TCR_Public/030820.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, August 20, 2003, Vol. 7, No. 164   

                          Headlines

ACCLAIM ENTERTAINMENT: June Net Capital Deficit Widens to $54MM
ADVANSTAR COMMS: Closes $360-Million 2nd Priority Notes Offering
AFC ENTERPRISES: S&P Junks Corporate Credit & Bank Loan Ratings
AFTON FOOD: Obtains Credit Approval from Senior Lenders
AGILENT TECHNOLOGIES: Red Ink Continued to Flow in Q3 2003

AK STEEL: Unit Completes Acquisition of Central Tubing Facility
ALERT TECH.: Case Summary & 20 Largest Unsecured Creditors
ALLCITY INSURANCE: Red Ink Splotches Second Quarter 2003 Results
ALLIED WASTE: S&P Assigns BB Rating to $250 Million Term Loan C
AMERCO: Court Fixes Dec. 22 Claims Bar Date for AREC Creditors

AMERICAN RESTAURANT: S&P Junks Credit & Debt Ratings at CCC+
ANC RENTAL: Delays Filing of Form 10-Q for First Quarter 2003
APARTMENT INVESTMENT: Board Declares Preferred Share Dividends
ARVINMERITOR: Issues Statement in Response to Dana's Complaint
ASPECT COMMS: Beatriz Infante to Step Down as Chairman/Pres./CEO

AVIX TECHNOLOGIES: Florida Bankr. Court Confirms Chapter 11 Plan
BUDGET GROUP: Challenges 12 Claims Filed by Indenture Trustees
CEDAR MOUNTAIN: Auditing Firm Expressing Doubts is Replaced
CHAMPIONLYTE HOLDINGS: Taps Massella Roumbos as New Accountants
CINCINNATI BELL: Retains Spencer Stuart to Conduct CFO Search

CITGO PETROLEUM: Second Quarter Results Show Slight Improvement
CONSECO INC: Files Fifth Amended Joint Plan of Reorganization
DEX MEDIA: Fitch Assigns BB- Ratings to New $2.11BB Facility
DIRECTV LATIN: Wants More Time to Make Lease-Related Decisions
DLJ COMMERCIAL: Fitch Ups Class B-6 Note Rating to BB- from B

ECHO SPRINGS: Aurora Beverage Acquires Controlling Interest
ELAN CORP: Receives Extension of Waivers from EPIL Noteholders
EXABYTE CORP: June 28 Net Capital Deficit Widens to $17 Million
FEDERAL-MOGUL: Wants to Amend Charles McClure Employment Pact
FERRELLGAS PARTNERS: Declares Fourth Quarter Cash Distribution

FLEMING: Sara Lee Bakery Seeks Court Injunction Against Debtors
FOAMEX INT'L: Closes $320 Million Bank Debt Refinancing Deal
GARDENBURGER: Management-Led Pattico Offers to Buy All Shares
GATEWAY INC: Promotes Steve Phillips to Chief Info. Officer
GENERAL MEDIA: Wants to Continue Hiring Ordinary Course Profs.

GENTEK INC: Court Approves Canadian Claims Objection Procedures
GLOBAL CROSSING: Launches Innovative Voice Services Portfolio
GMX RESOURCES: Bank Lender Agrees to Forbear Until August 31
GREAT LAKES AVIATION: Auditors Express Going Concern Uncertainty
GS MORTGAGE: Fitch Takes Rating Actions on Series 1998-C1 Notes

HORSEHEAD IND.: Pursuing Negotiations on Proposed Asset Sale
INTEREP: Nasdaq Yanks Shares Off SmallCap Market Effective Mon.
ISTAR FINANCIAL: Board Declares Preferred Share Dividends
IT GROUP: Has Until October 10 to Move Actions to Delaware Court
J. CREW GROUP: Will Publish Second Quarter Results on Friday

JACUZZI BRANDS: Fitch Withdraws B Rating on Redeemed Notes
JARDEN CORP: S&P Rates $215 Million Term Loan B Assigned at B+
KASPER A.S.L.: Reports Strong Growth for Second Quarter 2003
KEMPER INSURANCE: Fitch Withdraws Default & Junk Level Ratings  
KM LOGISTICS: CEO William Findley III Charged in Fraud Scheme

LE NATURE: S&P Affirms B+/B- Corporate Credit and Debt Ratings
LTV: Copperweld Plan's Proposed Changes in Capital Structure
MAGELLAN HEALTH: Bankruptcy Court Approves Disclosure Statement
MIDLAND REALTY: Fitch Ups 2 Low-B Note Class Ratings to BB/B
MIRANT CORP: Court Deems Utility Companies Adequately Assured

MOBILE COMPUTING: Conv. Debenture Maturity Extended to Aug. 21
MOOG INC: S&P Keeps Watch on BB-/B Corp. Credit & Debt Ratings
MOTELS OF AMERICA: Wants to Appoint Altman Group as Claims Agent
NATIONAL CENTURY: Court Nixes Jenner & Block's Engagement
NATIONAL CENTURY: Sherry Gibson Pleads Guilty to Conspiracy Charge

NATIONAL ENERGY: June 30 Net Capital Deficit Narrows to $68 Mil.
NAVIDEC INC: Will Commence Trading on OTCBB Today
NQL DRILLING: June 30 Working Capital Deficit Hits $29 Million
NRG ENERGY: NRG McClain LLC's Voluntary Chapter 11 Case Summary
PANGEO PHARMA: Canadian Court Okays NHP Sale to Jamieson Labs

P-COM: Receives Orders for Point-to-Point Radios Totaling $1.1MM
PETSI INC: Case Summary & 10 Largest Unsecured Creditors
PG&E NATIONAL: Court Okays Foley Hoag as USGen's Special Counsel
PILLOWTEX CORP: Honoring Up to $4.9 Million in Prepetition Taxes
PNC COMM'L: Fitch Affirms Low-B & Junk Ratings on 7 Note Classes

PRIMEDIA INC: Appoints Martin E. Maleska CEO of B2B Group
PROLOGIC MANAGEMENT: Lacks Capital Resources to Continue Ops.
QWEST COMMS: Will Publish Second Quarter Results on September 3
RAVEN MOON: Extends Share Dividend Record Date to September 19
ROWECOM: Claim Traders Offer Unsecured Creditors 6.25% to 12.5%

SEROLOGICALS CORP: S&P Affirms & Assigns Low-B Level Ratings
SK GLOBAL: Wants Schedule Filing Deadline Moved to September 8
SONIC FOUNDRY: Third Quarter Net Loss Doubles to $4.5 Million
SPECIAL METALS: Reaches 5-Year Labor Agreements with IAM & USWA
SPIEGEL INC: Asks Court to Fix Payment Protections to Utilities

STRONGHOLD TECH.: June 30 Balance Sheet Upside-Down by $2.6 Mil.
SUNSHINE PCS: Enters Pact to Sell Spectrum Licenses to Cingular
SUNSHINE PCS: Lynch Interactive Will Redeem Preferred Shares
TELENETICS: Prepays Third Installment Under Corlund Settlement
UAL CORP: Court Lifts Stay for US Bank to Control Deposit Funds

UNITED STATIONERS: Names P. Cody Phipps as SVP for Operations
US AIRWAYS: Reaches Stipulation Allowing AAU's $3-Million Claim
U.S. STEEL: Names Anthony Bridge Blast Furnace Managing Director
U.S. STEEL: Names Leslie J. Broglie GM of Tubular Products
U.S. STEEL: Names Gary F. Gajdzik Plant Manager at Gary Works

VELANT INC: Voluntary Chapter 7 Case Summary
VICWEST CORP: Canadian Court Approves CCAA Plan of Arrangement
WEIRTON STEEL: Gets Open-Ended Lease Decision Period Extension
WESTPOINT STEVENS: Court Okays Stroock as Committee's Counsel
WHEELING: Second Post-Confirmation Changes to Contracts & Leases

WICKES INC: June 28 Balance Sheet Upside-Down by $9 Million
WORLD HEART: Lenders Further Extend Loan Maturity to September 2
WORLDCOM: Gets Go-Signal to Hire Cushman as Real Estate Broker
ZI CORPORATION: Recurring Losses Raise Going Concern Uncertainty

* Meetings, Conferences and Seminars

                          *********

ACCLAIM ENTERTAINMENT: June Net Capital Deficit Widens to $54MM
---------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM) announced its financial
results for the first quarter of fiscal year 2004 ended June 29,
2003.  During the first quarter of fiscal year 2004, the Company
reported net revenue of $33.1 million and a net loss of $18.0
million, as compared to net revenue of $62.9 million and net
earnings of $2.5 million for the three months ended June 2, 2002.

        First Quarter Fiscal Year 2004 Operating Results

The Company's gross profit for the quarter was $13.2 million (40%
of net revenue) compared to $36.2 million for the comparable
period of the prior fiscal year.  The gross profit decline in the
first quarter compared with the comparable period of the prior
fiscal year was the result of lower unit sales at lower average
prices, as well as a $3.1 million increase in the amortization of
capitalized software development costs associated with the new
product releases in fiscal 2004 of Burnout 2: Point of Impact,
All-Star Baseball 2004 and the international release of VEXX.

             Operating Expenses and Other Expenses

As part of the Company's operating plan, operating expenses for
the first quarter of $27.8 million decreased $5.1 million or 16%
from $32.8 million from the comparable period of the prior fiscal
year.  This decrease was primarily due to lower variable marketing
and selling expenditures on lower revenues as well as reduced
general and administrative expenses realized from expense
reductions.  These savings were partially offset by a variable
accounting charge of $1.2 million recorded for the Chief Executive
Officer's stock-based compensation that is subject to stockholder
approval and a $2.0 million increase in game development expenses
over the prior year.

Also contributing to the $18.0 million loss for the first quarter
of fiscal year 2004 were interest expense, net of $1.0 million and
a non-cash financing charge of $2.0 million. This charge results
primarily from the issuance of two million shares of the Company's
common stock to each of its Co-Chairmen for providing aggregate
cash deposits of $2.0 million to GMAC, the Company's bank, in
support of the Company's supplemental discretionary loan. If the
cash deposits are applied to the supplemental loan balance, the
cash deposits would be forfeited by the Company's Co-Chairmen.  
Nasdaq advised the Company, in June 2003, that the stock issued to
the Co-Chairmen required stockholder approval under Nasdaq
Marketplace rule 4350(i)(1)(a). Accordingly, the Company is
subject to the effects of variable accounting treatment for these
shares until the issuance is approved by its stockholders.

                         Liquidity

As of June 29, 2003, the Company reported a cash position of $2.2
million. The Company's short-term liquidity has been supplemented
with $5.0 million borrowings due September 29, 2003 under its
North American and International credit facilities with GMAC, as
well as $9.0 million in gross proceeds from a private placement of
common stock and the prepayment of $4.8 million in principal and
interest on the outstanding notes due from the Company's
Co-Chairmen.

During fiscal year 2003, in order to enhance the Company's short-
term liquidity, it implemented targeted expense reductions through
a restructuring of its business operations.  In connection with
this restructuring, the Company reduced its fixed and variable
expenses, closed its Salt Lake City, Utah software development
studio, redeployed various Company assets, eliminated certain
marginal software titles under development, reduced its staff and
staff related expenses and lowered overall marketing expenditures.

Additionally, on March 31, 2003, GMAC advanced to the Company a
supplemental discretionary loan of up to $11.0 million through
May 31, 2003. In accordance with the terms of the amended credit
agreement, the Company repaid $6.0 million of this supplemental
discretionary loan as of May 31, 2003.  The remaining $5.0 million
of this supplemental discretionary loan will continue to be
available to the Company through September 29, 2003.

Furthermore, in June 2003, the Company completed a private
placement of 16,383,000 shares of its common stock to a limited
group of private investors, which resulted in net proceeds to the
Company of $8.3 million.  Additionally, in order to meet its
liquidity needs, the Company has included a proposal in its 2003
Proxy Statement seeking the authorization from its stockholders to
issue securities in connection with its continuing efforts to
raise additional financing from outside investors.

The Company's future liquidity will significantly depend in whole
or in part on its ability to (1) obtain additional supplemental
financing from outside investors, (2) timely develop and market
new software products that meet or exceed its operating plans, (3)
realize long-term benefits from its implemented expense
reductions, and (4) continue to enjoy the support of GMAC and its
vendors.  

If the Company does not substantially achieve its overall
projected revenue levels as reflected in its business operating
plan, nor continue to realize additional benefits from the expense
reductions it has implemented, and is unable to obtain additional
supplemental discretionary financing from GMAC to fund operations,
or obtain additional supplemental financing from outside
investors, the Company will either need to make further
significant expense reductions, including, without limitation, the
sale of certain assets or the consolidation or closing of certain
operations, staff reductions, and/or the delay, cancellation or
reduction of certain product development and marketing programs.  
Additionally, some of these measures may require third party
consents or approvals from GMAC and others, and there can be no
assurance those consents or approvals can be obtained.

In the event that the Company does not achieve its business
operating plan, continue to derive significant expense savings
from its implemented expense reductions, obtain additional
financing from outside investors or, if GMAC does not consent,
based upon its existing collateral, to provide supplemental
financing during the second half of fiscal 2004, the Company
cannot assure its stockholders that its future operating cash
flows will be sufficient to meet its operating requirements, its
debt service requirements or to repay its indebtedness at
maturity, including without limitation, repayment of the remaining
outstanding balance of the supplemental discretionary loan.  If
any of the preceding events were to occur, the Company's
operations and liquidity would be materially and adversely
affected and it could be forced to cease operations.

Acclaim Entertainment's June 29, 2003 balance sheet shows a
working capital deficit of about $70 million, and a total
shareholders' equity deficit of about $54 million.

              Organizational/Management Changes

As part of the Company's new operating plan, on June 2, 2003,
Rodney Cousens was appointed Acclaim's new Chief Executive
Officer, succeeding the Company's co-founder, Gregory Fischbach,
who resigned his Chief Executive Officer position, but remains
with the organization as Co-Chairman and a member of its Board of
Directors.

On July 22, 2003, the Company appointed Paul Eibeler, as President
and Chief Operating Officer of Acclaim North America.  Mr.
Eibeler, a seasoned interactive entertainment industry executive,
who had most recently served as President and Director of Take-Two
Interactive Software, Inc., assumed the responsibility for
overseeing the performance and strategic growth of the Company's
North American operations.

In addition, the Company strengthened its internal development
studio management team with the addition of Randy Dersham as
General Manager of Acclaim Studios Austin.  Reporting directly to
Barry Jafrato, Senior Vice President of Studios, Mr. Dersham is
responsible for overseeing the Company's Austin studio, including
full operational responsibility, the timely delivery of quality
products to the global marketplace, and the management and
development of staff.

"At the cornerstone of our operating plan to rebuild the
organization, is the strengthening of our senior management team,
which is highlighted by the recent additions of Paul and Randy,"
said Rod Cousens, Chief Executive Officer of Acclaim
Entertainment.  "Their appointments fully complement our new team
of Gerard F. Agoglia, Executive Vice President and Chief Financial
Officer; Marc Metis, Senior Vice President of Brand; Barry
Jafrato, Senior Vice President of Studios; Bill West, Vice
President of Strategic Planning; and Simon Hosken, Chief Operating
Officer and Senior Vice President of Finance of Acclaim
International."

"We're looking forward to our year-end lineup, that includes NBA
JAM, Alias and Gladiator Sword of Vengeance; three products that
we believe will appeal to a broad consumer audience this holiday
season," concluded Cousens. "Looking ahead to calendar year 2004,
we will continue with our core brands, including All-Star
Baseball, ATV Quad Power Racing and Legends of Wrestling, as well
as launching two promising new comic book-based properties, 100
Bullets and The Red Star."

Based in Glen Cove, N.Y., Acclaim Entertainment, Inc., is a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  Acclaim owns and operates five studios located in the
United States and the United Kingdom, and publishes and
distributes its software through its subsidiaries in North
America, the United Kingdom, Australia, Germany, France and Spain.  
The Company uses regional distributors worldwide.  Acclaim also
distributes entertainment software for other publishers worldwide,
publishes software gaming strategy guides and issues "special
edition" comic magazines periodically. Acclaim's corporate
headquarters are in Glen Cove, New York and Acclaim's common stock
is publicly traded on NASDAQ.SC under the symbol AKLM.  For more
information, visit the Company's Web site at
http://www.acclaim.com  


ADVANSTAR COMMS: Closes $360-Million 2nd Priority Notes Offering
----------------------------------------------------------------
Advanstar Communications Inc. has closed a private placement of
$360,000,000 of second priority senior secured notes.  The notes
were issued in two tranches: $130 million of Second Priority
Senior Secured Floating Rate Notes due 2008 (which will require
quarterly amortization equal to .25% of the principal amount
thereof) and $230 million of 10.75% Second Priority Senior
Secured Notes due 2010.  Interest on the floating rate notes is
payable quarterly at a rate equal to three-month LIBOR, which is
reset quarterly, plus 7.5%, and will be 8.64% for the first
quarterly period beginning August 18, 2003 to the first interest
payment date.  Each tranche of notes is secured by second priority
liens on substantially all the collateral securing Advanstar's
credit facility (other than the capital stock of certain of
Advanstar's subsidiaries and assets of its parent companies).  

Advanstar has also entered into a registration rights agreement in
connection with the private placement pursuant to which it has
agreed either to exchange the notes for registered
notes or to file a shelf registration statement for the notes.

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

In connection with the private placement, Advanstar obtained an
amendment to its bank credit facility to permit the private
placement and the use of the proceeds thereof, eliminate the
leverage ratio and amend certain other covenants contained in the
credit facility and reduce the revolving loan commitments
thereunder from $80 million to $60 million.

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

Advanstar Communications Inc. (S&P, B Corporate Credit Rating,
Negative) is a worldwide business information company
serving specialized markets with high quality information
resources and integrated marketing solutions.  Advanstar has 100
business magazines and directories, 77 tradeshows and conferences,
numerous Web sites, and a wide range of direct marketing, database
and reference products and services. Advanstar serves targeted
market sectors in such industries as art, automotive, beauty,
collaboration/e-learning, CRM/call center, digital media,
entertainment/marketing, fashion & apparel, healthcare,
manufacturing and processing, pharmaceutical, powersports,
science, telecommunications and travel/hospitality.  The Company
has over 1,200 employees and currently operates from multiple
offices in North America, Latin America, Europe and Asia.  For
more information, visit http://www.advanstar.com


AFC ENTERPRISES: S&P Junks Corporate Credit & Bank Loan Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on AFC Enterprises Inc. to
'CCC+' from 'BB'. The CreditWatch implications were revised to
developing from negative.

"The rating action is based on Standard & Poor's concern that AFC
will miss the deadline for filing its financial statements, which
could result in a violation of its debt agreements," said credit
analyst Robert Lichtenstein. The current deadline set by the
company's lenders for filing its financial statements is August
22, 2003. Moreover, the company announced that its audit committee
has concluded that AFC lacked adequate internal controls and
accounting procedures, and that its accounting and financial
reporting functions needed improvement. The company is currently
attempting to complete restatements and audits of its financial
statements for 2002, 2001, and 2000, and to file its Form 10-K for
fiscal year 2002, as well as its quarterly reports for the first
two quarters of 2003.

Standard & Poor's will monitor the company's ability to obtain an
amendment from its lenders for its credit facility. In addition,
Standard & Poor's will evaluate the company's operating results
when its financial statements are filed. If the company is able to
amend its credit facility and the lack of adequate internal
financial controls do not have a material negative impact on the
company's financial results, the ratings could be raised.


AFTON FOOD: Obtains Credit Approval from Senior Lenders
-------------------------------------------------------
Afton Food Group Ltd. (TSX: AFF) announced that the Company's
Senior Lenders have given formal credit approval of the terms and
conditions set forth in the indicative term sheet. The term sheet
extends the maturity date of the financing to June 30, 2005 and
reduces the fixed principal repayments from $10 million to $1.3
million for the same period. Formal closing is expected to take
place by August 31, 2003, the finalization of which remains
subject to conditions of closing.

Afton is continuing to focus on its restructuring plans and is
making steady progress. As a result of receiving signed agreements
and formal credit approval from its senior lenders, signed
agreements have also been made with its subordinated debt lenders.
Afton's subordinated lenders have agreed to no cash payments of
interest and principal until maturity of their instruments, which
is June 30, 2005. Consequently, the first quarter results that
were released August 1, 2003 would have shown a decrease of
approximately $25 million in current liabilities relating to the
reclassification of the current portion of long-term debt and the
outstanding interest included in accounts payable. Afton, as part
of its restructuring plan, is placing increased emphasis on
improving its working capital position and top line revenues. This
plan is designed to grow revenues from the Company's existing
operations as well as new strategic initiatives. The Company's
medium term goal is to restore revenue and EBITDA to historic
levels. While a specific focus is being directed on the
restructuring and enhancement of operations, the Company now has
placed increased emphasis on revenue growth and brand development,
as well as restructuring its balance sheet. These initiatives are
occurring simultaneously.

Afton owns operates, develops and franchises QSR Brands and is one
of Canada's leading franchisor consolidators in Canada's Quick
Service Restaurant Industry. Afton's principal brands include: 241
Pizza(R) and Robin's Donuts(R).


AGILENT TECHNOLOGIES: Red Ink Continued to Flow in Q3 2003
----------------------------------------------------------
Agilent Technologies Inc., (NYSE:A) reported orders of $1.47
billion and revenue of $1.50 billion for the fiscal third quarter
ended July 31, 2003. During the quarter, the company recognized a
$1.4 billion non-cash charge required under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," and
reported a GAAP net loss of $1.56 billion. Excluding that charge,
the company would have reported a loss from operations of $110
million, which compares to a GAAP loss of $223 million one year
ago.

Also excluding $99 million of net restructuring charges and
intangibles amortization, Agilent reported a net loss for the
third quarter of $11 million, or $0.02 per share, versus a loss on
a comparable basis of $0.31 per share one year ago.

"We are encouraged by our third-quarter operating results," said
Ned Barnholt, Agilent chairman, president and chief executive
officer. "Orders and revenues came in at expectations, with
earnings from operations near the top end of expectations. We are
confident that we'll meet our commitment to achieve an operating
breakeven cost structure of $1.45 billion and return to
profitability in the fourth quarter of this year."(1)

Agilent saw a continued rebound this quarter in semiconductor
equipment orders, which reached their highest level in three
years. Activity in the company's other segments remained roughly
flat compared to the prior year.

"We made good progress in continuing to reduce our structural
costs," Barnholt said. "These costs were reduced by nearly $100
million during the quarter, while worldwide headcount fell by an
additional 2,400 during the last three months."

Continued progress was also reflected on the balance sheet. The
company generated $38 million cash from working capital during the
quarter despite sequentially higher revenues. Capital spending, at
$62 million, remained below depreciation expense of $77 million.
Net cash consumption was only $103 million despite $121 million of
cash restructuring payments. The company ended the quarter with
over $1.4 billion in cash and equivalents.

Looking ahead, Barnholt said, "We are seeing more evidence of a
sustainable upturn in semiconductor capital equipment, and in the
underlying semiconductor markets." Overall, the company
anticipates a normal seasonal increase during the fiscal fourth
quarter, with revenues in the range of $1.50 billion to $1.60
billion. Earnings before restructuring and amortization charges
are expected to be in a range of an operating breakeven to $0.10
per share.

"Our fourth-quarter priority remains firmly focused on achieving a
$1.45 billion operating breakeven cost structure, which will lay
the foundation for sustained profitability in 2004," Barnholt
said. "I am confident we will achieve this milestone while
continuing to deliver the innovative new products to our customers
that will ensure their, and our, long-term success."

Third-quarter Test and Measurement orders were down 4 percent from
one year ago and were off 7 percent from the seasonally strong
second quarter. By market segment, communications test orders were
down 9 percent from last year largely because of continued
weakness in wireline test coupled with a modest decline in
wireless test. General purpose test orders were up 8 percent
compared to last year because of renewed strength in aerospace and
defense markets and rising demand for the new oscilloscope product
line. Third-quarter revenues of $613 million were 18 percent above
last year, when implementation of a new ERP system interrupted
shipments. Sequentially, revenues were down 6 percent.

The cumulative benefits of aggressive restructuring were clearly
evident in the operating results of this segment. The third-
quarter operating loss of $69 million was improved by $34 million
from three months earlier despite $39 million lower revenues.
Compared to last year, the operating loss was reduced by $191
million on $92 million of increased revenues. It is anticipated
that this segment will return to profitability in the fourth
quarter of this year.

The rebound in the Automated Test segment continued in the third
quarter, with orders of $251 million up 18 percent from last year
to the highest levels since the fourth quarter of 2000.
Sequentially, orders were up 15 percent, with both semiconductor
test and manufacturing test participating in the increase.
Revenues of $206 million were 6 percent above last year and up 35
percent sequentially. Semiconductor Test's third-quarter book-to-
bill ratio of 1.29 was well ahead of the industry's June reading
of 1.19. In the third quarter, this segment returned to
profitability, with operating profits of $6 million compared to an
operating loss of $5 million one year earlier and a loss of $37
million during the second quarter of this year.

Semiconductor Products' third-quarter orders of $358 million were
down 7 percent from last year because of the continued sharp drop
in the hardcopy ASIC business. Excluding hardcopy ASICs, segment
orders were up 8 percent from one year ago. Total segment orders
were off 15 percent from the seasonally strong second quarter.
Revenues of $380 million were down 3 percent from last year and up
1 percent sequentially. Excluding the hardcopy ASIC business,
revenues were up 10 percent, consistent with the year-to-year
increase in worldwide semiconductor industry sales. Segment
operating results benefited from better yields on new products,
the shutdown of a facility and restructuring actions. The third-
quarter segment loss of $8 million represented a $35 million
improvement over second-quarter results on essentially flat
revenues. Compared to last year, the operating loss was reduced by
$30 million despite $10 million lower sales.

Life Sciences and Chemical Analysis orders and revenues showed
some improvement from the generally flat trend of the past several
quarters. Third-quarter orders of $293 million were up 8 percent
from last year and up 5 percent sequentially. Life Sciences showed
the most strength, with orders up 14 percent from last year and 10
percent sequentially while Chemical Analysis orders rose 4 percent
from last year and were 1 percent ahead of the second quarter.
Revenues of $303 million were 6 percent ahead of one year ago and
the second quarter. Segment profits were about equal to one year
ago. Compared to the second quarter, when spending is seasonally
higher, operating profits were improved by $21 million on $17
million higher revenues.

            Note on Non-Cash Charge Related to SFAS 109

In accordance with the Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," Agilent recorded a non-
cash charge of $1.4 billion to establish a valuation allowance,
which essentially eliminates its net deferred tax assets. This
adjustment will impact both GAAP tax expense and shareholders'
equity on Agilent's financial statements but has no impact on the
company's cash flow, liquidity or future prospects.

In large part because of Agilent's cumulative losses over the past
few years in the United States and the United Kingdom, SFAS No.
109 requires that "greater weight be given to previous cumulative
losses than the outlook for future profitability when determining
whether deferred tax assets can be used." In essence, the company
is now unable to reference forecasts of future operating profits
to value its deferred tax assets for GAAP purposes. The company
emphasized that the establishment of this allowance was done
strictly for purposes of conformance with GAAP, and does not in
any way reflect reduced confidence in its future prospects. In
fact, the company remains confident it will be able to use the
entirety of its deferred tax assets before expiration dates that
range from 5 to 20 years.

This valuation allowance will be reviewed periodically after the
company has achieved positive retained earnings, and could be
reversed, partially or totally, when business results have
sufficiently improved to support recognition of the deferred tax
assets for GAAP purposes. Until that point, Agilent will record a
near zero tax rate for GAAP reporting purposes.

Agilent Technologies Inc. (NYSE:A) (S&P, BB Corporate Credit and
Senior Note Ratings) is a global technology leader in
communications, electronics, life sciences and chemical analysis.
The company's 32,000 employees serve customers in more than 110
countries. Agilent had net revenue of $6 billion in fiscal year
2002. Information about Agilent is available on the Web at
http://www.agilent.com

More financial information about this quarter's earnings is
available at http://www.investor.agilent.com


AK STEEL: Unit Completes Acquisition of Central Tubing Facility
---------------------------------------------------------------
AK Steel's (NYSE: AKS) tube subsidiary has completed the
acquisition of Central Tubing Facility, an exhaust tube
manufacturer located in Columbus, Indiana.  

AK Tube LLC, Walbridge, Ohio, acquired the facility from a
subsidiary of ArvinMeritor (NYSE: ARM) for approximately $67
million.  The transaction also includes a multi-year supply
agreement between AK Tube and ArvinMeritor, the value of which was
not disclosed.  AK Steel said it expects the acquisition to be
immediately accretive.

"The acquisition of CTF continues our strategy of presenting
value-added products and superior customer service to the
marketplace," said Richard M. Wardrop, Jr., chairman and CEO of AK
Steel.  "AK Tube has an outstanding product line and quality
reputation, and we look forward to the growth opportunities CTF
brings to our steel tube business."

The Columbus facility produces stainless steel tubing used
primarily in the manufacture of passenger and light truck exhaust
systems used throughout the U.S. and Canada.  The Columbus
facility began production in 1996 and was expanded in 1998.

AK Steel produces flat-rolled carbon, stainless and electrical
steel products for automotive, appliance, construction and
manufacturing markets, as well as tubular steel products.  The
company has more than 10,000 employees in plants and offices in
Middletown, Coshocton, Mansfield, Walbridge and Zanesville, Ohio;
Ashland, Kentucky; Rockport and Columbus, Indiana; and Butler,
Pennsylvania.  In addition, the company produces snow and ice
control products and operates an industrial park on the Houston,
Texas ship channel.

AK Tube's Columbus, Indiana, plant employs about 120 men and women
who produce a range of 400 Series stainless steel tube products in
diameters from 1.5 inches to 3.5 inches.  

As reported in Troubled Company Reporter's July 24, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on integrated steel producer AK Steel Corp., and its
parent, AK Steel Holding Corp., to 'B+' from 'BB-' based on the
company's weaker than expected financial performance.

The current outlook is negative. Middleton, Ohio-based AK Steel
has about $1.3 billion in total debt.


ALERT TECH.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alert Technologies, Inc.
        1322 Space Park Drive
        Suite C201
        Houston, Texas 77058
        
Bankruptcy Case No.: 03-41655

Type of Business: The Debtor is the maker of Page-Alert, a fitting
                  room service automation system.

Chapter 11 Petition Date: August 15, 2003

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Edward Heller, Esq.
                  Zukowski & Bresenhan LLP
                  1177 West Loop South
                  Suite 1100
                  Houston, TX 77027
                  Tel: 713-965-9969
                  Fax: 713-528-1117

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Pennian Funding, Ltd.       Loan secured by assets    $927,541
4111 Manorfield
Seabrook, TX 77586

KBS Capital                 Judgment creditor         $820,387
c/o Koll Bren Schreiber
Realty Advisors
4343 Von Karman
Newport Beach, CA 92660

Spencer Technologies, Inc.  Labor                     $252,000
640 Lincoln Street
Worcester, MA 01605

Loeb Lighting Services      Labor                     $102,097

Lyon Financial Services,    Equipment Lease,           $58,006
Inc.                       Oracle license   

Henke and Associates        Legal services             $52,000

Edward Heller               Legal services             $42,187

Frank Giuliano              Severance                  $29,849

M-Teq Mfg Techniques        Materials                  $24,665

Eagle Systems               Services                   $17,571

Advent Communication        Labor                       $9,915
System, Inc.   

Merchandise Concepts        Services                    $8,900

Etimes Solutions            Services                    $8,200

Sotiriades & Associates     Accounting services         $6,960

Tekk, Inc.                  Materials                   $6,899

Reed Prototype & Model      Materials                   $6,364

Metro Security & Comms      Labor                       $5,284

Actra                       Materials                   $5,209

1322 Space Park, LP         Services                    $3,141

PC Network Co.              Labor                       $3,101


ALLCITY INSURANCE: Red Ink Splotches Second Quarter 2003 Results
----------------------------------------------------------------
Allcity Insurance Company (ALCI-OTCBB) announced its operating
results for the six month period ended June 30, 2003 and reported
a net loss of $1,620,000 for the six months ended June 30, 2003
compared to a net loss of $1,979,000 for the comparable 2002
period.

Net earned premium revenues of the Company were $335,000 and
$3,054,000 for the six month periods ended June 30, 2003 and 2002,
respectively. The Company's premium revenues reflect the various
previously announced actions taken by the Empire Group (which
includes the Company and Empire Insurance Company, the Company's
parent) since 2000 to exit the insurance business, and a reduction
to premium revenues to recognize retrospective reinsurance
premiums of $415,000 and $228,000 for the six month periods ended
June 30, 2003 and 2002, respectively. Included in the Company's
pre-tax losses were net increases for loss and loss adjustment
expenses for prior accident years of $616,000 and $700,000 for the
six month periods ended June 30, 2003 and 2002, respectively.

In its SEC Form 10-Q filed for the quarter ended June 30, 2003,
the Company reported:

"The unaudited interim consolidated financial statements, which
reflect all adjustments (consisting only of normal recurring
items) that management believes necessary to fairly present
interim consolidated results of operations, should be read in
conjunction with the Notes to Consolidated Financial Statements
(including the Summary of Significant Accounting Policies)
included in the Company's audited consolidated financial
statements for the year ended December 31, 2002 which are included
in the Company's Annual Report filed on Form 10-K for such year.
Consolidated results of operations for interim periods are not
necessarily indicative of annual results of operations. The
consolidated balance sheet at December 31, 2002 was extracted from
the audited annual financial statements and does not include all
disclosures required by generally accepted accounting principles
for annual financial statements.

"Pursuant to a tender offer by Leucadia National Corporation
commenced in April 2003 for all of the outstanding shares of
common stock of the Company not already owned by Leucadia and its
affiliates, in June 2003 Leucadia accepted and purchased 312,611
shares of the Company's common stock at a price of $2.75 per
share. After giving effect to the purchase of the tendered shares,
Leucadia beneficially owns approximately 95.7% of the outstanding
common stock of the Company. Subject to the prior approval of the
New York Insurance Department, Leucadia, directly or indirectly
through one of its subsidiaries, intends to acquire all of the
remaining shares of the Company's common stock pursuant to a plan
for the acquisition of minority interests in accordance with
Section 7118 of the New York Insurance Law.

"If the Plan of Acquisition is consummated, the Company will cease
to be a public company. Leucadia intends to seek the Department's
approval to merge the Company with Empire Insurance Company, the
Company's parent, following implementation of the Plan of
Acquisition, whereby Empire would be the surviving insurer. If the
Department's approval for the Plan of Acquisition is not obtained,
shares of the Company not beneficially owned by Leucadia will
remain outstanding. In that event, the Company would continue as a
public company unless it has fewer than 300 registered
shareholders, in which case, Leucadia would cause the Company to
deregister the common stock under the Securities Exchange Act of
1934, as amended, and, accordingly, there may be no public market
for the common stock of the Company.

