TCR_Public/030814.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 14, 2003, Vol. 7, No. 160   

                          Headlines

3D SYSTEMS: June 27 Working Capital Deficit Narrows to $1.4 Mil.
ABACUS COMMS: Wants Approval to Use Lenders' Cash Collateral
ACP HOLDING: Gets Interim Okay to Use Lenders' Cash Collateral
ACTERNA: Gets Go-Signal to Continue Key Employee Retention Plan
ADELPHIA BUSINESS: Court Approves Amendments to DIP Financing

ADELPHIA COMMS: Sells Excess Assets to Ten Buyers for $1.6 Mill.
AIR CANADA: Reports Stable Ops. and Improved Customer Service
AIR CANADA: Initiates Unexpired Leases & Contracts Restructuring
AMES DEPARTMENT: Wants to Halt 2003 Life Insurance Plan Payments
APPLIED DIGITAL: Special Shareholders' Meeting Set for Sept. 10

AQUILA INC: Second Quarter Net Loss Trimmed Further to $80 Mill.
ARMOR HOLDINGS: Reports Improved 2nd Quarter Operating Results
ARMOS HOLDINGS: Completes $150 Million Sr. Sub. Note Offering
ASPECT: Closes Mandatory Repurchase of Zero Coupon Debentures
ATCHISON CASTING: UST Appoints Official Creditors' Committee

AVCORP INDUSTRIES: Closes Financial Restructuring Initiatives
BRIDGEWATER SPORTS: Section 341(a) Meeting Slated for Sept. 15
BUDGET GROUP: Sixth Exclusivity Extension Hearing Set for Monday
BURLINGTON IND.: Pension and Benefit Plans Under Amended Plan
CLARION TECHNOLOGIES: June Net Capital Deficit Narrows to $51MM

COLLINS & AIKMAN: Hosting Second Quarter Teleconference Today
CONGOLEUM: Second Quarter Results Swing to $2-Million Net Loss
CONSECO: Wants Approval to Assume Federal Insurance Agreement
COVANTA ENERGY: Wins Nod to Implement US Trust Company Agreement
DAY INT'L GROUP: S&P Rates Proposed $187M Sr Sec. Bank Loan at B

DELPHAX: Harris Trust Relaxes Fin'l Covenants & Waives Defaults
DIGITAL FUSION: Red Ink Continued to Flow in Second Quarter 2003
EAGLE FOOD: Court Fixes September 8 as General Claims Bar Date
FARMLAND INDUSTRIES: Smithfield Designated as Stalking Horse
FC CBO: S&P Cuts Senior Notes Rating Down 2 Notches to BB-

FLEMING COS.: Court OKs Pepper Hamilton as Committee Co-Counsel
GALAXY NUTRITIONAL: Hosting Fiscal Q1 Conference Call Tomorrow
GENSCI REGENERATION: Inks Cross Distribution Pact with IsoTis
GLOBAL CROSSING: Enters Marketing Partnership with IDT Solutions
GLOBAL CROSSING: Launches Business Continuity Solutions Program

GLOBAL CROSSING: Wants Court Approval of $100MM DIP Financing
HAIGHTS CROSS: S&P Rates 2nd Priority Loan & Sr Notes at B-/CCC+
HEALTHSOUTH CORP: Makes $117MM Payment for All Past Due Interest
HOUSE2HOME INC: Creditors' Ballots Due by August 25, 2003
IFCO SYSTEMS: Reports Continued Profitability Improvement for Q2

INTEGRATED HEALTH: Court Approves Stipulation with Sysco Corp.
INTERPUBLIC GROUP: Second Quarter Net Loss Stands at $13 Million
INVENTRONICS LTD: Reports Improved Second Quarter 2003 Results
J.C. PENNEY: Red Ink Continued to Flow in Second Quarter 2003
JH WHITNEY: Fitch Further Junks Class D Sec. Notes Rating to C

KOSA B.V.: S&P Keeps Watch over Likely DuPont Interiors Merger
LEAP WIRELESS: Court Fixes September 2 Supplemental Bar Date
LORAL SPACE: Gets Okay to Hire Key Consulting for Financial Advice
M/I SCHOTTENSTEIN: Board Declares Fourth Quarter Cash Dividend
MASTEC INC: Reports Above-Estimates Second Quarter 2003 Earnings

MIRANT CORP: Turning to Blackstone Group for Financial Advice
MOBILE COMPUTING: Conv. Debentures Maturity Extended to Monday
MOBILE TOOL INT'L: Proofs of Claim Due by August 29, 2003
MOTELS OF AMERICA: Has Until September 17 to File Schedules
NATIONAL STEEL: Seeks Fourth Open-Ended Removal Period Extension

NEPTUNE SOCIETY: Cures Likely Events of Default Under Debentures
NORTHWEST AIRLINES: Registration Statement Declared Effective
NTELOS INC: Virginia Court Confirms Joint Plan of Reorganization
NUEVO ENERGY: Second Quarter 2003 Results Reflect Slight Decline
OWENS CORNING: Reports $18 Million of Net Income in 3rd Quarter

OWENS CORNING: Files Third Amended Joint Plan in Delaware
OWENS CORNING: Court Approves Joint Professionals Use Agreement
PACIFIC GAS: Court Approves Settlement Plan Disclosure Statement
PANAVISION: S&P Withdraws B- Rating on Postponed Debt Offerings
PEGASUS COMMS: June 30 Working Capital Deficit Narrows to $60MM

PERLE SYSTEMS: Advances Restructuring Talks with Royal Capital
PETROLEUM GEO: Taps BSI as Court Claims, Ballot and Notice Agent
PG&E NATIONAL: Appointing Bankruptcy Services as Claims Agent
PHARMACEUTICAL FORMULATIONS: Posts Improved June Quarter Results
PILGRIM'S PRIDE: S&P Affirms Low-B Level Credit & Debt Ratings

PILLOWTEX CORP: Seeks Court Injunction against Utility Companies
PINNACLE ENTERTAINMENT: Hosting Q2 2003 Conference Call Today
PINNACLE ENTERTAINMENT: Enters Agreement on Argentina Properties
PLANVISTA CORP: June 30 Net Capital Deficit Narrows to $16 Mill.
RADNOR HLDGS: Liquidity Concerns Prompts S&P to Keep Watch Neg.

RITE AID: Amends and Restates New $1.85 Billion Credit Facility
RJ REYNOLDS: S&P Affirms Ratings & Revises Outlook to Negative
SAFETY-KLEEN: Proposes Post-Confirmation Management & Salaries
SAMUELS JEWELERS: US Trustee to Meet with Creditors on Sept. 12
SATURN (SOLUTIONS): Bank Lender Agrees to Forbear Until Oct. 31

SCOTIA PACIFIC: Class A-3 Rating Cut to Speculative Grade Level
SIMULA INC: Expects Weaker Performance Results for 2nd Quarter
SLMSOFT: Canadian Court Extends CCAA Protection until October 15
STONE & WEBSTER: Files Amended Joint Reorganization Plan in Del.
SUN HEALTHCARE: Enters Stipulation Allowing 2 Employees' Claims

TROPICAL SPORTSWEAR: Initiates Changes in Sr. Management & Board
UNITED AIRLINES: Wants Go-Signal to Implement Selective KERP
U.S. CONCRETE: Gets Waivers of Certain Loan Covenant Violations
USG CORP: Committee Gets OK to Litigate Preferential Transfers
WEIRTON STEEL: Wants Nod to Assume Kaplan Employment Agreement

WESTPOINT STEVENS: Wants to Assume Wellman Supply Agreements
WINSTAR COMMS: Court Approves Seneca Financial's Engagement
WORLDHEART CORP: June 2003 Balance Sheet Upside-Down By C$53MM
WORLDCOM INC: Seeking Stay Relief to Continue Siemens Lawsuit

* Fasken Martineau Opens 3rd International Off. in Johannesburg

* DebtTraders' Real-Time Bond Pricing

                          *********

3D SYSTEMS: June 27 Working Capital Deficit Narrows to $1.4 Mil.
----------------------------------------------------------------
3D Systems Corp. (Nasdaq:TDSC) announced revenues for the quarter
ended June 27, 2003, were $26.9 million, compared with revenues of
$28.5 million in the second quarter a year ago, a decrease of
5.9%. Net loss available to common shareholders for Q2 2003 was
$3.8 million, or $.30 per fully diluted share, compared with a net
loss available to common shareholders of $5.6 million, or $.44 per
fully diluted share, in the prior-year period.

Gross profit margins rose to 40% in Q2 2003, compared with gross
margins of 38% for the same period a year ago, reflecting improved
materials margins resulting from the shift from distribution of
Vantico materials to the production and distribution of the
Company's Accura(R) materials. Total operating expenses decreased
36% to $12.5 million in Q2 2003 from $19.3 million in the second
quarter 2002, reflecting a concerted effort to reduce costs and
expenses which began in the third quarter of 2002.

During the quarter we had one-time unusual expenses of
approximately $1.4 million related to the now completed
investigation of the Audit Committee of the Board of Directors
into revenue recognition issues, increased professional fees
associated with the investigation, the write-off of deferred
financing costs associated with the repayment of the term loan,
and other one-time costs relating to severance.

Revenues for the first six months of 2003 were $49.9 million,
compared with revenues of $56.1 million in the first half of 2002.
Net loss available to common shareholders for the first six months
was $10.6 million, or $.84 per fully diluted share, compared with
net income available to common shareholders of $3.1 million, or
$.21 per fully diluted share, in the first six months a year ago.
Results for the first half 2002 include an $18.5 million pretax
benefit associated with the Vantico arbitration settlement and
also include approximately $2.8 million in costs associated with
the investigation of the Audit Committee, increased professional
fees associated with the investigation, the write-off of deferred
financing costs associated with the repayment of the term loan,
and other one-time costs relating to severance.

On May 5, 2003, the Company completed a private placement
resulting in net proceeds to the Company of $15.2 million. Of
these proceeds, $9.6 million was used to pay down bank debt
incurred in conjunction with the acquisition of DTM Corp. in 2001.
At June 27, 2003, the Company had cash balances of $9 million.

At June 27, 2003, the Company's balance sheet shows that its total
current liabilities exceeded its total current assets by about
$1.4 million.

"The past six months have been a very difficult period for our
Company," said G. Walter Loewenbaum II, chairman of the Board of
Directors. "A decrease in revenues principally resulting from the
continuing downturn in capital expense purchasing, combined with
the time, attention, and costs required by the Audit Committee's
investigation and the need to obtain additional finances severely
strained our resources. I am pleased to report that by the end of
the second quarter, the Audit Committee had completed its
investigation, we paid down bank debt, reduced costs, developed
and begun implementing new systems of internal controls, and we
are fully compliant with SEC and Nasdaq regulations relating to
the timely filing of our reports.

"There is sustained interest in our ADM applications. In the
second quarter 2003, ADM revenues were $9.1 million," Mr.
Loewenbaum continued. "We begin the second half of the year with
the decks cleared, ready to move forward throughout the remainder
of 2003 and into 2004."

Founded in 1986, 3D Systems(R), the solid imaging company(SM),
provides solid imaging products and solutions that reduce the time
and cost of designing products and facilitate direct and indirect
manufacturing. Its systems utilize patented technologies to create
physical objects from digital input that can be used in design
communication, prototyping, and as functional end-use parts.

3D Systems currently offers the ThermoJet(R) solid object printer,
SLA(R) (stereolithography) systems, SLS(R) (selective laser
sintering) systems, and Accura(R) materials (including
photopolymers, metals, nylons, engineering plastics, and
thermoplastics).

3D Systems is the originator of the advanced digital manufacturing
(ADM(SM)) solution for manufacturing applications. ADM is the
utilization of 3D Systems solid imaging technologies to accelerate
production of smaller volumes of customized/specialized parts. A
typical ADM center is expected to contain multiple 3D Systems'
SLA, MJM, and/or SLS systems dedicated to full-time manufacturing
applications.

More information on the company is available at
http://www.3dsystems.com

As reported in Troubled Company Reporter's August 8, 2003 edition,
Deloitte and Touche LLP informed 3D Systems in April that it did
not intend to stand for reelection as the Company's principal
independent accountant.  On July 16, 2003, Deloitte advised the
Company that the client-auditor relationship between the Company
and Deloitte had ceased.

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

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

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

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

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


ABACUS COMMS: Wants Approval to Use Lenders' Cash Collateral
------------------------------------------------------------
Abacus Communications LC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to continue using its
Lenders' Cash Collateral to fund day-to-day operating expenses,
subject to this weekly Budget:

                        8-Aug     15-Aug     22-Aug
                        -----     ------     ------
   Beginning Cash      547,867    508,236    569,236
   Total Income        263,906     98,700    125,733
   Total Payments     (303,537)   (37,700)  (290,000)
   Cash Over           (39,631)    61,000   (164,267)
   Ending Cash         508,236    569,236    404,969

                        29-Aug     5-Sep     12-Sep
                        ------     -----     ------
   Beginning Cash      404,969    435,969    210,149
   Total Income         98,700    253,717     98,700
   Total Payments      (67,700)  (379,537)   (37,700)
   Cash Over            31,000   (125,820)    61,000
   Ending Cash         435,969    310,149    371,149

When Abacus filed for chapter 11 protection, it owed each of its
employees accrued wages, including payroll taxes, which were and
are not yet payable in the ordinary course of the Debtor's
payroll.  The Debtor desires to pay each employee the full amount
of his or her accrued wage and pay the accrued payroll tax, even
though a portion would constitute a prepetition claim against the
Debtor.

The Debtor believes that failure to timely pay such accrued
payroll, all of which, if unpaid, would constitute priority claims
against the estate, will cause many employees to leave the employ
of the Debtor and potentially force the Debtor to close down its
operations entirely. The loss of the Debtor's employees will
result in irreparable injury to the Debtor and eliminate its
ability to effectively reorganize.

Cash in the Debtor's bank accounts and coming in the door secures
repayment of a $5,600,000 loan from Wachovia Bank, N.A.  The
Debtor's primary lending relationship, over the years, has been
with Wachovia.  Pursuant to a Loan and Security Agreement, the
Notes are secured by a lien against all of the personal property
of Abacus.  As of July 28, 2003, $5.6 million of principal was due
and owing under the Loan Agreement.

The Debtor point out that using cash collateral at this point will
preserve its assets through a successful reorganization.  The
Debtor reports that it has been negotiating with the Senior Lender
with respect to the terms upon which it would agree to the its use
of cash collateral.  Furthermore, the Senior Lender expresses its
willingness to consider providing postpetition financing to the
Debtor, in the event that such financing is necessary or
beneficial to the Debtor's reorganization.

For the Senior Lender' adequate protection, the Debtor will place
any and all cash, checks or monies it collects, receives or
derives from the operation of its business or the use of the
Senior Lender's Collateral into the Debtor's Debtor-in-Possession
bank account.  The Debtor will also provide the Senior Lender with
replacement liens pursuant and in accordance with Section 361(2).

Abacus Communications LC, headquartered in Virginia Beach,
Virginia is an outsourcing service bureau. The Company filed for
chapter 11 protection on August 1, 2003 (Bankr. E.D. Va. Case No.
03-75562). Frank J. Santoro, Esq., and Karen M. Crowley, Esq., at
Marcus, Santoro & Kozak, P.C., represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $12,750,352 in total assets and
$13,049,014 in total debts.


ACP HOLDING: Gets Interim Okay to Use Lenders' Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval, on an interim basis, to ACP Holding Company and
its debtor-affiliates' request to use their Lenders' cash
collateral to finance their ongoing operations while restructuring
under chapter 11.

The Debtors disclose that as of the filing of their chapter 11
petitions, they owed JP Morgan Chase Bank and a consortium of
lenders $146,626,932 on account of pre-petition loans and $864,675
in respect of letters of credit.  The Lenders assert and the
Debtors concede that the Lenders' interests in the Prepetition
Loan are adequately protected.

The Court has found out that the Debtors have an immediate need to
use Cash Collateral in order to permit, among other things, the
orderly continuation of the operation of their businesses, to
maintain business relationships with vendors, suppliers and
customers, to make payroll, to make capital expenditures and to
satisfy other working capital needs. The ability of the Debtors to
obtain sufficient working capital and liquidity through the use of
Cash Collateral is vital to the preservation and maintenance of
the going concern values of the Debtors and to their successful
reorganization.

Additionally, the Debtors are unable to obtain financing from
other sources on more favorable terms and are unable to obtain
adequate unsecured credit allowable under Section 503(b)(1) of the
Bankruptcy Code as an administrative expense.

The Debtors assure the Court that the aggregate value of the
Prepetition Collateral exceeds the aggregate amount of the
Prepetition Obligations.  Accordingly, the Court allows the
Debtors' use of cash collateral pursuant to this Weekly Budget:

                                   8-Aug  15-Aug   22-Aug
                                   -----  ------   ------
   Receipts                        9,243   8,315    8,338
   Disbursements                  11,525   5,614    5,799
   Receipts O/U Disbursements     (2,282)  2,701    2,539
   Ending Cash Balance             5,283   7,984   10,523

                                   29-Aug  5-Sep   12-Sep
                                   ------  -----   ------
   Receipts                        7,121   8,634    8,272
   Disbursements                   5,970  11,854    8,106
   Receipts O/U Disbursements      1,151  (3,220)     166
   Ending Cash Balance            11,674   8,454    8,620

The Final Hearing is scheduled for August 28, 2003 at 9:30 a.m.
before the Honorable Judge Peter J. Walsh.  Any objections to the
Debtors' request for final use of cash collateral must be in
writing and received by:

       i) counsel for the Debtors
          Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC
          919 N. Market Street, 16th Floor
          Wilmington, Delaware 19801
          Attn: Laura Davis Jones;

          Kirkland & Ellis LLP
          200 East Randolph Drive
          Chicago, Illinois 60601
          Attn: James W. Kapp III, Esq.,

      ii) counsel for the Agent
          Morgan, Lewis & Bockius LLP
          101 Park Avenue, New York, New York 10178
          Attn: Richard S. Toder, Esq.;

          Klett Rooney Lieber & Schorling
          100 West Street, Suite 1410
          Wilmington, Delaware 19801
          Attn: Theresa Currier, Esq.; and

     iii) the Office of the United States Trustee
          Suite 2313, J. Caleb Boggs Federal Building
          844 N. King Street, Wilmington, Delaware 19801

on or before August 25, 2003 at 12:00 noon.

Neenah Foundry Company, the operating subsidiary of ACP Holding
Company is headquartered in Neenah, Wisconsin.  The Company is in
the business of gray & ductile iron foundries, metal machining to
specifications and steel forging.  The Company filed for chapter
11 protection on August 5, 2003 (Bankr. Del. Case No. 03-12414).  
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young Jones &
Weintraub P.C., and James H.M. Sprayregen, P.C., Esq., and James
W. Kapp III, Esq., at Kirkland & Ellis LLP represent the Debtors
in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $494,046,000 in total
assets and $580,280,000 in total debts.


ACTERNA: Gets Go-Signal to Continue Key Employee Retention Plan
---------------------------------------------------------------
Acterna Corp., and its debtor-affiliates obtained the Court's
approval to continue the implementation of its Key Employee
Retention Plan.

                           The KERP

Based on the recommendations of Deloitte and the Debtors' Chief
Restructuring Officer, and after extensive negotiations with the
Lenders, the Debtors modified the retention payments owing to key
employees by extending the vesting and payment dates, and
significantly reduced the severance benefits provided under the
Prepetition Retention Plan to develop the Key Employee Retention
and Severance Plan.  In addition, although the KERP provides
participants with reduced benefits, it covers 20 additional
employees and runs deeper through the organization than the
Prepetition Retention Plan in order to address the broader need
to retain employees in Chapter 11.

In drafting the KERP, the Debtors considered the magnitude and
difficulty of the proposed restructuring, balancing the need to
conserve cash against establishing the appropriate incentives for
Key Employees to:

     (1) implement the ambitious cost-reduction initiatives
         already underway;

     (2) implement a strategic refocus of the product portfolio,
         site and line of business shutdowns;

     (3) drive revenue opportunities in new directions; and

     (4) continue their business operations with the least amount
         of disruption to their major customers, vendors and
         suppliers.

The KERP has two principal components:

    (i) a retention component designed to retain the Key
        Employees, and

   (ii) a severance component designed to provide competitive job
        security for the Key Employees.

                        The Retention Program

The Retention Program provides for:

     -- bonuses that are designed to encourage Key Employees to
        remain employed by the Debtors throughout the
        restructuring process.

        In the ordinary course of their business and consistent
        with the Prepetition Retention Plan, the Debtors have made
        two payments, aggregating $2,800,000, to the Prepetition
        Key Employees pursuant to the Prepetition Retention Plan.
        These two prepetition payments, which were made on
        December 15, 2002 and April 15, 2003, total 50% of the
        payments due under the Prepetition Retention Plan.

     -- a stay bonus if the employee remains employed by the
        Debtors on specific target dates.

        The aggregate amount of Retention Payments to be paid to
        the Key Employees under the Plan is $2,700,000.  The
        Debtors propose to make the Retention Payments on
        occurrence of the earlier of:

          (i) one month after the effective date of a
              reorganization plan in these Chapter 11 cases; and

         (ii) May 6, 2004.

        A Key Employee is obligated to return the April 15, 2003
        Prepetition Retention Plan payment in the event that the
        employee is not employed by the Debtors on October 1,
        2003. However, if a Key Employee is involuntarily
        terminated without cause before the Payment Date, then the
        Key Employee will be entitled to retain the April 15, 2003
        Prepetition Retention Plan payment and to receive a pro
        rata portion of the Retention Payment.  This payment will
        be pro rated based on the time of service during the
        period commencing on April 15, 2003 and continuing through
        the earlier of:

          (i) the effective date of a reorganization plan in
              these Chapter 11 cases; and

         (ii) May 6, 2004.

     -- the establishment of a $500,000 discretionary bonus pool
        for those individuals not entitled to an individual
        Retention Payment.  Eligibility for and awards from the
        discretionary pool will be based on recommendations from
        management, with the approval of the Chief Executive
        Officer and the Chief Restructuring Officer.  Awards under
        the discretionary pool are capped at $30,000 per
        individual.

                      The Severance Program

The Severance Program is intended to provide competitive security
for the Debtors' employees.  Benefits under the Severance Program
are calculated as a percentage of Base Salary.  Potential
severance amounts range from a low of one and one-half months'
Base Salary, to a maximum of nine months' Base Salary.  An
employee is not eligible for Severance Payments if:

    (i) the employee's employment with the Debtors is terminated
        for "Cause," or

   (ii) the employee voluntarily terminates employment with the
        Debtors before the effective date of a reorganization
        plan, provided, however, that an employee will be eligible
        for Severance Payments if the employee voluntarily
        terminates employment with the Debtors after a change of
        control, unless the employee is offered comparable
        employment.

A "Change of Control" is deemed to have occurred if:

     (1) an entity is or becomes the "beneficial owner" -- as
         determined pursuant to Rule 13d-3 of Section 13(d) of
         the Securities Exchange Act of 1934, as amended -- of
         Acterna securities representing more than 50% of the
         combined voting power of Acterna's then outstanding
         securities;

     (2) the Debtors will merge with or consolidate into any other
         corporation;

     (3) Acterna stockholders approve a plan of complete
         liquidation of Acterna or such a plan is commenced;

     (4) the sale and disposition of all or substantially all of
         the Debtors' assets; or

     (5) a Chapter 11 reorganization plan is confirmed and becomes
         effective in these Chapter 11 cases.

There are 38 Key Employees who have either letter agreements or
other contractual arrangements with the Debtors, which entitle
them to certain benefits, including severance.  Severance
payments to employees with employment contracts are made over
time, and are subject to mitigation by the recipients.  The KERP
provides that Key Employees who are severed will be entitled to
severance not to exceed nine months' Base Salary.

Moreover, the Debtors' prepetition severance program will be
continued for those employees who do not have contractual
arrangements with the Debtors.  However, severance payments to
these employees will be modified from the prepetition program so
that payments will be made over time.  Consistent with the
prepetition severance program, the payments will not be subject
to mitigation by the recipients.  The Debtors' severance program
provides for, upon termination, three-eighth month's Base Salary
per year of service with Acterna, with a minimum of one and one-
half months' Base Salary and a maximum of four and one-half
months' Base Salary.  For employees at or above the director
level, one additional month's Base Salary will be provided,
although the total amount will not exceed four and one-half
months' pay.  Based on the current business plan, the Debtors
contemplate that domestic severance obligations will reach
$3,500,000 during these Chapter 11 cases.

                        Other KERP Conditions

Benefits for a Key Employee are conditioned on the Key Employee's
release of all claims against the Debtors, including those
arising out of employment or the termination thereof, but
excluding rights under the KERP, postpetition compensation and
benefits, all ERISA plan claims, workers compensation,
unemployment insurance, and directors and officer indemnification
coverage.  In addition, a Key Employee's participation in the
KERP automatically terminates, without notice to or consent of
the Key Employee, on the first to occur of:

     -- termination of employment for cause; or

     -- voluntary termination of employment by the employee for
        any reason, other than as contemplated in the Change of
        Control provisions.

To the extent that an employee is otherwise entitled to a KERP
payment, the payment obligation will be triggered if there is a
Change of Control and the employee is not offered comparable
employment for a period of no less than three months at the same
base salary and with severance benefits that are comparable to
those offered in the KERP.

Moreover, the rejection of an employment agreement with a
Key Employee pursuant to Section 365 of the Bankruptcy Code will
not create an entitlement to severance, unless a Change of
Control has occurred and the employee is not offered comparable
employment for a period of no less than three months at the same
base salary and with severance benefits that are comparable to
those offered in the KERP. (Acterna Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA BUSINESS: Court Approves Amendments to DIP Financing
-------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
obtained the Court's approval to:

    (a) approve the Amendment and authorize the extension of the
        Senior DIP Credit Agreement pursuant to the terms and
        conditions presented;

    (b) modify the Final DIP Order to reflect the terms of the
        Amendment; and

    (c) approve the recording of a deed reflecting a previous
        transfer.

Pursuant to the Adelphia Business Solutions, Inc.'s Senior DIP
Credit Agreement and the Final DIP Order, the $15,000,000 DIP Loan
from Beal Bank, S.S.B. matures on the earlier of:

    -- July 31, 2003,

    -- the Effective date of a Chapter 11 Plan or Reorganization,
       or

    -- the Termination Date.

The salient terms of the Amendment will be:

A. Scheduled Maturity:  Extend scheduled Maturity to April 30,
    2004;

B. Administration Fee:  Increase the monthly administration fee
    from $15,000 to $25,000;

C. Extension Fee:  $100,000;

D. Eligible Receivable Covenant:  Modify covenant to permit the
    Debtors to include available cash for purposes of covenant
    compliant.  Minimum aggregate requirement to be $20,000,000
    in eligible receivables and available cash.  Certain cash is
    included, including cash used to satisfy the new cash
    collateral covenant;

E. Cash Collateral Covenant:  Add a requirement to maintain at
    least $5,000,000 in a restricted cash collateral account at
    Beal Bank;

F. Free Cash Flow Covenant:  Adjust the minimum cumulative free
    cash flow covenant for July 2003 and add cumulative monthly
    minimum through extended maturity; and

G. Fee for Future Amendments/Waivers:  A $50,000 amendment and
    waiver fee will be charged for each future amendment or
    waiver.  Not charged in connection with this pending
    amendment; the extension fee applies instead. (Adelphia
    Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)


ADELPHIA COMMS: Sells Excess Assets to Ten Buyers for $1.6 Mill.
----------------------------------------------------------------
Pursuant to the Court-approved Excess Assets Sale Procedure, the
Adelphia Communications Debtors inform Judge Gerber that they are
selling these properties:

1. Property:   One Real Property in Coudersport, Pennsylvania
    Purchaser:  Anne Acker
    Agent:      Four Seasons Real Estate, Inc.
    Amount:     $30,120
    Deposit:    $1,000
    Appraised
     Value:     $27,000

2. Property:   Two Real Properties in Coudersport, Pennsylvania
    Purchaser:  Stanley Goodwin
    Agent:      God's Country Real Estate, Inc.
    Amount:     $108,650
    Deposit:    $1,000
    Appraised
     Value:     $102,500

3. Property:   One real property at 105 Mill Street,
                Coudersport, Pennsylvania
    Purchaser:  Kenneth J. Cole and Terry S. Cole
    Agent:      Four Seasons Real Estate, Inc.
    Amount:     $55,000
    Deposit:    $1,000
    Appraised
     Value:     $39,000

4. Property:   Lot #28 at 1002 South Main Street,
                Coudersport, Pennsylvania
    Purchaser:  Stephen and Marie Minor
    Agent:      Four Seasons Real Estate, Inc.
    Amount:     $33,000
    Deposit:    $1,000
    Appraised
     Value:     $27,500

5. Property:   One real property at 402 Dwight Street,
                Coudersport, Pennsylvania
    Purchaser:  Potter County Habitat for Humanity
    Agent:      Four Seasons Real Estate, Inc.
    Amount:     $28,620
    Deposit:    $1,000
    Appraised
     Value:     $27,000

6. Property:   One real property located in Brooklyn, Ohio
    Purchaser:  Gilfred Company
    Agent:      none
    Amount:     $180,000
    Deposit:    none
    Appraised
     Value:     no appraisal made in connection with the sale

7. Property:   75 vehicles
    Purchaser:  State Line Auction
    Agent:      none
    Amount:     $77,048
    Deposit:    none
    Appraised
     Value:     no appraisal was done in connection with the sale

8. Property:   One real property in Coudersport, Pennsylvania
    Purchaser:  Scott Majot and Harry Deutschlander
    Agent:      Field and Stream Real Estate, Inc.
    Amount:     $28,900
    Deposit:    $500
    Appraised
     Value:     $27,000

9. Property:   One real property in Homer Township, Pennsylvania
    Purchaser:  Robert Brandt
    Agent:      Field and Stream Real Estate, Inc.
    Amount:     $142,250
    Deposit:    $1,000
    Appraised
     Value:     $134,000

10. Property:   Telecommunications Switch located in Los Angeles,
                California
    Purchaser:  Lucent Technologies, Inc.
    Agent:      none
    Amount:     $989,428 in the form of purchase credits
    Deposit:    none
    Appraised
     Value:     no appraisal was made in connection with the sale
(Adelphia Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AIR CANADA: Reports Stable Ops. and Improved Customer Service
-------------------------------------------------------------
Air Canada reported stable operations and improved customer
service levels on early morning departures at Montr‚al, Ottawa and
Toronto airports Tuesday as of 0900 EDT.

"The situation has progressively improved in the past two days and
we expect that customer service levels will continue to improve in
the coming days at airports throughout the country," said Captain
Rob Giguere, Executive Vice President, Operations. "We apologize
to those customers who have been inconvenienced in any way over
the past 48 hours."

Air Canada advises that due to peak passenger volumes during the
traditionally high demand summer travel season, customers should
arrive at the airport 30 minutes earlier than its normal
recommended check-in times:

- One hour (instead of 30 minutes) for Rapidair flights between
  Toronto, Montr‚al and Ottawa, and between Vancouver, Calgary and
  Edmonton;

- One and a half hours (instead of one hour) for other domestic
  Canada flights;

- Two hours (instead of 1.5 hours) for transborder U.S. flights;

- Two and a half hours (instead of two hours) for international
  flights.

The airline recommends that customers do not arrive at the airport
earlier than these revised check-in times in order to avoid
contributing to longer queues and wait times.

"As a result of contractual changes introduced on August 10 there
are more agents working at peak times at Toronto, Montr‚al and
Vancouver than we have had in previous weeks. We will continue to
monitor customer volumes in the coming days and make any
adjustments to staffing levels that may be required to ensure
customer service is at satisfactory levels," said Captain Giguere.
"As is traditionally the case, we expect passenger traffic at
airports to taper off in three weeks time, following the Labour
Day long weekend."

"Effective [Tues]day and for the duration of the transition
period, the airline's executives will join other non-airport
management employees at key airports throughout the country to
offer their support to airport customer service agents during this
busy period.

"While the contractual changes are a necessary requirement for our
successful restructuring, we are committed to implement these
changes quickly and with ongoing improvement to customer service
levels. The enhanced management presence at key airports
throughout the country is a reflection of that commitment,"
concluded Captain Giguere.


AIR CANADA: Initiates Unexpired Leases & Contracts Restructuring
----------------------------------------------------------------
As part of its restructuring strategy, Air Canada continues to
analyze all its contractual commitments and outsourcing contracts
with a view to:

  (i) consolidate purchasing to benefit from volume discounts;
      and

(ii) identify contracts, which do not reflect current market
      pricing and should be disclaimed.

To date, Air Canada has achieved $24,400,000 in annual savings
and a $1,200,000 one-time savings from the renegotiation and
repudiation of various contracts.  Further potential annual
operating savings have been identified by the Company and are
expected to be implemented in the next 30 days.

At the same time, Air Canada currently reviews all its real
estate facilities and obligations with a view to eliminate unused
or under-utilized facilities and consolidate its operations in
line with its restructuring plans.  With Ernst & Young's consent,
a total of 20 real property leases have been repudiated since
April 1, 2003.  The rejected leases represent $2,200,000 in
annual savings for 2004 and a total $16,900,000 for the balance
of the lease term.  Additional lease repudiations and facility
consolidations are expected in the near future as workforce
reductions are implemented and the business plan is refined and
implemented.

Air Canada has also issued repudiation letters for 16 Air Canada
aircraft and five Jazz aircraft.  Of these repudiations, nine
were to expire before December 31, 2004.  The estimated
annualized cash savings resulting from these terminations is
$52,000,000.  Air Canada expects that the remaining 19 aircraft
will be returned in the next 30 to 60 days based on the outcome
of the current lease renegotiations with aircraft lessors and the
restructuring of its fleet requirements.

Air Canada has reached agreements in principle with respect to
another 53 aircraft and is in the process of documenting the
agreements.  Air Canada expects to finalize the majority of the
agreements and resume payments in respect of these aircraft
within the next two to three weeks.  The Company expects to
complete the aircraft lease renegotiations by August 31, 2003.
(Air Canada Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMES DEPARTMENT: Wants to Halt 2003 Life Insurance Plan Payments
----------------------------------------------------------------
In 1985, Ames Department Stores, Inc., and its debtor-affiliates
acquired GC Murphy Company, including its obligations under a
group life insurance plan for its retirees. The Life Insurance
Plan, which originated in 1918, provides for modest death benefits
for the Murphy Retirees and provides that the Debtors can
unilaterally modify or terminate the Life Insurance Plan at any
time.   From time to time, summary plan descriptions were provided
to Murphy Retirees covered under the Life Insurance Plan.  Each
SPD disclosed that the Life Insurance Plan is subject to
unilateral termination.  For example, in 1972, the SPD distributed
to Murphy Retirees provided that:

   "The Company reserves the right to terminate or modify or
   amend, in whole or in part, any or all of the provisions of   
   the Free Group Life Insurance Plan."

In 1977 and 1987, the SPD distributed to Murphy Retirees provided
that:

   "Plan Termination: The right is reserved in the Plan for
   [Murphy] to terminate, suspend, withdraw, amend or modify the
   Plan in whole or in part at any time, subject to the
   applicable provisions of the group insurance policy."

After the acquisition of GC Murphy, the Debtors continued to
satisfy the then existing premium obligations under the Life
Insurance Plan.  Throughout their first Chapter 11 cases starting
in 1990, the Debtors continued to make premium payments pursuant
to the Life Insurance Plan and, when they emerged in 1992, the
Life Insurance Plan remained in place.  

On July 1, 1995, the Debtors purchased an annuity from the
Metropolitan Life Insurance Company to provide for payments of
the outstanding premiums then due under the Life Insurance Plan.  
Under the Met Life Plan, the Debtors are required to make ten
annual premium payments, six of which have already been made.  
The seventh payment was due on July 7, 2003 amounting to
$313,747.  Pursuant to the Met Life Plan, the Debtors have a 31-
day grace period for the payment of any premium.

As of July 17, 2003, there were 1,381 Murphy Retirees covered by
the Life Insurance Plan.  Assuming the Life Insurance Plan
continues uninterrupted:

   -- 1,195 individuals will receive a life insurance benefit of
      $1,000;

   -- 71 individuals will receive benefits ranging from $1,200 to
      $6,000;

   -- 111 individuals will receive a benefit of $7,250;

   -- two individuals will receive a benefit of $8,500;

   -- one individual will receive a benefit of $9,000; and

   -- one individual will receive a benefit of $20,000.

If all premiums are paid, the total amount of benefits to be paid
under the Life Insurance Plan is $2,357,800.  Based on payments
and costs to date, if the Debtors determine not to pay the 2003
Premium, the Debtors believe that the Murphy Retirees will
receive 38% of the face amount of their life insurance benefits
under the Life Insurance Policy.  

To satisfy administrative claims before prepetition claims and
prevent elevating general unsecured claims to administrative
claims, the Debtors, with the full support of the Official
Committee of Unsecured Creditors, believe that the premiums
should not be paid at this time.  Martin J. Bienenstock, Esq., at
Weil, Gotshal & Manges LLP, in New York, says that while the
Debtors face a risk of administrative insolvency, there is no
meritorious basis for their estates to pay one prepetition claim,
when others may not be paid at all and when postpetition claims
may not be paid in full.  Mr. Bienenstock explains that the
Debtors have an unequivocal desire to pay all their prepetition
unsecured claims, including the benefits under the Life Insurance
Plan, but they have ceased operations and are liquidating their
assets.  Accordingly, it is inevitable that the Debtors will
cease to exist before completing payments on the Met Life Plan on
the tenth anniversary of its inception date, which will result in
termination of benefits under the Life Insurance Plan.  The
Debtors and the Committee believe that the Debtors should refrain
from making any further premium payments under the Met Life Plan,
including the 2003 Premium, so that the savings realized would be
available first for satisfaction of all administrative claims
against the Debtors' estates.

By this motion, the Debtors seek the Court's authority to cease
paying its 2003 Insurance Premium under the Life Insurance Plan.  

According to Mr. Bienenstock, the Debtors' determination not to
pay the 2003 premium is supported by the equality principle
underlying the Bankruptcy Code and sound business reasons.  The
Debtors recognize that Section 1114 of the Bankruptcy Code
governs changes to a retiree plan in Chapter 11 but is
inapplicable in Ames' case because they have an unambiguous right
to terminate the Life Insurance Plan at any time in their
discretion inside or outside a reorganization.  Mr. Bienenstock
points out that the overwhelming majority of decisions
interpreting Section 1114 support the Debtors' contention that
they are not prevented from terminating the Life Insurance Plan
when it provides them with the unilateral right to terminate the
benefits.

The issue on the termination of the Life Insurance Plan was
previously considered during the Debtors' first Chapter 11
proceeding and denied by the Bankruptcy Court.  The Bankruptcy
Court decision was later affirmed on appeal.

Mr. Bienenstock emphasizes that should the Debtors determine to
withhold the 2003 Premium payment, the Murphy Retirees will
receive 38% of the face amount of the benefit currently available
under the Life Insurance Plan.  To guarantee a 100% recovery of
the face amount of the Insurance Plan benefits, the Debtors would
have to make four more annual premium payments.  Hence, the 2003
Premium payment will only increase the ultimate recovery to the
Murphy Retirees by a fraction while reducing the cash available
to satisfy creditors by $313,747.  The benefit to the Murphy
Retirees is not outweighed by the concomitant reduction in cash
for the payment of all creditors.

