Ops       266,157,000      454,948,000
    CT Cash of Service                       0                0
    Other                             (903,000)               0
                                 -------------      -----------
    Receipts from Operations       265,254,000      454,948,000

Disbursements from Operations:
    Payroll                        (42,044,000)     (75,446,000)
    SG&A                           (78,860,000)    (165,914,000)
    Reimbursement of Corp Expenses (21,043,000)     (42,963,000)
                                  -------------      -----------
    Total Disbursements from Ops  (141,945,000)    (284,324,000)
                                  -------------      -----------
Net C/F from Ops                 $123,307,000     $176,624,000

    Cap Ex -
       Construction & Maintenance  (35,629,000)     (75,885,000)
    Debt Principal Payments                  0                0
    Other                          (54,903,000)               0
    DIP Interest and Fees           (8,084,000)      (2,018,000)
    Interest Payments
       - Project Level             (24,786,000)     (49,579,000)
    Working Capital Requirements             0                0
    DIP Borrowings                 207,565,000      268,639,000
    DIP Repayments                (207,566,000)    (268,639,000)
    Restructuring Professional Fees (3,701,000)      (5,000,000)
    Cash reimbursed to NRG                   0                0
    Cash paid by NRG                         0                0
                                 -------------      -----------
C/F from Financing and Investing (126,474,000)    (133,475,000)

Net Cash Flows                     (3,167,000)      37,148,000
    NRG Corporate Funding                    0                0
                                 -------------      -----------
Ending Bank Cash Balance          $39,946,000      $77,094,000

Beginning Borrowings -
    DIP Financing Order                      0                0

Borrowings under the DIP         (207,565,000)    (258,639,000)
Repayments                        207,565,000      258,639,000
                                 -------------      -----------
Net Advances (Repayments)                   0                0

Ending Borrowing -
    DIP Financing Facility                   0                0
                                 -------------      -----------
Beginning -
    DIP Financing Facility          210,000,000     210,000,000

Borrowings under the DIP          (207,565,000)   (258,639,000)
Repayments                         207,565,000     258,639,000
                                 -------------      -----------
Net Advances (Repayments)                    0               0

Ending - DIP Financing Ability    $210,000,000    $210,000,000
                                 -------------      -----------
(NRG Energy Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NVIDIA CORP: Second Quarter 2004 Results Show Better Performance
----------------------------------------------------------------
NVIDIA(R) Corporation (Nasdaq: NVDA) reported financial results
for the second quarter of fiscal 2004 ended July 27, 2003.

For the second quarter of fiscal 2004, revenue increased to $459.8
million, compared to $427.3 million for the second quarter of
fiscal 2003, an increase of 8 percent.  Net income for the second
quarter of fiscal 2004 was $24.2 million, or $0.14 per diluted
share, compared to net income of $5.3 million, or $0.03 per
diluted share, for the second quarter of fiscal 2003.

Revenue for the six months ended July 27, 2003 was $864.8 million,
compared to revenue of $1.01 billion for the six months ended
July 28, 2002. Net income for the six months ended July 27, 2003
was $43.9 million, or $0.26 per diluted share, compared to net
income of $88.5 million, or $0.51 per diluted share, for the six
months ended July 28, 2002.

"The broad adoption of our new FX family of GPUs in the desktop,
notebook, workstation, and media center segments is driving our
revenue growth," stated Jen-Hsun Huang, president and CEO of
NVIDIA.  "The FX GPUs were designed to bring Cinematic Computing
to every platform and segment we serve, and as a result, NVIDIA
has the strongest GPU offering available in the market today."

"Earlier this week, we announced our acquisition of MediaQ, the
leading provider of graphics and multimedia technology for
wireless mobile devices," added Huang.  "With our combined
strengths, we are in a terrific position to deliver rich media
experiences in the three most important visual computing platforms
-- personal computers, digital consumer electronics and
handhelds."

NVIDIA Corporation, whose corporate credit rating is rated at B+
by Standard & Poor's, is a visual computing technology and
market leader dedicated to creating products that enhance the
interactive experience on consumer and professional computing
platforms.  Its graphics and communications processors have
broad market reach and are incorporated into a wide variety of
computing platforms, including consumer digital-media PCs,
enterprise PCs, professional workstations, digital content
creation systems, notebook PCs, military navigation systems and
video game consoles.  NVIDIA is headquartered in Santa Clara,
California and employs more than 1,500 people worldwide.  For
more information, visit the company's Web site at
http://www.nvidia.com


ONE PRICE CLOTHING: Reports Weaker Second Quarter Sales Results
---------------------------------------------------------------
One Price Clothing Stores, Inc. (OTC Bulletin Board: ONPR)
reported net sales of $76.9 million for the thirteen-week period
ended August 2, 2003.  Net sales decreased 14.7 percent compared
with the corresponding thirteen-week period last year, as the
Company operated 49 fewer stores on a year-over-year basis.  
Comparable store sales for the thirteen-week period decreased 10.5
percent compared with the same thirteen-week period last year.

For the twenty-six week period ended August 2, 2003, the Company
reported net sales of $154.0 million.  Net sales decreased 13.2
percent compared with the corresponding twenty-six week period
last year.  Comparable store sales for the twenty-six week period
decreased 10.3 percent compared with the same twenty-six week
period last year.

Leonard M. Snyder, Chairman & Chief Executive Officer, commented:  
"Second quarter sales suffered due to lackluster consumer demand
and continuing economic uncertainty.  More importantly, the
Company's inventory was not in position to maximize revenue during
the last three weeks of June and most of July due to a reduced
flow of new merchandise receipts.  This reduced flow was a result
of negotiations with key merchandise vendors preceding the
completion of the $7 million investment of new equity in One Price
by affiliates of Sun Capital Partners, Inc. on June 27.  In fact,
merchandise receipts during fiscal June were well below last
year's levels.  Importantly, with the completion of Sun Capital's
equity investment and normalization of terms with our merchandise
vendors, the Company's receipt flow has recovered with fiscal July
merchandise receipts which were well above the same period last
year.  We believe that the Company is now in good position in key
merchandise categories, solidly transitioned to fall content and
realizing improved sales."

One Price Clothing Stores, Inc. -- whose May 3, 2003 balance sheet
shows a total shareholders' equity deficit of about $1.2 million
-- currently operates 568 stores in 30 states, the District of
Columbia, Puerto Rico and the U.S. Virgin Islands under the One
Price & More!, BestPrice! Fashions and BestPrice! Kids brands. For
more information about One Price, visit http://www.oneprice.com


OREGON STEEL: S&P Withdraws Ratings at Company's Request
--------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings,
including its 'B+' corporate credit rating, on Oregon Steel Mills
Inc. at the company request.


OWENS CORNING: Wants Nod to Assume Amended BOC Supply Agreement
---------------------------------------------------------------
Owens Corning and the BOC Group, Inc. are parties to a
September 15, 1999 Master Oxygen Supply Agreement.  Under the
terms of the Supply Agreement, BOC has agreed to supply liquid and
gaseous oxygen to Owens Corning at certain of its and its
affiliates' manufacturing sites, subject to certain terms and
conditions and in accordance with specified pricing schedules.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that the Supply Agreement contemplates
the execution of Site Addenda for designated manufacturing sites,
which may include Amarillo, Texas; Anderson, South Carolina;
Jackson, Tennessee; Guelph, Canada; Wrexham, United Kingdom; and
Rio Claro, Brazil.

Each Site Addendum is to contain specific pricing terms and is to
have a 15-year term, subject to extension.  As of July 16, 2003,
the parties had entered into one Site Addendum for the facility
located in Guelph, Canada.  

As of November 25, 2002, the parties were also operating under an
additional, but not fully signed, Site Addendum for a facility in
Wrexham, UK, owned by Owens-Corning Fiberglas G.B. Ltd.

Under the Supply Agreement, BOC is required to construct a "BOC
Facility" at each manufacturing facility subject to a Site
Addendum.  Each BOC Facility consists of production, metering,
storage and vaporizing facilities, as required by BOC to comply
with its obligations under the Supply Agreement and applicable
Site Addendum.

One of the Site Addenda covers the facility in the United Kingdom
owned by Owens-Corning Fiberglas G.B. Ltd.  This facility was
closed pursuant to a November 27, 2002 Court Order.

Under the terms of the Order, Owens Corning and its affiliates
were authorized to, among other things, satisfy the third party
obligations of Owens-Corning Fiberglas G.B. Ltd., including a
"contract termination liability" amounting to $4,500,000.  This
"contract termination liability" represents amounts allegedly due
to BOC due to the closure of the Wrexham Facility and the related
termination of the Wrexham Addendum.  According to BOC, the
termination of the agreement requires 12 months' written notice
and the payment to BOC of a termination fee.

The Debtors had calculated that the termination fee could be as
high as $4,500,000, including 12 months of payments at $50,000
per month and a termination payment of GBP2,300,000.

Because the Wrexham Addendum was never signed, the Debtors have
disputed BOC's asserted entitlement to the Wrexham Termination
Fee.  The Debtors and BOC have discussed this matter at some
length, have engaged in extensive, arm's-length negotiations, and
have agreed on a resolution, which provides for:

   1. the execution by the parties of a new Site Addendum, for
      Owens Corning's facility in Jackson, Tennessee;

   2. the payment by Owens Corning to BOC of a termination fee,
      not to exceed $1,700,000, equal to the cost of relocating
      the BOC Facility currently at the Wrexham Facility to
      Jackson, Tennessee;
   
   3. Owens Corning's payment of 12 monthly fees equal to $50,000
      each to BOC with respect to the Wrexham Addendum;

   4. Owens Corning's assumption of the Supply Agreement and the
      Existing Site Addendum; and

   5. certain other modifications to the parties' agreements
      pursuant to the Supply Agreement Amendment.

Ms. Stickles asserts that the resolution reduces the cost to
Owens Corning with respect to the Wrexham Termination Fee from as
much as $4,500,000 to $2,000,000, representing a significant
savings to the estate.

The principal terms of the parties' agreement are:

   1. The parties will execute the Jackson Addendum, for Owens
      Corning's facility in Jackson, Tennessee;

   2. As an agreed-upon termination fee regarding the Wrexham
      Addendum, Owens Corning will fund BOC's costs relating to
      the relocation of the BOC Facility at the Wrexham Facility
      to Jackson, Tennessee, not to exceed $1,700,000.  These
      costs are estimated to be $1,400,000, $429,760 of which is
      to be paid upon execution of the Supply Agreement Amendment
      and the Jackson Addendum;

   3. Owens Corning will continue to make $50,000 monthly
      payments to BOC under the Wrexham Addendum until the BOC
      Facility is producing oxygen at the Jackson, Tennessee
      facility, for a total expected cost of $750,000; and

   4. Other than the payments contemplated, no "cure" payment is
      required with respect to the assumption of the Supply
      Agreement or the Existing Site Addendum.

The total savings to be realized from these agreements is
$2,300,000, as compared to the Wrexham Termination Fee that BOC
alleges is due and payable.

By this motion, the Debtors seek, pursuant to Sections 363 and
365 of the Bankruptcy Code and Rules 6006 and 9019 of the Federal
Rules of Bankruptcy Procedure:

   1. authority to assume the Supply Agreement and the Existing
      Site Addendum;

   2. approval of the Supply Agreement Amendment and the Jackson
      Addendum; and

   3. approval of the settlements.

Ms. Stickles relates that assumption of the Supply Agreement and
the Existing Site Addendum will provide significant benefit to
the Company.  Owens Corning requires access to a supply of liquid
and gaseous oxygen for certain of its and its affiliates'
manufacturing facilities, and will safeguard the supply, at
favorable rates, through the assumed agreements.  Separately,
Owens Corning will obtain significant benefits under the Supply
Agreement Amendment and Jackson Addendum, through which Owens
Corning will save $2,200,000, as compared to the amount asserted
to be due on account of the Wrexham Termination Fee; Owens
Corning will secure the oxygen supply for the Guelph facility,
and will obtain an oxygen supply for the Jackson Facility, at
favorable terms and conditions; and certain business and
technical revisions will be made to the Supply Agreement for the
benefit of Owens Corning.