"In December 2001, the Company and Empire announced that it had
determined that it was in the best interest of its shareholders
and policyholders to commence an orderly voluntary liquidation of
all of the Group's operations. The Group will only accept business
that it is obligated to accept by contract or New York insurance
law; it does not engage in any other business activities except
for its claims runoff operations. By the end of 2005, the Company
expects that its voluntary liquidation will be substantially
complete, premium revenue will be immaterial, infrastructure and
overhead costs will be substantially reduced, and all that it
expects to remain will be the administration and settlement of
claims with long tail settlement characteristics, principally
workers' compensation and certain liability claims. Given the
Group's and the Company's current financial condition, the
expected costs to be incurred during the claims runoff period, and
the inherent uncertainty over ultimate claim settlement values, no
assurance can be given that the Company's shareholders will be
able to receive any value at the conclusion of the voluntary
liquidation of its operations.

"As of June 30, 2003, the Company's reinsurance recoverable from
Empire was $80,380,000, representing 43% of the Company's total
assets. Empire's stand alone statutory surplus was approximately
$11,472,000 as of June 30, 2003, after giving effect to the
limitations imposed under Section 1408 of the NYSIL on Empire's
ability to record the value of its investment in the Company on
Empire's statutory financial statements. This amount is
approximately $8,172,000 above the minimum required under New York
insurance regulations and an improvement of approximately
$7,000,000 when compared to Empire's stand alone statutory surplus
as of March 31, 2003. This improvement resulted from a release
that Empire obtained in May 2003 from the New York City Industrial
Development Agency concerning contingent obligations related to
its former headquarters building. Empire's management continues to
investigate transactions that could increase its stand alone
surplus level in order to remain above minimum requirements.
However, no assurance can be given that Empire will be successful
in any other transaction to increase its stand alone statutory
surplus.

"If the merger of Empire and the Company is consummated, the
effect on Empire's stand alone surplus of the limitation imposed
under Section 1408 of the NYSIL will be eliminated. The exact
amount of the increase in Empire's stand alone statutory surplus
cannot be currently determined, however, if the merger were
consummated as of June 30, 2003, the increase would have been
$5,597,000.

"The Company currently believes that its reinsurance recoverable
from Empire is fully collectible; however, further reductions in
Empire's statutory surplus, resulting from operating results,
could impair Empire's ability to pay the full amount due to the
Company. Further, any adverse regulatory action taken against
Empire in the future could also impair the Company's ability to
fully collect its reinsurance recoverable and could result in
adverse regulatory action against the Company. No assurance can be
given that adverse regulatory action will not be taken against
Empire or the Company."


ALLIED WASTE: S&P Assigns BB Rating to $250 Million Term Loan C
---------------------------------------------------------------  
Standard & Poor's Ratings Services said that it assigned its 'BB'
rating to Allied Waste North America Inc.'s $250 million term loan
C due Jan. 15, 2010, guaranteed by its parent, Allied Waste
Industries Inc. At the same time, Standard & Poor's affirmed its
ratings, including the 'BB' corporate credit rating, on Allied
Waste. The outlook is stable. Outstanding debt is about $8.2
billion.

The term loan C proceeds are intended to fund refinancings of
senior subordinated indebtedness. The term loan C is being added
through an amendment to the existing senior secured credit
facilities under the same terms and conditions.

"The ratings on Scottsdale, Arizona-based Allied Waste reflect a
relatively weak, albeit improving, financial profile, which
outweighs the company's strong competitive business position,"
said credit analyst Roman Szuper. The firm is the second-largest
solid waste management participant in the U.S., with 2003 revenues
estimated at $5 billion. Allied Waste provides collection,
transfer, disposal, and recycling services to about 10 million
residential, commercial, and industrial customers in 39 states. A
national network of facilities creates opportunities for modest
growth through internal development, supplemented by tuck-in
acquisitions, focusing on the vertical integration business model.
The company's market position is enhanced by a low cost structure,
very good collection route density, and a relatively high rate of
waste internalization.

At June 30, 2003, Allied Waste had $65 million of cash and
equivalents and $815 million of availability under its $1.5
billion revolver. The firm expects to generate $330 million of
free cash flow in 2003. This liquidity should be sufficient to
meet operating needs (primarily for capital expenditures) and
manageable debt maturities (only $18 million in 2003 and $345
million from 2004 to 2005). Based on current expectations, there
should be a reasonable EBITDA cushion in the most restrictive
financial covenant under the credit facilities.


AMERCO: Court Fixes Dec. 22 Claims Bar Date for AREC Creditors
--------------------------------------------------------------
According to Patricia Gray, the Clerk of the Bankruptcy Court for
the District of Nevada, all creditors of Amerco Real Estate
Company, except a governmental unit, have until December 22, 2003
to file a proof of claim against AREC.  Creditors wishing to file
a proof of claim must submit an original and two copies to:

               Trumbull Associates, LLC
               4 Griffin Road North
               Windsor, Connecticut 06095

If a creditor wants to submit a proof of claim by mail, a
postage-paid, self-addressed envelop must be included in order to
receive acknowledgment that the proof of claim has been received.

For a governmental unit, the proof of claim will be no later than
180 days after the date of the order for relief pursuant to Rule
3002(c) of the Federal Rules of Bankruptcy Procedure.

Ms. Gray stresses that creditors must not file their proofs of
claim with the Court. (AMERCO Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICAN RESTAURANT: S&P Junks Credit & Debt Ratings at CCC+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on casual dining restaurant
operator American Restaurant Group Inc. to 'CCC+' from 'B-'. The
outlook is negative. Los Altos, California-based American
Restaurant Group had $158 million of debt outstanding as of
June 30, 2003.

The downgrade is based on the company's deteriorating operating
performance, weak cash flow protection measures, and very limited
liquidity. Same-store sales fell 7.4% in the first half of 2003,
after falling 2.7% in all of 2002. The large sales decline is
attributed to a weak economy and the competitive environment in
the restaurant industry, in addition to a planned reduction of
less profitable product promotions. Moreover, the company's
operating margin for the six months ended June 30, 2003, decreased
to 8.9% from 9.1% due to higher labor and beef costs. As a result,
cash flow protection measures are very weak, with lease-adjusted
EBITDA covering interest by about 1x. Moreover, liquidity is
constrained, with $2.8 million in cash and $6.2 million available
on the company's revolving credit facility as of June 30, 2003,
and a $9.3 million interest payment due in November 2003.

"The ratings on American Restaurant Group Inc. reflect its
relatively small size in the highly competitive restaurant
industry, weak operating performance, a significant debt burden,
and limited liquidity," said Standard & Poor's credit analyst
Robert Lichtenstein. American Restaurant Group is a small player
in the casual dining segment of the restaurant industry. The chain
is easily dwarfed by larger players such as Outback Steakhouse,
Olive Garden, and Red Lobster. In addition, the company could be
challenged by its lack of geographic diversity. With 90% of its
store base in the west, American Restaurant Group's operating
performance is vulnerable to a decline in the region's economy.
Leverage is high, with lease-adjusted total debt to EBITDA of more
than 7.0x. In October 2001, the company completed a refinancing
that increased its leverage and added to its interest burden. The
company's highly leveraged balance sheet limits its access to
capital.


ANC RENTAL: Delays Filing of Form 10-Q for First Quarter 2003
-------------------------------------------------------------
Howard D. Schwartz of ANC Rental Corporation informs the
Securities and Exchange Commission that since the Petition Date,
the Company's accounting and financial staff, who are critical to
the preparation of the Form 10-Q, have been primarily engaged in
dealing with bankruptcy-related matters and, together with the
Company's advisors, formulating a substantially modified business
strategy to promptly formulate and consummate a reorganization
plan.  The development and implementation of the Company's
Chapter 11 reorganization include not only the administration of
the Chapter 11 cases, but also, among other burdens, preparing
detailed financial budgets and projections, formulating and
preparing disclosure materials required by the Bankruptcy Court,
analyzing accounts payable and receivable, assembling data for
the valuation and schedule of the Company's assets and
liabilities and statement of financial affairs to be filed with
the Bankruptcy Court, seeking financing, and preparing the
monthly operating reports for the Bankruptcy Court and United
States Trustee.

In light of the significant resources and time dedicated by the
Company's accounting and financial staff to the Chapter 11
filing, the Company has been unable to complete its quarterly
report on Form 10-Q for the period ending March 31, 2003.

Mr. Schwartz relates that the Company is in good faith proceeding
diligently to complete its Form 10-Q for the period ending
March 31, 2003.  The Company expects to file the Form 10-Q as
soon as practicable.  However, the Company cannot presently
predict when its accounting and financial staff will complete
their audit and, thus, the Company cannot estimate when the Form
10-Q will be filed with the Securities and Exchange Commission.

"The Company expects that its revenue for the quarter ended
March 31, 2003 will show a decline from the revenue for the
quarter ended March 31, 2002," Mr. Schwartz says. (ANC Rental
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


APARTMENT INVESTMENT: Board Declares Preferred Share Dividends
--------------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV, AIVPrQ,
AIVPrR) announced that its Board of Directors has declared a
dividend of $0.63125 per share on its publicly traded 10.1% Class
Q Cumulative Preferred Stock.  The Aimco Board of Directors has
also declared a dividend of $0.625 per share on its publicly
traded 10.0% Class R Cumulative Preferred Stock.  Dividends for
both classes of preferred stock are payable to shareholders of
record on September 1, 2003 and will be paid on September 15,
2003.

Aimco (S&P, BB+ Corporate Credit Rating, Stable) is a real estate
investment trust headquartered in Denver, Colorado owning and
operating a geographically diversified portfolio of apartment
communities through 19 regional operating centers.  Aimco, through
its subsidiaries, operates approximately 1,760 properties,
including approximately 313,000 apartment units, and serves
approximately one million residents each year.  Aimco's properties
are located in 47 states, the District of Columbia and Puerto
Rico.  Aimco common stock is included in the S&P 500.


ARVINMERITOR: Issues Statement in Response to Dana's Complaint
--------------------------------------------------------------
ArvinMeritor, Inc., (NYSE: ARM) issued the following statement in
response to a complaint filed in Lucas County, Ohio late last week
by Dana Corporation (NYSE: DCN). This statement was delayed as a
result of the power outages on Thursday and Friday in the
Northeast and Midwest sections of the country.

"We believe the lawsuit is entirely without merit and we will
contest it vigorously.  We believe that Dana's shareowners would
be better served by the Board and management working with us to
quickly close a transaction that is in the best interests of both
companies' shareowners.

"As we have said before, if Dana is willing to work with us to
consummate a transaction, we will analyze further whether a higher
value is warranted. In addition, we are flexible in considering a
mix of cash and stock if it will facilitate a transaction."

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

The solicitation and offer to purchase is made only pursuant to
the Offer to Purchase and related materials that ArvinMeritor and
Delta Acquisition Corp. filed with the Securities and Exchange
Commission on July 9, 2003. Investors and security holders are
advised to read such documents because they include important
information. Investors and security holders may obtain a free copy
of such documents at the SEC's Web site at http://www.sec.gov  
from ArvinMeritor at 2135 W. Maple Road, Troy, MI 48084, Attn:
Investor Relations, or by contacting Mackenzie Partners, Inc. at
(212) 929-5500 collect or at (800) 322-2885 toll-free or by email
at proxy@mackenziepartners.com .

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


ASPECT COMMS: Beatriz Infante to Step Down as Chairman/Pres./CEO
----------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), the leading
provider of enterprise customer contact solutions, announced that
Beatriz Infante, Aspect's chairman, president and chief executive
officer since early 2001, is transitioning from her role with the
company to pursue other interests.  Infante will assist in
transition matters for the remainder of the quarter to ensure a
smooth transition.  The company has appointed A. Barry Rand,
director, as interim chairman and Gary Barnett, executive vice
president, products, and chief technology officer, as interim
president and chief executive officer.  A formal search for a
president and chief executive officer is being commenced.

"We are deeply appreciative of Beatriz's contributions to Aspect
over her tenure with the company," said Norm Fogelsong, a partner
at Institutional Venture Partners and member of the company's
board of directors since 1985. "She has guided the company through
an incredibly difficult and uncertain economy over the last
several years and has seen the company through many challenges.  
We wish her much continued success as she pursues the next phase
of her career."

Barry Rand has been a director of the company since January 2003.  
Rand is currently chairman and chief executive officer of Equitant
Limited, a provider of order-to-cash management services.  From
1999 to 2001, Rand was the chairman and chief executive officer of
The Avis Group following a 30-year career with Xerox Corporation,
where he served most recently as executive vice president of
worldwide operations.  Rand also serves on the board of directors
for several Fortune 1000 companies including AT&T Wireless
Services Inc., Abbott Laboratories and Agilent Technologies.

Gary Barnett has a distinguished history in communications
technology. Barnett was a founding engineer at Octel
Communications, where he was one of the developers of Octel's
first voice-messaging system and did early groundbreaking work in
the field of unified messaging.  Barnett left Octel to become a
founding engineer at Aspect, where he played a key role in the
development of the company's first automatic call distributor.  
Barnett was a leader in Aspect's successful effort to develop the
first ACD software that ran on standard hardware systems.  In 1987
Barnett became a founder of Prospect Software, a company that
pioneered computer-telephony integration in the early 1990s.  
Barnett returned to Aspect in 1996 when the company acquired
Prospect Software.

The company also announced that it currently expects the company's
third-quarter financial results to be in line with the guidance it
previously provided on July 17, 2003.

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


AVIX TECHNOLOGIES: Florida Bankr. Court Confirms Chapter 11 Plan
----------------------------------------------------------------
On September 24, 2002, pursuant to a previous board action, Avix
Technologies, Inc., filed for reorganization under Chapter 11 of
the United States Bankruptcy Code in the Middle District of
Florida, Tampa Division, Case No. 02-18761-8C1.  The filing law
firm was Stichter, Riedel, Blain & Prosser, P.A. and the attorney
of record is Kurt E. Davis, Esquire.

There was overwhelming support for the plan by the shareholders.
Plan confirmation was delayed on three occasions by the sitting
Judge out of concern that all efforts to notify street named
shareholders were exhausted.

Having all such concerns satisfied by the law firm, the Judge
confirmed the plan on July 25, 2003.

Pursuant to the procedures approved by the stockholders and
approved by the court, efforts are under way by counsel to  
establish the liability assessment for each share, as provided by
the plan.


BUDGET GROUP: Challenges 12 Claims Filed by Indenture Trustees
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to
disallow and expunge 12 Claims as duplicative of claims filed by
certain Indenture Trustees.  

Twelve Claims were filed by noteholders on account of principal,
interest and other applicable fees and charges due under the
9.125% Senior Notes due April 1, 2006; the 6.85% Convertible
Subordinated Notes due April 29, 2007; and the 6.25% Remarketable
Term Income Deferrable Equity Securities.

Pursuant to the Bar Date Order, the indenture trustee under the
indentures for the Notes filed proofs of claim on behalf of all
Noteholders for the principal and interest due under the Notes as
well as all amounts payable under the indentures pursuant to
which the Notes were issued.  The proofs of claim filed by the
Indenture Trustees have been assigned claim nos. 3500, 4073 and
4230.  The Noteholder Claims are duplicative of the proofs of
claim filed by the Indenture Trustees on the Noteholder's behalf
and should therefore be disallowed and expunged.  

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, assures the Court that each claimant will
continue to have a surviving claim against the Debtors in an
amount to which the claimant is entitled pursuant to the
Indenture Trustee's claim filed on the Noteholders' behalf.

According to Mr. Brady, failure to disallow the Noteholder Claims
will result in the applicable noteholders receiving an
unwarranted double recovery against the Debtors' estates, to the
detriment of other unsecured creditors in these cases.  
Furthermore, no prejudice will result to these noteholders
because they will receive the same treatment as other similarly-
situated claimants for their surviving claims.  

These Noteholder Claims are included and are duplicative of Claim
No. 3500 filed by Wells Faro Bank Minnesota, NA for
$430,230,449.57:

      Claimant            Claim No.         Claim Amount
      --------            ---------         ------------
   Edward M. Casselman       4180             $15,546.98
   Edward M. Casselman       4903              30,000.00
   Loraine F. Heidorn        2858               5,000.00
   Leonta M. Longman         2911              18,750.00
   Molin Holdings, Inc.      3085             277,095.50   
   R2 Investments LDC        3427         125,345,000.00
   Stuart Schneider          3121              65,000.00
   Raylen & Jack Slaughter   3166              10,000.00
   Stifel Nicolaus & Co.     4854               1,906.50
   Stifel Nicolaus & Co.     4838              13,125.00
   Stifel Nicolaus & Co.     3080               5,000.00
       
Claim No. 4217 filed by Parker Valley Capital LLC for $106,808.04
is included and duplicative of Claim No. 4230 filed by Wilmington
Trust Company, Indenture for $341,738,584.81.

The Debtors further ask the Court to expunge 18 Equity Interest
Claims, filed by equity interest holders based exclusively on
their ownership of the Debtors' common or preferred stock as of
Petition Date.  Pursuant to the Bar Date Order, the Equity
Interest Claim holders were not required to file proofs of claim
based solely on their equity interests in the Debtors.  The
Debtors notified the equity interest holders of the Bar Date only
to allow holders to assert claims, if any, based on transactions
in the Debtors' securities including, but not limited to, claims
for damages or rescission based on the purchase or sale of the
Debtors' stock.  

Mr. Brady informs the Court that the equity interest holders will
not receive distributions under the forthcoming Chapter 11 plan
unless and until the general unsecured creditors are made whole
pursuant to that plan.

The Equity Claims are:

      Claimant            Claim No.         Claim Amount
      --------            ---------         ------------
   Leon H. Buffington       4603               $2,375.00
   Kevin Derr               4590               22,739.06
   Tim Fitzgibbon           4686            unliquidated
   Rose Jacobs              3044            unliquidated
   James A. Johnson         3049            unliquidated
   Gerald Kaufman           2418                  780.00
   Morton Miller            1862               11,200.00
   Toni Moody               3072                2,162.50
   Gordon T. Page           4610              881,532.00
   Phyllis Jean Sieveke     2988               10,612.50
   Richard Radenbaugh       2734                  955.00
   Robert L. Duren          2845               18,755.00
   Robert W. Trsieveke      2989               18,038.98
   Michael Sclafani         3076                   23.25
   John S. Shallcross       3222               15,431.95
   Verley Smith             3042            unliquidated
   Judd W. Thomas           2274            unliquidated
   Jefrey Weston            3057               50,946.00
(Budget Group Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CEDAR MOUNTAIN: Auditing Firm Expressing Doubts is Replaced
-----------------------------------------------------------
On July 28, 2003, Cedar Mountain Distributors Inc. dismissed
Sartain Fischbein & Company, an accounting firm located in Tulsa,
Oklahoma and hired Cordovano and Harvey, PC, an accounting firm
located in Denver, Colorado.

For the years ended December 31, 2002 and 2001, the reports of
Sartain Fischbein & Company included the addition of an
explanatory paragraph regarding the substantial doubt raised with
regards to the Company continuing as a going concern. The decision
to change accountants reflected management's belief that a
periodic change of auditors is a prudent practice. The Board of
Directors of the Company also believed it would be in the best
interest of Cedar Mountain Distributors to retain Cordovano and
Harvey, PC, and therefore approved the change of accountants.

                    Results of Operations

For the quarter ended June 30, 2003, the Company had sales of $544
and cost of net product sales of $435 compared to sales of $8,480
and cost of $7,027 for the quarter ended June 30, 2002. Operating
expenses were $13,142, resulting in a loss from operations of
$13,013, compared to operating expenses and a loss from operations
of $16,713 and $15,260, respectively for the same quarter of the
prior year.

For the six months ended June 30, 2003, the Company had sales of
$944 and cost of net product sales of $722 compared to sales of
$18,139 and cost of $14,905 for the six months ended June 30,
2002. Operating expenses were $21,349, resulting in a loss from
operations of $21,127 compared to operating expenses and a loss
from operations of $25,730 and $22,496, respectively for the same
six months of the prior year. The nominal sales are the result of
the limited availability during the six months of the Company's
sole employee. Expenses are substantially legal and accounting
costs and services contributed by a shareholder and officer. A
higher level of operations and promotion activities is expected if
additional funding is achieved.

               Liquidity and Capital Resources

On June 30, 2003, the Company had $8,528 in current assets,
including $1,261 in cash, and total current liabilities of
$38,587, resulting in a net working capital deficit of $30,059
compared to a net working capital deficit of $14,956 at December
31, 2002. Of the liabilities, $29,741 is owed to shareholders and
an officer. Net cash used in operating activities for the six
months ended June 30, 2003 was $11,079, compared to $2,191 for the
six months ended June 30, 2002. Net cash provided by financing
activities for the six month periods ended June 30, 2003 and 2002
was $2500 and $12,500, respectively, from proceeds of notes
payable to shareholders,

The Company does not have any commitments for significant capital
or operating expenditures above their current levels and believes
it has sufficient available resources to maintain its operations
at the current restricted level but will need to obtain additional
funding to execute its business plan and expand its operations for
the year ending December 31, 2003.

In its SEC Form 10-Q filing, the Company said: "Our auditors
included an explanatory paragraph in their opinion on our
financial statements for the year ended December 31, 2002, to
state that our losses since inception and our net capital deficit
at December 31, 2002 raise substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going
concern is dependent upon raising additional capital and achieving
profitable operations. We cannot assure you that our plan of
operation will be successful in addressing this issue."


CHAMPIONLYTE HOLDINGS: Taps Massella Roumbos as New Accountants
---------------------------------------------------------------
On June 25, 2003, Radin Glass & Co, LLP was dismissed as the
independent auditor for Championlyte Holdings Inc. and Massella
Roumbos LLP was appointed as the new independent auditor for the
Company.

Radin Glass & Co, LLP 's report on the financial statements for
the year ended December 31, 2002 contained an explanatory
paragraph reflecting an uncertainty because the realization of a
major portion of the Company's assets is dependent upon its
ability to meet its future financing requirements and the success
of future operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.

ChampionLyte Products, Inc., is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its primary product, ChampionLyte(R) is the
first completely sugar-free entry into the isotonic sports drink
market.


CINCINNATI BELL: Retains Spencer Stuart to Conduct CFO Search
-------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) announced that Thomas L. Schilling
has stepped down as chief financial officer of the company,
effective August 17, 2003, and will serve as a consultant to the
company through the end of the year.

"We would like to thank Tom for his significant contributions to
the company. His work on the company's restructuring has left us
well-positioned for the future," said Jack Cassidy, Cincinnati
Bell's chief executive officer.

Schilling assumed the role of chief financial officer for
Cincinnati Bell Inc, in July, 2002 after serving as CFO of the
company's broadband division. Immediately prior to assuming the
CFO role, Mr. Schilling served as senior vice president of finance
and administration for the company.

The company has retained Spencer Stuart LLP to conduct a search
for a new CFO.

Cincinnati Bell is one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence. The company was recently
ranked number one in customer satisfaction, for the third year in
a row, by J.D. Power and Associates for residential long distance
among mainstream users. Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. Cincinnati Bell
is headquartered in Cincinnati, Ohio. For more information, visit
http://www.cincinnatibell.com

As reported in Troubled Company Reporter's July 25, 2003 edition,
Standard & Poor's Ratings Services raised the corporate credit
rating of incumbent local exchange carrier Cincinnati Bell Inc.,
to 'B' from 'B-'. Ratings on Cincinnati Bell's secured debt, which
includes its $941 million bank credit facility and $50 million
senior secured notes, are raised to 'B+' from 'B-'.

"The upgrade of the secured debt reflects both the higher
corporate credit rating and permanent reduction of bank debt,"
said credit analyst Michael Tsao. Ratings have been removed from
CreditWatch, where they had been placed with positive implications
on July 1, 2003 after Cincinnati Bell announced that it planned to
issue new notes to reduce bank debt. The outlook is positive.
Total debt is currently about $2.5 billion.


CITGO PETROLEUM: Second Quarter Results Show Slight Improvement
---------------------------------------------------------------
CITGO Petroleum Corporation reported net income of $109 million
for the second quarter of 2003 compared with $96 million for the
second quarter of 2002.  For the six month period ending June 30,
2003, CITGO reported net income of $249 million compared with $81
million in 2002.

Operating income (income before interest and income taxes) for the
second quarter of 2003 was $204 million, which includes
depreciation and amortization expenses totaling $84 million.  In
comparison, 2002 second quarter operating income was $170 million,
which includes depreciation and amortization expenses totaling $73
million.

Second quarter market conditions and outstanding operating
performance contributed to CITGO's favorable financial results
relative to the same quarter of 2002.  Crack spreads were 21-
percent higher in Chicago and relatively constant in the Gulf
Coast when compared with the same time period in 2002.  
Additionally, crude differentials for both sour and Canadian
crudes were improved relative to last year.

"CITGO capitalized on the market conditions by optimizing its
refineries' production as well as increasing its product sales,"
stated Luis Marin, President and Chief Executive Officer.  "Our
refinery utilization rate for the second quarter averaged 97-
percent, continuing our excellent operational performance from the
first quarter and exceeding the industry's utilization rate of
slightly under 95-percent," said Marin.

"In addition, our heavy-sour crude runs in the second quarter were
up 137,000 barrels per day (bpd) compared with the same time
period in 2002.  We are also very pleased with the start up and
production rates from the new mixed xylene unit at our Lake
Charles, La. refinery," Marin said.

"Another bright spot during the quarter was a 15-percent increase
in our total refined product sales volumes, led primarily by a 33-
percent increase in diesel and #2 fuel sales.  When taken
together, these factors generated a very good second quarter for
CITGO," said Marin.

Additional second quarter highlights include:

    --  Second quarter wholesale refined product sales increased
        by five-percent to 3.6 billion gallons, with gasoline
        sales to existing branded marketers comprising the largest
        increase.

    --  Lubricant sales volumes were relatively flat for the first
        six months of 2003 when compared with the same time period
        in 2002; however, industry sales volumes were down eight-
        percent compared with the same period in 2002.

"CITGO's corporate debt ratings were upgraded during the second
quarter, recognizing continued excellent operations and reflecting
the company's improved financial condition," said Marin.  "In
fact, after the quarter ended CITGO paid a $500 million dividend
to its direct parent company, PDV America, Inc.  CITGO's liquidity
(cash plus available borrowing capacity) was $526 million after
the dividend payment," Marin concluded.

CITGO's capital expenditures for the second quarter of 2003 were
$118 million compared with $229 million for same quarter in 2002.  
Capital expenditures for the first six months of 2003 were $209
million compared with $350 million for the first six months of
2002.  This decrease reflects CITGO's commitment to reduce 2003
planned capital spending by approximately $250 million.

For the six months ending June 30, 2003, CITGO reported operating
income of $447 million, including depreciation and amortization
expenses totaling $163 million.  In comparison, in the first six
months of 2002, CITGO's operating income was $163 million,
including depreciation and amortization expenses totaling $145
million.

CITGO Petroleum Corporation is a leading energy company based in
Tulsa, Okla., with approximately 4,300 employees and annual
revenues of nearly $20 billion.  CITGO is a direct, wholly-owned
subsidiary of PDV America, Inc., a wholly-owned subsidiary of PDV
Holding, Inc.  CITGO's ultimate parent is Petroleos de Venezuela,
S.A. (PDVSA), the national oil company of the Bolivarian Republic
of Venezuela and its largest supplier of crude oil.

CITGO operates fuels refineries in Lake Charles, La., Corpus
Christi, Texas, and Lemont, Ill., and asphalt refineries in
Paulsboro, NJ and Savannah, Ga.  The company has long-term crude
oil supply agreements with PDVSA for a portion of the crude oil
requirements at these facilities.  CITGO is also a 41-percent
participant in LYONDELL-CITGO Refining LP, a joint venture fuels
refinery located in Houston, Texas.  CITGO's interests in these
refineries result in a total crude oil capacity of approximately
865,000 barrels per day.

With more than 13,000 branded, independently owned and operated
retail locations, CITGO is also one of the five largest branded
gasoline suppliers within the United States.

As reported in Troubled Company Reporter's August 13, 2003
edition, Fitch Ratings upgraded the senior unsecured debt rating
of CITGO Petroleum Corporation to 'BB-' from 'B+' and the rating
of CITGO's $200 million secured term loan to 'BB+' from 'BB'.

With the payment of the $500 million maturity of senior notes on
August 1, Fitch is withdrawing its rating on PDV America, Inc.
CITGO is owned by PDV America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela S.A., the state-owned oil
company of Venezuela. The Rating Outlook for the debt of CITGO is
Stable.


CONSECO INC: Files Fifth Amended Joint Plan of Reorganization
-------------------------------------------------------------
Conseco, Inc., (OTCBB:CNCEQ) has filed its Fifth Amended Joint
Plan of Reorganization with the Bankruptcy Court. The Court has
set September 9, 2003 as the hearing date to consider confirmation
of the amended plan.

Upon emergence, Conseco, Inc. will be engaged exclusively in the
insurance business. The full text of the Fifth Amended Joint Plan
of Reorganization is available at http://www.bmccorp.net/conseco


DEX MEDIA: Fitch Assigns BB- Ratings to New $2.11BB Facility
------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Dex Media West, LLC's
proposed $2.11 billion senior secured credit facility. The secured
bank facility consists of a $100 million 6-year revolving
facility, a $960 million 6-year Term A loan and a $1.05 billion
6.5-year Term B loan. Fitch has also assigned a 'B' rating to the
company's $535 million senior unsecured notes due 2010 and a 'B-'
rating to the $780 million senior subordinated notes due 2013. The
proceeds from the secured bank facility and the notes together
with equity proceeds from the company's sponsor group will be
utilized to fund the purchase of Dex Media West, LLC. The Rating
Outlook is Stable.

Fitch's ratings reflect the company's strong market position as
the incumbent directory publisher within its service territory,
the stability and consistency of its revenue stream, strong
operating margins and anticipated solid free cash flow generation.
The company's revenue stability is supported by a high advertiser
retention rate and the contractual nature of the company's
revenues. The contracts the company has with its advertiser base
provide the company with significant revenue visibility as a large
portion of the company's annual revenue is confirmed early in the
year. In Fitch's view revenue generated by yellow page publishers
is not as sensitive to cyclical economic conditions as other forms
of advertising as evidenced by the industry's positive, albeit
modest growth rate during the recent economic environment. Fitch's
ratings are further supported by the geographic and customer
diversity of its revenue stream. Dex Media West publishes
directories throughout seven states and no single customer class
represents more than approximately 3% of revenue with the largest
single customer less than 0.5%. Ongoing capital expenditures to
support its business are expected to remain low.

These rating considerations are balanced against the high degree
of leverage used to finance the acquisition, and execution risks
centered on operating as a stand alone entity. Fitch recognizes
the potential impact on the company's operating margins stemming
from independent directory publishers that compete on price and
usage substitution with internet directories. Long term risks
relate to potential changes in the buying patterns of advertisers
or a shift in the effectiveness of yellow page advertising
relative to other media as well as the success of new product
innovations launched by the company.

Fitch's rating of the secured bank facility reflects the seniority
the bank facility enjoys within the company's capital structure
but also the lack of tangible asset value supporting the facility.
The senior unsecured and senior subordinate ratings reflect the
large amount of senior secured debt within the company's capital
structure. At the close of the transaction Fitch expects that
approximately 47% of the funded capital structure will consist of
the senior secured debt.

At the close of the transaction and based on total debt funded of
approximately $3.4 billion and LTM EBITDA of $524 million the
total debt-to-EBITDA is 6.4 times and the senior secured leverage
is 3.9x. From Fitch's perspective the stability of the company's
revenue stream coupled with low ongoing capital expenditure
requirements will yield sustainable free cash flow generation and
free cash flow conversion as a percent of EBITDA approaching 50%.
Fitch expects that free cash flow will be utilized to reduce debt
levels and anticipates year-end 2004 leverage below 6x.

Dex Media West, LLC was formed by the private equity firms of
Welsh, Carson, Anderson & Stowe and The Carlyle Group to acquire a
portion of Qwest Dex, Inc., the yellow page publishing business
from Qwest Communications International. The Qwest Dex, Inc.
acquisition, valued at $7.05 billion is structured with two
stages. The first phase closed in November 2002 and operates
yellow page directory business in Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota, and South Dakota. The second
stage, representing the balance of Qwest Dex business in Arizona,
Idaho, Montana, Oregon, Utah, Washington, and Wyoming is
anticipated to close September 2003 and is pending regulatory
approvals.


DIRECTV LATIN: Wants More Time to Make Lease-Related Decisions
--------------------------------------------------------------
DirecTV Latin America, LLC asks the Court to extend the time by
which it must assume or reject its unexpired non-residential
property leases through and including November 17, 2003.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Delaware, reminds the Court that DirecTV is a party to two
unexpired non-residential real property leases:

Lease Premises                 Lessor
--------------                 ------
2400 East Commercial Blvd.     CB Richard Ellis
Fort Lauderdale, Florida       2400 East Commercial Blvd.
33308                          Suite 708
                               Fort Lauderdale, Florida 33308

New Town Commerce Center       Iron Mountain
3821 SW 47th Avenue            New Town Commerce Center
Fort Lauderdale, Florida       3821 SW 47th Avenue
33314                          Fort Lauderdale, Florida 33314
                               Attn: Daniel Melendez

Mr. Cleary asserts that the Unexpired Leases are valuable assets
of DirecTV's estate and are integral to its continued operations
and plan of reorganization.  DirecTV does not want to assume the
Unexpired Leases until it determines a confirmable plan of
reorganization since, without the plan, the result would be the
imposition of potentially substantial administrative expenses to
its estate.  However, if DirecTV is unable to come up with a plan
of reorganization, it is then required to reject the Unexpired
Leases.  

DirecTV is presently considering and assessing various options
regarding the formulation of a reorganization plan.  Forcing
DirecTV to assume the Unexpired Leases would subject the estate
to unnecessary administrative expense.  Then again, forcing
DirecTV to reject and seek new office and storage space would
disrupt its operations and reorganization efforts.  

Mr. Cleary assures the Court that DirecTV continues to perform in
a timely manner its postpetition obligations under the Unexpired
Leases.  Furthermore, the requested extension will promote the
Debtor's ability to maximize the value of its estate, avoid the
incurrence of needless administrative expenses and other claims
on the estate by minimizing the likelihood of an inadvertent
rejection of a valuable lease, or alternatively, the premature
assumption of a burdensome one.  

