TCR_Public/030901.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 01, 2003, Vol. 7, No. 172

                          Headlines

ABN AMRO: Fitch Rates Ser. 2003-10 Class B-3 & B-4 Notes at BB/B
ACP HOLDING: Seeking Court OK to Pay Vendors' Prepetition Claims
ACTERNA CORP: Court Approves Solicitation & Tabulation Protocol
ACTERNA CORP: Selling Itronix Unit to Golden Gate Capital
AFC ENTERPRISES: Moody's Downgrades Bank Loan Rating to B1

AHOLD: Nominates Peter Wakkie as Chief Corp. Governance Counsel
AIR CANADA: Financial Creditors Request Separate Representation
ALLIS-CHALMERS: 85% of Shareholders Ratify Proposed Transactions
AM COMMUNICATIONS: Case Summary & Largest Unsecured Creditors
AMERICAN SKIING: Names F. Scott Pierpont to Head Canyons Resort

APOGENT TECHNOLOGIES: Moody's Withdraws Ba1 Bank Credit Rating
APOGENT TECHNOLOGIES: Closes Sale of Unit to Inverness for $13MM
APOGENT TECH.: Inverness Confirms Acquisition of Applied Biotech
APPLIED DIGITAL: Daniel Penni Inks Share Sale Plan to Cure Debt
ARVINMERITOR INC: Extends Dana Corp. Tender Offer to October 2

ASANTE TECHNOLOGIES: Red Ink Continues to Flow in Third Quarter
ATCHISON CASTING: Blackwell Sanders Retained as Special Counsel
BALDWIN TECHNOLOGY: Secures $20M Credit Facility from Maple Bank
BEAR STEARNS: S&P Takes Rating Actions on Series 2003-PWR2 Notes
BETHLEHEM STEEL: Disclosure Statement Hearing Set for Sept. 10

BETTER MINERALS: Moody's Withdraws B3 Rating for Sr. Sec. Loans
BRIGHTPOINT: S&P Ups Credit Rating over Continued Profitability
BURLINGTON INDUSTRIES: Judge Newsome Okays Disclosure Statement
BURLINGTON IND: All Creditors' Ballots Due by October 10, 2003
CHYPS CBO: S&P Further Junks Note Ratings on Classes A-2A & A-2B

COOK AND SONS: Files for Bankruptcy Protection in E.D. Kentucky
COOK AND SONS: Chapter 11 Case Summary & 40 Largest Creditors
CWMBS INC: Fitch Assigns Ratings to Various Series 2003-39 Notes
CWMBS INC: Two Series 2003-44 Notes Assigned Low-B Level Ratings
DANA CORP: Board Calls ArvinMeritor Tender Offer "Inadequate"

DEAN FOODS: Will Webcast Investor Presentation on Wednesday
DELTA AIR LINES: Extends Exchange Offer for 6.65% & 7.70% Notes
DOLLAR GENERAL: Names Lawrence V. Jackson President and COO
EGAIN COMMUNICATIONS: June Working Capital Deficit Tops $172K
ENRON: Unit Wins Case vs Sierra Pacific re Terminated Contracts

EXIDE TECHNOLOGIES: Judge Carey Approves Disclosure Statement
GENUITY INC: Wants SDNY Court to Disallow Scores of Claims
GEO SPECIALTY: Obtains Amendment to Senior Credit Agreement
GOODYEAR TIRE: Furloughing Staff at NAT Manufacturing Locations
GOODYEAR TIRE: Brings-In Thomas A. Connell as VP and Controller

HEALTHSOUTH CORP: Payment Blockage of Past Due Interests Waived
HIGHWAY ONE OWEB: Ex-Accountant Raises Going Concern Uncertainty
INTEGRATED HEALTH: Assigns Ventas Allowed Claims to TRS LLC
IVACO INC: Disappointing Q2 Results Shows $2.3M Operating Loss
JOHNSONDIVERSEY: Moody's Assigns B3 Rating to Sr. Discount Notes

KINDERCARE LEARNING: FY 2003 Revenues Increase by 3.8% to 850MM
KMART CORP: Second Quarter 2003 Net Loss Tops $293 Million
LEAP WIRELESS: Gets Clearance to Pay More Critical Trade Claims
LTV: Copperweld's Disclosure Statement Hearing Set for Sept. 9
MASSEY: Don Blankenship to Present at Lehman Bros. Conference

MCMORAN EXPLORATION: Declares Quarterly Preferred Cash Dividend
MINEGEM INC: Commences Share Offering to Pay Debt Obligations
MIRANT: Turns to Paul Hastings for Post-Petition Legal Advice
MIRANT: Wants to Walk Away from Pepco Power Purchase Agreement
MIRANT CORP: Reports $28MM First-Quarter 2003 Net Loss

NAVIDEC INC: Enters into Agreement with LenderLive Network, Inc.
NEFF CORP: S&P Upgrades Corporate Credit Rating to B- from CCC
NMF CANADA: Heroux-Devtek Offers to Acquire Assets for $34 Mill.
NORTHWEST AIRLINES: PACE Int'l Files Counter Suit vs. Pinnacle
NUEVO ENERGY: Closes Sale of Orcutt Hill Field for $13 Million

OUTSOURCING SOLUTIONS: Moody's Withdraws Junk Ratings
PETRO STOPPING: S&P Keeps Watch on B Rating over High Leverage
PILLOWTEX: Gets Go-Ahead to Honor Prepetition Shipment Claims
PILLOWTEX CORP: Charlotteans Embrace Laid-Off Pillowtex Workers
PLAINTREE SYSTEMS: Needs New Financing to Continue Operations

PROMAX ENERGY: June 30 Working Capital Deficit Tops $83 Million
PROTARGA: Employing Barnes Richardson as Special Customs Counsel
RESIDENTIAL ACCREDIT: Fitch Rates Class B-1, B-2 Certs. at BB/B
RICA FOODS INC: Gets Conditional Waiver of Loan Covenant Breach
SCORES HOLDING: Second Quarter Results Show Improved Performance

SIEBEL SYSTEMS: Intends to Redeem 5-1/2% Convertible Sub. Notes
SPACEHAB INC: Credit Suisse Discloses 15.5% Equity Stake
SPECTRUM PHARMA: Second Quarter Net Loss Narrows to $1.6 Million
STARWOOD HOTELS: Files Proxy Statement re Westin Partnership
SYMBIAT: Fails to File Financial Reports Due to Inadequate Funds

TENFOLD CORP: Rand Technology Purchases Deployment License
TSI TELECOM: Negative Outlook Reflects Low Free Cash Flow Level
TWINLAB CORP: Begins Negotiations to Sell Assets to IdeaSphere
UAL CORP: Moody's Lowers Selected Equipment Trust Certificates
UNITED AIRLINES: Strikes Marketing Alliance with Air China

US AIRWAYS: Goldman Sachs Agrees to Join in Private Placement
WEIRTON STEEL: Court Fixes October 20, 2003 Claims Bar Date
WILLIAMS: Completes Sale of Utah Oil and Gas Assets for $48MM
WORLDCOM INC: Court Clears EDS Contract Waiver Letter
WORLDCOM INC: Mitch Marcus Applauds Oklahoma AG Action vs. MCI

W.R. GRACE: Secures Okay for Voluntary Trust Fund Contributions

* Bush's Steel Program is Preserving Over 1.1MM American Jobs
* New Rules for Reducing Tax Attributes in a Consolidated Group

* BOND PRICING: For the week of September 1 - 5, 2003

                          *********

ABN AMRO: Fitch Rates Ser. 2003-10 Class B-3 & B-4 Notes at BB/B
----------------------------------------------------------------
ABN AMRO Mortgage Corporation's multi-class mortgage pass-through
certificates, series 2003-10, are rated by Fitch Ratings as
follows:

     -- $198,949,651 classes A-1, A-2, A-P, A-X and R 'AAA';
     -- $1,208,808 class M 'AA';
     -- $402,936 class B-1 'A';
     -- $302,202 class B-2 'BBB';
     -- $201,468 class B-3 'BB';
     -- $201,468 class B-4 'B'.

The 'AAA' rating on the class A senior certificates reflects the
1.25% subordination provided by the 0.60% class M, 0.20% class B-
1, 0.15% class B-2, 0.10% privately offered class B-3, 0.10%
privately offered class B-4 and 0.10% privately offered class B-5.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses, including limited bankruptcy, fraud and
special hazard losses. The ratings also reflect the high quality
of the underlying collateral originated by ABN AMRO Mortgage
Group, Inc., the integrity of the legal and financial structures
and the servicing capabilities of AAMG (rated 'RPS2+' by Fitch).

The mortgage pool consists of one group of recently originated,
15-year fixed-rate mortgage loans secured by one- to four-family
residential properties. The mortgage loans have an aggregate
principal balance of $201.4 million as of Aug. 1, 2003, (the cut-
off date) and a weighted average remaining term to maturity of 178
months. The weighted average original loan-to-value ratio of the
pool is approximately 58.46%; approximately 0.89% of the mortgage
loans have an OLTV greater than 80%. The weighted average coupon
of the mortgage loans is 4.988%. The weighted average FICO score
is 745. The states that represent the largest geographic
concentration are California (38.40%) and Illinois (5.16%). All
other states represent less than 5% of the outstanding balance of
the pool.

None of the mortgage loans are "high cost" loans as defined under
any local, state or federal laws. For additional information on

AAMG originated all of the loans. JPMorgan Chase Bank will serve
as trustee. AMAC, a special purpose corporation, deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, election will be made to treat the trust as a real
estate mortgage investment conduit.


ACP HOLDING: Seeking Court OK to Pay Vendors' Prepetition Claims
----------------------------------------------------------------
ACP Holding Company and its debtor-affiliates are asking for
authority from the U.S. Bankruptcy Court for the District of
Delaware to pay certain prepetition claims of essential trade
creditors in the ordinary course of their business.

The Debtors purchase a variety of goods and services from domestic
and foreign vendors who are unaffiliated with the Debtors. If the
Debtors were to lose the relationships with these Essential Trade
Creditors, their ability to generate future revenue would suffer.
The Debtors' obligations to these Essential Trade Creditors
include, among other things, obligations owed to suppliers of
finished goods sold into retail markets, and suppliers of raw
materials or components used to produce finished goods sold into
retail or builder trade channels.

The Debtors submit that the loss of the essential trade creditors
could cause future revenues or profits of the Debtors to suffer.

Because the Essential Trade Creditors provide their goods to the
Debtors at favorable costs and on beneficial payment terms,
replacing them would likely result in higher costs for the Debtors
in terms of cost of goods purchased and the cost of funds used to
purchase such goods. If the Debtors can benefit from maintaining
lower costs of goods purchased during the postpetition period, it
is prudent for the Debtors to pay selected Essential Trade
Creditors some of their prepetition claims, provided that such
vendors continue to sell their goods at the same competitive
prices and on at least as favorable terms postpetition as were in
effect during the prepetition period.

The selected Essential Trade Creditors are:

  A) Suppliers of Raw Materials

     The Debtors use various raw materials to produce their
     products. In order to maintain certain quality levels, the
     Debtors require various grades of each raw material and
     large quantities of certain materials. Alternate sourcing
     is not practically available for certain of these products,
     and where available, would result in significant initial
     expenditures and lengthy delays because such materials are
     not easily obtained, especially in the quantities demanded
     by the Debtors.

  B) Suppliers of Parts, Components and Services

     The Debtors rely on various machines and equipment to
     manufacture its products and certain service providers who
     help maintain the machines and equipment. The Debtors need
     replacement parts or service on the machines and equipment.
     Without such support, the Debtors would be unable to
     operate the machines and equipment. Replacement parts or
     components are difficult to obtain outside the Debtors'
     current suppliers because the parts are highly specialized

  C) Suppliers of Essential Services

     The Debtors rely on certain service providers who
     contribute to create products to comply with a customer's
     requirements. The Debtors' products go through rigorous
     testing by the Debtors' customers, and various customers
     dictate requirements for these parts, including specific
     finishing, heat treating, and painting. The Debtors
     outsource some of these services to various vendors who
     meet the customers' requirements. Without these additional
     services, the parts would be useless to customers.

For the Debtors to continue their operations and remain
competitive in the marketplace, these critical prepetition
obligations must be paid to certain creditors. Consequently, the
Debtors ask for the Court's authority to pay the Essential Trade
Creditors prepetition claims up to an aggregate amount of
$8,100,000.

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: Court Approves Solicitation & Tabulation Protocol
---------------------------------------------------------------
With the Court's blessing, the Acterna Corp. Debtors have started
sending packages to solicit plan acceptances from their creditors.
For voting purposes, the Court has set August 26, 2003 as the
record date to determine claimants and interest holders that are
entitled to cast a vote to accept or reject the Plan.  Creditors
entitled to vote are required to deliver their ballots by mail,
hand delivery or overnight courier no later than 4:00 p.m. Eastern
Time on September 22, 2003 to Acterna's voting agent, Bankruptcy
Services LLC.

Voting creditors will receive a solicitation package containing,
among others, a copy of the Disclosure Statement and
Reorganization Plan, appropriate ballot forms, notice of the
Confirmation Hearing and further instructions with respect to the
submission of ballot forms.  Non-voting creditors will receive a
notice of non-voting status instead of a ballot.

Pursuant to the Plan, holders of Class C Senior Lender Claims,
Class D General Unsecured Claims, Class E Convertible Notes
Claims and Class F Subordinated Notes Claims are impaired and
entitled to cast a vote.  Class H Securities Litigation Claims
and Class I Equity Interests are impaired and will not receive
any distributions.  Classes H and I creditors will no longer be
required to vote -- they are deemed to reject the Plan.

Priority Non-Tax Claims in Class A, Other Secured Claims in Class
B and Intercompany Claims in Class G are unimpaired.  Creditors
under these Classes are presumed to have accepted the Plan.
Hence, the solicitation of acceptances is no longer required.

The Court also approves a set of guidelines to govern the
solicitation and tabulation of votes:

   (a) A Class E or F creditor that has claims in more than one
       subclass within that class will be permitted to cast one
       Ballot which will be deemed to be a vote in each subclass
       of that class;

   (b) Any Ballot which is otherwise properly completed, executed
       and timely returned to Bankruptcy Services that does not
       indicate an acceptance or rejection of the Plan will not
       be counted;

   (c) Any Ballot which is returned to Bankruptcy Services
       indicating acceptance or rejection of the Plan but which
       is unsigned will not be counted;

   (d) Whenever a creditor casts more than one Ballot voting the
       same claim before the Voting Deadline, only the last
       Ballot timely received by Bankruptcy Services will be
       counted;

   (e) If a creditor casts simultaneous duplicative Ballots voted
       inconsistently, then these Ballots will count as one vote
       accepting the Plan;

   (f) Each creditor will be deemed to have voted the full amount
       of its claim.  A creditor holding an unliquidated or
       contingent claim will be deemed to have voted in the
       amount of $1;

   (g) Creditors will not split their vote within a class.
       Each creditor will vote all of its claim within a
       particular class either to accept or reject the Plan;

   (h) Any Ballots that partially reject and partially accept the
       Plan will not be counted; and

   (i) Any Ballot received by Bankruptcy Services by telecopier,
       facsimile or other electronic communication will not be
       counted.

The hearing on the confirmation of the Plan is scheduled for
September 25, 2003.  Any objection to the confirmation of the
Plan must be filed with the Clerk of the Bankruptcy Court,
together with a proof of service, no later than 4:00 p.m. on
September 15, 2003.  Objections must be served to:

       (1) the Debtors:

           Acterna Corporation
           12410 Milestone Center Drive
           Germantown, Maryland 20876-7100
           Attention: Richard H. Goshorn, Esq.
                      Corporate Vice President, General Counsel
                      and Secretary

       (2) the Debtors' attorneys:

           Weil, Gotshal & Manges LLP
           767 Fifth Avenue
           New York, New York 10153
           Attention: Paul M. Basta, Esq.

       (3) the United States Trustee

           United States Trustee for the
           Southern District of New York
           33 Whitehall Street, 21st Floor
           New York, New York 10004
           Attention: Hollie T. Elkins, Esq.
                      Assistant U.S. Trustee

       (4) the attorneys for the Unsecured Creditors' Committee:

           Blank Rome LLP
           The Chrystler Building
           405 Lexington Avenue
           New York, New York 10174
           Attention: Andrew B. Eckstein, Esq.

       (5) the attorneys' JPMorgan Chase Bank

           Simpson Thatcher & Barlett LLP
           425 Lexington Avenue
           New York, New York 10017
           Attention: Peter V. Pantaleo, Esq.

The Debtors will publish the Confirmation Hearing Notice once in
the national edition of The Wall Street Journal and the
International Herald Tribune not less than 25 calendar days
before the Confirmation Hearing.

Any objection to confirmation of the Plan must be in writing and:

   (a) must state the name and address of the objecting party and
       the amount of its claims or the nature of its interest;
       and

   (b) must state, with particularity, the nature of its
       objection.

Any confirmation objection not filed and served as set forth will
be deemed waived and may not be considered by the Court. (Acterna
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ACTERNA CORP: Selling Itronix Unit to Golden Gate Capital
---------------------------------------------------------
Itronix Corporation, a world-class developer of wireless, rugged
mobile computing systems announced that its parent company,
Acterna Corporation, has entered into an agreement to sell
Itronix, one of Acterna's subsidiaries, to Golden Gate Capital, a
$700 million private equity firm dedicated to partnering with
world-class management teams to invest in change-intensive, growth
businesses.

The agreement between Acterna and Golden Gate Capital is being
conducted pursuant to section 363 of the U.S. Bankruptcy Code.
This process is subject to bankruptcy court approval and requires
Acterna to entertain competitive bids for Itronix. During this
process, Itronix will conduct business as usual and will remain
fully focused on delivering the highest quality of service and
products to its growing customer base.

"We are thrilled about this opportunity for a number of reasons --
First, the partnership with Golden Gate Capital will enable
Itronix to align itself with a world-class financial partner that
is well capitalized and ideally suited to support our growth
objectives. Second, Itronix would emerge as a well capitalized
private company with great customers, best in class products and
an outstanding team of people at the management level and
throughout the organization. We will be solely focused on
enhancing our role as a leading provider of wireless, rugged
mobile computing solutions and providing the best products and
services for our customers," said Tom Turner, president and CEO of
Itronix. "We believe that the opportunity to partner with Golden
Gate Capital will provide significant value to all Itronix
stakeholders and look forward to completing the purchase
transaction in the coming weeks."

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.

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 iCare 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 services, telecommunications, utilities,
government, public safety and meter reading. Itronix is a
subsidiary of Acterna Corp., a Germantown, Maryland-based global
communications equipment provider focused on leading-edge
communications technology solutions. Itronix's worldwide
headquarters are in Spokane, Washington. The corporation's
European operations, Itronix Ltd., are located in Coventry, U.K.
Additional information is available on Itronix's Web site at
http://www.itronix.com


AFC ENTERPRISES: Moody's Downgrades Bank Loan Rating to B1
----------------------------------------------------------
Moody's Investors Service lowered all ratings of AFC Enterprises:

  * $275 million secured credit facility rating to B1 from Ba2,

  * Senior implied rating to B1 from Ba2, and the

  * Long-term issuer rating to B2 from Ba3.

With approximately $275 million of debt affected, all ratings
remain under review for possible further downgrade.

Moody's reports that factors prompting the downgrade include

     (1) unease that the company's future financial strength and
         operating cash flow will materially fall below our
         previous expectations due to operational pressures that
         have confronted the entire quick service restaurant
         industry since the second half of 2002 and

     (2) uncertainty regarding timely and benign reporting of
         financial results for Fiscal 2002 and restating of
         results for 2001 and 2000. The amendment to the credit
         agreement dated August 22, 2003 provides AFC an
         extension until October 31, 2003 to file its 2002
         annual report on Form 10-K and until December 1, 2003
         to file its quarterly reports for the 1st, 2nd, and 3rd
         Quarters of 2003 on Form 10-Q. The company anticipates
         that it will be able to file these financial statements
         before the new deadlines.

As part of the review, Moody's will consider reasonably probable
future prospects for the company in view of the restated history
of cash flow and profitability.

Accordingly, Moody's also will evaluate current sales and
profitability trends for AFC given Moody's belief that operating
results likely have softened since the second half of 2002
together with the rest of the restaurant industry.

AFC Enterprises, Inc, headquartered in Atlanta, Georgia, operated
or franchised 1,744 Popeyes Chicken and Biscuit Restaurants, 1,518
Church's Chicken restaurants, and 614 Cinnabon cinnamon roll
bakeries as of May 18, 2003.


AHOLD: Nominates Peter Wakkie as Chief Corp. Governance Counsel
---------------------------------------------------------------
The Ahold (NYSE:AHO) Supervisory Board announced its proposal to
nominate Mr. Peter Wakkie as Chief Corporate Governance Counsel
and member of the Corporate Executive Board. He will assume his
position at Ahold starting October 15, 2003.

Wakkie will supervise the legal discipline within Ahold worldwide.
He will supervise the legal aspects of organizational transactions
and the preparations of legal reports and statements. Wakkie will
also play a leading role in the process of improving corporate
governance throughout the company. In this he will be responsible
for reviewing internal governance, policies and practices for
legal compliance as well as conformance to ethical and social
standards. Additionally, he will be tasked with developing and
implementing initiatives on corporate social responsibility.
Moreover, he will be responsible for all operating policies
together with the other members of the Corporate Executive Board.

Wakkie (55) joined leading Dutch legal firm De Brauw Blackstone
Westbroek in 1972, specializing in mergers and acquisitions and
corporate litigation. He became partner at the firm in 1979 and
was managing partner from 1997 until 2001. Between 1978 and 1982
he served as resident partner of De Brauw Blackstone Westbroek in
New York.

Acting CEO Anders Moberg commented on the nomination: "The board
is very pleased that Peter, as a leading expert in the Netherlands
on corporate governance, has decided to join Ahold. He has a long-
standing reputation as a talented negotiator and highly competent
legal corporate advisor both within the legal profession and in
the retail industry. We are confident that Peter will make an
important contribution toward ensuring solid corporate governance
throughout the organization."

The Ahold Corporate Executive Board will comprise the following
members once Wakkie joins the company: Anders Moberg, Acting
President & CEO; Hannu Ryopponen, Acting CFO; Dudley Eustace,
interim CFO; Bill Grize, Jan Andreae, Theo de Raad and Peter
Wakkie.

Chairman Jaap de Keijzer of De Brauw Blackstone Westbroek
commented that he respects Wakkie's decision to join Ahold. "It is
a wonderful challenge for Peter and an excellent choice by Ahold.
He is not only a gifted lawyer but a charming and honest man with
his heart in the right place. Peter worked at De Brauw for 31
years, 4 of which he served as chairman. He has contributed a lot
to the company and his colleagues will miss him."

                         *   *   *

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

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


AIR CANADA: Financial Creditors Request Separate Representation
---------------------------------------------------------------
An ad hoc committee of holders of Air Canada bonds and bank debts
seeks separate representation in the Applicants' CCAA cases.  The
group wants ensure that the interests of senior financial
creditors are fairly and adequately represented in the
restructuring process.

The Financial Creditors' Committee is concerned that Air Canada
has been entering into a number of agreements which will shape
creditor recovery later on.  Decisions are being made which will
be difficult to reverse and may have material adverse impact to
the senior financial creditors' interest.  The Committee is also
wary of Air Canada's intent to structure a recovery plan that
will convert a large portion of senior bank and bond debt into
equity.  If realized, the senior financial creditors will become
the substantial "owners" in the new Air Canada.

Based on the Applicants' 2002 annual report, as at December 31,
2002, bank and senior bond debt totaled $2,900,000,000 or, about
30% of the total liabilities.  Of the amount, $1,800,000,000 is
comprised of senior bond debt.  Retail bondholders hold 25% of
senior bond debt.  They also hold 80% of the Canadian dollar
denominated senior bonds.

The Financial Creditors' Committee represents the interest of
financial creditors beneficially holding in excess of
$800,000,000 of senior Air Canada obligations.  Accordingly, the
Financial Creditors' Committee holds a critical stake in the
Applicants' restructuring.

The Committee has retained National Bank Financial Inc. as its
financial advisor and Goodman and Carr LLP as its legal advisor.

Over the past 3 months the Financial Creditors' Committee has
been involved in discussions with Air Canada to obtain
recognition from the Applicants as stakeholder group.  The
Committee also endeavored to gain access to Air Canada's data
room and other non-public information and to consult Air Canada
and Ernst & Young, the Applicants' monitor, concerning the
administration of the restructuring proceedings and the
negotiation and formulation of the Plan of Arrangement.

Unfortunately, Air Canada has refused to deal with the Financial
Creditors' Committee.  Air Canada also denied access to critical
information necessary to safeguard the senior financial
creditors' interest.

Air Canada proposed that three members of the Financial
Creditors' Committee join the Ad Hoc Committee of Unsecured
Creditors.  But as a condition, Air Canada required the invitees
to enter into appropriate agreements restricting trading in
securities without prior written consent from Ernst & Young or
the Court as well as agreements protecting confidential
information.  The invitees must also hold at least $500,000,000
in interest against the Applicants.  Air Canada also suggested
that the Financial Creditors' Committee engage in meaningful
discussions with the Unsecured Creditors' Committee to see if the
two committees could be merged.

The Financial Creditors' Committee does not believe that it was
reasonable for Air Canada to require the invitees to restrict
themselves before their financial and legal advisors were
provided access to non-public information.  No such condition
exists with respect to the Unsecured Creditors' Committee.
Nevertheless, the invitees commenced discussions with Air Canada
in July 2003.

On July 29, 2003, Air Canada advised that it was not prepared to
allow the invitees to have independent financial or legal
advisors.  It will recognize only one committee that is
representative of its creditor constituencies.  Air Canada
indicated that the invitees would have to be content with the
information provided through KPMG Inc., the Unsecured Creditors'
financial advisors.

The Monitor also believes that one representative creditors'
committee is appropriate given that all of the Applicants' debt
is unsecured.  Murray A. McDonald, President of Ernst & Young,
explains that multiple committees representing creditor claims
that rank pari passu will place an unnecessary burden on the
Applicants, will absorb too many of the Applicants' resources,
and most likely delay the negotiation and implementation of a
Plan.

The invitees advised Air Canada that its proposal is
unacceptable.  While Air Canada may wish to homogenize all
creditors, the Financial Creditors' Committee believes that it
stands a different position relative to trade creditors like Air
Bus North American Holdings Inc., Cara Food Operations Limited,
Deutsche Lufthansa S.A., Greater Toronto Airport Authority, IBM
Canada Ltd. and Rolls Royce North America Inc. and subordinated
creditors like Sumitomo.  Because of this different position, the
invitees should be entitled to independent financial and legal
advice.

The Financial Creditors' Committee will only participate in the
restructuring, through the vehicle of the Unsecured Creditors'
Committee, on these terms:

   -- Senior financial creditors who are members of the Financial
      Creditors' Committee will be given five voting seats on the
      Unsecured Creditors' Committee, not three;

   -- The financial threshold of the invitees to join the
      Unsecured Creditors' Committee would be $25,000,000 in
      debt;

   -- National Bank and Goodman will be granted full and complete
      access to the same information provided to KPMG and Macleod
      Dixon, the Unsecured Creditors' Committee's legal advisor.
      National Bank and Goodman must also be given opportunity to
      participate in the restructuring process to the same extent
      as is being offered to KPMG; and

   -- Air Canada will not burden National Bank's and Goodman's
      fees and expenses.

Unlike American bankruptcy law, the CCAA does not contain
provisions regarding the creation of a creditors' committee or
committees.  However, arising from the flexibility of the CCAA,
creditors' committees have been created and recognized by the
CCAA court, in appropriate circumstances, to protect creditor
interest and facilitate the restructuring process. (Air Canada
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ALLIS-CHALMERS: 85% of Shareholders Ratify Proposed Transactions
----------------------------------------------------------------
Notice is being given stockholders of record of Allis-Chalmers
Corporation as of July 28, 2003 that a Written Consent in Lieu of
an Annual Meeting of Stockholders has been executed with an
effective date of September 26, 2003. Holders of 85% of the
Company's common stock and 100% of the Company's Series A 10%
Cumulative Convertible Preferred Stock have executed the written
consent (1) electing directors of the Company, (2) approving a
reverse stock split, (3) approving an amendment to the terms of
the Company's outstanding Series A 10% Cumulative Convertible
Preferred Stock, (4) approving the Company's 2003 Incentive Stock
Plan and (5) ratifying the reappointment of Gordon, Hughes &
Banks, LLP as the Company's independent accountants for fiscal
2003.

The Company has indicated that its Board of Directors believes it
would not be in the best interest of the Company and its
stockholders to incur the costs of holding an annual meeting or of
soliciting proxies or consents from additional stockholders in
connection with these actions. Based on the foregoing, the Board
of Directors has determined not to call an Annual Meeting of
Stockholders, and none will be held this year.

Stockholders of record of the Company's common stock and Series A
10% Cumulative Convertible Preferred Stock at the close of
business on July 28, 2003 will receive this Notice of Consent in
Lieu of Annual Meeting of Stockholders.

Allis-Chalmers Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $12 million. The Company's total shareholders' equity
further dwindled to about $826,000 due to accumulated deficit of
about $9 million.


AM COMMUNICATIONS: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: AM Communications, Inc.
             1900 AM Drive
             Quakertown, Pennsylvania 18951

Bankruptcy Case No.: 03-12689

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        AM Broadband Services, Inc.                03-12691
        SRS Communications Corporation             03-12692
        AMC Services, Inc.                         03-12693
        AM Training Services, Inc.                 03-12695
        AM Nex-Link Communications, Inc.           03-12696

Type of Business: The affiliated companies provide services to the
                  television, cable and wireless industry, their
                  services include installation and maintenance of
                  television lines and wireless systems in the
                  Northeastern and Southeastern parts of the U.S.

Chapter 11 Petition Date: August 28, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Steven M. Yoder, ESq.
                  Neil B. Glassman, Esq.
                  Christopher A. Ward, Esq.
                  The Bayard Firm
                  222 Delaware Avenue
                  Suite 900
                  Wilmington, DE 19899
                  Tel: 302 655-5000
                  Fax: 302-658-6395

                        -and-

                  Robert W. Jones, Esq.
                  H. Jefferson LeForce, Esq.
                  Brent R. Mellwain, Esq.
                  Patton Boggs LLP
                  2001 Ross Avenue
                  Suite 3000
                  Dallas, TX 75012
                  Tel: 214-758-1500

Total Assets: $29,886,155

Total Debts: $25,641,048

A. AM Communications' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
First Insurance Funding Corp.                       $1,461,146
450 Skokie Blvd., Suite 1000
PO Box 3306
Northbrook, IL 60065
Tel: 800-837-3707
Fax: 847-374-3010

Nest Technologies, Inc.                             $1,243,048
4511 Singer Court
Suite 201
Chantilly, VA 20151
Tel: 703-658-1133
Fax: 703-803-8319

Nestronix, Inc.                                       $427,442
4511 Singer Court
Suite 201
Chantilly, VA 20151
Tel: 703-658-1133
Fax: 703-803-8319

Sun Fibre Optics Pvt. Ltd.                            $426,493
Plot No. 37
CSEZ
Kakkanad, Cochin
Kerala, India KL682 030
Tel: 91-484-3205
Fax: 91-484-3204

Investec                                              $171,250

Archer & Greiner                                       $77,532

Avnet Electronics                                      $78,381

Grant Thornton LLP                                     $46,569

Quakertown Community                                   $67,901

RSA Security                                           $49,000

Verisign, Inc.                                         $54,400

Circle International Freight                           $22,017

C&C Jetronic, Inc.                                     $21,396

Dell USA, LP                                           $26,475

Preferred Exhibitor Service, Inc.                      $19,365

American Express                                       $18,070

Nest Europe                                            $15,988

Future Electronics                                     $14,831

Inductors, Inc.                                        $14,654

M-Tron Components, Inc.                                $12,118

B. AM Broadband Services' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Nest Technologies                                     $565,947
4511 Singer Court
Suite 201
Chantilly, VA 20151
Tel: 706-653-1100
Fax: 703-803-8319

Hub Properties                                         $33,796

Dell USA, LP #2                                        $22,750

Archer & Greiner                                       $26,789

Broadband Instal                                       $24,405

Enterprise Fleet                                       $17,202

Q1 Exchange LLC                                        $10,390

REIT Management                                         $7,114

Lucent Technologies                                     $6,279

Hampton Inn                                             $4,664

PTG Cable                                               $4,597

Hall's Body Shop                                        $4,592

Citibusiness                                            $3,533

Nextel                                                  $3,467

Holiday Inn Express                                     $3,439

Statewide Newspapers                                    $2,812

Jones                                                   $2,718

Office Depot                                            $2,693

Home Depot                                              $2,653

C. SRS Communications Corporation's 20 Largest Unsecured
   Creditors:

Entity                                            Claim Amount
------                                            ------------
Enterprise Fleet                                       $51,512

Q1 Exchange LLC                                        $21,297

Verizon Wireless                                       $28,651

Royal Sunallianc                                       $27,824

GE Capital - Fleet                                     $21,919

GMAC                                                   $18,881

Broadband Instal                                       $17,052

Chase Automotive                                       $14,232

Patricia Goode                                         $14,000

Chrysler Finance                                       $13,429

575 Union Street                                       $12,981

Trilithic, Inc.                                         $9,646

Office Team                                             $7,354

Kuklica                                                 $5,832

Unicom Broadband                                        $5,747

Northeastern                                            $4,916

Applied Instrument                                      $4,407

Vanderbilt                                              $4,400

Nextel Communications                                   $3,740

Nextel Communications                                   $3,582

D. AMC Services' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
L&D Communications                                     $72,893

Taxation & Revenue                                     $52,657

T&E Underground                                        $43,474

Danilo Cable                                           $40,857

JLB Communications                                     $31,266

Pyramid Capital Leasing                                $27,508

Leasing Technology                                     $27,197

Blackberry Enterprises                                 $26,630

American Express                                       $23,356

Global Fiber                                           $21,453

Titan Communications                                   $20,737

Communications Moreno                                  $19,523

Tucker Construction                                    $18,017

Amplified Communications                               $17,750

Pyramid Capital Leasing                                $16,276

Chaparral Cable                                        $14,802

McCormick Center LLC                                   $14,783

Cable Pro Co.                                          $14,496

Industrial Cable                                       $12,327

United Health Care                                     $11,714

E. AM Nex-Link Communications' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
HG Communication                                       $68,489

DraftPros Inc.                                         $13,384

US Broadband                                           $12,000

Tropical Communications, Inc.                          $10,908

PDC Cable Group                                         $7,794

Hector A. Funes                                         $4,085

Jose Mendoza                                            $3,035

Light Link                                              $2,835

Diablo Telecom                                          $2,500

J-2 Communications                                      $2,500

Shiflett Enterprises, Inc.                              $2,361

Fiber Express                                           $1,230

DSA                                                     $1,131

Digital Broadband Design, Inc.                          $1,118

Opterna, Inc.                                             $539

TVC Communications                                        $499

Ford Motor Credit                                         $388

Mike Symons                                               $355

T-Square                                                  $216

Walters Wholesale Electric Co.                            $157


AMERICAN SKIING: Names F. Scott Pierpont to Head Canyons Resort
---------------------------------------------------------------
American Skiing Company (OTC: AESK) has named F. Scott Pierpont
President and Managing Director of The Canyons Resort in Park
City, Utah.

