TCR_Public/030829.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 29, 2003, Vol. 7, No. 171

                          Headlines

ACP HOLDING: Looks to Houlihan Lokey for Financial Advice
ACTERNA CORP: NY Bankruptcy Court Approves Disclosure Statement
ADELPHIA BUS.: Asks Court to Approve Grant Thornton's Engagement
AES GENER: S&P Affirms B Rating & Revises Outlook to Developing
ALLIANCE GAMING: Consent Solicitation for Tender Offer Expires

AM COMMUNICATIONS: Files for Chapter 11 Protection in Delaware
AMERCO: Final Hearing on $300MM DIP Financing Slated for Oct. 1
AMERICAN EQUITY INV.: S&P Affirms BB+ Counterpart Credit Rating
AMERICAN NATURAL ENERGY: Funds Insufficient to Continue Ops.
AQUIS COMMS: CEO Alex E. Stillwell Intends to Leave Company

ARCAP 2003-1: Fitch Rates Class J & K Ser. 2003-1 Notes at BB/B
ATCHISON CASTING: Lincoln Partners Hired as Investment Banker
BANC OF AMERICA: Fitch Rates Four Note Classes at Low-B Levels
BNS CO.: Completes Rhode Island Property Sale for $20 Million
BRANDPARTNERS GROUP: Will Commence Trading on OTCBB Today

BUILDING MATERIALS: Completes $300MM Credit Facility Refinancing
CALPINE CORP: Plans to Establish Canadian Natural Gas Trust
CENTRAL PARKING: Inks Contract Extension with Boca Raton Resort
CINCINNATI BELL: Inks Pact with Westell for Dual Port DSL Modems
CONSECO INC: Intends to Assume New Tax Sharing Agreement

CONSOLIDATED FREIGHTWAYS: Asset Sale Pact with TransForce Okayed
CUMMINS INC: Rating on Related Synthetic Deal Affirmed at BB+
DEVINE ENTERTAINMENT: TSX to Halt Shares Trading on Sept. 26
ELECTROHOME LIMITED: Third Quarter Net Loss Widens to $2.6 Mill.
ENRON CORP: Has Until Dec. 1 to Move Pending Actions to S.D.N.Y.

ENUCLEUS INC: Bankruptcy Status Raises Going Concern Uncertainty
FIBERCORE INC: June 30 Balance Sheet Upside-Down by $2 Million
FIRST UNION: Fitch Junks Series 1999-C4 Class M Note Rating
FMC CORP: Promotes Ted Butz and Michael Wilson to VP Positions
GE CAPITAL: Fitch Junks Ser. 2000-1 Class L Notes to CCC from B-

GENUITY INC: Gets Nod to Expand Morrison & Foerster's Engagement
GLOBALNET INC: iDial Networks Completes Acquisition of GlobalNet
GOLFGEAR INT'L: Additional Capital Needed to Continue Operations
GRAFTECH INT'L: June 30 Net Capital Deficit Narrows to $349 Mil.
H&E EQUIPMENT: S&P Places Low-B Rating on CreditWatch Negative

HEALTH & LEISURE: Signs-Up Marcum & Kliegman as New Accountants
HOMELIFE PCE: Asks Court to Delay Final Decree through Sept. 6
INFORM MEDIA: Hires Labonte to Replace Stonefield as Accountants
INFORMATION ARCHITECTS: Names Hunter Atkins as New Accountants
INTEGRATED HEALTH: Court Clears Pharmerica Settlement Agreement

JP MORGAN: Fitch Affirms Low-B Level Ratings on 6 Note Classes
JP MORGAN: Fitch Affirms Ser. 1997-C5 Class F Note Rating at BB
KAIRE HOLDINGS: Needs New Capital to Fund Operating Cash Needs
KAISER ALUMINUM: EPA Consent Decree Resolves CERCLA Liability
KMART CORP: Sues Newman/Haas Racing Inc. to Recoup $6 Million

KNIGHTHAWK INC: Secured Lender Agrees to Forbear Until Oct. 31
LEAP WIRELESS: UST Balks at Discharge Provisions Under Plan
LUCENT: Inks Networking Systems Supply Agreement with Dacom
MAGNUM HUNTER: Gary Evans to Present at Lehman Bros. Conference
MIRANT CORP: Hires Charles River for Energy Consultancy Services

NAT'L BENEVOLENT: Fitch Monitors Credit Quality of $149MM Bonds
NATIONSRENT INC: CitiCapital Has Until Sept. 11 to File Claims
NAVIDEC INC: Will Replace Pat Mawhinney as Chief Fin'l Officer
NEFF: Moody's Withdraws Ratings after Company Deregisters Shares
ONEIDA ILTD: July 26 Working Capital Deficit Tops $36 Million

PACIFICARE: Brad Bowlus to Present at Bear Stearns Conference
PETRO STOPPING: Ratings Under Review for Possible Downgrade
PILLOWTEX CORP: First Creditor's Meeting to Convene on Thursday
PROCOM TECHNOLOGY: Files Form 15 to Deregister Common Stock
PROTARGA INC: Secures Interim Nod for $550,000 DIP Financing

REDBACK NETWORKS: Has Until Oct. 11 to Meet Nasdaq Requirements
SAFETY-KLEEN: Judge Walsh Inks Conclusions on Plan Confirmation
SAHELIAN GOLDFIELDS: Files Restated Financials for Year 2002
SCORES HOLDING: June 30 Equity Deficit Widens to $827,000
SEQUOIA MORTGAGE: Fitch Rates Class B-4 & B-5 Notes at BB/B

SHOLODGE INC: Second Quarter Results Reflect Weaker Performance
SIEBEL SYSTEMS: Adopts New Corporate Governance Initiatives
SILICON GRAPHICS: Takes Additional Initiatives to Lower Costs
SONTRA MEDICAL: Continues Listing on Nasdaq SmallCap Market
SR TELECOM: Netro Shareholders Approve Acquisition by SR Telecom

SSP SOLUTIONS: Fails to Comply with Nasdaq Listing Requirements
STAR ONE CHOICE: Moody's Pulls B3 Senior Secured Debt Rating
SUN CITY INDUSTRIES: Hires Michael F. Cronin as New Accountant
SWIFT & COMPANY: Reports Strong Year-End Cash Position
TENFOLD CORP: Enters VAR Agreement with Better Practices LLC

TNP ENTERPRISES: Secures $125-Mill. Revolver from Fleet Capital
TRANSWITCH CORP: Commences Exchange Offer for 4-1/2% Conv. Notes
TRENWICK AMERICA: Wants Okay to Hire Ashby & Geddes as Counsel
TWINLAB CORPORATION: Secures Waiver of Loan Covenant Violation
UNICCO SERVICE: Refinancing Prompts S&P to Affirm B/CCC+ Ratings

WORLDCOM: Oklahoma Brings Criminal Action & MCI Responds
WORLDCOM INC: NLPC Applauds Oklahoma Atty. General's Actions
WORLDCOM: MCI Commences Tender Offer for Digex Class A Shares
WORLDCOM INC: Intends to Assume Crescent Office Space Lease
W.R. GRACE: Brings-In State Street for Savings & Investment Plan

XM SATELLITE: Commences Standard Exch. Offer for Rule 144A Notes

* CCC Reports Fourteen Small Businesses Emerge From Chapter 11A

* BOOK REVIEW: Competition, Regulation, and Rationing
               in Health Care

                          *********

ACP HOLDING: Looks to Houlihan Lokey for Financial Advice
---------------------------------------------------------
ACP Holding Company and its debtor-affiliates are asking the U.S.
Bankruptcy Court for the District of Delaware to approve their
retention of Houlihan Lokey Howard & Zukin Capital as Financial
Advisors in these chapter 11 cases.

The Debtors submit that Houlihan Lokey has a wealth of experience
in providing financial advisory services in reorganization
proceedings and has an excellent reputation for the services it
has rendered in chapter 11 cases on behalf of debtors and
creditors throughout the United States.

Since January of 2003, Houlihan Lokey has rendered financial
advisory services to the Debtors in connection with their
restructuring efforts. The Firm has become thoroughly familiar
with the Debtors' operations and is well qualified to represent
the Debtors as financial advisors in these cases.

David R. Hilty, Managing Director of Houlihan Lokey reports that
as Financial Advisors, Houlihan Lokey will:

     a. advise the Debtors generally of available capital
        restructuring and financing alternatives, including
        recommendations of specific courses of action, and
        assist the Debtors with the design of alternative
        Transaction structures and any debt and equity
        securities to be issued in connection with a
        Transaction;

     b. assist the Debtors in discussions with leaders,
        noteholders and other interested parties regarding the
        Debtors' operations and prospects and any potential
        Transaction;

     c. assist the Debtors with the development, negotiation and
        implementation of a Transaction or Transactions,
        including participation as a representative of the
        Debtors in negotiations with creditors and other parties
        involved in a Transaction;

     d. assist in valuing the Debtors and/or, as appropriate,
        valuing the Debtors' assets or operations; provided that
        any real estate or fixed asset appraisals needed would
        be executed by outside appraisers;

     e. provide expert advice and testimony relating to
        financial matters related to a Transaction or
        Transactions, including the feasibility of any
        Transaction and the valuation of any securities issued
        in connection with a Transaction;

     f. advise the Debtors as to potential mergers or
        acquisitions, and the sale or other disposition of any
        of the Debtors' assets or businesses;

     g. advise the Debtors and act as a placement agent, as to
        any potential financings, either debt or equity,
        including debtor-in-possession financing;

     h. assist the Debtors in preparing proposals to creditors,
        employees, shareholders and other parties-in-interest in
        connection with any Transaction;

     i. assist the Debtors' management with presentations made
        to the Debtors' Board of Directors regarding potential
        Transactions and/or other issues related thereto; and

     j. render such other financial advisory and investment
        banking services as may be mutually agreed upon by
        Houlihan Lokey and the Debtors.

The types of transactions contemplated by the Debtors' retention
of Houlihan Lokey include:

     (i) one or more exchange offers whether under any
         applicable securities laws or regulations or otherwise
         or any cash tender offer or any combination thereof;

    (ii) any merger, consolidation, reorganization,
         recapitalization, or business combination; or

   (iii) any other transaction in which the requisite consents
         to a reorganization or restructuring are obtained
         either out-of-court or pursuant to a Chapter 11 plan of
         reorganization or restructuring plan.

Houlihan agreed to represent the Debtors in exchange of:

     a. $175,000 Monthly Fee; and

     b. Transaction Fee of $3,000,000 upon the earlier of
        closing or consummation of a Transaction or November 30,
        2003.

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


ACTERNA CORP: NY Bankruptcy Court Approves Disclosure Statement
---------------------------------------------------------------
Representing another major step toward chapter 11 emergence,
Acterna Corporation announced that the U.S. Bankruptcy Court for
the Southern District of New York has approved its Disclosure
Statement and set a confirmation hearing for September 25.
Acterna's Disclosure Statement and Plan of Reorganization,
developed with the support of the company's senior secured debt
holders and official committee of unsecured creditors, will be
sent to all creditors for approval this week. Acterna remains on
track to emerge from chapter 11 protection in early October.

Acterna also has entered into an agreement to sell Itronix
Corporation, a subsidiary, to Golden Gate Capital for $40 million
in cash, plus the assumption of certain liabilities. The sale of
Itronix, a world-class developer of wireless, rugged computing
solutions for mobile workers, is consistent with Acterna's plan to
divest non-communications test assets as part of its debt
restructuring strategy and represents another positive step toward
chapter 11 emergence. The sale is being conducted pursuant to
section 363 of the U.S. Bankruptcy Code and, as such, remains
subject to higher and better offers and the approval of the
bankruptcy court.

"Acterna is moving quickly toward the completion of a debt
restructuring plan that will enable us to emerge from chapter 11
protection in early October as a stronger company ready to
capitalize on the communications test industry's best growth
opportunities," said John Peeler, president and chief executive
officer of Acterna Corporation.

"Itronix is an excellent strategic fit with Golden Gate Capital's
investment focus and expertise," said Tom Turner, president and
chief executive officer of Itronix. "We are pleased with an
agreement that enables Itronix to team with a well capitalized
partner ideally suited to support our growth objectives."

Based in Germantown, Maryland, Acterna Corporation
(OTCBB:ACTRQ.OB) is the holding company for Acterna, da Vinci
Systems and Itronix. Acterna is the world's second largest
communications test and measurement company. The company offers
instruments, systems, software and services used by service
providers, equipment manufacturers and enterprise users to test
and optimize performance of their optical transport, access,
cable, data/IP and wireless networks and services. da Vinci
Systems designs and markets video color correction systems to the
video postproduction industry. Itronix sells ruggedized computing
devices for field service applications to a range of industries.
Additional information on Acterna is available at
http://www.acterna.com

Itronix is a world-class developer of wireless, rugged computing
solutions for mobile workers, which distinguishes itself in the
market through its superior implementation capabilities and
supporting services. Itronix has a full range of wireless field
computing systems, from handhelds, to laptops to tablet PCs, in
addition to providing award-winning iCareT Implementation Services
that range from project planning and management to first-line help
desk support. Itronix serves mobile workers in markets such as
commercial field service, telecommunications, utilities,
insurance, government, public safety, and meter reading. Itronix's
worldwide headquarters are located in Spokane, Washington. The
corporation's European operations, Itronix Ltd., are located in
Coventry, U.K., with sales operation offices in Frankfurt, Germany
and Paris, France. Additional information is available on the
Itronix Web site at http://www.itronix.com

Golden Gate Capital -- http://www.goldengatecap.com-- is a San
Francisco-based private equity investment firm with approximately
$700 million of capital under management. Golden Gate is dedicated
to partnering with world-class management teams to invest in
change-intensive, growth businesses. They target investments of up
to $100 million in situations where there is a demonstrable
opportunity to significantly enhance a company's value. The
principals of Golden Gate have a long and successful history of
investing with management partners across a wide range of
industries and transaction types.


ADELPHIA BUS.: Asks Court to Approve Grant Thornton's Engagement
----------------------------------------------------------------
Ed Babcock, Vice President and Chief Finance Officer of Adelphia
Business Solutions, Inc., recalls that on June 14, 2002, Deloitte
& Touche LLP notified Adelphia Business Solutions, Inc., that the
client-auditor relationship between them had "ceased."  It is
ABIZ' understanding that Deloitte resigned as its independent
public accountant effective as of June 14, 2002.

In furtherance of their reorganization efforts, the ABIZ Debtors
seek the Court's authority to employ Grant Thornton, LLP, as
independent certified public accountants to provide auditing
services to the Debtors pursuant to the terms of the Engagement
Letter dated July 17, 2003.

Mr. Babcock relates that Grant Thornton is an accounting and
management-consulting firm with offices around the world.  Grant
Thornton is a global accounting and business advisory firm that
provides a variety of services, which include assurance,
compensation, M&A transaction services, management advisory
services, tax consulting and valuation services.

Under the terms of the Engagement Letter, Grant Thornton will:

   (1) audit the consolidated balance sheet of ABIZ, doing
       business as TelCove, as of December 31, 2002;

   (2) examine, on a test basis, evidence supporting the
       amounts and disclosures in the financing statement;

   (3) assess the accounting principles used and significant
       estimates made by the management;

   (4) evaluate the overall financial and statement presentation;

   (5) obtain an understanding of internal control sufficient to
       plan the audit and to determine the nature, timing and
       extent of audit procedures to be performed;

   (6) ensure that the board of directors is aware of any
       reportable condition that come to Grant Thornton's
       attention; and

   (7) render a report on the financial statements at the
       completion of the audit.

As independent certified public accountants for the Debtors,
Grant Thornton will be compensated on an hourly basis:

   Position               Assurance     Tax     Consulting
   --------               ---------     ---     ----------
   Partners                 $475       $520        $475

   Executive Directors       420        420         425
   and Senior Managers

   Managers                  360        380         410

   Senior Associates         295        320         265

   Associates                150        185         185

   Paraprofessionals          95         95         N/A

The Debtors will pay Grant Thornton a $50,000 retainer upon
commencement of its services.  The retainer will be credited to
Grant Thornton's final invoice.

In addition, the Debtors will reimburse Grant Thornton for the
expenses related to the engagement including legal expenses for
counsel, time and expenses associated with the engagement,
Bankruptcy Court appearances, photocopying, facsimile, hotel
accommodations, meals mileage and other travel expenses.

Max Brandsdorfer, a partner at Grant Thornton, assures the Court
that the firm does not represent or hold any interest adverse to
the Debtors' estate or their creditors.  It has an international
practice and may represent or may have represented certain of the
Debtors' creditors or equity holders, or other parties-in-
interest, in matters unrelated to these cases.  Mr. Brandsdorfer
states that it is possible one of Grant Thornton's clients or
counterparty to a security transaction may hold a claim or
otherwise is a party-in-interest in these cases.  Grant Thornton
represents or holds no interest adverse to the Debtors or to
their estates as to matters concerning the Debtors and is a
disinterested person as the term is defined in Section 101(14) of
the Bankruptcy Code.

Mr. Babcock tells the Court that employing Grant Thornton is
necessary to enable the Debtors to execute their duties as
debtors-in-possession.  Mr. Babcock assures Judge Gerber that the
services Grant Thornton will render are not intended to be
duplicative in any manner with the services performed and to be
performed by any other party the Debtors engaged.  Nevertheless,
Grant Thornton, in concert with the other professionals, will
undertake every reasonable effort to avoid any duplication of
their services.

Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
the Court authorizes the Debtors to employ Grant Thornton as
their independent certified public accountants. (Adelphia
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AES GENER: S&P Affirms B Rating & Revises Outlook to Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chilean power generator AES Gener S.A. and
revised its outlook on the company to developing from negative.
The revised outlook reflects that the ratings could be raised or
downgraded depending on the evolution of AES Gener's currently
weak liquidity.

The credit markets closed to AES Gener in late 2001 partly because
of parent AES Corp.'s financial difficulties. In addition, the
need to refinance two put options over an outstanding debt of
approximately US$120 million exercised by Bank of Am,rica and ABN
Amro in 2002 further strained AES Gener's weak liquidity.

However, improvements in financial performance and the
collateralization of the intercompany credit with Inversiones
Cachagua Limitada (wholly owned by AES Corp.) signaled
improvements in the company's situation. In May 2003, Inversiones
Cachagua Limitada pledged its 98.65% equity stake in AES Gener in
favor of AES Gener to guaranty the repayment of an intercompany
debt of about US$300 million due on Feb. 28, 2004. This event
increases AES Gener's chances to collect the intercompany credit
with Inversiones Cachagua Limitada although it is still highly
uncertain how and when collection is going to take place.

If the collection of these funds takes place, AES Gener's
financial performance, liquidity, and financial flexibility should
significantly improve. Absent debt reductions either through the
collection of the funds or other financing strategies, liquidity
would continue to be tight but still would allow AES Gener to fund
operations and service debt throughout 2003 and 2004.

"The rating on AES Gener could be downgraded if the company's weak
liquidity further deteriorates in the next few months, but the
rating could be raised if the company collects the intercompany
credit from parent Inversiones Cachagua Limitada, which would
significantly strengthen AES Gener's financial profile," said
Standard & Poor's credit analyst Sergio Fuentes.

The rating on AES Gener reflects the company's weak liquidity and
restricted access to credit combined with high leverage and
refinancing risk. These risks are partly counterbalanced by AES
Gener's relatively stable electricity sales in Chile
(approximately 70% of total consolidated revenues), provided
mainly by medium- and long-term sale contracts with Chilectra S.A.
and Chilquinta EnergĦa S.A. in the Central Interconnected System
and with a copper mining company (through its 99.99% owned
Norgener) in the Northern Interconnected System.

AES Gener is the second-largest generator in the Chilean
electricity market, accounting for approximately 23% of the
country's total generating capacity with an installed capacity of
2,429 MW. AES Gener is 98.65% indirectly owned by AES Corp., the
U.S.-based multiutility.


ALLIANCE GAMING: Consent Solicitation for Tender Offer Expires
--------------------------------------------------------------
Alliance Gaming Corp., (NYSE: AGI) announced that the consent
solicitation period with respect to its previously announced cash
tender offer for its currently outstanding 10% Senior Subordinated
Notes due 2007 (CUSIP No. 01859P AG 9) expired at 5 p.m. New York
City time on Tuesday, Aug. 26, 2003.

As of that time, the holders of $77,765,000 aggregate principal
amount of 10 percent Senior Subordinated Notes due 2007 had
tendered notes and delivered valid consents to certain amendments
to the indenture pursuant to which the securities were issued.
This amount represents approximately 51.8 percent of the total
amount of notes issued and outstanding under the indenture, which
is sufficient to approve the proposed amendments.  A supplemental
indenture implementing the approved amendments was executed and
became effective Wednesday.

The tender offer for the 10 percent Senior Subordinated Notes due
2007 (CUSIP No. 01859P AG 9) remains open and will expire at
midnight New York City Time on Sept. 10, 2003, unless extended or
terminated.  Holders who validly tendered notes at or prior to the
expiration of the consent solicitation period will receive the
total consideration of $1,035.83 per $1,000 in principal amount
purchased (plus interest thereon to, but excluding, the purchase
date), which includes a consent payment of $20 per $1,000 of the
principal amount of the notes tendered and accepted for purchase.
Holders who validly tender their notes after the expiration of the
consent solicitation period but prior to the expiration of the
tender offer are not entitled to the consent payment and will
receive as payment for their notes total consideration of
$1,015.83 per $1,000 in principal amount purchased (plus interest
thereon to, but excluding, the purchase date).  The Company
expects to accept and pay for all notes validly tendered promptly
following satisfaction or waiver of the conditions to the offer.

The terms and conditions of the tender offer and consent
solicitation, including the conditions to the Company's obligation
to accept and purchase the notes tendered, are set forth in the
Company's Offer to Purchase and Consent Solicitation, dated Aug.
13, 2003.  The tender offer conditions include, among other
things, the Company's ability to put in place a new $375 million
credit facility to refinance its existing indebtedness.  The
Company reserves the right to amend, extend or, subject to certain
conditions, terminate the tender offer and consent solicitation.

The Company has retained CIBC World Markets Corp. to act as the
Dealer Manager for the tender offer and consent solicitation
(contact: Brian Perman, 212-885-4489) and has retained Innisfree
M&A Incorporated as the Information Agent.  The Offer to Purchase
and Consent Solicitation and any other documents related to the
tender offer and consent solicitation may be requested from
Innisfree at (888) 750-5834.

Alliance Gaming is a diversified gaming company with headquarters
in Las Vegas.  The Company is engaged in the design, manufacture,
operation and distribution of advanced gaming devices and systems
worldwide, and is the nation's largest gaming machine route
operator and operates two casinos. Additional information about
the Company can be found at http://www.alliancegaming.com

                         *     *     *

As reported in Troubled Company Reporter's August 22, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB-'
rating to Alliance Gaming Corp's proposed $375 million senior
secured credit facility, composed of a $100 million reducing five-
year revolver and a $275 million six-year term loan.

Most of the proceeds from this offering will be used to refinance
amounts outstanding under its $190 million term loan and 10% $150
million subordinated notes due 2007, with the remaining proceeds
to be used to pay fees and expenses.


AM COMMUNICATIONS: Files for Chapter 11 Protection in Delaware
--------------------------------------------------------------
AM Communications, Inc. (OTC: AMCM), has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. During the last several months the Company
has explored various strategic options to restructure its
financing and reorganize its business units in order to return to
profitability. The Company has concluded that it will be best to
complete its restructuring and reorganization within the
bankruptcy process.

The Company also announced that LaSalle Business Credit, LLC has
agreed to provide up to $9,000,000 of debtor-in-possession
financing to the company subject to court approval. With this
financing the Company hopes to complete strategic sales of certain
assets of the Company. "We fully expect to continue to meet our
customers' needs and provide the high level of service that our
customers expect while we operate in bankruptcy," stated Lawrence
Mitchell, President and CEO of the Company. "We will strive to
move through the bankruptcy process as quickly and as seamlessly
as possible, and our primary focus will be on minimizing the
impact of the restructuring process on our customers, employees,
subcontractors and other business partners."

AM's Chapter 11 filing and the motions that have been made with
the Bankruptcy Court, if approved, will allow AM and its
subsidiaries to operate in the normal course including meeting the
normal employee payroll, paying necessary vendors and
subcontractors, and maintaining product development and shipment
schedules.

AM Communications, Inc., located in Quakertown, Pennsylvania, is a
leading supplier of software-driven network reliability solutions
for HFC broadband network enterprises. AM's advanced systems and
service offerings employ leading-edge technologies that embody the
Company's 25+ years of HFC experience and expertise. Through its
wholly owned subsidiary, AM Broadband Services, Inc., AM provides
technical services and solutions that are software-optimized for
the telecommunications industry. Services include design,
infrastructure development, system activation and certification,
network reliability and residential "last mile" fulfillment
services. Through a strategic partnership with NeST Technologies,
AM is the only systems and services provider in the broadband
sector that has CMM Level 5 credentials for software development.
Visit http://www.amcomm.comfor more information on the Company.


AMERCO: Final Hearing on $300MM DIP Financing Slated for Oct. 1
---------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court authorizes, on
an interim basis, AMERCO the Debtors to execute and deliver the
DIP Loan Agreement.

Judge Zive will convene a final hearing on the Debtors' request on
October 1, 2003.

                         *     *     *

To cash-out the Ten-Lender Consortium and provide on-going
liquidity while in chapter 11 AMERCO secured a $300,000,000
debtor-in-possession financing commitment from Wells Fargo
Foothill, Inc.  The DIP Facility also lays the groundwork for a
$650,000,000 Exit Financing Facility backed by Foothill and Credit
Suisse First Boston to fund the Reorganized Debtor's obligations
under a plan of reorganization as it emerges from chapter 11.

The DIP Facility provides AMERCO with access to $200,000,000 of
revolving credit ($25,000,000 of which backs letters of credit)
and a $100,000,000 term loan, all subject to a Borrowing Base
equal to 40% of the fair market value of the Debtor's Real
Property.  The Exit Facility consists of a $200,000,000 revolver
(with a $25,000,000 subfacility for letters of credit), a
$350,000,000 amortizing Term Loan A and a $100,000,000
non-amortizing Term Loan B, all subject to a Borrowing Base equal
to 50% of the fair market value of the Debtor's Real Property.

AMERCO and Amerco Real Estate Company are the direct Borrowers
under the DIP Facility, as well as any other wholly owned
subsidiaries Foothill may require.  All of AMERCO's other U.S.
affiliates and subsidiaries will guarantee repayment of AMERCO's
obligations.

The DIP Facility matures 12 months after entry of a Final DIP
Financing Order or 10 days following confirmation of a chapter 11
plan.  The Exit Facility contemplates a five-year term (with zero
to 2% prepayment penalties for early termination).

Subject to a $5,000,000 Carve-Out to permit payment of
professional fees and fees owed to the U.S. Trustee and Court
Clerk, all of AMERCO's borrowings under the DIP Facility
constitute super-priority administrative expenses pursuant to 11
U.S.C. Sec. 364(c) and are secured by super-priority liens on all
of the Debtor's otherwise unencumbered assets.  The Exit Facility
will be secured by first-priority liens on substantially all of
the Reorganized Debtor's assets.

AMERCO will pay interest on all amounts borrowed under the DIP
Facility, at its option, at LIBOR plus 3.0% or the Base Rate plus
1.0%.  The interest rate post-emergence will be tied to various
performance measures.

AMERCO will pay Foothill a variety of fees for the DIP Financing:

      (a) 0.50% per year on every dollar not borrowed as an
          Unused Line Fee;

      (b) customary 3.5% letter of credit fees;

      (c) $850 per-day per-analyst Field Examination Fees; and

      (d) other fees set forth in one or more non-public Fee
          Letters.

All Letters of Credit must be cash collateralized at a rate of
105%. (AMERCO Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICAN EQUITY INV.: S&P Affirms BB+ Counterpart Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' counterparty
credit rating on American Equity Investment Life Holding Co.

At the same time, Standard & Poor's affirmed its 'BBB+'
counterparty credit and financial strength ratings on AEI's
operating subsidiary, American Equity Investment Life Insurance
Co.

The outlook on all these companies is negative.

"The financial strength rating on AEILI reflects its good business
position in the annuity industry for its chosen markets, improving
profitability and capitalization, extremely strong liquidity,
seasoned management team and, and high-quality investment
portfolio," said Standard & Poor's credit analyst Jose Siberon.
These strengths are offset by the adequate but lower than expected
quality of the capital, the holding company's high debt plus
preferred to capital ratio, volatility of its GAAP equity
(although improving), and the above-average interest rate risk
exposure.

The negative outlook reflects the risk on executing the company's
short-term initiative to improve the holding company
capitalization and the interest rate risk exposure at the
operating company. Once these issues are resolved within the
expected timeframe the outlook might be revised to stable.

AEILIC is expected to continue to generate sustainable asset
growth from its distribution channels while improving its profit
and risk-based capital targets. Quality of capital at the holding
company is expected to improve in the near term as the company
executes various strategies to reduce its dependency on
operational leverage, long term or short-term debt, and
reinsurance (both financial and traditional). Profitability is
expected to continue the strong momentum initiated in 2003 and
2004 by increasing its gross spreads and low expenses as well as
controlling its high growth. Pretax GAAP income is expected to be
about $45 million in 2003 and to grow at a double-digit rate in
2004. Capitalization is expected to improve in the next two years
with a Standard & Poor's risk-adjusted capital ratio of more than
140% while maintaining an appropriate level of double leverage.

