TCR_Public/030904.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 4, 2003, Vol. 7, No. 175   

                          Headlines

ADVOCAT INC: Inks Definitive Pact to Sell Canadian Unit for $12M
AKAMAI TECHNOLOGIES: Selects FitzGerald Comms. for PR Services
AM COMMUNICATIONS: Gets Nod to Pay Vendors' Prepetition Claims
AMERCO: BMO Global Capital Allows Use of Cash Collateral
AMERICA WEST: Reports Outstanding July Operating Statistics

AMERICAN AIRLINES: August 2003 Load Factor Climbs to 79.5%
AMES DEPARTMENT: Sues 495 Creditors to Recover Pref. Transfers
ARMSTRONG: AWI Agrees to Extend Plan Voting Deadline to Oct. 17
ASSET SECURITIZATION: Fitch Cuts Several Series 1997-D5 Ratings
ATA HLDGS: Watch Implications Changed to Developing from Neg.

BUDGET GROUP: Challenges Various Claims Amounting to $106 Mill.
CALYPTE BIOMEDICAL: Raises $10 Million in Equity Financing Deal
CAREMARK RX: Inks Definitive Merger Agreement with AdvancePCS
CASELLA WASTE: Hosting FY 2004 Q1 Conference Call on Sept. 11
CHILDTIME LEARNING: July 18 Working Capital Deficit Tops $14MM

CONSECO FIN.: S&P Further Yanks Related Trust Rating Down to D
CONSOLIDATED FREIGHTWAYS: Auctioning-Off San Marcos Facility
CONSOLIDATED FREIGHTWAYS: 2 Ohio Facilities Up on Auction Block
CONSOLIDATED FREIGHTWAYS: Auctioning-Off 2 Washington Facilities
CONSOLIDATED FREIGHTWAYS: Puts Newark Facility on Auction Block

CONSOLIDATED FREIGHTWAYS: Selling Fayetteville Distr. Facility
CONSOLIDATED FREIGHTWAYS: Auctioning-Off Oklahoma City Facility
CONSOLIDATED FREIGHTWAYS: Stoughton Facility Up on Auction Block
COOK AND SONS: Wants to Pay $500,000 Vendors' Prepetition Claims
CONTINENTAL AIRLINES: Flies 6BB Revenue Passenger Miles in Aug.

COVANTA ENERGY: SMG Seeks Stay Relief to Initiate Arbitration
DELTA AIR LINES: Files Form S-3 re 8% Conv. Sr. Notes Offering
DEVINE ENTERTAINMENT: Pursuing Actions to Ensure TSX Listing
DII INDUSTRIES: Eyes October Prepackaged Chapter 11 Filing
DIVERSIFIED CORPORATE: Hire BDO Seidman as New External Auditors

EAGLE FOOD CENTERS: Accepts Bids for Certain Assets of 5 Stores
GENUITY INC: Value Allocation is Cornerstone of Debtors' Plan
GLOBAL CROSSING: Court Approves Revised DIP Financing Agreement
GRUPO IUSACELL: Default Waiver Further Extended to October 30
HANGER ORTHOPEDIC: Commences Tender Offer for 11.25% Sr. Notes

HANGER ORTHOPEDIC: S&P Rates $150-Mil Senior Secured Debt at B+
HAYES LEMMERZ: Sells RTC Center to Nationwide Wheels Inc.
HOLLINGER: Brings-In Advisor's Services to Raise Equity Capital
JOHNSONDIVERSEY: 10.67% Sr. Discount Notes Gets S&P's B Rating
KMART CORP: Has Until Sept. 23 to Move Pending Actions to Ill.

LA QUINTA: Board Declares Dividend on 9% Preferred Shares
LTV CORP: Court Fixes September 19 as Admin. Claims Bar Date
LTWC CORP: Asset Sale Auction Convening on Sept. 10 in Delaware
MANDALAY RESORT: Reports Improved Second Quarter 2003 Results
MERRILL LYNCH: Fitch Rates 2 Ser. 2003-E Note Classes at BB+/B+

MET-COIL: Wants to Continue Employing Ordinary Course Profs.
MITEC TELECOM: Completes Sale of BEVE Electronics to NOTE AB
N2H2: Seeks Shareholders' Nod of Asset Sale to Secure Computing
NBTY INC: Plans to Trade on New York Stock Exchange
O-CEDAR HOLDINGS: Taps O'Melveny & Myers as Bankruptcy Attorneys

OGLEBAY NORTON: S&P Drops Ratings to D After Interest Non-Payment
ORDERPRO LOGISTICS: Needs Additional Capital to Fund Operations
P-COM INC: Appoints Sam Smookler as President and CFO
PERLE SYSTEMS: Royal Capital Agrees to Forbear Until Sept. 30
PG&E NATIONAL: Court OKs Trading Restrictions to Preserve NOLs

PILLOWTEX: Gets Waiver to Continue Existing Investment Practices
PLYMOUTH RUBBER: AMEX Accepts Plan to Meet Listing Requirements
QWEST COMMS: Appoints Paula Kruger EVP of Consumer Markets
QWEST COMMUNICATIONS: Wins State of Montana Contract Extension
SEVEN SEAS PETROLEUM: Texas Court Confirms Second Amended Plan

SIERRA PACIFIC: Low-B Level Ratings Placed on Watch Negative
SIMMONS CO: Possible Sale Prompts S&P to Keep Ratings Watch
SIMULA: Inks Definitive Pact to Sell Assets to Armor for $110MM
SIRIUS SATELLITE: Files $500 Mill. Shelf Registration Statement
SPIEGEL GROUP: Pulling Plug on Quadrant Call Center Lease

SSP SOLUTIONS: June 30 Working Capital Deficit Widens to $8 Mil.
SUNBLUSH: Obtains Nod for Additional $250K Loan Facility Advance
SUREBEAM CORP: Nasdaq Delisting Hearing Scheduled for Sept. 18
TECO ENERGY: Initiates Action to Return to Core Utility Business
TENET HEALTHCARE: Triad Acquiring 4 Tenet Hospitals in Arkansas

THERMOVIEW INDUSTRIES: James J. TerBeest Steps Down as CFO
TRIMAS CORP: Benson K. Woo Named New Chief Financial Officer
TURNSTONE SYSTEMS: Board Adopts Liquidation & Dissolution Plan
US AIRWAYS: Settles Claims Dispute with Maryland Gov't Agencies
US FLOW CORP: First Creditors Meeting Scheduled for September 22

VALHI INC: Board Declares Regular Quarterly Dividend
VINTAGE PETROLEUM: CEO to Present at Lehman Brothers Conference
WALTER INDUSTRIES: Lowers Earnings Guidance for Full-Year 2003
WEIRTON STEEL: Hires Global Tax to Render Consultancy Services
WESTERN REFINING: S&P Assigns B+ Corporate Credit Rating

WESTPOINT STEVENS: Court Fixes Oct. 3 as General Claims Bar Date
WORLD WIRELESS: Fails to Meet AMEX Continued Listing Standards
WORLDCOM INC: AT&T Files Civil-Racketeeing Suit vs. MCI/Worldcom
WORLDCOM INC: Court Approves $21 Million Cisco Settlement Pact

* FTI Consulting Completes Sale of SEA Practice Group
* Huron Consulting Brings-In Terry Lloyd as Managing Director
* Rogers Townsend Named Fannie Mae and Freddie Mac Counsel
* Wells Fargo & Company Acquires Trumbull Associates LLC

* DebtTraders' Real-Time Bond Pricing

                          *********

ADVOCAT INC: Inks Definitive Pact to Sell Canadian Unit for $12M
----------------------------------------------------------------
Advocat Inc. (OTC Bulletin Board: AVCA) signed a definitive
agreement to sell the stock of its wholly owned Canadian
subsidiary, Diversicare Canada Management Services Co., Inc., to
DCMS Holding, Inc., a privately-owned Ontario corporation, for
$16.5 million Canadian (approximately $12 million U.S. dollars).  

The transaction includes 14 nursing homes and 20 assisted living
facilities in the Canadian provinces of Ontario, British
Columbia and Alberta operated by Diversicare Canada Management
Services Co., Inc.  Advocat's shareholders will be asked to
approve the transaction at a special meeting to be held on or
about October 30, 2003.

Under terms of the agreement, the purchaser will deposit $1
million Canadian in escrow prior to Advocat's stockholders'
meeting.  Advocat will receive the deposit and $7.5 million
Canadian at closing plus a note for $8.0 million Canadian payable
over five years.  The proceeds from the transaction will be used
to pay down debt under Advocat's bank credit facility.  The
closing is contingent upon certain regulatory approval.

"The proposed sale of our Canadian subsidiary will allow us to
focus on our U.S. operations and reduce our overall debt," stated
William R. Council, Chief Executive Officer.  "We have been
working for some time to sell these assets and believe this
transaction is in the best interest of our shareholders.  It will
strengthen our financial position by providing funds to pay down
our debt, reduce ongoing interest costs and streamline our
accounting and reporting systems."

Advocat Inc. -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $43 million -- provides
long-term care services to nursing home patients and residents of
assisted living facilities in 9 states, primarily in the
Southeast, and three provinces in Canada.

For additional information about the Company, visit Advocat's Web
site: http://www.irinfo.com/avc


AKAMAI TECHNOLOGIES: Selects FitzGerald Comms. for PR Services
--------------------------------------------------------------
FitzGerald Communications Inc.(TM), a strategic technology
communications agency and an Omnicom company, announced that
Cambridge-based Akamai Technologies, Inc., known for having
deployed the world's largest, globally-distributed computing
platform, has chosen FitzGerald as its public relations agency of
record.  

FitzGerald's programs for Akamai will focus primarily on media
relations, thought leadership programs, and speaking opportunities
to support the Company's vision of The Business Internet.

"FitzGerald is synergistic with Akamai in their ability to
understand how a technology-based service organization works and
how to combine strategic thinking with smart implementation to
deliver the best results for clients," said Jeff Young, Director
of Public Relations for Akamai.  "We look forward to working with
them in more than just an agency-client capacity, in fact, we
expect that they'll operate as an extension of our marketing
team," added Young.

FitzGerald's work will utilize Akamai's technical expertise and
large, growing customer base of enterprises and government
agencies to support thought leadership programs on:  Utility
Computing, Internet Security and Driving Revenue on the Internet.  
FitzGerald's programs will also evangelize Akamai
EdgeComputing(SM), an evolution of the Company's market-leading
content and application delivery services that enables enterprises
to deliver J2EE Web applications that scale 'on demand.'  Core to
FitzGerald's work will also include communicating Akamai's view
into the inner-workings and overall health of the Internet, and
how this unique visibility translates into customer value.

"Like so many people in the technology industry Akamai is a
company that I have watched and admired from its inception," said
Maura FitzGerald, agency founder and CEO.  "They represent a
technology vision that has changed the way people view the
Internet and its possibilities.  I am delighted that Akamai has
entrusted FitzGerald to help them articulate and evangelize their
vision of The Business Internet."

FitzGerald Communications LLC, was founded in 1994 as a strategic
communications agency serving the high-technology and life
sciences industries.  Differentiated by the integration of
creative strategies with tactical excellence in public relations
and investor relations, FitzGerald delivers results that turn
their clients' vision into market value. FitzGerald was acquired
by Omnicom in 2002.  In 2000, the agency was a runner up for
PRWeek's "Agency of the Year."  In 2002, FitzGerald achieved top
20 placement on The Council of PR Firms' Annual Agency Rankings
according to revenue after only eight years in business.  
FitzGerald is headquartered in Boston with offices in Redwood
Shores, Calif., Washington, D.C. and New York City.  For
additional information, visit http://www.fitzgerald.com

Akamai(R) -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $180 million -- provides
services that enable the world's leading enterprises and
government agencies to extend and control their e-business
infrastructure. Having deployed the world's largest, globally-
distributed computing platform, Akamai ensures the highest levels
of availability, reliability, security, and performance of
networked information and application delivery.  Headquartered in
Cambridge, Massachusetts, Akamai's industry-leading services,
matched with world-class customer care, are used by hundreds of
successful enterprises, government entities, and Web businesses
around the globe.  For more information, visit
http://www.akamai.com


AM COMMUNICATIONS: Gets Nod to Pay Vendors' Prepetition Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to AM Communications, Inc., and its debtor-
affiliates' request to pay prepetition claims held by the
Company's critical vendors.  The Debtors estimate they need to pay
$350,000 to satisfy critical vendor claims.

The Debtors' ability to reorganize their affairs and maintain the
value of their businesses under Chapter 11 protection is
dependent, in large part, upon the uninterrupted supply of
services furnished by various vendors who supplied services
prepetition. At this time, the Debtors seek to only pay Vendors
who are subcontractors essential to maintaining the Debtors'
operations.

The goods and services furnished by these Vendors are unique
personal services. In fact, there are few or no other suppliers
from which the Debtor may secure a suitable substitute. Further,
the Debtors and their predecessors have long relationships with
many of these Vendors who provide a specialized workforce, without
which the Debtors could not complete its contracts with its
customers. Therefore, the Debtors' ability to obtain goods and
services for the continued operation of its business is dependent
upon the continuing flow of services from the Vendors.

Headquartered in Quakertown, Pennsylvania, AM Communications,
Inc., and its debtor-affiliates provide services to the
television, cable and wireless industry, their services include
installation and maintenance of television lines and wireless
systems in the Northeastern and Southeastern parts of the U.S. The
Company filed for chapter 11 protection on August 28, 2003 (Bankr.
Del. Case No. 03-12689).  Steven M. Yoder, Esq., Neil B. Glassman,
Esq., and Christopher A. Ward, Esq., at The Bayard Firm represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $29,886,155 in
total assets and $25,641,048 in total debts.


AMERCO: BMO Global Capital Allows Use of Cash Collateral
--------------------------------------------------------
On July 27, 1999, U-Haul International, Inc. as lessee and
Construction Agent, AREC as Lessee, AMERCO as Guarantor, The Bank
of Montreal as Administrative Agent and BMO Global Capital
Solutions, Inc., as lessor and lender, entered into an Amended
and Restated Participation Agreement and related notes, master
and supplemental lease agreements, security agreements, mortgages
and other instruments -- the AREC Loan Documents.

As of June 20, 2003, AMERCO was indebted to the Bank of Montreal
and BMO Global -- the Participants -- an aggregate principal
amount of $148,367,810, plus interest accrued thereon through its
Petition Date, plus other costs and expense provided for in the
AREC Loan Documents -- the AMERCO Indebtedness -- all pursuant to
and as evidenced by an Amended and Restated Guaranty dated as of
July 27, 1999 AMERCO made in favor of the Participants.

As of August 13, 2003, AREC was indebted to the Participants an
aggregate principal amount of $148,367,810, plus interest accrued
thereon through the AREC Petition Date, plus other costs and
expenses provided for in the AREC Loan Documents.

As security for the payment of the AREC Indebtedness, AREC
granted to the Agents, for and on behalf of the Participants,
valid, perfected, enforceable and unavoidable liens upon, and
security interests in, and mortgages against, the real property
agreed on, plus certain fixtures, personal and other items
related to the Properties and some or all of the cash and other
proceeds generated by the Properties -- the Prepetition
Collateral.  The Debtors each acknowledge and agree that the
Agent's liens upon, security interests in and mortgages upon the
Prepetition Collateral are valid, perfected, enforceable and
unavoidable.

The Debtors are in default under the AREC Loan Documents and the
AMERCO Guaranty, and all amounts payable to the Participants are
now fully due and payable.  However, the Debtors require the use
of the Prepetition Collateral for the operation of their
businesses in the ordinary course.

The Agents, on behalf of the Participants, have made a good faith
request for adequate protection of their interests in the
Prepetition Collateral and are willing to consent to the Debtors'
use of the Prepetition Collateral on the terms and conditions of
the Stipulated Order.

Prior to the Petition Date, the Debtors and the Agents were
parties to a Standstill Agreement, pursuant to which the parties
agreed that interest, fees and costs associated with the AREC
Indebtedness would be paid by the Debtors and other parties to
the AREC Loan Documents to the Agents monthly in advance.  The
Debtors and the Agents agreed that this arrangement will continue
postpetition as part of the adequate protection provided to the
Agents on behalf of the Participants, except that postpetition,
the Debtors will pay interest to the Agents, which will continue
to accrue as part of the Participants' claims against the
Debtors' estates, subject to any defenses the Debtors may have.

BMO agree that there is good cause, and, in the case of each
Debtor, it is in the best interest of the estate and its
creditors, that the Debtors be authorized to use the Prepetition
Collateral pursuant to the terms of this Stipulated Order.

The Parties agree that:

   (a) The Debtors will not use the Prepetition Collateral,
       including any Cash Collateral, except as authorized and
       permitted by this Stipulation and by subsequent Court
       order;

   (b) The Debtors acknowledge that as of AREC's Petition Date:

       -- the Agents, for and on behalf of the Participants,
          hold valid, perfected, enforceable and unavoidable
          liens and mortgages against the Petition Collateral;

       -- the Participants have an allowed secured claim as of
          the Petition Date in an aggregate amount of not less
          than $148,367,810, plus interest, fees and costs; and

       -- the value of the Prepetition Collateral is greater
          than the amount of the BMO Synthetic Lease Claim and
          is sufficient to fully satisfy the BMO Synthetic Lease
          Claim including any claim for interest to accrue
          thereon from and after the AREC Petition Date;

   (c) As adequate protection for the Participants' interests in
       the Prepetition Collateral, and consistent with Section
       552 of the Bankruptcy Code, proceeds, products, rents and
       profits of the Prepetition Collateral, and all property
       and assets of AREC, which are of the same type or nature
       as the Prepetition Collateral, coming into existence or
       acquired by AREC on or after the commencement of its
       bankruptcy caser are deemed to be Prepetition Collateral,
       subject to the prepetition mortgages, security interests
       and collateral documents of the Agents;

   (d) The liens and security interests granted to the
       Participants will be valid, perfected, enforceable and
       unavoidable without the need for the execution or filing
       of any further document or instrument otherwise required
       to be executed or filed under applicable non-bankruptcy
       law;

   (e) On or before the first business day of each month, the
       Debtors will make payments to the Agents in an amount
       equal to accrued and unpaid non-default rate interest
       plus accrued and unpaid reasonable fees and costs payable
       by the Debtors under the AREC Loan Documents and interest
       in the amount of the difference between the default rate
       and the non-default rate under the AREC Loan Documents
       will continue to accrue as part of the Participants'
       claims against the Debtors' estates, subject to any
       defenses the Debtors may have;

   (f) This Stipulation does not constitute a determination of
       the validity or priority of the prepetition liens and
       security interests the Agents or the Participants claimed
       in the Prepetition Collateral;

   (g) As further adequate protection for the Participants'
       interests in the Prepetition Collateral, the Debtors will:

       -- keep and maintain the Properties in a good state of
          repair and condition and consistent with the AREC Loan
          Documents and past practices;

       -- keep, observe and perform all of their obligations
          under any contractual arrangements relating to each
          Property;

       -- comply with all federal, state and municipal laws,
          ordinances, regulations and orders relating to each
          Property;

       -- not sell or assign, or enter into any agreement to
          sell or assign, or create or permit to exist or
          encumbrance on any Prepetition Collateral or any
          portion thereof;

       -- not allow any permit, receipt, license, or right
          currently in existence with respect to the operation,
          use, occupancy or maintenance of any Property to
          expire, be cancelled or otherwise terminated;

       -- pay or cause to be paid all postpetition taxes,
          assessments and other impositions levied or assessed
          against each of the Debtors and the Properties or any
          part thereof prior to the date on which the payment
          thereof is due consistent wit the AREC Loan Documents;

       -- maintain or cause to be maintained in full force and
          effect the present policies and level of insurance
          with respect to each Property consistent with the AREC
          Loan Documents;

       -- use, sell or dispose of the Prepetition Collateral
          only in the ordinary course of business consistent
          with the AREC Loan Documents and terms and conditions
          usual and customary in the industry; and

       -- cause U-Haul International to provide the Agents with
          an estoppel certificate;

   (h) The Agents will be given access to the Debtors' books,
       records and documents consistent with the AREC Loan
       Documents during normal business hours and without
       interfering with the Debtors' operations, including,
       without limitation, on check registers, general ledgers,
       journal entries, payroll journals, cash activity reports,
       aged account receivable, aged account payable, bank
       reconciliations, cancelled checks, bank debit and credit
       advices, bank statements, leases and contracts;

   (i) The Debtors will provide to the Agents these reports and
       information:

       -- monthly operating statements,

       -- all reports and information required under the AREC
          Loan Documents,

       -- all reports and information provided to its lenders as
          adequate protection or in connection with the
          extension of financing, and

       -- other information that the Agents may from time to time
          request;

   (j) The automatic stay will be lifted and vacated to the
       extent necessary, if any, to authorize the payments and
       to implement and effectuate the terms and conditions of
       this Order.  The automatic stay, in all other respects,
       will remain in effect during the pendency of this case;

   (k) The Agents have a perfected, enforceable, unavoidable
       first priority lien on the Collateral.  The Debtors may
       not seek to recover any amount from or avoid any transfer
       to or lien or other interest of the Agents on account of
       any claim, right, action, causes of action, or liability
       including any claim, right, action, causes of action or
       liability that may exist or arise under Sections 506,
       510, 541, 542, 544, 547, 548, 549, 550, 552 or 553 of the
       Bankruptcy Code;

   (l) The Debtors' right to use the Cash Collateral
       automatically and immediately will terminate without
       notice, demand, order, or other action, if any of these
       events occurs:

       -- the Debtors has paid in full all amounts and claims
          payable or owing under the Loan Documents and this
          Stipulation;

       -- a Court order prohibiting the Debtors from using the
          Cash Collateral;

       -- the Debtors' failure to comply with any material
          terms, conditions or covenant contained in this
          Stipulation or the Loan Documents;

       -- the Debtors ceases to operate all or substantially
          all of its business as presently conducted;

       -- the Debtors sold all or substantially all of the
          estate property;

       -- the Court appoints a trustee or an examiner with
          expanded powers to operate the Debtors' businesses;

       -- the Court authorizes a lien under Section 364(c) or
          364(d) on the Collateral or the Prepetition Collateral
          to secure any credit obtained or debt incurred,
          including the DIP Facility that would be senior or
          equal to any lien held by or granted to the Secured
          Creditor under the Loan Documents or this Stipulation;

       -- the Court grants relief from the automatic stay that
          allows any entity to proceed against any material
          asset of the Debtors;

       -- the Debtors ask the Court to reconsider this
          Stipulation, deny the validity or extent of the
          Secured Creditors lien on the Collateral, or surcharge
          the Collateral;

       -- the Debtors ask the Court to impair or change the
          Secured Creditor's rights, remedies, claims, powers
          and benefits or authorize the use, sale or disposition
          of the Collateral, or obtain credit secured by any
          Collateral, without the Secured Creditor's prior
          written consent; or

       -- the Debtors' failure to comply with any term of this
          Stipulation;

   (m) Upon the occurrence of a Termination Event, the Debtors
       may not, without further Court order, use, sell or lease
       the Cash Collateral, and will segregate and account for
       any Cash Collateral in the Debtors' possession, custody
       or control and hold the Cash Collateral for the benefit
       of the Secured Creditor; and

   (n) The Debtors may not propose, or consent to a proposal,
       to obtain credit for or incur debt through the Debtors
       that is secured by a lien that is senior or equal to the
       Secured Creditor's lien on the Collateral and the
       Postpetition Collateral without the prior written consent
       of the Secured Creditor. (AMERCO Bankruptcy News, Issue No.
       6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICA WEST: Reports Outstanding July Operating Statistics
-----------------------------------------------------------
America West Airlines (NYSE: AWA) ranked in the top three major
airlines in all operational statistics for the second month in a
row as stated in Tuesday's U.S. Department of Transportation Air
Travel Consumer Report.  As a result, all 12,000 America West
employees will receive a $50 bonus payment for meeting operational
goals for the second consecutive month.

"We are pleased to reward our employees for their outstanding
efforts in making America West an industry leader," said Jeff
McClelland, executive vice president and chief operating officer.

America West's on-time performance was 82.0 percent for the month
of July 2003, up 4 percent from July 2002.  Customer complaints to
the DOT dramatically declined 70 percent to .63 per 100,000
passengers in July 2003. America West cancelled only 0.8 percent
of its flights in July 2003 for a completion factor of 99.2
percent.  Additionally, the airline reported 3.44 mishandled bags
per 1,000 passengers, a 15 percent improvement from July 2002.

"Our 12,000 employees have proven that with their teamwork and
dedication, America West continues to provide our customers with
outstanding operational performance," added McClelland.

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines is the nation's second largest low-
fare airline and the only carrier formed since deregulation to
achieve major airline status.

As reported in Troubled Company Reporter's July 30, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
America West Airlines Inc.'s $75 million 7.25% senior exchangeable
notes due 2023, offered under Rule 144A with registration rights.
The notes are guaranteed by America West Airlines' parent, America
West Holdings Corp. (both rated B-/Negative/-).

"The ratings on America West reflect risks relating to the adverse
airline industry environment, a weak balance sheet, and limited
financial flexibility," said Standard & Poor's credit analyst
Betsy Snyder. "After significant losses incurred since 2001, which
almost resulted in its filing for Chapter 11 bankruptcy
protection, the company finally reported a profit in the second
quarter of 2003, even before the inclusion of an $81 million
refund from the federal government," the credit analyst continued.

America West Holdings' major subsidiary is America West Airlines
Inc., the eighth-largest airline in the U.S, with hubs located at
Phoenix and Las Vegas. America West benefits from a low cost
structure, among the lowest in the industry. However, it competes
at Phoenix and Las Vegas against Southwest Airlines Co., the other
major low-cost, low-fare, operator in the industry and financially
the strongest. As a result, due to the competition from Southwest,
as well as America West's reliance on lower-fare leisure
travelers, its revenues per available seat mile also tend to be
among the lowest in the industry. In addition, America West
Holdings owns the Leisure Co., one of the nation's largest tour
packagers.


AMERICAN AIRLINES: August 2003 Load Factor Climbs to 79.5%
----------------------------------------------------------
American Airlines, the world's largest carrier, reported a record
high monthly load factor for the second month in a row.  The
carrier's August load factor of 79.5 percent topped the prior
record of 78.3 percent, set in August 2000, and improved 3.9
points compared to last year.  The year-over-year gains were
achieved in both domestic and international markets, with a load
factor increase of 4.6 points in domestic markets and 2.0 points
in international markets.

For the month, overall capacity declined 6.5 percent year over
year, yet traffic fell by a much smaller 1.7 percent.  Domestic
traffic was down 3.4 percent on a 9.1 percent capacity reduction.  
In international markets, August traffic increased 2.7 percent on
virtually flat capacity year over year.

American boarded 8.4 million passengers in August.
    
Current AMR Corp. (NYSE: AMR) (S&P, B- Corporate Credit & CCC
Senior Unsecured Convertible Debt Ratings, Negative) news releases
can be accessed via the Internet.  The address is
http://www.amrcorp.com


AMES DEPARTMENT: Sues 495 Creditors to Recover Pref. Transfers
--------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates made
certain transfers to different creditors on account of antecedent
debts while they were presumed insolvent.  Due to these transfers,
certain creditors recovered more than what they would have
received if the Debtors' cases were under Chapter 7 of the
Bankruptcy Code and if the avoidable transfers had not been made.  
These creditors also received more than what they would recover
under Chapter 11 provisions.

Within June 2003, the Debtors filed with the Court 495 complaints
to avoid preferential transfer.  The largest creditor-defendants
include:

                                    Amount Received Within
      Defendant                     90 Days of the Petition Date
      ---------                     ----------------------------
      Beacon Looms Inc.                     $1,299,666
      Conair Corporation                     1,013,479
      Coyne Chemical Co. Inc.                1,133,555
      Daewoo Corp. of America                1,153,490
      Eastman Kodak Co.                      1,182,022
      Fiesta Gas Grills LLC                  1,868,263
      Hamilton Beach/Proctor-Silex, Inc.     1,599,318
      Little Tikes Co.                       1,811,346
      M Hidary & Co., Inc.                   1,308,059
      Jack of All Games                      3,515,637
      Sony Music Entertainment               1,147,947
      Union Underwear Co. d/b/a              3,041,127
         Fruit of the Loom

The Debtors assert that these transfers should be avoided and set
aside as preferential and that the money transferred should be
returned to them pursuant to Sections 547(b) and 550(a) of the
Bankruptcy Code. (AMES Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ARMSTRONG: AWI Agrees to Extend Plan Voting Deadline to Oct. 17
---------------------------------------------------------------
Armstrong World Industries, Inc. tells Judge Newsome that it
accedes to the request of the Official Committee of Unsecured
Creditors to extend the deadline for the receipt of ballots
approving or rejecting the Fourth Amended Plan of Reorganization
to and including October 17, 2003.  Rebecca L. Booth, Esq., at
Richards Layton & Finger, in Wilmington, Delaware, relates that
AWI discussed the proposed extension with the Official Committee
of Asbestos Claimants and counsel for Dean M. Trafelet, the Legal
Representative for AWI's future asbestos personal injury
claimants, and each agreed to the requested extension so long as
the deadline is extended to all classes entitled to vote on the
Plan.

Ms. Booth explains that the extension of the voting deadline is
not intended to affect any other deadlines set out in the
Disclosure Statement Order, or relating to confirmation of the
Plan, including the September 22, 2003, deadline for filing
objections to confirmation of the Plan. (Armstrong Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


ASSET SECURITIZATION: Fitch Cuts Several Series 1997-D5 Ratings
---------------------------------------------------------------
Fitch Ratings downgrades and maintains the Rating Watch Negative
status on the following classes of Asset Securitization Corp.'s
commercial mortgage pass-through certificates, series 1997-D5:

     -- $39.5 million class A-5 to 'BB' from 'BBB';
     -- $43.9 million class A-6 to 'B' from 'BB+';
     -- $21.9 million class A-7 to 'B-' from 'BB'.