Mr. Pierpont has been interim Managing Director of the resort
since August 2002.  The Company further reported a number of
strategic management changes at the resort.

Mr. Pierpont has extensive resort management and operating
experience with more than 28 years in the ski industry.  Pierpont
relocated to The Canyons in January 2002, serving as Vice
President of Operations until his promotion in August 2002.  Prior
to this, Pierpont served as the Managing Director of American
Skiing Company's Mount Snow, Vermont ski resort.  He has also held
a senior position at Bear Mountain in California.

"I am pleased that Scott will continue his leadership role at The
Canyons and remain an integral part of our senior management
team," said CEO B.J. Fair.  "Scott has done an exceptional job
since taking over as interim Managing Director a little over a
year ago, with the resort posting record skier visits during the
2002/2003 ski season.  I am confident that under his guidance and
leadership, The Canyons will continue to grow and solidify its
reputation for providing an unmatched level of customer service
and a quality guest experience."

Pierpont has made a number of strategic management changes at The
Canyons during the last year.  Heather LaPerle has been named
Brand Manager and Monica Pette has assumed the role of Vice
President of Human Resources.  Tim Vetter has assumed the role of
Vice President of Community Affairs while Tim Hagan has been
promoted to Vice President of Mountain Operations after more than
20 years of service as Patrol Director.  In addition, John Nadalin
has been named the resort's Chief Financial Officer rounding out
the senior management team.

Headquartered in Park City, Utah, American Skiing Company (S&P,
CCC Corporate Credit Rating, Negative) is one of the largest
operators of alpine ski, snowboard and golf resorts in the United
States.  Its resorts include Killington and Mount Snow in Vermont;
Sunday River and Sugarloaf/USA in Maine; Attitash Bear Peak in New
Hampshire; Steamboat in Colorado; and The Canyons in Utah.  More
information is available on the Company's Web site,
http://www.peaks.com


APOGENT TECHNOLOGIES: Moody's Withdraws Ba1 Bank Credit Rating
--------------------------------------------------------------
Moody's Investors Service withdrew the Ba1 rating of Portsmouth,
New Hampshire-based Apogent Technologies, Inc.'s $500 million bank
credit facility maturing December 2005.

In July 2003, Apogent replaced this facility with a new five-year
$500 million bank credit facility maturing in 2008. The new bank
credit facility maturing in 2008 is not rated.

The remaining ratings of Apogent are unchanged:

   - Ba1 senior implied

   - Ba1 issuer rating

   - Ba1 senior unsecured notes of $325 million due 2011

   - Ba1 senior unsecured convertible notes of $300 million due
     2021

   - Ba2 senior subordinated notes of $250 million due 2013

Apogent Technologies manufactures and markets laboratory and life
science products used in healthcare diagnostics and scientific
research.


APOGENT TECHNOLOGIES: Closes Sale of Unit to Inverness for $13MM
----------------------------------------------------------------
Apogent Technologies Inc. (NYSE: AOT), a leading manufacturer of
clinical diagnostic and life science research products, closed the
sale of Applied Biotech, Inc. on August 27, 2003 to Inverness
Medical Innovations, Inc. (AMEX: IMA). Applied Biotech, located in
San Diego, manufactures rapid diagnostic tests used in the
detection of pregnancy, drugs of abuse, and infectious diseases.

In exchange for the business, Apogent received $13,400,000 and
692,506 shares of Inverness common stock, which Inverness has
agreed to register for resale. Apogent also received, for itself
as well as its customers, a release from Inverness of any patent
infringement claims of Inverness (whether or not asserted)
relating to pre-closing sales of Apogent products.

In addition to the purchase and sale of Applied Biotech,
subsidiaries of Inverness and Apogent have entered into various
ongoing commercial transaction relationships. According to Frank
H. Jellinek, Jr., Apogent's President and Chief Executive Officer,
"We are pleased with the sale of ABI to Inverness, and we look
forward to working together in the future."

Apogent (S&P, BB+ Senior Subordinated Debt Rating, Stable) is a
diversified worldwide leader in the design, manufacture, and sale
of value-added laboratory and life science products essential for
healthcare diagnostics and scientific research. Apogent's
companies are divided into two business segments for financial
reporting purposes: Clinical Group and Research Group.


APOGENT TECH.: Inverness Confirms Acquisition of Applied Biotech
----------------------------------------------------------------
Inverness Medical Innovations, Inc. (Amex: IMA), a leading
provider of consumer healthcare and professional diagnostics
products, and developer of advanced medical devices, has acquired
Applied Biotech, Inc. from Apogent Technologies, Inc. (NYSE: AOT).
Applied Biotech, located in San Diego, California, is a developer,
manufacturer and distributor of rapid diagnostic products in the
areas of women's health, infectious disease and drugs of abuse
testing.

In exchange for all of the stock of Applied Biotech, Inverness
paid Apogent 692,506 shares of Inverness common stock and
$13,400,000 in cash. The Inverness shares were issued in a private
placement, and Inverness has agreed to register the shares for
resale after the closing.  Inverness financed the cash portion of
purchase price by amending and restating its current senior credit
facilities, lead by GE Healthcare Financial Services, whereby the
aggregate amount of the senior credit facilities was increased to
$70 million from $55 million.  Merrill Lynch Capital, a division
of Merrill Lynch Business Financial Services Inc., provided the
additional funding.

Inverness was advised in the current transaction by Covington
Associates, LLC of Boston, Massachusetts.

For more information about Inverness Medical Innovations, visit
its Web site at http://www.invernessmedical.com

Inverness Medical Innovations is a leading provider of women's
health and other consumer and point-of-care health products and
developer of advanced technologies for both the consumer and
professional diagnostic marketplaces. Inverness is presently
exploring new opportunities for its proprietary electrochemical
and other technologies in a variety of consumer oriented
applications including immuno-diagnostics with a focus on women's
health and cardiology.  Inverness is headquartered in Waltham,
Massachusetts.

Apogent (S&P, BB+ Senior Subordinated Debt Rating, Stable) is a
diversified worldwide leader in the design, manufacture, and sale
of value-added laboratory and life science products essential for
healthcare diagnostics and scientific research. Apogent's
companies are divided into two business segments for financial
reporting purposes: Clinical Group and Research Group.


APPLIED DIGITAL: Daniel Penni Inks Share Sale Plan to Cure Debt
---------------------------------------------------------------
Daniel E. Penni, a director of Applied Digital Solutions, Inc. is
indebted to the Company under a promissory note dated March 23,
1999, in the principal amount of $450,000. Currently, $420,000 is
outstanding under the Note. The Company and Mr. Penni have agreed
that he will orderly sell shares of the Company's common stock
owned by him, at a minimum price of $0.50 per share, for the
purpose of repaying his indebtedness to the Company under the
Note.

To effect the orderly sale of shares of stock owned by him while
avoiding conflicts of interest or the appearance of any such
conflict that might arise from his position with the Company, Mr.
Penni entered into a written Stock Sale Plan, effective August 11,
2003, with Robert W. Baird & Co. (the Broker).  Under the terms of
the Plan, the Broker is authorized to effect a sale, commencing
September 1, 2003, of 50,000 shares of the Company's common stock,
at a price per share of $0.50 per share or greater, on the first
trading day of each month. The Plan shall terminate upon the sale
of an aggregate of 600,000 shares of the Company's common stock or
upon the death of Mr. Penni whichever is the earliest to occur.
Mr. Penni has the right to terminate the Plan at any time by
providing written notice of termination prior to the requested
date of termination. The Plan is intended to qualify under the
Exchange Act Rule 10b5-1.

Under the terms of the Plan, Mr. Penni has agreed to remit the net
proceeds (net of broker commissions, fees, applicable income taxes
and other charges, if any) realized for each Planned Transaction
to the Company until such time as Mr. Penni's obligations under
the Note are repaid in full.

                          *   *   *

As reported in Troubled Company Reporter's June 9, 2003 edition,
Applied Digital Solutions signed Securities Purchase Agreements to
sell an additional 12.5 million previously registered shares to
the same investors who have already agreed to purchase 37.5
million shares as announced on May 9, 2003, and May 23, 2003.

The Company said it will use the proceeds from this sale towards
the satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with all
terms of the Forbearance Agreement.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems, miniaturized
power sources and security monitoring systems combined with the
comprehensive data management services required to support them.
Through its Advanced Technology Group, the Company specializes in
security-related data collection, value-added data intelligence
and complex data delivery systems for a wide variety of end users
including commercial operations, government agencies and
consumers. Applied Digital Solutions is the beneficial owner of a
majority position in Digital Angel Corporation (AMEX: DOC). For
more information, visit the Company's Web site at
http://www.adsx.com


ARVINMERITOR INC: Extends Dana Corp. Tender Offer to October 2
--------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) has extended its $15.00 net per
share offer for all of the outstanding common shares of Dana
Corporation's (NYSE: DCN) common stock until 5:00 p.m. Eastern
Daylight Time (EDT), on Oct. 2, 2003, unless further extended.
The offer was previously scheduled to expire at 5:00 p.m. EDT, on
Aug. 28, 2003.  At that time, Dana shareowners had tendered and
not withdrawn approximately 2,543,879 shares pursuant to
ArvinMeritor's tender offer.

ArvinMeritor's offer represents a premium of 56 percent over
Dana's closing stock price on June 3, 2003, the last trading day
before ArvinMeritor submitted its first proposal to Dana in
writing, a premium of 39 percent over Dana's average closing stock
price for the 30 trading days before ArvinMeritor publicly
announced its intention to commence a tender offer, and a premium
of 25 percent over Dana's closing stock price on July 7, 2003, the
last trading day before ArvinMeritor publicly announced its
intention to commence a tender offer.

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

The solicitation and offer to purchase is made only pursuant to
the Offer to Purchase and related materials that ArvinMeritor and
Delta Acquisition Corp. filed with the Securities and Exchange
Commission on July 9, 2003. Investors and security holders are
advised to read such documents because they include important
information. Investors and security holders may obtain a free copy
of such documents at the SEC's Web site at http://www.sec.gov
from ArvinMeritor at 2135 W. Maple Road, Troy, MI 48084, Attn:
Investor Relations, or by contacting Mackenzie Partners, Inc. at
(212) 929-5500 collect or at (800) 322-2885 toll-free or by email
at proxy@mackenziepartners.com

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


ASANTE TECHNOLOGIES: Red Ink Continues to Flow in Third Quarter
---------------------------------------------------------------
Asante Technologies, Inc. (OTC BB: ASNT) announced results for the
third quarter of fiscal 2003.

The Company reported revenues of $2.8 million for the quarter
ended June 28, 2003, compared to revenues of $2.6 million in the
recently completed second quarter of fiscal 2003. The Company
posted a net loss of $0.5 million. The results showed an
improvement over the prior quarter due to increased revenues, and
cost-cutting measures that included a reduction in personnel. At
the same time, the Company's inventory in the channel decreased by
approximately $0.3 million.

Sales totaled $9.2 million for the first nine months of fiscal
2003. The Company reported a net loss for the first nine months of
fiscal 2003 of $1.6 million.

The Company experienced increased interest in its IntraCore
managed system products, and has seen strong interest from Value
Added Resellers, and System Integrators from its new Gold and
Silver VAR Program, a program which was designed to attract
additional premier VARs. This new program sets specific technical
and volume goals for participating VARs and requires them to have
certain levels of technical expertise in the Company's products.
It then rewards the VARs by offering certain discounts and
incentives for this commitment and achievement of revenue goals.

In addition, the Company made moves to improve its channel for its
managed systems products, and reduce its cost structure. By the
end of the quarter, the Company moved closer to its goal of
reducing operating costs to a lower break-even point, a target the
Company would like to achieve in the next several months. These
reductions involved internal restructuring, a reduction in
personnel and payroll related costs, soliciting competitive bids
to reduce the Company's audit costs, and reducing overhead costs.

"While the general market is still soft, I am pleased with the
progress we made in the third quarter to stabilize revenue and
improve awareness of the Company's IntraCore managed product
offerings. Already we have begun to see improved interest for many
of the Company's managed products," stated Wilson Wong, Asante's
Chairman, President and CEO. "The fourth quarter is historically a
stronger quarter due to the buying habits of educational
institutions and we hope to achieve further improvements in
revenue. Additionally, the measures the Company has taken will
help ensure a more agile Company and allow us to pursue
significant business opportunities."

Asante is a leading supplier of network connectivity products for
Macs and PCs. The Company's FriendlyNET(R) products simplify
networking and provide Internet access for small offices/home
offices and education (K-12 and universities). The Company's
IntraCore products support multi-service applications for large
enterprises. For additional information telephone (408) 435-8388
or visit Asante's Worldwide Web address at: http://www.asante.com

Asante's March 29, 2003 balance sheet shows a working capital
deficit of close to $1 million, and a total shareholders' equity
deficit of about $430,000.


ATCHISON CASTING: Blackwell Sanders Retained as Special Counsel
---------------------------------------------------------------
Atchison Casting Corporation and its debtor-affiliates are asking
for permission from the U.S. Bankruptcy Court for the Western
District of Missouri to employ Blackwell Sanders Peper Martin LLP
as special counsel.

Jeffrey T. Haughey, Esq., a partner in Blackwell Sanders, reports
that the Firm provided significant legal representation to Debtors
prior to the filing of these cases.  In the past year, this
representation focused on matters related to:

     a. asset divestiture;

     b. import/export;

     c. securities;

     d. labor and employment;

     e. environmental;

     f. litigation; and

     g. general corporate and finance matters.

While restructuring in chapter 11, the Debtors seek to employ and
retain Blackwell Sanders as their special counsel pursuant to
Section 327(e) of the Bankruptcy Code to generally continue
assisting them in connection with various corporate, litigation
and other related services.

The Debtors submit that representation by Blackwell Sanders is
critical to their reorganization success because the Firm is
uniquely situated to advise and assist the Debtors with respect to
their general legal affairs.

Blackwell Sanders' professional hourly rates are:

          Partners                 $240 to $390 per hour
          Associates               $145 to $230 per hour
          Paralegals/Assts.        $95 to $135 per hour
          Document Clerks          $50 to $80 per hour

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.


BALDWIN TECHNOLOGY: Secures $20M Credit Facility from Maple Bank
----------------------------------------------------------------
On August 18, 2003, Baldwin Technology Company, Inc. and certain
of its subsidiaries, entered into a $20,000,000 Credit Agreement
with Maple Bank GmbH, which if not terminated by the Lender on
August 15, 2004 or by the Company by payment in full, shall
terminate in its entirety on August 15, 2005.

The credit facility is collateralized by substantially all of the
accounts and notes receivable of the Company and a portion of the
Company's inventory. Borrowings under the credit facility are
subject to a borrowing base and bear interest at a rate equal to
the three-month Eurodollar rate (as defined in the Credit
Agreement) plus (i) 10% for loans denominated in U.S. Dollars or
(ii) 11.5% for loans denominated in Euros. The interest rate will
be reduced by 0.50% or whole increments thereof for each whole
increment of Disclosed EBITDA (as defined in the Credit Agreement)
that equals or exceeds $1,250,000 for any fiscal quarter
commencing with the quarter ending December 31, 2003. In no event
however, may the interest rate be less than 10.5% per annum.

The initial borrowings under the credit facility amounted to
$18,874,000, of which the Company utilized $16,243,000 to retire
its previously existing debt with Fleet National Bank and Wachovia
Bank National Association.


Baldwin Technology Company, Inc. and its subsidiaries are engaged
primarily in the development, manufacture and sale of controls and
accessories equipment for the printing industry.

The Company has experienced operating losses, negative cash flows
and debt covenant violations over the past two fiscal years. As
more fully discussed in these notes to the consolidated financial
statements, the Company has embarked on restructuring plans and
undertaken other actions aimed at improving the Company's
competitiveness, operating results and cash flow. These actions
have included the sale of certain non-core operating units, the
consolidation of manufacturing facilities and headcount reductions
reflecting weak market conditions. As a result of these actions,
combined with the renegotiation of certain of the Company's debt
obligations, management believes that the Company's cash flows
from operations, along with available bank lines of credit and
alternative sources of borrowing are sufficient to finance its
working capital and other capital requirements for the near and
long-term future. Management further believes that alternative
sources of financing are available to finance the existing
facilities beyond July 1, 2003, which the Company is currently
pursuing. The Company did not meet a minimum operating income
covenant or a tangible net worth covenant for the quarter ended
March 31, 2003; accordingly, amounts outstanding under certain
loan obligations have become payable on demand. The Banks have
granted a waiver of these covenant violations for the quarter
ended March 31, 2003. If the Company does not obtain alternative
financing prior to the July 1, 2003 maturity date, management will
be required to take additional actions. These actions may include
reducing operating expenses or selling assets in an effort to meet
liquidity needs. There can be no assurances, however, that such
actions will be sufficient to meet liquidity needs in the event a
demand for immediate payment is made by the lenders.

The Company's unaudited consolidated financial statements include
the accounts of Baldwin and its subsidiaries and have been
prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial
information and in compliance with the rules and regulations of
the Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by
accounting principles generally accepted in the United States of
America for complete financial statements. These financial
statements reflect all adjustments, which are in the opinion of
management, necessary to present a fair statement of the results
for the interim periods. These financial statements should be read
in conjunction with the consolidated financial statements and
related notes included in the Company's latest Annual Report on
Form 10-K for the fiscal year ended June 30, 2002. Operating
results for the three and nine months ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 2003. All significant intercompany
transactions have been eliminated in consolidation.


BEAR STEARNS: S&P Takes Rating Actions on Series 2003-PWR2 Notes
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary ratings
to Bear Stearns Commercial Mortgage Securities Trust 2003-PWR2's
$1.1 billion commercial mortgage pass-through certificates series
2003-PWR2.

This presale report is based on information as of Aug. 28, 2003.
The ratings shown are preliminary. This report does not constitute
a recommendation to buy, hold, or sell securities. Subsequent
information may result in the assignment of final ratings that
differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property-type diversity of the loans. Classes A-1, A-2, B, C,
and D are being offered publicly. Standard & Poor's analysis
determined that, on a weighted average basis, the pool has a debt
service coverage of 1.72x, a beginning loan-to-value of 80.8%, and
an ending LTV of 61.9%.

                 PRELIMINARY RATINGS ASSIGNED

  Bear Stearns Commercial Mortgage Securities Trust 2003-PWR2
     Commercial mortgage pass-thru certs series 2003-PWR2

     Class                  Rating               Amount ($)
     A-1*                   AAA                 309,500,000
     A-2*                   AAA                 613,286,000
     B*                     AA                   26,670,000
     C*                     A                    28,004,000
     D*                     A-                    9,334,000
     E                      BBB+                 12,000,000
     F                      BBB                  10,670,000
     G                      BBB-                  9,335,000
     H                      BB+                  13,335,000
     J                      BB                    5,334,000
     K                      BB-                   5,334,000
     L                      B+                    4,000,000
     M                      B                     5,334,000
     N                      B-                    2,667,000
     P                      N.R.                 12,002,323
     X-1-I                 AAA               1,066,805,323
     X-2-II                AAA               1,026,990,000

         * Classes A-1 through D are offered publicly.
          Interest-only class.


BETHLEHEM STEEL: Disclosure Statement Hearing Set for Sept. 10
--------------------------------------------------------------
As previously reported, Bethlehem Steel Corporation and its
debtor-affiliates filed their Plan of Liquidation and Disclosure
Statement on July 29, 2003.  Pursuant to Section 1125 of the
Bankruptcy Code, a plan proponent must provide holders of impaired
claims with "adequate information" regarding a debtor's proposed
Chapter 11 plan.  Section 1125(a)(1) further provides that:

    "[A]dequate information" means information of a kind, and in
    sufficient detail, as far as is reasonably practicable in
    light of the nature and history of the debtor and the
    condition of the debtor's books and records, that would
    enable a hypothetical reasonable investor typical of holders
    of claims or interests of the relevant class to make an
    informed judgment about the plan. . . ."

Thus, a disclosure statement must, as a whole, provide
information that is "reasonably practicable" to permit an
"informed judgment" by impaired creditors entitled to vote on the
plan.

George A. Davis, Esq., at Weil, Gotshal & Manges, LLP, in New
York, asserts that the Debtors' Disclosure Statement fully
provides "adequate information" on applicable subject matters,
including, but not limited to, a discussion of:

    (a) the Plan;

    (b) certain events preceding the Debtors' Chapter 11 cases;

    (c) the operation of the Debtors' businesses and the sale of
        their assets during the course of these Chapter 11 cases,

    (d) the indebtedness of the Debtors;

    (e) risk factors affecting the Plan;

    (f) the administration of the Debtors' estates following
        confirmation of the Plan; and

    (g) the tax consequences of the Plan.

Accordingly, Judge Lifland will convene a hearing on
September 10, 2003, at 10:00 a.m. to consider the entry of an
order:

   -- finding that the Disclosure Statement contains "adequate
      information" within the meaning of Section 1125 of the
      Bankruptcy Code to enable the Debtors' creditors, who are
      entitled to vote, to make an informed decision on whether
      to accept or reject the Plan of Reorganization; and

   -- approving the Disclosure Statement. (Bethlehem Bankruptcy
      News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


BETTER MINERALS: Moody's Withdraws B3 Rating for Sr. Sec. Loans
---------------------------------------------------------------
With approximately $108 million of debt securities affected,
Moody's Investors Service withdrew its B3 ratings for Berkeley
Springs, West Virginia-based Better Minerals & Aggregates
Company's guaranteed senior secured term loan A, due 2005, and
guaranteed senior secured term loan B, due 2007.

The two tranches of the term loans were recently retired using net
proceeds from the company's sale of its aggregates business, for
which it received cash consideration of $158 million before fees
and expenses.


BRIGHTPOINT: S&P Ups Credit Rating over Continued Profitability
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Indianapolis, Indiana-based Brightpoint Inc. to 'B+'
from 'B'. The upgrade reflects Standard & Poor's expectation of
continued revenue growth and consistent profitability. The outlook
is stable. Total debt outstanding is about $13 million.

"The rating on Brightpoint reflects the company's moderate, but
stable, profitability and narrow product base. These factors are
partly offset by the company's good market position and
strengthened balance sheet," said Standard & Poor's credit analyst
Martha Toll-Reed. Brightpoint is a leading distributor and
provider of value-added logistics services in the fragmented and
highly competitive wireless communications products distribution
market. Strong growth in Brightpoint's Asia-Pacific market segment
has driven a return to growth in each the past three quarters,
despite increased market saturation for wireless handsets and
economic weakness in the U.S.

The company reported revenues of $720 million for the six months
ended June 2003, up 20% from the prior-year period. Net income was
$1.5 million for the six months ended June 2003, compared with a
loss of $53.2 million in the prior-year period. Although revenue
growth is likely to vary significantly by geography, profitability
in fiscal 2003 is expected to continue to benefit from cost-
reduction actions. In addition, the company completed the
repurchase of the zero-coupon convertible notes due 2018 in
June 2003. As a result, Brightpoint has improved its capital
structure and financial flexibility.

Brightpoint has a $70 million U.S. revolving credit facility with
a borrowing base that matures in October 2004. As of June 30,
2003, there were no amounts outstanding under this facility. The
company had global borrowing availability of about $44 million as
of June 30, 2003, and long-term lines of credit outstanding of $13
million. There are no additional near-term debt maturities. With
cash balances of $61.3 million as of June 2003, Brightpoint has
adequate liquidity and access to capital.


BURLINGTON INDUSTRIES: Judge Newsome Okays Disclosure Statement
---------------------------------------------------------------
John D. Englar, Senior Vice President of Burlington Industries,
Inc., reports that the Debtors revised their First Amended Joint
Plan of Reorganization to reflect these modifications:

              Voting Procedures and Requirements

A. Pursuant to Section 502 of the Bankruptcy Code and Rule 3018
   of the Federal Rules of Bankruptcy Procedure and by a
   Bankruptcy Court Order, certain vote tabulation rules have
   been approved that temporarily allow or disallow certain
   Claims for voting purposes only;

B. To be counted, the Ballot must be actually received by 4:30
   p.m., Eastern Time, on October 10, 2003;

C. If a Ballot partially rejects and partially accepts the Plan,
   the Ballot will be identified by the Voting Agent, and, to the
   extent the votes are statistically significant, the Bankruptcy
   Court will determine whether to count the Ballots on or before
   the Confirmation Hearing;

D. If any of the Classes of Holders of Impaired Claims vote
   to reject the Plan:

   (1) the Debtors may seek to satisfy the requirements for
       confirmation of the Plan under the cramdown provisions of
       Section 1129(b) of the Bankruptcy Code and, if required,
       may amend the Plan to confirm to the standards of the
       section, or

   (2) the Plan may be modified or withdrawn with respect to a
       particular debtor, without affecting the Plan as to
       other Debtors, or in its entirety; and

E. Holders of Unsecured Claims in amounts greater than $1,500
   that wish for the Claims to be treated in Class 5 Convenience
   Claims must indicate that election on the Ballot.

                       Confirmation Hearing

The Confirmation Hearing is scheduled for October 30, 2003 at
2:00 p.m. Eastern Time before Judge Newsome.  The Confirmation
Hearing may be adjourned from time to time by the Bankruptcy
Court without further notice, except for the announcement of the
adjourned date made at the Confirmation Hearing.

                          *     *     *

Judge Newsome finds that the First Amended Disclosure Statement
with its revisions contains adequate information for creditors to
make an informed decision on the plan.  Accordingly, the Court
approves the First Amended Disclosure Statement for distribution.
The Debtors are authorized to make non-substantive modifications
to the Disclosure Statement prior to its dissemination.
(Burlington Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BURLINGTON IND: All Creditors' Ballots Due by October 10, 2003
--------------------------------------------------------------
The Bankruptcy Court has approved the Company's disclosure
statement setting forth the terms of its Plan of Reorganization
and other information relating to its proposed emergence from
Chapter 11 as well as proposed procedures for soliciting votes to
accept the Plan. These documents will be sent to the Company's
creditor constituencies on or before September 12, 2003 for review
and approval.

Under the Court's ruling the creditors have until October 10, 2003
to review these documents and approve or object to the Plan. A
confirmation hearing has been set for October 30, 2003 for the
Court to consider confirmation of the Plan. If the Plan is
confirmed, the Company currently expects to emerge from bankruptcy
promptly following the entry of the confirmation order. As
previously announced, the Company's Plan of Reorganization
includes the purchase of Burlington Industries by WL Ross & Co.
for $614 million, subject to adjustments, with a concurrent sale
of Burlington's Lees carpet business to Mohawk Industries Inc.

With operations in the United States, Mexico and India and a
global manufacturing and product development network based in Hong
Kong, Burlington Industries (OTC Bulletin Board: BRLG) is one of
the world's most diversified marketers and manufacturers of
softgoods for apparel and interior furnishings.


CHYPS CBO: S&P Further Junks Note Ratings on Classes A-2A & A-2B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2A and A-2B notes issued by CHYPS CBO 1997-1, an arbitrage
high-yield CBO transaction originated in 1997, and removed them
from CreditWatch with negative implications, where they were
placed July 11, 2003.

The ratings on the class A-2A and A-2B notes were previously
lowered to 'CCC-' from 'BB-' and 'BB-r,' respectively, June 24,
2002. On the same date, the rating on the A-3 notes was lowered to
'CC' from 'CCC-' and the 'AAA' rating on the A-1 notes was
affirmed. The latter rating was eventually withdrawn, following
the complete redemption of the class A-1 notes in July 2002.

The current downgrades reflect new asset defaults and further
deterioration in the credit quality of the assets in the
collateral pool since the last rating action. According to the
most recent trustee report (Aug. 4, 2003), cumulative defaults
added up to $160.8 million versus $139.5 million at the time of
the last rating action. Standard & Poor's also noted that $104.6
million, or 60.4% of the assets in the collateral pool, now come
from obligors rated 'CCC+' or lower. Meanwhile, cumulative losses
on account of credit risk sales increased to $34.3 million from
$29.4 million when the ratings were last revised.

Mounting defaults and credit risk losses have caused the
transaction's overcollateralization ratios to drop continuously
since late 2000. According to the most recent monthly report, the
class A ratio was 78.91%, compared to 89.35% at the time of the
last rating action, and well below the minimum requirement of
118%. At the same time, the class B ratio was 64.68%, in contrast
with a value of 75.28% at the time of the last rating action, and
below its 104% benchmark.

CHYPS CBO 1997-1 Ltd. triggered a technical event of default in
mid-2001 as a result of the failure of the overcollateralization
ratios to equal or exceed 90% of their minimum requirements. This
precluded the portfolio manager from buying or selling any assets,
but this ability was restored with regard to defaulted and credit
risk assets by a May 2002 amendment to the indenture.

Standard & Poor's will monitor the results of new cash flow runs
generated for CHYPS CBO 1997-1 Ltd. to determine the level of
future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios, while still
maintaining their ability to honor all interest and principal
payments on the rated notes. The result of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether the
ratings currently assigned to the notes remain consistent with
the credit enhancement available.

                         RATINGS LOWERED

                       CHYPS CBO 1997-1 Ltd.

                      Rating     Balance
        Class   To          From                 ($ mil.)
        A-2A    CC          CCC-/Watch Neg         135.77
        A-2B    CC          CCC-/Watch Neg          19.66


COOK AND SONS: Files for Bankruptcy Protection in E.D. Kentucky
---------------------------------------------------------------
Earnest Cook and Sons Mining has filed for bankruptcy, almost
three years after buying the former Golden Oak Mining Co. out of
bankruptcy, according to the Louisville Courier-Journal. The
company, a private employer with 400 workers, filed for chapter 11
protection Monday in U.S. Bankruptcy Court in Lexington. The
decision came after Cook and Sons was unable to recover
financially from the April 30 collapse of a coal silo at the
company's Sapphire coal preparation plant at Camp Branch,
according to the online newspaper. All mining operations were shut
down for five weeks while the plant was being repaired.

