TCR_Public/030827.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, August 27, 2003, Vol. 7, No. 169   

                          Headlines

127 RESTAURANT CORP: Case Summary & 20 Largest Unsec. Creditors
3DO COMPANY: Sells Street Racing Syndicate to Namco Hometek
ACCRUE SOFTWARE: Section 341(a) Meeting Scheduled for Sept. 14
ADELPHIA BUSINESS: Files Plan and Disclosure Statement in SDNY
ADVANSTAR COMMS: Will Acquire Certain Thomson Healthcare Assets

AERCO LTD: Fitch Drops Three Note Ratings to Lower-B Level
AGERE SYSTEMS: Acquires Massana Ltd. for $26.2 Million
AMERCO: Files FY 2003 and Restated 2002 & 2001 Financial Results
AMERCO: Court Approves Use of JPMorgan Chase's Cash Collateral  
AMERICREDIT: Fiscal Fourth Quarter Net Loss Tops $17 Million

APARTMENT INVESTMENT: Acquires New York City Property for $37MM
ASPEN TECH: S&P Affirms Credit & Sub. Debt Ratings at B/CCC+
AVIATION CAPITAL: Class C-1 & D-1 Ratings Slide Down to BB-/B-
BALLY TOTAL: Names Martin Pazzani as Chief Marketing Officer
BAYOU STEEL: Third Quarter Net Loss Tumbles to $3.6 Million

CADKEY CORP: Files for Chapter 11 Restructuring in Massachusetts
CADKEY CORP: Case Summary & 20 Largest Unsecured Creditors
CADKEY: Inks Pact to Sell All Assets to IMSI for $2.5MM + Debts
CALPINE CORP: Completes $230 Mil. Non-Recourse Project Financing
CHAMPIONLYTE: Completes Transfer of Old Fashioned Syrup Co. Unit

CIRRUS LOGIC: Settles Legal Dispute with Western Digital Corp.
COMDISCO INC: Selling U.S. IT Leasing Business to Bay4 Capital
CONSECO: S&P Affirms Ratings on Various Related Transactions
CONSECO INC: Enters Stipulation Settling JPMorgan Chase Claims
COOK AND SONS MINING: Case Summary & Largest Unsecured Creditors

CORBIN MOTORS: Founder Blasts Pinnacle News' Defaming Reports
DENNY'S CORP: Weaker Operating Results Prompt S&P's Junk Rating
DVI INC: Fitch Drops Debt Rating to D after Bankruptcy Filing
DYNEGY: Inks Long-Term Capacity and Energy Contract with Cobb
EASTGROUP: Obtains BB+ Preliminary Rating for $66.5MM Preferreds

ENRON: Lindsey & O'Neil Want Nod to Hire Blank Rome as Counsel
E.SPIRE: Trustee Hires Everitt Pratt as Potential Claims Counsel
FLEMING COMPANIES: Completes Sale of Grocery Wholesale Assets
GENUITY INC: Files Liquidation Chapter 11 Plan in S.D. New York
GENUITY INC: Gets Open-Ended Lease Decision Period Extension

GOODYEAR TIRE: USWA Says Tentative Pact to Set Industry Pattern
INTEGRATED HEALTH: Court Clears AL Investors Settlement Pact
JP MORGAN: Fitch Rates 6 2003-PM1 Note Classes at Low-B Levels
KAISER ALUMINUM: Wants to Pay USWA Professionals' Compensation
KMART CORP: Asks Court to Allow $22MM of Personal Injury Claims

LENNOX INT'L: Sells Electrical Products Div. Assets to Emerson
LEVEL 3 COMMS: Extends Customer Agreement with SBC Until 2006
LIBERTY MEDIA: Withdraws from Vivendi Universal Bidding Process
LOEWEN: Strikes Stipulation Settling Disputes with Hughes Family
LOUIS FREY: Seeks Court Nod to Tap Most Horowitz as Accountants

MIRANT CORP: Asks Court to Fix December 16 as General Bar Date
MITEC TELECOM: Inks Pact to Sell BEVE Electronics to NOTE AB
MITEC TELECOM: Board of Directors Adopts Shareholder Rights Plan
MKTG SERVICES: Hires Amper Politziner as PwC's Replacement
MOONEY AEROSPACE: Names Terry Freeman as Corporate PR Director

NATIONAL STEEL: Court Approves Proposed Solicitation Procedures
NATIONSBANC: Fitch Takes Rating Actions on 5 Securitizations
NATIONSRENT: Stites & Harbison Continues Defending Ashland Lawsuit
NAVIDEC INC: Intends to Implement Plan to Meet Nasdaq Guidelines
NEW WORLD RESTAURANT: Shareholders' Meeting Slated for Sept. 24

NRG ENERGY: Entergy Gulf Seeks Stay Relief to Setoff Claims
PG&E NAT'L: USGen's Proposed Interim Compensation Protocol OK'd
PILLOWTEX CORP: Wants Nod to Pay about $5-Mill. Healthcare Claims
PILLOWTEX: Proposes Uniform De Minimis Asset Sale Procedures
PLIANT CORPORATION: Appoints Edward Lapekas as New Interim CEO

POLAROID: Creditors Committee Balks at Retirees' $222-Mil. Claim
PROTARGA INC: Looks to Phoenix Management for Financial Advice
RAYOVAC CORP: S&P Puts BB- Corporate Credit Rating on Watch Neg.
RIBAPHARM INC: ICN Completes Asset Acquisition via Merger Deal
SAFETY-KLEEN: Selling Waste Facilities to Energis for $5 Million

SLATER STEEL: June 30 Working Capital Deficit Tops $52 Million
SR TELECOM: Shareholders Approve Proposed Reverse Stock Split
SUMMIT NATIONAL: Court Okays Dismissal of Chapter 11 Proceedings
STEAKHOUSE PARTNERS: S. Stone Douglass Named CEO and President
SUREBEAM CORP: Fails to Meet Nasdaq Continued Listing Guidelines

TALCOTT NOTCH CBO: S&P Cuts Class A-4 Note Rating Down to BB-
TANGER FACTORY: S&P Affirms BB+ Credit & Sr. Unsec. Debt Ratings
TRENWICK AMERICA: Dewey Ballantine Serves as Chapter 11 Counsel
UNITED AIRLINES: Reports Improved Operating Results for July
UNITED AIRLINES: Court Okays Cognizant as Committee's Consultant

UNIVERSAL ACCESS: Shares Remain Listed on Nasdaq SmallCap Market
US FLOW CORP: Case Summary & 20 Largest Unsecured Creditors
VICWEST CORP: Will Delay Filing of Fin'l Statements Due Aug. 29
VLASIC: Court Allows $2MM Admin Claim Payment to Money's Trust
WORLDCOM INC: MCI Offers Support to Richard Breeden's Report

* Sheppard Mullin Attorneys Recognized as Leading Biz Lawyers
* Synde Keywell Joins Neal Gerber & Eisenberg's Bankruptcy Group

* Meetings, Conferences and Seminars

                          *********

127 RESTAURANT CORP: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Lead Debtor: 127 Restaurant Corp.
             168 West 18th Street
             New York, New York 10011

Bankruptcy Case No.: 03-15359

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        74th Street Restaurant Corp.               03-15360
        Rock 51 Partners Corp.                     03-15361

Type of Business: The Debtors are affiliates of Toscorp Inc.
                  (Bankr. S.D.N.Y. Case No. 01-14818)

Chapter 11 Petition Date: August 26, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: Joshua Joseph Angel, Esq.
                  Angel & Frankel, P.C.
                  460 Park Avenue
                  New York, NY 10022-1906
                  Tel: 212-752-8000
                  Fax: 212-752-8393

Total Assets: $2,710,160

Total Debts: $12,906,360

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Rose Realty Group           Rent                      $361,471
B&L Management Co. LLC
316 East 63rd Street
New York, New York 10021
Tel: 212-906-2600
Fax: 212-906-2800

Mait, Wang & Simmons        Services                   $54,095

Lehmann Colorado            Trade                      $43,937

IGT Services, Inc.                                     $30,560

Celestial Seafood Corp.     Trade                      $33,938

Avanti Enterprises          Trade                      $31,075

Teitel Brothers             Trade                      $18,442

Con Edison                  Trade                      $13,885

Seacrest Linen Supply Co.   Trade                      $13,024

John's Market               Trade                      $11,615

Dairyland USA Corp.         Trade                      $10,504

Roberts & Holland LLP       Service                     $8,851

Stuart Klein, Esq           Service                     $8,377

I. Halper Paper Supply      Trade                       $8,076

Citicorp Vendor Finance     Trade                       $5,272

Cleanstec                   Trade                       $3,530

Omnipak Import Enterprises, Trade                       $3,253
Inc.   

Interchange Capital Co.     Equip. Financed             $2,957

IESI NY Corporation         Trade                       $2,932

Mulligan Security Corp.     Service                     $2,779


3DO COMPANY: Sells Street Racing Syndicate to Namco Hometek
-----------------------------------------------------------
Further strengthening its racing games legacy, Namco Hometek Inc.,
has purchased Street Racing Syndicate out of video game publisher
3DO's bankruptcy court proceedings. Currently in development at
UK-based studio, Eutechnyx Ltd., Street Racing Syndicate puts
players behind the wheel in the fast-paced world of underground
motorsports. Under Namco's new charge, the title will release in
Q3 2004 on the next generation game consoles.

"Purchasing Street Racing Syndicate is a huge win for Namco as we
continue to enhance our position in the video games industry,"
said Nobuhiro Kasahara, president and COO of Namco Hometek Inc.
"Together with the talented development team at Eutechnyx, we are
confident that SRS will become a triple 'A' racing title."

Street Racing Syndicate realistically captures the competition,
lifestyle, and action of real street racing. With money and
respect always on the line, nights in this underground world are
filled with high-risk at every turn. Players can customize their
cars with authentic parts, cool paint and anything else bought or
won from their competitors. Hot cars, including real licensed
vehicles and parts are represented with lifelike physics and
authentic damage that affect both the looks and performance of the
vehicles. Drivers race for money, pink slips and even the
girlfriends of rival street racers.

Eutechnyx has developed many of the world's most popular driving
games such as Test Drive Le Mans, 007 Racing and Big Mutha
Truckers. For Street Racing Syndicate, the developer recently
received the prestigious Best Racing Game of the Show award at E3
(Electronic Entertainment Expo 2003) from Maximum Play magazine.

"Eutechnyx is exceptionally pleased that we will be working with
Namco in the realization of Street Racing Syndicate," said Brian
Jobling, managing director of Eutechnyx Limited. "With Namco's
attention to detail and un-paralleled history in the car racing
genre, this partnership will deliver a gameplay experience that
exceeds the highest expectations of an SRS-hungry audience."

Namco Hometek Inc. is the U.S. consumer division of Namco Limited,
a Tokyo-based world leader in the high-tech entertainment
industry. Based in San Jose, CA, Namco Hometek Inc. is an award-
winning video games publisher for the next generation game
consoles. Namco has created some of the industry's greatest video
game franchises: Tekken, SOULCALIBUR, Dead to Rights, Pac-Man
World, Ridge Racer, Time Crisis and Ace Combat. For more
information about Namco and its products log onto
http://www.namco.com  

The 3DO Company develops, publishes and distributes interactive
entertainment software for personal computers, the Internet and
advanced entertainment systems such as the PlayStation(R)2
computer entertainment system, the Nintendo GameCube(TM) and the
Game Boy(R) Advance systems. The 3DO Company filed for Chapter 11
protection on May 28, 2003, in the U.S. Bankruptcy Court for the
Northern District of California (San Francisco) (Lead Bankr. Case
No. 03-31580).


ACCRUE SOFTWARE: Section 341(a) Meeting Scheduled for Sept. 14
--------------------------------------------------------------
The United States Trustee will convene a meeting of Accrue
Software, Inc.'s creditors on September 14, 2003, at 9:30 a.m., at
the Office of the U.S. Trustee, 1301 Clay St. Room 680N, Oakland,
California 94612.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Accrue Software, Inc., headquartered in Fremont, California, filed
for chapter 11 protection on August 15, 2003 (Bankr. N.D. Calif.
Case No. 03-44749).  Elizabeth Berke-Dreyfuss, Esq., at Wendel,
Rosen, Black and Dean represents the Debtor in its restructuring
efforts.


ADELPHIA BUSINESS: Files Plan and Disclosure Statement in SDNY
--------------------------------------------------------------
Adelphia Business Solutions, Inc., d/b/a TelCove a facilities-
based competitive telecommunications provider for the business
community, has filed its Plan of Reorganization and Disclosure
Statement with the U.S. Bankruptcy Court for the Southern District
of New York.

TelCove's Official Committee of Unsecured Creditors and an ad hoc
committee of TelCove's 12-1/4% Senior Secured Notes, together with
the debtors, are co-proponents of the Plan. The Disclosure
Statement that has been filed has not been approved by the
Bankruptcy Court. Under the bankruptcy laws the debtors may not
solicit votes from creditors with regard to the Plan until the
Disclosure Statement has been approved by the Bankruptcy Court.

A free copy of the Disclosure Statement is available at:

   http://bankrupt.com/misc/ABIZ_DisclosureStatement.pdf

A free copy of the Plan of Reorganization is available at:

   http://bankrupt.com/misc/ABIZ_PlanOfReorganization.pdf

"I, first and foremost, want to express my gratitude to our
creditors, customers, and employees who have shown continued
patience and support, which I believe has been, and will continue
to be, critical to the restructuring process," said Bob Guth,
TelCove's president and chief executive officer. "Looking ahead,
management believes that the combination of our pervasive fiber
infrastructure and our committed team of employees, will make us
one of the most formidable competitive telecommunications service
providers in the markets we serve."

"We have been impressed with management's leadership and vision
during the Chapter 11 process, and have been pleased with the
operational improvements the company has implemented to date,"
said Kurt Cellar of Bay Harbour Management L.C., a significant
holder of 12-1/4% Senior Secured Notes and 13% Senior Discount
Notes. "We look forward to working with TelCove to help it
complete the restructuring process, grow its customer base, and
aggressively manage operating costs."

Founded in 1991, TelCove is one of the longest-standing
competitive communications providers in the markets its serves,
offering integrated Internet, Data, and Voice services to more
than 9,000 customers via its advanced, secure fiber optic network.
For more information on TelCove, please visit
http://www.telcove.com


ADVANSTAR COMMS: Will Acquire Certain Thomson Healthcare Assets
---------------------------------------------------------------
Advanstar Communications Inc., a prominent worldwide market-
focused publishing, tradeshow and marketing services company, has
entered into a definitive agreement with a subsidiary of The
Thomson Corporation (NYSE: TOC; TSX: TOC) to acquire its portfolio
of healthcare industry-specific magazines and related custom
project services.

The purchase price of US$135 million will be paid in cash. The
transaction is expected to close this fall subject to receipt of
customary regulatory approvals and satisfaction of other customary
closing conditions.

The portfolio of publications and custom project services are
targeted at primary and specialty healthcare segments as well as
nursing, dental and veterinary professionals.  Specifically, the
portfolio is composed of three groups: Medical Economics
Communications Group headquartered in Montvale, NJ; Dental
Products Report Group in Northfield, IL; and Veterinary Healthcare
Communications Group in Lenexa, KS. In total, the portfolio
includes 15 magazines, one veterinary tradeshow and conference,
and a significant special projects group, which includes custom
projects, symposia, and continuing medical education programs,
which are produced in multiple media formats (print, audio, CD,
live events, and on the Internet). Total revenue for the portfolio
being sold to Advanstar was US$87.7 million in 2002.

Bob Krakoff, Chairman and CEO of Advanstar Communications, said,
"We look forward to welcoming the Thomson healthcare publications
to our Company.  The addition of these highly-regarded
publications, which complement our existing healthcare portfolio,
will expand our reach into many key primary and specialty markets.
Upon completion of the acquisition, Advanstar will be one of the
leading publishers in the US healthcare industry. Also, we are
very pleased with our equity sponsor's (DLJMB) continued support
for Advanstar represented by the additional equity investment that
it will make as part of the Thomson acquisition and which also
will delever the Company."

"We are very pleased to have reached an agreement with Advanstar
Communications and believe they will be an excellent new owner for
our healthcare publications," said Robert C. Cullen, President and
CEO of Thomson Scientific and Healthcare. "Advanstar is a
respected business-to-business publisher with extensive knowledge
and experience in serving the healthcare industry. I am confident
that our advertising customers, readers and employees will
continue to succeed under their leadership."

Advanstar Communications is a privately held corporation majority
owned by DLJ Merchant Banking Partners III, L.P., a fund managed
by Credit Suisse First Boston Private Equity.

Funding for the transaction is being provided by a combination of
an equity contribution provided by DLJMB, borrowings under
Advanstar's credit facility, and potentially other debt sources.  
Advanstar is being advised in this transaction by Credit Suisse
First Boston.  Thomson retained Banc of America Securities as its
financial advisor for the sale.

Advanstar will host a conference call on Tuesday, September 2nd at
10:00 AM EDT to discuss the transaction. Individuals can dial in
to the call on a number to be provided.

Advanstar Healthcare Communications  --
http://www.advanstarhealthcare.com-- a division of Advanstar  
Communications, is a leader in the field of medical publishing and
physician education. Advanstar Healthcare Communications publishes
DVM Newsmagazine, Cosmetic Surgery Times, Dermatology Times,
Formulary, Geriatrics, Healthcare Traveler, Managed Healthcare
Executive, Modern Health for Women, Ophthalmology Times,
Ophthalmology Times China, Ophthalmology Times America Latina, and
Urology Times.

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


AERCO LTD: Fitch Drops Three Note Ratings to Lower-B Level
----------------------------------------------------------
Fitch Ratings has taken the following rating actions for AerCo
Limited as outlined below:

     -- Class A-2 notes are downgraded to 'A+' from 'AA';
     -- Class A-3 notes are downgraded to 'A' from 'AA';
     -- Class A-4 notes are downgraded to 'A' from 'AA';
     -- Class B-1 notes are downgraded to 'BBB' from 'A';
     -- Class B-2 notes are downgraded to 'BBB' from 'A';
     -- Class C-1 notes are downgraded to 'BB-' from 'BBB';
     -- Class C-2 notes are downgraded to 'BB-' from 'BBB';
     -- Class D-2 notes are downgraded to 'B-' from 'BB';

All classes are removed from Rating Watch Negative.

The downgrades reflect the deterioration in lease cash flows
during the first seven months of 2003 as well as Fitch's
expectation that any recovery in lease cash flows is unlikely
until late in 2005. The reduced cash flows are primarily
attributable to increased non-performing aircraft and aircraft
that have been released at rates well below historical levels.

AerCo's lease expirations during the remainder of 2003-2004 are
not large by historic standards and include 12 aircraft. Two of
these aircraft have already had their leases extended, although at
depressed market rates. The remaining expirations include
primarily B737 classic aircraft that could be difficult to
remarket in the current weak lease rate environment.

AerCo is special purpose limited liability company formed under
the laws of Jersey to conduct limited activities, including the
issuance of debt, and the buying, owning, leasing and selling of
commercial jet aircraft. As of July 2003, AerCo had $1.2 billion
of class A-D notes outstanding. Primary servicing on the 60
aircraft portfolio is being performed by debis AirFinance, 45%
owned by a subsidiary of DaimlerChrysler and 55% by four German
banks.


AGERE SYSTEMS: Acquires Massana Ltd. for $26.2 Million
------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) has acquired Massana Ltd., a
privately held developer of Gigabit Ethernet-over-copper physical
layer device technologies. With this acquisition, Agere expects to
quickly deliver industry-leading Gigabit Ethernet (GbE) chips to
address the transition of enterprise networks from Fast Ethernet
to Gigabit Ethernet speeds.

Agere acquired the Irish company in a stock transaction for
approximately 9.1 million shares of Agere Class A common stock,
valued at about $26.2 million, based on the closing price of $2.88
for the Agere Class A common stock on August 22, 2003. Agere
expects the acquisition to have minimal impact on its earnings in
the current quarter, and for the full fiscal 2004, to be dilutive
to earnings by $0.01 to $0.02 per share.

Today, enterprise networks typically run at speeds of 10/100
megabits-per-second over the current installed base, which
consists mostly of copper networks. GbE-over-copper PHY technology
can deliver 10 times that speed to businesses over the same copper
networks. Agere will supply GbE PHYs to Ethernet switch providers
as well as PC and server OEMs, as these manufacturers migrate
their products to GbE to take advantage of the faster speeds at
minimal additional costs.

"We believe that the transition to GbE represents a major
opportunity for Agere," said Sohail Khan, executive vice president
of Agere's Infrastructure Systems Group. "Our customers need GbE-
over-copper technology to cost-effectively deliver faster speeds
to the desktop, to the server, and in the wiring closet. The
acquisition of Massana, which is one of the few companies in the
world with a working GbE PHY, will allow us to address the
emerging GbE market quickly, with the right feature set, at the
right price points."

Market research firm IDC estimates that the Ethernet IC total
available market in 2005 will be $2.5 billion. The GbE silicon
segment of the Ethernet IC market is expected to have a compound
annual growth rate of 37 percent from 2002 to 2005.

Agere already offers custom solutions for Ethernet applications.
The company will now utilize Massana's established PHY technology
to deliver a range of GbE products, from single to octal ports
into network interface cards and LAN-on-motherboard devices for
computers and servers, as well as Ethernet switches. Massana is
sampling a GbE PHY today. With the acquisition, Agere plans to
deliver a next-generation 0.13 micron single PHY product in early
2004 and an octal in mid-2004.

Massana's PHY device has been tested and validated by the
University of New Hampshire.

"In an effort to complete the rollout of 1000 Base-T compliance
tests, we are pleased to have partnered with Massana to develop
additional physical layer test methods. The tests will benefit the
entire Gigabit Ethernet industry and consumers by ensuring
interoperability among vendors and full compliance to the IEEE
802.3 standards," said Bob Noseworthy of the university's
InterOperability Laboratory.

"Massana stood out in the GbE field because of its superior smart
math architecture, which delivers better signal-to-noise ratio and
lower power consumption, enabling more efficient multiport
solutions," said Ed Roberts, vice president and general manager of
Agere's new Ethernet Division. "With Massana's technology and
talent, we now own ground-breaking intellectual property that will
enable us to succeed in the Gigabit Ethernet market moving
forward."

Approximately 45 Massana employees will join Agere.

Agere Systems, whose $220 million Convertible Notes are rated by
Standard & Poor's at 'B', is a premier provider of advanced
integrated circuit solutions that access, move and store network
information. Agere's access portfolio enables seamless network
access and Internet connectivity through its industry-leading
WiFi/802.11 solutions for wireless LANs and computing
applications, as well as its GPRS offering for data-capable
cellular phones. The company also provides custom and standard
multi-service networking solutions, such as broadband Ethernet-
over-SONET/SDH components and wireless infrastructure chips, to
move information across metro, access and enterprise networks.
Agere is the market leader in providing integrated circuits such
as read-channel chips, preamplifiers and system-on-a-chip
solutions for high-density storage applications. Agere's
customers include the leading PC manufacturers, wireless
terminal providers, network equipment suppliers and hard-disk
drive providers.  More information about Agere Systems is
available from its Web site at http://www.agere.com


AMERCO: Files FY 2003 and Restated 2002 & 2001 Financial Results
----------------------------------------------------------------
AMERCO (Nasdaq: UHAEQ), the parent company of U-Haul
International, Inc., Oxford Life Insurance Company, Republic
Western Insurance Company and Amerco Real Estate Company, with the
inclusion of SAC Holding Corporations and their wholly owned
subsidiaries reported its fiscal year 2003 results.  

In addition, the Company's independent accountant, BDO Seidman,
LLP, completed the re-audit of the Combined Group's financial
statements for the fiscal years ended March 31, 2002 and 2001.  In
connection with this re-audit, it was determined that it was
necessary to record adjustments relating to insurance reserves for
prior periods at AMERCO and its subsidiary, RepWest, as well as
other adjustments.  These adjustments have resulted in the
restatement of the Company's financial statements for the fiscal
years ended March 31, 2002 and 2001.

                       2002                        2001
($ in thousands)   As Previously             As Previously
               Reported      Restated    Reported       Restated
               --------      --------    --------       --------
     Revenues  $2,058,506    $2,193,579   $1,882,447    $2,029,480
Net earnings
       (loss)    $2,721      ($47,440)      $1,012      ($42,110)

The major components for the restatement were related to 1)
insurance and 2) equity accounting by AMERCO for the losses of
Private Mini Storage Realty, L.P.  The insurance-related after tax
adjustments for 2002 were $45 million and for 2001 were $38
million.  The Private Mini-related adjustments for 2002 were $7
million and for 2001 were $5.7 million.

The booking of insurance reserves and the equity accounting
treatment of losses of Private Mini Storage Realty, L.P., do not
affect the Company's current cash flow.  EBITDA is negatively
impacted because the "Benefits and losses" is treated as a current
expense.  The insurance reserves will have future cash flow
implications when claims are paid.  For more information about the
restatements, refer to Note 2 to the Consolidated Financial
Statements.

For fiscal year 2003, the Consolidated Group reported a loss of
$25 million, or $1.83 per share.  For fiscal year 2002, the
reported loss was $47.4 million, or $2.87 per share.

Total revenues for fiscal year 2003 were $2.13 billion compared to
$2.19 for fiscal year 2002.  Growth in rental and net sales
revenues in fiscal year 2003 was offset by decreases in premium,
net investment and interest income.

Total expenses were $2.02 billion and $2.15 billion for fiscal
years 2003 and 2002 respectively.

Management expects the Company's first quarter fiscal year 2004
results to come in above last year's profit of $23.8 million, but
below analyst expectations.

AMERCO will hold its investor call for fiscal year 2003 and the
first quarter of fiscal year 2004 on Friday, September 5, 2003, at
10:30 a.m. Pacific Time.  Investors should submit questions
regarding the Company's operations to the AMERCO Investor
Relations department at investorrelations@amerco.com no later than
12 p.m., Pacific Time, Wednesday, September 3, 2003.  Written
questions will be answered during the call.  The call will
broadcast over the Internet at http://www.amerco.com  To hear a  
simulcast of the call over the Internet, or a replay, visit
http://www.amerco.com


AMERCO: Court Approves Use of JPMorgan Chase's Cash Collateral  
--------------------------------------------------------------
Amerco Real Estate Company is a party to a synthetic lease
arrangement with certain lenders and Citibank, N.A., acting as
agent under the Synthetic Lease.  The Synthetic Lease is governed
by these Loan Documents:

   (i) The Participation Agreement dated as of September 24,
       1999 by and among, AMERCO as guarantor, AREC, BMO Global
       Capital Solutions, Inc., certain financial institutions
       named therein as noteholders or certificate holders and
       APA purchasers, and Citicorp USA Inc., in its capacity as
       agent for the Lenders;

  (ii) The Master Lease dated as of September 24, 1999 between
       BMO Global Capital and AREC and each lease supplement
       entered into with respect to each of the 31 commercial
       real estate properties; and

(iii) The Parent Guaranty dated as of September 24, 1999 from
       AMERCO to the Agent for the benefit of the Lenders, BMO
       Global Capital and Citibank, N.A. as agent for the APA
       Purchases.

Mortgages and deeds of trusts, as applicable, and UCC-1 Financial
Statements were filed against each of the Properties in
connection with the closing of the Synthetic Lease.

As of the Petition Date, AREC was indebted to the Secured
Creditor under the Synthetic Lease in the aggregate principal
amount of $101,169,281 plus interest accrued thereon through the
Petition Date, plus other costs and expenses.  As security for
the payment of the Indebtedness, AREC granted to the Secured
Creditor, for and on behalf of the Lenders, valid, perfected,
enforceable and unavoidable liens upon, and security interests
in, and mortgages against, the fee interest in 31 commercial real
estate properties plus certain fixtures, personality and other
items related to the Properties and some or all of the cash and
other proceeds generated by the Properties -- the Prepetition
Collateral.  The Debtors acknowledge and agree that the Secured
Creditor's liens upon, security interests in, and mortgages upon,
the Prepetition Collateral are valid, perfected, enforceable and
unavoidable.

AREC is in default under the terms of the Synthetic Lease.  Upon
notice of the defaults, AREC, AMERCO and the Secured Creditor
entered into a Standstill Agreement wherein the parties agreed
that interest, fees and costs associated with the Indebtedness
would be paid by the Debtors and the other parties to the Loan
Documents to the Secured Creditor monthly in advance.  The
Debtors and the Secured Creditor agreed that this arrangement
will continue postpetition as part of the adequate protection
provided to the Secured Creditor on the Lender's behalf, except
that postpetition, the Debtors will pay interest to the Secured
Creditor as the non-default rate under the Loan Agreements and
interests.

AREC and the Secured Creditor acknowledge that the value of the
Collateral exceeds the amount owing under the Synthetic Lease.  
However, AREC acknowledges that its continued use of the
Collateral, including the Cash Collateral, may result in the
material reduction in the Collateral's value and if its
reorganization is unsuccessful, the value of the Collateral could
drop precipitously, even below the value of the amounts owing
under the Synthetic Lease.

The Debtors require the use of the Prepetition Collateral for the
operation of their businesses in the ordinary course.  The
Secured Creditor made a good faith request for adequate
protection of its interest in the Prepetition Collateral and is
willing to consent to the Debtors' use of the Prepetition
Collateral on the terms and conditions of the Stipulated Order.

Without admitting or suggesting that the interests of the Secured
Creditor are adequately protected, on an interim basis, Judge
Zive orders that:

A. The Debtors may use the Prepetition Collateral, including any
   Cash Collateral generated, in accordance with and subject to
   the terms of the Stipulation Order until a Termination Event.
   Except as provided in the Order, the Cash Collateral may not
   be used, sold, leased or disposed of in any manner without
   the Secured Creditor's prior written consent;

B. AREC may use the Prepetition Collateral only in the ordinary
   course of business and only to pay ordinary, necessary,
   actual and reasonable business expenses when and as these
   expenses become due;

C. The Secured Creditor will have an allowed claim in AREC's
   bankruptcy case in the amount equal to these sums, reduced by
   any amounts actually paid under paragraph D:

   -- The principal amount of $101,169,281 as of the Petition
      Date;

   -- Interest accrued but unpaid as of the Petition Date;

   -- Fees, costs and other expenses incurred under the Loan
      Documents but unpaid as of the Petition Date;

   -- Interest on principal at the rate provided in the Loan
      Documents each day from and after the Petition Date, as
      provided in Section 506(b) of the Bankruptcy Code; and

   -- Reasonable fees, costs and other expenses incurred by the
      Secured Creditor and payable by AREC under the terms of
      the Loan Documents on or after the Petition Date;

D. As adequate protection for any diminution in value of the
   Secured Creditor's interest in the Prepetition Collateral:

   (a) AREC will pay interest on the Secured Loan, in advance,
       at the non-default rate of interest specified in the
       Loan Documents, but without prejudice to the right of the
       Secured Creditor to claim interest at the default rate
       specified in the Standstill Agreement and other Loan
       Documents;

   (b) Within 10 days of demand by the Secured Creditor, AREC
       will pay reasonable fees, costs and expenses payable
       under the Loan Documents, including the fees and
       disbursements of counsel, financial advisors and
       consultants, whether incurred before or after the
       Petition Date, on AREC's or a party-in-interest's request
       within 20 days of the date of the demand by the Secured
       Creditor;

   (c) The Secured Creditor will have a first priority, valid,
       enforceable, perfected and unavoidable replacement and
       additional lien on all proceeds of the Property received
       by AREC after the Petition Date and any additional
       adequate protection ordered by separate order of this
       Court, including that of the DIP Facility Interim Order;

   (d) The Secured Creditor's lien on the Collateral continues
       in the proceeds and profits of the Collateral;

   (e) AREC will comply with and perform all its covenants and
       obligations in the Loan Documents;

   (f) AREC will maintain a cash management system substantially
       similar to that currently in place or otherwise acceptable
       to the Secured Creditor in its sole discretion;

   (g) AREC will timely perform and satisfy all requirements
       applicable to it under the Guidelines and Requirements of
       the U.S. Trustee;

   (h) The Secured Creditor will be given access to the books,
       records and documents of AREC and its subsidiaries during
       normal business hours and without interfering with AREC's
       operations;

   (i) AREC will provide to the Secured Creditor these reports
       and information:

       -- all documentation and reports, including monthly
          operating statements, required under the Loan
          Documents;

       -- other information that the Secured Creditor may from
          time to time reasonably request; and

       -- any documents or information provided to the DIP
          Facility Lender, and Bank of Montreal, or any
          creditors' committee that may be appointed in this or
          a related Chapter 11 case; and

   (j) AREC will serve the Secured Creditor with copies of all
       material papers in connection with its Chapter 11 case;

E. The grant of the lien on the Postpetition Collateral is in
   addition to all liens and rights existing in favor of the
   Secured Creditor as of the Petition Date.  The Secured
   Creditor's lien on the Postpetition Collateral is senior to
   all claims, liens and interests arising on or after the
   Petition Date on property of AREC or of the estate, except as
   expressly provided in the Order.  AREC may execute and
   deliver the financial statements, instruments and documents
   as the Secured Creditor may reasonably request with respect
   to the Postpetition Collateral, and the automatic stay is
   modified to permit the Secured Creditor to request, receive,
   file or record the financial statements, instruments and
   documents;

F. The Debtors may not seek to recover any amount from or avoid
   any transfer to or lien or other interest of the Secured
   Creditor on account of any claim, right, action or liability.
   The Debtors waive any and all rights to subordinate any or
   all of the Secured Creditor's claims, liens or security
   interests;

G. All parties-in-interest have until October 13, 2003 to bring
   any challenge, recover or subordinate any or all of the
   Secured Creditor's claim, right or security interests;

H. The automatic stay is terminated to the extent necessary, if
   any, to authorize any payment under the Order and to
   implement and effectuate the terms and conditions of the
   Order;

I. AREC's right to use the Cash Collateral will automatically
   and immediately terminate without notice, demand, or order if
   these events occur:

   (a) No final order is entered approving the Stipulated Order
       by September 28, 2003;

   (b) AREC has paid in full all amounts and claims payable or
       owing under the Loan Documents and the Stipulated Order;

   (c) A Court Order is entered prohibiting the use of Cash
       Collateral;

   (d) AREC's failure to comply with any material terms,
       conditions or covenants contained in the Stipulated
       Order or the Loan Documents;

   (e) AREC ceases to operate all or substantially all of its
       business;

   (f) AREC sold all or substantially all of the estate's
       property;

   (g) Conversion of Amerco's case to Chapter 7;

   (h) An entity is allowed to proceed against any material
       asset of AREC;

   (i) An order denying validity or extent of the Secured
       Creditor's lien on the Collateral or surcharging the
       Collateral;

   (j) When AREC asks the Court to impair the Secured Creditor's
       rights, liens and protections; and

   (k) AREC's failure to comply with any terms of the Order; and

J. Upon the occurrence of a Termination Event, AREC may not use,
   sell or lease the Cash Collateral, and will segregate and
   account for any Cash Collateral in its possession, custody or
   control and hold the Cash Collateral for the benefit of the
   Secured Creditor. (AMERCO Bankruptcy News, Issue No. 5;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICREDIT: Fiscal Fourth Quarter Net Loss Tops $17 Million
------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) announced operating results for its
fourth quarter and fiscal year 2003 and a restatement of operating
results for fiscal year 2002 and the nine months ended March 31,
2003. This announcement updates the August 6, 2003, press release
that provided summary operating results for the quarter and fiscal
year ended June 30, 2003.