The following classes are downgraded and removed from Rating Watch
Negative:

     -- $39.5 million class B-1 to 'C' from 'B';
     -- $39.5 million class B-2 to 'C' from 'CCC';
     -- $8.8 million class B-3 to 'C' from 'CC'.

The following classes are placed on Rating Watch Negative:

     -- $9 million class A-1A 'AAA';
     -- $172.6 million class A-1B 'AAA';
     -- $713.0 million class A-1C 'AAA';
     -- $229.8 million class A-1D 'AAA';
     -- $52.6 million class A-1E 'AAA'.

The following classes remain on Rating Watch Negative:

     -- $87.7 million class A-2, 'AA';
     -- $52.6 million class A-3 'A+';
     -- $26.3 million class A-4 'A'.

The following classes are removed from Rating Watch Negative:

     -- $13.2 million class B-4 'C';
     -- $13.2 million class B-5 'C'.

The rating actions are due to expected losses and interest
shortfalls following the deterioration in the value of the eighth
largest loan in the pool, the Hyde Park loan (2.8%), as well as
several other specially serviced loans. Principal losses are
expected to affect classes B-1 through B-6, with most losses due
to occur after the disposition of the Hyde Park loan, secured by a
vacant hospital in Chicago, IL. ORIX Capital Markets, LLC, the
special servicer, prepared a new real estate valuation based on
two Broker Opinions of Value, and a remediation cost estimated by
an environmental firm.

Fitch is placing classes A-1A through A-1E on Rating Watch
Negative. The interest shortfalls, currently affecting classes A2-
through B6, will also affect classes A-1A through A-1E, as of the
September 2003 distribution date. The interest shortfalls are the
result of the reimbursements of servicing advances, including $6.4
million, which the master servicer, GMAC Commercial Mortgage
Corp., is recovering due to the revised valuation of the Hyde Park
hospital, as well as legal fees, expenses and appraisal
subordinate entitlement reductions that resulted from appraisal
reductions on several specially serviced loans. The ongoing legal
fees on the Hyde Park loan are expected to be approximately
$500,000 per month.

The classes will remain on Rating Watch Negative until the
interest shortfalls are recouped. While classes A-1A through A-1E
are currently expected to recoup interest shortfalls with the
December 2003 distribution date, classes A-2, A-3 and A-4 are
currently not expected to recoup the shortfall until March 2004,
August 2004, and January 2005, respectively. As long as the Hyde
Park loan remains in the trust, class A-5 is expected to
experience shortfalls for at least four years, and the interest
shortfalls on classes A-6 through B-6 are not expected to be
recovered unless the trust is successful in recovering funds as a
result of the representations and warranties claim (lawsuit).

The lawsuit, filed on behalf of the trust against the depositor
and mortgage loan seller to have the Hyde Park loan repurchased is
expected to continue through 2005. Based on the total loan
exposure, which includes unpaid principal balance as well as legal
fees, advances and cumulative ASERs, and an estimate of future
legal fees and non-recoverable advances, Fitch expects losses of
approximately $80 million.

Additionally, Fitch anticipates losses of approximately $23
million on seven of the other specially serviced loans (2.4%).
ORIX is pursuing representation and warranty claims against the
loan seller for the entire principal balance on four of these
loans. While these lawsuits may lessen or eliminate losses to the
trust, Fitch assumes losses based on the current property
valuations until the lawsuits' outcomes are known.

While there has been a decline in the pool performance due to the
increased number of loans of concern, five loans, the Saul Centers
pool, 3 Penn Plaza, the Fath Multifamily pool, Swiss Bank Tower
and Comsat maintain investment grade credit assessments. One loan,
the Westin Casuarina Resort, maintains a below investment grade
credit assessment.

Fitch will continue to monitor this transaction for developments
on the Hyde Park repurchase claim, the loans in special servicing
and any other potential issues.


ATA HLDGS: Watch Implications Changed to Developing from Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its ratings on ATA Holdings Corp. and subsidiary
ATA Airlines Inc., including its 'CCC' corporate credit ratings,
to developing from negative. The ratings were initially placed on
CreditWatch on March 18, 2003, and subsequently lowered to current
levels July 29, 2003.

"The revised CreditWatch implications reflect the company's
Aug. 29, 2003, announcement that it has filed an exchange offer
for its $175 million senior unsecured notes due August 2004 and
$125 million senior unsecured notes due December 2005," said
Standard & Poor's credit analyst Betsy Snyder. "Successful
conclusion of the exchange offer, which is voluntary for
bondholders, plus other actions to defer near-term cash
obligations, should alleviate somewhat ATA's liquidity problems,"
the analyst continued.

For those holders of the 2004 notes who exchange the outstanding
notes for the new notes, the new terms are $940 principal of 11%
senior notes due 2009 and $60 cash. For those holders of the 2005
notes who exchange the outstanding notes for the new notes, the
new terms are $960 principal of 10-1/8% senior notes due 2010 and
$40 cash. In addition, the company has reached agreements with its
three major aircraft lessors to reduce lease payments between
June 30, 2003, and March 31, 2005, with the delayed payments to be
made at a future date. The revised lease terms are contingent upon
completion of the exchange for the new notes by Sept. 30, 2003.

The exchange offer is subject to a minimum acceptance of 85% of
the outstanding notes. The company's financial restructuring is
due to insufficient cash to make its 2004 debt and lease payments,
and the inability to obtain additional near-term financing. If the
company is successful with its exchange offer, ratings could be
upgraded modestly. If it is unsuccessful, ratings would be
lowered, potentially to 'SD' or 'D', if ATA is unable to provide
for full repayment of its obligations.  

The ratings on ATA Holdings Corp. reflect uncertainty regarding
payment of its 2004 debt maturities and lease payments, which the
company is in the process of restructuring. ATA Holdings is the
parent of ATA Airlines Inc., the 10th-largest scheduled air
carrier in the U.S. ATA offers low fares to value-oriented
passengers out of hubs located at Chicago's Midway Airport and
Indianapolis. ATA is also the largest charter airline in North
America, providing charter airline services primarily to U.S. and
European tour operators, as well as to U.S. military and
government agencies.


BUDGET GROUP: Challenges Various Claims Amounting to $106 Mill.
---------------------------------------------------------------
Pursuant to Section 502(b) of the Bankruptcy Code, Rules 3003 and
3007 of the Federal Rules of Bankruptcy Procedures, and Local
Rule 3007-1, the Budget Group Debtors ask the Court, to disallow
in full and expunge 294 Claims amounting to $106,462,925 for these
claims are duplicative of previously-filed proofs of claim.

These claims include:

                         Duplicate      Remaining           
      Claimant           Claim No.      Claim No.       Amount
      --------           ---------      ---------       ------
   Berry, Anthony          4882           4881         $100,000
   Bulgar, Matei           1447           1436        5,000,000
   Cendant Corporation     1573           1591          852,170
   Clark, Leslie           3208           2770        2,000,000
   Dallas County            387             71          792,358
   IRS                      539            418          182,754
   IRS                     3619           3451          249,011
   Dibono, Danielle        1448           1435       10,000,000
   City of El Paso          225            187          412,362
   Ethridge, Gary          4069           4068          200,000

The Debtors believe that it was not the intention of the Claimants
asserting the Duplicate Claims to seek a double recovery against
the Debtors' estates.  Instead, the filing of duplicate claims
appears to be a function of claimants filing the same claims with
both the Claims Agent and either the Debtors or the Clerk of the
Bankruptcy Court.  However, regardless of the Claimants' reason
for filing Duplicate Claims, Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, points
that only one claim should be allowed for each claimant.

Mr. Brady asserts that failure to disallow the Duplicate Claims
will result in the applicable claimants receiving an unwarranted
double recovery against the Debtors' estates, to the detriment of
other unsecured creditors in these cases.  

Furthermore, the Debtors ask the Court to disallow in full and
expunge 186 Claims amounting to $18,645,096 for these Claims were
amended and superseded by subsequently filed proofs of claim.

These Claims include:

                             Claim      Remaining      Remaining
                             To be        Claim          Claim   
   Claimant                Expunged       Number         Amount
   --------                --------     ---------      ---------
   Dallas County               71          1130         $574,235
   IRS                        417          3451          249,011
   City of El Paso            187           325          514,717
   Elkhart County             604          4048          138,090
   Florida Dept of Revenue   1595          1604          149,751
   Iron Mountain Records      570          1397          122,587
   Michigan Treasury         1419          1645          570,132
   Robles, Larry             2977          4880          100,000
   Smith, Annetta             420          3148        5,000,000
   Sprint Communications     1154          1285          575,583

Mr. Brady assures the Court that no prejudice will result to the
holders of Amended Claims because they will receive the same
treatment as other similarly situated claimants for their
Remaining Claims.  

Robert L. Aprati, the Debtors' Executive Vice-President, informs
the Court that considerable resources and time have been expended
to ensure that there exists a high level of diligence in
reviewing and reconciling the proofs of claim filed or pending
against them in these cases.  These claims are being carefully
reviewed and analyzed in good faith with the assistance of the
appropriate personnel, including Trumbull, their Claims Agent.
(Budget Group Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CALYPTE BIOMEDICAL: Raises $10 Million in Equity Financing Deal
---------------------------------------------------------------
Calypte Biomedical Corporation (OTC Bulletin Board: CYPT), the
developer and marketer of the only two FDA approved HIV-1 antibody
tests that can be used on urine samples, as well as an FDA
approved serum HIV-1 antibody Western blot supplemental test,
announced a $10 million equity financing agreement with Marr Group
via the issuance of 20,000,000 restricted shares of common stock
from treasury at a price of $.50 per share.

Commenting on the agreement, Tony Cataldo, Calypte's Executive
Chairman stated, "We are delighted by the continued commitment to
Calypte by Marr Group.  This $10 million agreement brings a total
of $12.5 million invested by Marr Group in Calypte over the past
30 days.  With Marr's latest investment of $10 million we are
confident that the company is sufficiently funded to execute our
business plan."

Marat Safin, Principal of Marr Technologies stated, "We feel that
the current market is extremely strong for the products that
Calypte has approved and ready to deliver.  We are confident in
the distribution network that is being put in place and impressed
with the management team that will carryout the business plan.  
And finally our latest investment of $10 million will provide the
cash needed to drive all these elements and move this company
forward."

Marr Technologies Limited is a member of the Marr Group of
companies. The Group is a private group controlled by the Safin
family and administered from London. Marat Safin, a London School
of Economics graduate, is the President of the Group. The Group
has a large and diverse number of investments and projects
globally, principally in Europe, the Far East, the Middle East and
the CIS, with substantial investments in telecoms and technology
projects including its newly acquired "Green Plus Additive" which
when added to fuel eliminates all traces of sulfur and increases
power while cleaning up the environment. The Group has made
significant progress in placing products and services of its group
companies in the Chinese market and believes that its experience
in China will greatly benefit the joint venture with Calypte.

Calypte Biomedical Corporation -- whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $11
million -- headquartered in Alameda, California, is a public
healthcare company dedicated to the development and
commercialization of urine-based diagnostic products and services
for Human Immunodeficiency Virus Type 1 (HIV-1), sexually
transmitted diseases and other infectious diseases.  Calypte's
tests include the screening EIA and supplemental Western Blot
tests, the only two FDA-approved HIV-1 antibody tests that can be
used on urine samples.  The company believes that accurate, non-
invasive urine-based testing methods for HIV and other infectious
diseases may make important contributions to public health by
helping to foster an environment in which testing may be done
safely, economically, and painlessly.  Calypte markets its
products in countries worldwide through international distributors
and strategic partners.  Current product labeling including
specific product performance claims can be found at
http://www.calypte.com


CAREMARK RX: Inks Definitive Merger Agreement with AdvancePCS
-------------------------------------------------------------
Caremark Rx, Inc. (NYSE: CMX), one of the nation's leading
pharmaceutical services companies, and AdvancePCS (Nasdaq: ADVP),
the nation's leading health improvement company, signed a
definitive merger agreement.

The transaction is valued at approximately $6 billion and creates
a company with a market capitalization of $13 billion (based on
each company's closing share price on September 2, 2003) and
combined annual revenues of $23 billion (based on financial
results reported by each company for the twelve months ended
June 30, 2003).

This strategic combination of Caremark Rx and AdvancePCS joins
together two highly complementary organizations in the competitive
business of providing pharmaceutical and health improvement
services to both the public and private sectors. Specifically,
these services primarily include pharmacy benefits management,
specialty/biotech drug management, disease management/health
improvement and analytics services that are designed to improve
the quality of care and the health of participants while
controlling healthcare costs.

                      Terms of the Agreement

Under the terms of the definitive agreement, Caremark Rx will
acquire 100 percent of AdvancePCS outstanding stock. AdvancePCS
shareholders will receive value equivalent to 2.15 shares of
Caremark Rx stock for each AdvancePCS share, to be paid in
Caremark Rx stock (90 percent) and cash (10 percent). The
transaction has been unanimously approved by the Boards of
Directors of both companies and is subject to certain conditions
including shareholder and regulatory approvals. Following the
transaction, Caremark Rx shareholders will own approximately 58
percent of the combined company and AdvancePCS shareholders will
own approximately 42 percent of the combined company on a fully
diluted basis. The transaction will be structured as a tax-free
reorganization and will be tax-free to both companies and their
respective shareholders, except for the cash to be received by
AdvancePCS shareholders.

Based on financial results reported by each company for the
twelve-month period ended June 30, 2003, the two companies
generated a combined $876 million of EBITDA. In addition, the
combined company is expected to achieve synergies of $125 million
within the first twelve months after closing, resulting in a
transaction that is expected to be accretive in the near term.
Subsequent to the transaction closing, Caremark Rx will have an
anticipated pro forma debt to EBITDA ratio of approximately
1 to 1.

"Caremark Rx and AdvancePCS are a compelling strategic fit with
relatively little market overlap," said Mac Crawford, Chairman and
Chief Executive Officer of Caremark Rx. "Historically, our two
companies have specialized in different areas of the
pharmaceutical benefits management sector. AdvancePCS has built a
strong base of managed care customers while Caremark Rx has
focused on the employer marketplace. Both companies are widely
recognized for their skill in serving their respective customer
bases. Furthermore, Caremark Rx's twenty five years of experience
in specialty distribution combined with AdvancePCS' growth
potential in this area should provide very attractive
opportunities for us going forward. Upon completion, this
combination will create a diversified customer portfolio with a
balanced, clinically-focused offering that should enable us to
deliver exceptional care, service and cost efficiency to our
customers and their participants."

Crawford added: "From a shareholder perspective, this transaction
will create a company with enhanced growth opportunities stemming
from a balanced business model, improved financial flexibility and
exceptional cash flow. Our primary focus will remain on our
customers and their participants. We are committed to providing
high quality, clinically focused services to the combined customer
base. The bottom line is that we expect to be able to offer our
customers enhanced, cost-effective products and services."

David D. Halbert, Chairman, President and Chief Executive Officer
of AdvancePCS, said: "The opportunity presented by the strategic
combination of these two businesses became extremely compelling as
our discussions with Caremark Rx evolved. Combining each company's
strengths will significantly increase our ability to deliver value
to our customers in the fast-changing healthcare environment. The
combined company will possess a stronger infrastructure to help
customers navigate the challenges posed by rising healthcare
costs, the aging population and the rapid development of new
healthcare technologies with innovative, next-generation products
and services while emphasizing high quality care."

The combined company's customer base will include employers,
health plans, third party administrators, state and federal
government agencies, Taft-Hartley groups and other health benefit
plan sponsors. On a combined basis during the twelve months ended
June 30, 2003, Caremark Rx and AdvancePCS managed more than 600
million prescription claims.

                  Enhanced Mail Order Opportunity

Mail order distribution is the fastest growing component of the
pharmaceutical services industry. In light of its convenience and
cost effectiveness for participants, particularly for those in
need of long term medications for chronic diseases, mail order is
becoming more prevalent as the U.S. population ages. According to
a recent Hewitt Study, in 2002, 16 percent of PBM clients utilized
mail order for certain prescriptions, up from 11 percent the
previous year.

The combination of Caremark Rx's recognized expertise in providing
mail order services, including its systems and facilities, with
the AdvancePCS facilities, which employ many of the same industry-
leading automation technologies used by Caremark Rx, will create a
robust platform with the capacity to meet the increasing demand
for mail order services.

          Broader Portfolio of Specialty Distribution
                     and Disease Management

Management of both companies believe that the transaction offers
the opportunity to significantly enhance the depth and breadth of
the specialty pharmaceutical and disease management services
provided to customers of the combined entity.

Specifically, the transaction will combine services covering a
broad array of specialty diseases by combining AdvancePCS' focus
on diseases, such as primary pulmonary hypertension and Gaucher
disease, with Caremark Rx's focus on chronic conditions, such as
hemophilia, multiple sclerosis, Hepatitis C and rheumatoid
arthritis. This range of products will allow the combined entity
to provide a highly robust offering of specialty services to
assist plan sponsors in controlling the high costs associated with
these diseases.

The combination will provide increased focus on complex, chronic
conditions by uniting Caremark Rx's disease management programs,
CarePatterns, with AdvancePCS' offering in this area --
specifically the widely recognized specialty disease management
programs of Accordant Health Services. This combination will offer
customers a proactive patient care model that can significantly
minimize the occurrence of costly medical events and improve
quality of life. The combined entity will offer programs that
carry both physician and participant accreditation from the
National Counsel on Quality and Assurance. In addition, the
combination of AdvancePCS' disease management programs with
Caremark Rx's specialty distribution therapies is expected to
provide a unique solution to customers seeking a more complete
approach.

Caremark Rx was provided financial advice by J.P. Morgan
Securities and UBS and AdvancePCS was advised by Banc of America
Securities and received fairness opinions from Banc of America
Securities and Merrill Lynch & Co.

Caremark Rx intends to file with the Securities and Exchange
Commission a registration statement on Form S-4 that will include
a joint proxy statement/prospectus and other relevant documents in
connection with the proposed transaction. Investors and security
holders of Caremark Rx and AdvancePCS are urged to read the joint
proxy statement/prospectus and other relevant materials when they
become available because they will contain important information
about Caremark Rx, AdvancePCS and the proposed transaction.
Investors and security holders may obtain a free copy of these
materials (when they are available) and other documents filed with
the SEC at the SEC's Web site at http://www.sec.gov  

A free copy of the joint proxy statement/prospectus when it
becomes available may also be obtained from Caremark Rx, 3000
Galleria Tower, Suite 1000, Birmingham, AL 35244 or AdvancePCS,
750 W. John W. Carpenter Freeway, Suite 1200, Irving, TX 75039.

Caremark Rx, AdvancePCS and their respective executive officers
and directors may be deemed to be participants in the solicitation
of proxies from their respective stockholders with respect to the
proposed transaction. Information about the directors and
executive officers of Caremark Rx and their ownership of Caremark
Rx shares is set forth in the proxy statement for Caremark Rx's
2003 annual meeting of stockholders. Information about the
directors and executive officers of AdvancePCS and their ownership
of AdvancePCS stock is set forth in AdvancePCS' fiscal 2003 10K-A
Amendment No. 2. Investors may obtain additional information
regarding the interests of such participants by reading the joint
proxy statement/prospectus when it becomes available.

Caremark Rx, Inc. (S&P, BB+ Senior Unsecured Debt Rating, Stable)
is a leading pharmaceutical services company, providing
comprehensive drug benefit services through its affiliate Caremark
Inc. to over 1,200 health plan sponsors and their participants
throughout the U.S. Caremark's clients include corporate health
plans, managed care organizations, insurance companies, unions,
government agencies and other funded benefit plans. The company
operates a national retail pharmacy network with over 55,000
participating pharmacies, four state-of-the-art mail service
pharmacies, the industry's only FDA-regulated repackaging plant
and nineteen specialty distribution mail service pharmacies for
delivery of advanced medications to individuals with chronic or
genetic diseases and disorders.

AdvancePCS -- http://www.advancepcs.com-- is the nation's largest  
independent provider of health improvement services. AdvancePCS
offers health plans a wide range of health improvement products
and services designed to improve the quality of care delivered to
health plan members and manage costs.

The company's capabilities include integrated mail service and
retail pharmacy networks, innovative clinical services, customized
disease management programs, specialty pharmacy, outcomes
research, information management, prescription drug services for
the uninsured and online health information for consumers.
AdvancePCS clients include Blue Cross and Blue Shield
organizations, insurance companies and HMOs, Fortune 500
employers, Taft-Hartley groups, third-party administrators, state
and local governments, and other health plan sponsors.

AdvancePCS is listed as both a Fortune 500 and a Fortune 500
Global company. AdvancePCS is ranked by Fortune magazine as one of
America's 100 fastest-growing public companies and is included on
the Forbes Platinum 400 list of best big companies. AdvancePCS
earned the No. 3 spot on the Barron's 500 list of best performing
companies.

Additional information about Caremark Rx is available on the World
Wide Web at http://www.caremark.com Additional information about  
AdvancePCS is available on the World Wide Web at
http://advancepcs.com  


CASELLA WASTE: Hosting FY 2004 Q1 Conference Call on Sept. 11
-------------------------------------------------------------
Casella Waste Systems, Inc. (Nasdaq: CWST), a regional, integrated
solid waste services company, will host a conference call on
Thursday, September 11, 2003 to discuss its financial results for
the company's fiscal year 2004 first quarter, which ended July 31,
2003.

The conference call will begin at 10:00 a.m. EDT. Interested
investors can participate by dialing (719) 457-2629 at least 10
minutes prior to the start of the conference call.

The call will also be webcast; to listen, participants should
visit Casella Waste Systems' Web site at http://www.casella.com  
and follow the appropriate link to the webcast.

A replay of the call will be available on the company's website,
or by calling 719-457-0820 (conference code #321235), until 11:59
p.m. EDT on Thursday, September 18, 2003.

Casella Waste Systems (S&P, BB- Corporate Credit Rating, Stable),
headquartered in Rutland, Vermont, provides collection, transfer,
disposal and recycling services primarily in the northeastern
United States.


CHILDTIME LEARNING: July 18 Working Capital Deficit Tops $14MM
--------------------------------------------------------------
Childtime Learning Centers, Inc. (Nasdaq: CTIM) announced
operating results for the 16 weeks ended July 18, 2003, which
reflect a substantial increase in revenues for the same period
last year, largely resulting from the July 2002 acquisition of
Tutor Time Learning Systems, Inc.

For the first quarter of fiscal 2004, the Company's revenues
increased by 41.6% to $62.9 million from $44.4 million for the
same period last year.  The increase was primarily attributable to
the acquisition of Tutor Time, which generated revenues of $18.3
million for the 16 weeks ended July 18, 2003.

Gross profit for the first quarter of fiscal 2004 increased 75.9%
to $8.1 million, as compared to $4.6 million for the same period
last year.  The increase was attributable to the acquisition of
Tutor Time, which contributed $2.4 million, and improved Childtime
center operations, which contributed $5.7 million.

For the first quarter of fiscal 2004, the Company generated
operating income of $0.6 million as compared to an operating loss
of $0.2 million for the same period last year.  The increase was
primarily attributable to increased gross profit of $3.5 million
and decreased exit and closure expenses of $0.3 million, offset by
increased general and administrative expenses of $2.3 million and
increased depreciation and amortization expenses of $0.5 million.

Net loss for the first quarter of fiscal 2004 was $0.3 million, as
compared to a net loss of $0.4 million for the same period last
year.  The improvement was primarily attributable to increased
operating income of $0.8 million offset by increased interest
expense of $0.7 million.

The first quarter of fiscal 2004 loss per share was $0.02 on a
basic and diluted basis as compared to $0.08 on a basic and
diluted basis for the same period last year.  On May 16, 2003, the
Company completed a rights offering under which it issued 14.1
million shares of common stock.  Accordingly, the weighted average
shares outstanding were 13.3 million and 5.2 million for the first
quarters of fiscal 2004 and 2003, respectively.

"We have made significant and measurable improvements in this last
quarter despite the increasingly difficult economy," said Bill
Davis, the Company's President and CEO.  "With the integration of
the Tutor Time acquisition near completion, we are focused on
operational execution, improving revenues and returning the
Company to profitability."

At July 18, 2003, the Company's balance sheet shows that its total
current liabilities exceeded its total current assets by about $14
million.

Childtime Learning Centers, Inc. -- http://www.childtime.com-- of  
Novi, MI acquired Tutor Time Learning Systems, Inc., --
http://www.tutortime.com-- on July 19, 2002, and is one of the  
nation's largest publicly-traded child care providers with
operations in 30 states, the District of Columbia and
internationally. Childtime Learning Centers, Inc. has over 7,500
employees and licensed capacity to provide education and care for
over 50,000 children daily in over 470 corporate and franchise
centers worldwide.

                         *   *   *

As previously reported, the Company maintains a $17.5 million
secured revolving line of credit facility entered into on
January 31, 2002, as amended. Outstanding letters of credit
reduced the availability under the line of credit in the amount
of $2.6 million at January 3, 2003 and $1.8 million at March 29,
2002. Under this agreement, the Company is required to maintain
certain financial ratios and other financial conditions. In
addition, there are restrictions on the incurrence of additional
indebtedness, disposition of assets and transactions with
affiliates. At July 19, 2002 and at October 11, 2002, the Company
had not maintained minimum consolidated EBITDA levels and had not
provided timely reporting as required by the Amended and Restated
Credit Agreement. The Company's lender approved waivers to the
Amended and Restated Credit Agreement for financial results for
the quarter ended October 11, 2002. The Company's noncompliance
with the required consolidated EBITDA levels continued as of
January 3, 2003. In February 2003, the Amended and Restated Credit
Agreement was further amended, among other things, to revise the
financial covenants for the quarters ended January 3 and March 28,
2003 and to shorten the maturity of the line of credit to July 31,
2003. The Company is in compliance with the agreement, as amended.

The Company intends to extend and further amend this agreement
prior to the maturity date, but no assurance can be given that the
Company will be successful in doing so. Should the Company be
unsuccessful in amending this agreement, the Company would be in
default of the agreement, unless alternative financing could be
obtained, and would not have sufficient funds to meet operating
obligations.


CONSECO FIN.: S&P Further Yanks Related Trust Rating Down to D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class HI
B-2 from one Conseco Finance Corp.-related series issued by Home
Improvement & Home Equity Loan Trust 1997-C to 'D' from 'CCC-'.

Conseco Finance Corp. did not make any payments under the limited
guarantee on both the July 15 and Aug. 15, 2003 distribution
dates, causing interest shortfalls on class HI B-2 from Home
Improvement & Home Equity Loan Trust 1997-C, resulting in default.
These interest shortfalls were not made known until corrected
monthly distribution reports were sent on Friday, Aug. 29, 2003.
The reporting model used by the servicer, Green Tree Servicing
LLC, had an error in it, causing a delay in the reporting of the
interest shortfalls.

The rating on the certificate was lowered to 'CCC-' from 'CCC+' on
Sept. 12, 2002, as a result of an analysis that illustrated that
the monthly excess spread alone might not be sufficient to offset
the weakening credit quality of the guarantor, Conseco Finance
Corp., which provides credit support in the form of a limited
guarantee.
   
                        RATING LOWERED
   
             Home Improvement & Home Equity Loan Trust
                                   Rating
        Series    Class      To                 From
        1997-C    HI B-2     D                  CCC-


CONSOLIDATED FREIGHTWAYS: Auctioning-Off San Marcos Facility
------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its San Marcos distribution
facility located at 444 Barham Drive for sale to the highest
bidder, through an open auction process scheduled for
September 10, 2003.

The San Marcos property is a 24-door cross-dock distribution
facility situated on 3.17 acres. It has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Nineteen CF employees formerly worked at the San Marcos terminal.

A contract price of $2,100,000 has been established for the CF
property. Interested parties who would like to participate in the
September 10 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 123 CF properties throughout the U.S. have been sold for
over $234 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: 2 Ohio Facilities Up on Auction Block
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing two of its Ohio
distribution facilities for sale to the highest bidders, through
an open auction process scheduled for September 10, 2003.

The property in Dayton is located at 3100 Transportation Road and
is a 26-door cross-dock distribution facility situated on 5.24
acres. A contract price of $400,000 has been established for the
Dayton terminal, which has been closed to operations since
September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Thirty three CF employees formerly worked
at the Dayton terminal

The CF terminal in Lima is located at 1475 Bowman Road. It is a
14-door cross-dock distribution facility situated on 10 acres.
Four CF employees formerly worked at the Lima terminal. A contract
price of $240,000 has been established for the CF property, also
closed since September 3, 2002.

Interested parties who would like to participate in the September
10 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 123 CF properties throughout the U.S. have been sold for
over $234 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off 2 Washington Facilities
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing two of its Washington
distribution facilities for sale to the highest bidders, through
an open auction process scheduled for September 10, 2003.

The terminal in Woodinville is located at 18707 139th Avenue N.E
and is a 31-door cross-dock distribution facility situated on 3.69
acres. A contract price of $1,600,000 has been established for the
CF property. The facility has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court. 45
CF employees formerly worked at the Woodinville terminal.

CF's terminal in Yakima is located at 1105 South 3rd Street and is
a 24-door cross-dock distribution facility situated on 2.92 acres.
A contract price of $360,000 has been established for the Yakima
property. Twelve CF employees formerly worked there.