BOC has agreed that no cure claim will be payable in connection
with the assumption of the Supply Agreement and the Existing Site
Addendum. (Owens Corning Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


OXFORD AUTOMOTIVE: S&P Assigns Various Lower-B Level Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Troy, Michigan-based Oxford Automotive Inc. At
the same time, Standard & Poor's assigned its 'B+' rating to the
company's new $75 million senior secured bank credit facility. In
addition, Standard & Poor's assigned its 'B-' rating to the
company's proposed $240 million senior secured second lien notes
due 2011, which are being issued under SEC Rule 144A with
registration rights. Proceeds from the transaction the will be
used to refinance existing debt of the company.

Oxford had about $284 million of debt as of June 30, 2003. The
outlook is stable.

"The ratings reflect Oxford's below-average business position as a
large supplier of metal-formed structural components in the highly
competitive and fragmented auto supplier industry, its aggressive
financial profile, and adequate liquidity," said Standard & Poor's
credit analyst Eric Ballantine.

Oxford is a tier-one supplier of specialized metal-formed systems,
modules, and assemblies. The company has three main product areas:
structural assemblies, mechanisms, and springs. Oxford's core
products are assemblies that contain multiple stamped parts,
forgings, and various welded, or fastened components that are
incorporated into the body or undercarriage of the vehicle.

Oxford emerged from bankruptcy protection in July 2002 and since
has been focusing on improving its operations and winning new
business awards.

"We expect Oxford to continue to focus on improving its operations
through increased plant utilization and outsourcing of noncore
components," Mr. Ballantine said. "Although Oxford's growth in the
past was mainly through acquisitions, we expect it will focus on
internal growth in the near-term."

Following the transaction the company is expected to have full
availability of the company's $75 million revolving credit
facility and minimal cash on hand. Providing modest flexibility is
the company's ability to sell discrete business segments.

The $75 million, five-year revolving credit facility, rated the
same as the corporate credit rating, is secured by a first-
priority perfected lien on all material tangible and intangible
domestic assets of Oxford and 65% of the voting capital stock of
the company's foreign subsidiaries, which hold a majority of the
company's assets.


PAYLESS SHOESOURCE: July Same-Store Sales Increased 2.8 Percent
---------------------------------------------------------------
Payless ShoeSource, Inc., (NYSE: PSS) reported that same-store
sales increased 2.8 percent during the July reporting period, the
four weeks ended August 2, 2003.

Company sales totaled $203.6 million, a 3.0 percent increase from
$197.6 million during fiscal July of last year.

Sales for the second quarter were $731.5 million, a 5.8 percent
decrease from $776.2 million in the second quarter 2002.  Same-
store sales decreased 6.4 percent during the second quarter.

Total sales for the first six months of fiscal 2003 were $1.43
billion, a 5.6 percent decrease from $1.51 billion during the
similar period in fiscal 2002.  Same-store sales decreased 6.3
percent during the first six months of the fiscal year.

July sales reflected more seasonable weather and favorable
customer response to the company's stepped-up promotional events.

Consistent with previous statements by the company, the aggressive
promotional environment put pressure on margins and earnings
throughout the second quarter.  The company expects to achieve a
small profit for the second quarter, ended August 2, 2003.  The
company intends to report results for the second quarter on
Wednesday, August 13, 2003.

Payless ShoeSource, Inc. is the largest family footwear retailer
in the Western Hemisphere.  The company operates a total of 5,020
stores offering quality family footwear and accessories at
affordable prices.  In addition, customers can buy shoes over the
Internet through Payless.com(SM), at http://www.payless.com

As reported in Troubled Company Reporter's July 21, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Payless ShoeSource Inc. and its 'BB' senior
unsecured bank loan rating on its wholly owned subsidiary, Payless
ShoeSource Finance Inc.

At the same time, Standard & Poor's assigned its 'B+' subordinated
debt rating to Payless' proposed $200 million senior subordinated
notes due 2013.

The outlook is stable. As of May 3, 2003, Payless had about $240
million of debt outstanding.


PG&E NATIONAL: US Trustee Appoints Senior Noteholders' Committee
----------------------------------------------------------------
An Ad Hoc Group of holders of 10% PG&E National Energy Group
Senior Notes due 2011 represents $495,320,999 of senior notes and
collectively holds the largest bloc of claims against the NEG
Debtors.  The Ad Hoc Group's Claims are non-contingent and
undisputed and in the form of publicly tradable securities.  The
Senior Notes constitute claims solely against NEG.  The
Noteholders do not have claims against any other NEG affiliate.

The Ad Hoc Group demands separate representation from other
unsecured trade creditors and bank lenders to ensure that the
interests of Senior Noteholders are prosecuted.

During a 10-month pre-bankruptcy workout period, the Debtors, the
Bank Lender Group and the Noteholder Group acknowledged in the
course of their discussions that a comprehensive restructuring of
NEG would require the restructuring of NEG's principal bank debt
and the Senior Notes, which collectively total approximately
$2,900,000,000 and constitute approximately 90% of the total
estimated unsecured claims expected to be asserted against NEG.  
The value of Reorganized NEG stock and notes will be in
significant part attributable to value tax benefits that are
expected to flow to NEG on the realization of some $3,000,000,000
in tax losses.

The banks, in contrast to the Noteholders, are motivated to
maximize NEG's value insofar as that process does not interfere
with their ability to collect their secured claims and obtain
control of their collateral at the project level.  Prompt
disposition of assets at the project level, however, may have
serious adverse effects on NEG's tax attributes, including the
more than $3,000,000,000 in unrealized tax losses.  The Senior
Noteholders are critically interested in ensuring that the timing
and manner of asset disposition occurs so as to maximize the
present value of NEG's tax attributes and NEG's claims under its
tax sharing agreement with PG&E Corporation.

Throughout the course of the parties' discussions, it was evident
that the Ad Hoc Group and the Banks are in a collision course as
to their individual interests in NEG.

To address concerns on Committee representation, the Court
directed the United States Trustee for Region 4, W. Clarkson
McDow, Jr. to appoint a committee consisting of Senior
Noteholders.  

Accordingly, the U.S. Trustee appoints five entities as members
of the Official Noteholders' Committee:

      A. AEGON USA Investment Management, LLC
         Attn: Clint Woods
         4333 Edgewood Road, N.E., Cedar Rapids, IA 52499
         Phone: (319) 896-6540   Fax: (319) 398-8931;

      B. California Public Employees Retirement System (CALPERS)
         Attn: Tom Baker
         400 P. Street, Sacramento, CA 95814
         Phone: (916)341-2162   Fax: (916)326-3330;

      C. John Hancock Financial Services, Inc.
         Attn: Marlene J. DeLeon
         200 Clarendon Street, T.57, Boston, MA 02117
         Phone: (617)572-9627   Fax: (617)572-0073;

      D. Wilmington Trust Company
         Attn: Steven Cimalore
         1100 North Market Street, Wilmington, DE 19890
         Phone: (302)636-6058   Fax: (302)636-4143; and

      E. Wind River Corporation
         c/o Principal Global Investors, LLC
         Attn: Michael Zorich       
         801 Grand Ave., Des Moines, IA 50392-0800
         Phone: 515-246-4053   Fax: 515-248-2490
(PG&E National Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PILLOWTEX CORP: Hires Logan & Company as Claims & Noticing Agent
----------------------------------------------------------------
In the course of the Chapter 11 proceedings, thousands of notices
will have to be distributed to creditors, equity security holders
and other parties-in-interest.  Due to the sheer volume of these
notices, Local Bankruptcy Rule 2002-1(f) requires Pillowtex
Corporation and its debtor-affiliates to hire a noticing agent.

Logan & Company, Inc. is one of the country's leading Chapter 11
administrators with experience in noticing and claims processing.
In addition, Logan acted as Claims Agent for the Debtors' prior
bankruptcy cases.  Therefore, it possesses substantial knowledge
of the Debtors' business.

Moreover, based on the declaration of Kathleen M. Logan, Logan is
a disinterested person, within the meaning of Section 101(14) and
1107(b), and as required by Section 327 of the Bankruptcy Code,
in the present Chapter 11 cases.  Thus, Debtors ask the Court to
appoint Logan & Company, Inc. as Notice and Claims Agent who
will:

    -- assume responsibility for the distribution of notices;

    -- handle and administer claims in the Debtors' Chapter 11
       cases; and

    -- assist the Debtors with the preparation of their statements
       and schedules. (Pillowtex Bankruptcy News, Issue No. 47;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PRINCETON VENTURES: Hires Epstein Weber as New External Auditors
----------------------------------------------------------------
Effective August 5, 2003, the client-auditor relationship between
Aero Marine Engine, Inc., formerly Princeton Ventures, Inc., and
Morgan & Company, Chartered Accountants, a Professional
Accountancy Corporation ceased as the former accountant was
dismissed.   On August 6, 2003, the Company engaged Epstein, Weber
& Conover, PLC as its principal independent public accountant.

Morgan & Company issued a going concern opinion on the financial
statements of Princeton Ventures for the year ended June 30, 2002.

The Company has been in the exploration stage since its formation
and has not yet realized any revenues from its planned operations.  
It is primarily engaged in the acquisition and exploration of
mining properties.  Upon location of a commercial mineable
reserve, the Company expects to actively prepare the site for its  
extraction and enter a development stage.


PUBLICARD INC: June 30 Net Capital Deficit Narrows to $920,000
--------------------------------------------------------------
PubliCARD, Inc. (OTC Bulletin Board: CARD.OB) reported its
financial results for the three and six months ended June 30,
2003.

Sales for the second quarter of 2003 were $1,193,000, compared to
$1,016,000 a year ago. The increase in sales resulted primarily
from an improvement in shipments to distributors in the United
States. The Company reported a net loss for the quarter ended June
30, 2003 of $929,000, or $0.04 per share, compared with a net loss
of $1,227,000, or $0.05 per share, a year ago. As of June 30,
2003, cash and short-term investments totaled $1,841,000.

For the six months ended June 30, 2003, sales were $2,606,000
compared to $2,215,000 a year ago. The improvement in sales
resulted primarily from an increase in sales outside of the United
Kingdom and revenues realized on several one-time custom
development projects. The Company reported net income of $71,000
for the six months ended June 30, 2003 versus a net loss of
$2,496,000, or $.10 per share, in 2002. The 2003 results include a
gain of $1,707,000 relating to two separate settlements with
various historical insurers that resolve certain claims (including
certain future claims) under policies of insurance issued to the
Company by those insurers.

Headquartered in New York, NY, PubliCARD, through its Infineer
Ltd. subsidiary, designs smart card solutions for educational and
corporate sites. The Company's future plans revolve around a
potential acquisition strategy that would focus on businesses in
areas outside the high technology sector while continuing to
support the expansion of the Infineer business. However, the
Company will not be able to implement such plans unless it is
successful in obtaining additional funding, as to which no
assurance can be given. More information about PubliCARD can be
found on its Web site http://www.publicard.com  

At June 30, 2003, PubliCARD's balance sheet shows a working
capital deficit of about $100,000 and a total shareholders' equity
deficit of about $920,000.

           Liquidity and Going Concern Considerations

The Company's consolidated statements of operations and balance
sheets contemplate the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has
incurred operating losses, a substantial decline in working
capital and negative cash flow from operations for the years 2002,
2001 and 2000. The Company has also experienced a substantial
reduction in its cash and short term investments, which declined
from $17.0 million at December 31, 2000 to $1.8 million at
June 30, 2003. The Company also had a working capital deficit of
$89,000 and an accumulated deficit of $112.0 million at June 30,
2003.