            Fourth quarter and fiscal year 2003 results

For its fourth fiscal quarter ended June 30, 2003, AmeriCredit
reported a net loss of $17.1 million, or $0.11 per share, which
includes a $93.7 million pre-tax ($57.7 million after-tax), non-
cash impairment charge to the Company's credit enhancement assets.
Restated earnings for the fourth fiscal quarter ended June 30,
2002, were $90.8 million, or $1.00 per share. For the fiscal year
ended June 30, 2003, AmeriCredit reported net income of $21.2
million, or $0.15 per share, compared with restated earnings of
$314.6 million, or $3.50 per share, for the fiscal year ended June
30, 2002.

The carrying value of the Company's credit enhancement assets
after the impairment charge is based on the assumption that credit
defaults and recovery rates in the off-balance sheet trusts will
be consistent with recent experience for the foreseeable future.
These assumptions lead to cumulative credit loss expectations for
the 2000, 2001 and 2002 trusts in the 13.0 to 14.5 percent range,
compared to previous expectations in the 12.5 to 14.0 percent
range.

"While we're disappointed with the impairment charge related to
our off-book portfolio, we're encouraged with the progress we've
made under our revised operating plan," said AmeriCredit CEO
Clifton Morris. "Over the last six months, we made tough
decisions, executed changes swiftly, and finished the fiscal year
with improved liquidity and a stronger balance sheet."

Automobile loan purchases were $686.9 million for the fourth
quarter of fiscal 2003, compared with the Company's stated
origination goal of approximately $750 million per quarter. Loan
purchases for the same quarter last year were $2.4 billion.
Managed auto receivables totaled $14.9 billion at June 30, 2003.

Annualized net charge-offs were 7.4% of average managed auto
receivables for the fourth quarter of fiscal 2003, compared with
annualized net charge-offs of 7.6% for the March 2003 quarter and
5.2% for the June 2002 quarter. Managed auto receivables more than
60 days delinquent were 3.3% of total managed auto receivables at
June 30, 2003, compared with 2.7% at March 31, 2003, and 3.3% at
June 30, 2002.

AmeriCredit's unrestricted cash balance totaled $316.9 million at
June 30, 2003, compared with $238.1 million at March 31, 2003.
Additionally, in July the Company received a $70 million refund of
estimated tax payments made in fiscal year 2003.

                       FAS 133 restatement

The Company and its independent accountants have reviewed the
accounting treatment under Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities," (FAS 133) for certain interest rate swaps
that were entered into prior to 2001 and used to hedge interest
rate risk on a portion of its cash flows from credit enhancement
assets. The result of this review is that certain unrealized
losses originally classified in other comprehensive income should
be reclassified to net income for fiscal year 2002 and the first
nine months of fiscal year 2003.

In September, the Company will file an amended annual report on
Form 10-K for the fiscal year ended June 30, 2002, and amended
quarterly reports on Form 10-Q for the first three quarters of
fiscal year 2003 to reflect these changes.

                         Regulation FD

Pursuant to Regulation FD, the Company provides its expectations
regarding future business trends to the public via a press release
or 8-K filing. The Company anticipates some risks and
uncertainties with its guidance as it continues to execute its
revised operating plan implemented in February 2003.

This guidance incorporates, but is not limited to, the restatement
of prior period earnings related to FAS 133, the impairment of
credit enhancement assets in the June 2003 quarter and the
following assumptions:

-- Approximately $750 million in quarterly loan originations,

-- Stable credit quality,

-- An increase in operating expenses as a percent of the managed
   portfolio as the portfolio balance declines, and

-- AmeriCredit anticipates that it will terminate its whole loan
   purchase facility in the September 2003 quarter. In connection,
   the Company will be required to expense the 3% (approximately
   $30 million) residual interest granted to the purchaser and all
   deferred costs related to the facility during the quarter.
   AmeriCredit intends to repurchase and subsequently securitize
   these receivables.

"Our forecast is based on a stable economic environment and
continued implementation of our current operating plan," said
AmeriCredit President Dan Berce. "However, if credit conditions
improve and we receive excess cash flow from FSA-insured trusts
sooner than originally expected, we could consider increasing our
loan origination levels before the end of fiscal 2004."

AmeriCredit Corp. (Fitch, B Senior Unsecured Debt & B+
Counterparty Credit Ratings, Negative) 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  


APARTMENT INVESTMENT: Acquires New York City Property for $37MM
---------------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV), a real
estate investment trust and the largest owner and operator of
apartment communities in the United States, purchased prime real
estate in New York City for $37.5 million. Encompassing the entire
block on Columbus Avenue between West 68th and 69th streets, the
property includes 58 residential units and 12 commercial spaces
on the ground floor.

Aimco is one of the first REITs to enter the New York City market
by purchasing existing apartment buildings.  "We have spent 18
months learning about the regulatory environment and the economics
of operating apartments in New York City," said Harry Alcock,
chief investment officer at Aimco.  "We made an assessment that we
are under weighted in several key apartment markets and believe it
is time to increase our presence in Manhattan."

Aimco's purchase consists of five, 5-story properties that occupy
a full block front of Columbus Avenue, just north of Lincoln
Center.  Built in the 1880's, the historic properties are well
located providing residents with a prime Manhattan location near
Columbus Circle and Central Park.  Funding for this acquisition
included a new $20 million loan with a 5.25% interest rate plus
1031 proceeds from the sale of lower quality properties.

"We have a defined growth strategy grounded in operating good
properties in good locations, while providing a quality living
environment for our residents," said Mr. Alcock.  " The time is
right to expand into New York, which has high quality properties
and a very strong market," he added.

Georgia Malone, president of Manhattan-based Georgia Malone & Co.,
represented Aimco in the transaction.

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


ASPEN TECH: S&P Affirms Credit & Sub. Debt Ratings at B/CCC+
------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and 'CCC+' subordinated debt ratings on Aspen Technology
Inc. and revised its outlook on the company to stable from
negative. The outlook revision reflects improved profitability
levels following several quarters of cost reductions.

Cambridge, Massachusetts-based Aspen Technology is a specialized
software provider whose products focus on process manufacturing,
specializing in chemicals, petrochemicals, and petroleum segments.
Total debt, pro forma for the company's new convertible preferred
Series D shares and the expected repayment of a portion of its
convertible subordinated notes, and incorporating operating leases
and sales of long-term receivables, was about $325 million at June
2003.

The Federal Trade Commission recently filed an administrative
complaint challenging as anticompetitive Aspen's acquisition of
Hyprotech Ltd., which represents a meaningful part of Aspen's
business.

"Standard & Poor's does not expect the FTC's complaint to be
resolved over the near term," said credit analyst Emile Courtney.
"If there were to be a negative outcome, ratings could be
negatively affected."


AVIATION CAPITAL: Class C-1 & D-1 Ratings Slide Down to BB-/B-
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions for Aviation
Capital Group Trust series 2000 as outlined below:

     -- Class A-1 notes are downgraded to 'A-' from 'AA';

     -- Class A-2 notes are downgraded to 'A' from 'AA';

     -- Class B-1 notes are downgraded to 'BBB-' from 'A';

     -- Class C-1 notes are downgraded to 'BB-' from 'BBB';

     -- Class D-1 notes are downgraded to 'B-' from 'BB';

All classes are removed from Rating Watch Negative.

The downgrades reflect the deterioration in lease cash flows
during the first eight months of 2003 as well as Fitch's
expectation that any recovery in lease cash flows is unlikely
until late in 2005. The reduced cash flows are primarily
attributable to aircraft that have been released at rates well
below historical levels and some increased non-performing
aircraft.

ACG Trust's originally scheduled lease expirations during the
remainder of 2003-2004 are not large by historic standards and
included ten aircraft. Seven of these aircraft have already had
their leases extended, but most at current market rates. The
remaining three expirations include two B737-300 and one B757-200
aircraft that will be remarketed in the current weak lease rate
environment.

ACG Trust is a Delaware business trust formed to conduct limited
activities, including the issuance of debt, and the buying,
owning, leasing and selling of commercial jet aircraft. ACG
originally issued $687 million of rated notes in November 2000,
while as of August 2003 it had $579.9 million of notes
outstanding. Primary servicing on the 30 aircraft is being
performed by Aviation Capital Group Corp. (owned by Pacific Life
Corp. and principals of Aviation Capital Group Corp.) while
International Lease Finance Corporation ('AA-/F1+' by Fitch) acts
as backup servicer.


BALLY TOTAL: Names Martin Pazzani as Chief Marketing Officer
------------------------------------------------------------
Bally Total Fitness (NYSE: BFT), North America's leader in health
and fitness products and services, announced the appointment of
Martin Pazzani as chief marketing officer.

Pazzani will be responsible for leading the fitness giant's global
branding efforts, as well as overseeing all consumer, enterprise
and partnership marketing initiatives, and will report to Chairman
and Chief Executive Officer Paul Toback.

"Martin is a true global marketing decathlete with broad skills
and 'hands on' experience in all parts of the marketing mix, as a
corporate marketing leader, as an advertising agency senior
manager and founder, as an entrepreneur, and as a global marketing
consultant," said Toback. "He is one of today's top marketing
thought leaders with expertise in building and growing some of the
world's best known brands and companies, from both the client side
and the agency side. His category experience is very wide,
spanning packaged goods, automotive, fast food, financial
services, retail, beverages, technology and personal care
products."

Pazzani, 46, is a seasoned executive with six continents of
experience in strategic marketing, brand building, integrated
marketing, and leveraging consumer and competitor research and
insights.

Prior to joining Bally, Pazzani ran an innovative marketing
consultancy, which he founded following six years at Foote, Cone &
Belding in NYC. At FCB, he was Worldwide Director of The Chess
Team, the company's in-house management consultancy, where he led
a global network of creative business and marketing strategists
that he grew from four people in New York into a staff in 10
offices around the world who worked on key clients like S.C.
Johnson, Kraft, Circuit City, American Express, Compaq, Samsung,
and U.S. Postal Service (note that Bally Total Fitness is a client
of Foote, Cone & Belding in Chicago).

Pazzani's past affiliations include DDB Needham, Western
International Media (now Initiative Media), RocketScience
Advertising, and 13 years at Heublein (now Diageo), where he fast
tracked from entry level to the top marketing job in the company
and helped build Smirnoff Vodka and Jose Cuervo Tequila into
category leaders around the world.

Pazzani's background includes a B.A. in Psychology, a B.S. in
Marketing, an MBA in Marketing and Finance -- all from the
University of Connecticut -- and an intimate knowledge of Bally
clubs, having trained at them since 1980 in the pursuit of his
lifelong passion for mountaineering, which has taken him to the
summits of major mountain peaks on all seven continents.

"I'm confident that Martin, working together with our professional
marketing team, will refine the Company's marketing strategy and
message with the goal of growing both the business and the brand,
truly making Bally Total Fitness a world class marketing
organization," Toback added.

"Bally has a great team already in place, and I'm thrilled to be a
part of it. Even though we are already leaders in the fitness
category, we have barely scratched the surface of this company's,
and this brand's, full potential. I look forward to the challenge
of unlocking that potential and helping to take Bally to the next
level," said Pazzani.

Bally Total Fitness is the largest and only nationwide, commercial
operator of fitness centers, with four million members and
approximately 420 facilities located in 29 states, Canada, Asia
and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports
Clubs(SM) and Sports Clubs of Canada(R) brands. With an estimated
150 million annual visits to its clubs, Bally offers a unique
platform for distribution of a wide range

As reported in Troubled Company Reporter's Tuesday Edition, Fitch
Ratings assigned a 'B' rating to Bally Total Fitness Holding
Corp.'s recent issuance of 10.5% senior unsecured notes due 2011.

At the same time, Fitch lowered the rating on BFT's 9.875% senior
subordinated notes to 'B-' from 'B' and assigned a 'BB-' rating to
its new $100 million senior secured bank credit facility.
Approximately $580 million in debt is affected by these actions.
The downgrade of the senior subordinated notes reflects their
structural subordination to the 10.5% senior unsecured notes.
Proceeds from the senior unsecured notes were used to retire bank
debt and repay a small portion of BFT's on-balance sheet
receivables securitization.

The Rating Outlook is Negative.


BAYOU STEEL: Third Quarter Net Loss Tumbles to $3.6 Million
-----------------------------------------------------------
Bayou Steel Corporation owns and operates a steel minimill and a
stocking warehouse on the Mississippi River in LaPlace, Louisiana,
three additional stocking locations accessible to the Louisiana
Facility through the Mississippi River waterway system, and a
rolling mill with warehousing facility in Harriman, Tennessee. The
Company produces light structural steel and merchant bar products
for distribution to steel service centers and original equipment
manufacturers/fabricators located throughout the United States,
with export shipments of approximately 10% to Canada and Mexico

On January 22, 2003, the Company and its subsidiaries, Bayou Steel
Corporation (Tennessee) and River Road Realty Corporation, filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code. The petition requesting an order
for relief was filed in United States Bankruptcy Court, Northern
District of Texas, where the case is now pending before the
Honorable Barbara J. Houser, Case No. 03-30816 BJH. As debtors-in-
possession under Sections 1107 and 1108 of the Bankruptcy Code,
the Company remains in possession of its properties and assets,
and management continues to operate the business. The Company
intends to continue normal operations and does not currently
foresee any interruption in the shipment of product to customers.
The Company cannot engage in transactions outside the ordinary
course of business without the approval of the Bankruptcy Court.
The Company attributed the need to reorganize to market conditions
in the U.S. steel industry resulting from significant pressure
from imported steel products, low product pricing, and high energy
costs. These factors, coupled with the effects of a slow down in
the economy, have adversely affected the Company over the past
several years.

The Company reported a net loss of $3.6 million in the third
quarter of fiscal 2003 compared to a loss of $22.2 million in the
third quarter of fiscal 2002. Three major factors account for the
$18.6 million favorable change. First, a non-cash asset impairment
charge of $6.6 million and a provision for income tax of $7.7
million were recorded in the third quarter of fiscal 2002. No such
adjustments were made in the third quarter of fiscal 2003. Second,
due to rapidly rising prices for scrap, fuels, and alloys, which
collectively represent over 50% of costs, substantially all steel
producers, including the Company, raised prices $35 per ton on
most products effective late in the second quarter of fiscal 2003.
As a result of the average selling price increasing more than the
price of the raw material scrap, metal margin (the difference
between the selling price of the finished product and the price of
scrap) increased $28 per ton resulting in a $3.4 million
improvement in operating results. Third, interest expense
decreased $2.7 million as a result of discontinuing the accrual of
interest on the Notes as of the Petition Date. Offsetting these
favorable changes were $1.4 million in reorganization expenses in
the third quarter of fiscal 2003 and a one-time favorable tax
credit in the prior year quarter in fiscal 2002. Improved
operating efficiencies of $1.5 million were completely offset by
the sharply higher fuel prices than the prior year third quarter.

The Company reported a net loss of $30.2 million in the nine month
period ending June 30, 2003, compared to $33.0 million in the nine
month period of fiscal 2002. The $2.8 million favorable change is
primarily due to four factors. First, the non-cash asset
impairment charge of $8.0 million recorded in the nine month
period ended June 30,2003 was $2.6 million greater than a similar
charge recorded in the comparable period of fiscal 2002. Second, a
provision for income tax of $7.7 million was recorded in the first
nine months of fiscal 2002 and no such provision was recorded in
fiscal 2003. Third, higher production costs, primarily related to
higher fuel prices and per unit fixed cost due to lower capacity
utilization levels, adversely impacted earnings by $3.5 million.
Fourth, reorganization expenses had an unfavorable impact on
results of $4.5 million. The discontinued accrual of interest on
the Notes impacted earnings favorably by $4.6 million. The
increase in metal margin of $6 per ton combined with a decrease in
shipment volume of 32,000 tons resulted in virtually no
impact on operating results.

On February 28, 2003, the Bankruptcy Court approved the Debtor-In-
Possession Financing Agreement between the Company and the
existing lenders on its credit facility. The Company retired its
pre-petition secured credit facility in the amount of $18.6
million. In connection with this transaction, the Company wrote
off $392,330 of deferred financing costs related to its old credit
facility as a reorganization expense and capitalized $555,100 in
deferred financing cost on the DIP Agreement as other assets. The
DIP Agreement, which is a $45 million credit facility and has a
twelve month term, is secured by inventory, receivables, and
certain fixed assets previously unencumbered by other debt
agreements, bears interest at prime plus 1% or LIBOR plus 3%.
Based on the borrowing base criteria, as defined, approximately
$20.4 million is available as of June 30, 2003; however, the
Company is required to maintain a minimum liquidity reserve of $12
million. This minimum effectively reduces additional availability
for borrowing to $8.4 million. The DIP Agreement required, among
other things, the Company to meet certain cash operating
performance measures based on the Company's weekly budget for a 13
week period ending which ended April 26, 2003. The Company was in
compliance  throughout the period. There are no other financial
performance covenants. The maximum amount outstanding under the
pre-petition secured credit facility and the DIP Agreement during
the nine-month period ended June 30, 2003 was $21.7 million. The
average borrowings were $16.8 million and the weighted average
interest rate was 4.95%.


CADKEY CORP: Files for Chapter 11 Restructuring in Massachusetts
----------------------------------------------------------------
CADKEY Corporation filed a voluntary petition under Chapter 11 of
the Bankruptcy Code on August 22, 2003 in the U.S. Bankruptcy
Court in Worcester, Massachusetts.

CADKEY will continue to manage its business operations as a
"debtor in possession."

CADKEY Corporation, founded in 1989, is a privately held
corporation employing 26 and generating approximately $4 million
in annual sales. The company is a well-recognized CAD/CAM company
headquartered in the Boston area that develops and markets the
CADKEYr product line used by design and manufacturing
professionals worldwide. The award-winning CADKEY website offers
training materials and movies, and best-in-class e-Partner CAD/CAM
enhancement products for engineers at http://www.cadkey.com  
Dedicated to serving mechanical and manufacturing engineers,
CADKEY Corporation's software development efforts focus on
innovative freeform geometry-based modeling products. With over
295,000 copies shipped worldwide, CADKEY Corporation's time-proven
products are among the most widely used in the global marketplace
in more than 40 countries.


CADKEY CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CADKEY Corporation
        33 Boston Post Road West
        Suite 120
        Marlboro, Massachusetts 01752
        dba Baystate Technologies, Inc.

Bankruptcy Case No.: 03-44906

Type of Business: Develops, manufactures, and markets mechanical
                  computer aided design software for personal
                  computers.  See http://www.cadkey.com/

Chapter 11 Petition Date: August 22, 2003

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: James M. Wilton, Esq.
                  Ropes and Gray, LLP
                  One International Place
                  Boston, MA 02110

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Harold L. Bowers d/b/a HLB  Litigation              $5,900,091
Technology                    
c/o Frederic M. Meeker
Banner & Witcoff, Ltd.
1001 G. Street, N.W.
Suite 1100
Washington, DC 20001-4597

Broomberg & Sunstein        Legal Fees                $219,015

David Reyburn               Royalty Payment           $174,206

NDed, Inc.                  Royalty Payment           $166,237             

KPMG LLP                    Auditor                    $20,000           

Reed Exhibition Cos.        AP Vendor                  $13,005

Spatial Corporation         AP Vendor                  $10,899

Andrew Ford                 Marketing Consultant        $5,000

Bowditch & Dewer            Legal Fees                  $2,847

Burns & Levinson LLP        Legal Fees                  $2,770

Tech Soft America           AP Vendor                   $1,895        

Cariglia, Luca              Consultant                  $1,500

Massachusetts Electric Co.  Utility                       $250

Minolta Business Systems    AP Vendor                     $446

Sprint                      Utility                       $900           

UGS                         AP Vendor                     $230

UPS                         AP Vendor                     $137

Verizon Communications      Utility                       $651
        
WebEx, Inc.                 AP Vendor                     $500

D-Cubed Ltd.                AP Vendor                     $270


CADKEY: Inks Pact to Sell All Assets to IMSI for $2.5MM + Debts
---------------------------------------------------------------
IMSI(R) (OTC Bulletin Board: IMSI), a leading developer of
precision design software, has signed an agreement to acquire
substantially all of the assets of CADKEY Corporation, the
Marlborough, Massachusetts-based software developer of the popular
CADKEY mechanical CAD product line. The assets to be acquired,
including the robust CADKEY line of products, will be purchased
for $2,500,000 in cash, and IMSI's assumption of customer
obligations. Once the purchase is completed, the company expects
the acquisition to be accretive to earnings in its fiscal year
ending June 30, 2004.

"We believe this will be exciting news for CADKEY customers,"
stated Martin Wade, IMSI CEO. "CADKEY has long been known as an
excellent brand in the professional mechanical CAD arena and we
look forward to reenergizing the product line to take it to the
next level, fueling revenue growth and profits at IMSI."

"The CADKEY mechanical design products are a perfect fit for IMSI,
complementing our TurboCAD(R) line of products," said Gordon
Landies, IMSI President. "CADKEY has more than 15 years of proven
customer success with their proprietary technology in the
mechanical design industry. We look forward to adding these
products to our existing Precision Design Division and introducing
them to IMSI customers."

"We believe that this is a positive move and are confident that
the sale process will result in ongoing product releases for
CADKEY customers," stated Robert Bean, President and CEO of
CADKEY. "IMSI is a market leader in the CAD industry and will be
able to expand our customer base through further capital
investment. The CADKEY product complements IMSI's product
offerings and expands their position in the mechanical design
market. I look forward to working with IMSI's management in the
coming weeks to co-ordinate product strategy and operations to
ensure a successful customer and product transition."

CADKEY anticipates filing a motion in the Bankruptcy Court in the
next few days seeking approval of the sale to IMSI and requesting
the approval hearing be set no later than October 7, 2003. As
required by the Bankruptcy Code, CADKEY will also file a motion
asking the Court to establish bidding procedures in the event
other parties also wish to submit offers to purchase its assets.
If no overbids are submitted, or if IMSI bids over any other bids
submitted, IMSI will complete the purchase of substantially all of
the CADKEY assets and assumption of customer obligations
immediately after the October hearing.

Founded in 1982, IMSI has established a tradition of providing the
professional and home user with innovative technology and easy-to-
use, high-quality software products at affordable prices. The
company has two business divisions. The Precision Design division
is anchored by IMSI's flagship product, TurboCAD(R), and it also
develops and markets other precision content and design software
such as FloorPlan 3D and DesignCAD. The Business Applications
division provides business and home software users with popular
solutions such as TurboProject(R), FormTool(R),
FlowCharts&More(TM), HiJaak(R) and TurboTyping(TM). This division
also provides ergonomic and keyboard training to Fortune 1000
companies for worker-related safety, productivity, and ergonomic
compliance improvements through Keynomics, a wholly owned
subsidiary of IMSI. More information about IMSI can be found at
http://www.imsisoft.com  

CADKEY Corporation, founded in 1989, is a privately held
corporation employing 26 and generating approximately $4 million
in annual sales. The company is a well-recognized CAD/CAM company
headquartered in the Boston area that develops and markets the
CADKEYr product line used by design and manufacturing
professionals worldwide. The award-winning CADKEY website offers
training materials and movies, and best-in-class e-Partner CAD/CAM
enhancement products for engineers at http://www.cadkey.com  
Dedicated to serving mechanical and manufacturing engineers,
CADKEY Corporation's software development efforts focus on
innovative freeform geometry-based modeling products. With over
295,000 copies shipped worldwide, CADKEY Corporation's time-proven
products are among the most widely used in the global marketplace
in more than 40 countries.


CALPINE CORP: Completes $230 Mil. Non-Recourse Project Financing
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) has completed a $230 million non-
recourse project financing for its 600-megawatt Riverside Energy
Center.  The natural gas-fueled electric generating facility is
currently under construction in Beloit, Wisc.  Upon completion of
the project in June 2004, Calpine will sell 450 megawatts of
electricity to Wisconsin Power and Light under the terms of a
nine-year tolling agreement and provide 75 megawatts of capacity
to Madison Gas & Electric under a nine-year power sales agreement.

A group of banks, including Credit Lyonnais, Co-Bank, Bayerische
Landesbank, HypoVereinsbank and NordLB, will finance construction
of the plant at a rate of Libor plus 250 basis points.  Upon
commercial operation of the Riverside Energy Center, the banks
will provide a three-year term-loan facility initially priced at
Libor plus 275 basis points.

"Modern, state-of-the-art electric generating facilities like the
Riverside Energy Center with contracts for baseload operations
provide excellent opportunities to access the project finance
market," stated Bob Kelly, Calpine CFO.  "We appreciate the
support of these core commercial banks and look forward to working
the them on future transactions.  With the completion of this
financing, Calpine has completed or announced nearly $2 billion
towards our 2003 liquidity program."

Calpine began construction of the facility in November 2002.
Fueled by clean natural gas, the facility is designed to operate
in a combined-cycle configuration, using two natural gas-fired
combustion turbines and a steam turbine, for maximum fuel
efficiency.  Calpine developed and is building the Riverside
Energy Center using its Calpine-Construct approach.  This is a
unique construction management program whereby Calpine oversees
every phase of a project's development -- including the design,
engineering, procurement and construction of the plant -- to
ensure quality and cost control, while providing maximum design
flexibility.

                        Calpine in Wisconsin

Calpine currently produces approximately 900 megawatts of
electricity for Wisconsin utilities to help meet growing demand.  
All of Calpine's facilities use environmentally responsible
natural gas technologies.  In addition to its Riverside facility,
Calpine:

    -- Leases and operates the 460-megawatt Rockgen Energy Center
       in Cambridge, Wisc., which provides power to Wisconsin
       Power & Light Company;

    -- Owns and operates the 450-megawatt Zion Energy Center in
       Zion, Ill., which provides power to Wisconsin Electric
       Power Company;

    -- Recently acquired the fully permitted 500-megawatt Fox
       Energy Center in Kaukauna, which will be used to fulfill an
       existing contract with Wisconsin Public Service;

    -- Has received all necessary regulatory approvals for its
       520-megawatt Fond du Lac Energy Center, which a state
       report has found to be a cleaner and less expensive
       alternative than building new coal plants in Oak Creek.

Calpine Corporation is a leading North American power company,
dedicated to providing electric power to wholesale and industrial
customers from clean, efficient natural gas-fired and geothermal
power facilities.  The company generates power at plants it owns
or leases in 22 states in the United States, three provinces in
Canada and in the United Kingdom.  Calpine is also the world's
largest producer of renewable geothermal energy, and it owns
approximately one trillion cubic feet equivalent of proved natural
gas reserves in Canada and the United States.  The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN.  For more information about
Calpine, visit http://www.calpine.com

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'B' rating to Calpine Corp.'s $3.3 billion second-
priority senior debt. The $3.3 billion includes: a $750 million
term loan due 2007, $500 million floating rates notes due 2007,
$1.15 billion 8.5% secured notes due 2010, and $900 million
secured notes due 2013.

The notes carry the same rating as other Calpine senior secured
debt and are rated two notches higher than the 'CCC+' rated senior
unsecured debt.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on Calpine, its 'B' rating on Calpine's secured
debt, its 'CCC+' rating on Calpine's senior unsecured bonds, and
its 'CCC' rating on Calpine's preferred stock. The 'BB-' rating on
the existing $950 million secured term loan and the $950 million
secured revolver are withdrawn, as this debt was refinanced with
the proceeds of the recent $3.8 billion financing.


CHAMPIONLYTE: Completes Transfer of Old Fashioned Syrup Co. Unit
----------------------------------------------------------------
ChampionLyte Holdings, Inc., (OTC Bulletin Board: CPLY) has
completed the transfer of control of its Old Fashioned Syrup
Company subsidiary pursuant to a settlement agreement reached in a
lawsuit filed to reclaim the subsidiary. The Old Fashioned Syrup
Company historically accounted for a substantial percentage of the
Company's revenues, and its three flavors of sugar-free syrups are
marketed under the Sweet'N Low(R) brand name.

The suit, which was filed in the 15th Judicial Circuit in Palm
Beach County, alleged that former ChampionLyte Chairman and CEO
Alan Posner, former Championlyte Chief Financial Officer, Chris
Valleau, and others fraudulently conveyed the subsidiary for
grossly inadequate consideration and without approval by certain
required parties.

After filing the lawsuit, Defendants InGlobalVest, Steve Sherb,
Barry Patterson, and Uche Osuji worked with the Company to achieve
a mutually satisfactory resolution of the dispute which resulted
in the Company reclaiming control of the Syrup company. As part of
the settlement reached with InGlobalVest, and Messrs., Sherb,
Patterson and Uche Osuji, the claims asserted against them will be
dismissed, with prejudice, and the Company agrees that
InGlobalVest and Messrs. Sherb, Patterson and Osuji should be
considered fully exonerated from any fraudulent or wrongful acts
or liabilities in connection with the Complaint.  This statement
does not apply to Valleau and Posner.  While the Company has
agreed, as part of the settlement reached with Valleau, to dismiss
the Complaint against Valleau, without prejudice, the Complaint
against Posner is still pending.

InGlobalvest has delivered all stock certificates in the Old
Fashioned Syrup Company as well as all books and records to
ChampionLyte Holdings. InGlobalVest has also appointed a
representative to assist in the change in control and management
and has entered into a non-interference agreement with the
Company.

ChampionLyte Holdings, through its wholly owned subsidiary
ChampionLyte Beverages, Inc., manufactures, markets, sells and
distributes ChampionLyte(R), the first completely sugar-free entry
in the multi-billion dollar isotonic sports drink market.

"The Old Fashioned Syrup Company is now in the rightful ownership
of the Company and its shareholders," said ChampionLyte Holdings,
Inc. President David Goldberg.  "With the lawsuit behind us we can
concentrate our efforts on expanding distribution and sales of the
very popular Sweet'N Low(R) brand of sugar-free syrups and apply
some of the marketing and manufacturing efficiencies that we've
put in place at ChampionLyte Beverages, Inc.  Clearly, the
synergies between the two entities are obvious and we anticipate
exploring a number of joint marketing initiatives."

ChampionLyte Holdings, Inc. is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY.

                         *     *     *

On June 25, 2003, Radin Glass & Co, LLP was dismissed as the
independent auditor for Championlyte Holdings Inc. and Massella
Roumbos LLP was appointed as the new independent auditor for the
Company.

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


CIRRUS LOGIC: Settles Legal Dispute with Western Digital Corp.
--------------------------------------------------------------
Cirrus Logic Inc. (Nasdaq:CRUS) has settled all outstanding
litigation with Western Digital Corporation and its Malaysian
subsidiary, Western Digital (M) SDN.BHD. Under the terms of the
settlement agreement, Western Digital has agreed to pay Cirrus
Logic $45 million on or before Oct. 17, 2003, which is in the
company's fiscal 2004 third quarter. The settlement will result in
a one-time benefit to the company's net income when the cash is
received.

On July 5, 2001, Western Digital and its subsidiary filed a
lawsuit against Cirrus Logic in the Superior Court of the State of
California, Orange County, in connection with the purchase of
read-channel chips from Cirrus Logic, claiming breach of contract
and breach of the duties of good faith and fair dealing. On Aug.
20, 2001, Cirrus Logic filed a cross-complaint alleging breach of
contract, fraud and negligent misrepresentation.

On Dec. 24, 2001, the trial court granted Cirrus Logic's
application for writs of attachment against Western Digital and
its subsidiary in the amount of approximately $25 million. Western
Digital delivered a letter of credit in the amount of
approximately $25 million in substitution for the writ of
attachment. This letter of credit will be released following
payment of the $45 million to Cirrus Logic.

"We are pleased that the two parties were able to reach this
settlement. The cash settlement further enhances our debt-free
balance sheet, will enable us to focus on growing our business and
eliminate certain legal expenses we have been incurring to pursue
this dispute," said David D. French, president and CEO of Cirrus
Logic. Cirrus Logic reported total cash of $115.5 million at June
28, 2003.

                    Upcoming Investor Conferences

Cirrus Logic management will be presenting at the SG Cowen Fall
Technology Conference in Boston on Sept. 3 at 3:00 p.m. Eastern
Time and the Kaufman Bros. 6th Annual Communications, Media &
Technology Conference in New York on Sept. 4 at 4:30 p.m. Eastern
Time. Those wishing to listen to management's presentation can
hear a live and/or an archived webcast via the company's Web site.

