TCR_Public/030825.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, August 25, 2003, Vol. 7, No. 167   

                          Headlines

3D SYSTEMS: Court Issues Rulings in Patent Infringement Suit
AAMES CAPITAL: Fitch Affirms Class B2F Note Rating at BB
ALLEGIANCE TELECOM: Holland Lauds FCC's Triennial Review Ruling
ALL STAR GAS: Secures Nod to Access $3-Million DIP Financing
AMERCO: Court Gives Nod on Crowell's Retention as Counsel

AMERICAN TECH: Insufficient Funds Spur Going Concern Doubts
AMERICREDIT CORP: Look for Q4 and FY 2003 Fin'l Results Today
ANC RENTAL: Court Gives Go-Ahead for Asset Sale to Cerberus
BOYD GROUP: Discloses Second Quarter 2003 Results
CATELLUS DEV'T: S&P Affirms Rating & Revises Outlook to Positive

CELL-LOC: Commencing 56% Reduction of Non-Management Employees
CBR BREWING CO.: Red Ink Continued to Flow in June 2003 Quarter
CHAMPION ENTERPRISES: S&P Removes Low-B Level Ratings from Watch
CHERRY VALLEY FURNITURE: Voluntary Chapter 11 Case Summary
CINCINNATI BELL: S&P Places Unsecured Debt Ratings on Watch Pos.

CIENA CORP: Third-Quarter 2003 Net Loss Stands at $89 Million
COLD METAL: Tranzon Auctioning Indianapolis Facility
CONSECO: Fitch Withdraws Default Sr. Debt & Preferred Ratings
COOPERATIVE COMPUTING: Holding Q3 2003 Conference Call Tomorrow
CROWN CASTLE: Declares Quarterly Dividend for 12-3/4% Preferreds

CUMMINS INC: S&P Removes Low-B Level Ratings from CreditWatch
DENNY'S CORP: Lloyd Miller, III Discloses 14.5% Equity Stake
DIRECTV LATIN AMERICA: Raven Media's Bid for Trustee Denied
DLJ MORTGAGE: Fitch Takes Rating Actions on Series 1998-2 Notes
EAGLE FOOD: Court Clears 2 Separate Purchase Pacts for 4 Stores

EASYLINK SERVICES: Half-Year Revenues Plummets to $51M from $60M
ENRON CORP: Court Clears BT Exploration Sale to SGA for $21-Mil.
ENVOY COMMS: Has Until October 20 to Meet Nasdaq Requirements
FANSTEEL: Court Extends Lease-Related Decisions through Nov. 7
FEDERAL-MOGUL: Committees Hire Russell Reynolds for Exec. Search

FRIEDE GOLDMAN: Court to Consider Proposed Plan on November 18
GAP INC: Second-Quarter 2003 Results Show Improved Performance
GAP INC: Names Patti DeRosa to Head Creative Talent Development  
GENEVA: Taps Health and Safety to Conduct Environmental Survey
HEADLINE MEDIA: Closes $4.9 Million Private Equity Placement

HEALTHSOUTH: Appoints Robert P. May to Head Ambulatory Services
HERCULES: Rights Pact Amended to Expire on Sept. 19
HORIZON TELECOM: Ability to Continue as Going Concern in Doubt
HUDSON TECHNOLOGIES: Falls Below Nasdaq Min. Listing Requirement
INDYMAC: Fitch Cuts Class BF Rating to Speculative Grade Level

INFOUSA INC: S&P Assigns BB Rating to $145M Senior Secured Debt
KMART CORP: Seeks Clearance for Settlement Agreement with JDA
KMART: Ratings on Two Related Credit Lease Transactions Cut to D
KRYSTAL CO: Declining Operations Spur Outlook Revision to Neg.
LOUIS FREY CO.: Case Summary & 20 Largest Unsecured Creditors

MAGELLAN HEALTH: Brings-In Accenture as Operations Consultants
MED DIVERSIFIED: SEC to Commence Formal Probe into Financials
METROMEDIA FIBER: Bankruptcy Court Confirms Chapter 11 Plan
MOBILE COMPUTING: Conv. Debentures Maturity Extended to Friday
MOONEY AEROSPACE: Meets Business Objectives for First Half 2003

NATIONAL STEEL: Court Finds the Disclosure Statement Adequate
NORSKE SKOG: Exchange Offer Extended Until August 29, 2003
NOVA CHEMICALS: Expects Power Outage to Impair Q3 Fin'l Results
NRG ENERGY: Court Okays Proposed Lease Rejection Procedures
NVIDIA CORP: Completes Acquisition of MediaQ, Inc. Business

OHIO CASUALTY: Appoints Myra C. Selby to Board of Directors
ONESOURCE TECH.: June 30 Balance Sheet Upside-Down by $570,000
PARTHENON: Class B Notes Rating Down to Speculative-Grade Level
PG&E NAT'L: USGen Will Honor Prepetition Critical Vendor Claims
PILLOWTEX: Look for Schedules & Statements Around Sept. 28

POLAROID CORP: Court Extends Lease Decision Time to November 30
PRIMUS: Will Present at New York & Toronto Investor Conferences
QWEST COMMS: Applauds FCC Decision in Broadband Communications
REVCARE: Pursuing Additional Financing from Shareholder FBR
SAFETY-KLEEN: Seeks OK to Buy Land to Implement SCDEC Settlement

SINGING MACHINE: Selling $4 Million of Convertible Debentures
SMITHFIELD FOODS: Reports Improved 1st Quarter Financial Results
STARWOOD COMMERCIAL: Series 1999-C1 Note Ratings Cut & Affirmed
TALKPOINT COMMS: Ability to Continue as Going Concern Doubted
TEMBEC: Inks Agreement to Purchase Nexfor Sawmills in Canada

TENFOLD: Hires Two New Sales Executives in San Francisco Office
TRENWICK GROUP: Selling Trenwick International to Bestpark Ltd.
UNICCO: S&P Affirms Low-B/Junk Ratings After Debt Refinancing
UNITED AIRLINES: Turns to Ernst & Young for Valuation Advice
UNITEDTRUST BANK: On Watch Positive After Merger Announcement

US AIRWAYS: Stipulation Settles APG-America Claims
U.S. STEEL: Names Susan Kapusta as GM of Community Affairs
US UNWIRED: S&P Raises Corporate Credit Rating to CCC- from CC
WARNACO GROUP: Alvarez Adopts Trading Plan under SEC Rule 10b5-1
WARNACO GROUP: Third Point Demands Seat on Warnaco Board

WILLIAMS CONTROLS: UAW Union Ratifies to New Portland Labor Pact
WORLDFCOM INC: MCI Reacts to Release of Triennial Review Order

* Fitch Says Trailing Twelve Month Default Rate Falls in July
* Sheppard Mullin Hires Victoria Spang as Chief Mktg. Officer

* BOND PRICING: For the week of August 25 - 29, 2003

                          *********

3D SYSTEMS: Court Issues Rulings in Patent Infringement Suit
------------------------------------------------------------
3D Systems Corp. (NASDAQ: TDSC) announced that the United States
District Court for the Central District of California issued claim
construction and summary judgment rulings August 20, 2003, in the
EOS GmbH Electro Optical Systems vs. DTM Corporation and
Compression, a division of Moll Industries, Inc., and 3D Systems,
Inc. patent infringement lawsuit. 3D Systems acquired DTM in
August 2001.

As a result of a 1997 license agreement, EOS was licensed under
the 3D Systems' patents to the extent the patents pertain to the
field of laser sintering. The Court ruled that one claim of one of
the 13 asserted 3D Systems' patents, US Patent No. 5,630,981 ('981
patent), licensed to EOS was infringed by the DTM machines at
issue. The Court also ruled with respect to a patent issued to
DTM, US Patent No. 5,990,268 ('268 patent) that a key term was not
able to be construed. The '268 patent covers the use of nylon
powders in laser sintering. In addition, the Court ruled that EOS'
assertion of infringement against DTM, under the licensed 3D
Systems' patents, was not barred by laches and estoppel.

Three other summary judgment motions on behalf of 3D Systems and
DTM were denied. The motions dealt with willful infringement of
the powder '268 patent, validity of the '268 patent, and license
agreement interpretation with respect to EOS being licensed under
the DTM patents acquired by 3D Systems in the merger with DTM. In
other rulings, the Court construed three patent claim terms in a
manner that excludes as being applicable to laser sintering 11 of
the 37 claims EOS has asserted from the 3D Systems' patents as
practiced by DTM.

"3D Systems is disappointed with the rulings but views this as one
step in a long process," said G. Walter Loewenbaum II, Chairman of
the Board of Directors. "3D Systems will appeal the rulings and
believes that the law and the facts favor its position and will
ultimately prevail, particularly given that these issues will be
reviewed anew in the appellate court."

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

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

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

Product pricing in the U.S. ranges from $49,995, for the ThermoJet
printer, to $799,000 for the high-end SLA 7000 system. 3D Systems'
multiple platform product line enables companies to choose the
most appropriate systems for applications ranging from the
creation of design communication models to prototypes to
production parts

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

                         *     *     *

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

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

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


AAMES CAPITAL: Fitch Affirms Class B2F Note Rating at BB
--------------------------------------------------------
Fitch Ratings has affirmed the following Aames Capital Corp issue:
Series 1997-C Group 1:

        -- Classes A5F, A6F affirmed at 'AAA';

        -- Class M1F affirmed at 'AA';

        -- Class M2F affirmed at 'A';

        -- Class B1F affirmed at 'BBB';

        -- Class B2F affirmed at 'BB' and removed from Rating
           Watch Negative.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.

Class B2F is removed from rating watch negative due to lower
projected losses on the collateral pool. Fitch will continue to
closely monitor this transaction.


ALLEGIANCE TELECOM: Holland Lauds FCC's Triennial Review Ruling
---------------------------------------------------------------
Royce J. Holland, chairman and chief executive officer of
Allegiance Telecom, Inc. (OTC Bulletin Board: ALGXQ), the leading
nationwide local exchange carrier, congratulated the Federal
Communications Commission for issuing its long-awaited Triennial
Review ruling.

Thursday's release of the FCC 's Triennial Review Order deals with
the FCC's unbundling rules for local competition.  The FCC's rules
provide the basis for facilities-based competitors, like
Allegiance, to compete against the Bell companies in the small and
medium-sized enterprise market by having equal access to
bottleneck facilities controlled by the Bells.

Holland congratulated the Commission "for implementing a more
granular analysis for local transport and for ensuring that the
local loop bottleneck remains accessible by facilities-based
competitors using today's technology." Holland stated, "We believe
the FCC has done its best to follow the DC Circuit Court's
directive to modify its rules to require a more granular
assessment of competition in a number of areas.  Specifically, the
Commission did a good job in developing a new unbundling test for
loops and transport that reflect the level of competition in these
markets.  In addition, we are extremely pleased in how the
Commission changed its rules to curtail the anticompetitive
activities of Verizon in denying competitors bottleneck facilities
under their phony "no-facilities" policy."

However, despite the Commission's preservation of access to loop
facilities using today's TDM (time division multiplexing)
technology, it expanded the availability of resale of the platform
(UNE-P) while simultaneously denying access to advanced packet-
switching technologies for facilities-based competitors.

According to Holland, this action undermines the real-world
investments that many facilities-based carriers, like Allegiance,
have plowed into the economy in exchange for hollow, worn out
promises of investments by the Bell companies.  Furthermore, the
Commission has frozen Moore's Law for facilities-based competitors
and small businesses across America.  This Commission action --
promoted as a way to incent deployment of new technology -- will
deny competitors access to bottleneck local loop facilities for
the deployment of advanced technology and ultimately relegate
small businesses to one monopoly supplier for advanced broadband
services.

"Unlike the residential market, the SME market does not enjoy any
significant amount of competition from cable, satellite or
wireless," Holland said.  "The deployment of broadband solutions
in this vital segment of the economy has been driven almost
entirely by facilities-based competitors, and it is critical that
the FCC take another look at its decision on broadband to
recognize the distinct market differences that exist between the
residential market and the small and medium business sector."

"Being restricted to the use of today's TDM technology will allow
us to remain competitive in the near term.  After that, due to the
continuing price-performance improvements in advanced packet
technology, competitors will be placed in the same untenable
position that old analog cell phones face today in competing with
advanced digital handsets."

Holland added, "[T]hat the continued technological improvements in
advanced packet technologies will allow telecom service providers
to deliver more calling features, higher bandwidths, and the
ability to rapidly add lines and new features at lower costs."

"If the FCC fails to revise or clarify this aspect of the
Triennial Review decision," Holland continued, "the economic
impact to this vital segment of the American economy will be felt
for years to come as productivity and competitiveness in this
sector will be held hostage by a single monopoly supplier without
any incentive to respond to the market forces of competition."

"It is our hope that the Commission will reconsider its denial of
a competitive choice for integrated broadband services to small
businesses across America or that the courts will do so.  In
either case, we believe this decision should not stand for it
ultimately harms the competitive position of America's critical
small business sector and discourages investment for competitive
facilities," said Holland.

Allegiance Telecom is a facilities-based integrated communications
provider 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
currently 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 market under the symbol ALGXQ.OB.
For more information, visit http://www.algx.com

As reported in Troubled Company Reporter's August 8, 2003 edition,
Fitch Ratings withdrew its 'D' senior unsecured and 'DD' senior
secured debt ratings of Allegiance Telecom. Allegiance filed for
Chapter 11 bankruptcy-court protection on May 14, 2003. Fitch will
no longer be providing financial analysis on this company.


ALL STAR GAS: Secures Nod to Access $3-Million DIP Financing
------------------------------------------------------------
All Star Gas Corporation announced that Debtor-in-Possession
financing has been arranged with its senior secured lenders and
approved by the U.S. Bankruptcy Court. The approximately $3
million in interim financing will be used to support current
operations and to purchase gas in anticipation of delivery
requirements in the coming 2003-2004 fall and winter season.

All Star Gas filed for Chapter 11 reorganization protection on
July 21, 2003, and at the time of the filing noted that the
company had reached agreement in principle with its major
creditors on a post-petition financing plan. The U.S. Bankruptcy
Court has approved the financing on an interim basis, limited to
budgeted needs by the company of approximately $3 million. Final
approval of the financing providing access to additional funding
during the upcoming year is scheduled for hearing before the Court
in September.

"Our number one priority has been and remains today to continue
operating as a safe, reliable supplier of propane for our
customers throughout the restructuring process, and the DIP
financing provides the resources to continue purchasing gas now
for this fall and winter," said John Gordon, chief executive
officer of All Star Gas. "This financing, therefore, is an
important part of providing our existing and new customers with
high levels of service.

"The restructuring of debt was the first step toward improving the
long-term health of All Star Gas, and this financing is another
positive step for the company and its customers," said Gordon.
"Additionally, it's worth noting that the company has met its
propane delivery goals for July and currently is well ahead of its
August goals."

All of the company's 59 retail locations are continuing to operate
throughout the restructuring process.

For more than 30 years, All Star Gas has provided dependable,
affordable propane to residential and business customers. The
company and its subsidiaries currently supply approximately 48,000
customers in Arkansas, Arizona, Colorado, Missouri, Oklahoma and
Wyoming. Further information on All Star Gas is accessible at
http://www.allstargas.com


AMERCO: Court Gives Nod on Crowell's Retention as Counsel
---------------------------------------------------------
AMERCO sought and obtained the Court's authority to employ
Crowell & Moring as its special counsel in connection with the
SEC's "fact-finding inquiry" concerning Amerco's financial
statements.  Crowell & Moring's employment will be under the terms
of an Engagement Letter dated March 20, 2003, and supplemented on
March 21, 2003.

As special counsel, Crowell & Moring will:

    (a) manage and conduct Amerco's response to the SEC
        Investigation, including, but not limited to, responding
        to the SEC's information and related requests;

    (b) represent Amerco and certain of its current and former
        employees in testimony before the SEC; and

    (c) counsel Amerco in other aspects of the SEC Investigation
        and related proceedings.

Jeffrey F. Robertson, Esq., a partner in the Securities
Regulation and Enforcement group of Crowell & Moring LLP, tells
the Court that the firm will charge the Debtor these hourly
rates:

    Partners                  $335 - 550
    Counsel and associates     195 - 550
    Paraprofessionals          120 - 250

Crowell & Moring will also seek Court approval of its out-of-
pocket expenses in connection with its performance of the agreed
services. (AMERCO Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AMERICAN TECH: Insufficient Funds Spur Going Concern Doubts
-----------------------------------------------------------
American Technology Corporation is engaged in design, development
and commercialization of sound, acoustic and other technologies.
Its primary focus is on marketing four of its proprietary sound
reproduction technologies and supplying components based on these
technologies to customers.

The Company's financial statements are presented on a going
concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.
The ability of the Company to continue as a going concern is
contingent upon it obtaining sufficient financing to sustain its
operations and its ability to ultimately generate profits and
positive cash flow from operations. The Company has funded its
operations primarily through the issuance of securities and debt
financings. Other than cash of $1,866,335 at March 31, 2003 the
Company has no other material unused sources of liquidity at this
time. Based on its current cash position and projections for
future revenues and currently planned expenditures, the Company
will need to raise additional capital of approximately $2 million
to continue operations at planned levels during the next twelve
months. While management believes that investment capital in
sufficient amounts will be available to the Company, there can be
no guarantee that American Technoloty will be able to raise funds
on terms acceptable to it, or at all. The Company has significant
debt that comes due in December 2003 and December 2004.

Based on its current plan and assumptions, the Company anticipates
that it will be able to meet its cash requirements for the next
twelve months. Management believes increased product sales may
provide additional operating funds and believes that any
additional investment capital will be available if required.
Management has significant flexibility to adjust the level of
research and development and selling and administrative expenses
based on the availability of resources.

Management expects to incur additional operating losses as a
result of expenditures for research and development and marketing
costs for sound and other products and technologies. The timing
and amounts of these expenditures and the extent of the Company's
operating losses will depend on many factors, some of which are
beyond management's control. Management anticipates that the
commercialization of the Company's technologies may require
increased operating costs, however management cannot currently
estimate the amounts of these costs.

There can be no assurance that any funds required during the next
twelve months or thereafter can be generated from operations or
that such required funds would be available from the
aforementioned or other potential sources. The lack of sufficient
funds from operations or additional capital could force the
Company to curtail, scale back operations, or cease operations and
would therefore have a material adverse effect on the Company's
business.

As such, there is substantial doubt about the Company's ability to
continue as a going concern.


AMERICREDIT CORP: Look for Q4 and FY 2003 Fin'l Results Today
-------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) will release its complete fourth
quarter and fiscal year 2003 operating results today. The company
will issue this earnings release after market close. A conference
call to discuss the results will begin at 5:30 p.m. EDT.

The conference call will be broadcast live for all interested
parties via the company's Web site at http://www.americredit.com  
It is necessary to go to the company's Web site to register,
download and install any necessary audio software prior to the
call. For those who cannot listen to the live broadcast, a replay
will be available shortly after the call is completed.

AmeriCredit Corp. is a leading independent middle-market auto
finance company. Using its branch network and strategic alliances
with auto groups and banks, the Company purchases retail
installment contracts entered into by auto dealers with consumers
who are typically unable to obtain financing from traditional
sources. AmeriCredit has more than one million customers and over
$14 billion in managed auto receivables. The Company was founded
in 1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com

As reported in Troubled Company Reporter's August 11, 2003
edition, Fitch Ratings said it maintained the 'B' rating and
Negative Rating Outlook for AmeriCredit Corp.'s senior unsecured
debt following ACF's announcement of a delay in releasing
operating results for quarter and fiscal year ended June 30, 2003.
Approximately $375 million of debt is affected by this action.

Standard & Poor's Ratings Services placed its 'B+' long-term
counterparty credit rating of AmeriCredit Corp. on CreditWatch
with negative implications.  


ANC RENTAL: Court Gives Go-Ahead for Asset Sale to Cerberus
-----------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained Court nod to sell substantially all of their assets free
and clear of claims, liabilities and encumbrances, pursuant to an
Asset Purchase Agreement, dated as of June 12, 2003, executed by:

    1. the Debtors;

    2. CAR Acquisition Company LLC and any direct or indirect
       subsidiaries of Cerberus Capital Management, L.P.,
       affiliates of Cerberus Capital Management or any newly
       formed entity affiliated with Cerberus Capital Management,
       as Cerberus Capital Management may in its sole discretion
       designate; and

    3. Cerberus Capital Management, L.P.;

               Lessors Want Section 365 Satisfied

At least 25 lessors and parties-in-interest object to the sale
and the resultant assumption and assignment of their contracts
and leases to the successful purchaser, unless the Debtors and
the proposed assignee first satisfy all of the requirements of
Sections 365(b) and (f) of the Bankruptcy Code.  

The Objecting Parties include:

   1. Union Station Venture, Ltd.;
   2. General Electric Capital Corporation;
   3. Metropolitan Nashville Airport Authority;
   4. The City of Albuquerque International Sunport;
   5. Broward County - Ft. Lauderdale - Hollywood International
      Airport;
   6. Metropolitan Washington Airports Authority;
   7. The City of Oakland, a municipal corporation, acting
      through its Board of Port Commissioners;
   8. Pensacola Regional Airport-City of Pensacola;
   9. Sarasota-Manatee Airport Authority;
  10. Tulsa Airports Improvement Trust;
  11. Charlotte/Douglas International Airport;
  12. Port Authority of New York and New Jersey;
  13. Dallas Fort Worth International Airport Board;
  14. Port of Portland;
  15. Kansas City Missouri Aviation Department;
  16. Walt Disney World, Co.;
  17. CIT Communications Finance Corporation;
  18. Rockwell Firstpoint Contact Corp.;
  19. Denver International Airport;
  20. City of Palm Springs;
  21. National Union Fire Insurance Company of Pittsburgh;
  22. San Francisco International Airport;
  23. City of Los Angeles, Dept. of Airport;
  24. H & W Computer Systems, Inc.; and
  25. MBIA Insurance Corporation.

Pursuant to Section 365, a debtor may not assume an executory
contract or unexpired lease if there has been a default in the
contract or lease unless, at the time of assumption, it:

   -- cures, or provides adequate assurance that it will promptly
      cure, the default;

   -- compensates, or provides adequate assurance that it will
      promptly compensate, affected contract parties for any
      actual pecuniary loss resulting from the default; and

   -- provides adequate assurance of future performance under the
      contract or lease.

The Objecting Parties complain that the Debtors have not provided
any financial information regarding the proposed purchaser.  It
does not appear from that the Purchaser's financial condition and
operating performance is similar to the Debtors' financial
condition and operating performance at the time the Debtors
became the lessee under the Leases, as required by Section
365(b)(3)(A).  The Objecting Parties demand strict proof of the
fulfillment of this requirement.

              Texas Taxing Authorities Seek Tax Payment

Certain Texas Taxing Authorities seek payment of various taxes
owed to them by the Debtors.  The Taxing Authorities object to
the Sale if the payment is not satisfied.  Alternatively, the
Taxing Authorities ask the Court to order the Debtors to allocate
a portion of the sale proceeds for the payment of these taxes.

The Texas Taxing Authorities are:

   1. Bell County;
   2. County of Comal;
   3. County of Denton;
   4. Longview Independent School District;
   5. County of Guadalupe;
   6. City of Seguin;
   7. City of Selma;
   8. Seguin Independent School District;
   9. Lateral Roads;
  10. Midland Central Appraisal District;
  11. County of Taylor;
  12. City of Abilene;
  13. Abilene Independent School District;
  14. County of Williamson;
  15. Williamson County RFM;
  16. City of Arlington;
  17. Bexar County;
  18. Cameron County;
  19. City of Carrollton;
  20. Coppell ISD;
  21. Cypress-Fairbanks ISD;
  22. Dallas County;
  23. City of El Paso;
  24. City of Harlingen;
  25. Harlingen CISD;
  26. Harris County/City of Houston;
  27. Hidalgo County;
  28. Houston ISD;
  29. Humble ISD;
  30. Jefferson County;
  31. Katy ISD;
  32. City of McAllen;
  33. Montgomery County;
  34. New Braunfels ISD;
  35. Nueces County;
  36. City of Richardson;
  37. Round Rock ISD;
  38. Tarrant County;
  39. Lubbock Central Appraisal District;
  40. Midland County Tax Office;
  41. Potter County Tax Office;
  42. Randall County Tax Office;
  43. Spring Branch Independent School District;
  44. Clear Creek Independent School District;
  45. Alief Independent School District;
  46. Spring Independent School District;
  47. Brazoria County;
  48. Brazos River Harbor Navigation District;
  49. Special Road & Bridge;
  50. Brazosport Independent School District;
  51. Brazosport College;
  52. Velasco Drainage District;
  53. Northwest Harris County MUD #21;
  54. Northwest Harris County MUD #22;
  55. Arlington ISD;
  56. City of Lake Jackson;
  57. City of Fort Worth;
  58. Fort Worth ISD;
  59. City of Hurst;
  60. Grapevine Colleyville; and
  61. Clayton County Tax Commissioner.

Property taxes constitute a valid, liquidated secured claims
against the Debtors' property and are entitled to priority over
other secured claims under Section 506 of the Bankruptcy Code.  
The laws of the State of Texas, Property Tax Code, Section
32.05(b), give the tax liens securing the property taxes
superiority over the lien of any other claim or lien against the
property.  This tax claim is entitled to priority as a secured
claim, and over other secured claims, pursuant to Bankruptcy Code
Section 506.

These Taxing Authorities have each filed prepetition secured
proofs of claim against the Debtors for ad valorem property taxes
assessed against the Debtors' real and personal property for
years 2001 and prior.  The aggregate prepetition tax debt
asserted by the Taxing Authorities is:

      Tax Authority                  Prepetition Tax Debt
      -------------                  --------------------
      City of Arlington                    $10,019
      Bexar County                         506,684
      Cameron County                         7,023
      City of Carrollton                     5,888
      Coppell ISD                           18,063
      Cypress-Fairbanks ISD                 23,058
      Dallas County                        775,444
      City of El Paso                       42,314
      City of Harlingen                     10,009
      Harlingen CISD                        28,576
      Harris County/City of Houston        984,167
      Hidalgo County                        25,966
      Houston ISD                          168,435
      Humble ISD                            13,321
      Jefferson County                      42,617
      Katy ISD                             111,493
      City of McAllen                        4,891
      Montgomery County                     27,661
      New Braunfels ISD                     12,305
      Nueces County                         28,087
      City of Richardson                    22,496
      Round Rock ISD                        10,720
      Tarrant County                       714,893

                      Cure Amount Objections

These entities object to the cure amounts determined by the
Debtors:

                         Cure Amount       Cure Amount
                         Determined        Determined
         Entity         by the Entity      by the Debtors
         ------         -------------      --------------
   Charleston County
   Aviation Authority        $74,195           $8,347

   Port Authority of
   New York & New Jersey   2,438,504         not stated

   Dallas Fort Worth
   International Airport      59,188         not stated

   Port of Portland        1,233,000         not stated


                          *   *   *

Judge Walrath affirms the Debtors' business judgment and approves
the sale of substantially all of their assets to Cerberus Capital
Management LP.  Cerberus emerged as the winning bidder at the
Auction.  Cerberus will assume $2,060,000,000 of the Debtors'
liabilities.  Aside from the sale price, Cerberus will provide
the Debtors a line of credit of up to $150,000,000.  The sale is
expected to close by September 30, 2003.

The offspring car rental company will be named Vanguard, which
will be managed by William Lobeck as chief executive officer.  
Mr. Lobeck used to head National, which became AutoNation Inc.
after a series of buy-outs and mergers.  Mr. Lobeck will replace
William Plamondon, ANC Rental's current CEO.

Tribune Business News reports that most of the proceeds of the
sale will be distributed to the Debtors' secured creditors like
Lehman Brothers and Liberty Mutual Insurance Company.  Unsecured
creditors like General Motors, Walt Disney World and Perot
Systems stand to gain little from the transaction.

The Court is yet to issue a final order.  Several objections to
the sale have been resolved. (ANC Rental Bankruptcy News, Issue
No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BOYD GROUP: Discloses Second Quarter 2003 Results
-------------------------------------------------
Boyd Group Income Fund (TSX: BYD.UN) announced its financial
results for the second quarter and six months ended June 30, 2003.
These results reflect two months of the operations of The Boyd
Group Inc. and four months operating as Boyd Group Income Fund.
Distributable cash generated for the four months as an income
trust was $2.4 million ($0.421 per unit and non-controlling share)
and distributions paid or declared for the four months were $1.7
million ($0.38 per unit and $0.152 per non-controlling share for a
weighted average of $0.294 per unit and non-controlling share).
Net income for the quarter was $563 thousand compared to $656
thousand in the second quarter a year ago. Net income for the
first six months, before non-recurring expenses, was $1.5 million
compared to net income of $1.8 million in the same period last
year.

