TCR_Public/030905.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 5, 2003, Vol. 7, No. 176   

                          Headlines

ABN AMRO: Fitch Puts B Class B-4 Note Rating on Watch Negative
AMERCO: Wants Court Go-Signal to Initiate Rule 2004 Examination
AMERICA WEST: Taps KPMG LLP to Replace PricewaterhouseCoopers
AMERICAN SOUTHWEST: Fitch Keeps Watch on Class B-4 Note Rating
AMES DEPT.: Gets Nod to Cease 2003 Life Insurance Plan Payments

ARMOR HOLDINGS: Swaps $150M 8.25% Sr Sub Notes to Floating Rates
ARMSTRONG: AWI Settles Global Asbestos Property Damage Claims
AT&T LATIN AMERICA: Seeks Nod for Embratel Purchase Agreement
AT&T LATIN AMERICA: Embratel to Acquire Units in Five Countries
AVON PRODUCTS: Reaffirms Q3 and Full-Year Earnings Outlook

BEAR STEARNS: S&P Lowers & Affirms Series 2000-WF1 Note Ratings
BUCKEYE TECH: S&P Rates $200-Mill. Senior Unsecured Notes at B+
BUDGET GROUP: Committee Appointed as Estate Representative
CANNON EXPRESS: John Pacheco Names New Chief Executive Officer
CAPSTEAD: Fitch Ups 2 BB/B Series 1997-NAMC 3 Note Class Rating

CAREMARK: S&P Keeps Watch over Planned Acquisition of AdvancePCS
CHART INDUSTRIES: Delaware Court Confirms Plan of Reorganization
CHARTER: Selling Certain Assets to Atlantic Broadband for $765MM
COGENTRIX ENERGY: Lenders Agree to Forbear Until September 30
COOK AND SONS: Seeks Court Nod to Hire Bunch & Brock as Counsel

COVANTA ENERGY: Wants Go-Signal to Pursue Intercompany Transfers
CROWN CASTLE: Proposes Amendments to $1.2-Bill. Credit Facility
CSK AUTO CORP: Second Quarter 2003 Results Reflect Strong Growth
DAISYTEK INC: EMJ Obtains Court Approval to Buy Daisytek Canada
DLJ COMM'L: Fitch Affirms 4 Note Class Ratings at Low-B Levels

DVI INC: Bringing-In Adelman Lavine as Bankruptcy Attorneys
EXIDE TECH.: Receives Court Approval of Disclosure Statement
FACTORY 2-U STORES: August 2003 Sales Tumble 6.6% to $46 Million
FAIRCHILD SEMICON.: Expects Q3 Revenues to be Lower by Up to 6%
FALCON PRODUCTS: Red Ink Flows in Fiscal 2003 Third Quarter

FISHER SCIENTIFIC: Acquires 93.6% of Perbio Science AB
FIVE STAR RESTAURANTS: Case Summary & 20 Unsecured Creditors
GENSCI REGENERATION: June 30 Net Capital Deficit Narrows to $16M
GENUITY INC: Reports Liquidation Plan's Treatment of BBN Bonds
GLOBAL CROSSING: Laying Off 70 Employees at Colorado Office

GMB CONSULTING: Case Summary & 6 Largest Unsecured Creditors
GOAMERICA INC: Falls Below Nasdaq Continued Listing Standards
GREYHOUND LINES: S&P Ups and Removes Junk Ratings from Watch
GUESS? INC: August Retail Sales Climb 22.2% to $41 Million
HAZELMERE GREENHOUSES: Repays All Debts Owed to Former Bank

HEADLANDS MORTGAGE: Fitch Takes Rating Actions on 5 Securities
HECLA MINING: Applauds Court Ruling in Coeur D'Alene Basin Trial
IMMTECH INTERNATIONAL: Issuing 3.7M Shares via Public Offering
IMP INC: Hires Stonefield Josephson as New Independent Auditors
INNSUITES HOSPITALITY: Fully Retires Bank Line of Credit Debt

ISLE OF CAPRI: Names Jose Oakley GM of Natchez, Miss. Property
JONES LEGACY 3: Voluntary Chapter 11 Case Summary
KB HOME: Report Preliminary Third Quarter 2003 Net Orders
KEYSTONE CONSOLIDATED: Annual Shareholders' Meeting on October 2
LENNAR CORP: Posts 22% Increase in Q3 2003 New Home Orders

LOUIS FREY: Wants to Hire Feder Kaszovitz as Bankruptcy Counsel
LTV CORP: Court Approves $29MM Environmental Claims Settlement
LTV CORP: Copperweld Wins Nod to Hire WCSR as Exit Loan Counsel
MAGNESIUM CORP: Lee Buchwald Says Convert to Chapter 7 Liquidation
MATLACK SYSTEMS: Ch. 7 Trustee Hires Cross as Conflicts Counsel

MCMS: Committee Retains Parente Randolph as Special Accountants
MOODY'S CORP: Will Present at Morgan Stanley Conference on Mon.
MORGAN STANLEY: Fitch Affirms 6 Low-B and 1 Junk Note Ratings
MOTOR COACH: Market Concerns Prompts S&P's Negative Watch
NAT'L MANAGEMENT: Hires Radin Glass as New Independent Auditors

NET2000 COMM: Ch. 7 Trustee Taps Parente Randolph as Accountants
NISTAR: Fitch Affirms BB Rating on Series 1998-2 Class B-5 Notes
NORTEL NETWORKS: Responds to Below-Market 'Mini-Tender' Offer
NORTEL NETWORKS: Board Declares Preferred Share Dividends
NORTEL NETWORKS: Wins Multi-Year $1BB Verizon Wireless Contract

NORTHWEST AIRLINES: Flies 6.7B Revenue Passenger Miles in August
NUENERGY GROUP: Pursuing Various Alternative Funding Sources
OPRYLAND HOTEL: Fitch Affirms 2001-OPRY Class E Rating at BB
PACIFIC SHORES: S&P Affirms Two BB- Preferred Share Ratings
PG&E CORP: Moving Towards Increased Financial Performance

PG&E NATIONAL: Hires Lazard Freres to Render Financial Advice
PHILIP SERVICES: Sells RMF and Delta Union Businesses to Nooter
PILLOWTEX CORP: Continuing Use of Existing Bank Accounts
QWEST COMMS: Red Ink Continued to Flow in Second Quarter 2003
REEVES COUNTY TX COPS: Fitch Hatchets Certificate Rating to BB

REMINGTON ARMS: S&P Revises Outlook on Low-B Rating to Negative
REVLON INC: Elects Alan S. Bernikow to Board of Directors
RYLAND GROUP: Will Publish Third Quarter Results on October 21
SHILOH INDUSTRIES: 3rd Quarter Results Enter Positive Territory
SKTF ENTERPRISES: Hires Bennett Thrasher PC as New Accountants

SPIEGEL GROUP: Taps Great American as Liquidation Consultant
SSP SOLUTIONS: Terminates Lease Agreement with Research Venture
SUPERIOR TELECOM: Delaware Court Approves Disclosure Statement
TEREX CORPORATION: Acquires Controlling Interest in Tatra a.s.
TWINLAB CORP: Files for Bankruptcy Protection in S.D. New York

TWINLAB CORP: Case Summary & 17 Largest Unsecured Creditors
UNIFAB INT'L: Regains Compliance with Nasdaq Listing Guidelines
US AIRWAYS: August 2003 Revenue Passenger Miles Tumble 5.7%
US AIRWAYS: Resolves Claims Dispute with CIBC Aviation Inc.
US FLOW: Seeks Approval for $5 Million DIP Financing Facility

WEIRTON STEEL: Court Approves KPMG Engagement as Accountants
WESTPOINT STEVENS: Court Fixes De Minimis Asset Sale Procedures
WORLD AIRWAYS: Flight Attendants Ratify Labor Contract Proposal
WORLD HEART: Negotiating Further Extension of Loan Maturities
WORLDCOM INC: Bondholders Appeal Court's SEC Settlement Order

* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust

                          *********

ABN AMRO: Fitch Puts B Class B-4 Note Rating on Watch Negative
--------------------------------------------------------------
Fitch Ratings has upgraded eight classes, affirmed two classes,
and placed two classes on Rating Watch Negative of ABN AMRO
Mortgage Corporation residential mortgage-backed certificates, as
follows:

ABN AMRO, mortgage pass-through certificates, series 1999-1

        -- Class A affirmed at 'AAA';
        -- Class M upgraded to 'AAA' from 'AA+';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AA' from 'A+';
        -- Class B-3 upgraded to 'BBB+' from 'BBB-';
        -- Class B-4, rated 'B', is placed on Rating Watch
           Negative.

ABN AMRO (AMAC), mortgage pass-through certificates, series 1999-5

        -- Class A affirmed at 'AAA';
        -- Class M upgraded to 'AAA' from 'AA+';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AA' from 'A';
        -- Class B-3 upgraded to 'BBB-' from 'BB+';
        -- Class B-4, rated 'B', is placed on Rating Watch
           Negative.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.

The rating actions on both B-4 classes are due to the level of
losses incurred to date and the current high delinquencies
relative to the applicable credit support levels as of the July
2003 distribution date.


AMERCO: Wants Court Go-Signal to Initiate Rule 2004 Examination
---------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the AMERCO Debtors sought and obtained the Court's
authority to:

   (a) examine Michael Fleming on September 11, 2003 and
       produce necessary related documents by September 9, 2003;

   (b) examine the persons from Heartland Advisors, Inc. who
       are most knowledgeable with regard to the areas of
       inquiry on September 8, 2003 and for Heartland to produce
       necessary related documents by September 5, 2003; and

   (c) examine the persons from Summit Capital Management, LLC
       who are most knowledgeable with regard to the areas of
       inquiry on September 10, 2003 and for Summit to produce
       necessary related documents by September 9, 2003.

The examination and the requested documents will be with regard
to these matters:

   1. Any equity interest in Amerco held as of December 31,
      2002 or held at the end of each month of 2003;

   2. Any interest in any debt Amerco owed or related entities
      to you or any company in which you hold any interest;

   3. Service on, representation of, or professional services
      rendered to any Equity Security Holders' Committee,
      Unsecured Creditors' Committee or any Court-approved
      position in any Chapter 11 proceeding during the last
      seven years;

   4. Communications with the U.S. Trustee, including the office
      of the U.S. Trustee in Reno, Nevada and other offices of
      the U.S. Trustee or members of the U.S. Trustee's staff
      in the 9th Circuit, concerning the Amerco Chapter 11
      proceeding, U-Haul or AREC during the period June 20,
      2003 to the date of the examination;

   5. Communications between June 20, 2003 and the date of the
      examination with any party concerning other equity
      security holders or representation of the willingness to
      serve on an Equity Security Holders' Committee;

   6. Any business dealings with or legal counsel sought from or
      offered by either Michael M. Fleming, Esq., or Lane Powell
      Spears Lubersky LLP, or any member thereof, including
      discussions concerning these Chapter 11 proceedings;

   7. Claims brought by or on behalf of shareholders asserting
      claims or professional negligence against you or setting
      forth investors' dissatisfaction with you;

   8. Investigations, whether public or non-public, by
      regulatory agencies, including inquiries or complaints
      from federal or sate regulators, including any Attorney
      General of any state in the United States;

   9. Analyst information or recommendations made to buy or sell
      Amerco stock during the period January 1, 2003 to the
      present;

  10. Any involvement by PricewaterhouseCoopers LLP with you or
      any fund in which you serve as an advisor; and

  11. Business dealings with Paulson Capital Corporation,
      Paulson Investment Company or Fleming Investment
      Corporation and any investments made by, on behalf of,
      with, or for any individual whose last name is "Shoen"
      including any business dealings with, representations of,
      or advice provided to any person whose last name is
     "Shoen."

The examination will be held at:

   (a) for Mr. Fleming and Summit, the offices of Perkins Coie,
       LLP at 1201 Third Avenue, Suite 4800 in Seattle,
       Washington or other place as is convenient to all
       parties; and

   (b) for Heartland, the offices of Hale and Wagner at 205 East
       Wisconsin Avenue, Suite 300 in Milwaukee, Wisconsin.
       (AMERCO Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


AMERICA WEST: Taps KPMG LLP to Replace PricewaterhouseCoopers
-------------------------------------------------------------
PricewaterhouseCoopers LLP served as the independent auditors for
America West Holdings Corporation and America West Airlines, Inc.
for the fiscal years ended December 31, 2002 and 2001.

On August 21, 2003, the Company dismissed PwC as its independent
auditors. The Company appointed KPMG LLP as its independent
auditors on August 21, 2003. The decision to change independent
auditors was approved by the Company's Audit Committee.

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/-).

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 SOUTHWEST: Fitch Keeps Watch on Class B-4 Note Rating
--------------------------------------------------------------
Fitch Ratings upgrades American Southwest Financial Securities
Corp.'s commercial mortgage pass-through certificates, series
1995-C1, as follows:

        -- $13.1 million class B-3 to 'BBB' from 'BB+'.

The following certificate remains on Rating Watch Negative:

        -- $11.7 million class B-4 'B'.

Fitch does not rate the $5.6 million class C certificates. The
rating actions follow Fitch's annual review of this transaction,
which closed in July 1995.

The Rating Watch Negative status of class B-4 is attributed to the
concerns with interest shortfalls and high percentage of specially
serviced loans (56%). Class B-4 suffers from interest shortfalls
due to the disposition of Pierson Apartments, which resulted in
over 100% loss. The interest shortfalls are being repaid, but a
full recovery date is unknown. Class B-4 has limited credit
enhancement. Therefore, losses on the specially serviced loans
greater than anticipated could prompt a downgrade.

There are currently four specially serviced loans (56%). Three
loans (45%) are secured by three retail properties with a related
borrower. Two of the properties have vacant anchors and one
remains 100% occupied. The special servicer, Lennar Partners, is
working with the borrower on a forbearance agreement to bring the
performing loan current and either foreclose or allow a discounted
payoff of the other two loans. The fourth specially serviced loan
(11%) has an owner-operator, Lodgian Inc., which recently emerged
from bankruptcy. Lennar is working with Lodgian Inc. to bring the
outstanding fees current.

The upgrade is primarily the result of increased subordination
levels due to loan payoffs and amortization. As of the August 2003
distribution date, the pool's collateral balance has been reduced
by 90%, to $30.4 million from $293 million at issuance.

Midland Loan Services, Inc., the master servicer, collected year-
end 2002 operating statements for 44% of the outstanding pool
balance. Based on the information provided the resulting YE 2002
weighted average debt service coverage ratio is 1.43 times,
compared to 1.40x at YE 2001 for the same loans.

Fitch will continue to monitor this transaction for developments
on the four specially serviced loans and will revisit the class B-
4 rating as more information is made available.


AMES DEPT.: Gets Nod to Cease 2003 Life Insurance Plan Payments
---------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates obtained
the Court's authority to cease paying its 2003 Insurance Premium
under the Life Insurance Plan.  

                         Backgrounder

In 1985, Ames Department Stores, Inc., and its debtor-affiliates
acquired GC Murphy Company, including its obligations under a
group life insurance plan for its retirees. The Life Insurance
Plan, which originated in 1918, provides for modest death benefits
for the Murphy Retirees and provides that the Debtors can
unilaterally modify or terminate the Life Insurance Plan at any
time.   From time to time, summary plan descriptions were provided
to Murphy Retirees covered under the Life Insurance Plan.  Each
SPD disclosed that the Life Insurance Plan is subject to
unilateral termination.  For example, in 1972, the SPD distributed
to Murphy Retirees provided that:

   "The Company reserves the right to terminate or modify or
   amend, in whole or in part, any or all of the provisions of   
   the Free Group Life Insurance Plan."

In 1977 and 1987, the SPD distributed to Murphy Retirees provided
that:

   "Plan Termination: The right is reserved in the Plan for
   [Murphy] to terminate, suspend, withdraw, amend or modify the
   Plan in whole or in part at any time, subject to the
   applicable provisions of the group insurance policy."

After the acquisition of GC Murphy, the Debtors continued to
satisfy the then existing premium obligations under the Life
Insurance Plan.  Throughout their first Chapter 11 cases starting
in 1990, the Debtors continued to make premium payments pursuant
to the Life Insurance Plan and, when they emerged in 1992, the
Life Insurance Plan remained in place.  

On July 1, 1995, the Debtors purchased an annuity from the
Metropolitan Life Insurance Company to provide for payments of
the outstanding premiums then due under the Life Insurance Plan.  
Under the Met Life Plan, the Debtors are required to make ten
annual premium payments, six of which have already been made.  
The seventh payment was due on July 7, 2003 amounting to
$313,747.  Pursuant to the Met Life Plan, the Debtors have a 31-
day grace period for the payment of any premium.

As of July 17, 2003, there were 1,381 Murphy Retirees covered by
the Life Insurance Plan.  Assuming the Life Insurance Plan
continues uninterrupted:

   -- 1,195 individuals will receive a life insurance benefit of
      $1,000;

   -- 71 individuals will receive benefits ranging from $1,200 to
      $6,000;

   -- 111 individuals will receive a benefit of $7,250;

   -- two individuals will receive a benefit of $8,500;

   -- one individual will receive a benefit of $9,000; and

   -- one individual will receive a benefit of $20,000.

If all premiums are paid, the total amount of benefits to be paid
under the Life Insurance Plan is $2,357,800.  Based on payments
and costs to date, if the Debtors determine not to pay the 2003
Premium, the Debtors believe that the Murphy Retirees will
receive 38% of the face amount of their life insurance benefits
under the Life Insurance Policy. (AMES Bankruptcy News, Issue No.
42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARMOR HOLDINGS: Swaps $150M 8.25% Sr Sub Notes to Floating Rates
----------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), completed a series of interest
rate swaps on its $150,000,000 8.25% senior subordinated notes.  
The interest rate swaps convert the 8.25% fixed coupon on the
recently issued $150,000,000 senior subordinated notes due 2013 to
a variable rate equal to six-month LIBOR, set in arrears, plus a
spread ranging from 2.735% to 2.75%.  The agreement is subject to
other terms and conditions common to transactions of this type.

"At current rates, the floating rate would lower our 2004 interest
expense by approximately $6.4 million or $0.14 per share," said
Robert R. Schiller, Chief Operating Officer and CFO of Armor
Holdings, Inc.  "Our effective interest rate on the senior
subordinated notes, however, could exceed the fixed rate if six-
month LIBOR rises above 5.5%."

Armor Holdings (S&P, BB Corporate Credit Rating, Stable), 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.


ARMSTRONG: AWI Settles Global Asbestos Property Damage Claims
-------------------------------------------------------------
Armstrong World Industries, Inc., has settled the multiple
controversies with the holders of the remaining 79 asbestos
property damage claims, ending a contest that has permeated every
aspect of AWI's Chapter 11 case.

