TCR_Public/030821.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 21, 2003, Vol. 7, No. 165

                          Headlines

ACCRUE SOFTWARE: Commences Chapter 11 Proceeding in California
ACP: Court to Consider Disclosure Statement and Plan on Sept. 19
ADVANCED LIGHTING: Saratoga Acquires 100% of Preferred Shares
AHOLD: General Shareholders' Meeting to Convene on September 4
ALLEGIANCE TELECOM: June 30 Balance Sheet Upside-Down by $167MM

ALLMERICA FINANCIAL: Names Frederick Eppinger President and CEO
AMERCO: US Trustee Resets First Creditors' Meeting to Sept. 23
AMERCO REAL: Creditors to Meet with UST Trustee on September 23
AMERICAN CELLULAR: Completes Sale of Assets to Dobson Comms.
AMI SEMICONDUCTOR: S&P Affirms BB- Corporate Credit Rating

ANC RENTAL: Court Clears 2003 Cananwill Financing Agreement
ARVINMERITOR: Appoints Information Technology Vice Presidents
ATCHISON CASTING: Seeking Nod to Employ KPMG as Accountants
BERTHEL GROWTH: Liquidity Concerns Raise Going Concern Doubt
BMC INDUSTRIES: June 30 Balance Sheet Upside-Down by $34 Million

BULL RUN CORP: Sells Interest in Gray Television, Inc.
CALL-NET: Issuing $37.5 Million Class B Non-Voting Shares
CHARTER COMMS: Termination of Tender Offers Spur Ratings Raise
CLAXSON INTERACTIVE: Second-Quarter Results Enter Positive Zone
CONSECO FINANCE: S&P Yanks Related Trust Rating to D

CORRECTIONS CORP: Inks Distribution Agreement with Moore Medical
CREDIT SUISSE: Fitch Further Drops Low-B Class M Rating to B-
DDI CORP: Files for Prepack. Chapter 11 Reorg. in SD of New York
DDI CORPORATION: Case Summary & Largest Unsecured Creditors
DELTA WOODSIDE: 4th-Quarter Results Reflect Weaker Performance

DEVINE: Obtains C$200K Bridge Financing for Bailey Production
DEVON MOBILE: Delaware Court to Consider Plan on September 16
DIRECTV: Court Approves Stipulation with Committee and Hughes
DOW CORNING: Settles EFCO Corp. Claim by Delivering More Sealant
DRS TECH.: S&P Keeps Watch Due to Proposed Acquisition of IDT

ENRON CORP: Reaches Settlement Pact with Royal Bank of Canada
FEDERAL-MOGUL: Solicitation Exclusivity Extended to October 13
FIRST UNION: Fitch Affirms Low-B/Junk Ratings on 6 Note Classes
FOUNTAIN VIEW: Bows Out of Chapter 11 Reorganization Proceedings
GENERAL MEDIA: Pachulski Stang Serves as Bankruptcy Attorneys

GENTEK INC: Court Disallows 18 Duplicative Claims Totaling $10MM
GLOBAL LEARNING: Files Suit vs. Makau Corp. et al. in Maryland
GREENLAND CORP: June 30 Balance Sheet Upside-Down by $3 Million
HAYNES: Weak Performance Prompts S&P to Further Junk Ratings
HIGH VOLTAGE ENG'G: Ratings Down to D After Interest Non-Payment

HORIZON PCS: Ratings Fall to D After Bankruptcy Filing
IMPERIAL PLASTECH: Deloitte Completing Reports for May Quarter
INTEGRATED SURGICAL: Auditors Express Going Concern Uncertainty
INTERDENT: Delays Filing of June Quarter Results on Form 10-Q
KEYSTONE CONSOLIDATED: Fails to Beat Form 10-Q Filing Deadline

LEXAM EXPLORATIONS: Liquidity Insufficient to Continue Operation
LJM2 CO-INVESTMENT: Judge Felsenthal Confirms Chapter 11 Plan
LORAL SPACE: Confirms Receipt of EchoStar Offer to Buy Assets
LORAL SPACE: Bringing-In Willkie Farr as Special Counsel
LTV CORP: Copperweld's New Restricted Stock Plan for Management

MASSEY ENERGY: Board Declares Quarterly Cash Dividend
METROMEDIA FIBER: Says Facilities Unfazed by Regional Blackout
METROPOLITAN MORTGAGE: Fitch Hatchets Class M-2 Rating to BB-
MILESTONE SCIENTIFIC: June 30 Net Capital Deficit Widens to $7MM
MIRANT CORP: Appoints Curtis A. Morgan as EVP, N.A. Operations

MIRANT CORP: First Creditors' Meeting Rescheduled to Sept. 17
MOSAIC GROUP: Canadian Court Extends CCAA Protection to Sept. 15
NAT'L CENTURY: Seeks Injunctive Relief vs. Gulf Insurance et al.
NRG ENERGY: Inks Pact to Sell McClain Generating to Oklahoma Gas
NRG ENERGY: OG&E Confirms Acquisition of Assets in McClain Power

OMEGA HEALTHCARE: Credit Rating Upped to B+ over Better Results
OWENS CORNING: Files 3rd Amended Plan and Disclosure Statement
OWENS-ILLINOIS: Will Close Hayward, Calif. Glass Container Plant
P-COM INC: Taps Aidman Piser to Replace PricewaterhouseCoopers
PETROLEUM GEO-SERVICES: 2nd Quarter Net Loss Doubles to $62 Mil.

PETROLEUM GEO: Court OKs Arntzen de Besche as Norwegian Counsel
PG&E CORP: Reports Slight Results Improvement for Second Quarter
PG&E NATIONAL: USGen Hires Winston & Strawn as Special Counsel
PILLOWTEX: Gets Go-Signal to Honor Workers' Compensation Claims
PROTERGA INC: Section 341(a) Meeting to Convene on September 23

RAMTRON: Negotiates EBITDA Covenant Waivers Under Debt Agreement
RCN CORP: Reports Results of Tender Offer for Senior Notes
RUSHMORE FINANCIAL: Recurring Losses Raise Going Concern Doubt
SANMINA-SCI: Fitch Assigns Speculative Grade Preliminary Ratings
SEAVIEW VIDEO: Cash Resources Insufficient to Continue Operation

SEDONA CORP: June 30 Net Capital Deficit Slides-Down to $1.6MM
SK GLOBAL AMERICA: Turning to KPMG LLC for Financial Advice
SPIEGEL GROUP: Court Okays Miller Buckfire as Financial Advisor
STRUCTURED ASSET: Fitch Cuts & Pulls Class B3 Rating from Watch
SURGICARE INC: June 30 Working Capital Deficit Tops $9 Million

TECHNICOIL CORP: Obtains Covenant Waiver Under Credit Pact
TERREMARK: Resources Insufficient to Meet Financial Obligations
TIMCO AVIATION: June 30 Balance Sheet Upside-Down by $95 Million
TRENWICK GROUP: Files for Chapter 11 Protection in Delaware
TRENWICK GROUP: Case Summary & Largest Unsecured Creditors

UAL CORP: Has Until Dec. 15 to Make Lease-Related Decisions
UNITEDGLOBALCOM: Fitch Says Planned Deal Won't Change Ratings
US AIRWAYS: Resolves Claims Disputes with Wells Fargo & Newcourt
VERIDIAN: S&P Pulls-Out Low-B Ratings After Debt Repurchase
WEIRTON STEEL: Wants Nod to Hire D. Leonard Wise as CEO

WHEELING-PITTSBURGH: Settles Gas Dispute with BOC Group
WORLDCOM: MCI Reaffirms Fin'l Guidance and Clarifies 8-K Filing
WORLDCOM INC: Bloomberg Wants to Access Restricted Fee Documents

* FTI Promotes Ten Professionals to Senior Managing Director
* Kroll Zolfo Cooper Hires Daniel G. Montgomery as Sr. Director

* DebtTraders' Real-Time Bond Pricing

                          *********

ACCRUE SOFTWARE: Commences Chapter 11 Proceeding in California
--------------------------------------------------------------
Accrue Software, Inc., (Other OTC:ACRU), on August 15, 2003, filed
a voluntary petition in the U.S. Bankruptcy Court for the Northern
District of California in Oakland, California, seeking relief
under Chapter 11 of the U.S. Bankruptcy Code.

In addition, Accrue has signed a definitive agreement with a newly
formed Delaware corporation formed by institutional investors, for
the sale to NewCo of substantially all of Accrue's assets subject
to court approval, as required under Section 363 of the Bankruptcy
Code. Accrue anticipates filing a motion with the Bankruptcy Court
for approval of the sale to NewCo in the next few days, and is
seeking to have the sale approved not later than September 15,
2003. Accrue also expects to file a motion with the Bankruptcy
Court to establish bidding procedures to allow parties in addition
to NewCo to submit offers for its assets. Accrue will continue to
manage its business operations as a "debtor-in-possession" subject
to the provisions and requirements of the Bankruptcy Code and
Bankruptcy Court. Accrue's advisors estimate that the bidding
period will last until approximately September 11, 2003, during
which time any competing qualified offers for Accrue's assets will
be reviewed by Accrue and submitted to the Bankruptcy Court. If no
qualified offers are received prior to the expiration of the
bidding period, upon approval by the Bankruptcy Court and
satisfaction of the conditions in the asset purchase agreement
between Accrue and NewCo, NewCo will purchase substantially all of
Accrue's assets and assume Accrue's customer obligations.
Following the sale of its assets, Accrue anticipates converting
its case to a case under Chapter 7 of the Bankruptcy Code.

In connection with these events, Accrue's Chief Executive Officer
P.K. Karnik stated, "We are excited that we've signed a definitive
agreement with a venture backed purchaser. Accrue remains
committed to customer support and service and believes that filing
Chapter 11 is an important step to maintain the viability of the
Accrue software product line."

In order to facilitate the proposed sale of its assets, Accrue
obtained additional funding from NewCo pursuant to a Senior
Secured Promissory Note, in connection with which certain secured
creditors of Accrue agreed to subordinate their debt to the new
funding. Accrue expects to use the resources from the sale of the
Note to fund ongoing operations and pay expenses related to the
bankruptcy filing. Additionally, Accrue has received a commitment
from NewCo for an additional debtor-in-possession credit facility.
The DIP financing will be used to supplement Accrue's cash flow
through the consummation of its asset sale.


ACP: Court to Consider Disclosure Statement and Plan on Sept. 19
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter's August
19, 2003 issue, ACP Holding Company and its debtor-affiliates
filed their Prepackaged Chapter 11 Plan and Disclosure Statement
with the U.S. Bankruptcy Court for the District of Delaware.

The Bankruptcy Court will hold a combined hearing to consider the
adequacy of the Disclosure Statement and confirmation of the Plan.
The combined hearing will take place before the Honorable Peter J.
Walsh, 6th Floor, United States Bankruptcy Court for the District
of Delaware, 824 Market Street, on September 19, 2003 at 3:00 p.m.

All written objections, if any, must be filed on or before
September 9, 2003, and received by Clerk of Court.  Copies must be
served on:

     i) counsel for the Debtors
        Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.
        919 North Market Street
        16th Floor, PO Box 8705
        Wilmington, Delaware 19899-8705
        Attn: Laura Davis Jones, Esq.;

          - and -

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

    ii) Office of the United States Trustee
        844 N. King Street
        Wilmington, Delaware 19801

   iii) Weil, Gotshal & Manges LLP
        767 Fifth Avenue, New York, NY 10153
        Attn: Eric L. Schondorf and
        Michael F. Walsh

    iv) Richards, Layton & Finger
        One Rodney Square, PO Box 551
        Wilmington, Delaware 19899-0551
        Attn: Mark D. Collins

     v) Morgan, Lewis & Bockius LLP
        101 Park Avenue, New York, NY 10178-0060
        Attn: Kristin C. Wigness

    vi) Klett Rooney Lieber & Schorling
        1000 West Street, Suite 1410
        PO Box 1397, Wilmington, Delaware 19899-1397
        Attn: Teresa K.D. Currier

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


ADVANCED LIGHTING: Saratoga Acquires 100% of Preferred Shares
-------------------------------------------------------------
Saratoga Partners, the New York private equity investment firm,
has acquired 100 percent of the Preferred Equity and a minority
interest in the common equity of Advanced Lighting Technologies.

Pursuant to an amended joint plan of reorganization, Saratoga will
make an additional $18 million equity investment in ADLT that will
allow the Company to emerge from Chapter 11. The amended plan was
approved by the Board of Directors of ADLT and was filed with the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division on Friday.

ADLT designs, manufactures and markets metal halide lighting
products, including materials, system components, systems and
equipment. ADLT is the world leader in key dose materials for the
metal halide and high-pressure sodium lighting products. The
Company generated approximately $150 million in revenue in fiscal
2003. "Upon confirmation of an amended plan, ADLT will continue
its business operations uninterrupted and will have substantially
improved its liquidity and opportunities for future success," said
ADLT CEO Wayne Hellman.

Christian Oberbeck, managing director of Saratoga, said, "As the
global leader in metal halide lighting technology, we believe ADLT
is positioned to achieve strong future growth. The Company has
strengthened its business operations, and we are looking forward
to working with ADLT CEO Wayne Hellman and his management team in
further building the business. We are also pleased to work with
the Company on our joint reorganization plan, which will result in
all creditors being paid in full."

Saratoga Partners is a leading middle-market private equity
investment firm with $750 million of committed and invested
institutional equity capital. It invests in businesses with strong
management teams and valuations of between $50 million and $500
million, specializing in companies in manufacturing, business
services and media and telecommunications industries.

ADLT is the third bankruptcy/restructuring related investment
Saratoga has made this year. Saratoga acquired Data Return, LLC
out of the Divine, Inc. Chapter 11 proceedings in May and was
recently selected to lead the Chapter 11 reorganization plan of
Alterra, Inc. through its publicly traded portfolio company,
Emeritus Corporation.

Since Saratoga was founded in 1984 as a division of the New York
investment firm Dillon, Read & Co., Inc., it has invested in 32
companies with an aggregate value of more than $3.6 billion. It
has been an independent firm since 1998 after Dillon Read was
acquired by Swiss Bank Corporation (a predecessor to UBS AG).


AHOLD: General Shareholders' Meeting to Convene on September 4
--------------------------------------------------------------
After consultation with the VEB (Dutch Association of Securities
Owners), Ahold (NYSE:AHO) announces a General Shareholders'
Meeting, to be held on Thursday, September 4, 2003 at 10:00 a.m.
at the Fortis Circustheater in The Hague.

The main topics of the meeting include an explanation by Ahold for
the delay in the release of consolidated 2002 financial statements
as announced on August 8, 2003, the appointment of Anders Moberg
as Ahold President and Chief Executive Officer and Hannu Ryopponen
as Chief Financial Officer, and a presentation by Anders Moberg of
the main principles of Ahold's strategy going forward.

On September 4, 2003, specific financial information on Albert
Heijn and Stop & Shop for 2000 - 2002 will be published. This
information is unaudited pending publication of the 2002
consolidated financial statements of Royal Ahold. It will be found
in the business segment section of the Annual Report and Annual
Report on Form 20-F.

        http://reports.huginonline.com/914210/121798.pdf

                          *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its long-term corporate credit rating on Netherlands-based food
retailer and food service distributor Ahold Koninklijke N.V. to
'BB-' from 'BB+', following the announcement by the group that
accounting irregularities at its U.S. Foodservice arm were
materially larger than expected.

In addition, the senior unsecured debt ratings on Ahold were
lowered to 'B+' from 'BB+', reflecting structural subordination.
At the same time, Standard & Poor's affirmed its 'B' short-term
rating on the group.


ALLEGIANCE TELECOM: June 30 Balance Sheet Upside-Down by $167MM
---------------------------------------------------------------
Allegiance Telecom, Inc. (OTC Bulletin Board: ALGXQ), a
facilities-based national local exchange carrier (NLEC), reported
results for the second quarter ended June 30, 2003.

The Company reported second quarter revenues of $196.7 million, a
decrease of 3.9 percent, compared with first quarter 2003 and an
increase of 6.6 percent compared with the second quarter of 2002.

"After voluntarily filing for bankruptcy in May 2003, Allegiance
Telecom is moving forward. As part of an ongoing effort to reduce
expenses, Allegiance has been reviewing all of its costs and
expenses. All contracts that are no longer necessary or
appropriate for our business will be rejected or renegotiated as
part of this effort," said Royce J. Holland, chairman and CEO of
Allegiance Telecom. "Sales of our integrated products and services
continue to be strong as we streamline our operations."

Allegiance Telecom had unrestricted cash and short-term
investments totaling approximately $269.2 million at the end of
2Q03. "Allegiance Telecom reduced its cash consumed in the second
quarter, using approximately $7.4 million of its cash and short-
term investments to fund its operations, capital expenditures and
debt service requirements. This represents a reduction of $13.3
million from the $20.7 million used in 1Q03. Capital expenditures
were held to $4.8 million in 2Q03," said Thomas M. Lord,
Allegiance Telecom executive vice president of corporate
development and chief financial officer.

At June 30, 2003, Allegiance Telecom's balance sheet shows a total
shareholders' equity deficit of about $167 million.

The Company continues to see improved productivity and efficiency
as it focuses its business on profitability. In 2Q03, the
Company's revenue per employee increased to a record level of
$226,900, an increase of $6,800 or approximately 3.1 percent over
the revenue per employee for 1Q03 of $220,100 and an increase of
$57,800 or approximately 34.2 percent over the revenue per
employee for 2Q02 of $169,100.

Allegiance Telecom is currently pursuing financial restructuring
plans under Chapter 11 of the U.S. Bankruptcy Code, as previously
announced on May 14, 2003. The bankruptcy filings were made in the
U.S. Bankruptcy Court in the Southern District of New York. The
Company's bankruptcy case number is 03-13057(RDD) and its
Bankruptcy Court filings are available via the court's Web site at
http://www.nysb.uscourts.gov Please note that a PACER password is
required to access documents on the Bankruptcy Court's website.
Additional information regarding the Company's reorganization is
available at http://www.algx.com/restructuring

Allegiance Telecom is a facilities-based national local exchange
carrier headquartered in Dallas, Texas. As the leader in
competitive local service for medium and small businesses,
Allegiance offers "One source for business telecom(TM)" -- a
complete package of telecommunications services, including local,
long distance, international calling, high-speed data transmission
and Internet services and a full suite of customer premise
communications equipment and service offerings. Allegiance serves
36 major metropolitan areas in the U.S. with its single source
provider approach. Allegiance's common stock is traded on the Over
the Counter Bulletin Board under the symbol ALGXQ.OB. For more
information visit http://www.algx.com


ALLMERICA FINANCIAL: Names Frederick Eppinger President and CEO
---------------------------------------------------------------
Allmerica Financial Corporation (NYSE: AFC) has named Frederick
Eppinger President, Chief Executive Officer and Director,
effective September 8.  At the time of his appointment, Eppinger,
44, was Executive Vice President of property and casualty field
and service operations for The Hartford, with responsibility for
approximately 6,000 employees. He joined The Hartford in 2001, as
Senior Vice President for Strategic Marketing, and has more than
20 years experience in the insurance and financial services
businesses.

Eppinger provided consulting services to insurance and financial
services companies for more than 15 years before joining The
Hartford.  He was a partner in the financial institutions group at
McKinsey & Company, an international management consulting firm,
which he joined in 1985. While with McKinsey, Eppinger worked
closely with leading insurance companies focusing on critical
strategy, operational and organizational issues in both the
property and casualty and financial services businesses.  From
2000 to 2001, he was Executive Vice President of Marketing and
Service Operations for ChannelPoint, Inc., which specialized in
business-to-business technology for insurance and financial
services companies.  Eppinger began his career as a certified
public accountant with Coopers & Lybrand.

A 1981 graduate of the College of the Holy Cross, Eppinger
received a master's degree in business administration from the
Tuck School of Business at Dartmouth College in 1985, where he was
an Edward Tuck Scholar.

"We are extremely pleased to welcome Fred to Allmerica," said
Michael P. Angelini, Chairman of Allmerica's Board of Directors.
"He brings versatility of knowledge and experience in both the
financial services and property and casualty insurance businesses.
Fred will be an effective leader for Allmerica as we strengthen
our regional franchises with The Hanover and Citizens insurance
companies and maximize the value of our life insurance, investment
management and broker-dealer businesses.  He adds another
dimension to our company."

"I am pleased to have this opportunity to lead Allmerica to a
successful future, and I appreciate the confidence the company's
Board of Directors has in me," said Eppinger.  "My focus will be
to position Allmerica for increased profitability and growth, so
we can continue to serve the interests of all of our
stakeholders."

Eppinger succeeds John F. O'Brien, who resigned as president and
chief executive officer last fall.

Since O'Brien's departure, the company's operations have been
managed by Allmerica's Office of the Chairman, comprised of
Angelini, J. Kendall Huber, Senior Vice President and General
Counsel, Edward J. Parry, III, President of Allmerica Asset
Accumulation and Allmerica Financial Corporation's Chief Financial
Officer, and Robert P. Restrepo, Jr., President of Allmerica
Property and Casualty.

"Jay Huber, Ed Parry and Bob Restrepo have done an outstanding job
of seeing Allmerica through a very difficult period, directing a
successful restructuring effort and positioning us for a great
future," said Angelini. "They have played a key role in
strengthening our focus on the company's property and casualty
operations, converting its agent distribution network into an
independent broker-dealer and undertaking a number of capital
improvement efforts."

Earlier this year, Allmerica completed a series of transactions
that significantly improved the capital and surplus positions of
its life insurance companies.

"We've accomplished a great deal over the last nine months," said
Angelini.  "I'm confident of our success under Fred's leadership
and with the continuing support of our many dedicated and talented
employees."

Angelini will continue as Chairman of the Board.

Allmerica Financial Corporation is the holding company for a
diversified group of insurance and financial services companies
headquartered in Worcester, Massachusetts.

As reported in Troubled Company Reporter's August 18, 2003
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
counterparty credit and senior unsecured debt ratings and its 'B-'
preferred stock rating on Allmerica Financial Corp. (NYSE:AFC) and
revised its ratings outlook to positive from negative.

At the same time, Standard & Poor's affirmed its 'B+' counterparty
credit and financial strength ratings on AFC's life subsidiaries
Allmerica Financial Life Insurance & Annuity Co. and its wholly
owned subsidiary First Allmerica Financial Life Insurance Co., and
revised the outlook to positive from negative.

Standard & Poor's also affirmed its 'BBB+' counterparty credit and
financial strength ratings on AFC's property/casualty (P/C)
subsidiaries Hanover Insurance Co., Citizens Insurance Co. of
America, and other affiliates (collectively, Allmerica P/C) and
revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B' short-term counterparty
credit and commercial paper ratings on AFC and its 'B' short-term
counterparty credit and short-term financial strength ratings on
First Allmerica Financial Life Insurance Co. and withdrew all
these ratings at the company's request.


AMERCO: US Trustee Resets First Creditors' Meeting to Sept. 23
--------------------------------------------------------------
Acting U.S. Trustee for Region 17, Nicholas Strozza, informs the
Court that the First Meeting of AMERCO's Creditors pursuant to
Section 341(a) of the Bankruptcy Code scheduled on August 11, 2003
did not push through because of Amerco's failure to attend the
meeting.  Accordingly, Mr. Strozza reschedules the meeting to
September 23, 2003 at 10:00 a.m.  The meeting will be held at C.
Clifton Young Federal Bldg., 300 Booth Street, Room 2110 in Reno,
Nevada.  All creditors of Amerco Real Estate Company are also
invited, but not required, to attend the meeting. (AMERCO
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AMERCO REAL: Creditors to Meet with UST Trustee on September 23
---------------------------------------------------------------
The United States Trustee will convene a meeting of Amerco Real
Estate Company and its debtor-affiliates' creditors on September
23, 2003, 10:00 a.m., at the C. Clifton Young Federal Building,
300 Booth Street, Room 2110, Reno, Nevada 89509.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Amerco Real Estate Company, headquartered in Phoenix, Arizona, is
an affiliate of AMERCO.  The Company filed for chapter 11
protection on August 13, 2003 (Bankr. Nev. Case No. 03-52790).
Bruce Thomas Beesley, Esq., at Beesley, Peck, Matteoni, Ltd., and
Craig D. Hansen, Esq., at Squire, Sanders & Dempsey LLP represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed its estimated debts
and asset of more than $100 million each.


AMERICAN CELLULAR: Completes Sale of Assets to Dobson Comms.
------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) has completed its
acquisition of American Cellular Corporation, following the
successful restructuring of American Cellular's indebtedness and
equity ownership.

"With almost 1.6 million subscribers, the new Dobson
Communications is now the ninth largest wireless operator in the
United States and the largest independent rural wireless
provider," said Everett Dobson, chairman, chief executive officer
and president. "The combined entity serves markets with a
population of approximately 11.1 million. These are among the most
strategically attractive markets in the United States, with
excellent growth potential and relatively low wireless
penetration, compared to the nation as a whole."

As of the quarter ended June 30, 2003, Dobson had reported
trailing 12 months (TTM) total revenue of $584.6 million; EBITDA
of $265.6 million (TTM); and income from continuing operations of
$44.9 million (TTM). As of the end of the second quarter of 2003,
American had reported total revenue of $460.6 million (TTM);
EBITDA of $195.6 million (TTM); and a loss from continuing
operations of $418.9 million (TTM), which included a fourth
quarter 2002 impairment of goodwill totaling $423.9 million.

As part of the acquisition and American Cellular restructuring,
holders of $681.9 million outstanding principal amount of American
Cellular 9-1/2% Senior Subordinated Notes (CUSIP No. 025058AF5)
received approximately $48.7 million in cash, 43.9 million shares
of newly issued Dobson Communications Class A common stock, and
681,900 shares of a new series of Dobson Communications
convertible preferred stock, which has an aggregate liquidation
preference of $125 million and is convertible into a maximum of
approximately 13.9 million shares of Dobson Communications Class A
common stock.

Holders representing 97.4 percent of the outstanding principal
amount of the Notes accepted the offer, and, as a result, American
Cellular has become a wholly owned, indirect subsidiary of Dobson
Communications. Dobson has agreed to file within 20 days a re-sale
shelf registration statement for the shares of Class A common and
the preferred stock issued or issuable in connection with the
transaction.

AT&T Wireless (NYSE:AWE), which with Dobson acquired American
Cellular in February 2000, no longer has an equity stake in the
subsidiary. AT&T Wireless owns approximately 4.5 million shares of
Dobson Communications common stock and recently signed long-term
GSM/GPRS roaming agreements with both Dobson and American
Cellular.

Dobson Communications stated that the restructured American
Cellular's total operations combined with Dobson's operations now
represent an entity with formidable competitive advantages. On a
combined basis:

- The Company serves wireless customers in 16 states, including
  being the largest wireless operator in Alaska.

- The Company has a low-turnover, postpaid subscriber base in
  markets that it estimates are only 25 percent to 30 percent
  penetrated by wireless services. Dobson believes that its
  markets have substantial potential for growth.

- The Company's markets have a significantly lower level of
  competition than metropolitan U.S. markets. Dobson's networks
  are 100 percent digital and operate primarily in the 850 MHz
  spectrum, which is the most efficient spectrum frequency for
  outer suburban and rural markets. Dobson believes that the low
  density of population in its markets also presents an obstacle
  to entry by new competitors.

- Dobson's combined TDMA network comprises 1,720 cell sites
  throughout the continental United States and Alaska, and it is
  currently being overlaid with 2.5-generation, GSM/GPRS
  technology that will enable the Company to provide next-
  generation voice and data services.

- Approximately 72 percent of its subscribers are under contract,
  with the average length of contract at June 30, 2003 being 11.5
  months for current subscribers. For the second quarter of 2003,
  the Company's combined customer churn averaged only 1.6%.

- In terms of future roaming revenue, Dobson has signed agreements
  to serve as Cingular's preferred roaming partner through
  December 2011, and with AT&T Wireless through 2008.

- Dobson and American Cellular have steadily reduced cash cost per
  user in recent quarters, compared with the same periods of the
  previous year. This has enabled the companies to increase
  average monthly profit per subscriber, which in turn has led to
  impressive gains in EBITDA margins. Dobson reported an EBITDA
  margin on total revenue of 49.1 percent for the quarter ended
  June 30, 2003, compared with 40.9 percent for the same quarter
  last year. American Cellular reported an EBITDA margin of 45.5
  percent for the quarter ended June 30, 2003, compared with 40.6
  percent for the same quarter last year.

"With this acquisition, we have strengthened our credit profile
and can now further capitalize on our strong operating track
record," Mr. Dobson said. "Given our combined footprint, strong
market position and competitive strengths, we now look ahead to
even greater achievements as we bring advanced wireless voice and
data services to our customers in suburban and rural America."

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

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

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

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


AMI SEMICONDUCTOR: S&P Affirms BB- Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Pocatello, Idaho-based AMI Semiconductor Inc. and
revised its outlook on the company to stable from negative,
reflecting improved profitability levels. In addition, unrated AMI
Holdings Inc., AMI's parent, filed a proposed $450 million initial
public offering of common stock, which will primarily repay
preferred stock that Standard & Poor's largely viewed as equity.

AMI also expects to issue a $125 million senior secured term loan
under terms similar to its existing bank facility, raising the
total bank facility, including the company's $75 million revolving
credit facility, to $200 million from $115 million. As a result of
the increased loan size, Standard & Poor's expects to assign its
'BB-' bank loan rating to the facility once terms are final, the
same as the corporate credit rating, rather than one notch above
as the existing loan is rated.

Proceeds from the IPO and term loan, totaling $575 million, are
expected to refinance about $425 million in preferred shares,
which have been largely treated as equity by Standard & Poor's. In
addition, proceeds would repay AMI's existing $40 million term
loan, redeem $70 million in subordinated notes, and pay about $40
million in fees and redemption premiums. As a result, these
transactions have little impact on AMI's financial profile. Total
debt following the completion of these transactions is expected to
increase to about $255 million from $240 million.

Operating margins before depreciation and amortization improved to
23% in the six months ended June 2003 from 16% in the year-earlier
period. Headcount reductions, improved manufacturing and materials
efficiencies, and a migration of test activities to AMI's lower-
cost facility in the Philippines are making a profitable
contribution to the overall business.

"We expect the company's sole-source long-term customer contracts
to limit revenue and cash flow volatility somewhat, providing a
measure of downside support for ratings," said Standard & Poor's
credit analyst Emile Courtney. "AMI's highly competitive and
evolving markets limit upside potential on ratings."

AMI supplies customized semiconductor chips, called application-
specific integrated circuits, for industrial, communications,
military, and other applications.


ANC RENTAL: Court Clears 2003 Cananwill Financing Agreement
-----------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's approval of a premium finance agreement with Cananwill,
Inc.  The Court's approval also grants Cananwill first priority
security interest in any unearned or returned premiums and other
amounts due to the Debtors under the property insurance policies
that are financed under the Financing Agreement.

                      2003 Insurance Program

The Financing Agreement provides for $400,000,000 in property
insurance coverage, including an additional $50,000,000 in
earthquake coverage above the first $50,000,000 layer in
earthquake coverage, for the period from June 30, 2003 to
June 30, 2004.  The premium to be paid by the Debtors in
connection with this agreement is estimated to be $6,710,000,
which consists of a $1,677,000 downpayment, with the remaining
$5,033,450 to be financed over nine months at an annual interest
rate of 4.28%.  Therefore, the Debtors' monthly payments will be
$570,000.  The 2003 Insurance Program will provide $150,000,000
in additional coverage over the 2002 Insurance Program at a cost
savings totaling $2,500,000.  The Debtors believe that these
terms are both fair and reasonable.

The Financing Agreement provides that in the event that there is
a payment default under the agreement, the automatic stay
provisions of Section 362 of the Bankruptcy Code will be
immediately lifted, and, after providing the Debtors with
sufficient notice as required by applicable state law, Cananwill
will have the right to cancel the underlying Policies.  In this
case, Cananwill would also be entitled to apply any unearned or
returned premiums due under the Policies to any amount owing by
the Debtors to Cananwill without further application to the
Bankruptcy Court.  In the event that upon cancellation of the
Policies financed by Cananwill, the unearned or returned premiums
are insufficient to pay the Debtors' total amount due to
Cananwill under the Financing Agreement, then any remaining
amount owing to Cananwill, including reasonable attorneys fees,
will be given an administrative expense claim against the Debtors
entitled to priority pursuant to Section 503 of the Bankruptcy
Code. (ANC Rental Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ARVINMERITOR: Appoints Information Technology Vice Presidents
-------------------------------------------------------------
ArvinMeritor Inc. (NYSE: ARM) announced three vice president
appointments in its Information Technology department. Kent Barth
has been appointed vice president, eBusiness Development and
Shared Services Applications; Jeanne Booth has been named vice
president, Technology Infrastructure and Operations; and Yomi
Famurewa has been appointed vice president, Supply Chain and
Product Development Systems. All will report to Perry Lipe, senior
vice president and Chief Information Officer.

Barth joined the company in 1999 and previously served as senior
director, eBusiness Development and Customer Value Systems. Prior
to joining ArvinMeritor, he worked as manager, Internet
Applications, for Fisher Controls. He holds a bachelor's degree in
computer science from the University of Iowa and currently resides
in Columbus, Ind.

Booth also joined the company in 1999 and most recently served as
senior director, Enterprise Architecture. Before coming to
ArvinMeritor, she served as director of Information Management for
Cummins Engine Company. Booth graduated with honors from Cardinal
Stritch University in Milwaukee with a bachelor's degree in
management. She is currently working on her master of science
degree in Information Technology. Booth resides in Rochester,
Mich.

Famurewa joined ArvinMeritor in 1996 and most recently held the
position of senior director, Product Design and Supply Chain
eBusiness. Prior to that, he held various positions at Rockwell
Automotive and AlliedSignal. Famurewa has a master's degree in
industrial technology from Eastern Michigan University and a
bachelor's degree in electrical engineering from the University of
Ife in Nigeria. He resides in Franklin, Mich.

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


ATCHISON CASTING: Seeking Nod to Employ KPMG as Accountants
-----------------------------------------------------------
Atchison Casting Corporation and its debtor-affiliates is seeking
permission from the U.S. Bankruptcy Court for the Western District
of Missouri to employ KPMG LLP as their accountants.

The Debtors need to employ KPMG to provide:

  A. Accounting and Auditing Services

       i. audit and review examinations of the financial
          statements of the Debtors as may be required from time
          to time;

      ii. analysis of accounting issues and advice to the
          Debtors' management regarding the proper accounting
          treatment of events;

     iii. assistance in the preparation and filing of the
          Debtors' financial statements and disclosure documents
          required by the Securities and Exchange Commission;

      iv. assistance in the preparation and filing of the
          Debtors' registration statements required by the
          Securities and Exchange Commission in relation to debt
          and equity offerings;

       v. audits of financial statements of the Debtors'
          employee benefit plans, as required under ERISA; and

      vi. performance of other accounting services for the
          Debtors as may be necessary or desirable.

  B. Tax Advisory Services

       i. review of and assistance in the preparation and filing
          of any tax returns;

      ii. advice and assistance to the Debtors regarding tax
          planning issues, including, but not limited to,
          assistance in estimating net operating loss
          carryforwards, international taxes, and state and
          local taxes;

     iii. assistance regarding transaction taxes, state and
          local sales and use taxes;

      iv. assistance regarding tax matters related to the
          Debtors' pension plans;

       v. assistance regarding real and personal property tax
          matters, including, but not limited to, review of real
          and personal property tax records, negotiation of
          values with appraisal authorities, preparation and
          presentation of appeals to local taxing jurisdictions
          and assistance in litigation of property tax appeals;

      vi. assistance regarding any existing or future IRS, state
          and/or local tax examinations; and

     vii. other consulting, advice, research, planning or
          analysis regarding tax issues as may be requested from
          time to time.

  C. Contingent Ad Valorem Tax Services

       i. assistance regarding real and personal property tax
          matters, including, but not limited to, review of real
          and personal property tax records, negotiation of
          values with appraisal authorities, preparation and
          presentation of appeals to local taxing jurisdictions
          and assistance in litigation of property tax appeals.