If the distress termination of the Company's defined benefit
pension plan for which the Company has applied is completed, for
which no assurance can be given, the Company's 2003 funding
requirements for the plan could be eliminated, in which case
management believes that existing cash and short term investments
may be sufficient to meet the Company's operating and capital
requirements at the currently anticipated levels through
December 31, 2003. However, additional capital will be necessary
in order to operate beyond December 2003 and to fund the current
business plan and other obligations. While the Company is actively
considering various funding alternatives, the Company has not
secured or entered into any arrangements to obtain additional
funds. There can be no assurance that the Company will eliminate
the 2003 funding requirements for the defined benefit pension plan
or be able to obtain additional funding on acceptable terms or at
all. If the Company cannot raise additional capital to continue
its present level of operations it may not be able to meet its
obligations, take advantage of future acquisition opportunities or
further develop or enhance its product offering, any of which
could have a material adverse effect on its business and results
of operations and could lead the Company to seek bankruptcy
protection. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The independent
auditors' report on the Company's Consolidated Financial
Statements for the year ended December 31, 2002 contained an
emphasis paragraph concerning substantial doubt about the
Company's ability to continue as a going concern.


RELIANCE GROUP: Friede Goldman Wants to Commence Rule 2004 Exams
----------------------------------------------------------------
Friede Goldman Halter, Inc., Halter Marine, Inc., and their
debtor-affiliates ask the Bankruptcy Court for the Southern
District of Mississippi for permission to examine Reliance
Insurance Company pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.

The FGH Debtors filed for bankruptcy protection on April 19, 2001
in the United States Bankruptcy Court for the Southern District
of Mississippi.  Judge Edward R. Gaines presides over FGH's
bankruptcy cases.

FGH is a multi-national, worldwide leader in the design,
manufacture, conversion and modification of equipment for the
offshore energy and maritime industries.  Since 1982, FGH has
converted, retrofitted and repaired offshore drilling rigs.  FGH
is the product of the merger of Friede Goldman International,
Inc. and Halter Marine Group, Inc. in November 1999.

Hugh Ray, Esq., at Andrews & Kurth, in Houston, tells Judge
Gaines that Reliance National Indemnity Company, a former RIC
subsidiary, issued Policy No. NWA 0135251 to Halter Marine Group,
Inc., providing workers' compensation and Longshore and Harbor
Workers' Compensation Act coverage for the policy periods
beginning March 1, 1998 and ending March 1, 2000.

The Policy was subject to a Captive Reinsurance Plan, which
provided that Offshore Marine Indemnity Co., a wholly owned FGH
subsidiary, would reinsure RIC for the first $250,000 of incurred
losses for a covered claim.  This obligation was secured by a
Captive Reinsurance Agreement dated July 1, 1996 and supported by
Letter of Credit No. NZS337201, issued by Wells Fargo Bank
(Texas), for $10,000,000.

Under the Captive Reinsurance Agreement, RIC had no interest in
the funds under the Letter of Credit unless it had made a payment
of an insured workers' compensation or Longshore Act claim within
that first $250,000 layer insured by OMIC.  According to Mr. Ray,
RIC has drawn down the entire $10,000,000 balance on the Letter
of Credit, but has offered no proof that the funds have been used
in accordance with the Captive Reinsurance Agreement.  Therefore,
FGH seeks to examine RIC.

Judge Gaines grants the FGH Debtors' request.  An oral
examination of an authorized representative of RIC will take
place at the offices of King, LeBlanc & Bland, at Bank One Center
in New Orleans.  RIC is directed to produce documents related to
the disputed insurance policy, the Captive Reinsurance Agreement
and the Wells Fargo Letter of Credit. (Reliance Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)     


REUNION INDUSTRIES: Has Until Nov. 23 to Meet Nasdaq Guidelines
---------------------------------------------------------------
Reunion Industries, Inc. (Amex - RUN) announced that on August 1,
2003, the Company received notice from the staff of the American
Stock Exchange that the AMEX has accepted the Company's plan to
regain compliance with AMEX listing standards and has granted the
Company an extension until November 23, 2004 to regain compliance
with those standards.

Currently, the Company does not meet the continued listing
standards due to its shareholders' equity being less than the
required amount in conjunction with operating losses in two of its
three most recent fiscal years. The Company will be subject to
periodic review by the AMEX staff during the extension period.
Failure to make progress consistent with the terms of the plan or
to regain compliance with the continued listing standards by the
end of the extension period could result in the Company being
delisted from the AMEX.

Reunion manufactures and markets a broad range of metal and
plastic products and parts, including seamless steel pressure
vessels, fluid power cylinders, leaf springs, precision plastics
products and thermoset compounds and provides engineered plastics
services. Reunion Industries is headquartered at 11 Stanwix
Street, Suite 1400, Pittsburgh, Pennsylvania, 15222.

                         *    *    *
As reported in Troubled Company Reporter's July 29, 2003 edition,
Reunion Industries hired Wiss & Company LLP as its new independent
accountants, to replace Ernst & Young LLP.

The reports of Ernst & Young LLP on the financial statements for
the past two fiscal years were modified as to uncertainty
surrounding the Company's ability to continue as a going concern.


SAFETY-KLEEN CORP: Post-Confirmation Directors for New Holdco
-------------------------------------------------------------
The new Board of Directors includes only one member of the
Reorganized Safety-Kleen's senior management.  Most of the
directors are veterans of other Chapter 11 reorganizations.

       1)  Ronald A. Rittenmeyer, Chairman

Mr. Rittenmeyer joined Safety-Kleen's board as an outside director
in April 2001.  In September of 2001, he was named Chairman of the
Board, CEO and President of Safety-Kleen.  Mr. Rittenmeyer spent
over 20 years with PepsiCo's Frito-Lay division in various
executive roles.  Upon leaving Frito-Lay, Mr. Rittenmeyer began a
series of assignments reorganizing or reengineering a number of
companies.  He has worked in the capacity of Chairman, CEO,
President and/or COO in companies ranging in size from $200MM in
annual revenues (RailTex, Inc.) to $10 billion in annual revenues
(Ameriserve, Inc.).  Other companies that he has worked at include
Ryder Truck, Merisel and Burlington Northern Railroad.

       2)  Ronald W. Haddock

Mr. Haddock was President and CEO of FINA, Inc. from 1989 until
2000. He joined FINA, headquartered in Dallas, in June 1986 as
Executive Vice President and Chief Operating Officer, and was
elected to the company's Board of Directors in 1987.  Prior to
that, he was with Exxon for over 20 years as a VP and Director of
Esso Eastern, Executive Assistant to the Chairman, and Vice
President of Refining.  Mr. Haddock has over 35 years of corporate
management experience, including general management, finance
planning and operations.

Mr. Haddock currently serves on the Boards of Enron
(restructured); Elektro, a Brazilian-based power generation and
distribution company; Alon Energy USA, a petroleum refining and
marketing company; Southwest Securities, Inc., a financial
services company; Adea Solutions, Inc., a high tech personnel and
consulting firm in Dallas; and SepraDyne, a Dallas-based
environmental technology company.  Mr. Haddock is chairman of the
SepraDyne Board, the Southwest Securities Governance Committee,
and the Adea Compensation Committee.  In addition, Mr. Haddock is
on the Dean's Visiting Committee of the School of Engineering at
Purdue University where he obtained an engineering degree.

       3)  David Samuel Coats

Mr. Coats has over 30 years of diverse corporate leadership
experience, primarily focused on service and customer satisfaction
in the airline industry.  He has held senior-level management
positions at Texas International Airlines, Southwest Airlines, and
Continental Airlines, and COO/CEO positions at Muse Air and
Southern Cross Airlines.  Most recently, Mr. Coats was President
and CEO of The Sammons Travel Group (2000-2001) and prior to that
he served as President and CEO of PROS Revenue Management, Inc.
(1996-1999).  Mr. Coats holds B.A. and law degrees from the
University of Texas.

       4)  R. Randolph Devening

Mr. Devening was CEO, President and Chairman of Foodbrands America
from 1994 until it was acquired by IBP in 1997 and then with IBP,
which was in turn acquired by Tyson Foods, Inc. in 2001.  Mr.
Devening has over 30 years of experience in corporate leadership,
including roles as Chief Financial Officer and Chief Executive
Officer.  Mr. Devening has been a board member for Autocraft
Industries, Inc., Del Monte Foods, Entex Information Services,
Fleming Companies (ending in 1994), Hancock Fabrics and Hussman
Corporation.  Mr. Devening has an International Relations degree
from Stanford University and an MBA from the Harvard Business
School.

       5)  Joshua Gotbaum

For 13 years, Mr. Gotbaum was an investment banker with Lazard
Freres, primarily in mergers and restructuring.  He also held
senior financial and management positions in the federal
government -- Controller and Executive Associate Director of the
Office of Management & Budget, Assistant Secretary of Treasury for
Economic Policy, Assistant Secretary of Defense, and Associate
Director/Economics of the White House Domestic Policy Office.  
Most recently, Mr. Gotbaum was the startup CEO of the September
11th Fund, a $500+ million charity.  Mr. Gotbaum holds a
bachelor's degree from Stanford University, a Master's degree in
Public Policy from Harvard University and a JD from the Harvard
Law School.

       6)  Michael P. Fountain

Mr. Fountain is currently CEO, Technology & Global Freight
Management, Americas & Europe for Exel Logistics, Inc.  He has
over 30 years experience primarily based in logistics in the air
cargo and freight management industry.  Mr. Fountain has held
various lead positions with Exel since 1993, including President
and CEO of four progressively larger regions -- USA, North
America, North & South America, and Americas & Pacific.  Exel is a
global leader, which provides clients with a comprehensive
solution to supply chain management and logistics. Mr. Fountain is
a director of the Exel Executive Board and an Executive Director
of the Exel PLC Board.  He also serves on the Sprint Global
Advisory Board and is Vice Chairman of Cargo 2000, a leading
industry body in Global Freight Management.

       7)  William A. Holl

Mr. Holl has over 20 years of corporate experience primarily with
Coca-Cola Enterprises and has served in roles as Eastern Group
Vice President, Eastern Group President, and as Corporate Senior
Vice President.  He is currently President and Chief Executive
Officer of Coca-Cola Bottlers Sales and Services, LLC.  Mr. Holl
has significant logistics, operations turnaround, and sales
experience.  He holds a B.S. degree from University of Southern
California and an MBA from the Harvard Business School.

       8)  Richard B. Neff

Mr. Neff has over 30 years of experience in building and acquiring
corporations.  He has held progressively senior executive
positions in various industries, primarily food distribution and
including investment, leasing, building and land development and
was instrumental in building one of the largest independent
wholesale food distributors and warehouse operators in the New
York City metropolitan area.  Mr. Neff was formerly CFO and COO
and is currently Chief Executive Officer and Co-Chairman of DI
Giorgio Corporation.  Mr. Neff has been a board member for Ryan
Beck & Co. (Chairman in 1998), Bruno's Supermarkets and Transco
Group.  He is a graduate of Farleigh Dickinson University and
is a CPA.

       9)  Glenn R. August

Mr. August is President of Oak Hill Advisors, an investment
management firm specializing in leveraged loans, high yield bonds
and distressed investments.  In this capacity, he is currently
responsible for more than $4 billion of capital committed to the
leveraged capital markets through various Oak Hill funds and
separate accounts.  He also serves as a Managing Partner of Oak
Hill Special Opportunities Fund, a $500 million distressed private
equity fund currently in formation.  He joined the predecessor
entity of Oak Hill, Acadia Partners, in 1987 and since then has
invested more than $20 billion.  Throughout his career at Oak
Hill, Mr. August has served as a leading member of numerous
creditors' committees and helped structure more than $10 billion
of securities on behalf of Oak Hill and related entities.  Prior
to joining Oak Hill, he worked in the mergers and acquisitions
department at Morgan Stanley.  He serves as a director of Stage
Stores, a public company that emerged from bankruptcy in 2001, and
two non-profit institutions, the 92nd St. Y and the Mt. Sinai
Children's Center Foundation.  He previously served as a director
of Ivex Packaging Corp. -- a packaging company that was acquired
by Alcoa for approximately $800 million in 2002 -- and SPI
Holdings, the parent of Spectradyne, and was Board Observer at
Vons Companies, Inc.  Mr. August received his BS degree from
Cornell University and his MBA from Harvard Business School, where
he was a Baker Scholar.