    ($000s)                    Three Months     Six Months Ended
                               Ended June 30         June 30
                               2003     2002      2003     2002
                               ----     ----      ----     ----
    Sales                     $32,386  $34,817   $68,533  $71,225

    Net Income (before non-recurring
     expenses)                   $563     $656    $1,497   $1,764
    Net Income                   $563     $656      $302   $1,764

    Distributable Cash
     (since Feb 28,2003)       $1,834      N/A    $2,394      N/A

    Cash Distributions Declared
     (since Feb 28, 2003)      $1,264      N/A    $1,675      N/A

The second quarter decline in sales and earnings is primarily
attributable to the impact of translating the results from Boyd
Group's U.S. operations at a lower U.S. to Canadian dollar
exchange rate relative to the corresponding period a year ago.
Boyd Group's sales and earnings for the first six months of 2003
were also impacted by the U.S. to Canadian dollar exchange rate.
Additionally, Boyd Group's net income for the first three months
of 2003 was negatively impacted by one-time costs related to its
reorganization from a corporation to an income trust and its
subsequent initial public offering. In spite of these factors,
distributable cash generated, both for the second quarter and
since the inception of Boyd Group Income Fund, exceeded cash
distributions declared by 45% and 43% respectively.

"The Boyd Group Income Fund provides a top quartile yield for its
unit holders, relative to other income trusts, and we continue to
generate distributable cash in excess of our current distribution
targets," said Terry Smith, President and CEO. "Our strategy to
build the business and enhance unit holder value involves
realizing greater operational efficiencies, expanding our network
of repair centres, building brand awareness and ultimately,
further increasing cash flow from operations."

The conversion of Boyd Group into an income trust took place
following the overwhelming approval of securityholders, to support
a Plan of Arrangement proposed at a special meeting held in
January 2003. The reorganization of Boyd Group into an income
trust was completed concurrently with the completion of the Fund's
$9.0 million initial public offering, which closed on February 28,
2003.

The Boyd Group will host a conference call to discuss its 2003
first half results on August 27th at 11:00 a.m. EST. The call will
be audio-cast live and archived for 90 days at
http://www.financialdisclosure.caand http://www.boydgroup.com.

The Boyd Group operates 64 corporate locations with annualized
sales of approximately $140 million. It is the largest operator of
collision repair shops in Canada and among the largest in North
America. In addition to its corporate locations, Boyd also has
eight franchise locations operating under its trade names. The
Boyd Group is focused on acquiring additional corporate locations
as part of its plan to be a leader in the consolidation of the
highly fragmented North American collision repair industry,
recently estimated to generate approximately $50 billion (Cdn.) in
revenue annually.

                          *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'B+' rating to Boyd Gaming Corp.'s $300
million senior subordinated notes.

Standard & Poor's also affirmed it 'BB' corporate credit rating
on Boyd. The outlook is stable.


CATELLUS DEV'T: S&P Affirms Rating & Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Catellus
Development Corp. to positive from stable. At the same time, it
affirmed its 'BB' corporate credit rating on Catellus. Currently,
the San Francisco-based real estate company has no rated
securities outstanding.

"The outlook revision reflects the potential benefits from
Catellus' planned conversion to a real estate investment trust
(REIT), including potential for greater operating stability and
broader access to capital. These benefits will continue to be
offset by Catellus' ongoing pursuit of development and investments
in new markets," said Standard & Poor's credit analyst Scott
Robinson.

Catellus has appropriately capitalized on this past cycle's
development opportunities to profitably expand its stabilized
operating portfolio. This expansion bolstered both the overall
size and geographic diversity of the core portfolio, which in turn
has created a more stable revenue stream. Catellus has
accomplished this while maintaining fairly stable financial
measures. Once the REIT conversion is completed, a thorough
review of Catellus' revised operating and financial strategy will
be conducted to determine the extent to which ratings might
improve.


CELL-LOC: Commencing 56% Reduction of Non-Management Employees
--------------------------------------------------------------
Cell-Loc Inc. (TSX: CLQ) announced that it has provided working
notice to 56 percent of its staff. No management positions were
eliminated. The working notice to employees will result in reduced
staffing during the next one to five weeks.  

Cell-Loc Inc. ( http://www.cell-loc.com), a leader in the  
wireless location industry, is the developer of Cellocate(TM), a
family of network-based wireless location products that enable
location-based services. Located in Calgary, Alberta, Cell-Loc
currently develops, markets and supports its patented wireless
location technology in Asia as well as North and South America,
with a view to expanding globally. Cell-Loc is listed on the
Toronto Stock Exchange under the trading symbol: "CLQ."

                       *   *   *

As reported previously, the company's December 31, 2002 total
cash balance of $562,000 represents a $1.0 million, or 63
percent, decrease from the first quarter cash balance of $1.5
million.  The working capital balance has increased to $307,000
from a working capital deficiency of $2.47 million for the
period ended September 2002. The increase in working capital for
the period ended December 31, 2002 is a direct result of de-
consolidating TimesThree Inc. Subsequent to the quarter end, the
Company received $970,400 from the January 2003 private
placement. The Company has entered into contracts to sell a
portion of the assets formerly classified as available for
deployment, the proceeds from which will be a source of near
term cash. In the absence of the Company selling the network
equipment contracted for sale or the Company generating cash by
licensing its technology to third parties, the Company will
deplete its cash reserves at the end of March 2003. The
Company's monthly use of cash continues to be scrutinized to
ensure optimal use of cash resources.


CBR BREWING CO.: Red Ink Continued to Flow in June 2003 Quarter
-----------------------------------------------------------
CBR Brewing Company, Inc. (OTC Bulletin Board: CBRAF) announced
the results of its operations for the three months ended June 30,
2003, reporting net sales of $13,155,359 and a net loss of
$3,074,051, as compared to net sales of $18,723,223 and a net loss
of $15,869,060 for the three months ended June 30, 2002.

Included in net loss for the three months ended June 30, 2002 was
a charge of $9,879,518 for the impairment of property, plant and
equipment. Net loss per common share (basic and diluted) was $0.38
in 2003 and $1.98 in 2002. Weighted average common shares
outstanding were 8,010,013 in 2003 and 2002 (basic and diluted).

For the six months ended June 30, 2003, the Company reported net
sales of $22,312,323 and a net loss of $23,838,419, as compared to
net sales of $40,189,722 and a net loss of $15,923,237 for the six
months ended June 30, 2002. Included in net loss for the six
months ended June 30, 2003 was a charge of $7,861,446 for the
impairment of property, plant and equipment, as compared to a
charge of $9,879,518 for the impairment of property, plant and
equipment for the six months ended June 30, 2002. Net loss per
common share (basic and diluted) was $2.98 in 2003 and $1.99 in
2002. Weighted average common shares outstanding were 8,010,013 in
2003 and 2002 (basic and diluted).

For the six months ended June 30, 2003, the Company's affiliate,
Noble Brewery, recorded a charge of $26,457,831 for the impairment
of property, plant and equipments.

During the three months ended June 30, 2003 and 2002, the Company
sold 34,458 metric tons and 40,816 metric tons of beer,
respectively, a decrease of 15.6%. During the six months ended
June 30, 2003 and 2002, the Company sold 59,429 metric tons and
80,530 metric tons of beer, respectively, a decrease of 26.2%. The
decrease in sales volume in both dollars and tonnage during the
three months and six months ended June 30, 2003, as compared to
the three months and six months ended June 30, 2002, was mainly
attributable to the following factors: a decrease in the volume of
beer sold, which the Company attributes to the reorganization of
the Company's marketing teams and marketing strategies; the
reduction in sales branch offices; the outbreak of severe acute
respiratory syndrome in China; reduced demand for Pabst Blue
Ribbon beer, as a result of increasing competition from local
brand beers, which sell at lower price points; the lowering of the
selling price for some of the Company's Pabst Blue Ribbon beer
products, in order to encourage distributors to enhance their
respective promotional activities; and an increased proportion of
local brand beers, which are sold at lower price points.

The beer market in China has continued to experience a weakening
in consumer demand for foreign branded premium beers in China and
increasing competition from local and foreign premium brands of
beer. In response, the Company has overhauled its operations and
marketing programs, reduced costs and introduced several new local
brand beers. The Company expects that these adverse market
conditions will continue in 2003, resulting in operating losses at
least for the remainder of 2003.

The Company, through its subsidiaries and affiliates, is engaged
in the production, distribution and marketing of Pabst Blue Ribbon
beer in China. As of June 30, 2003, the Company owned effective
interests of 60%, 24% and 33% in three brewing facilities in China
producing Pabst Blue Ribbon beer that are managed by the Company.
The Company produces Pabst Blue Ribbon beer under a sub-license
agreement with Guangdong Blue Ribbon Group Co. Ltd., an affiliated
company, which expires concurrently with the expiration of the
existing master license agreement between Guangdong Blue Ribbon
Group Co. Ltd. and Pabst Brewing Company on November 6, 2003.

                         Licensing Matters

Noble China Inc., is a Canadian public company that is the 60%
owner of Noble Brewery, a Pabst Blue Ribbon brewing facility
located in the City of Zhaoqing, People's Republic of China, in
which the Company has a 24% net equity interest. In May 1999,
Noble China entered into a license agreement with Pabst Brewing
Company granting it the right to utilize the Pabst Blue Ribbon
trademarks in connection with the production, promotion,
distribution and sale of beer in China for 30 years commencing
November 7, 2003.

To date, the Company and Noble Brewery have not renewed their
respective Pabst Blue Ribbon sub-license agreements, which expire
on November 6, 2003. The inability of the Company or Noble Brewery
to enter into an agreement with Noble China under acceptable terms
and conditions to allow the Company and Noble Brewery to continue
to produce, distribute and market Pabst Blue Ribbon beer in China
subsequent to November 6, 2003 would have a material adverse
effect on the Company's future results of operations, financial
position and cash flows, including the possible formation of
strategic alliances with other brewing groups in China.

Zhaoqing City Lan Wei Alcoholic Beverage (Holdings) Limited, a
company controlled by the City of Zhaoqing, owns Mega Gain
Investment Co. Ltd., which in turn owns a 19.6% equity interest in
Noble China. On November 12, 2002, a new board of directors of
Noble China was elected, consisting of three candidates nominated
by Lan Wei.

As previously announced, Noble China continues to face serious
liquidity concerns in ongoing funding of its corporate operations
and interest on its CDN$30,000,000 of 9% Convertible Subordinated
Debentures, and as a result is in default of its obligations under
the Debentures. The holders of the Debentures are therefore in a
position to enforce their rights on default. If the Trustee or the
holders of the Debentures elect to enforce these rights, Pabst
Brewing Company may be in a position to terminate the Pabst master
license agreement previously granted to Noble China, which becomes
effective on November 7, 2003.

Both Noble Brewery and the Company have substantial investments in
property, plant and equipment dedicated to the production of Pabst
Blue Ribbon beer in China. In order to maintain each entity's
respective rights to produce, distribute and market Pabst Blue
Ribbon beer in China subsequent to November 6, 2003 and thus
preserve the value of these investments, Lan Wei has been
exploring various ways to reorganize Noble China and preserve the
Pabst master license agreement in a manner that would inure to the
benefit of the Company. Accordingly, representatives of the City
of Zhaoqing have been in discussions with the holders of a
majority of the Debentures regarding a reorganization of Noble
China and with Pabst Brewing Company regarding a reorganization of
Noble China and a restructuring of the master license agreement.

These discussions have led to a preliminary agreement in principle
with the holders of a majority of the Debentures regarding the
reorganization of Noble China, which would involve the settlement
in full of the outstanding Debentures. In addition, a non-binding
term sheet has been entered into with Pabst Brewing Company that
contemplates the preparation of a new master license agreement,
effective upon the reorganization of Noble China.

These preliminary agreements are both conditional on Noble China
being able to implement a formal reorganization of its Debentures
and its issued capital. The successful reorganization of Noble
China is subject to the preparation and execution of definitive
agreements and a plan of compromise or arrangement, compliance
with all applicable laws and regulations, and the funding,
approval and consummation of a court-approved plan of compromise
or arrangement of Noble China.

In order to fund such reorganization efforts, Lan Wei borrowed
approximately $3,241,000 from the Company in March 2003, with
interest at 3.9% per annum, due and payable no later than
December 31, 2003.

On May 27, 2003, Noble China announced that it had entered into a
loan facility with Mega Gain, which provides for advances limited
to the minimum necessary to pay for short-term operating expenses
and for the cost to reorganize Noble China's debt and equity. The
advances will bear interest at 6% per annum, payable monthly, and
will be secured by all of Noble China's presented and after-
acquired assets, property and undertakings pursuant to a general
security interest.

As a result of the uncertainty with respect to these matters,
there can be no assurances that Noble China will be successfully
reorganized or that the Company or Noble Brewery will be able to
retain the right to produce and distribute Pabst Blue Ribbon beer
in China subsequent to November 6, 2003.


CHAMPION ENTERPRISES: S&P Removes Low-B Level Ratings from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Champion Enterprises Inc. In addition,
ratings on the company's senior unsecured notes are affirmed.
Furthermore, all ratings are removed from CreditWatch, where they
were placed with negative implications on July 8, 2003, following
the announcement of senior management changes and consequent
uncertainty regarding the company's strategic direction. The
outlook is negative.

"The current ratings are supported by the company's substantial
cash balances and limited near-term refinancing needs. The removal
from CreditWatch follows the recent announcement that Champion
will exit its capital-intensive and unprofitable consumer lending
business," said Standard & Poor's credit analyst James Fielding.

Auburn Hills, Michigan-based Champion's sales, as is now the case
with most industry participants, have been adversely affected by
the prolonged recession in the sector. Rating stabilization is
contingent upon the new management team's ability to improve
operating efficiencies and cost structure, as evidenced by a
return to sustainable profitability. Continued operating losses
would result in further downgrades.


CHERRY VALLEY FURNITURE: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Cherry Valley Furniture, Inc.
        887 Rutledge Avenue
        Charleston, SC 29403

Bankruptcy Case No.: 03-21896

Type of Business: Furniture maker

Chapter 11 Petition Date: August 13, 2003

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: William W. Pepper, ESq.
                  8 Hale Street
                  Charleston, WV 25301
                  Tel: 304-346-0361

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million


CINCINNATI BELL: S&P Places Unsecured Debt Ratings on Watch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit
rating for incumbent local exchange carrier Cincinnati Bell Inc.
on CreditWatch with positive implications. The secured debt
ratings (i.e., the bank loan and senior secured notes ratings) are
not on CreditWatch.

Cincinnati Bell had over $2.4 billion of debt at June 30, 2003.

"The CreditWatch placement reflects Standard & Poor's increasing
confidence that recent changes in the management and board of
directors at Cincinnati Bell are indicative of the company's
intent to remain focused on maintaining strong operations at the
ILEC and improving the balance sheet," said credit analyst Michael
Tsao. Cincinnati Bell has regained its strong business risk
profile as the result of divesting the long-haul data business.
Nevertheless, the company remains exposed to sizable financial
risks due to substantial debt incurred to finance the unsuccessful
long-haul data venture, which left the company aggressively
leveraged with debt to annualized EBITDA of about 4.6 times for
the quarter ended in June 2003 (after adjusting out about $51
million in a one-time charge related to a contract dispute).

If the current management team can demonstrate a commitment to
reducing debt and refrain from aggressively pursuing acquisitions,
Standard & Poor's will raise the ratings that are on CreditWatch
by one notch. In this event, the secured debt ratings would not be
raised because a higher corporate credit rating would
significantly lessen any analytical argument for a notching
differential.

                        *   *   *

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

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


CIENA CORP: Third-Quarter 2003 Net Loss Stands at $89 Million
-------------------------------------------------------------
CIENA(R) Corporation (NASDAQ: CIEN) (S&P, B Corporate Credit
Rating, Negative), a leading global provider of innovative
networking solutions, reported its third quarter results for the
period ending July 31, 2003. Revenue for the quarter totaled $68.5
million, an increase of 37% from same period a year ago. On a
generally accepted accounting principles (GAAP) basis, CIENA's
reported net loss for the period was $88.9 million.

Revenue for the nine months ending July 31, 2003 totaled $212.5
million. On a GAAP basis, CIENA's net loss for the nine-month
period was $271.5 million.

"Our actions to restore profitability and positive operating cash
flow to our business are focused simultaneously on driving
revenue, improving gross margin and aligning our costs in pursuit
of growth market opportunities," said Gary Smith, CIENA's
president and CEO. "This quarter we recognized meaningful revenue
from our recently completed acquisition of WaveSmith, improved our
gross margin and achieved our operating expense targets a quarter
ahead of plan.

"CIENA is a very different company than it was just a year ago,
and we're not finished," said Smith. "We have been taking
deliberate steps to evolve into a more comprehensive network
solutions provider. That transformation extends to every facet of
our business - from the markets we target and the products we sell
to the way we receive and process orders to the way we prioritize
R&D dollars.

"This transformation is not an option," continued Smith. "If CIENA
is going to thrive in today's telecom environment, we must get
bigger, not smaller. We continue to believe that we cannot simply
cost-cut our way back to sustainable profitability. We believe
restoring growth and profitability to our business will require
the combination of expanding our addressable markets while
simultaneously reducing and realigning our spending with the
opportunities we see."

As of the nine months ended July 31, 2003, CIENA's weighted
average shares outstanding were approximately 438,133,000.
Adjusting CIENA's nine-month GAAP results as noted would reduce
the Company's net loss for the period to $0.30 per share.

Third Quarter Performance Highlights

-- Recognized revenue from a record-high 72 customers.

-- Added seven new customers in the quarter, including two
   incumbent carriers.

-- Lowered cash burn 13% sequentially.

-- Ended the quarter with cash and short- and long-term securities
   valued at $1.75 billion, using cash of $68.2 million in the
   quarter.

-- Closed the acquisition of WaveSmith Networks and recognized
   meaningful revenue from the DN platform in the quarter.

-- Achieved operating expense target of low-to-mid $80 million one
   quarter ahead of plan.

-- Reduced inventory for the eighth sequential quarter.

Third Quarter Solution Highlights

-- Launched ONLINE(TM) Metro Service Aggregator to support
   multiple data services in one platform.

-- Integrated management of multiservice solutions extending
   CIENA's point-and-click service provisioning and other
   management functions into the data layer.

-- Introduced enhancements to MetroDirector K2 enabling flexible
   new Ethernet services on existing networks.

-- Announced new CoreStream capabilities enabling end-to-end data
   service offerings and lower network costs.

-- Released ON-DesignerT software suite for automated design,
   validation and turn-up of end-to-end networks.

-- Delivered integrated Ethernet multiplexing on ONLINE Edge(TM).

                         Business Outlook

"We continue to win new customers and to expand the solution set
sold to existing customers," said Smith. "However, the timing of
revenue recognition, particularly with incumbent carriers, remains
difficult to predict with certainty. As a result, we believe
revenue in our fourth fiscal quarter is likely to be between five
percent up or down from our fiscal third quarter revenue,
depending on the timing of significant orders.

"As part of ongoing efforts to transform CIENA and restore
profitability, we also have set new operating expense targets,"
said Smith. "CIENA has consistently viewed cost reduction
holistically - as a process ultimately leading toward a different
CIENA. We believe the restructuring steps taken previously make it
possible for us to reduce ongoing operating expenses by an
additional 10% to 20% over the next year without jeopardizing
customer commitments or near- or long-term growth opportunities.

"Further, we expect to realize a significant portion of our total
longer-term cost savings starting in the first half of fiscal
2004. We also expect to continue to take steps that enable us to
lower our quarterly cash burn and improve our already strong
balance sheet," concluded Smith.

Separately today, CIENA announced its intent to acquire Akara
Corporation, signaling its entree into the growing market for
SONET/SDH-based extended storage area networking (SAN) solutions.
CIENA expects this transaction to be completed in its fourth
fiscal quarter 2003.

CIENA Corporation delivers innovative network solutions to the
world's largest service providers, increasing the cost-efficiency
of current services while enabling the creation of new carrier-
class data services built upon the existing network
infrastructure. Additional information about CIENA can be found at
http://www.ciena.com


COLD METAL: Tranzon Auctioning Indianapolis Facility
----------------------------------------------------
By order of the U.S. Bankruptcy Court for the Northern District of
Ohio, Tranzon will be auctioning Cold Metal Products, Inc.'s
147,900 square foot industrial facility located on 30-plus acres
of land at 2301 S. Holt Road in Indianapolis, Indiana.  

The 147,900 square foot facility features:

     * 30-foot ceiling height;
     * dock-height and drive-in doors; and
     * two 10-ton cranes and one 27-ton crane.

The property, zoned I-4-U and I-3-U, features:

     * primary site consists of 17.8 acres;
     * excess land consists of 13 acres;
     * 90-car parking lot;
     * close proximity to Indianapolis International Airport; and
     * rail service adjacent to property.

Sealed bids must be delivered to Tranzon by 5:00 p.m. on September
10, 2003.  Additional details about the property and bidding
procedures are available at http://www.tranzon.comor by calling  
1-800-868-0458.

Cold Metal Products, Inc. is an intermediate steel processor of
strip and sheet steel for precision parts manufacturers in the
automotive, construction, cutting tools, consumer goods and
industrial goods markets. The Company filed for chapter 11
protection on August 16, 2002 (Bankr. N.D. Ohio Case No. 02-
43619).  Joseph F. Hutchinson Jr., Esq., at Brouse McDowell
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$65,430,000 in assets and $96,484,000 in debts.


CONSECO: Fitch Withdraws Default Sr. Debt & Preferred Ratings
-------------------------------------------------------------
Fitch Ratings has withdrawn the 'D' rating of the senior debt and
preferred stock issued by Conseco, Inc. and its financing units.
The 'D' ratings were assigned on September 9, 2002 following
expiration of the 30-day grace period on unpaid bond interest
payments. Conseco is currently in the process of reorganizing
under Chapter 11 of the US Bankruptcy Code. Fitch expects to
assign ratings to new debt issued upon emergence from bankruptcy.
The timing of such issuance is uncertain.

     Conseco, Inc.

          -- Long-term rating, withdrawn 'D';
          -- Senior debt issues, withdrawn 'D';
          -- Preferred stock rating, withdrawn 'D'.

     Conseco Financing Trust I-VII

          -- Preferred securities, withdrawn 'D'


COOPERATIVE COMPUTING: Holding Q3 2003 Conference Call Tomorrow
---------------------------------------------------------------
Cooperative Computing Inc. will hold a conference call tomorrow,
at 3 p.m. Eastern Standard Time to discuss its third quarter 2003
financial results.  Interested parties may listen to the call toll
free by dialing 1-877-716-4287.  The call will be led by Greg
Petersen Senior Vice President Finance and Administration and
joined by Christopher Speltz Vice President Finance and Treasurer.  
A recording will be available for replay two hours after the
completion of the conference call by calling 1-800-839-7074
passcode 2137.

As reported in Troubled Company Reporter's June 4, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed new $175 million senior unsecured notes issue of
Cooperative Computing Inc., issued under Rule 144a with
registration rights. Proceeds from the sale of the new notes are
expected to be used to tender for the existing $100 million senior
subordinated notes, pay off remaining senior bank debt, and buy
out certain equity holders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit, 'BB-' senior secured bank loan, and 'B-' subordinated debt
ratings on the Austin, Texas-based company. CCI will have $175
million of debt outstanding following the issuance of the notes
and the tendering of the existing notes and repayment of existing
senior bank debt. The outlook is stable.


CROWN CASTLE: Declares Quarterly Dividend for 12-3/4% Preferreds
----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced that the
quarterly dividend on its 12-3/4% Senior Exchangeable Preferred
Stock will be paid on September 15, 2003 to holders of record on
September 1, 2003.  The dividend will be paid in shares of the
Preferred Stock at a rate of 31.875 shares per 1,000 shares.
Fractional shares will be paid in Preferred Stock.

Contact Regarding Dividend Payments:  Patti Knight, Mellon
Investor Services at 214-922-4420.

Crown Castle International Corp. engineers, deploys, owns and
operates technologically advanced shared wireless infrastructure,
including extensive networks of towers and rooftops as well as
analog and digital audio and television broadcast transmission
systems.  Crown Castle offers near-universal broadcast coverage in
the United Kingdom and significant wireless communications
coverage to 68 of the top 100 United States markets, to more than
95 percent of the UK population and to more than 92 percent of the
Australian population.  The Company owns, operates and manages
over 15,500 wireless communication sites internationally.  For
more information on Crown Castle visit: http://www.crowncastle.com

As reported in Troubled Company Reporter's July 11, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
the $230 million convertible senior notes issued by wireless tower
operator Crown Castle International Corp.

Simultaneously, Standard & Poor's affirmed its 'B-' corporate
credit rating on the Houston, Texas-based Crown Castle.

The outlook remains negative. The company had total debt of about
$3.2 billion at March 31, 2003.


CUMMINS INC: S&P Removes Low-B Level Ratings from CreditWatch
-------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and other ratings on Cummins Inc. At the same time,
Standard & Poor's removed all ratings from CreditWatch, where they
were placed April 15, 2003.

"The affirmation reflects our view that although Cummins' unfunded
retiree obligations are a concern, the company's cash funding
requirements appear to be manageable relative to cash flow
generation, assuming several of the company's key end-markets
continue to strengthen," said Standard & Poor's credit analyst
Eric Ballantine.

The outlook is negative.

Columbus, Indiana-based Cummins had about $1.6 billion of debt
outstanding at June 30, 2003.

The negative outlook reflects concerns about Cummins increased
exposure to unfunded pension obligations, which increased by $250
million, to about $650 million at the end of December 2002 from
about $390 million in December 2001.

"We expect that Cummins' unfunded pension obligations will not
materially increase from current levels," Mr. Ballantine said.

Even considering the improving equity markets, which should cause
a rebound in pension portfolio performance, Cummins is going to
have to make relatively large cash contributions (about $100
million in both 2003 and 2004) in the near term to significantly
reduce this exposure. In addition, Cummins had unfunded other
postretirement employee obligations of approximately $645 million
at the end of 2002, bringing the company's total pension and OPEB
liability to just over $1.2 billion at year-end 2002. This is an
increase of about 18% from 2001 levels of about $1 billion.

Cummins is a leading global manufacturer of diesel engines,
natural gas engines and engine components, power-generation
systems, and engine-filtration and exhaust systems.

Although the market for power generation equipment remains very
soft, other key end-markets such as heavy-duty truck are showing
signs of improvement. It is expected that the heavy-duty truck
market will continue to pick up for the rest of 2003 and should
gain further momentum in 2004.

Ratings could be lowered if the company's unfunded postretirement
benefit obligations continue to rise materially, despite increased
funding and other actions to rein in such costs, causing its debt-
like obligations to increase beyond Standard & Poor's current
expectations. Credit quality could also be negatively affected
should end-market recovery de delayed. Under this scenario,
Cummins would probably be unable to strengthen credit measures to
levels sufficient for maintenance of the current rating.


DENNY'S CORP: Lloyd Miller, III Discloses 14.5% Equity Stake
------------------------------------------------------------
Lloyd I. Miller, III, beneficially owns 5,895,117 shares of the
common stock of Denny's Corporation, representing 14.5% of the
outstanding common stock of Denny's.  Mr. Miller holds sole voting
power over 3,864,733 such shares, shared voting power over
2,030,384 shares, sole dispositive power over 3,423,859 shares,
and shared dispositive powers over 2,471,258 shares.

Mr. Miller shares dispositive power over the 2,471,258 of the
securities as an investment advisor to the trustee of certain
family trusts, the trustee to a certain grantor retained annuity
trust, and an investment advisor to certain family members and
other individuals.  He shares voting power with respect to
2,030,384 of the securities as an investment advisor to the
trustee of certain family trusts, and an investment advisor to
certain family members and other individuals.  Mr. Miller has sole
dispositive power with respect to 3,423,859 shares as an
individual, the      manager of a limited liability company that
is the general partner of certain limited partnerships, the
trustee to certain family trusts, and as the custodian to accounts
established under the Florida Uniform Gift to Minors Act.   He has
sole voting power with respect to 3,864,733 shares as an
individual, the manager of a limited liability company that is         
the general partner of certain limited partnerships, the trustee
to a certain retained annuity trust, as the custodian to accounts
established under the Florida Uniform Gift to Minors Act, and as
the trustee to a certain grantor retained annuity trust.

Mr. Miller's principal business address is in Naples, Florida.           

                         *   *   *

As reported, Standard & Poor's Ratings Services lowered its
corporate credit rating on family dining restaurant operator
Denny's Corp. to 'B-' from 'B', its senior secured bank loan
rating to 'B+' from 'BB-', and its senior unsecured notes to 'CCC'
from 'CCC+'. At the same time, all ratings were placed on
CreditWatch with negative implications.

"The rating actions are based on Denny's deteriorating operating
performance and cash flow protection measures, and Standard &
Poor's concern that continued poor performance will constrain its
liquidity," said credit analyst Robert Lichtenstein.


DIRECTV LATIN AMERICA: Raven Media's Bid for Trustee Denied
-----------------------------------------------------------
As previously reported, William H. Sudell, Jr., Esq., at Morris,
Nichols, Arsht & Tunnell, in Wilmington, Delaware, noted that
there is a pervasive interrelationship between DirecTV Latin
America, LLC and Hughes Electronics Corporation and its remaining
affiliates:

    -- Hughes owns 75% of DirecTV's equity;

    -- four of the five members of DirecTV's executive committee
       and six of DirecTV's seven senior officers are Hughes
       employees;

    -- Hughes is DirecTV's DIP financing lender; and

    -- Hughes affiliates provide DirecTV with critical satellite
       services and are many of the local operating companies to
       whom DirecTV provides programming services and funding.

Mr. Sudell argues out that these incestuous relationships
preclude DirecTV from proceeding objectively with its business
restructuring, which requires the re-evaluation and probable
renegotiation of virtually all relationships.  Furthermore, even
DirecTV's business relationships with independent programmers are
subject to conflicts regarding Hughes because those same
programmers also deal extensively with Hughes' 100% owned United
States subsidiary, DirecTV, Inc.