Moreover, the Debtors believe that the 2003 Premium should not be
made because doing so would completely disregard the priority
scheme set forth in the Bankruptcy Code.  Mr. Bienenstock adds
that when weighed against the effect a sizeable expenditure will
have on the administration of the Debtors' chapter 11 cases, the
balancing of the equities falls in favor of non-payment.

                 Committee's Statement of Support

The Official Committee of Unsecured Creditors supports the
Debtors' non-payment of the remaining insurance premiums and the
termination of the Life Insurance Plan, given these reasons:

   -- The administrative solvency remains a critical issue and
      any attempt to treat prepetition claims as administrative
      claims is "particularly offensive";  and

   -- The express language of the Life Insurance Plan permits
      unilateral termination of the plan, which places the
      Debtors outside of Section 1114 of the Bankruptcy Code.

The Committee maintains that the rulings of the Bankruptcy and
District Courts are "wholly unpersuasive, and are quite
distinguishable and inapplicable to the current facts and case
law."  The Committee notes that while Judge Conrad denied the
Debtors' request to terminate the Life Insurance Plan, he did not
issue a formal opinion and only one paragraph addressing the
issue was read into the record.  Similarly, while Judge Duffy
affirmed the Bankruptcy Court's decision on appeal and held that
the Debtors needed to proceed under Section 1114 of the
Bankruptcy Code if it wanted to terminate the Plan, the District
Court decision contains no authority in support of the ruling.

While the Second Circuit Court of Appeals' consideration on
appeal was limited to the denial of attorneys' fees, the
Committee notes that the Appellate Court opinion strongly
suggests that the Second Circuit would have followed In re
Doskocil Co., 130 B.R. 870 (Bankr. D. Kan. 1991) and ruled in
favor of the Debtors' right to unilaterally terminate the Life
Insurance Plan had it been called upon to address the issue.  
Furthermore, the Second Circuit criticized the Bankruptcy and
District Court's failure to incorporate any authoritative case
law into their opinions.  The Second Circuit stated:

     "We think that there is substantial room for disagreement
     with the categorical holding in the district court's orders
     that the debtor was required to follow the requirements of
     section 1114 . . ."

The Doskocil Court indicated that "if benefits under life
insurance plan can otherwise be modified outside bankruptcy
because of language in the plan documents reserving the right to
change or terminate benefits, a debtor may exercise such right to
modify a plan without proceeding under section 1114 of the
Bankruptcy Code."

The Second Circuit further observed that at the time the
Bankruptcy Court issued its decision, the leading authority was
Doskocil and that before the District Court issued its ruling,
New Valley Corp. had been decided.  The Second Circuit went on
to criticize the two lower courts:

     "Not one of the foregoing authorities was discussed or even
     mentioned by either the bankruptcy court or the district
     court.  More importantly, neither court cited any
     interpretive authority that conflicted with that cited
     above."

The District Court for the District of New Jersey in Retired
Western Union Employees Ass'n v. New Valley Corp. (In re New
Valley Corp.), Civ. A. No. 92-4884, 1993 WL 818245 (D.N.J. Jan.
28, 1993), reached the same conclusion that compliance with
Section 1114 is not required where the debtor retained a
unilateral right to terminate an employee benefit plan.

The Committee believes that the Bankruptcy Court should not be
bound by the lower court decisions that are devoid of any
persuasive authority.  Rather, the Committee maintains that the
better approach would be for the Bankruptcy Court to embrace the
dicta included in the Second Circuit's opinion, which clearly
supports Doskocil, and apply that reasoning to the Debtors'
cases.  Doing so would be a logical extension of the prevailing
view set forth in the case law today, the Committee says. (AMES
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


APPLIED DIGITAL: Special Shareholders' Meeting Set for Sept. 10
---------------------------------------------------------------
A Special Meeting of Shareholders of Applied Digital Solutions,
Inc., a Missouri corporation, will be held at the West Palm Beach
Marriott Hotel, 630 Clearwater Park Road, West Palm Beach, Florida
33401, on September 10, 2003, at 8:00 a.m. Eastern Daylight Time,
for the following purposes:

     1. To approve the potential issuance of more than 7,210,679
        shares of the Company's common stock upon the conversion
        of the Company's $10,500,000 aggregate principal amount of
        8.5% Convertible Exchangeable Debentures and exercise of
        related Stock Purchase Warrants, which share amount in
        excess of 7,210,679 shares represents 20% or more of the
        outstanding common stock of the Company on a pre-
        transaction basis when combined with the 50,000,000 shares
        of common stock issued by the Company under three separate
        securities purchase agreements dated May 8, 2003, May 22,
        2003, and June 4, 2003;

     2. To approve the issuance of up to 30,000,000 shares of the
        Company's common stock after effectiveness of the
        Company's registration statement on Form S-1 (File No.
        333-106300), which was filed with the Securities and
        Exchange Commission on June 20, 2003, which share amount
        when combined with the issuance of the Debentures,
        Warrants and common stock issued pursuant to the         
        Securities Purchase Agreements, represents more than 20%
        of the outstanding common stock of the Company on a pre-
        transaction basis; and

     3. To approve the granting of discretionary authority to the
        Board of Directors, for a period of twelve months after
        the date the Company's shareholders approve this proposal,
        to approve a reverse stock split in a ratio not to exceed
        1-for-25, to determine the effective date of the reverse
        stock split, and to file an amendment to the Company's
        Third Restated Articles of Incorporation, as amended,
        effecting the reverse stock split of the Company's common
        stock, or to determine not to proceed with the reverse
        stock split.

The Board of Directors has set July 22, 2003 as the record date
for the meeting. This means that owners of the Company's common
stock at the close of business on that date are entitled to (1)
receive notice of the meeting and (2) vote, or exercise voting
rights through a voting trust, as the case may be, at the meeting
and any adjournments or postponements of the meeting.

                         *    *    *

As reported in Troubled Company Reporter's June 9, 2003 edition,
Applied Digital Solutions signed Securities Purchase Agreements to
sell an additional 12.5 million previously registered shares to
the same investors who have already agreed to purchase 37.5
million shares as announced on May 9, 2003, and May 23, 2003.

The Company said it will use the proceeds from this sale towards
the satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with all
terms of the Forbearance Agreement.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems, miniaturized
power sources and security monitoring systems combined with the
comprehensive data management services required to support them.
Through its Advanced Technology Group, the Company specializes in
security-related data collection, value-added data intelligence
and complex data delivery systems for a wide variety of end users
including commercial operations, government agencies and
consumers. Applied Digital Solutions is the beneficial owner of a
majority position in Digital Angel Corporation (AMEX: DOC). For
more information, visit the Company's Web site at
http://www.adsx.com


AQUILA INC: Second Quarter Net Loss Trimmed Further to $80 Mill.
----------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) reported a second quarter 2003 net loss
that reflects actions taken under the company's ongoing plan to
wind down its wholesale energy business, complete asset sales and
restructure certain contractual obligations.

Aquila's net loss for the quarter was $80.6 million or $.41 per
fully diluted share, including $14.5 million of net income from
discontinued operations, compared to the 2002 second quarter net
loss of $810.0 million or $5.69 per fully diluted share, which
included $15.5 million in net income from discontinued operations.

"While losses were anticipated, our transition plan to strengthen
Aquila as a financially sound owner and operator of utilities in
the United States is progressing very well," said Richard C.
Green, Jr., Aquila's chairman and chief executive officer. "We
have achieved several major components of our plan by selling our
Australian assets, exiting the Acadia tolling agreement and
continuing to strengthen our domestic networks business.

"We will continue our restructuring through this year and next,"
Green said, "especially our work to address our remaining long-
term natural gas contracts and fixed capacity payments for
merchant power plants."

The loss in this year's second quarter is primarily due to
restructuring and impairment charges related to last year's
decision to reshape the business to be a regulated utility. In
addition, both operating costs and interest expense were higher in
2003 due to the company's non-investment grade credit rating.

Aquila had impairment charges and a loss on the sale of assets
totaling $103.0 million, primarily due to the termination of a
tolling contract. The company also recorded $20.8 million in
restructuring charges, including $17.8 million related to
unfavorable interest rate swaps from which the company fully
exited in the second quarter.

Lower results from International Networks reflect the October 2002
sale of Aquila's interests in New Zealand and the fact Aquila did
not recognize equity earnings from Midlands Electricity in the
United Kingdom in the 2003 second quarter.

                      Restructuring Charges

Aquila recorded restructuring charges of $20.8 million in the
second quarter of 2003, and $71.4 million in the 2002 second
quarter. The 2003 charges included $17.8 million to exit portions
of interest rate swaps related to construction financing for two
merchant power plants in Illinois. There was also $3.6 million in
severance costs for additional workforce reductions.

                        Impairment Charges

Aquila recorded impairment charges and net loss on sale of assets
totaling $103.0 million in the second quarter of 2003, compared to
impairment charges of $894.6 million in the 2002 second quarter.
In this year's quarter, Capacity Services incurred a charge of
$105.5 million for the termination of the Acadia tolling agreement
and realized a gain of $5.1 million on the sale of its gas
turbines. International Networks recorded a $2.6 million loss on
the sale of Aquila's interest in AlintaGas in Australia.

                           Asset Sales

Including proceeds from the Australian sale closed in July, Aquila
has now generated total proceeds of $1.7 billion from the asset
sale program it began in the second quarter of 2002. Proceeds from
asset sales will continue to be used to reduce liabilities and
fund working capital needs.

Recently completed and pending sales include:

-- Australia. In April 2003, Aquila agreed to sell its interests
   in United Energy Limited, Multinet Gas and AlintaGas Limited to
   a consortium consisting of AlintaGas, AMP Henderson and their
   affiliates. In May 2003, the sale of the company's 22.5 percent
   interest in AlintaGas Limited was closed and Aquila received
   approximately $97.0 million in cash proceeds in May and July.
   Aquila recorded a loss of $2.6 million from the Alinta sale.

In July 2003, Aquila completed the sale of its 33.8 percent
interest in United Energy and 25.5 percent interest in Multinet
Gas and received additional cash proceeds of $513.0 million. After
fees, expenses and taxes, the sales of the three Australian
investments are expected to yield net cash proceeds of $477.0
million. Approximately $200.0 million of the proceeds was used to
retire the borrowings under the 364-day secured credit facility
that was arranged in April 2003. A gain is expected to be recorded
in the 2003 third quarter in connection with the sale of United
Energy and Multinet Gas.

-- Canada. In the second quarter of 2003, the company began a
   process to solicit interested buyers for its Canadian network
   business. Indicative bids were received in July 2003 and
   subject to receipt of acceptable offers from the bidders,
   Aquila expects to negotiate a definitive agreement in the third
   quarter of 2003 and close the sale in the first quarter of
   2004, following the receipt of regulatory approvals and
   satisfaction of other closing conditions.

-- United Kingdom. In May 2003, Aquila agreed to sell its 79.9    
   percent interest in Aquila Sterling Limited, the owner of
   Midlands Electricity plc, for approximately $56.0 million.
   Completion of the sale is subject to various conditions,
   including the successful redemption of outstanding bonds issued
   by Avon Energy Partners Holdings, an Aquila Sterling
   subsidiary, at 86 percent of their par value plus accrued
   interest. If Aquila does not close the sale of this investment
   by November 2003, the agreement to sell will terminate unless
   the parties agree otherwise.

                      Domestic Networks

Domestic Networks showed improved 2003 second quarter EBIT of
$10.0 million, compared to a loss before interest and taxes of
$718.3 million a year earlier, primarily due to 2002 impairment
losses of $692.9 million from Aquila's investment in Quanta
Services, Inc. and $23.1 million from communications technology
investments. Aquila sold its remaining interest in Quanta during
the first quarter of 2003.

EBIT from utility operations was $10.9 million in the 2003 second
quarter, up from $9.2 million a year earlier, reflecting $2.1
million in EBIT from interim rate increases in Michigan and Iowa.
In 2002, Domestic Networks had $19.9 million of restructuring
charges that were recorded in the second quarter. Negative factors
in the 2003 second quarter were unfavorable weather, higher fuel
costs, a reduction in off-system sales and lower EBIT due to the
sale of Domestic Networks' non-regulated wholesale gas operation
in September 2002 and its appliance repair business in January
2003.

Aquila's communications business narrowed its loss before interest
and taxes to $1.4 million, compared to a loss of $29.0 million in
the 2002 quarter that included $23.1 million of impairment charges
on communications technology investments. An increase in customers
at Everest Connections added $4.9 million to gross profit in the
2003 quarter.

                      Utility Rate Cases

Domestic Networks was granted increases in rates this year in four
of the seven states in which it operates. In Iowa, a settlement
was approved in February 2003 for a $4.3 million increase in gas
rates. In Michigan, a gas rate increase of $9.1 million was
approved in March. The increase was partially offset by a separate
depreciation case, which reduced rates by $700,000 but had little
impact on earnings. In Colorado, the company settled an electric
rate request with an increase of $16.0 million effective in June.
Minnesota regulators approved a $5.7 million gas rate increase in
July.

Several additional rate increase requests are pending. In June
2003, the company filed for gas rate increases in three rate areas
of Nebraska totaling $9.9 million. It expects interim rates to
take effect in October 2003, with hearings to be held on each
request and decisions reached by January 2004. In July 2003,
Aquila filed for rate increases totaling $80.9 million for its
electric territories in Missouri. These increases were requested
primarily due to increased costs of natural gas used to fuel power
plants, necessary capital expenditures since the last rate case,
increased pension costs and lower off-system sales. Hearings are
expected to be held in February 2004. In August 2003, Aquila filed
for rate increases totaling $6.4 million for its gas territories
in Missouri, primarily to recover the cost of system improvements
and higher operating costs. Hearings are expected in March 2004.

                   International Networks

International Networks reported EBIT of $9.1 million for the
second quarter of 2003 compared to $26.8 million in the 2002
quarter. Equity in earnings of investments decreased $19.1 million
in 2003 compared to the 2002 second quarter, primarily due to the
October 2002 sale of the company's interest in UnitedNetworks
Limited in New Zealand. UnitedNetworks contributed equity earnings
of $9.3 million in the second quarter of 2002. In addition, the
2002 second quarter included $8.4 million of equity earnings from
Aquila's investment in Midlands Electricity plc while no equity
earnings were recorded in 2003.

Australia. EBIT from Australian investments declined $12.5 million
in the second quarter of 2003 compared to the 2002 quarter mainly
due to the costs of foreign exchange options that locked in the
value to the company of a stronger Australian dollar on the
Australian sale proceeds.

Canada. Aquila has reclassified the current and prior year
operating results of its Canadian network as discontinued
operations due to the pending sale of these assets.

United Kingdom. Although during the second quarter of 2003
Aquila's share of undistributed earnings from Midlands Electricity
was $19.9 million, Aquila did not recognize any of the equity
earnings from this investment. Due to regulatory limitations on
cash payments by Midlands to its owners, the company intends to
record equity earnings and management fees only to the extent cash
is received.

                      Capacity Services

Capacity Services reported a loss before interest and taxes of
$115.6 million for the second quarter of 2003 compared to EBIT of
$20.4 million in the 2002 quarter. The loss resulted primarily
from the termination of the Acadia tolling agreement, higher gas
prices which made it uneconomical to operate merchant plants, and
a $28.6 million decrease in mark-to-market gains that occurred in
2002 but did not recur in 2003 due to lower liquidity and
electricity prices in the forward market.

In connection with its merchant power plants, Aquila makes fixed
capacity payments evenly throughout the year. For the second
quarter of 2003, capacity payments increased by $4.6 million
compared to a year earlier as new plants became operational late
in 2002. This additional capacity was used on a limited basis at
prices that were not sufficient to cover the fixed capacity
payments.

In May 2003, Aquila ended its 20-year tolling contract for the
Acadia power plant through a termination payment of $105.5
million. This was partially offset by a $5.1 million gain related
to the contract termination and the sale of turbines previously
written down to estimated fair value in 2002.

Equity in earnings of investments increased $16.4 million mainly
due to increased earnings resulting from mark-to-market gains
occurring at the operating level of one of Aquila's equity
investments. These gains are non-cash, mark-to-market gains that
will reverse over time as power is delivered.

Aquila does not expect Capacity Services to be profitable during
the next two to three years because of the industry's excess
generation capacity that became operational in 2002, the continued
construction of additional power plants and the decreasing
liquidity in the marketplace. The resulting downward pressure on
power prices has reduced the value of unsold merchant generation
capacity.

                     Wholesale Services

Wholesale Services reported EBIT of $11.5 million in the 2003
second quarter compared to a loss before interest and taxes of
$191.2 million a year earlier that included a $178.6 million
impairment charge on associated goodwill. Aquila began its exit
from the wholesale energy trading business in last year's second
quarter and did not add to its trading portfolio in 2003. The
business therefore had limited opportunities for earnings.

The EBIT results for the 2003 quarter include non-cash earnings of
approximately $47.7 million related to the trading portfolio.
Substantially all of these earnings relate to long-term gas
contracts. During the quarter, average gas prices rose over the
life of these contracts by $.63 per million Btu, which caused both
the price risk management asset and price risk management
liability related to these contracts to increase in value. The
price risk management liabilities are discounted based on Aquila's
credit standing, while on the receivable side these transactions
are discounted based on the credit ratings of Aquila's
counterparties (which are on average substantially higher than
Aquila's rating). As a result, non-cash mark-to-market earnings
were created. In 2002, Aquila recorded $34.0 million of similar
mark-to-market earnings due to its credit rating downgrades.

As of June 30, 2003, Aquila has recorded $110.0 million of these
mark-to-market gains related to gas prices and the widening of the
company's credit spreads compared to its counterparties. The
company expects these gains to be reversed in later periods as
contracts settle, its credit rating improves and/or gas prices
decline.

                      Corporate and Other

Corporate and Other reported EBIT of $28.8 million for the second
quarter of 2003, up from $3.2 million in the 2002 quarter. The
improved results are primarily due to $35.8 million of foreign
currency gains in 2003, reflecting favorable movements in the
Australian and New Zealand dollar exchange rates.

Income tax benefits decreased $48.2 million in 2003 compared to
the second quarter of 2002, primarily due to the decrease in
Aquila's loss before income taxes in 2003 compared to a year
earlier, partially offset by tax benefits not being recorded on a
significant amount of the 2002 losses due to income tax valuation
allowances being provided and certain losses not being tax-
deductible.

                      Discontinued Operations

In 2002 and early 2003, Aquila sold its Texas natural gas storage
facility, its Texas and Mid-Continent natural gas pipeline
systems, including its natural gas and natural gas liquids
processing assets and its ownership interest in the Oasis Pipe
Line Company, its coal terminal and handling facility and its
Merchant loan portfolio. The results of operations of all those
assets have been reported as discontinued operations for all
periods reported.

In the second quarter of 2003, Aquila began a formal process to
sell its Canadian network and began to report the results from
that business as discontinued operations.

Earnings from all discontinued operations totaled $14.5 million,
net of tax, or $.08 per diluted share in the second quarter of
2003, down from $15.5 million or $.11 per share in the 2002
quarter.

Based in Kansas City, Mo., Aquila operates electricity and natural
gas distribution networks serving customers in seven U.S. states
and in Canada and the United Kingdom. The company also owns and
operates power generation assets. At June 30, 2003, Aquila had
total assets of $8.4 billion. More information is available at
http://www.aquila.com  

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

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


ARMOR HOLDINGS: Reports Improved 2nd Quarter Operating Results
--------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH) announced revenues and earnings
for the three-months and six-months ended June 30, 2003.

For the three-month period ended June 30, 2003, revenue from
continuing operations increased 14.0% to $81.7 million compared to
$71.6 million reported for the three-month period ended June 30,
2002. Products Division revenue increased 14.6% to $49.3 million
for the three-month period ended June 30, 2003, compared to $43.1
million reported in the same period last year. Mobile Security
Division revenue increased 13.2% to $32.3 million for the three-
month period ended June 30, 2003, compared to $28.5 million
reported in the same period last year. Internal revenue growth
from continuing operations was 7.8% in total, 10.8% for the
Products Division and 3.5% for the Mobile Security Division.

The Company's consolidated net income and diluted earnings per
share for the three-months ended June 30, 2003 and 2002, were $4.6
million, or $0.17 per share, and $4.1 million, or $0.13 per share,
respectively. The three-month results for the period ended June
30, 2003 include a $3.3 million ($2.1 million non-cash) severance
charge related to the recent departure of the Company's former
Chief Executive Officer. Remaining integration and other non-
recurring charges for the period ended June 30, 2003 associated
with acquisitions completed in the prior twelve months decreased
to $522,000 from $1.7 million in the comparable period in the
prior year. Net income and diluted earnings per share from
continuing operations after integration and other non-recurring
charges were $3.5 million and $0.13 per share for the three-months
ended June 30, 2003, compared to $4.8 million and $0.15 per share
in the comparable period in the prior year. Net income from
continuing operations before integration and other non-recurring
charges was $5.8 million for the three-months ended June 30, 2003,
compared to $5.9 million for the comparable period in 2002.
Diluted earnings per share from continuing operations before
integration and other non-recurring charges was $0.21 per share
for the three-months ended June 30, 2003, compared to $0.18 per
share for the comparable period in 2002.

For the three-months ended June 30, 2003, the net income from
discontinued operations was $1.1 million, or $0.04 per share
compared to a net loss from discontinued operations of $749,000,
or $0.02 per share for the three- months ended June 30, 2002.

"We are pleased with our second quarter revenue results," said
Robert R. Schiller, Chief Operating Officer and Chief Financial
Officer of Armor Holdings. "The Products Division generated strong
results in spite of a late release of the matching funds under the
Bulletproof Vest Partnership Act and a challenging domestic
economy. The Mobile Security Division experienced an increase in
order volume as combat operations in Iraq converted to policing
and restructuring operations. We believe the Company is well
positioned for continued growth in the second half of 2003."

For the six-month period ended June 30, 2003, revenue from
continuing operations increased 14.8% to $162.1 million compared
to $141.2 million reported for the six-month period ended June 30,
2002. Products Division revenue increased 13.8% to $93.4 million
for the six-month period ended June 30, 2003, compared to $82.0
million reported in the same period last year. Mobile Security
Division revenue increased 16.2% to $68.8 million for the six-
month period ended June 30, 2003, compared to $59.2 million
reported in the same period last year. Internal revenue growth
from continuing operations was 8.6% for the Products Division and
3.6% for the Mobile Security Division.

The Company's consolidated net income and diluted earnings per
share for the six-months ended June 30, 2003 and 2002 were $9.7
million, or $0.34 per share, and $10.0 million, or $0.31 per
share, respectively. These six-month results include a $3.3
million ($2.1 million non-cash) severance charge related to the
recent departure of the Company's former Chief Executive Officer.
Remaining integration and other non-recurring charges for the six-
months ended June 30, 2003 associated with acquisitions completed
in the prior twelve months decreased to $944,000 from $3.1 million
during the same period in 2002. Net income and diluted earnings
per share from continuing operations after integration and other
non-recurring charges were $8.7 million and $0.31 per share for
the six-months ended June 30, 2003, compared to $10.4 million and
$0.32 per share in the comparable period in the prior year. Net
income from continuing operations before integration and other
non-recurring charges was $11.4 million for the six-months ended
June 30, 2003, compared to $12.3 million for the comparable period
in 2002. Diluted earnings per share before these items for the
six-months ended June 30, 2003, was $0.40 per share compared to
$0.38 per share for the comparable period in 2002.

For the six-months ended June 30, 2003, net income from
discontinued operations was $977,000, or $0.03 per share compared
to a net loss from discontinued operations of $356,000, or $0.01
per share for the six-months ended June 30, 2002.

Gross margins from continuing operations for the three and six-
months ended June 30, 2003, were 29.9% and 29.4%, respectively,
compared to 31.7% and 31.6% in the comparable period in 2002. For
the three and six-months ended June 30, 2003, gross margins in the
Products Division were 33.1% and 33.6%, compared to 38.6% and
38.0% reported in the same period last year. The decline in the
Products Division's gross margins resulted primarily from: 1) an
increase in "low margin" training revenues; 2) an increase in low
margin gas mask sales; 3) an increase in lower margin
international body armor sales produced overseas at Armor Products
International; and 4) lower production volumes within our less
lethal, automotive, and hard armor businesses lines, which
resulted in reduced fixed cost absorption and certain labor
inefficiencies. Excluding the training division, the Products
Division's gross margins were 35.3% and 35.9%, respectively,
compared to 40.8% and 40.3% reported in the same period last year.
For the three and six-months ended June 30, 2003, gross margins in
the Mobile Security Division were 25.0% and 23.7%, compared to
21.4% and 22.9% reported in the same period in the prior year. The
increase in the Mobile Security Division's gross margins is
primarily attributable to: 1) favorable manufacturing overhead
cost absorption relating to increased manufacturing volumes in our
Cincinnati manufacturing facility; 2) operational efficiencies in
our Cincinnati manufacturing facility; and 3) a smaller number of
purchased base vehicles sold in 2003 compared to 2002. The Mobile
Security Division often purchases and resells base vehicles to
customers as a pass-through service without normal gross profit.

At June 30, 2003, the Company's continuing operations business
segments had cash balances of $10.8 million and total long-term
debt, including current portion, of $21.7 million compared to
$16.0 million and $26.7, respectively, reported at March 31, 2003.
As of June 30, 2003, the Company had $15.0 million outstanding on
its $120 million revolving line of credit compared to $20.0
million at March 31, 2003.

For the three and six-months ended June 30, 2003, the Company's
earnings before interest, taxes, depreciation and amortization
("EBITDA") from continuing operations were $7.6 million and $18.1
million, compared to $9.4 million and $19.7 million in the
comparable periods in 2002. For the three and six-months ended
June 30, 2003, the Company's EBITDA from continuing operations
before integration and non-recurring charges were $11.4 million
and $22.2 million, compared to $11.1 million and $22.8 million,
respectively, in the comparable periods in 2002. Attached to this
press release is a reconciliation of net income as reported to
EBITDA from continuing operations before integration and other
non-recurring charges.

On July 23, 2003, the Company announced that it had executed a
Letter of Intent to acquire Simula, Inc. (Amex: SMU), for $110.5
million, payable in cash or, at the option of Armor Holdings, in a
combination of cash and registered shares of Armor Holdings'
common stock. The Company expects to execute a merger agreement in
late August and complete the transaction in the fourth quarter of
2003. Simula is a safety technology company and supplier of human
safety and survival systems to all branches of the U.S. military,
major aerospace and defense contractors, international military
forces, and consumer markets. Its core markets are military
aviation safety, military personnel safety, and land and marine
safety. Serving the defense industry for almost 30 years, Simula
provides ground vehicle armor and mine blast kits for military
vehicles, personnel protective equipment, including military body
armor, energy absorbing seating systems and lightweight armor for
aircraft, inflatable restraints for military aircraft, and other
protective equipment and technology to the military for the
protection of soldiers in a variety of life-threatening or
catastrophic situations.

On August 12, 2003, the Company closed its previously announced
private placement of $150 million aggregate principal amount of
8.25% Senior Subordinated Notes due 2013. The Notes were rated
B1/B+ by Moody's Investors' Service and Standard & Poor's Rating
Services, respectively. The Company intends to use the net
proceeds of the planned offering to fund future acquisitions,
including its potential acquisition of Simula, Inc., repay a
portion of its outstanding debt and for general corporate and
working capital purposes, including the funding of capital
expenditures.

Concurrently with the issuance of the Notes, the Company
terminated its existing credit facility and entered into a new
secured revolving credit facility with Bank of America N.A.,
Wachovia Bank, National Association and a syndicate of other
financial institutions arranged by Bank of America Securities LLC.
The new credit facility is a five-year revolving credit facility
and, among other things, provides for: 1) total maximum borrowings
of $60 million; 2) a $25 million sub-limit for the issuances of
standby and commercial letters of credit; 3) a $5 million sub-
limit for swing-line loans; and 4) a $5 million sub-limit for
multi-currency borrowings. All borrowings under the new credit
facility will bear interest at either 1) a rate equal to LIBOR,
plus an applicable margin ranging from 1.125% to 1.625%; 2) an
alternate base rate which will be the higher of (a) the Bank of
America prime rate and (b) the Federal Funds rate plus .50%; or 3)
with respect to foreign currency loans, a fronted offshore
currency rate, plus an applicable margin ranging from 1.125% to
1.625%, depending on certain conditions.

"With the pending acquisition of Simula, Inc., the newly placed
$150 million in notes and the policing and reconstruction effort
in Iraq, the Company is building momentum and well-positioned for
growth in the second half of the year and into 2004," said Mr.
Schiller. "Given the effect of additional interest from the notes,
we expect our third quarter net income from continuing operations
before integration and non-recurring charges to be $0.23 or $0.24
per diluted share."

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


ARMOS HOLDINGS: Completes $150 Million Sr. Sub. Note Offering
-------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), has completed a private placement
of $150,000,000 aggregate principal amount of 8.25% senior
subordinated notes due 2013.  The notes are guaranteed by certain
domestic subsidiaries of the Company on a senior subordinated
basis.  The Company intends to use the net proceeds of the planned
offering to fund future acquisitions, including its potential
acquisition of Simula, Inc., repay a portion of its outstanding
debt and for general corporate purposes, including the funding of
working capital and capital expenditures.

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

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


ASPECT: Closes Mandatory Repurchase of Zero Coupon Debentures
-------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), the leading
provider of enterprise customer contact solutions, has concluded
the mandatory repurchase of its outstanding zero coupon
convertible subordinated debentures as previously announced on
July 15, 2003. In connection with the repurchase, Aspect paid
approximately $122.8 million in cash to repurchase approximately
$298.1 million in principal amount at maturity of the company's
outstanding debentures due in 2018.

The debentures were originally issued on Aug. 10, 1998, with a
principal amount at maturity of $490 million and generated net
proceeds to the company of approximately $146 million. The company
previously repurchased a total of approximately $189.6 million in
principal amount at maturity of the zero coupon debentures.

Aspect was obligated to purchase all notes properly tendered to
the company on Aug. 11, 2003, at a repurchase price of $412 for
each $1,000 principal amount at maturity. Following the completion
of the mandatory repurchase, as of Aug. 12, 2003, $2.3 million in
principal amount at maturity of the notes remain outstanding.

Under the terms of the debentures, the company may redeem the
debentures in whole or in part at its option at any time on or
after Aug. 12, 2003, at a price equal to the issue price plus the
accrued original issue discount up to the redemption date.

Aspect Communications Corporation (S&P, B Corporate Credit & CCC+
Subordinated Debt Ratings, Stable) is the leading provider of
business communications solutions that help companies improve
customer satisfaction, reduce operating costs, gather market
intelligence and increase revenue. Aspect is a trusted mission-
critical partner with more than two-thirds of the Fortune 50,
daily managing more than 3 million customer sales and service
professionals worldwide. Aspect is the only company that provides
the mission-critical software platform, development environment
and applications that seamlessly integrate voice-over-IP,
traditional telephony, e-mail, voicemail, Web, fax and wireless
business communications, while guaranteeing investment protection
in a company's front-office, back-office, Internet and telephony
infrastructures. Aspect's leadership in business communications
solutions is based on more than 17 years of experience and more
than 8,000 implementations deployed worldwide. The company is
headquartered in San Jose, Calif., with offices around the world
and an extensive global network of systems integrators,
independent software vendors and distribution partners. For more
information, visit Aspect's Web site at http://www.aspect.com


ATCHISON CASTING: UST Appoints Official Creditors' Committee
------------------------------------------------------------
The United States Trustee for Region 13 appointed 5 members to
serve on an Official Committee of Unsecured Creditors in Atchison
Casting Corporation's Chapter 11 cases:

       1. Caterpillar World Trading Corporation
          100 N.E. Adams St.
          Peoria, Illinois 61629-6321
          Telephone: 309-494-0570
          Telecopier: 309-494-0526
          Email: rich.olmsted@cat.com
          Contact: Rich Olmsted, Chairperson

       2. H A International, LLC
          180 E. Broad St., 29th Floor
          Columbus, Ohio 43215
          Telephone: 614-225-4695
          Telecopier: 614-627-8371
          Email: maguirepb@bordenchem.com
          Contact: Paul B. Maguire
          
       3. Canton Drop Forge
          4575 Southway St. SW
          Canton, Ohio 44706
          Telephone: 330-477-4511
          Telecopier: 330-477-2046
          Email: ggilbertson@cantondropforge.com
          Contact: Glen Gilbertson

       4. Canfield & Joseph
          6536 E. 42nd St.
          Tulsa, Oklahoma 74145
          Telephone: 918-663-8380
          Telecopier: 918-663-4645
          Email: kjoseph@canfieldjoseph.com
          Contact: Kerry Joseph
          
       5. Standard Steel
          500 N. Walnut St.
          Burnham, Pennsylvania 17009
          Telephone: 717-242-4672
          Telecopier: 717-248-2381
          Email: TBA
          Contact: TBA

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Atchison Casting Corporation, headquartered in St. Joseph,
Missouri, together with its affiliates, produce iron, steel and
non-ferrous castings and machining for a wide variety of
equipment, capital goods and consumer markets. The Company filed
for chapter 11 protection on August 4, 2003 (Bankr. W.D. MO. Case
No. 03-50965).  Mark G. Stingley, Esq., and Cassandra L. Writz,
Esq., at Bryan Cave LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $136,750,000 in total assets and
$96,846,000 in total debts.


AVCORP INDUSTRIES: Closes Financial Restructuring Initiatives
-------------------------------------------------------------
Avcorp Industries Inc., has reached several significant milestones
in its financial restructuring program initiated in the fall of
2002.

The Company has closed its Private Placement for 15,000,000 units
at a price of $0.30 per unit for gross proceeds of $4.5 million
before expenses and commissions. Each unit comprising one common
share and one share purchase warrant. Two share purchase warrants
will entitle the holder to subscribe for one additional common
share at $0.35 per share for a six-month period from August 6,
2003. Certain insiders, directors and officers of the Company
participated in the private placement, acquiring approximately 44%
of the Units offered. The proceeds will be used to reduce bank
debt by approximately $2.5 million and the balance for general
working capital purposes.

On July 17, 2003, the Company closed the sale and leaseback of its
premises located at 10025 River Way, Delta, British Columbia.
Pursuant to the terms of the sale between the Company and the real
estate division of a major Canadian insurance corporation, the
Company sold its premises for $16,000,000, of which $1,500,000
represents prepaid rent relating to the 15-year leaseback of the
premises. The balance of the proceeds was applied towards the
discharge of mortgages on the Company's premises, commissions,
reduction of current bank debt and for general working capital
purposes. In connection with the sale and leaseback of the
Company's premises, the Company negotiated the forgiveness of
$3,300,000 of principal indebtedness and any accrued interest to a
secured lender, which is expected to close this quarter.

The Company has negotiated, and expects to close this quarter, a
principal reduction and forgiveness of accrued interest totaling
$1,458,000 with a related party unsecured lender. The balance of
the indebtedness to the lender is, by agreement, to be repaid in
full on or before December 31, 2003. As consideration of the
principal reduction and interest forgiveness, the Company has
agreed to issue 500,000 share purchase warrants exercisable at a
price of $0.35 per share for a period of six months from the date
of issue of the warrants, which has been conditionally approved by
the regulatory authorities.

The Company is also currently negotiating with various lenders for
the purposes of securing an operating line of credit. Currently,
the Company has outstanding credit facilities with a Canadian
chartered bank of approximately $3,000,000, which is to be repaid
on or before September 30, 2003 or upon the finalization of an
operating line of credit.

The transactions above significantly strengthen the Company's
balance sheet and capital resources and will reduce operating
costs. The Company's 2003 third and fourth quarter financial
statements will reflect the positive effects of the financial
restructuring.

Avcorp Industries Inc. is a Canadian aerospace industry
manufacturer. The Company is a single-source supplier for
engineering design, manufacture and assembly of subassemblies
and complex major structures for aircraft manufacturers.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $27 million.


BRIDGEWATER SPORTS: Section 341(a) Meeting Slated for Sept. 15
--------------------------------------------------------------
The United States Trustee will convene a meeting of Bridgewater
Sports Arena, LP's creditors on September 15, 2003, 12:00 p.m., at
Clarkson S. Fisher Federal Courthouse, Room 129, 402 East State
Street, Trenton, New Jersey 08608-1507. This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Bridgewater Sports Arena, L.P., headquartered in Bridgewater, New
Jersey, is a recreational facility in Central New Jersey.  The
Company filed for chapter 11 protection on August 5, 2003 (Bankr.
N.J. Case No. 03-35809).  Brian L. Baker, Esq., and                   
Morris S. Bauer, Esq., at Ravin Greenberg, PC represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $10 million each.


BUDGET GROUP: Sixth Exclusivity Extension Hearing Set for Monday
----------------------------------------------------------------
No much progress has been made since the fifth extension of the
Budget Group Debtors' exclusive periods.  The Debtors, with the
cooperation of the Committee, have filed two omnibus objections to
certain duplicative claims and claims that properly reflect equity
interests.  Additionally, the Debtors and their tax advisors
continue to work through the 1,300 tax-related claims and
interact with the various taxing authorities regarding audit
requests and tax assessments.

The Debtors anticipate that the parties will continue to
negotiate in good faith in finalizing a plan and disclosure
statement, taking into account the proposed resolution mechanism
for the allocation and intercompany claim issues, the needs of
the UK Administrator regarding the parallel UK Administration
proceeding and continuing input from the Committee.

By this motion, the Debtors ask Judge Walrath to extend their
Exclusive Filing Period through and including September 2, 2003
and their Exclusive Solicitation Period through and including
December 1, 2003.

The Debtors believe that continued exclusivity in these cases
will foster the process of formulating and confirming a
consensual Chapter 11 plan.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, asserts that the requested extension will
not prejudice the legitimate interests of any creditor.  The
Debtors, the Committee, and the UK Administrator continue to work
cooperatively through the myriad issues associated with the UK
Administration, the allocation and other intercompany issues and
the plan.  Additionally, the Debtors continue to make timely
payment of all of their postpetition obligations.

The Court will convene a hearing on August 18, 2003 to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
exclusive filing period is automatically extended through the
conclusion of that hearing. (Budget Group Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


BURLINGTON IND.: Pension and Benefit Plans Under Amended Plan
-------------------------------------------------------------
Pursuant to the terms of the WLR Purchase Agreement, effective as
of the earlier of immediately after the Closing or September 30,
2003, Burlington Industries, Inc., will amend these pension and
employee benefit plans:

A. Retirement System

   The Retirement System will be amended so that:

   (a) no person who is not a participant in the Retirement
       System as of the effective date of the amendment may
       thereafter become a participant in the Retirement System,

   (b) no person who is a participant in the Retirement System
       after the effective date of the amendment may thereafter
       make any further contribution to the Retirement System,
       and

   (c) benefit accruals under the Retirement System will cease to
       be effective no later than September 30, 2003 and
       thereafter, no participant will earn any additional
       benefits under the terms of the Retirement System;
       provided, however, that this will not result in the
       reduction of the accrued benefit of any participant under
       the Retirement System or in the altering of the method of
       calculating the lump sum distributions under the
       Retirement System.

