TCR_Public/030828.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 28, 2003, Vol. 7, No. 170

                          Headlines

8X8 INC: Appealing Nasdaq Delisting Determination
ADELPHIA BUSINESS: Plan's Claims Classification and Treatment
ADELPHIA COMMS: CWA Asks Bankruptcy Court to Appoint Examiner
ADELPHIA COMMS: Court Approves Cole Raywid as Special Counsel
AES CORP: Appoints Jose Bernini as VP and CEO of Eletropaulo

AIR CANADA: Pursuing Another MOU for Lease of 59 More Aircraft
ALASKA COMMS: Completes $182MM Senior Notes Private Placement
AMERCO: Court Approves Establishment of Trading Ethical Wall
AMERICAN PAD: Completes Sale of Assets to Crescent Capital Unit
AMERICAN SOUTHWEST: Class B-2 & B-3 Ratings Affirmed at BB/CCC

ARVINMERITOR INC: Juan De La Riva to Head Light Vehicle Systems
ASCENT ASSURANCE: Forms Committee to Negotiate Debt Extension
AURA SYSTEMS: Liquidity Concerns Raise Going Concern Uncertainty
BARRINGTON FOODS: Delays Filing of Form 10-K with SEC
BAYVIEW FIN'L: Fitch Affirms BB/B Ratings on Four Note Classes

BEAR STEARNS: Fitch Affirms BB+/BB- on 2 Series 1998-C1 Classes
BOUNDLESS CORP: Jeffrey A. Hilk Appointed as New VP of Sales
BOYD GAMING: Fitch Affirms Bank & Bond Ratings at Low-B Levels
CEDRIC KUSHNER: June 30 Balance Sheet Upside-Down by $8.4 Mill.
CONSECO INC: Wants to Assign 2 Hangar Leases to IndyCar Aviation

CONSOLIDATED FREIGHTWAYS: TransForce Acquires CF Canada Group
CONSOLIDATED FREIGHTWAYS: Canadian Assets Sold for C$69 Million
COX COMMS: Commences Tender Offer for Exch. Discount Debentures
CP KELCO: Significant Debt Burden Spurs S&P's Downgrade Action
CROMPTON CORP: Zacks.com Says Dump the Stock Now

CROWN BOOKS: Asks Court to Enter Final Decree to Close Cases
CYBERADS INC: Hires Timothy L. Steers as New External Auditors
DELIA*S: Antitrust Condition for Acquisition by Alloy Satisfied
DELTAGEN: Auctioning-Off Surplus Equipment Inventory in Calif.
EATON VANCE: Fitch Hatchets Class D Note Ratings Down to BB-

ELAN CORP: Receives C$1.2MM Payment for JV Termination Agreement
ELWOOD ENERGY: S&P Affirms & Removes BB Rating from Neg. Watch
ENERGY VISIONS: Brethren Fails to Provide C$2MM Loan to Company
ENRON CORP: Court Allows Protane to Sell ProCaribe for $5 Mill.
EOTT ENERGY: Dist. Court Upholds Plan and Nixes Shell Oil Appeal

E.SPIRE: Chapter 11 Trustee Hires Bayard Firm as Special Counsel
EUROGAS INC: Capital Deficits Raise Going Concern Uncertainty
FAIRFAX FINANCIAL: S&P Revises Outlook on BB Rating to Stable
FASTNET CORP: Delays Filing of June Quarter Report on Form 10-Q
FEDERAL-MOGUL: Seeks $350MM Equity Investment from Citigroup

GENERAL DATACOMM: Delaware Court Confirms Joint Reorg. Plan
GENEVA STEEL: Sunrise Hired to Provide Engineering Services
GENTEK INC: De. Bankruptcy Court Approves Disclosure Statement
GENUITY INC: Secures Nod to Limit Disclosure Statement Notice
GT DATA CORP: Company's Ability to Continue Operations Uncertain

HIGH VOLTAGE ENG'G: Ratings Drop to D After Interest NonPayment
HORIZON PCS: Two Units Sue Sprint, et al. for Breach of Contract
HUDSON'S BAY: Second Quarter Results Show Slight Improvement
IMAGEMAX INC: Senior Lenders Agree to Forbear Until September 30
INDYMAC ABS: S&P Takes Rating Actions on Various Notes

INTEGRATED HEALTH: Court OKs Stipulation with American Express
KAISER: Bar Date for La. PI Claimants Extended to September 30
KMART CORP: Settles Claims Dispute with General Electric Capital
LEAP WIRELESS: Wants Plan-Filing Exclusivity Extended to Dec. 9
LEVCO FOOTWEAR GROUP: Voluntary Chapter 11 Case Summary

LOEWEN GROUP: Four Directors Disclose Common Stock Purchases
MASSEY ENERGY: Revises Projections for 3rd Quarter 2003 Results
MEDISOLUTION LTD: June 30 Balance Sheet Upside-Down by $6.5 Mil.
META HEALTH: Issuing 650K Common Shares Under Reorg. Agreement
MET-COIL SYSTEMS: Case Summary & 20 Largest Unsecured Creditors

MIRANT CORP: Bringing-In AP Services LLC for Crisis Management
MORGAN STANLEY: Fitch Affirms 3 Class Ratings at Lower-B Level
NAT'L STEEL: Gets Nod to Implement Liquidation Retention Program
NATIONSRENT INC: IBJ Whitehall Demands Admin. Expense Payment
NEENAH FOUNDRY: Mails Subscription Materials re Rights Offering

NEPTUNE SOCIETY: Selling All Operating Assets to The Apogee Cos.
NORTHWESTERN CORP: Shareholders Meeting Adjourned Until Sept. 15
NRG ENERGY: Court Modifies Stay Allowing Sr. Debentures Transfer
ON COMMAND: June 30 Net Capital Deficit Doubles to $34 Million
ORBITAL SCIENCES: Names Leo Millstein SVP and General Counsel

OTTAWA SENATORS: Closes Asset Sale to Capital Sports
OUTSOURCING SOLUTIONS: Plan Confirmation Objections Due Monday
PARADIGM MEDICAL: Cash Resources Insufficient to Continue Ops.
PILLOWTEX: Wins Nod to Pay $2.3MM in Prepetition Employee Wages
POLAROID CORP: Has Until Nov. 30 to Move Pending Actions to Del.

PROTARGA: Wants Court OK to Retain Wolf Greenfield as IP Counsel
QUANTUM CORP: Holding Annual Shareholders' Meeting on Wednesday
QUANTUM CORPORATION: Zacks.com Says Dump the Stock Now
RAPTOR INVESTMENTS: Shoos-Away Weinberg and Hires Webb & Company
ROBOTIC VISION: Fails to Meet Nasdaq Filing Requirements

SAMSONITE CORP: Completes Private Recapitalization Transactions
SR TELECOM: Will Hold Q2 Results Conference Call on Friday
TDZ HOLDINGS: Half-Year 2003 Results Enter Positive Territory
TECO ENERGY: Selling Hardee Power Station for $115 Mill. + Debts
TELESOURCE INT'L: Deficits Raise Going Concern Doubts

TESORO PETROLEUM: CEO to Present at Lehman '03 Energy Conference
TRENWICK: Wants Schedule Filing Deadline Moved to October 20
U.S. STEEL: Appoints Michael L. Chapman GM of Facility Marketing
VALCOM INC: Enters into Partnership Agreement with New Zoo Revue
WASHINGTON MUTUAL: Fitch Rates Class I-B-4 & II-B-4 Notes at BB

WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Notes at BB/B
WEIGHT LOSS FOREVER: Needs New Funds to Meet Cash Requirements
WORLDCOM INC: Ad Hoc Committee Asks Court to Nix Consolidation
YOUTHSTREAM MEDIA: June Quarter Net Loss Narrows to $1 Million

* Spaulding Finalizes Alliance With Business Evaluation Systems
* Dewey Ballantine Hires Philipp von Ilberg as Frankfurt Partner

* DebtTraders' Real-Time Bond Pricing

                          *********

8X8 INC: Appealing Nasdaq Delisting Determination
-------------------------------------------------
8x8, Inc. (Nasdaq: EGHT) received notification from the NASDAQ
Staff on August 19, 2003, that it was not in compliance with the
independent director and audit committee composition requirements,
as set forth in Marketplace Rule 4350(d)(2) and 4450(c), due to
one of its independent directors not standing for reelection on
August 12, 2003.

8x8 had previously received a NASDAQ Staff Determination
notification on July 11, 2003 that its securities would be subject
to delisting from the NASDAQ SmallCap Market at the opening of
business on July 21, 2003, unless the Company filed an appeal with
a NASDAQ Listing Qualifications Panel, pursuant to the procedures
set forth in the NASDAQ Marketplace Rule 4800 Series.

8x8 has filed its appeal, which operates to stay the delisting of
the Company's stock until the Listing Qualifications Panel renders
a decision. The Company appeared before the panel on August 21,
2003 and requested a limited exception to the listing requirements
in order to implement a plan to regain compliance with all listing
requirements. As part of its appeal, 8x8 addressed the Staff's
August 19 letter regarding the independent director and audit
committee composition requirements. There can be no assurance that
the Company's appeal will be successful.

8x8, Inc. offers the Packet8 broadband telephone service --
http://www.packet8.net-- consumer videophones, hosted iPBX
solutions (through its subsidiary Centile, Inc.), and voice and
video semiconductors and related software (through its subsidiary
Netergy Microelectronics, Inc.). For more information, visit 8x8's
Web site at http://www.8x8.com

Launched in November 2002, Packet8 enables anyone with high-speed
internet access to sign up for telephone service at
http://www.packet8.net Customers can choose a direct-dial phone
number from any of the rate centers offered by the service, and
then use an 8x8-supplied terminal adapter to connect any telephone
to a broadband internet connection and make or receive calls from
a regular telephone number. All Packet8 telephone accounts come
with voice mail, caller ID, call forwarding, web access to account
controls, and real- time online billing. High speed, instant-on
broadband videophone accounts, which use the 8x8 DV325 SIP
videophone, are also available. The DV325 videophone functions as
a Packet8 voice line when making or receiving voice telephone
calls from regular telephone numbers.

                          *     *     *

                 Liquidity and Capital Resources

In its Form 10-Q for the period ended March 31, 2003, the Company
reported:

The possibility that the Company will not be able to meet its
obligations as and when they become due over the next twelve
months raises substantial doubt about the Company's ability to
continue as a going concern. Accordingly, the Company has been
pursuing, and will continue to pursue, among other things, the
implementation of certain cost reduction strategies and the
licensing or sale of its technologies or projects. Additionally,
the Company plans to seek additional financing and evaluate
financing alternatives during the next twelve months in order to
meet its cash requirements for the remainder of fiscal 2004. The
Company has sustained net losses and negative cash flows from
operations since fiscal 1999 that have been funded primarily
through the issuance of equity securities and borrowings.
Management expects to experience negative cash flows for the
foreseeable future and such losses may be substantial. There is no
assurance that the Company will be able to obtain financing on
terms favorable to the Company, or at all. If the Company issues
additional equity or convertible debt securities to raise funds,
the ownership percentage of the Company's existing stockholders
would be reduced and they may experience significant dilution.
Failure to increase revenues, to manage net operating expenses and
to raise additional financing through public or private equity
financing or other sources of financing may result in the Company
not achieving its longer term business objectives. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

In connection with efforts to improve its liquidity, in June 2003
Netergy entered into an agreement whereby it would sell certain
assets and license/sell certain technology related to its next-
generation video compression semiconductor product for cash. The
closing of this transaction is subject to certain conditions
beyond the Company's control and there can be no assurance that
the transaction will close. Even if the transaction closes,
additional cash resources may be necessary for the Company to
sustain its operations. The Company does not expect to incur a
loss on this transaction.

In July 2003, the Company announced that Netergy had licensed its
voice over IP Audacity-T2 and T2U semiconductor products and
Veracity software. The customer obtained rights to sell T2 and T2U
based semiconductor products bundled with the Veracity software,
and, in return, will pay Netergy a license fee and royalties for
each T2 and T2U semiconductor it sells.


ADELPHIA BUSINESS: Plan's Claims Classification and Treatment
-------------------------------------------------------------
Consistent with the requirements of the Bankruptcy Code, the Plan
generally provides for holders of Allowed Administrative Expense
Claims to receive, on the Effective Date, cash in an amount equal
to those Claims, except for Administrative Expense Claims
relating to ordinary course of business transactions, which will
be paid by the Debtors or Reorganized Adelphia Business Solutions,
Inc. in accordance with its past practice and the terms of the
agreements governing, instruments evidencing, or other documents
relating to such transactions.

Allowed Priority Tax Claims entitled to priority under the
Bankruptcy Code will be paid either in full on the Effective Date
or with interest at a fixed annual rate equal to the rate
applicable to underpayments of federal income tax on the
Effective Date over a period not exceeding six years from the
date of assessment of the tax with payments beginning on the
first anniversary date of the Effective Date.  Valid liens of the
holders of Allowed Priority Tax Claims are not affected by the
Plan.

This table summarizes the classification and treatment of claims:

Class  Description   Recovery   Claim Treatment
-----  -----------   --------   ---------------
n/a   Administrative  100%     Paid in cash, in full.
       Claims

n/a   Priority Tax    100%     Paid in cash, in full.
       Claims

  1    Secured         100%     Each holder of an Allowed Claim
       Claims                   will receive either:

                                (a) collateral securing the
                                    Claim,

                                (b) Cash or a note equal to the
                                    value of the collateral,

                                (c) the net proceeds from the
                                    sale of collateral, or

                                (d) treatment under Section
                                    1124(2) of the Bankruptcy
                                    Code.

                                Unimpaired; not entitled to vote.

  2    Secured         100%     Each Allowed Claim holder will
       Tax                      receive collateral securing Claim
       Claims                   or payment in full of the allowed
                                amount of the Claim or equal
                                annual payments over six years
                                from the date of assessment of
                                the tax, with interest at a fixed
                                annual rate of 5%.

                                Unimpaired; not entitled to vote.

  3    Priority        100%     Each allowed Claim holder will
       Non-Tax                  receive payment in full of the
       Claims                   allowed amount.

                                Unimpaired; not entitled to vote.

  4    Beal DIP        100%     The allowed Claim holder will
       Claims                   be paid in Cash in full.

                                Unimpaired; not entitled to vote.

  5    ACC DIP     [REDACTED]   [REDACTED]
       Claims

  6    12 1/4%          50%     Secured Claims:
       Secured      to 100%
       Notes                    Each holder of a 12 1/4%
       Claims                   Secured Note will elect to
                                receive either:

                                (a) a proportionate share of
                                    the New Common Stock, or

                                (b) a Cash Recovery
                                    distribution equal to $8.94
                                    per share of the New Common
                                    Stock.  To the extent there
                                    is insufficient cash to
                                    satisfy all holders of
                                    Class 6 and 7C Claims who
                                    elect the Cash Recovery
                                    option, each Claim holder
                                    will receive its Cash
                                    distribution on a ratable
                                    basis with the holders of
                                    Allowed Claims in Class 7C
                                    who elect a Cash Recovery.

                                The aggregate amount of Cash
                                available under Plan to satisfy
                                holders of Class 6 and 7C that
                                elect a Cash Recovery will equal
                                $4,000,000, plus Excess Cash,
                                less the amount of Cash used to
                                satisfy Class 7A, 7B and 7D
                                Claims.  The holders of Allowed
                                Claims in Class 6 that elect the
                                Cash Recovery will be entitled to
                                Cash on a ratable basis with the
                                Class 7C Claims holders.

                                In the event that the Cash
                                available to holders of Classes
                                6 and 7C Claims that elect a Cash
                                Recovery is insufficient to
                                satisfy the Claims in full, each
                                each holder will receive its
                                proportionate share of the Cash
                                available for Classes 6, and 7C,
                                if any.  The holder will receive
                                a distribution equal to the
                                proportionate share of the shares
                                of New Common Stock otherwise
                                distributable to that holder less
                                the number of shares of New
                                Common Stock equal to the
                                quotient obtained by dividing the
                                amount of Cash received by that
                                holder by $8.94 with respect to
                                the remainder of that holder's
                                Claim.

                                Unsecured Claims:

                                Each holder of a 12 1/4% Secured
                                Notes Claim will also receive its
                                Ratable Proportion of the 12 1/4%
                                Deficiency Claim and its Ratable
                                Proportion of the 12 1/4% Buffalo
                                Claim.  These Claims are Funded
                                Debt Claims and are Treated in
                                Class 7C.

                                Impaired; entitled to vote.

  7    General
       Unsecured
       Claims

  7A   Convenience       3.5%   Each holder of a Class 7A Claim
       Claims         to 7.1%   will elect on its Ballot to
                                receive either:

                                (a) a Stock or Warrant Recovery,
                                    or

                                (b) a Cash Recovery, in full
                                    satisfaction of the Claim.

                                On the Effective Date, a Class
                                7A Claim that elects a Stock or
                                Warrant Recovery will receive
                                its Ratable Proportion of:

                                (a) the General Unsecured
                                    Percentage, and

                                (b) the New Warrants.

                                On the Effective Date, a Claim
                                holder elects a Cash Recovery
                                will receive a distribution of
                                Cash equal to $8.94 per share of
                                the New Common Stock otherwise
                                distributable to a Claim holder
                                that elects to receive New Common
                                Stock.

                                The aggregate amount of Cash
                                available under the Plan to
                                satisfy Convenience Claim holders
                                that elect a Cash Recovery will
                                equal $4,000,000, plus Excess
                                Cash.  Any Cash not necessary to
                                satisfy Cash Recovery elections
                                in Class 7A will be used for
                                funding Cash Recovery elections
                                first by holders of Claims in
                                Class 7B, second by holders of
                                Class 7D Claims and third by
                                Claim holders in Classes 6 and
                                7C.

                                If a holder of a Class 7A Claim
                                does not specify on the Ballot
                                the treatment he/she elects to
                                receive, that holder will receive
                                the Cash Recovery as the
                                treatment for their Claim.

                                Impaired; entitled to vote.

  7B   Trade             3.5%   Each holder of a Class 7B Claim
       Claims         to 7.1%   will elect on its Ballot

                                (a) a Stock or Warrant Recovery,
                                    or

                                (b) a Cash Recovery, in full
                                    satisfaction of the Claim.

                                On the Effective Date, a Class
                                7B Claim that elects a Stock or
                                Warrant Recovery will receive
                                its Ratable Proportion of:

                                (a) the General Unsecured
                                    Percentage, and

                                (b) the New Warrants.

                                On the Effective Date, a Claim
                                holder elects a Cash Recovery
                                will receive a distribution of
                                Cash equal to $8.94 per share of
                                the New Common Stock otherwise
                                distributable to a Claim holder
                                that elects to receive New Common
                                Stock.

                                If a holder of a Class 7B Claim
                                does not specify on the Ballot
                                the treatment he/she elects to
                                receive, that holder will receive
                                the Cash Recovery as the
                                treatment for the Claim.

                                Impaired; entitled to vote.

  7C   Funded            5.5%   Each holder of a Funded Debt
       Debt          to 11.0%   consisting of the:
       Claims
                                -- 12 1/4% Deficiency Claim,
                                -- 12 1/4% Buffalo Claim, and
                                -- 13% Notes Claims,

                                will elect on its Ballot to
                                receive either:

                                (a) a Stock or Warrant Recovery,
                                    or

                                (b) a Cash Recovery, in full
                                    satisfaction of the Claim.

                                On the Effective Date, a Class
                                7B Claim that elects a Stock or
                                Warrant Recovery will receive
                                its Ratable Proportion of:

                                (a) the General Unsecured
                                    Percentage, and

                                (b) the New Warrants.

                                On the Effective Date, a Claim
                                holder elects a Cash Recovery
                                will receive a distribution of
                                Cash equal to $8.94 per share of
                                the New Common Stock otherwise
                                distributable to a Claim holder
                                that elects to receive New Common
                                Stock.

                                If a holder of a Class 7C Claim
                                does not specify on the Ballot
                                the treatment he/she elects to
                                receive, that holder will receive
                                the Cash Recovery as the
                                treatment for the Claim.

                                Impaired; entitled to vote.

  7D   12% Notes         0.1%   Each holder of a 12% Notes Claims
       Claims                   shall on its Ballot to receive
                                either:

                                (a) a Stock or Warrant Recovery,
                                    or

                                (b) a Cash Recovery, in full
                                    satisfaction of the Claim.

                                The 12% Notes are contractually
                                Subordinated to the 12 1/4%
                                Secured Notes and the 13% Notes.
                                Thus, holders of the 12% Notes
                                will not be entitled to receive
                                any distribution under the Plan.
                                However, the holders of the
                                12 1/4% Secured Notes and the 13%
                                Notes agreed to contribute to the
                                non-Rigas Family holders of the
                                12% Notes Claims from their
                                Stock or Warrant Recovery a
                                number of shares of New Common
                                Stock equal to 0.25% of the
                                aggregate number of shares of New
                                Common Stock outstanding on the
                                Effective Date.  The New Warrants
                                allocable in respect of the New
                                Common Stock will be
                                extinguished.

                                On the Effective Date, a
                                non-Rigas Family holder of a 12%
                                Note Claim that elects a Stock
                                or Warrant Recovery will
                                receive its Ratable Proportion of
                                0.25% of the aggregate number of
                                shares of New Common Stock
                                outstanding on the Effective Date
                                contributed by the holders of the
                                12 1/4% Secured Notes and the 13%
                                Notes, which the holders have
                                agreed will be on a ratable basis
                                based on the outstanding amount
                                of the 12 1/4% Deficiency Claim
                                and the principal amount of the
                                13% Notes.

                                On the Effective Date, a holder
                                of a 12% Notes Claim that elects
                                a Cash Recovery will receive a
                                distribution of Cash equal to
                                $8.94 per share of New Common
                                Stock.

                                If a holder of a Class 7D Claim
                                does not specify on the Ballot
                                the treatment he/she elects to
                                receive, that holder will receive
                                the Cash Recovery as the
                                treatment for their Claim.

                                Impaired; entitled to vote.

  8    Century           0%     No distribution.
       Facility
       Claims                   Impaired, but not entitled to
                                vote -- deemed to reject the
                                Plan.

  9    Securities        0%     No distribution
       Claims
                                Impaired, but not entitled to
                                vote -- deemed to reject the
                                Plan.

10    Intercompany      0%     Extinguished by either offset,
       Claims                   contribution or distribution
                                of the Claim.

                                Impaired, but not entitled to
                                vote -- deemed to reject the
                                Plan.

11    Equity            0%     No distribution
       Interests
                                Impaired, but not entitled to
                                vote -- deemed to reject the
                                Plan.

12    Subsidiary      100%     Retain rights in
       Equity                   Subsidiary Equity Interest.
       Interests
                                Unimpaired; not entitled to vote.

13    Subordinated      0%     No distribution
       Claims
                                Impaired, but not entitled to
                                vote -- deemed to reject the
                                Plan.
(Adelphia Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA COMMS: CWA Asks Bankruptcy Court to Appoint Examiner
-------------------------------------------------------------
Adelphia Communications' labor relations practices have provoked
strikes that not only have wasted company resources but also have
damaged community goodwill and employee morale, the Communications
Workers of America today charged in a filing with the U.S.
Bankruptcy Court of the Southern District of New York.

CWA urged the court to appoint an examiner to investigate what it
termed a "scorched-earth strategy" toward its unions, charging
that, "Adelphia's blatant hostility towards labor undermines
confidence in the Debtors' ability to manage its reorganization."

The union cited two recent strikes at Adelphia cable operations in
Morgantown, W.Va., and Auburn, N.Y., as examples of a destructive
pattern of labor policies where the company has wasted tens of
thousands of dollars fighting its unions while also tarnishing its
reputation with customers and community leaders. In both cases,
the costs of hiring replacement workers and security forces have
far exceeded the expense of peaceful labor settlements, CWA said.

"As a debtor in possession, Adelphia owes a duty to its creditors
to exercise the utmost care in expending estate resources," the
filing states. "Instead, strike-inducing conduct at two locations
has resulted in wasteful expenditures, has soured community
relations and damaged employee morale. In a reorganization
burdened by the impact of corporate scandal, it is essential that
the Debtors effectively regain the confidence of their creditors,
employees, customers and other critical constituencies."

CWA urged appointment of an examiner "to instill confidence that
the reorganization can be managed competently."


ADELPHIA COMMS: Court Approves Cole Raywid as Special Counsel
-------------------------------------------------------------
The Adelphia Communication Debtors obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Cole, Raywid & Braveman, LLP as their special counsel.
Cole will assist Adelphia with, among other things, cable
television regulatory matters.

Cole will provide legal advice on cable matters to the Debtors,
including, but not limited to:

    (i) local, state and federal issues under Title VI of the
        Communications Act;

   (ii) advocacy before local, state and federal agencies and
        other governmental units; and

  (iii) regulatory issues, including required regulatory filings
        as well as regulatory approvals.

In consideration for Cole's services, it will seek from the Court
compensation on an hourly basis, plus reimbursement of actual and
necessary expenses incurred.  Cole's hourly rates are:

       Attorneys            $150 - 480
       Paralegals            110 - 180

Cole agreed to reduce all fees by 10% from their standard hourly
rates for work that will be performed for the Debtors between
July 1, 2003 and June 30, 2004.  To date, Cole received $177,367
in compensation for services rendered an dexpenses incurred in the
Debtors' Chapter 11 cases. (Adelphia Bankruptcy News, Issue No.
39; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AES CORP: Appoints Jose Bernini as VP and CEO of Eletropaulo
------------------------------------------------------------
The AES Corporation (NYSE: AES) announced that Eduardo Jose
Bernini has been appointed Vice President of AES and Chief
Executive Officer of Eletropaulo, the electric distribution
company serving 4.6 million customers in Sao Paulo, Brazil.

Mr. Bernini's appointments are effective as of September 1, 2003.
Prior to joining AES and Eletropaulo, Mr. Bernini was Chief
Executive Officer of EDP Brasil S.A., the Brazilian electricity
holding company of Eletricidade de Portugal S.A. He is Vice-
President of the Brazilian Association for Infrastructure
Development and in 1995-1996 was Deputy Secretary of Energy of the
State of Sao Paulo.

"I am extremely pleased to welcome Eduardo to AES as Vice
President of our Brazilian businesses and as CEO of Eletropaulo,"
stated Joseph C. Brandt, Chief Operating Officer for Integrated
Utilities. "With over twenty years of public and private sector
experience in the electricity market, Eduardo is uniquely suited
to lead our businesses in Brazil. He brings well-honed regulatory
skills, a commitment to operational excellence and a reputation
for integrity to these significant and promising investments."

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 157
facilities totaling over 52 gigawatts of capacity, in 29
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

For more general information visit http://www.aes.com

                         *    *    *

As reported in Troubled Company Reporter's July 18, 2003 edition,
Fitch Ratings affirmed the existing ratings of The AES Corp.
as follows:

                              AES

         -- Senior secured bank debt 'BB';
         -- Senior secured notes collateralized by first
               priority lien 'BB';
         -- Senior unsecured debt 'B';
         -- Senior and junior subordinated debt 'B-';

                          AES Trust III

         -- Trust preferred convertibles 'CCC+'.

                          AES Trust VII

         -- Trust preferred convertibles 'CCC+'.

Fitch has also assigned a 'B+' rating to AES' recently raised $1.8
billion junior secured notes collateralized by a second priority
lien. The collateral package pledged to AES' secured debts
consists of all of the capital stock of AES' material domestic
subsidiaries and 65% of the capital stock of AES' foreign
subsidiaries. In addition, Fitch revised AES' Rating Outlook to
Stable from Negative.


AIR CANADA: Pursuing Another MOU for Lease of 59 More Aircraft
--------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

              Status of aircraft lease negotiations

Air Canada said that it has completed memoranda of understanding
covering an additional 14 aircraft with three different aircraft
lessors bringing to 135 the total number of aircraft with
restructured leases and is in the process of finalizing memoranda
of understanding on another 59 aircraft with 12 different lessors.
These 194 aircraft represent approximately 60 per cent of Air
Canada's fleet. Substantive discussions are currently underway
with respect to the balance of the fleet.

Air Canada is recommencing lease payments as memoranda of
understanding are completed.

Announcements on these various agreements will be made during the
course of the coming weeks.


ALASKA COMMS: Completes $182MM Senior Notes Private Placement
-------------------------------------------------------------
Alaska Communications Systems Holdings, Inc. has completed the
issuance of $182 million aggregate principal amount of 9-7/8%
senior unsecured notes due 2011 at an issue price of approximately
96.7% in a private placement as previously announced.

The Notes are guaranteed by the Company's parent, Alaska
Communications Systems Group, Inc. (Nasdaq:ALSK), and certain of
the Company's subsidiaries.

The Company also entered into a new $250 million bank credit
facility consisting of a term loan facility in an aggregate
principal amount of $200 million and an undrawn revolving credit
facility in an aggregate principal amount of $50 million.

As previously announced, the purpose of the simultaneous issuance
of the Notes and the borrowings under the Company's new bank
credit facility was to repay all outstanding amounts under the
Company's then existing bank credit facility. The new financings
provide additional balance sheet cash for the continued investment
in the Company's future growth initiatives and solidifies the
Company's capital structure by extending the first significant
debt maturities from 2006 to 2009.

The Notes are not registered under the Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and any applicable state securities laws.

ACS (S&P, B+ Corporate Credit Rating, Stable) is the leading
integrated, facilities-based telecommunications services provider
in Alaska, offering local telephone, wireless, Internet and
interexchange services to business and residential customers
throughout Alaska. ACS currently services approximately 339,000
lines, 83,000 wireless customers, 45,000 Internet customers, and
44,000 long distance customers. More information can be found on
the Company's Web site at http://www.alsk.com


AMERCO: Court Approves Establishment of Trading Ethical Wall
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of AMERCO and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the District of Nevada for certain
Committee members to trade in Amerco's securities upon the
establishment and implementation of an "Ethical Wall".

As previously reported, the term "Ethical Wall" refers to a
procedure established by an institution to isolate its trading
activities from its activities as a member of an official
creditors' committee.  An Ethical Wall requires, among other
things, the employment of different personnel to perform committee
functions and trading functions, physical separation of the office
and file spaces, procedures for securing committee-related files,
separate telephone and facsimile lines for trading activities and
committee activities, and special procedures for the delivery and
posting of telephone messages.

Judge Zive declared that a Committee member acting in any capacity
will not violate its duties as a Committee member -- and,
therefore, will not subject its claims to possible disallowance,
subordination or other adverse treatment -- by trading in Amerco's
stock, notes, bonds debentures, buying or selling participations
in any of Amerco's debt obligations, or other claims not covered
by Rule 3001(e) of the Federal Rules of Bankruptcy Procedure
during the pendency of Amerco's case, provided that the Committee
member implements an Ethical Wall to insulate its trading
activities from the activities related to its Committee service.

The Court established these procedures:

    (1) Each Securities Firm will cause a duly authorized
        representative of that Securities Firm to execute a
        memorandum acknowledging that Committee Personnel may
        receive non-public information regarding the Debtor and
        that they are aware of the Screening Wall Procedures;

    (2) The memorandum will state that the Securities Firm is in
        compliance with the provisions of the Court Order and a
        copy of each memorandum will be forwarded to the
        Committee's counsel;

    (3) Committee Personnel of each Securities Firm will be
        different from that Securities Firm's trading personnel
        and will use physically separate office space, file
        space, phone lines and facsimile lines for the
        performance of their responsibilities;

    (4) Committee Personnel will not directly or indirectly share
        any non-public information concerning the Debtor or this
        Chapter 11 case with any other employees of their
        Securities Firm, except:

        (a) senior management of the Securities Firm who, due to
            its duties and responsibilities, has a legitimate
            need to know the information, provided that these
            individuals otherwise comply with the Screening Wall
            Procedures and use the information only in connection
            with their senior managerial responsibilities;

        (b) regulators, auditors and designated legal personnel
            for the purpose of rendering legal and compliance
            advice to Committee Personnel who will not share the
            non-public information with any other employees; and

        (c) to the extent that the information may be accessible
            by internal computer systems, the Securities Firm's
            administrative personnel who service and maintain the
            systems each of whom will agree not to share the
            non-public information with other employees and will
            keep the information in files inaccessible to other
            employees; and

    (5) Committee Personnel will establish procedures for the
        maintenance of all documents containing non-public
        information received in connection with, or generated
        from, Committee activities in secured files, which are
        physically separated from, and inaccessible to, other
        employees of their Securities Firm. (AMERCO Bankruptcy
        News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


AMERICAN PAD: Completes Sale of Assets to Crescent Capital Unit
---------------------------------------------------------------
Crescent Capital Investments, Inc. announced that an affiliate
company (Ampad Holdings Corporation) has completed acquisition of
American Pad & Paper LLC, marking Ampad's successful emergence
from bankruptcy after only eight months.