                        The Start of It All

Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, recounts that on January 27, 1983, Los
Angeles Unified School District, one of the asbestos-related
property damage claimants, commenced an action in the California
State Superior Court styled "LAUSD v. Owens-Corning Fiberglas
Corp. et al." in which LAUSD asserted four causes of action based
on alleged property damage caused by alleged asbestos-containing
products present in LAUSD buildings or other structures that AWI
and numerous other defendants allegedly installed, manufactured,
sold, supplied, produced, distributed, released, or marketed.  
LAUSD's complaint claimed damages against AWI and the other
defendants -- including punitive damages -- totaling several
hundred million dollars.

On July 20, 1987, the New York Telephone Company now known as
Verizon New York, Inc., a claimant, commenced an action in the New
York State Supreme Court styled "New York Telephone Co. v. Aaer
Sprayed Insulations, Inc, et al.," stating multiple causes of
action based on alleged property damage caused by alleged
asbestos-containing products present in Verizon's buildings or
other structures that AWI and numerous other defendants allegedly
installed, manufactured, sold, supplied, produced, distributed,
released, or marketed.

On February 17, 1998, the State of Illinois and other plaintiffs,
all Claimants, commenced an action in an Illinois State Circuit
Court styled "People of the State of Illinois v. United States
Gypsum Co., et al.," stating causes of action based on alleged
property damage caused by alleged asbestos-containing products
present in Illinois buildings or other structures that AWI and
numerous other defendants allegedly installed, manufactured, sold,
supplied, produced, distributed, released, or marketed.

Ms. Booth relates the lengthy history of litigation by the various
asbestos PD claimants, separately and as an attempted class,
including pending appeals and a motion for leave to bring an
appeal of various judicial holdings in the AWI case, the
settlement approved in April between AWI and those PD Claimants
who were represented by the law firms of Speights & Runyan and
Dies, Hendersen & Corona, under which AWI agreed to pay $2,000,000
in cash to some of the PD Claimants, and the failure or refusal of
a majority of the remaining PD Claimants to comply with the
Product ID Order.  Peripherally, the disputes also include a
contested fee application by Reich & Binstock for fees and
expenses for the period from June 1, 2002 through September 30,
2002, pending since January 2003.  Ms. Booth also reminds the
Court of the ongoing battles with Liberty Mutual Insurance Company
over coverage for these PD Claims.

                      The Settlement Agreement

AWI continues to dispute the validity of the Settled Claims and
continues to assert that none of the Claimants can establish that
the buildings or structures listed in their Proofs of Claim both
contain or did contain AWI's products, or that those products
caused contamination giving rise to a viable claim for property
damage.  Moreover, AWI believes that it has other defenses under
applicable state law to these Settled Claims.  Nonetheless, at the
Court's suggestion, AWI and the remaining PD Claimants entered
into negotiations in an effort to resolve consensually the Proofs
of Claim and all other disputes between the parties relating to
those claims to avoid the complexities associated with litigating
the merits of these now Settled Claims, as well as confirming a
plan that provides adequate treatment for any claims that remained
disputed as of confirmation.

As a result of the parties' negotiations, AWI and the Claimants
agreed to the terms of a Settlement Agreement, which is intended
to be a final resolution of all disputes, actions, proceedings,
and matters pending between them.

The Settlement Agreement disposes of all remaining PD Claims,
including the Proofs of Claim, the claims asserted by the
remaining PD Claimants in connection with or arising out of the
Class Certification Proceeding and any appeals related thereto,
the Daubert Appeal, the Asbestos PD Committee Recusal Appeal, the
Reich & Binstock Fee Application, claims asserted against AWI in
the California Litigation, the Illinois Litigation, and the New
York Litigation and any and all other claims that could have been
or may be asserted by any of the Claimants against AWI for
property damage.

                     Terms of the Settlement

   (1) AWI agrees to pay $6,975,000 in cash by check or
       by wire transfer to the Claimants as set forth in the
       Settlement Agreement in exchange for full and final
       satisfaction, discharge, settlement and compromise,
       and release of the Settled Claims and all of the
       related claims, and any other asbestos-related
       property damage claims that could have been or may be
       asserted by Claimants.  This payment will be made
       within ten days after the later of:

       (x) entry of a final non-appealable order
           approving the Settlement Agreement; and

       (y) execution by the holders of the Celotex Claims
           of a settlement agreement relating to the
           settlement of the Celotex Claims.

   (2) Upon AWI's payment of the Settlement Amount, the
       Settled Claims, including the Proofs of Claim, will
       be deemed immediately withdrawn in their entirety.

   (3) Upon entry of a final non-appealable order of the
       Court approving the terms of the Settlement Agreement,
       Claimants will waive their right to vote on, or
       object to confirmation of, AWI's Plan.

   (4) After AWI pays the Settlement Amount in accordance
       with the Settlement Agreement, Claimants and any
       other parties seeking to make claims against AWI on
       account of the Settled Claims or any other claims
       released pursuant to the Settlement Agreement will be
       forever barred from pursuing a claim against or
       seeking to recover damages from AWI or any of AWI's
       insurers or under any of the insurance policies
       issued to AWI with respect to the Settled Claims.
       The Settlement Agreement, however, does not modify or
       release any claims or rights AWI may have against the
       insurers or under insurance policies issued to or on
       behalf of AWI.  Specifically, AWI believes that the
       Settlement Amount is fully covered by insurance, and
       AWI will seek to have the settlement amount satisfied
       exclusively from proceeds of AWI's insurance.

   (5) By the terms of the Settlement Agreement, AWI agrees
       to seek Court approval of the Settlement Agreement.
       The Settlement Agreement will be null and void if the
       Court does not approve each of the terms and
       conditions of the settlement.

                    Settlement Should Be Approved

By this motion, AWI asks the Court to:

   -- approve the terms of the Settlement Agreement in
      all respects;

   -- authorize AWI to take any and all actions necessary
      to effectuate the Settlement Agreement; and

   -- authorize AWI to pay the settlement amount agreed to
      in the Speights & Dies Settlement Agreement
      simultaneously.

In determining whether a settlement is within the range of
reasonableness, the Court should consider four principal factors:

   (1) the probability, of success in the litigation;

   (2) difficulties to be encountered in collection;

   (3) the complexity of the litigation and related expense
       and inconvenience; and

   (4) the overriding interests of creditors.

These factors seek to balance the probable benefit and potential
cost of pursuing a claim or defense against the costs of the
proposed settlement.  Ms. Booth argues that the Settlement
Agreement meets these factors easily.  The Settlement Agreement
resolves, on a consensual basis, all of the remaining asbestos-
related property damage claims still asserted against AWI for a
fraction of the claims' alleged value. Although AWI continues to
dispute the validity of the Settled Claims, the Settlement
Agreement provides a mechanism for resolving all of AWI's alleged
liability on account of asbestos property damage and avoids the
difficulties of having to make provisions for the treatment of
such claims in the Plan.

Moreover, the Settlement Agreement disposes of all the Proofs of
Claim, as well as all claims in connection with or arising out of
the Class Certification Proceeding and any related appeals, the
Daubert Appeal, the Asbestos PD Committee Recusal Appeal, the
Reich & Binstock Fee Application, and claims asserted against AWI
in the California Litigation, the Illinois Litigation, and the New
York Litigation.  AWI recognizes that the litigation required to
challenge and dispose of these claims and issues may take a
substantial amount of time and may subject AWI's estate to costs
in excess of the Settlement Amount in the process.  AWI believes
that the costs associated with defending these actions are not
justified when balanced against the Settlement Amount, especially
when there is no certainty or guaranty that the outcomes will be
in AWI's favor.

The Settlement Agreement is particularly beneficial to AWI's
estate because it disposes of the California Litigation, the New
York. Litigation, and the Illinois Litigation -- all multi-million
dollar actions that had been brought against AWI prior to the
Petition Date. Indeed, the California Litigation has been pending
against AWI for over 20 years.  The settlement of AWI's dispute
with the parties to these actions, as well as with other holders
of Settled Claims, will avoid the continuation of costly, fact-
intensive, time-consuming discovery and litigation, with no
certainty or guaranty that the Court ultimately would rule in
AWI's favor.  When the attendant costs and risks of litigation are
balanced against the probability of success, AWI believes, in the
exercise of its sound business judgment, that the Settlement
Agreement is in the best interests of AWI's estate and its
creditors and should therefore be approved.

Finally, pursuant to certain of AWI's insurance policies, AWI's
insurance carriers -- Travelers Indemnity Company and Travelers
Casualty and Surety Company and Liberty Mutual Insurance Company
-- will fund, in their entirety, the $6,975,000 Settlement Amount
provided for in the Settlement Agreement, as well as the
$2,000,000 settlement amount provided for in the Speights & Dies
Settlement Agreement.  Because the Insurers will be funding the
settlement amounts at the same time, AWI seeks the Court's
authority to pay the settlement amount agreed to under the
Speights & Dies Settlement Agreement simultaneously with the
payment of the Settlement Amount under the Settlement Agreement,
rather than waiting until the Initial Distribution Date under
AWI's Plan, as currently provided in the Speights & Dies
Settlement Agreement. (Armstrong Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


AT&T LATIN AMERICA: Seeks Nod for Embratel Purchase Agreement
-------------------------------------------------------------
AT&T Latin America Corp. (ATTL.PK) is entering the final stages of
restructuring.

On Tuesday, September 2, AT&T Latin America completed the next
step in the restructuring process by signing a Purchase Agreement
with Embratel Participacoes S.A. (NYSE: EMT), and filing the
appropriate motions with the U.S. Bankruptcy Court for the
Southern District of Florida. Under the agreement, Embratel shall
purchase all of the ATTL operating subsidiaries in Argentina,
Brazil, Chile, Colombia, and Peru.

While Embratel was selected by ATTL, the new owner will not be
finally determined until an auction process is complete and
approval is received from the U.S. Bankruptcy Court. ATTL expects
that a sales transaction would close within a couple of months
following entry of the final sale order by the Court.

Throughout the process, ATTL remains focused on meeting customer
commitments, and ensuring the operational and financial objectives
are met.

AT&T Latin America Corp., headquartered in Washington, D.C., is a
facilities-based provider of integrated business communications
services in five countries: Argentina, Brazil, Chile, Colombia and
Peru. The Company offers data, Internet, voice, video-conferencing
and e-business services.


AT&T LATIN AMERICA: Embratel to Acquire Units in Five Countries
---------------------------------------------------------------
Embratel Participacoes S.A. (NYSE: EMT) (BOVESPA: EBTP3, EBTP4)
(CNPJ n.o 02.558.124/0001-12), in compliance with provision in
Paragraph Four of Article 157 of Law Number 6.404/76, and
provision of CVM Instruction Number 358/02, informs its
shareholders and the general public that it has signed a Purchase
Agreement with AT&T Latin America Corp. to acquire its operating
subsidiaries in 5 countries (Argentina, Brasil, Chile, Colombia
and Peru).

The purpose of this acquisition is to expand Embratel's offerings
in the region. AT&T Latin America Corp. is undergoing a formal
bankruptcy process in the U.S. (Chapter 11) and is subject to
specific legal proceedings. The finalization of this potential
acquisition is dependent on the outcome of formal court procedures
and approvals. The completion of the process is expected to occur
in the near future, at a date to be established by the US courts.
Should Embratel be successful, further details of the transaction
will be disclosed.

The Company holds 98.8 percent of Empresa Brasileira de
Telecomunicacoes S.A.


AVON PRODUCTS: Reaffirms Q3 and Full-Year Earnings Outlook
----------------------------------------------------------
Avon Products, Inc. (NYSE: AVP) reaffirmed its earnings outlook
for the third quarter and full-year, and said that the company
remains on track for its fourth consecutive year of meeting or
exceeding its financial targets.

Avon said it expects earnings in the third quarter of 2003 to be
in the range of $.53-$.54 per share, which is consistent with the
guidance provided by the company on July 23.  The expected
earnings range for the quarter includes expenses of more than $6
million, or about one-and-a-half cents per share, relating to the
redemption of a convertible bond issue in July.

In the third quarter of 2002, Avon reported earnings of $.38 per
share, including a net charge of $36.3 million pretax ($25.2
million after-tax, or $.10 per share) relating to the company's
Business Transformation initiatives.

For the full-year 2003, Avon said that earnings are continuing to
track to the previously announced target of $2.60-$2.65 per share.

For the third quarter, the company said sales are expected to
increase approximately 12%, with dollar-denominated sales growing
at a slightly higher rate than local currency sales, which should
be up about 11%.  The overall sales growth is being driven by
healthy gains in sales of beauty products, along with expected
double-digit growth in the number of active Representatives and
mid-single-digit growth in units, up from the 2% unit gain in the
second quarter.

Operating profit in the third quarter is forecast to increase at a
double-digit rate versus the prior-year quarter's operating
profit, excluding the prior-year net charge.  Operating margin in
the current-year quarter is expected to be in line with the margin
in the comparable period a year ago, again excluding the net
charge, even after a substantial increase in strategic investments
in support of consumer growth initiatives, including the launch of
Mark, the company's new beauty brand for young women between the
ages of 16-24.  Avon said it expects that the third-quarter level
of strategic investment as a percent of net sales will be the
highest of any quarter this year.

Commenting on the outlook, Andrea Jung, Avon's chairman and chief
executive officer, said, "We're very pleased with how the third
quarter is shaping up, and we believe that this will be Avon's
strongest quarter of sales growth since the fourth quarter of
1994.  The U.S., our largest market, is returning to healthy mid-
single-digit sales growth, and we're also benefiting from
favorable currency tailwinds in key markets.

"Our third quarter expectations give us continuing confidence that
our strategies to accelerate top-line growth and generate the
expected benefits from Business Transformation are working," she
added.  "Assuming that foreign currencies remain at or near their
current levels, we are confident that Avon will achieve its full-
year earnings target of $2.60-$2.65 per share."

Avon said that in the U.S., sales in the third quarter should
resume growing at a solid mid-single-digit growth rate.  U.S.
operating profit is projected to be about level with the prior-
year period due mainly to the launch of Mark and higher year-over-
year pension expense.

The company said that Europe continues to generate exceptional
results, with third-quarter sales expected to be up in the range
of 25% in dollars and in the mid-to-high teens in local
currencies.  Operating profit in the region is forecast to be up
well over 50% in dollar terms, due largely to the accelerating
impact of Business Transformation.

In Asia, sales and operating profit in both dollars and local
currencies in the third quarter should be up in the mid-to-high
single digits, driven by the continuing recovery in Japan and the
return of the company's business in China to more normalized
growth rates following the second-quarter impact of SARS.

The company said that third-quarter sales in Latin America are
expected to increase in the low-to-mid teens in dollar terms and
in the mid-teens in local currencies, with strength in major
markets such as Mexico, Argentina, and Venezuela offsetting a
slower-than-expected recovery in Brazil.  Operating profit should
be up in the double digits, making this the region's second
consecutive quarter of double-digit growth in dollar-denominated
operating profit.

Avon -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $113 million -- is the
world's leading direct seller of beauty and related products, with
$6.2 billion in annual revenues.  Avon markets to women in 143
countries through 3.9 million independent sales Representatives.
Avon product lines include such recognizable brands as Avon Color,
Anew, Skin-So-Soft, Advance Techniques Hair Care, beComing, and
Avon Wellness.  Avon also markets anextensive line of fashion
jewelry and apparel.  More information about Avon and its products
can be found on the company's Web site http://www.avon.com


BEAR STEARNS: S&P Lowers & Affirms Series 2000-WF1 Note Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
J, K, and L of Bear Stearns Commercial Mortgage Securities Inc.'s
series 2000-WF1, and removed them from CreditWatch negative, where
they were placed Aug. 5, 2003. Concurrently, the ratings on G, H,
and I are lowered. At the same time, the ratings on eight other
classes are affirmed.

The lowered ratings reflect the delinquencies, specially serviced
current loans, and watchlist items that are currently outstanding.
As a result of the appraisal reductions and special servicing fees
taken to date, interest shortfalls are occurring in two rated
classes. The rated classes that are affected by interest
shortfalls are K and L. The rating on class L is lowered to 'D'
from 'B-', as interest shortfalls are expected to continue,
without any near-term recovery expected. At this time, class K
does not appear to be permanently impaired.

The servicer, Wells Fargo Commercial Mortgage Servicing has a
total of approximately $95 million (11% of the pool's principal
balance) on its watchlist, with several of the loans experiencing
significant operating shortfalls. There are also two current
specially serviced cross-defaulted and cross-collateralized loans
($7.57 million, .90%), each secured by a retail property that had
a Kmart store as its anchor at securitization. At one location,
the Kmart store has closed.

The delinquent loans (all 90-plus days) are primarily responsible
for the lowered ratings and include:

     -- ISIS Theatre ($5.36 million, .63%). This loan is secured
        by a five-screen movie theater located in Aspen, Colo.
        After the bankruptcy of the original tenant, Resort
        Theatres of America Inc., the theater was re-leased to
        Rocky Mountain Resort Cinemas in May 2002 at a monthly
        rental rate lower than the debt service payment. A
        forbearance agreement has been approved and is being
        finalized by the special servicer, GMAC Commercial
        Mortgage Corp., providing for reduced payments. A March
        2003 appraisal valued the property at $2.5 million. An
        appraisal reduction was taken for $3.21 million.

     -- Furr's Supermarket ($3.87 million, .46%). The collateral
        is a 55,684-square-foot free-standing grocery store in
        Farmington, N.M. Following the bankruptcy of the sole
        tenant, Furr's Supermarket, a forbearance agreement was
        entered into. Unable to find a replacement tenant, the
        borrower recently notified the special servicer that it
        would have to give back the property. The special servicer
        is in the process of preparing a deed-in-lieu of
        foreclosure to acquire the property. An April 2003
        appraisal estimated an as-is value of $1.54 million. An
        appraisal reduction of $2.72 million has been taken.
        
     -- 1931 Old Middlefield Way ($3.08 million, .36%). The loan
        consists of a 31,635-square-foot industrial warehouse
        property located in Mt. View, California, which is in the
        heart of the Silicon Valley. The local market is very
        competitive for this type of space, and rents have fallen
        precipitously over the past few years. After the loss of a
        large tenant in early 2003, occupancy at the property
        declined to 38%. The property was appraised in May 2003 at
        $1.98 million.

At issuance, the principal balance of the pool was $888.2 million.
The principal balance is currently $848.1 million. The top 10
loans account for 32% of the pool's total principal balance and
have a current debt service coverage of 2.00x. The DSC for the
pool collateral is 1.84x, compared to 1.54x at issuance. The
property concentrations that exceed 10% of total principal balance
include office (25%), retail (22%), multifamily (15%), and
industrial (13%). California and Texas have the largest state
concentration at 35% and 10%, respectively, of total principal
balance.

Based on discussions with the servicer and special servicer,
Standard & Poor's stressed various loans in the mortgage pool as
part of its analysis. The expected losses and resultant
subordination levels adequately support the lowered and affirmed
ratings.
   