B. Early Retirees Health Care Plan

   The Early Retirees Health Care Plan will be amended so that:

   (a) no person who is not a participant in the Early Retirees
       Health Care Plan as of the effective date of the amendment
       may thereafter become a participant in the Early Retirees
       Health Care Plan,

   (b) no person who is a participant in the Early Retirees
       Health Care Plan after the Effective Date of the amendment
       may thereafter make any further contribution to the Early
       Retirees Health Care Plan other than premiums, and

   (c) premiums paid by the participants under the Early Retirees
       Health Care Plan will be adjusted in accordance with
       written instructions from WLR no earlier than the Closing
       Date or September 30, 2003.

                 New Benefit Plans to Be Adopted

Effective as of the Closing Date, WLR or the Reorganized
Purchased Debtors, as applicable, will adopt a new supplemental
retirement plan and a new benefits equalization plan that will
cover each Transferred Employee who furnished Burlington with a
written waiver of benefits under the Pre-1999 SERP, the 1999 SERP
and the Burlington Benefits Equalization Plan within 45 days of
the Closing.  The New SERP and the New Benefits Equalization Plan
will provide each the Transferred Employee with vested benefits
that are equivalent to the benefits each employee had accrued and
vested as of the Effective Date under the Pre-1999 SERP, the 1999
SERP and the Burlington Benefits Equalization Plan and will
recognize service with Burlington for all purposes.

In addition, subject to the consent of each Transferred Employee,
Burlington will amend each Split-Dollar Agreement between
Burlington and the Transferred Employee to replace Burlington
with WLR or the Reorganized Purchased Debtors, as applicable,
with respect to all Burlington's rights and liabilities under the
agreements.

Immediately after the Effective Date, WLR or the Reorganized
Purchased Debtors, as applicable, will be deemed to have
reinstated, and agreed to assume and honor, or adopt these
employee benefit plans:

   -- Retirement System of Burlington Industries, Inc. (amended),
   -- 401(K) Savings Plan of Burlington Industries, Inc.,
   -- Weekly Disability Benefits Plan,
   -- Long-Term Disability Plan for Salaried Employees,
   -- Long-Term Disability Plan for Wage Earners,
   -- Active Employees' Medical Benefit Plan,
   -- Health Maintenance Benefit Plan,
   -- Dental Care Assistance Plans,
   -- Career Life Plan,
   -- Insurance Protection Plan,
   -- Retired Employee Medical Benefit Plan (amended),
   -- Burlington Retired Employees Medicare Supplement,
   -- Partners Medicare Choice Medical Benefit,
   -- Dental Care Assistance Plans -- Retired Employees,
   -- Flexible Spending Accounts Plan,
   -- VEBA Death Benefit,
   -- Paid Holiday Policy,
   -- Paid Vacation Policy,
   -- Adoption Assistance Policy,
   -- Tuition Aid/Matched Giving Policies,
   -- Bereavement Pay Policy,
   -- Jury Duty Pay Policy,
   -- Relocation Benefits,
   -- Severance Benefits,
   -- New Split Dollar Agreements,
   -- New Supplemental Executive Retirement Plan,
   -- New Benefits Equalization Plan,
   -- Directors', Officers' and Fiduciary Insurance Policies,
   -- Salary Continuation Policy,
   -- International Medical and Dental Benefit Plans, and
   -- Military Pay Policy.

In addition, for at least two years after the Closing, WLR or the
Reorganized Purchased Debtors, as applicable, will provide the
Transferred Employees with compensation and benefits that are not
less favorable, in the aggregate, than was received immediately
prior to the WLR Transaction.

With respect to each person that is not a Transferred Employee,
WLR or the Reorganized Purchased Debtors, as applicable, will not
assume any liabilities with respect to Burlington's employment of
the person, including any benefits the person may have under any
Employment Agreement, the Pre-1999 SERP and the 1999 SERP.  As a
result, Burlington will treat all the agreements and obligations
as Executory Contracts, and the applicable Debtor will reject the
contracts in accordance with Section 365 of the Bankruptcy Code.

                    Treatment of Employees

On the Effective Date, WLR or the Reorganized Purchased Debtors,
as applicable, will offer to hire each employee primarily
involved in the business acquired in the WLR Transaction.  The
employees who accept the offer are referred to as the Transferred
Employees.  

          Interests of Directors and Executive Officers

Certain of Burlington's executive officers and employees
participate in the KERP implemented in the Reorganization Cases.
The KERP consists of two components, the Retention Incentive Plan
and the Severance Plan.  Certain executives and employees are
entitled to payments under the Emergence Bonus Plan.

A. Emergence Bonus

   The Emergence Bonus is payable upon the earlier to occur of:

   (a) 90 days after the Effective Date, and

   (b) termination for any reason of the particular KERP
       Participant's employment after the Effective Date.

   The amount of the Emergence Bonus payable to seven of
   Burlington's executive officers is $665,000, and the amount
   payable to two other executive officers is dependent on the
   ultimate return to unsecured creditors.  The Debtors agreed
   to defer seeking Bankruptcy Court approval of the Emergence
   Bonus until the culmination of the Plan confirmation process.

B. Retention Incentive Plan

   The Retention Incentive Plan provides for Time-Based Payments
   and Performance-Based Payments.  Five Time-Based Payments
   have already been paid to executive officers for about
   $2,300,000 in the aggregate.  The sixth and final Time-Based
   Payment of approximately $559,500 is payable to:

   (a) three of Burlington's executive officers on October 1,
       2003 if emergence has not occurred on or before that date,
       and

   (b) the other three executive officers upon emergence if
       emergence has not occurred on or before October 1, 2003.

   The Performance Payments to executive officers, which were
   paid previously, aggregated approximately $1,100,000.

C. Severance Plan

   Under the Severance Plan, certain executive officers will be
   entitled to receive between 12 and 36 months of severance
   depending on their seniority and if they were terminated
   after a "change of control" or if they voluntarily terminate
   for good reason.  Change of control is defined under the KERP
   as a sale or other disposition of assets and business units
   of Burlington representing 50% or more of the preceding 12
   months' earnings before interest, taxes, depreciation,
   amortization and restructuring charges.  If all executive
   officers are entitled to receive their severance as a result
   of a change of control, the aggregate amount to be payable is
   estimated to be $11,100,000, plus the value of benefits
   during the severance period.

   Certain executive officers also hold or will, at the
   Effective Date, hold unsecured and administrative claims
   against the Estates with respect to Burlington's SERP and
   Benefits Equalization Plan as a result of the treatment of
   the plans under the WLR Purchase Agreement.  The Claim
   amounts are expected to be reach $5,900,000 in respect of the
   SERP and $675,000 in respect of the Benefits Equalization
   Plan.

Prior to the Effective Date, Burlington will make arrangements to
acquire for the benefit of its directors, officers and employees,
and will fully pay for, insurance extending for a six-year period
for all directors and officers liability to the extent applicable
to acts or omissions occurring in whole or in part prior to the
Effective Date. (Burlington Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CLARION TECHNOLOGIES: June Net Capital Deficit Narrows to $51MM
---------------------------------------------------------------
Clarion Technologies, Inc. (OTC Bulletin Board: CLAR) announced
financial results for the fiscal period ended June 28, 2003.

Clarion's 2003 sales for the period were $25.48 million versus
$22.21 million in 2002, a 15% increase in revenues.  Clarion's net
income from continuing operations for this period in 2003 was
$754,000 versus a net loss of $682,000 in 2002.  These
improvements in revenue and income were attributable to sales
growth and continued focus on operational performance.

Clarion Technologies' June 28, 2003 balance sheet shows a working
capital deficit of about $20 million, and a total shareholders'
equity deficit of about $51 million.

Clarion Technologies' President, Bill Beckman, commented, "We are
pleased with the Company's results for the first and second
quarters .  With continued sales momentum and operational
execution, Clarion looks forward to continued positive results."

Clarion Technologies, Inc. operates five manufacturing facilities
in Michigan and South Carolina with approximately 155 injection
molding machines ranging in size from 55 to 1500 tons of clamping
force.  The Company's headquarters are located in Grand Rapids,
Michigan.  Further information about Clarion Technologies can be
obtained on the Web at http://www.clariontechnologies.com


COLLINS & AIKMAN: Hosting Second Quarter Teleconference Today
-------------------------------------------------------------
Collins & Aikman Corporation (NYSE: CKC), which is traded as CKC
on the NYSE, rescheduled a briefing with automotive institutional
investors and security analysts, news media representatives and
other interested parties to 3:00 p.m. EDT today.  On this
briefing, C&A will discuss its second quarter 2003 results,
released earlier today, along with other matters.  C&A's Chairman
of the Board and CEO David A. Stockman and Vice Chairman and Chief
Financial Officer J. Michael Stepp will co-host the call.

    To participate by phone, please dial:
    (877) 780-2276    from the United States
    (973) 582-2757    from outside the United States

Callers should ask to be connected to the Collins & Aikman
earnings conference call.

C&A will broadcast the briefing via a live audio webcast, which
may be accessed through Collins & Aikman's, Web site at:
http://www.collinsaikman.com/investor/confcalls.html

A replay will be available from 5:00 p.m. EDT on August 14, 2003
until 5:00 p.m. EDT August 20, 2003.  To listen to the replay
please dial: (877) 519-4471 or (973) 341-3080.  When prompted,
callers should enter conference reservation number 4094578.

Collins & Aikman Corporation, a Fortune 500 company, is a global
leader in cockpit modules and automotive floor and acoustic
systems and a leading supplier of instrument panels, automotive
fabric, plastic-based trim, and convertible top systems.  The
Company's current operations span the globe through 15 countries,
more than 100 facilities and over 25,000 employees who are
committed to achieving total excellence.  Collins & Aikman's high-
quality products combine superior design, styling and
manufacturing capabilities with NVH "quiet" technologies that are
among the most effective in the industry. Information about
Collins & Aikman is available on the Internet at
http://www.collinsaikman.com

As reported in Troubled Company Reporter's August 12, 2003
edition, 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.


CONGOLEUM: Second Quarter Results Swing to $2-Million Net Loss
--------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reported its financial results
for the second quarter ended June 30, 2003.

Sales for the three months ended June 30, 2003 were $55.0 million,
compared with sales of $68.0 million reported in the second
quarter of 2002, a decrease of 19.1%. The net loss for the quarter
ended June 30, 2003 was $2.0 million versus net income of $.8
million in the second quarter of 2002. The loss per share for the
quarter ended June 30, 2003 was $.24, compared with earnings per
share of $.10 in the second quarter of 2002.

Sales for the six months ended June 30, 2003 were $108.6 million,
compared with sales of $125.9 million reported in the first six
months of 2002, a decrease of 13.8%. The net loss for the six
months ended June 30, 2003 was $4.6 million, or $.55 per share,
versus net income (before a required accounting change) of $.2
million, or $.02 per share, in the first six months of 2002.
During the first quarter of 2002, Congoleum recorded a non-cash
transition charge of $10.5 million, or $1.27 per share, for
impairment of goodwill as required for adoption of Statement of
Financial Accounting Standards No. 142.

Roger S. Marcus, Chairman of the Board, commented "Our
disappointing performance reflects the weakest manufactured
housing market in years, considerable softness in residential
remodel demand, competitive pressures on margin and product mix
driven by the poor economy, and increased costs for pensions,
medical benefits, insurance, energy, and raw materials. While the
factors influencing this performance are largely out of our
control, it is not satisfactory and we are committed to major
steps that we expect should considerably reduce our break-even
point. These include cost reduction initiatives as well as an
already announced price increase of 3-5% that will be effective
September 1."

Mr. Marcus continued "We are continuing to proceed with our
planned pre-packaged Chapter 11 reorganization, and while progress
at times is frustratingly slow for those of us close to it, much
has in fact been accomplished, and we continue to anticipate
filing in September with the hope of emerging with our plan
confirmed by the end of the year. We continue to enjoy the support
of our customers, suppliers, and lenders as we move forward, most
recently evidenced by our bondholders' agreement last week to
transactions contemplated in our plan. We have seen no apparent
negative effects on our day to day business related to the coming
reorganization, which I believe is the benefit we have obtained by
structuring the plan to protect their interests."

"We are committed to achieving profitability in the second half of
2003, and believe this is a realistic goal even without a
meaningful improvement in sales. We have taken and are taking a
number of steps that should provide better results in the third,
and particularly fourth, quarters as the savings phase in. In
addition, the reception to our two latest new product
introductions, DuraCeramic and Pacesetter, has been highly
favorable. Finally, while we are not allowing optimism to diffuse
our cost reduction fervor, we have seen recent indications of
economic improvement. Orders from the manufactured housing
industry have shown some strengthening over the last six weeks and
there are also indications that remodel demand is picking up. Any
improvement in industry conditions should further amplify the
benefit of the changes we are making in our cost structure."

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

Congoleum is planning to seek confirmation of a pre-packaged plan
of reorganization to resolve its asbestos liabilities. In
connection with that plan, it is expected that pursuant to
Congoleum's anticipated pre-packaged Chapter 11 plan of
reorganization, American Biltrite would receive certain relief as
may be afforded under section 524(g)(4) of the United States
Bankruptcy Code of 1978, as amended, from asbestos claims that
derive from claims made against Congoleum, which claims are
expected to be channeled to the trust established upon
consummation of Congoleum's confirmed pre-packaged Chapter 11 plan
of reorganization. Pursuant to the terms of Congoleum's
anticipated pre-packaged Chapter 11 plan of reorganization,
American Biltrite expects to pledge all of the shares of Congoleum
stock that it owns pursuant to the terms of a pledge agreement to
serve as collateral securing Congoleum's obligations under a
promissory note that it is expected Congoleum will contribute to
the Plan Trust. Furthermore, under the terms of the Congoleum
plan, American Biltrite expects to pledge amounts it could receive
relating to certain indemnity rights as additional collateral
securing Congoleum's obligations under the Congoleum Note until
after any amounts due and payable to the Plan Trust under the
Congoleum Note have been paid in full to the Plan Trust. In
addition, under the Congoleum plan, American Biltrite expects that
it would be obligated to contribute $250 thousand to the Plan
Trust upon confirmation of Congoleum's plan of reorganization.
American Biltrite also expects the plan will include provisions
requiring additional payment to the Plan Trust, under certain
circumstances, in the event American Biltrite sells all or
substantially all of its interest in Congoleum before the later of
June 30, 2008 or four years following confirmation of Congoleum's
plan of reorganization. These provisions may affect the timing and
amount of any ultimate value to be derived from American
Biltrite's investment in Congoleum.


CONSECO: Wants Approval to Assume Federal Insurance Agreement
-------------------------------------------------------------
Conseco Inc., and its debtor-affiliates want Judge Doyle's
permission to assume a January 1, 2000 and another October 1, 2000
Reimbursement Indemnification and Security Agreement with Federal
Insurance Company, a unit of Chubb Group of Insurance Companies.  
Conseco and Chubb, of Warren, New Jersey, are parties to insurance
policy agreements pursuant to which Chubb provides insurance
coverage.  The Policies relate to Worker's Compensation Insurance,
General Liability Insurance and Automotive Insurance.  Under the
Reimbursement Agreements, Conseco is obligated to reimburse Chubb
for all payments Chubb makes for claims covered by the Policies,
along with associated costs and expenses.  To secure
reimbursement, Conseco transferred $1,261,201 to Chubb.

On February 19, 2003, Chubb filed its Proof of Claim No. 49372-
006398 asserting a secured claim for $885,536, plus postpetition
fees and costs.  Conseco objected to the Claim stating that there
is no liability.  On April 25, 2003, Chubb filed a response and
indicated that the Reimbursement Obligation was lowered to
$860,377.  To date, Chubb calculates that the Reimbursement
Obligations it has paid total $116,346 in claim-related payments
plus $9,066 in fees and costs.

Conseco wants to assume the Reimbursement Agreements as executory
contracts to reinstate prepetition practice where:

   (1) Chubb continues to service insurance claims;
   (2) Chubb invoices Conseco for reimbursement;
   (3) Conseco timely pays the invoices; and
   (4) Chubb continues to retain the Conseco Fund as security for
       amounts due under the Reimbursement Agreements. (Conseco
       Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)    


COVANTA ENERGY: Wins Nod to Implement US Trust Company Agreement
----------------------------------------------------------------
Covanta Energy Corporation, its debtor-affiliates and its creditor
constituencies discussed various aspects of the proposed Agreement
with U.S. Trust Company.  As a result of these discussions, the
Debtors renegotiated the terms of the Agreement in order to obtain
greater flexibility and to reduce the initial cost of entering
into the Agreement.  The Amended Agreement provides that:

A. The engagement of U.S. Trust will take place in two stages:
      
   -- An Initial Retention beginning on the Retention Date and
      ending on the earlier of:
       
        (i) the date when the Agreement terminates; and

       (ii) the date of a determination by the Company, based on
            its business judgment and consultation with its
            creditor constituencies -- Affirmative Determination.
        
   -- A Second Retention beginning on the Affirmative
      Determination Date and ending on the earlier of:

        (i) the date of the Transaction; and

       (ii) the date U.S. Trust is prepared to make a final
            decision with respect to the Proposed ESOP's
            participation in the Transaction.

B. With respect to the Initial Retention, U. S. Trust's
   responsibilities to the Proposed ESOP will be to conduct
   appropriate due diligence on the Company and the Proposed
   ESOP, so that it will be in a position to proceed
   expeditiously in reaching a decision with regard to the
   proposed ESOP if, and when, the Secondary Retention begins.

C. With respect to the Secondary Retention, U.S. Trust's
   responsibilities will be to:

   -- conduct appropriate due diligence on the Company and
      the Proposed ESOP;

   -- negotiate the terms governing the contribution or sale
      of the Company's common stock to the Proposed ESOP; and

   -- determine, on behalf of the Proposed ESOP, whether to:

        (i) accept a proposed contribution of the
            Company's common stock; or

       (ii) purchase Company Stock.
      
   It is understood that in exercising its responsibilities
   with respect to the Secondary Retention, U.S. Trust may rely
   on the written opinion of its financial advisor, Duff &
   Phelps, that the terms and conditions of the Transaction are
   fair and reasonable to the Proposed ESOP from a financial
   point of view.

D. The Company will furnish U.S. Trust with reasonably requested
   information necessary for U.S. Trust to perform its
   obligations.  The information includes:
      
   -- all current and historical financial;

   -- all public information regarding the Company and its
      subsidiaries; and

   -- all non-public information regarding the Company and its
      subsidiaries.

E. In the event that U.S. Trust is required by law, regulation,
   or supervisory authority to disclose the Material, U.S. Trust
   or any U.S. Trust Representative will provide the Company
   with prompt notice so that the Company may seek protective
   order or other appropriate remedy.

F. U.S. Trust agrees to refrain from purchasing any evidence of
   indebtedness of, or other claims against, the Company for
   the duration of the bankruptcy proceedings that the Company
   is subject to.  This is in the condition that the agreement
   will not prevent the purchase, if the purchase is:

   -- made under the direction and control of employees
      independent and separate from those individuals rendering
      services in connection with the Agreement; and

   -- not based in any way on the Material.

G. All Material disclosed by the Company will be, and will
   remain the property of the Company.  U.S. Trust will promptly
   return, or destroy with the Company's certification, the
   material, including:

   -- all analytical material prepared based on Material; and

   -- all copies thereof.

H. U.S. Trust understands and acknowledges that neither the
   Committee, nor the Company, makes any representation or
   warranty on the accuracy or completeness of the Material, or
   any other information provided to U.S. Trust.

I. Notwithstanding anything to the contrary, U.S. Trust may
   disclose to any and all persons the:

   -- U.S. federal income tax treatment and tax structure of
      the Transaction; and

   -- all materials of any kind related to the tax treatment
      and tax structure that are provided to U.S. Trust.
       
J. The Company will pay U.S. Trust, as compensation for the
   services that U.S. Trust will perform:

   -- in connection with the Initial Retention, $100,000;

   -- in connection with the Transaction, $200,000; and

   -- monthly reimbursement for all reasonable out-of-pocket
      expenses, including:

        (i) travel and lodging;

       (ii) communications; and

       (iii) other incidentals.

   However, even though the Company will pay the reasonable fees
   and expenses incurred by U.S. Trust, it is understood that
   U.S. Trust's sole professional responsibilities are to the
   Proposed ESOP and the Proposed ESOP participants.

K. U.S. Trust will engage the Financial Advisor.  The Company
   agrees to pay the Financial Advisor's fees and the other
   expenses incurred in connection with rendering the Financial
   Opinion; provided that the fee does not exceed $175,000 and
   the expenses do not exceed $25,000.

L. U.S. Trust will engage legal counsel to advise it in the
   services to be performed pursuant to the Secondary Retention.
   The Company agrees to pay the legal counsel on a monthly
   basis, within 15 days of billing, for reasonable fees and
   expenses incurred while providing services to U.S.

M. The Company and its successors will indemnify U.S. Trust
   harmless against any and all Losses.

N. The engagement of U.S. Trust in the Agreement may be
   terminated at any time by the Committee or U.S. Trust
   through 30 days' written notice.

O. Any right to trial by jury arising out of, or relating to,
   the Agreement, or the services to be provided by U.S. Trust
   is expressly and irrevocably waived.

Accordingly, Judge Blackshear orders that:

1. The Debtors are authorized to enter and implement the           
   Amended Agreement, including engaging:

      (i) U.S. Trust as fiduciary, with respect to the proposed
          ESOP; and
    
     (ii) D&P as U.S. Trust's financial advisor, with respect to  
          the Debtors' decision to proceed with the Secondary
          Retention.

2. Covanta is authorized to make the compensation and
   reimbursement of expenses payments to U.S. Trust and D&P.

3. All compensation and reimbursement of expenses to be paid to
   U.S. Trust and D&P will be subject to the Court's final
   approval.

4. All requests of U.S. Trust for payment of indemnity will be:
      
   -- made by means of an application; and

   -- subject to review by the Court to ensure that payment of
      the indemnity:

      (a) conforms to the terms of the Amended Agreement; and

      (b) is reasonable based upon the circumstances of the
          litigation or settlement.

5. In no event will U.S. Trust be indemnified if:

   -- the Debtor or a representative of the estate, asserts a
      claim; and

   -- a court determines that the claim arose out of U.S.
      Trust's own bad-faith, self-dealing, breach of fiduciary
      duty, if any, negligence, or willful misconduct.

6. In the event that U.S. Trust seeks reimbursement for
   attorney's fees from the Debtors, the invoices and supporting
   time records from the attorney will be:

   -- included in U.S. Trust's own applications, both
      interim and final; and

   -- subject to:

      (a) the United States Trustee's guidelines for
          compensation and reimbursement of expenses; and

      (b) the approval of the Bankruptcy Court under the
          standards of Sections 330 and 331 of the Bankruptcy
          Code. (Covanta Bankruptcy News, Issue No. 33; Bankruptcy
          Creditors' Service, Inc., 609/392-0900)    


DAY INT'L GROUP: S&P Rates Proposed $187M Sr Sec. Bank Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' secured bank
loan rating to Day International Group Inc.'s proposed $187
million senior secured credit facilities due in 2009. At the same
time, Standard & Poor's lowered its rating on Day's preferred
stock to 'D' from 'CCC', affirmed its 'B' corporate credit rating
on the company and its 'CCC+' subordinated debt rating, and
revised the outlook to stable from negative.

Proceeds from the credit facilities will be used to repurchase
Day's $100 million 11-1/8% senior unsecured notes due 2005, to
repay debt under the current bank facility, and to fund a
potential acquisition. The rating on the senior unsecured notes
will be withdrawn upon completion of the transaction and
successful tender offer.

The lowering of the rating on Day's preferred stock followed the
nonpayment of the cash dividend that was due on the company's
12-1/4% senior exchangeable preferred stock due in 2010. Day was
restricted from making the cash payment under its current bank
agreement and note indentures.

"The outlook was revised because of the modest improvement in
operations, reduced interest cost and loan amortization, and
elimination of refinancing risk as a result of the refinancing,"
said Standard & Poor's credit analyst John Sico.

The Dayton, Ohio-based printing-equipment company has about $250
million in debt outstanding.

"We expect Day to be disciplined on acquisitions, where it has a
successful track record," Mr. Sico said.

Day is currently negotiating on a potential acquisition of modest
size.

The new $187 million bank credit facility is comprised of a five-
year $32 million delayed-draw term loan to finance a possible
acquisition; a six-year term loan A of $30 million; a six-year
term loan B of $105 million; and a five-year revolving credit
facility of $20 million. The facilities are secured by a perfected
first-priority security interest in all of the company's tangible
and intangible assets. The new credit facility will have an early
maturity of Sept. 15, 2007, in the event that the 9-1/2% senior
subordinated notes due in March 2008 are not refinanced by then.

In Standard & Poor's analysis, Day's cash flows were stressed
because of a significant downturn in the economy, which resulted
in severely reduced demand for its products. Under this distressed
case, there is the likelihood of meaningful recovery of principal
in event of default or bankruptcy, despite potentially significant
loss exposure.


DELPHAX: Harris Trust Relaxes Fin'l Covenants & Waives Defaults
---------------------------------------------------------------
Delphax Technologies Inc. (Nasdaq: DLPX) reported sales of $14.8
million for its third fiscal quarter ended June 30, 2003, a 9
percent increase from $13.5 million for the same period a year
ago. Due primarily to the growth in revenues, the company reported
third quarter operating income of $201,000, compared with $44,000
in the third quarter of last year, a substantial improvement
despite the adverse impact of higher international costs due to
the weakened U.S. dollar. A net foreign exchange loss of $160,000
contributed to a net loss for the third fiscal quarter of
$105,000, or $0.02 per share, compared with a net loss of $10,000
or $0.00 per share for the same period last year.

"We are pleased with the continued progress we are making to
improve our underlying business model despite the lack of any real
recovery in the worldwide printing equipment market," said Jay
Herman, chairman and chief executive officer. "In this difficult
economy, we have grown our revenues, optimized our operating
structure, and continued to execute our technology plan. Although
we are disappointed in our industry's inability to break out of
this downturn, we are on target in our transformation program
given that we have just begun our second year as essentially a
'new' company since redefining our strategy and potential with a
dramatic expansion of our product line and our marketplace.

"It is unfortunate that foreign exchange losses and higher
international costs associated with the weakened U.S. dollar have
offset some of our base business improvements, and masked some of
the real progress we have made in the expansion of our product
offerings and our markets," Herman said.

"We are convinced that our patented electron-beam imaging (EBI)
digital print technology will become the printing technology of
the future, and are seeing the evidence of this now. Digital roll-
fed and cut-sheet printing technology is emerging as a preferred
solution for short and medium run length printing opportunities at
a time of transition for the traditional offset printing market.
Our strategy is to concentrate on markets where the speed,
quality, flexibility and efficiency advantages of EBI technology
can be leveraged to create superior competitive differentiation
for our products, customers and partners."

Third quarter sales of printing equipment were $2.6 million, an
improvement of 9 percent from the $2.3 million for the same period
a year ago. Revenues from maintenance, spares and supplies also
increased 9 percent to $12.2 million from $11.2 million in the
third quarter a year ago, due to increased usage of the Imaggia(R)
installed base, and the on-going revenue generated by the
company's new CR Series high-speed digital presses.

For the nine months ended June 30, 2003, sales increased 16
percent to $44.5 million from $38.4 million last year. The company
reported a net loss of $1.3 million, or $0.20 per share, for the
nine months, compared with net income of $50,000, or $0.01 per
share, for the same period last year. Results for the first nine
months of the current fiscal year include a $1.2 million
restructuring charge in the first fiscal quarter related to the
consolidation of the company's North American manufacturing and
engineering operations in Mississauga, Ontario. The restructuring
charge reduced current year earnings by approximately $0.19 per
share.

The company said the North American restructuring program is on
track and still expected to be completed by the end of calendar
2003. The consolidation is expected to eliminate annual operating
expenses of more than $1.6 million, and contributed to a portion
of the reduction in operating expenses for this year's third
quarter compared to last year.

The company said that following the end of the quarter it
completed an amendment to its credit facility with Harris Trust
and Savings Bank. The amendment increases the company's revolving
credit facility from $10.5 million to $12.0 million, relaxes
certain financial covenants and waives covenant defaults that
would have existed prior to the amendment. The amendment did not
change the maturity date, interest rates or principal payments
schedule for the loans under the credit agreement.

Delphax Technologies Inc. is a global leader in the design,
manufacture and delivery of advanced digital print production
systems based on its patented electron-beam imaging technology.
Delphax digital presses deliver industry-leading throughput for
both roll-fed and cut-sheet printing environments. These flagship
products are extremely versatile, providing unparalleled
capabilities in handling a wide range of substrates from ultra
lightweight paper to heavy stock. Delphax provides digital
printing solutions to publishers, direct mailers and other
printers that require systems capable of supporting a wide range
of commercial printing applications. The company also licenses and
manufactures EBI technology for OEM partners that create
differentiated product solutions for additional markets. There are
currently over 4,000 installations using Delphax EBI technology in
more than 60 countries worldwide. Headquartered in Minneapolis,
with subsidiary offices in Canada, the United Kingdom and France,
the company's common stock is publicly traded on the National
Market tier of the Nasdaq Stock Market under the symbol: DLPX.
Additional information is available on the company's Web site at
http://www.delphax.com


DIGITAL FUSION: Red Ink Continued to Flow in Second Quarter 2003
----------------------------------------------------------------
Digital Fusion, Inc. (OTCBB:DIGF), a business and information
technology services provider, announced financial results for the
second quarter ended June 30, 2003.

                      Financial Comparisons

For the quarter ended June 30, 2003, revenues were $1.6 million
versus $2.6 million for the same quarter previous year. The
decrease in revenues during the first quarter 2003 compared to the
same period last year was primarily due to the reduction in IT
spending by our customers. Net loss for the quarter ended June 30,
2003 was $164,000 versus $170,000 for the same quarter previous
year.

For the six months ended June 30, 2003, revenues were $3.2 million
versus $5.4 million for the six-month period the previous year.
The decrease in revenues during the six months ended 2003 compared
to the same period last year was primarily due to the reduction in
IT spending by our customers. Net loss for the six months ended
June 30, 2003 was $530,000 compared to net income for the six
months ended June 30, 2002 of $1,277,000. During the six months
ended June 30, 2002, the Company recorded a gain on forgiveness of
legacy debts of $1.5 million and reduced its severance and
restructuring accrual by $182,000. The net loss excluding these
items for the six months ended June 30, 2002 was $444,000.

                      Business Discussion

The gross profit increase of $150,000 on equal revenue between the
first and second quarter of 2003 was primarily due to increased
consultant utilization. Selling, general and administrative
expenses fell an additional $50,000 between the first and second
quarter of 2003.

                      Management Comments

"We are pleased that we significantly narrowed our operational
loss compared to last quarter. However, we are disappointed that
sluggish new sales prevented us from further closing the gap,"
said Roy Crippen, president and chief executive officer. "To help
grow our sales pipeline in both the commercial and government
sectors we have made some organizational changes centered around
improved support for our sales team and have decided to hire two
new sales representatives."

Digital Fusion is a business and information technology consulting
company helping its customers make the most of technology to
access business information, enhance the performance of their
human resources and meet their business needs.

Digital Fusion provides a range of services in business process
and application strategy and development, including Application
Development and Data Management, Systems Integration and IT
Support. Based in the eastern U.S., Digital Fusion has offices in
New York, Washington D.C., Philadelphia, Orlando, Huntsville, and
New Jersey. For additional information about Digital Fusion visit
http://www.digitalfusion.com  

                      *      *      *

As previously reported, IBS Interactive d.b.a. Digital Fusion
incurred losses of $11,412,000 and $18,062,000 in 2001 and 2000,
respectively and cash flow deficiencies from operations of
$513,000 and $6,837,000 in 2001 and 2000, respectively. The
losses and cash flow deficiencies in 2000 and prior years caused
the Company to receive an unqualified opinion with an
explanatory paragraph for a going concern in its December 31,
2000 consolidated financial statements.  During late 2000 and
early 2001, the Company restructured its operations.  This
included selling or shutting down unprofitable business
units/division, streamlining its continuing business units and
settling its debts associated with business units/division that
were shut down or sold.


EAGLE FOOD: Court Fixes September 8 as General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
fixes September 8, 2003, as the General Claims Bar Date by which
creditors of Eagle Food Centers, Inc., and it debtor-affiliates
must file their Proofs of Claim against the Estates or be forever
barred from asserting their claims.

The Court also sets October 6, 2003, as the Governmental Claims'
Bar Date.

To be deemed timely, Proof of Claim forms must be received by the
Court-appointed Claims Agent, Logan & Company, Inc. before 4:00 on
the bar date.  Forms must be sent to:

        Logan & Company, Inc.
        Attn: Eagle Foods Claims Processing Center
        546 Valley Road
        Upper Montclair, NJ 07043
        
Proofs of Claim need not be filed if they are on account of:

        1. Claims not listed as disputed, unliquidated or
           contingent;

        2. Claims already properly filed with the Bankruptcy
           Court;

        3. Administrative expense claims against the Debtors;
        
        4. Claims of one Debtor against another; or

        5. Claims previously allowed or paid pursuant to an Order
           of the Court.

Eagle Food Centers Inc., a leading regional supermarket chain
headquartered in Milan, Illinois, filed for chapter 11 protection
on April 7, 2003 (Bankr. N.D. Ill. Case No. 03-15299).  George N.
Panagakis Esq., at Skadden Arps Slate Meagher & Flom represents
the Debtors in their restructuring efforts. As of Nov. 2, 2002,
the Debtors listed $180,208,000 in assets and $177,440,000 in
debts.
  

FARMLAND INDUSTRIES: Smithfield Designated as Stalking Horse
------------------------------------------------------------
Goldsmith Agio Helms announced the completed sale of Farmland
Industries, Inc.'s interest in Farmland National Beef Packing
Company, L.P., to a group of investors led by U.S. Premium Beef
Ltd.

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

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

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

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

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

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

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

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

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


FC CBO: S&P Cuts Senior Notes Rating Down 2 Notches to BB-
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
senior notes issued by FC CBO Ltd./FC CBO Corp., an arbitrage CBO
transaction originated in 1997, and removed it from CreditWatch
with negative implications, where it was placed July 28, 2003. The
rating on the senior notes was previously lowered Aug. 1, 2002,
March 12, 2003, and May 15, 2003. The rating on the second
priority senior notes was previously lowered April 3, 2002,
Aug. 1, 2002, and March 12, 2003.

The lowered rating reflects factors that have negatively affected
the credit enhancement available to support the rated notes since
the prior rating action in May 2003, primarily continued asset
defaults and a decline in the weighted average coupon generated by
the performing fixed-rate assets in the pool.

According to the most recent monthly trustee report
(July 10, 2003), Standard & Poor's noted that $150.726 million, or
approximately 23.9%, of the total assets in the collateral pool
come from obligors rated 'D', 'SD', or 'CC'.

Furthermore, according to the most recent trustee report, the
weighted average coupon has deteriorated to 9.054%, compared to
9.183% at the time of the May 2003 rating action. The minimum
required weighted average coupon is 9.50%.

As part of its analysis, Standard & Poor's reviewed the results of
recent cash flow runs generated for FC CBO Ltd./FC CBO Corp. to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and LIBOR
scenarios, while still paying all of the rated interest and
principal due on the notes. When the results of these cash flow
runs were compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the rating assigned to the senior notes was no longer consistent
with the credit enhancement available. Standard & Poor's will
remain in contact with the Bank of Montreal, the collateral
manager for the transaction.
   
     RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                 FC CBO Ltd./FC CBO Corp.
   
                  Rating
     Class    To          From            Balance (mil. $)
     Senior   BB-         BB+/Watch Neg           526.440
   
                OTHER OUTSTANDING RATING
   
                FC CBO Ltd./FC CBO Corp.
   
                            Rating      Balance (mil. $)
     2nd Priority Senior    CC                  109.109


FLEMING COS.: Court OKs Pepper Hamilton as Committee Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fleming
Companies, Inc., and debtor-affiliates, obtained the Court's
authority to retain Pepper Hamilton nunc pro tunc to April 10,
2003.

As co-counsel, Pepper Hamilton will:

    (a) advise the Committee with respect to its rights, powers
        and duties in the Debtors' Chapter 11 Cases;

    (b) assist and advise the Committee in its consultations with
        the Debtors relative to the administration of their
        Chapter 11 Cases;

    (c) assist the Committee in analyzing and in negotiating the
        claims of Fleming's creditors;

    (d) assist with the Committee's investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtors and the operation of their businesses to
        maximize the value of their assets for the benefit of the
        creditors;

    (e) assist the Committee in its analysis of, and negotiations
        with, the Debtors or any third party concerning matters
        related to, among other things, the terms of a plan or
        plans of reorganization for the Debtors;

    (f) assist and advise the Committee with respect to its
        communications with the general creditor body regarding
        significant matters in the Debtors' Chapter 11 cases;

    (g) commence and prosecute necessary and appropriate actions
        or proceedings on the Committee's behalf that may be
        relevant to the Debtors' Chapter 11 Cases;

    (h) review and analyze all or prepare, on behalf of the
        Committee, all necessary applications, motions, answers,
        orders, reports, schedules, and other legal papers;

    (i) represent the Committee in all hearings and proceedings;

    (j) confer with professional advisors retained by the
        Committee so as to more properly advise the Committee; and

    (k) perform all other necessary legal services need by the
        Committee in the Debtors' Chapter 11 Cases;

In connection with its engagement, Pepper Hamilton will charge for
its legal services on an hourly basis in accordance with its
ordinary and customary hourly rates and for its actual,
reasonable, and necessary out-of-pocket disbursements incurred in
connection of the Debtors' Chapter 11 Cases.  Pepper Hamilton's
current hourly rates are:

                     Partner       $280 - 550
                     Associate      150 - 295
                     Paralegal       65 - 175
(Fleming Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GALAXY NUTRITIONAL: Hosting Fiscal Q1 Conference Call Tomorrow
--------------------------------------------------------------
Galaxy Nutritional Foods (Amex: GXY), a leading producer of
nutritious plant-based dairy alternatives for the retail and
foodservice markets, announces a teleconference and web-cast
of the Company's 1ST Quarter Fiscal 2004 earnings results at
10:00am EDT tomorrow.  The conference call invites all
shareholders and interested parties to call in on a toll free line
to ask questions about the Company's results and discuss future
plans.  The toll free number for U.S. and Canada callers is 1-800-
289-0572. All other international callers should dial: 1-913-981-
5543.  The conference call pass code for all participants is
756075.

The call will be simultaneously web-cast at the following link:
http://www.firstcallevents.com/service/ajwz387497383gf12.html

Individuals within the U.S. and Canada that cannot access the call
are invited to listen to a digitally recorded version by calling
the toll free number: 1-888-203-1112.  All other international
callers should dial the following number for a digital playback:
1-719-457-0820.  It will be required to reference the pass code #
756075 for all digital playbacks.  The playback will be available
after 1:00 p.m. EDT Monday, August 18, 2003 through Friday,
August 22, 2003 until midnight.  The call will be posted to our
website the following week at:  http//www.galaxyfoods.com.