       10)  Matthew Kaufman

Mr. Kaufman joined GSC Partners in 1997, and became a partner in
January 2000.  GSC Partners is an investment firm with $6 billion
of capital under management, and invests in distressed debt,
mezzanine loans, structured debt and private equity.  He was
previously Director of Corporate Finance with NextWave Telecom,
Inc.  Prior to that, he was with The Blackstone Group, in the
Merchant Banking and Mergers & Acquisitions departments, and with
Bear Stearns working primarily in the Mergers & Acquisitions
department.  He is a director of Burke Industries, Inc., Day
International Group, Inc., Worldtex, Inc., and is Chairman of the
Board of Pacific Aerospace & Electronics, Inc.  Mr. Kaufman
graduated with a B.B.A. degree and M.A.C.C. from the University of
Michigan. (Safety-Kleen Bankruptcy News, Issue No. 62; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


SATCON TECHNOLOGY: Ability to Continue Operations Uncertain
-----------------------------------------------------------
SatCon Technology Corporation designs, develops and manufactures
high power electronics and standard and custom machines that
convert, store and manage electricity for customers that require
reliable, "always-on", electric power. SatCon also designs,
develops and manufactures highly reliable electronics and controls
for government and military applications. Its specialty motors are
typically designed and manufactured for customers that purchase
small efficient motors requiring high power relative to the size
of the motor.

As of March 29, 2003, the Company is in default under its Loan and
Security Agreement, dated September 13, 2002, with Silicon Valley
Bank due to its failure to obtain additional capital and to
maintain adjusted tangible net worth, as defined.

On April 4, 2003, the Company entered into an Amended and Restated
Accounts Receivable Financing Agreement with the Bank. In the
Agreement, the Bank has agreed to provide the Company with a line
of credit of up to $5 million. Advances under the line of credit
are limited to 80% of eligible accounts receivables. Based on
current business levels, the Company believes that it will be able
to borrow approximately $1.5 million from the Bank during the
current quarter, of which over $1 million is already outstanding.
Loans under this line of credit bear interest at the prime rate
plus 3.0% per annum. Other customary banking fees are also
charged. In connection with this financing, the Company issued to
an affiliate of Silicon Valley Bank a warrant to purchase 210,000
shares of its common stock at an exercise price of $1.05 per
share. The terms of the line of credit provide that the Company
will be in default under the line of credit if it is unable to
consummate the debenture offering on or before July 31, 2003. The
Company is also required to maintain a tangible net worth in
excess of $9 million at all times. Unless the Company is able to
stem its current operating losses or sell assets at values higher
than reflected on its books of account, the Company anticipates
that its tangible net worth will drop below the required threshold
as of June 28, 2003, the end of the Company's fiscal third
quarter. Unless the Company can obtain a waiver from the Bank,
dropping below this tangible net worth threshold would constitute
a default under the line of credit documents. This credit expires
on April 3, 2004 and carries a $0.1 million early termination fee.

In order to sustain current business operations, the Company
believes that it will require approximately $6 million of cash
liquidity during the quarter ending June 28, 2003. In addition,
its current forecast will require an additional $1.5 million in
its fiscal fourth quarter before it stems the cash outflow. Of
these amounts, approximately $1.5 million is expected to be
provided by the Silicon Valley Bank line, $3 million from a third
party guarantee acceptable to the bank, and $0.8 million by the
debenture offering. Other than the bank line of credit, which is
already in place, there can be no assurance that these  
transactions will take place.

The Company has incurred significant costs to develop its
technologies and products. These costs have exceeded total
revenue. As a result, the Company has incurred losses in each of
the past five years and for the six months ended March 29, 2003.
As of March 29, 2003, it had an accumulated deficit of $102.7
million.

Management of the Company is addressing additional cash needs
through a combination of seeking equity infusions, sales of
assets, selective workforce reductions, outsourcing some
manufacturing and seeking to form joint ventures. The Company has
embarked on a major restructuring of the Power Systems Division is
order to address its cost structure. This initiative has already
resulted in significant reductions in its work force from 167
employees at December 2002 to 74 employees at May 2003, which will
be reflected as lower operating expenses in the near future. The
Company is working aggressively on its goal to reduce its future
cash flow burn rate to zero by fiscal year end. However, the
Company does not expect to be profitable for its fourth quarter of
fiscal year 2003.

The Company has also engaged a financial advisor, Alliant Capital
Partners (an affiliate of Silicon Valley Bank), to assist it in
disposing of assets unrelated to its engineering and manufacturing
expertise in electromechanical systems. The assets and businesses
the Company would consider selling include its Ling test and
measurement vibration system business, its patented smart
predictive line control technology utilized by the electric arc
steel manufacturing industry and patents acquired from Northrop
Grumman related to hybrid electric vehicles. For larger systems,
such as its UPS system, the Company intends to enter into
strategic alliances for the manufacture, sale, service and
distribution of its products.

In view of the matters described in the preceding paragraphs,
there is substantial doubt about the Company's ability to continue
as a going concern.


SEA CONTAINERS: Completes Asset Sale Transaction with Windwood
--------------------------------------------------------------
On July 18, 2003, Sea Containers Ltd. completed the cash sale of
all of the shares of its indirect wholly-owned subsidiary Sea
Containers Isle of Man Ltd., which is the holding company of Sea
Containers' Isle of Man Steam Packet ferry business, including The
Isle of Man Steam Packet Company Ltd. subsidiary. The sale was to
Windwood Limited, a company unaffiliated with Sea Containers and
controlled by Montagu Private Equity Ltd., formerly the private
equity arm of HSBC. Steam Packet operates passenger, vehicle and
freight ferry services between the Isle of Man in the Irish Sea
and England, Northern Ireland and the Republic of Ireland.
Included in the sale was the ferry service of Sea Containers
directly between England and the Republic of Ireland previously
operated on its behalf by Steam Packet. Sea Containers will
charter one of its fast ferries to Steam Packet for a term
expiring in 2010 and continue to provide certain administrative
services to Steam Packet under contract. Sea Containers will
retain its remaining ferry service in the Irish Sea, between
Northern Ireland and Scotland, which Steam Packet will oversee on
Sea Containers' behalf under contract. The transaction was
completed under sale and purchase documentation dated July 14,
2003.

The sale price of pound 146,685,000 (approximately $240,000,000,
including pound 4,685,000 of Steam Packet cash retained by Sea
Containers), was agreed on an arm's-length basis and is subject to
a post-closing working capital adjustment as of July 1, 2003. Part
of the sale proceeds was used to redeem pound 61,490,000 of
outstanding secured notes of a Steam Packet affiliate issued
pursuant to a whole-business securitization of Steam Packet in
April 2002, and the balance was used to repay part of a short-term
bank loan borrowed by Sea Containers on July 1, 2003 to repay its
publicly-held 9-1/2% and 10-1/2% senior notes that matured on that
date.

                         *     *     *

As reported in Troubled Company Reporter's July 17, 2003 edition,
Moody's Investors Service downgraded the ratings of Sea Containers
Ltd. Ratings outlook is negative.

Downgraded Ratings                                  To       From

   * $115 million 10.75% Sr. Notes due 2006         B3        B1
   * $150 million 7.875% Sr. Notes due 2008         B3        B1
   * $98 million 12.5% Sr. Sub. Notes due 2004      Caa1      B2
   * Senior implied                                 B2        B1
   * Issuer rating                                  B3        B1

The downgrades conclude the ratings review Moody's started on
December 2002. The actions reflect the company's high debt levels,
weak cash flow and weak operating performance. These are however
offset by the company's fixed asset base, its position in certain
markets and improving financial performance.

Moody's is also concerned that "near-term debt maturities will not
be covered by the company's current level of operating cash flows,
and that additional asset sales or refinancing may be required to
meet debt obligations."


SK GLOBAL: Final Hearing on Togut Segal Engagement on August 20
---------------------------------------------------------------
On an interim basis, pending a final hearing at 2:00 p.m. on
August 20, 2003, U.S. Bankruptcy Court Judge Blackshear authorizes
SK Global America Inc., to employ Togut, Segal & Segal as its U.S.
bankruptcy counsel.

Albert Togut, Esq., and Scott E. Ratner, Esq., lead the team of
TS&S lawyers charged with:

      * advising the Debtor of its powers and duties as a debtor-
        in-possession;

      * assisting in the preparation of financial statements,
        the schedules of assets and liabilities, the statement of
        financial affairs, and other reports and documentation
        required by the Bankruptcy Code and the Federal Rules
        of Bankruptcy Procedure;

      * representing the Debtor at all hearings on matters
        pertaining to its affairs as a debtor-in-possession;

      * prosecuting and defending litigated matters that may
        arise during this Chapter 11 case;

      * negotiating, formulating, and confirming a plan of
        reorganization for the Debtor;

      * counseling and representing the Debtor concerning the
        assumption or rejection of executory contracts and leases,
        administration of claims, and numerous other bankruptcy
        related matters arising from this case;

      * counseling the Debtor about various litigation and
        reorganization matters relating to this Chapter 11 case;
        and

      * performing such other bankruptcy services that are
        desirable and necessary for the efficient and economic
        administration of this Chapter 11 case.

TS&S charges $550 to $675 per hour for work performed by partners,
and $115 to $470 per hour for hours logged by paralegals and
associates. (SK Global Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SPEIZMAN IND.: Listing on Nasdaq SmallCap Extended to Sept. 29
--------------------------------------------------------------
Speizman Industries, Inc. (Nasdaq: SPZN) reported that, pursuant
to a hearing request before a Nasdaq Listing Qualification Panel,
the Company received an extension to continue the listing of the
Company's securities on The Nasdaq SmallCap Market until September
29, 2003, by which time the Company must evidence a closing bid
price in its stock of at least $1.00 per share and, immediately
thereafter, a closing bid price of at least $1.00 per share for a
minimum of ten consecutive days.

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment.  The
Company acts as exclusive distributor in the United States,
Canada, and Mexico for leading Italian manufacturers of textile
equipment and is a leading distributor in the United States of
industrial laundry equipment representing several United States
manufacturers.

For additional information on Speizman Industries, please visit
the Company's web site at http://www.speizman.com

As reported in Troubled Company Reporter's April 7, 2003 edition,
Speizman Industries, effective March 31, 2003, entered into a
Sixth Amendment and Forbearance Agreement relating to its credit
facility with SouthTrust Bank, extending the maturity date until
December 31, 2003. The credit facility as amended provides a
revolving credit facility up to $10.0 million and an additional
line of credit for issuance of documentary letters of credit up to
$7.5 million. The availability under the combined facility is
limited to a borrowing base as defined by the bank. The Company,
as of March 31, 2003, had borrowings with SouthTrust Bank of $4.8
million under the revolving credit facility and had unused
availability of $2.5 million.


STORAGENETWORKS: Nasdaq to Delist Shares Effective August 18
------------------------------------------------------------
StorageNetworks, Inc. (Nasdaq: STOR) has been notified by Nasdaq
that its common stock will be delisted from The Nasdaq National
Market as of the opening of business on August 18, 2003.

StorageNetworks' common stock is expected to begin trading on the
OTC Bulletin Board (OTCBB) effective as of the opening of business
on August 18, 2003. The delisting is a result of StorageNetworks'
previously announced inability to meet Nasdaq's independent board
and audit committee requirements for continued listing
(Marketplace Rules 4350c and 4350(d)(2)), due to the resignation
of certain of StorageNetworks' directors in February 2003.

StorageNetworks has previously announced that its board of
directors has adopted a Plan of Complete Liquidation and
Dissolution. The ticker symbol of StorageNetworks' common stock on
the OTCBB will be STOR.

                           *    *    *

As reported in Troubled Company Reporter's August 6, 2003 edition,
StorageNetworks Inc. said it will liquidate after it was unable to
sell the company at a high enough price, Bloomberg News reported.
Investors will get about $1.60 to $1.70 a share, the company said
in a statement on its web site, pushing the stock up as much as 19
percent.

The Waltham, Massachusetts-based company had been turning itself
into a software maker after its computer data-storage management
business failed to make a profit. In March, it hired investment
bankers to evaluate options, including a sale. The only offers to
buy the company were too low, StorageNetworks said, reported the
newswire.