Ampad is credited with inventing the legal pad in 1888 and is one
of North America's leading manufacturers and distributors of
writing pads, filing supplies, retail envelopes and specialty
papers.

David Crosland, Executive Director at Crescent Capital, stated,
"Our goal is to invest in good companies with capable management
teams and a significant market presence with the potential for
long-term growth. Ampad's brand has been a respected name in the
office products industry for over 100 years. Now combined with
Crescent Capital's financial strength and backing, we expect Ampad
will increase its market leadership in the future."

Mark Lipscomb, Ampad's President and CEO, stated, "This outcome
has far reaching benefits for Ampad. Even during bankruptcy, with
the continued support of our vendors, customers and employees, we
were able to grow our sales and received prestigious awards for
service from two of our largest customers -- Staples and Wal*Mart.
Now Ampad is emerging from Chapter 11 an even stronger, more
viable competitor; our customers will continue to have a leading
source of high-quality office products; and Crescent Capital's
equity contribution will help assure a solid financial foundation
so Ampad can expand its market position."

A major factor in Ampad's successful exit from Chapter 11 was the
timely and focused cooperation the key parties and their advisors
exhibited to reach a consensual solution. Those parties include:
Bank of America which provided the DIP financing; Ampad along with
its advisors, Gardere Wynne Sewell LLP and Blackhill Partners,
LLC; the Official Unsecured Creditors Committee, represented by
Jenkins & Gilchrist Parker Chapin LLP and Ernst & Young LLP; and
Crescent Capital, which was advised by King & Spalding LLP and
Casas, Benjamin & White, LLC.

Under the terms of the acquisition, Crescent Capital has invested
$27 million of capital into Ampad. Ampad has also been provided
with a $34.5 million revolving credit facility by PNC Bank to
support its future business operations.

Crescent Capital Investments, Inc. is an Atlanta-based private
equity firm founded in 1997. It has over $500 million in capital
resources with over $100 million in equity available for each
transaction. Since 1998, Crescent has completed eleven
transactions with an aggregate enterprise value of nearly $1
billion.

The other companies in Crescent Capital's current portfolio also
represent unique positions in their diverse industries. Cirrus
Industries, Inc. is the second largest manufacturer of single-
engine, piston-powered, general aviation aircraft in the world;
MediFAX-EDI is a leading provider of health care information
services; Caribou Coffee Company, Inc. is a specialty retailer of
premium brewed and roasted whole bean coffee as well as teas,
bakery goods and related products; Lee Industries is the number-
one manufacturer of commercial paving equipment; DVT Corporation
is a provider of technology-based machine vision systems; Smart
Document Solutions, LLC is the leading provider of medical records
release of information services in the United States;
Transportation Safety Technologies, Inc. is a technological leader
in the manufacture of specialty electrical components and safety
products for the truck, utility and emergency vehicles in the
United States; and WaterMark Paddlesports, Inc. is one of the
premier outdoor sporting goods companies in the nation. Further
information on Crescent can be found at
http://www.crescentcapital.com

Ampad is a leading manufacturer and distributor of writing pads,
filing supplies, retail envelopes and specialty papers and serves
many of the largest and fastest growing office products retailers
and distributors in North America. Additional information on Ampad
can be found at http://www.ampad.com


AMERICAN SOUTHWEST: Class B-2 & B-3 Ratings Affirmed at BB/CCC
--------------------------------------------------------------
Fitch Ratings upgrades the following classes of American Southwest
Financial Securities Corp., commercial mortgage pass-through
certificates, Series 1993-2:

     -- $7.7 million class A-2 to 'AA+' from 'AA';

     -- $6.4 million class B-1 to 'A' from 'BBB+'.

Fitch also affirms the following classes:

     -- $37 million class A-1 'AAA';

     -- Interest-only classes S-1 and S-2 'AAA';

     -- $6.4 million class B-2 'BB';

     -- $6.4 million class B-3 'CCC'.

Fitch does not rate the class C certificates. The rating upgrades
and affirmations follow Fitch's annual review of this transaction,
which closed in December 1993.

The rating upgrades are a result of continued overall pool
performance and additional credit enhancement provided by loan
payoff and amortization. As of the August 2003 distribution date,
the pool's aggregate balance has been reduced by 48.9%, to $65.8
million from $128.7 million at issuance.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2002 financials for 100% of the outstanding pool balance.
The weighted average debt service coverage ratio for comparable
loans was 1.51 times for YE 2002, compared to 1.49x at YE 2001 and
1.42x at issuance.

Eleven of the original 30 loans remain in the pool. Currently,
there are no delinquent or specially serviced loans. Fitch is
concerned that the pool has become more concentrated, with the top
five loans representing 67% of the pool. However, the top five
loans have a strong DSCR of 1.54x for YE 2002, compared to 1.45x
at issuance.

Fitch considered one loan (3.9%) to be of concern. The loan is
secured by an industrial property located in Tucson, AZ having a
vacancy problem. Although the property is only 60% occupied, the
DSCR is 1.06x. Fitch applied various hypothetical stress scenarios
taking into consideration all of the above concerns. Even under
these stress scenarios, the resulting subordination levels remain
sufficient for the upgrades. Fitch will continue to monitor this
transaction, as surveillance is ongoing.


ARVINMERITOR INC: Juan De La Riva to Head Light Vehicle Systems
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) announced the appointment of Juan
De La Riva to the position of senior vice president and president,
Light Vehicle Systems, effective immediately.

He will report to ArvinMeritor's President and Chief Operating
Officer Terry O'Rourke.

As president of LVS, De La Riva will be responsible for overall
strategic management of the company's $4.5 billion passenger
vehicle components and modules and systems business, including air
and emissions technologies, aperture and undercarriage businesses.
His focus is on growth strategies, global expansion and enhanced
product quality.

"Juan's extensive knowledge of our industry and our global
customers, as well as his strong leadership skills, lean
manufacturing experience and financial insight will ensure the
success of this organization," said O'Rourke. "He more than proved
his ability to drive results when he helped lead the highly
successful ArvinMeritor integration process in July 2000, which
exceeded the synergy goals."

In his previous position at ArvinMeritor, De La Riva was
responsible for Corporate Development & Strategy, Engineering and
Procurement.  Before the July 2000 merger of Arvin Inc. and
Meritor Automotive Inc., De La Riva held the positions of senior
vice president, Business Development and Strategy, senior vice
president of Communications until August 1999, and was named a
corporate officer of Meritor in February 1999.

In early 1994, De La Riva joined the company as a director of
Rockwell do Brasil S.A., and served as chairman of Rockwell's
South American council.  He was named managing director of
Rockwell Automotive's Light Vehicle Systems' wheels business in
Limeira, Brazil, later that year.  Before coming to ArvinMeritor,
De La Riva was director and partner in Amtech Com e Ind.

De La Riva began his professional career in the New York marketing
and sales department of Bendix Corporation's international
division.  In 1978, following a series of promotions and
appointments, he was transferred to Allied-Signal in Brazil, where
he was promoted to vice president of Engineering, Marketing and
Sales.  In 1981, De La Riva was appointed vice president and
general manager of Allied-Signal's friction materials business for
the South American region.

De La Riva holds a bachelor of science degree in business from
City University of New York and a master's of business
administration in finance from the University of Detroit.

De La Riva will replace Craig Stinson who has decided to pursue
other endeavors outside the company.  "We are indebted to Craig's
commitment and dedication to the company as well as to the
numerous contributions he has made throughout his career at
ArvinMeritor," said O'Rourke.

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


ASCENT ASSURANCE: Forms Committee to Negotiate Debt Extension
-------------------------------------------------------------
Ascent Assurance, Inc. (OTC Bulletin Board: AASR) has received a
letter from its largest shareholder and creditor, Credit Suisse
First Boston, indicating that CSFB is prepared to begin
discussions concerning the terms on which CSFB would be willing to
extend the April 17, 2004 maturity date of the Company's 12% Note
and the March 24, 2004 mandatory redemption date of the Company's
Series A Convertible Preferred Stock. Both the note and the
preferred stock are held by entities affiliated with CSFB.

Ascent also announced that its Board of Directors has formed a
special committee consisting of the Board's four independent
directors to evaluate and negotiate the terms of any such
extension with CSFB. The special committee expects to retain legal
counsel and an independent financial advisor to assist it in
evaluating the fairness of the terms of any transaction to be
entered into with CSFB. There can be no assurance that the
negotiations with CSFB will result in a successful extension of
the maturity dates of either the note or the preferred stock.

Ascent Assurance, Inc. is an insurance holding company primarily
engaged in the development, marketing, underwriting and
administration of medical-surgical expense, supplemental health,
life and disability insurance products to self-employed
individuals and small business owners. Marketing is achieved
primarily through the career agency force of its marketing
subsidiary. The Company's goal is to combine the talents of its
employees and agents to market competitive and profitable
insurance products and provide superior customer service in every
aspect of operations. For more information about the company,
visit http://www.ascentassurance.com

                         *      *      *

                         CSFB Financing

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

"Ascent received debt financing to fund an $11 million capital
contribution to FLICA in April 2001 from Credit Suisse First
Boston Management Corporation, which is an affiliate of Special
Situations Holdings, Inc. - Westbridge (Ascent's largest
stockholder). The credit agreement relating to that loan provided
Ascent with total loan commitments of $11 million, all of which
were drawn in April 2001. The loan bears interest at a rate of 12%
per annum and matures in April 2004. Absent any acceleration
following an event of default, Ascent may elect to pay interest in
kind by issuance of additional notes. During the three months
ended June 30, 2003, Ascent issued $427,000 in additional notes
for payment of interest in kind which increased the notes payable
balance to CSFB at June 30, 2003 to approximately $14.4 million.
Terms of the CSFB Credit Agreement are equivalent to terms that
exist in arm's-length credit transactions. Ascent must obtain
additional financing to retire the note payable when it matures in
April 2004 or restructure the terms of the note. Failure of Ascent
to successfully refinance the note payable would have a material
adverse impact on Ascent's liquidity, capital resources and
results of operations.

"The Company has authorized 40,000 shares of non-voting preferred
stock. At June 30, 2003, 35,654 shares of preferred stock were
outstanding, all of which are owned by Special Situations
Holdings, Inc. - Westbridge, which is Ascent's largest common
stockholder and is also an affiliate of CSFB. Dividends on
Ascent's preferred stock are payable in cash or through issuance
of additional shares of preferred stock at the option of Ascent.
On June 30, 2003, preferred stock dividends accrued in the second
quarter of 2003 were paid through the issuance of 890 shares of
preferred stock.

"The preferred stock is mandatorily redeemable in cash on March
24, 2004 in an amount equal to the stated value per share plus all
accrued and unpaid dividends thereon to the date of redemption.
Ascent must obtain additional financing to retire the preferred
stock when due or restructure the terms of the preferred stock.
Failure of Ascent to successfully refinance the preferred stock
would have a material adverse impact on Ascent's liquidity,
capital resources and results of operations."


AURA SYSTEMS: Liquidity Concerns Raise Going Concern Uncertainty
----------------------------------------------------------------
In connection with the audit of Aura Systems Inc.'s consolidated
financial statements or the year ended February 28, 2003, the
Company received a report from its independent auditors that
includes an explanatory paragraph describing uncertainty as to the
Company's ability to continue as a going concern.

The Company continues to experience acute liquidity challenges.
The Company had cash of approximately $100,000 and $200,000 at May
31 and February 28, 2003, respectively. For the three months ended
May 31, 2003 and the year ended February 28, 2003, the Company
incurred a net loss of approximately $2,200,000 and $16,100,000,
respectively, on net revenues of approximately $100,000 and
$1,100,000, respectively. The Company had working capital
deficiencies at May 31 and February 28, 2003 of approximately
$12,700,000 and $15,600,000, respectively. These conditions,
combined with the Company's historical operating losses, raise
substantial doubt as to the Company's ability to continue as a
going concern. At July 31, 2003, the Company had less than
$100,000 of cash.

The Company requires additional debt or equity financing to fund
ongoing operations. The Company is seeking to raise additional
capital; however, there can be no assurance that the Company will
raise sufficient capital to fund ongoing operations. The issuance
of additional shares of equity in connection with such financing
could dilute the interests of existing stockholders of the Company
and such dilution could be substantial. The Company must increase
its authorized shares in order to be able to sell common equity
and intends to propose to stockholders such action as well as a
reverse stock split of its common shares; there can be no
assurance that either such action will be approved. The inability
to secure additional funding could result in the Company having to
cease operations.

The cash flow generated from the Company's operations to date has
not been sufficient to fund its working capital needs, and the
Company does not expect that operating cash flow will be
sufficient to fund its working capital needs in its fiscal year
ending February 28, 2004. In the past, in order to maintain
liquidity, the Company has relied upon external sources of
financing, principally equity financing and private and bank
indebtedness. The Company expects to fund any operating shortfall
in the current fiscal year from cash on hand, sales of non-core
assets and external financings. Currently, the Company has no firm
commitments from third parties to provide additional financing and
there can be no assurance that financing will be available at the
times or in the amounts required.  If financing cannot be arranged
in the amounts and at the times required, the Company will cease
operations. The Company has no bank line of credit.


BARRINGTON FOODS: Delays Filing of Form 10-K with SEC
-----------------------------------------------------
Barrington Foods International Inc. (OTC BB: BFII) announced that
due to scheduling issues with its accountant the filing of the
second quarter 10-K report has been delayed. A five-day extension
has been requested from the Securities and Exchange Commission;
however, in the event that the report is not filed on time, the
company may experience an "E" affixed to its symbol (BFIIE).

The company is current in all of its required filings to date.
Barrington also announced that it is currently evaluating
opportunities for capital infusion and expanding markets. There
will be additional announcements in the near future when plans are
finalized. Further, information about Barrington Foods can be
found at its Web site http://www.barringtonfoods.com

Barrington Foods' March 31, 2003 balance sheet shows a working
capital deficit of about $1 million, and a total shareholders'
equity deficit of about $1 million.


BAYVIEW FIN'L: Fitch Affirms BB/B Ratings on Four Note Classes
--------------------------------------------------------------
Fitch Ratings has affirmed the following Bayview Financial
Acquisition Trust Issue:

                Series 1998-1 GROUP 1:

        -- Class IA 'AAA';
        -- Class IO-I 'AAA';
        -- Class IM1 'AA';
        -- Class IM2 'A';
        -- Class IM3 'BBB;
        -- Class IM4 'BBB;
        -- Class IB1 'BB';
        -- Class IB2 'B'.

Series 1998-1 GROUP 2:

        -- Class II-A 'AAA';
        -- Class IO-II 'AAA';
        -- Class IIM1 'AA';
        -- Class IIM2 'A';
        -- Class IIM3 'BBB;
        -- Class IIM4 'BBB;
        -- Class IIB1 'BB';
        -- Class IIB2 'B'.

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


BEAR STEARNS: Fitch Affirms BB+/BB- on 2 Series 1998-C1 Classes
---------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Inc.'s commercial mortgage pass-through certificates, series 1998-
C1, as follows:

     -- $74 million class A-1 'AAA';
     -- $417.2 million class A-2 'AAA';
     -- Interest only class X 'AAA';
     -- $35.7 million class B 'AA';
     -- $32.2 million class C 'A';
     -- $32.2 million class D 'BBB';
     -- $8.9 million class E 'BBB-';
     -- $12.5 million class F 'BB+';
     -- $5.4 million class H 'BB-'.

Fitch does not rate the $12.5 million class G, $17.9 million class
I, $4.6 million class J or $5.9 million class K certificates.
These ratings affirmations follow Fitch's annual review of the
transaction, which closed in June 1998.

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

ORIX Capital Markets, the master servicer, collected year-end 2002
financials for 97% of the pool balance. Based on the information
provided the resulting YE 2002 weighted average debt service
coverage ratio is 1.89 times, compared to 1.58x at issuance for
the same loans.

Currently, four loans (3%) are in special servicing. The largest
loan is secured by four industrial properties in Rochester, New
York, and is currently real estate-owned. GMACCM Investment
Committee approved to list the four properties for sale. The next
largest specially serviced loan is secured by a 179,619 square
foot retail property in St. Johnsbury, Vermont and is current.
Ames, which was the largest tenant, filed for bankruptcy and
rejected the lease. The loan has remained current while the vacant
space has been marketed. Five loans (2.51%) reported YE 2002 DSCRs
below 1.00x. Expected losses and other stress scenarios were
factored into Fitch's analysis of the pool. The resulting credit
enhancement remained sufficient to affirm the transaction.

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


BOUNDLESS CORP: Jeffrey A. Hilk Appointed as New VP of Sales
------------------------------------------------------------
Boundless Corporation (OTC Bulletin Board: BDLS) has appointed
desktop display veteran, Jeffrey A. Hilk, as Vice President,
Sales.

Mr. Hilk will lead the worldwide sales team and report directly to
Mr. Joseph Joy, president and CEO.

Mr. Joy commented, "Jeff has broad experience in this business.
Not only does he have a proven track record in sales, he has a
diverse background in business development, engineering and
operations management as well. Jeff is poised to help our company
apply resources and capabilities to the specific needs of our
customers. As our emergence from bankruptcy draws near and our
order rate steadily grows, Jeff's goal will be to hasten the pace
of regaining our full market share and former revenue levels. The
management team is very pleased to have Jeff accept this new
position and these responsibilities."

"Formerly, the company had a combined sales, business development,
and product marketing/planning function," said Tony Giovaniello,
VP, Business Development. "The new organization offers additional
focus on sales, and the other supporting business development
functions. Not only we will be able to touch more current and
prospective customers with our expanded sales team, we'll be able
to provide a higher quality exchange through an increased focus on
marketing, alliances, and new products."

Added Mr. Joy, "This change allows Tony to focus on our next
generation of desktop products, our services business development
and expanding our footprint in the Point-of-Sales and Services
markets. This is an investment by the Company in shifting from
short-term survival-only mode to longer-term value creation for
all of our stakeholders."

In accepting his new position, Mr. Hilk stated, "I am pleased to
have this opportunity to work closely with Boundless' customers
and channel partners. I also am excited about working with the
excellent and very experienced sales team at Boundless. There are
many opportunities today for our current terminal products as well
as the new products to be offered during the rest of the year."

Boundless Corporation is a global technology company with two
subsidiaries: Boundless Technologies, Inc. --
http://www.boundless.com-- a desktop display products company,
and Boundless Manufacturing Services, Inc. --
http://www.boundless.com/manufacturing-- an emerging EMS company
providing build-to-order systems manufacturing, as well as
complete end-to-end solutions from design through product end-of-
life to its customers.

Boundless Corporation filed for Chapter 11 protection on March 12,
2003, in the U.S. Bankruptcy Court for the Eastern District of New
York (Central Islip) (Lead Bankr. Case No. 03-81558).


BOYD GAMING: Fitch Affirms Bank & Bond Ratings at Low-B Levels
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Boyd Gaming
Corporation's senior secured bank credit facility at 'BB+', senior
unsecured at 'BB-' and senior subordinated notes at 'B+'.

The ratings reflect the company's geographically diverse asset
base, strong free cash flow generation, focused balance sheet
management and visible growth prospects (namely, The Borgata).
Offsetting factors include the material tax increases enacted in
Illinois, Nevada and New Jersey in 2003 which are expected to
result in a $15 million - $20 million hit to run-rate EBITDA.
Longer term, risk factors include new competition for Boyd's Delta
Downs facility, where Pinnacle Entertainment plans to open its new
casino facility in early 2005, and the potential for a Native
American casino within 15 miles of Boyd's Blue Chip Casino in
Michigan City. Recently announced capital spending plans at these
two properties could minimize the impact; however, Fitch believes
that the combined hit to EBITDA in 2005 could be in the $35
million - $50 million range.

The Rating Outlook is Stable.

Boyd's primary growth opportunity, The Borgata, a $1.1 billion
50/50 Atlantic City joint venture project with MGM MIRAGE, opened
July 3, 2003. As the first must-see 'Las Vegas-style' casino-
resort in the market and the first major opening in over 13 years,
Fitch expects the property to ramp up relatively quickly to a
leading market position, with annual EBITDA in the $160 million -
$180 million range. Funding for the Borgata includes equity
contributions from both sponsors of $226 million each, $188.4
million of which is funded to date. In addition, $621 million of
Borgata project costs are being drawn under a $630 million bank
agreement, which is non-recourse to both BYD and MGG. Under the
terms of the bank agreement, no funds may be advanced to Boyd or
MGM MIRAGE for a full seven quarters after opening, and only then,
provided certain performance milestones are met. However, Boyd's
equity stake in the property provides further asset support to the
company's risk profile.

For the first half of 2003, Boyd faced challenging operating
conditions throughout its portfolio. For the six-month period,
EBITDA fell 4.7% year-over-year to $135.0 million, while same-
store property EBITDA (excluding Delta Downs, which opened Feb
2002) fell 7.6%. EBITDA margin for the period was down 200 basis
points (bps), to 21.3%. Bright spots during the period included
Sam's Town Las Vegas which posted solid EBITDA gains (+20.0% to
$19.1 million), and Delta Downs (+61.7% to $15.5 million) due in
part to the partial quarter comparison in first quarter 2003. For
the property's first full quarter comparison, EBITDA increased
39.2% due to margin improvement. Aside from these properties, Boyd
faced declines at the balance of its portfolio. Gaming tax
increases negatively affected operating results at Blue Chip in
Indiana and Par-A-Dice in Illinois, while higher costs hurt the
Downtown Properties' niche Hawaiian charter business.

Over the past six quarters, Boyd's credit profile has improved
dramatically thanks to improved operating results, incremental
EBITDA from Delta Downs and focused debt reduction. At
June 30, 2003, last twelve month leverage and coverage stood at
4.1 times and 3.0x, respectively, versus 4.4x and 2.7x in the
prior year period and 5.1x and 2.4x at year-end 2001. During the
first half of 2003, Boyd reduced debt by $35.5 million, bringing
debt to $1.1 billion. Free cash flow was also used for stock
repurchases for the first time in company history. Management
repurchased 991,100 for $12.2 million leaving an additional 1.0
million shares under its current authorization. For the remainder
of 2003, the majority of free cash flow will be allocated to two
new capital projects (Delta Downs and Blue Chip) and common
dividend payments of approximately $19.0 million annually. In
addition, Boyd's share repurchase program (which has 1.0 million
shares remaining) remains in effect.

Fitch believes Boyd management is comfortable with current
leverage and debt levels, thus debt repayment will likely be less
of a priority going forward. Credit ratios at fiscal year-end 2003
are expected to remain flat or improve modestly from current
levels, despite new capital spending plans, planned dividend
payments, and projected share repurchases. For 2003, this assumes
flat to a slight decrease in EBITDA over the prior year (excluding
Borgata). Even at the low end of this scenario, Fitch estimates
that Boyd would finish 2003 with 4.0x leverage and 3.0x interest
coverage (unadjusted for Borgata debt). For 2004, Fitch expects
capital spending and dividends to usurp free cash flow, but with
equity funding requirements for the Borgata complete, leverage
should improve slightly due to projected EBITDA growth of 5% and
stable debt levels.

Beyond 2004, Boyd has a number of internal development projects
under consideration. While no definite plans have been decided on,
a key opportunity for Boyd is redevelopment of the historical
Stardust casino/hotel. Located at the northern end of the Las
Vegas Strip, the value of the Stardust should increase
significantly with the opening of Steve 'Wynn Las Vegas'
megaresort across the street in Spring 2005. At Par-A-Dice in
Illinois, potential casino expansions and/or hotel additions are
also under consideration; however, the recent enactment of a steep
gaming tax increase in Illinois (effective July 1, 2003) may
shelve expansion plans there indefinitely.

Liquidity remains adequate. At June 30 2003, the company had $77
million in cash and an estimated $273 million in availability
under the revolving credit facility. However, availability will be
reduced later in October 2003 when $122.2 million in 9.25% senior
notes are redeemed. Thereafter, Boyd's nearest maturity is not
until 2007 and 2008 when outstandings under the $400 million
revolving bank facility and $100 million term loan, respectively,
come due. At June 30, 2003, Boyd had $1.1 billion in debt, split
50/50 between senior and subordinated, 80% of which was fixed.


CEDRIC KUSHNER: June 30 Balance Sheet Upside-Down by $8.4 Mill.
---------------------------------------------------------------
Cedric Kushner Promotions Inc.'s revenues decreased by
approximately $9,860,500, or 84%, from approximately $11,735,000
for the six months ended June 30, 2002 to approximately $1,874,200
for the six months ended June 30, 2003. Contributing significantly
to the revenue decline is the number of televised events promoted
during the six months ended June 30, 2003 compared to the same
period during the prior year. The Company had relatively fewer
premium cable licensing fees due to the expiration of contracts
with premium level boxers. In addition, the Company experienced a
decrease in activity from its talent command premium cable-
licensing fees.

At June 30, 2003, CKB's cash's balance indicated an overdraft of
$15,475 (reflected as a current liability on its balance sheet),
compared to a balance of approximately $782,000 at June 30, 2002.

The Company incurred a net loss of approximately $3,756,200 during
the six months ended June 30, 2003. In addition, the Company had a
working capital deficiency of approximately $9,233,500, and a
stockholders' deficiency of approximately $8,393,800 at June 30,
2003, and operating cash constraints that raise substantial doubt
about the Company's ability to continue as a going concern.

There can be no assurance that sufficient funds required during
the next twelve months or thereafter will be generated from
operations or that funds will be available from external sources
such as debt or equity financings or other potential sources. The
lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially curtail
or cease operations and would, therefore, have a material adverse
effect on its business. Further, there can be no assurance that
any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive
effect on the Company's existing shareholders.


CONSECO INC: Wants to Assign 2 Hangar Leases to IndyCar Aviation
----------------------------------------------------------------
Conseco entered into a Hangar 75 Lease on April 14, 1989 with the
Indianapolis Airport Authority.  With the Airport Authority's
consent, Conseco assigned its rights, title and interest in the
Hangar 75 Lease to Lincoln Income Life Insurance Company.
Lincoln subleased the Hangar 75 premises back to Conseco.
Lincoln constructed an airplane hangar and related improvements
at the Hangar 75 premises.  Bankers National Life Insurance
Company, as successor by merger to Lincoln, and the Authority,
amended the Hangar 75 Lease to include BNLIC.

On April 4, 1994, Conseco and the Airport Authority entered into
the Hangar 76 Lease.  Pursuant to the Lease, Bankers National
constructed an airplane hangar and related improvements at Hangar
76 Premises.


Now, Conseco and Bankers National propose to assign to IndyCar
Aviation LLC, all of their rights, title and interest in the
Hangar 75 and the Hangar 76 Leases.  IndyCar will buy all
personal property and equipment located on the Hangar premises
from BNLIC for $1,900,000.

The Debtors will transfer these properties that are located at
the Hangars to IndyCar:

   -- office furniture and furnishings,
   -- two fax machines,
   -- telephone system,
   -- data network, and
   -- two tugs.
(Conseco Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONSOLIDATED FREIGHTWAYS: TransForce Acquires CF Canada Group
-------------------------------------------------------------
Canadian Freightways announced TransForce Income Fund's successful
bid to acquire the CF Canada Group of Companies, including
Calgary-based Canadian Freightways. The Montreal-based TransForce
is a known leader in the Canadian transportation and logistics
industry.

CF Canada was sold as its parent company, Consolidated Freightways
Corporation headquartered in Vancouver Washington, continues to
sell its assets since announcing bankruptcy in September 2002.

Speaking for CF Canada, President and Chief Executive Officer
Darshan Kailly says the new ownership will provide growth
opportunities for the company and its customers. "We are pleased
to be joining an organization with high standards of performance.
We will continue to provide CF Canada customers with the very best
in service and our team with a rewarding place to work," he says.

As part of the TransForce group, Canadian Freightways' 68 years of
experience is now reinforced by a parent company that has proven
capabilities and resources in the North American transportation
industry. As a wholly-owned independent subsidiary, the company
will continue to leverage the expertise of its senior management
team and the commitment of its entire staff to provide customers
with the service excellence they depend on.

The CF Canada Group of Companies consists of: Canadian
Freightways, Epic Express and Click Express (specializing in time
definite, less-than-truckload service across North America); CF
Parcel Express and Epic Parcel Express (Canadian parcel services);
UTL Transportation Services, (North American truckload services);
Universal Contract Logistics (dedicated fleet services); M&C,
(customs brokerage and international freight forwarding); the
Sufferance Warehouse Group and Stream Inventory Logistics
(warehousing), Tractive Express (equipment for hire), and; FIT
Solutions (logistics).

Over the past year, while the ownership outcome was pending,
Canadian Freightways continued to offer industry-leading
performance. Between Canada and the United States, 98 per cent of
its shipments were delivered on time, and in Canada this figure
rose to an almost perfect 99 per cent. This year Canadian
Freightways is forecasting another profitable year despite what
has been and will continue to be a challenging economic
environment.

"Now that the ownership issue has been resolved with an outcome
that is positive for our customers, team, and business partners,
we can get down to the business of expanding our capabilities,
enhancing our customer service and growing our business," says
Kailly.

Canadian Freightways has been operating in Canada since 1935 and
today employs 1500 people. Specializing in guaranteed time-
definite and expedited transportation, customs brokerage and
supply chain services across Canada and the United States, the
company provides service to businesses who expect to create
competitive advantage with their supply chain. The company can be
found on the Web at http://www.canadianfreightways.com


CONSOLIDATED FREIGHTWAYS: Canadian Assets Sold for C$69 Million
---------------------------------------------------------------
TransForce Income Fund (TSX : TIF.UN), a leader in the Canadian
transportation and logistics industry, was successful in its bid
to purchase substantially all the assets of Canadian Freightways
Limited and certain of its subsidiaries. The purchase price is
CDN$69.6 million plus assumption of loans and credit facilities of
approximately CDN$15.0 million. The acquisition is expected to
close before the end of this year.

The bid was accepted by Canadian Freightways' parent company,
Consolidated Freightways Corporation, and was approved by the
United States Bankruptcy Court in California on August 25, 2003.
Court approval was necessary due to Consolidated Freightways
Corporation being under Chapter 11 proceedings in the United
States. Canadian Freightways itself is not under bankruptcy
protection in the U.S. or in Canada.

Canadian Freightways is headquartered in Calgary, Alberta and its
operations in Canada and the United States include less-than-
truckload, truckload, sufferance warehouses, customs brokerage,
international freight forwarding, fleet management and logistics
management. The combined revenues of Canadian Freightways for its
last fiscal year were approximately CDN$236 million.

"Canadian Freightways is a profitable, well-managed enterprise and
adding this company to the TransForce group will provide
unparalleled coverage to our customers across Canada and beyond.
Moreover, the addition of Canadian Freightways will increase our
range of services and significantly augment our business," said
Alain B,dard, President and CEO of TransForce.

TransForce intends to operate Canadian Freightways as an
independent division and will retain its current management and
staff of approximately 1,500 people under the direction of Mr.
Darshan Kailly, President of Canadian Freightways.

TransForce Income Fund -- http://www.transforce.ca--
headquartered in Montreal, Quebec, is one of Canada's leading
transport and logistics companies. TransForce, through its
businesses, operates in four well-defined business segments: Less
Than Truckload and Parcel Delivery, Truckload, Specialized
Truckload and Logistics and Warehousing Services. TransForce
offers its services across North America with a focus on Eastern
Canada. TransForce's trust units (TIF.UN) are listed on the
Toronto Stock Exchange.


COX COMMS: Commences Tender Offer for Exch. Discount Debentures
---------------------------------------------------------------
Cox Communications, Inc. (NYSE: COX) is commencing a cash tender
offer to purchase any and all of its outstanding Exchangeable
Subordinated Discount Debentures due 2020. The offer is being made
upon the terms and is subject to the conditions set forth in an
Offer to Purchase dated August 26, 2003.