AEILIC is an Iowa-based, privately owned stock company that
produces, markets, issues, and administers annuity and life
insurance products. The former CEO of American Life Insurance Co.
(parent company, Statesman Group Inc.) founded the company in
1995. As of June 2003, the company had exceeded its growth plans,
with more than $5.6 billion in statutory assets under management
and revenues of about $2.0 billion per year. The company is among
the top three writers of equity-indexed annuities in the U.S.


AMERICAN NATURAL ENERGY: Funds Insufficient to Continue Ops.
------------------------------------------------------------
American Natural Energy Corporation is engaged in the acquisition,
development, exploitation and production of oil and natural gas.
Prior to December 31, 2001, its activities, conducted entirely
through its predecessor, Gothic Resources Inc., were not
significant and involved very limited oil and natural gas
exploration in the southern United States. The Company also
invested in shares of other public oil and gas exploration
companies resulting in material capital gains. Since December 31,
2001, it has engaged in several transactions which it believes
will enhance its oil and natural gas development, exploitation and
production activities and its ability to finance further
activities. On December 31, 2001, the Company acquired the oil and
natural gas and related assets of Couba Operating Company and, on
January 22, 2002, it completed a corporate reorganization which
resulted in its domestication as a corporation into the U.S. from
Canada. American Natural Energy is now an Oklahoma corporation.
Commencing in the second half of 2002, it has engaged in a series
of financing transactions intended to enable it to initiate and
pursue development activities on the properties it has acquired.
The Company continues to need and seeks material amounts of
additional capital to further its oil and natural gas development
and exploitation activities.

The Company's financial statements have been prepared on a going
concern basis which contemplates continuity of operations,
realization of assets and liquidation of liabilities in the
ordinary course of business. The Company has no current borrowing
capacity with any lender. It has sustained substantial losses in
2002 and 2001, totaling approximately $8.7 million and $1.0
million, respectively, a stockholders' deficit of $1.4 million at
December 31, 2002, a working capital deficiency of approximately
$6.0 million including current amounts due under borrowings of
approximately $4.5 million, and negative cash flow from operations
in each of 2002 and 2001, all of which lead to questions
concerning the Company's ability to meet its obligations as they
come due. The Company also has a need for substantial funds to
develop its oil and gas properties. As a result of the losses
incurred and current negative working capital and other matters
described above, there is no assurance that the carrying amounts
of its assets will be realized or that liabilities will be
liquidated or settled for the amounts recorded. The Company's
ability to continue as a going concern is dependent upon adequate
sources of capital and the ability to sustain positive results of
operations and cash flows sufficient to continue to explore for
and develop its oil and gas reserves.

The independent accountants' report on American Natural Energy's
financial statements as of and for the year ended December 31,
2002 includes an explanatory paragraph which states that the
Company has sustained substantial losses, a stockholders' deficit,
a working capital deficiency and negative cash flow from
operations in each of 2002 and 2001 that raise substantial doubt
about its ability to continue as a going concern.

In the ordinary course of business, the Company has made and
expects to continue to make substantial capital expenditures for
the exploration and development of oil and natural gas reserves.
In the past, it has financed its capital expenditures, debt
service and working capital requirements with the proceeds of debt
and private offerings of its securities. The Company's cash flow
from operations is sensitive to the prices it receives for its oil
and natural gas. A reduction in planned capital spending or an
extended decline in oil and gas prices could result in less than
anticipated cash flow from operations and a lessened ability to
sell more of its common stock or refinance its debt with current
lenders or new lenders, which would likely have a further material
adverse effect on the Company.


AQUIS COMMS: CEO Alex E. Stillwell Intends to Leave Company
-----------------------------------------------------------
Aquis Communications Group, Inc. (OTC Bulletin Board: AQIS), a
leading wireless messaging company, announced forthcoming
management changes.

Alex E. Stillwell, Aquis' Chief Executive Officer, announced at
the quarterly meeting of the Board of Directors his intention to
step down as CEO effective August 31, 2003 and return full time to
his consulting firm, A & K Associates, LLC based in Nashville,
Tennessee.

Mr. Stillwell said, "After the August 2002 restructuring, the
business plan was that as CEO, I would return the company to a
sound financial position and develop internal talent to
permanently move Aquis forward as a viable communications carrier.
With this accomplished, it is time to return to my business." Mr.
Stillwell will continue with Aquis as a consultant and a member
of the Board of Directors.

Effective September 1, 2003, Mr. Brian Bobeck will assume the
positions of President and CEO of Aquis Communications. Mr. Bobeck
has worked with Mr. Stillwell as President and COO of Aquis since
December of 2002.  Prior to that time, Mr. Bobeck served as Aquis'
Vice-President Engineering. Mr. Stillwell said, "Mr. Bobeck has
been an invaluable team member in the turnaround of Aquis. He has
demonstrated leadership and excellent business judgment and is
prepared for his new role."

John Burtchaell, Chairman of the Board of Aquis added, "Alex has
played an integral role in the development and implementation of
the Company's business plan. The Board of Directors greatly
appreciates the service Alex provided Aquis during this
transitional period.  We anticipate that Mr. Bobeck will continue
to build upon the foundation created by Alex."

Headquartered in Parsippany, New Jersey, Aquis Wireless
Communications, Inc. is a subsidiary of Aquis Communications
Group, Inc.  Aquis is a leading provider of one-way and two-way
interactive messaging as well as regional and local messaging
services. The Company's core business services the healthcare,
government, public safety, emergency and educational industries
based throughout the Northeast and Mid-Atlantic regions.
Additional Aquis Communications' offices are located in Freehold,
New Jersey, Tyson's Corner, Virginia and Richmond, Virginia.

For more information on Aquis Communications visit:
http://www.aquiscommunications.com

Aquis Communications' June 30, 2003 balance sheet shows a working
capital deficit of about $1 million, and a total shareholders'
equity deficit of about $10 million.


ARCAP 2003-1: Fitch Rates Class J & K Ser. 2003-1 Notes at BB/B
---------------------------------------------------------------
Fitch rates the classes of ARCap 2003-1 Resecuritization Trust's
collateralized debt obligation certificates, series 2003-1 as
follows:

        -- $54.8 million class A 'AAA';

        -- $36 million class B 'AA';

        -- $20.5 million class C 'A';

        -- $15.4 million class D 'A-',;

        -- $36.1 million class E 'BBB+';

        -- $13 million class F 'BBB';

        -- $45 million class G 'BBB';

        -- $9 million class H 'BBB-';

        -- $28 million class J 'BB';

        -- $24 million class K 'B'.

The ratings on the class A and B certificates address the timely
payment of interest and ultimate repayment of principal. The
ratings on the class C, D, E, F, G, H, J and K certificates
address the ultimate payment of interest and ultimate repayment of
principal. Fitch did not rate the $132.6 million class L or
subordinate interest-only class X.

The ratings are based upon the capital structure of the
transaction, the quality of the collateral, the
overcollateralization and interest coverage tests provided for
within the pooling and servicing agreement, and the experience and
capabilities of ARCap REIT, Inc. as the collateral administrator.

Net proceeds from issuance are used to purchase a $414.4 million
pool of commercial mortgage-backed securities. The collateral has
a Fitch weighted average rating factor of between 'BB-' and 'B+'
(WARF of 49.9). Each class of notes has a stated final maturity
date in August 2038, except for class A, which has a stated final
maturity date in August 2023. Monthly payments to the certificates
start in September 2003.


ATCHISON CASTING: Lincoln Partners Hired as Investment Banker
-------------------------------------------------------------
Atchison Casting Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
approve their application to retain Lincoln Partners LLC as
investment banker.  Lincoln Partners is in the business of
providing such services and has extensive experience and a
respected reputation.

The Debtors anticipate that Lincoln will render investment advice
to them in relation to any sales transactions. In its capacity,
the Debtors expect Lincoln Partners to:

  a) develop a list of corporations, partnerships, individuals
     or other entities who might be interested in entering into
     a Transaction with Debtor Atchison Casting Corporation
     relating to it or one or more of its Debtor divisions or
     subsidiaries;

  b) prepare a descriptive memorandum that describes Debtor
     ACC's or one or more of its Debtor divisions ' or
     subsidiaries' operations, management, results of operations
     and financial condition and that incorporates current
     financial data and other information deemed relevant by
     Debtor ACC, as amended and supplemented from time to time;

  c) formulate and recommend a strategy for the sale of Debtor
     ACC or one or more of its Debtor divisions or subsidiaries;

  d) contact and elicit interest from Prospective Purchasers;

  e) convey information desired by Prospective Purchasers not
     contained in the Information Memorandum;

  f) review and evaluate Prospective Purchasers;

  g) review and analyze all proposals, both preliminary and
     firm, that are received from Prospective Purchasers; and

  h) negotiate, to the extent requested by Debtor ACC, with
     Prospective Purchasers.

In consideration of Lincoln Partners' services, the Firm will be
entitled to receive:

  a) a monthly cash retainer of $27,500 payable to Lincoln
     Partners;

  b) if a single Transaction involving the Company is
     consummated, Lincoln Partners will receive a Success Fee of
     $750,000 plus an incentive equal to 5% of the Sale price in
     excess of $40 million;

  c) if a single Transaction involving the Company is
     consummated under Section 363 of the Bankruptcy Code, or if
     multiple Transactions are consummated, all within 30 days
     of each other, then the fee schedule will apply:

        Number of Transactions           Total Success Fee
        ----------------------           -----------------
                One                           $750,000
                Two                           $750,000
                Three or more                 $900,000

     In the event two or more Transactions are consummated
     within 30 days of each other and one or more Transactions
     are consummated after the 30 day period, the Success Fee on
     all Transactions closing after the 30 day period shall be
     $150,000.

     In addition to the Success Fee, Lincoln Partners will also
     be due an incentive equal to 5% of the Sale Price up to $40
     million;

  d) if more than one Transaction involving the Company or its
     Divisions is consummated, Lincoln Partners' Success Fee
     will be the greater of:

      i) 1,875% of the Sale Price or

     ii) a minimum Success Fee, plus an incentive equal to 5% of
         the aggregate Sale Price in excess of $40 million on
         all Transactions. The schedule lists the minimum
         Success Fee for each Transaction:

             Transaction                Minimum Success Fee
             -----------                -------------------
                 First                        $450,000
                 Second                       $250,000
                 Third                        $200,000
                 Fourth                       $150,000
                 Fifth                        $150,000

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


BANC OF AMERICA: Fitch Rates Four Note Classes at Low-B Levels
--------------------------------------------------------------
Banc of America Alternative Loan Trust 2003-7 mortgage pass-
through certificates are rated by Fitch Ratings as follows:

   Group 1 certificates (loan group 1-CB and loan group 1):

       -- $388,494,000 classes 1-CB-1, 1-A-1, 1-A-2, 1-A-3, 1-A-4,
          1-A-5, 1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-CB-WIO, and 1-A-
          WIO, 'AAA';

       -- $100 class 1-A-R 'AAA';

       -- $8,947,439 class 1-B-1 'AA';

       -- $4,162,390 class 1-B-2 'A';

       -- $2,080,895 class 1-B-3 'BBB';

       -- $2,080,495 class 1-B-4 'BB';

       -- $1,457,136 class 1-B-5 'B'.

   Group 2 certificates:

       -- $221,842,000 classes 2-A-1, 2-A-2, 2-A-3, 2-A-4,
          2-A-WIO 'AAA';

       -- $2,319,440 class 2-B-1 'AA';

       -- $811,804 class 2-B-2 'A';

       -- $811,804 class 2-B-3 'BBB';

       -- $463,888 class 2-B-4 'BB';

       -- $231,944 class 2-B-5 'B'.

   and certificates of both groups:

       -- $12,413,176 class PO 'AAA'.

The 'AAA' rating on the Group 1 senior certificates reflects the
4.90% subordination provided by the 2.15% class 1-B-1, 1% class 1-
B-2, 0.50% class 1-B-3, 0.50% privately offered class 1-B-4, 0.35%
privately offered class 1-B-5 and 0.40% privately offered class 1-
B-6. Classes 1-B-1, 1-B-2, 1-B-3, and the privately offered
classes 1-B-4 and 1-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.

The 'AAA' rating on the Group 2 senior certificates reflects the
2.15% subordination provided by the 1% class 2-B-1, 0.35% class 2-
B-2, 0.35% class 2-B-3, 0.20% privately offered class 2-B-4, 0.10%
privately offered class 2-B-5 and 0.15% privately offered class 2-
B-6. Classes 2-B-1, 2-B-2, 2-B-3, and the privately offered
classes 2-B-4 and 2-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.

The ratings also reflect the quality of the underlying collateral,
the capabilities of Bank of America Mortgage, Inc. as servicer
(rated 'RPS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

The transaction is secured by three pools of mortgage loans. The
loan groups 1-CB and 1 are within Group 1 and are cross-
collateralized. Group 2 is not cross-collateralized with Group 1.
The class A-PO consists of three separate components which are not
severable.

Approximately 38.57%, 44.41% and 18.64% of the mortgage loans in
group 1-CB, 1 and Group 2, respectively, were underwritten using
Bank of America's 'Alternative A' guidelines. These guidelines are
less stringent than Bank of America's general underwriting
guidelines and could include limited documentation or higher
maximum loan-to-value ratios. Mortgage loans underwritten to
'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

The loan group 1-CB collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 69.42%. The average balance of the mortgage
loans is $147,382 and the weighted average coupon of the loans is
5.823%. The weighted average FICO credit score for the group is
736. The states that represent the largest portion of mortgage
loans are California (49.46%), Florida (11.36%), and Virginia
(3.65%).

The loan group 1 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity from 240 to 360 months. The weighted average OLTV
for the mortgage loans in the pool is approximately 69.86%. The
average balance of the mortgage loans is $162,055 and the weighted
average coupon of the loans is 5.823%. The weighted average FICO
credit score for the group is 736. The states that represent the
largest portion of mortgage loans are California (49.49%), Florida
(11.46%), and Virginia (3.46%).

The Group 2 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
56.97%. The average balance of the mortgage loans is $117,143 and
the weighted average coupon of the loans is 5.336%. The weighted
average FICO credit score for the group is 739. The states that
represent the largest portion of mortgage loans are California
(42.46%), Florida (13.07%), and Texas (4.55%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as a real
estate mortgage investment conduit. Wells Fargo Bank Minnesota,
National Association will act as trustee.


BNS CO.: Completes Rhode Island Property Sale for $20 Million
-------------------------------------------------------------
BNS Co. (OTCBB:BNSXA) has completed the sale of the Company's
North Kingstown, RI property for $20.2 million to Wasserman RE
Ventures LLC, a Providence based developer with interests in
properties throughout the U.S.

The property consists of the former international headquarters for
Brown & Sharpe Manufacturing Company (the name was changed to BNS
Co. in April 2001). The North Kingstown property represented one
of the last assets remaining in the Company. It also holds a
gravel extraction and land fill operation in the UK which it
intends to sell as well.

The sale of the North Kingstown and UK properties are part of the
Company's strategy to dissolve and adopt a plan for liquidation,
which will be presented for stockholder approval at a later
meeting. Such a plan may involve the sale of the Company, or the
establishment of a liquidating trust and payment or provision for
payment of claims against its assets, and then making one or more
liquidating distributions to stockholders (or to the liquidating
trust). No estimate of the timing and amount of any liquidating
distributions can be made at this time, in part because the amount
available for distribution may depend on the amount of the
Company's assets required to be retained to pay uncertain future
liabilities by order of the Delaware Court of Chancery, if that
avenue of liquidation is later selected by the Company as part of
its plan of dissolution and liquidation. Also, it is not yet
certain when the UK property will be sold.


BRANDPARTNERS GROUP: Will Commence Trading on OTCBB Today
---------------------------------------------------------
BrandPartners Group, Inc. (Nasdaq:BPTR) expects its common stock
to become eligible to trade on the Over-the-Counter Bulletin Board
at the opening of business today, three business days earlier than
previously announced.

The Company announced on August 12, 2003 that, as a result of its
failure to meet Nasdaq's minimum bid price requirement for
continued listing, it expected its common stock to be delisted
from the Nasdaq SmallCap Market and to become eligible to trade on
the OTCBB at the opening of business on or about September 4,
2002.

On August 20, 2003, the Company received a Staff Determination
from the Listing Qualifications department of the Nasdaq Stock
Market that, as a result of its failure to file its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003 on a
timely basis as required by Nasdaq Marketplace Rule 4310(C)(14),
its common stock would be subject to delisting at the opening of
business on August 29, 2003, unless the Company requested a
hearing in accordance with the Marketplace Rule 4800 series.
Although the Company filed the delinquent Quarterly Report on
August 26, 2003, the Company today received an additional Staff
Determination from Nasdaq Listing Qualifications stating that,
because the Company had not regained compliance with the minimum
bid price requirement at the time of the filing, the Company's
securities remain subject to delisting at the opening of business
on August 29, 2003. The Company expects that its common stock will
become eligible to trade on the OTCBB on such date.

Chairman and Chief Executive Officer Edward T. Stolarski noted
that the transition to the OTCBB would not affect the Company's
business operations.

BrandPartners Group, Inc -- http://www.bptr.com-- operates
through Willey Brothers, Inc., a wholly owned subsidiary,
providing branch positioning and consulting, merchandising, branch
planning and design, and creative services for financial services
companies.

                           *     *     *

                  Liquidity and Capital Resources

In its Form 10-Q for the quarter ended June 30, 2003,
BrandPartners Group reported:

"As of June 30, 2003, the Company had negative working capital
(current assets less current liabilities) of $8,816,000,
stockholders' equity of $4,726,000 and a working capital ratio
(current assets to current liabilities) of approximately .56:1. At
December 31, 2002, the Company had negative working capital of
$5,448,000, stockholders' equity of $8,644,000 and a working
capital ratio of approximately .79:1. The balances of the Term
Loan and Revolving Credit Facility (as each of such terms is
defined  below) of approximately $1,839,000 and $5,318,000,
respectively, as of June 30, 2003, are currently due to be
repaid on September 29, 2003.  Willey Brothers and its lender are
in the process of  negotiating  an extension of the Facility on
terms and conditions  acceptable to the parties, but no assurances
can be given that Willey Brothers will be successful in concluding
such an extension at all or on terms favorable to Willey Brothers.
In addition, the $2.0 Million Notes with accrued interest of
approximately $690,000 are due to be repaid October 11, 2003. The
Company is actively seeking  financing to repay the $2.0 Million
Notes.

"In August 2003 Willey Brothers  received  a federal  tax refund
in the  amount of  approximately $1.2 million  arising from the
carryback of Willey Brothers 2002 income tax loss. The proceeds of
the refund were used for working  capital  purposes.  As of
June 30, 2003 and December 31, 2002 the Company had unrestricted
cash and cash equivalents of $447,000 and $2,813,000,
respectively.

"For the six months ended June 30, 2003 and 2002, net cash used in
operating activities of continuing operations was $2,865,000 and
$2,744,000, respectively, net cash used in investing activities of
continuing operations was $107,000 and $4,378,000, respectively,
and net cash provided by financing activities of continuing
operations was $607,000 and $3,830,000, respectively."


BUILDING MATERIALS: Completes $300MM Credit Facility Refinancing
----------------------------------------------------------------
Building Materials Holding Corporation (Nasdaq: BMHC), a leading
provider of construction services and products to professional
builders and contractors, has completed the refinancing of its
existing $300 million senior secured credit facility which was
scheduled to mature in December of 2004.

The new credit facility, which is similar to the existing line of
credit, provides for a term loan of $125 million maturing in seven
years, and a revolving line of credit of $175 million maturing in
five years, based upon a borrowing base similar to the existing
line of credit.  In connection with the closing of the new credit
facility, in the third quarter the Company will write off existing
and new deferred loan costs associated with the term loan of
approximately $0.6 million, net of tax, or $0.04 per diluted
share.

Wells Fargo Bank acted as Administrative Agent for the financing
and was Co-Lead Arranger with GE Capital Corporation.  US Bank was
the Syndication Agent and Union Bank of California was the
Documentation Agent.  The transaction was oversubscribed and a
total of fourteen banks and ten institutional lenders participated
in the financing.

"We are pleased with the refinancing of our credit facility and
the continued confidence shown in BMHC by our financial partners,"
said Robert E. Mellor, Chairman, President and Chief Executive
Officer.  "The new credit facility provides longer-term credit
commitments, while allowing us to take advantage of historically
low interest rates.  We continue to maintain a strong capital
structure and prudently manage our balance sheet as we grow our
construction services business and pursue strategic acquisitions,
which furthers our growth strategy."

Building Materials Holding Corporation participates in the
residential construction industry.  Through its subsidiaries BMC
Construction, Inc., and BMC West Corporation, BMHC is one of the
largest contract construction services companies in the U.S.  With
137 facilities organized into 60 business units across the Western
and Southern states, the Company specializes in providing
construction and installation services, component manufacturing
and high quality building materials to professional residential
builders and contractors.  Keys to BMHC's growth strategy are
increasing construction services to production homebuilders and
entry into attractive geographic markets.

As reported in Troubled Company Reporter's August 11, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB-'
senior secured bank loan rating to Building Materials Holding
Corp.'s $300 million bank facility. The facility consists of a
$175 million revolving credit facility due in 2008 and a $125
million term loan due in 2010. Net proceeds will be used to
refinance the company's existing bank loan facility that matures
in 2004. The secured bank loan is rated the same as the corporate
credit rating, reflecting the likelihood of meaningful recovery of
principal in the event of a default or bankruptcy.

The 'BB-' corporate credit rating on the company was affirmed. The
outlook is stable.


CALPINE CORP: Plans to Establish Canadian Natural Gas Trust
-----------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced plans to establish a new Canadian trust --
Calpine Natural Gas Trust. CNG Trust has filed a preliminary
prospectus with securities commissions or similar authorities in
each of the provinces and territories of Canada to qualify for
distribution of trust units of CNG Trust by way of an initial
public offering.

CNG Trust intends to acquire select Calpine-owned natural gas and
crude oil properties in several major natural gas and oil fields
throughout Alberta, Canada, including interests in the
Markerville, Sylvan Lake and Innisfail areas.  The average daily
net production of the initial properties for the six months ending
June 30, 2003 was approximately 28 million cubic feet of natural
gas equivalent per day, with proven reserves of approximately 83
billion cubic feet of natural gas equivalent.

Calpine intends to hold 25 percent of the outstanding trust units
of CNG Trust and will participate, by way of investment, in the
business strategy of the CNG Trust.  Calpine will have the option
to purchase up to 100 percent of the CNG Trust's ongoing
production at market prices for use in its North America power
generation assets.  An executive team, independent of Calpine,
will manage the CNG Trust.  The majority of the board of directors
of CNG Trust will be independent, with Calpine appointing three of
a total of seven directors.

Calpine's participation in the CNG Trust will allow it to increase
its competitiveness in the acquisition and development of
additional natural gas reserves in Canada to fuel its power
generation portfolio in North America. The proceeds generated by
Calpine from the establishment of the CNG Trust will be used for
general corporate purposes.

Scotia Capital Inc. is lead underwriter for the offering.
Marketing of the offering is expected to take place in late
September, with closing anticipated to occur in early October.

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

                        *   *   *

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

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

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


CENTRAL PARKING: Inks Contract Extension with Boca Raton Resort
---------------------------------------------------------------
Central Parking Corporation's (NYSE:CPC) USA Parking System, Inc.
subsidiary has been awarded a five-year contract extension to
manage valet parking operations for the Boca Raton Resort and Club
in Boca Raton, Florida. USA Parking provides doormen and staff for
eight valet locations throughout the 356-acre resort and manages
650,000 vehicle transactions per year.

William H. Bodenhamer, Jr., President and Chief Executive Officer
of USA Parking, commented, "We are honored to renew our agreement
with this world-renowned destination resort and private club. To
enhance the total hospitality experience for guests and maximize
revenue integrity, USA Parking is updating the Computerized Valet
Parking System with portable workstations, remote vehicle request
kiosks, digital imaging vehicle capture capabilities and revenue
control software."

"Our relationship with USA Parking continues to grow," said David
Feder, President of Boca Resorts, Inc. (NYSE: RST). "Our mission
is one of providing professional, friendly and responsive service
resulting in a truly unique and memorable experience for our
guests. We demand the best and I know Bill Bodenhamer and the USA
Parking staff are the best at what they do."

USA Parking System, Inc., headquartered in Fort Lauderdale,
Florida, specializes in parking management and transportation
services for luxury, full-service hotels and related facilities.
USA Parking manages 110 parking facilities in eight states and
Puerto Rico including valet services at three other Boca Resorts,
Inc. locations: Hyatt Regency Pier Sixty-Six, Radisson Bahia Mar
Beach Resort and Grand Oaks Golf Club.

Central Parking Corporation (S&P, BB Corporate Credit Rating,
Negative), headquartered in Nashville, Tennessee, is a leading
global provider of parking and transportation management services.
The Company operates approximately 3,800 parking facilities
containing more than 1.6 million spaces at locations in 39 states,
the District of Columbia, Canada, Puerto Rico, the United Kingdom,
the Republic of Ireland, Mexico, Chile, Peru, Colombia, Venezuela,
Germany, Switzerland, Poland, Spain and Greece.


CINCINNATI BELL: Inks Pact with Westell for Dual Port DSL Modems
----------------------------------------------------------------
Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of
broadband access solutions, announced that Cincinnati Bell
(NYSE:CCB), one of the nation's most-respected and best-performing
local exchange and wireless providers, has selected Westell as the
primary provider of DSL modems to its residential and small
business customers in Ohio, Kentucky and Indiana.

Westell will supply Cincinnati Bell with their WireSpeed(TM) 2110
Dual Connect Bridge Modems. The WireSpeed modems are manufactured
in Westell's U.S. factory located in Aurora, Illinois.

While Westell has provided other telecommunication transmission
products to Cincinnati Bell, this is the first Westell DSL modem
application with Cincinnati Bell. "We are delighted Cincinnati
Bell, an industry leader in customer service excellence, has
selected Westell's WireSpeed Dual Connect Bridge Modem. With
growing demand for high-speed access from residential and business
customers, Westell's modem and Cincinnati Bell's service
combination will deliver one of the highest quality Internet
access offerings in the industry," said Gordon E. Reichard , Jr.,
Vice President of Marketing.

"Cincinnati Bell is pleased to begin this expanded relationship
with Westell," said Phil Parks, Vice President of Customer
Operations for Cincinnati Bell. "In an effort to continually
improve the Internet experience for our customers, Westell's
reputation for delivering high quality and reliable products, in
addition to our best-in-class support, make them a great partner
for us."

The WireSpeed Dual Connect Bridge Modem is an ideal economical
solution for residential or small business deployment. This
product provides users with the option of making DSL Internet
connections through an Ethernet or a USB interface. In addition,
by supporting two discrete IP addresses, users can make these
connections simultaneously. This model has received Microsoft WHQL
Certification for Windows 98/ME/2000/XP based on RNDIS standards.

All WireSpeed modems are available in a sleek and compact new
housing approximately one-half the physical size of earlier models
and requires less desktop space. They offer plug and play
simplicity with superior performance, reliability and flexibility.
WireSpeed modems are produced in Westell's U.S. factory located in
Aurora, Illinois.

The Westell WireSpeed product line is recognized for their
demonstrated excellence in product reliability and quality. Frost
& Sullivan, a global leader in international strategic market
consulting and training, awarded the distinguished 2001 Market
Engineering Product Reliability Award to Westell.

Westell Technologies, Inc. (NASDAQ: WSTL) headquartered in Aurora,
Illinois is a broadband access solutions company that provides
leading broadband products, service solutions, and conferencing
solutions for carriers, service providers and business enterprises
around the world. Westell delivers innovative, open broadband
solutions that meet our customers' needs for fast and seamless
broadband connection. ConferencePlus, a Westell subsidiary, offers
conferencing services including voice, video, and IP data
conferencing, to carriers and multi-national corporations
throughout the world. For more information visit
http://www.westell.com

Cincinnati Bell (S&P, B Corporate Credit Rating, Positive) is one
of the nation's most respected and best performing local exchange
and wireless providers with a legacy of unparalleled customer
service excellence. Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. In recent
studies by J. D. Power and Associates, the company ranked highest
in customer satisfaction for Long Distance Service among
Mainstream Users, making it the sixth customer satisfaction award
the company has received in the past three years.

For more information about Cincinnati Bell visit:
http://www.cincinnatibell.com


CONSECO INC: Intends to Assume New Tax Sharing Agreement
--------------------------------------------------------
On February 4, 1989, the Reorganizing Conseco Debtors, the Finance
Company Debtors and other affiliates entered into The Conseco,
Inc. & Subsidiaries Consolidated Federal Income Tax Agreement.
By a May 19, 2003 Order, Judge Doyle permitted the Reorganizing
Debtors to enter into a New Tax Sharing Agreement.

However, up to this point, the Reorganizing Debtors have not
exercised that authority.  If the Court confirms the Plan, the
Reorganizing Debtors expect to execute the New Tax Sharing
Agreement.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in New York,
explains that the New Tax Sharing Agreement is designed to
supplant the Original Tax Sharing Agreement, with certain rights
and obligations under the Original Agreement remaining relevant.
Specifically, the Original Agreement provides the mechanism for
allocating tax obligations between the CFC Debtors and the
Reorganizing Debtors for fiscal years 2003 and earlier.

The Intercompany Settlement to be implemented under the CFC
Debtors' Plan and the Reorganizing Debtors' Plan allocates
several claims, including tax claims, between the CFC Debtors and
the Reorganizing Debtors.  The Old Agreement will further the
implementation of the Intercompany Settlement as it provides the
mechanism for allocating tax costs between the CFC Debtors and
the Reorganizing Debtors.  By this motion, the CFC Debtors and
the Reorganizing Debtors ask Judge Doyle for permission to assume
the New Tax Sharing Agreement. (Conseco Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSOLIDATED FREIGHTWAYS: Asset Sale Pact with TransForce Okayed
----------------------------------------------------------------
Consolidated Freightways Corporation has received approval through
bankruptcy court to sell the operations of Canadian Freightways
and its subsidiaries to TransForce Income Fund for $69.6 million
(Canadian).