The Court will convene a hearing on September 8, 2003 to consider  
DirecTV's request.  By application of Del.Bankr.LR 9006-2, the  
lease decision deadline is automatically extended through the  
conclusion of that hearing. (DirecTV Latin America Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


DLJ COMMERCIAL: Fitch Ups Class B-6 Note Rating to BB- from B
-------------------------------------------------------------
Fitch Ratings upgrades DLJ Commercial Mortgage Corp., commercial
mortgage pass-through certificates, series 2000-STF1 as follows:

        -- $11.9 million class A-2 to 'AAA' from 'AA';

        -- $11.2 million class A-3 to 'AAA' from 'A';

        -- $9.8 million class B-1 to 'AAA' from 'BBB';

        -- $7 million class B-2 to 'AAA' from 'BBB-';

        -- $5 million class B-4 to 'A' from 'BB';

        -- $2.9 million class B-5 to 'BBB' from 'BB-';

        -- $11.7 million class B-6 to 'BB-' from 'B'.

In addition, Fitch affirms the following certificates:

        -- $14 million class A-1 'AAA';

        -- Interest-only classes S and X 'AAA'.

The $8.8 million class B-7 and $13.7 million class C are not rated
by Fitch. The rating upgrades and affirmations follow Fitch's
annual review of this transaction, which closed in August 2000.

The upgrades are primarily a result of increased subordination
levels due to collateral paydown, and the transaction's return to
sequential-pay structure.

As of the August 2003 distribution date, six loans are remaining
in the pool and the transaction's aggregate principal balance has
decreased 78%, to $96.2 million from $438.8 million at issuance.

The remaining loans have past their maturity dates and are being
specially serviced by J.E. Robert Companies. Fitch applied various
stress scenarios including expected losses on some of the loans.
Even under these scenarios, the subordination levels remain
sufficient to upgrade the ratings. Fitch will continue to monitor
this transaction, as surveillance is ongoing.


ECHO SPRINGS: Aurora Beverage Acquires Controlling Interest
-----------------------------------------------------------
Echo Springs Water Corp. (EWC - TSX VENTURE EXCHANGE) and Aurora
Beverage Corporation jointly announced the completion of the
purchase by Aurora of 4,895,915 common shares of the Corporation,
being 38.1% of the currently issued and outstanding common shares
of the Corporation pursuant to the previously announced private
share purchase transaction with five shareholders of the
Corporation. The purchase price for each share was $0.06 (paid in
cash).

Aurora has undertaken to, within 100 days from the closing of the
Transaction, make a formal offer pursuant to a take-over bid
circular and in compliance with all applicable securities laws to
acquire all the issued and outstanding shares of the Corporation
at a price per share no less than the Purchase Price. The
obligation of Aurora to make the Offer is subject to several
conditions including a determination by the board of directors of
the Corporation to recommend that shareholders accept the Offer.
The taking up and paying for common shares tendered under the
Offer will be conditional on, among other things, obtaining
necessary regulatory and legal approvals, at least 90% of the
outstanding common shares (including those held by Aurora) being
deposited, all outstanding options having been exercised,
cancelled or otherwise dealt with on terms satisfactory to Aurora,
and no material right, property, franchise or license of the
Corporation or its subsidiaries being adversely affected as a
result of the making and completion of the Offer.

In connection with the Transaction, the size of the board of
directors has been reduced to four and two nominees of Aurora,
George Arnold and Richard Brezzi, have been appointed as
directors. The directors who have submitted their resignations are
Douglas Hanson, Douglas Hatch, Mark Rundle, Rene Malo and Ray
Courey. George Arnold will replace Mark Rundle as President and
Chief Executive Officer effective immediately.

In addition, as a result of the demand by the Corporation's
largest secured creditor for repayment of all the outstanding
indebtedness owed to it by the Corporation, the board of directors
of the Corporation authorized the Corporation to file for
protection under the Companies' Creditors Arrangement Act
(Canada). The application was brought before the Ontario Superior
Court of Justice Monday. The order which was granted stays all
enforcement proceedings by creditors against the Corporation which
will afford Aurora an opportunity to complete the Offer and allow
the Corporation to remain in business for the benefit of all
stakeholders including employees and suppliers.

Aurora Beverage Corporation is a closely-held Ontario company.
Aurora's head office is located at 200-193 King Street East,
Toronto, Ontario and its principal place of business is 1 Big Bay
Point, Barrie, Ontario.

Echo Springs Water Corp. bottles, markets and distributes natural
spring water in Canada and the United States, under its brands
Echo Springs and Canada's Choice and also private label brands.
The Corporation owns an aquifer and a bottling plant in the
Foothills of Alberta where water is bottled at the source and
operates a bottling plant in Mississauga, Ontario. The Corporation
is a member of the International Bottled Water Association and the
Canadian Bottled Water Association, and its products meet the U.S.
Food and Drug Administration standards.

Prior to the Transaction, Aurora beneficially owned and controlled
no common shares of the Corporation. The completion of the
Transaction has resulted in Aurora becoming the owner of 4,913,695
common shares of the Corporation representing approximately 38.1%
of the currently issued and outstanding common shares of the
Corporation.


ELAN CORP: Receives Extension of Waivers from EPIL Noteholders
--------------------------------------------------------------
Elan Corporation, plc (NYSE:ELN) has sought and received
additional agreements from a majority of the holders of the
guaranteed notes issued by Elan's qualifying special purpose
entities, Elan Pharmaceutical Investments II, Ltd., and Elan
Pharmaceutical Investments III, Ltd.  

The agreements extend to August 22, 2003, the EPIL II and EPIL III
noteholders' waivers of compliance by Elan with certain provisions
of the documents governing the EPIL II and EPIL III notes that
required Elan to provide the noteholders with Elan's 2002 audited
consolidated financial statements by June 29, 2003. The waivers
had previously been set to expire Monday. Elan paid an aggregate
fee of approximately $2.1 million to all EPIL II and EPIL III
noteholders in connection with the waivers. In accordance with the
agreements governing the EPIL II and EPIL III notes, the fee was
paid on a pro-rata basis to each holder of EPIL II and EPIL III
notes, regardless of whether any such holder consented to the
waivers.

Elan and its auditor, KPMG, are currently working to conclude all
audit related issues and matters in order to complete Elan's 2002
Form 20-F as soon as practicable. However, Elan cannot provide any
assurances as to the timing of the completion and filing of the
2002 Form 20-F.

Elan is focused on the discovery, development, manufacturing, sale
and marketing of novel therapeutic products in neurology, pain
management and autoimmune diseases. Elan shares trade on the New
York, London and Dublin Stock Exchanges.


EXABYTE CORP: June 28 Net Capital Deficit Widens to $17 Million
---------------------------------------------------------------
Exabyte Corporation (OTCBB:EXBT), a performance and value leader
in tape backup systems, reported revenues of $22.7 million and a
net loss of $5.0 million for the second quarter ended June 28,
2003. In the prior quarter, the company recorded revenues of $22.6
million and a net loss of $19.6 million that included a bad debt
provision of $6.0 million and a $6.8 million reserve against
inventory.

While revenues remained steady versus the prior quarter, second
quarter gross profit of $6.4 million was substantially improved
compared to the first quarter gross loss of $3.9 million that
included a $6.8 million inventory reserve. The improvement in
gross profit is due to lower overhead costs, lower product costs
from suppliers, and increased sales of higher margin products.
Management's actions in the second quarter to bring spending in
line with revenue expectations reduced operating expenses to $8.2
million compared to $15.1 million in the prior quarter (that
included a $6.0 million provision for bad debt), and compared to
spending of $9.9 million in the fourth quarter of 2002.

The second quarter operating loss of $1.8 million represents
significant improvement over the $19.0 million operating loss of
the previous quarter, which included the inventory reserve and bad
debt provision totaling $12.8 million. The net loss of $5.0
million includes interest expense of $3.2 million, of which $2.5
million is a non-cash charge related to common stock and warrants
issued in exchange for over advance guaranties made by guarantors
in favor of Silicon Valley Bank.

Exabyte Corporation's June 28, 2003 balance sheet shows a working
capital deficit of about $24 million, and a total shareholders'
equity deficit of about $17 million.

"Early in the quarter, as a result of the business failure of one
of our major customers and the loss of that significant receivable
from the borrowing base, Exabyte was in violation of several
covenants of the loan agreement with Silicon Valley Bank," said
Tom Ward, president and CEO of Exabyte. "Because of the severity
of the situation, we quickly solicited and received the support we
needed from major investors to establish loan guaranties with the
bank that allowed the company to maintain its line of credit."

"I am very pleased with the results achieved this year through our
efforts to reorganize and cut costs, and we continue to identify
additional opportunities to streamline the business," commented
Ward. "We have also made positive progress in our negotiations
with many of our larger creditors and generally improved our
relationships with our suppliers and partners over the course of
the last quarter."

"We continue to make progress in the market with our VXA product
line. Last year Exabyte announced availability of VXA-2 Packet
Tape Drives on IBM pSeries eServers, and in the second quarter we
announced availability on iSeries and xSeries eServers. With these
latest announcements, VXA-2 became the first tape drive offered by
IBM on all three eServer platforms," added Ward. "I am encouraged
by the steady growth in sales of our VXA products and remain
firmly convinced of the potential of that business."

Changes to the company's balance sheet include a reduction of
inventories from $10.8 million in the first quarter to $10.1
million in the second quarter due to normal sales activity. Cash
at the end of the second quarter of $1.3 million includes $1.2
million of cash designated for July payment against the accounts
payable balance of $15.9 million up from $13.0 million at the end
of the first quarter. An increase in the current portion of long-
term liabilities from $15.7 million in the first quarter to $18.3
million in the second quarter and a decrease in long-term
liabilities from $9.1 million to $5.7 million over the same period
reflect payments made in the second quarter and the schedule of
payments for the next 12 months under terms Exabyte negotiated
with major suppliers earlier in the year.

Exabyte Corporation (OTCBB:EXBT) provides innovative tape storage
solutions to customers whose top buying criteria is value:
capacity/price, speed, data reliability and ease-of-use. Exabyte,
an industry innovator since 1987, is the recognized value-leader
in tape storage and automation solutions for servers,
workstations, LANs and SANs. With groundbreaking VXA Packet
Technology, the most significant advancement in tape in the last
decade, Exabyte's VXA-2 solutions provide SMB and departmental
users dramatically higher capacity, speed and data reliability at
competitive prices. Exabyte's drives and automation products are
rugged, robust and reliable solutions for users of VXAtapeT, LTOT
(UltriumT) and MammothTapeT. Exabyte has a worldwide network of
OEMs, distributors and resellers that share the company's
commitment to value and customer service, including partners such
as IBM, HP, Fujitsu Siemens Computers, Bull, Toshiba, Logitec,
Apple Computer, Tech Data, Ingram Micro and Arrow Electronics.

For additional information, visit http://www.exabyte.com


FEDERAL-MOGUL: Wants to Amend Charles McClure Employment Pact
-------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates seek the
Court's authority to amend the employment contract of Chief
Executive Officer, Charles G. McClure.  By the Amendment, Mr.
McClure's salary and benefits will increase to the level equal to
the compensation of the prior CEO, Frank E. Macher.  The Amendment
also extends Mr. McClure's term in his new position as CEO.  

In particular, the salient terms of the Amendment are:

(a) Mr. McClure's employment term will be extended for another
    year after the current term expires on January 11, 2004,
    unless determined otherwise by the Debtors' Board of
    Directors;

(b) Mr. McClure's base salary will increase from $850,000 per
    annum to $1,000,000 per annum.  After the Transition Date,
    the base salary will be reviewed annually, and will be
    subject to any increase, as determined by the Compensation
    Committee of the Board;

(c) For the 2003 fiscal year and every subsequent fiscal year
    during employment, Mr. McClure will receive a target annual
    bonus equal to his base salary, payable at the customary time
    other executives generally receive an annual bonus in
    accordance with the Company's policies;

(d) In the event of any dispute regarding the existence of Mr.
    McClure's incapacity or disability for purposes of
    termination, a physician selected by the Debtors or their
    insurers, and acceptable to Mr. McClure or his legal
    representative, will resolve the matter.  Mr. McClure will
    submit to appropriate medical examinations for purposes of
    such determination;

(e) The Amendment defines "Cause" as a ground for termination,
    which will include Mr. McClure's willful and continued
    failure to substantially perform his duties with the Debtors
    or its affiliates, after a written demand for substantial
    performance is delivered to him by the Board, or the
    willful engaging by Mr. McClure in illegal conduct or gross
    misconduct, which is materially and demonstrably injurious to
    the Debtors or its affiliated companies.  Mr. McClure's
    termination will not be deemed to be for Cause unless and
    until:

    (1) a copy of a resolution is delivered to Mr. McClure that
        has been duly adopted by not less than a majority of the
        entire Board;

    (2) after Mr. McClure has been provided reasonable notice and
        the opportunity, with counsel, to be heard before the
        Board; and

    (3) the Board has found that in its good faith opinion Mr.
        McClure is guilty of the described conduct;

(f) The circumstances for termination without cause, resulting in
    certain payments and benefits to Mr. McClure, are expanded to
    include expiration of his contract by the delivery of a Non-
    Renewal Notice by the Board; and

(g) The non-competition provisions under the Employment Agreement
    are amended to provide that during Mr. McClure's employment
    and for one year thereafter, he will not, in any geographic
    area in which the Debtors or any of their subsidiaries is
    conducting business, consult, engage or assist in any manner
    any person or entity engaged primarily in the manufacture,
    sale or distribution of:

    -- pistons, piston rings, piston cylinder liners;

    -- sealant systems;

    -- aftermarket spark plugs, wipers, chassis components, ball
       joints or tie rods, or brake discs or drums;

    -- engine bearings;

    -- friction components; or

    -- sintered valve seals, guides or pulleys.  

Although the Amendment will change Mr. McClure's base salary and
target annual bonus award to match what Mr. Macher was receiving
as CEO, it will not affect the other remaining components of Mr.
McClure's compensation package.  Mr. McClure will receive
$850,000 as retention payment and any additional awards he may
earn through the Performance Unit Plan for the Cycle III at the
end of 2003.  However, the Debtors project that the Performance
Unit Plan will not yield any award since there has been none
under the Performance Unit Plan for 2001 and 2002 in the similar
sense.    

In 2004, Mr. McClure will not receive a retention payment because
the Debtors do not have a retention program for the year 2004.  
In addition, the Debtors are still negotiating with their
creditor constituencies the terms of an interim long-term
incentive program for an 18-month period from July 1, 2003
through December 31, 2004 and are yet uncertain as to program's
components.  As a result, Mr. McClure's total compensation
opportunity for 2004, including base salary and bonus
opportunities, will be $2,000,000 plus any payments he will
receive under the Interim Long-Term Incentive Program that is
being negotiated, which is being proposed to include $750,000 as
potential long-term incentive annualized award.

               Effects on the Severance Provisions

The Amendment's effects on the severance provisions are in line
with similar Court-approved provisions for the Debtors' other top
executives.  On May 1, 2002, the Court approved severance
agreements for the Debtors' 28 top executives immediately
subordinate to Messrs. Macher and McClure.  The Severance
Agreements provided payments to employees upon termination for
any reason other than for cause.  For the highest ten executives,
the severance payment equals two times the executives' annual
base salary plus two times the executives' target annual bonus,
in addition to health and welfare benefits for a specified
period.

In addition, the terms of the Severance Agreements extend through
September 2003 and automatically renew each year.  The Severance
Agreements provide that the executives' entitlement to the
severance payments will not expire during the course of the
executives' employment.  Accordingly, Mr. McClure is also
entitled to receive, upon termination without cause, a severance
payment equal to two years' annual base salary plus two times the
target annual bonus, including health and welfare benefits for 24
months.  The Amendment, therefore, places Mr. McClure on an equal
footing with other top ten executives' severance agreements.  
Towers Perrin, a global management consulting firm engaged by the
Debtors, advises that severance payments of two years base salary
and bonus are within competitive practices in the industry for
CEOs.

              Towers Perrin's Compensation Analysis

Towers Perrin conducted a competitive pay analysis of CEO officer
positions at comparably sized organizations by examining
competitive pay levels in two markets, the auto suppliers and the
durable goods manufacturers.  In the auto supplier group, Towers
Perrin evaluated 12 companies with median and average annual
sales of $4,700,000,000 and $7,700,000,000.  The group of durable
goods manufacturers was comprised of 41 companies with median and
average annual sales of $2,800,000,000 and $6,300,000,000.

Towers Perrin focused primarily on the market pay elements of:

   (a) base salary;

   (b) target annual bonus opportunities; and

   (c) long-term incentive award opportunities.  

Towers Perrin also compared Mr. Macher's compensation package to
competitive industry pay levels.  A comparison of total
compensation, including long-term incentive award opportunities,
revealed that the Debtors' CEO compensation is well below the
industry median.  Towers Perrin found that Mr. Macher's
compensation is 62% of the $4,823,000 annual median total direct
compensation for CEOs in the auto industry segment, and is 63% of
the $4,777,000 annual median total direct compensation for CEOs
in the durable goods manufacturer market.  In breaking down the
different components, the deficiency of Mr. Macher's compensation
package was caused by a significantly below market of long-term
incentive award opportunities.

With respect to Mr. McClure's current retention bonus, and using
the retention award as a long-term incentive equivalent, his
total compensation for 2003, is 59% of the median total direct
compensation for the auto supplier market, and is 60% of the
median total direct compensation for the durable goods
manufacturer market.  However, the percentages do not reflect
proposals for long-term incentive opportunities that are
currently being discussed with the creditor constituencies for
the period July 1, 2003 through December 31, 2004.  The proposed
long-term incentive opportunity contemplates a $750,000
annualized award to Mr. McClure, bringing his total compensation
opportunity up to 75% of the median total compensation for the
auto supplier industry.

According to James E. O'Neill, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., in Wilmington, Delaware, the
Debtors acknowledge that many of the changes reflected in the
Amendment are designed to strengthen Mr. McClure's severance
rights because certain creditor constituencies have advised that
it is very likely that Mr. McClure's employment will be
terminated after the confirmation of a reorganization plan to
make way for a different CEO.  Understandably, Mr. McClure
expressed the need to receive a market-competitive severance
package as part of his continued employment terms.  The Debtors
have provided Mr. McClure with compensation and protection
necessary to ensure his continued efforts to effect a successful
reorganization, Mr. O'Neill adds. (Federal-Mogul Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FERRELLGAS PARTNERS: Declares Fourth Quarter Cash Distribution
--------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP) has declared a fourth
quarter cash distribution of $0.50 per partnership common unit.  
The distribution is payable September 12, 2003, to common
unitholders of record as of August 29, 2003.

The distribution covers the period from May 1, 2003, to July 31,
2003, the end of the partnership's fourth quarter of fiscal year
2003.  Ferrellgas' annualized distribution is currently $2.00 per
common unit.

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., currently serves more than one million customers
in 45 states. Ferrellgas employees indirectly own more than 17
million common units of the partnership through an employee stock
ownership plan.  Ferrellgas trades on the New York Stock Exchange
under the ticker symbol FGP.

                        *    *    *

As previously reported in Troubled Company Reporter, Ferrellgas
Partners, L.P.'s $170 million 8.75% senior notes due June 15,
2012, issued jointly and severally with its special purpose
financing subsidiary Ferrellgas Partners Finance Corp., was rated
'BB+' by Fitch Ratings.

FGP's 'BB+' rating recognizes the subordination of its debt
obligations to approximately $547 million unsecured debt of
Ferrellgas, L.P., the operating limited partnership of FGP,
including the OLP's $534 million 'BBB' rated senior notes. In
addition, Fitch's assessment incorporates the underlying strength
of FGP's retail propane distribution network. Positive qualitative
credit factors include FGP's extensive geographic reach, track
record of customer retention, a proven ability to maintain
consistent gross profit margins even during past run-ups in spot
propane prices and strong internal operating, pricing, and
financial controls.


FLEMING: Sara Lee Bakery Seeks Court Injunction Against Debtors
---------------------------------------------------------------
Sara Lee Bakery Group Inc. asks the Court to determine and
declare that all funds the Fleming Debtors collected and held on
account of the goods Sara Lee sold to its independent retailers
are its property and not of the Debtors' bankruptcy estates.  Sara
Lee complains that the Debtors have been commingling the collected
funds with their other cash and using the collections to fund
their own operations without Sara Lee's consent.

Sara Lee sells goods to various stores on an open account.  
Pursuant to a prepetition billing arrangement, the Debtors assist
in the collection of the amounts due to Sara Lee from its non-
debtor customers.  In return, the Debtors get a fee equal to 2%
of the collected amounts.  

On March 25, 2003, Sara Lee terminated the Central Billing
Program.  The termination became effective before the Petition
Date.

David L. Finger, Esq., in Wilmington, Delaware, tells the Court
that all funds collected pursuant to the Central Billing Program
through March 31, 2003 -- less the Debtors' 2% fee -- are Sara
Lee's property.  Until remitted by the Debtors, the Net Pre-
Termination Collections are held by the Debtors constructively in
trust for Sara Lee's benefit.  The Net Pre-Termination
Collections are not property of the Debtors' estates.

Similarly, all funds collected pursuant to the Central Billing
Program from April 1, 2003 forward are Sara Lee's property.  
Until remitted to Sara Lee, the Post-Termination Collections are
also held by the Debtors constructively in trust for Sara Lee's
benefit.  The Post-Termination Collections are not property of
the Debtors' estates.

Mr. Finger informs Judge Walrath that Sara Lee is owed $2,600,000
in Net Pre-Termination Collections.  Of that amount, $400,000 is
owed to Sara Lee from stores owned by the Debtors and $2,200,000
is owed to Sara Lee from stores not owned by the Debtors.  
Without an accounting from the Debtors, Mr. Finger says, Sara Lee
is unable to determine how much in Net Pre-Termination
Collections the Debtors have failed or refused to remit.  Sara
Lee is also unable to determine how much in Post-Termination
Collections the Debtors have failed or refused to remit without
an accounting from them.

At the onset of the Chapter 11 cases, Sara Lee asked the Debtors
to segregate the unremitted Net Pre-Termination Collections and
Post-Termination Collections.  Sara Lee also asked for an
accounting of the funds collected through the Central Billing
Program.  At the April 3, 2003 hearing, the Debtors disclosed
that the unremitted Net Pre-Termination Collections were
commingled with their operating funds and used to fund their
operations.  The Debtors, however, promised that all Post-
Termination Collections would be segregated, held for Sara Lee's
benefit and remitted to Sara Lee in accordance with the parties'
prior course of dealing.

On several occasions, Sara Lee requested an accounting and
confirmation that the Debtors were segregating the unremitted
funds.  The Debtors failed or refused to respond to its requests.

Mr. Finger contends that the Debtors' acts have placed Sara Lee
at a substantial and unjustified risk.  As a direct and proximate
result, Sara Lee has suffered damages in an undetermined amount
equal to the amount of the unremitted Net Pre-Termination
Collections, plus the amount of the unremitted Post-Termination
Collections.

Sara Lee anticipates that the Debtors may argue that the Net Pre-
Termination Collections are no longer Sara Lee's property because
Sara Lee cannot trace the funds' whereabouts.  But Mr. Finger
points out that the Debtors can trace the whereabouts of all of
the Net Pre-Termination Collections through their cash management
system.

Mr. Finger warns the Court that Sara Lee will continue to suffer
substantial, immediate and irreparable injury if the Debtors are
not immediately restrained and enjoined from using, transferring,
spending, taking possession of or otherwise diminishing in any
manner its property.  Sara Lee suggests that the Court issue a
temporary restraining order, a preliminary injunction, and a
permanent injunction requiring the Debtors to:

  (i) segregate unremitted Post-Termination Collections as of
      April 1, 2003 as well as all future Post-Termination
      Collections;

(ii) account for all unremitted Collections;

(iii) remit the Collections to Sara Lee; and

(iv) confirm that they have ceased all activities with regard to
      amounts due to Sara Lee on the current sales to its
      customers.

Sara Lee also wants the Debtors to account for the funds
collected from February 1, 2003 through the present. (Fleming
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FOAMEX INT'L: Closes $320 Million Bank Debt Refinancing Deal
------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading manufacturer
of flexible polyurethane and advanced polymer foam products in
North America, announced that Foamex L.P. has closed a
comprehensive refinancing of its bank debt.

The refinancing includes a new $240 million asset-based credit
facility and an $80 million secured term loan. The new facilities
will be used to replace Foamex L.P.'s existing $262 million credit
facility and provide increased availability to fund operations.
The refinancing extends approximately $190 million of debt
payments, which would have been due at various times between 2004
and 2006, into 2007. In addition, the new loans will result in
increased financial flexibility and liquidity for the Company.
Foamex noted that the closing of the refinancing was delayed until
today due to the power outage in the North East.

The new credit facility matures in April 2007, and includes a $190
million revolver commitment and $50 million term loan. The new
facility was primarily arranged and syndicated by Bank of America,
N.A. Silver Point Finance, LLC provided the separate $80 million
secured term loan, which also matures in April 2007.

"This refinancing significantly strengthens our financial
position. It provides a major reduction in debt maturities over
the next three years and gives us substantially increased
financial flexibility and liquidity," said Thomas Chorman,
President and Chief Executive Officer of Foamex. "We are pleased
to have the support and confidence of the financial institutions
that are providing these facilities."

As a result of the refinancing, the Company will recognize a non-
cash charge of approximately $13 million in the 2003 third quarter
for the write-off of debt issuance cost associated with the
replaced bank facilities.

Foamex -- whose June 29, 2003 balance sheet shows a total
shareholders' equity deficit of about $190 million --
headquartered in Linwood, PA, is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets. The Company also manufactures high-performance
polymers for diverse applications in the industrial, aerospace,
defense, electronics and computer industries as well as filtration
and acoustical applications for the home. For more information
visit the Foamex Web site at http://www.foamex.com  


GARDENBURGER: Management-Led Pattico Offers to Buy All Shares
-------------------------------------------------------------
Gardenburger, Inc. (OTC Bulletin Board: GBUR) has received an
offer from Pattico, Inc., an entity recently formed by
Gardenburger's Chairman, President and Chief Executive Officer,
Scott C. Wallace, and certain other members of its management, to
purchase all the outstanding shares of Gardenburger's common stock
for $0.50 per share in cash in a going-private transaction.

A Special Committee of independent directors appointed by
Gardenburger's Board of Directors to consider strategic
alternatives available to the company will determine whether to
disapprove the proposal or approve it and recommend it to the
Board for approval.  The Committee is comprised of Charles E.
Bergeron, Ronald C. Kesselman, Richard L. Mazer and Paul F.
Wenner.  The Committee is being advised by the company's financial
advisor, U.S. Bancorp Piper Jaffray.  In addition, the Committee
has retained a separate independent valuation firm, Willamette
Management Associates, Inc., to provide its opinion as to the
fairness of the transaction to Gardenburger's common shareholders.

The proposal initially received by the company from management
included an offer price of $0.40 per common share.  Following
deliberations by the Committee and negotiations between the
company's financial advisor and Scott Wallace, management agreed
to increase the offer price to $0.50 per common share.  In
consideration of this increase, the Committee agreed in late July
to a period during which it would pursue exclusive negotiations
regarding the terms of a definitive agreement with Pattico, Inc.

The proposal requires the consent of the holders of a majority of
Gardenburger's outstanding preferred shares and the holder of its
convertible senior subordinated debt.  In order to enable the
Committee to  conduct discussions with the company's major
investors regarding the terms of their participation in the
transaction, the company has, with the consent of its preferred
shareholders and the holder of its convertible senior subordinated
debt, amended Gardenburger's shareholder rights plan such that the
proposal and the transactions contemplated by the proposal will
not cause these investors to become "acquiring persons" under the
shareholder rights plan.  If a person becomes an acquiring person
under the shareholder rights plan, a right previously attached to
each share of common stock, other than those held by the acquiring
person, generally permits the purchase for $47.00 of shares of
common stock with a market value twice that amount, causing
substantial dilution to each acquiring person and any shareholder
who does not exercise its rights.

The proposal contemplates a merger of Pattico, Inc. with and into
Gardenburger, Inc., with Gardenburger, Inc. remaining as the
surviving corporation.  As proposed, if the merger is consummated,
each outstanding share of common stock of Gardenburger, Inc. would
be converted into the right to receive $0.50, subject to
applicable law, and the outstanding preferred stock and
convertible senior subordinated debt would be exchanged for shares
of a new series of Gardenburger's preferred stock.

The proposed transaction would be subject to certain other
conditions, including the approval and adoption of the related
agreement and plan of merger at a special meeting of shareholders
by the affirmative vote of (i) the holders of a majority of
Gardenburger, Inc.'s common stock and (ii) the holders of a
majority of Gardenburger, Inc.'s Series C Preferred Stock and
Series D Preferred Stock.  In addition, the Committee has advised
Pattico, Inc., that it expects committed financing to be obtained
on acceptable terms before a definitive merger agreement is
executed.  Pattico, Inc., has received a preliminary expression of
interest from a lender in providing financing for a management
buyout transaction; the lender is presently conducting due
diligence.

There is no assurance that Pattico's proposal will be approved by
the Committee, that a definitive merger agreement will be
executed, or that the merger transaction will be consummated.

A TRANSACTION CONTEMPLATED BY THE PATTICO PROPOSAL MAY ONLY BE
COMPLETED IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAWS,
INCLUDING THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger, Inc.
-- whose June 30, 2003 balance sheet shows a net capital deficit
of about $52 million -- is an innovator in meatless, low-fat food
products. The Company distributes its flagship Gardenburger(R)
veggie patty to more than 30,000 food service outlets throughout
the United States and Canada.  Retail customers include more than
24,000 grocery, natural food and club stores. Based in Portland,
Ore., the Company currently employs approximately 175 people.


GATEWAY INC: Promotes Steve Phillips to Chief Info. Officer
-----------------------------------------------------------
Gateway, Inc., has promoted Steve Phillips, a four-year company
veteran, to serve as the company's Chief Information Officer.

Mr. Phillips, age 40, will take on the title of Senior Vice
President and be responsible for defining and delivering Gateway's
IT strategy.  He succeeds Will Headapohl, who will continue to
contribute to strategic initiatives related to Gateway's
transformation from a PC maker to a branded integrator of
personalized technology.

Mr. Phillips joined the company in 1999 in Dublin and moved in
2001 to the U.S. headquarters where he currently serves as Vice
President, IT.  Prior to Gateway, he spent three years at Diageo,
an international food and drinks group, where he ran IT for its
European food business, and previously spent eight years in a
variety of roles at Thorn EMI, a UK defense-electronics company.  
He has a BSc. (Hons.) degree in electronic engineering from Essex
University, and is a Fellow of the Institution of Electrical
Engineers.

Mr. Headapohl, age 48, came to Gateway as Senior Vice President
and CIO two years ago, after serving as an executive vice
president of CNET and as chief operating officer of Beyond.com.

Since its founding in 1985, Gateway (NYSE: GTW) (S&P, B+ Corporate
Credit Rating, Stable) has been a technology and direct-marketing
pioneer, using its call centers, web site and retail network to
build direct customer relationships. As it transforms itself from
being a leading PC company into a branded integrator of
personalized technology solutions, the company's line of Gateway-
branded products is expanding to include digital TVs, DLP
projectors, tablet PCs and systems and networking products and
services. Gateway is America's second most admired computer
company, according to Fortune magazine, and its products and
services received more than 125 awards and honors last year. For
more information, visit http://www.gateway.com


GENERAL MEDIA: Wants to Continue Hiring Ordinary Course Profs.
--------------------------------------------------------------
General Media, Inc., and its debtor-affiliates ask for permission
from the U.S. Bankruptcy Court for the Southern District of New
York to continue employing the professionals they utilize in the
ordinary course of their businesses.

The Debtors also ask for authority to pay these Ordinary Course
Professionals 100% of their fees and disbursements incurred.  
These payments would be made following the submission of
appropriate invoices setting forth in reasonable detail the nature
of the services rendered and disbursements actually incurred.  The
Debtors agree to cap payments to Ordinary Course Professionals at
$10,000 per month.

It is essential that the employment of the Ordinary Course
Professionals, many of whom are already familiar with the Debtors'
affairs, be continued on an ongoing basis in order to avoid
disruption of the Debtors' business operations. The Debtors submit
that the proposed employment of the Ordinary Course Professionals
and the payment of monthly compensation are in the best interest
of their estates and their creditors. This will save the estates
the substantial expenses associated with applying separately for
the employment of each professional.

The continued employment of the Ordinary Course Professionals will
avoid the incurrence of additional fees pertaining to preparing
and prosecuting interim fee applications and will relieve the
Court and the United States Trustee of the burden of reviewing
numerous fee applications involving relatively small amounts of
fees and expenses.

General Media Inc., headquartered in New York, New York, is a
subsidiary of Penthouse International, Inc., publishes Penthouse
magazine and other publications and is engaged in other
diversified media and entertainment businesses.  The Company filed
for chapter 11 protection on August 12, 2003 (Bankr. S.D.N.Y. Case
No. 03-15078).  Robert Joel Feinstein, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C., represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $50 million each.


GENTEK INC: Court Approves Canadian Claims Objection Procedures
---------------------------------------------------------------
Noma Company obtained the Court's approval of a proposed set of
procedures for prosecuting objections to claims in the Canadian
Proceeding, which are standard claims objection procedures under
the Companies' Creditors Arrangement Act.  

The Court-approved Procedures contain these key provisions:

    (a) Noma will appoint a Claims Officer who will serve in a
        similar capacity as an arbitrator for resolving claims
        objections;

    (b) The Claims Officer will determine the manner, in which
        evidence may be brought before him as well as any
        procedural matters which may arise in respect of his or
        her determination of a Canadian Claim's value.  The
        Claims Officer will have the discretion to determine who
        will bear the costs of any;

    (c) In order to object to a claim, Noma must give a creditor a
        Notice of Disallowance of that claim setting forth the
        Claim amount, Noma's proposed allowed amount, and the
        reason for disallowance;

    (d) Any creditor who intends to dispute a Notice of
        Disallowance will, within seven calendar days of the date
        of the notice, notify Noma in writing of its intention by
        delivery of a Notice of Dispute to Noma, Noma's Claims and
        Noticing Agent, and the Claims Officer, and will apply to
        have the value of its Canadian Claim determined by the
        Claims Officer;

    (e) A creditor who receives a Notice of Disallowance and
        fails to apply to the Claims Officer for a determination
        of the value of its Canadian Claim, including
        distributions under the Plan, will be deemed to be the
        accepted amount as set out in the Notice of Disallowance;

    (f) The Claims Officer may schedule a hearing no later than
        14 days from the date of the delivery of the Notice of
        Dispute.  If after the hearing, the parties have not
        resolved their dispute, the Claims Officer will make a
        ruling on the value of the Canadian Claim for all
        purposes, including distributions under the Plan; and

    (g) Either the creditor or Noma, within seven days of
        notification of the Claims Officer's determination of the
        value of a Canadian Claim, may file a motion appealing
        the determination to the Canadian Court.  The appeal will
        be made returnable within 10 days of the filing of the
        motion.  If no motion is filed, the determination of the
        Claims Officer will be final and binding upon Noma
        and the creditor. (GenTek Bankruptcy News, Issue No. 18;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Launches Innovative Voice Services Portfolio
-------------------------------------------------------------
Global Crossing, a leader in providing innovative voice and data
solutions for carriers and enterprises worldwide, announced a
groundbreaking voice services portfolio that delivers unsurpassed
network performance and superior customer support. The voice
services offering, the first of its kind within the
telecommunications industry, consists of voice services SLAs,
loyalty incentives and an unmatched satisfaction guarantee.