Total consideration for the Discount Debentures validly tendered
and not validly withdrawn prior to 5 p.m., New York City time, on
September 9, 2003 will be a price of $510.00 for each $1,000
principal amount at maturity of the Discount Debentures. The
tender offer consideration for the Discount Debentures validly
tendered after 5 p.m., New York City time, on September 9, 2003,
but before the expiration of the offer at midnight, New York City
time, on September 23, 2003, unless extended by Cox, will be a
price of $495.00 per Discount Debenture. In either case, holders
of the Discount Debentures that validly tender their Discount
Debentures will receive accrued and unpaid cash interest from the
last interest payment date to, but not including, the settlement
date. A more complete description of the tender offer can be found
in the Offer to Purchase.

Merrill Lynch & Co. and Citigroup Global Markets Inc. are acting
as dealer managers and Global Bondholder Services Corporation is
acting as information agent in connection with the tender offer.
Any questions or requests for assistance should be directed to
Merrill Lynch's Liability Management Group at (888) 654-8637 or
Citigroup's Liability Management Group at (800) 558-3745. For
additional information regarding the tender offer, reference
should be made to the Offer to Purchase and related Letter of
Transmittal, copies of which can be obtained from the information
agent at (866) 470-3900. Credit Suisse First Boston, Lehman
Brothers, UBS Investment Bank and Wachovia Securities are serving
as co-managers for the tender offer. None of Cox, its board of
directors, the dealer managers, the co-managers, the information
agent, the depositary or the trustee make any recommendation as to
whether or not holders should tender their Discount Debentures
pursuant to the tender offer.

Cox Communications, Inc., a Fortune 500 company, is a multi-
service broadband communications company with approximately 6.5
million total customers, including 6.3 million basic cable
subscribers. The nation's fourth-largest cable television
provider, Cox offers both analog cable television under the Cox
Cable brand as well as advanced digital video service under the
Cox Digital Cable brand. Cox provides an array of other
communications and entertainment services, including local and
long distance telephone under the Cox Digital Telephone brand;
high-speed Internet access under the Cox High Speed Internet
brand; and commercial voice and data services via Cox Business
Services. Local cable advertising, promotional opportunities and
production services are sold under the Cox Media(SM) brand. Cox is
an investor in programming networks including Discovery Channel.
More information about Cox Communications can be accessed on the
Internet at http://www.cox.com

At June 30, 2003, Cox's balance sheet shows that its total current
liabilities exceeded its total current assets by about $500
million.


CP KELCO: Significant Debt Burden Spurs S&P's Downgrade Action
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on hydrocolloid producer CP Kelco ApS to 'B' from 'B+'.
Wilmington, Delaware-based CP Kelco had approximately $675 million
of debt outstanding as of June 30, 2003. The current outlook is
negative.

"The downgrade reflects heightened concerns regarding CP Kelco's
sizable debt burden following the recent settlement of its lawsuit
against Pharmacia," said Standard & Poor's credit analyst Franco
DiMartino. Proceeds from the settlement agreement, while a
positive step in regard to near-term liquidity, were much lower
than anticipated and have substantially diminished CP Kelco's
prospects for reducing its sizable debt burden for the foreseeable
future.

Standard & Poor's said that its ratings on CP Kelco reflect a
below-average business position and a very aggressive financial
profile. CP Kelco is a leading producer of hydrocolloids, which
are used as thickeners, suspension agents, texturizers, binders,
and stabilizers in an array of industrial applications.


CROMPTON CORP: Zacks.com Says Dump the Stock Now
------------------------------------------------
Zacks.com says shareholders should dump their equity positions in
Crompton Corporation (NYSE:CK), adding the stock to its exclusive
list of Stocks to Sell Now.

These stocks are currently rated as a Zacks Rank #5 (Strong Sell).
Note that since 1988 the S&P 500 has outperformed the Zacks #5
Ranked stocks by 166.7% annually (11.3% vs. 4.2% respectively).
While the rest of Wall Street continued to tout stocks during the
market declines of the last few years, we were telling our
customers which stocks to sell in order to save themselves the
misery of unrelenting losses.

Among the #5 ranked stocks Zacks highlights Crompton Corporation
(NYSE:CK) this week.  To see the full Zacks #5 Ranked list of
Stocks to Sell Now then visit: http://stockstosellprbw.zacks.com/

Here is a synopsis of why Cromptom has a Zacks Rank of 5 (Strong
Sell) and should most likely be sold or avoided for the next 1 to
3 months. Note that a #5/Strong Sell rating is applied to 5% of
all the stocks we rank:

Crompton Corporation (NYSE:CK) is engaged in the sale and
manufacture of specialty chemicals and polymer processing
equipment controls. The second quarter turned out to be tough for
Crompton, as higher raw material and energy costs reduced unit
volume from a generally weaker global economic environment, while
lower selling prices had a negative impacted on earnings. For the
quarter, the company's earnings result fell short of Wall Street's
expectations while sales from continued operations fell -7% from
the prior year, due mainly to the divestiture of the industrial
specialties business in June 2002. Earnings estimates for both
this year and next are below levels from one month ago. It was a
difficult quarter for many companies that deal with chemicals,
including Cambrex (NYSE: CBM) for example. However, Crompton is
implementing a cost reduction program, and expects improved
results and improved cash flow from operations once external
factors improve. Therefore, it would probably be best for
investors to wait on a position in Crompton until an improved
environment adds more buoyancy to its earnings estimates.

For over 15 years the Zacks Rank has proven that "Earnings
estimate revisions are the most powerful force impacting stock
prices." Since 1988 the #1 Ranked stocks have generated an average
annual return of +33.6% compared to the (a)S&P 500 return of only
+11.3%. Plus this exclusive stock list has generated average gains
of +13.3% during the last 3 years; a substantial return compared
to the large losses suffered by most investors during that time
frame. Also note that the Zacks Rank system has just as many
Strong Sell recommendations (Rank #5) as Strong Buy
recommendations (Rank #1). And since 1988 the S&P 500 has
outperformed the Zacks #5 Ranked stocks by 166.7% annually (11.3%
vs. 4.2% respectively). Thus, the Zacks Rank system can truly be
used to effectively manage the trading in your portfolio.

For continuous coverage of Zacks #1 and #5 Ranked stocks, then get
your free subscription to "Profit from the Pros" e-mail newsletter
where we highlight stocks to buy and sell using our time tested
stock evaluation model. http://zacksrankprbw.zacks.com/

The Zacks Rank, and all of its recommendations, is created by
Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with
permission from Zacks & Co. on its web site for individual
investors.

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1981 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
experts, such as brokerage analysts and investment newsletter
writers, have superior knowledge about how to invest successfully.
Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
with a FREE subscription to "Profit from the Pros" weekly e-mail
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http://www.freeprofitbw.zacks.com

Zacks Investment Research is under common control with affiliated
entities (including a broker-dealer and an investment adviser),
which may engage in transactions involving the foregoing
securities for the clients of such affiliates.

                          *     *     *

As reported in Troubled Company Reporter's August 12, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on specialty chemicals and polymer products producer
Crompton Corp. out of investment grade to 'BB+' from 'BBB-' based
on ongoing earnings weakness.

At the same time, Standard & Poor's said that it removed the
ratings from CreditWatch where they were placed on July 24, 2003.
The current outlook is negative.

Standard & Poor's said that the downgrade reflects the likely
near-term continuation of the Middlebury, Connecticut-based
company's recent weak earnings performance, which is affecting its
already depressed financial profile.


CROWN BOOKS: Asks Court to Enter Final Decree to Close Cases
------------------------------------------------------------
The Liquidating Supervisor, Bernard A. Katz, and the Post-
Effective Date Committee want the U.S. Bankruptcy Court for the
District of Delaware to enter a final decree closing Crown Books
Corporation's chapter 11 cases.

The developments in Crown's chapter 11 cases militate in favor of
closing these cases because:

     i) the order confirming the Plan has become final and
        is no longer subject tot appeal;

    ii) the Plan has been substantially consummated and the
        Effective Date has occurred;

   iii) no significant property transfers remain unexecuted
        under the Plan;

    iv) all Plan payments required to date have been made; and

     v) no motions or contested matters remain unresolved in
        these cases.

The Committee submits that, as these cases have been substantially
administered, a final decree and order closing these Cases should
be granted. The possibility that this Court's jurisdiction will be
invoked with respect to unanticipated matters which might
subsequently arise presents no obstacle to the closing of these
Cases. The Court can retain jurisdiction over such matters as may
be prescribed by the Plan and the order confirming the plan,
including the interpretation and enforcement of any Plan provision
and orders of the Court.

Crown is the largest discount book retailer in the country and
also sells book-related and gift items. The Company filed for
chapter 11 protection on February 12, 2001 (Bankr. Del. Case No.
01-00407). Ronda L. Thomas, Esq., and David M. LeMay, Esq., at
Klett Rooney Lieber & Schorling PC serves as counsel to the Post-
Effective Date Committee.


CYBERADS INC: Hires Timothy L. Steers as New External Auditors
--------------------------------------------------------------
Weinberg & Company, P.A., by letter dated August 13, 2003, was
dismissed as the independent accountant for CyberAds, Inc.
Weinberg did not receive the termination letter until August 19,
2003. Weinberg had been the independent accountant for, and
audited the financial statements of, the Company.

The reports of Weinberg on the financial statements of the Company
for the past two fiscal years contained a modification expressing
substantial doubt about the Company's ability to continue as a
going concern. This modification was attributable to the
circumstance that the Company had suffered recurring losses from
operations, had a stockholders' deficit and a working capital
deficit.

The Company's Board of Directors unanimously approved the
dismissal of Weinberg.

The Company engaged Timothy L. Steers, CPA as its new independent
accountants as of August 13, 2003 as the Company's Board of
Directors determined that it would be more cost effective using
the services of Steers.


DELIA*S: Antitrust Condition for Acquisition by Alloy Satisfied
---------------------------------------------------------------
Alloy, Inc. (Nasdaq:ALOY) and dELiA*s Corp. (Nasdaq:DLIA)
announced jointly that on August 25, 2003, the Federal Trade
Commission granted early termination of the waiting period
required by the Hart-Scott-Rodino Antitrust Improvements Act of
1976 in connection with Alloy's proposed acquisition of dELiA*s.

As previously announced, on August 6, 2003 Alloy commenced a cash
tender offer to purchase all of the outstanding shares of Class A
common stock of dELiA*s for $0.928 per share, which is to be
followed by a cash merger at the same per share price, for a total
purchase price of approximately $50 million. The tender offer is
expected to be consummated promptly after the expiration of the
offer at midnight on September 3, 2003, unless extended.

Alloy, Inc. is a media, marketing services and direct marketing
company targeting Generation Y, a key demographic segment
comprising the more than 60 million boys and girls in the United
States between the ages of 10 and 24. Alloy's convergent media
model uses a wide range of media assets to reach more than 25
million Generation Y consumers each month. Through Alloy's 360
Youth media and marketing services unit, marketers can connect
with the Generation Y audience through a host of advertising and
marketing programs incorporating Alloy's media and marketing
assets such as direct mail catalogs, magazines, college and high
school newspapers, Web sites, school-based media boards, college
guides, and sponsored on- and off-campus events. Alloy generates
revenue from its broad reach in the Generation Y community by
providing marketers advertising and marketing services through 360
Youth and by selling apparel, accessories, footwear, room
furnishings and action sports equipment directly to the youth
market through catalogs, Web sites and magazines. For further
information regarding Alloy, please visit our Web site at
http://www.alloyinc.comand click on the "Corporate" tab.
Information on 360 Youth's advertising and marketing services can
be found at http://www.360youth.com

dELiA*s Corp. is a multi-channel retailer that markets apparel,
accessories and home furnishings to teenage girls and young women.
The company reaches its customers through the dELiA*s catalog,
http://www.dELiAs.cOmand 63 dELiA*s retail stores.

                         *      *      *

                  Current Capital Initiatives

In its most recent Form 10-Q filed with SEC, dELia*s reported:

"In February 2003, we entered into an agreement with JLP Daisy
LLC, an affiliate of Schottenstein Stores, to license our dELiA*s
brand on an exclusive basis for wholesale distribution in certain
product categories. Group 3 Design Corp., a leading brand
management firm, has been retained to manage these licensing
activities, which will focus on the distribution of dELiA*s
products primarily in mid- and upper-tier department stores. We
received a $16.5 million cash advance against future royalties
from the licensing ventures. Once JLP Daisy recoups its advance
plus a preferred return, the Company will receive a majority of
the royalty stream after brand management fees. The initial term
of the master license agreement is 10 years, which is subject to
extension under specified circumstances. The master license
agreement may be terminated early under certain circumstances,
including at the option of the Company upon payment to JLP Daisy
of an amount based upon royalties received from the sale of the
licensed products. In addition, the Company granted to JLP Daisy a
security interest in the dELiA*s trademarks, although the only
event that would entitle JLP Daisy to exercise its rights with
respect to these trademarks is a termination or rejection of the
master license agreement in a bankruptcy proceeding. In connection
with the engagement of Group 3 Design as brand manager, an
executive of Group 3 Design received a warrant to purchase 50,000
shares of our Class A Common Stock.

"During and subsequent to fiscal 2002, we signed several
amendments to our credit facility with Wells Fargo Retail Finance
LLC. The most recent amendment, which was effective April 29,
2003, extended the life of the agreement to April 2006 and reduced
our revolving line of credit limit from $25 million to $20 million
so that our unused fees were reduced. Until October 29, 2004, we
retain the right to increase the limit to $25 million at our
option. The credit line is secured by our assets and borrowing
availability fluctuates based on inventory levels. The April 2003
amendment increased the advance rate from the prior quarter based
on inventory value and also expanded the borrowing base to include
certain receivables. The agreement contains certain covenants and
default provisions, including a limitation on our capital
expenditures that the bank reset as of May 3, 2003. At our option,
borrowings under this facility bear interest at Wells Fargo Bank's
prime rate plus 25 basis points or at the LIBOR Rate plus 250
basis points.  A fee of 0.375% per year is assessed monthly on the
unused portion of the line of credit as defined in the agreement.
As of May 3, 2003, the outstanding balance on our Wells Fargo
credit facility, which is classified as a current liability, was
$6.1 million, outstanding letters of credit were $3.7 million and
unused available credit was $800,000.

"During fiscal 2003, we incurred $1.2 million in financing charges
and transaction fees primarily related to our licensing agreement.

"We are currently subject to certain covenants under our mortgage
loan agreement relating to our distribution facility in Hanover,
Pennsylvania, including a covenant to maintain a fixed charge
coverage ratio. Effective May 1, 2001, the bank agreed to waive
the fixed charge coverage ratio covenant through August 6, 2003 in
exchange for an adjustment in our payment schedule. The principal
balance of $3.0 million as of May 3, 2003 is scheduled to be paid
in full by August 2003. We are currently considering several
options with respect to the mortgage, including a refinancing and
other transactions, including a sale-leaseback that would enable
us to satisfy our obligations. We expect to complete these efforts
prior to the final payment date. If we do not finalize an
arrangement by that time, we have the right to exercise a put
option to sell the facility, which is being provided to us by a
group of our officers and directors, and continue to use the
facility under a new lease arrangement.

"In May 2003, we received an equity infusion of $2.7 million from
a group of our directors and officers. In addition to the equity
transaction, the investing group provided us with a put option
that would require them to purchase, but would not require us to
sell, our Hanover distribution facility for $3.0 million, which
would allow us to satisfy our outstanding mortgage. This put
option expires in August 2003 and is intended to provide us with
an alternative means of satisfying the mortgage in case we are not
able to refinance, extend or otherwise satisfy the mortgage such
as through a sale-leaseback arrangement. In consideration for the
grant of the put option, the investors received warrants,
exercisable for an aggregate 600,000 shares of our stock at $0.37
per share. We will record a related charge in the second quarter
of fiscal 2003."


DELTAGEN: Auctioning-Off Surplus Equipment Inventory in Calif.
--------------------------------------------------------------
AuctioNet -- http://www.AuctioNet.com-- today announced the live
and online Bidcast auction of the surplus equipment inventory to
the ongoing operations of Deltagen, Inc., a provider of drug
discovery tools and services to the biopharmaceutical industry.
The pre-auction sale and the live auction event are by order of
the U.S. Bankruptcy Court, Northern California.

This sale showcases Deltagen's World Class Gene Function and Drug
Research facility located in Redwood City, California. Completed
in February of 2003, the 132,000 square-foot facility contains
state of the art biotech/biomedical research and lab equipment,
autoclaves/sterilizers, test equipment, optical inspection
equipment, Information Technology equipment and executive office
furnishings. The pre-auction sale and live auction event provide
biotech and medical companies, research facilities and academic
institutions access to nearly new equipment for a great relative
value.

"Our entire facility is state of the art, and most any research
institution in the world will benefit from our technology and
equipment," said Larry Hill, Chief Executive Officer of Deltagen.

Included in these sales are Inverted Leica scopes for Micro-
Injection, Gettinge-Castle sterilizers and tunnel washers, ABI
3100 DNA Sequencers, Agilent Gene Array Scanners, Applied
Biosystem Thermocyclers, Beckman Coulter Centrifuges, Zeiss, Nikon
and Leica Closed Circuit Television microscopes. There are Cisco
routers, Dell, Compaq, Sun and Silicon Graphics servers as well as
a wide range of consumer products such as laptops, flat-panel
displays, digital projectors, desktop computers and Apple
workstations.

"The Deltagen facility is the newest, largest and best equipped
BioTech Facility we've ever seen," said Nuri Otus, CEO of
AuctioNet. "The scopes, sequencers and security monitoring systems
alone would garner the attention of every research facility on the
planet. This is going to be the largest sales event the
biotechnology industry has ever seen."

The sale will be conducted in two phases, a pre-auction sale and a
live auction event. The Deltagen pre-auction sale begins on August
15th, 2003 and continues through September 30th. The live auction
events are scheduled for October 15th and 16th and will be held at
Deltagen's Redwood City, CA facility. The live auction event will
also be featured on eBay's Business & Industrial Live Online
Auctions. More information about the sale can be found online at
http://www.auctionet.com  Buyers can also register for the
BidCast at http://www.auctionet.com/register

AuctioNet, Inc. is a leading international specialty auctioneer
and liquidator offering capital recovery services and asset
valuations. The company specializes in remarketing high technology
equipment and inventories, as well as complete facility auctions.

Founded in 1995, AuctioNet's services include auction sale value
analysis, inventory relocation, leased equipment analysis and
reconciliation, onsite auctions, online auctions, auction
BidCasts, orderly liquidations, and sealed-bid sales. AuctioNet's
clients include crisis management firms, financial institutions,
venture capital firms, asset-based lenders and secured lenders.

The assets will be sold through an ongoing orderly liquidation, as
well as a two-day auction live and online Bidcast on October 15
and 16, 2003. Buyers will be able to bid in-person or online.
Detailed preview information, asset catalog, and online bidding
instructions are available at http://www.AuctioNet.com

Deltagen is a leading provider of drug discovery tools and
services to the biopharmaceutical industry. Deltagen offers a
suite of programs designed to enhance the efficiency of drug
discovery including access to biological models, drug interaction
and metabolism technologies and validated small molecule targets.

Deltagen filed for Chapter 11 protection on June 27, 2003, in the
U.S. Bankruptcy Court for the Northern District of California (San
Francisco) (Bankr. Case No. 03-31906).


EATON VANCE: Fitch Hatchets Class D Note Ratings Down to BB-
------------------------------------------------------------
Fitch Ratings downgrades one class of notes and affirms five
classes of notes issued by Eaton Vance CDO III, Ltd. The
transaction, a collateralized debt obligation, is supported by a
diversified portfolio of leveraged loans and high-yield bonds.

The rating action is based on deterioration of the credit
fundamentals of the portfolio to the point where the risk is no
longer consistent with the current ratings. The portfolio contains
a number of securities whereby default is probable, although only
a handful of assets are classified as defaulted. The Fitch
weighted average rating factor is currently 56.09 ('B/B-')
relative to the initial WARF of 48 ('BB-/B+').

The following class of Eaton Vance CDO III, Ltd. has been
downgraded:

     -- Class D floating-rate notes to 'BB-' from 'BB+'.

The following classes of Eaton Vance III have been affirmed:

     -- Class A-1 floating-rate notes 'AAA';

     -- Class A-2 fixed-rate notes 'AAA';

     -- Class B floating-rate notes 'A-';

     -- Class C-1 floating-rate notes 'BBB+';

     -- Class C-2 floating-rate notes 'BBB+'.

Eaton Vance CDO III, Ltd., managed by Eaton Vance Management, was
established in August 2000 to issue $400 million in notes and
preferred shares. The turbulent market conditions of the last
several years has resulted in some credit migration of the
portfolio. Fitch has discussed the current status of the
transaction with the collateral manager and believes that the
manager has taken substantial action to preserve noteholder value
in the face of difficult times.

For example, the collateral manager has reduced the portfolio's
high yield bond exposure over the last 18 months in favor of
senior secured bank loans. This has provided more stability to the
portfolio. In addition, the collateral manager has consistently
redirected interest proceeds to purchase additional collateral to
improve the principal coverage of the rated debt.

Fitch will continue to monitor Eaton Vance CDO III, Ltd. to ensure
its ratings are accurate.


ELAN CORP: Receives C$1.2MM Payment for JV Termination Agreement
----------------------------------------------------------------
Spectral Diagnostics Inc. (TSX: SDI), has paid Elan Corporation,
plc. Cdn.$1.2 million owing to it under the joint venture
termination agreements. As a result of the payment, the
development loan of Cdn.$4.8 million and accrued interest has been
extinguished, as previously agreed.

Under the terms of the joint venture termination agreements, Elan
has rights to a royalty of future sales of the Endotoxin Activity
Assay. Spectral Diagnostics Inc. regains all intellectual property
and marketing rights associated with the EAA, and the sepsis
diagnostics system.

"This payment to Elan follows our successful private placement,"
stated Dr. Paul M. Walker, President, and CEO of Spectral
Diagnostics Inc. "We are now in a position to begin marketing this
novel assay. The EAA is the first FDA cleared assay to determine a
patient's risk for developing severe sepsis when admitted to the
ICU. Sepsis continues to be a source of high mortality and health
expense in North America and Europe. Early identification of
patients at risk, and initiation of appropriate therapeutic
interventions has shown beneficial effects on outcome."

The incidence of sepsis continues to grow, even now affecting more
than 750,000 patients annually in North America, a higher
incidence than colon cancer, breast cancer, or congestive heart
failure. Sepsis is the leading cause of death in noncoronary
intensive care units, and the 11th leading cause of death in the
U.S. overall. It carries a mortality rate similar to that
associated with heart attacks in patients not hospitalized. The
economic burden on hospitals is significant, as patients who have
developed severe sepsis require prolonged stays in the intensive
care units with rigorous support of failing organs.

Spectral is a developer of innovative technologies for
comprehensive disease management. Spectral provides accurate and
timely information to clinicians enabling the early initiation of
appropriate and targeted therapy. Current products are rapid
format tests measuring markers of myocardial infarction (Cardiac
STATus(R) test.) New products include rapid diagnostics for
infection (the Endotoxin Activity Assay.) The EAA and Cardiac
STATus(R) products are manufactured by Spectral Diagnostics Inc.
Spectral's common shares are listed on the Toronto Stock Exchange:
SDI.

As reported in Troubled Company Reporter's August 26, 2003
edition, Elan Corporation sought and received additional
agreements from a majority of the holders of the guaranteed notes
issued by Elan's qualifying special purpose entities, Elan
Pharmaceutical Investments II, Ltd., and Elan Pharmaceutical
Investments III, Ltd.

The agreements extend to August 29, 2003, the EPIL II and EPIL III
noteholders' waivers of compliance by Elan with certain provisions
of the documents governing the EPIL II and EPIL III notes that
required Elan to provide the noteholders with Elan's 2002 audited
consolidated financial statements by June 29, 2003. The waivers
had previously been set to expire Friday last week. Elan did not
pay a fee in connection with these waivers.


ELWOOD ENERGY: S&P Affirms & Removes BB Rating from Neg. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
Elwood Energy LLC's $382.2 million bonds due 2026, and removed the
rating from CreditWatch with negative implications where it was
placed on Feb. 28, 2003.

The outlook is negative.

"We removed the rating from CreditWatch because the 90-day
preference period has passed for the $18.7 million escrow
collateral that Aquila Inc. provided to Elwood in March 2003,
reducing the risk that the collateral would not be available to
Elwood under an Aquila bankruptcy," said Standard & Poor's credit
analyst Rajeev Sharma.

"Furthermore, the downward credit pressure on Aquila has eased in
recent months," Mr. Sharma added.

The negative outlook reflects the negative outlook on Aquila and
the residual risk that collateral posted by Aquila for the benefit
of Elwood may not be fully available at the present time if Aquila
were to enter into bankruptcy.

If the rating on Aquila falls further and the risk grows that
Elwood would not have access to the performance collateral, then
the rating on Elwood also will likely fall. If the rating on
Aquila stabilizes or improves, then the rating on Elwood would
likely be similarly affected.

Under a power sales agreement, Aquila provides about 48% of
Elwood's contractual net operating cash flow through 2012 and,
thereafter, 100% of contractual cash flow until 2017. Under
similar PSAs, Exelon Generation Co. and Engage, an unrated
subsidiary of Westcoast Energy Inc., provide the rest of cash flow
through 2012.

Elwood is a 1,409 MW merchant peaking power plant that sells into
the Mid-American Interconnected Network and is fully contracted
through 2012 and partially through 2017.


ENERGY VISIONS: Brethren Fails to Provide C$2MM Loan to Company
---------------------------------------------------------------
Energy Visions Inc. (NASD: OTCBB: "EGYV" and TSXV: "EVI.S")
announces that Brethren Venture Corporation of Mississauga,
Ontario, has failed to provide the Cdn.$2,000,000 Loan referred to
in its Letter of Commitment announced on June 11, 2003.

Under the terms of such Letter of Commitment, Brethren stated that
it was prepared to provide a Cdn.$2.0 Million loan to permit EVI
to acquire shares of Pure Energy Inc., and to provide working
capital for both PEI and EVI, subject to certain conditions.

Brethren has advised EVI that it is experiencing financial
difficulties, has not participated in the preparation of the
documents necessary to complete the transaction, and has not
responded to repeated EVI enquiries as to the status of the
financing, including one final request to confirm by 4:00 p.m.
August 25, 2003 that Cdn.$2,000,000 has been deposited in trust
with legal counsel pending completion of the transaction within 10
business days.

EVI is still intent upon trying to complete the PEI acquisition
transaction but completion is contingent upon EVI's successfully
raising the necessary funds. EVI's management will actively seek
new funding to replace the Brethren financing.

EVI CEO Wayne Hartford said, "The proposed Brethren financing was
primarily intended to allow the acquisition of a majority interest
in Pure Energy Inc. I thank all at PEI, Rabih Holdings Ltd. and
Nova Scotia Business Inc. for their ceaseless efforts to make the
PEI acquisition deal a reality."

In June 2003, Hibar Systems Limited, the present principal
shareholder of PEI acquired the laboratory assets of Battery
Technologies Inc., in bankruptcy at a price of Cdn.$135,000. Hibar
has verbally indicated that it will permit EVI to occupy space in
its premises previously occupied by BTI at a rental of
approximately Cdn.$5,000 per month, such sum to include the use of
the above laboratory assets. Both EVI and Hibar anticipate that
once the PEI acquisition transaction closes, EVI will be granted
the right to acquire such BTI laboratory assets in the future, at
Hibar's cost, and with detail terms to be negotiated.

At EVI's shareholders meeting held on July 15, 2003, Messrs Ronald
K. Braun and Mr. Anthony H. Mehta were elected new members of the
Company's Board of Directors.

Energy Visions Inc. is a developer of advanced battery and fuel
cell technologies. The Company's balance sheet as of March 31,
2003 is upside-down by about $2 million.


ENRON CORP: Court Allows Protane to Sell ProCaribe for $5 Mill.
---------------------------------------------------------------
Enron Corporation Debtor Protane Corporation obtained permission
from the U.S. Bankruptcy Court to:

    (a) sell substantially all of the assets of its ProCaribe
        division to Terminal Acquisition Company, Inc. free and
        clear of all liens, claims, interests, encumbrances,
        rights of set-off, recoupment, netting and deduction for
        $5,090,000; and

    (b) assume and assign these unexpired leases and executory
        contracts:

        -- an LPG Services Agreement,

        -- a Terminal Lease,

        -- a Tallaboa Pier Agreement,

        -- an Omnibus Consent and Agreement of EcoElectrica and
           The Chase Manhattan Bank dated as of October 31, 1997
           and the Omnibus Consent Accession Agreement among
           ProCaribe and the Chase Manhattan Bank dated
           December 15, 1997,

        -- a License Agreement dated January 23, 1985 between
           Commonwealth Oil Refining Company, Inc. and Progasco,
           Inc., as predecessor to Protane, as confirmed by
           Letter signed by CORCO and Protane dated December 12,
           1997,

        -- an Empire Throughput Agreement, to the extent renewed,

        -- a Tropigas Throughput Agreement, to the extent renewed,

        -- an Automobile Lease Agreement dated January 28, 2000,

        -- a Nitrogen Agreement dated January 1, 1987 between
           ProCaribe and Air Products and Chemicals, Inc.,

        -- certain easements, and

        -- certain permits.

                      The ProCaribe Business

Protane, through its ProCaribe division, owns and operates a
Liquified Petroleum Gas supply, storage and forwarding business in
Penuelas, Puerto Rico.  ProCaribe was established in 1986 and
operates the largest refrigerated LPG storage terminal in the
Caribbean basin with ability to receive large fully refrigerated
tankers.  ProCaribe represents 85% of the terminal and storage
capacity in Puerto Rico.

ProCaribe's facilities consist of three fully refrigerated tanks
on its site with an aggregate storage capacity of approximately
23,000 metric tons.  One of the three tanks is a new 11,200-
metric ton tank designed for and capable of providing primary
fuel supply and back-up fuel supply to EcoElectrica L.P., a
partnership formed for the development, construction, operation
and ownership of an electricity generating facility at Penuelas,
Puerto Rico -- the EcoElectrica Project.  EcoElectrica is an
affiliate of Enron and Edison Mission Energy and owns this tank.

ProCaribe operates and maintains the tank and provides back-up
fuel services for EcoElectrica pursuant to the LPG Service
Agreement.  Protane leases the other two tanks and certain
ancillary equipment, including the land where they are located,
from Caribe Olefine, L.L.P., S.P. pursuant to a Restatement of
Lease Agreement with Option to Purchase between Caribe and
Protane, dated December 12, 1997 -- the Terminal Lease.  The
Terminal Lease expires on December 31, 2020.

                   The Purchase and Sale Agreement

On May 7, 2003, Protane, Terminal Acquisition Company, Inc. -- an
entity organized by Empire for the purpose of consummating the
sale transaction -- and Empire executed a Purchase Agreement,
which provides these terms:

A. Purchase Price

    The purchase price for the Assets to Terminal Acquisition
    will be $5,090,000, subject to a Working Capital Adjustment
    and an upward dollar for dollar adjustment in the amount of
    any Contingent Known Liabilities paid by Protane on and
    after the Contract Date.  Terminal Acquisition placed in
    escrow an Earnest Money Deposit equal to $509,000 and will pay
    the remainder of the Purchase Price at Closing.

B. Assets

    The Assets include, among others,

      (i) accounts receivable related to throughputs and sales of
          LPG by Protane for the Business,

     (ii) LPG inventory used in the Business,

    (iii) certain prepaid expenses related to the Business,

     (iv) the Contracts,

      (v) the Permits, and

     (vi) all computer software and technical computer manuals
          used by the Protane in the conduct of the Business.

C. Assumed Liabilities

    Terminal Acquisition will assume the liabilities set forth
    in the Purchase Agreement, including, without limitation,

      (i) all liabilities, costs and expenses related to or in
          respect of the Assets and the Business incurred or
          accrued on and after the Closing Date,

     (ii) all liabilities, costs and expenses related to any item
          or account set forth in the Balance Sheet,

    (iii) all liabilities, costs and expenses incurred in the
          Ordinary Course of Business and unpaid since
          December 31, 2002,

     (iv) all liabilities, costs and expenses and performance
          obligations in respect of the Contracts and Permits on
          and after the Closing Date, and

      (v) certain Contingent Known Liabilities.

D. Transfer Taxes

    Terminal Acquisition will pay any Transfer Taxes resulting
    from the transactions contemplated by the Purchase Agreement.

E. Termination of Agreement

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

      (i) the mutual written agreement of Protane and Terminal
          Acquisition;

     (ii) Protane at any time after the 45th day after the
          Contract Date if:

          (a) the Closing has not occurred by the close of
              business on the 45th day after the Closing Date, and

          (b) Protane is not in default of its obligations under
              the Purchase Agreement in any material respect; and

    (iii) Terminal Acquisition or Empire at any time after the
          Expiration Date.