When combined with substantially all of CFL-related liabilities,
which TransForce is assuming, the value of the sale is
approximately $100 million (U.S.).

On Monday, the sale of substantially all of the assets of Canadian
Freightways was conducted in an open auction among competing
parties. Bidding began at the contract price and TransForce was
the winning participant. The sale is expected to be completed by
the end of the year.

TransForce operates leading transportation and logistics companies
in Canada and intends to operate Canadian Freightways as an
independent division, retaining current management and staff.

John Brincko, CF's chief executive officer said: "We are very
pleased with the overall value achieved for our Canadian assets.
Our goals were to realize maximum value and to ensure that CFL
will continue operations as one of Canada's premier transportation
companies. With Transforce's backing, we believe CFL's future is
secure and that it will continue delivering the transportation
services and customer satisfaction for which it is known."

CFL is financially and operationally independent from its parent
company, CF, and is not part of the September 2002 bankruptcy
proceedings filed by CF. CFL's traditional high-quality customer
service and profitable operations have continued throughout this
time period.

CFL is an industry-leading supply chain services company,
specializing in time-sensitive and expedited services. Operations
in Canada and the United States include less-than-truckload and
full load transportation, sufferance warehouses, customs
brokerage, international freight forwarding, fleet management and
logistics management.


CUMMINS INC: Rating on Related Synthetic Deal Affirmed at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on
Structured Asset Trust Unit Repackagings Cummins Engine Co.
Debenture-Backed Series 2001-4 and removed it from CreditWatch
with negative implications where it was placed May 1, 2003.

The rating on SATURNS 2001-4, a swap-independent synthetic
transaction, is weak-linked to the underlying collateral, Cummins
Inc.'s debt. The affirmation and CreditWatch removal follows the
affirmation of the senior unsecured debt ratings on Cummins Inc.
and their removal from CreditWatch Aug. 22, 2003.

RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

                      SATURNS 2001-4
$28 million Cummins Engine Co. debenture-backed series 2001-4

                     Rating
        Class    To           From
        Units    BB+          BB+/Watch Neg


DEVINE ENTERTAINMENT: TSX to Halt Shares Trading on Sept. 26
------------------------------------------------------------
The common shares of Devine Entertainment Corporation (Symbol:
DVN) will be suspended from trading as of the market close on
Friday, September 26, 2003 for failure to meet the continued
listing requirements of Toronto Stock Exchange.

                           *   *   *

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


ELECTROHOME LIMITED: Third Quarter Net Loss Widens to $2.6 Mill.
----------------------------------------------------------------
Electrohome Limited reported a loss of $2.6 million for the third
quarter compares to a loss of $0.6 million last year. Income items
for the current quarter include a dilution gain resulting from the
Fakespace merger of $0.7 million and other income of $0.2 million.
Expenses for the quarter included a $2.8 million loss on the write
down of Robotel, an investment loss of $0.2 million based on the
Company's prorata share of Fakespace results, administration
expense of $0.2 million, a loss from discontinued operations of
$0.1 million, amortization of $0.1 million and interest expense of
$0.1 million.

                       Year-To-Date Results

Year-to-date results include the consolidation of Fakespace's
operation for the first six months of the year and the third
quarter results as an investment loss only. Year-to-date revenues
of $6.5 million were $3.1 million lower than last year as last
year included nine months of revenues. A gross profit for the six
months of $2.8 million was $0.4 million lower than last year due
to the lower volume. Operating expenses and other items are
generally not comparable as there are nine full months of
consolidated Fakespace results included in last year's figures.

A year-to-date loss of $3.4 million compares to a loss of $2.8
million last year. Current year results include a number of one-
time items including a $2.8 million write down of Robotel, a $0.9
million gain on settlement of a lawsuit and a $0.7 million gain on
dilution associated with the Fakespace merger.

                  Liquidity and Capital Resources

On April 30, 2003 Electrohome completed a $2.0 million
subordinated mortgage financing, with the funds being provided by
Electrohome's Chairman, CEO and controlling shareholder, Mr. John
A. Pollock, and another member of his family. The loans are
secured by a subordinated mortgage on the Electrohome's facility
in Kitchener, Ontario and bear interest at prime plus 5.25% per
annum, payable monthly, with the principal amount repayable on
April 30, 2006. Electrohome applied $600,000 of the proceeds to
pay down a portion of its first mortgage with a financial
institution, and the remaining $1,400,000 will be used to assist
funding some of Electrohome's cash requirements.

Cash increased $0.7 million during the third quarter of fiscal
2003. Cash was provided by an increase in long-term debt ($2.0
million) and by operations ($0.8 million). Cash was used to repay
a long-term debt ($0.7 million) and was further reduced by no
longer consolidating Fakespace ($1.4 million).

Cash increased $0.8 million during the third quarter of fiscal
2002. Cash was provided from an increase in long-term debt ($1.5
million) and from ongoing operations ($0.6 million). Cash was used
by discontinued operations ($1.2 million) and to reduce long-term
debt ($0.1 million).

For the nine months ended June 30, 2003, cash increased $0.6
million. Cash was provided by an increase in long-term debt ($2.0
million) and from operations ($2.1 million). Cash was reduced by
no longer consolidating Fakespace ($1.4 million) and was used to
reduce long-term debt ($1.0 million), to repay a debenture ($1.0
million) and by other items ($0.1 million).

For the nine months ended June 30, 2002, cash decreased $1.6
million. Cash was provided from an increase in long-term debt
($1.5 million) and the issue of shares ($0.1 million). Cash was
used to fund ongoing operations ($1.7 million), discontinued
operations ($1.1 million), to reduce long-term debt ($0.3 million)
and to purchase fixed assets ($0.1 million).

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $2 million, while total shareholders'
equity dwindled by half to $5.7 million.

                            Outlook

Electrohome continues to own a 26% interest in the newly merged
Fakespace Systems Inc., which is the largest international company
exclusively in the advanced visualization marketplace and a small
minority interest in Immersion Studios Inc., which produces
specialty digital interactive cinema software and hardware.
Electrohome also owns its 300,000 sq. ft. facility in Kitchener,
Ontario, most of which is leased to external tenants.

Going forward, Electrohome should benefit from its prorata share
of results from Fakespace as well as from facility rental income
and royalties for the use of the Electrohome name. The company
will continue to incur administrative costs and finance charges.
There are also some potential one-time income opportunities which
could have a positive impact on future results.

Electrohome's shares are traded on the TSX under the symbols ELL.X
(voting) and ELL.Y (non-voting).


ENRON CORP: Has Until Dec. 1 to Move Pending Actions to S.D.N.Y.
----------------------------------------------------------------
Pursuant to Section 105(a) of the Bankruptcy Code and Rule
9006(b) of the Federal Rules of Bankruptcy Procedure, the Enron
Debtors ask the Court to extend the Debtors' removal deadline to
December 1, 2003.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that since the Petition Date, the Debtors and their
personnel and professionals have been working diligently to
administer their Chapter 11 cases and to address a vast number of
administrative and business issues while, at the same time,
operating their business to maximize asset values and arranging
for the sale of certain of the Debtors' assets.  Hence, the
Debtors have not completed their evaluation of the merits of
removing certain actions.

Ms. Gray explains that the right to remove civil actions is a
valuable right that the Debtors do not want to lose
inadvertently.  Thus, in light of the present status of these
cases, the Debtors seek to preserve that right by requesting a
further extension of the Removal Period.

According to Ms. Gray, the Court should extend the Removal Period
because:

   (a) the size and complexity of the Debtors' businesses, the
       Debtors' employee relationships, corporate structure and
       financing arrangement place heavy demands on the Debtors'
       management and personnel in an ideal environment, without
       the demands of the Chapter 11 matters; and

   (b) the Debtors are in the process of finalizing their review
       of all of their records to determine whether they need or
       should remove any claims or civil causes of action
       pending in other Courts.

                          *     *     *

Judge Gonzalez grants the Debtors' request. (Enron Bankruptcy
News, Issue No. 77; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ENUCLEUS INC: Bankruptcy Status Raises Going Concern Uncertainty
----------------------------------------------------------------
For the second quarter 2003, the revenues of eNucleus, Inc. were
$224,000 compared to $59,000 in the second quarter 2002. Its
operations immediately following its bankruptcy petition and
throughout the date of its current filing of its financial
information, have been substantially limited to securing the
financing needed to enable the Company to complete its
restructuring, completing its required filings with the Securities
and Exchange Commission and fulfilling its obligations pursuant to
the Plan of Reorganization. The Company has begun an aggressive
strategy to increase revenues and operations. In December 2002, it
completed its first acquisition since reorganization which
assisted in its revenue growth for 2003, accounting for the
majority of the growth from 2002.

For the first quarter 2003, operating expenses increased
approximately $170,000 to $318,000 from $148,000 in the first
quarter 2002. The majority of the increase relates to the salaries
and other operating expenses associated with the addition of the
operations from the Company's December 2002 acquisition.

During the first half of 2003, the Company reached agreements with
certain vendors and employees to accept shares of common stock in
exchange for services rendered.

Costs incurred by the Company include professional fees, court
costs and other expenses associated with the Chapter 11
proceedings.

Depreciation and amortization expense decreased $113,000 to
$75,000 in the first half of 2003 as compared to $188,000 in the
first half of 2002. The decrease was primarily a result of the
write off of $1.1 million of fixed assets in conjunction with the
close of the Company's Atlanta data center facility in the fourth
quarter 2002.

Interest and other expenses in the first quarter 2003 represents
interest accruing on post-petition borrowings. During 2002, other
income includes $84,000 resulting from a favorable settlement with
a vendor.

eNucleus' net loss decreased $51,000 to $245,000 in the second
quarter 2003 compared to a loss of $296,000 in the first quarter
2003. Excluding the impact of certain non-cash and non-recurring
expenses, including stock based compensation and expenses, the
bankruptcy related expenses, and depreciation, net loss was
$105,000 in the second quarter 2003. This reduction of loss is a
result of the Company's continued cost containment and reduction
efforts and increased sales efforts of its products. For the six
month period ending June 30, 2003, the net loss was $541,000
compared to $507,000 for the same period of 2002.

                 LIQUIDITY AND CAPITAL RESOURCES

The Company continued to operate as a debtor-in-possession under
the supervision of the Bankruptcy Court. On November 6, 2001, the
Company's Plan of Reorganization was confirmed by the Bankruptcy
Court. Pursuant to the confirmed Plan of Reorganization, among
other things, holders of certain allowed claims will receive 1
share of common stock for every $3.00 of debt. Also pursuant to
the Plan, the Company's common stock has undergone a 1 for 6
reverse stock split resulting in current stockholders receiving 1
share of new common stock for every 6 shares of old common stock
currently owned.

Although the Plan resulted in a substantial reduction in debt,
further improvements in eNucleus' liquidity position will be
subject to the success of initiatives it is undertaking to
increase sales, reduce operating expenses and the effects on its
liquidity of market conditions in the industry. Its uses of
capital are expected to include working capital for operating
expenses and satisfaction of current liabilities, capital
expenditures and payments on outstanding debt facilities.

As shown in the results of operations, eNucleus continues to incur
losses from operations. During the six month period ended June 30,
2003, it incurred a net loss of $541,000, of which approximately
$340,000 relates to non-cash charges for stock based compensation
and expenses and depreciation and amortization charges. During
2002, it incurred a net loss of $5.8 million for the year ending
December 31, 2002, of which $4.5 million was related to its
restructuring and closing of its data center.

As part of the Company's Plan of Reorganization, it entered into a
borrowing facility with Sunami Ventures, LLC (a related party) and
Capital Equity Group. As of June 30, 2003, eNucleus has received
approximately $1 million of value under these facilities, the
proceeds of which have been used to satisfy certain petitions
resulting from the bankruptcy and post-petition operating
requirements. Whether the Company will be able to draw down
additional financing under this facility is presently unknown. It
is aggressively pursuing additional sources of funds.

The Company's continued existence is dependent on its ability to
achieve future profitable operations and its ability to obtain
financial support. The satisfaction of the Company's cash
requirements hereafter will depend in large part on its ability to
successfully generate revenues from operations and raise capital
to fund operations. There can, however, be no assurance that
sufficient cash will be generated from operations or that
unanticipated events requiring the expenditure of funds within its
existing operations will not occur. Management is aggressively
pursuing additional sources of funds, the form of which will vary
depending upon prevailing market and other conditions and may
include high-yield financing vehicles, short or long-term
borrowings or the issuance of equity securities. There can be no
assurances that management's efforts in these regards will be
successful. Under any of these scenarios, management believes that
the Company's common stock would likely be subject to substantial
dilution to existing shareholders. The uncertainty related to
these matters and the Company's bankruptcy status raise
substantial doubt about its ability to continue as a going
concern.

Management believes that, despite the financial hurdles and
funding uncertainties going forward, it has under development a
business plan that, if successfully funded and executed, can
significantly improve operating results. The support of the
Company's vendors, customers, lenders, stockholders and employees
will continue to be key to the Company's future success.


FIBERCORE INC: June 30 Balance Sheet Upside-Down by $2 Million
--------------------------------------------------------------
FiberCore, Inc. (OTC Bulletin Board: FBCEE), a leading
manufacturer and global supplier of optical fiber and preform for
the telecommunication and data communications markets, announced
results for the second quarter ended June 30, 2003.

In the second quarter of 2003, sales decreased by 19% to $5.2
million from $6.4 million in the second quarter of 2002.  Sales
increased by $542,000 as compared to the first quarter of 2003.
Sales continue to be negatively impacted by a lack of shipments in
South America, which is primarily a single-mode market.  Multi-
mode sales from Germany represented approximately 80% of total
sales for the quarter.

Gross loss in the quarter was $1,516,000, or 29% of sales for the
second quarter of 2003 compared to a gross profit of $659,000, or
10% of sales, in the second quarter of 2002.  FiberCore's gross
margin was severely impacted by continuing price declines, albeit
at a lower rate of decline, lower production levels, and
continuous interruptions in the production process as a result of
raw material supply shortages.  The POVD technology, which is
expected to lower costs, has been partially implemented in the
third quarter.

SG&A costs decreased by 37% to $1,810,000 in the second quarter
from $2,887,000 in the second quarter of 2002 as a result of cost
savings measures implemented during 2002 and 2003 at all
locations.  The Company continues to focus on cost savings in
SG&A.

R&D spending decreased by 48% to $389,000 in the second quarter
from $510,000 in the second quarter of 2002.  The Company
continues the development of its patented Plasma Outside Vapor
Deposition process as well as other manufacturing initiatives,
which are all intended to reduce production costs.  In addition,
the Company continues to develop specialty glass products in
conjunction with its POVD technology.

Interest expense for the quarter was primarily a result of the
higher debt incurred during 2002 associated with Company's
expansion program in Germany.

The loss from operations in the second quarter of 2003 was
approximately $3.7 million compared to a loss from operations of
approximately $2.8 million in the second quarter of 2002.  The
higher loss from operations is attributable to the higher cost of
sales related to production interruptions at the German and
Brazilian locations as well as continued pricing weakness in
the single-mode market.

FiberCore reported a net loss of $5.2 million, or $0.08 per share,
in the second quarter of 2003.  In the second quarter of 2002, the
net loss was approximately $5.1 million, or $0.08 per share.

While there was an improvement in operating cash flow in the
second quarter of 2003 as compared to the first quarter of 2003 of
approximately $586,000, the improvement was provided by an
increase in accounts payable.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $35 million, and a total shareholders'
equity deficit of about $2 million.

As reported in our previous press release, independent accountants
have not reviewed the second quarter financial statements, which
contain important information about the liquidity of the Company
and the basis of presentation. In addition, the financials omit
Items 2 and 3 of Part I and all sections of Part 2, which are
required for reports filed with the Securities and Exchange
Commission on Form 10-Q.  Accordingly, the financial statements
for the second quarter are not in compliance with SEC
requirements.

FiberCore, Inc. develops, manufactures and markets single-mode and
multimode optical fiber preforms and optical fiber for the
telecommunications and data communications markets.  In addition
to its standard multimode and single-mode fiber, FiberCore also
offers various grades of fiber for use in laser-based systems, to
help guarantee high bandwidths and to suit the needs of Feeder
Loop (also known as Metropolitan Area Network), Fiber-to-the Curb,
Fiber-to-the Home and Fiber-to-the Desk applications.
Manufacturing facilities are presently located in Jena, Germany
and Campinas, Brazil.

For more information about the company, its products, or
shareholder information visit http://www.FiberCoreUSA.com


FIRST UNION: Fitch Junks Series 1999-C4 Class M Note Rating
-----------------------------------------------------------
Fitch Ratings downgrades First Union National Bank Commercial
Mortgage Trust, commercial mortgage pass-through certificates,
series 1999-C4 as follows:

        -- $8.9 million class M to 'CCC' from 'B-'.

In addition, Fitch affirms the following certificates:

        -- $177.2 million class A-1 'AAA';
        -- $447.2 million class A-2 'AAA';
        -- Interest only class IO 'AAA';
        -- $46.5 million class B 'AA';
        -- $42.1 million class C 'A';
        -- $13.3 million class D 'A-';
        -- $28.8 million class E 'BBB';
        -- $13.3 million class F 'BBB-';
        -- $33.2 million class G 'BB+';
        -- $11.1 million class H 'BB';
        -- $2.2 million class J 'BB-';
        -- $6.6 million class K 'B+';
        -- $8.9 million class L 'B'.

The $17.7 million class N is not rated by Fitch. The downgrade and
affirmations follow Fitch's annual review of the transaction,
which closed in December 1999.

The downgrade is primarily due to the losses expected on the
specially serviced loans, which will cause a reduction in credit
enhancement levels.

The master servicer, Wachovia Securities, collected year-end 2002
financials for 98% of the pool excluding defeased loans (2.5%).
The YE 2002 weighted average debt service coverage ratio for those
loans is stable at 1.53 times, from 1.52x as of YE 2001.

Currently, seven loans (6.4%) are in special servicing. The
largest loan (1.4%) is secured by a retail property in Federal
Way, WA and is currently 90 days delinquent. The borrower filed
bankruptcy and the special servicer has new management in place.
The next largest specially serviced loan, RUB - Imperial Mall
(1.3%), is secured by a retail property in Hastings, NE and is
crossed with RUB - Monument Mall (1.2%), which is secured by a
retail property in Scottsbluff, NE. The special servicer is
considering a discounted payoff for both of these loans. One loan,
Grand Court Denver (1.2%), is real estate-owned. The independent
living facility that secures the loan has a new receiver in place,
who is working to increase the occupancy.

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


FMC CORP: Promotes Ted Butz and Michael Wilson to VP Positions
--------------------------------------------------------------
FMC Corporation (NYSE: FMC) announced the promotions of Ted Butz
to Vice President and Group Manager, Specialty Chemicals and
Michael Wilson to Vice President and Group Manager; Industrial
Chemicals.  Butz and Wilson join Milton Steele, Vice President and
Group Manager, Agricultural Products, as the three operating
executives who will now report directly to William G. Walter,
Chairman, President and CEO.

Butz joined FMC in Chicago in 1991 as Director of International.
This was followed by assignments as General Manager, Asia Pacific;
Director BioProducts and Group Development in Specialty Chemicals;
General Manager of the Food Ingredients Division and in 1999,
Division Manager, BioPolymer.  Butz has a B.S. in Finance from
Arizona State University and an MBA from the University of San
Francisco.

Wilson replaces Bob Harries who is retiring in October, following
a 26-year career with FMC.  Wilson joined FMC in the Lithium
Division in 1997 from Wausau Paper Corporation where he was Vice
President and General Manager. He had previously spent 12 years
with Rexam, Inc. where he held a number of senior management
positions including Operations Director, Vice President and
General Manager and Vice President of Sales and Marketing.  Wilson
has a B.S. in Chemistry and an MBA from the University of North
Carolina at Chapel Hill.

FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes
Rating, Negative) is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.


GE CAPITAL: Fitch Junks Ser. 2000-1 Class L Notes to CCC from B-
----------------------------------------------------------------
GE Capital Commercial Mortgage Corp., commercial mortgage pass-
through certificates, series 2000-1 are downgraded by Fitch
Ratings as follows:

        -- $6.2 million class L to 'CCC' from 'B-'.

The following classes are affirmed:

        -- $95.4 million class A-1 'AAA';
        -- $429.2 million class A-2 'AAA';
        -- Interest only class X 'AAA';
        -- $28.3 million class B 'AA';
        -- $31.8 million class C 'A';
        -- $8.8 million class D 'A-';
        -- $23 million class E 'BBB';
        -- $8.8 million class F 'BBB-';
        -- $23.9 million class G 'BB+';
        -- $6.2 million class H 'BB';
        -- $5.3 million class I 'BB-';
        -- $7.1 million class J 'B+';
        -- $6.2 million class K 'B'.

Fitch does not rate the $10.6 million class M. The rating actions
follow Fitch's annual review of the transaction, which closed in
December 2000.

The downgrade is primarily due to the expected losses on two of
three specially serviced loans, which will cause a reduction in
credit enhancement levels. As of the August 2003 distribution
date, the pool's aggregate balance has been reduced by 2.3%, to
$690.7 million compared to $707.3 million at issuance. The
certificates are collateralized by 102 commercial and multifamily
mortgages, with significant concentrations in retail (24%) and
office (24%). The properties are located in 28 states with the
largest concentrations in California (19%) and Texas (19%).

GEMSA Loan Services, L.P., the master servicer, provided year-end
2002 borrower operating statements for 98% of the pool's
outstanding balance. The weighted average debt service coverage
ratio for YE 2002 remained stable at 1.34 times from 1.36x at
issuance. There are currently six loans (9%) on the master
servicer watchlist.

There are currently three loans (5.9%) in special servicing. The
Holiday Inn - Mansfield (2.4%), a 202-room limited-service hotel
located in Mansfield, Massachusetts, is 90 days delinquent due to
a decline in catering/conference room reservations, and overall
decline in performance due to the economy. The Park Ten I & II
(1.8%), an industrial property located in San Antonio, Texas, is
currently real estate-owned and being marketed for sale. The
Equitable Office building (1.7%) located in Des Moines, Iowa,
remains current while the borrower continues to lease up vacant
space and stabilize the property.

Fitch reviewed the credit assessment of one loan in the pool,
Equity Inns Portfolio (5%). The loan maintains its investment
grade credit assessment based on stable performance since last
year's review. The DSCR is calculated using borrower-reported net
operating income, less required reserves divided by debt service
payments based on the current balance, and a Fitch stressed
refinance constant of 10.90%.

The Equity Inns portfolio is a $35.8 million loan secured by nine
cross-collateralized and cross-defaulted limited service hotels.
Eight of the hotels are flagged as Hampton Inns and one is flagged
as a Residence Inn. As of YE 2002, the Fitch stressed DSCR was
1.74x, compared to 1.77x at last year's review, and down from
1.92x at issuance. As of March 2002, the properties reported a
weighted average revenue per available room of $48.11, down
slightly from $52.46 at last year's review, and $50.58 at
issuance.

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


GENUITY INC: Gets Nod to Expand Morrison & Foerster's Engagement
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained permission from
the Court to expand the scope of Morrison & Foerster's employment
as special counsel to encompass representing the Debtors with
respect to the Cure Objections interposed by MCI and other
telecommunications service providers, as well as any other Cure
Objections for which the Debtors may request the Firm's
assistance.

This expanded scope is, in part, due to certain
telecommunications-specific issues on which Morrison & Foerster
has already extensively advised Genuity that bear directly on the
merits of the Cure Objections as they may be contested or
litigated before this Court.  For example, Morrison & Foerster has
previously advised Genuity concerning the Court's treatment under
Section 365 of the Bankruptcy Code of similar telecommunications
contract relationships like MCI's bankruptcy proceedings, and
concerning "the Debtors' potential claims, liabilities and
obligations in the context of various other contractual
relationships." (Genuity Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBALNET INC: iDial Networks Completes Acquisition of GlobalNet
----------------------------------------------------------------
iDial Networks, Inc. (OTCBB:IDNW) has acquired GlobalNet, Inc.,
from a New York Stock Exchange company. GlobalNet provides
international voice and data telecommunication services on a
wholesale basis and is one of the top ten U.S. service providers
of outbound traffic to Latin America. GlobalNet counts among its
customers more than 30 Tier 1 and Tier 2 carriers as well as a
host of other well known global service providers and PTT
organizations.

The terms of the transaction were not disclosed.

A portion of the funding for the transaction was provided by
Growth Enterprise Fund, S.A., a European private equity fund,
which assigned its rights to purchase GlobalNet to iDial, in
exchange for the right to receive 60% of the outstanding stock of
iDial. iDial also issued 100,000 shares of Series A Preferred
Stock to Growth Enterprise Fund.

GlobalNet had revenues of approximately $100,000,000 for the year
ended December 31, 2002. iDial's revenues for the same period were
approximately $11,000,000. The combined network consists of over
250 points of presence throughout the world and provides service
to over 240 countries. The network is capable of originating and
terminating via SIP, H.323 or TDM technologies, making the network
one of the largest SIP compatible networks worldwide.

"Acquiring GlobalNet will enable us to greatly accelerate our
aggressive growth strategy," said Mark T. Wood, Chairman and Chief
Executive Officer of iDial Networks. "We now have a strong, in-
place network infrastructure to complement the SIP based IP
network we are currently operating. These are two complementary
companies with virtually no overlap, and together we will be
ideally positioned to meet the exploding demand for voice and data
services while providing outstanding value for our customers,
shareholders and employees. We have many unique assets and
capabilities, outstanding management and an addressable worldwide
market totaling approximately $450 billion."

As result of the GlobalNet acquisition, iDial's previously
announced teleconference will be delayed for a short time. iDial
will announce the date and time for the rescheduled conference
when available.

iDial Networks, Inc., through its Application Service Provider of
Internet Protocol and Wireless Application Protocol technologies,
delivers high quality, traditional and Voice-Over-Internet-
Protocol telephony services to consumers and businesses. Through
our ASP and WAP technologies, iDial sells virtual prepaid calling
cards over the Internet and physical prepaid cards through
traditional retail outlets. Once sold, the calling card can be
used immediately to make international and domestic long distance
calls. iDial has integrated the economics of Voice-Over-Internet-
Protocol technology and the conversion of voice data into digital
data for transmission over the Internet, with the convenience of
conventional telephone services to enable Internet initiated
telephone services. With this technology, iDial is able to offer
consumers and businesses telephone services at costs approaching
the wholesale rates of carriers.

GlobalNet, Inc. -- whose September 30, 2001 balance sheet shows a
total shareholders' equity deficit of about $6 million -- is one
of the top ten U.S. service providers of outbound traffic to Latin
America and counts among its customers more than 30 Tier 1 and
Tier 2 carriers. GlobalNet provides international voice, data, fax
and Internet services on a wholesale basis over a private IP
network to international carriers and other communication service
providers in the United States and internationally. GlobalNet's
state-of-the-art IP network, utilizing the convergence of voice
and data networking, offers customers economical pricing, global
reach and an intelligent platform that guarantees fast delivery of
value added services and applications.


GOLFGEAR INT'L: Additional Capital Needed to Continue Operations
----------------------------------------------------------------
GolfGear International, Inc. and its subsidiaries designs,
develops and markets golf clubs and related golf products.

The Company's consolidated financial statements for the three
months and six months ended June 30, 2003 have been prepared
assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  The  Company has
suffered recurring operating losses and requires additional
financing to continue operations. For the three months and the six
months ended June 30, 2003 the Company incurred losses from
operations of $302,950 and $731,278 and a netloss of $388,184 and
$890,785 respectively.  The Company used cash in operating
activities of $475,373 and as of June 30, 2003 had a working
capital deficit of  $3,154,080 and a stockholder's deficit of
$2,241,061. As a result of these factors, there is a substantial
doubt about the Company's ability to continue as a going concern.

The Company is attempting to increase revenues through various
means, including expanding brands and product offerings, new
marketing programs, and possibly direct marketing to customers,
subject to the availability of operating working  capital
resources.  To the extent that the Company is unable to increase
revenues in 2003, the Company's liquidity and ability to continue
to conduct operations may be impaired.

The Company will require additional capital to fund operating
requirements. The Company is exploring various  alternatives to
raise this required capital, including convertible debentures,
private infusion of equity and various collateralized debt
instruments, but there can be no assurances that the Company will
be successful in this regard. To the extent that the Company is
unable to secure the capital necessary to fund its future cash
requirements on  a timely basis and/or under acceptable terms and
conditions, the Company may have to substantially reduce its
operations to a level consistent with its available working
capital resources. The Company may also be required to consider a
formal or informal restructuring or reorganization.


GRAFTECH INT'L: June 30 Net Capital Deficit Narrows to $349 Mil.
----------------------------------------------------------------
Graftech International Inc. (formerly UCAR International Inc.) is
one of the world's largest manufacturers and providers of high
quality natural and synthetic graphite- and carbon-based products
and services, offering energy solutions to industry-leading
customers worldwide. The Company manufactures and delivers high
quality graphite and carbon electrodes and cathodes, used
primarily in electric arc furnace steel production and aluminum
smelting. It also manufactures other natural and synthetic
graphite and carbon products used in, and provide services to, the
fuel cell power generation, electronics, semiconductor,
transportation, chemical and petrochemical markets. Graftech has
over 100 years of experience in the research and development of
graphite and carbon technology, and currently holds numerous
patents related to this technology.