                RATINGS LOWERED AND OFF CREDITWATCH
   
        Bear Stearns Commercial Mortgage Securities Inc.
       Commercial mortgage pass-thru certs series 2000-WF1
   
                 Rating
        Class   To     From          Credit Support
        J       B      B+/Watch Neg           2.49%
        K       CCC    B/Watch Neg            1.44%
        L       D      B-/Watch Neg           1.05%
   
                         RATINGS LOWERED
   
        Bear Stearns Commercial Mortgage Securities Inc.
       Commercial mortgage pass-thru certs series 2000-WF1
   
                Rating
        Class   To     From          Credit Support
        G       BB     BB+                    5.50%
        H       BB-    BB                     3.93%
        I       B+     BB-                    3.14
    
                       RATINGS AFFIRMED
   
        Bear Stearns Commercial Mortgage Securities Inc.
       Commercial mortgage pass-thru certs series 2000-WF1
   
        Class     Rating      Credit Support
        A-1       AAA                  20.4%
        A-2       AAA                  20.4%
        B         AA                   16.7%
        C         A                    12.5%
        D         A-                   11.5%
        E         BBB                   8.4%
        F         BBB-                  7.3%
        X         AAA                    N/A


BUCKEYE TECH: S&P Rates $200-Mill. Senior Unsecured Notes at B+
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to
specialty pulp producer Buckeye Technologies Inc.'s $200 million
senior unsecured notes due 2013.

At the same time, Standard & Poor's affirmed all the ratings,
including its 'BB-' corporate credit rating. The outlook is
stable. Buckeye, based in Memphis, Tenn., had $664 million in debt
at fiscal year-end June 30, 2003.

Proceeds from the issue are to be used to redeem the company's
$150 million 8.5% subordinated notes due 2005 and to repay a
portion of its existing bank debt. The new notes are rated one
notch below the corporate credit rating because of the meaningful
amount of senior secured debt that ranks ahead of senior unsecured
creditors in the event of bankruptcy.

"The ratings reflect Buckeye's leading shares in value-added
product markets and good geographic diversity, offset by excess
industry capacity, a meaningful proportion of cyclical commodity
sales, and its aggressive debt leverage," said Standard & Poor's
credit analyst Pamela Rice.

Standard & Poor's expects Buckeye's financial profile to continue
strengthening over the intermediate term through financial
discipline and gradually improving pricing and volumes. Any
substantial reversal in such progress due to deteriorating market
conditions, narrowing liquidity, or a step up in debt-financed
activity could prompt a review of the ratings or outlook.


BUDGET GROUP: Committee Appointed as Estate Representative
----------------------------------------------------------
The U.S. Bankruptcy Court overseeing the Budget Group Debtors'
Chapter 11 proceedings appointed the Official Unsecured Creditors'
Committee as estate representative and conferred standing on it to
prosecute, defend, settle and take all other reasonable actions in
the Bankruptcy Court or any other court of competent jurisdiction
with respect to certain claims.

Currently, the Budget Group Debtors, the Committee and the UK
Administrators are working collectively to establish procedures
for determining the allocation of the sale proceeds of the North
American Sale and EMEA Sale and resolving intercompany issues.  
For purposes of this process, the parties recognize that the
Committee's interests are more closely aligned with those of the
creditors of the U.S.-based Debtors than with creditors of BRACII
and its debtor subsidiaries, BRAC Rent-A-Car of Japan, Inc. and
BRAC Rent-a-Car Asia-Pacific, Inc., and that the UK Administrators
represent the creditors of BRACII Group.

Thus Judge Walrath granted the Committee standing to be heard as
estate representative of all the relevant Debtor estates other
than the BRACII Group with respect to certain claims between the
BRAC Group and the BRACII Group.

On April 30, 2003, the UK Administrators, on BRACII's behalf,
filed a proof of claim against BRACC asserting a claim of "at
least $20 million".  The Administrators did not delineate the
basis of the claim.  Thus, the Committee seeks the Court's
authority to act as estate representative in respect of the
defense of BRACC against the Administrators' claim before any
court of competent jurisdiction.  Additionally, the Committee
seeks to assert in both the UK Administration and the Chapter 11
Cases a claim against BRACII for breach of contract and dilution
of the Budget brand and prosecute the claim before any court of
competent jurisdiction.

Specifically, BRACII operated the EMEA Operations under the Budget
brand name pursuant to the terms of a License Agreement dated June
8, 1965 between BRACC, as licensor, and BRACII, as licensee.  

On September 27, 2002, the Debtors filed their Statements and
Schedules in accordance with Rule 1007 of the Federal Rules of
Bankruptcy Procedure.  In those Statements and Schedules, the
Debtors scheduled these BRAC Group claims against BRACII:

   Estate Asserting the Claim        Amount of Claim
   --------------------------        ---------------
   BRAC Group Inc.                    $87,361,931.28
   BRAC Rent-A-Car Corporation         34,520,243.00

The Debtors scheduled these claims as "undisputed", "non-
contingent", and "liquidated".  As a consequence, pursuant to
Bankruptcy Rule 3003(b), the claims are prima facie valid,
subject to objection by parties-in-interest.  The Committee seeks
to assert these claims on behalf of the BRAC Group and the BRACC
estate in these Chapter 11 cases and in the UK Administration,
and to prosecute them before any court of competent jurisdiction.
(Budget Group Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


CANNON EXPRESS: John Pacheco Names New Chief Executive Officer
--------------------------------------------------------------
On August 15, 2003, the Board of Directors of Cannon Express, Inc.
appointed Mr. Michael Miola, a current Director of the Company, as
the President of the Company and appointed Mr. John Pacheco, a
current Director of the Company, as the new Chief Executive
Officer of the Company.

As reported in Troubled Company Reporter's July 31, 2003, Cannon
Express, received notice from CitiCapital Commercial Corporation
that CitiCapital would exercise its right to terminate its funding
agreement with the Company.  The agreement between the Company and
CitiCapital included, among other terms and conditions, a clause
which allowed CitiCapital certain remedies if conditions deemed to
be an "Event of Default" existed.

One such event was "if there shall be a material change in the
stockholders or management of the Borrower."  Following the
previously announced, May 28, 2003 purchase by Arizona Diversified
of 60% of the Company's outstanding shares, the Company notified
CitiCapital of the change in both majority stockholders and in the
management of the Company, as required in such agreement.  At that
date, the Company was also in default regarding a payment
obligation for equipment.

The Company reached an agreement with CitiCapital to extend this
funding agreement as well as certain equipment obligations until
August 30, 2003.  The Company is also in negotiations with various
lenders to replace this funding relationship and will strive to
have a replacement for CitiCapital in the near future.

The irregular route, full truckload firm hauls general commodities
in the US and Canada. It operates a fleet of 775 tractors and more
than 1,600 trailers. The company ships retail and wholesale goods
(largely for discount merchandisers), automotive supplies and
parts, nonperishable food products, and paper goods. Major
customers include Wal-Mart and International Paper. Cannon Express
monitors and coordinates routes through a company-designed
computer system. The company also operates CarriersCo-Op.com, an
Internet-based forum for smaller carriers to share or swap extra
loads. Co-founders Dean and Rose Marie Cannon own 60% of the
company.


CAPSTEAD: Fitch Ups 2 BB/B Series 1997-NAMC 3 Note Class Rating
---------------------------------------------------------------
Fitch Ratings has upgraded five classes and affirmed one class for
the following Capstead Mortgage Corporation IV transaction:

Capstead Mortgage Corporation IV, mortgage pass-through
certificates, series 1997-NAMC 3

        -- Class A affirmed at 'AAA';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AAA' from 'A';
        -- Class B-3 upgraded to 'AAA' from 'BBB';
        -- Class B-4 upgraded to 'BBB-' from 'BB';
        -- Class B-5 upgraded to 'BB-' from 'B'.

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


CAREMARK: S&P Keeps Watch over Planned Acquisition of AdvancePCS
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on
pharmacy benefit manager Caremark Rx Inc. on CreditWatch with
positive implications after the company announced that it was
planning to acquire rival PBM AdvancePCS. The ratings on
AdvancePCS have also been placed on CreditWatch with positive
implications.

Nashville, Tennessee-based Caremark said it planned to purchase
Irving, Texas-based AdvancePCS for an estimated $6 billion, funded
with 90% stock and 10% cash.

The two businesses appear complementary. While Caremark's
traditional strengths are in corporate clients, mail-order
prescription, and specialty pharmaceutical distribution,
AdvancePCS has a strong position in the managed-care market. The
combined company would wield greater leverage in negotiating with
pharmaceutical companies for drug rebates. Caremark also hopes to
achieve $125 million in synergies from the acquisition within the  
first 12 months of closing.

"From a financial standpoint, the significant use of equity
financing will provide the combined company with a solid financial
profile," said Standard & Poor's credit analyst Arthur Wong.
Caremark generated $428 million in free operating cash flows for
the 12 months ended June 30, 2003, while AdvancePCS generated $265
million. As of June 30, 2003, the combined companies had $665
million in cash and investments versus $1.1 billion of debt.

However, the proposed acquisition represents a major shift in
strategy for Caremark. The company has largely avoided the lower
margin managed-care market, which has a much lower use of mail-
order prescriptions. Caremark will also be challenged to
efficiently integrate the various retail and mail-order
transaction systems. Standard & Poor's plans to discuss Caremark's
strategy with the company's management before resolving the
CreditWatch listing.

                          *   *   *

As previously reported in the June 9, 2003, edition of the
Troubled Company Reporter, Standard & Poor's Ratings Services
raised its corporate credit and senior secured debt ratings on
Caremark Rx Inc. to 'BBB-' from 'BB+'. At the same time, Standard
& Poor's raised its senior secured debt rating on Caremark's $450
million 7.375% senior notes due 2006 to 'BB+' from 'BB'. The
outlook is stable.


CHART INDUSTRIES: Delaware Court Confirms Plan of Reorganization
----------------------------------------------------------------
Chart Industries, Inc. (OTCPK:CTIT) announced the confirmation by
the United States Bankruptcy Court for the District of Delaware of
the joint prepackaged Plan of Reorganization, which was filed by
Chart and certain subsidiaries on July 8, 2003.

Chart expects the Court to enter the confirmation order tomorrow
and the Plan to become effective within the next two weeks.

Upon consummation of the Plan and the Company's emergence from
Chapter 11, the Company's existing senior debt of approximately
$255.7 million will be converted into a $120 million term loan and
an initial 95% equity ownership position in the reorganized
Company. Chart's existing shareholders will initially own 5% of
the reorganized Company, with an opportunity to acquire up to an
additional 5% of equity under certain conditions through the
exercise of warrants. Additionally, all general unsecured
creditors will be paid in full (100%) on their prepetition claims
or otherwise have their prepetition claims reinstated.

Upon consummation of the Plan, Chart's senior lenders have also
agreed to convert the Company's current $40 million debtor-in-
possession financing facility into an amended and restated $40
million revolving credit exit facility. This exit financing will
provide the reorganized Company with sufficient funding to
continue to operate and meet its obligations upon emergence from
Chapter 11.

"We are obviously pleased with the Court's approval of our Plan of
Reorganization," said Arthur S. Holmes, Chart's Chairman and Chief
Executive Officer. "We confirmed our Chapter 11 Plan of
Reorganization in less than 60 days, which is a remarkable
achievement. The result is a testament to the outstanding effort
put forth by the senior management team, Chart's employees, our
Board of Directors, our senior lenders and outside professionals.
All of these groups contributed greatly to the successful
restructuring of Chart and should be commended for their efforts."

Holmes added, "Upon Chart's emergence from Chapter 11 there will
be a new seven-person Board of Directors which will replace our
previous four-person Board. At present, I am planning to serve as
a Director on the new Board. William Allen, who is currently
serving as Chart's Chief Restructuring Officer, will assume the
position of CEO on an interim basis until a long-term candidate
for the position can be recruited."

"The new exit financing provided by our senior lenders should
allow Chart to emerge from Chapter 11 as a well-capitalized
company with a solid balance sheet. With the new capital
structure, Chart is now poised to take advantage of the
fundamental strength of its businesses. I look forward to working
with the new Board, the employees and business partners to return
Chart to profitability and achieve its full potential," Holmes
concluded.

Chart Industries, Inc. is a leading global supplier of standard
and custom-engineered products and systems serving a wide variety
of low-temperature and cryogenic applications. Headquartered in
Cleveland, Ohio, Chart has domestic operations located in nine
states and an international presence in Australia, China, the
Czech Republic, Germany and the United Kingdom.

For more information on Chart Industries, Inc. visit the Company's
Web site at http://www.chart-ind.com For more information on the  
Company's prepackaged Chapter 11 case, visit
http://www.bmccorp.net/chart


CHARTER: Selling Certain Assets to Atlantic Broadband for $765MM
----------------------------------------------------------------
Charter Communications, Inc. (Nasdaq: CHTR) signed a definitive
agreement with Atlantic Broadband, LLC for the sale of various
cable television systems serving approximately 235,000 customers
in Florida, Pennsylvania, Maryland, Delaware, New York and West
Virginia for approximately $765 million cash.

The systems being sold represent approximately 51,000 video
customers in Miami Beach and approximately 184,000 video customers
in Pennsylvania, Maryland, Delaware, New York and West Virginia.
This includes approximately 79,000 digital and 33,000 high-speed
data customers.

Charter President and CEO Carl Vogel said this asset sale
represents a continuation of his company's previously announced
strategy to divest of certain geographically non-strategic assets.
"Proceeds from this cash sale will be used to repay bank debt and
fund future capital expenditures," he said.

This transaction is subject to certain closing conditions,
potential price adjustments and local regulatory review. Closing
is expected in the first half of 2004.

Daniels & Associates represented Charter in this transaction.

Charter Communications (S&P, CCC+ Corporate Credit Rating,
Developing), A Wired World Company(TM), is the nation's third
largest broadband communications company. Charter provides a full
range of advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital Cable(R) brand and high-speed Internet access
marketed under the Charter Pipeline(R) brand. Commercial high-
speed data, video and Internet solutions are provided under the
Charter Business Networks(R) brand. Advertising sales and
production services are sold under the Charter Media(R) brand.
More information about Charter can be found at
http://www.charter.com  

Atlantic Broadband Finance, LLC was formed by ABRY Partners, David
J. Keefe and Edward T. Holleran, Jr. to acquire and operate
upgraded cable television systems offering video and high-speed
data services to residential and commercial customers. ABRY
Partners is one of the oldest and largest private equity firms in
North America investing exclusively in the media and
communications industries, having completed over $7 billion of
leveraged transactions and other private equity investments since
1989.


COGENTRIX ENERGY: Lenders Agree to Forbear Until September 30
-------------------------------------------------------------
As a result of the maturity of the outstanding obligations
(currently $145.0million) under the Cogentrix Energy, Inc.  
corporate credit facility in October 2003, CEI's independent
auditors expressed a going concern uncertainty in their report on
CEI's consolidated financial statements for the year ended
December 31, 2002, which triggered an event of default under the
corporate credit facility.

On May 29, 2003, CEI executed a forbearance agreement with the
lenders to the corporate credit facility pursuant to which the
lenders agreed to forbear through July 31, 2003 from terminating
their commitments or accelerating the outstanding obligations and
demanding payment. Additionally, the lenders agreed to allow CEI
to continue to convert to borrowings, drawings under outstanding
letters of credit issued under the corporate credit facility
during this forbearance period. On July 22, 2003, the forbearance
period was extended through August 31, 2003.

On August 27, 2003, the lenders granted CEI's request to extend
this forbearance period through September 30, 2003.


COOK AND SONS: Seeks Court Nod to Hire Bunch & Brock as Counsel
---------------------------------------------------------------
Cook and Sons Mining, Inc., and Earnest Cook & Sons Mining, Inc.,
ask the U.S. Bankruptcy Court for the Eastern District of Kentucky
for permission to hire Bunch and Brock as their attorneys.

Specifically, the Debtors are ask for permission to employ W.
Thomas Bunch, Esq., and other attorneys at the law firm of Bunch &
Brock as their chapter 11 bankruptcy lawyers.

The Debtors desire to engage Bunch & Brock to render legal
services relating to the day-to-day administration of their
chapter 11 cases and the various issues that arise out of the
operation of the their business operations. The Debtors have
selected Bunch & Brock as their bankruptcy counsel because of the
firm's extensive experience and knowledge in the area of debtor's
and creditor's rights.  Bunch & Brock has the necessary background
and knowledge to deal with many of the potential bankruptcy issues
that arise in chapter 11 cases, and the Debtors believe that Bunch
& Brock is well-qualified to represent them in these cases.

Mr. Bunch assures the Court that his firm and its attorneys have
no connection with the Debtors, any creditors of the Debtor, or
any other party in interest in the Debtors' chapter 11 cases, or
their respective attorneys, accountants and advisors.

Bunch & Brock will be compensated in accordance with its current
hourly rates:

          W. Thomas Bunch                 $350 per hour
          W. Thomas Bunch II              $250 per hour
          Matthew B. Bunch                $225 per hour
          Caryn Belobraidich              $200 per hour
          Paralegals and Law Clerks        $60 per hour

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.


COVANTA ENERGY: Wants Go-Signal to Pursue Intercompany Transfers
----------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that the Covanta Energy Debtors have many non-
debtor foreign subsidiaries organized in countries around the
world.  The Foreign Non-Debtors, in many cases, have no assets and
will likely be wound down and dissolved as part of the Debtors'
overall concerted effort to liquidate and dissolve their non-core
and non-operating subsidiaries to reorganize their core business
as going concerns.  To that end, the Debtors require that certain
tax, audit and accounting advice be provided on a local level to
the Foreign Non-Debtors.  The Company needs foreign professional
services firms familiar with the tax laws and accounting rules of
the foreign jurisdictions.  According to Mr. Bromley, the Company
needs local foreign firms to:

   (1) compare account balances of the Foreign Non-Debtors as
       reported in their respective books and records to the
       account balances as reported by them to local governmental
       agencies;

   (2) analyze the intricate intercompany payables and
       receivables existing between many of the Debtors and the
       Foreign Non-Debtors and the tax effects of cancellation of
       indebtedness;

   (3) advise as to opportunities to alleviate potential tax
       exposure, if any, to the Debtors upon cancellation of
       intercompany accounts;

   (4) review and assist with tax or other governmental filing
       requirements; and

   (5) advise as to the tax effects of the liquidation or
       dissolution of the Foreign Non-Debtors.