Galaxy Nutritional Foods is the leading producer of great-tasting,
health-promoting plant-based dairy and dairy-related alternatives
for the retail and foodservice markets.  These phytonutrient-
enriched products, made from nature's best grains -- soy, rice and
oats -- are low and no fat (no saturated fat and no trans-fatty
acids), have no cholesterol, no lactose, are growth hormone and
antibiotic free and have more calcium, vitamins and minerals than
conventional dairy products.  Because they are made with plant
proteins, they are more environmentally friendly and economically
efficient than dairy products derived solely from animal proteins.   
Galaxy's products are part of the nutritional or functional foods
category, the fastest growing segment of the retail food market.  
Galaxy brand names include: Galaxy Nutritional Foods(R),
Veggie(R), Veggie Nature's Alternative to Milk(R), Veggie
Slices(R), Soyco(R), Soymage(R), Wholesome Valley(R), formagg(R),
and Lite Bakery(R). For more information, please visit Galaxy's
Web site at http://www.galaxyfoods.com

                           *    *    *

                  LIQUIDITY AND CAPITAL RESOURCES

In its Form 10-Q for the period ended December 31, 2002, the
Company reported:

"Net cash provided by operating activities was $1,901,996 for
the nine months ended December 31, 2002 compared to net cash
used of $1,504,597 for the same period ended December 31, 2001.
The increase in cash from operations  is primarily attributable
to a net income of $1,275,187 evidencing the improved gross
margins and reduction in cash operating expenditures  in  fiscal
2003 along with further collections on accounts receivable and
reductions in inventory levels. In fiscal 2002, the Company used
a significant portion of its cash to decrease its amounts
payable to vendors and to fund operating losses.

"The Company's  ability to continue as a going concern depends
upon  successfully obtaining sufficient financing to pay down or
replace the FINOVA debts due in July 2003.  In the event the
Company cannot extend the loans, or raise the capital to pay off
or replace the debt in July 2003,  FINOVA Capital and FINOVA
Mezzanine could exercise their respective  rights under their
loan documents to, among other things, declare a default under
the loans and pursue foreclosure of the Company's  assets which
are pledged as collateral for such loans.  In the event that
FINOVA exercises their right to pursue foreclosure, then
SouthTrust has the ability to do the same based on a cross-
default provision in their loan agreement.  The Company is
seeking to obtain the necessary funds through its positive cash
flows from operating activities, equity financing, and/or
refinancing with FINOVA or a substitute lender.  There are no
assurances, however, that such financing, if available will be
at a price that will not cause substantial dilution to the
Company's shareholders.  If the Company is not able to generate
sufficient cash through its operating and financing  activities
in fiscal 2003, it will not be able to pay its debts in a
timely manner. However, the Company, with direct involvement
from key new board and management members, is currently
discussing terms with several independent parties to provide the
funds required to replace FINOVA Capital as the Company's
primary asset-based lender and to pay off the debt to FINOVA
Mezzanine."

Early last month, Textron Financial Corporation replaced Finova
Capital Corporation as the Company's asset-based lender.

The Company's new revolving line of credit from Textron Financial
has a maximum facility amount of $7.5 million and an interest rate
that is 2.25% lower than the rate previously charged by Finova
Capital, whose line was due to mature July 1, 2003.


GENSCI REGENERATION: Inks Cross Distribution Pact with IsoTis
-------------------------------------------------------------
Biosurgery company IsoTis S.A. (SWX/Euronext Amsterdam: ISON) and
GenSci OrthoBiologics, Inc. (Toronto: GNS) have signed a cross
distribution agreement that will allow the companies to actively
move forward with the integration of their commercial
organizations in anticipation of the proposed merger.

Under the agreements, the companies will market and sell each
other's products in their respective main markets, and will be
positioned among the few companies offering surgeons a broad suite
of superior natural (demineralized bone matrix/DBM) and synthetic
bone graft substitutes. IsoTis will initiate distribution in
Europe and the rest of the world of GenSci's DBM products
(DynaGraft(R) II Putty and Gel, OrthoBlast(R) II Paste and Putty,
and Accell(R) DBM100); GenSci will start distributing IsoTis'
synthetic bone graft substitute OsSatura(TM) and its cement
restrictor SynPlug(TM) in the Americas.

The distribution agreements are fully reciprocal. On June 24,
2003, the companies signed a pre-merger licensing agreement under
which IsoTis gains access to the advanced carrier and delivery
systems of GenSci OrthoBiologics.

Jacques Essinger, Chief Executive Officer, IsoTis S.A. said:

"This cross distribution deal, which follows on the back of our
earlier licensing agreement, allows us to leverage our product
portfolio throughout our respective commercial organizations in
anticipation of the merger. The agreement will enable us to start
to bring out the competitive advantage of our joint organization,
and is expected to yield tangible results as of Q1, 2004. Having
started with integrating our product development capabilities,
these commercial agreements are a clear sign that the joint
organization is taking shape on all levels as a result of the
excellent chemistry between IsoTis and GenSci."

Douglass Watson, President and Chief Executive Officer, GenSci
commented:

"The ability to offer both high quality DBM bone graft substitutes
and synthetic bone graft substitutes will strengthen our sales and
marketing efforts, and is commercially very exciting. It will
allow us to present orthopedic, oral, and craniofacial surgeons
with a unique range of products for various indications. Through
these agreements, GenSci and IsoTis will effectively advance their
collaboration on all levels, building with drive and enthusiasm on
our rapidly developing relationship."

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

Summary of merger rationale:

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

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

Combining the companies:

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

IsoTis contributes its innovative synthetic bone substitute
OsSatura(TM) to the combination, together with a range of small
medical devices, and its highly promising PolyActive BCP program,
which constitutes a potential advance in the treatment of
osteochondral knee defects. In the first half of 2003,
OsSatura(TM) received both the CE mark (on the claim of
osteoinductivity) and FDA 510(k) clearance in quick succession and
has been contributing to revenues as of Q1, 2003. IsoTis' total
2002 sales amounted to 2 million euros (US$ 2.25 million).

IsoTis has a solid cash position of 75 million euros (US$ 85
million) at March 31, 2003, an innovative product pipeline, and
proven ability to execute a complex cross border merger on a
timely and efficient basis.

          IsoTis, the Leading European Biosurgery Company

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

          GenSci, the Orthobiologics Technology Company(TM)

GenSci Regeneration Sciences, Inc. is a publicly traded company
listed on the Toronto Stock Exchange (Toronto: GNS) with corporate
headquarters in Toronto, Ontario. GenSci OrthoBiologics, Inc., the
company's wholly-owned subsidiary based in Irvine, California,
focuses on the research, development, production, and distribution
of bioimplant products for the orthopedic and spine markets.
GenSci OrthoBiologics is the company's principal operating
subsidiary. The company's products are currently sold in over
1,550 hospitals across North America, with a growing international
presence throughout Latin America, Europe, and Asia. GenSci has 85
employees.

As reported in Troubled Company Reporter's August 7, 2003 edition,
GenSci Regeneration Sciences and IsoTis S.A. announced that
the U.S. Bankruptcy Court, Central District of California, entered
an order dismissing GenSci Regeneration Sciences Inc., from
Chapter 11. This marks an important step towards completion
of the proposed merger between IsoTis and GenSci announced in
early June. Both companies further confirmed that reciprocal due
diligence has now been successfully completed.

                      Chapter 11 Proceedings

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

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

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


GLOBAL CROSSING: Enters Marketing Partnership with IDT Solutions
----------------------------------------------------------------
Building upon its expertise in bringing to market innovative,
flexible voice and data services, Global Crossing has entered into
a marketing partnership with IDT Solutions, marketing arm of
Winstar Communications, L.L.C.(R), to provide enterprises with a
leading-edge business continuity services bundle that leverages
Global Crossing's high-performance data communications services
and IDT Solutions' wireless local access services. IDT Solutions
is a division of IDT Corporation (NYSE: IDT, IDT.C).

The partnership brings together industry leading data services
such as Global Crossing IP VPN Service(TM) and Winstar's fixed
wireless network that offers true end-to-end diversity in the
event of network outage or service interruption. Typical business
continuity planning includes data diversity planning between two
or more carriers. Problems, however, can still occur if multiple
carriers share common interface points, making enterprises equally
vulnerable to the same potential disaster.

"Achieving true end-to-end business continuity with fixed wireless
connectivity is innovation at its best," said Global Crossing CEO
John Legere. "This provides our customers with a truly reliable,
cost-efficient backup connectivity solution and customer service
not found elsewhere in the industry."

The bundle will be offered by Global Crossing and powered by
Winstar's fixed wireless solution. The offer will be available in
22 cities nationwide, with initial service availability in
Chicago, New York, Philadelphia and Dallas.

"This marketing partnership is just another example of our
expanding commercial relationship with Global Crossing," said Jim
Courter, vice chairman and CEO of IDT. "Global Crossing continues
to be a top-notch service provider to IDT. This agreement
strengthens our commitment to Global Crossing and our belief in
their ability to deliver services that are needed by business
customers."

IDT Solutions' services are delivered over one of the country's
largest and most reliable broadband communications networks. This
high-capacity broadband network uses the 38 GHz, 28 GHz and other
portions of the radio spectrum to reach customers directly in
major markets nationwide. Fixed wireless services provide fiber-
quality transmissions at speeds up to OC-3 -- enough capacity to
transmit the entire Library of Congress card catalog in just 20
seconds.

Global Crossing's business continuity solutions are comprised of
innovative voice and data services such as diversity, avoidance,
and customer specified routing for circuit and route redundancy.
DACSR is a private line service that allows customers to deploy
redundant private line connectivity or specify routing paths on
circuit connections. Enterprises can also use Global Crossing IP
VPN Service for data backup or carrier diverse enterprise voice
services solutions.

"The key to a robust business continuity solution is to provide
true end- to-end diversity by incorporating the right technology
to minimize or eliminate network vulnerability," said Brian
Finkelstein, CEO of Winstar Communications, L.L.C. "This offer
provides a highly reliable diverse local route in the form of
fixed wireless broadband."

All of Global Crossing's voice and data services are delivered via
its worldwide IP network, which provides connectivity to 200
cities in more than 27 countries. Global Crossing's Tier 1 IP
backbone leverages a single autonomous system number with MPLS
traffic engineering to deliver the minimum number of hops, for the
fastest transmission speeds worldwide.

IDT Corporation, through its IDT Telecom, Inc. subsidiary, is a
facilities-based, multinational carrier that provides a broad
range of telecommunications services to its retail and wholesale
customers worldwide. IDT Telecom, by means of its own national
telecommunications backbone and fiber optic network
infrastructure, provides its customers with integrated and
competitively priced international and domestic long distance
telephony and prepaid calling cards.

Winstar Communications, L.L.C. is a facilities-based, national
carrier offering voice, data, Internet and private line
telecommunications services to retail, wholesale and government
customers nationally.

IDT Solutions services are provided over a unique hybrid fiber and
wireless network that delivers connectivity to thousands of
buildings throughout major U.S. markets serving businesses and
government agencies. IDT Solutions' network services feature
proven technology, reliability, diversity and security. The US
government has approved using the same network to support its
Critical Infrastructure Protection and Homeland Defense
initiatives.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

Please visit http://www.globalcrossing.comfor more information  
about Global Crossing.


GLOBAL CROSSING: Launches Business Continuity Solutions Program
---------------------------------------------------------------
Global Crossing announced a program that enables enterprises
worldwide to create an ongoing business continuity strategy with
the flexibility of designing tailored contingency plans in the
event of unforeseen network outages.

The program is designed to achieve service diversity and
redundancy, backup and restoration of customers' access to key
critical voice and data applications, and provide mobility tools,
such as remote access, in the event of a service interruption or
crisis. Since continuous network operation is critical, the
program enforces the need for strong partnerships between carrier
and customer in ongoing contingency planning.

"This program is ideal for enterprises that want to take a
holistic, proactive approach to insuring business continuity,"
said Anthony Christie, Global Crossing's senior vice president for
offer and product management. "Using our innovative voice and data
solutions, we help customers assess vulnerabilities and risks and
implement appropriate countermeasures."

The business continuity program leverages Global Crossing's
expertise in designing integrated global network-based voice and
data solutions built on a fully redundant, self-healing global
network infrastructure. "Having constructed and maintained the
world's first global IP-based fiber-optic network, Global Crossing
is uniquely positioned to provide enterprises with leading end-to-
end business continuity solutions," Christie added.

Global Crossing's business continuity solutions are supported by a
global service delivery model, which includes dedicated 24/7
customer service from network operations centers, call centers
worldwide, streamlined ordering and service provisioning, and
managed service capabilities that provide network monitoring and
management backed by global service level agreements.

"Business continuity has become an issue of the highest importance
to IT managers as corporations comply with increasingly strict
legislative and regulatory requirements for un-interrupted
operations," stated Eileen Eastman, vice president of business
communications services & strategies at The Yankee Group. "Global
Crossing has configured a business continuity offer that provides
a back-up solution which leverages their unique facilities-based
network on a global scale."

The Global Crossing business continuity program consists of the
following voice and data services:

               Service Diversity and Redundancy Tools

-- Diversity and Customer Specified Routing

DACSR is a private line service that allows customers to deploy
redundant connectivity or specify alternative routing paths on
circuit connections globally. It is ideal for customers whose
business needs require continuous circuit connectivity, especially
in environments threatened by outage risks from natural disasters
or other disturbances, or to provide redundant routing that
further ensures uninterrupted mission-critical data flow. With the
option to specify routing paths, customers can avoid outage risks
in a particular geographic area.

-- Service Management System Emergency ReRoute

SMS Emergency ReRoute is an easy-to-use, powerful feature that
allows the customer to create customized specifications when
preparing for a crisis and take appropriate action. The customer
can choose from nine plans to re-route toll-free voice traffic
between two or more carriers in real time. Re-routing is performed
with a toll-free call and touchtone phone using a simple command
menu.

The service is ideal for large enterprises using toll-free service
for mission-critical applications and redundancy, disaster
recovery, and diversity requirements. Customers can create a
contingency plan based on multiple disaster scenarios by simply
dialing a toll-free number from any touch-tone phone. When
combined with other toll-free features, such as enhanced routing,
the service provides enterprises with the ability to optimize and
balance toll-free voice traffic between call centers or carriers
as a key component of contingency planning.

             Backup and Service Restoration Tools

-- Disaster Recovery Service for Trader Voice

Trader voice is a private line voice service that provides
reliable, desk- to-desk "ring-down" connections between financial
trading companies. A ring- down is a private line-based phone link
between two traders requiring a constant, open phone connection.

Global Crossing recently introduced disaster recovery service for
trader voice, which is designed to define one or multiple site
recovery plans and to meet business-critical uptime requirements
of the financial trading industry. It enables customers to rapidly
restore their trading lines to a pre- determined back-up location
should an outage at a primary trading location occur. Service
recovery time is fast, reliable, and backed by a four-hour maximum
SLA, with typical recovery times expected to be two hours or less.

-- Fixed Wireless Service

Typical business continuity planning includes data diversity
planning between two or more carriers as in the business
continuity agreement between Global Crossing and Winstar
Communications, L.L.C.(R) -- an IDT Solutions company -- which was
also announced today. By combining leading data services such as
Global Crossing's IP VPN Service(TM) with Winstar's fixed wireless
network, the combined solution offers true technology diversity in
the event of network outages or service interruptions.

Problems, however, can still occur if multiple carriers share
common interface points, making enterprises equally vulnerable to
the same potential disaster. This problem can be avoided by having
a backup plan in which traffic is transmitted wirelessly.
Transmission speeds up to OC-3 are delivered over Winstar
Communications' fixed wireless network.

-- IP VPN Service(TM)

Global Crossing's IP VPN Service(TM) can be deployed to provide
global enterprises with the technology redundancy and security of
a fully provisioned, alternate network with unprecedented
flexibility as a reliable, secure backup to primary wide area
network connections. With no committed bandwidth costs, customers
only pay for the bandwidth used. No unique customer premise
equipment or additional staffing resources are required, making
this an ideal backup alternative.

                        Mobility Tools

If workers who telecommute or travel cannot access their network,
enterprises can suffer significant delays in their business. Using
Global Crossing's mobility tools, enterprise customers gain access
to secure, remotely accessible tools, particularly in times when
travel plans are interrupted. Global Crossing's Remote Access
Service as well as its complete suite of audio, video and Web-
based conferencing services help mobile and remote workers stay
connected.

-- Global Crossing Remote Access Service

Whether traveling across the country, working on the other side of
the world, or simply telecommuting from home, remote users can use
Global Crossing's Remote Access Service to access a connection
that establishes a secure tunnel across the Internet to take them
to work on their network. Regardless of the situation, employees
may access their private networks from home or hotels when travel
is restricted or offices are closed down. Global Crossing RAS
works with any frame relay or IP VPN service from Global Crossing
or any other carrier.

-- Global Crossing Conferencing Services

Ready-Access(R) Service, Global Crossing's on-demand audio
conferencing service, enables users to establish instant toll-free
conference calls to hold emergency conference calls that keep
associates connected and productive during times of business
interruptions. In addition, Global Crossing's videoconferencing
service eliminates the time and expense of travel for meetings and
group presentations during times that travel is restricted.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

Please visit http://www.globalcrossing.comfor more information  
about Global Crossing.


GLOBAL CROSSING: Wants Court Approval of $100MM DIP Financing
-------------------------------------------------------------
To recall, on August 9, 2002, the Court approved the Purchase
Agreement among Global Crossing Ltd., Global Crossing Holdings
Ltd., the Joint Provisional Liquidators, Singapore Technologies
Telemedia Pte Ltd. and Hutchison Telecommunications Limited.  
Pursuant to the Purchase Agreement, the Debtors were required to
file a plan of reorganization to implement the transactions
contemplated by the Purchase Agreement.  The Debtors' business
plan and cash flow projections were based on the assumption that
the Effective Date would occur some time in the first two
quarters of 2003.  On the Effective Date, the Debtors will
receive an equity investment equal to $250,000,000 and anticipate
arranging a working capital facility for up to $150,000,000 to
support their business operations.  

The Debtors have had extensive discussions and negotiations with
General Electric Capital Corporation and Merrill Lynch Capital, a
division of Merrill Lynch Business Financial Services, Inc. --
the Proposed Lenders -- in connection with the proposed Working
Capital Facility.  On April 14, 2003, the Debtors obtained the
Court's authority to enter into a commitment letter for the
Working Capital Facility on certain terms and conditions and to
pay related fees and expenses to the Proposed Lenders.  Since
that time, the Proposed Lenders have completed extensive
diligence with respect to the Debtors' receivables and other
assets in anticipation of providing the Working Capital Facility.

Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that due to a delay in obtaining regulatory
approval for the investment by the Investors, Hutchison
terminated its obligations in accordance with the provisions of
the Purchase Agreement.  At the same time, ST Telemedia exercised
its rights under the Purchase Agreement to take over the entire
investment.  However, the increase in ST Telemedia ownership of
the restructured Debtors to 61.5% required restarting certain
aspects of the regulatory approval process.  The Debtors now
anticipate receiving regulatory approval some time in the third
quarter or early fourth quarter of 2003.

Mr. Walsh notes that the delay in the getting the regulatory
approvals affected the Debtors' projections as:

   (a) The additional time in Chapter 11 will increase the
       administrative costs associated with the Chapter 11 cases
       themselves, including the continued payment of
       professional fees;

   (b) The delay interfered with the Debtors' marketing plan and
       the willingness of customers to renew existing contracts
       and enter into new agreements for the purchase of
       telecommunications services from the Debtors;

   (c) The Debtors' working capital position has been restricted
       during the continuance of the Chapter 11 cases due to
       unfavorable payable terms required from its suppliers;
       and

   (d) The continuation of the Chapter 11 cases delayed the
       receipt of additional liquidity from the ST Telemedia
       equity investment and implementation of the Working
       Capital Facility.

Hence, the Debtors have revised their near-term business plan and
projections to conserve their existing cash through the balance
of the expected regulatory process.  The Debtors are confident
that their existing liquidity is more than sufficient for that
purpose.  However, the Debtors believe that it is prudent to
implement postpetition financing to provide a cushion to
protect against unexpected delays or an economic downturn.

In the unlikely event that the Debtors are unable to obtain
regulatory approval for the investment by ST Telemedia, they will
implement alternative restructuring strategies, including
discussions with other potential investors.  However, Mr. Walsh
points out that this event would further delay the Debtors'
emergence from Chapter 11.  The proposed postpetition financing
would provide additional liquidity for the Debtors' business
operations in that event.

Mr. Walsh informs Judge Gerber that the Debtors received a
proposal letter, dated July 25, 2003, from the prospective
lenders for the Working Capital Facility, outlining the
terms under which they would consider providing postpetition
financing -- the Proposal Letter.

To expedite the postpetition financing, the Debtors propose to
obtain Court approval of the basic terms of the financing as
stated in the Proposal Letter.  Accordingly, the Debtors seek
Judge Gerber's consent of:

   (i) the postpetition financing on the terms provided in the
       Proposal Letter, including approval of the Proposal
       Letter and payment of commitment and other fees and
       expenses upon execution of a commitment letter; and

  (ii) certain Documentation Procedures.

The Proposed Letter provides:

A. Borrowers

   GCL and certain of its U.S. subsidiaries who are Debtors in
   these cases.

B. Guarantors  

   All wholly owned domestic subsidiaries of the Borrowers and
   certain foreign subsidiaries of the Borrowers, to the extent
   legally feasible in their jurisdictions, all of whom are
   Debtors in these Chapter 11 cases.

C. Agents

   GE Capital as Administrative Agent, Documentation Agent and
   Collateral Agent, and Merrill Lynch as Syndication Agent.

D. Lenders

   GE Capital, Merrill Lynch, and other lenders acceptable to
   the Agents.

E. Arrangers

   GECC Capital Markets Group, Inc. and Merrill Lynch.

F. Amount

   Up to $100,000,000, including a Letter of Credit Sub-facility
   of up to $10,000,000.

F. Term

   The earlier of 12 months or the Effective Date.

G. Availability

   The lesser of (i) $100,000,000, or (ii) the sum of (a) up to
   85% of the Borrowers' eligible billed accounts receivable and
   (b) up to 40% of eligible unbilled accounts receivable, less
   reserves, including a dilution reserve to be determined based
   upon historical levels, less, in each of section (i) and (ii),
   $25,000,000 and an up to $7,500,000 carve-out for certain
   unpaid professional fees and other administrative expenses of
   Borrowers in the Chapter 11 cases allowed by the Bankruptcy
   Court on a final basis and certain unpaid fees and expenses of
   the JPLs and their advisors, which are approved by the Supreme
   Court of Bermuda.

H. Use of Proceeds

   For funding working capital and general corporate purposes.

I. Interest

   At the Borrower's option, either (i) absent a default, 1, 2,
   or 3-month reserve adjusted LIBOR plus the Applicable
   Margin(s) or (ii) floating at the Index Rate -- higher of
   Prime or 50 basis points over Fed. Funds -- plus the
   Applicable Margins.

J. Applicable Margins

   (a) Revolver Index Margin 2.00%;
   (b) Revolver LIBOR Margin 3.50%; and
   (c) L/C Margin 3.50%.

K. Fees

   (1) Administrative Fee: $200,000 per annum, payable at
       closing, for the sole account of GE Capital.  If the
       Agents provide post-Effective Date financing to the
       Borrowers and the Borrowers enter into the financing
       prior to December 31, 2003, 25% of the Administrative Fee
       will be credited towards any administrative fee to be
       paid thereunder;

   (2) Commitment Fee: $1,250,000, payable as:

       (a) if the Agents issue a commitment letter with
           availability, as of the closing date of at least
           $75,000,000, net of all reserves:

           -- $750,000 of the commitment fee will be fully
              earned, due, payable and non-refundable upon
              approval of the DIP Facility and issuance of the
              commitment letter for $100,000,000 on the terms
              and conditions set forth in the Proposal Letter,
              and

           -- $500,000 of which will be fully earned, due,
              payable and non-refundable upon acceptance of the
              commitment letter by the Borrowers; or

       (b) if the Agents issue a commitment letter with
           availability, as of the closing date, of less than
           $75,000,000, net of all reserves:

           -- $375,000 of the commitment fee will be fully
              earned, due, payable and non-refundable upon
              approval of the DIP Facility and issuance of the
              commitment letter for $100,000,000 on the terms
              and conditions set forth in the Proposal Letter,
              and

           -- $875,000 of which will be fully earned, due,
              payable and non-refundable upon acceptance of the
              commitment letter by the Borrowers.

   (3) DIP Closing Fee: $2,500,000 payable at closing, against
       which would be credited the Commitment Fee.  If the
       Debtors enter into a post-Effective Date facility with the
       Agents prior to December 31, 2002, any closing fee
       associated therewith will be credited for the lesser of
       25% of the facility closing fee, or $625,000;

   (4) Letter of Credit Fee: equal to the L/C Margin;

   (5) Expense Deposit: $250,000, payable within three days of
       approval of the Proposal Letter by the Bankruptcy Court;

   (6) Unused commitment fee:

        (i) 1% per annum, if the daily average used portion of
            the financing during any month is less than 33 1/3%,

       (ii) 0.75% per annum, if the daily average used portion
            of the financing is greater than or equal to 33 1/3%
            but less than 66 2/3%, and 0.50% per annum, if the
            daily average used portion of the financing during
            any month is greater than or equal to 66 2/3% of the
            total commitment for the DIP Facility, which
            commitment fee will accrue and be payable monthly in
            arrears and on the maturity date.

L. Default Rates

   Up to 2% above the rate otherwise applicable.

M. Security

   Fully perfected first priority security interest in all of
   the existing and after acquired real and personal, tangible
   and intangible assets of the Borrowers, including without
   limitation, all cash, with the exception of restricted cash
   pledged to the Debtors' prepetition lenders consisting of
   $300,000,000 cash, together with all interest thereon;
   provided, however, that the restricted cash:

   (a) will not be pledged, hypothecated or transferred to any
       third party,

   (b) will not be used by the Debtors' without the Agents'
       consent and the cash will be subject to the Agents' liens
       if, as and when it becomes unrestricted, and

   (c) must remain restricted until payment in full of the DIP
       Facility.

   The Collateral will not include any of the shares of stock of
   any direct or indirect subsidiary of GCL or any lien or other
   security interest in approximately $13,000,000 in GCL's bank
   account maintained at Butterfield Asset Management Limited in
   Bermuda, together with all interest and earnings thereon.

   All collateral will be free and clear of other liens, claims,
   and encumbrances, except for prior encumbrances acceptable to
   Agents and subject only to a carve-out of up to $7,500,000 for
   certain unpaid professional fees and other administrative
   expenses of Borrowers in these Chapter 11 cases allowed by
   the Court on a final basis and certain unpaid fees and
   expenses of the JPLs and their advisors.

   The Guarantors would guarantee the obligations of the
   Borrowers.  The Agents would receive a security interest in
   all of the assets of each domestic Guarantor.

N. Priority

   All obligations under the DIP Facility are joint and several
   among the Borrowers and have superpriority over any and all
   other administrative expenses pursuant to Section 364(c)(1)
   of the Bankruptcy Code, subject to the carve-out.

O. Mandatory Prepayments

   Customary mandatory prepayment upon disposition of assets and
   other transactions to be determined.

In connection with the Proposal Letter, the Debtors propose to
follow these procedures in getting approval of the final loan
documentation:

   -- The Debtors will file the final loan documents and a
      proposed order approving the postpetition financing and
      the final documentation with the Court;

   -- The Debtors will provide notice to all parties on the
      service list that the filing has occurred and how to
      obtain printed copies from the Debtors;

   -- Parties-in-interest will have five business days from the
      notice to file and serve an objection to the loan
      documents, which objection will be limited to those
      matters in the final documentation that are either not
      specifically referenced in the Proposal Letter or are
      inconsistent with the Proposal Letter;

   -- If no objections are filed by the deadline, the Debtors
      will submit an order to the Court approving the final
      documentation; and

   -- If an objection is timely filed, the Court will hear the
      objection at the next regularly scheduled hearing.

Mr. Walsh asserts that the Court should approve the proposed
postpetition financing because:

   (a) based on review of comparable financing facilities in
       other cases, no potential lender would be willing to
       provide the Debtors with unsecured financing with respect
       to the DIP Facility;

   (b) the terms of the Proposed Letter were negotiated at arm's
       length between independent third parties, are fair and
       reasonable and are adequate under the circumstances;

   (c) it will provide additional liquidity to the Debtors so
       that they can prosecute their Chapter 11 cases and
       continue to restructure their businesses in preparation
       for emergence;

   (d) the existence of the DIP Facility will enhance the
       Debtors' ability to obtain beneficial economic terms from
       suppliers and vendors and help relieve any uncertainty
       that customers, vendors or suppliers may have about the
       Debtors' reorganization efforts; and

   (e) the DIP Facility includes a letter of credit sub-facility
       for $10,000,000 that allows the Debtors to replace those
       letters of credit that will expire during the course of
       these cases.

Furthermore, Mr. Walsh asserts that the Documentation Procedures
will provide parties-in-interest with sufficient notice of final
documentation concerning the DIP Facility.  In addition, the
Debtors will file all final documentation concerning the DIP
Facility with the Court as soon as it is finalized, and provide
parties-in-interest with notice of the filing of the final
documentation.  The Debtors propose to provide parties-in-
interest with five business days to review the final
documentation and, if appropriate, file an objection.  Currently,
the Debtors expect to file final documentation with the Court on
or before September 5, 2003.  If an objection is timely filed,
the Debtors propose to have a hearing on September 15, 2003.  In
the absence of any timely filed objections, the Debtors will
present a final order approving the DIP Facility to the Court on
September 15, 2003. (Global Crossing Bankruptcy News, Issue No.
45; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAIGHTS CROSS: S&P Rates 2nd Priority Loan & Sr Notes at B-/CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Haights Cross Communications Inc.'s subsidiary Haights Cross
Operating Co.'s $100 million second priority senior secured loan
due 2008, and 'CCC+' rating to the company's privately placed,
$140 million 11.75% senior notes due 2011. Issue proceeds will be
used to refinance HCOC's existing $136.8 million senior
secured credit facility and $62.6 million of 14% senior
subordinated pay-in-kind notes, and add $14 million to cash
balances.

White Plains, N.Y.-based HCC is a supplemental education publisher
serving the school and library markets. As of June 30, 2003, debt,
pro forma for the refinancing, was $240 million, and debt-like
preferred stock was $100 million. Standard & Poor's withdrew its
ratings on HCC's proposed $80 million senior discount notes due
2013 and HCOC's proposed $260 million senior unsecured notes due
2011, both of which are not being marketed. At the same time,
Standard & Poor's affirmed its 'B+' bank loan rating on HCOC and
'B' corporate credit rating on HCC. HCC's $100 million 16% series
B senior preferred stock due 2011 is not being currently redeemed,
as planned in the prior transaction. The revised refinancing
structure will have minimal effect on credit measures as Standard
& Poor's treats the series B preferred stock as debt-like. The
ratings outlook is stable.

"The ratings reflect the company's high debt leverage, recently
soft operating performance, and an uncertain near-term outlook for
higher EBITDA," said Standard & Poor's credit analyst Hal Diamond.
Ratings also consider HCC's portfolio of supplemental educational
and library publishing businesses.

The lack of intermediate-term debt maturities until the $100
million second priority senior secured loan and $30 million
undrawn revolving credit mature in 2008 provide some cushion.
Standard & Poor's is concerned that the company may not be able to
improve operating performance and generate increasing free cash
flow sufficiently in order to service cash dividend payments on
the $100 million 16% series B senior preferred stock, which are
required beginning March 2005. The failure to pay four consecutive
or six quarterly cash dividends would give holders of the
preferred stock the right to elect one additional director to
HCC's board of directors.


HEALTHSOUTH CORP: Makes $117MM Payment for All Past Due Interest
----------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH), as a result of
its improving liquidity from its operations and asset sales, has
paid $117 million, representing all past due interest currently
owed under the Company's various borrowing agreements. The Company
said it currently intends to pay upcoming interest payments.

The Company also announced that it has initiated discussions
regarding an exchange offer for its 3.25% Convertible Subordinated
Debentures which matured on April 1, 2003. A term sheet for the
proposed exchange offer was circulated last week to advisors to
the holders of the Company's Convertible Subordinated Debentures.
The Company owes approximately $344 million in principal to
holders of its Convertible Subordinated Debentures. The Company
expects the exchange offer to be conditioned upon, among other
things, obtaining the requisite consents from its bank lenders and
other noteholders.

"With these interest payments, we have fulfilled not only a legal
but also a moral obligation to our bank lenders and noteholders,"
said Joel C. Gordon, HealthSouth's Interim Chairman. "We
appreciate the time our bank lenders and noteholders have given us
to address our financial situation. Thanks to their support and
patience, in just five months, we have been able to strengthen and
improve our liquidity while protecting and supporting our core
clinical and patient operations."

"We also believe [Tues]day's announcement, in conjunction with the
proposed exchange offer, will help further restore our financial
credibility. In turn, we believe this will help to enhance
HealthSouth's ability to make operational improvements and
implement growth initiatives," concluded Gordon.

HealthSouth said that it had $445 million of cash prior to the
above interest payments. This balance does not include any
proceeds from pending asset sales.

Credit Suisse First Boston LLC is serving as financial advisor to
HealthSouth.

HealthSouth 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.
HealthSouth can be found on the Web at http://www.healthsouth.com  


HOUSE2HOME INC: Creditors' Ballots Due by August 25, 2003
---------------------------------------------------------
On June 18, 2003, the U.S. Bankruptcy Court for the Central
District of California ruled on the adequacy of the Disclosure
Statement prepared by House2Home, Inc. (f/k/a HomeBase, Inc.) and
its debtor-affiliates to explain their Fourth Amended Joint
Liquidating Chapter 11 Plan.  The Bankruptcy Court found that the
Disclosure Statement contains the right kind and amount of
information that creditors need to make informed decisions whether
to accept or reject the Debtors' Plan.

Creditors have until 5:00 p.m., Eastern Time, on August 25, 2003,
to cast their Ballots.  Ballot forms must be delivered, if by U.S.
Mail, to the Debtors' Voting Agent:

        House2Home, Inc.
        c/o King & Associates
        Attn: Glenda Presley
        PO Box 2742
        Carefree, AZ 85377

and if by fax, overnight courier, or hand delivery, to:

        House2Home, Inc.
        c/o King & Associates
        Attn: Glenda Presley
        7301 E. Sundance Trail
        Carefree, AZ 85377
        Tel: 480-595-0064
        Fax: 480-595-2957

A hearing to consider confirmation of the Debtors' Plan will
convene on Sept. 24, 2003, at 11:00 a.m., Pacific Time, before the
Honorable James N. Barr.  

House2Home, Inc. stores offer an expansive selection of specialty
home decor merchandise across four broad product categories --
outdoor living, indoor living, home decor and accessories, and
seasonal goods.  The Company filed for chapter 11 protection on
November 7, 2001, (Bankr. C.D. Calif. Case No. 01-19244).  Oscar
Garza, Esq., at Gibson, Dunn & Crutcher represents the Debtor in
its liquidating efforts.  When the Debtor filed for protection
from its creditors, it listed $181,244,162 in assets and
$192,961,553 in liabilities.


IFCO SYSTEMS: Reports Continued Profitability Improvement for Q2
----------------------------------------------------------------
IFCO Systems N.V. (Frankfurt:IFE1) reports its second quarter and
YTD 2003 results, with the these highlights:

-- Continuing revenues grew by 1.2% to $105.5 million for Q2 2003
   and by 1.2% to $206.3 million for YTD 2003 compared to
   comparable 2002 periods.

-- Adjusted EBITDA increased by 16.8% to $14.4 million for Q2 2003
   and by 20.5% to $27.3 million for YTD 2003 compared to
   comparable 2002 periods.

-- Adjusted EBIT improved by $4.9 million to $6.0 million in Q2
   2003 and by $8.6 million to $11.2 million YTD 2003 compared to
   comparable 2002 periods.

-- YTD 2003 US GAAP net result of $3.1 million, or $0.07 income
   per share.

-- YTD 2003 US GAAP operating cash flows increased 104.4% over YTD
   2002 to $13.8 million

Note: Significant exchange rate volatility has existed since Q1
2002 between the Euro, the U.S. dollar, and the Canadian dollar,
which are our primary functional currencies. Accordingly, unless
otherwise indicated, any references to Q2 2002 or YTD 2002 figures
have been translated to U.S. dollars using applicable 2003
currency exchange rates.

Revenues: Continuing revenues, as mentioned above, which exclude
granulate sales, grew 1.2% to $105.5 million in Q2 2003 from
$104.3 million in Q2 2002. YTD revenues grew 1.2% to $206.3
million from $203.9 million in 2002. Following a new RPC supply
agreement (effective April 2002), granulate sales, which were $2.7
million during Q1 2002, are now excluded from the Company's
revenues.

RPC revenues increased 7.1% to $44.3 million in Q2 2003 from $41.3
million in Q2 2002. YTD revenues increased 2.9% to $86.2 million
in 2003 from $83.8 million in 2002. The RPC business segment made
approximately 63.4 million and 55.2 million trips during Q2 2003
and Q2 2002, respectively, an increase of 14.9%. While our average
trip price has remained nearly unchanged between Q2 02 and Q2 03,
our reported revenue growth has lagged our relative trip
development due to substantial deferrals of invoiced revenues, in
accordance with our revenue recognition policy, as a result of
significantly higher invoiced revenues during Q2 03 as compared to
Q1 03. These deferred revenues will be recognized as revenue in
the subsequent fiscal quarter. YTD trips increased 5.4% to 120.1
million in 2003 from 113.9 million in 2002. The increase in
revenues and trips during Q2 2003 are the result of strong
development in trip volume in all European markets, while our RPC
US trip volume was behind expectations.

As a result of the ongoing RPC replacement and upgrade program,
our global RPC pool level at June 30, 2003 decreased to 65.9
million RPCs from 66.6 million RPCs at March, 31, 2003.

Pallet Services revenues were $56.7 million in Q2 2003 compared to
$57.3 million in Q2 2002, a decrease of 1.2%. YTD revenues were
$111.3 million in 2003 compared to $110.4 million in 2002, an
increase of $0.9 million, or 0.8%. The decrease in revenues were
entirely caused by a decline of the company's custom crating
business, while the pallet recycling business has grown in line
with GDP. The crating business suffered from a depressed demand in
the lawn and garden business, which is the primary industry of our
custom crating business services.

Adjusted EBITDA: Total Adjusted EBITDA (see definition and
reconciliation to reported U.S. GAAP results below), increased by
16.8% to $14.4 million in Q2 2003 from $12.3 million in Q2 2002.
YTD Adjusted EBITDA increased by 20.5% to $27.3 million in 2003
from $22.7 million in 2002. The related margin as a percentage of
continuing revenues increased by 1.8 percentage points to 13.6% in
Q2 2003 from 11.8% in Q2 2002 and increased by 2.2 percentage
points to 13.3% for YTD 2003 from 11.1% YTD 2002.