Raven Media Investments LLC, as a holder, inter alia, of a general
unsecured claim against DirecTV of not less than $189,000,000,
sought the Court approval to appoint a Trustee or Examiner for
DirecTV's case.

Alternatively, Raven asked the Court to appoint an examiner with
the responsibility to investigate and file a report on:

    (i) the validity and effect of all inter-company transactions
        between DirecTV and Hughes and its affiliates and
        insiders;

   (ii) the treatment of Hughes' claims against DirecTV,
        including, without limitation, as to issues regarding
        re-characterization;

  (iii) potential claims available to DirecTV's estate against
        its insiders and affiliates, especially Hughes; and

   (iv) substantive consolidation of DirecTV with any of its
        affiliates.

                          Hughes Reacts

Hughes Electronics Corporation addresses the highly inflammatory,
and false, statement made by the Creditors' Committee that the
purported "resistance it has encountered [from DIRECTV Latin
America, LLC in the investigation] is the result of Hughes'
influence. . . ."

Mark D. Collins, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, notes that nowhere in the Committee's
Opposition is there any support for the assertion that Hughes has
in any way obstructed the Committee's investigation of DirecTV.  
The Committee has issued no less than five separate document
requests to Hughes of truly extraordinary breadth.  Hughes
determined to cooperate fully by producing virtually all non-
privileged documents it can reasonably locate that pertain in any
way to DirecTV.  

In fact, Mr. Collins reports, over 2,000 hours of attorney time
have been spent to date collecting, reviewing, and producing
responsive documents to the Committee.  Yet the Committee
conspicuously neglects to mention that Hughes has already
produced to the Committee on a voluntary, informal basis 47 boxes
of documents and is in the process of producing many additional
documents.

Mr. Collins assures the Court that Hughes has never interfered
with the Committee's discovery efforts or indeed with any of the
Debtor's obligations to the Committee.  The Committee's
statement, that it "has no doubt that the resistance [by the
Debtor] it has encountered is the result of Hughes' influence,"
is nothing short of outrageous, particularly in light of Hughes'
agreement to allow the Committee to use up to a total of
$2,000,000 of the proceeds of the DIP financing facility that
Hughes has provided to the Debtor and the proceeds of Hughes'
collateral to fund the Committee's investigation.

In addition, Huron Consulting, the Committee's financial advisor,
has been collecting numerous documents directly from DirecTV's
restructuring advisors, Alix Partners, LLC.  In view of the fact
that DirecTV has certain confidential business information within
its possession concerning some Hughes affiliates, i.e., several
Local Operating Companies, the California Broadcast Center, LLC,
and PanAmSat Corporation, of which Hughes is a majority
stakeholder, DirecTV has, on occasion, appropriately informed
Hughes of certain Huron requests before producing Hughes-related
confidential information to Huron.

For instance, Huron asked for certain technical satellite
information that involved the potential disclosure of CBC and
PanAmSat proprietary data.  Alix Partners, through DirecTV's
counsel, communicated the request to Hughes' counsel, and Hughes
promptly responded that it had no objection to DirecTV's
production.

Accordingly, Hughes is equally offended and perplexed by the
Committee's gratuitous falsehood in the papers filed with the
Court concerning Hughes' supposed interference in its
investigation.

                          *   *   *

Judge Walsh denies Raven Media's request to appoint a trustee or
examiner. (DirecTV Latin America Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


DLJ MORTGAGE: Fitch Takes Rating Actions on Series 1998-2 Notes
---------------------------------------------------------------
Fitch Ratings has taken the following rating actions on the DLJ
Mortgage Acceptance Corp. mortgage pass-through certificates
listed below:

DLJ Mortgage Acceptance Corp, mortgage pass-through certificate,
series 1998-2 Group 1

     -- Class IPP A-1 affirmed at 'AAA';
     -- Class IPP B-1 upgraded to 'AAA' from 'AA';
     -- Class IPP B-2 upgraded to 'AAA' from 'A';
     -- Class IPP B-3 upgraded to 'AAA' from 'BBB';
     -- Class IPP B-4 upgraded to 'A' from 'BB';
     -- Class IPP B-5 upgraded to 'BBB-' from 'B'.

DLJ Mortgage Acceptance Corp, mortgage pass-through certificate,
series 1998-2 Group 2 & 3

     -- Classes IIA, IIIA affirmed at 'AAA';
     -- Class CB1 affirmed at 'AAA';
     -- Class CB2 affirmed at 'AAA';
     -- Class CB3 upgraded to 'AAA' from 'A';
     -- Class CB4 upgraded to 'A' from 'BBB';
     -- Class CB5 upgraded to 'BB+' from 'B+'.

These upgrades are being taken as a result of low delinquencies
and losses, as well as increased credit support. The affirmations
indicate credit enhancement consistent with future loss
expectations.


EAGLE FOOD: Court Clears 2 Separate Purchase Pacts for 4 Stores
---------------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates supermarkets in
Illinois and Iowa, announced that the U.S. Bankruptcy Court for
the Northern District of Illinois approved the sale of certain
Eagle stores. The Court approved two separate purchase agreements
for certain assets related to three of its stores to Hy-Vee and
one store to J.B. Sullivan, Inc.

Hy-Vee purchased certain of the assets related to stores in
Dubuque, Iowa; Bettendorf, Iowa and Moline, Illinois including the
buildings and land of the Dubuque and Bettendorf stores all for
approximately $10.83 million in cash. Under a separate agreement,
J.B. Sullivan, Inc. purchased certain of the assets of the store
in Rochelle, Illinois for $800,000 plus an amount to be determined
for inventory.

Completion of the transactions remain subject to certain
conditions with a final closing expected by September 22, 2003 for
the Hy-Vee transaction and September 5, 2003 for the J.B. Sullivan
purchase.

As previously announced, a court hearing has been scheduled for
September 11, 2003 to consider the sale of certain stores as
determined in last week's auction to The Kroger Company, SVT LLC,
and Harold E. Wisted. In addition, the Company selected J.B.
Sullivan, Inc. as the highest and best offer in connection with
the Eagle store located in Freeport, IL, and the sale is
anticipated to be approved at the September 11th hearing.

The Company continues to pursue opportunities for the balance of
its stores, including setting a subsequent auction for 10 of its
stores on August 28th and extending the bid deadline to September
11th for the remaining stores.

The Company operates 50 Eagle Country Markets in Iowa and
Illinois.


EASYLINK SERVICES: Half-Year Revenues Plummets to $51M from $60M
----------------------------------------------------------------
For the six months ended June 30, 2003, total revenues of EasyLink
Services Corporation were $51.5 million compared to $60.3 million
for the six months ended June 30, 2002. Net income was $49.7
million for the six months ended June 30, 2003 as compared to a
net loss of $3.9 million for the six months ended June 30, 2002.
The 2003 results included gains on debt restructuring and
settlements of $53.7 million.

Although Company revenues for the quarters ended June 30, 2003,
March 31, 2003 and December 31, 2002 have been stable, EasyLink
has experienced declines in revenues for the three and six month
periods ended June 30, 2003 as compared to the comparable periods
ended June 30, 2002. The decrease primarily occurred in the
production messaging services, which include fax, telex and email
hosting, as a result of lower volumes and negotiated customer
price reductions. The Company expects that the declines in
revenues from production messaging services may continue in the
future. Its strategy to grow revenues and to mitigate the effects
of this decline includes the sale of existing and new services to
its large base of existing customers, as well as offering its
services to new customers. Among the new services that EasyLink
has recently introduced are trading community enablement services
such as Web EDI and document capture and management services.

For the years ended December 31, 2002, 2001 and 2000, EasyLink
received a report from its independent accountants containing an
explanatory paragraph stating that the Company suffered recurring
losses from operations since inception and has a working capital
deficiency that raise substantial doubt about EasyLink's ability
to continue as a going concern. As of June 30, 2003, the Company
had $7.1 million of notes payable and capitalized interest payable
within one year. Although the Company has substantially reduced
its outstanding debt obligations, cash payments of principal and
interest due within one year from June 30, 2003, amount to $6.6
million. If the Company's cash flow is not sufficient it may need
additional financing to meet this debt service requirement and
other cash requirements for its operations. However, if unable to
raise additional financing, restructure or settle additional
outstanding debt or generate sufficient cash flow, the Company has
indicated that it may be unable to continue as a going concern.


ENRON CORP: Court Clears BT Exploration Sale to SGA for $21-Mil.
----------------------------------------------------------------
Bonne Terre Exploration Company, L.L.C., a non-debtor Delaware
limited liability company, was formed in 1998 as a joint venture
between Enron and certain of its affiliates, to the extent of
62.5% of the membership interests, and BT Management -- a
subsidiary of Samuel Gary, Jr. and Associates, Inc., to the
extent of 37.5% of the membership interests.  BT Management is
the managing member of BTEC.

On November 6, 2000, Enron and certain of its affiliates formed
BT Exploration by transferring their 62.5% membership interest in
BTEC and their interest in certain of BTEC's assets to BT
Exploration, in exchange for 100% of the membership interests in
BT Exploration.

Beginning in November 2002, Enron North America Corporation began
exploring a possible sale of BT Exploration.  However, BT
Exploration is restricted under various agreements and mineral
leases from disclosing geophysical and drilling information to
third parties absent written consent.  Moreover, the mineral
leases in the project area that are held by BTEC require landowner
consent before they can be assigned to a third party.  During the
BTEC dissolution process, BTEX solicited the consent to assign
from all the landowners and not all agreed to provide their
consent.  Hence, BT Exploration's ability to market its assets has
been severely limited.

ENA concluded that a sale to SGA was in its best interest.  ENA,
through its affiliates, then moved forward with the negotiation of
a definitive agreement.

                 The Purchase and Sale Agreement

On July 9, 2003, BT Management, SGA and BT Exploration executed a
Purchase Agreement containing these salient terms:

A. Purchase Price

    The purchase price for the Assets to BT Management will be
    $21,000,000.  The Purchase Price is subject to the
    Preliminary Adjustment Amount and an additional adjustment
    amount in the amount of any deviation of the Final Adjustment
    Amount and the Preliminary Adjustment Amount.  BT Management
    has placed in escrow an Earnest Money Deposit equal to 10% of
    the Purchase Price and will pay the remainder of the Purchase
    Price at Closing.

B. Assets

    The Assets include, among others:

       (i) the Leases,

      (ii) the Wells,

     (iii) Hydrocarbons attributable to production from the Leases
           after the Effective Time and net proceeds from the sale
           thereof,

      (iv) to the extent assignable, the Contracts,

       (v) the Equipment,

      (vi) the Easements,

     (vii) to the extent transferable, the Permits,

    (viii) to the extent transferable, the Seismic Rights;

      (ix) the Records; and

       (x) BT Exploration's 62.5% membership interest in BTEC.

C. Assumed Liabilities

    BT Management will assume the liabilities set forth in the
    Purchase Agreement, including, without limitation:

      (i) all Liabilities arising out of, in connection with or
          related to the ownership, development, exploration,
          operation, use or maintenance of the Assets, whether
          relating to periods before or after the Effective Time,
          including, without limitation, all Environmental
          Liabilities and Obligations, and

     (ii) Liability for payment of the amounts with respect to the
          Contracts.

D. Termination of Agreement

    The Purchase Agreement and the transactions contemplated
    therein may be terminated prior to the Closing by, inter
    alia:

      (i) the mutual written agreement of BT Management and BT
          Exploration;

     (ii) by either party if the Closing has not occurred on or
          before 60 days after the execution of the Purchase
          Agreement; and

    (iii) by either party if BT Exploration determines an
          Alternative Transaction could reasonably be expected to
          result in a Superior Transaction.

E. Alternative Transaction

    BT Exploration's obligation to close under the Purchase
    Agreement is subject to its right to respond to an
    unsolicited bona fide proposal for an Alternative Transaction
    and, if BT Exploration determines in good faith that the
    Alternative Transaction could be reasonably expected to
    result in a Superior Transaction, BT Exploration may seek
    Bankruptcy Court approval of the Alternative Transaction.

F. Guarantee

    SGA has unconditionally, irrevocably and absolutely
    guaranteed the due and punctual performance and discharge of
    BT Management's obligations under the Purchase Agreement.

Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rules
2002 and 6004 of the Federal Rules of Bankruptcy Procedure, ENA
sought and obtained Court permission to the:

    (a) sale and assignment of substantially all of the assets
        and liabilities of BT Exploration LLC pursuant to the
        Purchase Agreement between BT Exploration, BT Management
        and SGA; and

    (b) consummation of the transactions contemplated therein.
(Enron Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENVOY COMMS: Has Until October 20 to Meet Nasdaq Requirements
-------------------------------------------------------------
Envoy (NASDAQ: ECGI/TSX: ECG) announced that the Nasdaq Listing
Qualifications Hearings Panel has granted Envoy an extension to
allow for approval by the U.S. Securities and Exchange Commission
of modifications to the minimum bid price rule as proposed by
Nasdaq on March 18, 2003, with the exception that, on or before
October 20, 2003, Envoy must evidence a closing bid price of at
least US$1.00 per share for a minimum of ten consecutive trading
days (or such longer period as the Panel, in its discretion, may
determine) and otherwise continue to comply with at least one
additional compliance requirement for continued listing.

As previously announced, at a special meeting held on August 14,
2003, Envoy's shareholders passed a special resolution authorizing
a consolidation (reverse split) of Envoy's common shares on a
basis to be determined by its Board of Directors, such
consolidation not to exceed one new common share for each ten
common shares issued and outstanding. Geoff Genovese, CEO of
Envoy, said: "We will consolidate our common shares at the
appropriate rate to achieve the ten day closing bid price of at
least US$1.00 before October 20, 2003, in the event that we are
not granted additional time by the Panel (as a result of
modifications to the minimum bid price rule proposed by Nasdaq) to
achieve the closing bid price of US$1.00.

Envoy Communications Group (NASDAQ: ECGI/TSX:ECG) is a marketing
and international consumer and retail branding company with
offices throughout North America and Europe. Combining strategy,
creativity and innovation, Envoy's interconnected network of
companies delivers business-building solutions to over 200 leading
global brands and has successfully completed assignments in more
than 40 countries around the world. "john st." is a member of the
Envoy Group of Companies.

                          *   *   *

               Financial Condition and Liquidity

In its Form 10-Q filed on August 30, 2002, the Company reported:

"As at June 30, 2002 and September 30, 2001, the Company was not
in compliance with its covenant calculations under the terms of
its revolving credit facility in respect to 12 month earnings
before interest, taxes, deprecation and amortization.  The lenders
have the right to demand repayment of the outstanding borrowings.
Additional borrowings under the facility are subject to the
approval of the lenders.  The Company is continuing to have
discussions with its lenders regarding amendments to the terms of
the facility.

"The Company is considering all of the options available to it
to finance the amounts owing under the restructuring plans and
expected cash flow shortfalls in the next three months (or other
operating obligations). These options include additional debt or
equity financing under private placements, renegotiating its
bank facilities and the sale of some of its businesses. In
addition, management has made every effort to negotiate the
restructuring charges in such a way as to minimize short-term cash
requirements.

"The ability of the Company to continue as a going concern and to
realize the carrying value of its assets and discharge its
liabilities when due is dependent on the continued support of
its lenders and/or successful completion of the actions discussed
above.

"During fiscal 2001, the Company established an extendable
revolving line of credit under which it can borrow funds in either
Canadian dollars, U.S. dollars or U.K. pounds sterling, provided
the aggregate borrowings do not exceed $40.0 million Canadian.
Advances under the line of credit can be used for general purposes
(to a maximum of $2.0 million) and for financing acquisitions that
have been approved by the lenders. As at June 30, 2002,
approximately $9.8 million had been borrowed under the facility,
none of which was used for general corporate purposes.

"As at June 30, 2002 the Company had a working capital deficit of
$5.4 million compared with a working capital deficit of $430,000
at September 30, 2001. This working capital deficiency arises due
to the fact that the borrowings under the bank credit facility
must be classified as a current liability as a result of the
Company not being in compliance with its covenant calculations.
The decrease in working capital in this period was primarily the
result of the operating loss during the period.

"During the third quarter, the Company negotiated new repayment
terms for the Promissory Note due June 30, 2002.  The Promissory
Note is to be repaid in five monthly installments commencing
July 1, 2002 with interest on the principal balance charged at
8%.

"On April 29, 2002, the Company issued $1.8 million in convertible
debentures. The net proceeds from the sale of the debentures were
used for general working capital purposes to support the Company's
restructuring activities."


FANSTEEL: Court Extends Lease-Related Decisions through Nov. 7
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Fansteel, Inc., and its debtor-affiliates obtained an
extension of their lease decision period.  The Court gives the
Debtors until November 7, 2003 to decide whether to assume, assume
and assign, or reject unexpired nonresidential real property
leases.

Fansteel Inc., a specialty metal manufacturer of engineered metal
components and tungsten carbide products, filed for chapter 11
protection on January 15, 2002 (Bankr. Del. Case No. 02-10109).  
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young Jones &
Weintraub represents the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $64,805,176 in total assets and $91,585,665 in total debts.


FEDERAL-MOGUL: Committees Hire Russell Reynolds for Exec. Search
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates'
reorganization plan provides that 100% of the common stock will be
distributed to the holders of noteholder claims and holders of
asbestos personal injury claims.  The Noteholders and Asbestos
Claimants, as the sole shareholders, are entitled to select
directors and officers of the Reorganized Debtors.

Accordingly, the Official Committee of Unsecured Creditors and
the Official Committee of Asbestos Claimants, seek the Court's
authority to retain the executive search firm, Russell Reynolds
Associates, to assist in the selection of post-confirmation
management personnel, specifically, the chief executive officer
and chief financial officer.

In connection with the searches, Russell Reynolds is expected to:

   * assist in developing position specifications;

   * provide competitive market intelligence;

   * develop detailed strategic plan for executing the searches;

   * agree on target organizations for each position;

   * build a universe of candidates for each position within 15
     days; and

   * present at least three qualified candidates for each
     position in 30 days.

Russell Reynolds estimates that it will take 90 days to conduct
and conclude a search for each position.  Moreover, the searches
may be staggered by 30 days so the CEO can be selected first and
then be included in the CFO selection.  The entire search process
may span 120 days, creating the need to commence the executive
search process immediately in order to have the selected
management in place upon confirmation of the Plan.

The Committees agree to share the results and recommendations of
Russell Reynolds with all of the other Plan Co-Proponents.

Russell Reynolds is a well-known and highly regarded search firm
that has significant experience in the automotive manufacturing
field, and has provided its services in a search for a CEO in a
number of major reorganizations, including, Altera Corporation,
Maidenform, SAFECO, Pillowtex Corporation and Polaroid
Corporation.  In addition, Russell Reynolds assisted the Debtors
in a recently concluded senior vice president search in May 2003.

The Committees agree that Russell Reynolds will be compensated on
a flat rate of $100,000 per search, for a total of $200,000 for
both the CEO and CFO searches.  The search fee will be paid in
three monthly payments invoiced at the initiation of each search
and at the end of 30 and 60 days, specifically distributed as
payments of $33,400, $33,300 and $33,300.  In addition, Russell
Reynolds will be reimbursed for actual expenses including
expenses incurred during the recruiting phase of the search.     

Moreover, the Committees will have the right to terminate either
or both of the searches at any time.  If either search is
completed or terminated before the due dates for the second or
third monthly payments, any remaining payments will not be paid
to Russell Reynolds.     

With respect to the nature of Russell Reynolds' services and
practice, the Committees ask the Court not to subject its fee
application in accordance to Chapter 11 case procedures.  
Instead, the Committees ask the Court to:

   (a) direct Russell Reynolds to invoice the Debtors on a        
       monthly basis with copies provided to all of the Plan Co-
       Proponents and the Office of the United States Trustee;
       and

   (b) authorize the Debtors to promptly pay all invoices upon
       receipt.

The Committees acknowledge that Russell Reynolds, its principals
and its employees do not represent or hold any interest adverse
to the Debtors and its estates, and is a "disinterested person"
as defined by Section 101(14) of the Bankruptcy Code. (Federal-
Mogul Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FRIEDE GOLDMAN: Court to Consider Proposed Plan on November 18
--------------------------------------------------------------
Friede Goldman Halter, Inc. (OTCBB:FGHLQ) said that on August 19,
2003, the Bankruptcy Court entered an Order approving its
Disclosure Statement.

The Disclosure Statement provides information on the Company and
its proposed Plan of Reorganization. Approval of the Disclosure
Statement clears the way for the Company to begin soliciting votes
for its Plan from its creditors and to ultimately exit bankruptcy.

The Disclosure Statement and Ballot will be mailed to over 50,000
claimants in the bankruptcy case and votes will be due no later
than October 17, 2003.

A hearing to confirm the Plan is scheduled for November 18, 2003.

Equity holders will receive nothing under the Plan and all stock
will be cancelled. The remaining assets of the Company and its
subsidiaries will be transferred into a trust for the benefit of
holders of claims approved by the Bankruptcy Court.

Friede Goldman Halter designs and manufactures equipment for the
maritime and offshore energy industries. The company's primary
customers are drilling contractors with operations in eastern
Canada, the Gulf of Mexico, South America, the North Sea, and West
Africa. Chairman J. L. Holloway owns about 20% of FGH.


GAP INC: Second-Quarter 2003 Results Show Improved Performance
--------------------------------------------------------------
Gap Inc. (NYSE: GPS) reported that earnings for the second
quarter, which ended August 2, 2003, rose more than three times
over last year to $209 million, driven by double-digit percentage
increases in sales and gross profit.

Summer marketing helped strengthen customer traffic, particularly
at Gap and Old Navy, while better product assortments and
inventory management resulted in more merchandise being sold at
slightly better margins than during the same period last year, the
company said.

On a diluted basis, earnings per share for the second quarter were
$0.22, compared with $0.06 per share for the same period last
year.  Net income was $209 million, compared with $57 million for
the same period last year.  The company has reported four
consecutive quarters of earnings growth.

Second quarter net sales increased 13 percent to $3.7 billion,
compared with $3.3 billion for the same period last year.  
Comparable store sales were up 10 percent, compared with a prior
year decrease of 7 percent.

"We're very pleased with our momentum and the increased customer
acceptance of our merchandise and marketing -- our strategies are
clearly gaining traction," said Gap Inc. President and CEO Paul
Pressler.  "With each quarter, our product assortments are
stronger, our consumer messages are more targeted, our customer
service focus is sharper and our operations are more disciplined
and efficient.  Our teams are doing an exceptional job."

                 Store Sales Results By Division

The company's second quarter comparable store sales by division
were as follows:

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

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

     *  Banana Republic: positive 5 percent versus negative 5
        percent last year

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

Net sales for the second quarter in each division were as follows:

     *  Gap U.S.: $1.2 billion versus $1.1 billion last year

     *  Gap International: $468 million versus $374 million last
        year

     *  Banana Republic: $497 million versus $465 million last
        year

     *  Old Navy: $1.5 billion versus $1.3 billion last year

                  Year-to-Date Sales Results

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

                      Real Estate Outlook

For the second quarter, Gap Inc. decreased net square footage by 1
percent from the same period last year.  The company reiterated
its guidance for 2003 of an expected 2 percent decline in square
footage for the full fiscal year.

Gap (S&P, 'BB+' corporate credit and senior unsecured ratings,
Negative) brand stores are reported based on concepts and
locations.  Any Gap Adult, GapKids, babyGap or GapBody that meets
a certain square footage threshold has been counted as a store
concept, even when residing within a single physical location that
may have other concepts.


GAP INC: Names Patti DeRosa to Head Creative Talent Development  
---------------------------------------------------------------
Gap Inc. (NYSE: GPS) announced that specialty retail veteran
Patricia "Patti" DeRosa will join the company in a newly created
human resources position as senior vice president, creative talent
development.  Ms. DeRosa, 50, will lead talent development for the
company's New York based product design teams.

"Developing creative people is and has been a cornerstone of the
company," said Gap Inc. President and CEO Paul Pressler.  "We're
pleased to have lured Patti out of retirement to be our
'professor' of creative excellence and share her vast experience
with our design talent."

The move underscores Gap Inc.'s emphasis on product design and on
identifying, attracting, developing and sustaining design talent
across the company's brands.  Ms. DeRosa will report to Eva Sage-
Gavin, executive vice president of human resources for Gap Inc.  
In this role, Ms. DeRosa will be responsible for fostering a
creative design environment, facilitating the growth and
development of creative teams and building relationships with
design schools.

Ms. DeRosa began her career with Gap Inc. as a store manager in
training. Throughout her 18-year career at Gap, she held various
merchandising, operations and management roles including executive
vice president of Gap brand and president of GapKids.  She left
Gap Inc. in 1995 to lead business development for Charming
Shoppes, Inc. and in 1996 was named president and CEO of Ann
Taylor Stores.  She retired from Ann Taylor in 2001.

Gap Inc. is a leading international specialty retailer offering
clothing, accessories and personal care products for men, women,
children and babies under the Gap, Banana Republic and Old Navy
brand names.  Fiscal 2002 sales were $14.5 billion.  As of August
2, 2003, Gap Inc. operated 4,230 store concepts (3,095 store
locations) in the United States, the United Kingdom, Canada,
France, Japan and Germany. In the United States, customers also
may shop the company's online stores at gap.com, Banana
Republic.com and oldnavy.com.

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

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

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


GENEVA: Taps Health and Safety to Conduct Environmental Survey
--------------------------------------------------------------
Geneva Steel LLC sought and obtained approval from the U.S.
Bankruptcy Court for the District of Utah to employ Health and
Safety Services to conduct environmental hazard assessment survey.

Health and Safety has mainly developed particular expertise in the
management and control of situations where asbestos or lead is
involved.  The Firm is also staffed to provide support for
virtually all industrial hygiene issues, including both chemical
and physical hazards.

Health and Safety, headed by Jeff Throckmorton, will undertake an
environmental hazard assessment survey of structures and buildings
associated with the plant located on the Debtor's property.
Specifically, the Firm will review records, conduct an on-site
inspection, take samples of asbestos and lead and, as needed,
other compounds of and from the administrative buildings, the
rolling mill, the pipe mill, the open hearth/Q-BOP, the blast
furnaces and supporting structures, the continuous caster
facility, the coke ovens, the byproducts plant, coal handling
area, the change houses, the sintering plant, "skull cracker"
building, the mixer building, and scale buildings to identify
friable and non-friable asbestos materials, devices or areas
containing mercury, PCBs, freon compounds, and lead paint.

The hourly rates of the Firm professionals are:

          Dr. Lowell White      $95 per hour
          Mr. Throckmorton      $85 per hour
          field technician      $50 per hour
          clerical              $30 per hour

Geneva Steel owns and operates an integrated steel mill located
near Provo, Utah. The Company filed for chapter 11 protection on
January 25, 2002 (Bankr. Utah Case No. 02-21455). Andrew A. Kress,
Esq., Keith R. Murphy, Esq. and Stephen E. Garcia, Esq. at Kaye
Scholer LLP represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $264,440,000 in total assets and $192,875,000 in total
debts.


HEADLINE MEDIA: Closes $4.9 Million Private Equity Placement
------------------------------------------------------------
Headline Media Group Inc. (TSX: HMG) announced that it has closed
the previously announced private placement issue of 16,333,333
Class A Subordinate Voting Shares at a price of $.30 per share.
The issue, completed on a non-brokered basis, was fully subscribed
and secured $4.9 million gross proceeds for the Company.

The private placement was subject to the preemptive right of
certain major shareholders under a Respective Rights Agreement,
which entitled them to acquire their pro-rata share of the private
placement. Levfam Holdings Inc., Headline's controlling
shareholder and one other party subject to the Respective Rights
Agreement elected to participate in the private placement.

Approximately $2.5 million of the private placement was subscribed
for by a company owned by Insight Sports Ltd. Insight Sports is a
leading broadcasting and television production company with sports
as its core. The company produces programming for broadcast
television, in-arena scoreboards, and DVD home entertainment.
Insight also specializes in broadcast quality computer animation;
plus multi-media, web design and corporate/educational video
productions. Insight Sports also holds an equity position in three
digital networks including the NHL Network.

Insight Sports' shareholders include Kilmer Enterprises Inc.; MWI
Nominee Company Ltd. (private equity fund); IMG-Canada, Limited;
Ignite Communications Inc., Don Metz and Insight Production
Company.

According to John Levy, Headline's Chairman and Chief Executive
Officer, "I am very pleased with the support for this financing
from our existing base of shareholders and also excited that
Insight Sports has decided to make a significant investment in our
Company."

"We are thrilled to be able to make this investment in Headline
Media group. The essence of their assets, The Score Television
Network, is a jewel in the Canadian sports broadcasting arena. To
have the opportunity to be partnered with that jewel was one that
we could not pass by," said Brian Cooper, President of Insight
Sports.

Headline Media Group Inc. (TSX: HMG) is a media company focused on
the specialty television sector through its three assets: The
Score Television Network, PrideVision and The St. Clair Group. The
Score is a national specialty television service providing sports,
news, information, highlights and live event programming.
PrideVision offers programming which focuses on the gay community
and was launched in September 2001. The St. Clair Group is a
recognized leader in the Canadian sports marketing and specialty
publishing arena.