F. Joint and Several Liability

    Empire agreed to be jointly and severally liable for all of
    Terminal Acquisition's obligations under the Purchase
    Agreement. (Enron Bankruptcy News, Issue No. 77; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


EOTT ENERGY: Dist. Court Upholds Plan and Nixes Shell Oil Appeal
----------------------------------------------------------------
EOTT Energy LLC (OTCBB:EOTTV) announced that the Honorable Janis
Graham Jack presiding over the United States District Court for
the Southern District of Texas, Corpus Christi Division, denied an
appeal from Shell Oil Company and certain of its affiliates,
thereby upholding EOTT Energy's restructuring plan that had been
confirmed in federal bankruptcy court on February 18, 2003.

"We are pleased the judge ruled in our favor in denying Shell's
appeal to unwind a restructuring plan that has essentially been
fully accomplished," explained EOTT Energy Chairman and Chief
Executive Officer Tom Matthews. "Our reorganization took effect on
March 1. Since then, we've distributed equity units in the newly
restructured company to holders of our former master limited
partnership units. In addition, we have resolved virtually all of
the 12,000 claims from unsecured creditors and began distributions
of nearly 11 million additional equity units in August to holders
of allowed unsecured claims.

"[Tues]day's ruling brings us near to completion of our
restructuring process," Matthews continued. "This will enable us
to move forward with plans for additional capitalization to expand
our core business operations in the U.S. and Canada."

EOTT Energy LLC is a major independent marketer and transporter of
crude oil in North America. EOTT Energy also processes, stores,
and transports MTBE, natural gas and other natural gas liquids
products. EOTT Energy transports most of the lease crude oil it
purchases via pipeline that includes 8,000 miles of intrastate and
interstate pipeline and gathering systems and a fleet of more than
230 owned or leased trucks. For current information for EOTT
Energy, visit http://www.eott.com


E.SPIRE: Chapter 11 Trustee Hires Bayard Firm as Special Counsel
----------------------------------------------------------------
Gary F. Seitz, Esq., the Chapter 11 trustee of e.spire
Communications, Inc.'s estates, is asking the U.S. Bankruptcy
Court for the District of Delaware for permission to employ and
retain The Bayard Firm as Special Counsel, nunc pro tunc to
July 25, 2003.

The Chapter 11 Trustee has selected Bayard Firm because of its
attorneys' experience and knowledge and believes that Bayard has
no disqualifying conflict of interest. Bayard Firm has advised the
chapter 11 Trustee that it may have previously represented, may
currently represent, and may in the future represent, in matters
totally unrelated to the Debtors' pending chapter 11 cases,
entities that are claimants of the Debtors or other parties-in-
interest in these chapter 11 cases.

The services Bayard may be required to render for the Chapter 11
Trustee include:

     a) prosecuting discrete litigation and/or appeals on behalf
        of these estates;

     b) analyzing, and where appropriate, objecting to claims
        filed against these estates;

     c) reviewing and representing the Chapter 11 Trustee in all
        matters concerning retention of professionals in these
        cases;

     d) reviewing fee applications filed in these cases;

     e) assisting the Chapter 11 Trustee with discrete
        transactional matters; and

     f) rendering any other services that the Chapter 11 Trustee
        deems appropriate in his business judgment.

The Chapter 11 Trustee requests that Bayard Firm be compensated on
an hourly basis, which range from:

          directors                 $350 to $510 per hour
          associates                $180 to $400 per hour
          paralegals and
            paralegal assistants    $80 to $155 per hour

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.


EUROGAS INC: Capital Deficits Raise Going Concern Uncertainty
-------------------------------------------------------------
EuroGas Inc. has accumulated a deficit of $155,231,148 through
June 30, 2003. EuroGas has had no revenue, losses from operations
and negative cash flows from operating activities during the years
ended December 31, 2002 and 2001 and during the six months ended
June 30, 2003.

At June 30, 2003, the Company had a working capital deficiency of
$20,156,930 and a capital deficiency of $9,506,541.

The Company has impaired most of its oil and gas properties. These
conditions raise substantial doubt regarding the Company's ability
to continue as a going concern. Realization of the investment in
properties and equipment is dependent upon management obtaining
financing for exploration, development and production of its
properties. In addition, if exploration or evaluation of property
and equipment is unsuccessful, all or a portion of the remaining
recorded amount of those properties will be recognized as
impairment losses.  Payment of current liabilities will require
substantial additional financing.

Management of the Company plans to finance operations, explore and
develop its properties and pay its liabilities through borrowing,
through sale of interests in its properties, through advances
received against future talc sales and through the issuance of
additional equity securities. Realization  of any of these planned
transactions is not assured.

Eurogas Inc. is primarily engaged in the acquisition of rights to
explore for and exploit natural gas, coal bed methane gas, crude
oil, talc and other minerals. The Company has acquired interests
in several large exploration concessions and is in various stages
of identifying industry partners, farming out exploration rights,
undertaking exploration drilling, and seeking to develop
production. The Company is also involved in a planning-stage co-
generation and mineral reclamation project.


FAIRFAX FINANCIAL: S&P Revises Outlook on BB Rating to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Fairfax
Financial Holdings Ltd. (NYSE:FFH) and related entities to stable
from negative based on Standard & Poor's ongoing surveillance of
the organization's liquidity management, underwriting results, and
reserve adequacy.

Standard & Poor's also said that it affirmed its ratings on these
companies, including its 'BB' counterparty credit rating on
Fairfax.

"The decision to revise the outlook to stable was primarily driven
by Fairfax's management's ability to adequately address liquidity
concerns," explained Standard & Poor's credit analyst Matthew T.
Coyle. In the second quarter of 2003, Fairfax raised about C$643
million of proceeds from the IPO of its majority-owned subsidiary,
Northbridge Financial Corp., and the issuance of debt from its
wholly owned subsidiary, Crum & Forster Holdings. Although a
portion of the proceeds were earmarked for these two subsidiaries
and other miscellaneous items, the majority of proceeds were used
to increase the amount of cash balances held at the holding-
company level. As of June 30, 2003, cash, short-term investments,
and marketable securities at Fairfax increased to C$570 million
from C$229 million at the end of the first quarter 2003.

Standard & Poor's believes the significant increase in holding
company cash and the subsequent issuance of C$273 million of
convertible senior debt adequately address the concern about
Fairfax's financial flexibility and its ability to fund near-term
obligations. "This management team, in spite of historical
financial difficulties, has demonstrated its resourcefulness in
raising cash under less-than-desirable conditions," Mr. Coyle
added.

Another area of success has been investment management. In the
first half of 2003, Fairfax reported pretax earnings of $719.5
million, which is about 4x greater than for the same period in
2002. About $806 million of reported pretax income was
attributable to realized capital gains. The focus on generating
realized capital gains has been a consistent and well-executed
part of the Fairfax investment strategy. However, Standard &
Poor's generally considers these types of earnings to be
opportunistic and less reliable than traditional underwriting and
interest and dividend income.

Regarding underwriting results and reserve adequacy, Standard &
Poor's believes the company has made progress but has yet to
demonstrate a sustainable track record of improvement in either
one of these areas. Although the company's second-quarter earnings
release reported an improvement in underwriting results (from
continuing operations) compared with the previous period, part of
the improvement reflects a reclassification of businesses that are
deemed to be continuing and in runoff. (Loss reserves pertaining
to discontinued (runoff) lines of business accounted for almost
38% of Fairfax's net reserves in 2002 versus 21% in 2001 and 0% in
1998.)

Another factor Standard & Poor's considered when evaluating the
sustainability of Fairfax's underwriting results is the adequacy
of loss reserves. This is an area that has consumed a significant
amount of the organization's management and financial resources in
preceding years. Although much progress has been made in
addressing the issue, Standard & Poor's expects a modest but
manageable amount of adverse development in the future.

The stable outlook assumes that liquidity needs for the remainder
of 2003 have been substantially addressed, including the $160
million of public debt maturing in Dec. of 2003. The next material
cash outlay consists of C$160 million of debt maturing in December
2003. Thereafter, Fairfax has a US$100 million TIG intercompany
note due mid-year 2004 and a US$100 million public debt obligation
due in April of 2005. Afterwards, holding-company cash balances
are expected to remain above $500 million.

Another important factor contributing to the stable outlook is the
expectation that earnings, operating cash flow, and capitalization
will continue to improve. In addition, although a modest amount of
reserve strengthening is expected, Standard & Poor's does not
expect any material adverse developments in this area. The ability
of the company to demonstrate a sustainable track record in each
of these areas is an extremely important factor affecting whether
Standard & Poor's affirms or raises the rating. Lastly, Standard &
Poor's expects financial leverage--in particular double leverage--
to be reduced over time.


FASTNET CORP: Delays Filing of June Quarter Report on Form 10-Q
---------------------------------------------------------------
FASTNET Corporation filed a voluntary petition for relief under
Chapter 11 of Title 11 of the United States Code in the United
States Bankruptcy Court for the Eastern District of Pennsylvania
on June 10, 2003 for FASTNET Corporation and on June 13, 2003 for
certain of its subsidiaries.

On August 14, 2003, the Company filed a Form 12b-25 with the
Securities and Exchange Commission to notify its shareholders that
it required additional time to complete its financial statements
on Form 10-Q for the quarterly period ended June 30, 2003.

As of August 19, 2003, the Company has not yet completed its Form
10-Q as the Company is continuing to devote the overwhelming
majority of its financial department resources toward the
compliance with the Bankruptcy Court's and debtor-in-possession
reporting and disclosure requirements, and assisting the Company
and its advisors in the reorganization of the Company, which may
also include the possible sale of certain of the Company's assets.
The Company is continuing to work on completing its Form 10-Q and
will file it when it is completed.

FASTNET (NASDAQ:FSST) provides high-performance, dedicated and
reliable broadband services to businesses that need to drive
productivity, profitability and customer service via the Internet.
Through private, redundant peering arrangements with the national
IP backbone carriers, FASTNET delivers customer data through the
fastest, least congested route to enhance reliability, improve
performance, and eliminate downtime. Founded in 1994, FASTNET
provides a complete suite of solutions for dedicated and broadband
access, Internet security and data backup as well as wireless
Internet connectivity, VPN design and implementation, managed
hosting, Web site and e-commerce development and co-location.


FEDERAL-MOGUL: Seeks $350MM Equity Investment from Citigroup
------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board:  FDMLQ) advised the
U.S. Bankruptcy Court for the District of Delaware that it has
approached Citigroup Venture Capital Equity Partners, L.P., which
has expressed an interest in making an equity investment of $350
million in the company.

As a condition to proceeding with such an investment, CVC has
requested that Federal-Mogul agree to an exclusive 90-day
negotiating period with CVC and to reimburse CVC for necessary
fees and expenses incurred by it in connection with the due
diligence review of the company's business and negotiation of the
possible investment.  In a motion filed with the court today,
Federal-Mogul asked the court to approve such exclusive 90-day
negotiating period with CVC, and to authorize Federal-Mogul to
reimburse CVC for such necessary fees and expenses.

"The board approved the motion because it believes that an equity
investment in the company has potential to maximize the long-term
value of the company.  This action best serves the interests of
the company's stakeholders, including asbestos claimants," said
Chip McClure, Federal-Mogul chief executive officer and president.
"An investment of the type CVC is proposing, if consummated, would
create value for the long term by strengthening the balance sheet
and enhancing liquidity, while helping ensure that we will
continue to deliver innovative products and services to our
customers."

In its filing, Federal-Mogul cited a number of factors, including
sustained weakness in the U.S. economy and automotive industry,
which it believes could affect its future performance and thus
make it advisable to consider an additional investment at this
time.  An infusion of new capital will reduce Federal-Mogul's
long-term debt and significantly enhance its liquidity, thus
strengthening the company's ability to compete and succeed in
the increasingly competitive global auto parts market.

Federal-Mogul has informed representatives of all parties involved
in the reorganization plan, including the asbestos committee, the
futures representative, the equity committee, and its secured
creditors and unsecured creditors committee, of this potential
investment.  A copy of the motion will be made available on the
company's Web site at http://www.federal-mogul.com

On October 1, 2001, Federal-Mogul decided to separate its asbestos
liabilities from its true operating potential by voluntarily
filing for financial restructuring under Chapter 11 of the
Bankruptcy Code in the United States and Administration in the
United Kingdom.

Federal-Mogul is a global supplier of automotive components and
sub-systems serving the world's original equipment manufacturers
and the aftermarket. The company utilizes its engineering and
materials expertise, proprietary technology, manufacturing skill,
distribution flexibility and marketing power to deliver products,
brands and services of value to its customers. Federal-Mogul is
focused on the globalization of its teams, products and processes
to bring greater opportunities for its customers and employees,
and value to its constituents. Headquartered in Southfield,
Michigan, Federal-Mogul was founded in Detroit in 1899 and today
employs 47,000 people in 24 countries. For more information on
Federal-Mogul, visit the company's Web site at
http://www.federal-mogul.com


GENERAL DATACOMM: Delaware Court Confirms Joint Reorg. Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
General Datacomm Industries' Plan of Reorganization after finding
that the Plan complies with each of the 13 standards articulated
in Section 1129 of the Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) necessary regulatory approvals articulated in Section
          1129(a)(6) is not applicable in this case;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) the Plan provides for the continuation of all retiree
          benefits in compliance with 11 U.S.C. Sec. 1114.

Any executory contracts or unexpired leases, which have not
expired by their own terms shall be deemed rejected by the Debtors
on the Effective Date.  All executory contracts and unexpired
leases listed in the Schedule of Assumed and Assumed and Assigned
Executory Contracts and Unexpired Leases, shall be deemed assumed
by the Debtors on the Effective Date.

The Debtors' estates are substantively consolidated as provided
for in the Plan.  As of the Effective Date, the Reorganized
Debtors may operate and manage their businesses and affairs and
make distributions to creditors in accordance with the Plan free
of any restrictions imposed by the Bankruptcy Code.

General DataComm Industries, Inc., a worldwide provider of wide
area networking and telecommunications products and services,
filed for Chapter 11 protection on November 2, 2001 (Bankr. Del.
Case No. 01-11101).  James L. Patton, Esq., Joel A. Walte, Esq.
and Michael R. Nestor, Esq., represent the Debtors in their
restructuring efforts. In their July 2002 monthly report on form
8-K filed with SEC, the Debtors account $19,996,000 in assets and
$77,445,000 in liabilities.


GENEVA STEEL: Sunrise Hired to Provide Engineering Services
-----------------------------------------------------------
Geneva Steel LLC wants to retain and employ Sunrise Engineering,
Inc., to perform environmental engineering and technical services.
The Debtor tells the U.S. Bankruptcy Court for the District of
Utah that the employment of Sunrise Engineering is needed to
continue its efforts to market and liquidate its assets.

Sunrise, a Utah corporation, has been serving the civil and
environmental engineering needs for municipal, industrial, and
private clients throughout the Intermountain West for more than
twenty-five years. Sunrise's environmental division specializes in
Phase 1 environmental assessments, evaluation of underground
storage tanks, remediation cost recovery, Brownfield development,
spill prevention control and countermeasure plans, underground
injection control, permitting assistance, storm water management
plans, wetlands delineation, environmental impact analysis, and
nutrient management plans for concentrated animal feed operations.

The Debtor seeks to employ Sunrise to provide professional
engineering services to assist in the characterization,
evaluation, remediation, abatement, and reduction of environmental
conditions at the plant on the Debtor's property, Sunrise may also
assist in water rights evaluation, wetlands determinations, and
other related activities. These environmental engineering and
technical services will be performed primarily by KC Shaw,
principal engineer, who was formerly employed as head of the
Debtor's environmental engineering department.  In addition, the
Debtor may request that Sunrise to perform other related
environmental engineering work.

The Debtor believes that Sunrise is qualified to provide services
to add value to the estate by facilitating the potential sale of
the Debtor's property. As a former employee, KC Shaw has a great
deal of institutional knowledge about and familiarity with the
Debtor's operations and, as such, will not have to spend as much
time getting up to speed before performing work.

Mr. Shaw's hourly rate for this project is $95 per hour. Other
professionals may provide services for the rate ranging from $85
to $115 per hour.

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


GENTEK INC: De. Bankruptcy Court Approves Disclosure Statement
--------------------------------------------------------------
GenTek Inc. (OTC Bulletin Board: GNKIQ), a diversified
manufacturer of telecommunications and other industrial products,
announced that the United States Bankruptcy Court for the District
of Delaware issued an order approving the Disclosure Statement
with respect to its Plan of Reorganization.

The Court's action indicates that GenTek's Disclosure Statement
contains adequate information for parties in interest to vote on
the Plan. The Bankruptcy Court also authorized GenTek to begin
soliciting votes with respect to the Plan from those of its pre-
petition creditors who are entitled to vote. A confirmation
hearing on the Plan has been scheduled for Oct. 7.

GenTek's Plan reflects an agreement as to the principal terms of a
consensual reorganization reached with its senior secured lenders
and its official committee of unsecured creditors, each of which
groups is recommending that parties in interest vote to approve
the reorganization plan. Modifications and amendments to the
previously filed reorganization plan made with the support of the
senior secured lenders and the official committee reflect a
reduction in the aggregate, funded debt upon emergence from
approximately $380 million to $280 million.

"We are extremely pleased that the Court has approved our
Disclosure Statement," said Richard R. Russell, President and
Chief Executive Officer of GenTek. "For more than a year we have
worked closely with our principal creditor groups to develop a
Plan that will maximize value for all stakeholders. With the
strong support of our secured lenders and the unsecured creditors
committee, GenTek is now positioned to emerge from Chapter 11 as a
significantly stronger competitor with substantially reduced
leverage."

The Plan is subject to supplementation, modification and amendment
prior to confirmation. The description of the Plan contained
herein is qualified in its entirety by reference to the Plan.

GenTek Inc. is a diversified manufacturer of telecommunications
and other industrial products. Additional information about the
company is available on GenTek's Web site at
http://www.gentek-global.com


GENUITY INC: Secures Nod to Limit Disclosure Statement Notice
-------------------------------------------------------------
Genuity Inc., and its debtor-affiliates want to limit the notice
of the hearing to consider their proposed disclosure statement.
The Debtors do not intend to serve individual notices on their
numerous equity security holders.

Stephen Moeller-Sally, Esq., at Ropes & Gray, in Boston,
Massachusetts, recounts that during the course of formulating and
negotiating the Plan, the Debtors have arrived at a conclusion
that there is no reasonable possibility of a distribution to
equity interest holders.  There is little uncertainty as to the
value of the Debtors' assets, since these assets consist
overwhelmingly of cash and cash equivalents.  At the same time,
the Debtors estimate that, under any circumstances, allowed
secured, unsecured and priority claims will greatly exceed these
assets, leaving nothing for the equity interest holders.
Consequently, the Plan provides no distribution to equity
interest holders.

In connection with service of the notice of the deadline for
filing proofs of claim in these cases, the Debtors compiled a
notice list of more than 65,000 equity security holders.
Mr. Moeller-Sally points out that copying and mailing over 65,000
Disclosure Statement Notices will entail significant time and
expense to the Debtors.

In lieu of providing individualized service to the equity
security holders of the Disclosure Statement Notices, the Debtors
propose to file a copy of the Disclosure Statement Notice on the
EDGAR filing system instead.  These filings are ordinarily picked
up by news services and distributed in the financial press, where
they will be generally available to the equity security holders.
After approval of a disclosure statement, Mr. Moeller-Sally
continues, the Debtors will provide equity security holders with
notice of the hearing to consider confirmation of the Plan and
other notices relating to the Plan and disclosure statement as
may be appropriate.

                          *     *     *

Judge Beatty grants the Debtors' request.  No later than 25 days
before the deadline for objecting to the disclosure statement,
the Debtors will:

   (a) issue a press release with respect to the Disclosure
       Statement Notice, which will be filed on the EDGAR filing
       System; and

   (b) publish the Disclosure Statement Notice once in the
       national edition of The Wall Street Journal. (Genuity
       Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


GT DATA CORP: Company's Ability to Continue Operations Uncertain
----------------------------------------------------------------
GT Data Corporation's condensed consolidated financial statements
have been prepared assuming the Company will continue as a going
concern, which contemplates, among other things, the realization
of assets and satisfaction of liabilities in the normal course of
business.

The Company has negative working capital of $935,905, a
stockholders' deficit of $786,954, and a lack of operational
history, among others, that raise substantial doubt about its
ability to continue as a going concern. The Company hopes to
increase earnings from additional revenue services and other cost-
cutting measures. In the absence of significant revenues and
profits, the Company intends to fund operations through additional
debt and equity financing arrangements which management believes
may be insufficient to fund its capital expenditures, working
capital, and other cash requirements for the fiscal year ending
December 31, 2003. Therefore, the Company may be required to seek
additional funds to finance its long-term operations. The
successful outcome of future activities cannot be determined at
this time and there are no assurances that if achieved, the
Company will have sufficient funds to execute its intended
business plan or generate positive results.  These circumstances,
among others, raise substantial doubt about the Company's ability
to continue as a going concern.


HIGH VOLTAGE ENG'G: Ratings Drop to D After Interest NonPayment
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
and senior unsecured debt ratings on High Voltage Engineering
Corp.

On Aug. 19, 2003, Standard & Poor's lowered its corporate credit
and senior unsecured debt rating to 'D' following High Voltage's
failure to make an $8 million interest payment due Aug. 15, 2003,
on its $155 million 10.5% senior unsecured notes. Standard &
Poor's does not expect that the interest payment will be made
within the 30-day grace period. High Voltage currently is
negotiating with bondholders to restructure these notes and, if a
deal is reached, Standard & Poor's expects bondholders to be
impaired.

Wakefield, Massachusetts-based High Voltage is a manufacturer of
diversified industrial and technology products, serving depressed
industrial markets. "The company has experienced weak operating
performance, and has a heavy debt burden and constrained
liquidity," said Standard & Poor's credit analyst John Sico.


HORIZON PCS: Two Units Sue Sprint, et al. for Breach of Contract
----------------------------------------------------------------
On August 21, 2003, Horizon Personal Communications, Inc. and
Bright Personal Communications Services, LLC, subsidiaries of
Horizon PCS, Inc. filed a lawsuit in the United States District
Court for the Southern District of Ohio, Eastern Division, against
Sprint Corporation, Sprint Spectrum, L.P., Wirelessco, L.P. and
Sprintcom, Inc., alleging wrongful conduct on the part of Sprint
in its relationship and business dealings with Horizon. In the
Complaint, Horizon asserts claims under the federal RICO laws and
similar Ohio state laws, and also asserts fraud, negligent
misrepresentation, conversion, breach of contract and breach of
fiduciary duties.

Horizon PCS and its debtor-affiliates filed for Chapter 11
reorganization on August 15, 2003, in the U.S. Bankruptcy Court
for the Southern District of Ohio (Columbus) (Lead Bankr. Case No.
03-62424).


HUDSON'S BAY: Second Quarter Results Show Slight Improvement
------------------------------------------------------------
Hudson's Bay Company announced results for the three-month period
ending July 31, 2003.

Sales and revenue for the three-month period ending July 31, 2003
was $1,689.2 million, compared to $1,693.7 million in the same
period last year. The Bay (including Home Outfitters) achieved
sales and revenue of $607.5 million in the quarter, an increase of
2.9 per cent over the same period last year (a 0.6 per cent
decrease on a comparable store basis). Zellers sales and revenue
in the quarter was $1,059.6 million, a 2.2 per cent decrease over
the same period last year (a 3.0 per cent decrease on a comparable
store basis).

Net earnings for the quarter increased to $5.2 million or $0.03
per share compared to $4.7 million or $0.02 per share last year,
the result of lower interest costs and income tax rates. EBIT was
$17.6 million compared to $22.4 million in the same quarter of the
previous year. The lower EBIT reflects marginally higher operating
costs, including the advancement of $4 million in inventory count
costs from the second part of the year and lower credit earnings,
primarily the result of higher securitization costs.

"Sales trends in several merchandise categories improved in the
second quarter as compared to the first quarter," said George
Heller, President and CEO, Hudson's Bay Company. "Sales growth
opportunities still exist in apparel, electronics and soft home
categories. We are confident that new and exciting programs and
products being introduced for the back-to-school and holiday
shopping periods will capture these opportunities and result in
comparative store sales growth and increased profitability in the
back half of the year. We continue to focus and realize on
improvements in cost structure, gross margins and inventory
management."

For the first six months, sales and revenue was $3,223.7 million,
approximately the same level as last year. The net loss per share
was $0.50 versus $0.13 per share for the first half of last year.
After excluding costs recorded in Q1 2003 totaling $10.4 million
to discontinue the Martha Stewart product line and to record a
prior year's sales tax assessment, normalized net loss per share
for the first half of 2003 was $0.41, versus a net loss per share
of $0.13 for the corresponding period of last year.

Hbc, for fiscal 2003, has adjusted its outlook and now anticipates
normalized earnings per share in the range of $0.90 to $1.00. Hbc
continues to expect free cash flow (defined as cash inflow before
financing activities less all dividends) in the range of $175
million to $200 million, the result of improved working capital.

Commenting on the adjusted outlook, George Heller stated: "Given
the unprecedented events affecting retailers in the first half of
the year, we are cautious about the remainder of fiscal 2003.
However, given that we held sales substantially flat through this
trying period, there is the potential that the retail environment,
and correspondingly Hbc's financial results over the next six
months, will be stronger."

               Management's Discussion and Analysis

New Developments

On July 15, 2003, Hudson's Bay Company announced the arrangement
of a 364-day $650 million secured revolving asset-based credit
facility. The new facility, which is available for general
corporate purposes, replaced the Company's existing unsecured $480
million operating line. The new credit facility includes a letter
of credit capacity and is secured by the Company's merchandise
inventory. In the Company's view, this new facility provides Hbc
with enhanced flexibility and increases the scope and range of
Hbc's financial options.

For the three months ended July 31, 2003, Home Outfitters opened
two stores which brings the existing store portfolio to 42 stores.
The two new stores are located in Quebec. The Company expects to
have 45 stores by the end of the fiscal year.

                         First Six Months

For the first six months of 2003, sales and revenue of $3,223.7
million were equal to the level in the corresponding period of
2002. The sales increase in Home Outfitters was offset by a
decline in the Bay (excludes Home Outfitters) and Zellers.
Comparable store sales in the first half of 2003 were down 1.5% at
Zellers and 2.3% at the Bay (excludes Home Outfitters) and were
virtually flat at Home Outfitters compared to last year. In
Zellers, hardline sales in 2003 were up mainly in pharmacy and
grocery, offset entirely by lower softline sales. The Bay's sales
decline occurred in most product groups except for Home Outfitters
which reflects primarily the opening of new stores in 2002 and
2003. For the Bay and Zellers, sales in 2003 were unfavorably
impacted primarily by unseasonably colder weather conditions in
the first quarter compared to last year.

Normalized EBIT for the first six months of 2003 amounted to a
loss of $13.7 million compared to a profit of $29.3 million in the
same period of 2002. The normalized EBIT decline of $43.0 million
was due mainly to lower profit in Zellers ($6.1 million) and the
Bay ($32.5 million) and increased loss in Other EBIT of $4.4
million. The Company's lower normalized EBIT also reflected a
reduction in the net gain of $4.1 million arising from the sale of
receivables through the securitization program described in the
Company's Management's Discussion and Analysis section of the 2002
Annual Report.

Zellers' normalized EBIT in the first half of 2003 decreased by
$6.1 million reflecting largely lower credit card income due
mainly to a lower net gain ($3.8 million) related to the Company's
securitization program, increased securitization costs and higher
gross write-offs, and the costs ($4.0 million) of advancing
inventory counts from the second half of the year, offset partly
by slightly higher gross margin rates reflecting in part lower
product costs the result of both leveraging Hbc's total purchases
and the stronger Canadian dollar. Zellers' normalized EBIT in the
first half of 2003 includes store closure and opening costs of
$2.3 million compared to $3.8 million in the same period of 2002.

The Bay's normalized EBIT decreased $32.5 million with 79.5% of
the profit decline in the first quarter of 2003. The profit
decline at the Bay reflected mainly a lower sales volume at the
Bay (excludes Home Outfitters), a reduced gross margin rate due
partly to the impact of initiatives undertaken to stimulate sales,
and a slight increase in the operating loss at Home Outfitters.
Included in the Bay's first six months results were store
pre-opening and closing costs of $0.8 million compared to $0.9
million in the first six months of 2002.

Other EBIT includes unallocated corporate expenses and
miscellaneous profits and losses from various ongoing and non-
recurring secondary retail and other activities. Other EBIT in the
first six months of 2003 was a loss of $18.5 million or $4.4
million higher than the loss of $14.1 million in the same period
in 2002 reflecting mainly lower revenues on rental properties,
lower pension credits, the inclusion of consulting costs, and
incremental costs for a prior year's store closure, offset partly
by additional income related to Hbc's loyalty program, and the
absence of customer relationship management program costs in 2003.

Normalized interest expense in 2003 was $18.9 million or $5.5
million lower than in the first six months of 2002. The decrease
in normalized interest expense reflects mainly lower long-term
debt levels and the inclusion of interest income earned on prior
years' income tax refunds, offset partly by the absence of
interest income earned in the first quarter of 2002 (up to
April 1, 2002) on the funds received from the $200 million of
convertible unsecured subordinated debentures (subordinated
debentures) issued in November 2001. Hbc used the funds from the
subordinated debentures on April 1, 2002, to repay the 7.0% equity
subordinated debentures and the 6.25% series C debentures.

The normalized effective income tax rate for the first half of
2003 was 31.2% which was 6.3 percentage points below the average
Canadian income tax rates.

Normalized net loss in the first half of 2003 was $22.5 million or
$21.1 million higher than the net loss in the first six months of
2002 of $1.4 million. The increase in the normalized net loss of
$21.1 million was due mainly to a lower EBIT, offset partly by
reduced interest costs. Compared to the first half of 2002, the
increased normalized net loss in 2003 was due partly to a lower
gain, net of tax, related to Hbc's securitization program of $2.6
million ($0.03 per share). After deducting Hbc's dividends for
subordinated debentures, normalized net loss per share in the
first six months of 2003 was $0.41 compared to a loss per share in
the same period of 2002 of $0.13.

                         Second Quarter

Sales and revenue in Q2 2003 of $1,689.2 million were slightly
below the Q2 2002 level reflecting lower sales in Zellers and the
Bay (excludes Home Outfitters), offset largely by increased sales
in Home Outfitters. Comparable store sales decreased at Zellers
and the Bay (excludes Home Outfitters) in Q2 2003 as compared to
Q2 2002, while comparable store sales increased at Home
Outfitters.

EBIT was $17.6 million compared to EBIT in Q2 2002 of $22.4
million. The $4.8 million decrease in EBIT reflected a lower
profit in the Bay ($6.6 million), offset partly by a higher profit
in Zellers ($1.8 million).

Other EBIT in Q2 2003 was equivalent to the loss in Q2 2002 of
$7.4 million reflecting mainly lower revenues on rental
properties, lower pension credits, and the inclusion of consulting
costs, offset entirely by higher third party income related to
Hbc's loyalty program and lower general administrative costs.

Interest expense in Q2 2003 was $7.9 million or $4.1 million lower
than the Q2 2002 level of $12.0 million. The decrease in interest
expense reflects mainly lower long-term debt levels and the
inclusion of interest income earned on prior years' income tax
refunds, offset partly by higher short-term interest expense.

The effective income tax rate for Q2 2003 was 45.7% which was 8.2
percentage points above the average Canadian income tax rates
reflecting the impacts of the large corporations tax and non-
deductible expenditures.

Net earnings in Q2 2003 was $5.2 million or $0.5 million higher
than net earnings in Q2 2002 of $4.7 million reflecting mainly
reduced interest costs, offset largely by a lower EBIT. After
deducting Hbc's dividends for subordinated debentures, earnings
per share in Q2 2003 was $0.03 compared to earnings per share in
Q2 2002 of $0.02.

                   Canadian Retail Environment

Department Store Sales the six months ended June 2003 were up 3.0%
from the same period last year. Sales at the broader group,
Department Store Type Merchandise reported a 3.2% growth, compared
to the DSTM group in the same period last year.

Retailers are still facing a difficult retail environment. Due to
new store openings and expansions, retail sales increases are
expected to be in the mid-single digit range for 2003.