"Over the past 18 months, Global Crossing has overhauled its
systems, operations and procedures to create a vastly superior
operating infrastructure," said Global Crossing CEO John Legere.
"To reflect our confidence in the world's first global MPLS-based
IP network, our leading voice and data solutions are now backed by
outstanding customer service that goes beyond purely price-based
offerings."

The voice SLAs, which apply to Global Crossing's dedicated retail
voice services globally, guarantee service availability carried
along Global Crossing's network. In addition, they include local
access circuits -- also an industry first. These voice SLAs
support three key areas: end-to-end network availability of 99.9
percent, guaranteed time of installation, and mean time to
restore.

Global Crossing's satisfaction guarantee applies to most voice and
data products and network services. Customers can exit contracts
if performance, based on service level agreements or customer
service metrics, falters.

Global Crossing's voice and data services portfolio is built
around a streamlined global service delivery model that offers
customers prompt procurement and provisioning. Premier dedicated
customer service is provided from state-of-the-art network
operations centers and call centers worldwide on a 24-hour basis,
seven days a week. With the addition of uCommand(R), Global
Crossing's secure, private Web-based network management tool,
customers can monitor their voice services, create utilization
reports, reroute traffic, order new services, create and track
trouble tickets and perform online bill payment.

The voice services portfolio addresses increasingly demanding
applications such as those used by customer service and support
call centers, healthcare agencies, and financial institutions --
business segments that have low tolerance for service downtime.

"Global Crossing is committed to developing offers using enhanced
customer service models that are targeted to the needs of specific
business segments to provide a superior customer experience," said
senior vice president of offer and product management, Anthony
Christie. "An example of that commitment is Service Surround, a
customer service model uniquely tailored to the financial
community. Service Surround is the first step of a renewed focus
on customer and segment specific offers from Global Crossing that
are built around the three key ingredients: technology, service
and value."

Service Surround, the first of several segment-tailored service
models, is implemented by a global dedicated account team, which
serves as the single point of contact for network operations,
requirements, escalation and coordination. The program's standard
features include customer consultations, invoice reconciliation,
and trouble ticket updates and progress, including MTTR
measurements, root cause analysis and corrective action reports.

The loyalty voucher program offers customers who have remained
with Global Crossing over a 12-month period eligibility for a
voucher to spend on new services. Voucher amounts vary depending
on service contracts.

Global Crossing is a worldwide leader in carrier and commercial
voice products that include switched and dedicated outbound and
inbound voice services for domestic and international long-
distance traffic, toll-free enhanced routing services, calling
cards, and commercial managed voice services. Global Crossing
carries more than four billion minutes per month over a global
voice network. Voice traffic is routed over Global Crossing's
fiber-optic network utilizing an iVoIP packet-based and Time
Division Multiplexing platform.

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.

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


GMX RESOURCES: Bank Lender Agrees to Forbear Until August 31
------------------------------------------------------------
GMX RESOURCES INC. (Nasdaq: GMXR; Warrants: GMXRW) --
http://www.GMXRESOURCES.com-- announced the Company's results for  
the second quarter and six month period ended June 30, 2003.

"Our second quarter results reflect a 192% gain in net income to
$264,777 compared to $90,783 for the second quarter of 2002. This
was primarily due to a reduction in expenses," stated Ken L.
Kenworthy, Jr., President and CEO of GMX. "Our six months net
income results also increased 106% to $384,393 from $186,901 for
the first six months of 2002. The Company continues to reduce its
costs and improve the production from some of its existing wells."

Ken L. Kenworthy, Executive Vice President and CFO stated, "The
Company continues to explore funding for working capital and
drilling funds. The Company has a forbearance agreement with its
present bank lender until August 31, 2003. We are making monthly
principal and interest payments and do not expect the bank to take
any enforcement action. As of July 31, the balance of the
outstanding bank debt was $7.389 million. We are meeting current
expense obligations, but still have past due accounts payable of
approximately $1.4 million to resolve, down from $1.8 million at
March 31, 2003."

Revenues for the second quarter were $1,585,952 compared to
$1,667,364 in the second quarter 2002, a decrease of 5%. While
product prices were higher, revenue decreased due to the September
2002 sale of our Kansas properties. Net income was $264,777 for
the quarter versus $90,783 in the second quarter of 2002, an
increase of 192%. Basic earnings per share increased to $.04 from
earnings in the second quarter of $.01. For the purposes of
computing basic earnings per share for 2003, the Company had
6,550,000 weighted average common shares outstanding.

Lease operations expense increased in the second quarter 2003 to
$255,464 from $248,208 in the same period 2002, a 3% increase due
to several wells being reworked. The workover costs were mitigated
by the effects of the sale of Kansas properties.

Total expenses decreased 15% in the second quarter 2003 to
$1,321,175 down from $1,560,581 in the second quarter of 2002. The
decrease is primarily due to reduction in general and
administrative expenses and reduced depreciation, depletion and
amortization because of the decrease in production related to the
sale of the Kansas properties in the third quarter 2002.

Revenues for the six months were $3,023,123 compared to $3,382,735
for the same six months in 2002, a decrease of 10%. This was
primarily due to a decrease in 2003 production after the sale of
the Company's Kansas properties in the third quarter of 2002.
Earnings were $384,393 for the six months versus $186,901 for the
same period in 2002, an increase of 106%. Basic earnings per share
increased to 6 cents from earnings in the previous six months
period of 3 cents. For the purpose of computing basic earnings per
share for the first six months of 2003, the Company had 6,550,000
weighted average common shares outstanding.

Lease operations expense decreased in the first six months of 2003
to $460,301, down from $570,543 in the same period 2002, a 19%
decrease primarily due to the sale of the Company's Kansas
properties in the third quarter of 2002.

Total expenses decreased 18% in the first six months of 2003 to
$2,586,896 down from $3,162,834 in the same period of 2002. This
decrease is primarily due to reduction in general and
administrative expenses and expenses related to the decrease in
production related to the Kansas properties sold in the third
quarter 2002.

GMX Resources Inc.'s June 30, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $8 million.

GMX RESOURCES INC. is an independent exploration and production
company headquartered in Oklahoma City, Oklahoma. GMX has 58
producing wells in New Mexico, Texas and Louisiana, 63 proven
undeveloped wells and several hundred other development drilling
locations in 17,000 acres on the Sabine Uplift of East Texas. The
Company's strategy is to significantly increase production,
revenue and reinvest in drilling. GMX's goal is to build
shareholder value.


GREAT LAKES AVIATION: Auditors Express Going Concern Uncertainty
----------------------------------------------------------------
Great Lakes Aviation Ltd. operates as an independent airline and
as a code-sharing partner with United Air Lines, Inc., and
Frontier Airlines, Inc.  At August 1, 2003, the Company served 37
destinations in 11 states to and from Denver and two destinations
in two states to and from Phoenix as a code-sharing partner with
both United and Frontier. The Company also served four
destinations in two states to and from Minneapolis.

On February 28, 2003, the Company discontinued all operations at
its Chicago O'Hare hub along with corresponding service to the
subsidized communities of Manistee, Ironwood and Iron Mountain,
Michigan and Oshkosh, Wisconsin after the United States Department
of Transportation elected to select a carrier to provide EAS to a
different hub for all points except Oshkosh. At Oshkosh the
community's eligibility for subsidy was terminated.

In April 2003, the Company began negotiations with United to
modify and extend the existing code share agreement beyond its
current expiration date of April 30, 2004. During the negotiation
process, United filed a preemptive motion in the bankruptcy court
to reject the code share agreement. On July 11, 2003 the Company
and United signed a Memorandum of Understanding outlining the
terms of the proposed amendment to the code share agreement. On
July 18, 2003, United withdrew its bankruptcy court motion to
reject the code share agreement. Also effective on that date, the
Company and United amended their code share agreement, formalizing
the terms under which the two companies will operate in the
future.

Pursuant to the amendment to the code share agreement, the Company
granted United rights to enter five Denver hub markets for which
the Company previously had exclusivity rights. In exchange for
releasing exclusivity with respect to those markets, previous
restrictions placed on the Company regarding code sharing and
frequent flier program participation at the Denver hub with other
major carriers was removed. The Company and United also agreed on
a payment structure for amounts the Company owes United.

Subject to the Company's compliance with the code share agreement,
as amended, as of December 31, 2005, United has agreed to extend
the term of the code share agreement through April 30, 2007.
United may elect to assume or reject the amended code share
agreement in connection with its ongoing bankruptcy proceedings.

Due to significant losses in 2001 and 2002, at December 31, 2002,
the Company had exhausted its outside sources of working capital
and funds and was in arrears in payments to all the institutions
providing leases or debt financing for the Company's aircraft. On
December 31, 2002 and during the first four months of 2003, the
Company restructured its financing agreements with Raytheon
Aircraft Credit Corporation and certain other institutions
providing financing for the Company's aircraft. The effect of
these restructurings was to reduce the Company's total debt and
lease obligations owing to these creditors and to reduce the
amount of the Company's scheduled monthly debt and lease payments.
The restructuring with Raytheon also provided for the return of
seven surplus aircraft not used in current operations to Raytheon
during the course of 2003.

During 2003, the Company, due to the effects of reduced traffic
and correspondingly reduced revenue during the Iraq War, has been
unable to generate sufficient cash flow to service the Company's
restructured debt and lease payment obligations as required by the
Raytheon and other restructuring agreements. As of June 30, 2003
the Company was approximately $4.9 million, or 75%, in arrears in
respect of such rescheduled payments for the six months ending
June 30, 2003 and in default on substantially all of the Company's
agreements with the institutions providing financing for the
Company's aircraft.

There are significant uncertainties regarding the Company's
ability to achieve the necessary cash flow to meet the payments
required under the Raytheon and other restructuring agreements due
to a variety of factors beyond the Company's control, including
the outcome of United's reorganization in bankruptcy, the
evolution of United's continuing code share relationship with the
Company; reduced passenger demand as a result of general economic
conditions, public health concerns, security concerns and foreign
conflicts; volatility of fuel prices; and the amount of Essential
Air Service funding and financial support available from the U.S.
government.

Ultimately, the Company must generate sufficient revenue and cash
flow to meet the Company's obligations as currently structured,
obtain additional outside financing or renegotiate the Company's
restructured agreements with its creditors in order to set a level
of payments that can be reasonably serviced with the cash flows
generated by the Company under current market conditions. The
Company is engaged in on-going negotiations with Raytheon and its
other creditors with respect to its default under the terms of its
debt and lease agreements with these institutions.

The Company's auditors have included in their report dated
March 17, 2003 on the Company's financial statements for the year
ended December 31, 2002 an explanatory paragraph to the effect
that substantial doubt exists regarding the Company's ability to
continue as a going concern due to the Company's recurring losses
from operations and the fact that the Company has liabilities in
excess of assets at December 31, 2002.


GS MORTGAGE: Fitch Takes Rating Actions on Series 1998-C1 Notes
---------------------------------------------------------------
Fitch Ratings upgrades GS Mortgage Securities Corp. II's
commercial mortgage pass-through certificates, series 1998-C1, as
follows:

        -- $102.4 million class B to 'AAA' from 'AA';

        -- $102.4 million class C to 'A+' from 'A'.

Fitch also downgrades $55.8 million class H to 'CCC' from 'B'.

In addition, Fitch affirms the following classes:

        -- $89.7 million class A-1 'AAA';

        -- $436 million class A-2 'AAA';

        -- $562.9 million class A-3 'AAA';

        -- Interest-only class X 'AAA';

        -- $107 million class D 'BBB';

        -- $32.6 million class E 'BBB-';

        -- $23.3 million class G 'BB';

        -- $23.3 million class J 'CCC'.

Fitch does not rate classes F and K.

The upgrades to classes B and C reflect increases in subordination
levels due to loan amortization and payoffs. The downgrade to
class H is attributed to the anticipated losses on several
specially serviced loans, which would significantly reduce the
credit support available to class H.

Currently, fifteen loans (5.2%) are specially serviced by GMAC
Commercial Mortgage Corp.  Fitch expects eleven specially serviced
loans (4%) to result in approximately $30 million of losses. The
largest loan in special servicing is secured by an outlet mall
located in Bristol, WI. The loan was transferred to special
servicing due to vacancy issues. The outstanding balance is $20
million, approximately 1.2% of the pool. The second largest loan
in special servicing is Sequoia Plaza (0.8%), which is secured by
a retail center located in Visalia, CA. The property is 64%
occupied and GMAC is pursuing foreclosure.

As of the July 2003 distribution date, the aggregate collateral
balance has been reduced by 12% to $1.64 billion from $1.86
billion at issuance. To date, the transaction has realized losses
in the amount of $16.7 million.

GMAC, the master servicer, collected year-end 2002 financials for
77% of the pool balance. According to this information, the YE
2002 weighted average debt service coverage ratio (DSCR) is 1.60
times, compared to an issuance DSCR of 1.49x for the same loans.

Fitch reviewed the credit assessments of the Americold loan (8.3%)
and the Four Winds Portfolio (1.8%). The DSCR for each loan is
calculated using servicer provided net operating income less
required reserves divided by debt service payments based on the
current balance using a Fitch stressed refinance constant.

The Americold loan is secured by 28 cold-storage warehouses
totaling 6.2 million square feet and 1.4% of the loan is defeased.
The DSCR for the YE 2002 is 1.58x, compared to 1.71x for YE 2001.
Based on the declining performance of Americold loan the credit
assessment was lowered, but remains investment grade.

The Four Winds Portfolio is comprised of two cross-collateralized
and cross-defaulted loans on two psychiatric facilities totaling
263 beds: one is in Katonah, New York (175 beds) and the other is
in Saratoga Springs, New York (88 beds). The YE 2002 DSCR for the
portfolio is 1.69x, compared to 1.31x for YE 2001. As of June
2003, the occupancy for both facilities was approximately 92%.
Although the performance of this loan has improved, the loan
maintains a below investment-grade credit assessment.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Under these stress
scenarios required subordination levels justify the upgrades to
the senior classes and the downgrade to the junior class. Fitch
will continue to monitor this transaction, as surveillance is
ongoing.


HORSEHEAD IND.: Pursuing Negotiations on Proposed Asset Sale
------------------------------------------------------------
Horsehead Industries, Inc., is moving forward in the sale of its
assets, continuing to improve the efficiency of its operations and
expects to generate additional cash in the next 30 days through
the disposition of noncore assets and other actions.

"We have had intensive discussions and negotiations with several
interested acquirers and are confident that we will reach a
successful conclusion to the sale process over the next 30 to 45
days," stated Chairman and CEO Dave Carpenter. "We have had the
support of our banks and constituents throughout and they remain
actively involved in the process of completing the sale."

Horsehead has made exceptional improvements over the past year,
including the conversion of its operations to 100% recycled raw
material sources - the first and only major smelter in the world
to achieve this position. The company has grown its market leading
Electric Arc Furnace Dust recycling business and continued to meet
all the needs of its zinc metal, zinc oxide, metal powders and
zinc dust customers. Furthermore, the company continues to work to
improve its cash flow with numerous cost savings initiatives and
more efficient operations. Horsehead has also achieved a number of
other milestones, including: an agreement to sell its Palmer Water
Company subsidiary, a letter of intent for an energy services
agreement for its 110 megawatt power plant, an agreement to sell
its Balmat mine, and the completion of a negotiated insurance
settlement. "We have been able to actually improve the value of
our major operating assets, and stabilize our cash flow, despite
the high cost and difficulties of being in bankruptcy and low zinc
prices. The company was able to achieve this because of our
excellent and dedicated people. We are extremely proud of this
accomplishment," said President Jim Carpenter.

Horsehead is the largest zinc producer in the United States and
the world's largest recycler of zinc bearing materials, including
the steel industry's. The company annually produces over 165,000
tons of zinc products and recycles more than 450,000 tons of EAF
Dust. Horsehead operates primarily under its Zinc Corporation of
America and Horsehead Resource Development brands employing over
1000 people in seven states.


INTEREP: Nasdaq Yanks Shares Off SmallCap Market Effective Mon.
---------------------------------------------------------------
NASDAQ Listing Qualifications Panel delisted Interep's (Nasdaq:
IREP) common stock from the Nasdaq SmallCap Market at the opening
of business on August 18, 2003.

The Company's securities were immediately eligible for quotation
on the OTC bulletin board with the opening of business on the same
delisting day. The OTC bulletin board symbol assigned to the
Company was "IREP".

On April 10, 2003, Interep received notice from the NASDAQ Stock
Market, Inc. stating that the NASDAQ staff has determined that the
Company does not meet NASDAQ's alternative stockholders' equity,
market capitalization or net income requirements for continued
listing, as set forth in Marketplace Rule 4310(C)(2)(B).

On June 4, 2003, the Company requested a hearing, which stayed the
delisting. At the hearing, the Company asked the NASDAQ Listing
Qualifications Panel to consider certain reasons for the Company
to remain listed. However, the Panel decided to delist the company
as this time.

"While we are disappointed that the Panel has decided to delist
us, we believe that the move to list our shares on the OTC
bulletin board will not affect the overall value of our stock
holdings, or our market growth," said Ralph Guild, Chairman and
CEO of Interep. "We will continue to grow our business and meet
with new and existing investors to increase our shareholder
value."

Interep is the nation's largest independent advertising sales and
marketing company specializing in radio, the Internet and
complementary media, with offices in 16 cities. Interep is the
parent company of ABC Radio Sales, Allied Radio Partners, Cumulus
Radio Sales, D&R Radio, Infinity Radio Sales, McGavren Guild
Radio, MG/Susquehanna, SBS/Interep, as well as Interep
Interactive, the company's interactive representation and web
publishing division specializing in the sales and marketing of on-
line advertising, including streaming media. Interep Interactive
includes Winstar Interactive, Cybereps and Perfect Circle Media.
In addition, Interep provides a variety of support services,
including: consumer and media research, sales and management
training, promotional programs and unwired radio "networks."
Clients also benefit from Interep's new business development team,
the Interep Marketing Group. For more information, visit the
company's Web site at http://www.interep.com

Interep National Radio Sales' March 31, 2003 balance sheet shows
a total shareholders' equity deficit of about $10.5 million.


ISTAR FINANCIAL: Board Declares Preferred Share Dividends
---------------------------------------------------------
iStar Financial Inc.'s (NYSE: SFI) Board of Directors has declared
dividends on the Company's Series B, Series C, Series D and Series
E preferred stock. For all four series of preferred stock,
dividends are payable on September 15, 2003 to holders of record
on September 1, 2003.

A dividend of $0.585938 per share will be paid on the 9.375%
Series B preferred stock, a dividend of $0.575 per share will be
paid on the 9.20% Series C preferred stock, a dividend of $0.50
per share will be paid on the 8.00% Series D preferred stock and a
dividend of $0.322656 per share (prorated from July 18, 2003 to
September 15, 2003) will be paid on the 7-7/8% Series E preferred
stock.

iStar Financial is the leading publicly traded finance company
focused on the commercial real estate industry. The Company
provides custom-tailored financing to high-end private and
corporate owners of real estate nationwide, including senior and
junior mortgage debt, senior, mezzanine and subordinated corporate
capital, and corporate net lease financing. The Company, which is
taxed as a real estate investment trust, seeks to deliver a strong
dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at
http://www.istarfinancial.com

As previously reported, Fitch Ratings assigned a 'BB' rating to
iStar Financial Inc.'s 7-7/8% series E cumulative redeemable
preferred stock. The securities rank pari passu with iStar's
existing series A, B, C and D cumulative redeemable preferred
stock. iStar's senior unsecured debt rating and Rating Outlook is
'BBB-' and Stable, respectively.


IT GROUP: Has Until October 10 to Move Actions to Delaware Court
----------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates has obtained an
extension of its Removal Period. The U.S. Bankruptcy Court for the
District of Delaware further extended to remove pending actions
through the earlier of:

    (a) October 10, 2003; or

    (b) 30 days after the entry of any particular action sought to
        be removed. (IT Group Bankruptcy News, Issue No. 32;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)  


J. CREW GROUP: Will Publish Second Quarter Results on Friday
------------------------------------------------------------
J.Crew Group, Inc. will release second quarter financial results
for the period ended August 2, 2003 on Friday, August 22, 2003.  

The Company will hold a conference call and simultaneous webcast
to discuss second quarter financial results on Friday, August 22,
2003 at 11 a.m. Eastern Time.  To access the Company's earnings
release on August 22, 2003, please visit http://www.jcrew.comand  
click on "Help" and "Investor Relations."  To access the webcast
of the conference call on August 22, 2003, please visit
http://www.jcrew.com(click on "Help" and "Investor Relations") or
http://www.companyboardroom.com

A replay of the conference call will be available through
August 29, 2003 at (888) 286-8010, reference #14561916.  A replay
of the webcast will also be archived at http://www.jcrew.comand  
http://www.companyboardroom.com

J.Crew Group, Inc., whose May 3, 2003 balance sheet shows a
total shareholders' equity deficit of about $421 million, is a
leading retailer of men's and women's apparel, shoes and
accessories.  As of May 31, 2003, the Company operated 154
retail stores, the J.Crew catalog business, jcrew.com, and 42
factory outlet stores.


JACUZZI BRANDS: Fitch Withdraws B Rating on Redeemed Notes
----------------------------------------------------------
Fitch Ratings has withdrawn the 'B' rating on Jacuzzi Brands,
Inc.'s $133 million 11.25% senior secured notes due 2005, $70
million 7.25% senior secured notes due 2006, and $377 million
senior secured bank facilities due 2004. These issues have been
fully repaid with proceeds from Jacuzzi Brands' new debt financing
completed on July 15, 2003.

The new debt of Jacuzzi Brands was assigned ratings by Fitch as
follows:

-- $200 million asset based bank credit facility maturing in 2008
   'BB';

-- $65 million term loan due 2008 'BB-';

-- $380 million 9.625% senior secured notes due 2010 'B';

Rating outlook is Stable.


JARDEN CORP: S&P Rates $215 Million Term Loan B Assigned at B+
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to
branded consumer products manufacturer and distributor Jarden
Corp.'s proposed $215 million term loan B due 2008. The bank loan
is rated the same as the corporate credit rating because in a
stressed scenario, Standard & Poor's believes that senior lenders
could expect meaningful but less than full recovery of principal.
At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit and senior secured debt ratings, and its 'B-'
subordinated debt rating on the company.

The outlook is stable.

On June 30, 2003, Jarden had $254.3 million in total debt
outstanding.

"The ratings on Jarden reflect a highly competitive and
challenging operating environment in housewares, limited growth
potential in several of the firm's product lines, a product
portfolio with little brand equity, an acquisition orientation,
and high debt leverage," said Standard & Poor's credit analyst
Martin Kounitz. "These concerns are somewhat mitigated by Jarden's
leading position in its niche-oriented portfolio of houseware
products and other businesses."

Rye, New York-based Jarden markets the FoodSaver brand of home
preservation appliances as well as home canning jars and supplies
under the Ball name and other brands. Through its Diamond Brands
business, Jarden manufactures and markets toothpicks, matches, and
disposable plastic cutlery. The company is also the sole supplier
of copper-plated zinc blanks to the U.S. and Canadian mints for
use in making pennies, and it owns a plastics fabrication
business, although neither of these businesses are material to
its operating results.

Standard & Poor's assigns a high degree of business risk to the
housewares industry because retailers are concentrated,
competition is intense, and companies can increase prices
generally only by adding new features to existing products.
Although the company has few competitors in the home canning
business, the market is mature and seasonal.

Jarden has grown mostly through acquisitions in the past two
years. In April 2002, the company purchased Tilia, owner of the
FoodSaver product line, for $160 million. In February 2003, the
company purchased Diamond Brands for $90 million. In August 2003,
Jarden announced that it had agreed to acquire Lehigh Consumer
Products Corp., the largest supplier of rope and twine in the
U.S., as well as a marketer of security doors and storage
products, for $155 million.


KASPER A.S.L.: Reports Strong Growth for Second Quarter 2003
------------------------------------------------------------
Kasper A.S.L. Ltd. (OTC Bulletin Board: KASPQ.OB) reported
financial results for the second quarter and twenty-six weeks
ended June 28, 2003.

Net revenue for the second quarter of 2003 increased 27.1% to
$91.3 million from $71.8 million in the prior year. Net income for
the second quarter of 2003 decreased to $1.5 million, or $0.22 per
share on a fully diluted basis, compared to $6.0 million, or $0.88
per share, in the second quarter of 2002.

Net revenue for the first half of 2003 increased 3.7% to $196.1
million from $189.1 million in the prior year. Net income for the
first half of 2003 increased to $9.5 million, or $1.40 per share
on a fully diluted basis, compared to a net loss of $18.8 million,
or $2.76 per share, in the first half of 2002. The first half of
2002 was restated for a $30.4 million charge for a cumulative
effect of a change in accounting principle. Before the charge, net
income for the first half of 2002 was $11.7 million, or $1.71 per
share.

As more fully described in the Company's Annual Report on Form
10-K, as a result of its highly leveraged financial position, on
February 5, 2002 the Company filed for reorganization under
Chapter 11 of the Bankruptcy Code. Also, as more fully described
in the Annual Report, beginning in the fourth quarter of 2000, the
Company substantially restructured its business. As a result, the
financial statements for the thirteen and twenty-six weeks ended
June 28, 2003 and June 29, 2002 include reorganization costs,
restructuring and other credits, reserve reversals as a result of
changes in estimates and a cumulative effect of change in
accounting principle (together, the "Special Charges and Credits")
that make comparisons difficult.

Excluding the Special Charges and Credits for the second quarter
of 2003 and 2002, net revenues were $91.3 million and $62.1
million, respectively, and net income (loss) was $3.8 million and
$(2.9) million, respectively, and for the first half of 2003 and
2002 net revenues were $196.1 million and $179.4 million,
respectively, and net income was $12.4 million and $3.8 million,
respectively.

The Company believes that the Special Charges and Credits that
make comparisons of fiscal 2003 to fiscal 2002 difficult are the
result of expenses incurred, estimates made, and changes in
estimates relating to business restructuring, the bankruptcy and
related reorganization costs. The Company has completed its
business restructuring and believes that after emerging from
Bankruptcy such Special Charges and Credits will not be recurring.

The Company believes that net revenues and net income (loss)
excluding the Special Charges and Credits may not be indicative of
the results of peer companies; however, the Company believes that
the presentation excluding the Special Charges and Credits is
representative of the Company's core net revenues and net income
(loss) and uses this measure for purposes of evaluating its
business operations.

John D. Idol, Chairman and Chief Executive Officer, said, "Despite
a difficult retail environment and excluding the Special Charges
and Credits, we are pleased with the results for the second
quarter and first half. We have maintained strong gross margins,
have controlled expenses, and have a strong balance sheet. As of
June 28, 2003, we continue to have no borrowings under our DIP
financing agreement and have $13.4 million of cash on hand.

"While we remain cautious about the general economic situation in
the United States, our management team is focused on emerging from
reorganization as a balanced and profitable multi-brand women's
apparel and accessories company."

As previously announced, the Company has entered into an agreement
to be acquired by Jones Apparel Group, Inc. (NYSE: JNY). The bid
purchase price consists of $204 million in cash and the assumption
of deferred liabilities, primarily pre-paid royalties, projected
to be $12.6 million at closing, for an aggregate value of $216.6
million, plus the assumption of certain other liabilities. In
addition, the purchase price is subject to adjustments. The
transaction has the support of the Official Creditors' Committee.

Mr. Idol said, "We are pleased that the bidding process has come
to a conclusion and we believe that it has enabled us to maximize
the value of the company and produce the best results for our
customers, suppliers, creditors and shareholders."

The sale of the Company will be implemented through an amended
plan of reorganization that will require, among other things, the
approval of the requisite majority of the Company's creditors and
confirmation by the Bankruptcy Court. The Company anticipates that
the transaction will be consummated by the end of the year.

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


KEMPER INSURANCE: Fitch Withdraws Default & Junk Level Ratings  
--------------------------------------------------------------
Fitch Ratings has withdrawn the 'D' rating of the surplus notes
issued by Lumbermens Mutual Casualty Company, the lead property-
casualty insurance underwriter of the Kemper Insurance Companies
Group. Fitch has also withdrawn the 'CC' insurer financial
strength ratings of the three primary insurance underwriters of
the Kemper Insurance Companies.

The withdrawal of the ratings is based on Fitch's belief that
given Lumbermens' suspension of interest payments on its surplus
notes, and the near curtailment of underwriting activities, market
interest in the ratings is now minimal.

The ratings were initiated by Fitch as a service to users of Fitch
ratings. The ratings were based primarily on public information.

     SURPLUS Note Rating

        -- Lumbermens Mutual Casualty Co.: Withdrawn 'D'

     INSURER Financial Strength Ratings

        -- Lumbermens Mutual Casualty Co.: Withdrawn 'CC'

        -- American Motorists Insurance Co.: Withdrawn 'CC'

        -- American Mfgs. Mutual Ins. Co.: Withdrawn 'CC'


KM LOGISTICS: CEO William Findley III Charged in Fraud Scheme
-------------------------------------------------------------
The CEO of a Randolph company was charged late Thursday,
August 14, 2003, in federal court with mail fraud, wire fraud, and
bankruptcy fraud.

United States Attorney Michael J. Sullivan and Kenneth W. Kaiser,
Special Agent in Charge of the Federal Bureau of Investigation in
New England, announced that WILLIAM J. FINDLEY, III, age 57, of 5
Stuart Road, Rochester, Massachusetts, was charged in an
information with stealing money from the escrow account of KM
Logistics, Inc. which held customer funds.

According to the information, FINDLEY was the Chief Executive
Officer, Treasurer, Chief Financial Officer, and sole stockholder
of KM Logistics, Inc., located at 83 York Avenue in Randolph,
Massachusetts. The information alleges that from at least May,
1997 through November, 2001, FINDLEY, embezzled more than $1.6
million in customer funds that KM Logistics was supposed to use
for shipping costs on behalf of its customers. KM Logistics was in
the freight forwarding business. Thus, on behalf of its customers,
KM Logistics negotiated contracts with freight carriers, selected
the proper and most cost effective type of transportation, and
paid customers' freight bills to the carriers. KM Logistics was
entrusted with customer funds which it was obligated to use to pay
for shipping costs on behalf of those customers. Instead of using
customer funds for the agreed upon purpose, it is alleged that
FINDLEY wrote numerous checks and instructed the wire transfer of
funds out of the escrow account. It is alleged that the stolen
funds were principally used by FINDLEY for stock day trading. It
is alleged that FINDLEY's theft from the KM Logistics customer
escrow account drove the business into bankruptcy.

The information further alleges that FINDLEY appeared at a
bankruptcy proceeding and testified falsely under oath regarding
whether he had taken funds from the KM Logistics escrow account
for personal use.

If convicted on these charges, FINDLEY faces up to 5 years'
imprisonment, to be followed by 3 years of supervised release, and
a $250,000 fine.

The case was investigated by Special Agents of the Federal Bureau
of Investigation. It is being prosecuted by Assistant U.S.
Attorney Diane C. Freniere in Sullivan's Economic Crimes Unit.


LE NATURE: S&P Affirms B+/B- Corporate Credit and Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured debt ratings and its 'B-' subordinated
debt rating on non-carbonated alternative beverage manufacturer Le
Nature's Inc. All ratings have been removed from CreditWatch where
they were placed June 18, 2003, following the company's disclosure
that it was in a commercial dispute over a contract with one of
its key bottle suppliers.

The outlook is stable.

Latrobe, Pennsylvania-based Le Nature's had about $171 million of
total debt and about $20 million of preferred stock at the closing
of its recent refinancing transaction.

"The ratings affirmation follows Le Nature's successful resolution
of the commercial dispute with its bottle supplier and completion
of its transition to in-house plastic bottle production at its
Latrobe facility," said Standard & Poor's credit analyst David
Kang.

The existing bottle supply contract in dispute has been
terminated. Under the agreement between the company and its bottle
supplier, Le Nature's has agreed to purchase plastic blow-molding
equipment (used to produce plastic bottles) from the supplier at a
fair market value. The company plans to use the new equipment in
its planned West Coast facility.

Le Nature's is now able to satisfy its own plastic bottle needs
internally after successfully launching its own in-house
production facility. The company has also secured an arrangement
with a third-party to be a backup supplier of plastic bottles.

The ratings on Le Nature's Inc. reflect its narrow product focus,
small size, customer concentration, and leveraged financial
profile. Somewhat offsetting these factors are the company's
strong EBITDA margins and participation in the water segment,
which is growing faster than other areas of the U.S. beverage
industry.

Le Nature's is a developer, producer, and marketer of all-
naturally flavored, fully pasteurized alternative beverages,
including flavored and unflavored bottled water, ready-to-drink
kettle-brewed iced teas, and vitamin and mineral fortified juice
drinks.

Bottled water accounts for about 50% of sales, however, the narrow
product portfolio is somewhat offset by the company's
participation in the higher growth bottled water and non-
carbonated soft drink segments, which have been outpacing the rest
of the beverage industry. Still, with only about $136 million of
sales in fiscal 2002, Le Nature's is a very small participant in
the $14.7 billion U.S. non-carbonated soft drink and $8.6 billion
U.S. single-serve bottled water segments. The total size of the
U.S. beverage industry is about $85.7 billion.


LTV: Copperweld Plan's Proposed Changes in Capital Structure
------------------------------------------------------------
On or after the Confirmation Date, the Copperweld Debtors intend
to effect the Restructuring Transactions and implement a
reorganized capital structure, as a result of which:

       (i) Copperweld will be the parent company of certain
           Copperweld Debtors, with three wholly owned direct
           subsidiaries;

      (ii) all outstanding shares of Copperweld held by LTV will
           be cancelled;

     (iii) New Class A Common Stock and New Class B Common Stock
           of Reorganized Copperweld will be issued to the
           Copperweld DIP Lenders;

      (iv) 700 shares of New Class B Common Stock will be issued
           to certain members of senior management of
           Reorganized Copperweld; and

       (v) Reorganized Copperweld will issue the New Senior
           Secured Revolving Credit Facility Notes and the New
           Senior Secured Term Loan Facility Notes.  