Mr. Bromley informs the Court that Deloitte & Touche LLP is the
accounting firm currently representing and assisting the Debtors
in their Chapter 11 Cases.  During the prepetition period, the
Debtors retained foreign professional services firms that are
member firms of Deloitte Touche Tohmatsu.  Because of this, these
services firms have prior familiarity with the Foreign Non-
Debtors and specific familiarity with the tax laws and accounting
rules of the jurisdictions where the Foreign Non-Debtors are
located.  Thus, the Foreign Deloitte Member Firms are capable of
providing the Foreign Non-Debtors with the Advice that the
Debtors are requesting to be provided.  The Foreign Deloitte
Member Firms to be retained are:

                                    No. of Foreign   Estimated
Foreign Deloitte Firm              Non-Debtor Firms    Cost
---------------------              ----------------  ---------
Brazil:
Deloitte Touche Tohmatsu                3              $9,600
Spain:
Deloitte & Touche in Madrid             5              37,500
Germany:
Deloitte & Touche in Dusseldorf         1              20,400
Uruguay:
Tea Deloitte & Touche in                5              20,000
Montevideo
France:
Deloitte Touche Tohmatsu in Paris       1               7,900
Argentina:
Deloitte & Touche in Buenos Aires       1              16,700
Canada:
Deloitte & Touche LLP                   3              18,500
Mexico:
Galaz, Gomez, Morfin, Chavero,          1              60,900
Yamazaki, S.C.
Hong Kong:
Deloitte Touche Tohmatsu                1              73,250
Cayman Islands:
Deloitte & Touche in George Town        1               5,000

A representative of each of the Foreign Deloitte Member Firms was
provided with a letter providing that each corresponding Foreign
Deloitte Member Firm does not represent any interests adverse to
the Foreign Non-Debtors.  The Debtors will use commercially
reasonable efforts to obtain execution copies of the letters.  
Nevertheless, Mr. Bromley doubts that formal conflicts checks are
necessary under the circumstances because the Foreign Non-Debtors
are not Debtors.

In most, if not all, cases, the Foreign Non-Debtors do not have
sufficient funds to pay the Foreign Deloitte Member Firms for the
Advice.  Deloitte & Touche has estimated that the aggregate cost
of the work the Foreign Deloitte Member Firms will provide will
be about $270,000.

Mr. Bromley says that because of the intricacies of the Debtors'
and the Foreign Non-Debtors' accounting, it is possible that the
actual fees and expenses could exceed the Cost Estimate.  Thus,
the Debtors wish to transfer up to $300,000 to the Foreign Non-
Debtors for the exclusive purpose of employing and retaining the
Foreign Deloitte Member Firms to provide the Advice.

Moreover, to the extent that the aggregate fees and expenses of
the Foreign Deloitte Member Firms exceed the Cost Cap, the
Debtors reserve the right to seek an order approving the transfer
of the additional amounts in advance of any further services the
Foreign Deloitte Member Firms will provide.  If the Debtors find
that the fees and expenses of the Foreign Deloitte Member Firms
exceed the Cost Cap, but are less than $350,000, then the
additional amounts may be transferred to the Foreign Non-Debtors,
without further Court order.

To assist the Debtors in monitoring the aggregate fees and
expenses of the Foreign Deloitte Member Firms, Deloitte & Touche
agreed that it will direct the Foreign Deloitte Member Firms to
send the invoices related to the Advice to Covanta, simultaneous
with sending these invoices to the Foreign Non-Debtors.

Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
the Debtors seek the Court's authority to make:

   (1) intercompany transfers to the Foreign Non-Debtors in an
       initial amount not to exceed $300,000 as payment to the
       Foreign Deloitte Member Firms for their tax, audit and
       accounting advice; and

   (2) additional intercompany transfers, if the Debtors find
       that the amount of the fees and expenses of the Foreign
       Deloitte Member Firms exceed the Cost Cap, but are less
       than $350,000 after not less than 15 days prior written
       notice of the proposed transfer is given to the U.S.
       Trustee and the Committee and no objections are received.

Mr. Bromley states that the Debtors have sufficient business
justification in paying for the advice the Foreign Deloitte
Member Firms will provide because the advice will confer
significant benefits on the Debtors' Chapter 11 estates and
creditors by:

   (a) alleviating potential tax exposure, if any, to the
       Debtors upon the cancellation of intercompany
       indebtedness;

   (b) aiding the Debtors in winding down the affairs and
       dissolving the Foreign Non-Debtors in accordance with the
       applicable law of their respective foreign jurisdictions
       of organization; and

   (c) helping the Debtors in their efforts to reorganize their
       core businesses and eventually emerge from Chapter 11 in
       a smooth manner. (Covanta Bankruptcy News, Issue No. 34;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CROWN CASTLE: Proposes Amendments to $1.2-Bill. Credit Facility
---------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) intends to amend,
subject to obtaining the consent of its senior credit facility
lenders, certain provisions of its restricted group operating
company's $1.2 billion credit facility and make certain changes to
its capital structure.  

The Opco Facility is currently comprised of a $296 million Term A
loan, a $399 million Term B loan and an unfunded $500 million
revolving credit facility.  Crown Castle is proposing to increase
its Term B loan by $601 million to $1 billion, extend the Term B
loan maturity from March 2008 to September 2010, and reduce the
revolving credit facility commitment to $350 million.  As a part
of these changes, Crown Castle intends to designate its UK
subsidiary a restricted group subsidiary, as defined in Crown
Castle's bond indentures.  At the closing of the proposed
facility, Crown Castle contemplates repayment of the outstanding
balance of its UK senior credit facility and giving notice of
redemption of its UK 9% Guaranteed Bonds due 2007 ($99.2 million
and $206.6 million outstanding at June 30, 2003, respectively).  

Crown Castle intends to use the excess proceeds of approximately
$300 million from the new Term B loan to purchase certain of its
higher coupon senior notes.  Further, Crown Castle does not
anticipate the proposed amendments will result in any material
changes to the financial covenants of the Opco Facility.  Crown
Castle expects to complete this transaction by October 31, 2003.

"We continue to opportunistically take actions that will reduce
total interest expense and lower our overall cost of capital,"
stated W. Benjamin Moreland, Crown Castle's Chief Financial
Officer.  "This contemplated leverage-neutral transaction will
simplify our capital structure and provide our restricted
borrowing group access to the operating cash flows of our UK
subsidiary."

                   CONFERENCE CALL DETAILS

Crown Castle has scheduled a meeting with its senior credit
facility lenders for Tuesday, September 9, 2003 to discuss the
proposed amendments to its Opco Facility.  A telephonic replay of
the meeting will be available on the afternoon of September 9,
2003 through September 23, 2003 and may be accessed by calling
800-945-7271 and using pass code 1123.  An audio archive will also
be available on Crown Castle's Web site at  
http://www.crowncastle.comand will be accessible for  
approximately 90 days.  For more information, please contact Karen
Roan at DRG&E at 1-713-529-6600 or email kcroan@drg-e.com .

Crown Castle (S&P, B- Corporate Credit Rating, Negative)
engineers, deploys, owns and operates technologically advanced
shared wireless infrastructure, including extensive networks of
towers and rooftops as well as analog and digital audio and
television broadcast transmission systems.  Crown Castle offers
near-universal broadcast coverage in the United Kingdom and
significant wireless communications coverage to 68 of the top 100
United States markets, to more than 95 percent of the UK
population and to more than 92 percent of the Australian
population.

Crown Castle owns, operates and manages over 15,500 wireless
communication sites internationally.  For more information on
Crown Castle, visit: http://www.crowncastle.com


CSK AUTO CORP: Second Quarter 2003 Results Reflect Strong Growth
----------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO), the parent company of CSK Auto Inc., a
specialty retailer in the automotive aftermarket, reported its
financial results for the second quarter of fiscal 2003.

The company reported the following highlights:

-- Same store sales increased by 6% during the second quarter of
   fiscal 2003 on top of a 7% same store sales increase in the
   second quarter of fiscal 2002.

-- GAAP net income increased to $10.8 million from $4.1 million in
   the second quarter of fiscal 2002. On a comparable basis, net
   income increased to $13.5 million from $8.8 million in the
   second quarter of fiscal 2002.

-- GAAP diluted earnings per share increased to $0.24 from $0.10
   in the second quarter of fiscal 2002. On a comparable basis,
   diluted earnings per share increased to $0.30 from $0.21 in the
   second quarter of fiscal 2002.

-- Reduction of net debt (total debt less cash) by $37.3 million
   during the first half of fiscal 2003.

-- Free cash flow (operating cash flow less capital expenditures)
   was $40.7 million during the first half of fiscal 2003.

-- During June 2003, the company established a new $325 million
   credit facility, which replaced the company's previous $300
   million credit facility. In conjunction with this transaction,
   the company redeemed the remaining $9.5 million in aggregate
   principal amount of CSK Auto Inc.'s 11% senior subordinated
   notes.

               Thirteen Weeks Ended Aug. 3, 2003

Net sales for the 13 weeks ended Aug. 3, 2003 were $418.5 million,
compared to $398.3 million for the 13 weeks ended Aug. 4, 2002.
Same store sales increased 6% (7% retail and 4% commercial) on top
of a 7% same store sales increase in the second quarter of fiscal
2002.

Gross profit was $193.7 million, or 46.3% of net sales, in the
second quarter of fiscal 2003 as compared to $182.1 million, or
45.7% of net sales, in the second quarter of fiscal 2002. We
adopted Emerging Issues Task Force No. 02-16, "Accounting by a
Customer (Including a Reseller) for Certain Considerations
Received from a Vendor" ("EITF 02-16") during the first quarter of
fiscal 2003. The implementation of EITF 02-16 required us to
reclassify certain vendor allowances as a reduction of cost of
sales and inventory rather than recognize them as a reduction to
advertising expense in operating and administrative expenses as in
prior fiscal years. This reclassification did not have a material
impact on our second quarter gross profit comparisons.

Operating profit for the second quarter of fiscal 2003 increased
25% to $35.2 million (8.4% of net sales), compared to $28.2
million (7.1% of net sales), for the second quarter of fiscal
2002. Operating and administrative expenses were 37.9% of net
sales in the second quarter of fiscal 2003 compared to 38.3% of
net sales in the same quarter of fiscal 2002 primarily due to
expense control and leveraging of fixed costs over our increasing
sales.

Interest expense for the second quarter of fiscal 2003 decreased
to $13.3 million from $16.2 million in the second quarter of
fiscal 2002 as a result of our reduced outstanding debt levels and
more favorable terms under our new credit facility.

GAAP net income for the second quarter of fiscal 2003 was $10.8
million, compared to net income of $4.1 million for the second
quarter of fiscal 2002. On a comparable basis, which excludes
certain items described in the table below, net income for the
second quarter of fiscal 2003 was $13.5 million, compared to net
income of $8.8 million for the second quarter of fiscal 2002.

"We continue to be very pleased with our growth in operating
profits and our same store sales increases of 6% on top of a 7%
increase in the second quarter of fiscal 2002. Operating profit
margins continued to be strengthened as a result of our continued
focus on lowering product acquisition costs and taking advantage
of available vendor allowances. We remained very focused on the
generation of free cash flow and the reduction of debt, generating
free cash flow of almost $41 million during the first half of
fiscal 2003 and reducing net debt by over $180 million during the
last 18 months," said Maynard Jenkins, chairman and chief
executive officer of CSK Auto Corp. "Our new credit facility will
reduce our future interest expense and improve our free cash flow.
If current trends continue, fiscal 2003 should be our best
financial performance."

                Twenty-six Weeks Ended Aug. 3, 2003

Net sales for the 26 weeks ended Aug. 3, 2003 were $796.0 million,
compared to $773.9 million for the 26 weeks ended Aug. 4, 2002.
Same store sales increased 4%.

Gross profit was $368.7 million, or 46.3% of net sales, in the
first half of fiscal 2003 as compared to $347.2 million, or 44.9%
of net sales, in the first half of fiscal 2002. As previously
discussed, we adopted EITF No. 02-16 during the first quarter of
fiscal 2003. Had this reclassification been implemented during the
first half of fiscal 2002, approximately $7.8 million of vendor
allowances would have reduced cost of sales rather than operating
and administrative expenses. We have continued to increase gross
margin rates year over year by reducing inventory acquisition
costs and increasing our ability to take advantage of available
vendor allowances.

Operating profit for the first half of fiscal 2003 totaled $61.4
million, or 7.7% of net sales, compared to $51.3 million, or 6.6%
of net sales, for the first half of fiscal 2002. Operating and
administrative expenses were higher in the first half of fiscal
2003 than in the first half of fiscal 2002, partially as a result
of the impact of adopting EITF 02-16 as discussed above.

Interest expense for the first half of fiscal 2003 decreased to
$27.2 million from $34.0 million in the first half of fiscal 2002
as a result of our reduced outstanding debt levels and more
favorable terms under our new credit facility.

GAAP net income for the first half of fiscal 2003 was $18.3
million, compared to net income of $7.5 million for the first half
of fiscal 2002. On a comparable basis, which excludes certain
items described in the table below, net income for the first half
of fiscal 2003 was $21.0 million, compared to net income of $12.9
million for the first half of fiscal 2002.

Free cash flow for the first half of fiscal 2003 was $40.7 million
compared to $2.4 million for the first half of fiscal 2002. The
most significant components of the increase were: (1) higher net
income primarily as a result of expense control and improved
product mix; (2) improved working capital management; and (3) cash
proceeds received from the termination of our interest rate swap
agreement.

The company also expects full-year paydown of our long-term debt
of between $70 million and $75 million during fiscal 2003 (a debt
paydown equivalent to between $1.50 and $1.65 per diluted common
share).

                       New Credit Facility

In June 2003, the company replaced its $300.0 million credit
facility with a new $325.0 million senior credit facility
consisting of a $200.0 million term loan and a $125.0 million
revolving credit facility. The term loan and revolving credit
facility have maturities of June 2009 and June 2008, respectively.
The new credit facility carries interest rate spreads that are
0.5% to 0.75% lower than our prior facility.

We used proceeds from the new credit facility to redeem the
remaining $9.5 million in aggregate principal amount of CSK Auto
Inc.'s 11% senior subordinated notes, including accrued and unpaid
interest.

In connection with these transactions, the company incurred
charges totaling $4.3 million relating to early redemption
premium, certain costs associated with the new credit facility and
the write-off of unamortized deferred debt issuance costs. These
costs are reflected as a loss on debt retirement in the
accompanying consolidated statement of operations.

                          Outlook

As a result of our continued strong same store sales trends and
our new credit facility, we expect full year net income between
$48 million and $50 million (approximately $1.04 to $1.07 per
diluted share). We are also now forecasting free cash flow for
fiscal 2003 of between $70 million and $75 million.

CSK Auto Corp. (S&P, B+ Corporate Credit Rating, Stable) is the
parent company of CSK Auto Inc., a specialty retailer in the
automotive aftermarket. As of May 4, 2003, the company operated
1,108 stores in 19 states under the brand names Checker Auto
Parts, Schuck's Auto Supply and Kragen Auto Parts.


DAISYTEK INC: EMJ Obtains Court Approval to Buy Daisytek Canada
---------------------------------------------------------------
The United States bankruptcy court in Dallas, Texas has approved
the previously announced transaction that allows EMJ to buy
Daisytek Canada for approximately U.S. $20 million. Closing of the
acquisition is expected to take place prior to September 30, 2003.

Under the terms of the transaction, EMJ has a guarantee that on
closing of the acquisition, the assets of Daisytek Canada will
exceed its liabilities by no less than U.S. $17 million and any
shortfall will be adjusted accordingly.

Daisytek Canada is a distributor of computer supplies and media.
Daisytek Canada's parent company, Daisytek Inc., is currently
operating under the protection of Chapter 11 of the U.S.
Bankruptcy Code. Daisytek Inc. ran into difficulty through
acquisition of distributors overseas, as well as rapid expansion
in the office products area in the United States. Daisytek Canada
is not operating under court protection and remains a profitable
operating division.

Jim Estill, President of EMJ Data Systems Ltd., said, "We expect
the sales of Daisytek Canada to be approximately $200 million with
similar margins and profitability to EMJ. This acquisition
approximately doubles our sales and earnings. EMJ has adequate
lines of credit and funding to allow us to close this purchase.
The two businesses are tremendously complimentary and it is
expected that both businesses should be able to grow as a result
of this acquisition." He went on to state, "Both EMJ and Daisytek
will benefit significantly by being able to share their customer
database with each other. EMJ and Daisytek operate in different
niches of the personal computer market: EMJ's primary focus is on
selling hardware, software, and peripherals; whereas Daisytek's
primary focus is selling supplies, media and accessories."

The Daisytek acquisition is subject to approval by the Canadian
Competition Tribunal.

Daisytek Canada headquartered in Markham, Ontario is a distributor
of computer supplies and media. Daisytek specializes in toner
cartridges, inks, paper, ribbons, etc. Other locations are in
Montreal and Burnaby. Interested parties can reach Daisytek by the
Web at http://www.canada.daisytek.com  

EMJ Data Systems Ltd., headquartered in Guelph, Ontario, is a
Canadian, publicly owned distributor of computer products and
peripherals. EMJ specializes in niche-market products for Apple,
Bar Coding/Auto-ID/Point-of-Sale, Build-To-Order, Digital Video,
Networking and Security applications. EMJ has Canadian branch
offices in Vancouver, Calgary, Winnipeg, Montreal, and Halifax, as
well as one office in the United States. EMJ is traded on the
Toronto Stock Exchange under the symbol EMJ. For more information
about EMJ, visit http://www.emj.ca


DLJ COMM'L: Fitch Affirms 4 Note Class Ratings at Low-B Levels
--------------------------------------------------------------
Fitch Ratings affirms DLJ Commercial Mortgage Corp.'s commercial
mortgage pass through certificates, series 1998-CF2 as follows:

        -- $124.6 million class A-1A 'AAA';
        -- $579.5 million class A-1B 'AAA';
        -- Interest-only class S 'AAA';
        -- $55.4 million class A-2 'AA';
        -- $60.9 million class A-3 'A';
        -- $13.8 million class A-4 'A-'
        -- $41.5 million class B-1 'BBB';
        -- $16.6 million class B-2 'BBB-';
        -- $52.6 million class B-3 'BB';
        -- $11.1 million class B-4 'BB-';
        -- $22.2 million class B-5 'B';
        -- $13.8 million class B-6 'B-'.

Fitch does not rate the $22.2 million class C certificates. The
rating affirmations follow Fitch's annual review of the
transaction, which closed in November 1998.

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

ORIX Capital Markets, LLC, the master and special servicer,
collected year-end 2002 operating statements for 97% of the pool
by balance. The weighted average debt service coverage ratio for
YE 2002 was 1.53 times compared to 1.55x at YE 2001 and 1.45x at
issuance for the same loans (95%).

As of the August 2003 distribution date, the certificate principal
balance has been reduced by 8.4% to $1.01 billion from $1.11
billion at issuance. In addition, four loans (3.5%) are defeased.

Twenty-two loans (12.7%) are specially serviced including the
largest loan in the transaction, Chanin Building (6.8%). The
servicer transferred the loan due to changes in the ownership
interest surrounding the death of a principal. Last month a judge
granted the borrower Partial Summary Judgment, ruling there was no
change of control of the borrowing entity and no default under the
mortgage. Based on the judge's ruling, ORIX is planning to file a
motion for rehearing on the motion for summary judgment. Although
the loan is current, the workout could result in legal fees to the
trust that would result in interest shortfalls.

The next largest specially serviced loan (1.9%) is secured by a
retail property in Port Richey, Florida. The property's anchor
space formerly occupied by Wal-Mart, is vacant. The borrower filed
bankruptcy and Fitch expects the loan to result in a loss. Eight
loans (0.8%) secured by gas stations are cross-collateralized and
cross-defaulted and expected to result in losses, as well. At this
time all losses are expected to be absorbed by the most
subordinate class C.