SUN HEALTHCARE: June 30 Balance Sheet Upside-Down by $196 Mill.
---------------------------------------------------------------
Sun Healthcare Group, Inc., (OTC BB: SUHG) announced its operating
results for its second quarter ended June 30, 2003.

For the quarter ended June 30, 2003, Sun reported total net
revenues of $282.6 million and a net loss, before income taxes and
discontinued operations, of $9.6 million, compared with total net
revenues of $283.1 million and a net loss, before income taxes and
discontinued operations of $9.5 million for the three-month period
ended June 30, 2002. The Company operated 157 long-term and other
inpatient care facilities with 16,897 licensed beds on June 30,
2003, as compared with 243 facilities with 27,571 licensed beds on
June 30, 2002.

Sun Healthcare's June 30, 2003 balance sheet shows a working
capital deficit of about $69 million, and a total shareholders'
equity deficit of about $196 million.

As previously announced, the Company completed the sale of the
assets of SunScript Pharmacy Corporation and other pharmacy-
related operations on July 15, 2003. Accordingly, results of those
businesses have been reclassified as results from discontinued
operations. For the quarter ended June 30, 2003, Sun's net
revenues net of intersegment eliminations from its ancillary
operations, which, as of August 8, 2003 primarily include SunDance
Rehabilitation Corporation, CareerStaff Unlimited, SunPlus Home
Health Services, Inc. and Shared Healthcare Systems, Inc.,
increased $1.6 million, from $64.5 million for the three months
ended June 30, 2002, to $66.1 million for the same period in 2003.
The net segment income, before restructuring costs, gain on sale
of assets, income taxes and discontinued operations for those
operations, decreased $4.5 million over the same period, from net
income of $10.3 million to net income of $5.8 million. This
decrease was the result of multiple factors including
reimbursement cuts, labor increases and start-up costs associated
with new CareerStaff offices. The net revenues and net income for
the pharmacy operations, which were not included in the ancillary
operations because they were reclassified into discontinued
operations, were $65.2 million and $2.5 million, respectively, for
the three months ended June 30, 2003.

Net revenues from the long-term and inpatient care operations,
which comprised 76.6 percent of Sun's total revenue in the second
quarter of 2003, decreased $2.1 million to $216.5 million for the
three months ended June 30, 2003, from $218.6 million for the same
period in 2002. The net segment loss, before restructuring costs,
gain on sale of assets, income taxes and discontinued operations
from the long-term and inpatient care operations increased $0.7
million from $0.5 million for the three months ended June 30,
2002, to $1.2 million for the same period in 2003. Sun's inpatient
care results of operations were negatively impacted by reductions
in Medicare reimbursements of $6.8 million, which were partially
offset by a market basket increase of $1.8 million. Without the
reimbursement cuts Sun's inpatient care net revenues and net
income, before restructuring costs, gain on sale of assets, income
taxes and discontinued operations, would have been $221.5 million
and $3.8 million, respectively.

Sun's corporate overhead costs for the second quarter of 2003
decreased $6.2 million to $14.0 million from $20.2 million for the
same period in 2002. This decrease is due to the Company's efforts
to match its corporate infrastructure to the decreasing size of
the enterprise as the restructuring of the Company continues.

"Our restructuring of the Company is progressing well, as
evidenced by the recent sale of SunScript and the divestiture of
ninety-five nursing homes and hospital operations which
collectively represent approximately seventy percent of our
intended divestitures," said Richard K. Matros, Sun's chairman and
chief executive officer. Matros continued, "Many challenges
remain, but we are pleased by our progress to this point."

As noted above, on July 15, 2003, Sun sold its pharmacy services
business to Omnicare, Inc. for total consideration of up to $90
million in cash, of which $75 million was paid at closing and up
to $15 million is payable post-closing, subject to reduction.
Proceeds received at the closing of that sale were used to retire
the Company's Term Debt as well as to reduce a significant portion
of the balance owed by the Company under its Revolving Loan
Agreement.

Sun continues to restructure its long-term care facility portfolio
to transition certain under-performing facilities to other
operators. Pursuant to this initiative, Sun divested 60 facilities
between March 31, 2003 and June 30, 2003. Those 60 facilities
accounted for $4.0 million in losses during the second quarter of
2003. Sun divested an additional 14 facilities in July 2003 and
anticipates that operations of 29 percent of the 143 long-term
care facilities currently operated by the Company's subsidiaries
may be divested as part of the current restructuring.

"Despite the distractions of the restructuring, our long term care
continuing operations improved to where we have been able to
offset most of the reimbursements cuts that have hit the
industry," said Mr. Matros.

Sun and its subsidiaries have continued to receive funding under
their Revolving Loan Agreement, even though the Company continues
to be in covenant default of that loan agreement and has not
obtained a waiver of those defaults.

Sun's senior management will hold a conference call to discuss the
Company's second quarter operating results today at 12 p.m. EDT /
9 a.m. PDT. To listen to the conference call, dial (877) 516-8526
and refer to Sun Healthcare Group. A recording of the conference
call will be available from 1 p.m. EDT on August 12 until midnight
EDT on August 19 by dialing (800) 642-1687 and using access code
1809707.

Headquartered in Irvine, California, Sun Healthcare Group, Inc.
owns many of the country's leading healthcare providers. Through
its wholly owned SunBridge Healthcare Corporation subsidiary and
its affiliated companies, Sun's affiliates together operate long-
term and postacute care facilities in many states. In addition,
the Sun Healthcare Group family of companies provides high-quality
therapy, home care and other ancillary services for the healthcare
industry.

For further information regarding the Company and the matters
reported herein, see the Company's Report on Form 10-K for the
year ended December 31, 2002, a copy of which is available at the
Company's Web site at http://www.sunh.com  


TECSTAR INC: Files Liquidating Plan and Disclosure Statement
------------------------------------------------------------
Don Julian, Inc., formerly known as Tecstar, Inc., and its debtor-
affiliate filed their Chapter 11 Liquidating Plan and an
accompanying Disclosure Statement with the U.S. Bankruptcy Court
for the District of Delaware.  A full-text copy of the Debtors'
Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=030804222528

The Debtors' Plan describes how Claims against, and Equity
Interests in, the Debtor will be treated under a substantive
consolidation of the Estates.  The Plan provides for the
distribution and treatment of 9 classes of claims and equity
interests:

Class Description           Treatment
----- -----------           ---------
  1    Priority Claims       Unimpaired, deemed to accept the
                             Plan; Will receive cash equal to
                             the Claim on the Effective Date
                             or as soon as practicable

   2   Bank Group Secured    Impaired, entitled to vote; When
       Claim                 made available, are entitled to
                             receive:
                             i) $16,914 or 50% of amounts
                             remaining in escrow on account of
                             Met-Pro's claim; and
                             ii) $250,000 held in escrow in
                             connection with the Firstmark Sale

   3   Westar Secured Claim  Impaired, entitled to vote; Will
                             be paid from the Liquidation
                             Proceeds and, if unliquidated at
                             the time of distribution, will
                             receive the Demo Systemes Note

   4   Mechanics' Lien       Impaired, deemed to accept the
       Secured Claims        Plan; Will be paid in dull in
                             accordance with the Amrofell
                             Stipulation and the Met-Pro
                             Stipulation

   5   Irwin Business        Impaired, entitled to vote;
       Leasing Secured       Entitled to payment of the fair
       Claim                 market value of such creditor's
                             interest in the Collateral
                             securing its Claim.

   6   S&C Electric Secured  Impaired, entitled to vote;
       Claim                 Entitled to payment of the fair
                             market value of such creditor's
                             interest in the Collateral
                             securing its Claim.

   7   Other Secured Claims  Impaired, entitled to vote;
                             Entitled to payment of the fair
                             market value of such creditor's
                             interest in the Collateral
                             securing its Claim.

   8   General Unsecured     Impaired, entitled to vote;
       Claim                 Consistent with the Global
                             Stipulation, distribution will
                             be made in a Pro Rate basis,
                             from the Unsecured Creditor Fund
                             and from the Supplemental Unsecured
                             Creditor Payments

   9   Equity Interests      Impaired, deemed to reject the
                             Plan; Holders will not receive or
                             retain any property under the Plan.


Tecstar, Inc., n/k/a Don Julian, Inc., manufactures high-
efficiency solar cells that are primarily used in the construction
of spacecraft and satellite. The Company filed for chapter 11
protection on February 07, 2002 (Bankr. Del. Case No. 02-10378).  
Tobey M. Daluz, Esq., at Ballard Spahr Andrews & Ingersoll LLP and
Jeffrey M. Reisner, Esq., at Irell & Manella LLP represent the
Debtors in their restructuring efforts. When the company filed for
protection from its creditors, it listed assets of over $10
million and debts of over $50 million.


TELESYSTEM INT'L: S&P Upgrades Junk Corp. Credit Rating to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Montreal, Quebec-based Telesystem International
Wireless Inc. to 'B-' from 'CCC+'. The rating has been removed
from CreditWatch, where it was placed June 18, 2003. The outlook
is stable.

"The revised rating follows repayment on Aug. 8, 2003, of the
remaining principal amount on TIW's senior guaranteed notes due
December 2003. As such the refinancing risk on the notes is no
longer a concern," said Standard & Poor's credit analyst Joe
Morin. TIW has no material amount of debt remaining at the
corporate level.

The analytical approach used in assigning TIW's rating is based on
Standard & Poor's methodology with respect to parent and
subsidiary relationships. The rating on TIW reflects the combined
credit risk profiles of principal operating subsidiaries, Mobifon
S.A. (Mobifon) and Cesky Mobil A.S. (Cesky Mobil). The rating on
TIW is further supported by a relatively stronger credit risk
profile at Mobifon, though offset by a relatively weaker credit
risk profile at Cesky Mobil.

Mobifon's financial risk profile is deemed to be high given its
relatively high overall leverage for an emerging market operator,
the debt structure that is in place at Mobifon Holdings B.V., and
its substantial foreign currency exposure to Romania. These
factors are somewhat mitigated by Mobifon's dominant market
position in the Romanian wireless industry, high EBITDA margins,
and improving free cash flows.

Cesky Mobil is still in the early stages of development, having
entered the highly competitive Czech Republic market just over
three years ago. It too has relatively high leverage, an
aggressive five-year amortization schedule on its senior secured
bank facility, as well as limited liquidity and financial
flexibility. Cesky Mobil has performed well recently and may turn
free cash flow positive in the second half of 2003; however,
continued revenue and cash flow growth could prove difficult in
the saturated Czech market.

The stable outlook reflects Standard & Poor's view that TIW will
continue to receive sufficient funds from Mobifon, through Mobifon
Holdings and Clearwave, to ensure that corporate overhead and
other corporate obligations are met. The outlook also assumes that
TIW would not incur any additional debt to make new investments or
to fund operations at its current subsidiaries.


TELETECH HOLDINGS: Will Publish Second Quarter Results Thursday
---------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a global provider of
customer management solutions, announced details relating to the
release of its second quarter 2003 financial results and related
conference call and webcast.

TeleTech will release second quarter 2003 results on Thursday,
August 14, 2003, when a summary press release will be issued and
its Report on Form 10-Q will be filed with the Securities and
Exchange Commission.  A conference call and webcast with
management will be held the following morning on Friday,
August 15, 2003 at 11:00 a.m. Eastern time.

You are invited to join a live webcast of the conference call by
visiting the "Investors" section of the TeleTech website at
http://www.teletech.com  If you are unable to participate during  
the live webcast, a replay of the call will be available on the
TeleTech Web site through Friday, August 29, 2003.

For twenty years, TeleTech has managed the customer experience for
some of the world's largest enterprises.  TeleTech's customer care
services help companies acquire, serve, grow and retain customers
throughout the entire relationship lifecycle.  TeleTech offers
solutions to a variety of industries including financial services,
transportation, communications, government, healthcare and travel.  
With a presence that spans North America, Asia-Pacific, Europe and
Latin America, TeleTech provides comprehensive customer care
services to global organizations.  Additional information on
TeleTech can be found at http://www.teletech.com

                         *     *     *

As reported in Troubled Company Reporter's July 14, 2003 edition,
TeleTech Holdings said the due to charges to be incurred in its
profit improvement and cost reduction initiatives, the Company
will not be in compliance with certain financial covenants in its
revolving credit and senior note agreements. TeleTech is working
with the lender groups to obtain the necessary waivers and
amendments, and believes it will be successful in these efforts
prior to filing its second quarter Form 10-Q in August 2003. As of
June 30, 2003 TeleTech had total debt of approximately $120
million and cash and cash equivalents of approximately $115
million.