Graftech does not expect a significant and sustainable recovery in
global economic conditions until the end of 2003, at the earliest.
The Company believes that the rebound it has experienced in
graphite electrode demand from the depressed level in early 2002
was primarily due to a correction from overly depressed conditions
in the steel industry and an increase in its market share
primarily due to the implementation of its strategies and the
bankruptcy of two of its graphite electrode competitors. Its
graphite electrode and cathode order books are virtually full for
2003. While the Company is encouraged by its graphite electrode
and cathode order books and expects to operate at capacity to meet
demand, it continues to monitor closely the steel and aluminum
industries in light of global and regional economic conditions.

Operation of Graftech's plants at capacity is expected to
positively impact graphite electrode and cathode production costs
in 2003 as compared to 2002, offset by higher energy, freight
costs and the negative impact of net changes in currency exchange
rates on costs. In addition, the Company also expects to benefit
from the impact of its plant rationalization and other cost saving
activities as well as increased economies of scale.

Management believes that business conditions for most of the
Company's products (other than graphite electrodes and cathodes)
will remain challenging throughout 2003. In particular, demand for
carbon electrodes in the U.S. and demand for advanced graphite
material products used in semiconductor, telecommunication and
electronic industries continues to be depressed. Accordingly, the
Company expects the financial performance of its businesses
selling those products to remain similar to 2002 levels. The
Company will continue to seek to drive productivity improvements
in these businesses through its cost savings activities.

Graftech continues to focus on commercializing new technologies.
In its natural graphite line of business, it is seeking to
commercialize approximately 20 active eGRAF(TM) thermal management
product development programs that are currently underway.
Approximately half of these programs are already in the product
testing phase.

Graftech implements interest rate management initiatives to seek
to optimize the risk profile of its portfolio of fixed and
variable interest rate obligations and lower its effective
interest costs. It is targeting interest expense of approximately
$50 million for 2003.

It is also targeting an effective income tax rate of 40% for 2003
and 35% for 2004.

Graftech's outlook could be significantly impacted by, among other
things, changes in interest rates by the U.S. Federal Reserve
Board and the European Central Bank, changes in tax and fiscal
policies by the U.S. and other governments, developments in the
Middle East, the occurrence of further terrorist acts and
developments (including increases in security, insurance, data
back-up, energy and transportation and other costs, transportation
delays and continuing or increased economic uncertainty and
weakness) resulting from terrorist acts and the war on terrorism,
and changes in global and regional economic conditions.

Net sales of $351 million in the 2003 first half represented a $60
million, or 21%, increase from net sales of $291 million in the
2002 first half. Gross profit of $82 million in the 2003 first
half represented a $17 million, or 27%, increase from gross profit
of $65 million in the 2002 first half. Gross margin increased to
23.4% of net sales in 2003 first half from 22.3% in 2002 first
half. The increase in net sales, gross profit and gross margin was
primarily due to higher net sales in the Company's synthetic
graphite and advanced carbon materials lines of businesses.

Synthetic graphite net sales of $311 million in the 2003 first
half represented a $51 million, or 20%, increase from net sales of
$260 million in the 2002 first half, primarily due to higher sales
volume of graphite electrodes and higher average graphite
electrode sales revenue per metric ton. Volume of graphite
electrodes sold was 97,700 metric tons in the 2003 first half as
compared to 87,300 metric tons in the 2002 first half. The higher
volume of graphite electrodes sold represented an increase of $22
million in net sales. Average sales revenue per metric ton of
graphite electrodes in the 2003 first half was $2,311 as compared
to the average in the 2002 first half of $2,090. The higher
average sales revenue per metric ton represented an increase of
$21 million in net sales. The increase was primarily due to
changes in currency exchange rates. Net sales of cathodes
increased in the 2003 first half by 19%, or $8 million, from net
sales of $43 million in the 2002 first half.

Cost of sales of $238 million in the 2003 first half represented a
$38 million, or 19%, increase from cost of sales of $200 million
in the 2002 first half, primarily due to the higher volumes of
graphite electrodes and cathodes sold. Gross profit in the 2003
first half was $73 million, or 22% or $13 million, higher than in
the 2002 first half. The increase in gross profit was primarily
due to higher graphite electrode net sales and higher operating
levels throughout the production network. These improvements were
partially offset primarily by higher energy costs, higher freight
costs and the negative impact of net changes in currency exchange
rates on costs. Gross margin was 23.3% of net sales in the 2003
first half, higher than the 22.9% of net sales in the 2002 first
half.

Other segment net sales of $40 million in the 2003 first half
represented a $9 million, or 27%, increase from net sales of $31
million in the 2002 first half, primarily due to increased net
sales in Graftech's advanced carbon materials line of business.
Cost of sales of $31 million in the 2003 first half represented a
$5 million, or 15%, increase from cost of sales of $26 million in
the 2002 first half. The increase in cost of sales was primarily
related to higher sales volume sold in the Company's advanced
carbon materials line of business and higher energy costs,
primarily natural gas. Gross profit in the 2003 first half was $9
million (a gross margin of 24.7% of net sales) as compared to
gross profit in the 2002 first half of $5 million (a gross margin
of 17.1% of net sales).

Selling, administrative and other expenses were $42 million in the
2003 first half, unchanged from the 2002 first
half. In the 2003 first half, the Company recorded higher variable
compensation expense. In the 2002 first half, it recorded a one-
time reduction in franchise and other taxes associated with the
corporate realignment of its subsidiaries, and a $5 million non-
cash charge to compensation expense associated with the
accelerated vesting of restricted stock grants.

Other (income) expense, net, was income of $10 million in the 2003
first half, primarily due to currency exchange benefits of $19
million, which were primarily associated with euro-denominated
intercompany loans. These benefits were partially offset by other
expenses, including an approximately $2 million fair value
adjustment on $300 million notional amount of five-year interest
rate caps and $4 million of bank fees and legal fees. Other
(income) expense, net, was net income of $12 million in the 2002
first half. Among other things, income of $20 million primarily
associated with currency exchange benefits relating to euro-
denominated intercompany loans was partially offset by the write-
off of $4 million of previously capitalized bank charges.

Restructuring charges were $20 million in the 2003 first half. The
Company recorded $20 million of restructuring charges, consisting
of $9 million for organizational changes and $11 million for the
closure and settlement of its U.S. non-qualified defined benefit
plan for the participating salaried workforce. The $9 million
charge for organizational changes related to U.S. voluntary and
selective severance programs and related benefits associated with
a workforce reduction of 103 employees. The closure of its non-
qualified U.S. defined benefit plan resulted in recognition of net
non-cash actuarial losses of $11 million. Approximately half of
the $9 million will involve cash outlays. Restructuring charges
were $5 million in the 2002 first half. The Company recorded a $5
million restructuring charge related primarily to the mothballing
of its graphite electrode operations in Caserta, Italy. This
charge included estimated pension, severance and other related
employee benefit costs for 102 employees and other cost related to
the mothballing.

In the 2002 first half, Graftech recorded a $13 million non-cash
charge primarily related to the impairment of its long-lived
carbon electrode assets in Columbia, Tennessee and a charge of $3
million related to the corporate realignment of its subsidiaries.

Interest expense was $27 million in the 2003 first half as
compared to $30 million in the 2002 first half. Average total debt
outstanding was $758 million in the 2003 first half as compared to
$688 million in the 2002 first half. The average annual interest
rate was 6.3% in 2003 first half as compared to 8.5% in the 2002
first half. These average annual rates include the benefits of
Graftech's interest rate swaps and exclude imputed interest on the
fine payable to the DOJ.  Interest rate swaps reduced the
Company's interest expense by approximately $9 million during the
2003 second quarter, which includes a $2 million credit to
interest expense from the acceleration of interest swap proceeds
as a result for its debt for equity exchange during June 2003.

Provision for income taxes was a charge of $1 million in the 2003
first half as compared to a benefit of $11 million in the 2002
first half.

During the 2003 first half, the Company recorded a $1 million gain
from the sale of its non-strategic composite tooling business. The
discontinued business recorded a net income from operations of $1
million during both the 2003 first half and the 2002 first half.

As a result of the changes described above, net loss was $2
million in the 2003 first half as compared to net loss of $11
million in the 2002 first half.

At June 30, 2003, Graftech International's balance sheet shows a
total shareholders' equity deficit of about $349 million, down
from a deficit of about $381 million six months ago.


H&E EQUIPMENT: S&P Places Low-B Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on H&E
Equipment Services LLC, including the 'B+' corporate credit
rating, on CreditWatch with negative implications.

     The CreditWatch placement reflects:

     -- The company's significantly weaker-than-expected
        performance in the second quarter of 2003,

     -- Lower liquidity stemming from an unexpected adverse legal
        ruling, and

     -- The concern about the prospects for continued challenging
        conditions, especially in the company's core Gulf Coast
        and crane operations.

Baton Rouge, Louisiana-based H&E has about $350 million in rated
debt.

H&E Equipment Services operates in the challenging equipment
rental industry and offers primarily four categories of
construction and industrial equipment for sale or rent through a
network of 40 locations in the Intermountain and Gulf Coast
regions of the U.S. "Demand for rental equipment has been affected
considerably because of declines in construction spending and an
excess of equipment for rent," said Standard & Poor's credit
analyst John Sico. Nonresidential construction spending continues
to decline, down about 10% so far in 2003, following a 16%
decline in 2002.

Year over year, sales were off by 10% in the second quarter of
2003, mainly because of declines in equipment rental and new
equipment sales. Weakness continues in the Gulf Coast region due
to reduced petrochemical market spending affecting equipment
rentals and new equipment sales, especially cranes.

Liquidity is being affected by the unexpected adverse ruling in a
civil case filed by a competitor. H&E anticipates posting a $17
million letter of credit while it appeals the matter. The company
received an amendment from its bank group enabling it to post the
LOC, and amended restrictive financial covenants under its secured
credit facility; H&E was in compliance as of June 30, 2003. While
the company expects to appeal this judgment, and although there is
the possibility of a reduction in the amount of damages, H&E
currently has only $3 million cash on hand at June 30, 2003, and
about $22 million available under its amended asset-backed
revolving credit facility after posting the LOC.

Standard & Poor's will meet with management to discuss industry
business conditions, and review the firm's operating and financial
position before taking further rating action.


HEALTH & LEISURE: Signs-Up Marcum & Kliegman as New Accountants
---------------------------------------------------------------
Effective August 11, 2003, the Board of Directors of Health &
Leisure, Inc. dismissed HJ & Associates, LLC as the Company's
independent accountants for the year ending December 31, 2003.

The reports of HJ on the financial statements of the Company for
the years ended December 31, 2002 and 2001 were modified to
express substantial doubt regarding the Company's ability to
continue as a going concern.

On August 12, 2003, Marcum & Kliegman LLP was engaged as the
Company's new independent accountants.

Effective on June 13, 2003, Health & Leisure, Inc., a publicly-
traded Delaware corporation, and its wholly-owned subsidiary,
Venture Sum, Inc., a Delaware corporation, entered into a Merger
and Acquisition agreement with MKSR, a privately-held New York
corporation, in the business of providing on-line direct marketing
solutions for enterprises.  Pursuant to the agreement, Mergerco
merged with and into MKSR and MKSR became the surviving
corporation.


HOMELIFE PCE: Asks Court to Delay Final Decree through Sept. 6
--------------------------------------------------------------
Homelife PCE, the Post Confirmation Estate, requests delay of the
entry of a Final Decree and Homelife Corporation's time to file a
Final Report.

Entry of a Final Decree and the filing of a Final Report occur
when administration of the Estate is complete. Delaying the entry
of a Final Decree and the filing of a Final Report is appropriate
in this case because actions and procedures necessary to complete
administration of the Estate are ongoing and will not be concluded
for a number of months.

Although the Plan was confirmed on March 6, 2003, the earliest
date the Plan can become effective is September 6, 2003.

Among the actions that will require additional time to complete
include a number of preference actions that have recently been
filed. These preference matters may not be adjudicated for several
months.

The Estate also has filed a number of Claim Objections which are
as yet unresolved, and anticipates filing additional Claim
Objections. Objections to administrative and priority claims are
nearly complete. The Estate is reviewing large, general unsecured
claims for reconciliation and potential objection. These claims
include the general unsecured claims of Sears, Roebuck and Co. and
Menlo Logistics, Inc. Resolution and, if necessary, adjudication
of those Claim Objections and other Motions addressing Claims can
be more efficiently accomplished by the Court.

Consequently, the Estate requests that the entry of a Final Decree
be delayed, and the time to file a Final Report be extended
through September 6, 2004.

Privately-held HomeLife shut down all of its 128 retail locations
before it filed for chapter 11 bankruptcy protection on July 16,
2001 (Bankr. Del. Case No. 01-2412).  The Debtors listed both
assets and liabilities of over $100 million each in their
petition.  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, PC represents the Estate in these
proceedings.


INFORM MEDIA: Hires Labonte to Replace Stonefield as Accountants
----------------------------------------------------------------
Effective August 5, 2003, Inform Media Group Inc. decided to
replace Stonefield Josephson, Inc., which audited the Company's
financial statements for the fiscal years ended December 31, 2001
and 2002, with Labonte & Co., to act as the Company's independent
chartered accountants. The reports of Stonefield Josephson, Inc.
for these fiscal years was qualified with respect to uncertainty
as to the Company's ability to continue as a going concern. .

The Company's unaudited financial statements for the quarter ended
June 30, 2003, were reviewed by Labonte & Co.  Stonefield
Josephson, Inc., was not involved in any way with the review of
the unaudited financial statements for the quarter ended June 30,
2003.  The Company has authorized Stonefield Josephson, Inc. to
discuss any matter relating to the Company and its operations with
Labonte & Co.

The change in the Company's auditors was recommended and approved
by the Board of Directors of the Company.


INFORMATION ARCHITECTS: Names Hunter Atkins as New Accountants
--------------------------------------------------------------
On August 21, 2003, the Board of Directors of Information
Architects Corporation decided to terminate the services of
Salberg & Company, P.A. as the Company's auditors, and to engage
Hunter, Atkins and Russell CPA's as the Company's independent
auditors, effectively immediately.

The accountant's report on the financial statements for the past
two years contained a going concern qualification; such financial
statements did not contain any adjustments for uncertainties
stated therein. In addition, and according to the Company, SALBERG
did not advise the Company with regard to any of the following:

1. That internal controls necessary to develop reliable
   financial statements did not exist; or

2. That information has come to the attention of SALBERG, which
   made them unwilling to rely on management's representations, or
   unwilling to be associated with the financial statements
   prepared by management; or

3. That the scope of the audit should be expanded significantly,
   or information has come to the accountant's attention that the
   accountant has concluded will, or if further investigated
   might, materially impact the fairness or reliability of a
   previously issued audit report or the underlying financial
   statements, or the financial statements issued or to be issued
   covering the fiscal periods subsequent to the date of the most
   recent audited financial statements, and the issue was not
   resolved to the accountant's satisfaction prior to its
   resignation or dismissal; and

SALBERG has been provided with a copy of these disclosures but is
said to have declined to furnish a letter to the Company,
addressed to the SEC, stating whether they agree with the
statements made or stating the reasons in which they do not agree.

At June 30, 2003, Information Architects' balance sheet shows a
working capital deficit of about $1.7 million, and a total
shareholders' equity deficit of about $1.4 million.


INTEGRATED HEALTH: Court Clears Pharmerica Settlement Agreement
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath approves the Integrated Health
Debtors' Settlement Agreement with PharMerica, Inc.

Accordingly, Claim No. 12577 filed on PharMerica's behalf is
allowed as a non-priority unsecured claim for $24,889,970.  On the
other hand, Claim No. 10024 is disallowed and expunged with
prejudice.  PharMerica's Claim Nos. 10025 through 1018 inclusive
and 12576 will remain on file; provided, however, that PharMerica
would not receive a distribution of any amount over $24,889,970.

                         *     *     *

PharMerica, Inc. is in the business of providing pharmaceutical
products and services to health care facilities and provides
these services to Integrated Health Services, Inc.'s long-term
care facilities and specialty hospitals.

As previously reported, the Settlement Agreement provides that:

    1. PharMerica will waive its right to seek rejection damages
       arising from the Debtors' rejection of their executory
       contracts with PharMerica;

    2. PharMerica's general unsecured prepetition claim will be
       allowed for $24,889,970.30, and PharMerica will not receive
       a distribution on any amount in excess of that sum;

    3. The Debtors will waive the avoidance claims that were
       asserted or could have been asserted against PharMerica;

    4. PharMerica confirms a previous $43,000 postpetition credit
       and will issue another credit amounting to $889,000 in full
       satisfaction of the three postpetition disputes described
       in the Settlement Agreement; and

    5. The parties will exchange releases. (Integrated Health
       Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


JP MORGAN: Fitch Affirms Low-B Level Ratings on 6 Note Classes
--------------------------------------------------------------
JP Morgan Commercial Mortgage Finance Corp., commercial mortgage
pass-through certificates, series 2000-C10 are upgraded by Fitch
Ratings as follows:

        -- $31.4 million class B to 'AA+' from 'AA';
        -- $29.5 million class C to 'A+' from 'A'.

In addition, Fitch affirms the following classes:

        -- $59.0 million class A-1 'AAA';
        -- $471.3 million class A-2 'AAA';
        -- Interest only class X 'AAA';
        -- $9.2 million class D 'A-';
        -- $23.1 million class E 'BBB';
        -- $10.2 million class F 'BBB-';
        -- $14.8 million class G 'BB+';
        -- $14.8 million class H 'BB';
        -- $7.4 million class J 'BB-';
        -- $5.5 million class K 'B+';
        -- $7.4 million class L 'B';
        -- $5.5 million class M 'B-'.

Fitch does not rate the class NR or class Q certificates. The
rating actions follow Fitch's annual review of this transaction,
which closed in October 2000.

The rating affirmations are due to limited collateral paydown
since issuance and continued overall loan performance. As of the
August 2003 distribution date, the pool's aggregate principal
balance has been reduced by 5%, to $703.6 million from $740.1
million at issuance.

Midland Loan Services, Inc., the master servicer, collected year-
end 2002 operating statements for 85% of the loans by outstanding
balance. The comparable weighted average debt service coverage
ratio for these loans is 1.55 times as of YE 2002, compared to
1.45x at issuance.

Seven loans (3%) are currently in special servicing. The largest
loan in special servicing (1.2%) and is collateralized by a retail
property in Vista, California. The loan is 90 days delinquent and
the special servicer is considering workout options, including a
loan payoff.

In re-modeling the pool, Fitch applied expected losses to the
trust as well as various hypothetical stress scenarios. Even under
these stress scenarios, the resulting subordination levels were
sufficient to upgrade classes B and C.

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


JP MORGAN: Fitch Affirms Ser. 1997-C5 Class F Note Rating at BB
---------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1997-C5, as
follows:

        -- $56.9 million class C to 'AAA' from 'AA'.

The following certificates are affirmed by Fitch:

        -- $116.9 million class A-2 'AAA';
        -- $298.9 million class A-3 'AAA';
        -- Interest-only class X 'AAA';
        -- $51.7 million class B 'AAA';
        -- $51.7 million class F 'BB'.

Fitch does not rate the $56.9 million class D, $15.5 million class
E, $36.2 million class G, $5.2 million class H or $7.7 million
class NR certificates. The rating actions follow Fitch's annual
review of the transaction, which closed in September 1997.

The upgrades reflect increases in subordination levels due to
amortization and loan payoffs. As of the August 2003 distribution
date, the pool's aggregate certificate balance has been reduced by
32.5%, to $697.4 million from $1.03 billion at issuance. The pool
is well-diversified by balance and geographic locations.

Midland Loan Services Inc., the master servicer, collected year-
end 2002 property operating statements for 94% of the pool
balance. Based on the information provided, the YE 2002 weighted
average debt service coverage ratio increased to 1.59 times, from
1.51x at issuance.

As of the August 2003 distribution date, nine loans (3.9%) were
delinquent: three (1.6%) 30 days delinquent, one (0.13%) 60 days
delinquent, four (1.5%) 90 days delinquent, and one real estate-
owned (0.6%). Eight loans (2.7%) are being specially serviced,
including seven of the delinquent loans (2.5%). Realized losses
total $13 million, or 1.3% of the original pool balance.

The largest specially serviced loan (0.59%) is secured by a
multifamily property in Indianapolis, IN. The property is
currently 33% occupied. A receiver has been appointed and a
foreclosure sale is set for September 2003.

The REO loan (0.59%) is secured by an industrial property in
Indianapolis, Indiana. The property is being marketed for sale.

Fitch applied various stress scenarios, taking into consideration
all of the above concerns including expected losses on some of the
loans of concern. Even under these stress scenarios subordination
levels remain sufficient to justify the rating actions.


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


KAIRE HOLDINGS: Needs New Capital to Fund Operating Cash Needs
--------------------------------------------------------------
Kaire Holdings Inc.'s financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.

The Company has a net working deficit of $5,196,384 for the six
months ended June 30, 2003.  Additionally, the Company must raise
additional capital to meet its working capital needs subsequent to
the spin-off of Classic Care. The Company states that if it is
unable to raise sufficient capital to fund its operations for the
Health Advocacy program, it might be required to discontinue
operations.   These factors raise substantial doubt about the
Company's ability to continue as a going concern.  In view of the
matters described above, recoverability of a major portion of the
recorded asset amounts shown in the Company's  balance sheet is
dependent upon the Company's ability to generate sufficient sales
volume to cover its operating expenses and to raise sufficient
capital to meet its payment obligations.  The financial statements
do not include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should the
Company be unable to continue in existence.

The Company's revenues have been insufficient to cover acquisition
costs, cost of revenues and operating expenses. Therefore, the
Company has been dependent on private placements of common stock
securities, bank debt, loans from private investors and the
exercise of common stock warrants in order to sustain operations.
In addition, there can be no  assurances that private or other
capital will continue to be available, or that revenues will
increase to meet the Company's cash needs, or that a sufficient
amount of the Company's common stock or other securities can or
will be sold or that any common stock purchase options/warrants
will be exercised to fund the operating needs of the Company.

On June 30, 2003 the Company had assets of $3,489,980 compared to
$285,182 on December 31, 2002, an increase of $3,204,798.  The
increase mainly consists of $2,906,985 of goodwill due to the
Entremetrix acquisition, and increases in PP&E of $130,984 and
prepaid expenses of $52,726 due to the acquisitions of Sespe
Pharmacy and Entremetrix.  The Company  had a total deficit
stockholders' equity of $2,243,966 on June 30, 2003 compared to a
deficit equity of $2,138,445 on December 31, 2002, a deficit
increase of $105,521.

As of June 30, 2003 the Company's working capital position
decreased $3,143,490 from a negative $2,165,750 at December 31,
2002 to a negative $5,309,240 at June 30, 2003. The decrease is
primarily a result of a $2,500,000 promissory note due to the
acquisition of EntreMetrix and an increase in loans payable of
232,978.


KAISER ALUMINUM: EPA Consent Decree Resolves CERCLA Liability
-------------------------------------------------------------
            Notice of Lodging of Consent Decree
  in In re Kaiser Aluminum Corporation Under the Comprehensive
Environmental Response Compensation and Liability Act (CERCLA)

   Notice is hereby given that on August 22, 2003, a proposed
Consent Decree was lodged with the United States Bankruptcy Court
for the District of Delaware in In re Kaiser Aluminum Corporation,
No. 02-10429 (JKF) (Bankr. D. Del.). The Consent Decree among the
United States on behalf of U.S. EPA, Department of Interior,
National Oceanic and Atmospheric Administration of the Department
of Commerce, the States of Rhode Island, and Washington, the State
of California Department of Toxic Substances Control and the State
of California Department of Fish and Game, the Puyallap Tribe of
Indians, the Debtor Kaiser Aluminum Corporation and certain of its
Debtor affiliates, including Kaiser Aluminum & Chemical
Corporation, resolves CERCLA claims against the Debtors for the
following 66 hazardous waste sites, denominated as "Liquidated
Sites" under the Consent Decree: Aberdeen Pesticide Dumps
Superfund Site in Aberdeen, NC; American Chemical Services Site in
Griffith, IN; Aqua Tech Environmental Inc. Site in Greer, SC;
ARRCOM Corporation Site in Kootenai County, ID; Bay Area Drum Site
in San Francisco, CA; Bay Drums (a.k.a. Peak Oil Co.) Site in
Brandon, FL; Bayou Sorrel Site in Bayou Sorrell, LA; Breslube Penn
Superfund Site in Coroapolis, PA; Cannons Engineering Corporation
Site in Bridgewater, MA, Plymouth, MA and Londenderry, NH and
Gilson Road, a.k.a. Sylvester's in Nashua, NH; Casmalia
Disposal Site in Santa Barbara County, CA; Center for Technology
(a.k.a. CFT or Pleasanton Center for Technology) Site in
Pleasanton, CA (with respect to the State of California only);
Chemical Control Superfund Site in Elizabeth, NJ; Chemical
Handling Corporation Site in Broomfield, CO; Coastal Radiation
Services Site in St. Gabriel, LA; Combustion Inc. Site in
Livingston, LA; Commencement Bay (Hylebos Waterway) Site in
Tacoma, WA; Commercial Oil Services Site in Toledo, OH; Custom
Distribution Services Site in Perth Amboy, NJ; Diamond State
Salvage Yard in Wilmington, DE; Doepke-Holliday Site in Johnson
County, KS; Douglassville Disposal/Berks Reclamation Site in
Douglassville, PA; Dubose Oil Products Superfund Site in
Cantonment, FL; Dutchtown Refinery Site in Dutchtown, LA; Eastern
Diversified Metals Superfund Site in Hometown, PA; Ekotek (a.k.a.
Petrochem Recycling) Site in Salt Lake City, UT; Ellis Road Site
in Jacksonville, FL; Envirotek II Site in Tonawanda, NY;
Ettlinger's Pit in Duval County, FL; Four County Landfill
Site in De Long, IN; French Limited Site in Crosby, TX; Geigy
Superfund Site in Aberdeen, NC; General Refining Site in Garden
City, GA: Gibson Environmental, Inc. Site in Bakersfield, CA;
Great Lakes Container Site in St. Louis, MO; Higgins Disposal Site
in Somerset County, NJ; Hillsdale Drums Site in Hillsdale and
Amite, LA; Huth Oil Services Site in Cleveland, OH; Laskin Poplar
Site in Ashtabula County, OH; Liquid Disposal Site in Utica, MI;
Liquid Dynamics Site in Chicago, IL; Lorentz Barrel & Drum Site in
San Jose, CA; Marzone Site in Tipton, GA; Metamora Landfill Site
in Lapeer County, MI; Moyer's Landfill Site in Collegeville,
PA; Operating Industries, Inc. Corporation Site in Monterey Park,
CA; Pickettville Road Landfill Site in Jacksonville, FL; PRC
Patterson Site in Patterson, CA; Pristine, Inc. Site in Reading,
OH; Quicksilver Products, Inc. Site in Brisbane, CA (with respect
to the State of California only); Richmond Railyard Site in
Richmond, CA; Richmond Shipyard No. 2 (a.k.a. Marina Bay
Development) Site in Richmond, CA; Rouse Steel Drums Site in
Jacksonville, FL; Sadler Drum Superfund Site in Mulberry, FL; Sand
Springs Petrochemical Complex Site in Sand Springs, OK; Sea Cliff
Marina Site in Richmond, CA (with respect to the State of
California only); Spokane Junkyard in Spokane, WA; Stickney Ave.
Landfill & Tyler St. Dump Site in Toledo, OH; Tacoma Reduction
Facility Site in Tacoma, WA; Tex-Tin Site in Texas City, TX;
Tremont City Landfill Site in Clark County, OH; Tri-County and
Elgin Landfills Site in South Elgin, IL; Waste, Inc. Landfill Site
in Michigan City, IN; West County Landfill Site in Contra Costa
County, CA; West Virginia Ordnance Works (a.k.a. Point Pleasant
Landfill) Site in Mason County, WV; XTRON Site in Blanding, UT;
and Yellow Water Road Superfund Site in Baldwin, FL.

   Under the Consent Decree, in addition to amounts previously
paid, the Debtors have agreed to allowed claims in the total
amount of $24,486,021. The Consent Decree also contains provisions
pertaining to the treatment of four other categories of sites:
Debtor-Owned Sites, Discharged Sites, Additional Sites, and
Reserved Sites.

   The Department of Justice will receive for a period of thirty
(30) days from the date of this publication comments relating to
the Consent Decree. Comments should be addressed to the Assistant
Attorney General, Environment and Natural Resources Division, P.O.
Box 7611, U.S. Department of Justice, Washington, DC 20044-7611,
and should refer to In re Kaiser Aluminum Corp., D.J. Ref. 90-11-
3-00769/1. Commenters may request an opportunity for a public
meeting in the affected area, in accordance with Section 7003(d)
of RCRA, 42 U.S.C. 6973(d).

   The Consent Decree may be examined at the Office of the United
States Attorney for the District of Delaware, 1201 Market Street,
Suite 1100, Wilmington, DE, and at the United States Environmental
Protection Agency, 401 M Street, SW., Washington, DC 20460. During
the public comment period, the Consent Decree may also be examined
on the following Department of Justice Web site,
http://www.usdoj.gov/enrd/open.html A copy of the Consent Decree
may also be obtained by mail from the Consent Decree Library, P.O.
Box 7611, U.S. Department of Justice, Washington, DC. 20044-7611
or by faxing or e-mailing a request to Tonia Fleetwood
(tonia.fleetwood@usdoj.gov), fax no. (202) 514-0097, phone
confirmation number (202) 514-1547. In requesting a copy from the
Consent Decree Library, please enclose a check in the amount of
$11.75 (25 cents per page reproduction cost) payable to the U.S.
Treasury.