           Reorganized Copperweld Restructuring Transactions

A. Corporate Restructuring

After giving effect to the Restructuring Transactions, Reorganized
Copperweld will be the parent company of the other Reorganized
Copperweld Debtors.  Reorganized Copperweld will have these wholly
owned subsidiaries:

      * Reorganized Copperweld Tubing Products Company,
        an Ohio corporation;

      * Reorganized Copperweld Bimetallic Products Company,
        a Pennsylvania corporation, which, in turn, will have
        one wholly owned subsidiary -- Copperweld Bimetallics
        UK Ltd. (United Kingdom); and

      * Non-debtor Copperweld Canada, an Ontario (Canada)
        corporation.

B. Restructuring Transactions

The Restructuring Transactions will be effected in steps,
undertaken in
sequences determined to minimize costs:

   * Tubing Companies

     (1) Reorganized Welded Tube Holdings will be merged with
         and into Reorganized Copperweld.

     (2) Reorganized Copperweld will assume the rights and
         obligations as lender under an intercompany loan to
         non-debtor Copperweld Canada.

     (3) Reorganized Welded Tube will be merged with and into
         Reorganized Copperweld Tubing Products Company.

     (4) Reorganized Miami Acquisition Corporation will be
         merged with and into Reorganized Copperweld Tubing
         Products Company.

     (5) Reorganized Copperweld Marketing and Sales Company
         will be dissolved.  Employees of Reorganized
         Copperweld Marketing and Sales Company currently
         work for Copperweld Tubing Products Company, Miami
         Acquisition Corporation and Welded Tube, and will be
         hired by the appropriate reorganized company.

     (6) Reorganized TAC Acquisition Corporation will be
         merged with and into Reorganized Copperweld.

   * Bimetallics Companies

     (1) Reorganized Southern Cross Investment Company will
         be dissolved.

     (2) Reorganized Metallon Materials Acquisition
         Corporation will be dissolved.

     (3) Non-debtor LTV Copperweld Bimetallics UK Limited will
         be merged with and into non-debtor LTV Copperweld
         Bimetallics UK (Holdings) Limited and will be
         renamed Copperweld Bimetallics UK Limited.

   * International

     Pursuant to the settlement of Inter-Debtor Claims,
     International will transfer all of the outstanding shares
     of Copperweld Canada to Copperweld.  Once the shares are
     transferred, International may be dissolved.

   * Copperweld Equipment Company

     Copperweld Equipment Company, a Texas corporation that
     was a wholly owned subsidiary of Copperweld Tubing
     Products Company, was a shell corporation without assets
     or liabilities on the Petition Date.  CEC was dissolved
     on August 1, 2001, and this dissolution will be ratified
     as part of the Joint Plan.

In summary, after confirmation of the Plan, the corporate
structure of Reorganized Copperweld, after consummation of the
Restructuring Transactions, will be:

                     Reorganized Corporation
                           (Delaware)
                                |
--------------------------------------------------------------
|                               |                              |
Reorg. Copperweld     Reorg. Copperweld        Copperweld Canada
Tubing Products Co.   Bimetallic Products Co.  Inc.
(Ohio)                (Pennsylvania)           (Ontario)

Shelby, OH            Fayetteville, TN         Brantford, ON
Bedford Park, IL                |              Woodstock, ON
Birmingham, AL                  |              Brampton, ON
Elizabethtown, KY     Copperweld Bimetallics   Mississauga ON
Chicago, IL           UK Ltd.                  Winnipeg, MB
Portland, OR          (United Kingdom)         London, ON
Piqua, OH

The Copperweld Debtors affirm the completion of the Restructuring
Transactions as an important part of the Plan intended to:

        (1) streamline the Reorganized Copperweld Debtors'
            overall capital structure;

        (2) permit Reorganized Copperweld greater access to
            the financial markets by creating a more
            "understandable" and flexible corporate structure;
            and

        (3) provide tax efficiencies.
(LTV Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MAGELLAN HEALTH: Bankruptcy Court Approves Disclosure Statement
---------------------------------------------------------------
Magellan Health Services, Inc. (OCBB:MGLH) announced that the U.S.
Bankruptcy Court for the Southern District of New York has
approved the Disclosure Statement filed in connection with the
Company's Third Amended Joint Plan of Reorganization for the
purposes of soliciting creditor approval for the amended Plan of
Reorganization. The Bankruptcy Court also authorized the Company
to begin soliciting approval from its creditors for its amended
Plan. The Company plans on beginning solicitation of acceptances
for its Plan on or about August 29, 2003. The voting deadline by
which acceptances or rejection on the Plan are to be received by
the Company (or its voting agent) has been set at September 30,
2003.

The Plan, if consummated, will result in $150 million of new
equity invested in Magellan and a reduction in debt of
approximately $500 million, as well as new financing at improved
terms that offers the Company greater financial flexibility.

The Official Committee of Unsecured Creditors appointed in
Magellan's Chapter 11 case has endorsed the Plan and is strongly
recommending that all creditors vote in favor of the Plan. The
Plan also has the approval of Aetna, Magellan's largest customer.

Steven J. Shulman, chief executive officer of Magellan, said, "We
are extremely pleased to be able to formally present our plan for
restructuring and significantly improving Magellan's capital
structure to our creditors. The Court's approval of the disclosure
statement and the establishment of a timeline for our emergence
demonstrate clearly that we are on track for our exit from Chapter
11. When we emerge, Magellan will have a much stronger capital
structure to go along with our existing strong market leadership
position and operations that we will leverage for the benefit of
our members, customers, providers, employees and investors."

"Magellan's plan is the result of a collaborative process with its
creditors and creditors' representatives," said Saul E. Burian,
director of Houlihan Lokey Howard & Zukin, which is the financial
advisor to the Official Committee of Unsecured Creditors. "We
believe that, as a market leader with a de-leveraged balance sheet
and greater financial flexibility, Magellan will be well-
positioned to thrive in the future. The Committee strongly urges
that all creditors vote in favor of the plan."

The Bankruptcy Court established a timetable with respect to
solicitations of approval from creditors that includes the
following:

-- A record date of August 21, 2003: Holders of claims as of this
   date will be entitled to vote on the Plan. Such holders will
   receive a mailing from Magellan consisting of the Plan and
   Disclosure Statement as well as full details of the procedures
   for voting on or objecting to the Plan. Holders of the
   Company's senior subordinated notes and general unsecured
   claims as of the record date also will have the right to
   participate in the equity offering, and to elect to receive
   cash in lieu of a portion of the common stock to which they are
   entitled, each on the terms and conditions set forth in the
   Plan. Under the cash-out provision, holders of unsecured claims
   who elect to receive cash will receive their pro rata share of
   up to $50 million in cash, which will reduce their distribution
   of common stock in reorganized Magellan by a number of shares
   that is equal in value to the cash received, based on an equity
   valuation of reorganized Magellan of $225 million. Only holders
   of claims as of August 21, 2003 will be entitled to participate
   in the equity offering and elect to receive cash in lieu of the
   common stock under the Plan. Transferees of Senior Subordinated
   Notes and general unsecured claims will not have such rights
   and will not be entitled to vote on the Plan. Holders of Senior
   Subordinated Notes electing to receive cash in lieu of common
   stock will be unable to trade their notes after making such
   election.

-- Magellan expects to mail its solicitation, including the Plan,
   Disclosure Statement and voting instructions, on or about
   August 29, 2003.

-- A voting deadline of September 30, 2003: Votes must be properly
   completed and received by the voting agents no later than
   September 30, 2003 at 4:00 p.m. Eastern in order to be counted.

-- A confirmation hearing date of October 8, 2003: Acceptance of
   the Plan requires affirmative votes of a majority by number and
   two-thirds by claim value of those voting of each eligible
   voting class. The Bankruptcy Court may also confirm the Plan if
   it does not receive these levels of affirmative votes if the
   Plan meets certain criteria. The Company expects to emerge from
   Chapter 11 in October.

Gleacher Partners LLC is serving as financial advisor to Magellan
Health Services, and Weil, Gotshal & Manges LLP is bankruptcy
counsel to Magellan Health Services. Houlihan Lokey Howard & Zukin
is serving as financial advisor to the Official Committee of
Unsecured Creditors and Akin, Gump, Strauss, Hauer & Feld, L.L.P.
is serving as counsel to the Committee.

Headquartered in Columbia, Md., Magellan Health Services
(OCBB:MGLH), is the country's leading behavioral managed care
organization. Its customers include health plans, corporations and
government agencies.


MIDLAND REALTY: Fitch Ups 2 Low-B Note Class Ratings to BB/B
------------------------------------------------------------
Fitch Ratings upgrades Midland Realty Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-C2 as
follows:

        -- $28.2 million class C to 'AAA' from 'AA-';

        -- $23 million class D to 'AAA' from 'A-;

        -- $7.7 million class E to 'AA' from 'BBB';

        -- $15.4 million class F to 'A' from 'BBB-';

        -- $12.8 million class G to 'BBB' from 'BB+';

        -- $5.1 million class H to 'BBB-' from 'BB';

        -- $12.8 million class J to 'BB' from 'B';

        -- $7.7 million class K 'B' from 'B-'.

In addition, Fitch affirms the following certificates:

        -- $178.9 million class A-2 'AAA';

        -- Interest-only class A-EC 'AAA';

        -- $30.7 million class B 'AAA'.

Fitch does not rate the $11.3 million class L-1 or interest-only
class L-2 certificates. The rating upgrades and affirmations
follow Fitch's annual review of the transaction, which closed in
December 1996.

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

Midland Loan Services, the master servicer, collected year-end
2002 financial statements for 96% of the pool balance. According
to the information provided, the YE 2002 weighted average debt
service coverage ratio is 1.60 times, compared to 1.42x at
issuance and 1.63x as of YE 2001 for the same loans (93%).

As of the July 2003 distribution date, the pool's collateral
balance has been reduced by 35%, to $333.6 million from $512.1
million at issuance. To date, the transaction has realized losses
in the amount of $1.5 million.

Five loans (4.3%) are currently in special servicing. The largest
loan (2.1%), Malone Plaza, is secured by a retail property in
Malone, NY and is currently 90 days delinquent. One of the
property's anchor tenants vacated, leaving the property 67%
occupied. The next largest specially serviced loan (1.2%) is
secured by an owner occupied industrial property located in
Hialeah, FL. This loan has an issue with the letter of credit
provided by the borrower.

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


MIRANT CORP: Court Deems Utility Companies Adequately Assured
-------------------------------------------------------------
At the Mirant Debtors' request, the Court finds that the Debtors
are administratively solvent pursuant to Section 366 of the
Bankruptcy Code.

The Debtors previously asked the Court to determine that their
utility providers are adequately assured of future payments as
required by 11 U.S.C. Sec. 366.  To support that determination,
the Debtors want the Court to rule on their administrative
solvency -- their ability to pay post-petition debts as they
become due.

Meredyth A. Purdy, Esq., at Haynes and Boone LLP, in Dallas,
Texas, assures Judge Lynn that the Debtors are administratively
solvent since:

    -- the Debtors have over $733,000,000 in unencumbered cash;

    -- the Debtors have approximately $17,000,000,000 in
       unencumbered property, plant and equipment and other
       unencumbered assets;

    -- the Debtors have no material secured debt; and

    -- the Debtors generate millions of dollars of unencumbered
       working capital daily, and anticipate generating
       sufficient cash postpetition to meet all working capital
       needs, including postpetition utility costs.

Ms. Purdy argues that the offer of an administrative expense
claim to the Utility Companies constitutes "adequate assurance of
payment" in the form of "other security" as contemplated in
Section 366(b).  Accordingly, because the Utility Companies have
been assured of payment for postpetition services by virtue of
the Debtors' administrative solvency, an offer of an
administrative expense claim for postpetition services
constitutes adequate assurance of payment pursuant to Section
366(b).

Having determined that the Debtors are administratively solvent,
Judge Lynn rules that:

    (a) the Utility Companies are adequately assured of future
        payment by the provision of an administrative expense
        claim; and

    (b) the Utility Companies are prohibited from altering,
        refusing or discontinuing services to the Debtors solely
        on the bases of the Chapter 11 cases or that a debt owed
        by the Debtors for service rendered before July 31, 2003
        was not paid when due. (Mirant Bankruptcy News, Issue No.
        4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MOBILE COMPUTING: Conv. Debenture Maturity Extended to Aug. 21
--------------------------------------------------------------
Mobile Computing Corporation announced that the holders of its
convertible debentures have agreed to further extend the maturity
date until August 21, 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, scheduled for September 22, 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.


MOOG INC: S&P Keeps Watch on BB-/B Corp. Credit & Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Moog
Inc., including the 'BB-' corporate credit rating, on CreditWatch
with negative implications. Standard & Poor's also assigned its
preliminary 'B' ratings, which are also on CreditWatch with
negative implications, to unsecured and subordinated debt
securities registered in the company's Aug. 1, 2003, $120 million
SEC Rule 415 shelf registration.

"The CreditWatch placement reflects Moog's announcement that it
has signed an agreement to acquire the assets of Northrop Grumman
Corp.'s Poly-Scientific Division," said Standard & Poor's credit
analyst Christopher DeNicolo. The purchase price was not
disclosed, but will be financed with drawings from Moog's existing
revolving credit facility as well as a new 18-month bank loan. The
increased debt will result in a deterioration of Moog's credit
ratios, which are currently above average for the rating, but the
acquisition will improve the company's product and program
diversity. Poly-Scientific is a manufacturer of motion controls
and data transmission devices for aerospace (two-thirds of
revenue) and industrial applications, including electrical and
fiber-optic slip rings, brushless DC motors, and electro-
mechanical actuators, with annual sales of around $130 million.
The transaction is expected to close by the end of September 2003.

East Aurora, N.Y.-based Moog serves aerospace and industrial
markets, providing highly engineered motion control systems for
critical applications. Moog is a major manufacturer of servo
valves, actuators, and regulators used in aerospace flight
controls and in industrial applications requiring precision
positioning and use of force. Competition is significant in all
product lines, and limited pricing flexibility requires ongoing
improvements to operational efficiencies. Despite a difficult
commercial aircraft market, overall aircraft segment sales (53%
of total sales) continue to grow due to strength in the military
business, especially related to the F-35 Joint Strike Fighter
development program. Industrial sales (36%) are tied to the
cyclical demand for capital goods, but have benefited recently
from the weak U.S. dollar. Sales in the space segment (11%) have
declined significantly due to a worldwide dearth of commercial
satellite and launch vehicle orders.

Standard & Poor's will meet with Moog's management to discuss the
transaction and to determine the effect on credit quality.


MOTELS OF AMERICA: Wants to Appoint Altman Group as Claims Agent
----------------------------------------------------------------
Motels of America LLCtells the U.S. Bankruptcy Court for the
Northern District of Illinois that it wants to appoint the Altman
Group, Inc., as claims, noticing and balloting agent in its
chapter 11 case.

The large number of creditors and other parties in interest
involved in Debtor's chapter 11 case may impose administrative and
other burdens upon the Court and the Office of the Clerk of the
Court. To relieve the Court and the Clerk's Office of these
burdens, Debtor proposes to engage Altman Group as a claims
processing, noticing and balloting agent in this chapter 11 case.

In its capacity, Altman Group will

     a) prepare and serve required notices in this chapter 11
        case, including:

          i. notice of filing and section 341 meeting;

         ii. notice of the claims bar date;

        iii. notice of objections to claims;

         iv. notice of any hearings on any disclosure statement
             and confirmation of a plan of reorganization; and

          v. other miscellaneous notices to any entities, as
             Debtor or the Court may deem necessary or
             appropriate for the orderly administration of this
             chapter 11 case;

     b) after the mailing of a particular notice, file with the
        Clerk's Office a certificate or affidavit of service
        that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was
        mailed and the date and manner of mailing;

     c) maintain copies of all proofs of claim and proofs of
        interest filed;

     d) maintain an official claims register, including, among
        other things, the following information for each proof
        of claim or proof of interest;

          i. the name and address of the claimant and any agent
             thereof, if the proof of claim or proof of interest
             was tiled by an agent;

         ii. the date received;

        iii. the claim number assigned; and

         iv. the asserted amount and classification of the
             claim;

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f) transmit to the Clerk's Office a copy of the claims
        registers as required by the Clerk's Office or requested
        by Debtor;

     g) maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request of a party in
        interest or the Clerk's Office;

     h) provide access to the public for examination of copies
        of the proofs of claim or interest without charge-during
        regular business hours;

     i) record all transfers of claims pursuant to Bankruptcy      
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     j) comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k) provide temporary employees to process claims, as
        necessary;

     l) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe; or Debtor may request; and

     m) provide such other services of a similar nature as
        Debtor may reasonably request.

Altman Group's fees are:

   Creditor Set-Up and Schedule Creation   $125 to $150 per hour
   Claims Docketing                        $100 to $150 per hour
   Document Management                     $100 to $150 per hour
   Custom Reports                          $125 to $175 per hour
   Voting and Tabulation                   $100 per hour
   Consulting Charges $100 to              $275 per hour
   Programming/Technical Services          $125 to $175 per hour
   Reconciliation Claims                   $125 to $200 per hour

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 CENTURY: Court Nixes Jenner & Block's Engagement
---------------------------------------------------------
The Official Committee of Unsecured Creditors of National Century
Financial Enterprises, Inc. et al., believes that the application
of Jenner & Block is simply part and parcel of Lance Poulsen's
ongoing project to reacquire management and control of NCFE.

A meeting of NCFE shareholders was held on May 16, 2003, and six
candidates were elected to serve on a reconstituted board of
directors of NCFE:

   -- Lance Poulsen;
   -- Barbara Poulsen;
   -- Donald Ayers;
   -- Harold Pote;
   -- Thomas Mendell; and
   -- Raymond Brooks.

Leon Friedberg, Esq., at Carlile, Patchen & Murphy, LLP, in
Columbus, Ohio, reports that the reconstituted board met on
May 21, 2003, and by majority vote, the Board voted to engage J&B
at estate expense.  Two members of the board, Messrs. Pote and
Mendell, apparently voted against Jenner & Block's engagement,
and resigned shortly after the meeting.

The Application was filed on May 27, 2003.  Tellingly, although
David Coles is the NCFE president and is supposed to "effectively
[have] the rights of the debtor-in-possession," Mr. Coles was not
consulted about and did not sign the Application.

The Application trots out not less than two theories about who
Jenner & Block's client is, and not less than five
characterizations of the nature of the proposed engagement.   
Thus, the client is either:

(a) some amorphous amalgam of NCFE and the board, under the
    theory that "representation of NCFE and the Board is
    indistinguishable and therefore appropriate under the
    standard demarcated in Section 327(e)," or

(b) it is the board members themselves, in the event that the
    Court elects to consider "the Board to be separate from or
    distinct of NCFE."

To analyze whether the Application should be granted, it is
important to first unbundle that which the Application
deliberately conflates -- the identity of the client -- and then
evaluate the merits of the Application as against the two
possibilities suggested by the Application -- NCFE and the
members of the board.

                          NCFE As Client

The Jenner & Block Application skims over the standards of
Section 327 of the Bankruptcy Code, and for very good reason.  
For one, Section 327(e) applies to a trustee or debtor-in-
possession.  Although the Application of Jenner & Block purports
to be filed by NCFE as debtor-in-possession, Mr. Coles, who as
the Court has noted "sits in the position of president of NCFE
and effectively has the rights of the debtor in possession" is
not, in that capacity, the proponent of the Application.  In
fact, it is the members of NCFE's Board that are the proponents,
and nowhere in Section 327(e) of the Bankruptcy Code is there
authorization for board members to engage counsel at estate
expense.  

Also, the engaging of counsel under Section 327(e) must be "in
the best interest of the estate."  Although Section 327(e) itself
does not define "best interest," Section 330 of the Bankruptcy
Code, which governs allowance of compensation of professionals
engaged under Section 327(e), provides guidance.  Section 330
gives the bankruptcy court discretion to award a reasonable fee
for "actual, necessary services."

On the contrary, the Application makes absolutely no showing that
Jenner & Block's services are necessary for NCFE's benefit, other
than vague references to some unspecified need to "supplement"
Jones Day, or to "add credibility" to NCFE's collection and
reorganization efforts.  If any need for supplementation or added
credibility in fact existed, it would be Mr. Coles, as NCFE's
president, that would be identifying the need and moving to meet
it, and he has not.

That leaves the assertion that NCFE must engage Jenner & Block to
steer the estates through "certain potential conflicts of
interest that exist by and between certain members of the Board
and between NCFE and certain members of the Board".

Mr. Friedberg contends that no conflicts existed until Mr.
Poulsen forced himself, his wife, and Mr. Ayers back onto the
board a month ago.  To the extent that the estate would somehow
benefit from resolving the conflicts solely created by the
Poulsens and Mr. Ayers serving on the board, it would benefit
much more easily, quickly, and cheaply if they would simply
resign.  Moreover, if NCFE indeed needs advice in connection with
the conflicts that the Poulsens and Mr. Ayers have insisted on
creating, it certainly should not be getting that advice from the
same firm giving advice to the board members.

                     Board Members As Client

NCFE's retention of Jenner & Block under Section 327(e) with the
board members as the client, even if one accepts the claim that
representation of the board is "indistinguishable [from
representation of NCFE] and therefore appropriate under the
standard demarcated in section 327(e)," nevertheless cannot
survive the prohibition in the Section against representing "any
interest adverse to the debtor or to the estate with respect to
the matter on which such attorney is to be employed."

By its terms, the Application proposes that Jenner & Block will
advise the board members in managing their conflicts and
fiduciary responsibilities with respect to NCFE and these
estates, and no matter how many ways the Application attempts to
couch that representation as a representation of "NCFE and the
Board" or of "NCFE including, by definition, the Board," in fact
that advice will be given in the context of, and indeed because
of, the assertion of claims by NCFE and its creditors against the
current board members.  And indeed, none of the authority cited
by the Application holds that a debtor may engage counsel on
behalf of its board of directors when the debtor and its board
are adverse.  It is utterly inappropriate on its face for NCFE to
engage and compensate, for the benefit of Mr. Poulsen and the
other board members, counsel to provide advice under the
circumstances.

Over creditor objection, Mr. Poulsen forced his way back onto the
NCFE board, and now seeks to use that position, ostensibly in
NCFE's name, to engage counsel at estate expense for purposes
either transparently specious or not properly chargeable to the
estates on their face.  

If Mr. Poulsen wishes to have separate counsel to pursue his own
ideas about "decisions to be made by the Board with respect to
specific issues that arise from these Chapter 11 cases and
existing and future proceedings in which NCFE's interests are
implicated," then he should pay for that counsel himself.  These
estates have an effective debtor-in-possession, Mr. Coles, and
counsel, Jones Day, each of whom is being compensated by the
estates.  Thus, the Committee asks the Court to deny the
Application.

                          *     *     *

At the conclusion of the July 2 hearing, Judge Calhoun denies
NCFE's Application to Employ Jenner & Block as counsel. (National
Century Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NATIONAL CENTURY: Sherry Gibson Pleads Guilty to Conspiracy Charge
------------------------------------------------------------------
Sherry L. Gibson, a former executive of Dublin, Ohio-based
National Century Financial Enterprises, Inc. (NCFE), pled guilty
in United States District Court Monday to conspiracy to commit
securities fraud.

In her plea, she acknowledged her role in a scheme by NCFE
executives that improperly took money out of the company, hid the
shortfall by moving money back and forth between subsidiaries'
bank accounts, and sent phony reports to investors and auditors to
cover up the scheme.

Copies of the Plea Agreement, Information and Statement of Facts
are available at no charge at:

   -- http://www.usdoj.gov/usao/ohs/pr/GibsonPlea.pdf
   -- http://www.usdoj.gov/usao/ohs/pr/GibsonInf.pdfand  
   -- http://www.usdoj.gov/usao/ohs/pr/GibsonSOF.pdf
   
The Securities and Exchange Commission also filed a civil
enforcement action against Gibson seeking an injunction, monetary
penalties and disgorgement of wrongful gains. The SEC's civil
complaint alleges that Gibson and other senior NCFE officials
improperly "advanced" $1 billion in unauthorized, unsecured loans
to distressed or defunct health-care providers, many of which were
partly or wholly owned by NCFE or its principals.

Gregory G. Lockhart, United States Attorney for the Southern
District of Ohio; Kevin R. Brock, Special Agent in Charge, Federal
Bureau of Investigation Cincinnati Field Division; and Mary E.
Keefe, Regional Director, Chicago Office, Securities and Exchange
Commission, announced the filing of the civil enforcement action
and the criminal plea which was entered today before Senior United
States District Judge George C. Smith.

"Executives who cook the books and try to hide their actions from
investors and auditors cause irreparable harm to the integrity of
the financial markets," said Deputy U.S. Attorney General Larry
Thompson, head of President Bush's Corporate Fraud Task Force.
"Today's plea demonstrates the resolve that we have shown in
pursuing criminal misconduct at companies like National Century.
The Justice Department, the SEC and our other partners on the Task
Force will aggressively pursue allegations that corporate
executives are breaking the law."

"Gibson and the other insiders at NCFE bilked investors by
building a financial house of cards with deception, sleight-of-
hand financing, and accounting misdeeds," Lockhart said. "Gibson
was part of a financial shell game that moved hundreds of millions
of dollars back and forth to hide the fact that the company's
accounts were at least $511 million below what they were telling
investors, trustees and auditors."

NCFE bought medical accounts receivable from health care providers
around the country. NCFE financed the purchases by selling
securities in the form of notes to large institutional investors
outside Ohio. They used the money they collected from the accounts
receivable to repay investors. In their promotional materials,
NCFE billed themselves as the "nation's leading supplier of
working capital to the medical industry."

"The Commission's Complaint and the guilty plea announced today
describe an elaborate accounting fraud that cheated sophisticated
investors out of more than $1 billion," Keefe said. "The SEC is
determined to use the full force of its enforcement powers to
combat this unconscionable conduct."

"Massive corporate fraud is still an unsettling reality in this
country," Brock said. "But today's actions demonstrate that
continual progress is being made."

The charge is based on information recovered from thousands of
boxes of documents and computer files seized by the FBI with the
assistance of the Dublin Police Department and the Franklin County
Sheriff's Office from NCFE's Dublin offices in November of 2002.

Gibson, age 39, of Hilliard, Ohio, held a number of management and
executive positions with the company, including Executive Vice
President for Compliance between 1999 and November 2002. In her
plea, Gibson admitted that, beginning in 1995, she prepared or
directed others to prepare investor reports containing false
financial information. She admitted that the company maintained
separate sets of bookkeeping records labeled "actual" and
"reported."

The one-count Information filed in this case details 93 overt
acts, among others, committed by the conspirators in furtherance
of their scheme to defraud. Gibson reviewed the government's
evidence pertaining to these overt acts and confirmed that each
act occurred.

Gibson faces up to five years in prison with no parole, a $250,000
fine, and three years of supervision following release. Judge
Smith will set a date for sentencing.

Lockhart commended the cooperative investigation of the FBI and
SEC and Assistant U.S. Attorneys Dale E. Williams, Jr. and Douglas
W. Squires who are prosecuting the case. Lockhart said the
investigation is continuing.


NATIONAL ENERGY: June 30 Net Capital Deficit Narrows to $68 Mil.
------------------------------------------------------------------
National Energy Group, Inc. (OTC Bulletin Board: NEGI) announces
results for the second quarter ended June 30, 2003.

                      Results of Operations

On September 12, 2001 as provided in the Company's Joint Plan of
Reorganization, the Company contributed all its operating assets
and oil and gas properties excluding cash of $4.3 million to NEG
Holding LLC in exchange for an initial 50% membership interest.  
Following the LLC Contribution, the Company no longer directly
owns oil and gas properties and will only recognize income from
accretion of the preferred investment and fees attributable to the
management and operation of NEG Holding LLC's oil and gas
properties.  The income from accretion of the preferred investment
and management fees amounted to $6.7 million and $2.0 million,
respectively, for the quarter ended June 30, 2003 and $15.5
million and $3.9 million, respectively, for the six months ended
June 30, 2003.

           For the Three Months Ended June 30, 2003

Net income of $2.2 million was recognized for the three months
ended June 30, 2003 compared with net income of $2.2 million for
the comparable 2002 period.

Total revenues decreased $1.4 million (13.9%) to $8.7 million for
the second quarter of 2003 from $10.1 million for the second
quarter of 2002.

             For the Six Months Ended June 30, 2003

Net income of $4.9 million was recognized for the six months ended
June 30, 2003 compared with net income of $4.4 million for the
comparable 2002 period.

Total revenue decreased $.6 million (3.0%) to $19.3 million for
the six months ended June 30, 2003 from $19.9 million for the
comparable 2002 period.

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $68 million.

                   Oil and Gas Operations

NEG Holding LLC conducts its oil and gas operations through its
affiliate, NEG Operating LLC.  The Company manages all of these
oil and gas operations pursuant to a management agreement with NEG
Operating LLC.

National Energy Group, Inc. (OTC Bulletin Board: NEGI) is a
Dallas, Texas based company.


NAVIDEC INC: Will Commence Trading on OTCBB Today
-------------------------------------------------
Navidec, Inc. (Nasdaq: NVDC), will begin trading on OTC Bulletin
Board at the opening of business today, under the symbol NVDC.

The Nasdaq SmallCap Market delisted the shares because the Company
failed to comply with Nasdaq's Marketplace Rule 4310(c)(13).   
That rule requires that the company have a minimum $2,500,000 in
stockholders' equity.

Navidec, Inc. (Nasdaq: NVDC) Navidec evaluates, purchases and
grows business opportunities that offer cash flow, strong
management and opportunity for growth. Navidec's corporate Web
site is http://www.navidec.com  

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

The Company's financial statements for the six months ended
June 30, 2003 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. The
Company has historically reported net losses, including reporting
a loss from operations of $703,000 and $1,380,000 for the three
and six months ended June 30, 2003 respectively and has working
capital of $878,000 as of June 30, 2003.

Management cannot provide assurance that the Company will
ultimately achieve profitable operations or be cash positive or
raise necessary additional debt and/or equity capital. Management
believes that the Company has adequate capital resources to
continue operating and maintain its business strategy during the
next 12 months. If substantial losses continue and/or the Company
is unable to raise additional capital, liquidity problems could
cause the Company to curtail operations, liquidate assets, seek
additional capital on less favorable terms and/or pursue other
such actions that could adversely affect future operations. These
financial statements do not include any adjustments relating to
the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the
company be unable to continue as a going concern.


NQL DRILLING: June 30 Working Capital Deficit Hits $29 Million
--------------------------------------------------------------
NQL Drilling Tools Inc., announces a second quarter loss of $42.1
million, which includes $39.3 million in charges, net of $2.0
million in income taxes, for which a comparable amount was not
incurred in the prior year. These costs include additional
professional fees, interest and other expenses and non-cash
provisions relating to goodwill and deferred charge impairments.
Excluding these charges, the Company lost $2.8 million compared to
a net loss in the prior year of $2.3 million.

                         INTRODUCTION

Significant changes have occurred with the Company since its last
quarterly report was issued. At the Company's June 26th Annual
General Meeting, a change in the composition of the Board of
Directors occurred. Three new directors, R. Tim Swinton, Bruce R.
Libin, and Glen D. Roane were elected to the Company's Board. This
change was made as a result of the former board and management
recognizing the Company, including its financial and operating
condition, had evolved to a point where additional skill sets were
desirable to ensure the on-going profitability of the Company and
to improve the Company's balance sheet and the prospect for
increases in shareholders' value, and that a change in the
composition of the board of directors was desirable. In arriving
at this determination, the board of directors took into account
input and commentary received from various significant
shareholders of the Company, including CanFund VE Investors II,
L.P., who were strongly advocating a change of the board of
directors at the Company's annual shareholders' meeting. These new
directors come to the Company with the necessary skill sets and
experience to provide guidance and assistance in this regard.

Due to the Company's financial situation, it became apparent to
the new board very quickly that a comprehensive refinancing plan
was necessary to provide for the stability of the Company.
Therefore, the Company has entered into arrangements for a
proposed refinancing package with CanFund and Lime Rock Partners
II, L.P. The proposed refinancing package with CanFund and Lime
Rock consists of four parts:

1. On July 31, 2003, the Company raised $10 million for liquidity
   through a Bridge Note Financing from CanFund.

2. The Company plans to raise $25 million by a private placement
   of 7.9 million shares with Lime Rock and CanFund in early
   September.

3. The Company plans to raise $22.4 million through a Rights
   Offering to its shareholders immediately thereafter.

4. In the event that the full proceeds are not raised through the
   Rights Offering, the Company plans to borrow up to $20.0
   million through a back-up subordinated debenture financing by
   Lime Rock and CanFund.

Effective June 30, 2003, the Company entered into a new loan
extension agreement with its Senior Canadian Bank Lenders. The
agreement extends the Company's Credit Facilities to June 30,
2004, provided that certain conditions are satisfied, including
the completion of the refinancing plan. These financings should
improve the Company's Balance Sheet sufficiently to allow it to
obtain new replacement long-term bank credit facilities and to
resume carrying on business in the normal course. The Company
intends to have these new credit facilities in place by
January 31, 2004.

As a result of the Company's financial situation and its efforts
to resolve this issue, over the past quarter it has incurred
additional professional fees, interest and other costs. As well,
the board in conjunction with management has spent time reviewing
the carrying value of some of the Company's assets. Specifically,
through the June 30, 2003 annual assessment of goodwill and other
intangibles required by Generally Accepted Accounting Principles,
it has been determined that the carrying value of goodwill and
other intangibles should be reduced. These charges, totaling
approximately $41.3 million, have impacted the profitability of
the Company during the current period. As well, a considerable
amount of time has been spent by both the Board of Directors and
management over the past several months dealing with the financial
situation of the Company. Although not easily quantifiable, this
has had a negative impact on the day-to-day operations of the
Company during the first six months of fiscal 2003.

               MANAGEMENT'S DISCUSSION AND ANALYSIS

                            Revenue
                      Geographic Segments
          Three months ended June 30, 2003 and 2002

Canadian revenue for the quarter was $4.8 million compared to $4.9
million in 2002. Black Max operations in Canada posted revenue of
$1.7 million compared to $1.8 million last year. CanFish
operations showed revenue for the quarter of $2.9 million compared
to $2.7 million in 2002. The remainder of the revenue in Canada
came from third party revenue in NBJ Manufacturing and DPI.

In the US, revenue for the second quarter of 2003 were $12.7
million (includes DPI revenue of $3.1 million) compared to $8.9
million in the second quarter of 2002, an increase of 43%. On a
more comparable basis (DPI excluded), revenue was $9.6 or 8%
higher than 2002. Black Max operations in the US had revenue of
$6.1 million compared to $7.1 million in the prior year. Ackerman
International posted revenue of $3.5 million compared to $1.2
million in 2002. Included in revenue for the quarter were sales of
approximately $2.0 million of redundant assets.