During the second quarter of 2003, Wal-Mart relocated two of its
stores, and is expected to open a number of new stores in the last
half of 2003, including three of its warehouse concepts. Giant
Tiger, an Ontario based discount retailer opened its second store
in London, Ontario in May and announced plans to open 10
additional stores in Southern Ontario by the end of 2003. In July,
lingerie retailer La Senza Corporation announced the sale of the
assets of its 178 store Suzy Shier women's apparel business to YM
Inc., which runs teenage apparel chains.

During Q2 2003, sales and revenue increased 2.9% to $607.5 million
with the sales improvement in Home Outfitters being offset by
reduced sales in most apparel and soft home groups. On a
comparable store basis, the Bay's sales (excluding Home
Outfitters) in Q2 2003 declined by 0.6% compared to the same
period in 2002 and Home Outfitters' comparable store sales
increased 0.9% from last year. The sales increase in Home
Outfitters reflected the effect of new stores opened during 2002
and in 2003.

EBIT in Q2 2003 was $7.4 million compared to $14.0 million in Q2
2002. The EBIT decrease was due mainly to the impacts of a lower
sales volume at the Bay, increased amortization costs related to
financial and merchandising systems implementations in 2002, and a
slight increase in the operating loss at Home Outfitters. Included
in EBIT were pre-opening and closing costs of $0.5 million in Q2
2003 compared to $0.9 million in Q2 2002.

                Operating Highlights for Q2 2003

During the second quarter, the Bay executed the following key
activities in support of its strategy:

          -  Relocated the Bay's department store located in
             Victoria, British Columbia into the former Eaton's
             location.

          -  Continued the growth of private and captive brands
             throughout various merchandising classifications.
             These brands represent internally developed brands as
             well as brands available to the Bay through its
             arrangement with Federated Merchandising Groups.

          -  Opened two new Home Outfitters stores in the second
             quarter bringing the number of stores to 42.

                       Financing Activities

At July 31, 2003, Hbc's total debt of $637 million, after
deducting $51 million in unrestricted investments and short-term
deposits, was almost equal to the debt level at July 31, 2002, of
$639 million and $35 million above the January 31, 2003, debt
level of $602 million due mainly to the normal seasonal change in
inventory levels. Included in the July 31, 2003 debt level was
$535 million of long-term debt, including $271 million due within
one year.

In July 2003, the Company arranged a 364-day $650 million secured
revolving asset-based credit facility which replaced Hbc's
existing unsecured $480 million operating line. The new credit
facility includes a letter of credit capacity and is secured by
the Company's merchandise inventory. At July 31, 2003, the Company
had drawn $129 million on its new asset-based credit facility
(excluding letters of credit) compared to no draw on its credit
operating facility last year. The utilization of the committed
credit operating facility was higher during 2003 compared to the
first six months of 2002 due to the use of the funds partially to
repay $113 million of the 6.25% series D debentures (matured
March 14, 2003) and also to finance higher working capital.

The liquidation commencement dates for the $900 million of
securitized credit card receivables financing are January 31, 2004
(as to $300 million), January 31, 2005 (as to $200 million) and
March 31, 2006 (as to $400 million). The Company has $400 million
of debt due within one year (excluding short-term bank
indebtedness) comprising of the $129 million drawn on the asset-
based credit facility, the $146 million of the 6.35% series E
debentures which will mature in December 2003 and the $125 million
of the 7.10% series F debentures (matures May, 2004).
Additionally, the Company has $300 million of securitized credit
card receivables that will begin liquidation on January 31, 2004.
Such liquidation would result in collections otherwise available
to the Company being remitted to the independent Trusts with an
interest in such receivables. The remittance of $300 million would
result in the Company's interest in the credit card receivables
increasing by an equivalent amount. The Company is investigating
alternatives including the roll-over of the $300 million of
securitized receivables in one or more securitization conduits.

In the Company's view, the funds to pay the amounts due within one
year will be available through various sources of funding. Funds
are generated through cash from operations and improvements in
working capital. The Company also has the ability to reduce
capital spending to fund debt requirements, however, a long-term
decline in capital expenditures can negatively impact profit
growth. Other principal sources of funding are: the issuance of
long-term debentures, a further securitization of credit card
receivables, the sale and leaseback of real estate properties, a
syndicated loan arrangement with a group of lenders, the issuance
of convertible subordinated debentures, and the issuance of common
equity.

The Company's debt:equity ratio at July 31, 2003 was 0.27:1
compared to the July 31, 2002 ratio of 0.28:1. If the Company had
financed its business by issuing $900 million of debt on the
security of its credit card receivables, rather than by selling
undivided co-ownership interests in the receivables, then the
Company's debt:equity ratio would have been 0.65:1, compared to
0.67:1 at July 31, 2002.

Foreign exchange and floating rate interest rate risks are managed
by forward rate agreements, interest rate swaps and caps under
guidelines established and reviewed periodically by the Board of
Directors of Hbc. At July 31, 2003, the Company had U.S. $58
million of forward foreign exchange contracts and $50 million of
interest rate swaps. Historically, the Company has purchased
approximately $450 million in U.S. denominated purchases on an
annual basis. The improvement in 2003, if sustained, of the
Canadian dollar would benefit gross margins in the later half of
2003.

The Company's debt is rated by Standard and Poor's Canada and by
Dominion Bond Rating Service. During the second quarter of 2003,
S&P and DBRS issued a change in the outlook of the Company from
stable to negative. The Company's debt is currently classified as
non-investment grade which results in a higher cost to borrow
funds in the future and potentially limits the Company's ability
to borrow funds in some markets. A summary of the Company's rating
is provided in the following table:

                May 2003         April 2002       November 2001
          --------------------------------------------------------
           Ratings   Outlook  Ratings  Outlook  Ratings   Outlook
           -------   -------  -------  -------  -------   -------

S&P:

  Unsecured
  debentures  BB+    Negative    BB+    Stable    BBB-    Negative

  Convertible
  unsecured
  subordinated
  debentures  BB     Negative    BB     Stable     BB+    Negative

DBRS:

   Unsecured
   debentures BB     Negative    BB     Stable    BBB     Negative
                      (high)             (high)            (low)

   Convertible
   unsecured
   subordinated
   debentures BB     Negative    BB     Stable     BB     Negative
                                                           (high)


IMAGEMAX INC: Senior Lenders Agree to Forbear Until September 30
----------------------------------------------------------------
ImageMax, Inc. (OTCBB:IMAG) has entered into a Forbearance
Agreement with its senior lenders, Commerce Bank, NA and FirsTrust
Bank, in connection with the previously disclosed existing
defaults as of June 30, 2003, under its senior credit facility.
Pursuant to the Forbearance Agreement, the senior lenders agreed
to forbear from exercising their rights under the senior credit
facility with respect to the Default through September 30, 2003,
upon the satisfaction of certain conditions set forth in the
Forbearance Agreement.

Under the terms of the Forbearance Agreement, the Company believes
that its over-advance position of $886,000 under its revolving
credit line as of June 30, 2003 has been substantially reduced.

The Forbearance Agreement does not amend, revise, or waive the
financial covenants set forth in the Company's senior credit
facility for the quarter ending September 30, 2003. There is no
assurance that the Company will be able to meet these covenants.
In the event that the Company is not in compliance, the Company
will need to obtain waivers of such default or an extension of the
Forbearance Agreement in order to continue to have access to its
credit facilities for the balance of the 2003 fiscal year.

Additionally, the Company expects to receive a waiver from its
subordinated debt holders with respect to the default which has
occurred, as a consequence of the Default, under the Company's
agreements with its subordinated debt holders.


INDYMAC ABS: S&P Takes Rating Actions on Various Notes
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes (four fixed-rate loan groups) from four transactions
issued by Home Equity Mortgage Loan Asset-Backed Trust (IndyMac
ABS Inc.). Concurrently, ratings are affirmed on the remaining
classes from the same securitizations.

The lowered ratings reflect:

     -- Erosion of credit support due to deteriorating collateral
        pool performance;

     -- Realized losses that generally exceed excess interest cash
        flow;

     -- Serious delinquencies (90-plus days, foreclosure, and real
        estate owned) averaging 29.32%; and

     -- A consistent loss trend that is expected to continue based
        on the current level of delinquencies.

The lowered ratings to 'D' from 'CCC' on classes BF from series
SPMD 2000-C and SPMD 2001-A reflect a complete depletion of
overcollateralization, resulting in cumulative principal write-
downs of $730,363 and $466,340, respectively.

As of the July 2003 remittance period, the mortgage pools backing
the classes with lowered ratings had serious delinquencies ranging
between 22.74% (SPMD 2000-A fixed-rate loan group) and 32.61%
(SPMD 2000-C fixed-rate loan group). Furthermore, cumulative
realized losses, as a percentage of original pool balance, ranged
between 1.36% ($2,215,189; SPMD 2001-A fixed-rate loan group) and
2.53% ($3,128,072; SPMD 2000-B fixed-rate loan group). More
importantly, at least 50% of the cumulative realized losses for
the securitizations occurred during the most recent 12 months.
Currently, the range of manufactured housing collateral in the
downgraded transactions represents between 18.25% and 25.92% of
their current pool balances. Manufactured housing loans have
experienced high loss severities caused by the large inventory of
repossessed units. These loss severities have been as follows
(series; loss severity):

     -- 2000-A; 65.71%
     -- 2000-B; 68.01%
     -- 2000-C; 43.17%
     -- 2001-A; 45.67%

Standard & Poor's will continue monitoring the performance of the
transactions each month to ensure that the ratings remain
consistent with the credit support available.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies and poor performance trend.

Credit support for the BF classes is provided by excess interest
and overcollateralization; all of the other classes receive
additional support from subordination.

The collateral for these transactions consists of either fixed- or
adjustable-rate home equity first and second lien loans secured
primarily by one- to four-family residential properties.

                        RATINGS LOWERED

          Home Equity Mortgage Loan Asset-Backed Trust

                                  Rating
        Series         Class    To       From
        SPMD 2000-A    BF       BBB-     BBB
        SPMD 2000-B    BF       B        BBB
        SPMD 2000-C    BF       D        CCC
        SPMD 2001-A    MF-2     BB       BBB
        SPMD 2001-A    BF       D        CCC

                        RATINGS AFFIRMED

        Home Equity Mortgage Loan Asset-Backed Trust

        Series         Class                            Rating
        SPMD 2000-A    AF-3                             AAA
        SPMD 2000-A    MF-1                             AA
        SPMD 2000-A    MF-2                             A
        SPMD 2000-B    AF-1                             AAA
        SPMD 2000-B    MF-1                             AA
        SPMD 2000-B    MF-2                             A
        SPMD 2000-C    AF-4,AF-5,AF-6,AF-IO             AAA
        SPMD 2000-C    MF-1                             AA
        SPMD 2000-C    MF-2                             A
        SPMD 2001-A    AF-4,AF-5,AF-6,AF-IO             AAA
        SPMD 2001-A    MF-1                             AA


INTEGRATED HEALTH: Court OKs Stipulation with American Express
--------------------------------------------------------------
On January 29, 2002, Integrated Health Services, Inc., and its
debtor-affiliates filed a complaint against American Express
Company pursuant to Rule 7001 of the Federal Rules of Bankruptcy
Procedure.  The Debtors sought to recover preferential and
fraudulent conveyances made to American Express amounting to at
least $1,246,277, plus interest from the date of the Transfers.

Pursuant to Section 105(a) of the Bankruptcy Code and Rule
9019(a) of the Federal Rules of Bankruptcy Procedure, the Debtors
ask the Court to approve a stipulation settling the Adversary
Proceeding.

Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that in settlement of the
Adversary Proceeding, American Express will pay the Debtors
$475,000.

In the event American Express fails to timely pay the Settlement
Amount, Mr. Villoch tells the Court that American Express will be
obligated to pay the Debtors 10% interest per annum accruing
daily from the date the Settlement Payment became due until the
Debtors actually receive the payment.

If the Court approves the Stipulation, the Adversary Proceeding
will be dismissed with prejudice and closed.  The Adversary
Proceeding may be re-opened for either of the parties to enforce
the Stipulation.

Upon payment of the Settlement Amount, the parties will exchange
mutual releases.  American Express will waive any right to
receive a distribution on account of any and all claims otherwise
allowable under Section 502(h); provided, however, that nothing
in the Stipulation will prejudice or be deemed to constitute a
waiver of:

   -- any other claims filed by or on behalf of American Express
      in these bankruptcy cases, or

   -- the Debtors' right to assert any and all defenses they may
      have with respect to any other such claims asserted by or
      on American Express' behalf.

Mr. Villoch points out that the settlement enables the Debtors to
receive substantially all of the relief they could have
reasonably expected to receive from prosecuting the Adversary
Proceeding.

                          *     *     *

Judge Walrath approves the stipulation revolving the adversary
proceeding between the Debtors and American Express. (Integrated
Health Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KAISER: Bar Date for La. PI Claimants Extended to September 30
--------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates continue to
discuss a possible settlement relating to the handling, method of
compensation, and liquidation of Louisiana Hearing Loss and Coal
Tar Pitch Volatiles exposure claims in connection with any plan or
plans of reorganization.

In the interim, the Debtors agree to extend the deadline for
filing Louisiana Hearing Loss and Coal Tar Pitch Volatiles claims
until September 30, 2003.  Should the parties come up with an
agreement before that time, the Claims addressed by the Agreement
will no longer be subject to the September 30, 2003 Bar Date.
(Kaiser Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KMART CORP: Settles Claims Dispute with General Electric Capital
----------------------------------------------------------------
Kmart Corporation and its debtor-affiliates lease self-checkout
units from General Electric Capital Corporation.  The self-
checkout equipment is used to allow customers to pay for
merchandise without a Kmart associate's assistance.  As part of
their restructuring strategy, the Debtors decided to reject the
Agreement.  The Debtors determined that the equipment is no longer
cost-effective for them and their ongoing business.  The equipment
uses outdated technology, which costs the Debtors large sums in
repair and maintenance charges.  The Debtors also noted that the
lease payments under the Agreement no longer bear any relation to
the value of the equipment.  They could purchase new self-checkout
units today for about two-thirds as much as they pay in lease
payments.

GE Capital and the Debtors engaged in settlement discussions.
Eventually, the Debtors and GE Capital reached a settlement on
the dispute.  Both parties agree that the Agreement will be
rejected as of the effective date of the Debtors' Plan and the
equipment will be returned to GE Capital.  The Debtors will also
make a $5,375,000 payment to GE Capital to settle all of its
claims against them.  This includes administrative claims for
postpetition rent and unsecured rejection claims.

In conjunction with the settlement agreement, the Debtors will
dismiss all preferential transfer claims against Panasonic
Company.  The Debtors believe that Panasonic may assert defenses
that would offset the claims they sought.  The dismissal of the
claims against Panasonic was part of GE Capital's condition in
accepting the Settlement.  GE Capital and Panasonic are parties
to a factoring agreement concerning invoices related to an
adversary proceeding.

In May 2003, the Debtors commenced an adversary proceeding
against Panasonic to recover $31,671,325 in preferential
transfers made within the 90 days before the Petition Date.  The
Debtors argued that they were already insolvent at the time the
transfers were made.  The transfers, therefore, allowed Panasonic
to receive more than it would have received had the Debtors'
cases been under Chapter 7 of the Bankruptcy Code, had the
transfers not been made, or had Panasonic received payment of the
debt in accordance with Bankruptcy Code provisions. (Kmart
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LEAP WIRELESS: Wants Plan-Filing Exclusivity Extended to Dec. 9
---------------------------------------------------------------
Robert A. Klyman, Esq., at Latham & Watkins, in Los Angeles,
California, reports that the Leap Wireless Debtors have made
concerted efforts both before and after the Petition Date to
ensure an uncomplicated transition to Chapter 11, reduce their on-
going expenses, generally stay current on their postpetition
obligations and promptly pay bills as they come due, address the
myriad of legal and operational issues and problems that
invariably arise in large cases, and establish a framework for
their reorganization.  The Debtors have made these achievements:

A. First Day Motions

   Through the First Day Motions, the Debtors were granted
   authority to continue many of the standard practices essential
   to their operations, including the payment of prepetition
   claims of utilities, vendors, suppliers, employees and other
   necessary entities.

B. Motion to Appoint Equity Committee

   In May 2003, Gabelli Asset Management, Inc., beneficial holder
   of 750,000 shares of Leap common stock, sought for the
   appointment of an equity security holders committee.
   MCG PCS, Inc., holder of 21,021,431 or 35.9% of Leap shares,
   supported the request.

   The Debtors, the Official Committee of Unsecured Creditors and
   the Informal Vendor Debt Committee opposed the request.

   On June 16, 2003, the Court denied the request.

C. Disclosure Statement and Plan of Reorganization

   Before the Petition Date, the Debtors heavily negotiated the
   terms of a restructuring plan with the Informal Vendor Debt
   Committee and the Informal Noteholder Committee.  The
   Debtors filed their reorganization plan and disclosure
   statement on May 9, 2003.  After subsequent revisions to
   address the Court's comments as well as the objections raised
   by interested parties, the Court approved the Disclosure
   Statement on July 31, 2003.  The Debtors commenced soliciting
   Plan votes on August 7, 2003.  The Court will hold a
   confirmation hearing beginning on September 29, 2003.

D. Rejection of Unexpired Leases and Executory Contracts

   The Debtors have filed four motions rejecting various cell
   site leases, retail store leases, office leases and executory
   contracts and one motion assuming and rejecting certain cell
   site leases.  The rejection of these leases and contracts
   saved these estates hundreds of thousands of dollars in
   administrative expenses.  The Debtors also entered into
   amendments to over 200 cell site leases, which will save the
   estates over $1,000,000 annually in rent.  The Debtors expect
   to file a motion to assume the leases as amended in the next
   two weeks.

E. Adequate Assurance of Future Payment for Utilities

   The Utility Order provided that the Debtors' record of
   payment of prepetition utility bills, their demonstrated
   ability and inclination to pay future bills, and the
   administrative claim priority afforded to the Utility
   Companies, together, constitute adequate assurance of future
   payment for utility services, pursuant to Section 366(b) of
   the Bankruptcy Code.  The Utility Order also established
   procedures should the Utility Companies request a reasonable
   security deposit as an additional adequate assurance of
   payment.

   The Debtors received 21 requests for additional adequate
   payment assurance -- 13 of which the Debtors determined were
   reasonable.  After extensive negotiations, the Debtors have
   reached agreements with all utilities requesting further
   adequate payment assurance.  In certain cases, the Debtors
   entered into stipulations, which were approved by the Court on
   July 31, 2003.

F. Bar Date for Proof of Claim Filings

   The Debtors knew that establishing a deadline for filing
   proofs of claim was essential for them to accurately
   determine the amount and nature of claims in these cases.
   Determining the amount, nature and priority of the claims
   will enable the Debtors to analyze the impact that the claims
   have on their Plan.

   On April 14, 2003, the Court entered an order fixing June 28,
   2003 as the bar date for filing proofs of claim.  The Court
   also set September 8, 2003 as a Supplemental Claims Bar Date.

G. Other Efforts and Activities

   The Debtors obtained the Court's authority to employ Latham &
   Watkins LLP as general bankruptcy counsel, UBS Securities LLC
   as financial advisors, PricewaterhouseCoopers LLP as
   accountants and Frank E. Rogozeinski, Inc. as special
   litigation counsel.  The Debtors have also obtained approval
   to employ and compensate numerous "ordinary course"
   professionals.  Further, the Debtors recently filed motions to
   approve the sale of certain PCS licenses to Edge Acquisitions.

Although the Court recently approved the Disclosure Statement,
the Debtors do not want the Exclusivity Periods to expire before
they can see their Plan through to conclusion.  The Debtors have
faced considerable opposition to the Disclosure Statement, and
they expect further opposition from MCG.  The Debtors have
successfully resolved nearly every objection and have the support
of the Informal Vendor Debt Committee and the Creditors'
Committee.  However, the end of the Solicitation Period,
currently October 10, 2003, is merely three days after the last
scheduled day for the Confirmation Hearing, October 7, 2003.  Any
delay will cause the Exclusivity Periods to expire before
confirmation is complete.  Mr. Klyman asserts that the Debtors
should be allowed to seek confirmation with the opportunity to
address any objections that may arise and without the threat of
expiration of the Solicitation Period.

Section 1121(b) of the Bankruptcy Code gives a debtor the
exclusive right to file a Chapter 11 plan of reorganization for
an initial period of 120 days from the Petition Date.  If the
debtor files a plan within this exclusive period, then the debtor
has the exclusive right for 180 days from the Petition Date to
solicit acceptances to its plan.  Section 1121(d) of the
Bankruptcy Code provides that the Court may extend the
Exclusivity Periods "for cause" upon request of a party-in-
interest and after notice and hearing.

Because the Bankruptcy Code does not define "cause" for the
exclusive periods extension, courts have looked to the
legislative history of Section 1121(d) for guidance.  From the
legislative history, it is clear that Congress did not intend
that the 120-day and 180-day periods to be a hard and fast rule.
Rather, Congress intended that the Exclusivity Periods be of
adequate duration, given the circumstances, for the debtor to
formulate, negotiate and draft a consensual plan without the
dislocation and disruption to its business that would occur with
the filing of competing plans.

Mr. Klyman emphasizes that cause exists for an extension of the
Exclusivity Periods in these cases.  Leap's bankruptcy is a large
and complex Chapter 11 case, involving 66 debtors, significant
assets in over 20 different states, about $2,600,000,000 in total
liabilities and thousands of creditors.  The Debtors provide
service to 1,460,000 customers and had $184,300,000 in gross
revenue for the quarter ending June 30, 2003.  Currently, the
Debtors are parties to thousands of executory contracts and non-
residential leases for everything from cell site towers to
network switches to administrative offices.

Furthermore, over a mere three and a half months, the Debtors
successfully negotiated a joint reorganization plan with the
Informal Vendor Debt Committee and the Unsecured Creditors'
Committee, filed their Disclosure Statement accompanying the Plan
and received Court approval of the Disclosure Statement over
numerous objections and significant opposition from MCG.  Mr.
Klyman maintains that these are extraordinary achievements in
light of the size and complexity of Leap's cases.

Mr. Klyman points out that the termination of the Exclusivity
Periods at this time would create an uncertain, chaotic
environment, which would inevitably disrupt confirmation of the
Plan and the Debtors' chances for a successful reorganization.
Expiration of the Exclusive Periods could lead to the filing of
competing plans that would needlessly deflect the attention of
the Debtors and other interested parties and would likely lead to
significantly increased administrative expenses with no real
benefit to the estates.

Accordingly, the Debtors ask the Court to extend:

    (i) the exclusive period in which they may file a plan of
        reorganization to December 9, 2003; and

   (ii) the exclusive period in which they may solicit
        acceptances of that plan to February 9, 2004. (Leap
        Wireless Bankruptcy News, Issue No. 9; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


LEVCO FOOTWEAR GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Levco Footwear Group
        350 Fifth Avenue
        Suite 538
        New York, New York 10118

Bankruptcy Case No.: 03-15364

Type of Business: Shoe retail stores

Chapter 11 Petition Date: August 26, 2003

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Yann Geron, Esq.
                  Geron & Associates, P.C.
                  13 East 37th Street
                  Suite 800
                  New York, NY 10016
                  Tel: 212-682-7575
                  Fax: 212-682-4218

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


LOEWEN GROUP: Four Directors Disclose Common Stock Purchases
------------------------------------------------------------
Azalea K. Angeles reports that, in July 2003, Paul A. Houston of
Toronto, purchased 3,150 shares of the common stock of Alderwoods
Group, Inc., at $6.45, bringing Mr. Houston's total owned shares
to 16,035.  Mr. Houston is the President and a Director of AGI.

Charles M. Elson, also of Toronto, purchased 639 shares of the
common stock of AGI at a price of $0, bringing his total ownership
to 21,813 shares.  Mr. Elson is a Director of AGI.

David R. Hilty of Toronto purchased 881 shares of AGI's common
stock for a price of $0, bringing his total to 6,502 shares.  Mr.
Hilty is also a director of AGI.

Olivia F. Kirtley of Toronto, a Director of AGI, purchased 345
shares of AGI's common stock at $0, and now owns a total of 6,074
shares. (Loewen Bankruptcy News, Issue No. 75; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


MASSEY ENERGY: Revises Projections for 3rd Quarter 2003 Results
---------------------------------------------------------------
Massey Energy Company (NYSE: MEE) expects to report lower
financial results than previously projected for its third quarter
ending September 30, 2003, due primarily to lower productivity and
shipment shortfalls.

"The disappointing productivity and shipping that we reported in
July has continued in August," said Don L. Blankenship, Massey
Energy Chairman and CEO.  "While we are currently seeing
improvement, we don't expect to achieve our previous guidance for
the quarter."

In its July 30, 2003 second quarter earnings release, the Company
projected third quarter shipments of 10.5 to 11.5 million tons,
earnings of $0.08 to $0.18 per share and EBITDA of $65 to $75
million, including the net effect of a business interruption claim
settlement of $0.13 per share.  The Company reported that it now
expects shipments of 10.3 to 10.7 million tons, a loss of $0.12 to
breakeven per share, including the revised net effect of the claim
settlement of $0.15 per share, and total EBITDA of $40 to $55
million.

"A number of relatively minor but cumulative production and
shipping problems have occurred that have negatively impacted our
results," said Blankenship.  The Company reported that both
longwall moves so far in the quarter have taken significantly
longer than anticipated.  One more longwall move is scheduled to
take place in early September.  "While the third quarter's results
will be disappointing, we expect a fourth quarter return to the
cash cost improvement trend we saw in the second quarter,"
concluded Blankenship.

On a more positive note, the Company reported that the coal
industry sales market in Central Appalachia continues to
strengthen.  Many utility customers have been active this quarter
in soliciting bids for 2004, leading to improved pricing.  Since
the end of July, Massey's sales commitments for 2004 have
increased by over 3 million tons at favorable prices and now total
approximately 35 million tons.

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

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

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


MEDISOLUTION LTD: June 30 Balance Sheet Upside-Down by $6.5 Mil.
----------------------------------------------------------------
MediSolution Ltd. (TSX: MSH), a leading Canadian healthcare
information technology company, announced its financial results
for the first quarter ended June 30, 2003.

Revenue increased by 8% to $11.7 million in the quarter ended June
30, 2003 compared to the prior year. The growth in revenue was
achieved primarily in the Administrative Solutions segment driven
by increased payroll processing revenues, which were positively
impacted by one-time payroll processing transactions during the
quarter. Revenues in the Healthcare Information Systems segment
were the same as the prior year.

The Company achieved EBITDA of $0.9 million during the quarter
compared to $0.6 million reported in the prior year. This
improvement is largely due to the increase in revenue.

The loss for the quarter ended June 30, 2003 was reduced to $0.7
million from $1.3 million reported in the prior year.

MediSolution's June 30, 2003 balance sheet shows a working capital
deficit of about $13 million and a total shareholders' equity
deficit of about $6.5 million.

                          Highlights

During the quarter, MediSolution signed $2.5 million in new
contracts, despite being faced with a challenging environment as a
result of severe acute respiratory syndrome. The unprecedented
circumstances surrounding SARS, with regards to both the severity
and speed at which it affected the hospitals and healthcare
industry, caused decision makers to focus on other areas than IT
spending, deferring the signing of expected contracts.

The new contracts included the following customers:

- Jewish General Hospital, Sir Mortimer B. Davis, Montreal
  (Quebec), for Virtuo(R), a financial and materials management
  information system;

- Centre hospitalier Pierre-Le Gardeur, Repentigny (Quebec), for
  MediHR(R), a human resources information management system, and
  MediTime(R), a scheduling system.

MediSolution also announced during the quarter the signing of an
agreement with Microsoft that appoints MediSolution as a Microsoft
Business Solutions HR Centre of Excellence Partner for healthcare
in the United States. This agreement enables MediSolution to
accelerate growth of the MediHR(R) product and services in the US
market. MediHR(R), enhances the efficiency of human resources by
improving the accuracy and timeliness of employee information.

                           Outlook

"We are pleased to be able to report our fourth consecutive
quarter of year over year revenue growth," said Allan D. Lin,
MediSolution's President and Chief Executive Officer. "We look
forward to a strong contribution to revenue in the latter part of
the year from our new US management team established earlier this
year. MediSolution is planning to deliver on our financial goal to
achieve an increase of 10% in revenue for the 2003-2004 fiscal
year."

MediSolution Ltd. is a leading Canadian healthcare information
technology company with offices in Canada and the United States.
The company markets a comprehensive suite of information systems
and professional services to the healthcare industry. More
information about MediSolution is available at
http://www.medisolution.com


META HEALTH: Issuing 650K Common Shares Under Reorg. Agreement
--------------------------------------------------------------
Meta Health Services Inc. has made application to the TSX Venture
Exchange (TSX-VEN) for approval of the issuance of 650,000 common
shares at a price of $0.50 per share in satisfaction of certain
obligations of Meta under a reorganization agreement made October
31st, 2000 with, among others, the holders of Class "A" Preferred
Shares of Medcare Logistics Inc.

On February 17, 1999, Meta purchased all of the issued and
outstanding common shares of Medcare. The 26 issued and
outstanding Medcare Class "A" Preferred Shares of Medcare are held
by Rogan Holdings Inc. (holding 20 Medcare Preferred Shares),
Lawrence Chan, (holding 4 Medcare Preferred Shares), and William
Divitcoff, (holding 2 Medcare Preferred Shares). Rogan and
Divitcoff are also shareholders of Meta, currently holding
approximately 30.4% and 0.3% of the outstanding common shares of
Meta, respectively.

Under the Reorganization Agreement the parties agreed to make an
application to the applicable regulatory authorities to obtain
approval for the conversion of the Medcare Preferred Shares into
an equal number of series 1 first preferred shares of Meta. The
Meta Preferred Shares were to contain the same terms as the
Medcare Preferred Shares as well as the following additional
features:

1. Each Meta Preferred Share would be convertible at a price of
   $0.72 per share or such other escalating prices as the TSX-VEN
   should approve, into common shares of Meta, for a term
   equivalent to the maximum period acceptable to the TSX-VEN; and

2. The dividends payable on the Meta Preferred Shares would, at
   the discretion of the board of directors of Meta, be paid in
   common shares of Meta based on a conversion ratio to be
   determined in accordance with the five-day weighted average
   trading price of the common shares of Meta on the TSX-VEN
   immediately prior to the due date of such dividends.

For the reasons described below, application was not immediately
made to the TSX-VEN pursuant to the Reorganization Agreement.

On November 15, 2000, Meta issued a press release to announce its
decision to discontinue Medcare's operations and proceed with the
liquidation of the assets of Medcare as a result of the general
non-performance of Medcare after its acquisition by Meta. A
proposal pursuant to Part III of the Bankruptcy and Insolvency Act
(Canada) was accepted by the Supreme Court of British Columbia in
Bankruptcy on January 15, 2001. The liquidation of Medcare was
completed as of January 24, 2002. Meta was required to wait until
the liquidation proceedings were complete before making an
application to regulatory authorities to exchange the Medcare
Preferred Shares for Meta Preferred Shares.

Pursuant to the Reorganization Agreement, Meta has a contractual
obligation to the Medcare Preferred Shareholders to issue Meta
Preferred Shares. However, based on further discussions between
Meta and the Medcare Preferred Shareholders, the parties have now
agreed that it is in their best interests to issue common shares
of Meta to the Meta Preferred Shareholders in lieu of the Meta
Preferred Shares, for the following reasons. The 7% cumulative
dividend requirement of the proposed Meta Preferred Shares would
be a hardship to Meta, which has limited cash flow. Further,
issuing common shares will be much simpler than designating and
issuing Meta Preferred Shares, thereby further saving Meta legal
and administrative fees and management time.

The 650,000 common shares will be allocated as follows:

                    Rogan 500,000
                    Chan 100,000
                    Divitcoff 50,000

Rogan is the largest shareholder of Meta, currently holding
approximately 30.4% of the outstanding common shares. Rogan is
owned by a family trust, of which Dr. Gordon Organ, a director of
Meta, is a beneficiary. The issuance of common shares to Rogan is
exempt from the valuation and minority approval requirements of
TSX-VEN Policy 5.9 and Ontario Securities Commission Rule 61-501.

The Board of Directors of Meta approved of the issuance of common
shares described in this press release at a meeting held on Dec.
12, 2002. Dr. Organ abstained from voting on the transaction. For
the reasons described above, the board concluded that it is in the
best interests of Meta to issue the common shares in satisfaction
of its obligations pursuant to the Reorganization Agreement.