           Bruce S. Gelber,
           Section Chief, Environmental Enforcement Section,
           Environment and Natural Resources Division

               [FR Doc. 03-21919 Filed 8-26-03; 8:45 am]
               BILLING CODE 4410-15-M


KMART CORP: Sues Newman/Haas Racing Inc. to Recoup $6 Million
-------------------------------------------------------------
Kmart Corporation and its debtor-affiliates ask the Court to
compel Newman/Haas Racing Inc. to disgorge $2,155,000 and
$4,000,685 in separate transfers made before the Petition Date.

The Debtors assert that the transfer was preferential in nature
since it was made within the 90-period before they filed for
Chapter 11.  The transfers were for or on account of antecedent
debt the Debtors owed before the transfers were made.  The
transfers enabled Newman/Haas to receive more than it would have
received if these cases were under Chapter 7 of the Bankruptcy
Code, if the transfers were not made or if Newman/Haas received
payment for the Debtors' debt in accordance with Bankruptcy Code
provisions.  The Debtors contend that the transfers are avoidable
preferential transfers pursuant to Section 547(b) of the
Bankruptcy Code.

Newman/Haas is owned by actor/race car driver Paul Newman and
racing entrepreneur Carl A. Haas.  It is the most successful team
competing in the Champ Car World Series sanctioned by
Championship Auto Racing Teams. (Kmart Bankruptcy News, Issue No.
61; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KNIGHTHAWK INC: Secured Lender Agrees to Forbear Until Oct. 31
--------------------------------------------------------------
KnightHawk Inc., has entered into a Forbearance Agreement with its
largest aircraft Secured Lender. The Company has been in default
of its agreements with this Secured Lender for several months.
Pursuant to the Forbearance Agreement, the Company will present a
restructuring plan to the Secured Lender with a view to
restructuring operations to provide for the Company's future
profitability. Unless the indebtedness in favor of the Secured
Lender is restructured or the forbearance agreement renewed, the
forbearance agreement will terminate on October 31, 2003. In the
event that the forbearance agreement terminates, the Secured
Lender will be entitled to exercise its remedies with respect to
the collateral pledged.

KnightHawk provides contract rail and air services, carrying
freight both domestically and transborder between Canada and the
United States. KnightHawk's rail operations are conducted through
its subsidiary the Kelowna Pacific Railway which operates 104
miles of former CN trackage in the Okanagan Valley of British
Columbia.

KnightHawk's air division operates a fleet of five aircraft, and
during the past ten years and over 40,000 flying hours has
maintained an on-time performance record of over 99%, a crucial
reliability factor for its customers. For further information
visit the Company's Web site at http://www.knighthawk.ca


LEAP WIRELESS: UST Balks at Discharge Provisions Under Plan
-----------------------------------------------------------
The United States Trustee objects to the discharge and injunction
provision contemplated in the Leap Wireless Debtors' Fifth Amended
Joint Reorganization Plan.  Tiffany L. Carroll, Esq., Attorney for
the U.S. Trustee, observes that the Plan purports to discharge
current and potential liabilities of numerous non-debtor parties
contrary to Bankruptcy Code provisions.

Ms. Carroll reminds Judge Adler that in Underhill v. Royal, 769
F.2d 1426, 1432 (9th Cir. 1985), when the bankruptcy court
confirms a plan of reorganization, it does so by operation of
law, not by the consent of the creditors.  Therefore, for the
confirmation to be valid, the court must possess the power to
effect the provisions of the plan.

Ms. Carroll notes that the Court lacks the power to discharge
non-debtor liabilities.  Section 524(e) of the Bankruptcy Code
states that "[the] discharge of a debt of the debtor does not
affect the liability of any other entity on, or the property of
any other entity for, such debt."  In Underhill, the Ninth
Circuit reasoned that the language of Section 524(e) prohibits
the court from discharging the liabilities of non-debtors,
regardless of creditor consent.  Since the bankruptcy court lacks
the power to discharge non-debtor liabilities, a reorganization
plan discharging the non-debtor liabilities is invalid and cannot
be confirmed.

Ms. Carroll reminds Judge Adler that the Debtors' Plan would
discharge current and potential liabilities of not only the
debtors, but also of the Informal Vendor Debt Committee, the
Informal Noteholder Committee, the Official Committee, the Old
Indenture Trustee.  The Plan also provides that the counsel and
all other professionals retained by any of these parties would be
released from liability, as would each of these parties'
affiliates, current or former officers, directors, agents,
employees, and representatives.  Under Ninth Circuit law, Ms.
Carroll asserts, this wide-reaching release of liability is
clearly impermissible in a reorganization plan.  If confirmed,
the Plan would discharge the liabilities of multiple third
parties.  As a matter of law, the Plan is invalid and the Court
cannot, and should not, confirm it. (Leap Wireless Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


LUCENT: Inks Networking Systems Supply Agreement with Dacom
-----------------------------------------------------------
Lucent Technologies (NYSE: LU) has signed a contract with Dacom,
one of South Korea's leading wireline and broadband service
providers, to supply optical networking systems to expand its
dense wavelength division multiplexing backbone network and also
to build out a storage DWDM network for its enterprise customer,
Korea's Supreme Court.

Under the contract, Lucent will deliver and deploy the
Metropolis(R) Enhanced Optical Networking, a DWDM metro optical
system designed to eliminate bottlenecks in metropolitan networks
caused by increasing data traffic needs of customers. The systems
will be used in three metropolitan areas of Seoul, Inchon and
Daejeon as well as major cities in Gangwon province.

This ring-based optical networking solution allows Dacom to expand
the bandwidth of its existing network and cost effectively deliver
new revenue-generating high-speed services such as gigabit
ethernet and interoperable storage solutions to its customers.

This contract marks the first time that Metropolis(R) EON is being
used as a storage networking application in Korea. Metropolis(R)
EON will allow Dacom to provide its key customer, the Supreme
Court, with business continuity in the wake of a disaster along
with other storage networking wavelength services.

"The number one priority for enterprise customers is network
reliability. Lucent's proven optical networking technology will
help us meet the expectation on premium-level services from
enterprise customers like the Supreme Court," said Hee-jae Lee,
vice president of Transmission Network Unit, Dacom. "Reliable
storage networks expanded by these new systems will make our
networking environment even more efficient and flexible."

"We constantly look for better ways to serve our customers' needs
and this new application of Metropolis(R) EON for Dacom's storage
network demonstrates our efforts," said John Yang, president of
Lucent Technologies Korea. "We will continue to provide advanced
technology and professional services to help Dacom expand its
existing network and generate value-added services."

Developed with the help of scientists at Bell Labs, Lucent's R&D
arm, the Metropolis(R) EON is a 32-channel DWDM system that
increases network capacity by transmitting multiple wavelengths or
colors of light across a single fiber strand with each wavelength
carrying a distinct stream of information. DWDM technology was
pioneered by Bell Labs scientists and it enables the huge
bandwidth of today's state-of-the-art optical networks. The
Metropolis(R) EON system supports a wide range of transmission
rates from 16 megabits per second (Mb/s) to 10 gigabits per second
(Gb/s). Its ring architecture also offers improved service
reliability and provides business continuity services for backups
and disaster recovery by having multiple data centers online and
synchronized. For more information: http://www.lucent.com/eon

Established in 1982, Dacom has provided domestic long-distance
call, international call and digital leased lines service for
business and residential customers. Dacom runs nationwide
communications network for both voice and data services such as
Boranet, Chollian and Webhard. For more information on Dacom,
visit its Web site at http://www.dacom.co.kr

Lucent Technologies (S&P, B- Corporate Credit Rating, Negative),
headquartered in Murray Hill, N.J., USA, designs and delivers
networks for the world's largest communications service providers.
Backed by Bell Labs research and development, Lucent relies on its
strengths in mobility, optical, data and voice networking
technologies as well as software and services to develop next-
generation networks. The company's systems, services and software
are designed to help customers quickly deploy and better manage
their networks and create new, revenue-generating services that
help businesses and consumers. For more information on Lucent
Technologies, visit its Web site at http;//www.lucent.com


MAGNUM HUNTER: Gary Evans to Present at Lehman Bros. Conference
---------------------------------------------------------------
Mr. Gary C. Evans, Chairman, President and Chief Executive Officer
of Magnum Hunter Resources, Inc. (NYSE: MHR) will be making a
presentation at Lehman Brothers CEO Energy/Power Conference in New
York City on Thursday, September 4th, at 10:40 a.m. eastern time.

Magnum Hunter continues its growth projectory as one of the
nation's fastest growing publicly traded independent oil and gas
producers having grown daily production at a compounded annual
growth rate of 52% since 1996.  Proved reserves increased 121%
last year to 837 Bcfe, of which 78% are proved developed.  The
Company's all sources 2002 finding and development cost were $0.93
per Mcfe.  Daily production in 2002 increased from 91 MMcfe per
day to 194 MMcfe per day, or 113%.  Daily production during the
second quarter of 2003 increased another 5% and exceeded 203 MMcfe
per day.  In 2002, Magnum Hunter increased total proved reserves
per share over 31% and increased production per share by 26%.

Magnum Hunter's management team has consistently pursued a
disciplined business strategy that targets the acquisition and
exploitation of long-lived reserves when commodity prices are low
while maintaining an active exploration, exploitation and
development drilling program on its core property base.  Primary
areas of operations include the Permian Basin (51% of reserves and
42% of production), the Mid-Continent (31% of reserves and 23% of
production), the onshore Gulf Coast (8% of reserves and 9% of
production), and the shallow water Gulf of Mexico (10% of reserves
and 26% of production).  A $115 million capital budget has been
established for 2003, allowing for the drilling of over 120 wells,
which should provide for organic growth of daily production from
internally generated projects near 10% annually.  Over 1 Tcf of
risk adjusted Gulf of Mexico drilling prospects have been
identified for future exploration activities.  Magnum Hunter has a
five year backlog of exploration, exploitation and development
projects in its current inventory covering 2,500 onshore locations
and 171 Gulf of Mexico OCS blocks.

Recent drilling activities on behalf of the Company have been
concentrated in the Gulf of Mexico (offshore) and Southeastern New
Mexico (onshore). Drilling results for the first six months of
2003 include 62 new wells, of which 57 were completed as
commercial producers for an overall 92% success rate.  The
Company's offshore drilling success rate since entering the Gulf
in 1999 is 83%, with 66 successful wells out of 80 new drills.

Magnum Hunter's balance sheet has steadily improved from a debt-
to-capitalization ratio of 82% at December 31, 1999 to 62% as of
June 30, 2003, with a short-term goal of achieving a mid-50%
range.  This has been accomplished through a combination of non-
strategic asset sales (approximately $115 million since March
2002), applying excess cash flow beyond capital expenditure
requirements to debt repayment, and net book earnings.  Magnum
Hunter's before-tax present value discounted at 10% of its proved
reserves at year-end 2002 was $1.2 billion.

The Company's presentation will be broadcast via live and replay
audio webcast.  You may listen to this presentation by accessing
Magnum Hunter's website on Thursday, September 4, 2003 at 10:40
a.m. eastern time:

     Go to http://www.magnumhunter.com
     Go to Investor Relations
     Go to Conference Calls/Lehman Brother Conf. September 4, 2003

Magnum Hunter Resources, Inc. (S&P, BB- Corporate Credit and B+
Senior Unsecured Debt Ratings) is one of the nation's fastest
growing independent exploration and development companies
engaged in three principal activities: (1) the exploration,
development and production of crude oil, condensate and natural
gas; (2) the gathering, transmission and marketing of natural
gas; and (3) the managing and operating of producing oil and
natural gas properties for interest owners.


MIRANT CORP: Hires Charles River for Energy Consultancy Services
----------------------------------------------------------------
Mirant Corp., and its debtor-affiliates are in the process of
formulating their year business plan.  In conjunction with the
business plan process, a reorganization plan will be promulgated.
Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that promulgating the plan require analysis of enterprise
valuation, debt capacity and the types of equity securities to be
issued as part of that reorganization plan.  Thus, the Debtors
determine that they require the services of a consultant with
energy industry expertise to fulfill their fiduciary duty and
explore all options available, thereby maximizing value.

By this application, the Debtors seek the Court's authority to
employ Charles River Associates, Inc. as their energy consultants
in connection with various matters, including the commencement
and prosecution of their Chapter 11 cases, nunc pro tunc to
July 14, 2003.

Mr. Peck tells the Court that the Debtors selected Charles River
because of the firm's knowledge of the Debtors' businesses and
financial affairs, its extensive broad-based experience and
knowledge, and its recognized expertise in providing energy
consulting services in financially distressed situations.
Charles River and its principals have been involved as energy
consultants to a diverse group of companies, including, Enron,
PG&E and Williams.

Prior to the Petition Date, Charles River was retained to assist
the Debtors in the valuation of strategic alternatives and to
render energy consulting services to the Debtors in connection
with their restructuring efforts.  Since its employment, Charles
River provided energy consulting services in connection with the
commencement of the Debtors' Chapter 11 cases.

The Debtors expect Charles River to continue to:

   (a) assist in the evaluation of the Debtors' businesses and
       prospects;

   (b) assist in the development of the Debtors' long-term
       business plan;

   (c) analyze the Debtors' projects and business plan and
       evaluate alternatives;

   (d) provide strategic advice with regard to energy industry
       specific issues;

   (e) participate in negotiations among the Debtors and their
       suppliers, and other interested parties with respect to
       any energy-related transactions;

   (f) provide testimony in these Chapter 11 cases concerning
       any of the subjects encompassed by its energy consulting
       services, if appropriate and as required;

   (g) assist and advise the Debtors concerning the terms,
       conditions and impact of any transaction it proposed; and

   (h) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of energy-related transactions.

According to James C. Burrows, Chief Executive Officer of Charles
River Associates, Charles River received from the Debtors a
$300,000 retainer.  Charles River applied its prepetition fees
and expenses against the retainer and is currently holding the
remaining amount as a Chapter 11 retainer.  Charles River
promises that it will not draw on the Chapter 11 retainer without
the Court's approval.

In exchange for the services Charles River will provide to the
Debtors, the firm will seek compensation based on the hourly
rates of its professionals, currently at:

   William Hicronymus        $550
   Ira Shavel                 450
   William Babcock            450
   John Parsons               450
   Jack Yeager                525
   Scott Nieman               325
   Julie Somers               325
   Nikhil Gupta               250
   Analysts/Associates        150 - 275
   Support                     95

Charles River will also seek reimbursement of actual and
necessary expense incurred in connection with the rendering of
the energy consultant services.

Mr. Burrows assures the Court that Charles Burrow, its officers
and employees do not have any connection with or any interest
adverse to the Debtors, their creditors or any other party-in-
interest in matters related to the employment.

                          *     *     *

On an interim basis, the Court allows the Debtors to employ
Charles River as energy consultants effective as of July 14, 2003
until a final hearing is conducted. (Mirant Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAT'L BENEVOLENT: Fitch Monitors Credit Quality of $149MM Bonds
---------------------------------------------------------------
Fitch Ratings continues to monitor National Benevolent
Association's credit quality. Fitch downgraded NBA's outstanding
bonds of $149 million to 'BB-' from 'BBB-' on June 19, 2003. The
bonds were also placed on Rating Watch Negative due to the
potential expiration of several letter of credits, which enhance
approximately $63 million of variable rate debt.

The LOC provider is KBC Bank and to date, no replacements or an
extension of existing coverage has been negotiated. The LOCs
expire on Sept. 15, 2003, however, NBA must acquire a substitute
liquidity facility on or before August 31 or a renewal of the
existing letter of credit on or before Sept. 1, otherwise the
bonds will be subject to a mandatory tender. Upon the tender, KBC
Bank will become the holder of the bonds and NBA will be required
to reimburse KBC Bank pursuant to negotiated terms. If an
extension cannot be secured, negative rating action on NBA's bonds
will occur, however, the degree of downward action will be
dependent on the negotiated terms, which Fitch is in the process
of obtaining. Fitch's ability to obtain information about this
matter has been difficult.

Headquartered in St. Louis, Missouri NBA provides services to the
elderly, children, and the developmentally disabled in 22
facilities. The National Benevolent Association was created in
1887 and currently operates 94 facilities and programs. NBA
programs provide housing, care and other services for the elderly
in nursing homes, assisted-living units and independent-living
units. In addition, they serve at-risk children, youth and
families, as well as individuals with disabilities, through
residential and community-based programs. The Obligated Group
includes 22 operating facilities located in 13 states that care
for approximately 9,000 individuals, accounting for the vast
majority of consolidated financial operations.


NATIONSRENT INC: CitiCapital Has Until Sept. 11 to File Claims
--------------------------------------------------------------
In a stipulation between the NationsRent Debtors and CitiCapital
Commercial Leasing Corporation and Citicorp Del-Lease, Inc., the
parties agree that the deadlines for CitiCapital and Citicorp to
file and serve requests for payment of administrative claims and
to file claims arising out of the rejection of an executory
contract or unexpired lease will be extended until September 11,
2003.  The Debtors and the CitiCapital Entities reserve the right
to further extend this deadline.

The Debtors and CitiCapital are parties to two lease agreements:

   (a) a September 25, 1998 Master Lease Agreement, which
       presently involves 209 pieces of equipment leased to
       NationsRent Inc. and NationsRent of Texas, Inc.; and

   (b) an August 3, 1999 Master Lease Agreement, which currently
       covers 138 pieces of equipment leased to NationsRent Inc.,
       NationsRent USA, Inc., NationsRent of Texas, LP,
       NationsRent West, Inc. and NationsRent of Indiana, LP.

The Debtors and Citicorp are parties to a July 31, 2000 Master
Lease Agreement.  The deployment of equipment under the Citicorp
Lease is evidenced by four schedules, dated July 28, 2000;
July 28, 2000; August 25, 2000; and January 12, 2001, each with
terms of 48 months.

The order confirming the Debtors' Plan allows creditors until
August 12, 2003 -- 60 days after the effective date of the Plan
-- to file administrative expense claims or requests for payment
of rejection damages.  The parties are in the midst of
discussions to restructure the leases or settle lease disputes.
As a precautionary measure, CitiCapital and Citicorp have asked
the Debtors to make a concession with respect to the filing
deadline. (NationsRent Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NAVIDEC INC: Will Replace Pat Mawhinney as Chief Fin'l Officer
--------------------------------------------------------------
Navidec, Inc. (OTC Bulletin Board: NVDC), is replacing its Chief
Financial Officer.

"Pat Mawhinney has been a valuable asset of the company and a
source of strength in a very difficult time period for the
company, however with the change in our business plan that focuses
on acquisitions, the company needs a CFO that has more experience
with mergers and acquisitions," stated John McKowen, President and
CEO of Navidec.

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

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

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

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


NEFF: Moody's Withdraws Ratings after Company Deregisters Shares
----------------------------------------------------------------
Moody's Investors Service withdrew its assigned ratings to Neff
Corp., after the company's decision to deregister its common
shares and suspend reporting objections with the SEC.

Moody's reflects that "the existing Caa2 senior implied rating
reflected the company's substantially weakened business franchise
and credit profile, and potentail risk to creditors given the
company's financial leverage."

Neff Corp., an equipment rental company, is based in Miami,
Florida.


ONEIDA ILTD: July 26 Working Capital Deficit Tops $36 Million
-------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) announced financial results for the second
quarter and six months ended July 26, 2003. Sales for the second
quarter were $106 million, compared to $114 million in the second
quarter of the previous fiscal year that ended January 2003.
Oneida reported a second quarter net loss of $3.7 million, equal
to a loss of $0.23 per share, compared to year-ago second quarter
net income of $2.9 million, equal to earnings of $0.17 per share.

For the first six months of the fiscal year that ends in January
2004, the company's sales totaled $212 million compared to sales
of $231 million for the same period a year ago. Oneida reported a
net loss of $7.1 million, equal to a loss of $0.43 per share, in
the first six months of its current fiscal year, compared to net
income of $4.6 million, or earnings of $0.27 per share, for the
year-ago first half.

Also, Oneida announced that it has secured from the required
lenders a waiver of the financial covenants under its credit
agreements through the end of the second quarter.

At July 26, 2003, Oneida's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$36 million.

               Actions To Help Restore Profitability,
                       Achieve Cost Savings

Oneida is taking steps within its manufacturing operations that
are expected to help return the company to profitability and
achieve significant cost savings. The anticipated savings include
$18 million on an annual basis once a lean manufacturing system is
fully implemented at the Sherrill, N.Y. flatware factory, with a
scheduled completion in the first quarter of calendar 2004.
Actions being contemplated for Oneida's other manufacturing
facilities potentially could save an additional $12 million
annually. The company announced the following measures:

- Approximately 100 positions were eliminated at the Sherrill
  factory, effective immediately. The affected employment involved
  overhead supporting positions that are no longer needed under
  the lean manufacturing conversion, and also included direct
  labor positions that are being reduced due to continued low
  order levels.

- The Oneida Ltd. Board of Directors approved the further
  consideration and evaluation of possibly closing the following
  international manufacturing facilities: dinnerware factory in
  Juarez, Mexico; flatware factory in Toluca, Mexico; holloware
  factory in Shanghai, China; and holloware factory in Vercelli,
  Italy. A decision on whether to close them will be made after
  all information is analyzed. This review will be completed
  during the third quarter of the current fiscal year.

- In conjunction with the above actions, the Oneida Ltd. Board of
  Directors also approved the further consideration and, as
  required, negotiation of a proposal to close the company's
  Buffalo China dinnerware factory and warehouse facility in
  Buffalo, N.Y. No final decisions regarding any changes at the
  Buffalo, N.Y. site have been made at this time.

If all of the above mentioned facilities are closed, the company
could continue to market the affected products, using independent
suppliers. In such a situation, a total charge of approximately
$46 million in association with the closings would likely be
incurred.

"Our results continue to be affected by a slow general economy.
The decline in consumer confidence has lowered retail sales not
only of our products, but also in the overall consumer tabletop
industry. In addition, decreases in personal and business travel
and in restaurant dining have limited our results throughout all
of our foodservice channels," said Peter J. Kallet, Oneida
Chairman and Chief Executive Officer. "As we have previously
noted, in response to these challenging conditions we are
aggressively reducing expenses and streamlining our operations
worldwide in order to return the company to profitability as
quickly as possible."

               Impact Of Manufacturing Variances

"The difficulties we face have been magnified by the negative
manufacturing variances that have increased throughout our factory
sites as a result of lower volumes of product orders; the negative
variances must be reduced in order for Oneida to return to
profitability," Mr. Kallet explained. "At our main flatware
factory in Sherrill, N.Y., our goal is to significantly decrease
those variances by the first quarter of calendar 2004 as we
complete the conversion to a lean manufacturing system which will
reduce inventory and overhead costs. Beyond that date, we must
continue reducing the variances to enable the Sherrill facility to
remain viable.

"Our factory sites in Italy and Mexico are fighting extreme
pressures to operate cost-effectively in today's environment. We
are exploring all avenues to reduce their manufacturing
variances," he added. "If the variances cannot be sufficiently
reduced, we must consider closing those facilities upon the
conclusion of our review process.

"We are faced with similar issues at Buffalo China and are in the
process of reviewing our options at that facility," Mr. Kallet
further noted.

"We understand the impact and the hardships that the Sherrill
factory workforce reductions will cause for the affected
employees, as well as the potential effect on our other factory
employees pending the results of our current reviews," Mr. Kallet
added. "But we must consider all necessary steps to improve our
overall efficiencies and our competitiveness during an extremely
challenging period."

              Committed To Strategic Long-Term Goals

"These moves will not change our long-term goals to increase
market share in all of our divisions and to be the world's most
complete tabletop supplier," Mr. Kallet concluded. "Public
awareness of the Oneida brand continues to be a major competitive
strength, and we remain committed to providing our customers with
the finest quality of new and ongoing products across our entire
offering. Most importantly, until the economy shows a sustained
turnaround we will take measures throughout our operations that
will help restore our profitability and will help improve our
shareholder value."

Oneida Ltd. is a leading manufacturer and marketer of flatware and
dinnerware for both the consumer and foodservice industries
worldwide. Oneida also is a leading marketer of a variety of
crystal, glassware and metal serveware for those industries.


PACIFICARE: Brad Bowlus to Present at Bear Stearns Conference
-------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS) announced that Brad
Bowlus, president and chief executive officer of the Health Plans
Division, is scheduled to make a presentation at the Bear Stearns
16th Annual Healthcare Conference at the Plaza Hotel in New York
City on Tuesday, September 9, 2003.

PacifiCare's presentation is scheduled to begin at 3:00 PM Eastern
Time. A live webcast of the presentation will be available at
http://www.pacificare.com and may be accessed by going to the
Investor Relations home page and clicking on Investor
Presentations.

PacifiCare Health Systems (S&P, B Convertible Subordinated
Debenture Rating, Negative) is one of the nation's largest
consumer health organizations with more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide.  PacifiCare offers individuals, employers and Medicare
beneficiaries a variety of consumer-driven health care and life
insurance products.  Currently, more than 99 percent of
PacifiCare's commercial health plan members are enrolled in plans
that have received Excellent Accreditation by the National
Committee for Quality Assurance (NCQA).  PacifiCare's specialty
operations include behavioral health, dental and vision, and
complete pharmacy and medical management through its wholly owned
subsidiary, Prescription Solutions.  More information on
PacifiCare Health Systems is available at
http://www.pacificare.com


PETRO STOPPING: Ratings Under Review for Possible Downgrade
-----------------------------------------------------------
Moody's Investors Service placed its ratings on Petro Stopping
Centers LP and Petro Stopping Centers Holdings LP under review for
possible downgrade due to constrained liquidity and recurring weak
financial performance.

In order to strengthen its financial profile, the company also
needs to close its announced exchange offer of $113.4 million
senior secured notes, due 2008, for cash and new senior secured
notes due 2014.

Moody's say that, "the ratings review will focus on the impact of
the proposed exchange to the capital structure and credit
statistics of the company going forward, to the extent that the
exchange is actually exercised by holders of the 2008 notes."

                        Affected Ratings

Petro Stopping Centers Holdings, L.P.

     * Caa3 - $113.4 million (aggregate principal balance,
       including $36.5 million of unamortized discount) senior
       secured notes due 2008 (PIK through August 2004),

     * B3 - Senior implied rating, and

     * Caa3 - Unsecured issuer rating

Petro Stopping Centers, L.P.

     * B2 - $25 million senior secured revolving credit
       facility due 2004,

     * B2 - $48.3 million senior secured term loans due
       2004 and 2006, and

     * Caa1 - $135 million 10.5% Guaranteed senior secured
       notes due 2007

Petro Stopping Centers, operator of one of the larger multi-
service truck stops chains in the United States, is headquartered
in El Paso, Texas.


PILLOWTEX CORP: First Creditor's Meeting to Convene on Thursday
---------------------------------------------------------------
Acting U.S. Trustee Roberta A. DeAngelis has called for a meeting
of the Pillowtex Debtors' creditors pursuant to 11 U.S.C. Sec.
341(a) to be held on September 4, 2003 at 2:00 p.m. in Room 2112,
2nd Floor, J. Caleb Boggs Federal Building, 844 King Street in
Wilmington, Delaware.  All creditors are invited, but not
required, to attend.  This Official Meeting of Creditors offers
the one opportunity in a bankruptcy proceeding for creditors to
question a responsible office of the Debtors under oath.
(Pillowtex Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PROCOM TECHNOLOGY: Files Form 15 to Deregister Common Stock
-----------------------------------------------------------
Procom Technology, Inc., filed a Form 15 with the Securities and
Exchange Commission to terminate the Company's common stock
registration under the Securities Exchange Act of 1934.

The Company's Board of Directors believes that deregistering the
Company's common stock is in the long-term best interests of its
shareholders. As previously announced by the Company, the
Company's shares were delisted from The Nasdaq SmallCap Market on
August 14, 2003. The Board of Directors has concluded that the
benefits of remaining a public reporting company are outweighed by
the costs and administrative burdens of being a public company.
According to Alex Razmjoo, Chief Executive Officer and Chairman of
the Board of Directors, "We are taking this action in order to
relieve the Company from the burden and expense of maintaining its
public company status. We do not believe that deregistering will
have any impact on our overall business strategy, which continues
to be to focus on growing our business and to control costs and
conserve cash."

The obligations of the Company to file periodic reports with the
SEC, including reports on Form 10-K, 10-Q and 8-K, as well as
proxy statements, are suspended upon filing of the Form 15. The
deregistration is expected to become effective within 90 days of
filing.

                         *     *     *

                Liquidity and Capital Resources

In its SEC Form 10-Q, the Company reported:

"For the six months ended January 31, 2003 and the fiscal year
ended July 31, 2002, the Company incurred net losses of $5.5
million and $24.4 million, respectively.  At January 31, 2003, the
Company had working capital of $10.8 million and cash and cash
equivalents of $10.0 million (including $0.5 million of restricted
cash). To reduce its cash used in operations, the Company put in
place various cost containment initiatives, both domestically and
internationally, during fiscal 2002 and 2003, including an
additional reduction in headcount of approximately 41 employees in
the first six months of fiscal 2003. The Company's plan to address
its liquidity issues is to generate cash flow from operations by
increasing sales and cutting costs. There can be no assurance that
the Company will be able to generate cash flows from operations,
increase its sales or further reduce costs sufficiently to provide
positive cash flows from operations. The Company is currently
seeking alternative financing including the leasing, selling or
refinancing of the Company's headquarters.  There can be no
assurance that the sale of the building will generate net proceeds
in excess of the carrying value of the Company's headquarters. Net
proceeds that are less than the carrying value of the Company's
headquarters would cause the Company to record a loss on the sale.
Under the terms of the Company's long-term debt, the lender may
immediately accelerate all amounts disbursed and terminate any
further obligation of the lender to disburse additional amounts
under the financing arrangement if there exists any event or
condition that the lender in good faith believes impairs (or is
substantially likely to impair) the Company's ability to repay the
obligations under the financing arrangement. There can be no
assurance that the lender will not accelerate the payment of all
amounts disbursed under the arrangement. Additionally, there can
be no assurance that the Company would be able to lease, sell or
refinance the headquarters building, if necessary, or otherwise
obtain any additional financing, on favorable or any terms."