At Feb. 28, 2003, Headline Media's working capital deficit
tops $12 million while its total shareholders equity deficit is
$11 million.


HEALTHSOUTH: Appoints Robert P. May to Head Ambulatory Services
---------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced a change
in its divisional leadership. In addition to continuing with his
current duties as Interim Chief Executive Officer, Robert P. May
will also serve as acting head of HealthSouth's Ambulatory
Services Division. Daniel J. Riviere, 43, the former President and
Chief Operating Officer of the Ambulatory Services Division, has
resigned to pursue other opportunities.

"We appreciate Dan's service and commitment to HealthSouth over
the past 16 years, and we wish him the best in his future
endeavors," said Mr. May. "The Ambulatory Services Division
remains an integral part of HealthSouth's core business. I look
forward to working closely with this division as we move forward."

HealthSouth said that it would begin a search process to identify
a permanent division head, and will consider both internal and
external candidates.

HealthSouth's Ambulatory Services Division includes all of the
Company's freestanding outpatient rehabilitation and sports
medicine facilities, diagnostic imaging facilities and outpatient
specialty programs. The division operates 1,003 outpatient
rehabilitation facilities and 127 diagnostic imaging centers
across the country.

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations in all 50 states and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com  

                         *     *     *

As previously announced, on August 12, 2003, HealthSouth paid $117
million to its lending banks and the trustees under its indentures
representing payment of all past due interest owed by the Company
under its various borrowing agreements. It is expected that
payment of the past due interest will be made to the holders of
Company's notes shortly after the record date.

HealthSouth also noted that its banks had previously issued a
payment blockage notice with respect to the Company's 10.75%
Senior Subordinated Notes due 2008 and its Convertible
Subordinated Debentures, which blockage would preclude holders of
those instruments from receiving past due interest. The Company
has requested that its banks waive such payment blockage to allow
past due interest to be paid to the holders of its subordinated
indebtedness. No assurance can be made that such waiver will be
granted.


HERCULES: Rights Pact Amended to Expire on Sept. 19
---------------------------------------------------
Hercules Incorporated's (NYSE: HPC) board of directors has amended
the Company's Rights Agreement to provide for its expiration at
the close of business on September 19, 2003.

The Company said its board of directors has voted to present to
its shareholders proposed amendments to the Company's Restated
Certificate of Incorporation and By-laws providing for the right
of shareholders to call special meetings when requested in writing
by owners of a majority of the outstanding shares and to act by
written consent. These amendments require shareholder approval to
be effective.

Dr. William Joyce, Chairman and Chief Executive Officer,
commented, "The board of directors has acted to implement the
wishes of the shareholders as expressed at this year's annual
meeting. The board has the power to provide for the termination of
the Rights Agreement and no further board or shareholder action is
required. The shareholder proposal to provide for shareholders to
call special meetings and to act by written consent can only be
implemented by amending the Company's By-laws and Restated
Certificate of Incorporation, which must be submitted to a
shareholder vote and approved by 80% of the shares entitled to
vote. The board of directors responded to the views of its
shareholders as expressed at the annual meeting and provided for
the proposed amendments to be considered at the next shareholders
meeting."

Dr. Joyce continued, "To the extent a majority of our shareholders
desire to have the board of directors call a special shareholders
meeting prior to the time the proposed amendments are approved by
the shareholders, I am confident the board of directors will take
those desires into account."

Hercules (S&P, BB Corporate Credit Rating, Positive) manufactures
and markets chemical specialties globally for making a variety of
products for home, office and industrial markets. For more
information, visit the Hercules Web site at http://www.herc.com


HORIZON TELECOM: Ability to Continue as Going Concern in Doubt
--------------------------------------------------------------
Horizon Telecom Inc. is a facilities-based telecommunications
carrier that provides a variety of voice and data services to
commercial, residential/small business and local market segments.
The Company provides landline telephone service, very-high digital
subscriber line television service and Internet access services to
the southern Ohio region, principally in and surrounding
Chillicothe, Ohio. The Company also provides PCS operations to a
twelve-state region in the Midwest, including Ohio, Indiana,
Pennsylvania, Virginia and West Virginia, as an affiliate of
Sprint PCS.

During the six months ended June 30, 2003, Horizon PCS incurred a
loss of approximately $216,000 related to the disposal of assets
from two of its retail stores closed during 2003. During the six
months ended June 30, 2002, Horizon PCS retired certain network
assets and replaced them with equipment to upgrade the network
resulting in a loss of approximately $641,000.

On July 28, 2003, Horizon PCS implemented a company-wide work
force reduction to further reduce costs that are within Horizon
PCS' control. The employment of approximately 300 employees has
been terminated, and Horizon PCS has closed approximately 19 of
its 42 company-owned sales and service centers to reduce costs in
areas where revenues are not currently meeting criteria for return
on investment. Horizon PCS is also converting approximately 13 of
its other company-owned sales and service centers to customer
service centers. Horizon PCS expects to record a restructuring
charge in the third quarter of 2003 but has not determined the
financial impact.

On August 15, 2003, Horizon PCS, Inc., a Delaware corporation,
Horizon Personal Communications, Inc., an Ohio corporation and
subsidiary of Horizon PCS and Bright Personal Communications
Services LLC, an Ohio limited liability company and subsidiary of
Horizon PCS, filed voluntary petitions for relief under Chapter 11
of Title 11 of the United States Code in the United States
Bankruptcy Court for the Southern District of Ohio. The Debtors
expect to continue to manage their properties and operate their
businesses in the ordinary course of business as "debtors-in-
possession" subject to the supervision and orders of the
Bankruptcy Court pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code. In general, as a debtor-in-possession, Horizon
PCS is authorized under Chapter 11 to continue to operate as an
ongoing business, but may not engage in transactions outside the
ordinary course of business without the prior approval of the
Bankruptcy Court. Under Section 362 of the Bankruptcy Code, the
filing of a bankruptcy petition automatically stays most actions
against Horizon PCS, including most actions to collect pre-
petition indebtedness or to exercise control of the property of
Horizon PCS' estate. Absent an order of the Bankruptcy Court,
substantially all pre-petition liabilities will be subject to
settlement under a plan of reorganization.

The Bankruptcy Case was commenced in order to implement a
comprehensive financial restructuring of Horizon PCS, including
the senior credit facility, the senior notes, the discount notes
and preferred and common equity securities. No Reorganization Plan
has been submitted to the Bankruptcy Court. It is likely that, in
connection with the final Reorganization Plan, the liabilities of
Horizon PCS will be found in the Bankruptcy Case to exceed the
fair value of its
assets. This would result in claims being paid at less than 100%
of their face value and holders of preferred and common stock
being entitled to little or no recovery. At this time, it is not
possible to predict with certainty the outcome of the bankruptcy
proceedings.

Horizon Telecom's independent auditors have issued their
Independent Auditors' Report on Horizon PCS' consolidated
financial statements for the fiscal year ended December 31, 2002
with an explanatory paragraph regarding Horizon PCS' ability to
continue as a going concern. The consolidated financial statements
have been prepared on a going concern basis, which contemplates
continuity of operations, realization of assets and satisfaction
of liabilities in the ordinary course of business. However, as a
result of recurring operating losses, such realization of assets
and satisfaction of liabilities are subject to uncertainty, which
raises substantial doubt about Horizon PCS' ability to continue as
a going concern.


HUDSON TECHNOLOGIES: Falls Below Nasdaq Min. Listing Requirement
----------------------------------------------------------------
Hudson Technologies, Inc. (Nasdaq: HDSN) received a notice from
Nasdaq indicating that the Company is not in compliance with the
minimum $2.5 million stockholders' equity requirement for
continued listing on The Nasdaq SmallCap Market as set forth in
Marketplace Rule 4310(C)(2)(B). Accordingly, the Company's
securities are subject to delisting from the Nasdaq SmallCap
Market.

Hudson has requested a hearing with a Nasdaq Listing
Qualifications Panel to review the staff determination. The
Company is exploring a number of possible avenues to preserve the
listing of its securities on the Nasdaq SmallCap Market, including
a stay of the delisting pending the successful completion of
corporate actions that would increase the Company's equity above
the level required by Nasdaq. However, there is no assurance that
the Panel will grant the Company's request for continued listing.

Hudson's stock will continue to be traded on the Nasdaq SmallCap
Market pending the final decision by Nasdaq. A hearing date has
not yet been set by Nasdaq.

Hudson Technologies, Inc., is a leading provider of innovative
solutions to recurring problems within the refrigeration industry.
Hudson's proprietary RefrigerantSide(R) Services increase
operating efficiency and energy savings, and remove moisture, oils
and other contaminants frequently found in the refrigeration
circuits of large comfort cooling and process refrigeration
systems. Performed at a customer's site as an integral part of an
effective scheduled maintenance program or in response to
emergencies, RefrigerantSide(R) Services offer significant savings
to customers due to their ability to be completed rapidly and at
higher purity levels, and can be utilized while the customer's
system continues to operate. In addition, the Company sells
refrigerants and provides traditional reclamation services to the
commercial and industrial air conditioning and refrigeration
markets. For further information on Hudson, please visit the
Company's Web site at http://www.hudsontech.com  

                       *      *      *

               Liquidity and Capital Resources

In its Form 10-QSB filed with the Securities and Exchange
Commission, Hudson Technologies reported:

At June 30, 2003, the Company had working capital, which
represents current assets less current liabilities, of
approximately $632,000, an increase of $643,000 from working
capital deficit of $11,000 at December 31, 2002. The increase in
working capital is primarily attributable to new financing in 2003
offset by the net loss incurred during the six months ended
June 30, 2003.

Principal components of current assets are inventory and trade
receivables. At June 30, 2003, the Company had inventories of
$2,353,000, a decrease of $614,000 or 21% from the $2,967,000 at
December 31, 2002. The Company's ability to sell and replace its
inventory on a timely basis and the prices at which it can be sold
are subject, among other things, to current market conditions and
the nature of supplier or customer arrangements. At June 30, 2003,
the Company had net trade accounts receivable of $3,367,000, an
increase of $1,396,000 or 71% from the $1,971,000 at December 31,
2002. The increase in the accounts receivable balance relates to
seasonal revenue fluctuations. The Company's trade accounts
receivables are concentrated with various wholesalers, brokers,
contractors and end-users within the refrigeration industry that
are primarily located in the continental United States.

The Company has historically financed its working capital
requirements through cash flows from operations, the issuance of
debt and equity securities, bank and related party borrowings. In
recent years the Company has not financed its working capital
requirements through cash flows from operations but rather from
issuances of equity securities and bank borrowings. In order for
the Company to finance its working capital requirements through
cash flows from operations the Company must reduce its operating
losses. There can be no assurances that the Company will be
successful in lowering its operating losses, in which case the
Company will be required to fund its working capital requirements
from additional issuances of equity securities and/or additional
bank borrowings. Based on the current investment environment there
can be no assurances that the Company would be successful in
raising additional capital. The inability to raise additional
capital could have a material adverse effect on the Company.

Net cash used by operating activities for the six months ended
June 30, 2003, was $1,072,000 compared with net cash used by
operating activities of $1,034,000 for the comparable 2002 period.
Net cash used by operating activities was primarily attributable
to the net loss for the 2003 period and an increase in trade
receivables offset by an increase in trade payables.

Net cash used by investing activities for the six months ended
June 30, 2003, was $150,000 compared with net cash used by
investing activities of $17,000 for the prior comparable 2002
period. The net cash used by investing activities was due to
equipment additions primarily associated with the Company's new
production facility in Champaign, IL, as well as additions to
patents.

Net cash provided by financing activities for the six months ended
June 30, 2003, was $950,000 compared with net cash provided by
financing activities of $531,000 for the comparable 2002 period.
The net cash provided by financing activities for the 2003 period
primarily consisted of proceeds from convertible debt of
$1,538,000, offset to a lesser extent by a reduction of $148,000
of the amounts outstanding under the revolving line of credit with
Keltic Financial Partners, LLP, and repayment of long term debt of
$441,000.

At June 30, 2003, the Company had cash and cash equivalents of
$273,000. The Company continues to assess its capital expenditure
needs. The Company may, to the extent necessary, continue to
utilize its cash balances to purchase equipment primarily
associated with its RefrigerantSide(R) Service offering and
consolidation of its reclamation facilities. The Company estimates
that capital expenditures during 2003 may range from approximately
$400,000 to $500,000.

On May 30, 2003, Hudson entered into a credit facility with Keltic
which provides for borrowings of up to $5,000,000. The facility
consists of a revolving line of credit and a term loan. Advances
under the revolving line of credit may not exceed $4,600,000 and
are limited to (i) 85% of eligible trade accounts receivable and
(ii) 50% of eligible inventory. Advances available to Hudson under
the term loan may not exceed $400,000. The facility bears interest
at a rate equal to the greater of the prime rate plus 2.0 %, or
6.5%. Substantially all of Hudson's assets are pledged as
collateral for its obligations to Keltic under the credit
facility. In addition, among other things, the agreements restrict
Hudson's ability to declare or pay any cash dividends on its
capital stock. As of June 30, 2003, Hudson had in the aggregate
$1,886,000 outstanding under the Keltic credit facility and
$489,000 available for borrowing under the credit facility. In
addition, the Company had $393,000 outstanding under its term loan
with Keltic.

In connection with the Keltic credit facility, Hudson also entered
into a loan arrangement with the Flemings Funds for the principal
amount of $575,000. The loan is unsecured, is for a term of three
years, and accrues interest at an annual rate equal to the greater
of the prime rate plus 2.0%, or 6.5%. In accordance with the terms
of the Keltic credit facility, the amount of principal and
interest outstanding under this loan arrangement reduces Hudson's
aggregate borrowing availability by a like amount under its credit
facility with Keltic. This loan is expected to be retired in
conjunction with the completion of its pending Rights Offering.

The Company is continuing to evaluate opportunities to rationalize
its operating facilities and its depot network based on ways to
reduce costs or to increase revenues. Recently, based on
evaluations by management, the Company has consolidated certain of
its facilities. The Company is also considering whether to reduce
or eliminate certain of its operations that have not performed to
its expectations. Moreover, as the Company begins to implement its
sales and marketing strategy to focus on industry rather than
geographic markets it may discontinue certain operations,
eliminate depot and overhead costs and, in doing so, may incur
future charges to exit certain operations.

The Company believes that it will be able to satisfy its working
capital requirements for the immediate future from anticipated
cash flow from operations and available funds under its credit
facility with Keltic. The Company believes that it will need
additional financing during 2003 to support its continuing
operations. In addition, any unanticipated expenses, including,
but not limited to, an increase in the cost of refrigerants
purchased by the Company, an increase in operating expenses or
failure to achieve expected revenues from the Company's depots
and/or refrigerant sales or additional expansion or acquisition
costs that may arise in the future would adversely affect the
Company's future capital needs. There can be no assurances that
the Company's proposed or future plans will be successful, and as
such, the Company may need to significantly modify its plans or it
may require additional capital sooner than anticipated. The
Company is currently seeking to obtain additional financing
through the issuance of debt and/or equity securities, which
includes a registered offering of Common Stock by the Company to,
among others, its stockholders. There can be no assurance,
however, that the Company will be able to obtain any additional
capital on commercially reasonable terms or at all, and its
inability to do so would have a material adverse affect on the
Company.


INDYMAC: Fitch Cuts Class BF Rating to Speculative Grade Level
--------------------------------------------------------------
Fitch Ratings has affirmed and taken rating action on the
following IndyMac ABS, Inc., Home Equity issue:

Series SPMD 2000-A Group 1:

     -- Classes AF3, R affirmed at 'AAA';

     -- Class MF1 affirmed at 'AA';

     -- Class MF2 affirmed at 'A';

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

The rating action on class BF is a result of adverse collateral
performance and the deterioration of asset quality outside of
Fitch's original expectations.

Indymac SPMD 2000-A Group 1 contained 9.35% of manufactured
housing collateral (% of UPB) at closing. As of July 2003, the
percentage of MH increased to 18.25%. To date, MH loans have
exhibited very high historical loss severities, causing Fitch to
have concerns over the available enhancement in this deal.

This transaction was structured with mortgage insurance policies
provided by both the lender and the borrower on approximately 20%
of the mortgage pool. These deals have experienced historically
slow resolution of insurance claims and liquidation process on the
MH collateral due to illiquidity in the current market. Fitch has
been informed by IndyMac that a group has been segregated to
specifically handle the MI relationships and the claim submittal
and timing process.

The structure in the 2000-A transaction is not cross-
collateralized, so it does not allow for excess spread to be
shared by the groups. This deal is also structured such that there
is the ability in future periods for the bond that was written
down due to losses to be written back up.

Fitch will continue to closely monitor this transaction.


INFOUSA INC: S&P Assigns BB Rating to $145M Senior Secured Debt
---------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on infoUSA Inc. to 'BB' from 'BB-' and subordinated debt
rating to 'B+' from 'B'. These ratings are removed from
CreditWatch where they were listed July 25, 2003. The outlook is
stable. This Omaha, Nebraska-headquartered company has about $160
million of debt outstanding.

"At the same time, a 'BB' senior secured debt rating was assigned
to the company's $145 million senior secured credit facilities
that were put in place in May 2003," said Standard & Poor's credit
analyst Donald Wong. These bank loan facilities consist of a $45
million revolving credit facility due May 2006 and a $100 million
term loan due April 2007.

The higher ratings reflect the company's stronger financial
profile, aided by lower debt levels over the past several years,
and the expectation that it can be sustained.

The ratings on infoUSA reflect the company's meaningful debt
levels, moderate-sized operating cash flow base, and competitive
market conditions, including competition from firms who have
greater financial resources than infoUSA. These factors are
tempered by the company's free operating cash flow generation,
strong niche market positions, a broad product and service
offering distributed through numerous channels to a diverse base
of businesses, and a significant portion of sales derived from
existing or former customers. The company grew through debt-
financed acquisitions primarily through 1999, the largest of which
was Donnelley Marketing Inc., a consumer database and database
marketing company for about $200 million in 1999. However, future
opportunities are expected to be the considerably smaller, tuck-in
types of acquisitions. In addition, infoUSA is expected to
continue to focus on strengthening its balance sheet.


KMART CORP: Seeks Clearance for Settlement Agreement with JDA
-------------------------------------------------------------
The Kmart Corporation Debtors ask the Court to approve their
settlement agreement with JDA Software, Inc. to resolve JDA's
claims against the estates.  JDA asserts a $291,597 administrative
expense claim, $1,865,450 in outstanding unsecured prepetition
claims and $737,155 in damages arising from rejected agreements.

As of the Petition Date, the Debtors and JDA were parties to four
agreements concerning the development of software that would
enable the Debtors to open a store in Port of Spain, Trinidad and
subsequent stores in the Caribbean.  However, based on a number
of factors, the Debtors determined to reject all four agreements.

The Debtors dispute JDA's Administrative Expense Claim.  Their
evaluation of the Prepetition Claim also found support for all
but $45,000 of the amounts outstanding as of the Petition Date.  
The Debtors also believe that JDA's rejection damages may be
overstated.

After discussion between parties, JDA agreed to consider the
Administrative Expense Claim as a Lease Rejection Claim under
Class 5 for $2,894,205.  In addition, JDA and the Debtors agree
to reduce the Prepetition Claim to $2,800,000.  

The parties also agree to amend and extend a Software License
Agreement and a Software Maintenance Agreement, which the Debtors
assumed pursuant to their Plan.  Under the Assumed Agreements,
the Debtors license and receive support for software used in
automated replenishment and layout planning. (Kmart Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


KMART: Ratings on Two Related Credit Lease Transactions Cut to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
Kmart Corp. related credit lease transactions to 'D' from 'C'.

The lowered ratings follow the allocation of realized losses to
certificate holders following the disposition of properties
formerly leased to Kmart.

DR Structured Finance Corp. 1993 K-1 experienced a 66% loss
severity on a $4.7 million loan secured by a property formerly
tenanted by a Kmart in Pascagoula, Mississippi. The store was
closed after Kmart rejected its lease while in bankruptcy. The
loan became delinquent after the last lease payment was received
in June 2002.

DR Structured Finance Corp. 1994 K-1 experienced a 53% loss
severity on a $5.8 million loan secured by a property formerly
tenanted by Kmart in Palm Coast, Florida. The loan became
delinquent in July 2002. Kmart rejected its lease while in
bankruptcy in February 2002.
   
                         RATINGS LOWERED
   
                DR Structured Finance Corp. 1993 K-1
    
                            Rating
        Class             To       From
        A-1, A-2          D        C
   
                DR Structured Finance Corp. 1994 K-1
           
                            Rating
        Class             To       From
        A-1, A-2, A-3     D        C


KRYSTAL CO: Declining Operations Spur Outlook Revision to Neg.
--------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on The
Krystal Co. to negative from stable. The 'B' corporate credit
rating on the company was affirmed. The outlook revision is based
on Krystal's declining operating performance and cash flow
protection measures.

Operating performance weakened considerably in the first half of
2003 because of a slow economy and intense competition in the
quick-service segment of the restaurant industry. Comparable-store
sales at company-owned units fell 5.8% in the first half of 2003,
while operating margins for the 12 months ended June 29, 2003,
decreased to 11.5% from 12% the year before, primarily due to a
decline in sales leverage. As a result, EBITDA coverage of
interest in the first half of 2003 fell to 2.1x, from 2.6x in same
period the year before. Cash flow protection measures are highly
variable because of the company's small EBITDA base of about $21
million.

"The ratings on The Krystal Co. reflect its participation in the
highly competitive quick-service segment of the restaurant
industry, relatively small size, weak credit measures, and a
highly leveraged capital structure," said credit analyst Robert
Lichtenstein. These factors are somewhat offset by the company's
regional brand recognition in the Southeast.

Liquidity is adequate, with $12.2 million in cash and a $25
million revolving credit facility, of which $6 million was
available as of June 29, 2003. The credit facility matures in June
2004. Covenants currently provide limited cushion.

Free operating cash flow was $6.7 million in 2002. Standard &
Poor's expects that operating cash flow and the company's
revolving credit facility will be Krystal's primary sources to
service its debt and fund capital expenditures of about $8 million
in 2003. As of Dec. 29, 2002, the company had pension and post-
retirement liabilities of $5.4 million; however, Standard & Poor's
does not expect this to materially affect cash flows over the near
term.


LOUIS FREY CO.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Louis Frey Company, Inc.
        902 Broadway
        New York, New York 10010

Bankruptcy Case No.: 03-15297

Type of Business: Reprographic services.
                  See http://www.louisfrey.com/

Chapter 11 Petition Date: August 22, 2003

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Ronald S. Itzler, Esq.
                  Feder, Kaszovitz, Isaacson, Weber,
                     Skala & Bass LLP
                  750 Lexington Avenue
                  New York, NY 10022-1200
                  Tel: 212-888-8200
                  Fax: 212-888-7776

Total Assets: $11,140,946 (as of March 31, 2003)

Total Debts: $7,538,365 (as of March 31, 2003)

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Merrill Lynch                                       $4,584,753
33 W. Monroe
22nd Floor
Chicago IL 60603

OCE-USA, Inc.                                         $297,851
5450 North Cumberland Avenue
Chicago IL 60656

Executive Color Systems, Inc.                         $264,298
62 West 39th Street, 6th Floor
New York NY 10018

Williams Real Estate Co.                              $127,875

Xerox Corporation                                     $125,676

Azon Corporation / Intelicoat                          $77,753

IPP, Inc.                                              $65,280

Interchange Capital Company                            $53,600

Minolta Business Solutions                             $38,627

Primeline Reprographics                                $36,330

Konica Business Technologies                           $31,086

Citicapital                                            $27,330

W.D. Service Co. Inc.                                  $23,997

Sloyer-Forman Inc.                                     $21,210

Elite Reprographics                                    $18,496

Recovery Systems Inc.                                  $17,840

Tower Paper Company                                    $17,677

Azerty Incorporated                                    $15,132

Metro Duplicating                                      $14,707

Information Leasing Corp.                              $14,666


MAGELLAN HEALTH: Brings-In Accenture as Operations Consultants
--------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates seek the
Court's authority, pursuant to Sections 327(a) and 328(a) of the
Bankruptcy Code and Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure, to employ Accenture, Ltd. as operations
consultants in accordance with the terms of a March 20, 2003
Engagement Letter.  The Debtors further ask the Court to approve
Accenture's compensation terms in connection with their Engagement
Letter.

Steven R. Burns, an Accenture partner, informs Judge Beatty that
the Accenture partners and employees who are involved in this
engagement have substantial experience in providing operations
and information technology consulting services to large companies
like the Debtors. Accenture is one of the world's largest
consulting and technology services companies.  With offices
around the world and clients in nearly every major industry,
Accenture identifies critical areas with potential for maximum
business impact, innovates and transforms the processes in those
areas and delivers performance improvements and lower operating
costs by implementing business processes or computer
modifications, or in some cases, by assuming responsibility for
certain business functions or areas.

Mark S. Demilio, Executive Vice President and Chief Financial
Officer of Magellan Health Services, Inc., relates that prior to
the Petition Date, the Debtors retained Accenture to provide an
assessment of the potential information technology and
operational improvements possible for them.  In connection with
the Engagement Letter, Magellan and Accenture have, and, from
time to time, will, enter into certain task orders with respect
to each project that Accenture is to perform for them.

Each Task Order contains a description of the project including,
among other things, a work description, a list of deliverables,
staffing and fee arrangements.  Currently, five Task Orders are
in place, which provides that Accenture will:

A. Account Retention

   -- support the Debtors in the development of a coordinated
      retention process and specific account plans for the
      Debtors' top 40 accounts.

B. Cost of Care Payout Reduction

   1. create a comprehensive list of cost of care payout
      reduction opportunities;

   2. deliver to the Debtors accelerated EBITDA impacts;

   3. quantify and verify additional cost of care payout
      reduction opportunities for subsequent implementations
      during the course of 2003;

   4. after each cost of care reduction opportunity is
      adequately defined, sized and prioritized, establish an
      implementation to begin capturing additional savings; and

   5. deliver to the Debtors, forms, methodology and analysis
      for the reduction of cost of care.

C. Service Center Transition Planning

   1. assist the Debtors in finalizing specific plans for
      consolidation and improvement of regional centers;

   2. deliver to the Debtors:

      a. detailed consolidation plan and timetables;

      b. site risk assessment profiles; and

      c. site profiles, including client information, telephone,
         applications, staff and knowledge transfer in
         connection with regional center consolidation;

   3. provide linkage and dependencies to IT, customer service
      and care management operational initiatives;

   4. determine network service center improvement cost and
      benefit; and
   
   5. identify best practices for employee communications and
      market communication.

D. Service Center Transition Launch

   1. create detailed service center account transition plan;

   2. establish a program management office and associated
      processes;

   3. create detailed service center transition communications
      plan;

   4. establish service center transition project team
      structure;

   5. support account transition database; and

   6. provide linkage and dependencies to IT, Customer Service
      and Care Management operational initiatives.

E. Interactive Voice Response Mobilization Project

   -- design and deploy an effective IVR self-service capability
      that is durable, usable and value creating.

F. Reorganizing and Reducing Corporate and Field Overhead

   1. identify cost-reduction opportunities in Magellan's
      network, finance, clinical and other functions; and

   2. develop a detailed, activity-based costing database to
      enable decision making around cost-reduction efforts in
      corporate and field centers.

G. Rapid Integrated Information Environment Action Plan

   Given that the Debtors' management has identified collection,
   analysis and distribution of information as one of three
   critical strategies and must have core competencies,
   Accenture will:

   1. assist the Debtors in determining the requirements and
      highest priority demands for the collection and analysis
      of information related to reducing medical costs and
      improving service to customers;

   2. assess the requirements for information against the
      status and capabilities of current systems to determine
      highest priority gaps;

   3. design the technical architecture required to support
      new requirements; and

   4. develop the project plans, costs and benefit estimates
      to establish the business case for implementation.

Accenture's compensation and reimbursement will be made according
to each Task Order.  Each Task Order has or will have separate
provisions for compensation and reimbursement.  The provisions
for compensation with respect to the existing Task Orders are:

                                                   Reimbursable
Task Order                  Professional Fees        Expenses
----------                  -----------------      ------------
Account Retention           $58,000                   $8,700

Cost of Care Payout         $360,000, plus            Actual
Reduction                   success-sharing         Expenses
                            Incentive                  

Services Center             $58,000                   $8,700
Transition Planning

Service Center              $87,000                  $13,000
Transition Launch     

IVR Mobilization            $206,000 -- with 20%     $42,000
Project                     subject to reduction
                            based on timeliness
                            and quality of work
                            performed

Reorganizing and            $150,000, plus            Actual
Reducing Corporate          success sharing         expenses
and Field Overhead          incentive)                not to
                                                      exceed
                                                     $55,000

Rapid Integrated            $190,000 -- with 16%     $35,000
Information                 subject to reduction
Environment                 based on timeliness
Action Plan                 and quality of work
                            performed

With respect to the Cost of Care Payout Reduction Task Order, in
addition to the $360,000 in fees, the Task Order provides for a
fee and risk sharing arrangement.  Mr. Burns explains that if
Magellan incurs $5,500,000 in gross benefits as a result of
Accenture's services, Accenture will be paid an additional
$370,000.  For the next $2,700,000 in gross Magellan benefits or
$8,200,000 in cumulative gross benefits, Accenture will be paid
an additional $405,000, and for the next $2,300,000 in gross
Magellan benefits or $10,500,000 in cumulative gross benefits,
Accenture will be paid an additional $230,000.

