TCR_Public/030902.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 2, 2003, Vol. 7, No. 173   

                          Headlines

ACCEPTANCE INSURANCE: Fitch Withdraws Junk L-T Issuer Rating
ACP HOLDING: Innisfree Appointed as Special Noticing Agent
ACTERNA: Final Exclusivity Extension Hearing Set for September 9
AEROCENTURY CORP: Obtains Waiver of Loan Covenant Violation
AEROVOX INC: Plan Confirmation Hearing Scheduled for Sept. 25

AIR CANADA: CIT Wants Jazz Air to Withdraw Termination Notices
AMCAST: Secures Bank and Senior Note Credit Maturity Extension
AMERCO: Committee Turns to Jefferies & Co. for Financial Advice
ANNUITY & LIFE: Fitch Withdraws C Insurer Fin'l Strength Rating
AQUILA INC: Unit Settles FERC Charges of Market Manipulation

ATA HOLDINGS: Commences Exchange Offers for Senior Notes
ATLAS AIR: EETC Holders Extend Forbearance Pact to September 12
AVCORP INDUSTRIES: June 30 Working Capital Deficit Hits C$26MM
BEAR STEARNS: Fitch Affirms BB Class B-4 Ser. 1997-4 Note Rating
BETHLEHEM STEEL: Proposes Solicitation and Tabulation Procedures

BMC INDUSTRIES: Interest Payment Deferral Extended to Sept. 15
BUDGET GROUP: Sale Proceeds Allocation Trial Procedures Approved
BURLINGTON: Asks Court to OK Proposed Solicitation Procedures
CABLE SATISFACTION: Ability to Continue Operations Uncertain
CHIQUITA BRANDS: Sells Stake in Florida Citrus Joint Venture

CINRAM INT'L: S&P Assigns BB Rating to $1.2B Senior Secured Loan
CMS ENERGY: Tom Webb to Present at Lehman Brothers Conference
CONCERT IND.: NA Operations Continue to Incur EBITDA Losses
CONSECO FIN.: Home City Seeks Stay Relief to Pursue Litigation
COVANTA ENERGY: Asks Court to Clear Mezerhane et al. Settlement

DOBSON COMMS: Files Form S-3 re Possible Securities Re-Sales
DVI INC: Section 341(a) Creditors' Meeting to Convene on Oct. 3
EAGLE FOOD CENTERS: Reports Results of Store Sale Auction
ELAN CORP: EPIL Noteholders Further Extend Waivers Until Friday
ENERGY WEST: Wells Fargo Extends Credit Agreement Until Friday

EXELON: Raytheon Takes Legal Action Involving Exelon Projects
EXIDE: Committee Asks Court to Stay Plan-Related Proceedings
GAUNTLET ENERGY CORP: Completes Independent Reserves Evaluation
GAUNTLET ENERGY: June 30 Working Capital Deficit Tops $81 Mill.
GENUITY INC: Classification & Treatment of Claims Under the Plan

GEORGIA-PACIFIC: Commences Exchange Offer for Two Senior Notes
HALLWOOD REALTY: Hires Morgan Stanley to Explore Alternatives
HYDROMET ENV'L: Debentureholders Agree to Forbear Until Dec. 31
IMC GLOBAL: Board Declares 7.50% Conv. Preferred Share Dividend
IMP INC: Fails to Comply with Nasdaq Listing Guidelines

INTEGRATED DATA: Proposal to Acquire TransNet Corp. Assets Nixed
INT'L DATASHARE: Cash Resources Insufficient to Fund Operations
INT'L UTILITY: Fails to Cure Default on 10.75% Senior Notes
INT'L UTILITY: June 30 Net Capital Deficit Widens to $24 Million
INVERNIA WEST: Shareholders Approve Lisheen Mine Asset Sale

LEAP WIRELESS: Providing Adequate Assurance to Five Utilities
LOUDEYE CORP: Raises $12.2 Mill. in Private Placement Financing
LTV CORP: Settles Disputes with USA, PA, Ohio, Indiana & Chicago
MAJESTIC STAR: Planned Debt Refinancing Prompts Ratings Watch
MALDEN MILLS: Massachusetts Court Confirms Reorganization Plan

MARINER POST-ACUTE: Wants Approval of Indiana Family Settlement
MIDWEST EXPRESS: Bank Credit Facility Extended Until November 26
MILACRON INC: Sells Minnesota Twist Drill to MTD Acquisition Inc
MIRANT CORP: Pepco Balks at Move to Cancel Power Purchase Pacts
MIRANT: Cleco to Seek Damages if Perryville Tolling Pact Rejected

MIRANT CORP: Gets Interim Nod to Hire Blackstone as Advisors
MOBILE COMPUTING: June 30 Net Capital Deficit Balloons to $10MM
MORGAN STANLEY: Fitch Affirms Low-B Ratings on 3 Note Classes
MOSAIC: KPMG Appointed Receiver and CCAA Stay Extended to Dec 15
NATIONAL EQUIPMENT: Taps Carl Marks to Assist in Reorganization

NORSKE SKOG: Extends Exchange Offer for Sr. Notes Until Tomorrow
O-CEDAR HOLDINGS: Delaware Claims Appointed as Noticing Agent
OGLEBAY NORTON: Continues to Defer 10% Bond Interest Payment
PACIFIC GAS: ACWA Files Comments in PG&E Settlement Proceedings
PCNET INT'L: Enters Pact to Merge Operations with Technovision

PG&E NATIONAL: Seeks Open-Ended Lease Decision Period Extension
PILLOWTEX CORP: Duke Energy Demands Payment of about $1.6 Mill.
POLAROID CORP: Perry Mandarino Files Polaroid Examiner's Report
PREMCOR INC: Extends Exchange Offer for 7.50% Sr Notes to Friday
PROTARGA INC: Taps Fish & Richardson as Transactional Counsel

RADIO UNICA: Makes $9.3 Million Interest Payment on 11.75% Notes
RESMED INC: S&P Ups Corporate Credit Rating a Notch to BB-
SHILOH INDUSTRIES: Will Publish Third Quarter Results Tomorrow
SHOLODGE INC: Completes Tender Offer for 7.50% Conv. Debentures
SNOW LEOPARD: Resources Insufficient to Continue Business Plan

SR TELECOM: Second-Quarter Net Loss Balloons to $5 Million
SYSTECH RETAIL: US Bankruptcy Court Confirms Reorganization Plan
TCW LINC III: S&P Keeps Watch on 4 BB/CCC- Note Class Ratings
TRANSTEXAS GAS: Emerges from Chapter 11 Bankruptcy Proceedings
TRISM: Missouri Court Confirms Joint Chapter 11 Liquidating Plan

TSI TELSYS: June Quarter Balance Sheet Upside-Down by $521,000
UNIGLOBE.COM INC: June 30 Net Capital Deficit Narrows to $3 Mil.
US AIRWAYS: Nason & Cullen Demands Payment of Cure Obligations
US FLOW: US Trustee Appoints Official Creditors' Committee
VIEWPOINT CORP: Eliminates over 20 Positions in Line with Plan

WEIRTON STEEL: Wants Nod to Reimburse Union's Fees and Expenses
WORLD AIRWAYS: Provides Update on Insider Stock Selling
WORLDCOM INC: Appoints 5 New Members to Board of Directors
WORLDCOM: CAGW Calls for MCI Debarment from Federal Contracts
W.R. GRACE: Plan Filing Exclusivity Intact Until Feb. 1, 2004

* Large Companies with Insolvent Balance Sheets

                          *********

ACCEPTANCE INSURANCE: Fitch Withdraws Junk L-T Issuer Rating
------------------------------------------------------------
Fitch Ratings withdraws the 'C' long term issuer rating of
Acceptance Insurance Companies Inc. and AICI Capital Trust's 'C'
trust preferred stock rating. The rating is being withdrawn
because Acceptance's only remaining operating subsidiary,
Acceptance Insurance Company, is under the supervision of the NE
Department of Insurance and has ceased to write new business.
Additionally, Acceptance has elected to defer all interest
payments on its trust preferred stock issue until no later than
September 30, 2007 due to severe cash flow uncertainties.

                Acceptance Insurance Companies Inc.

        -- Long-term issuer rating withdrawn 'C';

                       AICI Capital Trust

        -- Trust Preferred rating withdrawn 'C'.


ACP HOLDING: Innisfree Appointed as Special Noticing Agent
----------------------------------------------------------
ACP Holding Company and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to appoint Innisfree M&A Incorporated as Special Noticing
Agent.

The Debtors report that they issued public securities, 11-1/8%
Series A, B, D, and F Senior Subordinated Notes due 2007.  The
Debtors only have an estimate of the number of beneficial holders
holding the Public Securities in "street name" though a bank,
broker, agent, proxy or other nominee. The successful
dissemination of notices to the beneficial owners of the Public
Securities thus require coordination with the Nominees, primarily
to ensure that these entities properly forward notices and other
materials to their customers. The Debtors believe that Innisfree
is well-suited to assist the Debtors with this task.

More specifically, the Debtors anticipate that Innisfree will:

     a. work with the Debtors to request appropriate information
        from indenture trustees, transfer agent(s), and The
        Depository Trust Company;

     b. mail various documents to holders of record of the
        Public Securities;

     c. coordinate the distribution of documents to "street
        name" holders of the Public Securities by forwarding
        documents to the Nominee record holders of the Public
        Securities, who in turn will forward them to beneficial
        owners; and

     d. provide soliciting and noticing advisory services, as
        needed, to the Debtors;

Jane Sullivan will head up the engagement. Standard hourly rates
will apply for solicitation and noticing advisory services:

          Co-Chairman            $400 per hour
          Managing Directors     $375 per hour
          Practice Directors     $325 per hour
          Director               $275 per hour
          Account Executives     $250 per hour
          Staff Assistants       $175 per hour

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: Final Exclusivity Extension Hearing Set for September 9
----------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the Petition Date during which the Acterna
Corp., and its debtor-affiliates have the exclusive right to
propose and file a Plan.  Section 1121(c)(3), moreover, provides
that if the Debtors submit a Plan within the exclusive filing
period, it has 180 days after the Petition Date to obtain
acceptance of that Plan.

Pursuant to Bankruptcy Code Section 1121(d), in circumstances
where the initial 120 days prove inadequate for a debtor to
propose a plan in a large and complex case, the Court has the
discretion to extend the exclusive period for substantial periods
of time.

The Debtors have filed a reorganization plan and disclosure
statement on August 4, 2003.  But out of abundance of caution,
the Debtors believe that the current deadline to present a plan
should be extended should the Plan not be confirmed or be
confirmed but not effective.  By this motion, the Debtors ask the
Court to move the Exclusive Filing Period to December 31, 2003
and the Solicitation Period to February 28, 2004.

According to Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP,
in New York, ample cause exists in support of the Debtors'
request.  With the Disclosure Statement approval, the Debtors now
anticipate a hearing to confirm their Plan on September 25, 2003.  
Mr. Basta relates that in the unlikely event that the Debtors are
not able to confirm their Plan or the Plan is confirmed but does
not become effective, they will need additional time to formulate
an alternative plan.

The Exclusive Periods are designed to provide a debtor with full
and fair opportunity to rehabilitate its business and negotiate,
develop, propose, confirm and consummate a consensual plan.  Mr.
Basta informs the Court that the Debtors have made significant
progress in their reorganizations and in their efforts to
increase efficiency in their businesses.  This, Mr. Basta says,
is reflected by the Debtors' negotiation with the various
constituents in formulating and filing a consensual Plan and
Disclosure Statement.

Mr. Basta notes that the Debtors' Plan is supported by the Senior
Lenders, the Creditors' Committee, and Clayton, Dubilier & Rice,
Inc. -- the Debtors' prepetition equity sponsor and second
largest security holder.  Mr. Basta believes that this is a proof
of the Debtors' good faith towards reorganization and that they
are not seeking extension to pressure creditors to accede to
their reorganization demands.

In addition, Mr. Basta tells the Court that the Debtors have had
sufficient resources to meet all required postpetition payment
obligations.  They have had the capability to fund operations
under their debtor-in-possession financing facility or
significant amount of cash on hand -- which shows that they are
effectively managing their businesses and properties.

Judge Lifland will convene a hearing regarding the extension of
the exclusive periods on September 9, 2003, and entered a Bridge
Order extending Acterna's Exclusive Periods through the
conclusion of that hearing.  (Acterna Bankruptcy News, Issue No.
9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AEROCENTURY CORP: Obtains Waiver of Loan Covenant Violation
-----------------------------------------------------------
AeroCentury Corp., (ASE: ACY), an independent aircraft leasing
company, has obtained a waiver by lenders led by National City
Bank of the Company's non-compliance with a financial ratio
covenant, which non-compliance arose out of the default by a
Haitian regional air carrier under a lease for two deHavilland
Dash-7 aircraft. The aircraft were recently repossessed and are
being prepared for re-lease or re-sale.

The waiver was contained in the agreement reached with the lenders
extending the maturity date of the Company's credit facility to
August 31, 2003.

Neal D. Crispin, President of AeroCentury, said, "This renewal
should enable us to pursue the opportunities that we have
identified. We appreciate the confidence the lenders have in us."

Michael J. Labrum, Senior Vice President of National City Bank,
said, "We are delighted to continue our relationship with
AeroCentury. Their performance over the past three years has been
impressive, and we are optimistic about their continued growth
potential."

The full text of the agreement has been filed in a Form 8-K report
with the Securities & Exchange Commission, and is available
through the Internet at the SEC's EDGAR system. The filing can
also be accessed by clicking "SEC Filings" on the Company's home
page at http://www.aerocentury.com

National City Corporation (NYSE: NCC) is an over $100 billion
financial holding company based in Cleveland, Ohio. The company
offers a full range of financial services including investment
banking, brokerage, mutual fund, insurance and traditional banking
services to individuals and businesses. National City has offices
in Ohio, Pennsylvania, Michigan, Indiana, Kentucky and Illinois.
National City can be found on the World Wide Web at
http://www.nationalcity.com

AeroCentury is an aircraft operating lessor and finance company
specializing in leasing regional aircraft and engines utilizing
triple net leases. The Company's aircraft and engines are on lease
to regional airlines and commercial users worldwide.


AEROVOX INC: Plan Confirmation Hearing Scheduled for Sept. 25
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
approved the Second Amended Disclosure Statement relating to New
Bedford Capacitor, Inc., formerly known as Aerovox, Inc.'s Second
Amended Chapter 11 Liquidating Plan.  The Court found that the
disclosure document contains adequate information for creditors to
decide whether to accept or reject the Plan.  

The Confirmation Hearing is scheduled for September 30, 2003, at
10:15 a.m. Eastern Standard Time, at the United Stated Bankruptcy
Court for the District of Massachusetts.

Written objections, if any, to confirmation of the Plan must be
delivered to:

     i) Clerk of the Bankruptcy Court, United Bankruptcy Court
        10 Causeway Street
        Boston, Massachusetts 02222

    ii) counsel to the Debtor
        Hanify & King, PC
        One Beacon Street
        Boston Massachusetts 02108
        Attn: Harold B. Murphy, Esq.

   iii) Office of the United States Trustee
        1182 Thomas P. O'Neil Federal Building
        10 Causeway Street
        Boston, Massachusetts 02222

    iv) counsel to the Committee
        Holland & Knight LLP
        10 St. James Avenue, Massachusetts 02116
        Attn: John J. Monaghan, Esq.

on or before September 25, 2003 at 4:30 p.m.

New Bedford Capacitor, Inc., f/k/a Aerovox Inc., a leading
manufacturer of electrostatic and aluminum electrolytic
capacitors, filed for chapter 11 protection on June 6, 2001, in
Massachusetts.  When the company filed for protection from its
creditors, it listed $70,702,599 in assets and $54,721,050 in
debt. In a Form 8-K dated January 26, 2002, the Debtor reports
$65,944,337 in assets and $56,218,563 in liabilities.


AIR CANADA: CIT Wants Jazz Air to Withdraw Termination Notices
--------------------------------------------------------------
CIT Financial Ltd. wants Jazz Air Inc. to withdraw the notices of
termination issued on July 10, 2003 with respect to five
Jetstream turboprop aircraft leases.

CIT contends that there was no legitimate restructuring purpose
in delivering the Termination Notices.  The Lease terms for the
four aircraft were set to expire in the ordinary course within
the next 24 hours.  The fifth Aircraft Lease expired on August
16, 2003.  For the last few years, CIT also notes that neither
Air Canada nor Jazz Air had utilized the Aircraft in their
regularly scheduled routes.  The Aircraft were either dormant or
subleased by Jazz Air from time to time.

While the Air Canada Applicants are permitted under the Initial
CCAA Order to terminate or suspend unnecessary leases, CIT
contends that the Order requires them to first seek its agreement.  
However, the Applicants did not seek CIT's consent before issuing
the Notice.

Alternatively, CIT asks the Court to declare that the Termination
Notices are merely evidence that Jazz Air will not perform its
final obligations under the Leases, namely the final Lease
payment and compliance with the return conditions.  CIT wants the
Court to confirm that the Termination Notices do not alter, amend
or terminate the Leases' terms and do not interfere with the
obligations of British Aerospace Inc. under a support agreement
to the Leases.  CIT complains that, as a consequence of the
Termination Notice, British Aerospace is avoiding over $8,367,982
in payment obligations.

Paul Green, Vice President of CIT's Structured Finance Division,
explains that the Leases were the result of sale and lease back
transactions wherein a British Aerospace affiliate sold the
aircraft to Air BC Limited.  CIT's predecessor, Norex Leasing
Inc., purchased the aircraft and leased them back to Air BC.  
Jazz Air is the successor to Air BC.

To induce the parties to enter into long-term aircraft leases,
British Aerospace provided credit support to CIT by way of
remarketing and guarantee agreements and residual value
agreements.  The Remarketing and Guarantee Agreements provide
support to CIT following the date -- Termination Date -- it
becomes entitled to take possession of the Aircraft pursuant to
the Lease.  CIT may repossess the Aircraft in an event of default
as defined in the Lease.  CIT may also require Jazz Air to return
the Aircraft.

Under the Remarketing and Guarantee Agreements, within 30 days of
the Termination Date, CIT may either:

   -- take possession of the Aircraft and appoint British
      Aerospace as its exclusive agent to sell the Aircraft; or

   -- appoint British Aerospace as its exclusive agent to
      exercise its rights under the Lease to recover and sell the
      Aircraft.

Either way, British Aerospace is then required to use its best
efforts to sell the Aircraft.  British Aerospace may also
purchase the Aircraft if it wishes.

CIT has not exercised any rights under the Remarketing and
Guarantee Agreements.

The Residual Value Agreements apply in different circumstances.  
Mr. Green relates that the Residual Value Agreements are intended
to compensate CIT, at the end of the Leases' terms for the
residual value of the Aircraft in the event Jazz Air does not
exercise its purchase option under the Leases.  The Residual
Value Agreements requires British Aerospace to purchase the
Aircraft for 35% of the original cost, so that CIT is certain of
its end of term recovery and is not subject to market vagaries.  
British Aerospace is not obligated to purchase the Aircraft if at
or before the Expiry Date CIT becomes entitled to take possession
of the Aircraft and has elected to do so.

Mr. Green emphasizes that no steps have been taken by CIT with
respect to the Aircraft, and the exception to British Aerospace's
obligation to purchase the Aircraft does not apply.  Accordingly,
the Expiry Date occurred on July 11, 2003 with respect to four
Aircraft Leases and August 16, 2003 with respect to the fifth
Lease.  

Mr. Green admits that the Applicants' CCAA petition constituted
an Event of Default under the Leases.  Nevertheless, Mr. Green
points out, CIT was stayed by the Initial CCAA Order from taking
any steps to enforce its remedies under the Leases, had it wished
to do so.

On April 10, 2003, CIT provided a notice to British Aerospace and
Jazz Air advising them that an Event of Default had occurred.  
The Default Notice was intended to preserve CIT's rights.  CIT
would only be entitled to exercise its rights under the
Remarketing and Guarantee Agreements on the occurrence of the
Termination Date.

"It has always been CIT's intention to rely on the Residual Value
Agreements and sell the Aircraft to [British Aerospace] on the
expiry of the terms of the Leases, and not invoke the Remarketing
and Guarantee Agreements," Mr. Green says.

CIT advised British Aerospace that the Leases have expired by
their terms and that British Aerospace would be required to
purchase the Aircraft pursuant to the Residual Value Agreements.  
But British Aerospace argued that it was not required to purchase
the Aircraft since CIT has been entitled to take possession of
the Aircraft and has elected to do so.  CIT does not remember
providing any such notification.  British Aerospace also argued
that CIT's rights were not exercisable because of the early
termination of the Lease.

"The questionable delivery by Jazz of purported 'termination
notices' less than twenty-four hours prior to the normal Expiry
Date of the Leases does not absolve [British Aerospace] of its
obligations," Mr. Green asserts.

CIT reissued a notice to exercise its rights under the Residual
Value Agreements and sell the Aircraft to British Aerospace after
August 16, 2003. (Air Canada Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMCAST: Secures Bank and Senior Note Credit Maturity Extension
--------------------------------------------------------------
Amcast Industrial Corporation (AICO.OB) has restructured its
credit facilities with its bank lending group and senior note
holders. The bank and senior note credit maturities have been
extended until September 14, 2006.

The impact on Amcast's balance sheet will be to reclassify $169.4
million of debt from short term to long term. Amcast had $179.8
million in short-term debt at the end of its fiscal third quarter
ended June 1, 2003. If this credit facility restructuring had been
in place for Amcast's fiscal third quarter, short-term debt would
have been $10.5 million, or 6% of total debt.

Joseph R. Grewe, President and Chief Executive Officer, said,
"Reaching agreement with the banks and senior note holders to
extend our debt maturity is an important accomplishment. We
appreciate the confidence our lenders expressed in Amcast and the
support received from our suppliers. This debt extension provides
Amcast with improved liquidity and operating flexibility while we
work on achieving better operating performance. Since the
beginning of this fiscal year, Amcast has reduced debt by $18.9
million."

Amcast also announced the termination of discussions with Citation
Corporation relating to the possible sale of Amcast's Wapakoneta,
Ohio, Richmond, Indiana and Cedarburg, Wisconsin plants and its
Southfield, Michigan office facility.

Mr. Pond, Chairman of the Board, said "As part of our loan
agreements, we are committed to a program to reduce our
indebtedness that involves a review of various alternatives to
seek the best alternative for our stakeholders. We would like to
thank our lenders, customers, shareholders, employees and other
stakeholders for their loyal support as we move forward."

Amcast Industrial Corporation -- whose June 1, 2003 balance sheet
shows a working capital deficit of about $152 million, and a total
shareholders' equity deficit of about $17 million -- is a leading
manufacturer of technology-intensive metal products. Its two
business segments are brand name Flow Control Products marketed
through national distribution channels and Engineered Components
for original equipment manufacturers. The company serves the
automotive, construction, and industrial sectors of the economy.


AMERCO: Committee Turns to Jefferies & Co. for Financial Advice
---------------------------------------------------------------
Pursuant to Sections 327(a), 328(a) and 1103 of the Bankruptcy
Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure,
the Official Committee of Unsecured Creditors of AMERCO Debtors
seek the Court's authority to retain Jefferies & Company, Inc. as
its financial advisors under the terms of the Engagement Letter,
nunc pro tunc to July 14, 2003.

Creditors' Committee Chairperson Kaye Handley tells the Court
that the Committee's retention of a financial advisor is
necessary and appropriate to enable it to evaluate the complex
financial and economic issues raised by the Debtors'
reorganization proceedings an to effectively fulfill its
statutory duties.  The Committee selected Jefferies because of
its expertise in providing financial advisory services to debtors
and creditors in restructuring and distressed situations.

Jefferies is an investment banking firm with principal office in
New York, New York.  Jefferies is a registered broker-dealer with
the U.S. Securities and Exchange Commission, with affiliates
being members of the Boston Stock Exchange, the International
Stock Exchange, the National Association of Securities Dealers,
the Pacific Stock Exchange, the Philadelphia Stock Exchange and
the Securities Investor Protection Corporation.

Timothy O'Connor, a Managing Director of Jefferies, informs Judge
Zive that Jefferies provides a broad range of corporate advisory
services to its clients including, without limitation, services
pertaining to:

   (i) general financial advice,

  (ii) mergers, acquisitions and divestitures,

(iii) special committee assignments,

  (iv) capital raising, and

   (v) corporate restructurings.

Jefferies and its senior professionals have extensive experience
in the reorganization and restructuring of troubled companies,
both out-of-court an din Chapter 11 proceedings.  The Jefferies
employees have advised debtors, creditors, equity constituencies
and purchasers in many reorganization, including in the cases of
AmeriServe Food Distribution, Inc., Ames Department Stores, Inc.,
Heartland Wireless Communications, Federal Mogul Corporation and
Kaiser Group International, Inc.

At the Committee's request, Jefferies rendered services to the
Committee since July 14, 2003.  Specifically, Jefferies will:

   (a) Become familiar, to the extent Jefferies deems
       appropriate, with and analyze the business, operations,
       properties, financial condition and prospects of the
       Company;

   (b) Advise the Committee on the current state of the
       "restructuring market;"

   (c) Assist and advise the Committee in developing a general
       strategy for accomplishing a restructuring;

   (d) Assist and advise the Committee in implementing a plan of
       restructuring with the Committee;

   (e) Assist and advise the Committee in evaluating and
       analyzing a restructuring including the value of the
       securities, if any, that may be issued under any
       restructuring plan; and

   (f) Render other financial advisory services as may from time
       to time be agreed on by the Parties.

Jefferies will bill the Debtors for the services it will render
to the Committee on these terms:

   (a) A $150,000 monthly retainer fee payable in advance on the
       first day of each month.  Fifty percent of any Monthly
       Retainer payments actually paid to Jefferies after the
       first six full payments will be credited against any fees
       payable under the Success Fee.  If payment of the first
       Monthly Retainer is made for a partial month based on the
       date on which the Agreement is dated, the Monthly
       Retainer will be pro rated from the date on which the
       Agreement is dated to the end of the month;

   (b) In addition, as exclusive financial advisor to the
       Committee, Jefferies will seek payment of 0.30% of the
       Total Consideration -- the Success Fee.  The Success Fee
       may be paid in kind at the Committee's option.  Fees
       payable pursuant to the Agreement are due upon
       consummation of the Restructuring.  The Committee will
       use its best efforts to provide for the payment of the
       fee in full in any plan of reorganization submitted for
       confirmation; and

   (c) reimbursement of all reasonable out-of-pocket expenses,
       including, without limitation, all reasonable travel
       expenses, duplicating charges, messenger services, long
       distance telephone calls and other customary expenditures
       incurred in performing the services.

Mr. O'Connor explains that Total Consideration is the total
proceeds and other consideration received or to be received by
AMERCO's unsecured creditors in connection with the Restructuring.  
If the parties are unable to agree on the value of any property,
its value will be determined by arbitration in a manner consistent
with any Bankruptcy Court order.

According to Mr. O'Connor, the Fee Structure is comparable to
those generally charged by financial advisory and investment
banking firms of similar stature to Jefferies and for comparable
engagements, both in and out of court, and reflect a balance
between a fixed, monthly fee and a contingent amount which are
tied to the consummation of the services to be performed as
contemplated in the Jefferies Engagement Letter.

To the best of his knowledge, Mr. O'Connor assures the Court that
Jefferies principals and professionals do not have any connection
with the Debtors, its creditors or any other party-in-interest,
and do not hold or represent an interest materially adverse to
the Debtors' estates.  Although from time to time, Jefferies has
provided investment banking, financial advisory or consulting
services to certain creditors and other parties-in-interest in
matters unrelated to these cases, Jefferies promises the
Committee that during its retention as the Committee's financial
advisor, it will not provide services to any party-in-interest in
connection with any matters related to these cases.  Thus,
Jefferies is a "disinterested person" under Section 101(14) of
the Bankruptcy Code. (AMERCO Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANNUITY & LIFE: Fitch Withdraws C Insurer Fin'l Strength Rating
---------------------------------------------------------------
Fitch Ratings has withdrawn its 'C' insurer financial strength
rating on Annuity & Life Reassurance, Ltd.

The rating is being withdrawn due to the company's announcement
earlier this year that it had ceased writing new business and had
notified its existing reinsurance clients that it could not accept
additional cessions under previously established treaties.

                  ENTITY/ISSUE/ACTION/PRIOR RATING

           Annuity & Life Reassurance, Ltd.

               -- Insurer financial strength Withdrawn/'C'


AQUILA INC: Unit Settles FERC Charges of Market Manipulation
------------------------------------------------------------
Aquila, Inc.'s (NYSE:ILA) wholly owned subsidiary, Aquila Merchant
Services, Inc., has entered into an agreement with the Federal
Energy Regulatory Commission trial staff to settle charges that
the company allegedly was involved in the manipulation of western
power markets during the region's 2000-2001 energy crisis. The
$75,975.42 settlement is designed to avoid litigation costs to
prove that AMS's energy trading practices were proper and in full
compliance with the FERC regulations and standards.

Aquila strongly believes that the allegations against AMS do not
have any merit and that AMS's trading activities did not violate
any tariff, regulation or statute, or adversely affect market
prices.

Company representatives further believe that the transactions were
conducted for legitimate business purposes and that none of the
transactions were for the purpose of improperly increasing volumes
or revenue, impacting market prices, or for any other improper
business purpose. Aquila does not acknowledge any improper conduct
but indicates that the settlement allows the company to move on.

The agreement, which was filed Friday with the FERC, requires
approval by the commission before it becomes effective. The
settlement amount is based on the total revenue associated with
the transactions in question.

AMS is one of more than 60 companies from which the FERC sought
information regarding their electricity trading strategies during
2000 and 2001 in the western United States and that were ordered
to "show cause" why they should not have to repay the profits
gained from such trades.

Based in Kansas City, Mo., Aquila (S&P, B+ Credit Facility Rating,
Negative) operates electricity and natural gas distribution
networks serving customers in Missouri, Kansas, Iowa, Minnesota,
Colorado, Michigan and Nebraska, as well as in Canada and the
United Kingdom. The company also owns and operates power
generation assets. More information is available at
http://www.aquila.com


ATA HOLDINGS: Commences Exchange Offers for Senior Notes
--------------------------------------------------------
ATA Holdings Corp. (Nasdaq:ATAH), the parent company of ATA
Airlines, Inc., has launched exchange offers for $175 million
outstanding principal amount of its 10-1/2 percent Senior Notes
due 2004 and $125 million outstanding principal amount of its
9-5/8 percent Senior Notes due 2005 and solicitations of consents
to amend the indentures under which the Existing Notes were
issued.

Pursuant to the Exchange Offers, ATA Holdings Corp. is offering

-- for each $1,000 principal amount of 2004 Notes tendered for
   exchange, $940 principal amount of the Company's new 11 percent
   Senior Notes due 2009 and cash consideration of $60, $30 of
   which constitutes a consent payment, and

-- for each $1,000 principal amount of 2005 Notes tendered for
   exchange, $960 principal amount of the Company's new 10 1/8
   percent Senior Notes due 2010 and cash consideration of $40,
   $30 of which constitutes a consent payment.

In each Exchange Offer, the consent payments will only be paid
with respect to consents received prior to 5 p.m., Eastern
Standard Time, on September 12, 2003, unless extended.

Completion of the Exchange Offers is subject to a number of
significant conditions, including receiving valid and un-withdrawn
tenders representing at least 85 percent in principal amount of
each series of Existing Notes and receiving the consent of the Air
Transportation Stabilization Board pursuant to ATA Holdings
Corp.'s government guaranteed term loan. The Exchange Offers
expire at 5 p.m., Eastern Standard Time, on September 26, 2003,
unless extended. Tenders of Existing Notes pursuant to the
Exchange Offers may be withdrawn at any time on or prior to 5
p.m., Eastern Standard Time, on September 12, 2003.

The Exchange Offers are being made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended. The New Notes have not been, and will not be,
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent
registration or applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws. This announcement is neither an offer to sell nor
a solicitation of an offer to buy the New Notes nor a solicitation
of tenders of Existing Notes in connection with the Exchange
Offers.

As reported in Troubled Company Reporter's August 1, 2003 edition,
Standard & Poor's Ratings Services lowered its ratings on ATA
Holdings Corp. and subsidiary ATA Airlines Inc., including
lowering the corporate credit rating on both to 'CCC' from 'B-'.
Ratings remain on CreditWatch with negative implications, where
they were placed March 18, 2003.


ATLAS AIR: EETC Holders Extend Forbearance Pact to September 12
---------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc. (NYSE: CGO) announced that, in
light of progress being made in negotiations with the holders of a
majority of Atlas Air, Inc. Class A Enhanced Equipment Trust
Certificates (EETCs), the holders have agreed to extend a
previously announced forbearance agreement.

This extension, from Aug. 31 to Sept. 12, 2003, enables Atlas Air
to continue to negotiate a restructuring of its EETC financing
transactions. All other terms of the original forbearance
agreement remain in effect.

The EETCs were issued in 1998, 1999 and 2000 to finance Atlas
Air's initial fleet of 12 Boeing 747-400 freighter aircraft.

Atlas Air Worldwide Holdings, the parent company of Atlas Air,
Inc. and Polar Air Cargo, Inc., offers its customers a complete
line of freighter services, including ACMI (Aircraft, Crew,
Maintenance, and Insurance) contracts, charter services and time-
definite, airport-to-airport scheduled airfreight service with a
fleet of Boeing 747 freighters. Learn more about the Company at
http://www.atlasair.com


AVCORP INDUSTRIES: June 30 Working Capital Deficit Hits C$26MM
--------------------------------------------------------------
Avcorp Industries Inc. (AVP on the Toronto Stock Exchange)
announced results for the quarter and six months ended June 30,
2003. (All amounts are expressed in Canadian dollars unless
specified otherwise).

During the quarter, the Company:

-- was profitable, recording its first quarterly profit since
   September 2001;

-- made significant progress in its financial restructuring
   including signing an agreement for a sale/leaseback of its land
   and building with a major Canadian insurance company; and

-- maintained strong delivery and quality performance and
   continued its focus on generating new revenue and implementing
   cost reduction programs.

Revenues for the quarter were $14.6 million, representing an
increase of 1.5% from the same quarter in 2002 and an increase of
11% over the prior quarter. The increase in revenues from the
previous quarter is attributable largely to deliveries to
Bombardier as their Challenger business jet production line re-
opened and higher-than-normal deliveries to Bombardier's regional
jet production lines. Bombardier Aerospace and the Boeing
Commercial Airplane Group remain the Company's largest customers.
As anticipated, revenues from Cessna Aircraft Company, at $1.5
million, have commenced and are increasing.

Gross profit was 22% of revenue compared to 12.9% in the same
quarter last year and 5.7% in the prior quarter. The increase in
gross profit resulted from a combination of factors including
increased revenue; a favorable product mix, which included special
process programs; cost reductions realized from lean manufacturing
and supply chain initiatives; and controls on direct manufacturing
overhead.

The net income for the quarter ended June 30, 2003 was $122,000
compared to a net loss from continuing operations of $309,000 in
the quarter ended June 30, 2002 and a net loss of $2.5 million in
the prior quarter.

As at June 30, 2003, order backlog is $459 million, compared to
$340 million one year ago and $474 million at the end of the prior
quarter. The increase in backlog from one year ago results from
the Company's previously announced contract for the Cessna
Citation business jet.

The financial restructuring plans and progress made during the
quarter include:

-- sale and leaseback of its land and buildings to a major
   Canadian insurance company-this transaction closed in July;

-- agreements concerning debt repayment and forgiveness have been
   reached with two major lenders and these agreements are
   expected to close in the third and fourth quarters; and

-- raising of new equity through a private placement-this
   transaction closed in August.

Working capital from a new operating credit with a bank or an
asset-based lender is currently being sought to replace the short-
term financing that expires September 30, 2003. Negotiations with
a third principal lender continue

                              Outlook

The Company expects a reduction in third quarter revenues relative
to the current quarter, both a cyclical event that is a result of
Bombardier's summer shut down of operations, and due to late
deliveries from a key supplier that have led to rescheduling of
orders originally due in the third and fourth quarters to the
fourth quarter and first quarter of 2004 respectively. The
expected revenue reduction in the third quarter is expected to
adversely affect margins in the third quarter. It is expected that
these margin reductions will be offset by non-operating gains
related to the financial restructuring.

The Company expects revenue and margin growth in the fourth
quarter and throughout 2004 as program specific production rates
at Boeing and Cessna increase and as the Company continues to
benefit from its marketing and cost reduction initiatives. The
expected growth in the fourth quarter and beyond will increase
working capital requirements, although working capital utilization
is expected to improve.

The remaining elements of the Company's financial restructuring
plans are expected to close in the third and fourth quarters. On
closing all of the restructuring actions, the Company's balance
sheet will be strengthened, cash flow improved, and cost of
borrowing reduced.

Avcorp Industries Inc. is a Canadian aerospace industry
manufacturer. The company is a single-source supplier for
engineering design, manufacture and assembly of subassemblies and
complex major structures for aircraft manufacturers.

                         *     *     *

At June 30, 2003, Avcorp Industries' balance sheet shows that its
total current liabilities outweighed its total current assets by
about C$26 million, while total shareholders' equity dwindled to
about C$11 million from about C$14 million six months ago.

                         Long-Term Debt

(a) The Company is in breach of its covenant within the security
agreement with the Province of British Columbia and has not
accrued interest this year. Accordingly, the mortgages have been
classified as current.

(b) The Company is in breach of the terms of its $2,500,000
debenture with the holder. Accrued interest payable on the
debenture to June 30, 2003 is $357,000. The debenture and accrued
interest are disclosed within current portion of long-term debt.

(c) The Company is re-negotiating its $5,000,000 convertible
debenture with the holder. Accrued interest payable on the
debenture to June 30, 2003 is $366,000. The debenture and accrued
interest are disclosed within current portion of long-term debt.

                   Related-Party Transactions

The Company entered into an agreement with certain shareholders in
consideration of mutual agreements with a Canadian chartered bank
under which the shareholders:

-- jointly and severally guarantee the indebtedness of the Company
   to the bank;

-- jointly and severally agree, at the request of the bank, to
   purchase the loan and security documents in exchange for
   payment to the bank of the full amount of principal and
   interest outstanding under the loan;

-- provide unconditional, irrevocable standby letter of credit, or
   a first security interest over cash, in the amount of
   $4,450,000 in favor of the bank; and

-- provide environmental indemnity.

As a condition to certain shareholders providing the above-noted
security, the Company entered into an agreement with these
shareholders to:

-- issue warrants granting certain shareholders the right to
   purchase up to 3,652,450 common shares of the Company at an
   exercise price of $0.38 per share for a term of 30 months;

-- accrue a fee payable in full on repayment in full of the term
   loans with the bank equal to 15% per annum less the bank term
   loan rate in effect from time to time, calculated on the daily
   outstanding principal balance of the term loan; and

-- accrue a fee payable monthly equal to 12% per annum, calculated
   on the daily outstanding principal balance of the term loan.

Fees payable to certain shareholders as at June 30, 2003 are
$850,000. These fees are included in the statements as interest
and amount to $714,000 for the quarter and $1,227,000 year to
date.