  D. Financial Advisory Services

       i. assistance in the preparation and review of reports or
          filings as required by the Bankruptcy Court or the
          Office of the United States trustee, including but not
          limited to schedules of assets and liabilities,
          statement of financial affairs, mailing matrix and
          monthly operating reports;

      ii. review of and assistance in the preparation of
          financial information for distribution to creditors
          and other parties-in-interest, including, but not
          limited to, analyses of cash receipts and
          disbursements, financial statement items and proposed
          transactions for which Bankruptcy Court approval is
          sought;

     iii. assistance with analysis, tracking and reporting
          regarding cash collateral and any debtor-in-possession
          financing arrangements and budgets;

      iv. assistance with implementation of bankruptcy
          accounting procedures as required by the Bankruptcy
          Code and generally accepted accounting principles,
          including, but not limited to, Statement of Position
          90-7;

       v. analysis of assumption and rejection issues regarding
          executory contracts and leases;

      vi. assistance in preparing documents necessary for
          confirmation, including, but not limited to, financial
          and other information contained in the plan of
          reorganization and disclosure statement;

     vii. advice and assistance on the tax consequences of
          proposed plans of reorganization, including, but not
          limited to, assistance in the preparation of Internal
          Revenue Service ruling requests regarding the future
          tax consequences of alternative reorganization
          structures;

    viii. assistance with claims resolution procedures,
          including, but not limited to, analyses of creditors'
          claims by type and entity and maintenance of a claims
          database; and

      ix. other such functions as requested by the Debtors or
          its counsel to assist the Debtors in its business and
          reorganization.

KPMG will bill the Debtors their current hourly rates in exchange
for its services:

  Accounting and Tax Advisory
  ---------------------------
     Partners                               $500 - $600
     Directors/Senior Managers/Managers     $300 - $475
     Senior/Staff Accountants               $175 - $275

  Financial Advisory
  ------------------
     Partners                               $540 - $600
     Managing Directors/Directors           $450 - $510
     Senior Managers/Managers               $360 - $420
     Senior/Staff Consultants               $270 - $330
     Associate                              $180 - $240
     Paraprofessionals                      $120

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


BERTHEL GROWTH: Liquidity Concerns Raise Going Concern Doubt
------------------------------------------------------------
Berthel Growth & Income Trust continues to have a deficiency in
net assets, as well as net losses and negative cash flow from
operations. In addition, Berthel SBIC, LLC, a wholly owned
subsidiary of the Trust, was in violation of the maximum capital
impairment percentage permitted by the SBA. The SBIC received
notice of default from the Small Business Administration advising
that the SBIC must cure its default on the outstanding debentures
prior to March 22, 2002. Since that time, the capital impairment
violation has not been cured.  Pursuant to the notice the SBA made
demand for repayment of $9,500,000 (plus accrued interest)
outstanding pursuant to the subordinated debentures.

On August 22, 2002, the SBA notified the SBIC that all debentures,
accrued interest and fees were immediately due and payable. The
SBIC was transferred into the Liquidation Office of the SBA
effective August 22, 2002. The SBIC submitted a plan of debt and
interest repayment to the SBA on January 31, 2003 and received a
response dated February 21, 2003. Management intends to continue
negotiations with the SBA regarding the interest rate and 1% SBA
loan fees on the debentures that have been called.

The assets and liabilities of the SBIC are $9,240,817 and
$9,789,509, respectively as of June 30, 2003. These factors raise
substantial doubt about the ability of the Trust to continue as a
going concern. No assurance can be given that the SBIC will be
successful in negotiating the terms of the debentures with the
SBA. If the terms are successfully negotiated, no assurance can be
given that the Trust will have sufficient cash flow to repay the
debt or that the Trust will be financially viable.

Berthel Fisher & Company, Inc., the parent of the Trust Advisor,
has $2.2 million of unsecured debt that was due December 31, 2002.
Berthel Fisher & Company, Inc. has not paid this debt as of August
11, 2003, and is in default. Since Berthel Fisher & Company, Inc.
is in default, its creditors could take legal action to enforce
their right to repayment. Ultimately, this could result in the
bankruptcy of Berthel Fisher & Company, Inc. Since the Trust
Advisor is a subsidiary and asset of Berthel Fisher & Company,
Inc., the bankruptcy of Berthel Fisher & Company, Inc. could cause
the Trust Advisor to be unable to continue as a going concern. If
this were to happen, the Trust would need to appoint a new trust
advisor. The new trust advisor could require additional fees and
charges that would have a significant negative impact on the
Trust.

The Trust's cash and cash equivalents amounted to $1,885,110 at
June 30, 2003 and $1,125,133 at December 31, 2002. Net cash from
operating activities was a net source of cash of $759,977 for the
six months ending June 30, 2003, and a net use of cash of $278,745
for the same period in 2002, with the difference attributable to a
$1,000,000 payoff of the Futuremed note in 2003. Also,
International Pacific Seafoods paid $140,000 on their note during
the first two quarters of 2003.

The above factors raise substantial doubt about the ability of the
Trust to continue as a going concern. No assurance can be given
that the SBIC will be successful in negotiating the terms of the
debentures with the SBA. Even if terms are successfully
negotiated, no assurance can be given that the Trust will have
sufficient cash flow to repay the debt or that the Trust will be
financially viable.


BMC INDUSTRIES: June 30 Balance Sheet Upside-Down by $34 Million
----------------------------------------------------------------
BMC Industries, Inc. (NYSE:BMM) announced consolidated revenues
from continuing operations of $42.8 million for the second quarter
ended June 30, 2003, compared to $49.2 million in the year-ago
period. The company reported a consolidated net loss (including
charges related to restructuring items discussed below) of $95.3
million for second quarter 2003 versus a net loss of $2.3 million
in second quarter 2002.

Excluding the charges, BMC incurred a consolidated net loss from
continuing operations of $14.4 million during the second quarter
2003, versus a consolidated net loss from continuing operations of
$3.8 million in the year-earlier quarter.

The second quarter 2003 net loss included $77.4 million of charges
against asset valuations. Of this total, the company's Buckbee-
Mears group recognized approximately $63.1 million in charges
resulting from the abandonment of its German subsidiary and the
impairment of its remaining aperture mask assets. The Optical
Products group wrote down approximately $4.4 million of impaired
assets primarily related to the group's French optical laboratory
and excess real estate held for sale in Azusa, CA. The company
also recognized a $9.9 million charge as a valuation reserve
against its remaining deferred tax assets.

"In the second quarter, our Buckbee-Mears business faced
significant challenges from continued price competition, the
reduction in picture-tube production by several key European mask
customers, and the shift of television production to Asia," said
BMC chairman and chief executive officer Douglas C. Hepper. "In
addition, soft optical lens market conditions prevalent throughout
most of the second quarter stalled the rebound we had seen in
Vision-Ease sales during the first quarter of the year."

"As we were confronted with these issues, the company took actions
to implement restructuring initiatives to conserve cash and
improve operational efficiencies," said Hepper. "Nevertheless,
BMC's poor second-quarter results and heavy debt load have put the
company in a difficult position. The company is undertaking
necessary restructuring initiatives that we expect to enable us to
continue operations more efficiently."

For the six-months ended June 30, 2003, BMC reported consolidated
revenues from continuing operations of $85.0 million compared to
$98.9 million in the same period of 2002. BMC incurred a net loss
of $94.6 million (including the charges discussed above) for the
first six months of 2003. This compares to a net loss of $57.2
million for the same period in 2002.

Excluding the charges noted above, the company recorded a net loss
from continuing operations of $14.9 million for the first six
months of 2003 compared to a net loss of $9.2 million, adjusted
for comparative purposes, in the first half of 2002.

BMC Industries' June 30, 2003 balance sheet shows a working
capital deficit of about $83 million, and a total shareholders'
equity deficit of about $34 million.

                    Restructuring Initiatives

As announced on June 27, 2003, in response to ongoing aperture
mask market uncertainty and projections of significant negative
cash flow from the German mask operations, the company ceased its
financial and management support of its wholly-owned German
subsidiary and has limited its mask operations to its facility in
Cortland, NY.

The company has also initiated a shutdown of its facility in
Tatabanya, Hungary, which has performed inspection and other
services for BMG and Vision-Ease.

The decision on the German and Hungarian facilities reduces BMG's
payroll by approximately 375 salaried and hourly employees. The
company continues to work closely with its advisors and
appropriate governmental authorities in Germany and Hungary to
maintain compliance with its legal obligations during this
process.

Since the end of June, BMG has initiated further cost savings
including an additional workforce reduction of 89 salaried and
hourly employees at its Cortland plant. The group expects to
decrease payroll and other expenses by an estimated $4.6 million
annually as a result. Cash severance payments are expected to
total approximately $0.3 million.

BMG also announced plans to close its non-mask etching businesses,
including discontinuing production of medical products. The
company has discontinued its cardiovascular stent project and
stopped production on other non-mask products.

BMG is also reducing its mask production plans for the remainder
of the year to match output with demand forecasts. The group is
focused on further reducing working capital, eliminating all non-
essential spending, closing the group's headquarters office in
Tully, NY, and relocating all personnel to the nearby Cortland
facility.

Vision-Ease and the company's corporate office (which were
integrated last year) are also taking additional steps to
restructure in light of current market conditions and recent
performance. This group is reducing headcount further, eliminating
31 positions at the division level and corporate office -- with an
estimated annual savings of $2.6 million. These savings are
expected to be reduced by $0.2 million in cash severance payments.
Additionally, the group is leveraging the strengths of its lower-
cost manufacturing facility in Jakarta, Indonesia, by further
increasing the plant's polycarbonate production capacity. At the
group's Ramsey, Minn., facility, the focus is on reducing excess
inventory and improving production yields.

Hepper added, "Our commitment to our optical lens business remains
strong. This business has stable markets and growth in our
principal product segments. We intend to use all available
resources to ensure its growth and prosperity. At the same time,
we are taking steps to cut costs and improve cash flow."

                Buckbee-Mears Group Operations

With the discontinuation of the German aperture mask operations,
second-quarter 2003 revenues for the Buckbee-Mears group from
continuing operations totaled $16.4 million compared to $19.5
million in the second quarter of 2002. The continued movement of
picture-tube production out of the company's home markets in North
America and Europe, into Asia, and reduced demand from many
traditional customers adversely affected sales during the quarter.
The group's year-over-year revenue comparison was also negatively
impacted by the discontinuation of several product lines last
year, including computer monitor masks and the non-mask, sheet-
etching business.

BMG reported an operating loss from continuing operations of $47.4
million during the second quarter 2003, versus operating income of
$0.6 million a year earlier. The second quarter 2003 operating
loss did not include $24.1 million in charges related to the
discontinuation of the German aperture mask operations and
associated operating losses of the discontinued operations for the
period, all of which were reported below operating income (loss)
on the Statements of Operations. The second quarter 2003 loss does
include $42.4 million in charges for the impairment of long-lived
assets relating to the SFAS 144 valuation adjustment for certain
fixed assets associated with the remaining Cortland aperture mask
business, and for fixed assets associated with the closing of the
Hungarian inspection facility.

Additionally, the group's profitability was negatively impacted in
the second quarter 2003 by lower sales and higher costs associated
with unabsorbed fixed costs from the additional shutdown of
manufacturing lines at the Cortland facility during the quarter.
The group's operating costs also included $3.5 million in charges
for additional inventory reserves, a write-off of a long-term
receivable from a non-mask customer, and by severance charges
associated with the Hungarian inspection facility shutdown.

Overall aperture mask revenues from continuing operations declined
16 percent, or $2.8 million, in the second quarter 2003. Revenues
from television masks decreased 4 percent, or $0.6 million, in the
second quarter 2003 compared to last year's second quarter. The
remaining portion of the variance was predominantly due to reduced
computer monitor sales, given the company's exit from that
business last year. Sales declines in the North American and
European regions were partially offset by increased sales in Asia
from a mix of both traditional customers and new customers. Prices
in the aperture mask market remain under pressure, with worldwide
aperture mask capacity continuing to exceed demand. Revenues from
non-mask operations decreased quarter-over-quarter, and these
operations have been discontinued.

During the second quarter, the company temporarily shut down all
three active aperture mask production lines at its Cortland
manufacturing facility for a three-week period in June, negatively
impacting operating margins. BMG also shut down both of its active
manufacturing lines in Germany for a significant portion of the
second quarter.

                 Optical Products Group Operations

Second quarter revenues for the Optical Products group totaled
$26.4 million compared to $29.7 million in the prior-year quarter.
Polycarbonate lens sales (representing 71% of total Optical
Product group sales) declined $1.6 million compared to the year-
ago period. The company lost market share in the highly price
sensitive commodity polycarbonate sector, which was a factor in
reduced polycarbonate sales. Lower-margin, plastic lens sales were
down $0.4 million versus the second quarter 2002 as a result of
supply constraints with a third party vendor. Glass lens sales
decreased $1.2 million compared to last year's second quarter,
consistent with the overall decline in the market for lenses of
this material.

The Optical Products group reported a 2003 second-quarter
operating loss of $10.9 million. This compares to an operating
loss in the year-ago period of $0.4 million, which did not include
any adjustments. The group's second-quarter 2003 operating loss
included $4.4 million in charges related to the impairment of
long-lived assets related to its optical laboratory facility in
Brou, France and two surplus manufacturing buildings in Azusa, CA.
The Azusa facilities are held for sale and were written-down to
their net realizable value.

The group also had charges of approximately $6.6 million to cost
of goods sold related to items including the discontinuation of
certain product lines, write-offs related to certain glass raw
material and finished goods, changes in plastic lens sourcing
arrangements, and severance related to staff reductions made in
the second quarter 2003.

Commenting on Vision-Ease's second quarter results, Hepper said:
"The improvement we saw in sales and operating margins in the
first quarter was not evident in the second quarter. In an effort
to control our debt and reduce inventories, we worked hard to
reduce or eliminate slow-moving or non-critical items -- resulting
in 7,000 fewer SKU's by quarter end. We also moved aggressively to
reduce inventory by reducing staff and slowing production of
polycarbonate and glass lenses. This led to increased unabsorbed
manufacturing costs and lowered operating profit in the second
quarter."

"During the quarter, we made good progress improving the quality
and consistency of our lens products and maintained high service
levels. Our Jakarta facility continues to offer significant cost
advantages, allowing Vision-Ease to re-enter several of the
commodity markets where we have lost some ground. The Optical
Products group holds the most promise and the most upside for the
organization. We will continue the drive to improve operations and
increase efficiencies in this strategic area."

                        Debt and Liquidity

Total debt at June 30, 2003, was $130.7 million, compared to
$113.1 million at March 31, 2003, and $112.3 million at
December 31, 2002. Total debt increased as a result of lower
earnings and significant increases in working capital needs during
the quarter.

As of June 30, 2003, the company failed to comply with several
covenants, including failure to make $3.5 million in scheduled
principal payments and failure to meet a total debt to trailing
12-month EBITDA ratio, which was a covenant not to exceed 3.50
times at quarter end June 30, 2003. The company violated this
covenant as of June 30, 2003, as its twelve-month EBITDA was
negative. On July 1, 2003, the company also failed to make a
payment of $1.0 million in fees due on that date.

On July 2, 2003, BMC received a waiver from its banks regarding
certain covenants, and on July 16, 2003, the company received an
additional 60-day waiver from its banks regarding these covenants.
This waiver extended the time period until September 15, 2003, for
BMC to make its scheduled principal and fee payments. In addition,
the banks and the company agreed that no additional borrowings
would occur during the waiver period.

BMC, on July 30, 2003, received a temporary deferral agreement
relating to certain interest payments scheduled to be made in late
July and early August 2003. The agreement deferred interest on
five separate floating-rate notes for a total interest deferral of
approximately $687 thousand. The agreement, subject to certain
conditions, deferred these interest payments until August 28,
2003.

The company continues to work with its lenders and advisors to
secure a longer-term alternative to BMC's existing financing
arrangement or another agreement for the restructuring of
outstanding debt, including relief from certain covenants,
extended payment terms and additional borrowing capacity. If BMC
is unable to achieve additional waivers or other relief from
covenants, payment obligations and other requirements under the
Agreement, the company likely will be in default under its credit
agreement as of either August 28, 2003, or September 15, 2003.
Given the current market environment, it is unlikely that BMC will
be able to negotiate such alternative arrangements before the most
recent waiver expires on September 15, 2003. The failure to
maintain compliance with all covenants under the credit agreement
would result in a default, which would give lenders the ability to
accelerate all outstanding debt. In such event, BMC would need to
refinance or restructure the company's debt and, if unsuccessful
in these efforts, to consider all other options, including seeking
protection under the bankruptcy laws.

On June 27, 2003, BMC announced that it had retained William Blair
& Company, LLC, to assist the board in the evaluation of a range
of strategic alternatives. Early in third quarter 2003, Blair
completed its presentation of alternatives to the company, which
concluded the firm's work for BMC.

The company has retained a financial advisor to assist BMC and its
lenders in developing a comprehensive restructuring plan.

BMC's cash balance was $5.6 million at June 30, 2003. At present,
the company is unable to borrow further funds under its bank
credit facility. To operate within this limitation, the company is
working with its vendors and customers to conserve cash.

                     NYSE Suspension of Listing

On August 18, 2003, BMC received notice from the New York Stock
Exchange that its common stock, listed under the ticker symbol
BMM, will be suspended prior to the market opening on August 21,
2003, or an earlier date in the event of a material adverse
development. The NYSE also indicated that it would thereafter
commence proceedings with the Securities and Exchange Commission
to delist these securities. This action follows the NYSE's
previously announced notification to BMC in July 2003 that the
company was not in compliance with the NYSE's continued listing
requirements and that BMC's common stock could be subject to
delisting.

The company is working with the NYSE to facilitate a smooth
transition to the OTC (over-the-counter) Bulletin Board ("OTCBB")
and do not expect the change in trading venue to impact its
current operations or financial performance. We expect that BMC's
common stock will be quoted on the OTCBB beginning on August 21,
2003 under a new ticker symbol. The OTCBB is a regulated quotation
service that displays real-time quotes, last-sale prices and
volume information in OTC equity securities. Investors should be
aware that trading in BMC's common stock through market makers and
quotation on the OTCBB and the "pink sheets" may involve risk,
such as trades not being executed as quickly as when the common
stock was listed on the NYSE.

BMC Industries, founded in 1907, comprises two business segments:
Buckbee-Mears and Optical Products. The Buckbee-Mears group offers
a range of services and manufacturing capabilities to meet the
most demanding precision metal manufacturing needs. The group is
also the only North American manufacturer of aperture masks, a key
component in color television picture tubes.

The Optical Products group, operating under the Vision-Ease Lens
trade name, is a leading designer, manufacturer and distributor of
polycarbonate and glass eyewear lenses. The group also sources and
distributes plastic, hard-resin eyewear lenses. Vision-Ease Lens
is a technology and a market share leader in the polycarbonate
lens segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet filtering and impact resistant
characteristics.

BMC Industries, Inc. is listed on the New York Stock Exchange
under the ticker symbol "BMM." For more information about BMC
Industries, Inc., visit the company's Web site at
http://www.bmcind.com


BULL RUN CORP: Sells Interest in Gray Television, Inc.
------------------------------------------------------
Bull Run Corporation (Nasdaq: BULL) has sold its entire position
in Gray Television, Inc. common stock at a price of $16.95 per
share.  As a result of the sale, the Company reduced its debt by
$28 million, and executed an amendment to its bank credit facility
that substantially reduces its overall borrowing costs and extends
the facility's maturity date from September 30, 2003 to
November 30, 2004.

Gray repurchased 1,017,647 shares of its class A common stock
(NYSE: GTN.a) and 11,750 shares of its common stock (NYSE: GTN)
from Bull Run. Additionally, certain family entities of J. Mack
Robinson purchased the remaining 1,000,000 shares of Gray class A
common stock held by Bull Run.  Mr. Robinson is Bull Run's
Chairman of the Board and Gray's Chairman and CEO.

Bull Run reduced its outstanding bank debt to approximately $55.9
million from the proceeds on the sale of its investment in Gray.
The interest rate charged by the lenders under the amended bank
facility was reduced to the banks' prime rate.  The Company has
reduced its bank debt by $38 million over the past nine months.

Bull Run, through Host Communications, provides affinity,
multimedia, promotional and event management services to
universities, athletic conferences, corporations and associations.

                         *    *    *

             LIQUIDITY AND CAPITAL RESOURCES

Bull Run's May 31, 2003 balance sheet shows that its total current
liabilities outweighed its total current assets by about $100
million.

In its Form 10-Q filed with the Securities and Exchange
Commission, Bull Run reported:

"As of May 31, 2003, the Company's indebtedness to its bank
lenders was $83,932,000. Under an amended and restated credit
agreement dated October 11, 2002, the Company and its bank lenders
amended the Company's bank credit agreement to modify borrowing
capacity restrictions, revise certain financial covenants, provide
for certain scheduled principal payments, revise the maturity date
of the obligations under the bank credit facility to September 30,
2003, and reduce the interest rate charged on outstanding
borrowings, among other changes. Under the amended agreement, the
Company is required to make scheduled payments on its term loans
of at least $5,000,000 by each of January 15, 2003, April 15, 2003
and July 15, 2003. The amended agreement also requires the Company
to maintain a minimum net worth amount at all times and requires
the maintenance of minimum profitability thresholds determined
quarterly, beginning November 30, 2002.

"In December 2002, the Company sold its investment in Rawlings and
used the proceeds to make principal payments of $6,764,000. In
April 2003, the Company sold its investment in warrants for Gray
common stock, resulting in proceeds of $5,121,000, of which,
$3,233,000 was used to a make a principal payment. As a result,
the Company met the requirement to make aggregate principal
payments of at least $5,000,000 by each of January 15, 2003 and
April 15, 2003. In order to facilitate the funding of the
$5,000,000 principal payment obligation due by July 15, 2003, the
Company intends to issue an interest-bearing short-term
subordinated note or notes to an affiliate or affiliates of the
Company, having an aggregate face value of $5,000,000.

"The Company currently anticipates that its operations through
September 2003 will experience negative cash flow. The Company is
currently pursuing potential remedies to deal with its debt
obligations coming due and with the cash required by its
operations. The Company expects to negotiate the terms of a long-
term refinancing or extension of the credit facility for execution
prior to the current facility's maturity date of September 30,
2003. Although the Company believes that it will be successful in
negotiating a long-term refinancing or extension of the credit
facility, there is no assurance that it will be able to do so.
Other remedies include (a) the sale of certain investment and/or
operating assets of the Company; (b) the issuance and sale of
equity securities of the Company, which may include the Company's
preferred stock; (c) the issuance of subordinated debt; or (d) a
combination thereof. The ability to use proceeds from the sale of
investment assets for purposes other than reduction of bank debt
requires the consent of all parties to the Company's bank credit
agreement. The Company's bank credit agreement does provide the
Company the ability to issue additional subordinated debt or
equity securities for cash proceeds of up to $5,403,000 without
requiring an associated reduction in its outstanding debt to the
banks. Although there is no assurance that the Company will be
able to effect the foregoing potential transactions or generate
sufficient cash from these potential transactions within a
necessary time frame, on the basis of preliminary discussions with
third parties, including affiliates, with whom such transactions
may be consummated, the Company believes that it has viable
options available to it to satisfactorily address its current
working capital deficiency.

"Since all amounts outstanding under the bank credit agreement are
due and payable by the September 30, 2003 maturity date, all such
amounts are classified as a current liability in the Company's
May 31, 2003 balance sheet.

"The Company's credit agreement currently provides for (a) two
term loans for borrowings currently totaling $63,932,000, bearing
interest at either the banks' prime rate plus .75% or the London
Interbank Offered Rate ("LIBOR") plus 3.75%, requiring minimum
aggregate principal payments as previously described, with all
amounts outstanding under the term loans due on September 30,
2003; and (b) a revolving loan commitment (the "Revolver") for
borrowings of up to $20,000,000 until maturity on September 30,
2003, bearing interest at either the banks' prime rate plus .75%
or LIBOR plus 3.75%. Borrowings under the Revolver are allowed to
exceed 100% of eligible accounts receivable, however amounts
borrowed exceeding such threshold will bear an additional amount
of interest at a rate of 2% per annum. As of May 31, 2003, the
$20,000,000 borrowing capacity under the Revolver was fully
utilized, and no additional borrowing capacity was available. The
Company believes that it is in its best interests to maintain the
$20,000,000 outstanding balance under the Revolver at all times,
due to certain terms of the credit agreement that potentially
limit future borrowings under the Revolver. The Company
anticipates that it will continue to utilize fully the
availability under the Revolver.

"In September 2002, the Company's Chairman invested $3,000,000 for
3,000 shares of Series C convertible preferred stock, which was
used by the Company for working capital purposes. Under the terms
of the amended credit agreement, up to $12,500,000 in funding for
working capital purposes, if necessary, may be provided by the
issuance of equity securities, including shares of the Company's
redeemable preferred stock, or by the issuance of subordinated
debt. Through May 31, 2003, the Company had received a total of
$7,097,000 in cash for working capital purposes from the
previously discussed issuances of preferred stock to the Company's
Chairman and his affiliates.

"The Company's Chairman personally guarantees substantially all of
the debt outstanding under the current credit facility, and if the
Company is unable to meet its principal payment obligations under
the amended credit facility, it is likely that the bank lenders
would call the guarantee, thereby requiring the Chairman to repay
the amount of the loan to the banks. Under the terms of his
guarantee, the Chairman has the option to purchase the entire loan
from the banks, and thereby become the holder of the debt
currently payable to the banks and the related lien on the
Company's assets. The guarantee amount reduces as principal
payments are made to the bank lenders on the outstanding term
loans.

"In connection with the Host-USA Acquisition, the Company issued
8% subordinated notes, having an aggregate face value of
$16,709,000 as of May 31, 2003. Interest is payable quarterly, and
the notes mature beginning in 2005. Payment of interest and
principal on all subordinated notes is subordinate to the
Company's bank credit agreement. During the three months ended May
31, 2003, a director of the Company and his spouse holding 8%
subordinated notes representing an aggregate face amount of
$1,783,000 converted their notes to shares of the Company's Series
D Preferred Stock.

"The Company's capital expenditures are not expected to exceed
$500,000 for the fiscal year ending August 31, 2003."


CALL-NET: Issuing $37.5 Million Class B Non-Voting Shares
---------------------------------------------------------
Call-Net Enterprises Inc. (TSX: FON, FON.B) has agreed to sell
10,000,000 Class B Non-Voting Shares for $3.75 per share for
aggregate gross proceeds of $37,500,000 to a syndicate of
underwriters led by BMO Nesbitt Burns Inc. and CIBC World Markets
Inc. on a bought-deal basis. Closing is expected to occur on or
about September 9, 2003.

Call-Net will, within the next few days, file with the securities
commissions and other similar regulatory authorities in each of
the provinces of Canada, a preliminary short form prospectus
relating to the issuance of the 10,000,000 Class B Non-Voting
Shares.

Call-Net Enterprises Inc. (S&P, B Corporate Credit Rating, Stable)
is a leading Canadian integrated communications solutions provider
of local and long distance voice services as well as data,
networking solutions and online services to households and
businesses. It provides services primarily through its wholly-
owned subsidiary, Sprint Canada Inc. Call-Net Enterprises and
Sprint Canada are headquartered in Toronto and own and operate an
extensive national fibre network with over 134 co-locations in
nine Canadian metropolitan markets.


CHARTER COMMS: Termination of Tender Offers Spur Ratings Raise
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Charter
Communications Inc. and its indirect subsidiary, Charter
Communications Holdings LLC. The corporate credit rating for both
entities has been raised to 'CCC+' from 'CC'. All ratings are
removed from CreditWatch. The outlook is developing.

The actions are based on Charter's termination of its subpar
tender offers (announced on July 11, 2003), which, if completed,
would have been viewed by Standard & Poor's as tantamount to a
default on original debt issue terms.

"Ratings on Charter reflect high financial risk from acquisition
and capital spending-related debt, significant near-term debt
maturities, ongoing basic subscriber losses, limited ability to
raise prices in the face of competition from satellite TV
providers, and pressure from rising programming costs," said
credit analyst Eric Geil. These factors are partly mitigated by
the company's position as a large cable system operator serving
about 6.5 million basic subscribers, the cable industry's still-
leading position in the market for pay TV services, strong growth
in high-speed data services, and opportunities for cash flow
growth from digital video services.

Charter continues to generate negative discretionary cash flow and
depends on its cash balance and bank borrowing availability to
meet a portion of its cash needs, including $152 million of debt
maturing in 2003. As of June 30, 2003, Charter had $202 million
cash and about $1.2 billion was available from various credit
facilities as limited by financial covenants. These covenants
tighten in subsequent quarters and could substantially reduce the
company's borrowing availability. Charter has an undrawn lending
commitment available through March 31, 2004, from controlling
shareholder Paul Allen for up to $300 million to assist the
company in meeting its bank covenants. The Paul Allen loan would
mature in 2009. Charter is attempting to boost liquidity by
selling noncore cable systems, and entered into an agreement to
sell a small system in Port Orchard, Washington. for $91 million,
or roughly $3,600 per subscriber. No further asset sales have been
announced, and any additional transactions may not be as highly
valued on a per-subscriber basis because the company's noncore
systems are largely in less lucrative, smaller markets.


CLAXSON INTERACTIVE: Second-Quarter Results Enter Positive Zone
---------------------------------------------------------------
Claxson Interactive Group Inc. (OTC Bulletin Board: XSON)
announced financial results for the three and six-month periods
ended June 30, 2003.

                         Financial Results

Operating loss for the three-month period ended June 30, 2003 was
$1.0 million, reflecting a 25% decrease from an operating loss of
$1.4 million for the three-month period ended June 30, 2002.
Operating loss for the six-month period ending June 30, 2003 was
$1.2 million, compared to an operating loss of $3.1 million for
the six-month period ended June 30, 2002. The decrease in the
operating loss for the second quarter of 2003 is due to an 8.5%
increase in net revenues partially offset by a 6% increase in
operating expenses as compared to the same period in 2002.

The 2003 results include, as a result of the new agreement with
Playboy Enterprises, Inc., the consolidation of the operations of
Playboy TV Latin America & Iberia into the operations of its Pay
TV division for financial reporting purposes.

Net revenues for the second quarter of 2003 were $19.7 million, an
8.5% increase from net revenues of $18.2 million for the second
quarter of 2002. Net revenues for the six months ended June 30,
2003 totaled $38.2 million compared to net revenues of $37.4
million for the six months ended June 30, 2002. Net revenues are
affected by the Argentine and Chilean currency variations and a
decrease in the rates from DIRECTV(TM) Latin America. Net revenues
earned in Argentina, where Claxson has significant operations,
were 21% of total net revenues for both the three months ended
June 30, 2003 and 2002. For the six months ended June 30, 2003,
net revenues in Argentina were 20% of total net revenues compared
to 23% for the same period in 2002.

During the second quarter of 2003, the average exchange rate of
the Argentine peso as compared to the U.S. dollar increased 14%,
versus the same period in 2002. For the six-month period ended
June 30, 2003 the average devaluation in Argentina was 12%
compared to the same period in 2002.

"During this quarter we saw an increase in our net revenues as
compared to last year that together with lower operational costs
(excluding the impairment of goodwill), indicate that we continue
to move through an improvement path as a result of the
rationalization process we undertook last year," said Roberto
Vivo, Chairman and CEO. "In addition, the second quarter
represents the third quarter in a row in which we have seen
positive net income. We will continue to aggressively manage costs
and work to meet our sales objectives; hence we plan to continue
improving our financial position."

Subscriber-based fees for the three-month period ended June 30,
2003 totaled $9.3 million, representing approximately 47% of total
net revenues and a 15% increase from subscriber-based fees of $8.1
million for the second quarter of 2002. The increase is primarily
attributed to the consolidation of PTVLA, partially offset by
devaluation of currencies in the region and the effect of the
renegotiation of our agreement with DIRECTV(TM) Latin America,
which reduced per subscriber rates and translated prices to local
currencies, in exchange for a two year extension in the contract's
maturity. Subscriber- based fees for the six months ended June 30,
2003 totaled $19.1 million compared to subscriber-based fees of
$17.2 million for the six months ended June 30, 2002.

Advertising revenues for the three-month period ended June 30,
2003 were $8.9 million, representing approximately 45% of
Claxson's total net revenues and a 29% increase from advertising
revenues of $6.9 million for the second quarter of 2002.
Advertising revenues for the six months ended June 30, 2003
totaled $15.9 million compared to advertising revenues of $14.1
million for the six months ended June 30, 2002. The improvement in
advertising revenues is due primarily to increased revenues from
Chilevision, our broadcast TV station in Chile, as a result of the
efforts taken to improve its performance during 2002; and due to a
better pay TV advertising market in Argentina as compared to 2002.

Production services revenues for the three-month period ended June
30, 2003 were $0.6 million, which represented a 68% decrease from
$1.9 million for the second quarter of 2002. This decrease was
primarily due to the consolidation of PTVLA, as services provided
to PTVLA are now eliminated upon consolidation, and a decrease in
volumes handled by The Kitchen, Inc., Claxson's Miami-based
broadcast and dubbing facility, as a result of the adverse
economic situation in Latin America. Production services revenues
for the six months ended June 30, 2003 totaled $1.5 million
compared to production services revenues of $3.4 million for the
six months ended June 30, 2002.

Other revenues for the three-month period ended June 30, 2003 were
$0.9 million, which represented a 31% decrease from $1.3 million
for the second quarter of 2002. This decrease is due to the
consolidation of PTVLA, as services provided to PTVLA are now
eliminated upon consolidation, as well as the discontinuation of
services provided to Playboy TV International. Other revenues for
the six months ended June 30, 2003 totaled $1.6 million compared
to other revenues of $2.7 million for the six months ended
June 30, 2002.

Operating expenses for the three months ended June 30, 2003 were
$20.8 million, an increase of 6% from the $19.6 million in the
second quarter of 2002, due primarily to an impairment charge as a
result of the assessment of the carrying value of Claxson's
goodwill in accordance with the Statement of Financial Accounting
Standards No. 142 and the consolidation of PTVLA, partially offset
by the decrease in amortization of our broadcast licenses in
Chile. Operating expenses for the six months ended June 30, 2003
decreased to $39.4 million compared to operating expenses of $40.6
million for the six months ended June 30, 2002.

Interest expense for the three-month period ended June 30, 2003
was $0.6 million compared to $3.3 million for the second quarter
of 2002. This decrease is attributable to the Exchange Offer and
consent solicitation as all future interest on the new Claxson
Notes is reflected as part of the balance of the debt. As interest
on these Notes is paid, the debt will be reduced proportionately.
Interest expense for the six months ended June 30, 2003 totaled
$1.3 million compared to interest expense of $6.8 million for the
six months ended June 30, 2002.

Net income for the three months ended June 30, 2003 was $2.0
million, including a $2.6 million foreign exchange gain as a
result of the appreciation in value of the Argentine Peso during
the second quarter of 2003. The second quarter net income
represented a turnaround of $23.9 million over the $21.9 million
net loss for the same period in 2002. For the six-month period
ended June 30, 2003 net income was $7.7 million, which represents
a turnaround of $164.6 million over the $156.9 million net loss
for the same six months of 2002.

As of June 30, 2003, Claxson had a balance of cash and cash
equivalents of $4.3 million and $89.4 million in debt, which
includes $21.0 million in future interest payments.

                    Second Quarter Highlights

During the first quarter of 2003, Claxson's largest client,
DIRECTV(TM) Latin America, filed for protection under Chapter 11.
At the filing date, Claxson's accounts receivable from DIRECTV
totaled approximately $4.5 million. On July 11, 2003, Claxson
signed an agreement with an affiliate of Hughes Electronic
Corporation, pursuant to which Claxson assigned to a Hughes
affiliate Claxson's pre-bankruptcy petition claims for the amounts
owed to Claxson by DIRECTV(TM) Latin America. On July 22, 2003,
Claxson received the payment from Hughes Electronic Corporation's
affiliate relating to such assignment of claims.