Company officials released a statement this week that said Cook
and Sons and a sister company expect to continue all mining,
trucking and processing operations during the reorganization, the
Journal-Courier reported. The bankruptcy could become a financial
boon for the company if the court allows it to re-negotiate coal-
supply contracts to electric utilities, The Mountain Eagle of
Whitesburg reported. The newspaper said the bankruptcy could
result in new contracts that would boost the price received by up
to $5 per ton. (ABI World, Aug. 28, 2003)


COOK AND SONS: Chapter 11 Case Summary & 40 Largest Creditors
-------------------------------------------------------------
Debtors: Cook and Sons Mining, Inc.
         Earnest Cook & Sons Mining, Inc.
         147 Big Blue Boulevard
         Whitesburg, KY 41858

Case Nos.: 03-70789 and 03-70790

Chapter 11 Petition Date: August 25, 2003

Court: United States Bankruptcy Court
       Eastern District of Kentucky
       Pikeville Division

Judge: The Honorable Joseph M. Scott, Jr.

Debtors' Counsel: W. Thomas Bunch, Esq.
                  Bunch & Brock
                  271 West Short Street
                  805 Security Trust Bldg.
                  P.O. Box 2086
                  Lexington, Kentucky 40588-2086
                  Telephone (859) 254-5522

(A) Cook and Sons Mining, Inc. 20-Largest Unsecured Creditors:

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

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

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

Don and Marvin Polly
980 Diana Avenue
Naples, FL 34103                   lease arrearage        $238,571
Don Polly
239-261-7897

DBT America - Long Airdox
135 S. Lasalle St
Dept. 3871
Chicago, IL 60674-3871             unsecured              $194,398
David Hurd
540-994-3807

Anthem Blue Cross/Blue Shield
P.O. Box 9001508
Louisville, KY 40290-1508          unsecured              $111,147
Jessica Hicks
513-336-3466

AIG Risk Management
P.O. Box 24410
Canton, OH 44701                   unsecured               $83,970
Mike Shiley
216-479-8948

Lee Adams Heirs
c/o Michael Lee Adams
3261 Tudor Drive
Lexington, KY 40503                lease arrearage         $67,910
Mike Adams
859-296-9696 x230

Paintsville Bolt & Mfg
PO Box 1742
Paintsville KY 41240               unsecured               $64,900
Jimmy Earl, Jr.
606-789-7205

Network Supply
4486 Hwy 15 N
Whitesburg KY 41858                                        $60,197
Phil Davidson
606-633-0505

Perry County Tire Inc
PO Box 660
Hazard KY 41702                                            $55,370
606-436-3146

Zinkan Enterprises
10574 Ravenna Rd
Twinsburg OH 44087                                         $50,933
330-487-1500

Drives & Conveyors
P.O. Box 396
Corbin, KY 40702                                           $48,592
606-528-0500

Electroplate Battery
P.O. Box 134
Drift, KY 41619                                            $46,940
Mike Vanderpool
606-377-2032

Persinger Supply Co
PO Box 188
Prichard WV 25555                                          $46,365
304-486-5401

Industrial Rubber Products
P.O. Box 2348
Charleston, WV 25328                                       $45,962
304-485-6491

Burl and Jacqueline Niece
343 Dean Street
Shepherdsville, KY 40165                                   $36,257
502-955-6575

American Safety Insurance
1845 The Exchange, Suite 200
Atlanta, GA 30339                                          $35,000
770-916-0156

Banks Heirs
2605 Highway 588
Whitesburg, KY 41858                                       $34,943

Lewis Heirs
724 Willard Drive
Kingsport, TN 47663
Whitesburg KY 41858                                        $33,997


(B) Earnest Cook & Sons Mining, Inc. 20-Largest Unsecured
    Creditors:

Creditor                           Nature of Claim          Amount
--------                           ---------------          ------
Charles R. Sexton Trucking Company
228 East Main Street
P.O. Box 280
Whitesburg, KY 41858               unsecured               $31,585
Charles R. Sexton
606-663-1124

Atlas Machine Shop
7000 Global Drive
Louisville, KY 40258               unsecured               $25,536
Leonard Nett
502-584-7262

Yeary Truck Sales
P.O. Box 1858
Middlesboro, KY 40965              unsecured               $22,256
Buddy Yeary
606-648-2588

Worldwide Equipment
Dept. 1265
P.O. Box 2153
Birmingham, AL 35287               unsecured               $13,844
Tim Martin
800-307-4746

Mountain Truck Parts
P.O. Box 189
Isom, KY 41834                     unsecured               $10,864
Codell Gibson
606-633-0263

Quickway Machine Shop
1911 Brookside Lane
Kingsport, TN 37660                unsecured                $7,922
Mike Templeton
423-245-0138

Appalachian Wireless
P.O. Box 14107
Lexington, KY 40512                unsecured                $7,177
Delores Prattie
800-438-2355

Double D and G Trucking, Inc.
130 Kate Hollow Road
Highway 931 North
Whitesburg, KY 41858               unsecured                $7,107
Dennis Mullins
606-633-0604

Hurricane Trucking, LLC
Attn: Bob Collins
11 Brett Drive
Whitesburg, KY 41858               unsecured                $6,715
Bob Collins
606-632-9571

Meghan Trucking Company, Inc.
Attn: Orville Gene Collins
P.O. Box 1541
Whitesburg, KY 41858               unsecured                $5,290
Orville Collins
606-633-9509

Perry County Tires
P.O. Box 660
Hazard, KY 41702                   unsecured                $3,348
Greg Conway
606-436-3146

Greg's Garage
Junction 7 and Highway 931
Ison, KY 41824                     unsecured                $2,269
Greg Hall
606-633-9737

Mine Safety & Health
   Administration
P.O. Box 360350 M
Pittsburgh, PA 15251-6250          unsecured                $1,665
Sandy Barber
606-633-4882

Mica Rae Trucking, Inc.
1103 Highway 7 South
Jeremiah, KY 41826                 unsecured                $1,320
Larry Tolliver
606-633-0920

Dennis Wayne Fleming, CPA
P.O. Box 280
Whitesburg, KY 41858               unsecured                  $400
606-633-8098

Safety Kleen Systems
P.O. Box 382066
Pittsburgh, PA 15250-8066          unsecured                  $105
Mike Downey
800-819-1020


CWMBS INC: Fitch Assigns Ratings to Various Series 2003-39 Notes
----------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-39 is rated by Fitch Ratings as follows:

     -- $486,499,374 classes A-1 - A-20, PO and A-R
        senior certificates 'AAA';

     -- $6,500,000 class M 'AA';

     -- $2,750,000 class B-1 'A';

     -- $1,500,000 class B-2 'BBB';

     -- $1,000,000 privately offered class B-3 'BB';

     -- $750,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.70%
subordination provided by the 1.30% class M, 0.55% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class B-5
(not rated by Fitch). Classes M, B-1, B-2, B-3 and B-4 are rated
'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing; rated 'RPS1' by Fitch), a direct wholly-
owned subsidiary of Countrywide Home Loans, Inc.

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 20- to 30-year fixed-rate mortgage
loans, secured by first liens on one- to four-family residential
properties. As of the closing date (Aug. 28, 2003), the mortgage
pool demonstrates an approximate weighted-average loan-to-value
ratio of 67.65%. Approximately 46.44% of the loans were originated
under a reduced documentation program. Cash-out refinance loans
represent 12.94% of the mortgage pool and second homes 2.92%. The
average loan balance is $502,668. The weighted average FICO credit
score is approximately 742. The three states that represent the
largest portion of mortgage loans are California (63.77%), New
York (5.78%) and Virginia (4.51%). The deal is 77.01% funded as of
the closing date (Aug. 28, 2003). Fitch ensures that the deposits
of subsequent loans conform to representations made by Countrywide
Home Loans, Inc.  None of the mortgage loans are 'high cost' loans
as defined under any local, state or federal laws.

Approximately 97.94% and 2.06% of the mortgage loans were
originated under CHL's standard underwriting guidelines and
expanded underwriting guidelines, respectively. Mortgage loans
underwritten pursuant to the expanded underwriting guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the standard underwriting guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit.


CWMBS INC: Two Series 2003-44 Notes Assigned Low-B Level Ratings
----------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-44 is rated by Fitch Ratings as follows:

     -- $486,999,999 classes A-1 - A-11, PO and A-R
        senior certificates 'AAA';

     -- $6,500,000 class M 'AA';

     -- $2,750,000 class B-1 'A';

     -- $1,500,000 class B-2 'BBB';

     -- $1,000,000 privately offered class B-3 'BB';

     -- $750,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.70%
subordination provided by the 1.30% class M, 0.55% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class B-5
(not rated by Fitch). Classes M, B-1, B-2, B-3 and B-4 are rated
'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing; rated 'RPS1' by Fitch, a direct wholly
owned subsidiary of Countrywide Home Loans, Inc.

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 20- to 30-year fixed-rate mortgage
loans, secured by first liens on one- to four-family residential
properties. As of the closing date (Aug. 28, 2003), the mortgage
pool demonstrates an approximate weighted-average loan-to-value
ratio of 67.95%. Approximately 49.19% of the loans were originated
under a reduced documentation program. Cash-out refinance loans
represent 14.75% of the mortgage pool and second homes 2.46%. The
average loan balance is $505,039. The weighted average FICO credit
score is approximately 742. The three states that represent the
largest portion of mortgage loans are California (64.75%),
Massachusetts (4.35%) and New Jersey (4.04%). The deal is 76.77%
funded as of the closing date (Aug. 28, 2003). Fitch ensures that
the deposits of subsequent loans conform to representations made
by Countrywide Home Loans, Inc.

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

Approximately 97.65% and 2.35% of the mortgage loans were
originated under CHL's standard underwriting guidelines and
expanded underwriting guidelines, respectively. Mortgage loans
underwritten pursuant to the expanded underwriting guidelines may
have higher LTVs, higher loan amounts, higher debt-to-income
ratios and different documentation requirements than those
associated with the standard underwriting guidelines. In analyzing
the collateral pool, Fitch adjusted its frequency of foreclosure
and loss assumptions to account for the presence of these
attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit.


DANA CORP: Board Calls ArvinMeritor Tender Offer "Inadequate"
-------------------------------------------------------------
Dana Corporation (NYSE: DCN) issued the following statement in
response to the announcement by ArvinMeritor, Inc. (NYSE: ARM)
that it will extend the tender period for its offer for
outstanding Dana shares.

"On July 22, Dana's Board of Directors rejected ArvinMeritor's
offer after a thorough review and consultation with its legal and
financial advisors. The Board concluded that the offer is a
financially inadequate, high-risk proposal that is not in the best
interests of Dana or its shareholders and that is subject to
serious financing risks and antitrust concerns that could prevent
its completion. Further, the Board noted that Dana's restructuring
and transformation efforts are producing results and reaffirmed
its belief that Dana's ongoing strategy is a better way to enhance
value for shareholders," said Joe Magliochetti, Chairman and Chief
Executive Officer. "Nothing has changed in this regard.

"The small number of shares tendered to date confirms that many of
our shareholders agree with Dana's Board that ArvinMeritor's offer
is not in their best interest.

"According to its public statements, ArvinMeritor has not yet
obtained the necessary financing for the proposed transaction.
Since the offer was originally announced in July, we believe that
the fast-changing conditions in the debt markets have made, and
will continue to make, this significant challenge even more
difficult. And, ArvinMeritor only recently decided to begin the
process of seeking antitrust approval by making the required Hart-
Scott-Rodino antitrust filing," Mr. Magliochetti continued.

"Contrary to its earlier statements about plans to create a $17
billion combined enterprise, ArvinMeritor is now talking about
significant potential divestitures of the combined company's
commercial vehicle axle assets and other businesses, which would
appear to limit opportunities for synergies and would result in a
very different company from the one originally proposed to
shareholders. Based on this and other factors, including the
declining value of ArvinMeritor's shares since they commenced
their offer, both Dana shareholders and ArvinMeritor shareholders
are understandably questioning whether this deal makes any sense,"
concluded Mr. Magliochetti.

Dana's shareholders, and its customers, suppliers and employees,
are strongly advised to read carefully Dana's
solicitation/recommendation statement regarding ArvinMeritor's
tender offer, because it contains important information. Free
copies of the solicitation/recommendation statement and the
related amendments, which have been filed by Dana with the
Securities and Exchange Commission, are available at the SEC's web
site at http://www.sec.gov, or at the Dana web site at
http://www.dana.com, and also by directing requests to Dana's
Investor Relations Department.

Dana -- whose $250 million debt issue is rated by Standard &
Poor's at 'BB' -- is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs more than 60,000
people worldwide.  Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer
service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.


DEAN FOODS: Will Webcast Investor Presentation on Wednesday
-----------------------------------------------------------
On Wednesday, September 3, 2003 at 2:15 p.m. ET, Dean Foods
Company (NYSE: DF) will host a live audio webcast of its
presentation at the Prudential Securities Back-to-School Consumer
Conference at http://www.deanfoods.com

An archived copy of the webcast will be available shortly
following the completion of the meeting within the Investor
Relations section of the company Web site under Audio Archives.

Dean Foods Company (S&P, BB+ Corporate Credit Rating, Positive) is
one of the nation's leading food and beverage companies.  The
company produces a full line of company-branded and private label
dairy and dairy-related products such as milk and milk-based
beverages, ice cream, coffee creamers, half and half, whipping
cream, whipped toppings, sour cream, cottage cheese, yogurt, dips,
dressings and soy milk.  The company is also a leading
manufacturer of pickles and other specialty food products, juice,
juice drinks and water.  The company operates over 120 plants in
36 U.S. states and Spain, and employs approximately 28,000 people.


DELTA AIR LINES: Extends Exchange Offer for 6.65% & 7.70% Notes
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) extended its offer to exchange its 10
percent Senior Notes due 2008 for any and all of its $300 million
outstanding principal amount of its 6.65 percent Medium-Term
Notes, Series C due 2004, and $500 million outstanding principal
amount of its 7.70 percent Senior Notes due 2005. Delta has
extended the expiration date of the exchange offer until 5 p.m.,
New York City time, on Sept. 4, 2003, unless further extended by
Delta. The other terms of the exchange offer remain unchanged and
it is subject to customary conditions.

As of Aug. 27, 2003, $62,571,000 principal amount of 2004 notes
and $161,613,000 principal amount of 2005 notes had been tendered
and not withdrawn in the exchange offer.

The new notes offered in the exchange offer will not be registered
under the Securities Act of 1933, as amended, and will only be
offered in the United States to qualified institutional buyers in
a private transaction.

Delta Air Lines (S&P/BB-/Negative), the world's second largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offers 5,813 flights each day to 447
destinations in 81 countries on Delta, Song, Delta Express, Delta
Shuttle, Delta Connection and Delta's worldwide partners.  Delta
is a founding member of SkyTeam, a global airline alliance that
provides customers with extensive worldwide destinations, flights
and services.  For more information, go to http://www.delta.com


DOLLAR GENERAL: Names Lawrence V. Jackson President and COO
-----------------------------------------------------------
Dollar General Corporation (NYSE: DG) has named Lawrence V.
Jackson as its new President and Chief Operating Officer,
effective September 22, 2003.

Mr. Jackson will report to David A. Perdue, Chairman and CEO.

Mr. Jackson will be responsible for overseeing all business
operations of the Company, including store operations,
merchandising, new store development and supply-chain functions.
He most recently served as Senior Vice President, Supply
Operations for Safeway, Inc. Prior to joining Safeway, Mr. Jackson
spent 17 years in management at Pepsi Cola Company.

"Lawrence is absolutely the right person for this job," said Mr.
Perdue. "His informed perspective is both strategic and tactical,
and his varied experience at Safeway and Pepsi will enable him to
contribute immediately. He has proven his ability to lead, to
motivate and to effect change in various business situations, and
he fits our culture. I am confident that Lawrence will play a key
role at Dollar General as we move to the next level in the
development of our business model. I am delighted that he is
joining our team."

After receiving both his bachelor's degree and master of business
administration from Harvard University, Mr. Jackson spent three
years with McKinsey & Company, from 1979 to 1981. He then joined
Pepsi-Cola Company, where he remained for more than 17 years,
serving in various functions, including vice president of
operations, distribution and technical services (Pepsi-Cola
Company, Irvin, Calif. 1988-1991), vice president of on-premise
sales, (Pepsi-Cola Company, Dallas, 1991-1992), vice president,
general manager (Pepsi-Cola Company, Atlanta, 1992-1994) and chief
operating officer, senior vice president of worldwide operations
(PepsiCo Food Systems, Dallas, 1995-1997). He joined Safeway in
1997, where he helped improve processes, increase efficiency and
create an infrastructure, resulting in impressive growth in profit
margins.

Jackson was named as one of Fortune Magazine's 50 Most Powerful
Black Executives in 2002 and is on the board of directors for
Radio Shack, Allied Waste, Inc., and Parsons Corporation.

"I am honored to be a member of Dollar General's leadership team,"
said Jackson. "I am impressed with the Company's strong business
model and proven strategy and I look forward to the opportunity to
contribute to the Company's future."

In addition, the Company announced a reorganization of its
executive team to allow a greater focus on specific areas critical
to the Company's growth opportunities. Stonie O'Briant has been
named executive vice president of merchandising, marketing and
strategic planning. Tom Hartshorn has been named executive vice
president of new business development. Both O'Briant and Hartshorn
along with Jeff Sims, vice president of distribution, and Tony
Davis, vice president of transportation, will report directly to
Lawrence Jackson. The Company also announced a search for a new
store operations executive, which will include both internal and
external candidates.

O'Briant is a 30-year retail veteran with company experience in
merchandising, store operations, distribution, marketing and
transportation. Among his recent accomplishments are implementing
the Company's "7 Habits of a Highly Effective Store" program,
store manager training, and newly launched shrink initiatives,
which establish a base for future growth in operations.

"In his 12 years with the Company, Stonie has provided forward-
thinking leadership in developing strategies that will bring
consistency back to our stores. He is recognized as an outstanding
leader in our industry," said Perdue in making the announcement.

In his most recent role as head of merchandising, marketing, and
real estate, Hartshorn has overseen the addition of more than
1,600 new stores, and managed the implementation of new planning
systems and merchandising strategies, that have supported the
Company's same-store sales performance. In this newly created
role, Hartshorn will be responsible for new store development as
well as the introduction of new Company platforms and concepts.
Hartshorn has more than 35 years of retail experience, 11 of them
spent in management at Dollar General.

"The tremendous growth in stores and improvement in merchandise
productivity that the Company has enjoyed for the past few years
is due to Tom's energetic leadership. He will be well positioned
to help the Company realize its future growth opportunities,"
Perdue said.

Dollar General (S&P, BB+ Corporate Credit Rating, Negative) is a
Fortune 500(R) discount retailer with 6,479 neighborhood stores in
27 states as of August 1, 2003. Dollar General stores offer
convenience and value to customers, by offering consumable basics,
items that are frequently used and replenished, such as food,
snacks, health and beauty aids and cleaning supplies, as well as
an appealing selection of basic apparel, housewares and seasonal
items at everyday low prices. The typical Dollar General store has
6,750 square feet of selling space and is located within five
miles of its target customers.


EGAIN COMMUNICATIONS: June Working Capital Deficit Tops $172K
-------------------------------------------------------------
eGain Communications Corporation (NASDAQ: EGAN), a leading
provider of eService software for the Global 2000, announced
financial results for the fourth quarter and fiscal year ended
June 30, 2003.

Revenue for the quarter was $5.4 million, an increase of 3%
compared to $5.2 million for the quarter ended March 31, 2003. For
the fiscal year ended June 2003, revenue was $22.1 million, a
decrease of 27% compared to revenue of $30.4 million in fiscal
2002.

On a generally accepted accounting principles basis, including
depreciation, amortization, other non-cash and restructuring
charges, net loss applicable to common stockholders for the
quarter ended June 30, 2003, was $3.6 million, or $0.10 per share,
compared to $4.2 million, or $0.11 per share for the quarter ended
March 31, 2003. For the fiscal year ended June 30, 2003, net loss
applicable to common stockholders on a GAAP basis was $18.4
million, or $0.50 per share, compared to a net loss applicable to
common stockholders of $166.1 million, or $4.58 per share in
fiscal 2002. In fiscal 2002 the net loss applicable to common
stockholders on GAAP basis included $36.8 million impairment of
long-lived assets, $33.2 million amortization of goodwill and
$43.8 million beneficial conversion on preferred stock.

Pro forma net loss was $149,000 or $0.00 per share for the quarter
ended June 30, 2003, compared to a pro forma net loss of $120,000,
or $0.00 per share, for the quarter ended March 31, 2003. For the
fiscal year ended June 2003, pro forma net loss was $3.1 million,
or $0.09 per share, compared to $25.0 million, or $0.69 per share,
in fiscal 2002. Pro forma net income (loss) figures exclude
depreciation, amortization, accreted dividends and restructuring
charges. A table reconciling the pro forma net income (loss) to
GAAP net loss is included in the condensed consolidated financial
statements in this release.

Total cash and cash equivalents increased by $900,000 during the
June 2003 quarter to approximately $5.2 million at June 30, 2003.

                         Reverse Stock Split

eGain also announced that its Board of Directors has voted to
execute a one-for-ten reverse stock split. Stockholders granted
the board authority to do so at the Company's annual meeting held
in November. To effect the reverse stock split, the Company
intends to file an amendment to its Certificate of Incorporation
on August 19, 2003. The Company will begin trading under the new
symbol, "EGAND" on Wednesday, August 20, 2003. After 20 trading
days, the symbol will revert back to "EGAN."

                       Fiscal 2003 in Review

"In July 2002, we set two goals for fiscal 2003: first, to achieve
pro forma operating breakeven in the December 2002 quarter and to
sustain it; and second, to further enhance our product leadership
in the customer service and contact center market," said Ashu Roy,
CEO of eGain. "We substantially achieved both goals -- thanks to
the efficiency of our proven global operating model, the support
of our blue-chip customers, and the commitment of our team. In
fiscal 2003, we delivered three consecutive quarters of near
break-even operating performance in a tough market. To put it in
perspective, even with a 27% decrease in revenues in fiscal 2003,
our pro forma operating loss of $3.1 million improved by almost
90% from $25 million in fiscal 2002. What makes this more
significant is we achieved these financial results without
compromising our ongoing commitment to product innovation and in
the March quarter, we successfully launched eGain Service 6 -- the
biggest product enhancement in the company's history."

Fiscal 2003 Business Highlights

eGain Service 6 Launch and Market Adoption:

-  eGain Service 6, the company's latest software release,
    appeals to enterprise as well as high-growth businesses
    looking to seamlessly extend multi-channel interaction
    management with content management, service fulfillment, and
    multi-tenancy in their contact center operations.

-  eGain announced the "SafeSwitch" Program designed to replace
    competitive eService systems unable to cope with evolving
    business requirements and have been marginalized due to
    drastically reduced research and development investment or
    mergers and/or acquisitions. Six companies replaced their
    existing eService systems with eGain solutions over the past
    few months.

Customer Loyalty:

The following represents a sample of new and existing customers,
by region, that acquired or expanded their use of eGain solutions
in fiscal 2003:

North America:

    GE Appliances, Janus Capital Group, Verizon Communications,
    Aliant Inc., Lockheed Martin Information Technology, Staples
    Inc., AA Cargo, Trendwest Resorts, Vistaprint, Newline Cinema,
    Agora Media, Garnett Hill, ASAP Software, Morningstar.com,
    winecountrygiftbaskets.com, Monster.com, OnStar Corporation,
    Replacements, Ltd. and Teleperformance USA.

International:

    Vodafone, Virgin Mobile, Barclays, Irish Ferries, Prolog,
    BG Transco, Orange, NTL, Poste Italiane, Nuon, Cheltenham
    & Gloucester, GE Capital, Friends Provident, Skandiaviska
    Enskilda Banken AB, NS Solutions, Bank of Tokyo Mitsubishi,
    DoCoMo AOL, Osaka Government, OMRON and Hitachi.

eGain participated in the North America User Conference 2003, held
at Las Vegas. eGain believes the theme "Do More with Less"
resonated strongly with the company's customers who were in
attendance. World-class companies from telecom, financial
services, retail, utilities, high-technology and other sectors,
participated at the event.

Industry Endorsements:

-  eGain was rated as a visionary in Gartner Group's eService
    magic quadrant 2003, the only vendor to win this rating two
    years in a row.

-  eGain was featured by a Tower Group report on best-of-breed
    Web self-service sites in the financial services industry.
    The only sites featured in the report were ABN AMRO and
    JPMorgan Chase, both powered by eGain's self-service
    solutions.

-  eGain LiveWebT was selected as a product of the year by
    Customer Interaction Solutions Magazine.

Fourth Quarter and Fiscal 2003 Financial Highlights

Revenue:

Revenue for the June 2003 quarter was $5.4 million compared to $
5.2 million for the March 2003 quarter and $6.3 million for the
June 2002 quarter. This represents an increase of 3% from the
prior quarter and a decrease of 15% from the comparable year-ago
quarter. For the fiscal year ended June 2003, revenue was $22.1
million, a decrease of 27% compared to revenue of $30.4 million in
fiscal 2002.

Licensed Revenue was $1.5 million representing an increase of 50%
from the prior quarter and a decrease of 35% from the comparable
year-ago quarter. For the fiscal year ended June 2003, licensed
revenue was $6.1 million, a decrease of 39% compared to licensed
revenue of $10.0 million in fiscal 2002.

Hosting Revenue was $819,000, representing a decrease of 7% from
the prior quarter and a 27% decrease from the comparable year-ago
quarter. For the fiscal year ended June 2003, hosting revenue was
$3.7 million, a decrease of 35% compared to hosting revenue of
$5.6 million in fiscal 2002.

Support and services revenue was $3.1 million, representing a
decrease of 8% from the prior quarter and a 5% increase from the
comparable year-ago quarter. For the fiscal year ended June 2003,
support and services revenue was $12.3 million, a decrease of 17%
compared to support and services revenue of $14.8 million in
fiscal 2002.

International revenue accounted for 44%, and domestic revenue
accounted for 56% of total revenue for the quarter, compared to
54% international revenue and 46% domestic revenue for the prior
quarter. For the fiscal year ended June 30, 2003, international
revenue accounted for 49%, and domestic revenue accounted for 51%
of total revenue.

Earnings:

On a GAAP basis, net loss applicable to common stockholders for
the June 2003 quarter was $3.6 million or $0.10 per share, versus
a net loss applicable to common stockholders of $4.2 million, or
$0.11 per share in the prior quarter and $57.5 million, or $1.57
per share in the comparable year-ago quarter. The GAAP basis net
loss applicable to common stockholders for the fiscal year ended
June 2003 was $18.4 million, which represents a reduction of
$147.8 million or 89% from $166.1 million in fiscal 2002. In
fiscal 2002, the net loss applicable to common stockholders on
GAAP basis included $36.8 million impairment of long-lived assets,
$33.2 million amortization of goodwill and $43.8 million
beneficial conversion on preferred stock.

For the June 2003 quarter, pro forma net loss was $149,000 or
$0.00 per share, compared to pro forma net loss of $120,000, or
$0.00 per share, in the prior quarter and a pro forma net loss of
$5.6 million or $0.15 per share, in the comparable year-ago
quarter. For the fiscal year ended June 2003, the pro forma net
loss was $3.1 million representing a decrease of 88% or $21.9
million compared to $25.0 million for fiscal 2002.

                        Balance Sheet

Cash:

Total cash and cash equivalents were $5.2 million at
June 30, 2003, an increase of $900,000 from $4.3 million at March
31, 2003. Included in the June 30, 2003 balance was $790,000 of
restricted cash compared to $1.1 million of restricted cash at
March 31, 2003. Total cash and cash equivalents at the end of June
2002 was $9.9 million which included no restricted cash.

eGain's June 30, 2003, balance sheet discloses a $172,000 working
capital deficit.

Days Sales Outstanding (DSO):

DSO for the June 2003 quarter was 55 days compared to 58 days
during the prior quarter and 71 days during the comparable year-
ago quarter.

eGain (NASDAQ: EGAN) is a leading provider of software and
services for the Global 2000 that enable knowledge-powered multi-
channel customer service. Selected by 24 of the 50 largest global
companies to transform their traditional call centers into multi-
channel contact centers, eGain solutions measurably improve
operational efficiency and customer retention - thus delivering a
significant return on investment (ROI). eGain eService Enterprise
-- the company's integrated software suite - includes applications
for knowledge management, self-service, email management, Web
collaboration and productized integrations with existing call
center infrastructure and business systems. Headquartered in
Sunnyvale, California, eGain has an operating presence in over 10
countries and serves over 800 enterprise customers on a worldwide
basis -- including ABN AMRO Bank, DaimlerChrysler and Vodafone. To
find out how eGain can help you gain customers and sustain
relationships, visit http://www.eGain.com


ENRON: Unit Wins Case vs Sierra Pacific re Terminated Contracts
---------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) said the Bankruptcy Court for
the Southern District of New York has rendered a decision in
Enron's bankruptcy proceedings granting Enron Power Marketing
Inc.'s motion for summary judgment with respect to Enron's claims
for terminated contracts.

Walt Higgins, chairman and CEO of Sierra Pacific Resources, said,
"We are currently studying the decision and will consider all
possible courses of action once an order is issued.

"We are disappointed with this decision but, as I've said on many
occasions during Enron's bankruptcy proceedings, we will
aggressively pursue our rights throughout the court system.  We do
not believe those who were largely responsible for the 2000-2001
western energy crisis should benefit in any way from the
dysfunctional marketplace they helped create."

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California. Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada.  Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns a 50% interest in an interstate
natural gas transmission partnership.


EXIDE TECHNOLOGIES: Judge Carey Approves Disclosure Statement
-------------------------------------------------------------
Judge Carey finds that Exide Technologies's Disclosure Statement,
as amended, provides adequate information to allow a hypothetical
creditor to make an informed decision whether to accept or reject
the Debtors' Amended Plan.  Accordingly, Judge Carey approves the
Disclosure Statement and authorizes the Debtors to distribute the
Plan to creditors.

Judge Carey will hold a hearing on October 21, 2003 to consider
the confirmation of the Amended Plan. (Exide Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY INC: Wants SDNY Court to Disallow Scores of Claims
----------------------------------------------------------
The Genuity Debtors object to various Claims on seven
different grounds.

                    A. Duplicative Claims

Eight duplicative claims were filed against the Debtors in their
bankruptcy cases.  According to Erin T. Fontana, Esq., at Ropes &
Gray, if a claim represents only one obligation, the claimant is
entitled to only one distribution as well.

The Debtors, therefore, ask the Court to expunge and disallow the
duplicate claims to avoid a double recovery by the Claimants.
The Debtors note that for each expunged Duplicate Claim, the
Claimant will retain a Claim against the estate.  However, the
Remaining Claim will be subject to the Debtors' right to object
to the Claim on grounds other than those asserted, including the
Claimants' asserted classification of the Remaining Claims, at a
later date.

The Duplicate Claims are:

                              Duplicate   Remaining
   Claimant                   Claim No.   Claim No.    Amount
   --------                   ---------   ---------    ------
   Rev. Al- Marilyn E. Wood      5355         104      $4,488
   CA-Orange County Treas.       5258        5318      18,480
   FL-Jefferson County Tax        410         223      18,877
                                  413
   GA-Lamar County Tax            411         257       3,042
                                  412
   NC-City County Tax            5407        5292      83,208
   OH-County of Geauga Treas.    5261        5262      16,064

                        B. Amended Claims

Three claimants filed proofs of claim, which were later on
amended or superseded by subsequent claims.  Since each Claim
represents only one obligation against the Debtors, Ms. Fontana
asserts that the Court should expunge and disallow the Amended
Claims.  Each Claimant will be allowed one remaining claim, which
will be subject to the Debtors' right to object to on grounds
other than those asserted.

The Amended Claims are:

                           Amended     Remaining
   Claimant                Claim No.   Claim No.       Amount
   --------                ---------   ---------       ------
   Pursley Givens             154          295        $77,689
   NC- Guilford County         24         5418         24,029
   Nortel Networks Inc.      2826         5485    166,239,626

                        C. Equity Claims

Ownership of the Debtors' stock or of options to purchase stock,
Ms. Fontana says, constitutes an equity interest, and not a claim
against the Debtors' estates.  Moreover, pursuant to the Bar Date
Order, holders of equity interest in the Debtors are excluded
from the requirement of filing proofs of claim in these cases.
In this regard, the Debtors ask the Court to expunge 17 claims
filed by equity interest holders.

The Debtors do not believe that there will be any distribution to
equity holders in these cases.  Thus, expunging the Equity Claims
will not impair the equity holders' rights.

The Equity Claims include:

       Claimant                     Claim No.        Amount
       --------                     ---------        ------
       Dicerbo Assoc. LLC              5487         $35,576
       Judy Gilder                     5463           5,500
       Mark Gilder                     5464          44,000
       Mark & Judy Gilder              5462           3,300
       Patel Trustee Sureshi           5477           5,000
       Rose Howard                     2475           2,837
       Morris & Elaine Morris          5475          11,000
       Gary M. Venancio                5473           3,000
       Fernando Raffaele Mancini       5488          14,918
       Charles & Mary-Lynn Allen       5479           2,350

                       D. No Basis Claims

The Debtors want 75 claims asserting a total of $5,081,836
disallowed and expunged in their entirety.   Ms. Fontana explains
that the Claims are not properly allowable for one reason or
another, and the holders of these No Basis Claims are seeking
recoveries for which they are not entitled to.