The Company is continuing to work towards securing an operating
line and to re-negotiate remaining long-term debt.


BEAR STEARNS: Fitch Affirms BB Class B-4 Ser. 1997-4 Note Rating
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Bear
Stearns Mortgage Securities Inc., Mortgage Pass-Through
Certificates, Series 1997-4.

Bear Stearns Mortgage Securities Inc., Mortgage Pass-Through
                Certificates, Series 1997-4:

          -- Class A affirmed at 'AAA';

          -- Class B-1 upgraded to 'AAA' from 'AA';

          -- Class B-2 upgraded to 'AA' from 'A';
     
          -- Class B-3 affirmed at 'BBB';

          -- Class B-4 affirmed at 'BB';

          -- Class B-5 affirmed at 'B'.

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


BETHLEHEM STEEL: Proposes Solicitation and Tabulation Procedures
----------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates ask the
Court to approve the proposed procedures for the solicitation and
tabulation of votes to accept or reject their Joint Liquidation
Plan.  In addition, the Debtors want Judge Lifland to approve:

   (i) the proposed record date for Plan voting;

  (ii) the notice and objection procedures for confirmation of
       the Plan;

(iii) the Solicitation Packages and the corresponding
       distribution procedures; and

  (iv) the ballot forms and procedures for voting on the Plan.

                      Voting Record Date

In accordance with Rule 3017(d) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to set
September 10, 2003 as the Record Date.  The Record Date
determines which creditors are entitled to vote on the Plan.

           Ballots and Master Ballots and Distribution

The forms for the Ballots are based on Official Form No. 14, but
have been modified to address the particular aspects of these
Chapter 11 cases and to include certain additional information
that the Debtors believe to be relevant and appropriate for each
class of claims or interests.  The appropriate Ballot forms, as
applicable, will be distributed to holders of claims in Classes 1
2, and 3, which are entitled to vote to accept or reject the
Plan.

With respect to the Ballots that will be sent to claim holders
under the notes, bonds, and debentures that are subject to the
Indentures in Class 3, the Debtors will send Ballots to record
holders of those claims, including brokers, banks, dealers, or
other agents or nominees -- the Master Ballot Agents.

Each Master Ballot Agent would be entitled to receive reasonably
sufficient copies of Ballots and Solicitation Packages to
distribute to the beneficial owners of the claims, and the
Debtors will be responsible for each Master Ballot Agent's
reasonable costs and expenses associated with the distribution of
copies of Ballots and Solicitation Packages, as well as
tabulation of the Ballots.

Additionally, each Master Ballot Agent would receive returned
Ballots from the beneficial owners, tabulate the results, and
return these results to Bankruptcy Services LLC, the Debtors'
solicitation and tabulation agent in Master Ballot by the Voting
Deadline.

      Solicitation Packages and Procedures for Distribution

The Debtors propose to mail solicitation packages containing
copies of:

   (a) the Court Order approving these provisions and the    
       Disclosure Statement;

   (b) the Confirmation Hearing Notice; and

   (c) either:

       -- an appropriate form of Ballot and/or Master Ballot
          together with a return envelope, letters from the
          Debtors and the Creditors' Committee recommending
          acceptance of the Plan, and the approved form of the
          Disclosure Statement; or

       -- a Notice of Non-Voting Status, as applicable; and

       -- other materials as the Court may direct.

The Debtors expect to complete distribution of the Solicitation
Packages no later than September 19, 2003 to:

   -- the U.S. Trustee;

   -- the attorneys for the Creditors' Committee;

   -- the attorneys for the Retirees' Committee;

   -- all persons or entities that filed proofs of claim on or
      before the date of the notice of the Disclosure Statement,
      except to the extent a claim was paid pursuant to, or
      expunged by, prior Bankruptcy Court order;

   -- all persons or entities listed in the Debtors' schedules of
      liabilities, dated January 29, 2002, as holding liquidated,
      non-contingent, and undisputed claims in an amount greater
      than zero;

   -- the transfer agents and the registered holders of the
      Debtors' debt and equity securities as of the Record Date;

   -- all other parties-in-interest that have filed a request
      for notice pursuant to Rule 2002 of the Federal Rules of
      Bankruptcy Procedure, in the Debtors' Chapter 11 cases;

   -- the SEC;

   -- the IRS;

   -- the DOJ;

   -- the PBGC; and

   -- any other known holders of claims against or equity
      interests in the Debtors.

Solicitation Packages for claim holders against or interests in
any Debtor placed within a class under the Plan that is deemed to
reject the Plan under Section 1126(g) of the Bankruptcy Code will
not include a Ballot.  Instead, the Solicitation Packages for
these claim and interest holders will include a Notice of Non-
Voting Status.

To avoid duplication and reduce expenses, creditors who have
filed duplicate claims against the Debtors, whether against the
same or multiple Debtors, which are classified under the Plan in
the same class will receive only one Solicitation Package and one
Ballot for voting their claims with respect to that Class.  

The Debtors will not distribute copies of the Plan and Disclosure
Statement to holders of equity interests deemed to reject the
Plan within Class 4 Equity Interests unless the party makes a
specific request in writing.

Solicitation Packages will not be sent to creditors whose claims
are based solely on amounts the Debtors scheduled but whose
claims already have been paid in the full scheduled amount.  
However, to the extent any creditor would be entitled to receive
a Solicitation Package for any reason other than by virtue of the
fact that its claim had been scheduled by the Debtors, that
creditor will be sent a Solicitation Package in accordance with
the established procedures.  Accordingly, the Debtors will not
send a Solicitation Package to any creditor who filed a proof of
claim if the amount asserted in the claim is less than or equal
to the amount scheduled, and the amount has already been paid.

Since it would be costly and wasteful to mail Undeliverable
Disclosure Statement Notices returned by the United States Postal
Service to the same addresses to which these were mailed, the
Debtors seek exemption from the strict notice rule, excusing them
from re-mailing the Solicitation Packages unless accurate
addresses for the entities are provided before the Solicitation
Date.

                  Notice of Non-Voting Status to
    Holders of Claims or Interests Deemed to Reject the Plan

Since Class 4 Claimants are deemed to reject the Plan, the
Debtors will not distribute copies of the Plan and Disclosure
Statement to any holder of the Class, unless otherwise requested
in writing.  Instead, the Debtors will mail a Notice of Non-
Voting Status to the Class 4 interest holders.

Similarly, the Debtors propose to send a Notice of Non-Voting
Status to the holders of the Debtors' publicly traded stock as
reflected in the records maintained by the Debtors' transfer
agents as of the close of business on the Record Date.  However,
the Debtors recognize that the records maintained by the transfer
agents reflect the brokers, dealers, commercial banks, trust
companies, or other nominees -- the Nominee Stockholders --
through which the beneficial owners or Beneficial Stockholders
hold stock.  Accordingly, the Debtors request that:

   (a) the Nominee Stockholders forward the Notice of Non-
       Voting Status or copies of it to the Beneficial
       Stockholders within three business days of the receipt
       by the Nominee Stockholders of the Notice of Non-
       Voting Status; and

   (b) the Debtors provide the Nominee Stockholders with
       sufficient copies of the Notice of Non-Voting Status to
       forward to the Beneficial Stockholders.

To the extent the Nominee Stockholders incur out-of-pocket
expenses in connection with distribution of the Notice of Non-
Voting Status, the Debtors will reimburse these entities for
their reasonable, actual, and necessary out-of-pocket expenses
incurred in this regard.

                        Voting Deadline

To be counted as a vote to accept or reject the Plan, each Ballot
must be properly executed, completed, and delivered to BSI, no
later than 5:00 p.m. Eastern Time, on October 15, 2003, by:

    (i) first-class mail, in the return envelope provided with
        each Ballot;

   (ii) overnight courier; or

  (iii) personal delivery.

                   Vote Tabulation Procedures

A. Ballot Tabulation

   Solely for purposes of voting to accept or reject the Plan and
   not for the purpose of the allowance of, or distribution on
   account of, a claim, and without prejudice to the Debtors'
   rights in any other context, each claim within a class of
   claims entitled to vote to accept or reject the Plan will be
   temporarily allowed in an amount equal to the amount of the
   claim as set forth in a timely filed proof of claim.  If no
   proof of claim was filed, the claim will be allowed at an
   amount set forth in the Schedules.  However, the general
   procedure will be subject to these exceptions:

   (a) If a claim is deemed allowed in accordance with the Plan,
       the claim is allowed for voting purposes in the deemed
       allowed amount set forth in the Plan;

   (b) If a claim for which a proof of claim has been timely
       filed is marked as contingent, unliquidated, or disputed,
       the claim will be temporarily allowed for voting purposes
       only, and not for purposes of allowance or distribution,
       at $1;

   (c) If a claim has been estimated or otherwise allowed for
       voting purposes by Court order, the claim is temporarily
       allowed in the amount so estimated or allowed by the Court
       for voting purposes only, and not for purposes of
       allowance or distribution;

   (d) If a claim is listed in the Schedules as contingent,
       unliquidated or disputed, then the claim will be
       disallowed for voting purposes and for purposes of
       allowance and distribution, given the claim was not:

       -- filed by the applicable bar date for the filing of
          proofs of claim established by the Court; or

       -- deemed timely filed by a Court order before the Voting
          Deadline, unless the Debtors have consented in writing;
          and

   (e) If the Debtors have served an objection to a claim at
       least ten days before the Voting Deadline, the claim will
       be temporarily disallowed for voting purposes only and not
       for purposes of allowance or distribution, except to the
       extent and in the manner as may be set forth in the
       objection.

   If any creditor seeks to challenge the allowance of its claim
   for voting purposes in accordance with these procedures, the
   creditor must serve on the Debtors and file with the Court, a
   motion for an order temporarily allowing the claim in a
   different amount for purposes of voting to accept or reject
   the Plan on or before the 10th day after the later of:

    (i) service of the Confirmation Hearing Notice; and
   (ii) service of notice of an objection, if any, to the claim.

   The creditor's Ballot will not be counted unless temporarily
   allowed by the Court for voting purposes, after notice and a
   hearing.

   Furthermore, the Debtors propose that:

   (a) if no votes to accept or reject the Plan are received
       with respect to a particular class, the class will be
       deemed to have voted to accept the Plan;

   (b) whenever a creditor casts more than one Ballot voting the
       same claim before the Voting Deadline, the last Ballot
       received before the Voting Deadline be deemed to reflect
       the voter's intent and thus to supersede any prior
       Ballots; and

   (c) creditors must vote all of their claims within a
       particular class under the Plan, whether or not the claims
       are asserted against the same or multiple Debtors, either
       to accept or reject the Plan and may not split their
       votes, and a Ballot that partially rejects and partially
       accepts the Plan will be deemed a vote to accept the Plan.

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

   -- any Ballot received after the Voting Deadline unless the
      Debtors have granted in writing an extension of the Voting
      Deadline with respect to the Ballot;

   -- any Ballot that is illegible or contains insufficient
      information to permit the identification of the claimant or
      interest holder;

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

   -- any Ballot cast for a claim scheduled as unliquidated,
      contingent, or disputed for which no proof of claim was
      timely filed;

   -- any unsigned Ballot; and

   -- any Ballot transmitted to BSI by facsimile.

   Ballots that are properly completed, executed, and timely
   returned to BSI, but do not indicate an acceptance or
   rejection of the Plan, partially accept and partially reject
   the Plan, or indicate both an acceptance and rejection of the
   Plan, will be counted as votes in favor of acceptance of the
   Plan.

B. Master Ballot Tabulation

   With respect to the tabulation of Master Ballots and Ballots
   cast by Master Ballot Agents and beneficial owners, for
   purposes of voting, the amount that will be used to tabulate
   acceptance or rejection of the Plan will be the Record Amount
   -- the principal amount held as of the Record Date.  
   Accordingly, these additional rules will apply to the
   tabulation of Master Ballots and Ballots cast by Master Ballot
   Agents and beneficial owners:

   (a) Votes cast by beneficial owners through a Master Ballot
       Agent will be applied against the positions held by these
       entities in the applicable security as of the Record Date,
       as evidenced by the record and depository listings.  Votes
       submitted by a Master Ballot Agent, whether pursuant to a
       Master Ballot or pre-validated Ballots, will not be
       counted in excess of the Record Amount of the securities
       held by the Master Ballot Agent;

   (b) To the extent that conflicting votes or overvotes are
       submitted by a Master Ballot Agent, whether pursuant to a
       Master Ballot or pre-validated Ballots, BSI will attempt
       to reconcile discrepancies with the Master Ballot Agent;

   (c) To the extent that overvotes on a Master Ballot or
       pre-validated Ballots are not reconcilable prior to the
       preparation of the vote certification, BSI will apply the
       votes to accept and to reject the Plan in the same
       proportion as the votes to accept and reject the Plan
       submitted on the Master Ballot or pre-validated Ballots
       that contained the overvote.  However, this is only to the
       extent of the Master Ballot Agent's position in the
       applicable security; and

   (d) For purposes of tabulating votes, each Master Ballot Agent
       or beneficial owner will be deemed to have voted the
       principal amount of its Claim relating to the security.

                         Plan Confirmation

A. Confirmation Hearing

   The Debtors ask the Court to fix October 22, 2003 as its
   Confirmation Hearing Date.  However, the Confirmation Hearing
   may be continued from time to time by the Court or the Debtors
   without further notice except for adjournments announced in
   open court.  

B. Confirmation Hearing Notice

   Simultaneous with the distribution of the Solicitation
   Packages, the Debtors will mail the Confirmation Hearing
   Notice to all creditors and equity security holders, setting
   forth:

   -- the Voting Deadline for the submission of ballots to accept
      or reject the Plan;

   -- the time fixed for filing objections to confirmation of the
      Plan; and

   -- the time, date, and place for the Confirmation Hearing.

   The Debtors will likewise publish the Confirmation Hearing
   Notice, electronically on their website
   http://www.bethsteel.comas well as in the national editions  
   of The Wall Street Journal and The New York Times, not less
   than 25 days before the time fixed for filing objections and
   the Confirmation Hearing.

   Objections or proposed modifications, if any, to confirmation
   of the Plan must:

   (a) be in writing;

   (b) state the name and address of the objecting party and the
       amount and nature of the claim or interest of such party;
  
   (c) state with particularity the basis and nature of any
       objection or proposed modification; and

   (d) be filed, together with proof of service, with the Court
       and served at the addresses set forth in the Confirmation
       Hearing Notice, no later than 4:00 p.m. Eastern Time, on
       October 15, 2003, so that they are received by:

       -- the Clerk of the Court;
       -- attorneys for the Debtors;
       -- attorneys for the Creditors' Committee;
       -- attorneys for the Retirees' Committee; and
       -- the U.S. Trustee for the Southern District of New York.
(Bethlehem Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BMC INDUSTRIES: Interest Payment Deferral Extended to Sept. 15
--------------------------------------------------------------
BMC Industries, Inc.'s (OTCBB:BMMI) lenders have agreed to an
additional temporary deferral of interest payments that extends to
September 15, 2003, the termination date of the company's existing
60-day waiver.

The agreement defers interest totaling approximately $1.1 million.

This is in addition to $687 thousand of interest payments that
were deferred under an earlier temporary deferral agreement dated
July 30, 2003. The earlier agreement, subject to certain
conditions, deferred these interest payments until August 28,
2003.

BMC Industries, Inc., founded in 1907, is comprised of two
business segments: Buckbee-Mears and Optical Products. The
Buckbee-Mears group is the only North American manufacturer of
aperture masks, a key component in color television picture tubes.

The Optical Products group, operating under the Vision-Ease Lens
trade name, is a leading designer, manufacturer and distributor of
polycarbonate and glass eyewear lenses. Vision-Ease Lens also
distributes plastic eyewear lenses. Vision-Ease Lens is a
technology and a market share leader in the polycarbonate lens
segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet (UV) filtering and impact resistant
characteristics.

BMC Industries, Inc. is quoted on the Over-The-Counter Bulletin
Board under the ticker symbol "BMMI." For more information about
BMC Industries, Inc., visit the company's Web site at
http://www.bmcind.com  


BUDGET GROUP: Sale Proceeds Allocation Trial Procedures Approved
----------------------------------------------------------------
William Bowden, Esq., at Ashby & Geddes, in Wilmington, Delaware,
informs the Court that the Official Committee of Unsecured
Creditors of Budget Group Inc., and its debtor-affiliates is fully
supportive of an expeditious and efficient procedure for the
resolution of all issues between the estates before the end of
this year as proposed by the Debtors.  However, the Committee
proposes different timelines within the year-end schedule.  The
Committee wants the Court to conform certain other related
proceedings with respect to the claims determination between the
estates which proceedings were recently commenced by the
Administrator of Budget Rent-a-Car International, Inc.

In late November 2002, the Committee and the Debtors successfully
closed a transaction for the sale of Debtors' assets related to
the Debtors' U.S. operations to Cendant for $110,000,000.  In
March 2003, the Committee, the Debtors, and later with the
assistance of the U.K. Administrator, the parties successfully
closed a transaction for the sale of the Debtors' assets relating
to their international operations to Avis Europe PLC for
$20,000,000.

There are no other material assets in the non-BRACII estates that
have not been liquidated.  The only material asset not yet
liquidated in the BRACII estate is certain pending foreign
litigation against third parties which is not projected to be
resolved in the near future.

The Debtors and the Committee have been working on four primary
aspects of the cases to:

   1. expeditiously formulate and file a reorganization plan
      to achieve a prompt interim dividend to creditors;

   2. evaluate and resolve tens of tens of millions of dollars of
      claims filed against the estates;

   3. resolve certain outstanding disputes with Cendant; and

   4. resolve or litigate inter-estate claims between certain
      domestic entities of the Debtors, primarily Budget Rent-A-
      Car Corporation, or BRAC, and BRACII with respect to
      allocation of sale proceeds and other intercompany claims.

Mr. Bowden contends that resolution of these issues before
yearend is important for a number of reasons:

   (a) The issues between the parties are not so complicated and
       thus, permit the parties adequate time to conduct
       discovery and prepare for trial;

   (b) The Debtors no longer have offices or personnel.  Locating
       records and knowledgeable witnesses becomes more difficult
       with each day;

   (c) The estates are incurring expenses retaining former Budget
       employees and it most efficient and cost effective to
       utilize them for discovery and trial while they remain
       available;

   (d) The Committee's schedule also has the added benefit of
       promoting early and meaningful discussions between the
       parties as both sides will be compelled to focus quickly
       and sharply on the issues; and

   (e) Prompt resolution of the inter-estate claims will further
       the Committee's goal of maximizing the amount of a prompt,
       early dividend to creditors and minimize the time for
       continued accrual of administrative costs against the
       limited estate funds.

The primary distinction between the Committee's proposed schedule
and the Debtors' proposed schedule is that the Committee's
schedule streamlines some of the processes and procedures.  For
instance, the Committee's proposed schedule eliminates the need
for the filing of "position papers" and instead proposes the
filing of a joint, brief statement of the general claims to be
tried.  Otherwise, the Committee's schedule expands somewhat the
time allowed for discovery by shifting some of the internal
deadlines.

The Committee outlines its proposed schedule:

      Deadline                         Event
      --------                         -----
      August 22         Filing of Brief Summary Joint Statement
                        of Claims to be Litigated

      August 26         Exchange Documents Requests

      September 5       Productions of Responsive Documents and
                        Identification of Known Potential
                        Witnesses, including Expert Witnesses

      October 15        Completion of all depositions,
                        submissions of supplemental document
                        request and filing of discovery motions,
                        other than discovery relating to expert
                        witnesses or discovery motions related to
                        discovery not yet answered

      October 30        Exchange of Expert Reports

      November 11       Completion of Expert Depositions

      November 19       Joint Pre-Trial Statement

      December 5        Pre-trial Briefs and Pre-Trial Motions

      Within 30 days,   Trial
      subject to the
      Court's calendar

Mr. Bowden notes that the proposed litigation schedule includes
dates for the briefing and argument as to the law applicable to
the resolution of the intercompany claims between BRAC and
BRACII.  Further, the Debtors' proposed litigation schedule
contemplates resolution of the intercompany claim disputes in
connection with the other claims between the estates.

The Committee supports this proposal as it promotes judicial
economy and fairness.  Much of the litigation on the allocation
issues will involve discovery of the same people and records as
may be required in connection with litigation of the intercompany
claim, and as previously discussed, these records and people are
becoming increasing difficult and costly to access.  Therefore
obtaining whatever discovery is needed is best accomplished at
one time and discovery with respect to issues concerning
allocation should be conducted simultaneously with discovery in
regard to the intercompany claims.

Accordingly, the Committee asks the Court to enter an order
adopting their proposed litigation schedule with respect to all
claims between the BRAC and BRACII estates.

             U.K. Administrator Has Own Schedule Too

Simon Freakley and Gurpal Singh Johal, as administrators of
Budget Rent-A-Car International, Inc.'s insolvency proceedings in
the High Court of Justice, Chancery Division, in London England,
seek to modify the Debtors' proposed litigation schedule.

Mark D. Collins, Esq., at Richards, Layton & Finger P.A., in
Wilmington, Delaware, relates that it is necessary for the Court
to resolve a number of outstanding disputes between BRACC and
BRACII, including:

   1. the nature, extent and validity of BRACC's scheduled
      intercompany claim against BRACII;

   2. the proof of claim filed by the Administrator against
      BRACC for, inter alia, improper termination of the License
      Agreement that granted BRACII the right to use the Budget
      trademark outside of North America, which was terminated in
      connection with the Cendant Acquisition, and significant
      postpetition causes of action related to it; and

   3. the allocation of the Cendant Acquisition Proceeds and the
      EMEA Sale Proceeds between the BRACC and BRACII estates.

The various intercompany claims arise predominantly from the same
set of circumstances and transactions and will necessarily impact
the allocation of the Cendant Acquisition Proceeds and the EMEA
Sale Proceeds.  The resolution of both the intercompany issues
and the allocation of sale proceeds depend on the same two
parties and the same central documents.  Thus, a coordinated
process for adjudicating the Disputes before a single forum will
conserve judicial resources and preserve the estate assets by
minimizing the costs associated with litigation.

The Administrator proposes these most significant changes:

   1. The provision for submission of "Position Papers" and
      responses will be eliminated.  In the place of "Position
      Papers," the Administrator will file a "Statement of
      Claims to be Litigated" which will be no more than two
      pages in length and which will summarize the issues to be
      litigated by the parties.  Thereafter, the parties will:

      (a) conduct discovery to flesh out the disputed issues; and
   
      (b) file pre-trial briefs with the Court.

      Mr. Collins maintains that these briefs will be focused,
      being aided by the discovery already taken, and therefore
      will be useful to the Court.  Moreover, preparing "Position
      Papers" will be time consuming and expensive;

   2. The provision for "Dispositive Motions" will be eliminated
      because there is little point in filing a Motion for
      Summary Judgment on the eve of a bench trial;

   3. Certain dates proposed by the Debtors will be modified to
      afford the parties with a litigation schedule that will be
      more conducive to litigating this matter in a prompt and
      efficient manner.  Rather than condensing a document
      discovery into two weeks, the Administrator's schedule
      follows the Federal Rules of Bankruptcy Procedure.  
      Additionally, more time is allotted for depositions of the
      complex issues, which comprise the Disputes.  The
      depositions should not commence until after the parties
      have reviewed the document production.  All of this is
      accomplished by moving the proposed trial date back only
      one month, from December to January.  Moreover, because the
      Administrator believes that the Court should reserve at
      lease two full trial days, the extra month might
      accommodate the Court's busy year-end calendar more
      readily.

U.K. Administrator outlines its own Schedule:

      Deadline                         Event
      --------                         -----
      August 22         Filing of Statement of Claims to be
                        Litigated by each of the Committee and
                        the Administrator or, preferably, a
                        Joint Statement of Claims to be
                        Litigated.

                        Exchange of Document Requests

      September 8       Hearing on any disputes concerning the
                        Statement of Claims to be Litigated

      September 22      Productions of Responsive Documents and
                        Identification of Known Potential
                        Witnesses, including Expert Witnesses

      October 30        Exchange of Expert Reports

      November 5        Completion of all depositions,
                        submissions of supplemental document
                        requests and filing of discovery motions,
                        other than discovery relating to expert
                        witnesses or discovery motions related to
                        discovery not yet answered.

      November 17       Completion of Expert Depositions

      December 4        Joint Pre-trial Statement
      
      December 15       Pre-trial Briefs and Pre-trial Motions

      January           Two to Three Day Trial
      (dates to be
       selected by the
       Court)

The Administrator also asks the Court to confirm that, for
litigation purpose, BRACC is a "party" that can be served with
discovery pursuant to Rules 7026 to 7034 of the Federal Rules of
Bankruptcy Procedure.  BRACC need not be subpoenaed or served
with a Bankruptcy Rule 2004 examination.

                        *     *     *

Judge Walrath approves the Debtors' Allocation Procedures and
aligns the Committee and the U.K. Administrator as adversaries.  
The Committee will represent the U.S. Debtors and the U.K.
Administrator will represent BRACII.

The proceedings will follow this schedule:

      Deadline                         Event
      --------                         -----
      August 22         Filing of Statement of Claim to be
                        Litigated by each of the Committee and
                        the Administrator or, preferably a Joint
                        Statement of Claims to be Litigated

      August 28         Exchange of Document Requests

      September 8       Hearing on any disputes concerning the
                        Statement of Claims to be Litigated

      September 22      Production of Responsive Documents and
                        Identification of Known Potential
                        Witnesses, including Expert Witnesses

      October 30        Exchange of Expert Reports

      November 5        Completion of all depositions,
                        submissions of supplemental document
                        requests and filing of discovery motions,
                        other than discovery relating to expert
                        witnesses or discovery motions related to
                        discovery not yet answered.

      November 17       Completion of Expert Depositions
   
      December 4        Joint Pre-trial Statement
   
      December 15       Pre-trial Briefs and Pre-Trial Motions

      January 13 & 14   Trial
(Budget Group Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


BURLINGTON: Asks Court to OK Proposed Solicitation Procedures
-------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that time is of essence in the
confirmation of the Burlington Industries Debtors' Amended Plan.  
Accordingly, the Debtors sought and obtained a Court order:

   (a) directing them to mail Solicitation Packages on or before  
       September 12, 2003;

   (b) establishing October 10, 2003 as the Voting Deadline or at
       other date established by the Debtors that is at least 25
       days after service of the Solicitation Packages;

   (c) directing them to file all exhibits to the Plan and the  
       Plan Supplement with the Court and make them available for  
       review on their web site at http://www.burlington.com/on  
       or before September 30, 2003;

   (d) scheduling the Confirmation Hearing on October 30, 2003  
       at 2:00 p.m., Eastern Time;

   (e) setting the deadline to file objections to confirmation of
       the Plan at no later than 4:30 p.m., Eastern Time, on
       October 10, 2003; and

   (f) directing them to file (i) the hearing agenda and related  
       hearing binder for the Confirmation Hearing, (ii) any
       consolidated reply to any Objections to the Plan, and
       (iii) the affidavit of the Solicitation and Tabulation  
       Agent on October 21, 2003.

Furthermore, Judge Newsome approves the proposed Solicitation
Procedures, including the form of the Ballots, the Solicitation
Packages, the Tabulation Rules and the Noteholder Solicitation
Procedures.  The Court also sets August 27, 2003 as the Record
Date for Plan Voting.

                           Ballot Form

The Ballots are based on Official Form No. 14, but have been
modified to address the particular terms of the Plan.  The
appropriate form of Ballot will be distributed to holders of
claims in the classes entitled to vote to accept or reject the
Plan:

Ballot Type         Description
-----------         -----------
Ballot No. 1        Ballot for Class 3 Prepetition Bank Claims  

Ballot No. 2        Ballot for Class 4 General Unsecured Claims  

Ballot Nos. 3A, 3D  Individual ballot to be returned directly to
                    the Solicitation and Tabulation Agent for  
                    Class 4 claims on account of Old Senior Notes  
                    -- the Form A Individual Ballots

Ballot Nos. 3B, 3C  Individual ballot to be returned to a  
                    Master Ballot Agent for Class 4 claims on  
                    account of Old Senior Notes  
                    -- the Form B Individual Ballots  

Ballot Nos. 4A, 4B  Master ballot for Class 4 claims on  
                    account of Old Senior Notes
         
Ballot No. 5        Ballot for Class 5 Convenience Claims  

Class 1 Unsecured Priority Claims and Class 2 Other Secured  
Claims under the Plan are unimpaired and, therefore, are
conclusively presumed to accept the Plan in accordance with
Section 1126(f) of the Bankruptcy Code.  Holders of claims and
interests in Class 6 Penalty Claims, Class 7 Intercompany Claims
and Class 8 Equity Interests under the Plan neither retain nor
receive any property under the Plan.  Therefore, these classes
are deemed to reject the Plan in accordance with Section 1126(g)
of the Bankruptcy Code.  Thus, solicitation of Classes 1, 2, 6, 7
and 8 -- the "Non-Voting Classes" -- under the Plan is not
required, and no Ballots have been proposed for creditors and
interest holders in these classes.

Certain beneficial owners hold Old Senior Notes through brokers,
banks, dealers or other agents or nominees -- the Master Ballot
Agents.  Each Master Ballot Agent will receive both:

   (a) a Master Ballot to be completed by them, and  

   (b) Form B Individual Ballots to be completed by the
       beneficial owners of the Old Senior Notes for whom the  
       Master Ballot Agent provides services.   

The Master Ballot Agent then will tally on the Master Ballot the
votes of the Beneficial Owners that return Form B Individual
Ballots, and return the completed Master Ballot to Logan &
Company, Inc. at 546 Valley Road, Upper Montclair, New Jersey    
07043, phone (973) 509-3190, fax (973) 509-3191.
         
                         Tabulation Rules  

A. Unless otherwise provided, a claim will be deemed temporarily
   allowed for voting purposes in an equal amount equal to the
   amount of the claim as set forth in a timely filed proof of
   claim.

B. If a claim is deemed allowed in accordance with the Plan, the
   claim will be temporarily allowed for voting purposes in the
   deemed allowed amount set forth in the Plan.

C. If a claim for which a proof of claim has been timely filed is
   marked as contingent, unliquidated or disputed on its face,
   that claim will be temporarily allowed for voting purposes for
   $1.

D. If a claim has been estimated or otherwise allowed for voting
   purposes by Court Order, the claim will be temporarily allowed
   for voting purposes in the amount estimated or allowed by the
   Court.

E. If a claim is listed in the Debtors' schedules of assets and
   liabilities filed on February 13, 2002 as contingent,
   unliquidated or disputed and a proof of claim was not timely
   filed, the claim will be disallowed for voting purposes.

F. If the Debtors have filed and served an objection to a claim
   at least 15 days before the Voting Deadline, the claim will be
   temporarily allowed or disallowed for voting purposes in
   accordance with the relief sought in the objection.

G. Individual creditors holding claims under the Prepetition
   Credit Facility will be counted solely in the amounts
   identified in the Master Bank Loan List supplied by
   JPMorgan Chase Bank, as agent under the Prepetition Credit
   Facility, subject to the other Tabulation Rules, unless
   the applicable Credit Facility Creditor obtains a Court
   Order allowing the claim in a different amount for voting
   purposes.

H. With respect to the Old Senior Note Claims asserted by the
   holders of the Old Senior Notes, the amounts of the claims
   for voting purposes will be the lesser of:

   (1) the amounts provided to the Debtors by the Indenture  
       Trustee on the Record Holder Register or the Master  
       Ballot Register as applicable, or
     
   (2) the amounts identified by an Individual Record Holder  
       in a Form A Individual Ballot or by a Master Ballot  
       Agent on a Master Ballot, in each case calculated in  
       accordance with the Proposed Solicitation Procedures.  

I. If a claim holder identifies a claim amount on its Ballot
   that is less than the amount otherwise calculated in
   accordance with the Tabulation Rules, the claim will be
   temporarily allowed for voting purposes in the lesser
   amount identified on the Ballot.

                      Tabulation Procedures  

A. Any Ballot that is properly completed, executed and timely
   returned to the Solicitation and Tabulation Agent but does not
   indicate an acceptance or rejection of the Plan will not be
   counted.

B. If a creditor casts more than one Ballot voting the same claim
   before the Voting Deadline, the latest-dated Ballot received
   before the Voting Deadline will be deemed to reflect the
   voter's intent and thus will supersede any prior Ballots.

C. Creditors will be required to vote all of their claims within
   a particular class under the Plan either to accept or reject
   the Plan and may not split their votes.  

D. In the event a Ballot partially rejects and partially accepts
   the Plan, the Ballots will be identified by the Solicitation
   and Tabulation Agent and, to the extent the votes are
   statistically significant, and the Court will determine
   whether to count the Ballot on or before the Confirmation
   Hearing.  

If any claimant seeks to challenge the allowance of its claim for
voting purposes, the claimant is required to file a motion,
pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, for an order temporarily allowing the claim in a
different amount or classification for purposes of voting to
accept or reject the Plan and serve the motion on the Debtors so
that it is received by the later of:

   -- September 10, 2003, and
  
   -- 10 days after the date of service of a notice of objection,  
      if any, to the claimant's claim.  

Any Ballot submitted by a creditor that files a Rule 3018 Motion
will be counted solely in accordance with the Debtors' proposed
Tabulation Rules and the other applicable provisions unless and
until the underlying claim is temporarily allowed by the Court
for voting purposes in a different amount, after notice and a
hearing.

                       Confirmation Notice  

Any objections to the confirmation of the Plan must:  
  
   (a) be in writing;

   (b) state the name and address of the objecting party and the  
       nature of the claim or interest of the party;  

   (c) state with particularity the basis and nature of any  
       objection to the confirmation of the Plan; and  

   (d) be filed with the Court and served on the parties on the  
       Core Group Service List before October 10, 2003, as
       amended from time to time.  

                      Solicitation Packages

The Solicitation Packages will comprise of materials to be
provided to holders of claims and equity interests under
Bankruptcy Rule 3017(d).  It will contain copies of:

   -- the Confirmation Hearing Notice;

   -- the Disclosure Statement;

   -- letters from the Debtors and other constituencies  
      recommending acceptance of the Plan; and

   -- an appropriate form of Ballot, a Ballot return envelope and  
      other materials as the Court may direct.

The Court directs the Debtors to publish notice of the
Confirmation Hearing, the Confirmation Objection Deadline and the
Voting Deadline not less than 20 days before the commencement of
the Confirmation Hearing in the national editions of The Wall
Street Journal and The New York Times.

                        Transferred Claim

With respect to a transferred claim, the Court orders that the
transferee will be entitled to receive a Solicitation Package and
cast a Ballot on account of the transferred claim only if:

   (a) all actions necessary to effect the transfer of the claim  
       pursuant to Bankruptcy Rule 3001(e) have been completed,
       or  

   (b) the transferee files by the Record Date:

       (1) the documentation required by Bankruptcy Rule 3001(e)
           to evidence the transfer, and  
  
       (2) a sworn statement of the transferor supporting the  
           validity of the transfer.

Each transferee will be treated as a single creditor for purposes
of the numerosity requirements in Section 1126(c) of the
Bankruptcy Code and the other voting and solicitation procedures.
         
         Special Solicitation Procedures for Noteholders

With respect to the Noteholders' Old Senior Note Claims:

A. The Debtors will cause a Solicitation Package to be mailed by  
   first class mail, postage prepaid, to:

   (1) each holder of record of Old Senior Notes as of the Record
       Date that hold Old Senior Notes in their own name; and

   (2) each Master Ballot Agent for distribution to Beneficial  
       Owners as of the Record Date.  

B. The Indenture Trustees will be required to provide these
   documents to the Debtors within three business days after the  
   Record Date:

   (1) a list in appropriate electronic or other format agreed to  
       by the Debtors containing the names, addresses and  
       holdings of the Individual Record Holders as of the Record
       Date;

   (2) a list in appropriate electronic or other format agreed to
       by the Debtors containing the names and addresses of the  
       Master Ballot Agents and, for each Master Ballot Agent,  
       the aggregate holdings of the Beneficial Owners for whom  
       the Master Ballot Agent provides services; and  

   (3) accompanying mailing labels.

C. The Debtors will send each Individual Record Holder a  
   Solicitation Package containing the appropriate Form A  
   Individual Ballot.  The Form A Individual Ballot must be  
   completed and returned to the Solicitation and Tabulation
   Agent so that it is received prior to the Voting Deadline.  

D. Upon receipt of the Master Ballot Agent Register, the  
   Solicitation and Tabulation Agent or its agent will:

   (1) contact each Master Ballot Agent to determine the number  
       of Solicitation Packages needed by the Master Ballot Agent
       for distribution to the applicable Beneficial Owners for  
       whom the Master Ballot Agent performs services; and  

   (2) deliver to each Master Ballot Agent a Master Ballot and  
       the requisite number of Solicitation Packages with the  
       appropriate Form B Individual Ballots.

E. The Master Ballot Agents will be required to distribute the  
   Solicitation Packages they receive as promptly as possible to  
   the Beneficial Owners for whom they provide services.
   The Master Ballot Agents will include as part of each  
   Solicitation Package sent to a Beneficial Owner a Form B
   Individual Ballot and a return envelope addressed to the  
   Master Ballot Agent.  The Beneficial Owners then must return  
   the Form B Individual Ballots to the Master Ballot Agent in  
   the manner and by the deadline directed by the Master Ballot  
   Agent in the instructions accompanying the Form B Individual  
   Ballots.  The Master Ballot Agent will summarize the votes of  
   its Beneficial Owners on a Master Ballot.  The Master Ballot
   Agent must return the Master Ballot to the Solicitation and
   Tabulation Agent so that it is received prior to the Voting
   Deadline.  

F. The Debtors will serve a copy of the Solicitation Procedures
   Order, along with a copy of the Motion, on the:
  
   (1) Indenture Trustees;  
  
   (2) Master Ballot Agents; and

   (3) ADP Investor Communication Services, which is an  
       intermediary that processes voting materials for many  
       brokerage firms and banks.

G. With respect to Individual Record Holders and Beneficial
   Owners of Old Senior Notes Ballots, these tabulation  
   procedures will apply:

   (1) All Master Ballot Agents will be required to retain the  
       Form B Individual Ballots cast by the Beneficial Owners  
       for inspection for a period of one year after the Voting  
       Deadline;

   (2) The Solicitation and Tabulation Agent will compare (i) the
       votes cast by Individual Record Holders and Beneficial  
       Owners to (ii) the Record Holder Register and the Master  
       Ballot Agent Register.  Votes submitted by an Individual  
       Record Holder on a Form A Individual Ballot will not be  
       counted in excess of the record position in the Old Senior  
       Notes for that particular Individual Record Holder.  Votes  
       submitted by a Master Ballot Agent on a Master Ballot will  
       not be counted in excess of the aggregate position in the  
       Old Senior Notes of the Beneficial Owners for whom the  
       Master Ballot Agent provides services, as identified in  
       the Master Ballot Agent Register.  