Interested parties who would like to participate in the September
10 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 123 CF properties throughout the U.S. have been sold for
over $234 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Puts Newark Facility on Auction Block
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Newark distribution
facility located at 300 Port Street for sale to the highest
bidder, through an open auction process scheduled for
September 10, 2003.

The Newark terminal is a strategically located, 91-door, cross-
dock distribution facility situated on 14.30 acres. A contract
price of $6,500,000 has been established for the CF property. It
has been closed to operations since September 3, 2002 when the
74-year-old company filed for bankruptcy protection. Since then CF
has been liquidating the assets of the corporation under orders of
the bankruptcy court. One hundred and seventy CF employees
formerly worked at the Newark terminal.

Interested parties who would like to participate in the September
10 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 123 CF properties throughout the U.S. have been sold for
over $234 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Fayetteville Distr. Facility
--------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Fayetteville
distribution facility located at 3250 Mid Pines Drive for sale to
the highest bidder, through an open auction process scheduled for
September 10, 2003.

The Fayetteville property is a 22-door cross-dock distribution
facility situated on 6.00 acres and has been closed to operations.
A contract price of $260,000 has been established for the CF
terminal.

The 74-year-old company filed for bankruptcy protection on
September 3, 2002. Since then CF has been liquidating the assets
of the corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the September
10 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 123 CF properties throughout the U.S. have been sold for
over $234 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Oklahoma City Facility
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Oklahoma City
distribution facility located at 1400 South Skyline Drive for sale
to the highest bidder, through an open auction process scheduled
for September 10, 2003.

The Oklahoma City property is a 96-door cross-dock distribution
facility situated on 12.02 acres and has been closed to operations
since September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
One hundred thirty five CF employees formerly worked at the
Oklahoma City terminal.

A contract price of $1,350,000 has been established for the CF
property. Interested parties who would like to participate in the
September 10 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 123 CF properties throughout the U.S. have been sold for
over $234 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Stoughton Facility Up on Auction Block
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Stoughton distribution
facility located at 1148 Park Street for sale to the highest
bidder, through an open auction process scheduled for
September 10, 2003.

The Stoughton property is a 22-door cross-dock distribution
facility situated on 4.21 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Eleven CF employees formerly worked at the Stoughton terminal.

A contract price of $675,000 has been established for the CF
property. Interested parties who would like to participate in the
September 10 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 123 CF properties throughout the U.S. have been sold for
over $234 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


COOK AND SONS: Wants to Pay $500,000 Vendors' Prepetition Claims
----------------------------------------------------------------
Cook and Sons Mining, Inc., and Earnest Cook & Sons Mining, Inc.,
ask for authority from the U.S. Bankruptcy Court for the Eastern
District of Kentucky to pay their Critical Vendors' prepetition
claims to avoid disruption of these important relationships.  

The Debtors propose to pay up to $500,000 of Critical Trade Claims
to Critical Trade Creditors who agree to continue to supply goods
or services to the Debtors on Customary Trade Terms.  

Many of the Critical Trade Creditors provide goods and services to
the Debtors that are essential to the continued operation of their
businesses -- an interruption of which may cause the failure of
the Debtors' attempt to reorganize. In addition, many of the
Critical Trade Vendors rely on the Debtors for the survival of
their own businesses. The payment of the Trade Claims would ensure
that there is no disruption in the Debtors' ability to obtain
goods and services necessary to the operation of its business and
to facilitate the successful reorganization of the Debtors.

The types of goods and services the Critical Trade Creditors
supply include transportation of the Debtors' coal by truck, barge
and railcar, equipment for mining operations, vehicles, computer
and communications services, supplies to ensure the stability and
safety of the mines, mining services and use of equipment,
maintenance services for such mining equipment, services related
to the distribution of payroll checks to employees, and the
provision of explosives for use in the Debtors' mining operations.
Many of these Critical Trade Creditors are individuals or small
companies which the Debtors are likely to discontinue their
services absent payment of prepetition amounts due.

The Debtors point out that the cessation or reduction by Critical
Trade Creditors of credit terms and deliveries of its goods and
services would disrupt the Debtors' operations by forcing the
Debtors to seek new trade vendors for the continuation of basic
day-to-day operations and undermine their ability to reorganize
successfully in these chapter 11 cases.

Headquartered in Whitesburg, Kentucky, Cook and Sons Mining, Inc.,
and debtor-affiliate Earnest Cook & Sons Mining, Inc., are surface
mine operators. The Company filed for chapter 11 protection on
August 25, 2003 (Bankr. E.D. Ky. Case No. 03-70789).  W. Thomas
Bunch, II, Esq., at Bunch & Brock represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed an estimated debt of over $10 million.


CONTINENTAL AIRLINES: Flies 6BB Revenue Passenger Miles in Aug.
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a record August
systemwide mainline load factor of 82.2 percent for August 2003,
3.1 points above last year's August load factor.

In addition, the airline had a record August domestic mainline
load factor of 82.2 percent, 3.6 points above August 2002, and an
international mainline load factor of 82.3 percent, 2.5 points
above August 2002.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 79.8 percent and a
systemwide completion factor of 99.7 percent for its mainline
operations.  Continental maintained strong reliability during the
blackout, canceling only 30 flights for a 97.5 percent completion
factor on Thursday, Aug. 14, and canceling only 15 flights for a
98.9 percent completion factor on Friday, Aug. 15.

"These operational results are outstanding by any standard, but
our employees deserve special recognition for this performance in
light of the massive power outages experienced in the northeastern
United States and southeastern Canada last month," said President
and COO Larry Kellner.  "Our employees responded decisively to the
power outages to keep Continental flying during the disruption and
minimize the impact for our customers," said Kellner.

In August 2003, Continental flew 5.9 billion mainline revenue
passenger miles and 7.1 billion mainline available seat miles
systemwide, resulting in a traffic increase of 1.7 percent and a
capacity decrease of 2.3 percent as compared to August 2002.  
Domestic mainline traffic was 3.5 billion RPMs in August 2003, up
1.9 percent from August 2002, and domestic mainline capacity was
4.2 billion ASMs, down 2.5 percent from August 2002.

Systemwide August 2003 mainline passenger revenue per available
seat mile is estimated to have increased between 4 and 5 percent
compared to August 2002.  For July 2003, systemwide mainline
passenger RASM increased 4.8 percent as compared to July 2002.

Continental's regional operations (Continental Express) set a
record August load factor of 70.7 percent for the month, 4.3
points above last year's August load factor.  Regional RPMs were
536.3 million and regional ASMs were 758.5 million in August 2003,
resulting in a traffic increase of 46.3 percent and a capacity
increase of 37.4 percent versus August 2002.
    
As recently reported, Standard & Poor's Ratings Services assigned
its 'CCC+' rating to Continental Airlines Inc.'s (B/Negative/--)
$150 million 5.0% senior unsecured convertible debt due 2023.
Ratings on Continental were affirmed on June 2, 2003, and removed
from CreditWatch, where they were placed on March 18, 2003.

"Ratings on Continental are based on its heavy debt and lease
burden and relatively limited financial flexibility, which
outweigh better-than-average operating performance and a modern
aircraft fleet," said Standard & Poor's credit analyst Philip
Baggaley.

The outlook on Continental's long-term corporate credit rating
is negative. Losses are expected to narrow and operating cash
flow should turn modestly positive in the second and third
quarters of 2003, but Continental remains vulnerable to any
renewed deterioration in the airline industry revenue
environment.


COVANTA ENERGY: SMG Seeks Stay Relief to Initiate Arbitration
-------------------------------------------------------------
Richard J.J. Scarola, Esq., at Scarola Reavis & Parent, in New
York, informs the Court that Aramark Corporation and Debtor
Covanta Energy Corporation, formerly known as Ogden Corporation,
entered into the Ogden Food & Beverage Concessions & Venue
Management Acquisition Agreement on March 29, 2000.  Under this
Agreement, Aramark Corp. purchased all of the issued and
outstanding capital stock of Ogden Entertainment, Inc., together
with its subsidiaries -- Debtor Sub -- that held all of the
Debtor's rights and interests in some of its food and beverage
concession and venue management businesses.   

The Purchase Agreement contemplated that some of the Debtor Sub's
venue management-related assets would be sold concurrently by
Aramark Corp. to SMG, the identified Third Party Beneficiary of
Ogden's obligations.  SMG is a general partnership owned 50% by
Aramark Facilities Management, Inc. -- a subsidiary of Aramark
Corp.  Aramark Corp. retained the concession-related assets.  
Pursuant to the terms of the Agreement, Aramark paid the Debtor
$236,000,000 in consideration for all issued and outstanding
capital stock of the Debtor Sub.  

The purchase price set forth in the Agreement was negotiated
between Aramark Corp. and the Debtor based, in part, on targets
and estimates of some asset and liability accounts, indebtedness
and available cash on the closing date.  As the Agreement
require, the Debtor delivered to Aramark Corp. the Closing
Statement that set forth the Debtor's figures as to working
capital, indebtedness and available cash at closing.  

The targeted amount for working capital to be delivered at
closing was negative $12,806,000.  In the Debtor Closing
Statement, Mr. Scarola reports, the Debtor contends that the
working capital delivered at closing was negative $11,690,417 and
thus, the working capital exceeded the targeted amount by
$1,115,583.  However, according to the Aramark Corp./SMG Initial
Closing Statement, the working capital delivered at closing was
negative $14,746,000, falling short of the target.  As a result,
the Debtor owed Aramark Corp. or SMG $1,940,000.  Thus, the total
amount in dispute was $3,055,000.

Due to Aramark Corp. and SMG's numerous points of disagreement
with the Debtor regarding the amounts shown on the Closing
Statement, Aramark delivered the notice of disagreement.  Aramark
and SMG then proceeded to negotiate in good faith with the Debtor
to resolve the Disputed Amounts.  

According to Mr. Scarola, over time, some of the Disputed Amounts
have been resolved in a manner more favorable to Aramark Corp. or
SMG than was anticipated in the Aramark/SMG Initial Closing
statement, as a result of which Aramark Corp. and SMG have been
able to revise upward their calculation of working capital
delivered. Accordingly, the time SMG's Proof of Claim was filed
in this bankruptcy case, Aramark Corp. and SMG had increased
their calculation of working capital delivered to negative
$14,522,000, reducing the total amount in dispute to $2,831,000.  
Since that date, there has been a further increase in Aramark
Corp. and SMG's calculation of working capital delivered to
negative $14,111,000. Thus, Mr. Scarola concludes, the amount
currently in dispute under the Working Capital Test is
$2,420,000.

According to Mr. Scarola the discrepancy between the Debtor
Closing Statement and the Aramark/SMG Current Closing Statement
is due to downward adjustments SMG made to the financial
statements related to the venue management business.  The
downward adjustments, grouped by venue, are:

   (i) Blue Cross Arena (Rochester, New York)

       The working capital in connection with this facility was
       adjusted downward by $1,412,000 due to the Debtor's
       failure, in accordance with GAAP, to maintain reserves for
       certain past operating losses and for accounts receivable
       that were uncollectable and due to the Debtor's failure
       to have recorded as accounts payable certain liabilities
       incurred for the repayment of fees that the Debtor
       received, but to which it was not contractually entitled.

  (ii) Sun Theatre (Anaheim, California)

       The working capital in connection with this facility was
       adjusted downward by $565,000 due to the Debtor's failure
       to maintain reserves for accounts receivable related to
       reimbursement of payroll expenses and unpaid earnings
       that, in accordance with GAAP, were uncollectable.

(iii) Arena Oberhausen (Oberhausen, Germany)

       The working capital in connection with this facility was
       adjusted downward by $240,000 due to the Debtor's failure
       to record on its financial statements, in accordance with
       GAAP, contractual liabilities that it had for costs
       related to wastewater drainage and parking lot security
       and maintenance.

  (iv) Other U.S. and European Operations

       The working capital in connection with other facilities
       across the U.S. and Europe was adjusted downward in a
       total amount of $305,000 due to the Debtor's failure to
       maintain reserves, in accordance with GAAP, for various
       uncollectable accounts receivable at these facilities.

The negotiations continued throughout early 2002.  However, by
the Filing Date, Aramark and SMG concluded that the parties had
reached an impasse in their efforts to resolve the dispute and,
accordingly, were preparing to submit the Disputed Amounts to the
Accounting Arbitration.  Failing a resolution of the purchase
price adjustment dispute through good faith negotiations, the
Parties then desired to have the dispute submitted to an
impartial third party for binding arbitration.  This procedure
was intended to be an expedited, cost-effective means of
resolving what was essentially an accounting dispute.

Accordingly, in light of the fact that any dispute would have
required the expertise of a major accounting firm, the Agreement
provides that an otherwise irreconcilable dispute is to be
submitted to either KPMG Peat Marwick or Ernst & Young for final
determination.

Mr. Scarola states that the complexity of the issues at stake
will require that the determination rely heavily on accounting
experts.  If the Court does not order that the contractually
bargained for Accounting Arbitration proceed, then the Court will
itself need to preside over what will be a highly technical
dispute among accountants concerning interpretations of the
proper application of GAAP.

Mr. Scarola continues that in addition to the final determination
of the purchase price adjustment, SMG also have additional claims
-- Article X Claims -- regarding the Debtor's breaches certain of
representations, warranties and covenants under the Agreement.  
The Article X Claims are covered by the indemnification
provisions set forth in Agreement, but are not covered by the
Accounting Arbitration procedure and turn primarily on legal, as
opposed to accounting, considerations.  However, SMG is not
seeking arbitration of the Article X Claims because these claims
are the subject of a different proof of claim.  

Mr. Scarola believes that the determination of the value of the
SMG claims by reason of the Disputed Amounts must be
accomplished.  The Debtor agreed to submit the Disputed Amounts
to the Accounting Arbitrator.  Because the proceeding of the
arbitration is authorized under Second Circuit case law, cause
exists to grant relief from the automatic stay to proceed with
the Accounting Arbitration.

Therefore, SMG asks the Court to:

   -- grant relief from or modification of the automatic stay to
      allow the proceeding of the Accounting Arbitration against
      the Debtor; and

   -- authorize and compel the Debtor to participate in the
      arbitration.

Pursuant to the provisions of Section 362(d)(1) of the Bankruptcy
Code, SMG is entitled to relief from the automatic stay.  Mr.
Scarola asserts that due to the very fact-specific nature of the
inquiry called for by motions to lift the automatic stay, broad
discretion is accorded to Bankruptcy and District Courts in
making the determination.  Under Section 362(d)(1), the automatic
stay can be lifted for cause.  In the context of a motion to lift
a stay to allow arbitration to proceed, there is sparse case law
concerning the for cause requirement.  

The Federal Arbitration Act provides that arbitration agreements
will be valid, irrevocable, and enforceable, causing the
establishment of a federal policy favoring arbitration and the
requirement that federal courts rigorously enforce agreements to
arbitrate.  According to Mr. Scarola, a Court does not have
discretion to refuse to compel arbitration unless there is an
inherent conflict between the Bankruptcy Code and the Federal
Arbitration Act.  

For the purposes of the Application, SMG agrees on the assumption
that the claims that it is seeking to arbitrate are core matters.  
Mr. Scarola argues that even assuming that the matter is a core
proceeding, the Court still does not necessarily have discretion
to refuse to compel arbitration.  The Court must lift the stay
and direct that arbitration proceed unless it identifies an
inherent conflict or jeopardy to the objectives of the Bankruptcy
Code.  

The dispute concerning the Purchase Price Adjustment does not
pose an inherent conflict necessary to give the court discretion
to refuse to compel arbitration because subsequent to the
closing, the parties were actively negotiating the terms of the
purchase price adjustment.  The parties anticipated the
complexity of the issues at stake, the potential for disagreement
in the application of often arcane GAAP accounting principles and
the potential difficulty in reaching an unbrokered resolution of
the disagreement after the closing had occurred.  Thus, far from
being based on rights created by the Bankruptcy Code, the
purchase price adjustment does not relate to rights created by
statute.  Rather, it is merely the final step in the
contractually agreed-upon closing procedure.  It is a procedure
for a post-closing determination of the purchase price.    

Finally, Mr. Scarola asserts that there is also no prejudice to
the Debtor because the final arbitration award will be subject to
Court review.  Given the complexity of the accounting issues
involved in the resolution of the purchase price adjustment, the
Court has two practical alternatives for reducing the claims to a
liquidated sum.  If the Court chooses to resolve the matters
itself in an adversary proceeding, the Court will likely find it
necessary to hear testimony from accounting experts.  Thus, the
Court will most certainly become embroiled in the complexities of
presiding over a battle of accounting experts.  

Alternatively, the Court can allow the bargained-for Accounting
Arbitration to proceed.  Any final arbitration award SMG would
obtain from an Accounting Arbitrator will still have to be
reviewed and confirmed by the Court to be enforceable as against
the Debtor.  Mr. Scarola believes that the second alternative,
while resulting in no prejudice to Debtor, is obviously far
preferable from the perspective of efficiency and judicial
economy. (Covanta Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


DELTA AIR LINES: Files Form S-3 re 8% Conv. Sr. Notes Offering
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) filed a registration statement on Form
S-3 with the Securities and Exchange Commission on Aug. 22, 2003,
relating to its outstanding 8.00 percent Convertible Senior Notes
due 2023, which were originally issued in a private placement in
June 2003.

When the SEC declares the registration statement effective, the
holders of the notes will be able to resell the notes and the
common shares issuable upon conversion of those notes. The company
will not receive any of the proceeds from any resale of the notes
or the underlying common stock.

The registration statement relating to these securities has been
filed with the SEC but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy. There shall be any sale of these
securities in any state in which the solicitation or sale would be
unlawful prior to registration or qualification under the
securities in such state.

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


DEVINE ENTERTAINMENT: Pursuing Actions to Ensure TSX Listing
------------------------------------------------------------
Devine Entertainment Corporation (TSX: DVN) reported a net loss
for the three months ended June 30, 2003 of $147,767, (all amounts
in Canadian dollars), as compared to a loss of $220,437 for the
same quarter in 2002.

Revenues from video sales of the Company's library decreased
slightly by $26,503 from $166,400 for the second quarter of 2002
to $139,897 for the second quarter of 2003. The Company's overall
revenues decreased by $70,972 to $139,897 as compared to $210,869
for the same period in 2002. Operating expenses for the second
quarter of 2003 were $106,973 as compared to $277,314 for the same
period in 2002, a decrease of 62%, evidence of cost cutting
measures implemented by the company.

Based on its recently announced financing commitments in excess of
(cdn) $10 million for its feature film "Bailey" and the
historically stronger third and fourth quarter sales from the
Company's film library, Devine anticipates significant improvement
over the second half of 2003 and well into 2004.

In response to the recently announced suspension of trading on the
TSX senior exchange, to be effective September 26, 2003, the
Company also announced that it will pursue all options available
to ensure the continuity of the trading of its securities. This
includes remedial activities to maintain its status on the TSX, or
the move to trading on the TSX Venture exchange as well as
continuing to trade on the NASDAQ OTC under the symbol DVNNF. The
notification from the TSX was not unexpected by the Company and
management does not foresee any continuing negative effect on its
new production activities and the recent turnaround in its
business activities.

Five-time Emmy Award-winning Devine Entertainment Corporation is a
developer and producer of high-quality children's and family films
designed for worldwide television, motion picture, cable and
international home video markets.

                           *   *   *

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


DII INDUSTRIES: Eyes October Prepackaged Chapter 11 Filing
----------------------------------------------------------
Halliburton (NYSE: HAL) has encountered some delays in connection
with the planned asbestos and silica settlement, but is nearing
agreement on the trust distribution procedure, the plan of
reorganization and the disclosure statement incorporating and
describing the procedures and plan. Upon agreement, the disclosure
statement will be printed and mailed shortly thereafter.

Remaining conditions to a Chapter 11 filing include completion of
definitive financing arrangements, approval of the plan of
reorganization by at least 75% of known present asbestos claimants
and Halliburton board approval. As previously announced, as a
result of an increase in the estimated number of current asbestos
claims, the cash required to fund the settlement may modestly
exceed $2.775 billion. If it does, the company would need to
decide whether to propose to adjust the settlement matrices to
reduce the overall amounts, or increase the amounts it would be
willing to pay to resolve its asbestos and silica liabilities.

If all remaining conditions are timely satisfied, the company
anticipates being in position to make the pre-packaged Chapter 11
filing of DII Industries and Kellogg Brown & Root and some of
their subsidiaries with United States operations in October.

Halliburton has completed and signed commitment letters for
financing facilities relating to the proposed settlement and
Chapter 11 filing. Halliburton launched the syndication of the
financing facilities in August, led by co-lead arrangers Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., and expects
definitive financing arrangements to be in place prior to any
Chapter 11 filing.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com


DIVERSIFIED CORPORATE: Hire BDO Seidman as New External Auditors
----------------------------------------------------------------
Upon the recommendation of the Audit Committee of its Board of
Directors on August 7, 2003, and the approval of such
recommendation by its Board of Directors on the same day,
Diversified Corporate Resources, Inc. dismissed Weaver and
Tidwell, L.L.P. as its independent accountants, effective August
19, 2003, and appointed BDO Seidman, LLP as its independent
accountants.

The Weaver and Tidwell, L.L.P. reports on the Company's 2000, 2001
and 2002 consolidated financial statements were qualified as to
uncertainty regarding Diversified Corporate Resources' ability to
continue as a going concern.

Diversified Corporate Resources, Inc. is an human capital services
firm that provides a range of professional technology, engineering
and technical personnel on a contract and permanent placement
basis to high-end specialty employment markets, with a focus on
the information technology, telecommunication and engineering
industry niches. The Company currently operates a nationwide
network of offices to support its Fortune 500 and other client
companies.


EAGLE FOOD CENTERS: Accepts Bids for Certain Assets of 5 Stores
---------------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates supermarkets in
Illinois and Iowa, has accepted bids for certain assets of five of
its stores.

Albertsons, Inc. emerged as the successful bidder for the
following stores: Morris, IL; Dixon, IL; New Lenox, IL; Peru, IL
and Geneseo, IL including the building and land of the Geneseo
location.

Eagle intends to submit the results of the August 29, 2003 auction
for approval by the United States Bankruptcy Court for the
Northern District of Illinois at a hearing in Chicago on
September 11, 2003.


GENUITY INC: Value Allocation is Cornerstone of Debtors' Plan
-------------------------------------------------------------
From the inception of the Chapter 11 Cases, the Genuity Debtors
and the Creditors' Committee understood that a principal purpose
of negotiations regarding a plan would be the allocation of assets
of the estates among creditor constituencies, principally the
Bank Lenders, Verizon and General Unsecured Creditors.  Members
of the Creditors' Committee negotiated extensively with each
other in an effort to resolve consensually the myriad inter-
creditor and debtor-creditor issues in the Chapter 11 Cases
among the Debtors, the Bank Lenders, Verizon and the General
Unsecured Creditors.

According to Ira H. Parker, President of Genuity, Inc.,
discussion among the Creditors' Committee members regarding
inter-creditor issues began in April 2003.  After more than a
month of analysis and due diligence on these issues, in late May
2003, the Creditors' Committee members, led by JP Morgan Chase,
on behalf of the Bank Lenders, and Nortel, on behalf of the
General Unsecured Creditors, began to negotiate the terms of a
global inter-creditor resolution.  This negotiation culminated in
an agreement in principle reached, and approved by, the full
Creditors' Committee in early July 2003.  

The Debtors participated in these negotiations by having
conversations with certain significant creditors and the
Creditors' Committee and by providing factual information and
identifying and explaining legal issues that the Debtors consider
relevant to resolution of inter-creditor issues and certain
debtor-creditor issues.  The Debtors also conducted their own
extensive evaluation of the issues that could affect
distributions to various groups of creditors under the Plan.

These negotiations resulted in a settlement under which inter-
creditor issues and certain debtor-creditor issues will be
compromised and settled pursuant to the Plan.

                        Settlement Terms

Mr. Parker informs the Court that the Settlement involves the
resolution of all litigation claims and how cash from the
Debtors' estates will be allocated among the Debtors' creditors
and the substantive consolidation of the Debtors for purposes of
distributions under, and administration of, the Plan of
Liquidation.

            Allocation of Cash to Unsecured Creditors

Available Cash held by the Debtors will be allocated between the
Class 3 Bank Lenders and the Class 4 General Unsecured Creditors
as:

   (a) The first $514,200,000, which is an amount equal to the
       unpaid balance of the July 2002 Draw under the Bank Credit
       Agreement, will be distributed on the Effective Date to
       the Bank Agent for the benefit of the Bank Lenders, to be
       further distributed pursuant to the terms of the Bank
       Credit Agreement;

   (b) The next $70,000,000 -- the "Class B Tranche Amount" --    
       will be distributed on the Effective Date to the
       Liquidating Trust, to be distributed for the benefit of
       the General Unsecured Claimholders after payment of
       expenses as set forth in the Liquidating Trust Agreement;

   (c) The next $116,000,000 -- the "Bank Tranche Amount" --  
       will be distributed to the Bank Agent for the benefit of
       the Bank Lenders, to be further distributed pursuant to
       the terms of the Bank Credit Agreement; and

   (d) Thereafter, for each dollar of residual cash, 68% will be
       distributed to the Bank Agent for the benefit of the Bank
       Lenders to be distributed pursuant to the terms of the
       Credit Agreement, and 32% will be distributed to the
       Liquidating Trust for the benefit of the Holders of
       General Unsecured Claims after payment of expenses as set
       forth in the Liquidating Trust Agreement.

Assuming that the Available Cash is no less than $700,000,000 on
the Effective Date, which would satisfy distributions of the
$514,200,000, $70,000,000, and $116,000,000, the Bank Lenders
would receive a recovery of no less than 39%, and the General
Unsecured Creditors would receive a recovery of no less than 10%,
assuming General Unsecured Claims of $800,000,000 and expenses of
the Liquidating Trust of $5,000,000, which will be paid prior to
distributions to the General Unsecured Creditors.

All cash in excess of $700,000,000 distributed by the Debtors
with respect to claims of the Bank Lenders and the General
Unsecured Creditors, whether received prior to or after the
Effective Date, will be allocated in the 68% and 32% percentages.  
These percentages reflect a settlement based on the pro rata
shares of the remaining claims of the Bank Lenders and the
General Unsecured Creditors after taking into account
distributions one through three and assuming the substantive
consolidation of the assets of and claims against the Debtors'
estates.

             Issues Compromised Under the Settlement

Mr. Parker states that the Plan reflects a careful and thorough
evaluation of possible legal theories, among other things, by
which the Bankruptcy Court might, if asked to do so, avoid or
recharacterize various transactions between the parent Debtor,
Genuity Inc., and its subsidiaries, or between Genuity Inc. and
third parties.  The potential causes of action being resolved
pursuant to the Settlement include:

   (a) whether the intercompany debt held by Genuity Inc. against
       Genuity Solutions, in whole or in part, could be
       recharacterized as equity infusions from Genuity Inc. into
       Genuity Solutions;

   (b) fraudulent conveyance actions by Genuity Inc. against
       Genuity Solutions and other subsidiaries in connection
       with the downstreaming of funds to those subsidiaries at
       times the Bank Lenders could argue Genuity Inc. and
       Genuity Solutions were insolvent;

   (c) an objection to the allowed amount of the Subsidiary
       Guaranty Claims asserted by the Bank Lenders against
       Genuity Solutions and Genuity Telecom under the Bank
       Credit Agreement;

   (d) preference actions by Genuity Solutions against Genuity
       Inc. and by Genuity Inc. against the Bank Lenders for
       receipt of certain payments during the applicable
       preference periods;

   (e) the equitable subordination of the Verizon claims to all
       other claims;

   (f) fraud claims against the officers and directors of Genuity
       Inc. in connection with making the July 2002 Draw;

   (g) cross-claims and counterclaims of those directors and
       officers against Verizon and other parties; and

   (h) substantive consolidation of the Debtors' estates.

Since their creation, substantially all of the Debtors'
financing, including the IPO, the July 2001 offering of the
Chase-Backed Bonds, the Bank Credit Agreement and Verizon Credit
Facility, has been obtained by Genuity Inc., and the proceeds
have been transferred, directly or indirectly, after receipt to
accounts under the name of Genuity Solutions and entered in the
Debtors' records as accounts payable.

The last major intercompany transfer was the $700,000,000 plus
proceeds of the July 2002 Draw.  As a result of the various
intercompany transfers, as of the Petition Date the bulk of the
Debtors' cash was held at Genuity Solutions -- $829,000,000 was
held by Genuity Solutions, and only $31,900,000 was held by
Genuity Inc.

Substantially all of the General Unsecured Claims are against
Genuity Solutions, and the Bank Lenders' direct claims and the
Verizon Credit Facility Claims are against Genuity Inc.  Given
that the intercompany claims are entered in the Debtors' records
as payables, the Banks would expect a Subsidiary Guaranty Claim
in the full amount of the Bank Debt against Genuity Solutions,
and the Bank Lenders would seek to have Genuity Inc. assert
intercompany claims against Genuity Solutions in the full amount
of the various intercompany transfers between Genuity Inc. and
Genuity Solutions as well as fraudulent conveyance claims.

                  Committee Supports Settlement            

The Debtors and the Creditors' Committee unanimously support the
Settlement.  Both parties contend the Settlement is in the best
interests of the unsecured creditors of each of the Debtors'
estates since:  

   -- the outcomes of the potential litigations that are being
      settled are uncertain;

   -- the Settlement is a product of extensive negotiation among
      the Creditors' Committee, and its members' respective
      advisors.  Hence, the Settlement takes into account the
      risks and potential recoveries related to each of the
      inter-creditor and certain debtor-creditor issues;

   -- the expected recovery ranges under the Settlement reflect
      a midpoint of potential litigation outcomes of the inter-
      creditor and certain debtor-creditor issues; and  

-- except for certain potential preference actions, none of
   the inter-creditor litigation claims, if successful, would     
   enhance the total recovery available to unsecured
   creditors.  Instead, the major effect would be to alter the
   percentage of recoveries among the unsecured creditor
   constituencies.