On May 17, 2002, based on its long term programming strategy, the
Company sold its 50% participation in the animation channel
Locomotion, a joint venture with The Hearst Corporation, to Corus
Entertainment Inc. (NYSE: CJR), a Canadian media and entertainment
company. As part of such transaction, Claxson continued providing
affiliate sales services, program origination and post-production
services to Locomotion. As of August 1, 2003 Claxson no longer
provides sales services to Locomotion. The remaining contract for
program origination and post-production services will not be
renewed by Locomotion upon expiration on December 31, 2003. All of
these services will be transferred to an affiliate of one of the
Locomotion partners.

Following last year's signing of a new agreement with Playboy
Enterprises, Inc. (NYSE: PLA), and consistent with a new alignment
of the Company's Pay TV Division properties by genre, Claxson
announced the launch of an aggressive plan to position itself as
the leading provider of adult content in Iberoamerica. Based on
its current adult offering including Playboy TV, Venus and
recently launched Spice Clips, Claxson will offer content to meet
the demand of Latin audiences in order to increase its
distribution and develop additional revenue streams such as
syndication, new PPV channels, broadband content, event production
and talent management.

Claxson Interactive's June 30, 2003 balance sheet shows that its
total current liabilities eclipsed its total current assets by
about $14 million.

Claxson announced the launch of a new online chat service created
by its Broadband and Internet Division for America Online Latin
America, Inc. (Nasdaq: AOLA), one of the leading interactive
services providers in Latin America. Claxson will program and host
a web-based chat service for AOL Mexico and AOL Argentina that
combines the brand and users of AOL and http://www.elsitio.com
(Claxson's Internet portal) in Mexico and Argentina. This
agreement underscores Claxson's commitment to the new phase of its
broadband and Internet business model by offering technology
development and support services to external clients through its
ESDC Digital Platform. Claxson will also oversee the chat
service's operations, maintenance and hosting.

Claxson announced the launch in the United States of its pay TV
channel Infinito, a 24-hour Hispanic channel dedicated exclusively
to the unexplained mysteries of the world, through Time Warner
Cable of New York's digital package "DTV en Espanol." This
agreement, together with HTV's current presence in the US Hispanic
market, increases Claxson's offerings in the US to two channels
evidencing the Company's expansion of its presence in this growing
segment through distribution deals with major satellite and cable
providers offering packages to Spanish-speaking viewers in the US.

Claxson (OTC Bulletin Board: XSON.OB) is a multimedia company
providing branded entertainment content targeted to Spanish and
Portuguese speakers around the world. Claxson has a portfolio of
popular entertainment brands that are distributed over multiple
platforms through its assets in pay television, broadcast
television, radio and the Internet. Claxson was formed on
September 21, 2001 in a merger transaction, which combined El
Sitio, Inc. and other media assets contributed by funds affiliated
with Hicks, Muse, Tate & Furst Inc. and members of the Cisneros
Group of Companies. Headquartered in Buenos Aires, Argentina, and
Miami Beach, Florida, Claxson has a presence in all key Ibero-
American countries, including without limitation, Argentina,
Mexico, Chile, Brazil, Spain, Portugal and the United States.


CONSECO FINANCE: S&P Yanks Related Trust Rating to D
----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' on
class HI:B-2 from one Conseco Finance Corp.-related series issued
by Home Improvement & Home Equity Loan Trust 1996-D.

Conseco Finance Corp. did not make any payments under the limited
guarantee on the Aug. 15, 2003 distribution date, causing an
interest shortfall on class HI:B-2, resulting in default.

The rating on the certificate was lowered to 'CCC-' from 'CCC+'
Sept. 12, 2002, as a result of an analysis that determined that
the monthly excess spread alone might not be sufficient to offset
the weakening credit quality of the guarantor, Conseco Finance
Corp., which provides credit support from a limited guarantee.

                        RATING LOWERED

           Home Improvement & Home Equity Loan Trust

                                     Rating
                Series   Class    To            From
    1996-D   HI:B-2   D             CCC-


CORRECTIONS CORP: Inks Distribution Agreement with Moore Medical
----------------------------------------------------------------
Moore Medical Corp. (Amex: MMD), a leading multi-channel specialty
marketer and distributor of medical, surgical and pharmaceutical
products to health care professionals in non-hospital settings,
has entered into a multi-year agreement with Corrections
Corporation of America (NYSE: CXW), one of the country's largest
providers of detention and corrections services to the government.

Under the agreement which runs through 2007, Moore Medical will
continue to provide support and procurement services to the 59
facilities owned and managed by Corrections Corporation of
America, extending the companies' previous agreement.  Moore
Medical will offer direct access to its catalog of medical,
surgical and pharmaceutical products used by health care
professionals serving the corrections industry.

The U.S. has more than 7,000 correctional facilities including
prisons, jails and detention centers.  Nationally, more than two
million people are confined to correctional institutions and
require basic to complex health care management.  Moore Medical
provides an extensive line of health care products, including
hundreds of items specially designed for inmate patient care and
secured clinical environments.

"We are pleased to expand our partnership with CCA," said Tim
Kardish, Vice President, Marketing and Sales, Public Sector, EMS
and Occupational Health Markets.  "CCA continually strives to
maintain the highest standards in inmate care. Moore Medical is
proud to support that effort by providing a selection of industry-
specific products and cost-efficient procurement options."

"We highly respect Moore Medical's expertise, service and value.
This arrangement provides important new resources for us to
streamline the medical supply ordering process, while ensuring a
high standard of inmate patient care," said Allan Gonce, Senior
Director of Purchasing for Corrections Corporation of America.
"In addition to streamlining our ordering process, this
arrangement represents another step in our company's ongoing
efforts to manage medical costs while ensuring quality services."

Moore Medical is a multi-channel marketer and distributor of
medical, surgical and pharmaceutical products to approximately
100,000 health care practices and facilities in non-hospital
settings nationwide, including physicians, emergency medical
technicians, schools, correctional institutions, municipalities,
occupational/industrial health doctors and nurses, and other
specialty practice communities.  Moore Medical also serves the
medical/surgical supply needs of 30 customer community affiliates.
The Company markets and serves its customers through direct mail,
industry-specialized telephone support staff, field sales
representatives, and the Internet.  Its direct marketing and
distribution business has been in operation for 55 years.  More
information about the Company can be found at
http://www.mooremedical.com

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


CREDIT SUISSE: Fitch Further Drops Low-B Class M Rating to B-
-------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 2001-CK3 are downgraded
by Fitch Ratings as follows:

        -- $9.9 million class M to 'B-' from 'B'.

Fitch also affirms the following classes.

        -- $29.3 million class A-1 at 'AAA'

        -- $105.5 million class A-2 at 'AAA'

        -- $127 million class A-3 at 'AAA'

        -- $582.4 million class A-4 at 'AAA'

        -- Interest-only class A-X at 'AAA'

        -- $42.3 million class B at 'AA'

        -- $56.3 million class C at 'A'

        -- $11.3 million class D at 'A-'

        -- $14.1 million class E at 'BBB+'

        -- $25.4 million class F at 'BBB'

        -- $8 million class G-1 at 'BBB-'

        -- $11.7 million class G-2 at 'BBB-'

        -- $14.1 million class H at 'BB+'

        -- $24.8 million class J at 'BB'

        -- $9 million class K at 'BB-'

        -- $12.7 million class L at 'B+'

Fitch does not rate the $6.8 million class N or the $15.8 million
class O certificates. The rating actions follow Fitch's annual
review of the transaction, which closed in June 2001.

The downgrade is primarily due to the losses expected on the
specially serviced loans, which will cause a reduction in credit
enhancement levels, thus warranting a downgrade of the lowest
rated class. As of the July 2003 distribution date, the pool's
aggregate certificate balance has decreased by 1.8% since closing,
to $1.10 billion from $1.13 billion. The certificates are
collateralized by 169 fixed-rate mortgage loans, consisting
primarily of multifamily (31% by balance), retail (30%), and
office (27%) properties, with significant concentrations in
California (25%), New York (12%), and Texas (9%).

Key Commercial Mortgage, the master servicer, provided year-end
2002 borrower operating statements for 96% of the pool's
outstanding balance. The weighted average debt service coverage
ratio for YE 2002 remained stable at 1.56 times, compared to 1.54x
at last year's review, but up from 1.45x at issuance. Eleven loans
(6%) reported YE 2002 DSCRs below 1.00x. Fitch reviewed the master
servicer's watchlist and found 4% to be of concern. There are
currently two loans (2%) over 90 days delinquent and in special
servicing. Over $10 million in losses are expected.

Fitch reviewed the credit assessment of two loans in the pool, 888
Seventh Avenue (9.5%) and Atrium Mall (4.3%). The investment grade
credit assessments were affirmed based on stable performance.
DSCRs for these loans are calculated using borrower-reported net
operating income (NOI) less required reserves divided by debt
service payments based on the current balance and a Fitch stressed
refinance constant of 9.23%.

The 888 Seventh Avenue (9.4%) is an office property located in New
York, NY. The property contains 874,000 sq. ft. and was built in
1971 (renovated in 1998). Occupancy as of YE 2002 was 93%, while
the DSCR increased to 1.59x from 1.51x at closing.

The Atrium Mall (4.3%) is a 215,000 sq. ft. retail center located
in Chestnut Hill, MA. Occupancy at YE 2002 was 95%, and the DSCR
slightly decreased to 1.37x from 1.43x at closing. Major tenants
include Borders Books (13% of net rentable area), The Gap/Gap Kids
(9%) and Pottery Barn (7%). Fitch will continue to monitor this
transaction, as surveillance is ongoing.


DDI CORP: Files for Prepack. Chapter 11 Reorg. in SD of New York
----------------------------------------------------------------
DDi Corp. (OTC Bulletin Board: DDIC), a Delaware corporation and
DDi Capital Corp., a California corporation and an indirect
wholly-owned subsidiary of DDi Corp., have filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York to implement the previously-
announced restructuring of the debt of DDi Corp. and DDi Capital
through a pre-arranged plan of reorganization.

The voluntary petitions for reorganization involve a restructuring
of only the debt and equity securities of DDi Corp. and DDi
Capital, which are holding companies without any business
operations of their own. None of DDi Corp.'s domestic or foreign
operating subsidiaries is included in the Chapter 11 filing, and
those operating entities will continue operating in the ordinary
course of business without interruption. Upon completion of the
restructuring, the Company anticipates that its domestic debt will
decline from approximately $285 million to approximately $91
million and cash interest expense will be reduced by approximately
$11 million annually.

DDi Corp.'s President and Chief Executive Officer, Bruce McMaster,
commented, "After careful consideration and discussions with our
senior lender group and convertible subordinated noteholders, we
determined that keeping Dynamic Details out of Chapter 11, while
simultaneously utilizing the Chapter 11 process to facilitate our
restructuring of DDi Corp. and DDi Capital, was the best option
for our company and our key constituencies, including our
creditors, employees, vendors, customers and shareholders. One of
the main benefits of Chapter 11 is that it will allow us to
maintain normal business operations while we seek confirmation of
our pre-arranged plan and ultimately effectuate our restructuring.
During our reorganization, we will continue our business
operations, production and delivery schedules without
interruption. Our commitment to our customers and employees is
unwavering and we remain dedicated to providing the
technologically-advanced, quick turn service that we are known
for."

"The filing of these voluntary petitions is an important step for
our ongoing restructuring efforts. Given our company's current
condition, we believe that this restructuring, once fully
implemented, will give us the opportunity to position our company
for a viable future and to maximize our value," continued
McMaster. "We will have a much improved balance sheet and a
capital structure that can be supported by the cash flow of our
operating subsidiaries. It is advantageous that we were able to
achieve a consensual plan of reorganization that is supported by
our senior lenders and convertible subordinated noteholders."

DDi Corp also has reached an agreement with 100% of the senior
lenders for its U.S. operating subsidiary, Dynamic Details, Inc.,
to achieve an out-of-court restructuring which will allow the
operating units to continue business as usual with no impact on
trade and other creditors.

On May 13, 2003, DDi Corp. announced that it had reached
agreements in principle on a restructuring plan with a steering
committee of the senior lender group of the Dynamic Details senior
credit facility and with the steering committee of the ad hoc
committee of certain holders of DDi Corp.'s 5-1/4% and 6-1/4%
convertible subordinated notes. The agreements in principle also
anticipated that the claims of the holders of the DDi Capital
12.5% senior discount notes would also be restructured. Since that
time, DDi Corp. and its senior lenders, the convertible
subordinated noteholders and the senior discount noteholders have
negotiated and finalized the significant terms of the
restructuring, including the pre-arranged Chapter 11 petitions
filed in Bankruptcy Court today. DDi Corp. and DDi Capital expect
to file a pre-arranged plan of reorganization and a related
disclosure statement with the Bankruptcy Court within the next few
weeks. DDi Corp. currently estimates that DDi Corp. and DDi
Capital will emerge from bankruptcy within 90 to 120 days.

Dynamic Details and DDi Europe Limited, DDi Corp.'s principal
operating subsidiaries, are independent legal entities that
generate their own cash flow and have their own credit facilities.
The Dynamic Details credit facility will be restructured outside
the Chapter 11 bankruptcy process. As part of the restructuring,
DDi Corp. and its senior lenders have signed an amendment to the
Dynamic Details credit facility. The amendment, among other
things, extends the maturity until April 15, 2008 and defers
amortization payments to the senior lenders. The deferral of
payments under this amendment, along with Dynamic Details' current
cash position, should provide sufficient liquidity to meet Dynamic
Details' liquidity needs through the reorganization. Accordingly,
the operating companies will continue to pay their employees,
trade and certain other creditors, regardless of whether such
claims arise prior to or subsequent to the Chapter 11 filing by
DDi Corp. and DDi Capital.

"Our customers and suppliers should experience no change in the
way we do business with them," said McMaster. "We have taken every
step to make sure that vendors get paid in full in the ordinary
course of business and that our customers continue to receive the
same high quality services to which they are accustomed. We
appreciate the ongoing loyalty and support of our customers and
vendors and unending commitment of our employees."

The pre-arranged plan of reorganization has received strong
support from the lenders under the Dynamic Details senior credit
facility and DDi Corp.'s convertible subordinated noteholders. DDi
Corp. and DDi Capital have entered into support agreements with
100% of the lenders under the Dynamic Details senior credit
facility and holders who collectively control 63% of the
outstanding principal amount of DDi Corp.'s convertible
subordinated notes. Under the support agreements, the senior
lenders and the convertible subordinated noteholders have agreed
to support the plan of reorganization proposed by DDi Corp. and
DDi Capital and the out-of-court restructuring of Dynamic Details'
senior credit facility. As is commonly the case in this type of
restructuring, the senior lenders and the convertible subordinated
noteholders will not be required to continue to support the plan
of reorganization and the out-of-court restructuring of Dynamic
Details' senior credit facility if certain events occur. Such
events include (but are not limited to) the modification of the
plan in a manner not agreed to by the lenders, the appointment of
a bankruptcy trustee or other receiver, the plan not being
confirmed by the Bankruptcy Court by December 15, 2003, and the
plan not being effective by January 8, 2004. In addition, DDi
Corp., DDi Capital and holders who collectively control
approximately 70% of the outstanding principal amount of DDi
Capital's senior discount notes have reached an agreement in
principle with respect to the terms of the proposed plan of
reorganization.

The principal effects of the restructuring and the plan of
reorganization that DDi Corp. and DDi Capital expect to file will
be as follows:

-- Senior Secured Credit Facility. The full amount of the senior
   secured credit facility (currently approximately $72.9 million
   in principal amount), plus all accrued interest and fees will
   be restructured pursuant to an out-of-court agreement. The
   restructured senior credit facility will have a maturity date
   of April 15, 2008, and amortization will be deferred until
   June 30, 2005 (with the exception of nominal amortization
   payments of $25,000 per quarter beginning in 2004). In
   connection with the restructuring, the lenders under the
   restructured senior secured credit facility will receive
   warrants representing 10% of DDi Corp.'s post-reorganization
   common stock, on a fully diluted basis. The warrants will not
   be exercisable until after the two year anniversary of the
   effective date of the restructuring and will be subject to
   cancellation if certain conditions are met involving the
   permanent prepayment of the restructured senior secured credit
   facility on or before such anniversary date.

-- 5-1/4% Convertible Subordinated Notes. Each holder of DDi
   Corp.'s 5-1/4% convertible subordinated notes, of which $100
   million in principal amount is currently outstanding, will
   receive a pro rata share of approximately (a) 43% of the new
   outstanding common stock of DDi Corp., subject to dilution for
   issuance of new common stock in connection with the exercise of
   the new stock options to be issued under DDi Corp.'s new
   management equity incentive plan, and the new senior lender and
   senior discount note warrants, and (b) shares of a new class of
   preferred stock of DDi Europe, DDi Corp.'s European operating
   company, with an annual dividend of 15% and an aggregate
   liquidation preference of $7.5 million. The existing 5-1/4%
   convertible subordinated notes will be cancelled pursuant to
   the plan.

-- 6-1/4% Convertible Subordinated Notes. Each holder of DDi
   Corp.'s 6-1/4% convertible subordinated notes, of which $100
   million in principal amount is currently outstanding, will
   receive a pro rata share of approximately (a) 51% of the new
   outstanding common stock of DDi Corp., subject to dilution for
   issuance of new common stock in connection with the exercise of
   the new stock options to be issued under DDi Corp.'s new
   management equity incentive plan, which is described below, and
   the new senior lender and senior discount note warrants, and
   (b) shares of a new class of preferred stock of DDi Europe, DDi
   Corp.'s European operating company, with an annual dividend of
   15% and an aggregate liquidation preference of $7.5 million.
   The existing 6-1/4% convertible subordinated notes will be
   cancelled pursuant to the plan.

-- Senior Discount Notes. Each holder of the DDi Capital senior
   discount notes, of which $16.09 million in principal amount is
   currently outstanding, will receive restructured senior
   discount notes with a maturity date of January 1, 2009.
   Payment-in-kind interest on such restructured senior discount
   notes will accrue at 16%, with a mechanism to transition to
   cash pay at 14%, subject to certain terms and conditions. The
   holders of the DDi Capital senior discount notes will also
   receive warrants representing 2.5% of DDi Corp.'s post-
   reorganization common stock, on a fully diluted basis. The
   warrants will not be exercisable until after the two year
   anniversary of the effective date of the restructuring and will
   be subject to cancellation if certain conditions are met
   involving the interest on the senior discount notes becoming
   cash pay.

-- Management Equity Incentive Plan. DDi Corp. will establish a
   new management equity incentive plan. Under the new management
   equity incentive plan, (a) DDi Corp. will issue shares of
   restricted stock equaling five percent (5%) of reorganized DDi
   Corp.'s common stock to DDi Corp.'s senior management, (b) DDi
   Corp. will issue options for up to an additional twelve and
   one-half percent (12.5%) of DDi Corp.'s common stock for
   members of DDi Corp.'s senior management, and (c) DDi Corp. may
   issue options for up to an additional four percent (4%) of DDi
   Corp.'s common stock for employees.

-- Current Equity. DDi Corp.'s current common stock holders will
   receive 1% of the common stock in the restructured company,
   subject to dilution for issuance of equity in connection with
   the exercise of DDi Corp.'s new options and new senior lender
   and senior discount noteholder warrants following the
   restructuring. All of DDi Corp.'s outstanding stock options
   will be cancelled in connection with the restructuring.

Because the terms of the proposed plan of reorganization and the
out-of-court restructuring have been agreed upon by holders
holding approximately 63% of the outstanding principal amount of
DDi Corp.'s convertible subordinated notes, supported by the
holders of 100% of the lenders under the Dynamic Details senior
credit facility, and are the subject of an agreement in principle
between DDi Corp., DDi Capital and holders who collectively
control approximately 70% of the outstanding principal amount of
DDi Capital's senior discount notes, DDi Corp. and DDi Capital
believe there is a strong likelihood that the proposed
restructuring will be confirmed. However, confirmation of the plan
of reorganization and consummation of the out-of-court
restructuring are subject to final documentation and a number of
conditions and contingencies. There can be no assurances that the
required acceptances to confirm the plan will be received or that,
even if the requisite acceptances are received, that the
Bankruptcy Court will confirm the plan of reorganization.

DDi Corp. is a leading provider of time-critical, technologically
advanced, electronics manufacturing services. Headquartered in
Anaheim, California, DDi Corp. and its subsidiaries offer
fabrication and assembly services to customers on a global basis
from facilities located across North America and in England.


DDI CORPORATION: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: DDi Capital Corp. (CA)
             1220 Simon Circle
             Anaheim, CA 92806

Bankruptcy Case No.: 03-15260

Debtor affiliate filing separate chapter 11 petition:

     Entity                              Case No.
     ------                              --------
     DDi Corp., a Delaware corporation   03-15261

Type of Business: The Debtors, through the services of their
                  operating subsidiaries, are a leading provider
                  of time-critical electronics design,
                  fabrication, and assembly services for makers of
                  communications and networking gear, computers,
                  medical and industrial instruments and aerospace
                  equipment to original equipment manufacturers
                  and other providers of electronics manufacturing
                  services.

Chapter 11 Petition Date: August 20, 2003

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Richard L. Wynne, Esq.
                  Sharon M. Kopman, Esq.
                  Kirkland & Ellis
                  777 South Figueroa Street
                  Los Angeles, CA 90017-5800
                  (213) 680-8400
                  Fax : (213) 680-8500
                  Email: richard_wynne@kirkland.com

Total Assets: $202,969,000 (As of March 31, 2003)

Total Debts: 381,081,000 (As of March 31, 2003)

List of Debtors' Largest Unsecured Creditors:

A. DDi Capital Corp.

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wilmington Trust Company,     Senior Discount Notes $16,090,000
as Trustee
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Contact: Steven J. Reisman, Esq.
Curtis, Mallet-Prevost, Colt
101 Park Avenue
1100 North Market Street
New York, NY 10178
212-696-6065

B. DDi Corp.

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
U.S. Bank, as Trustee         5.25 Convertible      $100,000,000
555 SW Oak Street              Notes
Portland, OR 97204
Contact: Clark Whitmore
Maslon Edelman
3300 Wells Fargo center
90 South Seventh Avenue
Minneapolis, MN 55402
612-672-8335

U.S. Bank, as Trustee         6.25 Convertible      $100,000,000
555 SW Oak Street              Notes
Portland, OR 97204
Contact: Clark Whitmore
Maslon Edelman
3300 Wells Fargo center
90 South Seventh Avenue
Minneapolis, MN 55402
612-672-8335


DELTA WOODSIDE: 4th-Quarter Results Reflect Weaker Performance
--------------------------------------------------------------
Delta Woodside Industries, Inc. (NYSE: DLW) reported net sales of
$48.7 million for the quarter ended June 28, 2003, compared to net
sales of $52.4 million for the quarter ended June 29, 2002. The
7.1% decrease was principally due to a decline in unit sales
related to customer order deferments that resulted from a slowdown
at retail partially offset by a slight increase in average sales
prices due to the introduction of some new products.

For the year ended June 28, 2003, the Company reported net sales
of $177.2 million compared to net sales of $174.7 million for the
year ended June 29, 2002. This sales increase of 1.5% was
principally due to an increase in average sales prices as a result
of a change in product mix that included the addition of some new
products.

The Company reported an operating profit of $2.0 million for the
quarter ended June 28, 2003 compared to an operating profit of
$2.9 million for the quarter ended June 29, 2002. The decline was
primarily due to reduced unit sales, higher manufacturing costs
associated with reduced running schedules, costs associated with
modernizing the Company's Estes plant, and the start-up of some
new products partially offset by a more profitable product mix.
For the year ended June 28, 2003 the Company reported operating
profit of $5.8 million compared to an operating loss of $10.4
million for the year ended June 29, 2002. The operating profit for
fiscal 2003 included restructuring expenses associated with the
closing of the Company's Catawba Plant of $0.4 million. The
operating loss reported for fiscal 2002 included asset impairment
and restructuring expenses associated with closed facilities of
$8.7 million. In addition to the lower asset impairment and
restructuring expenses in fiscal 2003, the improvement in
operating earnings from fiscal 2002 to fiscal 2003 was due to
lower raw material cost, manufacturing cost reductions and a more
profitable product mix.

Included in the Other (expense) income category for the quarter
and year ended June 28, 2003 are before tax gains of $2.3 million
and $3.6 million, respectively, from the repurchase by the
Company's wholly owned subsidiary, Delta Mills, Inc, of a portion
of its 9-5/8% senior notes. For the quarter and year ended June
29, 2002, the Company reported a before tax gain of $15.6 million
and $16.1 million, respectively, in this category.

The Company reported net income of $2.0 million or $0.34 per
diluted common share for the quarter ended June 28, 2003 compared
to net income of $10.8 million or $1.86 per diluted common share
for the quarter ended June 29, 2002. For the year ended June 28,
2003 the Company reported net income of $2.6 million, or $0.44 per
diluted common share, compared to a net loss of $2.1 million, or
$0.36 per diluted common share, for the year ended June 29, 2002.
The net income for the year ended June 28, 2003 includes
restructuring expenses associated with the closing of the Catawba
Plant of $0.2 million, or $0.04 per diluted common share, on an
after tax basis. The net loss for the year ended June 29, 2002
included asset impairment and restructuring expenses associated
with closed facilities of $5.6 million, or $0.97 per diluted
common share, on an after tax basis.

W.F. Garrett, President and CEO, commented, "Our fourth quarter
was generally consistent with the entire fiscal year of 2003.
Retail activity for casual pants remains slow and we see no
dramatic improvement in the near future as our inventories
continue to be adjusted. Due to our focused effort on cost
reductions and more attention to efficiently operating our day-to-
day business in response to growing customer demand for quick
response, Delta Woodside's overall performance significantly
improved. By following our business plan, we expect to continue to
move in the right direction."

Delta Woodside Industries, Inc. -- whose corporate credit rating
is currently rated at CCC by Standard & Poor's -- is
headquartered in Greenville, South Carolina. Through its wholly
owned subsidiary, Delta Mills, it manufactures and sells textile
products for the apparel industry. The Company employs about
1,600 people and operates five plants located in South Carolina.


DEVINE: Obtains C$200K Bridge Financing for Bailey Production
-------------------------------------------------------------
Devine Entertainment Corporation (TSX:DVN) has arranged CDN
$200,000 in bridge financing for both pre-production costs of a
new feature film and the production of new DVDs based on its
existing Emmy-award winning library.

This bridge loan is the first step in finalizing the complete
production financing of Devine's first feature film entitled
"Bailey." The production is aimed at the children's market and
follows the tale of a dog who inherits a fortune and becomes the
CEO of an animal rights group. Pre-production has commenced with
principal photography scheduled for September 8th, 2003.

The board approved investor group providing the loan will be
entitled to a combination of set up, stand by and interest charges
equal to fifteen percent in addition to 750,000 common shares,
subject to regulatory approval. David Devine, President and CEO
and Richard Mozer, Vice-President and CFO of Devine Entertainment
are participants in this financing.

David Devine stated, "This bridge loan allows the Company to
leverage its potential with our existing products while moving
forward with a new project that is critical to returning Devine
Entertainment to profitability."

Five-time Emmy Award-winning Devine Entertainment Corporation is a
developer and producer of high-quality children's and family films
designed for worldwide television and cable markets and
international home video markets.

                           *   *   *

As reported in Troubled Company Reporter's June 3, 2003 edition,
Devine was negotiating a series of corporate and production
related financings. The Company, the report said, has been
pursuing new financing for some time and acknowledges that, if a
financing is not completed in the near future, it may not be able
to meet all of its ongoing obligations which could necessitate a
reorganization of the Company and a change in the status of its
TSX listing.


DEVON MOBILE: Delaware Court to Consider Plan on September 16
-------------------------------------------------------------
On July 25, 2003, the U.S. Bankruptcy Court for the District of
Delaware approved the adequacy of the Disclosure Statement
prepared by Devon Mobile Communications, LP, together with its
debtor-affiliates, and the Official Committee of Unsecured
Creditors, to explain the First Amended Joint Chapter 11
Liquidating Plan.

The Court found that the Disclosure Statement contains the right
kind and amount of information, as required by Sec. 1125 of the
Bankruptcy Code, to enable creditors to make informed decisions
whether to accept or reject the Liquidating Plan.

The Honorable Peter J. Walsh will convene a hearing on
September 16, 2003, at 1:30 p.m. Eastern Time, to consider the
confirmation of the Plan.

Objections, if any, to the confirmation of the Plan must be
received by the Bankruptcy Court on or before Sept. 9. Copies must
also be sent to:

        1. Counsel for the Debtors
           Brown Raysman Millstein Felder & Steiner LLP
           900 Third Avenue
           New York, NY 10022
           Attn: Gerard S. Catalanello, Esq.

        2. Counsel for the Official Committee of Unsecured
            Creditors
           Young Conaway Stargatt & Taylor LLP
           PO Box 391
           The Brandywine Bldg.
           100 West Street
           17th Floor
           Wilmington, DE 19801
           Attn: Michael R. Nestor, Esq.

        3. Office of the United States Trustee
           844 King Street
           Suite 2313
           Wilmington, DE 19801
           Attn: Joseph J. McMahon, Esq.

Devon Mobile Communications, L.P., a personal communications
service company is owned by Aldelphia Communications by 49.09%.
The Company filed for chapter 11 protection on August 19, 2002
(Bankr. Del. Case No. 02-12431).  J. Kate Stickles, Esq., Norman
L. Pernick, Esq., at Saul, Ewing LLP and Gerard S. Castellano,
Esq., at Brown Raysman Millstein Felder & Steiner LLP represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $142,685,814 in total
assets and $64,782,532 in total debts.


DIRECTV: Court Approves Stipulation with Committee and Hughes
-------------------------------------------------------------
On June 3, 2003, the Court authorized DirecTV Latin America, LLC
to obtain postpetition financing.  The Financing Order provided
that certain "Claims and Defenses" against Hughes Electronic
Corporation, Surfin Ltd., certain of their designated affiliates
or any of their representatives, attorney or advisors must be
brought on or before certain deadlines.

The intent of Hughes, the Debtor and the Creditors' Committee in
agreeing to the Financing Order was that the Creditors' Committee
would have standing to bring any Claims and Defenses that might
be brought by the Debtor against the Hughes Affiliates.  However,
the Creditors Committee's standing is not as clear as it might
be.

Accordingly, the Creditors' Committee, Hughes and the Debtor,
after due deliberation, stipulate and agree that:

    (a) The Creditors' Committee will have standing to bring any
        claims and defenses;

    (b) No other party-in-interest will have standing to bring
        any claims and defenses; provided, however, that except
        for the Debtor in respect of proofs of claim filed by
        Hughes Affiliates, nothing contained in the Stipulation
        or in the Financing Order will be deemed to preclude a
        party-in-interest from exercising a statutory right, if
        any, to object to a proof of claim;

    (c) Claims that constitute direct third party claims against
        the Hughes Affiliates and are not derivative of any
        claims of the Debtor or its estate will not constitute
        claims or defenses; and

    (d) Nothing in the Stipulation will institute or will be
        deemed to constitute a finding by the Court, an admission
        or concession by any party regarding Claims or Defenses.

                          Raven Replies

To the extent that the Proposed Order seeks to clarify that the
Creditors' Committee will be the sole party with standing to
assert the Debtor's Rights, Raven Media Investments LLC, as the
holder of general unsecured claims of not less than $189,000,000
against DirecTV, has no objection.

However, Robert Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, says, the Proposed Order goes
further than that.  Quoted language from the Proposed Order
suggests that all Claims and Defenses, other than pure objections
to claims, would be vested exclusively in the Creditors'
Committee.

So long as the term "Claims and Defenses" is construed to apply
solely to the Debtor's Rights, i.e., rights that would belong
exclusively to the Debtor absent the Creditors' Committee being
authorized to assert the rights on the Debtor's behalf, Raven has
no objection.

Mr. Dehney notes that when Raven requested an extension of the
deadline to assert Claims and Defenses to correspond to the
extension granted to the Creditors' Committee, Raven was told
that an extension was unnecessary because there were no Claims
and Defenses that Raven might assert other than pure claims
objections.  If that is true, then Raven will retain the right to
seek equitable subordination, recharacterization, and other
rights regarding the claims of the Hughes' Affiliates not
otherwise vested exclusively in the Debtor.

However, if term "Claims and Defenses" includes rights that do
not now belong exclusively to the Debtor and the Proposed Order
would convert all Claims and Defenses into exclusive rights of
the Creditors' Committee, then Raven objects to the portion of
the Proposed Order that would make the previously non-exclusive
rights exclusive to the Creditors' Committee.

Consequently, the Proposed Order would be best clarified by
making clear that the term "Claims and Defenses" includes only
rights that absent the Proposed Order would belong exclusively to
the Debtor.  Alternatively, if something different was intended
by the term "Claims and Defenses", then the Proposed Order should
specify that difference and limit the Creditors Committee's
exclusive right to assert Claims and Defenses solely to those
Claims and Defenses that absent the Proposed Order would belong
exclusively to the Debtor or its estate.

Thus, Raven asks the Court to condition the approval of the
Proposed Order on modifications consistent with its suggestions.

                       *     *     *

Judge Walsh approves the Stipulation between the Creditors'
Committee, the Debtor and Hughes. (DirecTV Latin America
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


DOW CORNING: Settles EFCO Corp. Claim by Delivering More Sealant
----------------------------------------------------------------
EFCO Corporation filed a $294,339.62 proof of claim in Dow Corning
Corp.'s chapter 11 on account amounts it couldn't collect from
other defendants in a lawsuit styled ECFO Corporation v.
Hydroseal, Inc., Case No. 390583, in the Superior Court of San
Mateo, California.  The California lawsuit arises out of a dispute
over the use of certain sealant and primer products manufactured
by Dow Corning in connection with the construction of a commercial
building in Menlo Park, California, in 1993-1994.

EFCO was a subcontractor on the Menlo Park Project, furnishing
windows, wall panels and doors, and hiring other subcontractors to
provide labor, materials, and supplies, including sealant and
primer products manufactured by Dow Corning.  After construction
was completed, there were leaks.  The Project's owner demanded
that EFCO correct the problems.  EFCO did and sued everybody else.
EFCO says Dow Corning breached express and implied warranties and
was negligent.  Dow Corning denies all of EFCO's allegations and
insists the products it supplied weren't defective.  Dow Corning
says EFCO's subcontractors didn't follow instructions.

To resolve the lawsuit and EFCO's claim, Dow Corning agrees to
deliver shipments of fresh Dow Corning(R) 795 Building Sealant
valued at $200,000 to EFCO's facility in Monett, Missouri, and pay
all shipping costs.


DRS TECH.: S&P Keeps Watch Due to Proposed Acquisition of IDT
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on DRS Technologies Inc. on
CreditWatch with negative implications. At the same time, Standard
& Poor's revised the CreditWatch implications on its ratings on
Integrated Defense Technologies Inc., including the 'BB-'
corporate credit rating, to negative from developing.

"The CreditWatch actions reflect the announced acquisition of IDT
by DRS for a total consideration of $550 million," said Standard &
Poor's credit analyst Christopher DeNicolo. DRS will be acquiring
IDT's outstanding common stock for $12.25 a share cash plus 0.1875
shares of DRS stock, subject to a collar. In addition, DRS will be
repaying IDT's $175 million of outstanding net debt. The cash
portion of the transaction, including repaying IDT's debt, totals
$437 million and is to be financed with cash on hand, additional
bank borrowings, and the issuance of debt securities. The
increased debt is expected to result in weakened credit protection
measures for DRS. The acquisition will improve DRS' product and
program diversity, as well as expand its business with the U.S.
Air Force and other government agencies. Revenues for the combined
companies is expected to be around $1.2 billion in fiscal 2005
(ending March 30, 2005). The transaction is subject to regulatory
and IDT shareholder approval and is expected to close by the end
of 2003.