Cirrus Logic (S&P, B Corporate Credit Rating, Stable) is a premier
supplier of high-performance analog, mixed-signal and digital
processing solutions for consumer entertainment electronics,
automotive entertainment and industrial product applications.
Building on its global market leadership in audio ICs and its rich
mixed-signal patent portfolio, Cirrus Logic targets audio, video
and precision mixed-signal applications in these growing markets.
The company operates from headquarters in Austin, Texas, with
offices in California, Colorado, Europe, Japan and Asia. For more
information visit http://www.cirrus.com  


COMDISCO INC: Selling U.S. IT Leasing Business to Bay4 Capital
--------------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) has agreed to sell the
assets of its U.S. information technology leasing business to
Florida-based Bay4 Capital Partners, LLC.

Under the terms of the sale agreement dated August 25, 2003,
Comdisco will receive approximately $20 million in cash and Bay4
will assume approximately $26 million in secured non-recourse debt
to third parties. The company will also retain a secured non-
recourse interest of approximately $25 million in certain other
leases. In addition, the company will receive a note in the amount
of approximately $42 million payable primarily from the
realization of the residual value of the assets.

Furthermore, the note will evidence the company's right to share
in the proceeds realized from the assets beyond the stated amount
of the note. The company does not expect to recognize a
significant gain or loss as a result of the closing of this
transaction.

Also included in the sale to Bay4 are certain Comdisco trademarks,
which will be licensed back to Comdisco to allow its continued
operations in accordance with its limited business purpose. The
sale is subject to customary closing conditions, including the
receipt of regulatory approvals and the funding of Bay4's
committed bank financing, and is expected to close no later than
September 15, 2003.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money in an orderly manner the remaining
assets of the corporation. Within the next few years, it is
anticipated that the company will have reduced all of its assets
to cash and made distributions of all available cash to its common
stock and contingent distribution rights holders in the manner and
priorities set forth in the Plan. At that point, it is expected
that the company will cease operations as a going concern and that
no further distributions will be made.

Rosemont, IL-based Comdisco -- http://www.comdisco.com-- provided  
equipment leasing and technology services to help its customers
maximize technology functionality and predictability, while
freeing them from the complexity of managing their technology.
Through its former Ventures division, Comdisco provided equipment
leasing and other financing and services to venture capital backed
companies.

Bay4 Capital Partners, LLC, is a wholly owned subsidiary of
Florida-based Bay4 Capital, LLC, a leader in independent equipment
leasing. Bay4 Capital (www.bay4.com) delivers innovative, vendor-
independent equipment leasing products, services and customer care
solutions. The company's suite of services maximizes customer
asset values by providing a single source solution for the
planning, financing, management and remarketing of equipment.


CONSECO: S&P Affirms Ratings on Various Related Transactions
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on various
classes of Home Improvement Loan Trusts, Home Equity Loan Trusts,
and Home Improvement Loan Trusts originally issued by either Green
Tree Financial Corp., or its successor, Conseco Finance Corp.

The affirmations reflect the stable performance of the pools and
the ability of each pool's credit support to sustain the
respective class's assigned rating level. Except for series 1995-
F, which has more than 95% credit support protection, statistics
for all series through 1999-G were outlined in a separate press
release entitled "Various Conseco-Related RMBS Certificate Ratings
Raised," dated Aug. 25, 2003. Therefore, this press release
provides ranges for the delinquency and loss statistics beginning
with series 1999-H, and excludes those for series 2000-C, 2000-F,
and 2001-A, which were covered in the referenced press release. As
of the July 15, 2003 distribution, total delinquencies ranged from
a low of 2.61% (series 2001-C) to a high of 15.03% (series 2000-
B). For the affected classes, cumulative losses to date have
ranged from 0.16% (series 2002-C) to 4.44% (series 2000-B).

All series have monthly excess spread available to cover losses.
Additionally, series 1999-A and all of the newest series (starting
with series 1999-F) have overcollateralization. Also, the senior
classes (A-1 through A-5, where applicable) from series 1998-F,
1999-B, and 2000-D have bond insurance provided by Financial
Security Assurance Inc. ('AAA' financial strength rating).
Finally, all classes, except for the three rated 'CCC+' or 'CCC-',
have subordinate classes that provide the bulk of their credit
support protection from losses. Standard & Poor's anticipates the
remaining credit support will be sufficient to support the
certificates at their current rating levels.
    
                        RATINGS AFFIRMED
    
                  Home Improvement Loan Trust

               Series    Class             Rating
               1995-F    B-1               AAA
               1999-E    A-4               AAA
               1999-E    M-2               A
               1999-E    B-1               BBB
   
          Home Improvement & Home Equity Loan Trust

               Series    Class             Rating
               1996-C    HE:M-1            AAA
               1996-D    HE:M-1            AAA
               1996-F    HE:M-1            AAA
               1997-A    HE:M-1            AAA
               1997-C    HE M-1            AAA
               1997-C    HI:B-2            CCC-
               1997-D    HI:M-1, HE:M-1    AAA
               1997-E    HE:A-1Arm,HE:M-1  AAA
               1997-E    HE:B-1            BBB
               1998-B    HI:B1             BBB
               1998-D    HE:A1Barm,HE:A-6  AAA
   
                    Home Equity Loan Trust

               Series    Class             Rating
               1997-B    M-1               AAA
               1997-B    B-1               BBB
               1998-A    A-1ARM            AAA
               1998-A    M-2               A
               1998-A    B                 BBB
               1998-C    A-1B ARM          AAA
               1998-C    B-1               BBB
               1999-C    A-1Aarm, A-1Barm  AAA
               1999-C    A-4, A-5          AAA
               1999-C    B-1               BBB
               1999-D    A-5, A-6          AAA
               1999-D    M-2               A
               1999-D    B-1               BBB
    
      Green Tree Home Improvement & Home Equity Loan Trust

               Series    Class             Rating
               1998-F    A-2               AAA
               1998-F    B-1               BBB
               1999-B    A-1, A-2          AAA
               1999-B    M-2               A
               1999-B    B-1               BBB
    
               Green Tree Home Equity Loan Trust

               Series    Class             Rating
               1999-A    A-1Aarm, A-1Barm  AAA
               1999-A    A-4, A-5          AAA
               1999-A    B-1               BBB
    
                Conseco Finance Home Loan Trust

               Series    Class             Rating
               1999-F    A-1Aarm, A-1Barm  AAA
               1999-F    A-3a              AAA
               1999-F    M-2               A
               1999-F    B-1               BBB
               1999-G    A-6               AAA
               1999-G    B-1               BBB
    
             Conseco Finance Home Equity Loan Trust

               Series    Class             Rating
               1999-H    AF-4, AF-5, AF-6  AAA
               1999-H    AV-1              AAA
               1999-H    MF-1, MV-1        AA
               1999-H    MF-2, MV-2        A
               1999-H    BF-1, BV-1        BBB
               1999-H    B-2               CCC+
               2000-A    AV                AAA
               2000-A    MV-1              AA
               2000-A    MV-2              A
               2000-A    BV-1              BBB
               2000-A    BV-2              CCC+
               2000-B    AF-3, AF-4        AAA
               2000-B    AF-5, AF-6        AAA
               2000-B    MF-1              AA
               2000-B    MF-2              A
               2000-B    BF-1              BBB
               2000-C    A                 AAA
               2000-C    B-1               BBB+
               2000-D    A-3, A-4, A-5     AAA
               2000-D    B-1               BBB+
               2000-F    AF-1A, AF-3, AF-4 AAA
               2000-F    AV-1              AAA
               2001-A    I-A-4, I-A-5      AAA
               2001-A    II-A-2, II-A-3    AAA
               2001-C    A-3, A-4, A-5     AAA
               2001-C    A-IO              AAA
               2001-C    M-1               AA+
               2001-C    M-2               A
               2001-C    B-1               BBB
               2001-C    B-2               BB+
               2001-D    A-3, A-4, A-5     AAA
               2001-D    A-IO              AAA
               2001-D    M-1               AA
               2001-D    M-2               A
               2001-D    B-1               BBB
               2001-D    B-2               BB
               2002-A    A-3, A-4, A-5     AAA
               2002-A    A-IO              AAA
               2002-A    M-1               AA
               2002-A    M-2               A-
               2002-A    B-1               BBB-
               2002-B    A-2, A-3, A-IO    AAA
               2002-B    M-1               AA
               2002-B    M-2               A
               2002-B    B-1               BBB
               2002-B    B-2               BB
               2002-C    AF-1, AF-2, AF-3  AAA
               2002-C    AF-4, AF-IO       AAA
               2002-C    MF-1              AA
               2002-C    MF-2              A
               2002-C    BF-1              BBB
               2002-C    AV-1, AV-IO       AAA
               2002-C    MV-1              AA
               2002-C    MV-2              A
               2002-C    BV-1              BBB
   
         Conseco Finance Home Improvement Loan Trust

               Series    Class             Rating
               2000-E    A-4, A-5          AAA
               2000-E    M-1               AA
               2000-E    M-2               A
               2000-E    B-1               BBB
               2000-E    B-2               BB
   
   Conseco Finance Home Equity and Home Improvement Loan Trust

               Series    Class             Rating
               2001-B    I-A-1A, I-A-3     AAA
               2001-B    I-A-4, I-A-5      AAA
               2001-B    II-A-1A, II-A-3   AAA
               2001-B    I-M-1, II-M-1     AA
               2001-B    I-M-2             A-
               2001-B    II-M-2            A
               2001-B    I-B-1             BBB-
               2001-B    II-B-1            BBB


CONSECO INC: Enters Stipulation Settling JPMorgan Chase Claims
--------------------------------------------------------------
On February 20, 2003, JPMorgan Chase Bank and JPMorgan Securities
Inc. filed Claim No. 49672-003981 for $3,000,000 against Conseco.  
On June 11, 2003, JPMorgan filed Claim No. 49672-008546 for
$6,000,0000 against Conseco, amending the earlier claim, as
allowed by the Court.

JPMorgan asserts that Conseco is liable for the claim amount
because:

   (1) the CFC sale of assets is a qualifying transaction
       triggering a transaction fee; and

   (2) the Transaction Fee is due and payable because the
       Transaction Agreements were not terminated in writing
       prior to a qualifying transaction as required.

Conseco's position is that the Agreements were terminated over
one year before CFC was sold.  However, there is a risk that a
court may find that Conseco is liable on the Claims.  Therefore,
Conseco seeks Judge Doyle's permission to enter into a
stipulation resolving the dispute.

In the Stipulation, the parties agree that:

   (a) Claim No. 49672-003981 is disallowed for all purposes;

   (b) the Transaction Agreements are deemed terminated;

   (c) Claim No. 49672-008546 is deemed an Allowed Class 8A Claim
       for $1,500,000 and JPMorgan is entitled to receive a
       distribution of New CNC Common Stock in accordance with
       the Plan; and

   (d) the remainder of the Claims are disallowed.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, says that
litigating the dispute with JPMorgan would be time-consuming and
costly with an uncertain outcome.  Mark Thompson, Esq., at
Simpson, Thatcher & Bartlett, in New York City, negotiated the
Stipulation on JPMorgan Chase's behalf. (Conseco Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


COOK AND SONS MINING: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Cook and Sons Mining, Inc.
             147 Big Blue Boulevard
             Whitesburg, Kentucky 41858

Bankruptcy Case No.: 03-70789

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Earnest Cook & Sons Mining, Inc.           03-70790

Type of Business: Surface mine operators

Chapter 11 Petition Date: August 25, 2003

Court: Eastern District of Kentucky (Pikeville)

Debtors' Counsel: W. Thomas Bunch, II, Esq.
                  Bunch & Brock
                  271 West Short Street, Suite 805
                  PO Box 2086
                  Lexington, KY 40588-2086
                  Tel: 859-254-5522

Estimated Debts: $10 Million to $50 Million

A. Cook and Sons Mining's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Kentucky River Coal Corp.   Coal Lease arrearage    $1,117,077
200 West Vine Street,
Suite 8-K
Lexington, Kentucky 40507
Attn: Gary Coney
Tel: 606-439-4518

Joy Mining Machinery        Parts vendor              $363,204
P.O. Box 640020
Pittsburgh, PA 15264
Attn: Ron Bartunek
Tel: 540-679-6186

Austin Sales, Inc.          Unsecured vendor          $257,990
P.O. Box 133
Vansant, VA 24656
Virlo Stiltner
276-597-4449

Don and Marvin Polly        Lease arrearage           $238,571

DBT America                                           $194,398

Anthem Blue Cross/Blue Shield                         $111,147

AIG Risk Management                                    $83,970

Lee Adams Heirs             Lease arrearage            $67,910

Paintsville Bolt & Mfg                                 $64,900

Network Supply                                         $60,197

Perry County Tire Inc.                                 $55,370

Zinkan Enterprises                                     $50,933

Drives & Conveyors                                     $48,592

Electroplate Battery                                   $46,940

Persinger Supply Co                                    $46,365

Industrial Rubber Products                             $45,962

Burl and Jacqueline Niece                              $36,257

American Safety Insurance                              $35,000

Banks Heirs                                            $34,943

Lewis Heirs                                            $33,997

B. Earnest Cook & Sons Mining's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Charles R. Sexton Trucking Company                     $31,585

Atlas Machine Shop                                     $25,536

Yeary Truck Sales                                      $22,256

Worldwide Equipment                                    $13,843

Mountain Truck Parts                                   $10,864

Quickway Machine Shop                                   $7,922

Appalachian Wireless                                    $7,177

Double D and G Trucking, Inc.                           $7,107

Hurricane Trucking, LLC                                 $6,715

Meghan Trucking Company, Inc.                           $5,290

Perry County Tires                                      $3,348

Greg's Garage                                           $2,269

Mine Safety & Health Administration                     $1,665

Mica Rae Trucking, Inc.                                 $1,320

Dennis Wayne Fleming, CPA                                 $400

Safety Kleen Systems                                      $105


CORBIN MOTORS: Founder Blasts Pinnacle News' Defaming Reports
-------------------------------------------------------------
Mike Corbin states: "The time has come to address concerns that
have been brought to my attention regarding the status of a
company that I founded years ago, Corbin Pacific, also known as
Mike Corbin's Workshop of Wizards. My family and I have been the
subject of direct and repeated attacks by a local newspaper in
Hollister, Calif., the Pinnacle News, regarding a company that I
helped co-found, Corbin Motors.  Because of the grossly defamatory
and extremely inaccurate reporting by this newspaper since April
2002, my family, Corbin Pacific and I have been defamed by the
false and inaccurate writings of reporter Kate Woods, publisher
Tracie L. Cone, and general manager and editor-in chief Anna Marie
dos Remedios.  I would like to take this opportunity to clear
things up and let my trusted business partners know that I and
Corbin Pacific have done nothing wrong.  Corbin Pacific remains a
strong company with innovative products and the ability to meet
the needs of the motorcycle community now and in the future.  It
is unfortunate that the gross inaccuracies printed regarding
Corbin Motors have affected another company that I am deeply
dedicated to Corbin Pacific."

"Corbin Motors was a company with great promise due to my
invention of the Sparrow, an electric commuter vehicle, and the
Merlin, a gas powered personal transport. Unfortunately, as the
company struggled to obtain venture financing, the CEO of Corbin
Motors, Ronald Huch, foreclosed on a $500,000 note which forced
the company into bankruptcy. There is nothing more to the story
than that. The fabrications and erroneous statements in the
Pinnacle News about hidden bank accounts containing millions of
dollars are simply untrue. We are going public with the truth and
holding those at the Pinnacle News responsible for their
wrongdoings by demanding written retraction on all falsities
reported. In fact, in today's Los Angeles Times, business
columnist Michael Hiltzik reports on the Pinnacle's undisclosed
biased and the effect of the inaccurate reporting. I hope that
this information helps to clear any misconceptions and reflects my
deep dedication to Corbin Pacific, our clients and our business
partners. My passion for Corbin Pacific and the motorcycle world
has never waned. The Wizard is in his Workshop."


DENNY'S CORP: Weaker Operating Results Prompt S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on family
dining restaurant operator Denny's Corp. The corporate credit
rating was lowered to 'CCC+' from 'B-'. At the same time, all
ratings were removed from CreditWatch, where they were placed
July 31, 2003. The outlook is negative.

The rating actions are based on Denny's deteriorating operating
performance and cash flow protection measures, as well as Standard
& Poor's heightened concern that continued poor performance will
constrain the company's liquidity.

Operating performance continued to decline in the first half of
2003, as EBITDA dropped 37% to $47.7 million. A weak economy,
intense competition in the restaurant industry, and rising costs
hurt operating performance. Same-store sales fell 0.5% in the
first half of 2003, following a 1% decline in all of 2002.
Operating margins for the 12 months ended June 25, 2003, fell to
17%, from 18.5% the year before, with most of the decline coming
in the first half of 2003. Margins were hurt by a decline in sales
leverage and higher food, labor, and utilities costs. As a result,
cash flow protection measures are very thin, with lease-adjusted
EBITDA covering interest by only 1x for the six months ended
June 25, 2003. Standard & Poor's does not expect that the company
will be able to reverse this trend in the near term.

"The ratings on Denny's reflect the challenges of improving the
operations of the company's restaurants in a highly competitive
restaurant industry, the company's weak cash flow protection
measures, its significant debt burden, and very limited
liquidity," said Standard & Poor's credit analyst Robert
Lichtenstein.

At June 25, 2003, liquidity was limited to $4.5 million in cash
and $36.8 million of availability on the company's $125 million
revolving credit facility. Subsequently, the company made its
$21.3 million interest payment, leaving itself with $25.5 million
of availability on July 31, 2003. Financial covenants were
recently amended to reflect the company's poor performance.

Standard & Poor's believes that the company will be challenged to
service its debt and fund capital expenditures with available
operating cash flow, asset sales, and available funds under its
revolving credit facility. In 2003, Denny's capital expenditures
are expected to be about $35 million, which is largely associated
with remodeling and maintenance. As a result, the company could be
required to seek additional sources of funds.


DVI INC: Fitch Drops Debt Rating to D after Bankruptcy Filing
-------------------------------------------------------------
Fitch Ratings has lowered DVI, Inc.'s senior unsecured debt rating
to 'D' from 'C'. The rating is removed from Rating Watch Negative.

Approximately $155 million of debt is covered by Fitch's action.
The rating action reflects DVI's announcement on Aug. 25 that is
has filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy
Code.

A single 'D' rating reflects Fitch's belief that recovery
potential for the rated securities is very low (below 50%). This
view is based on the lack of any substantial unencumbered assets
on DVI's balance sheet. Further, a meaningful component of the
value of assets pledged to secured lenders in excess of secured
obligations consists of non-accruing, delinquent, and repossessed
assets. Fitch also believes that DVI's historical delinquency and
chargeoff trends will weaken if the company or its principal
lending officers are not able to continue servicing the
receivables. Loss severity may be heightened depending upon the
scope of the company's misrepresentations regarding its
collateral.


DYNEGY: Inks Long-Term Capacity and Energy Contract with Cobb
-------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) has reached an agreement to sell up to 500
megawatts of electric capacity over a six-year period, with a
five-year extension option, to Georgia-based Cobb Electric
Membership Corporation, the country's second-largest electric
membership corporation.

The sale of electricity will begin in Jan. 2005 and is anchored by
the output from Dynegy's 500-megawatt natural gas-fired peaking
facility in Franklin, Ga. Financial terms of the arrangement were
not disclosed.

"Dynegy has made significant progress in the last 12 months in
restructuring itself around its U.S. energy assets, with one
benefit being greater customer confidence," said Bruce A.
Williamson, president and CEO of Dynegy Inc. "We look forward to
expanding our long-term relationship with Cobb EMC and,
indirectly, its 170,000 members. Importantly, this fits our
strategy of positioning our national power assets to serve
electric membership corporations and other customers."

Dwight Brown, president and CEO of Cobb EMC, said, "We are
extremely pleased with this transaction, which gives our members
the security of a long-term power supply at a reasonable rate,
delivered by a reliable electricity producer."

Atlanta-based Energy Consulting Group, LLC assisted Cobb EMC in
the development of its agreement with Dynegy.

Dynegy Inc. provides electricity, natural gas and natural gas
liquids to wholesale customers in the United States and to retail
customers in the state of Illinois. The company owns and operates
a diverse portfolio of energy assets, including power plants
totaling more than 13,000 megawatts of net generating capacity,
gas processing plants that process more than 2 billion cubic feet
of natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.

Cobb Electric Membership Corporation is an electric cooperative
serving reliable electric energy to more than 170,000 member
consumers in five north metro Atlanta counties.

As reported in Troubled Company Reporter's August 5, 2003 edition,
Fitch Ratings assigned a 'B' rating to Dynegy Holdings Inc.'s
$700 million 10.125% second priority senior secured notes due
2013, $520 million 9.875% second priority senior secured notes due
2010, and $225 million floating rate second priority senior
secured notes due 2008 priced at Libor plus 6.50%.

Fitch also assigned a 'CCC+' rating to Dynegy Inc.'s $175 million
4.75% convertible subordinated debentures due 2023. DYN's
convertible debentures are guaranteed on a senior unsecured basis
by DYNH. The DYNH Notes and the DYN convertible debentures are
being sold through private placement. In addition, DYNH's
outstanding $360 million Term B loan is upgraded to 'B+' from 'B'
as a result of improved collateral coverage following application
of the Note proceeds. The Rating Outlook for the DYN and its
affiliates is changed to Positive from Stable.


EASTGROUP: Obtains BB+ Preliminary Rating for $66.5MM Preferreds
----------------------------------------------------------------
Fitch Ratings has initiated coverage of EastGroup Properties, Inc.
(NYSE: EGP) and has assigned an issuer rating of 'BBB-', along
with a preferred stock rating of 'BB+' on $66.5 million of
outstanding preferred. The Rating Outlook is Stable.

The ratings reflect EGP's quality portfolio of industrial assets,
experienced and capable senior and regional management teams,
solid property fundamentals with a 91.1% occupancy level as of
second-quarter 2003 (2Q'03), and access to multiple forms of
capital, as evidenced by its recent issuance of $32.3 million
(net) of preferred stock and $14.6 million (net) of common equity.
EGP's defensive portfolio features include a well-diversified
tenant base with its largest tenant, International Paper (rated
'BBB' by Fitch), representing 2.2% of total base rents; no other
single tenant represents more than 1.5% of total base rents.

In addition, EGP exhibits a manageable lease maturity schedule
relative to its industrial peers, with 7.3% of total base rents
coming due for the balance of 2003 (as of 2Q'03) and 16.3% for
2004. EGP's development pipeline remains manageable, with
approximately $39 million in total development costs representing
3.7% of total undepreciated book capital. The ratings are further
supported by EGP's pool of unencumbered assets representing
approximately 45% of total net operating income (NOI). Excluding
outstanding on its line of credit, EGP has a manageable debt
maturity schedule with no more than 8% of its total debt maturing
in any one year through 2007. EGP also has ample short-term
liquidity under its $175 million bank facility with approximately
$104 million available, as of June 30, 2003.

Rating concerns include significant geographic concentrations
within EGP's four core markets: Florida (28% of total base rents);
California (24%); Texas (22%); and Arizona (10%), which are
subject to regional economic downturns. However, on a submarket
basis, geographic concentration is manageable, with its largest
submarket exposures being Houston (13% of total base rents), Tampa
(11%), and Los Angeles (10%); no other single submarket represents
more than 7% of total base rents.

Fitch has a Stable Outlook for the industrial sector. However,
constrained economic conditions have pressured market conditions
and softened industrial property fundamentals. There also remains
uncertainty regarding the timing and magnitude of an economic
recovery. Until a sustainable recovery occurs, the operating and
leasing environment for industrial owners will remain competitive.
The relative size of EGP at less than $1 billion in total
undepreciated book heightens the firm's susceptibility to event
risk and cash flow volatility.

EGP is also reliant on its bank credit facility and when
incorporating line outstandings into its debt maturity schedule
creates a sizeable maturity of 29.8% (of total debt) in 2005 -
EGP's $175 million bank credit facility had $71 million
outstanding as of 2Q'03 and is set to mature in January 2005.

EGP does not employ off-balance sheet financing and has nominal
joint venture exposure with one JV that is fully consolidated.
EGP's leverage ratio remains solid for its rating level at 39% of
undepreciated book (36% of total market capitalization), as of
2Q'03, and incorporating EGP's preferred stock, its debt plus
preferred over undepreciated book is 49% (44% of total market
capitalization). Coverage ratios are also solid, with interest and
fixed charge coverage (adjusted for capitalized interest and
capital expenditures) at 2.7 times and 2.3x, respectively, as of
2Q'03.


ENRON: Lindsey & O'Neil Want Nod to Hire Blank Rome as Counsel
--------------------------------------------------------------
Mark E. Lindsey and Murray O'Neil seek the Court's authority to
retain Blank Rome LLP to substitute Dyer Ellis & Joseph, P.C.  
Messrs. Lindsey and O'Neil want the Enron Debtors to pay the
firm's legal fees and expenses.  

Edward J. LoBello, Esq., at Blank Rome LLP, recounts that Dyer
Ellis served as counsel for Messrs. Lindsey and O'Neil in
connection with the ongoing government agencies investigations
relating to the Debtors and their employee benefit plan, for
which legal counsel was required.  However, Dyer Ellis would not
be able to represent Messrs. Lindsey and O'Neil should they
become the target of one of the Investigations.  The Debtors
would only pay for the counsel's representation so long as
Messrs. Lindsey and O'Neil are simply witnesses in the
Investigations.  Mr. LoBello assures the Court that neither the
Debtors nor Dyer Ellis anticipate that Messrs. Lindsey and O'Neil
will become a target of any of the Investigation or that their
interests will conflict with the Debtors' interests in
facilitating a timely completion of the Investigation.

On January 6, 2003, Dryer Ellis and Blank Rome publicly announced
the merger of their firms pursuant to an agreement dated
December 20, 2002, effective as of January 1, 2003.  The merger
necessitates this Application.  According to Mr. LoBello, Messrs.
Lindsey and O'Neil are satisfied with the advice, counsel and
services of Dyer Ellis counsels, each of whom will now remain
with Blank Rome.  Thus, it would be prejudicial to Messrs.
Lindsey and O'Neil and wasteful for the Debtors' estates if Blank
Rome is not immediately substituted as their counsel given that:

   (a) the same counsels, who are both familiar with the case,
       will continue to represent Messrs. Lindsey and O'Neil;
       and

   (b) the estate will not be burdened with the costs and
       expenses associated with finding and retaining new
       counsel for Messrs. Lindsey and O'Neil, and or having new
       counsel "come up to speed" in the engagement.  

Mr. LoBello clarifies that although Blank Rome will be retained
by the Debtors, the attorney-client relationship will be between
Blank Rome and Messrs. Lindsey and O'Neil.  Thus, Blank Rome's
ethical obligation will run directly and solely to Messrs.
Lindsey and O'Neil, including the attorney-client privilege.

Jane F. Barrett, Esq., a partner at Blank Rome LLP, relates that
the firm has appeared for and acted as counsel for several
creditors and parties with contractual relationships with Enron,
including Pepsico, General Cable, Oglethorpe Power, Amerigas, Pan
Aero entities, among others.  These representations have involved
power and energy purchase and supply agreements, forward
contracts and swap agreements, and other contractual
arrangements.  However, these parties have consented to Messrs.
Lindsey and O'Neil's retention of Blank Rome.  Blank Rome also
represents Flint Hill Resources and various related entities,
which are creditors of the Debtors in matters unrelated to the
bankruptcy proceedings.  Nevertheless, Blank Rome promises to
"erect a screen" between:

   (a) those attorneys representing Messrs. Lindsey and O'Neil;
       and

   (b) those attorneys representing creditors and other parties
       who have contractual relationships with the Debtors.  

Ms. Barrett assures Judge Gonzalez that those attorneys who
represent creditors and other parties who have contractual
relationship with the Debtors will have no exposure to any aspect
of the representation of Messrs. Lindsey and O'Neil.

Furthermore, Ms. Barrett states that, as far as she has been able
to ascertain to date, Blank Rome:

   (a) is disinterested, with respect to the Debtors;

   (b) does not hold or represent any interest adverse to the
       Debtors' estate; and

   (c) holds no connection with the Debtors, creditors, any
       other party-in-interest, their attorneys, the U.S. Trustee
       or any person employed in the Office of the U.S. Trustee.  

Compensation and reimbursement of expenses to Blank Rome will be
fixed upon proper application to the Court.  The customary hourly
rates of Blank Rome, subject to change from time to time, are:

           $275 - 600      partners and counsel
            180 - 380      associates
            100 - 225      paraprofessionals

The Debtors will be charged for all other services provided for
and expenses incurred, including costs for photocopying, travel,
overtime, clerical work, business meals, computerized research,
long-distance telephone calls, messengers and couriers.

Ms. Barrett attests that no agreement exists or has been made to
share any compensation received by Blank Rome for its services as
counsel to Messrs. Lindsey and O'Neil with any other person or
firm.  Blank Rome believes that the interests of Messrs. Lindsey
and O'Neil are aligned, and not in conflict with the interest of
the Debtors in facilitating a timely completion of the
Investigations.  In addition, the Debtors and Messrs. Lindsey and
O'Neil have no claims against each other. (Enron Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc., 609/392-0900)


E.SPIRE: Trustee Hires Everitt Pratt as Potential Claims Counsel
----------------------------------------------------------------
The Chapter 11 Trustee for the estates of e.spire Communications,
Inc., and its debtor-affiliates, sought and obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Everitt, Pratt, Latham & Donovan LLP as Special Counsel regarding
potential claims against Bellsouth, et al.

The Trustee selected Everitt Pratt because it is well qualified to
advise and assist him in an effective and efficient manner.

The Trustee employs Everitt Pratt on a contingency fee basis. In
the event the Finn successfully concludes any cases initiated
against BellSouth, et al. by obtaining a judgment for money
damages, by negotiating a settlement or compromise, or by other
legal steps taken, the Finn shall receive a sum equal to 40% of
the aggregate of all sums to which the Trustee or the Debtors are
entitled.

In the event a case is filed in an appellate court, the fee shall
be increased to 45%. In the event a case is filed at the Supreme
Court level, the fee shall be increased to 50%.

e.spire Communications, Inc., is a facilities-based integrated
communications provider, offering traditional local and long
distance internet access throughout the United States. The Company
filed for chapter 11 protection on March 22, 2001 (Bankr. Del Case
No. 01-974).  John D. McLaughlin, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Chapter 11 Trustee
overseeing e.spire's estate.  

In other news, e.spire asks Judge Venters to approve an eighth
extension and modification of the DIP financing facility.  In an
Eleventh Amendment to the loan agreement, Wells Fargo Foothill,
Inc., Ableco Finance LLC, The CIT Group/Business Credit, Inc., and
Foothill Income Trust, L.P., agree to continue extending up to
$51.1 million of credit on a revolving basis to the estate through
October 31, 2003.  


FLEMING COMPANIES: Completes Sale of Grocery Wholesale Assets
-------------------------------------------------------------
Fleming Companies, Inc. announced that the sale of the company's
grocery wholesale assets was completed as expected at midnight,
Saturday, August 23, 2003.

The Garland Division was acquired by Grocers Supply. The Miami
Division was acquired by Associated Grocers of Florida. Associated
Wholesale Grocers of Kansas City acquired the Nashville, Memphis,
Memphis GMD, Tulsa, Lincoln and Topeka Divisions. C&S acquired the
Hawaii, Fresno, Sacramento, Sacramento GMD, LaCrosse, LaCrosse
GMD, Massillon and Milwaukee Divisions.

With the sale finalized, the company also announced today that
Peter S. Willmott has completed his tenure as Fleming's Interim
CEO and President. Mr. Willmott continues to serve as a member of
the Board of Directors. Non- Executive Chairman of the Board
Archie R. Dykes has assumed the responsibilities of CEO.

"Pete has served Fleming with much distinction under very
difficult circumstances," said Dr. Dykes. "We have been fortunate
to have Pete serve as Interim CEO and President, and he has done
so at considerable disruption to his personal life. Pete has been
instrumental in helping make the best of a challenging situation
at Fleming. The Board of Directors is grateful for all that Pete
has done in service to the company, and we appreciate his
continued role as a member of the Board of Directors."

Dr. Dykes will continue to work closely with Chief Restructuring
Officer Ted Stenger as the company works through the remainder of
the restructuring process. Fleming's remaining operational entity
is the Core-Mark International convenience distribution business,
based in South San Francisco, California. Core-Mark's fill rates
to customers have returned to historical industry standards and
the company continues to focus on serving the convenience industry
as a broad line distributor with a nationwide distribution
network. The company is actively exploring strategic alternatives
for Core-Mark. This includes responding to expressions of interest
from parties interested in acquiring the convenience business.

Fleming (OTC Pink Sheets: FLMIQ) and its operating subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code on April 1, 2003. The filings were made
in the U.S. Bankruptcy Court in Wilmington, Delaware. Fleming's
court filings are available via the court's Web site at
http://www.deb.uscourts.gov To learn more about Fleming, visit  
the company's Web site at http://www.fleming.com


GENUITY INC: Files Liquidation Chapter 11 Plan in S.D. New York
---------------------------------------------------------------
Genuity Inc. and certain of is subsidiaries filed their Joint
Consolidated Plan of Liquidation and accompanying disclosure
statement with the United States Bankruptcy Court for the Southern
District of New York. (A notice regarding the Bankruptcy Court's
consideration of the disclosure statement is attached below.)

As previously announced, Genuity and certain of its subsidiaries
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code on November 27, 2002, for the purpose of
liquidating their assets and distributing the proceeds to
creditors. In conjunction with that filing, Genuity and certain of
its subsidiaries signed an agreement to sell substantially all of
their assets to Level 3 Communications. The Bankruptcy Court
approved this sale on January 24, 2003 and the sale was completed
on February 4, 2003. Genuity believes that its stockholders will
not receive any proceeds from the liquidation. Consequently,
Genuity believes that its common stock will have no value in
connection with the liquidation.