       The submission of a Form A Individual Ballot or a Master  
       Ballot reflecting an aggregate amount of voting claims  
       that exceeds the record position as identified on the  
       Record Holder Register or the aggregate position  
       identified on the Master Ballot Agent Register,  
       respectively, is referred to as an "overvote";

   (3) To the extent that a Form A Individual Ballot submitted by
       an Individual Record Holder contains an overvote or  
       otherwise conflicts with the Record Holder Register, the  
       Solicitation and Tabulation Agent will tabulate the  
       Individual Record Holder's vote to accept or reject the  
       Plan based on the information contained in the Record  
       Holder Register;

   (4) To the extent that a Master Ballot contains an overvote or
       votes that otherwise conflict with the Master Ballot Agent
       Register, the Solicitation and Tabulation Agent will  
       attempt to resolve the overvote or conflicting vote prior  
       to the Voting Deadline;

   (5) To the extent that an overvote or a conflicting vote on a  
       Master Ballot is not reconciled prior to the Voting  
       Deadline, the Solicitation and Tabulation Agent will:

       (i) calculate the percentage of the total stated amount of
           the Master Ballot voted by each Beneficial Owner,  

      (ii) multiply the percentage for each Beneficial Owner by
           the amount of aggregate holdings for the applicable
           Master Ballot Agent identified on the Master Ballot  
           Agent Register, and  

     (iii) tabulate votes to accept or reject the Plan based on
           the result of the calculation.  

  (6) A single Master Ballot Agent may complete and deliver to  
      the Solicitation and Tabulation Agent multiple Master  
      Ballots summarizing the votes of Beneficial Owners of Old  
      Senior Notes.  Votes reflected on multiple Master Ballots  
      will be counted, except to the extent that they are  
      duplicative of other Master Ballots.  If two or more Master  
      Ballots are inconsistent, the latest dated Master Ballot  
      received prior to the Voting Deadline will, to the extent  
      of the inconsistency, supersede and revoke any prior Master  
      Ballot. (Burlington Bankruptcy News, Issue No. 38;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CABLE SATISFACTION: Ability to Continue Operations Uncertain
------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A), a provider of
fixed alternative direct broadband communications services in
Portugal through its subsidiary Cabovisao- Televisao por Cabo,
S.A., announced its financial and operating results for the second
quarter and first six months ended June 30, 2003. All amounts are
presented in Canadian dollars unless indicated otherwise.

                         HIGHLIGHTS

- Total revenue generating units increased 20% to 516,122 as of
  June 30, 2003 compared to 431,247 as of June 30, 2002.

- Blended average revenue per subscriber connection for
  residential services was euro 36.92 ($58.63) for the quarter
  ended June 30, 2003 compared to euro 28.57 ($40.83) for the
  quarter ended June 30, 2002. ARPU for business services was euro
  59.38 ($94.29) for the quarter ended June 30, 2003 compared to
  euro 60.11 ($85.89) for the quarter ended June 30, 2002.

- Operating revenue increased 62% to $42.4 million compared to
  $26.2 million in the second quarter of 2002.

- Net loss was $16.4 million compared to $15.3 million in the
  second quarter of 2002.

                MANAGEMENT'S DISCUSSION AND ANALYSIS

All of the Company's operating revenue and the majority of its
operating expenses originate in Portugal and are recorded in
euros. The Company's financial statements are presented in
Canadian dollars. As of June 30, 2003 and 2002, the exchange rates
for the Canadian dollar and euro were euro 1.00 (equal sign)
$1.5591 and euro 1.00 (equal sign) $1.4972, respectively. As of
December 31, 2002, the exchange rate for the Canadian dollar and
euro was euro 1.00 (equal sign) $1.6564.

                     RESULTS OF OPERATIONS

Operating revenue was significantly higher in the second quarter
of 2003 compared to the same period last year, reflecting a higher
RGU base.

Operating Revenue

Total operating revenue in the second quarter of 2003 increased
62% to $42.4 million compared to $26.2 million in the same period
last year. The higher operating revenue reflects mainly year-over-
year subscriber growth for all services and increased blended
ARPU. Total RGUs rose 20% to 516,122 compared to 431,247 at the
end of the second quarter in 2002. RGUs represent the number of
services purchased by subscribers.

The blended ARPU was euro 36.92 ($58.63) for the quarter ended
June 30, 2003 compared to euro 28.57 ($40.83) for the quarter
ended June 30, 2002. This increase reflects the introduction of
new bundling packages and more services per subscriber.

Operating revenue from cable television services, including pay
TV, was up 43% to $19.9 million compared to $14.0 million for the
second quarter of 2002, reflecting year-over-year RGU growth and a
rate increase of more than euro 1.0 ($1.56 as of June 30, 2003)
implemented in May 2003. High-speed Internet revenue rose 115% to
$9.8 million compared to $4.6 million as a result of higher modem
sales and subscriber growth. Telephony revenue increased 64% to
$12.7 million compared to $7.7 million due to subscriber and
traffic growth.

Business services totaled 19,932 RGUs compared to 10,152 in the
second quarter of 2002. ARPU per business customer was euro 59.38
($94.29) for the quarter ended June 30, 2003 compared to euro
60.11 ($85.89) for the quarter ended June 30, 2002.

On a sequential basis compared to the first quarter of 2003,
operating revenue for the second quarter was up 6% and the Company
added 3,692 net RGUs. This performance is consistent with the
Company's emphasis on maintaining services to existing customers
during the restructuring and refinancing process.

Direct Costs

Direct costs totaled $17.6 million compared to $14.6 million in
the second quarter of 2002. The increase in dollar amount reflects
a higher subscriber base in all services. Direct costs include
mainly programming costs for basic cable television and pay TV
services, as well as transportation costs for high-speed Internet
and interconnection costs for telephony services.

As a percentage of operating revenue, direct costs declined to 41%
compared to 56% in the second quarter last year. This reflects
lower programming costs for cable television services, reduced
interconnection costs, a more favourable call termination pattern
and the implementation of more efficient call routing procedures.

Gross Margin

Gross margin increased to $24.8 million compared to $11.6 million
in the second quarter of 2002. The gross margin percentage
improved to 59% compared to 44% in the year-ago period, reflecting
the factors mentioned above.

Operating and Administrative Expenses

Operating and administrative expenses were $13.4 million compared
to $11.6 million in the second quarter of 2002. The modest
increase relative to the greater scale of operations reflects cost
control efforts.

As a percentage of operating revenue, operating and administrative
expenses declined to 32% compared to 44% in the same 2002 period.
Operating and administrative expenses for both years reflect a new
accounting policy for development costs adopted retroactively in
the third quarter of 2002. Under this new policy, the Company is
expensing a higher proportion of sales and marketing expenses as
incurred, thereby reducing the proportion of such expenses that
were capitalized under the previous accounting policy.

EBITDA

Earnings before interest, taxes, amortization and depreciation
(EBITDA) were $10.1 million compared to negative EBITDA of $0.5
million in the same quarter last year. EBITDA is a key measure
used by management to evaluate the Company's financial
performance.

EBITDA should not be considered a measure of financial performance
under generally accepted accounting principles (GAAP). It should
not be used in isolation or as an alternative to net income
(loss), cash flows from operations, investing and financing
activities, or other financial statement data presented in the
consolidated financial statements as indicators of financial
performance or liquidity. Because EBITDA is not a GAAP
measurement, EBITDA as presented may not be comparable to other
similar titled measures of other companies.

Depreciation and Amortization

Reflecting mainly the significant investment in network build-out
during the past three years, depreciation and amortization was
$19.9 million compared to $10.6 million in the second quarter of
2002.

Other Revenue (Expenses)

Financial expenses totaled $15.0 million compared to $12.2 million
in the same period in 2002. The increase reflects mainly interest
on the Secured Term Loan. The Company recorded restructuring and
other related expenses of $4.6 million in the second quarter of
2003, mainly for professional fees related to its financial
restructuring. These increases were partially offset by a foreign
exchange gain of $13.0 million in the latest quarter, reflecting
mainly the impact of the appreciation of the euro against the U.S.
dollar on the Senior Notes. As a result, other expenses totaled
$6.6 million compared to $4.3 million in the second quarter last
year.

Net Loss and Net Loss per Share

Net loss in the second quarter of 2003 was $16.4 million, or $0.18
per share, compared to a net loss of $15.3 million, or $0.17 per
share in the same quarter last year. The weighted average number
of outstanding multiple voting shares and subordinate voting
shares was 91,367,967 compared to 91,060,670 in the second quarter
of 2002.

                 SIX MONTHS ENDED JUNE 30, 2003

For the first six months ended June 30, 2003, operating revenue
increased 74% to $82.4 million compared to $47.2 million for the
same 2002 period. This increase reflects a larger subscriber base
and higher blended ARPU.

EBITDA was $19.2 million compared to negative EBITDA of $2.7
million in the first six months of last year. The EBITDA
improvement was driven mainly by economies of scale related to
fixed operating and administrative expenses as a result of RGU
growth, rate increases for certain services and cost-cutting
measures.

                          BALANCE SHEETS

Total assets decreased to $535.8 million as of June 30, 2003
compared to $607.0 million as of December 31, 2002. This reflected
mainly a decrease in capital assets to $472.5 million compared to
$521.3 million at the end of 2002, as depreciation during the
first six months of 2003 was higher than acquisitions of capital
assets.

Total liabilities declined to $562.7 million compared to $598.2
million at the end of 2002. This decrease was due mainly to the
strengthening of the euro against the U.S. dollar.

                  LIQUIDITY AND CAPITAL RESOURCES

The Company used net cash of $9.5 million in operating activities
for the first six months of 2003 compared to $19.9 million in the
same 2002 period. This decrease reflects lower cash used by
operations and slower payment of accounts payable.

Investing activities used net cash of $17.6 million compared to
$105.3 million in the first six months of 2002. This decline
reflects a lower level of network construction due to reduced cash
availability.

Financing activities generated $22.8 million compared to $124.4
million in the first six months of last year. The Company obtained
a euro 14.0 million ($21.9 million as of June 30, 2003) liquidity
line from its bankers in January 2003 through an amendment to its
Secured Term Loan. In the first six months of 2002, the Company
raised net proceeds of $46.3 million at the corporate level
through the issuance of subordinate voting shares and Cabovisao
drew $78.1 million under its credit facility.

As of June 30, 2003, the Company held cash and cash equivalents of
$1.5 million.

On July 21, 2003, the Company executed an amendment to Cabovisao's
credit facility, providing access to an additional euro 6.0
million ($9.3 million as of June 30, 2003) under an interim
liquidity facility committed by Caisse de dpt et placement du
Qubec. Under this agreement, Cabovisao gained immediate access to
euro 1.5 million ($2.3 million as of June 30, 2003) and can access
an additional euro 4.5 million ($7.0 million as of June 30, 2003)
at a later date, subject to satisfactory agreements with its trade
creditors and the satisfaction of other conditions. This financing
will allow Cabovisao to maintain normal service to customers over
the coming months pending the finalization of the restructuring
and refinancing process currently under way. There is no assurance
that Cabovisao will meet the conditions relating to the additional
euro $4.5 million financing.

                       SIGNIFICANT EVENTS

Since December 31, 2002, Cabovisao is in default of certain
financial and operational covenants under its credit facility. The
credit facility consisted of a fully drawn Secured Term Loan of
euro 100 million ($155.9 million as of June 30, 2003) that matured
on December 31, 2002 and undrawn Secured Revolving Advances of
euro 260 million ($405.4 million as of June 30, 2003). On the
maturity date, the credit facility allowed the Secured Term Loan
to be converted into Secured Revolving Advances, the availability
of which was subject to certain financial covenants and
conditions. The Secured Revolving Advances were cancelled on
December 19, 2002 and such conversion did not occur.

The Company has obtained waivers with respect to Cabovisao's non-
compliance and successive extensions of the maturity date of the
Secured Term Loan until October 31, 2003, subject to certain
conditions.

On March 1, 2003, the Company did not make the semi-annual
interest payment on its US$155 million ($210.1 million as of
June 30, 2003) Senior Notes. The grace period with respect to such
payment expired on March 31, 2003 without such payment having been
made.

On June 13, 2003, the Company announced that it had received a
commitment from Capital Communications CDPQ Inc., in connection
with a proposed recapitalization and restructuring plan.

Under the CDP Plan, euro 45 million (approximately $71 million) of
new common equity will be injected into Csii upon the effective
date of the Plan, including a minimum investment of euro 27
million by CDP and any co-investors designated by CDP. The balance
will be raised by providing existing holders of its outstanding
US$155 million Senior Notes the opportunity to subscribe for up to
euro 14 million in new equity and existing Csii shareholders
(including CDP) the opportunity to subscribe for up to euro 4
million in new equity. CDP has undertaken to increase its minimum
investment up to euro 45 million to cover any shortfall in such
balance which is not subscribed by the noteholders or
shareholders.

The ownership structure of Csii following the proposed
recapitalization and restructuring would be as follows (before the
exercise of any warrants or stock options):

- 70% of the equity of the recapitalized Csii, represented by the
  euro 45 million investment;

- 26% of the equity owned by noteholders in exchange for the
  complete equitization of the Senior Notes;

- 4% of the equity owned by Csii's shareholders in exchange for
  the shares held by them.

Assuming the Backstop Commitment is not called upon and all
noteholders and shareholders exercise their rights to subscribe
for equity of Csii, the existing shareholders of Csii (including
CDP) will own 10% of the equity of the recapitalized Csii and the
noteholders will own 48%. The remaining 42% would represent the
euro 27 million of new equity invested by CDP and any co-
investors designated by CDP.

According to the Special Committee of the Board of Directors
formed to review and evaluate the alternatives of the Company, the
CDP Plan was the most attractive offer received by the Company
following the extensive solicitation of potential investors and
evaluation of bids by Rothschild, the Company's financial advisor.

On June 27, 2003, the Company voluntarily filed for and obtained
an order from Quebec Superior Court for protection under the
Companies' Creditors Arrangement Act for an initial 30-day period.
As part of the court order, the Company's annual meeting scheduled
for June 30, 2003 has been postponed up to November 30, 2003. This
court protection was subsequently extended to October 15, 2003.
While Csii is under court protection, the Company's subsidiary in
Portugal, Cabovisao, is not subject to this court order and will
continue to provide normal service to customers.

On July 25, 2003, the Company filed a plan of arrangement and
reorganization with Quebec Superior Court, which is similar in all
material respects to the CDP Plan.

In order for the plan of arrangement and reorganization to become
effective, a court-supervised vote will be required to obtain
consent from Csii's unsecured creditors as prescribed by Canadian
law. In addition, implementation of any court-sanctioned plan will
require or be subject to the approval of Cabovisao's bank
syndicate, satisfactory agreements with Cabovisao's trade
creditors, the execution of definitive documentation and the
satisfaction of other customary conditions. There can be no
assurance that the plan of arrangement and reorganization will be
completed successfully or on the terms announced.

Furthermore, one holder of approximately 34% of the outstanding
unsecured Senior Notes has indicated that it will not vote in
favour of the proposed plan of arrangement and restructuring and
that it may propose an alternate plan. The Company continues
discussions with such holder and, until a credible superior
proposal is presented, continues to believe that the CDP Plan is
the best alternative available for the Company and its
stakeholders.

Given this context, there is significant uncertainty regarding the
Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments to the amounts
and classifications of the assets and liabilities that might be
necessary should the Company be unable to continue as a going
concern.

             Financial Statements and Other Information

The Company's financial statements and accompanying notes for the
second quarter and first six months ended June 30, 2003 are
available in PDF format on SEDAR and on its Web site at
http://www.csii.ca Additional information regarding the Company's  
filing under the Companies' Creditors Arrangement Act is available
on its Web site under "Publications".

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao - Televisao
por Cabo, S.A. provides cable television services, high-speed
Internet access, telephony and high-speed data transmission
services to homes and businesses in Portugal through a single
network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".


CHIQUITA BRANDS: Sells Stake in Florida Citrus Joint Venture
------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) has sold the
company's interest in a Florida citrus joint venture, The Packers
of Indian River, Ltd., to its joint venture partner for an
undisclosed amount of cash and the assumption of debt.

Based in Fort Pierce, Fla., the Packers of Indian River is a
produce company that grows and packs grapefruit and other citrus
products.  The company's assets include two packing houses and
approximately 6,000 acres of groves.

Chiquita Brands International (S&P, B Corporate Credit Rating,
Positive) is a leading international marketer, producer and
distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana
producers in the world and a major supplier of bananas in North
America and Europe. Sold primarily under the premium Chiquita(R)
brand, the company also distributes and markets a variety of other
fresh fruits and vegetables.  Additional information is available
at http://www.chiquita.com  


CINRAM INT'L: S&P Assigns BB Rating to $1.2B Senior Secured Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
rating to Cinram International Inc.'s proposed US$1.2 billion
three-tranche senior secured credit facility. At the same time,
Standard & Poor's assigned its 'BB' long-term corporate credit
rating to the company. Toronto, Ontario-based Cinram is one of the
world's largest manufacturers of pre-recorded multimedia products,
such as CDs and DVDs. The outlook is stable.

Of the US$1.2 billion available under the proposed credit
facility, US$1.05 billion is expected to fund the acquisition of
certain assets from AOL Time Warner Inc., while the remaining
US$150 million is expected to be available for general corporate
purposes on a revolving basis. The credit facility consists of a
US$150 million revolving tranche due 2007; a US$150 million term
loan A tranche due 2007; and a US$900 million tranche B due 2009.
Pro forma the acquisition, operating lease-adjusted total debt is
estimated at C$1.5 billion.

"The rating on Cinram's proposed secured credit facility equals
the long-term corporate credit rating on the company as the
analysis of the collateral package indicates that in the event of
default or bankruptcy, lenders could expect only a modest recovery
(less than 50%) of the principal," said Standard & Poor's credit
analyst Barbara Komjathy. The credit facility is secured by a
perfected first-priority lien on substantially all of Cinram's and
its subsidiaries' assets and capital stock. In addition, Cinram
and its subsidiaries have provided unconditional guarantees to
eliminate structural subordination. Standard & Poor's applied its
distressed enterprise value methodology to determine the recovery
prospects of the borrowings under the credit facility, as Cinram's
business is considered reorganizable and the credit facility is
secured by substantially all the assets of the company. Elements
of a default scenario could include the loss of a major contract,
particularly the AOL Time Warner supply agreement, and erosion of
margins, due to capacity and pricing pressures.

The ratings on Cinram largely reflect the risk associated with
customer and product concentration in the longer term, the
integration risks represented by the scope of the assets acquired
from AOL Time Warner, and the fundamental commodity-like nature of
the media replication industry, which is also subject to shifts in
technology and availability of winning content. The ratings are
supported by the rapid growth prospect for DVDs, the degree of
revenue and margin stability attributable in the medium term to
the company's key contracts, such as the AOL Time Warner and the
Twentieth Century Fox agreements, and management's proven track
record in adapting to changing technologies and achieving solid
operating margins. In addition, the company's credit measures are
in line with the ratings category and Cinram generates relatively
strong discretionary cash flow, which should allow for material
annual debt reductions.

The stable outlook reflects Standard & Poor's expectation that
Cinram will successfully integrate its acquired assets in 2004,
maintain its strong global market positions, and rapidly reduce
debt outstanding. In particular, Standard & Poor's anticipates
that the company will repay C$400 million-C$500 million of debt by
the end of 2005.


CMS ENERGY: Tom Webb to Present at Lehman Brothers Conference
-------------------------------------------------------------
CMS Energy's (NYSE: CMS) chief financial officer, Tom Webb, will
provide a Company overview at the Lehman Brothers CEO Energy/Power
Conference on Thursday, Sept. 4.  Webb's presentation is scheduled
to start at 8:40 a.m. EDT.

Those interested may participate in an audio Internet webcast of
the presentation by going to the CMS Energy home page,
http://www.cmsenergy.comand selecting "Lehman Brothers CEO  
Energy/Power Conference, Presentation by Tom Webb, Chief Financial
Officer, at 8:40 a.m., EDT, Thursday, September 4."  An audio
replay of the presentation will be available approximately 24
hours after the webcast, and will be archived for a period of 30
days on CMS Energy's website in the "Invest in CMS" section.

CMS Energy (S&P, senior secured rated 'BB-', Rating Outlook
Negative) is an integrated energy company, which has as its
primary business operations an electric and natural gas utility,
natural gas pipeline systems, and independent power generation.

For more information on CMS Energy, visit http://www.cmsenergy.com


CONCERT IND.: NA Operations Continue to Incur EBITDA Losses
-----------------------------------------------------------
Concert Industries Ltd. (TSX: CNG) announced its financial results
for the second quarter and six months ended June 30, 2003.

                      Overview of Results

Second quarter revenue of $40.6 million rose 5.7% from $38.4
million in the first quarter of 2003. The increase in revenue
reflects higher overall volume in the quarter, offset by lower
average selling prices, change in product mix at the Gatineau
plant, and oversupply in the North American market place. Compared
to the second quarter last year, revenue increased 59.2% from
$25.5 million. The increase over the previous year's corresponding
period reflects higher sales volumes in Europe and higher volume
from the Gatineau plant in 2003, which was not in full commercial
production during the same period last year.

For the first six months of this year, revenue was $79.1 million,
compared to $47.6 million for the same six-month period last year.
The comparable period in 2002 includes only one month of the
operating results of Gatineau, as the facility was not in
commercial production until June 1, 2002

Second quarter net loss was $5.9 million and a $8.5 million loss
for the six-month period. This compares with a net loss of $1.0
million and a net loss of $1.2 million for the respective periods
last year. Increases in losses relate to the lower margin products
made in Gatineau, which was in full production in 2003, while the
comparable period in 2002 only includes one month of commercial
production for the facility.

                             EBITDA

Quarter-over-quarter revenue from European operations in the
second quarter increased $0.3 million to $22.6 million and rose
$6.9 million year-over-year from $15.7 million, due to higher
volumes, partially offset by reduced pricing. Six-month revenue
was $44.9 million compared to $31.0 million a year ago. Second
quarter EBITDA from European operations was $3.3 million compared
to $3.6 million in the first quarter of 2003 and $1.8 million in
the second quarter a year ago. Six month EBITDA was $7.0 million
compared to $3.9 million last year. Increases in sales and EBITDA
compared to the same periods last year relate to higher volumes,
reduced waste, and a strengthening Euro compared to the Canadian
dollar.

Quarter-over-quarter revenue from North American operations in the
quarter rose $2.0 million to $18.1 million, due to higher volumes
and lower pricing. Second quarter revenue of $18.1 million is an
increase of 84.7% over the $9.8 million reported in the comparable
quarter in 2002. The increase in revenue is a result of increased
price levels and volume compared to the same period in 2002 when
the Gatineau operations were in its commercial production for only
one month. North American revenue for the six months was $34.2
million compared to $16.6 million last year. Second quarter EBITDA
from North American operations was a loss of $4.8 million compared
to a loss of $2.6 million in the first quarter of 2003 and $0.1
million in the second quarter a year ago. Six month EBITDA was a
loss of $7.4 million compared to $0.1 million last year.

                           Gross Margin

Gross margin of $6.3 million (15.5% of revenue) was lower than the
previous quarter's $6.8 million (17.6% of revenue). The decline in
gross margin reflects competitive conditions in North America, a
reduction in selling prices and a change in the product mix at the
Gatineau plant.

Gross margin in the same quarter a year ago was $6.2 million
(24.3% of revenue). Lower efficiencies at the Gatineau plant, not
included in operating results while in its commercial start-up
phase last year, were the primary factor for the lower gross
margin percentage.

                         Fixed Expenses

Fixed expenses of $7.6 million in the quarter, excluding
amortization and interest expense, increased from $5.8 million in
the second quarter of 2002. Fixed expenses in the same period last
year were $4.3 million, when Gatineau's fixed expenses were not
fully included in operating results. Increases in fixed costs were
due to higher costs to support the restructuring plans and to
support the increased volumes achieved in the second quarter.

                        Management Change

During the second quarter, the Company appointed a new President,
Raoul F.J. Heredia, who has extensive experience in global
manufacturing and distribution, together with a successful track
record of turning around underperforming businesses and maximizing
shareholder value.

                      CCAA Protection Update

The Company remained in violation of certain bank covenants,
defaulted on interest payments to convertible debenture holders
and, with the concurrence of its Senior Secured Lenders, did not
make monthly interest payments and did not make a $2.0 million
principal payment. Due to these factors and other financial and
business related issues, and after attempting alternate financing
arrangements, the Company, subsequent to the second quarter,
announced its intention to enter into a restructuring plan. On
August 5, 2003, Concert Industries Ltd. and its subsidiaries,
Concert Fabrication Ltee, Concert Airlaid Ltee, Advanced Airlaid
Technologies Inc., and Concert ACI Inc, obtained an order from the
Quebec Superior Court providing creditor protection under the
Companies' Creditors Arrangement Act ("CCAA"). Excluded from this
order are the Company's subsidiaries, Concert GmbH and AA-Tech
Systems Advanced Airlaid-Technology GmbH. The Company also
announced additional funding by way of a $13.6 million increase,
subject to certain conditions, in the Company's line of credit
from its current syndicate of financial institutions.

Concert President Raoul Heredia said it is business as usual as
the Company formulates its restructuring plan. "The additional
interim funding of $13.6 million has given us sufficient breathing
room to maintain operations while we craft the necessary plan of
reorganization going forward. Although the overall market remains
particularly challenging, especially in North America, our
immediate emphasis is on improving cash flow from operations. To
that end, we have embarked on a cost efficiency program focusing
on manufacturing efficiencies and waste reduction. I am pleased
with the pace at which operational improvements are now being
implemented in our Gatineau plant. These turnaround efforts
represent the cornerstone on which to build our plan of
reorganization."

                     Additional information

Additional information is contained in the Company's interim
financial statements and management's discussion and analysis,
which are available on the Company's Web site,
http://www.concert.ca and on the Web site of the Canadian  
Securities Administrators, http://www.sedar.com  

Concert Industries Ltd. is an international technology based
company specializing in the development and manufacture of
advanced airlaid materials. Concert's products are key components
in a wide range of personal care consumer products including
feminine hygiene and adult incontinence products. Other
applications include pre-moistened baby wipes, disposable medical
and filtration applications and tabletop products.


CONSECO FIN.: Home City Seeks Stay Relief to Pursue Litigation
--------------------------------------------------------------
Home City, Ltd. asks Judge Doyle to lift the automatic stay to
allow a state court litigation and an American Arbitration
Association arbitration to proceed.

On December 17, 2001, Conseco Finance Servicing Corp. filed a
lawsuit against Home City in Wake County, North Carolina Superior
Court.  Home City asserted compulsory counterclaims on May 17,
2002.

E.D. Gaskins, Jr., Esq., at Everett, Gaskins, Hancock & Stevens,
in Raleigh, North Carolina, relates that Home City did not
receive notice of the Conseco Finance Corp. bankruptcy.  Instead,
its representatives read in newspaper reports that certain Conseco
entities had sought bankruptcy protection.

According to Mr. Gaskins, CFSC asserts that its claims against
Home City are not stayed, but Home City's counterclaims are
stayed and that it intends to go forward in the Wake County
action.  In addition, CFSC has filed an American Arbitration
Association proceeding against Home City.  Home City filed its
interpretation of events with the AAA.  CFSC represents that Home
City's claims are improper due to the automatic stay.

Mr. Gaskins argues that allowing CFSC to proceed against Home
City while not allowing the inverse would be inequitable and a
waste of resources for all involved, including the Court.

Before the Petition Date, Home City entered into a Floorplan
Financing and Security Agreement with Green Tree Financial
Corporation.  CFSC agreed to advance funds to Home City to
finance the acquisition of inventory.  In exchange, Home City
granted CFSC a continuing security interest in the existing and
after-acquired inventory.

On February 28, 2002, Home City breached the Inventory Agreement
by defaulting on its payments due to CFSC.  As per the Agreement,
CFSC accelerated the balance due from Home City, which amounted
to $3,020,952.  Thus far, Home City has not paid its debt.
(Conseco Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


COVANTA ENERGY: Asks Court to Clear Mezerhane et al. Settlement
---------------------------------------------------------------
On January 13, 1999, Covanta Energy Corporation and the Venezuelan
Parties -- Nelson Mezerhane and Fondo de Valores Inmobiliarios
SACA -- entered into a Memorandum of Understanding agreeing to
engage in a Casino Project and form a new corporation to carry out
the Casino Project.  Half of the corporation's shares were to be
owned by the Debtors while the Venezuelan Parties would control
the other half.  Inversora Turistica Caracas, S.A., not a party to
the Memorandum of Understanding, holds certain permits the
Republic of Venezuela issued in connection with the Casino
Projects.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that the Memorandum of Understanding required
the Debtors and the Venezuelan Parties to contribute $200,000
each to the Casino Project to cover expenses incurred while the
casino and entertainment areas were designed and planned.  
Presently, the Debtors and the Venezuelan Parties dispute on each
other's degree of compliance with the agreement.  Funding for the
Casino Project was to come from the sale of debt and equity by
the new corporation pursuant to the Memorandum of Understanding.

Ms. Buell informs the Court that Covanta retained Peckham,
Guyton, Albers & Viets to draw up plans for the Casino.  Peckham
was never paid for its work in connection with the Casino
Project.

As part of the Debtors' efforts to sell and dispose of their
assets in the entertainment industry, Covanta withdrew from the
Casino Project in September 1999 in accordance with the
provisions of the Memorandum of Understanding.  Following that,
on October 6, 1999, Peckham filed a suit against Covanta and
Ogden Entertainment, Inc., in the U.S. District Court for the
Eastern District of Missouri to recover payment for architectural
design services performed in connection with the Casino Project.

On April 17, 2000, Covanta filed a third-party action against the
Venezuelan Parties in the Missouri District Court for breach of
contract, indemnification, conversion, fraud, unjust enrichment
and equitable subrogation.  Covanta alleged that the Claims
Peckham made against it were properly made against the Casino
Project.  The Debtors say the Venezuelan Parties were liable
under any judgment that Peckham may obtain against Covanta.

On December 19, 2000, the Third-Party Complaint was transferred
to the U.S. District Court for the Southern District of Florida.  
On February 28, 2001, Covanta and Peckham settled Peckham's
action against Covanta and Ogden Entertainment for $530,000.  The
settlement provided, among other things, Peckham's general
release of any claim against Covanta and Ogden in connection with
the Casino Project.

In their answer to the Third-Party Complaint, the Venezuelan
Parties asserted counterclaims against Covanta, claiming an
offset against any judgment entered in favor of Covanta.  The
Venezuelan Parties alleged that the Debtors breached the
Memorandum of Understanding by failing to pay its share of the
development costs incurred before Covanta withdrew from the
Memorandum of Understanding.  The Venezuelan Parties further
alleged damages in excess of $1,000,000.  

Accordingly, the Debtors and the Venezuelan Parties engaged in
extensive discussions to resolve their dispute, which resulted in
the execution of the Settlement Agreement.   Without admitting to
any wrongdoing or liability, the Settlement Agreement provides
that:

   (a) Covanta will voluntarily dismiss, with prejudice, its
       claims against the Venezuelan Parties in the Lawsuit, and
       any other existing or future claims arising from or in
       connection to the Memorandum of Understanding, the Permits
       or the Casino Project;

   (b) The Venezuelan Parties will voluntarily dismiss, with
       prejudice, the Counterclaims against Covanta in the
       Lawsuit, and, along with ITC, any other existing or
       future claims arising from or in connection to the
       Memorandum of Understanding, the Permits or the Casino
       Project; and

   (c) Covanta and the Venezuelan Parties will provide a     
       mutual release of any further obligations under the
       Memorandum of Understanding, and the Parties will provide
       a mutual release of any other obligations arising from or
       in connection to the Permits or the Casino Project.

Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, Covanta asks the Court
to approve the terms of the Mutual Settlement, Waiver and Release
Agreement, dated as of June 16, 2003 it executed with the
Venezuelan Parties and ITC.

Ms. Buell asserts that the Settlement is fair and reasonable
because:  

   (a) Covanta has engaged in a thorough analysis of the
       relevant facts and legal precedents.  The Lawsuit involves
       contested factual and legal issues that would be expensive
       and time-consuming to litigate;

   (b) While Covanta believes that the Venezuelan Parties are
       liable for the payments it made to Peckham, and that the
       Counterclaims will prove unsuccessful, it recognizes
       that, because of the relevant legal issues involved, its
       probability of success on the merits is uncertain.  
       Covanta would face considerable delay and cost, including
       additional attorney fees, if forced to continue
       litigating the matter.  In addition, because most or all
       of the Venezuelan Parties' collectible assets are located
       in Venezuela, Covanta would face the difficulty and cost
       of pursuing cross-border enforcement proceedings even if
       it prevailed in the Lawsuit.  The Settlement Agreement
       also benefits Covanta's estate as it will allows Covanta
       to avoid both the cost and uncertainty that would attend
       a protracted legal dispute and the distraction of its
       management team in connection with the litigation;

   (c) The Settlement Agreement provides for full resolution of
       the Lawsuit, as well as any other potential claims arising
       from or in connection with the Permits or the Casino
       Project.  The Settlement Agreement also provides a general
       release for Covanta from any other obligations arising
       under the Memorandum of Understanding; and

   (d) The Settlement Agreement is the product of vigorous arm's-
       length bargaining.  Each of the Parties was represented by
       knowledgeable counsel during the course of the
       negotiations.  The terms of the Settlement Agreement are
       well within the range of reasonableness. (Covanta
       Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)    


DOBSON COMMS: Files Form S-3 re Possible Securities Re-Sales
------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) filed on
August 28, 2003 of a registration statement on Form S-3 with the
Securities and Exchange Commission covering possible re-sales from
time to time by certain shareholders of an aggregate of 686,201
shares of Dobson's Series F convertible preferred stock and
44,166,583 shares of Dobson's Class A common stock that were
issued in connection with the restructuring of American Cellular
Corporation. None of the shares included in the registration
statement will be offered by Dobson Communications. The Form S-3
registration statement has not yet become effective, and is
subject to review and comment by the Securities and Exchange
Commission.

Dobson Communications (S&P, B- Corporate Credit Rating, Stable) is
a leading provider of wireless phone services to rural and
suburban markets in the United States. Headquartered in Oklahoma
City, the rapidly growing Company owns or manages wireless
operations in 16 states. For additional information on the Company
and its operations, visit its Web site at http://www.dobson.net   


DVI INC: Section 341(a) Creditors' Meeting to Convene on Oct. 3
---------------------------------------------------------------
The United States Trustee will convene a meeting of DVI, Inc., and
its debtor-affiliates' creditors on October 3, 2003, 10:30 a.m.,
at the J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, in
Wilmington, Delaware.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Jamison, Pennsylvania, DVI, Inc. is the parent
company of DVI Financial Services, Inc. and DVI Business Credit
Corp. DVI Financial Services, Inc. provides lease or loan
financing to healthcare providers for the acquisition or lease of
sophisticated medical equipment. DVI Business Credit Corp. extends
revolving lines of credit to healthcare providers. The Debtors
filed for chapter 11 protection on August 25, 2003 (Bankr. Del.
Case No. 03-12656).  Bradford J. Sandler, Esq., at Adelman Lavine
Gold and Levin, PC represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $1,866,116,300 in total assets and
$1,618,751,400 in total debts.


EAGLE FOOD CENTERS: Reports Results of Store Sale Auction
---------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates supermarkets in
Illinois and Iowa, has accepted bids for certain assets of 5 of
its stores.

Butera Finer Foods, Inc. emerged as the successful bidder for the
following 3 stores: St. Charles, IL, Lindenhurst, IL and
Naperville, IL (Chicago Avenue location). Supermercado El Guero De
Aurora, Inc. emerged as the successful bidder for the Aurora, IL
store (Farnsworth Avenue location). SVT, LLC emerged as the
successful bidder with respect to the Watseka, IL store.

Eagle intends to submit the results of Friday's auction for
approval by the United States Bankruptcy Court for the Northern
District of Illinois at a hearing in Chicago on September 11,
2003.

The Company continues to pursue opportunities for the balance of
its stores.


ELAN CORP: EPIL Noteholders Further Extend Waivers Until Friday
---------------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) has sought and received
additional agreements from a majority of the holders of the
guaranteed notes issued by Elan's qualifying special purpose
entities, Elan Pharmaceutical Investments II, Ltd., and Elan
Pharmaceutical Investments III, Ltd.  

The agreements extend to September 5, 2003, the EPIL II and EPIL
III noteholders' waivers of compliance by Elan with certain
provisions of the documents governing the EPIL II and EPIL III
notes that required Elan to provide the noteholders with Elan's
2002 audited consolidated financial statements by June 29, 2003.
The waivers had previously been set to expire Friday last week.
Elan did not pay a fee in connection with these waivers.

As previously announced, Elan and its auditor, KPMG, are currently
working to conclude all audit related issues and matters in order
to complete Elan's 2002 Form 20-F as soon as practicable. However,
Elan cannot provide any assurances as to the timing of the
completion and filing of the 2002 Form 20-F.

Elan is focused on the discovery, development, manufacturing, sale
and marketing of novel therapeutic products in neurology, pain
management and autoimmune diseases. Elan shares trade on the New
York, London and Dublin Stock Exchanges.


ENERGY WEST: Wells Fargo Extends Credit Agreement Until Friday
--------------------------------------------------------------
Energy West, Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving the Rocky Mountain states,
announced that Wells Fargo Bank Montana, N.A., has extended its
credit facility through September 5, 2003.  The Wells Fargo credit
facility was originally scheduled to expire on May 1, 2003 and
previously was extended through August 29, 2003.

The other terms of the original credit facility, as previously
modified, remain in full force and effect.

The current extension of the Wells Fargo credit facility gives
Energy West additional time to seek replacement credit facilities
from new lenders.  There is no assurance that Energy West will be
able to obtain a commitment from a replacement lender or negotiate
any further extension with Wells Fargo.

Energy West, Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving the Rocky Mountain states,
has agreed with Wells Fargo Bank Montana, N.A., on an additional
extension of its credit facility through August 29, 2003.

Energy West's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$2.4 million.


EXELON: Raytheon Takes Legal Action Involving Exelon Projects
-------------------------------------------------------------
Raytheon Company (NYSE: RTN) filed a lawsuit in Suffolk County
Superior Court in Massachusetts seeking to protect Raytheon's
rights in connection with the Exelon Mystic and Exelon Fore River
power plant projects in Massachusetts.

Last month, Raytheon transferred care, custody, and operational
control of Fore River, the last of the two power plant projects to
Exelon. Shortly thereafter, Exelon stated that it was exiting the
projects and had commenced the process of an orderly transition of
ownership of the two projects. Exelon also announced that its
project banks would forebear on a default until Aug. 29, 2003.
Since Exelon's announcements, Raytheon has continued to perform
final close-out work on the projects.

The purpose of Raytheon's lawsuit is to obtain adequate assurances
of payment and to protect the Company's rights under its support
agreements.

Raytheon Company (NYSE: RTN), with 2002 sales of $16.8 billion, is
an industry leader in defense, government and commercial
electronics, space, information technology, technical services,
and business and special mission aircraft. With headquarters in
Lexington, Mass., Raytheon employs more than 76,000 people
worldwide.