Internationally, the Company had revenue of $7.4 million (includes
DPI revenue of $3.6 million) compared to $6.0 million in 2002, an
increase of 23%. On a more comparable basis (DPI excluded),
international revenue was $3.8 million or 36% below 2002 second
quarter revenue. Aside from DPI, the next largest contributor to
international revenue for the quarter was the Company's operations
in Venezuela, posting revenue of $0.9 million. This compares to
revenue of $2.5 million last year and $0.2 million last quarter.
Activity has started to increase since the beginning of the year,
with the active rig count climbing to approximately 30 rigs. Other
international revenue came from operations in Holland ($0.6
million - 2003; $0.6 million - 2002), U.A.E. ($0.5 million - 2003;
$0.3 million - 2002), Argentina ($0.5 million - 2003; $0.1 million
- 2002) Mexico ($0.4 million - 2003; $0.5 million - 2002) and
Bolivia ($0.4 million - 2003; $0.3 million - 2002). The remainder
of the international revenue for the quarter includes sales to
customers in Vietnam, Australia, and Egypt. DPI's revenue was
earned in the Middle East, Europe, Africa and Asia Pacific
regions.

The Company's geographic revenue distribution in the second
quarter of 2003 was divided as follows: Canada - 19%; US - 51%;
and International - 30%. In the second quarter of 2002, this
allocation was Canada - 25%, US - 45% and International - 30%.

              Six months ended June 30, 2003 and 2002

Canadian revenue for the six months ended June 30, 2003 was $16.8
million compared to $14.2 million in 2002, an increase of 18%.
Black Max operations in Canada posted revenue of $8.0 million
compared to $6.6 million last year. CanFish operations showed
year-to-date revenue of $8.0 million compared to $6.8 million in
2002. The remainder of the revenue in Canada came from third party
revenue in NBJ Manufacturing and DPI.

In the US, revenue for the six months ended June 30, 2003 was
$26.0 million (includes DPI revenue of $7.6 million) compared to
$16.8 million in 2002, an increase of 55%. On a more comparable
basis (DPI excluded), revenue was $18.4 or 10% higher than 2002.
Black Max operations in the US had revenue in the first six months
of 2003 revenue of $13.0 million compared to $14 million in the
prior year. Ackerman International posted revenue of $5.4 million
compared to $2.8 million in 2002. Included in this year's revenue
were sales of approximately $2.0 million of redundant assets.

Internationally, the Company had revenue of $14.2 million
(includes DPI revenue of $6.6 million) compared to $12.1 million
in 2002, an increase of 17%. On a more comparable basis (DPI
excluded), international revenue was $7.6 million or 37% below
2002 revenue. Aside from DPI, the next largest contributor to
international revenue for the year was the Company's operations in
Holland, posting revenue of $1.5 million. This compares to revenue
of $1.8 million last year. Other international revenue came from
operations in the U.A.E. ($1.3 million - 2003; $1.20 million -
2002), Venezuela ($1.0 million - 2003; $5.30 million - 2002),
Argentina ($1.0 million - 2003; $0.4 million - 2002) Mexico ($1.0
million - 2003; $1.0 million - 2002) and Bolivia ($0.8 million -
2003; $0.5 million - 2002). The remainder of the international
revenue for the quarter includes sales to customers in Vietnam,
Australia, and Egypt. DPI's revenue was earned in the Middle East,
Europe, Africa and Asia Pacific regions.

The Company's geographic revenue distribution for the first half
of 2003 was divided as follows: Canada - 30%; US - 46%; and
International - 24%. In 2002, this allocation was Canada - 31%, US
- 39% and International - 30%.

             Three months ended June 30, 2003 and 2002

Expenses

Direct expenses for the second quarter of 2003 were $14.7 million
(59% of sales) compared to $10.9 million (55% of sales) for 2002.
This resulted in a gross margin for the quarter of 41 percent
compared to 45 percent in the prior year. The decrease in gross
margin can be primarily attributed to the fixed component of
direct expenses combined with the mix of revenue for the quarter.
For example, certain areas with higher fixed costs achieved lower
revenue than in the prior year.

General and administrative expenses for the second quarter were
$11.2 million compared to $6.7 million in 2002 and $9.9 million in
the first quarter of 2003. Included in general and administrative
expenses for the second quarter are approximately $1.9 million in
professional fees and other costs for which a similar amount was
not incurred in prior periods. Excluding these expenses, G&A
expenses have declined from Q1 2003 to $9.3 million. Also, by
removing G&A expenses relating to DPI as well as the professional
fees and other costs mentioned above, G&A expenses would have been
$6.7 million, which compares favorably to G&A expenses in Q2 of
2002.

Amortization expense for the quarter was $5.7 million compared to
$3.4 million in the second quarter of 2002. Included in
amortization expense for the quarter was a $2.2 million charge
relating to an impairment of deferred charges.

Interest expense in the quarter was $2.9 million compared to $0.9
million last year. Included in interest expense for the quarter
was $0.6 million in extension fees, $0.3 million in additional
interest relating to a rate increase of 1.5% to 1.75% on the
Company's credit facilities, and a $0.2 million write-off of
deferred financing costs relating to the previous credit
agreement. The remainder of the increase can be attributed to
interest and financing costs incurred on funds borrowed to acquire
DPI and interest incurred by DPI itself on its operating line and
long-term debt.

             Six months ended June 30, 2003 and 2002

Expenses

Direct expenses for the six months ended June 30, 2003 were $31.7
million (56% of sales) compared to $23.9 million (55% of sales)
for 2002. This resulted in a gross margin of 44 percent compared
to 45 percent in the prior year. The decrease in gross margin can
be primarily attributed to the fixed component of direct expenses
combined with the mix of revenue for the quarter. For example,
certain areas with higher fixed costs achieved lower revenue than
in the prior year.

General and administrative expenses year-to-date were $21.2
million compared to $12.1 million in 2002. Included in general and
administrative expenses are approximately $1.9 million in
professional fees and other costs for which a similar amount was
not incurred in the prior year. By excluding these expenses as
well as G&A expenses relating to DPI (acquired in August 2002),
G&A expenses would have been $13.6 million.

Amortization expense for the first six months of 2003 was $9.7
million compared to $6.9 million last year. Included in this
year's amortization expense was a $2.2 million charge relating to
an impairment of deferred charges.

Interest expense year-to-date was $4.8 million compared to $1.7
million last year. Included in interest expense was $0.6 million
in extension fees, $0.3 million in additional interest relating to
a rate increase of 1.5% to 1.75% on the Company's credit
facilities, and a $0.2 million write-off of deferred financing
costs relating to the previous credit agreement. The remainder of
the increase can be attributed to interest and financing costs
incurred on funds borrowed to acquire DPI and interest incurred by
DPI itself on its operating line and long-term debt.

Goodwill Impairment

In conjunction with the requirements under CICA Handbook Section
3062 the Company is required to annually test its goodwill for
impairment. Upon completion of its annual impairment test, the
Company determined that a non- cash provision of $36.0 million of
goodwill, relating to certain of its businesses, was required.
These businesses include Northstar Drilling Systems Inc. ($19.3
million), Diamond Products International, Inc. ($12.7 million) and
Ackerman International Corp. ($4.0 million).

The circumstances that contributed to an impairment of the
goodwill arising from the May 15, 2001 acquisition of Northstar
Drilling Systems Inc. include a slowdown in the utility industry,
lower margins than anticipated, and lower than projected business
activity due to slower customer product acceptance resulting in
lower sales growth forecasts.

The circumstances that contributed to a partial impairment of the
goodwill arising from the August 29, 2002 acquisition of Diamond
Products International, Inc. relate to a slowdown in US deep water
drilling, political unrest in Nigeria and Venezuela and enhanced
competition.

The circumstances that contributed to an impairment of the
goodwill arising from the July 1, 2000 acquisition of Ackerman
International Corp. include a slowdown in the utility industry and
a general decline in Ackerman's business activity.

Net Earnings

Net loss for the second quarter of 2003 was $42.1 million ($1.53
per share) compared to a net loss of $2.3 million ($0.10 per
share) in the prior year. Net loss on a year-to-date basis was
$43.3 million ($1.57 per share) compared to a net loss of $3.2
million ($0.14 per share) in the prior year. These current period
and year-to-date losses includes a non-cash provision for goodwill
impairment of $36.0 million, $1.9 million (net of income taxes) in
professional fees, interest and other expenses, for which there is
no comparable amounts in prior periods, and a $1.4 million (net of
income taxes) non-cash provision relating to impairment of
deferred charges. By excluding these items, the net loss for the
quarter and year-to-date would have been $2.8 million ($0.10 per
share) and $4.0 million ($0.15 per share), respectively.

Restatement of comparative figures

The Consolidated Balance Sheet as at June 30, 2002 and the
Consolidated Statement of Operations and Consolidated Statement of
Cash Flows for the three months and six months ended June 30, 2002
have been restated to reflect changes in the areas of foreign
currency translation and future income taxes. See note 11 to these
consolidated financial statements for further detail.

               Liquidity and Capital Resources

As at June 30, 2003, the Company's current and long-term debt was
$18.0 million as compared to $22.4 million at December 31, 2002.
The Company also has a bridge loan in the amount $34.6 million
which has remained unchanged from December 31, 2002. At June 30,
2003, the Company had bank indebtedness relating to its operating
facilities of $34.3 million compared to $37.9 million at December
31, 2002. The credit facilities available to the Company and its
subsidiaries at the end of the quarter included a Canadian bank
operating facility of up to $30.0 million, operating lines at US
banks totaling $4.6 million US and an operating line at a Dutch
bank in the amount of 350,000 Euros (At June 30, 2003, one Euro
was equal to 1.54 Canadian dollars).

As at June 30, 2003, the Company had a $29.4 million working
capital deficiency (December 31, 2002 - working capital deficiency
of $17.4 million). This deficiency arose primarily from a $34.6
million bridge loan, which is repayable in full by March 31, 2004,
and from $14.0 million of term debt that is due June 30, 2004.

The Company has been suffering from a lack of liquidity and
working capital, and has had difficulties in paying trade
creditors and making certain other corporate payments required on
an on-going basis. As well, the Company has required a series of
extensions of its credit facilities.

The Company has taken several steps to improve its liquidity and
working capital position and restore its financial stability,
including the following:

The Company has completed a $10.0 million Bridge Note Financing
from CanFund VE Investors II, L.P., which was funded on July 31,
2003. The proceeds from the Bridge Note were used for working
capital purposes, including payment of trade creditors. This
indebtedness is evidenced by a $10 million promissory note in
favour of CanFund. The Bridge Note bears interest during the first
90 days at 12% per annum and thereafter at 24% per annum. The
Bridge Note is secured by a second charge on the assets of the
Corporation and certain of its subsidiaries as well as guarantees
from certain subsidiaries. All amounts are due and payable on
March 31, 2004, other than $4 million, which is due on the earlier
of November 25, 2003 and the date on which the funds from the
Rights Offering (discussed below) are received. The Company paid a
commitment fee of $0.3 million on July 31, 2003 to CanFund in
connection with the borrowing under the Bridge Note.

The Company's refinancing plan includes a proposed private
placement of common shares to each of Lime Rock Partners II, L.P.
and CanFund. The Company has entered into an agreement whereby it
will issue an aggregate of 7,936,600 common shares at a
subscription price of $3.15 per share. The Company expects the net
proceeds (after estimated transaction costs of approximately $1.5
million) from this transaction to be approximately $23.5 million.
All of the net proceeds from this transaction will be used to
repay the Bridge Loan, with the exception of $2 million, which
will be used for working capital purposes. The Private Placement
Transaction is subject to shareholder approval and approval of the
waiver of the Company's shareholder protection rights plan to the
transaction. The Company has agreed to a break fee of $4.5 million
if the common share private placement is not completed subject to
certain circumstances.

Following the completion of the Private Placement Transaction, the
Company intends to complete a Rights Offering at an exercise price
of $3.15 per share to all NQL common shareholders, whereby NQL
shareholders will be issued one right for each common share held.
NQL shareholders will be entitled to purchase one common share for
every five rights held. If fully subscribed, the Rights Offering
is expected to raise net proceeds (after estimated transaction
costs of approximately $0.45 million) of $21.9 million. All of the
net proceeds of the Rights Offering will be used to repay the
Bridge Loan, with the exception of $12 million, $4 million of
which will be used to repay the CanFund Bridge Note and $8.0
million which will be used for working capital purposes, subject
to certain conditions. The Rights Offering is subject to
shareholder approval of the waiver of the Company's shareholder
protection rights plan to the transaction. CanFund has provided to
the Company a stand-by commitment in respect of the Rights
Offering, whereby it has agreed to acquire all common shares
issuable on the exercise of rights not otherwise exercised,
subject to certain conditions.

In the event the Rights Offering is not fully subscribed, the
Company has arranged for contingency financing from Lime Rock and
CanFund by way of Subordinated Debt Financing. The Company will
issue debentures in equal parts to each of Lime Rock and CanFund
in an amount equal to the amount by which the Rights Offering is
undersubscribed up to a maximum of $20 million. The Subordinated
Debentures will bear interest at 12% per annum, payable quarterly.
The principal amount owing under the Subordinated Debentures will
be payable, on account of the Subordinated Debenture issued to
Lime Rock, on the date that is five years and one week after the
issuance thereof and, on the account of the Subordinated Debenture
issued to CanFund, on the date that is one year after the issuance
thereof. The amounts owing under the Subordinated Debentures will
be guaranteed by certain subsidiaries of the Corporation. Such
guarantees will be subordinate to any guarantees provided in
connection with the Company's Credit Facilities and the Bridge
Note.

In conjunction with the refinancing plans discussed above,
effective June 30, 2003, the Company entered into a loan extension
agreement with its Canadian senior bank lenders. Under the terms
of this agreement, the lenders have agreed to extend the Company's
credit facilities to June 30, 2004, provided that certain
conditions are satisfied, including the completion of the
refinancing plan. All amounts owing under the Company's Credit
Facilities to its Canadian senior bank lenders are now due and
payable on June 30, 2004, with the exception of the Bridge Loan,
which is due on March 31, 2004. Pursuant to the loan extension
agreement, there are certain conditions, which may require earlier
repayment. Subject to the terms of the agreement, all amounts
owing under the credit facilities will bear interest at prime plus
4.25%. Under the terms of its previous loan agreement, the Company
was in violation of certain financial covenants as at June 30,
2003. Under this new agreement, the Company is no longer in
violation of any financial covenants.

The Company's continued existence is dependent upon its ability to
complete its refinancing plans and to restore and maintain
profitable operations. Although all parties are committed to
completion of the refinancing transactions, no assurance can be
given that they will be completed.

Once the above refinancing plans are completed, the Company's
expects that its financial stability will be restored, returning
the Company to normal operations and growth.

                         Contingencies

The Canada Customs and Revenue Agency is auditing certain of the
Company's transfer pricing methodologies for the fiscal years 1996
to 2002. The Company anticipates that this matter will go before
competent authority, comprised of representatives of the CCRA and
the Internal Revenue Service of the United States. During the
period ended June 30, 2003 transfer pricing discussions with CCRA
continued. Due to the nature of the matter, the amount of the
loss, if any, cannot be reasonably estimated and therefore no
amounts have been accrued in these financial statements.
Management now estimates the maximum after-tax charge resulting
from the most negative outcome on resolution of this matter could
be up to $7 million. Management anticipates that any assessment
issued by CCRA, would be partially offset by as much as $2.5
million, by credits in other tax jurisdictions. At December 31,
2002, the Company had loss carry forwards available, which could
be used to reduce the cash impact of any assessment by
approximately $1.2 million. Management will continue to work with
its advisors to resolve this issue.

                           Outlook

The steps taken by the Company's Board of Directors demonstrate a
strong commitment to return the Company to financial health. The
Board and management will continue to review the Company's
operations in order to improve the future profitability of the
Company.

It is expected that the Company will continue to incur additional
professional fees and increased interest costs in the third
quarter of 2003. However, after the completion of both the private
placement and the rights offering, management anticipates these
costs to return to historical levels for the balance of the year.
As well, once these financial issues have been dealt with, this
should allow the Board and management to refocus their efforts on
strengthening the operations of the Company.

We will also continue to focus on increasing utilization of
existing downhole tools and inventory. Due to the slowdown in some
the Company's South American markets, downhole tools and inventory
are being shifted to more active markets.

With the recent increase in drilling activity in many of the
Company's markets, we are encouraged about the prospects for the
balance of 2003 and into 2004. Upon completion of the Company's
restructuring plans, its financial structure should be well
positioned to take advantage of any opportunities that may arise
during this business cycle.


NRG ENERGY: NRG McClain LLC's Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: NRG McClain LLC
        901 Marquette Avenue
        Minneapolis, Minneapolis 55402-2165
        dba McClain
        dba Duke Energy McClain, L.L.C.

Bankruptcy Case No.: 03-15205

Type of Business: The Debtor is an affiliate of NRG Energy Inc.

Chapter 11 Petition Date: August 19, 2003

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtors' Counsel: Matthew Allen Cantor, Esq.
                  Kirkland & Ellis LLP
                  153 East 53rd Street
                  39th Floor
                  New York, NY 10022-4675
                  Tel: 212-446-4846
                  Fax: 212-449-4900

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


PANGEO PHARMA: Canadian Court Okays NHP Sale to Jamieson Labs
-------------------------------------------------------------
PanGeo Pharma Inc. announced that the Quebec Superior Court has
approved the sale of its natural health products business to
Jamieson Laboratories Ltd. and made an order transferring the
assets related to the NHP business to Jamieson Laboratories free
and clear of the claims of PanGeo Pharma's creditors. The
transaction is expected to close this week and the proceeds from
the sale of the NHP business will be used by PanGeo Pharma to pay
down its loan from National Bank of Canada.

As part of the transaction Jamieson Laboratories will acquire
PanGeo Pharma's "Quest" and "Wampole" branded vitamin and herbal
lines. The transaction includes the accounts receivable,
intellectual property, inventory related the NHP business and the
associated manufacturing operations in Vancouver, Canada. Jamieson
Laboratories has also committed to hire 135 of PanGeo Pharma's
employees and will assume certain of PanGeo Pharma's real property
lease obligations. PanGeo Pharma has been granted a three year
license to use the "Wampole" trade-mark in connection with the
company's over-the-counter products.

PanGeo Pharma -- http://www.pangeopharma.com-- is a specialty  
pharmaceutical company with core competencies in pharmaceutical
manufacturing and marketing. The company manufactures and supplies
a range of specialty pharmaceutical products and services to
Canadian and international markets.

On July 10, 2003 PanGeo Pharma filed for and obtained protection
under the Companies' Creditors Arrangement Act (Canada) in order
to facilitate restructuring efforts. On August 6, 2003 the
protection afforded to the company was extended until August 29,
2003. The sale of the NHP business is the first stage of the
company's restructuring and PanGeo Pharma is confident that, after
disposing of certain surplus assets, it will be able to effect an
operational and financial restructuring that will enable it to
continue to operate as a going concern on a reduced basis for the
benefit of its unsecured trade creditors, employees and other
stakeholders. National Bank, PanGeo Pharma's primary lender,
continues to be supportive of the company's restructuring efforts.


P-COM: Receives Orders for Point-to-Point Radios Totaling $1.1MM
----------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecom products and services, has received $1.1 million
in orders for its point-to-point radios for deployment in China.

The orders are for P-Com's Encore and Tel-Link products and follow
the announcement of similar orders on July 31, when P-Com
announced orders for $1.4 million for its point-to-point products
for deployment in China.

Over the past 12 months, P-Com has received $3.8 million in orders
for its point-to-point products for deployment in China.

"Our success in China is the result of our reputation for building
quality products, as well as the strength of our distribution
network in Asia," said P-Com Chairman George Roberts. "We will
remain focused on fast-growing markets such as Asia, and we expect
to generate additional business from the region in the second half
of 2003."

Tel-Link Encore is P-Com's advanced point-to-point microwave
radio, providing capacities from low speed through high speed in
the same unit. P-Com's Tel-Link product provides high capacity
communications to facilitate voice, data, Internet and video
connectivity.

P-Com, Inc. develops, manufactures, and markets point-to-point,
spread spectrum and point-to-multipoint, wireless access systems
to the worldwide telecommunications market. P-Com broadband
wireless access systems are designed to satisfy the high-speed,
integrated network requirements of Internet access associated with
Business to Business and E-Commerce business processes. Cellular
and personal communications service (PCS) providers utilize P-Com
point-to-point systems to provide backhaul between base stations
and mobile switching centers. Government, utility, and business
entities use P-Com systems in public and private network
applications. For more information visit www.p-com.com or call
408-866-3660.

P-Com, Inc.'s June 30, 2003 balance sheet show a working capital
deficit of about $34 million, and a total shareholders' equity
deficit of about $30 million.


PETSI INC: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: PETSI Inc
        5711 Schumier
        Houston, Texas 77048

Bankruptcy Case No.: 03-41757

Type of Business: PETSI specializes in the manufacture of
                  fluidized bed catalyst activators for the
                  petrochemical process plant industry

Chapter 11 Petition Date: August 18, 2003

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: James R. Clark, Esq.
                  James R. Clark & Associates, P.C.
                  4545 Mt Vernon
                  Houston, TX 77006
                  Tel: 713-532-1300
                  Fax: 713-532-5505

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Chevron-Phillips Chemical   Unsecured Claim           $351,891
Co.
c/o Beirne Maynard & Parsons
LLP
Attn: Allyson L. Mihalock
1300 Post Oak Blvd
25th Floor
Houston, TX 77056

H T Lily Inc.               Unsecured Claim           $351,891  
c/o Gaughan & Stone
Attn: Christina Stone
2500 Tanglewide
Suite 222
Houston, Texas 77063

Southwest Business          Unsecured Claim             $5,250  

American Express            Unsecured Claim             $2,465

United Welding              Unsecured Claim               $495           

Reed-Young Co. Inc.         Unsecured Claim               $360   

CW Rod Tool Co. LP          Unsecured Claim                $71

Swisher Hygiene             Unsecured Claim                $64

Pearland Standard           Unsecured Claim                $30          

Avaya, Inc.                 Unsecured Claim                $26    


PG&E NATIONAL: Court Okays Foley Hoag as USGen's Special Counsel
----------------------------------------------------------------
USGen New England Inc. needs lawyers to prosecute its interest in
environmental, labor, real property, state regulatory, commercial
litigation, tax, and patent matters.  Accordingly, USGen sought
and obtained the Court's permission to employ Foley Hoag LLP as
Special Counsel pursuant to Section 327(e) of the Bankruptcy
Code.

Mary Beth Gentleman, Esq., a member of Foley Hoag, relates that
before USGen's Chapter 11 filing, Foley Hoag advised and
represented the Debtor for six years on environmental, labor,
real property, state regulatory, commercial litigation, tax and
patent matters including:

   * renewal of and compliance with all environmental permits and
     approvals for generating stations owned by the Debtor in New
     England;

   * real estate acquisitions and sales;

   * property valuation advice and litigation;

   * state public utility commission; and

   * labor and employment.

As a consequence of Foley Hoag's prepetition representation, the
Debtor believes that the firm is both well qualified and uniquely
able to represent in its Chapter 11 case in a most efficient and
timely manner.  John Lucian, Esq., at Blank Rome LLP, in
Baltimore, Maryland, asserts that were USGen required to employ
attorneys other than Foley Hoag in connection with the prosecution
of these particular matters, USGen, its estate and all parties-in-
interest would be unduly prejudiced by the time and expense
necessarily attendant to the attorneys' familiarization with the
intricacies and history of these matters.

USGen will compensate Foley Hoag on an hourly basis, and will
reimburse the firm of actual and necessary expenses incurred.  At
present, Foley Hoag's standard hourly rates are:

                Partners              $330 - 575
                Associates             195 - 365
                Legal Assistants       120 - 195

During the 90-day period before the Petition Date, Foley Hoag
received $1,519,700 from the Debtor as compensation for
professional services performed.  Moreover, Foley Hoag is
currently owed less than $37,000 for fees and expenses between
July 1, 2003 and the Petition Date for which it was unable to
render a bill prepetition.  Foley Hoag is also currently holding
a $37,000 retainer.  Judge Mannes rules that any prepetition
claim by Foley Hoag against USGen for unpaid legal fees and
expenses is waived, and the $37,000 retainer will be applied to
postpetition fees and expenses.

According to Mr. Lucian, Foley Hoag's employment under a general
retainer is appropriate and necessary to enable the Debtor to
faithfully execute their duties as debtor and debtor-in-
possession and to implement their restructuring.

Ms. Gentleman attests that no Foley Hoag member or associate
represents any interest adverse to the Debtor or its estates.  
Ms. Gentleman further discloses that Foley Hoag does not
currently represent any of USGen's creditors. (PG&E National
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


PILLOWTEX CORP: Honoring Up to $4.9 Million in Prepetition Taxes
----------------------------------------------------------------
Pursuant to Sections 105(a), 363(b) and 507(a) of the Bankruptcy
Code, Pillowtex Corporation and its debtor-affiliates seek the
Court's authority to pay:

    (a) prepetition sales and use taxes arising from their
        operations, owed to various taxing authorities;

    (b) withholding taxes from employee pay;

    (c) certain ad valorem taxes on real and personal property
        that, under applicable law, are or will become secured by
        valid and perfected liens on the Debtors' property; and

    (d) penalties and interest, if any, accrued on them to
        various taxing authorities during the orderly liquidation
        of their businesses, as the payments become due.

The Debtors estimate that the aggregate prepetition amount
outstanding on account of these Taxes is $4,900,000.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, relates that in connection with
the normal operation of their businesses, the Debtors incur sales
and use taxes to the Taxing Authorities.  Prior to the Petition
Date, the Debtors estimate that $150,000 of these tax obligations
were generated, which taxes have not yet been paid to the
applicable Taxing Authorities.  The Debtors also withhold
payments from Employees' paychecks on account of various federal,
state and local income, Federal Insurance Contributions Act and
other withholding taxes.  The Debtors estimate that the amount of
these withholdings that have not yet been remitted to the
applicable Taxing Authorities aggregates $800,000.

In addition, the Debtors are required to make payments
periodically for certain ad valorem taxes on personal and real
property.  Mr. Sudell explains that there is a lag time between
the time when the Debtors incur the obligations to pay the Taxes
and the date when payment of each Tax is due.  Therefore, various
Taxing Authorities may have claims against the Debtors for the
Taxes that are accrued and owing, but unpaid, as of the Petition
Date.  The Debtors estimate that $3,950,000 of these accrued and
unpaid obligations are outstanding as of the Petition Date.

The Debtors believe that many of the Taxes, which the Debtors
seek the Court's authority to pay, constitute so-called "trust
fund" taxes, which must be collected from third parties,
including employees, and held in trust for payment to the
appropriate taxing authority.  The Debtors do not have any
equitable interest in the trust fund taxes that they collect.
Thus, the Court should authorize the Debtors to pay these taxes
to the various Taxing Authorities as they become due.

"Although the ad valorem property taxes may not be trust fund
taxes, the Debtors submit that it is important that they be paid
as well," Mr. Sudell remarks.  To the extent that these ad
valorem taxes are not paid, the various Taxing Authorities may
impose liens on the Debtors' property.  Any liens will make it
difficult to sell the Debtors' assets as part of the orderly
liquidation of their businesses to willing buyers.

For similar reasons, the Debtors seek the Court's authority to
continue making payments to three [unnamed] counties, which
reached a settlement with the Debtors permitting them to pay
accrued property taxes pursuant to a deferred payout plan.  The
counties retained their rights to impose liens on the Debtors'
property should the Debtors fail to make payments pursuant to the
deferred payment schedule.  As of the Petition Date, the Debtors
owe the three counties $1,400,000, which is scheduled to be paid
out over the next 48 months.

Mr. Sudell asserts that the Taxes are entitled to priority status
pursuant to Section 507(a)(8) of the Bankruptcy Code and must be
paid in full under any plan of reorganization or liquidation.
Otherwise, some, if not all, of the Taxing Authorities may audit
the Debtors if the Taxes are not paid on time.  These audits will
needlessly divert the Debtors' attention away from the
liquidation process and diminish their estates.  Moreover, the
Taxing Authorities may impose penalties for late payment
including, but not limited to, significant interest charges.

Furthermore, in many jurisdictions, which have laws providing
that certain taxes constitute "trust fund" taxes, officers and
directors of the collecting entity may be held personally liable
for their payments.  Mr. Sudell notes that any potential lawsuits
would prove extremely distracting for the Debtors, its officers
and directors whose attention to the Debtors' liquidation process
is required, and for the Court, which might be asked to entertain
various motions seeking injunctions with respect to the potential
state court actions.  The possibility of these distractions
should be eliminated.

According to Mr. Sudell, the Debtors made their best efforts to
pay most of the sales and use taxes in full prior to the Petition
Date.  Thus, the Debtors hope that there will be only small
amounts owing on account of prepetition sales and use taxes.
Nevertheless, the Debtors do not know what portion of the checks
remitted to the Taxing Authorities cleared prior to the Petition
Date.

The Debtors anticipate access to sufficient debtor-in-possession
financing to pay promptly all of their remaining obligations for
the Taxes in the ordinary course of their businesses.

The Debtors further request that all applicable banks and other
financial institutions be authorized and directed to receive,
process, honor and pay any and all checks drawn on the Debtors'
accounts to pay the prepetition Taxes, whether the checks were
presented prior to or after the Petition Date, provided only that
sufficient funds are available in the applicable accounts to
cover the payments.  The Debtors can readily identify each of
these checks by using the "Encore" processing system provided by
Bank of America, N.A.

Mr. Sudell clarifies that contingent or unliquidated tax amounts
are not included in the Debtors' estimate.

                         *     *     *

Judge Walsh grants the Debtors' request to pay their prepetition
taxes, in their sole discretion. (Pillowtex Bankruptcy News, Issue
No. 48; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PNC COMM'L: Fitch Affirms Low-B & Junk Ratings on 7 Note Classes
----------------------------------------------------------------
Fitch Ratings affirms PNC Commercial Mortgage Acceptance Corp.'s
commercial mortgage pass-through certificates, series 2000-C1 as
follows:

        -- $119.7 million class A-1 'AAA';
        -- $460.7 million class A-2 'AAA';
        -- Interest only class X 'AAA';
        -- $34 million class B 'AA';
        -- $34 million class C 'A';
        -- $10 million class D 'A-';
        -- $26 million class E 'BBB';
        -- $12 million class F 'BBB-';
        -- $12 million class G 'BB+';
        -- $18 million class H 'BB';
        -- $8 million class J 'BB-';
        -- $7 million class K 'B+';
        -- $8 million class L 'B';
        -- $7 million class M 'B-';
        -- $4 million class N 'CCC'.

Fitch does not rate the $6.7 million class O. The rating
affirmations follow Fitch's annual review of this transaction,
which closed in June 2000.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing.

Midland Loan Services, the master servicer, provided year-end 2002
operating statements for 90% of the pool. The YE 2002 weighted
average debt service coverage ratio remains stable at 1.51 times,
compared to 1.47x at issuance and 1.53x as of YE 2001 for the same
loans.

Ten loans (3.8%) are currently specially serviced, three (1.2%) of
which Fitch expect to result in losses. These include two cross-
collateralized and cross-defaulted pools, each with two loans. In
both pools, one loan has expected losses, while the other loan is
performing. The first crossed group (1.6%) is secured by single
tenant industrial properties in Santa Clara, CA. The tenant at one
of the properties filed bankruptcy and vacated. The second crossed
group (0.7%) consists of stand alone Kmart stores. Kmart has
rejected one lease (0.3%), and the borrower has filed bankruptcy.

As of the July 2003 distribution date, the pool's aggregate
principal balance has been reduced by 4%, to $767.4 million from
$801 million at issuance.

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


PRIMEDIA INC: Appoints Martin E. Maleska CEO of B2B Group
---------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM), the leading targeted media company, has
appointed media industry veteran Martin E. Maleska, 59, as CEO of
PRIMEDIA's B2B Group, which includes PRIMEDIA Business Magazines &
Media, PRIMEDIA Workplace Learning and Federal Sources, Inc.

In his role as CEO of the PRIMEDIA B2B Group, Mr. Maleska will
capitalize on his experience building successful B2B media brands
across a number of business sectors, including marketing
information systems, healthcare, educational and legal and will
focus on creating growth opportunities, generating organic revenue
and driving profitability across the company's portfolio of
specialized media properties. Mr. Maleska will report to Charles
G. McCurdy, who had been overseeing the B2B Group as well as
serving as Interim CEO of PRIMEDIA.

"Martin has a deep understanding of how to negotiate the
challenges that are unique to the business-to-business media
environment," said Charles McCurdy, Interim CEO, PRIMEDIA. "While
we were colleagues at Macmillan, I was impressed by his ability to
build businesses and drive organic revenue growth. He has a keen
ability to look both broadly at the market and focus on specific
aspects of a business to achieve business objectives. I am even
more convinced of those skills today and am confident of his
ability to build the B2B business and expand its role in growth
markets across the media spectrum."

Mr. McCurdy continued, "Without a doubt, today's economic climate
has placed additional challenges in front of us. As we navigate
through the middle of this business cycle and continue to focus
our business, I am confident that Martin can capitalize on the
many improvements we have already made and further accelerate our
positioning as the leading provider of targeted business-to-
business products and services."

Mr. Maleska added, "After a period of significant reorganization,
the Primedia B2B Group is poised to achieve growth. The company
has been able to retain a cadre of talented people. Now by putting
customers first and innovatively meeting the needs of the markets
it serves, I believe that each company can further build on their
position as industry leaders."

Mr. Maleska joins PRIMEDIA from Veronis Suhler Stevenson, a
leading independent merchant bank dedicated to the media,
communications and information industries, where he was Managing
Director, Business Information Services; Magazines & Exhibitions
and a Principal, VS&A Communications Partners III, LPAs. Prior to
his tenure at VSS, Mr. Maleska was President of Simon & Schuster's
International and Business Professional Group where he helped the
group realize a significant and positive impact on its
international revenue and domestic profits. Mr. Maleska's notable
career in publishing began at Macmillan Inc. where he held a
number of positions and ultimately served as a Senior Vice
President. While at Macmillan, he was tasked with overseeing all
professional publishing activities and promoting the long-term
health of its numerous trade publications, including the
publications of Intertec Publishing, which are now part of
PRIMEDIA Business Magazines and Media. He served as the Chairman
of Intertec when it was owned by Macmillan, then privately held
and ultimately acquired by PRIMEDIA. Mr. Maleska earned a BS in
Chemistry from Fordham University and an MBA in Finance from New
York University.

PRIMEDIA (S&P, B Corporate Credit Rating, Stable) is the leading
targeted media company in the United States, with positions in
consumer and business-to-business markets. Our properties deliver
content via print as well as video, the Internet and live events
and offer highly effective advertising and marketing solutions in
some of the most sought after niche markets. With 2002 sales from
continuing businesses of $1.5 billion, PRIMEDIA is the #1 special
interest magazine publisher in the U.S. with more than 250 titles.
Our well known brands include Motor Trend, Automobile, New York,
Fly Fisherman, Power & Motoryacht, Creating Keepsakes, Ward's Auto
World, and Registered Rep. The company is also the #1 publisher
and distributor of free consumer guides, including Apartment
Guides. PRIMEDIA Television's leading brand is the Channel One
Network and About is one of the largest sources of original
content on the Internet. PRIMEDIA's stock symbol is: NYSE: PRM.