Fitch applied various stress scenarios, taking into consideration
all of the above concerns including expected losses on some of the
specially serviced loans. Even under these stress scenarios
subordination levels remain sufficient to affirm the ratings.
Fitch will continue to monitor this transaction for developments
on the Chanin Building Loan and additional loans of concern.


DVI INC: Bringing-In Adelman Lavine as Bankruptcy Attorneys
-----------------------------------------------------------
DVI, Inc., and its debtor-affiliates are asking the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Adelman Lavine Gold and Levin, PC as their attorneys.

Adelman Lavine will provide its expertise with respect to
bankruptcy-related issues and will act as general bankruptcy
counsel for the Debtors along with Latham & Watkins LLP. The
Debtors submit that because of the extensive services anticipated
to be performed in these large and complex chapter 11 cases, it is
essential for them to employ bankruptcy co-counsel.

Adelman Lavine will:

     a) provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their businesses and management of their
        property;

     b) take necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on behalf of the Debtors and the defense of actions
        commenced against the Debtors;

     c) prepare, present and respond to, on behalf of the
        Debtors, necessary applications, motions, answers,
        orders, reports and other legal papers in connection
        with the administration of their estates;

     d) negotiate and prepare, on the Debtors' behalf, plan(s)
        of reorganization, disclosure statement(s), and all
        related agreements and/or documents, and take any
        necessary action on behalf of the Debtors to obtain
        confirmation of such plan(s);

     e) attend meetings and negotiations with representatives of
        creditors and other parties in interest and advising and
        consulting on the conduct of the cases;

     f) advise the Debtors with respect to bankruptcy law
        aspects of any proposed sale or other disposition of
        assets; and

     g) perform any other legal services for the Debtors in
        connection with these chapter 11 cases, except those
        being performed by Latham or those requiring specialized
        expertise which Adelman Lavine is not qualified to
        render and for which special counsel will be retained.

In addition, Adelman Lavine will consult with the Debtors'
management and financial advisors in connection with:

    (i) any actual or potential transaction involving the
        Debtors; and

   (ii) the operating, financial and other business matters
        relating to the ongoing activities of the Debtors.

Gary M. Schildhom, Esq., a shareholder of Adelman Lavine, reports
that his firm will charge the Debtors its current hourly rates,
which range from:

          Shareholders           $325 - $410 per hour
          Associates             $145 - $310 per hour
          Legal Assistants       $120 - $140 per hour

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


EXIDE TECH.: Receives Court Approval of Disclosure Statement
------------------------------------------------------------
Exide Technologies (OTCBB: EXDTQ), a global leader in stored
electrical energy solutions, announced that the U.S. Bankruptcy
Court for the District of Delaware has conditionally approved the
Company's Disclosure Statement, subject to certain amendments
being made by the Company, and authorized the Company to begin
soliciting approval of its amended Plan of Reorganization.

As previously announced, Exide's Plan includes a debt-for-equity
exchange and the cancellation of all existing common stock. A
hearing to confirm the Plan is initially scheduled to begin on
October 21, 2003.

Craig Muhlhauser, Chairman, Chief Executive Officer and President
of Exide Technologies, said, "Today's court approval is another
important milestone toward completing our reorganization. Our Plan
provides for a significantly improved capital structure that will
enable Exide to maintain a strong competitive position in the
industry."

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's three global business groups - transportation,
motive power and network power -- provide a comprehensive range of
stored electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-power
related) and uninterruptible power supply, and motive-power
applications including lift trucks, mining and other commercial
vehicles.

Further information about Exide and its financial results are
available at http://www.exide.com


FACTORY 2-U STORES: August 2003 Sales Tumble 6.6% to $46 Million
----------------------------------------------------------------
Factory 2-U Stores, Inc. (Nasdaq:FTUS) announced that sales for
the four-week period ended August 30, 2003 were $46.0 million, a
decrease of 6.6% over sales of $49.2 million for the four-week
period ended August 31, 2002. Comparable store sales for the four-
week period ended August 30, 2003 decreased 4.8% versus a decrease
of 10.7% for the same period last year. The Company re-opened a
store that was temporarily closed for structural repairs and did
not close any stores during the four-week period ended August 30,
2003.

Sales for the thirty weeks ended August 30, 2003 totaled $274.0
million compared to $294.2 million for the thirty weeks ended
August 31, 2002, a decrease of 6.9%. Comparable store sales for
the thirty weeks ended August 30, 2003 decreased 3.7% versus a
decrease of 10.3% for the same period last year. For the thirty
weeks ended August 30, 2003, the Company opened 2 new stores and
closed 3 stores.

Bill Fields, Chairman and Chief Executive Officer, commented,
"Although we were disappointed in August's comparable store sales
results, we are encouraged with our continued growth in customer
transaction counts. We believe our core customer continues to
suffer in the current economy and more recently, from rising fuel
costs. Comparable store sales were below our expectation to some
degree as a result of under-planning our school uniform business
and under-productive advertising circulars for the second half of
August. For August, comparable store transaction counts increased
3.7% while the size of the average purchase decreased 8.5%. Our
Home and Domestics businesses continue to perform well with
positive comparable store sales in the mid-teens for August. Our
Women's category was the weakest with negative low double-digit
comparable store sales. Geographically, our best performing areas
were Dallas, TX, Las Vegas, NV, Los Angeles, CA and western
Washington with comparable store sales in the range of positive 3%
to 12%. The Oregon, central California and New Mexico areas had
the poorest comparable store sales in the range of negative 10% to
13%."

Mr. Fields concluded, "In light of August sales results, we are
lowering our third quarter guidance for comparable store sales and
operating results. We now expect comparable store sales to be flat
to slightly negative and operating results to reflect a loss of
approximately $0.07 per share compared to a loss of $0.27 for the
third quarter last year."

The Company will provide a mid-month sales update for September on
September 22, 2003 at 5:00 P.M. Eastern Time. Those interested can
access this update message at 1-888-201-9603. This message will
remain available until October 20, 2003. It will release its
September sales results on October 8, 2003 after the market
closes, or approximately 4:00 P.M. Eastern Time.

Factory 2-U Stores, Inc. operates 242 "Factory 2-U" off-price
retail stores which sell branded casual apparel for the family, as
well as selected domestics and household merchandise at prices
which generally are significantly lower than the prices offered by
its discount competitors. The Company operates 31 stores in
Arizona, 2 stores in Arkansas, 65 stores in southern California,
63 stores in northern California, 1 store in Idaho, 8 stores in
Nevada, 9 stores in New Mexico, 1 store in Oklahoma, 14 stores in
Oregon, 34 stores in Texas, and 14 stores in Washington.

At February 1, 2003, Factory 2-U Stores, Inc.'s balance sheet
shows that its total current liabilities exceeded its total
current assets by about $3 million, while its total
shareholders' equity shrank to $44 million, from about $70
million recorded a year earlier.


FAIRCHILD SEMICON.: Expects Q3 Revenues to be Lower by Up to 6%
---------------------------------------------------------------
Fairchild Semiconductor (NYSE: FCS) announced that order rates and
backlog are improving and reaffirmed its previous guidance,
including its expectation that third quarter revenues will be
sequentially lower by 4 to 6%.

"At the beginning of this quarter, based on our starting backlog
and concerns about our Asian distributor inventory levels, we
guided third quarter sales to be sequentially lower by 4 to 6%,"
said Kirk Pond, president, CEO, and chairman of the Board. "Third
quarter backlog has been filling in as expected, and we have been
pleased with the strengthening of bookings and backlog leading
into the fourth quarter. This is especially encouraging given that
July and August are typically the slowest months of the quarter.
As September has yet to unfold, we are hopeful this positive
direction will continue."

"While all market segments show strength, cell phones, computing,
displays, power supplies, and consumers have been particularly
strong so far this quarter," stated Pond. "Cell phone bookings
have been robust with third quarter orders to date greater than
our total bookings for either the first or second quarters this
year. Computing and display orders have been strong with desktops
and displays running ahead of our first half 2003 run rates.
Business has also increased for power supplies which supports the
increased activity we have seen in the computing and consumer
markets. We have also seen strength in the consumer segment driven
by increased business in the DVD end markets. Regionally we have
seen a significant rebound in Asia with orders tracking well above
last quarter. It would appear that the impact of SARS is behind
us, and we are now benefiting from our strong market share
position in Asia. Japan has also shown continued strength. Europe
and the Americas have been seasonally slower through July and
August, as expected. Our distributor inventory levels have
improved due to stronger resales, and their supply on hand is now
tracking toward our 13 week target level."

"Our new designs continue to gain momentum," said Hans Wildenberg,
executive vice president and chief operating officer. "Our power
management solutions, including the power chipset solution for the
VRM10 specification, continue to drive increased business in this
segment. Overall our PC power controllers have seen a 100%
increase in order rates from the first quarter of 2003. Our
battery protection, DC to DC conversion and off line power
solutions for cell phones, have also generated increased order
volumes. We've seen many cell phone design wins for our latest
generation power MOSFETS that combine leading edge PowerTrenchr
III designs with advanced package technology to deliver ultra
small solutions that reduce power consumption at smaller form
factors. These new products have helped our low voltage discrete
order volume to increase 26% over the first quarter of 2003. We're
also focusing on advanced "green mode" power switches that
integrate a PWM controller with power MOSFETS for a total solution
to support the latest standards for energy efficiency in home
electronics, PCs, and displays. Green FPS and other new products
have helped to increase power switch bookings 100% from the first
quarter of 2003.

"We're also executing well on our previously announced cost
savings and restructuring activities," stated Wildenberg. "Our new
assembly and test facility in Suzhou, China, which began shipping
production at the start of this quarter, continues to ramp on
schedule and is expected to provide significant cost savings and
increased control over manufacturing. The other plant closures and
business exits announced during the second quarter earnings
conference call are on schedule. I'm excited about our new
products focused on the rapidly growing power market, the dominant
market share position we have built in Asia and our streamlined
business structure that reduces costs and increases the focus on
our core power market. We believe Fairchild is well positioned to
succeed as we enter the next market upturn."

Fairchild expects to report its third quarter financial results on
October 16, 2003.

Fairchild Semiconductor (NYSE: FCS) is a leading global supplier
of high performance products for multiple end markets. With a
focus on developing leading edge power and interface solutions to
enable the electronics of today and tomorrow, Fairchild's
components are used in computing, communications, consumer,
industrial and automotive applications. Fairchild's 10,000
employees design, manufacture and market power, analog & mixed
signal, interface, logic, and optoelectronics products from its
headquarters in South Portland, Maine, USA and numerous locations
around the world. Visit http://www.fairchildsemi.com

As reported in Troubled Company Reporter's June 4, 2003 Edition,
Standard & Poor's assigned its 'BB-' rating to Fairchild
Semiconductor International Inc.'s new senior secured bank loan.
The 'BB-' corporate credit and 'B' subordinated note ratings were
also affirmed.

It had debt of $915 million at March 31, 2003, including
capitalized operating leases.


FALCON PRODUCTS: Red Ink Flows in Fiscal 2003 Third Quarter
-----------------------------------------------------------
Falcon Products, Inc. (NYSE: FCP), a leading manufacturer of
commercial furniture, announced sales and operating results for
its fiscal third quarter ended August 2, 2003.

Net sales for the third quarter of 2003 were $62.3 million,
compared with $70.8 million in the third quarter of 2002. The
Company reported a net loss for the quarter of $5.6 million,
including nonrecurring charges of $5.1 million, compared with net
earnings of $0.3 million in the third quarter of 2002.

The Company reported $0.62 net loss per diluted share for the
quarter, including nonrecurring charges of $0.57 per diluted
share, compared with net earnings per diluted share of $0.04 in
the third quarter of 2002.

The third-quarter 2003 results include non-cash charges related to
the restructuring of the Company's manufacturing facilities, the
freezing of benefits under the Company's defined benefit pension
plan, and the write-off of deferred debt issuance costs. Excluding
these nonrecurring charges, reported third quarter 2003 results
were a net loss of $0.5 million, or $0.05 per diluted share.

Franklin A. Jacobs, Chairman and Chief Executive Officer, said "We
have significantly improved our cost structure in the last few
years, but it is critical that we continue to focus our efforts on
driving cost improvements in difficult times. We believe that the
actions we have announced will significantly reduce our operating
costs and will lead to improved financial performance as we move
forward."

The Company announced plans to dispose of its manufacturing
facility in Zacatecas, Mexico. The production from the facility
will be transferred to the Company's Mimon, Czech Republic
facility and other outside suppliers. This initiative is expected
to provide significant operating efficiencies and reduce inventory
levels. The Company recorded a $3.0 million after-tax charge, or
$0.33 per diluted share, to write-down the assets of the facility
associated with the planned disposition. The Company also amended
its defined benefit pension plan in order to freeze the accrual of
benefits under the plan for service after August 1, 2003. The
Company recorded a $1.1 million after-tax charge, or $0.13 per
diluted share, to record the charge associated with the amendment
to the pension plan. The Company expects to begin realizing the
benefits from these cost reduction actions during the fourth
quarter of 2003.

As previously announced, the Company entered into a new $75
million senior credit facility in June 2003. In connection with
the refinancing of the senior credit agreement, the Company
recorded a $1.0 million after-tax charge, or $0.11 per diluted
share, to write-off deferred debt issuance costs. The Company's
previous senior credit agreement would have matured in April 2004.
All of the nonrecurring charges that were recorded during the
period are for non-cash items.

David L. Morley, President and Chief Operating Officer, stated,
"During these challenging times, we have concentrated our efforts
on cost reduction measures and market share growth. The cost
reduction measures that we announced today are expected to
contribute $5 - $7 million of pre-tax savings in 2004. In
addition, redesigning the European supply chain and consolidating
our manufacturing operations will reduce required inventory levels
by approximately $3 million. We expect to continue to find means
of driving our profitability through cost management, and we
believe this will drive profitability independent of the economy
in 2004".

Falcon Products, Inc. is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force. Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market. Falcon,
headquartered in St. Louis, Missouri, currently operates 11
manufacturing facilities throughout the world and has
approximately 2,600 employees.

                         *    *    *

As previously reported in Troubled Company Reporter, Moody's
Investors Service lowered its ratings on Falcon Products, Inc.
Outlook for the said ratings is negative.

Rating Action                               To          From

* $30 Million Senior Secured Revolving
Term Facility due 2005                     B3           B1

* $44 Million Senior Secured Amortizing
Term Facility due 2005                     B3           B1

* $100 Million 11 3/8% Senior
Subordinated Notes due 2009               Caa2          B3

* Senior Implied Rating                     B3           B1

* Senior Unsecured Issuer Rating           Caa1          B2


FISHER SCIENTIFIC: Acquires 93.6% of Perbio Science AB
------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) has acquired 93.6
percent of Perbio Science AB (Stockholm: PBIO), a $250 million
manufacturer and supplier of technologies, products and services
to the life-science and biotechnology industries. All conditions
of the tender offer have been satisfied, including the 90 percent
minimum acceptance requirement.

At the close of the extended acceptance period, 93.6 percent of
the total number of shares and votes of Perbio, calculated on a
fully diluted basis, were tendered into Fisher's final offer of
SEK 155 per share and SEK 106 per warrant. For shareholders who
have accepted the final offer, cash settlement is expected to take
place on Sept. 8, at which time Fisher will assume operational
responsibility for Perbio.

"We are pleased that the holders of an overwhelming majority of
Perbio's shares have accepted our offer," said Paul M. Montrone,
chairman and chief executive officer of Fisher Scientific. "We
will move quickly to complete the transaction and leverage
Perbio's manufacturing strengths in the life-science market with
Fisher's global sales, marketing and distribution network to
accelerate growth."

To provide an opportunity for the remaining shareholders to accept
the offer, the acceptance period for the offer relating to the
shares in Perbio is further extended until 4 p.m. Central European
Time on Sept. 19, without any remaining conditions. As a result,
the right to withdraw acceptances does not apply during the
extended acceptance period. For shares tendered during the
extended acceptance period, cash settlement is expected to occur
on or about Sept. 26.

Fisher has requested that an extra general meeting of Perbio
shareholders be convened as soon as possible to appoint new board
members. The company will initiate mandatory redemption of the
outstanding shares and anticipates that the Perbio shares will be
delisted from the Stockholm Stock Exchange no later than the end
of October.

Fisher Scientific expects that the transaction will be 10 to 15
cents accretive to 2004 diluted earnings per share (EPS), which,
following the acquisition, are expected to be $2.65 to $2.80. The
company is also maintaining its 2003 EPS guidance, excluding one-
time costs related to the transaction, of $2.20 to $2.30 per
share, revenue growth of 6.5 percent to 8.5 percent, and operating
margins of 7.8 percent to 8.0 percent.

Fisher also announced that it has filed a universal shelf
registration statement with the Securities and Exchange Commission
that allows the company to issue up to $750 million of debt and
equity securities. Once declared effective by the SEC, the
statement will provide the company with more flexibility to fund
future growth.

As a world leader in serving science, Fisher Scientific
International Inc. (NYSE:FSH) (S&P, B+ Senior Subordinated Debt
Rating, Negative) offers more than 600,000 products and services
to more than 350,000 customers located in approximately 145
countries. As a result of its broad product offering, electronic-
commerce capabilities and integrated global logistics network,
Fisher serves as a one-stop source of products, services and
global solutions for its customers. The company primarily serves
the scientific-research, clinical-laboratory and safety markets.
Additional information about Fisher is available on the company's
Web site at http://www.fisherscientific.com  


FIVE STAR RESTAURANTS: Case Summary & 20 Unsecured Creditors
------------------------------------------------------------
Debtor: Five Star Restaurants Inc.
        11111 Wilcrest Green Drive
        Suite 350
        Houston, Texas 77042
        aka Original Pasta Company
        aka Marco's Mexican Restaurants

Bankruptcy Case No.: 03-42654

Chapter 11 Petition Date: September 3, 2003

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtors' Counsel: Bennett G Fisher, Esq.
                  Fisher and Associates PC
                  1221 McKinney
                  Suite 3600
                  Houston, TX 77010-2010
                  Tel: 713-223-8400
                  Fax: 713-609-7766

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Metro Bank                  Bank loan               $1,936,100
9600 Bellaire Blvd.,
Suite 252
Houston, TX 77036

Comptroller of Public                               $1,195,000          
Accounts
111 E. 17th Street
Austin, TX 78774-0100

United Central Bank         Bank Loan                 $741,908
8585 Gessner
Houston, TX 77074

TXU Energy                                            $330,000
PO Box 660354
Dallas, TX 75266-0354

Compass Bank                Bank loan                 $226,574

Internal Revenue Service    Taxes                     $512,319
PO Box 660264                                        Collateral:
Dallas, TX 75266                                     1,100,000   
                                                     Unsecured:
                                                      $223,552

Lone Star Tech              Loan                      $200,000

Brother Produce Inc.                                  $172,403

Sysco Food Services                                   $171,594

South Trust Bank                                      $147,984

GMB Consulting                                         $99,096

Ecolab Pest Elimination                                $46,724

Katy ISD                    Taxes                      $33,440

Kingwood Medical Center                                $29,828

FC Market Partners, LP      Landlord's lien            $28,080

J. Scott Douglas                                       $23,073

Friedswood ISD              Taxes                      $21,482

Restaurant Equipment                                   $20,613
Service

Market at Uvalds Corp.      Landlord's lien            $20,531

Weingarten Realty           Landlord's lien            $19,446
Investors, Inc.  