With respect to the Reorganizing and Reducing Corporate and Field
Overhead Task Order, in the event that the savings attributable
to the task order exceed $11,700,000, Accenture will receive, in
addition to the $150,000, 10% of the savings over $11,700,000 up
to an overall cap of $500,000.  In addition, Accenture has agreed
that, with respect to the IVR Mobilization Project Task Order,
$41,000 of its professional fees will be subject to reduction if
it does not meet certain performance deadlines and provide a
certain level of quality of services.

With respect to the Rapid Integrated Information Environment
Action Plan, 16% of Accenture's professional fees will be subject
to reduction if it does not meet certain performance deadlines
and provide a certain level of quality of services.  Accenture's
fee rates pursuant to the Engagement Documents are equal to or
below Accenture's customary rates.

All of the compensation and reimbursement of expenses paid to
Accenture will be subject to final allowance in accordance with
the provisions of the Bankruptcy Code, Bankruptcy Rules, Local
Rules and orders entered in Magellan's cases.

Mr. Demilio says that the Debtors may issue further Task Orders
to Accenture in connection with its engagement.  Although it
cannot be known at this time the exact compensation proposed to
be paid to Accenture in connection with any future Task Order,
the parties expect that the services required under those future
Task Orders will involve services directly related to the
Debtors' ordinary business operations.  

Thus, to conserve estate assets and promote judicial economy, the
Debtors seek the Court's permission to pay fees and expenses
under the future Task Orders without further Court order, as long
as:

   1. each future Task Order involves terms of compensation that
      are substantially similar to the terms of the compensation
      provided in existing Task Orders; and

   2. the Debtors provide notice of the future Task Orders and
      their terms of compensation to the Office of the United
      States Trustee for the Southern District of New York,
      counsel for the statutory committee of unsecured creditors
      appointed in these cases and counsel for the agent to the
      Debtors' prepetition lenders.

However, the Debtors will seek further Court approval before
proceeding further if:

   1. the fees and expenses in connection with any individual
      future Task Order exceed $100,000; or

   2. the aggregate fees and expenses payable to Accenture with
      respect to existing and future Task Orders exceed
      $1,500,000.

Mr. Demilio contends that the fee arrangement is both fair and
reasonable and should be approved pursuant to Section 328(a),
considering:

   1. the fact that a significant portion of Accenture's fees are
      contingent on the success, timeliness and quality of the
      services rendered;

   2. the numerous issues, which Accenture may be required to
      address in the performance of its services;

   3. Accenture's commitment to the variable level of time and
      effort necessary to address all issues as they arise; and

   4. the market prices for retaining consultants of the caliber
      and with the experience of Accenture.

   Fee Applications and Interim Compensation and Reimbursement

Accenture advised the Debtors that it is not in its general
practice to keep detailed time records similar to those
customarily kept by attorneys.  Nevertheless, Accenture's
professionals will keep records detailing and describing their
activities, the identity of persons who performed the tasks and
the amount of time expended on each activity.  In addition, apart
from the time-recording practices described, Accenture's
restructuring personnel do not maintain their time records on a
"project category" basis.

According to Mr. Demilio, the proposed time descriptions that
Accenture's personnel will provide should be sufficient for any
review in connection with a subsequent application for
compensation.  Accordingly, the Debtors ask Judge Beatty to allow
Accenture, in connection with any fee application it may file, to
provide the lesser level of detail typically required.

Accenture also seeks a waiver of the requirement of filing
interim fee applications.  The Debtors believe that this request
is reasonable because Accenture is seeking to be compensated by a
flat fee rather than billing on an hourly basis.  Also, for the
Cost of Care Payout Reduction Task Order, a substantial portion
of Accenture's fees will be contingent on the Debtors' cost
savings that are a result of Accenture's services.  In addition,
Accenture has agreed to make 20% of its fees for the IVR
Mobilization Project subject to reduction based on the timeliness
and quality of its services.  Accenture has also agreed to make
16% of its fees for the Rapid Integrated Information Environment
Action Plan Task order subject to reduction based on the
timeliness and quality of its services.

Instead of interim applications, Accenture will file a final
application for the allowance of compensation and reimbursement
of expenses.

Mr. Demilio contends that Accenture possesses extensive knowledge
and expertise particularly useful to the Debtors and their
operations, and that Accenture is well qualified to render the
necessary operational consulting services to the Debtors.  The
Debtors selected Accenture because of its expertise in providing
consulting services to businesses of similar size and in similar
industries as the Debtors and because Accenture has an excellent
reputation as operations consultants and in the area of cost
reducing measures.  

Furthermore, Mr. Demilio asserts that Accenture's operations
consulting services are necessary to help the Debtors implement
important cost-saving initiatives and to provide the Debtors with
the information technology support that is integral to the
efficient and economical operation of their businesses.

Mr. Demilio assures the Court that the services to be rendered by
Accenture are not intended to be duplicative in any manner with
the services performed and to be performed by any other
professional retained by the Debtors.  Accenture, in concert with
the other professionals employed by the Debtors, will undertake
every reasonable effort to avoid any duplication of their
services.

On March 11, 2003, the Court approved the Debtors' employment of
Gleacher Partners, LLC as their financial advisor.  Unlike
Gleacher, the nature of Accenture's retention is related to the
Debtors' business operations and not the Debtors' financial
restructuring.  Therefore, the services performed by Accenture
will not be duplicative of those performed by Gleacher.

The Engagement Documents provide that the Debtors will indemnify
Accenture with respect to the third party claims arising from the
Debtors' use of the services or deliverables provided by
Accenture.

Mr. Burns assures the Court that Accenture does not represent or
hold any interest adverse to the Debtors' estates or their
creditors in the matters on which Accenture is to be engaged.  
Mr. Burns further discloses that Accenture is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code. (Magellan Bankruptcy News, Issue No. 12:
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MED DIVERSIFIED: SEC to Commence Formal Probe into Financials
-------------------------------------------------------------
Med Diversified, Inc., (PINK SHEETS: MDDVQ) has received a
subpoena as part of a formal inquiry by the Securities and
Exchange Commission.

Items requested in the subpoena include documents and materials,
from 1997 to the present, relating to the Company's accounting and
auditing matters; relationships with current and former financing
sources and analysts; records of current and former directors and
officers; various litigation matters; records of stock option and
incentive plans; various press releases; various personnel
records; and minutes from board of directors meetings. The Company
is cooperating fully with the investigation.

As publicly disclosed in the Company's Form 10-K for the fiscal
years ended March 31, 2003, and 2002, the SEC initiated an
informal inquiry in August 2002.

The Company noted that the SEC, in a letter to the Company,
stated: "This inquiry should not be construed as an indication by
the Commission or its staff that any violation of law has
occurred, nor should it be considered an adverse reflection on any
person, entity or security."

Med Diversified operates companies in various segments within the
health care industry, including pharmacy, home infusion,
management, clinical respiratory services, home medical equipment,
home health services and other functions. For more information,
see http://www.meddiversified.com  

Med Diversified filed for Chapter 11 protection on November 27,
2002, in the U.S. Bankruptcy Court for the Eastern District of New
York (Central Islip) (Lead Bankruptcy Case No. 02-88564).


METROMEDIA FIBER: Bankruptcy Court Confirms Chapter 11 Plan
-----------------------------------------------------------
AboveNet, Inc., Metromedia Fiber Network, Inc.'s recently
announced brand name, announced that the United States Bankruptcy
Court for the Southern District of New York has confirmed its plan
of reorganization, allowing the company to emerge from bankruptcy
protection in early September. Craig McCaw through Fiber LLC.,
funds managed by Franklin Mutual Advisers and John Kluge through
the Kluge Trust will be among the largest equity holders of the
new company.


Since filing for bankruptcy protection in May 2002, AboveNet has
significantly reduced its expenses and increased its cash
position. Upon emergence the company expects to have approximately
$70 million in senior bank debt and $73 million in cash by the end
of the year. AboveNet continues to win new customers as it has
throughout the bankruptcy, including new contracts with the New
York Mercantile Exchange, Xerox and Sprint.

"We believe that our streamlined operations, low debt level,
focused product set and unmatched asset base puts us in a great
position to take full advantage of the opportunities in the
current market," said John Gerdelman, president and chief
executive officer of the Company. "It has been a challenging
process for our employees, customers, vendors and stakeholders but
we are excited to announce that we have succeeded and are indeed
survivors. I am extremely pleased with our accomplishments and
thankful for the tremendous support we received from our
customers."

AboveNet, Inc. will officially become the new name of Metromedia
Fiber Network, Inc., upon the effective date.

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.


MOBILE COMPUTING: Conv. Debentures Maturity Extended to Friday
--------------------------------------------------------------
Mobile Computing Corporation announced that holders of its
convertible debentures have agreed to further extend the maturity
date until August 29, 2003 for that portion of the debentures that
were originally due August 8, 2003. The Company continues to
negotiate definitive agreements and pursue necessary regulatory
approvals relating to the previously announced significant
restructuring of the Company.

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

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


MOONEY AEROSPACE: Meets Business Objectives for First Half 2003
---------------------------------------------------------------
Nelson Happy, President of Mooney Aerospace Group (OTCBB:MASG),
reported that the company has recorded over $4.5 million in
revenue for the first six months of 2003 ending June 30, 2003.
Eight planes were delivered in that period and additional revenue
from parts and service amounted to approximately $1.35 million of
the $4.5 million total.

"Mooney was able to meet the objectives laid out in its business
plan during the first half of the year, and we are now operating
the production process more efficiently," commented Mr. Happy.

"During the six month period we were able to successfully complete
manufacturing of most of the airplanes that were work in process
when we restarted the factory in 2002. Completing and delivering
eight aircraft in the first half of 2003 is clearly an
accomplishment our team at Mooney is quite proud of," concluded
Mr. Happy.

In addition, the company announced that it has received orders for
13 more planes amounting to over $5.4 million in sales. The
majority of these planes are expected to be delivered in the third
quarter of 2003. Recently the company has been generating
approximately $50,000 per week in parts and service business and
expects this revenue stream to continue in support of the over
8,000 Mooney planes in operation.

The company currently projects approximately 30 planes will be
sold in 2003 the first year of full operation for the company.
Annual revenues are expected to approach the $15 million dollar
mark.

Looking forward Mr. Happy commented on Mooney prospects for the
remainder of 2003: "Production capacity for the factory operations
is in excess of 30 planes under the current conditions. With our
current backlog of 13 planes we expect to meet the approximately
30 planes in sales for 2003, resulting in sales of up to $15
million including parts and service revenue projections. Sales
will be somewhat influenced by the availability of the new
accelerated depreciation rules. Clearly, the recent award by Plane
and Pilot Magazine will propel the Ovation 2 into the forefront of
the single engine plane market. I expect that any inventory we can
build in the last quarter will be snapped up by tax savvy pilots.

"The Mooney team will also be working on our new international
projects, especially our affiliation with BAE Systems of Britain,
Koskol Group in Russia, and Venture Industries in Detroit along
with our core business. The first project in this arena will be
the Toxo high performance two place all-composite aircraft,"
concluded Mr. Happy.

Mooney Aerospace Group (OTCBB:MASG) is a re-emerging player in the
$41 billion general aviation industry. The Company designs,
manufactures and distributes its own line of single engine
aircraft sold to the general aviation market. The original Mooney
company was established in 1947 by Al Mooney and has sold over
10,000 aircraft over the last 50 years. 8,000 planes are still in
operation in the U.S. alone. Mooney is known in the industry as a
highly reliable high performance single engine plane that
maintains its value in the aircraft aftermarket. In 2002 a new
management team took over and Mooney Aerospace Group received
Federal Aviation Administration production and repair certificates
for its facility in Texas. The company began producing and
shipping aircraft in late 2002 generating revenues in excess of $5
million for the year representing both the sales of new aircraft
and parts and service revenues. The company operates out of a
350,000 square foot facility near San Antonio, Texas, and employs
over 170 people. In the last six months Mooney Aerospace has
reached several new milestones and is well positioned to
capitalize on the successful completion of a recent financial
restructuring and the infusion of $7.5 million in new capital.
Since acquiring the assets of the prior Mooney Aircraft
Corporation in 2002 the milestones reached include: Creation of a
new executive management team; Consolidation of all operations at
the Kerrville, Texas, manufacturing plant; Introduction of a new
plane, the Ovation2 DX; and formation of a sales and marketing
division that combines a direct and indirect domestic sales force
and reintroduces international sales.

                       Industry Overview

Globally general aviation is a $41 billion industry that is
clearly an integral part of our nation's transportation system and
economy. The industry generated over $11 billion in new aircraft
sales in 2002. U.S. sales figures exceeded $7.8 billion in 2002.
Although the sales figures were down from 2001 prior years have
set new revenue records. 2002 sales exceeded 1999 figures and the
industry has grown threefold from 1996.

Numerous steps are being taken by the industry to stimulate sales
including: changes in the tax code which allows accelerated
depreciation, promotion of innovative new products, financing
incentives, innovative ownership strategies (fractional ownership)
and continued support from the state and federal government to
provide an atmosphere conducive to growth.

The industry is broken down into four aircraft categories: single
engine piston (Mooney's category); multi-engine piston; turboprops
and business jets representing over 2500 total aircraft sold in
2002. Single engine piston aircraft lead the way in 2002 with over
1440 aircraft sold worldwide. Industry leaders include Boeing
Business Jets (NYSE:BA), Bombardier (Toronto Exchange: BBDa.TO),
Cessna (a division of Textron Inc. NYSE:TXT), Cirrus Designs,
Dassault, Mooney Aerospace Group (OTCBB:MASG), Gulfstream (a
General Dynamics Company NYSE:GD), Maule Air, Piaggio, Pilatus,
Beechcraft (a Division of Raytheon Company (NYSE:RTN), Socata and
Piper Aircraft (American Capital Strategies Nasdaq:ACAS). Over
214,000 general aviation airplanes are currently flying in the
U.S. ranging from two-seat training aircraft to business jets.
Industry trade organizations include General Aviation
Manufacturers Association -- http://www.gama.aero-- Aircraft  
Pilots Owners Associations -- http://www.apoa.org-- and National  
Business Aviation Association -- http://www.nbaa.com (Source:  
General Aviation Manufacturers Association 2003 Annual Industry
Overview).

As reported in Troubled Company Reporter's June 19, 2003 edition,
Mooney Aerospace Group reached agreement and implemented a
restructuring plan with all of its convertible note holders to
waive all outstanding defaults and set fixed note conversion
prices. The floating conversion features have been removed. In
connection with the restructuring, the Company has received more
than $5,000,000 of new funding.


NATIONAL STEEL: Court Finds the Disclosure Statement Adequate
-------------------------------------------------------------
Judge Squires finds that the Disclosure Statement, as amended,
provides adequate information to allow a hypothetical creditor to
make an informed decision whether to accept or reject the Debtors'
Liquidating Plan.  The National Steel Corporation and its debtor-
affiliates have successfully ironed out kinks in the Disclosure
Statement, which the objectors pointed out.  Accordingly, Judge
Squires approves the Amended Disclosure Statement.

Judge Squires will hold a hearing on October 23, 2003 to consider
confirmation of the Amended Liquidating Plan.

Judge Squires also rules that JFE Steel's objection is actually
an objection to the confirmation of the Plan.  The Court will
rule on JFE Steel's objection at the Plan Confirmation Hearing.
(National Steel Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NORSKE SKOG: Exchange Offer Extended Until August 29, 2003
----------------------------------------------------------
Norske Skog Canada Limited (TSX: NS), announced that it is further
extending the expiration date for its offer to exchange
U.S.$400,000,000 aggregate principal amount of its 8-5/8% Series D
Senior Notes Due 2011, which have been registered under the
Securities Act of 1933, as amended, for U.S.$250,000,000 aggregate
principal amount of its 8-5/8% Senior Notes Due 2011 and
U.S.$150,000,000 aggregate principal amount of its 8-5/8% Series C
Senior Notes Due 2011 until 5:00 p.m. New York City time on
August 29, 2003, unless further extended by Norske Skog Canada
Limited prior to such time.

The expiration date for the Exchange Offer was 5:00 p.m., New York
City time, on August 22, 2003, at which point, approximately
U.S.$249,500,000 of the U.S.$250,000,000 aggregate principal
amount of the outstanding 8-5/8% Senior Notes Due 2011 and
U.S.$150,000,000 of the U.S.$150,000,000 aggregate principal
amount of the outstanding 8-5/8% Series C Senior Notes Due 2011
had been tendered for exchange.

The extension is intended to allow additional time for the holders
of the remaining outstanding Old Notes to tender in exchange for
the New Notes. As a result of the extension, tenders of the Old
Notes, received to date, may continue to be withdrawn at any time
on or prior to the new expiration date. There can be no assurance
that Norske Skog Canada Limited will further extend the Exchange
Offer. Consequently, holders of Old Notes that do not tender
their notes for exchange may be left with an illiquid investment.
The Company therefore urges holders of Old Notes to tender their
notes for exchange as soon as possible.

                        *   *   *

In February 2003, Standard & Poor's lowered its credit rating of
the Company's long-term corporate and senior unsecured debt by
one level, from BB+ to BB, and affirmed its existing debt on its
senior secured debt as BB+. S&P's outlook for the Company's
business is stable.


NOVA CHEMICALS: Expects Power Outage to Impair Q3 Fin'l Results
---------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX)(TSX:NCX) announced that its
four plants in Ontario, Canada, and its expandable polystyrene
plant in Painesville, Ohio are returning to normal operations
after suddenly being brought down by the recent power outage that
occurred in the Midwestern and Northeastern United States and
Eastern Canada.

The company expects to lose roughly 150 million pounds of
ethylene, chemical co-products, polyethylene, styrene and
expandable polystyrene production by the time its facilities can
operate at full capacity. As a result, third quarter earnings will
be reduced by approximately $10 million or $.12 per share.

"The widespread loss of electrical power impacted our operations
more than any of our direct competitors," said Jeffrey M. Lipton,
President and Chief Executive Officer, NOVA Chemicals. "However,
the loss we suffered was somewhat mitigated by seasonally soft
demand in July and August and the fact that margins for the
affected products have narrowed over the summer."

In addition to the lost profit, NOVA Chemicals faces a temporary
surge in working capital needs to cover feedstock shipments that
could not be cancelled in time to forestall a build-up in
inventory. "The capital requirements will be easily covered by our
cash reserves and can be expected to return to normal levels by
the fourth quarter," Lipton said.

NOVA Chemicals Corporation (S&P, BB+ Long-Term Corporate Credit
Rating, Positive) is a focused commodity chemical company,
producing olefins/polyolefins and styrenics at 18 locations in the
United States, Canada, France, the Netherlands, and the United
Kingdom. NOVA Chemicals Corporation shares trade on the Toronto
and New York exchanges under the trading symbol NCX.

Visit NOVA Chemicals on the Internet at
http://www.novachemicals.com


NRG ENERGY: Court Okays Proposed Lease Rejection Procedures
-----------------------------------------------------------
Edward O. Sassower, Esq., at Kirkland & Ellis, in New York,
reports that the NRG Energy Debtors are in the process of
evaluating which executory contracts and unexpired non-residential
real property leases should be rejected.  

Accordingly, the Debtors sought and obtained the Court's approval
to implement these Rejection Procedures:

A. Any Contract or Lease determined by the Debtors to be
   unnecessary or burdensome to their ongoing business operations
   will be rejected after five business days written notice, via  
   facsimile or overnight mail, to:

     (i) the counterparty under the Contract or Lease at the last
         known available address;

    (ii) the counsel for the Official Committee of Unsecured
         Creditors; and

   (iii) the U.S. Trustee for the Southern District of New York.

B. The Rejection Notice will include a copy of the order
   approving the Rejection Procedures;

C. If an objection to a Rejection Notice is filed by (i) a
   counterparty to a Contract or Lease, (ii) the Unsecured
   Creditors' Committee, or (iii) the U.S. Trustee, and timely
   served on, and actually received by, the Debtors' counsel,
   before the expiration of the five-business day notice
   period, the Debtors will seek a hearing to consider the
   objection at the Court's earliest convenience;

D. If no objections are timely received, then the applicable
   Contract or Lease will be deemed rejected as of the date of
   the Rejection Notice unless otherwise agreed, in writing, by
   the Debtors and the counterparty;

E. If an objection to a Rejection Notice is timely received, and
   the Court ultimately upholds the Debtors' determination to
   reject the applicable Contract or Lease, then the applicable
   Contract or Lease will be deemed rejected as of the date of
   the Rejection Notice unless otherwise agreed, in writing, by
   the Debtors and the counterparty; and

F. Claims arising out of the rejection of the Contracts and
   Leases must be filed with the Court or any Court-approved
   claims processing agent by the later of:

     (i) the deadline for filing proofs of claim established by
         the Court; or

    (ii) 60 days after the effective date of the rejection,
         unless otherwise agreed by the Debtors and the
         counterparty.

The Court also authorizes:

   (a) the abandonment of certain personal property, furniture,
       fixtures or equipment at the rejected leased premises,
       pursuant to Section 554 of the Bankruptcy Code, on the
       Effective Lease Rejection Date; and

   (b) the Debtors to execute and deliver all instruments and
       documents, and take other actions as may be necessary or
       appropriate to implement the Rejection Procedures.  The
       Court Order is without prejudice to the Debtors' right to       
       seek further other or different relief regarding the
       Contracts and Leases.

If the Debtors have deposited amounts with a counterparty as a
security deposit or other arrangement, the counterparty is not
permitted to set off or otherwise use those amounts without a
prior Court order.

Mr. Sassower relates that the Rejection Procedures fairly
balances the creditors' and landlords' need for certainty with
the Debtors' need to move quickly and to cut off the accrual of
postpetition rent and other charges that are not beneficial to
their estates.  At the same time, the Rejection Procedures afford
parties-in-interest the opportunity to appear and be heard
regarding the proposed Contract or Lease rejection.  The
Rejection Procedures will also save substantial legal expense and
Court time that would otherwise be incurred if multiple hearings
were held on separate motions with respect to every Contract or
Lease that the Debtors determine should be rejected. (NRG Energy
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NVIDIA CORP: Completes Acquisition of MediaQ, Inc. Business
-----------------------------------------------------------
NVIDIA Corporation (Nasdaq: NVDA), a worldwide leader in visual
processing solutions, has completed its acquisition of MediaQ,
Inc., the leading provider of graphics and multimedia technology
for wireless mobile devices.

MediaQ was founded in 1997 to enable the development of feature-
rich mobile consumer devices by providing ultra-low power visual
processing solutions.  MediaQ customers include leading handset
and PDA manufacturers, such as Mitsubishi, Siemens, DBTel, Dell,
HP, Palm, Philips, Sharp, and Sony.

With its combined expertise in 3D, video, ultra-low power, and
wireless mobile architectures, NVIDIA now offers a comprehensive
roadmap of products for the rapidly growing mobile and handheld
market segments, including:  color handsets with high density
color displays and multi-media enabled PDAs.

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


OHIO CASUALTY: Appoints Myra C. Selby to Board of Directors
-----------------------------------------------------------
Ohio Casualty Corporation (Nasdaq:OCAS) has appointed Myra C.
Selby, 48, Indianapolis, Ind., a member of its Board of Directors,
effective Aug. 21, 2003.

Ms. Selby is a Partner in the Business Section of IceMiller, Legal
and Business Advisors, Indianapolis, Ind. Her broad-based practice
focuses on the areas of appellate law, compliance counseling,
business planning, and strategic and risk management for a diverse
group of clients, including insurance companies. She serves as
advisor for large institutional clients as well as individuals.
Ms. Selby served as a Justice on the Indiana Supreme Court from
January 1995 through 1999. Prior to her appointment to the Court,
Ms. Selby was Director of Health Care Policy for the State of
Indiana, where she was responsible for policy development and the
execution of state health care programs, including Medicaid
managed care.

"Myra brings to the Board a valuable perspective as a successful
business advisor, attorney and former State Supreme Court
justice," commented Lead Director Stanley N. Pontius. "Her
understanding of the insurance industry, legal system, and
corporate issues will be a welcome resource, and we feel she will
provide meaningful contributions to the Board."

A graduate of Kalamazoo College (Mich.), Ms. Selby received a
Juris Doctorate Degree from the University of Michigan School of
Law. She is a member of the Indiana State Bar Association,
American Bar Association, America Health Lawyers Association and
the American Law Institute. Ms. Selby has written and lectured
widely, serving as a regular columnist for the Indianapolis
Business Journal. She is listed in "The Best Lawyers in America"
and featured in Indiana's "Trailblazing Women 2000."

She also is a member of a number of community, academic, and civic
organizations, including: Board of Governors of the Indianapolis
Museum of Art; Board of Directors of Ballet Internationale;
Committee of Visitors of the University of Michigan Law School;
and Board of Visitors of the Indiana University School of Public
and Environmental Affairs.

This brings the total number of directors on the Ohio Casualty
Corporation Board of Directors to 12.

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

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

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


ONESOURCE TECH.: June 30 Balance Sheet Upside-Down by $570,000
--------------------------------------------------------------
OneSource Technologies, Inc., (OTCBB:OSRC) reported consolidated
revenues of $771 thousand for the quarter ended June 30, 2003, a
7% increase over second quarter 2002 revenues of $721 thousand.

Consolidated year-to-date revenues of $1.5 million were also 7%
greater than the $1.4 million reported for the first six months of
2002. The Company reported Net Losses of $84 thousand and $97
thousand for the quarter-ended June 30 and year-to-date 2003
respectively, compared to Net Income of $54 thousand and Net
Losses of $57 thousand respectively for the quarter ended June 30
and year-to-date 2002.

"Revenues through the second quarter 2003 continued to show
improvement over the prior year", said Michael Hirschey, CEO of
the Company. "And both operating divisions continued to contribute
positive cash flow," continued Hirschey. "But we elected to settle
a number of legacy issues that have been distracting management
rather than continue to incur further legal costs of pursuing them
and in doing so we incurred settlement fees of about $93 thousand
in the quarter that essentially eliminated our profit for the
periods", added Hirschey. "The good news though is we now have
these distractions behind us so we can concentrate on again
growing the business and regain the momentum we enjoyed in the
past," concluded Hirschey.

OneSource is engaged in three closely related and complimentary
lines of IT and business equipment support products and services,
1) equipment maintenance services, 2) equipment installation and
integration services, and 3) value added equipment supply sales.
Each segment also utilizes the Internet to facilitate distribution
of its service and product offerings. OneSource is a leader in the
technology equipment maintenance and service industry and is the
inventor of the unique OneSource Flat-Rate Blanket Maintenance
System(tm). This innovative patent pending program provides
customers with a Single Source for all general office, computer
and peripheral and industry specific equipment technology
maintenance and installation services.

OneSource's Cartridge Care division is a quality leader in
remanufactured toner cartridge distribution in the southwest and
is the supplier of choice for a number of Fortune 1000 companies
in that region. OneSource has realigned this division and invested
heavily in eCommerce initiatives to stage the division for
substantial expansion over the next two years to enable Cartridge
Care to extend its high quality reputation beyond its southwestern
regional roots.

OneSource's June 30, 2003 balance sheet shows a working capital
deficit of about $1 million, and a total shareholders' equity
deficit of close to $570,000.

OneSource is engaged in two closely related and complimentary
lines of technology and business equipment support activities; 1)
equipment maintenance services, ("Maintenance"), 2) value added
equipment supply sales, ("Supplies"). OneSource is a leader in the
technology equipment maintenance and service industry and is the
inventor of the unique OneSource Flat-Rate Blanket Maintenance
System(tm). This program provides customers with a Single Source
for all general office, computer and peripheral and industry
specific equipment technology maintenance, installation and
supplies products.

                    Liquidity and Capital Resources

The following table sets forth selected financial condition
information as of June 30, 2003 compared to December 31, 2002:

  Balance Sheet                          2003           2002
  -------------                          ----           ----
  Working Capital                   ($1,031,188)   ($1,007,838)
  Total Assets                       $1,137,200     $1,205,944
  Debt Obligation                    $1,033,120       $985,310
  Shareholders' Deficit               ($568,869)     ($530,543)

Liquidity and capital resources continued to be a problem during
the first six months of 2003. Total costs exceed revenues
throughout the first six months ended June 30, 2003, but are
expected to improve in the third quarter. If not for the loss from
legal settlements of $92,768 recorded in the quarter ended June
30, 2003 and the associated legal fees, the Company would have
been profitable and would have generated positive cash flow in the
second quarter. With these legal issues now behind the Company,
management believes it can continue to improve both cash flow and
profitability in the near-term through continued new business. In
addition, management is continuing its efforts to negotiate
additional funding opportunities intended to re-capitalize the
Company.

In March 2001 the Company and holders of four of the Company's
notes payable that were due in March and September of 2001 entered
into Note Deferral and Extension Agreements wherein each note
holder agreed to defer all principal payments until July 15, 2001.
The Company agreed to make a twenty-five percent (25%) principal
payment to each note holder on July 15, 2001. The notes' due dates
were extend to July 15, 2002, but by that date the Company was
unable to make the scheduled partial principle payment or commence
making level monthly principal and interests payments over the
remaining twelve-month period of the notes. As part of that
agreement the Company also agreed to increase the interest rates
of the notes from their stated twelve to fourteen percent (12% to
14%) to eighteen percent (18%). The Company has continued to make
timely monthly interest payments to the holders. Further, the
Company is in communication with the holders and management
believes it will be able to negotiate an arrangement that will not
adversely impact the Company's continuing operations.