PROTARGA INC: Secures Interim Nod for $550,000 DIP Financing
------------------------------------------------------------
Protarga, Inc., sought and obtained interim approval from the U.S.
Bankruptcy Court for the District of Delaware to borrow $550,000
from Spectrum Pharmaceuticals, Inc., under a postpetition
financing pact and provide adequate protection and grant liens,
security interests and superpriority claims to the Lender.

The Court approved the Debtor's application for interim financing
to avoid immediate and irreparable harm to the estate of the
Debtor pending final hearing.  The Debtor reports no practical
source of alternative financing on the same or more favorable
terms. The Lender is willing to make such loans to the Debtor to
preserve the Debtor's assets and properties.

The Loans will bear simple interest annually at a per annum rate
equal to 6% for the first 45 days following closing, 8% for the
next 45 days and 10% thereafter. In events of default, the Loans
will bear interest at a per annum rate equal to the applicable
Base Rat plus 2%.

The postpetition debt will mature and be paid in full on the
earliest of:

     a) 120 days after the closing date of the Loan;

     b) the Effective Date of the Plan of Reorganization;

     c) date of the termination of the loan commitment as a
        result of an Event of Default; or

     d) the sale of all of the Debtor's asset.

A final hearing to consider the Debtors' final request to incur
DIP Financing is set on September 11, 2003 at 5:00 p.m., in the
U.S. Bankruptcy Court for the District of Delaware

All written objections must be received by the Clerk of Court and
copies must be served on:

     a) counsel to the Debtor
        Adelman, Lavine, Gold & Levin, PC
        919 North Market Street, Suite 710
        Wilmington, Delaware 19801
        Attn: Raymond H. Lemish, Esq., and

        Winthrop Couchot PC
        660 Newport Center Drive, Fourth Floor
        Newport Beach, California 92660
        Attn: Robert W. Pitts, Esq.; and

     b) the Office of the United States Trustee

on or before September 4, 2003

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.


REDBACK NETWORKS: Has Until Oct. 11 to Meet Nasdaq Requirements
---------------------------------------------------------------
Redback Networks Inc. (NASDAQ:RBAK) (S&P, CCC+ Corporate Credit
Rating, Negative), a leading provider of next-generation broadband
networking equipment, announced that on August 27, 2003,it
received a decision from the Nasdaq's Listing Qualifications Panel
granting Redback's request for an exception to the National
Market's minimum bid price requirement, as set forth in Nasdaq
Marketplace Rule 4450(a)(5).

The Panel determined to provide Redback with additional time to
allow for developments in the Securities and Exchange Commission's
rulemaking process. Accordingly, Redback now has until at least
October 11, 2003 to regain compliance with Nasdaq's minimum bid
price requirement.


SAFETY-KLEEN: Judge Walsh Inks Conclusions on Plan Confirmation
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Walsh issues his Findings of Fact and
Conclusions of Law  embodying his bench ruling confirming the
First Amended Joint Plan of Reorganization of Safety-Kleen Corp.,
and its subsidiary and related Debtors.  This 67-page Order
embodies the last-minute modifications, supplements, settlements
(including Pinewood) and stipulations made by the Debtors to
resolve various disputes over confirmation of the Plan.  Judge
Walsh finds in favor of the Debtors for each element of law and
fact required by the Bankruptcy Code to support confirmation.

Judge Walsh finds that "[t]he Plan's provisions are appropriate
and not inconsistent with the applicable provisions of the
Bankruptcy Code, including the treatment of, inter alia, rights of
holders of Administrative Claims, Canadian Lender Administrative
Claims, DIP Facility Claims, . . ." (Safety-Kleen Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAHELIAN GOLDFIELDS: Files Restated Financials for Year 2002
------------------------------------------------------------
Sahelian Goldfields Inc., has filed restated audited financial
statements for the year ended September 30th 2002. The purpose of
the restatement, which was requested by the Ontario Securities
Commission, was to account for the reorganization of the Company
in accordance with the "fresh start" accounting approach. The
interim financial statements to for the three months ended
December 31st 2002 and the six months ended March 31st 2003 will
be restated accordingly. The resulting effect to the previously
reported financial statements is as follows:

          Decrease in net income          $6,721,255
          Decrease in share capital       $9,367,712
          Decrease in deficit             $9,599,293
          Increase in capital deficiency    $231,518.

The above is in accordance with generally accepted accounting
principles and reflects the reorganization of the Company which
successfully emerged from proceedings under the Bankruptcy and
Insolvency Act (Canada) on September 5th, 2002.


SCORES HOLDING: June 30 Equity Deficit Widens to $827,000
---------------------------------------------------------
Scores Holding Company Inc., (OTC Bulletin Board: SCOH) announced
that for the three-month periods ended June 30, 2003 and June 30,
2002, we had revenue of $288,473 and $6,250, respectively.  For
the six-month periods ended June 30, 2003 and June 30, 2002, we
had revenue of $805,745 and $56,250 respectively.

The increase in revenue was due to the revenues generated from
sales of the Diamond Dollar rights in the independently owned
Scores Showroom pursuant to the assignment agreement between us.
Our cost of goods sold for the three-month periods ended June 30,
2003 and June 30, 2002 was $231,027 and $0, respectively.  "Our
cost of goods sold was $461,922 for the six-month period ended
June 30, 2003 and $0 for the six-month period ended June 30,
2002.  The increase in cost of goods sold was due to the costs
associated with the diamond dollars program.  We incurred general
and administrative expenses of $423,130 and $711,001 for the
three-month periods ended June 30, 2003 and June 30, 2002,
respectively.  The decrease in general and administrative expenses
was primarily attributable to legal, consulting, rent and salary
expenses that the Company is no longer responsible for due to the
unwinding agreement involving our former subsidiary, Go West
Entertainment.  We incurred general and administrative expenses of
$1,005,531 for the six-months ended June 30, 2003 and $925,613 for
the six-months ended June 30, 2002.  For the three-month periods
ended June 30, 2003 and June 30, 2002, we had interest income of
$8,743 and $337 respectively.  The increase in interest income was
due to the note due from Go West Entertainment issued under the
unwinding agreement.  For the six-months ended June 30, 2003 we
had interest expense of $6,872 compared to interest income of $674
for the six-months ended June 30, 2002.  The increase in interest
expense was due to expenses incurred in financing activities
undertaken by us relating to the issuance of debentures and notes
payable. For the three-months ended June 30, 2003 and June 30,
2002, we had a net loss of $352,801 or $.02 per share and
$704,414, or $.04 per share, respectively. For the six-months
ended June 30, 2003, we had a net loss of $655,440 or
approximately $.04 per share as compared to a net loss of $868,689
or $.05 per share, for the six-months ended June 30, 2002."

The Company's June 30, 2003 balance sheet shows a working capital
deficit of about $1.2 million, and a total shareholders equity
deficit of about $830,000.

"We are very pleased that we achieved our two main goals for the
2nd quarter, namely increasing our net sales by 98% and reducing
our costs by 50% in order to better position ourselves for
profitable growth in the future," said Chairman and Chief
Executive Officer Richard Goldring.

"Looking ahead, we expect the net income from operations to
continue to grow in 2003.  We expect to report a profit for the
year with Club Licensing revenues projected to show double-digit
growth in the 3rd and 4th quarters as a result of the continued
cash generating power of SCORES SHOWROOM in New York City. SCORES
SHOWROOM is expected to generate $500,000 in licensing fees for
the Company in the 3rd and 4th quarters.  We believe that the
opening of SCORES CHICAGO and SCORES WEST in the 4th quarter could
generate an additional $150,000 to $200,000 in quarterly licensing
fees to the Company."

The Company owns the brand and intellectual property associated
with the "SCORES" trademark, which is the most recognizable name
in adult nightclub entertainment.  Since our recent restructuring
our new business strategy will be to focus our efforts to actively
market the "SCORES" brand name in order to take full commercial
advantage of the name and its recognition value.  The company will
continue to seek, through Entertainment Management Services Inc.
our Master Licensee, to generate revenue by granting licenses to
use the "SCORES" brand name to adult entertainment nightclubs.  We
will also shift our focus to take advantage of merchandising
opportunities as well as opportunities in other media outlets.

On March 31, 2003, we entered into a Master License Agreement with
Entertainment Management Systems, Inc.  The Master License grants
to EMS the exclusive worldwide license to use and to grant
sublicenses to use the "SCORES" trademarks in connection with the
ownership and operation of upscale, adult-entertainment cabaret
night clubs/restaurants and for the sale of merchandise by such
establishments.  Merchandise must relate to the nightclub that
sells it, and may be sold at the nightclub, on an internet site
maintained by the nightclub, by mail order and by catalogue.
The term of the Master License is twenty years.  EMS has the
option to renew the Master License for six consecutive five-year
terms.  We will receive royalties equal to 4.99% of the gross
revenues of all sublicensed clubs that are controlled by EMS.
Sublicenses are currently in effect with three adult nightclubs,
SCORES SHOWROOM in New York City, SCORES WEST in New York City and
SCORES CHICAGO.


SEQUOIA MORTGAGE: Fitch Rates Class B-4 & B-5 Notes at BB/B
-----------------------------------------------------------
Sequoia Mortgage Trust 2003-5 mortgage pass-through certificates
are rated by Fitch Ratings as follows:

     -- $825,205,100 classes A-1, A-2, X-1A, X-1B, X-2, X-B & A-R
        'AAA';

     -- $15,043,000 class B-1 'AA';

     -- $6,447,000 class B-2 'A';

     -- $6,017,000 class B-3 'BBB';

     -- $2,149,000 class B-4 'BB';

     -- $1,289,000 class B-5 'B'.

The class B-6 ($3,439,209) certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4%
subordination provided by the 1.75% class B-1, 0.75% class B-2,
0.70% class B-3 and 0.25% privately offered class B-4, 0.15%
privately offered class B-5 and 0.40% privately offered class B-6
certificates. Classes B-1, B-2, B-3, B-4, and B-5 are rated 'AA',
'A', 'BBB', 'BB' and 'B', respectively, based on their respective
subordination.

The trust consists of two cross-collateralized groups of
adjustable-rate mortgage loans, designated as Group 1 loans and
Group 2 loans, with an aggregate principal balance of
$859,589,309.

The Group 1 loans consist of 1,884 fully amortizing 25- and 30-
year adjustable-rate mortgage loans secured by first liens on one-
to four-family residential properties, with an aggregate principal
balance of $703,745,700. All of the loans have interest only terms
of either five or ten years, with principal and interest payments
beginning thereafter. The borrowers' interest rates adjust monthly
based on the one-month LIBOR rate plus a margin (13.31% of the
loan group), or semiannually based on the six-month LIBOR rate
plus a margin (86.69% of the loan group). Greenpoint Mortgage
Funding, Inc., Morgan Stanley Dean Witter Credit Corporation, Bank
of America, N.A., and Cendant Mortgage Corporation, originated
64.45%, 23.07%, 8.77%, and 3.72% of the Group 1 mortgage loans,
respectively.

The Group 1 mortgage loans have an average principal balance of
$373,538, a weighted average original loan-to-value ratio of
67.80%, and a weighted average FICO of 734. Rate/term refinance
and cash-out refinance loans represent 43.74% and 27.81% of the
loan pool, respectively. Of the Group 1 loans, 7.39% consists of
second homes and 1.74% consists of investment properties. The
three states with the largest concentration of mortgage loans are
California (32.47%), Florida (9.98%) and Georgia (5.28%).

The Group 2 loans consist of 406 fully amortizing 25- and 30-year
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties, with an aggregate principal
balance of $155,843,609. All of the loans have interest only terms
of either five or ten years, with principal and interest payments
beginning thereafter. All of the borrowers' interest rates adjust
semiannually based on the six-month LIBOR rate plus a margin.
Greenpoint Mortgage Funding, Inc., Morgan Stanley Dean Witter
Credit Corporation, Bank of America, N.A., and Cendant Mortgage
Corporation originated 64.01%, 22.49%, 9.18% and 4.32% of the
Group 2 mortgage loans, respectively.

The Group 2 mortgage loans have an average principal balance of
$383,851 a weighted average OLTV of 68.07%, and a weighted average
FICO of 732. Rate/term refinance and cash-out refinance loans
represent 42.14% and 27.46% of the loan pool, respectively. Of the
Group 2 loans, 7.77% consists of second homes and 1.61% consists
of investment properties. The four states with the largest
concentration of mortgage loans are California (30.47%), Florida
(10.25%), Texas (5.38%) and Arizona (5.35%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly-owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders. For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits. HSBC Bank USA will act
as trustee.


SHOLODGE INC: Second Quarter Results Reflect Weaker Performance
---------------------------------------------------------------
ShoLodge, Inc. (Nasdaq: LODG) (S&P, CCC Corporate Credit Rating)
announced results for its second quarter and 28-week period ended
July 13, 2003.

Total operating revenues for the second quarter of 2003 were $9.9
million compared with $4.2 million in the second quarter a year
ago. The Company reported losses from continuing operations for
the second quarter of 2003 of $1.2 million, compared with earnings
of $1.1 million in the second quarter of 2002. Net losses after
discontinued operations were $807,000 in the second quarter of
2003, compared with net earnings of $1.3 million in the same
period last year. Included in the second quarter 2002 results was
an arbitration award of $8.9 million, partially offset by write-
offs of goodwill, franchise and trademark costs totaling $6.8
million.

For the second quarter of 2003, total revenues from hotel
operations were $2.5 million compared with $1.2 million in the
second quarter of 2002. Revenue per available room (RevPAR) for
the six hotels included in continuing operations was $41.83 in the
second quarter of 2003 compared with $41.10 in the second quarter
of last year. The six hotels include five AmeriSuites hotels and
one GuestHouse Inn.

The Company sold or transferred seven hotels in 2002 and decided
in the first quarter of this year to sell an additional five
hotels. The Company also acquired one hotel in the second quarter
of 2003 with the intention to resell it. The effects of these
transactions are reflected in discontinued operations.

Total operating revenues for the 28 weeks ended July 13, 2003 were
$17.4 million compared with $11.5 million in the same period of
2002. The Company reported earnings from continuing operations of
$1.4 million, compared with earnings of $150,000 in the
prior-year period. Net losses after discontinued operations were
$348,000 in the first two quarters of 2003, compared with net
earnings of $246,000 in the first two quarters of 2002.

For the first two quarters of 2003, total revenues from hotel
operations were $4.2 million compared with $2.2 million in the
first two quarters of 2002. Revenue per available room for the six
hotels included in continuing operations was $39.19 in the first
two quarters of 2003 compared with $39.47 in the first two
quarters of last year.

The Company reported lease abandonment income of $5.3 million in
the first quarter of 2003 due to the abandonment of the lease of
three AmeriSuites hotels by the lessee in April. ShoLodge resumed
the operation of these three hotels on April 5, 2003.

Leon Moore, chief executive officer of ShoLodge, said, "Over the
past year we have been focused on converting both Company-owned
and franchised Shoney's Inns & Suites to the GuestHouse brand.
Upon completion of this conversion, we will have approximately 108
franchised hotels with the same brand name, further enhancing our
presence in the marketplace. Our primary objective is to continue
to address the needs of individual properties while maintaining
the integrity of the GuestHouse name in ways that will enhance the
value and success of each hotel.

"Our proprietary central reservation system, InnLink, continues to
be a key driver of our growth. Over the past year we have
significantly increased the number of hotels and resort properties
served by InnLink, one of the most technologically advanced and
operationally efficient central reservation service providers in
the lodging industry. As of the end of the second quarter of 2003,
InnLink served a total of 819 lodging facilities, compared with
620 a year ago. Our strategy for the remainder of 2003 continues
to be focused on our franchising efforts and the expansion of our
reservation services, as well as identifying attractive
opportunities to develop hotels for third parties. As always, our
goal is to turn these strategic opportunities into greater value
for our stockholders."


SIEBEL SYSTEMS: Adopts New Corporate Governance Initiatives
-----------------------------------------------------------
Siebel Systems, Inc. (Nasdaq: SEBL) announced the settlement of a
derivative lawsuit and the adoption of a set of corporate
governance initiatives which it believes represent new best
practices in corporate governance, compensation, and disclosure
practices.

Siebel Systems has a long track record of strong corporate
governance principles. These principles include comprehensive
disclosure policies, transparent accounting practices, a strong
independent board of directors, and adherence to high ethical and
legal standards. Nevertheless, Siebel Systems announced a broad
set of new measures, including the following:

-- Adding a new member to its Board of Directors, to be nominated
   for election at the company's next annual stockholders meeting.

-- Creating and disclosing more specific criteria for the
   selection of future directors.

-- Expanding the size of the Compensation Committee of the Board
   of Directors.

-- Ensuring that the Compensation Committee is comprised solely
   of independent directors.

-- Expanding the size of the Nominating and Corporate Governance
   Committee of the Board of Directors.

-- Limiting the compensation of directors to a pre-set level that
   has been disclosed in advance to shareholders.

-- Providing advance disclosure of the date on which directors
   will receive stock options.

-- Providing annual disclosure of the value of options granted to
   directors and the company's five highest paid employees.

-- Providing shareholders with more specific criteria used by the
   Compensation Committee in determining compensation awards to
   executives, directors, and employees.

The measures announced were met with strong approval by Siebel
shareholders. "We are enormously pleased that Siebel Systems and
its board understand the paramount importance of corporate
governance as a means of protecting shareholder interests," said
Tommy Reeves, General Counsel of the Teachers' Retirement System
of Louisiana. "The new governance protocols represent changes that
we believe should serve as a model for other companies." Siebel
Systems decided to adopt these measures in connection with today's
settlement of TRSL's derivative lawsuit, which provided Siebel
Systems with an opportunity to further strengthen its corporate
governance procedures in response to recent regulatory and
corporate governance changes. As part of the settlement, the
company has agreed not to oppose the application to the court by
TRSL's attorneys for reimbursement of their legal fees in
connection with the lawsuit, not to exceed $900,000. The
settlement is subject to court approval.

Siebel Systems, Inc., (S&P, BB Corporate Credit and B+
Subordinated Ratings), is a leading provider of eBusiness
applications software, enabling corporations to sell to, market
to, and serve customers across multiple channels and lines of
business. With more than 3,500 customer deployments worldwide,
Siebel Systems provides organizations with a proven set of
industry-specific best practices, CRM applications, and business
processes, empowering them to consistently deliver superior
customer experiences and establish more profitable customer
relationships. Siebel Systems' sales and service facilities are
located in more than 28 countries.


SILICON GRAPHICS: Takes Additional Initiatives to Lower Costs
-------------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) is implementing additional
actions to lower costs and intensify focus on new High-Performance
Computing, Storage and Visualization products. The steps include
staff reductions that will bring costs in line with revenue
targets for fiscal year 2004. The organizational realignment
concentrates resources on developing products exhibiting the
greatest growth potential, which include new open source and
standards-based elements. The company continues its focus on
meeting the unique and demanding needs of technical market
customers.

Approximately 600 positions in specific areas will be eliminated
in the restructuring. Together with the elimination of
approximately 400 positions announced in May 2003, the company's
headcount has been reduced by approximately 25% over two quarters.
Beginning in the December quarter, the combined effect of these
reductions is expected to reduce quarterly GAAP operating expenses
to approximately $100 million, with additional reductions in costs
of sales. This should enable the company to breakeven at the
operating profit level at $235 to $240 million in quarterly
revenues, based on currently expected gross margins. SGI plans to
record a charge of approximately $20 million relating to this
restructuring activity. This charge will principally consist of
severance costs paid over the next several months, and as a result
does not represent a significant incremental cash expenditure.

"Having made significant product announcements in the last two
quarters, we are now in a position to take bold and aggressive
steps to improve our core financials" said Bob Bishop, Chairman
and CEO of Silicon Graphics. "[Wednes]day's announcement reflects
SGI's determination to reduce its breakeven point in a tight
economy."

The company has experienced early success with its Linux-based SGI
Altix(TM) line of superclusters and servers, as well as an
increase in the adoption of its InfiniteStorage solutions. In
July, it heralded a new generation of advanced visualization with
the introduction of Silicon Graphics(R) Onyx4(TM) and Silicon
Graphics Tezro(TM) systems. Moving forward, the company has
decided to concentrate more of its next-generation R&D efforts on
products based on the Linux operating system and Intel Itanium(R)
2 processors for general purpose technical computing. Future
efforts involving MIPS(R) microprocessors and the IRIX(R)
operating system will focus on systems for those customers who
demand unique, high-value capabilities. Today, the Origin(R) 3000
line of supercomputing servers is at the heart of specialized
applications such as satellite ground stations, weather prediction
and real-time simulation; while Onyx(R) visualization systems are
used for entertainment special effects, oil reservoir simulation
and large model visualization in the automotive industry.

SGI recently announced that it would soon consolidate its Mountain
View-based corporate headquarters into a smaller adjacent facility
as part of its cost reduction efforts.

SGI, also known as Silicon Graphics, Inc., is the world's leader
in high-performance computing, visualization and storage. SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century. Whether
it's sharing images to aid in brain surgery, finding oil more
efficiently, studying global climate or enabling the transition
from analog to digital broadcasting, SGI is dedicated to
addressing the next class of challenges for scientific,
engineering and creative users. SGI was named on FORTUNE
magazine's 2003 list of "Top 100 Companies to Work For." With
offices worldwide, the company is headquartered in Mountain View,
Calif., and can be found on the Web at http://www.sgi.com

At June 28, 2003, SGI's balance sheet shows a total shareholders'
equity deficit of about $178 million.


SONTRA MEDICAL: Continues Listing on Nasdaq SmallCap Market
-----------------------------------------------------------
Sontra Medical Corporation's (Nasdaq SC: SONT) Common Stock will
continue to be listed on The Nasdaq SmallCap Market pursuant to a
conditional exception from Nasdaq's minimum $2.5 million
stockholders' equity requirement for continued listing set forth
in Marketplace Rule 4310(C)(2)(B). A Listings Qualifications Panel
granted the conditional exception after a hearing held on July 31,
2003. On June 18, 2003, Sontra received a letter from Nasdaq
stating it had failed to comply with the minimum $2.5 million
stockholders' equity requirement for continued listing and that as
a result, its Common Stock is subject to delisting from The Nasdaq
SmallCap Market. As of June 30, 2003, the Company's stockholders'
equity was $58,803.

The exception received from Nasdaq is subject to certain
conditions. The Company will be required to file with the
Securities and Exchange Commission, on or before October 15, 2003,
a balance sheet no older than 45 days prior to the filing
evidencing stockholders' equity of at least $2.5 million. In
addition, the Company will be required to timely file its Form 10-
QSB for the third quarter of 2003 showing stockholders' equity of
at least $2.5 million as of September 30, 2003. The Company will
also be required to submit to Nasdaq, on or before January 30,
2004, an unaudited balance sheet and income statement for the
fiscal year ending December 31, 2003 evidencing stockholders'
equity of at least $2.5 million. Finally, the Company will be
required to timely file its Form 10-KSB for fiscal 2003 showing
stockholders' equity of at least $2.5 million as of December 31,
2003. Provided that the Company is deemed to meet each of the
conditions on a timely basis, the Common Stock will remain listed
on The Nasdaq SmallCap Market. In the event that the Company fails
to meet any of the conditions, the Common Stock will be delisted
from Nasdaq.

In addition, effective at the opening of business on August 27,
2003, and continuing for the duration of the exception, the
Company's Common Stock will trade under the symbol SONTC.

Sontra Medical Corporation -- http://www.sontra.com-- is the
pioneer of SonoPrep(R), a non-invasive ultrasound-mediated skin
permeation technology that enables transdermal diagnosis and drug
delivery. Sontra's products under development include: the
Symphony(TM) Diabetes Management System for continuous non-
invasive glucose monitoring; a rapid onset (less than 5 minutes)
topical anesthetic delivery system; a skin preparation system to
improve electrophysiology tests and the use of SonoPrep(R) for the
transdermal delivery of large molecule drugs and
biopharmaceuticals.

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

"[O]n an historical basis, we have financed our operations, since
the inception of SMI, primarily through private sales of preferred
stock, the issuance of convertible promissory notes, and the cash
received in connection with the Merger. As of June 30, 2003, we
had approximately $675,000 of cash and cash equivalents and our
current liabilities exceeded our current assets by $405,000. We
will need an immediate infusion of cash to sustain our operations.
We are actively seeking to procure additional financing or
investment, or strategic investment, adequate to fund our ongoing
operations. If we are not able to raise substantial additional
capital before September 30, 2003, via a private financing or
investment, strategic partnership or otherwise, we will not be
able to continue our operations. The uncertainty related to
procuring additional financing caused our auditor, in their audit
report on the financial statements for the year ended December 31,
2002, to raise substantial doubt about our ability to continue as
a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

"Net cash used in operating activities was $1,348,000 for the six
months ended June 30, 2003. The net loss for the six months ended
June 30, 2003 was $2,012,000 and included in this loss were non-
cash expenses of $87,000 for depreciation and amortization and a
$52,000 non-cash expense for stock compensation. Also, an increase
in accounts payable provided $408,000 of operating cash.

"Net cash used in investing activities was $219,000 for the six
months ended June 30, 2003. Purchases of property and equipment,
primarily related to the build-out of the Company's new office
space, used $206,000 of cash. There was a $49,000 increase in
restricted cash due to cash collateralizing a letter of credit
related to the new office space partially offset by a decrease in
long term assets of $32,000 representing the return of the deposit
on the Company's former office space.

"As discussed above, as of June 30, 2003 we had an accumulated
deficit of $17,555,000 from an historical accounting perspective.
Our current liabilities at June 30, 2003 exceeded our current
assets by $405,000. We will need an immediate infusion of cash to
sustain our operations. We have recently reduced our headcount and
are implementing other cost reductions and are actively seeking to
procure additional financing or investment, or strategic
investment, adequate to fund our ongoing operations. If we are not
able to raise substantial additional capital by September 30, 2003
we will not be able to continue our operations. Even if we obtain
funding sufficient to continue functioning as a going concern
beyond September 30, 2003, we will be required to raise a
substantial amount of capital in the future in order to reach
profitability and to complete the commercialization of our
products. Our ability to fund these future capital requirements
will depend on many factors, including the following:

- our ability to obtain funding from third parties, including
  any future collaborative partners;

- our progress on research and development programs and pre-
  clinical and clinical trials;

- the time and costs required to gain regulatory approvals;

- the costs of manufacturing, marketing and distributing our
  products, if successfully developed and approved;

- the costs of filing, prosecuting and enforcing patents, patent
  applications, patent claims and trademarks;

- the status of competing products; and

- the market acceptance and third-party reimbursement of our
  products, if successfully developed and approved."


SR TELECOM: Netro Shareholders Approve Acquisition by SR Telecom
----------------------------------------------------------------
SR Telecom Inc. (TSX: SRX) announced that Netro Corporation's
(Nasdaq: NTRO) stockholders approved and adopted the proposed
agreement and plan of merger with SR Telecom at a Special Meeting
held today. Holders of 73.4% of the outstanding shares of Netro
Common Stock voted in favor of the transaction.

The closing of the transaction, is contingent upon other customary
closing conditions and the formal declaration by Netro's board of
directors of an aggregate US$100 million dividend, is expected to
occur on September 4, 2003. Only Netro stockholders of record as
of the close of business on September 4, 2003 will be entitled to
receive the merger consideration of SR Telecom Common Shares and
the cash dividend.

On Monday, August 25, 2003, SR Telecom shareholders voted to
approve a consolidation of its issued Common Shares and stock
options outstanding, resulting in a share price that meets the
initial listing requirements of the Nasdaq National Market, one of
the conditions to closing the acquisition of and merger with
Netro. SR Telecom's shares expect to begin trading on Nasdaq
(symbol: SRXA) on a post-consolidation basis on September 3, 2003.

"The merger with Netro will be an important event in the evolution
of SR Telecom, and we look forward to welcoming our new
shareholders," said Pierre St-Arnaud, President and Chief
Executive Officer, SR Telecom. "With our significantly enhanced
product portfolio, we now look forward to competing for new
contracts within our existing customer base and solidifying our
leadership position in the fixed wireless access market."

Netro stockholders will receive a dividend payout of US$100
million paid by Netro. SR Telecom will issue 41.5 million Common
Shares (approximately 40% of SR Telecom's outstanding Common
Shares), to be adjusted to reflect the previously announced
reverse stock split, to Netro stockholders of record on
September 4, 2003.