Among the No Basis Claims are:

       Claimant                     Claim No.        Amount
       --------                     ---------        ------
       Capital Printing                1769        $362,957
       Martin Healey                   2404         681,962
       Ipass Inc.                      4028         134,872
       Isiscom LLC                     3738         113,075
       Legato Systems Inc.             3465         250,000
       NRC Corp.                       2825         602,323
       NY-Dept. of Taxation            5388         206,950
       Starnet Inc.                    4025         595,276
       Telefonica Data                 4031         217,280
       Telefonica Larga                3873         383,944

                         E. Late Claims

The Debtors object to eight untimely filed claims.  All of these
Claims were filed after the April 18th General Bar Date,
Rejection Bar Date, and Governmental Bar Date.  Furthermore, the
Claimants were not granted an extension of the Bar Dates or
otherwise excused from filing a proof of claim pursuant to the
Bar Date Order.  The Debtors ask Judge Beatty to expunge and
disallow these Late Claims in their entirety:

       Claimant                     Claim No.        Amount
       --------                     ---------        ------
       City of Gilroy                  5476          $5,420
       GA-Floyd County Tax             5489             454
       IN-Howard Co. Treas.            5482          19,346
       MA-City of Boston               5458          54,733
       NC-Lee County Tax               5457             788
       NY-County of Schenectady        5468           9,637
       TN-Dept. of Rev.                5459         833,774
       TX-Hondo Ind. School            5481           1,745

            F. Misclassified and/or Overstated Claims
                to be Reduced and/or Reclassified

According to Ms. Fontana, 72 claims filed in the Debtors' claims
register are either misclassified or overstated.  For instance,
some of the Claims were filed as secured or priority claims.  The
Debtors' books and records, however, reflect that these
classifications are inaccurate.  Additionally, the Debtors
believe that some of the claims were filed in excessive amounts.
Therefore, the Debtors ask the Court to reclassify these
misclassified claims to unsecured status, and to reduce the
overstated claims.

Among the Misclassified and Overstated Claims are:

                                      Overstated      Reduced
Claimant                 Claim No.      Amount        Amount
--------                 ---------    ---------       -------
300 Metronorth Corp.         315     $1,162,477    $1,099,684
American Landmark III       3798      5,466,796     4,891,702
Cambridgepark 150 Realty    2748      1,051,947       990,457
CEP Second St. Investors    3752      1,678,796     1,661,141
Commonwealth Grand Ave.     3114        729,691       652,596
FL-Hillsborough County      5382        312,561       135,675
The Irvine Co.              4030        492,135       468,855
Liberty Prop. Ltd.          4380      1,426,843       928,784
Polaris Ventures IV Ltd.     335        129,784       127,462
Robert Samuel               3806        387,319       149,740

                      G. No Support Claims

The Debtors ask the Court to expunge 120 claims filed by
claimants who failed to provide sufficient documentation to
support their claims.  The liabilities asserted in the Claims are
not contained in the Schedules and Statements, and neither were
the Claims identifiable through the Debtors' review of their
books and records.  However, if any of the Claimants can provide
evidence corroborating the Claims on or before the deadline to
respond to the Debtors' objection, the Debtors will consider the
evidence and proceed as if a response has been filed.

The 10-largest of 120 insufficiently documented Claims are:

       Claimant                     Claim No.         Amount
       --------                     ---------         ------
       APCN-2 Cable Consortium         4244       $1,367,517
       AT&T Corp.                      4242          526,993
       Avaya                             25           67,916
       Boston Edison Co.                 90          130,754
       Boston Edison Co.               2017           93,108
       Carlson Implementation          4437          257,916
       Firstnet Services Ltd.          1451           73,680
       GE Network Sol'n.               1141          220,003
       RW Hyde Const.                  2317           96,476
       Skytel Comm.                     328          134,918
(Genuity Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GEO SPECIALTY: Obtains Amendment to Senior Credit Agreement
-----------------------------------------------------------
GEO Specialty Chemicals, Inc. has successfully obtained an
amendment to its Senior Credit Agreement. The amendment allows for
continued access by GEO to its revolving loan facility and the
payment of interest due to the holders of GEO's 10-1/8% Senior
Subordinated Notes due 2008 within the 30-day grace period that
commenced on August 1, 2003.  As part of the amendment, $6.1
million of additional funding was obtained through the issuance of
a Senior Promissory Note.  CIBC World Markets advised GEO in
connection with the amendment.

"With the amendment and the payment of the interest due to our
bondholders, GEO now has the flexibility and the liquidity needed
to pursue its business plans," stated William P. Eckman, GEO's
Chief Financial Officer.

GEO (S&P, CCC+ Corporate Credit Rating, Negative) is a global
manufacturer of specialty chemicals serving the water-treatment,
rubber and plastics, coating, construction, opto-electronics and
compound semiconductor industries. GEO has seventeen plants in the
USA, two plants in Europe, and one in Australia.


GOODYEAR TIRE: Furloughing Staff at NAT Manufacturing Locations
---------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) will eliminate
approximately 500 salaried and non-bargaining unit positions at
its North American Tire manufacturing locations. The reductions
will affect management and staff positions at most manufacturing
plants throughout North America.

Each location is developing its own restructuring plan for how the
reductions will be achieved. When the plans are finalized within
the next few weeks, local management will communicate the specific
details to associates at their facilities. It is expected that the
reductions will be completed by the end of September.

"When we announced our turnaround plan at the end of last year, we
said that difficult decisions would be required," explained Jon
Rich, president of Goodyear's North American Tire business unit.
"This is one of those very difficult actions, but it is absolutely
necessary to achieve our cost reduction objectives."

Earlier this year, Goodyear eliminated approximately 700 salaried
positions, the majority of which were located at its headquarters
in Akron, Ohio.

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

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


GOODYEAR TIRE: Brings-In Thomas A. Connell as VP and Controller
---------------------------------------------------------------
The Goodyear Tire & Rubber Company has named Thomas A. Connell
vice president and controller.

Connell, 54, formerly vice president and corporate controller for
TRW Inc., will join Goodyear September 1.  He will report to
Stephanie W. Bergeron, senior vice president, corporate financial
operations.

"Tom brings to Goodyear experience as TRW's controller for six
years as well as his financial leadership in its operating
businesses," said Bergeron. "His knowledge of both technical and
operational accounting as well as financial analysis will be
important as our corporate financial team further aligns itself to
support Goodyear's turnaround."

Connell joined TRW in 1979 as manager of financial accounting.  He
was named director of financial reporting in 1983; finance
director and controller, valve division in 1986; and finance
director and controller, engine components in 1987.  He became
vice president of finance, occupant restraint systems in 1990 and
was named to his most-recent position in 1996. TRW was recently
acquired by Northrop Grumman Corp.

Prior to joining TRW, Connell was an audit supervisor with
accounting firm Ernst & Ernst from 1970 to 1979.   He worked in
the company's Cleveland and Sao Paulo, Brazil offices.

A native of Bayonne, N.J., Connell earned a bachelor of business
administration in accounting and a master of business
administration degree from John Carroll University.  He is a
Certified Public Accountant.

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

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


HEALTHSOUTH CORP: Payment Blockage of Past Due Interests Waived
---------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced that its
lending banks have waived a payment blockage to allow past due
interest to be paid to the holders of the Company's subordinated
indebtedness. The banks had previously issued a payment blockage
notice with respect to the Company's subordinated indebtedness,
which blockage would have precluded holders of those instruments
from receiving past due interest.

The Company also announced that it will transfer sufficient funds
to the trustees for holders of all of its outstanding notes to
permit payment of interest on past due interest owed to these
holders in accordance with the terms of the relevant indentures.
It is expected that payment of the past due interest will be made
to the holders of Company's notes shortly after the record date of
August 29, 2003.

"We're pleased to have received this waiver, representing the
culmination of active negotiations by the Company with our bank
lenders to pay past due interest owed to our subordinated
noteholders," said Joel C. Gordon, HealthSouth's Interim Chairman.
"We greatly appreciate the support our banks have shown in our
turnaround efforts. These interest payments represent another step
in addressing our financial situation and restoring our financial
credibility."

As previously announced, on August 12, 2003, HealthSouth paid $117
million to its lending banks and the trustees under its
indentures, representing payment of all past due interest owed by
the Company under its various borrowing agreements.

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


HIGHWAY ONE OWEB: Ex-Accountant Raises Going Concern Uncertainty
----------------------------------------------------------------
HJ & Associates, L.L.C., Certified Public Accountants, of Salt
Lake City, Utah, audited Highway One Oweb Inc.'s financial
statements for the fiscal year ended December 31, 2002, and
reviewed the Company's financial statements for the quarterly
periods ended March 31, 2003, and June 30, 2003.

On August 19, 2003, the Company's Board of Directors resolved to
engage Seligson & Ginnatasio, Certified Public Accountants, of
North White Plains, New York, to review its financial statements
for the quarterly period ended September 30, 2003, and to audit
its financial statements for the year ended Dec. 31, 2003.

The reports of HJ & Associates, L.L.C. contained a "going concern"
qualification.


INTEGRATED HEALTH: Assigns Ventas Allowed Claims to TRS LLC
-----------------------------------------------------------
The Confirmation Order provides that any and all of the claims of
Ventas, Inc., and Ventas Realty, Limited Partnership against
Integrated Health Services, Inc., and its debtor-affiliates will
be allowed as a general unsecured claim for $1,200,000.

Ventas, Inc. and Ventas Realty assigned the Allowed Claim to
Ventas TRS, LLC.  Accordingly, the parties stipulate that any and
all distributions on account of the Allowed Claim would be
distributed to Ventas TRS. (Integrated Health Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 609/392-0900)


IVACO INC: Disappointing Q2 Results Shows $2.3M Operating Loss
--------------------------------------------------------------
Ivaco Inc. reported its results for the second quarter ended
June 30th, 2003.

Paul Ivanier, President and Chief Executive Officer, said that the
operating loss for the second quarter ended June 30, 2003 was $2.3
million compared to operating earnings of $24.4 million in 2002.
The Steel segment reported operating earnings of $3.4 million in
2003 compared to $11.1 million last year, while the Fabricated
Steel Products segment's operating loss was $2.6 million compared
to operating earnings of $15.1 million in 2002. The Precision
Machined Components segment reported operating earnings of $1.1
million, which is similar to last year's second quarter.

Mr. Ivanier said that the disappointing second quarter results
compared to last year's second quarter were due in part to lower
sales in both the Steel segment and the Fabricated Steel Products
segment. About 70% of Ivaco's products are sold to U.S. customers
and the Company generated approximately 10% less in Canadian
dollar revenues from these sales in the second quarter of 2003
compared to last year's second quarter due to the higher value of
the Canadian dollar in relation to the U.S. dollar. The impact of
the higher Canadian dollar accounted for approximately $10.8
million of the reduction in EBITDA in the second quarter of 2003
compared to last year's second quarter, Mr. Ivanier commented. The
second quarter results were also negatively impacted by U.S. anti-
dumping duties on shipment of certain wire rod to the U.S., which
took effect in October 2002, as well as the higher costs of
purchasing raw materials such as scrap and higher energy and other
manufacturing costs.

Mr. Ivanier said that sales in the Steel segment were lower than
last year's second quarter. Tons shipped of wire rod were down
about 8% compared to last year's second quarter but tons shipped
of billets compensated for the lower rod shipments. The impact of
the higher value of the Canadian dollar versus the U.S. dollar was
a significant factor contributing to lower sales in the Steel
segment, he added. Sales in the Fabricated Steel Products segment
were also lower in the second quarter compared to last year mainly
as a result of lower shipments of fastener products and wire and
wire products. As in the case of the Steel segment, the impact of
the higher Canadian dollar versus the U.S. dollar also resulted in
reduced sales and operating earnings in the Fabricated Steel
Products segment.

Mr. Ivanier commented that Ivaco Rolling Mills and Sivaco Quebec
are running full out so far into the third quarter while
production levels at Ifastgroupe's Infasco division are now
operating on two shifts in order to reduce inventory levels.

In order to return to profitability, the Company is continuing to
address cost cutting and cost efficiency measures including
discussions with its unions and the introduction of the Kaizen
method at Ivaco Rolling Mills. The Kaizen method is a Japanese
technique involving many small groups of employees who work
together to improve operating efficiency. The increase in the
relative value of the Canadian dollar to the U.S. dollar during
the first half of 2003, combined with the increase in scrap,
transportation and energy costs have together had a significantly
negative impact on operating earnings and cash flow during the
first half of 2003. This in turn has resulted in liquidity and
financing challenges for the Company which the Company is
currently addressing in discussions with its lenders, among other
things. In May 2003, the Company announced that it had suspended
dividends on its preferred and second preferred shares as a cash
conservation measure.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum. In addition, Ivaco's
fabricated steel products operations have a rated production
capacity in the area of 400,000 tons per annum of wire, wire
products and processed rod, and over 200,000 tons per annum of
fastener products. Shares of Ivaco are traded on The Toronto Stock
Exchange.

        Management's Discussion and Analysis - June 30, 2003

Results of Operations

Net sales for the second quarter of 2003 were $206.9 million, down
$38.4 million or 15.7% over second quarter 2002 net sales of
$245.3 million. In the Steel segment, external sales for the
quarter declined $12.4 million or 13.1 % versus the same period
last year. Total tons shipped of wire rod were down about 8%
compared to last year's second quarter but tons shipped of billets
compensated for the lower rod shipments. The impact of the higher
value of the Canadian dollar versus the U.S. dollar of
approximately 10% was a significant factor contributing to the
lower sales in the Steel segment. The Fabricated Steel Products
segment reported a decline in sales of $27.5 million or 20.2%
compared to the same period last year, as a result of the ongoing
sluggish global and domestic economies throughout the second
quarter of 2003, and the impact of the higher Canadian dollar
versus the U.S. dollar. Improved axle sales helped the Precision
Machined Components segment increase its sales 11% to $15.9
million from $14.3 million during the same quarter last year.

EBITDA is defined as operating earnings before foreign exchange
gains or losses, net interest expense, dividends on Second
Preferred Shares, Series 5, amortization and income taxes. EBITDA
is not a measure of performance under Canadian generally accepted
accounting principles, however, management uses this performance
measure in assessing the operating performance of its reportable
segments. The Company reported an EBITDA loss of $2.3 million for
the quarter ended June 30, 2003. This compares with a positive
EBITDA of $24.4 million for the same period last year. The
stronger Canadian dollar in relation to the U.S. dollar was a
significant factor accounting for approximately $10.8 million of
the reduction in consolidated EBITDA in the second quarter of
2003. In addition, EBITDA in the Steel segment which was reduced
to $3.4 million in the second quarter of 2003 from $11.1 million
in 2002 was impacted by U.S. anti-dumping duties on shipments of
certain wire rod to the United States, and increased scrap, labor
and energy costs.

The lower volumes of shipments at the Company's fastener
operations and wire operations, combined with the impact of the
higher Canadian dollar relative to the U.S. dollar, and increases
in raw material and energy costs, resulted in a negative EBITDA
for the Fabricated Steel Products segment of $2.6 million in the
second quarter of 2003 compared with EBITDA of $15.1 million
in 2002. In the Precision Machined Components segment, despite the
increased sales volumes, operating margins were lower for certain
of its product lines and resulted in EBITDA remaining at the same
level as the previous year. Ivaco's other segment, which includes
corporate and other, reported an EBITDA loss of $4.2 million
compared to an EBITDA loss of $3.0 million last year.

Net interest expense during the second quarter of 2003 increased
by $0.8 million to $6.6 million from $5.8 million for the same
quarter last year, principally as a result of an increase in
interest rates on the Company's floating rate long-term debt.

In accordance with GAAP, undeclared cumulative cash dividends of
$1.8 million on Second Preferred Shares, Series 5, for the three
months ended June 30, 2003 have been accrued. Amortization costs
declined to $11.2 million in 2003 from $12.5 million in last
year's second quarter.

Net sales for the first half of 2003 were $441.3 million; a
decrease of $34.2 million or 7.2% compared to first half of 2002
sales of $475.5 million. In the Steel segment and the Fabricated
Steel Products segment, net sales decreased by $7.0 million and
$29.4 million respectively, for the first six months versus the
same period last year. In the Precision Machined Components
segment, net sales increased by $2.2 million. EBITDA for the first
half of 2003 in the Steel segment, Fabricated Steel Products
segment and the Precision Machined Components segment were lower
than 2002 levels by $13.2 million, $25.0 million and $0.6 million,
respectively.

                  Liquidity and Capital Resources

Operating Activities

The net loss from operations, adjusted for items not affecting
cash, used $8.5 million of cash for the three months ended
June 30, 2003. For the same period last year, net earnings from
operations, similarly adjusted, provided $12.8 million of cash.
The unfavorable change was a result of lower sales, the higher
Canadian dollar versus the U.S. dollar and increased scrap,
transportation, labor and energy costs. Working capital items
provided $26.6 million of case in the second quarter of 2003 due
primarily to lower accounts receivable and inventories, and higher
accounts payable. This increase in cash was offset by the cash
funding of employee future benefits in excess of expenses and by
non-cash foreign exchange gains, other than on long-term debt, of
$3.9 million and $5.3 million, respectively. For the three months
ended June 30, 2002, working capital items provided $4.0 million
of cash. Higher cash funding of employee future benefits resulted
in a cash usage of $5.5 million and higher non-cash foreign
exchange gains, other than on long-term debt, resulted in a cash
usage of $2.6 million.

For the six months ended June 30, 2003, the net loss from
operations, adjusted for items not affecting cash, resulted in a
cash outflow of $4.0 million. Operations provided $30.6 million of
cash, similarly adjusted, for the first half of 2002. The
unfavourable cash flow change was due primarily to lower operating
earnings in the first half of 2003. Working capital items provided
$21.4 million of cash in the first six months of 2003, mainly due
to lower accounts receivable, lower prepaid expenses and higher
accounts payable since December 31, 2002, which was offset by the
cash funding of employee benefits in excess of expenses and non-
cash foreign exchange gains, other than on long-term debt, of $7.1
million and $9.5 million, respectively. This compares with a cash
outflow of $6.8 million in the first half of 2002, resulting
primarily from higher accounts receivable and inventories since
December 31, 2001. The cash funding of employee future benefits in
excess of expenses and the foreign exchange gains, other than on
long-term debt, of $8.5 million and $2.6 million, respectively,
also reduced the cash provided by operating activities in the
first half of 2002.

Financing Activities

The repayment of long-term debt in the first half of 2003 included
scheduled debt payments and a $10 million reduction in revolving
bank lines. Bank indebtedness increased in the first half of both
years as a result of the operating activities.

During the second quarter, the Company issued 694,246 Class A
Subordinate Voting Shares with an aggregate value of $1.0 million
as partial contribution to some of its U.S. pension plans. On
March 31, 2003, the Company redeemed 465,643 Second Preferred
Shares, Series 5 at $25.00 per share by issuing 6,032,484 Class A
Subordinate Voting Shares with an aggregate value of $11.3
million.

In May 2003, the Company suspended dividends on its Preferred and
Second Preferred Shares as a cash conservation measure.

Investing Activities

Net additions to capital assets was $2.9 million for the six
months ended June 30, 2003, similar to the previous year. During
the second quarter of 2003, the Company disposed of its investment
in a joint venture and received $1.4 million in cash.

Cash Resources

Cash and cash equivalents were nil at June 30, 2003 compared to
$27.7 million at December 31, 2002. For the six months ended
June 30, 2003 operating activities provided $0.2 million of cash
while financing activities used $26.9 million, including the
repayment of long-term debt. Investing activities used $1.0
million. The ratio of current assets to current liabilities was
1.3:1 compared to 1.5:1 at December 31, 2002.

The increase in the value of the Canadian dollar relative to the
U.S. dollar, the increase in scrap prices, transportation and
energy costs and the imposition of U.S. anti-dumping duties,
impacted the Company's EBITDA and liquidity, and resulted in the
Company not being in compliance with one of the financial
covenants under one of its Credit Agreements as at June 30, 2003.
The Company has received a waiver of compliance for that covenant
for the relevant period and the Company is also actively working
with lenders to address the liquidity and financing challenges it
is currently confronting.

Outlook

The higher value of the Canadian dollar in relation to the U.S.
dollar has had an adverse affect on selling prices for the
Company's export products. Other market conditions that depressed
second quarter earnings are expected to continue for the balance
of the year. In addition, costs of purchasing scrap have begun to
increase during the third quarter of 2003 and if this trend
persists it could have a further negative impact on margins in the
second half. As a result, the Company is addressing liquidity and
financing issues and firmly continues to address cost cutting and
cash efficiency measures including discussions with its unions and
the introduction of the Kaizen method at Ivaco Rolling Mills.


JOHNSONDIVERSEY: Moody's Assigns B3 Rating to Sr. Discount Notes
----------------------------------------------------------------
Moody's Investors Service rates the $406.3 million senior discount
notes of JohnsonDiversey Holdings, Inc., parent of
JohnsonDiversey, Inc. at B3.

The senior discount notes were issued to Unilever as part of the
total consideration for the sale of its DiverseyLever business
last year. Neither Holdings nor JD will receive proceeds from
Unilever's proposed resale under Rule 144A and Regulation S.

Moody's also confirms JD's existing debt ratings:

     - Senior implied rating, at Ba3;

     - $1.2 billion senior secured credit facilities due 2008-
       2009, at Ba3;

     - $300 million senior subordinated notes due 2012, at B2;

     - EUR 225 million senior subordinated notes due 2012, at
       B2.

With approximately $2.1 billion of rated debt affected, Moody's
revised the ratings outlook to negative from stable.

The rating confirmation reflects JD's meaningful integration
progress, particularly in a difficult operating environment,
following the large-scale combination of S.C. Johnson Commercial
Markets and DiverseyLever in May 2002, Moody's states.

Nonetheless, the revised outlook recognizes the challenges JD has
experienced to date in reducing its substantial debt levels, which
could cause liquidity and financial flexibility pressures if they
persist over the medium-to-long term.

With principal executive offices in Sturtevant, Wisconsin,
JohnsonDiversey, Inc. is a leading manufacturer and marketer of
cleaning products and services for the global institutional and
industrial cleaning and sanitation market.


KINDERCARE LEARNING: FY 2003 Revenues Increase by 3.8% to 850MM
---------------------------------------------------------------
KinderCare Learning Centers, Inc. is pleased to announce net
revenues of $850.0 million in fiscal 2003, an increase of $31.1
million, or 3.8%, from the same period last year. The increase was
due to higher tuition rates as well as additional net revenues
generated by newly opened centers. Comparable center net revenues
increased $10.2 million, or 1.3%. Comparable centers are those
that have been open for at least one year.

The average weekly tuition rate was $144.45, an increase of $6.73,
or 4.9%, which is primarily due to tuition increases. Occupancy
was 63.3%, a decline of 2.3 percentage points due primarily to
reduced full-time equivalent attendance within the population of
older centers.

During fiscal 2003, 28 new centers were opened compared to 35 in
the same period last year, while 28 centers were closed compared
to 13 in the same period last year.

In fiscal 2003, operating income was $70.6 million, a decrease of
$3.9 million, or 5.2%, from the same period last year. While
tuition rates were higher, operating income decreased due
primarily to $12.7 million of increased insurance costs and $4.8
million of higher rent expense due primarily to our sale-leaseback
program. Also, as a result of our sale-leaseback program,
depreciation expense decreased by $1.2 million, due to centers
being classified as operating leases when they are sold and leased
back.

Net income for fiscal 2003 was $13.4 million, a decrease of $3.1
million, or 18.9%, from the same period last year. The decrease in
net income was due to higher insurance costs, the write down of a
minority investment of $4.0 million, net of tax, and increased
rent expense, offset in part by higher tuition rates and reduced
interest costs. Basic and diluted net income per share were $0.68
and $0.67, respectively, in fiscal 2003. For fiscal 2002, basic
and diluted net income per share were $0.83 and $0.82,
respectively.

In fiscal 2003, EBITDAR was $176.7 million, a decrease of $2.6
million from the same period last year. The decrease was primarily
due to higher insurance costs and the write down of a minority
investment, offset by higher tuition rates and control over labor
productivity. EBITDAR is a non-GAAP financial measure and is
defined as earnings before interest, taxes, depreciation,
amortization, rent and related components of discontinued
operations.

At May 30, 2003, our net debt was $437.0 million, a decrease of
$86.7 million from May 31, 2002. The decrease was largely the
result of $88.8 million of net proceeds received from our sale-
leaseback program and $78.7 million of cash provided by operating
activities during fiscal 2003. Capital expenditures were $83.1
million in fiscal 2003, a decrease of $12.7 million from the same
period last year. The decrease was due to a reduction in spending
for new center development.

Fourth Quarter of Fiscal 2003

Net revenues for the fourth quarter of fiscal 2003, were $206.1
million, an increase of $7.3 million, or 3.7%, from the same
period last year. The increase was due to higher tuition rates, as
well as additional net revenues generated by newly opened centers.
Comparable center net revenues increased $2.6 million, or 1.3%.

The average weekly tuition rate was $146.33, an increase of $6.09,
or 4.3%, from the same period last year, which is due primarily to
tuition increases. Occupancy was 65.9%, a decrease of 1.9
percentage points largely as a result of reduced full-time
equivalent attendance within the population of older centers.

During each of the fourth quarters in fiscal 2003 and fiscal 2002,
four new centers were opened. Four centers were closed in the
fourth quarter of fiscal 2003 compared to five in the same period
last year.

In the fourth quarter of fiscal 2003, operating income was $21.7
million, a decrease of $0.2 million, or 0.8%, from the same period
last year. While tuition rates were higher, operating income
decreased due primarily to $5.3 million of increased insurance
costs and $1.8 million of higher rent expense due primarily to our
sale-leaseback program. Also, as a result of our sale-leaseback
program depreciation decreased $0.4 million as a result of centers
being classified as operating leases when they are sold and leased
back.

Net income was $3.4 million, a decrease of $2.4 million, or 41.2%,
in the fourth quarter of fiscal 2003. This decrease was due to
higher insurance costs, the write down of a minority investment of
$4.0 million, net of tax, and increased rent expense, offset by
higher tuition rates. Basic and diluted net income per share were
both $0.17 in the fourth quarter of fiscal 2003. For the fourth
quarter of fiscal 2002, basic and diluted net income per share
were both $0.29.

EBITDAR, a non-GAAP financial measure, was $42.7 million for the
fourth quarter of fiscal 2003, a decrease of $4.6 million, or
9.6%, from the same period last year. The decrease was primarily
due to higher insurance costs and the write down of a minority
investment, offset by higher tuition rates and control over labor
productivity.

During the fourth quarter of fiscal 2003, our net debt decreased
$35.6 million to $437.0 million at May 30, 2003. The decrease was
largely the result of $21.9 million of net proceeds received from
our sale-leaseback program and $30.2 million of cash provided by
operating activities. Capital expenditures were $13.4 million in
the fourth quarter of fiscal 2003, a decrease of $6.3 million from
the same period last year, which was primarily due to a reduction
in spending for new center development.

Debt Refinancing

On July 1, 2003, we successfully completed a refinancing involving
a $300.0 million mortgage loan secured by first mortgages or deeds
of trust on 475 early education and child care centers. The
mortgage loan bears interest at a rate equal to LIBOR plus 2.25%.
We also obtained a new $125.0 million revolving credit facility
that replaced our then existing revolving credit facility. The new
revolving credit facility is secured by mortgages or deeds of
trust on 119 centers and certain other collateral. The revolving
credit facility bears interest of LIBOR plus 3.25% and may change
based on the achievement of certain performance measures. Both the
mortgage loan and the new revolving credit facility are scheduled
to mature in July 2008. The maturity of the mortgage loan may be
extended to July 2009, subject to certain conditions.

The proceeds from the mortgage loan were used to pay off $145.0
million of loans outstanding under our previous credit facilities
and $97.9 million outstanding under the synthetic lease facility,
both of which were scheduled to expire in February 2004. We also
used $38.6 million of the proceeds to repurchase $37.0 million
aggregate principal amount of our 9.5% senior subordinated notes.

Non-GAAP Financial Measures

A non-GAAP financial measure is a numerical measure of historical
or future financial performance, financial position or cash flows
that excludes or includes amounts, or is subject to adjustments
that have the effect of excluding or including amounts, from the
most directly comparable measure calculated and presented in
accordance with generally accepted accounting principles. We have
provided a reconciliation of EBITDA and EBITDAR, non-GAAP measures
of our liquidity, to cash provided by operating activities, the
most comparable GAAP financial measure, at the end of this
release.

We believe EBITDA and EBITDAR are useful tools for certain
investors and creditors for measuring our ability to meet debt
service requirements. Additionally, management uses EBITDA and
EBITDAR for purposes of reviewing our results of operations on a
more comparable basis. We have provided EBITDA and EBITDAR in
previous earnings releases and continue to provide this measure
for comparability between periods. EBITDA and EBITDAR were
restated from amounts reported in previous periods to comply with
Securities and Exchange Commission Regulation G, Conditions for
Use of Non-GAAP Financial Measures. EBITDA and EBITDAR do not
represent cash flow from operations as defined by GAAP, are not
necessarily indicative of cash available to fund all cash flow
needs and should not be considered alternatives to net income
under GAAP for purposes of evaluating our results of operations.

Comparable Centers

A center is included in comparable center net revenues when it has
been open and operated by us at least one year and it has not been
rebuilt or permanently relocated within that year. Therefore, a
center is considered comparable during the first four week period
it has prior year net revenues.

Discontinued Operations

Discontinued operations represents the operating results for all
periods presented of the 28 centers closed during fiscal 2003.

Stock Split

These per share amounts were adjusted to reflect a 2-for-1 stock
split effective August 19, 2002.

Fiscal Calendar

We utilize a fiscal reporting schedule comprised of 13 four-week
periods. The fiscal year ends on the Friday closest to May 31st.
The first fiscal quarter includes 16 weeks and the remaining
quarters each include 12 weeks.

Conference Call

We will host a conference call at 888-203-4765 (reference:
KinderCare) to discuss the results of fiscal 2003 on Tuesday,
September 2, 2003, at 11:30 a.m. Pacific Daylight Time. Replays
will be available through Monday, September 8, 2003, at
800-642-1687, access identification number 2468619. This call will
also be streamed over the Internet, accessible via
http://www.kindercare.com/about_ir, at the webcast listing.
Replays will be available at our website for 90 days from the date
of the call.

Portland, Oregon-based KinderCare (S&P, B+ Corporate Credit and B-
Subordinated Debt Ratings) is the largest provider of proprietary
center-based preschool education and child-care services in the
U.S., with 1,266 facilities in 39 states and two centers in the
U.K.


KMART CORP: Second Quarter 2003 Net Loss Tops $293 Million
----------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) announced the Company's
financial results for the second quarter of fiscal 2003.

For the 13 weeks ended July 30, 2003, Kmart Holding Corporation
reported a net loss of $5 million. Kmart Corporation reported a
net loss of $293 million for the 13 weeks ended July 31, 2002.

Income before interest, reorganization items, income taxes and
discontinued operations was $8 million for the second quarter of
2003, versus a loss of $264 million in the same period a year ago.
Last year's results include a charge of $27 million in the second
quarter of 2002 in connection with store closing liquidation
sales. This charge is included in the Cost of sales, buying and
occupancy in the accompanying unaudited Condensed Consolidated
Statements of Operations.

Net sales for the 13 weeks ended July 30, 2003, were $5.652
billion, a decrease of 21.3 percent from $7.183 billion a year
ago. On a same-store basis, sales declined 5.4 percent for the
second quarter of 2003, compared to the second quarter of 2002.

Julian C. Day, President and Chief Executive Officer of Kmart,
said: "We are pleased with the progress we continue to make in our
business. We are focused on profitable sales, reducing SG&A and
enhancing the productivity of our assets. As a result, our
liquidity position remains strong."

As of July 30, 2003, Kmart had approximately $1.2 billion in cash
and cash equivalents, and borrowing availability of approximately
$1.5 billion on its $2 billion credit facility inclusive of
outstanding letters of credit. In light of its favorable liquidity
position, the Company is exploring various alternatives to reduce
the cost of its Exit Financing Facility.