Huntsville, Ala.-based IDT focuses on defense electronics,
addressing niche markets for electronic test equipment, warfare
simulators, communications monitoring, and specialty radars. IDT
recently won a contract, teamed with Cubic Defense Applications,
to supply aerial combat training equipment for U.S. Air Force,
Navy, and Marine aircraft worth $535 million (70% of which will go
to IDT), the largest in the company's history.

Parsippany, N.J.-based DRS is a supplier of defense electronics
products and systems, providing naval combat display workstations,
thermal imaging devices, electronic sensor systems, mission
recorders, and deployable flight incident recorders. The business
environment for defense contractors is currently favorable due to
increased spending for both the military and homeland security,
especially electronics. However, the company faces the
characteristic industry risks of program delays, potential for
cost overruns, and competition from much larger defense
contractors. DRS is currently somewhat narrowly focused, but
serves as a sole-source contractor on a number of well-supported
military programs, with incumbency spanning many years. Backlog
was a healthy $894 million at June 30, 2003.

Standard & Poor's will meet with DRS management to discuss the
acquisition and to determine the effect on credit quality. Ratings
on IDT will be withdrawn after the acquisition closes and all of
its debt is repaid.


ENRON CORP: Reaches Settlement Pact with Royal Bank of Canada
-------------------------------------------------------------
Royal Bank of Canada has reached a settlement agreement with Enron
Corporation, the Enron Creditors' Committee and Rabobank that
resolves certain aspects of a structured transaction known as
"Cerberus". Under the terms of the settlement, Royal Bank of
Canada will receive a payment currently valued at approximately
US$195 million plus interest.

The settlement agreement relates to the proceeds of the sale of
11,500,000 shares of common stock of EOG Resources Inc., a
publicly-traded company. These shares were the subject of the
"Cerberus" transaction which closed in November 2000. A subsequent
total-return swap agreement was entered into with Rabobank, under
which Rabobank assumed the credit risk of the transaction and was
required to pay RBC US$517 million plus interest in June 2002. A
week before that payment was due, Rabobank defaulted and that
matter is currently the subject of litigation between RBC and
Rabobank.

After Enron filed for bankruptcy, the EOG shares were the subject
of a bankruptcy court-approved stipulation among RBC, Enron, the
Enron Creditors' Committee and Rabobank. Under that stipulation,
the EOG shares were subsequently sold in the fall of 2002, and the
proceeds of approximately US$440 million were placed into a
segregated escrow account pending resolution of the claims of
entitlement among the parties.

RBC said that the settlement announced today, representing
proceeds from the underlying collateral, would reduce the
principal amount of US$ 517 million plus interest involved in its
dispute with Rabobank by US$195 million plus interest but would
not otherwise affect the on-going litigation.

The settlement agreement is subject to Court approval. Pursuant to
the terms of the agreement, the parties are required to use their
best efforts to obtain such approval by September 5, 2003.


FEDERAL-MOGUL: Solicitation Exclusivity Extended to October 13
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Federal-Mogul
Debtors is concerned that the extension will only serve to further
delay and extend the time spent before the Court.  The Unsecured
Creditors' Committee suggests that a two-month extension is more
appropriate and will motivate all the parties to promptly resolve
the cases towards confirmation.

The Unsecured Creditors' Committee believes that the major
constituencies to the case should be required to finalize the
Disclosure Statement by mid-September and set it for hearing in
late October 2003 in order to reach a confirmation of the plan by
the first quarter of 2004.  Importantly, the proposed two-month
extension -- without prejudice to further extensions -- will keep
everyone's "feet to the fire" and expedite the Debtors' emergence
from bankruptcy.

                          *     *     *

Judge Newsome agrees with the Unsecured Creditors' Committee and
extends the Exclusive Plan Solicitation Period through
October 13, 2003. (Federal-Mogul Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FIRST UNION: Fitch Affirms Low-B/Junk Ratings on 6 Note Classes
---------------------------------------------------------------
First Union National Bank Commercial Mortgage Trust's commercial
mortgage pass-through certificates, series 2000-C1, is affirmed by
Fitch Ratings as follows:

        -- $70.7 million class A-1 'AAA';

        -- $480.9 million class A-2 'AAA';

        -- Interest-only class IO 'AAA';

        -- $38.8 million class B 'AA';

        -- $34.9 million class C 'A';

        -- $11.6 million class D 'A-';

        -- $25.2 million class E 'BBB';

        -- $11.6 million class F 'BBB-';

        -- $29.1 million class G 'BB+';

        -- $7.8 million class H 'BB';

        -- $3.9 million class J 'BB-';

        -- $7.8 million class K 'B+';

        -- $5.8 million class L 'B';

        -- $8.7 million class M 'CCC'.

The $13.5 million class N is not rated by Fitch. The affirmations
follow Fitch's annual review of the transaction, which closed in
May 2000.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing. The transaction has paid down 3.2% since issuance, to
$750.5 million as of July 2003 from $776.3 million at issuance.

Wachovia Securities, the master servicer, collected year-end 2002
financials for 83% of the pool balance. Based on the information
provided the resulting YE 2002 weighted average debt service
coverage ratio remained stable at 1.27 times, compared to 1.27x at
issuance for the same loans.

Currently, one loan (0.28%) is in special servicing. The loan is
secured by an industrial property in Rochester, NY and is
currently 90 days delinquent. The property is currently being
marketed for sale. A loss is expected.

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


FOUNTAIN VIEW: Bows Out of Chapter 11 Reorganization Proceedings
----------------------------------------------------------------
Fountain View Inc., has successfully consummated its Plan of
Reorganization, and that the Company has now emerged from Chapter
11 protection.

The company also announced that its new credit facilities in an
aggregate amount of approximately $150 million have been closed,
and the proceeds will be used to refinance existing debt and
provide additional working capital. In addition, the Company has
restructured its public debt. The holders of this public debt
received a $50 million payment and a note for approximately $106
million.

"[Tues]day's positive outcome is first and foremost a tribute to
all of our employees, who maintained their dedication and
commitment throughout the entire restructuring process," stated
Chief Executive Officer, Boyd Hendrickson.

"I am very proud that throughout the entire restructuring process
our 5,400 residents continued to receive the finest in long-term
medical care and post-acute care services," Hendrickson added.

"This has been a textbook Chapter 11 case," stated Dan Bussel of
Klee Tuchin Bogdanoff & Stern LLP of Los Angeles, bankruptcy
counsel for Fountain View. "Fountain View's case began as a
challenging and contentious Chapter 11 filing, but Boyd
Hendrickson and his new management team successfully built on the
Company's strengths, including its tradition of providing high
quality health care, while addressing operational and financial
issues in a manner that won the Company the confidence of all its
key constituents and the marketplace, ultimately enabling it to
completely refinance and restructure its debts on a consensual
basis, with shareholders retaining substantially all their
ownership interests. It is a tremendously successful outcome."

Fountain View along with 22 operating subsidiaries filed voluntary
petitions for Chapter 11 reorganization on October 2, 2001 in the
United States Bankruptcy Court for the Central District of
California. On July 10, 2003, the Court confirmed the Company's
Plan of Reorganization, following the solicitation of votes in
which all eligible ballots submitted by the Company's creditors
and shareholders were voted in favor of the plan. The Honorable
Sheri Bluebond presided over the Fountain View Chapter 11 case.

Collectively, the Fountain View organization is a leading operator
of long-term care facilities and provider of a full continuum of
post-acute care services, with a strategic emphasis on sub-acute
specialty medical care. Headquartered in Foothill Ranch,
California, the Company employs approximately 6,400 employees who
serve approximately 5,400 residents daily in facilities throughout
Southern and Central California, as well as in 18 counties in
Texas, including 43 skilled nursing and five assisted living
facilities. In addition to long-term care, the Company provides a
variety of high-quality ancillary services such as physical,
occupational and speech therapy and pharmacy services. The Company
generates annual revenues in excess of $340 million.


GENERAL MEDIA: Pachulski Stang Serves as Bankruptcy Attorneys
-------------------------------------------------------------
General Media, Inc., and its debtor-affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC as
their Counsel in their chapter 11 restructuring.

The Debtors want to retain Paculski Stang as their attorneys
because of the firm's extensive knowledge of their business and
financial affairs, the Firm's extensive general experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under chapter 11 of the Bankruptcy Code,
and because of the Firm's expertise, experience and knowledge
practicing before the Bankruptcy Court.

The professionals expected to provide their services in this
engagement and their current hourly rates are:

          Robert J. Feinstein           $560 per hour
          David J. Barton               $450 per hour
          Julienne K. Goldfine          $345 per hour
          Maria A. Bove                 $255 per hour
          Denise A. Harris              $170 per hour
          Voelia Jammillo               $145 per hour

In their capacity as Counsel, the team will:

     a. provide legal advice with respect to their powers and
        duties as debtors in possession in the continued
        operation of their businesses and management of their
        properties;

     b. take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on the Debtors' behalf, the defense of any actions
        commenced against the Debtors, the negotiation of
        disputes in which the Debtors are involved, and the
        preparation of objections to the claims filed against
        the Debtors' estates;

     c. assist the Debtors in obtaining approval of disclosure
        statement(s) and confirmation of their chapter 11
        plan(s) of reorganization;

     d. prepare on behalf of the Debtors necessary applications,
        motions, answers, orders, reports and other legal
        papers;

     e. appear in Court and to protect the interests of the
        Debtors before the Court; and

     f. perform all other legal services for the Debtors which
        may be necessary and proper in these proceedings.

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).  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $50
million each.


GENTEK INC: Court Disallows 18 Duplicative Claims Totaling $10MM
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath disallowed 18 duplicative
claims filed in the GenTek Debtors' bankruptcy cases.

The Debtors attest that some of the Claimants asserted identical
claims with slight variation in names or addresses, while others
filed multiple claims using the exact same names and addresses
against the same Debtors, for the same liability.  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington,
Delaware, explains that this may be the result of the Claimants
having received multiple claim forms in the mail.

The disallowed duplicate claims total $10,291,047. (GenTek
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL LEARNING: Files Suit vs. Makau Corp. et al. in Maryland
--------------------------------------------------------------
GlobalLearningSystems.com, Inc. (GLS.com), one of the nation's
leading providers of computer based training content, announced
that two of its subsidiaries, Global Learning Systems, Inc. and
Keystone Learning Systems Corporation, filed suit in the United
States Bankruptcy court for the District of Maryland against Makau
Corporation, Curt Selz, William Chipman, Shane Ferrin, Rick James,
David Koller, Antonio Neyra, Lyle Schow, Bryce Roper, Darren Reed
Bunker, Andrew Erdmann and Noel Thornley all of Provo, Utah, or
its surrounding communities.

As part of the suit, Keystone and GLS seek injunctive and monetary
relief against the Defendants' based upon their misappropriation
of Keystone trade secrets, copyright infringement, civil
conspiracy, tortious interference with contract, tortious
interference with prospective economic relations and conversion.
In addition, Keystone and GLS assert numerous bankruptcy causes of
action against the Defendants.

"We are appalled that instead of creating a business derived from
their own investment and market demand for their products, Makau
Corporation and the other defendants decided instead to
misappropriate Keystone's intellectual property, customer data and
inventory to achieve the same end," said Donald Denbo, Chairman of
GlobalLearningSystems.com, Inc., the parent company of Keystone.
David Loughran, President and CEO of GLS.com, states that "We
intend to use every resource at our disposal to address this
wrongful conduct and to protect KeyStone's business and customer
relationships."

Keystone and GLS have also filed a motion requesting that the
Court immediately enjoin Makau and the other defendants from
inappropriately marketing and selling Keystone products and
utilizing Keystone trade secrets. Keystone and GLS, as part of the
lawsuit, seek a permanent injunction against Makau and monetary
damages in an amount to be determined at trial.

Based in Frederick, Maryland GLS.COM offers a library of over 1200
courses through its Keystone subsidiary in VHS, CDROM, DVD and
server format to home and business computer users, software
developers and network professionals. Keystone provides training
products to more than 420 of the Fortune 500 companies. GLS.COM
also develops customized learning content, enterprise knowledge
management software and comprehensive training support services
for corporate and government clients through GLS. Both Keystone
and GLS are based in Frederick, MD.

On June 6, 2003 GLS and Keystone filed a petition for relief under
Chapter 11 of Title 11 of the United States Code in the Bankruptcy
Court for the District of Maryland, Greenbelt Division. GLS and
Keystone are debtors-in-possession, and therefore have retained
control of their businesses and assets. Both companies expect to
emerge as dominate players in the rapidly expanding computer and
web based training arena.


GREENLAND CORP: June 30 Balance Sheet Upside-Down by $3 Million
---------------------------------------------------------------
Greenland Corporation (OTC Bulletin Board: GRLC) has filed its
Form 10-QSB quarterly report for the period ended June 30, 2003.

For the three-month period ended June 30, 2003, the Company
reported revenues of $203 thousand on PEO billings of $9.3
million.  For the six month period, revenues were $400 thousand on
PEO billings of $10.7 million.

In January 2003, Greenland established operations devoted to
professional employment services through which the Company
provides a broad range of services associated with staff leasing
and human resources management through its wholly-owned
ExpertHR(TM) subsidiary.

The Company reported an operating loss of $687 thousand for the
3-month period compared to an operating loss of $783 thousand in
the prior year period.  Operating losses were $963 thousand for
the 6-months ended June 30, 2003 compared to an operating loss of
$1.6 million in 2002.

Greenland had a net loss of $657 thousand for the 3-month period
versus a net loss of $1 million in the second quarter of 2002.
Year to date, Greenland's net loss was $912 thousand compared to a
net loss of $3.4 million for the 6-month period in the prior year.

Greenland Corporation's June 30, 2003 balance sheet shows a
working capital deficit of about $5 million, and a total
shareholders' equity deficit of about $3 million.

"These results reveal our ongoing progress in building our PEO
business," said Tom Beener, Greenland CEO.  "We are optimistic
that we will continue to achieve our objectives of continued
revenue growth as we sign new customers over the next several
months," he added.

Greenland currently operates its PEO business from offices in
California, Michigan, and Oklahoma.  The Company provides
outsourced human resources services to small to medium-size
businesses.  These include benefits and payroll administration,
health and workers' compensation insurance programs, personnel
records management, employer liability management, employee
recruiting and selection, performance management, and training and
development services.

Greenland's check cashing operations are expected to be restarted
as early as next year with a view toward placing MAXcash(TM)
ABM(TM) units with PEO clients who may wish to provide enhanced
payroll services to employees, including check cashing, money
order purchases, and payday loans.

Greenland Corporation, a subsidiary of Imaging Technologies
Corporation (OTC Bulletin Board: IMTO), has two principal
operating units: professional employment services and information
technology.  The Company's ExpertHR(TM)and ExpertHR-OK
subsidiaries provide a variety of professional services related to
human resources to small and medium-size businesses.  The
Company's Check Central subsidiary has developed automated check-
cashing systems, including the MAXcash(TM) Automated Banking
Machine(TM) (a kiosk designed to provide self-service check
cashing and ATM-banking functionality.

Greenland's common stock trades on the OTC Bulletin Board under
the symbol GRLC.  Information on the Company is available at
http://www.expertHR.comand http://www.greenlandcorp.com/

Imaging Technologies Corporation (OTC Bulletin Board: IMTO) was
founded in 1982.  Headquartered in San Diego, California, the
Company produces and distributes imaging products; and provides a
variety of professional services related to human resources to
businesses.  Information on the Company is available at the ITEC
Web site at http://www.itec.net


HAYNES: Weak Performance Prompts S&P to Further Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on high performance metal alloys producer Haynes
International Inc. to 'CCC' from 'CCC+'. The current outlook is
negative.

At the same time, Standard & Poor's said that it lowered its
senior unsecured debt rating on Haynes to 'CCC-' from 'CCC+',
reflecting the disadvantaged position the senior unsecured debt
holds in the capital structure relative to the company's priority
obligations.

The Kokomo, Indiana-based company has about $192 million in debt
outstanding.

"The downgrade reflects the company's continued liquidity erosion,
potential covenant violations, and refinancing risk," said
Standard & Poor's Dominick D'Ascoli. "Standard & Poor's expects
Haynes' financial performance and cash flow generation to remain
very weak given the high degree of uncertainty in the aerospace
and chemical processing industries".

Haynes produces high performance alloys composed of high
temperature and corrosion resistant alloys used in aerospace,
chemical processing, energy, and environmental markets. The
company's modest base of operations renders its earnings and cash
flows susceptible to wide economic swings. Moreover, competitive
pressures in the high performance alloys industry are high and
substitute products such as stainless steel are abundant.


HIGH VOLTAGE ENG'G: Ratings Down to D After Interest Non-Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and senior unsecured debt rating on High Voltage
Engineering Corp. to 'D' from 'CCC' following the company's
failure to make $8 million in interest payments that were due
August 15, 2003 on its $155 million 10.5% senior unsecured notes
due in August 2004.

"Standard & Poor's does not expect the interest payment will be
made within the 30-day grace period," said Standard & Poor's
credit analyst John Sico. High Voltage currently is negotiating
with bondholders to restructure these notes and if a deal is
reached, Standard & Poor's expects bondholders to be impaired.

Wakefield, Massachusetts-based High Voltage is a manufacturer of
diversified industrial and technology products, serving depressed
industrial markets. High Voltage has experienced weak operating
performance, has a heavy debt burden, and constrained liquidity.


HORIZON PCS: Ratings Fall to D After Bankruptcy Filing
------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit, bank loan, and senior unsecured debt ratings on
Chillicothe, Ohio-based wireless service provider and Sprint PCS
affiliate Horizon PCS Inc. to 'D' following the company's filing
for bankruptcy under Chapter 11.

"The company has faced operating challenges in the past two years
due to intense competition and a large mix of subprime credit
quality customers," said credit analyst Michael Tsao. These led to
deteriorating cash flow prospects and, ultimately, a default on
about $531 million in bank loan and senior unsecured debt in the
second quarter of 2003. With continued operating losses and only
about $58 million of cash, the company is unlikely to meet
creditor demand for accelerated debt repayment to cure the
default.


IMPERIAL PLASTECH: Deloitte Completing Reports for May Quarter
--------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) continues to work with its
auditors, Deloitte Touche, to complete its interim financial
statements for the three months ended May 31, 2003.

On July 22, 2003 Imperial PlasTech announced that it would be late
in filing its interim financial statements for its second quarter.
Imperial PlasTech continues to anticipate that its interim
financial statements will be filed on or prior to September 30,
2003.

This announcement is being made in accordance with the Alternate
Information Guidelines of the Ontario Securities Commission,
whereby Imperial PlasTech is required to update the market every
two weeks so long as it is in default of filing its interim
financial statements.

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in
Peterborough Ontario, Edmonton Alberta and Atlanta Georgia, the
PlasTech Group intends to focus on the growth of its core
businesses while assessing any non-core businesses. For more
information, please access the groups Web site at
http://www.implas.com


INTEGRATED SURGICAL: Auditors Express Going Concern Uncertainty
---------------------------------------------------------------
The reports of Integrated Surgical Systems Inc.'s independent
auditors on the 2002 and 2001 consolidated financial statements
included explanatory paragraphs stating that there is substantial
doubt with respect to the Company's ability to continue operating
as a going concern. The Company's plan to address this issue -
increasing sales of products in existing markets, increasing sales
of system upgrades, obtaining new equity investments and reducing
operating expenses - can only be realized to the extent that the
Company generates sufficient cashflow to meet obligations. In the
event that the Company is unsuccessful, it is possible that the
Company will cease operations or seek bankruptcy protection.

The Company designs, manufactures, sells and services image-
directed, computer-controlled robotic software and hardware
products for use in orthopaedic and neurosurgical procedures.

The Company's revenue consists of product revenue, specialized
product development revenue and parts and service revenue.

Product revenue consists of revenues generated from sales of the
Company's principal orthopaedic product, the ROBODOC(R) Surgical
Assistant System which integrates the ORTHODOC(R) Presurgical
Planner with a computer-controlled robot for use in joint
replacement surgeries. Also included in product revenue is
revenues generated from sales of the NeuroMate(TM) System, which
consists of a computer-controlled robotic arm, head stabilizer,
presurgical planning workstation and proprietary software used to
position and precisely hold critical tools during stereotactic
brain surgery.

The Company develops specialized operating software for several
implant manufacturing companies. These implant manufacturers
contract with the Company for the development of particular lines
of new prosthesis software to be used with the ROBODOC system.


INTERDENT: Delays Filing of June Quarter Results on Form 10-Q
-------------------------------------------------------------
InterDent, Inc. requires additional time to complete its financial
statements for the quarterly period ended June 30, 2003 as a
result of management's involvement with (i) the proposed plans of
reorganization recently filed in the United States Bankruptcy
Court for the Central District of California and (ii) other
activities relating to certain filings of voluntary petitions
under Chapter 11 of the United States Code on May 9, 2003.

It is anticipated that the Company's total revenue for the quarter
ended June 30, 2003 will be approximately $57.7 million, or
approximately $6.8 million less than total revenues for the
comparable quarter ended June 30, 2002. The  decrease in revenues
is attributed to the effect of a very poor national economy, high
unemployment in the markets served and a reduction in dental
benefits offered under the Oregon Health Plan to address the
budget crisis in the State of Oregon.

The Company, which is engaged in the business of dental practice
management, anticipates reporting a net loss for the three months
ended June 30, 2003 of approximately $5.0 million compared to a
net loss of approximately $3.2 million for the three months ended
June 30, 2002. The increase in net loss is attributed to
additional costs associated with the Company's pre arranged plan
of reorganization being implemented through Chapter 11 of the
Bankruptcy Code. Certain entities of the Company filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
May 9, 2003.


KEYSTONE CONSOLIDATED: Fails to Beat Form 10-Q Filing Deadline
--------------------------------------------------------------
Keystone Consolidated Industries, Inc. has been unable to complete
the preparation of its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 within the required time period,
without unreasonable effort or expense, due to unanticipated
delays in assembling all information required to prepare, and be
included in, the Quarterly Report.

Keystone currently expects to report net sales of approximately
$96.7 million and a net loss of $6.2 million for the three months
ended June 30, 2003.

The company is a leading manufacturer and distributor of fencing
and wire products, carbon steel rod, industrial wire, nails and
construction products for the agricultural, industrial,
construction, original equipment markets and the retail consumer.
Keystone is traded on the New York Stock Exchange under the symbol
KES.

                          *    *    *

                     Negative Working Capital

At March 31, 2003 Keystone had negative working capital of $77.1
million, including $2.6 million of notes payable and current
maturities of long-term debt, $30.3 million of long-term debt
classified as current as a result of the Company's failure to
comply with certain financial covenants in the Keystone Revolver
as well as outstanding borrowings under the Company's revolving
credit facilities of $43.6 million.  The amount of available
borrowings under these revolving credit facilities is based on
formula-determined amounts of trade receivables and inventories,
less the amount of outstanding letters of credit.

At March 31, 2003, unused credit available for borrowing under
Keystone's $45 million revolving credit facility, which expires in
March 2005, EWP's $7 million revolving credit facility, which
expires in June 2004 and Garden Zone's $4 million revolving credit
facility, which expired in May 2003, were $6.5 million, $1.7
million, and  $324,000, respectively.  The Keystone Revolver
requires daily cash receipts be used to reduce outstanding
borrowings, which results in the Company maintaining zero cash
balances when there are balances outstanding under this credit
facility.  Keystone currently intends to renew or replace the
Garden Zone Revolver upon its maturity in May 2003. A wholly-owned
subsidiary of Contran has agreed to loan Keystone up to an
aggregate of $6 million under the terms of a revolving credit
facility that matures on June 30, 2003.  Through May 15, 2003, the
Company had not borrowed any amounts under such facility.

At March 31, 2003, the Company's financial statements reflected
accrued liabilities of $15.0 million for estimated remediation
costs for those environmental matters which Keystone believes are
reasonably estimable. Although the Company has established an
accrual for estimated future required environmental remediation
costs, there is no assurance regarding the ultimate cost of
remedial measures that might eventually be required by
environmental authorities or that additional environmental
hazards, requiring further remedial expenditures, might not be
asserted by such authorities or private parties.

Accordingly, the costs of remedial measures may exceed the amounts
accrued. Keystone believes it is not possible to estimate the
range of costs for certain sites. The upper end of range of
reasonably possible costs to Keystone for sites for which the
Company believes it is possible to estimate costs is approximately
$20.6 million.

                      Financial Covenant Breach

At March 31, 2003, Keystone was not in compliance with certain
financial covenants included in the Keystone Revolver.  Under the
terms of the Keystone Revolver, failure to comply with these
covenants is considered an event of default and gives the lender
the right to accelerate the maturity of both the Keystone Revolver
and the Keystone Term Loan.  The Company is currently negotiating
with the Keystone Revolver and Keystone Term Loan lender to obtain
waivers of such financial covenants or otherwise amend the
respective loan agreements to cure the defaults.  There can be no
assurance Keystone will be successful in obtaining such waivers or
amendments, and if Keystone is unsuccessful, there is no assurance
the Company would have the liquidity or other financial resources
sufficient to repay the Keystone Revolver and the Keystone Term
Loan if such indebtedness is accelerated.

The indenture governing Keystone's 8% Notes provides the holders
of such Notes with the right to accelerate the maturity of the
Notes in the event of a default by Keystone with respect to any of
the Company's other secured debt. However, the Notes cannot be
accelerated through December 31, 2003 because Keystone has
obtained a consent from holders of more than 67% of the principal
amount of the 8% Notes to forebear remedies available to them
solely as a result of the Company's failure to comply with the
financial covenants in the Keystone Revolver through such date.
There can be no assurance Keystone will be in compliance with such
financial covenants subsequent to December 31, 2003.

If Keystone is not in compliance with such financial covenants
subsequent to December 31, 2003, there is no assurance Keystone
would be successful in obtaining an extended agreement to forebear
from a sufficient amount of holders of the 8% Notes, and if
Keystone is unsuccessful, there is no assurance Keystone would
have the liquidity or other financial resources sufficient to
repay the 8% Notes if they were accelerated.

Management currently believes cash flows from operations together
with funds available under the Company's credit facilities will be
sufficient to fund the anticipated needs of the Company's
operations and capital improvements for the year ending December
31, 2003.  This belief is based upon management's assessment of
various financial and operational factors, including, but not
limited to, assumptions relating to product shipments, product mix
and selling prices, production schedules, productivity rates, raw
materials, electricity, labor, employee benefits and other fixed
and variable costs, interest rates, repayments of long-term debt,
capital expenditures, and available borrowings under the Company's
credit facilities.  However, there are many factors that could
cause actual future results to differ materially from management's
current assessment, and actual results could differ materially
from those forecasted or expected and materially adversely affect
the future liquidity, financial condition and results of
operations of the Company. Additionally, significant declines in
the Company's end-user markets or market share, the inability to
maintain satisfactory billet and wire rod production levels, or
other unanticipated costs, if significant, could result in a need
for funds greater than the Company currently has available.  There
can be no assurance the Company would be able to obtain an
adequate amount of additional financing.


LEXAM EXPLORATIONS: Liquidity Insufficient to Continue Operation
----------------------------------------------------------------
Lexam Explorations Inc. recorded earnings of $22,862 during the
three months ended June 30, 2003, compared to a loss of $52,005
during the corresponding period in 2002. (All amounts in this news
release are expressed in Canadian dollars.)

During the six months ended June 30, 2003, Lexam recorded earnings
of $225,737 compared to a loss of $72,776 during the first half of
2002. Earnings during 2003 are largely the result of a gain on the
sale of marketable securities of $219,718. During the quarter a
decrease in the provision for exploration and development
commitments was recorded, and resulted in a gain of $66,804.
During the first half of 2002, the Company realized a gain on the
sale of marketable securities of $11,427, partially offsetting the
loss for that period. At June 30, 2003, the Company had cash of
$152,872, compared with $80,240 at June 30, 2002.

             Greenland outstanding work commitments

In 2000, Lexam recorded a charge of $750,000 related to
unfulfilled work commitments in Greenland. Between 1996 and 1999,
the Company held exploration licences in Greenland. The
exploration licences required certain expenditures, which Lexam
was unable to meet. As a result, pursuant to the laws governing
mineral exploration in Greenland, the Company forfeited the
licences and was required to pay 50% of the unfulfilled work
commitments, which was estimated to be approximately $750,000.
Discussions were held between the Company and the government in an
attempt to extend the term of, or reach a settlement with respect
to, the unfulfilled work commitment. An agreement was reached
between the parties whereby, in exchange for $75,000, Lexam would
be given a full and final release from the outstanding work
commitments. The payment to the government of Greenland was made
in April 2003.

                      Financial Condition

Lexam is currently not able to continue its exploration efforts
and discharge its liabilities in the normal course of business,
and may not be able to ultimately realize the carrying value of
its assets, subject to, among other things, being able to raise
sufficient additional financing to fund its exploration programs.
The Company is pursing several alternatives to address these
issues, including joint venturing certain properties, seeking
additional sources of debt or equity financing and investigating
possible reorganization alternatives.

Lexam's June 30, 2003 balance sheet shows that its total current
liabilities exceeded its total current assets by about $284
million.

                   Going Concern Uncertainty

The consolidated financial statements are prepared in accordance
with generally accepted accounting principles and on the
assumption that Lexam Explorations Inc. will be able to realize
the carrying value of its assets and discharge its liabilities in
the normal course of business.

The Company has a significant working capital deficiency and is
not currently able to continue its exploration programs and
discharge its liabilities in the normal course of business, and
may not be able to ultimately realize the carrying value of its
assets, subject to, among other things, being able to raise
sufficient additional financing to fund its exploration programs.
There can be no assurance that the Company will be able to raise
sufficient additional financing to fulfill its expenditure
commitments or complete its exploration programs.

During 2001, subsequent to receiving shareholder and regulatory
approval, the Company issued 16,164,970 shares at $0.10 per share
as part of a plan to settle outstanding payables and other
liabilities. Various creditors accepted a total of 12,450,911
shares, reducing the Company's liabilities by $1,245,090, with a
corresponding increase in share capital of the same amount.
Goldcorp Inc. received 11,734,264 shares of Lexam in exchange for
settlement of $1,173,426 in payables, which included an
outstanding demand loan due to Goldcorp, along with accrued
interest, totaling $1,070,337. Goldcorp's equity interest in
Lexam, upon receiving shares for debt, increased from 30.8% to
47.0%. At June 30, 2003, Goldcorp had a 49.8% equity interest in
the Company.

Of the 16,164,970 shares issued, 3,782,678 were issued to Lexam as
custodian for further distribution to additional creditors that
had not yet accepted shares in exchange for payables. In 2002, the
remaining undistributed shares that were being held by Lexam as
custodian, totaling 3,714,059 shares, were cancelled.

The Company is pursuing several alternatives to improve its
financial position, including joint venturing certain properties,
seeking additional sources of debt or equity financing and
investigating possible reorganization alternatives.


LJM2 CO-INVESTMENT: Judge Felsenthal Confirms Chapter 11 Plan
-------------------------------------------------------------
On August 18, 2003, Judge Steven A. Felsenthal, the Chief
Bankruptcy Judge for the U.S. Bankruptcy Court for the Northern
District of Texas, signed an order confirming the Chapter 11 plan
or reorganization for LJM2 Co-Investment, LP.  LJM2 was
represented in the bankruptcy case by King & Spaulding, LLP, and
Gordon & Mott PC.

LJM2 filed for chapter 11 protection in September 2002, because it
faced a multitude of adverse developments, including a threat to
its assets posed by certain litigation.  The plan of
reorganization provides for the creation of two creditor trusts to
pay claims against the LJM2 estate:

    * One trust, to be administered by Bettina M. Whyte, a
      principal of AlixPartners, LLC, will include the remaining
      investments and certain potential litigation against third
      parties for the benefit of general creditors.

    * The second trust, to be administered by Edward N. Meyer,
      will be for the benefit of the bank creditors, and will hold
      certain potential rights of action provided for under the
      LJM2 partnership agreement.

Bettina Whyte stated, "I am pleased that we were able to bring a
resolution to this very complex case in less than a year.  I
believe that the confirmed plan is fair and achieves the best
result for all parties."

LJM2 is a limited partnership organized in late 1999 by Andrew
Fastow, the former Chief Financial Officer of Enron, and Michael
Kopper, previously a Managing Director of Enron.  LJM2 was formed
to make equity and equity-related investments in entities
principally engaged in energy-related or communications-related
businesses.  The majority of those investments were in Enron-
related entities.  The original general partner was LJM2 Capital
Management, L.P., which was controlled by Mr. Fastow until it was
sold to Mr. Kopper in July of 2001.  In January 2002, LJM2's
Limited Partners removed Capital Management as general partner,
replacing it with Partnership Services, LLC, an affiliate of the
turnaround firm, AlixPartners, LLC.


LORAL SPACE: Confirms Receipt of EchoStar Offer to Buy Assets
-------------------------------------------------------------
Loral Space & Communications (OTCBB: LRLSQ) confirmed that, in
addition to reaching agreement with Intelsat on July 15, 2003 for
the sale of Loral's six North American satellites, Loral has
received an informal offer for those assets from EchoStar
Communications Corp., subject to due diligence. EchoStar also has
indicated an interest in acquiring the balance of Loral's FSS
fleet and its satellite manufacturing assets.

Consistent with the bidding procedures approved by the Bankruptcy
Court on August 18, 2003, Loral will evaluate any such bid it may
receive from EchoStar in accordance with the bidding procedures.

Bernard L. Schwartz said, "EchoStar's interest reconfirms the
value of the assets assembled by Loral over the years. We will
consider all bids received very carefully, noting that our current
plan is to emerge from the bankruptcy process with a viable,
ongoing satellite services and manufacturing business."

Loral Space & Communications is a satellite communications
company. It owns and operates a global fleet of telecommunications
satellites used by television and cable networks to broadcast
video entertainment programming, and by communications service
providers, resellers corporate and government customers for
broadband data transmission, Internet services and other value-
added communications services. Loral is also a world-class leader
in the design and manufacture of satellites and satellite systems
for commercial and government applications including direct-to-
home television, broadband communications, wireless telephony,
weather monitoring and air traffic management.


LORAL SPACE: Bringing-In Willkie Farr as Special Counsel
--------------------------------------------------------
Loral Space & Communications Ltd., and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the Southern District of New York to retain and employ Willkie
Farr & Gallagher as special counsel to advise the Debtors and
assist Weil, Gotshal & Manges LLP.

Specifically, the Debtors employ Willkie Farr to:

     a) provide corporate and related advice for the Debtors,
        including, without limitation, matters concerning
        securities law, employee benefits, regulatory issues,
        antitrust issues, tax matters, asset disposition, credit
        agreements and board of director issues;

     b) represent the Debtors in specified litigation and other
        disputes, including, without limitation, the Alcatel
        Arbitration, the Securities Litigations, the Twin City
        Litigation, Meng Litigation, the Mabuhay Arbitration and
        the PanAmSat Arbitration;

     c) represent the Debtors in various third party chapter 11
        cases or debt restructuring, including, without
        limitation, in the chapter 11 cases of Globalstar, LQSS,
        Directrix and Starband;

     d) represent the Debtors in matters in which WG&M may have
        a conflict; and

     e) perform such additional services within the area of
        corporate, litigation and related matters that may arise
        in connection with the chapter 11 cases, as the Debtors
        and Willkie Farr may agree from time to time.

Tony K. Ho, Esq., a member of the firm Willkie Farr discloses that
his firm's current hourly rates are:

          members and of counsel   $495 to $735 per hour
          associates               $295 to $490 per hour
          legal interns            $150 to $205 per hour
          legal assistants         $ 90 to $190 per hour

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


LTV CORP: Copperweld's New Restricted Stock Plan for Management
---------------------------------------------------------------
On the Effective Date, approximately 1,000 shares or 20% of the
authorized New Class B Common Stock will be reserved for issuance
to certain members of senior management of Reorganized Copperweld
under the terms of a "New Restricted Stock Plan."