UNICCO SERVICE: Arranges Credit Facility Refinancing with CIT
-------------------------------------------------------------
UNICCO(R) Service Company, one of North America's largest
integrated facilities services outsourcing companies, announced
the refinancing of its revolving credit facility with The CIT
Group/Business Credit Inc., a unit of CIT Group (NYSE:CIT). The
refinancing, which replaces a similar facility with other lenders,
consists of a three-year, secured revolving credit facility for
$60 million.

Additionally, the company entered into an agreement with
noteholders of $47 million of outstanding subordinated notes. This
agreement, which includes both economic and non-economic changes,
was unanimously approved by the company's noteholders.

George A. Keches, president and COO, stated, "The refinancing of
our senior revolving credit facility, as well as the restructuring
of certain terms of our subordinated notes, fully resolves the
covenant compliance matters resulting from the company's financial
support of an affiliated insurance company."

UNICCO Service Company (S&P, B Corporate Credit Rating, Negative)
is one of North America's largest and most successful Integrated
Facilities Services companies with over $600 million in sales,
20,000 employees and a 95 percent customer retention rate. The
company has over 50 years of facilities outsourcing experience,
including maintenance, operations, engineering, cleaning, lighting
and administrative/office services for 1,000 educational,
commercial, corporate, and industrial, government, and retail
customers. UNICCO's advanced facilities technologies include its
proprietary myUNICCO.com customer portal and the UNI-Q(sm) palmtop
inspection system, best-of-breed computerized maintenance
management systems (CMMS), eProcurement, and 24x7x365 call
centers. For further information, visit http://www.unicco.com  


UNIFORET INC: Satisfies All Conditions to Implement CCAA Plan
-------------------------------------------------------------
UNIFORET INC. and its subsidiaries, Uniforet Scierie-Pate Inc. and
Foresterie Port-Cartier Inc., announced that all the conditions
precedent to the implementation of their plan of arrangement
pursuant to the Companies' Creditors Arrangement Act (Canada) have
been satisfied.

In the context of the implementation of its plan of arrangement,
the Company has signed two trust deeds governing the new notes
issued in replacement of the notes previously issued pursuant to
the indenture dated October 15, 1996, the whole in accordance with
the terms of the Company's plan of arrangement and the decision
rendered by the Quebec Superior Court on May 16, 2003. As of
today, no transaction on these previously issued notes will be
recognized by the Company.

Also, the Canadian convertible debentures issued pursuant to the
indenture dated May 9, 1996 will cease trading as of today on the
Toronto Stock Exchange and transactions on these debentures will
no longer be recognized by the Company. In replacement of these
Canadian debentures, the debentureholders will receive a cash
payment or shares of the Company, the whole in accordance with the
terms of the Company's plan of arrangement and the decision
rendered by the Quebec Superior Court on May 16, 2003.

The Company undertakes all necessary steps so that the different
payments provided by its plan of arrangement, including the
issuance of new notes and shares, be made before the end of
September 2003.

The Company manufactures softwood lumber. It carries on business
through mills located in Port-Cartier and in the Peribonka area.
Uniforet Inc.'s securities are listed on The Toronto Stock
Exchange under the trading symbol UNF.A, for the Class A
Subordinate Voting Shares.


UNITED AIRLINES: Wants Approval to Continue Mercer's Engagement
---------------------------------------------------------------
United Airlines Inc., asks U.S. Bankruptcy Court Judge Wedoff to
extend the employment of Mercer Management Consulting as Executory
Contract Consultants until September 12, 2003.  United also seeks
to expand the scope of Mercer's services to include "vendor
executory contracts in Catering, Information Technology, Telecom,
Maintenance, United Loyalty Services, Marketing, Advertising,
Hotels and other areas which have agreements that qualify as
executory contracts as directed by United."

James H.M. Sprayregen, Esq., reports that Mercer has completed
its analysis of executory contracts and has identified preliminary
disposition strategies.  Mercer continues to monitor and support
United's negotiations with its contract counterparties.
Additionally, Mercer has been asked to identify where similar
strategies can be used to assist United in making decisions on a
greater universe of contracts. (United Airlines Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


UNITED INDUSTRIES: June 30 Net Capital Deficit Narrows to $63MM
---------------------------------------------------------------
Conducting business as Spectrum Brands, United Industries
Corporation, the leading manufacturer and marketer of value-
oriented products for the consumer lawn and garden care and insect  
control markets in the United States, announced record results for
the second quarter and six months ended June 30, 2003.

Comparing actual results for the three months ended June 30, 2003
with actual results for the three months ended June 30, 2002,
United's results were as follows: net sales before promotion
expense increased 5.4% to $222.2 million from $210.8 million, net
sales increased 5.6% to $206.0 million from $195.1 million,
operating income increased 9.4% to $44.3 million from $40.5
million and net income decreased 18.9% to $21.4 million from
$26.4 million, respectively.  Comparing actual results for the six
months ended June 30, 2003 with actual results for the six months
ended June 30, 2002, United's results were as follows: net sales
before promotion expense increased 15.6% to $416.0 million from
$360.0 million, net sales increased 16.1% to $384.8 million from
$331.5 million, operating income increased 20.6% to $75.4 million
from $62.5 million and net income decreased 4.9% to $34.8 million
from $36.6 million, respectively.

Comparing actual results for the three months ended June 30, 2003
with pro forma results for the three months ended June 30, 2002,
which reflect the May 2002 merger with Schultz Company and the
December 2002 acquisition of WPC Brands, Inc., United's results
were as follows: net sales before promotion expense decreased 7.1%
to $222.2 million from $239.1 million, net sales decreased 7.6% to
$206.0 million from $222.9 million, operating income decreased
less than 1% to $44.3 million from $44.6 million and net income
decreased 23.8% to $21.4 million from $28.1 million, respectively.  
Comparing actual results for the six months ended June 30, 2003
with pro forma results for the six months ended June 30, 2002,
which reflect the transactions described above, United's results
were as follows: net sales before promotion expense decreased 3.1%
to $416.0 million from $429.2 million, net sales decreased 3.7% to
$384.8 million from $399.6 million, operating income increased
5.2% to $75.4 million from $71.7 million and net income decreased
14.5% to $34.8 million from $40.7 million, respectively.  The
decrease in net income on both an actual and pro forma basis
reflects an increase in United's effective tax rate from 19% in
2002 to 38% in 2003, which is reflective of the Company's
increased profitability.

From a liquidity perspective, second quarter 2003 earnings before
interest, income taxes, depreciation and amortization, or EBITDA,
increased 11.4% to $48.0 million from $43.1 million for the second
quarter of 2002.  For the six months ended June 30, 2003, EBITDA
increased 20.3% to $81.3 million from $67.6 million for the six
months ended June 30, 2002.  On a pro forma comparative basis,
second quarter 2003 actual EBITDA increased less than 1% to $48.0
million compared to pro forma EBITDA of $47.9 million for the
second quarter of 2002.  On a pro forma comparative basis, for the
six months ended June 30, 2003, EBITDA increased 4.2% to $81.3
million from $78.0 million for the six months ended June 30, 2002.  
EBITDA information presented herein cannot be directly compared to
that presented in the Company's press releases issued during 2002,
as new financial reporting rules prohibit the inclusion of certain
non-cash expenses in the calculation of EBITDA.  Furthermore,
EBITDA is not defined by generally accepted accounting principles
(GAAP) and may not be comparable to other similarly titled
measures prepared by other companies.

United Industries Corporation's June 30, 2003 balance sheet shows
a total shareholders' equity deficit of about $63 million.

Bob Caulk, United's Chairman and CEO, stated, "Despite the weather
challenges our industry has faced this year, combined with our
retail customers' continued focus on reducing inventories, we are
pleased to report record financial results for the second quarter
and six months ended June 30, 2003.  In the second quarter, we
experienced a slow start and strong finish, as cool temperatures
and wet weather persisted in April and May, followed by conditions
more conducive to gardening and outdoor activities in June.  We
are particularly satisfied that, despite these adverse conditions,
we were effective in achieving our acquisition related synergy
targets to obtain a good bottom line result.  We continue to be
particularly pleased with the results of our Spectracide(R),
Cutter(R) and Garden Safe(TM) brands."

Caulk continued, "With regard to our full year guidance, we now
believe that too much volume related to early season categories
was lost to the poor weather.  As such, our previously issued full
year guidance of low double-digit percentage EBITDA growth is
unattainable.  With regard to where we will finish up the year,
there are several factors which could have an impact on our 2003
full year EBITDA, including our consumer and trade promotions,
weather and our retailer line reviews. To date, in the ongoing
line review process, we have received both negative and positive
news from individual retailers on elements of our programs.  The
results of these line reviews may have an impact on 2003 full year
volumes and costs, as transitional expenses such as inventory
write-offs and packaging development costs may or may not occur."

United is the leading manufacturer and marketer of value-oriented
products for the consumer lawn and garden care and insect control
markets in the United States and offers one of the broadest lines
in the industry under a variety of brand names.  The Company's
household brands include Hot Shot(R) and Cutter(R).  The Company's
lawn and garden brands include Spectracide(R), Garden Safe(TM),
Real-Kill(R) and No-Pest(R) in the controls category and
Vigoro(R), Sta-Green(R), and Schultz(TM) in the lawn and garden
fertilizer and organic growing media categories.

More information about United can be found at
http://www.spectrumbrands.com


U.S. ENERGY: Subsidiary to Sell Certain Assets to Cactus Group
--------------------------------------------------------------
U.S. Energy Corp. (Nasdaq: USEG) and Crested Corp. (OTC Bulletin
Board: CBAG), d/b/a USECC, announced that U.S. Energy Corp's.
wholly owned indirect subsidiary, Canyon Homesteads, Inc. has
entered into a Stock Purchase Agreement with The Cactus Group, a
private company of Denver, CO, for CG to purchase various
commercial and real estate holdings at the Ticaboo Townsite for
$3.68 million of which, $466,800 will be paid by CG at closing,
$210,000 will be paid to USE from the sale of lots at the Ticaboo
Townsite and $3,003,200 in the form of a Promissory Note payable
to USE.  

The Ticaboo Townsite is located in southern Utah near Lake Powell.  
The sale is subject to preparation of the necessary closing
documents and approval by the various Boards of Directors of the
Companies involved.  It is currently projected that the contract
will close on or before August 12, 2003.

"I look forward to concluding this agreement with The Cactus
Group," stated Keith Larsen, President of U.S. Energy Corp.  "This
sale is consistent with our previously stated goals to sell off
the non-core assets of U.S. Energy Corp. and Crested Corp. and
increase our efforts in the development of the Companies' coalbed
methane assets," concluded Larsen.

U.S. Energy Corp. and its majority owned subsidiary, Crested
Corp., are engaged in joint business operations as USECC, and
through their subsidiary Rocky Mountain Gas, Inc., own interests
in over 320,000 gross acres prospective for coalbed methane in the
Powder River Basin of Wyoming and Montana and acreage adjacent to
the Greater Green River Basin in southwest Wyoming.  Certain
properties are subject to a definitive agreement with a division
of Carrizo Oil & Gas, Inc. of Houston, TX to develop and expand
RMG's CBM properties dated July 10, 2001.  Other properties are
held by another CBM company (Pinnacle Gas Resources, Inc.) to
develop and expand CBM properties. U.S. Energy's and Crested's
subsidiary, Rocky Mountain Gas, Inc. owns an equity interest in
Pinnacle.  USECC owns control of Sutter Gold Mining Company, which
owns gold properties in California.  USECC also owns various
interests in uranium properties in Wyoming and Utah.