PROLOGIC MANAGEMENT: Lacks Capital Resources to Continue Ops.
-------------------------------------------------------------
Prologic Management Systems provides systems integration services,
maintenance services, technology products and related services.
The Company's services include systems integration, maintenance
services, and national and regional support in Internet and
intranet application and framework design, enterprise and
workgroup client/server design and optimization, relational
database development, LAN/WAN and workgroup solutions, network
design and connectivity, and security and encryption design and
deployment.

Net loss for the quarter ended June 30, 2003 was $26,850 compared
to a loss of $412,047 for the same period of the previous year.
The net loss improvement resulted from a favorable change in the
sales mix toward increased revenues from sales of higher margin
services and software licenses in the first quarter of fiscal
2004.

At June 30, 2003 the Company had a working capital deficit of
approximately $4,300,000 versus a deficit of approximately
$4,401,000 at March 31, 2003. As a result of the working capital
deficit at March 31, 2003 (the Company's fiscal year end), the
Company's independent certified public accountants have expressed
substantial doubt about the Company's ability to continue as a
going concern. The total cash balance at June 30, 2003 was
$32,631.

At June 30, 2003, the Company had current debt obligations, or
debt that will become due within twelve months, of $2,137,298. It
is unlikely that the Company will be able to service this debt
from funds generated by operations alone. As a result, the Company
will require additional equity, debt financing, or deferment of
debt repayment to maintain current operations and service current
debt.

Historically the Company has been unable to generate sufficient
internal cash flows to support operations, and has been dependent
upon outside capital sources to supplement cash flow. New equity
investments, lines of credit and other borrowings, and credit
granted by its suppliers have enabled the Company to sustain
operations over the past several years. In August 1998, the
Company had failed to meet the "continued listing criteria"
established by NASDAQ and the Company's securities were delisted
from the NASDAQ Small Cap Market. The subsequent lack of
shareholder liquidity in the Company's securities has materially
adversely affected the Company's ability to attract equity
capital. Additionally, the lack of capital resources has precluded
the Company from effectively executing its strategic business
plan. The ability to raise capital and maintain credit sources is
critical to the continued viability of the Company.


QWEST COMMS: Will Publish Second Quarter Results on September 3
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) will release
second quarter 2003 earnings and operational highlights on
Wednesday, September 3, 2003, at approximately 7:00 a.m. EDT.

Qwest will host a conference call September 3, 2003, at 9:00 a.m.
EDT. The call will feature Richard C. Notebaert, chairman and CEO,
and Oren G. Shaffer, vice chairman and CFO, who will provide the
company's perspective on second quarter operational results.

"We have made significant progress towards completion of our
restatement analysis," said Shaffer. "Onsite audit work is
substantially complete, and we are now in final preparation and
review of our filing, which will include communications with the
SEC. We are pleased with our second quarter operational results,
and remain on track to meet our previously stated financial
outlook for 2003."

You may access a webcast (live and replay) of the conference call
at http://www.qwest.com/about/investor/meetings

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 50,000-plus employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, visit the Qwest Web site at http://www.qwest.com  


RAVEN MOON: Extends Share Dividend Record Date to September 19
--------------------------------------------------------------
Raven Moon Entertainment, Inc.'s  (OTC Bulletin Board: RVNM) has
extended the record date for Raven Moon shareholders to receive
the previously announced 1 for 1 stock dividend for all
shareholders of record from August 20, 2003 to September 19th,
2003.

The Board has elected to extend the record date for the dividend
based upon the adjournment of this past Friday's shareholder
meeting.  The August 15, 2003 shareholder meeting was adjourned
because of the power blackout in New York City and New Jersey
which prevented the tabulation of electronic votes by ADP to
account for a Quorum.  Therefore, Raven Moon will reschedule the
shareholder meeting for September 12, 2003.  Raven Moon will
retain the votes from all shareholders who voted and will only
need to obtain votes from those shareholders who did not vote and
the votes from those shareholders whom ADP was unable to process.

The 1 for 1 stock dividend for all shareholders of record as of
September 19th, 2003 is based upon shareholder approval to
increase the authorized share total at the September 12
shareholder meeting.  The distribution date for the shareholder
dividend will be October 1, 2003.

Raven Moon is encouraging its shareholders to attend the annual
shareholder meeting or fax their proxies directly to ADP (631)
254-7760.  For more information please contact 407-877-5952.

                         *     *     *

Raven Moon Entertainment's March 31, 2003 balance sheet shows a
$42 total shareholders' equity deficit.

In its Form 10-QSB for the quarter ended March 31, 2003, the
Company reported:

"The Company is currently working to establish the following lines
of business:

                 Home Video and Television Productions
                 Internet Retail Sales
                 Music CDs
                 Plush Toys

"The [Company's] financial statements are prepared on a going
concern basis which assumes that the Company will be able to
realize assets and discharge liabilities in the normal course of
business. Accordingly, it does not give effect to adjustments, if
any, that would be necessary should the Company be unable to
continue as a going concern and therefore be required to realize
assets and liquidate its liabilities, contingent obligations and
commitments in other than the normal course of business and the
amounts which may be different from those shown in these financial
statements. The ability to continue as a going concern is
dependent on its ability to:

          Obtain additional debt and equity financing.
          Generate profitable operations in the future.

"The Company has initiated several actions to generate working
capital; and improve operating performances, including equity and
debt financing and cost reduction measures. There can be no
assurance that the company will be able to successfully implement
its plan, or if successfully implemented the Company will achieve
its goals. Furthermore, if the Company is unable to raise
additional funds it may be required to reduce its workforce,
reduce compensation levels, reduce dependency on outside
consultants, modify its growth and operating plans, and even be
forced to terminate operations completely."


ROWECOM: Claim Traders Offer Unsecured Creditors 6.25% to 12.5%
---------------------------------------------------------------
Libraries across the country report that three claim traders are
offering cash for claims against RoweCom, Inc.  ASM Capital
Advisors, LLC, is offering unsecured creditors 6.25% and Liquidity
Solutions, Inc., is offering 12.5%.  Argo Partners, reportedly, is
extending offers in between its competitors' offers.  

"I would guess that we're not expecting any recovery against
Rowecom, so $825 is better than nothing [for our $6,600 claim],"
one Arizona law librarian said, commenting on Liquidity Solutions'
offer.  

"We received a similar offer," a Maryland county librarian says.  
"My guess is that the investors assume they will get at least the
amount they have offered," the librarian speculates.  

"We are a small public library in Iowa and, yes, we received the
same offer," another librarian relates.  "I've put the question
out to my Board of Directors as to what we should do.  Our claim
was $1,500 and they offered $185.  My thought is to wait and see
what happens."

An Ohio librarian notes that buried in the fine print in these
offers is a representation that the acceptor has "adequate
information concerning the business and financial condition of the
debtor and the status of the proceedings.  "I don't think I could
affirm that," he says.

RoweCom has filed an action against divine, Inc., asserting claims
for fraudulent transfers, preferences, fraudulent inducement,
negligent misrepresentation, unjust enrichment and piercing the
corporate veil.  A copy of the divine Complaint can be reviewed at
http://www.kccllc.net/rowecom(click on Court Documents, click on  
Adversary Complaint, RoweCom, Inc. v. divine, inc., Case 03-1028).  

"The Committee believes that individual creditors of RoweCom may
also have claims against the divine debtors under various theories
of liability, including some of those asserted by RoweCom against
divine," Christopher J. Panos, Esq., at CRAIG AND MACAULEY,
representing the Official Committee of Unsecured Creditors in the
pending chapter 11 case of RoweCom, Inc., Case No. 03-10668-JNF
(Bankr. D. Mass), relates.  Craig and Macauley is in the process
of preparing and filing on behalf of the Committee a class proof
of claim against the divine debtors, asserting claims for damages
under some of the theories set forth in the divine Complaint.
"There is no assurance, however, that the class proofs of claim
will be allowed, that any class will be certified by the
Bankruptcy Court, or that any class that may be certified by the
Bankruptcy Court will include the claim of any particular
creditor. Individual creditors should therefore not rely upon the
Committee or this firm to assert any rights or claims they may
have against the divine debtors," Mr. Panos stresses.  


SEROLOGICALS CORP: S&P Affirms & Assigns Low-B Level Ratings
------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'BB-' senior secured ratings and assigned its 'B-'
rating to Serologicals Corporation's proposed $110 million
convertible senior subordinated debentures due 2033. The outlook
is stable.

"The low, speculative-grade ratings reflect Serologicals Corp.'s
acquisitive growth model and niche markets," said Standard &
Poor's credit analyst David Lugg. Atlanta, Georgia-based
Serologicals produces a range of products used by health care
companies to discover and manufacture drugs and diagnostic
products. These range from specialized reagents for basic research
to supplements used in the manufacture of monoclonal antibodies.
The supplements used are attractive both from the standpoint of
the high margins they command and the regulation-imposed high
switching costs faced by their drug company customers. The
research reagent business, meanwhile, is being expanded mostly
through acquisitions. The most recent, the largely debt-financed
$95 million purchase of Chemicon International Inc., was the
second acquisition in less than two years in support of the
reagent business.

However, the company commands a relatively small share of its
markets and competes with larger and better-capitalized companies.
Indeed, the company's original business, the collection of human
blood plasma for use in diagnosis and treatment of various medical
conditions, is being discontinued. This franchise was poorly
situated in an industry increasingly dominated by large,
vertically integrated plasma collectors and fractionators.

Despite an increase in capital spending to expand capacity of its
important EX-CYTE culture media supplement, the company is
expected to readily generate free cash flow. Still, Serologicals'
relatively limited financial resources and ongoing need for
scientific innovation contributes uncertainty to its prospects for
success considering its desire to grow. Adjusting for the Chemicon
purchase, Serologicals' debt burden is moderate, with lease-
adjusted total debt to capital of about 42% and total debt to
EBITDA at 3.1x.


SK GLOBAL: Wants Schedule Filing Deadline Moved to September 8
--------------------------------------------------------------
Albert Togut, Esq., at Togut, Segal & Segal LLP, in New York,
tells Judge Blackshear that SK Global America Inc. needs more time
to file its Schedules of Assets and Liabilities and Statement of
Financial Affairs.  

According to Mr. Togut, the Debtor has over $3,100,000,000 in
liabilities, including loan payables, vendor payables and certain
other unsecured obligations, as well as extensive contractual
relationships.  As an international trading company with several
offices located throughout the United States, annual sales
exceeding $2,600,000,000 and numerous trading partners located in
the United States and abroad, the financial affairs and
contractual relationships of the Debtor are complex and
extensive.

Mr. Togut explains that the Debtor's case is still in its early
stages.  In fact, an official committee of unsecured creditors
has not been formed yet.  Since the Petition Date, the Debtor has
expended substantial time and resources on issues relating to its
orderly transition to operating in a Chapter 11 context.  In
addition to operating its business, the Debtor's personnel and
its professionals have been consumed since the Petition Date with
many issues that have been complex and time-intensive, including:

   (a) continuing negotiations with representatives of the
       Foreign Creditors;

   (b) addressing the issues and concerns raised by the Debtor's
       trading partners, both domestic and foreign, regarding the
       impact of the Chapter 11 process on its trading business;

   (c) addressing the retention of the Debtor's essential
       employees; and

   (d) responding to information requests of the U.S. Trustee and
       other parties-in-interest, including utilities and
       landlords.

Mr. Togut points out that the Debtor is working diligently to
shift to its new status as a debtor-in-possession.  The Debtor's
financial and accounting staff has been fulfilling the many
requests for information and documents required by the Debtor's
professionals for the administration of its bankruptcy case.

As a matter of fact, Mr. Togut says, the Debtor recently filed an
application to employ KPMG LLP as its accountants and financial
advisors to provide assistance in the preparation of the
Schedules and the other financial reporting requirements imposed
upon a debtor-in-possession in Chapter 11.  Mr. Togut anticipates
the retention will be approved in mid-August.  KPMG will
therefore need additional time to assist the Debtor in preparing
the Schedules.

At this juncture, the Debtor calculates that an additional 20-day
extension should provide sufficient time within which it can have
its Schedules prepared and filed.  The accuracy and completeness
of the Schedules will, among other things, allow the Debtor to
send notice of the claims bar date, to be set by the Court, to
the Debtor's creditors on, or shortly after, the filing of the
Schedules.

Pursuant to Rule 1007(c) of the Federal Rules of Bankruptcy
Procedure, the Debtor asks the Court to extend the time for it to
file its Schedules of Assets and Liabilities and Statement of
Financial Affairs to September 8, 2003.  The Debtor discussed its
request with the Foreign Bank Steering Committee and the
Committee does not oppose the extension sought. (SK Global
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SONIC FOUNDRY: Third Quarter Net Loss Doubles to $4.5 Million
-------------------------------------------------------------
Sonic Foundry(R), Inc. (NASDAQ:SOFO), a leading rich media
solutions company, announced results for its third quarter and
first nine months of fiscal 2003. Results demonstrate several
significant activities the company has completed during the last
several months, including the sale of its Services and Software
businesses. They also reflect its newly formed operations.
Revenues, expenses and balance sheet items of the company's
previous Services and Software business have been combined as
discontinued operations and previously reported financial
statements have been restated to reflect the discontinued
operations presentation.

Highlights for the third quarter and first nine months of 2003
include:

-- Third quarter revenues were $343,000, up 96 percent from
   $175,000 reported for the third quarter of last year, and up 57
   percent from $218,000 recorded in the previous second quarter
   of this year. Year-to-date, revenues were $734,000 for the
   first nine months of fiscal 2003, up slightly from $718,000
   reported for the same period one year earlier.

-- For third quarter of fiscal 2003, gross margins were 43 percent
   compared to 46 percent for the same period a year earlier.
   Year-to-date, gross margins were 27 percent for the first nine
   months of fiscal 2003 versus 65 percent for the first nine
   months of 2002. Gross margins last year included a high margin
   custom software development project and sales of the company's
   MediaSite Publisher(TM) rich media content management and
   indexing product to federal agencies. The company expects
   margins to increase based on revenue growth from continued
   market expansion as well as from a mix of new higher margin
   project revenues it expects to realize from federal agencies.

-- Operating expenses were flat quarter-to-quarter at $2.2 million
   for the third quarter of fiscal 2003 compared to $2.1 million
   last year. For the nine-month period, operating expenses
   increased slightly to $6.4 million, versus $5.8 million for the
   same period a year earlier. The increase for the nine-month
   period is a result of facility and other one-time expenses the
   company incurred in connection with disposing of its Services
   and Software businesses and re-focusing its efforts on the rich
   media communications market. The company will continue to focus
   on cost and expense reductions and expects to make significant
   further cuts in its general, administrative and other operating
   costs now that the sales of its Services and Software
   businesses are complete.

-- The company reported a net loss for the third quarter of $4.5
   million, or 16 cents per share, including a net loss of $2.4
   million from discontinued operations. This compares to a net
   loss of $2.5 million, or 9 cents per share, including a net
   loss from discontinued operations of $200,000, for the second
   quarter of 2002. For the nine-month period, the company had a
   net loss of $10.0 million, including a net loss from
   discontinued operations of $3.7 million, versus a loss of $52.8
   million for the first nine months of fiscal 2002, including a
   net loss from discontinued operations of $2.3 million. Prior
   year results also included a $44.7 million non-cash charge to
   reflect a change in accounting principle to write off goodwill.

-- The company continues to build strong market demand and
   interest in its flagship rich media presentation system,
   Mediasite Live(TM), within the education, government and
   corporate enterprise markets. The next generation of Mediasite
   Live is almost complete and contains a number of new
   engineering enhancements based on customer input. It will begin
   shipping in September.

At June 30, 2003, the Company's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$1 million, while net capitalization dwindled to about $8 million
from $18 million as at September 30, 2002.

"We have begun the next chapter of Sonic Foundry's story,"
explained Rimas Buinevicius, chairman and CEO of Sonic Foundry.
"Our recent objectives have been met and allowed us to strengthen
the balance sheet while simultaneously positioning the company
toward a strategic focus in rich media communications. We have the
cash, the management team, proven technology, a market ripe for
growth and a group of talented people to execute our vision and
build long-term shareholder value for our investors."

Founded in 1991, Sonic Foundry (NASDAQ: SOFO) has positioned
itself as a provider of rich media communications technology for
the enterprise. The company's integrated Webcasting and Web
presentation solutions are trusted by Fortune 500 companies,
education institutions and government agencies for a variety of
critical communication needs. Sonic Foundry is based in Madison,
Wis. For more information about Sonic Foundry, visit the company's
Web site at http://www.sonicfoundry.com  


SPECIAL METALS: Reaches 5-Year Labor Agreements with IAM & USWA
---------------------------------------------------------------
Special Metals Corporation (SMCXQ.PK) and the International
Association of Machinists and Aerospace Workers have reached
agreement on the terms of new five-year collective bargaining
agreements for Special Metals' manufacturing facility in New
Hartford, New York and Princeton, Kentucky. Two of the agreements,
covering maintenance and production employees as well as
production support technicians at New Hartford, NY, were ratified
by members of the IAM's Local Lodge 2310 on Thursday, August 14,
2003. A third agreement, covering employees at the Company's
facility in Princeton, KY was ratified by the IAM Local Lodge 2507
membership on Monday, August 18, 2003.

Additionally, on August 8, 2003, the memberships of Local Nos.
7153 and 2693A of the United Steelworkers of America approved new
five-year contracts for the Company's manufacturing facilities in
Burnaugh, Kentucky and Dunkirk, New York. While the Local No. 40
membership at the Company's Huntington, West Virginia facility did
not vote in favor of the new labor agreement on August 8, the
Company continues to support the USWA's efforts to reach a quick
resolution of this matter.

"The approval and implementation of new collective bargaining
agreements are a critical component of the Company's Plan of
Reorganization," said Special Metals Chief Operating and
Restructuring Officer, Dennis L. Wanlass. "We are pleased that the
union workers at these facilities have supported the Company in
reaching its goal of emerging from the Chapter 11 reorganization
process as a financially sound and viable entity."

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically demanding
industries and applications, including: aerospace, power
generation, chemical processing, and oil exploration. Through its
10 U.S. and European production facilities and a global
distribution network, Special Metals supplies over 5,000 customers
and every major world market for high-performance nickel-based
alloys.

Special Metals filed for Chapter 11 protection on March 27, 2002,
in the U.S. Bankruptcy Court for the Eastern District of Kentucky
in Lexington (Bankr. Case No. 02-10335).


SPIEGEL INC: Asks Court to Fix Payment Protections to Utilities
---------------------------------------------------------------
Pursuant to the Court-approved procedures by which The Spiegel
Debtors would provide adequate assurance of payment, utility
companies seeking additional adequate assurance from the Debtors
in the form of a deposit or other security were required to make a
request in writing so that it was received by the Debtors on or
before May 5, 2003.  The Procedures Order prescribed a 60-day
negotiation period for the Debtors to resolve timely requests for
adequate assurance.  If no agreement could be reached within this
period, the Debtors are required to file a request for
determination of adequate assurance of payment.  The latest
possible date for resolution of a timely request for adequate
assurance was July 7, 2003.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New York,
reports that the Debtors received 37 timely requests for
additional adequate assurance and in each case, with limited
exceptions, the Utility Company requested adequate assurance in
the form of a security deposit.

On June 12, 2003, the Court ruled on AT&T Corp.'s request for
adequate payment assurance.  The AT&T Adequate Assurance Order
provides that AT&T will not alter, refuse or discontinue service
to, or discriminate against the Debtors solely on the basis of
the Chapter 11 cases or on account of any unpaid invoice for its
prepetition services.  The AT&T Adequate Assurance Order also
provides certain protections to AT&T.

The Debtors have attempted to resolve each of the Adequate
Assurance Requests with the Utility Companies by offering each of
them the same adequate assurance protections provided to AT&T.  
The Debtors have received responses from nine utility companies
-- two of which have accepted the proposal, four have requested
specific changes to the proposal, and three have withdrawn their
requests for additional adequate assurance.

1. Georgia Power Company

   Georgia Power agreed to the same adequate assurance
   protections to be provided to AT&T with these modifications:

   A. Administrative Expense Priority for Postpetition Services
   
      Georgia Power wants to be accorded administrative expense
      priority status under Section 507(a) of the Bankruptcy Code
      in addition to Section 503(b).  It also wants all claims
      for postpetition services deemed allowed.

   B. Expedited Payment for Postpetition Services

      For the invoices the Debtors generated after adequate
      assurance is granted, Georgia Power wants the Debtors to
      pay any of the invoices' undisputed portion by their due
      date.  Conversely, the Debtors offer to pay the invoices
      within five business days after receipt.

   C. Expedited Default Procedures

      The Debtors offered that in the event of a default of
      payment, Georgia Power may serve, by facsimile, notice of
      such default on the Debtors and their counsel.  If the
      payment of the undisputed amount is not made by wire
      transfer or similar good federal funds within five business
      days of the date of the notice, Georgia Power may seek, by
      an Order to Show Cause, an order requiring immediate
      payment.  The Debtors will have three business days to
      object.

      Georgia Power wants this provision replaced in its
      entirety.  Any non-payment for an undisputed invoice not
      received by the Due Date should be declared a default.  If
      such default is not cured by providing with payment by wire
      transfer or similar good federal funds within 10 days of
      the Due Date, Georgia Power will initiate termination
      procedures under its rules and regulations.

      Georgia Power also wants that the Debtors to notify it no
      later than the Due Date regarding any Disputed Charges and
      the basis for the dispute.  Georgia Power wants the Debtors
      to engage in good faith efforts to resolve the Disputed
      Charges.

2. Westar Energy

   Westar rejected the adequate assurance protections the Debtors
   offered on the grounds that it should not have to seek Court
   approval before terminating utility services for non-payment.

3. Alabama Power Company

   The Debtors understand that Alabama Power agreed to the
   adequate assurance protections they offered except for the
   Expedited Default Procedures provisions.  Alabama Power
   requested that in the event of a default of payment, it may
   serve notice of that default on the Debtors and their counsel,
   and if payment of the undisputed amount is not made within
   five business days after the service of notice, it may
   initiate termination procedures rather than seek the Court's
   authority to do so.

4. Pacific Gas & Electric Company

   PG&E has rejected the adequate assurance protections offered
   by the Debtors on the grounds that it should not have to seek
   court approval before terminating utility services for non-
   payment.  PG&E desires to return to the billing and payment
   terms that existed prepetition.  Furthermore, PG&E does not
   wish to receive the financial information offered by the
   Debtors as part of its proposed adequate assurance package.

Mr. Garrity asserts that the Utility Companies are not in a
better position than AT&T to demand adequate assurance under
Section 366 of the Bankruptcy Code.  The Debtors cite as example
that on a monthly basis AT&T invoices $1,200,000 in aggregate
whereas the Utility Companies invoice $550,000 collectively.  Mr.
Garrity adds that while all of the Utility Companies are
important service providers, the level of utility services
provided to them on a monthly basis "pales in comparison with
that provided by AT&T."

Accordingly, the Debtors ask the Court to provide each Utility
Company, including the four Disputing Utilities, with adequate
assurance protections substantially in the same form as those
provided to AT&T, and to deem each Withdrawing Utility as having
received adequate assurance in accordance with the Procedures
Order.

The Debtors will provide these protections to each Utility
Company:

   (a) Administrative Expense Priority for Postpetition Services

       A Utility Company will be granted administrative expense
       priority status under Section 503(b) for services rendered
       to the Debtors after the Petition Date.

   (b) Expedited Payment for Postpetition Services

       For future invoices, the Debtors will pay the undisputed
       portion of any of the invoices, within five business days
       of receipt of the invoices from their third party service
       provider that receives the Utility Company's invoices
       directly.

   (c) Timely Access to Monthly Operating Reports.

       The Debtors will provide copies of their monthly operating
       reports to a Utility Company's representative
       contemporaneously with the submission of the reports to
       the Court and the U.S. Trustee.

   (d) DIP Reports

       The Debtors will provide copies of all financial reporting
       that they are required to make to postpetition secured
       lenders to a Utility Company provided that it executes a
       confidentiality agreement.

   (e) Information Exchange

       The Debtors and each of the Utility Companies will
       exchange contact information for employees with sufficient
       authority to deal with and resolve any disputes regarding
       late or missed postpetition payments.

   (f) Expedited Default Procedures

       In the event of a payment default, a Utility Company may
       serve by facsimile a default notice on the Debtors.  If
       payment of the undisputed amount is not made by wire
       transfer or similar good federal funds within five
       business days of the notice date, the Utility Company may
       seek to require immediate payment, which the Debtors will
       have three business days to object to.

   (g) Expedited Dispute Resolution

       In the event of any dispute between the Debtors and a
       Utility Company regarding postpetition payment of
       obligations not resolved in accordance with the expedited
       dispute resolution procedures, the Court will hear the
       dispute, upon motion, by an Order to Show Cause filed by
       either party, on five business days notice.

   (h) Reconsideration Upon Material Adverse Change

       In the event of a material adverse change with respect to
       the Debtors' "administrative solvency", liquidity or other
       financial condition or with respect to volume and types of
       services a Utility Company is providing to the Debtors,
       the Utility Company may file a motion for reconsideration
       of the adequacy of the proposed adequate assurance,
       including requesting a deposit, letter of credit or
       prepayment for future utility service.

The Debtors explain that their financial position continues to be
strong, thus leaving the Utility Companies with no risk of non-
payment of undisputed bills.  More specifically, the Debtors have
$90,000,000 cash on hand and have no amounts outstanding under
the available postpetition financing facility.  In addition, by
the end of December 2003, the Debtors estimate that cash flow
from operations will be sufficient to fund their obligations.  
Finally, accounts receivable are forecasted to exceed $40,000,000
at all times postpetition.

Given the magnitude of each of the Debtors' potential claims and
the value of the ongoing services to be provided by each Utility
Company, on a postpetition basis, Mr. Garrity emphasizes that the
protections set forth constitute adequate assurance in the
present circumstances. (Spiegel Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


STRONGHOLD TECH.: June 30 Balance Sheet Upside-Down by $2.6 Mil.
----------------------------------------------------------------
Stronghold Technologies, Inc. (OTCBB:SGHT), the developer of
DealerAdvance(TM), an enterprise software system leveraging
wireless technologies for the automotive retail industry,
announced results for the second quarter ended June 30, 2003.

                    Second Quarter Results

Revenue in the second quarter 2003 was $626,779, compared with
revenue of $773,194 in the second quarter 2002. "The impact of the
war with Iraq on the overall economy early in the second quarter
and the completion of restructuring and rebuilding our sales force
during the first half of 2003 impacted revenue and the signing of
new dealership customer contracts in the second quarter," said
Christopher Carey, Chairman and Chief Executive Officer of
Stronghold. "While we pursued our goal to expand our direct sales
network and operational support personnel for coverage of 13 major
cities from nine at the end of 2002, in the second quarter we
segmented our sales force into two regions and replaced several
under-performing business development managers with experienced
industry veterans.

"Thanks to a strong support organization and an industry-leading
value proposition for DealerAdvance(TM), our revitalized sales
force quickly made very encouraging progress. Our customer
pipeline in the third quarter-to-date strongly suggests that our
initiatives to adjust our sales force organization have been
successful."

At June 30, 2003, a total of 55 dealers were using DealerAdvance,
including system installations in 9 new dealerships located in
California, Florida, Maryland, North Carolina, and Texas. In the
second quarter, the Company expanded its customer base to include
its first Kia dealership, and now has installed DealerAdvance(TM)
in dealerships representing 22 major automobile brands.

Gross profit in the second quarter was $349,595, compared to gross
profit of $414,130 in the year-ago quarter. As a percentage of
revenue, gross profit increased 4.1% from 53.6% in the second
quarter 2002 to 55.8% in the same quarter of 2003. This
improvement in gross profit reflects the Company's ability to
control its prices given its premium product offering and
continued efforts to reduce cost of sales. Steps to streamline
costs include the transition to a more reliable, lighter and less
expensive PDA and reductions in fees paid to third-party
information services providers.

Selling, general and administrative (SG&A) expenses were $1.2
million in the second quarter, compared to $1.0 million in the
year-earlier period and $1.1 million in the first quarter 2003.
SG&A expenses were only slightly higher than in the first quarter
as the Company completed its expansion into new markets and
payroll increases for additional sales and marketing staff
stabilized.

The Company's second quarter 2003 loss from operations was
$844,445, compared to a loss of $631,648 in the second quarter
2002. The net loss for the quarter ended June 30, 2003 was
$934,665, which is an increase of $249,345 from the loss for the
quarter ended June 30, 2002 of $685,320.

There was no change in the loss of $.09 per share in the quarter
ended June 30, 2003 as compared to the quarter ended June 30,
2002. The weighted average number of common shares outstanding for
the second quarters of 2003 and 2002 were 10,301,212 and
7,829,459, respectively.

The Company's June 30, 2003 balance sheet shows a working capital
deficit of about $2 million, and a total shareholders' equity
deficit of about $2.6 million.

            Additional Capital and Debt Restructuring

"We have undertaken a business plan aimed at rapid growth which
has required significant resources to design and develop our
products and investments in a national sales and support network,"
said Mr. Carey. "During the second quarter, Stronghold management
executed a strategy to improve the Company's liquidity. This
strategy included the raising of $2.2 million from Stanford
Venture Capital Holdings, Inc., the conversion of $543,000 of debt
into equity, and the restructuring of bank debt to reduce
principle payments, including the subordination to a future
lender."

On July 31, 2003, Stronghold entered into a modification of the
loan agreement with United Trust Bank. Pursuant to the agreement,
United Trust Bank has agreed to reduce monthly payments from
$41,666 per month in 2003 to $10,000 per month in 2003 and
subordinate its position to a new lender. The balance of the loan
will reflect lower monthly payments in the near term until
maturity on January 1, 2006.

As previously announced, Mr. Carey converted $543,000 of personal
loans to Stronghold to fund the purchase of 603,333 shares of the
Company's common stock at $0.90 per share, which at the time was a
premium to market value.

In terms of raising additional capital, as previously announced,
Stronghold issued $2.2 million of Series B convertible preferred
stock in the second quarter, of which approximately $700,000 in
cash will be received in the third quarter.

                      Positioned For Growth

"Stronghold has achieved industry leadership in its ability to
improve prospect capture and follow-up compliance," continued Mr.
Carey. "For our customers, this means a substantial increase in
vehicle sales. We have established a significant value proposition
that is creating a great deal of interest in DealerAdvance(TM),
which is reflected in increased proposal activity in the summer
months.

"Our existing sales force and sales management can accommodate an
increase in customers and revenues to an approximate factor of
three with minimal investment. We are well positioned to continue
to take market share with a strong product in DealerAdvance(TM),
for which we expect to release a substantially improved version in
the third quarter, and new applications to follow.

"To maximize the investments we have made and the potential we see
in the industry, we are considering the pursuit of opportunistic
acquisitions to augment our internal growth. The most desirable
acquisition targets would be accretive to earnings and have a
similar or complimentary product to accelerate our entry into new
dealerships. Proceeds raised from the sale of securities in the
second quarter may be used to fund acquisitions. Furthermore, the
Company is considering other means of liquidity, including, but
not limited to, the establishment of a line of credit secured by
our accounts receivable to be used for working capital purposes as
well as acquisitions."

Stronghold Technologies, Inc., is an innovator in applying
wireless technology and process improvement methods to increase
business efficiency and sales. The Company has developed an
integrated wireless technology, called DealerAdvance(TM), which,
among many features, allows automobile dealers to capture a
customer's purchasing requirements, search inventory at multiple
locations, locate an appropriate vehicle in stock and print out
the necessary forms. Through an integrated CRM (Customer
Relationship Management) application, the systems sends detailed
tasks for prospect and customer follow-up and produces management
reports to measure compliance. DealerAdvance(TM) allows sales
professionals to increase sales, improve customer follow-up, and
reduce administrative costs.


SUNSHINE PCS: Enters Pact to Sell Spectrum Licenses to Cingular
---------------------------------------------------------------
Sunshine PCS Corporation (OTC Pink Sheets: SUNPA.PK) has entered
into a definitive agreement with Cingular Wireless in which
Cingular will acquire three licenses in Florida for $13.75
million. The licenses are for spectrum in markets where Cingular
currently has voice and data operations.

Under terms of the deal, Cingular would pay $13.75 million in
cash, and obtain FCC authorization to operate on 15 MHz of
broadband PCS (1900 MHz) spectrum in the following markets:  
Tallahassee, Panama City and Ocala. Sunshine PCS and Cingular also
entered into other commercial arrangements to facilitate service
in these markets.

The sale requires approval by the shareholders representing a
majority of the voting power of all outstanding shares of Sunshine
PCS.  In addition, completion of the sale is subject to the
consent of the Federal Communications Commission to the transfer
of the licenses.

In connection with the transaction, Sunshine PCS has reached an
agreement with Lynch Interactive Corporation, which owns all of
the outstanding shares of the three series of Preferred Stock of
Sunshine PCS, to acquire those shares for a total of approximately
$7.2 million.  Sunshine PCS also has reached an agreement with the
holder of its 3,069,313 shares of Class B Common Stock to
reacquire such shares for $.20 per share.  The acquisition of both
the Preferred Stock and Class B Common Stock would coincide with
the sale of the licenses to Cingular.

With regard to the remaining sale proceeds, Sunshine PCS is in the
process of evaluating all of its alternatives and will consider
all options with regard to their potential use.

Cingular Wireless, a joint venture between SBC Communications
(NYSE: SBC) and BellSouth (NYSE: BLS), serves more than 23 million
voice and data customers across the United States.  A leader in
mobile voice and data communications, Cingular is the only U.S.
wireless carrier to offer Rollover, the wireless plan that lets
customers keep their unused monthly minutes. Cingular has launched
the world's first commercial deployment of wireless services using
Enhanced Data for Global Evolution (EDGE) technology.  Cingular
provides cellular/PCS service in 43 of the top 50 markets
nationwide, and provides corporate e-mail and other advanced data
services through its GPRS, EDGE and Mobitex packet data networks.  
Details of the company are available at http://www.cingular.com

Sunshine PCS Corporation (OTC Pink Sheets: SUNPA.PK), as the
successor to Fortunet Communications, L.P., owns three 15-
megahertz PCS licenses for Tallahassee, Panama City and Ocala,
Florida, covering a population of approximately 900,000.