MET-COIL SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Met-Coil Systems Corporation
        260 North Elm Street
        Westfield, Massachusetts 01085

Bankruptcy Case No.: 03-12676

Type of Business: The Debtor manufactures coil sheet metal
                  processing equipment and integrated systems for
                  producing blanks from sheet metal coils.

Chapter 11 Petition Date: August 26, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: James C. Carignan, Esq.
                  Jason W. Harbour, Esq.
                  Morris Nichols Arsht & Tunnell
                  1201 N. Market Street
                  PO Box 1347
                  Wilmington, DE 19899
                  Tel: 302-658-9200
                  Fax: 302-658-3989

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
MB Financial Bank, N.A.     Bank Loan               $5,500,000
3232 West Peterson Avenue
Chicago, IL 60659
Attn: Peter Straus
Tel: 773-645-5028
Fax: 773-861-2899

Baker & McKenzie            Professional              $672,661
130 East Randolph Drive
Chicago. IL 60601
Attn: David Hackett
Tel: 312-861-8000
Fax: 312-861-2899

Wildman, Harrold, Allen     Professional              $401,132
& Dixon
225 West Wacker Drive
Suite 3000
Chicago, IL 60606
Attn: Ron Heard
Tel: 312-201-2000
Fax: 312-201-2555

Donohue Brown Mathewson     Professional              $113,110
& Smyth

Groundwater Services, Inc.  Trade                     $103,066

Ingersoll-Rand Company      Trade                      $73,326

Schiff Hardin & Waite       Professional               $51,551

Hypertherm, Inc.            Trade                      $51,537

Jorgensen, Earle M Co.      Trade                      $49,807

Thermal Remediation Serv.,  Trade                      $48,142
Inc.

BDI                         Trade                      $40,729

Pacesetter Steel Service    Trade                      $34,074

Fletcher-Reinhardt Co.      Trade                      $28,909

Hartfiel Company            Trade                      $26,128

Precision Industries        Trade                      $20,756

Duro Dyne Corp              Trade                      $19,672

Motion Industries, Inc.     Trade                      $19,405

Production Products Ltd.    Trade                      $17,295

Industrial Engineering      Trade                      $17,086

Pioneer Workspace           Trade                      $16,286
Solutions


MIRANT CORP: Bringing-In AP Services LLC for Crisis Management
--------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Mirant Corp., and
its debtor-affiliates seek the Court's authority to employ AP
Services, LLC as their crisis managers and thereby designate
Robert Dangremond as their Chief Restructuring Officer under the
terms of the Engagement Letter dated July 14, 2003.

Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that under the terms of the Engagement Letter:

   (a) AP will provide certain temporary employees to the
       Debtors to assist them in their restructuring;

   (b) Mr. Dangremond will assist the Debtors in their
       operations with an objective of restructuring the
       Debtors, and manage the Debtors' restructuring efforts,
       including negotiating with parties-in-interest, and
       coordinating the "working group" of the Debtors'
       employees and external professionals who are assisting
       the Debtors in the restructuring; and

   (c) The Temporary Employees will assist Mr. Dangremond.

According to Mr. Peck, Mr. Dangremond is well suited to provide
the restructuring services the Debtors require.  Mr. Dangremond
is affiliated with the restructuring firm AlixPartners, LLP.
AlixPartners is a leading corporate restructuring advisor, which
has a wealth of experience in providing services in Chapter 11
cases and has an excellent reputation for the services it has
rendered on the Debtors' behalf in cases throughout the United
States.  AlixPartners has provided restructuring services to
numerous large cases, including that of Kmart Corporation,
WorldCom, Inc. and Fleming Companies, Inc.

Pursuant to the Engagement Letter, the Debtors will provide Mr.
Dangremond with D&O insurance coverage.  Furthermore, Mr.
Dangremond will be entitled to the benefit of the most favorable
indemnities the Debtors provide to their officers and directors,
whether under the by-laws, certificates of incorporation, by
contract or otherwise.

The firm will charge the Debtors these hourly rates:

   Principal                      $420 - 670
   Senior Associates               325 - 495
   Associates                      375 - 390
   Accountants and Consultants     225 - 280
   Analysts                        150 - 180
   Paraprofessionals               105 - 110

In addition to the hourly rates, AP will also seek reimbursement
of out-of-pocket expenses incurred in connection with the
assignment, including travel, lodging, postage and a
communications charge to cover telephone and facsimile charges
that is calculated at $4 per billable hour of time worked on the
Debtors' behalf.

Douglas C. Werking, an associate with AP Services, informs Judge
Lynn that AP received a $750,000 retainer under the Engagement
Letter to be applied against the compensation, including
expenses, specific to the engagement.  Any unearned portion of
the retainer will be returned to the Debtors upon the termination
of the engagement.

Aside from the hourly fees and reimbursable expenses, Mr. Werking
states that AP will be compensated for its efforts by the payment
of a $5,000,000 Success Fee.  The Success Fee will be due based
on confirmation of a Plan of Reorganization or upon closing of a
sale of a majority of the Debtors' assets.  AP acknowledges that
the Success Fee is not payable if its employment is terminated
for cause or if there is a conversion of the case.  AP further
acknowledges that the Success Fee is subject to Court approval
when earned.

Since AP is not being employed as a professional under Section
327 of the Bankruptcy Code, Mr. Peck says that AP will not be
submitting quarterly fee applications pursuant to Sections 330
and 331 of the Bankruptcy Code.  However, on a monthly basis, AP
will file a notice of compensation earned and expenses incurred
for the previous month with the Court and the U.S. Trustee.

According to Mr. Werking, to the best of his knowledge, neither
he, nor AlixPartners and AP and their principals, employees,
agents or affiliates, have any connection with the Debtors, their
creditors, the U.S. Trustee or any other party with an actual or
potential interest in these Chapter 11 cases, except as
disclosed.  Mr. Werking assures the Court that AP holds no
adverse interest as to the matters for which it has been employed
by the Debtors.  To the extent that certain individuals will be
employed by the Debtors on a part-time basis, AP promises that
there will be no simultaneous engagement existing which would
constitute a conflict or adverse interest as to the matter for
which it has been employed by the Debtors.

Mr. Peck contends that under Section 363(c), the Debtors are
authorized enter into transactions and use the estate's property
in the ordinary course of business.  The Debtors routinely hire
and fire senior executives.  The absence of executives capable of
achieving a successful reorganization would severely hinder the
Debtors' ability to reorganize in an efficient and effective
manner.

Thus, Mr. Peck argues that AP Services' employment should be
approved because:

   (a) Mr. Dangremond is qualified for the position for which he
       is being employed; and

   (b) the Debtors believe that the terms of the Engagement
       Letter are within the range of those for senior executive
       officers employed with companies of comparable size,
       value and reputation.

                          *     *     *

On an interim basis, Judge Lynn authorizes the Debtors to employ
AP Services as their crisis managers. (Mirant Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MORGAN STANLEY: Fitch Affirms 3 Class Ratings at Lower-B Level
--------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital's commercial
mortgage pass-through certificates, series 1997-C1 as follows:

     -- $38.4 million class C to 'AA+' from 'AA-';

     -- $35.2 million class D to 'A' from 'BBB+'.

In addition, Fitch affirms the following certificates:

     -- $18.1 million class A-1B 'AAA';

     -- $139.5 million class A-1C 'AAA';

     -- Interest only class IO-1 'AAA';

     -- $51.3 million class B 'AAA'.

     -- $19.2 million class F 'BB+';

     -- $11.2 million class G 'BB';

     -- $20.8 million class H 'B'.

Fitch does not rate the $6.4 million class E, nor the $20.6
million class J. The rating upgrades and affirmations follow
Fitch's annual review of the transaction, which closed in March
1997.

The upgrades are primarily the result of increased subordination
levels due to loan payoffs and amortization. As of the August 2003
distribution date, the pool's collateral balance has been reduced
by 44%, to $360.8 million from $640.7 million at issuance.

GMAC Commercial Mortgage Corp, the master and special servicer,
provided year-end 2002 financials for 90% of the pool. According
to the information provided, the YE 2002 weighted average debt
service coverage ratio declined to 1.75 times  from 1.83x at YE
2001, but remains above issuance at 1.42x for the same loans. Only
two loans (1.4%) have a DSCR below 1.0x.

One loan (1.8%) is currently being specially serviced. The loan is
real estate owned and secured by an office property located in
Dallas, Texas. The property is currently listed for sale.

Fitch identified loans of concern and applied various stress
scenarios. Even under these stress scenarios, subordination levels
remain sufficient to upgrade the ratings. Fitch will continue to
monitor this transaction, as surveillance is ongoing.


NAT'L STEEL: Gets Nod to Implement Liquidation Retention Program
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates obtained the
Court's authority to implement the Liquidation Retention Program
for their remaining employees.

As previously reported, ech employee's Liquidation Retention
Payment would be paid on the date that the Debtors terminate the
employee without cause.  Employees who are terminated for cause or
who resign before termination would not be entitled to any
payments under the program.

Any payment due under the Liquidation Retention Program is
additive to payments that an employee may be entitled to under the
Initial Program, and the Liquidation Retention Program will not be
deemed to alter or modify the previously approved program in any
way.  The Debtors and the employees have also agreed that any
payments that remain due under the Initial Program will not be
paid unless and until the employee is eligible to receive a
payment under the Liquidation Retention Program.

Payments under the Liquidation Retention Program are "extremely
modest for a case of this magnitude -- less than $2,000,000 in the
aggregate."

Early in National Steel Corporation and its debtor-affiliates'
Chapter 11 cases, the Court approved an employee retention and
severance program designed to minimize management and other key
employee turnover by providing incentives.  The initial program
included four separate components:

     (a) A retention program covering 95 key employees;

     (b) A severance program covering 1,500 non-union employees
         without employment contracts;

     (c) A severance program covering 11 key executive officers
         and nine other key management employees with prepetition
         employment contracts; and

     (d) Continuation of a prepetition deferred compensation plan.

After the Sale of the Debtors' assets to United States Steel
Corporation, substantially all of their employees have either
become employees of U.S. Steel or have been terminated. Excluding
those employees administering certain of their pension plans on
behalf of the Pension Benefit Guaranty Corporation, the Debtors'
continuing workforce is comprised of 26 individuals requested to
remain with the Debtors.

The Debtors acknowledge that these remaining employees and their
collective expertise and knowledge to efficiently wrap up the
estates' affairs are essential to the successful wind-down of the
Debtors' business in a manner that maximizes the recovery to
creditors.  To ensure that the employees will continue to work
for a liquidating estate and to complete the tasks that remain
for these estates, the Debtors decided to implement a Liquidation
Retention Program. (National Steel Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: IBJ Whitehall Demands Admin. Expense Payment
-------------------------------------------------------------
The NationsRent Debtors and IBJ Whitehall Business Credit
Corporation are parties to an October 29, 1999 Master Equipment
Lease Agreement.  As part of their restructuring strategy, the
Debtors rejected the Lease.

In view of the Lease rejection, IBJ asserted these administrative
expense claims against the Debtors:

   (1) $875,493 in unpaid postpetition rent;

   (2) $42,203 in postpetition attorney's fee and cost;

   (3) $1,619,001 in rental return fees;

   (4) $3,247 in reimbursement of postpetition taxes IBJ paid;

   (5) $74,446 in damages from the Debtors' failure to return the
       leased equipment to specified locations;

   (6) $72,194 in total damages as a result of the Debtors'
       failure to return equipment in "rental ready" condition
       before the effective date of the lease rejection;

   (7) $35,599 in damages for the Debtors' failure to turn over
       the proceeds they received from selling an IBJ equipment;
       and

   (8) other amounts incurred under the Lease before the
       Effective Rejection Date.

By this motion, IBJ wants the Court to compel the Debtors to pay
the Administrative Expense Claims. (NationsRent Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEENAH FOUNDRY: Mails Subscription Materials re Rights Offering
---------------------------------------------------------------
Neenah Foundry Company has mailed subscription materials relating
to the Rights Offering described in its Prepackaged Joint Plan of
Reorganization filed August 5, 2003.

The subscription materials are being sent to the holders of record
as of August 22, 2003 of the Company's outstanding 11-1/8 % series
A, B, D and F senior subordinated notes due 2007. Holders of the
notes will receive these subscription materials through their
nominees. The subscription materials will include instructions as
to how holders may elect to participate in the Rights Offering.

Subscription rights will expire at 5:00 p.m., New York City time
on September 24, 2003.

Neenah Foundry Company manufactures and markets a wide range of
iron castings and steel forgings for the heavy municipal market
and selected segments of the industrial markets.  Neenah is one of
the larger independent foundry companies in the country, with
leading market share of the municipal and industrial markets for
gray and ductile iron castings and forged steel products.
Additional information about Neenah is available on the Company's
Web site at http://www.nfco.com


NEPTUNE SOCIETY: Selling All Operating Assets to The Apogee Cos.
----------------------------------------------------------------
The Neptune Society, Inc. (OTCBB:NPTI), one of the country's
largest publicly traded cremation specialists, has entered into a
letter of intent with The Apogee Companies, Inc., a private
company controlled by Roy P. Disney, to sell substantially all of
the operating assets of Neptune Society's cremation service
business which is currently operated under the names "The Neptune
Society," "The Trident Society" and other trade names of Neptune
Society and its subsidiaries.

The board of directors of Neptune Society have approved the terms
of the Letter of Intent.

Under the terms of the Letter of Intent, Apogee will form a new
entity which will purchase substantially all of the operating
assets (including accounts receivables) of Neptune Society and its
subsidiaries for the following consideration:

-- $8,500,000 in cash;

-- a debenture in the principal amount of $3,000,000 bearing
   interest at the rate of 6% per annum, payable three years after
   the closing date of the acquisition;

-- the assumption of certain liabilities and obligations of
   Neptune Society, including existing loans in the amount of
   approximately $7,400,000 and certain other specified
   liabilities and contract rights; and

-- the transfer of all shares of common stock and rights to
   acquire common stock of Neptune Society held by Apogee and
   other investors in Apogee Affiliate.

Neptune Society will retain certain assets, including its cash and
cash equivalents and a refund of sales taxes paid to the State of
California in the amount of approximately $750,000. The cash
portion of the purchase price will be adjusted to the extent that
trade payables and accrued liabilities assumed by the Apogee
Affiliate exceed a normalized level of trade payables and accrued
liabilities and to the extent that the collectable portion of
accounts receivable are less than a normalized level of accounts
receivable, in both cases under terms to be negotiated and set
forth in the definitive asset purchase agreement.

The Apogee Affiliate has agreed to assume, and Neptune Society has
agreed to assign, the existing employment or consulting agreements
of certain of Neptune Society's Key Executives, subject to their
respective consents.

Apogee's obligation to complete the acquisition is subject to
satisfaction, or waiver by Apogee, of a number of conditions,
including among other things, the completion of due diligence by
Apogee to its absolute satisfaction, approval of the transaction
by Neptune Society's board of directors and shareholders and the
execution and delivery of a definitive asset purchase agreement.

There is no assurance that the conditions to the proposed
transaction with Apogee will be met, or, if met, that the
transaction will be consummated as planned.

The letter of intent (with the exception of the confidentiality
provisions) will expire 30 days after the parties begin the
negotiation and preparation of the definitive asset purchase
agreement. The definitive asset purchase agreement may be
terminated by written notice of either party six months after its
execution and delivery if the transaction has not closed. Until
the letter of intent has expired or the definitive asset purchase
agreement has been terminated, the Neptune Society will operate
its business consistent with ordinary course consistent with past
practice and will not negotiate or enter into any agreement to
sell its assets or capital stock.

Neptune intends to file a copy of the Letter of Intent on Form 8-K
with the Securities and Exchange Commission.

                         *     *     *

As reported in Troubled Company Reporter's August 14, 2003
edition, The Neptune Society, Inc., paid the remaining $1.8
million balance of the acquisition debt related to its 1999
purchase of the Neptune Society business. The Company satisfied
this obligation, in part, from the proceeds of a $1,500,000 debt
financing by Capex, LLP, of Denver, Colorado. In connection with
the debt financing, the Company also restructured its obligation
under the 13% Debentures held by Capex and another
debentureholder.

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

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


NORTHWESTERN CORP: Shareholders Meeting Adjourned Until Sept. 15
----------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) adjourned its stockholders
meeting to allow continued voting on proposal to amend the
Company's Restated Certificate of Incorporation.

Stockholders elected two members of Class III of the Board of
Directors to hold office until 2006.  Those elected included
Marilyn R. Seymann, president and chief executive officer of M
One, Inc., and Lawrence J. Ramaekers, formerly president and chief
executive officer of ANC Rental Corporation, and current chief
operating officer of MicroWarehouse.  Stockholders also ratified
the appointment of Deloitte & Touche LLP as auditors for the year
ending Dec. 31, 2003.

The adjourned meeting will reconvene to vote on the proposal to
amend the Company's Restated Certificate of Incorporation at 10:00
a.m. Central time on September 15, 2003, at the Sheraton
Convention Center in Sioux Falls, South Dakota.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 598,000 customers in Montana, South Dakota and
Nebraska.  NorthWestern also has investments in Expanets, Inc., a
nationwide provider of networked communications and data services
to small and mid-sized businesses, and Blue Dot Services Inc., a
provider of heating, ventilation and air conditioning services to
residential and commercial customers.

Northwestern's June 30, 2003, balance sheet shows a working
capital deficit of about $1.1 billion while net capital deficit
tops $504 million.


NRG ENERGY: Court Modifies Stay Allowing Sr. Debentures Transfer
----------------------------------------------------------------
Joseph T. Moldovan, Esq., at Morrison, Cohen, Singer & Weinstein,
LLP, in New York, relates that in March 2001, NRG Energy, Inc.
issued 11,500,000 equity units to certain investors.  Each Equity
Unit consists of a corporate unit comprising a $25 principal
amount of NRG's Senior Debentures and a Purchase Obligation to
acquire Xcel Energy Inc.'s common stock no later than May 18,
2004.

The Equity Units are governed by a Purchase Contract Agreement,
dated March 31, 2001, between NRG and The Bank of New York, as
purchasing contract agent for the holders of the Equity Units.
Wilmington Trust Company succeeded The Bank of New York as the
purchasing contract agent.

Pursuant to the terms of a Pledge Agreement among NRG, The Chase
Manhattan Bank, as collateral agent, custodial agent and
securities intermediary, and Wilmington, Wilmington pledged the
NRG 06 Senior Debentures to Chase Manhattan, for NRG's benefit,
as security for the performance of the Purchase Obligations.

The Purchase Agreement provides that upon a Termination Event,
the Purchase Obligations will immediately and automatically
terminate, without the necessity of any notice or action by any
person.  "Termination Event" is defined under the Purchase
Agreement to include NRG's Chapter 11 filing.  Accordingly, the
Purchase Obligations have terminated.

The Pledge Agreement also provides that upon receipt by Chase
Manhattan of written notice from NRG or Wilmington that there has
occurred a Termination Event, Chase Manhattan will release the
NRG 06 Senior Debentures from the Pledge and will transfer the
Senior Debentures to Wilmington for the benefit of the Equity
Unit holders, free and clear of any lien, pledge or security
interest or other interest created under the Pledge Agreement.

In their May 14, 2003 Disclosure Statement, the Debtors
acknowledged that a Termination Event has occurred and that there
is no longer any basis for Chase Manhattan to maintain custody of
the Senior Debentures.  In light of the Debtors' Chapter 11
filing, Wilmington provided Chase Manhattan a written notice of
the Termination Event in accordance with the Pledge Agreement.
Despite being duly notified, Chase Manhattan has declined to
release the Senior Debentures to Wilmington.

Accordingly, Wilmington asks the Court to modify the automatic
stay, to the extent applicable, to authorize and direct the
Debtors to issue a directive to Chase Manhattan to immediately
transfer the Senior Debentures to Wilmington for the benefit of
the Equity Unit holders.

The stay should be lifted, Mr. Moldovan asserts, because the
unequivocal terms of the Pledge Agreement require Chase Manhattan
to release the Senior Debentures upon the occurrence of a
Termination Event -- in this case the Debtors' Chapter 11 filing
-- and duly provided written notice.  Both conditions precedent
to the Senior Debentures' release have occurred.  Moreover, the
Debtors acknowledge that there is no basis for Chase Manhattan to
maintain custody of the Senior Debentures.

                          *     *     *

Pursuant to Section 362(d)(1) of the Bankruptcy Code, the Court
modifies the automatic stay for the purpose of authorizing and
directing NRG to issue direction to the Collateral Agent to
immediately transfer the NRG 06 Senior Debentures to Wilmington
for the benefit of the holders of the Equity Units, thereby
enabling any transfer agent to immediately effectuate such
transfer to the holders of the Equity Units, and to require the
Collateral Agent to follow NRG's direction. (NRG Energy Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ON COMMAND: June 30 Net Capital Deficit Doubles to $34 Million
--------------------------------------------------------------
On Command Corporation (OTC Bulletin Board: ONCO), a leading
provider of in-room interactive services, business information and
guest services for the lodging industry, announced its financial
results for the quarter and six months ended June 30, 2003.

Total net revenue for the second quarter of 2003 was $59.6 million
compared to $61.0 million in the second quarter of 2002, a
decrease of 2.3%. The decrease in total net revenue is primarily
due to a decline in room revenue to $57.5 million in the second
quarter of 2003 from $59.1 million in the second quarter of 2002.
Room revenue declined primarily because of a decrease in occupancy
rates and a reduction in the average number of rooms served by the
Company.

Adjusted EBITDA (defined by On Command as revenue less direct
costs of revenue and other cash operating expenses, excluding
depreciation and amortization and asset impairments and other
charges) for the second quarter of 2003 was $14.0 million, a
decrease of 17.6% compared to the second quarter of 2002 of $17.0
million.  For the six months ended June 30, 2003, Adjusted EBITDA
was $29.8 million compared to $32.1 million in the comparable
period in 2002, a decrease of 7.2%.  Please see schedule 1
attached for a reconciliation of 2003 and 2002 Adjusted EBITDA to
loss from operations.

Loss from operations for the second quarter ended June 30, 2003
was $6.4 million compared to $8.7 million for the corresponding
period of 2002.

The Company reported a net loss attributed to common stockholders
of $11.9 million for the quarter, compared to a $14.3 million net
loss for the corresponding period in 2002.

Revenue per room for the second quarter was $22.77 compared to
$22.88 for the same period in 2002, the decrease due primarily to
a decrease in occupancy rates during the comparable periods.

Highlights for the second quarter:

     -- Installed the digital platform in 21,000 rooms, bringing
        the total number of digital rooms to 333,000 or 37.6% of
        the total owned room base of 885,000;

     -- Installed the digital music product in more than 47,000
        rooms and the TV Internet service to more than 14,600
        rooms, bringing total digital music rooms to 250,000 and
        TV Internet capability to 278,000 rooms;

     -- Installed a digital upgrade in more than 53,100 rooms,
        delivering an average uplift in room revenue from upgraded
        rooms of 22% compared to analog-based systems without the
        upgrade;

     -- Reduced capital spending and other investments for the six
        months ended June 30, 2003 to $25.9 million, compared to
        $28.6 million in the first six months of 2002.

At June 30, 2003, On Command's balance sheet shows a working
capital deficit of about $270 million, and a total shareholders'
equity deficit of about $34 million.

"We were pleased with being able to keep room revenue essentially
flat in the second quarter of 2003 compared to the second quarter
last year, despite the drop in occupancy as a result of the war
with Iraq and its lingering effect on the hospitality industry
during the quarter," said Chris Sophinos, president and chief
executive officer of On Command.

On Command Corporation -- http://www.oncommand.com-- is a leading
provider of in-room entertainment technology to the lodging and
cruise ship industries. On Command is a majority-owned subsidiary
of Liberty Satellite & Technology, Inc. (OTC Bulletin Board:
LSTTA, LSTTB).

On Command entertainment services include:  on-demand movies;
television Internet services using high-speed broadband
connectivity; television email; short form television features
covering drama, comedy, news and sports; PlayStation video games;
and music-on-demand services through Instant Media Network, a
majority-owned subsidiary of On Command Corporation and the
leading provider of digital on-demand music services to the hotel
industry.  All On Command products are connected to guest rooms
and managed by leading edge video-on-demand navigational controls
and a state-of-the art guest user interface system.  The guest
menu system can be customized by hotel properties to create a
robust platform that services the needs of On Command hotel
partners and the traveling public.  On Command and its
distribution network services more than 1,000,000 guest rooms,
which touch more than 300 million guests annually.

On Command's direct served hotel properties are located in the
United States, Canada, Mexico, Spain, and Argentina.  On Command
distributors serve cruise ships operating under the Royal
Caribbean, Costa and Carnival flags. On Command hotel properties
include more than 100 of the most prestigious hotel chains and
operators in the lodging industry:  Accor, Adam's Mark Hotels &
Resorts, Fairmont, Four Seasons, Hilton Hotels Corporation, Hyatt,
Loews, Marriott (Courtyard, Renaissance, Fairfield Inn and
Residence Inn), Radisson, Ramada, Six Continents Hotels (Inter-
Continental, Crowne Plaza and Holiday Inn), Starwood Hotels &
Resorts (Westin, Sheraton, W Hotels and Four Points), and Wyndham
Hotels & Resorts.


ORBITAL SCIENCES: Names Leo Millstein SVP and General Counsel
-------------------------------------------------------------
Orbital Sciences Corporation (NYSE:ORB) has named Mr. Leo
Millstein Senior Vice President, General Counsel and Corporate
Secretary of the Dulles, VA-based space technology company.

Mr. Millstein comes to Orbital with over 20 years of combined
experience in the satellite industry at INTELSAT and COMSAT. In
addition, Mr. Millstein has served as a Partner at Dryer, Ellis,
Joseph & Mills, a Washington, DC-based law firm and, most
recently, as General Counsel of MERANT, plc, an international
information technology company.

In his role at Orbital, Mr. Millstein will provide legal support
to the company's executive management and the Board of Directors
on major business issues, such as government contracting and
regulatory compliance, corporate governance, litigation
activities, SEC reporting, mergers and acquisitions and other
corporate transactions. He will oversee a staff of three in-house
attorneys in the company's legal department plus additional
professional staff members involved in public relations, corporate
communications, export control and related areas.

"On behalf of Orbital's executive team and Board of Directors, I
am pleased to welcome Leo to the company. We anticipate that his
exceptional background in the satellite industry and the legal
profession will add a great deal of value to our corporate
management efforts," said Mr. David W. Thompson, Orbital's
Chairman and Chief Executive Officer.

Mr. Millstein began his career in 1975 as Corporate Counsel at
COMSAT, a satellite communications company, where he handled
general legal matters for 10 years. In 1985, he left COMSAT to
join Washington, DC-based Dryer, Ellis, Joseph & Mills as a
Partner. In 1989, Mr. Millstein returned to the satellite industry
for the next 11 years, joining INTELSAT, an international
satellite communications organization, as Deputy General Counsel.
He later served INTELSAT as Director of Corporate Restructuring.
In 2000, Mr. Millstein joined MERANT, plc as Vice President,
General Counsel and Secretary, where he carried out
responsibilities similar to those that he will oversee at Orbital.

Mr. Millstein holds a B.S. degree in Aeronautical and
Astronautical Engineering from Purdue University and earned his
law degree from George Washington University. He is married to
Linda Finkelman and has a daughter.

Orbital (Fitch, B+ Senior Secured Credit Facility & B 2nd Priority
Secured Notes Ratings) develops and manufactures small space
systems for commercial, civil government and military customers.
The company's primary products are satellites and launch vehicles,
including low-orbit, geostationary and planetary spacecraft for
communications, remote sensing and scientific missions; ground-
and air-launched rockets that deliver satellites into orbit; and
missile defense boosters that are used as interceptor and target
vehicles. Orbital also offers space-related technical services to
government agencies and develops and builds satellite-based
transportation management systems for public transit agencies and
private vehicle fleet operators. More information about Orbital
can be found at http://www.orbital.com


OTTAWA SENATORS: Closes Asset Sale to Capital Sports
----------------------------------------------------
PricewaterhouseCoopers Inc., the court-appointed Monitor of the
Ottawa Senators Hockey Club Corporation announced that the sale of
the Ottawa Senators to Capital Sports & Entertainment Inc. has
closed. The closing, effective Tuesday, is the result of a
tremendous effort by all parties involved.

PricewaterhouseCoopers Inc. was appointed Monitor of the OSHCC on
January 9, 2003, in court proceedings commenced by OSHCC for a
restructuring of its affairs and protection from its creditors.
Among its duties, PricewaterhouseCoopers Inc. was responsible for
the sale of OSHCC's assets and overseeing the sale process.


OUTSOURCING SOLUTIONS: Plan Confirmation Objections Due Monday
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
ruled on the adequacy of the Disclosure Statement prepared by
Outsourcing Solutions, Inc., and its debtor-affiliates, to explain
their Third Amended Reorganization Plan.  The Court found that the
Disclosure Statement contains the right kind and amount of
information to allow creditors to make informed decisions whether
to accept or reject the Plan.  The Plan is now in creditors' hands
and they are making those decisions.

A confirmation hearing before the Honorable Barry S. Schermer to
will convene on Sept. 30, 2003, at 2:00 p.m., St. Louis Time, to
consider whether the Plan should be approved.

Preliminary objections, if any, to the confirmation of the
Debtors' Plan must be received on or before Sept. 1, by:

        1. Gregory D. Willard, Esq.
           Bryan Cave LLP
           One Metropolis Square
           211 North Broadway
           Suite 3600 - OSI
           St. Louis, Missouri 63102-2750

        2. Mayer Brown Rowe & Maw, LLP
           1675 Broadway
           New York, NY 10019
           Attn: Brian Trust, Michael Richman and Carol Morrison

No later than Sept. 8, the objector must meet with the Counsel for
the Debtors and attempt in good faith to resolve the objections.
If subsequent to the meeting resolutions cannot be reached, the
objecting creditor must file a written objection to the
Confirmation of the Plan before 4:30 p.m. on Sept. 12 and serve
copies to each of the parties named in the Master Service List
(available through PACER).

Outsourcing Solutions, Inc., and its subsidiaries are collectively
one of the largest providers of business process outsourcing, or
BPO, receivables services in the U.S. The Debtors filed for
Chapter 11 relief on May 12, 2003, (Bankr. E.D. Mo. Case No. 03-
46349). Gregory D. Willard, Esq., at Bryan Cave LLP represents the
Debtors in their restructuring efforts. When the Debtors filed for
protection from its creditors, it listed total assets of $626
million and total debts of $699 million.


PARADIGM MEDICAL: Cash Resources Insufficient to Continue Ops.
--------------------------------------------------------------
Due to the declining sales, significant recurring losses and cash
used to fund operating activities, the auditors' report of
Paradigm Medical Industries Inc. for the year ended December 31,
2002 included an explanatory paragraph that expressed  substantial
doubt about the Company's ability to continue as a going concern.
The Company indicates that it has taken significant steps to
reduce costs and increase operating efficiencies.  In addition,
the Company is attempting to obtain  additional funding through
the sale of its common stock. Traditionally the Company has relied
on financing from the sale of its common and preferred stock to
fund operations. If the Company is unable to obtain such financing
in the near future it may be required to reduce or cease its
operations.

The Company sold approximately 696,000 shares of common stock for
approximately $84,000 during the 6 months ended June  30, 2003
under the $20,000,000 equity line of credit with Triton West
Group, Inc.

Paradigm Medical Industries is engaged in the design, development,
manufacture and sale of high technology diagnostic and surgical
eye care products.  Given the "going concern" status of the
Company, management has focused efforts on those products and
activities that will, in its opinion, achieve the most resource
efficient short-term cash flow to the Company.  As seen in the
results for the quarter ended June 30, 2003, diagnostic products
have been the major focus and the Photon(TM) and other extensive
research and development projects have been put on hold pending
future evaluation when the financial position of the Company
improves.  The new management team has reviewed the financial
position of the Company including the financial statements.  In
the course of this review, management made certain adjustments
that are included in the quarter ended June 30, 2003, including an
increase in the reserve of obsolete inventory of $332,000, an
increase in the allowance for doubtful accounts receivable of
$160,000, impairment of fixed assets and intangibles of $159,000,
and increases in accruals to settle outstanding disputes in the
amount of $443,000.  Although management believes these
adjustments are sufficient, it will continue to monitor and
evaluate the Company's financial position and the recoverability
of the Company's assets.