EXIDE: Committee Asks Court to Stay Plan-Related Proceedings
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Exide
Technologies and debtor-affiliates, asks the Court to stay all
proceedings related to the Debtors' proposed reorganization plan.  
The Committee believes that the filing of the Plan at this time is
premature and contrary to the Debtors' best interests.  Aside from
the fact that the Debtors simply are not ready to emerge from
bankruptcy, the Committee's litigation against the Debtors'
prepetition bank lenders is still pending before the Court.  Until
the pending litigation is resolved, the status and amount of the
Prepetition Bank Lenders' claims will not be known and thus proper
distributions cannot be made and the Plan cannot be confirmed.

The Committee argues that the Debtors' Plan also could not be
confirmed because there is a "settlement" in the Pending
Litigation, which has not been agreed to and never negotiated or
even discussed with the Committee.  At the inception of these
cases, the Debtors waived their right to pursue all actions
against the Prepetition Bank Lenders, leaving the actions to the
Committee and other parties-in-interest to pursue.  Thus, it is
the Committee, not the Debtors, which have been authorized to
prosecute this Pending Litigation.  The Committee maintains that
to avoid the costly waste of time and effort, all proceedings
related to the Plan and the Disclosure Statement must be stayed
because it has not agreed to this "settlement."

The Committee also finds it unfathomable that the Debtors
proposed a Plan, which was not negotiated with it but was
negotiated with the investors in the Prepetition Banks' claims
and the Prepetition Bank Lenders themselves.  Even worse, the
Plan itself is effectively giving Reorganized Exide to the Bank
Lenders while virtually wiping out the interests of all other
creditors.

Despite the Pending Litigation, the Plan transfers virtually all
of the value of the Debtors' businesses to the Prepetition Bank
Lenders, leaving practically nothing for the more than
$1,000,000,000 of claims held by the Debtors' diverse unsecured
creditors.  The Debtors' Plan does, however, grant some real
value to two other groups -- the Debtors' management and outside
professionals.  Under the Plan, the Debtors' management team and
outside professionals will receive significant value in the form
of bonuses, stock grants or options and success bonuses if the
Plan is confirmed.

If the Court does not stay or reschedule the proceedings related
to the Plan or the Disclosure Statement, the Committee suggests
that the Exclusive Periods be terminated so it can propose and
pursue an alternative plan.

The Debtors and the Prepetition Bank Lenders continue to assert
that the Debtors must exit from bankruptcy before the end of
2003, and both are proceeding on this timetable.  Given this, the
Committee is concerned that there will be little time for other
parties to present an alternative Plan unless the Exclusive
Periods are terminated immediately.  If not terminated, the
Debtors' Exclusive Periods will continue until October 7, 2003 --
about a month before the Debtors intend to exit from bankruptcy.  
The Committee believes that the Debtors will attempt to use the
Exclusive Periods as a weapon to railroad all other parties into
accepting their Proposed Plan.

Although the Committee has stated its opposition to this
timetable, the Debtors refuse to take any steps to alter the
timetable but have even taken affirmative steps to show their
commitment to it.  Most notable, the Committee points out that
the Debtors and the Prepetition Bank Lenders are forcing Exide's
hasty exit so that the valuation of the enterprise will be
assessed at a time when the business has not yet realized all of
the benefits of its restructuring.  As a result, the Debtors'
Plan is premised on an artificially low valuation of their
business.

The Committee assures the Court that it will endeavor to actively
file an alternative plan, which will be based on the draft term
sheet.  It will include a more typical capital structure for the
Reorganized Debtors, one that is reasonably leveraged with debt
and which uses the remaining equity to provide a fully valued
return to all creditors, including the unsecured creditors.

         Equity Committee Supports Creditors' Request

The Official Committee of Equity Security Holders also believes
that the Debtors' proposed timetable for exiting from Chapter 11
is improvident.  Indeed, if the Debtors are allowed to confirm a
plan in the next few months, the Equity Committee believes that
the Debtors' entire reorganization will boil down to two feats --
fixing the company for the exclusive benefit of secured lenders
and insulating those lenders from any challenge to such benefit.

The Debtors cite 18 restructuring achievements, including plant
closings, downsizing, consolidations, contract rejections and
renegotiations and the development of a new business plan.  Taken
together, these improvements will soon result in increased
revenues, better margins, enhanced cash flows and even a return
to profitability.  Unfortunately, the Equity Committee believes
that the Debtors are intent to emerge from bankruptcy before
their restructuring efforts have been recognized.  The Equity
Committee believes that given additional time, the Debtors'
enterprise value will increase dramatically as the business plan
will take hold.

With current industry trends, favorable exchange rates and a
short history of exceeding their projections, the Equity
Committee tells the Court that the Debtors have a promising
future and substantial upside.  But, based entirely on the timing
controlled by Bank Lenders, all that upside is being undervalued
and handed to the Bank Lenders under the pretext that they are
being impaired.

The Debtors aim to avoid defaulting the DIP and Standstill
Agreement otherwise the Banks will foreclose against them.  But
the Equity Committee contends that if the Debtors are allowed to
cram down a Plan by mid-November to avoid foreclosure, the
constituencies represented by the Creditors' Committee and Equity
Committee will receive next to nothing.  Thus, the Committees'
expected recoveries would be scarcely affected by a default under
the DIP Agreement and the Standstill Agreement.  The only
constituencies whose position would deteriorate as a result of
default and disclosure are the Banks themselves and they can
prevent this by simply deciding not to foreclose.

For these reasons, the Equity Committee supports the Creditors'
Committee's request to stay all plan-related proceedings or, in
the alternative, terminate the Debtors' exclusivity. (Exide
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GAUNTLET ENERGY CORP: Completes Independent Reserves Evaluation
---------------------------------------------------------------
Gauntlet Energy Corporation obtained an order, on June 17, 2003,
from the Court of Queen's Bench of Alberta providing creditor
protection under the Companies' Creditors Arrangement Act. The
Court order provided for the appointment by the Court of a Monitor
and an interim stay of proceedings and restraint of certain rights
and remedies against the Company. The purpose of the stay period
order is to provide the Company with relief designed to stabilize
operations and business relationships with customers, vendors,
employees and creditors and to permit the Company to develop a
financial restructuring plan to present to its creditors.

As part of the process to develop a financial restructuring plan
under CCAA, the Company recently completed independent reserves
evaluations effective August 1, 2003. As a result of the downward
reserve revisions recognized in these evaluations during Q2 2003
and lower commodity pricing at June 30, 2003 the application of
the ceiling test resulted in a write-down of $58.5 million to
property and equipment.

There is no assurance that the Company will be able to restructure
its financial affairs or that such efforts will improve the
financial condition of the Company.


GAUNTLET ENERGY: June 30 Working Capital Deficit Tops $81 Mill.
---------------------------------------------------------------
On June 17, 2003, Gauntlet Energy Corporation obtained an order
from the Court of Queen's Bench of Alberta providing creditor
protection under the Companies' Creditors Arrangement Act. The
Court order provided for the appointment by the Court of a Monitor
and an interim stay of proceedings and restraint of certain rights
and remedies against the Company. The purpose of the stay period
order is to provide the Company with relief designed to stabilize
operations and business relationships with customers, vendors,
employees and creditors and to permit the Company to develop a
financial restructuring plan to present to its creditors.

The Company's ability to continue as a going concern is dependent
on the ability of the Company to restructure its financial
affairs, including the continuing support of the Company's lender,
the Company's ability to realize sufficient proceeds through a
sale of some or all of its assets to fund a Plan of Arrangement,
and the Company's ability to negotiate a Plan of Arrangement with
creditors, including satisfactory resolution of outstanding legal
claims, enabling the Company to continue operations. There is no
assurance that the Company will be able to restructure its
financial affairs or that such efforts will improve the financial
condition of the Company.

The Company's Q2 2003 cash flow from operations was lower than Q2
2002 primarily due to lower production volumes. The Company's cash
flow from operations for the first six months of 2003 exceeded the
corresponding period of 2002 due to higher average natural gas
prices and favorable royalty adjustments. The Company reported a
loss during Q2 2003 as opposed to the net income recorded during
Q2 2002 on a quarter and year-to-date basis due to the write-down
of property and equipment during the quarter.

Natural gas production volumes for Q2 2003 are significantly lower
than Q2 2002 on a quarter and year-to-date basis primarily due to
lower Northern area production as well as declines at Three Hills
Creek and the disposition of minor properties during 2002. The
Company's August 1, 2003 independent reserve report indicates
downward revision since April 1, 2003 to proven reserves primarily
related to our Three Hills Creek property.

As at June 30, 2003, the Company's debt and working capital
deficiency totaled $80.9 million which includes obligations
subject to builders' liens and $44.3 million of secured bank debt.
Effective July 1, 2003 the Company and its principal lender
entered into a second Loan Extension Agreement, the terms of which
include the Company complying with all provisions of the CCAA
order and the interim stay of proceedings remaining in force. The
terms of the second Loan Extension Agreement do not constitute a
waiver of the Company's defaults under the original Loan Extension
Agreement dated April 10, 2003, and the lender has reserved all
rights and remedies arising from such defaults.

During June, 2003, the Company announced that Statements of Claim
had been filed against the Company and its directors, underwriters
and engineers by certain shareholders who purchased common shares
under a short-form prospectus of the Company dated November 28,
2002. The offering raised total gross proceeds of $25.0 million
from the sale of 3,205,127 flow-through common shares of the
Company. The Company has previously renounced the full amount of
the gross proceeds of the offering in favor of the purchasers. The
claims are for rescission or alternatively damages in the amount
of $25.0 million. The Company is undergoing mediation proceedings
with respect to the outstanding litigation.

                     RESULTS OF OPERATIONS

Petroleum and Natural Gas Sales

Petroleum and natural gas sales for Q2 2003 were in line with Q2
2002 as the 41% decrease in natural gas sales volumes was offset
by a 78% increase in the natural gas price. Natural gas production
decreased as Northern area production declined significantly. The
Three Hills Creek and Brazeau areas experienced production
declines and the impact of selling the Gadsby Hackett property was
recognized. The winter drilling remediated production from certain
existing wells but did not add any significant new production
volumes.

Petroleum and natural gas sales for the first six months of 2003
were 18% higher than the comparable period of 2002 as the 96%
increase in natural gas sales prices more than offset the 37%
decrease in natural gas production volumes. Production volume
changes were attributable to the properties discussed above.

Royalties and the Alberta Royalty Tax Credit

Royalty expense for Q2 2003 decreased 39% from Q2 2002 due to
significant gas cost allowance and custom processing credits
received from the Crown for 2002 activities. The average royalty
rate declined from 23% in Q2 2002 to 14% during Q2 2003 due to the
previously mentioned credits from the Crown. The ARTC in Q2 2003
was comparable to Q2 2002.

Royalty expense for the first six months of 2003 decreased 12%
from the comparable 2002 level due to the previously mentioned
credits from the Crown. The average royalty rate declined to 18%
for the first six months of 2003 from 24% during the comparable
period of 2002 due to the previously mentioned factors. ARTC on a
year to date basis was also in line with 2002.

Operating Expenses

Operating expense in Q2 2003 decreased 15% from Q2 2002 levels
primarily due to the 42% decrease in boe production volumes.
Operating costs on a unit of production basis increased to
$8.42/boe in Q2 2003 from $5.70/boe in Q2 2002. The increase to
unit operating costs was due to higher fixed costs and lower
production volumes in the Northern area and Central Alberta
facilities.

Operating expense for the first six months of 2003 increased 2%
from the comparable period of 2002 primarily due to higher fixed
costs and lower production volumes in the Northern area and
Central Alberta facilities. Operating costs on a unit of
production basis increased to $8.71/boe for the first six months
of 2003 from $5.32/boe during the first six months of 2002 due to
the same factors.

General and Administrative Expenses

General and administrative expenses increased 41% to $1,589,000 in
Q2 2003 as compared to $1,123,000 during Q2 2002 primarily due to
a provision for severance related to litigation by the former CEO
during Q2 2003. General and administrative expenses increased
substantially on a unit of production basis to $6.35/boe in Q2
2003 from $2.60/boe in Q2 2002 as the impact of lower production
volumes and higher costs increased the rate. The Company
capitalized $112,300 of general and administrative costs directly
attributable to April, 2003, exploration and development
activities in Q2 2003 versus $806,000 related to the full quarter
during Q2 2002. The Company has not capitalized any general and
administrative costs since April, 2003.

General and administrative expenses for the first six months of
2003 were 29% higher than the corresponding period of 2002 and
increased on a unit of production basis to $4.60/boe in 2003 from
$2.21/boe during 2002 for the reasons previously mentioned. The
Company capitalized $311,000 of general and administrative costs
directly attributable to exploration and development activities
during the first six months of 2003 versus $1,032,000 during the
corresponding period of 2002.

Corporate Restructuring Costs

During Q2 2003 the Company initiated a process to pursue strategic
alternatives and after certain Statements of Claim were filed
against the Company related to the November 28, 2002 Prospectus
the Company entered CCAA. Costs specifically related to these
processes are recognized as corporate restructuring costs and
include professional fees, additional credit facility costs, and
consulting and advisory services.

Interest Expense

Interest expense during Q2 2003 and for the first six months of
2003 was 142% and 95% higher than the corresponding periods of
2002 due to higher debt levels and higher interest rates.

Depletion and Depreciation Expense

Depletion and depreciation expense increased significantly during
Q2 2003 to $6,925,000 ($27.69/boe) from $2,055,000 ($4.75/boe) in
Q2 2002. The increase is due to significant downward reserve
revisions at our Snowfall area that were recognized at year-end
2002 based on our 2003 winter drilling results in the area as well
as negative reserve revisions at our Three Hills Creek property
recognized during 2003 and based on independent engineers reserve
evaluations.

Overall depletion and depreciation expense increased significantly
to $11,298,000 ($25.64/boe) for the first six months of 2003 as
compared to $3,276,000 ($4.62/boe) for the corresponding period of
2002. The increase is due to the previously mentioned negative
reserve revisions.

Write-down of Property and Equipment

The Company recently received updated reserves evaluations from
its independent engineers effective August 1, 2003. Net negative
reserves revisions were recognized in comparing these reports to
the previously completed independent engineers reserves effective
April 1, 2003. As a result of the negative reserve revisions
recognized during Q2 2003 which were based on the Company's
recently completed independent reserves evaluations effective
August 1, 2003 and lower commodity pricing at June 30, 2003
($6.60/mcf) versus March 31, 2003 ($7.88/mcf), the ceiling test
resulted in a write-down to property and equipment of $58.5
million.

Income Taxes

Future income taxes recognize a recovery of $18,686,000 in Q2 2003
versus an expense of $850,000 during Q2 2002 in line with the
significant decrease to income (loss) before taxes. The reduction
is primarily attributable to the write-down of property and
equipment previously discussed. A capital taxes recovery was
recorded during Q2 2003 as the write-down of property and
equipment significantly reduces the capital tax base of the
Company. No cash taxes were payable in Q2 2003.

The Company recognized a recovery in future income taxes for the
first six months of 2003 of $18,675,000 versus an expense of
$1,373,000 for the corresponding period of 2002 due to the
previously mentioned write-down. Capital taxes for the six months
ended June 30, 2003 were lower than the corresponding 2002 period
due to the write-down of property and equipment and capital taxes
were the only cash taxes payable in the periods.

As at June 30, 2003, after fully renouncing all flow-through
obligations, the Company has tax pools available in excess of
recorded assets which may generate a benefit to the Company. This
benefit is not recognized on the financial statements as an asset
since there is not sufficient assurance that the Company will be
able to realize this benefit. All flow-through obligations related
to the November 28, 2002 short-form prospectus have been renounced
to investors and are recorded in the financial statements.

Cash Flow and Netback

Cash flow from operations, which is determined before changes in
non-cash working capital, is used by the Company as a performance
measure. Cash flow from operations does not have a standardized
meaning prescribed by Canadian Generally Accepted Accounting
Principles and therefore may not be comparable with the
calculation of similar measures for other companies. Cash flow  
from operations per share is calculated using the same share bases
which are used in the determination of earnings per share.

The Company's cash flow from operations decreased to $3.4 million
in Q2 2003 from $3.8 million in Q2 2002 and decreased on a per
share basis to $0.16 ($0.16 - diluted) during Q2 2003 versus $0.22
($0.19 - diluted) during Q2 2002. Cash flow from operations
increased to $7.6 million for the first six months of 2003 from
$6.1 million during the corresponding period of 2002 and was
relatively consistent on a per share basis at $0.36 ($0.36 -
diluted) for 2003 versus $0.38 ($0.33 - diluted) for 2002. Both
time periods were affected by the considerably higher natural gas
price realized during 2003 versus 2002 and the offsetting impact
of the significantly lower production volumes.

Net Income

The Company experienced a loss of $43,315,000 in Q2 2003 versus
income of $910,000 in Q2 2002 and on a per share basis a loss of
$2.07 ($2.07 - diluted) was recognized in Q2 2003 versus income of
$0.05 ($0.05 - diluted) during Q2 2002. A loss of $43,537,000 was
recognized during the first six months of 2003 versus income of
$1,468,000 during the corresponding period of 2002 and on a per
share basis a loss of $2.08 ($2.08 - diluted) was recognized in
the 2003 period versus income of $0.09 ($0.08 - diluted) during
the 2002 period. The loss recognized during both periods is
primarily attributable to the write-down of property and
equipment.

                 LIQUIDITY AND CAPITAL RESOURCES

The combined debt and working capital deficiency at June 30, 2003
was $80.9 million as compared to $32.7 million at December 31,
2002. This increase is a result of the Company's $55.8 million
2003 capital expenditure program and its lack of success.

At August 29, 2003, the Company had the following securities
outstanding: 20,950,215 common shares; 1,420,847 common share
purchase warrants exercisable at a price of $1.00 per share and
1,457,877 options which are exercisable at an average price of
$3.63 per share.

A Loan Extension Agreement dated April 10, 2003 was entered into
by the Company and the lender as a result of material downward
reserve revisions indicated in the Company's April 1, 2003
independent reserve evaluation of its Northern area reserves, and
the minimal success of the Company's 2002/2003 winter drilling
program which caused the Company's debt levels to increase
substantially. These events further resulted in a reduction of the
Company's maximum borrowing base below the aggregate of the
amounts drawn under the facility and the Company's working capital
deficiency, and the Company being in default of the required loan
covenants. Under the Loan Extension Agreement, the amount
available under the facility was reduced to $49.5 million and the
terms under which these funds were available were amended. The
lender also retained the right to further review the facility at
any time up to June 30, 2003 when the facility was to be repaid in
full, and also retained the right to demand repayment of the
facility at any time. Effective July 1, 2003, as a result of the
Company failing to repay the amounts outstanding under its
revolving production loan facility in full on June 30, 2003, as
required under the Loan Extension Agreement dated April 10, 2003,
and certain other defaults of the provisions contained therein,
the Company and the lender entered into a Second Loan Extension
Agreement, extending the date for repayment of the facility,
including outstanding accrued interest and monthly extension fees,
to September 30, 2003. The terms of the Second Loan Extension
Agreement are subject to the Company complying with all provisions
of the CCAA order and the interim stay of proceedings remaining in
force. The terms of the Second Loan Extension Agreement do not
constitute a waiver of the Company's defaults under the Loan
Extension Agreement dated April 10, 2003, and the lender has
reserved all rights and remedies arising from such defaults.

On July 14, 2003, the Company announced it had engaged an
exclusive financial advisor to the Special Committee of the Board
of Directors in connection with its previously announced process
to develop a financial restructuring plan under the CCAA, and
initiated the stakeholder maximization process for the sale and
restructuring of the Company and its assets. The Company's reserve
engineers were also retained to prepare updated reserve
engineering reports, effective August 1, 2003. Due to downward
reserve revisions contained in the updated independent engineering
reports, the Company recorded a ceiling test write-down at June
30, 2003 in the amount of $58.5 million.

The Company's ability to continue as a going concern is dependent
on the ability of the Company to restructure its financial
affairs, including the continuing support of the Company's lender,
the Company's ability to realize sufficient proceeds through a
sale of some or all of its assets to fund a Plan of Arrangement,
and the Company's ability to negotiate a Plan of Arrangement with
creditors, including satisfactory resolution of outstanding legal
claims, enabling the Company to continue operations. There is no
assurance that the Company will be able to restructure its
financial affairs or that such efforts will improve the financial
condition of the Company. The ultimate outcome of the Company's
financial restructuring plan and an estimate of contingent
losses resulting from various Statements of Claim cannot be
reasonably determined at this time, however, if the going concern
assumption were not appropriate, significant adjustments would be
necessary to the reported carrying values of the Company's assets
and liabilities, revenues and expenses.

In such circumstances the carrying value of the Company's property
and equipment in the amount of $97.3 million may not reflect fair
market value of these assets and the recorded liabilities may be
subject to compromise.

  
GENUITY INC: Classification & Treatment of Claims Under the Plan
----------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, Genuity
Inc., and its debtor-affiliates' the Joint Plan provides for the
classification of Classes of claims and equity interests.  
Pursuant to Section 1123(a)(1), Administrative Expense Claims and
Priority Tax Claims are not classified and the holders of these
Claims are deemed to vote in favor of the Plan because their
claims will be paid in full.  All other Claims and  Interests are
assigned to one of seven Classes:

   * Class 1 - Priority Claims,
   * Class 2 - Miscellaneous Secured Claims,  
   * Class 3 - Bank Group Claims,
   * Class 4 - General Unsecured Claims,
   * Class 5 - Verizon Investments Claims,
   * Class 6 - 510(b) Claims, and
   * Class 7 - Equity Interests.

Class 1 and 2 Claimholders will be paid Cash in the full amount
of their Allowed Claims.  Classes 1 and 2 are unimpaired and are
deemed to accept the Plan.  As consequence, holders of Claims in
these Classes are not entitled to vote.  

The Bank Lenders -- Class 3 Claimholders -- have direct claims
against Genuity Inc., and claims arising from guaranties against
Debtors Genuity Solutions and Genuity Telecom, while Class 4
Claimholders have claims only against a single Debtor,
predominantly Genuity Solutions.  

Pursuant to a separate and independent agreement between the Bank
Lenders and Verizon, Verizon has subordinated certain of its
claims to the Bank Lenders.  Meaning, certain amounts that would
otherwise have been payable to Verizon will be paid instead to
the Bank Lenders.

Classes 3, 4, 5, 6 and 7 are impaired.  However, only Class 3 and
4 Claimholders are allowed to vote since Classes 5, 6 and 7 Claim
and Interestholders will receive no distribution and are deemed
to reject the Plan.  

The Debtors believe that this classification of Claims and Equity
Interests is appropriate and consistent with applicable law.

In detail, the Claims are classified as:

Class   Description          Treatment
-----   ------------         ---------
N/A    Administrative       100% payment in cash
        Claims

N/A    Priority Tax         100%
        Claims                           
                             At the Debtors' option, claimants
                             may be:

                             -- paid in full, in Cash;  

                             -- paid over a six-year period
                                from the date of assessment
                                pursuant to Section
                                1129(a)(9)(c) of the Bankruptcy
                                Code; or

                             -- upon terms as mutually agreed
                                by the parties.


1      Priority Non-Tax     100%
        Claims

2      Miscellaneous        100%
        Secured  Claims                   
                             At the Debtors' option, claimants
                             may receive:
      
                             -- a full Cash payment;

                             -- legal, equitable and contractual
                                rights associated with the claim
                                left unaltered;

                             -- distribution of proceeds from
                                the sale or other disposition of
                                assets securing the claim;

                             -- provision of the indubitable
                                equivalent of the claim; or

                             -- other treatment to which the
                                Holder consents.

3      Bank Group           39-47%
        Claims
                             The allowed Claim holder will
                             receive:

                             (A) Class A Beneficial Interests;
                                 and

                             (B) $514,200,000 Cash plus the Bank
                                 Tranche Amount plus 68% of
                                 Residual Cash, if any, all to be
                                 distributed in accordance with
                                 the terms of the Bank Credit      
                                 Agreement.

4      General Unsecured    10% to 35% projected recovery.
        Claims
                             Pro Rata Shares of Class B
                             Beneficial Interests in Liquidating
                             Trust.

5      Verizon              0%
        Investments Claims

6      510(b) Claims        0%

7      Equity Interests     0%

After distributions have been made to Classes 1 and 2, and after
a reserve has been established for disputed or as yet unasserted
Administrative Claims, Priority Tax Claims, Cure Claims, Priority
Claims and Miscellaneous Secured Claims, to the extent the
Debtors have sufficient cash, the Plan provides for distributions
to Classes 3 and 4. (Genuity Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GEORGIA-PACIFIC: Commences Exchange Offer for Two Senior Notes
--------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) commenced an offer to exchange
its new 7.375 percent senior notes due 2008 and 8 percent senior
notes due 2014 that have been registered under the Securities Act
of 1933 for all of its outstanding 7.375 percent senior notes due
2008 and 8 percent senior notes due 2014, respectively, that
originally were issued by the company in June under Rule 144A and
Regulation S of the Securities Act of 1933.  The terms of the new
notes are substantially identical to the original notes, except
that transfer restrictions and registration rights applicable to
the original notes will not apply to the new notes.

The exchange offer will expire at 5 p.m., Eastern time, Sept. 30,
unless extended.  Tenders of original notes must be made on or
prior to the expiration of the exchange offer and may be withdrawn
at any time on or prior to the expiration of the exchange offer.

Georgia-Pacific also extended until 5 p.m., Eastern time,
tomorrow, its offer, previously scheduled to expire at 5 p.m.,
Aug. 29, to exchange its new 8.875 percent senior notes due 2010
and 9.375 percent senior notes due 2013 that have been registered
under the Securities Act of 1933 for all of its outstanding 8.875
percent senior notes due 2010 and 9.375 percent senior notes due
2013, respectively, that originally were issued by the company in
January under Rule 144A and Regulation S of the Securities Act.  
To date, approximately $1,045,252,000 aggregate principal amount
of these senior notes has been deposited with the exchange agent.

Copies of the prospectus and other documents describing the terms
of the exchange offers, including the related transmittal
materials for use in making tenders, may be obtained from the
exchange agent, The Bank of New York, 101 Barclay Street, Floor
7E, New York, N.Y. 10286, (212) 815-3687.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative) is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals.  With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products distribution segment has long been
among the nation's leading wholesale suppliers of building
products to lumber and building materials dealers and large do-it-
yourself warehouse retailers.  For more information, visit
http://www.gp.com


HALLWOOD REALTY: Hires Morgan Stanley to Explore Alternatives
-------------------------------------------------------------
Hallwood Realty Partners, L.P. (AMEX: HRY) issued the following
statement:

"With regard to the announcement by High River Limited Partnership
on August 19, 2003, that it had increased to $120 per unit the
purchase price in its tender offer to acquire the Partnership, the
Board of Directors of Hallwood Realty, LLC, the general partner of
the Partnership, has carefully considered the revised tender offer
for any and all of the outstanding units of the Partnership at the
revised purchase price of $120 per unit in cash.

"The Board noted that at its direction, its financial adviser,
Morgan Stanley & Co. Incorporated, is actively engaged in a
process of identifying alternatives that may be in the best
interests of the unitholders, including initiating discussions
with prospective parties interested in participating in a
transaction with Hallwood at prices and on terms which the Board
believes would be in the best interest of all partners of
Hallwood, including, without limitation, a merger, reorganization
or liquidation involving Hallwood or any of its subsidiaries or a
purchase, sale or transfer of a material amount of assets by
Hallwood or any of its subsidiaries. The Board believes that
Morgan Stanley should have the opportunity to complete this
process in an appropriate manner and that it is premature for
holders to tender units pursuant to the amended offer.

"The Board also noted that High River's original offer provided
for consideration of $100 per unit and that as a result, in part,
of the Board's prior recommendation that unitholders not tender
their units at that price, and the Board's authorization of Morgan
Stanley to conduct its marketing process, the Offer has been
substantially increased. Having completed its review of the
revised offer, in consultation with its outside counsel and its
financial advisor, Morgan Stanley, the Board has concluded that
the revised offer is also inadequate and not in the best interests
of the unitholders and unanimously recommends that unitholders of
the Partnership not tender their units in the offer."

The Partnership has today filed with the Securities and Exchange
Commission an amendment to its Schedule 14D-9, which sets forth
the factors that the Board considered in reaching its conclusion
with regard to the revised offer. Unitholders may obtain copies of
the amended Schedule 14D-9 by contacting MacKenzie Partners, Inc.
at 1-800-322-2885 toll-free or by email at
proxy@mackenziepartners.com or on the Securities and Exchange
Commission's website at http://www.sec.gov.

The Partnership, a publicly traded Delaware limited partnership,
is engaged in the acquisition, ownership and operation of
commercial real estate assets.

HRP operates in the commercial real estate industry. HRP's
activities include the acquisition, ownership and operation of its
commercial real estate assets. While it is the General Partner's
intention to operate HRP's existing real estate investments and to
acquire and operate additional real estate investments, Realty
also continually evaluates each of HRP's real estate investments
in light of current economic trends, operations, and other factors
to determine if any should be considered for disposition.

As of June 30, 2003, HRP owned 14 real estate assets, located in
six states containing 5,200,000 net rentable square feet. HRP
seeks to maximize the value of its real estate by making capital
and tenant improvements, by executing marketing programs to
attract and retain tenants, and by controlling or reducing, where
possible, operating expenses.

                         *     *     *

               LIQUIDITY AND CAPITAL RESOURCES

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

"HRP's cash position decreased $2,407,000 during the first six
months of 2003 to $29,956,000 as of June 30, 2003. The sources of
cash during the period were $5,402,000 of cash provided by
operating activities and $48,000 from the exercise and issuance of
unit options. The uses of cash were $5,858,000 for property and
tenant improvements, $1,971,000 for scheduled mortgage principal
payments, and $28,000 for loan fees.

"For the foreseeable future, HRP anticipates that mortgage
principal payments, tenant and capital improvements, lease
commissions and litigation costs will be funded by net cash from
operations. We believe that there will be sufficient cash from
operations to meet these needs because HRP had leases in place as
of December 31, 2002 to provide $54,963,000 of minimum rental
payments during 2003. For the prior year of 2002, HRP had leases
in place to provide $55,261,000 of minimum rental payments (based
on leases in place as of December 31, 2001), however the actual
rental payments recorded for 2002 were $61,481,000. Actual rental
payment results for 2002 were greater than the minimum rental
payment amount primarily due to our ability to attract and retain
tenants. For the six months ended June 30, 2003 and 2002, HRP's
actual rental payments were $30,275,000 and $30,690,000,
respectively. Our ability to fund operations in the future will
depend upon continued success in maintaining current occupancy
levels by retaining current tenants and attracting new tenants, as
well as sustaining or increasing rental rates.

"The primary sources of capital to fund any future acquisitions or
developments will be proceeds from the sale, financing or
refinancing of one or more of our properties. HRP has estimated
and budgeted tenant and capital improvements of $15,631,000 and
lease commissions of $2,851,000 for 2003. For the first six months
of 2003, HRP incurred $5,858,000 of tenant and capital
improvements and $1,342,000 of lease commissions of these
estimates. Each quarter Realty reviews HRP's capacity to make cash
distributions. HRP has not made any cash distributions since
February, 1992."


HYDROMET ENV'L: Debentureholders Agree to Forbear Until Dec. 31
---------------------------------------------------------------
Hydromet Environmental Recovery Ltd. (TSX Venture Exchange: YHM.A)
announced that its plant in Newman, Illinois has successfully
processed tin waste slurry and recovered brown tin. The plant has
commenced production this week to recover white tin from tin waste
slurry.

Hydromet further announced that, in accordance with the resolution
passed at a Special Meeting of shareholders held March 10, 2003,
it is proceeding with a 1 for 6 share consolidation and corporate
name change. The proposed new name of the corporation is Stanmet
Limited. The share consolidation and corporate name change is
subject to TSX Venture Exchange approval which is currently being
sought.

Filings made by Hydromet in respect of a $995,000 convertible
debenture are still subject to TSX Venture Exchange approval. As
previously announced in a press release dated October 25, 2002,
the debenture is convertible into Units of Hydromet. Each Unit
consists of one post consolidated Class A Common Share and one
share purchase warrant. For the first eighteen months, the
conversion price is $0.10 per Unit and $0.12 per Unit for
following eighteen months. Each warrant has an expiry date of the
earlier of the last date for exercising the convertible debenture
and two years from the conversion date. Each warrant entitles the
holder to purchase one post consolidation Class A Common Share at
the exercise price of $0.12 per share if conversion occurs on or
before eighteen months from the date of issuance of the Debenture
and $0.15 per share if conversion occurs at anytime after eighteen
months from the date of issuance of the Debenture. Hydromet also
announced that the $995,000 convertible debenture is now closed.

Hydromet has concluded negotiations in respect of an additional
12.5% convertible debenture up to a total of $750,000. The terms
of conversion are the same as described above. The terms and
conditions of the debenture are subject to TSX Venture Exchange
approval.

Hydromet has entered into forbearance agreements in respect of the
above-noted debentures whereby interest payments will not be
payable until December 31, 2003. Any interest accrued prior to
December 31st will be capitalized as principal under the
debentures and subject to the same conversion rights as previously
described.


IMC GLOBAL: Board Declares 7.50% Conv. Preferred Share Dividend
---------------------------------------------------------------
The Board of Directors of IMC Global Inc. (NYSE: IGL) declared an
initial cash dividend of $0.9479 per share on the Company's 7.50%
mandatory convertible preferred stock (NYSE: IGL.M) for the period
of June 30 through September 30, 2003.  The dividend is payable on
October 1, 2003 to mandatory convertible preferred stockholders of
record at the close of business on September 15, 2003.

The Board of Directors also declared a dividend of 2 cents per
share of common stock for the quarter ending September 30, 2003.  
The common stock dividend is payable on September 30, 2003 to
stockholders of record at the close of business on September 15,
2003.

With 2002 revenues of $2.1 billion, IMC Global (S&P, B+ Corporate
Credit Rating, Stable) is the world's largest producer and
marketer of concentrated phosphates and potash crop nutrients for
the agricultural industry and a leading global provider of feed
ingredients for the animal nutrition industry.


IMP INC: Fails to Comply with Nasdaq Listing Guidelines
-------------------------------------------------------
IMP, Inc. (NasdaqSC: IMPXE) announced that on August 22, 2003 it
received notice from the Nasdaq indicating that IMP, Inc. has
failed to comply with Nasdaq's independent director and audit
committee rules set forth in Nasdaq Marketplace Rules 4350(c) and
4350(d)(2).

These Rules require IMP, Inc. to have at least three independent
directors on its board and to have an audit committee consisting
solely of independent directors and with at least three members.
At this time, IMP, Inc. has no independent directors on its board.
Because of its failure to comply with these Rules, IMP, Inc.'s
securities are subject to delisting from the Nasdaq SmallCap
Market. IMP, Inc. is currently in the process of appealing a
decision by Nasdaq to delist its stock from the Nasdaq SmallCap
Market.

There can be no assurances that any request made by IMP, Inc. for
continued listing will be granted. If IMP, Inc.'s stock is
delisted from the Nasdaq SmallCap Market, its stock will not be
immediately eligible to trade on the Over-the-Counter Bulletin
Board (OTCBB) because IMP, Inc. is not at this time, current in
its reporting obligations under the Securities Exchange Act of
1934 which is a requirement in order to be quoted on the OTCBB.
IMP, Inc. plans to take the necessary steps to become eligible for
quotation on the OTCBB, but there can be no assurances that it
will be successful.

As reported in Troubled Company Reporter's July 9, 2003 edition,
IMP, Inc. reported that its independent certified public
accountants, BDO Seidman, LLP has resigned effective June 26,
2003.

The report of BDO Seidman, LLP, dated July 12, 2002, on the
Company's financial statements for the fiscal year ended March 31,
2002, contained an explanatory paragraph that stated that "the
Company continues to experience severe liquidity problems and
absorb cash in its operating activities and, as of March 31, 2002,
the Company has a working  capital  deficiency, is in default
under the terms of certain financing agreements, is delinquent in
the payment of its federal employment taxes, and has limited
financial resources available to meet its immediate cash
requirements.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


INTEGRATED DATA: Proposal to Acquire TransNet Corp. Assets Nixed
----------------------------------------------------------------
TransNet Corporation (OTC Bulletin Board: TRNT), a leading IT
sales and service company, commented on the unsolicited non-
binding letter of intent received from Integrated Data Corp. of
Conshohocken, PA expressing an interest in acquiring all of
TransNet's "assets and business." Integrated Data referred to the
letter in a recent press release. After an evaluation of the
letter, TransNet management determined that it is not in favor of
the proposed transaction and will not pursue it further.

The letter received by the Board of Directors stated that
Integrated Data's proposal was subject to various conditions, one
of which could limit TransNet's use of its own working capital.
More than 60% of the consideration proposed by Integrated Data
would be shares of Integrated Data common stock. TransNet
management considered the proposal in the context of what it
believed was in the best interests of TransNet and its
shareholders. In deciding not to pursue the proposal, management
noted the weak financial condition of Integrated Data; Integrated
Data's questionable viability as a going concern; its recent
emergence from bankruptcy and lack of demonstrable revenue and
profit generation; and the lack of synergy between the two firms'
operations. TransNet's management also took into consideration the
historical trading pattern of Integrated Data's stock,
specifically the extremely thin trading volume and price
volatility. Further, TransNet retained an investment advisor to
assist management in considering the proposal. The advisor
concluded that the proposed transaction posed a significant
economic risk for TransNet and its shareholders. In addition,
Integrated Data's proposal contained certain conditions that would
not be satisfied in order to close the transaction. Based upon
these factors, TransNet has determined not to pursue the matter
further.

TransNet Corporation is a leading IT support organization for
corporate and educational clients. TransNet provides sophisticated
solutions, including system design and integration, help-desk
support services and end-user training. Its clients include
Fortune 100 organizations, primarily in the pharmaceutical, oil
and gas, finance and communications industries, as well as
educational and governmental institutions.


INT'L DATASHARE: Cash Resources Insufficient to Fund Operations
---------------------------------------------------------------
Throughout the second quarter of 2003, International Datashare
Corp continued to realize the benefits of the integration,
rationalization and restructuring of its business. On April 14,
2003, iDc announced an Agreement to a merger between iDc and
Divestco.com, which will enable both companies to join together to
offer clients industry leading geological, geophysical data, and
software offerings that will significantly grow revenues.
Additional cost savings are also expected to be realized.

Revenue for the quarter was $1,805,500 an decrease of 11% from the
first quarter of 2003. The net loss for the quarter was
$1,248,200. With the ESRI platform gaining momentum in oil and gas
companies within Canada, both GEOcarta and the GEOcarta Tools for
ARCGIS are seeing increased interest by companies with operations
in both the US and Canada. Revenues associated with the electronic
versions of the Riley logs surpassed hardcopy sales for the first
time in Riley's history in during the second quarter. iDc fully
expects this trend to continue as customers begin to see the
incomparable quality and coverage of the Riley log inventory in
the US. Further planned enhancements to the delivery system and
the introduction of a transactional ordering system will also
accelerate the growth of these revenues.

iDc is an oil and gas service company. Its primary areas of
operation are Calgary, Alberta, Houston, Texas and Oklahoma City,
Oklahoma. The integration of the recent acquisitions, gives iDc
the capability to provide seismic data management, transcription,
storage and delivery of oil and gas exploration geophysical data.
Riley Electric Log Inc. positions iDc as the leader in North
America for log data and Request Integrated Solutions offers
state-of-the-art seismic archiving technology. These divisions
complement our industry leading open system desktop mapping engine
and analytical tool, GEOcarta.