Gross margin decreased $37 million to $1.234 billion, for the 13
weeks ended July 30, 2003, from $1.271 billion for the 13 weeks
ended July 31, 2002. Gross margin, as a percentage of sales,
increased to 21.8% for the 13 weeks ended July 30, 2003, from
17.7% for the comparable period in the prior year. The improvement
in the gross margin rate is attributable to a decrease in
shrinkage and an overall improvement in the Company's sales mix.
In addition, the gross margin rate was positively affected by the
termination of the Company's supply arrangement with Fleming,
lower buying and occupancy expenses as a result of the write-off
of long-lived assets in conjunction with the application of Fresh-
Start accounting and the effect of co-op recoveries recorded in
Cost of sales, buying and occupancy in 2003. Previously, co-op
recoveries were recorded in Selling, general and administrative
expenses prior to the adoption in the fourth quarter of 2002 of
EITF 02-16, "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor." These improvements
in the gross margin rate were partially offset by the impact of
clearance markdowns.

Selling, general and administrative expenses, which includes
advertising costs (net of co-op recoveries of $91 million in
2002), decreased $307 million to $1.228 billion for the 13 weeks
ended July 30, 2003 from $1.535 billion for the 13 weeks ended
July 31, 2002. The decrease in SG&A is primarily due to the
reduction in the Company's store base after closing 599 stores
during fiscal 2002 and the first quarter of 2003, as well as a
decrease in payroll and other related expenses from corporate
headquarters cost reduction initiatives and lower depreciation
expense due to adjustments to the book value of the Company's
property and equipment, resulting from impairment charges taken
while operating in bankruptcy and the write-off of long-lived
assets in conjunction with Fresh-Start accounting. Collectively,
these reductions were partially offset by an increase in workers'
compensation expense and the impact of the reclassification of co-
op recoveries as discussed above. SG&A, as a percentage of sales,
increased to 21.7% for the 13 weeks ended July 30, 2003, from
21.4% for the comparable period in the prior year.

            Disclosure of Financial Information
  in Accordance with Regulation FD Year-to-date Adjusted EBITDA

Year-to-date Adjusted EBITDA was $164 million. Disclosure of Year-
to-date Adjusted EBITDA is being made for purposes of
communicating to employees year-to-date performance results as
compared to the performance goals outlined in the Company's
incentive compensation program, and accordingly, to comply with
the disclosure requirements under Regulation FD.

Year-to-date Adjusted EBITDA (Year-to-date earnings before
interest, taxes, depreciation, amortization, reorganization costs,
fresh start valuation charges, restructuring, impairment and other
charges and other bankruptcy-related items) is a non-GAAP
financial measure. Year-to-date Adjusted EBITDA is not the same as
EBITDA defined in Kmart's Exit Financing Facility. Year-to-date
Adjusted EBITDA is a Company-defined metric used solely by Kmart's
management for the administration of the Company's incentive
compensation program for eligible employees. Year-to-date Adjusted
EBITDA is not a measure or indicator of the overall financial
condition or performance of Kmart and should not be used by
investors as a basis for formulating investment decisions.

Upon emergence from bankruptcy on May 6, 2003, Kmart Corporation
(Predecessor Company) applied the provisions of Fresh-Start
accounting effective as of April 30, 2003, at which time a new
reporting entity, Kmart Holding Corporation, was deemed to be
created. As a result of applying Fresh-Start accounting, the
reported historical financial statements of the Predecessor
Company for periods ended prior to May 1, 2003 generally are not
comparable to those of Kmart. Therefore, comparisons of earnings
per share data are not included herein. As referenced within this
news release, results of operations for the 13 weeks ended
April 30, 2003 and periods ended in fiscal 2002 refer to the
Predecessor Company.

       Board Approves up to $10 million Share Repurchase

The Board of Directors today approved the repurchase of up to $10
million of the Company's outstanding stock for the purpose of
providing restricted stock grants to certain employees. The
repurchase was subject to an amendment to the Credit Agreement of
our Exit Financing Facility, the approval of which was obtained
today. Certain of such restricted stock grants may be subject to
shareholder approval.

Kmart and its subsidiaries is a mass merchandising company that
offers customers quality products through a portfolio of exclusive
brands that include DISNEY, JACLYN SMITH, JOE BOXER, KATHY
IRELAND, MARTHA STEWART EVERYDAY, ROUTE 66, SESAME STREET, and
THALIA SODI. The Company operates more than 1,500 stores in 49
states and is one of the 10 largest employers in the country with
170,000 associates. For more information visit the Company's Web
site at http://www.kmart.com


LEAP WIRELESS: Gets Clearance to Pay More Critical Trade Claims
---------------------------------------------------------------
As previously reported, on April 14, 2003, the Court authorized
the Leap Wireless Debtors to pay certain prepetition claims by
certain critical trade creditors in an aggregate amount not to
exceed $15,100,000.  Concurrent to that Order, the Debtors
discovered more trade vendors that play important roles in their
ongoing business operations.

The Supplemental Trade Creditors include:

A. Federal Express:

   The Debtors estimate that Federal Express is owed $90,000
   prepetition.  Federal Express provides shipping and packaging
   services to the Debtors for parts, supplies and regular
   correspondence at a discount.  On a monthly basis, Federal
   Express bills Cricket $50,000 to $60,000.  The Debtors
   determined that using Federal Express results in $30,000 to
   $40,000 cost savings per month.

   However, Federal Express has notified the Debtors that it will
   not continue to provide services unless the Debtors pay their
   prepetition obligations.  Federal Express is crucial to the
   Debtors' business.  The Debtors ship thousands of packages a
   month including parts, supplies and products in addition to
   normal correspondence.  Importantly, replacing Federal Express
   with other shipping companies would be time-consuming.

B. Display Network, Inc.

   Display Network manufactures displays for the Debtors' local
   stores.  Currently, Display Network is mid-way through a large
   project for Indirect Floorstands for the Debtors.  The cost of
   the Display Project is three equal payments of $217,788.  The
   first payment arose prepetition and remains outstanding.  The
   Debtors also owe Display Network $2,250 worth of prepetition
   invoices for 500 security pull boxes for cell phone displays,
   $7,537 for 1,000 phone cradles, 150 graphic stands and 500
   pull boxes, and $1,575 for 225 Phone Lens Hologram Displays.
   The Debtors owe Display Network $229,151 in aggregate
   prepetition invoices.

   Display Network has indicated to the Debtors that it may not
   complete the Display Project unless the Debtors pay their
   prepetition obligations.  Mr. Klyman notes that the Debtors do
   a large volume of business from the stores and their
   appearance is an important factor in their success.  The
   Display Project is intended to create attractive modern
   displays for certain of the Debtors' stores, which should lead
   to increased foot traffic and increased customers.

C. Installeck Communication LLC and Clearcomm Wireless

   Installeck and Clearcomm provide high quality, low-cost
   construction, repair and maintenance services to the Debtors'
   cell towers and antennas in the New Mexico, Arizona and
   Colorado markets.  But Installeck and Clearcomm's competitive
   pricing is 20% less than other contractors.  The Debtors
   estimate that they saved $20,000 in the first quarter of 2003
   alone by using Installeck and Clearcomm.  Currently, Clearcomm
   is owed $47,000 prepetition on a project to construct certain
   cell towers.  Installeck is owed $15,000 prepetition for
   maintenance services.

   The Debtors want to maintain their goodwill and status quo
   prepetition relationship with Installeck and Clearcomm to
   ensure that Installeck and Clearcomm will restore their
   damaged cell sites to operation in a timely manner after a
   natural disaster and during the normal course of operations.

D. Generator Vendors

   Certain vendors lease or rent to the Debtors generators used
   to back-up the Debtors' telecommunications network in case of
   a power failure.  The Generator Vendors also service and
   refuel the leased or rented generators.  As part of these
   services, the Debtors owe one Generator Vendor $27,000 for
   payment related to the recent purchase of a generator.  The
   Debtors also estimate that, in the aggregate, they owe the
   Generator Vendors $150,000 for prepetition goods and services.

   It is crucial that the Debtors' network have constant power to
   operate its cell sites, switches, circuits and other aspects
   of the network.  Prolonged disruption to its services would
   quickly anger customers and harm the Debtors' business,
   thereby jeopardizing their chances for a successful
   reorganization.

With the Court's permission, the Debtors will include the
Supplemental Trade Creditors to the Critical Trade Creditor list
and pay their outstanding prepetition obligations to the
Supplemental Trade Creditors in the ordinary course of business
pursuant to the terms of the Critical Vendor Order. (Leap Wireless
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


LTV: Copperweld's Disclosure Statement Hearing Set for Sept. 9
--------------------------------------------------------------
The Copperweld Debtors, indicating their intent to move their Plan
along quickly, bring a Motion asking Judge Bodoh to:

      (1) approve the Disclosure Statement;

      (2) establish procedures for the solicitation and
          tabulation of votes to accept or reject the Joint
          Plan of Reorganization of the Copperweld Debtors;

      (3) approve the form of the ballots for submitting
          votes on the Plan;

      (4) set a deadline for creditors to cast their ballots;

      (5) approve the solicitation packages to be distributed
          to creditors and other parties-in-interest in
          connection with vote solicitation;

      (6) set the record date for Plan voting; and

      (7) schedule a hearing on confirmation of the Plan.

        Hearing On Disclosure Statement: September 9, 2003

The Debtors obtain a hearing date of September 9, 2003, as the
date on which Judge Bodoh will consider whether the Copperweld
Disclosure Statement meets the Code's requirements for approval.

          Deadline for Disclosure Statement Objections:
                       September 3, 2003

The Debtors recite the notice of the contents of the Disclosure
Statement that they have made, and will make, including notice by
publication in the national edition of The Wall Street Journal,
The New York Times, USA Today, and in the Pittsburgh Tribune-
Review.  The Notice accompanying the Disclosure Statement sets the
requirements for any objections to the Disclosure Statement,
including setting a final filing date of September 3, 2003.

                 The Ballots:  Classes 2A and 2B Only

The Debtors include forms of ballots for those creditors holding
claims in impaired classes entitled to vote, which are only
parties having claims classified as:

                 Class 2A Secured Tax Claims
                 Class 2B Other Secured Claims

Class 1 is unimpaired, and therefore claimants in that Class are
not entitled to vote.  Holders of claims and interests in Classes
3 through 8 neither retain nor receive any property under the
Plan, and are therefore deemed to have rejected the Plan.  For
these reasons, no ballots are being sent out for claimants in
Classes 1 or 3 through 8.

               Deadline for Voting:  October 10, 2003

The Debtors ask Judge Bodoh to set 5:00 p.m. Eastern Time on
October 10, 2003, as the deadline for the few creditors entitled
to vote to do so.  The Copperweld Debtors proposed the standard
procedures for tabulating the votes, including exclusion of any
claim to which an objection is made unless a motion under Fed R
Bankr Pro 3018 temporarily allowing the claim is made.  The
Debtors also ask that any creditor having the right to vote be
required to vote all claims within a particular class and not be
permitted to split that vote.

               Confirmation Hearing:  October 20, 2003

The Copperweld Debtors propose to schedule the confirmation
hearing for October 20, 2003, and to require that all objections
to confirmation of the Plan be filed no later than October 10,
2003.  Further, the Debtors ask that Judge Bodoh establish pre-
trial procedures for the confirmation hearing.  The Debtors
propose to provide notice by publication of these dates in the
Birmingham News, the Chicago Sun-Times, the Chicago Tribune, the
Elizabethtown News Enterprise, the Elk Valley Times, The
Oregonian, the Piqua Daily Call, the Pittsburgh Tribune-Review,
the Shelby Daily Globe, and the national editions of The Wall
Street Journal, The New York Times, and USA Today.

              The Record Date: September 5, 2003

The Debtors propose that Judge Bodoh set September 5, 2003, as the
record date for determining the holders of stocks, bonds,
debentures, notes an other securities entitled to receive
materials connected with the Plan, including ballots. (LTV
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MASSEY: Don Blankenship to Present at Lehman Bros. Conference
-------------------------------------------------------------
Massey Energy Company (NYSE: MEE) announced that its Chairman and
CEO, Don L. Blankenship, will appear as a speaker at the Lehman
Brothers CEO Energy/Power Conference on September 3, 2003 in New
York City. The conference will be webcast. Blankenship's
presentation is scheduled to begin at 4:00 p.m. EDT and can be
accessed via the following address:

  http://customer.nvglb.com/LEHM002/090203a_by/default.asp?entity=massey

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

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

                            *   *   *

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

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


MCMORAN EXPLORATION: Declares Quarterly Preferred Cash Dividend
---------------------------------------------------------------
McMoRan Exploration Co. (NYSE: MMR) declared, for the period from
July 1, 2003 through September 30, 2003, a cash dividend of
$0.3125 per share payable on September 30, 2003 to holders of
record as of September 15, 2003 for its 5% convertible preferred
stock (OTCBB: MMREP.OB).

McMoRan Exploration Co. is an independent public company engaged
in the exploration, development and production of oil and natural
gas offshore in the Gulf of Mexico and onshore in the Gulf Coast
area. Additional information about McMoRan is available at
http://www.mcmoran.com

At June 30, 2003, McMoRan Exploration's balance sheet shows a
working capital deficit of about $2 million, and a total
shareholders' equity deficit of about $52 million.


MINEGEM INC: Commences Share Offering to Pay Debt Obligations
-------------------------------------------------------------
MineGem Inc. (YGL-TSX VENTURE) is pleased to announce that it has
issued 2,414,617 common shares of the Corporation at a value of
CDN$0.10 each to satisfy its obligations under debt settlement
agreements entered into with certain insider trade creditors of
the Corporation as announced in a press release on July 15, 2003.
In exchange, the Corporation has been provided with formal
releases.

As a result of the debt settlement, the Corporation has
49,879,585 Common Shares issued and oustanding.

All Common Shares issued pursuant to the debt settlement
agreements are subject to a four month hold period commencing on
the date of the distribution of the securities.

At June 30, 2003, the Company's current debts exceeded it current
assets by $899,000.


MIRANT: Turns to Paul Hastings for Post-Petition Legal Advice
-------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, Mirant Corp.,
and its debtor-affiliates seek the Court's authority to employ
Paul Hastings Janofsky & Walker LLP as their special counsel, nunc
pro tunc to July 14, 2003.  As special counsel, Paul Hastings will
provide necessary postpetition legal advice to the Debtors.

According to Meredyth A. Purdy, Esq., at Haynes and Boone, LLP,
in Dallas, Texas, Paul Hastings has been representing and
providing advice to Mirant in connection with these matters:

   (a) Paul Hastings represents Mirant Mid-Atlantic in
       connection with its ongoing collective bargaining
       negotiations and federally supervised mediation with
       Local 1900 of the International Brotherhood of Electrical
       Workers.  The parties have previously agreed to a series
       of extensions of the predecessor agreement.  If an
       agreement is not reached in time, the union may lawfully
       strike;

   (b) Paul Hastings represents Mirant NY in connection with its
       collective bargaining agreement, executed in June 2003,
       post-execution and ancillary issues arising therefrom;

   (c) Paul Hastings represents Mirant in connection with the
       sale of its Shady Hills, West Georgia and Wrightsville
       projects, including the formulation and preparation of
       applicable transitional documents;

   (d) Paul Hastings represents Mirant in connection with
       minority ownership of entities located in the Caribbean,
       which includes advising Mirant on corporate governance
       and shareholder matters with respect to these entities;

   (e) Paul Hastings represents an officer of Mirant in
       connection with an ongoing SEC investigation into
       Mirant's accounting policies.  Mirant has agreed to
       indemnify the officer, including the costs of legal
       representation; and

   (f) Paul Hastings represents Mirant and the other Debtors in
       connection with general corporate governance and
       operational matters that arise in connection with the
       Debtors' business.

Ms. Purdy contends that allowing Paul Hastings to handle its
ongoing representations is beneficial to the Debtors because:

   (a) it will avoid unnecessary litigation and reduce the
       overall expenses of administering Mirant's case;

   (b) the firm has extensive experience and knowledge of the
       Debtors' businesses and financial affairs; and

   (c) the firm has a recognized national reputation and
       expertise in the areas for which it is being retained.

Jonathan Birenbaum, Esq., a partner at Paul Hastings, informs
Judge Lynn that the firm agreed to be compensated for the
services in accordance with its customary hourly rates in effect
from time to time.  Currently, the hourly rates of its attorneys
and paraprofessionals range from $60 to $740.  Moreover, the
Debtors agreed to reimburse Paul Hastings for its necessary and
reasonable out-of-pocket expenses.

Mr. Birenbaum informs the Court that within the year prior to the
Petition Date, Paul Hastings received $1,365,329 worth of payment
from the Debtors and their affiliates for services rendered and
expenses incurred prepetition.  Moreover, Paul Hastings is owed
$236,410 with respect to services rendered and costs incurred on
the Debtors' behalf, prior to the Petition Date.

To the best of his knowledge, Mr. Birenbaum assures the Court
that Paul Hastings represents no interest adverse to the Debtors
or to their estates in matters for which it is to be retained.

Paul Hastings understands that the Debtors will employ White &
Case LLP and Haynes and Boone LLP as bankruptcy counsel, as well
as other professionals in connection with the prosecution of
these Chapter 11 cases.  Paul Hastings intends to carefully
coordinate its efforts and clearly delineate its duties with
these and other professionals retained in these cases so as to
prevent inefficient duplication of services.

                        *    *    *

Pending a final hearing, Judge Lynn authorizes the Debtors to
employ Paul Hastings effective as of July 14, 2003. (Mirant
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MIRANT: Wants to Walk Away from Pepco Power Purchase Agreement
--------------------------------------------------------------
Mirant has filed a motion with the U.S. Bankruptcy Court in the
Northern District of Texas, which is overseeing its Chapter 11
case, to reject an out-of-market agreement to purchase power from
Pepco.

Pepco is an electricity distribution company serving the District
of Columbia and the neighboring Maryland suburbs. Mirant is also
seeking to renegotiate the terms of two out-of-market agreements
to sell power to Pepco.

As a Chapter 11 debtor-in-possession, Mirant has an obligation to
review, and take action on, unfavorable contracts that may reduce
the company's ability to provide value to its stakeholders. Under
the agreement Mirant now seeks to reject, the company is obligated
to purchase power from Pepco at prices that are significantly out-
of-line with market prices for power, requiring Mirant to pay
substantially more than market rates. Mirant forecasts it would
cost the company and its stakeholders hundreds-of-millions of
dollars over the duration if this agreement if it were to remain
in effect. The obligations under this agreement will run out over
time and end in 2021.

"Mirant has filed this motion with the Court to fulfill legally-
mandated obligations to its stakeholders," said Marce Fuller,
president and chief executive officer, Mirant. "Importantly, the
rejection will have no effect on Mirant's ongoing generation and
sale of power into the PJM marketplace. These actions will not
affect Pepco's ability to purchase power and provide reliable
electric service to its customers in the District of Columbia and
Maryland."

In order to protect the Court's control over the rejection
process, Mirant also obtained an injunction preventing Pepco and
the Federal Energy Regulatory Commission from initiating any
conflicting proceedings pending the resolution of the motion.

The two power sales agreements that Mirant is seeking to
renegotiate with Pepco require Mirant to sell power for
substantially less than current market rates. From today through
their expiration -- one agreement expires in June 2004 and the
other in January 2005 -- these agreements would cost Mirant tens-
of-millions.

"Although these power sales agreements are due to expire in a
relatively short time, our strong desire is to renegotiate -- not
reject -- these agreements," said Fuller. "However, if we are
unable to renegotiate, Mirant may only be able to fulfill its
Chapter 11 duties by rejecting these agreements, as well."

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


MIRANT CORP: Reports $28MM First-Quarter 2003 Net Loss
------------------------------------------------------
Mirant reported a $28 million net loss for the first quarter 2003.
This compares to a restated net loss of $10 million for the first
quarter 2002.

The 2003 first quarter results include a $15 million loss from
discontinued operations and a $28 million charge primarily related
to the adoption of the provisions of the Financial Accounting
Standards Board's Emerging Issues Task Force Issue 02-03 (that
rescinded the prior EITF consensus 98-10 related to accounting for
contracts involved in energy trading and risk management
activities).

NOTE: Restated first quarter 2002 results reflect $305 million
      in restructuring charges, net of gains from asset sales
      previously disclosed. For a more detailed discussion of the
      2002 first quarter restatements please see Note C to the
      Consolidated Financial Statements in the Company's 2003 Form
      10-Q for the first quarter, filed with the Securities and
      Exchange Commission.

               2003 First Quarter Results

- Income from continuing operations was $15 million.

- Gross margin for the first quarter 2003 was $520 million
  compared to $587 million for the first quarter 2002.

- Total operating revenue for first quarter 2003 was $1.5 billion
  compared to $959 million for 2002, reflecting increased power
  sales volumes and higher market prices for power.

NOTE: These revenue levels reflect Mirant's adoption of the
      provisions of the Financial Accounting Standards Board's
      EITF Issue 02-03 with respect to netting revenues and
      expenses on energy marketing contracts.

- Cost of fuel, electricity and other products for the first
  quarter of 2003 was $978 million, compared to $372 million for
  2002. This increase reflects significantly increased prices paid
  for natural gas, oil, and purchased power, unfavorable power
  price fluctuations related to power sales agreements in the Mid-
  Atlantic region, hedging losses related to the company's risk
  management activities and lower trading results. Additionally,
  Mirant experienced unplanned plant outages and transmission
  interruptions, which increased purchased power requirements.

- Operating Expenses other than costs of fuel, electricity and
  other products for the first quarter of 2003 were $347 million,
  compared to $907 million for the first quarter 2002. The 2002
  amount reflected $555 million in restructuring costs.

- Net cash used in operating activities for the first quarter 2003
  was $238 million, compared to $347 million cash provided by
  operating activities for 2002.

- In the first quarter of 2003, net collateral and other working
  capital outflows used $283 million, as compared to generating
  $155 million in the first quarter of 2002.

- As of Aug. 15, 2003, Mirant had approximately $1.29 billion in
  total cash and cash equivalents; approximately $226 million of
  which is legally restricted and $125 million of which is held
  for operating, working capital or other purposes at various
  subsidiaries. The total cash and cash equivalents is $220
  million lower than the $1.51 billion the company had at March
  31, 2003.

      Quarterly Review of Operations by Business Segment

- North American operations reported income from continuing
  operations before income taxes and minority interest of $65
  million compared to a loss from continuing operations before
  income taxes and minority interest of $351 million for the first
  quarter 2002 (as restated).

- International operations reported income from continuing
  operations before income taxes and minority interest of $82
  million compared to income from continuing operations before
  income taxes and minority interest of $349 million for the first
  quarter 2002 (as restated). This decrease reflects the sale of
  Bewag, a Berlin-based utility, in the first quarter 2002.

- Corporate (and other income and expenses) reported a loss from
  continuing operations before income taxes and minority interest
  of $96 million, including $48 million of interest expenses,
  compared to a loss from continuing operations before income
  taxes and minority interest of $72 million for the first quarter
  2002 (as restated).

In addition, Mirant filed amended Forms 10-Q for each of the
first, second and third quarters of 2002, as well as an amended
2002 Form 10-K for its Mirant Americas Generation, LLC subsidiary.
Also, Forms 15 were filed by the previous voluntary filers, Mirant
Americas Generation and Mirant Mid-Atlantic, indicating that those
entities would no longer be submitting SEC filings in the future.

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


NAVIDEC INC: Enters into Agreement with LenderLive Network, Inc.
----------------------------------------------------------------
Navidec, Inc. (OTC Bulletin Board: NVDC), has entered into
an agreement with LenderLive Network, Inc., a Tennessee
corporation, whereby Navidec, in conjunction with LenderLive, will
offer mortgage loan processing, underwriting, and funding.

"As the rise in mortgage rates and resultant decline in refinance
loan originations clears the horizon of inefficient mortgage loan
originations, Navidec will offer financial professionals and
institutions access to a unique, low cost, private labeled
mortgage loan origination solution," stated John McKowen,
President and CEO of Navidec.  "Additionally, using LenderLive we
can aggregate the mortgage needs of our customers at rates that
allow them to meet the competition head on in terms of pricing."

"As we grow the new Navidec we will continue to look for
opportunities in distressed markets where technology and capital
come together to gain market share from inefficient participants."

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

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

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

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


NEFF CORP: S&P Upgrades Corporate Credit Rating to B- from CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Neff
Corp. The corporate credit rating was raised to 'B-' from 'CCC'.
At the same time, all ratings were removed from CreditWatch, where
they were placed on July 1, 2003 with positive implications. The
outlook is stable. The company's debt totaled approximately $250
million as of June 30, 2003.

"The rating actions result from Neff's reduction in debt, lower
cash interest cost, and stable relations with its bank group,"
said Standard & Poor's credit analyst John Sico. The company's
amended credit agreement waived financial covenant violations and
made it possible for the company to pay the interest on the
subordinated notes on June 1, 2003, and reduced the maximum
commitment under the credit facility.

The ratings reflect Neff's modest position in the challenging
equipment rental industry, thin liquidity, and weak financial
profile. Miami, Florida-based Neff is a relatively modest-sized
regional equipment rental company that operates mainly in the
Sunbelt through about 70 locations. It has experienced significant
financial stress because of the weakness in the equipment rental
business and its heavy debt burden.

Liquidity is constrained. The company has no cash on hand, but has
about $20 million in availability on its amended credit agreement.
Neff has reduced cash interest payments on its two subordinated
notes by $8 million per year with the purchase of about $80
million of face amount of notes through a $48 million term loan
that pays interest-in-kind and matures in 2008. The limited
availability on the company's revolving line and no cash on hand
results in thin liquidity. Neff plans to continue to reduce
capital spending and improve cash flow generation in 2003, which
is expected to be positive.


NMF CANADA: Heroux-Devtek Offers to Acquire Assets for $34 Mill.
----------------------------------------------------------------
Heroux-Devtek Inc. (TSX: HRX), a leading Canadian manufacturer of
aerospace and industrial products, has delivered to NMF Canada
Inc. of Mirabel, Quebec and Litwin Boyadjian Inc., trustee to the
Notice of Intention of NMF Canada and to the principal secured
creditors of NMF Canada an offer to purchase all of the assets of
NMF Canada for a total purchase price of $34 million consisting of
the assumption of already existing debts and cash payment at
closing.

The offer is conditional to a number of closing conditions, some
of which require the collaboration of NMF Global Inc., the parent
company of NMF Canada.

Heroux-Devtek is hopeful that the offer will be well received by
the secured and unsecured creditors of NMF Canada as it allows
significant recapture of their current indebtedness.

Heroux-Devtek Inc., a Canadian company, specializes in the design,
development, manufacture and repair of aerospace and industrial
products. The Company's head office is located in Longueuil,
Quebec. Heroux-Devtek operates ten business units grouped under
four divisions: the Landing Gear Division, Aerostructure Division,
Gas Turbine Components Division and the Logistics and Defence
Division. 75% of the Company's sales are outside Canada, mainly in
the United States. Heroux-Devtek's shares trade on the Toronto
Stock Exchange under the symbol HRX.


NORTHWEST AIRLINES: PACE Int'l Files Counter Suit vs. Pinnacle
--------------------------------------------------------------
The Paper, Allied-Industrial, Chemical & Energy Workers (PACE)
International Union filed a counter lawsuit in federal court
against Northwest-owned Pinnacle Airline Inc. for retaliating
against its employees for unionizing.

The suit, filed electronically late Wednesday afternoon in the
United States District Court for the District of Columbia, charges
Pinnacle with refusing to recognize and bargain with the union,
retaliating against employees for unionizing and refusing the
union access to the employees.

Through the lawsuit, PACE is seeking an order from the federal
court to order Pinnacle to recognize PACE and bargain in good
faith with it. The union also asks that the airline reestablish
the full-time ramp positions, which the company abolished in
retaliation for this group's avid union support; reinstate ramp
employees to their full-time positions; and make employees who
have been discriminated against whole for all wages, benefits and
seniority stripped from them as a result of the airline's unlawful
conduct. Finally, the union seeks certification for its
representatives so that they may obtain a necessary security
clearance and gain access to the Pinnacle fleet and passenger
service employees they represent.

"It's time for Northwest and Pinnacle to stop creating the Wal-
Mart of airlines and get down to the business of running an
operation devoted to passenger safety and first-rate service,"
said PACE Region Seven Vice President Lloyd Walters.  "The money
used in fighting the employees' desire for a union would be better
spent creating a quality airline with full-time employees."

PACE's action also is a challenge to Pinnacle's lawsuit against
PACE and the National Mediation Board.  The company says the NMB
erred in certifying PACE as the employees' union representative.
PACE asserts that Pinnacle lacks jurisdiction to challenge the
union's certification because the NMB's decision to certify PACE
is not subject to review under the facts asserted by Pinnacle.

Pinnacle has fought its fleet and passenger service employees'
desire to form a union since their organizing drive began in the
spring of 2002.  The NMB overturned the first election held on
July 10, 2002 because it found the company fired union supporters
and illegally conducted surveillance of employees, which
interfered with the first election.  The discharged workers' case
is pending in the U.S. District Court for the Western District of
Tennessee.

The NMB had to cancel the scheduled rerun election because
Pinnacle misidentified the Social Security numbers of many of the
eligible voters. Ultimately, PACE won the election, with the NMB
certifying the results on May 29, 2003.

Besides the fleet and passenger service employees, PACE represents
250 Pinnacle flight attendants. It negotiated a collective
bargaining agreement for the flight attendants that became
effective Aug. 1, 1999. PACE also represents 300,000 workers in
the pulp, paper, oil, chemical, industrial, auto supply, atomic
and mining sectors, and is headquartered in Nashville, Tenn.
Visit http://www.paceunion.orgfor more information.

Northwest Airlines (S&P, B+ Corporate Credit Rating) is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,500 daily departures. With its travel partners,
Northwest serves nearly 750 cities in almost 120 countries on six
continents. In 2002, consumers from throughout the world
recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction. Readers of TTG Asia and TTG China named
Northwest "Best North American airline."

For more information pertaining to Northwest, visit Northwest's
Web site at http://www.nwa.com


NUEVO ENERGY: Closes Sale of Orcutt Hill Field for $13 Million
--------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced the sale of the Orcutt
Hill Field and several surface tracts for $12.9 million effective
July 1, 2003. The Orcutt Hill Field represented the last onshore
California oil field Nuevo owned outside of the San Joaquin Basin.
Average net production from this field was approximately 1,235
barrels per day, 2% of Nuevo's total production. This asset was
included in assets held for sale at fair value as of June 30,
2003. The remaining assets held for sale include real estate in
Orcutt and Brea, California, which Nuevo is actively marketing.
The Company's goal is to conclude additional asset sales by year-
end.

Operating cash flow combined with the previously announced
monetization of $69.5 million of non-core assets has enabled Nuevo
to achieve a net debt reduction of $122 million in the first half
of 2003. Proceeds from this sale will be used to eliminate a
portion of bank debt which had a balance outstanding of $66.2
million on June 30, 2003.

                          *     *     *

                          Balance Sheet

In the second quarter 2003, Nuevo redeemed $157.2 million of
9-1/2% Senior Subordinated Notes due 2008 and $2.4 million of
9-1/2% Senior Subordinated Notes due 2006. At June 30, 2003, total
debt outstanding was $316.2 million versus $438.3 million at year-
end 2002. At the end of the second quarter 2003, Nuevo's debt to
capital ratio as defined in our credit agreement declined to 48%
compared to 57% at year-end 2002. The fixed charge coverage ratio
improved to 5.0 times for the four quarters ending June 30, 2003
versus 2.6 times in the comparable period a year ago.

As of June 30, 2003, Nuevo had assets held for sale with a book
value of approximately $48.2 million related to certain California
real estate and a non-core oil field.

Nuevo Energy Company (S&P/BB-/Stable) is a Houston, Texas-based
company primarily engaged in the acquisition, exploitation,
development, exploration and production of crude oil and natural
gas. Nuevo's domestic producing properties are located onshore and
offshore California and in West Texas. Nuevo is the largest
independent producer of oil and gas in California. The Company's
international producing property is located offshore the Republic
of Congo in West Africa. To learn more about Nuevo, please refer
to the Company's internet site at http://www.nuevoenergy.com


OUTSOURCING SOLUTIONS: Moody's Withdraws Junk Ratings
-----------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Outsourcing
Solutions Inc. due to the company's voluntary filing for
reorganization under Chapter 11 of the United States Bankruptcy
Code on May 12, 2003.

The withdrawn ratings are:

     - $125 million Senior Secured Term Loan A, due 12/10/05,
       rated Caa1,

     - $275 million Senior Secured Term Loan B, due 6/10/06,
       rated Caa1,

     - $75 million Senior Secured Revolving Credit Facility, due
       12/10/05, rated Caa1,

     - $100 million 11% Senior Subordinated Notes, due
       11/01/2006, rated Ca,

     - Senior Implied, rated Caa1,

     - Issuer Rating, rated Caa3.

Approximately $575 million of debt maturities are affected.