                   New Class B Common Stock

Immediately after the Effective Date, the holders of Allowed
Copperweld DIP Term Lender Claims will hold 4,000 shares of the
authorized and outstanding shares of the New Class B Common Stock.
However, 700 shares of the New Class B Common Stock will be
issued, and an additional 300 shares will be reserved for
issuance, to Reorganized Copperweld management pursuant to the New
Restricted Stock Plan as an equity incentive for management whose
performance is essential to the financial viability of Reorganized
Copperweld.  Upon a liquidation event, including a distribution
following the sale of substantially all the assets of Reorganized
Copperweld, and after the payment of the liquidation preference to
holders of New Class A Common Stock, the holders of New Class B
Common Stock will receive their pro rata portion of the balance of
Reorganized Copperweld's remaining assets available for
distribution to its stockholders.  The holders of the New Class B
Common Stock may also have certain consent rights under the New
Stockholders' Agreement.

On the Effective Date, Reorganized Copperweld will issue 700
shares of New Class B Common Stock to:

   Officer                                       Shares
   -------                                       ------
   Dennis M. McGlone                                200
   President and Chief Operating Officer

   James A. Loveland                                 60
   Chief Restructuring Officer

   James R. Smith                                    40
   Interim Chief Financial Officer

   David W. Seeger                                  100
   Vice President and General Manager,
   Structural Tubing Business

   James R. Baske                                   100
   Vice President and General Manager,
   Mechanical Tubing Business

   Steven E. Levy                                   100
   Vice President and General Manager,
   Bimetallic Wire and Strip Business

   Douglas J. Hahn                                  100
   Vice President and General Manager of
   the Automotive Business

The members of senior management will hold the shares of New Class
B Common Stock directly, subject to certain vesting provisions,
transfer restrictions, rights of first refusal and call rights in
favor of Reorganized Copperweld and the other stockholders, as
applicable pursuant to the New Restricted Stock Plan and the New
Stockholders' Agreement.  The Board of Directors of Reorganized
Copperweld will be authorized to issue, pursuant to the New
Restricted Stock Plan and the New Stockholders' Agreement, the
remaining 300 shares of the New Class B Common Stock to key
employees or directors of Reorganized Copperweld. (LTV Bankruptcy
News, Issue No. 52; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


MASSEY ENERGY: Board Declares Quarterly Cash Dividend
-----------------------------------------------------
Massey Energy Company's (NYSE: MEE) Board of Directors, at a
regularly scheduled meeting, declared a quarterly dividend in the
amount of $.04 per share to be paid on October 14, 2003 to
shareholders of record on September 30, 2003.

Massey Energy Company, headquartered in Richmond, Virginia, is the
fourth largest coal company in the United States based on produced
coal revenue.

As reported in Troubled Company Reporter's July 15, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on Massey
Energy Company to stable from negative. At the same time, Standard
& Poor's assigned its BB+ rating to Massey's $355 million secured
credit facility. In addition, Standard & Poor's affirmed its
existing ratings on the company.

The new $355 million bank credit facility was rated 'BB+', one
notch above the corporate credit rating. The new facility consists
of a $250 million term loan due 2008 and a $105 million revolver
due 2007 and is secured by various assets including certain
account receivables, inventory, and certain property, plant &
equipment. The term loan has a manageable amortization schedule of
$0.6 million per quarter until maturity, and an early maturity
trigger based on whether Massey's existing 6.95% senior notes are
refinanced before January 1, 2007.


METROMEDIA FIBER: Says Facilities Unfazed by Regional Blackout
--------------------------------------------------------------
AboveNet, Inc., Metromedia Fiber Network, Inc.'s recently
announced brand name and planned company name upon emergence from
bankruptcy in September, announced that the company's facilities
and customer service remained unaffected by the regional blackout
that struck the Northeast at approximately 4:20 pm Thursday,
August 14, 2003. All AboveNet facilities operated as expected with
back-up generators providing continuous and reliable power to
customers until commercial power was completely restored.

AboveNet's Points of Presence on its fiber optic network continued
to provide conditioned electrical power to the customer equipment
while our emergency generators came on line to replace the failed
power grid. AboveNet POPs are equipped with generators and
adequate fuel and battery reserves that can continue to provide
power for several days with resources to replenish fuel as long as
necessary. Two of the Company's major POPs in Manhattan remained
staffed 7x24 with power engineers and expert staff until all
commercial power was returned and the situation stabilized.

"All AboveNet facilities operated without any interruption to
customers. AboveNet data centers are staffed 24 x 7 and are built
with multiple redundancies and contingency plans which are tested
and maintained regularly to provide our customers with a worry-
free environment," said Bill LaPerch, senior vice president of
operations for the Company. "It is this attention to detail and
commitment to excellence that make us the first choice for our
customers. I am extremely pleased to report that, once again,
AboveNet has protected its customers against a potentially
catastrophic event."

A leader in the industry, AboveNet data centers set the highest
specifications in commercial design second only to the United
States government in security and fault tolerance standards. With
a commitment to providing uninterrupted service to its customers,
AboveNet data centers are built and operated to withstand natural
disasters, security attacks (physical and cyber), power outages,
fire, and networking and computing failures.

Metromedia Fiber Network, Inc., which plans to change its name to
AboveNet Inc. upon emergence from bankruptcy, combines the most
extensive metropolitan area fiber network with a global optical IP
network, state-of-the-art data centers and award winning managed
services to deliver fully integrated, outsourced communications
solutions for high-end enterprise companies. The all-fiber
infrastructure enables AboveNet customers to share vast amounts of
information internally and externally over private networks and a
global IP backbone, creating collaborative businesses that
communicate at the speed of light.

On May 20, 2002, Metromedia Fiber Network, Inc. and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in the
United States Bankruptcy Court for the Southern District of New
York. The Company has requested a hearing on confirmation of its
plan of reorganization on August 21.


METROPOLITAN MORTGAGE: Fitch Hatchets Class M-2 Rating to BB-
-------------------------------------------------------------
Fitch Ratings has affirmed and taken rating actions on the
following Metropolitan Mortgage & Securities Co., Inc issue:

Series 2000-A

        -- Classes A-3, A-4, A-IO affirmed at 'AAA';

        -- Class M-1 affirmed at 'AA';

        -- Class M-2 downgraded to 'BB-' from 'BBB-' and removed
           from Rating Watch Negative.

The negative rating action taken on series 2000-A reflects the
poor performance of the underlying collateral in the transaction.
The level of losses incurred has been higher than expected and
have resulted in the depletion of overcollateralization. As of the
November 2002 distribution, series 2000-A has $0 in OC, and class
B-1 has taken a total writedown of $2,577,221. Currently there is
$2,628,779 balance left in class B-1. This has decreased the
credit enhancement percent of class M-2 to 4.83% (vs. original CE
of 5.00%).


MILESTONE SCIENTIFIC: June 30 Net Capital Deficit Widens to $7MM
----------------------------------------------------------------
Milestone Scientific, Inc. (AMEX:MS) announced its results for the
second quarter ended June 30, 2003.  Net sales for the three
months ended June 30, 2003 and 2002 were $1,008,965 and
$1,160,129, respectively. The $151,164 or 13.0% decrease is
primarily related to a $86,000 decrease in CompuDent(TM) sales and
a $48,000 decrease in CompuMed(TM) sales.

Revenue from the sale of Wand(R) handpieces decreased by $10,000.
The decrease in Wand(R) handpiece sales is the result of changing
the primary vendor of the Wand(R) handpiece, resulting in
inconsistent inventory levels. Subsequently, the transition issues
have been resolved and are resulting in improved supply chain
management.

Selling, general and administrative expenses for the three months
ended June 30, 2003 and 2002 were $841,435 and $937,952,
respectively. The $96,518 decrease is attributable primarily to an
approximate $106,000 decrease in expenses associated with the sale
and marketing of the Wand(R) technology.

Research and development expenses for the three months ended
June 30, 2003 and 2002 were $51,091 and $15,084, respectively.
These costs are associated with the development of Milestone's
SafetyWand(TM), which incorporates engineered safety injury sharps
protection, mandated by the Federal Needlestick Safety and
Prevention Act of 2000.

The Company's June 30, 2003 balance sheet shows a working capital
deficit of about $6 million, and a total shareholders' equity
deficit of about $7 million.

"Although our sales decreased slightly, primarily in the sale of
units, we continue towards achieving several critical components
of our strategic plan," commented Stuart Wildhorn, Milestone's
Senior Vice President. "Specifically, our SafetyWand(TM) device is
closer to commercialization; sales to our international
distribution network have increased; we've launched the Wand(R)
handpiece with Needle to our international market and we have
begun rebuilding our domestic sales force, which includes in-house
telemarketing. Coupled with our recent agreement with Da Vinci
Systems to develop and sell a state of the art LED curing light as
well as a proprietary tooth whitening system, these advances will
soon allow us to provide a much stronger offering to our global
distribution network."

Milestone Scientific is the developer, manufacturer and marketer
of CompuMed(R) and CompuDent(R) computer controlled local
anesthetic delivery systems. These systems comprise a
microprocessor controlled drive unit as well as The Wand(R)
handpiece, a single patient use product that is held in a pen like
manner for injections. In 2001, Milestone Scientific received
broad United States patent protection on "CompuFlo(TM)", an
enabling technology for computer controlled, pressure sensitive
infusion, perfusion, suffusion and aspiration, which provides real
time displays of pressures, fluid densities and flow rates, that
advances the delivery and removal of a wide array of fluids. In
2002, Milestone Scientific received United States patent
protection on a safety engineered sharps technology, which allows
for fully automated true single-handed activation with needle
anti-deflection and force-reduction capability.


MIRANT CORP: Appoints Curtis A. Morgan as EVP, N.A. Operations
--------------------------------------------------------------
Mirant (OTC Pink Sheets: MIRKQ) announced that Curtis A. Morgan,
43, will be joining the company as executive vice president for
Mirant's North American operations, effective August 25.

Mr. Morgan will replace Mirant's current EVP, Rick Pershing, who
is retiring after a 33-year career with Mirant, its predecessor
Southern Energy, Inc., and former parent, Southern Company.

"Curt brings a valuable set of talents and experience to Mirant,"
said Marce Fuller, president and chief executive officer, Mirant.
"His considerable energy sector background in power generation,
commercial operations and strategy development will be essential
in directing Mirant's extensive North American operations.  His
professional record demonstrates excellence in meeting customer
needs, which will continue to be a priority at Mirant."

Mr. Morgan joins Mirant from Reliant Resources, Inc., where he
recently served as Reliant's president for the east region energy
wholesale group.  Mr. Morgan also served as senior vice president
for corporate planning and development at Reliant Energy.  Prior
to working at Reliant Energy he held various strategic development
roles at Amoco Corp.

Mr. Morgan is a certified public accountant and holds a bachelor
of business administration degree from Western Illinois
University.  He also holds a master's degree in business
administration in finance from the University of Chicago.

Mirant is a competitive energy company that produces and sells
electricity in North America, the Caribbean, and the Philippines.
Mirant owns or controls more than 22,000 megawatts of electric
generating capacity globally.  It operates an integrated asset
management and energy marketing organization from our headquarters
in Atlanta.  For more information, please visit
http://www.mirant.com


MIRANT CORP: First Creditors' Meeting Rescheduled to Sept. 17
-------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6,
notifies all of the Mirant Debtors' Creditors that the first
meeting of creditors pursuant to Section 341(a) of the Bankruptcy
Code is moved to September 17, 2003 at 2:00 p.m.  The Section 341
Meeting will be held at Fritz G. Lanham Federal Building, 819
Taylor Street, Room 7A24, in Ft. Worth, Texas. (Mirant Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


MOSAIC GROUP: Canadian Court Extends CCAA Protection to Sept. 15
----------------------------------------------------------------
Mosaic Group Inc. (TSX:MGX) has sought and obtained from the
Ontario Superior Court of Justice an order granting it and certain
of its Canadian subsidiaries an extension of protection under the
Companies' Creditors Arrangement Act (Canada) to and including
September 15, 2003. The order of the Ontario Superior Court of
Justice also accepted and approved the report dated August 11,
2003 of KPMG Inc., in its capacity as monitor of the Company.

A copy of the report will be filed by the Company with the
Canadian securities regulators and will be available at their Web
site, http://www.sedar.com

In December, 2002, the Company and certain of its Canadian
subsidiaries and affiliated companies obtained an order from the
Ontario Superior Court of Justice under the Companies' Creditors
Arrangement Act (Canada) to initiate the restructuring of its debt
obligations and capital structure. Additionally, certain of the
Company's US Subsidiaries commenced proceedings for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Texas in Dallas.
Pursuant to these filings, the Company and its relevant
subsidiaries continue to operate under a stay of proceedings.


NAT'L CENTURY: Seeks Injunctive Relief vs. Gulf Insurance et al.
----------------------------------------------------------------
The NCFE Debtors -- National Century Financial Enterprises, Inc.,
NPF Capital, Inc., NPF-CSL, Inc., NPF-LL, Inc., NPF VI, Inc., NPF
X, Inc., National Premier Financial Services, Inc., and NPF XII,
Inc. -- seek injunctive relief to prevent the Gulf Insurance
Company from disbursing the proceeds of the Directors & Officers
Insurance Policy, Policy No. GA0722269, purchased by the NCFE
Entities, and to further prevent the Great American Insurance
Company from disbursing the proceeds of an excess policy, Policy
No. DFX0009369, purchased by the NCFE Entities without a prior
Court determination of the proportional amount of the proceeds to
which each claimant under the Policy is entitled and the
procedure under which this would be determined.

The insurance coverage provided by Gulf under the Policy provides
for $5,000,000 in coverage, inclusive of defense costs.  The
Great American policy also provides for $5,000,000 in excess
coverage, inclusive of defense costs.  The total covered claims
against the Policies will be in excess of $3,000,000,000 and in
any case are in an amount that will far exceed the Policy limit.

Mary E. Tait, Esq., at Jones, Day, Reavis & Pogue, in Columbus,
Ohio, relates that the NCFE Debtors are insureds under the
Policy, and have filed notices of potential claims against the
NCFE Entities for which the NCFE Entities intend to submit claims
for insurance coverage under the Policy.  The NCFE Debtors expect
to present claims against the Policy in an amount exceeding
$3,000,000,000.

Insureds and potential claimants under the Policy include the
NCFE Entities, Lance K. Poulsen, Barbara L. Poulsen, Donald H.
Ayers, Rebecca S. Parrett, Harold W. Pote, Eric R. Wilkinson,
Thomas G. Mendell, Roger Faulkenberry, Randy Speer, Dean
Haberkamp, Sherry Gibson, John Snoble, David J. Coles, Peter
Briggs, Ira Genser, Jim Dubow, Mark Russell, Luke Lonergan,
Michael Lane, Ronald M. Winters, Ryan McCarthy, Mark Tomassini
and John Does I-X.

Many, if not all, of the Claimants either already or at some
point will have covered claims against the Policy.  Certain of
the Claimants have already made claims under the Policy seeking
immediate disbursement of defense costs.

Ms. Tait points out that the NCFE Entities are entitled to
defense costs as part of loss coverage under the Policy.  The
NCFE Entities incurred substantial defense costs during and since
the Policy period, and anticipate submitting claims for these
costs to Gulf.  Claims for losses and defense costs that the NCFE
Entities incurred are already in excess of $10,000,000.  In
addition, due to the operation of the automatic stay, some of the
NCFE Entities' defense costs have been deferred to a later date
but eventually will be incurred, and the NCFE Entities intend to
submit claims for these defense costs as they arise.

Absent guidance from the Court, Gulf and Great American could
make disbursements under the Policy on a first-come, first-served
basis, thus depleting the Policy proceeds on which the other
Claimants, including the NCFE Debtors, will be able to draw and
therefore depleting assets of these estates.

To assure the fair and equitable apportionment of disbursements
under the Policy, the Court should, upon notice to all Claimants
and after all Claimants have had an opportunity to be heard,
establish a procedure for determining each Claimants'
proportional share of the proceeds.

Once the Court has determined the Procedure, the Court should
apply the Procedure, upon notice to all Claimants and after all
Claimants have had the opportunity to present evidence supporting
the validity and amount of their potential claims under the
Policy, to arrive at a fair and equitable allocation of the right
to Policy proceeds among the Claimants.

Ms. Tait asserts that injunctive relief is necessary because:

   (1) the Policy provides for the so-called "entity" coverage,
       the NCFE Debtors are also claimants under the Policy and
       their share of the proceeds is property of the NCFE
       Debtors' estates; and

   (2) the Policy also provides coverage for the current
       directors and officers of the NCFE Debtors and these
       individuals are likewise entitled to have their share of
       the proceeds kept available for them to draw upon.

A. First Claim for Equitable Allocation Procedure

   Gulf is seeking the Court's permission to begin disbursements
   of defense costs under the Policy.  Thus, disbursements under
   the Policy, including the Great American excess policy, may be
   made on a first-come, first-served basis, leading to the
   inequitable treatment of the other Claimants, including the
   NCFE Debtors.  As a result, because the likely and potential
   claims covered under the Policy, including the Great American
   excess policy, will far exceed the Policy proceeds, the claims
   for defense costs made by early Claimants will likely exhaust
   the Policy Proceeds before many of the Claimants, including
   especially the NCFE Debtors, have had the opportunity to
   present claims for payment.

   The Court should, upon notice to all Claimants and upon
   providing all Claimants an opportunity to be heard, establish
   the Procedure for determining the fair and equitable
   proportional allocation of Policy proceeds among the
   Claimants.

B. Second Claim for Equitable Allocation of Disbursements

   Certain of the Claimants have filed claims for defense costs
   under the Policy and are seeking their prompt payment.  Other
   Claimants, including the NCFE Debtors, have not yet submitted
   claims against the Policy.

   In particular, the NCFE Debtors have had their defense costs,
   covered by the Policy, deferred until a later date by
   operation of the automatic stay.  Any disbursement by Gulf, or
   Great American, on a first-come, first-served basis would be
   inequitable to the other Claimants, and would diminish
   property of the Debtors' estates.  Furthermore, allowing
   disbursement to be conducted on a first-come, first-served
   manner would be inequitable and prejudicial to the other
   Claimants because disbursements to early Claimants will likely
   exhaust the Policy proceeds.

   The Court should determine, by an appropriate Procedure, the
   fair and equitable allocation of Policy proceeds among all
   potential Claimants.

C. Third Claim for Injunction Against Gulf

   Ms. Tait argues that absent immediate injunctive relief, the
   Claimants, including the NCFE Debtors, will suffer irreparable
   harm.  By contrast, an injunction against disbursements of
   Policy proceeds, including the Great American excess policy
   proceeds, in advance of the Court determining and applying a
   Procedure for the fair and equitable allocation of Policy
   proceeds among the Claimants will:

   -- maximize the value of the NCFE Debtors' estates for their
      creditors,

   -- safeguard the interests of the other Claimants, and

   -- ensure that the other Claimants are provided with full due
      process regarding their interests in the Policy proceeds.

Thus, the NCFE Debtors ask Judge Calhoun for:

   (a) a declaration of a fair and equitable procedure for
       determining allocation of Policy proceeds to all
       Claimants;

   (b) a declaration of the proportional share of each Claimant
       to the Policy proceeds; and

   (c) an injunction enjoining the Gulf Insurance Company and
       the Great American Insurance Company from making any
       disbursements from the Policy proceeds other than in
       conformance to the determination of the Court as to the
       proportional share of the Policy proceeds that each
       particular Claimant can draw upon. (National Century
       Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


NRG ENERGY: Inks Pact to Sell McClain Generating to Oklahoma Gas
----------------------------------------------------------------
NRG Energy, Inc.'s affiliate, NRG McClain LLC, has reached an
agreement to sell its 77 percent interest in the McClain
Generating Station to Oklahoma Gas & Electric Company, a
subsidiary of Oklahoma City-based OGE Energy Corp. (NYSE:OGE). As
part of the sales process, the project company NRG McClain LLC,
filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

McClain is a 520-megawatt combined-cycle, natural gas-fired
facility located in Newcastle, Oklahoma, just south of Oklahoma
City in McClain County. The Oklahoma Municipal Power Authority
owns the remaining 23 percent interest in the facility.

"We are using the voluntary Chapter 11 process as a tool to
effectuate the transaction and NRG McClain will continue to
operate in the ordinary course of business," said John Boken,
Interim President and Chief Operating Officer. "The expected sale
of this asset is a positive step in NRG's overall restructuring
efforts and is consistent with our business plan to divest
selected noncore assets."

The total price to be paid by Oklahoma Gas & Electric for the
facility will be approximately $160 million, subject to certain
customary closing adjustments. Proceeds from the sale will be used
to pay down project debt and cover deferred project operating
costs. NRG anticipates that the proposed sale, which is subject to
Bankruptcy Court approval, will be completed by early December
2003.

NRG McClain LLC filed its voluntary petition in U.S. Bankruptcy
Court in the Southern District of New York. In conjunction with
the Chapter 11 filing, and as required under Section 363 of the
Bankruptcy Code, NRG will file a motion seeking to establish
bidding procedures for an auction that will allow other qualified
bidders to submit higher and better offers to purchase NRG
McClain.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities located primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


NRG ENERGY: OG&E Confirms Acquisition of Assets in McClain Power
----------------------------------------------------------------
OGE Energy Corp.'s (NYSE: OGE) subsidiary, Oklahoma Gas and
Electric Company, has signed an agreement to purchase a 77 percent
interest in the McClain power plant near Newcastle, Okla. for
$159.9 million.

NRG McClain LLC, an indirect subsidiary of NRG Energy Inc. of
Minneapolis, agreed to sell its 400-megawatt interest in the 520-
megawatt electric generating facility. The remaining 23 percent,
or 120 megawatts of generating capacity, will continue to be owned
by the Oklahoma Municipal Power Authority.

"OG&E has had a longstanding working relationship with the OMPA
and we look forward to strengthening our partnership as co-owners
of this state-of- the-art power plant," said Steven E. Moore,
chairman, president and CEO of OGE Energy. "For our customers,
OG&E's acquisition of this new generating capacity represents a
great opportunity for immediate cost savings and the continued
reliability of their electric service."

The acquisition is expected to close later this year. It is
subject to Federal Energy Regulatory Commission approval and
antitrust clearance under the Hart-Scott-Rodino Act. Also, since
NRG McClain has filed for bankruptcy, the acquisition is subject
to the approval of the bankruptcy court.

OG&E sought the acquisition under a 2002 Oklahoma rate settlement
agreement which recognized the need for the company to acquire at
least 400 megawatts of new generation. "We look forward to working
with our state regulatory officials to ensure this power plant
serves Oklahoma's best interests," Moore said.

OGE Energy spokesman Brian Alford said OG&E considered all options
for expanding its capacity to deliver power to its Oklahoma
customers. "Acquiring a 77 percent interest in the McClain plant,
at the agreed-upon price, was clearly the best option," Alford
said. "It is below the cost of building a new plant and compares
favorably to other opportunities in the marketplace. Once we take
ownership of this new, highly efficient capacity, the savings for
our customers begin right away, not three years from now as would
be the case if we built a plant from the ground up."

As part of the 2002 rate settlement agreement, OG&E guaranteed at
least $25 million in annual savings to its customers, made
possible by the new generation. Alford said OG&E expects the
McClain plant to enable the company to meet that requirement.

Another benefit of OG&E's ownership of the McClain facility,
Alford said, is increased tax revenue for local schools at a time
when they need it most. "We will pay more taxes on this plant than
are being paid now," he said. "We have no exemption. This means
more money for Oklahoma schools."

With this acquisition, OG&E is taking a major step to ensure its
long-term power supply needs are met, especially in light of
increasing customer demand. In five of the last six years, OG&E
customers have set new records for peak power demand. The current
record, 5,908 megawatts, was set July 21.

"This new plant will give us an efficient means to meet the
growing demand, replace expiring above-market cogeneration
contracts that have been mandated by the federal government, and
reduce our dependence on power- purchase contracts," Alford said.

Construction of the McClain plant began in February 2000,
initiated by a subsidiary of Duke Energy North America. Duke sold
the 23 percent interest to the OMPA in December 2000 and its
remaining 77 percent stake to NRG in June 2001, the same month the
plant went into production. Using two combined-cycle General
Electric generating turbines fueled by natural gas, the plant is
rated at 520 megawatts. ONEOK Gas Transportation, a subsidiary of
Tulsa-based ONEOK Inc., provides natural gas transportation and
storage services to the McClain plant.

OG&E serves approximately 720,000 customers in a service territory
spanning 30,000 square miles in Oklahoma and western Arkansas. OGE
Energy also is the parent company of Enogex Inc., a natural gas
pipeline company with principal operations in Oklahoma and
Arkansas.


OMEGA HEALTHCARE: Credit Rating Upped to B+ over Better Results
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Omega Healthcare Investors Inc. to 'B+' from 'B'. At the
same time, ratings are raised on the company's senior unsecured
debt and preferred stock. The ratings on Omega's cumulative
preferred stock are being reinstated following the Aug. 15 payment
of all unpaid and previously deferred, preferred dividends. The
outlook is stable. Maryland-based Omega invests in and provides
financing to the long-term care industry.

"The upgrades acknowledge the company's successful portfolio and
balance sheet restructuring efforts, and the recent closing of a
new bank facility, which has lengthened debt maturities and
modestly improved liquidity. The combination of these two
accomplishments has effectively enabled the reinstatement of the
payment of preferred dividends and catch-up on all preferred
dividends in arrears," said Standard & Poor's credit analyst
George Skoufis.

The company has worked through several tenant bankruptcies and
lease/mortgage negotiations while successfully meeting its
maturing debt obligations. Further, Omega's operating cash flow
continues to improve to the point that the common dividend may be
reinstated later this year. Further ratings improvement will be
driven by sustained improvement in facility-level performance by
replacement operators, which would strengthen the stability of
Omega's rental stream and recently improved debt protection
measures.


OWENS CORNING: Files 3rd Amended Plan and Disclosure Statement
--------------------------------------------------------------
Owens Corning presents Judge Fitzgerald its Third Amended Plan
of Reorganization and Disclosure Statement dated August 8, 2003.

The material modifications to the Plan include:

A. Classification and Treatment of Claims

Class  Description          Treatment
-----  -------------------  --------------------------
  4    Bank Holder Claims   Each holder will receive Pro Rata
                            Share of the portion of the Combined
                            Distribution Package equal to the
                            Class 4 Initial Distribution
                            Percentage:

                            -- cash equal to the Class 4 Final
                               Distribution Percentage of Excess
                               Available Cash;

                            -- excess Senior Notes equal to the
                               Class 4 Final Distribution
                               Percentage of the Excess Senior
                               Notes Amount;

                            -- shares of New OCD Common Stock
                               equal to the Class 4 Final
                               Distribution Percentage of the
                               Excess New OCD Common Stock; and

                            -- cash equal to the Class 4 Final
                               Distribution Percentage of the
                               Excess Litigation Trust
                               Recoveries.

  5    Bondholder Claims    Each holder will receive Pro Rata
                            Share of the portion of the Combined
                            Distribution Package equal to the
                            Class 5 Initial Distribution
                            Percentage:

                            -- Cash equal to the Class 5 Final
                               Distribution Percentage of Excess
                               Available Cash;

                            -- Excess Senior Notes equal to the
                               Class 5 Final Distribution
                               Percentage of the Excess Senior
                               Notes Amount;

                            -- shares of New OCD Common Stock
                               equal to the Class 5 Final
                               Distribution Percentage of the
                               Excess New OCD Common Stock; and

                            -- Cash equal to the Class 5 Final
                               Distribution Percentage of the
                               Excess Litigation Trust
                               Recoveries.

  6    General Unsecured    Each holder will receive Pro Rata
       Claims               Share of the portion of the Combined
                            Distribution Package equal to the
                            Class 4 Initial Distribution
                            Percentage:

                            -- cash equal to the Class 6 Final
                               Distribution Percentage of Excess
                               Available Cash;

                            -- excess Senior Notes equal to the
                               Class 6 Final Distribution
                               Percentage of the Excess Senior
                               Notes Amount;

                            -- shares of New OCD Common Stock
                               equal to the Class 6 Final
                               Distribution Percentage of the
                               Excess New OCD Common Stock; and

                            -- cash equal to the Class 6 Final
                               Distribution Percentage of the
                               Excess Litigation Trust
                               Recoveries.

11    Subordinated Claims  On the Effective Date, all
                            Subordinate Claims will be deemed
                            cancelled and extinguished.  Holders
                            will not receive any distribution on
                            account of the Claims.

12    OCD Interests        On the Effective Date, all OCD
                            Interests will be deemed cancelled
                            and extinguished.  Holders will not
                            receive any distribution on account
                            of the OCD Interests.

B. Estimated Recoveries of Asbestos Claims

   The chart details five scenarios assuming varying asbestos
   claim amounts, ranging from the Company's current asbestos
   reserve of $5,800,000,000 to $24,000,000,000.

              ESTIMATED AGGREGATE CLAIM AMOUNT (In Millions)
              ----------------------------------------------
   CLASS           A        B        C        D        E
   -----        -------  -------  -------  -------  -------
     7           3,564    6,688   10,700   13,375   16,050
     8           2,310    3,312    5,300    6,625    7,950
                -------  -------  -------  -------  -------
   TOTAL        $5,874  $10,000  $16,000  $20,000  $24,000

   The estimated recovery of each of the Classes for each of
   the various asbestos claim assumptions, is:


                              ESTIMATED RECOVERY
                    -------------------------------------
   CLASS    CLAIM     A       B       C       D       E
   -----   ------   -----   -----   -----   -----   -----
     4     $1,472   51.0%   34.6%   24.4%   20.5%   17.6%
     5     $1,389   51.0%   34.6%   24.4%   20.5%   17.6%
     6       $323   51.0%   34.6%   24.4%   20.5%   17.6%
     7   See Above  53.0%   36.2%   25.6%   21.5%   18.5%
     8   See Above  66.6%   46.5%   29.0%   23.2%   19.4%
     9         $2  100.0%  100.0%  100.0%  100.0%  100.0%
    10         $0    0.0%    0.0%    0.0%    0.0%    0.0%
    11        N/A    0.0%    0.0%    0.0%    0.0%    0.0%
    12        N/A    0.0%    0.0%    0.0%    0.0%    0.0%

   The treatment of each of the Classes is summarized in this
   table:

                                      ESTIMATED
                                       ALLOWED    ESTIMATED
                                       CLAIMS     RECOVERY
   CLASS   DESCRIPTION   TREATMENT    (millions)
   -----   -----------   ---------    ----------  ---------
           DIP Facility    N/A                $0      100%

           Administrative  N/A                46      100%

           Priority Tax    N/A        Up to $135      100%

     1     Other Priority  Unimpaired          0      100%

     2A    Other Secured   Unimpaired          5      100%
           Tax

     2B    Other Secured   Unimpaired          6      100%
           Claims

     3     Convenience     Impaired           18      100%

     4     Bank Holders    Impaired  1,472-1,577    2nd table

     5     Bondholders     Impaired        1,389    2nd table

     6     General         Impaired      323-687    2nd table
           Unsecured

     7     OC Asbestos     Impaired    1st table    2nd table
           Personal Injury

     8     FB Asbestos     Impaired    1st table    2nd table
           Personal Injury

     9     FB Asbestos     Impaired          2-7      100%
           Property Injury

    10     Intercompany    Impaired          N/A        0%

    11     Subordinated    Impaired          N/A        0%

    12     OCD Interests   Impaired          N/A        0%

A free copy of the Third Amended Disclosure Statement is
available at:

http://bankrupt.com/misc/3rdOwensAmendedDisclosureStatement.pdf
(Owens Corning Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


OWENS-ILLINOIS: Will Close Hayward, Calif. Glass Container Plant
----------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) will not rebuild its glass
container manufacturing plant in Hayward, Calif.

The 394,000 square foot facility located on Hathaway Avenue has
been out of production since June of this year when it experienced
a major leak in its only glass furnace. The plant will officially
close on November 17, 2003.

Company officials met Tuesday with employees and labor union
officials at the plant, informing them of the decision.
Approximately 170 employees will be affected. Hourly employees at
the plant are represented by the Glass, Molders, Pottery, Plastics
& Allied Workers International Union and the United Steelworkers
of America Flint/Glass Industry Conference.

Robert Smith, vice president and general manager of the company's
glass container operations, said, "This has been a very difficult
decision. The people at the Hayward plant have worked hard and
have done a good job. However we've determined we can provide
continued good service to our customers and increase investor
value by consolidating operations."

Glass containers formerly manufactured at the Hayward plant will
be manufactured at the Oakland and Tracy, Calif., plants and in
other company facilities.

The company will work with the unions to help place employees in
positions at other Owens-Illinois facilities and with government
agencies to help employees obtain unemployment benefits and search
for new jobs.

After the closing of this facility, Owens-Illinois will have 24
glass container manufacturing plants in North America, 18 of which
are in the U.S.

The Hayward facility opened in 1949 and was acquired by Owens-
Brockway, a subsidiary of Owens-Illinois, in 1997.  The plant
produced glass containers primarily for the wine industry.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe.  O-I also is a worldwide manufacturer of
plastics packaging with operations in North America, South
America, Europe, Australia and New Zealand. Plastics packaging
products manufactured by O-I include consumer products (blow
molded containers, injection molded closures and dispensing
systems) and prescription containers.

For more information on Owens-Illinois, visit its Web site at
http://www.o-i.comor at http://www.prnewswire.com

As reported in Troubled Company Reporter's April 25, 2003 edition,
Fitch Ratings assigned a 'BB' rating to Owens-Illinois' (NYSE:
OI) $450 million senior secured notes and a 'B+' rating to its
$350 million senior notes offered in a private placement. The
senior secured notes are due 2011 and the senior notes are due
2013. The Rating Outlook remains Negative.


P-COM INC: Taps Aidman Piser to Replace PricewaterhouseCoopers
--------------------------------------------------------------
On August 7, 2003, PricewaterhouseCoopers, LLC, were dismissed as
the independent accountants of P-Com, Inc., a Delaware
corporation.  On August 7, 2003, the Audit Committee of the
Company's Board of Directors approved Aidman Piser & Company as
the Company's new independent auditors.

The reports of PricewaterhouseCoopers on the financial statements
of the Company for the past two fiscal years contained an
explanatory paragraph indicating that there was a substantial
doubt about the Company's ability to continue as a going concern.

P-Com, Inc. (Nasdaq:PCOM) develops, manufactures, and markets
complete lines of Point-to-Multipoint, Point-to-Point and Spread
Spectrum wireless access systems. Through its wholly owned
subsidiary, P-Com Network Services, the company provides related
installation, engineering and system maintenance services for the
worldwide telecommunications market.


PETROLEUM GEO-SERVICES: 2nd Quarter Net Loss Doubles to $62 Mil.
----------------------------------------------------------------
Petroleum Geo-Services ASA (a Debtor-in-possession) (OSE:PGS)
(Pink Sheets:PGOGY) announced its 2nd quarter 2003 results.

                             (In millions of dollars)
                      Q2 2003     Q2 2002    Q1+Q2      Q1+Q2
                                             2003       2002
                      -------     -------    -----      -----
Revenues               $295.4     $248.0     $593.1     $475.3
Operating profit
(loss)                  (0.5)      55.3      36.5       118.9
Net income (loss)       (61.8)     (30.6)    (91.5)     (208.9)
EBITDA, as defined (A)  120.3      111.9     263.9       228.1
CAPEX (B)               (16.4)     (13.4)    (26.6)      (40.2)
Investments in          (23.2)     (47.6)    (68.6)     (120.1)
      multi-client (C)
Cash flow defined as    $80.8      $50.9     $168.6      $67.9
      (A+B+C)

Financial Highlights:

- An agreement in principle on the terms for a proposed financial
  restructuring achieved with a majority of the Company's banks
  and bondholders and its largest shareholders

- Proposed restructuring involves a rightsizing of the Company's
  debt to a sustainable level - from approximately $2.5 billion to
  approximately $1.2 billion.