    Discussion of results for the 6 months ended June 30, 2003

Revenue increased 10% from the previous year. This increase is due
primarily from the Riley Electric Log, Inc. acquisition completed
at the end of the first quarter 2002.

Direct costs increased 27% from the prior year. This is primarily
attributable to the three acquisitions completed in 2002. There
were research and development costs in the quarter as iDc is no
longer deferring those costs. Sales and marketing costs decreased
by 20% from the previous year. General and administrative expenses
increased 33% compared to the previous year. This is due to
restructuring costs and the three acquisitions completed in 2002.

EBITDA was a deficit of $988,200 compared to a deficit of $275,600
from the previous year.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $5 million, while net capital dwindled to
about $3 million from $6 million six months ago.

The Company's consolidated financial statements have been prepared
on the basis of accounting principles applicable to a "going
concern" entity, which assumes that the Corporation will continue
operations in the foreseeable future and will be able to realize
its assets and discharge its liabilities in the normal course of
business.

The Corporation's ability to continue as a going concern is
dependent upon its ability to raise additional funds either
through issuance of debt or equity or to achieve positive cash
flow. At June 30, 2003 the Corporation has indebtedness under its
bank credit facility of $198,800. The credit facility is currently
limited to the lesser of 75% of accounts receivable or $350,000.
At June 30, 2003 the Corporation has outstanding notes payable of
$4,220,500 which are payable on demand.

Although the Corporation has completed equity financings as
outlined in the 2002 year-end results, its future viability is
dependent on the ability to achieve positive cash flow from
operations. Although there is no assurance the Corporation will be
successful in its endeavors, management is confident that it will
be able to secure additional financing until such time as positive
cash flow has been achieved. These consolidated financial
statements do not give effect to any adjustments that may be
necessary should the Corporation be unable to continue as a going
concern.

                         Share capital

As at June 30, 2003 and December 31, 2002, the Corporation had
outstanding 14,963,335 common shares and 726,000 common share
options. At June 30, 2003, the Corporation had 50,000 common share
purchase warrants outstanding. These warrants are exercisable for
common shares at $1.60 per share, expiring in November 2003.

On January 1, 2002 the Corporation adopted the new CICA Handbook
Section on Stock-Based Compensation and Other Stock-Based
Payments, and has continued to account for common share options
granted to employees, officers and directors using the intrinsic
value method. There were no common share options granted in the
six months ended June 30, 2003.

Basic and diluted loss per share has been calculated using the
treasury method and the weighted average number of common shares
outstanding during the June 30, 2003 quarter of 14,963,335.

International Datashare Corporation is a Calgary based company
that markets data and software to companies operating within the
energy industry around the world.


INT'L UTILITY: Fails to Cure Default on 10.75% Senior Notes
-----------------------------------------------------------
As stated in its July 31st press release, the Company did not make
the scheduled August 1, 2003 semi-annual interest payment in the
aggregate amount of US$3,750,000 due on its 10.75% Senior
Subordinated Notes due February 1, 2008 and its 13% Subordinated
Notes due February 1, 2008. Under the terms of the Indentures
governing such notes, the failure to pay would become an Event of
Default on September 1, 2003 if it did not cured by the Company by
such date.

The Company did not make the interest payment by the cure date.

The Company is diligently pursuing a consensual financial
restructuring process, is continuing discussions with several
potential restructuring partners with the resources to provide new
capital, has commenced discussions with noteholders, and expects
to formulate a restructuring plan in the next 30 days.

It is the Company's goal to complete a financial restructuring but
there can be no assurance that it will be successful in achieving
this goal. The Company is carrying on business as usual and
continues to provide its high level of services and products to
customers and continues to pay its suppliers on a timely basis.

Robert Jack, President & CEO said: "Our Company has two priorities
at this time. One priority is to ensure that financial issues
affecting IUSI in Canada have no effect on our operating
businesses. The notes are not secured by the assets of our
operating subsidiaries, Petitjean S.A.S. and IUS (Kansas) Inc.,
nor do such subsidiaries guarantee the Company's obligations under
the notes. An equally important priority is to complete the
financial restructuring in a manner that appropriately takes into
account the interests of all stakeholders."

International Utility Structures Inc. is a world leader in the
manufacture and marketing of metal overhead lighting, power line,
traffic and telecommunications support structures for customers in
more than 100 countries. Headquartered in Calgary, Alberta, IUSI
has manufacturing, design and engineering capacity in the United
States, France and Ireland. The Company's common shares trade on
the Toronto Stock Exchange under the symbol IUS.


INT'L UTILITY: June 30 Net Capital Deficit Widens to $24 Million
----------------------------------------------------------------
International Utility Structures Inc. released results for fiscal
2003, third quarter ending June 30, 2003. All amounts stated are
in U.S. dollars. IUSI is a world leader in the manufacture and
marketing of metal overhead lighting, powerline, traffic and
telecommunications support structures for customers in more than
100 countries. Headquartered in Calgary, Alberta, IUSI also has
manufacturing, design and engineering capacity in North America
and Europe.

            Review of the third quarter of fiscal 2003,
                       ending June 30, 2003

During the third quarter of fiscal 2003, IUSI began to see some
improvement in both European and North American markets. Although
many utility companies continue to delay their capital
expenditures, the Company's backlog is growing.

The new facility in Kansas posted a significant increase in sales
in the third quarter compared to last year and is seeing increases
in both quotations and orders. A soft fourth quarter is expected
but the Company's strengthening backlog should translate into an
improved first quarter for fiscal 2004.

As stated in its July 31st press release, the Company did not make
the scheduled August 1, 2003 semi-annual interest payment in the
aggregate amount of US $3,750,000 due on its 10.75% Senior
Subordinated Notes due February 1, 2008 and its 13% Subordinated
Notes due February 1, 2008. Under the terms of the Indentures
governing such notes, the failure to pay will become an Event of
Default on September 1, 2003 if it is not cured by the Company by
such date. The Company will not make the interest payment by the
cure date. The Company is diligently pursuing a consensual
financial restructuring process, is continuing discussions with
several potential restructuring partners with the resources to
provide new capital, has commenced discussions with noteholders,
and expects to formulate a restructuring plan in the next 30 days.

It is the Company's goal to complete a financial restructuring but
there can be no assurance that it will be successful in achieving
this goal. The Company is carrying on business as usual and
continues to provide its high level of services and products to
customers and continues to pay its suppliers on a timely basis.

                       Operating Results

For the third quarter of fiscal 2003, IUSI reported sales of $21.9
million, a $5.5 million or 33% increase over the $16.5 million
reported for the third quarter of last year. Of this $5.5 million
increase, $3.6 million is due to the increase in the value of the
Euro as compared to the US dollar year over year.

Gross profit for the quarter was $6.6 million, compared to $5.3
million for the same period last year. Gross margin, as a
percentage of sales, was down slightly to 30.1% in the third
quarter of fiscal 2003, compared to 31.8% for the same period last
year, due to the higher steel prices and product mix. Fixed plant,
selling and general administrative expenses were $6.9 million for
the quarter, compared to $7.5 million last year, which included
$1.0 million of plant relocation expenses. Fixed expenses were
actually down 5% compared to last year on a currency neutral
basis.

The net loss for the third quarter of fiscal 2003 was $4.5 million
or $0.40 per share, compared to a net loss of $10.1 million, or
$0.88 per share for the same period last year. Last year's loss
included a write down of $4.4 million relating to the escrow
settlement with Metaltec Holding Corporation, the purchaser of the
Union Metal Group of Companies.

Cash used by operations for the three months ended June 30, 2003,
was $4.3 million compared to $5.3 million for the same period last
year.

At June 30, 2003, net working capital was $15.5 million compared
to $15.9 million at September 30, 2002, while total shareholders'
equity deficit stood at $24 million.

At June 30, 2003, the Company had drawn $1.6 million under its
$9.6 million of operating lines of credit and is using $14.8
million of its $21.5 million factoring facility. These operating
lines and factoring facilities are available to IUSI's European
operations.

                              Outlook

The recent power blackout in Northeastern United States and
Eastern Canada is a testament to the need for significant
improvements and upgrades to the electricity transmission system.
Since 1990, electricity demand in the United States has increased
by 25%, but construction of transmission lines in the United
States has declined by 30%. As funding is made available to
finance these upgrades and additions to the electricity
transmission structure, IUSI will be presented with increased
opportunities.


INVERNIA WEST: Shareholders Approve Lisheen Mine Asset Sale
-----------------------------------------------------------
Ivernia West Inc. reported that shareholders have approved the
sale to Anglo American plc of the Company's 50% participating
interest in the Lisheen Mine. The Company anticipates that the
Lisheen Sale will be completed during September 2003. (All dollar
amounts are in United States dollars).

Ivernia reported a net loss of $1.24 million for the second
quarter, compared with a loss of $1.19 million for the second
quarter of 2002. The primary reasons for the increased net loss
during the second quarter of 2003 compared to the same period in
2002 were non-recurring costs associated with the Irish office
closure following the Lisheen sale ($268,000) and the Magellan
transaction fees ($284,000), substantially offset by a reduction
in interest charges expensed during the period due to lower
interest rates and reduced debt, reduced general and
administrative costs following significant progress during the
quarter in the closure of the Irish office, and an increase in the
foreign exchange gain due to the weakening of the US dollar
against the Euro, Australian dollar and Canadian dollar.

Net cash utilized in investing activities during the second
quarter of 2003 was $2.61 million representing additions to
property, plant and equipment during the quarter. These additions
were in respect of Magellan capitalized expenditure of which $1.29
million related to the buy out of a third party farm-in and
royalty agreement for the Magellan property (note 3), and the
balance of $1.32 million principally related to project
engineering and final feasibility study expenditure in the
quarter. This net cash utilized in investing activities compared
to net cash generated of $8.41 million in the same period in 2002.

Net cash generated from financing activities during the second
quarter of 2003 was $3.85 million of which the main components
were net $700,000 of loans from The Sentient Global Resources
Fund, $1.15 million of advance proceeds against the issue of
convertible notes and warrants of the Company, a $1.7 million
contribution from Sentient for the Magellan joint venture, less
$203,000 of deferred legal fees in respect of the Lisheen Sale and
the convertible notes. This net cash generated from financing
activities compared to net cash utilized of $6.63 million in the
same period of 2002.

As at June 30, 2003 the Company had a working capital deficiency
of $29.90 million compared with a working capital deficiency of
$24.74 million as at December 31, 2002. As at June 30, 2003,
Ivernia had cash and cash equivalents of $1.36 million compared to
$191,000 as at December 31, 2002. As at June 30, 2003 restricted
cash and cash equivalents of $4.19 million represented a cash
collateral deposit in respect of the Project Bonds compared to
$3.47 million at December 31, 2002.

At June 30, 2003, Ivernia's balance sheet shows that its total
shareholders' equity dwindled to about $4.6 million from about
$6.5 million six months ago.

On June 19, 2003, Ivernia signed definitive agreements with
Sentient for a joint venture to develop the Magellan Project.
Pursuant to the Magellan Transaction, Sentient agreed to provide
$4.6 million in financing to Magellan Metals. This amount was
advanced by way of a $1.7 million subscription for 40% of the
shares of Magellan Metals, $2.4 million in secured loans, and $0.5
million in notes which are convertible into shares of Magellan
Metals. The total amount provided by Sentient under these
arrangements was used to refinance certain secured loans granted
by Sentient to IAHL since February 2003.

On July 18, 2003, Ivernia signed a definitive agreement with Anglo
for the purchase by Anglo of the Company's 50% participating
interest in the Lisheen Mine. Pursuant to the Lisheen Sale, Anglo
has agreed to purchase all of the shares of the Company's
subsidiary Ivernia West Limited and its other subsidiaries holding
the Company's interest in the Lisheen Mine for consideration
consisting of an aggregate cash purchase price of $1.8 million and
the assumption by Anglo of all the Company's existing debt
obligations relating to the Lisheen Mine, including outstanding
loans from the project's lenders to IWL's subsidiary Ivernia
Lisheen Finance Limited in the amount of $73.19 million. Of the
$1.8 million purchase price, $0.5 million has already been
advanced to the Company by Anglo and the balance will be received
on completion. A portion of the remaining $1.3 million will
represent the repayment by IWL of certain outstanding indebtedness
to the Company, which repayment will be funded by Anglo on or
after closing of the Lisheen Sale. The Lisheen Sale received
shareholder approval on August 28, 2003 and the Company
anticipates that the Lisheen Sale will be completed during
September 2003.

As a result of the signing of the definitive agreement for the
Lisheen Sale, the Company does not consider it appropriate to
provide further operations review reports on the Lisheen Mine.

                         Operations Review

                Magellan Project, Western Australia

Significant progress was made on the Magellan Lead Project during
the second quarter.

Sentient funding was made available to progress the design work to
develop the project and in particular to update and uprate the
2001 feasibility study to incorporate the additional reserves and
resources from the Cano deposit, the recent pyrometallurgical test
work and pilot plant tests and to update and enhance the
engineering cost base to a bankable standard.

               Design engineering contractor appointed

Proteus, a medium sized engineering design house, was commissioned
to undertake the work to produce an engineered package to meet
bankable standards and to prepare the documentation for the
bidding process for a Procure, Construct and Management contract
for the construction and commissioning of the Magellan Project.

             Complete flotation cell requirement purchased

The entire flotation circuit was procured during the quarter from
the closed Mt Todd gold mine in the Northern Territory of
Australia. The equipment will be moved to the Magellan site during
third quarter. The purchase of this equipment is particularly
important for Magellan as it increases the flotation residence
capacity by approximately 50% above the derived design
requirements from the AMDEL test work and permits the use of a
large volume open circuit first cleaning stage which was always
regarded as highly desirable but difficult to justify at new
equipment prices. It is anticipated that the additional residence
time will be reflected in improved recoveries and treatment
capacity over the original design.

               Simplified concentrate filtration process

A major cost element of the plant is the filtration of the
concentrate because of the fine nature of the material and the
high particle specific gravities. Vacuum based systems do not
function well as the cake is "self-blinding" preventing further
water drainage. Conventional high-pressure systems are effective
but the resultant cake while manageable is still of high moisture
content. A compromise solution of incorporating a ceramic filter
has been adopted as it utilizes a very thin cake thereby limiting
the blinding effect. On-going testwork to prove up the viability
of using a twin-belt press is producing encouraging results and if
selected will provide a lower cost process than that currently
selected. Magellan has taken a purchase option over two suitable
second hand fully refurbished units.

                   Further resource definition

Infill drilling work on the Cano ore-body is currently in progress
and further definition drilling will be undertaken at the adjacent
Gama deposit as well as in the area between the Magellan and Cano
deposits. The closer drill spacing on Cano is desirable as
although the current spacing is adequate for the definition of
proven and probable reserves, the experience in the Magellan
deposit has shown that wider spacing tends to result in an
underestimation of the ore grade from the geo-statistical
constraints on this unusual collapsed structure.

                        Furnace design

Optimization work continued with BJ Industries and has resulted in
a better than expected overall treatment rate, to such an extent
that a two furnace plant will be sufficient to meet all medium
term needs. A more economic source of sodium metal units for the
furnace slag requirements is currently being investigated.

                       Magellan project

Deferred expenditure on the Magellan project during the three
month and six month period ended June 30, 2003 was $2.61 million
and $2.77 million respectively.

In May 2003 the Company entered into a termination agreement with
an Australian mining company to make a payment of A$2.10 million
($1.29 million) to terminate the 1997 farm-in agreement under the
terms of which such mining company was entitled to a royalty of
between A$1 and A$1.75 per ton of ore processed by Magellan Metals
dependent on lead price. The $1.29 million is included in the
above stated deferred expenditure for the three month period ended
June 30, 2003 and was funded out of the proceeds of the Second
Sentient Loan.

On June 19, 2003 the Company signed definitive agreements with
Sentient for a joint venture to develop the Magellan Project.
Pursuant to the Magellan Transaction, Sentient agreed to provide
$4.60 million in financing to the Company's subsidiary Magellan
Metals Pty. Limited. This amount was advanced by way of a $1.70
million subscription for 40% of the shares of Magellan Metals,
$2.40 million in secured loans and $0.50 million in notes which
are convertible into shares of Magellan Metals. The total amount
provided by Sentient under these arrangements was used to
extinguish the First Sentient Loan and the Second Sentient Loan.

On an ongoing basis, 40% of the funding for the Magellan Project
will be provided by Sentient, with 60% to be funded by or on
behalf of Ivernia. If Sentient acquires additional Magellan Metals
shares upon the conversion of Magellan Notes, Sentient's share of
the funding requirement will be increased, with retroactive effect
from June 19, 2003, to the extent of its percentage share
ownership following such conversion. In the event that the Company
is unable to fund its share of contributions to the Magellan
Project, Sentient will make contributions on the Company's behalf
under an interim funding arrangement. Such contributions will be
repaid by Magellan Metals to Sentient out of project cash flow
with interest at a rate that provides Sentient with a 30% internal
rate of return.

The obligations of Magellan Metals under the Magellan Loans, the
Magellan Notes and the Cash Flow Note are secured by a charge over
the assets of Magellan Metals. In addition, IAHL and Polymetals
have guaranteed Magellan Metals' obligations under these
facilities. The guarantees are secured by equitable mortgages over
the Company's shares of IAHL, Magellan Metals and Polymetals. The
events of default which would entitle Sentient to increase its
ownership of Magellan Metals to 51% would also entitle Sentient to
exercise its security.

Prior to the signing of the Magellan Transaction, on June 19,
2003, the Company completed a reorganization of its subsidiaries
with the result that Ivernia Inc.'s interests in the Magellan
Project and the Lisheen Mine are held through separate wholly-
owned subsidiaries.

Following the Magellan Transaction the Company now accounts for
the Magellan joint venture by the proportional consolidation
method. Under this method the Company has included in its balance
sheet at June 30, 2003 its 60% share of the Magellan assets and
liabilities. The 2.53% of the company's share of the Magellan
joint venture that is currently held by minority interests will be
acquired by the company on August 25, 2003.

                          Magellan notes

Pursuant to the Magellan Transaction, Magellan Metals issued $0.50
million of Magellan notes which are convertible into shares of
Magellan Metals. Of the $0.50 million principle amount of the
Magellan Notes, $0.40 million is convertible at Sentient's option
into an additional 9% of the shares of Magellan Metals. If certain
default events occur, then the final $0.10 million of Magellan
Notes will become convertible into a further 2% of the shares of
Magellan Metals. These default events include the inability of the
Company to arrange, by January 31, 2004, project financing for
Magellan Metals from a financial institution. As at June 30, 2003
the Company's 60% proportional share of the Magellan Notes was
$0.30 million.

                           Magellan loans

Pursuant to the Magellan Transaction, Magellan Metals received
$2.40 million of Magellan Loans from Sentient. The Magellan Loans
bear interest at the rate of 15% per annum and are repayable from
Magellan cash flow and must be repaid by June 19, 2012 or such
earlier date on which Sentient ceases to be a shareholder. As at
June 30, 2003 the company's 60% proportional share of the Magellan
Loans was $1.44 million.


LEAP WIRELESS: Providing Adequate Assurance to Five Utilities
-------------------------------------------------------------
In view of the Utility Injunction Order, a host of utility
companies sought further adequate assurance of future payments
from the Leap Wireless Debtors.  The Debtors engaged into
meaningful discussions with these utilities, which discussions
culminated into separate payment concessions.  The utilities are
AT&T Corp., BellSouth Telecommunications, Inc., Qwest Wireless,
Qwest Communications Corporation, and Qwest Corporation.

Accordingly, the Court approves the terms of the Stipulations
between the Debtors and each of the Utilities:

    (1) The Debtors will cure all postpetition invoices the
        Utilities billed but remain unpaid as of June 30, 2003.  
        The Debtors will pay the Postpetition Amounts to each
        Utility within five business days after each Utility
        provides a list of the unpaid invoices;

    (2) To the extent the Debtors and a Utility cannot agree on
        the Postpetition Amounts, the Debtors will pay any
        undisputed portion of the Postpetition Amounts.  The
        parties reserve the right to request the Court for a
        final determination of any Postpetition Amounts.  The
        Debtors will create a reserve under their reorganization
        plan equal to the disputed portion of the Postpetition
        Amounts to the extent the Court has not entered an order
        resolving the dispute;

    (3) The Debtors will remit a postpetition deposit to each of
        the Utilities, equal to the Utility's average expected
        charges for one-half month's utility service:

                  Utility               Deposit Amount
                  -------               --------------
                  AT&T Corp                 $500,000
                  Bellsouth                  750,000
                  Qwest Wireless              12,000
                  Qwest Communications       492,000
                  Qwest Corporation          156,000

    (4) The Debtors will make prepayments to each of the
        Utilities, equal to one-half month's utility service:
       
                  Utility               Deposit Amount
                  -------               --------------
                  AT&T Corp                 $500,000
                  Bellsouth                  750,000  
                  Qwest Wireless              13,650
                  Qwest Communications       499,182
                  Qwest Corporation          695,773

        The invoice or request may be sent by any reasonable
        means available.  The Debtors will identify one or more
        individuals to receive invoices or requests, and will
        provide to each of the Utilities the individuals'
        telephone and facsimile numbers, regular mail address,          
        overnight delivery address and e-mail address.  The
        Debtors cannot make the Prepayments without the invoice
        or request due to accounting and record-keeping concerns.  
        Subsequent Prepayments will be made within 14 days of
        receipt of subsequent invoices or requests and it is the
        parties' intent that payments will be made on a
        regular basis -- every 15 days;

    (5) Pursuant to an Arbitration Award, Qwest Corporation
        will provide a $4,203,301 credit against Cricket
        Communications' Regulated Wholesale and Retail
        prepetition accounts.  Any remaining balance due to
        Cricket will be applied to Cricket's Regulated Wholesale
        postpetition account.  Rather than issuing a refund under
        the Arbitration Award, Qwest Corporation will also
        provide a $1,176,154 additional postpetition credit to
        Cricket's Regulated Wholesale Amounts;

    (6) Within 30 days of the end of each month, or in accordance
        with the parties' normal billing schedule, each of the
        Utilities will send to the Debtors bills for actual
        services provided during the previous month, or
        applicable billing cycle, so that the Debtors and each of
        the Utilities can reconcile the Prepayments to the actual
        services provided.  After the reconciliation, to the
        extent the actual services for a given month exceed the
        Prepayments for the month, the Debtors will pay the
        difference to each of the Utilities within two business
        days of the reconciliation.  To the extent the actual
        services for a given month are less than the Prepayments
        for the month, each of the Utilities will credit that
        amount to the next Prepayment to be made by the Debtors.  
        The parties will use their commercially reasonable
        efforts to complete the reconciliation and payments as
        soon as practicable;

    (7) Upon the effective date of confirmation of the Debtors'
        Plan and payment by the Debtors of any amounts owing to
        each of the Utilities due to services provided after the
        Petition Date through the Plan Effective Date, each of
        the Utilities will refund to the Debtors:

          (i) the Postpetition Deposit, or

         (ii) the portion of the Postpetition Deposit remaining
              after application of the Postpetition Deposit to
              any unpaid amounts owing for postpetition services
              provided before the Plan Effective Date by each
              Utility;

    (8) On the Plan Effective Date AT&T will refund to the
        Debtors the $309,333 portion of the Postpetition Deposit
        or the portion of the Postpetition Deposit remaining
        after application of the Postpetition Deposit to any
        unpaid amounts owing for postpetition services;

    (9) The Debtors and each of the Utilities will designate
        individuals to deal with late payments, missed payments
        and failures to appropriately credit past payments in
        these Chapter 11 cases;

   (10) In the event the Debtors fail to timely pay any
        undisputed postpetition charges for Utility Services,
        each of the Utilities will send, via facsimile, to the
        Debtors or their counsel, a notice of default.  The
        Notice, which will include the amount outstanding, the
        billing date, the invoice number and the Debtors' account
        number.  The Debtors will have three business days from
        receipt of the Notice to cure any default by wire
        transfer or similar good federal funds.  However, nothing
        in the Stipulations will prohibit each of the Utilities
        from pursuing those remedies available to it under the
        terms of its contract with the Debtors, so long as the
        terms of the contracts afford the Debtors a longer period
        of time to cure the default;

   (11) In the event the Debtors do not cure Payment Defaults
        within three business days of receipt of the Notice of
        Default, each of the Utilities may, through an Emergency
        Motion, petition the Court for immediate payment of the
        outstanding invoices, or for relief from the automatic
        stay to discontinue Utility Services to the Debtors;
        provided, however, that the Debtors' objections will be
        returnable no earlier than two business days after the
        filing and service of the petition;

   (12) The Debtors will provide the Utilities, upon written
        request, with their monthly operating reports and cash
        position report;

   (13) Any disputes with respect to charges or reconciliations
        for the Utility Services provided by each of the
        Utilities may be made by Motion to the Court.  The
        Debtors will not be required to segregate any disputed
        amounts during the resolution of the dispute;

   (14) Except as expressly permitted by a Court order, the
        payment made by the Debtors after the Petition Date will
        be applied by each of the Utilities toward the
        postpetition Utility Services and will not be used to pay
        any amounts outstanding to each of the Utilities for
        prepetition Utility Services or as a deposit for future
        Utility Services.  Likewise, the Debtors may not use
        credits earned or arising prepetition to reduce their
        postpetition obligations;

   (15) Each of the Utilities will have the right to petition for
        reconsideration of the Stipulation upon a material
        adverse change in the Debtors' liquidity or other
        material change in the Debtors' circumstances that
        could affect the Debtors' ability to pay for future
        Utility Services.  There will be a presumptive right to
        reconsideration if the amount of Cricket Communications'
        weekly cash balances fall below 90% of the Cash Balance
        line item in its budget; and

   (16) The Stipulations are without prejudice to the Debtors'
        right to seek, by adversary proceeding or otherwise, an
        order prohibiting the termination of a Utility Service
        based on their postpetition default, each Utility's right
        to alter the terms for the provision of new postpetition
        Utility Service ordered by the Debtors pursuant to a
        prepetition agreement, tariff or other arrangement, or
        each party's right to seek an order determining that a
        particular provider is or is not a Utility Company or
        that a service is or is not a Utility Service. (Leap
        Wireless Bankruptcy News, Issue No. 9; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)  


LOUDEYE CORP: Raises $12.2 Mill. in Private Placement Financing
---------------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD), a leading provider of services for
the management, promotion and distribution of digital media, has
entered into a definitive agreement with certain institutional
investors in connection with a private placement of shares of the
Company's Common Stock raising gross proceeds to the Company of
approximately $12,150,000.

Loudeye has agreed to sell an aggregate of 7,838,708 shares of
Common Stock at $1.55 per share.  The investors and placement
agent will also receive warrants to purchase an aggregate of
979,839 shares of common stock at an exercise price of $2.00 per
share.

"This financing strengthens Loudeye's institutional shareholder
base, cash position and balance sheet and puts us in a stronger
position to increase our market share within the digital media
distribution space," said Jeff Cavins, Loudeye's president and
chief executive officer.  "We are pleased with the confidence
shown in Loudeye by these institutional investors."

Loudeye provides the business infrastructure and services for
managing, promoting and distributing digital content for the
entertainment and corporate markets.  For more information, visit
http://www.loudeye.com

As reported in Troubled Company Reporter's April 16, 2003 edition,
the company's independent auditors issued in connection with the
company's audited financial statements for the year ended
December 31, 2002 contains a statement expressing substantial
doubt regarding the company's ability to continue as a going
concern. While the company took a number of steps in 2002 to
reduce its operating expenditures and conserve cash, the company
has suffered recurring losses and negative cash flows, and has an
accumulated deficit. The company is currently pursuing efforts to
increase revenue, reduce expenses and conserve cash in the near
future, however can provide no assurances that these efforts will
be successful.


LTV CORP: Settles Disputes with USA, PA, Ohio, Indiana & Chicago
----------------------------------------------------------------
The LTV Steel Debtors, represented by Leah J . Sellers, Esq., and
Nicholas M. Miller, Esq., at Jones Day in Cleveland, bring a
Motion asking Judge Bodoh's blessings on an agreed stipulation,
order and release among:

       (1) all of the LTV Debtors, including LTV Steel Corp.,
           Jones & Laughlin Steel Incorporated, The LTV
           Corporation, and VP Buildings, Inc., but excluding
           any of the Copperweld Debtors;

       (2) the United States of America in the form of the
           Environmental Protection Agency;

       (3) the Commonwealth of Pennsylvania through The
           Pennsylvania Department of Environmental Protection,
           The Pennsylvania Fish and Boat Commission, and The
           Pennsylvania Game Commission;

       (4) the State of Ohio;

       (5) the State of Indiana through the Indiana Department
           of Environmental Management, and Indiana Department
           of Natural Resources;

       (6) the City of Chicago; and

       (7) Travelers Indemnity Company and Travelers Casualty
           and Surety Company.

The US EPA is represented in this Stipulation by Thomas L.
Sansonetti, Esq., Assistant Attorney General, and Steven R. Baer,
Esq., Senior Counsel, in Washington, and by Gregory A. White,
Esq., United States Attorney in Cleveland.  These attorneys are
joined by John Peter Suarez, Esq., Assistant Administrator for
Enforcement and Compliance Assurance, and by John H. Wheeler,
Esq., Senior Attorney with the Office of Enforcement and
Compliance Assurance in Washington.  The Commonwealth of
Pennsylvania is represented by Michael D. Bedrin, Esq., Chief
Counsel, Gail A. Myers, Esq., and Diana J. Stares, Esq.,
Department of Environmental Protection, by Dennis T. Guise, Esq.,
and Laurie E. Shepler, Esq., at The Pennsylvania Fish and Boat
Commission, and by Vernon R. Ross, Executive Director, and William
R. Pouss, Esq., Chief Counsel, for The Pennsylvania Game
Commission.  The City of Chicago participates through N. Marcia
Jimenez, Commissioner, and Diane M. Pezanoski, Esq., Deputy
Corporation Counsel, while the State of Indiana is represented by
Steve Carter, Esq., as Attorney General, and Timothy J. Junk,
Esq., Trial Counsel and Deputy Attorney General.  The Indiana
Department of Environmental Management appeared through Lori
Kaplan, Commissioner, and the Indiana Department of Natural
Resources through John M. Davis, Deputy Director.  The State of
Ohio participated through John K. McManus, Esq., Assistant
Attorney General, Environmental Enforcement Division of the office
of Jim Petro, Esq., Attorney General.  The Travelers Insurers are
represented by Lee D. Powar, Esq., at Hahn Loeser & Parks LLP in
Cleveland, and by Lyndall J. Huggler, Esq., and Thomas M.
Ferguson, Esq., at Blumling & Gusky LLP in Pittsburgh.

                  The Environmental Claims

The Governments have asserted that the LTV Debtors bear legal
responsibility to the Governments under various federal, state and
local environmental statutes, rules, regulations and ordinances
for liquidated and non-liquidated, contingent and non-contingent,
general unsecured, priority and administrative environmental clams
and may, in the future, assert that the LTV Debtors bear legal
responsibility to the Governments under those statutes, rules,
regulations and ordinances for additional environmental claims.  
The Governments have asserted that the Environmental Claims total
in excess of several hundred million dollars.  The Governments
further assert that the Environmental Claims include priority and
administrative claims against the LTV Debtors' estates.  They have
also asserted that many of such claims are entitled to
superpriority status under the reasoning of "Midlantic Nat'l Bank
v. New Jersey Dept of Envtl. Prot.," 474 U.S. 494 (1986).

     Potential Means of Redress for the Environmental Claims

Certain limited sources of funds are available to satisfy the
Environmental Claims.  First, on June 30, 2000, Travelers, LTV and
LTV Steel entered into a Settlement, Compromise and Release
Agreement that provides that Travelers will make certain funding
available to reimburse LTV Steel and certain affiliates over time,
subject to specified funding caps, for certain environmental
expenditures at facilities formerly owned and operated by Republic
Steel and its subsidiaries.  Second, LTV Steel has insurance and
reinsurance from carriers other than Travelers that cover
environmental liabilities at facilities formerly owned and
operated by Jones & Laughlin, YS&T and Republic and their
subsidiaries.  LTV Steel presently is engaged in and intends to
initiate additional discussions with these carriers to determine
the possibility of settling environmental claims that the Debtors
have and anticipate having against these insurers and reinsurers.  
Third, as part of the APP, a Government Regulation Reserve in the
amount of $25 million was established.  The purpose of the GRR has
been to provide a source of funds for satisfying governmental
requirements not specifically contemplated in connection with the
implementation of the APP, including any environmental
expenditures not anticipated in the APP budget.  By an order of
the Court, an amount of $2,187,570.00 has been withdrawn from the
GRR in connection with a settlement entered into with the New York
State Department of Environmental Conservation, the City of
Buffalo, New York and the City of Buffalo Urban Renewal Agency,
leaving a balance in the GRR of $23,188,010.21, including
interest, as of April 30, 2003.

                          The Stipulation

The Stipulation fully resolves, compromises and settles the
disputes and claims between the Debtors and the Governments
relating to the Environmental Claims and the parties' respective
rights and obligations under the Travelers Agreement.  The
principal terms of the Stipulation are:

      (a)    Transfer of Certain GRR Funds. In accordance with
             certain written instructions from the Governments,
             LTV Steel shall transfer from the GRR the sum of
             $14,146,253.00 to the Governments.  The balance of
             funds in the GRR will then revert to the LTV Steel
             estate to be available to satisfy winddown expenses
             and the claims of LTV Steel's administrative
             claimants;

      (b)    Assignment of Insurance Settlement Discussions
             Proceeds.  The LTV Debtors shall assign to the
             Governments all net proceeds to which the LTV
             Debtors become entitled pursuant to the Insurance
             Settlement Discussions or, if the Insurance
             Settlement Discussions are not successful, the net
             proceeds to be paid to the LTV Debtors as a result
             of any ensuing coverage litigation;

      (c)    Payment by Travelers. Travelers shall pay the sum
             of $15,400,000.00 to the Governments;

      (d)    Transfer of Certain Property.  LTV Steel shall
             transfer to Pennsylvania, free and clear of all
             liens, LTV Steel's entire interest in the mine
             properties;

      (e)    Resolution of Environmental Claims. Upon approval
             of the Stipulation, each of the Governments shall
             be deemed to have compromised, settled and fully
             resolved the Environmental Claims against the LTV
             Debtors;

      (f)    Covenants of the United States.

               (i)  The United States covenants not to sue and
                    agrees to forebear from bringing any civil
                    administrative or judicial proceeding
                    against the LTV Debtors (and certain persons
                    and entities related to the LTV Debtors)
                    relating to certain Environmental Claims;

              (ii)  The United States will not initiate or
                    pursue any other civil administrative or
                    judicial proceeding against the LTV
                    Debtors pursuant to laws having to do with
                    the protection of public health, natural
                    resources and/or the environment;

             (iii)  The United States covenants not to sue and
                    will not bring any civil administrative or
                    judicial proceeding against Travelers (and
                    certain persons and entities related to
                    Travelers) relating to the Travelers
                    Agreement, insurance policies, or surety
                    bonds issued by Travelers for the account of
                    any of the LTV Debtors and relating to the
                    alleged liability of the LTV Debtors under
                    environmental laws.  This covenant not to
                    sue extends to any insurer or reinsurer that
                    settles with the LTV Debtors pursuant to the
                    Insurance Settlement Discussions;

       (g)  Covenants of the LTV Debtors. The LTV Debtors will
            not bring any claims against the United States with
            respect to sites referred to in the Stipulation;

       (h)  Covenants of Travelers. Travelers will not bring any
            claims against the United States based on the
            Travelers Agreement or the LTV Policies with respect
            to sites referred to in the Stipulation.

       (i)  Release by Pennsylvania, Ohio, Indiana and Chicago.
            Same as United States.

       (j)  Preservation of Certain Rights. The Stipulation will
            not affect the rights that the LTV Debtors and the
            Governments may have to seek and obtain payment for
            the full amount of the Environmental Claims from any
            insurer that fails to settle with the Debtors
            through the Insurance Settlement Discussions.  The
            Stipulation also shall not affect any rights that
            the LTV Debtors may have against any third parties.

Emphasizing the importance of this global settlement, the Debtors
argue that it's clear the applicable standards for judicial
approval of settlements plainly are met here.  Ms. Sellers
comments wryly that it cannot reasonably be disputed that
litigation involving environmental claims in bankruptcy is
extraordinarily complex and time-consuming. For the Debtors to
challenge the priority and amount of each of the Environmental
Claims individually would drain enormous resources from LTV
Steel's limited estate. This outcome "benefits no one and
potentially poses grievous harm to LTV Steel's administrative
creditors by further diluting their recoveries -- perhaps
substantially."  The Debtors believe that, without the settlement
of the Environmental Claims memorialized in the Stipulation, their
estates would be mired in contentious and expensive litigation for
years to come, with no guarantee of any better outcome than that
already achieved consensually in the Stipulation. During that
time, the Debtors would have to continue expending hundreds of
thousands of dollars per month on environmental demands such as
the pumping and treating of acid mine drainage at the Pennsylvania
coal mines. Moreover, the aggregate amounts to be paid to the
Governments under the Stipulation are significantly less than the
amount of the Environmental Claims as asserted by the Governments.
Further, pursuant to the Stipulation, the Governments have
provided covenants not to sue and released the LTV Debtors (and,
hence, their estates) from any further liability relating to the
Environmental Claims. Accordingly, the Stipulation benefits the
creditors of the LTV Debtors' estates. Finally, the Debtors have
shared the terms of the Stipulation as it has evolved over time
with the advisors to the Committees, and the Debtors believe that
the settlement embodied in the Stipulation is acceptable to the
Committees.  Accordingly, the Debtors believe that the Stipulation
represents a favorable result for their estates and that its terms
are fair, reasonable and appropriate. (LTV Bankruptcy News, Issue
No. 53; Bankruptcy Creditors' Service, Inc., 609/392-00900)


MAJESTIC STAR: Planned Debt Refinancing Prompts Ratings Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Majestic Star Casino LLC on CreditWatch with positive
implications following the company's announcement that it plans to
refinance the existing debt at both Majestic Star and at its
unrestricted subsidiary, Majestic Investor Holdings LLC. Standard
& Poor's has determined that if the transaction closes under terms
substantially in line with those described, the corporate credit
rating for Majestic Star will be raised to 'B+'.

At the same time, Standard & Poor's assigned its 'BB-' rating to
Majestic Star's proposed $80 million four-year senior secured
credit facility, and a 'B' rating to its proposed $270 million
senior secured notes due 2010. Gary, Indiana-based Majestic Star
is a casino owner and operator. Pro forma for this transaction,
Standard & Poor's expects that total debt outstanding at June 30,
2003, would have been $306 million.