For more information on Genuity Inc., please visit
http://www.genuityestate.com  

Hearing Date and Time: September 30, 2003 at 2:30 p.m.
Objections Due: September 23, 2003 at 5:00 p.m.

               IN THE UNITED STATES BANKRUPTCY COURT
                   SOUTHERN DISTRICT OF NEW YORK


In re                                    Chapter 11

GENUITY INC., et al.,                    Case No. 02-43558 (PCB)

   Debtors.                              Jointly Administered


NOTICE OF HEARING TO CONSIDER APPROVAL OF DISCLOSURE STATEMENT FOR
   DEBTORS' JOINT CONSOLIDATED PLAN OF LIQUIDATION AND TO SET
            VOTING AND OBJECTION PROCEDURES FOR PLAN

    PLEASE TAKE NOTICE that on August 26, 2003, Genuity Inc. and
certain of its subsidiaries, debtors and debtors-in-possession(1)
in the above-captioned cases, filed their Joint Consolidated Plan
of Liquidation, dated August 26, 2003, a Disclosure Statement for
Debtors' Joint Consolidated Plan of Liquidation, dated August 26,
2003, and a Motion for an Order (i) Approving of the Form and
Manner of Notice of the Disclosure Statement Hearing; (ii)
Approving the Disclosure Statement; (iii) Approving the Procedures
for Temporary Allowance of Claims for Voting Purposes; (iv) Fixing
a Voting Record Date; (v) Approving Notice and Objection
Procedures for Confirmation of Plan of Liquidation; (vi) Approving
Solicitation Packages and Procedures for Distribution Thereof;
(vii) Approving Forms of Ballot and Procedures for Voting on Plan
of Liquidation. Copies of the Plan, the Disclosure Statement and
the Voting Procedures Motion are available as described below.

    PLEASE TAKE FURTHER NOTICE that:

    1. A hearing will be held on September 30, 2003 at 2:30 p.m.
(prevailing Eastern Time), or as soon thereafter as counsel may be
heard, before the Honorable Prudence Carter Beatty, United States
Bankruptcy Judge, in Room 701 of the United States Bankruptcy
Court for the Southern District of New York, One Bowling Green,
New York, New York, to consider the entry of an order (i) finding
that, among other things, the Disclosure Statement contains
"adequate information" within the meaning of section 1125 of the
Bankruptcy Code and approving the Disclosure Statement and (ii)
establishing voting and objection procedures for the Plan.

    2. Objections, if any, to the approval of the Disclosure
Statement, the requested procedures or any of the other relief
sought by the Debtors in the Voting Procedures Motion or in
connection with approval of the Disclosure Statement must be filed
with the Court and served upon the necessary parties so as to be
received no later than September 23, 2003 at 5:00 p.m. (prevailing
Eastern Time). Any and all objections or responses must be in
writing, shall conform to the Federal Rules of Bankruptcy
Procedure and Local Rules of the Bankruptcy Court, and shall be
filed with the Bankruptcy Court electronically in accordance with
General Order M-242 (General Order M-242 and the User's Manual for
the Electronic Case Filing System can be found at
http://www.nysb.uscourts.gov), by registered users of the  
Bankruptcy Court's case filing system and, by all other parties in
interest, on a 3.5 inch disk, preferably in Portable Document
Formant, WordPerfect or any other Windows-based word processing
format (with a hard-copy delivered directly to Chambers), and
shall be served in accordance with the Bankruptcy Court's Order
Under 11 U.S.C. sections 102 and 105 and Fed. R. Bankr. P. 2002,
9006 and 9007 Establishing Certain Notice, Case Management and
Administrative Procedures, dated December 2, 2002, upon: (i) the
Debtors, 225 Presidential Way, Woburn, MA 01801, Attn: Mark
Hileman; (ii) Ropes & Gray LLP, Attorneys for Debtors and Debtors-
in-Possession, One International Place, Boston, Massachusetts,
Attn: William F. McCarthy, (iii) the Office of the United States
Trustee, 33 Whitehall Street, 21st Floor, New York, New York
10004, Attn: Brian Masumoto, Esq., (iv) Kramer Levin Naftalis &
Frankel, LLP, counsel for the Official Committee of Unsecured
Creditors, 919 Third Avenue, New York, New York 10022, Attn: David
Feldman, (v) Shearman & Sterling LLP, counsel to JPMorganChase
Bank, Administrative Agent under the Amended and Restated Credit
Agreement dated September 24, 2001, 599 Lexington Avenue, New
York, New York 10022, Attn: Douglas P. Bartner, (vi) Securities
and Exchange Commission, 233 Broadway, Suite 1300, New York, New
York 10279, Attn: Bankruptcy Department and Securities and
Exchange Commission, 15th and Pennsylvania Ave., NW, Washington,
DC 20020, Attn: Michael Berman, (vii) Internal Revenue Service,
290 Broadway, New York, New York 10007, Attn: Bankruptcy
Department, (viii) other government agencies to the extent
required by the Bankruptcy Code and both the Local and Federal
Rules of Bankruptcy Procedure; and (ix) all parties having filed a
notice of appearance and request for notices under Fed. R. Bankr.
P. 2002.

    3. IF ANY OBJECTION TO THE DISCLOSURE STATEMENT IS NOT FILED
AND SERVED STRICTLY AS PRESCRIBED HEREIN, THE OBJECTING PARTY MAY
BE BARRED FROM OBJECTING TO THE ADEQUACY OF THE DISCLOSURE
STATEMENT AND MAY NOT BE HEARD AT THE HEARING.

    4. The Hearing may be adjourned by the Debtors from time to
time without further notice to parties in interest other than by
an announcement in Bankruptcy Court of such adjournment on the
date scheduled for the Hearing.

    5. The Disclosure Statement, the Plan and the Voting
Procedures Motion are on file with the Court and may be examined
by interested parties by accessing the Bankruptcy Court's
Electronic Case Filing System which can be found at
http://www.nysb.uscourts.gov the official Web site for the  
Bankruptcy Court. In addition, copies of the Disclosure Statement,
the Plan and the Voting Procedures Motion are available upon
request to Donlin, Recano & Co., Inc. at (212) 771-1128.

DATED: August 26, 2003               William F. McCarthy (WM-1669)
       Boston, Massachusetts         Don S. DeAmicis (DD-2242)
                                     D. Ross Martin (DM-2947)
                                     ROPES & GRAY LLP
                                     One International Place
                                     Boston, MA 02110-2624
                                     (617) 951-7000
                                           -and-
                                     45 Rockefeller Plaza
                                     New York, NY 10111-0087
                                     (212) 841-5700

                                     Attorneys for Genuity Inc.,
                                       et al., Debtors and
                                     Debtors-in-Possession

(1) Genuity Solutions Inc. (02-43550); BBN Advanced Computers Inc.
(02-43551); BBN Certificate Services Inc. (02-43552); BBN
Instruments Corporation (02-43553); BBN Telecom Inc. (02-43554);
Bolt Beranek and Newman Corporation (02-43555); Genuity Business
Trust (02-43556); Genuity Employee Holdings LLC (02-43557);
Genuity International Inc. (02-43559); Genuity International
Networks LLC (02-43560); Genuity International Networks Inc. (02-
43561); Genuity Telecom Inc. (02-43562); LightStream Corporation
(02-43563); Nap.Net, L.L.C. (02-43564).


GENUITY INC: Gets Open-Ended Lease Decision Period Extension
------------------------------------------------------------
GTE Global Networks, Inc. lease a real property located at 1500
Champa, Suite No. 300 in Denver, Colorado from Denver FDS, LP,
pursuant to a September 1, 1999 agreement.  Genuity Solutions,
Inc. is the successor-in-interest to GTE.

As of the Petition Date, E. Ramey Layne, Esq., at Vinson & Elkins
LLP, in New York, relates that the Genuity Debtors owed Denver FDS
at least $6,919 in unpaid electrical costs under the Lease.  
Moreover, after the Petition Date, the Debtors continued to
default on their obligations under the Lease, and, as a result,
owe Denver FDS at least $27,052 for unpaid electrical and
operating costs and late charges incurred postpetition.  
Consequently, the Debtors owe Denver FDS at least $33,971.  In
addition, the Debtors owe Denver FDS court costs and reasonable
attorneys' fees and expenses upon a default under the terms of
the lease.

On May 14, 2003, the Debtors notified the Court that they intend
to reject the Lease on the later of:

   (a) the effective date of a confirmed Chapter 11 plan in
       the Debtors' bankruptcy cases; or

   (b) August 4, 2003.

Denver FDS objects to the Debtors' request to extend the lease
decision period because the Debtors currently owe them at least
$27,052 in postpetition obligations under the Lease.  Denver FDS
asserts that the Debtors should not be allowed to extend their
lease decision period unless and until they have paid the amount
owing under the lease.

                          *     *     *

Judge Beatty extends the Debtors' lease decision period until the
effective date of a reorganization plan filed in their cases.  
Judge Beatty overrules Denver FDS' objection. (Genuity Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GOODYEAR TIRE: USWA Says Tentative Pact to Set Industry Pattern
---------------------------------------------------------------
The United Steelworkers of America announced that the tentative
agreement reached by the Goodyear/Kelly/Dunlop Policy Committee
and Goodyear Tire and Rubber would serve as the pattern agreement
for negotiations with rest of the industry, if ratified by the
Goodyear membership.

The USWA/Rubber and Plastic Industry Council (R/PIC) Advisory
Committee cited unprecedented job security and plant protection
provisions as the primary reasons for designating the Goodyear
tentative agreement as a pattern settlement.

The Advisory Committee is composed of nine members, three local
union presidents from each the Goodyear, Bridgestone-Firestone and
Uniroyal/ Goodrich, Michelin chains. The Committee selected
Goodyear as the "Target Company" in early April, approximately
three weeks after bargaining had begun respectively with all three
companies.

The purpose of pattern agreements is to provide a level playing
field for employers when it comes to the cost of labor. This
compels employers to compete on the basis of product and service
quality, innovation, up-to-date technology and management. Talks
at BFS and UGMT were put on hold pending the resolution of the
Goodyear contract.

The Goodyear negotiations, conducted in Cincinnati, cover more
than 19,000 members and 22,000 retirees across the U.S. Upon
ratification of the tentative agreement by the membership, talks
will resume in St. Louis with BFS and with UGMT in Knoxville,
Tennessee. 6,000 workers in eight U.S. plants are covered by the
BFS negotiations and the UGMT talks cover 4,000 members in three
facilities.

Overall, the USWA represents 1.2 million active and retired
members in North America, including nearly 90,000 active workers
in the rubber and plastics industry. Headquartered in Pittsburgh,
the USWA has 12 districts spanning the continent and more than
2,000 locals.

Goodyear is the world's largest tire company.  Headquartered in
Akron, Ohio, the company manufactures tires, engineered rubber
products and chemicals in more than 85 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs about 92,000 people worldwide.  For more
information about the company, visit http://www.goodyear.comon
the Internet.

As reported in Troubled Company Reporter's July 2, 2003 edition,
Fitch Ratings placed the Goodyear Tire & Rubber Company's senior
unsecured rating of 'B' and the senior secured bank facilities
rating of 'B+' on Rating Watch Negative. Approximately, $5 billion
of debt is affected.


INTEGRATED HEALTH: Court Clears AL Investors Settlement Pact
------------------------------------------------------------
Debtors Integrated Health Services at Brandon, Inc., IHS of
Central Park Village, Inc., IHS of Lakeland at Oakbridge, Inc.,
F.L.C. Beneva Nursing Pavilion, Inc., and Integrated Health
Services, Inc., ask the Court to approve their July 17, 2003
Settlement Agreement with Defendants AL Investors Sarasota, LLC,
AL Investors Orlando, LLC, AL Investors II Brandon, LLC, AL
Investors II Lakeland, LLC and Emeritus Management LLC; and to
dismiss the adversary proceeding between the parties.

Ian Connor Bifferato, Esq., at Bifferato, Bifferato & Gentilotti
PA, in Wilmington, Delaware, recounts that on October 23, 2002,
the Debtors commenced an adversary proceeding against the AL
Investor Entities, relating to four separate commercial
condominium complexes, which are located in the State of Florida,
and are known as:

   1. Brandon Village;

   2. Central Park Village;

   3. Oakbridge at Lakeland; and

   4. Beneva Village.

The Condominium Complexes are divided into two units, and the
ownership of the Units at each of the Condominium Complexes was
divided between one of the Debtors, and one of the AL Investors
entities.  IHS-Brandon, IHS-Central Park, IHS-Lakeland and
Beneva, each had a 50% ownership interest in Brandon, Central
Park, Lakeland, and Beneva, and the remaining 50% ownership
interest in each of the Condominium Complexes was owned by
Defendants AL Brandon, AL Orlando, AL Lakeland, and AL Sarasota.

This chart illustrates the ownership interests of the parties to
the Action:

   Facility          Plaintiff-Owner       Defendant-Owner
   --------          ---------------       ---------------
   Brandon           IHS-Brandon           AL Brandon
   Central Park      IHS-Central Park      AL Orlando
   Lakeland          IHS-Lakeland          AL Lakeland
   Beneva Village    Beneva                AL Sarasota

Since the commencement of the Action, the Debtors sought and
obtained a Court order approving the transfer of their ownership
interests in each of the Condominium Complexes to new owners, and
the transfer of the operations at each facility to new operators.  
Mr. Bifferato reports that the actual transfers took place on
March 1, 2003.

At all relevant times, each of the co-owners operated separate
assisted-living facilities for multiple residents within their
Units at each of the Condominium Complexes.  By reason of their
ownership interest in the Condominium Complexes, each of the
Debtors and the AL Investors agreed to be bound by the terms of
four substantially similar "Declarations of Condominium."

Mr. Bifferato relates that each of the Declarations of
Condominium provides that each Unit is responsible for 50% of the
"Common Elements" and "Common Expenses" at each Condominium
Complex.  At all relevant times, each of the four assisted-living
facilities, which were operated by the AL Investors Entities at
each Condominium Complex were managed by Emeritus pursuant to
four separate written agreements, which provided, inter alia,
that Emeritus agreed to be bound by the terms of the Declarations
of Condominium for each of the Condominium Complexes, with the
same force and effect as though Emeritus was the owner of the
non-IHS interests.

In accordance with the Declarations of Condominium, during the
period from January 1998 to February 2003, Mr. Bifferato informs
Judge Walrath that the Debtors duly paid the expenses which fell
within the definitions of Common Expenses and Common Elements for
each of the Condominium Complexes, including, without limitation,
gas, electric, water, waste, cable, and insurance.  The Debtors
duly invoiced Emeritus, as the manager of the Condominium
Complexes, for 50% of the Common Expenses for each of the four
Condominium Complexes on a monthly basis.

In the fall of 1998, Emeritus and the AL Investors entities
ceased paying the Debtors' monthly invoices for Common Expenses
and Common Elements.  As a result, the Debtors paid 100% of the
Common Expenses and Common Elements to maintain patient care and
services at each of the Condominium Complexes.  The Debtors
allege that the AL Investors Entities' share of the Common
Expenses and Common Elements is $1,800,000.  The AL Investors
entities dispute the amount.

In addition to Beneva's claims for reimbursement of its share of
certain Common Expenses and Common Elements, Beneva also seeks to
enforce its rights against AL Sarasota and Emeritus under a Food
Services Agreement and related agreements.  Beneva seeks payments
of outstanding invoices for food and nutrition services, which it
provided to residents of AL Sarasota's assisted-living facility
in Beneva Village.  In accordance with the Food Services
Agreements, Beneva and IHS duly invoiced Emeritus for payment for
the nutrition services, food services and meals.  Emeritus and AL
Sarasota, notwithstanding due and timely demand, failed and
refused to pay the invoices for the months of December 1999
through April 2000.

The Debtors allege that the amount due and owing by Emeritus and
AL Sarasota for nutrition services, food services and meals,
which were provided by Beneva to the residents of Beneva Village
who reside in the condominium Unit owned by AL Sarasota is
$150,000, which the AL Investors Entities also dispute.

During certain discussions, which occurred after the commencement
of the Adversary Proceeding, the Debtors completed the final
steps necessary to conclude a 1999 settlement of four separate
lawsuits involving the individual Debtors, and Emeritus
Corporation.  The conclusion of these lawsuits resulted in the
Debtors receiving over $270,000 from Emeritus Corporation in the
spring of 2003, which had been held in escrow.

On May 12, 2003, the AL Investors Entities denied the material
allegations in the Complaint.  Thereafter, the parties reached an
agreement concerning the settlement and dismissal of the
Adversary Proceeding on these terms and conditions:

   1. The AL Investors Entities agreed to pay the Debtors
      $1,650,000 in full settlement of all claims among the
      parties.  The agreed settlement funds were wired to the
      Debtors' counsel on July 21, 2003, and are presently being
      held in escrow pending Court approval of the settlement;

   2. The Debtors agreed to prepare and file a stipulation
      dismissing the Adversary Proceeding with prejudice, and
      without costs or attorneys' fees; and

   3. The parties agreed to exchange mutual releases of any
      and all claims among them.

Mr. Bifferato asserts that by settling the Adversary Proceeding,
the Debtors will avoid fact-intensive litigation with the
Defendants over the measure of damages, and the Debtors' right to
reimbursement of every expense, which it paid on behalf of the AL
Investors Entities.  The litigation would undoubtedly require
multiple depositions and extensive document production.  By
settling at this time, the Debtors will avoid those expenses, and
the uncertainty attendant to the litigation.

                          *     *     *

Judge Walrath approves the settlement in its entirety. (Integrated
Health Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


JP MORGAN: Fitch Rates 6 2003-PM1 Note Classes at Low-B Levels
--------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2003-PM1, commercial mortgage pass-through certificates are rated
by Fitch Ratings as follows:

        -- $86,050,000 class A-1 'AAA';
        -- $114,400,000 class A-2 'AAA';
        -- $82,550,000 class A-3 'AAA';
        -- $282,010,000 class A-4 'AAA';
        -- $390,394,000 class A-1A 'AAA';
        -- $33,244,000 class B 'AA';
        -- $13,009,000 class C 'AA-';
        -- $27,462,000 class D 'A';
        -- $13,009,000 class E 'A-';
        -- $1,156,314,016 class X-1'AAA';
        -- $1,081,433,000 class X-2'AAA';
        -- $15,899,000 class F 'BBB+';
        -- $13,008,000 class G 'BBB';
        -- $18,790,000 class H 'BBB-';
        -- $15,900,000 class J 'BB+';
        -- $7,227,000 class K 'BB';
        -- $8,672,000 class L 'BB-';
        -- $7,227,000 class M 'B+';
        -- $4,336,000 class N 'B';
        -- $2,891,000 class P 'B-'.

Classes A-1, A-2, A-3, A-4, B, C, D, and E are offered publicly,
while classes A-1A, X-1, X-2, F, G, H, J, K, L, M, N, and P are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest in
the trust, primary assets of which are 148 fixed-rate loans having
an aggregate principal balance of approximately $1,156,314,017 as
of the cutoff date.


KAISER ALUMINUM: Wants to Pay USWA Professionals' Compensation
--------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates commenced
discussions with the United Steelworkers of America, AFL-CIO/CLC,
to obtain a consensual resolution of the retiree medical and
pension issues related to hourly employees and retirees
represented by the USWA.  Since the USWA represents the
substantial majority of the Debtors' hourly employees and the
substantial majority of the Debtor' retirees, the USWA represents
individuals who collectively hold the largest claim for retiree
benefits against the Debtors and who have substantial pension
benefits.

To facilitate its ability to understand and analyze potential
alternatives and negotiate acceptable resolutions of pension and
retiree medical issues, the USWA determined to retain advisors in
addition to its current bankruptcy and labor counsel, Cohen,
Weiss and Simon, LLP.  These additional advisors are:

   -- Potok, Campbell & Company, LLC, as financial advisor;

   -- The Segal Company, as actuarial consultant;

   -- Bredhoff & Kaiser, as labor, pension and benefits counsel;
      and

   -- Arnold & Porter, as corporate law counsel.

The USWA also decided to engage CRU Group Resource Strategies, a
financial advisor and a consultant with aluminum industry
experience, to provide assistance with the exploration of a
potential disposition of the Debtors' smelter in Mead,
Washington, where operations have been curtailed since 2000.

Due to the substantial work required to address the complex
issues, the USWA requested reimbursement from the Debtors for its
professionals' fees and expenses, including Cohen Weiss' fees and
expenses.  

Accordingly, the Debtors seek the Court's authority to reimburse
the USWA's professional fees and expenses pursuant to the terms
of a letter agreement.

Under the Agreement, the Debtors agree to pay:

   (a) subject to an overall cap of $600,000:

       (1) $40,000 per month to Potok Campbell; and

       (2) the usual and customary fees of all the advisors
           selected by the USWA;

   (b) without reducing the overall cap, $5,000 per month to
       Resource Strategies for the period from April 1, 2003
       through November 30, 2003;

   (c) without reducing the overall cap, the reasonable out-of-
       pocket expenses of an aluminum industry consultant
       incurred in exploiting a disposition of the Mead Facility;
       and

   (d) without reducing the overall cap, the reasonable out-of-
       pocket expenses of all the advisors.

All of the USWA Professionals' Fees and Expenses would be paid
without further Court order.  Additionally, the Debtors agree to
recommend a success fee for each of Potok and Resource Strategies
as:

   * $75,000 if the Mead Facility is sold to an "identified"  
     purchaser intending to operate the facility.  The identity  
     of the purchaser is withheld for confidentiality purposes;
     or

   * $150,000 if the Mead Facility is sold to any other party
     intending to continue operations.     

The success fees would be paid on the effective date of a
reorganization plan. (Kaiser Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


KMART CORP: Asks Court to Allow $22MM of Personal Injury Claims
---------------------------------------------------------------
Kmart Corporation and its debtor-affiliates ask the Court to allow
2,729 Class 6 Other Unsecured Claims at agreed amounts.  The
Debtors settled the Claims for $22,038,416, for an average of
$8,076 per claim.  

The Claims are part of a pool of 3,668 personal injury claims the
Debtors settled for $31,600,000.  The pool originally asserted
over $2,350,000,000 in Debtor obligation.  

In the context of their restructuring, the Debtors reviewed
proofs of claim, questionnaires submitted by personal injury
claimants, and other supporting documents provided to support the
claims.  The Debtors then commenced negotiations in accordance
with the Court-approved Settlement Procedures.  As a result of
this process, the Debtors reached settlement agreements with
several thousand personal injury claimants.

Based on the Debtors' extensive, personal injury claims
experience, the original demand made by a Claimant is typically
far in excess of the actual damages incurred.  As a consequence,
the Settlement is usually for a very small percentage of the
amount initially claimed.  The Debtors find the amount of the
Settlements achieved to date to be reasonable and is prepared to
formally acknowledge them. (Kmart Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LENNOX INT'L: Sells Electrical Products Div. Assets to Emerson
--------------------------------------------------------------
Lennox International Inc., (NYSE: LII) has sold the assets of its
Electrical Products Division business, part of its Advanced
Distributor Products division, to Emerson (NYSE: EMR).  The
financial impact of this transaction is not material to LII's
operating performance, and financial details were not disclosed.

Based in Murfreesboro, TN, EPD produces open coil heating elements
used primarily in residential and commercial heating, ventilation,
and air conditioning applications.  EPD supplies various HVAC
manufacturers, including LII subsidiary companies.

"This transaction is a continuation of our previously stated
strategy to focus all of our efforts on our three core businesses
-- heating and cooling equipment; Service Experts, our retail
sales and service division; and global refrigeration," said Bob
Schjerven, chief executive officer, LII.

A Fortune 500 company operating in over 100 countries, Lennox
International Inc. (S&P, BB- Corporate Credit Rating, Stable) is a
global leader in the heating, ventilation, air conditioning, and
refrigeration markets.  Lennox International stock is traded on
the New York Stock Exchange under the symbol "LII".  Additional
information is available at  http://www.lennoxinternational.com


LEVEL 3 COMMS: Extends Customer Agreement with SBC Until 2006
-------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) announced that SBC
Internet Services, a wholly-owned subsidiary of SBC Communications
Inc., has extended an existing agreement with Level 3 for dial-up
Internet access service.

The original contract, announced in January 2002, has been
extended by two years and now runs through the end of 2006.  The
agreement also includes an increased revenue commitment of
approximately $11 million from SBC over the contract's duration.

Under the terms of the agreement, SBC Internet Services is buying
(3)Connect Modem services from Level 3 to serve its dial and  
roaming DSL Internet customers.  The contract makes Level 3 the
exclusive provider of wholesale dial-up access service for SBC and
its affiliates for traffic that is not being supported by SBC's
own network assets.

"We are obviously very pleased that SBC Internet Services has
elected to extend its agreement with Level 3 for managed modem
services," said Jack Waters, president of Global Softswitch
Services for Level 3.  "We are firmly committed to offering a
dial-up access service that features new and advanced
capabilities, industry-leading call completion rates, flexible
pricing options, and broad geographic coverage."

(3)Connect Modem service covers more than 90 percent of the U.S.
population and is available on a per-port basis for a flat monthly
fee or on a metered basis based on the total number of hours used.  
The monthly charge includes local dial-in numbers, complete
network coverage for a specific region, modems to collect the
incoming traffic, and managed routers.

Level 3 (Nasdaq: LVLT) is an international communications and
information services company.  The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for millions
of broadband subscribers, through its cable and DSL partners.  The
company offers a wide range of communications services over its
22,500 mile broadband fiber optic network including Internet
Protocol (IP) services, broadband transport and infrastructure
services, colocation services, and patented Softswitch managed
modem and voice services.  Its Web address is
http://www.Level3.com

The company offers information services through its subsidiaries,
(i)Structure and Software Spectrum.  For additional information,
visit their respective Web sites at
http://www.softwarespectrum.comand http://www.i-structure.com

As reported in Troubled Company Reporter's July 3, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CC' rating to
Level 3 Communications Inc.'s shelf drawdown of $250 million
convertible senior notes due 2010. All ratings on the company are
affirmed. The outlook is negative.

Although cash proceeds improve Level 3's liquidity, Standard &
Poor's is still concerned about the company's ability to withstand
prolonged industry weakness, and risk from its acquisition
strategy.


LIBERTY MEDIA: Withdraws from Vivendi Universal Bidding Process
---------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) has notified Vivendi
Universal S.A. of its decision to withdraw from the bidding
process for the assets of Vivendi Universal Entertainment. Liberty
Media had previously expressed interest in the VUE assets and had
been conducting its own analysis of the assets.

Robert Bennett, President and CEO of Liberty Media stated, "The
VUE assets represent a unique collection of high quality media
assets.  However, the synergy opportunities with our other
businesses are not sufficient to support the expected transaction
value.  We maintain a significant investment in Vivendi and we
wish the Vivendi management team much success as they evaluate
alternatives for the VUE assets."

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of video programming, broadband distribution,
interactive technology services and communications businesses.  
Liberty Media and its affiliated companies operate in the United
States, Europe, South America and Asia with some of the world's
most recognized and respected brands, including Encore, STARZ!,
Discovery, IAC/InterActiveCorp, QVC, Court TV and Sprint PCS.

Liberty Media's 4.000% bonds due 2029 are currently trading at
about 59 cents-on-the-dollar.


LOEWEN: Strikes Stipulation Settling Disputes with Hughes Family
----------------------------------------------------------------
The Reorganized Loewen Debtors, represented by William H. Sudell,
Jr., Esq., at Morris Nichols Arsht & Tunnell, in Wilmington,
Delaware, and Mary Frances Hughes, represented by Joyce Lindauer,
Esq., in Dallas, Texas, together with each of Ronald Hughes, Sr.,
and Rhonda Hughes individually and pro persona, present a
Stipulation settling the:

      (1) Motion for an Order Compelling Assumption of Share
          Purchase Agreement by Mary Frances Hughes;

      (2) Motion for Compliance with Terms of Leases by Mary
          Frances Hughes;

      (3) Motion for Relief from Automatic Stay by Mary
          Frances Hughes;

      (4) Request for Allowance of Administrative Claim by
          Mary Frances Hughes;

      (5) Objection to Motion of Reorganized Debtor Crown Hill
          Memorial Park, Inc., for Order Confirming Arbitrator's
          Award by Mary Frances Hughes;

      (6) Notice of Appeal by Mary Frances Hughes of Order
          on disputed issues between Ms. Hughes and the
          Reorganized Debtors; and

      (7) Proofs of claim filed by Mary Frances Hughes and by
          individual members of the Hughes Family.

The parties settle these disputes by agreeing that:

      (a) The Hughes Pleadings, including the Notice of Appeal,
          are withdrawn or dismissed with prejudice;

      (b) The proof of claim filed by Mary Frances Hughes
          is an allowed, unsecured, non-priority claim against
          the Chapter 11 estate of Loewen Group International,
          Inc., for $2,463,888.43, to be satisfied in accordance
          with the treatment provided to unsecured non-priority
          claims in the Plan; and

      (c) All proofs of claim by any member of the Hughes
          Family, other than the Allowed Claim, are disallowed
          in their entirety and expunged. (Loewen Bankruptcy News,
          Issue No. 75; Bankruptcy Creditors' Service, Inc.,
          609/392-0900)


LOUIS FREY: Seeks Court Nod to Tap Most Horowitz as Accountants
---------------------------------------------------------------
Louis Frey Company, Inc., is asking for approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Most Horowitz & Co., P.C. as its accountant.

The Debtor tells the Court that it selected Most Horowitz as its
accountants because the firm has been the Debtor's long-standing
independent public accountant.  This prepetition engagement
afforded Most Horowitz a familiarity with Debtor's business,
financial history, forecasts, plans and affairs, and has the
necessary background to serve as Debtor's accountant in an
efficient and timely manner. Horowitz's familiarity with Debtor's
books, records and financial affairs, and the business and
financial circumstances surrounding the Chapter 11 filing, will
minimize charges to Debtor's estates for postpetition services.

Most Horowitz is expected to provide:

     a) ongoing review and tax services related to the Debtor's
        financial statements and tax returns and/or special
        accounting;

     b) tax and consulting assignments relating to unique issues
        at the Debtor;

     c) aid the Debtor in preparation of monthly operating
        reports;

     d) preparation of tax returns and/or special accountings;

     e) tax and consulting assignments related to the Debtor's
        business operations;

     f) general financial aid, assistance and consultation with
        respect to the reduction of overhead;

     g) aid the Debtor in connection with its obtaining and
        maintaining debtor-in-possession financing;

     h) aid and assistance to the Debtor in connection with the
        promulgation of a plan of reorganization herein;

     i) conferences with the Debtor and attendance at Creditors'
        Committee meetings and other such meetings at which the
        services of the Debtor's accountants will be required;
          
     j) such other and further services as may be required by
        the Debtor in connection with its accounting
        requirements, the keeping of its books and records,
        reporting to the Court, Creditors' Committee, and such
        other entities as might require accounting services to
        be rendered to the Debtor.

In exchange for its services, Elliot Horowitz, a partner at Most
Horowitz, discloses that his firm will bill the Debtor its current
hourly rates:

          Partner/Principal      $275 - $375 per hour
          Manager                $200 per hour
          Senior                 $150 per hour
          Staff                  $125 per hour

Louis Frey Company, Inc., headquartered in New York, New York is
in the business of reproduction of blueprints and services the
architectural, engineering and construction industries.  The
Company filed for chapter 11 protection on August 22, 2003 (Bankr.
S.D.N.Y Case No. 03-15297).  Ronald S. Itzler, Esq., at Feder,
Kaszovitz, Isaacson, Weber, Skala & Bass LLP represents the Debtor
in its restructuring efforts.  As of March 31, 2003, the Company
listed $11,140,946 in assets and $7,538,365 in debts.


MIRANT CORP: Asks Court to Fix December 16 as General Bar Date
--------------------------------------------------------------
With the assistance of AlixPartners LLC, Mirant Corp., and its
debtor-affiliates are preparing their Schedules of Assets and
Liabilities, Statements of Financial Affairs, Schedules of
Executory Contracts and Unexpired Leases and anticipate filing the
Schedules on or before September 12, 2003.  The Debtors believe
that the Schedules will include a substantially complete and
accurate list of all of the Debtors' potential creditors and
interest holders, as well as an accurate estimate of the magnitude
of claims against the Debtors' estates.  

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
notes that the Office of the United States Trustee scheduled the
341 Meeting for September 17, 2003.  Per the "Standing Order
Concerning Claims Bar Date In Chapter 11 Reorganization Cases
Where No Bar Date Is Otherwise Specifically Set In Such Case", a
December 16, 2003 Bar Date was established.  

The Standing Order provides, in relevant part, "an unsecured
creditor or an equity security holder whose claim or interest is
not scheduled or is scheduled as disputed, contingent, or
unliquidated, has a proof of claim timely filed if it is filed
not later than 90 days after the first date set for the meeting
of creditors called under Section 341(a) of the United States
Bankruptcy Code, except that a proof of claim filed by a
governmental unit is timely filed if it is filed not late than
180 days after the date of the order for relief."

The purpose of the Bar Date is to provide a deadline to identify
any possible unknown claims against the Debtors' estates and to
give parties additional certainty regarding the magnitude of
claims against the Debtors' estates.

Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to:

   (a) establish December 16, 2003 as the General Bar Date;

   (b) establish special Bar Dates for certain entities;

   (c) establish ramifications for failure to comply with the
       Bar Date; and

   (d) approve the proof of claim form and consolidated notice
       as established in the 341 Meeting Notice of the U.S.
       Trustee.

The Debtors propose that the General Bar Date will apply to all
known and unknown creditors, subject to these exceptions:

A. Co-Debtors or Sureties

   The Debtors ask the Court to establish January 16, 2004
   as the last date by which parties, including the Debtors,
   could file claims of Co-debtors, sureties or guarantors under
   Section 501(b) of the Bankruptcy Code.  This deadline will
   give the Debtors, Co-debtors, sureties, or guarantors ample
   time to determine whether to file claims against the Debtors'
   estates.