GENSCI REGENERATION: June 30 Net Capital Deficit Narrows to $16M
----------------------------------------------------------------
GenSci Regeneration Sciences Inc. (Toronto: GNS), The
Orthobiologics Technology Company(TM), announced a net loss for
the quarter ended June 30, 2003 of $209,725 compared with a net
loss for the quarter ended June 30, 2002 of $477,877.

The decrease in net loss from the prior year's quarter was
primarily due to the decrease in litigation verdict costs and
related legal fees that was partially offset by the increase in
the Company's research and development investment. Both three-
month periods generated positive income from operations.

The Company reported a net loss for the six months ended June 30,
2003 of $294,135 compared with a net loss for the six months ended
June 30, 2002 of $1,080,979. The decrease in net loss for the six
month period ended June 30, 2003 from the prior year's six month
period was primarily due to decreased litigation verdict costs and
related legal fees. Both six-month periods generated positive
income from operations.

"We are proud to announce another quarter with positive income
from operations," said Douglass Watson, President and CEO. "The
increase in the U.S. dollar second quarter revenue compared to
2002 demonstrates the market place's acceptance of our second
generation products."

Revenues for the quarter ended June 30, 2003 in U.S. dollars were
$5.9 million compared to $5.6 million for the same quarter in
2002, for an increase of 6% in total U.S. dollar revenue. In
Canadian dollars revenues for the quarter ended June 30, 2003 were
$8.3 million compared to $8.8 million for the same quarter in
2002. The 5% decrease in revenues, based on Canadian dollars,
mainly reflects the impact in exchange rates for the U.S. dollar
as compared to the same period in 2002.

Revenues for the six months ended June 30, 2003 in U.S. dollars
were $11.5 million compared to $11.7 million for the same six-
month period in 2002, for a decrease of 2% in total revenue. In
Canadian dollars revenues for the six months ended June 30, 2003
were $16.7 million compared to $18.5 million for the same six-
month period in 2002. The 10% decrease in revenues, based on
Canadian dollars, mainly reflects the change in exchange rates for
the U.S. dollar as compared to the same period in 2002.

GenSci Regeneration Sciences' June 30, 2003 balance sheet shows a
working capital deficit of about $19 million, and a total
shareholders' equity deficit of about $16 million.

The main event of the second quarter was the June 3, 2003
announcement of the intended merger of IsoTis SA (SWX/Euronext
Amsterdam: ISON) with GenSci OrthoBiologics, a wholly owned
subsidiary of GenSci Regeneration Sciences Inc. The companies
expect to issue a joint press release later this week to announce
the publication of the Information Circular in connection to the
merger, and the next steps until the conclusion of the
transaction. In addition, on August 26, 2003 the U.S. Bankruptcy
Court approved the GenSci OrthoBiologics Disclosure Statement and
set the confirmation hearing for the Plan of Reorganization for
October 14, 2003. If the Plan is confirmed on this date, GenSci
OrthoBiologics should effectively exit Chapter 11 by the end of
October 2003.

Financial statements will be available on http://www.sedar.comand  
the Company's Web site http://www.gensciinc.com  

GenSci Regeneration Sciences Inc. has established itself as a
leader in the rapidly growing orthobiologics market, providing
surgeons with biologically based products for bone repair and
regeneration. Its products can either replace or augment
traditional autograft surgical procedures. This permits less
invasive procedures, reduces hospital stays, and improves patient
recovery. Through its subsidiaries, the Company designs,
manufactures, and markets biotechnology-based surgical products
for orthopedics, neurosurgery, and oral maxillofacial surgery.


GENUITY INC: Reports Liquidation Plan's Treatment of BBN Bonds
--------------------------------------------------------------
In April 1987, Genuity Solutions, then known as Bolt Beranek and
Newman, Inc., issued a $86,250,000 aggregate principal amount of
6% Convertible Subordinated Debentures due 2012 -- the BBN Bonds.

The BBN Bonds had substantial prepayments made during their life.
As of the Petition Date only $7,487,000 in principal amount
remained outstanding.  The BBN Bonds are, pursuant to the terms
of their indenture, subordinated to certain other claims against
Genuity Solutions.  As a result, the Plan provides that the BBN
Bonds Trustee will have an Allowed Claim in Class 4 of
$7,782,736, the amount of outstanding principal and interest as
of the Petition Date.  However, the Plan also provides that the
BBN Bonds Trustee will not receive any distribution.

The Plan contains provisions that implement the subordination
provisions of the BBN Bonds Indenture so that amounts are paid
directly over to the beneficiaries of that subordination.

The Plan implements these subordination provisions by defining
"Senior Creditor Claimants," which are the Persons entitled to
the benefits of the contractual subordination of the BBN Bonds.
The Plan specifically identifies those creditors that the Debtors
believe are Senior Creditor Claimants, as well as the amounts of
their Senior Creditor Claims as of the Effective Date -- the Bank
Agent, on behalf of the Bank Lenders, and various other creditors.

A Person who is not a Holder of an Allowed General Unsecured
Claim under any agreement set forth in the Plan may seek treatment
as a Senior Creditor Claimant by filing a statement of the Claim,
including the basis for qualification as a Senior Creditor
Claimant, not later than the 30th day after the Effective Date.  
If the Liquidating Trust, any Senior Creditor Claimant or
beneficial owner of BBN Bonds objects to the proposed treatment of
any Senior Creditor Claimant, the objecting party must file its
objection not later than 60 days after the Effective Date, and the
objection will then be adjudicated in the Bankruptcy Court.

On the Effective Date, the Disbursing Agent will place in a
reserve -- the Senior Creditor Claims Reserve -- the Class B
Beneficial Interests that would have been distributable to the
BBN Bonds Trustee in respect of the BBN Bonds Claim, if not for
the subordination provisions set forth in the BBN Bonds Indenture.

The Disbursing Agent will, as soon as practicable after the date
that objections are due as described:

   -- continue to hold in the Senior Creditor Claims Reserve an   
      amount of Class B Beneficial Interests equal to the Senior
      Claimant Share of the Class B Beneficial Interests that
      would have been distributed in respect of the maximum
      amount of all Contested Senior Creditor Claims; and

   -- distribute to all other Senior Creditor Claimants holding
      Approved Senior Creditor Claims their Senior Claimant Share
      of the other Class B Beneficial Interests in the Senior
      Creditor Claims Reserve.

From time to time, as Contested Senior Creditor Claims are
resolved, Class B Beneficial Interests will be distributed from
Senior Creditor Claims Reserve to the Claimholders, to the extent
the Contested Senior Creditor Claims are determined to be Approved
Senior Creditor Claims, and to the other Senior Creditor Claimants
who hold Approved Senior Creditor Claims, to the extent the
Contested Senior Creditor Claims are determined by Final Order not
to benefit from the subordination provisions.

If at the time of any Cash distribution in respect of the Class B
Beneficial Interests, there are Class B Beneficial Interests in
the Senior Creditor Claims Reserve, then the Cash distributable
in respect of the Class B Beneficial Interests will be held in
the Senior Creditor Claims Reserve for distribution in the same
manner and proportion as the reserved Class B Beneficial
Interests.  All Cash and Class B Beneficial Interests distributed
from the Senior Creditor Claims Reserve that are to be distributed
to the Bank Lenders will be distributed to the Bank Agent for
further distribution to the Bank Lenders in accordance with the
terms of the Bank Credit Agreement. (Genuity Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Laying Off 70 Employees at Colorado Office
-----------------------------------------------------------
In light of its financial difficulties, Global Crossing plans to
shut down its Westminster, Colorado office by the end of the
year, laying off 70 customer service personnel and relocating 30
others.

In a report by the Associated Press on August 28, 2003, Global
Crossing spokeswoman Tisha Kresler relates that the company is
offering relocation at their offices in Phoenix or Montreal.  

The company's Colorado office will continue to operate with 200
employees, mostly in the teleconferencing unit. (Global Crossing
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GMB CONSULTING: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: GMB Consulting, Inc.
        11111 Wilcrest Green,
        Suite 350
        Houston, Texas 77042

Bankruptcy Case No.: 03-42292

Chapter 11 Petition Date: August 29, 2003

Court: Southern District of Texas (Houston)

Judge: Manuel D. Leal

Debtor's Counsel: James B. Jameson, Esq.
                  James B. Jameson & Associates
                  2211 Norfolk
                  Suite 800
                  Houston, TX 77098-4044
                  Tel: 713-807-1705

Total Assets: $3,026,615

Total Debts: $5,300,000

Debtor's 6 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Castle Construction         Trade Debt                 $24,965

K.J. Green Enterprises      Trade Debt                 $24,684

3-D Office                  Trade Debt                 $12,412

J. Scott Douglass, Esq.     Trade Debt                  $6,448

Horizon                     Trade Debt                  $5,460

Collector & Dart            Trade Debt                  $2,645


GOAMERICA INC: Falls Below Nasdaq Continued Listing Standards
-------------------------------------------------------------
GoAmerica, Inc. (Nasdaq: GOAM), a developer and distributor of
wireless data technology, recently received a Nasdaq Staff
Determination indicating that GoAmerica has failed to regain
compliance with the minimum $1.00 closing bid price per share
requirement for continued listing on The Nasdaq SmallCap Market
(as set forth in Nasdaq's Marketplace Rule 4310(c)(4)) and that
GoAmerica's Common Shares are subject to delisting at the opening
of business on Friday, September 5, 2003.

GoAmerica has appealed the Nasdaq Staff Determination and has
requested a hearing before a Nasdaq Listing Qualifications Panel
to review the Staff Determination.  The request automatically
stays the delisting of GoAmerica's Common Stock.  During the
appeal process and until the Panel's ultimate determination,
GoAmerica's Common Stock will continue to be traded on The Nasdaq
SmallCap Market under its current GOAM ticker symbol.  Hearings
with the Panel typically occur within 30 to 45 days of a company's
request. GoAmerica intends to present a plan to the Panel for
achieving and sustaining compliance with the Nasdaq Marketplace
Rules, but there can be no assurance that the Panel will grant
GoAmerica's request for continued listing.

If the planned appeal is unsuccessful, GoAmerica's Common Shares
are expected to be immediately eligible for quotation on the OTC
Bulletin Board, in which event such shares will continue to trade
under the GOAM symbol.

GoAmerica, Inc. is a developer of wireless data technology based
in Hackensack, NJ.  GoAmerica's proprietary Go.Web(TM) technology
enables corporate customers to access remotely corporate databases
and intranets, email and the Internet across a wide variety of
mobile computing and wireless network devices.  Through its
Wireless Internet Connectivity Center and strategic alliances with
companies such as EarthLink, Dell and IBM, GoAmerica offers its
customers comprehensive and flexible mobile data solutions for
wireless Internet access by providing wireless data software,
network services, mobile devices and customer support.  For more
information, visit http://www.goamerica.net

Wynd Communications Corporation, a wholly owned subsidiary of
GoAmerica, Inc., is the nation's leading provider of wireless
telecommunications services for people with hearing loss.  Wynd is
a winner of the California Governor's Award for Excellence in
Universal Design and Technology and has been recognized by both
the Clinton and Bush Administrations for its commitment to
Americans with disabilities.  WyndTell(TM) service can be
purchased through the Deafwireless Superstore(TM) --
http://www.deafsuperstore.com-- or through one of Wynd's  
nationwide network of dealers.  For more information about Wynd
Communications and WyndTell service, visit the Wynd Web site at
http://www.wynd.com

                         *     *     *

                Liquidity and Capital Resources

In its most recent Form 10-Q filing, the Company reported, thus:

"Since our inception, we financed our operations through private
placements of our equity securities and our redeemable
convertible preferred stock, which resulted in aggregate net
proceeds of approximately $18.4 million through December 31,
1999.  During the first quarter of 2000, we issued and sold
648,057 shares of Series B Preferred Stock for net proceeds of  
approximately $24.6 million.  In April 2000, we consummated our
initial public offering of 10,000,000 shares of our common  
stock at a price to the public of $16.00 per share, all of which
were issued and sold for net proceeds of $146.2 million. As
of March 31, 2003, we had $2.8 million in cash and cash
equivalents and a working capital deficit of $2.6 million.

"We have incurred significant operating losses since our
inception and as of March 31, 2003 have an accumulated  deficit
of $259.2 million. During the three months ended March 31,  
2003, we incurred a net loss of $3.0 million and used $3.8
million of cash to fund operating activities. As of March 31,
2003 we had $2.8  million in cash and cash equivalents ($2.0  
million at April 30, 2003), exclusive of $596,000 in restricted
cash supporting certain letters of credit. During 2002 and into
2003, we took steps to reduce our annual payroll by more than
40% and took further actions to reduce sales and marketing  
expenses. In addition, on September 25, 2002, we formed a
comprehensive strategic alliance with EarthLink by entering  
into a series of agreements.  Pursuant to these agreements,  we
may generate revenues from three primary sources, (i) recurring
service revenue; (ii) software revenue; and (iii) activation  
bounties.  The Earthlink agreements also enable us to reduce our
costs of subscriber airtime. Our 2003 operating plan includes  
further  reductions in headcount as well as additional
reductions in sales and marketing  expenditures from levels
incurred during 2002. Additionally,  we are actively working to
renegotiate our long term lease  obligations.  We currently  
anticipate that our available cash resources will be sufficient  
to fund our operating needs for at least the next four months.  
For us to remain in  business  beyond such four month  period,  
we will likely require additional financing.  At this time, we
do not have any bank credit facility or other working capital
credit line under which we may borrow funds for working capital
or other general corporate purposes.  We may not be able to
raise funds on terms favorable to us, or at all. As a result of
these and related considerations, our independent auditors have
issued a going concern opinion in connection with our 2002
financial statements."
    

GREYHOUND LINES: S&P Ups and Removes Junk Ratings from Watch
------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on Greyhound Lines Inc. to 'CCC' from 'CC', and affirmed
its unsecured debt rating at 'CC.' The ratings were removed from
CreditWatch, where they were placed March 21, 2003. The outlook is
developing.

"The rating upgrade follows a review of Greyhound and its
relationship with its parent, Laidlaw International Inc.
(BB/Stable/--), which recently emerged from bankruptcy, as well as
an assessment of Greyhound's operating performance," said Standard
& Poor's credit analyst Betsy Snyder. "Laidlaw does not guarantee
Greyhound's debt and is limited to financial support of Greyhound
of only $15 million," the credit analyst continued.

The ratings on Greyhound reflect its weak business and financial
profiles. Greyhound is, by far, the nation's largest intercity bus
company, providing service to more than 2,600 destinations with a
fleet of approximately 2,900 buses. However, Greyhound has been
facing increasing competition from airlines offering low fares,
automobile travel and, in certain markets, regional bus lines and
trains, a trend expected to continue over the long term. Reduced
travel levels in general since 2001 have also negatively affected
the company. Greyhound's financial profile is very weak and the
company has limited financial flexibility. In 2002, the company
lost $112 million, primarily due to tax benefit reversals of $61
million and a $40 million goodwill impairment charge. The
company's losses have continued in 2003, with a $26 million
operating loss. As a result, its credit ratios have deteriorated
significantly. However, the company has initiated some revenue
enhancement and cost-reduction programs to improve its
profitability, which should result in some improvement in its
credit profile over the intermediate term. While Greyhound's
pension plans were underfunded by $244 million at Dec. 31, 2002,
Laidlaw has agreed to contribute $150 million to fund the
shortfall, of which $50 million of cash has already been
contributed.

If Greyhound's operating performance improves, ratings could be
raised modestly. If its financial difficulties persist, ratings
could be lowered, potentially to 'SD' or 'D' if Greyhound is
unable to provide for full repayment of its obligations.


GUESS? INC: August Retail Sales Climb 22.2% to $41 Million
----------------------------------------------------------
Guess?, Inc. (NYSE: GES) reported that total August retail sales
for the four weeks ended August 30, 2003 were $41.5 million, an
increase of 22.2% from sales of $34.0 million for the four weeks
ended August 31, 2002.  Comparable store sales for the August
period increased 14.5%.

Guess?, Inc. (S&P, BB- Corporate Credit Rating, Negative) designs,
markets, distributes and licenses one of the world's leading
lifestyle collections of contemporary apparel, accessories and
related consumer products.


HAZELMERE GREENHOUSES: Repays All Debts Owed to Former Bank
-----------------------------------------------------------
Agrotech Greenhouses Inc. (TSX-VEN:AGV) announces that the
Company's operating subsidiary, Hazelmere Greenhouses Ltd., has
repaid all indebtedness owing to its former bank.

In connection with the repayment, Hazelmere borrowed $3,200,000
from a private lender and granted security over its operating
assets.

In conjunction with the repayment, Hazelmere completed and filed a
Proposal under the Bankruptcy and Insolvency Act in connection
with the settlement or repayment of its remaining indebtedness.

If the Proposal is approved by Hazelmere's creditors and by the
Court, the trade creditors shall be paid in full and the
bankruptcy proceedings shall be annulled.


HEADLANDS MORTGAGE: Fitch Takes Rating Actions on 5 Securities
--------------------------------------------------------------
Fitch Ratings has affirmed thirteen and upgraded seventeen classes
of Headlands Mortgage Securities Inc. residential mortgage-backed
certificates, as follows:

Headlands Mortgage Securities Inc. mortgage pass-through
certificates, series 1997-5

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AAA';
        -- Class B2 affirmed at 'AAA';
        -- Class B3 affirmed at 'AAA';
        -- Class B4 affirmed at 'AA-';
        -- Class B5 affirmed at 'A-';

Headlands Mortgage Securities Inc., mortgage pass-through
certificates, series 1997-6

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AAA' from 'A';
        -- Class B3 upgraded to 'AA' from 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.

Headlands Mortgage Securities Inc., mortgage pass-through
certificates, series 1998-1

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AAA' from 'A';
        -- Class B3 upgraded to 'AA+' from 'BBB';
        -- Class B4 upgraded to 'BBB+' from 'BB';
        -- Class B5 upgraded to 'BB+' from 'B'.

Headlands Mortgage Securities Inc., mortgage pass-through
certificates, series 1998-2

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AAA' from 'A';
        -- Class B3 upgraded to 'AA' from 'BBB';
        -- Class B4 upgraded to 'A' from 'BB';
        -- Class B5 upgraded to 'BB' from 'B'.

Headlands Mortgage Securities Inc., mortgage pass-through
certificates, series 1998-3

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AA' from 'A';
        -- Class B3 upgraded to 'A' from 'BBB';
        -- Class B4 upgraded to 'BBB' from 'BB';
        -- Class B5 affirmed at 'B'.

These upgrades are being taken as a result of low delinquencies
and losses, as well as increased credit support. The affirmations
indicate credit enhancement consistent with future loss
expectations.