Regardless of the eventual outcome of the disputes the Settlement
resolves, continued litigation would result in substantial cost
to the estates and extensive delays -- at least several months
and potentially more than a year -- in confirming a plan of
liquidation.  These costs and delays would certainly diminish the
amount of cash available for distribution to unsecured creditors.  
Thus, the Debtors and the Creditors' Committee believe the
Settlement falls well within the range of reasonableness and
reflects a reasonable compromise of complex issues.  

Upon Court approval, the Debtors will effectuate the terms of the
Settlement under the Plan in accordance with Section 1123(b)(3)(A)
of the Bankruptcy Code.  (Genuity Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Court Approves Revised DIP Financing Agreement
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Gerber authorizes the Global Crossing
Debtors to enter into a Revised Proposal Letter, and to perform
their obligations under the Revised Proposal Letter.  However,
Judge Gerber orders that the Debtors may not (i) pay any fees to
the Proposed Lenders other than as directed by the Court; or (ii)
enter into a commitment letter or the DIP Facility without further
Court order.

Pursuant to the Revised Proposal Letter:

   (a) The Fund availability will be the lesser of (i)
       $100,000,000, or (ii) the sum of (x) up to 85% of the
       Borrowers' eligible billed accounts receivable and (y) up
       to 40% of eligible unbilled accounts receivable, less
       reserves, including a dilution reserve to be determined
       based on historical levels, less in each of section (i)
       and (ii), $25,000,000.

   (b) The Commitment fee of $1,250,000 to be set forth in the
       customary commitment letter will be payable:

       -- $250,000 of the Commitment Fee will be fully earned,
          due, payable and non-refundable as an initial work fee
          upon Court order approving the Revised Proposed Letter
          by the Joint Provisional Liquidators appointed by the
          Supreme Court of Bermuda in respect of the Bermuda
          Debtors;

       -- upon the Agent's issuance of a Commitment Letter
          consistent with the terms of the Revised Proposal
          Letter and the Agent's delivery to GX of a draft loan
          agreement for the DIP Facility, which:

           (i) $375,000 will be fully earned, due and payable
               and non-refundable as a second work fee if the
               Commitment Letter is accompanied by a calculation
               of Availability of less than $75,000, net of all
               reserves; or

          (ii) $500,000 of the Commitment Fee will be fully
               earned, due, payable and non-refundable as a
               second work fee if the Commitment Letter is
               accompanied by a calculation of availability of
               $75,000 or more, net of all reserves; and

       -- the balance of the Commitment Fee will be fully
          earned, due, payable and non-refundable upon the
          Debtors' acceptance of the Commitment Letter and the
          Debtors will have until September 30, 2003 to accept
          the Commitment Letter; and

   (c) The unused Commitment Fee provision has been eliminated.

All other provisions of the initial Proposal Letter remain
unchanged.

Furthermore, the Court rules that if the Debtors file a loan
agreement for the DIP Facility no later than 5:00 p.m. on
September 15, 2003, the hearing on whether to authorize the
Debtors to enter into the commitment letter and the DIP Facility
will be on September 24, 2003.  If the Debtors file the loan
agreement for the DIP Facility after September 15, 2003, the
Debtors may request a hearing no sooner than 10 days after
filing. (Global Crossing Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GRUPO IUSACELL: Default Waiver Further Extended to October 30
-------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. [BMV: CEL, NYSE: CEL] announced that
its subsidiary, Grupo Iusacell Celular, S.A. de C.V. has received
an additional extension of its temporary Amendment and Waiver of
certain provisions and technical defaults under its US$266 million
Amended and Restated Credit Agreement, dated as of March 29, 2001.
The Amendment originally expired on August 14, 2003.

As modified, the Amendment is now scheduled to expire on
October 30, 2003, subject to earlier termination under certain
circumstances. The Amendment contains covenants which restrict
Iusacell Celular from making any loans, advances, dividends, or
other payments to the Company and require a proportionate
prepayment of the loan under the Credit Agreement if it makes any
principal or interest payments on any of its indebtedness for
borrowed money, excluding capital and operating leases.

This extension places the Company out of a default status under
the Credit Agreement; however, if the Amendment is not further
extended, upon its expiration Iusacell Celular would be in default
of a financial ratio covenant under the Credit Agreement, which
would constitute an Event of Default (as defined in the Credit
Agreement) as if the Amendment had never become effective.

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE: CEL; BMV: CEL) is a
wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida. The Company's service
regions encompass a total of approximately 92 million POPs,
representing approximately 90% of the country's total population.


HANGER ORTHOPEDIC: Commences Tender Offer for 11.25% Sr. Notes
--------------------------------------------------------------
Hanger Orthopedic Group, Inc. (NYSE: HGR) is commencing a cash
tender offer for any and all of its $150,000,000 outstanding
principal amount of 11.25% Senior Subordinated Notes due 2009
(CUSIP No. 41043FAB5) and a consent solicitation with respect to
the notes.

The tender offer and consent solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement dated
September 2, 2003, and related Letter of Transmittal, which more
fully set forth the terms of the tender offer and the consent
solicitation. The total consideration to be paid for each note
validly tendered and accepted for payment prior to 5 p.m., New
York City time, on September 15, 2003, will be 110.5% of the
principal amount, plus accrued and unpaid interest, up to but not
including, the settlement date.  The total consideration for each
note so tendered includes a consent payment of 3.00%.  Holders
that tender their notes after that time but prior to the
expiration of the tender offer will receive 107.5% of the
principal amount for the senior subordinated notes validly
tendered and accepted for payment, plus accrued and unpaid
interest, up to but not including, the payment date.

The tender offer is scheduled to expire at 5 p.m., New York City
time, October 1, 2003, unless extended.  Tenders of notes made
after 5 p.m., New York City time, on September 15, 2003, may be
properly withdrawn at any time until the scheduled expiration.  
Tenders of notes made prior to 5 p.m., New York City time, on
September 15, 2003, may not be properly withdrawn, unless the
company reduces the tender offer consideration or the consent
payment or is otherwise required by law to permit withdrawal.

The tender offer will be conditioned upon the consummation of a
new $150 million term loan, which is entirely pre-payable and is
expected to have a lower interest rate than the debt it will
replace.  The company intends to use the net proceeds from such
financing to fund the purchase of the senior subordinated notes
pursuant to this tender offer.

Lehman Brothers Inc. is the dealer manager for the tender offer
and solicitation agent for the consent solicitation.  Questions
about the tender offer should be directed to Lehman Brothers Inc.,
toll-free at (800) 438-3242 or (212) 528-7581 (collect),
attention: Liability Management.  The information agent for the
tender offer is D.F. King & Co. Inc.  Requests for additional sets
of the tender offer materials may be directed to D.F. King & Co.
Inc., by calling toll-free at (888) 567-1626.

Hanger Orthopedic Group, Inc. (S&P, B+ Corporate Credit Rating),
headquartered in Bethesda, Maryland, is the world's premier
provider of orthotic and prosthetic patient-care services. Hanger
is the market leader in the United States, owning and operating
591 patient-care centers in 44 states and the District of
Columbia, with 3,139 employees including 875 certified
practitioners.  Hanger is organized into two business segments:
patient-care, which consists of nationwide orthotic and prosthetic
practice centers, and distribution, which consists of distribution
centers managing the supply chain of orthotic and prosthetic
componentry to Hanger and third party patient-care centers.  In
addition, Hanger operates the largest orthotic and prosthetic
managed care network in the country.


HANGER ORTHOPEDIC: S&P Rates $150-Mil Senior Secured Debt at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt rating to Hanger Orthopedic Group Inc.'s proposed
$150 million term loan maturing in 2008. At the same time,
Standard & Poor's affirmed its 'B+' corporate credit rating on the
company and lowered the senior unsecured debt rating to 'B-' from
'B'. The proceeds from the term loan will be used to refinance
Hanger's $150 million of senior subordinated notes.

The proposed term loan and the existing $100 million revolving
credit facility will together form the company's new $250 million
credit facility. The senior unsecured rating is being lowered
solely to reflect the increased amount of senior secured debt
resulting from the transaction and is not indicative of
deterioration in corporate credit quality.

Hanger Orthopedic's senior secured bank facilities are rated 'B+',
equivalent to the company's corporate credit rating, and will be
secured by all assets of the company. Standard & Poor's is
reasonably confident of meaningful recovery of principal in the
event of a default, despite potentially significant loss exposure.
Nevertheless, secured lenders would have a material advantage over
unsecured lenders.

Pro forma for the transaction, Hanger will have approximately $377
million of debt outstanding.

"The speculative-grade ratings reflect Hanger Orthopedic Group
Inc.'s relatively narrow business focus, its cost-management
challenges, the risk of changing third-party reimbursement
policies, and its aggressive capital structure," said Standard &
Poor's credit analyst Jordan Grant. "Partly offsetting these
concerns is the company's strong position in a relatively high-
margin niche medical field."

Bethesda, Maryland-based Hanger provides patient care services for
orthotics and prosthetics (O&P) at about 600 centers located
throughout the U.S. In addition, Hanger is the largest distributor
of O&P supplies and components in the largely fragmented U.S.
market. The company offers somewhat commodity-like external-
support braces and devices, third-party branded and private-label
devices, and increasingly advanced artificial limbs.

Government entities represent more than 40% of total revenues, and
Hanger contracts with more than 1,000 managed-care programs.


HAYES LEMMERZ: Sells RTC Center to Nationwide Wheels Inc.
---------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC Bulletin Board: HAYZ)
announced the sale of its Reliable Transportation Components (RTC)
center, located in Dallas, Texas to Nationwide Wheels, Inc.  Hayes
Lemmerz acquired RTC in June 1996.  Terms of the transaction were
not disclosed.

Hayes Lemmerz RTC is a warehouse serving the RV, utility and live
stock trailer industry.  The business has five employees.

"The sale of RTC strongly supports our long-term strategy by
helping us focus on the core businesses that deliver on our
mission of satisfying our customers, being the lowest cost
producer and having the best people," said Edward Kopkowski,
President of Hayes Lemmerz Commercial Highway and Aftermarket
Group.

Hayes Lemmerz International, Inc. is the world's leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company has 43 plants, 3 joint venture facilities
and 11,000 employees worldwide.


HOLLINGER: Brings-In Advisor's Services to Raise Equity Capital
---------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) has engaged an
investment advisory firm to act as its financial advisor in
connection with raising equity capital and/or bridge financing
for, among other things, refinancing purposes and working capital.  
Preliminary expressions of interest in an investment in the
Corporation have been received from a number of investors but at
this stage there is no certainty that a transaction will be
consummated or the form any such transaction may take, the party
or parties which may be involved or the timing thereof.  The Board
of Directors of the Corporation has yet to consider any investment
proposal and due diligence and negotiation of documentation will
be required if and when any investment proposal is accepted by the
Corporation.

Hollinger's principal asset is its approximately 72.8% voting and
30.3% equity interest in Hollinger International Inc. (NYSE:HLR).
Hollinger International is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel.  Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great
Britain, the Chicago Sun-Times and a large number of community
newspapers in the Chicago area, The Jerusalem Post and The
International Jerusalem Post in Israel, a portfolio of new media
investments and a variety of other assets.

On June 30, 2003, the company's net capital deficit tops $442
million while working capital deficit is at $398.8 million.


JOHNSONDIVERSEY: 10.67% Sr. Discount Notes Gets S&P's B Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to JohnsonDiversey Holdings Inc., the parent company
of JohnsonDiversey Inc.

Standard & Poor's also assigned its 'B' rating to JohnsonDiversey
Holdings' 10.67% senior discount notes due 2013. At the same time,
Standard & Poor's affirmed its 'BB-' corporate credit rating on
Sturtevant, Wisconsin-based JohnsonDiversey, citing the company's
good position in the institutional and industrial cleaning market
and aggressive financial profile. The outlook is stable. As of
July 4, 2003, JohnsonDiversey Holdings, which is principally a
holding company whose sole subsidiary is JohnsonDiversey, reported
more than $1.7 billion in total debt.

The notes are currently held by Unilever N.V., which will receive
the net proceeds from the sale of the notes. Unilever also holds a
one-third equity stake in JohnsonDiversey Holdings.

"The ratings on JohnsonDiversey recognize the company's enhanced
position following the acquisition of DiverseyLever in 2002,
relatively stable profitability and cash flow, and management's
commitment to reduce debt," said Standard & Poor's credit analyst
Peter Kelly.

JohnsonDiversey (formerly S.C. Johnson Commercial Markets), with
revenues of more than $2.6 billion, is a leading global
manufacturer and marketer of cleaning and hygiene products and
related services for the institutional and industrial cleaning
market. The company is now the second-largest player in a still-
fragmented market approaching $19 billion, trailing only the
industry leader, Ecolab Inc. The institutional and industrial
cleaning market is relatively stable, and benefits from the trends
toward greater government food-safety regulations, operating
efficiency, and customer demands for cleanliness. Still, an
economic slowdown presents business challenges, especially in the
food and lodging sectors.


KMART CORP: Has Until Sept. 23 to Move Pending Actions to Ill.
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained further
extension of the time period within which they may remove pending
actions pursuant to 28 U.S.C. Section 1452 and Rule 9027 of the
Federal Rules of Bankruptcy Procedure. Thus, the Removal Deadline
is moved to September 23, 2003. (Kmart Bankruptcy News, Issue No.
61; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LA QUINTA: Board Declares Dividend on 9% Preferred Shares
---------------------------------------------------------
La Quinta Properties, Inc.'s Board of Directors declared a
dividend of $0.5625 per depositary share on its 9% Series A
Cumulative Redeemable Preferred Stock for the period from July 1,
2003 to September 30, 2003. Shareholders of record on
September 15, 2003 will be paid the dividend of $0.5625 per
depositary share of Preferred Stock on September 30, 2003.

Dividends on the Series A Preferred Stock are cumulative from the
date of original issuance and are payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year (or,
if not a business date, on the next succeeding business day) at
the rate of 9% of the liquidation preference per annum (equivalent
to an annual rate of $2.25 per depositary share).

Dallas-based La Quinta Corporation (NYSE: LQI) (Fitch, BB- Senior
Unsecured Debt Rating, Negative), a leading limited service
lodging company, owns, operates or franchises over 350 La Quinta
Inns and La Quinta Inn & Suites in 33 states. Today's news
release, as well as other information about La Quinta, is
available on the Internet at http://www.LQ.com   


LTV CORP: Court Fixes September 19 as Admin. Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
establishes September 19, 2003 as the Administrative Claims Bar
Date, which will be approximately 45 days after the anticipated
Service Date.  The Administrative Claims Bar Date will be the date
by which all entities, including governmental units, must file
administrative proofs of claim against any LTV Debtor with respect
to any alleged Administrative Claims against these entities.

      Entities That Must File Administrative Proofs of Claim
               by the Administrative Claim Bar Date

With some specified exceptions, the Requesting Debtors propose
that the Administrative Claim Bar Date will apply to all entities
holding or asserting Administrative Claims against them,
including, among others, these entities:

          (a) vendors and suppliers;

          (b) employees and former employees;

          (c) customers;

          (d) parties to assumed or rejected executory contracts
              and unexpired leases;

          (e) unions;

          (f) taxing authorities and other governmental units;

          (g) the Pension Benefit Guaranty Corporation; and

          (h) parties to postpetition lawsuits.

        Entities That Are Not Required to File Administrative
        Proofs of Claim by the Administrative Claim Bar Date

The Requesting Debtors further propose that certain entities,
whose claims otherwise would be subject to the Administrative
Claim Bar Date, will not be required to file administrative proofs
of claim:

           (a) any professional retained in these cases
               pursuant to Section 327 or 1103 of the Bankruptcy
               Code;

           (b) the U.S. Trustee, on account of claims for fees
               payable pursuant to 28 U.S.C. Section 1930;

           (c) any entity that already has properly filed an
               administrative proof of claim for an
               Administrative Claim against the Requesting
               Debtors;

           (d) any entity whose Administrative Claim against the
               Requesting Debtors previously has been allowed by,
               or paid pursuant to, a Court order or that
               previously was paid in the ordinary course of the
               Requesting Debtors' businesses;

           (e) any entity that has an Administrative Claim
               against VP Buildings for goods and services
               provided to VP Buildings to the extent that such
               claim was:

                  (i) paid by Grupo IMSA or its affiliates;

                 (ii) designated as an assumed liability that will
                      be paid by Grupo IMSA or its affiliates in
                      connection with the VP Buildings Sale, or

                (iii) incurred by Grupo IMSA or its affiliates
                      after the consummation of the VP Buildings
                      Sale on September 19, 2001; and

           (f) any Debtor, including any Requesting Debtor, that
               holds an Administrative Claim against any
               Requesting Debtor.

In addition, the Administrative Claim Bar Date:

       (a) does not apply to:

              (i) any prepetition claims against the
                  Requesting Debtors subject to the
                  Prepetition Claim Bar Date;

             (ii) any postpetition administrative claims
                  against LTV Steel subject to the LTV Steel
                  Administrative Claims Bar Dates, or

            (iii) any postpetition administrative claims
                  against any Debtor other than a Requesting
                  Debtor;

       (b) does not in any manner extend or otherwise modify
           either the Prepetition Claims Bar Date or the LTV
           Steel Administrative Claims Bar Dates; and

       (c) does not require entities that filed proofs of
           claim in response to either the Prepetition
           Claims Bar Date or the LTV Steel Administrative
           Claims Bar Dates to refile such claims by the
           Administrative Claim Bar Date. (LTV Bankruptcy News,
           Issue No. 53; Bankruptcy Creditors' Service, Inc.,
           609/392-00900)


LTWC CORP: Asset Sale Auction Convening on Sept. 10 in Delaware
---------------------------------------------------------------
LTWC Corporation and its debtor-affiliates are selling
substantially all of its assets to Markado, Inc. for $1,125,000
subject to certain adjustments.  The sale will be subject to
higher and better offers and the U.S. Bankruptcy Court for the
District of Delaware authorizes a $50,000 break-up to Markado in
the event it does not emerge as the successful buyer.

Pursuant to a Sale Procedure Order, an auction sale for the assets
will convene on September 10, 2003, at 10:00 a.m. and will be held
at the offices of the Debtors' Counsel at:

        Philips Goldman & Spence, P.A.
        1200 N. Broom Street
        Wilmington, Delaware 19806
        
The Court will approve the sale of the assets in a hearing set for
5:00 p.m. on Sept. 10, before the Honorable Peter J. Walsh.

LTWC Corporation, headquartered in Stamford, Connecticut provides
permission email marketing and tracking services. The Company
filed for chapter 11 protection on July 23, 2003 (Bankr. Del. Case
No. 03-12272).  John C. Phillips, Jr., Esq., at Phillips, Goldman
& Spence represents the Debtors in their restructuring efforts.
As of March 31, 2003, the Debtors listed $5,016,000 in total
assets and $2,576,000 in total debts.


MANDALAY RESORT: Reports Improved Second Quarter 2003 Results
-------------------------------------------------------------
Mandalay Resort Group (NYSE: MBG) announced results for its second
quarter ended July 31, 2003.  For the quarter, the company
reported net income of $42.3 million, compared with $29.3 million
a year ago.

Results for the current year quarter include a loss on early
retirement of debt of $6.3 million arising from the company's
July 15 call of its $275 million 9-1/4% Senior Subordinated Notes
due 2005. The company paid a premium of $12.7 million to call
these notes and wrote off related unamortized loan fees of $2.6
million, resulting in a total loss of $15.3 million.  However,
this loss was partially offset by $9.0 million in gains from the
sale of related interest rate swaps.  Results for the quarter
also include a gain of $4.0 million representing the quarterly
adjustment of the carrying value of investments associated with
the company's executive retirement plan.  Also included in current
results is the effect of reversing previously accrued management
fees from the company's 53.5%-owned MotorCity Casino in Detroit,
Michigan.  The executive committee of that property had previously
given tentative approval to the payment of a management fee to
Mandalay.  However, the committee recently determined that the
management fee should not be paid until certain issues surrounding
the completion of the permanent facility are closer to resolution.  
As a result, the company reversed previously accrued management
fee income which resulted in a charge of $1.8 million in the
quarter. Excluding the above items, the company's earnings per
share for the quarter represents an all-time record.

Results in the prior-year quarter include the write-off of $13.0
million of intangible costs associated with MotorCity Casino,
a loss of $1.9 million related to adjusting the carrying value of
the retirement plan investments and preopening expenses of $1.5
million related primarily to the new convention center.

Average diluted shares outstanding in the quarter were 63.0
million versus 71.2 million in the prior year quarter, reflecting
the effect of sizeable share repurchases over the latter half of
the prior fiscal year (when the company purchased 7.4 million
shares), as well as the settlement earlier this year of the
company's equity forward agreement (pursuant to which the company
acquired another 3.3 million shares).  Basic shares outstanding at
July 31, 2003 were 61.5 million versus 68.8 million at July 31,
2002.

Mandalay's operating cash flow was $172.1 million for the second
quarter compared with $165.5 million last year. The financial
schedules accompanying this release provide a reconciliation of
operating cash flow to net income as required by the Securities
and Exchange Commission's Regulation G.

                        LAS VEGAS STRIP

Operating cash flow at the company's Las Vegas Strip properties
(including the 50%-owned Monte Carlo) increased 18% over the prior
year quarter, driven by a 10% increase in revenues.  Revenue per
available room at these properties increased 13%, while casino
revenues rose 4%.  Although Mandalay Bay and Luxor were the
principal drivers, all of the company's Las Vegas Strip properties
generated increases in revenues, casino revenues, REVPAR and
operating cash flow during the quarter.

Mandalay Bay produced record operating cash flow of $47.9 million
in the second quarter, versus $38.8 million last year.  REVPAR
rose 18%, on an average room rate of $181 and 94% occupancy.  
"While our new convention center continued to perform well during
the slower summer convention season, our REVPAR performance in the
second quarter was really a function of renewed demand in the
independent traveler category," noted Glenn Schaeffer, the
company's president and chief financial officer.

Luxor generated operating cash flow of $29.7 million in the
quarter against $23.3 million last year, exceeding the increase at
Mandalay Bay on a percentage basis.  A 14% increase in REVPAR was
the main factor in this growth.  "This quarter's results amply
demonstrate the significant profit leverage that Luxor possesses
with its base of 4,400 rooms.  Even modest increases in REVPAR
should produce sizeable gains in operating cash flow," noted Mr.
Schaeffer.

At Excalibur, operating cash flow was $24.7 million, up 10% from
$22.4 million a year ago, while Circus Circus generated $18.2
million, a slight increase from $18.1 million in the prior year.  
Meanwhile, Monte Carlo (50%-owned by Mandalay) reported a 24%
increase in operating cash flow, to $22.3 million from $18.0
million last year.

                     OTHER NEVADA MARKETS

On a combined basis, operating cash flow declined in the second
quarter at the company's other Nevada properties (in Reno,
Laughlin, Jean and Henderson), as they continued to reflect the
effects of expanded Native American gaming in California and
challenging economic conditions.  Operating cash flow from these
properties represented approximately 8% of the company's total
operating cash flow for the quarter.  Please refer to the
financial schedules accompanying this release.

                       OTHER MARKETS

At the 50%-owned Grand Victoria in Elgin, Illinois, operating cash
flow was $20.6 million in the quarter, down from $28.6 million in
the prior year. Results at this property reflect the impact from a
pair of recent gaming tax increases approved by the Illinois
legislature, the first of which took effect July 1, 2002 and
included a top-end rate of 50% on gaming revenues exceeding $200
million, and a second increase that took effect July 1, 2003 and
raised the top-end rate to 70% on gaming revenues exceeding $250
million.  These rate increases impacted Mandalay's earnings by
approximately $.05 per diluted share in the second quarter.

In Detroit, Michigan, MotorCity Casino generated operating cash
flow of $36.0 million in the quarter, a 7% increase from $33.7
million in the same quarter last year.  This increase was due to
the previously discussed reversal of management fees payable to
Mandalay, which amounted to $3.8 million at the property level.  
In Tunica County, Mississippi, the company's Gold Strike Resort
reported $7.6 million in operating cash flow against $7.2 million
last year.

                     RECENT TRANSACTIONS

On August 1, 2003, the company paid its first ever quarterly
dividend of $.23 per share to shareholders of record June 26.  At
its meeting on August 27, the company's Board of Directors
declared a dividend of $.25 per share payable November 1, 2003 to
shareholders of record October 15, 2003.

On June 30, 2003, the company exercised purchase options under its
two operating lease agreements pursuant to which it paid $198.3
million to reacquire all of the equipment under both leases.  This
transaction was financed through a combination of $145 million in
borrowings under a new $250 million capital lease facility and
borrowings under the company's revolving credit facility.  The new
capital lease facility is collateralized by equipment at Mandalay
Bay and is reflected as a liability on the balance sheet.

On July 31, 2003, the company issued $250 million 6-1/2% Senior
Notes due 2009.  While the net proceeds were used to repay
borrowings under the company's revolving credit facility, this
issuance substantially funded the previously discussed July 15,
2003 call of the company's $275 million 9-1/4% Senior Subordinated
Notes due 2005.  The company also entered into a new fixed-to-
floating interest rate swap agreement tied to this issuance, which
reduced the effective interest rate on the new notes to LIBOR plus
2.40%, or approximately 3.50% currently.  Also during the quarter,
the company repaid its $150 million 6-3/4% Senior Subordinated
Notes due 2003 using proceeds from its revolving credit facility.

Construction remains on schedule for the new 1,122-suite tower at
Mandalay Bay.  Meanwhile, a new retail concourse located between
Mandalay Bay and Luxor is scheduled to open in early October.

The company today also filed an amendment to its Form 10-Q for the
quarterly period ended April 30, 2003.  This amendment was filed
for the purpose of correcting certain statistical information
relating to average room rates and REVPAR presented in
management's discussion and analysis in that report as originally
filed.  In calculating the average room rate and REVPAR at
Mandalay Bay for the quarter ended April 30, 2003, revenues
attributable to the rental of space in Mandalay's new convention
center were inadvertently included with room revenues.  While
revenues from the rental of convention center space are reported
as part of room revenue in the consolidated income statements,
such revenues are not properly included in the determination of
average room rate and REVPAR.  As a result, the company's
previously reported 14% increase in REVPAR at Mandalay Bay for the
quarter ended April 30, 2003 was actually 6% and that property's
actual average room rate for the same period was $187 rather than
topping $200, as previously reported.  These changes did not
result in any changes to the financial statements presented in
that report.

Mandalay Resort Group (Fitch, BB+ Senior Debt Rating, Stable) owns
and operates 11 properties in Nevada:  Mandalay Bay, Luxor,
Excalibur, Circus Circus, and Slots-A-Fun in Las Vegas; Circus
Circus-Reno; Colorado Belle and Edgewater in Laughlin; Gold Strike
and Nevada Landing in Jean and Railroad Pass in Henderson.  The
company also owns and operates Gold Strike, a hotel/casino in
Tunica County, Mississippi.  The company owns a 50% interest in
Silver Legacy in Reno, and owns a 50% interest in and operates
Monte Carlo in Las Vegas.  In addition, the company owns a 50%
interest in and operates Grand Victoria, a riverboat in Elgin,
Illinois, and owns a 53.5% interest in and operates MotorCity in
Detroit, Michigan.


MERRILL LYNCH: Fitch Rates 2 Ser. 2003-E Note Classes at BB+/B+
---------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors, Inc.'s $1 billion
mortgage pass-through certificates, series MLCC 2003-E as follows:

   -- $973.3 million class A-1, A-2, X-A-1, X-A-2, X-B and A-R
      (senior certificates) 'AAA';

   -- $10.5 million class B-1 certificates 'AA+';

   -- $8 million class B-2 certificates 'A+';

   -- $4.5 million class B-3 certificates 'BBB+';

   -- $2.5 million class B-4 certificates 'BB+';

   -- $2 million class B-5 certificates 'B+'.

Fitch does not rate the $3.5 million class B-6 certificates.

The 'AAA' rating on the senior certificates reflects the 3.10%
subordination provided by the 1.05% class B-1, 0.80% class B-2,
0.45% class B-3, 0.25% privately offered class B-4, 0.20%
privately offered class B-5 and 0.35% privately offered class B-6
certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the primary
servicing capabilities of Cendant Mortgage Corporation, rated
'RPS1-' by Fitch.

Generally, with certain limited exceptions, distributions to the
class A-1 and A-R certificates (and to the components of the class
X-A-1 and X-A-2 certificates related to pool 1) will be solely
derived from collections on the pool 1 mortgage loans.
Distributions to the class A-2 certificates (and to the components
of the class X-A-1 and X-A-2 certificates related to pool 2) will
be solely derived from collections on the pool 2 mortgage loans.
Aggregate collections from both pools of mortgage loans will be
available to make distributions on the class X-B certificates and
the subordinate certificates. In certain very limited
circumstances relating to a pool's experiencing either rapid
prepayments or disproportionately high realized losses, principal
and interest collected from the other pool may be applied to pay
principal or interest, or both, to the senior certificates of the
pool experiencing such conditions.