RPC Adjusted EBITDA increased by 39.4% to $11.1 million in Q2 2003
from $8.0 million in Q2 2002. YTD Adjusted EBITDA increased by
27.2% to $20.4 million in 2003 from $16.1 million in 2002. The
related margin as a percentage of revenues grew by 5.8 percentage
points to 25.1% in Q2 2003 from 19.3% in Q2 2002 and by 4.5
percentage points to 23.7% for YTD 2003 from 19.2% for YTD 2002.
The margin improvements resulted from strong trip volume related
economies of scale in Europe, lower operating costs due to further
logistics improvements, and continued aggressive management of
SG&A costs.

Pallet Services Adjusted EBITDA decreased by 10.9% to $4.4 million
in Q2 2003 from $4.9 million in Q2 2002. YTD Adjusted EBITDA
decreased by 1.2% to $8.8 million in 2003 from $8.9 million in
2002. The related margin as a percentage of revenues also
decreased to 7.7% in Q2 2003 (7.9% YTD 2003) from 8.6% in Q2 2002
(8.1% YTD 2002). The reduction of the Adjusted EBITDA was only
caused by our custom crating business, due to reduced volume and
unusually higher material costs for lumber, while the Adjusted
EBITDA in pallet recycling business grew.

Gross Profit as a percentage of related revenues increased to
15.8% in Q2 2003 from 12.3% in Q2 2002. YTD gross profit as a
percentage of related revenues increased to 15.1% in 2003 from
12.9% in 2002.

Selling, general and administrative costs declined to $10.4
million, or 9.9% of revenues in Q2 2003, compared to $11.7
million, or 11.3% of revenues, in Q2 2002. YTD 2003 costs declined
to $19.6 million, or 9.5% of revenues, compared to $23.7 million,
or 11.6% of revenues, for YTD 2002. These decreases reflect
continuing aggressive management of all expenses categories.

Results of Discontinued Operations. Two lawsuits have recently
been filed against IFCO and certain of our subsidiaries based upon
alleged emissions of toxic substances from an industrial container
reconditioning facility in Chicago, Illinois, formerly operated by
our Chicago subsidiary. The Company has accrued $1.0 million
during Q2 03 based on our best current estimate of the legal and
other costs which we may be required to pay in defending these
lawsuits. While the Company maintains its belief that its
environmental insurance policy should be available to address
claims under the lawsuits, thus far, the carrier has agreed to
defend only certain of our North American holding companies under
a reservation of rights. The Company may be exposed to additional
costs relating to these lawsuits, which are not currently
estimable.

Headcount: The Company employed 3,045 personnel in its continuing
operations at June 30, 2003, as compared to 3,202 personnel at
June 30, 2002.

Liquidity and Cash Flows: The Company's cash and cash equivalents
decreased to $10.9 million as of June 30, 2003, from $16.9 million
as of December 31, 2002. However, the Company has reduced its
total debt levels, including capital lease obligations, by
approximately $10.3 million during the six months ended June 30,
2003, to $114.1 million. Liquidity, which is defined as cash and
cash equivalents on hand plus available borrowings, as of August
8, was $16.1 million.

Operating activities provided $13.8 million in cash during the
first six months of 2003 compared to $6.8 million during the
comparable period in 2002, an improvement of $7.1 million, or
104.4%. While operating cash flow before changes in operating
assets and liabilities increased by $11.2 million to $19.7 million
during 2003, working capital used a total of approximately $5.8
million in cash during the six months ended June 30, 2003. This
increase in operating assets and liabilities for the first half of
2003 is principally the result of increased levels of accounts
receivable due to the strong sequential development in our RPC
revenues.

Net cash used by investing activities was $13.1 million for the
first six months of 2003 compared to $29.8 million provided during
the comparable period in 2002. This variance was primarily the
result of the Company's receipt of $36.8 million in cash from the
sale of a discontinued business segment in Q1 2002. Capital
expenditures increased 39.1% in 2003 to $13.1 million, compared to
$9.4 million in 2002. This increase in capital expenditures is due
to the accelerating rollout of the Company's RPC upgrade program
in Europe and is in line with management expectations.

Net cash used in financing activities was $7.8 million during the
first six months of 2003 compared to $29.5 million used in
financing activities during the comparable period in 2002. This
variance was primarily the result of the paydown of approximately
$36.8 million in debt in Q1 02 following the Company's receipt of
cash from the sale of a discontinued business segment, offset by
significant borrowings earlier in Q1 2002.

Karl Pohler, IFCO Systems' CEO, said: "While we have experienced
relatively flat revenue development on a group level, we are happy
to see continuous improvements in the Company's profitability and
are encouraged by the strong demand of our European RPC business.
We are confident we will maintain this positive earnings trend
during the remainder of 2003."

The Second Quarterly Report 2003 will be filed with the Deutsche
Borse AG and the SEC on or about August 12, 2003, and will be
available at http://www.ifco.deor http://www.ifcosystems.com  

                          *      *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's withdrew its double-'C' bank loan rating on IFCO Systems
N.V.'s $178 million secured bank credit facility.

At the same time Standard & Poor's withdrew its corporate credit
and subordinated debt ratings on the company, which was lowered to
'D' on March 15, 2002, after IFCO failed to make its interest
payment on its 10.625% senior subordinated notes due 2010.


INTEGRATED HEALTH: Court Approves Stipulation with Sysco Corp.
--------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtained the Court's approval of a Stipulation with Sysco
Corporation settling the remaining Sysco prepetition claims.

                         Backgrounder

Prior to the Petition Date, Sysco Corporation provided food
distribution services to hospitals and skilled nursing facilities
operated by the Integrated Health Debtors throughout the country.
These services include coordination of the deliveries of foods
that the Debtors purchased from third parties and directly from
Sysco.

On July 27, 2000, the Sysco Entities filed 40 proofs of claim,
which asserted $1,159,754.31 in secured claims and $5,845,179.67
in unsecured, non-priority claims.  The secured portion of the
Claims was premised on the Sysco Entities' alleged reclamation
claims against the Debtors.  The Debtors and the Sysco Entities
resolved the secured/reclamation portion of the Claims in a
stipulation approved by the Court on June 6, 2000.  Pursuant to
the Reclamation Stipulation, the Debtors were required to pay the
Sysco Entities $1,216,149.29 in full and complete satisfaction of
the secured/reclamation portion of the Sysco Claims.

The Debtors and the Claimants agreed to settle the Sysco Entities'
remaining prepetition claims rather than bear the costs and risks
associated with litigation.  Accordingly, the parties agreed that
the Sysco Entities will have an allowed, general unsecured claim
for $3,387,562.58.  Thus, the Debtors ask the Court to approve the
Sysco Stipulation settling the remaining Sysco prepetition claims.

Pursuant to the Stipulation, except for the Allowed Claims, all
other debts or obligations evidenced by the Sysco Claims and the
Debtors' schedules, and any and all other prepetition claims that
the Sysco Entities may have against the Debtors, are disallowed.
The parties have further agreed that all distributions made on
account of the Allowed Claims will be made to Sysco Corporation.

The Sysco Entities agree that Sysco Corporation will, in turn,
make distributions to the Sysco Entities pro rata based on the
amount of each Sysco Entities' claim.  The Sysco Entities further
agree that they will hold the Debtors harmless for any failure on
Sysco Corporation's part to distribute any Distributions received
from the Debtors. (Integrated Health Bankruptcy News, Issue No.
62; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INTERPUBLIC GROUP: Second Quarter Net Loss Stands at $13 Million
----------------------------------------------------------------
The Interpublic Group of Companies, Inc. (NYSE:IPG), reported its
financial results for the second quarter ended June 30, 2003.

Financial Performance

-- For the quarter, the company reported a net loss of $13.5
   million or $.04 per share.

-- Continuing operations generated a loss of $.06 per share,
   while discontinued operations contributed $.02 per share.

-- Restructuring and long-lived asset impairment charges penalized
   operating earnings by $105.4 million.

-- Revenue increased slightly in the quarter including the benefit
   of currency translation.

-- Organic revenue performance improved sequentially in the second
   quarter, declining 3.0%, compared to a larger decline in the
   first quarter.

-- Domestic organic revenue increased 1.4%, a significant
   improvement over previous quarters.

Debt and Liquidity

-- Debt at June 30 was $2.7 billion, compared to $2.95 billion a
   year earlier and the ratio of debt to total capital continued
   to decline.

-- The sale of NFO was completed July 10. The transaction
   generated $400 million in cash and equity securities valued at
   $35.4 million at closing. For reporting purposes, NFO was
   reclassified as a discontinued operation, and prior periods
   have been restated accordingly.

-- On August 8, the company used part of the proceeds from NFO to
   repay $142.5 million principal amount of term loans, which had
   the highest interest rates of all of Interpublic's debt.

-- Cash flow from operations and cash generated from improvements
   in working capital will be used to further reduce debt by the
   end of 2003.

David Bell, Chairman and CEO, The Interpublic Group, commented:
"As I have indicated previously, Interpublic is in the early
stages of a turnaround.

"Our results this quarter hold no surprises. We delivered on our
pledge to strengthen the balance sheet and further improve
liquidity. The restructuring actions we promised are underway and
will yield savings in future quarters. Setting aside restructuring
costs and other specified items, the underlying performance of our
ongoing operations appears to be stabilizing and we saw
encouraging organic growth performance in the United States. We
also delivered on our promise to launch a company-wide Organic
Growth Initiative and to begin upgrading management talent at a
number of our companies.

"We continue to believe that the back half of this year and the
first six months of 2004 will finally provide a firm benchmark
from which to assess Interpublic's future prospects."

Revenue grew less than one percent in the second quarter to $1.5
billion. Although many operations continued to experience weak
demand for services, revenue comparisons benefited from foreign
currency translation. To calculate constant currency results, the
company applies the current period translation exchange rate to
local currency results for the current and year-earlier periods.
On this constant currency basis, operating revenue declined 3.6%
in the second quarter.

Organic revenue--defined as revenue in constant currency adjusted
for acquisitions and dispositions--fell 3.0% in the second
quarter. In the United States, reported revenue increased 1.7%,
while organic revenue increased 1.4%.

In international markets, revenue declined 0.7%. In constant
currency, international revenue declined 9.6%, while organic
revenue fell 8.1%.

                    Revenue by Discipline

Advertising and media revenue increased 1.4% to $970 million in
the second quarter. Advertising and media revenue remained flat in
the United States at $500 million. In international markets,
reported revenue increased 2.8% to $470 million, as the benefit of
foreign currency translation masked continuing softness in demand.

Marketing services revenue fell 0.8% to $529 million. In the
United States, marketing services revenue increased 4.1% to $336
million, while international marketing services revenue fell 8.3%
to $193 million.

                         New Business

Interpublic's agency brands posted $319 million of net new
business in the second quarter. Gross new business wins totaled
$1.1 billion, including Capital One, Rainbow Satellite, AG
Edwards, L'Oreal Plenitude, Macy's, Symbicort (Astra Zeneca), Dell
Computer, Sony PlayStation and the Coffee Growers of Colombia.

Losses in the period totaled $778 million, approximately half of
which were represented by previously reported account shifts at
Abbott Labs, Burger King and Pfizer.

Significant wins already announced in the third quarter include
Monster.com, Samsung and John Deere.

                      Operating Expenses

Salary and related expenses increased 4.7% in the second quarter
to $878.4 million, reflecting in part the impact of currency
translation. Since year-end 2002, headcount has declined from
46,900 to 44,500.

Office and general expenses were also affected by currency
translation, increasing 5.4% to $459.6 million. Included in
general expenses are higher professional fees related to audit and
legal matters. These fees totaled $37.6 million, compared to $22.9
million in the second quarter of 2002.

In addition, the company recorded an $11.0 million charge related
to the impairment of long-lived assets at its MotorSports
division. Including this charge, the MotorSports division reported
an operating loss of $21.0 million in the second quarter.

                      Restructuring Initiative

During the second quarter of 2003, the company announced that it
would undertake restructuring initiatives, including severance and
lease terminations. The total amount of pre-tax charges the
company expects to incur, over several periods, is up to
approximately $200 million. In the second quarter, in connection
with this plan, the company recorded a pre-tax restructuring
charge of $94.4 million in charges ($61.6 million after tax), of
which $88.6 million will be cash.

Further actions in this restructuring program will be undertaken
in the third and fourth quarters of 2003. The company expects
annualized savings from the full restructuring program to be
approximately $140 - $150 million.

                 Non-Operating Expenses and Taxes

Interest expense increased 25% to $46.1 million in the quarter,
reflecting the issuance of $800 million 4.5% convertible notes on
March 11, the proceeds of which were used in part to redeem the
company's zero-coupon notes on April 4. Higher average cash
balances generated interest income of $10.2 million during the
period, compared to $8.1 million in the 2002 quarter.

Interpublic periodically reviews the carrying value of its equity
investments to determine whether the amounts are consistent with
market value. In the second quarter review, Interpublic determined
that certain equity investments had become impaired, and incurred
a non-cash charge of $9.8 million to adjust the carrying value of
these assets.

The company's tax rate in the second quarter was negatively
impacted by restructuring charges, long-lived asset impairment
charges and non-deductible equity impairment charges.

                     Debt and Liquidity

On June 30, 2003, Interpublic's total debt was $2.7 billion,
compared to $2.95 billion a year earlier.

Cash and equivalents totaled $700 million on June 30. On July 10,
Interpublic received $400 million in cash and equity securities
valued at $35.4 million in exchange for the assets of NFO
WorldGroup, a market research concern.

On August 8th, the Company repaid $142.5 million of principal
amount of term loans bearing interest rates of 8% to 10%. In
addition to the principal amount paid, the company paid a
prepayment penalty of $24.5 million, which will be recorded as a
charge in the third quarter.

                     Outlook and Guidance

Business conditions remain difficult, particularly in
international markets. In the United States, however, client
management is increasingly focused on investing in marketing
instead of cutting costs. This psychological shift could represent
an inflection point which could produce a positive impact on
revenue trends within six months. While revenue comparisons
improved sequentially in the second quarter, the company's cost
structure must be further reduced to generate improved profit
margins. Actions in the continuing restructuring program during
the third and fourth quarters will contribute to these efforts.

As part of its turnaround plan, new management has begun to
transform the company's culture, simplify its structure,
significantly improve financial systems and re-cast leadership
within a number of operating units. The accelerating pace of
change relative to these priorities will enhance long-term
shareholder value, but entail less short-term clarity and
potentially higher costs.

In light of this complex set of variables, and a business
environment that remains challenging, the company has decided to
withdraw previous earnings guidance.

Interpublic is one of the world's leading organizations of
advertising agencies and marketing services companies. Its four
global operating groups are McCann-Erickson WorldGroup, The
Partnership, FCB Group and Interpublic Sports and Entertainment
Group. Major global brands include Draft, Foote, Cone & Belding
Worldwide, Golin/Harris International, Initiative Media, Lowe &
Partners Worldwide, McCann-Erickson, Octagon, Universal McCann and
Weber Shandwick Worldwide.

As reported in Troubled Company Reporter's May 16, 2003 edition,
Fitch Ratings downgraded the following debt ratings for The
Interpublic Group of Companies, Inc.: senior unsecured debt to
'BB+' from 'BBB-', multi-currency bank credit facility to 'BB+'
from 'BBB-', convertible subordinated notes to 'BB-' from 'BB+'.
The short-term debt rating is lowered to 'B' from 'F3' and has
been withdrawn. The Rating Outlook remains Negative.

Approximately $2.7 billion of debt is affected by this action.


INVENTRONICS LTD: Reports Improved Second Quarter 2003 Results
--------------------------------------------------------------
Inventronics Limited (IVT:TSX), a designer and manufacturer of
custom metal enclosures for the communications, electronics and
other industries, announced that aggressive cost cutting has
helped the Corporation achieve a dramatic reduction in its second-
quarter loss, while significantly improving gross margins.

Inventronics achieved a $602,000 or 36-per-cent reduction in
ongoing fixed costs in the second quarter, compared to the same
period a year earlier. The fixed-cost reductions through the first
half of 2003 have totaled $1.1 million. Inventronics also achieved
$257,000 of additional second-quarter savings through various
efficiency initiatives, and coupled with similar gains in the
first quarter, the first-half efficiency savings were $490,000.

The combined savings from fixed-cost reductions, efficiency gains,
and a 16-per-cent reduction in selling and administrative
expenses, totalled $859,000 in the second quarter and almost $1.7
million throughout the entire first half. Much of these savings
helped Inventronics to almost triple its second-quarter gross
margin before depreciation to 17 per cent from six per cent in
2002.

Inventronics achieved positive though modest cash flow in the
second quarter and EBITDA of $155,000. The second-quarter net loss
was reduced to $266,000 (4 cents a share) in 2003 from $3.4
million (50 cents a share) in 2002, and the six-month net loss
stands at $757,000 in 2003 compared to $4.2 million in 2002.

Second-quarter sales increased eight per cent to $3,531,000
compared to $3,281,000 in the first quarter of 2003. The
Corporation's six-month sales of $6,812,000 in 2003 were still
well below the $14,581,000 achieved in 2002 as a result of
continued spending constraints in the telecom sector, and further
delays in capital projects in other industries that Inventronics
has identified through its customer and market diversification
efforts.

More than $3.4 million of the reduction in sales resulted from a
contract alteration with the Corporation's principal customer,
wherein the customer now direct-purchases components instead of
Inventronics purchasing and invoicing for these items at no net
margin.

The rapid strengthening of the Canadian dollar against the U.S.
currency has offset some of the significant margin improvements
that Inventronics achieved in 2003. Most of the Corporation's
revenues are denominated in U.S. funds and as a result, currency
conversion cost Inventronics approximately $159,000 in the second
quarter and $277,000 through the first half of the year.

"We are pleased with the impact that Inventronics' restructuring
and cost-reduction programs are having on the Corporation's
operating results," said Dan Stearne, President and CEO.

"The programs have significantly reduced our losses and brought us
much closer to being profitable again," Mr. Stearne added.
"However, despite some encouraging signs to the contrary, spending
in the telecommunications sector remains depressed. This
highlights the importance for Inventronics to remain focused upon
tight cost controls and the generation of more sales outside the
telecom sector."

At June 30, 2003, the Company's balance sheet shows that its
working capital has narrowed to about $756,000 from about $1.3
million six months ago. Likewise, the Company's net capital is
down to $4.6 million from $5.4 million six months ago.

Inventronics Limited designs and manufactures custom metal
enclosures and related products for a growing variety of customers
in the telecommunications, electronics, cable television, electric
utilities, computer services and energy resources industries
throughout North America. Inventronics' enclosures are
sophisticated products that address a variety of customer concerns
including security, protection from the outside environment,
ventilation and thermal management, noise abatement, aesthetics
and styling, electromagnetic compatibility, seismic compatibility
and component integration. The Corporation owns its ISO 9001-
registered production facility in Brandon, Manitoba, and has sales
and corporate offices in Calgary, Alberta.

Shares of Inventronics trade on the Toronto Stock Exchange under
the symbol "IVT." For more information about the Corporation, its
products and its services, go to http://www.inventronics.com  

Inventronics' 2003 second-quarter results will be filed with SEDAR
at http://www.sedar.com/by August 29, 2003.  


J.C. PENNEY: Red Ink Continued to Flow in Second Quarter 2003
-------------------------------------------------------------
J. C. Penney Company, Inc., (NYSE:JCP) reported a second quarter
loss of $0.02 per share compared with a loss of $0.05 per share in
last year's quarter.

Allen Questrom, Chairman and Chief Executive Officer said, "I am
pleased with the rebound in Department Stores and encouraged by
the turnaround in Catalog/Internet sales. Eckerd's sales and
operating profits were clearly disappointing. As we begin the
second half, we anticipate benefits from a more favorable consumer
environment supported by the positive impacts that the tax package
will have on our customers. We believe our Department Store and
Catalog/Internet business will continue to improve in the second
half, beginning with the back-to-school selling season. This
improvement reflects greater experience working with our
centralized business model, and delivering a more compelling value
to both Department Store and Catalog/Internet customers. At
Eckerd, we are making changes to improve the business, but
recognize that it will take time for these changes to register
with our customers. Accordingly, Eckerd's operating profits are
likely to be below last year's level in the third quarter, and
about equal to last year's profit in the fourth quarter. On a
consolidated basis, we currently expect third quarter earnings to
be in the range of $0.25 to $0.30 per share, and the full year to
be in the range of $1.25 to $1.35 per share."

                  Department Stores and Catalog

Second quarter LIFO operating profit more than doubled to $51
million compared with $22 million last year, an increase of 80
basis points as a percent of sales. Comparable department store
sales increased 2.1 percent in a challenging retail environment.
All merchandise divisions had comparable store sales increases.
Catalog/Internet sales increased 3.9 percent, representing the
first quarterly sales gain in three years. Sales benefited from
improved print media, including a positive early customer response
to the Fall/Winter Big Book. In addition, Internet sales continue
to experience strong growth, increasing by more than 60 percent
during the quarter and 40 percent year-to-date.

Department Stores and Catalog gross margin decreased by 20 basis
points as a percent of sales, reflecting a more aggressive
merchandise clearance strategy. Comparable department store
inventory levels increased about three percent over last year, and
are balanced and in line with current sales expectations. SG&A
expense dollars were $22 million lower than last year, and were
leveraged, improving by 100 basis points as a percent of sales.
The decrease related primarily to salary savings and lower Catalog
expenses that more than offset transition costs for the new store
distribution network and higher non-cash pension expense.

                        Eckerd Drugstores

LIFO operating profit was $54 million in this year's second
quarter compared with $73 million last year. Operating profit
margin decreased by 60 basis points as a percent of sales. Total
drugstore sales increased 2.3 percent. Comparable store sales
decreased 0.8 percent during the quarter, with pharmacy sales
increasing 1.7 percent and non-pharmacy, or front-end, sales
decreasing 6.0 percent. Pharmacy sales were negatively impacted by
approximately 430 basis points from the effects of higher generic
dispensing rates and other changes in branded drugs. The best
performing front-end categories for the quarter were seasonal
items and over-the-counter medications, while photo and cigarette
sales declined significantly. Eckerd's sales reflect increased
competitor store openings, particularly in Florida and south
Texas, coupled with execution issues. These issues are being
addressed through merchandise and marketing changes, as well as a
more competitive store opening program beginning in 2003.

Gross margin for the quarter decreased by 40 basis points as a
percent of sales. Gross margin for the quarter includes a LIFO
charge of $11 million compared with a charge of $9 million last
year. SG&A expenses increased 3.2 percent and were not leveraged
as a percent of sales.

                       Other Unallocated

Other unallocated in this year's second quarter was a net credit
of $11 million. The credit includes $30 million of real estate
gains on the sale of closed department store facilities and the
charges include $24 million of previously announced Catalog
restructuring and department store closings.

                       Financial Condition

The Company's financial condition and liquidity remain strong. At
the end of the quarter, cash investments were approximately $2.6
billion and represented in excess of 40 percent of long-term debt.
Capital expenditures are currently expected to be at the lower end
of previous guidance of $900 million to $1.1 billion. Full year
free cash flow is expected to be in line with previous guidance.

J. C. Penney Corporation, Inc., the wholly-owned operating
subsidiary of the Company, is one of America's largest department
store, drugstore, catalog, and e-commerce retailers, employing
approximately 230,000 associates. As of July 26, 2003, it operated
1,040 JCPenney department stores throughout the United States,
Puerto Rico, and Mexico, and 56 Renner department stores in
Brazil. Eckerd Corporation operated 2,710 drugstores throughout
the Southeast, Sunbelt, and Northeast regions of the U.S. JCPenney
Catalog, including e-commerce, is the nation's largest catalog
merchant of general merchandise. J. C. Penney Corporation, Inc. is
a contributor to JCPenney Afterschool Fund, a charitable
organization committed to providing children with high quality
after school programs to help them reach their full potential.

As reported in Troubled Company Reporter's July 3, 2003 edition,
Fitch Ratings affirmed the 'BB+' rating on J. C. Penney Co.,
Inc.'s $1.5 billion secured bank facility, the 'BB' rating on
Penney's senior unsecured notes, and the 'B+' rating on the
company's convertible subordinated notes. In addition, the 'B'
commercial paper rating of J.C. Penney Funding Corp., was
withdrawn. The Rating Outlook was revised to Negative from Stable.
Approximately $5.8 billion of debt is affected by the rating
actions.


JH WHITNEY: Fitch Further Junks Class D Sec. Notes Rating to C
--------------------------------------------------------------
Fitch Ratings downgrades the class D junior subordinated
participating secured notes issued by J.H. Whitney Market Value
Fund, L.P., a market value collateralized debt obligation. At this
time Fitch also affirms the ratings for the class B notes and the
class C notes. These rating actions are effective immediately.

-- $38,900,000 class B first senior subordinated secured notes
   affirmed at 'BBB';

-- $25,000,000 class C second senior subordinated secured notes
   affirmed at 'B';

-- $25,000,000 class D junior subordinated participating secured
   notes downgraded to 'C' from 'CC'.

Fitch previously downgraded the class D notes on Feb. 25, 2002
from their original rating of 'B' to 'CCC+'. The downgrade was due
to a significant decline in the market value of the fund's assets,
which caused J.H. Whitney Market Value Fund, L.P. (the fund) to
fail its class D overcollateralization test on Jan. 18, 2002.
Since the fund was unable to cure the original failure of the
class D OC test within the 10 business day grace period, the
trustee provided a notice to note holders on March 11, 2002 that
the fund was formally in default.

Due to the ongoing stress on the market prices of the portfolio
assets, the fund began to fail its class C OC test on July 12,
2002. On Sept. 10, 2002 Fitch downgraded the class D notes from to
'CC' from 'CCC+', as well as class C notes to 'B' from 'BB'. At
the July 25, 2003 measurement date, the latest valuation report
available, the class C OC test failed by a margin of $1,500,000,
while the class D OC test failed by a margin of $22,000,000. The
fund also continues to fail its minimum net worth test as of the
latest applicable measurement date, March 31, 2003.

Given that the fund has an ongoing default, none of the notes
below the senior most class may receive current interest payments.
Instead, proceeds are used to pay down the senior most notes
outstanding. As of April 2003, the class A notes were paid down
completely. The class B notes are currently the controlling class,
receiving all proceeds to pay current interest and principal. At
this time, all interest payments to the class C, D and E notes are
blocked. These notes will not receive any current interest unless
the controlling class waives the event of default. Additionally,
the event of default gives the controlling class the right to give
the trustee notice of acceleration that would cause a liquidation
of all the portfolio assets, and the notes to become due and
payable.

The rating action at this time reflects the less liquid nature of
the fund's assets due to the ongoing redemption of the notes and
their inability to support the class D notes at their current
market value. As of the July 25, 2003 valuation date, the market
value of the assets was approximately $75,800,000 and the total
amount of rate notes outstanding through the class D notes was
$88,900,000.

Whitney Market Value Management Co. continues to review
alternatives with the controlling class to look for opportunities
to maximize the value of the assets. Fitch originally rated the
liabilities of J.H. Whitney Market Value Fund, L.P. on March 31,
1999.


KOSA B.V.: S&P Keeps Watch over Likely DuPont Interiors Merger
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on polyester producer KoSa B.V. on CreditWatch with
developing implications.

Houston, Texas-based KoSa has about $664 million of total debt
outstanding.

"The CreditWatch placement follows the announcement that KoSa's
parent, Koch Industries Inc. has entered into exclusive
negotiations with E.I. DuPont de Nemours & Co. regarding the
possible purchase of DuPont's DuPont Textiles & Interiors (DTI)
business," said Standard & Poor's credit analyst Franco DiMartino.
DTI, with about $6.5 billion in sales, consists of DuPont's nylon
fiber, polyester fiber and Lycra brand fiber businesses. In
addition, Koch subsequently revealed that it could combine DTI
with its KoSa B.V. polyester business, although the structure of
any such combination and related financing plan have not been
announced. "Accordingly," said Mr. DiMartino, "the ratings on KoSa
could be lowered, affirmed, or raised depending on the financial
structure of the proposed transaction, as well as following a full
assessment of the business profile of the combined entity."

KoSa, with about $2.5 billion in annual sales, is one of the
world's largest polyester producers with operations in
polyethylene terephthalate packaging resins, technical fibers, and
polyester intermediates. While competition in many of these
segments is intense and often based primarily on price, KoSa
benefits from diversity across polyester products, global scale
and vertical integration.

Standard and Poor's said that it will continue to monitor
developments and will resolve the CreditWatch listing as more
information is made available.


LEAP WIRELESS: Court Fixes September 2 Supplemental Bar Date
------------------------------------------------------------
Pursuant to Rule 3003(c) of the Federal Rules of Bankruptcy
Procedure, Leap Wireless International Inc., and its debtor-
affiliates ask the Court to set a supplemental bar date -- a
deadline by which all known and unknown persons who didn't receive
actual notice of the first bar date must file their claims.

According to Robert A. Klyman, Esq., at Latham & Watkins, in Los
Angeles, California, subsequent to filing the Schedules and
Statements of Financial Affairs, the Debtors discovered the
existence of Possible Claimants and that the Debtors had not
mailed the Notice to that small group.

The Debtors ask the Court to fix a supplemental Bar Date for the
Possible Claimants that is 30 days after the service of the
Supplemental Bar Date Notice.  This will be the final date and
time by which the Possible Claimants must file a proof of claim
in these cases.  The proposed Supplemental Bar Date does not
extend the Bar Date for any other creditors.

Mr. Klyman asserts that the circumstances of these cases justify
fixing the Supplemental Bar Date.  The Debtors and their estates
need to be in position to determine the amount of claims asserted
against them as soon as possible.  In addition, the Debtors
participated in intense negotiations with the Informal Vendor
Debt Committee and the Official Unsecured Creditors' Committee to
prepare a pre-negotiated plan of reorganization.  The Debtors
have amended Plan and disclosure statement accompanying the Plan.

The proposed Supplemental Bar Date will provide the Debtors with
an opportunity prior to Plan confirmation to review all claims
and provide notice to any objection to the Potential Claimants,
Mr. Klyman maintains.

                       *     *     *

Judge Adler requires each of the Possible Claimants holding a
Claim against any of the Debtors to file, with respect to each of
the Debtors against which a Claim is asserted, a separate,
completed and executed a proof of claim on account of any and all
Claims the Potential Claimant holds or wishes to assert against
each Debtor or its property on or before the Supplemental Bar
Date, which is 35 days from the entry of this Order on the
Possible Claimants or September 2, 2003. (Leap Wireless Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


LORAL SPACE: Gets Okay to Hire Key Consulting for Financial Advice
------------------------------------------------------------------
Loral Space & Communications Ltd., and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ Key Consulting, LLC as
their financial consultants in connection with the commencement
and prosecution of their chapter 11 cases.

The professionals at Key Consulting are experienced financial
consultants, with extensive background in the areas of financial
planning and reporting and the design of financial instruments.

In this retention, the Debtors expect Key Consulting to:

     a. assist Greenhill in connection with the development of a
        range of strategic alternatives, including,
        specifically, appropriate debt reduction strategies and
        contingency planning;

     b. assist the Debtors in developing materials necessary to
        analyze information related to the generation of
        revenues and profits and cash flows among the Debtors'
        various business units;

     c. assist the Debtors in identifying and assessing the
        significant assumptions and business and financial
        strategies underlying the budget and financial
        projections in the Debtors' business plan;

     d. update the Debtors' lenders and the lenders' advisor as
        to the progress of the development of the Debtors'
        business plan and of any material developments in the
        Debtors' business or financial condition;

     e. assist the Debtors in the formulation of the scope and
        form of items to be included in the Debtors' additional
        periodic reports that may be required pursuant to any
        amendments to the Debtors' bank agreements;

     f. assist the Debtors in negotiations with other parties in
        interest, including the Debtors' current lenders;

     g. assist the Debtors in assessing methods and systems for
        developing budgets, collecting and presenting financial
        information and preparing financial and other
        projections;

     h. attend and participate in hearings and meetings on
        matters within the scope of the services to be performed
        under the Key Agreement; and

     i. provide advice and recommendations with respect to other
        related matters as the Debtors or their professionals
        may request from time to time and as may be agreed to by
        Key.

Key Consulting, at the request of the Debtors and as agreed to by
Key, may provide additional financial consulting services deemed
appropriate and necessary to the benefit of the Debtors' estates.

Key has agreed to provide services to the Debtors at the rate of
$5,000 per day or $500 per hour for partial days and for
reimbursement of all reasonable and necessary expenses.

Loral Space & Communications Ltd., headquartered in New York, New
York, and together with its affiliates, is one of the world's
leading satellite communications companies with substantial
activities in satellite-based communications services and
satellite manufacturing. The Company filed for chapter 11
protection on July 15, 2003 (Bankr. S.D.N.Y. Case No. 03-41710).  
Stephen Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from its creditors, it
listed $2,654,000,000 in total assets and $3,061,000,000 in total
debts.


M/I SCHOTTENSTEIN: Board Declares Fourth Quarter Cash Dividend
--------------------------------------------------------------
M/I Schottenstein Homes, Inc.'s (NYSE: MHO) board of directors
declared a cash dividend of $0.025 per share for the fourth
quarter of 2003.  The dividend is payable on October 23, 2003 to
stockholders of record on October 1, 2003.

M/I Schottenstein Homes, Inc. is one of the nation's leading
builders of single-family homes, having sold over 53,000 homes.  
The Company's homes are marketed and sold under the trade names
M/I Homes and Showcase Homes.  The Company has homebuilding
operations in Columbus and Cincinnati, Ohio; Indianapolis,
Indiana; Tampa, Orlando and Palm Beach County, Florida; Charlotte
and Raleigh, North Carolina; Virginia and Maryland.

As reported in Troubled Company Reporter's June 11, 2003 edition,
Fitch Ratings affirmed the implied rating of 'BB' for the senior
unsecured debt of M/I Schottenstein Homes, Inc. The rating
applied to the unsecured bank credit facility. The 'B+' rating
for the company's senior subordinated notes was affirmed. The
Rating Outlook is Stable.

The ratings reflect MHO's healthy financial structure, solid
coverages and strong operating performance consistent with the
current point in the housing cycle. The company's debt-to-EBITDA
of 0.6 times and debt-to-capital ratio of approximately 19% are
considered conservative for the rating and enhance financial
flexibility in the event of an economic downturn. The rating
incorporates the potential for leverage to rise from current
levels.


MASTEC INC: Reports Above-Estimates Second Quarter 2003 Earnings
----------------------------------------------------------------
MasTec, Inc. (NYSE: MTZ) (S&P, BB Corporate Credit Rating,
Negative) announced results for the second quarter of 2003.

For the quarter ended June 30, 2003, the Company had revenue of
$209.1 million and a net income of $2.8 million, compared with
revenue of $213.0 million and net income of $1.8 million for the
comparable quarter of 2002. Net income per share was $0.06 and
$0.04 for the quarters ended June 30, 2003 and 2002, respectively.

Austin J. Shanfelter, President and CEO stated, "We are pleased
with the second quarter earnings performance. These results
represent solid evidence, as can be seen in our improving margins
and growth, that our restructuring activities in the fourth
quarter of 2002 were successful. A visible trend has emerged that
has set the stage for increasing profitability and cash flow."

For the third quarter of 2003, MasTec expects revenue to be from
$230 million to $245 million with earnings per share between $0.11
and $0.13. Included in the third quarter earnings estimate is a
one time gain, net of costs to close, on the sale of certain non-
operating international assets in the amount of $0.02 per share.
Looking forward to the entire year, we expect revenue ranging from
$825 to $870 million and EPS ranging from $0.22 to $0.28 per
share. Additionally, the Company expects an EBITDA margin of 10%
by year end.

At the end of the second quarter of 2003, the Company had no
outstanding draws on its credit facility and was in full
compliance with all of the respective covenants. Cash was used to
fund MasTec's ongoing expansion efforts with several customers.
"We are very encouraged that the strong top line growth was
supported by cash flows from operations," said Donald P.
Weinstein, MasTec's Executive Vice President and CFO.


MIRANT CORP: Turning to Blackstone Group for Financial Advice
-------------------------------------------------------------
In October 2002, the Mirant Debtors retained Blackstone Group LP
to assist them in the evaluation of strategic alternatives and to
render financial advisory services in connection with their
restructuring efforts.  Since its retention, Blackstone has
provided financial advisory services in connection with the
commencement of the Debtors' Chapter 11 cases.  The Debtors
expect that Blackstone, in its role as financial advisor, will
continue to provide services to them in connection with their
restructuring efforts.

Accordingly, pursuant to Sections 327(a), 328(a) and 504 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure, the Debtors seek the Court's authority to employ
Blackstone as financial advisors nunc pro tunc to July 14, 2003.

Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that as a result of its prior and current representation
of the Debtors, Blackstone has the necessary background to deal
effectively and efficiently with many of the potential financial
issues and problems that may arise in the context of the Debtors'
Chapter 11 cases.  Moreover, Blackstone is uniquely qualified to
advise the Debtors in connection with maximizing the Debtors'
business enterprise value in these Chapter 11 cases, and its
professionals have extensive experience in matters involving
complex financial restructurings.  Blackstone is a prominent
financial and restructuring advisor, with a reputation for
creativity in complex situations.  Blackstone and its principals
have been involved as restructuring/bankruptcy advisors to a
diverse group of debtors, creditors, bondholders, and creditors'
committees in the Chapter 11 cases of many companies, including,
among numerous others, Enron Corporation, Williams Communications
Corporation, Flag Telecom Holdings, LTD., Exide Technologies,
Fleming Companies, Inc., The Singer Company, N.V., Texaco, JPS
Textile Group. Inc., Alliance Entertainment, Barney's Inc.,
Levitz Furniture, Inc., and R.H. Macy & Co., Inc.  In addition,
Blackstone has extensive experience working on cases involving
financially troubled foreign companies and companies with foreign
exposures, including, Dow Corning Corp. (Asia/Europe), American
Banknote Corp. (Brazil), Guandong Enterprises (China), and
Iridium (Asia/Europe/Africa/South America).