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


SUNSHINE PCS: Lynch Interactive Will Redeem Preferred Shares
------------------------------------------------------------
Lynch Interactive Corporation (AMEX:LIC) announced that as part of
the transaction that was recently announced by Sunshine PCS
Corporation (OTC:SUNPA.PK) pursuant to which Sunshine has agreed
to sell its three PCS licenses to Cingular Wireless for a total of
$13.75 million Lynch Interactive has agreed to accept $7.2 million
in exchange for all its preferred stock of Sunshine. At June 30,
2003, all such preferred stock had a liquidation value of $26.2
million and a cash cost to Lynch Interactive of $21 million.

The final accounting for this transaction will be recorded when
the sale of the licenses is consummated and will take into account
the proceeds received by Lynch Interactive as well as certain
indemnification obligations.

This transaction will result in substantial cash and economic loss
to Lynch Interactive.

However, it is important to note that Lynch Corporation reserved
for this potential loss and, indeed, appears to have over-reserved
for book purposes. The perception of an over supply of spectrum,
operating difficulties of many companies in the wireless industry
and a bleak outlook by Wall Street analysts contributed to
Sunshine's difficulties and also resulted in the bankruptcies of
many of the companies that participated in PCS auctions, the most
visible of which is Nextwave Telecom Inc.

In 1995, Lynch Corporation invested in the Federal Communications
Commission's auction for C-Block PCS spectrum through various
partnerships which formed the basis of Sunshine. At that time,
Lynch Corporation invested approximately $21 million. In 1997, as
part of an FCC restructuring program, Fortunet returned to the FCC
28 licenses and half of the spectrum of the remaining three
licenses, thereby retaining 15 MHz of spectrum in the three
Florida cities of Tallahassee, Panama City and Ocala.

In 1999, Lynch Corporation spun off Lynch Interactive to its
shareholders. In 2001, Lynch Interactive spun off most of its
common equity investment in Sunshine.

Lynch Interactive, based in Rye, NY, is a diversified holding
company engaged in telecommunications, cable TV and broadcasting,
personal communications and related wireless services.

Lynch Interactive's World Wide Web address is:
http://www.lynchinteractivecorp.com  

Sunshine PCS Corporation (OTC Pink Sheets: SUNPA.PK), as the
successor to Fortunet Communications, L.P., owns three 15-
megahertz PCS licenses for Tallahassee, Panama City and Ocala,
Florida, covering a population of approximately 900,000.

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


TELENETICS: Prepays Third Installment Under Corlund Settlement
--------------------------------------------------------------
On August 8, 2003, Telenetics Corporation prepaid the third
installment called for under its Settlement Agreement with Corlund
Electronics, which was due by August 20, 2003, and recorded a gain
of approximately $541,000.

Based in Lake Forest, Telenetics designs, manufactures and
distributes wired and wireless data communications products for
customers worldwide. Telenetics offers a wide range of industrial
grade modems and wireless products, systems and services for
connecting its customers to end-point devices such as meters,
remote terminal units, traffic and industrial controllers and
remote sensors.

Telenetics also provides high-speed communications products for
complex data networks used by financial institutions, air traffic
control systems and public and private wireless network operators.
Additional information is available at http://www.telenetics.com

As reported in Troubled Company Reporter's April 23, 2003 edition,
the Company's auditors Haskell & White LLP stated in its report
for the period December 31, 2002: "The [Company's] consolidated
financial statements have been prepared assuming that the Company
will continue as a going concern. . . .  [T]he Company has
suffered recurring losses from operations, has used cash in
operations on a recurring basis, has an accumulated deficit, and
is involved in a dispute with a significant contract manufacturer
that, among other things, raise substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters. The consolidated financial statements do
not include any adjustments that might result from the outcome of
this uncertainty."


UAL CORP: Court Lifts Stay for US Bank to Control Deposit Funds
---------------------------------------------------------------
U.S. Bank, N.A., on behalf of the bondholders secured by pledged
funds, obtained relief from the automatic stay to permit it to
exercise rights and remedies to money deposited in the Bond Fund.

U.S. Bank, N.A. serves as Indenture Trustee for the Miami-Dade
County Industrial Development Authority.  On March 1, 2000, the
MDCIDA issued a Miami-Dade County Industrial Development
Authority Special Facilities Revenue Bonds Series 2000, for
$32,365,000.  The proceeds were used to finance the acquisition,
construction and improvement of a portion of the Miami Airport.

The MDCIDA deposited the proceeds into a Bond Fund and a Project
Fund.  Instead of providing a loan, the MDCIDA permitted United
to take draws from the Project Fund.  United was obligated to
repay the money drawn from the Project Fund by paying the
principal and interest on the Bonds.

The Bonds are limited obligations of the MDCIDA and are payable
only from the Trust Estate, which is pledged to U.S. Bank as
Trustee for the benefit of the Holders.  Pursuant to the
Indenture, U.S. Bank has a first lien on the Bond Fund. United
does not have a direct present interest in the Bond Fund, which
was established by the issuer, MDCIDA.

The money in the Bond Fund is in U.S. Bank's possession and does
not constitute property of United's estate.  (United Airlines
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


UNITED STATIONERS: Names P. Cody Phipps as SVP for Operations
-------------------------------------------------------------
United Stationers Inc. (Nasdaq: USTR) announced that P. Cody
Phipps has joined the company as senior vice president,
operations.  He will report directly to Richard W. Gochnauer,
president and chief executive officer.

Phipps, 41, joins United Stationers after 13 years with McKinsey &
Company, Inc., where he had been a partner in its Chicago office.  
He was one of the leaders in the firm's North American Operations
Effectiveness Practice, and co-founded and led its Service
Strategy and Operations Initiative, which focused on driving
significant operational improvement in complex service and
logistics environments.  Prior to working at McKinsey, Phipps
began his management consulting career with The Information
Consulting Group, a systems consulting firm.  Prior to that, he
was an account marketing representative at IBM for five years.

"I am pleased to have Cody on board as a member of United
Stationers' senior management team," said Richard W. Gochnauer,
president and chief executive officer.  "His experience with
operational transformation includes designing and leading
initiatives to help clients improve supply chain management, boost
margin and operating performance, reduce operating expenses, and
increase customer satisfaction.  All of these are key current
initiatives at United.  We believe that Cody's strategic expertise
in these areas will be extremely helpful."

Phipps has an M.B.A from the University of Chicago Graduate School
of Business and a bachelor's degree in mechanical engineering from
Ohio State University.  He and his wife live in Bannockburn,
Illinois with their four children.

United Stationers Inc. (S&P, BB Corporate Credit Rating,
Negative), with trailing 12 months sales of approximately $3.8
billion, is North America's largest broad line wholesale
distributor of business products and a provider of marketing and
logistics services to resellers.  Its integrated computer-based
distribution system makes more than 40,000 items available to
approximately 15,000 resellers.  United is able to
ship products within 24 hours of order placement because of its 35
United Stationers Supply Co. distribution centers, 24 Lagasse
distribution centers that serve the janitorial and sanitation
industry, two Azerty distribution centers in Mexico that serve
computer supply resellers, and two distribution centers that serve
the Canadian marketplace.  Its focus on fulfillment excellence has
given the company an average order fill rate of better than 97%, a
99.5% order accuracy rate, and a 99% on-time delivery rate.  For
more information, visit http://www.unitedstationers.com

The company's common stock trades on The NASDAQ Stock Market(R)
under the symbol USTR and is included in the S&P SmallCap 600
Index.


US AIRWAYS: Reaches Stipulation Allowing AAU's $3-Million Claim
---------------------------------------------------------------
Associated Aviation Underwriters filed Claim Nos. 2179 through
2186 against the US Airways Debtors for $7,836,769.  AAU also
filed a request to modify the automatic stay to enforce its
alleged rights.  The Reorganized Debtors objected.

Now, the Reorganized Debtors and AAU have reached a stipulation.  
The parties agreed that AAU's $7,836,769 Worker's Compensation
Proof of Claim No. 2186 is reduced and allowed as a Class USAI-1
secured claim for $3,050,000.  All of AAU's remaining Proofs of
Claim are disallowed.  In exchange, AAU will disburse to the
Reorganized Debtors $1,050,000 held in a trust account for
insurance claims.  Upon this transaction, the parties will have
no further duties or liabilities to each other out of any
agreement. (US Airways Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


U.S. STEEL: Names Anthony Bridge Blast Furnace Managing Director
----------------------------------------------------------------
United States Steel Corporation (NYSE: X) has named Anthony R.
Bridge managing director-blast furnace engineering and technology.
In this new position, Bridge will oversee operating practices and
furnace maintenance issues related to attaining longer life for U.
S. Steel's 15 blast furnaces worldwide. In his new position,
effective September 1, Bridge will report to John H. Goodish,
executive vice president-operations.

"As an integrated steelmaker, the effective management of our
blast furnaces is absolutely critical to the financial success of
U. S. Steel," said U. S. Steel President and Chief Operating
Officer John P. Surma. "Tony's job will be to determine how we run
our blast furnaces, what technology we use to upgrade them, and
how, when and if we rebuild them. With his extensive ironmaking
experience, there is no one more qualified than Tony for this
challenging and important new position."

Bridge, 49, began his career in the steel industry with Inland
Steel in East Chicago, Ind., in 1976 and moved through a series of
supervisory and management positions in ironmaking operations. In
1995, he moved to Rouge Steel in Dearborn, Mich., as
superintendent of ironmaking.

He joined U. S. Steel in 1998 as area manager of the No. 13 blast
furnace - U. S. Steel's largest blast furnace - at Gary Works in
Gary, Ind.  He was promoted to division manager of iron producing
in 1999, and to plant manager of primary operations in 2001, a
position he held until his current promotion.

Bridge earned bachelor's degrees in industrial management and
electrical engineering, both from Purdue University. He serves on
the Board of Directors for the Gary Chamber of Commerce and the
Gary Baseball Foundation, a joint effort of U. S. Steel, the South
Shore RailCats and the City of Gary, which provides funding
assistance to support youth baseball in the City of Gary. He
and his family will relocate to Pittsburgh. For more information
about U. S. Steel visit http://www.ussteel.com

                        *   *   *

As reported in Troubled Company Reporter's May 9, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated steel producer United States Steel Corp. to
'BB-' from 'BB' based on concerns about the firm's increased
financial risk.

Standard & Poor's said that it has removed its ratings on
Pittsburgh, Pennsylvania-based United States Steel from
CreditWatch, where they were placed with negative implications on
Jan. 9, 2003. The current outlook is negative. The company had
about $1.7 billion in lease-adjusted debt at March 31, 2003.

At the same time, Standard & Poor's said it has assigned its 'BB-'
rating to United States Steel Corp.'s proposed $350 million senior
notes due 2010.


U.S. STEEL: Names Leslie J. Broglie GM of Tubular Products
----------------------------------------------------------
United States Steel Corporation (NYSE: X) (S&P, BB- Corporate
Credit Rating, Negative) has named Leslie J. Broglie as general
manager-tubular products. The appointment is effective
September 1.

In his new position at Pittsburgh headquarters, Broglie will be
responsible for manufacturing, sales and marketing activities for
U. S. Steel's tubular business. He succeeds Gary Gajdzik, who has
been appointed plant manager-primary operations at Gary Works in
Gary, Ind.

"In addition to the knowledge gained from his sales and marketing
positions for both United States Steel International and U. S.
Steel Kosice, Les Broglie brings to his new position nearly 20
years of experience in operations," said U. S. Steel President and
Chief Operating Officer John P. Surma. "We look forward to his
leadership in this significant area of our business."

Broglie, 52, began working at U. S. Steel in 1974 as a management
trainee in sheet and tin operations at the Mon Valley Works near
Pittsburgh. He was promoted to turn foreman for the cold reduction
mill the next year, and to general foreman in 1981.

In 1984, Broglie was named area manager of the cold reduction mill
and roll shops at Mon Valley Works, and progressed through several
management positions in sheet products. In 1993, he was named
manager of APEX and special processing and, in 1995, manager of
sales and technical services for United States Steel International
at Pittsburgh headquarters. He moved to U. S. Steel Kosice in
Slovakia in 2001 where he served as general manager of sales and,
since 2002, as managing director of sales and marketing.

Broglie is a 1974 graduate of Drexel University, where he earned a
bachelor of science degree in commerce and engineering.


U.S. STEEL: Names Gary F. Gajdzik Plant Manager at Gary Works
-------------------------------------------------------------
United States Steel Corporation (NYSE: X) (S&P, BB- Corporate
Credit Rating, Negative) has named Gary F. Gajdzik plant manager-
primary operations for Gary Works in Gary, Ind. The appointment
is effective September 1.

Gajdzik succeeds Anthony Bridge, who has been named managing
director-blast furnace engineering & technology. As plant manager-
primary operations, Gajdzik will oversee coke, iron and steel
production at Gary Works, which includes responsibility for the
plant's four blast furnaces, two basic oxygen process steelmaking
facilities, four continuous casting lines and coking operations.

"Gary's extensive experience in operations combined with the
quality leadership skills he has demonstrated throughout his
career make him an excellent choice for this key production
position at our flagship plant," said U. S. Steel President and
Chief Operating Officer John P. Surma.

Gajdzik, 50, joined U. S. Steel in 1974 as a management trainee at
the former National-Duquesne Works near Pittsburgh and progressed
through a series of engineering positions in pipe and tubular
production. From 1983 to 1996, he advanced through a number of
increasingly responsible positions in the company's tubular
operations at Fairfield, Ala., and Lorain, Ohio, before he was
named general manager-steel production and casting at the former
USS/Kobe joint venture in Lorain. In 1998, he was promoted to vice
president-operations, and in 1999 to president of Lorain Tubular
Co., LLC, which was formed in August that year following the
transfer of USS/Kobe's steelmaking and bar production assets to
Republic Technologies International.

Later in 1999, Gajdzik transferred to Pittsburgh headquarters to
serve as general manager-tubular products, a position he held
until his most recent assignment.

Gajdzik holds a bachelor of science degree in engineering
mechanics from Pennsylvania State University and a master's degree
in business administration from Cleveland State University.

For more information about U. S. Steel visit its Web site
at http://www.ussteel.com


VELANT INC: Voluntary Chapter 7 Case Summary
--------------------------------------------
Debtor: Velant, Inc.
        900 Circle 75 Parkway
        Suite 300
        Atlanta, Georgia 30339

Bankruptcy Case No.: 03-70186

Type of Business: Velant provided premium transportation planning
                  solutions to improve the efficiency of truck
                  transportation.

Chapter 7 Petition Date: July 25, 2003

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtors' Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880

Chap. 7 Trustee: John W. Ragsdale, Jr.
                 2400 International Tower
                 229 Peachtree St., NE
                 Atlanta, GA 30303-1629
                 Tel: 404-588-0500
                
Ch. 7 Trustee's Counsel: John W. Ragsdale, Jr., Esq.
                         Ragsdale, Beals, Hooper and Seigler
                         2400 International Tower
                         229 Peachtree Street, N.E.
                         Suite 2400
                         Atlanta, GA 30303-1629
                         Tel: (404) 588-0500

Total Assets: $1,272,531

Total Debts: $3,430,769


VICWEST CORP: Canadian Court Approves CCAA Plan of Arrangement
--------------------------------------------------------------
As previously announced, Vicwest Corporation and certain of its
Canadian subsidiaries obtained an order on May 12, 2003 to begin
Vicwest's restructuring under the Companies' Creditors Arrangement
Act.

On August 14, 2003, the Ontario Superior Court of Justice granted
a sanction order approving a plan of compromise and reorganization
proposed by Vicwest pursuant to the CCAA. A copy of the Sanction
Order will be filed with the Canadian securities regulators on
their Web site at http://www.sedar.com At this time it is  
anticipated that Vicwest will emerge from its restructuring
process in September, 2003.

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products.


WEIRTON STEEL: Gets Open-Ended Lease Decision Period Extension
--------------------------------------------------------------
Weirton Steel Corporation obtained an extension of time within
which it must assume, assume and assign, or reject its unexpired
nonresidential real property leasaes, through and including the
Confirmation Date of a Chapter 11 plan, subject, however, to:

    (1) each Lessor's right to request the extension of time be
        shortened, and

    (2) the Debtor's retention of the burden of proof on the issue
        of why extension of time should not be shortened.

Weirton Steel Corporation is lessee to at least two unexpired
nonresidential real property leases, relating to its operating
facilities:

                                                   Expiration of
Lessor                       Location/Use          Current Term
------                       ------------          -------------
Solid Waste Services, Inc.   Brooke County            9/24/2008
d/b/a J.P. Mascaro & Sons    Landfill, Colliers,
                              West Virginia
                              Use: Dedicated
                              industrial waste
                              disposal cell

Teramana LTD #1              Weirton, West Virginia   7/31/2004
                              Use: Rehab center
                              and vision center
(Weirton Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WESTPOINT STEVENS: Court Okays Stroock as Committee's Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of WestPoint Stevens
Inc., obtained Judge Drain's permission to retain Stroock &
Stroock & Lavan LLP as its counsel in these Chapter 11 cases,
nunc pro tunc to June 10, 2003.

As counsel, Stroock is expected to:

    A. advise the Committee with respect to its rights, duties and
       powers in these Cases;

    B. assist and advise the Committee in its consultation with
       the Debtors relative to the administration of these cases;

    C. assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity interests;

    D. assist the Committee in its investigation of the Debtors'
       acts, conduct, assets, liabilities and financial condition
       and operation of their businesses;

    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 assumption or rejection
       of certain leases of non-residential real property and
       executory contracts, asset dispositions, financing of other
       transactions and the terms of a plan(s) of reorganization
       for the Debtors and accompanying disclosure statements and
       related plan documents;

    F. assist and advise the Committee as to its communications to
       the general creditor body regarding significant matters in
       these Cases;

    G. represent the Committee at all hearings and other
       proceedings;

    H. review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety;

    I. assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

    J. perform any other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code, Bankruptcy Rules or other
       applicable law.

Stroock will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates in effect
on the date the services are rendered.  The current hourly rates
charged by Stroock for professionals and paraprofessionals
employed in its offices are:

       Partners                           $500 - 750
       Special Counsel and Counsel         400 - 510
       Associates                          185 - 500
       Paraprofessionals                   150 - 245

The names, positions and current hourly rates of the Stroock
professionals currently expected to have primary responsibility
for providing services to the Committee are:

    Lawrence M. Handelsman    Partner           $725
    Michael J. Sage           Partner            725
    Mark E. Palmer            Partner            625
    Shannon Lowry Nagle       Special Counsel    510
    Patty Perez               Associate          495
    Jonathan Gill             Associate          395
    Joshua Lefkowitz          Associate          320
(WestPoint Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WHEELING: Second Post-Confirmation Changes to Contracts & Leases
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation notifies the Court of
changes to its Schedule of Assumed Contracts and Leases included
in the Third Amended Plan.  WPSC discloses that an amended
agreement relating to a cogeneration facility, which supplies
electricity and steam to the WPSC Mingo Junction Plant, and which
is operated by Mingo Junction Energy Center LLC on WPSC's behalf,
has now been amended and restated, and as so amended, will now be
assumed.

             Objection to Mingo Junction Energy Claim

Mingo Junction filed a claim for $1,418,648 against the WPSC
estate for amounts due it under the existing energy contract.  
This claim was amended to increase the amount to $3,004,825.  In
the Debtors' Second Omnibus Objection to Claims, WPSC objected to
the allowance of the claim as amended, and asked the Court to
reduce and allow it for $1,591,685.47.

           Amendment of Mingo Junction Energy Contract

As the Mingo Energy contract is "central to WPSC's continued
operations, Mingo Junction and WPSC have negotiated the Amended
Mingo Junction Energy Contract under which the parties have agreed
that WPSC will not be required to pay any cure amount in
connection with assumption of the Amended Mingo Junction Energy
Contract.  James M. Lawniczak, Esq., at Calfee Halter & Griswold
LLP, in Cleveland, points out that this is very beneficial to
WPSC's estate.

As part of the settlement, Mingo Energy will be allowed an
unsecured claim against WPSC's estate amounting to $1,165,443.97,
and the Second Omnibus Objection will be withdrawn as it pertains
to Mingo Energy's claim. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 44; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WICKES INC: June 28 Balance Sheet Upside-Down by $9 Million
-----------------------------------------------------------
Wickes Inc. (NASDAQSC:WIKS), a leading distributor of building
materials and manufacturer of value-added building components,
reported a second quarter 2003 net loss of $37.7 million, or $4.54
per fully diluted share compared to net income of $2.3 million, or
$0.28 per fully diluted share, reported for the second quarter
2002.

The second quarter 2003 net loss includes a non-cash deferred tax
asset valuation allowance charge of $29.6 million offset by a $5.1
million tax benefit, or $2.95 per fully diluted share, and store
closing and other charges of $3.7 million, or $0.45 per fully
diluted share.

Sales of $127.6 million for the second quarter 2003 compared to
$160.5 million reported in the second quarter of 2002. The second
quarter 2002 figure includes $21.9 million in sales at centers
sold or closed prior to second quarter 2003. The Company's same
store sales trend improved over the course of the quarter, from a
14.1 percent decline in April, to an 8.1 percent decline in May
and to a 3.9 percent decline in June.

In the fourth quarter of 2002, the Company sold thirty-one sales
and distribution centers and four component plants to Lanoga
Corporation. The results of these operations have been
reclassified as discontinued operations for the three and six
month periods ended June 28, 2002, including sales of $74.1
million for the second quarter of 2002 and sales of $124.5 million
for the first half of 2002. In addition, the Company has sold or
closed eight other sales and distribution centers since the second
quarter of 2002. Currently, the Company operates 52 sales and
distribution facilities compared to 60 sales and distribution
facilities included in the 2002 financial statement presentation.

Commenting on the quarter, Jim O'Grady, Wickes newly appointed
President and Chief Executive Officer, said, "This business is all
about customer service delivering building materials on-time and
complete at the lowest cost possible. We have worked extremely
hard to reduce operating and overhead costs to make sure we are
spending at a level which is consistent with our current sales
volume. As a result, the second quarter includes the impact of
many costs incurred to provide permanent reductions in expense and
a lower operating structure for the rest of the year. Sales growth
is also an important objective as management has worked to
reorganize and streamline our operating structure. The sales trend
during our second quarter is an important positive sign and July
has continued to improve as well. We are at a turning point
whereby we can become a low cost supplier poised to aggressively
pursue growth in sales and operating profitability. Wickes has
consistently benefited from hard working employees, customers who
are some of the smartest builders in the industry and vendors who
have shown steadfast loyalty. I am grateful for the enthusiastic
support of everyone involved in this Company and I feel very
strongly that everyone's continued support in executing our plan
will be worth the effort."

Jim Hopwood, Wickes Chief Financial Officer, added, "Management
has worked through many of the issues resulting from both our
recent leadership changes and aggressive store count reductions.
We are now instituting and executing a series of plans and actions
designed to improve the Company's operating results and cash flows
and to strengthen the Company's financial position. These include
headcount reductions at headquarters, targeted reductions in
operating expenses and optimization of the Company's real estate
portfolio. We are also working to secure capital through the sale
of additional equity, through borrowings, or through an exchange
or restructuring of the Company's existing debt obligations. The
Company has continued to have senior lender support throughout
this transition period. Equally important, we are sensitive to
investor and employee concerns and we are therefore pleased to
have retained the investment banking firm of Brown, Gibbons, Lang
& Company to assist us in our efforts to recapitalize Wickes for
longer term stability and growth."

Gross profit of $25.6 million for the second quarter 2003 or 20.1
percent of sales compared to $34.3 million or 21.4 percent of
sales reported for the second quarter of 2002. The decline as a
percent of sales was the result of changes in purchasing methods,
management's efforts to reduce inventory levels as well as
commodity price volatility and competitive pricing issues.

Selling, general and administrative expenses of $30.0 million or
23.5 percent of sales for the second quarter 2003 compared to
$30.8 million or 19.2 percent of sales reported for the second
quarter of 2002. Store closing and severance costs increased to
$3.7 million from the $0.8 million reported for the second quarter
of 2002. In addition, other income for the second quarter of 2002
included $1.3 million in gains on the sale of real estate which
were not repeated in the second quarter of 2003.

As a result, the company reported a second quarter 2003 loss from
continuing operations before interest and taxes of $9.2 million
compared to a $3.1 million income from continuing operations
before interest and taxes reported for the second quarter of 2002.

At June 28, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $9 million.

Wickes Inc. is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and internationally,
operating building centers in the Midwest, Northeast and South.
The Company's building component manufacturing facilities produce
value-added products such as roof trusses, floor systems, framed
wall panels, pre-hung door units and window assemblies. Wickes
Inc.'s Web site -- http://www.wickes.com-- offers a full range of  
valuable services about the building materials and construction
industry.


WORLD HEART: Lenders Further Extend Loan Maturity to September 2
----------------------------------------------------------------
World Heart Corporation's lenders have agreed to a further
extension of the maturity date of its senior and subordinated
loans, from August 15, 2003 until September 2, 2003. The company
is continuing to work towards completion of a financial
transaction within this time frame.

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: Gets Go-Signal to Hire Cushman as Real Estate Broker
--------------------------------------------------------------
Worldcom Inc., obtained permission from the Court to employ
Cushman & Wakefield, Inc. as its real estate broker in connection
with the sale of a certain parcel of real property located at 901
Stewart Avenue in Garden City, New York.

The Debtors currently own real property located at 901 Stewart
Avenue, Garden City, New York.  The Debtors have determined that
they do not need the Property in their ongoing business
operations.  Thus, the Debtors decided to pursue the sale of the
Property.  Cushman worked with Hilco Real Estate, LLC, the
Debtors' real estate professional as the brokers for the sale of
the Property, and as a result of these efforts, succeeded
in negotiating a sale of the Property to 901 Stewart Partners,
LLC for $5,775,000, which represents the highest and best offer
received for the Property.  Specifically, pursuant to the
Agreement, Cushman made diligent efforts to consummate the sale
agreement for the Property.  In connection therewith, Cushman
has, among other things, provided these services to the Debtors:

      (i) provided background information on the market,
          competitive buildings and rent comparables for the
          Property;

     (ii) assisted the Debtors in the preparation of multiple
          replies to requests for information from the Purchaser,
          as well as multiple economic analyses based on changing
          criteria; and

    (iii) assisted the Debtors in negotiating and finalizing the
          sale.

The Debtors will compensate Cushman for professional services
rendered under the Agreement with a commission equal to 1.5% of
the total sale price that otherwise would have been paid to Hilco
on the closing of the sale of the Property, for a total payable of
$86,625.  Because Hilco has informed the Debtors that it has
agreed to share the commission to which it is entitled under its
retention agreement and the Order approving its retention, the
retention of Cushman will not cost the Debtors any additional
amounts. (Worldcom Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


ZI CORPORATION: Recurring Losses Raise Going Concern Uncertainty
----------------------------------------------------------------
Zi Corporation (Nasdaq: ZICA) (TSX: ZIC), a leading provider of
intelligent interface solutions, announced results for its second
quarter and first six months ended June 30, 2003. (All monetary
amounts in this release are expressed in Canadian dollars unless
otherwise indicated.)

Chief Executive Officer Michael Lobsinger said that even though
the widespread impact of the SARS epidemic in Asia temporarily
disrupted the Company's growth rate, its core Zi Technology unit
did report year-over year increases in revenue and gross margins
in the 2003 second quarter and continued to make solid progress in
building its business and expanding its base of strategic
partners.

For this year's second quarter and first six months, revenues from
the Company's core Zi Technology business increased 11 percent and
52 percent, respectively, to $2.3 million and $5.9 million. This
compares to revenues of $2.0 million and $3.9 million for the
respective 2002 periods.

On a company-wide basis, total revenues for this year's second
quarter and first six months were $2.4 million and $6.2 million,
respectively. This compares to total company-wide revenue of $3.2
million and $5.3 million in the second quarter and first six
months of last year, which included $1.1 million and $1.4 million,
respectively from the Company's e-Learning segment and its
previously owned Magic Lantern operation. Excluding Magic Lantern,
which was sold in November of last year, total revenues in the
2002 second quarter and first six months would have been $2.2
million and $4.2 million, respectively.

The net loss for the 2003 second quarter was reduced significantly
to $2.1 million, or a loss per share of $0.06, from a net loss of
$7.1 million, or a loss per share of $0.19, for the second quarter
of 2002. For the first six months of 2003, the net loss declined
sharply to $3.8 million, or a loss per share of $0.10, from a net
loss of $12.7 million, or a loss per share of $0.34, for the
comparable year-earlier period.

"The temporary interruption in the momentum of our business and
the sequential decline in revenues from the first quarter of 2003
can be directly attributed to the SARS epidemic that swept large
parts of Asia," Lobsinger said. "SARS affected consumer spending
on an unprecedented basis throughout Asia, significantly reducing
the purchases of mobile handsets from many of our largest
customers, which directly impacted our license fee revenues.

"Despite the impact of SARS, we made significant operational and
marketing progress during this year's second quarter," Lobsinger
added. "We added seven new Original Equipment Manufacturers (OEMs)
and Original Design Manufacturers (ODMs) to our growing network of
marketing partners, including UTStarcom, Fujitsu I-Network
Systems, Vitelcom and Samyang, expanded our penetration of the
North American market and took steps to reduce debt and strengthen
our balance sheet. I believe we are well positioned to grow our Zi
Technology business and we remain firmly committed to reaching
profitability and positive cash flow by the end of this year."

Gross margin as a percentage of revenue in this year's second
quarter was 92 percent compared to 82 percent in the second
quarter of the prior year. The year-to-year increase in overall
gross margin percentage was a result of higher license fee
revenues, which carry a greater gross margin than revenues from
the Company's e-Learning operations.

A total of 39 new handset models embedded with eZiText were
released by OEMs and ODMs during the 2003 second quarter, bringing
the total handsets released as of the end of the quarter to 288
compared to 110 at the end of the 2002 second quarter. As of June
30, 2003, the Company had signed a total of 79 licensees, compared
to 58 licensees at the end of the 2002 second quarter. Royalties
were earned royalties from 32 eZiText licensees during the second
quarter of this year, up from 21 in the same period a year
earlier.

During this year's second quarter, Zi paid and discharged its
US$3.3 million secured credit facility that was due May 7, 2003,
and entered into a secured US$1.94 million short term credit
facility that was due on June 30, 2003. On June 18, 2003, the
Company completed a private placement with the sale of 1 million
units at US$2.00 per unit and used the proceeds of that placement
to repay the US$1.94 million according to the agreed upon terms of
the short term credit facility. Continued operation of Zi depends
on the Company achieving profitable operations in 2003 and
satisfaction of remaining amounts due under a 2002 settlement
agreement in respect to patent litigation. Extracts from the notes
to financial statements for the period ended June 30, 2003 are
included with this press release and provide detailed information
respecting these qualifications and contingencies.

Zi Corporation -- http://www.zicorp.com-- is a technology company  
that delivers intelligent interface solutions to enhance the user
experience of wireless and consumer technologies. The company's
intelligent predictive text interfaces, eZiTap(TM) and eZiText,
allow users to personalize the device and simplify text entry
providing consumers with easy interaction for short messaging, e-
mail, e-commerce, Web browsing and similar applications in almost
any written language. eZiNet(TM), Zi's new client/network based
data indexing and retrieval solution, increases the usability for
data-centric devices by reducing the number of key strokes
required to access multiple types of data resident on a device, a
network or both. Zi supports its strategic partners and customers
from offices in Asia, Europe and North America. A publicly traded
company, Zi Corporation is listed on the Nasdaq National Market
(ZICA) and the Toronto Stock Exchange (ZIC).

          For the periods ended June 30, 2003 and 2002

              GOING CONCERN BASIS OF PRESENTATION

These consolidated financial statements are prepared on a going
concern basis, which assumes that the Company will be able to
realize its assets at the amounts recorded and discharge its
liabilities in the normal course of business in the foreseeable
future. The Company has incurred operating losses over the past
three years. On December 6, 2002, the Company settled a judgment
in favour of Tegic Communications Inc., a division of AOL Online,
Inc., as discussed in note 2. Under the terms of the settlement
agreement, the Company, among other things, is obliged to pay a
further US$1.25 million comprised of two installments between
September 2003 and January 2004.

Continuing operations are dependent on the Company being able to
pay the remaining installment payments due under the settlement
agreement with AOL and increase revenue and achieve profitability.
These financial statements do not include any adjustments to the
amounts and classifications of assets and liabilities that may be
necessary should the Company be unable to pay the remaining
installment payments due under the terms of the settlement
agreement with AOL, raise additional capital, increase revenue and
continue as a going concern.

                      CONTINGENT LIABILITIES

The US$9 million damages judgment awarded to Tegic was settled
pursuant to a written settlement agreement with AOL dated
December 6, 2002 and a consent judgment dated December 20, 2002.
Settlement costs were included as part of legal and litigation
costs as at December 31, 2002, including US$1.25 million, which
remains to be paid in scheduled installment payments in September
2003 and on January 2, 2004. In the event that any of the
scheduled Outstanding Balance payments are not paid as required
under the terms of the settlement agreement, then the amount of
US$9 million less all payments made to AOL to the date of such
payment default becomes immediately due and payable by the Company
to AOL. In the event of any Outstanding Balance payment default,
the Default Payment Amount would range between US$4.5 million to
US$5.75 million depending upon the date of such payment default.
Security agreements entered into by the Company with AOL to secure
payment of the Default Payment Amount become enforceable in the
event of any Outstanding Balance payment default. When the
Outstanding Balance is paid to AOL in full on or before the
scheduled payment dates, the security agreements entered into by
the Company with AOL are terminated and the Company is fully
released from any obligation to pay the Default Payment Amount to
AOL.

The Default Payment Amount also becomes due and payable by the
Company to AOL if, prior to the payment in full of the Outstanding
Balance to AOL, any of the following circumstances occurs and are
not cured within ten days of occurrence:

     (i) the Company advances any claims against AOL or its
         affiliates in respect of patent infringement before
         July 6, 2003;

    (ii) the Company or any other person commences any action to
         avoid any payments made by the Company to AOL including
         any of the remaining scheduled installment payments;

   (iii) the Company violates the terms of the Consent Judgement;
         or

    (iv) the Company breaches any of the terms of the settlement
         agreement.


* Meetings, Conferences and Seminars
------------------------------------
September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 8-11, 2003
   TURNAROUND MANAGEMENT ASSOCIATION
      15th Anniversary Convention
         Hyatt Regency, San Francisco, CA
            Contact: 312-578-6900 or www.turnaround.org

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/  

October 15-16, 2003
   EUROLEGAL
      Commercial Loan Workouts
         Contact: +44-20-7878-6897 or liu@ef-international.co.uk

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

November 4-5, 2003
   EUROFORUM INTERNATIONAL
      The Art and Science of Russian M&A
         Ararat Park Hyatt Hotel, Moscow
            Contact: +44-20-7878-6897 or
                     liu@ef-international.co.uk

December 1-2, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC.
      Distressed Investing
         The Plaza Hotel, New York City, NY
            Contact: 800-726-2524 or
                     http://renaissanceamerican.com

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org   

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org   

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  

                          *********

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 ***