At June 30, 2003, the Company had accrued approximately $47,000 of
unpaid payroll taxes, interest and penalties due the IRS. At the
end of June 2002, the Company submitted required documentation in
support of its "Offer In Compromise" previously filed in 2001 to
the IRS. Management believes the Company will be able to
successfully liquidate this liability and that the ultimate
outcome will not have an adverse impact on the Company's financial
position or results of operations.


PARTHENON: Class B Notes Rating Down to Speculative-Grade Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Parthenon CSO 2001-2 PLC's class A and B tranche of credit-linked
notes due April 12, 2006.

The rating action follows four declared credit events and further
deterioration of credit quality that has occurred in the
underlying Eur1.0 billion reference portfolio.

The ratings reflect the credit quality of the reference credits,
the level of credit enhancement provided by subordination, and
Parthenon's ability to meet its payment obligations as issuer of
the credit-linked notes.
   
                    RATINGS LOWERED
                Parthenon CSO 2001-2 PLC
   
        Class            Rating
                   To             From
        A          A+             AAA
        B          B+             BBB


PG&E NAT'L: USGen Will Honor Prepetition Critical Vendor Claims
---------------------------------------------------------------
Judge Mannes authorizes USGen to pay prepetition Critical Vendor
Claims up to $750,000 maximum provided that:

   (a) the Critical Vendor agrees to continue the supply of goods
       and services to USGen on customary trade terms;

   (b) the failure to maintain the customary trade terms during   
       the case will cause USGen to deem the payments as  
       unauthorized postpetition transfers -- USGen may demand  
       payment in cash plus interest as a result;

   (c) USGen will obtain written verification of the trade terms   
       from the Critical Vendors before issuing payment; and  

   (d) the payments made will not be deemed to constitute
       postpetition assumption of any contract or lease.

USGen is also authorized, but not directed, to pay four
prepetition claimants up to $600,000 maximum:

   (1) O'Connor Constructors, Inc.
       45 Industrial Drive
       Canton, MA 02021

   (2) Monson Companies, Inc.
       P.O. Box 3000
       Hartford CT 06150

   (3) Waste Management
       P.O. Box 830003
       Baltimore, MD 21283-0003

   (4) CEM Compliance Service
       219 Ocean Road
       Narragansett, R.I. 02882
(PG&E National Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PILLOWTEX: Look for Schedules & Statements Around Sept. 28
----------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates sought and
obtained Court approval to extend the time for them to file,
pursuant to Local Bankruptcy Rules 1007-1(b) and (c), their
schedules of assets and liabilities, a schedule of current income
and expenditures, a schedule of executory contracts and unexpired
leases and a statement of financial affairs. Judge Walsh extends
the deadline for the Debtors to file their Schedules and
Statements until September 28, 2003. (Pillowtex Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


POLAROID CORP: Court Extends Lease Decision Time to November 30
---------------------------------------------------------------
The Polaroid Corporation Debtors sought and obtained Court
approval, under Section 365(d)(4) of the Bankruptcy Code, to
extend the time within which they must assume or reject their
unexpired leases of non-residential real property through and
including:

    (a) the earlier of November 30, 2003, that is approximately
        four months from July 31, 2003, the deadline previously
        ordered by the Court; or

    (b) the date of confirmation of a plan of reorganization.

The Debtors hope to complete the task of analyzing the remaining
Unexpired Leases during the time period.  

The request is without prejudice to the Debtors seeking a further
extension of the Section 365(d)(4) deadline if circumstances so
warrant. (Polaroid Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PRIMUS: Will Present at New York & Toronto Investor Conferences
---------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, data, Internet, and Web hosting services,
announced that its management has accepted invitations to present
at three brokerage firm-sponsored investor conferences to be held
next month.

On September 4, 2003, PRIMUS will present at the Kaufman Bros. 6th
Annual Communications, Media & Technology Conference. The
conference will be held in New York at the Hotel W, located at 541
Lexington Avenue, New York City. Kaufman Bros., L.P., is a
research-based, full service investment bank, securities trading
firm, and brokerage operation serving the communications universe.
For more information please go to http://www.kbro.com  

On September 16, 2003, PRIMUS will present at the BMO Nesbitt
Burns - 2003 Telecom Conference. The conference will be held in
the York Room, 68th Floor, 1 First Canadian Place, Toronto,
Canada. BMO Nesbitt Burns is a full-service Canadian investment
bank offering corporate, institutional and government clients
access to a broad range of products and services. For more
information please go to http://www.bmonesbittburns.com  

On September 23, 2003, PRIMUS will present at the Jefferies &
Company High Yield Communications & Media Conference. The
conference will be held in New York at the W Hotel, located at 201
Park Avenue South, New York City. Jefferies is a leading
investment bank serving mid-cap investors and issuers. For more
information please go to http://www.jefco.com  

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is a
global telecommunications services provider offering bundled
voice, data, Internet, digital subscriber line, Web hosting,
enhanced application, virtual private network, voice-over-Internet
protocol, and other value-added services. PRIMUS owns and operates
an extensive global backbone network of owned and leased
transmission facilities, including approximately 250 points-of-
presence throughout the world, ownership interests in over 23
undersea fiber optic cable systems, 19 international gateway and
domestic switches, a satellite earth station and a variety of
operating relationships that allow it to deliver traffic
worldwide. PRIMUS also has deployed a global state-of-the-art
broadband fiber optic ATM+IP network and data centers to offer
customers Internet, data, hosting and e-commerce services. Founded
in 1994 and based in McLean, VA, PRIMUS serves corporate, small-
and medium-sized businesses, residential and data, ISP and
telecommunication carrier customers primarily located in North
America, Europe and the Asia-Pacific regions of the world. News
and information are available at PRIMUS's Web site at
http://www.primustel.com


QWEST COMMS: Applauds FCC Decision in Broadband Communications
--------------------------------------------------------------
The following statement on the Federal Communications Commission's
Triennial Review order is attributable to Steve Davis, Qwest
senior vice president of public policy.

"We are in the process of reviewing the 576-page report and need
time to fully analyze its effects on our business and customers.
Our initial review suggests that the FCC made the right decision
in the area of broadband communications - taking a pro-investment
and pro-competitive approach to the deployment of new facilities.
That's good for consumers and good for economic development.

"However, with respect to the traditional telephone network, we
remain disappointed with the majority's decision to allow other
companies, notably AT&T and MCI, to continue to use our network at
below-cost rates rather than invest in facilities of their own.
It's unfair to Qwest customers that they continue to be forced to
subsidize these giant corporations. We will work with each of our
state commissions to do what the FCC was charged with doing, but
failed - eliminate these subsidies wherever possible, as soon as
possible."

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


REVCARE: Pursuing Additional Financing from Shareholder FBR
-----------------------------------------------------------
Revcare Inc. has been negotiating a possible financing with its
majority stockholder, FBR Financial Services Partners, L.P.  On
August 13, 2003, the Company executed the relevant documents under
which FBR agreed to provide Revcare a $500,000 unsecured loan.  
Russ Mohrmann (and his affiliated entities) and Rob Perez, the
holders of related party indebtedness, have agreed that any
repayment of their loans and this new $500,000 loan will be made
on an equal, pro rata, basis. This loan is a short-term demand
loan, the proceeds of which are to be used for working capital
purposes. However, the due date of this loan is subject to
extension if certain conditions are met.

On August 14, 2003, the Company also executed a non-binding term
sheet with FBR regarding a possible additional financing by FBR in
the form of a $1,000,000 secured, convertible loan.  One of the
conditions of the closing of this additional loan is the exchange
of certain assets related to the Company's temporary staffing
division, known as Hospital Employee Labor Professionals to Mr.
Mohrmann. It is anticipated that if the Company enters into this
$1,000,000 loan transaction, the maturity date of all indebtedness
that it owes to FBR (which will then be in the approximate
principal amount of $2,600,000, plus accrued interest of
approximately $100,000 which will be added to such principal) will
be extended such that all outstanding principal and accrued
interest will be due two years from the closing, subject to
customary events of acceleration.  In addition, Revcare expects
that the notes evidencing all of its indebtedness to FBR will be
amended and restated into a single promissory note, with the same
terms.

The use of proceeds for the $1,000,000 loan will be to reduce the
collections payable to certain of the Company's California-based
delinquent debt collection clients. In Revcare's Form 8-K dated
July 10, 2003 and filed with the SEC, the Company reported that
the collections payable in arrears as of June 30, 2003 was
$1,896,175. The amount in arrears, as of July 28, 2003, has been
reduced to $1,782,408. The Company intends to further reduce the
remaining balance in arrears of $782,408 (following the
application of the $1,000,000 FBR loan) by contacting certain of
these clients, who owe the Company approximately $161,000 in
service fees, and obtaining their permission to offset Revcare's
fees from the amount of collections payable owed to them. Revcare
intends to pay off the remaining collections payable balance from
additional new financing and funds from operations, although there
can be no assurance that any new financing transaction (including
this new proposed additional $1,000,000 loan from FBR) can be
arranged on terms satisfactory to the Company, or at all, or that
the Company's operations will generate funds sufficient to reduce
the balance.

On August 13, 2003, Revcare also entered into a non-binding term
sheet with Mr. Mohrmann regarding the possible exchange of certain
assets related to the Company's temporary staffing division, known
as HELP, for, among other things: (1) a reduction of approximately
$1,900,000 of the indebtedness owed him and his affiliates by the
Company, (2) the full subordination of the net remaining
indebtedness owed to him and his affiliates to the indebtedness
owed to Revcare's other lenders and the release of his security
interest and (3) the extension of such net remaining indebtedness,
with monthly payments of $25,000 commencing September 1, 2004, all
of which terms the Company has been negotiating with Mr. Mohrmann
over the past few weeks.  In conjunction with the transaction, Mr.
Mohrmann would resign his position with Revcare. As previously
reported, in September 2001 Revcare borrowed $350,000 from Mr.
Mohrmann and its chief executive officer, Manuel Occiano, under a
line of credit. The current outstanding principal balance under
this loan is $275,000. In connection with negotiations, Revcare
began making monthly principal payments on this loan in August
2003 in the amount of $25,000, in addition to its monthly interest
payments.

Revcare anticipates the closing of the HELP transaction to occur
on or about August 31, 2003. Mr. Perez has agreed, like FBR, to
extend the due date of his existing indebtedness to two years
following the closing of the HELP transaction. Due to the
reduction of certain overhead expenses attributable to HELP and
the cessation of Mr. Mohrmann's salary and benefits post-closing,
Revcare anticipates that the divestiture of HELP will have a minor
impact on its income statement. Although the Company has executed
the non-binding term sheet with Mr. Mohrmann, there can be no
assurance that the transaction will be arranged on terms
satisfactory to Revcare, or at all

In the report to the SEC dated July 10, 2003, Revcare also
reported that the practice of transferring funds collected on
behalf of certain California-based delinquent debt collection
clients to operating accounts or delay in remitting funds might be
deemed a breach of its obligations. The Company also reported that
it had discontinued transferring such funds to operating accounts
and that it was taking steps to reduce the collections payable
balance. As a point of clarification to the prior disclosure, the
Company believes that a consequence of any such potential breach
is that certain of its California-based delinquent debt collection
clients may feel damaged and may request compensation. To the
extent it is unable to reach an agreement with entities that
request compensation, such entities may initiate legal efforts to
pursue claims against the Company. In connection with the process
to reduce the collections payable balance owed to certain of its
California-based delinquent debt collection clients, the Company
intends to contact those clients and offer to pay interest to
those who assert a claim of damages as a result of Revcare's past
practice. The Company's Audit Committee has continued to take
steps to address these practices, including those previously
announced and described above.

While Revcare's chief financial officer, Fred McGee, agreed with
the Audit Committee's decision to discontinue the practice of
transferring funds collected on behalf of certain California-based
delinquent debt collection clients to operating accounts, he
disagrees with its conclusion that certain of the Company's past
business practices might be deemed a breach of obligations to such
clients. As a consequence of this disagreement, Mr. McGee has
resigned as CFO, effective immediately. Revcare anticipates
initiating a search for his replacement shortly.

                        *   *   *

as reported in the July 15, 2003, edition of the Troubled Company
Reporter, The Company engaged Grant Thornton LLP to audit its
consolidated financial statements for the fiscal year ended
September 30, 2002. Grant Thornton LLP has not yet completed its
audit. All financial statements accompanying the reports being
prepared for filing with the SEC have been prepared assuming that
the Company will continue as a going concern. However, during the
course of the audit work, Grant Thornton LLP informed Revcare of
the possibility that its audit report may contain a statement to
the effect "that factors discussed in the financial statements
raise substantial doubt about the Company's ability to continue as
a going concern."


SAFETY-KLEEN: Seeks OK to Buy Land to Implement SCDEC Settlement
----------------------------------------------------------------
Safety-Kleen (Pinewood), Inc. operated a hazardous waste
treatment, storage and disposal facility and a hazardous waste
landfill in Sumter County, South Carolina.  On March 21, 1994,
DHEC issued a final permit to SK Pinewood, which allowed SK
Pinewood to operate the Pinewood Facility and required SK Pinewood
to maintain certain financial assurances for closure, post-closure
and liability coverage for the Pinewood Facility.

As required by its Permit, SK Pinewood provided assurances through
surety bonds and insurance, including certain bonds issued by
Frontier Insurance Company.  On June 1, 2000, the U.S. Department
of Treasury announced that it had removed Frontier from its
listing of approved sureties and DHEC issued an emergency order on
June 9, 2000, in which it directed SK Pinewood to provide
alternate financial assurance or commence steps to affect the
permanent closure of the Pinewood Facility.

On April 4, 2000, the South Carolina Court of Appeals determined
that no further capacity remained at the Pinewood Facility under
the Permit. This determination became final on June 14, 2000 --
five days after the Petition Date.  On June 14, 2000, DHEC
demanded that SK Pinewood commence steps to permanently close the
Pinewood Facility.  The United States Court of Appeals for the
Fourth Circuit further determined, on December 19, 2001, that
DHEC's June 9, 2000 order was not subject to the automatic stay.

As a result of DHEC's orders, SK Pinewood no longer accepts waste
for treatment, storage or disposal at the Pinewood Facility.  DHEC
has asserted that SK Pinewood and other Debtors are responsible
for undertaking closure and post-closure care activities at the
Pinewood facility.  DHEC also filed a motion asserting that it
should be allowed an administrative expense claim for $111,477,474
to be used towards any necessary remediation of any releases of
hazardous constituents from the Pinewood Facility during the 100
years following closure of that facility.

On October 15, 2002, following lengthy and complex negotiations,
the Debtors and DHEC entered into a settlement agreement resolving
DHEC's claims with respect to the Pinewood Facility.  The
Settlement Agreement is incorporated into the Plan, which
provides, among other things, that to the extent necessary, the
Plan constitutes a request for approval of the Settlement
Agreement.

Under the Plan and pursuant to the terms of the Settlement
Agreement, on the Effective Date, SK Pinewood must transfer to the
Site Trust:

      (a) Real Property owned by SK Pinewood and utilized in
          the operation of the Pinewood Facility;

      (b) Personal Property owned by SK Pinewood and located
          at the Pinewood Facility on the Effective Date;

      (c) Leasehold Interests of SK Pinewood utilized in the
          operation of the Pinewood Facility; and

      (d) Permits for the Pinewood Facility issued by DHEC.

The Settlement Agreement describes the six pieces of real property
leased and utilized by SK Pinewood in the operation of the
Pinewood Facility that must be transferred to the Site Trust.  To
transfer these properties to the Site Trust, Safety-Kleen Pinewood
must first purchase the properties from their owners.  The Debtors
have engaged in arm's-length negotiations with the owners that
resulted in these Contracts:

A. The Dargan Elliot Contract

   The Debtors negotiated a contract for the purchase and sale
   of real property between Dargan P. Elliot, Jr. and SK
   Pinewood.  Under the Dargan Elliot Contract, SK Pinewood
   will pay $157,068.69 for five properties in Sumter County,
   South Carolina.  These five properties are part of the
   Pinewood Facility and are indicated on the Sumter County
   Tax Map as:

      (i) 11-100-01-019 (26.5 acres);

     (ii) 11-100-01-022 (26.11 acres);

    (iii) 11-100-01-023 (19.21 acres);

     (iv) Parcel P (9.52 acres); and

      (v) Parcel O (8.43 acres).

   The Dargan Elliot Contract also requires SK Pinewood to
   pay $91,931.31 as a reimbursement for the property taxes
   previously paid on the properties by Mr. Elliot during the
   period SK Pinewood was leasing the property.  The Dargan
   Elliot Contract is contingent on the Court's approval of
   both the contract and the Settlement Agreement.

B. The Swamp Lot Contract

   The Debtors negotiated a contract for the purchase and sale
   of real property between Dargan P. Elliot, Jr., Margaret
   Elliot King, William L. Elliot and SK Pinewood, dated
   January 27, 2003.  Under the Swamp Lot Contract, SK
   Pinewood will pay $1,000 for a property in Sumter County,
   South Carolina.  This property also is part of the Pinewood
   Facility and is indicated on the Sumter County Tax Map as
   11-200-01-002 (0.5 acres).  The Swamp Lot Contract is
   contingent upon the Court's approval of both the contract
   and the Dargan Elliot Contract.

Section 105(a) of the Bankruptcy Code permits the Court to "issue
any order, process, or judgment that is necessary or appropriate
to carry out the provisions of [the Bankruptcy Code]."  Section
363 provides that the debtor "after notice and a hearing, may use,
sell, or lease, other than in the ordinary course of business,
property of the estate."  In this Circuit, a debtor should be
authorized to use assets out of the ordinary course of business
pursuant to Section 363 if the debtor can demonstrate a sound
business justification for the proposed transaction.

Accordingly, Judge Walsh approves the sale contracts. (Safety-
Kleen Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


SINGING MACHINE: Selling $4 Million of Convertible Debentures
-------------------------------------------------------------
The Singing Machine Company (AMEX:SMD) has entered into a
definitive agreement to sell $4 million of convertible debentures
to an unaffiliated group of institutional investors.

"This transaction is yet another vote of confidence in Singing
Machine's business model and our entire team. The $4 million
convertible debenture financing is in addition to the new $12.5
million credit facility with LaSalle Business Credit we announced
earlier today and the $2.0 million in subordinated debt financing
we completed earlier this month. We are confident that we have the
resources we need to implement our business plan and achieve our
objectives for the year," said Chief Executive Officer Robert
Weinberg.

                     Convertible Debentures

The 8% convertible debentures have a term of 30 months and are
redeemable at Singing Machine's option under certain conditions.
Holders have the option to convert their debentures into shares of
Singing Machine common stock, subject to certain conditions, at a
conversion price of $3.85 per share, representing approximately
1,039,000 shares if all the debentures are converted. The
debentures include three-year warrants to purchase up to
approximately 416,000 additional Singing Machine common shares at
exercise price of $4.03 per share. The Company has agreed to
register the re-sale of these shares.

Incorporated in 1982, The Singing Machine Company develops and
distributes a full line of consumer-oriented karaoke machines and
music under The Singing Machine(TM), MTV(TM), Nickelodeon(TM),
Hardrock Academy(TM) and Motown(TM) brand names. The first to
provide karaoke systems for home entertainment in the United
States, Singing Machine sells its products in North America,
Europe and Asia.

As reported in Troubled Company Reporter's July 29, 2003 edition,
Grant Thornton LLP, Miami, Florida, in reporting on the financial
condition of Singing Machine Co., Inc., stated in its Auditors
Report dated June 24, 2003:  "The accompanying financial
statements have been prepared assuming the Company will continue
as a going concern. [O]n March 14, 2003, the Company was notified
of its violation of the net worth covenant of its Loan and
Security Agreement with its commercial lender and the Company was
declared in default under the Agreement. As of June 24, 2003, the
Company has minimal liquidity. In June 2003, this Lender amended
the Agreement through July 31, 2003 but did not waive the
condition of default.  This continuing condition of default raises
substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty."


SMITHFIELD FOODS: Reports Improved 1st Quarter Financial Results
----------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) announced that earnings for the
first quarter of fiscal 2004 were $22.1 million, or $.20 per
diluted share, versus $11.8 million, or $.11 per diluted share, a
year ago.
    
Following are the company's sales and operating profit by segment:
    
                                               13 Weeks Ended
(in millions)                    July 27, 2003     July 28, 2002
     Sales
        Pork                        $1,158.5          $1,054.9
        Beef                           605.4             559.0
        International                  373.8             322.8
        Hog Production                 335.8             273.8
                                     2,473.4           2,210.5
     Intersegment                     (267.2)           (209.8)
           Total Sales              $2,206.2          $2,000.7
    
    
     Operating Profit
        Pork                          $(20.1)             $3.6
        Beef                            32.0              21.9
        International                    7.6              13.7
        Hog Production                  58.1              18.9
        Corporate                      (14.8)            (14.9)
           Total Operating Profit      $62.6             $43.2
    
The improved results were due to sharply higher earnings in hog
production as a result of a 22 percent increase in domestic
average live hog market prices, partially offset by increased
grain costs, compared to the same quarter last year.

The increase in live hog prices moderated significantly during the
quarter due to higher shipments of live hogs from Canada into the
United States. Prior to the first quarter, live hog prices had
been depressed in the U.S., and generally below break-even, for
nearly a year.  During the quarter, higher shipments of live hogs
from Canada resulted from lower Canadian live cattle prices
following the report of a single case of bovine spongiform
encephalopathy in that country in May.  The U.S. Department of
Agriculture imposed a ban on the importation of ruminants and
ruminant products from Canada, including beef, cattle and animal
feed in response to the report.  This sharply lower cattle market
in Canada triggered a decline in demand for pork and an increase
in live hog and fresh pork exports to the U.S., where prices were
higher.

The environment for fresh pork continued to remain very poor
throughout the first quarter.  The summer months and the company's
first fiscal quarter are historically the weakest period for fresh
pork.  The impact of rising hog costs, combined with an influx of
Canadian fresh pork, further pressured fresh pork margins and
contributed to the disappointing results.  Average unit selling
prices for fresh pork and processed meats rose only about one-half
as much as the increase in the cost of hogs.  Fresh pork volume
declined five percent compared to the same quarter a year ago.

Processed meats volume grew more than five percent, although  at
lower margins than last year's first quarter.  Hot dogs, dry and
pre-cooked sausage, pre-cooked meat entrees and pre-cooked ribs
grew volume at double-digit rates.

Beef operations continued to experience strong margins in spite of
higher cattle costs.  Beef demand remained at high levels in the
face of record high prices.  International results were below
those of last year as a result of lower earnings in Canada and
Poland.

"The quarter was difficult for Smithfield and the industry as
factors beyond our control altered the otherwise improving
environment," said Joseph W. Luter, III, chairman and chief
executive officer.  "The hog breeding herd in the United States is
at a record low, production of all proteins should be lower in
calendar 2003 and frozen inventories of all proteins continue to
trend downward and are approaching normalized levels.  All of the
fundamentals for a healthy protein complex are in place, except
for rising imports of hogs and fresh pork from Canada," he said.

Mr. Luter noted that U.S. live hog and fresh pork prices have  
been depressed by this external event.  The recent partial lifting
of the Canadian beef ban should slow Canadian hog exports in the
future, he said.

Mr. Luter stated that he expects market conditions for pork
processing to improve over time.  "Seasonally, our fresh pork
operations should recover in the fall.  Meanwhile, our processed
meats and beef operations remain strong. We believe that earnings
in fiscal 2004 will be well above those of 2003," Mr. Luter said.

With annualized sales of $8 billion, Smithfield Foods is the
leading processor and marketer of fresh pork and processed meats
in the United States, as well as the largest producer of hogs.  
For more information, please visit http://www.smithfieldfoods.com
    
                           *   *   *

As reported in Troubled Company Reporter's July 17, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and senior secured notes ratings on Smithfield Foods
Inc., on CreditWatch with negative implications.

The 'BB' senior unsecured and 'BB-' subordinated debt ratings on
Smithfield Foods were also placed on CreditWatch with negative
implications.


STARWOOD COMMERCIAL: Series 1999-C1 Note Ratings Cut & Affirmed
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
C-1 and D-1 of Starwood Commercial Mortgage Trust's commercial
mortgage pass-through certificates series 1999-C1. At the same
time, ratings on three other classes are affirmed.

The lowered ratings reflect the decline in operating performance
of this all-lodging mortgage pool. When Standard & Poor's affirmed
its ratings on the transaction in June 2002, net cash flow (NCF)
for the pool had only declined 1% from its level at issuance. NCF
has now declined 16% since issuance. The rating actions also
reflect the moderate increase (8%) in subordination levels since
issuance due to planned amortization, the sponsorship from the
parent company, Starwood Hotels & Resorts Worldwide Inc. ('BB+'),
as well as the strong name recognition of the collateral, which
includes the Westin and Sheraton hotel flags and the Phoenician
Resort.

Using results for the full year ending Dec. 31, 2002, Standard &
Poor's adjusted the borrower's net operating income for management
fees, franchise fees, furniture, fixtures, and equipment fees to
arrive at an adjusted NCF of $79.8 million. Utilizing a blended
capitalization rate of 11.4%, the loan-to-value ratio is estimated
at 71% and the debt service coverage ratio is 1.52x, based on a
refinance constant of 10.5%. These levels compare to a LTV of 65%
and a DSCR of 1.71x at the time of Standard & Poor's initial
rating in March 1999. The DSCR, based on the actual fixed-rate of
6.981% in place, was 2.35x for the full year 2002.

This transaction consists of one loan secured by 11 cross-
collateralized and cross-defaulted hotels including: the
Phoenician, Sheraton San Diego Hotel & Marina, Westin Mission
Hills, Westin Horton Plaza, Sheraton Parsippany, Sheraton Colony
Square, Westin Waltham, Westin Washington, Westin Atlanta North at
Perimeter, Westin Cincinnati, and Sheraton Needham. The two
largest assets are the Phoenician in Arizona and the Sheraton San
Diego Hotel & Marina (representing 26% and 27% of the pool's
total 2002 NCF, respectively). Overall occupancy at the 11 hotels
declined to 66.3% in 2002 from 72.4% as of March 1999. There is
geographic concentration risk, with California and Arizona
representing 37% and 28%, respectively, of the allocated loan
balance.

Operating performance of this portfolio of hotels has declined
slightly for the first half of 2003 compared to last year (overall
occupancy at 70.0%, average daily rate at $168.39, and revenue per
available room at $120.50, for the first six months of 2003
compared to 69.1%, $175.72, and $123.27, respectively, for the
same period last year).

Standard & Poor's believes that operating performance for this
portfolio of hotels will decline somewhat further in 2003, and
stabilize in 2004 at levels comparable to those reported in 2002.
   
                        RATINGS LOWERED
   
                Starwood Commercial Mortgage Trust
        Commercial mortgage pass-thru certs series 1999-C1
   
                         Rating
                Class   To     From   Balance ($ mil.)
                C-1     BBB-   BBB               74.8
                D-1     BB+    BBB-              41.5
   
                        RATINGS AFFIRMED
   
                Starwood Commercial Mortgage Trust
        Commercial mortgage pass-thru certs series 1999-C1
   
                Class   Rating    Balance ($ mil.)
                A-1-1   AA                   73.2
                A-2-1   AA                  218.2
                B-1     A                    91.8


TALKPOINT COMMS: Ability to Continue as Going Concern Doubted
-------------------------------------------------------------
TalkPoint Communications Inc. has suffered recurring losses from
operations, has experienced recurring negative cash flow from
operations, has a working capital deficiency and has a significant
accumulated deficit. The Company expects to continue to incur
significant operating expenses to support TalkPoint product
development efforts and to enhance its TalkPoint products,
Webcasting Services, sales and marketing capabilities. At this
stage, it is difficult to estimate the level of the Company's
sales in future periods, or when marketing initiatives will result
in additional sales. Accordingly, the Company expects to continue
to experience significant, material fluctuations in its revenues
on a quarterly basis for the foreseeable future. The Company has
required substantial funding through debt and equity financings
since its inception to complete its development plans and commence
full-scale operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Management's funding of operating losses to date and plans to
ultimately attain profitability include the effects of the recent
acquisition of certain Webcasting Services assets. On August 13,
2003 the Company executed a secured credit agreement with a
related party in the amount of $400,000.

TalkPoint's accumulated deficit was $90,097,000 from its inception
through June 30, 2003 and the Company expects to incur additional
operating losses for the foreseeable future, principally as a
result of expenses associated with product
development efforts and anticipated sales, marketing and general
and administrative expenses. During the second quarter of 2003,
TalkPoint satisfied its cash requirements principally from cash on
hand as of March 31, 2003, which was obtained primarily from the
closing of the Stock Purchase Agreement with Moneyline and other
investors in May 2002 and from cash flows from operations
primarily derived from Webcasting Services.

The Company had cash and cash equivalents of $508,000 at June 30,
2003 compared to $6,498,000 at December 31, 2002, a decrease of
$5,990,000, or 92%, primarily due to first and second quarter
losses and $844,000 placed in restricted cash as a security
deposit for its New York facility.