HECLA MINING: Applauds Court Ruling in Coeur D'Alene Basin Trial
----------------------------------------------------------------
United States District Court Judge Edward Lodge ruled "that there
has been an exaggerated overstatement by the Federal Government
and the (Coeur d'Alene) Tribe" of alleged injury to natural
resources in the Coeur d'Alene Basin in northern Idaho, in
response to the first phase of a trial which took place in January
2001.

The judge also said that after listening to 100 witnesses, 78 days
of trial and 16,000 pages of testimony, he believes the
environmental conditions in the Coeur d'Alene Basin have improved
and are improving.

Hecla Mining Company's (NYSE:HL) President and Chief Executive
Officer, Phillips S. Baker, Jr., said, "Overall, we're pleased
with the judge's ruling [Wednes]day. The judge has clearly stated
that the overall natural resource damages are far less serious
than portrayed by the plaintiffs. In addition, he ruled that there
is no joint and several liability for mining companies, that there
is no danger to human health from fish consumption in the area,
and that by far most of the fish and wildlife are in healthy
condition. He also said the U.S. Government is liable for any
environmental impacts from construction of U.S. Interstate 90. The
court also found that there are other impacts to natural resources
besides mining to be considered in the second phase of the trial.
These impacts, such as forest fires, logging, urbanization,
agriculture and other sources will be considered in assessing
responsibility, which is only fair."

The first phase of the trial on the consolidated claims by the
Coeur d'Alene Indian Tribe and United States began in January
2001, and concluded July 2001. In this phase, the Court was asked
to determine the extent of liability for alleged environmental
impacts in the Coeur d'Alene Basin. Judge Lodge found that
although exaggerated, there has been some undetermined damage to
soil, water quality, tundra swans and some fish due to mining over
the past century, and that Hecla's portion of that liability is
31%. Because some liability was determined, a second phase of the
trial will address what impacts occurred and what relief is
appropriate.

Baker said that Hecla is evaluating the ruling and the possibility
of appeal, as well as financial statement impacts, if any. In the
meantime, he says, "This does not materially impact our business.
We have already considered the possibility of a potential
environmental contribution spread over a long period of time.
Although we do not know exactly what that contribution will be at
this point, I am confident it will be manageable, and am actually
encouraged to note that it may be less than was originally
claimed."

The lawsuit claimed that historic mining activity resulted in
environmental impacts within the Coeur d'Alene River Basin in
northern Idaho. Hecla, along with several other parties, was
originally named in the lawsuit. All other defendants, except
Hecla and Asarco, have gone bankrupt or settled out of the
lawsuit.

Baker said, "While we encourage our shareholders and interested
parties to read the judge's full opinion, we have attached a
portion of his introduction of the case which provides a context
for his decision." The full text of the opinion can be found on
the website www.id.uscourts.gov under New Announcements - Judge
Issues Order on ASARCO Case. Following is an excerpt from the
judge's introductory comments on the case:

"After listening to approximately 100 witnesses, 78 days of trial
and having reviewed 8,695 exhibits and over 16,000 pages of
testimony, it is the judgment of this Court that while CERCLA was
enacted to protect and preserve public health and the environment
by facilitating the expeditious and efficient cleanup of hazardous
waste sites, the conditions in the Coeur d'Alene Basin have and
are improving through the joint efforts of the EPA, the Tribe, the
State of Idaho, the private sector (including the land owners) and
through the natural recovery of mother nature. The liability of
certain responsible parties including Hecla and Asarco is evident,
but the Defendants are correct when they argue that there has been
an exaggerated overstatement by the Federal Government and the
Tribe of the conditions that exist and the source of the alleged
injury to natural resources."

"To put this case in proper perspective, one has to review the
history of over 100 years of mining in the Coeur d'Alene Basin,
what efforts were made to deal with the problems as they became
evident, what direction the Courts and the State of Idaho
legislature gave to interested parties, what contributions, if
any, the Federal Government and the Tribe made to the conditions,
how urbanization, forest fires and floods also impacted the
environment, how settlements between certain parties may have
changed the landscape and what are the observations and
experiences of the people who live in the Coeur d'Alene Basin
today."

"The industrial revolution has given way to the environmental
revolution. In the 1960s, this country began to recognize the
importance of taking steps to protect the environment and to
curtail or limit the impact of mining for metals necessary for
society. It is undisputed that the mining companies in the Silver
Valley were impounding their mine tailings by 1968. CERCLA was
passed in 1980 and seeks to hold the mining companies liable for
many acts that were taken prior to the existence of the statute.
The mining companies have attempted to comply with the applicable
environmental regulations to minimize the impact of mining.
Testimony establishes the Defendants Asarco and Hecla followed the
evolving commonly accepted mining practices of the day and even
took steps beyond what was required to limit the impact to the
environment. Many of these steps were approved by the trial and
appellate courts. The economic livelihood provided by mining in
the Silver Valley cannot be ignored when considering the legal
issues before the Court. Mining provided jobs and materials needed
both in times of peace and war."

Hecla Mining Company (S&P, CCC+ Corporate Credit Rating,
Positive), headquartered in Coeur d'Alene, Idaho, mines and
processes silver and gold in the United States, Venezuela and
Mexico. A 112-year-old company, Hecla has long been well known in
the mining world and financial markets as a quality silver and
gold producer. Hecla's common and preferred shares are traded on
the New York Stock Exchange under the symbols HL and HL-PrB.


IMMTECH INTERNATIONAL: Issuing 3.7M Shares via Public Offering
--------------------------------------------------------------
Immtech International, Inc. is offering 3,748,998 shares of its
common stock in a public offering.  

The Company may, from time to time offer, subject to American
Stock Exchange LLC rules, 1,500,000 shares for its own account and
the stockholders named under the caption "Selling Stockholders"
(in the Company's prepared Prospectus) may from time to time offer
and sell up to an additional 2,248,998 shares of the Company's
common stock.

The shares may be sold in transactions occurring either on or off
the AMEX at prevailing market prices or at negotiated prices.
Sales may be made through brokers or through dealers, who are
expected to receive customary commissions or discounts. Immtech
will receive no proceeds from the sale of shares sold by Selling
Stockholders under the Prospectus. No period of time has been
fixed within which the shares registered under the Prospectus may
be offered or sold. Immtech's obligation to keep the Registration
Statement of which the Prospectus is a part effective expires as
to 60,000 of the Selling Stockholders' shares on January 6, 2004,
770,000 shares on March 20, 2004, 667,144 shares on June 6, 2003,
41,854 shares on June 9, 2003, 610,000 shares on July 16, 2004 and
100,000 shares on July 25, 2003 or sooner if all Selling
Stockholders' shares are sold.

The Company's common atock is traded on the AMEX under the symbol
"IMM". The last reported sale price of its common stock on August
25, 2003 was $18.01. The address of the Company's principal
executive offices is 150 Fairway Drive, Suite 150, Vernon Hills,
Illinois 60061, and the telephone numbers are (847) 573-0033 or
toll free (877) 898-8038.

Immtech International, Inc. is a pharmaceutical company focused on
the commercialization of oral treatments for infectious diseases
such as pneumonia, fungal infections, malaria, tuberculosis,
hepatitis and tropical diseases such as African sleeping sickness
and Leishmania.  The Company has worldwide, exclusive rights to
commercialize a dicationic pharmaceutical platform from which a
pipeline of products may be developed to target large, global
markets.  For further information, visit Immtech's Web site at
http://www.immtech.biz  

                           *   *   *

As previously reported, since inception, the Company has incurred
accumulated losses of approximately $41,466,000. Management
expects the Company to continue to incur significant losses during
the next several years as the Company continues its research and
development activities and clinical trial efforts.  There can be
no assurance that the Company's continued research will lead to
the development of commercially viable products.  Immtech's
operations to date have consumed substantial amounts of cash.  The
negative cash flow from operations is expected to continue in the
foreseeable future. The Company will require substantial funds to
conduct research and development, laboratory and clinical testing
and to manufacture (or have manufactured) and market (or have
marketed) its product candidates.

Immtech's working capital is not sufficient to fund the Company's
operations through the commercialization of one or more products
yielding sufficient revenues to support the Company's operations;
therefore, the Company will need to raise additional funds. The
Company believes its existing unrestricted cash and cash
equivalents and the grants the Company has received or has been
awarded and is awaiting disbursement of, will be sufficient to
meet the Company's planned expenditures through July 2003,
although there can be no assurance the Company will not require
additional funds. These factors, among others, indicate that the
Company may be unable to continue as a going concern.

The Company's ability to continue as a going concern is dependent
upon its ability to generate sufficient funds to meet its
obligations as they become due and, ultimately, to obtain
profitable operations. Management's plans for the forthcoming
year, in addition to normal operations, include continuing their
efforts to obtain additional equity and/or debt financing, obtain
additional grants and enter into various research, development and
commercialization agreements with other entities.


IMP INC: Hires Stonefield Josephson as New Independent Auditors
---------------------------------------------------------------
On August 20, 2003, IMP, Inc., a Delaware corporation engaged
Stonefield Josephson, Inc. as the Company's independent certified
public accountants to replace BDO Seidman, LLP who resigned as the
Company's auditors effective June 26, 2003.  

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

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


INNSUITES HOSPITALITY: Fully Retires Bank Line of Credit Debt
-------------------------------------------------------------
InnSuites Hospitality Trust (Amex: IHT) InnSuites Hospitality
Trust recently paid off its bank line of credit. This was
facilitated by the sale of its Flagstaff hotel on August 21, 2003
and the sale of its Scottsdale hotel on March 21, 2003.

In addition, the Trust received notice from the American Stock
Exchange staff indicating that the Trust failed to meet certain of
AMEX's continued listing standards as set forth in Section 1003(a)
of the AMEX Company Guide. The Trust was given the opportunity to
submit a plan to return to compliance with those continued listing
standards.

On August 26, 2003, AMEX notified the Trust that it had accepted
its plan and granted the Trust an extension of time to regain
compliance with the continued listing standards. The Trust will be
subject to periodic review by AMEX staff during this 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 Trust being delisted
from AMEX.

The Trust became non-compliant with the AMEX's listing
requirements due to losses incurred in the most recent fiscal
years. These losses were increased by the terrorist attacks on
September 11, 2001, the war in Iraq during the spring of 2003, as
well as a general slowdown in the economy and travel.

The Trust has taken steps to reduce expenses and increase sales,
which has positioned the Trust to improve its operating results as
the travel industry recovers. The Trust has sold its Flagstaff and
Scottsdale, Arizona properties, eliminating operating losses in
the future and reducing the Trust's debt by over $5.8 million and,
therefore, reducing interest expense. In addition, the Trust has
increased its ownership in RRF Limited Partnership from 13.6% in
fiscal year 1999 to 51% in fiscal year 2004, increasing its share
of the Partnership's substantial equity and as a result increasing
Trust equity.

The Trust currently has its San Diego and Buena Park, California
properties in escrow to be sold, for $9.6 million and $6.7
million, respectively. These sales are expected to result in
significant increases in the Trust's cash flow, earnings and
equity.

Sale of assets, certain equity raising activities, and bringing
outside services in-house are expected to benefit the Trust's
financial position and results of operations during the coming
fiscal years. The Trust expects to regain compliance with the
Exchange's listing requirements within the next twelve to eighteen
months.

InnSuites Hospitality Trust -- whose April 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $1 million --
is a mid-market studio and two-room suite hospitality real estate
investment trust with 9 moderate service and full service hotels
containing 1,419 hotel suites located in Arizona, New Mexico and
Southern California. For investor information, visit
http://www.innsuitestrust.com


ISLE OF CAPRI: Names Jose Oakley GM of Natchez, Miss. Property
--------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) has promoted Jose
Oakley as general manager of the company's Natchez, Mississippi
property.

Oakley, who has more than 20 years in the gaming industry, joined
the company in 1994 as a casino shift manager for the Isle-Bossier
City.  He also served as senior shift manager and director of
casino games.  In 1997, Oakley was promoted to senior director of
operations for the Isle-Vicksburg.  Oakley holds a bachelor's of
science in criminal justice from Trenton State College in Trenton
New Jersey and is a native of Pleasantville, New Jersey.

Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating,
Stable) owns and operates 15 riverboat, dockside and land-based
casinos at 14 locations, including Biloxi, Vicksburg, Lula and
Natchez, Mississippi; Bossier City and Lake Charles (two
riverboats), Louisiana; Black Hawk (two land-based casinos) and
Cripple Creek, Colorado; Bettendorf, Davenport and Marquette,
Iowa; and Kansas City and Boonville, Missouri. The company also
operates Pompano Park Harness Racing Track in Pompano Beach,
Florida.


JONES LEGACY 3: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jones Legacy 3, LLC
        8101 Lenora
        Houston, Texas 77061

Bankruptcy Case No.: 03-42637

Chapter 11 Petition Date: September 2, 2003

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Jim D. Hamilton, Esq.
                  Ross Banks May Cron & Cavin, PC
                  2 Riverway
                  Suite 700
                  Houston, TX 77056-1918
                  Tel: 713-626-1200

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


KB HOME: Report Preliminary Third Quarter 2003 Net Orders
---------------------------------------------------------
KB Home (NYSE: KBH) released preliminary net orders for the three
months and nine months ended August 31, 2003.  Presented below is
preliminary net order information along with year-over-year
percent changes.

                  Three Months Ended            Nine Months Ended
                  August 31, 2003               August 31, 2003
               Net Orders  % Change        Net Orders     % Change
               ----------  --------        ----------     --------
West Coast       1,410        1.7%           4,663         -6.3%
Southwest        1,913       13.9            5,882         24.8
Central          1,913      -14.4            5,889        -15.9
Southeast        1,134      461.4            2,904        463.9
Total U.S.       6,370       15.7           19,338         12.4
France             954       17.1            2,932          6.8

Total            7,324       15.9%          22,270         11.6%

Unconsolidated
     JVs           136      151.9%             394        137.3%

KB Home (Fitch, BB- Senior Subordinated and BB+ Senior Unsecured
Debt Ratings, Stable) is one of America's largest homebuilders
with domestic operating divisions in the following regions and
states: West Coast -- California; Southwest -- Arizona, Nevada and
New Mexico; Central -- Colorado and Texas; and Southeast --
Florida, Georgia and North Carolina.  Kaufman & Broad S.A., the
Company's majority-owned subsidiary, is one of the largest
homebuilders in France.  In fiscal 2002, the Company delivered
25,565 homes in the United States and France.  It also operates KB
Home Mortgage Company, a full-service mortgage company for the
convenience of its buyers.  Founded in 1957, KB Home is a Fortune
500 company listed on the New York Stock Exchange under the ticker
symbol "KBH."  For more information about any of KB Home's new
home communities, visit the Company's Web site at
http://www.kbhome.com


KEYSTONE CONSOLIDATED: Annual Shareholders' Meeting on October 2
----------------------------------------------------------------
The Annual Meeting of Stockholders of Keystone Consolidated
Industries, Inc., a Delaware corporation, will be held on
Thursday, October 2, 2003, at 10:00 a.m., local time, at the
offices of Keystone at 5430 LBJ Freeway, Suite 1740, Dallas,
Texas, for the following purposes:

         (1) To elect three directors each to serve until
             Keystone's 2006 annual meeting of stockholders (or
             the 2004 annual meeting of stockholders if Proposal 2
             to the Annual Meeting is approved) and until their
             successors are duly elected and qualified;

         (2) To approve a proposal to amend Keystone's Restated
             Certificate of Incorporation to eliminate
             classification of Keystone's Board of Directors;

         (3) To approve a proposal to amend Keystone's Restated
             Certificate of Incorporation to increase the total
             number of authorized shares of Keystone common stock,
             par value $1.00 per share, from 12,000,000 shares to
             27,000,000 shares; and

         (4) To transact such other business as may properly come
             before the meeting or any adjournment or postponement
             thereof.

The Board of Directors has fixed the close of business on
August 8, 2003, as the record date for determining the
stockholders entitled to notice of and to vote at the Annual
Meeting.

The company is a leading manufacturer and distributor of fencing
and wire products, carbon steel rod, industrial wire, nails and
construction products for the agricultural, industrial,
construction, original equipment markets and the retail consumer.
Keystone is traded on the New York Stock Exchange under the symbol
KES.

                          *    *    *

                     Negative Working Capital

At March 31, 2003 Keystone had negative working capital of $77.1
million, including $2.6 million of notes payable and current
maturities of long-term debt, $30.3 million of long-term debt
classified as current as a result of the Company's failure to
comply with certain financial covenants in the Keystone Revolver
as well as outstanding borrowings under the Company's revolving
credit facilities of $43.6 million.  The amount of available
borrowings under these revolving credit facilities is based on
formula-determined amounts of trade receivables and inventories,
less the amount of outstanding letters of credit.

At March 31, 2003, unused credit available for borrowing under
Keystone's $45 million revolving credit facility, which expires in
March 2005, EWP's $7 million revolving credit facility, which
expires in June 2004 and Garden Zone's $4 million revolving credit
facility, which expired in May 2003, were $6.5 million, $1.7
million, and  $324,000, respectively.  The Keystone Revolver
requires daily cash receipts be used to reduce outstanding
borrowings, which results in the Company maintaining zero cash
balances when there are balances outstanding under this credit
facility.  Keystone currently intends to renew or replace the
Garden Zone Revolver upon its maturity in May 2003. A wholly-owned
subsidiary of Contran has agreed to loan Keystone up to an
aggregate of $6 million under the terms of a revolving credit
facility that matures on June 30, 2003.  Through May 15, 2003, the
Company had not borrowed any amounts under such facility.

At March 31, 2003, the Company's financial statements reflected
accrued liabilities of $15.0 million for estimated remediation
costs for those environmental matters which Keystone believes are
reasonably estimable. Although the Company has established an
accrual for estimated future required environmental remediation
costs, there is no assurance regarding the ultimate cost of
remedial measures that might eventually be required by
environmental authorities or that additional environmental
hazards, requiring further remedial expenditures, might not be
asserted by such authorities or private parties.

Accordingly, the costs of remedial measures may exceed the amounts
accrued. Keystone believes it is not possible to estimate the
range of costs for certain sites. The upper end of range of
reasonably possible costs to Keystone for sites for which the
Company believes it is possible to estimate costs is approximately
$20.6 million.

                      Financial Covenant Breach

At March 31, 2003, Keystone was not in compliance with certain
financial covenants included in the Keystone Revolver.  Under the
terms of the Keystone Revolver, failure to comply with these
covenants is considered an event of default and gives the lender
the right to accelerate the maturity of both the Keystone Revolver
and the Keystone Term Loan.  The Company is currently negotiating
with the Keystone Revolver and Keystone Term Loan lender to obtain
waivers of such financial covenants or otherwise amend the
respective loan agreements to cure the defaults.  There can be no
assurance Keystone will be successful in obtaining such waivers or
amendments, and if Keystone is unsuccessful, there is no assurance
the Company would have the liquidity or other financial resources
sufficient to repay the Keystone Revolver and the Keystone Term
Loan if such indebtedness is accelerated.