The Pool 1 mortgage loans consist of 2,285 conventional, fully
amortizing, primarily 25-year adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $849,644,655 as
of the cut-off-date (Aug. 1, 2003). Each of the mortgage loans are
indexed off the one-month LIBOR or six-month LIBOR, and all of the
loans pay interest only for a period of ten years following the
origination of the mortgage loan. The average unpaid principal
balance as of the cut-off-date is $371,836. The weighted average
original loan-to-value ratio (OLTV) is 68.11%. The weighted
average effective LTV is 64.98%. The weighted average FICO is 729.
Cash-out refinance loans represent 31.66% of the loan pool. The
three states that represent the largest portion of the mortgage
loans are California (18.41%), Florida (8.23%) and New York
(7.55%).

The Pool 2 mortgage loans consist of 398 conventional, fully
amortizing, primarily 25-year adjustable-rate mortgage loans
secured by first liens on one-to four-family residential
properties, with an aggregate principal balance of $154,798,940 as
of the cut-off-date. Each of the mortgage loans are indexed off
the one-month LIBOR or six-month LIBOR, and all of the loans pay
interest only for a period of ten years following the origination
of the mortgage loan. The average unpaid principal balance as of
the cut-off-date is $388,942. The weighted average OLTV is 67.37%.
The weighted average effective LTV is 63.35%. The weighted average
FICO is 732. Cash-out refinance loans represent 31.24% of the loan
pool. The three states that represent the largest portion of the
mortgage loans are California (19.27%), New Jersey (8.84%) and
Florida (8.22%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
Cendant Mortgage Corporation, or acquired by MLCC in the course of
its correspondent lending activities and underwritten in
accordance with MLCC underwriting guidelines as in effect at the
time of origination. Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy. There
are loans referred to as 'Additional Collateral Loans', which are
secured by a security interest, normally in securities owned by
the borrower, which generally does not exceed 30% of the loan
amount. Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the Trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that Additional Collateral Loan.

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

MLMI, the Depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate holders. For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits.
Wells Fargo Bank Minnesota, National Association will act as
trustee.


MET-COIL: Wants to Continue Employing Ordinary Course Profs.
------------------------------------------------------------
Met-Coil Systems Corporation asks for permission from the U.S.
Bankruptcy Court for the District of Delaware to continue the
employment of the professionals they utilize in the ordinary
course of its business.

The Debtor reports that prior to the Petition Date, it retained
the services of certain professionals in the ordinary course of
operating its business.

Ordinary Course Professionals are law firms and other
professionals responsible for providing services to the Debtor in
a variety of discrete matters concerning environmental
remediation, litigation and compliance, insurance matters,
products liability issues and warranty claims.

The Debtor wants to employ the Ordinary Course Professionals
without the necessity of filing separate court applications.   The
Debtor further proposes that it be permitted to pay to each
Ordinary Course Professional, on a monthly basis, without formal
application to the Court, 100% of the interim fees earned and
expenses incurred to each of the Ordinary Course Professionals
upon their submission to the Debtor of an appropriate invoice
setting forth in reasonable detail the nature of the services
rendered, and provided that the fees and expenses of each Ordinary
Course Professional do not exceed $50,000 in the aggregate in any
one calendar month during the postpetition period.

The Debtor submits that it needs to retain the Ordinary Course
Professionals to continue to provide legal, consulting and other
services to the Debtor, which are essential to the Debtor's
operations. It may later be necessary for the Debtor to retain
additional consultants, attorneys or other professionals to
provide discrete services to the Debtor.

It would be costly, time-consuming and administratively cumbersome
for the Debtor and this Court to require each Ordinary Course
Professional to apply separately for approval of its employment
and compensation. Moreover, the uninterrupted service of the
Ordinary Course Professionals is essential for the Debtor's
continuing operations, remediation of its property and ability to
reorganize.

Headquartered in Westfield, Massachusetts, Met-Coil Systems
Corporation manufactures coil sheet metal processing equipment and
integrated systems for producing blanks from sheet metal coils.
The Company filed for chapter 11 protection on August 26, 2003
(Bankr. Del. Case No. 03-12676).  James C. Carignan, Esq., and
Jason W. Harbour, Esq., at Morris Nichols Arsht & Tunnell
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $10 million in assets and more than $50 million in debts.


MITEC TELECOM: Completes Sale of BEVE Electronics to NOTE AB
------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and provider of
wireless network, satcom and radio frequency products for a
variety of industries, has completed the sale of substantially all
of the assets of BEVE Electronics, its Swedish subsidiary, to NOTE
AB of Sweden. NOTE AB is one of Sweden's leading electronics
manufacturing services providers and a prominent member of a
global EMS alliance.

The proceeds from the sale will immediately contribute to reducing
Mitec's debt level and will also be used to pay BEVE's creditors.
Additionally, Mitec has entered into a three-year supply agreement
with NOTE to supply the Swedish company with its satcom products.

The sale does not include Mitec's real estate assets in Sweden,
which are being sold separately. NOTE has signed long-term leases
for the property with Mitec, which assists in securing the
property's market value.

Additional terms of the sale were not immediately announced.

"I'm delighted that NOTE will be continuing to supply our
customers, and that Mitec will now be able to devote all of its
efforts to its core business," said Rajiv Pancholy, Mitec's
President and CEO. "We now have an extremely effective and vital
presence in Canada, the U.S., the UK and China, and are poised to
aggressively pursue a variety of new opportunities."

"The cash deal for the assets of BEVE brings to final fruition the
restructuring and streamlining plan we implemented a year ago,"
said Keith Findlay, Mitec's Executive Vice President, Finance and
CFO. "Our financial position is now significantly more solid, and
when our Swedish real estate assets are sold, we will be able to
reduce our debt even further. With the decisive moves we have made
over the past year, Mitec has emerged as a leaner, more determined
and more keenly focused organization."

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

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

                       *      *      *

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

                       FINANCING UPDATE

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

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


N2H2: Seeks Shareholders' Nod of Asset Sale to Secure Computing
---------------------------------------------------------------
N2H2, Inc. (OTC Bulletin Board: NTWO), a global Internet content
filtering company, and Secure Computing Corporation (Nasdaq:
SCUR), the experts in protecting the most important networks in
the world, announced additional developments in N2H2's pending
acquisition by Secure Computing.  A special meeting of N2H2's
shareholders to approve the acquisition is set for October 13,
2003.

On July 29, 2003 N2H2 and Secure Computing announced a definitive
merger agreement for Secure Computing to acquire all the
outstanding stock of N2H2, Inc. in an all-stock transaction valued
at approximately $19.9 million, based upon the close of market
price on July 28, 2003. Under the merger agreement, Secure will
issue 0.0841 shares of Secure Computing common stock for each
outstanding share of N2H2 common stock, or approximately 1.861
million shares.

On August 29, 2003, the registration statement for the shares to
be issued by Secure Computing in the transaction was declared
effective by the United States Securities and Exchange Commission.  
Proxy statements for the special meeting will be mailed on
September 5, 2003 to all N2H2 shareholders as of the record date,
which is August 27, 2003.

A special meeting of N2H2 shareholders to approve the acquisition
is scheduled for October 13, 2003 at 1:00 P.M., PST. The meeting
will be held at the Bank of California Building, 5th Floor in
Seattle, Washington. If shareholders approve the merger at the
meeting, and the other conditions to the closing of the
acquisition are satisfied, the acquisition is expected to close on
or about October 13, 2003.

N2H2 is a global Internet content filtering company. N2H2 software
helps customers control, manage and understand their Internet use
by filtering Web content, monitoring Internet access and
delivering concise reports on user activity. These safeguards are
designed to enable organizations of any size to limit potential
legal liability, increase user productivity and optimize network
bandwidth.

Based in Seattle, Wash. and serving millions of users worldwide,
N2H2's Bess and Sentian product lines are powered by the company's
premium-quality filtering database -- a list consistently
recognized by independent and respected third-parties as the most
effective in the industry.  N2H2's Sentian and Bess software
(v2.0) is integrated with the Cisco Routers running IOS firewall
(v12.2(15)T) and PIX firewall (v6.2 or later), Cisco Content
Engine (ACNS v4.1 or later).  N2H2's software is Microsoft Gold
Certified for the Microsoft ISA firewall, Check Point OPSEC
compliant and available for major platforms and devices.
Additional information is available at http://www.n2h2.com  

At June 30, 2003, N2H2 Inc.'s balance sheet shows a total
shareholders' equity deficit of about $1.8 million.

Secure Computing has been protecting the most important networks
in the world for over 20 years. With broad expertise in security
technology, Secure Computing develops network security products
that help customers create a trusted environment both inside and
outside of their organizations. Global customers and partners
include the majority of the Dow Jones Global 50 Titans and the
most prominent organizations in banking, financial services,
healthcare, telecommunications, manufacturing, public utilities,
and federal and local governments. The company is headquartered in
San Jose, Calif., and has sales offices worldwide. For more
information, see http://www.securecomputing.com


NBTY INC: Plans to Trade on New York Stock Exchange
---------------------------------------------------
NBTY, Inc. (Nasdaq: NBTY) -- http://www.NBTY.com-- a leading  
manufacturer and marketer of nutritional supplements, announced
plans to list shares of its common stock on the New York Stock
Exchange.

The Company's common stock will continue to trade on the Nasdaq
National Market under the symbol 'NBTY' through close of business
on Thursday, September 18, 2003. On Friday, September 19, 2003,
NBTY will begin trading on the NYSE under the new symbol, 'NTY'.

NBTY Chairman and CEO, Scott Rudolph, said: "We are delighted to
be listing on the New York Stock Exchange which will mark another
major milestone in our Company's history. We believe that our
listing on the NYSE will enhance the visibility of the Company,
liquidity of our stock and will benefit our shareholders."

"The Exchange is privileged to welcome NBTY to its family of
listed companies," said Dick Grasso, NYSE Chairman and CEO. "NBTY
is a recognized leader in the worldwide nutritional supplement
industry. We look forward to our partnership with NBTY and its
shareholders."

NBTY (S&P, BB Corporate Credit Rating, Negative) is a leading
vertically integrated U.S. manufacturer and distributor of a broad
line of high-quality, value-priced nutritional supplements in the
United States and throughout the world. The Company markets
approximately 1,500 products under several brands, including
Nature's Bounty(R), Vitamin World(R), Puritan's Pride(R), Holland
& Barrett(R), Rexall(R), Sundown(R), American Health(R) and GNC
(UK)(R).


O-CEDAR HOLDINGS: Taps O'Melveny & Myers as Bankruptcy Attorneys
----------------------------------------------------------------
O-Cedar Holdings, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain the legal services of O'Melveny & Myers LLP as their
Bankruptcy Counsel.

O'Melveny & Myers is a full service international law firm, with
more than 900 lawyers throughout offices located in the United
States and abroad. In addition to restructuring, reorganization
and bankruptcy expertise, attorneys at O'Melveny & Myers provide
legal services in virtually every major practice area, including
corporate and securities, litigation, intellectual property,
banking, tax, employee benefits, real estate, government
regulation and international trade.

As counsel to the Debtors, O'Melveny & Myers is expected to:

     a. advise the Debtors generally regarding matters of
        bankruptcy law in connection with their chapter 11
        cases;

     b. advise the Debtors of the requirements of the Bankruptcy
        Code, the Federal Rules of Bankruptcy Procedure,
        applicable bankruptcy rules pertaining to the
        administration of their cases and U.S. Trustee
        Guidelines related to the daily operation of their
        business and the administration of the estates;

     c. prepare motions, applications, answers, proposed orders,
        reports and papers in connection with the administration
        of the Debtors' estates;

     d. negotiate with creditors, prepare and seek confirmation
        of a plan of reorganization and related documents, and
        assist the Debtors with implementation of the plan;

     e. assist the Debtors in the analysis, negotiation and
        disposition of certain estate assets for the benefit of
        the estates and their creditors;

     f. advise the Debtors regarding general corporate and
        securities matters as well as bankruptcy related
        employment and litigation issues; and

     g. render such other necessary advice and services as the
        Debtors may require in connection with their cases.

The Debtors have agreed to pay O'Melveny & Myers its current
standard hourly rates:

          partners                $470 to $680 per hour
          associates              $220 to $470 per hour
          paralegals              $70 to $200 per hour
     
The hourly rates of the O'Melveny & Myers attorneys that are
expected to be principally responsible for this matter are:

          Adam Harris            $630 per hour
          Sital Kalantry         $420 per hour
          Robert Winter          $390 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: S&P Drops Ratings to D After Interest Non-Payment
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Oglebay
Norton Co., including the corporate credit rating, to 'D',
reflecting Oglebay's inability to pay interest on its 10% senior
subordinated notes within its 30-day grace period as stipulated
under its bond indenture.

At the same time, all ratings were removed from CreditWatch. The
Cleveland, Ohio-based minerals and aggregates supplier has about
$435 million in debt outstanding.

Oglebay had originally missed the Aug. 1, 2003, scheduled interest
payment and was operating under a covenant waiver through Aug. 15,
2003. Although Oglebay had the ability to make to make its $5
million interest payment on August 1 with approximately $10
million of borrowing availability under its revolving credit
facility, Oglebay's management chose to forego the payment. As a
result of the company's covenant waiver expiration, Oglebay will
not have access to its revolving credit facility until amendments
with senior lenders are reached. Oglebay will likely pay its
interest only after regaining borrowing availability under its
revolving credit facility because cash from operations will be
limited and necessary for operating costs.

Weak demand throughout most of Oglebay's end markets, together
with rising healthcare, interest, and energy costs have
significantly weakened Oglebay's financial position and liquidity.
Moreover, Oglebay's debt levels are at an all time high of $462
million (adjusted for operating leases) while free cash flow
generation remains negligible. Oglebay's access to capital markets
remains limited amidst eroding liquidity. In order to maintain
liquidity and reduce debt leverage, the company has been exploring
strategic alternatives including potential asset divestitures.


ORDERPRO LOGISTICS: Needs Additional Capital to Fund Operations
---------------------------------------------------------------
OrderPro(TM) provides an extensive communications and information
system that ties together its network of employees,  carriers and
customers.  This revolutionary program allows users to gain total
control over their shipping departments through a comprehensive
suite of customized tools.

The 3PL (Third-Party Logistics) Program assists organizations by
developing a coherent business strategy.  Employees of OrderPro
Logistics, Inc. work with customers to develop a comprehensive
project plan, deploy a project team to initiate  the plan, and
remain with the customer through implementation.

Freight Management includes all major modes of transportation
including Truckload, LTL, intermodal, air, and ocean freight.  
OrderPro Logistics, Inc. provides the expertise and information to
determine the most cost-effective methods for the shipment of
freight.

OrderPro Logistics, Inc. has had limited operations since
inception, and has had losses through December 31, 2002 of
$4,537,993 and a loss for the quarter ended June 30, 2003 of
$661,499 and has limited working capital reserves.  The  Company
expects to face many operating and industry challenges and will be
doing business in a highly competitive industry.

Capital reserves at June 30, 2003 were essentially depleted.  The
Company plans to increase working capital through the sale of
stock and debentures as well as seek strategic mergers or
acquisitions in the industry to increase revenue and cash flow.

If the Company is unable to increase sales as expected, and/or
raise additional interim capital to fully implement its business
plan, the Company indicates that it may jeopardize the ability of
the Company to continue as a going concern.


P-COM INC: Appoints Sam Smookler as President and CFO
-----------------------------------------------------
P-Com, Inc. (OTCBB: PCOM), a worldwide provider of wireless
telecom products and services, has appointed Sam Smookler, the
former CEO of Stratex Networks and a telecom industry leader with
more than 30 years of experience, as President and Chief Executive
Officer.

Smookler, whose appointments are effective immediately, was also
named to P-Com's Board of Directors. George Roberts, P-Com's
Chairman of the Board and acting CEO since January 2002, will
remain Chairman.

"Sam is one of the telecom industry's most highly respected
executives with a proven track record of success and a clear
vision to lead P-Com into the future," Roberts said. "Sam's
appointment is also another milestone in our restructuring program
that has revitalized our balance sheet and sized our company
appropriately for the current business environment. Under Sam's
leadership, I am confident P-Com is poised for a new era of
growth."

"P-Com is an outstanding company that has emerged from the
industry downturn well-prepared to compete in today's marketplace,
and I'm delighted to join the dedicated and talented people who
are committed to P-Com's long-term success," Smookler said. "P-Com
has the benefit of a superb portfolio of products, a global
reputation for engineering excellence and vastly improved balance
sheet that positions the company to succeed in all of its markets.
As the telecom industry recovers, P-Com has an opportunity to grow
its presence in the cellular backhaul, carrier and enterprise
markets. I look forward to working with George, the Board of
Directors and every P-Com employee to lead the company into a new
period of profitability."

Before joining P-Com, Smookler was the CEO and Chairman of Maxima
Corporation, a developer of high capacity optical wireless
transmission systems in San Diego. Before that, he was President
and CEO of Stratex Networks, a provider of medium and high
capacity point-to-point wireless transmission systems in San Jose.
Prior to that, he held the positions of President and COO of
Signal Technology Corporation, Vice President and General Manager
of the Interconnect Products Division at Augat Corporation, Vice
President and General Manager of M/A COM Corporations, and Group
Vice President of Sipex Corporation, all in Massachusetts.

P-Com, Inc. develops, manufactures, and markets point-to-point,
spread spectrum and point-to-multipoint, wireless access systems
to the worldwide telecommunications market. P-Com broadband
wireless access systems are designed to satisfy the high-speed,
integrated network requirements of Internet access associated with
Business to Business and E-Commerce business processes. Cellular
and personal communications service providers utilize P-Com point-
to-point systems to provide backhaul between base stations and
mobile switching centers. Government, utility, and business
entities use P-Com systems in public and private network
applications. For more information visit http://www.p-com.com

                         *     *     *

On August 7, 2003, PricewaterhouseCoopers, LLC, were dismissed as
the independent accountants of P-Com, Inc., a Delaware
corporation.  On August 7, 2003, the Audit Committee of the
Company's Board of Directors approved Aidman Piser & Company as
the Company's new independent auditors.

The reports of PricewaterhouseCoopers on the financial statements
of the Company for the past two fiscal years contained an
explanatory paragraph indicating that there was a substantial
doubt about the Company's ability to continue as a going concern.


PERLE SYSTEMS: Royal Capital Agrees to Forbear Until Sept. 30
-------------------------------------------------------------
Perle Systems Limited (OTCBB: PERL; TSE: PL), a leading provider
of networking products for Internet Protocol and e-business
access, announced that Royal Capital Management Inc., the holder
of all of Perle Systems Limited's senior secured debt, who
previously announced a proposed plan to reorganize the Company's
debt and capital structure by August 31, 2003, has extended the
Forbearance Agreement between the companies to September 30, 2003.
The extension will allow the board of directors of Perle further
time to review Roycap's proposal for the reorganization of Perle's
debt and capital structure.

Perle Systems is a leading developer, manufacturer and vendor of
high-reliability and richly featured networking products. These
products are used to connect remote users reliably and securely to
central servers for a wide variety of business applications. Perle
specializes in Internet Protocol (IP) connectivity applications,
including a focus on mid-size IP routing solutions. Product lines
include routers, remote access servers, serial/terminal servers,
console servers, emulation adapters, multi-port serial cards,
multi-modem cards, print servers and network controllers. Perle
distinguishes through extensive networking technology, depth of
experience in major real-world network environments and long-term
distribution and VAR channel relationships in major world markets.
Perle has offices and representative offices in 13 countries in
North America, Europe and Asia and sells its products through
distribution channels worldwide.


PG&E NATIONAL: Court OKs Trading Restrictions to Preserve NOLs
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Mannes rules that PG&E National Energy
Group Inc.'s built-in losses and net operating losses are property
of the Debtors' estates and are protected by the automatic stay.  
Unrestricted trading by creditors of claims against NEG before the
Debtors emerge from bankruptcy could severely limit NEG's ability
to utilize it Tax Losses for U.S. federal income tax purposes.

Judge Mannes establishes these notice and hearing procedures for
transferring claims against the NEG Debtors:

(A) Any entity within the meaning of Section 382 of the Internal
    Revenue Code that does not own claims, including guarantee
    claims, or has claims lesser than $183,000,000, is stayed,
    prohibited, and enjoined from purchasing, acquiring, or
    otherwise obtaining ownership of an amount which equal to or
    exceed $183,000,000.  Any attempted purchase, acquisition, or
    other obtaining of ownership of any claims in violation of
    the established procedures is void ab initio;

(B) Any entity that owns claims equal to or exceed $183,000,000
    is stayed, prohibited, and enjoined from purchasing,
    acquiring, or otherwise obtaining ownership of any additional
    claims, except to the extent that the claims are:

    * acquired from a person or entity who owns claims equal to
      or exceed $203,000,000;

    * purchased, acquired, or otherwise obtained by the
      Transferor less than 18 months before July 8, 2003; and

    * not claims that arose in the ordinary course of the NEG
      Debtors' business and at all times have been held by the
      Transferor.

    Any attempted purchase, acquisition, or other obtaining of
    ownership of any claims in violation to the established
    procedures is void ab initio;

(C) Any entity that proposes to consummate a purchase or
    acquisition must file before the Court, and within 15 days,
    serve notice to:

    * the NEG Debtors;

    * counsel to the NEG Debtors; and

    * counsel to any official creditors' committee.

    Any attempted purchase, acquisition, or other obtaining of
    ownership of any claims equal to or exceeding $183,000,000
    with respect to which a Claims Trading Notice is not filed,
    including any involuntary purchase or acquisition, is void ab
    initio;

(D) Upon receipt of the Claims Trading Notice, the NEG Debtors
    will have 15 days "waiting period" to object to the
    transaction.  In the event of an objection, the transaction
    will not be authorized unless approved by a final order that
    is not subject to stay.

    Any transaction for which a Claims Trading Notice is filed,
    is void ab initio unless:

    * express written permission for the transaction is granted
      by the NEG Debtors;

    * the Waiting Period expires without objection from the NEG
      Debtors; or

    * it is approved by a Final Order;

(E) "Ownership" of a claim against the NEG Debtors will be
    determined in accordance with applicable rules under IRC
    Section 382, including:

    * direct and indirect ownership;

    * ownership by members of the person's family and persons
      acting in concert; and

    * in certain cases, the creation or issuance of an option in
      any form; and

(F) Any entity that owns claims equal to or exceed $183,000,000,
    including principal and accrued interest, must file before
    the Court and serve a notice containing the ownership
    information to the NEG Debtors and their attorneys.
(PG&E National Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PILLOWTEX: Gets Waiver to Continue Existing Investment Practices
----------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates seek the Court's
authority to maintain and continue their existing practices with
respect to the investment of excess cash, without need for a
corporate surety or other compliance with the requirements of
Section 345(b) of the Bankruptcy Code and Local Rule 1007-2(b).

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnell,
in Wilmington, Delaware, relates that in the ordinary course of
the Debtors' business, the Debtors employ an integrated cash
management system that permits them to fund their ongoing
operations in the most streamlined and cost-efficient manner
possible.

Pursuant to a Loan and Security Agreement between the Debtors and
Congress Financial Corporation, virtually all of the Debtors'
cash collection is deposited into seven domestic lockboxes.  The
cash in these lockboxes are transferred on a daily basis to
Congress' Pillowtex Corporation account at Wachovia Bank, N.A. to
reduce the outstanding borrowings of the Debtors.  As a result,
except for minimal amounts of cash in petty cash accounts and
local bank accounts for their retail stores, the Debtors
essentially have no excess cash and do not invest cash overnight.  
According to Mr. Sudell, this cash management system will be
maintained under the Debtors' proposed DIP financing with
Congress Financial as agent.

The Debtors are concerned that the requirements of Section 345(b)
may be triggered when the amount of cash in one of their accounts
exceeds the federally insured amount during the course of a given
day.  Mr. Sudell tells the Court that the deposit of cash into
the lockbox accounts is a low risk manner of protecting
principal.  In addition, the Debtors believe that it is unlikely
that the Debtors' customary banking institutions would be willing
to provide bond as set forth in Section 345(b).  Aside from this,
the requirement, in light of the safety of the Debtors' deposits
during the course of a day, would be costly and completely
unnecessary.

According to Mr. Sudell, the Debtors, in connection with the
liquidation of their estates, may generate cash in excess of the
amounts that can be used to pay down amounts outstanding under
its DIP facility.  The Debtors seek the Court's authority to
invest the excess funds in the U.S. government securities,
commercial paper with a grade of A1P1 and other comparable
securities -- Investment Guidelines.

Section 345(a) provides that a trustee or debtor-in-possession is
permitted to make investments of the estate's money that will
yield the maximum reasonable net return.  Mr. Sudell asserts that
strict compliance with the requirements of Section 345(b) in the
present case would be inconsistent with Section 345(a) where the
Debtors' investments will maximize their income while providing
the protection contemplated by Section 345(b), notwithstanding
the absence of a corporate surety requirement.

Accordingly, Mr. Sudell concludes, any corporate surety that
might be obtained to guarantee the safety of the Debtors'
investments would likely not be a significantly greater financial
strength than the private entities where the Debtors invest.  In
addition, a bond secured by the undertaking of a corporate surety
would be expensive and could offset much of the financial gain
derived from the Debtors' conservative investments.

                          *     *     *

On an interim basis, the Court permits the Debtors to maintain
and continue its existing practices with respect to the
investment of excess cash without the need for a corporate surety
or other compliance with the requirements of Section 354(b) of
the Bankruptcy Code. (Pillowtex Bankruptcy News, Issue No. 49;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PLYMOUTH RUBBER: AMEX Accepts Plan to Meet Listing Requirements
---------------------------------------------------------------
Plymouth Rubber Company, Inc. (Amex: PLR.A - News, PLR.B - News)
announced today that on August 25, 2003, the American Stock
Exchange has accepted the plan of compliance submitted by the
Company on June 23, 2003 and granted the Company an extension of
time through November 2004 to regain compliance with the continued
listing standards.

As previously announced, on May 23, 2003, the Company received
notice from the Amex staff indicating that the Company failed to
maintain at least $2,000,000 in shareholder equity, having
incurred losses from continuing operations and/or net losses in
two of its three most recent fiscal years.

The Company will be subject to periodic review by AMEX staff
during the extension period. Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from AMEX.

Plymouth Rubber Company, Inc. manufactures and distributes plastic
and rubber products, including automotive tapes, insulating tapes,
and other industrial tapes and films. The Company's tape products
are used by the electrical supply industry, electric utilities,
and automotive and other original equipment manufacturers. Through
its Brite-Line Technologies subsidiary, Plymouth manufactures and
supplies highway marking products.

                         *    *    *

               Liquidity and Capital Resources

Prior to December, 2002, the Company's term debt agreements had
contained various covenants specifying certain financial
requirements, including minimum tangible net worth, fixed charge
and EBITDA coverage ratios, working capital and maximum ratio of
total liabilities to net worth.  In addition, the revolving
working capital credit facility and the real estate term loan
contain an acceleration provision, which can be triggered if the
lender determines that an event of default has occurred.

As of each quarter end from September 1, 2000 through August 30,
2002, the Company had been in violation of certain covenants of
its term debt facility and therefore, due to a cross default
provision, the Company had not been in compliance with a
covenant under its revolving working capital credit facility and
real estate term loan.  As a result, all of the Company's term
loans (except for that of its Spanish subsidiary) had been
classified as current liabilities on the Company's Consolidated
Balance Sheet at the end of each fiscal quarter end.  In
addition, during July 2002, the Company received a demand from
its primary term debt lender for the payment of their
outstanding loan balances in the amount of $8,658,000, which
represented the total of all future payments and accumulated
late fees, and a demand letter from a smaller equipment lender
for approximately $69,000 of payments due.

During 2002, the Company negotiated with these lenders and, in
November 2002, reached formal agreement to obtain relief from
their demands and to restructure existing term debt facilities.
Under the new arrangements, the term debt lenders accepted
significantly reduced principal payments over the next three
years, eliminated financial covenants, waived existing defaults
and rescinded demands for accelerated payment, in return for
enhanced collateral positions.

As of February 28, 2003, the Company had approximately $744,000
of unused borrowing capacity under its revolving line of credit
with its primary working capital lender, after consideration of
collateral limitations.

The Company's working capital position decreased from a negative
$2,339,000 at November 29, 2002 to a negative $3,600,000 at
February 28, 2003, due to a $1,846,000 increase in accounts
payable, a $822,000 decrease in accounts receivable, a $254,000
increase in the current portion of long term borrowings, a
$199,000 increase in short term debt, a $159,000 decrease in
prepaid and other current assets, and a $34,000 decrease in
cash, partially offset by a $1,283,000 increase in inventory,
and a $770,000 decrease in accrued expenses.

During the second quarter of 2002, the Company received a
funding waiver from the Internal Revenue Service for the
$855,000 payment due to its defined benefit plan for the year
ended November 30, 2001, conditioned on the Company satisfying
the minimum funding requirements for the plan years ending
November 30, 2002 and November 30, 2003.  The Company had
notified the Pension Benefit Guarantee Corporation that the
Company intended to make the $1,262,000 contribution for the
plan year ending November 30, 2002 by the final due date of
August 15, 2003, instead of on a quarterly basis.  During the
first quarter of 2003, the Company requested a partial funding
waiver from the Internal Revenue Service for $1,030,000 of the
$1,262,000 payment due for the plan year ending November 30,
2002.

The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of
business.  The negative working capital position of $3,600,000,
the funding requirement for the defined benefit plan of
$1,262,000 for the plan year ending November 30, 2002, the lack
of sales growth, and the overall risks associated with the
fiscal 2003 plan may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time.


QWEST COMMS: Appoints Paula Kruger EVP of Consumer Markets
----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) has appointed
Paula Kruger as executive vice president of consumer markets.
Kruger, who will assume her new role on September 8, will report
to Richard C. Notebaert, Qwest chairman and CEO.