Headquartered in St. Louis, Missouri, Outsourcing Solutions Inc.
(Bankr. E.D. Mo. Case No. 03-46349) is an accounts receivable
management company. It provides outsourcing services, purchases
portfolios, and offers recovery related services.


PETRO STOPPING: S&P Keeps Watch on B Rating over High Leverage
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Petro
Stopping Centers Holdings L.P. and its operating subsidiary Petro
Stopping Centers L.P.-including Petro's 'B' corporate credit
rating--on CreditWatch with negative implications.

"The CreditWatch listing results from the potential impact of
Petro's recent announcement on the company's highly leveraged
capital structure, marginal credit protection measures, and
potentially limited liquidity," said credit analyst Patrick
Jeffery.

On Aug. 25, 2003, Petro announced an offer and consent
solicitation to its $113.4 million senior discount notes due 2008.
The offer expires on Sept. 16, 2003 and provides $242.57 cash and
$1,030.30 in principal of new secured notes due 2014 for each
existing $1,000 of principal at maturity notes.

Should Petro be unsuccessful in completing the offer, it would
most likely have to find alternative sources of financing to
refinance the existing senior discount notes that require the
initial cash payment in February 2005.

Standard & Poor's will meet Petro's management after the
expiration of the offer to determine the impact on the existing
ratings.


PILLOWTEX: Gets Go-Ahead to Honor Prepetition Shipment Claims
-------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates sought and
obtained the Court's authority to make payments, in their sole
discretion, with respect to certain prepetition obligations
relating to shipment of goods used.

                    Payments to Carriers

The Debtors will pay, directly or through an agent, the
prepetition claims of the Carriers in an amount not to exceed
$150,000.

                 Payments of Custom Duties

The Court authorized the Debtors to pay prepetition Customs
Duties, Advances and Fees in an amount not to exceed $475,000.
(Pillowtex Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PILLOWTEX CORP: Charlotteans Embrace Laid-Off Pillowtex Workers
---------------------------------------------------------------
Facing the largest mass lay-off in North Carolina history with the
demise of Pillowtex Corp., Charlotteans are doing what they do
best: giving.

From potluck suppers, knitting circles and garage sales to multi-
million dollar donations, the New South city's firefighters,
church ladies and soccer moms are joining corporate scions,
politicians and community leaders to help laid off Pillowtex
workers get back on their feet. While all communities tend to
rally during a crisis, what makes the Charlotte region's response
unique is that giving is embedded in the city's culture, according
to Michael Almond, president of the Charlotte Regional
Partnership.

"Executives relocating to Charlotte quickly find that voluntarism
and community service are part of doing business in the 16-county
region that links the Carolinas," says Almond. "Getting involved
and giving back aren't options, but expectations."

The speed and sheer magnitude of donations in response to
Pillowtex's bankruptcy filing on July 30 are also typical of
Charlotte, according to Almond. Charlotte is known for its giving
nature: in a study by Harvard University that examined charitable
donations, voluntarism and religious activity, Charlotte ranked
second out of more than 40 major metropolitan areas examined for
"social capital."

While the textile industry, once the South's economic mainstay,
has been dying slowly for years, the closing of Pillowtex's
historic Plant #1 (formerly Cannon Mills) hit especially hard.
After a century of operation and months of uncertainty, more than
4,800 North Carolinians were suddenly out of work.

"When one member of our community is affected, all of us are
affected, and as family, we need to respond," says Michael R.
Coltrane, chairman and chief executive officer of CT
Communications Inc., a growing, $148 million telecommunications
company.

CT Communications Inc., for example, has created a $50,000
community support fund to assist laid off workers in North
Carolina, joining some of the area's heavy hitters, including Duke
Energy, Bank of America and Wachovia, which pledged similar
amounts. CTC already gives more than $400,000 to various community
groups-a significant amount for a mid-sized business with 660
employees.

Such largesse is typical of the Charlotte region, which also leads
the nation in charitable giving for the arts (beating out New York
City, Chicago and other cultural meccas) and attracts more than
35,000 volunteers each year to area public schools.

However, even for an optimistic city like Charlotte, which has
recently rebounded from a failed arena referendum and refuses to
call its uptown area downtown because of the negative
connotations, the slow death of the textile industry that has
helped fuel the region's economy for decades is a tough challenge.

How the region responds over the long-term will determine once and
for all whether the 16-county metropolitan area becomes an
economic powerhouse like Atlanta or just another southern city
where it's nice to raise a family.

Civic boosters are hoping that regional cooperation and a national
advertising and public relations campaign called Charlotte USA
will keep Charlotte top of mind among corporate executives and
consultants for business relocations and expansion.

"Our community's response to the demise of Pillowtex is going to
set the stage for our next decade of growth," said Almond, whose
economic development group is charged with marketing the region.
"Our economy's shifting, and we need to leverage our unique
balance of business strength, global accessibility and quality of
life more effectively in attracting more jobs and industries to
the Charlotte USA region."


PLAINTREE SYSTEMS: Needs New Financing to Continue Operations
-------------------------------------------------------------
Plaintree Systems Inc. (Plaintree, TSE: LAN; OTC BB: LANPF),
reported results for the first quarter of fiscal 2004 ended
June 30, 2003.

Consolidated revenue for the first quarter 2004 was $121,563
compared to $527,450 for the first quarter of fiscal 2003.

The net loss this period fell to $229,272, or 0.00 cents per
share, from $284,900 for the corresponding quarter last year.

"This is an important quarterly report for our shareholders to
analyse", said David Watson CEO. "This is the first quarter after
the major corporate restructuring we did last year and reflects
actual operating expenses without inventory write-downs and other
non-operational expenses. "Even at this low expenditure level
Plaintree was still able to make major technological developments
to its product lines and fully support its customer base. Our
customers are indicating that we should see sales increase in the
fall of this year".

For more information on these results, please refer to Plaintree's
First Quarter financial statements together with the related
Management's Discussion and Analysis report, copies of which can
be obtained from the Company's Web site at
http://www.plaintree.comand/or under Plaintree's name at
http://www.sedar.com

Plaintree continues to investigate sources of financing. However,
if the Company is not successful in obtaining the necessary
funding and/or if the Company does not meet its existing forecast,
continuation of the existing business may not be viable. There can
be no assurance that the Company will be able to raise additional
capital or that anticipated revenues will materialize or be at a
level sufficient to sustain Plaintree's operations.

Ottawa-based, Plaintree Systems Inc. (www.plaintree.com), founded
in 1988, through its wholly-owned operating subsidiary, develops
and manufactures the WAVEBRIDGE series of Free Space Optical
wireless links using Class 1, eye- safe LED (Light Emitting Diode)
technology providing high-speed network connections for ISPs,
traditional telcos, GSM or cellular operators, airports and campus
networks. Acting as a replacement for cable, fiber or radio
frequency systems, the WAVEBRIDGE links offer broadband access
with no spectrum interference problems, and same day installation
for rapid network deployment.

Plaintree is publicly traded in Canada on The Toronto Stock
Exchange (Symbol: LAN) and in the U.S. on the OTC BB (LANPF), with
90,221,634 shares outstanding.


PROMAX ENERGY: June 30 Working Capital Deficit Tops $83 Million
---------------------------------------------------------------
Promax Energy Inc. (TSX:PMY) announces the restated financial and
operating results of the first quarter, 2003 and its financial and
operating results for the six months ended June 30, 2003.

                         RESTATED FINANCIALS

In the first three months of 2003 the Company recorded certain
facility equipment leases as operating leases. Adjustments have
been made to treat these facility equipment leases as capital
leases commencing at their inception in January 2003.

As a result of these adjustments, the Company has restated the
2003 first quarter. The following is a summary of restated numbers
and the results:

At March 31, 2003, petroleum and natural gas assets increased by
$1,024,766 to $119,849,625 based on the capital leases and an
offsetting obligation under capital lease of $856,117 was recorded
plus the current portion of the lease amounting to $191,562. The
changes had no material impact on the statement of earnings,
future income taxes and cash flow from operations in the first
quarter.

The adjustments also affected the 2003 first quarter MD&A as
follows:

Petroleum and natural gas assets increased by $1,024,766 in the
capital expenditures section by recording the leases as assets
under capital lease. As result, depletion expense has increased
from $823,920 to $828,598 in the depletion, depreciation and site
restoration section.

Additionally, in the interest expense section, capital lease
interest increased from $91,592 to $109,826 for the related
interest on the capital leases. The overall affect on these
adjustments was a slight decrease in net earnings for the period
from $2,605,328 to $2,582,416.

The complete restated financials for the first quarter of 2003 may
be obtained from SEDAR, Promax Energy Inc. or viewed its Web site
at http://www.Promaxenergy.com

Promax Energy Inc.'s June 30, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $83 million.

                      CREDITOR PROTECTION

On May 7, 2003, the Company was granted an order by the Court of
Queen's Bench of Alberta providing creditor protection under the
Companies' Creditors Arrangement Act. The initial order was
amended by the Court on May 27, 2003 and further amended on June
27, 2003 and provides for a general stay period that expires on
September 2, 2003 at which time the company will be seeking an
extension of the stay until approximately October 30. The order
may be further amended by the Court throughout the CCAA
proceedings based on motions from the Company, its creditors and
other interested parties.

                         OPERATIONS

Promax's efforts have been focused primarily on working with its
financial advisor, BMO Nesbitt Burns Inc. to prepare a data room
and presentation materials for the value maximization process, the
completion of engineering evaluations of its properties, and
preparing to make presentations and respond to information
requests from potential purchasers. The Company has also
concentrated on retaining as much of its mineral lease rights as
possible, and making improvements and repairs to its wells and
facilities with a view to obtaining the greatest improvements in
production and revenue from the least amount of expenditures.

The Company's production averaged 1,369 BOEPD (using an energy
conversion factor of 6:1) for the second quarter of 2003. The
average production decreased by 3% over the same period in 2002.
The 12% decline from Q1/03 is attributed to a limited capital
program and the disruption of a non-operated pipeline that shut-in
several of the Company's wells. Operational highlights from the
second quarter include:

- Drilling three wells to the minimum depth required to hold over
  2000 ha of mineral rights to evaluate both CBM and Med Hat/ Milk
  River potential.

- Engaging Gilbert Laustsen Jung Associates Ltd.("GLJ"), an
  independent engineering firm, to provide an up-to-date reserve
  review of Promax's properties. Promax also engaged Citadel
  Engineering to update a reserve review it had prepared in late
  2002 using the same capital expenditures and drilling plans as
  GLJ.

- Engaging consulting engineers to evaluate multi well pools in
  the Mannville and Belly River formations. They have outlined a
  program of workovers and drilling which could add some 24 BCF of
  reserves valued at over $30 MM to the values already assigned by
  GLJ.

- Acquiring a 55% interest in a suspended Colony well including
  all surface and pipeline facilities and a 100% interest in a
  suspended Glauconite well in Cessford at no cost to the company.

- Completing an extensive cleanout program on its Med Hat/ Milk
  River wells that has added 267 BOE/d of production. The on-going
  program of well cleanouts has resulted in stabilizing the
  shallow production at 225 BOE/d above levels seen prior to
  operations under CCAA.

- Surplus surface rental production equipment has been returned
  resulting in reducing operating leases by $26,000/ month.

                         FINANCIAL

The Company generated revenue from gas sales of C$3,772,102 in the
quarter, an operating cash loss of C$732,202, and earnings of
$3,168,871 largely related to a foreign exchange gain associated
with its US dollar denominated debt. To date costs of $653,948
have been booked as expenses related to CCAA restructuring.

                  SUBSEQUENT EVENTS & OUTLOOK

Under the current circumstances, the Company's outlook will be
determined by the outcome of its re-organization under CCAA. In
the event that it becomes apparent that a financial restructuring
cannot be accomplished, or that a plan of arrangement is not
feasible in the Company's CCAA proceedings, the Company will
likely be placed in receivership or bankruptcy.

Promax Energy Inc. is a junior oil and gas company listed and
trading on the Toronto Stock Exchange under the symbol "PMY". It
has a high working interest in over 285,000 acres in a gas prone
area of southeastern Alberta with multiple producing horizons
including long life Medicine Hat/Milk River and Coal Bed Methane.


PROTARGA: Employing Barnes Richardson as Special Customs Counsel
----------------------------------------------------------------
Protarga, Inc., seeks permission from the U.S. Bankruptcy Court
for the District of Delaware to engage the professional services
of Barnes, Richardson & Colburn as Special Customs and
International Trade Counsel.

The Debtor has not yet obtained FDA approval for any of its drugs;
however, it now has one drug in the final phase of testing
required before FDA approval can be sought.  As such, the Debtor
has never generated any revenue, but has raised substantial
amounts of equity and debt funding to operate its business.  The
filing of this Chapter 11 case results from the Debtor's inability
to raise sufficient additional equity or debt funding.

The Debtor reports that prior to the Filing Date, the Debtor
retained Barnes Richardson's services in connection with certain
customs and international trade issues.  The professional services
that Barnes Richardson will render to the Debtor include
representation with respect to providing the Debtor with continued
advice with respect to certain customs and international trade
issues. These services will not be duplicative of services
performed by any other professionals retained by the Debtor in
this Chapter 11 case.

Robert A. Shapiro, a member of Barnes Richardson discloses that
his firm will charge the Debtor its current hourly rates, which
range from:

          Principals             $400 per hour
          Associates             $185 to $220 per hour
          Legal Assistants       $110 to $150 per hour

The professionals who will be primarily responsible in this
engagement are:

          Robert Shapiro        Member       $400 per hour
          James B. Doran        Associate    $210 per hour
          Holly Files  Legal    Assistant    $110 per hour

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


RESIDENTIAL ACCREDIT: Fitch Rates Class B-1, B-2 Certs. at BB/B
---------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. (RALI) mortgage pass-
through certificates, series 2003-QS16, as follows:

     -- $179 million, classes A-1, A-P, A-V, R senior certificates
       'AAA';

     -- $3.1 million class M-1 certificate 'AA';

     -- $400,000 class M-2 certificate 'A';

     -- $600,000 class M-3 certificate 'BBB';

     -- $300,000 privately offered class B-1 certificate 'BB';

     -- $200,000 privately offered class B-2 certificate 'B'.

Fitch does not rate the $300,000 million privately offered class
B-3 certificate.

The 'AAA' ratings on senior certificates reflect the 2.60%
subordination provided by the 1.70% class M-1, 0.20% class M-2,
0.30% class M-3, 0.15% privately offered class B-1, 0.10%
privately offered class B-2 and 0.15% privately offered class B-3
(not rated by Fitch). Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults as well as
bankruptcy, fraud and special hazard losses in limited amounts. In
addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
Residential Funding Corp.'s servicing capabilities (rated 'RMS1'
by Fitch) as master servicer.

As of the cut-off date, Aug. 1, 2003, the mortgage pool consists
of 1,146 conventional, fully amortizing, 15-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$183,757,688. The mortgage pool has a weighted average original
loan-to-value ratio of 65.79%. The pool has a weighted average
FICO score of 728, and approximately 58.34% and 3.71% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively. Loans originated under a reduced
loan documentation program account for approximately 69.08% of the
pool, equity refinance loans account for 50.94%, and second homes
account for 1.86%. The average loan balance of the loans in the
pool is $160,347. The three states that represent the largest
portion of the loans in the pool are California (28.03%), Texas
(12.40%) and Florida (5.48%).

None of the Mortgage Loans are 'high cost' home loans as defined
in the Georgia Fair Lending Act, as amended, the New York
Predatory Lending Law, the Arkansas Home Loan Protection Act, as
amended, or Kentucky Revised Statutes, as amended. For additional
information on Fitch's rating criteria regarding predatory lending
legislation, please see the press release issued May 1, 2003
entitled, 'Fitch Revises Rating Criteria in Wake of Predatory
Lending Legislation', available on the Fitch Ratings web site at
'www.fitchratings.com'.

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers
except in the case of 27.1% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer. Approximately 16.3% of the
mortgage loans were purchased from National City Mortgage Company.
No other unaffiliated seller sold more than approximately 8.6% of
the mortgage loans to Residential Funding. Approximately 82.5% of
the mortgage loans are being subserviced by HomeComings Financial
Network, Inc. (rated 'RPS1' by Fitch). Approximately 7.53% of the
mortgage loans were originated by Capitol Commerce Mortgage Co.
which closed its offices and ceased originating loans on or about
Aug. 14, 2003.

Residential Funding represents and warrants to the trust in the
Assignment and Assumption Agreement that it has good title to and
is the sole owner of each mortgage loan, free and clear of any
pledge, lien, encumbrance and security interest, as of the cut-off
date. Residential Funding confirmed to Fitch that this
representation and warranty is also applicable on loans originated
by Capitol Commerce Mortgage Co.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program. Alt-A program loans are often marked by
one or more of the following attributes: a non-owner-occupied
property; the absence of income verification; or a LTV or debt
service/income ratio that is higher than other guidelines permit.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

Deutsche Bank Trust Company Americas will serve as trustee. RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit.


RICA FOODS INC: Gets Conditional Waiver of Loan Covenant Breach
---------------------------------------------------------------
Rica Foods, Inc. (Amex: RCF), received a conditional waiver,
effective as of August 19, 2003, from Pacific Life Insurance
Company with respect to the Company's breach, during the fiscal
quarter ended June 30, 2003, of certain negative covenants entered
into in connection with a private placement with PacLife of notes
during the first quarter of 1998.

As a condition of the waiver, the Company has agreed that the
aggregate amount of loans to affiliates shall not be increased at
any time, and, if any of such loans are repaid, neither the
Company nor any of its subsidiaries shall make any additional
affiliate loans.


SCORES HOLDING: Second Quarter Results Show Improved Performance
----------------------------------------------------------------
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. Cost of goods
sold for the three-month periods ended June 30, 2003 and June 30,
2002 was $231,027 and $0, respectively. 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.

"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. We 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.

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.


SIEBEL SYSTEMS: Intends to Redeem 5-1/2% Convertible Sub. Notes
---------------------------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL) announced that its Board of
Directors has approved the redemption, on September 30, 2003, of
its 5-1/2% Convertible Subordinated Notes due 2006. The aggregate
principal amount of the notes outstanding is $300 million. The
redemption price is equal to 102.36 percent of the outstanding
principal amount of the notes, plus accrued and unpaid interest to
the redemption date.

"Siebel Systems' solid financial condition allows us to redeem
the notes nearly three years prior to maturity, thereby saving
$16.5 million per year in interest expense and cash," said Ken
Goldman, Chief Financial Officer, Siebel Systems. "The company
generated more than $500 million of cash in each of the last two
calendar years and $140 million in the first half of 2003,
bringing total cash and short-term investments to $2.3 billion as
of June 30. Siebel Systems ended its second quarter with over $2
billion of shareholders' equity. Redeeming the notes will
eliminate all of the company's debt except for $24 million of
capitalized leases as of June 30."

Before 5:00 p.m. (Eastern Time) on September 29, 2003, holders
may convert their notes into shares of Siebel Systems Common
Stock at a conversion rate of approximately 42.89 shares per
$1,000 principal amount of notes, which is equivalent to a
conversion price of approximately $23.32 per share. Cash will be
paid in lieu of fractional shares. On August 28, 2003, the last
reported sale price of Siebel Systems Common Stock on the NASDAQ
National Market was $10.17. Any notes not converted on or before
5:00 p.m. (Eastern Time) on September 29, 2003, will be
automatically redeemed on September 30, 2003, after which
interest will cease to accrue.

A Notice of Redemption is expected to be mailed to all registered
holders of the notes on or about August 29, 2003. Copies of the
Notice of Redemption may be obtained after August 29, 2003, from
J.P. Morgan Trust Company, N.A., at (713) 216-1328.

In connection with the redemption of the notes, Siebel Systems
estimates that it will record a one-time charge of approximately
$10.7 million on a pre-tax basis and approximately $6.8 million
on an after-tax basis.

Siebel Systems, Inc. (Nasdaq:SEBL) (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.

Siebel is a trademark of Siebel Systems, Inc. and may be
registered in certain jurisdictions. All other product and
company names mentioned are the property of their respective
owners and are mentioned for identification purposes only.


SPACEHAB INC: Credit Suisse Discloses 15.5% Equity Stake
--------------------------------------------------------
Credit Suisse First Boston, on behalf of the Credit Suisse First
Boston business unit, beneficially owns 2,275,230 shares of the
common stock of Spacehab, Inc. which represents 15.5% of the
outstanding common stock of Spacehab.  Credit Suisse shares the
voting and dispositive powers over the stock.

Credit Suisse First Boston, a Swiss bank, has filed the report of
ownership on behalf of itself and its subsidiaries, to
the extent that they constitute the Credit Suisse First Boston
business unit excluding Asset Management. The CSFB business unit
is also comprised of an asset management business principally
conducted under the brand name Credit Suisse Asset Management. The
Reporting Person provides financial advisory and capital raising
services, sales and trading for users and suppliers of capital
around the world and invests in and manages private equity and
venture capital funds. Asset Management provides asset management
and investment advisory services to institutional, mutual fund and
private investors worldwide.  The ultimate parent company of the
Bank is Credit Suisse Group, a corporation formed under the laws
of Switzerland. CSG is a global financial services company with
two distinct business units. In addition to the CSFB
business unit, CSG and its consolidated subsidiaries are comprised
of the Credit Suisse Financial Services business unit.

Spacehab's working capital deficit at March 31, 2003, tops
$636,000.


SPECTRUM PHARMA: Second Quarter Net Loss Narrows to $1.6 Million
----------------------------------------------------------------
Spectrum Pharmaceuticals, Inc. (NASDAQ: SPPI) today reported a net
loss for the second quarter ended June 30, 2003 of $1.6 million,
compared to a net loss of $5.1 million for the second quarter
ended June 30, 2002. The decrease in net loss during the second
quarter principally reflects the reduction in expenses caused by
the completion of a large clinical trial in April of 2002 as well
as cost reduction efforts implemented upon change in management at
the Company during August 2002.

                      Financial Highlights

For the second quarter, research and development expenses
decreased from $3.8 million in 2002 to $0.5 million in 2003. The
decrease in research and development expense reflects lower
expenses related to the completion of a large clinical trial in
April of 2002 and three smaller clinical trials in the second and
third quarter of 2002, and cost reduction efforts including a
major restructuring of the Company in August of 2002. General and
administrative expenses decreased from $1.4 million during the
second quarter of 2002 to $1.2 million during the second quarter
of 2003. The decline principally reflects a decrease in salary and
related expenses due to reductions in workforce implemented at the
Company during 2002, offset by the shift of certain fixed costs
from research and development in 2002 to general and
administrative in 2003.

Spectrum had cash and equivalents of $4.3 million on June 30,
2003, and earlier this week, the Company raised approximately $3.0
million through the sale of common stock (before offering costs
and commissions estimated to be $300,000). Shares of common stock
outstanding on June 30, 2003 were 3,355,686.

                      Operational Highlights

                     Oncology Drug Development

In June, positive late-stage clinical data on the efficacy of
satraplatin in hormone-refractory prostate cancer were presented
at ASCO, and our co-development partner, GPC Biotech, reiterated
last week its plan to begin the Phase 3 registrational trial for
satraplatin during the third quarter. Dosing of the first patient
in this study will trigger a milestone payment and purchase of
Spectrum equity totaling $2 million. GPC Biotech also recently
announced results of a more comprehensive market analysis, which
indicates that the market potential of satraplatin could be more
than $500 million in annual peak sales. This revised estimate is
based on what the Company believes to be modest assumptions for
penetration in other areas of potential application for
satraplatin, beyond hormone-refractory prostate cancer. These
other areas include earlier stages of prostate cancer, as well as
other tumor types such as small-cell lung cancer and ovarian
cancer, where satraplatin has demonstrated clinical activity, and
in combination with radiotherapy.

Positive results from a phase 1 study of EOquin(TM) superficial
bladder cancer were also reported during the month of June, and
the Company announced that it had initiated a larger phase 2 study
of the drug at additional sites in England and the Netherlands.
The Company expects to begin enrollment of patients in this study
shortly after an expanded investigators' meeting, which will be
held in Europe in mid-September. The protocol for the expanded
study has been finalized, and takes into consideration the
insights and positive results observed during the phase 1 study.

Development of elsamitrucin also remains on track, as the Company
finalized its supply agreement and acquired the bulk drug
necessary to complete the phase 2 study of elsamitrucin in
refractory non-Hodgkin's lymphoma. This trial is expected to begin
during the second quarter of 2004.

      Generic Drug Development, Distribution and Marketing

The Company's first generic drug product, ciprofloxacin, is
currently under review by the U.S. Food and Drug Administration,
and work continues on two additional products for which the
Company plans Abbreviated New Drug Application (ANDA) filings
before year end. In addition, the Company and its partner, JB
Chemicals & Pharmaceuticals, Ltd., have identified and begun
development of additional products, for which ANDA's will be filed
next year. The Company's goal remains to enter into at least one
more partnership with an Indian pharmaceutical company before
year-end, so that the Company can increase the number of ANDA's
and expand its generic product portfolio.

Spectrum Pharmaceuticals' primary focus is to develop in-licensed
drugs for the treatment and supportive care of cancer patients.
The Company's lead drug, satraplatin, is a phase 3 oral, anti-
cancer drug being co-developed with GPC Biotech AG. Elsamitrucin,
a phase 2 drug, will initially target non-Hodgkin's lymphoma.
EOquin(TM) is being studied in the treatment of superficial
bladder cancer, and may have applications as a radiation
sensitizer. The Company is actively working to develop, seek
approval for and oversee the marketing of generic drugs in the
U.S. Spectrum also has a pipeline of pre-clinical neurological
drug candidates for disorders such as attention-deficit
hyperactivity disorder, schizophrenia, mild cognitive impairment
and pain, which it is actively seeking to out-license or co-
develop. For additional information, visit the Company's Web site
at http://www.spectrumpharm.com

                         *      *      *

             Liquidity and Going Concern Uncertainty

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

"The [Company's] unaudited condensed consolidated financial
statements are prepared on a consistent basis in accordance with
accounting principles generally accepted in the United States
(GAAP) for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by
GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring
accruals and consolidation and elimination entries) considered
necessary for a fair presentation have been included. Operating
results for the three-months and six-months ended June 30, 2003
are not necessarily indicative of the results that may be expected
for the year ended December 31, 2003. The balance sheet at
December 31, 2002 has been derived from the audited financial
statements at that date but does not include all of the
information and footnotes required by GAAP for complete financial
statements. For further information, refer to the consolidated
financial statements and footnotes thereto included in our
Amendment Number 2 to the Annual Report on Form 10-K for the year
ended December 31, 2002.

"Certain quarterly amounts have been reclassified to conform to
the current period presentation. All share and per share
information has been restated to affect for the 25-for-1 reverse
split of our outstanding common stock approved on September 5,
2002 and executed on September 6, 2002.

                            Liquidity

"On August 20, 2002, we announced a shift in our strategic focus
from discovery and development of neurology drugs to the in-
licensing of oncology drug candidates and the further development
of and strategic alliances for these drug candidates and the
development and marketing of generic drugs in the United States.
As a result of these changes and the completion of a large
Alzheimer's disease clinical trial, our expense burn rate fell
from approximately $7 million per quarter to approximately $1.6
million during the three-month period ended June 30, 2003. The
recent and the prospective reduction in the burn rate is
principally due to reductions in clinical, research and
administrative personnel, the termination of a facility lease for
office space used to administer the Alzheimer's disease clinical
trial, the reduction of expenses for the manufacturing of
Neotrofin supplies (one of our neurology drug candidates), a
reduction in our research and fellowship grant commitments, and
the elimination of the research operations of our functional
genomics business.

"During the six-month period ended June 30, 2003, we sold 600
shares of our Series D 8% Cumulative Convertible Voting Preferred
Stock and warrants to purchase up to an aggregate of 2,553,190
shares of our common stock, half at an exercise price of $3.00 and
the other half at an exercise price of $3.50 per share, for net
cash proceeds of approximately $5.1 million. Additionally, we sold
347,788 shares of our common stock for net cash proceeds of
approximately $715,000 and issued warrants to purchase 55,555
shares of our common stock at an exercise price of $3.25 per
share. Subsequent to June 30, 2003, we received gross cash
proceeds of $3.0 million from the sale of 737,040 shares of our
common stock and warrants to purchase 368,520 shares of our common
stock at an exercise price of $4.75 per share.

"On September 30, 2002, we entered into a co-development and
license agreement with GPC Biotech AG for the development and
commercialization of our lead drug candidate, satraplatin. Under
the co-development and licensing agreement, Spectrum could receive
up to $22 million in license fees and milestone payments. The
license fee consists of a total of $4 million; $2 million received
upon signing and $1 million in cash and a $1 million equity
investment within 30 days after the first dosing of a patient in a
registrational study. GPC Biotech has agreed to make additional
payments totaling up to $18 million upon achieving agreed upon
milestones. However, there can be no assurance that any milestone
will be achieved. Furthermore, GPC Biotech has agreed to fully
fund development and commercialization expenses for satraplatin.
Upon commercial sale of satraplatin, if any, Spectrum will be
entitled to receive royalty payments based upon net sales.

"Our common stock is listed on the Nasdaq SmallCap Market. To
remain listed on this market, we must meet Nasdaq's continued
listing requirements. Among other requirements, Nasdaq rules
require that a SmallCap Market company maintain a minimum
stockholders' equity of $2.5 million or a minimum market value of
listed securities of $35 million or a net income from continuing
operations (in latest fiscal year or 2 of the last 3 fiscal years)
of at least $500,000. As of June 30, 2003, we were in compliance
with this standard, however, there is no assurance that we will be
able to maintain compliance with any of the continued listing
requirements. If we fail to do so, our common stock could be
delisted from the Nasdaq SmallCap Market. As an additional
condition of its continued listing, the Company must show that it
continues to meet the minimum stockholder's equity and other
requirements for continued listing on the Nasdaq SmallCap Market
in timely filings of its Form 10-Q reports with the Securities and
Exchange Commission for the second and third quarters of 2003.

"As shown in the accompanying condensed consolidated financial
statements, we continue to incur significant losses and negative
cash flow from operations. During the three-month period ended
June 30, 2003, we incurred a loss of approximately $1.6 million."


STARWOOD HOTELS: Files Proxy Statement re Westin Partnership
------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) has filed a
preliminary proxy statement with the Securities and Exchange
Commission relating to Starwood's solicitation of consents from
the holders of limited partnership units of Westin Hotels Limited
Partnership. The consent solicitation would be conducted
simultaneously with a contemplated tender offer for all
outstanding Units under which Unitholders would receive $600 per
Unit in cash. WHLP is the owner of The Westin Michigan Avenue,
Chicago hotel in downtown Chicago, Illinois.

The tender offer would be conditioned on, among other things, (1)
the valid and not withdrawn tender of at least a majority of the
issued and outstanding Units, and (2) the consent by Limited
Partners who collectively hold more than 50% of the Units to each
of the proposals for which their consent is being solicited so
that the proposed amendments to WHLP's agreement of limited
partnership, described on the preliminary proxy statement, have
been implemented and are in full force and effect.

The preliminary proxy statement is currently available at no
charge on the SEC's Web site at http://www.sec.gov

An unsolicited tender offer for approximately 59% of the Units at
a purchase price of $550 per Unit is currently pending and is
currently scheduled to expire at 5:00 p.m., Eastern time, on
Friday August 29, 2003. There are currently 135,600 Units
outstanding.

Subsidiaries of Starwood are the general partner of WHLP and
manage the Westin Michigan Avenue.

Starwood Hotels & Resorts Worldwide, Inc. is one of the leading
hotel and leisure companies in the world with more than 740
properties in more than 80 countries and 105,000 employees at its
owned and managed properties. With internationally renowned
brands, Starwood is a fully integrated owner, operator and
franchisor of hotels and resorts including: St. Regis(R), The
Luxury Collection(R), Sheraton(R), Westin(R), Four Points(R) by
Sheraton, W(R) brands, as well as Starwood Vacation Ownership,
Inc., one of the premier developers and operators of high quality
vacation interval ownership resorts. For more information, visit
http://www.starwood.com

As reported in Troubled Company Reporter's May 16, 2003 edition,
Fitch Ratings assigned a rating of 'BB+' to the $300 million
in 3.5% convertible senior notes (potentially as much as $360
million including an overallotment option) due 2023 issued by
Starwood Hotels & Resorts Worldwide, Inc.

Proceeds are to be used to repay a portion of outstanding
balances under the revolving credit facility and for general
corporate purposes. The notes will rank pari-passu with all
other senior debt including bank facilities. The notes are not
redeemable prior to May 23, 2006, but may be put to the company
on May 16 of 2006, 2008, 2013 and 2018. The Rating Outlook is
Negative.