Net sales decreased by $1,444,000, or 51%, to $1,372,000 for the
six months ended June 30, 2003, from $2,816,000 for the comparable
period in 2002. Sales of the Company's diagnostic products were
$1,135,000, or 83% of total revenues, during the first six months
of 2003 compared with $1,965,000, or 70% of total revenues, for
the comparable period of 2002. Sales of surgical products totaled
$152,000, or 11% of total revenues, for the first six months of
the current year in  comparison with $470,000, or 17%, of total
revenues in the comparable period of 2002.  In the first six
months of 2003  sales of the Ultrasonic Biomicroscope were
$210,000, or 15% of total revenues, compared to $889,000, or 32%
of total revenues, in the same period of 2002. Sales from the
Blood Flow Analyzer(TM) increased by $108,000 to $243,000, or 18%
of total revenues, during the first two quarters of 2003 compared
with $135,000, or 5% of total revenues, in the same period of last
year.  During the first half of 2003 sales from other ultrasonic
products totaled $129,000, or 9% of total revenues, compared with
$346,000, or 12% of total revenues, in the same period last year.
Sales of the perimeter and corneal topographer generated $552,000,
or 40% of total revenues, in the first two quarters of 2003
compared with $595,000, or 21% of total revenues, during the same
period of 2002. The Company believes that its sales have been
adversely affected by the slowdown in the economy.  In addition,
it has reduced its sales force in an effort to reduce  costs.  The
Company's objective is to focus its sales efforts on the products
with the highest potential for sales and strong margins.  As of
June 30, 2003, Paradigm Medical Industries had 4 sales people as
compared to 8 at June 30, 2002.

In the past, the Company has relied heavily upon sales of its
common and preferred stock to fund operations.  There can be no
assurance that such equity funding will be available on terms
acceptable to the Company in the future.  The Company will
continue to seek funding to meet its working capital requirements
through collaborative arrangements and strategic alliances,
additional public offerings and/or private placements of its
securities or bank borrowings.  The Company is uncertain whether
or not the combination of existing working capital, benefits from
sales of the Company's products and the private equity line of
credit will be sufficient to assure the Company's operations
through December 31, 2003.


PILLOWTEX: Wins Nod to Pay $2.3MM in Prepetition Employee Wages
---------------------------------------------------------------
William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, relates that in connection with
the closure of the their facilities, the Pillowtex Debtors were
forced to discharge 6,550 of their 7,750 hourly and salaried
employees.  The remaining workforce -- the Continuing Employees --
represent what the Debtors believe to be the minimum labor force
necessary to maintain and preserve the assets of the estates and
conduct an orderly liquidation.  Barring unforeseen circumstances,
it is anticipated that the majority of the Continuing Employees
will be terminated within six months of the Petition Date -- the
Transition Period.

As of the Petition Date, Mr. Sudell informs Judge Walsh that all
of the Employees were owed or had accrued various sums for:

   -- wages, salaries, sick pay, vacation pay, holiday pay and
      other accrued compensation estimated to be $9,269,000; and

   -- reimbursement of their business expenses estimated to
      reach $140,000.

In addition, as of the Petition Date, the Debtors had made
deductions from Employees' paychecks to make payments on behalf
of Employees for charitable contributions, garnishments, tax
levies, support payments, savings programs, benefit plans,
insurance programs, union dues and other similar programs
totaling $584,000.

According to Mr. Sudell, the Prepetition Compensation, Prepetition
Employee Business Expenses and Prepetition Deductions were due and
owing as of the Petition Date because, among other things:

   (a) the Debtors filed their Chapter 11 petitions in the midst
       of their regular and customary salary, compensation and
       hourly wage payroll periods, as well as in the midst of
       their regular reimbursement cycle for Employee Business
       Expenses;

   (b) many payroll and expense reimbursement checks issued to
       Employees have not yet been presented for payment or have
       not yet cleared the banking system and, accordingly, were
       not honored and paid as of the Petition Date;

   (c) employees have not yet been paid of their salaries,
       contractual compensation and wages, or reimbursed for
       their business expenses; and

   (d) other forms of compensation related to prepetition
       services have not yet been paid to, or for the benefit of,
       employees because the benefits were not payable at the
       time, but will become payable in the future.

The Debtors intend to pay 100% of the Prepetition Deductions and
Prepetition Employee Business Expenses for all Employees.  The
Debtors also propose to pay:

  -- the unpaid wages and salaries owed to all Employees for the
     prepetition periods;

  -- amounts in respect of accrued and unused vacation, holiday,
     sick days and short-term disability for all hourly
     Continuing Employees whom the Company has specifically
     designated to continue to provide services subsequent to the
     Petition Date; and

  -- amounts in respect of accrued and unused vacation and
     holiday pay for all salaried Continuing Employees who are
     employed by the Company for at least 30 days following the
     Petition Date.

After reviewing their books and records, the Debtors do not
anticipate that the amount of prepetition wages and salaries
owing to any Employee will exceed the amount that would be
entitled to priority treatment under Sections 507(a)(3) and (4)
of the Bankruptcy Code.  The Debtors seek to pay approximately
$2,345,000 in Prepetition Compensation.

Furthermore, Mr. Sudell relates that the Debtors maintain a
number of employee benefit programs, including health, dental and
life insurance programs, as well as other benefit programs.  As
of the Petition Date, the Debtors were obligated to make certain
contributions to or pay benefits under the benefit plans -- the
Prepetition Benefits.  Mr. Sudell reports that those Prepetition
Benefits were not paid prior to the Petition Date because:

   (i) certain of the Debtors' obligations under the applicable
       benefit plans that accrued either in whole or in part
       prior to the Petition Date will not become payable in the
       ordinary course of the Debtors' businesses until a
       later date;

  (ii) amounts deducted from the Employees' paychecks issued and
       paid prior to the Petition Date have not been remitted to
       the applicable third-party private or government obligee;
       and

(iii) amounts accrued and owing in respect of the Prepetition
       Compensation will not be deducted from the Employees'
       paychecks for Prepetition Compensation until those
       paychecks are processed and issued.

Among the Prepetition Benefits the Debtors need to pay are:

A. Self-Insured Welfare Programs

   The Debtors maintain self-insured plans that provide general
   health, dental and short-term disability coverage -- the
   Self-Insured Plans.  Under the Self-Insured Plans, the
   Debtors assume liability for and pay certain benefits
   directly to the Employees or to third party administrators,
   which, in turn, pay the benefits directly to the Employees or
   the Employees' service providers rather than paying premiums
   for independent insurance coverage.  The Debtors anticipate
   that, after the Petition Date, the Employees will continue
   to submit various claims for Prepetition Benefits to the
   Administrators or the Debtors.

   The Debtors anticipate that, based on historical levels of
   unfilled claims, approximately $6,000,000 in claims for
   Prepetition Benefits under the Self-Insured Plans will be
   submitted by Employees postpetition.

B. Third-Party Insured Programs

   Some of the Debtors also maintain certain insured benefit
   plans under which the Debtors, Employees or both contribute
   to the payment of premiums for insurance or other coverage
   provided by third parties.  The Insured Plans include life
   insurance plans and disability insurance coverage,
   unemployment insurance and excess medical benefit coverage
   on a per occurrence basis for medical expenses and excess
   medical benefit.

   Based on historical levels of premium under the Insured
   Plans, the Debtors accrued but have not paid premium
   contributions of at least $898,000 as of the Petition Date.

C. Company-Sponsored Benefit Programs

   The Debtors maintain certain other benefit programs under
   which the Debtors, the Employees or both contribute to the
   benefits provided to the Employees -- the Non-insured
   Programs.  These programs include pension plans, 401(k)
   savings plans and tuition reimbursement programs.  The Debtors
   estimate that they have accrued but unpaid obligations of at
   least $2,720,000.

Accordingly, pursuant to Sections 105, 507(a)(3) and 363(b) of
the Bankruptcy Code, the Debtors ask the Court to:

   (a) authorize them, in accordance with their stated policies
       and in their sole discretion, to:

       -- pay certain prepetition employee wages, salaries,
          contractual compensation of $1,512,000;

       -- pay portions of the sick pay, vacation pay, holiday
          pay and other accrued compensation estimated to be
          $343,000 for hourly employees and $259,000 of the
          salaried employees;

       -- reimburse the $140,000 in prepetition employee business
          expenses;

       -- make payments for which employee payroll deductions
          were made;

       -- make prepetition contributions and pay 100% of the
          benefits under certain employee benefit plans; and

       -- pay all processing costs and administrative expenses
          incident to the foregoing payments and contributions,
          which is estimated to be $230,000; and

   (b) authorize and direct the applicable banks and other
       financial institutions to receive, process, honor and
       pay all related checks drawn on the Debtors' payroll and
       other disbursement accounts to make the payments.

Mr. Sudell emphasizes that the payment of these prepetition
employee obligations is crucial because any delay in paying the
requested payments will destroy the Debtors' relationships with
the Continuing Employees whose morale are already impaired by the
closure of the Debtors' facilities and the termination of the
vast majority of the workforce.  The payments are also needed to
enable the employees to meet their own personal obligations.

Furthermore, Mr. Sudell points out that the Debtors cannot ignore
the potential reprisals from terminated employees and the
potential negative impact of these actions on the assets
available for distribution to the Debtors' creditors in the event
that the payments are not made.  Mr. Sudell believes that the
amount of the prepetition wages, salaries and contractual
compensation owing to each Employee will not exceed the sum of
$4,650 allowable as a priority claim under Section 507.

Mr. Sudell contends that paying the Prepetition Processing Costs
is warranted because:

   (a) failure to pay might disrupt the third-party providers'
       services with respect to the Prepetition Compensation,
       Prepetition Deductions and Prepetition Benefits, as well
       as similar postpetition payments;

   (b) these types of program administration charges may be
       entitled to priority under Section 507; and

   (c) the Debtors have available cash and anticipated access
       to the DIP Financing sufficient to pay promptly all
       Requested Employee Payments and all Prepetition
       Processing Costs on an ongoing basis and in the ordinary
       course of their businesses.

                          *     *     *

Judge Walsh grants the Debtors' request in all respects.
(Pillowtex Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


POLAROID CORP: Has Until Nov. 30 to Move Pending Actions to Del.
----------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates obtained the
Court's approval extending their time to remove pending
proceedings to the later to occur of:

   (i) November 30, 2003; or

  (ii) 30 days after entry of an order terminating the automatic
       stay with respect to any particular action sought to be
       remove.

With the extension, the Debtors have additional time to determine
which of the state court actions, if any, they will remove.  The
Debtors are parties to a number of different judicial and
administrative proceedings currently pending in various courts or
administrative agencies throughout the country.

The Actions involve a wide variety of claims, some of which are
extremely complex.  The Actions consist of all forms of
environmental, commercial, employment-related, product liability,
trademark and patent litigation.  Because of the number of
Actions involved and the wide variety of claims, the Debtors
require additional time to determine the Actions to be removed
and transferred to the district. (Polaroid Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PROTARGA: Wants Court OK to Retain Wolf Greenfield as IP Counsel
----------------------------------------------------------------
Protarga, Inc., asks for permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Wolf, Greenfield & Sacks,
PC as Special Intellectual Property Counsel.

The professional services that Wolf Greenfield will render to the
Debtor include representation with respect to intellectual
property issues concerning the Debtor's assets.

Michael Albert, Esq., a shareholder of Wolf Greenfield assures the
Court that the firm does not represent any interest adverse to the
Debtor or to its estates in the matters with respect to which it
is engaged.

The current hourly rates that Wolf Greenfield charges it clients
are:

          Shareholders            $375 to $525 per hour
          Associates              $175 to $350 per hour
          Technology Specialists  $150 to $220 per hour
          Legal Assistants        $110 to $150 per hour

Edward R. Gates, a shareholder of the firm, will personally be the
one to supervise this engagement. His current hourly rate is $525
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.


QUANTUM CORP: Holding Annual Shareholders' Meeting on Wednesday
---------------------------------------------------------------
Quantum Corp. (NYSE: DSS), a leading provider of data protection
systems, will hold its Annual Shareholders Meeting on Sept. 3,
2003 at 10 a.m. PDT.

    Event Title: Quantum Corporation 2003 Shareholders Meeting

    Event Date:  Wednesday, Sept. 3, 2003

    Start Time:  10 a.m. PDT

    Location:    Quantum Corporation
                 1650 Technology Drive
                 Suite 800
                 San Jose, CA  95110

    Webcast:     A live webcast will be available at
                 http://www.quantum.com/investors

    Event URL:

     http://www.firstcallevents.com/service/ajwz387803870gf12.html

Quantum Corp., founded in 1980, is a global leader in data
protection, meeting the needs of business customers with
enterprise-wide storage solutions and services.  Quantum is the
world's largest supplier of half-inch cartridge tape drives, and
its DLTtape(TM) technology is the standard for tape backup and
archiving of business-critical data for the mid-range enterprise.
Quantum is also a leader in the design, sale and service of
autoloaders and automated tape libraries used to manage, store and
transfer data.  Over the past year, Quantum has been one of the
pioneers in the emerging market of disk-based backup, offering a
solution that emulates a tape library and is optimized for data
protection.  Quantum sales for the fiscal year ended March 31,
2003, were $871 million.  Quantum Corp., 1650 Technology Dr., San
Jose, CA 95110, 408-944-4000, http://www.quantum.com

As reported in Troubled Company Reporter's July 28, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured ratings on Quantum Corp. and assigned
a 'B' rating to Quantum's proposed $175 million subordinated
convertible bond. The outlook is stable. Quantum had $288 million
of debt outstanding as of June 30, 2003.


QUANTUM CORPORATION: Zacks.com Says Dump the Stock Now
------------------------------------------------------
Zacks.com says shareholders should dump their equity positions in
Quantum Corporation (NYSE:DSS), adding the stock to its exclusive
list of Stocks to Sell Now.

These stocks are currently rated as a Zacks Rank #5 (Strong Sell).
Note that since 1988 the S&P 500 has outperformed the Zacks #5
Ranked stocks by 166.7% annually (11.3% vs. 4.2% respectively).
While the rest of Wall Street continued to tout stocks during the
market declines of the last few years, we were telling our
customers which stocks to sell in order to save themselves the
misery of unrelenting losses.

Among the #5 ranked stocks Zacks highlights Quantum Corporation
(NYSE:DSS) this week.  To see the full Zacks #5 Ranked list of
Stocks to Sell Now then visit: http://stockstosellprbw.zacks.com/

Here is a synopsis of why Quantum has a Zacks Rank of 5 (Strong
Sell) and should most likely be sold or avoided for the next 1 to
3 months. Note that a #5/Strong Sell rating is applied to 5% of
all the stocks we rank:

Quantum Corporation (NYSE:DSS) is one of the world's leading
storage suppliers in the markets it serves: desktop hard disk
drives, tape drives, network attached storage appliances, solid
state systems, hard disk drives for the consumer electronics and
digital video recording market, and DLTtape automation systems.
Many of Quantum's most recent revisions have been to the downside,
and its earnings estimates for this year have slipped from an
expected profit one month ago to an expected loss. In late July,
the company reported lower revenue of $202 million for its fiscal
fist quarter, and a non-GAAP loss of 3 cents per share, which was
narrower than the consensus. However, earlier in that month,
Quantum had lowered its revenue and earnings expectations for the
quarter. The company's results were driven mainly by lower-than-
expected media revenue, and, to a lesser extent, lower tape drive
revenue. Analysts have kept their distance from other struggling
companies involved in computer office equipment as well, such as
Overland Storage (NASDAQ: OVRL) and Drexler Technology (NASDAQ:
DRXR), just to name a couple. Nevertheless, Quantum has improved
many fundamentals of its business as part of an aggressive plan to
return Quantum to sustained growth and profitability, and
experienced several positive year-over-year comparisons. Quantum
should have plenty of opportunity to fulfill its potential moving
forward, but investors may want to hold off on a position in the
company right now and watch for its earnings estimates to show
more upward mobility.

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As reported in Troubled Company Reporter's July 28, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured ratings on Quantum Corp. and assigned
a 'B' rating to Quantum's proposed $175 million subordinated
convertible bond. The outlook is stable. Quantum had $288 million
of debt outstanding as of June 30, 2003.


RAPTOR INVESTMENTS: Shoos-Away Weinberg and Hires Webb & Company
----------------------------------------------------------------
At a meeting held on June 23, 2003, the Board of Directors of
Raptor Investments, Inc., approved the engagement of Webb &
Company, P.A. as independent auditors of the Company for the
fiscal quarter ended June 30, 2003, to replace the firm of
Weinberg & Company, P.A.., who were dismissed as the Company's
independent accountants effective June 23, 2003.

The audit report of Weinberg & Company, P.A. for the year ended
December 31, 2002 and for the year ended December 31, 2001
contained a modification expressing substantial doubt about the
Company's ability to continue as a going concern.

                         *      *      *

                  LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2003, the Company had a stockholder's deficiency of
$429,528. As of June 30, 2003 the Company incurred net profit of
$151,741. The Company plans to generate revenue in the future by
retaining business consulting clients in the private and public
sector. In addition, the Company plans to seek the acquisition of
additional income producing assets such as J&B Wholesale Produce,
Inc.

Management feels that liquidity, cash available for operations,
and business conditions generally are favorable to the continued
operations, and expansion, of the company's J&B Wholesale Produce
Operations. The material positive changes in the financial
condition of the company, from the like period in fiscal 2002, and
from the first fiscal quarter of 2003 to the second fiscal quarter
of 2003, are attributable to the acquisition of and operations of
J&B Wholesale Produce. The management of J&B continues to pursue
more higher yielding produce customers, which should improve long-
term liquidity. In addition, management has set minimum daily
order amounts, and sought to limit the number of smaller,
unprofitable or less profitable accounts which it services, to
further expand the business and maximize profit while limiting the
cost per delivery of the company. Management continues to
streamline the day-to-day operations of J&B, has moved most back-
office activities away from the produce warehouse facility, and
has upgraded the computers of the company.

The company closed on the real property which houses J&B Wholesale
Produce, Inc. The funds to close on the property were provided by
the lender, Gelpid Associates LLC. Management feels that the
company has adequate disclosure controls and procedures in place
to insure the accurate and timely reporting of the financial
condition of the company to it's auditors, and to the public.


ROBOTIC VISION: Fails to Meet Nasdaq Filing Requirements
--------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (NasdaqSC: ROBV) announced
that on August 25, 2003, it has received a Nasdaq Staff
Determination letter stating that as RVSI's Form 10-Q for the
quarter ended June 30, 2003, had not been reviewed by RVSI's
independent auditors in accordance with SEC Rule 10-01(d) of
Regulation S-X, such auditors having resigned as of June 30, 2003,
the Staff considered that filing incomplete and therefore
delinquent for purposes of Nasdaq's filing requirement, as set
forth in Marketplace Rule 4310(c)(14).

RVSI's trading symbol will be changed from ROBV to ROBVE,
effective the open of business on August 27, 2003, to reflect this
filing delinquency.

On July 31, 2003, A Nasdaq Listing Qualification Panel held a
hearing to consider RVSI's request for a temporary waiver from the
$35.0 million market value of listed securities requirement
imposed by the Marketplace Rule 4310(c)(2)(B).  At that time, RVSI
also addressed its plan and timeline to achieve compliance with
the $1.00 closing bid price requirement imposed by Marketplace
Rule 4310(c)(4).  The Panel has not as yet rendered its decision.
In the interim, RVSI has regained compliance with the market value
of listed securities requirement.

RVSI has advised the Listing Qualification Panel of its Board's
approval of new independent auditors and its timeline to cure the
filing delinquency noted in the Staff's Determination letter, and
has requested a temporary waiver of Marketplace Rule 4310(c)(14)
to enable it to regain compliance with such Rule.

Robotic Vision Systems, Inc. (NasdaqSC: ROBV) -- whose June 30,
2003 balance sheet shows a total shareholders' equity deficit of
about $13 million -- has the most comprehensive line of machine
vision systems available today. Headquartered in Nashua, New
Hampshire, with offices worldwide, RVSI is the world leader in
vision-based semiconductor inspection and Data Matrix-based unit-
level traceability. Using leading-edge technology, RVSI joins
vision-enabled process equipment, high- performance optics,
lighting, and advanced hardware and software to assure product
quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds approximately
100 patents in a broad range of technologies. For more information
visit http://www.rvsi.com


SAMSONITE CORP: Completes Private Recapitalization Transactions
---------------------------------------------------------------
Pursuant to a Recapitalization Agreement dated May 1, 2003 between
Samsonite Corporation, Ontario Teachers' Pension Plan Board, Bain
Capital (Europe) LLC and ACOF Management, L.P., on July 31, 2003,
the Investors purchased 106,000 shares of 2003 Convertible
Preferred Stock from Samsonite in a private transaction at a per
share price of $1,000 for an aggregate purchase price of
$106,000,000.

Samsonite also exchanged all of the issued and outstanding shares
of 13-7/8% Senior Redeemable Exchangeable Preferred Stock for a
combination of 53,994 shares of 2003 Convertible Preferred Stock
(with an aggregate liquidation preference of $53,994,000),
204,814,660 shares of common stock and warrants to purchase
15,515,892 shares of common stock at an exercise price of $0.75
per share.

The shares of Preferred Stock are convertible into shares of
common stock at an initial conversion price of $0.42, subject to
adjustment pursuant to the terms of the Certificate of Designation
of the Powers, Preferences and Relative, Participating, Optional
and Other Special Rights of 2003 Convertible Preferred Stock and
Qualifications, Limitations and Restrictions Thereof. The
Certificate of Designation also provides for dividend rights and
customary liquidation, voting and other rights.

In connection with the Recapitalization, CIHI received in exchange
for its 104,012 shares of Old Preferred Stock (i) 24,969 shares of
Preferred Stock, convertible into an aggregate of 59,450,000
shares of common stock at any time and (ii) 63,888,430 shares of
common stock.

Canadian Imperial Holdings Inc., an indirectly-owned subsidiary of
Canadian Imperial Bank of Commerce,  beneficially owns and has
sole power to vote and sole power of disposition over 123,338,430
shares of Samsonite common stock, or approximately 43.4% of
Samsonite's outstanding common stock through its ownership of
63,888,430 shares of common stock and 59,450,000 shares of
convertible Preferred Stock which are convertible into common
stock at any time.

Samsonite (S&P, B Corporate Credit Rating, Stable) is a global
manufacturer and distributor of luggage, casual bags, business
cases, and other travel-related products. Despite a somewhat
narrow business focus, Samsonite has a leading market position in
the competitive hard and soft-sided luggage industry with well-
known brands that include Samsonite, Lark, and American Tourister.
Furthermore, the company benefits from its global sourcing
capabilities and broad, geographically diverse distribution
network, selling in more than 100 countries worldwide.


SR TELECOM: Will Hold Q2 Results Conference Call on Friday
----------------------------------------------------------
SR Telecom posts this announcement:

    OPEN TO:   Analysts, investors and media

    DATE:      Friday, August 29, 2003

    TIME:      10:00 A.M. Eastern Standard Time

    CALL:      514-807-8791 (FOR ALL MONTREAL AND OVERSEAS
               PARTICIPANTS) 1-800-814-3911 (FOR ALL OTHER NORTH
               AMERICAN CALLERS)

Please dial-in 15 minutes before the conference begins.

If you are unable to call in at this time, you may access a tape
recording of the meeting by calling 1-877-289-8525 and entering
the passcode 21014307(pound key) on your phone. This recording
will be available on Friday, August 29 as of 12:00 P.M. until
11:59 P.M. on Friday, September 5. An archive of the conference
call will also be available at http://www.srtelecom.com
http://www.newswire.caor at http://www.q1234.com.

SR Telecom (S&P, B+ Corporate Credit and Senior
Unsecured Debt Ratings) is a world leader and innovator in Point-
to-Multipoint Wireless Access solutions, which include equipment,
network planning, project management, installation and maintenance
services. Its products, which are used in over 110 countries, are
among the most advanced and reliable PMP wireless
telecommunications systems available today. Serving telecom
operators worldwide, SR Telecom's fixed wireless solutions provide
high-quality voice and data for applications ranging from carrier
class telephone service to high-speed Internet access.


TDZ HOLDINGS: Half-Year 2003 Results Enter Positive Territory
-------------------------------------------------------------
TDZ Holdings Inc., announced its results for the six months ended
June 30, 2003.

                           Overview

As a result of the restructuring that occurred in April 1999, the
only material assets of TDZ Holdings Inc., are its 33% minority
equity interest in Nualt Enterprises Inc., and certain receivables
the proceeds of which will be dedicated to paying the Contingent
Rights. Nualt is the principal holding company of the Construction
Technology Business and the Residential Real Estate Business. The
Company's investment in Nualt has been pledged to collateralize
the Company's guarantees of the debt of Nualt and its
subsidiaries. It is anticipated that all available cash flow of
Nualt will be used to repay its indebtedness.

The Residential Real Estate Business is limited to completing the
development, marketing, construction and sale of its remaining
high-density real estate projects located in Toronto, Ontario. As
at June 30, 2003, two phases comprising approximately 775 units
were under construction, one phase comprising approximately 489
units was being marketed in the pre-construction stage, and 4
units were held as inventory in one building that had previously
been completed and closed.

                         Summary of results

Net income for the six months ended June 30, 2003 was $4,903,000
on revenues of $145,000 as compared to a net loss of $443,000 on
revenues of $153,000 for the six months ended June 30, 2002.

The net income was the result of the equity share of Nualt's
income. Nualt's net income for the six months ended June 30, 2003
includes approximately $16,007,000 of foreign currency translation
gains that are non-recurring in nature. The Company has included
in income $5,282,000 for its 33% share of this amount.

Cash provided by operations before other working capital items was
$2,000 during the six months ended June 30, 2003. Overall there
was a $18,000 net increase in cash during this period. All of the
general and administrative costs of the Company are reimbursed by
the Businesses as revenue to the Company. After exhaustion of all
projects in the Residential Real Estate Business all of the
general and administrative costs of the Company shall be
reimbursed solely by the Construction Technology Business. If at
any time the Construction Technology Business is sold the Company
shall become responsible for funding all of its own general and
administrative expenses.

          Obligations due to guarantee of debt of Nualt

At April 28, 1999, Nualt had a shareholder's deficiency of
$69,776,000. Since the Company (as a result of its restructuring)
assumed guarantee obligations for approximately $190,000,000 (as
at April 28, 1999) of the debt of Nualt and its subsidiaries, the
Company recorded a liability for the estimated fair value of these
guarantees. The fair value of these obligations at April 28, 1999
has been determined to be the full amount of Nualt's shareholder
deficiency at that date. As at June 30, 2003 these guarantee
obligations aggregate approximately $103,000,000.

The net investment in Nualt is accounted for by the equity method
and accordingly includes the Company's share of net income or loss
of Nualt since April 28, 1999. During the period April 29, 1999 to
June 30, 2003, Nualt had cumulative net losses of $5,048,000 and
the Company recorded its 33% cumulative share in the amount of
$1,666,000.

                     Contingent Rights

The Contingent Rights are payable by the Company solely out of any
payments made by the Businesses pursuant to the Cash Flow Notes
issued in favour of the Company. Payments made on the Cash Flow
Notes are being distributed at the discretion of the Contingent
Rights trustee within the terms of the Trust Indenture. The
trustee distributed approximately $413,000 to holders of the
Contingent Rights during 2003 (2002 - $761,000; 2001 - $816,000;
2000 - $327,000). An additional $102,000 was remitted to the
trustee during August 2003.


TECO ENERGY: Selling Hardee Power Station for $115 Mill. + Debts
----------------------------------------------------------------
TECO Energy's TECO Power Services subsidiary has signed an
agreement to sell its interest in the 370-megawatt Hardee Power
Station in Florida to GTCR and Invenergy for $115 million and the
assumption of all outstanding project-related debt.  The
transaction is expected to close by the end of September, subject
to certain regulatory and lender approvals.  TECO Energy expects
to record an estimated $60-million book gain (pre-tax) on the sale
and net incremental cash of approximately $110 million.  Merrill
Lynch is advising TPS in the transaction.

Chairman and CEO Robert D. Fagan said, "This transaction will
further strengthen TECO Energy's financial position.  In April, we
identified a number of potential assets that could be sold to
improve our financial position, including Hardee Power Station.
With this agreement, we've demonstrated our commitment to the
plan, and our continued refocus on our regulated utility
operations."

The Hardee Power Station will continue to serve both Seminole
Electric Cooperative and Tampa Electric under established long-
term power purchase contracts.  A TECO Power Services subsidiary
will continue to operate the facility after the change of
ownership.

TECO Power Services is a subsidiary of TECO Energy, Inc.
(NYSE: TE), a diversified, energy-related holding company
headquartered in Tampa, Florida. Other TECO Energy businesses
include Tampa Electric, Peoples Gas System, TECO Transport, TECO
Coal and TECO Solutions.  For more information, visit online:
http://www.tecoenergy.com

Formed in 2001, Chicago-based Invenergy is a developer, owner and
operator of power generation and energy delivery assets.
Invenergy is led by Michael Polsky, previously CEO of SkyGen
Energy.  Partnered with GTCR Golder Rauner LLC, a leading private
equity firm, Invenergy is pursuing acquisitions of large-scale
power plants currently being divested by utilities, IPPs and
financial institutions.  For more information, visit
http://www.invenergyllc.com

Founded in 1980, GTCR Golder Rauner is a leading private equity
investment firm currently managing more than $6 billion of equity
capital invested in a wide range of companies and industries.  For
more information, visit http://www.gtcr.com

                         *     *     *

As reported in Troubled Company Reporter's April 29, 2003 edition,
Fitch Ratings downgraded the outstanding ratings of TECO Energy,
Inc. and Tampa Electric Company as shown below. The Rating Outlook
for both issuers has been revised to Negative from Stable.

     TECO Energy, Inc.:

         -- Senior unsecured debt lowered to 'BB+' from 'BBB';

         -- Preferred stock lowered to 'BB' from 'BBB-'.

     TECO Finance (guaranteed by TECO)

         -- Medium term notes lowered to 'BB+' from 'BBB';

         -- Commercial paper withdrawn.

     Tampa Electric Company:

         -- First mortgage bonds lowered to 'A-' from 'A';

         -- Senior unsecured debt lowered to 'BBB+' from 'A-';

         -- Unsecured pollution control revenue bonds
            (Hillsborough County, Florida IDA for Tampa Electric)
            lowered to 'BBB+' from 'A-';

         -- Commercial paper unchanged at 'F2';

         -- Variable rate mode unsecured pollution control
            revenue bonds (Hillsborough County, Florida IDA for
            Tampa Electric) unchanged at 'F2'.

The downgrade of TECO Energy's ratings reflect the higher-than-
expected debt leverage on a cash flow basis (gross debt measured
against earnings before interest taxes depreciation and
amortization), and the negative impact on earnings and cash flow
measures from increased interest expense, weaker projected
earnings and higher-than-anticipated capital expenditures.


TELESOURCE INT'L: Deficits Raise Going Concern Doubts
-----------------------------------------------------
Telesource International, Inc. was incorporated in Delaware in
1994. Telesource was formed in 1994 to facilitate various intra-
corporate activities and, until July 1999, was a wholly owned
subsidiary of Sayed Hamid Behbehani & Sons Co. W.L.L., a Kuwait-
based civil, electrical and mechanical construction company.
Telesource is an international engineering and construction
company, engaged in constructing single family homes, airports,
radio towers and in the construction and operation of energy
conversion power plants. In Tinian, an island in the Commonwealth
of Mariana Islands (U.S. Territory), the Company operates a diesel
fired electric power generation plant for the sale of electricity
to the local power grid. The Company's facility in Lombard,
Illinois, annually handles the procurement, export and shipping of
U.S. fabricated products for use by the Company's subsidiaries or
for resale to customers outside of the mainland.

The Company conducts its operations through three subsidiaries.
The Company's Mariana subsidiary, Telesource CNMI, Inc., handles
construction and management of the Company's energy conversion
facilities in the Commonwealth of Mariana Islands and operates a
branch office in Guam to take advantage of future opportunities.
The Company's second subsidiary, Commsource International, is an
international export company that facilitates the purchase of
equipment in the U.S. The Company's third subsidiary, Telesource
Fiji, Ltd., handles the Company's construction activities in Fiji.