TEMBEC: Inks Agreement to Purchase Nexfor Sawmills in Canada
------------------------------------------------------------
Tembec announced, that it has reached an agreement to purchase the
Nexfor sawmills, located at La Sarre and Senneterre, Quebec, for
$CDN 49.2 million plus working capital. The transaction is
expected to close in the fourth calendar quarter of 2003 and is
subject to certain conditions being met as well as government and
other required approvals.

"This acquisition is part and parcel of our strategy to contribute
much needed consolidation in the softwood lumber industry in North
America," said Frank Dottori, Tembec President and CEO. "In
addition to providing a secure long-term fibre base for other
Tembec pulp and paper manufacturing operations in this area, this
latest acquisition should allow us to generate an additional $5 to
$10 million worth of synergies with Tembec's four existing
sawmills in the region, particularly in forest resource
management" added Mr. Dottori.

The acquired sawmills have a softwood allocation of approximately
1.1 million m3/yr, produce 260 million board feet of lumber
annually and employ close to 450 people. The acquisition will
boost Tembec's annual lumber capacity to over 1.7 billion board
feet.

On June 19, 2003, Tembec and Domtar announced that they had
reached an agreement-in-principle to create a joint venture with
equal ownership by the two companies. The new company, which would
include 21 sawmills owned by Tembec and Domtar, would have a
capacity of 2.1 billion board feet and a sales capacity of 2.6
billion board feet, making it the second-largest solid wood
product company in Canada and the fourth-largest in North America.
The joint venture transaction is expected to close by
September 30, 2003, and is subject to certain conditions,
including due diligence, negotiations for a definitive
agreement, approvals of both companies' boards of directors, as
well as government and other required approvals.

Under the Tembec agreement with Nexfor, the acquisition may be
concluded by Tembec or through the proposed joint venture. If the
transaction with Nexfor were to be concluded by the joint venture
between Tembec and Domtar, it would increase the joint venture's
annual production capacity to approximately 2.4 billion board feet
and its annual sales capacity to close to 3 billion board feet.

Tembec is an integrated Canadian forest products company
principally involved in the production of wood products, market
pulp and papers. The Company has sales of approximately $4
billion, with over 55 manufacturing sites in the Canadian
provinces of New Brunswick, Quebec, Ontario, Manitoba, Alberta and
British Columbia, as well as in France, the United States and
Chile. Tembec's Common Shares are listed on The Toronto Stock
Exchange under the symbol TBC. Additional information on Tembec is
available on its website at http://www.tembec.com

                            *   *   *

Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Tembec Inc. to 'BB' from 'BB+'. The downgrade
reflects the company's depressed profitability and cash flow
protection due to protracted weakness across the company's primary
markets, and inability to reduce debt in the near term to improve
credit measures.

At the same time, all ratings outstanding, including those on
subsidiary Tembec Industries Inc., were lowered to 'BB' from
'BB+'. The outlook is stable. Temiscaming, Quebec-based Tembec
currently has C$1.9 billion of debt outstanding.


TENFOLD: Hires Two New Sales Executives in San Francisco Office
---------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF) provider of the
Universal Application(TM) platform for building and implementing
enterprise applications, announced that Lou Perrelli and Joe Khoei
have joined the company as sales executives in its San Francisco
office.

"We are extremely pleased to welcome Lou Perrelli and Joe Khoei as
part of our direct sales force," said Dr. Nancy Harvey, TenFold's
President, CEO and CFO.  "Both are seasoned executives with
tremendous experience in the technology sector and will help us
convey the extraordinary Speed, Quality and Power of TenFold's
remarkable Universal Application technology to companies who need
to build new or replacement enterprise applications," added Dr.
Harvey.

"TenFold is fortunate to have been able to attract and hire two
such experienced information technology sales professionals," said
Dudley Morris, TenFold's Senior Vice President of Business
Development. "Both Lou and Joe have deep experience in the IT
world -- Lou from over twenty years building sales organizations
with a number of leading technology companies, and Joe from nearly
a decade with Oracle.  Their addition will bolster our reemerging
sales force and is a sign of our positive business outlook and our
commitment as a sales organization.  We are glad to have them
aboard," added Mr. Morris.

Lou Perrelli joins TenFold after serving as a founder and as Vice
President of Sales and Business Development for Indus
International, Inc., a leading provider of asset and customer
management software solutions.  During his ten years with Indus,
Mr. Perrelli saw annual revenues increase to approximately $175
million.  Mr. Perrelli has also held senior executive positions in
sales and business development with i-Drive, Inc., a managed
storage provider and with Tenera, an enterprise software and
engineering services company.  Mr. Perrelli began his professional
career as an Engineer with Bechtel Corporation.  Mr. Perrelli has
a Bachelor of Science degree in Civil Engineering and a MBA from
Lehigh University.

Joe Khoei has almost a decade of experience in high tech sales,
business development and project management.  Prior to joining
TenFold, Mr. Khoei was an account manager with Oracle Corporation.  
He started his career in the semiconductor industry at Novellus
Systems.  Mr. Khoei has a Bachelor of Science degree in Industrial
Technology from San Jose State University and an MBA from the
University of Phoenix.

TenFold (OTC Bulletin Board: TENF) -- whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $12
million -- licenses its breakthrough, patented technology for
applications development, the Universal Application platform, to
organizations that face the daunting task of replacing legacy
applications or building new applications systems.  Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, Universal Application technology
lets a small, primarily non-technical, business team design,
build, deploy, maintain, and upgrade new or replacement
applications with extraordinary speed and limited demand on scarce
IT resources.  For more information, visit http://www.10fold.com


TRENWICK GROUP: Selling Trenwick International to Bestpark Ltd.
---------------------------------------------------------------
Trenwick Group Ltd.'s subsidiary Trenwick Holdings Limited entered
into a definitive agreement with Bestpark Limited, an affiliate of
Litigation Control Group Limited, to sell to Bestpark all of the
capital stock of Trenwick International Limited, Trenwick's
London-based specialty insurance and reinsurance subsidiary,
currently in runoff, as well as all of the capital stock of
Trenwick Management Services Ltd. and Specialist Risk Underwriters
Limited.

TMS is Trenwick International's management services company. SRU
is a company that has carried out underwriting agency services for
Trenwick International and other entities. Upon completion of the
acquisition, LCL will manage the runoff of Trenwick International.

It is anticipated that substantially all of the initial
consideration to be paid by Bestpark will be used to pay
transactional fees and expenses. The remaining consideration, if
any, will be contingent upon a successful runoff of the Trenwick
International business. Completion of the sale is subject to the
fulfillment of customary closing conditions, including the
approval of the Financial Services Authority of the United
Kingdom.

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.

On August 20, 2003, Trenwick 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, 2003 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 filed 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.


UNICCO: S&P Affirms Low-B/Junk Ratings After Debt Refinancing
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and 'CCC+' subordinated debt rating on privately-
owned facility services provider UNICCO Service Co. Inc. and its
wholly-owned subsidiary Unicco Finance Corp. All ratings have been
removed from CreditWatch where they were placed Oct. 1, 2002.

At the same time, Standard & Poor's has removed from CreditWatch
and withdrawn its 'B+' senior secured bank loan rating on UNICCO's
$60 million senior secured credit facility due Aug. 15, 2005. This
bank facility has been refinanced with a new $60 million senior
secured revolving credit facility due 2006. The new bank loan is
not rated.

The outlook on the Auburndale, Massachusetts-based UNICCO is
stable. The company had about $65 million of total debt
outstanding at March 30, 2003.

"The rating actions follow UNICCO's recent announcement that it
had refinanced its senior secured revolving credit facility and
obtained waivers for covenant violations under its notes
indenture," said Standard & Poor's credit analyst David Kang.
"These actions resolved covenant compliance issues resulting from
the company's financial support of affiliated insurance company
Ashmont Insurance Company Limited."

Before UNICCO began self-insuring its workers' compensation and
general liability risks in April 1, 2002, its insurance program
was administered by a fronting insurance carrier, and its
deductible obligations were reinsured by Ashmont. Due to the
adverse financial performance and the relative illiquidity of its
investment portfolio, Ashmont became unable to make required
ongoing deductible payments relating to prior policy years.
Subsequently, UNICCO has made loans and payments to fund Ashmont's
obligations, and this may have violated certain covenants and
provisions of its notes indenture.

Furthermore, Ashmont's illiquid financial situation has resulted
in the accumulation of a net deficit of $14.4 million on its
balance sheet. UNICCO has been advised by its independent auditors
that its balance sheet is required to reflect a liability for
Ashmont's net deficit under Generally Accepted Accounting
Principles. UNICCO's management estimates that the remaining
liabilities of Ashmont total approximately $18 million.

The notes indenture has now been amended to permit UNICCO to make
loans, advances, and contributions to the affiliate totaling up to
$18 million over a period of five years. The amendment to the
notes indenture also provides for the following:

The interest rate payable on the notes has been increased from 9-
7/8% to 13% per year until maturity (on Oct. 15, 2007). UNICCO is
required to repurchase $1 million of notes each fiscal quarter,
beginning in the quarter ending Dec. 28, 2003. The company is also
required to apply 50% of its excess cash flow to make additional
note repurchases at the end of its fiscal year ending
June 27, 2004, and apply 75% of excess cash flow at the end of
each subsequent fiscal year. These repurchases will be subject to
senior lender provisions. UNICCO is required to reduce selling,
general, and administrative (SG&A) expenses, and compensation
expenses. The company's requirement to file periodic reports with
the SEC has been suspended through the fiscal quarter ending March
2006.

The notes repurchase provisions should provide for more rapid debt
reduction and partially offset the effect of the higher interest
rate. Standard & Poor's expects UNICCO's industry conditions to
remain challenging; however, the company should be able to
somewhat improve EBITDA margins in its low-margin business in
fiscal 2004. This is because of UNICCO's new obligation to reduce
SG&A and compensation expenses and because the higher professional
and auditor fees related to Ashmont in 2003 will not be recurring
in 2004.

The speculative-grade ratings on UNICCO reflect its leveraged
financial profile and very competitive industry conditions. These
factors are somewhat mitigated by the company's modest but fairly
predictable cash flow generation from its portfolio of diverse
services and the attractive growth rates in its fragmented niche
markets.

UNICCO is a provider of integrated facility services to a broad
base of industrial and commercial customers throughout the U.S.
and Canada. The company provides maintenance, operations,
engineering, cleaning, lighting, and administrative/office
services to 1,200 commercial, corporate, industrial, education,
government, and retail customers.


UNITED AIRLINES: Turns to Ernst & Young for Valuation Advice
------------------------------------------------------------
United Airlines Inc., and its debtor-affiliates want to employ
Ernst & Young as Valuation Advisors, nunc pro tunc to
June 12, 2003.  

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
since June 12, 2003, E&Y has rendered valuation advisory services
to the Debtors.  During this period, E&Y has become familiar with
the Debtors' operations and strategy.

E&Y's compensation for the services will be a flat fee equal to
$480,000.  This will include services directly associated with
the valuation of the Debtors' assets as well as their two
reporting units.  Fees do not include activities indirectly
related to these efforts or activities subsequent to the delivery
of E&Y's final report.  Normal and reasonable expenses associated
with E&Y's engagement will be reimbursed.

Matthew Howley, a partner at Ernst & Young, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code and as required by Section
327(a) of the Bankruptcy Code; and holds no interest adverse to
the Debtors and their estates in matters for which E&Y is to be
employed.

E&Y's recommendation of fair value will be used to assist United
in implementing fresh start accounting reporting.  E&Y will
submit its final report during the week of August 25, 2003.
(United Airlines Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


UNITEDTRUST BANK: On Watch Positive After Merger Announcement
-------------------------------------------------------------  
Standard & Poor's Ratings Services has placed its 'BBB-/A-3'
counterparty credit ratings on UnitedTrust Bank and its 'B+' trust
preferred ratings of UNB Capital Trust I on CreditWatch with
positive implications. The CreditWatch action follows the
announcement that PNC Financial Services Group has agreed to
acquire United National Corp.

The $3 billion United National would benefit from the financial,
managerial, and technological resources of the $68 billion PNC
Financial Services Group Inc. (A-/Negative/-). When the
transaction closes in first-quarter 2004, the ratings of United
National will most likely be equalized with those of PNC
Financial.

The acquisition of United National will modestly extend PNC
Financial's consumer and small business banking franchise in New
Jersey-where it already ranks number three in statewide deposit
market share-and in eastern Pennsylvania. The $638 million deal is
being financed through a combination of cash and common stock. The
transaction will generate approximately $500 million of goodwill,
thereby putting some downward pressure on consolidated capital
ratios. Standard & Poor's expects PNC Financial to partially
offset the effects on capital by reducing share buybacks through
the remainder of this year.

PNC Financial's formal agreements with the Federal Reserve Bank of
Cleveland and the Office of the Comptroller of the Currency remain
in place. "Standard & Poor's believes PNC Financial is making
progress strengthening its risk management and financial
controls," said credit analyst John K. Bartko, C.P.A.


US AIRWAYS: Stipulation Settles APG-America Claims
--------------------------------------------------
APG-America, Inc., and US Airways, Inc. are parties to a
construction contract dated January 5, 2001.  The Debtors assumed
the Contract pursuant to the Plan.  The Reorganized Debtors are
authorized to compromise and settle claims without further Court
order.

APG-America filed Claim Nos. 4266, 4267, and 4268, asserting
claims for $11,496,782, $9,900,000, $3,654,575, $480,000, and
$492,000 against US Airways Group, Inc.  The Reorganized Debtors
promptly objected to these claims.

In accordance with a Stipulation by both parties, the Reorganized
Debtors and APG America agree that the claims are withdrawn.  Any
other general unsecured claims are disallowed. (US Airways
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


U.S. STEEL: Names Susan Kapusta as GM of Community Affairs
----------------------------------------------------------
United States Steel Corporation (NYSE: X) promoted Susan M.
Kapusta to general manager-community affairs & United States Steel
Foundation.  Most recently Kapusta has been director-community
affairs & United States Steel Foundation.

The promotion reflects the added responsibilities Kapusta will
assume, including community relations for all U. S. Steel and
former National Steel facilities, oversight of all non-Foundation
corporate donations and management of the company's United Way
Campaign. In her new position, which is effective September 1,
Kapusta will report to U. S. Steel Chairman and CEO Thomas J.
Usher.

"Susan's keen marketing and business sense along with her personal
commitment to the community have helped keep U. S. Steel a leader
in community service and philanthropy," said Usher. "She brings
imagination, innovation and strong management skills to her new
position at a time when the company needs capable managers most."

Kapusta, 52, began her career with U. S. Steel in 1969 as a
clerical employee and progressed through a series of increasingly
responsible positions. She was promoted into management in 1989 as
communication and administration services manager in the employee
relations department. In 1990, she was named recycling coordinator
in the marketing and sales department of tin mill products and was
promoted to manager of recycling in the company's environmental
affairs department in 1993.

In 1996, Kapusta was appointed manager-public affairs for U. S.
Steel Group. She was promoted to director-community affairs in
1998 and in 2002 assumed added responsibility for managing the
United States Steel Foundation.

Kapusta earned a bachelor's degree in business administration from
Robert Morris University in 1981, and received a master's degree
in corporate communication from Duquesne University in 2001.
Kapusta is also a graduate of Leadership Pittsburgh XVI.

She is a member of the board of directors of the Community College
of Allegheny County where she has also served as a member of the
adjunct faculty. Among her many community activities are the U. S.
Steel STEP program, an award winning environmental education
program, and Junior Achievement.

For more information about U. S. Steel visit its Web site at
http://www.ussteel.com

                        *   *   *

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

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

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


US UNWIRED: S&P Raises Corporate Credit Rating to CCC- from CC
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on US Unwired Inc. to 'CCC-' from 'CC' and removed the
rating from CreditWatch following the expiration of the subpar
tender offer on the 13.375% senior subordinated discount notes due
2009. Standard & Poor's would have viewed completion of the
transaction as tantamount to a default on original debt issue
terms.

The 'CC' corporate credit rating on US Unwired's wholly owned
subsidiary, IWO Holdings Inc., is affirmed and removed from
CreditWatch. The outlook on US Unwired and IWO Holdings, both
Sprint PCS affiliates, is negative.

"The ratings reflect very high financial risk from an overwhelming
debt load and weak liquidity caused by negative discretionary cash
flow incurred during the companies' extended wireless business
start-up period," said credit analyst Eric Geil. Operating cash
flow has been slow to ramp up given heavy industry competition and
the soft economy, while capital expenditures to construct wireless
networks have been high. Ratings further reflect limited
recoverable asset value because the wireless spectrum licenses
used by the companies are held by Sprint Corp. These factors are
slightly mitigated by the company's 593,000 wireless subscribers.

US Unwired had $53.4 million cash as of June 30, 2003. The
company's bank borrowing availability was about $64 million,
following the departure of one bank participant subsequent to the
end of the second quarter. However, the company may lose access to
its credit facility if it fails to comply with covenants in
September or December 2003. US Unwired is attempting to
renegotiate its bank covenants to preserve its borrowing
availability.

IWO Holdings had $21.3 million in cash and $30.3 million
restricted cash for interest payments on the 14% senior notes as
of June 30, 2003. The restricted cash balance was subsequently
reduced following the scheduled interest payment on the senior
notes in July 2003. Because of covenant violations and a payment
default, the company has no access to its credit facility. US
Unwired is restricted from providing cash to IWO Holdings.
IWO Holdings is negotiating with its banks to arrive at a
restructuring plan.

US Unwired and IWO Holdings have limited noncore assets that could
be sold to alleviate financial stress. The affiliate business
arrangement in which Sprint PCS holds the wireless spectrum
licenses used by US Unwired and IWO Holdings may limit recovery
value for lenders and noteholders in the event of bankruptcy.


WARNACO GROUP: Alvarez Adopts Trading Plan under SEC Rule 10b5-1
----------------------------------------------------------------
The Warnaco Group, Inc. (NASDAQ: WRNC) announced that Antonio C.
Alvarez II, a member of its board of directors, is initiating a
pre-arranged disposition of shares of Warnaco's Common Stock.

Under the terms of the plan, adopted in compliance with SEC Rule
10b5-1, Mr. Alvarez will sell approximately 0.2 million shares of
Warnaco's Common Stock. At August 21, 2003 the Company had
approximately 45.0 million shares of Common Stock outstanding.

The planned selling program, which Mr. Alvarez entered into after
the Company's earnings release on August 11, 2003 and 10-Q filing
on August 18, 2003, covers certain of the shares received by Mr.
Alvarez from the Company for services rendered by him and Alvarez
& Marsal Inc. (of which he is a founder and managing director) in
connection with the Company's filing for bankruptcy, restructuring
and subsequent emergence from Chapter 11 bankruptcy protection.

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
men's and women's sportswear, better dresses and accessories sold
under such owned and licensed brands as Warner's(R), Olga(R),
Lejaby(R), Body Nancy Ganz(TM), Chaps Ralph Lauren(R), Calvin
Klein(R) men's and women's underwear, men's accessories, men's,
women's, junior women's and children's jeans and women's and
juniors swimwear, Speedo(R) men's, women's and children's
swimwear, sportswear and swimwear accessories, Anne Cole(R), Cole
of California(R), Catalina(R), and Nautica(R) women's and girls'
swimwear, and A.B.S. by Allen Schwartz(R) women's sportswear and
better dresses.


WARNACO GROUP: Third Point Demands Seat on Warnaco Board
--------------------------------------------------------
Third Point Management Company L.L.C. issued the following letter:

Warnaco Board of Directors
The Warnaco Group Inc.
90 Park Avenue
New York, NY 10016

Dear Ladies and Gentlemen:

Third Point Management Company L.L.C., is investment advisor to
Third Point Partners L.P. and certain affiliates that have
acquired 2,252,000 shares of Warnaco Corporation Inc.,
representing 5.0% of the issued and outstanding stock, carrying a
market value of $35.8 million at yesterday's closing price of
$15.90.

Do not confuse our significant equity stake with a vote of
confidence in the Company's Chairman, C.E.O. or certain members of
the Board of Directors. In fact, we have grave concerns about the
competency, judgment and motivation of these individuals for
reasons that shall be set forth in this letter.

Nor are we bitter shareholders, significantly under water, like
the commercial banks that inherited a stock position because they
exercised poor judgment in lending money to a Linda Wachner-led
Warnaco at par. We came about our initial holdings via
opportunistic purchases of bank debt in the secondary market at
prices as low as 27% of face value. These timely initial purchases
allowed us to create equity in Warnaco at the equivalent of
approximately $6.50 per share, a 59% discount to yesterday's
closing price. We purchased additional shares after the Company
emerged from Chapter 11 bankruptcy and made our most recent
purchase of 52,000 shares over the past ten days. As a result of
that purchase, we are required by Regulation 13D of the Securities
Exchange Act of 1934 to file with the SEC a statement reflecting
the views set forth in this letter.

This letter is the outcome of an ongoing investigation by Third
Point and certain parties into current Board Members'
qualifications and their histories that we have been conducting as
part of our due diligence process. Our decision to set forth our
findings and recommendations in a written communication is due to
a series of actions by various members of the Board and management
reflecting a refusal to discuss our concerns with us in good
faith, culminating in management's failure to take our call during
the question and answer period on the Company's August 11, 2003
quarterly conference call. It saddens me to have to communicate
with the Board in this way; however, the fact that we were shut
out of the question and answer period and that Mr. Gromek, the
C.E.O., has declined to meet with us despite numerous invitations
has left us with no other choice but to produce our concerns in
writing and to share those concerns with our fellow shareholders
in order to protect our investment.

Our poor opinion of Company management does not extend into the
ranks of those working to build the Warnaco brands at the
operating level. On the contrary, we believe the achievements of
the Company's operating divisions have been obscured by its
corporate management and its Board. We fear the spirit of
Warnaco's former management has not yet been completely exorcised
from the Company.

Accordingly, we demand that Third Point be permitted to designate
either its Managing Member, Daniel S. Loeb, or an appointee to the
Company Board. Although we have not discussed this matter with
other shareholders, we demand that the other two largest post-
bankruptcy shareholders be allowed to appoint one representative
each for a total of three representatives.

We have spoken to financial advisors and industry participants who
believe that there would be significant interest in the Company's
operations if broken up and sold in an auction process and that a
value significantly in excess of the Company's current market
price could be realized. In fact, during the bankruptcy process,
it was reported that the Company was in discussions to sell the
Calvin Klein brands to a strategic competitor. We demand that an
investment banker be retained to evaluate options to maximize
shareholder value and to determine whether it is in shareholders'
interests for the Company to continue as an independent concern.

             Investigation Summary and Conclusions

Stuart Buchalter, Chairman of the Board of Directors, extracted
$500,000 as a non-executive Chairman in 2002 and currently
receives the indefensible salary of $250,000 -- an outrageously
high sum for a non-executive Chairman who has already been gifted
12,975 free shares. Appallingly, Mr. Buchalter also received a
one-time cash bonus of $210,004 upon the Company's emergence from
bankruptcy in February 2003. It is surprising to us that Mr.
Buchalter has managed to insinuate himself as Chairman of the
Company given his past experience and prior role in the
destruction of Standard Brands Paint. (Details of this woeful tale
of apparent mismanagement, self-dealing, abuse of corporate
defenses, and ultimate financial failure, are chronicled in
Appendix I to this letter). As Chief Executive Officer of Standard
Brands Paint, Buchalter rejected a $310 million offer for that
company and erected takeover defenses to entrench himself.
Standard Brands subsequently filed for bankruptcy resulting in the
elimination of equity value and impairment to Standard Brands'
creditors. Mr. Buchalter is also director of bankrupt E4L, Inc.
This affiliation is omitted from his biography contained in the
Company's Proxy Statement. We were interested to learn that Mr.
Buchalter's law firm, Buchalter, Nemer and Fields was named for
his late father, Irwin and that Mr. Buchalter served on the Board
of Earl Scheib, a company chaired by his father. With regard to
Warnaco, it appears to us that Mr. Buchalter seems to be most
interested in receiving as much cash and free shares from the
Company as possible. Note that Mr. Buchalter has never purchased a
single share in the Company. Notwithstanding Mr. Buchalter's
evident disregard for shareholders, he is Chairman of the
Company's "Nominating and Corporate Governance Committee" and a
member of both the Company's "Compensation Committee" and "Audit
Committee." As shall be discussed below, the directors hired by
the Buchalter-led Nominating Committee, have little economic
interest in the Company and were, in our view, put in place to
entrench Mr. Buchalter. Mr. Buchalter's interests are not aligned
with shareholders' and we insist that he resign from the Board of
Directors effective immediately.

Joseph Gromek, Chief Executive Officer, has been generally
unresponsive to us and other shareholders. He had not been
formally employed, to the best of our knowledge, for over 15
months when offered the position at the Company. His background
running Brooks Brothers, a staid retailer of out-dated men's
fashions catering to the country club set --
http://www.brooksbrothers.com/countryclub/landing_countryclub.tem
-- was marked by a series of disappointments, according to press
reports. We were surprised by the Board's choice to hire Mr.
Gromek, particularly considering the better-qualified internal
candidates. His initial efforts at Warnaco do not suggest the
necessary abilities required to effectively run the Company. We
were particularly chagrined by Gromek's handling of the Company's
recent high yield offering where we believe that the Company paid
an unduly high interest rate in a deal that was substantially
oversubscribed. We urge Mr. Gromek to resign as Chief Executive
Officer and Board Member and to assume the role of Executive Vice
President of Communications and Director of Investor Relations for
the remainder of his contracted term as an officer of this
Company.

Tony Alvarez, in his capacity as Chief Restructuring Officer, did
a commendable job as Interim Chief Executive Officer of the
Company, for which he was paid immensely well. According to the
Company's Proxy Statement dated April 29, 2003, Mr. Alvarez was
paid over $6 million in base salary and cash incentive bonuses
during his tenure. In addition, Mr. Alvarez received 266,400
shares currently valued in excess of $4 million upon
reorganization. It appears that Mr. Alvarez continues to be paid
$750 per hour for ongoing "transitional services," a sum that we
find difficult to condone. Mr. Fogarty, the interim CFO, has been
billing his time at a rate of $475 per hour, an annualized salary
in excess of $950,000. Such a high rate of compensation brings to
question the incentives to find a permanent CFO. In fact, when
triangulating the information contained in the June 30, 2003 10Q,
the April 2003 proxy and the May 27, 2003 Debt Prospectus it was
revealed that Alvarez & Marsal, Inc., a firm where Mr. Alvarez and
Mr. Fogarty are partners, extracted over $12 million in cash and
shares from the Company.

During the second quarter of 2003, a period that began well after
the completion of the restructuring and about the time of Mr.
Gromek's hire, Alvarez & Marsal, Inc. received $514,000 in
payments for executive services. When factoring in a full quarter
of compensation for Mr. Fogarty and a month of compensation for
Mr. Alvarez at the rates of $475 per hour and $125,000 per month
respectively, this leaves approximately $140,000 of cash
compensation unaccounted for. We can only guess that this $140,000
represented an additional 180 hours-plus of "transitional" billing
time from Mr. Alvarez. Our call to Mr. Fogarty on this matter,
among others that became apparent in the recent 10Q filing, went
unanswered.

The high sums Mr. Alvarez and Mr. Fogarty have received suggest to
us and others that they view this Company as a "honey pot" from
which to extract as much "nectar" (shareholders' cash) as
possible. It is high time that Mr. Alvarez move onto his next
bankruptcy assignment where the courts are generous in permitting
exorbitant fees for professional services. We insist that Mr.
Alvarez cease and desist from providing such high-priced
"transitional services" to the Company effective immediately and,
if unwilling to terminate such fees, resign effective immediately
from the Board of Directors. We further demand that Mr. Fogarty
resign as a $475 per hour CFO and that a new CFO be appointed
immediately.

Sheila Hopkins, recently elected to the Company Board, is
currently Vice President and General Manager of U.S. Personal Care
at Colgate Palmolive Corp. and was previously a Vice President at
Tambrands Inc. As part of the Investigation, we conducted a series
of interviews with her and fellow employees. We inquired about the
relevance of her experience as a mid-level executive marketing
consumer brands such as Lady Speed Stick and Tampons to a
diversified apparel concern such as the Company. She stated that
her 20 years of experience in marketing would be useful to the
Company. When we probed further, she responded by saying that it
was not appropriate for her to discuss her views with
shareholders. We explained that as a significant shareholder we
believed it was appropriate for her to share her marketing
insights as they applied to the Company. We then asked her how
many shares she had purchased with her own money. She replied that
it was none of our business. I explained to her that, on the
contrary, as one of the Company's largest shareholders holding
2,252,000 shares, it was my business to ensure that we were
represented by like-minded individuals who shared a stake in the
Company, or as Warren Buffett of Berkshire Hathaway says, have
"skin in the game." As the interview proceeded, it became clear to
me how important it is for directors to own a stake in the
companies they serve. When I asked her how many Company shares
were outstanding, her reply was: "I don't have that information in
front of me." Wrong answer. She was also unable to tell us the
Company's revenues generated in the most recent quarter. We
shareholders demand that the Directors have a rudimentary
knowledge of the Company's financial position, including an
approximate idea of the market capitalization and sales. This is
not an unreasonable request, even for directors new to the job,
who should have done their own due diligence and read recent
financial statements. Accordingly we demand that Sheila Hopkins
resign immediately from the Company's Board of Directors due to
our impression of her inability to carry out her fiduciary duties.