The 'BB+' rating reflects the company's standing as one of the
premier global lodging companies, with substantial product and
geographic diversification, strong cash flow generating ability,
and continued access to capital markets. Nonetheless, like its
peers, Starwood has faced persistent industry weakness in
revenue per available room, with little visibility for
improvement in the near term. While debt has been reduced since
year-end 2001, leverage is high for the ratings category, and
continues to climb as EBITDA deterioration has outpaced debt
reduction. However, potential asset sales, forecast by the
company at $1.1 billion in 2003, could accelerate debt reduction
in 2003 and keep credit measures stable.

The Rating Outlook remains Negative due to the weak lodging
fundamentals.


SYMBIAT: Fails to File Financial Reports Due to Inadequate Funds
----------------------------------------------------------------
On August 1, 2003, Deborah Bailey, was elected Chief Executive
Officer of Symbiat (formerly Computone Corp.).  Deborah has been a
member of the Symbiat Board of Directors since July 2001 and was
appointed as the Acting CEO in June of this year. Ms. Bailey has
been a CPA for 23 years and has extensive experience in business
turnarounds and rapidly growing businesses. Ms. Bailey has quickly
identified a game plan for the turnaround of Symbiat and the funds
required to execute that turnaround.

The Board of Directors at Symbiat has appointed Philadelphia
Brokerage to act as the Placement Agent for a Private Placement of
convertible preferred stock. The goal is to raise at least
$1,000,000 that will be used to negotiate some of the Company's
financial obligations as well as provide working capital. The
holders will have a mandatory conversion after 12 months to the
Company's common stock at $.10 per share and carries an 8% paid-
in-kind coupon. The Company will also execute a reverse stock
split on the now outstanding common stock with the ratio to be
determined.

The Company, because of its cash flow shortage, has not been able
to pay their auditors, Deloitte and Touche for the audit for the
fiscal year ended March 31, 2002 and has not had the available
funds to pay for the audit ended March 31, 2003. As a result, the
Company has not filed its most recent 10K and 10Q. Inadequate
resources have also prevented the Company from timely filings of
form 8Ks with the SEC. As a result, the Company is now traded on
the OTC-Other Markets/Pink Sheets. The Company will remit funds to
Deloitte and Touche once the private placement is complete and
will complete the audit and all delinquent SEC filings.

The Company has paid to LC Capital Partners LLC a principle
payment of $250,000 as a requirement of restructuring and
extension of the Company's subordinated note. The default on this
note has been cured and extended until 2005. As a part of the
total restructuring of Company debt, efforts were made to
restructure other notes payable due by the Company to various
parties totaling approximately $655,000. Many of these notes are
currently in default. None of these negotiations have been
completed.

The Company announced on May 20, 2003, that Symbiat's management
had uncovered incidents of employee theft at the Company. The
theft involved cash only, and appears to have been perpetrated by
a single individual who hid the losses through an intricate,
sophisticated pattern of deception. The Company has determined
that the amount missing is approximately $446,000, although the
investigation is ongoing. The Company continues to pursue its
claim with its insurer for the full amount of the insured coverage
of $250,000. The banking institution through which over 97% of the
fraudulent transactions were processed has informed the Company
that it acknowledges no responsibility for the action perpetrated
against the Company. The Company continues to weigh its options
for pursuing that recovery while assisting, local and federal
investigators in criminal charges against the individual.

The Company is in arrears in payment of compensation to officers,
reimbursement of Company expenses for inventory, sales activities
and operating expenses that have been charged on various officers'
personal credit cards. The reimbursement of expenses to other
employees has been delayed. Symbiat is behind on reimbursing
employees for expenses and has delayed payment of commissions.

The Company has not funded $32,307.38 that is presently due to its
various retirement plan administrators. Of that amount, payments
of $25,643.48 have not been contributed within the time
requirements.


TENFOLD CORP: Rand Technology Purchases Deployment License
----------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
Universal Application(TM) platform for building and implementing
enterprise applications, announced that Rand Technology, Inc. has
purchased a TenFold deployment license and technical support,
which will allow Rand Technology to quickly put its BizNet
application into production.

Rand Technology previously purchased a TenFold development license
in order to use the Universal Application to develop a replacement
of its mission-critical, internal application, "BizNet," which
handles worldwide inventory management, sales, purchasing, and
requisition.  "We selected TenFold's Universal Application to
increase our competitive edge and develop a more robust, feature-
rich application, which will keep Rand Technology in front of a
rapidly changing industry," said Gregg Knutson, Rand's CIO.
"Within a few short months, we were able to replace 90% of our
existing application with a more agile and robust application.  We
are looking forward to putting our new application into production
and are pleased to expand our relationship with TenFold."

Rand Technology is a global distributor of Information Technology
hardware serving many of the major Fortune 500 companies.  Rand
Technology does business in North America, Europe, and Asia.  The
BizNet application will support Rand Technology's global supply
chain distribution system allowing multiple users and customers
around the world to place and track orders, and will allow Rand
Technology to control inventory management on a real time basis.

"We are delighted that Rand Technology has purchased a license to
deploy the BizNet system," said Dudley Morris, TenFold's Senior
Vice President of Business Development.  "It is exciting that Rand
Technology could build and successfully deploy this mission
critical application in such a short time frame, and is a tribute
to both TenFold's technology and Rand Technology's staff."

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

Founding Rand Technology, Inc. in 1992, Andrea Klein, CEO and
President organized her company with three key principles in mind:
Quality Components, Professional Excellence and Outstanding
Customer Service.  Ten years later, those core beliefs still are
at the heart of The Rand Way, and through this pursuit of
operational excellence, Rand has become one of the top ten
Independent Distributors of electronics components in the world
today.  With offices in North America, Europe and Asia Rand
operates 24 hours a day helping global customers solve electronic
component shortages and achieve supply chain continuity through
unique customer care techniques.  As one of the few international
distributors to achieve ISO9001:2000 certification and also full
ESD compliance, Rand has demonstrated its successful quality
control program through a return rate of less than 1%.  For more
information about Rand Technology, visit http://www.randtech.com


TSI TELECOM: Negative Outlook Reflects Low Free Cash Flow Level
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and bank loan ratings, as well as its 'B-' subordinated
debt rating, on TSI Telecommunication Services Inc., and revised
the company's outlook to negative from stable.

The outlook revision reflects Standard & Poor's expectation for
lower free cash flow levels over the intermediate term.

The ratings on TSI reflect the company's high debt levels, its
niche position as an independent provider of wireless transaction
processing, and its reliance on growth in roaming transactions in
a consolidating wireless telecommunications market. These are only
partially offset by TSI's recurring revenues and good
profitability.

"Although TSI is expected to generate sufficient free cash flow to
meet its remaining debt amortizations in 2003, lower free cash
flow levels over the intermediate term would challenge the
company's ability to meet future stepped-up debt amortizations,"
said credit analyst Emile Courtney. "A decline in free cash flow
could result in lower ratings."

Tampa, Florida-based TSI is an independent provider of transaction
processing services to wireless telecommunications carriers. TSI's
interoperability software allows the clearing of billing data for
roaming events and enables various wireless protocols to work
together, enabling cell phone users to roam across service areas.
TSI's SS7 network provides call setup and intelligent network
services.


TWINLAB CORP: Begins Negotiations to Sell Assets to IdeaSphere
--------------------------------------------------------------
IdeaSphere Inc., confirmed that it is in negotiations to purchase,
subject to court approval, substantially all of the assets of
Twinlab Corp. (OTC Bulletin Board: TWLB). The proposed asset
purchase is in conjunction with Twinlab's anticipated filing of a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code.

IdeaSphere, of Grand Rapids, Mich., provides healthy living
solutions for today's consumers of natural products. The Company
is led by a proven management team with global experience in the
health and wellness sector, including Dave Van Andel, Chairman and
CEO; Bill Nicholson, Vice Chairman; Anthony Robbins, Vice Chairman
Sales and Marketing; and Mark Fox, President and Chief Operating
Officer.

The Board of Twinlab chose IdeaSphere as a potential purchaser
because of its commitment to assuring ongoing operations of the
company and its financial strength and experience to lead the
global expansion of the brand and product line. "It is always
difficult to sell a family business," said Ross Blechman, Twinlab
Chairman, President and Chief Executive Officer. "However, in
IdeaSphere we feel we have found an acquirer that will respect our
commitment to science, quality and consumer satisfaction and at
the same time will bring substantial resources and global
capabilities that will take the Twinlab brand to a new leadership
level in the 21st century."

Mr. Van Andel commented, "Having grown up in a family business
that has experienced more than four decades of continuous growth
and has revenues today of nearly $5 billion, I understand the
importance of preserving and enhancing the brand leadership that
Twinlab has deservedly enjoyed."

Twinlab, of Hauppauge NY, has been a leader in manufacturing and
marketing high quality, science-based nutritional supplements. It
was honored earlier this year by Consumerlab.com, the independent
testing group, with the Consumer Satisfaction Award as Top Rated
Retail Brand.

IdeaSphere is a leader in changing the landscape of the natural
products industry by bringing together advanced science, consumer
education and outcome-driven products that will help consumers
make choices to sustainably improve their lives both emotionally
and physically. Mr. Fox said, "We studied the industry and
recognized the opportunity to integrate industry leaders like
Anthony Robbins, Rebus Publishing and now Twinlab to educate and
inspire consumers to take active roles in their health."

Further details of the transaction will be disclosed following the
filing.

IdeaSphere is a leader in healthy living solutions for today's
natural products consumers. It is a vertically integrated provider
of natural and organic supplements, foods, beverages, personal
care and home care products and is an equity owner in Rebus
Publishing. Rebus is a 25-year-old consumer health and science
publisher delivering through print and electronic media. Rebus has
built an outstanding reputation for expertise in the areas of
health, fitness and nutrition. It is the creator and exclusive
publisher of two world renown newsletters-the UC Berkeley Wellness
Letter and the Johns Hopkins Health After 50.

Following are biographies of IdeaSphere's senior management team:

Dave Van Andel, Chairman and Chief Executive Officer

Mr. Van Andel is a co-founder of IdeaSphere Inc., which is fast
becoming a leader in the natural and earth-friendly consumer
marketplace. He is chairman of the Van Andel Institute for
Education and Medical Research, which was created by the Van Andel
family, and is a member of the board of Alticor, the company co-
founded by his parents as Amway Inc.

Bill Nicholson, Vice Chairman

Mr. Nicholson is a co-founder of IdeaSphere and has been active in
leading its growth in the organic market space. For nine years
previously, he was Chief Operating Officer of Amway, now Alticor
Inc., where he led the company's revenue growth to more than $5
billion from less than $1 billion. He is an advisor and investor
in Irwin Jacobs' $500 million IMR fund, and an investor and
director of Genmar, the world's largest recreational boat builder.
He is also an investor in Jacobs Trading Company and FLW Outdoors.

Anthony Robbins, Vice Chairman Sales and Marketing

Mr. Robbins is a world leader in the psychology of peak
performance and personal, professional and organizational
turnaround. In 2002, the Accenture Institute for Strategic Change
listed him as one of the world's Top 50 Business Thinkers. He
brings more than 25 years' experience to the Company and its
partners to develop personal enhancement programs and branded
products for consumers. As a motivational leader he has trained
more than 3 million people in 80 countries. His books and audio
programs have sold more than 50 million copies worldwide.

Mark A. Fox, President and Chief Operating Officer

Mr. Fox has been developing business strategy and new ventures for
leaders in the health care, pharmaceutical and e-health sectors
for 20 years. For DuPont, he developed and implemented a consumer-
health business strategy and engineered acquisitions valued at
more than $600 million. He led an early stage strategic investment
of $220 million in WebMD and continued to work with WebMD's
executive management for two years to advance its strategic growth
objectives. Mr. Fox is Treasurer of the Board for the
International AIDS Trust, a global NGO co-chaired by Presidents
Clinton and Mandela.

Steven R. Heacock, J.D., C.P.A., Chief Financial and Legal Officer

Mr. Heacock, prior to joining IdeaSphere Inc., was an executive
manager at a $450 million managed care organization that services
350,000 people in 27 counties. He has been a partner in Warner
Norcross and Judd, a 200-member law firm serving West Michigan. He
also worked with Price Waterhouse, the international public
accounting firm.

Tony Hoyt, Publisher & President, Rebus

Mr. Hoyt, who has been in the publishing industry for 30 years, is
regarded for his record of successful publishing turn-arounds. He
was publisher of House Beautiful and Redbook and of Cosmopolitan,
Hearst's flagship magazine. While he was publisher of American
Media Inc., (National Enquirer and Star) its operations were
successfully re-organized, delivering increased revenue and
profits to effect the sale to its current owners.

Peter Lusk, Independent Director

Mr. Lusk is vice-chairman of WL Ross & Co. LLC, a market-leading
global hedge fund with $1.5 billion under management. He draws on
years of experience in the public and private sectors to advise
IdeaSphere on growing and managing its financial assets as it
grows in publishing and marketing a broad range of health- and
wellness-related products and services.


UAL CORP: Moody's Lowers Selected Equipment Trust Certificates
--------------------------------------------------------------
Moody's Investors Service cut the ratings of certain of United
Airlines, Inc.'s Equipment Trust Certificate and Enhanced
Equipment Trust Certificate transactions.

Ratings affected by this action include:

Equipment Trust Certificates:

   - All to Ca from previous Caa1 and Caa2 ratings

Enhanced Equipment Trust Certificates:

   - Series 1997-1

     Class A to Caa1 from Baa3
     Class B to Ca from Ba2

   - Series 2000-1

     Class A to Ba3 from Baa3
     Class B to Ca from B3

   - Series 2000-2

     Class A to Ba3 from Baa3
     Class B to Caa1 from Ba3
     Class C to Ca from B3

   - Series 2001-1

     Class A to Ba3 from Baa3
     Class B to B3 from Ba1
     Class C to Ca from B3
     Class D to C from Caa3

Jets Equipment Trusts

   - Series 1994

     Class A to Caa3 from Caa1
     Class B to Ca from Caa2
     Certificates to C from Caa3

   - Series 1995-A

     Class A to Caa3 from Ba2
     Class B to Ca from Caa1
     Class C to C from Caa2
     Certificates to C from Caa3

   - Series 1995-B

     Class A to Caa3 from Ba3
     Class B to Ca from Caa1
     Class C to C from Caa2
     Certificates to C from Caa3

Approximately $7 billion of debt securities are affected.

According to Moody's, the downgrades were prompted by
uncertainties surrounding the availability of sufficient cash flow
in each transaction to allow the original terms of the debt to be
met and the increased potential for principal loss to debt holders
as a result of prolonged negotiations regarding the disposition of
the aircraft combined with continued declines in the value of the
underlying aircraft collateral.


UNITED AIRLINES: Strikes Marketing Alliance with Air China
----------------------------------------------------------
United Airlines and Air China have reached a marketing alliance,
including cooperation on code share flights, frequent flyer
programs and airport lounges, taking an important step toward
expanding their networks and better serving the needs of
customers.

The marketing alliance between United and Air China will take
effect on Oct. 31, when United's 14 weekly flights (daily Beijing-
Chicago and daily Shanghai-San Francisco service) connecting the
U.S. with China will carry United's and Air China's codes. At the
same time, Air China's 12 weekly flights (four Beijing-Los
Angeles, three Beijing-New York and five Beijing-San Francisco)
will be operating under Air China's and United's flight numbers.
In total, the two carriers will offer 26 nonstop code share
flights a week between China and the U.S.

"Our new marketing alliance with Air China will provide our
customers with more travel options and benefits," said Glenn F.
Tilton, Chairman, President and CEO, United Airlines. "China's
aviation market is growing rapidly, and Air China's extensive
network covers all major business and travel hubs in China. The
new relationship with Air China will further expand United's
worldwide network and access to China."

Air China President, Li Jiaxiang, added, "Air China aims to become
one of the world's major airlines. To align with world-class
airlines such as United is a key component of Air China's
globalization strategy. The agreement with United Airlines is an
important milestone for Air China."

Under the agreement with Air China, United will extend its service
from Beijing and Shanghai to five other cities via code-share
flights operated by Air China carrying United's codes. The five
cities are Guangzhou, Shenyang, Xi'an, Fuzhou and Shenzhen.

Air China will also extend its network by adding its flight
numbers onto United's flights from Chicago, San Francisco and Los
Angeles to 14 other U.S. cities: Atlanta, Boston, Dallas,
Honolulu, Houston, Las Vegas, Miami, Minneapolis, New York,
Philadelphia, Phoenix, Portland, Seattle and Washington D.C.

Members of United Airlines' Mileage Plus frequent flyer program
and Air China's Companion frequent flyer program will be able to
earn qualifying frequent flyer miles/kilometers on both carriers'
code-share flights and redeem awards on all United and Air China
flights.

Air China is a subsidiary of China National Aviation Holding
Company and was established on October 28, 2002, consolidating the
original Air China, China National Aviation Company, and China
Southwest Airlines. Air China completed an internal restructuring
plan on July 28, 2003. Currently, Air China operates 395 routes,
including 73 international and 322 domestic routes and offers 480
scheduled services on a daily basis. It has branch offices in
Chengdu, Hangzhou, Chongqing, Tianjin, and Inner Mongolia. It has
a total of 31 domestic offices and 46 overseas offices. Air China
ranks first among the Chinese airlines in terms of its total
assets, fleet and extensive domestic and international networks.

United entered China's market in 1986 and is one of the major U.S.
carriers serving China, with 21 weekly flights to Beijing and
Shanghai. In 2002, United's employees broke 35 company records and
achieved the best overall operational performance in the company's
77-year history. United Airlines finished 2002 ranked No. 1 in the
industry in domestic on-time performance among major airlines as
published in the Department of Transportation's Air Travel
Consumer Report for 2002. United and United Express operate more
than 3,300 flights a day on a route network that spans the globe.
News releases and other information about United can be found at
the company's Web site at http://www.united.com


US AIRWAYS: Goldman Sachs Agrees to Join in Private Placement
-------------------------------------------------------------
US Airways Group Inc. has reached an agreement with Goldman, Sachs
& Co., whereby Goldman Sachs will join in the previously announced
private placement of US Airways common stock.

Under the transaction, which was announced on Aug. 14, 2003,
Aviation Acquisition, L.L.C., an entity managed by Farallon
Capital Management, L.L.C., and OCM Principal Opportunities Fund
II, L.P., a unit of Oaktree Capital Management, LLC, agreed to
purchase approximately 5.0 million shares of US Airways stock at a
price of $7.34 per share. Goldman Sachs will participate in that
transaction, also at a purchase price of $7.34 per share. The
Goldman Sachs investment will be approximately $7 million of the
approximately $35 million private placement.

The stock sale price of $7.34 per share is consistent with the
common share valuation paid by the Retirement Systems of Alabama
when it made its equity investment in conjunction with US Airways'
emergence from Chapter 11 protection on March 31, 2003, and with
the terms of the agreement made with Aviation Acquisition and OCM.

"Goldman Sachs' participation in the private placement with
Farallon and Oaktree is a further validation of investor
confidence in our company," said David N. Siegel, US Airways
president and chief executive officer. "Having three well-known
equity investors believe in the restructuring of US Airways is a
tremendous first step in re-entering the stock market."

The shares to be placed with the three firms represent the stock
that was withheld for employee tax obligations. Under the
company's restructuring, employees will hold 30 percent of the
stock in the airline, and already are 50 percent vested in their
stock holdings. The transaction with Goldman Sachs, as well as the
remainder of the private placement with Aviation Acquisition and
OCM, closed today. The total number of shares will be slightly
less than 5.0 million, due to the election by some pilots to pay
cash in lieu of having shares withheld for taxes.

US Airways said this private placement is part of its strategy for
achieving an orderly return to the equity markets and it continues
to explore all options, including a listing of the new stock on a
national exchange.

Aviation Acquisition, L.L.C., is a private equity limited
liability company and owned by various investment funds managed by
Farallon Capital Management, based in San Francisco.

OCM Principal Opportunities Fund II, L.P., is a private equity-
based fund managed by Oaktree Capital Management, LLC, a Los
Angeles-based private investment firm that manages niche
investments totaling approximately $25 billion for institutions
and select individuals.

Goldman, Sachs & Co. is a leading global investment banking,
securities and investment management firm that provides a wide
range of services worldwide to a substantial and diversified
client base that includes corporations, financial institutions,
governments and high-net-worth individuals.


WEIRTON STEEL: Court Fixes October 20, 2003 Claims Bar Date
-----------------------------------------------------------
James H. Joseph, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, recounts that in June 2003, Weirton Steel
Corporation submitted an application to the Emergency Steel Loan
Board for a federal guarantee under the Emergency Steel Loan
Guarantee Act -- Byrd Bill.  The Byrd Bill will expire on
December 31, 2003.  This means that any reorganization plan that
includes Byrd Bill financing must become effective on or before
December 31, 2003.

Presently, the Debtor is in the process of preparing a
reorganization plan.  Consequently, it is necessary for the
Debtor to have complete information from its creditors regarding
the nature, status and amounts of all claims that will be
asserted against them.

Pursuant to Rule 3003(c) of the Federal Rules of Bankruptcy
Procedure, the Debtor sought and obtained the Court's approval to
establish October 20, 2003, as the deadline for all persons and
entities holding or wishing to assert a claim, as defined in
Section 101(5) of the Bankruptcy Code, against the Debtor to file
a proof of Claim in the Debtor's case.

Mr. Joseph explains that setting the October 20, 2003, Bar Date
will provide the Debtor with sufficient time to evaluate its
alternatives without unnecessarily prolonging the duration of the
case and without jeopardizing the availability of Byrd Bill
Financing, while at the same time providing sufficient notice to
all creditors of the Bar Date.

The Bar Date will apply to all Persons or Entities holding
secured, priority or unsecured claims against the Debtor that
arose prepetition, including:

   (a) any Person or Entity whose Claim is listed as "disputed,"
       "contingent," or "unliquidated" and that desires to
       participate or share in any distribution in the Debtors'
       Chapter 11 case;

   (b) any Person or Entity whose Claim is improperly classified
       in the Schedules or is listed in an incorrect amount and
       that desires to have its Claim allowed in a classification
       or amount other than set forth in the Schedules; and

   (c) any Person or Entity whose Claim against a Debtor is not
       listed in the Debtor's Schedules.

The Court orders that these Persons or Entities need not file
proofs of claims:

   (a) Any Person or Entity:

       (1) that agrees with the nature, classification, and
           amount of the Claim set forth in the Schedules; and

       (2) whose Claim against a Debtor is not listed as
           "disputed," "contingent," or "unliquidated" in the
           Schedules;

   (b) Any Person or Entity that has already properly filed a
       proof of claim against the Debtor;

   (c) Any Person or Entity asserting a claim allowable under
       Sections 503(b) and 507(a)(1) of the Bankruptcy Code as an
       administrative expense of the Debtor's Chapter 11 case;

   (d) Any Person or Entity whose Claim against the Debtor
       previously has been allowed by, or paid pursuant to a
       Bankruptcy Court Order;

   (e) Any holder of equity securities of the Debtor solely with
       respect to the holder's ownership interest in or
       possession of the equity securities, provided, however,
       that any holder who wish to assert a claim against the
       Debtor based on transactions in the Debtor's securities,
       including, but not limited to, claims for damages or
       recision based on the purchase or sale of the securities,
       must file a proof of claim on or prior to the Bar Date;
       and

   (f) Any person or entity whose claim is limited exclusively to
       a claim for the repayment by the Debtor of principal and
       interest -- a "Debt Claim" -- under notes or other debt
       instruments issued by the Debtor pursuant to an indenture
       or the indenture in respect of any of the Notes; provided,
       however, that

       (1) the exclusion in this subparagraph will not apply to
           the indenture trustees under each of the Indentures,

       (2) each of the Indenture Trustees will be required to
           file a proof of claim on account of the applicable
           Notes and Indentures for which it is trustee, on or
           before the Bar Date, and

       (3) each Indenture Trustee and any holder of Notes that
           wishes to assert a claim arising out of or relating to
           the Notes or the Indentures, other than a Debt Claim,
           will be required to file a proof of claim on or before
           the Bar Date, unless another exception is identified.

Nevertheless, the Debtor will retain the right to dispute, or
assert offsets or defenses against, any filed Claim or any Claim
listed or reflected in the Schedules as to nature, amount,
liability, classification, or otherwise; or subsequently
designate any Claim as disputed, contingent, or unliquidated.

In the event that the Debtor amends its Schedules to reduce the
undisputed, noncontingent, and liquidated amounts or to change
the nature or classification of a Claim against the Debtor, then
the Amended Schedule Bar Date for filing a proof of claim or
amending a previously filed proof of claim will be the later of:

   (i) the Bar Date, or

  (ii) 30 days after a claimant is served with notice that the
       Debtor has amended its Schedules reducing, deleting or
       changing the status of a scheduled Claim.

For any Claim relating to a Court-approved rejection of an
executory contract or unexpired lease, the Rejection Claim Bar
Date will be the later of:

   (i) the Bar Date, or

  (ii) 30 days after the entry of an order approving the Debtor's
       rejection of the executory contract or unexpired lease;
       provided, however, that any nondebtor party to an
       executory contract or unexpired lease must file a proof of
       claim on or before the Bar Date with respect to any claim
       against the Debtor that existed as of the Petition Date
       other than a claim relating to the rejection of the
       party's contract or lease with the Debtor.

Section 502(b)(9) of the Bankruptcy Code provides that
governmental units will have 180 days after the Petition Date to
file proofs of claim.  Accordingly, the Debtor sought and
obtained the Court's approval to set November 17, 2003, as the
Governmental Unit Bar Date for governmental units to file proofs
of claim in this case.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, that Court also orders that any Person or Entity
required to file a proof of claim in this Chapter 11 case but
fails to do so in a timely manner should be forever barred,
estopped, and enjoined from:

   (a) asserting any claim against the Debtor that the Person or
       Entity has that:

       -- is in an amount that exceeds the amount, if any, that
          is set forth in the Schedules, or

       -- is of a different nature or in a different
          classification; and

   (b) voting upon, or receiving distributions under, any plan or
       plans of reorganization in the Debtor's  Chapter 11 case
       in respect of an Unscheduled Claim.

The Debtor will give notice of the Bar Date to all creditors and
holders of executory contracts or unexpired leases, pursuant to
Rule 2002(a)(7) of the Federal Rules of Bankruptcy Procedure:

   (a) on or before September 5, 2003, by first class mail,

   (b) by publication, on or before September 12, 2003, or as
       soon thereafter as the Bar Date Notice may be published,
       once in each of the regional edition of The New York
       Times; the regional edition of The Wall Street Journal;
       the Pittsburgh Post-Gazette; the Weirton Daily Times; and
       American Metal Markets.

Along with mailing the Bar Date Notice, the Debtor will provide
each creditor with a Proof of Claim form.  Given the 50-day
notice period contemplated by the Debtor, creditors will have
sufficient notice, time and opportunity to file their claims
against the Debtor's estate.

Accordingly, to receive, docket, maintain, photocopy and transmit
proofs of claim, the Debtor will use the services of Donlin
Recano & Company, Inc., an independent third party, to coordinate
the receipt and processing of proofs and claim in cooperation
with the Clerk's Office. (Weirton Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILLIAMS: Completes Sale of Utah Oil and Gas Assets for $48MM
-------------------------------------------------------------
Williams (NYSE: WMB) has completed the previously announced sale
of its Brundage Canyon, Utah, oil and gas properties.

Berry Petroleum Company (NYSE: BRY) purchased the properties from
a unit of Williams for $48.6 million.  The properties consist of
approximately 43,500 net acres in northeastern Utah.

Including Thursday's announcement, Williams this year has sold or
agreed to sell assets and certain contracts for in excess of $2.9
billion in aggregate cash through more than 15 transactions.

Williams' production business primarily develops natural gas
reserves in the Piceance, Powder River, San Juan and Arkoma
basins.  The company is actively developing its interests in these
areas.

Williams (S&P, B+ Long-Term Corporate Credit Rating, Negative),
through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas.  Williams' gas wells,
pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com


WORLDCOM INC: Court Clears EDS Contract Waiver Letter
-----------------------------------------------------
The Global Information Technology Services Agreement is an 11-
year, $5,000,000,000 agreement in which the Worldcom Debtors
agreed to outsource their information technology services to
Electronic Data Systems Corporation and EDS Information Systems,
LLC at specified rates.  The Debtors outsourced to EDS all
mainframe operations and support, all document services center
support, some midrange hardware and software operational support,
applications development for selected systems, and all assets and
personnel needed to perform these functions.  The GITSA requires
the Debtors to purchase a minimum amount of services every year.
The Debtors are required to make a shortfall payment each year
they do not meet this obligation.

The Debtors currently spend $600,000,000 a year under the GITSA.
To date, the Debtors have paid EDS $1,800,000,000 pursuant to the
Agreement.  EDS asserts $98,668,965 in claims against the Debtors
under the GITSA.

On April 28, 2003, the Debtors and EDS executed a Seventh
Amendment to the GITSA.  Pursuant to the Seventh Amendment, the
Debtors agreed to assume the GITSA and pay EDS $98,627,276 within
30 days of the "Amendment Effective Date".  The Seventh Amendment
defines the "Amendment Effective Date" as the date:

     "on which the Bankruptcy Court for the Southern District
     of New York shall have entered the Approval Order and the
     Approval Order shall have been final and nonappealable."

In exchange for the assumption of the GITSA, EDS made several
concessions.  EDS agreed to a substantial reduction in the
pricing under the GITSA, which will allow the Debtors to save
$83,000,000 a year.  The Debtors will save $10,000,000 a month
for the remainder of 2003 and $7,000,000 a month in 2004.  A
benchmarking process will set new pricing for 2005.  Pursuant to
an earlier letter agreement, the parties agreed that the new
pricing would be retroactive to the services rendered in April
2003 and invoiced in May 2003, provided the Amendment Effective
Date occurs by June 15, 2003.  The retroactive price reductions
provided the Debtors a $30,000,000 cost savings incentive to
obtain a timely order approving the assumption of the GITSA.

The Seventh Amendment also provides that the parties will execute
a Sun Server Service Request, which will be part of the GITSA.
Under the Sun Server Agreement, certain employees, equipment and
functions would be transferred from the Debtors to EDS.  EDS also
agreed to withdraw its Proof of Claim relating to the GITSA and
release the Debtors from all prepetition claims arising out of
the GITSA before the Petition Date.

As part of their restructuring strategy, the Debtors sought and
obtained the Court's authority to assume the amended GITSA on
June 4, 2003.  Nine days later, the Ad Hoc MCI Trade Claims
Committee appealed the Approval Order.

In a correspondence dated June 9, 2003 and countersigned on
June 12, 2003, the Debtors and EDS agreed to fix the "Amendment
Effective Date" as "June 7, 2003".  The parties fixed a certain
date to promptly effectuate the amended GITSA terms.  The Debtors
need to lock the Amendment Effective Date to secure the benefits
of the reduced pricing in the Seventh Amendment retroactively.
The Debtors would only obtain reduced pricing retroactive to
April 2003 if the Amendment Effective Date occurred by June 15,
2003.  A fixed Effective Date is also needed to permit the
requisite transfer of numerous employees and equipment in a
prompt and timely manner.

EDS also desired a firm Amendment Effective Date so that it could
obtain the $98,668,965 cure payment by a specific date.  If the
Debtors do not promptly make the cure payment, EDS will rescind
the retroactive price discounts and seek reimbursement for the
discounts already provided, unwind the Sun Server Service
Agreement, and sue the Debtors for breach of contract.

Consequently, Judge Gonzalez confirms that the Waiver Letter is
consistent with the Approval Order and complies with the
pertinent contract requirements indicated in the GITSA.  Judge
Gonzalez approves the Waiver Letter to enable the Debtors and EDS
to implement the terms of the Seventh Amendment and start to
realize immediately the direct and indirect benefits flowing from
the assumption of the amended GITSA. (Worldcom Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Mitch Marcus Applauds Oklahoma AG Action vs. MCI
--------------------------------------------------------------
The following statement was issued Wednesday by Mitch Marcus,
WorldCom whistleblower and founder of BoycottMCI.com at
http://www.BoycottMci.com

"The action announced [Wednes]day by Oklahoma Attorney General
Drew Edmondson is a major turning point in the handling of the
WorldCom/MCI scandal, which, to date, has been characterized in
Washington by the same 'turn a blind eye' approach at the U.S.
Securities and Exchange Commission, the Department of Justice,
Congress, and the Federal Communications Commission.

"BoycottMCI.com has been calling for federal and states
investigations of WorldCom/MCI for more than a year, and
[Wednes]day, we finally see criminal charges brought against
WorldCom/MCI. Attorney General Edmondson deserves the public's
support and applause for his bold action. Where the Department of
Justice and SEC dropped the ball, Oklahoma has stepped in. It is
our hope that attorneys general in other state will see fit to
join with Oklahoma in doing what the federal government should
have done many months ago.