- U.S. Chapter 11 restructuring implementation process, commenced
  on July 29, allow PGS operating subsidiaries to continue full
  operations

Q2 Operations:

- 48% increase in contract seismic revenues compared to Q2, 2002

- 51% reduction in multi-client investments compared to Q2, 2002

- Multi-client late sales affected by Brunei $18.1 million
  reversal in Q2, 2003 due to boarder dispute between Brunei and
  Malaysia

- Continued strong combined revenues from Pertra AS and Petrojarl
  Varg

- Unusual items include $12.9 million Isle of Man tax contingency
  accrual and $10.3 million in severance cost

The full report including tables can be downloaded from the
following link: http://reports.huginonline.com/914395/121883.pdf


PETROLEUM GEO: Court OKs Arntzen de Besche as Norwegian Counsel
---------------------------------------------------------------
Petroleum Geo-Services ASA sought and obtained approval from the
U.S. Bankruptcy Court for the Southern District of New York to
retain and employ Arntzen de Besche Advokatfirma as special
Norwegian insolvency, corporate, tax and employment law counsel to
perform the legal services.

AdB has served as the Debtor's insolvency, corporate, tax and
employment law counsel on matters of Norwegian law during the
months leading up to the Petition Date. The Debtor continues to
employ AdB to provide such necessary legal services and on those
matters that AdB has been performing for the Debtor.

AdB advises the Debtor on Norwegian insolvency legal issues,
including challenges related to cross border insolvencies and the
interplay between Norwegian insolvency laws and US chapter 11
proceedings. AdB also advises the Debtor with respect to other
corporate, commercial, tax, and employment law questions under
Norwegian law arising from the Debtor's financial status.

Specifically, the Debtor will employ Mr. Stale Gjengset, as
General Counsel.  Mr. Gjengset's salary is NOK210,000
(approximately US $26,850) per month.  Mr. Gjengset will devote
90% of his time assisting the Debtor and 10% of his time assisting
other AdB clients.

In his capacity as General Counsel, Mr. Gjengset assists the
Debtor with:

     i) advice on Norwegian law issues related to the
        reorganization process;

    ii) management of the reorganization process;

   iii) coordinating with the Debtor with respect to
        international civil law issues arising from the various
        jurisdictions whereby the Debtor conducts its business
        and/or the jurisdictions where the Debtor is otherwise
        obliged to comply with applicable law;

    iv) coordinating with legal and financial advisors;

     v) negotiating with various creditors, lessors and other
        contract parties;

    vi) drafting and advising the Debtor on various documents
        related to the Debtor's reorganization;

   vii) meeting with the Board of Directors to keep them
        informed at all stages of the reorganization process;

  viii) advising the Debtor on Norwegian law issues related to
        the day to day business of the PGS Group;

    ix) producing various general corporate documents;

     x) managing the divestment of PGS Production Group and
        Atlantis Holding, former non-debtor subsidiaries; and

    xi) handling various legal disputes, claims and law suits.

Petroleum Geo-Services ASA, headquartered in Lysaker, Norway is a
technology-based service provider that assists oil and gas
companies throughout the world.  The Company filed for chapter 11
protection on July 29, 2003 (Bankr. S.D.N.Y. Case No. 03-14786).
Matthew Allen Feldman, Esq., at Willkie Farr & Gallagher
represents the Debtor in its restructuring efforts.  As of May 31,
2003, the Debtor listed total assets of $3,686,621,000 and total
debts of $2,444,341,000.


PG&E CORP: Reports Slight Results Improvement for Second Quarter
----------------------------------------------------------------
PG&E Corporation (NYSE: PCG) earned $227 million in consolidated
net income for the second quarter of 2003, compared with
consolidated net income of $218 million for the second quarter of
2002.

Second-quarter 2003 consolidated earnings from operations for PG&E
Corporation and its California utility business, Pacific Gas and
Electric Company, were $127 million, compared with $207 million
for the second quarter last year.

"PG&E Corporation delivered earnings from operations in line with
the company's expectations for the second quarter," said Robert D.
Glynn, Jr., PG&E Corporation Chairman of the Board, CEO and
President. "The Corporation's objectives for the remainder of 2003
are to continue operating the Pacific Gas and Electric business
well, to deliver earnings from operations in line with our
reaffirmed 2003 guidance, and to keep the proposed settlement
agreement on schedule. PG&E Corporation is on track and on
schedule to achieve these objectives."

PG&E Corporation's consolidated earnings from operations do not
include results from NEG. Also excluded from earnings from
operations are headroom at Pacific Gas and Electric Company, as
well as certain non-operating income and expenses that are listed
as "Items Impacting Comparability" on the attached supplemental
financial table.

Income from headroom (the difference between generation-related
costs and generation-related revenues) was a positive $321
million, fr the quarter compared with $366 million in the second
quarter of 2002. Total headroom for the first two quarters of 2003
was a positive $140 million in line with the company's
expectations.

Items impacting comparability at the Corporation and Pacific Gas
and Electric Company included incremental interest costs of $73
million; Chapter 11 costs and costs related to the California
energy crisis of $31 million, generally consisting of external
legal and financial advisory fees; and charges of $14 million,
associated with prior year impacts of a revised decision related
to the utility's 1999 General Rate Case.

The Corporation's quarterly report on Form 10-Q will disclose the
earnings impact of accounting for stock options if the company
were to record them as an expense. For the second quarter of 2003,
accounting for stock options as an expense would have reduced
earnings by $0.01 per share.

                 PACIFIC GAS AND ELECTRIC COMPANY

Pacific Gas and Electric Company contributed $130 million to
earnings from operations for the quarter, compared with $201
million for the same quarter last year.

As expected, the difference between second quarter 2003 and second
quarter 2002 operating earnings per share at Pacific Gas and
Electric Company reflected the following: the absence of a 2003
General Rate Case revenue increase to offset additional expenses
associated with rate base growth, inflation, benefits and other
costs; lower gas transmission revenues, as increased hydroelectric
production reduced the demand for some gas-fired generation; and
an increase in the average number of common shares outstanding. A
final 2003 GRC decision is expected early next year. Revenues from
the GRC will be retroactive for 2003.

Operational performance in Pacific Gas and Electric Company's
businesses remained solid. The utility continued to receive high
marks from customers responding to service surveys, with nine out
of 10 respondents rating the quality of the service they received
as good, very good or excellent.

During the quarter, Pacific Gas and Electric Company was also
among the joint recipients of the 2003 ENERGY STAR(R) award for
Regional, State and Community Leadership in Energy Efficiency, and
the 2003 ENERGY STAR(R) Partner of the Year for New Homes award.
The awards were given by the U.S. Environmental Protection Agency
and the U.S. Department of Energy in recognition of the utility's
strong contributions to California's efforts to reduce energy use.

                    PG&E NATIONAL ENERGY GROUP

PG&E Corporation's national wholesale energy business, PG&E
National Energy Group, recorded a total net loss of $103 million,
or $0.25 per share, after intercompany eliminations, for the
second quarter of this year, compared with net loss of $241
million, or $0.65 per share, for the same quarter last year.

As previously reported, NEG has been reviewing its second quarter
presentation methods for netting certain trading and hedging
revenues and expenses. NEG has adopted a net presentation approach
for such transactions and has reflected this change in its second
quarter results. For prior periods, the NEG continues to review
this matter, which generally arises as the result of changes made
in 2002 to the presentation of trading and hedging revenues and
expenses to reflect the netting of certain trading activities and
the reclassification of discontinued operations. Any changes that
may result from this continued review are not expected to affect
the Corporation's operating income, net income, balance sheets or
cash flow statements.

NEG and certain of its subsidiaries have filed for Chapter 11
protection in federal bankruptcy court. NEG filed a proposed plan
of reorganization with the court that, if implemented, would
eliminate PG&E Corporation's equity interest in NEG.

For the period after July 8, 2003 -- the date of NEG's Chapter 11
filing -- PG&E Corporation will no longer report NEG results on a
consolidated basis and will use the cost method of accounting for
its investment in NEG, in accordance with accounting rules.

                 PROPOSED SETTLEMENT AGREEMENT

On June 19, 2003, Pacific Gas and Electric Company and PG&E
Corporation announced a proposed settlement agreement with the
staff of the California Public Utilities Commission to resolve
Pacific Gas and Electric Company's Chapter 11 case. The proposed
settlement agreement was developed through a judicially supervised
settlement conference with the CPUC staff and would resolve the
differences between the competing plans of reorganization put
forth by the company and the CPUC. The proposed settlement
agreement calls for a new plan of reorganization under which
Pacific Gas and Electric Company would aim to pay creditors and
emerge from Chapter 11 by the end of the first quarter of 2004.

The new plan of reorganization, based on the terms of the proposed
settlement agreement, has the support of the Official Committee of
Unsecured Creditors. On August 15, 2003, the plan and disclosure
statement were sent to creditors entitled to vote on the new plan.
A proceeding is also under way at the CPUC to consider the
proposed settlement agreement and allow for public comment. It is
currently expected that the CPUC will vote on the proposed
settlement agreement on December 18, 2003.

"PG&E Corporation believes the proposed settlement agreement and
new plan provide the quickest way to resolve Pacific Gas and
Electric Company's Chapter 11 case in a manner that is fair to our
customers and our company," said Glynn. "The agreement's approval
and implementation of the new plan will allow Pacific Gas and
Electric Company to emerge from Chapter 11 as an investment grade
utility, pay in full or otherwise fully satisfy all valid creditor
claims, and do so while providing for a reduction in customers'
rates."

       GUIDANCE FOR 2003 AND 2004 EARNINGS FROM OPERATIONS

Reaffirming its previously issued earnings guidance, the
Corporation expects 2003 earnings from operations for PG&E
Corporation and Pacific Gas and Electric Company will be in the
range of $1.90-$2.00 per share, not including headroom. For 2004,
earnings from operations is expected to be in the range of $2.00-
$2.10 per share.

Guidance estimates reflect forecasted consolidated results for
PG&E Corporation and Pacific Gas and Electric Company; guidance
does not include NEG. Among the assumptions on which current
guidance is based is the expectation that Pacific Gas and Electric
Company receives a timely decision on its 2003 General Rate Case,
and that the GRC decision is sufficient to allow the utility to
recover increased costs due to inflation, customer growth and
ratebase growth.

PG&E Corporation bases guidance on "earnings from operations" in
order to provide a measure that allows investors to compare the
underlying financial performance of the business from one period
to another, exclusive of items that management believes do not
reflect the normal course of operations. Earnings from operations
are not a substitute or alternative for total net income presented
in accordance with generally accepted accounting principles.

The estimated range for 2003 earnings on a GAAP or "reported"
basis for PG&E Corporation and Pacific Gas and Electric Company is
$1.26-$2.18 per share. For 2004, the estimated ranges for reported
earnings for PG&E Corporation and Pacific Gas and Electric Company
is $1.78-$1.93 per share. The attachment to this news release
reconciles estimated earnings from operations with estimated total
net income.


PG&E NATIONAL: USGen Hires Winston & Strawn as Special Counsel
--------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, USGen sought
and obtained the Court's authority to employ Winston & Strawn as
its special regulatory counsel.

USGen selected Winston & Strawn as special regulatory counsel
because of the firm's expertise in Federal Energy Regulatory
Commission matters and its prepetition representation of USGen.
USGen relates that these Winston & Strawn members and associates
are in good standing of the Bars of Washington D.C., Maryland and
Virginia:

   -- Donald Dankner;
   -- William Madden;
   -- Leonard Belter;
   -- John Wittaker;
   -- Raymond Wuslich;
   -- Jeanne Dennis;
   -- John Dempsey; and
   -- Margaret Claybour.

Leslie J. Polt, Esq., at Blank Rome, LLP, in Baltimore, Maryland,
informs the Court that W&S will be paid on an hourly basis and
reimbursed for its actual and necessary expenses.  The firm's
current standard hourly rates are:

               Partners                $280 - 670
               Associates               110 - 380
               Legal assistants          55 - 210

"Were the Debtor required to retain attorneys other than [Winston
& Strawn] in connection with the prosecution of these particular
matters, the Debtor, its estate and all parties-in-interest would
be unduly prejudiced by the time and expense necessarily
attendant to such attorneys' familiarization with the intricacies
and history of such matters," Ms. Polt says.

Donald Dankner, a member of Winston & Strawn, discloses that
within the past 90 days, the firm received $104,832 as payment
for certain services rendered.  Winston & Strawn also holds a
$50,000 retainer from USGen.  Prior to the Petition Date, this
retainer was treated as an apply-as-you-go retainer.  But after
the Petition Date, this retainer will not be applied to
outstanding fees and expenses until the Court approves the fees
and expenses.

Mr. Dankner attests that Winston & Strawn does not hold or
represent an interest adverse to the estate and is a
disinterested person as that term is defined under Section
101(14) of the Bankruptcy Code. (PG&E National Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PILLOWTEX: Gets Go-Signal to Honor Workers' Compensation Claims
---------------------------------------------------------------
For the policy periods of September 1, 2001 to August 31, 2002
and September 1, 2002 to August 31, 2003, Pillowtex Corporation,
and its debtor-affiliates maintain a loss sensitive deductible
plan workers' compensation and employers' liability insurance
program with the United States Fire Insurance Company.  The
Deductible Program provides coverage for all of the Debtors'
employees in 24 states.  Under the Deductible Program, insurance
coverage is provided for losses up to the applicable statutory
workers' compensation obligations and up to $1,000,000 per claim
for employers' liability, with the Debtors paying a $250,000 per
occurrence retention payment.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, informs Judge Walsh that the
Debtors pay approximately $115,000 per month in deductibles to
cover indemnity costs, medical and other expenses under the
Deductible Program.  As of the Petition Date, the Debtors
estimate that approximately $4,300,000 in such deductible
payments may have accrued but not yet been paid.  The Debtors'
deductible payment obligations under the Deductible Program are
currently backed by a $5,625,000 "evergreen" letter of credit the
Debtors' senior lenders issued for the benefit of USFIC.

According to Mr. Sudell, the claims under the Deductible Program
are handled and processed for the Debtors by Crawford and
Company, a third party claims-adjusting company, which invoices
the Debtors on a monthly basis.  The Debtors pay Crawford $30,000
per month in respect to the services.  After reviewing their
books and records, the Debtors do not believe that there are any
amounts currently owing to Crawford that accrued prepetition.
However, in the event any such amounts have accrued prepetition
and remain unpaid, the Debtors seek the Court's authority to
honor such payment obligations to ensure that there is no
disruption in the administration of the Debtors' workers'
compensation arrangements.

Mr. Sudell relates that the Debtors have approximately 1,200
continuing employees that require them to maintain coverage for
workers' compensation claims.  With the shutdown of their
operations, the Debtors believe that they can obtain significant
cost savings by transitioning their existing Deductible Program
to a bundled, fully insured product program coverage to their
continuing employees.  Mr. Sudell estimates that it will take two
months to implement the transition.  The aggregate cost for
maintaining the Deductible Program pending such transition will
be $145,000 per month.

In addition to the coverage provided by the Deductible Program,
the Debtors are also entitled to benefits under these Pre-1997
Policies:

    (i) a loss portfolio transfer that was entered into by one or
        more of the Debtors and American International Group, Inc.
        or one of its affiliates; and

   (ii) several additional insurance polices covering claims in
        excess of the coverage provided by the LPT.

Mr. Sudell notes that the Pre-1997 Policies that are entirely
prepaid and require no future deductible or similar payments by
the Debtors, provide significant benefits to the employees in
respect of non-occupational disease claims arising prior to
December 1997.

Under the Pre-1997 Policies, the Debtors advance $14,700 per
month to covered employees for such claims.  Various plan
administrators, including AIG, then indemnify and reimburse the
Debtors 100% of such claims after they are actually paid by the
Debtors.

Except for the time value of money between the date on which the
Debtors make payments and the date on which they are reimbursed
by the relevant plan administrators, the Pre-1997 Policies do not
impose any costs on the Debtors.  In addition, Mr. Sudell says,
the Pre-1997 Policies are not transferable, so if the Debtors do
not advance the money, AIG and the other plan administrators may
not be obligated to make any reimbursements, even though the
policies are fully paid.

Mr. Sudell asserts that it is critical that the Debtors be
permitted to continue their workers' compensation programs and to
pay the prepetition deductibles, pending a transition to an
Insured Product Program.  Otherwise, the Debtors would likely
become subject to harsh and draconian remedies under applicable
law for failure to comply with relevant state's workers'
compensation regime.  Moreover, Mr. Sudell provides, continuing
the fund advances under the Pre-1997 Policies shows the Debtors'
goodwill to their continuing work force.

Accordingly, the Debtors sought and obtained the Court's
authority, pursuant to Sections 105(a), 507(a)(3) and 363(b) of
the Bankruptcy Code, to:

    (a) process and pay prepetition claims arising under the
        Deductible Program;

    (b) continue advancing funds under the Pre-1997 Policies; and

    (c) implement transition of their existing Deductible Program
        to an Insured Product Program, provided that the aggregate
        costs of the Insured Product Program will not exceed the
        costs of the existing Deductible Program.

In addition, the Court modified the automatic stay, to the extent
required, to permit various state workers' compensation agencies
to draw down any remaining funds in various surety bonds the
Debtors posted prior to the Petition Date.  All applicable banks
and other financial institutions are authorized and directed to
receive, process, honor and pay any and all checks drawn on the
Debtors' accounts to pay Prepetition Claims or Prepetition
Administrative Fees, whether the checks were presented prior to
or after the Petition Date, provided that sufficient funds are
available in the applicable accounts to make the payments.
(Pillowtex Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PROTERGA INC: Section 341(a) Meeting to Convene on September 23
---------------------------------------------------------------
The United States Trustee will convene a meeting of Protarga,
Inc.'s creditors on September 23, 2003, 10:00 p.m., at J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, 844 King Street,
Suite 2313, Lockbox 35, Wilmington, Delaware 19801. This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Protarga, Inc., headquartered King of Prussia, Pennsylvania, is a
clinical stage pharmaceutical company that is developing
Targaceutical(R) drugs for new medical therapies.  The Company
filed for chapter 11 protection on August 14, 2003 (Bankr. Del.
Case No. 03-12564).  Raymond Howard Lemisch, Esq., at Adelman
Lavine Gold and Levin, PC represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated assets of over $1 million and
estimated debts of over $10 million.


RAMTRON: Negotiates EBITDA Covenant Waivers Under Debt Agreement
----------------------------------------------------------------
U.S. semiconductor maker Ramtron International Corporation
(Nasdaq:RMTR), has completed negotiations with its debenture
holders for an EBITDA covenant waiver that includes provisions for
periodic principal payments, an extension of the exercise period
of the warrants associated with the debentures, and a lower
warrant strike price. In return, the debenture holders have waived
all EBITDA covenant requirements for the remainder of the year.

Under the terms of the waivers, filed with the company's Form 10-Q
today, Ramtron has agreed to make principal payments to the
debenture holders averaging $650,000 per quarter over the next six
quarters. In addition, the company will lower the exercise price
of the 700,435 common stock warrants held by the debenture holders
from $4.28 to $3.04 per common stock warrant and extend the
exercise period one year. The conversion price of the debentures
remains at the original conversion price of $3.76.

As of June 30, 2003, the company was in compliance with all other
covenants of the debentures.

Ramtron is the world leader in ferroelectric random access memory
products -- new high-performance nonvolatile memories that merge
the benefits of many mainstream memory technologies into a single
device. For more information on the Company, visit
http://www.ramtron.com


RCN CORP: Reports Results of Tender Offer for Senior Notes
----------------------------------------------------------
RCN Corporation's (Nasdaq: RCNC) cash tender offer to purchase its
outstanding Senior Notes without distinguishing between the
issues, closed at 5:00 p.m., New York City time, on August 18,
2003. As of that time, the principal amount of Notes tendered was
approximately $75.2 million.  The company paid the aggregate
purchase price including accrued interest through August 19, 2003,
approximately $28.4 million, to the depositary for those Notes
accepted for payment yesterday.

Merrill Lynch & Co., Morgan Stanley and Greenhill & Co., LLC are
the dealer managers, HSBC Bank USA is the depositary and D.F. King
& Co, Inc. is the Information Agent in connection with the tender
offer.

RCN Corporation (Nasdaq: RCNC) -- whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $2.4
billion -- is the nation's first and largest facilities-based
competitive provider of bundled phone, cable and high-speed
Internet services delivered over its own fiber-optic local network
to consumers in the most densely populated markets in the U.S.
RCN has more than one million customer connections and provides
service in the Boston, New York, Philadelphia/Lehigh Valley,
Chicago, San Francisco, Los Angeles and Washington, D.C.
metropolitan markets.


RUSHMORE FINANCIAL: Recurring Losses Raise Going Concern Doubt
--------------------------------------------------------------
Rushmore Financial Group Inc.'s financial statements have been
prepared assuming that the Company will continue as a going
concern.  At June 30, 2003, the Company had $3,552,588 in
liabilities, and cash and accounts receivable of $20,076.  Also,
the Company incurred net losses from continuing operations of
$2,203,896 in 2001, $3,131,636 in 2002, and $1,130,059 in the
first six months of 2003. Although the Company believes that it
will be able to continue to raise the necessary funds until it
reaches a sustainable level of profitability, these matters raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company has taken several steps to increase cash through the
use of borrowings and equity.  Year to date, the Company raised
$318,000 through a 12% Senior Secured Convertible Bond offering
and other short term borrowings.  These bonds bear  interest at
12% per annum, principal and interest are due on or before
December 31, 2007 and are convertible into shares of common stock
at a rate of 50% of the market price of the stock at the time of
conversion, but not less than $0.15 per share.  The Company may
force conversion if the stock trades above $2.00 per share for 10
consecutive trading days. The bonds are secured by the RushTrade
software, trade names, websites, customer accounts and other
assets. The Company will attempt to raise additional capital
through the ongoing sales of the bonds.

The Company has undergone an extensive internal reorganization and
reduction of staff related to its repositioning and new business
level of activity and has implemented additional steps to more
closely monitor expenses. Additional  marketing efforts are being
implemented to increase revenues since the release of the
RushTrade software products.  Pending the release of the RushTrade
Back Office Tool, the Company will pursue licensing agreements
with other broker/dealers and institutions which is expected to
produce a new revenue stream which will further increase revenue.

RushTrade's marketing and sales efforts are currently underway to
acquire new active trader/customer accounts that will  generate
transaction-based revenue.  RushTrade believes that it has the low
cost operational infrastructure and a relatively low threshold to
reach profitability in the near future.  Since December 2002 new
sales representatives have been hired to generate additional sales
leads. Additionally, the Company is using Internet advertising to
provide leads for the sales representatives.  The Company believes
that it has embarked on a successful marketing strategy to
generate  the necessary active trader/customer accounts to capture
customer assets with the trade volumes and related revenues
necessary to reach a sustainable level of profitability.  There
can be no assurances that the steps taken by the Company  will
result in the Company being able to settle its liabilities as they
become due or that the Company will be able to  generate revenues
or cash flows from financings sufficient to support its operations
in the short term.


SANMINA-SCI: Fitch Assigns Speculative Grade Preliminary Ratings
----------------------------------------------------------------
Fitch Ratings has initiated coverage of Sanmina-SCI Corp. The
company's first-lien senior secured bank facility is rated 'BB+',
the second-lien senior secured notes are rated 'BB', and senior
subordinated notes are rated 'B+'. The Rating Outlook is Stable.
Approximately $2.1 billion of debt is outstanding.

The ratings reflect customer and industry concentration, pricing
pressures including for printed circuit board fabrication, lower
but improved capacity utilization levels, and execution risk
relating to the company's various restructuring programs. Also
considered are the company's leading position in the Electronics
Manufacturing Services industry, consistent operating cash flow
and free cash flow, improved capital structure and working capital
metrics, and unique operating model and strong long-term
management team. The Stable Rating Outlook reflects the company's
consistent revenue base, stabilizing but still challenging demand
environment for its end markets, and cost cutting initiatives,
especially for the PCB segment, which continues to experience
operating losses but is generating cash. Even though Fitch expects
third quarter weakness for the European market as well continued
pressure on telecommunications capital spending, Sanmina has
flexibility within the current ratings for moderate operational
and industry shortfalls.

Similar to most Tier 1 EMS companies, Sanmina has significant
exposure to the communications and computing markets, with
International Business Machines Corp. and Hewlett-Packard Company
contributing more than 15% and the top ten customers representing
approximately 70% of total revenues as of the third quarter ending
June 28, 2003. Additionally, industry concentration exists with a
dependence on information technology as only 17% currently comes
from growing end- markets like medical, defense, aerospace, and
automotive. However, revenues for the past six quarters have been
stable in the $2.4-$2.6 billion range. Fitch expects Sanmina's
growth to be flat to slightly positive for the next few quarters
due to a moderate industry recovery for the second half of
calendar year 2003, even as telecommunications capital spending
pressures continue. The company's operating model has some
leverage for any volume increases which should further benefit
earnings but is still dependent on product mix.

As capacity utilization levels throughout the industry continue to
remain low, Sanmina has started to implement a Phase II
restructuring program that is expected to yield approximately $200
million per year in savings beginning in the first half of fiscal
year 2004. For the third quarter the company took $19 million of
restructuring charges and the majority of the $250 million Phase
II restructuring charges are anticipated to occur in the next two
quarters. The cash portion of these charges should be
approximately $140 million and will occur over the next several
quarters. The restructuring should improve Sanmina's capacity
utilization levels, cost competitiveness, and could offset a
difficult and fluctuating margin environment created by component
pricing pressures.

Fitch also recognizes Sanmina's leading position within its
markets as the company's global manufacturing footprint and
increasingly diverse mix of end markets and products provide it
with competitive advantages. Sanmina has consistently generated
operating cash flow and free cash flow, which has enabled it to
internally fund debt repayments and small acquisitions. However, a
significant amount of operating cash flow the last two years was
generated from working capital as inventory levels were reduced
significantly as revenues declined. In a moderately growing
environment, Fitch would expect the company to become a user of
cash for at least a couple of quarters. Sanmina continues to make
progress in working capital management as highlighted by the
reduction of its cash conversion cycle to a Fitch-estimated 40
days as of June 28, 2003, from 52 days one year ago. Additional
improvement is expected for this metric.

The company's liquidity is sufficient and consists of cash and
equivalents of approximately $1.6 billion (as of June 28, 2003)
and consistent quarterly free cash flow generation. Sanmina
currently does not have a revolving credit facility or accounts
receivables securitization program as the company's December 2002
refinancing replaced shorter-term bank credit and accounts
receivable facilities with longer-term and higher interest secured
debt. Total debt at June 28, 2003, was $2.4 billion but has since
been reduced to $2.1 billion after the company completed the
redemption of $264 million convertible subordinated notes due 2004
on August 8, 2003. Sanmina completed the redemption with cash,
reducing cash and equivalents to approximately $1.3 billion. The
remaining components of total debt consist of $275 million first
lien senior secured credit facility due 2007, $750 million second
lien senior secured notes due 2010, $633 million zero convertible
subordinated notes due 2020 but puttable in 2005, and $515 million
convertible subordinated debt due 2007. The company's remaining
obligations for fiscal 2003 are minimal, and scheduled maturities
for subsequent fiscal years are $10 million in 2004, $642 million
in 2005 (assuming the zero coupon put is exercised), $37 million
in 2006, $653 million in 2007, and $834 million thereafter, of
which approximately $750 million are the senior secured notes due
2010.

Even though profitability has held steady the last few quarters,
credit protection measures have deteriorated slightly for the
latest twelve months ended June 28, 2003 compared to fiscal year-
end 2002 mostly as a result of the increased debt and interest
associated with the refinancing in December 2002. Interest
coverage fell to 3.8x from 5.3x and leverage, as measured by total
debt-to-EBITDA, increased to 6.4 times from 6.2x for the same
period. While revenues increased to $10.2 billion as of June 28,
2003, from $8.8 billion for fiscal year 2002, EBITDA margin fell
to 3.7% from 4.1%, resulting in only a slight rebound in nominal
EBITDA to $383 million from a low of $361 million for fiscal year
2002. Fitch expects Sanmina's leverage will improve slightly going
forward as a result of the recently completed $264 million
convertible note redemption, which will also reduce gross annual
interest expense by approximately $11 million. Interest coverage,
however, should remain below 4x on a rolling basis due to the
higher interest expense associated with the secured debt.

These ratings are based on existing public information and are
provided as a service to investors.


SEAVIEW VIDEO: Cash Resources Insufficient to Continue Operation
----------------------------------------------------------------
Seaview Video Technology Inc.'s financial statements have been
prepared assuming that the Company will continue as a going
concern. However, the Company has incurred operating losses of
$1,275,903 and $3,177,486 during the six months ended June 30,
2003 and 2002, respectively. In addition, during those quarters,
the Company has used cash of $526,606 and $422,587 in its
operating activities and has a net working capital deficiency of
$2,449,863 at June 30, 2003. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

The Company has devoted significant efforts in the further
development and marketing of products in its Security Products
Segment, which, while now showing improved revenues cannot yet be
characterized as sufficient to fund operations for any period of
time.

The Company's ability to continue as a going concern is dependent
upon (i) raising additional capital to fund operations (ii) the
further development of the Security and DC Transportation Products
Segment products and (iii) ultimately the achievement of
profitable operations. During the six months ended June 30, 2003,
the Company raised $536,000, net, from financing activities.
Management is currently addressing several additional financing
sources to fund operations until profitability can be achieved.
However, there can be no assurance that additional financing can
be obtained on conditions considered by management to be
reasonable and appropriate, if at all.


SEDONA CORP: June 30 Net Capital Deficit Slides-Down to $1.6MM
--------------------------------------------------------------
SEDONA(R) Corporation (OTCBB:SDNA) -- http://www.sedonacorp.com--
the leading provider of web-based Customer Relationship Management
solutions for small and mid-sized financial services
organizations, today announced its unaudited second quarter
operating results.

Revenues for the quarter ended June 30, 2003 were $197,000 versus
$770,000 in the year ago quarter. Revenue for the first six months
of 2003 was $765,000, versus $1,493,000 a year ago. Net loss for
the second quarter was $1,250,000, compared with $1,108,000 a year
ago. For the first six months, net loss was $1,973,000 versus
$2,910,000 in the year ago period. Accounts payable and accrued
expenses were reduced to $955,000 as of June 30, 2003, compared to
$2,046,000 as of December 31, 2002. While the second quarter 2003
net loss increased slightly due, in part, to a large increase in
interest expense associated with recent financings, the six month
reportable losses were reduced, and operating expenses and losses
declined both in the quarter and first six months of 2003.
Operating losses for the first six months of 2003 were $1,175,000,
versus $2,722,000 in the comparable period a year ago, and total
operating expenses decreased to $1,501,000 from $3,326,000 for the
six months ended June 30, 2003 and 2002, respectively.

The Company's June 30, 2003 balance sheet shows a working capital
deficit of about $2.5 million, and a total shareholders' equity
deficit of about $1.6 million.

President and CEO Marco Emrich commented, "While we were
disappointed with second quarter revenue, we are working through
our indirect distribution model to build our revenue base. Our
partners' marketing efforts are still in the early phases and
additional time is needed to achieve consistent revenue growth."

Mr. Emrich concluded, "The second quarter results also reflect
significant investment associated with the development of new
technologies, which will enable us to successfully expand our CRM
solution offering into new vertical markets, domestically and
internationally."

SEDONA Chairman David R. Vey commented, "While the revenue in the
latest quarter was disappointing it has not diminished our
commitment or enthusiasm. During the last six months we have
focused on improving the Company's financial position through the
reduction of operating expenses, restructuring existing
obligations and focusing our resources towards the development of
new products and relationships. SEDONA will continue its efforts
to improve its financial condition and new product development
while retaining our commitment to our earlier conversion to the
indirect distribution model."

SEDONA(R) Corporation (OTCBB: SDNA) is the leading technology and
services provider that delivers Customer Relationship Management
(CRM) solutions specifically tailored for small and mid-sized
financial services businesses such as community banks, credit
unions, insurance companies, and brokerage firms. Utilizing
SEDONA's CRM solutions, financial services companies can
effectively identify, acquire, foster, and retain loyal,
profitable customers.

Leading financial services solution providers such as Fiserv,
Inc., Open Solutions Inc., COCC, Sanchez Computer Associates,
Inc., Financial Services, Inc., and AIG Technologies leverage
SEDONA's CRM technology to offer best-in-market CRM to their own
clients and prospects. SEDONA Corporation is an Advanced Level
Business Partner of IBM(R) Corporation.

For additional information, visit the SEDONA web site at
http://www.sedonacorp.com


SK GLOBAL AMERICA: Turning to KPMG LLC for Financial Advice
-----------------------------------------------------------
SK Global America Inc., and its debtor-affiliates cannot
reorganize its affairs or comply with the reporting requirements
of Chapter 11 without the assistance of outside accountants.
Hence, by this motion, the Debtor seek Judge Blackshear's
authority to employ KPMG LLC as accountants and financial
advisors, nunc pro tunc to July 21, 2003.

SK Global America's Chief Executive Officer, Seung Jae Kim,
asserts that KPMG is well qualified to provide the accounting and
financial advisory services needed by the Debtor in its Chapter
11 case.  KPMG LLP is a firm of independent public accountants.
The Debtor has selected KPMG LLP as its accountants and financial
advisors because of the firm's diverse experience and extensive
knowledge in the fields of accounting, taxation and bankruptcy.

Having participated in some of the largest bankruptcy proceedings
and out-of-court restructurings in the country, the Debtor
believes that KPMG is both well qualified and uniquely able to
provide services in a most efficient and timely manner.  In
addition, the Debtor needs assistance in collecting, analyzing
and presenting accounting, financial and other information in
relation to the Chapter 11 case.  KPMG's employment, therefore,
is essential and should be approved.

KPMG is expected to:

   a. monitor daily cash position and manage other elements of
      working capital to manage liquidity;

   b. assist in gathering and analyzing information necessary
      to assess the options available to the Debtor;

   c. assist in the preparation of the Debtor's financial
      projections and assumptions;

   d. advise and assist the Debtor in negotiations and
      meetings with equity holders, secured lenders, creditors
      and any official or informal creditor committees;

   e. advise the Debtor on negotiations with potential debtor-
      in-possession lenders;

   f. assist with identifying and analyzing potential cost-
      containment opportunities;

   g. assist with identifying and analyzing asset redeployment
      and liquidation opportunities;

   h. assist in the preparation and review of reports or
      filings as required by the Bankruptcy Court or the United
      States Trustee, including the preparation of the Debtor's
      Schedules of Assets and Liabilities, Statement of Financial
      Affairs and Monthly Operating Reports;

   i. perform other accounting services as may be necessary or
      desirable, including, if applicable, implementation of
      bankruptcy accounting procedures as required by the
      Bankruptcy Code and generally accepted accounting
      principles;

   j. advise and assist the Debtor in connection with tax
      planning issues, and other tax consulting, advice,
      research, planning or analysis as may be requested from
      time to time;

   k. evaluate potential employee retention and severance
      plans;

   l. analyze assumption and rejection issues regarding
      executory contracts and leases, including the preparation
      of damage calculations;

   m. prepare liquidation analyses; and

   n. provide other financial analysis as may be requested.

The Debtor intends to compensate KPMG the customary hourly rates
charged by the firm's personnel anticipated to be assigned to the
Debtor's case as:

          Partner                        $540 - 600
          Managing Director/Director      450 - 510
          Senior Manager/Manager          360 - 420
          Senior Staff/Consultants        270 - 330
          Associate                       180 - 240
          Paraprofessional                120

KPMG will also be reimbursed for necessary expenses incurred,
which includes travel, photocopying, delivery service, postage,
vendor charges and other out-of-pocket expenses incurred in
providing professional services.

The Debtor has informed KPMG, and KPMG is aware, that its
compensation for services rendered will be fixed by the Court
upon application and in accordance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules and the Local
Bankruptcy Rules for the Southern District of New York.  KPMG
will bill its time in increments of one-tenth of an hour.

In addition to the professional fees, out-of-pocket expenses like
support staff assistance, transportation, lodging, meals,
telephone and report production are billed at cost.  KPMG will
maintain detailed records of any actual and necessary costs and
expenses incurred in connection with the services to be
rendered to the Debtor.