                         *    *     *

In its Form 10-Q for the quarter ended March 31, 2003, U.S. Energy
Corp., reported:

"The [Company's] condensed financial statements have been prepared
in conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the
Company as a going concern. We have sustained substantial losses
from operations in recent years, and such losses have continued
through March 31, 2003.  In addition, we have used, rather
than provided, cash in our operations.

"...[R]ecoverability of a major portion of the recorded asset  
amounts shown in the condensed consolidated accompanying balance
sheet is dependent upon continued operations of the Company, which  
in turn is dependent upon our ability to meet our financing
requirements on a continuing basis, to maintain present financing,
and to succeed in our future operations.

"We continue to pursue several items that will help us meet our
future cash needs.  We are aggressively pursuing claims against
Nukem.  We are also currently working with several different
sources, including both strategic and financial investors, in
order to raise sufficient capital to finance our continuing
operations.  Although there is no assurance that funding will be
available or that the outcome in the Nukem litigation will be
positive, we believe that our current business plan, if
successfully funded, will significantly improve our operating
results and cash flow in the future."


WACKENHUT CORRECTIONS: Reports Improved Second Quarter Results
--------------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) reported second
quarter 2003 earnings per share of $0.29 or $6.3 million compared
with $0.25 or $5.4 million in the second quarter of 2002, a 17
percent increase.  For the first half of the year, earnings per
share were $0.54 or $11.5 million compared with $0.50 or $10.6
million for the first six months of 2002.

Revenue for the second quarter increased to $153 million compared  
with $141 million in the second quarter of 2002.  Revenue for the
first six months of 2003 increased to $298 million compared with
$281 million during the first six months of last year.  Increases
in revenues for the first and second quarters of 2003 are
attributable to the opening of the Lawrenceville Correctional
Facility in Virginia in March of this year, a strengthening of
the Australian dollar, improved occupancy rates and contractual
adjustments for inflation.

Contribution from operations for the second quarter in 2003
increased by 27 percent to $20.1 million compared with $15.8
million in the second quarter of 2002.  Contribution from
operations for the first six months of the year increased by 30
percent to $38.7 million from $29.8 million in the comparable
period a year ago. Increases in contribution from operations in
the first and second quarters of 2003 reflect cost reductions in
workers' compensation and general liability insurance and a
reduction of lease expense due to the purchase of four previously
leased facilities.

George C. Zoley, Chairman and Chief Executive Officer of WCC,
said, "We are very pleased with our financial performance in the
second quarter of 2003. We have met our goals and continue to
focus on enhancing shareholder value. The month of July marked
several significant milestones for WCC. We successfully refinanced
our senior secured credit facility and issued $150 million in
senior unsecured notes at favorable interest rates. We also
completed the sale of our interest in our UK Joint Venture,
generating approximately $80 million in pre-tax proceeds.
Additionally, we repurchased all 12 million shares of our common
stock previously owned by Group 4 Falck."

Zoley further stated, "The repurchase of the shares has
transformed our company from a corporate subsidiary into a truly
independent company with full access to the capital markets and
the ability to grow at our own pace. We are very excited about our
future."

WCC is a world leader in the delivery of correctional and
detention management, health and mental health services to
federal, state and local government agencies around the globe. WCC
offers a turnkey approach that includes design, construction,
financing and operations. The Company represents 31 government
clients servicing 48 facilities in the United States, Australia,
South Africa, New Zealand, and Canada with a total design capacity
of approximately 36,000 beds.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'BB' senior secured debt ratings on Wackenhut
Corrections Corp., on CreditWatch with negative implications.
Negative implications mean that the ratings could be lowered or
affirmed, following Standard & Poor's review.

Boca Raton, Florida-based WCC, a provider of a comprehensive range
of prison and correctional services, had about $125 million of
debt outstanding at Dec. 29, 2002.


WESTAR ENERGY: Second Quarter Results Show Marked Improvement
-------------------------------------------------------------
Westar Energy, Inc. (NYSE:WR) announced earnings of $27.9 million,
or $0.39 per share, for the second quarter 2003. This compares to
$9.2 million, or $0.13 per share, for the second quarter 2002.

For the first six months ended June 30, 2003, the Company reported
earnings of $151.6 million, or $2.10 per share, compared to a loss
of $737.1 million, or $10.31 per share, for the first six months
of 2002.

Earnings from continuing operations for the second quarter 2003
were $21.8 million, or $0.30 per share, compared to $8.3 million,
or $0.11 per share, for the same period in 2002. Earnings from
continuing operations for the six months ended June 30, 2003, were
$41.9 million, or $0.57 per share, compared to $14.0 million, or
$0.20 per share, for the same period in 2002. Earnings from
continuing operations exclude the results of the Company's
monitored security businesses which are classified as discontinued
operations.

                         Utility Operations

Westar Energy's utility operations reported revenues of $345.9
million for the second quarter of 2003, compared to revenues of
$332.7 million for the same period last year, an increase of 4.0
percent. Retail revenues from residential, commercial and
industrial customers decreased $8.0 million or 3.1 percent,
reflecting milder weather than for the same period last year.
Higher wholesale revenues offset the reduction in retail revenues.

Revenues in the first six months of 2003 were $691.3 million
compared to $649.7 million in the same period a year ago, an
increase of 6.4 percent. This increase in revenues is largely the
result of greater wholesale revenues.

Utility operations contributed earnings of approximately $23.8
million, or $0.33 per share, for the second quarter 2003 compared
to a loss of $2.6 million, or $0.04 per share, for the second
quarter 2002. The change in earnings for the quarter was
attributable to more favorable wholesale market conditions,
reduced selling, general and administrative expenses and reduced
interest expense from the previous year. Selling, general and
administrative expenses in 2002 included a charge of approximately
$9.0 million related to the exchange of restricted share units.
Pursuant to a regulatory order, 2003 second quarter utility
operations includes interest income of $12.9 million from an
affiliate. The utility earnings for the same period in 2002 did
not include this interest income. This interest income (and
corresponding interest expense for the Company's affiliate) is
eliminated in the Company's consolidated results.

Utility operations for the six months ending June 2003 contributed
earnings of approximately $44.5 million, or $0.62 per share,
compared to a loss of $17.5 million, or $0.24 per share, for the
same period in 2002. The change in utility earnings for this
period was attributable to more favorable wholesale market
conditions and reduced operating and interest expense. The
reduction in operating expenses as compared to 2002 resulted from
a reduction in depreciation expense primarily due to the adoption
of new depreciation rates, a charge of approximately $36 million
in 2002 related to employee severance, and a charge of
approximately $9.0 million in 2002 related to the exchange of
restricted share units. These reductions were offset by $6.7
million of expenses in 2003 related to the special committee
investigation. Utility operations for the first six months of 2003
includes $26.8 million in interest income received from an
affiliated company. The utility earnings for the same period in
2002 did not include this interest income.

                         Other Operations

Westar Energy's other operations include its ownership interest in
ONEOK, discontinued operations and other miscellaneous
investments. Effective the first quarter of 2003, the Company
classified its monitored security businesses as discontinued
operations.

Other operations recorded a loss of $2.2 million, or $0.03 per
share, for the second quarter 2003, compared to earnings of $10.7
million, or $0.15 per share, for the same period last year. The
decrease results primarily from lower investment earnings from our
holdings in ONEOK due to the sale of a portion of these ONEOK
shares and increased interest expenses associated with the payment
of interest to Westar Energy's utility segment. Other operations
recorded a loss of $3.1 million, or $0.04 per share, for the six
months ended June 2003 compared to earnings of $31.6 million, or
$0.44 per share, for the same period last year. The decrease is
primarily due to higher operating and interest expenses in 2003
and lower investment earnings received from ONEOK in 2003.

On August 5, the Company priced an offering of 9.5 million shares
of ONEOK common stock at a public offering price of $19.00 per
share. In addition, the Company sold 2.6 million shares of ONEOK
common stock to ONEOK at the public offering price of $19.00 per
share. Upon closing, the Company will receive $230.5 million in
gross proceeds from these transactions. These transactions reduced
our stake in ONEOK from 27.5 percent to approximately 15 percent.
Westar Energy will use the proceeds of the sale, net of taxes and
expenses, to reduce its debt. The transaction is expected to close
on Monday, August 11, 2003.

Westar Energy, Inc. (NYSE:WR) (S&P/BB+/Developing/--) is the
largest electric utility in Kansas and owns interests in monitored
security businesses and other investments. Westar Energy provides
electric service to about 657,000 customers in the state. Westar
Energy has nearly 6,000 megawatts of electric generation capacity
and operates and coordinates more than 36,600 miles of electric
distribution and transmission lines. The company has total assets
of approximately $6.7 billion, including security company holdings
through ownership of Protection One, Inc. (NYSE: POI). Through its
ownership in ONEOK, Inc. (NYSE: OKE), a Tulsa, Okla.- based
natural gas company, Westar Energy has, prior to completion of the
ONEOK transaction described herein, a 27.5 percent interest in one
of the largest natural gas distribution companies in the nation,
serving nearly 2 million customers.

For more information about Westar Energy, visit http://www.wr.com  


WILLIAMS SCOTSMAN: Proposed $150MM Senior Notes Get B+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Williams Scotsman Inc.'s proposed $150 million senior second
secured notes. Standard & Poor's also affirmed its 'B+' corporate
credit rating on the mobile office lessor. However, the outlook
was revised to negative from stable. The Baltimore, Maryland-based
company has approximately $1.0 billion in lease-adjusted debt.

Ratings on Williams Scotsman Inc. reflect its weak earnings,
substantial debt burden, and potential issues with meeting bank
covenants. Positive credit factors include the company's 25%
market share of the mobile office leasing market and stable cash
flow.

"The outlook revision reflects Standard & Poor's concern that
Williams Scotsman's financial performance, which has been weaker
than expected, will continue to be pressured by reduced demand,
resulting in lease and utilization rates below historical levels,"
said Standard & Poor's credit analyst Kenneth L. Farer.

The new senior secured notes will have a second lien on
substantially all assets of the company. The company's credit
facility has a priority lien on substantially all assets of the
company, with availability subject to a borrowing base. Standard &
Poor's believes that collateral coverage for the second secured
notes should provide for a strong likelihood of full recovery of
principal in the event of default or bankruptcy. The company is
amending covenants in its credit facility to relax the leverage,
utilization, and interest coverage ratios. The completion of the
amendments is a condition precedent to the completion of the new
debt offering.

The company's fleet consists of 94,000 units leased through a
North American network of over 80 locations. The company's market
share is approximately 25%, second to GE Capital Modular Space,
with the third-largest competitor's market share less than one-
third the size of Williams Scotsman's and the balance of the
industry highly fragmented. The primary industry sectors that
lease mobile units are construction, commercial/industrial,
education, and government. Leasing mobile office units offers
customers more flexibility and lower costs than the construction
of permanent facilities for certain purposes. Although the
industry is typically thought to be somewhat recession resistant,
with historic utilization rates around 85%, utilization rates have
declined during the current economic slowdown, averaging 76% for
the first half of 2003 and 78% in 2002.

Williams Scotsman's credit ratios remain relatively weak,
reflecting increased debt levels incurred to expand its fleet in
the late 1990s. Pretax interest coverage has averaged in the mid-
1x area, EBITDA coverage at around 2x, and funds from operations
to debt around 10%. The company's debt to capital continues at the
high level of 98.3% at March 31, 2003, although this was an
improvement from 125.8% in 1997, when the company recapitalized.
The company's financial flexibility, adequate for the rating, is
significantly weaker than that of its major competitor, GE Capital
Modular Space, reflecting a weak balance sheet, private ownership,
and limited access to the capital markets. Its liquidity is also
substantially weaker, with minimal cash and most assets pledged
against its credit facilities. At March 31, 2003, the company had
$169 million of goodwill on its balance sheet, equal to 14% of
assets.

Ratings could be lowered if covenants are breached, anticipated
earnings improvements are not realized, or the financial profile
weakens further.


WINSTAR: Ch. 7 Trustee Asks Court to Clear P&T Supply Settlement
----------------------------------------------------------------
Winstar Communications' Chapter 7 Trustee Christine C. Shubert
asks the Court to approve its June 30, 2003 Settlement Agreement
with Power and Telephone Supply.