    SR Telecom second quarter results Conference Call Details

SR Telecom will host a conference call today at 10:00 AM Eastern
Daylight Saving Time to discuss its Q2 2003 results and update
investors on operating progress. SR Telecom President & CEO Pierre
St-Arnaud and Chief Financial Officer David Adams will host the
conference call, which will include a question and answer session.
Investors, analysts and media wishing to participate in this call
may dial (514) 807-8791 (Montreal and overseas) or (800) 814-3911
(elsewhere in North America) fifteen minutes prior to the start
time. For those who are unable to listen to the call live, a
replay will be available from 12:00 PM August 29 until 11:59 PM
September 5 at (877) 289-8525 (passcode 21014307(pound key)). A
live and archived audio webcast of the call will also be available
online at: http://www.srtelecom.com

Netro Corporation is a leading provider of fixed broadband
wireless systems used by telecommunications service providers to
deliver voice and high-speed data services for access and mobile
infrastructure applications to customers worldwide. Netro offers a
broad range of low and high frequency products for business and
residential, access and mobile infrastructure needs, with a wide
set of licensed frequencies for point-to-multipoint: 1.9 - 39 GHz.
The Company's AirStar and Angel products have an impressive track
record of performance and stability worldwide.

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.


SSP SOLUTIONS: Fails to Comply with Nasdaq Listing Requirements
---------------------------------------------------------------
SSP Solutions Inc. (Nasdaq:SSPX) a leading provider of identity
and information assurance products and services, received a Nasdaq
Staff Determination on August 20, 2003 indicating that the Company
failed to comply with Nasdaq's independent director and audit
committee composition requirements, as set forth in Nasdaq
MarketPlace Rules 4350(C) and 4350(d)(2)(A), and that its
securities are, therefore, subject to delisting from The Nasdaq
National Market.

The Company has submitted a written response to the staff
determination outlining the Company's current plans for compliance
with independent director requirements through the appointment of
directors from an investment group that is in the process of
funding a new financial package. The Company is awaiting further
determination from the Nasdaq Listing Qualifications Panel. There
can be no assurance the Panel will grant the Company's request for
continued listing.

Further, the quantitative listing standards of The Nasdaq National
Market require, among other things, that listed companies maintain
a minimum bid price of $1.00. In November 2002, we received a
notice from Nasdaq indicating that our common stock had failed to
maintain the required minimum bid price of $1.00 for the last 30
consecutive trading days and that, therefore, we had until
February 20, 2003 to regain compliance with that requirement. We
did not timely regain compliance with that requirement. In March
2003, we received a notice from Nasdaq that the period to regain
compliance with the $1.00 minimum bid price had been extended an
additional 90 days, through May 21, 2003. On May 22, 2003, we
received a Nasdaq staff determination that we failed to timely
regain compliance with the minimum bid price requirement and that
our stock was subject to delisting. We appealed the staff's
determination to a listing qualifications panel for consideration.
On August 14, 2003, we received the findings of the panel, which
allowed us through October 31, 2003 to evidence a closing bid
price of at least $1.00 per share for 10 consecutive trading days
for any time period prior to October 31, 2003 thereby meeting
Nasdaq's minimum bid requirement for continued Nasdaq National
Market listing. Should the bid price of the Company's stock not
meet the minimum requirement by October 31, 2003, the extended
time period would give us time to implement a reverse stock split,
should we decide it was necessary to do so, with the requirement
to have a closing bid price immediately thereafter of at least
$1.00 per share.

If we do not timely regain compliance with the bid price
requirements, whether through a reverse stock split (which we are
considering, but have not made a decision about) or otherwise, we
may be permitted to submit an application to transfer the listing
of our common stock to The Nasdaq SmallCap Market if we satisfy
the continued inclusion requirements for The Nasdaq SmallCap
Market, including the independent director and audit committee
composition requirements described above. The successful transfer
of the listing of our common stock to The Nasdaq SmallCap Market
would make available an extended grace period for the minimum
$1.00 bid price requirement and would make available an additional
180 calendar day grace period if we meet the initial listing
criteria for The Nasdaq SmallCap Market.

SSP Solutions Inc. and SSP-Litronic design and develop innovative
data and communication security solutions for both corporate and
government institutions. Our solutions meet the performance and
security requirements of today's demanding PKI based Information
Assurance based environments. We provide network security, desktop
protection, and high assurance messaging systems for many
organizations of the U.S. Government. For more information, visit
http://www.sspsolutions.com/

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

"At June 30, 2003, the Company had deficit working capital of
$8,084,000 and the Company incurred a loss from operations for the
three months then ended. The Company expects to continue to incur
substantial additional losses in 2003. Given the June 30, 2003
cash balance and the projected operating cash requirements, the
Company anticipates that existing capital resources will not be
adequate to satisfy cash flow requirements through December 31,
2003. The Company will require additional funding. The Company's
cash flow estimates are based upon achieving certain levels of
sales, reductions in operating expenses and liquidity available
under its accounts receivable financing and new debt and/or equity
financing. During 2002 and through June 30, 2003, the Company
incurred defaults, other than for the payment of principal and
interest, under both the Company's accounts receivable financing
and the Company's long-term convertible notes. The Company was not
able to obtain waivers for defaults on the long-term convertible
notes and has therefore classified such notes as short-term on the
balance sheets as of December 31, 2002 and June 30, 2003. The
Company does not expect future fixed obligations to be paid from
operations, and the Company intends to satisfy fixed obligations
from additional financings, use of the accounts receivable
financing, extending vendor payments and issuing stock as payment
on obligations.

"Ultimately, the Company's ability to continue as a going concern
is dependent upon its ability to successfully launch its new
products, grow revenue, attain operating efficiencies, sustain a
profitable level of operations and attract new sources of capital.

"The Company continues to evaluate additional financing options
and may therefore attempt to raise capital, from time to time,
through equity or debt financings in order to capitalize on
business opportunities and market conditions and to insure the
continued marketing of current product offerings together with
development of new technology, products and services. There can be
no assurance that the Company can raise additional financing in
the future.

"Based upon forecasted sales and expense levels, the Company
currently anticipates that existing cash, cash equivalents,
investments, term-out arrangements with vendors and the current
availability under our BVF factoring agreement will not be
sufficient to satisfy Company contemplated cash requirements
through December 31, 2003. To continue operations the Company must
obtain additional financing. The Company has incurred defaults
under its financing agreements in the past. The BVF agreement
states among other things that a default occurs if the Company is
generally not paying debts as they become due or if the Company is
left with unreasonably small capital. The Company has notified BVF
of its failure to make certain payments on a timely basis and has
requested but has not received a waiver of such default. The
Company therefore may not be able to draw funds in the future,
which would affect the Company's ability to fund its operations.
Additionally, without a substantial increase in sales or a
reduction in expenses, the Company will continue to incur net
losses."


STAR ONE CHOICE: Moody's Pulls B3 Senior Secured Debt Rating
------------------------------------------------------------
Star One Choice Communications Inc. redeemed its $150 million
senior secured debt pursuant to a call option effective
August 21, 2003. Subsequently, Moody's withdrew its B3 rating on
the debt.

Star Choice Communications Inc., based in Alberta, Canada, is an
indirect subsidiary of Shaw Communications Inc. The company is a
direct-to-home satellite company.


SUN CITY INDUSTRIES: Hires Michael F. Cronin as New Accountant
--------------------------------------------------------------
Sun City Industries, Inc., a Delaware corporation, was
incorporated in Delaware in 1961 as Sun City Dairy Products, Inc.
and changed its name to Sun City Industries, Inc. in 1969. The
Company originally registered its shares of common stock under the
Exchange Act in 1994. The Company has been delinquent in filing
its periodic reports under the Exchange Act since 1998 due to the
bankruptcy in 1998.

In February 1998, the Company and its subsidiaries filed a
petition for Relief and Reorganization under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Florida (case no. 98-20679). In March 1998, the
bankruptcy proceedings were converted to Chapter 7 for liquidation
of the Company's business. As a result of the conversion of the
Company's reorganization to Chapter 7, the Company's properties
were transferred to a United States Trustee on April 9, 1998 and
the Company terminated its business operations. During 1998, the
Bankruptcy Trustee had disposed of substantially all of the assets
of the Company and its subsidiaries. On March 5, 2003, the Trustee
for the Estate of Sun City Industries, Inc. in proceedings under
Chapter 7 of US Bankruptcy Code and Glenin Bay Equity LLC a
Florida limited liability company entered into a contract for the
purchase and sale of the Sun City Industries, Inc. corporate
shell. On June 27, 2003, the U.S. Bankruptcy Court completed the
sale of the Sun City corporate entity.

On June 27, 2003, the U.S. Bankruptcy Court completed the sale of
the Company and authorized a change in control to Glenin Bay
Equity LLC. The court order that authorized the sale provided that
the the Company was free and clear of liens, claims and
encumbrances pursuant to 11 USC Section 363(f) and that the sale
was free and clear of any and all real or personal property
interests, including any interests in Sun City subsidiaries. The
court order also provided for an integrated plan of capital
restructuring and reorganization with respect to the continuing
existence of the corporation in connection with the Glenin Bay
transaction, and that: (i) any former directors of the Company
were deemed removed from office; (ii) Glenin Bay, as purchaser,
was authorized to appoint a single and sole member to the
Company's Board of Directors; (iii) the Company was authorized to
amend the Company's Certificate of Incorporation to increase the
number of authorized shares to 90,000,000 shares and to decrease
the par value of the Company's common stock from $0.10 to $0.001;
(iv) the Company was authorized to issue up to 1,000,000 shares of
common stock, par value $0.001 to the new management of the
Company, who was appointed by the newly-constituted Board of
Directors; (v) to implement a 1-for-100 reverse split with
resulting odd lots and fractions rounded up to the next whole 100
shares; (vi) to cancel and extinguish all common share conversion
rights of any kind, including without limitation, warrants,
options, convertible bonds, other convertible debt instruments and
convertible preferred stocks; (vii) to cancel and extinguish all
preferred shares of every series and accompanying conversion
rights of any kind including, without limitation, warrants,
options, convertible bonds, and other convertible debt instruments
with respect to any preferred shares.

In connection with the change in control in June 2003, Michael F.
Manion became the sole officer and director on June 27, 2003.

Mr. Manion has paid for the benefit of the Company a total of
approximately $36,500, which monies have been applied principally
to pay expenses, including accounting fees, reinstatement fees,
and legal and professional fees related to the preparation and
filing of the Company's past due reports under the Exchange Act.
These filings are intended to permit it to become again current
under the reporting requirements of the Exchange Act. While the
Company is dependent upon limited interim payments made on behalf
of the Company by Mr. Manion to pay professional fees, it has no
written finance agreement with Mr. Manion to provide any continued
funding.

The Company filed with the State of Delaware a Certificate of
Renewal, Restoration and Revival of Certificate of Incorporation,
executed by Michael F. Manion, the new sole director and officer
of the Company.

Michael F. Manion, 53, has been President and Sole Director of Sun
City Industries, Inc. since the entry of the Court Order in the US
Federal Bankruptcy Court Southern District of Florida authorizing
the purchase of and the equity  restructuring of Sun City
Industries, Inc. by Glenin Bay Equity LLC. Mr. Manion has
experience in evaluating and analyzing bankrupt public
corporations as potential candidates for a plan of restoration
whereby the compliance and reporting deficiencies of potential
candidate corporations may be subject to being remedied and such
entities become current under the Exchange Act. He was one of the
directors of Enchanted Village Inc. while a plan of restoration
for that bankrupt corporation was initiated. Following the
shareholder meeting of Enchanted Village, Mr. Manion resigned as a
director. Since March 2001 Mr. Manion has been an entrepreneur
developing a database of publicly held corporations that have
declared bankruptcy. He is a cum laude graduate of the Wharton
School of Business at the University of Pennsylvania.

The Company's new Board authorized the engagement of Michael F.
Cronin, Certified Public Accountant, 1574 Eagle Nest Circle,
Winter Springs, FL 32708 to serve as the Company's new independent
public accountant for the purpose of auditing the Company's
financial statements. It is the Company's intention to file
reports under the Exchange Act and to seek to become current in
its filing obligations under the Exchange Act.


SWIFT & COMPANY: Reports Strong Year-End Cash Position
------------------------------------------------------
Swift & Company reported that in the 249 days ended May 25, 2003,
it reduced debt by $71.7 million and ended the fiscal year with
$64.9 million in cash on its balance sheet.

"We are pleased to report excellent results in our business for
the fiscal year ended May 25, 2003," said John Simons, president
and CEO of Swift & Company. He noted that company performance
exceeded expectations in several key areas:

-- debt was reduced ahead of schedule by $71.7 million

-- fiscal year-end cash balance increased to $64.9 million

-- interest expense was reduced as a result of the accelerated
   debt reduction

-- the transition to a stand-alone back office system was
   implemented under budget and ahead of schedule

-- employee turnover was reduced by 22.5%

-- an independently conducted employee opinion survey ranked Swift
   above the norm in employee satisfaction for food manufacturing
   companies

"We also continue to execute on the goals we outlined for our
stakeholders," said Simons. "For instance, we said that last
year's recall would not result in significant losses of customers
or negatively affect performance, and we have delivered on that
commitment. We continue to focus on the business model we publicly
described last fall -- one of a non-vertically integrated, three-
segment diversified protein processing business that operates in
all U.S. distribution channels and has a significant focus on the
international and foodservice market segments. Our industry-
leading Australian beef business continues to provide us with
global diversification and a strong platform for continued growth
in the Pacific Rim marketplace."

                     Consolidated Results

Swift & Company reported fourth quarter 2003 net sales of $2.183
billion and net income of $18.5 million versus prior year fourth
quarter net sales of $2.147 billion and net income of $23.1
million for the predecessor entity. Fourth quarter 2003 Earnings
Before Income Taxes, Depreciation and Amortization increased 21%
to $62.0 million compared to $51.4 million on a pro forma basis.

For the 249 days ended May 25, 2003, net sales were $5.739 billion
with net income of $39.3 million. The fourth quarter and fiscal
year 2003 results were favorably impacted by a gain of $21.2
million ($13.2 million net of tax) related to an insurance
settlement arising from a December 2000 fire at the company's
former Garden City, Kansas, beef processing plant.

Pro forma(1) net sales for the fiscal year ended May 25, 2003,
were $8.380 billion compared to pro forma fiscal 2002 net sales of
$8.447 billion(2). Fiscal 2003 pro forma EBITDA was $244.3
million, which included the favorable impact of the insurance
settlement, and was up 10% over pro forma fiscal 2002.

                      Segment Information

Swift & Company is organized into three reportable business
segments, Swift Beef, Swift Pork and Swift Australia. All fiscal
2003 numbers are pro forma compared to fiscal 2002 numbers, which
are on a predecessor basis.

                          Swift Beef

Fourth quarter net sales of $1.453 billion were comparable to
those reported last year. Fourth quarter operating income of $0.3
million was $1.0 million better than last year primarily due to
improved product mix.

Fiscal 2003 net sales of $5.662 billion as compared to fiscal 2002
net sales of $5.713 billion were relatively flat. Operating income
for fiscal 2003 of $39.7 million was $20.0 million lower than
fiscal 2002, primarily reflecting increased labor and other in-
plant costs, higher selling, general and administrative costs
largely related to an increase in the allowance for doubtful
accounts as a result of a customer bankruptcy, and additional
costs associated with becoming a stand-alone company.

                         Swift Pork

Fourth quarter 2003 net sales were $415.5 million and operating
income was $18.3 million, compared to 2002 net sales of $424.7
million and operating income of $21.6 million. The decreases
primarily reflect a decline in average sales prices, partially
offset by volume increases.

Fiscal 2003 pork net sales of $1.576 billion were down compared to
the prior year net sales of $1.712 billion, reflecting a 10%
decline in average sales prices, partially offset by volume
increases. Current fiscal year operating income was $61.1 million
compared to $83.5 million last year. The $22.4 million decline in
pork segment operating income reflected market declines coupled
with a 4.4% increase in per unit plant costs.

                       Swift Australia

Fiscal 2003 net sales of $1.155 billion were approximately $131
million or 13% greater than fiscal 2002 net sales of $1.024
billion. Fiscal 2003 operating income was up 38%, or $11.0
million, to $40.1 million from $29.1 million in 2002.

Fourth quarter 2003 net sales were $320.0 million and operating
income was $2.6 million versus net sales of $254.3 million and
operating income of $15.5 million in fourth quarter 2002. The
decrease in operating income primarily reflected increased
variable costs as a result of increased plant operating hours,
partially offset by higher sales margins.

                      Corporate and Other

Corporate and Other includes the following items for the
respective periods shown: the results of operations of the
businesses not acquired from the predecessor ConAgra Red Meat
Business for the fiscal year ended May 26, 2002, and the 115-day
period from May 27, 2002, through September 18, 2002; the $21.2
million gain on insurance settlement ($13.2 million net of tax)
discussed above and a gain of $9.0 million related to the
strengthening of the Australian dollar in the 249-day period from
September 19, 2002, through May 25, 2003.

                      Financial Highlights

The May 25, 2003 cash balance increased to $64.9 million after
repaying $71.7 million in debt in the 249 days ended May 25, 2003.
Capital spending, which totaled $52.8 million for the year, is
expected to increase to approximately $75 million in 2004. Major
growth capital committed for projects that began in 2003 and will
carry into 2004 includes expansion projects at Worthington,
Minnesota; Marshalltown, Iowa; Hyrum, Utah; Greeley, Colorado, and
Dinmore, Australia. Each of these projects meets the company's
criteria for a two-year or faster payback for growth capital.

"In the nine months since Swift & Company was created, we have
successfully transitioned to a stand-alone company, repaid in
excess of $71 million of senior debt, completed the implementation
of our back office systems, successfully reorganized our domestic
business into a North American red meats company, and aligned our
strategies to focus on expanded customer and consumer
capabilities," Simons said. "We exceeded our internal financial
and operational goals for year one and are continuing our focus on
growing the company through our diversified business model."

               Value-Added, Consumer-Ready Products
             and International Sales Continue to Grow

"Swift continues to focus on growing volume in targeted products
and channels," Simons continued. "Over the past 12 months, we have
increased our sales of value-added products by 15% and consumer-
ready products, such as pork tenderloins and seasoned marinated
pork, by 8%."

Swift sees additional growth potential in the value-added products
category with the recent announcement that two new products,
"Swift Premium Grillers" and "Swift Premium Roasters," are being
distributed to nearly 300 Wal-Mart Super Centers in 11 states,
from New York to Texas. These products address consumer need for
appetizing, easy-to-prepare protein products that are case-ready
when delivered to the store.

The international channel continued to grow, reporting a 3%
percent volume increase on a last-12-month basis, driven by strong
sales in Korea, Mexico and Japan.

                          Food Safety

Simons said that Swift & Company continues to take a leadership
role in food safety. "We are the first meatpacker to implement
double hot water pasteurization in its U.S. beef plants to
minimize the presence of potentially harmful bacteria," Simons
said. "This additional process step provides an even higher degree
of effectiveness to Swift's industry-leading food safety
protocols. Swift also was the first major processor to implement a
'test and hold' protocol so product is kept under the company's
control until it passes tests for the presence of harmful bacteria
and is cleared for delivery. We also introduced irradiated beef
products at the retail level to provide customers additional
choice, and we continue to make physical and process improvements
to our meat processing plants that are designed to enhance both
food and employee safety."

          Back Office System Implementation Completed

Swift & Company also completed the transition of its own back
office computer support systems from its former parent on July 14,
2003, using PeopleSoft's suite of products. The implementation was
completed under budget and ahead of schedule. "We are extremely
pleased with the dedication, focus, and results that our back
office implementation team delivered," Simons said.

Swift & Company (S&P, BB- Corporate Credit and B+ Senior Unsecured
Debt Ratings) is one of the world's leading beef and pork
processing companies - processing, preparing, packaging,
marketing, and delivering fresh, further processed and value-added
beef and pork products to customers in the United States and in
international markets. For more information, please visit
http://www.swiftbrands.com


TENFOLD CORP: Enters VAR Agreement with Better Practices LLC
------------------------------------------------------------
TenFold Corporation (OTC Bulletin Board: TENF) provider of the
Universal Application(TM) platform for building and implementing
enterprise applications, announced a VAR Agreement with Better
Practices, LLC, a Virginia based company.

"We are very excited to begin this new business relationship with
Better Practices," said Dr. Nancy Harvey, TenFold's President and
CEO.  "This agreement gives Better Practices a strong service
differentiator, and represents another step in our growth of a
strong reseller network."

Better Practices focuses on companies where Information Technology
applications are not as robust or as modern as they should be
given today's economic conditions.  "Our development team has a
solid knowledge of the Universal Application and how it can be
used to rapidly develop web-based applications that meet our
clients' business requirements," said Michael Rainger, President
of Better Practices.  "By using a geographically dispersed
virtual team we plan to demonstrate how quickly new applications
can be brought to market, beta-tested by clients, and moved into
quiet 7x24 production."

"Better Practices is positioned to take full advantage of best-of-
breed business development technologies and choosing Universal
Application is consistent with this position," added Daniel Bare,
Chief Technology Officer for Better Practices.  "Universal
Application empowers us to quickly deliver on our customers'
requirements, which allows them to better service their own
clients in today's competitive market place."

"This agreement allows Better Practices, through use of our
Universal Application product, to quickly demonstrate the
capabilities of leading-edge technology to businesses that perhaps
have fallen behind the times and are not getting the full
productivity benefits of IT," said Jeff Walker, TenFold's founder
and Chief Technology Officer.

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

Better Practices, LLC was founded to add new capabilities to
smaller companies.  Historically, these businesses have not been
able to afford the high consulting fees of the Big 5 (now 4) for
their Information Technology needs.  They have also not been able
to afford the maintenance of unique in-house applications
development, and ongoing support.  Standard packages, in addition
to their high cost and slow modification cycles, have not met
their basic business requirements.  Better Practices, LLC fills
this niche with lower cost, user-friendly applications that meet
end-client requirements while improving internal business
efficiencies and communications.


TNP ENTERPRISES: Secures $125-Mill. Revolver from Fleet Capital
---------------------------------------------------------------
TNP Enterprises, Inc. announced that its subsidiary, First Choice
Power, has received a commitment from Fleet Capital Corporation
for a $125 million secured revolving credit facility.  First
Choice expects to close on this facility by the end of September
with the completion of loan documentation.

The three-year agreement will meet the working capital
requirements for First Choice Power currently being met through a
credit facility that expires Oct. 30, 2003.

In addition, TNP and CIBC World Markets Corp. expect to close
later this week on a $42 million "add-on" and maturity extension
to TNP's existing term loan.  TNP requested an increase in the
amount of the loan in order to provide working capital, while
replacing an existing revolving credit facility, and to provide
First Choice Power with additional capital.  The extension of the
maturity of the term loan to Dec. 31, 2006, allows for better
coordination between the issuance of securitization bonds by
Texas-New Mexico Power Company, a wholly owned subsidiary of TNP,
and the refunding of the term loans.

In 2004, TNMP will be seeking approval to issue securitized bonds
to recover stranded costs related to the sale of its power plant,
TNP One, in October of 2002.  Because the timing of the final
approval of the issuance by TNMP has not been determined, the
extension of the maturity of the term loan provides TNP and TNMP
with the flexibility to coordinate the issuance of the securitized
bonds with refunding of debt at TNMP and TNP.

Additionally, First Choice has benefited by locking in natural gas
costs during a recent decrease in gas prices.  While First Choice
had previously limited its exposure to increasing gas prices by
purchasing gas call options to hedge its customer commitments,
First Choice has sold some of these options and locked in the
price of the gas well below the capped levels of the options.
"Price to Beat" and competitively acquired customer gas
commitments for August and September, in addition to the October
price-to-beat customer requirements, have now been fixed.  Options
are still in place to cover the remaining 2003 requirements.

TNP will hold its quarterly conference call Wednesday, Sept. 3,
2003, at 1 p.m. Central Time (2:00 p.m. Eastern Time).  At this
time, company officials will review second quarter results, which
were released July 24, 2003, and will discuss the financings at
TNP Enterprises, Inc. and First Choice Power. Company officials
also will review recent power supply hedging activities during the
call.

To participate in the conference call, dial 1-800-473-8693.  For
those unable to participate on the call, a telephone replay of the
call will be available through midnight, Sept. 10, 2003, by
calling 1-800-252-6030 and entering access code 18873043.

TNP Enterprises is headquartered in Fort Worth, Texas, and is the
holding company for Texas-New Mexico Power Company and First
Choice Power.  Texas-New Mexico Power Company provides community-
based electric service to 85 cities and more than 248,000
customers in Texas and New Mexico.  Its affiliate, First Choice
Power, is a retail electric provider serving electricity consumers
in Texas.

As reported in Troubled Company Reporter's May 27, 2003 edition,
Fitch Ratings downgraded the ratings of TNP Enterprises, Inc. and
Texas New Mexico Power Company as noted below. The Rating Outlook
for both issuers is Stable.

     TNP Enterprises, Inc.:

         -- Senior secured bank facility to 'BB' from 'BB+';

         -- Senior subordinated notes to 'BB-' from 'BB';

         -- Preferred stock to 'B+' from 'BB-'.

     Texas New Mexico Power Company:

         -- Senior unsecured notes to 'BB+' from 'BBB-'.

The downgrades at TNP reflect the negative impact on
consolidated financial results from expected losses at First
Choice Power and slower than anticipated debt reduction. TNP's
wholly owned subsidiary FCP is a retail electric provider
created under Texas' restructuring legislation to provide
generation service to both price to beat and competitive
customers. Due to a significant disruption in FCP's hedging
program during 4th-quarter 2002 through March of this year, TNP
is likely to experience significant incremental purchased power
costs during 2003, although this exposure is now limited by call
options and contracts. TNMP's debt rating is downgraded based on
the constrained liquidity and reduced profits of TNP and FCP and
the financial links between TNMP and FCP. While there are
numerous challenges facing TNP and FCP, the Stable Outlook
reflects significant improvements in hedging commodity risk and
recent modifications to the parent's bank facility that reduces
the likelihood of covenant defaults.

TNP's newly assigned ratings reflect the utility holding
company's high debt leverage, constrained liquidity, and the
structural subordination of parent level debt and preferred
stock to operating company obligations.


TRANSWITCH CORP: Commences Exchange Offer for 4-1/2% Conv. Notes
----------------------------------------------------------------
TranSwitch Corporation (NASDAQ:TXCC), a leading developer and
global supplier of innovative high-speed VLSI solutions for
communications applications, commenced an offer to exchange up to
$94,143,000 aggregate principal amount of its new 5.45%
Convertible Plus Cash Notes(SM) due September 30, 2007 for up to
$114,113,000 aggregate principal amount of its currently
outstanding 4-1/2% Convertible Notes due 2005. The Company is also
offering holders of its existing notes the option to indicate
their interest to purchase for cash up to an additional
$20,000,000 of the Plus Cash Notes. The exchange offer is
scheduled to expire on September 24, 2003, unless extended.

U.S. Bancorp Piper Jaffray Inc. is serving as the dealer manager
for the exchange offer and placement agent for the new money
offering. U.S. Bank National Association is serving as the
exchange agent. A prospectus related to the exchange offer and the
new money offering, and a letter of transmittal and other
materials related to the exchange offer, are available free of
charge from the information agent, Georgeson Shareholder
Communications Inc., 17 State Street, 10th Floor, New York, New
York 10004 (800-723-8038). The prospectus related to the exchange
offer and the new money offering, and the letter of transmittal
and other materials related to the exchange offer, may also be
obtained free of charge at the Securities and Exchange
Commission's Web site at http://www.sec.gov

A tender offer statement, combined registration statement (and the
prospectus included therein), a related letter of transmittal and
other offer documents relating to these securities have been filed
with the Securities and Exchange Commission but the registration
statement has not yet become effective. These documents contain
important information that should be read carefully before any
decision is made with respect to the exchange offer or the new
money offering. These securities may not be exchanged or sold, nor
may offers to exchange or offers to buy them be accepted prior to
the time the registration statement becomes effective. This press
release shall not constitute an offer to exchange, sell, or the
solicitation of an offer to buy, the securities, nor shall there
be any offer, exchange, solicitation or sale of any securities in
any state in which such offer, exchange, solicitation or sale
would be unlawful prior to registration or qualification under the
securities law of any such state or other jurisdiction.

TranSwitch Corporation (S&P, B- Corporate Credit Rating,
Negative), headquartered in Shelton, Connecticut, is a leading
developer and global supplier of innovative high-speed VLSI
semiconductor solutions - Connectivity Engines(TM) - to original
equipment manufacturers who serve three end-markets: the Worldwide
Public Network Infrastructure, the Internet Infrastructure, and
corporate Wide Area Networks. Combining its in-depth understanding
of applicable global communication standards and its world-class
expertise in semiconductor design, TranSwitch Corporation
implements communications standards in VLSI solutions which
deliver high levels of performance. Committed to providing high-
quality products and service, TranSwitch is ISO 9001 - 2000
registered. Detailed information on TranSwitch products, news
announcements, seminars, service and support is available on
TranSwitch's home page at the World Wide Web site -
http://www.transwitch.com


TRENWICK AMERICA: Wants Okay to Hire Ashby & Geddes as Counsel
--------------------------------------------------------------
Trenwick America Corporation and its debtor-affiliates are seeking
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain Ashby & Geddes, PA as Counsel in the company's
chapter 11 cases.

By separate application, the Debtors also seek to employ and
retain Dewey Ballantine LLP as their lead counsel. Dewey
Ballantine and Ashby & Geddes will exercise their best efforts in
coordinating their services on behalf of the Debtors in order to
avoid unnecessary duplication of effort and unnecessary expense to
the Debtors' estates.