Leon Szlezinger, a principal at KPMG LLP, relates that KPMG has
received an advance payment retainer equal to $100,000 from the
Debtor.  KPMG will hold the retainer and apply it against
postpetition fees and expenses, to the extent the Court allows.
KPMG is not a prepetition creditor of the Debtor's estate, and
has received no other payments from the Debtor in the 90 days
preceding the initiation of the bankruptcy case.

Mr. Szlezinger assures the Court that KPMG is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.  Furthermore, KPMG has no connection with, and holds no
interest adverse to, the Debtor, its estate, creditors, or any
other party-in-interest in the matters for which the firm is to
be employed. (SK Global Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SPIEGEL GROUP: Court Okays Miller Buckfire as Financial Advisor
---------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates sought and obtained
the Court's authority to employ Miller Buckfire Lewis Ying & Co.,
LLC as their financial advisor and investment banker, nunc pro
tunc to June 1, 2003.

The Debtors believe that the resources, capabilities and
experience of Miller Buckfire are crucial to their restructuring.
The Debtors tell the Court that an experienced financial advisor
and investment banker like Miller Buckfire fulfills a critical
service that complements the services provided by their other
professionals.  Miller Buckfire's primary services include
valuation and debt capacity analysis, capital structure design,
plan formulation and negotiation, as well as private equity and
debt placement.  In addition, Miller Buckfire has significant
experience in marketing and selling companies that are in
bankruptcy.  Broadly speaking, Miller Buckfire will concentrate
its efforts on formulating strategic alternatives and assisting
the Debtors in their efforts with regard to a restructuring,
financing and sale, or any combination of these tasks.

The Debtors note that Miller Buckfire is intimately familiar with
their businesses and financial affairs.  Before the Petition
Date, the Debtors engaged the firm to examine strategic
alternatives, including a potential restructuring and financing.
Since its engagement, Miller Buckfire has:

   (a) met with the Debtors' management team on numerous
       occasions and conducted due diligence to better understand
       the Debtors' business, operations, properties, financial
       condition and prospects;

   (b) spent considerable time developing and evaluating
       potential restructuring alternatives for the Debtors;

   (c) participated in numerous meetings and conference calls
       with the Debtors' Board of Directors regarding potential
       strategic alternatives;

   (d) met with the Debtors' other professionals to coordinate a
       potential restructuring and financing;

   (e) coordinated due diligence requests from the prepetition
       lenders' advisor;

   (f) arranged and coordinated follow-up meetings with the
       prepetition lenders' advisor; and

   (g) participated in negotiations on an out-of-court amendment
       to the Debtors' prepetition credit agreement.

Through these prepetition activities, Miller Buckfire's
professionals have worked closely with the Debtors' management,
financial staff and other professionals and have become well
acquainted with the Debtors' financial restructuring needs.
Accordingly, the firm has developed significant relevant
experience and expertise that will assist it in providing
effective and efficient services in these Chapter 11 cases.

Marc B. Hankin, Esq., at Shearman & Sterling, in New York,
relates that the Debtors paid Miller Buckfire $2,195,000 for fees
and expenses during the period from May 2002 through the Petition
Date.  As of the Petition Date, the Debtors paid all fees and
expenses due and owing to Miller Buckfire for its prepetition
services.

As exclusive financial advisor and investment banker to the
Debtors, Miller Buckfire will perform these services:

   (A) General Financial Advisory and Investment Banking Services

       -- Miller Buckfire will familiarize itself with the
          Debtors' business, operations, properties, financial
          condition and prospects; and

       -- Miller Buckfire will provide advice and assistance with
          respect to the business plan prepared by the Debtors'
          management.

   (B) Restructuring Services

       If the Debtors pursue a Restructuring, Miller Buckfire
       will:

       -- provide financial advice and assistance in developing
          and seeking approval of a plan of reorganization;

       -- provide financial advice and assistance in structuring
          any new securities to be issued under the Plan;

       -- assist the Debtors or participate in negotiations with
          creditors and other parties-in-interest with respect to
          the Plan; and

       -- participate in hearings before the Bankruptcy Court
          with respect to the matters upon which it has provided
          advice, including, coordinating with the Debtors'
          counsel.

   (C) Financing Services

       If the Debtors pursue a Financing, Miller Buckfire will:

       -- provide financial advice and assistance in structuring
          and effecting a Financing, identify potential Investors
          and contact these Investors;

       -- assist in developing and preparing a memorandum to be
          used in soliciting potential Investors;

       -- assist the Debtors and participate in negotiations with
          potential Investors; and

       -- participate in hearings before the Bankruptcy Court
          with respect to the matters upon which it has provided
          advice.

   (D) Sale Services

       If the Debtors pursue a Sale, Miller Buckfire will:

       -- provide financial advice and assistance to the Debtors
          in connection with a Sale, identify potential acquirers
          and contact these potential acquirers;

       -- assist in preparing a memorandum to be used in
          soliciting potential acquirers;

       -- assist the Debtors and participate in negotiations with
          potential acquirers; and

       -- participate in hearings before the Bankruptcy Court
          with respect to the matters upon which it has provided
          advice.

Miller Buckfire will be compensated according to these terms:

   (a) A $300,000 monthly fee for the first five months and
       $200,000 thereafter;

   (b) Upon consummation of a Restructuring, a $5,000,000
       Restructuring Transaction Fee;

   (c) Upon consummation of a Sale, a Sale Transaction Fee equal
       to:

       -- in the case of a Sale of all or substantially all of
          the Debtors' assets in one or more transactions, the
          greater of:

            (i) 1.5% of the Aggregate Consideration, subject to
                the aggregate fee cap of $8,000,000; and

           (ii) $5,000,000; or

       -- $5,000,000 in the case of a Sale of all or
          substantially all of the Debtors' assets to Dr.
          Michael Otto, his family or any entity affiliated to
          the Otto Family.  Dr. Otto and family beneficially own
          more than 50% of Spiegel Holdings common stock.  Dr.
          Otto is the Chairman of the Spiegel Board of Directors
          and is the Chief Executive Officer and Chairman of the
          Board of Directors of Otto GmbH; or

       -- in the case of a Sale of a portion of the Debtors'
          assets constituting a business unit, 1.5% of the
          Aggregate Consideration; and

   (d) If at any time during the Fee Period the Debtors
       consummate any Financing or receive and accepts written
       commitments for one or more Financings and the Financing
       is consummated, the Debtors will pay to Miller Buckfire:

       -- 0.5% of the gross proceeds of any indebtedness issued
          by the Debtors that is secured by a first lien;

       -- 3% of the gross proceeds of any indebtedness issued
          by the Debtors that is secured by a second or more
          junior lien, is unsecured or is subordinated;

       -- 5% of the gross proceeds of any equity or equity-linked
          securities or obligations issued by Spiegel; and

       -- with respect to any other securities or indebtedness
          issued, the underwriting discounts, placement fees or
          other compensation as will be customary under the
          circumstances and mutually agreed by both parties.

Both the Debtors and Miller Buckfire have agreed that all of the
Monthly Fees earned after June 1, 2003 will be credited against
any Restructuring Transaction Fee, Sale Transaction Fee or
Financing Fee, and that the aggregate fees payable to Miller
Buckfire will not exceed $8,000,000.  In addition, the Debtors
will reimburse Miller Buckfire on a monthly basis for travel
costs and other reasonable out-of-pocket expenses.  Pursuant to
an engagement letter, the Debtors agree to indemnify, hold
harmless and defend Miller Buckfire under certain circumstances.

Miller Buckfire's Chairman and Managing Director, Henry S.
Miller, attests that the firm is a disinterested person as
defined in Section 101(14) of the Bankruptcy Code and as required
by Section 327(a), and doesn't hold any interest adverse to the
Debtors' interests. (Spiegel Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


STRUCTURED ASSET: Fitch Cuts & Pulls Class B3 Rating from Watch
---------------------------------------------------------------
Fitch Ratings has affirmed 3 and downgraded 1 class of Structured
Asset Mortgage Investments, Inc. residential mortgage-backed
certificates, as follows:

Structured Asset Mortgage Investments, Inc., mortgage pass-through
certificates, series 1999-4

        -- Class A affirmed at 'AAA';

        -- Class B1 affirmed at 'AA';

        -- Class B2 affirmed at 'A';

        -- Class B3 downgraded to 'B' from 'BB' and removed from
           Rating Watch Negative.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels.

SAMI 1999-4 remittance information indicates that 13.73% of the
pool is over 90 days delinquent, and cumulative losses are
$2,631,331 or 1.07% of the initial pool. Class B3 currently has
1.64% of credit support remaining. Classes B4 and B5 have 0.0% of
credit support remaining.


SURGICARE INC: June 30 Working Capital Deficit Tops $9 Million
--------------------------------------------------------------
SurgiCare Inc. (AMX:SRG), a Houston-based ambulatory surgery
company, is announcing financial results for the second quarter
and first six months of 2003.

Revenues for the three months ending June 30, 2003 were $1.94
million, a decrease of 49% compared with year-ago quarterly
revenues of $3.78 million. The second quarter 2003 net loss was
$909,153 against a net loss of $1,557,196 for the year-earlier
quarter.

In the first six months of 2003, revenues were $4.22 million, a
decrease of 40% compared with revenues of $7.04 million in the
comparable 2002 period. The net loss was $1.59 million, compared
to a net loss of $1.13 million in the first six months of 2002.

The decrease in revenue is due to two primary factors. The first
is an increase in the contractual allowance against revenues
SurgiCare is taking compared to last year. The average contractual
allowance for the quarter was 70% compared to last year's average
contractual rate of 63%, which partially led to the provision for
doubtful accounts of $5.4 million in the second and third quarters
of last year. For the first six months of 2003, the average
contractual allowance was 68% compared to 59% in the comparable
2002 period.

In addition, there has been a drop in cases due to the transfer of
cases from Memorial Village to Physicians Endoscopy Center in
which SurgiCare sold its interest in May 2003, a temporary loss of
lithotripsy cases due to reimbursement and payment issues and some
transfer of cases to competitor facilities from physician partners
who have not received distributions. Second quarter 2003 revenue
per consolidated case of $1,120 is comparable to first quarter
2003 figure of $1,277. The drop is primarily due to the loss of
the high revenue lithotripsy cases. Surgical costs per case
decreased to $617 compared to $692 in the first quarter.

Case volume for the second quarter 2003 grew 23.9% over the year-
ago period to 4,082. Case volume was comparable to the first
quarter 2003 figure of 4,064. In the first six months of 2003,
case volume grew 34.8% over the year-ago period to 8,146. Please
note that case volumes quoted here include all SurgiCare centers
on a same store basis, regardless of SurgiCare's ownership
interest. This is a reporting change from prior to the fourth
quarter of 2002, which was only on a consolidated basis and not a
same store comparison.

To strengthen SurgiCare's capital position and provide funding
sources for future growth, the company has been investigating
relationships with long-term capital partners. New management has
had continuous discussions with various potential partners and
expects that very soon an agreement will be reached with a capital
partner to provide a combination of debt and equity.

Finally, SurgiCare continues to explore growth opportunities with
a variety of surgery centers, imaging centers, and practice
management companies. Some of these discussions have advanced to a
non-binding letter of intent with ongoing due diligence. These
potential acquisitions will be contingent upon securing the
capital resources necessary through a capital partner.

SurgiCare Inc.'s June 30, 2003 balance sheet shows that its total
current liabilities outweighed its total current assets by about
$9 million.

"Although the case volume is not up to our expectations, continued
support by the physician partners is indicative of their faith in
our current strategy to restructure and stabilize the company for
long term growth. The problems associated with our senior lender's
bankruptcy have slowed our progress but I'm optimistic about the
completion of the capital reconstruction," said SurgiCare Chief
Executive Officer Keith LeBlanc. "We are close to digging out of
the hole that we inherited. We expect to make an announcement
within days to secure the necessary financing to complete the
turn-around."

SurgiCare Inc. offers licensed, freestanding ambulatory surgery
centers for use by physicians and its physician partners and their
patients. They are licensed, certified and Medicare approved
outpatient facilities. SurgiCare's goal is to grow through
mergers, acquisitions and turnkey management contracts in
conjunction with physician-involved supervision and potential
equity participation within a public company model. SurgiCare has
assembled a team of highly qualified industry professionals that
are equipped to effectively manage multiple ASCs, imaging centers,
and other operating units to cut operational costs and increase
profit margins. To find out more about SurgiCare Inc. (AMX:SRG),
visit its Web site at http://www.surgicareinc.com

                         *      *      *

On July 28, 2003, SurgiCare, Inc., dismissed Weinstein & Spira LLP
as its independent auditors and retained Mann Frankfort Stein &
Lipp LLP as its new independent auditors.  The decision to change
auditors was approved by SurgiCare's Board of Directors.

Weinstein & Spira's report on the Company's financial statements
for the year ended December 31, 2002 was modified by the
inclusion of an explanatory paragraph addressing the ability of
the Company to continue as a going concern.


TECHNICOIL CORP: Obtains Covenant Waiver Under Credit Pact
----------------------------------------------------------
Technicoil Corporation experienced a 29% decrease in revenue for
the second quarter of 2003 compared to the second quarter of 2002
largely due to a 25% reduction in the Company's rig fleet.
Technicoil recorded a net loss of $567,871 in the quarter compared
to a net loss of $800,226 in the second quarter of 2002. Weather
played a major role in the disappointing 2003 second quarter
results as a normal spring break-up in April was followed by a
month of heavy rainfall in Technicoil's main operating area of
southern Alberta, causing significantly reduced utilization
levels. Drilling utilization was also hampered as one of the
Company's two drilling rigs was being retrofitted during the
quarter. Despite a net loss, cash flow from operations was
positive for the twelfth straight quarter with Technicoil earning
cash flow of $569,486 compared to $6,877 in the second quarter of
2002.

Technicoil's financial position continued to improve as the
Company had a positive working capital ratio at June 30, 2003,
with the outstanding equipment loans being reduced by 57% or $6.4
million since December 31, 2002. The Company invested $624,742
during the second quarter of 2003 enhancing its drilling
equipment, with another $650,000 to be incurred in the third
quarter. The investment will significantly improve the efficiency
and safety of the drilling operations.

                           Operations

Technicoil operated an average of nine rigs throughout the second
quarter of 2003, conducting both fracturing and drilling
operations for our customers. This compares to an average of
twelve rigs for the corresponding period in 2002 and thirteen rigs
in the first quarter of 2003. In the first quarter of 2003
Technicoil completed the sale of four coil tubing rigs held for
sale at the 2002 year end, with the sale of the fifth rig
completed in April. The Company's remaining nine rigs were
deployed primarily in Canada throughout the quarter, with no
future contracts secured in the United States at this time.

Overall fleet utilization was 21% for the quarter compared to 33%
for the second quarter of 2002. Drilling utilization increased
slightly from 17% in the second quarter of 2002 to 23% in the
second quarter of 2003. However, the fracturing utilization of 17%
this quarter is significantly below the 2002 second quarter
utilization rate of 40%. Fracturing delivered 83% of revenue in
the second quarter compared to 90% in the corresponding quarter of
2002 as Technicoil continues to diversify its operations.

On the fracturing side, 168 wells were fractured for two customers
who each have several ongoing fracturing programs, with eleven of
the wells being in the United States. In April, Technicoil entered
into an operating agreement with Calfrac Well Services Ltd. to
provide them with five well servicing rigs on a first call basis.
The agreement has an initial term to September 2004, and can be
renewed annually for a one-year term. Management sees this as an
important step in securing a long-term relationship with a growing
Company. Despite this agreement, utilization was low in April and
May due to a long spring breakup and an unusual amount of rain in
Southern Alberta, Technicoil's main operating area. The May
utilization rate was 11% this year compared to 65% in 2002. The
fracturing utilization rates recovered in June reaching 45%,
although many customers delayed fracturing operations until the
third quarter as the weather caused delays to their drilling
schedules. Technicoil continues to be the dominant supplier to the
most active pressure pumping companies conducting coil fracturing
operations. The equipment is ideally suited for this activity and
the Technicoil staff is highly experienced at conducting
fracturing operations using coil tubing.

The low drilling utilization for the quarter is a result of
several distinct factors including a long spring break up, an
unusual amount of rain and retrofitting the first of two drilling
rigs. The Company took advantage of the spring breakup period by
enhancing the first of two drilling rigs with changes to the
electrical system and doghouse. The $1.3 million total retrofit
will lighten the equipment considerably and transform the once
dual-purpose rigs into predominantly drilling units. Technicoil
anticipates the retrofits will increase profitability through
significantly improving rig reliability, safety and employee
working conditions. Utilization for the one active drilling rig
reached 56% in June with the rig operating for one customer with a
significant project. The large-scale project has allowed
Technicoil's drilling operations to reach new performance and
safety accomplishments by performing consistently. Technicoil has
reaped the benefits of its operating efficiencies due to the
turnkey pricing. Continual improvement in drilling operations is
critical as Technicoil diversifies from its historical strength in
well fracturing. There were no drilling operations in the United
States in the second quarter of 2003 or 2002.

                 Management Discussion and Analysis

Revenue and Net Income

Revenue for the 2003 second quarter was down 29% ($0.9 million)
compared to the 2002 second quarter largely due to a 25% reduction
in Technicoil's rig fleet. Technicoil had an average of twelve
rigs in service in the second quarter of 2002 versus nine in
service in the second quarter of 2003 after the sale of five rigs
earlier this year. Revenue was also negatively affected by the
decrease in utilization from 33% in the second quarter of 2002 to
21% in the second quarter of 2003 as a result of poor weather
conditions and the retrofitting of one drilling rig. Nevertheless,
Technicoil has benefited from better contract pricing, including a
turnkey contract that has benefited from efficient operations,
which partially offsets the declines in the rig fleet and
utilization.

Technicoil increased its gross margin from $240,302 (7% of
revenue) in the second quarter of 2002 to $557,500 (24% of
revenue) in the second quarter of 2003. The 2003 margins reflect a
return to normal levels as the second quarter 2002 margins
suffered from competitive pricing in a weak drilling market and a
break-even contract while a new product was being tested. The 2003
second quarter gross margin of 24% was comparable with the 2003
first quarter margin of 27% despite increased maintenance in the
second quarter during the spring break up period and the
allocation of fixed operating costs over lower revenue.

General and Administrative expenses were 13% of revenue for the
three month period ended June 30, 2003 compared to 25% for the
second quarter of 2002 despite lower revenue in 2003. Management
made a conscious effort to lower overhead costs in the past year,
mainly through reducing administrative and managerial staff.
Technicoil's current administrative structure represents a more
appropriate level for the current fleet size.

Amortization and interest expense have both decreased for the
three months ended June 30, 2003 compared to the same period in
2002 due to sale of five rigs in 2003 with the proceeds on
disposition being used to pay down the equipment loans.

Second quarter earnings were negatively impacted by several non-
recurring items including a $242,380 foreign exchange loss
resulting from the net asset position of the Company's subsidiary,
Technicoil USA Corporation, and the conversion of a portion of the
rig sale proceeds to Canadian dollars. Technicoil also realized a
$175,000 write down of equipment held for sale as the Company will
no longer utilize numerous trailers due to the sale of five rigs
and the drilling equipment enhancements. Bad debt expense of
$73,744 relates to a portion of outstanding receivables from one
customer. Technicoil has launched legal proceedings to recover the
entire amount. A $100,000 negative adjustment was also made to
current income tax expense this quarter relating to 2002.
Technicoil's net income would be $23,253 or $0.00 per share if not
for the ($591,124) effect of these non-recurring items.
Technicoil's net income has suffered over the past year as the
Company made several significant strategical decisions and
streamlined its business, resulting in a myriad of non-recurring
expense items. Technicoil believes that they have crossed the
critical point in this process and does not expect net income to
be hampered by such significant items in future quarters.

Despite a net loss, the Company achieved positive cash flow from
operations for the twelfth straight quarter, dating back to May
2000. Cash flow from operations increased from $6,877 in the
second quarter of 2002 to $569,486 in the second quarter of 2003
as a result of the Company's extensive steps over the past year to
restructure the Company, redefine its strategy and reduce costs.

Assets and Liabilities

Accounts receivable were down 43% at June 30, 2003 compared to
December 31, 2002 as is typical in the second quarter due to
spring breakup negatively affecting second quarter revenue.
Technicoil has historically experienced few issues with receivable
collection although $73,744 was added to the allowance for
doubtful accounts to increase the reserve for one customer. The
weighted average age of the receivables is 32 days at June 30,
2003 compared to 31 days at December 31, 2002. Accounts payable at
June 30, 2003 were also down 31% from year-end 2002 reflecting
reduced operating activity for the quarter.

Capital assets under construction of $624,742 relates to the costs
incurred to date to enhance the drilling equipment. The expected
total cost of retrofitting both drilling rigs is $1.3 million and
is being financed through cash flow from operations. The Company
also determined that certain equipment valued at $351,622 will no
longer be utilized due to the sale of five rigs and the drilling
equipment enhancements and is in the process of being sold. The
equipment was written down by $175,000 with the remaining balance
of $176,622 being reclassified to current assets.

Technicoil's equipment loans were considered demand loans as of
June 30, 2003 with negotiated monthly repayment terms extending
until December 2005. Accordingly, these loans were classified as
current liabilities. In July 2003, Technicoil renegotiated the
terms of the equipment loans with the lender and signed a new
agreement that eliminates the demand nature of the loans and
amortizes all facilities over 48 months. As of June 30, 2003
Technicoil was not in compliance with one of the loan covenants
under the former agreement relating to debt service coverage.  The
new agreement waives the debt service covenant until the end of
the year given Technicoil's loss position at this time.

Working capital continues to improve as Technicoil generated
$569,486 in cash from operations this quarter despite a net loss.
The working capital ratio, calculated without including the
capital assets held for sale and the equipment loans with
negotiated payment terms greater than one year, has improved
continually over the past year and reached 1.4 at June 30, 2003.
The positive trend represents management's efforts towards
improving the profitability of operations, collecting receivables
and paying down debt. Technicoil has a $3 million operating line
of credit available of which $1,234,850 was outstanding at June
30, 2003. The balance was paid in full on July 2, 2003 and has not
exceeded a balance of $25,000 since that time.

Outlook

The outlook for the drilling operations is positive as the
industry is catching up from the unusually wet spring and a weak
2002. Technicoil continues to work on a large-scale drilling
project started in May and has faced few weather or operational
issues to date in the third quarter. The first drilling unit
completed its retrofit in mid August, with the second unit
starting the retrofit process immediately after. Completion of the
second retrofit is expected in early October. Technicoil has
numerous agreements in place with several customers for the fall
and into the winter months and anticipates being able to fully
utilize both drilling rigs. The Company believes that the
retrofitted rigs will result in increased margins due to lower
maintenance and safety costs and more efficient operations.

The fracturing operations have been slow early in the third
quarter primarily due to military maneuvers being performed in the
Suffield block in July and issues with third party equipment and
labour. Technicoil experienced several weeks of downtime while
resolving a recurring maintenance issue however this had no effect
on revenue as Technicoil's rigs were not fully utilized.
Utilization increased significantly in August and is expected to
be strong throughout the remainder of August. Technicoil will also
benefit from rate increases effective July for one of Technicoil's
main fracturing customers. Technicoil realizes the importance of
continuing to diversify its customer base for coil fracturing and
to grow its drilling operations in order to be less susceptible to
individual customer influences.

Technicoil expects coal bed methane production in Western Canada
to move beyond the test phase and become established as a valuable
resource to our customers. Technicoil's equipment is ideally
suited for both drilling and fracturing coal bed methane wells and
the Company believes they are well poised to gain additional
customers and projects as a result.

Technicoil believes it has finally turned the corner after a year
of significant change and unrest. The Company's balance sheet
strong and management's attention is focused on improving
operations in order to improve profitability.


TERREMARK: Resources Insufficient to Meet Financial Obligations
---------------------------------------------------------------
Terremark Worldwide, Inc. operates facilities at strategic
locations around the world from which the Company assists users of
the Internet and large communications networks in communicating
with other users and networks. The Company's primary facility is
the NAP of the Americas, a carrier-neutral Tier-1 network access
point in Miami, Florida. The NAP provides exchange point,
colocation and managed services to carriers, Internet service
providers, network service  providers, government entities,
multinational enterprises and other end users. The Company's
strategy is to leverage its concentration of connectivity and
carrier-neutral status to sell services to customers within and
outside of the Company's TerreNAP Data Centers.

The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
liabilities and commitments in the normal course of business. From
the time of its merger through June 30, 2003, the Company has
incurred net operating losses of approximately $199.7 million,
including approximately $82.6 million of losses related to
discontinued operations. The Company's cash flows from operations
for the three months ended June 30, 2003 and 2002 were negative
and the working capital deficit was approximately $14.0 million
and $39.0 million as of June 30, 2003 and March 31, 2003,
respectively. Due to recurring losses from operations and the lack
of committed sources of additional debt or equity to support
working capital deficits, substantial doubt exists about the
Company's ability to continue as a going concern.

Historically, the Company has met its liquidity needs primarily
through obtaining additional debt financing and the issuance of
equity interests. Some of the debt financing was either provided
by or guaranteed by Manuel D. Medina, the Company's Chief
Executive Officer and Chairman of the Board of Directors. In prior
periods, the Company also shut down or disposed of non-core
operations and implemented expense reductions to reduce the
Company's liquidity needs.

Based on customer contracts signed as of July 31, 2003, the
Company's monthly cash deficit from operations is approximately
$1.2 million. In order to eliminate this monthly cash deficit from
operations, the new monthly revenues required range from $1.8
million to $2.8 million. This range of new revenue depends on the
mix of the services sold and their corresponding margin. The
Company's required revenues are based on existing contracts,
including those recently announced with the U.S. Government and
enterprises, and expected future contracts from potential
customers currently in the sales pipeline. The Company has
identified potential customers, including the federal, state and
local governments, and is actively offering available services to
them. However, the Company's projected revenues and planned cash
needs depend on several factors, some of which are beyond the
Company's control, including the rate at which its services are
sold, the ability to retain its customer base, the willingness and
timing of potential customers outsourcing the housing and
management of their technology infrastructure to the Company, the
reliability and cost-effectiveness of the Company's services and
the Company's ability to market its services.

The majority of the Company's planned operating cash improvement
is expected to come from an increase in revenues and cash
collections from customers. If the Company fails to achieve
planned revenues, it will require additional financing. There can
be no assurances that additional financing will be available, or
that, if available the financing will be obtainable on terms
acceptable to the Company or that any additional financing would
not be substantially dilutive to existing shareholders. If the
Company needs to obtain additional financing and fails to do so,
it may have a material adverse effect on the Company's ability to
meet financial obligations and operate as a going concern.


TIMCO AVIATION: June 30 Balance Sheet Upside-Down by $95 Million
----------------------------------------------------------------
TIMCO Aviation Services, Inc. (OTC Bulletin Board: TMAS) announced
its results of operations for the second quarter of 2003. Revenue
for the three and six months ended June 30, 2003 was $52.1 million
and $103.3 million, respectively, compared to revenue of $48.3
million and $105.8 million, respectively, for the comparable 2002
periods. Net income for the second quarter and first half of 2003
was $0.0 million ($0.00 per basic and diluted share) and $0.3
million ($0.01 per basic and diluted share), respectively,
compared to a net income of $0.2 million ($0.01 per basic and
diluted share) and $21.1 million ($1.01 per basic and $0.10 per
diluted share), respectively, for the comparable periods of 2002.

Net income for the second quarter and first half of 2003 included
gains of $3.6 million from the elimination and settlement of
contingencies and obligations related to discontinued operations
and various legacy items and a $0.7 million benefit resulting from
the IRS finalizing audits on 1996 - 1999 tax years. Net income for
the first half of 2002 included: (i) a $27.3 million gain
associated with the Company's restructuring, (ii) a net $6.1
million non-cash charge relating to the Company's agreement to
settle a then-outstanding class action lawsuit (consisting of an
$8.0 million charge taken in the first quarter of 2002 less a $1.9
million gain recognized in the second quarter of 2002 relating to
revaluation of the charge at the end of the 2002 second quarter)
and (iii) a $3.8 million tax benefit arising from a change in U.S.
federal tax laws governing the carryback of net operating losses.

Without the effects of these items, the Company would have
reported 2003 second quarter and first half net losses of $4.3
million and $4.0 million, respectively, compared to net losses of
$1.7 million and $3.9 million for the comparable periods in 2002.
Management believes that comparison of its second quarter and
first half 2003 net loss to the comparable period 2002 net loss
without the effect of the above-described items provides a useful
measure for investors to compare the Company's period-to-period
results of operations.

The Company's June 30, 2003 balance sheet shows a working capital
deficit of about $13 million, and a total shareholders' equity
deficit of about $95 million.

Roy T. Rimmer, Jr., the Company's Chairman and Chief Executive
Officer, stated: "We continue our efforts to expand our customer
base and increase our market share, despite a difficult industry
environment, and we believe that this will be reflected in our
results for the second half of the year. A number of factors have
adversely impacted our gross profit margin for the first half of
2003, including the ramp-up of our Goodyear, Arizona maintenance
facility, a higher mix of short-term and single visit maintenance
programs and ongoing price competition. However, we continue to
drive efficiencies and cost controls which we believe will help us
achieve our profitability goals. During the quarter we also
received a commitment from our principal stockholder, Lacy J.
Harber, to fund an additional $6.05 million for working capital in
our operations. $3.05 million of these funds were received prior
to June 30, 2003 and the balance was received in July 2003."

Gil West, the Company's President and Chief Operating Officer
stated: "A number of recent developments have generated increased
interest in TIMCO's capabilities and have resulted in
opportunities for additional business in the near future. We have
a major North American airline adding several "nose-to- tail"
lines of maintenance to our Goodyear facility in the third
quarter. We have also been awarded the seat manufacturing
contracts for two major international airlines. And the successful
execution of our security flight deck door program resulted in the
design, engineering and installation of almost 500 enhanced
security doors in time to meet the FAA's deadline."

TIMCO Aviation Services, Inc. is among the world's largest
providers of fully integrated aviation maintenance, repair and
overhaul services for major commercial airlines, regional air
carriers, aircraft leasing companies, government and military
units and air cargo carriers. The Company currently operates four
MR&O businesses: TIMCO, which, with its four active locations
(Greensboro, NC, Macon, GA, Lake City, FL and Goodyear, AZ), is
one of the largest independent providers of heavy aircraft
maintenance services in the world; Aircraft Interior Design and
Brice Manufacturing, which specialize in the refurbishment of
aircraft interior components and the manufacture and sale of PMA
parts and new aircraft seats; TIMCO Engineered Systems, which
provides engineering services to both our MR&O operations and our
customers; and TIMCO Engine Center, which refurbishes JT8D
engines.


TRENWICK GROUP: Files for Chapter 11 Protection in Delaware
-----------------------------------------------------------
Trenwick Group Ltd., (OTC: TWKGF) and its affiliates, LaSalle Re
Holdings Limited and Trenwick America Corporation, as a step in
its previously announced restructuring and in accordance with its
August 6 letter of intent with creditors, filed for protection
under chapter 11 of the United States Bankruptcy Code with the
United States Bankruptcy Court for the District of Delaware.

Additionally, Trenwick and LaSalle Re Holdings are in the process
of filing proceedings in the Supreme Court of Bermuda, known under
Bermudian law as "winding up", as a further step in the
restructuring and in accordance with the previously announced
Letter of Intent. Trenwick's insurance company subsidiaries,
Trenwick America Reinsurance Corporation, The Insurance
Corporation of New York, Dakota Specialty Insurance Company and
LaSalle Re Limited, all of which are in runoff, and its Lloyd's
operations are not subject to the proceedings in the Bankruptcy
Court or the Supreme Court of Bermuda and their operations
continue.

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with subsidiaries located in the United
States, the United Kingdom and Bermuda. Trenwick's operations at
Lloyd's, London underwrite specialty insurance as well as treaty
and facultative reinsurance on a worldwide basis. Trenwick's
United States specialty program business, specialty London market
insurance company, Trenwick International Limited, and its United
States reinsurance business through Trenwick America Reinsurance
Corporation are now in runoff. In 2002, Trenwick sold the in-force
business of LaSalle Re Limited, its Bermuda based subsidiary.


TRENWICK GROUP: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Trenwick America Corporation
             One Canterbury Green
             Stamford, CT 06901

Bankruptcy Case No.: 03-12635-MFW

Debtor affiliates filing separate chapter 11 petitions:

     Entity                          Case No.
     ------                          --------
     Trenwick Group Ltd.             03-12636-MFW
     LaSalle Re Holdings Limited     03-12637-MFW

Type of Business: The Debtor is a holding company for operating
                  insurance companies in the U.S.