Kruger, 53, has more than 20 years operational experience in large
and medium-sized businesses, including EDS, Excel Communications,
American Express, Citibank and CableVision. She's been responsible
for strategic planning and implementation for large call centers
and operations, specializing in improving customer relationship
management, and establishing processes and polices that foster
world-class customer service.

Most recently she served as president of Customer Relationship
Management at EDS. CRM is a service line of EDS' Business Process
Outsourcing organization, supporting Fortune 1000 companies with
the objective of increasing revenue and profitability for those
companies.

"Paula is a great addition to the Qwest leadership team," said
Notebaert. "Her operational experience, focus on the customer and
results-driven style are a match with Qwest's Spirit of Service.
She'll build upon the strong foundation that is the Spirit of
Service, helping to lead us to the next level in improving the
customer experience while driving profitable revenue streams."

Prior to joining EDS, Kruger served as executive vice president of
operations at Excel Communications, where she managed four call
centers and approximately 2,000 employees in inbound call centers,
customer correspondence and telemarketing. As vice president of
customer service operations for American Express, Kruger managed a
portfolio with annual billed business of $8 billion and over 21
million accounts. The four service centers she led handled
approximately 37 million customer calls and 3 million
investigations each year.

Kruger replaces Annette Jacobs who has resigned from Qwest.
"Annette helped establish the framework for continuous
improvements in customer service at Qwest," said Notebaert. "The
significant improvements in customer service we've seen over the
past year are a tribute to Annette's leadership and commitment."

In July, J.D. Power issued its annual rankings for local service.
Qwest improved in all 36 attributes tracked by J.D. Power and in
all six major components of customer satisfaction -- customer
service, image, cost of service, performance and reliability,
billing and offerings and promotions. Also in July, Qwest's own
customer satisfaction survey -- the Customer Transaction Survey,
which measures customers' satisfaction with Qwest personnel and
their overall service experience -- showed the highest customer
satisfaction levels in the past two years.

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 50,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, please visit the Qwest Web site at
http://www.qwest.com  


QWEST COMMUNICATIONS: Wins State of Montana Contract Extension
--------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) has received a
contract extension from the State of Montana. Under the Montana
SummitNet II contract, the State of Montana's integrated voice,
video and data network, Qwest will continue to provide the
statewide communications backbone network that reaches every part
of the state and serves 530 office and campus locations --
connecting all state agency and university facilities.

"This is great for Montana because SummitNet provides the state
with the flexibility of reaching the most remote locations in the
most efficient and cost effective manner -- a situation that
otherwise wouldn't be possible," said Montana Governor Judy Martz.

Under the contract, which originally was a five-year deal signed
in 2000, Qwest supplies the backbone transport for SummitNet II,
which supports voice communications, Internet access and
interactive video. The network is flexible and provides for the
deployment of future high-bandwidth applications such as e-
government and multi-location Web conferencing.

"Qwest has been a great partner in SummitNet because of its
dedication to providing us with the services and customer support
needed to run such a far-reaching network," said Tony Herbert,
deputy CIO of the State of Montana. "Our communications needs
continue to evolve and Qwest has provided solutions that have kept
SummitNet operating well throughout the process." Herbert added,
"The contract extension also includes changes that allow the state
more flexibility regarding use of other carriers when that is the
best option outside Qwest serving areas."

"We believe this will be a great economic driver for the State of
Montana and will bring great benefits for an ever-increasing
number of Montanans," said Clifford Holtz, Qwest executive vice
president for global business markets. "The expanding SummitNet
infrastructure will spur the introduction of new technologies,
such as high-speed DSL Internet for businesses and consumers, to
areas throughout the state."

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 50,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, visit the Qwest Web site at http://www.qwest.com  


SEVEN SEAS PETROLEUM: Texas Court Confirms Second Amended Plan
--------------------------------------------------------------
The following information is being furnished in connection with
the order confirming the Second Amended Plan of Reorganization of
Seven Seas Petroleum Inc. dated August 2, 2003.

          (1) The order confirming the Plan was signed by the
              United States Bankruptcy Court for the Southern
              District of Texas, Houston Division.

          (2) The Court signed the order confirming the Plan on
              August 4, 2003.  In accordance with Bankruptcy Rule
              9006(a), the Effective Date of the Plan was
              August 14, 2003.

          (3) The following is a fair summarization of the
              material features of the Plan. To the extent, if
              any, that this summary conflicts with the terms of
              the Plan, the terms of the Plan shall control.
              Capitalized terms used in this summary and not
              defined herein are given the meaning attributed to
              them in the Plan.

The Plan implements a compromise and settlement between the
Trustee and on behalf of the Estate and the Collateral Agent for
the benefit of the Secured Lenders. The compromise and settlement
provides that the Secured Lenders shall have an Allowed Secured
Claim in an aggregate amount equal to $45 million in principal
plus accrued and accruing interest, fees and expenses, including
fees and expenses of counsel. The Allowed Secured Claims of the
Secured Lenders shall be paid pursuant to the terms set forth in
Section 4.2 of the Plan. The Secured Lenders shall retain their
existing liens and security interests in their collateral. The
compromise and settlement further provides that Chesapeake, as the
Collateral Agent for the benefit of the Secured Lenders, shall
receive the Initial Payment in the amount of $8,750,000 to be
distributed to the Secured Lenders on the Effective Date of the
Plan. This amount was paid in full on the Effective Date of the
Plan. All Cash remaining after the Initial Payment exclusive of
Cash received from proceeds held back from the sale of certain
assets of the estate described later herein or certain other
assets also further described herein remained in accounts of the
Company and the Subsidiaries and was utilized to fund the actual
expenses of the Company and the Subsidiaries through the Effective
Date.

On the Effective Date, Cash from the Expense Savings and the
Holdback Proceeds were distributed to the Collateral Agent for the
benefit of the Secured Lenders and the parties designated to
receive distributions on behalf of various creditor constituencies
pursuant to the Expense Savings Sharing Ratio and the Holdback
Proceeds Sharing Ratio, respectively. All distributions to the
Plan Designees (whether made on the Effective Date or otherwise)
were and shall be made in the order of absolute priority in
accordance with the provisions of the Bankruptcy Code. Cash from
the Contingent Expense Savings realized by the Reorganized Company
after the Effective Date shall be distributed to the Collateral
Agent and the Plan Designees within five (5) business days after
receipt of such Cash pursuant to the Expense Savings Sharing
Ratio. Additionally, Cash from the Contingent Assets shall be
distributed to the Collateral Agent for the benefit of the Secured
Lenders and the Plan Designees pursuant to certain ratios known as
the Contingent Asset Sharing Ratios. The Plan constitutes a
motion, as permitted pursuant to section 1123(a)(5)(E) and
(b)(3)(A) of the Bankruptcy Code and Rule 9019 of the Bankruptcy
Rules, for the approval of this compromise and settlement.

The Trustee was responsible for making the Initial Payment and the
other payments to be made on the Effective Date to the other
parties then entitled. Upon the payment of the Initial Payment,
the payments from the Expense Savings and the Holdback Proceeds,
and the other Effective Date disbursements to parties then
entitled thereto, the Trustee was discharged from his duties and
responsibilities. The Trustee is now Sole Officer of the
Reorganized Company, having the exclusive executive authority for
the Reorganized Company. The Reorganized Company's initial Board
of Directors is composed of (i) the Sole Officer, who serves as
Chairman of the Board of Directors, and (ii) three directors
designated by the Secured Lenders holding 66-2/3% in aggregate
amount of the Chesapeake Note and the Senior Notes and (iii) the
one director designated by the majority vote of the Committee. If,
as and when the Secured Lenders have been repaid an amount equal
to 75% of their Allowed Claims, the Board shall be reconstituted
to consist of (i) the Sole Officer, who shall serve as Chairman of
the Board of Directors, (ii) two directors designated by the
Secured Lenders holding 66-2/3% of the aggregate amount of the
Chesapeake Note and the Senior Notes and (iii) the director then
serving as designated by majority vote of the Committee and one
director designated by the Unsecured Noteholders holding 66-2/3%
of the aggregate amount of the Unsecured Notes. If, as and when
the Secured Lenders have been repaid an amount equal to 100% of
their Allowed Claims, the Board members designated by the Secured
Lenders shall tender their resignations, and the Board shall be
reconstituted such that it will be composed of (i) the Sole
Officer and (ii) the Board members then serving as the
representatives of the unsecured creditors.

Administrative Claims were paid in full on the Effective Date to
the extent allowed by final or interim order of the Court. Those
Administrative claims not paid as such were or shall be paid upon
such other less favorable terms as the Reorganized Company and any
such holder of such a claim may agree.

Priority Tax Claims will be paid either in full or in quarterly
payments over the six (6)-year period following assessment of the
tax, together with interest thereon at the Plan Rate. The holders
of Priority Tax Claims shall retain the security for their claims
until paid in full. The Trustee is not aware of any Priority Tax
Claims.

The Plan provides for the payment in full of Class 1 Priority Non-
Tax Claims.

The holders of the Class 2 Allowed Secured Claims shall receive a
Pro Rata Share of Cash from: (i) the Initial Payment; (ii) the
Expense Savings and the Contingent Expense Savings to be
distributed to the Collateral Agent pursuant to the Expense
Savings Sharing Ratio; (iii) the Holdback Proceeds to be
distributed to the Collateral Agent pursuant to the Holdback
Proceeds Sharing Ratio; and (iv) the Contingent Assets to be
distributed to the Collateral Agent pursuant to the Contingent
Assets Sharing Ratio, until the Allowed Secured Claim is paid in
full with accrued interest.

The holders of Class 3 Allowed Unsecured Claims shall receive a
Pro Rata Share of Cash from: (i) the Expense Savings and the
Contingent Expense Savings to be distributed to the Plan Designees
pursuant to the Expense Savings Sharing Ratio; (iii) the Holdback
Proceeds to be distributed to the Plan Designees pursuant to the
Holdback Sharing Ratio; and (iv) the Contingent Assets to be
distributed to the Plan Designees pursuant to the Contingent
Assets Sharing Ratios, until the Allowed Unsecured Claims are paid
in full with accrued interest.

Class 4 Equity Interests shall retain their Interests in the
Reorganized Company. All remaining property of the Company's
bankruptcy estate, including Cash remaining from the Contingent
Assets after the payment in full of Allowed Claims with accrued
interest, shall vest in the Reorganized Company, free and clear of
all liens, claims and encumbrances, except as may be provided by
the Plan. The Plan does not propose to modify or supplant any
federal or state laws or regulations which may be applicable to
the Company.
                                      
After the Effective Date of the Plan, Litigation Claims shall be
prosecuted or settled by the Reorganized Company.

On the Effective Date of the Plan, the Company was discharged from
all Claims except from those otherwise provided for in the Plan.

          (4) As of August 4, 2003, the date of the confirmation
              order, there were 37,934,855 shares of the Company
              issued and outstanding. No shares will be reserved
              for future issuance in respect of claims and
              interests filed and allowed under the Plan.

Seven Seas Petroleum Inc., is an independent oil and gas
exploration and production company operating in Colombia, South
America. Seven Seas filed for Chapter 11 protection on January 14,
2003, in the U.S. Bankruptcy Court for the Southern District of
Texas (Houston) (Bankr. Case No. 02-45206).


SIERRA PACIFIC: Low-B Level Ratings Placed on Watch Negative
------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'B+' corporate
credit ratings on Sierra Pacific Resources and its utility
subsidiaries, Nevada Power Co. and Sierra Pacific Power Co., on
CreditWatch with negative implications.

The CreditWatch placement reflects the decision of a New York
bankruptcy court to grant Enron Power Marketing Inc.'s motion for
summary judgment of its claims against Nevada Power and Sierra
Pacific Power. These claims relate to termination payments arising
from EPMI's exercising its rights to terminate its power supply
agreements with the utilities as a result of the downgrade of the
utilities to below investment grade in May 2002.

Enron had marked-to-market profits from these contracts of about
$305 million at the time of the termination. EPMI asserted its
rights to collect these amounts from the utilities, an action with
which the bankruptcy court has now concurred.

"Making termination payments or posting cash collateral would mean
an added debt service burden to Sierra Pacific Resources and its
subsidiaries and would weaken financial measures to levels below
expectations for the 'B+' rating," said Standard & Poor's credit
analyst Swami Venkataraman.

"Furthermore, the utilities would have to apply to recover these
costs from ratepayers through a deferred cost proceeding that
would entail a prudency review by the Public Utility Commission of
Nevada, and a possible disallowance. To the extent that the PUCN
disallows any of these costs, Sierra Pacific Resources'
consolidated financial profile would be further weakened," added
Mr. Venkataraman.

EPMI has five business days following the judgment to file its
claim and Sierra Pacific Resources has 10 days to respond to
EPMI's filing, following which the bankruptcy judge is expected to
rule on the amount and nature of the termination payments.
Standard & Poor's expects to be able to resolve the CreditWatch
listing at this time.

The bankruptcy court had earlier deferred a ruling on Sierra
Pacific Resources's request to stay Enron's request for a summary
judgment on the termination payments pending the FERC's ruling on
a Section 206 filing and the utilities' defenses. Given the FERC's
rejection of the Section 206 filing on June 26, 2003, the
bankruptcy court's dismissal of the utilities' defenses and
counterclaims clears the way for Enron to demand termination
payments next week.

Sierra Pacific Resources has the option to appeal this ruling and
also filed with the FERC to reconsider its Section 206 ruling.
Standard & Poor's does not consider the prospect of FERC's
changing its stance as very likely, given its decision to
generally uphold the sanctity of all contracts signed during the
crisis.

Standard & Poor's has always considered the possibility of a
negative outcome on this litigation as a credit risk for Sierra
Pacific Resources and its subsidiaries and this risk was partly
responsible for the previous negative outlook on the company.
However, the likelihood is now high that the utilities will have
to satisfy Enron's request for termination payments.


SIMMONS CO: Possible Sale Prompts S&P to Keep Ratings Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Simmons
Co. on CreditWatch with negative implications, including the
company's 'BB-' corporate credit and senior secured debt ratings
as well as its 'B' subordinated debt rating.

At June 28, 2003, Atlanta, Georgia-based Simmons had $255.2
million in debt outstanding.

The CreditWatch placement follows Simmons' statement on its recent
Form 8-K filing that it is evaluating a possible sale.

"Standard & Poor's expects that under new ownership, Simmons would
continue to be highly leveraged and that a sale or a
recapitalization transaction could result in a weaker financial
profile," said credit analyst Martin S. Kounitz. Before resolving
the CreditWatch listing, Standard & Poor's will continue to
monitor developments and meet with management to discuss the
company's business strategy, future capital structure, and
financial policy.


SIMULA: Inks Definitive Pact to Sell Assets to Armor for $110MM
---------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), a leading manufacturer and
distributor of security products and vehicle armor systems serving
law enforcement, military, homeland defense and commercial
markets, has executed a definitive Agreement and Plan of Merger to
acquire Simula, Inc. (Amex: SMU), for $110.5 million, payable in
cash or, at the option of Armor Holdings, in a combination of cash
and registered shares of Armor Holdings common stock.

Upon consummation of the acquisition, Armor Holdings will acquire
all of the outstanding common stock of Simula, retire Simula's
outstanding indebtedness, and assume all liabilities of Simula.  
The Agreement provides for a good faith deposit, payment of a
break-up fee if Simula accepts a competing offer, and other terms
customary for similar transactions.  The acquisition is subject
to, among other conditions, receipt of regulatory approvals, and
the approval of Simula's stockholders.  The companies anticipate
completion of the acquisition in the fourth quarter of 2003.

"We expect the acquisition of Simula to diversify our product
base, expand our technical capabilities and enhance our position
as a leading supplier of armor, safety, and survivability systems
to the U.S. and foreign militaries, as well as to first responder
personnel," said Warren B. Kanders, Chairman and Chief Executive
Officer of Armor Holdings.

For 2002, Simula reported revenues of approximately $114.6 million
and income before taxes, discontinued operations, and
extraordinary items of approximately $4.7 million.  On July 22,
2003, Simula sold its Automotive Safety Devices Division, which
was included in its continuing operations in 2002 with reported
revenues of approximately $35.1 million.

"With the Agreement complete, we can now turn our attention toward
integrating Simula, and its strengths, into our global business,"
said Robert R. Schiller, Chief Operating Officer and Chief
Financial Officer of Armor Holdings.  "We expect the transaction
to be immediately accretive to our shareholders."

Simula is a safety technology company and supplier of human safety
and survival systems to all branches of the U.S. military, major
aerospace and defense contractors, international military forces,
and consumer markets.  Its core markets are military aviation
safety, military personnel safety, and land and marine safety.  
Serving the defense industry for almost 30 years, Simula provides
personnel protective equipment, including military body armor,
energy absorbing seating systems and lightweight armor for
aircraft, inflatable restraints for military aircraft, and other
protective equipment and technology to the military for the
protection of soldiers in a variety of life-threatening or
catastrophic situations.

Simula's products are deployed in military platforms such as the
AH-64 Apache and the UH-60 Black Hawk helicopters, the C-17
Globemaster III Transport Aircraft, the M1117 Guardian Security
Vehicle, and the M998 HMMWV and in body-worn equipment for
personal protection of the U.S. Army, Marine Corps, and Air Force
Special Operations Forces.  Simula's primary aerospace and defense
customers include Boeing, Sikorsky, Bell Helicopter, the U.S.
military services, and the U.S. Coast Guard.

Armor Holdings, included in FORBES magazine's list of "200 Best
Small Companies" in 2002, and a member of the S&P Smallcap 600
Index, is a leading manufacturer of security products for law
enforcement personnel around the world through its Armor Holdings
Products division and is one of the world's largest and most
experienced passenger vehicle armoring manufacturers through its
Mobile Security division.  Armor Holdings Products manufactures
and sells a broad range of high quality branded law enforcement
equipment. Such products include ballistic resistant vests and
tactical armor, less-lethal munitions, safety holsters, batons,
anti-riot products and a variety of crime scene related equipment,
including narcotic identification kits. Armor Holdings Mobile
Security, through its commercial business, armors a variety of
vehicles, including limousines, sedans, sport utility vehicles,
and money transport vehicles, to protect against varying degrees
of ballistic and blast threats. Through its military program, it
is the prime contractor to the U.S. Military for the supply of
armoring and blast protection for High Mobility Multi-purpose
Wheeled Vehicles, commonly known as HMMWVs.

Simula -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $40 million -- designs and
makes systems and devices that save human lives. Its core markets
are military aviation safety, military personnel safety, and land
and marine safety. Simula's core technologies include energy-
absorbing seating systems, inflatable restraints, advanced polymer
materials, lightweight transparent and opaque armor products,
emergency bailout parachutes and military personnel protective
equipment. For more information, go to http://www.simula.com   


SIRIUS SATELLITE: Files $500 Mill. Shelf Registration Statement
---------------------------------------------------------------
SIRIUS (Nasdaq: SIRI), known for delivering the very best in
commercial-free music and premium broadcast entertainment, filed a
shelf registration statement with the Securities and Exchange
Commission covering up to $500 million of debt securities, common
stock, preferred stock and warrants.

The company also announced that it has no present intention to
issue securities under the registration statement.  As of June 30,
2003, SIRIUS had approximately $560 million of cash, cash
equivalents and marketable securities, an amount projected to be
in excess of the amount the company needs to reach cash flow
breakeven, the point at which revenues are sufficient to fund
expected operating expenses, capital expenditures, interest and
principal payments and taxes.

"We have no plans to issue securities under this shelf
registration statement at this time.  Our offerings of 3-1/2%
Convertible Notes in May and common stock in June leave SIRIUS in
an excellent position, with the strongest balance sheet in the
industry and cash in excess of the projected amount we need to
reach the cash flow breakeven point," said David Frear, SIRIUS'
Executive Vice President and Chief Financial Officer.  "Shelf
registrations are a great tool for allowing SIRIUS to
opportunistically enter the debt and equity markets in the future
for transactions that enhance stockholder value, such as
acquisitions, debt issuances to fund stock buyback programs and
other expansions of our business plan."

SIRIUS (S&P, CCC Corporate Credit Rating, Stable) is the only
satellite radio service bringing listeners more than 100 streams
of the best music and entertainment coast-to-coast.  SIRIUS offers
60 music streams with no commercials, along with over 40 world-
class sports, news and entertainment streams for a monthly
subscription fee of only $12.95, with greater savings for upfront
payments of multiple months or a year or more.  Stream Jockeys
create and deliver uncompromised music in virtually
every genre to our listeners 24 hours a day.  Satellite radio
products bringing SIRIUS to listeners in the car, truck, home, RV
and boat are manufactured by Kenwood, Panasonic, Clarion and
Audiovox, and are available at major retailers including Circuit
City, Best Buy, Car Toys, Good Guys, Tweeter, Ultimate
Electronics, Sears and Crutchfield.  SIRIUS is the leading OEM
satellite radio provider, with exclusive partnerships with
DaimlerChrysler, Ford and BMW.  Automotive brands currently
offering SIRIUS radios in select new car models include BMW, MINI,
Chrysler, Dodge, Jeep(R), Nissan, Infiniti, Mazda and Audi.  
Automotive brands that have announced plans to offer SIRIUS in
select models include Ford, Lincoln, Mercury, Mercedes-Benz,
Jaguar, Volvo, Volkswagen, Land Rover and Aston Martin.
    

SPIEGEL GROUP: Pulling Plug on Quadrant Call Center Lease
---------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates sought and obtained
the Court's permission to reject a real property lease dated
October 1, 1996 entered into by The Quadrant Corporation as
landlord, and Eddie Bauer, Inc. as tenant.  The leased property
was used as a call center for Spiegel Group Teleservices, Inc.

The term of the Call Center Lease runs through June 30, 2007.
The monthly rental payment on the Call Center Lease is $79,820.
As of July 10, 2003, Eddie Bauer's remaining obligations on the
Call Center Lease totaled $4,232,720.  To reduce their operating
costs, the Debtors closed the call center on July 7, 2003.  The
call center lease was rejected effective August 30, 2003. (Spiegel
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


SSP SOLUTIONS: June 30 Working Capital Deficit Widens to $8 Mil.
----------------------------------------------------------------
SSP Solutions, Inc. (Nasdaq: SSPX), long-term provider of identity
management solutions for corporate and government institutions,
announced financial results for the second quarter ended June 30,
2003.

The Company reported total revenues of $3.8 million for the second
quarter ended June 30, 2003, versus $2.3 million in the same
quarter last year, or a 64.5% increase; six month period revenues
increased from $4.1 million to $7.1 million, or 75.8%. Gross
margin dollars increased from $1.6 million to $3.0 million, an
89.9% increase for the quarter ended June 30, 2003 and from $2.5
million to $5.3 million, a 107.5% increase for the six month
period then ended.

The Company reported an operating loss of $608,000 for the quarter
ended June 30, 2003, versus an operating loss of $2.8 million in
2002. Included in the 2003 operating loss was an accrual of $1.3
million for a pending final settlement and termination related to
a restructured facility lease. Excluding the settlement charge,
the Company's pro-forma, non-GAAP operating income would have been
$692,000 and $240,000 for the three and six months ended June 30,
2003, respectively, versus operating losses of $2.8 million and
$6.4 million for the three and six months ended June 30, 2002.

With the Company's previously announced discontinuance of its
network solutions business and a $1.3 million settlement charge,
the net loss from continuing operations for the quarter was $1.8
million versus a loss from continuing operations of $3.6 million
in the same quarter of 2002. The net loss for the quarter ended
June 30, 2003, was $1.8 million versus a net loss of $3.7 million
in the same quarter last year. The Company's pro-forma, non-GAAP
net loss, excluding the $1.3 million facility settlement charge,
would have been $3.7 million for the quarter ended June 30, 2002
and $521,000 million for the quarter ended June 30, 2003.

Service revenues increased 380.7% from $457,000 to $2.2 million,
and license revenues decreased by 36% from $623,000 to $399,000
for the quarter ended June 30 2003 versus the same quarter in
2002. Product sales decreased .9% to $1.24 million from $1.25
million during the quarters ended June 30, 2003 and June 30, 2002,
respectively.

The total gross margin percentage increased to 78.6% for the
quarter ended June 30, 2003 from 68.1% during the same quarter in
2002. The Company reduced operating expenses by $728,000 or 16.7%.
This reduction included a $466,000 or 33.0% reduction in research
and development expenses; a $594,000 or 28.5% increase in selling,
general, and administrative expenses; and the elimination of the
Wave Systems development contract. For the quarter ended June 30,
2003, S,G&A included the $1.3 million facility settlement charge.
The Company eliminated $833,000 in quarterly R&D expenses through
the previously reported termination and settlement effective
August 31, 2002 of the Wave development contract. Without the $1.3
million settlement charge, non-GAAP proforma total operating
expenses would have decreased by $2.0 million, or 46.6% to $2.3
million with S,G&A expenses decreasing $706,000, or 33.9% to $1.4
million for the quarter ended June 30, 2003.

With the Company's previously announced discontinuance of its
network solutions business and including the $1.3 million
settlement charge, the net loss from continuing operations for the
six months ended June 30, 2003 was $3.3 million versus a loss from
continuing operations of $7.4 million in the same quarter of 2002.
The net loss for the six months ended June 30, 2003, was $3.4
million versus a net loss of $7.7 million in the same quarter last
year. The Company's pro-forma, non-GAAP net loss, excluding the
$1.3 million facility settlement charge, would have been $7.7
million for the six month period ended June 30, 2002 and $2.1
million for the quarter ended June 30, 2003.  

For the six month period ended June 30, 2003, service revenues
increased 227.8% from $994,000 to $3.3 million, and license
revenues increased by 116.3% from $743,000 to $1.6 million for the
six month period ended June 30 2003 versus the same six month
period in 2002. Product sales decreased 2.2% to $2.27 million from
$2.32 million during the six month periods ended June 30, 2003 and
June 30, 2002, respectively.

The total gross margin percentage increased to 73.6% for the six
month period ended June 30, 2003 from 62.3% during the same six
month period in 2002. The Company reduced operating expenses by
$2.6 million or 29.2%. This reduction included a $962,000 or 31.5%
reduction in R&D; a $75,000 or 1.8% increase in S,G&A; and the
elimination of the Wave Systems development contract. The Company
eliminated $1.7 million in the six month period R&D through the
previously reported termination and settlement effective August
31, 2002 of the Wave development contract. Without the $1.3
million settlement charge, non-GAAP proforma total operating
expenses would have decreased by $3.9 million, or 43.8% to $5.0
million with S,G&A expenses decreasing $1.2 million, or 29.5% to
$2.9 million for the six month period ended June 30, 2003.

"We are pleased with our revenue growth, margin improvement, and
operating cost reductions," commented Marvin J. Winkler, co-
chairman and CEO. "With our improved operating results and the
pending facility settlement, we are now in the process of
restructuring our balance sheet and raising equity capital that
will dramatically decrease future financing costs and create
positive working capital."

The Company prepares its financial statements in accordance with
accounting principles generally accepted in the United States, but
has included non-GAAP disclosures. The Company believes the
presentation of these non-GAAP financial measures provides useful
information to investors because excluding the effects of these
non-recurring items allows investors to more easily compare the
Company's financial performance from period to period. These non-
GAAP financial measures should be viewed in addition to, and not
as an alternative for, the Company's reported results prepared in
accordance with GAAP. Further, these non-GAAP financial measures
may differ from similar measures presented by other companies.

SSP Solutions, Inc. designs and develops innovative identity
management solutions for corporate and government institutions.
Our PKI solutions streamline the deployment, use, and management
of digital identities across an organization, delivering strong
authentication and access control. For more information, visit
http://www.sspsolutions.com/  

SSP Solutions, Inc.'s June 30, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $8 million, while total shareholders' equity continued to
dwindle to about $18 million.

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

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

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

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

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


SUNBLUSH: Obtains Nod for Additional $250K Loan Facility Advance
----------------------------------------------------------------
The SunBlush Technologies Corporation has received Regulatory
approval for an additional advance of Cdn.$250,000 to the
previously announced secured loan facility with a subsidiary of
Ariadne Australia Limited. This advance bears an interest amount
of 10% per annum, and increases the total owing on this facility
to Cdn.$1,750,000 and matures February 28, 2004.

At this time SunBlush also announces its results for the 6 months
ending June 30, 2003. Revenue for the six months were US$515,000
up from US$278,000 for the same period last year. For the three
months ending June 30, 2003 revenue was US$ 446,000 up from US$
129,000 for the same period last year.

The loss for the period was US$1,681,000 before discontinued
operations compared to US$1,233,000 for the same period last year.
For the three months ending June 30, 2003 the loss was US$773,000,
compared to US$739,000 for the same period last year.

After factoring in the results of the discontinued operations the
net profit for the 6 months period was US$231,000 compared to a
loss of US$994,000 for the same period last year and for the three
month period ending June 30, 2003 the net profit was US$1,025,000
compared to a loss of US$604,000 for the same period last year.

The company's June 2003 balance sheet discloses a working capital
deficit of about $3 million.

The SunBlush Technologies Corporation is a leading provider of
life extension technology to the high growth Fresh Produce and
Flower Industry and uses its technological leadership to pursue
licensing opportunities. The Company's patented technologies
naturally place produce in a state of hibernation while it is
being shipped, and extends the shelf life of fresh produce,
flowers and juices, thereby enabling economic distribution of
premium quality vine-ripened fruit and vegetables. The Company's
network of R&D relationships, which include the University of
British Columbia, Bar Ilan University, and the University of
Newcastle New South Wales, focuses on building features that will
appeal to SunBlush's customers in order to gain a competitive edge
in the marketplace. The company continues to pursue licensing
opportunities through grower/processor channels as a way of
maximizing the distribution for its technologies.