Most of the note proceeds, along with some cash on hand and
expected borrowings under the new credit facility, will be used to
redeem Majestic Star's existing $130 million 10.875% senior
secured notes due 2006 and to tender for the existing $152.6
million 11.653% senior secured notes due 2007 outstanding at
Majestic Investor, with the remaining proceeds to be used to pay
fees and expenses. Standard & Poor's expects that upon closing of
the transaction it will withdraw its corporate credit rating for
Majestic Investor as well as the ratings on the issues that will
be refinanced.

"The expected upgrade reflects a change in the company's financing
strategy such that the funding for all major subsidiaries will
flow through the parent, with such loans in turn guaranteed by
each major subsidiary," said Standard & Poor's credit analyst
Peggy Hwan. As a result, lenders and bondholders will rely on a
more diversified pool of assets (three casinos instead of one) for
repayment.

The Las Vegas-based property, Fitzgerald's Las Vegas, which was
formerly part of the Majestic Investor financing group, is now
expected to be an affiliated company rather than a direct
subsidiary within the Majestic Star family of companies. This
property has historically been an insignificant contributor to
cash flow, and is now expected to meet any funding needs on its
own, or through the support of the ultimate owner of Majestic
Star, Don Barden Development, Inc. Restrictions are expected to
exist in the bond and bank facility that limit the funding of this
entity by Majestic Star.


MALDEN MILLS: Massachusetts Court Confirms Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
confirmed Malden Mills Industries, Inc.'s Plan of Reorganization
after finding that the Plan complies with each of the 13 standards
articulated in Section 1129 of the Bankruptcy Code:

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

The Plan provides for the establishment of a Creditor Trust to
which certain property of the Debtors will be assigned or
transferred on or after the Effective Date.  The Creditor Trust
will be responsible for liquidating and reducing to cash the Trust
Assets and making distributions of cash to General Unsecured
Creditors in accordance with the Plan.  

Any executory contracts or unexpired leases which have not expired
by their own terms are deemed rejected by the Debtors on the
Effective Date.  

Malden Mills Industries, Inc., a worldwide producer of high-
quality branded fabric for apparel, footwear and home furnishings,
filed for chapter 11 protection on November 29, 2001 (Bankr. Mass.
Case No. 01-47214).  Richard E. Mikels, Esq., and John T. Morrier,
Esq., at Mintz, Levin, Cohn, Ferris represent the Debtors in their
restructuring efforts.


MARINER POST-ACUTE: Wants Approval of Indiana Family Settlement
---------------------------------------------------------------
The Mariner Post-Acute Network Debtors ask the Court to approve a
settlement agreement with the Indiana Family and Social Services
Administration.

Before the Petition Date, Etta R. Wolfe, Esq., at Richards,
Layton, & Finger, PA, in Wilmington, Delaware, relates, that the
Debtors' subsidiary, Evergreen Healthcare LTD, filed a
reimbursement complaint against (1) Cheryl Sullivan,
Individually, in her capacity as Secretary of the Indiana Office
of the Secretary of Family and Social Services, (2) James M.
Verdier, Individually, in his capacity as assistant Secretary for
the Indiana Office of Medicaid Policy and Planning, (3) the
Indiana Office of the Secretary of Family and Social Services,
and (4) the Indiana Office of Medicaid Policy and Planning.  
Evergreen commenced the lawsuit before the Hamilton County
Superior Court in the State of Indiana.

On November 15, 1995, the Hamilton Court entered judgment in
Evergreen's favor.  However, an issue remained unsettled as to
the amount, if any, that Indiana Family owed for certain
reimbursement requests Evergreen submitted for the period of
December 1, 1993 through February 1994.  Before the Petition, the
Indiana Family and the Debtors did not resolve the issue.

In the Debtors' bankruptcy cases, the Indiana Family filed three
claims:

                  Claim No.            Amount
                  ---------            ------
                     9500          $9,145,984
                     4680           1,164,347
                     1033           1,164,347

The parties now wish to resolve all issues relating to the
Lawsuit and the Indiana Family Claims by entering into a
Settlement Agreement.  Accordingly, Indiana Family agrees to
withdraw all its three claims.  In turn, the Debtors will dismiss
with prejudice four pending actions for administrative review in
Claim Nos. 1033 and 4680:

   (a) Willow Ridge Healthcare
       Provider No. 100274830
       Cause No. S9901-006

   (b) Pine Tree Healthcare Center
       Provider No. 100274950
       Cause No. S99-007

   (c) Evergreen Healthcare Ltd.
       Cause No. A9611-247

   (d) Evergreen Healthcare Ltd.
       Cause No. A9604-76

The Debtors will also release the Indiana Family from any and all
claims, demands, causes of actions and judgments with respect to
the Lawsuit.

Ms. Wolfe asserts that the Agreement represents a fair compromise
and maximizes value to the Debtors' estate by reducing risks and
attorneys' fees inherent in litigating these issues. (Mariner
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


MIDWEST EXPRESS: Bank Credit Facility Extended Until November 26
----------------------------------------------------------------
Midwest Express Holdings, Inc. (NYSE: MEH) has amended the
agreement relating to its bank credit facility to extend the
existing credit facility on a short-term basis to November 26,
2003. The amendment gives the company additional time to seek and
obtain long-term financing, while maintaining existing letters of
credit issued under the credit facility.

As of August 29, 2003, the company had repaid all borrowings under
the bank credit facility, and had outstanding letters of credit
totaling approximately $15.8 million. The letters of credit are
primarily used to support financing of the company's maintenance
facilities.

Midwest Airlines features nonstop jet service to major
destinations throughout the United States. Skyway Airlines, Inc. -
its wholly owned subsidiary - operates Midwest Connect, which
offers connections to Midwest Airlines as well as point-to-point
service between select markets on regional jet and turboprop
aircraft. Together, the airlines offer service to 50 cities. More
information is available at http://www.midwestairlines.com

As reported in Troubled Company Reporter's August 26, 2003
edition, Midwest Express Holdings reached labor and aircraft
financing restructuring agreements with its unions and aircraft
lessors and lenders have been fully documented and finalized on
terms that the company had anticipated. The company expects these
restructuring measures to reduce costs by approximately $20
million annually going forward.

The negotiation of these agreements enabled the company to avert
the necessity of filing for reorganization under Chapter 11 of the
Bankruptcy Code. Outlining the next step for the company, Robert
S. Bahlman, Midwest's chief financial officer, noted, "Now we are
in a better position to secure additional financing to complete
our restructuring program."


MILACRON INC: Sells Minnesota Twist Drill to MTD Acquisition Inc
----------------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading supplier of plastics
processing equipment and supplies and industrial fluids, announced
the sale of its Minnesota Twist Drill business to MTD Acquisition
Inc., a newly formed company that includes a few employees of
Minnesota Twist Drill and a private investment group.

With about 50 employees, Minnesota Twist Drill manufactures drills
for wood and soft-metal applications and markets them mainly
through private branding for commercial and industrial markets and
the do-it-yourself consumer. The unit, based in Chisholm,
Minnesota, had 2002 sales of approximately $10 million and was
acquired by Milacron in 1997.

"Our intention is to operate Minnesota Twist Drill and continue to
serve our customers," said Scott Allison, President of MTD
Acquisition Inc. "The economic downturn coupled with increased
foreign imports has squeezed margins in recent years, so we need
to trim costs and increase productivity. We feel that our hard
working and experienced employee base will enable us to do just
that. If we are competitive, the sales should come our way," he
added.

Sale price and other specific terms of the transaction were not
disclosed. The transaction is not expected to have a material
effect on Milacron's sales, earnings or cash flow in 2003.
Milacron continues to operate its other round tool units in
Pittsfield, Massachusetts and Millersburg, Pennsylvania.

"We wish the entire team at Minnesota Twist Drill a successful
future," said Ronald D. Brown, Milacron chairman and chief
executive officer. "Their contributions and years of dedication to
Milacron are very much appreciated."

First incorporated in 1884, Milacron is a leading global supplier
of plastics-processing technologies and industrial fluids, with
about 3,500 employees and major manufacturing facilities in North
America, Europe and Asia. For further information, visit
http://www.milacron.com

                           *     *     *

                Update on Revolving Credit Facility

As reported in Troubled Company Reporter's August 18, 2003
edition, Milacron reached an agreement with its principal bank
group, amending certain terms of its revolving credit facility.
The purpose of the amendment is to relax certain financial
covenants through the end of 2003 in light of the extended
downturn in the plastics industries and to allow Milacron to
execute its recently announced initiatives to return to
profitability.

In the newly amended agreement, the covenant specifying minimum
levels of cumulative EBITDA (earnings before interest, taxes,
depreciation and amortization - including adjustments as defined
in the agreement) has been relaxed for the third and fourth
quarters. In addition, the limit on restructuring expenses has
been raised to allow Milacron to move forward with profit-
improvement initiatives designed to save the company approximately
$20 million annually. The facility is now capped at $65 million,
of which $54 million is currently utilized. The availability of
the remaining $11 million is subject to certain new restrictions
based on the company's cash position.


MIRANT CORP: Pepco Balks at Move to Cancel Power Purchase Pacts
---------------------------------------------------------------
On Thursday, Aug. 28, 2003, Mirant Corporation filed with the U.S.
Bankruptcy Court for the Northern District of Texas a motion for
an order authorizing the rejection by Mirant of its contractual
commitment to reimburse Potomac Electric Power Company for the
cost of the electricity supplied to Pepco under the terms of power
purchase contracts with third parties.

Mirant's commitment to reimburse Pepco was made in 2000 as part of
Mirant's agreement to buy Pepco's power plants. The motion, filed
by Mirant with the Bankruptcy Court on Aug. 28, did not seek to
reject the transition power agreements under which Mirant supplies
Pepco's Standard Offer Service obligations. In a press release
issued Aug. 28, Mirant announced that it is attempting to
renegotiate the terms of the TPAs with Pepco.

Also on Aug. 28, the Bankruptcy Court, in an ex parte proceeding,
issued a temporary restraining order that temporarily enjoins
Pepco from initiating or continuing any proceedings, or
encouraging any person or entity from initiating or continuing,
any proceedings before the Federal Energy Regulatory Commission
that seek to require Mirant to continue to perform its obligations
under its contract with Pepco. It also temporarily enjoins FERC
from taking any action to require or coerce Mirant to abide by the
terms of its commitments.

A preliminary injunction hearing has been scheduled for Sept. 10
at which Pepco will request that the injunction be vacated.
According to Mirant's filing with the Bankruptcy Court, Mirant
sought the TRO in an effort to preempt FERC from taking action,
either on its own or as requested by others, to require Mirant to
comply with its contractual obligations, as FERC had done in an
earlier case involving NRG Energy, Inc.

In response to these events, Dennis R. Wraase, President and Chief
Executive Officer of Pepco Holdings, Inc. (NYSE: POM), Pepco's
parent company, said, "Mirant's attempt to prevent Pepco from
advocating for its customers and to circumvent FERC's jurisdiction
is unprecedented. As we have stated previously, we intend to
oppose Mirant's legal maneuvers to avoid its financial
responsibilities to Pepco and Pepco's customers through all
legally available avenues."

Pepco Holdings, Inc. is a diversified energy company with
headquarters in Washington, D.C. Its principal operations consist
of Pepco and Conectiv Power Delivery, which deliver 50,000
gigawatt-hours of power to more than 1.8 million customers in
Washington, Delaware, Maryland, New Jersey and Virginia. PHI
engages in regulated utility operations by delivering electricity
and natural gas, and provides competitive energy and energy
products and services to residential and commercial customers.


MIRANT: Cleco to Seek Damages if Perryville Tolling Pact Rejected
-----------------------------------------------------------------
Cleco Corp. (NYSE:CNL)(PCX:CNL) announced its Perryville Energy
Partners LLC subsidiary intends to seek damages against Mirant
Corp., and its affiliates if a bankruptcy court overseeing the
company's Chapter 11 filing approves a request from Mirant's
energy marketing subsidiary to reject its tolling agreement with
PEP.

Mirant America's Energy Marketing L.P., holds a 20-year tolling
agreement for the entire output of the 725-megawatt Perryville
Power Station. MAEM filed the request to reject the agreement as
part of its bankruptcy proceedings.

While PEP plans to seek damages against Mirant Corp. and other
affiliates through bankruptcy court, PEP also intends to pursue
options to realize the value of the plant either through marketing
the plant's output or selling the facility.

Cleco Corp. is an energy services company headquartered in
Pineville, La. It operates a regulated electric utility that
serves 260,000 customers across Louisiana. Cleco also operates a
wholesale energy business that has approximately 2,100 megawatts
of generating capacity. For more information about Cleco, visit
http://www.cleco.com


MIRANT CORP: Gets Interim Nod to Hire Blackstone as Advisors
------------------------------------------------------------
On an interim basis, the U.S. Bankruptcy Court authorizes the
Mirant Debtors to employ Blackstone Group LP, effective July 14,
2003; provided however, that the Indemnification Provisions and
the Success Bonus will not become effective until the Debtors make
a sufficient showing that:

   (a) Blackstone requires terms substantially similar to the
       Indemnification Provisions and Success Bonus in
       connection with its employment by clients other than the
       Debtors; and

   (b) the Debtors, after a diligent investigation, were unable
       to find a person or entity who was willing to be employed
       on terms less onerous than those set forth in the
       Indemnification Provisions.

                         *     *     *

Pursuant to an agreement dated June 1, 2003, Blackstone agreed
to:

    (a) assist in the evaluation of the Debtors' businesses,
        operations and prospects, including evaluation of
        proposed divestitures and other strategic transactions;

    (b) assist in the development, review and analysis of the
        Debtors' long-term business plan and related financial
        projections, including the development of a detailed
        financial model of the Debtors and the assessment of the
        restructuring objectives developed by the Debtors;

    (c) assist in the development of financial data and
        presentations to the Debtors' Boards of Directors -- or
        committees thereof -- various creditors, any official
        committees formed in a Chapter 11 proceeding, and other
        third parties;

    (d) analyze the Debtors' financial liquidity and evaluate
        alternatives to improve such liquidity;

    (e) analyze various restructuring scenarios and the potential
        impact of these scenarios on the value of the Debtors and
        the recoveries of those stakeholders impacted by the
        Chapter 11 proceeding;

    (f) assist in the development of a restructuring plan and
        provide strategic advice with regard to restructuring or
        refinancing the Debtors' obligations;

    (g) evaluate and assist in the determination of the Debtors'
        liquidity needs, debt capacity and alternative capital
        structures;

    (h) render financial advice to the Debtors and participate in
        meetings or negotiations among the Debtors and their
        creditors, suppliers, lessors and other interested
        parties with respect to any of the transactions
        contemplated in the Blackstone Agreement;

    (i) value securities offered by the Debtors in connection
        with a restructuring and determine a range of values of
        the Debtors on a going concern basis;

    (j) advise the Debtors and participate in negotiations with
        lenders with respect to potential waivers or amendments
        of various credit facilities;

    (k) advise the Debtors on the timing, nature and terms of new
        securities, other consideration and other inducements
        to be offered to creditors pursuant to the restructuring;

    (l) assist the Debtors in matters related to the Debtors'
        proposed DIP financing, and any other financing in these
        cases, including identifying potential sources of
        capital, assisting in the due diligence process, and
        negotiating the terms of any proposed financing, as
        requested;

    (m) provide testimony in any Chapter 11 case concerning any
        of the subjects encompassed by Blackstone's financial
        advisory services, if appropriate and as required;

    (n) assist the Debtors and the Debtors' counsel in preparing
        documentation required in connection with the
        restructuring;

    (o) assist the Debtors in the preparation of a liquidation
        analysis in connection with any proposed plan of
        reorganization;

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

    (q) provide advice to and attend meetings of the Board of
        Directors of the Debtors, and any relevant committees
        thereof; and

    (r) provide other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a restructuring as requested and mutually agreed.

In connection with its employment, Blackstone will charge the
Debtors in accordance with this Fee Structure:

    (a) A $225,000 monthly non-refundable advisory fee in cash
        with the first two Monthly Fees payable on the execution
        of the Blackstone Agreement by both parties and
        additional installments of the Monthly Fee payable in
        advance on each monthly anniversary of the Effective Date
        until the earlier of the completion of the Restructuring
        or the termination of Blackstone hereunder.  Blackstone
        agrees that if during any period its activity in
        connection with its retention is de minimis, the
        Blackstone will reduce the Monthly Fee for the period to
        reflect the lack of activity;

    (b) A Restructuring Fee equal to $7,000,000.  The
        Restructuring Fee will be deemed earned when the Company
        first sends definitive offer documents seeking to
        refinance, restructure, repurchase, modify or extend in a
        material respect a substantial portion of its existing
        credit facilities, existing notes, bonds or debentures,
        which mature prior to 2006 pursuant to terms approved by
        the Board of Directors.  The Restructuring Fee will be
        payable upon the consummation of a plan of reorganization;
        and

    (c) Reimbursement of all necessary, reasonable and documented
        third party out-of-pocket expenses incurred during its
        engagement, including but not limited to, travel and
        lodging, direct identifiable data processing, word
        processing and communication charges, courier services,
        working meals, and other necessary expenditures, payable
        upon rendition of invoices setting forth in reasonable
        detail the nature and amount of such expenses.  In
        connection therewith, the Debtors will maintain a $25,000
        expense advance for which Blackstone will account upon
        termination of the Agreement. (Mirant Bankruptcy News,
        Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)


MOBILE COMPUTING: June 30 Net Capital Deficit Balloons to $10MM
---------------------------------------------------------------
Mobile Computing Corporation (TSX:MBL) reported financial results
for the second quarter ended June 30, 2003.

The Company continues to negotiate definitive agreements with
respect to its previously announced restructuring. In conjunction
with these negotiations, The VenGrowth Investment Fund Inc. and
The VenGrowth II Investment Fund Inc. have agreed to extend the
maturity date of the Company's convertible debentures due
August 8, 2003 until September 3, 2003. The restructuring
transaction is described in further detail below.

                    Second Quarter Results

Review of Operations

The second quarter of 2003 showed a marked improvement from the
first quarter of the year as we successfully completed an m-LINX
pilot at Sheetz Inc. and rolled out the balance of the products in
the second quarter. We also continued the delivery of products to
Ultramar under a contract signed in 2002. This substantially
completes the current Ultramar contract. Although there are a
number of positive signs in the markets for our products, we still
see market weaknesses that continue to delay purchases and
lengthen sales cycles for at least the balance of 2003.

During the second quarter we announced a contract with Grand & Toy
to equip its fleet of office supply delivery vehicles with Perfect
Delivery, MCC's mobile route delivery solution. We are scheduled
to roll out test units in the third quarter with a full roll out
to follow.

Review of Financial Results

Consolidated sales for the three months ended June 30, 2003 were
$3,138,000, an increase of $733,000 or 30% from the consolidated
sales of $2,405,000 for the same period in 2002. The increase is
attributable to the roll out of a major sale to Sheetz Inc. and
the continued fulfillment of a contract signed in the fall of 2002
with Ultramar Limited in the Mobile Systems division, offset by
lower revenues in the Distribution Systems division due to lower
sales of Perfect Pic and reduced support and programming revenue.

Consolidated sales for the first half of fiscal 2003 were
$5,022,000 compared to $6,145,000 for the first half of 2002, a
decrease of $1,123,000. The decrease was due to lower consolidated
revenue in the first quarter of 2003 related to the difficult
economy which lengthened sales cycles and lengthened pilots in
both divisions and the lower US dollar relative to the Canadian
dollar.

Consolidated gross margin for the three months ended June 30, 2003
was $1,260,000, an increase of $513,000 from the same period in
2002. This increase was due to increased sales levels in 2003, a
decrease in costs as a result of the reorganization undertaken by
the Company in May of 2002 and an increased portion of higher
margined software sales in 2003. In percentage terms, the gross
margin for the three months ended June 30, 2003 was 40% of
consolidated sales compared to 31% for the same period in 2002.
The consolidated gross margin for the first half of 2003 was
$1,829,000 compared to $2,042,000 in 2002. The gross margin
percentages increased to 36% in the first half of 2003 compared to
33% in for the same period in 2002. This increase was attributable
to the improvement in gross margins in the second quarter of 2003
compared to the same period in 2002

Operating expenses, excluding foreign exchange and restructuring
charges decreased by 49% in the second quarter of 2003 to
$1,153,000 from $2,240,000 the same period last year. The decrease
was as a result of the reorganization that we undertook in May
2002 and continued stringent cost controls. For the first half of
2003, operating expenses decreased by 46% to $2,513,000 from
$4,678,000 in the same period in 2002.

The Company reported an EBITDA loss of $339,000 before
depreciation, amortization, interest expense and income taxes for
the three months ended June 30, 2003, compared to an EBITDA loss
of $3,280,000 for the same period in 2002. Excluding foreign
exchange losses and the 2002 reorganization charge, the EBITDA for
the second quarters of 2003 and 2002 was a profit of $107,000 and
loss of $1,493,000, respectively. The improvement in the second
quarter EBITDA, excluding foreign exchange losses and
reorganization charge is attributable to increased sales and
margins in 2003 compared to 2002 and the reduction of operating
costs of approximately $1,087,000 in 2003 as a result of the May
2002 reorganization and other cost cutting measures.

EBITDA loss excluding foreign exchange losses and reorganization
charges for the six months ended June 30, 2003 was a loss of
$684,000 compared to a loss of $2,636,000 in the same period in
2002.

The Company incurred a consolidated loss for the three months
ended June 30, 2003 of $988,000, a decrease of $3,176,000 when
compared to a loss of $4,164,000 (including a restructuring charge
of $1,575,000) for the same period in 2002. The loss for the first
half of 2003 was $2,723,000, compared to the loss of $6,208,000
(including a restructuring charge of $1,575,000) for the same
period in 2002

Restructuring Transaction

Notwithstanding several months of discussions with the holders of
the Company's First and Second Debentures and an examination of
various strategic alternatives, the Company has been unable to
refinance the debentures.

The Company announced on July 28, 2003 that it has agreed to enter
into a series of transactions with The VenGrowth Investment Fund
Inc. (holder of 20% of the common shares of the Company and
$500,000 of its convertible debentures) and The VenGrowth II
Investment Fund Inc. (holder of $9.5 million of the Company's
convertible debentures) and NBC Canada West Capital Inc. for a
significant restructuring of the Company. In connection with these
events, VenGrowth has agreed to extend the maturity date of the
First Debentures to September 3, 2003.

The Company has entered into a letter of intent with VenGrowth
which contemplates that the Company will sell its existing
business and operating assets to a newly incorporated entity
wholly owned by VenGrowth and issue of common shares to VenGrowth
in exchange for the assumption by New MCCco of the Company's
outstanding indebtedness including obligations under the Company's
outstanding convertible debentures. New MCCco will assume all the
liabilities of the Company, excluding certain tax and other
liabilities.

This sale will comprise substantially all of the Company's
business, including all of its intellectual property and the
shares of its wholly owned subsidiary, Mobile Computing
Corporation (USA). VenGrowth will also cancel its outstanding
warrants and options to acquire an aggregate of 7 million shares
of the Company.

The agreement with Nova provides for the issue of a significant
number of common shares of the Company to Nova. Nova has stated
that it intends to implement a new business plan to maximize
shareholder value. The plan will include hiring a new management
team, raising additional capital and having the Company develop a
merchant banking activity.

The transactions are subject to the completion and execution of
definitive agreements between the Company and VenGrowth and the
Company and Nova. The transactions are also subject to shareholder
approval and the receipt of all necessary regulatory approvals,
including the approval of the Toronto Stock Exchange. Accordingly,
there can be no assurance that the transactions will be completed
as proposed or at all

          Going Concern and Basis of Presentation

The consolidated financial statements of the Company for the three
months ended June 30, 2003 have been prepared on a going concern
basis, which assumes the realization of assets and liquidation of
liabilities in the normal course of business. The Company has
sustained substantial losses in recent years and its ability to
continue as a going concern is dependent on the Company's ability
to generate future profitable operations, obtain additional
financing, and/or complete the restructuring transactions
described above and in note 5 to the Company's interim
consolidated financial statements for the three months ended June
30, 2003. The Company has funded operations primarily through
public and private offerings of common shares and the issue of
convertible debentures and warrants.

The consolidated financial statements of the Company do not
reflect adjustments that would be necessary if the "going concern"
assumption were not appropriate for these financial statements. In
that case, adjustments would be necessary to the carrying value of
assets and liabilities, the reported revenues and expenses, and
balance sheet classification used. A discussion of the Company's
liquidity and capital resources is set out below.

               Liquidity and Capital Resources

During the three months and six months ended June 30, 2003, the
Company used $1,287,000 and $1,309,000, respectively, in
operations.

At June 30, 2003, the Company had unrestricted cash and cash
equivalents on hand totaling $304,000 and a net working capital
deficiency of $10,565,000, which includes amounts payable on the
outstanding convertible debentures of the Company in the amount of
approximately $11,807,000, including interest thereon ($6,035,000
due on September 3, 2003, after giving effect to an extension of
the maturity date of such convertible debentures, and $5,772,000
due on November 30, 2003) in the absence of conversion to common
shares of the Company. The Company believes that its current cash,
cash equivalents and cash flow from operations will be sufficient
to meet its other liquidity needs through to September 3, 2003,
when the Company's 10% convertible debentures in an aggregate
principal amount of $5 million plus accrued and unpaid interest
thereon become due and payable.

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $10 million.

The Company believes that the amount of its outstanding
indebtedness, its capital structure and the proposed transactions
described below limits its ability to borrow additional funds.
Subsequent to the end of the quarter ended June 30, 2003, the
Company announced transactions which will result in a significant
restructuring of the Company's business. However, there can be no
assurance that these transactions will be completed.

In the event that the transactions are not completed we believe
that it is unlikely that the Company will be able to raise
additional funds and that our cash and cash equivalents will not
be sufficient to repay the Company's outstanding debentures when
due. Failure to repay any of the Company's outstanding convertible
debentures when due would result in an event of default under the
terms of all of the Company's outstanding debentures, which, if
not cured or waived, would have a material adverse effect on the
Company's business, financial condition, liquidity and results of
operations. In particular, any such failure could results in the
loss of some or all of the Company's assets to foreclosure or
sale. In such event, there can be no assurance that the Company's
assets would be sufficient to repay in full that indebtedness.

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


MORGAN STANLEY: Fitch Affirms Low-B Ratings on 3 Note Classes
-------------------------------------------------------------
Fitch Ratings has affirmed 13 classes on the following Morgan
Stanley Capital, Inc. Securitizations.

Morgan Stanley Capital, Inc. Mortgage Pass-Through Certificates,
                       Series 1996-1:

          -- Class A affirmed at 'AAA';
          -- Class B1 affirmed at 'AAA';
          -- Class B2 affirmed at 'AAA';
          -- Class B3 affirmed at 'A';
          -- Class B4 affirmed at 'BB';
          -- Class B5 affirmed at 'B'.

Morgan Stanley Capital, Inc. Mortgage Pass-Through Certificates,
Series 1998-1:

          -- Class A affirmed at 'AAA';
          -- Class B1 affirmed at 'AAA';
          -- Class B2 affirmed at 'AAA';
          -- Class B3 affirmed at 'AAA';
          -- Class B4 affirmed at 'AA-';
          -- Class B5 affirmed at 'BBB-';
          -- Class B6 affirmed at 'BB+'.

These actions are taken due to the level of losses incurred and
the delinquencies in relation to the applicable credit support
levels as of the August 25, 2003 distribution.


MOSAIC: KPMG Appointed Receiver and CCAA Stay Extended to Dec 15
----------------------------------------------------------------
Mosaic Group Inc. (TSX:MGX) announced that under the terms of the
order granted by the Ontario Superior Court of Justice, the
Company and certain of its Canadian subsidiaries and affiliated
companies were granted an extension of protection under the
Companies' Creditors' Arrangement Act (Canada) to and including
December 15, 2003.

The Company also announced that KPMG Inc. has been appointed as
interim receiver of the Company and its subsidiaries pursuant to
an order of the Ontario Superior Court of Justice under the
Bankruptcy and Insolvency Act (Canada). KPMG Inc. was appointed as
interim receiver to assist in the realization process of the
Company's remaining assets.

In December, 2002, the Company and certain of its Canadian
subsidiaries and affiliated companies obtained an order from the
Ontario Superior Court of Justice under the CCAA to initiate the
restructuring of its debt obligations and capital structure.
Additionally, certain of the Company's US Subsidiaries commenced
proceedings for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Northern District of Texas in Dallas. Pursuant to these filings
and the Interim Receivership Order, the Company and its relevant
subsidiaries continue to operate under a stay of proceedings.


NATIONAL EQUIPMENT: Taps Carl Marks to Assist in Reorganization
---------------------------------------------------------------
National Equipment Services, Inc. (OTC Bulletin Board: NEQS), a
leading provider of specialty and general equipment to
construction and industrial end-users, announced that Joseph M.
Gullion, President, Chief Executive Officer and Director has left
the organization to pursue other interests.

Mr. Gullion joined NES in October 2002 to begin a turnaround
effort that included the current debt restructuring under Chapter
11 of the U.S. Bankruptcy Code. No decision has been made on a
permanent replacement.

The Company has retained Carl Marks Consulting Group LLC, one of
the country's leading turnaround and corporate revitalization
firms, to implement the company's pending reorganization. Duff
Meyercord, Partner at Carl Marks, will be appointed as Chief
Restructuring Officer and Douglas Booth, a Managing Director at
the same firm will be filling the role of interim Chief Operating
Officer. During this interim period, it will be business as usual
in terms of NES' operations with customers and vendors.

"We are working closely with NES as it reduces its debt and
strengthens its competitive position. Our goal is to help guide
the company through this reorganization process and produce a
stronger entity upon its emergence back into the market," stated
Duff Meyercord, Chief Restructuring Officer.

NES is the fourth largest Company in the $25 billion equipment
rental industry. The Company focuses on renting specialty and
general equipment to industrial and construction end-users. It
rents more than 750 types of machinery and equipment, and
distributes new equipment for nationally recognized original
equipment manufacturers. NES also sells used equipment as well as
complementary parts, supplies and merchandise, and provides repair
and maintenance services to its customers. In addition to the
rental business NES is the second largest supplier of traffic and
safety services to the construction industry. The company is a
leading competitor in each geographic market it reaches, from its
approximately 180 locations in 34 states and Canada.

Carl Marks Consulting Group LLC is a full-service advisory firm,
dedicated to helping businesses effectively manage change and
strengthen their organizations for long-term success. The firm is
an affiliate of Carl Marks & Co., a leading merchant bank founded
in 1925 in New York as a foreign exchange dealer. Since 1960, Carl
Marks & Co. has held equity positions in more than 300 companies
and currently has more than $1.5 billion of assets under
management. For more information, please visit the company's Web
site at http://www.carlmarks.com


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

The expiration date for the Exchange Offer was 5:00 p.m., New York
City time, on August 29, 2003, at which point, approximately
U.S.$248,200,000 of the U.S.$250,000,000 aggregate principal
amount of the outstanding 8-5/8% Senior Notes Due 2011 and
U.S.$150,000,000 of the U.S.$150,000,000 aggregate principal
amount of the outstanding 8-5/8% Series C Senior Notes Due 2011
had been tendered for exchange.

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

This announcement shall serve to amend and supplement the
Prospectus, dated June 18, 2003, relating to the Exchange Offer,
and the related letter of transmittal and other documentation,
solely with respect to the extension of the expiration date
referred to herein. All other terms of the Exchange Offer
Prospectus, the letter of transmittal and other documentation
shall remain in full force and effect.

Capitalized terms used herein which are not otherwise defined
shall have the meanings given to them in the Exchange Offer
Prospectus. Holders of Old Notes can obtain copies of the Exchange
Offer Prospectus, and the related letter of transmittal and other
documentation from the exchange agent, Wells Fargo Bank Minnesota,
National Association, attention: Joseph O'Donnell at (860) 704-
6217.
    
                        *   *   *

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


O-CEDAR HOLDINGS: Delaware Claims Appointed as Noticing Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to O-Cedar Holdings, Inc., and its debtor-
affiliates' request to employ Delaware Claims Agency, LLC as the
official Claims and Noticing Agent in their chapter 11 cases.  

In this engagement, Delaware Claims, at the request of the Debtors
or the Clerk's Office, will:

     a) prepare and serve certain required notices in these
        chapter 11 cases, including:

          i) notice of the commencement of these chapter 11
             cases and the initial meeting of creditors under
             section 341 (a) of the Bankruptcy Code;

         ii) notice of the claims bar date;

        iii) notice of objections to claims;

         iv) notice of any hearings on a disclosure statement
             and confirmation of a plan of reorganization; and

          v) other miscellaneous notices to any entities, as the
             Debtors or the Court may deem necessary or
             appropriate for an orderly administration of these
             chapter 11 cases;

     b) within 5 days after the mailing of a particular notice,
        file with the Clerk's Office a certificate or affidavit
        of service that includes a copy of the notice involved,
        an alphabetical list of persons to whom the notice was
        mailed and the date of mailing;

     c) maintain copies of all proofs of claim and proofs of
        interest filed;

     d) maintain official claims registers by docketing all
        proofs of claim and proofs of interest on claims
        registers, including the following information:

          i) the name and address of the claimant and any agent
             thereof, if the proof of claim or proof of interest
             was filed by an agent;

         ii) the date received;

        iii) the claim number assigned; and

         iv) the asserted amount and classification of the
             claim;

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f) regularly transmit to the Clerk's Office a copy of the
        claims registers requested by the Clerk's Office on a
        more or less frequent basis;

     g) maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request of a party in
        interest or the Clerk's Office;

     h) provide access to the public for examination of copies
        of the proofs of claim or interest without charge during
        regular business hours;

     i) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     j) comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k) provide temporary employees to process claims, as
        necessary; and

     l) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe.

Ty S. Workman, Vice President of Delaware Claims reports that the
professionals' hourly rates of the firm are:

          Senior Consultants              $130 per hour
          Technical Consultants           $115 per hour
          Associate Consultants           $100 per hour
          Processors and Coordinators     $50 per hour

Headquartered in Springfield, Ohio, O-Cedar Holdings, Inc.,
through its debtor-affiliate, manufactures brooms, mops, and scrub
brushes for household and industrial use.  The Company filed for
chapter 11 protection on August 25, 2003 (Bankr. Del. Case No. 03-
12667).  John Henry Knight, Esq., at Richards, Layton & Finger,
P.A., and Adam C. Harris, Esq., at O'Melveny & Myers LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed over $50 million in
both assets and debts.


OGLEBAY NORTON: Continues to Defer 10% Bond Interest Payment
------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) did not make the interest
payment due August 1, 2003, on its 10% 2/1/09 Senior Subordinated
Notes before the expiration of the 30-day grace period.

The company said it remains in active negotiations with its bank
group and senior secured note holders to reach amendments to the
various agreements.

Once these amendments are entered into, the company intends to pay
the deferred interest as soon as practicable, subject to notice
and new record date requirements under the indenture governing the
notes.

"Despite the best efforts of all parties, we have not yet been
able to reach agreements with our bank group and senior secured
note holders; however we continue to make progress," said Oglebay
Norton President and Chief Executive Officer Michael D. Lundin.

Lundin said the company continues to operate with cash flow from
operations while it negotiates with the senior secured lenders.
"Although the company's ability to draw on its credit availability
is at the discretion of the syndicated banking group until an
amendment is executed, this does not affect our immediate ability
to pay our employees or vendors and serve our customers," he said.
"This is the time of year when we are busiest, and our cash flow
is the strongest."

Pending completion of these negotiations, the company intends to
provide no further comment beyond what is contained in this news
release.

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. The company's Web site is
located at http://www.oglebaynorton.com


PACIFIC GAS: ACWA Files Comments in PG&E Settlement Proceedings
---------------------------------------------------------------
Citing growing demands for water and the impacts of climate
change, the Association of California Water Agencies (ACWA) is
urging the California Public Utilities Commission to keep open the
option of expanding water storage capacity on key watersheds in
the state.

In comments filed August 28 in bankruptcy settlement proceedings
for Pacific Gas & Electric Co., ACWA called on the CPUC to leave
open the possibility of increasing water storage capacity at
existing facilities owned by PG&E. The CPUC is reviewing a
proposed settlement agreement in which PG&E would maintain
ownership of its hydroelectric facilities, but provide
conservation easements for 140,000 acres of land in important
watersheds around the facilities.

The land also could be donated to public agencies or non-profit
resource conservation districts. In a show of solidarity
surrounding this issue, ACWA has teamed up with the environmental
group California Hydropower Reform Coalition and the Regional
Council of Rural Counties to submit joint comments, which
emphasize the need for protection of watershed lands.

Noting that most of the surface water in Northern and Central
California flows through PG&E facilities, ACWA said any decision
regarding their operation could affect water users throughout
California. "What happens to these projects, and these lands,
could have significant impacts on water quality and quantity in
the state," ACWA said in its written comments. With state
officials predicting future water shortages and potential changes
in rainfall patterns due to global warming, ACWA called for any
land transfers or easements to "expressly reserve the ability to
increase or otherwise modify the water storage capacities of
existing licensed facilities."

The bottom line for water agencies, ACWA said, is that "watershed
lands not be so constrained as to prevent potential increases in
storage at existing facilities." The Association also recommended
that a representative from the water supply community be appointed
to the governing board of the new non-profit corporation that
would oversee the affected land and any environmental
enhancements. The settlement agreement calls for PG&E to establish
the corporation and provide $70 million for its operation over a
10-year period. "Water agencies (and their customers) have the
most to directly lose if the watershed lands are not managed and
maintained properly," ACWA wrote in making the recommendation.

ACWA is a statewide non-profit organization whose 448 public
agency members are collectively responsible for 90% of the water
delivered in California for residential and agricultural use.


PCNET INT'L: Enters Pact to Merge Operations with Technovision
--------------------------------------------------------------
Technovision and PC Net have entered into a final amalgamation
agreement dated August 14, 2003 regarding the amalgamation
announced April 4, 2003. The Company has reserved the symbol UCC
to be used on completion of the amalgamation.

Upon closing, Uniserve will be the largest independent internet
service provider in Western Canada. The economies and efficiencies
expected from the transaction will result in significantly higher
operating margins in the combined company and provide a platform
for future growth.