B. Non-Debtor Parties to Rejected Executory Contracts or
   Unexpired Leases

   The Bar Date for filing claims arising out of the rejection of
   an executory contract or unexpired lease will be the later of
   either:

   (1) the General Claims Bar Date, or

   (2) 30 calendar days after the entry of an order approving
       the rejection of an executory contract or lease.

C. Entities Asserting Claims Arising from the Recovery of a
   Voidable Transfer

   The bar date for filing claims arising out of a voidable
   transfer will be the later of either:

   (1) the General Claims Bar Date, or

   (2) the first business day that is at least 30 calendar days
       after the mailing of the notice of entry of any order
       approving the avoidance of the transfer.

D. Entities Asserting Claims Arising from the Assessment of
   Certain Taxes

   The Bar Date for filing claims arising from the assessment of
   certain taxes described in Section 502(i) of the Bankruptcy
   Code will be the later of either:

   (1) the General Claims Bar Date, or

   (2) the first business day that is at least 30 calendar days
       after the date the relevant tax claim arises.

E. Governmental Units

   Pursuant to Bankruptcy Rule 3003(c)(1), the Bar Date for
   filing proofs of claim by governmental units is January 12,
   2004 at 5:00 p.m. Prevailing Eastern Time.

F. Creditors Holding Claims that were Reduced by Amendments to
   the Debtors' Schedules

   The Debtors propose that if an amendment to the Schedules
   reduces the liquidated amount of a scheduled claim, or
   reclassifies a scheduled, undisputed, liquidated,
   non-contingent claim as disputed, unliquidated, or
   contingent, the affected claimant may file a proof of claim
   on the later of:

   (1) the General Claims Bar Date, or

   (2) the first business day that is at least 30 calendar days
       after the mailing of the notice of amendment in accordance
       with Bankruptcy Rule 1009, but only to the extent the
       proof of claim does not exceed the amount scheduled for
       the claim before the amendment.

   The Debtors further propose that creditors not be entitled to
   an extension of the Bar Date if a Schedule amendment increases
   the scheduled amount of an undisputed, liquidated, non-
   contingent claim.

G. Bondholders

   Entities whose claims are limited exclusively to claims for
   repayment of principal and interest under the public bonds of
   Mirant Corporation and Mirant Americas Generation LLC -- the
   Public Notes -- need not file a proof of claim; provided that
   the applicable indenture trustee under the applicable
   indenture agreement will be required to file a proof of claim
   on behalf of each of their bondholder constituencies.  To the
   extent that an indenture trustee or a bondholder asserts a
   claim arising out of or related to a debt instrument, other
   than a claim for repayment of principal and interest under the
   bonds, that party will be required to file a proof of claim
   on or before the General Claims Bar Date.

H. Holders of Administrative Claims

   The Debtors propose that neither the General Claims Bar Date
   nor any other deadline proposed applies to requests for
   payment of administrative expenses arising in the Debtors'
   cases under Sections 503, 507(a)(1), 507(b), 330(a), 331 or
   364 of the Bankruptcy Code.  The Debtors anticipate that an
   administrative claims bar date will be established as part of
   any confirmation order entered in these cases.

I. Holders of Equity Securities

   Bankruptcy Rule 3003(b)(2) provides that it is not necessary
   for an equity security holder to file a proof of interest
   based solely upon such interest.  Accordingly, the Debtors
   propose that the Order establishing the Bar Date specifically
   provide that holders of the Debtors' equity securities need
   not file a proof of interest.  However, any equity holder
   asserting any rights as a creditor of any of the Debtors'
   estates will be required to file a proof of claim against the
   Debtors' estates on or before the General Claims Bar Date.

Moreover, the Debtors propose that these persons or entities not
be required to file a proof of claim on or before the Bar Date:

   (a) any person or entity that has already properly filed,
       with the Clerk of the United States Bankruptcy Court for
       the Northern District of Texas, a proof of claim against
       the Debtors using a claim form that substantially
       conforms to Official Form No. 10;

   (b) any person or entity whose claim has been paid by the
       Debtors;

   (c) any directors, officers or employees of the Debtors as of
       the Petition Date that have or may have claims against
       the Debtors for indemnification, contribution,
       subrogation or reimbursement;

   (d) a Debtor having a claim against another Debtor;

   (e) any direct or indirect non-debtor subsidiary of a Debtor
       having a claim against a Debtor; and

   (f) any professionals whose retention in these Chapter 11
       cases have been approved by the Court.

The procedures for filing proofs of claim against the Debtors'
estates are:

1. Claims filed before the entry of the Order Establishing a Bar
   Date

   Any claim that was filed with the Clerk of the Court before
   the entry of a Bar Date Order, that substantially conforms to
   the Official Form No. 10, will be deemed properly filed,
   subject to the right of the Debtors or any other party-in-
   interest to object to the allowance of the claim.

2. Transfers of Claims

   If a timely filed claim is transferred, the transferee must:

    (i) file a notice of transfer of the claim with the Claims
        Agent, in accordance with Bankruptcy Rule 3001(e), by
        forwarding the notice to the Claims Agent; and

   (ii) serve a copy of the notice of transfer on the Debtors'
        counsel.

3. Form of Proof of Claim

   Due to the size and complexity of these Chapter 11 cases,
   with the assistance of the Claims Agent, Bankruptcy Services,
   LLC, the Debtors have prepared a proof of claim form tailored
   to conform to these cases.  The proposed Proof of Claim is
   based on Official Form 10.  The substantive modifications to
   the Official Form proposed by the Debtors include:

   (a) adding a list of all of the Debtors, their case numbers,
       and their trade names and former names;

   (b) providing room for BSI to add the name and address of
       each creditor;

   (c) allowing the creditor to correct any incorrect
       information contained in the name and address portion;

   (d) adding additional categories to the "Basis of Claim"
       section; and

   (e) including certain instructions.

4. Substance of Proof of Claim

   The proofs of claim against the Debtors' estates must be:

   (a) written in the English language;

   (b) denominated in lawful currency of the United States as of
       the Petition Date; and

   (3) supported by evidence in accordance with the requirements
       of applicable laws and rules.

5. Place and Time for Filing Proofs of Claim

   Proofs of claim must be filed so that they are actually
   received by BSI on or before the Bar Date -- or alternative
   deadline for filing special claims -- by 5:00 p.m. Prevailing
   Eastern Time.

5. No Prejudice regarding Claim Objections

   The Bar Date Order must provide that, notwithstanding the fact
   that the Debtors have scheduled a claim as liquidated and
   undisputed, the Debtors will not be precluded from objecting
   to any claim, whether scheduled or not.

A creditor's failure to timely or properly file a proof of claim
in accordance with the Bar Date Order, provided that the filing
is required, will:

   (1) constitute grounds for disallowance of that claim;

   (2) render the creditor ineligible for distributions under
       any confirmed Chapter 11 plan of reorganization; and

   (3) render the claimant bound by the terms of any confirmed
       plan of reorganization.

According to Mr. Phelan, the Debtors intend to serve the Bar Date
Notice no later than August 27, 2003 -- the Mailing Date -- by
United States mail, first class postage prepaid, at the expense
of the estates, on these parties whose addresses are known by the
Debtors:

   (a) all known creditors as reflected in the Schedules;

   (b) all known shareholders of record based upon the lists of
       equity holders filed by the Debtors in accordance with the
       Bankruptcy Code;

   (c) all parties that have requested special notice in these
       cases; and

   (d) all other parties-in-interest as required by Bankruptcy
       Rules 2002(i), (j), and (k).

In addition, the Debtors plan to publish the Bar Date Notice in
The Wall Street Journal, The New York Times and at least one
trade journal the Debtors will determine.  The Debtors propose to
publish the Notice within 45 days before the Bar Date.

BSI advised the Debtors that, based on the large volume of
creditors who are entitled to receive notice, BSI will be able to
complete the mailing of the Proof of Claim forms and Bar Date
Notices no later than August 27, 2003.  By establishing
December 16, 2003 as the Bar Date, all potential claimants will
have over 100 days' notice of the Bar Date for filing their
proofs of claim.  Mr. Phelan contends that this period is clearly
an adequate period of time within which to file a proof of claim,
and consistent with the requirement of the Standing Order and
Bankruptcy Rule 2002(a)(1).  

The Debtors believe that all parties entitled to receive notice
have been identified.  However, in the event that the Debtors
later determine after the Mailing Date that an additional party
or parties should receive the Notice, the Debtors propose that
the date by which a proof of claim must be filed by that party be
the date that is 30 days from the mailing date of an amended
Notice to that additional party or parties. (Mirant Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


MITEC TELECOM: Inks Pact to Sell BEVE Electronics to NOTE AB
------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and provider of
wireless network, satcom and radio frequency products for a
variety of industries, has signed a Business Transfer Agreement
with NOTE AB of Sweden to sell the assets of BEVE Electronics AB,
Mitec's principal manufacturing operation in Sweden. NOTE AB is
one of Sweden's leading electronics manufacturing services
providers and a prominent member of a global EMS alliance.

The deal is structured as a cash transaction. It will
significantly decrease Mitec's debt level, and allow all of BEVE's
creditors to be paid. Both NOTE's and Mitec's Boards of Directors
have approved the agreement, and the sale is expected to be
completed by August 29, 2003. Mitec's real estate assets in Sweden
are not part of the agreement, and are being sold separately.

"With this agreement, the company-wide consolidation strategy that
we put into action nearly a year ago is virtually complete," said
Keith Findlay, Mitec's Executive Vice President, Finance and CFO.
"One of our key goals is to ensure the continuity of supply to our
customers and the transition plan being implemented is expected to
achieve this important objective. This will allow Mitec to focus
on its core business with direct presence in Canada, the U.S., the
UK and China.

"The cash deal also improves Mitec's consolidated financial
position," Mr. Findlay added. "Moreover, we will be able to reduce
our debt further when our Swedish real estate assets are sold.
This makes us a much more viable organization, and enables us to
compete more aggressively in our core markets. Finally, I am
pleased to report that we have also entered into a three-year
supply agreement with NOTE to furnish them with our satcom
products."

Mitec Telecom is a leading designer and provider of products for
the telecommunications industry. The Company sells its products
worldwide to network equipment providers for incorporation into
high-performing wireless networks used in voice and data/Internet
communications. Additionally, the Company provides value-added
services from design to final assembly and maintains test
facilities covering a range from DC to 60 GHz. Headquartered in
Montreal, Canada, the Company also operates facilities in the
United States, Sweden, the United Kingdom and China.

Mitec Telecom Inc. is listed on the Toronto Stock Exchange under
the symbol MTM. On-line information about Mitec is available at
http://www.mitectelecom.com  

                         *      *      *

Mitec's April 30, 2003 balance sheet shows that its total current
liabilities eclipsed its total current assets by about $12
million, while total shareholders' equity dwindled by nearly half
to about $28 million.

                       FINANCING UPDATE

Mitec's restructuring and financing initiatives of fiscal 2003
have substantially improved its financial position. As previously
reported, in December 2002 the Company successfully renegotiated
key conditions relating to its banking credit facility. The
revised credit facilities include the suspension or modification
of financial covenants until October 31, 2003.

During the fourth quarter, the Company closed a successful private
placement and public unit offering. The aggregate proceeds raised
from these two offerings amounted to $6.1 million. Following the
completion of these offerings, Mitec also secured an additional $5
million in financing, in the form of a loan and a loan guarantee,
from La Financiere du Quebec, a subsidiary of Investissement
Quebec.


MITEC TELECOM: Board of Directors Adopts Shareholder Rights Plan
----------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and provider of
wireless network, satcom and radio frequency products for a
variety of industries, announced that its Board of Directors has
approved the adoption of a Shareholder Rights Plan to ensure, to
the extent possible, that its shareholders are treated fairly in
connection with any take-over bids for its common shares. The
Rights Plan is not intended to prevent take-over bids, and Mitec
is not aware of any pending or threatened take-over bid.

Pursuant to the terms of the Rights Plan, Mitec will distribute
one right for every common share outstanding as at the "Record
Time." The rights issued under the Rights Plan become exercisable
only when a person, including any party related to it, acquires or
announces its intention to acquire 20% or more of Mitec's
outstanding common shares without complying with the "Permitted
Bid" provisions or without approval of the Board of Directors.
Should such an acquisition occur, each right would entitle a
holder, other than the "Acquiring Person" and persons related to
it, to purchase common shares of Mitec at a substantial discount
to the market value of such shares. A Permitted Bid must be made
by way of a take-over bid circular prepared in compliance with
applicable securities laws, remain open for 60 days and satisfy
certain other conditions.

Mitec believes that the Rights Plan preserves the fair treatment
of shareholders, is generally consistent with Canadian corporate
practice and addresses institutional investor guidelines. The
Rights Plan is effective immediately and will be submitted for
ratification by shareholders at the Company's Annual and Special
Meeting of Shareholders on September 19, 2003.

Mitec Telecom is a leading designer and provider of products for
the telecommunications industry. The Company sells its products
worldwide to network equipment providers for incorporation into
high-performing wireless networks used in voice and data/Internet
communications. Additionally, the Company provides value-added
services from design to final assembly and maintains test
facilities covering a range from DC to 60 GHz. Headquartered in
Montreal, Canada, the Company also operates facilities in the
United States, Sweden, the United Kingdom and China.

Mitec Telecom Inc. is listed on the Toronto Stock Exchange under
the symbol MTM. On-line information about Mitec is available at
http://mitectelecom.com  

                         *      *      *

Mitec's April 30, 2003 balance sheet shows that its total current
liabilities eclipsed its total current assets by about $12
million, while total shareholders' equity dwindled by nearly half
to about $28 million.

                       FINANCING UPDATE

Mitec's restructuring and financing initiatives of fiscal 2003
have substantially improved its financial position. As previously
reported, in December 2002 the Company successfully renegotiated
key conditions relating to its banking credit facility. The
revised credit facilities include the suspension or modification
of financial covenants until October 31, 2003.

During the fourth quarter, the Company closed a successful private
placement and public unit offering. The aggregate proceeds raised
from these two offerings amounted to $6.1 million. Following the
completion of these offerings, Mitec also secured an additional $5
million in financing, in the form of a loan and a loan guarantee,
from La Financiere du Quebec, a subsidiary of Investissement
Quebec.


MKTG SERVICES: Hires Amper Politziner as PwC's Replacement
----------------------------------------------------------
On August 12, 2003, MKTG Services, Inc. dismissed
PricewaterhouseCoopers LLP as its independent auditor.  The
Company's dismissal of the Former Auditor was approved by the
entire Board of Directors of the Company upon the recommendation
of the Company's Audit Committee.

The Former Auditor's report on the Company's financial statements
for the year ended June 30, 2002, included a separate paragraph
regarding the Company's ability to continue as a going concern.

In November 2000 and November 2001, the Former Auditor reported
to, and discussed with management of the Company and the Audit
Committee, a material weakness related to certain internal
controls. In particular, the Former Auditor noted that: (a) the
Company did not appear to have formal procedures in place to
ensure that financial management is provided with documents and
sufficiently consulted with regard to the potential accounting
consequences of transactions prior to the finalization of
contracts and agreements, (b) there appeared to be limited control
procedures in place to ensure that financial management is made
aware of all transactions that occur and documentation is received
and reviewed in a timely manner, and (c) that transactions with
financial significance should be discussed with external auditors
prior to finalization. According to MKTG no such comments have
been made by the Former Auditor to the Company since November
2001.

The Company has engaged the firm of Amper, Politziner & Mattia,
P.C., 2015 Lincoln Highway Edison, NJ 08818 as its independent
auditor effective on or about August 19, 2003, to act as its
independent auditor for the fiscal year ending June 30, 2003.


MOONEY AEROSPACE: Names Terry Freeman as Corporate PR Director
--------------------------------------------------------------
Mooney Aerospace Group (OTCBB:MASG) has named Terry W. Freeman the
company's Director of Public and Investor Relations effective
immediately.

Mr. Freeman has worked for Mooney since 2002, and is a graduate of
the University of Florida. He received a degree in advertising in
the College of Journalism and Communications, and did graduate
work in education at the State University of New York at
Brockport. He has had a varied career in the fields of business
development, transportation and education.

Mr. Freeman's primary role will be to implement a comprehensive
public relations plan for the company serving to optimize
nationwide awareness of the Mooney brand and provide publicity
support for the sales and marketing department activities. A key
component to this strategy will be to provide pre-trade show
marketing publicity and generate industry awareness in the press.

Mr. Nelson Happy, President, stated: "We are really pleased to
have Terry Freeman take over this key position. We receive many
inquiries each week from a variety of interested parties ranging
from the press, industry forum and investors, and it's of vital
importance that each inquiry is explored to the maximum benefit to
the company. Being a licensed pilot is clearly is an added
advantage, allowing Mr. Freeman to fluently discuss aviation
issues with the industry."

Mr. Freeman remarked: "As the company re-emerges in our first year
of full operation, the aviation market is responding very
positively to our stewardship of the Mooney legacy. I look forward
to my key role in expanding our brand and continuing to build on
Mooney's 50 years of aviation."

At June 30, 2003, Mooney Aerospace's balance sheet shows a working
capital deficit of about $24 million and a total shareholders'
equity deficit of about $46 million.


NATIONAL STEEL: Court Approves Proposed Solicitation Procedures
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates obtained the
Court's approval of its proposed procedures for the solicitation
and tabulation of votes to accept or reject their Joint Plan of
Liquidation.  The Court also approves:

    * the form and manner of notice of the disclosure statement
      hearing;

    * the proposed record date and voting deadline;

    * the treatment of claims for notice and voting purposes; and

    * confirmation objection deadline and procedures.

                         Record Date

To have sufficient time to compile a list of bondholders, the
registrars of the Debtors' securities need advance notice of the
date that will serve as the record date.  Thus, the Debtors
fixed August 12, 2003 -- a week before the Disclosure Statement
hearing -- as the record date for determining (i) creditors
entitled to receive Solicitation Packages and (ii) creditors
entitled to vote to accept or reject the Plan.

           Temporary Allowance of Claims for Voting

The Debtors maintain that certain creditors have claims that are
contingent, unliquidated or disputed.  Under applicable
Bankruptcy Rules, these creditors are not entitled to vote on the
Plan.  Pursuant to Section 105(a) of the Bankruptcy Code, the
Debtors propose to fix September 30, 2003 at 4:00 p.m. as the
deadline for any creditor to file and serve a motion pursuant to
Bankruptcy Rule 3018(a) seeking temporary allowance of a claim
for voting purposes.

Any party timely filing and serving a Rule 3018(a) Motion be
provided a ballot and be permitted to cast a provisional vote to
accept or reject a plan. If the parties are not able to resolve
the issues by the Voting Deadline, the Court will consider the
motion at the Confirmation Hearing and will determine the amount
in which the particular creditor will be entitled to vote.

                      Solicitation Procedures

                    (A) Duties of Voting Agent

The Debtors have asked Logan & Company, Inc. to act as the voting
agent for the solicitation of votes with respect to the Plan.
Logan will assist the Debtors in:

    a) mailing Solicitation Packages;

    b) receiving, tabulating, and reporting on Ballots cast for or
       against the Plan by holders of claims against the Debtors;

    c) responding to inquiries from creditors relating to the
       Plan, the Disclosure Statement, the Ballots and related
       matters including the voting procedures and requirements;

    d) soliciting votes on the Plan, and

    e) contacting creditors regarding the Plan.

                            (B) Ballots

Bankruptcy Rule 3017(d) requires the Debtors to mail a form of
Ballot only to "creditors and equity security holders entitled to
vote on the plan."  The Debtors will distribute to creditors the
proposed form of Ballots for classes NSC-3, NSC-4, NSC-5, NSC-6,
NSP-3, NSP-4, PRO-3, PRO-4, Inactive-2 and No Asset-2.  The forms
for the Ballots are based on Official Form No. 14 but have been
modified to address the particular aspects of their Chapter 11
cases and to include certain additional information that the
Debtors believe are relevant and appropriate for each class of
Claims.  The appropriate Ballot forms will be distributed to
claimholders in these Classes entitled to vote under the Plan:

    Ballot No.1   Ballot for holders of: Class NSC-3 PBGC Claims;
                  NSP-3 PBGC Claims; PRO-3 PBGC Claims; Inactive-2
                  PBGC Claims; and No Asset-2 PBGC Claims

    Ballot No.2   Beneficial Owner Ballot for holders of Class
                  NSC-4 Bond Claims against the NSC Debtors

    Ballot No.3   Master Ballot for holders of Class NSC-4 Bond
                  Claims against the NSC Debtors

    Ballot No.4   Ballot for holders of Class NSC-5 Mitsubishi and
                  Marubeni Claims against the NSC Debtors

    Ballot No.5   Ballot for holders of Class NSC-6 General
                  Unsecured Claims against the NSC Debtors

    Ballot No.6   Ballot for holders of Class NSP-4 General
                  Unsecured Claims against the NS Pellet Debtors

    Ballot No.7   Ballot for holders of Class PRO-4 General
                  Unsecured Claims against the ProCoil Debtors

All creditor Ballots will be accompanied by pre-addressed, postage
prepaid return envelopes addressed to Logan at:

         Logan & Company, Inc.
         546 Valley Road, Upper Montclair,
         New Jersey, 07043
         Attention: National Steel Corporation, et al.

Ballots sent to the holders of the Debtors' Bonds will be
accompanied by pre-addressed, postage prepaid return envelopes
addressed to the beneficial owner's record holder.

                 (C) Content of General Transmittal
                       of Solicitation Package

The Debtors transmitted on August 25, 2003 a solicitation package
containing:

    * the Plan;
    * the Disclosure Statement;
    * an appropriate Ballot;
    * the Confirmation Hearing Notice;
    * the Solicitation Procedures Order; and
    * other information the Court may direct or approve.

This package will be sent to the holders of claims in Classes
NSC-3, NSC-4, NSC-5, NSC-6, NSP-3, NSP-4, PRO-3, PRO-4, Inactive-
2 and No Asset-2 by U.S. mail, first-class postage prepaid, or by
hand or overnight courier.  Claim holders under these classes (i)
who have filed timely proofs of claim that have not been
disallowed by the Record Date, or (ii) whose claims are scheduled
in the Schedules, receive a Solicitation Package.  To avoid
duplication and reduce expenses, creditors who have filed  
duplicate claims in any given class will be required to receive
only one package and one Ballot for voting their claims.  
Solicitation Packages will also be mailed to the master service
list, the 2002 List and the U.S. Trustee.

The Debtors will not include in the package certain exhibits or
appendices to the Plan and Disclosure Statement that are
voluminous.  All these exhibits and appendices will be filed with
the Court and will be available for review.

        (D) Transmittal of Solicitation Packages to Holders
          of Contingent, Unliquidated and Disputed Claims

For all persons or entities listed on the Debtors' Schedules as
having a claim or a portion of claim which is disputed,
unliquidated or contingent or which is scheduled as zero or
unknown in amount, the Debtors will distribute a Solicitation
Package that contains, in lieu of a Ballot and the Confirmation
Hearing Notice, a Notice of Disputed Claim Status.  This notice
informs the receiver that its claim has been identified as
disputed, contingent or unliquidated or that it is scheduled as
Zero or unknown in amount.  The receiver will be instructed to
contact the Voting Agent to get a Ballot for the claim if a Rule
3018(a) Motion is timely filed.

     (E) Special Procedures for Holders of Class NSC-4 Claims
                   Transmittal to Record Holders

Because of the complexity and difficulty associated with reaching
the beneficial owners of publicly traded securities and with
identifying the Beneficial Bondholders, all known record holders
will be required to provide Logan with the addresses of these
beneficial holders, as of the Record Date, in electronic format by
August 21, 2003.  For those who will fail to provide this
information, the Debtors will require the Record Holders to send
the appropriate solicitation materials so as to maximize the
likelihood that the Beneficial Bondholders will be given the
opportunity to review the Disclosure Statement and to vote on the
Plan in a timely manner.

The Solicitation Packages to be sent by Record Holders to the
Beneficial Bondholders will include a Ballot and a return
envelope.  The Record Holders must then summarize the individual
votes on a master Ballot to be provided by the Debtors.  The
Record Holder will then return the Ballot to the Voting Agent by
the Voting Deadline.

                (F) Procedures for Vote Tabulation

To avoid uncertainty, to provide them and Logan some guidelines,
and to avoid inconsistent results, the Court establishes these
procedures for tabulating the votes to accept or reject the Plan:

    (a) Votes Counted

        Any timely received Ballot containing sufficient
        information to permit the identification of the claimant
        will be counted and will be deemed to be cast as an
        acceptance or rejection, as the case may be, of the Plan.
        The Debtors ask the Court to order that each Record
        Holder or Beneficial Bondholder will be deemed to have
        voted the full principal amount of its claim relating to
        the Bonds, notwithstanding anything to the contrary on the
        Ballot.

    (b) Votes Not Counted

        These Ballots will not be counted or considered for any
        purpose in determining whether the Plan has been accepted
        or rejected:

        * Any Ballot received after the Voting Deadline unless the
          Debtors have granted an extension;

        * Any Ballot that is illegible or contains insufficient
          information to permit the identification of the
          claimant;

        * Any Ballot cast in a manner that neither indicates an
          acceptance nor rejection of the Plan or that indicates
          both an acceptance and rejection of the Plan;

        * Any unsigned Ballot;

        * Any Ballot form other than the official form Logan sent
          or its copy;

        * Any copy of a Ballot without an original signature;

        * Any Ballot that is sent by facsimile transmission;

        * Any Ballot cast by a person or entity that does not hold
          a claim in a class that is entitled to vote to accept or
          reject the Plan; or

        * Any Ballot cast for a claim identified as unliquidated,
          contingent, or disputed and for which no Rule 3018(a)
          Motion has been filed by the September 30, 2003
          deadline.

    (c) Changing Votes

        Whenever two or more Ballots are cast voting the same
        claim before the Voting Deadline, the Ballot dated the
        latest will be deemed to reflect the voter's intent, and
        thus, to supersede any previous Ballots.

    (d) No Division of Claims, Interests or Votes

        The Court clarifies that creditors may not divide their
        claims or interests, or the associated votes.  Holders of
        claims or interests who vote must vote all of their claims
        or interests within a particular class either to accept or
        reject the Plan.  A Ballot partially accepting and
        partially rejecting the Plan or Ballots voting
        inconsistently will not be counted for any purposes.

    (e) Counting Ballots from Beneficial Holders

        All Record Holders through which beneficial owners hold
        Bonds will be required to receive and summarize on a
        Master Ballot all Beneficial Owner Ballots cast by the
        beneficial owners and to retain the individual Ballots for
        one year after the Voting Deadline for purposes of Court
        inspection.

        To avoid double counting, as suggested:

        -- votes cast by beneficial owners of Bonds through a
           Record Holder and transmitted by a Master Ballot be
           applied against the positions held by the Record Holder
           with respect to the Bonds; and

        -- votes submitted by a Record Holder on a Master Ballot
           not be counted in excess of the position maintained by
           the Record Holder on the Record Date in the Bonds.

        To the extent that conflicting, double or over-votes are
        submitted, Logan may attempt to resolve the votes before
        the Voting Deadline to ensure that the votes of Beneficial
        Bondholders are accurately tabulated.  If this cannot be
        reconciled by the Voting Deadline, Logan will count the
        votes with respect to the Master Ballot in the same
        proportion as the votes to accept and reject the Plan
        submitted on the Master Ballot that contained the
        conflicting votes, but only to the extent of the a Record
        Holder's position on the Record Date in the Bonds.

                          Voting Deadline

All Ballots are due seven days before the Confirmation Hearing.
All Ballots must state whether the Plan is accepted or rejected.
The Debtors will transmit the Solicitation packages by August 26,
2003.  Accordingly, the Voting Deadline allows for at least 45
days of voting after mailing of the Solicitation Packages.  To be
counted, Ballots must be returned to Logan by the Voting Deadline
by mail, overnight delivery, or hand delivery.  Any Ballot
submitted by facsimile transmission will not be counted.

                Determination of Treatment of Claims
                   for Notice and Voting Purposes

Under the Plan, the holders of claims in Classes NSC-1, NSC-2,
NSP-1, NSP-2, PRO-1 and PRO-2 are not impaired as defined in
Section 1124 of the Bankruptcy Code.  Under Section 1126(f), the
Unimpaired Creditors are conclusively presumed to have accepted
the Plan, and solicitation of votes from the creditors is not
required.  Bankruptcy Rule 3017(d) states that the Court may
order that a plan and disclosure statement need not be
distributed to holders of unimpaired claims that are conclusively
presumed to have accepted a plan.

The holders of Interests under Classes NSC-7, NSP-5, PRO-5,
Inactive-3 and No Asset-3 will not receive any distributions
under the Plan.  Pursuant to Section 1126(g), these holders are
deemed to reject the Plan and solicitation of votes in these
Classes is unnecessary.

In lieu of Solicitation Packages, the Debtors will mail to the
Unimpaired Creditors a copy of the notice of non-voting status
with respect to unimpaired classes.  The Debtors will also mail
to Non-Voting Shareholders a copy of the notice of non-voting
status with respect to equity interests.

Both notices of non-voting status provide:

    * a notice of the Disclosure Statement approval;

    * a notice of the Plan filing;

    * instructions on how to obtain or view the copies of the
      Disclosure Statement and Plan and other documents;

    * information regarding the Confirmation Hearing; and

    * detailed directions for filing confirmation objections by
      the Confirmation Objection Deadline.

       Confirmation Hearing Date and Confirmation Objections

The Court set a hearing date to consider confirmation of the Plan
not earlier than October 20, 2003.

Pursuant to Rule 3020(b)(1), objections to confirmation of a plan
must be filed and served "within a time fixed by the Court."
Thus, Judge Squires set a date 20 days before the Confirmation
Hearing Date as the last Date for filing and serving Plan
Confirmation objections.  Only timely filed and served written
Confirmation Objections will be considered.

Confirmation Objections must:

    -- be in writing;

    -- comply with Bankruptcy Rules and Local Rules;

    -- indicate the objector's name, and the nature and amount
       of any claim asserted by the objector against the Debtors;

    -- state with particularity the legal and factual bases for
       the objection, including suggested language to be added or
       existing language to be amended or deleted; and

    -- be filed with the Court together with a proof of service.

Objections must be served by personal service, overnight
delivery, or first-class mail so as to be received no later than
the Objection Deadline by these parties:

    1) Counsel for the Debtors;
    2) United States Trustee;
    3) counsel for the Creditors' Committee;
    4) counsel for the Bondholders' Committee;
    5) counsel for Mitsubishi Corporation; and
    6) counsel for Marubeni Corporation;
(National Steel Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSBANC: Fitch Takes Rating Actions on 5 Securitizations
------------------------------------------------------------
Fitch Ratings has upgraded 21 classes and affirmed nine classes
for the following Nationsbanc Montgomery Funding Corporation
mortgage-pass through certificates:

Nationsbanc Montgomery Funding Corporation, mortgage pass-through
certificates, series 1998-1

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 upgraded to 'AAA' from 'AA';
     -- Class B3 upgraded to 'AAA' from 'A';
     -- Class B4 upgraded to 'A' from 'BBB-';
     -- Class B5 upgraded to 'BBB-' from 'BB-'.

Nationsbanc Montgomery Funding Corporation, mortgage pass-through
certificates, series 1998-2

     -- Class A affirmed at 'AAA';
     -- Class B1 upgraded to 'AAA' from 'AA';
     -- Class B2 upgraded to 'AAA' from 'A';
     -- Class B3 upgraded to 'AA' from 'BBB';
     -- Class B4 upgraded to 'BBB+' from 'BB';
     -- Class B5 upgraded to 'BB+' from 'B'.

Nationsbanc Montgomery Funding Corporation, mortgage pass-through
certificates, series 1998-3

     -- Class A affirmed at 'AAA';
     -- Class B1 upgraded to 'AAA' from 'AA';
     -- Class B2 upgraded to 'AAA' from 'A';
     -- Class B3 upgraded to 'AA-' from 'BBB';
     -- Class B4 upgraded to 'BBB-' from 'BB';
     -- Class B5 affirmed at 'B'.

Nationsbanc Montgomery Funding Corporation, mortgage pass-through
certificates, series 1998-4

     -- Class A affirmed at 'AAA';
     -- Class B1 upgraded to 'AAA' from 'AA';
     -- Class B2 upgraded to 'AAA' from 'A';
     -- Class B3 upgraded to 'AAA' from 'BBB';
     -- Class B4 upgraded to 'A' from 'BB';
     -- Class B5 upgraded to 'BBB-' from 'B'.

Nationsbanc Montgomery Funding Corporation, mortgage pass-through
certificates, series 1998-5

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AA+';
     -- Class B3 upgraded to 'AA-' from 'A';
     -- Class B4 upgraded to 'BBB' from 'BB+';
     -- Class B5 upgraded to 'BB+' from 'B+'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


NATIONSRENT: Stites & Harbison Continues Defending Ashland Lawsuit
------------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates advise the Court that
they will continue to employ Stites & Harbison, PLLC as an
ordinary course professional in their cases.  Stites & Harbison
will continue to defend the Debtors in a breach of contract claim
pending before the Circuit County in Boyd County, Kentucky.  
Stites & Harbison represents the Debtors in the civil lawsuit
entitled, Ashland Rental & Sales Inc. and Curtis Justice Jr. v.
NationsRent of Kentucky Inc.

Stites & Harbison's engagement was continued postpetition for the
limited purpose of advising the Debtors of the status of the
lawsuit and to enforce the automatic stay in the Court Action.  
The Debtors paid the firm $1,308 for the postpetition legal
services.