SUREBEAM CORP: Nasdaq Delisting Hearing Scheduled for Sept. 18
--------------------------------------------------------------
SureBeam Corporation (Nasdaq: SUREE) has formally requested and
received from NASDAQ a date for a hearing to review issues that
relate to the late filing of the Company's Form 10-Q for the
quarter ended June 30, 2003.

The hearing will be conducted before a NASDAQ Listing
Qualifications Panel and has been scheduled for September 18,
2003. As a result of the scheduled hearing, the automatic
delisting of SureBeam's common stock from NASDAQ -- required under
current exchange rules -- has been stayed pending the outcome of
the hearing.

                         *     *     *

               Liquidity and Capital Resources

In its latest Form 10-Q filed with Securities and Exchange
Commission, SureBeam Corporation reported:

"We have used cash principally to construct systems for our
strategic alliances and fund working capital advances for these
strategic alliances, to construct our company-owned service center
and systems in Brazil, and to fund our working capital
requirements. We spend significant funds to construct systems for
our strategic alliances in advance of payment. We also are
spending significant funds on sales and marketing efforts relating
to brand recognition and consumer acceptance programs. In
addition, our service centers have operated at losses using
significant funds. At March 31, 2003, we had available cash and
cash equivalents of $20.2 million and restricted cash of $1.3
million. The restricted cash represents the money received as
payment on our RESAL contract in anticipation of our first
shipment of equipment. The cash will become unrestricted upon our
shipment, which is scheduled for the second quarter of 2003.

      Status of Our $50.0 Million Credit Facility with Titan

"During 2002, Titan extended to us a senior secured credit
facility under which we could borrow up to a maximum of $50.0
million, subject to the terms and conditions of the credit
facility. As of May 7, 2003, we have borrowed $25.0 million on
this credit facility. The credit facility allows us to borrow, in
addition to our previous borrowings, up to a maximum of $12.5
million per quarter through the fourth quarter of 2003, subject to
the $50.0 million cumulative limitation on borrowing and the other
terms and conditions of the credit facility. We are unable to
borrow additional amounts if our cash balance is greater than $5.0
million.

"We have not borrowed additional amounts on the credit facility
since October 30, 2002, and, we do not anticipate borrowing, or
being able to borrow, additional amounts on the credit facility
during 2003 or during the remaining period that the credit
facility is outstanding. As of March 31, 2003, we were in
compliance with all covenants of the credit facility, however, we
were not able to borrow additional funds during the second quarter
because we did not meet the earnings before interest, taxes,
depreciation and amortization (EBITDA) target for the first
quarter of 2003 in our annual operating plan. We do not anticipate
that we will have availability under the credit facility during
the remaining period that the credit facility is outstanding.

"We are obligated, with some exceptions, to use net proceeds from
the sale of assets and securities to repay amounts advanced under
the credit facility. During March 2003, the credit facility was
amended to allow us to receive net proceeds of up to $25.0 million
resulting from transactions involving the issuance of equity
securities through September 30, 2004, without having to apply
such net proceed towards repayment of the credit facility,
provided that no default or event of default had occurred. We are
required to make a mandatory prepayment on the credit facility in
an amount equal to 50% of any net proceeds in excess of $25.0
million resulting from transactions involving the issuance of
equity securities.

"Under our credit facility, we are obligated to make minimum
quarterly principal payments as follows: 13.75% of the outstanding
principal balance as of December 31, 2003 during each quarter in
2004; 25% of the outstanding principal balance as of December 31,
2004 during each quarter in 2005; and, all remaining principal by
December 31, 2005. The interest rate is Titan's effective weighted
average term debt rate under Titan's credit agreement plus three
percent. As of March 31, 2003, the interest rate on the credit
facility was 7.92%. Interest is payable monthly beginning in
January 2003. Through May 7, 2003, we have paid $1.4 million of
interest related to the credit facility. The credit facility is
secured by a first priority lien on all of our assets.

                   Credit Facility Availability

"During the quarter ending March 31, 2003, the maximum amount
available for borrowing pursuant to the credit facility was $12.5
million, subject to the terms and conditions of the credit
facility. The maximum amount available for borrowing in each of
the second, third and fourth quarters of 2003 is based upon our
earnings before interest, taxes, depreciation and amortization for
the prior quarter as a percentage of the EBITDA target in our
annual operating plan.

"If actual EBITDA is negative $2.4 million or higher for the
quarter ending March 31, 2003, then up to 100% of the quarterly
maximum or $12.5 million will be available for borrowing during
the quarter ending June 30, 2003. If our actual EBITDA is negative
$3.0 million during the quarter ending March 31, 2003, then up to
50% of the quarterly maximum or $6.3 million will be available for
borrowing during the quarter ending June 30, 2003. If our actual
EBITDA is between negative $2.4 million and negative $3.0 million
during the quarter ending March 31, 2003, then the maximum amount
available for borrowing during the quarter ending June 30, 2003
shall be determined by linear interpolation between $6.3 million
and $12.5 million. If our actual EBITDA is lower than negative
$3.0 million for the quarter ending March 31, 2003, no amounts
will be available for borrowing through the credit facility during
the quarter ending June 30, 2003. No amounts are available for
borrowing during the second quarter because our EBITDA was $6.8
million and therefore is less than the negative $3.0 million
target.

"For the quarter ending June 30, 2003, our target EBITDA is
$505,000. If our actual EBITDA for the quarter ending June 30,
2003 is positive, but less than $126,000, or 25% of the target
EBITDA, then the maximum amount available in the quarter ending
September 30, 2003, would be $5.0 million, provided that no
amounts would be available unless we covenant during the quarter
ended September 30, 2003 to limit our total operating expenses
(defined as research and development and selling, general and
administrative expenses) to $5.0 million. No amounts would be
available under the credit facility during the quarter ended
September 30, 2003, if we have negative EBITDA for the quarter
ending June 30, 2003. If our actual EBITDA for the quarter ended
June 30, 2003 is $126,000, or 25% of the target EBITDA, then the
maximum amount available in the quarter ended September 30, 2003,
would be $6.3 million or 50% of the quarterly maximum and for each
percentage of actual EBITDA above $126,000, or 25% of target
EBITDA, the percentage of the quarterly maximum above 50% would be
increased on a pro rata basis.

"For the quarter ending September 30, 2003, our target EBITDA is
$4.1 million. Therefore, if our actual EBITDA for the quarter
ended September 30, 2003 is positive, but less than $1.0 million,
or 25% of the target EBITDA, then the maximum amount available in
the quarter ended December 31, 2003, would be $5.0 million,
provided that no amounts would be available unless we covenant
during the quarter ended December 31, 2003 to limit our total
operating expenses (defined as research and development and
selling, general and administrative expenses) to $5.0 million. No
amounts would be available under the credit facility during the
quarter ending December 31, 2003, if we have negative EBITDA for
the quarter ending September 30, 2003. If our actual EBITDA for
the quarter ended September 30, 2003 is $1.0 million, or 25% of
the target EBITDA, then the maximum amount available in the
quarter ended December 31, 2003, would be $6.3 million or 50% of
the quarterly maximum and for each percentage of actual EBITDA
above $1.0 million, or 25% of target EBITDA, the percentage of the
quarterly maximum above 50% would be increased on a pro rata
basis.

"We do not anticipate that we will have further availability under
the credit facility during the remaining period that the credit
facility is outstanding.

"The credit agreement also includes covenants limiting our
incurrence of debt, investments, declaration of dividends and
other restricted payments, sale of stock of subsidiaries and
consolidations and mergers. The credit agreement, however, does
not contain any financial covenants requiring us to maintain
specific financial ratios.

"In addition, Titan has guaranteed some of our lease obligations,
and we are obligated to reimburse Titan for any payments they make
under these guaranties. Any guarantee payments Titan makes reduces
amounts available for future borrowing under the credit agreement.
We will pay Titan a monthly fee of 10% of the guaranteed monthly
payments. Some of the guaranteed leases have longer terms than the
credit facility. If Titan remains a guarantor at the maturity date
for the credit facility, then we plan to enter into a
reimbursement agreement with Titan covering the outstanding
guarantees.

"For the three months ended March 31, 2003, we used cash in
operations of $5.7 million as compared to having cash provided by
operations of $5.5 million for the three months ended March 31,
2002. During the first quarter of 2003, our net loss plus
depreciation and amortization were offset by an increase in
working capital usage, particularly an increase in accounts
receivable related to the increase of our unbilled receivables and
restricted cash and was offset by the decrease in the amount due
from Titan due to the $8.7 million we received for payment on our
receivables during the quarter. Also during the quarter, we
received $1.3 million of restricted cash related to a payment made
based in a milestone payment on our RESAL contract. The release of
the funds is tied to our initial shipment of equipment to Saudi
Arabia that was delayed due to the war in Iraq but is now
scheduled to ship in the second quarter of 2003. For the three
months ended March 31, 2002, our net loss plus depreciation and
amortization were offset by an increase in working capital usage,
particularly an increase in our unbilled receivables and
inventories and was offset by the decrease in the amount due from
Titan due to the $19.5 million we received as payment on our
receivables during the quarter.

"We used approximately $1.5 million and $437,000 for investing
activities for the three months ended March 31, 2003 and 2002,
respectively. For the three months ended March 31, 2003 we had
capital expenditures of $1.5 million primarily related to the
continued construction of our company owned service centers.

"The [Company's] consolidated financial statements contemplate the
realization of assets and the satisfaction of liabilities in the
normal course of business. During the three months ended March 31,
2003, we have incurred substantial losses from operations and
investments in infrastructure. Management believes that as we
continue to expand significant funds on, sales and marketing, it
is not anticipated that our revenues will sufficiently offset
these expenses until at least 2004. Additionally, our construction
and implementation period for systems sales to strategic alliances
require a substantial use of cash for at least 12 to 18 months.
Our arrangements to sell food irradiation systems to strategic
alliances typically contain milestone provisions for payment,
which are typically based upon time, stage of completion, and
other factors. As a result, our unbilled receivables from our
customers have increased $1.7 million for the three months ended
March 31, 2003. Also, we have advanced funds aggregating $6.0
million to Hawaii Pride of which $230,000 was advanced during the
three months ended March 31, 2003 and is included in selling,
general and administrative expense in the accompanying
consolidated financial statements. These advances were used
primarily for land acquisition, for facility construction and for
working capital purposes. We are not obligated to continue the
funding of Hawaii Pride. We also have entered into a number of
commitments to lease land and facilities in connection with
construction of our four company-owned service centers all of
which are operational. In addition, based on our customer
requirements, we may expend funds to construct and install in-line
systems that we will own and operate.

"In addition to our current operating plans, which focus on
increasing cash flow from operations, we are also evaluating a
number of alternative plans to meet our future operating cash
needs. These plans include raising additional funds from the
capital markets. As of the date of the filing of this report, we
have obtained $25.0 million under the senior secured credit
facility with Titan. We do not anticipate making any additional
borrowings under this credit facility. If the funds available from
the capital markets are not available or not sufficient for us, or
if we are unable to generate sufficient cash flow from operations,
we may need to consider additional actions, including reducing or
deferring capital expenditures, reducing or deferring research and
development projects, curtailing construction of systems for
customers in advance of payment and reducing marketing
expenditures, which actions may have a material adverse impact on
our ability to meet our business objectives.

"At March 31, 2003, we had $20.2 million of cash and cash
equivalents and $1.3 million of restricted cash. We believe that
this balance will be sufficient to meet our cash needs through
2003. However, a variety of currently unanticipated events could
require additional capital resources such as the acquisition of
complementary businesses or technologies or increased working
capital requirements to fund, among other things, construction of
systems for our strategic alliances in advance of payment.
Additionally, if our requirements vary from our current plans, we
may require additional financing sooner than we anticipate. An
inability in such circumstance to obtain additional financing on
terms reasonable to us, or at all, could have a material adverse
effect on our results of operations and financial condition."


TECO ENERGY: Initiates Action to Return to Core Utility Business
----------------------------------------------------------------
TECO Energy, Inc. (NYSE: TE) announced a major corporate
reorganization as part of its renewed focus on its core utility
operations.

Chairman and CEO Robert D. Fagan said, "We are streamlining our
organizational structure and redeploying our talent to meet the
needs of the new business environment. These changes will
create a leaner, more efficient organization, reflecting both the
halting of ew project development in the unregulated power
industry, and our renewed ocus on the regulated electric and gas
businesses."

The specific changes include naming John B. Ramil (currently
Executive ice President of TECO Energy and President of its
principal subsidiary, Tampa lectric Company) to the new position
of Executive Vice President and Chief perating Officer of TECO
Energy. As COO, Ramil will oversee TECO Energy's arious operating
subsidiaries and will continue to report to Fagan. His duties as
President of Tampa Electric Company will be assumed by William N.
Cantrell (currently President of Peoples Gas System, a division of
Tampa Electric Company), who will retain responsibility for
Peoples Gas System and will report to Ramil.

Consistent with the company's efforts to streamline along
functional lines, the management of all power plant operations
will be centralized under Charles R. Black, who will become Senior
Vice President-Generation, reporting to Ramil. The energy
management and fuel procurement functions will be consolidated and
report to Gordon L. Gillette, Senior Vice President-Finance and
Chief Financial Officer.

Clinton E. Childress (currently Chief Human Resources Officer) is
being named Senior Vice President-Human Resources and Services and
will have responsibility for human resources, information
technology and other services, reporting to Fagan.  Legal,
regulatory and financial services already operate as shared
service organizations.

Sheila M. McDevitt, Senior Vice President and General Counsel, and
Richard Lehfeldt, Senior Vice President-External Affairs, will
continue in their current responsibilities, reporting to Fagan.

As part of the consolidation, Royston K. Eustace, Senior Vice
President-Business Development, and Richard E. Ludwig, President
of TECO Power Services Corporation, will retire this year.

Fagan said, "In keeping with our announced business plan, we are
[Tues]day realigning our corporate organization to most
efficiently manage the various TECO Energy operating units. We
believe the new structure will benefit our customers and
shareholders by holding down costs, improving cash flow and
maximizing the value of all our regulated and unregulated assets.
It will also allow us to continue to provide quality service at
Tampa Electric and Peoples Gas. We have lots of work ahead of us
to successfully complete this reorganization, but I am confident
that our new team will help us serve our constituents in the best
manner possible."

TECO Energy, Inc. (NYSE: TE) is a diversified, energy related
holding company based in Tampa. Principal businesses include Tampa
Electric, Peoples Gas System, TECO Power Services, TECO Transport,
TECO Coal and TECO Solutions.

                         *     *     *

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

     TECO Energy, Inc.:

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

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

     TECO Finance (guaranteed by TECO)

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

         -- Commercial paper withdrawn.

     Tampa Electric Company:

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

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

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

         -- Commercial paper unchanged at 'F2';

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

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


TENET HEALTHCARE: Triad Acquiring 4 Tenet Hospitals in Arkansas
---------------------------------------------------------------
Tenet Healthcare Corporation (NYSE: THC) has signed a definitive
agreement with Triad Hospitals, Inc. (NYSE: TRI) under which Triad
will acquire four hospitals owned by Tenet subsidiaries in
Arkansas.

Gross proceeds to Tenet from the sale of the four hospitals are
estimated at $175 million. This includes $142 million for
property, plant and equipment from Triad, less an $8 million
credit for certain working capital items assumed at closing. The
gross proceeds also include approximately $33 million from
liquidation of the remaining working capital.

The four facilities are Central Arkansas Hospital, a 193-bed
facility in Searcy; National Park Medical Center, a 166-bed
hospital in Hot Springs; Regional Medical Center of Northeast
Arkansas, a 104-bed facility in Jonesboro, and Saint Mary's
Regional Medical Center, a 170-bed hospital in Russellville. The
transaction is subject to the receipt of all necessary regulatory
approvals. Tenet expects to use proceeds of the sale for general
corporate purposes.

"This transaction is a tribute to the quality of our entire
portfolio of hospitals because it highlights their value to the
communities they serve," said Trevor Fetter, Tenet's president and
acting chief executive officer. "While these four hospitals no
longer fit our core operating strategy, we're very pleased to be
handing them over to an operator who will maintain their
reputation for caring excellence and community service."

In March, Tenet announced that it would divest or consolidate 14
hospitals that no longer fit the company's core operating
strategy. On Aug. 25, Tenet announced that it has reached a
definitive agreement with Health Management Associates, Inc. under
which HMA will acquire five hospitals owned by Tenet subsidiaries
in Florida, Missouri and Tennessee. On Aug. 26, Tenet and Albert
Einstein Healthcare Network jointly announced that they have
reached a definitive agreement under which Albert Einstein
Healthcare Network will acquire Elkins Park Hospital in
Philadelphia from a Tenet subsidiary.

In aggregate, the announced sales are expected to result in gross
proceeds to Tenet, including working capital, of approximately
$738 million. Net proceeds for the three announced transactions
are expected to be approximately $600 million after taxes and
transaction costs. Two of the 14 hospitals -- Parkview Hospital in
Philadelphia, Pa., and Santa Ana Hospital Medical Center in Santa
Ana, Calif. -- are in the process of closing. Negotiations for the
sale of the remaining two hospitals are ongoing and anticipated
proceeds from these assets are not included in the figures above.

Here are brief profiles of the four hospitals being acquired by
Triad:

-- Central Arkansas Hospital, a 193-bed acute care facility in
   Searcy, offers a full range of services including open heart
   surgery and a brain injury/neurosurgery program.

-- National Park Medical Center is a 166-bed acute care hospital
   in Hot Springs, Arkansas. Services include inpatient
   rehabilitation and inpatient psychiatry as well as a full range
   of acute services including open heart surgery, Level II
   neonatal intensive care unit, joint replacement surgery and
   neurosurgery.

-- Regional Medical Center of NEA, a 104-bed acute care hospital
   in Jonesboro, provides a wide variety of services, including
   open heart surgery, neurosurgery, joint replacement surgery and
   obstetrics.

-- Saint Mary's Regional Medical Center, a 170-bed acute care
   facility, is the only hospital in Russellville. Saint Mary's
   offers a comprehensive outpatient rehabilitation facility as
   well as inpatient rehabilitation, radiation therapy,
   chemotherapy, cardiac catheterization, joint replacement
   surgery and obstetrics.

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates 114 acute care hospitals with 27,743 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 116,500 people serving communities in 16 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners -- including employees,
physicians, insurers and communities -- in providing a full
spectrum of health care. Tenet can be found on the World Wide Web
at http://www.tenethealth.com  

At June 30, 2003, Tenet Healthcare's balance sheet shows a total
shareholders' equity deficit of about $5.5 billion.


THERMOVIEW INDUSTRIES: James J. TerBeest Steps Down as CFO
----------------------------------------------------------
ThermoView Industries, Inc. (Amex: THV), one of the country's
largest full-service home improvement companies, announced that
James J. TerBeest resigned as chief financial officer effective
August 29th to pursue other interests.

The Company also announced the promotion of Jeffrey L. Fisher as
chief financial officer.  Fisher has served as corporate
controller of ThermoView since May 1998.

"Jim has been a valuable member of our senior management during
his tenure at ThermoView," said Charles L. Smith, ThermoView's
president and CEO.  "We wish him well in his future endeavors."

TerBeest has served as chief financial officer since January 2001,
and formerly served as senior vice president of accounting from
July 1999 to January 2001, and chief financial officer from May
1998 to July 1999.

ThermoView is a national company that designs, manufactures,
markets and installs high-quality replacement windows and doors as
part of a full-service array of home improvements for residential
homeowners.  ThermoView's common stock is listed on the American
Stock Exchange under the ticker symbol "THV." Additional
information on ThermoView Industries is available at
http://www.thv.com

                           *    *    *

In its latest Form 10-Q delivered to the Securities and Exchange
Commission, the company states:

      Under our  financing  arrangements,  substantially  all of
      our  assets  are pledged as collateral.  We are required
      to maintain certain financial ratios and to comply with
      various other covenants and  restrictions  under the terms
      of the financing agreements,  including restrictions as to
      additional  financings,  the payment  of  dividends  and
      the  incurrence  of  additional  indebtedness.   In
      connection with waiving defaults at June 30, 2000, PNC
      Bank required us to repay $5 million of our $15 million
      credit facility with them by December 27, 2000. We were
      unable to make the required  December 27, 2000  payment,
      violated  various other covenants, and were declared in
      default by PNC Bank in early January 2001. The declaration
      of default by PNC Bank also served as a  condition  of
      default under the senior  subordinated  promissory  note
      to GE  Equity.  GE Equity and a group of our officers and
      directors in March 2001  purchased  the PNC note,  and
      all defaults relating to the GE Equity note and the
      purchased PNC Bank note were waived.

      If we default in the future under our debt  arrangements,
      the lenders can, among other items,  accelerate  all
      amounts owed and increase  interest rates on our debt.  An
      event of  default  could  result  in the loss of our
      subsidiaries because  of the  pledge  of our  ownership
      in  all of our  subsidiaries  to the lenders.  As of
      September  30, 2002, we are not in default under any of
      our debt arrangements.

      We  believe  that our cash flow from  operations  will
      allow us to meet our anticipated needs during at least the
      next 12 months for:

           *    debt service requirements;

           *    working capital requirements;

           *    planned property and equipment capital
                expenditures.

           *    expanding our retail segment

           *    offering new technologically improved products
                to our customers

           *    integrating more thoroughly the advertising and
                marketing  programs of our regional subsidiaries
                into a national home-remodeling business

      We also believe in the longer term that cash will be
      sufficient to meet our needs.  However,  we do not expect
      to continue our acquisition  program soon. In October
      2002, we opened a new retail sales office in Phoenix,
      Arizona,  and are working to open two new retail  offices
      in  Nebraska  or Iowa and in a southern state in 2003.


TRIMAS CORP: Benson K. Woo Named New Chief Financial Officer
------------------------------------------------------------
TriMas Corporation has appointed Benson K. Woo as the company's
new chief financial officer, effective Sept. 3.  Woo replaces Todd
R. Peters, who has left the company to pursue other opportunities.  
The announcement was made by TriMas Corporation President and CEO
Grant H. Beard.

"Benson Woo is a great addition to the TriMas executive management
team," Beard said.  "He has 24 years of senior financial
experience in the automotive, machinery, electrical products and
financial services industries, which will be integral to
strengthening our financial discipline, maximizing shareholder
value and enhancing our future growth."

Based at TriMas' corporate headquarters in Bloomfield Hills, Woo
will be responsible for the strategic financial leadership
including financial planning, external reporting, acquisition
integration financial analysis, treasury, tax, audit, corporate
capital strategies and attainment of TriMas financial imperatives.

Woo has 24 years of solid financial and executive management
expertise, having served as corporate CFO and treasurer in large
global organizations, including 15 years with General Motors
Corporation.  He also has significant experience conducting
business in Europe, Latin America and Asia.

Most recently, he served as CFO and senior vice president of
business development for Minnetonka, Minn.-based Metris Companies
Inc., the 10th largest MasterCard and Visa credit card issuer.  In
this position for four years, he managed a $550 million budget and
oversaw strategic planning and merger and acquisition
diversification efforts.

Prior to this, he served as vice president and CFO at York
International Corporation in York, Pa., where he led corporate
financial management, including planning, reporting, mergers and
acquisitions, controllership, treasury, tax, audit and information
systems.

From 1994 to 1998, he was vice president and treasurer of Racine,
Wis.-based Case Corporation (now CNH Global NV).  In this
position, he was responsible for corporate finance, bank
relationships and cash management, foreign exchange, pension
investments, insurance, secondary IPO offerings, acquisition
financing and strategic planning.

From 1979 to 1994, Woo served in various financial positions for
GM in Michigan, New York, Canada and Brazil.  He served as finance
director of credit card operations; treasurer of GM do Brasil
manufacturing operations and CFO of three Brazilian finance
companies; treasurer of the GM-Suzuki joint venture; director of
worldwide banking and U.S. cash management; manager and senior
financial analyst of overseas financing; and business analyst for
the GM Fisher Body Division.
    
Woo earned a bachelor of science degree in electrical engineering
from the Massachusetts Institute of Technology in Cambridge, Mass.
and a master's of business administration in finance from Harvard
Business School in Boston, Mass.  He is fluent in Portuguese and
Chinese.

Headquartered in Bloomfield Hills, Mich., TriMas is a diversified
growth company of high-end, specialty niche businesses
manufacturing a variety of products for commercial, industrial and
consumer markets worldwide.  TriMas is organized into four
strategic business groups: Cequent Transportation Accessories,
Rieke Packaging Systems, Fastening Systems and Industrial
Specialties.  TriMas has nearly 5,000 employees at 80 different  
facilities in 10 countries.  For more information, visit
http://www.trimascorp.com

                         *      *      *

As reported in the Troubled Company Reporter's May 29, 2003
edition, Moody's Investors Service took several rating actions on
TriMas  Corporation. Outlook is now negative from stable.

                     Assigned Rating

      * B1 - Proposed $90 million increase to the Tranche B
             term loan facility

                    Confirmed Ratings

      * B1 - Senior implied rating

      * B2 - Senior unsecured issuer rating

      * B1 - $150 million senior secured revolving credit
             facility, due November 15, 2007,

      * B1 - $350 million term loan B, due November 15, 2009,

      * B3 - $438 million 9.875% senior subordinated notes,
             due 2012

Moody's ratings mirror the company's high leverage, weak results
and constrained liquidity.


TURNSTONE SYSTEMS: Board Adopts Liquidation & Dissolution Plan
--------------------------------------------------------------
Turnstone Systems, Inc. (Nasdaq: TSTN) announced that Richard N.
Tinsley has stepped down as the company's President and Chief
Executive Officer, effective August 31, 2003.

Mr. Tinsley will continue to serve as a member of the company's
board of directors.

Mr. Tinsley's decision to step down resulted from the approval on
August 6, 2003 by the company's board of directors of a plan of
complete liquidation and dissolution of Turnstone Systems, subject
to stockholder approval at the company's 2003 annual meeting. Eric
S. Yeaman, the company's chief financial officer, has been named
the new Chief Executive Officer.

Turnstone Systems is based in Santa Clara, California. For more
information about Turnstone Systems, visit
http://www.turnstone.com

                         *      *      *

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

"If our stockholders vote against the plan of dissolution of
Turnstone Systems, it would be very difficult for us to continue
our business operations.

"If our stockholders do not approve the plan of dissolution and
liquidation of Turnstone Systems, Inc. at our 2003 annual meeting
of stockholders, we would have to continue our business operations
from a difficult position, in light of our announced intent to
liquidate and dissolve. We are not actively marketing or selling
any of our products, and have generally ceased normal business
operations, terminated substantially all of our employees and
severed all of our supplier and customer relationships.
Prospective employees, suppliers, customers and other third
parties may refuse to form relationships or conduct business with
us if they do not believe we will continue to operate as a going
concern."


US AIRWAYS: Settles Claims Dispute with Maryland Gov't Agencies
---------------------------------------------------------------
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, brings a Stipulation to Judge Wedoff between the US Airways
Debtors and the Maryland Department of the Environment and the
Maryland Aviation Administration.  

On February 6, 2003, MDE filed a proof of claim against US
Airways, Claim No. 5293, for $10,450,000 for estimated remediation
costs for the release of petroleum at the Baltimore/Washington
International Airport fuel farm.  On February 6, 2003, MAA filed a
proof of claim against US Airways, Claim No. 5273, for $372,137,
plus $1,430,000 for estimated remediation costs for the release of
petroleum at the Site.  On February 6, 2003, MAA filed a proof of
claim against Piedmont Airlines, Claim No. 5274 for $16,421, plus
$1,430,000 for estimated remediation costs for the release of
petroleum at the site.

Mr. Butler says that after negotiations, the Parties have agreed
to resolve all claims and disputes relating to environmental
contamination and remediation as follows:

  1) MDE will withdraw its claim and will not receive any  
     distribution;

  2) MAA will withdraw the portion of its proof of claim that is  
     allocated to remediation, or $1,430,000 and will not receive  
     any distribution for remediation costs;

  3) MAA's remaining claims and US Air's defenses shall remain
     unaffected by the agreement; and
  
  4) any liability that the US Airways and Piedmont may have to  
     MAA and MDE for petroleum contamination affecting soil and  
     groundwater, which occurred prior to the bankruptcy  
     confirmation date, will remain a post-bankruptcy and post-
     Plan confirmation obligation of US Airways and Piedmont  
     Airlines.

Mr. Butler confirms that the Settlement allows the Parties to
avoid protracted litigation and contentious fights over the MAA
and MDE claims relating to petroleum contamination.  The cost of
litigation, including discovery, motion practice and trial, could
be excessive to all Parties.  It is unlikely that the Debtors
would receive a greater benefit by objecting to and litigating
the remediation potions of the MAA and MDE claims. (US Airways
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


US FLOW CORP: First Creditors Meeting Scheduled for September 22
----------------------------------------------------------------
The United States Trustee will convene a meeting of U.S. Flow
Corporation and its debtor-affiliates' creditors on September 22,
2003, at 1:30 p.m., at the St. Cecilia Music Society Ball Room, 24
Ransom, N.E., in Grand Rapids, Michigan.  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 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.


VALHI INC: Board Declares Regular Quarterly Dividend
----------------------------------------------------
Valhi, Inc.'s (NYSE: VHI) board of directors has declared a
regular quarterly dividend of six cents ($0.06) per share on its
common stock, payable on September 30, 2003 to stockholders of
record at the close of business on September 15, 2003.

Valhi, Inc. is engaged in the titanium dioxide pigments, component
products (ergonomic computer support systems, precision ball
bearing slides and security products), titanium metals products
and waste management industries.

As reported in Troubled Company Reporter's June 5, 2003 edition,
Fitch Ratings affirmed Valhi's unsecured rating of 'BB-' and
Kronos International Inc.'s senior secured rating of 'BB'.