In its capacity as local counsel, Ashby & Geddes will:

     a) perform all necessary services as the Debtors' counsel,
        including, without limitation, providing the Debtors
        with advice, representing the Debtors, and preparing all
        necessary documents on behalf of the Debtors, in the
        course of business and commercial litigation, tax, debt
        restructuring, bankruptcy, asset sales and general
        corporate advice;

     b) advise the Debtors of their powers and duties as
        debtors-in-possession;

     c) take all necessary actions to protect and preserve the
        Debtors' estates during the pendency of these Chapter 11
        Cases, including prosecution of actions by the Debtors,
        the defense of any action commenced against the Debtors,
        and negotiations concerning all litigation in which the
        Debtors are involved;

     d) prepare on behalf of the Debtors, as debtors-in-
        possession, all necessary motions, applications,
        answers, orders, reports, and papers in connection with
        administration of these Chapter 11 Cases; and

     e) perform such other legal services that are desirable and
        necessary for the efficient and economic administration
        of these Chapter 11 Cases.

Christopher S. Sontchi, Esq., a member of Ashby & Geddes, reports
that the firm will bill the Debtors at their current hourly rates:

          partners                $275 to $475 per hour
          associates              $165 to $285 per hour
          paraprofessionals       $120 to $135 per hour

Trenwick America Corporation, headquartered in Stamford,
Connecticut, is a holding company for operating insurance
companies in the U.S. The Company filed for chapter 11 protection
on August 20, 2003 (Bankr. Del. Case No. 03-12635).  Christopher
S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes and Benjamin Hoch, Esq., 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.


TWINLAB CORPORATION: Secures Waiver of Loan Covenant Violation
--------------------------------------------------------------
Twinlab Corporation (OTCBB: TWLB) has obtained a waiver of its
non-compliance under the Revolving Credit Facility through
September 5, 2003.

As set forth in the Form 12b-25 filed on August 15, 2003 with the
Securities and Exchange Commission, the Company was not in
compliance with the financial covenants contained in the Revolving
Credit Facility and the mortgage agreement relating to its Utah
facility as of June 30, 2003, and in the absence of a future
extension of the waiver, the Company would cross-default under the
terms of its senior subordinated notes.

Additionally, the Company stated that its filing with the
Securities and Exchange Commission of a Quarterly Report on Form
10-Q for the period ended June 30, 2003 will be delayed as a
result of additional time required to calculate the appropriate
write down of certain of its assets to fair market value in light
of the deterioration of the Company's financial condition.

The Company has been actively engaged in negotiations to sell all
or substantially all of its business. The Company received several
non-binding letters of intent, and it is negotiating an asset
purchase agreement with one prospective acquirer. A sale is
contemplated to occur in conjunction with a filing under Chapter
11 of the U. S. bankruptcy laws. While the Company believes that
such a sale may occur in the near future, there can be no
assurance that the Company will be able to consummate such a
transaction. In addition, it is unlikely that any purchase price
for the sale of the business will exceed the aggregate principal
amount of the Company's indebtedness and, as a result, the holders
of the Company's equity may receive no value.

In the event the Company is unable to consummate a sale of its
business, the Company will be forced to seek protection under
Chapter 11 of the U. S. bankruptcy laws and attempt to reorganize
its business. The Company is also in negotiations with its lenders
for an alternate borrowing arrangement in the event the Company
files for Chapter 11 of the U. S. bankruptcy laws.

Additional Twinlab information is available on the World Wide Web
at: http://www.twinlab.com


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

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

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

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

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

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

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

     --The interest rate payable on the notes has been increased
       from 9-7/8% to 13% per year until maturity
       (on Oct. 15, 2007).

     --UNICCO is required to repurchase $1 million of notes each
       fiscal quarter, beginning in the quarter ending
       Dec. 28, 2003. The company is also required to apply 50% of
       its excess cash flow to make additional note repurchases at
       the end of its fiscal year ending June 27, 2004, and apply
       75% of excess cash flow at the end of each subsequent
       fiscal year. These repurchases will be subject to senior
       lender provisions.

     --UNICCO is required to reduce selling, general, and
       administrative expenses, and compensation expenses.

The company's requirement to file periodic reports with the SEC
has been suspended through the fiscal quarter ending March 2006.

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

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

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


WORLDCOM: Oklahoma Brings Criminal Action & MCI Responds
--------------------------------------------------------
As widely reported, the State of Oklahoma filed a 15-count Felony
Information against WorldCom, Inc., Bernard J. Ebbers, Scott D.
Sullivan, David F. Myers, Buford T. Yates, Jr., Betty L. Vinson
and Troy M. Normand, in the District Court of Oklahoma County.
The Information charges the defendants with multiple violations of
the Oklahoma Securities Act.  A full-text copy of the Felony
Information is available at no charge at:

  http://news.findlaw.com/hdocs/docs/worldcom/okwrldcm82703cmp.pdf

Each of the 15 counts could result in a 10-year prison term and a
$10,000 fine.

The State identifies each of the individual defendants as
prosecution witnesses.  The State's list of prosecution witness
also includes:

     * John Edwards at Oaktree Capital Management, LLC

     * Brad Coats at Agincourt Capital Management, LLC

     * Peter W. Palfrey at Loomis, Sayles

     * Kristen Monson at Pimco

     * Robert Capaldi at BlackRock Financial Management, Inc.

     * Patrick Moore at Metropolitan West Asset Management

     * Catherine Williams at Northern Trust Global Investments

     * Dick Forster at Mellon Capital Management Corp

     * Lana M. Jordan at Montag & Caldwell Investment Counsel

     * Kristen L. Ford at Northern Trust Global Investments (for
       Deutsche Asset Management)

     * Syd Goff at Goldman Sachs in Tampa, Florida;

     * William B. Gerlach at Morgan Stanley Dean Witter in
       West Conshohocken, Pennsylvania;

     * Gregory D. Curran at Mellon Bond Associates

MCI (WCOEQ, MCWEQ) responded to the Oklahoma State Attorney
General's claims against the company. The following statement
should be attributed to Stasia Kelly, MCI general counsel:

"We intend to fully cooperate with the Oklahoma state Attorney
General, but we do not believe this action will impact the
bankruptcy process. MCI remains on track for its confirmation
hearing before the federal Bankruptcy Court, which is scheduled to
begin on September 8, 2003.

"[Wednes]day's action against the company would only punish our 20
million customers and 55,000 employees -- 2,000 of which work in
Oklahoma. MCI has made tremendous progress over the past year and
we are working hard to put our house in order. MCI has, and
continues to, cooperate with all investigations while implementing
sweeping internal reforms. Our new management team and board of
directors -- under the oversight of Corporate Monitor and former
SEC Chairman Richard Breeden -- are committed to doing all the
right things to ensure what happened in the past can never happen
again.

"These facts have been recognized by the Securities and Exchange
Commission, in its $750 million landmark settlement with the
company, and by two federal courts. In fact, in his ruling, the
Honorable Jed S. Rakoff said:

     'The Court is aware of no large company accused of fraud that
      has so completely divorced itself from the misdeeds of the
      immediate past and undertaken such extraordinary steps to
      prevent such misdeeds in the future.'"

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on the number of company-owned POPs, and wholly- owned data
networks, WorldCom develops the converged communications products
and services that are the foundation for commerce and
communications in today's market. For more information, go to
http://www.mci.com


WORLDCOM INC: NLPC Applauds Oklahoma Atty. General's Actions
------------------------------------------------------------
The following statement can be attributed to Ken Boehm, Chairman
of the National Legal & Policy Center:

"[Wednes]day's announcement by Oklahoma Attorney General Drew
Edmondson that his office is filing criminal charges against
WorldCom Inc. and six former employees for violating the Oklahoma
Securities Act, is the latest shoe to drop in the unfolding
outrage sparked by MCI/WorldCom's unprecedented and continued
fraudulent activity.

"We applaud the Attorney General's leadership on behalf of the
citizens of Oklahoma and hope that this action will lead to other
states pursuing investigations on behalf of victimized
shareholders and pension funds.

"As the Attorney General noted, Oklahoma pension funds lost
approximately $64 million as a result of MCI/WorldCom's accounting
fraud.  National estimates put state pension fund losses at $3
billion and cumulative shareholder losses at approximately $200
billion.

"The Attorney General stated that it is his hope that MCI/WorldCom
not be allowed to do business in the state of Oklahoma.  In that
spirit, we urge Oklahoma and other states to cease contracting
with MCI/WorldCom thus refraining from rewarding the company for
its unprecedented fraud and continued ethical lapses.

"AG Edmondson's action sends a powerful message to companies doing
business in Oklahoma and sets a laudable precedent for other
states and the Federal government.  At least in Oklahoma, it
appears crime doesn't pay."

Based in Falls Church, Virginia, the NLPC promotes ethics,
openness and accountability in government through research,
education and legal action. NLPC distributes the Code of Ethics
for Government.


WORLDCOM: MCI Commences Tender Offer for Digex Class A Shares
-------------------------------------------------------------
MCI (WCOEQ, MCWEQ) and Digex, Incorporated (OTC Bulletin Board:
DIGX) announced that MCI has commenced a tender offer to purchase
all of the outstanding shares of Class A Common Stock of Digex not
already owned by MCI and its subsidiaries for $0.80 per share net
to the seller in cash.

In addition to other conditions, MCI's purchase pursuant to the
offer is effectively conditioned upon approximately 74.3 percent
of the outstanding shares of Class A Common Stock not owned by MCI
and its subsidiaries being tendered. If this, and the other
conditions to the offer, is satisfied, MCI would then acquire all
of the remaining outstanding shares of Class A Common Stock not
owned by MCI and its subsidiaries through a "short-form" merger.
The transactions have been approved by MCI's Board of Directors.
Further, a special committee of Digex's Board of Directors,
comprised of directors independent of MCI, has reviewed the offer
and is recommending that it be accepted by Digex's unaffiliated
holders of shares of Class A Common Stock. The offer is not
subject to any financing condition. MCI obtained the authorization
and approval for the offer from the U.S. Bankruptcy Court for the
Southern District of New York in which its chapter 11 proceedings
are pending.

The offer and withdrawal rights are scheduled to expire at
midnight, eastern daylight time, on Wednesday, September 24, 2003.

The complete terms and conditions of the offer are set forth in an
Offer to Purchase, a letter of transmittal and other related
materials which are being filed with the Securities and Exchange
Commission and distributed to Digex stockholders. Digex will file
a solicitation/recommendation statement relating to the offer with
the SEC and the position expressed in such statement is being
distributed to Digex stockholders in the tender offer documents.
Digex stockholders and other interested parties are urged to read
the Offer to Purchase and related materials, and the
solicitation/recommendation statement, because they will contain
important information. Investors will be able to receive such
documents free of charge at the SEC's Web site at
http://www.sec.gov or by contacting Georgeson Shareholder
Communications Inc., the Information Agent for the transaction, at
(212) 440-9800 (for banks and brokers) and for all others call
toll free at (866) 295-8105. This press release is not an offer to
purchase, a solicitation of an offer to purchase or an offer to
sell securities. Such an offer or solicitation is only made
pursuant to the Offer to Purchase filed with the SEC.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on company-owned POPs, and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com

Digex is a leading provider of enterprise hosting services. Digex
customers, from Fortune 1000 companies to leading Internet-based
businesses, leverage Digex's trusted infrastructure and advanced
services to successfully deploy business-critical and mission-
critical Web sites, enterprise applications and Web Services on
the Internet. Additional information on Digex is available at
http://www.giex.com


WORLDCOM INC: Intends to Assume Crescent Office Space Lease
-----------------------------------------------------------
Lori R. Fife, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that pursuant to that certain lease dated August 27,
2001, the Worldcom Debtors lease from Crescent Real Estate Funding
IX LP office space commonly known as Suite 4200.  The Premises
contains 124,988 square feet of rentable area and is situated on
the 38th through the 42nd floors of the MCI Tower at 707
Seventeenth Street in Denver, Colorado.  The Lease will expire by
its terms on December 31, 2008.  The Lease provides for variable
monthly base rental rates starting at $231,749 per month for the
first year and increasing each year afterwards.  The Debtors use
the Premises as general office space.

During these Chapter 11 cases, the Debtors undertook an extensive
real estate rationalization program.  The Debtors reviewed their
leasehold interests and renegotiated lease terms with many of
their landlords.  In this regard, the Debtors have determined
that the Crescent Lease is necessary to their ongoing business
operations.  Accordingly, the Debtors sought and obtained the
Court's authority to assume the Lease, as amended.

The Debtors and their real estate professionals, Hilco Real
Estate, LLC, have engaged in discussions with Crescent with
respect to the renegotiation of the Lease on terms more favorable
to them.  As a result of those negotiations, Crescent and the
Debtors executed an amendment to the Lease.

The terms of the Amendment include:

   (a) Relinquished Space: On May 1, 2003, the Debtors
       relinquished a portion of the Premises consisting of
       25,033 square feet of rentable area commonly known as
       Suite 3800 and located on the 38th floor of the Building.
       The Debtors and Crescent no longer have any further
       liability or obligation under the Lease with respect to
       the Relinquished Space.

   (b) The Premises and Reduction of Base Rent: Commencing on the
       date the Relinquished Space is surrendered to Crescent:

       (1) the Premises will no longer include the Relinquished
           Space, and will be deemed to include only 99,995
           square feet of rentable area; and

       (2) the monthly Base Rent will no longer include Base Rent
           for the Relinquished Space and will be reduced as of
           the Surrender Date to $193,662 per month.  The monthly
           Base Rent will be adjusted thereafter pursuant to the
           amended Lease;

       Additionally, commencing on the Surrender Date and
       continuing throughout the term of the Lease, the Debtors'
       Pro Rata Share of Excess Operating Expenses will be
       calculated exclusive of the Relinquished Space.

   (c) Rent Reduction: The Debtors' monthly Base Rent will be
       reduced in this manner:

                                            Original   Reduced
                 Applicable Dates           Base Rent  Base Rent
                 ----------------           ---------  ---------
       July 29, 2003   - December 31, 2003   $242,164   $189,498
       January 1, 2004 - December 31, 2004    252,580    198,244
       January 1, 2005 - December 31, 2005    262,996    210,322
       January 1, 2006 - December 31, 2006    273,411    218,652
       January 1, 2007 - December 31, 2007    276,015    220,734
       January 1, 2008 - December 31, 2008    283,827    226,981

   (d) Assumption or Rejection of the Lease; Rent Credit: In the
       event that the Debtors reject the Lease or otherwise do
       not assume the Lease, certain provisions of the Amendment
       will be deemed null and void and ab initio.  The Debtors
       will be responsible for the payment of Base Rent for the
       Premises exclusive of the Relinquished Space as provided
       in the Lease.  Beginning July 29, 2003 -- the Lease
       Assumption Date, the Debtors will be entitled to receive
       a credit equal to the difference between the Base Rent
       actually paid for the Premises for the 90-day period
       immediately preceding the Lease Assumption Date, and the
       Base Rent amount, which the Debtors would have been
       required to pay for the Premises as Reduced Base Rent for
       that same period.  Crescent will apply the credit to the
       next Base Rent installments due under the Reduced Base
       Rent, until the credit is exhausted.

   (e) Cure Amount: In full and complete satisfaction of the
       Debtors' obligation to cure all monetary defaults under
       the Lease and provide adequate assurance of future
       performance, the Debtors will pay to Crescent $8,590.

As they have reduced their workforce and rationalized excess
office space and other real estate holdings, the Debtors have
determined that a portion of the Premises is no longer needed.
However, the Premises excluding the Relinquished Space is
important to the Debtors' ongoing business operations, long-term
business growth and their reorganization efforts.

Ms. Fife explains that the assumption of the Lease, as amended,
will result in substantial cost savings over the remaining Lease
term.  The assumption of the amended Lease will avert the
incurrence of over $2,900,000 in potential rejection damage
claim.

Based on its market analysis, Hilco has advised the Debtors that
as a result of the renegotiation of the Lease, the annual rent
payable will reflect the fair market rental value of the Premises
and that the terms of the Lease, as amended, are indeed favorable
to the Debtors.  An analysis performed by Hilco indicates that
the renegotiation of the Lease will result in aggregate savings
for the Debtors approximating $3,800,000 over the Lease term, and
$473,996 in rent savings in the calendar year 2003 alone.  The
restructuring of the Lease pursuant to the Amendment to reset
base years for operating expenses and taxes will reduce billable
costs to the Debtors over the lease term, and, the additional
renewal rights and expansion rights will allow the site to better
serve the Debtors' growth needs long term. (Worldcom Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


W.R. GRACE: Brings-In State Street for Savings & Investment Plan
----------------------------------------------------------------
W.R. Grace & Co., and debtor-affiliates seek the Court's authority
to employ State Street Bank & Trust in Boston as investment
manager and fiduciary for the stock of W. R. Grace & Co. held by
the trust funding the W. R. Grace & Co. Savings & Investment Plan.

                             Duties

In general, State Street Bank will determine the appropriateness
of the Trust's retention or sale of Grace Stock, all within the
context of, and subject to, the Bank's Investment Guidelines, and
as directed by ERISA.

State Street Bank will not have any authority, responsibility or
obligation to vote any of the shares of Grace Stock held in the
Trust, it being understood that all shares will be voted by the
Trustee of the Trust as directed by the participants in the
Savings Plan.  However, in the event that a vote relates to a
proposed merger or other transaction, the approval of which would
have substantially the same effect as a sale or other disposition
of substantially all of the assets of Grace or of the shares of
Grace Stock held in the Trust, State Street Bank will have
discretionary authority to direct the Trustee to vote all shares
of the Grace Stock in the Trust in favor of a merger or other
transaction, but only if that direction is consistent with the
Investment Guidelines and ERISA.  The Debtors will cause the
Savings Plan and Trust documents to be amended to provide for
this discretionary authority and will notify Plan participants of
the amendments.

In addition, State Street Bank will take other actions as it
deems necessary or appropriate in connection with its engagement
and to satisfy its fiduciary obligations in a timely fashion
consistent with the scope of its duties and responsibilities as
investment manager.  In particular, the engagement letter
authorizes State Street Bank to independently engage legal
counsel and a financial advisor to represent it in the
performance of its obligations under the engagement letter.

                            Compensation

The Debtors will pay State Street an annual fee equal to
$530,000, which will be paid monthly in arrears, and will
reimburse State Street Bank's expenses.  However, the fees, but
not the expenses, of the Bank's legal counsel and financial
advisor are subject to these limits:

       1) State Street Legal Fees

           (i) Start-up period (to 10-31-03):
               No greater than $125,000

          (ii) Next 9 months of engagement:
               No greater than $25,000 per month;

       2) State Street Financial Advisor Fees

           (i) First month of engagement:
               No greater than $50,000

          (ii) Second and third months of engagement:
               No greater than $25,000 per month

                          Indemnification

As part of the Retention Agreement, the Debtors are required to
provide State Street with a "limited indemnification."  The
Indemnification Agreement provides in relevant part:

     A.  The Indemnity.  As a material part of the consideration
         for the agreement of State Street to perform services
         under the Engagement Agreement, the Debtors agree to
         indemnify, defend, reimburse and hold harmless State
         Street and each past, present and future officer,
         director, employee, and controlling person of State
         Street within the meaning of either Section 15 of the
         Securities Act of 1933, as amended or Section 20 of the
         Securities Exchange Act of 1934, as amended, to the
         fullest extent lawful from and against any and all
         losses, claims, damages, liabilities, costs and
         expenses (or actions in respect thereof) joint or
         several, arising out of any actions taken or omitted
         to be taken by an Indemnified Party in connection with
         services performed under the Engagement Agreement,
         subject to the limitations provisions of Paragraph D.

     B.  Indemnity Costs.  The Debtors agree to pay any legal or
         other expenses incurred by the Indemnified Parties in
         respect to Covered Losses, including but not limited to
         reasonable costs of investigation and preparation and
         reasonable attorneys' fees, disbursements and other
         charges, and the aggregate amount paid in connection
         with, incident to, or in settlement or compromise of
         any actions, suits, or other legal proceedings, or
         governmental investigation, or claims to which an
         Indemnified Person may become subject under any statute
         or common law or otherwise ... ; provided, however,
         that the Debtors shall not be liable for any amounts
         paid in settlement or compromise which have not been
         previously authorized and approved in writing by the
         Debtors (which authorization and approval shall not be
         unreasonably withheld).

     C.  No Liability to Debtors.  The Debtors further agree
         that State Street shall have no liability to the
         Debtors, or any other person, for any losses, claims,
         damages, liabilities, costs or expenses relating to the
         engagement, except as provided in Paragraph D.

     D.  Limitation on Indemnity.  The Debtors shall not be
         liable under the Indemnification Agreement or any other
         agreement or arrangement for any losses, claims,
         damages, liabilities, costs or expenses which are
         finally judicially determined to have resulted
         primarily from the negligence, gross negligence,
         recklessness or willful misconduct of any Indemnified
         Party or any agent or advisor of State Street.

         For the purposes of this Indemnification Agreement,
         the term "negligence' means a departure from standards
         of ordinary care applicable to a person with
         demonstrated expertise in rendering professional
         services similar to the services to be performed by
         State Street as set forth in the Engagement Agreement
         or by its agent or advisor, whichever is applicable.
         In regard to determining whether the losses, claims,
         damages, liabilities, costs or expenses were caused by
         the negligence, gross negligence, recklessness or
         willful misconduct of the Indemnified Party, the
         expenses related thereto (including related attorneys'
         fees) will be borne by the losing party.

                    Debtors' Indemnity Arguments

Realizing that this indemnity of a fiduciary might raise a
judicial eyebrow, the Debtors present a longer and more detailed
argument in favor of the Court's approval of the indemnity as
written.  The Debtors note that State Street has advised that
this limited indemnification appears as a condition to engagement
in its contracts with comparable clients.  State Street has also
advised the Debtors that it is not willing to provide services
needed by the Debtors without such indemnification.  The Debtors'
research of comparable investment management contracts indicates
that such indemnification provisions are common.

The Debtors submit that the Court should approve this limited
indemnification of State Street.  Since State Street will not be
indemnified for losses judicially determined to have resulted
primarily from its negligence, the indemnification standard is
"more favorable to the Debtors than is usual."

                        Low Risk of Claim

Given the services to be rendered by State Street and level of
its experience in managing plan investments of this type, the
Debtors believe that the risk of indemnification claims against
the estates is low.  Furthermore, the indemnification is limited;
the Debtors will not be liable for any losses, claims, damages,
liabilities, costs or expenses arising primarily from State
Street's negligence (as defined in the Indemnification
Agreement), gross negligence, recklessness or willful misconduct
or the negligence (as so defined), gross negligence, recklessness
or willful misconduct of any of State Street's employees,
officers, directors, agents or advisors.  Accordingly, the
Debtors submit that the provision of such limited indemnification
is reasonable under the circumstances and reflects a fair balance
between the potential risk to State Street and the benefit to the
estates from State Street's services.

                       Disinterestedness

Julio J. Fuentes, a principal of State Street Bank & Trust in
Boston, avers that the Bank is a disinterested person and has no
interest adverse to the Debtors or these estates in the matters
for which the Bank is to be employed.  To be completely candid,
Mr. Fuentes notes that State Street Corporation provides services
to entities such as Wachovia Bank, Holmes Oil Company, Union
Carbide Corporation, The Travelers Insurance Co., Barclays Bank,
Dupont Dow Elastomers, Bank of America NA, and Credit Suisse
First Boston, all of which have interests in these estates.
However, Mr. Fuentes assures Judge Fitzgerald that none of the
Bank's services to these entities relate to these chapter 11
estates. (W.R. Grace Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


XM SATELLITE: Commences Standard Exch. Offer for Rule 144A Notes
----------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) announced the
commencement of an offer to exchange a new series of 12% Senior
Secured Notes due in 2010 registered under the Securities Act of
1933 for all of the 12% Senior Secured Notes due in 2010 issued in
June 2003 as part of a private placement under Rule 144A.

This exchange offer, which is standard for Rule 144A transactions
and required by the indenture and registration rights agreement
for the notes, is being made pursuant to a Prospectus dated August
27, 2003.  Copies of the Prospectus are available from The Bank of
New York, the exchange agent for the offer.  Each series of notes
is issued by XM Satellite Radio Inc. and guaranteed by XM
Satellite Radio Holdings Inc., and the terms of the new notes are
substantially identical to the terms of the existing notes, except
that the new notes will be freely tradable.  The exchange offer
and withdrawal rights will expire at 5:00 p.m. New York City time,
on September 25, 2003, unless extended.

XM is America's #1 satellite radio service.  With more than
692,000 subscribers as of June 30, XM is the fastest growing audio
product of the last 20 years and on pace to have more than one
million subscribers later this year. Whether in the car, home,
office or on the go, XM's loyal listeners enjoy 101 digital
channels of choice: 70 music channels, more than 35 of them
commercial-free, from hip hop to opera, classical to country,
bluegrass to blues; and 31 channels of premiere sports, talk,
comedy, kid's and entertainment programming.  For more information
about XM, visit http://www.xmradio.com

                         *     *     *

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit ratings on satellite radio provider XM Satellite Radio
Inc., and its parent company XM Satellite Radio Holdings Inc.
(which are analyzed on a consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


* CCC Reports Fourteen Small Businesses Emerge From Chapter 11A
---------------------------------------------------------------
Commercial Credit Counseling Services, Inc., a leading Debt
Restructuring firm, announced that fourteen businesses completed
their Debt Restructuring program during the month of July.

This is the largest number of companies that have completed their
program in a one-month period. According to CCC's Marketing
Director, Charles Evans, "This number reflects the growing need
for small businesses to overcome their financial difficulties
rather than file for bankruptcy or go out of business."

Commercial Credit Counseling Services helps small to mid-sized
businesses whose debt is mounting due to lagging sales,
undercapitalization, and slow receivables. The fourteen companies
who emerged from "Chapter 11A," CCC's trademarked proprietary
program, spanned across industries like Machinery, Food Services,
Printing, Air Conditioning, Chemicals, Aerospace and Tools.
Through negotiations, Commercial Credit Counseling Services helped
save them over one million dollars, while working within budgets
that they could afford. Says Jerry Silberman, CEO of Commercial
Credit Counseling Services, "The Chapter 11A program enabled 243
creditors to be fully satisfied by clients who would otherwise be
charged off. The fourteen companies who emerged from Chapter 11A
are now ready to continue growing their businesses without the
looming shadow of delinquent bills."

Commercial Credit Counseling Services helps companies stay in
business and pay off their creditors. Says Silberman, "The Chapter
11A program is a viable alternative to Chapter 11. The cost of
Chapter 11 is expensive and prohibitive to smaller companies that
need the benefits that bankruptcy offers. Chapter 11A enables
smaller companies to avoid costs associated with Chapter 11 and
other litigation, while allowing them to retain control of their
businesses and show them a light at the end of the tunnel."

Established in 1998, Commercial Credit Counseling Services has
helped over 1000 companies get out of debt. The staff of
Commercial Credit Counseling Services helps troubled businesses
by: 1. Determining what the debtor can afford to pay; 2.
Negotiating with their creditors; and 3. Protecting their assets.
More information can be found at
http://www.corporateturnaround.com


* BOOK REVIEW: Competition, Regulation, and Rationing
               in Health Care
-----------------------------------------------------
Author:     Greenberg, Warren
Publisher:  Beard Group
Paperback:  188 pages
List Price: $34.95
Review by:  Gail Hoelscher

Order you personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981416/internetbankrupt

This book is fundamental reading for those involved directly in
health care as well as those interested and concerned about the
past, present and future of the health care industry in the United
States. Originally published in 1990, Warren Greenberg examined
the U.S. health care sector over the period 1960-1988 using
standard industrial organization economic analysis. He looked at
regulation and competition, antitrust elements, technology, and
rationing, as well as pricing behavior and advertising. Although
some experts claimed the health care industry to be unique and
outside the purview of such analysis, Dr. Greenberg demonstrated
that all industries differ in their own ways, but nonetheless can
be analyzed using these techniques.

Dr. Greenberg's first goal in writing this book was to educate the
layperson about the economics of the health care industry.
Economists have pointed out two major potential differences
between health care and other sectors of the economy: uncertainty
of demand and imperfect and imbalanced information on the part of
providers and consumers. Dr. Greenberg agrees with the first and
less so with the second. Obviously, the timing, extent and length
of future illness and the demand for medical services are
impossible to know. A good deal of the consumer's uncertainty is
smoothed over by health insurance. The uncertainty for insurance
companies in the sector is somewhat different than that for other
industries: while consumers commonly seek more health care than
they would if they were not covered, it is rare for someone to
burn down his own home just to collect the insurance. With regard
to the imbalance in information, physicians do indeed know more
about a particular illness and treatment than the average
potential patient, but Dr. Greenberg asks how that differs from
plumbing, law and accounting!

Dr. Greenberg identified and described the industries that make up
the health care sector: medical services, hospitals, insurance,
and long-term care. He explored market failures and imperfections
in each and detailed some of the measures government has taken to
correct these imperfections. For example, he described the efforts
of the federal government to force competition in the medical
services field and how barriers to entry imposed by physicians'
lobbies to limit the number of physicians in practice were lifted,
physicians were permitted to advertise, and restrictions on the
services of non-physicians were eased. He recounted efforts to
require hospitals to disclose information on mortality rates,
infections, and medical complications.

Dr. Greenberg's second goal in writing the book was to consider
policy options. Although he claims skepticism of regulation (after
working for the federal government), he believes that ongoing
efforts to devise a more efficient and equitable health care
system will require more competition, regulation, and rationing.
He examined the Canadian, British and Dutch systems, so
fascinating and different from ours, and found the Dutch system
the least regulatory and most equitable.

This book is a primer on the health care industry. Dr. Greenberg
explains economic terms in a straightforward and clear way without
condescension and takes the reader way beyond Economics 101.
Although the sector has changed significantly since this book was
published, Dr. Greenberg's analysis of the past offers valuable
insight into why our system evolved the way it did and what
direction it might take in future.

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***