Chapter 11 Petition Date: August 20, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Christopher S. Sontchi, Esq.
                  William Pierce Bowden, Esq.
                  Ashby & Geddes
                  222 Delaware Avenue
                  17th Floor
                  Wilmington, DE 19899
                  USA
                  302 654-1888
                  Fax : 302-654-2067
                  Email: csontchi@ashby-geddes.com
                  Email: wbowden@ashby-geddes.com

                  Benjamin Hoch, Esq.
                  Irena Goldstein, Esq.
                  Carey D. Schreiber, Esq.
                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, NY 10019-6092
                  T: 212-259-8000
                  F: 212-259-6333

                                Total Assets      Total Debts
                                   (As of June 30, 2003)
                                ------------      ------------
Trenwick America Corporation     $354,429,000     $288,968,000
LaSalle Re Holdings Limited      $44,693,000        $5,832,685

List of Debtors' Largest Unsecured Creditors:

A. Trenwick America Corporation

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
JP Morgan Chase Bank          LOC Facility issued   $184,776,323
270 Park Avenue               under a credit
New York, NY 10172            agreement
Attn: Thomas Dineen
Tel: 212-270-0315
Fax: 212-270-0433
E-mail: Thomas_Dineen@chase.com


HSBC Bank USA                 As trustee for        $120,708,044
452Fifth Avenue               mandatory redeemable
New York, NY 10018            preferred securities
Attn: Russ Paladino           and for interest
Tel: 212-525-1324             payments on capital
Fax: 212-525-1366             securities
E-mail: russ.paladino@us.hsbc.com

Bank One Trust Co., N.A.      Indenture              $74,941,164
153 West 51st Street          (principal and
5th Floor                     interest as trustee
New York, NY 10019            for 6.70% Senior
Attn: Mary Fonti              Notes due August 1,
Tel: 212-373-1105             2003)
Fax: 212-373-1383
e-mail: mary_fonti@bankone.com

MBIA Insurance Corporation    Indenture              $56,423,520
113 King Street               (interest and principal
Armonk, New York 10504        as holder of 6.70% Sr.
Attn: Mr. James H. Maitland   Notes due August 1,
Tel: 914-765-3525             2003)
Fax: 914-765-3810
E-mail: james.maitland@mbia.com

Trenwick America Reinsurance  Intercompany debt      $33,000,000
Corporation
1 Canterbury Green
Stamford< CT 06905
Attn: Alan L. Hunte
Tel: 203-353-5545
Fax: 203-353-5557
E-mail: alan.hunte@trenwick.com

Trenwick America Reinsurance  Tax sharing agreement   $2,237,130
Corporation
1 Canterbury Green
Stamford< CT 06905
Attn: Alan L. Hunte
Tel: 203-353-5545
Fax: 203-353-5557
E-mail: alan.hunte@trenwick.com

Insurance Corporation of      Intercompany debt      $26,300,000
New York
1 Canterbury Green
Stamford< CT 06905
Attn: Alan L. Hunte
Tel: 203-353-5545
Fax: 203-353-5557
E-mail: alan.hunte@trenwick.com

Trenwick (Barbados)           Intercompany debt      $23,187,594
Limited
Chancery House
High Street
Bridgetown, Barbados
Attn: Andrew C. Ferreira
Tel: 203-353-5545
Fax: 203-352-5557

The Raptor Global             Indenture               $8,719,999
Portfolio Ltd.               (interest and
The Tudor BVI                 principal as
Global Portfolio Ltd.        holders of
The Altar Rock Fund L.P.      6.70% Senior
Tudor Proprietary Trading,LLC Notes due August 1,
c/o Tejas Securities Group    2003)
2700 Via Fortuna, Suite 400
Austin, Texas 78746
Attn: Mr. Morris D. Weiss
Tel: 512-306-5245
Fax: 212-306-9436
E-mail: mdweiss@tejassec.com

Mr. John J. Gorman            Indenture               $3,590,588
c/o Tejas Securities Group,
Inc.
2700 Via Fortuna, Suite 400
Austin, Texas 78746
Attn: Mr. Morris D. Weiss
Tel: 512-306-5245
Fax: 212-306-9436
E-mail: mdweiss@tejassec.com

Mr. J.C. Waterfall            Indenture               $3,077,647
c/o Morgen Waterfall Vintiadis
Rockefeller Center
600 Fifth Avenue, 27th floor
New York, NY 10020
Attn: Mr. Bruce Waterfall
Tel: 212-218-4105
Fax: 212-218-4130
E-mail: bruce@mwv.com

U.S. Bank                     Indenture (as           $1,784,211
One Federal Street            trustee for 8%
3rd Floor                     Contingent Interest
Boston, MA 02110              Notes due June 30,
Attn: Robert Mastracci        2006)
Tel: 617-603-6585
Fax: 617-603-6669
E-mail: robert.mastracci@usbank.com

Phoenix Partners, L.P.        Indenture               $1,828,122
c/o Morgen Waterfall Vintiadis
Rockefeller Center
600 Fifth Avenue, 27th floor
New York, NY 10020
Attn: Mr. Bruce Waterfall
Tel: 212-218-4105
Fax: 212-218-4130
E-mail: bruce@mwv.com

Phaeton International (BVI),  Indenture               $1.249,524
  Ltd.
c/o Morgen Waterfall Vintiadis
Rockefeller Center
600 Fifth Avenue, 27th floor
New York, NY 10020
Attn: Mr. Bruce Waterfall
Tel: 212-218-4105
Fax: 212-218-4130
E-mail: bruce@mwv.com

Tejas Securities Group, Inc.  Indenture               $1,025,882
2700 Via Fortuna
Suite 400
Austin, Texas 78746
Attn: Mr. Morris D. Weiss
Tel: 512-306-5245
Fax: 212-306-9436
E-mail: mdweiss@tejassec.com

Mr. Arch Aplin                Indenture               $1,025,882
c/o Tejas Securities Group,
Inc.
2700 Via Fortuna, Suite 400
Austin, Texas 78746
Attn: Mr. Morris D. Weiss
Tel: 512-306-5245
Fax: 212-306-9436
E-mail: mdweiss@tejassec.com

B. LaSalle Re Holdings Limited

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
JP Morgan Chase Bank          LOC Facility issued   $184,776,323
270 Park Avenue               under a credit
New York, NY 10172            agreement
Attn: Thomas Dineen
Tel: 212-270-0315
Fax: 212-270-0433
E-mail: Thomas_Dineen@chase.com

EquiServe-First Chicago       Series A Perpetual      $5,832,685
P.O. Box 2536                 Preferred Shares
Jersey City, NJ
Attn: Julie Adams
Tel: 201-222-4121
E-mail: jadams@equiserve.com


UAL CORP: Has Until Dec. 15 to Make Lease-Related Decisions
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of United Airlines
"appreciates the magnitude of the process related to the Debtors'
evaluation and analysis of their unexpired leases of
nonresidential property," Carole Neville, Esq., at Sonnenschein,
Nath & Rosenthal, says.  However, United is asking for too much
time to make lease determinations.

Since the Debtors have repeatedly indicated that they intend to
emerge from bankruptcy in December 2003 or the first quarter of
2004, the Committee asks the Court to extend the lease decision
deadline until the earlier of December 1, 2003 or the date of the
Disclosure Statement Hearing.

Ms. Neville explains that delaying assumption or rejection
disenfranchises creditors, as their vote on any Plan may depend
on whether their Leases are assumed or rejected.  If given until
a Plan is confirmed, creditors will not know the status of their
Leases when they vote.

2) San Francisco

The City and County of San Francisco, acting by and through the
Airport Commission, complain that the Debtors' request is
unreasonable.  J. Brian Fletcher, Esq., at Jessop & Company,
argues that if the open-ended extension is granted, the Authority
will be forced to vote on a Plan before knowing whether the
Debtors will assume or reject its Leases.

3) The Airport Consortium

The Airport Consortium consists of:

  -- Port of Oakland;
  -- Columbus Regional Airport Authority;
  -- Metropolitan Washington Airport Authority;
  -- City of Austin;
  -- Burlington International Airport;
  -- Lee County Port Authority;
  -- City of Cleveland;
  -- County of Orange;
  -- Detroit Metropolitan Wayne County Airport;
  -- Clark County Department of Aviation;
  -- Port of Portland;
  -- Miami-Dade County Aviation Department; and
  -- Tucson Airport Authority.

The Debtors assert that they have focused their resources on
reducing costs and preserving assets.  "Such contentions are
disingenuous," David B. Goroff, Esq., at Foley & Lardner, argues.
The Debtors have focused on litigation with the Consortium over
the stub rent issue.  Regardless of the outcome, the stub rent
must be paid, either as an administrative expense or as part of
the cure amount if the Debtors assume an unexpired lease.  The
Debtors chose to focus their resources on this litigation to
achieve a pyrrhic victory and they will waste further resources
if they now litigate the stub rent claims.  "The Debtors' request
for more time under these circumstances is like a child who,
having murdered his parents, now asks for mercy because he is an
orphan."

The requested extension will only delay payments of millions of
dollars to the Consortium Members -- payments, which the Debtors
are legally obligated to make.  Additionally, the delay is
prejudicial to the Consortium because they cannot make critical
decisions about utilization of their facilities or capital
improvements until these matters are finally resolved.
The Consortium asserts that the Debtors should not be given an
open-ended amount of time to assume or reject leases.  Should the
Court grant the extension, it should be limited to not later than
October 6, 2003, which is 60 days before the Debtors' exclusive
period expires.

4) City of Chicago

The City of Chicago agrees that some extension of time to assume
or reject leases is appropriate.  However, Diane M. Pezanoski,
Esq., Deputy Corporation Counsel, argues that any extension
should be limited to December 1, 2003, "or some other date
certain, prior to the confirmation of a plan of reorganization."

5) HSBC Bank

HSBC Bank USA, as Successor Indenture Trustee and Paying Agent,
tells the Court that this open-ended extension is not necessary
at this time.  The Debtors can simply ask for another extension
later if this request proves insufficient.

William W. Kannel, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, in Boston, Massachusetts, argues that any extension
through Confirmation would prejudice creditors eventually voting
on the Chapter 11 Plan.  If the extension is granted, creditors
will be asked to vote on a Plan, which does not disclose the
leases the Debtors intend to assume and those they intend to
reject.  This information is material to general unsecured
creditors and lessors of non-residential real property.  The
Debtors should be compelled to disclose the status of all leases
no later than the date on which a Disclosure Statement is
approved.

6) The Bank of New York

William P. Smith, Esq., at McDermott, Will & Emery, points out
that the indefinite deadline proposed by the Debtors will create
uncertainty for all creditors and parties-in-interest, force
individual lessors to evaluate their leases and file motions to
shorten the Assumption Deadline and will prejudice lessors voting
for a Plan.  As a result, the Bank of New York asks the Court to
set the lease decision deadline for December 1, 2003 or the
Disclosure Statement approval date.

7) Denver International Airport

If granted, the extension of the lease decision period will
create a situation that is extremely prejudicial to the Denver
International Airport, according to Douglas W. Jessop, Esq., at
Jessop & Company.

The DIA has an immediate need to know the fate of its Lease with
United.  Other airlines operating at DIA have expressed an urgent
need for additional gates, terminal space and other facilities on
Concourse A, which United currently occupies.

Mr. Jessop explains that if United rejects the Lease, the DIA
could immediately accommodate other airlines by giving them the
gates formerly held by the Debtors.  If United assumes the Lease,
DIA is potentially facing years of design and construction work
for new gates and facilities to meet the other airlines' demands.

8) Frontier Airlines

Frontier Airlines is a national air carrier with its primary hub
located at the Denver International Airport.  Frontier operates
all its flights at DIA through multiple leased gates on Concourse
A, alongside the Debtors.

Frontier is assessing and evaluating its operational needs,
including the number of gates and fleet size and how to satisfy
those needs within its business plan.  To make informed
decisions, Frontier needs to know the resources that will be
available in Concourse A at the DIA.  These important decisions
have been on hold since the Debtors filed for bankruptcy.
Anything that prevents or delays progress is highly prejudicial
to Frontier.  Dennis M. Ryan, Esq., at Faegre & Benson, notes
that a $300,000,000 facility expansion at DIA hangs in the
balance.

                         United Responds

The Debtors point out that the Consortium and the DIA have not
refuted their cause for an extension.  The Consortium's critique
of the Debtors focuses on one issue in which it has a vested
interest -- stub rent.  This posture ignores the Debtors'
numerous restructuring achievements.  Also, the Consortium's and
the DIA's statements about stub rent are irrelevant as to whether
cause exists to warrant an extension.

Furthermore, the Debtors explain that the extension requested is
not open-ended.  Just as with the initial extension, this
extension would not prejudice any lessor's right to seek
reduction of the Section 365(d)(4) Deadline for its particular
unexpired lease.  With omnibus hearings occurring on a monthly
basis, the Court and creditors will have the opportunity to track
the progress of the Debtors' restructuring closely.

According to the Debtors, concerns about lessors and voting are
overstated.  If a lessor's unexpired lease is assumed, the lessor
will be unimpaired and not entitled to vote on a Plan.  On the
other hand, landlords whose leases may be rejected are afforded
protection by Rule 3018 of the Federal Rules of Bankruptcy
Procedure, allowing the estimation of contingent claims,
including contingent rejection damages claims, for voting
purposes on a Plan.

                          *     *     *

After hearing the objections and the Debtors' arguments, Judge
Wedoff extends the Debtors' lease decision period through and
including the earlier of:

   -- December 15, 2003; or

   -- the Disclosure Statement Hearing Date.

The extension is without prejudice to the Debtors' right to seek
additional extensions. (United Airlines Bankruptcy News, Issue No.
25; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNITEDGLOBALCOM: Fitch Says Planned Deal Won't Change Ratings
-------------------------------------------------------------
Fitch Ratings' 'BBB-' senior unsecured debt rating and Stable
Outlook for Liberty Media remains unchanged following the
company's announced agreement to acquire all of the outstanding
shares of class B common stock of UnitedGlobalCom, Inc., from
UGC's founding shareholders in exchange for series A common stock
of Liberty. The transaction will raise Liberty's equity and voting
stake in United to approximately 75% and 96%, respectively, and
lifts restrictions on voting control by Liberty with respect to
UGC. As a result, Liberty will no longer treat UGC as an equity
investment but rather a consolidated subsidiary, increasing the
company's consolidated debt and EBITDA by approximately $4 billion
and $550 million, respectively.

The proposed transaction is consistent with Liberty's intent to
seek more active control over some of its existing/new holdings.
UGC's largest subsidiary, United Pan-Europe Communications (UPC),
is expected to emerge from bankruptcy by the end of the year with
a significant reduction in debt. However, Fitch notes that even
with the planned recapitalization, UGC will remain a significantly
leveraged broadband operator.

Fitch believes the proposed UGC transaction (post-UPC
restructuring), coupled with the pending QVC transaction, will
reduce Liberty's debt capacity and bring its credit profile toward
the lower range of the current rating level. Fitch estimates
Liberty's consolidated debt at approximately $19 billion. Pro
forma EBITDA (including dividend and interest income) to interest
expense reduces to the low 2 times range from the mid-2x range
(pro forma for QVC only). Asset coverage to net debt is expected
to reduce to the mid-3x range from the mid-4x range (pro forma for
QVC only).

The Stable Rating Outlook incorporates Fitch's expectation that
Liberty's management will continue to use a balanced approach
toward increasing its owned and managed interests, and
consolidated cash flow will grow at a level commensurate with any
resulting debt increases such that the company maintains a credit
profile consistent with its investment-grade rating. Further,
Fitch believes that if Liberty's asset coverage were to fall below
3x, a material improvement in standard credit protection measures
and positive qualitative factors would be required in order to
maintain a 'BBB-' rating.

At June 30, 2003, Unitedglobalcom's balance sheet shows a total
shareholders' equity deficit of about $2.7 billion.


US AIRWAYS: Resolves Claims Disputes with Wells Fargo & Newcourt
----------------------------------------------------------------
On November 4, 2002, Wells Fargo Bank Northwest, as owner
trustee, and Newcourt Capital USA, Inc. filed Claim Nos. 2967 and
2968, each for $1,895,262 against US Airways Group Inc.  Wells
Fargo and Newcourt asserted claims relating to two aircraft
bearing registration numbers N833EX and N834EX.

The Reorganized Debtors have reached a Stipulation that resolves
all claims relating to Tail Nos. 833EX and N834EX.  Claim Nos.
2967 and 2968 are reduced and allowed as general unsecured Class
Allegheny-6 claims for $1,317,552.  All other claims that relate
to Tail Nos. N833EX & N834EX are disallowed. (US Airways
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


VERIDIAN: S&P Pulls-Out Low-B Ratings After Debt Repurchase
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit and senior secured debt ratings of Alexandria, Virginia-
based computer services company Veridian Corp. These ratings had
been placed on CreditWatch with positive implications on
June 9, 2003, following the announced acquisition of Veridian by
General Dynamics Corp. (A/Negative/--).

"The ratings withdrawal reflects General Dynamic Corp.'s
repurchase of all of Veridian's outstanding debt," said Standard &
Poor's credit analyst Philip Schrank.


WEIRTON STEEL: Wants Nod to Hire D. Leonard Wise as CEO
-------------------------------------------------------
Pursuant to Sections 363 and 105 of the Bankruptcy Code, Weirton
Steel Corporation seeks the Court's permission to employ D.
Leonard Wise as its Chief Executive Officer.

On June 26, 2003, John H. Walker, President and Chief Executive
Officer of Weirton, and a member of Weirton's Board of Directors,
announced his resignation from the Company effective as of
July 31, 2003.  Weirton's Official Committee of Unsecured
Creditors asked Mr. Walker to reconsider his resignation.
However, Mr. Walker already made up his mind to leave the Company
for good.

Consequently, the Chairman of the Board, in consultation with Mr.
Walker, considered numerous potential replacements, including
Mark Kaplan who turned down the role of being Weirton's Chief
Executive Officer.  Robert G. Sable, Esq., at McGuireWoods LLP,
in Pittsburgh, Pennsylvania, informs Judge Friend that several
factors were taken into account in considering potential
candidates to replace Mr. Walker as Chief Executive Officer,
including, but not limited to:

   (a) scope of experience as a chief executive officer;

   (b) scope of experience as an operator of fully integrated
       steel facilities;

   (c) ability of candidates to work with the Independent
       Steelworkers Union;

   (d) knowledge of Weirton;

   (e) ability to commence full-time employment with Weirton
       immediately;

   (f) Mark Kaplan's views of potential candidates; and

   (g) ability to work with varying interests in order to build a
       broad consensus about the Company's restructuring.

Additionally, the Committee, JP Morgan and the Independent
Steelworkers Union each asked the Debtor to allow them to
participate in the selection process.  The Company complied.
Accordingly, the Debtor considered and, in fact, interviewed
candidates suggested by other parties-in-interest.  As a result,
the Debtor decided that the best replacement for the position of
CEO would be D. Leonard Wise.  Not only that, Mr. Wise will also
replace Mr. Walker on the Board.

The Debtor believes that Mr. Wise is the best candidate for the
position because of his diverse experience, extensive knowledge
and leadership capabilities.

Moreover, Mr. Sable notes that Mr. Kaplan's continued employment
with Weirton is conditioned on Mr. Wise's retention as CEO.  Mr.
Wise has been a member of the Board, as well as the boards of
directors of other heavy manufacturing companies, and has served
in capacities as chief executive officer or chief operating
officer of Carolina Steel Corporation, Wheeling-Pittsburgh Steel
Corporation and Slater Industries, among others.

The Debtor, Fleet Bank, as agent to the Postpetition Lenders, the
Creditors' Committee, JP Morgan, as indenture trustee to the
exchange noteholders, the unofficial committee of noteholders,
and the ISU negotiated the terms and conditions of Mr. Wise's
Employment Agreement.

Mr. Wise's employment as Weirton's CEO is to occur through the
earlier of:

   (i) the closing of a sale of substantially all of Weirton's
       assets;

  (ii) the effective date of a plan of reorganization; or

(iii) the termination of Mr. Wise's employment by Weirton for
       cause.

In his role as CEO, Mr. Wise will work in conjunction with
Mr. Kaplan, whose duties have been expanded beyond those of Chief
Financial Officer to include his role as President of Weirton, to
perform duties and responsibilities that will include all the
duties and responsibilities commensurate with that role, and
these business objectives:

   (i) retaining existing customers and revenue base while
       developing new business;

  (ii) improve efficiency and EBITDAR, through an examination
       of the Company's cost-structure and operations;

(iii) successfully exiting from bankruptcy protection at the
       earliest possible time, through either a sale of
       substantially all assets or a stand alone plan of
       reorganization; and

  (iv) proceed to review or revise, and expedite implementation
       of cost-saving initiatives.

The salient terms of the Wise Employment Agreement are:

A. Position:  Chief Executive Officer and Director

B. Base Salary:  $480,000 per annum effective as of July 15, 2003

C. Expense Reimbursement:

   Monthly reimbursement of actual and documented expenses
   incurred, including, but not limited to travel, temporary
   housing and meals.

D. Immediate Bonus:  $300,000 cash, payable:

   -- $100,000 upon Court approval of the Wise Employment
      Agreement;

   -- $100,000 on the 30th day after the Bankruptcy Court
      approves the Wise Employment Agreement; and

   -- $100,000 on the 60th day after the Bankruptcy Court
      approves the Wise Employment Agreement.

   In the event Mr. Wise ceases employment with Weirton at any
   time within 180 days after the entry of an order approving
   the Wise Employment Agreement, for reason other than (i) death
   or incapacity, (ii) consummation of a sale of all or
   substantially all assets of Weirton, (iii) the occurrence of
   the effective date of a plan of reorganization within this
   180-day period, (iv) termination for Good Reason, or (v) in
   the event Weirton terminates Mr. Wise's employment without
   cause, Mr. Wise will repay to Weirton a ratable portion of the
   $300,000 received.

E. Subsequent Bonus:  $500,000 cash upon the earlier of:

    (i) the closing of a sale; or

   (ii) the effective date of a plan of reorganization.

   The Bonus can be up to an additional $550,000, determined by
   multiplying $550,000 times a fraction.  The numerator of the
   fraction is the amount by which the gross sale price or going
   concern value of Weirton, as determined by the financial
   advisor or investment banker to the proponent of a confirmed
   plan of reorganization, exceeds the amount of the DIP loan
   balance at the time in which the DIP loan is paid or otherwise
   satisfied, and the denominator of which is $140,000,000.

F. Other:  Upon entry of an order approving the Wise Employment
   Agreement, the full amount of Bonus consideration to which Mr.
   Wise may be paid will be funded into escrow, with Fleet and
   Weirton's counsel to serve as joint escrow agents.

Mr. Sable asserts that Mr. Wise's proposed compensation is fair
and reasonable for the services that he will provide and is
commensurate with, if not lower than, the compensation packages
received by other chief executives of companies the size of the
Debtor.  Mr. Wise's compensation arrangement has been subject to
input from and negotiations with Weirton's major creditor
constituencies.

With the Debtor's urgent need to retain a chief executive officer
to stabilize the Company and reassure customers and employees of
its financial viability on a going-forward basis, the appointment
of Mr. Wise as part of the Debtor's senior management team will
help Weirton move forward with its business plan and emerge
successfully from Chapter 11 in a timely fashion.  Thus, Mr.
Sable contends, it is imperative that the Debtor's request be
granted immediately. (Weirton Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Settles Gas Dispute with BOC Group
-------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation has been working with its
suppliers to determine the extent to which its existing contracts
for products and services provide benefits to its estate, the
extent to which such contracts require modification, and the
extent to which these contracts may be assumed.  One of these
contracts is the Product Supply Agreement with BOC Group, Inc.
dating from November 1999.  The Agreement governs the purchase of
oxygen, argon and nitrogen that are used in WPSC's manufacturing
operations.

                          The Disputes

WPSC and BOC have engaged in extensive discussions concerning
possible modifications to the Product Supply Agreement and the
disputes that have arisen under the existing Agreement, together
with charges and payments.  The disputes have included:

      (a) BOC's contention that WPSC owes additional sums
          relating to postpetition deliveries of Products;

      (b) WPSC's contentions that BOC had received certain
          payments that were recoverable under the avoiding
          powers of the Bankruptcy Code, which are the
          subject of two pending adversary proceedings;

      (c) various disputes regarding BOC's claims that
          additional sums were owed to BOC with respect to
          prepetition deliveries of Products and with respect
          to other prepetition events -- including damages to
          certain pipeline facilities due to an accident; and

      (d) disputes relating to WPSC's contentions that certain
          charges were in excess of those permitted under the
          Product Supply Agreement.

                             The Settlement

BOC and WPSC have reached a tentative agreement on the terms on
which their disputes may be resolved, the Product Supply Agreement
may be modified, and the Agreement may be assumed as so modified.
The salient terms of the settlement, modification and assumption
are:

      (1) The Product Supply Agreement will be modified to:

            (i) eliminate language concerning early termination;

           (ii) permit WPSC to dismantle the entire Oxygen Plant
                and Storage Facilities located in Mingo Junction
                without any contractual repercussions;

          (iii) eliminate a "virtual bullet" by permitting WPSC
                to suspend the minimum monthly charge six times
                for no more than one month each; and

           (iv) WPSC agrees to the minimums stated in the
                prepetition Agreement -- $300,000 -- with
                revised pricing;

      (2) WPSC will make six monthly payments of $329,654 per
          month to cover all obligations totaling $1,977,925,
          starting retroactively to July 2003;

      (3) WPSC awards BOC its Yorkville hydrogen business, and
          the requirements of this business will be included in
          meeting the contractually required minimums;

      (4) All payments to BOC post-confirmation will be made
          by check;

      (5) WPSC will dismiss the two pending adversary complaints
          against BOC with prejudice;

      (6) The parties exchange mutual releases of obligations
          other than in this Stipulation and the Product Supply
          Agreement as modified; and

      (7) WPSC assumes the Product Supply Agreement as amended.

By this motion, WPSC asks the Court to approve its settlement with
BOC.

BOC is represented by Scott A. Zuber, Esq., at Pitney Hardin Kipp
& Szuch LLP, in Morristown, New Jersey, and Jean R. Robertson,
Esq., at McDonald Hopkins Co. LPA, in Cleveland, Ohio.  WPSC is
represented by James M Lawniczak, Esq., at Calfee Halter &
Griswold LLP, in Cleveland, Ohio. (Wheeling-Pittsburgh Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


WORLDCOM: MCI Reaffirms Fin'l Guidance and Clarifies 8-K Filing
---------------------------------------------------------------
MCI (WCOEQ, MCWEQ) confirms its current financial guidance as
reflected in its 8-K filing with the Securities and Exchange
Commission dated July 7, 2003.

To further clarify MCI's 8-K filing dated August 18, 2003 with the
Securities and Exchange Commission, the reference to the KPMG
internal controls review relates to a company Form 8-K filing from
June 3, 2003 in which it disclosed material weaknesses identified
by KPMG.

The reference in the August 18, 2003 Form 8-K reporting June 2003
financial results indicate " ... all previous guidance regarding
future financial performance issued by the Company is no longer in
effect and should be ignored" refers to all pre-bankruptcy
projections of future company performance.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on the number of company-owned POPs, and wholly- owned data
networks, WorldCom develops the converged communications products
and services that are the foundation for commerce and
communications in today's market. For more information, go to
http://www.mci.com


WORLDCOM INC: Bloomberg Wants to Access Restricted Fee Documents
----------------------------------------------------------------
Bloomberg LP asks the Court for permission to intervene in the
Debtors' cases and access the first quarter fee applications and
related documents filed under seal on June 13, 2003 by Houlihan
Lokey Howard & Zukin Capital and FTI Consulting, Inc. pursuant to
a June 12, 2003 Court Order.  Bloomberg wants to inspect and copy
the documents.  Bloomberg believes that the sealed Fee
Applications relate to matters of manifest public concern and
must therefore be published.

Bloomberg operates a 24-hour global news service known as
Bloomberg News.  Bloomberg News is a national newsgathering
organization that reports on political, business, financial and
legal events.  Bloomberg News provides up-to-the-minute news
directly to more than 100,000 terminals that comprise the
Bloomberg Network and to millions more readers via the Internet
and in its more traditional role of a wire service.

Houlihan Lokey is retained by the Official Committee of Unsecured
Creditors as financial advisor.  FTI provides forensic accounting
services to the Unsecured Creditors' Committee.

Thomas H. Golden, Esq., at Willkie Farr & Gallagher, in New York,
contends that news reporting services like Bloomberg have
standing to intervene in civil cases, including bankruptcy
proceedings, to challenge protective orders and to obtain access
to information or judicial proceedings.  Mr. Golden cites that in
Air Line Pilots Ass'n, Int'l v. American Nat'l Bank & Trust Co.
(In re Ionosphere Clubs, Inc.), 156 B.R. 414, 431 n.6 (S.D.N.Y.
1993), the Ionosphere Court indicated that the press has standing
to intervene in actions to petition for access to bankruptcy
proceedings and records.  In Kelly v. City of New York, No. 01
Civ. 8906 (AGSDF), 2003 WL 548400, at *3 (S.D.N.Y. Feb. 24,
2003), the Kelly Court noted that newspapers are entitled to
intervene "in order to articulate the public interest in access
to [court] records".

In support of sealing the Fee Applications, the Unsecured
Creditors' Committee asserted that documents "contain
confidential information pertaining to the Debtors, which, if
publicly disclosed, could cause holders of equity interests and
debt instruments to trade such interests and instruments in
reliance thereupon and (b) have a severe detrimental effect on
the businesses of the Debtors."  But Mr. Golden points out that
the Committee did not assert that a disclosure would work a
competitive disadvantage to the Debtors, or explain why it
believed that disclosure of truthful information to the Debtors'
securities holders would somehow be unwarranted.

Mr. Golden argues that the Committee ignores the meaning of
"commercial information" as defined by the Second Circuit:

     "Commercial information has been defined as
     information which would cause 'an unfair advantage
     to competitors by providing them information as to the
     commercial operations of the debtor.'"  Orion, 21 F.3d
     at 27 (quoting In re Itel Corp., 17 B.R. 942, 944 (9th
     Cir. BAP 1982)).

Mr. Golden explains that the Orion Court had reviewed in camera
the information sought to be sealed and found that it qualified
as confidential commercial information.  The information in Orion
consisted of a licensing agreement and other relevant material,
disclosure of which would reveal the overall structure, terms and
conditions of the licensing agreement and "render[] very likely a
direct and adverse impairment to Orion's ability to negotiate
favorable promotion agreements, thereby giving Orion's
competitors an unfair advantage."

"In the present instance, the Committee has not even contended
that the alleged detrimental effect of the disclosure on the
Debtors would be the result of any unfair advantage that the
Debtors' competitors would gain based on the disclosure," Mr.
Golden tells Judge Gonzalez.

Bloomberg believes that the information that the Committee seeks
to shield from the public is truthful.  Mr. Golden asserts that
the Committee fails entirely to explain why truthful information
should be shielded from the Debtors' securities holders, many of
whom have already been victimized by the Debtors' lack of candor.
According to Mr. Golden, it would seem highly anomalous that the
information should be available to the Committee and to other
interested parties in this case, but not available to the
Debtors' equity and debt holders or to the public at large.
(Worldcom Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


* FTI Promotes Ten Professionals to Senior Managing Director
------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier national provider of
turnaround, bankruptcy and litigation-related consulting services,
announced that Jim Barratt, Daniel Brandt, Chuck Carroll, Rocky
Ho, Michael Levitt, Finbarr O'Connor, Dan Regard, Seth Rierson,
Louis Robichaux and Marc Weinsweig have been promoted to senior
managing directors, effective July 1, 2003. In addition, the firm
has announced that Ednaldo Silva, PhD, has joined the firm as a
director in the forensic & litigation advisory practice.

Commenting on the new appointments, Stewart Kahn, president and
chief operating officer, FTI Consulting said, "We are proud that
these individuals are part of the FTI team, and we are pleased to
recognize them for their efforts. They exemplify our commitment to
building an integrated consulting practice with the most talented
professionals in the country."

               Senior Managing Director Promotions

Jim Barratt, located in Washington, DC, has utilized the
experience he acquired while at the Enforcement Division of the
Securities and Exchange Commission, an international public
accounting firm, and the internal audit department of a major
corporation to rapidly expand FTI's forensic accounting and
securities litigation practice. Mr. Barratt has led a number of
engagements, including the internal investigation of accounting
and financial reporting irregularities at Freddie Mac, and has
advised clients on accounting and audit issues in SEC enforcement
proceedings.

Daniel Brandt, located in Saddle Brook, NJ, specializes in
turnaround and crisis management. Mr. Brandt's turnaround advisory
assignments have included strategic planning, cash-flow
forecasting and cash management, business plan preparation and
analysis, and trade and investor relations. He has advised various
constituencies, including lenders in various turnaround
situations, and has acted as financial adviser to companies in
troubled situations or bankruptcy.

Chuck Carroll, located in Dallas, TX, has represented lender
groups as well as major companies in numerous, significant
financial and operational restructurings. During his 15-year
career he has gained experience in a variety of industries,
including retail, energy, manufacturing and healthcare. Chuck's
expertise includes corporate restructuring, loan workouts, crisis
management, business regeneration and merger and acquisitions.

Rocky Ho, located in San Francisco, CA, has more than ten years of
corporate advisory experience related to restructuring,
emphasizing financial, strategic and operational issues,
privatization, capital markets and other corporate finance
matters. Mr. Ho's recent engagements have involved providing
advisory services to public and private companies in energy,
financial services and high-technology.

Finbarr O'Connor, located in New York, NY, specializes in
restructuring consulting services. Mr. O'Connor has advised a
range of public companies, leading financial institutions and
other constituencies on some of the largest financial
restructurings in the United States. As a restructuring adviser,
he has devised and implemented corporate-improvement strategies,
negotiated many recapitalizations and reorganization plans, and
undertaken numerous corporate valuations. Throughout his career,
Mr. O'Connor has been engaged in a number of international
restructuring matters and has practiced in both the United Kingdom
and Ireland. Mr. O'Connor is expected to be an integral part of
our future European practices.

Michael Levitt, located in Atlanta, GA, specializes in providing
turnaround advisory services and bankruptcy consulting to various
constituencies, including both debtors and creditors. He has
developed strategic business plans and turnaround strategies,
analyzed company operations, negotiated with lenders, and served
as interim manager. Mr. Levitt has over 30 years of financial and
operations management experience in public and private companies.

Dan Regard, located in Washington, DC, has successfully developed
FTI's electronic evidence consulting practice in New York and
Washington, DC. Moreover, he has built the company's initial
service offering involving forensic technology and complex
database analysis to complement the existing forensic accounting
and complex litigation practices.

Seth Rierson, located in Chicago, IL, has played a key role in the
expansion of FTI's litigation technology practice over the past
few years. Mr. Rierson has extended FTI's trial and digitized
video offerings through the use of TrialMax(TM) (FTI's proprietary
trial presentation software). He has also created a new
consultative offering premised on improving litigation efficiency
through centralized document management and data hosting:
corporate and law firm clients alike have responded favorably to
FTI's leveraged technology, know-how and experience.

Louis Robichaux, located in Dallas, TX, has extensive experience
in providing crisis management, corporate recovery, business
regeneration and expert witness services in most sectors of the
healthcare industry. His engagements have included interim
management, bankruptcy reorganization, loan workouts, operational
turnarounds and process reengineering. Mr. Robichaux has
represented companies, lenders, creditor committees, trustees and
other parties of interest.

Marc Weinsweig, located in Washington, DC, has been an adviser on
several of the largest bankruptcies and workouts in the United
States. During the past nine years, Mr. Weinsweig has provided
bankruptcy, restructuring and turnaround services to companies,
lenders and other stakeholders. He develops and negotiates
reorganization plans for companies and their operations by
providing valuation analysis, appropriate capital structures,
creation of financial models and projections.

                    New Transfer Pricing Expert

Ednaldo Silva, PhD, located in Washington, DC, has been appointed
a director in the forensic & litigation advisory practice. He
specializes in transfer pricing, securities valuation and damages
(lost income) estimation. Dr. Silva has written and lectured
widely about transfer pricing, applied statistics and input/output
analysis. Prior to joining FTI, Dr. Silva was a senior economist
at Shearman & Sterling, where he worked in the areas of transfer
pricing, securities valuation and international trade. He was also
a drafter of the Section 482 (transfer pricing) regulations, and
made significant contributions to the comparable profits method,
best method rule and arm's length range concept.

FTI Consulting is a multi-disciplined consulting firm with leading
practices in the areas of turnaround, bankruptcy and litigation-
related consulting services. Modern corporations, as well as those
who advise and invest in them, face growing challenges on every
front. From a proliferation of "bet-the-company" litigation to
increasingly complicated relationships with lenders and investors
in an ever-changing global economy, U.S. companies are turning
more and more to outside experts and consultants to meet these
complex issues. FTI is dedicated to helping corporations, their
advisers, lawyers, lenders and investors meet these challenges by
providing a broad array of the highest-quality professional
practices from a single source.


* Kroll Zolfo Cooper Hires Daniel G. Montgomery as Sr. Director
---------------------------------------------------------------
Kroll Zolfo Cooper LLC, the financial consulting subsidiary of
Kroll Inc. (NASDAQ:KROL), announced that Daniel G. Montgomery has
been named a senior director in its Corporate Advisory and
Restructuring practice. Montgomery most recently served as the
executive director of the Air Transportation Stabilization Board,
authorized by Congress to issue Federal loan guarantees to air
carriers that suffered losses due to September 11, 2001 terrorist
attacks. Montgomery was the ATSB's principal executive responsible
for the review and evaluation of air carrier loan guarantee
applications.

"With rare exceptions, airlines have struggled to keep their
businesses operating through short-term fixes as opposed to
reshaping their business models for long-term success," observed
Steve Cooper, Chairman of Kroll Zolfo Cooper. "Dan's finance
background and his insight into today's air transportation issues,
make him uniquely qualified to help companies transform businesses
that don't work into ones that can perform for the long-haul."

Prior to his appointment to the ATSB in March 2002, Montgomery was
a managing director in the loan structuring and syndications group
at Banc of America Securities, the investment banking and
brokerage arm of Bank of America. During his 11 years with Bank of
America, he specialized in leveraged finance and corporate
restructurings in the chemicals, business services and general
industrial sectors. A 1987 graduate of Georgetown University,
Montgomery earned an M.B.A. from the University of Texas in 1991.

"There is no shortage of companies needing help in restructuring
their businesses, whether in the airline industry or in other
underperforming sectors," said Montgomery. "I am delighted to be
able to put my experience to work for a world-class restructuring
team."

Montgomery will work out of the firm's New Jersey office.

Kroll Zolfo Cooper LLC is the financial consulting subsidiary of
Kroll Inc., (NASDAQ: KROL), the world's leading risk consulting
company, with two primary practice areas serving leading
corporations and law firms: Corporate Advisory & Restructuring and
Forensic Accounting & Litigation Consulting. Kroll Zolfo Cooper's
restructuring services include turnaround consulting, creditor
advisory, interim and crisis management, performance improvement,
cross-border restructuring, and corporate finance. The firm's
national Forensic Accounting & Litigation Consulting practice
specializes in forensic and investigative accounting, litigation
consulting, restatement investigations, corporate advisory, and
investigative and security technology consulting. More information
can be found at http://www.krollzolfocooper.com


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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