Pursuant to an agreement dated June 1, 2003, Blackstone agreed
to:

    (a) assist in the evaluation of the Debtors' businesses,
        operations and prospects, including evaluation of
        proposed divestitures and other strategic transactions;

    (b) assist in the development, review and analysis of the
        Debtors' long-term business plan and related financial
        projections, including the development of a detailed
        financial model of the Debtors and the assessment of the
        restructuring objectives developed by the Debtors;

    (c) assist in the development of financial data and
        presentations to the Debtors' Boards of Directors -- or
        committees thereof -- various creditors, any official
        committees formed in a Chapter 11 proceeding, and other
        third parties;

    (d) analyze the Debtors' financial liquidity and evaluate
        alternatives to improve such liquidity;

    (e) analyze various restructuring scenarios and the potential
        impact of these scenarios on the value of the Debtors and
        the recoveries of those stakeholders impacted by the
        Chapter 11 proceeding;

    (f) assist in the development of a restructuring plan and
        provide strategic advice with regard to restructuring or
        refinancing the Debtors' obligations;

    (g) evaluate and assist in the determination of the Debtors'
        liquidity needs, debt capacity and alternative capital
        structures;

    (h) render financial advice to the Debtors and participate in
        meetings or negotiations among the Debtors and their
        creditors, suppliers, lessors and other interested
        parties with respect to any of the transactions
        contemplated in the Blackstone Agreement;

    (i) value securities offered by the Debtors in connection
        with a restructuring and determine a range of values of
        the Debtors on a going concern basis;

    (j) advise the Debtors and participate in negotiations with
        lenders with respect to potential waivers or amendments
        of various credit facilities;

    (k) advise the Debtors on the timing, nature and terms of new
        securities, other consideration and other inducements
        to be offered to creditors pursuant to the restructuring;

    (l) assist the Debtors in matters related to the Debtors'
        proposed DIP financing, and any other financing in these
        cases, including identifying potential sources of
        capital, assisting in the due diligence process, and
        negotiating the terms of any proposed financing, as
        requested;

    (m) provide testimony in any Chapter 11 case concerning any
        of the subjects encompassed by Blackstone's financial
        advisory services, if appropriate and as required;

    (n) assist the Debtors and the Debtors' counsel in preparing
        documentation required in connection with the
        restructuring;

    (o) assist the Debtors in the preparation of a liquidation
        analysis in connection with any proposed plan of
        reorganization;

    (p) assist and advise the Debtors concerning the terms,
        conditions and impact of any transaction;

    (q) provide advice to and attend meetings of the Board of
        Directors of the Debtors, and any relevant committees
        thereof; and

    (r) provide other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a restructuring as requested and mutually agreed.

Tim Coleman, a Senior Managing Director of Blackstone, informs
the Court that to the best of his knowledge, the officers and
employees of Blackstone do not have any connection with or any
interest adverse to the Debtors, their creditors, or any other
party-in-interest, or their attorneys and accountants, except as
disclosed.  Furthermore, Mr. Coleman assures the Court that
Blackstone is not and was not an underwriter for any outstanding
securities of the Debtors.  Thus, Blackstone is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Prior to the Petition Date, Mr. Coleman informs Judge Lynn that
Blackstone received from the Debtors payments for fees, expenses
and expense deposits amounting to $2,523,120 in the aggregate for
services rendered in connection with these Chapter 11 cases and
other matters.  These amounts have been applied to all
outstanding fees and expenses incurred.  However, at this
juncture, a final reconciliation has not been completed.  After
the completion of the reconciliation, Blackstone will file a
subsequent disclosure with the Court.  To the extent Blackstone
holds amounts that exceed the amount of fees and expenses
incurred to date, Blackstone will hold the amounts as a retainer
to be applied against future fees and expenses incurred by
Blackstone in these Chapter 11 cases.

In connection with its employment, Blackstone will charge the
Debtors in accordance with this Fee Structure:

    (a) A $225,000 monthly non-refundable advisory fee in cash
        with the first two Monthly Fees payable on the execution
        of the Blackstone Agreement by both parties and
        additional installments of the Monthly Fee payable in
        advance on each monthly anniversary of the Effective Date
        until the earlier of the completion of the Restructuring
        or the termination of Blackstone hereunder.  Blackstone
        agrees that if during any period its activity in
        connection with its retention is de minimis, the
        Blackstone will reduce the Monthly Fee for the period to
        reflect the lack of activity;

    (b) A Restructuring Fee equal to $7,000,000.  The
        Restructuring Fee will be deemed earned when the Company
        first sends definitive offer documents seeking to
        refinance, restructure, repurchase, modify or extend in a
        material respect a substantial portion of its existing
        credit facilities, existing notes, bonds or debentures,
        which mature prior to 2006 pursuant to terms approved by
        the Board of Directors.  The Restructuring Fee will be
        payable upon the consummation of a plan of reorganization;
        and

    (c) Reimbursement of all necessary, reasonable and documented
        third party out-of-pocket expenses incurred during its
        engagement, including but not limited to, travel and
        lodging, direct identifiable data processing, word
        processing and communication charges, courier services,
        working meals, and other necessary expenditures, payable
        upon rendition of invoices setting forth in reasonable
        detail the nature and amount of such expenses.  In
        connection therewith, the Debtors will maintain a $25,000
        expense advance for which Blackstone will account upon
        termination of the Agreement.

Subject to certain limitations, the Debtors agreed to indemnify
Blackstone against, and reimburse it for reasonable costs and
expenses in relation to, any claim in connection with the
engagement.  The Debtors may terminate the Blackstone Agreement
without cause at any time upon seven days' written notice or by
Blackstone without cause upon 30 days' written notice.
Notwithstanding, any termination will not affect the Debtors'
obligations under the Indemnification Agreement and Blackstone
will be entitled to the Restructuring Fee in the event that the
Restructuring is completed at any time prior to the
expiration of 12 full months after the termination of the
Agreement by the Debtors without cause or by Blackstone with
cause.  With respect to a termination by the Company, "cause"
will include gross negligence, willful misconduct, or a material
breach by Blackstone of the terms of the Blackstone Agreement.
(Mirant Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MOBILE COMPUTING: Conv. Debentures Maturity Extended to Monday
--------------------------------------------------------------
Mobile Computing Corporation announced that the holders of its
convertible debentures have agreed to further extend the maturity
date until August 18, 2003 for that portion of the debentures that
were originally due August 8, 2003. The Company continues to
negotiate definitive agreements and pursue necessary regulatory
approvals 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.


MOBILE TOOL INT'L: Proofs of Claim Due by August 29, 2003
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
August 29, 2003, as the last day for creditors of Mobile Tool
International, Inc., and its debtor-affiliate to file their proofs
of claim against the Debtors or be forever barred from asserting
their claims.

To be timely, Proofs of Claim must be received by the Court-
appointed Claims Agent, Delaware Claims Agency, LLC, on or before
4:00 p.m. on Aug. 29. Proof of Claim forms must be sent to:

        Delaware Claims Agency, LLC,
        Mobile Tool International, Inc./MTI Insulated Products,
         Inc. Claims Agent
        PO Box 515
        Wilmington, Delaware 19899

Mobile Tool International, Inc., is an employee owned manufacturer
and distributor of equipment, including aerial lifts, digger
derricks and pressurization and monitoring systems, for the
telecommunications, CATV, electric utility and construction
industries.  The Company filed for chapter 11 protection on
September 30, 2002 (Bankr. Del. Case No. 02-12826).  Steven M.
Yoder, Esq., and Christopher A. Ward, Esq., at The Bayard Firm
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, it listed
$65,250,000 in total assets and $46,580,000 in total debts.


MOTELS OF AMERICA: Has Until September 17 to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Motels of America, LLC an extension of their deadline by
which they must file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtor has until September 17, 2003 to file these required
documents.

Motels of America LLC, headquartered in Des Plaines, Illinois
filed its chapter 11 protection on July 10, 2003 (Bankr. N.D. Ill.
Case No. 03-29135).  Mohsin N. Khambati, Esq., Nathan F. Coco,
Esq., and Stephen Selbst, Esq., at McDermott Will & Emery
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $100 million each.


NATIONAL STEEL: Seeks Fourth Open-Ended Removal Period Extension
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates are parties
to numerous judicial and administrative proceedings currently
pending in various state courts or administrative agencies
throughout the United States and the world.  Mark A. Berkoff,
Esq., at Piper Rudnick, in Chicago, Illinois, relates that the
Debtors require additional time to determine which of the state
court actions they will remove.

Thus, the Debtors ask the Court to extend the period within which
they may remove pending actions pursuant to Rule 9027 of the
Federal Rules of Bankruptcy Procedure to:

    -- the Confirmation of their Plan, or in the event the Plan is
       rejected, until 30 days after the Confirmation Hearing; or

    -- 30 days after termination of the automatic stay with
       respect to any particular action to be removed.

The Debtors' current deadline to remove actions is September 5,
2003.  Because of the number of actions involved and the wide
variety of claims, a further extension will afford the Debtors
sufficient opportunity to make fully informed decisions
concerning the possible removal of actions, protecting their
valuable right to economically adjudicate lawsuits.  The Debtors
attest that their adversaries will not be prejudiced by a further
extension because these adversaries may not prosecute the actions
absent relief from the automatic stay. (National Steel Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


NEPTUNE SOCIETY: Cures Likely Events of Default Under Debentures
----------------------------------------------------------------
The Neptune Society, Inc., paid the remaining $1.8 million balance
of the acquisition debt related to its 1999 purchase of the
Neptune Society business. The Company satisfied this obligation,
in part, from the proceeds of a $1,500,000 debt financing by
Capex, LLP, of Denver, Colorado. In connection with the debt
financing, the Company also restructured its obligation under the
13% Debentures held by Capex and another debentureholder.

This restructuring favorably amended the previous fixed charge
coverage ratio obligation and cured certain possible conditions of
default under the debentures. The restructured debentures in the
aggregate principal amount of $7.4 million are repayable over the
upcoming four years, with the Company holding the right to prepay
the debentures at any time without penalty.

The Company paid a refinancing fee of 600,000 shares and the
parties replaced the convertibility rights under the Debentures
with warrants granting the lenders the right to acquire the
equivalent number of shares (1,666,667) up to July 31, 2008 at a
price of $3.00 per share. The number of shares reserved under the
warrants may be subject to increase in connection with future
equity issuances by the Company.

On July 28, 2003, the Company held its Annual General Meeting of
the Shareholders where the shareholders reelected the Company's
existing four Directors.

The Neptune Society is one of North America's largest cremation
specialists, and is the only publicly traded company with a
business strategy that focuses solely on providing cremation
services. Neptune Society, operating for nearly three decades, has
locations in California, Florida, New York, Washington, Oregon,
Arizona, Colorado, Missouri, Iowa and Illinois and has provided
thousands of cremation services and currently has in excess of
80,000 active contracts and in excess of $40 million in trust
funds for its unique Pre-Need Program. Neptune Society's business
strategy is to become the largest and most trusted brand name in
the cremation service industry. The Company believes that
continued growth and development of the Neptune Society brand name
will assist the Company in achieving its goal of becoming the
largest provider of simple, dignified and economical cremation
services in the United States.


NORTHWEST AIRLINES: Registration Statement Declared Effective
-------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) announced that the
Registration Statement on Form S-3 (File Nos. 333-107068 and 333-
107068-01) filed by the company and the Northwest Airlines, Inc.
under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission relating to the resale from time to time,
by the holders thereof, of up to $150,000,000 aggregate principal
amount of the Company's 6.625% Senior Convertible Notes due 2023,
guaranteed on an unsecured, unsubordinated basis by the Guarantor
and 9,270,705 shares of the company's common stock, par value
$0.01 per share, initially issuable upon the conversion of the
Notes, has been declared effective by the Securities and Exchange
Commission.

The Notes were originally issued on May 20, 2003 in a private
placement.

Copies of the prospectus relating to these securities may be
obtained from:

             Vice President, Law and Secretary
               Northwest Airlines Corporation
                    2700 Lone Oak Parkway
                    Eagan, Minnesota 55121
                        (612) 726-2111

Northwest Airlines (S&P, B+ Corporate Credit Rating) is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,500 daily departures. With its travel partners,
Northwest serves nearly 750 cities in almost 120 countries on six
continents. In 2002, consumers from throughout the world
recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction. Readers of TTG Asia and TTG China named
Northwest "Best North American airline."

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


NTELOS INC: Virginia Court Confirms Joint Plan of Reorganization
----------------------------------------------------------------
NTELOS Inc. announced that the United States Bankruptcy Court for
the Eastern District of Virginia entered an order confirming the
company's Joint Plan of Reorganization earlier today.

At a confirmation hearing held August 11, 2003, the Court heard
evidence that NTELOS had met all of the statutory requirements
necessary for confirmation of its Joint Plan of Reorganization.
Consummation of the Joint Plan of Reorganization is subject to
compliance with the terms and conditions set forth in the plan,
including closing of the company's proposed new exit financing
facility and the sale of its new convertible notes, and receipt of
certain regulatory approvals. The company expects to finalize
these matters soon and emerge from Chapter 11 within a few weeks.

James Quarforth, Chief Executive Officer of NTELOS, said, "We are
pleased with the smooth progress that we have made in our
comprehensive financial restructuring, and grateful for the strong
support that we have received from our principal debtholders for
our Joint Plan of Reorganization. We also appreciate the
continuing support of our customers and suppliers throughout this
time."

Quarforth continued, "Importantly, our operations -- both wireless
and wireline -- have continued to grow and have remained strong
throughout the Chapter 11 process, due in large part to the talent
and dedication of our employees, who are focused on serving our
customers. As a result of our comprehensive financial
restructuring, we will have a strong financial foundation to
support long-term success across all of our business lines."

Upon emergence, the company will receive $75 million from the sale
of new 9% convertible notes, as described in the Joint Plan of
Reorganization. In accordance with the plan, $36 million of these
proceeds will be used to pay down borrowings under the existing
senior credit facility revolver. The remaining proceeds will be
available to fund the operations of the company on a going forward
basis and to pay existing creditors.

NTELOS Inc. is an integrated communications provider with
headquarters in Waynesboro, Virginia. NTELOS provides products and
services to customers in Virginia, West Virginia, Kentucky,
Tennessee and North Carolina, including wireless digital PCS,
dial-up Internet access, high-speed DSL (high-speed Internet
access), and local and long distance telephone services. Detailed
information about NTELOS is available online at
http://www.ntelos.com  


NUEVO ENERGY: Second Quarter 2003 Results Reflect Slight Decline
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) reported net income of $7.4
million, or $0.38 per diluted share in the second quarter 2003,
compared to $16.6 million, or $0.96 per diluted share in the
second quarter 2002. Income from continuing operations for the
second quarter 2003 was $6.6 million, or $0.34 per diluted share
versus $14.6 million, or $0.84 per diluted share in the year ago
period. The second quarter 2003 results include a $2.7 million
after-tax ($0.14 per diluted share) gain on disposition of
properties and a $6.7 million after-tax ($0.34 per diluted share)
loss on early extinguishment of debt. The comparable item in the
second quarter 2002 was a $9.1 million after-tax ($0.53 per
diluted share) gain on disposition of properties.

Net cash provided by operating activities was $37.9 million in the
second quarter 2003 compared to $16.7 million in the same period
in 2002. Discretionary cash flow, a non-GAAP financial measure,
was $37.2 million in the second quarter 2003 compared to $33.2
million in the second quarter 2002.

"On top of strong financial results for the quarter we
significantly improved our capitalization by redeeming
approximately $160 million of high cost debt," commented Jim
Payne, Chairman, President and CEO. "We have made great strides in
improving our balance sheet, and in a relatively short time period
we reduced our debt to capital to 48% at June 30, 2003 versus 62%
at December 31, 2001. We will continue to pursue our disciplined
financial and operating strategy."

                         Production and Prices

Total production from continuing operations was 48.2 thousand
barrels of oil equivalent (MBOE) per day in the second quarter
2003 compared to 46.0 MBOE per day in the comparable period in
2002. Production from our discontinued operations and assets held
for sale was 1.2 MBOE per day in the second quarter 2003 and 5.0
MBOE per day in the second quarter 2002. Crude oil production of
42.1 thousand barrels (MBbls) per day was slightly higher than
41.3 MBbls per day in the comparable period in 2002 due to
increased production from the Point Pedernales Field offshore
California and production from our September 2002 West Texas
acquisition. The realized crude oil price increased 14% to $21.09
per barrel in the second quarter 2003 versus $18.47 per barrel in
the year ago period. Included in the realized crude oil prices are
hedging losses of $1.59 per barrel for the second quarter 2003 and
$0.58 per barrel in the comparable period a year ago.

Nuevo's second quarter 2003 natural gas production increased 30%
to 36.4 million cubic feet (MMcf) per day from 28.1 MMcf per day
in the second quarter 2002 due to production from our West Texas
acquisition which more than offset lower production in California.
Nuevo's realized natural gas price increased 31% to $4.06 per
thousand cubic feet (Mcf) in the second quarter 2003 compared to
$3.10 per Mcf in the year ago period. Included in the realized gas
price is a hedging loss of $0.20 per Mcf in the second quarter
2003. No gas was hedged in the 2002 period.

                         Drilling Update

The Diatomite drilling program at the Cymric and Midway-Sunset
Fields onshore California has been completed and the steaming of
these new wells and surrounding wells has commenced. As a result
of this activity, production at these fields should average 1,500
barrels per day higher in the second half of 2003 compared to the
second quarter. The Cymric and Midway-Sunset Fields represent
about 49% of Nuevo's California production.

Year-to-date, five wells have been drilled and completed at the
Pakenham Field in West Texas and production has increased 26% to
24 MMcfe (million cubic feet of gas equivalent) per day from 19
MMcfe per day at the time of acquisition. For the balance of 2003,
Nuevo will drill an additional five wells at the Pakenham Field
including a deep Ellenberger test which was spudded in July.

                       Costs and Expenses

Total costs and expenses in the second quarter 2003 were $61.6
million versus $42.0 million in the year ago period. Excluding the
gain on disposition of properties and steam costs, total costs and
expenses were $53.4 million in the second quarter 2003 compared to
$49.2 in the second quarter 2002. Lease operating expenses
represented a significant portion of the quarter-over-quarter
increase in total costs due to natural gas costs which increased
61% to $5.03 per Mcf versus the second quarter 2002. Natural gas
is used to generate steam which in turn facilitates production of
heavy oil in California. Excluding the natural gas cost, lease
operating expense was $29.5 million in the second quarter 2003
versus $24.3 million in the comparable period in 2002. The main
increase quarter-over-quarter is attributable to increased major
maintenance and workover activity. Nuevo continues to maintain
cost discipline over other controllable lease operating expenses.
General and administrative costs also declined significantly to
$6.3 million in the second quarter 2003 versus $7.2 million in the
same period in 2002 mainly due to lower outsourcing costs. DD&A of
$17.7 million was up $0.2 million from the second quarter of 2002,
but included $2.4 million of accretion expense required by SFAS
No. 143. DD&A expense averaged $4.04 per barrel oil equivalent
(BOE) in the second quarter 2003 compared to $4.17 per BOE in the
year ago period. Interest expense was $9.0 million in the second
quarter 2003, a $0.2 million decline versus the year ago period.
Due to the redemption of the 9-1/2% Notes with cash on hand
supplemented by low cost bank debt, subsequent quarters will
reflect a substantial interest expense reduction. During the
second quarter 2003, Nuevo terminated two remaining interest rate
swaps and received $4.1 million of cash which will be amortized
into income over the life of the Notes.

                      Capital Expenditures

Capital expenditures in the second quarter 2003 were $15.7
million, primarily spent on our Cymric, Belridge and Pakenham
fields. Capital expenditures for the first half 2003 were $32.6
million compared to $30.6 million in the comparable period in
2002. Our 2003 capital program will be in the range of $65 - $70
million.

                          Balance Sheet

In the second quarter 2003, Nuevo redeemed $157.2 million of
9-1/2% Senior Subordinated Notes due 2008 and $2.4 million of
9-1/2% Senior Subordinated Notes due 2006. At June 30, 2003, total
debt outstanding was $316.2 million versus $438.3 million at year-
end 2002. At the end of the second quarter 2003, Nuevo's debt to
capital ratio as defined in our credit agreement declined to 48%
compared to 57% at year-end 2002. The fixed charge coverage ratio
improved to 5.0 times for the four quarters ending June 30, 2003
versus 2.6 times in the comparable period a year ago.

As of June 30, 2003, Nuevo had assets held for sale with a book
value of approximately $48.2 million related to certain California
real estate and a non-core oil field.

Nuevo Energy Company (S&P/BB-/Stable) is a Houston, Texas-based
company primarily engaged in the acquisition, exploitation,
development, exploration and production of crude oil and natural
gas. Nuevo's domestic producing properties are located onshore and
offshore California and in West Texas. Nuevo is the largest
independent producer of oil and gas in California. The Company's
international producing property is located offshore the Republic
of Congo in West Africa. To learn more about Nuevo, please refer
to the Company's internet site at http://www.nuevoenergy.com


OWENS CORNING: Reports $18 Million of Net Income in 3rd Quarter
---------------------------------------------------------------
Owens Corning (OTC: OWENQ) reported financial results for the
quarter ended June 30, 2003.

For the quarter, the company had net sales of $1.239 billion,
compared to net sales of $1.285 billion for the same period in the
prior year. For the quarter, the company had a net income of $18
million. This compares to a net income of $36 million for the
second quarter of 2002.

Owens Corning reported income from operations of $43 million for
the quarter, including charges of $38 million of Chapter 11-
related charges, $13 million for restructuring and other charges
and $4 million of income from asbestos-related insurance
recoveries. For the second quarter of 2002, the company reported
$70 million in income from operations, including charges of $25
million of Chapter 11-related charges, a $3 million credit for
restructuring and other credits and $5 million of income from
asbestos-related insurance recoveries.

Owens Corning ended the quarter with a cash balance of $807
million.

"Given the higher energy and raw material costs we experienced in
the second quarter compared to last year, we were very pleased
with our operational performance," said Dave Brown, Owens
Corning's chief executive officer. "As we continue to evaluate our
results, excluding the charges related to our Chapter 11 process
and other restructuring costs, we are pleased with our progress,"
he added.

Owens Corning is a world leader in building materials systems and
composite systems. Founded in 1938, the company had sales of $4.9
billion in 2002. Additional information is available on Owens
Corning's Web site at http://www.owenscorning.com


OWENS CORNING: Files Third Amended Joint Plan in Delaware
---------------------------------------------------------
On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter 11
of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the
District of Delaware. The Debtors are currently operating their
businesses as debtors-in-possession in accordance with provisions
of the Bankruptcy Code. The Chapter 11 cases of the Debtors are
being jointly administered under Case No. 00-3837 (JKF). The
Chapter 11 cases do not include other U. S. subsidiaries of Owens
Corning or any of its foreign subsidiaries. The Debtors filed for
relief under Chapter 11 to address the growing demands on Owens
Corning's cash flow resulting from the substantial costs of
asbestos personal injury liability.

On August 8, 2003, the Debtors, together with the Official
Committee of Asbestos Claimants and the Legal Representative for
future asbestos personal injury claimants, filed a proposed third
Amended Joint Plan of Reorganization in the U. S. Bankruptcy Court
for the District of Delaware. The Plan is subject to confirmation
by the Bankruptcy Court. Under the Plan, as filed, it is expected
that all classes of creditors will be impaired. Therefore, the
Plan also provides that the existing common stock of Owens Corning
will be cancelled, and that current shareholders will receive no
distribution or other consideration in exchange for their shares.
"It is impossible to predict at this time the terms and provisions
of any plan of reorganization that may ultimately be confirmed,
when a plan will be confirmed, or the treatment of creditors
thereunder," the Company says.


OWENS CORNING: Court Approves Joint Professionals Use Agreement
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Owens Corning and
its debtor-affiliates, sought and obtained Court approval of a
Joint Professionals Use Agreement.

On January 17, 2001, the Court authorized the Committee to retain
Davis Polk & Wardwell as its counsel nunc pro tunc to October 25,
2000.  On January 1, 2001, Judge Fitzgerald also permitted the
Committee to retain Houlihan Lokey Howard & Zukin Capital as its
financial advisors.  On June 6, 2001, Judge Fitzgerald authorized
the Committee to retain Chambers Associates Incorporated as its
asbestos-estimation claims expert.

The Joint Professionals Use Agreement provides that in the case
of settlement or other arrangements by some but not all of the
Creditors' Committee members, the non-settling group would be
allowed to continue to use the services of the Joint
Professionals through the termination date, as defined in the
Agreement.  The Agreement further provides that the settling
group is bound to maintain confidentiality.

By May 7, 2003, all members of the Creditors Committee had duly
agreed to and executed the Agreement. (Owens Corning Bankruptcy
News, Issue No. 55; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


PACIFIC GAS: Court Approves Settlement Plan Disclosure Statement
----------------------------------------------------------------
Notwithstanding Pacific Gas and Electric Company's Settlement Plan
Disclosure Statement objections, Judge Montali rules that the
Disclosure Statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.  Accordingly,
Judge Montali put his stamp of approval on the Disclosure
Statement and approves its distribution to creditors for a vote.
(Pacific Gas Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PANAVISION: S&P Withdraws B- Rating on Postponed Debt Offerings
---------------------------------------------------------------  
Standard & Poor's Ratings Services withdrew its 'B-' rating on
Panavision Inc.'s two postponed proposed debt offerings--a $20
million senior secured revolving credit facility and a $275
million senior secured note issue.

At the same time, Standard & Poor's lowered its corporate credit
rating on the company to 'CCC' from 'B-' and its subordinated debt
rating on the notes of affiliate PX Escrow Corp. to 'CC' from
'CCC' based on the postponement of two proposed debt offerings due
to unfavorable pricing. The 'CCC' rating on the company's existing
bank loan was affirmed. The outlook is negative. Woodland Hills,
Calif.-based Panavision is the leading designer and manufacturer
of high-quality camera systems. As of June 30, 2003, the company
has about $350 million in debt.

"The postponed debt offerings were critical to alleviating
Standard & Poor's concerns about the company's capital and
maturity structure," according to Standard & Poor's credit analyst
Steve Wilkinson. He added, "Panavision's current financial profile
is not sustainable, and the company will need to amend its capital
structure to improve liquidity and substantially defer near-term
debt maturities by March 31, 2004, to avoid a default."

Panavision continues to maintain a dominant position in its core
business of renting cameras to the feature film and film-based
television industries and a solid position in supplying cameras
for independent films and commercials. However, these strengths
are overshadowed by its high financial risk stemming from its weak
discretionary cash flow, limited liquidity, and considerable near-
term debt maturities.

Support from Panavision's parent company, Mafco Holdings Inc., has
been important to its ability to meet its financial obligations
and negotiate amendments to its bank facility during the past
year, including loosening financial covenants and deferring
scheduled maturities. Parent support has included converting about
$91 million in subordinated bonds to perpetual, pay-in-kind
preferred stock and injecting $10 million in cash. Even so, the
company's cash flow potential remains limited by the heavy capital
expenditure requirements required to keep its camera inventory up
to date, its vulnerability to fluctuating motion picture
production levels, and logistical impediments to achieving higher
equipment utilization rates.


PEGASUS COMMS: June 30 Working Capital Deficit Narrows to $60MM
---------------------------------------------------------------
Pegasus Communications Corporation (NASDAQ:PGTV) reported
financial results for the three and six month periods ended
June 30, 2003. (Amounts and changes specified are for the three
and six months ended June 30, 2003 compared to the same
corresponding periods in the prior year, unless indicated
otherwise.)

                    Results of Operations

Three Months Ended June 30, 2003

Consolidated net revenues decreased $9.8 million, or 4%, to $214.2
million. Consolidated loss from operations decreased $4.7 million,
or 72%, to $1.8 million. The Company's net loss applicable to
common shares increased $6.6 million, or 17%, to $45.4 million.
Net cash provided by operating activities decreased $11.0 million,
or 39%, to $17.3 million.

Direct broadcast satellite net revenues decreased $10.6 million,
or 5%, to $205.8 million. EBITDA for the direct broadcast
satellite business decreased $2.4 million, or 4%, to $52.2
million. EBITDA for the direct broadcast satellite business as a
percentage of direct broadcast satellite net revenues remained at
25%. Free cash flow for the direct broadcast satellite business
increased $4.3 million, or 11%, to $43.0 million.

Six Months Ended June 30, 2003

Consolidated net revenues decreased $18.5 million, or 4%, to
$427.3 million. Consolidated loss from operations decreased $13.1
million, or 64%, to $7.5 million. The Company's net loss
applicable to common shares increased $10.2 million, or 13%, to
$88.8 million. Net cash provided by operating activities decreased
$14.3 million, or 60%, to $9.4 million.

Direct broadcast satellite net revenues decreased $19.8 million,
or 5%, to $411.4 million. EBITDA for the direct broadcast
satellite business increased $1.5 million, or 1%, to $104.8
million. EBITDA for the direct broadcast satellite business as a
percentage of direct broadcast satellite net revenues increased to
25% from 24%. Free cash flow for the direct broadcast satellite
business increased $12.9 million, or 18%, to $83.9 million.

At June 30, 2003, the Company's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$60 million.

Pegasus Communications Corporation -- http://www.pgtv.com--  
provides digital satellite television to rural households
throughout the United States. We are the 10th largest pay
television company in the United States. Pegasus also owns and/or
operates television stations affiliated with CBS, FOX, UPN, and
The WB networks.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
satellite TV provider Pegasus Communications Corp., and its
related entities, to 'CCC+' from 'B' based on increased concerns
about the adequacy of its liquidity.

In addition, Standard & Poor's removed the rating from CreditWatch
where it was placed on May 16, 2002. The outlook is negative. Bala
Cynwyd, Pennsylvania-based Pegasus had total debt outstanding of
approximately $1.3 billion at September 30, 2002.


PERLE SYSTEMS: Advances Restructuring Talks with Royal Capital
--------------------------------------------------------------
Perle Systems Limited (OTCBB: PERL; TSE: PL), a leading provider
of networking products for Internet Protocol and e-business
access, is in advanced discussions with Royal Capital Management
Inc., the holder of all of Perle's senior secured debt, with a
view to reaching agreement on a formal capital restructuring.

The board of directors of Perle Systems Limited have created a
special committee of its independent directors to conduct the
negotiations and make a recommendation to the full board. While
the parties indicate that they are considering various
restructuring alternatives, Perle believes the restructuring would
in all likelihood yield little or no value to holders of their
common shares, given the size of the secured and unsecured debt.

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


PETROLEUM GEO: Taps BSI as Court Claims, Ballot and Notice Agent
----------------------------------------------------------------
Petroleum Geo-Services ASA, seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York in its
application to employ Bankruptcy Services LLC as the claims,
noticing and balloting agent in connection with this proceedings.

The Debtor reports that it has in excess of 200 creditors,
potential creditors and numerous other parties in interest in this
chapter 11 case. The Debtor respectfully submits that the
engagement of an independent third party to act as agent for the
Court is the most effective and efficient manner by which to
perform certain tasks.

As agreed, BSI will:

     a. assist the Debtor with all required notices in this case
        including, among others:

        -- a notice of the commencement of this chapter 11 case
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

        -- notice of objections to claims and interests, if
           necessary;

        -- notices of any hearings on the Debtor's disclosure
           statement and confirmation of the Debtor's chapter 11
           plan of reorganization; and

        -- such other miscellaneous notices as the Debtor or the
           Court may deem necessary or appropriate for the
           orderly administration of this chapter 11 case;

     b. promptly after the service of a particular notice, file
        with the Clerk's Office a certificate or affidavit of
        service that includes:

          (i) a copy of the notice served;

         (ii) a list of persons upon whom the notice was served,
              along with their addresses; and

        (iii) the date and manner of service;

     c. comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     d. promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe;

     e. provide such other claims processing, noticing and
        related administrative services as may be requested from
        time to time by the Debtor;

     f. oversee the distribution of the applicable solicitation
        materials to each holder of a claim against or interest
        in the Debtor;

     g. respond to mechanical and technical distribution and
        solicitation inquiries;

     h. receive, review and tabulate the ballots cast, and
        making determinations with respect to each ballot as to
        its timeliness, compliance with the Bankruptcy Code,
        Bankruptcy Rules and procedures ordered by this Court
        subject, if necessary, to review and ultimate
        determination by the Court;

     i. report the results of the balloting to the Court; and

     j. perform such other related plan-solicitation services as
        may be requested by the Debtor.

BSI's professional fees are:

          Kathy Gerber           $210 per hour
          Senior Consultants     $185 per hour
          Programmer             $130 to $160 per hour
          Associate              $135 per hour
          Data Entry/Clerical    $40 to $60 per hour
          Schedules Preparation  $225 per hour

Petroleum Geo-Services ASA, headquartered in Lysaker, Norway is a
technology-based service provider that assists oil and gas
companies throughout the world.  The Company filed for chapter 11
protection on July 29, 2003 (Bankr. S.D.N.Y. Case No. 03-14786).  
Matthew Allen Feldman, Esq., at Willkie Farr & Gallagher
represents the Debtor in its restructuring efforts.  As of May 31,
2003, the Debtor listed total assets of $3,686,621,000 and total
debts of $2,444,341,000.


PG&E NATIONAL: Appointing Bankruptcy Services as Claims Agent
-------------------------------------------------------------
The PG&E National Energy Group Debtors and USGen each have several
hundred creditors and potential creditors on a consolidated basis.  
The sheer size and magnitude of the creditor body makes it
impracticable for the office of the Clerk of the United States
Bankruptcy Court for the District of Maryland to serve notice
efficiently and effectively on such a large number of creditors at
the onset of these Chapter 11 cases onward without creating an
administrative burden.    

By separate applications, USGen and the NEG Debtors sought and
obtained the Court's authority to employ Bankruptcy Services, LLC
as notice and claims agent, inter alia, to assist them in:

   -- distributing notices, as necessary, to the creditor body
      and other appropriate parties;

   -- processing other administrative information pertaining to
      their Chapter 11 cases, including the dissemination of
      solicitation materials relating to the reorganization plan;
      and

   -- transmitting, receiving, docketing, maintaining,
      photocopying and microfilming claims for the cases.

BSI is qualified to serve as Claims Agent because it has extensive
experience in handling large Chapter 11 cases.  BSI is a data-
processing firm whose principals and senior staff have more than
10 years of in-depth experience in performing noticing, claims
processing, claims reconciliation and other administrative tasks
for Chapter 11 Debtors.  BSI is also experienced in performing
plan voting and distribution services, and other services relating
to its role as a Claims and Balloting Agent in many districts
throughout the United States.

At the Debtors' or the Clerk's request, BSI will:

   (a) prepare and serve certain required notices, including:
       
       (1) the Notice of the commencement of the Chapter 11 cases
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

       (2) the Notice of the bar date for filing proofs of claim;

       (3) the Notice of the objections to claims;

       (4) the Notice of any hearings on a disclosure statement
           and confirmation of a reorganization plan; and

       (5) other miscellaneous notices to any entities;

   (b) file with the Clerk's Office a certificate or affidavit of
       service within 10 days after each service, including a
       copy of the notice, a list of persons to whom it was
       mailed, and the mailing date;   

   (c) maintain an up-to-date mailing list for all entities that
       have requested service of pleadings, which list will be
       available upon request of the Clerk's Office;

   (d) comply with applicable state, municipal and local laws and
       rules, orders, regulations and requirements of Federal
       Government Departments and Bureaus;

   (e) assist the Debtors in preparation of schedules of assets
       and liabilities;

   (f) at ay time, upon request, satisfy the Court that the
       Claims Agent has the capability to efficiently and
       effectively notice, docket and maintain proofs of claim;

   (g) furnish a notice of the bar date approved by the Court for
       the filing of a proof of claim and a proof of claim form
       to each creditor notified of the filing;

   (h) maintain all proofs of claim and proofs of interest filed;

   (i) maintain an official claims register by docketing all
       proofs of claim on a register containing certain
       information, including:

       (1) the name and address of a claimant and the agent, if
           the agent filed the proof of claim;     

       (2) the date received;

       (3) the claim number assigned;

       (4) the amount and classification asserted;

       (5) the comparative, scheduled amount of the creditor's
           claim if applicable;

       (6) pertinent comments concerning disposition of claims;
           and

       (7) the applicable Debtor against which the claim or
           interest is asserted;

   (j) maintain the original proofs of claim in correct claim
       number order, in an environmentally secure area, and
       protect the integrity of these original documents from
       theft or alteration;

   (k) transmit to the Clerk's Office an official copy of the
       claims register on a monthly basis, unless requested in
       writing by the Clerk's Office on a frequent basis;

   (l) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim, which list will be available
       on request of a party-in-interest or the Clerk's Office;

   (m) be open to the public for examination of the original
       proofs of claim without charge during regular business
       hours;

   (n) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of the transfer;

   (o) record court orders concerning claims resolution;

   (p) make all original documents available to the Clerk's
       Office on an expedited, immediate basis;

   (q) provide other claims processing, noticing and related  
       administrative services as may be requested from time to
       time by the Debtors;

   (r) oversee the distribution of the applicable solicitation
       material to each holder of a claim against or interest in
       the Debtors;

   (s) respond to mechanical and technical distribution and
       solicitation inquiries;

   (t) receive, review and tabulate the ballots cast, and make
       determinations with respect to each ballot as to its
       timeliness, compliance with the Bankruptcy Code,
       Bankruptcy Rules and procedures ordered by the Court
       subject, if necessary, to review and ultimate
       determination by the Court;

   (u) certify the results of the balloting to the Court;

   (v) perform other related plan-solicitation services as
       may be necessary;

   (w) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders or other  
       requirements; and

   (x) promptly comply with such further conditions and
       requirements as the Clerk's Office may prescribe.

The Debtors will compensate BSI in accordance with its customary
rates.  BSI professionals, who will be primarily responsible in
assisting the Debtors, and their hourly rates are:

         BSI Personnel                 Professional Fee
         -------------                 ----------------
         Kathy Gerber                       $210
         Senior Consultants                  185    
         Programmer                          130 - 160
         Associate                           135
         Data Entry/Clerical                  40 - 60
         Schedule Preparation                225  

BSI received a $25,000 retainer from the NEG Debtors and $10,000
from USGen.  The retainer will be applied against the firm's
final invoice.

BSI President Ron Jacobs attests that the firm does not hold any
interest adverse to the Debtors or its estates and it has no
prior connection with them. (PG&E National Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PHARMACEUTICAL FORMULATIONS: Posts Improved June Quarter Results
----------------------------------------------------------------
Pharmaceutical Formulations, Inc. reported net sales of $33.8
million for the six months ended June 28, 2003, compared to net
sales of $26.3 million for the six months ended June 29, 2002, an
increase of 28.3%.  PFI had a net loss of $915,000 for the six
months ended June 28, 2003, compared to a net loss of $1.9 million
for the comparable six-month period of the prior year.

For the quarter ended June 28, 2003, PFI had net sales of $17.6
million and a net loss of $367,000, compared to net sales of $13.7
million and a net loss of $655,000 for the comparable quarter of
the prior year.  This marks the eighth consecutive quarter in
which net sales and operating results have improved over the
comparable quarter of the prior year.  During December 2002, PFI
changed its fiscal year-end from the 52-53 week period which ends
on the Saturday closest to June 30 to the 52-53 week period which
ends on the Saturday closest to December 31.  The quarter ended
June 29, 2002 was also a fiscal year-end which included certain
favorable year-end tax adjustments.

On May 15, 2003 PFI completed its acquisition of the stock of
Konsyl Pharmaceuticals, Inc. of Fort Worth, Texas, a manufacturer
and distributor of powdered, dietary natural fiber supplements.  
The results of operations for Konsyl are included in the
consolidated results of operations from May 16, 2003.  PFI
believes this acquisition provides an opportunity to increase its
presence in both the private label and branded pharmaceutical
markets.  It also affords PFI the opportunity to introduce new
products and product line extensions under the "Konsyl(R)" brand
and PFI's own laxative products. PFI believes that considerable
opportunities exist for cost savings through consolidation of the
two companies.