                         Amalgamation

The companies have been valued as a result of arm's length
negotiations on the basis of their recurring revenues adjusted for
non redundant assets and liabilities based on results from
operations for February, 2003, and an assessment of risks related
to each company. The resulting ratio of shares to be received by
the shareholders of each company on the amalgamation is as follows

  Amalgamating   Pre Amalgamation           Post Amalgamation
  Corporation              Shares                      Shares
  -----------------------------------------------------------
  Technovision     1 common share                        1.00
  PC Net           1 common share                      0.7296

Based on the number of shares of the each company issued and
outstanding as at August 14, 2003, the amalgamated company will
have a total of 40,181,668 issued and outstanding following the
amalgamation, which shares will be held as follows:

                                        Number of      Percentage
                                    Common Shares        of Class
  Technovision former shareholders     23,415,577            58.3
  PC Net former shareholders           16,766,091            41.7

Fully diluted share capital post amalgamation will be as follows:
----------------------------------------------------------------
                                 Number of       Percentage of
                                 Securities               Total
                                ----------       --------------

To be Issued to Technovision
Shareholders                   23,415,577(i)             53.8%

To be issued to PC Net
Shareholders                   16,766,091                38.5%

To be reserved for issuance on
exercise of existing rights
and options for Technovision    2,487,021                 5.7%

To be reserved for issuance on
exercise of existing rights
and options for PCNET             876,000                 2.0%

TOTAL                           43,544,689                 100%

(i) 2,923,688 of these shares are held in trust by Montreal Trust
Company, of which 1,419,475 are the subject of an arbitration
claim and the remainder will be canceled.

                  Operations Merger Agreement

Coincident with the execution of the amalgamation agreement,
Technovision and PC Net entered into an operations merger
agreement and have proceeded with merging the operations in order
to gain the advantage of merger efficiencies prior to completion
of the amalgamation. Technovision is to provide all of the
services of an internet service provider to the customers of PC
Net and to pay the operating costs of PC Net without assuming PC
Net's contractual obligations. Technovision will provide all of
the employees to operate. Pursuant to this agreement, Technovision
has loaned PC Net $706,586, and has entered into a credit facility
letter to support negotiations to enter into an agreement with
their telecommunications service provider referred to below, which
will allow PC Net to meet its obligations to its creditors under
the plan of arrangement with respect to its restructuring under
the Companies Creditors Arrangement Act. In consideration of the
loan and guarantee of PC Net's obligations to its
telecommunications service provider PC Net will grant to
Technovision a general security agreement with respect to the loan
and all other amounts that may be owed from time to time under the
agreement.

          Proposed Agreement Among PC Net, Technovision
          and their telecommunications service provider

Coincident with the execution of the amalgamation agreement, the
telecommunications service provider, Technovision and PC Net
propose to enter into an agreement to provide for the settlement
of $1,200,000 owed by PC Net and the account arrears of
Technovision to the telecommunications service provider . As
security PC Net will grant a general security agreement providing
a charge over the assets of PC Net and its subsidiaries that will
rank before that granted to Technovision. Technovision will also
grant a guarantee and general security agreement providing a
charge over all of its assets that shall rank behind its existing
secured creditors.

Completion of the Amalgamation is subject to shareholder approval
by special resolution anticipated to be held in early October,
2003. The amalgamation is also subject to approval by the Supreme
Court of British Columbia, acceptance for filing by the TSX
Venture Exchange and approval certain creditors of Technovision.

William Spratt, the President of Technovision is to be Chief
Executive Officer and President of the new company, and Brad
Williams President and Chief Financial Officer of PC Net is to be
Chief Operating Officer and Chief Financial Officer. The board of
directors will include William Spratt, Brad Williams, Maurice
Lees, Praveen Varshney, Denise Page and Peter Casson.

                      PCNET CCAA Status

PCNET has already caused its required creditor payments under the
Plan of Arrangement to be made to the Monitor. Once the
transaction with the major telecommunications supplier is
completed -- which is to occur on or before September 15, 2003 --
the Monitor will be in a position to make the distributions to the
creditors, subject to any delays in the distributions to some of
the unsecured creditors caused by the need to resolve the quantum
of one unsecured claim.


PG&E NATIONAL: Seeks Open-Ended Lease Decision Period Extension
---------------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code provides, in relevant
part, that if the PG&E National Energy Group Debtors fail to
assume or reject a non-residential real property unexpired lease
"within 60 days after the [Petition] date . . . or within such
additional time as the court, for cause, within such 60-day
period, fixes, then such lease is deemed rejected. . . ."  

Due to the extensive nature of the NEG Debtors' operations, the
Debtors find it necessary to carefully review and investigate
their records to identify the various prepetition nonresidential
real property leases that are critical to their restructuring.  
The review may take some time, however, as they are still
transitioning their business operations to Chapter 11.  The
Debtors could not make it within the 60-day deadline imposed by
the Bankruptcy Code.

In this regard, the NEG Debtors ask the Court for additional time
to make lease determinations.  The Debtors ask the Court for an
open-ended extension of their Lease Decision Period to the
effective date of their reorganization plan.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, in
Baltimore, Maryland, tells the Court that the NEG Debtors intend
to remain current on their postpetition obligations to any lessor
under the Leases.  Moreover, the requested extension will be
sufficient to complete a thorough and proper evaluation of any
Lease before making a decision assuming, assigning or rejecting
the Lease. (PG&E National Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


PILLOWTEX CORP: Duke Energy Demands Payment of about $1.6 Mill.
---------------------------------------------------------------
Duke Energy Royal LLC, successor-in-interest to Duke Solutions,
Inc., asks the Court to:

   -- compel the Pillowtex Debtors to comply with the Consent
      Order and Judgment entered on June 18, 2003, by immediately
      paying the full amount of its Allowed Class 4, Division 4G
      Secured Claim; and

   -- hold the Debtors in contempt pursuant to Rule 9020 of
      the Federal Rules of Bankruptcy Procedure.

Brett D. Fallon, Esq., at Morris, James, Hitchens & Williams LLP,
in Wilmington, Delaware, explains that the Debtors and Duke were
parties to a Master Energy Services Agreement dated June 3, 1998,
under which Duke provided and installed equipment designed
specifically to reduce the energy consumption and operating costs
at the Debtors' production facilities.  

The Debtors' May 1, 2002 Confirmation Order provides that if the
Master Agreement is determined to be a financing arrangement, the
Court will determine the allowed amount of the Secured Claim.  
Subsequently, the Court entered an Order on June 4, 2002, holding
that the Master Agreement constituted a financing arrangement.

Mr. Fallon adds that under the Plan, Duke was the holder of:

   -- an Allowed Division 4G Secured Claim up to the value of its
      collateral; and

   -- an Unsecured Claim for the remainder of its allowed claim
      amount.

Consequently, the Debtors and Duke reached a settlement as to the
value of the secured portion of Duke's Claim.  However, Mr.
Fallon recounts that Duke agreed to the settlement due to the
assurance that payment would be made within a relatively short
period of time.   

Pursuant to the Settlement Agreement, backed up by a Consent
Order and Judgment on June 18, 2003, Judge Walsh awarded Duke
$1,584,000, payable by the Debtors in accordance with the terms
of the Settlement Agreement.  

The Consent Order and Judgment acknowledges that the Debtors and
Duke agree that the payment is necessary to carry out the
provisions of the Plan.  The terms of the Settlement Agreement
likewise provided for full cash payment of Duke's secured claim.  
The Debtors were to remit payment to Duke no later than July 3,
2003.  However, Mr. Fallon informs the Court that no payment has
been made to date.

Mr. Fallon argues that the Debtors are in violation of the Plan,
the Consent Order and the Confirmation Order.

Thus, the Debtors must be held in contempt pursuant to Bankruptcy
Rule 9020, and awarded with sanctions for failing to comply with
the Court Orders.  (Pillowtex Bankruptcy News, Issue No. 49;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


POLAROID CORP: Perry Mandarino Files Polaroid Examiner's Report
---------------------------------------------------------------
Perry Mandarino, CPA, the court-appointed examiner in Polaroid
Corporation Chapter 11 cases, conducted a comprehensive analysis
of Polaroid's accounting practices, procedures and financial
reports, including the review of 300,000 pages of documents.  In
addition, Mr. Mandarino examined 13 individuals, engaged in
informal meeting or discussions with 17 more individuals, met and
conferred with the Debtors, the Creditors' Committee and other
parties-in-interest that requested for meetings.

During the course of the Investigation, Mr. Mandarino obtained
information from several sources, including:

   * the Debtors, including their counsel, Skadden, Arps, Slate,
     Meagher & Flom;

   * New Polaroid, including its counsel, O'Melveny & Myers LLP;

   * the Creditors' Committee, through its counsel, Akin, Gump,
     Strauss, Hauer & Feld, LLP and its financial advisor, HLHZ;

   * JPMorgan Chase Bank, as agent including its counsel, Davis
     Polk & Wardwell, for the Lenders;
  
   * KPMG, LLP, Polaroid's auditor;

   * FTI Consulting, Inc., advisors to Davis Polk & Wardwell,
     counsel to the Lenders;

   * Kroll Zolfo Cooper, financial advisors to the Debtors;

   * Dresdner Kleinwort Wasserstein and Miller Buckfire Lewis
     Ying & Co., financial advisors to the Debtors; and

   * OEP, including its counsel, Dechert LLP.

Mr. Mandarino finds and concludes that the accounting methods,
accounting practices or accounting irregularities, and those
additional matters revealed by the Investigation, did not
materially undervalue or result in an inappropriate liquidation
of the Debtors' assets.  The Investigation did not uncover
evidence indicating that the accounting treatment accorded to
some items in Polaroid's financial statements failed to satisfy
the requirements of the United States generally accepted
accounting principles applied on a consistent basis -- GAAP.

An overriding theme that appeared to be central to the matters
was that Polaroid's financial condition in the months prior to
the Filing Date was sufficient to sustain the Debtors as a going
concern without the need for commencing their Chapter 11 Cases.  
The Investigation uncovered no support for the view of the
Debtors' prepetition financial condition.  To the contrary, the
Investigation uncovered evidence indicating that Polaroid's
financial condition at and after December 31, 2000, through July
31, 2001, actually may have been more negative than as reflected
in its SEC public filings.

Mr. Mandarino submitted his Examiner's Report on August 22, 2003,
discussing 13 topics:

A. Deferred Taxes

   It is alleged that Polaroid's $53,000,000 write-off in the
   second quarter of 2001 resulted in an increase in the
   valuation allowance against deferred tax assets that must not
   have been taken until the fourth quarter of 2001.

   Mr. Mandarino disagrees with the allegation and states that an
   increase in the valuation allowance against deferred taxes
   must have been taken no later than the end of the fourth
   quarter of 2000.  Polaroid's failure to do so led to its
   filing of financial statements at December 31, 2000, April 1,
   2001 and July 1, 2001 that were inconsistent with the evidence  
   uncovered in the Investigation.

B. Restructuring Reserves

   It is alleged that Polaroid's $80,000,000 write-off for
   restructuring and other charges in the first quarter of 2001
   was overstated, and the charges must have been treated as
   deferred assets.  

   Mr. Mandarino found that the accounting treatment described by
   Mr. Lockwood did not result in a material undervaluation of
   the Debtors' assets:

   (a) The recording of the $80,000,000 restructuring reserve in
       the first quarter of 2001 was appropriate; and

   (b) Placing the $80,000,000 in a deferred asset account and
       amortizing or reducing it as actual costs were incurred
       would not have been consistent with GAAP.

   Mr. Mandarino uncovered facts indicating that a later-than-
   appropriate reversal of restructuring charges in the fourth
   quarter of 2000 may have occurred.  As a result, the reversal
   may have enabled Polaroid to report its compliance at December
   31, 2000 with some financial convenants in the Credit
   Agreement.
   
C. Debt Reclassification

   It is alleged that Polaroid's reclassification of
   approximately $500,000,000 of long-term debt as short-term
   debt in its July 1, 2001 Form 10-Q was done solely to enable
   the Debtors to file the Voluntary Petitions.

   Mr. Mandarino disagrees with the allegation and states that
   the reclassification of all of Polaroid's long-term debt must
   have been reflected in its April 1, 2001 Form 10-Q.  Some
   evidence appear to indicate that the reclassification might
   have been appropriate as early as December 31, 2000.  
   Polaroid' failure to reclassify its long-term debt appears to
   have been a significant factor contributing to the issuance of
   the auditor's opinion with respect to Polaroid's financial
   statements as of December 31, 2000 that did not contain a
   going concern qualification.  The reclassification of some
   debt as short-term debt had no bearing on the Debtors' ability
   to file their Voluntary Petitions.

D. Gain on Sale of Real Estate

   The assertion that Polaroid failed to record as accrued
   revenue $22,000,000 of a $40,000,000 gain on a certain
   sale-leaseback transaction in the second quarter of 2001,
   resulting in an understatement of second quarter profit is
   incorrect.  The allegation proposes a treatment of matters in
   manner inconsistent with GAAP.  In fact, Mr. Mandarino found
   out, Polaroid's treatment of the sale-leaseback transaction
   appears to have been in accordance with GAAP.

   The net present value of the minimum lease payments over the
   seven-year lease term entered into by Polaroid was
   $22,000,000.  Mr. Mandarino found that it was appropriately             
   deferred by Polaroid to be recognized ratably over the term of
   the lease as required by GAAP.  The excess of the total gain
   of $40,000,000 over the net present value of the minimum lease
   payments, $18,000,000 was appropriately recognized in the
   second quarter of 2001, the period when the sale-leaseback
   transaction was consummated.

E. Gross Margin Decline

   It is alleged that Polaroid's lower gross margin as
   a percentage of sales in the second quarter of 2001 as
   compared to the second quarter of 2000, mandated that Polaroid
   file additional Forms 10-Q subsequent to July 1, 2001.  Mr.
   Mandarino disagrees that Polaroid's failure to file additional
   Forms 10-Q was indicative of its manipulation of gross margin,
   and its lack of disclosure adversely affected the ability of
   prospective bidders to value Polaroid's manufacturing
   operations.

   Although the reduction in gross margin in the second quarter
   of 2001 as compared to the second quarter of 2000 was
   significant, the decrease in gross margin actually commenced
   in the fourth quarter of 2000 and continued throughout all of
   2001.      

   The Investigation uncovered no evidence of manipulation of
   gross margins, or that the lack of any public disclosure after
   July 1, 2001 concerning gross margins adversely affected the
   ability of prospective bidders to value Polaroid's
   manufacturing operations.

   
F. Failure to Submit SEC Reports

   It is alleged that Polaroid's failure to file quarterly and
   annual SEC Reports after July 1, 2001 concealed the true value
   of its operations from potential bidders, and prevented
   investors from making knowledgeable decisions.

   Mr. Mandarino disagrees and explains that while Polaroid may
   have not obtained a waiver from the SEC with respect to the
   filing of quarterly and annual reports, it did file with the
   SEC, under Form 8-K, each monthly operating report filed by
   the Debtors in the Chapter 11 Cases.

   The lack of filing of SEC documents did not result in a
   material undervaluation or inappropriate liquidation of the
   Debtors' assets because qualified prospective bidders appeared
   to have had access to a comprehensive data room, as well as
   some of Polaroid's management, employees, advisors and
   facilities.  There was adequate disclosure to qualified
   prospective bidders related to Polaroid's financial condition.  

G. Reported Book vs. Market Value of Debtors' Assets

   It is alleged that Polaroid's failure to report the fair
   market value of its assets in its Voluntary Petitions and
   other bankruptcy filings, instead reporting only the
   "deflated" book values of assets, was not intentional, nor it
   limited the number of bidders and negatively affected the
   quality of bids.

   The Voluntary Petitions may not have reflected the market
   value of certain domestic and foreign assets, but due to
   mitigating factors, the disclosure did not result in an
   inappropriate liquidation of the Debtors' assets.

H. Inconsistency

   It is alleged that the amounts listed as Polaroid's assets and
   liabilities decreased by a net of $1,240,000,000 when
   comparing Polaroid's Voluntary Petition and the Debtors'
   schedules of assets and liabilities dated December 2001.  
   Furthermore, it is also alleged that fraud is the only
   plausible explanation for a change of this magnitude.

   Mr. Mandarino disagrees with these allegations and says that
   the Debtors were not required to report identical information
   respecting their assets and liabilities on their Voluntary
   Petitions and schedules of assets and liabilities.  These
   documents were filed several months apart, and presented
   information on assets and liabilities as of different points
   in time.

I. Issues Concerning Certain Contingent and intangible Assets

   It is alleged that the Debtors concealed from the Bankruptcy
   Court and from the potential bidders the material cash value
   of contingent or intangible assets.  

   Mr. Mandarino discovers that contingent or intangible assets,
   like deferred taxes and prepaid expenses, were disclosed.  
   Since the Sale was structured as a taxable sale of assets,
   none of Polaroid's tax attributes passed to the Purchaser.  
   The remaining prepaid expenses and other assets primarily
   consisted of the prepayment of items like rent, advertising,
   marketing that have little likelihood of a cash refund.  It is
   reasonable to expect little, if any, subsequent cash from the
   cancellation of the various agreements, since the Sale
   occurred more than one year after the July 1, 2001 financial
   statements where the prepaid expenses were included.  By their
   nature, these prepaid expenses most likely have been fully
   realized and amortized to expense before the Sale occurred.

J. Accounting for Treasury Stock

   It is alleged that Polaroid perhaps must have used the par
   value method, rather than the cost method, in accounting for
   treasury stock.  Allegations were also raised that an
   additional tax liability could have been avoided if treasury
   stock had been expensed differently, and that, while
   Polaroid's use of the cost method had adverse tax
   consequences, other uses of treasury stock by Polaroid were
   questionable.

   According to Mr. Mandarino, Polaroid's accounting of treasury
   stock was in accordance with GAAP.  Other allegations
   respecting treasury stock were outside the scope of the
   Investigation.

K. No Need for Chapter 11 Filing Based on Projected 2001 Cash
   Flow

   It is alleged that based on Mr. Lockwood's projected cash flow
   for Polaroid for the period from July 1, 2001 through December
   31, 2001, Polaroid had no need to default on the interest
   payments for the Notes or to file the Voluntary Petitions.

   Mr. Mandarino disagrees with this allegation and says that
   Polaroid did not need to default on the Notes to file the
   Voluntary Petitions.  The Investigation indicates that
   Polaroid's $350,000,000 senior bank debt under the Credit
   Agreement was to mature on December 31, 2001, and $150,000,000
   of Notes were to mature in early 2002.  Polaroid was
   unsuccessful in its efforts to refinance the debt.

L. Other Allegations Contained in the Requests

   The Requests allege other improprieties in connection with
   Polaroid's corporate governance, financial strategies,
   including utilization of borrowing, treasury stock
   transactions and dividend policies; and management incentive
   programs.

   According to Mr. Mandarino, these allegations were outside the
   scope of the Investigation and are not addressed in the
   Report.

M. Certain Other Issues Identified by the Examiner

   The Investigation noted additional matters with respect to:

   (i) certain payments to Polaroid's former Chairman and CEO,
       and

  (ii) disclosure of Polaroid management's restricted equity
       ownership in the Purchaser.


A full-text copy of the Polaroid Examiner's Report is available
for free at:

     http://bankrupt.com/misc/2934ExaminersReport.pdf

(Polaroid Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PREMCOR INC: Extends Exchange Offer for 7.50% Sr Notes to Friday
----------------------------------------------------------------
Premcor Inc.'s (NYSE: PCO) wholly owned subsidiary, The Premcor
Refining Group Inc., is extending the expiration date of its offer
to exchange all of its outstanding 7-1/2% Senior Notes due 2015
for new 7-1/2% Senior Notes due 2015, which have been registered
under the Securities Act of 1933.

The offer, which was scheduled to expire at 5:00 p.m., New York
City time, on August 28, 2003, is now scheduled to expire at 5:00
p.m., New York City time, on September 5, 2003.

As of 5:00 p.m. August 28, 2003, of the $300,000,000 principal
amount of Senior Notes outstanding, $299,900,000 had been
tendered.

Premcor Inc. is one of the largest independent petroleum refiners
and marketers of unbranded transportation fuels and heating oil in
the United States.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to independent petroleum refiner Premcor
Refining Group Inc.'s new $250 million senior unsecured notes due
2015. At the same time, Standard & Poor's affirmed its ratings on
Premcor and parent Premcor USA Inc.

The outlook was revised to negative from stable.


PROTARGA INC: Taps Fish & Richardson as Transactional Counsel
-------------------------------------------------------------
Protarga, Inc., seeks permission from the U.S. Bankruptcy Court
for the District of Delaware to retain Fish & Richardson, PC as
Special Corporate and Transactional Counsel.

The Debtor reports that before filing for chapter 11 petition, it
engaged Fish & Richardson in connection with the negotiation and
documentation of a potential sale of the Debtor's assets.

In this engagement, the professionals services that Fish &
Richardson will render to the Debtor include representation with
respect to the negotiation and sale of the Debtor's assets,
documenting any sale transactions, and providing the Debtor with
continued advice with respect to certain corporate issues.

Roger D. Feldman, Esq., a principal of Fish & Richardson assures
the Court that his firm has no connection with any of the Debtor's
creditors or any other parties in interest.

Fish & Richardson's current hourly rates range from:

          Principals            $390 to $600 per hour
          Associates            $195 to $355 per hour
          Legal Assistants      $90 to $190 per hour

The professionals expected to be designated in this retention and
their current hourly rates are:

     Roger D. Feldman      Principal       $565 per hour
     Jennifer Godsil       Associate       $330 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.


RADIO UNICA: Makes $9.3 Million Interest Payment on 11.75% Notes
----------------------------------------------------------------
Radio Unica Communications Corp. (OTC Bulletin Board: UNCA), the
nation's only Spanish language radio network, has paid the
$9,287,670 interest payment with respect to its 11-3/4% Senior
Discount Notes due 2006 issued under an Indenture dated July 27,
1998.

Under the Indenture pursuant to which the Senior Discount Notes
were issued, the Company had until September 2, 2003 to make such
interest payment before an event of default would occur.

Radio Unica Communications Corp. -- whose December 2002 balance
sheet shows a total shareholders' equity deficit of about $18
million -- based in Miami, Florida, is the only national Spanish-
language radio network in the country and reaches approximately
80% of Hispanic USA through a group of owned and operated stations
and affiliates located nationwide. The Company's operations
include the Radio Unica Network and an owned and/or operated
station group covering the top U.S. Hispanic markets including Los
Angeles, New York, Miami, San Francisco, Chicago, Houston, San
Antonio, McAllen, Dallas, Fresno, Phoenix, Sacramento, and Tucson.


RESMED INC: S&P Ups Corporate Credit Rating a Notch to BB-
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on ResMed Inc. to 'BB-' from 'B+', and raised its senior
subordinated debt rating on the company to 'B' from 'B-'. The
upgrade reflects ResMed's extended favorable operating performance
and Standard & Poor's increased confidence in the company's
ability to build its market presence. At the same time, the
ratings were removed from CreditWatch, where they were placed
June 2, 2003.

The outlook is stable. ResMed had approximately $113 million of
debt outstanding as of June 30, 2003.

"The speculative-grade ratings on ResMed Inc. reflect the niche
medical equipment supplier's fast growth as it capitalizes on the
emerging market for sleep apnea treatment," said Standard & Poor's
credit analyst Jordan Grant. "This growth is offset by the
company's still-limited size and resources."

San Diego, California-based ResMed is the second-largest
manufacturer/distributor of products for the diagnosis and
treatment of obstructive sleep apnea and other forms of sleep-
disordered breathing. The company produces continuous positive
airway pressure equipment that offers therapy to sufferers of SDB
and provides diagnostic equipment for use with sleep apnea
patients.

The mostly untapped OSA and SDB markets offer significant growth
opportunities for ResMed. As the company has capitalized on this
market potential, its revenue has grown by more than 30% in each
of the past two years. The company has also entered partnerships
to conduct sleep apnea research, but it will continue to face the
challenge of raising physician and consumer awareness of the need
for treatment. While ResMed has steadily increased its market
share through product innovation and strategic acquisitions, it
remains subject to technology risk, as the medical treatment of
sleep apnea continues to evolve.

The company faces competition in its principal geographic markets
from larger competitors such as Respironics Inc. and Nellcor
Puritan Bennett (a division of Tyco Inc.), both of which have
greater financial capabilities than ResMed. Although the company
does not bill third-party payors directly, the end users
ultimately seek health care provider reimbursement, thus making
reimbursement risk a factor that could potentially affect demand.


SHILOH INDUSTRIES: Will Publish Third Quarter Results Tomorrow
--------------------------------------------------------------
Shiloh Industries, Inc. (Nasdaq: SHLO), a leading manufacturer of
blanks, engineered welded blanks, engineered stampings and modular
assemblies for the automotive, light truck and heavy truck
industries, will announce earnings for the third quarter ended
July 31, 2003 on Wednesday, September 3, 2003.  A conference call
to discuss the results will be held on Wednesday, September 3,
2003 at 11:00 a.m. (EDT).

To listen to the conference call, dial (800) 374-0915
approximately five minutes prior to the start time and request the
Shiloh Industries third quarter conference call.  A replay of the
conference call will be available from 2:00 p.m., Wednesday,
September 3, 2003, through 5:00 p.m., September 10, 2003. To
access the replay, call (800) 642-1687 and enter conference code
2583968.

As reported in Troubled Company Reporter's July 21, 2003 edition,
Standard & Poor's Ratings Services raised its corporate credit
rating on Shiloh Industries Inc. to 'B' from 'CCC+'. At the same
time, Standard & Poor's raised its bank loan rating on Shiloh's
$260 million secured revolving credit facility to 'B' from 'CCC+'.
The outlook is stable on the Cleveland, Ohio-based manufacturer of
steel blanks and stamped components for the automotive industry.
The company had total balance-sheet debt of about $196 million at
April 30, 2003.

Shiloh sells into highly competitive, cyclical, and seasonal
markets, since the vast majority of its customers are original
equipment manufacturers (OEM) in the automotive industry. The
company lacks geographic and customer diversity, as all of its
manufacturing capacity resides in North America and more than 50%
of its revenues are generated from the three U.S. OEMs. Shiloh's
products range from simple blanks, which are commodity in nature,
to engineered laser-welded blanks, which require a higher degree
of technological expertise.

The company expects to expand its higher-margin laser-welded
blanks segment, where Shiloh holds the largest market share,
through new business awards. Under the direction of Shiloh's new
management team, which has been in place since early 2002, the
company's growth should be organically driven.


SHOLODGE INC: Completes Tender Offer for 7.50% Conv. Debentures
---------------------------------------------------------------
ShoLodge, Inc. (Nasdaq: LODG) (S&P, CCC Corporate Credit Rating)
has completed its tender offer to purchase 7.5% Convertible
Subordinated Debentures, due May 2004, at a purchase price of $730
per $1,000 principal amount. The Company received and accepted
tenders for $1,631,000 in principal amount of the debentures.
    
ShoLodge is primarily an owner, franchisor, and operator of
Shoney's Inns. The Shoney's Inn brand consists of around 70 hotels
operating in the limited service, economy price segment. ShoLodge
also constructs lodging facilities for third parties and offers
reservation system services to third parties. At the end of 2001,
ShoLodge's owned hotel portfolio, consisting of 14 hotels in eight
states.


SNOW LEOPARD: Resources Insufficient to Continue Business Plan
--------------------------------------------------------------
Snow Leopard Resources Inc. announces its results for the second
quarter ended June 30, 2003.

Six months ended June 30                    2003    2002  % Change
($ thousands except per share data)

Revenue from continuing operations           $ -     $ -         -
Earnings from discontinued operations         84      31       171
Fuel cell research and development expenses    1     179       n/a
General and administrative expenses          383     218      (76)
Loss from continuing operations              433     472         8
Net loss                                     349     441        21
Total assets                                  98      89        10
Weighted average number of shares         65,927  65,927         -
Diluted average number of shares          65,927  65,927         -

On May 13, 2003 Snow Leopard announced the termination of its
efforts to reach a definitive agreement with Eltron Research, Inc.
of Boulder, Colorado with respect to the acquisition of world-wide
licensing rights encompassing both catalytic membrane reactor and
hydrogen sulphide solid oxide fuel cell technology. The
negotiations with Eltron failed because Snow Leopard was unable to
meet the Letter of Intent's requirements with respect to the
purchase of intellectual property rights.

At this time, the Company does not have sufficient financial
resources to complete the research and development required to
commercialize its wholly-owned Proton Exchange Membrane Fuel Cell
technology. In light of these events and actions, the Board of
Directors began considering strategic alternatives available to
the Company. To conserve its financial resources, the Company
terminated all staff effective June 19, 2003.

At the Annual General Meeting on June 18, 2003, because of the
failure to attract investors and the inability of the Directors to
continue funding ongoing Company operation, the Board of Directors
announced that it would seek buyers for the Company. These efforts
have not yet produced any tangible result. At the AGM Mr. Verne
Lyons, Mr. Lauchlin Lyons, Mr. Morris Pryde, Mr. David Ross and
Mr. Gregor White were re-elected as Directors of the Company. Mr.
Wade and Mr. Vidalin did not stand for re-election. The Directors
note with regret that Mr. Pryde passed away on August 3, 2003.

On June 26, 2003 the Listings Committee of Toronto Stock Exchange
suspended trading of the Company's common shares. The suspension
was imposed for failure by the Company to meet the continued
listing requirements of TSX, as detailed in Part VII of the TSX
Company Manual, including and more particularly Sections 709 and
710(a)(i) relating to financial condition and/or operating
results, Section 710(a)(ii) regarding cease to be actively engaged
in ongoing business, Section 710(b) relating to total assets of
$3.0 million or annual revenue from ongoing operations of $3.0
million in the most recent year, Section 710(b) relating to $1.0
million on acceptable research and development in the most recent
year, Section 711 relating to public distribution, price, or
trading activity of the company's securities has been so reduced
as to not warrant continued listing and Section 712(b) relating to
market value of publicly held listed securities of $2.0 million
for 30 previous consecutive trading days. Securities which have
been suspended from trading for a period of one year and which
have not been approved for reinstatement by TSX are automatically
delisted at that time. Unless the Company obtains such approval
within the one-year suspension period, its common shares will be
delisted as at the close of business on June 25, 2004.


SR TELECOM: Second-Quarter Net Loss Balloons to $5 Million
----------------------------------------------------------
SR Telecom Inc. (TSX: SRX) reported its results for the second
quarter and six months ended June 30, 2003.

Consolidated revenues for the second quarter, which include its
Chilean telecommunications operating subsidiary, CTR, totaled
$30.6 million compared to $49.0 million in the second quarter of
2002. For the six-month period ended June 30, 2003, consolidated
revenues reached $60.2 million, compared to $94.5 million during
the same period last year. The second quarter operating loss was
$5.6 million, compared to a loss of $339 thousand during the same
quarter in 2002. For the six-month period ended June 30, 2003, the
operating loss totaled $12.6 million versus operating earnings of
$407 thousand in the corresponding period in 2002. Consolidated
net loss was $5.0 million for the quarter and $11.7 million for
the six months ended June 30, 2003, compared to a net loss of $3.4
million and $6.0 million in the corresponding periods last year.

The decrease in revenues in the quarter was largely due to large
sales to two customers in the second quarter of 2002 that were not
replicated in the second quarter of 2003. For the first half of
2003, revenues were also directly affected by the conflict in Iraq
and by delays in closing significant new orders.

                Core Wireless Solutions Segment

Second quarter revenues in SR Telecom's core wireless solutions
business were $27.0 million, compared to $45.3 million during the
same period last year. For the six-month period, revenues reached
$53.0 million, versus the $85.9 million reported in 2002.
Operating losses in the SR Telecom's wireless segment totalled
$4.3 million for the second quarter and $9.4 million for the first
half, compared to operating earnings of $1.4 million and $3.4
million in the prior corresponding periods. Gross profit as a
percentage of revenue increased to 50% for the second quarter, up
from 48% in the same quarter in 2002. For the six-month period
ended June 30, 2003, gross profit reached 48%, down marginally
from the 49% reported in the prior year.

                              CTR

Revenues at CTR were $3.6 million in the second quarter, compared
to $3.7 million in the same period last year. The slight decline
is mainly due to the drop in value of the Chilean peso relative to
the Canadian dollar. In peso terms, revenue was 1,791 million
pesos in the second quarter of 2003 compared to 1,583 million
pesos in 2002. Similarly, for the first six months, revenues
reached $7.2 million, compared to the $8.6 million reported in
2002. Net income from CTR increased to $2.2 million for the
quarter and $3.4 million for the six-month period, a significant
improvement compared to the losses of $896 thousand and $3.7
million in the corresponding periods in 2002 due to favorable
currency gains with regard to the US denominated debt and reduced
interest expense.

CTR continues to focus on improving its operating performance and
capitalizing on the benefits associated with the acquisition of
the Gilat-to- Home S.A. network in Chile. With the integration of
the satellite network with its core network operations completed,
CTR is working to generate increased revenues, in part through its
high-speed Internet offerings.

                         Financial Position

SR Telecom's cash position at the end of the second quarter was
$6.0 million, compared to $20.3 million at December 31, 2002. The
decline is primarily due to SR Telecom's repayment of $5 million
of its operating line of credit and $4.5 million of its debt
related to CTR.

As previously announced, SR Telecom's merger with Netro, expected
to close on September 4, 2003, is expected to significantly
improve SR Telecom's consolidated cash position.

                              Backlog

Continued global economic uncertainty and the protracted slowdown
in the telecommunications industry have affected the Company's
order book. Backlog at June 30, 2003 stood at $52 million, down
from $141 million at the end of the corresponding quarter in 2002.

                           Recent Events

- SR Telecom's proposed merger with Netro is approved by the Board
  of Directors of both companies and is approved by a majority of
  Netro's stockholders. The merger is expected to close on
  September 4, 2003, subject to customary closing conditions.

- SR Telecom's registration statement filed with the U.S.
  Securities and Exchange Commission is declared effective.

- SR Telecom completed a previously announced private placement of
  $6 million following the quarter, issuing 7,058,824 units at
  $0.85 per unit. On July 21, 2003, 5,280,000 units for aggregate
  gross proceeds of $4.5 million were issued; while the remaining
  1,778,824 units for aggregate gross proceeds of $1.5 million was
  issued on August 27, 2003. Each unit consists of one Common
  Share and one-half of one Common Share purchase warrant. Each
  whole Common Share purchase warrant entitles the holder to
  acquire one Common Share of SR Telecom at a price of $1.00 per
  share until July 2008.

- Board of Directors approved a one for 10 (1:10) consolidation of
  its common shares. SR Telecom expects the shares to be posted
  for trading on a consolidated basis at the market opening of
  September 3, 2003. SR Telecom shares will continue to be listed
  on the Toronto Stock Exchange under the symbol "SRX", and will
  begin trading on the NASDAQ National Market under the symbol
  "SRXA".

- Empresa Publica Municipal de Telecomunicaciones selected
  SR Telecom technology to serve rural areas in Ecuador - first
  application of swing technology in Ecuador.

- SR Telecom selected for network expansion in New Caledonia -
  France Telecom subsidiary chose swing solution.

- SR Telecom registered in compliance with ISO 9001 -
  internationally recognized standard reflects reliable, value-
  driven processes and measurements.

- SR Telecom joins WiMAX forum - standards adoption key to
  developing the broadband wireless market.

- SR Telecom receives first commercial orders for stride2400 - Big
  Bend Telephone selects 2.4GHZ unlicensed solution after
  Successful field trial.

- SR Telecom selected for Oil and Natural Gas Corporation Limited
  network expansion in India - SR500 will provide backbone for
  ONGC's Supervisory Control and Data Acquisition (SCADA) network.

- China Unicom selects Netro's AirStar high-capacity broadband
  fixed wireless access solution to build high-performance
  networks in the capital, Beijing, Shenzhen and five other major
  cities in Eastern China. China Unicom will extend existing
  backbone networks to deliver voice, data and videoconferencing
  services to its subscribers in these markets.

                              Outlook

"The telecommunications industry continues to experience
difficulties which have impacted our business in the short-term,"
said Mr. St-Arnaud. "Our actions over the past year, however, have
enabled us to strengthen our position as the market leader in
fixed wireless solutions. We have capitalized on our opportunities
to deepen our product offering and to position SR Telecom for the
future. Driven by expressed market needs, our technology
acquisitions have allowed us to assemble the industry's most
comprehensive portfolio of fixed wireless access solutions. We are
convinced that our recent technology acquisitions and the new
products we've developed and introduced will contribute to SR
Telecom's growth going forward. We firmly believe that the
expected addition of Angel and AirStar (upon the closing of the
merger) will be a significant part of this growth."

"While we expect that our revenue for the third quarter will be
sequentially flat, we also expect that our backlog will improve in
light of negotiations underway with customers in our traditional
markets for SR Telecom and Netro solutions. This should lead to
higher revenues in the fourth quarter, although we do not expect
to reach our previously stated goal for the year of meeting 2002
revenue levels," concluded Mr. St-Arnaud.

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


SYSTECH RETAIL: US Bankruptcy Court Confirms Reorganization Plan
----------------------------------------------------------------
Systech Retail Systems Corp., a leading provider of technology
solutions for the retail industry, announced today that, following
overwhelming approval by the Company's creditors, it and its
subsidiaries' consolidated amended plan of reorganization, as
modified was confirmed by the United States Bankruptcy Court for
the Eastern District of North Carolina - Raleigh Division.

On or about September 9, 2003, the Company will be asking the
Ontario Superior Court of Justice to sanction and approve its
amended plan of compromise and arrangement under the Companies'
Creditors Arrangement Act. The Plan, when confirmed by the Ontario
Court, will become effective and binding. Following approval of
the Ontario Court, the Plan is expected to become effective, and
the Company is expected to successfully emerge from Chapter 11 and
CCAA protection, on or about September 10, 2003.

At the confirmation hearing on August 28, 2003, the Bankruptcy
Court concluded and ruled that the Company had satisfied all of
the necessary requirements for confirmation of the Plan. The
Company's secured and unsecured creditors voted overwhelmingly in
favor of confirmation of the Plan and supported the Company in its
efforts therein.

Upon emergence from Chapter 11 and CCAA protection, the Company
will have 1,944,975,507 common shares issued and outstanding and
outstanding warrants exercisable for up to 136,148,285 common
shares of the Company. The warrants of Systech have been approved
for listing and posting for trading on the Toronto Stock Exchange
under the symbol "SYS.WT" upon their issuance.

When the Plan becomes effective, the senior secured lenders of the
Company, Park Avenue Equity Partners, L.P. and Integrated Partners
Limited Partnership One, will own 80% of the post-reorganization
common shares of the Company and will nominate four members to the
board of directors of the Company. In addition, Systech will be
indebted to its senior secured lenders: (a) in a principal amount
not to exceed CDN$2,000,000 in respect of a debtor- in-possession
loan, which loan will be secured and repaid in over a period of
three years after implementation of the Plan with interest at an
annual rate paid monthly in arrears of no more than twelve percent
(12%), provided that, should Systech make any prepayments allowed
under the minimum interest and prepayment section of the exit
financing loan described below, the debtor-in- possession loan
will receive a pro rata prepayment of principal in proportion to
the amount of each loan of Systech outstanding; and (b) in the
amount of CDN$10,000,000, which new debt will be secured and
repaid over a period of five years after implementation of the
Plan at an annual interest rate of twelve percent (12%) as
follows: (i) interest shall accrue and not be payable for the
first 18 months after implementation of the Plan; (ii) monthly
interest shall be payable on the next succeeding 12 months; and
(iii) equal payments of principal and interest shall be paid over
the next succeeding 30 months, calculated on a 60 month
amortization with a balloon payment in the 60th month after
implementation of the Plan of all amounts then due and owing under
such restructured debt, provided however, that the principal shall
be repaid quarterly from the cash flow sweep, if any, of Systech.