As a result of Valhi's redemption of all outstanding senior LYONs,
NL Industries' full redemption of 11.75% senior secured notes, and
Valcor's full redemption of 9-5/8% senior unsecured notes, Fitch
has withdrawn Valhi's senior LYONs rating of 'BB-', NL Industries'
senior secured debt rating of 'BB', and Valcor's senior unsecured
debt rating of 'B+'. Also, Fitch has assigned a rating of 'BB-' to
Valhi's senior secured credit facility. The Rating Outlook remains
Stable.


VINTAGE PETROLEUM: CEO to Present at Lehman Brothers Conference
---------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) will attend the Lehman
Brothers CEO Energy/Power Conference in New York. S. Craig George,
President and Chief Executive Officer, will make a scheduled
presentation at 9:20 a.m. Eastern time on Thursday, September 4,
2003. Lehman Brothers will provide a live internet webcast of the
presentation.

The webcast will be available at

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

and will also be available at the Vintage Petroleum Web site at
http://www.vintagepetroleum.com The slide presentation and a  
replay of the audio webcast will available through September 19,
2003.

Vintage Petroleum, Inc. is an independent energy company engaged
in the acquisition, exploitation, exploration, and development of
oil and gas properties and the marketing of natural gas and crude
oil. Company headquarters are in Tulsa, Oklahoma, and its common
shares are traded on the New York Stock Exchange under the symbol
VPI.

                        *      *      *

As previously reported, Standard & Poor's assigns its 'BB-' rating
to Vintage Petroleum Inc.'s $250 million Note Issue.

Ratings on Vintage Petroleum Inc. reflect the company's
participation in the volatile independent oil and gas exploration
and production (E&P) industry, an aggressive financial profile,
and significant political risk associated with Argentina, which
accounts for about 35% of Vintage's production.

                            Outlook

The negative outlook reflects continued uncertainty regarding the
fiscal regime in Argentina, limited internal financial
flexibility, and a likely continued decline in production through
2003 due to a starkly reduced 2002 capital budget. Significant
further deterioration in any of these conditions could lead to a
downgrade of Vintage's ratings. Conversely, management's ability
to deliver on its rather aggressive plan to apply proceeds from
asset sales and cash flow generated by stronger than currently
expected oil and natural gas prices could restore ratings
stability.


WALTER INDUSTRIES: Lowers Earnings Guidance for Full-Year 2003
--------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) is lowering its 2003 estimate
for earnings from continuing operations, due primarily to
continued adverse geologic conditions at Jim Walter Resources,
increased scrap iron costs at U.S. Pipe & Foundry, and lower
revenues due to delays in housing starts by the Homebuilding
Group.

Based on current internal business forecasts and anticipated
market conditions, the Company expects to generate 2003 earnings
from continuing operations in the range of $0.70 to $0.80 per
diluted share. This revised estimate, which represents a reduction
from the previous range of $1.30 to $1.40, excludes special items
from the first half of the year, as well as AIMCOR, which is
classified as a discontinued operation.

The Company expects to generate third-quarter earnings from
continuing operations in the range of $0.06 to $0.11 per diluted
share. This estimate is a reduction from the previous range of
$0.35 to $0.42.

"While we are disappointed with these changes in our 2003 outlook,
we are pursuing aggressive profit improvement action plans across
all of our operations," said Don DeFosset, Chairman and Chief
Executive Officer of Walter Industries.

At Jim Walter Resources, adverse geologic conditions that impacted
the Company's second-quarter results have unexpectedly worsened
over the past several weeks.  Most significantly, production at
Mine No. 7 has deteriorated, resulting in a sharply reduced
forecast for coal output and natural gas production. In addition,
a third-party synfuel operator abruptly suspended its operations
two weeks ago, adversely affecting costs. Although a number of
corrective actions are underway to increase production levels, the
Company does not expect JWR to be profitable in the third quarter.  
Jim Walter Resources is expected to return to profitability in the
fourth quarter as extraction costs and production levels improve.

At U.S. Pipe, the cost of scrap iron, the principal raw material
used to manufacture ductile iron pipe, has risen to record levels
due to higher scrap export demand. U.S. Pipe's two price
increases, one of which occurred in June and another that is set
to take effect in October, are not sufficient to offset the recent
rise in raw material costs. U.S. Pipe is planning a third price
increase, but it will have little impact in 2003 due to the lead
times involved in implementing price changes. While the profit
recovery at U.S. Pipe has not occurred as quickly as the Company
had previously forecast, price increases are holding, demand is
steady and U.S. Pipe continues to expect the second half of 2003
to show improvement over the prior-year period.

Also reflected in the revised earnings estimate is lower revenue
and profitability in the Homebuilding segment in the fourth
quarter, due to fewer new housing starts in the third quarter.
This slower-than-anticipated conversion of backlog into new starts
during the quarter is due to a number of factors, including
continued poor weather conditions in its Southeastern markets and
the impact of the sales and construction reorganization. Also,
third-quarter starts have been negatively impacted by the
transition from a manually intensive legacy system to a new
enterprise system launched in July. Performance in 2004 is
expected to improve as the Homebuilding segment works through its
backlog in new starts and realizes the benefits of shorter cycle
times as a result of the new enterprise system, along with strong
underlying sales trends.

Walter Industries, Inc. (S&P, BB Corporate Credit Rating, Stable)
is a diversified company with five principal operating businesses
and annual revenues of $1.9 billion. The Company is a leader in
homebuilding, home financing, water transmission products, energy
services and specialty aluminum products. Based in Tampa, Florida,
the Company employs approximately 6,300.


WEIRTON STEEL: Hires Global Tax to Render Consultancy Services
--------------------------------------------------------------
Weirton Steel Corporation previously employed Global Tax
Management, Inc., as its tax consultants.  Hence, Robert G. Sable,
Esq., at McGuireWoods, in Pittsburgh, Pennsylvania, relates,
Global Tax is familiar with the Debtor's books, records, corporate
tax workpapers and tax returns and is well qualified to continue
to provide tax consulting services to the Debtor.  

By this Application, the Debtor sought and obtained the Court's
authority to employ Global Tax as tax consultants during its
Chapter 11 case, pursuant to Section 327(a) of the Bankruptcy
Code.

Global Tax will render services to the Debtor, including but not
limited to:

   (a) consulting on various tax matters;

   (b) monitoring emerging tax issues; and

   (c) reviewing corporate tax workpapers and corporate tax
       return preparation.

The Debtor will compensate Global Tax according to Global Tax's
current customary hourly rates, subject to change from time to
time, for its tax consulting services:

   Professional        Hourly Rate
   ------------        -----------
   Director               $185
   Manager                 135
   Senior                   95
   Staff                    80

William G. Ruffner, a Director of Global Tax Management, Inc.,
informs the Court that neither Global Tax nor any of its officer
or employee has any connection with the Debtor, the U.S. Trustee
or any other party with an actual or potential interest in the
Debtor's Chapter 11 case or their attorneys or accountants.  

However, Global Tax is unable to state with certainty that
every client relationship has been disclosed.  In this regard, if
Global Tax discovers information that requires disclosure, Global
Tax will file a supplemental disclosure with the Court as
promptly as possible.

Mr. Ruffner assures the Court that Global Tax is a disinterested
person, as defined in Section 101(14) and as required by Section
327(a) of the Bankruptcy Code. (Weirton Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WESTERN REFINING: S&P Assigns B+ Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to privately held, independent petroleum refiner
Western Refining Company L.P. Standard & Poor's also assigned its
'B+' rating to Western's proposed $125 million senior secured bank
term loan B due 2008. The outlook on Western is stable.

El Paso, Texas-based Western will have about $125 million of total
debt, pro forma for the notes offering.

"Western intends to apply the proceeds from this offering to
acquire ChevronTexaco Corp.'s North Refinery, terminal, inventory,
and crude oil pipeline system," noted Standard & Poor's credit
analyst Steven K. Nocar. "The North Refinery is physically
connected to Western's South Refinery and has been operated as an
integrated entity collectively known as the El Paso Refinery since
1993," he continued.

Although located in the highly competitive PADD III region, a
large percent (about 60%) of Western's refined products are
transported via pipeline to higher-margin locations in Phoenix,
Tucson, and Albuquerque. While based on regional market pricing, a
five-year, off-take agreement with ChevronTexaco for about 38% of
Western's daily production and assigned contracts for another 19%
of daily production does provide Western some assurance of a
market for its product.

Western has sufficient liquidity to internally fund expected
capital expenditures and intermediate-term debt maturities. Pro
forma liquidity is provided by cash balances of $15.5 million and
access to an undrawn $140 million senior secured borrowing base
credit facility that matures August 2006. Borrowings under the
credit facility will primarily be used to finance working capital
needs and are limited to 85% of receivables and 65% of
inventories. Western's liquidity position is enhanced by the
absence of significant debt maturities until 2006 (when the
company's credit facility matures), highly liquid inventory, low
annual maintenance expense of about $9 million and flexibility,
through its status as a small refiner, to meet Tier II clean-fuels
specifications.

The stable outlook reflects expectations that Western will
maintain its ability to sell a significant amount of its products
in higher-margin locations, its status as a small refiner, and
that clean fuels and other capital spending requirements will be
funded internally.


WESTPOINT STEVENS: Court Fixes Oct. 3 as General Claims Bar Date
----------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates ask the Court to
establish September 26, 2003, at 5:00 p.m., as the last day and
time to file proofs of claim.  The Debtors also ask Judge Drain to
establish November 28, 2003 as the last date for government units
to file a claim.

For the Debtors to develop a Chapter 11 plan, they will need
complete and accurate information regarding the nature, amount
and status of all claims against them.  In the absence of an
accurate forecast of their liabilities, the Debtors will be
unable to develop, and creditors will be unable to evaluate
meaningfully, any proposed Chapter 11 plan.

The Debtors filed their schedules of assets and liabilities and
statements of financial affairs on August 18, 2003.  The
Schedules list all the Debtors' known creditors.  Pursuant to
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure, the
Court may set the Bar Date by which proofs of claim must be filed
in the Debtors' Chapter 11 cases.  In addition, Bankruptcy Rule
3003(c)(2) requires, inter alia, that proofs of claim be filed by
all persons, entities, or governmental units whose claims do not
appear on the Schedules or whose claims are listed in the
Schedules as "disputed," "contingent," or "unliquidated."

Bankruptcy Rule 2002(a)(7) provides that creditors must be given
"not less than 20 days notice by mail" of "the time fixed for
filing proofs of claims pursuant to Rule 3003(c)(2)."  The
General Order of Adoption of Procedural Guidelines for Filing
Requests for Bar Orders of the United States Bankruptcy Court for
the Southern District of New York, dated January 15, 2003,
(Bernstein, C.J.), suggests a notice period of 30 to 35 days, be
provided.

Pursuant to the proposed Bar Date Order, these entities are not
required to file a proof of claim:

   (a) any person or entity that has already properly filed with
       the Clerk of the United States Bankruptcy Court for the
       Southern District of New York a proof of claim against the
       applicable Debtor or Debtors utilizing a claim form which
       substantially conforms to Official Form No. 10;

   (b) any person or entity whose claim is listed on the Debtors'
       Schedules of Assets and Liabilities;

   (c) any person having a claim under Sections 503(b) or
       507(a)(1) of the Bankruptcy Code as an administrative
       expense of any of the Debtors' Chapter 11 cases;

   (d) any person or entity whose claim has been paid or
       otherwise satisfied in full by any of the Debtors;

   (e) any person or entity holding a claim for which specific
       deadlines have previously been fixed by the Court;

   (f) any Debtor having a claim against another Debtor;

   (g) any person or entity that has or may have a claim that has
       been allowed by a Court order entered on or before the Bar
       Date; and

   (h) any person or entity whose claim is limited exclusively to
       the repayment of principal, interest, or other applicable
       fees and charges on any bond or note issued by the Debtors
       pursuant to an indenture qualified under the Trust
       Indenture Act of 1939.

The proposed Bar Date Order also provides that any entity with a
claim arising from the authorized rejection of an executory
contract or unexpired lease must file a proof of claim.  If the
order authorizing the rejection is dated after the Court enters
the Bar Date Order, the claimant must file a proof of claim on or
before the date the contract or lease is set to be rejected.

The proposed Bar Date Order further provides that holders of
equity security interests in the Debtors need not file proofs of
interest with respect to the ownership of equity interests.  This
is provided that if any of these holders assert a claim against
the Debtors, a proof of claim must be filed before the Bar Date
or the Governmental Bar Date.

Each proof of claim must:

  (i) be written in English;

(ii) be denominated in lawful currency of the United States;

(iii) include supporting documentation or an explanation as to
      why documentation is not available;

(iv) conform substantially with the Proof of Claim provided or
      Official Form No. 10;

  (v) indicate the Debtor against which the claimant is asserting
      a claim, and if the holder asserts a claim against more
      than one Debtor or has claims against different Debtors, a
      separate proof of claim form must be filed with respect to
      each Debtor; and

(vi) be signed by the claimant or, if the claimant is not an
      individual, by an authorized agent of the claimant.

The Debtors also propose that any holder of a claim against them
who fails to file a proof of claim on or before the Bar Date will
be forever barred, and enjoined from asserting the claim.

The Debtors will mail a notice of the Bar Date Order and a Proof
of Claim form to:

   -- the Office of the United States Trustee for the Southern
      District of New York;

   -- each member of the Statutory Creditors' Committee and its
      attorneys;

   -- all known holders of claims listed on the Schedules;

   -- all counterparties to the Debtors' executory contracts and
      unexpired leases listed on the Schedules;

   -- the District Director of Internal Revenue for the Southern
      District of New York;

   -- the Securities and Exchange Commission;

   -- the attorneys for the Debtors' lenders;

   -- the United States Attorney for the Southern District of New
      York; and

   -- the entities in the Debtors' Master Service List.

The Debtors also intend to publish a notice of the Bar Date once
in The Wall Street Journal, The New York Times, and the Atlanta
Journal-Constitution at least 25 days before the Bar Date.  The
Debtors will also publish the Bar Date Notice on their Web site,
http://www.westpointstevens.com  

                          *     *     *

Judge Drain sets October 3, 2003 at 5:00 p.m. Eastern Time as the
General Claims Bar Date and November 28, 2003 at 5:00 p.m.
Eastern Time as the Governmental Bar Date. (WestPoint Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


WORLD WIRELESS: Fails to Meet AMEX Continued Listing Standards
--------------------------------------------------------------
World Wireless Communications, Inc. (Amex: XWC), a developer of
wireless and internet based telemetry systems, announced that on
August 20, 2003 the Company received notice from the Amex Staff
indicating that the Company no longer complies with Exchange's
continued listing standards due to four reasons described below
and that its securities are, therefore, subject to being delisted
from the Exchange:

(1) The corporation's stockholders' equity is less that $2 million
    and it has sustained losses from continuing operations and/or
    losses in two of its three most recent fiscal years, as set
    forth in Section 1003 (a)(i) of the Amex Company Guide.

(2) The corporation has sustained losses which are so substantial
    in relation with its overall operations or its existing
    financial resources, or its financial condition has become so
    impaired that it appears questionable, in the opinion of the
    Exchange, as to whether such corporation will be able to
    continue operations and/or meet its obligations as they
    mature, as set forth in Section 1003 (a)(iv) of the Amex
    Company Guide.

(3) The corporation is not in compliance with its Securities and
    Exchange Commission filing obligations, as set forth in
    Section 1003(d).

(4) The corporation has failed to pay all applicable listing fees
    established by the Exchange, as set forth in
    Section 1003 (f)(iv).

The Company has appealed this determination and requested a
hearing before a committee of the Exchange. There can be no
assurance the Company's request for continued listing will be
granted.

In the event the Company's securities are delisted, the Company 's
securities will be eligible to trade on the pink sheets if one or
more marketmakers agree to act as such, or on the over-the-counter
electronic bulletin board, provided, among other things, the
Company becomes current in the filing of its financial statements.

Greenwood Village-based World Wireless Communications, Inc. was
founded in 1995 and is a developer of wireless and internet
systems, technology and products. World Wireless focuses on
spectrum radios in the 900MHz band and has developed the X-
traWeb(TM) system -- an Internet based product designed for remote
monitoring and control devices. X-traWeb's many applications
included utility meters, security systems, vending machines, asset
management, and quick service restaurants.

World Wireless' December 31, 2002 balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of close to $9 million.


WORLDCOM INC: AT&T Files Civil-Racketeeing Suit vs. MCI/Worldcom
----------------------------------------------------------------
AT&T (NYSE: T) filed a lawsuit in federal district court against
MCI/WorldCom and ONVOY, Inc., seeking damages for, among other
things, violations of the civil provisions of the federal
Racketeering Influenced and Corrupt Organization Act and other
laws. AT&T's complaint and a bankruptcy court filing also being
made today noted that this lawsuit seeks post-petition damages
resulting from MCI/WorldCom's continuing business operations.

The lawsuit accuses MCI/WorldCom and ONVOY of orchestrating a
scheme called the "Canadian Gateway Project," in which they worked
with other telecommunications companies to reroute MCI customers'
domestic phone calls through Canada to deceive and defraud AT&T
into paying hefty termination fees for terminating calls to high-
cost independent telephone companies in the U.S.

MCI is headquartered in Ashburn, Va., and the suit was filed in
U.S. District Court for the Eastern District of Virginia. The
lawsuit also cites as defendants unknown individuals or entities
referred to in the lawsuit as "John Does 1-20."

The lawsuit alleges, among other claims, fraud, civil conspiracy,
unjust enrichment, racketeering conspiracy and substantive
racketeering through a pattern of multiple acts of mail fraud and
wire fraud. AT&T recently discovered the existence of those claims
as a consequence of a Federal Grand Jury investigation. AT&T also
maintains the scheme is ongoing and that MCI and ONVOY continue to
engage in the misconduct.

The conduct alleged in the lawsuit involves a fraudulent call-
routing scheme that is fundamentally different from, and bears no
relation to, legitimate routing practices widely employed in the
telecommunications industry. That legitimate conduct involves long
distance companies obtaining the lowest access fees knowingly
offered. In contrast, the lawsuit alleges that MCI/WorldCom used
deception to cause AT&T unwittingly to pay the full access charges
MCI/WorldCom should have incurred on a large number of calls.

In addition to the claims related to the previously reported
"Canadian Gateway Project," the lawsuit alleges for the first time
an MCI/WorldCom scheme to fraudulently cause AT&T to pay access
fees to MCI/WorldCom itself.

Under this variation of "Canadian Gateway," the lawsuit alleges,
MCI/WorldCom concocted the scheme to cause AT&T to pay terminating
access charges directly to MCI/WorldCom for domestic long-distance
calls that were originally on MCI/ WorldCom's network, but were
taken off and rerouted through Canada and onto the AT&T network so
AT&T would terminate the calls and bear the terminating access
charges.

AT&T alleges that MCI/WorldCom should have properly kept the
telephone traffic on its own network and been responsible for
terminating access fees, if any, via intra-company transfers.
Instead, AT&T said, MCI/WorldCom conspired with ONVOY to create
access charges "out of thin air" for AT&T by rerouting the calls
through Canada and then to AT&T for completion on the MCI/WorldCom
local network -- where MCI/WorldCom would receive the access
payments.

Through the lawsuit, AT&T seeks to protect the interests of its
shareowners who were victims of this fraud. The filing of the
lawsuit is consistent with AT&T's position that a reorganized
MCI/WorldCom should operate on a fair and level playing field with
its competitors.

Separately, in federal bankruptcy court in New York, AT&T today
filed its objection to the MCI/WorldCom Official Committee of
Unsecured Creditors' request for discovery in the bankruptcy court
proceeding. AT&T said: "The Committee requests an unprecedented
and all but unbounded inquiry into the highly confidential and
proprietary, competitively trade-sensitive, and even Government-
classified, business activities of AT&T in its capacity as a
business competitor of WorldCom."

AT&T called the Committee's request "to produce millions of pages
of documents" an "effort to punish" AT&T for asserting its
legitimate fraud claims.


WORLDCOM INC: Court Approves $21 Million Cisco Settlement Pact
--------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates received the U.S.
Bankruptcy Court's approval of a Settlement Agreement with Cisco
Systems, Inc.

On July 25, 2003, the Debtors entered into a settlement agreement
with Cisco to, among other things, modify and assume 1999 Global
Master Procurement Agreement and System Integrator Agreement and
establish the cure amounts for the Agreements and provide payment
terms of the cure amounts.  Pursuant to the Settlement, the
Debtors will pay Cisco, by wire transfer, $21,000,000, in full
satisfaction of all its prepetition claims under the SIA and GMPA.  
The Cure Amount represents a compromise that incorporates:

   -- the payment of amounts that Cisco asserts that the Debtors
      received for its benefit from the third party customers
      under reseller arrangements;

   -- the payment, on a discounted basis, of other amounts the
      Debtors allegedly owe to Cisco for the goods and services
      provided for their internal use; and

   -- a waiver of other unliquidated, disputed claims against the
      Debtors for various alleged breaches under the SIA.

Upon payment, Cisco will withdraw the Claims filed against the
Debtors.  It will also increase the credit line available to
them.  At the Debtors' request, Cisco will also consider in good
faith another increase on the effective date of the Debtors'
reorganization plan and periodic, temporary increases from time
to time to facilitate the Debtors' large reseller transactions.
Under the SIA and GMPA, fees for late payment of Cisco invoices
will be modified.  Cisco's limited indemnification obligations
for third party claims against the Debtors will also explicitly
include claims by their customers. (Worldcom Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


* FTI Consulting Completes Sale of SEA Practice Group
-----------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier national provider of
turnaround, bankruptcy and litigation-related consulting services,
has completed the sale of its SEA practice group to SEA's senior
management. The sale of SEA completes the disposition of FTI's
former Applied Sciences group, the results of which have been
presented as discontinued operations in FTI's financial
statements.

FTI received cash of $10.0 million, which was used to reduce the
outstanding balance under FTI's existing term loan, and a
promissory note from the buyer in the amount of $6.0 million, to
be paid over seven years, with interest payable monthly at 9.0
percent per annum and principal payable monthly beginning in the
fourth year. As previously announced, FTI reduced the carrying
value of the SEA assets by $3.0 million and recorded an additional
$4.0 million loss on the sale, consisting of $3.4 million in
expected income taxes and $600,000 in other transaction-related
costs, in its financial results for the second quarter of 2003.

FTI Consulting is a multi-disciplined consulting firm with leading
practices in the areas of turnaround, bankruptcy and litigation-
related consulting services. Modern corporations, as well as those
who advise and invest in them, face growing challenges on every
front. From a proliferation of "bet-the-company" litigation to
increasingly complicated relationships with lenders and investors
in an ever-changing global economy, U.S. companies are turning
more and more to outside experts and consultants to meet these
complex issues. FTI is dedicated to helping corporations, their
advisors, lawyers, lenders and investors meet these challenges by
providing a broad array of the highest quality professional
practices from a single source.


* Huron Consulting Brings-In Terry Lloyd as Managing Director
-------------------------------------------------------------
Huron Consulting Group announced that Terry Lloyd, a leading
expert in both financial valuation and economic damage issues, has
joined the company as a managing director in the Valuation
Services practice. Based in Huron's San Francisco office, Lloyd
will provide leadership to the national team of testifying
experts.

"The depth of Terry's experience in delivering independent
reports, and backing them up with expert testimony, is extensive,"
said Ed Murray, chief operating officer, Huron's Valuation
Services practice. "In today's environment, all opinions of value
- litigation, transactions, tax, bankruptcy or compliance matters
- are being strongly contested. Terry's effectiveness in each of
these areas, combined with his knowledge of the dispute resolution
process, makes him a valuable client resource."

Prior to joining Huron, Lloyd was a partner with BDO Seidman,
leading their West Coast valuation practice. His experience
includes valuation testimony in federal and state trial courts,
federal bankruptcy courts, federal tax courts, civil hearings, and
arbitration forums, such as the American Arbitration Association,
National Association of Securities Dealers and the International
Court of Arbitration. Lloyd has decided over 30 matters as an
arbitrator or court-appointed neutral. He also has extensive
experience in accounting; previously practicing in the New York
office of Ernst & Young.

Lloyd speaks regularly to a wide variety of legal and financial
groups, as well as state bar and Certified Public Accounting (CPA)
societies, and major universities. He has published numerous
articles in leading legal and financial publications. Lloyd holds
a Bachelor of Arts in Accounting and a Masters of Business
Administrations in Finance from the University of Utah. He is a
CPA and a CFA charterholder.

Huron Consulting Group is a 475-person business consulting
organization created on the belief that our people are our
greatest asset and that our clients deserve the very best in terms
of effort, care, and intellectual capacity - focused on results.

Huron Consulting Group provides valuation, corporate finance,
restructuring, and turnaround services to companies and lenders.
It performs financial investigations, litigation analysis, expert
testimony and forensic accounting for attorneys. Huron provides
strategic planning, operational consulting, strategic sourcing,
and organizational and technology assessments in a variety of
industries including manufacturing, healthcare and pharmaceutical,
higher education, law firm and corporate law departments,
transportation, and energy.

Huron Consulting Group operates nationwide with offices in Boston,
Charlotte, Chicago, Houston, Miami, New York, San Francisco and
Washington, D.C. Learn more at www.huronconsultinggroup.com


* Rogers Townsend Named Fannie Mae and Freddie Mac Counsel
----------------------------------------------------------
Rogers Townsend & Thomas, P.C., a Columbia-based law firm
specializing in default services, real estate, and litigation, is
named Fannie Mae and Freddie Mac Designated Counsel in South
Carolina. Rogers Townsend & Thomas is the only firm in the state
selected to represent both Freddie Mac and Fannie Mae in
foreclosure and related proceedings in SC. Rogers Townsend &
Thomas was selected out of numerous law firms vying to be one of
two permissible law firms in the state. The firm completed a
comprehensive application based on very strict criteria and
responded to an extensive interview process.

As the nation's largest source of residential mortgage funds,
Fannie Mae (NYSE: FNM) is a Fortune 20 company with approximately
$55 billion in revenues generated by nearly 4,500 employees. It is
a congressionally chartered and shareholder-owned company (NYSE:
FNM) that provides liquidity in the mortgage market by purchasing
mortgage loans from lenders, thereby replenishing their funds for
additional lending.

Freddie Mac is a stockholder-owned corporation chartered by
Congress in 1970 to create a continuous flow of funds to mortgages
from lenders. The corporation packages them into securities that
are sold to investors. Since 1970, it has financed homes for
nearly 30 million families -- equal to one of every six homes in
America.

"Our firm is pleased to be a partner in both Freddie Mac & Fannie
Mae's designated attorney programs," said Sam Waters, Chairman of
Rogers Townsend & Thomas and Head of the Default Services Section.
"Over the course of several months, we have implemented and
upgraded many technology programs to enable our firm to be highly
competitive with our business processes as well as advance our
overall performance for our mortgage industry clients."

Headquartered in Columbia, SC, the law firm represents the
interests of corporate and institutional clients throughout the
country, including major manufacturers, insurance carriers,
construction companies, real estate developers, mortgage lenders,
banks, etc. Founded in 1990, the attorneys have a combination of
50+ years experience in the industry. Rogers Townsend & Thomas
focus on the following primary areas of practice: Foreclosure,
Creditor Bankruptcy, Evictions, REO Closings, Lender Liability,
Business, Banking, Real Estate (all areas), Construction &
Products Liability, Insurance Defense, Litigation in all State and
Federal Courts, Collections, Labor, and Probate. For more
information, visit http://www.rtt-law.com


* Wells Fargo & Company Acquires Trumbull Associates LLC
--------------------------------------------------------
Wells Fargo & Company (NYSE: WFC) acquired Trumbull Associates
LLC, a subsidiary of The Hartford Financial Services Group (NYSE:
HIG).

Trumbull Associates -- as part of Wells Fargo now called the
Trumbull Group LLC -- assists debtors in the management of the
Chapter 11 bankruptcy process. The company is based in Windsor,
Conn., and will join Wells Fargo's Corporate Trust Services'
Customized Fiduciary Services division serving companies in
bankruptcy and firms involved in class-action lawsuits.

"The Trumbull Associates team is pleased to be joining a company
that is a great match with our business model, client base and
culture," said Lorenzo Mendizabal, president of the Trumbull
Group.

"The addition of Trumbull Group solidifies Wells Fargo's long-term
commitment to providing services to the restructuring
marketplace," said Lon LeClair, head of Wells Fargo's Customized
Fiduciary Services. "Our combined strengths and resources will
create a unique mix of experience, expertise, technology and
support services that we believe are unmatched by any other
provider in the market."

"In just a few years The Hartford's bankruptcy services unit has
attained a national leadership position in the Chapter 11 market,
generating strong growth and profitability," said Michael Dury, a
senior vice president of The Hartford's property-casualty
operations. "Still, the subsidiary represents a small share of our
overall business and serves markets and distribution channels that
are different from our core insurance businesses."

Team members from both companies are working on transition teams
to combine the two organizations into a single group that can
serve a wide range of customers nationwide.

Wells Fargo is a $370 billion diversified financial services
company providing banking, insurance, investments, mortgage and
consumer finance through more than 5,800 stores, the internet --
http://www.wellsfargo.com-- and other distribution channels  
across North America and elsewhere internationally.

The Hartford is one of the nation's largest investment and
insurance companies with 2002 revenues of $16.4 billion. As of
June 30, 2003, The Hartford had total assets of $207.8 billion and
stockholders' equity of $11.5 billion. The company is a leading
provider of investment products, life insurance and group
benefits; automobile and homeowners products; and business
property-casualty insurance. The Hartford's internet address is
http://www.thehartford.com  


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***