At this time, Stites & Harbison does not expect performing
additional services for the Debtors because Ashland has not asked
the Bankruptcy Court to lift the automatic stay imposed in the
Debtors' cases.  The Debtors, nevertheless, anticipate needing
the Firm's services later on.  Amanda P. Thomson, Esq., a partner
at Stites & Harbison, tells the Court that the firm does not
currently provide services to any party in any matter related to
the Debtors.  Stites & Harbison also does not represent or hold
an interest adverse to the Debtors.

The Debtors propose to pay Stites & Harbison not exceeding the
$3,000 aggregate case cap for its services in accordance with the
established procedures for the employment and compensation of
Ordinary Course Professionals. (NationsRent Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVIDEC INC: Intends to Implement Plan to Meet Nasdaq Guidelines
----------------------------------------------------------------
Navidec, Inc. (OTC Bulletin Board: NVDC), intends to implement a
plan for regaining its Nasdaq listing and to continue with its
business plan of acquiring income streams that are well managed
and have the opportunity for expansion.

"Since starting the reorganization, recapitalization and
refocusing of our company over nine months ago, we have faced
daily challenges in rebuilding shareholder equity.  This is
another challenge that management is prepared to face head on and
tackle in whatever manner is most appropriate.  We understand the
value of a Nasdaq listing and will do what's necessary to regain
that listing or obtain another listing on another suitable
exchange.  Our foremost business goal, which we remain committed
to, is achieving shareholder value, and having our common stock
trade on Nasdaq is an important component in that goal," stated
John McKowen, President and CEO of Navidec.

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

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

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

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


NEW WORLD RESTAURANT: Shareholders' Meeting Slated for Sept. 24
---------------------------------------------------------------
The 2003 Annual Meeting of Stockholders of New World Restaurant
Group, Inc., a Delaware corporation, will be held on September 24,
2003 at 8:00 a.m., Mountain Time, at Company offices located at
1687 Cole Boulevard, Golden, Colorado 80401 for the following
purposes:

1.  to elect two directors to serve until the 2006 Annual Meeting
    of Stockholders (or, if proposal 7 is approved and
    effectuated, until the 2004 Annual Meeting of Stockholders)
    and until their respective successors are elected and
    qualified;

2.  to consider and vote upon a proposal to approve the Equity
    Restructuring Agreement dated June 26, 2003 by and among
    Greenlight Capital, L.P., a Delaware limited partnership,
    Greenlight Capital Qualified, L.P., a Delaware limited
    partnership, Greenlight Capital Offshore, Ltd., a British
    Virgin Islands company, Brookwood New World Investors, L.L.C.,
    a Delaware limited liability company, and NWCI Holdings, LLC,
    a Delaware limited liability company, Halpern Denny Fund III,
    L.P. and us, and the transactions contemplated thereby;

3.  to consider and vote upon a proposal to amend the Restated
    Certificate of Incorporation to increase the number of shares
    of common stock authorized for issuance;

4.  to consider and vote upon a proposal to amend the Restated
    Certificate of Incorporation to effect a 1.6610444-for-one
    forward stock split in order to effect the transactions
    contemplated by the Equity Restructuring Agreement;

5.  to consider and vote upon a proposal to amend the Restated
    Certificate of Incorporation to effect a one-for-one hundred
    reverse stock split following the consummation of the
    transactions contemplated by the Equity Restructuring
    Agreement;

6.  to approve an amendment to the Restated Certificate of
    Incorporation to reduce the number of shares of common stock
    authorized for issuance following the consummation of the
    transactions contemplated by the Equity Restructuring
    Agreement;

7.  to consider and vote upon a proposal to amend the Restated
    Certificate of Incorporation to eliminate the classification
    of the Board of directors;

8.  to ratify the appointment of Grant Thornton LLP as independent
    auditors for the fiscal year ending December 30, 2003; and

9.  to transact such other business as may properly come before
    the Annual Meeting and any and all adjournments or
    postponements thereof.

The Board of Directors has fixed the close of business on
August 28, 2003 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual
Meeting and any and all adjournments.

New World Restaurant Group (S&P, B- Corporate Credit Rating,
Negative) is a leading company in the quick casual sandwich
industry, the fastest-growing restaurant segment. The company
operates locations primarily under the Einstein Bros. and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel and Chesapeake Bagel Bakery brands. The
company's retail system currently consists of 455 company-owned
locations and 288 franchised and licensed locations in 32 states.
The company also operates a dough production facility and a coffee
roasting plant.


NRG ENERGY: Entergy Gulf Seeks Stay Relief to Setoff Claims
-----------------------------------------------------------
Entergy Gulf States, Inc. and Entergy Services, Inc., as agent
for Entergy Arkansas, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., Entergy New Orleans, Inc. and Gulf States, are
the leading provider of electric generation and transmission
services to wholesale and retail customers in several markets
including those of the NRG Energy Debtors' operations.  Kirk L.
Brett, Esq., at Duval & Stachenfeld, LLP, in New York, relates
that Entergy's relationship with certain of the Debtors encompass
several areas, including:

   (1) the provision of electric transmission services to certain
       Debtors under various agreements,

   (2) the buying and selling of electric power between the
       parties, and

   (3) the joint ownership and sharing of operating expenses of a
       generation facility.

          Point to Point Transmission Service Agreements

Entergy Services, as agent to Gulf States and the Entergy
Subsidiaries, and Debtor Power Marketing Inc. are parties to that
certain Point to Point Transmission Service Agreement.  Under the
Point to Point Agreement, Gulf States and the Entergy Subsidiaries
provide electric power transmission services to PMI, whereby PMI
is able to transmit electric power over Entergy's comprehensive
geographical network of electricity poles, sub-stations,
transmitters and related equipment.  Under this relationship,
Entergy Services would invoice PMI and PMI would remit payment to
Entergy Services on behalf of Gulf States and the Entergy
Subsidiaries.

As of the Petition Date, PMI owes Entergy Services $310,631,
comprising of:

   (a) $173,727 for services provided to PMI in April 2003 -- the
       April Point to Point Claim;

   (b) $135,493 for services provided for May 1, 2003 through the
       Petition Date -- the May Point to Point Claim; and

   (c) $660 and $750 for prepetition impact studies related to
       the Point to Point Agreement that Entergy conducted for
       PMI's Benefit -- the Impact Study Claims.

                      Power Trade Agreements

Effective July 1, 2001, Entergy and certain of the Debtors
entered into the Western Systems Power Pool Agreement.  Entergy
Services, as agent to Gulf States and the Entergy Subsidiaries,
and PMI engage in multiple power trade agreements where Entergy
Services and PMI buy and sell electric power among each other to
assist in meeting their electric power requirements.  As of the
Petition Date, Entergy Services owed PMI $416,702 -- the Power
Trade Payable -- under the applicable Power Trade Agreements.

                    Big Cajun II Power Plant

Gulf States and Debtor LaGen, as a successor-in-interest, share
ownership of a coal burning electric power generation facility
located in or near New Roads, Louisiana, which is commonly known
as the Big Cajun II Power Plant, Unit 3.  Pursuant to their joint
ownership in the Cajun Plant, Gulf States and LaGen are parties
to that certain Joint Ownership Participation and Operating
Agreement.  Under the JOPOA, LaGen manages and expends the
necessary capital for the Cajun Plant's day-to-day operations.  
On a monthly basis, LaGen invoices Gulf States and Gulf States
remits payment for its share of monthly operating expenses.

As of the Petition Date, Gulf States owes LaGen $2,324,463 for
the monthly operating expenses incurred during the month of April
and the to-be-determined amount for the prepetition portion for
the month of May -- the Cajun Monthly.  In addition, Gulf States
is entitled to receive credits from LaGen for overpayments of
already paid prepetition JOPOA monthly charges for $441,371.

        Network Integration Transmission Service Agreement

In January 1998, Entergy Services, as agent to Gulf States and
the Entergy Subsidiaries, and LaGen entered into that certain
Network Integration Transmission Service Agreement.  The NITSA
also incorporates by reference the Tariff.  Pursuant to the
NITSA, Gulf States and the Entergy Subsidiaries provide electric
power transmission services to LaGen, enabling LaGen to transmit
electric power over Entergy's comprehensive geographical network
of electricity poles, sub-stations, transmitters and related
equipment.  As prepetition security for adequate assurance of
future performance, Entergy Services holds a $2,500,000 deposit,
plus any interest, under the NITSA.  

The debts owed under the NITSA can be divided into four general
parts, where LaGen owes Entergy $5,000,000 to $6,000,000:

   (a) the $2,000,000 prepetition NITSA charges LaGen owed for
       the month of April;

   (b) the $2,000,000 NITSA charges for the month of May;

   (c) retroactive billing charges on account of pre-2003
       adjustments that Entergy Services was to invoice LaGen
       monthly throughout 2003, which as of the Petition Date
       total $1,500,000; and

   (d) a $43,000 prepetition annual facilities charge that
       Entergy owes to LaGen.

Mr. Brett discusses the categories in detail:

A. The NITSA April Claim

   As of the Petition Date, LaGen owed Entergy Services
   $1,995,618, for services provided under the NITSA in April
   2003 -- the NITSA April Claim.  Specifically, this amount is
   broken down as the:

   (1) the Gulf States NITSA April Claim for $630,127:

       * 32.4% of the NITSA April Claim -- less a $23,802
         charge which LaGen owes directly to Gulf States and
         less a $60,442 charge that LaGen owes directly to
         Entergy Louisiana -- totaling $606,324; and

       * $23,802 direct charge.

   (2) the Entergy Subsidiaries' NITSA April Claim for
       $1,325,490:

       * 67.6% of the NITSA April Claim -- less the $23,802
         charge which LaGen owes directly to Gulf States and
         less the $60,442 charge that LaGen owes directly to
         Entergy Louisiana -- totaling $1,265,048; and

       * the $60,442 direct charge.

B. The NITSA May Claim

   The $2,000,000 NITSA charges for the month of May became due
   and payable from Entergy Services at the end of June 2003.  
   The NITSA May Claim breaks down as:

   (1) the Gulf Estates NITSA May Claim for $700,000, which is
       32.4% of the NITSA May Claim; and

   (2) the Entergy Subsidiaries for $1,300,000, which is 67.6%
       of the NITSA May Claim.

C. Deferred Billings

   Before 2003, the parties agreed to deferred billings of
   certain charges by Entergy Services to LaGen that had not
   previously been billed under the NITSA.  Rather than pay these
   retroactive billing adjustments in one lump sum, the parties
   agreed that Entergy Services would bill the charges to LaGen
   on a deferred basis in monthly installments throughout 2003.  
   As of the Petition Date, the total unpaid amount of these
   deferred billings was $1,536,421, allocated as:

   (1) $497,800 owed by LaGen to Gulf States; and

   (2) $1,038,620 owed by LaGen to the Entergy Subsidiaries.

D. Prepetition Facilities Charge

   Under the NITSA, Entergy is required to utilize certain
   facilities owed by LaGen in order to provide LaGen with the
   transmission services.  LaGen charges Entergy a facilities
   charge on an annual basis in connection with Entergy's use of
   the facilities.  The current prepetition unpaid balance under
   the facilities charges is $43,359, allocated as:

   (1) $14,048 owed by Gulf States to LaGen; and

   (2) $29,310 owed by the Entergy Subsidiaries to LaGen.

By this motion, Entergy asks the Court to lift the automatic stay
to exercise its set-off and recoupment rights pursuant to Section
553 of the Bankruptcy Code.  Entergy outlines the proposed set-
off:

                Claim                            Debt
  ---------------------------------    ------------------------
   $310,631 Entergy Services'            $416,702 Power Trade
            Point to Point Claim                  Payable
  ---------------------------------    ------------------------
    630,127 Gulf States'                2,324,463 Cajun Monthly
            NITSA April Claim                     Payable
    441,371 Cajun Credit                   14,048 Gulf States'
    497,800 Gulf States' Deferred                 Facilities
            Charges Claim                         Payable
  ---------------------------------    ------------------------
  1,313,116 Entergy Subsidiaries'       2,500,000 Deposit plus
            NITSA April Claim                     any interest
  1,038,620 Entergy Subsidiaries'          29,310 Entergy
            Deferred Charges                      Subsidiaries'
            Claim                                 Facilities
                                                  Payable
  =================================    ========================

Section 553 of the Bankruptcy Code governs set-offs in
bankruptcy.  For a creditor to establish its set-off right, it
must demonstrate that:

   -- a debt exists from the creditor to the debtor and that
      debt arose prior to the Petition Date;

   -- the creditor has a claim against the debtor that arose
      prior to the Petition Date; and

   -- the debt and the claim are mutual obligations.

Entergy is entitled to set off its Claims against its obligations
to the Debtors.  Mr. Brett argues that the Point to Point Claim
and the Power Trade Payable arise out of the Point to Point
Agreement and the Power Trade Agreements.  The Claims and Debts
qualify as mutual obligations of Entergy Services, as agent, on
the one hand, and PMI on the other.  Both Claims and Debts arose
prepetition.  In addition, there is no substantial dispute as to
the amounts due and owing between the parties.

Similarly, Mr. Brett continues, the Cajun Credit and the Cajun
Monthly Payable arise out of the JOPOA and the Gulf States' NITSA
April Claim, the Gulf States' Deferred Charges Claim and the Gulf
States' Facilities Payable arises out of the NITSA.  These Claims
and Debts also qualify as Gulf States' mutual obligations, on one
hand, and LaGen on the other.  Furthermore, both groups of Claims
and Debts arose prepetition.

Mr. Brett also notes that the Entergy Subsidiaries' NITSA April
Claim, the Entergy Subsidiaries' Deferred Charges Claim, the
Deposit, and the Entergy Subsidiaries' Facilities Payable arise
out of the NITSA.  Furthermore, the Deposit was specifically
provided to afford the Entergy Subsidiaries the right to satisfy
any unpaid claim under the NITSA out of the Deposit.

Entergy also wants the Debtors to fully satisfy the NITSA May
Claim as it becomes due and payable.  Entergy maintains that the
NITSA May Claim may either be satisfied by payment as an
administrative expense claim or by set-off and recoupment against
the remaining amounts for Gulf States under the Cajun Monthly
Payable and the Gulf States' Facilities Payable and for the
Entergy Subsidiaries under the Deposit and the Entergy
Subsidiaries Facilities Payable.

Mr. Brett points out that there remains an unanswered question
over the nature of the allocation of the NITSA May Claim as
either partially a prepetition or entirely a postpetition claim.  
Because Gulf States and the Entergy Subsidiaries will continue to
have significant payables owed to the applicable Debtors or
deposits remaining after the application of the set-offs or
recoupments, Mr. Brett maintains that the Court may authorize and
direct the Debtors to satisfy the NITSA May Claim without
deciding whether the satisfaction is the result of the NITSA May
Claim being an allowed administrative expense claim or fully set
off or recouped against the remaining payables and deposit. (NRG
Energy Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PG&E NAT'L: USGen's Proposed Interim Compensation Protocol OK'd
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland approved
USGen Debtor's proposed monthly interim compensation procedures
for professionals employed under its Chapter 11 cases:

    (a) No earlier than the 15th day and no later than the
        last day of each month following the month for which
        compensation is sought, each Professional will submit
        through facsimile, overnight mail, or courier, a monthly
        statement, including the daily time entries and summaries
        of time normally submitted with an interim fee
        application, as well as a detailed summary of all
        disbursements and expenses for which the Professional is
        seeking reimbursement to:

        * USGen's counsel

          Blank Rome LLP
          405 Lexington Avenue, New York, NY 10174
          Attention: Marc E. Richards, Esq.
          and Edward J. LoBello, Esq.;

        * The Office of the United States Trustee

          6305 Ivy Lane, Suite 600
          Greenbelt, Maryland 20770
          Attention: John L. Daugherty, Esq.; and

        * The Counsel for any Committee appointed pursuant to
          Section 1102 of the Bankruptcy Code

    (b) No earlier than the 15th day and no later than the last
        day of each month following the month for which
        compensation is sought, each Professional will file
        the Monthly Statement with the Court,

    (c) In the event USGen, the Committees, or the U.S. Trustee
        have an objection to any portion of the Fees or Expenses
        sought in a particular Monthly Statement, on or before the
        20th calendar day after the filing date of that Monthly
        Statement, the objecting party must serve on the concerned
        Professional and the other Reviewing Parties, a written
        Notice of Objection to the Fee Statement indicating the
        amount of Fees and Expenses to which the reviewer objects
        and the basis for the objection.  Thereafter, the
        Professional can seek payment of objected Fees and
        Expenses under Section 331 through the Professional's next
        interim fee application;

    (d) If no objection to any Professional's Monthly Statement is
        timely served, USGen will pay the full amount of the Fees
        and Expenses, less 20% holdback, by the end of the month
        in which any objections to the Monthly Statement were to
        be served and filed;

    (e) If an objection is served by the deadline, USGen will pay
        the amount of the Fees and Expenses requested in the
        Monthly Statement less any amount objected to and less
        a 20% Holdback of the Fees by the end of the month in
        which any objections to the Monthly Statement were to be
        served and filed;

    (f) The first Monthly Statement submitted by each of the
        Professionals pursuant to an order will cover all periods
        from the Petition Date through August 31, 2003 and will be
        filed no earlier than September 15, 2003 and no later than
        September 30, 2003.  Thereafter, each Monthly Statement
        will cover a single calendar month;

    (g) The monthly Fees and Expenses paid pursuant to Monthly
        Statements will not be deemed allowed or disallowed for
        purposes of Sections 330 or 331 of the Bankruptcy Code.
        Rather, for each Fee Period, each Professional will file
        with the Court and serve on the Reviewing Parties an
        application for interim approval and allowance of the Fees
        and Expenses requested and serve notice of the filing of
        that Interim Fee Application on the notice parties as well
        as on parties who have requested notice pursuant to
        Rule 2002 of the Federal Rules of Bankruptcy Procedure;

    (h) Each Professional will file its first Interim Fee
        Application covering the period from the Petition Date
        through and including December 31, 2003 on or before
        January 31, 2004.  Thereafter, each Interim Fee
        Application will cover one of three Fee Periods in each
        calendar year.  Any Objection to an Interim Fee
        Application will be filed on or before the last day of
        the month following the filing and serving of the Interim
        Fee Application;

    (i) If a Professional fails to timely serve a Monthly
        Statement, that Professional may not incorporate it into
        the next Monthly Statement but may seek fees in the
        next Interim Fee Application;

    (j) If a Professional fails to timely file and serve an
        Interim Fee Application, then that Professional may
        incorporate the fees into the next Interim Fee Application
        but may not receive payment on any intervening Monthly
        Statements until the next Interim Fee Application is
        filed;

    (k) Each Professional's Monthly Statement and Interim Fee
        Application will be divided into discrete service
        categories as agreed upon by the U.S. Trustee and the
        Professional;

    (l) Each Professional will maintain accurate detailed time
        records in both electronic and hard-copy form and, upon
        request, will provide either or both to the U.S. Trustee;

    (m) Any Fees allowed pursuant to a Court Order granting an
        Interim Fee Application will be reduced by a Holdback in
        an amount to be agreed upon by the Professional and the
        U.S. Trustee or as determined by the Court;

    (n) Each Monthly Statement and Interim Fee Application will
         be accompanied with a summary sheet and a cover page;

    (o) To the extent that any deadline falls on a Saturday,
        Sunday or legal holiday, as that term is defined by
        Federal Bankruptcy Rule 9006, that deadline is extended to
        the next day that is not a Saturday, Sunday or legal
        holiday;

    (p) If a Professional's application to be employed is pending
        but has not yet been granted by the Court, that
        Professional will nonetheless timely submit all Monthly
        Statements and Interim Fee Applications during the
        pendency, however, all payments under the Monthly
        Statements and Interim Fee Applications will be held back
        by the Debtor pending approval of the employment of the
        Professional;

    (q) Upon the collective written agreement of USGen, the
        Committees and the U.S. Trustee, a deadline with respect
        to submitting a Monthly Statement or an Interim Fee
        Application may be extended with respect to one or more
        Professionals without further Court order.  The deadline
        for objecting to a Monthly Statement or an Interim Fee
        Application of a particular Professional may be extended
        on the written consent of that Professional without
        further Court order.  However, any amendments to the
        general procedures require further Court order;

    (r) Where USGen's Professionals utilize the services of a
        third party copy service to reproduce and serve pleadings
        or other papers in this case, USGen may directly pay the
        third parties for their services, including any associated
        postage, overnight delivery or other charges.  USGen will
        report the expense on its monthly reports.  Alternatively,
        the third-party copy service charges may be paid by
        USGen's Professionals and included for reimbursement in
        its next Monthly Statement or Interim Fee Application; and

    (s) Pursuant to Section 503(b)(3)(F) of the Bankruptcy Code,
        official members of any Committee may receive 100%
        reimbursement of all reasonable expenses associated with
        their work on Committee matters, and may seek
        reimbursement through their counsel via the counsel's
        Monthly Statements or Interim Fee Applications. (PG&E
        National Bankruptcy News, Issue No. 4; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)    


PILLOWTEX CORP: Wants Nod to Pay about $5-Mill. Healthcare Claims
-----------------------------------------------------------------
Pillowtex Corporation has filed a motion with the U.S. Bankruptcy
Court in Wilmington, Delaware, seeking court approval for a plan
to address payments associated with an estimated $5 million in
unpaid employee medical claims incurred prior to the Company's
Chapter 11 bankruptcy filing on July 30, 2003.

The Company also petitioned the court for approval of its Key
Employee Retention Plan, intended to encourage the retention of
employees with job functions essential to the efficient management
of the bankruptcy process and the Company's efforts to maximize
distributions to its creditors.

             Pre-petition Employee Medical Claims

Pillowtex has negotiated an agreement with various constituencies
to help it honor unpaid medical expenses incurred by terminated
employees prior to the Company's Chapter 11 filing on July 30,
2003, which would have normally been covered by the Company's
insurance plan.

As detailed in the court filing, the Company is seeking approval
to contribute up to $2.5 million of Pillowtex assets to mitigate
outstanding medical claims. The Company is also seeking authority
to negotiate with health-care providers to accept partial payment
of claims as a settlement of the employee's account. By accepting
the partial payment the medical care provider would agree to not
seek further collection from the employee that incurred the
medical expense.

In addition, the Fieldcrest Cannon Foundation has informed the
Company that it will seek to reserve a portion of its assets for
the purpose of paying unpaid medical claims. The Foundation's
ability to use its assets for this purpose is subject to various
rules and regulations governing the distribution of funds by
private foundations. The Foundation has also advised the Company
that the balance of its assets will be used to continue
scholarship programs awarded by the Foundation to children of
current and terminated Pillowtex employees.

The total amount of medical claims outstanding is undetermined due
to the delay between the provision of medical-care services and
submission of claims for payment. The Company estimates that
unprocessed medical claims incurred on or prior to July 30, 2003
could approximate $5 million.

All terminated employees are currently eligible for medical and
dental insurance coverage under the Company's plans through COBRA.
In addition, state-qualified health care plans are available in
most states in which Pillowtex operated. In North Carolina,
beginning October 1, terminated employees will have access to a
state-qualified health-care program administered through Blue
Cross/Blue Shield.

                    Key Employee Retention Plan

The Company's proposed KERP pertains to 143 salaried employees
retained by the Company who are critical to the efficient
administration of the Company's Chapter 11 cases and the Company's
efforts to maximize distributions to its creditors. If approved,
payments under the KERP will be in lieu of any payments to which
qualifying employees would otherwise be entitled under existing
employment agreements and under the Company's existing severance
policy.

The KERP provides for three types of payments: retention payments,
incentive payments and variable payments. Plan participants and
payment amounts were carefully considered and decisions were based
on the following three factors:

* The nature of the employees job requirements, the position's
  relevance to the orderly liquidation of assets and that
  individuals unique capability to perform the relevant tasks;

* The employees estimated length of continued employment; and

* An estimation of the risk that without incentives to stay the
  employee would seek alternate employment.

The retention payment applies to all 143 retained employees in the
KERP. The retention payment is based on a specified percentage of
an employee's base salary and payable upon termination of
employment for other than cause or voluntary resignation.

The Company has identified 29 retained employees eligible for
incentive payments under the KERP. Payment of these amounts will
be conditioned on the Company's ability to make cash distributions
of at least $168.5 million to creditors. Incentive payment plan
participants will receive a payment ranging from 4.2 weeks to 18.4
weeks regular base salary.

Each incentive payment participant is eligible to receive a
variable payment which is entirely contingent upon the Company's
ability to meet additional specific financial goals throughout the
bankruptcy process. The Company estimates that retention payments
could be up to $4.1 million and incentive payments could be up to
$1.2 million. The existence and amount of variable payments will
depend on whether and to what extent the Company is successful in
achieving the set performance targets. If the Company is
unsuccessful, the variable payments would be zero.

The development of a KERP is a common procedure for companies in
Bankruptcy and is intended to retain key employees needed to
maximize the value of the estate during the bankruptcy process.
The loss of key employees during this time period, especially
members of senior management, would likely result in significant
delays in achieving bankruptcy objectives.

Pillowtex Corporation, headquartered in Kannapolis, N.C., was a
leading designer, marketer and producer of home fashion products
including towels, sheets, rugs, blankets, pillows, mattress pads,
feather beds, comforters and decorative bedroom and bath
accessories. On July 30, 2003, the Company closed substantially
all of its operations and filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware.


PILLOWTEX: Proposes Uniform De Minimis Asset Sale Procedures
------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates own a diverse
array of assets, including real, personal and intangible property.  
The Debtors have negotiated the terms of a transaction with GGST
LLC for the sale of certain of these assets, other than inventory
and accounts receivable to GGST.  

As reported, the Debtors filed their Chapter 11 cases to
facilitate the continued wind-down of their operations, an
orderly liquidation of the estates' assets and the fixing of
their liabilities.  

In connection with their Orderly Liquidation, the Debtors intend
to sell substantially all of their assets during the pendency of
these cases, including certain assets that may not ultimately be
sold or otherwise transferred to GGST in connection with the Sale
Transaction, and including certain classes of assets, like
inventory and accounts receivable, which are specifically
excluded from the Sale Transaction.  According to William H.
Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, these sales will involve many non-core
assets that, in most cases, are of relatively de minimis value
compared to the Debtors' total asset base.  Nevertheless, many of
these asset sales may constitute transactions outside of the
ordinary course of the Debtors' businesses that typically would
require individual Court approval pursuant to Section 363(b)(1)
of the Bankruptcy Code.

Mr. Sudell is concerned that requiring Court approval of each
miscellaneous asset sale would be administratively burdensome to
the Court and costly for the Debtors' estates, especially in
light of the small size of the assets involved in these
transactions.   In certain cases, the costs and delays associated
with seeking individual Court approval of a sale potentially
would eliminate, or substantially undermine, the economic
benefits of the transaction.  To lessen these burdens and costs,
the Debtors ask the Court to approve certain procedures to
complete small asset sales falling within certain specified
economic parameters.  The Debtors propose to utilize the
Miscellaneous Sale Procedures to obtain more expeditious and
cost-effective review by interested parties, in lieu of
individual Court approval, of certain sales involving smaller,
less-valuable, non-core assets.  All other sale transactions
outside of the ordinary course of the Debtors' business would
remain subject to individual Court approval pursuant to Section
363(b)(1).

The Debtors propose to implement these Miscellaneous Sale
Procedures:

A. Transactions subject to the Miscellaneous Sale Procedures

   The Miscellaneous Sale Procedures will only apply to asset
   sale transactions involving, in each case:

   (1) the transfer of $1,000,000 or less in total consideration,
       as measured by the amount of cash and other consideration
       to be received by the Debtors on account of the assets to
       be sold; and

   (2) aggregate cure costs of less than $200,000 in connection
       with the assumption and assignment of any related
       executory contracts and unexpired leases, pursuant to
       Section 365 of the Bankruptcy Code.

   The Debtors will be permitted to sell assets that are
   encumbered by liens, claims, encumbrances or other interests
   only if those liens and other interests are capable of
   monetary satisfaction or the holders of those liens and
   interests consent to the sale.  Further, the Debtors will be
   permitted to sell assets co-owned by a Debtor and a third
   party pursuant to the Miscellaneous Sale Procedures only to
   the extent that the sale does not violate Section 363(h) of
   the Bankruptcy Code.

   Any proceeds realized from the sale of the Debtors' assets
   will be applied in accordance with the Debtors' postpetition
   financing arrangements, applicable law and any relevant Court
   orders.

B. Notice and Opportunity to Object

   Other than with respect to De Minimis Sales, after any Debtor
   enters into a contract or contracts contemplating a
   transaction that is subject to the Miscellaneous Sale
   Procedures, the Debtors will file a notice of the Proposed
   Sale with the Court and serve the Sale Notice by overnight
   delivery or telecopier on all Interested Parties.  

   The Sale Notice will include these information:

   -- a description of the assets that are subject to the
      Proposed Sale and their locations;

   -- the identity of the non-debtor party to the Proposed Sale
      and any relationships of the party with the Debtors;

   -- the identities of any parties holding liens on or other
      interests in the assets and a statement, indicating that
      all liens or interests are capable of monetary
      satisfaction;

   -- the major economic terms and conditions of the Proposed
      Sale;

   -- the executory contracts and unexpired leases, if any, that
      the applicable Debtors propose to assume and assign in
      connection with the Proposed Sale and the related cure
      amounts that the applicable Debtors propose to pay with
      respect to each contract or lease; and

   -- instructions regarding the procedures to assert objections
      to the Proposed Sale.

   Interested Parties will have 10 business days to object to
   the Proposed Sale.  If no objections are properly asserted,
   the Debtors will be authorized to consummate the Proposed
   Sale.  

   If any significant economic terms of the Proposed Sale are
   amended after transmittal of the Sale Notice, but prior to
   the expiration of the Notice Period, the Debtors must send
   a revised Sale Notice to all Interested Parties describing
   the amendments.  Accordingly, the Notice Period will
   recommence on the transmittal date of the revised Sale
   Notice.

C. Objection Procedures

   Any objections to a Proposed Sale must be in writing, filed
   with the Court and served on the Interested Parties and the
   Debtors' counsel so as to be received prior to the expiration
   of the Notice Period.  Each objection must state the grounds
   for objection.  Any objection may be resolved without a Court
   hearing; provided, however, that if any significant economic
   terms of the Proposed Sale are modified by the Consent Order,
   the applicable Debtors must:

   -- provide the Interested Parties with five business days'
      prior notice of the Consent Order and an opportunity to
      object to the terms of the Consent Order by providing a
      written statement of objection to the Debtors' counsel; and

   -- certify to the Court that the notice was given and no
      Interested Party asserted an objection to the Consent
      Order.

   If an objection is not resolved on a consensual basis, the
   Debtors may schedule the Proposed Sale and the Objection for a
   hearing at the next available omnibus hearing date.

D. De Minimis Asset Sale Transactions

   Notwithstanding the notice procedures discussed, the Debtors
   are authorized without following the proposed Notice
   Procedures under the Miscellaneous Sale Procedures and
   without further Court Order to consummate any asset sale
   transaction -- De Minimis Sale -- involving:

   (1) the transfer of $10,000 or less in total consideration,

   (2) no proposed assumption and assignment of any executory
       contracts, and

   (3) no known parties other than the Secured Lenders holding
       or asserting liens or other interests in the assets that
       are the subject of the transaction.

   Every three months, the Debtors will provide the Secured
   Lenders, the Creditors' Committee and the U.S. Trustee a
   report itemizing the assets sold and consideration received
   for each De Minimis Sale consummation during the prior three
   months.

E. Effects of Sale

   All buyers will take the assets the Debtors sold pursuant to
   the Miscellaneous Sale Procedures "as is" and "where is,"
   without any representations or warranties as to the quality
   or fitness of the assets.  However, the buyers will take
   title to the assets free and clear of liens, claims,
   encumbrances and other interests because all the liens,
   claims, encumbrances and other interests will attach to the
   proceeds of the sale pursuant to Section 363(f). (Pillowtex
   Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)    


PLIANT CORPORATION: Appoints Edward Lapekas as New Interim CEO
--------------------------------------------------------------
Pliant Corporation, a Utah corporation, has appointed Edward
Lapekas as its interim Chief Executive Officer.  

Mr. Lapekas is currently a member of Pliant's board of directors
and has served as a member of Pliant's board since December 19,
2001.  Mr. Lapekas replaces Jack E. Knott effective August 24,
2003.

Pliant is one of North America's leading manufacturers of value-
added films and flexible packaging for food, personal care,
medical, agricultural and industrial applications.  Pliant offers
some of the most diverse product lines in the film industry and
operates 26 manufacturing and research and development facilities
worldwide with approximately 1.0 billion pounds of annual
production capacity.

                         *     *     *

As reported in Troubled Company Reporter's May 22, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Pliant Corp.'s new $250 million second-priority senior secured
notes due 2009.

At the same time, Standard & Poor's raised its bank loan rating
on Pliant's existing senior secured credit facility to 'BB-'
from 'B+' reflecting lenders' improved prospects for full
recovery due to the smaller proportion of priority debt relative
to the pledged collateral and the benefits of a substantial
subordinate debt cushion.

At the same time, Standard & Poor's revised its outlook on Pliant
Corp. to stable from negative, as the successful completion of the
senior secured notes issuance would ease liquidity pressures and
significantly improve the company's onerous debt amortization
schedule.

Standard & Poor's also affirmed its 'B+' corporate credit rating
on the Schaumburg, Ill.-based company. Total debt outstanding was
$736 million as at March 31, 2003.


POLAROID: Creditors Committee Balks at Retirees' $222-Mil. Claim
----------------------------------------------------------------
Brendan Shannon, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that prior to the Petition Date,
Polaroid Corporation and its debtor-affiliates provided certain
benefits to qualified retired employees, their spouses and their
dependents under:

   (i) the Polaroid Retiree Medical Plan, a welfare benefit plan
       within the meaning of Section 3(1) of the Employee
       Retirement Income Security Act of 1974, as amended, which
       provided medical coverage to the Retirees; and

  (ii) the Polaroid Retiree Life Insurance Plan, which provided
       life insurance coverage to the Retirees.