PFI's consolidated gross sales for the six months ended June 28,
2003 were $34.6 million, compared to $26.9 million in the
comparable period of the prior year, an increase of 28.8%.  
Konsyl's gross sales were $1.3 million for the period from May 16,
2003 to June 28, 2003.  In July 2002, PFI began shipments to a
major national retailer.  This new relationship contributed
approximately $3.5 million of gross sales in the current six
months and $1.6 million in the current quarter ended June 28,
2003.  The balance of the sales increase came from established
private label customers.  Gross sales for the quarter ended June
28, 2003 were $18.1 million, compared to $13.9 million in the
comparable period in the prior year, an increase of 29.9%.

Cost of sales as a percentage of net sales was 84.3% for the six
months ended June 28, 2003 as compared to 86.6% in the prior year
period. This decrease resulted from the inclusion of Konsyl and
the efficiencies gained from increased levels of production.  
Selling, general and administrative expenses were $3 million and
$5.3 million for the three and six months ended June 28, 2003,
compared to $2.6 million and $4.8 million in the respective prior
year periods.  The increases reflect the inclusion of Konsyl and
related transition costs, but do not reflect anticipated future
cost reductions from the consolidation of PFI and Konsyl.

Interest expense was $898,000 and $1.7 million for the three and
six months ended June 28, 2003, compared to $1.1 million and $2.1
million for the comparable prior year periods.  The decrease is
primarily a result of lower interest rates.

On December 21, 2001, ICC Industries Inc. increased its ownership
to 85.6% of the outstanding common shares of PFI.  Therefore, the
Company has been included in the consolidated tax return of ICC
since that date.  As a result, PFI has recorded a tax benefit of
$334,000 and $630,000 for the three and six months ended June 28,
2003 compared with a benefit of $574,000 and $1,237,000 in the
three and six months ended June 29, 2002.

On August 4, 2003, Dr. James C. Ingram was appointed Chairman of
the Board and Chief Executive Officer of PFI and Mr. Michael A.
Zeher was appointed President and Chief Operating Officer.  Dr.
Ingram had been the Company's President, Chief Operating Officer
and a director of PFI since October 2000. He will remain fully
involved in the day-to-day operations of the Company through
December 31, 2003, and has indicated his intention to remain as
Chairman and Chief Executive Officer until at least March 31,
2006.

Mr. Zeher was President and Chief Executive Officer of Lander Co.,
Inc., a privately held manufacturer and marketer of personal care
products, from 1994-2002.  Prior to that, he was Vice President of
Sales and Business Development of Johnson & Johnson from 1991-1994
and Director of Sales of Marion Merrell Dow Consumer Products
Division from 1989-1991.  It is the Company's plan that Mr. Zeher
will take over full responsibility for the day-to-day operations
of PFI as of January 1, 2004.

ICC Industries Inc. is the holder of approximately 74.5 million
shares (about 87%) of the common stock of PFI.  As a majority-
owned subsidiary of ICC, PFI enjoys the resources associated with
ICC's position as a global leader in the manufacturing, marketing
and trading of chemical, plastic and pharmaceutical products.  
Founded as a trading enterprise in 1952, ICC has expanded its line
of business to include manufacturing and production facilities in
23 locations throughout the United States, Europe, Israel, Russia,
China and Turkey.

The Company's March 29, 2003, balance sheet posted a shareholders'
equity deficiency of about $17.8 million.


PILGRIM'S PRIDE: S&P Affirms Low-B Level Credit & Debt Ratings
--------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and senior secured ratings on poultry producer and
processor Pilgrim's Pride Corp., as well as the company's 'B+'
subordinated debt rating. At the same time, Standard & Poor's
removed all the ratings from CreditWatch where they were placed
Oct. 16, 2002.

The outlook is negative.

Standard & Poor's also assigned a 'BB-' to Pilgrim's Pride's $100
million senior unsecured notes due 2011 (the notes are an add-on
to the firm's $200 million 9-5/8 senior notes due 2011, issued
Aug. 9, 2001). Proceeds will be used to pay a portion of the
purchase price for the poultry assets of ConAgra Foods Inc.
(BBB+/Stable/A-2).

Pilgrim's Pride, based in Pittsburg, Texas, will have about $900
million of lease-adjusted total debt at the closing of the ConAgra
transaction, which is expected in the third quarter of 2003.

"The ratings incorporate Standard & Poor's expectations that
Pilgrim's Pride's credit protection measures will weaken following
the proposed partially-debt financed acquisition of ConAgra's
fresh chicken division for $615 million," said credit analyst
Ronald Neysmith.

Pilgrim's Pride announced the acquisition of ConAgra's fresh
chicken division, the fourth-largest chicken producer in the U.S.,
on June 9, 2003. Pilgrim's will fund the transaction will a
combination of cash, stock, and debt. Under the terms of the
agreement, it will pay about $207 million in cash, $308 million in
its own Class A stock (based on the June 6, 2003, closing price),
and $100 million of subordinated notes due in 2011.

Pilgrim's Pride is currently the third-largest player in the
commodity-based U.S. chicken industry, and the second-largest
fresh chicken company in Mexico. The ConAgra acquisition, however,
will make it the second-largest U.S. player, with revenues of
about $5 billion, behind Tyson Foods Inc. (BBB/Watch Neg/A-3).

The acquisition will also provide Pilgrim's with broader national
distribution and additional raw materials to expand its value-
added strategy.

Pilgrim's Pride also operates processing and further processing
plants, distribution centers, hatcheries, and feed mills in the
U.S. and Mexico. The company's products are sold to food service,
retail, and frozen entree customers.

Despite the inherent volatility of the commodity-based U.S.
chicken industry (results are affected by several factors outside
of the firm's control including weather, protein supply, disease,
etc.) the ConAgra acquisition will diversify Pilgrim's U.S.
geographic distribution capabilities and provide it with an
adequate supply of raw materials for its higher margined, value-
added programs over time. Moreover, in connection with the
transaction, Pilgrim's Pride will also become a preferred supplier
of chicken products to ConAgra.


PILLOWTEX CORP: Seeks Court Injunction against Utility Companies
----------------------------------------------------------------
Pursuant to Section 366(b) of the Bankruptcy Code, Pillowtex asks
the Court to:

    (a) restrain utilities from discontinuing, altering or
        refusing service;

    (b) determine that these constitutes adequate assurance of
        payment for future utility services:

        -- the Debtors' history of prompt and full payments to
           the gas, water, electric, telephone and other utility
           companies providing services to the Debtors;

        -- the Debtors' demonstrable ability to pay future utility
           bills; and

        -- the administrative priority status afforded the Utility
           Companies' postpetition claims; and

    (c) approve the Determination Procedures.

Donna L. Harris, Esq., at Morris, Nochols, Arsht & Tunnell, in
Wilmington, Delaware, relates that prior to ceasing operations at
all of their facilities, the Debtors utilized gas, water,
electric, telephone and other utility services provided by about
142 Utility Companies.  With the Chapter 11 filing of the
Debtors, Utility Companies may terminate their services after 20
days from the Petition Date if the Debtors have not furnished
adequate assurance of payment.

While the Debtors have ceased operations at all of their
facilities and their use of the services provided by the Utility
Companies has accordingly diminished, it is vitally important to
the preservation and liquidation of the Debtors' estates that
utility services continue uninterrupted after the expiration of
the 20-day Stay Period.  Ms. Harris points out that if the
utility services were discontinued or altered, even briefly, the
Debtors' property would be placed at risk.  For the benefit of
their creditors and estates, the Debtors must have access to
uninterrupted utility services.

Ms. Harris informs Judge Walsh that the Debtors have an excellent
payment history with each of the Utility Companies.  Except for
the utility bills not yet due and owing as of the Petition Date,
the Debtors historically paid their prepetition utility bills in
full when due.

In any case, the Debtors anticipate they'll have sufficient
financing to pay promptly, on an ongoing basis and in the
ordinary course of their businesses, all of their respective
obligations to the Utility Companies for those postpetition
utility services that will be used postpetition.  Moreover, all
claims will be entitled to administrative priority treatment
under Sections 503(b) and 507(a)(1) of the Bankruptcy Code,
providing additional assurance that future obligations to the
Utility Companies will be satisfied in full.  Hence, Ms. Harris
contends that it is unnecessary, and would be improvident use of
available cash, for the Debtors to make cash security deposits
with each of the Utility Companies.

According to Ms. Harris, the Debtors issued letters of credit to
several of the Utility Companies as adequate protection during
the previous bankruptcy.  On of these letters of credit, issued
to Duke Power, remains outstanding.  Duke Power can draw down on
this letter of credit if the Debtors do not make payment.  Thus,
the Duke Power is already adequately protected.

For those Utility Companies who will seek further adequate
assurance, the Debtors propose these Determination Procedures:

A. Within 10 business days after the entry of an Interim Utility
    Order, the Debtors will mail a copy of the Order to the
    Utility Companies on the Utility Service List;

B. A Utility Company that wishes to seek additional assurance of
    future payment from the Debtors must make a written request
    for the additional assurance within 30 days after service of
    the Interim Utility Order to the Debtors and their counsel;

C. Without further Court order, the Debtors may enter into
    agreements granting to the Utility Companies that have
    submitted requests for any additional assurance of future
    payment that the Debtors, in their sole discretion, determine
    is reasonable;

D. If a Utility Company timely requests additional assurance of
    future payment that the Debtors believe is unreasonable, the
    Debtors will promptly:

    (a) file a motion seeking a determination of adequate
        assurance of future payment with respect to the
        requesting Utility Company; and

    (b) schedule the Determination Motion to be heard by the
        Court at the next omnibus hearing;

E. Any Utility Company that does not timely request additional
    assurance will automatically be deemed, on a final basis, to
    have adequate assurance of payment for future utility
    services under Section 366, and as to the Utility Company,
    the Interim Utility Order will become final order on the day
    after the Request Deadline; and

F. If a Determination Motion is filed or a Determination Hearing
    is scheduled, the requesting Utility Company will be deemed
    to have adequate assurance of payment for future utility
    services without the need for payment of additional deposits
    or other security until a Court order is entered in this
    connection. (Pillowtex Bankruptcy News, Issue No. 47;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PINNACLE ENTERTAINMENT: Hosting Q2 2003 Conference Call Today
-------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) will release financial
results for its 2003 second quarter today prior to the market
opening, followed by a conference call at 11:00 a.m. EDT (8:00
a.m. PDT).

To participate in the conference call, please dial the following
number five to ten minutes prior to the scheduled conference call
time: (888) 792-8395.  International callers please call (706)
679-7241.  There is no pass code required for this call.

Hosting the call will be Pinnacle Entertainment's Chairman & CEO
Dan Lee, CFO Steve Capp and COO Wade Hundley.

This conference call will also be broadcast live over the Internet
and can be accessed by all interested parties at
http://www.pinnacle-entertainment-inc.com

To listen to the live call, please go to the Web site at least
fifteen minutes early to register, download, and install any
necessary audio software.

Pinnacle Entertainment (S&P - B Corporate Credit Rating - Stable)
owns and operates seven casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana, subject to continued compliance
with the conditions of the Louisiana Gaming Control Board.


PINNACLE ENTERTAINMENT: Enters Agreement on Argentina Properties
----------------------------------------------------------------
Pinnacle Entertainment, Inc., (NYSE: PNK) has executed an
agreement modifying the terms of the extension of its concession
agreement in the Province of Neuquen, Argentina.  The Company's
Casino Magic Argentina subsidiary operates casinos under exclusive
licenses in the Capital City of Neuquen and the Andean resort
community of San Martin de los Andes and has certain other rights
of exclusivity throughout the Province of Neuquen.

Pinnacle's existing concession agreement expires in December 2006.  
The Company can extend this agreement through 2021 through
construction of a new facility in Neuquen.

At year end 2002, the Company had approximately $3 million in
funds held in Argentine banks.  Under the revised agreement, the
Company's concession is extended to December 2016 provided that it
builds the envisioned new facility utilizing the cash assets of
the Argentine subsidiary plus the net income of its Argentine
operations through 2006.  The Company receives an additional
five-year extension, to December 2021, if it additionally invests
five million pesos in a three-star hotel facility with a minimum
of ten guest rooms.

Pinnacle's Argentine operations provided $8.8 million, $9.0
million, and $7.1 million of operating cash flow (EBITDA) in 1999,
2000, 2001, respectively.  EBITDA declined to $1.9 million in 2002
due to a weak Argentine economy and dramatic devaluation of the
Argentine peso relative to the dollar. The Argentine economy and
currency seem to be stabilizing in recent periods. As a result,
Pinnacle's first-quarter 2003 Argentine results included EBITDA of
$ 0.6 million versus $ 0.2 million for the same quarter of last
year.

"We are very pleased to have reached this modified agreement with
Governor Jorge Sobisch and the Province of Neuquen," stated Daniel
R. Lee, Chairman and CEO of Pinnacle.  "It allows us to move ahead
and reinvest our Argentine profits in expansion in Neuquen,
knowing that Casino Magic Argentina will be an active part of that
important community for the long term."

Pinnacle owns approximately twenty acres of land along National
Highway 22, near the center of the city of Neuquen.  National
Highway 22 is the principal highway connecting Buenos Aires and
the major cities of Northern Argentina with the Andean resorts of
San Martin de los Andes and Bariloche, as well as the southern tip
of South America.  The first phase of Pinnacle's reinvestment in
Neuquen will be to build a casino, restaurant and nightclub
complex on that site, replacing the existing twenty-two year-old
facility which is located at the back of the parking lot of the
regional airport. While small by U.S. standards, it is expected to
be the region's entertainment center.  The region has a population
of over 300,000 individuals.  Later phases may include additional
hotel rooms, additional restaurants, movie theaters, bowling
alleys and other entertainment amenities.  Grading has already
begun on the site in preparation of further construction.

Pinnacle has been assisted in the conceptual design of the Neuquen
complex by the Las Vegas firm of Marnell Corrao Associates.

Pinnacle Entertainment (S&P - B Corporate Credit Rating - Stable)
owns and operates seven casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana, subject to continued compliance
with the conditions of the Louisiana Gaming Control Board.


PLANVISTA CORP: June 30 Net Capital Deficit Narrows to $16 Mill.
----------------------------------------------------------------
PlanVista Corporation (OTCBB:PVST), which provides medical cost
containment and business outsourcing solutions to the medical
insurance and managed care industries, reported net income of $0.5
million for the quarter ended June 30, 2003, including a
previously-announced after-tax expense of $0.7 million for costs
related to a transaction with ProxyMed, Inc. and severance pay,
compared to net income of $1.2 million during the same period in
2002. Adjusted for the ProxyMed expense and severance pay, net
income for the quarter ended June 30, 2003 would have been $1.2
million.

                      Financial Results

The Company reported operating revenue of $7.9 million for the
second quarter, compared to $8.5 million for the same period in
2002. Income before income taxes totaled $0.8 million in the
second quarter of 2003, compared to $1.5 million for the second
quarter of 2002. For the quarter ended June 30, 2003, net income
totaled $0.5 million ($0.03 per diluted common share), compared to
$1.2 million ($0.07 per diluted common share) during the second
quarter of 2002. The Company's EBITDA (a non-GAAP measure defined
as earnings before interest, taxes, depreciation and amortization)
for the second quarter of 2003 was $1.6 million ($2.6 million
excluding the ProxyMed expenses and severance pay referenced
above), compared to $2.8 million for the same period in 2002 and
$2.7 million during the first quarter of 2003.

For the six months ended June 30, 2003, the Company reported
operating revenue of $15.9 million, compared to $16.4 million for
the same period in 2002. Income before income taxes totaled $2.6
million for the six months ended June 30, 2003, compared to $1.2
million for the same period in 2002. For the six months ended June
30, 2003, net income totaled $2.0 million ($0.11 per diluted
common share), compared to $1.8 million ($0.11 per diluted common
share) for the 2002 period. The Company's EBITDA for the first six
months of 2003 was $4.3 million ($5.2 million excluding the
ProxyMed expenses and severance pay referenced above), compared to
$5.3 million for the same period in 2002.

The 2003 results include previously-announced pre-tax expenses
totaling $1.0 million taken in the second quarter of 2003, which
relate to the agreement with ProxyMed ($0.9 million) and severance
pay ($0.1 million). The amount relating to ProxyMed includes a
non-cash expense of $0.5 million for a warrant issued to ProxyMed
that will allow for the purchase of 15% of the Company's common
stock for $1.95 per share if exercised, as well as cash payments
totaling $0.4 million over the first six months of the agreement
for exclusivity and for various data services.

The Company's June 30, 2003 balance sheet shows a working capital
deficit of about $36 million, and a total shareholders' equity
deficit of about $16 million.

"While we are disappointed with the absence of growth in revenues
compared to the prior year, we are pleased that the level of sales
is relatively stable as we continue our efforts to improve our
balance sheet and capital structure," said Phillip S. Dingle,
PlanVista's Chairman and Chief Executive Officer. "We continue to
believe we are better positioned to penetrate the payer market,
because of our continued enhancement of our core and new business
products and the support of our new financial partners. Our
expected new revenue of up to $5 million from new business since
March 2003 reflects that positioning. In addition, we are excited
about the potential new business from our relationship with
ProxyMed. ProxyMed is the second largest healthcare transaction
processing business in the United States. Our out-of-network
claims repricing services have been packaged with ProxyMed's core
transaction processing business, and we believe that ProxyMed's
customers will be receptive to this value-added product offering."

                         Business Highlights

The Company announced that since March 2003, it has sold new
business which is expected to contribute up to $5.0 million in
revenue in 2003. The new customers include American Republic
Insurance Company, HealthScope Benefits, National Rural Electric
Cooperative Association, and other national customers.

Under the terms of the new arrangements, which have effective
start dates between March and September 2003, PlanVista has
established network access and is delivering medical claim
repricing solutions utilizing the Company's own internally-
developed EDI and internet claim repricing systems. By processing
medical claims electronically, PlanVista is able to enhance the
repricing accuracy, speed, and claim turnaround time for the
payer.

According to PlanVista President and Chief Operating Officer
Jeffrey L. Markle: "We are pleased to welcome these significant
payers to PlanVista. Being chosen in a competitive process
reinforces the value that our customers place in our network
access, repricing technology, and medical claim cost containment
services."

Markle continued, "Since our March 2003 announcement regarding
Commonwealth Associates' investment in PlanVista, we have seen a
renewed payer confidence in our products, services, and long-term
growth strategy."

The Company's preferred provider network business sold and
implemented 11 new payers in the second quarter resulting in new
business revenues of $0.5 million during the quarter. The increase
in operating revenue from new business, compared to the second
quarter of 2002, was offset by a decrease in operating revenue due
to the departure of customers that are no longer in business, a
reduction in utilization of our services by other customers, and a
lower percentage of high-dollar claims.

The Company's other cost containment products, which generated
revenues of $1.8 million in fiscal year 2002 and include business
process outsourcing products PayerServ and PlanServ, as well as
bill negotiation, accelerated funding, and other services,
generated revenues of $0.7 million and $1.6 million in the three
and six months ended June 30, 2003, respectively, compared to $0.1
million and $0.6 million during the same periods in 2002,
respectively. These revenues represented 10.1% of the Company's
operating revenue in the first six months of 2003.

The Company's ClaimPassXL(R) internet repricing system generated
$2.6 million in revenue in the second quarter of 2003, or 33.0% of
the Company's operating revenue for the quarter, compared to $2.4
million during the second quarter of 2002. The Company processed
145,000 medical claims via the Internet in the second quarter,
compared to 146,000 claims during the same period in 2002. In
total, the Company processed 929,000 medical claims in the second
quarter, compared to 921,000 claims during the same period in
2002.

Dingle concluded: "We are pleased with our business prospects and
growth opportunities, particularly with the potential prospects
generated by our joint sales and marketing efforts with ProxyMed,
which have been encouraging to date. Accordingly, we remain
confident of meeting the previously-announced revenue estimates of
between $34 million and $36 million for 2003. Further, we are
continuing to explore alternatives, including the possible sale of
equity securities, to refinance our debt, reduce our obligations,
recapitalize the Company, and provide additional liquidity. As
these activities progress, we hope to resolve the uncertainties
surrounding the number of fully diluted shares outstanding, which
relate primarily to our convertible preferred stock and pro forma
ownership of the Company, and place our Company in a better
position to grow."

                    Preferred Stock Accretion

In connection with our April 12, 2002 debt restructuring, the
Company was required to adopt the accounting principles prescribed
by Emerging Issues Task Force No. 00-27, "Application of Issue No.
98-5 to Certain Convertible Instruments" ("EITF 00-27"). In
accordance with the accounting requirements of EITF 00-27, to date
the Company has reflected approximately $78.6 million as an
increase to the carrying value of its Series C Convertible
Preferred Stock with a comparable reduction to its additional
paid-in capital. The amount accreted to the convertible preferred
stock is calculated based on (a) the difference between the
closing price of the Company's common stock on April 12, 2002 and
the conversion price per share available to the holders of the
convertible preferred stock, multiplied by (b) our estimate of the
number of shares of common stock that will be issued if or when
the convertible preferred stock is converted. This amount is
accreted through October 12, 2003, the contractual life of the
convertible preferred stock. This non-cash transaction does not
affect the Company's net income or its total stockholders' equity
but does reduce the net income deemed available to common
stockholders for reporting purposes. Net income deemed available
to common stockholders is further reduced by dividends paid on the
convertible preferred stock. As a result of the dividends and
accretion on the convertible preferred stock, net loss deemed
available to common stockholders per diluted share was $(0.99) and
$(0.78) for the three months ended June 30, 2003 and 2002,
respectively, and $(1.92) and $(0.77) for the six months ended
June 30, 2003 and 2002, respectively. (i) EBITDA is a metric that
Company management believes is a meaningful measure of operating
performance. The calculation of EBITDA has no basis in Generally
Accepted Accounting Principles.

PlanVista Solutions provides medical cost containment and business
process outsourcing solutions to the medical insurance and managed
care industries. Specifically, we provide integrated national
preferred provider organization network access, electronic claims
repricing, and network and data management services to health care
payers, such as self-insured employers, medical insurance
carriers, third party administrators, health maintenance
organizations, and other entities that pay claims on behalf of
health plans. We also provide network and data management services
to health care providers, such as individual providers and
provider networks. Visit the Company's Web site at
http://www.planvista.com  


RADNOR HLDGS: Liquidity Concerns Prompts S&P to Keep Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Radnor
Holdings Corp. to negative from stable as a result of the
company's significantly weaker-than-expected financial performance
in the second quarter of 2003, which has eroded the company's
liquidity position.

Standard & Poor's said that it has affirmed its 'B+' corporate
credit rating on the Radnor, Pennsylvania-based company.

"The outlook revision highlights the risk of a downgrade sometime
this year given the disappointing second-quarter operating results
and weaker than expected operating trend for the rest of 2003,"
said Standard & Poor's credit analyst Liley Mehta. "Weak results
were the result of the company's inability to fully recoup higher
raw material costs from customers, volume declines in the
packaging segment, and the impact of higher natural gas costs."

Standard & Poor's said that its ratings reflect Radnor's very
aggressive financial leverage, weaker-than-expected financial
flexibility, and its narrow scope of operations, which overshadows
its below-average business profile. With annual sales of about
$326 million, Radnor produces expanded polystyrene (EPS) foam
disposable cups and containers for the foodservice industry (about
60% of revenues) and EPS resins in the U.S. and Europe (40%).
Radnor is the second-largest player with an estimated share of 35%
in the foam segment of the U.S. disposable cup and container
market, mainly producing hot drink cups.


RITE AID: Amends and Restates New $1.85 Billion Credit Facility
---------------------------------------------------------------
Rite Aid Corporation has amended and restated its new $1.85
billion senior secured credit facility due April 2008, resulting
in a lower interest rate on the term loan borrowings under the
facility. The senior secured credit facility, which was entered
into in May 2003, consists of a $1.15 billion term loan and a $700
million revolving credit facility. The interest rate on the term
loan borrowings under the facility has been reduced by 0.5
percent.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of nearly $16 billion and
approximately 3,400 stores in 28 states and the District of
Columbia. Information about Rite Aid, including corporate
background and press releases, is available through the company's
Web site at http://www.riteaid.com

As reported in Troubled Company Reporter's April 25, 2003 edition,
Standard & Poor's Ratings Services raised the corporate credit
rating on Rite Aid Corp. and Rite Aid Lease Management Co. to 'B+'
from 'B', and the ratings on the senior secured second-lien notes
to 'B+' from 'B-'.

At the same time, Standard & Poor's assigned its 'BB' rating to
Rite Aid's pending $2.0 billion senior secured credit facility,
which matures in 2008. Concurrently, Standard & Poor's affirmed
its 'B-' rating on senior unsecured notes and its 'CCC+' rating on
Rite Aid's preferred stock. All ratings were removed from
CreditWatch where they were placed April 14, 2003. The outlook is
stable. The Camp Hill, Pennsylvania-based company has $3.8 billion
of funded debt as of March 1, 2003.


RJ REYNOLDS: S&P Affirms Ratings & Revises Outlook to Negative
--------------------------------------------------------------  
Standard & Poor's Ratings Services revised its rating outlook for
RJ Reynolds Tobacco Holdings Inc. to negative from stable. At the
same time, Standard & Poor's affirmed its 'BB+' corporate credit
and senior unsecured debt ratings on RJR. Standard & Poor's also
affirmed its 'BB' senior unsecured ratings on those selected debt
issues that are not guaranteed by RJR's material operating
subsidiaries (including RJ Reynolds Tobacco Company).

About $2.0 billion of total debt was outstanding at RJR at
June 30, 2003.

The outlook revision reflects Standard & Poor's assessment of the
U.S. tobacco industry environment and RJR's competitive position.
Last week, RJR reported its second-quarter earnings, which
included a 47% decline in operating earnings before $55 million of
restructuring charges. Although Standard & Poor's had anticipated
a weak second quarter for RJR, industry conditions do not appear
to be improving. Recent earnings releases from other industry
participants indicate that promotional and discounting activity is
still at high levels, and it is unclear when this trend will begin
to reverse.

In addition, RJR expects to announce a significant restructuring
charge in the September/October time period as part of an ongoing
review of its business strategy and cost structure. It is
uncertain as to how quickly any recommendations or changes to
RJR's business can be implemented in order to stem further erosion
of volume and operating profit.

"The ratings on RJ Reynolds Tobacco Holdings Inc. (RJR) and
related entities are based on the company's No. 2 position in the
declining domestic tobacco market, its declining brand volume and
market share, weakened competitive position, and significant
uncertainties about future domestic operating performance and
pricing strategies," said Standard & Poor's credit analyst Nicole
Delz Lynch. "Furthermore, the U.S. tobacco industry continues to
face significant litigation challenges. These factors are somewhat
mitigated by the firm's strong financial condition and
conservative financial policies."

RJR continues to face intense competition in the U.S. cigarette
market and future pricing uncertainty arising from increased state
excise taxes and the corresponding growth of deep discount
manufacturers. Standard & Poor's believes that these factors will
result in continued declines in RJR's domestic cigarette volume
and cash flow.


SAFETY-KLEEN: Proposes Post-Confirmation Management & Salaries
--------------------------------------------------------------
D. J. Baker, Esq., at Skadden Arps, in New York, notes that
Section 1129(a)(5)(A) of the Bankruptcy Code requires the
proponent of a plan of reorganization to disclose the identity and
affiliations of any individual proposed to serve, after
confirmation of the plan, as a director, officer, or voting
trustee of the debtor, an affiliate of the debtor participating in
a joint plan with the debtor, or a successor to the debtor under
the plan.  The Bankruptcy Code further requires the proponent of a
plan of reorganization to disclose the "identity of any insider
that will be employed or retained by the reorganized debtor, and
the nature of any compensation for such insider."

Mr. Baker points out that the Plan provides that the existing
officers of Safety-Kleen Corporation will serve as the officers of
one or more of the Reorganized Debtors in their current capacities
after the Effective Date.  Mr. Baker identifies the individuals
expected to serve as the initial officers of the Reorganized
Debtors and the nature of compensation for the Initial Officers.

Mr. Baker informs Judge Walsh that negotiations with respect to
the exact amount of the salaries, bonuses and other compensation
have not been completed between the senior management and the
lenders. Accordingly, these amounts may change.  Once a final
agreement is reached with respect to the salaries, bonuses and
other compensation, these items will be brought to the Board of
Directors for approval.

Name and                 Anticipated Annual   Anticipated Annual
Principal Position         Salary ($)*            Bonus ($)*
------------------       ------------------   ------------------
Ronald A. Rittenmeyer               800,000              900,000
-- Chairman of the Board,
    Chief Executive Officer
    and President

Larry W. Singleton                  300,000              350,000
-- Executive Vice President,
    and Chief Financial Officer

David M. Sprinkle                   300,000              300,000
-- Executive Vice President
    for Operations

Thomas W. Arnst                     300,000              350,000
-- Executive Vice President and
    Chief Administrative Officer

Bruce E. Roberson                   350,000              500,000
-- Executive Vice President
    for Sales & Marketing

In addition to this compensation, the Reorganized Debtors expect
to adopt and are continuing to negotiate with the Lenders the
terms of a management incentive plan to promote the long-term
growth and profitability of the Reorganized Debtors.  Mr. Baker
relates that the Management Incentive Plan will "provide members
of the Reorganized Debtors' senior management with incentives to
improve stockholder value and to contribute to the growth and
financial success of the Reorganized Debtors and enable the
Reorganized Debtors to attract, retain and reward the best
available persons for positions of substantial responsibility."

The Management Incentive Plan will likely grant select members of
the Reorganized Debtors' senior management an opportunity to
receive New Common Stock of the Reorganized Debtors through:

       (a) direct grants of shares of New Common Stock;

       (b) purchases of shares of New Common Stock; and/or

       (c) warrants or options to purchase shares of New Common
           Stock.

In addition, the Management Incentive Plan will likely provide for
other compensation, awards and benefits.  Any Management Incentive
Plan adopted and the criteria for awards will be subject to the
Board of Directors' approval. (Safety-Kleen Bankruptcy News, Issue
No. 62; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SAMUELS JEWELERS: US Trustee to Meet with Creditors on Sept. 12
---------------------------------------------------------------
The United States Trustee for Region III will convene a meeting of
Samuels Jewelers, Inc.'s creditors on September 12, 2003, 10:00
p.m., at J. Calebs Boggs Federal Building, 2nd Floor, Room 2112,
in Wilmington, Delaware. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Samuels Jewelers, Inc., headquartered in Austin, Texas, operates a
national chain of specialty retail jewelry stores located in
regional shopping malls, power centers, strip centers and stand-
alone stores. The Company filed for chapter 11 protection on
August 4, 2003 (Bankr. Del. Case No. 03-12399). Scott D. Cousins,
Esq., William E. Chipman Jr., Victoria W. Counihan, Esq., at
Greenberg Traurig LLP represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $42,500,000 in total assets and $78,400,000
in total debts.


SATURN (SOLUTIONS): Bank Lender Agrees to Forbear Until Oct. 31
---------------------------------------------------------------
Saturn (Solutions) Inc., expects to release its results for the
fiscal year ended May 31, 2003 during the month of September.

According to Saturn's CEO, George Hurlburt, "While we are not yet
in a position to release our results for the fiscal year, we know
that they will be very disappointing. While a slight seasonal
downturn was expected for the quarter ended May 31, many other
factors added to the decline in demand for CD and Turnkey services
provided by our Montreal and Ireland facilities".

In light of the results, Saturn is currently in default of certain
covenants under the loan agreement with Saturn's principal
Canadian bank. Saturn has entered into a standstill agreement with
the bank under which the bank has agreed to continue to provide
support to Saturn, subject to compliance by Saturn with a number
of conditions, and to forbear until at least October 31, 2003 from
taking action against Saturn.

Saturn further announced that it has taken a number of measures in
light of its difficult financial condition. These include the
engagement of experienced external financial advisors to assess
the strategic alternatives available to the Company, recommend
possible courses of action with respect to mergers or
partnerships, and develop a business plan to reflect the
challenges of Saturn's industry and Saturn's on-going operations.
In addition, Saturn is considering various options with respect to
its wholly-owned Irish subsidiary, Saturn Fulfilment Services
Limited, in light of the subsidiary's financial condition.

Saturn also announced the resignations of Messrs. Raymond Fullam
and Sylvain Duval as directors of the Company. Mr. Fullam has
served as a director of Saturn since 1996 and Mr. Duval since
November 2002. George Hurlburt said: "We thank Ray Fullam and
Sylvain Duval for their valued contribution to Saturn and for
their devoted service as directors."

Mr. Hurlburt continued, "We are working with our external
financial advisors to address the situation at Saturn. We
appreciate the patience that has been demonstrated by the
Company's financiers and suppliers during this continuing period
of transition. While there is no guarantee that we will be
successful, Saturn's Board of Directors and management will
explore every means of improving Saturn's financial condition. In
this regard, we are gratified that preliminary sales results from
our North American operations for the months of June and July were
better than we forecasted."


SCOTIA PACIFIC: Class A-3 Rating Cut to Speculative Grade Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of timber-collateralized notes issued by Scotia Pacific
Co. LLC. Additionally, the ratings remain on CreditWatch with
negative implications, where they were placed Nov. 25, 2002.

The lowered ratings reflect the negative impact that depressed
timber prices, lower-than-expected harvest levels, and higher-
than-expected capital/operating expenses have had on the cash flow
available for debt service. Given these factors, ScoPac has
increasingly relied upon borrowings under the line of credit to
make required interest payments on the bonds, and draws upon the
scheduled amortization reserve account to make payments of
principal in accordance with the scheduled amortization schedule.

While ScoPac has continued to make all semi-annual scheduled
principal amortization payments to date (as opposed to the minimum
principal amortization payments representing the minimum amount of
principal that ScoPac must pay), more than $26 million has been
withdrawn from the scheduled amortization reserve account (SAR
account), beginning with the January 2002 payment and continuing
through all subsequent payment dates including July 2003, in order
to meet the scheduled principal amortization payment.
Additionally, while permissible under the transaction documents,
it should be noted that $29.4 million from the SAR account was
released from the lien of the indenture to the issuer in March
2002 after ScoPac notified the trustee that it had met all of the
necessary requirements (i.e. achieving certain cumulative harvest
levels, inventory of company timber covered by timber harvest
plans, and no outstanding LOC borrowings) as of the SAR reduction
date. The SAR Account, which was not part of the original credit
enhancement at closing, was subsequently established in November
1999. The deposit of the funds into the SAR account was as a
result of the release of a portion of the funds received from the
consummation of the Headwaters Agreement. (On March 1, 1999,
ScoPac, Pacific Lumber Co., and Salmon Creek Corp., another wholly
owned subsidiary of Pacific Lumber Co., consummated the Headwaters
Agreement with the U.S. and California). The amount on deposit in
the SAR account (post July 2003 payment date) is $105.9 million,
versus the required SAR account balance of $117.5 million.

Furthermore, beginning with the July 2002 payment date, the amount
of borrowings under the LOC facility has increased with each
subsequent payment date. The LOC borrowings on the July 2002,
January 2003, and July 2003 payment dates were $13.89 million,
$23.86 million, and $29.43 million, respectively. Moreover, the
July 2003 payment date represented the first time that outstanding
borrowings under the LOC, from the prior payment date, were not
fully repaid. Including the current request for borrowings under
the LOC, the current outstanding borrowing under the LOC is $30.67
million against a $58.50 million borrowing capacity.

ScoPac, a special-purpose Delaware Limited Liability Co., wholly
owned by the Pacific Lumber Co. (B/Negative/-), was organized by
Pacific Lumber to facilitate its July 1998 debt issuance. While it
is expected that substantially all of ScoPac's revenue will be
generated from the sale of logs to Pacific Lumber, the new master
purchase agreement entered into by ScoPac and Pacific Lumber,
dated July 20, 1998, does allow for the sale of logs to third
parties. The cash flow available to make debt service payments on
the timber collateralized notes depends primarily upon the sale
prices received for logs harvested from ScoPac's timberlands, in
addition to the quantities and timing of log sales. The purchase
price for each log purchase agreement shall be at least equal to
or greater than the then published SBE price. The SBE price, for
any species and category of timber, is the stumpage price for each
such species and category. The stumpage price is set forth in the
most recent Harvest Value Schedule published by the California
State Board of Equalization applicable to the timber sold during
the period covered by such Harvest Value Schedule. Although SBE
prices have recently trended upward from 2002 SBE prices, which
exhibited the lowest pricing levels since 1992 (after SBE prices
peaked in mid to late 2000), SBE price trends continue to be below
pricing scenarios utilized in conjunction with the original
analysis. Pricing in conjunction with the lower-than-projected
harvest levels, as well as higher-than-expected capital/operating
expenses, do not allow the transaction to sustain stresses
consistent with the existing ratings.

The ratings on all classes of the aforementioned transaction will
remain on CreditWatch negative for the next three to four months
as Standard & Poor's continues to monitor the performance of the
key performance-related variables. If during this time period SBE
prices can exhibit stability, and if harvest levels meet ScoPac
projections, the ratings on all classes will be removed from
CreditWatch with negative implications.
   
     RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE
   
                      Scotia Pacific Co. LLC
                   Timber collateralized notes
   
                    Rating
     Class   To                 From           Balance (mil. $)
     A-1     BBB+/Watch Neg     A/Watch Neg             83.860
     A-2     BBB/Watch Neg      A/Watch Neg            243.200
     A-3     BB/Watch Neg       BBB/Watch Neg          463.348


SIMULA INC: Expects Weaker Performance Results for 2nd Quarter
--------------------------------------------------------------
Simula Inc. (AMEX: SMU), it expects to report revenues for the
second quarter ended June 30, 2003 of $17.2 million, a decrease of
20% from $21.6 million in the second quarter of 2002. Revenues
were impacted by delays in funding for certain programs and
production line interruptions occurring in connection with
consolidation of the Company's Asheville, N.C. operations into the
Phoenix operation.

The Company will report a net loss for the second quarter ended
June 30, 2003, of $1.8 million. The second quarter was impacted by
one time items including a $1 million fee under a leverage ratio
loan covenant, a $0.4 million charge related to the early
retirement of a mortgage note related to the closing of the
Company's Asheville facility, and moving and restructuring charges
of approximately $0.6 million.

"Results were consistent with our internal expectations. Revenue
is expected to grow substantially in the third and fourth quarter.
Our defense business remains robust and bookings are strong. We
expect the second-half of the year will represent record
production and deliveries," said Brad Forst, President & CEO.

The Company reconfirms 2003 guidance for revenue growth in the
Aerospace and Defense Group in the range of 15% over 2002, and for
profitability in 2003. The Company expects 2003 Earnings before
interest, taxes, depreciation and amortization (EBITDA) of
approximately $15 million, excluding the impact of the $1 million
covenant fee discussed above and approximately $1 million in
estimated one-time moving and restructuring costs. The Company
believes EBITDA excluding one-time charges to be a useful
performance measure due to its leveraged status.

               2003 Expected EBITDA (in millions)

Expected Income Before Discontinued Operations           $ 1.2
Add: Expected Depreciation & Amortization                  1.2
Add: Expected Interest Expense                            10.5
Add: Expected Income Tax Expense                            .1
Add: Expected One-Time Moving & Restructuring Costs        1.0
Add: One-Time Covenant Fee                                 1.0
                                                          ----
2003 Expected EBITDA                                    $ 15.0
                                                          ====

In July, Simula announced that it had signed a letter of intent to
be acquired by Armor Holdings, Inc. The Company confirmed that the
process toward a definitive merger agreement remains on track.