The Company's condensed consolidated financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. During the fiscal years of 2000 through
2002, the Company experienced significant operating losses with
corresponding reductions in working capital and net worth. As of
June 30, 2003, the Company's current liabilities exceeded its
current assets by $22,776,699. The Company relies heavily on bank
financing to support its operations and its ability to refinance
its existing bank debt is critical to provide funding to satisfy
the Company's obligations as they mature. As of June 30, 2003 the
Company had total outstanding debt of $35,329,400 of which
$25,829,400 is due in the next twelve months. As of June 30, 2003
the Company had an accumulated deficit of $31,872,080 and total
stockholders' deficit of $19,069,471.

The Company incurred operating losses of $1,636,372 and $617,981
for the six months ended June 30, 2003 and 2002 and operating
losses of $3,118,300, $4,903,676 and $1,516,103 for the years
ended December 31, 2002, 2001 and 2000, respectively.

The Company's net working capital deficiency, total stockholders'
deficit, recurring losses and negative cash flows from operations
raise substantial doubt about the Company's ability to continue as
a going concern. To address the going concern issue, management
has implemented financial and operational restructuring plans
designed to improve operating efficiencies, reduce and eliminate
cash losses and position Telesource for profitable operations by
also increasing revenues. Management expects the increase in
revenues to be achieved by securing additional substantial
projects during 2003 and through increasing revenues from existing
long term power plant operation and maintenance agreements as a
result of continued expansion on the island of Tinian. However, no
assurance can be given that such increased revenues will be
achieved.

Although management believes that the Company will be cash flow
positive in 2003 including debt payments, the Company has and
expects to continue to seek support from its principal
stockholder, SHBC, for its operations, for working capital
needs, debt repayment, and business expansion as may be required.
SHBC has pledged its continued support of the Company. SHBC has
agreed to guarantee or provide letters of credit covering
$33,398,200 of the Company's total debt of $35,329,400. SHBC has
further agreed that any additional funding provided to the Company
by SHBC to the Company will not be due until after March 31, 2004.
SHBC is the Company's majority shareholder. In addition to the
fundings from SHBC, the Company has also completed the sale of
$3.2 million worth of preferred stock since June 30, 2003 and
expects to receive firm commitments for the sale of an additional
$4.5 million in preferred stock during the third quarter of 2003.
The proceeds from the sale of this preferred stock will be used to
satisfy maturing debt obligations and for working capital needs.


TESORO PETROLEUM: CEO to Present at Lehman '03 Energy Conference
----------------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) announced that Bruce A.
Smith, Chairman, President and Chief Executive Officer, will be a
speaker at the Lehman Brothers 2003 CEO Energy/Power Conference on
Wednesday, September 3, 2003 at 8:00 a.m. Eastern Time.

Interested parties may listen to the webcast of the presentation
and view the accompanying slides over the Internet by logging on
to Tesoro's Internet site at http://www.tesoropetroleum.comand
clicking on the "What's New" section.

Individuals wishing to listen to Tesoro's presentation from its
Internet site will need Windows Media(TM) Player, which can be
downloaded free of charge from

http://www.microsoft.com/windows/windowsmedia/download/default.asp

Please allow at least fifteen minutes to complete the download.

Tesoro Petroleum Corporation, a Fortune 500 Company, is an
independent refiner and marketer of petroleum products and
provider of marine logistics services. Tesoro operates six
refineries in the western United States with a combined capacity
of nearly 560,000 barrels per day. Tesoro's retail-marketing
system includes approximately 575 branded retail stations, of
which over 200 are company operated under the Tesoro(R) and
Mirastar(R) brands.

As reported in Troubled Company Reporter's August 15, 2003
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit rating on midsize independent oil refiner and
marketer Tesoro Petroleum Corp. At the same time, Standard &
Poor's revised its outlook on the company to stable from negative.

San Antonio, Texas-based Tesoro has about $2 billion of debt
outstanding.


TRENWICK: Wants Schedule Filing Deadline Moved to October 20
------------------------------------------------------------
Trenwick America Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
time to file schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory contracts
and unexpired leases and statement of financial affairs.

Pursuant to Section 521 of the Bankruptcy Code and Bankruptcy Rule
1007, the Debtors are required to file schedules of assets and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs within 15 days after the Petition
Date.

The Debtors request the Court to extend the schedules filing
deadline through October 20, 2003, without prejudice to their
ability to request additional time should it become necessary.

On the Petition Date, each of the Debtors filed with this Court a
list of creditors holding the 20 largest unsecured claims against
each of the Debtors' estates. Due to the complexity and diversity
of their operations, the Debtors anticipate that they will be
unable to complete their Schedules and Statements in the time
required.

To prepare the required Schedules and Statements, the Debtors must
compile information from books, records and documents relating to
a multitude of transactions stored at various locations, including
the United States and Bermuda. Collection of the necessary
information requires an expenditure of substantial time and effort
on the part of the Debtors' employees. Given the significant
burdens already imposed on the Debtors' management by the
commencement of these Chapter 11 Cases, the Debtors request
additional time to complete and file the required Schedules and
Statements. The Debtors have mobilized their employees and
professionals to work diligently on the assembly of the necessary
information.

Prior to the Petition Date, the Debtors were involved in
substantial negotiations with their creditors regarding the terms
of their restructuring, which culminated in the signing of the
Letter of Intent. The Debtors' resources and personnel were, thus,
focused prepetition towards the restructuring agreement with the
Debtors' creditors and were unable to focus their attention on
assembling the information necessary to completing the Schedules
and Statements. At present, the Debtors anticipate that they will
require at least 60 days after the Petition Date to complete and
file their Schedules and Statements.

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.


U.S. STEEL: Appoints Michael L. Chapman GM of Facility Marketing
----------------------------------------------------------------
United States Steel Corporation (NYSE: X) has appointed Michael L.
Chapman as general manager-facility marketing and business
planning, succeeding James W. Mellin who has elected to retire
after 36 years of service. The appointment is effective
September 1.

In his new position at the company's headquarters in Pittsburgh,
Chapman, 50, will be responsible for planning and scheduling
production at all of U. S. Steel's steelmaking and finishing
facilities to ensure that the company meets the needs of its
customers while maximizing the cost benefits of product mix and
plant location. He is currently general manager of business
planning for U. S. Steel Kosice (USSK) in the Slovak Republic.

"Mike has excellent credentials to fill this important and
challenging position," said U. S. Steel President and Chief
Operating Officer John P. Surma.  "He has three decades of broad
and proven operational and planning experience at U. S. Steel,
including his latest key assignment with USSK in Central Europe."

Chapman began his U. S. Steel career in 1973 as a steelworker at
U. S. Steel's Texas Works in Baytown, Texas.  He advanced into the
management ranks in 1978 as turn foreman-refractories and was
promoted to shift manager-casting in 1984.

In 1987, Chapman was transferred to the Pittsburgh headquarters
where he became a buyer in the purchasing department.  He served
in several different managerial purchasing capacities until 1992,
when he was named manager-environmental procurement and reporting
in the environmental department.

Two years later he was named reengineering manager-procurement and
reporting in the planning and quality assurance department.  After
managing several business planning functions in Pittsburgh, he was
transferred to U. S. Steel's Gary (Ind.) Works in 1997 as manager-
operations planning and primary scheduling.  He was transferred
the following year to U. S. Steel's Fairless Works near
Philadelphia as manager-business planning.  In 2001, he assumed
his most recent position with USSK.

Chapman attended Lee College and Texas A & M University and, in
1988, received a bachelor of science degree in business from
Robert Morris University in Pittsburgh. For more information about
U. S. Steel visit http://www.ussteel.com

                          *   *   *

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

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

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


VALCOM INC: Enters into Partnership Agreement with New Zoo Revue
----------------------------------------------------------------
ValCom, Inc. (OTCBB:VACM) (Frankfurt:VAM) has entered into a
partnership agreement with O. Atlas Enterprises, Inc., owner of
"NEW ZOO REVUE". This partnership is being formed to revitalize
the New Zoo Revue by producing a two-hour animated feature film
and television series with production starting this fall and
completion fall of 2004.

It is estimated that over 100 million children have seen the "New
Zoo Revue", which has aired in over 25 countries and over 80% of
the US Television Market, since 1971. "The New Zoo Revue", an
already multi-million-dollar show, and almost 30 years after
premiering, it is still being watched by approximately 60% of the
country.

Feature films are bringing in billions of dollars each year
through ticket sales and products thereof for animated children's
films such as "Finding Nemo", with $320 million plus, "Shrek", at
over $325 million in ticket sales, DVD and Video sales, and
"Monsters Inc." with over $217 million in total domestic ticket
sales. ValCom and O. Atlas Enterprises plan to capture a large
piece of the pie by bringing the already well-known and successful
children's show "New Zoo Revue" and product line up to date
through animation with a 2-hour feature film. With the ability to
produce the animated version at such low cost with ValCom's
studios, cameras, equipment, editing bays, and a top-notch
animator out of Israel, large profits are more than attainable.

Unlike shows such as "Sesame Street" or "Electric Company," which
concentrate on counting and reading skills, New Zoo Revue teaches
values - a way of life for young people, with episodes having such
titles as "Fairness," "Honesty," "Drugs" and "Feelings." The
children's show conveys concepts of cooperation and guidance for
living in our society. The purpose is to inspire children to
become more caring, more constructive and more feeling citizens of
the world in which we live, through a musical comedy starring 3
life-sized animals including Freddie the Frog, Henrietta Hippo,
and Charlie The Owl and is currently airing on Golden Eagle, Shop
at Home Network, and Sky Angel Network. This program meets the
requirements of the FCC for children's content with the show being
both entertaining and educational.

Barbara Atlas, President and owner of O. Atlas Enterprises and
founder of the "New Zoo Revue", is credited for having a positive
influence in teaching values to our children since 1971. "The
postwar babies had been taught to succeed at school, but never
really taught the rules we should all live by. When kids watch the
show long enough, they start to get up in the morning and like
what they see in the mirror. By offering quality children's
programming, not only do the children benefit, but society does as
a whole," stated Mrs. Atlas.

"We believe there is a significant strategic rationale to support
a combination of our two companies. It is a pleasure to partner
with such a dynamic and talented woman, as well as taking an
already successful children's show to an entirely different level
through animation. This could be one of the best business
opportunities yet for ValCom and its shareholders," stated Mr.
Vellardita, President and CEO of ValCom, Inc.

In 1967, Barbara designed a lovable green frog beanbag named
Freddie, which instantly caught on. The demand became too much for
her staff of seven to keep up with, so she licensed the frog to
PLAYCO, an International Toy Manufacturing Company. In 1969,
Barbara was called by KWHY-TV in Los Angeles to design products
for a children's show, but Barbara in-turn made the station an
offer for a 13-week contract to create her own show. As a result
of her work, Barbara Atlas has earned recognition from the City of
Los Angeles, the State of California and The White House, where
NEW ZOO REVUE made three in-person appearances. The show has
received a four star rating from the National Educational
Association and the National School Board Association, and was
officially endorsed by the NEA. O. Atlas Enterprises syndicates
and represents a variety of entertainment properties, from
children's shows, sports & fitness programs and CDs to a variety
of projects currently under development.

Based in Valencia, California, ValCom, Inc. is a diversified and
vertically integrated, independent entertainment company. ValCom,
Inc. through its operating divisions and subsidiaries plans to
create and operate full service facilities that accommodate film,
television and commercial productions with its four divisions that
are comprised of: studio, film and television, camera/equipment
rentals, and broadcast television ownership. The Company
owns/operates 12 acres of land and approximately 200,000 square
feet of commercial building space with 12 film and television
production sound stages. ValCom maintains long-term contracts with
Paramount Pictures for their hit CBS's series "JAG" and "NCIS".
ValCom's equipment/camera and personnel rental business, Half-day
Video, is a leading competitor in the Hollywood community. The
Company and its partnership operate ValCom Broadcasting KVPS-TV
Channel 8 in Palm Springs, CA.

                         *    *    *

            Liquidity and Going Concern Uncertainty

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

"The Company's condensed consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern.  The Company has a net loss of $1,823,954 and a negative
cash flow from operations of $405,019 for the nine months ended
June 30, 2003, and a working capital deficiency of $8,602,508 and
an accumulated deficit of $9,950,145 at June 30, 2003.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."


WASHINGTON MUTUAL: Fitch Rates Class I-B-4 & II-B-4 Notes at BB
---------------------------------------------------------------
Fitch rates Washington Mutual Mortgage Securities Corp.'s
mortgage pass-through certificates, series 2003-AR9 as follows:

Group I certificates:

     -- $1,157,813,300 classes I-A-1, I-A-2A, I-A-2B, I-A-3
        through 1-A-7 'AAA';

     -- $100 class R 'AAA';

     -- $12,507,300 class I-B-1 'AA';

     -- $9,529,300 class I-B-2 'A';

     -- $4,764,700 class I-B-3 'BBB';

     -- $1,786,800 class I-B-4 'BB'.

Group II certificates:

     -- $300,303,500 class II-A 'AAA';

     -- $3,242,400 class II-B-1 'AA';

     -- $2,316,000 class II-B-2 'A';

     -- $1,235,100 class II-B-3 'BBB';

     -- $463,200 class II-B-4 'BB'.

The 'AAA' rating on the group I senior certificates reflects the
2.80% subordination provided by the 1.05% class I-B-1, 0.80% class
I-B-2, 0.40% class I-B-3, 0.15% privately offered class I-B-4,
0.15% privately offered class I-B-5 and 0.25% privately offered
class I-B-6. The class I-B-5 and I-B-6 certificates are not rated
by Fitch. The ratings on the class I-B-1, I-B-2, I-B-3, I-B-4
Certificates are based on their respective subordination.

The 'AAA' rating on the group II senior certificates reflects the
2.75% subordination provided by the 1.05% class II-B-1, 0.75%
class II-B-2, 0.40% class II-B-3, 0.15% privately offered class
II-B-4, 0.15% privately offered class II-B-5 and 0.25% privately
offered class II-B-6. The class II-B-5 and II-B-6 certificates are
not rated by Fitch. The ratings on the class II-B-1, II-B-2, II-B-
3, II-B-4 Certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and Washington Mutual Mortgage
Securities Corp.'s servicing capabilities as master servicer.
Fitch currently rates Washington Mutual Bank, FA 'RMS2+' for
master servicing.

The trust is secured by two groups of mortgage loans, which
respectively collateralize the group I and II certificates. The
two groups are not cross-collateralized. The transaction is
comprised of conventional, adjustable-rate mortgage loans that
have a 30-year maturity. The mortgage loans have a fixed interest
rate for the first five years. Thereafter, the interest rate will
adjust annually based on the weekly average yield on U.S. Treasury
Securities (one-year CMT) plus a margin.

The group I collateral consists of 1,813 conventional mortgage
loans with an aggregate principal balance of $1,191,166,030.36.
The loans are secured by first liens on residential properties.
Approximately 84.80% of the group I mortgage loans have interest-
only payments scheduled during the initial five-year period, with
principal and interest payments beginning on the first adjustment
date. The weighted average loan-to-value (LTV) for the mortgage
loans in the pool is approximately 64.70%. The average balance of
the mortgage loans is $657,014 and the weighted average coupon of
the loans is 4.529%. The weighted average FICO credit score for
the group is 745. Second and investor-occupied homes comprise
3.57% and 0.04% of the group I loans, respectively. Rate/Term and
cashout refinances represent 51.19% and 25.46%, respectively of
the group I mortgage loans. The states that represent the largest
portion of mortgage loans are California (64.90%) and New York
(5.82%). All other states represent less than 5% of the group I
loans.

The group II collateral consists of 424 conventional mortgage
loans, with an aggregate principal balance of $308,795,463.79. The
loans are secured by first liens on residential properties.
Approximately 90.80% of the group II mortgage loans have interest-
only payments scheduled during the initial five-year period, with
principal and interest payments beginning on the first adjustment
date. The weighted average loan-to-value for the mortgage loans in
the pool is approximately 62.50%. The average balance of the
mortgage loans is $728,291 and the weighted average coupon of the
loans is 4.529%. The weighted average FICO credit score for the
group is 750. Second homes comprise 3.47% of the group II loans
and there are no investor-occupied loans. Rate/Term and cashout
refinances represent 58.87% and 25.31%, respectively, of the Group
II mortgage loans. The states that represent the largest portion
of mortgage loans are California (65.16%) and New York (5.59%).
All other states represent less than 5% of the group II loans.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The certificates are issued pursuant to a pooling and servicing
agreement dated Aug. 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and Deutsche
Bank National Trust Company, as trustee. For federal income tax
purposes, elections will be made to treat the trust fund as two
real estate mortgage investment conduits.


WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Notes at BB/B
--------------------------------------------------------------
Fitch rates Washington Mutual Mortgage Securities Corp.'s mortgage
pass-through certificates, series 2003-S8 as follows:

     -- $655.6 million class A-1 - A-6, X, P & R senior
        certificates 'AAA';

     -- $3.7 million class B-1 'AA';

     -- $1.3 million class B-2 'A';

     -- $995,000 class B-3 'BBB';

     -- $664,000 privately offered class B-4 'BB';

     -- $664,000 privately offered class B-5 'B'.

The 'AAA' rating on the class A-1 through A-6, X, P, and R senior
certificates reflects the 1.20% subordination provided by the
0.55% class B-1, 0.20% class B-2, 0.15% class B-3, 0.10% privately
offered class B-4, 0.10% privately offered class B-5 and 0.10%
privately offered class B-6 certificates. The ratings on the class
B-1, B-2, B-3, B-4, and B-5 certificates are based on their
respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral and the strength of
the legal and financial structures.

The mortgage pool consists of fully amortizing, 15-year fixed-rate
mortgage loans secured by first liens on residential properties.
As of the cut-off date, the mortgage pool consists of 1,304 loans,
with an aggregate principal balance of approximately $663,565,676
and a weighted average original loan-to-value ratio of 58%.
Approximately 19.93% of the loans were originated under a reduced
documentation program. Cash-out and rate/term refinance loans
represent 14.16% and 76.55% of the mortgage pool, respectively.
Second homes account for 2.43% of the pool. The average loan
balance is $508,869. The weighted average FICO score is 739. The
states that represent the largest portion of the mortgage loans
are California (42.05%), Illinois (7.20%), and Washington (5.69%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The certificates are issued pursuant to a pooling and servicing
agreement dated Aug. 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and U.S. Bank,
N.A., as trustee. For federal income tax purposes, elections will
be made to treat the trust fund as two real estate mortgage
investment conduits.


WEIGHT LOSS FOREVER: Needs New Funds to Meet Cash Requirements
--------------------------------------------------------------
Weight Loss Forever International, Inc., a Nevada corporation,
franchises weight loss centers under the trade names Weight Loss
Forever, Beverly Hills Weight Loss & Wellness, through subsidiary
corporations, Weight Loss Management, Inc. and Beverly Hills
Franchising Corp.

At June 30, 2003, the Company franchised approximately 20 Weight
Loss Forever centers and 20 Beverly Hills Weight Loss &; Wellness
clinics. The Company, in addition to being a franchisor, had
previously operated company-owned locations. As of May 31, 2002,
the Company disposed of all its company-owned locations to
concentrate on franchising. The franchised locations are primarily
in Virginia, North Carolina, New England and Florida. The Company
receives a non-refundable franchise fee, generally $20,000, from
entities which enter into an agreement with the Company to own and
operate a retail location. The franchisees are required to
purchase the necessary furniture, fixtures, equipment and
inventory either from the Company, from an affiliate of the
Company, or from a source approved by the Company. During the term
of the agreement, the Company receives a service fee equal to six
percent of gross sales, payable weekly.At the end of March 2003,
the Company unilaterally reduced the services fee which is paid by
Beverly Hills Weight Loss & Wellness franchisees, on a temporary
basis while changes were instituted by the Company, to three
percent of gross sales. New agreements provide for a franchise
term of ten years subject to renewal. The agreements provide for
other fees and charges based on various conditions and
circumstances. The Company provides operational assistance,
training, periodic inspections, and continuing new product
development. The Company also has the right to establish an
advertising fund to which the franchisees would contribute. This
fund has not yet been established.

The Company's consolidated financial statements have been
presented on a going concern basis which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The liquidity of the Company has been
adversely affected by significant losses from operations. The
Company reported net losses of $76,310 and $440,654 for the years
ended December 31, 2002 and 2001, respectively and reported a net
loss from operations of $140,865 for the six months ended June 30,
2003. These conditions raise substantial doubt about the Company's
ability to continue as a going concern without additional capital
contributions and/or achieving profitable operations. Management's
plans are to generate revenue from the sale of new franchises and
to raise additional capital through either debt or equity
instruments.

As of June 30, 2003, the Company had cash in the amount of $6,456
which is a decrease from the cash of $21,951 it had at December
31, 2002.

Although the sale of its WLFI VA subsidiary significantly reduced
its current liabilities, as of June 30, 2003, its current
liabilities were $239,572 which was still in excess of its current
assets of $14,043.

The Company has not generated cash flow from its operations. In
fact, its operating activities consumed $8,496 for the six months
ended June 30, 2003.

The Company intends to meet its cash needs over the next 12 months
through the sale of securities in either public or private
offerings, or from the proceeds of the exercise of its outstanding
warrants. There is no assurance that it will be able to sell
additional securities or that its warrants will be exercised.


WORLDCOM INC: Ad Hoc Committee Asks Court to Nix Consolidation
--------------------------------------------------------------
The Ad Hoc MCI Trade Claims Committee asks the Court to rule that
the proposed settlement between the Worldcom Debtors and the
holders of MCIC senior debt claims as contemplated in the Debtors'
Reorganization Plan is improper and fails as a matter of law.
The Ad Hoc Committee tells the Court that there are no disputed
issues of fact in this matter and the Court can dispose of that
matter in a summary judgment proceeding.  Confirmation of
WorldCom's plan will be expedited with this discrete decided by
the Court at this early juncture.

Edward S. Weisfelner, Esq., at Brown Rudnick Berlack & Israels
LLP, in New York, explains that the "settlement" proposed in the
Debtors' Plan turns fairness on its head by providing the MCIC
Senior Debt Holders, whose claims were expressly subordinate to
those of MCI trade creditors, with more than a billion dollars to
which they can establish no entitlement unless and until the
trade creditors have been paid in full.  This more than doubles
the recovery of MCIC Senior Debt Holders under the Plan.

The "settlement" also does not provide any benefit to the estate.
The proffered basis for the MCIC Senior Settlement is the
Debtors' contentions that (a) the litigation of MCIC Senior Debt
Holders' opposition to substantive consolidation would be
"complex and protracted" and (b) the MCIC Senior Debt Claims had
"distinct" arguments against substantive consolidation from those
other creditors.

"In order to buy peace with the holders of MCIC Senior Debt
Claims -- and, presumably, remove the specter of 'complex and
protracted' litigation on substantive consolidation and avoid the
'distinct' arguments against substantive consolidation -- the
Debtors agreed to provide an enormous concession to the holders
of MCIC Senior Debt Claims," Mr. Weisfelner says.

The Plan contemplates diverting over $1,000,000,000 in MCI assets
to the MCIC Senior Debt Holders in exchange for the MCIC Senior
Debt Holders foregoing objections to substantive consolidation.
The Plan is premised on the substantive consolidation of most of
the Debtors' estates, including the MCI companies.  The
Settlement raises the distribution of MCI Senior Debt Claims from
35.7% to 80%.

Mr. Weisfelner argues that the MCIC Senior Debt Holders' claims
against the estates are junior to the interests of MCI trade
creditors.  They could not recover on their claims unless and
until MCI trade creditors recover 100% from the MCI assets.

"The inequity of the proposed settlement is palpable -- and
indisputable -- particularly when viewed from the perspective of
MCI creditors," Mr. Weisfelner tells the Court.

Mr. Weisfelner points out that if the Debtors prevail against the
MCIC Senior Debt Holders, there would be a "pure" substantive
consolidation, in which MCI trade creditors would share equally
with MCIC Senior Debt Holders.  If the MCIC Senior Debt Holders
succeed on their threatened objection, the deconsolidated result
would give MCI trade creditors preferred access to MCI assets,
and therefore would be paid before MCIC Senior Debt Holders.  A
"complete victory" by the MCIC Senior Debt Holders would merely
put them in line behind the structurally superior trade claims,
Mr. Weisfelner maintains.

Mr. Weisfelner also notes that several other parties have now
questioned the substantive consolidation presupposition of the
Plan.  Therefore, the Debtors cannot simply argue that the
Settlement with the MCIC Senior Debt Holders will avoid costly
and protracted litigation. (Worldcom Bankruptcy News, Issue No.
35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


YOUTHSTREAM MEDIA: June Quarter Net Loss Narrows to $1 Million
--------------------------------------------------------------
YouthStream Media Networks, Inc. (OTC Bulletin Board: YSTM)
announced the results of its operations for the three months ended
June 30, 2003, reporting net sales of $682,000 and a net loss of
$1,032,000, as compared to net sales of $1,438,000 and a net loss
of $12,833,000 for the three months ended June 30, 2002. Included
in net loss for the three months ended June 30, 2002 was a loss
from discontinued operations of $2,222,000 and a gain on disposal
of discontinued operations of $865,000.

For the nine months ended June 30, 2003, the Company reported net
sales of $3,967,000 and a net loss of $3,277,000, as compared to
net sales of $6,839,000 and a net loss of $20,788,000 for the nine
months ended June 30, 2002. Included in net loss for the nine
months ended June 30, 2003 was a loss on the closing of retail
stores of $1,790,000 and a gain on debt settlement of $2,800,000,
which were included in loss from continuing operations, and a gain
from discontinued operations of $153,000. Included in net loss for
the nine months ended June 30, 2002 was a loss from discontinued
operations of $3,892,000 and a gain on disposal of discontinued
operations of $877,000.

During June 2003, the Company changed its fiscal year from June 30
to September 30. Accordingly, the interim consolidated financial
statements referred to herein are for the three months and nine
months ended June 30, 2003 and 2002.

The results of operations for the three months and nine months
ended June 30, 2002 have been restated to reflect the
discontinuance of the Company's online segment and the sale of its
media assets during August 2002. The Company's remaining
operations consist of the sale of decorative wall posters through
on-campus sales events, retail stores and internet sales to
teenagers and young adults. Sales decreased for the three months
and nine months ended June 30, 2003, as compared to the three
months and nine months ended June 30, 2002, as a result of the
closing of 25 retail stores and negative same store sales. The
Company currently operates 18 stores in 13 states, plus
Washington, D.C., throughout the East and mid-West.

                       Recent Developments

During January 2003, the Company completed a debt restructuring,
resolving default claims by the holders of the Company's
outstanding notes, in the aggregate principal amount of
$18,000,000, to exchange those notes, including approximately
$2,100,000 of accrued interest, for a cash payment of $4,500,000,
preferred stock with a face value of $4,000,000, 3,985,000 shares
of common stock, and $4,000,000 principal amount of promissory
notes issued by the Company's retail subsidiary and secured by the
Company's pledge of all of its stock in the subsidiary. During
June 2003, the $4,000,000 principal amount of promissory notes was
restructured into unsecured debt obligations of the Company. The
Company recognized a gain from this debt restructuring, which
qualified as a "troubled debt restructuring" pursuant to Statement
of Financial Accounting Standards No. 15, "Accounting for Debtors
and Creditors for Troubled Debt Restructurings", of $2,754,000,
which was classified as a part of continuing operations. The gain
from this transaction was $0.07 per common share for the three
months and nine months ended June 30, 2003.

At the conclusion of the debt restructuring, the Company's
existing board of directors resigned and was replaced by three new
directors, Jonathan V. Diamond, Hal G. Byer and Robert Scott
Fritz. Jonathan V. Diamond was named Chief Executive Officer and
Robert N. Weingarten was named Chief Financial Officer.

The Company's new management intends to continue efforts to settle
the Company's outstanding obligations and reduce operating costs.
The Company believes that its current cash resources, combined
with revenues from continuing operations and borrowings from
related parties, will be adequate to fund its operations during
the remainder of fiscal 2003. However, to the extent the Company's
estimates are inaccurate and/or the Company is unable to
successfully settle outstanding obligations and reduce operating
costs, the Company may not have sufficient cash resources to
maintain operations. In such event, the Company may be required to
consider a formal or informal restructuring or reorganization.

The Company's new management is exploring various strategic
alternatives, including the sale of the Company's remaining
business operations and the acquisition of one or more new
business opportunities. However, there can be no assurances that
such efforts will be successful. The Company may finance any
acquisitions through a combination of debt and/or equity
securities.


* Spaulding Finalizes Alliance With Business Evaluation Systems
---------------------------------------------------------------
The Spaulding Group, Inc., a full-service consulting and business
brokerage firm, has effectuated a formal strategic alliance with
Business Evaluation Systems which specializes in business
appraisal reviews, business enhancement and consulting.

Headquartered in Tampa, FL, The Spaulding Group offers performance
consulting and business brokerage services to small and mid-sized
businesses throughout the United States. Under the terms of the
agreement, the Company will be able to supply formal business
appraisal services for clients throughout the Gulf Coast of
Florida.

BES is the largest and oldest business appraisal company in the
United States. In the last 25 years, it has been involved in the
appraisal of more than 9,000 firms ranging in value from $50,000
to over $600 million.

Some of the reasons why businesses require valuation include:
buying or selling a business; estate planning for gifts or
inheritance; institutional financing; marital dissolution; buying
out a partner or shareholder; litigation support; litigation
issues involving economic damages, loss of profits or bankruptcy;
allocation of purchase price among tangible and intangible assets
and taxation issues for probate or federal estate taxes.

The Spaulding Group is a full-service consulting and business
brokerage firm offering performance consulting, succession
planning and business brokerage services to small and mid-sized
businesses and high net worth individuals. For more information,
please visit the Company's Web site at
http://www.spauldinggroupinc.com


* Dewey Ballantine Hires Philipp von Ilberg as Frankfurt Partner
----------------------------------------------------------------
International law firm Dewey Ballantine LLP has hired top finance
and capital markets lawyer Philipp von Ilberg as a partner
resident in its Frankfurt office.  He will join Dewey Ballantine
on 1 October, 2003 from Clifford Chance Punder.

Mr. von Ilberg will play a key role in Dewey Ballantine's
expansion in Germany. The wealth of experience he brings to the
Firm in ground-breaking capital markets and corporate finance
transactions as well as in the area of acquisition finance will
complement and enhance the Frankfurt office's existing corporate
and finance capabilities.

"Philipp von Ilberg's appointment represents a significant step
for Dewey Ballantine in the continued development of our German
practice," said Morton A. Pierce, Chairman of Dewey Ballantine's
Global M&A Group.  "Philipp's expertise will greatly contribute to
the development of our corporate and finance practice in Germany
and is an important step forward for our broader European
strategy."

Mr. von Ilberg began his legal career at Deutsche Bank Corporate
Finance and joined Clifford Chance Punder in 1997 where he was
made partner.  His practice has involved the representation of
corporations such as Deutsche Telekom, Fraport, Siemens, and T-
Online as well as financial institutions such as Credit Suisse
First Boston, Deutsche Bank, Dresdner Kleinwort Wasserstein and
West LB.

Dr. Geza Toth-Feher, head of Dewey Ballantine's German Practice,
said: "Philipp von Ilberg is a blue-chip addition to our German
team.  We are delighted that Philipp is joining our firm in
Frankfurt, and excited about providing clients with an even deeper
reserve of finance capabilities."

Philipp von Ilberg commented: "I am looking forward to playing a
significant part in the growth of Dewey Ballantine's German
practice. My practice dovetails neatly with Dewey Ballantine's
close relationships with the investment banking community and
complements the Firm's focus on expanding those relationships
across Europe."

Founded in 1909, Dewey Ballantine LLP is a leading international
law firm with more than 550 attorneys located in New York,
Washington, D.C., Los Angeles, Palo Alto, Houston, Austin, London,
Warsaw, Budapest, Prague and Frankfurt.

Dewey Ballantine's German Practice in London and Frankfurt builds
on the strength of the London office's UK and U.S. corporate and
finance capability to provide clients with expert legal advice on
German-related M&A, public M&A, acquisition finance, private
equity and capital markets transactions.

The German Practice enhances Dewey Ballantine's existing European
capability and enables the Firm to advise clients on German-
related issues in a seamless, integrated manner from London,
Frankfurt, or both offices, as clients may require.  Dewey
Ballantine's German Practice currently consists of a team of ten
German-speaking lawyers (two partners and eight associates), eight
of whom are German-qualified or dual-qualified (German and
English).


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

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