The Company is working to conclude its exit financing arrangements
required by the terms of the Plan. Proceeds from the exit
financing totaling CDN$5.0 million are expected to be made
available to the Company concurrent with its emergence from
Chapter 11 and CCAA protection on September 10, 2003. "Completion
of the financing is an essential part of the reorganization
process" said Randy W. Harris, President and Chief Operating
Officer of the Company. In connection with the closing of the exit
financing, the Company will issue warrants to the lender entitling
the lender the purchase up to 69,630,123 common shares of the
Company.

With emergence, the Company's new board of directors will
initially consist of the following members:

Richard D. Adair - Interim Chief Financial Officer of the Company
George J. Engman - of Integrated Asset Management Corp.
Douglas A. Harris - of Integrated Asset Management Corp.
Russell F. Peppet - of Park Avenue Equity Partners, L.P.
William E. Mayer - of Park Avenue Equity Partners, L.P.

During the restructuring process, Systech closed a number of its
offices and consolidated operations, rationalized aged inventory
and made significant reductions in the number of its employees.
"We are excited to move past the restructuring phase and focus on
providing advanced services to our customers" said Randy W.
Harris. Systech is expected to emerge from creditor protection
with a strengthened financial position and the necessary tools and
capital structure to grow the Company's existing franchise in the
retail technology sector.

Systech is the retail industry's premier independent developer and
integrator of retail technology, including software, systems and
services to supermarket, general retail and hospitality chains
throughout North America. Its open architecture solutions enable
e-commerce and other powerful new technology to be applied in the
retail environment. The Company's significant cross-platform
capability and considerable technical service force allow it to
address any in-store systems requirements regardless of project
size or scope. The common shares of Systech Retail Systems Corp.
are traded on the Toronto Stock Exchange under the symbol "SYS".


TCW LINC III: S&P Keeps Watch on 4 BB/CCC- Note Class Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1L, A-1F, A-1, A-2L, A-2, A-3A, and A-3B notes issued by TCW
LINC III CBO Ltd., an arbitrage CBO transaction originated in July
1999, on CreditWatch with negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was last reviewed in April 2003. At that
time, the rating on the class A-1L notes was affirmed, and the
ratings on the other classes were lowered.

Standard & Poor's noted that defaults within the collateral pool
supporting the notes went up to $166.5 million from $143.1 million
at the time of the last rating actions. Meanwhile, the class A and
B overcollateralization ratios dropped by more than 10% each. The
class A ratio fell to 86.2% from 96.0%, and the class B ratio
dropped to 81.7% from 91.0%. This places both measures of
performance well below their respective minimum requirements of
110% and 103%.

Standard & Poor's will review the results of current cash flow
runs generated for TCW LINC III CBO Ltd. to determine the level of
future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the interest and principal due on the notes. The
results 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 PLACED ON CREDITWATCH NEGATIVE

                         TCW LINC III CBO Ltd.

                             Rating
               Class   To              From   Balance (mil. $)
               A-1L    AAA/Watch Neg   AAA              113.8
               A-1F    A+/Watch Neg    A+                15.0
               A-1     A+/Watch Neg    A+                96.0
               A-2L    BB/Watch Neg    BB                21.5
               A-2     BB/Watch Neg    BB                82.0
               A-3A    CCC-/Watch Neg  CCC-              34.0
               A-3B    CCC-/Watch Neg  CCC-              45.0


TRANSTEXAS GAS: Emerges from Chapter 11 Bankruptcy Proceedings
--------------------------------------------------------------
TransTexas Gas Corporation (OTCBB:TTXGQ) and its subsidiaries,
Galveston Bay Processing Corporation and Galveston Bay Pipeline
Company, have emerged from their joint Chapter 11 proceedings,
effective yesterday, Aug. 28, 2003, pursuant to the Confirmation
Order of the United States Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division and the Plan of
Reorganization proposed by Thornwood Associates LP, an entity
affiliated with Carl C. Icahn.

Distributions and payments will be made as contemplated in
Thornwood's Plan of Reorganization. Certain matters with respect
to the Plan are summarized below. Reference is made to the Plan
for a complete statement of those and other matters.

Thornwood's Plan of Reorganization provides that, on the Effective
Date, which is Aug. 28, 2003, all of the Company's Senior
Preferred Stock and Common Stock was cancelled, without payment or
any interest in Reorganized TransTexas being given to existing
shareholders. TransTexas' $200,000,000 15% Senior Secured Notes
due 2005 were also cancelled on the Effective Date. However,
pursuant to the Confirmation Order, holders of the Notes who each
held, in the aggregate, more than 1% of the total outstanding
amount of $200,000,000, as of the Distribution Record Date of Aug.
18, 2003, will receive their pro-rata allocation of 120,000 shares
of new stock to be issued by Reorganized TransTexas. Holders of
the Notes who each held, in the aggregate, less than 1% of the
total outstanding amount, as of the Distribution Record Date of
Aug. 18, 2003, will receive their pro rata allocation of
$1,000,000 in cash, as soon as is practicable, distributed through
the Indenture Trustee, U.S. Bank, N.A., acting as Disbursing
Agent. Holders of unsecured claims are entitled to their pro rata
share of $400,000 cash, net of expenses, to be distributed by the
Post-Confirmation Committee of unsecured creditors.

In connection with the consummation of the Plan of Reorganization,
the Company has filed a Form 15 with the Securities and Exchange
Commission, thereby electing to terminate its reporting
obligations under Section 12(g) of the Securities Exchange Act of
1934. Effectively, TransTexas will cease to exist as a public
reporting company. The Company has notified the Depository Trust
Company and the OTC Bulletin Board of the Effective Date.

Pursuant to Thornwood's Plan of Reorganization, there will be a
fundamental change in the management of the Company. Reorganized
TransTexas has entered into a management agreement with National
Energy Group Inc., an entity in which Carl C. Icahn owns a
significant interest, which will operate the Company and its oil
and gas properties. National Energy Group, based in Dallas, has
substantial oil and gas experience and a large number of producing
wells that it currently manages in Texas, Oklahoma and Louisiana.

The Company is engaged in the exploration, production and
transmission of natural gas and oil, primarily in South Texas,
including the Eagle Bay field in Galveston Bay and the Southwest
Bonus field in Wharton County. Information on the Company,
including the Company's filings with the Securities and Exchange
Commission may be found on the internet at
http://www.transtexasgas.com  


TRISM: Missouri Court Confirms Joint Chapter 11 Liquidating Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
confirmed Trism, Inc.'s Plan of Reorganization after finding that
the Plan complies with each of the 13 standards articulated in
Section 1129 of the Bankruptcy Code:

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

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

On the Effective Date all of the property of the Debtors' Estates
is vested in the Plan Trust.  The Plan Trust shall be responsible
for the winding up and dissolution of the Debtors' Estates, for
liquidating the assets of the Plan Trust in accordance with the
Trust Agreement, for making distributions to holders of Allowed
Claims against the Debtors and for settling, resolving and
objecting to Claims against the Debtors.

Trism, Inc., the nation's largest trucking company that
specializes in the transportation of heavy and over-dimensional
freight and equipment, as well as material such as munitions,
explosives and radioactive and hazardous waste, filed for chapter
11 protection on December 18, 2001 (Bankr. W.D. Mo. Case No. 01-
31323). Laurence M. Frazen, Esq., at Bryan Cave LLP represents the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $155 million in assets
and $149 million in debts.


TSI TELSYS: June Quarter Balance Sheet Upside-Down by $521,000
--------------------------------------------------------------
TSI TelSys Corporation (TSX Venture Exchange "TSI") announced the
results of operations for the second quarter and for the first six
months of FY2003.

FY 2003 second quarter revenues totaled $1.3 million, with a gross
margin of 38% of revenues. This compares with revenues of $1.6
million and a gross margin of 37% in the same period in FY2002.
Deliveries made during the quarter included a high rate TSI TelSys
front end processor to a NASA center, the delivery of a taxi
funnel simulation unit to a major U.S. aerospace customer, and the
delivery of several telemetry systems and spare parts to support
the U.S. Department of Defense's Space Based Infrared Systems
(SBIRS) program.

Orders received in the second quarter of FY2003, which ended
June 27, 2003 equaled $2.2 million as compared with $1.7 million
for the same period in FY2002. At the end of the second quarter of
FY2003, orders backlog stood at US$1.8 million, as compared with
an orders backlog of $2.4 million at the end of the second quarter
of FY2002. The second quarter order total included an order placed
by a major aerospace firm on behalf of NASA's Marshall Space
Flight Center for 12 Functionally Distributed Processors for the
International Space Station Downlink Enhancement Architecture
Project. This order represents the first multi-unit placement of
TSI TelSys' new CPCI telemetry gateway product line. The order
total also included several additional orders for telemetry
systems, spare parts and maintenance to support the SBIRS program.

Operating expenses were $0.6 million in the second quarter of
FY2003 as compared with $0.8 million in the same period in FY2002.
The decline in operating expenses was due to a decrease in sales,
general and administrative costs. Research and development
expense, on the other hand, was relatively steady at $0.2 million.

The Company recorded a net loss of $0.1 million (net loss of $0.02
per share - basic and diluted) in the second quarter of FY2003, as
compared with a net loss of $0.2 million (net loss of $0.04 per
share - basic and diluted) in the same period in FY2002.

Current assets totaled $1.3 million at the end of the second
quarter of FY2003, which included cash and cash equivalents of
$32,000. This compares with current assets at the end of the
preceding year of $1.3 million, which included $0.7 million in
cash and cash equivalents. At the end of the second quarter of
FY2003, total assets stood at $1.8 million, total liabilities
stood at $2.3 million and stockholders' deficit was $0.5 million.
At the end of the preceding year, total assets stood at $1.8
million, total liabilities at $2.1 million and stockholders'
deficit was $0.3 million.

Jim Chesney, TSI TelSys' President and CEO, said, "While still in
the process of rebuilding and expanding our business and
technology base, I am very pleased with the order received for 12
FDPs for Marshall Space Flight Center and our continued sales to
the SBIRS program."

Headquartered in Columbia, Maryland, TSI TelSys design,
manufactures and markets high-performance data acquisition,
simulation and communication systems for the aerospace industry
and provides related engineering services. The Company has been a
pioneer in utilizing reconfigurable architectures (Adaptive
Computing) for communications and data processing, and has
incorporated this technology into its product line since 1996. The
Company is a leader in providing multi-mission satellite
communications systems adaptable to virtually any protocol format
and that support data rates up to a gigabit per second.

At June 27, 2003, the company's balance sheet discloses a working
capital deficit of about $991,000 and net capital deficit of about
$521,000.


UNIGLOBE.COM INC: June 30 Net Capital Deficit Narrows to $3 Mil.
----------------------------------------------------------------
Online cruise specialist Uniglobe.com Inc. (TSX Venture:UTO.B)
announced its second quarter 2003 financial results in Canadian
GAAP.

Uniglobe.com altered its business model earlier this year when it
outsourced its fulfillment activities for the www.uniglobe.com web
site to OneTravel.com. Uniglobe.com now receives a revenue share
on business that OneTravel.com fulfills for Uniglobe.com customers
rather than collecting the entire revenue related to a travel
product sale. The Company is reporting the following results for
the second quarter of 2003:

- Revenues were US$8,514 in the second quarter of 2003 compared
  with US$362,703 in the second quarter of 2002.

- Expenses were US$142,283 in the second quarter of 2003 compared
  with US$865,966 in the second quarter of 2002.

- The net loss was US$133,849 in the second quarter 2003 compared
  with US$546,497 in the second quarter of 2002.

Total assets of the Company at June 30, 2003 are US$175,092 and
liabilities are US$3,473,311 with a total capital deficiency of
US$3,298,219.

The Company continues to negotiate with its creditors and is
looking at reorganization alternatives at this time.

Uniglobe.com Inc. (TSX Venture:UTO.B ) offers leisure and business
travelers direct access to air, car, hotel, cruise and vacation
products through its Web site at http://www.uniglobe.com  
Uniglobe.com operates independently and has no operational or
financial impact on Uniglobe Travel (International) Inc., the
global travel agency franchisor, or any of its member franchises.


US AIRWAYS: Nason & Cullen Demands Payment of Cure Obligations
--------------------------------------------------------------
Nason & Cullen ask Judge Mitchell for a determination of standing
to enforce and receive cure obligations arising from the US
Airways Debtors' assumption of a Facilities Sublease from the
Philadelphia Airport for Industrial Development.  Nason & Cullen
also ask for Summary Judgment on their entitlement to an
administrative priority claim for the Cure Amount.

Neal D. Colton, Esq., at Cozen O'Connor, tells the Court that on
November 8, 2002, Nason filed Proof of Claim No. 2612 for
$1,752,663.  On November 4, 2002, PAID filed Proof of Claim No.
3300 for $1,837,877, of which $1,752,663 was expressly attributed
to the Nason Claim.

Nason completed work on a Hangar at the Philadelphia Airport in
March of 2001.  Despite repeated efforts to authorize payment for
the work, US Air did not pay Nason for its construction efforts.  
Nason requested a meeting with US Air and its construction
manager, but received no response.  During this time, Nason was
forced to make large payments to its subcontractors.

The Nason Claim is entitled to administrative priority status
based on two legal theories.  First, under constructive trust,
Nason held an interest in the PAID bond proceeds that were placed
into an account under the Trust Indenture that were earmarked for
payment to contractors like Nason that performed work on the
Airport Facilities for US Air.  Second, pursuant to Section 365
of the Bankruptcy Code, Nason is entitled to have its Claim paid
as a cure obligation arising from the assumption by US Air of
certain of its lese and sublease agreements with PAID. (US Airways
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


US FLOW: US Trustee Appoints Official Creditors' Committee
----------------------------------------------------------
The United States Trustee for Region 9 appointed a 7-member
Official Committee of Unsecured Creditors in US Flow Corporation's
Chapter 11 case:

       1. Michael Klofas
          Massachusetts Mutual Life Insurance Co.
          c/o David L. Babson & Company
          1500 Main Street, Suite 2200
          Springfield Massachusetts 01115
          Tel: (413) 226-1621
          Fax: (413) 226-2621

       2. Allan K. Michalski
          Felker Brothers Corporation
          22 N. Chestnut Avenue
          Marshfield Wisconsin 54449
          Tel: (715) 384-3121 Ext. 352
          Fax: (715) 486-2132

       3. Ed Bray
          Metso Automation
          44 Bowditch Drive
          Shrewbury, Massachusetts 01545
          Tel: (508) 852-0200
          Fax: (508) 595-5024

       4. Frank Perry
          Anvil International, Inc.
          110 Corporate Drive, Suite 10
          Portsmouth NH 03801
          Tel: (603) 422-8027
          Fax: (603) 422-8022

       5. Jeffrey E. Thompson
          The William Powell Company
          2503 Spring Grove Avenue
          Cincinnati, Ohio 45214
          Tel: (513) 852-2088
          Fax: (513) 852-2007 or 854-2999

       6. Tome Eisele
          NIBCO, Inc.
          1516 Middlebury Street
          Elkhart, Indiana 46516
          Tel: (574) 295-3347
          Fax: (574) 295-3307

       7. Peter A. Frisina
          Zurn Plumbing Products Group
          1801 Pittsburgh Avenue
          Erie, Pennsylvania 16502
          Tel: (814) 875-1250
          Fax: (814) 871-6142

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Grand Rapids, Michigan, US Flow Corporation filed
for chapter 11 protection on August 12, 2003 (Bankr. W.D. Mich.
Case No. 03-09863).  Robert F. Wardrop, II, Esq., at Wardrop &
Wardrop, P.C., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $69,056,000 in total assets and $123,461,000
in total debts.


VIEWPOINT CORP: Eliminates over 20 Positions in Line with Plan
--------------------------------------------------------------
Viewpoint Corporation (Nasdaq:VWPT) conducted a reduction of force
in line with its plan to achieve a flatter, more nimble business
infrastructure. The exercise resulted in the elimination of more
than 20 positions, 50 percent of which were senior positions of
vice president or higher.

Senior staff reductions included Mark Gray, executive vice
president of sales. Michael Hoydich, vice president of sales, will
assume Mark Gray's responsibilities as manager of the direct sales
force. Viewpoint thanks Mark for his contributions to the Company
during his tenure and wishes him well.

"This is the first step in achieving our goal of driving a flat,
focused and accountable organization," said CEO Jay Amato. "Moving
forward, we expect to realize cost savings, but more importantly,
we will focus on driving a proactive organization to aggressively
address market needs with superior leadership and technology
innovation."

Viewpoint Corporation (Nasdaq:VWPT) is a leading provider of
interactive media technology and services for online advertising,
website marketing and enterprise applications. Industry leading
and Fortune 500 companies worldwide currently license its
interactive media platform, Viewpoint Media Player. The Viewpoint
platform enables marketers to evoke response with greater visual
realism, engage users with superior interactivity and educate
consumers through product interaction to convey a compelling,
consistent brand story across their media mix. Headquartered in
New York, the Company also has offices in Los Angeles, London and
San Francisco and sales presence in Chicago and Detroit. Visit
Viewpoint at http://www.viewpoint.com  

Viewpoint Corporation (Nasdaq:VWPT) in the first quarter of this
year received Event of Default notices from Smithfield Fiduciary
LLC and Portside Growth & Opportunity Fund, which alleged that the
Company was in breach of its representations and warranties that
were contained in the securities purchase agreement. Smithfield
and Portside are two of the three investors who purchased a
portion of the Company's 4.95 percent convertible notes due
December 31, 2007.


WEIRTON STEEL: Wants Nod to Reimburse Union's Fees and Expenses
---------------------------------------------------------------
Weirton Steel Corporation anticipates that a longer-term
collective bargaining agreement with the Independent Steelworkers
Union will be necessary for any feasible business plan.  The
current collective bargaining agreement between the Debtor and the
Union will expire in March 2004.  The Union sought, and the Debtor
agreed to provide, due diligence information to the Union in
preparation for future collective bargaining agreement
modification negotiations.  The Union also requested that the
Debtor bear the cost of legal counsel and the investment banker to
the Union relating to the due diligence and collective bargaining
agreement modification negotiations.

The Debtor agreed to reimburse the Union for reasonable fees and
expenses of the Union professionals, including the law firm of
Pietragallo, Bosick & Gordon and the investment banking firm of
McDonald Investments, Inc., d/b/a KeyBanc Capital Markets,
subject to certain terms and conditions.

The Debtor agree to pay Peitragallo's reasonable and necessary
fees, nunc pro tunc to the Petition Date, conditioned on :

  (a) Court approval, and

  (b) the resignation of Robert D'Anniballe from Weirton's Board
      of Directors.

Pietragallo will be subject to the same fee and expense review
process as counsel to Fleet Capital Corporation, JP Morgan Trust
Company, N.A. and the Unofficial Committee of Noteholders in
accordance with the Final DIP Order.

Similarly, the Debtor agrees to pay McDonald's fees in accordance
with an Engagement Letter calling for:

   (a) $150,000 per month for the first three months of the
       engagement, commencing July 2003;

   (b) $125,000 per month for the fourth month through and
       including the sixth month of the engagement; and

   (c) $100,000 per month for each month after the sixth month of
       the engagement.

The Debtor will also reimburse McDonald for all reasonable,
necessary and documented out-of-pocket costs and expenses.  The
payments of McDonald's fees and expenses will be subject to
Section 328(a) of the Bankruptcy Code.  Moreover, McDonald's
services are for the exclusive benefit of the Union.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, asserts that the Union's request for due diligence
is reasonable because:

   (a) it is customary in the Union contract negotiations to
       provide the due diligence to the Union;

   (b) the Debtor permitted the Union to conduct due diligence in
       a similar context prior to its Chapter 11 case; and

   (c) absent the Union's ability to conduct the due diligence,
       the Union would not be in a position to evaluate the
       Debtors' proposals and respond to them in an informed
       manner.

Given the comprehensive nature of the due diligence that the
Union must perform, Mr. Freedlander points out, it is appropriate
and necessary to defray certain of the reasonable costs that the
Union will incur in connection with the negotiation of any
modification to the Debtors' collective bargaining agreements and
retiree benefits. (Weirton Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLD AIRWAYS: Provides Update on Insider Stock Selling
-------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) discussed its position
regarding the recent insider stock trading and announced that
Hollis Harris, chairman and CEO, has completed his selling for
this trading period.

After the 2003 second quarter financial results were made public
and the 10-Q Report was filed with the Securities and Exchange
Commission, the Company noted that it was within "trading window"
guidelines established by the Company for insiders to sell some of
their stock. The Company expected that some members of the board,
management and employees would sell some of their stock for
several reasons:

* Insiders have done virtually no selling for the last three
  years.

* The Company had instituted a salary exchange program, in which
  employees, including senior management, took a 10% pay cut to
  support World's restructuring and rebuilding efforts.

* World's board of directors did not want to disallow employees
  from receiving some benefit from the recent stock price
  increase, especially in light of the pay cuts and the lack of
  selling over the last three years.

In order to ensure that any insider stock sales were handled in an
orderly way, the board of directors requested that directors and
executives limit their sales to no more than 20% of their
individual holdings. To date, directors and executives have
honored that request, and not all Company directors and executives
have traded shares of World stock during this period. The Company
stated that directors, executives and employees are free to trade
shares of World stock until September 16, 2003, the date that the
current trading window will be closed, unless they have any
material, non-public information.

Prior to this trading period, Harris owned approximately 1.33
million shares of World Airways stock and stock options. This
included 1,062,498 vested stock options and 269,715 shares of
common stock. A Form 144 was filed with the Securities and
Exchange Commission on August 25, 2003, noting Harris' intent to
sell 251,309 shares of World Airways stock. From August 19, 2003,
until August 28, 2003, Harris sold 87,309 shares of World Airways
stock -- a total of less than 7% of his total holdings. He now has
a total of about 1,245,000 shares of Company stock and vested
options.

Harris announced that he will not engage in any further trading of
World Airways stock for this trading period.

According to Harris, "I have been an active buyer of World Airways
stock since I joined the Company. However, I found it necessary to
liquidate some of my holdings to satisfy some personal
obligations. This is the first time I have sold any of my shares,
and I will not engage in any additional trading of Company stock
for this trading window. I believe there is strong up-side
potential in our market value, as we continue to expand our
current business base and add new and diverse customers.

"Our position with regard to the recent trading is that our
employees have helped turn this Company around and gotten us back
on track to long-term profitability," he continued. "Due to our
financial circumstances, we have not been able to give cost-of-
living increases, or make substantial monetary awards. It is only
appropriate for members of senior management to take advantage of
the stock options and holdings they have accumulated over time and
share the benefits of the recent stock price increase."

He added, "It is important to maintain a balance between
supporting employees' periodic needs to sell their stock and raise
cash for their personal needs with maintaining a strong insider
position in the stock. Even factoring in the recent sales, company
insiders hold approximately 19% of World Airways stock."

Utilizing a well-maintained fleet of international range, wide-
body aircraft, World Airways, Inc. has an enviable record of
safety, reliability and customer service spanning more than 55
years. The Company is a U.S. certificated air carrier providing
customized transportation services for major international
passenger and cargo carriers, the United States military and
international leisure tour operators. Recognized for its modern
aircraft, flexibility and ability to provide superior service,
World Airways, Inc. meets the needs of businesses and governments
around the globe. For more information, visit the Company's Web
site at http://www.worldair.com  

World Airways Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $22 million, and a total shareholders'
equity deficit of about $22 million.


WORLDCOM INC: Appoints 5 New Members to Board of Directors
----------------------------------------------------------
MCI (WCOEQ, MCWEQ) appointed five new members to its board of
directors, increasing the total number of directors to nine. The
new members include: former Touche Ross Chairman W. Grant Gregory,
retired Bell Atlantic executive Judith Haberkorn, Patton Boggs
Partner Laurence Harris, former U.S. Deputy Attorney General Eric
Holder, and MatlinPatterson Global Advisers LLC CEO David Matlin.

"The appointment of our newest board members is yet another
positive step in the rebuilding of our company," said MCI Chairman
and CEO Michael D. Capellas. "By attracting a broad range of
talent on the board as well as the management team, we will
continue to chart a new course for MCI, one in which our
customers, employees and stakeholders can be proud."

The new board appointments will become effective on the day MCI
formally emerges from Chapter 11 protection. The first order of
business for the new board will be to elect a non-executive
chairman among its independent directors. Once the non-executive
chairman is named, Capellas, who supports the separation between
chairman and CEO as an element of good governance, will retain the
title of MCI's chief executive officer. Additionally, the company
expects to name as many as three more board members prior to its
emergence.

"Michael and the entire management team are focused on restoring
the company's credibility and they are making every effort to
build a winning team," said Irwin Gold of Houlihan Lokey Howard &
Zukin, financial advisors to MCI's Unsecured Creditors Committee.
"The new board is a clear indication of the value the management
team places on depth of experience and commitment to the company's
values of integrity, customer service and innovation."

The new directors satisfy the requirements of the company's new
corporate governance standards announced this week by Corporate
Monitor Richard Breeden. These new board members join Capellas and
other previously existing MCI Board members, including former
Financial Accounting Standards Board Chairman Dennis Beresford,
former U.S. Attorney General and Undersecretary of State Nicholas
Katzenbach, and former Equifax Chairman and CEO C.B. "Jack"
Rogers.

     W. Grant Gregory,
     Chairman, Gregory & Hoenemeyer, Merchant Bankers

Gregory, chairman and co-founder of Gregory & Hoenemeyer, Merchant
Bankers, has served as chairman of audit, governance and
nominating, Special Independent Directors and compensation
committees for a number of NYSE member companies. He spent 24
years at Touche Ross & Co., serving from 1982 to 1986 as chairman.
While at Touche Ross, Gregory became an internationally- acclaimed
authority on tax policy and economic development and participated
in a number of M&A transactions and restructurings. In the mid-
1980's, he served as a member of the U.S. Trade Representative's
advisory committee on international trade in services.

Gregory graduated with distinction from the University of Nebraska
in 1964, where he was later awarded an Honorary Doctorate of
Humane Letters, as well as the Builder Award, the University's
highest non-academic recognition. Gregory completed advanced
management studies at New York University and Harvard University's
Graduate School of Business, and attended the Air Force War
College.

     Judith Haberkorn,
     Retired president, Bell Atlantic, Consumer Sales & Service

As one of the first women recruited in 1968 to participate in
AT&T's executive management-training program, Haberkorn's
telecommunications career has been marked by several
accomplishments. Prior to her retirement in June 2000, Haberkorn
was appointed in 1998 president of Bell Atlantic Consumer Sales &
Service, managing a 20,000-employee team, covering 13 states and
the District of Columbia. Haberkorn was appointed in 1990 as an
officer of NYNEX Corporation, where she served as vice president
of Materials Management for the company's Telesector Resources
Group. Prior to that, in 1988 she became the first female general
manager of Special Services, responsible for providing
telecommunications services to New England's largest corporate
customers. Later that same year, she was named general manager of
Access Markets, Marketing and Technology, leading a billion-dollar
business unit that provided the largest and most profitable
customers with a range of regional, national and international
telecommunications access services.

Haberkorn is a member of several prominent national and
international business groups and is a member of the visiting
committee of the Harvard Business School. She is chair emerita for
the Committee of 200. She holds a bachelor's from Briarcliff
(N.Y.) College and completed Harvard Business School's Advanced
Management Program.

     Laurence E. Harris,
     Partner, Patton Boggs

Harris joined Patton Boggs in 2001 and concentrates his practice
on legislative, regulatory, international and business issues.
Prior to joining Patton Boggs, Harris was senior vice president
and general counsel of Teligent, an international
telecommunications company. In this position he developed and
maintained the company's political relationships with the White
House, Congress, and with state and federal regulators. He also
oversaw international development activities.

From 1992 to 1996 Harris was senior vice president for law and
public policy for MCI. In this capacity, he was responsible for
MCI's federal and state regulatory relationships. He was also
responsible for MCI's political relationships with the White
House, Congress and state and federal regulators.

From 1982 to 1992 Harris served as president and chief executive
officer for International Telecom Systems, Inc. and CRICO
Communications and president and chief operating officer of
Metromedia Telecommunications. Prior to Metromedia, Harris was
chief of the FCC's Mass Media Bureau.

From 1972 to 1982 Harris served as a vice president of law and
public policy for MCI, managing corporate relations for the
Federal Communications Commission (FCC) and the office of
Telecommunications Policy at the White House.

Harris was a Lieutenant in the U.S. Navy, serving in the destroyer
fleet. He was admitted to the Pennsylvania Bar and is a member of
the board of the Georgetown University Law School, his alma mater.
His undergraduate degree is from Columbia University.

     Eric Holder,
     Former Deputy Attorney General of the United States

Eric Holder, currently a partner at Covington & Burling, is the
former Deputy Attorney General of the United States and U.S.
Attorney for the District of Columbia. Confirmed in 1993 as the
first African-American to serve as the U.S. Attorney for the
District of Columbia, Holder, among other accomplishments, created
a Domestic Violence Unit, implemented a community prosecution
project for safer neighborhoods and supported a renewed
enforcement emphasis on hate crimes.

In 1997, President Clinton appointed Holder to serve as Deputy
Attorney General, the number-two position in the United States
Department of Justice. In his role, Holder supervised all of the
Department's litigation, enforcement and administrative components
in both civil and criminal matters.

As Deputy Attorney General, Holder was at that time the highest-
ranking African-American person in law enforcement in the history
of the United States. He held the title until the transition to
the Bush Administration and briefly served under President George
W. Bush as Acting Attorney General pending the confirmation of
Attorney General John Ashcroft.

A graduate of Columbia College and Columbia Law, Holder began his
legal career in 1976 at the Department of Justice as part of the
Attorney General's Honors Program, where he was assigned to the
newly formed Public Integrity Section. He investigated and
prosecuted official corruption on local, state and federal levels.
In 1988, President Ronald Reagan nominated Holder to become an
Associate Judge of the Superior Court of the District of Columbia.
The Senate confirmed Holder later that year and during his five-
year term, he presided over hundreds of civil and criminal trials.

     David Matlin,
     CEO, global and domestic portfolio manager,
     MatlinPatterson Global Advisers LLC

Matlin is CEO, global portfolio manager of MatlinPatterson Global
Advisers LLC. Prior to July 2002, Matlin was responsible for the
activities of the Credit Suisse First Boston Distressed Securities
Group since its 1994 inception. Matlin has been an active
participant in the distressed securities market for 17 years and
has made investments in more than 25 countries in North America,
Latin America, Asia, Europe and Australia. Prior to joining CSFB,
Matlin was managing director of distressed securities and co-
founder of Merrion Group, L.P., a successor to Scully Brothers &
Foss L.P. from 1988 to 1994. From 1986 to 1988, he was a
securities analyst at Halcyon Investments.

Matlin earned a JD from the Law School of the University of
California at Los Angeles and a bachelor's in economics from the
Wharton School of the University of Pennsylvania.

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


WORLDCOM: CAGW Calls for MCI Debarment from Federal Contracts
-------------------------------------------------------------
In light of the announcement by Oklahoma Attorney General Drew
Edmondson that the state is filing criminal charges against MCI,
formerly WorldCom, and six former executives, Citizens Against
Government Waste (CAGW) once again called for the General Services
Administration (GSA) to debar the company from all federal
contracts.

"This is just one more black cloud hanging over MCI," CAGW
President Tom Schatz said.  "Criminal charges pending against MCI
are further evidence that the company is not qualified to do
business with the U.S. government."

On July 31, GSA announced it was suspending MCI and proposed
debarment for its corporate misconduct and fraudulent accounting.  
The company's 30-day deadline to appeal is approaching, and if it
does not appeal, the company could be barred from new contracts
with the federal government for up to three years.  However, the
deadline for the appeal could be extended.

"GSA has taken a step in the right direction to protect taxpayers'
money by suspending MCI," CAGW President Tom Schatz continued.  
"Now, they need to act further by debarring the company.  In the
year since the Securities and Exchange Commission launched its
initial investigation into what was then WorldCom, the government
has awarded MCI more than $1.2 billion in contracts."

CAGW has been calling for MCI's debarment from government
contracts since November, 2002 on the basis that the Federal
Acquisition Regulations required such a conclusion, as well as
that the agreements unnecessarily put taxpayer dollars at risk and
amounted to a hidden government bailout of the company. The
taxpayer watchdog ran an ad campaign during the month of July,
entitled "Crime Doesn't Pay," demanding debarment.

"If and when MCI appeals, GSA needs to stick by its decision.  
With all of these proven and pending allegations of wrongdoing,
one has to wonder what more MCI may be hiding," Schatz concluded.  
"The company has already demonstrated that it will engage in
unacceptable, unethical, and fraudulent behavior in order to
obtain federal contracts and abuse tax dollars.  GSA needs to
disconnect MCI through debarment."

Citizens Against Government Waste is the nation's largest
nonpartisan, nonprofit organization dedicated to eliminating
waste, fraud, abuse, and mismanagement in government.  For more
information, please visit http://www.cagw.org


W.R. GRACE: Plan Filing Exclusivity Intact Until Feb. 1, 2004
-------------------------------------------------------------
Kathleen J. Campbell, Esq., at Campbell & Levine in Wilmington,
reminds Judge Fitzgerald that, while the Bankruptcy Code provides
that the Court may reduce or increase the 120-day or 180-day
exclusive periods for a debtor to file and solicit acceptances of
its reorganization plan if "cause" exists, the W.R. Grace Debtors
are asking for an additional six months -- bringing the total
extension to approximately two and a half years.  In seeking the
extension, the Debtors seek to retain total control over the plan
process, unencumbered by any input from, and without any regard
to, the interest of its creditors. Such a result is improper
under Section 1121(d).

Requests to extend or reduce a period of exclusivity should "be
granted neither routinely nor cavalierly."  In enacting Section
1121(d), Congress explicitly sought to achieve two goals:

       (1) grant the debtor a reasonable time to confirm a plan
           without the threat of a competing plan; and

       (2) at the same time, ensure that a debtor would not use
           Chapter 11 as a mechanism through which to operate
           indefinitely without attempting to reorganize.

Section 1121(d) is an attempt to create a balance between the
rights of debtors and creditors by allowing debtors sufficient
time to negotiate a settlement, while at the same time avoiding
undue delay for creditors.  Long and numerous extensions of the
exclusivity period upset that balance and should not be
encouraged.

This court should not extend Debtors' exclusivity periods and
thereby allow the Debtors to retain control over the plan process
while throughout the course of their four prior extensions
Debtors failed to either propose, or even attempt to negotiate, a
plan.  Ms. Campbell believes that the Debtors have had plenty of
time thus far and have failed to make any progress towards a
confirmable plan of reorganization that would justify the
requested extension.

                Size and Complexity Not Enough

The Debtors' arguments in support of a finding of cause for this
extension are insufficient.  Size and complexity alone do not
provide cause for extension of the exclusivity periods.  If size
and complexity alone were sufficient to find cause, then debtors
in complex cases would have an unlimited right to exclusivity;
Section 1121(d) would be rendered meaningless.

Section 1121(d)'s "for cause" language requires the presence of
factors in addition to timing, size, and complexity that are
specific to the particular debtor and its reorganization to
justify an extension of exclusivity.  These factors include:

       (1) the likelihood of an imminent consensual plan if the
           debtor retains control;

       (2) no alternate substantial plan being held off by
           exclusivity; and

       (3) the general balancing analysis to avoid allowing the
           debtor to hold the creditors and other
           parties-in-interest "hostage" so that the debtor can
           force its view of an appropriate plan upon the other
           parties.

                   Pending Litigation Not Enough

The Debtors claim in their Motion that pending litigation
regarding claims justifies a further extension of time.  Where
the need to conclude litigation does not appear to be critical to
the debtor's efforts to propose a plan, the debtor should be able
to "propose its plan taking into consideration the possible
results of that action."  Conversely, if a resolution of that
litigation is crucial to any plan, no one, neither debtor nor
creditor, will be able to propose such a plan until a conclusion
is reached.  Thus, while it may be more convenient to know the
results of the litigation, it is not necessary for this Chapter
11 proceeding to be placed in limbo until that time.

Denial of the Debtors' Motion will not end its chances for
reorganization.  "Denying such a motion only affords creditors
their right to file the plan; there is no negative effect upon
the debtor's co-existing right to file its plan."

(B) Official Committee of Equity Security Holders
    Supports an Extension.

Teresa K. D. Currier, Esq., at Klett Rooney Lieber & Schorling in
Wilmington, contents herself with saying simply that the
Committee has been monitoring the course of these chapter 11
cases and believes that the Grace Debtors are properly performing
their DIP duties.  Ms. Currier gives the Grace Debtors credit for
the settlements of the Sealed Air and Fresenius adversary
proceedings, and for preparation for the science trial in the ZAI
litigation.  Therefore, the Equity Committee supports the
Debtors' request and thinks that six months is a reasonable
extension.  

(C) The Debtors Respond: "The Best Hope"

The "best hope of a prompt and successful chapter 11 Plan for
these estates continues to lie with the Debtors."  Paula A.
Galbraith, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
PC in Wilmington points with pride to the Debtors' establishment
of procedures and timetables to resolve its asbestos litigation
and related claims as evidence of the Debtors' diligent efforts
toward a plan.

             Judge Fitzgerald Approves Extension

The important items of litigation in W.R. Grace's cases are on
track to be determined soon, Judge Fitzgerald observes, and the
Debtors haven't lost control of their restructuring.  Judge
Fitzgerald doesn't buy that the Asbestos Committee is in any
better position to propose and file a plan than the Debtors.  
Judge Fitzgerald rules that the Debtors' Exclusive Plan Filing
Period will remain intact through February 1, 2004, and the
company's exclusive right to solicit acceptances of that plan
runs through April 1, 2003.  (W.R. Grace Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)             
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.      
Caraco Pharm Lab        CARA        (20)          20       (2)
Cincinnati Bell         CBB      (2,104)       1,467     (327)     
Cubist Pharmaceuticals  CBST         (7)         221      131    
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)               
Caraco Pharm Labs       CPD         (20)          20       (2)               
Centennial Comm         CYCL       (470)       1,607      (95)     
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Graftech International  GTI        (351)         859      108   
Hollywood Casino        HWD         (92)         553       89   
Hexcel Corp             HXL        (127)         708     (531)   
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)   
Kos Pharmaceuticals     KOSP        (75)          69      (55)  
Lodgenet Entertainment  LNET       (101)         298       (5)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)   
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154  
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.     
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)   
ON Semiconductor        ONNN       (525)       1,243      195   
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)   
Rite Aid Corp           RAD         (93)       6,133    1,676    
Revlon Inc.             REV      (1,641)         939       44     
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
Solutia Inc.            SOI        (249)       3,342     (231)        
I-Stat Corporation      STAT          0           64       33     
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)  
Thermadyne Holding      THMD       (665)         297      139  
TiVo Inc.               TIVO        (25)          82        1   
Triton PCS Holdings     TPC         (36)       1,617      172     
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)    
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.   
Warnaco Group           WRNC     (1,856)         948      471         
Western Wireless        WWCA       (464)       2,399     (120)   
Xoma Ltd.               XOMA        (11)          72       30
               
                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***