The Debtors terminated the Plan on October 9, 2001.

On May 30, 2002, the Retiree Committee filed Claim No. 5915 for
$222,700,000, an unsecured non-priority claim, against the
Debtors' estate.  

Mr. Shannon recalls that on June 28, 2002, the Debtors, the
Creditors' Committee, the Agent and the Retirees' Committee
entered into a stipulation to settle their claims and
controversies and provide a release in connection with the Plans.  

Pursuant to the Stipulation, the Retiree Committee fully and
forever released the Debtors, as a Released Party, of any and all
claims directly or indirectly related to the Plans.  

Accordingly, the Creditors' Committee objects to Claim No. 5915
and asks the Court to expunge the Claim pursuant to Section
502(b) of the Bankruptcy Code and Rules 3003 and 3007 of the
Federal Rules of Bankruptcy Procedure. (Polaroid Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PROTARGA INC: Looks to Phoenix Management for Financial Advice
--------------------------------------------------------------
Protarga, Inc., is asking for approval from the U.S. Bankruptcy
Court for the District of Delaware to retain the services of
Phoenix Management Services, Inc., as Financial Advisor.  

The Debtor reports that it has previously employed Phoenix
Management as financial advisors.  Because of this previous
engagement, Phoenix possesses a great deal of institutional
knowledge of the Debtor and is already familiar with the Debtor's
business affairs to the extent necessary for the scope of the
proposed and anticipated services.

The Debtor expects Phoenix Management to:

     i) advise and assist in analyzing the Debtor's business
        and prospects, as well as business alternatives which
        may be available to the Debtor;

    ii) advise and assist in the preparation of reports or
        filings as required by the Bankruptcy Court or the
        Office of the United States Trustee, including any
        monthly operating reports and Schedules of Assets and
        Liabilities or Statements of Financial Affairs and
        Executory Contracts;

   iii) assist in negotiations and advice with the preparation
        of financial information and reports for meetings with
        lenders, and any creditors' or equity committees;

    iv) advise in the preparation of financial information for
        distribution to creditors and other parties in interest,
        including, legal entity financial statements, analysis
        of various asset and liability accounts, and analysis of
        proposed transactions for which Bankruptcy Court
        approval is sought;

     v) advise and assist, as requested, with:

        (a) the development and promulgation of the Debtor's
            Plan of Reorganization and Disclosure Statement;

        (b) a possible sale of substantially all of the Debtor's
            assets, and

        (c) if necessary and required, a plan of orderly
            liquidation of the Debtor's assets which maximizes
            value for the Debtor, its creditors and its estates.

    vi) advise and assist in the preparation of financial
        information and documents necessary for confirmation of
        a plan in this Chapter 11 case, including information
        contained in the disclosure statement;

   vii) consult with, and assistance related to, the development
        of strategic business plans and financial forecasts;

  viii) advise and assist, as requested, with the
        development of the Debtor's liquidation analysis;

    ix) advise and assist with any other financial or
        operational needs of the Debtor as they arise during the
        Debtor's Chapter 11 proceedings; and

     x) provide expert witness testimony if requested by the
        Debtor.

Mitchell B. Arden discloses that Phoenix Management will bill the
Debtor at current hourly rates ranging from:

          President                      $395 per hour
          Executive Vice Presidents      $325 - $345 per hour
          Senior Vice Presidents         $265 - $285 per hour
          Vice Presidents                $195 - $245 per hour
          Analysts and AVPs              $125 - $175 per hour

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


RAYOVAC CORP: S&P Puts BB- Corporate Credit Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings on Rayovac Corp. on
CreditWatch with negative implications. Negative implications
means that the ratings could be lowered or affirmed after Standard
& Poor's completes its review.

At the same time, Standard & Poor's placed its 'B-' corporate
credit rating and its 'CCC' subordinated debt rating on Remington
Products Co. LLC and its wholly owned subsidiary Remington Capital
Corp. on CreditWatch with positive implications.

Madison, Wisconsin-based Rayovac has about $625 million of rated
debt. Bridgeport, Connecticut-based Remington has about $180
million of rated debt.

"The CreditWatch placements follow the recent announcement by both
companies that Rayovac had entered into an agreement to acquire
Remington for about $322 million, including the assumption of
debt," said Standard & Poor's credit analyst Jayne M. Ross.
Rayovac's acquisition of Remington follows its October 2002
purchase of Varta AG's consumer battery business, which Standard &
Poor's considered to present significant integration risks because
of its size. Therefore, it is likely that the Remington
acquisition will result in at least a one-notch or possibly
(although less likely) a two-notch downgrade for Rayovac despite
the addition of the Remington brand franchise to Rayovac's product
portfolio. For Remington, there is the possibility of a one- or
two-notch upgrade depending on the outcome of Standard & Poor's
review.

Standard & Poor's will meet with Rayovac's management in the near
term to discuss business strategies and Rayovac's financial
profile following the Remington acquisition, and will then
complete its review.

Rayovac is a leading worldwide battery and lighting device
company, which markets its No. 1 selling rechargeable brand
battery in the U.S. and Europe. The company is also a leader in
hearing aid batteries.

Remington's product line includes: electric rotary and foil dry
shavers for men and women, beard and mustache trimmers, and
haircut kits. Other products include personal grooming products
for men and women, and small electronic appliances such as hair
dryers, stylers, hot rollers, and lighted mirrors. More than 70%
of Remington's sales are in North America.


RIBAPHARM INC: ICN Completes Asset Acquisition via Merger Deal
--------------------------------------------------------------
ICN Pharmaceuticals, Inc. (NYSE: ICN) has completed its
acquisition of Ribapharm Inc. (NYSE: RNA) by merging a wholly-
owned subsidiary into Ribapharm.  

As a result of the merger, which became effective on Friday,
August 22, 2003, each outstanding share of Ribapharm common stock
not owned by ICN was converted into the right to receive the same
$6.25 per share in cash, without interest, that ICN paid for each
share tendered in its recently completed tender offer for all of
the outstanding Ribapharm shares that ICN did not already own.

Robert W. O'Leary, ICN's Chairman and Chief Executive Officer,
commented, "The completion of this merger represents an important
milestone for ICN in our strategic repositioning efforts. Our new
corporate structure will allow us to focus our energies on
realizing the synergies inherent in our two businesses and to
harness the scientific expertise of Ribapharm with the commercial
strength of ICN."

Payment of $6.25 per share in cash will be made following the
merger upon proper delivery of certificates representing Ribapharm
shares to American Stock Transfer & Trust Company, Paying Agent
for the merger, together with a properly completed Letter of
Transmittal, or by certain other procedures as set forth in the
Letter of Transmittal.  Transmittal materials will be promptly
sent to Ribapharm stockholders.

ICN is an innovative, research-based global pharmaceutical company
that manufactures, markets and distributes a broad range of
prescription and non-prescription pharmaceuticals under the ICN
brand name.  Its research and new product development focuses on
innovative treatments for dermatology, infectious diseases and
cancer.

Ribapharm, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $335 million, is a
biopharmaceutical company that seeks to discover, develop, acquire
and commercialize innovative products for the treatment of
significant unmet medical needs, principally in the antiviral and
anticancer areas.


SAFETY-KLEEN: Selling Waste Facilities to Energis for $5 Million
----------------------------------------------------------------
On May 1, 1995, Safety-Kleen Systems, Inc. and Holcim, Inc.
entered into a waste-derived fuel supply agreement, under which
Systems provided services at the Clarksville Facility.  On June 1,
1995, Systems and Holcim entered into a waste-derived fuel supply
agreement under which Systems provided services at the Artesia
Facility.  Under each of these Initial Fuel Agreements, Systems
agreed to provide to Holcim certain quantities and qualities of
waste-derived fuel for use in the kilns at Holcim's Clarksville
and Artesia Facilities.  Systems also agreed to provide certain
technical advice and related assistance to Holcim with respect to
the proper use of waste-derived fuel at he Clarksville and Artesia
Facilities.

In the years since the execution of the Initial Fuel Agreements,
there have been significant changes in the market for waste-
derived fuel products.  These changes, which relate primarily to
the market price for such products, led to a substantial increase
in Systems' cost of supplying the Clarksville and Artesia
Facilities with waste-derived fuel.

Thus, by this motion, Safety-Kleen Systems asks Judge Walsh to
approve a sale of personal property at Clarksville, Missouri, used
at the waste fuels blending facility located there, and to sell
its personal property at Artesia, Mississippi, used at that site's
waste fuels blending facility, to Energis LLC, a subsidiary of
Holcim Inc., for an aggregate purchase price of $5,100,062, free
and clear of liens, claims and encumbrances.  In addition, Systems
proposes to sign agreements ancillary to these sales, and to sign
a new waste fuels processing services agreement with Energis.

               The Clarksville and Artesia Facilities

The Clarksville Facility is located at 14744 Highway 79 North,
Clarksville, Missouri, in Pike County, and the Artesia Facility is
located at 8677 Highway 45 South Alternate, Artesia, Mississippi,
in Lowndes County.  Certain assets at the Clarksville and Artesia
Facilities are jointly owned by Systems and Holcim.  The
Clarksville and Artesia Facilities consist of hazardous waste-
derived fuels receiving and blending facilities, uploading and
rinsing operations, storage and blending tanks systems, and fuel
transfer systems.  The Clarksville and Artesia Facilities have
container storage, as well as ancillary fuel processing equipment,
including in-line grinders and pumps.  Both facilities include on-
site laboratories that are involved in acceptance, verification
and fuels blending activities, and both Facilities are part of an
energy recovery program to utilize hazardous waste-derived fuels
as a supplemental fuel to replace fossil fuels in cement kilns.

The Debtors have identified the Clarksville and Artesia Properties
as non-core assets that are not integral to the Debtors' or
Systems' restructuring.  Systems seeks to sell the Clarksville and
Artesia Properties to Energis at this time because the Sale
provides Systems with a unique opportunity to realize significant
value for the Clarksville and Artesia Properties through sale to
the most -- perhaps the only -- logical purchaser.

The Initial Fuel Agreements provide the parties with various
rights and remedies relating to any proposed disposition of
certain of the assets jointly owned or owned by the other party.  
These rights and remedies include certain closure obligations and
rights to payment for certain assets at the Clarksville and
Artesia Facilities, which are jointly owned or owned by the other
party.  For example, upon termination of the contract, the parties
were to negotiate with respect to the disposition of jointly owned
assets, and to the extent such negotiations were unsuccessful,
Holcim had the right to pay Systems the percentage of Systems'
ownership interests in the jointly owned property.

In light of these rights and remedies, as well as general issues
relating to owning immobile assets located at facilities owned by
Energis, the Debtors believe that no entity, other than Energis,
would be interested in the Clarksville and Artesia Properties.  
Therefore, after conducting extensive arm's-length negotiations,
the Debtors believe that the Sale to the Purchaser, a subsidiary
of Holcim, is the only economically rational sale of the
Clarksville and Artesia Properties.

                      The Purchase Agreements

These terms and conditions are the most significant in the
Purchase Agreements, the Ancillary Agreements, and the New Fuel
Agreement:

1.  Purchase Price.  Energis will pay:

            (a) $3,277,824 to Systems at closing for the
                Clarksville Property; and

            (b) $1,822,238 to Systems at closing for the
                 Artesia Property.

    Thus the aggregate purchase price for both Facilities
    is $5,100,062.

2.  Assignment of Contracts.  Systems will assign to Energis
    those contracts necessary to the operation of the
    Facilities.

3.  Purchaser's Assumed Liabilities.  Energis will assume:

       (i) all liabilities and obligations relating to the
           Clarksville and Artesia Properties, the Permits
           for the operation of the Facilities, or
           liabilities for the operation of the Clarksville
           and Artesia Facilities caused by Energis' action
           or inaction, relating to the period on or after
           the Closing Date;

      (ii) certain real estate and personal property taxes
           for the 2003 tax year related to the Clarksville
           Property; and

     (iii) all liabilities and obligations for any surface,
           groundwater, or soil contamination related to or
           emanating from the Clarksville and Artesia
           Facilities, regardless of whether those
           liabilities and obligations arise from
           operations before, on, or after the Closing.

4.  Seller's Retained Liability.  Systems will retain:

       (i) all liabilities and obligations -- to third
           parties other than Energis -- relating to the
           Clarksville and Artesia Properties, the
           Permits, or the operation of the Clarksville
           and Artesia Facilities, caused by Systems'
           action or inaction, to the extent they relate
           to the period before the Closing; and

      (ii) certain environmental liabilities and
           obligations prior to the Closing.

5.  Employees.  Energis may offer employment to employees
    at the Clarksville and Artesia Facilities.

6.  Indemnification by Systems.  Systems will defend,
    indemnify, and hold harmless Energis and its
    affiliates against and from any and all liabilities
    suffered or incurred by Energis Indemnity Group with
    respect to:

       (i) breach of the Purchase Agreements;

      (ii) Seller-Retained Liabilities;

     (iii) third-party claims, other than by Energis
           Indemnity Group, in connection with Systems'
           use of the Clarksville and Artesia Properties
           before the Closing Date, other than a claim with
           respect to actual or alleged surface,
           groundwater, or soil contamination related to
           or emanating from the Clarksville and Artesia
           Facilities; and

      (iv) claims with respect to actual or alleged
           surface, groundwater, or soil contamination
           related to or emanating from the Clarksville
           and Artesia Facilities to the extent Systems
           had knowledge of such contamination as of the
           Closing and failed to disclose such
           contamination to Energis; provided, however,
           that Systems' maximum aggregate liability for
           indemnification claims under each of the
           Purchase Agreements will not exceed the
           purchase price under the agreement.

7.  Indemnification by Energis.  Energis will defend,
    indemnify, and hold harmless Systems and its affiliates
    against and from any and all liabilities suffered or
    incurred by SK Systems and its affiliates with respect to:

       (i) breach of the Purchase Agreements;

      (ii) the Buyer-Assumed Liabilities;

     (iii) claims in connection with Energis' use of the
           Clarksville and Artesia Properties or
           operation of the Clarksville and Artesia
           Facilities on or after the Closing Date; and

      (iv) claims with respect to actual or alleged
           surface, groundwater, or soil contamination
           related to or emanating from the Clarksville and
           Artesia Facilities, unless Systems had
           knowledge of such contamination as of the
           Closing and failed to disclose such
           contamination to Energis.

                         The Release Agreement

Upon consummation of the Sale, certain of the Debtors and Holcim
will enter into a mutual release agreement, under which each party
will release the other from certain rights, claims, actions,
causes of action, and liabilities, which arise out of, or in any
way relate to, the Initial Fuel Agreements, the Clarksville Lease
Agreement, and the Clarksville and Artesia Facilities other than:

   (i) those general unsecured claims set forth in a
       proof of claim filed by Holcim against SKC and,
       under Court order dated January 23, 2003, deemed
       filed against Systems; and

  (ii) those general unsecured claims set forth in a
       proof of claim filed by Holcim against
       Systems related to the Defense Agreement, dated as
       of February 7, 2000, by and among Systems, CWM
       Cement, Inc. and Cemtech, Inc. -- as liquidated
       trustees for Cemtech L.P. -- Chemical Waste
       Management, Inc., and Holcim.  

                     Interim Services Agreement

Systems has signed an Interim Services Agreement with Energis,
under which Systems will perform certain waste pre-qualification
services for Energis, review hazardous waste profile forms, and
analyze the corresponding waste samples for new waste streams that
Energis is considering for use at the Clarksville, Artesia, and
Holly Hill Facilities.  Systems will also provide Energis with
certain database services related to the waste streams approved
for use at such facilities and the tracking of manifest data for
waste streams shipped to such facilities.  This Interim Services
Agreement will replace the prior interim services agreement to
which Systems and Energis are parties.

                             Guaranty

Holcim will execute a guaranty in Systems' favor in connection
with the Purchase Agreements, the New Fuel Agreement, the Interim
Services Agreement, and the Assignment and Assumption Agreements
entered into pursuant to the terms of the Purchase Agreements.

                       The New Fuel Agreement

Systems and Energis will sign a New Fuel Agreement.  Under the New
Fuel Agreement, Systems will provide certain waste materials to
Energis to be processed by Energis at the Clarksville, Artesia,
and Holly Hill Facilities.  The New Fuel Agreement will replace
the prior fuel agreement to which Holcim, Energis, and Systems are
parties on substantially the same terms. (Safety-Kleen Bankruptcy
News, Issue No. 63; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


SLATER STEEL: June 30 Working Capital Deficit Tops $52 Million
--------------------------------------------------------------
Slater Steel Inc., reported a loss from continuing operations of
$44.5 million for the three months ended June 30, 2003, compared
to earnings from continuing operations of $1.5 million in the
second quarter of 2002. The net loss for the second quarter 2003
was $44.5 million versus net earnings of $3.3 million in the
corresponding quarter a year ago.

A number of factors contributed to the second quarter loss, which
is primarily related to the Company's stainless steel segment,
including weak demand for stainless steel bar and soft product
pricing, as well as increased input costs, including nickel,
scrap, natural gas and electricity. These factors gave rise to a
$9.0 million provision for stainless steel inventories which had
manufactured costs in excess of net realizable values.

The Company's second quarter financial results include the
following special charges: $3.9 million in fees and expenses
related to the attempted financings prior to the filing for
creditor protection and $3.1 million in restructuring costs
subsequent to the filing for creditor protection.

For the six months of 2003, the Company reported a loss from
continuing operations of $53.3 million versus earnings from
continuing operations of $0.8 million in the comparable period a
year earlier. The net loss for the six months ended June 30, 2003,
was $53.3 million, compared to net earnings of $3.9 million in the
prior year period. Second quarter and year-to-date 2002 earnings
from discontinued operations is related to the results of Renown
Steel, which was sold in the second quarter of 2002.

Earnings before interest, taxes, depreciation and amortization
from continuing operations, before special charges, for the three
months ended June 30, 2003, was a loss of $28.2 million. This
compares to EBITDA from continuing operations of $8.6 million in
the second quarter of 2002. For the six months ended June 30,
2003, EBITDA from continuing operations, before special charges,
was a loss of $28.9 million, compared to earnings of $17.0 million
in the corresponding period in 2002.

"Slater is taking immediate action to stem the losses in its
stainless bar operations," said Paul A. Kelly. "To improve the
economics of the stainless bar business, we are downsizing the
stainless bar operations to what we believe is a competitively and
financially viable market position".

Consolidated sales for the three months ended June 30, 2003 were
$163.7 million, versus $182.1 million in the corresponding period
a year earlier. The year-over-year decline in sales is attributed
to reduced shipments and lower base selling prices in the
stainless steel segment. Net sales in the specialty carbon segment
were constant on a year-over-year basis.

As a result of the creditor protection proceedings, the Company
concluded that the realization of the benefit of any tax assets
was doubtful. Therefore, an additional valuation allowance of
$15.5 million against future tax assets arising from tax losses
incurred in the second quarter of 2003 was recorded.

For the three-month period ended June 30, 2003, operating cash
flow from continuing operations, after changes in working capital,
consumed $11.3 million. Working capital provided cash of $23.9
million as a result of lower inventory levels, increased accounts
payable and accrued liabilities. In the comparable quarter of
2002, cash flow from continuing operations, after working capital
changes, consumed $19.4 million.

At the end of the second quarter, the Company's net debt position
was $184.1 million, including debtor-in-possession (DIP) financing
of $18.4 million. In the corresponding period a year earlier, net
debt was $155.5 million.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit (continuing operations) of about $52 million.

The stainless steel group reported a segmented loss of $27.9
million, versus earnings of $4.4 million in the corresponding
quarter in 2002. The segment's financial performance in the
quarter was adversely impacted by higher nickel, natural gas and
scrap costs, as well as lower shipping volumes. Selling price
declines for some stainless bar products accelerated in the
quarter.

The specialty carbon segment recorded a segmented loss of $3.1
million in the second quarter of 2003, compared to earnings of
$1.8 million in the corresponding period a year earlier. The
segment's profitability was negatively impacted by rising scrap
costs, high natural gas costs, as well as increased electricity
costs in Ontario.

The Company stated that there can be no assurance that there will
be any recovery for existing shareholders as the restructuring
process progresses. As disclosed previously, RBC Capital Markets
has been retained to investigate all strategic options available
to Slater. This includes canvassing the market for equity
investors, exploring other financing alternatives and/or the
possible sale of certain assets, operating divisions, or the
Company in its entirety.

Slater Steel Inc. common shares are listed on The Toronto Stock
Exchange and trade under the symbol SSI. At June 30, 2003, Slater
Steel reported 15,114,895 common shares outstanding.

Slater Steel is a mini mill producer of specialty steel products.
The Company's mini mills are located in Fort Wayne, Indiana,
Lemont, Illinois, Hamilton and Welland, Ontario and Sorel-Tracy,
Quebec.

On June 2, 2003, the Corporation, together with Slater Steels
Corporation and its Canadian direct and indirect subsidiaries,
obtained an order from the Ontario Superior Court of Justice
providing creditor protection under the Companies' Creditors
Arrangement Act. Also on June 2, 2003, (i) the Corporation's
subsidiaries that are domiciled in the United States (i.e., Slater
Steel U.S., Inc., Slater Lemont Corporation, Slater Steels
Corporation, Slater Finance Partnership, and Slater Steel (U.S.)
Finance LLC) filed voluntary petitions for relief under chapter 11
of the U.S. Bankruptcy Code and (ii) the Monitor appointed
pursuant to the CCAA Order filed petitions in the U.S. Bankruptcy
Court seeking recognition of the CCAA Order and ancillary relief
under section 304 of the U.S. Bankruptcy Code with respect to the
Corporation and certain of its Canadian domiciled subsidiaries
with assets in the U.S. (i.e. Sorel Forge Inc., 3014063 Nova
Scotia Company, and Slater Stainless Corp.). The proceedings
involving the Corporation and its subsidiaries under chapter 11
and section 304 of the U.S. Bankruptcy Code and under the CCAA are
collectively referred to herein as the "Reorganization
Proceedings".


SR TELECOM: Shareholders Approve Proposed Reverse Stock Split
-------------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX), a world leader in fixed wireless
access solutions, announced that shareholders approved a reverse
split of its issued and outstanding Common Shares. The reverse
stock split will result in a share price that meets the initial
listing requirements of the Nasdaq National Market. Listing on the
Nasdaq National Market is one of the conditions to closing the
merger with Netro Corporation (Nasdaq: NTRO) pursuant to the
agreement and plan of merger with Netro. The closing of the merger
is subject to other conditions including the approval of Netro
stockholders.

The vote authorizes the Board of Directors to institute at any
time and prior to December 31, 2003 a reverse stock split of no
less than five pre-consolidation Common Shares for every one post-
consolidation Common Share and no larger than fifteen pre-
consolidation Common Shares for every one post-consolidation
Common Share. The reverse split, affecting all of the Company's
Common Shares and stock options outstanding immediately prior to
the effective date of the reverse stock split, calls for no
fractional shares to be issued. Accordingly, the Company will pay
cash in lieu of fractional shares based on the closing price of
the Common Shares at the time of the consolidation. The authorized
capitalization of the Company will remain the same. At the close
of business on July 25, 2003 there were 60,946,415 Common Shares
issued and outstanding in the capital stock of the Company.

In addition to facilitating a Nasdaq listing, the proposed share
consolidation will provide other benefits to the Company including
permitting institutional investors with minimum price requirements
to purchase the Company's Common Shares, as well as the
possibility of increased market coverage by investment banks and
brokerage firms.

The Company's new stock symbol in connection with the Company's
listing on Nasdaq will be SRXA. The Company's stock symbol on the
Toronto stock Exchange will remain unchanged.

SR TELECOM (TSX: SRX) (S&P, B+ Corporate Credit and Senior
Unsecured Debt Ratings) is a world leader and innovator in Fixed
Wireless Access technology, which links end-users to networks
using wireless transmissions. SR Telecom's solutions include
equipment, network planning, project management, installation and
maintenance services. The Company offers the industry's broadest
portfolio of fixed wireless products, designed to enable carriers
and service providers to rapidly deploy high-quality voice, high-
speed data and broadband applications. These products, which are
used in over 110 countries, are among the most advanced and
reliable available today.


SUMMIT NATIONAL: Court Okays Dismissal of Chapter 11 Proceedings
----------------------------------------------------------------
Summit National Consolidation Group, Inc. (Pink Sheets:SMNC)
announced the motion to dismiss the Chapter 11 bankruptcy
proceeding has been granted in United States Bankruptcy court for
the Southern District of Texas, Houston Division.

          SUMMIT NATIONAL CONSOLIDATION GROUP, INC.
          CASE NO. 02-39372-H1-11
          Manuel Leal
          United States Bankruptcy Judge

The motion to dismiss the above entitled and numbered Chapter 11
Proceeding is hereby granted unopposed, and the above entitled and
numbered matter is hereby dismissed, effective August 20th, 2003.

"The bankruptcy proceeding is finished and we are victorious. I
wish to express my gratitude to the shareholders who have shown
faith and patience, and firm belief that we would prevail," said
Mario Quenneville, President and CEO of SMNC. "The bankruptcy
proceeding filed by former CEO Walter D. Davis and attorney Nelson
Jones was false and unauthorized, as stated in the dismissal
signed by the bankruptcy judge."

Quenneville added, "The message [Mon]day must be clear; the
bankruptcy is finished. SMNC will manufacture and sell its
products with the full assurance that the Chapter 11 Proceeding
had no merit, and it is over."

SMNC conceives, designs and formulates unique cosmetic and all
purpose products from organic materials with a variety of
applications including fingernail polish remover, make up remover,
sneaker cleaner wipes, instant shoe shine wipes, acne treatment
wipes, eye glass, cleaner and defogger, car interior leather
cleaning pads, vitamin E applicators, etc. Superwipe products are
sold in leading food, drug, convenience and beauty supply stores
throughout North America and Europe. More Superwipe products are
in various stages of development, and should be released
throughout 2003.


STEAKHOUSE PARTNERS: S. Stone Douglass Named CEO and President
--------------------------------------------------------------
In accordance with the terms of the postpetition debtor-in-
possession financing agreement entered into by Steakhouse
Partners, Inc., the order of the United States Bankruptcy Court
for the Central District of California - Riverside Division
entered on August 13, 2003 thereon, and the bylaws of the Company,
effective July 30, 2003, A. Stone Douglass has been appointed and
will perform the duties of chief executive office and president of
the Company.

Steakhouse Partners, Inc., through its wholly owned subsidiary
Paragon Steakhouse Restaurants owns and operates 65 steakhouses in
11 states. It is considered the leader in the mid-upper ($25to $35
per plate/customer) priced steakhouse segment.

Steakhouse Partners, Inc., filed for Chapter 11 protection in the
U.S. bankruptcy Court for Central District of California,
Riverside on February 15, 2002 (Bankr. Case No. 02-12648).


SUREBEAM CORP: Fails to Meet Nasdaq Continued Listing Guidelines
----------------------------------------------------------------
SureBeam Corporation began Monday trading under the ticker symbol
"SUREE". This action is a result of the Company missing its
deadline to file its Form 10-Q in accordance with Nasdaq
Marketplace Rule 4310(C)(14). As required by exchange rules,
SureBeam was notified of this action by receipt of a Nasdaq Staff
Notification sent on August 21, 2003.

Nasdaq rules also state that when a Form 10-Q deadline is missed,
Nasdaq is required to notify the company in question that its
common stock will be delisted automatically from the Nasdaq
Exchange at a pre-determined date, unless the company requests a
hearing on the issue. As such, Nasdaq has notified SureBeam that
the pre-determined date is scheduled for the opening of business
on September 2, 2003, unless they receive a request for a hearing
to attempt to prevent the delisting. SureBeam intends to request
such a hearing in accordance with Nasdaq's rules.

                         *     *     *

               Liquidity and Capital Resources

In its latest Form 10-Q filed with Securities and Exchange
Commission, SureBeam Corporation reported:

"We have used cash principally to construct systems for our
strategic alliances and fund working capital advances for these
strategic alliances, to construct our company-owned service center
and systems in Brazil, and to fund our working capital
requirements. We spend significant funds to construct systems for
our strategic alliances in advance of payment. We also are
spending significant funds on sales and marketing efforts relating
to brand recognition and consumer acceptance programs. In
addition, our service centers have operated at losses using
significant funds. At March 31, 2003, we had available cash and
cash equivalents of $20.2 million and restricted cash of $1.3
million. The restricted cash represents the money received as
payment on our RESAL contract in anticipation of our first
shipment of equipment. The cash will become unrestricted upon our
shipment, which is scheduled for the second quarter of 2003.

      Status of Our $50.0 Million Credit Facility with Titan

"During 2002, Titan extended to us a senior secured credit
facility under which we could borrow up to a maximum of $50.0
million, subject to the terms and conditions of the credit
facility. As of May 7, 2003, we have borrowed $25.0 million on
this credit facility. The credit facility allows us to borrow, in
addition to our previous borrowings, up to a maximum of $12.5
million per quarter through the fourth quarter of 2003, subject to
the $50.0 million cumulative limitation on borrowing and the other
terms and conditions of the credit facility. We are unable to
borrow additional amounts if our cash balance is greater than $5.0
million.

"We have not borrowed additional amounts on the credit facility
since October 30, 2002, and, we do not anticipate borrowing, or
being able to borrow, additional amounts on the credit facility
during 2003 or during the remaining period that the credit
facility is outstanding. As of March 31, 2003, we were in
compliance with all covenants of the credit facility, however, we
were not able to borrow additional funds during the second quarter
because we did not meet the earnings before interest, taxes,
depreciation and amortization (EBITDA) target for the first
quarter of 2003 in our annual operating plan. We do not anticipate
that we will have availability under the credit facility during
the remaining period that the credit facility is outstanding.

"We are obligated, with some exceptions, to use net proceeds from
the sale of assets and securities to repay amounts advanced under
the credit facility. During March 2003, the credit facility was
amended to allow us to receive net proceeds of up to $25.0 million
resulting from transactions involving the issuance of equity
securities through September 30, 2004, without having to apply
such net proceed towards repayment of the credit facility,
provided that no default or event of default had occurred. We are
required to make a mandatory prepayment on the credit facility in
an amount equal to 50% of any net proceeds in excess of $25.0
million resulting from transactions involving the issuance of
equity securities.

"Under our credit facility, we are obligated to make minimum
quarterly principal payments as follows: 13.75% of the outstanding
principal balance as of December 31, 2003 during each quarter in
2004; 25% of the outstanding principal balance as of December 31,
2004 during each quarter in 2005; and, all remaining principal by
December 31, 2005. The interest rate is Titan's effective weighted
average term debt rate under Titan's credit agreement plus three
percent. As of March 31, 2003, the interest rate on the credit
facility was 7.92%. Interest is payable monthly beginning in
January 2003. Through May 7, 2003, we have paid $1.4 million of
interest related to the credit facility. The credit facility is
secured by a first priority lien on all of our assets.

                   Credit Facility Availability

"During the quarter ending March 31, 2003, the maximum amount
available for borrowing pursuant to the credit facility was $12.5
million, subject to the terms and conditions of the credit
facility. The maximum amount available for borrowing in each of
the second, third and fourth quarters of 2003 is based upon our
earnings before interest, taxes, depreciation and amortization for
the prior quarter as a percentage of the EBITDA target in our
annual operating plan.

"If actual EBITDA is negative $2.4 million or higher for the
quarter ending March 31, 2003, then up to 100% of the quarterly
maximum or $12.5 million will be available for borrowing during
the quarter ending June 30, 2003. If our actual EBITDA is negative
$3.0 million during the quarter ending March 31, 2003, then up to
50% of the quarterly maximum or $6.3 million will be available for
borrowing during the quarter ending June 30, 2003. If our actual
EBITDA is between negative $2.4 million and negative $3.0 million
during the quarter ending March 31, 2003, then the maximum amount
available for borrowing during the quarter ending June 30, 2003
shall be determined by linear interpolation between $6.3 million
and $12.5 million. If our actual EBITDA is lower than negative
$3.0 million for the quarter ending March 31, 2003, no amounts
will be available for borrowing through the credit facility during
the quarter ending June 30, 2003. No amounts are available for
borrowing during the second quarter because our EBITDA was $6.8
million and therefore is less than the negative $3.0 million
target.

"For the quarter ending June 30, 2003, our target EBITDA is
$505,000. If our actual EBITDA for the quarter ending June 30,
2003 is positive, but less than $126,000, or 25% of the target
EBITDA, then the maximum amount available in the quarter ending
September 30, 2003, would be $5.0 million, provided that no
amounts would be available unless we covenant during the quarter
ended September 30, 2003 to limit our total operating expenses
(defined as research and development and selling, general and
administrative expenses) to $5.0 million. No amounts would be
available under the credit facility during the quarter ended
September 30, 2003, if we have negative EBITDA for the quarter
ending June 30, 2003. If our actual EBITDA for the quarter ended
June 30, 2003 is $126,000, or 25% of the target EBITDA, then the
maximum amount available in the quarter ended September 30, 2003,
would be $6.3 million or 50% of the quarterly maximum and for each
percentage of actual EBITDA above $126,000, or 25% of target
EBITDA, the percentage of the quarterly maximum above 50% would be
increased on a pro rata basis.

"For the quarter ending September 30, 2003, our target EBITDA is
$4.1 million. Therefore, if our actual EBITDA for the quarter
ended September 30, 2003 is positive, but less than $1.0 million,
or 25% of the target EBITDA, then the maximum amount available in
the quarter ended December 31, 2003, would be $5.0 million,
provided that no amounts would be available unless we covenant
during the quarter ended December 31, 2003 to limit our total
operating expenses (defined as research and development and
selling, general and administrative expenses) to $5.0 million. No
amounts would be available under the credit facility during the
quarter ending December 31, 2003, if we have negative EBITDA for
the quarter ending September 30, 2003. If our actual EBITDA for
the quarter ended September 30, 2003 is $1.0 million, or 25% of
the target EBITDA, then the maximum amount available in the
quarter ended December 31, 2003, would be $6.3 million or 50% of
the quarterly maximum and for each percentage of actual EBITDA
above $1.0 million, or 25% of target EBITDA, the percentage of the
quarterly maximum above 50% would be increased on a pro rata
basis.