Charles Perrin was abruptly relieved of his duties as Chief
Executive Officer of Avon Products in November 1999 when the stock
plummeted from $36 to about $26 in one day (already down from the
mid-50s during the summer of 1999) as a result of significant
disappointment in Avon's results under his management. Evidently,
Mr. Perrin has not been formally employed since his departure from
Avon except as a director of Warnaco. We are curious what specific
insights Mr. Perrin offers to Warnaco. We are also concerned that,
with no other apparent source of income, Mr. Perrin might become
reliant upon the $65,000 in annual salary and free stock grant to
sustain himself, thus clouding his judgment on such matters that
might bring an end to this source of income (aside from severance
from Avon). Mitigating our concerns, however, is the fact that Mr.
Perrin did purchase 10,000 Warnaco shares. We do not insist upon
Mr. Perrin's resignation as we applaud him for being the only non-
executive director to purchase Company shares.

             Additional Demands and Recommendations

* The Investor Relations function, currently being handled by
  Alison Malkin at Integrated Corporate Relations, is wholly
  inadequate for a company of Warnaco's size. Many shareholders
  and potential shareholders have complained that ICR lacks the
  depth of knowledge required to satisfy the investor relations
  function. As mentioned above, we believe that Joseph Gromek
  should handle that function until such time that his employment
  agreement expires. Otherwise, we urge the Company to assign the
  task to a full-time employee and terminate the ICR relationship
  immediately.

* The Warnaco website is a debacle. It is shocking that the
  website is in such disarray given that the Company Board boasts
  several supposed experts in marketing. It is poorly designed and
  provides scant information for investors or others interested in
  the Company. The image projected of the Company is cheap and
  tawdry. When you click on to the Warnaco site --
  http://www.Warnaco.com-- the first image that you are
  welcomed with is a collage of mostly semi-nude models, the
  centerpiece of which is that of a buff hairless boy bulging out
  of his Calvin Klein underwear. The site then shifts to a page of
  poorly reproduced black and white logos before bringing the user
  to the Home Page, which contains several links. Under
  "Presentations," there are none. Under "Analyst Coverage," there
  is no reference. Most insulting, under "Management", there is a
  list of the Company's directors, three senior officers
  (including Jay Galuzzo, the 28 year old General Counsel), but
  no mention of the corporate officers who are so integral to the
  success of the Company, namely John Kourakos Head of Sportswear,
  Roger Williams, Head of Swimwear and Tom Wyatt, Head of Intimate
  Apparel. Compare this to the Phillips Van Heusen website --
  http://www.pvh.com-- where the links to the "Management"  
  section provides a detailed list of corporate executives. I only
  wish that the marketing geniuses on the Company Board were too
  busy reading the Company's financial statements to check out the
  Company website. Such a wish has about as much probability of
  fulfillment as one duly lodged with the tooth fairy.

* While Speedo's wholesale business appears to be healthy, Speedo
  Retail stores need a face-lift, both in store design and
  merchandising. If the Company plans to fill its admirable
  mission described by Mr. Gromek as taking the Speedo Brand "out
  of the pool, onto the beach and onto the street" there must be
  something done to fix the stale designs and poor merchandising.
  I only hope that Mr. Gromek does not attempt to reinvigorate the
  collection with designers from his days at Brooks Brothers. The
  Speedo stores need an immediate design and merchandising plan to
  fix the dated image that Speedo has in its retail outlets now.

                Background to the Investigation

Third Point was attracted to Warnaco for its world-class brands
and ability to generate significant cash flow. We believed Linda
Wachner, the utterly disgraced and notoriously incompetent former
CEO who presided over the demise of the Company, had left behind a
taint that affected the valuation of the Company even after her
involuntary removal from the Company. The odor left behind by Ms.
Wachner's malfeasance was so pronounced that even vulture
investors turned away from investing in the Company at the
equivalent of $6.50 a share. Since we base our investment
decisions on facts and financial results as opposed to sentiment,
in early 2002, we leapt at the opportunity to enter the business
at approximately 3.7x EBITDA and to relieve the banks of
approximately $85 million face amount of bank loans, while the
Company was still in bankruptcy, making Third Point one of the
Company's largest creditors.

In 2002, we caught wind of a disturbing development in the
restructuring process reported in a November issue of Women's Wear
Daily, namely that the Board and the Steering Committee of
Creditors were attempting to sell the Company's crown jewel, its
Calvin Klein brands, at a bargain basement price. We believed that
transaction served neither the long-term interests of the Company
nor those of its future shareholders. The transaction, recommended
by a financial advisor, in our opinion, did not make financial
sense. It appeared to us that such a transaction only served the
fee-generating interests of the restructuring professionals -- who
had already extracted millions in fees. We concluded that we
needed a "seat at the table" and offered to serve on the Company's
Steering Committee with other creditors. I explained to Mr.
Buchalter that since we were creditors that planned to be long-
term shareholders, we would like a voice in the restructuring
process. Our offer to serve on the Steering Committee was
rebuffed, notwithstanding our large debt holdings.

Frustrated by the Steering Committee and Board's unwillingness to
represent our interests in the restructuring process, we and two
other disenfranchised creditors sent a detailed letter dated
December 5, 2002 addressed to James Fogarty, C.F.O of the Company
and a partner at Alvarez & Marsal, Inc. Although the sale was not
completed, its failure was due to technicalities in the
transaction and not a withdrawal of the process as we recommended.

It became clear to us that the Company needed a strong voice on
the Board representing shareholders who had actually purchased
shares voluntarily as opposed to receiving them via free stock
options or inheriting them as a result of a failed loan. I offered
to serve as a Company Director to Mr. Buchalter, Chairman of the
Nominating Committee and was assured by him that I would be
contacted by a representative of Heidrich & Struggles, the firm
retained to conduct the search for new directors.

I submitted my qualifications to serve on the Board:

* I am a graduate of Columbia University with a degree in
  economics, 41 years of age and have approximately twenty years
  of investment experience, including a career that started in the
  venture capital firm of E. M. Warburg Pincus and Co. I worked at
  Jefferies and Co. as a high yield and distressed debt analyst
  and trader and then Citicorp Securities in the high yield
  department. I am President of the Daniel S. Loeb/Third Point
  Foundation, a charitable entity dedicated to providing financial
  support to organizations involved in education, healthcare and
  women's rights.

* I founded Third Point, a firm dedicated to event-driven value-
  oriented investing, in June 1995. Our firm has one of the top
  track records and in 1997 we were voted "Best Event-Driven
  Manager" by a body of investment professionals and won the
  Alternative Investment Award. Third Point's assets under
  management have grown from $3.0 million at inception to over
  $500 million today. A dollar invested in Third Point Partners,
  LP at its inception would be worth over seven dollars today.

* I was a Director of Radia Communications, an 802.11(a/b/g)
  wireless LAN semiconductor company, where I made a significant
  impact on its success. David Fisher, its C.E.O, has said that
  without my personal efforts Radia would not have succeeded. At   
  Radia, Third Point was the initial and founding shareholder as
  well as lead investor. We led several rounds of subsequent
  venture financing during the most difficult periods in memory
  for such financing. Radia has since been sold to Texas
  Instruments for an undisclosed sum. While we cannot reveal the
  terms of the transaction, Third Point, Radia's management, and
  our advisors, Thomas Weisel Partners were pleased with the
  outcome. To read more about the transaction, please see the
  press release:
  http://www.ti.com/corp/docs/press/company/2003/c03041.shtml  

* As Managing Member of Third Point, advisor to funds controlling
  over 5% of the Company shares valued at over $35 million, I have
  a significant economic stake in the Company.

Several months after my initial approach, I was finally contacted
by the executive search firm. What ensued was the equivalent of a
Kangaroo Court to determine my qualifications to join the Board.
Given my stake in the Company, my success as an investor and my
track record as a corporate director, I fully expected my
candidacy to be approved or at least taken seriously. However, how
seriously could it have been taken since nobody from Heidrich &
Struggles bothered to contact anyone with whom I served on the
Radia Board? I demand to see the minutes from the Board Meeting
where my candidacy was discussed and what the rationale was for
blackballing me.

I was surprised that, as one of the Company's largest owners, I
was treated so shabbily by Mr. Buchalter, the Chairman of the
Nominating Committee. I was not even informed that I had been
passed over for the Board position but had to surmise it from the
announcement of the appointment of others. Nevertheless, I
swallowed my pride and trusted that the Committee must be
considering another large shareholder or at least individuals who
are considered giants in the field of marketing and brand
management and who could make a substantial contribution to the
Company. On April 28, 2003 the Company announced the appointment
of David A, Bell, Chairman and CEO of Interpublic Group Inc. and
Charles R. Perrin, former CEO of Avon Products and Duracell. Most
recently, Sheila Hopkins, a Vice President of Colgate Palmolive
was appointed to the Board.

                            Conclusion

The dipping into of Warnaco's coffers by greedy advisors and
directors must stop now.

We demand a seat on the Company's Board of Directors.

We have reviewed the Company's bylaws and understand that shares
representing 15% of the outstanding stock can call a special
meeting to replace the Board of Directors. Should you not accept
our demands, we may organize with other disgruntled shareholders
to convene such a special meeting.

We look forward to your response to this letter and hope that your
response reflects an understanding and appreciation of your
fiduciary duties, including the duties of good faith, due care and
candor, to the shareholders of the Company.

                              Sincerely,

                              Daniel S. Loeb

       Appendix A: Stuart Buchalter Background Information

After our initial investigation of the above Directors, I began to
grow uneasy and it appeared as if the Nominating Committee, now
named the Nominating and Corporate Governance Committee, was
intentionally hiring light-weight directors with no economic stake
so as to insulate Mr. Buchalter and Mr. Alvarez and to allow them
to make their numerous trips to the Warnaco "honey pot" where they
so readily helped themselves to generous fees and free stock
grants.

I knew little of Mr. Buchalter other than what he told me about
himself. He informed me that he had known my father, a former
partner at Irell and Manella in Los Angeles and had known my late,
great-aunt, Ruth Handler, the legendary founder of Mattel, Inc. I
met Mr. Buchalter in person at a Warnaco Annual Meeting, a
handsome middle-aged gentleman, his shock of gray hair and beard
and his bold red striped shirt and polka dot red tie made him look
oddly like Burt Reynolds character, the pornographic producer, in
the film, "Boogie Nights". His wife, who came to the Annual
Meeting, informed me that we were somehow distant cousins and told
me that she would send me an invitation to a family reunion in
Denver (an invitation that never arrived). At the meeting, I stood
up and expressed my views on corporate governance reading a
section from Mr. Warren Buffett's annual letter to shareholders in
which he discusses the importance of directors' true ownership in
a company. (The full text of the letter is on the Berkshire
Hathaway website
http://www.berkshirehathaway.com/letters/2002.html) and should be  
mandatory reading for all corporate directors. Mr. Buchalter
proclaimed his dedication to shareholder rights and claimed that
the Warnaco Board would be a model in corporate governance. But
alas, it was not to be so.

Hence, one can imagine my shock and dismay as we conducted our
investigation into Mr. Buchalter's compensation on the Warnaco
Board as well as his prior employment history. Mr. Buchalter
mentions his membership on the City National Corp.'s Board of
Directors, a Beverly Hills-based bank known for lending to the
entertainment industry. What he does not mention is his membership
on the Board of Directors of E4L, the former National Marketing,
whose shares trade on the Pink Sheets at one one hundredth of a
cent and is currently operating under bankruptcy protection.
Evidently, Stuart Buchalter attracts bankruptcies the way Pigpen
(of Charlie Brown fame) attracts a cloud of filth hovering
overhead. Nor does he mention his prior membership to the Board of
Earl Scheib ("I'll paint any car for $99.99"), a company on which
his father served as Chairman. Unfortunately, as the Investigation
revealed, Mr. Buchalter's career is like an Earl Scheib paint job,
attractive on the surface but soon to peel off and reveal the rust
that lays beneath the surface.

The cornerstone of Mr. Buchalter's career was his role in the
management of Standard Brands, a company where he rose from the
ranks of General Counsel to Chairman and Chief Executive Officer.
The search for ways to cut costs is intense. "We all got a little
bit lazy, and now we're forced to look at each expense and figure
out what's it doing for me," said Stuart Buchalter, chairman of
the Standard Brand Paint Company of Torrance, Calif. His company
has not been able to raise prices for 18 months due to competition
from off- price warehouse stores. "We've learned that inventories
don't have to grow by 10 percent a year." (New York Times August
11, 1985)

A Forbes article dated June 29, 1987 chronicled the sorry
performance of Standard Brands under Mr. Buchalter's management in
an article entitled "Painted into a corner."  "RUMORS, ONLY
RUMORS," Chairman Stuart Buchalter told his shareholders at
Standard Brands Paint Co.'s May 29 annual meeting. The story was
that someone had been buying blocks of shares of the Torrance,
Calif.-based do-it-yourself paint discounter. Given the company's
stock performance in recent years, shareholders could be forgiven
for wishing that the takeover talk was more than rumor.  At a
recent $ 23 a share, Standard Brands fetches less than it did in
1983, when the bull market was still a calf. Last year Standard
Brands earned $ 15 million on sales of $327 million, less than it
earned in 1980 on sales of $ 210 million. Profits are off nearly
28% since the 1984 peak.  These mediocre results are all the more
surprising since Standard Brands caters to the do-it-yourself home
repair crowd, one of the fastest-growing retail segments around.
It sells home decorating products such as paint, carpet,
wallpaper, window coverings and art supplies at discount prices
through 140 company-owned stores in 95 cities in nine western
states. Standard Brands makes 80% of the paint it sells...
Standard Brands' policy of promoting from within, another article
of faith, seems to have produced an overwhelming case of
management myopia. President Marvin Wager, 62, has been around
since 1952. When Sidney Greenberg, son of Dan (one of the
cofounders), retired as chairman in 1981, the board of directors
looked to an outsider for new ideas. It got no further than Stuart
Buchalter, corporate counsel. Buchalter, 49, is personable and
quick, but a merchandising star on the Samuel Walton or Leslie
Wexner model he is not. (Forbes, June 29, 1987)

Evidently, not only was Mr. Buchalter no merchandising star but he
was not much of a financial star either for on July 28 1987, the
United Press reported that Stuart Buchalter and the Standard
Brands Board had "rejected a $300 million takeover bid from New
Zealand's Chase Corp." in an article entitled "Standard Brands
rebuffs $300 million offer."  

"The board's decision was based on many factors," said Stuart
Buchalter, Standard Brands chairman and chief executive officer.
Buchalter said the offer was based on what he termed a "wholly
unrealistic" business plan "which reflects no understanding of
Standard Brands business and assets and is inconsistent with the
maximization of shareholder value."

The price of company's shares have increased in recent weeks on
rumors of a possible takeover, despite actions taken by Standard
Brands to thwart an unwanted suitor. In May, the company
reincorporated in Delaware and adopted anti-takeover measures.
Standard Brands said its directors determined the unsolicited $28-
a-share offer was not in the 'best interests' of shareholders.
(United Press International, July 28, 1987)

After having reached a high of $31.88 in the wake of the hostile
bid, Standard Brands shares plummeted over 30% to $21.50 per share
when Mr. Buchalter and his Board made the ill-fated decision to
leverage up Standard Brands' balance sheet with $185 million in
debt to repurchase shares in a 1987 tender offer.

So great was shareholder disgust in Mr. Buchalter and his
"management" of Standard Brands, that in 1991, John Latshaw, a
private investor attempted to wrestle control of the Company via a
proxy contest.

Yet another article chronicled the steady decline in earnings per
share under the Buchalter regime.

                       SIX YEARS OF PAIN

Earnings of Torrance-based Standard Brands Paint Co. have fallen
for six straight years -- and now, several big shareholders have
decided that enough is enough.

               Earnings per share
               '84: 1.87
               '85: 1.40
               '86: 1.33
               '87: 0.79
               '88: 0.57
               '89: 0.36
               '90: -0.80
               '91*: -0.95

*Estimate

Earnings exclude gains and losses from discontinued operations
Source: Value Line Investment Survey

By August 1991, not only had Mr. Buchalter lost the confidence of
his shareholders but his employees were publicly venting their
disgust with his reign. In an August 19, 1991 article in the Los
Angeles Business Journal entitled "Standard Brands paints a
brighter scene:"  

Meanwhile, half of the company's employees have been without a
labor contract since December, with no progress reported.
Adding fuel to an already kindled fire, a group of employee
shareholders

-- who control about 20 percent of the company's stock -- sued to
   force the company to hold an annual meeting. Standard Brands
   officials said last week the suit has been dismissed, but the
   plaintiff says it hasn't. The group has also waged a proxy
   fight, which the employee shareholders say is still going on
   but the company says is null and void. (Los Angeles Business
   Journal, August 19, 1991)

Particularly disturbing, in the course of the Investigation was
Mr. Buchalter's apparent lining of his own pockets while he was in
the process of ruining the company. In a Los Angeles Times article
dated February 7, 1992 titled "Investors Seeking Voice On Execs'
Pay May Get It," Stuart Buchalter is held out as a poster-child of
self-dealing:

Take the case of Standard Brands Paint Co., a Torrance-based paint
retailer whose profits have been falling for six years. The
company, with $300 million in annual sales, now teeters on the
verge of Chapter 11 bankruptcy. Its stock, $31 in 1987, now trades
for $1.88.  Stuart Buchalter, the CEO who has presided over
Standard's long decline, earned $429,874 in fiscal 1990. In
addition, he was paid $23,750 under a "target bonus plan" -- even
as the company's earnings plunged further.  Why would Standard's
board of directors pay a bonus to Buchalter in a disastrous year?
A company spokesman says the bonus was based on Buchalter's
ability to reach certain cash-flow targets "to keep the company
going.  In other words, though Standard was collapsing, it hadn't
yet collapsed completely -- so the directors decided Buchalter
deserved a bonus. (Los Angeles Times, February 7, 1992)

Just 7 months after this scathing article and 5 years after Stuart
Buchalter rejected a $310 million offer for the company, Mr.
Buchalter's term as CEO ended ignominiously when Standard Brands
filed its Plan of Reorganization with the U.S. Bankruptcy Court in
Los Angeles.

One can only wonder how, with this blight on his record, Stuart
Buchalter would be allowed a position as an officer or director of
a public company. We at Third Point believe that Warnaco
shareholders and employees deserve better.


WILLIAMS CONTROLS: UAW Union Ratifies to New Portland Labor Pact
----------------------------------------------------------------
Williams Controls, Inc. (OTC: WMCO) has reached a five-year labor
agreement with the United Auto Workers local 492 for its Portland
facility, ending an eleven month strike that commenced on
September 9, 2002.  The agreement was ratified by the union
membership on Sunday, August 17, 2003.  The new agreement will run
through August 31, 2008.  As part of the agreement, the union and
the company have dropped all unfair labor practice claims
pertaining to the strike and have agreed to cease filing such
claims related to the labor negotiations. Since inception of the
strike the Company has been operating the Portland facility and
meeting customer requirements with replacement workers.

The striking workers that wish to return to work will return on a
pre-established orderly basis over a four-month phase in period.  
The remaining positions will continue to be filled by the
replacement workers, who will become members of the union.

Williams Controls' Board Chairman Gene Goodson stated, "We are
very pleased to have this very difficult labor negotiation behind
us.  This process has been a significant distraction and
economically difficult for our union membership."  He continued
"This contract will help Williams to remain competitive in the
marketplace while retaining these jobs in the Portland community."

Williams Controls is a designer, manufacturer and integrator of
sensors and controls for the motor vehicle industry.  For more
information, you can find Williams Controls on the Internet at
http://www.wmco.com

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


WORLDFCOM INC: MCI Reacts to Release of Triennial Review Order
--------------------------------------------------------------
Background: The FCC Thursday released its written order in the
"Triennial Review" proceeding.  The order allows MCI and other
competitive carriers to continue offering local voice services to
consumers nationwide.  Unfortunately, the FCC's new rules could
dramatically reduce competition in the high-speed Internet access
market.

MCI will work with the states to facilitate the transition to its
own facilities wherever feasible.  The company will also work to
overturn any restrictions on use of the so-called "last mile"
broadband facilities.

The following statement should be attributed to Wayne Huyard,
President of MCI Mass Markets:

    "We are very encouraged that the FCC has preserved competition
in the residential market. Unfortunately, the Commission has
jeopardized competition in the broadband market -- which we
believe will hurt consumers, and ultimately impede local
competition.

MCI stands ready to work with the FCC and states to ensure
continued access to the Bell-controlled public phone networks at
cost-based rates. Together with regulators, we will work to remove
the barriers that deter competition in the local phone market, and
we will consider appropriate avenues to reverse the unfortunate
decision restricting competition in the broadband marketplace."


* Fitch Says Trailing Twelve Month Default Rate Falls in July
-------------------------------------------------------------
Following a fairly benign first half, defaults on a par basis
increased from a monthly average through June of approximately $3
billion to $8.4 billion in July, due in large part to Mirant's
bankruptcy filing (affecting $3.2 billion in bonds in Fitch's
default index). As a result, the year to date default rate rose to
4% in July from 2.8% in June. In total twelve issuers defaulted on
their bond obligations in July, bringing the year to date
defaulted issuer count to 69. The average monthly defaulted issuer
count for the first half of the year was approximately 10. The
year to date par value of defaults totaled $26.3 billion in July.

In 2002, defaults had reached an extraordinary $85 billion by
July, with nearly a third of that concentrated in WorldCom. In
fact, despite the uptick in the 2003 year-to-date default rate
noted above, from 2.8% in June to 4% in July, the trailing twelve
month default rate fell to single digits in July thanks to
WorldCom's exit from the rolling twelve month series. The twelve
month default rate-ended July at 7.7%, down from 10.3% in June,
the first time the twelve month series has fallen below 10% since
mid 2001. While defaults may fluctuate from month to month this
year, not wholly surprising given the still vulnerable state of
the high yield market, defaults have nonetheless clearly
decelerated.

For a full recap of first half default activity please refer to
Fitch's press release (dated July 23) titled 'Defaults Down 69%,
Recovery Rates Up 50%, in Promising First Half of 2003', available
on the Fitch Ratings Web site at http://www.fitchratings.com in  
the 'Credit Market Research' section under 'Press Releases'.

      Overview of the Fitch U.S. High Yield Default Index

Fitch's default index is based on the U.S., dollar denominated,
non-convertible, speculative grade bond market (the rating
equivalent of 'BB+' and below, rated by Fitch or one of the two
other major rating agencies). Fitch includes rated and non-rated,
public bonds and private placements with 144A registration rights.
Defaults include missed coupon or principal payments, bankruptcy,
or distressed exchanges. Default rates are calculated by dividing
the volume of defaulted debt by the average principal volume
outstanding for the period under observation.

Fitch's high yield default studies are also available at
http://www.fitchratings.com


* Sheppard Mullin Hires Victoria Spang as Chief Mktg. Officer
-------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP announced that Victoria
Spang has joined as Chief Marketing Officer, an inaugural position
at the firm. Spang, who will reside in the Los Angeles office,
joins the firm from the San Francisco office of Bingham McCutchen
LLP, where she held the position of Director of Business
Development.

"We are pleased to welcome Vickie, who has extensive experience in
a variety of strategic marketing and business development
initiatives, including client satisfaction programs and marketing
audits," said Guy Halgren, Chair of the firm's Executive
Committee. Added Larry Braun, Corporate Practice Group Chair and
marketing partner, "Our commitment to clients is reflected in our
transition from having a Director of Business Development to a
Chief Marketing Officer. Vickie will be working closely with our
attorneys to ensure we understand our clients' needs and that we
are doing all we can to deliver quality services to meet those
needs."

Spang was previously the Director of Marketing at McCutchen,
Doyle, Brown & Enersen LLP for seven years, prior to the firm's
merger with Bingham Dana in mid-2002. Following the merger, she
became firmwide Director of Business Development for the 850-
attorney, 11-office firm. Prior to this, Spang was the Marketing
Director at Pettit & Martin.

Commented Spang, "I look forward to joining Sheppard Mullin. I am
impressed by the firm's leaders and their dynamic vision for the
firm. Clearly, Sheppard Mullin has a lot of momentum, and our
marketing efforts will capitalize on it."

In addition to her legal marketing expertise, Spang also has a
wealth of experience in business planning, media relations, and
market research. She was a former Chapter President of the Legal
Marketing Association Bay Area Chapter, and received the LMA Bay
Area Chapter Year 2000 Professional Achievement Award in
recognition of professionalism and career-long contributions to
the practice of legal marketing. Spang has written a number of
articles and lectured extensively on various subjects relating to
legal marketing, law firm mergers and acquisitions, client
feedback programs, crisis communications, and media relations. She
received her undergraduate degree from Wheaton College in 1973 and
her graduate degree from Golden Gate University in 1985. Spang is
a former Trustee of Wheaton College.

Sheppard Mullin has more than 380 attorneys among its eight
offices in Los Angeles, San Francisco, Orange County, San Diego,
Santa Barbara, West Los Angeles, Del Mar Heights, and Washington,
D.C. The full-service firm provides counsel in Antitrust and Trade
Regulation; Business Litigation; Construction, Environmental, Real
Estate and Land Use Litigation; Corporate; Entertainment and
Media; Finance and Bankruptcy; Financial Institutions; Government
Contracts and Regulated Industries; Healthcare; Intellectual
Property; International; Labor and Employment; Real Estate, Land
Use, Natural Resources and Environment; Tax, Employee Benefits,
Trusts and Estates; and White Collar and Civil Fraud Defense. The
Firm celebrated its 75th anniversary in 2002.


* BOND PRICING: For the week of August 25 - 29, 2003
----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    23
Adelphia Communications                6.000%  02/15/06    23
Ahold Financial USA                    6.875%  05/01/29    74  
AK Steel Corp.                         7.750%  06/15/12    75
Alexion Pharmaceuticals                5.750%  03/15/07    70
American & Foreign Power               5.000%  03/01/30    62
AMR Corp.                              9.000%  08/01/12    63
AMR Corp.                              9.000%  09/15/16    63
AnnTaylor Stores                       0.550%  06/18/19    69
Best Buy Co. Inc.                      0.684%  06/27/21    75
Burlington Northern                    3.200%  01/01/45    52
Burlington Northern                    3.800%  01/01/20    73
Calpine Corp.                          7.875%  04/01/08    71
Calpine Corp.                          8.500%  02/15/11    67
Calpine Corp.                          8.625%  08/15/10    70
Calpine Corp.                          8.750%  07/15/07    73
Charter Communications                 8.625%  04/01/09    74
Charter Communications                10.000%  04/01/09    75
Charter Communications                10.000%  05/15/11    73
Charter Communications                10.250%  01/15/10    75    
Cincinnati Bell Telephone              6.300%  12/01/28    69
Comcast Corp.                          2.000%  10/15/29    29
Coastal Corp.                          6.950%  06/01/28    67
Coastal Corp.                          7.420%  02/15/37    70
Coastal Corp.                          7.750%  10/15/35    73
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                0.426%  04/19/20    49
Cox Communications Inc.                2.000%  11/15/29    34
Crown Cork & Seal                      7.500%  12/15/96    70
Cummins Engine                         5.650%  03/01/98    61
Delta Air Lines                        7.900%  12/15/09    71
Delta Air Lines                        8.300%  12/15/29    61
DVI Inc.                               9.875%  02/01/04    32
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    69
Fibermark Inc.                        10.750%  04/15/11    73
Finova Group                           7.500%  11/15/09    44
GB Property Funding                   11.000%  09/29/05    65
Goodyear Tire & Rubber                 7.857%  08/15/11    74
Gulf Mobile Ohio                       5.000%  12/01/56    64
Hasbro Inc.                            6.600%  07/15/28    73
Health Management Associates           0.250%  08/16/20    63
IMC Global Inc.                        7.300%  01/15/28    70
Kaiser Aluminum & Chemicals            9.875%  02/15/49    72
Liberty Media                          3.750%  02/15/30    56
Liberty Media                          4.000%  11/15/29    59
Lucent Technologies                    6.450%  03/15/29    63
Lucent Technologies                    6.500%  01/15/28    65
Mirant Corp.                           2.500%  06/15/21    40
Mirant Corp.                           5.750%  07/15/07    39
Missouri Pacific Railroad              4.750%  01/01/30    71
Missouri Pacific Railroad              5.000%  01/01/45    59
Northern Telephone                     7.875%  06/15/26    75
Northwest Airlines                     7.875%  03/15/08    75
Northwest Airlines                     8.700%  03/15/07    72
Northwest Airlines                     8.875%  06/01/06    72
Northwest Airlines                     9.875%  03/15/07    72
Northwestern Corporation               7.875%  03/15/07    73
Northwestern Corporation               8.750%  03/15/12    71
NTL Communications Corp.               7.000%  12/15/08    19
Reliant Resources                      5.000%  08/15/10    74
Revlon Consumer Products               8.125%  02/01/06    64
Salomon SB Holdings                    0.250%  02/18/10    74
Silicon Graphics                       5.250%  09/01/04    73
Sonat Inc.                             7.000%  02/01/18    73
Tenet Healthcare                       6.875%  11/15/31    75
US Timberlands                         9.625%  11/15/07    57
US West Communications                 6.875%  09/15/33    73
US West Communications                 7.125%  11/15/43    74
Xerox Corp.                            0.570%  04/21/18    65

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***