The Trustee sought to recover a $1,747,962 preferential transfer
from Power and Telephone Supply pursuant to Sections 547 and 550
of the Bankruptcy Code.  

Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, recounts that P&T provided evidence that payments were
made in the ordinary course of business.  This, in turn, reduced
the gross preference amount to $1,100,000.  In light of the high
costs of litigation, the Trustee agreed to accept $774,900 in
full and final settlement of all claims and the parties will
exchange mutual releases. (Winstar Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


WORLDCOM INC: Wants Nod to Rationalize International Operations
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates want to implement a
realignment and consolidation of their European, Middle Eastern
and African subsidiaries -- the EMEA Group -- pursuant to which
the ownership of the EMEA Group would be consolidated under a
newly organized holding company.  Under the EMEA Rationalization,
the Debtors plan to consolidate multiple subsidiaries existing in
a single country into a single entity with the goal being that,
where feasible, there will be only one WorldCom company per
country.  

Because of license requirements and mergers, as well as other
factors, there are often multiple EMEA Subsidiaries within one
country.  The EMEA Rationalization is intended to rationalize the
ownership and operation of EMEA and foster more efficient
management.  Redundancies and duplication will be eliminated
through the combination of entities and consolidation of
functions.  Costs will be reduced as the need to maintain
multiple entities within a single country will be eliminated.  In
addition, cash management will be greatly enhanced and the amount
of funding required to be provided from the Debtors will be
reduced.

The assets and liabilities of the EMEA Group are spread unevenly
among the different entities.  The EMEA Rationalization will
facilitate the consolidation of these assets and liabilities and
reduce or eliminate the net liabilities showing currently on the
balance sheets of certain of these companies.  By effecting the
EMEA Rationalization, many of inter-company payables and
receivables will be eliminated.

Currently, nine WorldCom entities directly own shares in the EMEA
Subsidiaries:

   * UUNET Technologies, Inc.,
   * MCI International, Inc.,
   * UUNET Holdings Corp.,
   * UUNET International, Ltd.,
   * MCI International Services, LLC,
   * WorldCom International, Inc.,
   * WorldCom International Data Services, Inc.,
   * Marconi Telegraph-Cable Company, Inc., and
   * MFS Globenet, Inc., a non-debtor.

There are approximately 73 EMEA Subsidiaries involved in the
Rationalization, the majority of which are located in Europe.  
Most European countries contain more than one EMEA Subsidiary.  
WorldCom is the parent corporation of MCI Communications Corp,
which, in turn is the parent corporation of UUNET Technologies
and MCI International.  Each of the EMEA Subsidiaries -- except
WorldCom Wireless (UK) Limited, a subsidiary of WorldCom
International Mobile Services, Inc. -- is a direct or indirect
subsidiary of UUNET Technologies or MCI International.  The
proposed reorganization will integrate the international
operations of UUNET Technologies and its subsidiaries and MCI
International and its subsidiaries into one business unit
organized along business lines.  An Agreement and Plan of
Corporate Reorganization between WorldCom and the EMEA Group will
formalize and continue this ongoing restructuring and
rationalization initiative.

Under the EMEA Rationalization, each of the WorldCom entities --
except WorldCom International -- will transfer the shares it owns
in the EMEA Subsidiaries to Newco in exchange for shares of
voting common stock in Newco -- or shares in and indebtedness of
Newco, as appropriate.  The relative ownership interests in Newco
will approximate fair market value of the shareholders' equity
interests of the companies whose shares are being transferred.  
To the extent that the adjustments are requested as a result of
the audit of WorldCom's financial statements, there will be a
true-up as at December 31, 2002.  None of the Transferors has any
material third party debt for borrowed money.

Subsequent to the transfers, WorldCom and its subsidiaries will
merge or liquidate the EMEA Subsidiaries where more than one
currently exist in a particular jurisdiction.  These various
transactions are based on advice regarding the most tax efficient
and expeditious manner to effect the consolidations.
Approximately 36 entities will remain after the rationalization
plan is completed.

Accordingly, the Court authorizes the Debtors to (a) execute
delivery and performance of the Agreement and Plan of Corporate
Reorganization and related transactions, (b) consummate the
contemplated transactions, free and clear of liens, claims and
encumbrances, and (c) execute all documents and take all
necessary or appropriate actions. (Worldcom Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


XM SATELLITE RADIO: Second Quarter Net Loss Balloons to $164MM
--------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) reported financial
and operating results for the second quarter ended June 30, 2003.  
As of June 30, 2003, XM Radio reported 692,253 subscribers.  This
represented a net subscriber addition of 209,178 for the second
quarter; a 43% increase from the first quarter 2003 and five times
the ending subscribers from the second quarter of 2002.

Including a $19.4 million non-cash accounting charge for de-
leveraging activities and a $6.0 million non-cash stock-based
compensation charge, XM's EBITDA loss was $95.8 million for the
second quarter of 2003, compared to the EBITDA loss of $78.7
million in the second quarter of 2002.  The major contributor to
the $8.3 million improvement in the EBITDA loss (after adjusting
for the non-cash expense items) is the significant increase in
revenue associated with the growth in subscribers and declining
CPGA costs. EBITDA is tracking to expectations for the full year
if these non-cash charges are excluded.

The consolidated net loss available to common shareholders was
$164.3 million, or $1.38 per share (on weighted average shares of
119.4 million), as compared to $122.4 million, or $1.38 per share
(on weighted average shares of 88.7 million), for the second
quarter of 2002.  The majority of this increase is due to higher
depreciation on long-lived assets and non-cash charges.

XM President and CEO Hugh Panero noted that XM's second-quarter
performance was highlighted by strong subscriber growth, reflected
in the five-fold increase in revenue during the quarter versus
last year.  XM remains on track to reach cash flow breakeven in
late 2004 and the quarterly losses being reported today are to be
expected from a rapidly ramping growth business.  "XM continues to
show significant progress in adding subscribers, controlling costs
and achieving key operational milestones," Panero said.  "By the
end of the third quarter, XM Radio will be rapidly approaching one
million subscribers, a major milestone for satellite radio."

XM's Cost Per Gross Addition, the per unit measurement of the
fully loaded acquisition costs, including advertising and
marketing costs, for the second quarter was $160 per subscriber as
compared to $591 per subscriber in the second quarter of 2002.  
Subscriber Acquisition Costs are a subset of CPGA expenses and
reflect the direct subsidy and distribution expenses per unit.  
XM's SAC for the second quarter of 2003 was $80 per subscriber as
compared to $132 per subscriber for the same period last year.  
Both CPGA and SAC are expected to follow a general downward trend
into 2004.

As of June 30, 2003, XM had total cash and cash equivalents of
$345.9 million and undrawn credit and equity facilities from GM of
$114.4 million.  In July, the Company raised an additional $10
million -- related to the exercise of an over-allotment option on
XM's recently issued Senior Secured Notes -- resulting in a pro-
forma total liquidity position of $470 million.

       General Motors Hits 500,000 Production Milestone

GM announced last week the production of the 500,000th GM car
featuring XM factory-installed.  This milestone was accomplished
in 21 months of production for the 2002, 2003 and early 2004 model
year vehicles.  GM also announced that, with the availability of
XM in more than 40 models beginning next month, it expects to
surpass the one million factory-installation mark by March 31,
2004.

This fall, XM and Delphi will unveil the newest product for the
car, the Delphi XM Roady. With an MSRP below $120, the device will
be the lowest-cost satellite radio product in the industry. Roady
is designed to appeal to a younger market segment (18-26 year
olds) and features a compact design, ease of installation without
professional help, ability to customize the receiver with seven
different back-lit color displays and three interchangeable
faceplates. Roady also includes "Tune Select" -- built in software
that alerts the listener to favorite songs playing on any XM
channel.

The new XM Micro Antenna, the smallest satellite radio antenna on
the market today, will be included with all new XM products
(including Roady) in the third quarter. The fully integrated, low
cost antenna with its low profile will make car installations
easier and appeal to both retailers and consumers.

             Retail Distribution Continues to Ramp

During the quarter, and into the summer, Wal-Mart has continued to
ramp up distribution and merchandising of XM product in its 2,800
store locations nationwide.  Announced just last week by Delphi
Product and Service Solutions, Sears will now be joining XM's
current retail distribution channels, which include the nation's
top consumer electronic retailers Best Buy and Circuit City.  
Sears will sell the complete line of Delphi XM SKYFi products in
full-line stores across the United States beginning in August
2003.

         XM Raises $231 Million In Additional Financing

In June and July, XM raised approximately $185 million in gross
proceeds as the result of a high yield offering of 12% Senior
Secured Notes due 2010. During the quarter, XM also raised
approximately $46.0 million in cash proceeds under its Direct
Stock Purchase Plan.

XM expects the net proceeds of these transactions to be used for
working capital and general corporate purposes, which would
potentially include funding for the completion and launch of XM's
ground spare satellite if insurance proceeds are not received in a
timely manner.

             Satellite Infrastructure Status Update

XM's satellites currently provide excellent performance but
continue to experience progressive solar array power degradation
consistent with that experienced by other Boeing 702 satellites
in-orbit.  There has been no meaningful change in the previously
predicted rate of degradation.

XM has now put in place firm contractual arrangements to launch
the spare satellite (XM-3) during the fourth quarter of 2004, and
for Boeing to construct a new ground spare (XM-4) to be completed
by the fourth quarter of 2005.  XM has also entered into a
contract with Sea Launch to provide an XM-4 launch, as needed in
the future.

Under these contract arrangements, XM's major cash outlays to
launch XM-3 will not arise until the fourth quarter of 2004 and
those to construct XM-4 will not occur until the first quarter of
2005.  The Company has recently raised sufficient funds to launch
XM-3, but will need to obtain insurance reimbursement or other
funds to complete construction of XM-4.

Currently, XM has insurance claims in process relating to the
power degradation trends experienced by the satellites.  A group
of XM's insurers recently denied these claims, asserting that the
satellites are still performing above the insured levels and the
power trend lines are not definitive; these insurers also allege
XM failed to comply with certain policy provisions regarding
material change and other matters.  The Company will be responding
to the insurers' position and will proceed to settlement
discussions, arbitration or litigation (as needed) to recover the
insured losses.

XM is transforming radio with a programming lineup featuring 101
coast-to-coast digital channels: 70 music channels, more than 35
of them commercial-free, from hip hop to opera, classical to
country, bluegrass to blues; and 31 channels of sports, talk,
children's and other entertainment programming. XM's strategic
investors include America's leading car, radio and satellite TV
companies -- General Motors, American Honda Motor Co. Inc., Clear
Channel Communications and DIRECTV. For more information, and to
view this press release, please visit XM's web site:
http://www.xmradio.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit ratings on satellite radio provider XM Satellite Radio
Inc., and its parent company XM Satellite Radio Holdings Inc.
(which are analyzed on a consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)             
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.      
Caraco Pharm Lab        CARA        (20)          20       (2)
Cincinnati Bell         CBB      (2,104)       1,467     (327)     
Cubist Pharmaceuticals  CBST         (7)         221      131    
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)               
Centennial Comm         CYCL       (470)       1,607      (95)     
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
Graftech International  GTI        (351)         859      108   
Hollywood Casino        HWD         (92)         553       89   
Hexcel Corp             HXL        (127)         708     (531)   
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)   
Kos Pharmaceuticals     KOSP        (75)          69      (55)  
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)   
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154  
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.     
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)   
ON Semiconductor        ONNN       (548)       1,203      195   
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)   
Rite Aid Corp           RAD         (93)       6,133    1,676    
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33     
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)  
Thermadyne Holding      THMD       (665)         297      139  
TiVo Inc.               TIVO        (25)          82        1   
Triton PCS Holdings     TPC         (36)       1,617      172     
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)    
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.   
Warnaco Group           WRNC     (1,856)         948      471         
Western Wireless        WWCA       (464)       2,399     (120)   
Xoma Ltd.               XOMA        (11)          72       30
               
                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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