"We do not anticipate that we will have further availability under
the credit facility during the remaining period that the credit
facility is outstanding.

"The credit agreement also includes covenants limiting our
incurrence of debt, investments, declaration of dividends and
other restricted payments, sale of stock of subsidiaries and
consolidations and mergers. The credit agreement, however, does
not contain any financial covenants requiring us to maintain
specific financial ratios.

"In addition, Titan has guaranteed some of our lease obligations,
and we are obligated to reimburse Titan for any payments they make
under these guaranties. Any guarantee payments Titan makes reduces
amounts available for future borrowing under the credit agreement.
We will pay Titan a monthly fee of 10% of the guaranteed monthly
payments. Some of the guaranteed leases have longer terms than the
credit facility. If Titan remains a guarantor at the maturity date
for the credit facility, then we plan to enter into a
reimbursement agreement with Titan covering the outstanding
guarantees.

"For the three months ended March 31, 2003, we used cash in
operations of $5.7 million as compared to having cash provided by
operations of $5.5 million for the three months ended March 31,
2002. During the first quarter of 2003, our net loss plus
depreciation and amortization were offset by an increase in
working capital usage, particularly an increase in accounts
receivable related to the increase of our unbilled receivables and
restricted cash and was offset by the decrease in the amount due
from Titan due to the $8.7 million we received for payment on our
receivables during the quarter. Also during the quarter, we
received $1.3 million of restricted cash related to a payment made
based in a milestone payment on our RESAL contract. The release of
the funds is tied to our initial shipment of equipment to Saudi
Arabia that was delayed due to the war in Iraq but is now
scheduled to ship in the second quarter of 2003. For the three
months ended March 31, 2002, our net loss plus depreciation and
amortization were offset by an increase in working capital usage,
particularly an increase in our unbilled receivables and
inventories and was offset by the decrease in the amount due from
Titan due to the $19.5 million we received as payment on our
receivables during the quarter.

"We used approximately $1.5 million and $437,000 for investing
activities for the three months ended March 31, 2003 and 2002,
respectively. For the three months ended March 31, 2003 we had
capital expenditures of $1.5 million primarily related to the
continued construction of our company owned service centers.

"The [Company's] consolidated financial statements contemplate the
realization of assets and the satisfaction of liabilities in the
normal course of business. During the three months ended March 31,
2003, we have incurred substantial losses from operations and
investments in infrastructure. Management believes that as we
continue to expand significant funds on, sales and marketing, it
is not anticipated that our revenues will sufficiently offset
these expenses until at least 2004. Additionally, our construction
and implementation period for systems sales to strategic alliances
require a substantial use of cash for at least 12 to 18 months.
Our arrangements to sell food irradiation systems to strategic
alliances typically contain milestone provisions for payment,
which are typically based upon time, stage of completion, and
other factors. As a result, our unbilled receivables from our
customers have increased $1.7 million for the three months ended
March 31, 2003. Also, we have advanced funds aggregating $6.0
million to Hawaii Pride of which $230,000 was advanced during the
three months ended March 31, 2003 and is included in selling,
general and administrative expense in the accompanying
consolidated financial statements. These advances were used
primarily for land acquisition, for facility construction and for
working capital purposes. We are not obligated to continue the
funding of Hawaii Pride. We also have entered into a number of
commitments to lease land and facilities in connection with
construction of our four company-owned service centers all of
which are operational. In addition, based on our customer
requirements, we may expend funds to construct and install in-line
systems that we will own and operate.

"In addition to our current operating plans, which focus on
increasing cash flow from operations, we are also evaluating a
number of alternative plans to meet our future operating cash
needs. These plans include raising additional funds from the
capital markets. As of the date of the filing of this report, we
have obtained $25.0 million under the senior secured credit
facility with Titan. We do not anticipate making any additional
borrowings under this credit facility. If the funds available from
the capital markets are not available or not sufficient for us, or
if we are unable to generate sufficient cash flow from operations,
we may need to consider additional actions, including reducing or
deferring capital expenditures, reducing or deferring research and
development projects, curtailing construction of systems for
customers in advance of payment and reducing marketing
expenditures, which actions may have a material adverse impact on
our ability to meet our business objectives.

"At March 31, 2003, we had $20.2 million of cash and cash
equivalents and $1.3 million of restricted cash. We believe that
this balance will be sufficient to meet our cash needs through
2003. However, a variety of currently unanticipated events could
require additional capital resources such as the acquisition of
complementary businesses or technologies or increased working
capital requirements to fund, among other things, construction of
systems for our strategic alliances in advance of payment.
Additionally, if our requirements vary from our current plans, we
may require additional financing sooner than we anticipate. An
inability in such circumstance to obtain additional financing on
terms reasonable to us, or at all, could have a material adverse
effect on our results of operations and financial condition."


TALCOTT NOTCH CBO: S&P Cuts Class A-4 Note Rating Down to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3B accreted investment amount, A-3L, and A-4 notes issued
by Talcott Notch CBO I Ltd., and removed them from CreditWatch
with negative implications, where they were placed April 25, 2003.
At the same time, the 'AAA' ratings assigned to the class A-1L and
A-2L notes are affirmed based on the level of
overcollateralization available to support the class A-1L and A-2L
notes.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the rated notes since
the transaction was originated in October 1999. These factors
include continuing par erosion of the collateral pool securing the
rated notes, a decline in the weighted average coupon generated by
the performing fixed-rate assets in the pool, and a negative
migration in the credit quality of the performing assets in the
pool.

According to the Aug. 17, 2003 trustee report, the transaction is
carrying an aggregate of $45.5 million in defaults, or
approximately 16.37% of the collateral. As a result of asset
defaults, the overcollateralization ratios for the transaction
have deteriorated. According to the August report, the senior
class A overcollateralization ratio was at 119.6%, versus the
required ratio of 120%, and compared to its ratio of 123.6% at the
time of the January 2003 downgrade. The class A
overcollateralization ratio was at 109.7%, versus the required
ratio of 110%, and compared to its ratio of 113.3% at the time of
the January 2003 rating action.

Standard & Poor's also noted that, according to the Aug. 17, 2003
report, the current weighted average coupon for the fixed-rate
securities in the portfolio was 9.12%, versus a weighted average
coupon of approximately 9.92% as of the transaction's effective
date, and compared to a ratio of approximately 9.39% at the time
of the January 2003 rating action.

As part of its analysis, Standard & Poor's reviewed the results of
recent cash flow runs generated for Talcott to determine the level
of future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the interest and principal due on the notes. When
the results of these cash flow runs were compared to the projected
default performance of the performing assets in the collateral
pool, it was determined that the ratings assigned to the class A-
3B accreted investment amount, A-3L, and A-4 notes were no longer
consistent with the amount of credit enhancement available.
   
    RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                   Talcott Notch CBO I Ltd.
   
                      Rating
        Class      To         From              Balance ($ mil.)
        A-3B       AA-        AA/Watch Neg                9.097
        A-3L       AA-        AA/Watch Neg                 93.0
        A-4        BB-        BBB-/Watch Neg               20.0
   
                        RATINGS AFFIRMED
   
                   Talcott Notch CBO I Ltd.
   
        Class      Rating     Balance ($ mil.)
        A-1L       AAA                   65.0
        A-2L       AAA                   63.0
        

TANGER FACTORY: S&P Affirms BB+ Credit & Sr. Unsec. Debt Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and 'BB+' senior unsecured rating ($175 million
senior unsecured notes, of which $148 million remains outstanding)
on Tanger Factory Outlet Centers Inc., and its operating
partnership, Tanger Properties L.P. The outlook is stable.

"The rating affirmation acknowledges Tanger's success to date in
repositioning its portfolio toward a more stable and upscale
tenancy base, reflected in the company's improved cash flow and
coverage measures. These strengths continue to be offset by the
mixed quality and performance trends within the company's
relatively small and more concentrated portfolio of assets, and an
above-average level of encumbered net operating income that
somewhat constrains financial flexibility," said Standard & Poor's
credit analyst Beth Campbell.

Tanger's portfolio continues to demonstrate solid operating
profitability and stable occupancy. Standard & Poor's acknowledges
the company's success to date in the ongoing pruning and
repositioning of certain properties within its portfolio, although
performance trends have been somewhat bifurcated. Future ratings
improvement could be driven by improved performance of the
company's weaker assets, maintenance of recent higher coverage
measures, and a moderate reduction in encumbrance levels.


TRENWICK AMERICA: Dewey Ballantine Serves as Chapter 11 Counsel
---------------------------------------------------------------
Trenwick America Corporation and its debtor-affiliates are seeking
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Dewey Ballantine LLP as Counsel in the
company's chapter 11 cases.

The Debtors tell the Court that they are employing Dewey
Ballantine to:

     a) perform all necessary services as the Debtors' counsel,
        including, without limitation, providing the Debtors
        with advice, representing the Debtors, and preparing all
        necessary documents on behalf of the Debtors, in the
        course of business and commercial litigation, tax, debt
        restructuring, bankruptcy, asset sales and general
        corporate advice;

     b) advise the Debtors of their powers and duties as
        debtors-in-possession;

     c) take all necessary actions to protect and preserve the
        Debtors' estates during the pendency of the Chapter 11
        Cases, including prosecution of actions by the Debtors,
        the defense of any action commenced against the Debtors,
        and negotiations concerning all litigation in which the
        Debtors are involved;

     d) prepare on behalf of the Debtors, as debtors-in-
        possession, all necessary motions, applications,
        answers, orders, reports, and papers in connection with
        administration of these Chapter 11 Cases; and

     e) perform such other legal services that are desirable and
        necessary for the efficient and economic administration
        of these Chapter 11 Cases.

Benjamin Hoch, Esq., reports that during the course of these
Chapter 11 Cases, Dewey Ballantine will seek compensation based
upon its normal hourly billing rates, which range from:

          members                     $500 to $720 per hour
          counsel and associates      $245 to $500 per hour
          paraprofessionals           $145 to $220 per hour

Trenwick America Corporation, headquartered in Stamford,
Connecticut, is a holding company for operating insurance
companies in the U.S. The Company filed for chapter 11 protection
on August 20, 2003 (Bankr. Del. Case No. 03-12635).  Christopher
S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes and Benjamin Hoch, Esq., with Irena Goldstein, Esq., and
Carey D. Schreiber, Esq., at Dewey Ballantine LLP represent the
Debtors in their restructuring efforts.  As of June 30, 2003, the
Debtor listed approximate assets of $400,000,000 and debts of
$293,000,000.


UNITED AIRLINES: Reports Improved Operating Results for July
------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed its July
Monthly Operating Report with the United States Bankruptcy Court,
and reported that the Company earned $35 million from operations
in July, continued to generate positive cash flow during the month
and met the requirements of its debtor-in-possession financing for
the sixth straight month.

United's executive vice president and chief financial officer,
Jake Brace, said, "United is continuing to deliver major cost
reductions and is now coupling that effort with significant unit
revenue improvement. United's systemwide unit revenue improved 10%
year-over-year, well ahead of the industry average for the month.
All of us at United are very proud of the solid progress we are
making. As we continue to successfully bring down cost and improve
revenue, we are building the momentum to emerge from Chapter 11 as
a much more focused, efficient and flexible business for the long
term. We know there is still much work to be done, but United is
moving steadily in the right direction."

Brace added, "United's cash balance increased by an average of
about $4 million a day in July, excluding a quarterly retroactive
wage payment to IAM members, allowing us to maintain our strong
cash position. We met the requirements of our DIP agreements for
the sixth time, and expect to meet our DIP covenant for August as
well."

The Company reported earnings from operations of $35 million in
July, a significant turnaround from July 2002. The Company also
reported non-operating expenses of $148 million, which included
$105 million in reorganization expenses. The majority of
reorganization expenses were non- cash items resulting from the
rejection of aircraft. Excluding reorganization expenses, United
recorded a net loss of $7 million for July.

UAL again improved its cash position for the month and reported an
increase in cash of approximately $48 million for July, ending the
month with a cash balance of approximately $2.3 billion, which
included $714 million in restricted cash (filing entities only).
UAL began July with a cash balance of approximately $2.3 billion,
which included $674 million in restricted cash (filing entities
only). Excluding a quarterly retroactive wage payment to IAM
members of $63 million, the company's cash balance increased
approximately $111 million for the month or approximately $4
million per day.

United met the requirements of its covenants for DIP financing in
July. As part of its DIP financing agreements, United's lenders
required the Company to achieve a cumulative EBITDAR (earnings
before interest, taxes, depreciation, amortization and aircraft
rent) loss of no more than $448 million between December 1, 2002
and July 31, 2003.

   United Continues to Deliver Strong Operational Performance

Pete McDonald, United's executive vice president - Operations,
said, "United employees throughout the organization continue to
deliver the great service and superior product our customers want.
Despite the challenges of bad travel weather across the Midwest
and along much of the Eastern seaboard, United's departure
completion rate for July was 98.7%, and 80.9% of United's flights
arrived within 14 minutes of schedule. The Company is maintaining
its lead in the industry for on-time performance for the last 12
months." United's passenger load factor for July of 82.9% is an
all-time record for the Company, topping the 82% record load
factor recorded for June.

   Focus on Revenue Continues with Innovative, Aggressive Program

United's executive vice president - Customer, John P. Tague said,
"United is continuing with an innovative and aggressive program of
sales and marketing. In July, we introduced our 'Fly the World for
Free' offer for business travelers, with advertising in 22
countries in 11 languages. The enthusiastic response from
customers has exceeded our expectations and we will continue with
similar programs over the next several months to capitalize on
United's core competitive strengths."

United and United Express operate more than 3,300 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at
http://www.united.com


UNITED AIRLINES: Court Okays Cognizant as Committee's Consultant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of United Airlines
Debtors obtained the Court's authority to retain Cognizant
Associates of Dallas, Texas, as its airline industry consultant,
effective June 10, 2003, the date the parties entered into an
Engagement Agreement.

As the Committee's consultant, Cognizant will:

   1) evaluate and seek to enhance the Debtors' business plans;

   2) assess airline strategic planning;

   3) communicate with the Committee's legal counsel every week;

   4) evaluate management effectiveness and potential candidates;

   5) review the Debtors' proposed material expenditures and
      provide an assessment for coherence with operating strategy;

   6) review and provide a strategic assessment of proposed
      Chapter 11 plans and assist the Committee in developing a
      Plan of Reorganization;

   7) assist the Committee in negotiations with the Debtors or any
      other group affected by a Plan;

   8) assist the Committee in analyses, interpretations and
      negotiations with regulatory and administrative agencies;

   9) assist the Committee in preparing documentation in
      connection with supporting or opposing a Plan, including a
      liquidation;

  10) participate in hearings before the Bankruptcy Court;

  11) prepare for, attend and participate in meetings of the
      Committee; and

  12) provide other services as mutually agreed upon.

Cognizant will be paid $700 per hour.  Daily compensation will
not exceed $7,000.  Monthly fees will not exceed $65,000.  All
out-of-pocket expenses will be reimbursed by the Debtors,
including up to $15,000 in legal fees and costs. (United Airlines
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


UNIVERSAL ACCESS: Shares Remain Listed on Nasdaq SmallCap Market
----------------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq: UAXSD), a leading
communications network integrator, announced that on August 22,
2003 it received a determination from the Nasdaq Listing
Qualifications Panel that it will continue the listing of the
Company's securities on the Nasdaq SmallCap Market.  

The Panel acknowledged that the Company has regained compliance
with all requirements for listing on the Nasdaq SmallCap market,
including the minimum bid price requirement and the market value
of listed securities criterion.  The Nasdaq Listing and Hearing
Review Council may review the Panel's decision within 45 calendar
days of the Panel's determination.

"We are very pleased with the Nasdaq notification and the fact
that Universal Access is now fully compliant with all listing
requirements," said Randy Lay, CEO of Universal Access.  "This is
a clear sign of the strides we have made in solidifying the
business and our ability to properly position the company for
future success.  We are glad to have this process behind us so
that we can now focus all of our effort on running the business
and executing on our strategy."

Universal Access (Nasdaq: UAXSD) specializes in telecommunications
network integration and off-network provisioning for carriers,
service providers, cable companies, system integrators and
government customers worldwide. The company is dedicated to
alleviating communication bottlenecks by leveraging its
proprietary information databases in combination with its
strategically deployed network interconnection facilities.  By
provisioning across multiple networks of competing global service
providers, Universal Access provides its clients with a timely and
cost-effective means of extending their network reach and
maximizing the utilization of their own network assets. Universal
Access' customers include a wide range of leading companies.  
Universal Access is headquartered in Chicago, IL.  Additional
information is available on the company's Web site at
http://www.universalaccess.net

The Company's June 30, 2003 balance sheet shows a working capital
deficit of about $14 million, and a total shareholders' equity
deficit of about $320,000.


US FLOW CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: US Flow Corporation
             100 Grandville Avenue
             Suite 200
             Grand Rapids, Michigan 49503
             fka Piping Supply Holdings, Inc.

Bankruptcy Case No.: 03-09863

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                         Case No.
     ------                                         --------
     Bertsch Company                                03-09862
     Piping and Equipment Supply Company            03-09864
     The Mutual Manufacturing and Supply Company    03-09865
     Plotkin Brothers Supply, Inc.                  03-09866

Type of Business: USFlow is a sales, marketing, and distribution
                  company, specializing in pipe, valves, and
                  fittings (PVF) products for industrial, OEM, and
                  commercial users.  See http://www.usflow.com/

Chapter 11 Petition Date: August 12, 2003

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtors' Counsel: Robert F. Wardrop, II
                  Wardrop & Wardrop, P.C.
                  The Frey Building
                  Suite 150
                  300 Ottawa Avenue, N.W.
                  Grand Rapids, MI 49503
                  Tel: (616) 459-1225

Total Assets: $69,056,000

Total Debts: $123,461,000

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Massachusetts Mutual Life   Sub. Debentures        $18,314,000    
Insurance Company            
1295 State Street
Springfield, MA 01111
Securities Investment
Division
Attn: Michael Klofas
Tel: 413-226-1621
Fax: 413-226-2621

National City Venture       Sub. Debentures         $4,887,500
Corp.
1965 East Sixth Street
Suite 1010
Cleveland, Ohio 44114
Attn: William H. Schecter
President
Tel: 216-222-3340
Fax: 216-222-9965

MassMutual Corporate        Sub. Debentures         $3,463,000      
Investors        
c/o Massachusetts Mutual
Life Insurance Company
Securities Investment
Division
1295 State Street
Springfield, MA 01111
Attn: Michael Klofas
Tel: 413-226-1621
Fax: 413-226-2621

MassMutual Participation    Sub. Debentures         $1,834,000   
Investors
c/o Massachusetts Mutual
Life Insurance Co.
1295 State Street
Springfield, MA 01111
Securities Investment
Division
Attn: Michael Klofas
Tel: 413-226-1621
Fax: 413-226-2621

Jamesbury Inc.              Trade                   $1,533,887
44 Bowditch Drive
Shrewbury, MA 01545
Attn: Ed Bray
Tel: 508-852-0200
Fax: 508-852-8172

Victaulic Company           Trade                   $1,054,609
PO Box 8538-203
Philadelphia, PA 19171-203
Attn: Carl Sclmasska
Tel: 800-742-5842
Fax: 610-250-8817

Great Lakes Capital         Sub. Debentures           $958,350
Investment, LLC         
1965 East 6th Street
Suite 1010
Cleveland, Ohio 44114
Attn: William H. Schecter,
President
Tel: 216-222-3340
Fax: 216-222-9965

Wheatland Tube Company      Trade                     $863,921
PO Box 92690
Chicago, IL 60675       
Attn: Terry Kerr
Tel: 724-342-6851
Fax: 724-346-7180

NIBCO Inc.                  Trade                     $679,178
PO Box 101441
Atlanta, GA 30392-1441
Attn: Tanda Stiffler
Tel: 800-234-0227
Fax: 574-295-3307

Anvil International Inc.    Trade                     $505,353
Dept. CH 10414
Atlanta, GA 60055-0414
Attn: Frank Perry
Tel: 800-301-2701
Fax: 708-534-5441

National City Equity        Sub. Debentures           $543,150
Partners, Inc.
1965 East Sixth Street
Suite 1010
Cleveland, Ohio 44114
Attn: William H. Schecter,
President
Tel: 216-222-3340
Fax: 216-222-9965

Felker Brothers Corp.       Trade                     $500,977
Box 78475
Milwaukee, WI 53278-0475
Tel: 800-826-2304
Fax: 715-387-6837

Zurn Industries Inc.        Trade                     $490,536
7777 Collections Center
Drive
Chicago, IL 60693
Tel: 814-455-0921
Fax: 814-871-6142

Beck Manufacturing Inc.     Trade                     $482,626
W4655
PO Box 7777
Philadelphia, PA 19171-4655
Attn: Carolyn Flohr,
      Shiela Young
Tel: 800-327-8234
Fax: 717-762-9153

The William Powell Co.      Trade                     $479,309
PO Box 530489
Atlanta, GA 30353-0489
Attn: Kate Boggs
Tel: 513-852-2000
Fax: 713-462-4187

Allied Fitting Corp.        Trade                     $468,943
7200 Mykawa Road
Houston, TX 77033             
Attn: Beverly Franks
Tel: 800-969-5236
Fax: 713-847-9097

Tyco Fire Products           Trade                    $386,206
Dept. CH 10618
Palatine, IL 60055-0618
Attn: Tamara Evans
Tel: 800-558-5236
Fax: 800-877-2395

Tyler Pipe Company           Trade                    $374,154
PO Box 12530
Chicago, IL 60693
Attn: Jack Corley
Tel: 800-527-8478
Fax: 903-882-2412

Shaw Alloy Piping           Trade                     $342,154    
Products Inc.            
PO Box 972332
Dallas, TX 753-2332
Attn: Judy Biggs
Tel: 800-551-8392
Fax: 713-242-9277

Ipsco Tubulars Inc.         Trade                     $337,594
Energy Operation NW 8791
PO Box 1450
Minneapolis, MN 55485-8791
Attn: JoLaine Rosen
Tel: 800-950-4772
Fax: 630-810-4600


VICWEST CORP: Will Delay Filing of Fin'l Statements Due Aug. 29
---------------------------------------------------------------
As previously announced, Vicwest Corporation and certain of its
Canadian subsidiaries obtained an order on May 12, 2003 to begin
Vicwest's restructuring under the Companies' Creditors Arrangement
Act.

As previously announced, the preparation and filing of Vicwest's
consolidated financial statements for the year ended
December 31, 2002 and the quarter ended March 31, 2003 have been
delayed as a result of Vicwest's restructuring activities under
the CCAA.

Vicwest also anticipates that it will be unable to file its
interim financial statements for the six month period ended
June 30, 2003 and related documentation by August 29, 2003, as
required by the securities legislation applicable in the provinces
and territories in which Vicwest is a reporting issuer. The
preparation and filing of financial statements continue to be
delayed as a result of Vicwest's restructuring activities under
the CCAA, including the resignation of the officers and directors
of Vicwest.

Vicwest anticipates that it will be able to comply with all of its
financial statement filing requirements after completion of its
restructuring process. At this time it is anticipated that Vicwest
will emerge from its restructuring process in September, 2003.

Vicwest intends to continue to satisfy the provisions of the
alternate information guidelines set out in Ontario Securities
Commission Policy 57-603 until such time as it has complied with
all of its financial statement filing requirements. Vicwest also
reaffirms that it intends to disclose the same information that it
provides to its creditors in the same manner in which it would
report a material change.

Vicwest will be in default of its financial statement filing
requirements related to its second quarter financial statements
for a period of two months on October 29, 2003. The Ontario
Securities Commission may impose a cease trade order against
Vicwest if such default is not remedied prior to such date.

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products. For further information, the Vicwest contact is
Joshua Rizack, Chief Restructuring Officer (905) 825-2252.


VLASIC: Court Allows $2MM Admin Claim Payment to Money's Trust
--------------------------------------------------------------
To recall, on June 12, 2002, the Court classified Money's Trust's
Claim No. 1087 under Class 6 of the Vlasic Foods Debtors' Plan.  
However, the allowable amount of the Claim was not resolved.

With the agreement of both parties and in furtherance of the
June 12, 2002 Order, Judge Walrath rules that:

   -- By separate Orders, the Court has approved the payment of
      $2,000,000 in cash to the Trust and the allowance of a
      liquidated general unsecured, non-subordinated claim
      against the Debtors for $3,000,000; and

   -- The remaining portion of the Trust's Claim No. 1087 is
      liquidated and allowed for $6,000,000.  The $6,000,000
      Claim is subordinated and classified as a claim under Class
      6 of the Plan.

All other portions of Claim No. 1087 not allowed by the Orders
are disallowed.  The rest of Money's Trust's request not
specifically granted by the Order is denied. (Vlasic Foods
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


WORLDCOM INC: MCI Offers Support to Richard Breeden's Report
------------------------------------------------------------
MCI (WCOEQ, MCWEQ) offered its full support to MCI Corporate
Monitor Richard Breeden's report on corporate governance.  The
company said that its board of directors worked collaboratively on
the report with Mr. Breeden and has unanimously approved the
adoption of all recommendations.

"Mr. Breeden's report not only sets new standards for good
corporate governance but also establishes a roadmap that helps us
build our foundation for the future," said Michael Capellas, MCI
chairman and CEO.  "The company has already implemented many of
the proposed corporate reforms, but we know we have to do even
more to regain public trust."

Capellas noted that, for example, he has advocated the separation
of the chairman and CEO roles, one of the recommendations in Mr.
Breeden's report. Capellas said that the company expects to name
new members to its board of directors prior to its confirmation
hearing, currently scheduled to begin on September 8, 2003.

Mr. Breeden's report noted a number of steps MCI has already taken
to improve its corporate governance structure, including:

     * Recruited a new CEO who was not at the Company during the
       events at issue, and who brought a reputation for integrity
       and forthrightness in his leadership skills;

     * Recruited a new President and COO from outside the Company
       who has more than 25 years of telecom experience;

     * Recruited a new CFO, General Counsel, and director of
       internal controls, all of whom came from outside the
       Company;

     * Replaced its entire board of directors who were present at
       the time the fraud was discovered, thereby removing 100% of
       directors who were participants in governance under the
       regime of the prior CEO Bernard J. Ebbers;

     * Recruited new and highly qualified independent directors;

     * Consented to the establishment (and continuation) of the
       Corporate Monitor program, which represents an
       unprecedented level of independent oversight of management
       activity;

     * Closed the finance and accounting department located in the
       Company's former Clinton, Mississippi headquarters where
       most of the fraudulent activities were conducted;

     * Hired more than 400 new finance and accounting personnel;

     * Retained a new outside auditor, and commissioned a complete
       re-audit of the years 1999-2002 to document the Company's
       actual performance as best as it can be reconstructed from
       available records and personnel;

     * Evaluated all corporate assets for value impairment, wrote
       off all goodwill, and wrote down asset carrying values for
       property, plant and equipment to achieve a realistic
       balance sheet;

     * Initiated a widespread and intensive review led by three
       new directors to identify wrongdoing that occurred, and
       those who participated.  Also funded a separate thorough
       investigation by the Bankruptcy Examiner and responded to
       his findings concerning wrongful activities of different
       types.

     * Terminated dozens of employees, including a number of
       senior officers, who either participated in inappropriate
       activities, who appeared to look the other way in the face
       of indications of suspicious activity, or who otherwise
       acted in a manner inconsistent with necessary standards of
       conduct;

     * Agreed to abolish use of stock options in favor of
       restricted stock with full expensing of the value of equity
       grants on the Company's profit and loss statement;

     * Initiated a thorough review of internal controls to
       strengthen the Company's systems and procedures for
       capturing and reporting financial data, and a widespread
       program to create a much stronger system;

     * Put in place a new Ethics Pledge program pursuant to which
       senior officers including the CEO pledge to pursue ethics
       and integrity, compliance programs and transparency and
       candor in financial reporting well beyond SEC requirements;

     * Established a new Ethics Office;

     * Commenced a training program for employees on their
       responsibilities under the federal securities laws,
       accounting issues that may signal inappropriate behavior or
       fraud, and ethical issues;

     * Consented to the Permanent Injunction; and

     * Consented to a financial settlement with the SEC under
       which $500 million in cash and $250 million in stock will
       be paid into a trust for victims.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers.  With the industry's most expansive global IP backbone,
based on the number of company-owned POPs, and wholly-owned data
networks, WorldCom develops the converged communications products
and services that are the foundation for commerce and
communications in today's market. For more information, go to
http://www.mci.com


* Sheppard Mullin Attorneys Recognized as Leading Biz Lawyers
-------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP announced that the firm's
attorneys have been recognized by clients and fellow lawyers alike
as being among America's leading business lawyers, according to
the Chambers USA America's Leading Business Lawyers survey.

Three of Sheppard Mullin's practices were ranked in the top four
or higher in California: banking and finance (#3); labor and
employment (#4); and insolvency and corporate recovery (#4).

"We are pleased with the survey feedback and take great
satisfaction in the fact that our clients and peers are commending
our service. We encourage our attorneys to take our Client Service
Standards very seriously, committing themselves to providing
prompt, effective, and high quality legal service," said Guy
Halgren, Chairman of the firm's Executive Committee. "Sheppard
Mullin attorneys know that a client must never be taken for
granted. As evidenced by the survey results, our attorneys make it
a point to understand our clients' business and the competitive
environment in which they operate."

The banking and finance practice was touted as having "an enviable
reputation for quality finance work." In addition to noting that
the firm's strength in this area is thought to lie in asset
lending, real estate finance and bankruptcy-related work, the
survey related that Sheppard Mullin has represented bank
syndicates on numerous secured lending transactions, and has wide
experience of refinancing and workouts of defaulted bonds. With
regard to specific lawyers, the survey noted that "the leading
light here is John Berchild (ranked #4 in California), who rivals
acknowledge as an accomplished finance specialist."

Sheppard Mullin's labor and employment practice was acknowledged
as "one of the firm's main specializations." Chambers' research
uncovered "...practice with a lot of years in the game." The firm
acts mainly on behalf of employers, ranging from small businesses
to Fortune 100 companies. Areas of niche expertise include the
manufacturing, healthcare, technology and hospitality industries.
Over the past year, the labor and employment practice has been
especially active on employment litigation claims concerning wage
and hour matters, class actions and union/management relations.
The survey related that "the team, which includes Doug Farmer,
boasts a number of attorneys who are highly-regarded in fields
such as wage and hour regulations."

The survey also listed Sheppard Mullin as having a leading
insolvency practice, relating that "bankruptcy work is seen by
rivals to be a significant component of this California-based,
full-service firm's workload." Also noted was that the bankruptcy
and financial restructuring group offers experience in all types
of insolvency matters and is reputed to be "particularly strong"
when acting on the creditors' side. Chair of the Finance and
Bankruptcy Practice Group, Richard Brunette, was noted as "a
specialist in commercial litigation and business bankruptcies."

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.


* Synde Keywell Joins Neal Gerber & Eisenberg's Bankruptcy Group
----------------------------------------------------------------
Synde B. Keywell, 53, who most recently led the litigation
boutique, Keywell & Associates, has moved her practice to Neal,
Gerber & Eisenberg.  She has joined the firm's Bankruptcy,
Reorganizations and Creditors' Rights group as partner.

Ms. Keywell has nearly 25 years of experience in a broad range of
complex bankruptcy and commercial litigation matters in both state
and federal courts. One focus of her practice has been real estate
matters on behalf of lenders, owners and developers. She has
appeared as counsel on behalf of owners and management in numerous
national retail bankruptcies, most recently in the Kmart case,
where she represented over 200 landlords.

Ms. Keywell is admitted to practice in the U.S. District Courts
for the Northern District of Illinois, the Eastern District of
Michigan, the Eastern District of Wisconsin and the United States
Courts of Appeal for the Sixth and Seventh Circuits. She is a
member of the American Bar Association, the American Bankruptcy
Institute, the Commercial Law League and the Bankruptcy Law and
Federal Civil Practice Committees of the Chicago Bar Association.
She has lectured on litigation associated with retail bankruptcies
and real estate valuation issues.

Chaired by Michael Molinaro, Neal, Gerber & Eisenberg's 11-
attorney Bankruptcy, Reorganization & Creditors' Rights group
represents clients nationwide in a broad range of insolvency
matters, from out-of-court restructurings to formal reorganization
and liquidation proceedings.

Keywell is one of seventeen attorneys who joined Neal, Gerber &
Eisenberg in recent months. The 142-attorney firm provides legal
services to a diverse array of local, national and international
clients including private and publicly held companies, large and
mid-sized institutional clients, multi- national corporations,
financial institutions and individuals. Other practice areas
include general and securities litigation, corporate & securities,
intellectual property, real estate, finance, employee benefits,
labor & employment, environmental law, estate planning, taxation
and associations law.


* Meetings, Conferences and Seminars
------------------------------------
September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 8-11, 2003
   TURNAROUND MANAGEMENT ASSOCIATION
      15th Anniversary Convention
         Hyatt Regency, San Francisco, CA
            Contact: 312-578-6900 or www.turnaround.org

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/  

October 15-16, 2003
   EUROLEGAL
      Commercial Loan Workouts
         Contact: +44-20-7878-6897 or liu@ef-international.co.uk

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 4-5, 2003
   EUROFORUM INTERNATIONAL
      The Art and Science of Russian M&A
         Ararat Park Hyatt Hotel, Moscow
            Contact: +44-20-7878-6897 or
                     liu@ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

December 1-2, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC.
      Distressed Investing
         The Plaza Hotel, New York City, NY
            Contact: 800-726-2524 or          
                     http://renaissanceamerican.com

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org   

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org   

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***