"This is playing out very much like the telecom world equivalent
to the Wall Street analyst scandal. Washington refused to take
action, so a brave state attorney general had to step in to
protect the interest of the public. If it had been allowed to go
unchallenged, the proposed reorganization plan of WorldCom/MCI
would eliminate all debts arising from its fraudulent acts,
rewarding the company for staging the largest fraud in American
history. In effect, the states had to step in here to reserve the
right to strip WorldCom/MCI of the fruits of its misconduct.

"To date, the Department of Justice and the SEC have not pursued
criminal actions against WorldCom/MCI. Instead, the federal
government has chosen to embark on a token enforcement effort
focusing on a few individuals, and has done nothing to address the
fact that WorldCom/MCI used its illicit conduct to acquire assets
and customers it never would have had absent its criminal
activity.

"The fraud at WorldCom/MCI caused the loss of more than $175
billion in retirement savings and shareholder equity, in what
independent examiner former U.S. Attorney General Richard
Thornburgh characterized as 'a concerted program of manipulation'
that 'gave rise to a smorgasbord of fraudulent journal entries and
adjustments.' It would be an obscene perversion of the law for
this kind of criminal enterprise to use the bankruptcy process to
launder its ill-gotten gains and absolve itself from the lawful
consequences of its criminal actions.

"There are certain facts that WorldCom/MCI cannot manipulate as
easily as it manipulated its books. One such fact is that
WorldCom/MCI violated federal and state securities laws and should
be prosecuted to the fullest extent of the law. Additionally, due
process and the administration of justice are essential to the
public interest.

"We salute Attorney General Edmondson for standing up for Oklahoma
citizens and against the complacency in Washington when it comes
to the ever-deepening scandal at WorldCom/MCI."

Mitch Marcus is a former WorldCom account manager turned
whistleblower who resigned before the company acknowledged its $11
billion accounting scheme. Since its founding in May 2002, the Web
site now known as http://www.BoycottMCI.comhas supported a
variety of steps to highlight problems at the former WorldCom.
Marcus has called for the debarment of the troubled
telecommunications company from future federal contracts.
BoycottMCI.com also has opposed efforts by the SEC to let WorldCom
off the hook with no meaningful penalty. Earlier this year, Marcus
highlighted financial issues that were buried in reports issued by
the former WorldCom.

BoycottMCI.com was established in May 2002 to: dissuade consumers,
businesses, and governmental entities from purchasing
Internet/data/ telecom services and equipment from WorldCom, Inc.
or any of its owned companies or subsidiaries; encourage retail
and institutional investors to divest of all MCI/WorldCom equities
and initiate class action; and organize grassroots efforts to
encourage Federal and State investigations into WorldCom's
business practices. BoycottMCI.com founder Mitch Marcus is a
former WorldCom account relations manager, who resigned his
position due to concerns about company operations.


W.R. GRACE: Secures Okay for Voluntary Trust Fund Contributions
---------------------------------------------------------------
Judge Fitzgerald authorizes -- but not requires - the W. R. Grace
Debtors to make annual contributions of approximately $40,000,000
in both 2003 and 2004 into a trust that funds the defined benefit
retirement plans covering their employees, in accordance with a
specific "funding strategy."

The Grace Retirement Plans currently consist of 19 funded,
defined benefit pension plans, each of which is qualified under
Section 401(k) of the Internal Revenue Code.

The most significant Grace Retirement Plan is the W. R. Grace &
Co. Retirement Plan for Salaried Employees, which comprises
approximately 83% of the assets, 85% of the Economic Obligation,
84% of the ABO, and 85% of the PBO.

All of the assets of each Grace Retirement Plan are held in a
master trust at The Northern Trust Company.  Within that trust,
Northern Trust separately accounts for assets allocated to each
Grace Retirement Plan.

                   2003-2004 Funding Strategy

To implement the Overall Funding Strategy, the Debtors will
contribute $40,000,000 to the Grace Retirement Plans during 2003
and anticipate contributing approximately $40,000,000 in 2004.
The 2003 Funding will:

       (a) satisfy the Minimum Funding Requirement for 2003,

       (b) avoid the need to provide the Underfunding Notice for
           the 2004 plan year, and

       (c) begin to satisfy the Minimum Funding Requirement
           for 2004. (W.R. Grace Bankruptcy News, Issue No. 45;
           Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Bush's Steel Program is Preserving Over 1.1MM American Jobs
-------------------------------------------------------------
President Bush's Steel Program has helped to preserve more than
1.1 million jobs and it must be maintained for the full three
years intended, said Charles W. Connors, president and CEO of
Magneco-Metrel in Addison, Illinois, and chairman of the American
Steel Coalition, which represents small and medium-sized
businesses who support the 201 steel tariff remedy.

Connors said while it has been estimated that since the tariffs,
16,000 steelworkers' jobs have been restored at formerly closed
mills, little attention has been given to the significant volume
of upstream manufacturing companies that supply products and
services to the steel industry and whose viability depends on
having a healthy domestic steel industry. He said industry experts
estimate these upstream manufacturers employ in excess of 1.1
million people in this sector.

"My company, which is a steel industry supplier and customer
(employing 143 people in Illinois, northern Indiana and eastern
Ohio), came close to bankruptcy, losing $2 million in 2001 and
$300,00 in January and February 2002. One more month with such
losses and we would have been out of business," Connors said. He
credits President Bush's Steel Program, launched in March of 2002,
with the survival of his company and thousands like it, and urges
the President to keep the steel safeguard in place until March of
2005 as promised.

University of Maryland Professor and former Director of Economics
for the U.S. International Trade Commission, Peter Morici, said
the tariffs are having their intended effect as U.S. steel makers
are seizing on the three-year- program by streamlining and
revamping their operations to increase competitiveness.

"If you take away the tariffs now, a lot of the progress that has
been made will be dashed, and consuming industries will be
harmed," Professor Morici said. "It is in the long term best
interests of steel consumers to have a healthy domestic steel
industry. Otherwise, ready availability of steel products at
affordable prices, as we now have, will not be the case."

The American steel industry was injured as a result of repeated
surges of low-priced, subsidized steel imports dumped illegally on
American shores suppressing domestic steel prices to unsustainable
20-year lows. Domestic producers were unable to compete with
foreign producers subsidized by their respective governments. The
President's Steel Program was implemented to give the domestic
steel industry a much-needed period of relief from the flood of
imports and to provide the industry with the opportunity to
restructure and consolidate.

" ... Overall imports of steel are up since the tariffs were
implemented and most steel prices are below 20-year averages,"
Senator Evan Bayh (D-Ind) said in recent testimony before the
International Trade Commission aimed at gauging impact of the
steel tariffs. "Prices in the U.S. market are below those in most
other major steel markets. These statistics are evidence that,
however invaluable, the tariffs represent a modest remedy for the
industry. When you take all of these factors into account, it is
really remarkable what the industry has accomplished in 18
months."

"President Bush warned steel-makers to restructure or lose the
tariffs. As a consequence of the stability created by the tariffs,
steel-making assets were redeployed getting rid of burdensome
legacy costs and improving work rules and plant floor efficiency,
thus shifting the cost curve. Overall, the steel program benefited
U.S. manufacturers and saved jobs in the long run by ensuring a
steady supply of steel made at lower cost," Morici said.

Despite what the tariffs' critics have said, Connors insists that
maintaining the tariffs for the remaining 18 months is the best
way to ensure the health of the domestic steel industry and the
steel supplying businesses that depend on its existence.

"Some users of steel products are clamoring to have the
Administration end the sanctions early, saying they're being hurt
because they have to pay higher prices for raw materials," Connors
said. "But the latest global pricing data reveals that U.S. prices
for domestic steel are among the lowest in the world."

The American Steel Coalition, which has 451 individual and company
members, is a national organization dedicated to ensuring a robust
U.S. steel industry through fair, enforceable global trade
practices. The Coalition stands firmly behind the President's
steel tariff program and supports the plan's successful
revitalization of our domestic steel industry. Membership is
voluntary and open to individuals and companies who support the
steel industry. To learn more about the American Steel Coalition,
visit http://www.steelcoalition.org


* New Rules for Reducing Tax Attributes in a Consolidated Group
---------------------------------------------------------------
Treasury Department and the IRS issued temporary regulations last
week that provide rules for reducing tax attributes (e.g., net
operating losses, tax credit carryovers) when the debt of a member
of a consolidated group is forgiven.

"These regulations are an important clarification of how
consolidated groups are to treat debt forgiveness in bankruptcy,"
stated Pam Olson, Assistant Secretary for Tax Policy.

Under current law, the discharge of indebtedness is generally
income to a debtor corporation.  There is an exception to this
rule, however, when the debtor corporation is in bankruptcy.  In
lieu of including the amount of indebtedness discharged in income,
the bankrupt corporation must reduce its "tax attributes" by the
amount of debt discharged.  The reduction of attributes prevents
corporations from avoiding taxable income in bankruptcy while
retaining tax attributes that can reduce future tax liability.

Because consolidated attributes could later be used to reduce the
tax liability of the bankrupt member, the temporary regulations
clarify that all of the consolidated attributes of the group are
available for reduction when the debt of a member of the group is
discharged.  In addition, they provide a methodology for reducing
attributes.  The temporary regulations apply immediately.

The full text of the new regulations is available at no charge in
Microsoft Word format at:


http://ustreasury.mondosearch.com/cgi-bin/MsmGo.exe?grab_id=95868248&EXTRA_A
RG=&host_id=1&page_id=3490&query=discharge

                           Background

The Debt Discharge Rules

Pursuant to section 61(a)(12), gross income includes income from
the discharge of indebtedness (COD income).  Section 108(a)(1),
which reflects the amendments enacted in the Bankruptcy Tax Act of
1980, Public Law 96-589, section 2, 94 Stat. 3389 (1980) (1980-2
C.B. 607), however, provides that, where the discharge occurs in a
title 11 case, where the taxpayer is insolvent, or where the
indebtedness is "qualified farm indebtedness" or "qualified real
property business indebtedness," gross income does not include any
amount that otherwise would be includible in gross income by
reason of that discharge (in whole or in part) of the indebtedness
of the taxpayer.

Although section 108(a) excludes COD income from gross income
under those circumstances, section 108(b) requires the reduction
of certain tax attributes in an amount that reflects the amount
excluded from gross income, thereby generally deferring, rather
than permanently eliminating, the inclusion of COD income.
Section 108(b)(2) requires the reduction of the following tax
attributes of the taxpayer in the following order:  (A) net
operating losses; (B) general business credits; (C) minimum tax
credits; (D) capital loss carryovers; (E) adjusted basis of
property; (F) passive activity losses and credit carryovers; and
(G) foreign tax credit carryovers.  Section 108(b)(4)(A) provides
that the reductions are made after the determination of the tax
imposed for the taxable year of the discharge.  Section
108(b)(4)(B) provides that the reductions of net operating losses
and capital loss carryovers are made first in the loss for the
taxable year of the discharge and then in the carryovers to such
taxable year in the order of the taxable years from which each
such carryover arose.  If the excluded COD income exceeds the sum
of the taxpayer's tax attributes, the excess is disregarded such
that it does not result in income or have other tax consequences.
See H.R. Rep. No. 96-833, at 11 (1980).

Instead of reducing tax attributes in the order set forth in
section 108(b)(2), a taxpayer may elect under section 108(b)(5) to
reduce first the adjusted bases of depreciable property to the
extent of the excluded COD income.  The amount to which the
election applies is limited to the aggregate adjusted basis of the
depreciable property held by the taxpayer as of the beginning of
the taxable year following the taxable year in which the discharge
occurs.  If the adjusted bases of depreciable property are
insufficient to offset the entire amount of excluded COD income,
the taxpayer must then reduce any remaining tax attributes in the
order set forth in section 108(b)(2).  Congress intended the
election under section 108(b)(5) to allow debtors, including
debtors in bankruptcy, to account for a debt discharge amount in a
manner most favorable to their tax situations.  See S. Rep. No.
96-1035, at 10 (1980); H.R. Rep. No. 96-833, at 9 (1980).

Section 1017(a) provides that when any portion of COD income
excluded from gross income under section 108(a) is to be applied
to reduce basis, then such portion shall be applied to reduce the
basis of any property held by the taxpayer at the beginning of the
taxable year following the taxable year in which the discharge
occurs.  Section 1017(b)(1) provides that the amount of reduction
under section 1017(a), and the particular properties the bases of
which are to be reduced, shall be determined under regulations.

The Reorganization Rules

Section 368(a)(1) defines a reorganization to include certain
types of asset acquisitions.  Under section 361, a corporation
that is a party to a reorganization recognizes neither gain nor
loss when it exchanges property, in pursuance of the plan of
reorganization, solely for stock or securities in another
corporation that is a party to the reorganization.  If the
corporation receives in the exchange not only stock or securities
permitted to be received without the recognition of gain, but also
other property or money, then the corporation may be required to
recognize gain.  Under section 362(b), if property is acquired by
a corporation in connection with a reorganization, then the basis
is the same as it would be in the hands of the transferor,
increased by the amount of gain recognized to the transferor on
such transfer.

Section 332(a) provides that a corporation recognizes no gain or
loss on the receipt of property distributed in complete
liquidation of another corporation.  Section 337(a) provides that
a liquidating corporation recognizes no gain or loss on the
distribution to the 80-percent distributee of any property in a
complete liquidation to which section 332 applies.  Under section
334(b)(1), if property is received by a corporate distributee in a
distribution in a complete liquidation to which section 332
applies, the basis of such property in the hands of such
distributee is the same as it would be in the hands of the
transferor.  However, in any case in which gain or loss is
recognized by the liquidating corporation with respect to such
property, the basis of such property in the hands of such
distributee is the fair market value of the property at the time
of the distribution.

Section 381 provides that a corporation that acquires the assets
of another corporation in a distribution to which section 332
applies or in a transfer to which section 361 applies (but only if
the transfer is in connection with certain reorganizations
described in sections 368(a)(1)(A), (C), (D), (F), or (G)) shall
succeed to, and take into account, as of the close of the day of
distribution or transfer, the items described in section 381(c) of
the distributor or transferor corporation, subject to certain
conditions and limitations.  Among those items described in
section 381(c) are net operating loss carryovers, capital loss
carryovers, general business credits, and minimum tax credits.

With respect to net operating loss carryovers and capital loss
carryovers, the regulations under section 381 reflect that the
acquiring corporation succeeds to only those carryovers that
remain after the application of sections 172 and 1212 and their
carryforward and carryback provisions.  See   1.381(c)(1)-1;
1.381(c)(3)-1.  Furthermore, those regulations provide that the
acquiring corporation succeeds to only those general business
credits that remain unused by the transferor corporation after
computing its taxable income for the year of the transfer.  See
Sec. 1.381(c)(23)-1.  Section 381(b)(1) provides that, except in
the case of an acquisition in connection with a reorganization
described in section 368(a)(1)(F), the taxable year of the
distributor or transferor corporation ends on the date of
distribution or transfer.

Interaction Between Debt Discharge and Reorganization Rules

Questions have arisen regarding the application of the attribute
reduction rules of sections 108 and 1017 when a transaction
described in section 381(a) ends a taxable year in which the
transferor excludes COD income from gross income.  If section
108(b)(4)(A) and section 1017 were interpreted to require
attribute reduction to occur after the close of the taxable year
of discharge and after the transfer of assets and carryover of
items described in section 381(c), then arguably no attributes
described in section 108(b)(2) would be available for reduction.

Explanation of Provisions

The IRS and Treasury Department believe that the rule of section
108(b)(4)(A) prescribes an ordering of calculations.  First,
section 108(b)(4)(A) requires a determination of the taxpayer's
tax for the taxable year of discharge in order to identify the
amounts, if any, of the tax attributes described in section
108(b)(2) that remain available for reduction.  Second, section
108(b)(4)(A) requires the reduction of those attributes.  This
ordering rule affords the taxpayer the use of certain of its tax
attributes described in section 108(b)(2), including any losses
carried forward to the taxable year of discharge, for purposes of
determining its tax for the taxable year of discharge, before
subjecting those attributes to reduction.

Similarly, the IRS and Treasury believe that the rule of section
1017 prescribes an ordering of calculations.  The Bankruptcy Tax
Act of 1980 reflects that Congress enacted the rule of section
1017 "to avoid interaction between basis reduction and reduction
of other attributes."  S. Rep. No. 96-1035, at 14 (1980); H. Rep.
No. 96-833, at 11 (1980).  Without this rule, a circular
calculation could be required.  The taxpayer's net operating loss
for the year of the discharge of indebtedness might be based in
part on the amount of cost recovery deductions allowed to the
taxpayer.  The amount of cost recovery deductions, however, would
depend on the taxpayer's basis in its depreciable or amortizable
property at the end of the year.  Because net operating losses are
reduced by excluded COD income prior to the reduction of asset
basis absent an election under section 108(b)(5), the amount of
basis required to be reduced would depend on the amount of net
operating losses.  Reducing the basis of property held by the
taxpayer at the beginning of the taxable year following the
taxable year in which the discharge occurs avoids this
circularity.

The position that sections 108 and 1017 require the reduction of
attributes, including the basis of transferred assets, in cases
where the debtor's taxable year ends with a transfer of assets in
a transaction described in section 381 is consistent with the
policies underlying sections 108 and 1017 and the corporate
reorganization provisions, including "deferring, but eventually
collecting within a reasonable period, tax on ordinary income
realized from debt discharge."  S. Rep. No. 96-1035, at 10 (1980).
For example, assume that a debt of corporation X is discharged in
a title 11 case.  X's attributes described in section 108(b)(2)
consist solely of basis in property.  As part of a plan of
reorganization, X transfers all of its assets to a newly formed
corporation, Y.  Under section 368(a)(3)(C), even though the
transaction also qualifies as a reorganization under section
368(a)(1)(F), the transaction is treated as qualifying as a
reorganization only under section 368(a)(1)(G).  If sections 108
and 1017 were interpreted to not require a reduction of the bases
of the property transferred, X would permanently exclude from
gross income the COD income, notwithstanding that X underwent
nothing more than a mere change in identity, form, or place of
organization.  Accordingly, consistent with the legislative
history of the Bankruptcy Tax Act of 1980, the IRS and Treasury
Department believe that the basis reduction rules of sections 108
and 1017 apply to property of a debtor transferred in a
transaction described in section 381(a).

The legislative history of the Bankruptcy Tax Act of 1980 reflects
that Congress specifically anticipated that amounts that carry
over in a transaction described in section 381, including the
basis of transferred property, are to be adjusted under the rules
of sections 108 and 1017 to account for excluded COD income.  See
H.R. Rep. No. 96-833, at 32-34 (1980).  The legislative history
states:

     Assume that Corporation A is in a bankruptcy case commenced
after October 1, 1979.  Immediately prior to a transfer under a
plan of reorganization, A's assets have an adjusted basis of
$75,000 and a fair market value of $100,000.  A has a net
operating loss carryover of $200,000.  A has outstanding bonds of
$100,000 (on which there is no accrued but unpaid interest) and
trade debts of $100,000.

     Under the plan of reorganization, A is to transfer all its
assets to Corporation B in exchange for $100,000 of B stock.
Corporation A will distribute the stock, in exchange for their
claims against A, one-half to the security holders and one-half to
the trade creditors.  A's shareholders will receive nothing.

     The transaction would qualify as a reorganization under new
section 368(a)(1)(G) of the Code, since all the creditors are here
treated as proprietors for continuity of interest purposes.  Thus,
A would recognize no gain or loss on the transfer of its assets to
B (sec. 361).  B's basis in the assets would be $75,000 (sec.
362), and B would succeed to A's net operating loss carryover
(sec. 381).

     Under the bill, . . . [o]n the distribution of B stock to A's
trade creditors, A excludes from gross income the debt discharge
amount of $50,000 -- i.e., the difference between the $100,000
debt held by non-security creditors and the $50,000 worth of stock
given for such debt.  A may elect to reduce the basis of its
depreciable assets transferred to B by all or part of the $50,000
debt discharge amount; to the extent the election is not made, the
debt discharge amount reduces A's net operating loss carryover by
the remainder of the debt discharge amount.

H.R. Rep. No. 96-833, at 34 (1980).  The treatment of the net
operating loss and basis in the legislative history demonstrates
that, in a transaction described in section 381, the transferor's
attributes, including the basis of transferred property, that
carry over to the transferee are reduced.

Accordingly, these temporary regulations clarify that, in the case
of a transaction described in section 381(a) that ends a year in
which the distributor or transferor corporation excludes COD
income from gross income under section 108(a), any tax attributes
to which the acquiring corporation succeeds and the basis of
property acquired by the acquiring corporation in the transaction
shall reflect the reductions required by sections 108 and 1017.
For this purpose, all attributes listed in section 108(b)(2) of
the distributor or transferor corporation immediately prior to the
transaction described in section 381(a), including the basis of
property, but after the determination of tax for the year of the
discharge, are available for reduction under section 108(b)(2).

These temporary regulations also clarify that the tax attributes
subject to reduction under section 108(b)(2) that are carryovers
to the taxable year of the discharge, or that may be carried back
to taxable years preceding the year of the discharge, are first
taken into account by the taxpayer for the taxable year of the
discharge or the preceding years, as the case may be, before such
attributes are reduced pursuant to section 108(b)(2).
These temporary regulations apply to discharges of indebtedness
occurring after [August 29, 2003].

Special Analyses

It has been determined that these temporary regulations are not a
significant regulatory action as defined in Executive Order 12866.
Therefore, a regulatory assessment is not required.  It has also
been determined that section 553(b) of the Administrative
Procedures Act (5 U.S.C. chapter 5) does not apply to these
temporary regulations, and, because no preceding notice of
proposed rulemaking is required for these temporary regulations,
the provisions of the Regulatory Flexibility Act (5 U.S.C. chapter
6) do not apply.  Pursuant to section 7805(f) of the Internal
Revenue Code, these temporary regulations will be submitted to the
Chief Counsel for Advocacy of the Small Business Administration
for comment on its impact on small business.

Drafting Information

The principal author of these temporary regulations is Theresa M.
Kolish, Office of Associate Chief Counsel (Corporate).  However,
other personnel from the IRS and Treasury Department participated
in their development.

List of Subjects in 26 CFR Part 1

     Income taxes, Reporting and recordkeeping requirements.

Proposed Amendments to the Regulations

     Accordingly, 26 CFR part 1 is amended as follows:

PART 1--INCOME TAXES

Paragraph 1.  The authority citation for part 1 is amended by
adding the following entry in numerical order to read as follows:

Authority:  26 U.S.C. 7805 * * *

Section 1.108-7T also issued under 26 U.S.C. 108. * * *

Par. 2.  Section 1.108-7T is added to read as follows:

Sec. 1.108-7T Reduction of attributes (temporary).

     (a) In general. (1) If a taxpayer excludes discharge of
indebtedness income (COD income) from gross income under section
108(a)(1)(A), (B), or (C), then the amount excluded shall be
applied to reduce the following tax attributes of the taxpayer in
the following order:

     (i) Net operating losses.
     (ii) General business credits.
     (iii) Minimum tax credits.
     (iv) Capital loss carryovers.
     (v) Basis of property.
     (vi) Passive activity loss and credit carryovers.
     (vii) Foreign tax credit carryovers.

     (2) The taxpayer may elect under section 108(b)(5), however,
to reduce first the basis of depreciable property to the extent of
the excluded COD income.  If the basis of depreciable property is
insufficient to offset the entire amount of the excluded COD
income, the taxpayer must then reduce any remaining tax attributes
in the order specified in section 108(b)(2).  If the excluded COD
income exceeds the sum of the taxpayer's tax attributes, the
excess is permanently excluded from the taxpayer's gross income.
For rules relating to basis reductions required by sections
108(b)(2)(E) and 108(b)(5), see section 1017 and  1.1017-1.  For
rules relating to the time and manner for making an election under
section 108(b)(5), see  1.108-4.

     (b) Carryovers and carrybacks.  The tax attributes subject to
reduction under section 108(b)(2) and paragraph (a)(1) of this
section that are carryovers to the taxable year of the discharge,
or that may be carried back to taxable years preceding the year of
the discharge, are taken into account by the taxpayer for the
taxable year of the discharge or the preceding years, as the case
may be, before such attributes are reduced pursuant to section
108(b)(2) and paragraph (a)(1) of this section.

     (c) Transactions to which section 381 applies.  In the case
of a transaction described in section 381(a) that ends a taxable
year in which the distributor or transferor corporation excludes
COD income under section 108(a), any tax attributes to which the
acquiring corporation succeeds and the basis of property acquired
by the acquiring corporation in the transaction shall reflect the
reductions required by section 108(b).  For this purpose, all
attributes listed in section 108(b)(2) of the distributor or
transferor corporation immediately prior to the transaction
described in section 381(a), but after the determination of tax
for the year of the discharge, including basis of property, shall
be available for reduction under section 108(b)(2).
(d) Examples.  The following examples illustrate the application
of this section:

          Example 1.  (i) Facts.  In Year 4, X, a corporation in a
title 11 case, is entitled under section 108(a)(1)(A) to exclude
from gross income $100,000 of COD income.  For Year 4, X has gross
income in the amount of $50,000.  In each of Years 1 and 2, X had
no taxable income or loss.  In Year 3, X had a net operating loss
of $100,000, the use of which when carried over to Year 4 is not
subject to any restrictions other than those of section 172.

                     (ii) Analysis.  Pursuant to paragraph (b) of
this section, X takes into account the net operating loss
carryover from Year 3 in computing its taxable income for Year 4
before any portion of the COD income excluded under section
108(a)(1)(A) is applied to reduce tax attributes.  Thus, the
amount of the net operating loss carryover that is reduced under
section 108(b)(2) and paragraph (a) of this section is $50,000.

          Example 2.  (i) Facts. The facts are the same as in
Example 1, except that in Year 4 X sustains a net operating loss
in the amount of $100,000.  In addition, in each of Years 2 and 3,
X reported taxable income in the amount of $25,000.

                     (ii) Analysis.  Pursuant to paragraph (b) of
this section and section 172, the net operating loss sustained in
Year 4 is carried back to Years 2 and 3 before any portion of the
COD income excluded under section 108(a)(1)(A) is applied to
reduce tax attributes.  Thus, the amount of the net operating loss
that is reduced under section 108(b)(2) and paragraph (a) of this
section is $50,000.

          Example 3.  (i) Facts.  In Year 2, X, a corporation in a
title 11 case, has outstanding trade debts of $200,000 and a
depreciable asset that has an adjusted basis of $75,000 and a fair
market value of $100,000.  X has no other assets or liabilities.
X has a net operating loss of $80,000 that is carried over to Year
2 but has no general business credit, minimum tax credit, or
capital loss carryovers.  Under a plan of reorganization, X
transfers its asset to Corporation Y in exchange for Y stock with
a value of $100,000.  X distributes the Y stock to its trade
creditors in exchange for release of their claims against X.  X's
shareholders receive nothing in the transaction.  The transaction
qualifies as a reorganization under section 368(a)(1)(G) that
satisfies the requirements of section 354(a)(1)(A) and (B).  For
Year 2, X has gross income of $10,000 (without regard to any
income from the discharge of indebtedness) and is allowed a
depreciation deduction of $10,000 in respect of the asset.  In
addition, it generates no general business credits.

                     (ii) Analysis.  On the distribution of Y
stock to X's trade creditors, under section 108(a)(1)(A), X is
entitled to exclude from gross income the debt discharge amount of
$100,000.  (Under section 108(e)(8), X is treated as satisfying
$100,000 of the debt owed the trade creditors for $100,000, the
fair market value of the Y stock transferred to those creditors.)
In Year 2, X has no taxable income or loss because its gross
income is exactly offset by the depreciation deduction.  As a
result of the depreciation deduction, X's basis in the asset is
reduced by $10,000 to $65,000.  Pursuant to paragraph (c) of this
section, the amount of X's net operating loss to which Y succeeds
pursuant to section 381 and the basis of X's property transferred
to Y must take into account the reductions required by section
108(b).  Pursuant to paragraph (a) of this section, X's net
operating loss carryover in the amount of $80,000 is reduced by
$80,000 of the COD income excluded under section 108(a)(1).  In
addition, X's basis in the asset is reduced by $20,000, the extent
to which the COD income excluded under section 108(a)(1) did not
reduce the net operating loss.  Accordingly, as a result of the
reorganization, there is no net operating loss to which Y succeeds
under section 381.  Pursuant to section 361, X recognizes no gain
or loss on the transfer of its property to Y.  Pursuant to section
362(b), Y's basis in the asset acquired from X is $45,000.

          Example 4.  (i) Facts.  The facts are the same as in
Example 3, except that X elects under section 108(b)(5) to reduce
first the basis of its depreciable asset.

                     (ii) Analysis.  As in Example 3, on the
distribution of Y stock to X's trade creditors, under section
108(a)(1)(A), X is entitled to exclude from gross income the debt
discharge amount of $100,000.  In addition, in Year 2, X has no
taxable income or loss because its gross income is exactly offset
by the depreciation deduction.  As a result of the depreciation
deduction, X's basis in the asset is reduced by $10,000 to
$65,000.  Pursuant to paragraph (c) of this section, the amount of
X's net operating loss to which Y succeeds pursuant to section 381
and the basis of X's property transferred to Y must take into
account the reductions required by section 108(b).  As a result of
the election under section 108(b)(5), X's basis in the asset is
reduced by $65,000 to $0.  In addition, X's net operating loss is
reduced by $35,000, the extent to which the amount excluded from
income under section 108(a)(1)(A) does not reduce X's asset basis.
Accordingly, as a result of the reorganization, Y succeeds to X's
net operating loss in the amount of $45,000 under section 381.
Pursuant to section 361, X recognizes no gain or loss on the
transfer of its property to Y.  Pursuant to section 362(b), Y's
basis in the asset acquired from X is $0.


* BOND PRICING: For the week of September 1 - 5, 2003
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    25
Adelphia Communications                6.000%  02/15/06    25
Alexion Pharmaceuticals                5.750%  03/15/07    73
American & Foreign Power               5.000%  03/01/30    64
AMR Corp.                              9.000%  08/01/12    66
AMR Corp.                              9.000%  09/15/16    63
AnnTaylor Stores                       0.550%  06/18/19    68
Burlington Northern                    3.200%  01/01/45    52
Burlington Northern                    3.800%  01/01/20    73
Calpine Corp.                          7.750%  04/15/09    71
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    72
Calpine Corp.                          8.625%  08/15/10    72
Cincinnati Bell Telephone              6.300%  12/01/28    72
Comcast Corp.                          2.000%  10/15/29    30
Coastal Corp.                          6.950%  06/01/28    69
Coastal Corp.                          7.420%  02/15/37    72
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    33
Crown Cork & Seal                      7.500%  12/15/96    72
Cummins Engine                         5.650%  03/01/98    63
Delta Air Lines                        7.900%  12/15/09    72
Delta Air Lines                        9.000%  05/15/16    66
DVI Inc.                               9.875%  02/01/04    32
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    69
Fibermark Inc.                        10.750%  04/15/11    74
Foamex L.P.                            9.875%  06/15/07    66
GB Property Funding                   11.000%  09/29/05    60
Gulf Mobile Ohio                       5.000%  12/01/56    64
IMC Global Inc.                        7.300%  01/15/28    72
International Wire Group              11.750%  06/01/05    51
Level 3 Communications Inc.            6.000%  09/15/09    58
Level 3 Communications Inc.            6.000%  03/15/10    57
Liberty Media                          3.500%  01/15/31    71
Liberty Media                          3.750%  02/15/30    57
Liberty Media                          4.000%  11/15/29    61
Lucent Technologies                    6.450%  03/15/29    66
Lucent Technologies                    6.500%  01/15/28    66
Mirant Americas                        8.300%  05/01/11    72
Mirant Corp.                           2.500%  06/15/21    43
Mirant Corp.                           5.750%  07/15/07    43
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    61
Nexprise Inc.                          6.000%  04/01/07     3
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.875%  03/15/08    67
Northwest Airlines                     9.875%  03/15/07    72
Northwestern Corporation               8.750%  03/15/12    75
NTL Communications Corp.               7.000%  12/15/08    19
Pac-West Telecom                      13.500%  02/01/09    74
Salomon SB Holdings                    0.250%  02/18/10    74
Scotia Pacific Co.                     6.550%  01/20/07    67
Silicon Graphics                       5.250%  09/01/04    73
Sonat Inc.                             7.000%  02/01/18    75
Tital Wheel Int'l                      8.750%  04/01/07    59
Tribune Company                        2.000%  05/15/29    75
US Timberlands                         9.625%  11/15/07    59
Universal Health Services              0.426%  06/23/20    63
Viropharma Inc.                        6.000%  03/01/07    50
Worldcom Inc.                          6.250%  08/15/03    29
Xerox Corp.                            0.570%  04/21/18    65

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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for the term of the initial subscription or balance thereof are
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                *** End of Transmission ***