The Company expects to file its Form 10Q on August 14, 2003.

Simula -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $40 million -- designs and
makes systems and devices that save human lives. Its core markets
are military aviation safety, military personnel safety, and land
and marine safety. Simula's core technologies include energy-
absorbing seating systems, inflatable restraints, advanced polymer
materials, lightweight transparent and opaque armor products,
emergency bailout parachutes and military personnel protective
equipment. For more information, go to http://www.simula.com  


SLMSOFT: Canadian Court Extends CCAA Protection until October 15
----------------------------------------------------------------
SLMsoft Inc. (TSX: ESP.a, ESP.b), a leading global provider of e-
financial solutions, announced that an extension of the stay of
proceedings contained in the Initial Order of May 27, 2003 under
the Companies' Creditors Arrangement Act, until October 15th,
2003.

On September 10, 2003, a motion to determine the amount of debt
owed to Insight, an unsecured creditor shall be presented to the
Court for determination. Thereafter, SLM will create a plan of
arrangement for approval by its creditors and finalize
restructuring efforts.


STONE & WEBSTER: Files Amended Joint Reorganization Plan in Del.
----------------------------------------------------------------
Stone & Webster, Incorporated (OTC: SWBIQ.PK) and Stone & Webster
Engineers and Constructors, Inc., filed their Third Amended Joint
Plan of Reorganization with the United States Bankruptcy Court for
the District of Delaware.

The Amended Plan, which has the support of Federal Insurance
Company and Maine Yankee Atomic Power Company, the companies' two
largest unsecured creditors, as well as the Official Committee of
Unsecured Creditors and the Official Committee of Equity Holders,
provides for the creation of separate consolidated estates for
Stone & Webster, Incorporated and certain of its debtor
subsidiaries and Stone & Webster Engineers and Constructors, Inc.
and certain of its debtor subsidiaries, with each estate to be
separately funded and administered.

Equity holders as of August 27, 2003 who vote to accept the
Amended Plan and tender their shares on ballot forms that are
expected to be distributed in early to mid-September may receive
an initial distribution of up to $.62 per share in cash, $.50 of
which is contingent upon Federal Insurance Company first receiving
an initial distribution of $25 million.

The Amended Plan, which remains subject to confirmation by the
Bankruptcy Court and is subject to a number of other conditions,
is expected to become effective during the fourth quarter of 2003
or the first quarter of 2004. Interested parties are urged to read
the Amended Plan and the related Disclosure Statement, copies of
which have been filed with the Bankruptcy Court and will be filed
with the Securities and Exchange Commission in the near future.
More information is available on the companies' Web site at
http://www.stonewebinc.com  


SUN HEALTHCARE: Enters Stipulation Allowing 2 Employees' Claims
---------------------------------------------------------------
On the grounds of wrongful termination, two claimants filed
claims against the Sun Healthcare Debtors on June 12, 2000:

     Claimant               Claim No.       Claim Amount
     --------               ---------       ------------
     Marjorie Davis           09355          $1,500,000
     Jocelyn L. Tichenor      09269          15,000,000

However, the Claims had duplicate proofs of claim on the Debtors'
Claims register:

     Claim No.              Duplicate Claim Nos.
     ---------              --------------------
       09355                09357, 09359 and 09361
       09269                09270, 09271 and 09273

After arm's-length and good faith negotiations, the parties
settled the dispute through a stipulation, which provides that:

   (a) Ms. Davis' Claim No. 09355 is amended and allowed as a
       general unsecured claim for $630,000 against the estate of
       Phoenix Associates, Inc. while Claim Nos. 09270, 09271 and
       09273 are expunged in their entirety; and

   (b) Ms. Tichenor's Claim No. 09269 is amended and allowed as a
       general unsecured claim for $1,500,000 against the estate
       of Phoenix Associates, Inc. while Claim Nos. 09357, 09359
       and 09361 are expunged in their entirety.

Both Claimants further agree not to assert any other Proofs of
Claim in the Debtors' cases.    

Accordingly, the Debtors ask the Judge Fitzgerald to approve the
Stipulations in all respects. (Sun Healthcare Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


TROPICAL SPORTSWEAR: Initiates Changes in Sr. Management & Board
----------------------------------------------------------------
Tropical Sportswear Int'l Corporation (Nasdaq:TSIC) announced that
its Board of Directors has concluded the review of strategic
alternatives that began with the appointment of Merrill Lynch on
June 2, 2003. The Board of Directors has determined that it is in
the best long-term interest of the Company, and the best
alternative for increasing shareholder value, that the Company
continues pursuing its present strategic business plan.

The Company also announced several changes in senior management
and the Board of Directors. Eloy S. Vallina-Laguera has been
appointed Chairman of the Board, succeeding Michael Kagan, and Mr.
Kagan has been appointed Chief Executive Officer and will remain a
member of the Board of Directors. Mr. Vallina has been a member of
the Board since 1989. Mr. Kagan was appointed as a director and
Chairman of the Board in November 2002. Prior to that appointment,
Mr. Kagan had been a director and the Company's Chief Financial
Officer from November 1989 until his retirement in August 2002.
Mr. Kagan has over 30 years of apparel related experience.

The Company also announced that Richard J. Domino will become
President and Robin J. Cohan will become Chief Financial Officer
and Treasurer. Mr. Domino has been with the Company since 1988
serving in various capacities, including as President of the
Company's private brand division. Mr. Domino has over 30 years of
experience in the apparel industry. Ms. Cohan has been with the
Company since March 2000 serving as Senior Vice President of
Finance. Ms. Cohan is a C.P.A. and has over 10 years of experience
as a financial executive for public companies. Ms. Cohan also
spent 5 years in public accounting with PricewaterhouseCoopers.

The Company has decided to terminate the employment of Christopher
B. Munday, the former President and CEO, N. Larry McPherson, the
former Executive Vice President and CFO, and Gregory Williams, the
former Executive Vice President and General Counsel, each
effective August 15, 2003. Michael R. Mitchell, the former
President of the Savane division, has agreed to step down and
pursue other interests, also effective August 15, 2003. The one-
time charges associated with the management changes will be
reflected in the fourth quarter results.

Mr. Kagan commented, "We believe that we can better enhance long-
term shareholder value by remaining independent and restructuring
the business. The former management team had initiated and
completed a number of positive changes in the business and these
additional structural changes will further streamline the business
by focusing the operations under one well-qualified president. We
are getting back to our core operations, and these are the
additional steps we need to take in getting there."

TSI is a designer, producer and marketer of high-quality branded
and retailer private branded apparel products that are sold to
major retailers in all levels and channels of distribution.
Primary product lines feature casual and dress-casual pants,
shorts, denim jeans, and woven and knit shirts for men, women,
boys and girls. Major owned brands include Savane(R), Farah(R),
Flyers(TM), The Original Khaki Co.(R), Bay to Bay(T), Two
Pepper(R), Royal Palm(R), Banana Joe(R), and Authentic Chino
Casuals(R). Licensed brands include Bill Blass(R) and Van
Heusen(R). Retailer national private brands that we produce
include Puritan(R), Member's Mark(R), Sonoma(R), Croft &
Barrow(R), St. John's Bay(R), Charter Club(R), Roundtree &
Yorke(R), Geoffrey Beene(R), G.H. Bass(R), Izod(R), and White
Stag(R). TSI distinguishes itself by providing major retailers
with comprehensive brand management programs and uses advanced
technology to provide retailers with customer, product and market
analyses, apparel design, and merchandising consulting and
inventory forecasting with a focus on return on investment.

As reported in Troubled Company Reporter's July 25, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on apparel manufacturer Tropical Sportswear International
Corp. to 'B+' from 'BB-', and its subordinated debt to 'B-' from
'B'.

These ratings remain on CreditWatch with developing implications
where they were placed June 3, 2003, following the company's
announcement that it has retained Merrill Lynch & Co. to act as a
financial advisor to explore strategic alternatives to maximize
long-term shareholder value.


UNITED AIRLINES: Wants Go-Signal to Implement Selective KERP
------------------------------------------------------------
UAL Corporation's first Key Employee Retention Plan was limited to
350 participants at a cost of no more than $20,700,000.

Recently, the Debtors experienced significant attrition from the
Key Professional and Technical Employees in their Information
Services Division.  Many of these employees are critical to the
Debtors' continuing business and have been actively recruited
and/or have left for alternative employment within and outside
the airline industry.  The Debtors have had difficulty retaining
similar employees, and replacing the departing ones has proved
"extremely challenging."

The Debtors, with the assistance of their employee benefits
advisors, Towers Perrin, have developed a Technical Employee KERP
to assist in retaining their Key Professional and Technical
Employees.  The Plan provides for financial awards that will not
exceed $9,500,000 and will be extended to no more than 600
participants.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Technical Employee KERP is essential to retain employees that
will assist the Debtors in operating and emerging from Chapter
11.  These employees are experienced, talented and intimately
familiar with the Debtors' business.  They possess highly
marketable technical skills making them difficult to replace.

Traditionally, the ISD turnover has been about 6.3% annually.
However, for the period from January 2003 to June 2003, the
turnover was 16% and appears to be increasing.

The titles eligible for participation in the Technical Employee
KERP include:

   (1) Applications Development Project Leader;

   (2) Senior Analyst;

   (3) Programmer Analyst;

   (4) Applications Development Engineer;

   (5) Senior Staff Planner -- Routes/Schedules; and

   (6) Staff Specialist -- Pricing.

Exit interviews indicate that employees are leaving due to
financial instability, potential future pay cuts and limited
career development.  The Technical Employee KERP is designed to
motivate participants to maximize the value of the Debtors'
estates.  Mr. Sprayregen assures the Court that the KERP was
constructed with the Debtors' financial constraints in mind to
avoid unnecessary or excessive incentives.  The costs of the
Technical Employee KERP are outweighed by the damage to the
Debtors and their estates if these Employees leave the Debtors.

Each participant will receive 20% of their annual base pay, to be
transferred in two installments.  The first 50% will be paid on
the effective date of a confirmed Plan of Reorganization.  The
remaining 50% will be paid six months thereafter. (United Airlines
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


U.S. CONCRETE: Gets Waivers of Certain Loan Covenant Violations
---------------------------------------------------------------
U.S. Concrete, Inc. (Nasdaq: RMIX) reported results for the three
and six months ended June 30, 2003.

Revenues in the second quarter of 2003 were $124.6 million
compared to $140.2 million in the second quarter of 2002. The 11.1
percent decline in revenues was primarily due to a volume decrease
in the Company's ready-mixed concrete operations as a result of a
general weakening in construction activities in most of the
Company's markets, continued poor weather in the Company's
Tennessee, Michigan and Northeast markets, and exiting certain
non- core businesses in the Company's Dallas/Ft. Worth operation
during the fourth quarter of 2002. Sequentially, the 11.1 percent
revenue decline in the second quarter compares favorably with the
18.9 percent decline in revenue the Company experienced during the
first quarter of 2003 from the first quarter of 2002.

Net income for the second quarter of 2003 was $3.5 million, or
$0.13 per diluted share on 28.1 million shares, compared to net
income of $6.7 million, or $0.25 per diluted share on 26.8 million
shares, for the same period last year.

"The second quarter was challenging, particularly in light of
abnormally wet weather in certain of our markets and the continued
effects of a sluggish economy on construction activity," stated
Eugene Martineau, Chief Executive Officer. "While the quarterly
financial results are disappointing, we remain committed to our
operating strategy and are not waiting for market conditions to
simply improve. During the second quarter, we further focused our
efforts on controlling costs and capital spending. In addition,
our increased emphasis on value added marketing and sales is
beginning to yield positive results. We remain optimistic that
these efforts will generate improved results for the remainder of
the year, assuming seasonally normal weather conditions."

For the six months ended June 30, 2003, revenues were $209.7
million compared to revenues of $245.1 million for the first six
months of 2002. The net loss for the first half of 2003 was $0.5
million, or $0.02 per diluted share, compared to net income,
before cumulative effect of accounting change of $6.0 million, or
$0.22 per diluted share, during the same period last year. The
cumulative effect of the adoption of SFAS No 142 regarding
goodwill had a negative net income effect of $24.3 million, or
$0.91 per diluted share, for the first half of 2002.

At June 30, 2003, the Company's balance sheet shows that its total
current liabilities exceeded its total current assets by about $22
million.

As a result of the difficult operating environment the Company has
endured over the past several quarters, the Company failed to
comply with the total leverage ratio covenant contained in its
$200 million senior credit agreement and in its note agreement
covering $95 million of senior subordinated notes, as of June 30,
2003. The Company has obtained waivers for those covenant
requirements and, in connection with obtaining those waivers, has
agreed to limit its borrowings under the credit agreement to $125
million during the waiver period, which borrowings stood at $73
million at June 30, 2003. The Company is in discussions to replace
its senior credit agreement, which matures in May 2004, and modify
its note agreement.

                           OUTLOOK

U.S. Concrete expects revenue for the third quarter of 2003 in the
range of $135 million to $145 million and net income per share in
the range of $0.25 to $0.29. For the full year 2003, U.S. Concrete
now expects revenue in the range of $460 million to $480 million
and net income per share in the range of $0.40 to $0.45. This
revised guidance assumes seasonally normal weather conditions.
Previous guidance for the full year 2003 was revenue in the range
of $500 million to $510 million and net income per share in the
range of $0.53 to $0.59.

U.S. Concrete, Inc. provides ready-mixed concrete and related
concrete products and services to the construction industry in
several major markets in the United States. The Company has 91
fixed and nine portable ready-mixed concrete plants, eight pre-
cast concrete plants, three concrete block plants and one
aggregates quarry. During 2002, these facilities produced 5.4
million cubic yards of ready-mixed concrete, 7.1 million eight-
inch equivalent block units and 1.2 million tons of aggregates.
For more information on U.S. Concrete visit
http://www.us-concrete.com  


USG CORP: Committee Gets OK to Litigate Preferential Transfers
--------------------------------------------------------------
In a Court-approved Stipulation, the USG Corp. Debtors and the
Official  Committee of Unsecured Creditors agree that:

   (a) the Committee is authorized to file preferential transfer
       complaints against the USG creditors; and

   (b) the time by which the summons and the complaint are to be
       served on the Defendants is extended, pursuant to Rule
       9006(b) of the Federal Rules of Bankruptcy Procedure,
       until 90 days after the confirmation of a reorganization
       plan in the Debtors' Chapter 11 cases.  The complaint may
       not be served on the Defendants until the Court has
       determined which of the actions may be prosecuted and
       whether the Debtors, the Committee, or both should be the
       party prosecuting the actions asserted in the complaint.  
       Either the Debtors or the Committee, at any time, may
       bring a request for the determination or any issue
       reserved by the parties. (USG Bankruptcy News, Issue No.
       51; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: Wants Nod to Assume Kaplan Employment Agreement
--------------------------------------------------------------
Robert G. Sable, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, tells the Court that Mark Kaplan is Weirton Steel's
current Chief Financial Officer.  Weirton's Existing Employment
Agreement with Mr. Kaplan includes these terms:

A. Term

   Three years from the Effective Date, unless terminated.

B. Compensation

   (1) a $260,000 annual base salary;

   (2) an annual bonus equal to at least 50% of base salary for
       attaining certain incentive goals;

   (3) a bonus for the year 2003 as approved by the Compensation
       Committee of the Board;

   (4) automobile expense reimbursement;

   (5) participation in Weirton's retirement plan; and

   (6) participation in Weirton's Supplemental Employee
       Retirement Plan.

C. Indemnification

   Weirton will indemnify Mr. Kaplan to the fullest extent
   permitted by Delaware law and Weirton's charter in
   connection with any cause of action arising as a result of Mr.
   Kaplan's employment and positions with Weirton.

D. Termination

   The Existing Employment Agreement and Mr. Kaplan's   
   employment may be terminated in these circumstances:

   (1) Death;

   (2) As a Result of Disability

       In this event, Mr. Kaplan will continue to receive base
       salary and benefits until the earlier of his death or the
       date he becomes eligible for disability income under    
       Weirton's then applicable long-term disability plan or
       workers' compensation insurance plan; and

   (3) By Weirton, for cause.

Pursuant to the terms of the Employment Agreement, Mr. Kaplan was
entitled for a one-year period to resign as Weirton's officer and
receive a substantial severance benefit equal to:

   (i) two times the annual gross salary, payable within 10 days
       of resignation, plus

  (ii) the present value of lifetime executive health benefits.

In waiving his resignation rights and corresponding right to
severance payment arising from the failed charter amendment, Mr.
Kaplan was paid a $933,297 supplemental retirement plan
contribution on February 7, 2003.  However, in light of Weirton's
deteriorating financial condition, Mr. Kaplan repaid the entire
$933,297 on April 7, 2003, out of his own volition and without
Weirton's request.

As a result of his conversations with numerous parties-in-
interest, Mr. Kaplan agrees to remain employed by Weirton during
the remainder of its reorganization process, with expanded
responsibilities, provided that his Employment Agreement would be
amended and approved by the Court.  The salient terms of Mr.
Kaplan's Amended Employment Agreement are:

A. Position:  President, Chief Financial Officer and Director

B. Base Salary:  $350,000 per annum effective as of July 1, 2003

C. Immediate Bonus:  $600,000 cash payable:

   -- $200,000 upon the Bankruptcy Court's approval of the
      Amended Employment Agreement;

   -- $200,000 on the 30th day after the Bankruptcy Court
      approves the Amended Employment Agreement; and

   -- $200,000 on the 60th day after the Bankruptcy Court
      approves the Amended Employment Agreement.

   In the event Mr. Kaplan ceases employment with Weirton at any
   time within 180 days after the Amended Employment Agreement is
   approved for a reason other than (i) death or incapacity,  
   (ii) consummation of a sale of all or substantially all of
   Weirton's assets, (iii) the occurrence of the effective date
   of a plan of reorganization within this 180-day period, (iv)
   termination of Good Reason, or (v) in the event, Weirton
   terminates Mr. Kaplan's employment without cause, Mr. Kaplan
   will repay Weirton a ratable portion of the $600,000 received.

D. Subsequent Bonus:

   -- $500,000 cash upon earlier of the closing of a sale, or the
      effective date of a plan of reorganization; and

   -- The Bonus can be up to an additional $300,000, determined
      by multiplying $300,000 times a fraction, the numerator of
      which is the amount by which the gross sale price or going
      concern value of Weirton, as determined by the financial
      advisor or investment banker to the proponent of a
      confirmed plan of reorganization, exceeds the amount of the
      DIP loan balance at the time the DIP loan is paid or
      otherwise satisfied, and the denominator of which is
      $140,00,000.

E. Severance:

   One times base salary with tax gross up, payable upon:

      (i) termination without cause;
     (ii) resignation for Good Reason; or
    (iii) death or disability.

F. Other:

   (a) Entry of a Court order, simultaneous with the entry of an
       order approving Mark Kaplan's Amended Employment
       Agreement, authorizing Weirton to retain Leonard Wise as
       Chief Executive Officer;

   (b) Entry of a Court order, simultaneous with the entry of an
       order approving Mark Kaplan's Amended Employment Agreement
       and an order approving Weirton's employment of Mr. Wise,
       authorizing Weirton to implement and pay consideration
       under a Key Employee Retention Plan in a form and of a
       substance acceptable to Mr. Kaplan and as approved by the
       Board's Compensation Committee; and

   (c) Upon entry of order approving Mark Kaplan's Amended
       Employment Agreement, the full amount of Bonus
       consideration to which Mr. Kaplan may be paid and
       severance consideration will be funded into escrow, with
       Fleet and Weirton's counsel, to serve as joint escrow
       agents.

Mr. Sable asserts that Weirton's continued employment of Mr.
Kaplan is critical to its restructuring efforts.  In fact, the
DIP Loan and Security Agreement dated May 20, 2003 provides that
an Event of Default is:

   "[T]he failure of one of John Walker or Mark Kaplan to
   function as chief executive officer of Borrower, unless
   replaced within ten days thereafter with a chief executive
   officer or chief restructuring officer acceptable to Agent and
   Majority Lenders."

On the other hand, Fleet Bank has expressed its intention to
immediately choose and appoint Weirton's chief restructuring
officer, and charged with the task of expeditiously selling
Weirton's operations in the event that Mr. Kaplan either
determines to leave Weirton's employment or does not remain
employed by Weirton in a capacity with responsibilities greater
than those currently assigned to him.

Pursuant to Sections 105(a), 363(b) and 365(a) of the Bankruptcy
Code, the Debtor seeks the Court's authority to:

   (i) assume the Existing Employment Agreement, as modified,
       with Mark Kaplan and perform under the Amended Employment
       Agreement; and

  (ii) pay the salaries and benefits provided.

Mr. Sable relates that the proposed use of the estate funds to
pay the salary and other benefits associated with the Amended
Employment Agreement is supported by the requisite reasonable
exercise of the Debtor's business judgment.  Stable, experienced
management is critical to Weirton's successful reorganization and
the implementation of its restructuring efforts, including
endeavoring to maintain a two blast furnace operation.

Mr. Sable explains that Weirton will only be able to retain Mr.
Kaplan if he is provided with the security of and consideration
provided under the Amended Employment Agreement.  Moreover, the
terms of the Amended Employment Agreement are reasonable and
customary for transactions of this nature. (Weirton Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


WESTPOINT STEVENS: Wants to Assume Wellman Supply Agreements
------------------------------------------------------------
The WestPoint Stevens Debtors and Wellman Inc. are parties to
various contracts for the purchase of polyester fibers and related
materials the Debtors use in their business.  For more than 15
years now, Wellman supplies the Debtors with high-quality
polyester fiber fill material at reasonable prices for the
manufacture of mattress pads, pillows, and comforters in their
bedding and sheeting divisions.  Wellman is one of the largest
established polyester fiber fill suppliers.  It has become the
Debtors' sole current supplier of the type of polyester fiber used
in their production of comforters, mattress pads and pillows, with
average yearly purchases aggregating 42,000,000 pounds of raw
material.

The Debtors purchase polyester fibers from Wellman through two
separate contracts -- the Sheeting Contract and the Bedding
Contract.  The Sheeting Contract is for a three-month term and
establishes the payment terms, quantities and prices for that
period.  Historically, the Debtors renew the Sheeting Contract on
the same terms as previous contracts except for the price of the
fibers, which fluctuate based on the market price for crude oil.  
The Sheeting Contract in place as of the Petition Date covered
the period from April 1, 2003 through June 30, 2003.  The prices
under the Sheeting Contract established a ceiling for any
subsequent contracts entered into during the course of the 2003
calendar year.  The Sheeting Contract is contingent on Wellman
maintaining 100% of the Debtors' total polyester fiber
requirements, other than samples used for testing.  As of the
Petition Date, the Debtors owed Wellman $802,073 for unpaid
invoices under the Sheeting Contract.

The Bedding Contract is for a one-year term and governs the
purchase of polyester fibers used as fill in the manufacture of
basic bedding and pillows.  Pursuant to its terms, the Bedding
Contract is currently set to expire on December 31, 2003.  As of
the Petition Date, the Debtors owed Wellman $802,607 for unpaid
invoices under the Bedding Contract.

Subsequent to the Petition Date, Wellman informed the Debtors
that it would not renew the Sheeting Contract upon its expiration
on June 30, 2003, unless and until the Debtors agreed to modify
the existing Sheeting Contract, assume both Contracts, and cure
any existing defaults.  After reviewing their options, the
Debtors determined that even if suppliers could be found that
offered the same favorable pricing terms as those in the
Contracts, investing the time necessary to identify and secure
replacement suppliers for Wellman would entail shutting down
their operations for a significant period of time -- a situation
that would have severe economic consequences on their operations.  

Because of their critical need to maintain a steady supply of
fiber to avoid a shut down of operations, the Debtors, with the
assistance of their professionals, engaged in good faith, arm's-
length negotiations with Wellman to assume, extend and modify
certain of the provisions contained in the Contracts.  As a
result of those negotiations, Wellman and the Debtors agreed that
the Sheeting Contract would be extended for three additional
months, with prices set consistent with the ceiling imposed by
the March 21, 2003 contract.  The Debtors will cure outstanding
prepetition balance by paying Wellman $1,203,510 -- a 25%
reduction of their prepetition obligation on unpaid invoices.  
During the pendency of their Chapter 11 cases, the Cure Payment
will be subject to disgorgement in the event of Wellman's refusal
to negotiate new contracts with the Debtors in good faith or due
to Wellman's default under the Contracts.  The Debtors will have
the right to terminate the Contracts on 60 days' written notice
to Wellman, subject to payment of any remaining amounts due with
respect to the Cure Payment.

"The process of identifying and negotiating beneficial contracts
with a sufficient number of smaller suppliers to replace Wellman
would be an undertaking that the Debtors determined would result
in an extended stoppage of production at the Debtors'
manufacturing facilities," John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP, tells Judge Drain.  Given the Debtors'
efforts to restructure their business operations and effectively
prosecute these Chapter 11 cases, Mr. Rapisardi emphasizes that
an untimely shutdown of their manufacturing process could be
disastrous.  Moreover, dealing with numerous, smaller replacement
suppliers would result in increased costs for the Debtors due to
the lost efficiencies associated with the Debtors' ability to
secure favorable contracts for polyester fiber from only one
supplier.

For these reasons, the Debtors seek the Court's authority to
assume the Wellman Contracts. (WestPoint Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WINSTAR COMMS: Court Approves Seneca Financial's Engagement
-----------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee in the cases of
Winstar Communications, Inc., and its debtor-affiliates, obtained
permission from the Court to employ Seneca Financial Group, Inc.,
nunc pro tunc to July 7, 2003, in matters related to an adversary
proceeding against CitiCapital Commercial Corporation, General
Motors Acceptance Corporation and Lucent Technologies, Inc.

As expert, Seneca will:

     1. prepare the expert report and rebuttal report contemplated
        by the Scheduling Order;

     2. assist the Trustee's professionals in their review and
        analysis with respect to the proper allocation of the Sale
        Proceeds among the Acquired Assets;

     3. serve as testifying expert at trial of the Adversary
        Proceeding;

     4. assist the Trustee in any negotiations that may ensue with
        the Defendants; and

     5. perform any other services commensurate with the Trustee's
        needs and Seneca's expert knowledge in connection with
        issues concerning the Adversary Proceeding, including
        rendering assistance to the Trustee's professionals in
        connection with discovery and trial preparation.

Seneca is typically compensated at these hourly rates:

              President James W. Harris      $600
              Managing Directors              550
              Associates                      270
              Analysts                        150

The Trustee also seeks the Court's authority to reimburse
Seneca's reasonable out-of-pocket expenses.

                          Backgrounder

The Defendants asserted liens in the Sale Proceeds pursuant to
certain agreements that they entered into with the Debtors.  As a
result of their assertions, the Trustee commenced an adversary
proceeding seeking to:

     1. require these Defendants to prove the validity, priority
        and extent of their liens;

     2. determine the validity, priority and extent of the
        Defendants' alleged liens; and

     3. to the extent the Defendants have valid, perfected liens
        that rightfully attach to the Sale Proceeds:

        a. determine the value of the collateral securing the
           liens; and

        b. determine the appropriate allocation of the
           Sale Proceeds, if any, that may be attributable to any
           valid secured claims the Defendants may hold.

On June 3, 2003, the Court entered a scheduling order directing
the parties to designate experts by July 2, 2003, complete expert
reports by July 16, 2003 with rebuttal reports to be completed by
July 25, 2003, complete discovery on August 8, 2003 and that a
trial of the Adversary Proceeding will commence on September 8,
2003. (Winstar Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


WORLDHEART CORP: June 2003 Balance Sheet Upside-Down By C$53MM
--------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) released its
unaudited consolidated financial results for the quarter and six
months ended June 30, 2003. For the first six months of 2003,
revenues were up by 14% and the gross margin was $1,143,859
compared with negative gross margin of $258,576 for the same
period last year. As previously announced, second quarter
Novacor(R) LVAS (Left Ventricular Assist System) pump sales were
35 units compared with 31 units sold in the first quarter this
year, and 23 during the second quarter of 2002.

For the quarter ended June 30, 2003, revenues were $2,724,286,
compared with $2,523,164 a year ago, generating a contribution in
the second quarter of this year of $582,959, compared with a
negative contribution of $297,668 for the same quarter last year.
Net loss for the second quarter this year was $4,057,408, or $0.18
per share, compared with $9,853,918, or $0.55 per share last year.
Total cash applied to operations during the second quarter this
year was $1,263,819, compared with $6,299,941 for the same period
one year ago.

Revenues for the first six months of 2003 were $5,873,777,
compared with $5,142,248 for the same period last year. Net loss
for the six months was $12,633,880, or $0.59 per share, compared
with $ 23,002,843, or $1.31 per share last year. Total cash
applied to operations during the first six months of this year was
$11,126,473, compared with $15,629,887 a year ago.

Cash at June 30, 2003 totaled $41,551, compared with $248,181 at
December 31, 2002. The quarter-end cash position does not include
approximately $1.2 million received early in the third quarter by
way of a previously announced private placement of secured
convertible debentures. The company has maintained operations
through such interim financings, as well as through sales revenues
and ongoing expense reimbursements by Industry Canada through its
Technology Partnerships program. However, payables are being
carried at a level that is not sustainable. In this regard, the
process of completing additional funding is ongoing, and is
expected to be concluded over the next few weeks.

World Heart Corporation's June 30, 2003, balance sheet disclosed a
working capital deficit of about CDN$16.8 million while net
capital deficit topped CDN$53 million.

The previously announced customer financing arrangement with
Export Development Canada has been well received, and initial
utilization of the arrangement is anticipated during the third
quarter. This arrangement will assist in optimizing WorldHeart's
working capital management, and following implementation in the
U.S., WorldHeart would expect to expand the program to other key
markets, including Europe, early in 2004.

During the quarter, evidence continued to build that the incidence  
of stroke is substantially reduced when the ePTFE inflow conduit
is used with Novacor LVAS implants. As at July 15, 2003, a total
of 137 implants had used the ePTFE conduit in the U.S., Europe and
Canada with incidence of stroke of 10.9%, of which 3.6% was
attributed to specific causes unrelated to the device. These
results, together with the continued freedom from device failure,
are contributing to the competitive strength of Novacor LVAS.

In the U.S., approval for use of Novacor LVAS by NYHA Class IV
heart-failure patients who are not candidates for transplantation
continues to be a priority. Discussions with the U.S. Food and
Drug Administration (FDA) were ongoing during the quarter and
supplementary analyses were submitted to the FDA early in the
third quarter. The company expects a decision before year-end
respecting expansion of the Novacor LVAS indication.

Novacor LVAS is an electromagnetically driven pump that provides
circulatory support by taking over part or all of the workload of
the left ventricle. It is commercially approved as a bridge to
transplantation in the U.S. and Canada. On November 22, 2002, the
FDA filed WorldHeart's Premarket Approval (PMA) Supplement seeking
destination-therapy indication for its Novacor LVAS.

In Europe, the Novacor LVAS device has unrestricted approval for
use as a bridge to transplantation, an alternative to
transplantation and to support patients who may have an ability to
recover the use of their natural heart. In Japan, the device is
currently commercially approved for use in cardiac patients at
risk of imminent death from non-reversible left ventricular
failure for which there is no alternative except heart
transplantation.

World Heart Corporation, a global medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist devices. Its Novacor(R) LVAS (Left Ventricular Assist
System) is well established in the marketplace and its next-
generation technology, HeartSaverVAD(TM), is a fully implantable
assist device intended for long-term support of patients with end-
stage heart failure.


WORLDCOM INC: Seeking Stay Relief to Continue Siemens Lawsuit
-------------------------------------------------------------
MCI WorldCom Communications, Inc., as successor-in-interest to
Real Com Office Communications, Inc., is one of the plaintiffs in
a lawsuit against Siemens Rolm Communications, Inc. commenced
before the U.S. District Court for the Eastern District of Texas
on July 7, 1994.  The Federal Court Action was subsequently
transferred to the U.S. District Court for the Northern District
of Georgia on February 24, 1995 and is currently on appeal before
the Eleventh Circuit Court of Appeals.

The Plaintiffs assert that Siemens violated the Sherman Antitrust
Act.  In their complaint, the Plaintiffs, which are independent
service companies who repair and service Siemens' PBX equipment,
allege, among other things, that Siemens refused to sell them
parts and manipulated its control over software unique to
Siemens' PBX equipment, thereby unlawfully leveraging its parts
and software market to monopolize the aftermarket for service.  
The Plaintiffs seek unspecified damages which, after trebling
under the Sherman Antitrust Act, could potentially result in a
multi-million dollar verdict.  MCI WorldCom Communications'
antitrust claims alone were valued by an expert witness to be in
excess of $22,000,000, before trebling.

Siemens counterclaimed for patent and copyright infringement,
misappropriation of trade secrets, and tortious interference with
prospective contractual relationships.  Siemens filed a summary
judgment motion which was initially denied by the District Court.  
Subsequently, however, the U.S. Federal Circuit Court of Appeals,
in In re Independent Service Organizations Litigation, 203 F.3d
1322 (Fed Cir. 2000), ruled that certain antitrust claims,
asserted in factual situations which Siemens asserted are similar
to the facts underlying the claims the Plaintiffs asserted in the
Federal Court Action, failed as a matter of law.

On considering Siemens' renewed motion for summary judgment, the
District Court agreed that the Independent Service Organizations
Litigation decision represented relevant new law and subsequently
dismissed the Plaintiffs' causes of action, by order dated
August 10, 2000.  In the Summary Judgment Order, the District
Court noted that Siemens' patent infringement counterclaims
granted the Federal Circuit exclusive jurisdiction to hear any
appeal of the Federal Court Action and implicitly acknowledged
that the Independent Service Organizations Litigation decision
represented binding authority.

In addition, after a jury trial on the counterclaims, the
District Court entered a $1,250,000 judgment on August 10, 2000,
in Siemens' favor.  MCI WorldCom Communication's share of the
judgment is $37,500.  The District Court postponed considering
motions by Siemens for costs and by MCI and the other Plaintiffs
for partial attorneys' fees and costs.

The Plaintiffs' appealed the Summary Judgment Order and the Final
Judgment to the Federal Circuit.  Although Siemens opposes the
Plaintiffs' appeal, Siemens filed its own cross-appeal, which it
later dropped.  While the Plaintiffs' appeal was pending before
the Federal Circuit, the United States Supreme Court, in Holmes
Group, Inc. v. Vornado Air Circulation Systems, Inc., 122 S. Ct.
1889 (2002) ruled that the Federal Circuit lacks jurisdiction in
cases, such as the Federal Court Action, where patent violation
causes of action are asserted only as counterclaims in the
action.  Thus the primary basis for the District Court's grant of
summary judgment against the Plaintiffs -- that the Independent
Service Organizations Litigation decision represented binding
case law -- was removed.

Accordingly, the Plaintiffs' appeal was transferred to the
Eleventh Circuit, where the appeal is fully briefed and awaiting
oral argument.  However, by order dated February 11, 2003, the
Eleventh Circuit stayed the appeal in its entirety in view of MCI
WorldCom Communication's Chapter 11 petition, pending further
order by the Bankruptcy Court.  The Eleventh Circuit stayed the
appeal because of a concern that Siemens' $37,500 counterclaim
judgment against MCI WorldCom Communication implicated the
automatic stay arising by virtue of the commencement of MCI
WorldCom Communication's Chapter 11 case.

Although the automatic stay is designed to give a debtor a
breathing spell, an opportunity to rehabilitate its business and
to enable the debtor to generate revenue, the Debtors believe
that continuing the prosecution of the antitrust claims in the
Federal Court Action is important.  The Debtors explain that
allowing the appeal to proceed will permit MCI WorldCom
Communications to challenge the dismissal of its antitrust
claims, the core claims in the Federal Court Action.  If
permitted to pursue the antitrust claims in the Federal Court
Action, MCI could potentially recover a multi-million dollar
judgment against Siemens.

In contrast, the Debtors ascertain that there is no risk of harm
to them or their estates associated with Siemens' counterclaim.  
That claim has been liquidated by judgment in a small amount and
Siemens has not cross-appealed from that judgment.  The Debtors
believe that continuation of the appeal is the most efficient way
to resolve Siemens' claim against them, as well as their much
more substantial claims against it.

At the Debtors' behest, the Court lifts the automatic stay and
allows the Debtors to continue litigating MCI WorldCom
Communication's claims in the Federal Court Action. (Worldcom
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


* Fasken Martineau Opens 3rd International Off. in Johannesburg
---------------------------------------------------------------
Fasken Martineau, one of Canada's leading business law and
litigation firms, has opened its 3rd international office in
Johannesburg, South Africa. The move makes Fasken Martineau the
first Canadian law firm to establish an office on the African
continent.

"We see Johannesburg as being important on a number of levels but
fundamentally, it is a client need-inspired decision," said Louis
Bernier, Managing Partner. "It means that particularly for our
mining clients, we can truly be the 'on the ground' business
advisors they need us to be, now and in the years ahead as Africa
transforms its economic base."

With developments such as the recent adoption of Black Empowerment
legislation, and other international initiatives, South Africa is
on the brink of what is expected to be an unrivalled period of
economic development. It is anticipated that the advent of this
empowerment era in the African mining sector will require upwards
of US$ 14 billion of new capital over a ten-year period. Canada is
likely to feature prominently as a source of capital through its
capital markets.

Fasken Martineau's global mining practice represents a key
strength of the firm both domestically with leadership from Tookie
Angus, the firm's global mining practice group leader in
Vancouver, John Turner in Toronto and Jean M. Gagn‚ in Qu‚bec
City, and with the support of its London office, particularly in
respect of its mining finance expertise. Integral to the firm's
long association with South Africa has been the firm's ongoing
sponsorship of and active participation at Indaba, the largest
mining conference that is hosted annually on the African
continent.

The Fasken Martineau Johannesburg office will be staffed by one
senior partner from Canada. Peter Stafford, a native born South
African, will be the resident partner. While drawing on the firm
as a whole, Mr. Stafford and a senior level associate will also
work closely with their United Kingdom colleagues to serve a
growing global mining clientele.

"I am delighted to be returning to South Africa to build upon our
firm's already considerable profile and reputation in the mining
sector", said Mr. Stafford. "By being physically present, our
clients are assured of real time access to the resources of our
firm. This move demonstrates our commitment to partnering with our
clients, and to increasing their probability for success when we
are 'just around the corner' from their offices, rather than half
way around the world."

Fasken Martineau is a leading Canadian business law and litigation
firm that is recognized for its strength and expertise in mining
and mining finance, financial services, corporate finance,
securities, mergers and acquisitions, environmental, tax,
insolvency and restructuring, litigation and arbitration, labour
and employment, intellectual property and information technology.
With more than 500 lawyers, the firm provides expertise in both of
Canada's legal systems, common and civil law, and in both official
languages. Along with its broad national presence in Vancouver,
Calgary, Yellowknife, Toronto, Montreal and Qu‚bec City, Fasken
Martineau also practises Canadian law from offices in New York,
London, and later this year, Johannesburg. Fasken Martineau
DuMoulin LLP is a limited liability partnership under the laws of
Ontario.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com
               
                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***