The indenture governing Keystone's 8% Notes provides the holders
of such Notes with the right to accelerate the maturity of the
Notes in the event of a default by Keystone with respect to any of
the Company's other secured debt. However, the Notes cannot be
accelerated through December 31, 2003 because Keystone has
obtained a consent from holders of more than 67% of the principal
amount of the 8% Notes to forebear remedies available to them
solely as a result of the Company's failure to comply with the
financial covenants in the Keystone Revolver through such date.
There can be no assurance Keystone will be in compliance with such
financial covenants subsequent to December 31, 2003.

If Keystone is not in compliance with such financial covenants
subsequent to December 31, 2003, there is no assurance Keystone
would be successful in obtaining an extended agreement to forebear
from a sufficient amount of holders of the 8% Notes, and if
Keystone is unsuccessful, there is no assurance Keystone would
have the liquidity or other financial resources sufficient to
repay the 8% Notes if they were accelerated.

Management currently believes cash flows from operations together
with funds available under the Company's credit facilities will be
sufficient to fund the anticipated needs of the Company's
operations and capital improvements for the year ending December
31, 2003.  This belief is based upon management's assessment of
various financial and operational factors, including, but not
limited to, assumptions relating to product shipments, product mix
and selling prices, production schedules, productivity rates, raw
materials, electricity, labor, employee benefits and other fixed
and variable costs, interest rates, repayments of long-term debt,
capital expenditures, and available borrowings under the Company's
credit facilities.  However, there are many factors that could
cause actual future results to differ materially from management's
current assessment, and actual results could differ materially
from those forecasted or expected and materially adversely affect
the future liquidity, financial condition and results of
operations of the Company. Additionally, significant declines in
the Company's end-user markets or market share, the inability to
maintain satisfactory billet and wire rod production levels, or
other unanticipated costs, if significant, could result in a need
for funds greater than the Company currently has available.  There
can be no assurance the Company would be able to obtain an
adequate amount of additional financing.


LENNAR CORP: Posts 22% Increase in Q3 2003 New Home Orders
----------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B) announced preliminary new
home orders by region for the three and nine months ended
August 31, 2003 as presented below:

                  Three Months Ended         Nine Months Ended
                       August 31,                 August 31,
                  2003   2002  Change        2003    2002  Change
                  ----   ----  ------        ----    ----  ------
     East         3,055  2,698   13%        9,051   8,010    13%
     Central      2,502  1,854   35%        7,411   5,526    34%
     West         3,668  3,025   21%        9,272   8,306    12%
      Total       9,225  7,577   22%       25,734  21,842    18%

Of the new home orders listed above, 253 and 1,168 new home orders
relate to unconsolidated partnerships for the three and nine
months ended August 31, 2003, respectively, compared to 201 and
554 new home orders in the same periods last year.

Lennar's market regions consist primarily of the following states:
East: Florida, Maryland, Virginia, New Jersey, North Carolina and
South Carolina. Central: Texas, Illinois and Minnesota. West:
California, Colorado, Arizona and Nevada.

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner, the
Company includes the following brand names: Lennar Homes, U.S.
Home, Greystone Homes, Village Builders, Renaissance Homes, Orrin
Thompson Homes, Lundgren Bros., Winncrest Homes, Sunstar
Communities, Don Galloway Homes, Patriot Homes, NuHome, Barry
Andrews Homes, Concord Homes, Summit Homes, Cambridge Homes,
Seppala Homes, Coleman Homes, Genesee and Rutenberg Homes.  The
Company's active adult communities are primarily marketed under
the Heritage and Greenbriar brand names.  Lennar's Financial
Services Division provides mortgage financing, title insurance,
closing services and insurance agency services for both buyers of
the Company's homes and others.  Its Strategic Technologies
Division provides high-speed Internet access, cable television and
alarm installation and monitoring services to residents of the
Company's communities and others. For more information on the
Company, visit http://www.lennar.com

                         *     *     *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Lennar Corp., to 'BBB-' from 'BB+'. At the same
time, ratings are raised on approximately $2.185 billion senior
debt, including bank lines, and on $254 million subordinated
debt. The company's outlook is revised to stable from positive.

The ratings and outlook acknowledge Lennar's solid market
position, highly profitable operations, successful track record
of integrating acquisitions, and sound financial risk profile.
These credit strengths, coupled with management's discipline
with regard to debt leverage, should enable Lennar to perform
solidly even if housing demand does soften.

                         RAISED RATINGS

                          Lennar Corp.

                                     Ratings
                              To              From
                              --              ----
     Corporate credit         BBB-/Stable     BB+/Positive
     $2.185 bil. sr debt      BBB-            BB+
     $254.19 mil. sub debt    BB+             BB-

                         U.S. Homes Corp.

                                     Ratings
                              To              From
                              --              ----
     Corporate credit         BBB-            BB+
     $2.181 mil. sr debt      BBB-            BB+
     $6.187 mil. sub debt     BB+             BB-


LOUIS FREY: Wants to Hire Feder Kaszovitz as Bankruptcy Counsel
---------------------------------------------------------------
Louis Frey Company, Inc., formerly known as Perform.com, Inc., is
seeking permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Feder, Kaszovitz, Isaacson, Weber,
Skala, Bass & Rhine LLP as counsel.

The professional services that the Feder Kaszovitz will render
include:

     a) providing legal advice with respect to the powers and
        duties of the Debtor as debtor-in-possession in the
        management of its property and the operation of its
        business;

     b) representing the Debtor before the Bankruptcy Court and
        hearings on matters pertaining to its affairs as debtor-
        in-possession including prosecuting and defending
        adversary proceedings and contested matters that may
        arise during this Chapter 11 case;

     c) advising and assisting the Debtor in the negotiation and
        preparation of a plan of reorganization with its
        creditors;

     d) preparing necessary or desirable applications, answers,
        orders, reports, documents and other required legal
        papers for and on behalf of the Debtor; and

     e) performing such other legal services for the Debtor
        which may be desirable and necessary.

The Debtor desires to employ the Feder Kaszovitz under a general
retainer because of the diverse legal services that are likely to
be required.

The Debtor wants to employ Feder Kaszovitz its usual hourly rates
and reimburse it for its reasonable out-of-pocket expenses,
charges and disbursements.

The Debtor reports that it has paid a retaining fee to the Feder
Kaszovitz as general counsel in the amount of $50,000 and it has
advanced disbursements in the amount of $2,000 including the fee
required for the filing of the original petition in the amount of
$830.  However, Ronald S. Itzler, Esq., a member of the law firm
of Feder Kaszovitz did not disclose with the Court the hourly
rates that his firm will charge to the Debtor.

Louis Frey Company, Inc., headquartered in New York, New York is
in the business of reproduction of blueprints and services the
architectural, engineering and construction industries.  The
Company filed for chapter 11 protection on August 22, 2003 (Bankr.
S.D.N.Y Case No. 03-15297).  Ronald S. Itzler, Esq., at Feder,
Kaszovitz, Isaacson, Weber, Skala & Bass LLP represents the Debtor
in its restructuring efforts.  As of March 31, 2003, the Company
listed $11,140,946 in assets and $7,538,365 in debts.


LTV CORP: Court Approves $29MM Environmental Claims Settlement
--------------------------------------------------------------
On behalf of PA Governor Edward G. Rendell, Pennsylvania
Department of Environmental Protection Secretary Kathleen A.
McGinty announced that a U.S. bankruptcy court in Ohio has
approved a $29 million cash settlement to resolve numerous
environmental claims against LTV, including its obligation to
provide for mine drainage treatment, land reclamation and
environmental cleanup work in Pennsylvania.

The agreement involves LTV Steel Co. Inc., Travelers Casualty and
Surety Co., DEP, the U.S. Environmental Protection Agency (EPA)
and other governmental agencies.

Pennsylvania will place roughly $25 million into a trust fund as a
result of this settlement, which also involves Ohio and Indiana
and the city of Chicago. The funds will be used to treat polluted
mine drainage, reclaim mine lands and perform other environmental
cleanup activities at LTV's five coal mining facilities and three
steel manufacturing facilities in southwestern Pennsylvania.

"This is a landmark settlement that ensures the availability of a
significant portion of the funds necessary to meet LTV Steel's
legal obligation to treat polluted mine drainage and prevent the
discharge of harmful pollution into local watersheds," said
Secretary McGinty, who made the announcement at LTV's Banning Mine
site in Rostraver Township, Westmoreland County. "This is a
tremendous victory for both the environment and the health and
safety of those Pennsylvanians who live near these sites."

In addition, the trust will include title to several thousand
acres of land, including the property where the treatment
facilities and coal refuse disposal areas are located. This will
secure access to the treatment facilities and disposal areas. The
funds and title to the land will remain in the trust until options
for a long-term trust fund are fully evaluated. Placing the funds
and property into a long-term trust will generate a steady stream
of income to fund the treatment activities.

"We are in communication with both the Department of Banking and
the Department of Community and Economic Development as to the
most appropriate course of action for the establishment of the
long-term trust fund," Secretary McGinty said. "We intend to see
that the funds and the property are handled in such a way as to
ensure the environmental issues are properly addressed."

The long-closed LTV mining facilities include three underground
coal mines, two coal refuse disposal areas (one of which is
already reclaimed) and three steel manufacturing facilities. The
mines and coal refuse piles include: Banning Mine in Rostraver and
South Huntingdon townships, Westmoreland County; Clyde Mine in
East Bethlehem Township, Washington County; Russellton Mine and a
coal refuse pile (which is already reclaimed and discharging water
back into the Russellton Mine) in West Deer Township, Allegheny
County; and the Nemacolin coal refuse pile in Nemacolin, Greene
County.

At each of the three underground mines, groundwater accumulates in
the underground mine workings to form mine pools. The water then
becomes polluted, and if allowed to rise unchecked, the pressure
of these pools can cause sudden and intense breakouts of mine
drainage on the surface. The runoff from the two refuse piles is
currently being treated. However, if treatment stopped, the runoff
would pollute waterways and threaten public water supplies.

In order to prevent breakouts and contaminated runoff from
occurring, LTV has continuously pumped water from each mine pool
and collected water runoff from the refuse piles for decades.
Collectively, at the five mining sites, LTV pumps or collects and
treats about 13.5 million gallons of mine drainage daily at a cost
of about $2 million a year.

The continuation of these treatment activities was threatened when
LTV filed for bankruptcy in October 2000 and then announced in
November 2001 that it would liquidate the company by the end of
the following year. In March 2002, DEP ordered LTV to address
water treatment and land reclamation obligations, effectively
asserting claims against the company's assets. LTV's bankruptcy is
the most complex ever by a deep mine operator in Pennsylvania.

LTV ceased operations at its mine water pumping and treatment
facilities on Sept. 1, and the Clean Streams Foundation Inc., a
private nonprofit organization, will assume responsibility for
these operations until roughly the end of 2004. To accomplish
this, the Clean Streams Foundation will use a $2 million trust
fund established last year by DEP to guarantee that there will be
no interruption in the pumping and treatment operations until a
final settlement was reached with LTV securing additional funds.

Once the agreement with Clean Streams Foundation ends in 2004, the
Commonwealth hopes to have established a long-term trust and
arrangements to continue the water treatment at the five sites.

Pennsylvania will use the majority of its share of the cash
settlement to treat the polluted mine drainage at the company's
facilities, thus preventing the discharge of harmful pollution
into local watersheds.

For more on mining and reclamation, visit DEP through the PA
PowerPort at http://www.state.pa.usKeyword "DEP Mining and  
Reclamation."


LTV CORP: Copperweld Wins Nod to Hire WCSR as Exit Loan Counsel
---------------------------------------------------------------
The Copperweld Debtors obtained permission from the Court to
employ the law firm of Womble Carlyle Sandridge & Rice PLLC as
special counsel to advise Copperweld with regard to the structure
and terms of a take-out facility for Copperweld's DIP Facility.

The LTV Corporation Debtors currently have financial obligations
over $200,000,000 due under the Senior Secured Superpriority
Debtor-in-Possession Credit Agreement dated as of May 16, 2002.
General Electric Credit Corporation, the lead lender on the DIP
Facility, heads a syndicate of lenders.

Under the terms of the DIP Facility, as well as the terms of the
underlying loan document for the DIP Facility, Copperweld must
secure additional capital sufficient to liquidate the DIP
Facility, according to its terms, on the Effective Date, as that
date may be defined by any plan of reorganization that Copperweld
may confirm in its Chapter 11 case.

                         WCSR Services

Copperweld anticipates that WCSR will provide advice and services
in connection with the negotiation of the structure, terms and
conditions of the take-out facility, as well as assist with the
closing and implementation of that facility, including:

       (a) reviewing the documents associated with the existing
           DIP Facility in order to advise Copperweld regarding
           the specific terms and conditions under which the DIP
           Facility must be repaid and liquidated;

       (b) advising and assisting Copperweld with regard to the
           implications and obligations inherent in certain
           forms of potential credit facilities that may be used
           as part of the overall take-out facility;

       (c) drafting and reviewing all of the documentation
           necessary to evidence and implement the take-out
           facility;

       (d) preparing, reviewing and processing all documentation
           necessary to secure repayment of the take-out
           facility through liens and encumbrances against the
           assets of the post-confirmation Copperweld;

       (e) providing Copperweld with a review of the proposed
           terms and conditions of any proposed take-out
           facility in order to determine if the terms and
           conditions are competitive within the market for
           debt facilities to other similarly situated
           borrowers; and

       (f) advising Copperweld on the impact of Copperweld's
           proposed plan of reorganization, and the
           confirmation process, on the take-out facility.

                         WCSR Compensation

WCSR intends to charge a flat hourly rate for each professional,
depending on the level of experience required for the applicable
tasks.

The firm's specific professional levels and hourly billing rates
are:

                     Members            $300 - 500
                     Associates          150 - 290
                     Paralegals           75 - 150
(LTV Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MAGNESIUM CORP: Lee Buchwald Says Convert to Chapter 7 Liquidation
------------------------------------------------------------------
Creditors' only reasonable path to a recovery on their claims is
through prosecution of a lawsuit by the estate against The Renco
Group, Inc., Chairman and CEO Ira Leon Rennert, various trusts,
and others, Lee Buchwald, serving as the Chapter 11 Trustee for
Magnesium Corporation of America and Renco Metals, Inc., tells
Judge Gerber.  The Debtors' estate are insolvent, confirmation of
a chapter 11 plan is impossible, and the most efficient way to
prosecute that lawsuit is in a chapter 7 liquidation proceeding.  

Accordingly, Mr. Buchwald urges the Court to convert the Debtors'
chapter 11 cases to chapter 7 liquidation proceedings.  Mr.
Buchwald was appointed as the Chapter 11 Trustee to oversee the
Debtors' estates at the behest of an Ad Hoc Committee of Senior
Noteholders.  The 11-1/2% MagCorp Noteholders argued that because
Ira Rennert is a primary target of possible avoidance actions and
other claims that debilitating conflict of interest made it
certain the estate's valuable causes of actions would not be
pursued absent an independent chapter 11 trustee.  Janice Grubin,
Esq., at Golenbock, Eseman, Assor, Bell & Peskoe, represents the
Ad Hoc Committee of Senior Noteholders.

Lee E. Buchwald is the President and sole owner of Buchwald
Capital Advisors, LLC, an investment banking firm specializing
in financial restructuring advisory services.  Prior to founding
his own company, Mr. Buchwald was a Managing Director of Chanin
Capital Partners and Corporate Finance Managing Director at
Rothschild Inc.  Mr. Buchwald has 20 years experience as an
investment banker and financial advisor in restructurings.

Magnesium Corporation of America, a unit of Renco Group Inc., was
the largest single producer of magnesium in the United States.  
The Company filed for chapter 11 protection on August 2, 2001
(Bankr. S.D.N.Y. Case No. 01-14312).  The Debtors sold
substantially all of their assets to U.S. Magnesium, LLC, in a
Sec. 363 Asset Sale Transaction.  Joseph H. Smolisky, Esq.,
at Chadbourne & Parke, LLP represents the Debtors.  When the
Company filed for protection from its creditors, it listed debts
and assets of over $100 million in their petition.


MATLACK SYSTEMS: Ch. 7 Trustee Hires Cross as Conflicts Counsel
---------------------------------------------------------------
Gary F. Seitz, Esq., the Chapter 7 Trustee of the estates of
Matlack Systems, Inc., and debtor-affiliates, is seeking approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ and retain Cross & Associates, LLC as his Special Conflicts
Counsel, nunc pro tunc to July 31, 2003.

Richard H. Cross, Jr., has advised the Chapter 7 Trustee that
neither Cross nor any director, counsel or associate either:

     (i) holds an adverse interest in connection with the
         Debtors' cases; or

    (ii) represents any other entity having an adverse interest
         in connection with the Debtors' cases.

The Chapter 7 Trustee chooses Cross because of its attorneys'
experience and knowledge, and because of the lack of any conflict
of interest.

In connection with its retention as the Chapter 7 Trustee's
special conflict counsel, Cross will render services necessary in
the prosecution of adversary proceedings or other matters or
proceedings where The Bayard Firm may have a potential conflict or
actual conflict. The Chapter 7 Trustee and his retained
professionals intend to work closely with Cross to ensure that
there is no unnecessary duplication of services performed or
charged to the Debtors' estates.

The Chapter 7 Trustee requests the Court that Cross be compensated
for prosecution of any cause of action brought pursuant to
sections 547 and 550 of the Bankruptcy Code on a 20% contingency
basis plus reimbursement of the reasonable and necessary costs and
expenses associated therewith.  Cross will seek its standard
hourly compensation for the prosecution of all other causes of
action brought under any other section of chapter 5 of the
Bankruptcy Code.

Cross has advised the Chapter 7 Trustee that its hourly rates
range from:

          directors                $170 to $220 per hour
          associates               $140 to $190 per hour
          paralegals and
            paralegal assistants   $70 to $90 per hour

Before filing for chapter 11 protection, Matlack Systems, Inc.,
North America's No. 3 tank truck company, provides liquid and dry
bulk transportation, primarily for the chemicals industry. The
Debtors converted their chapter 11 cases to cases under Chapter 7
Liquidation of the Bankruptcy Court on October 18, 2002 (Bankr.
Del. Case No. 01-1114).  Richard Scott Cobb, Esq., at Klett Rooney
Lieber & Schorling represents the Debtors as they wind up their
assets.  Charlene D. Davis, Esq., and Daniel K. Astin, Esq., at
The Bayard Firm serves as the Chapter 7 Trustee's attorneys.


MCMS: Committee Retains Parente Randolph as Special Accountants
---------------------------------------------------------------
The duly-appointed Official Committee of Unsecured Creditors of
MCMS, Inc.'s chapter 11 cases seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to retain Parente
Randolph, LLC as its Special Accountants and Financial Advisors.

The Committee has determined that it would be in its best interest
to retain special accountants and financial advisors in this
Chapter 11 case and desires to employ the services of Parente
Randolph to assist it and its counsel in the investigation of the
Debtors' financial affairs, more specifically, an investigation of
potential Chapter 5 avoidance actions, and provide other
accounting, financial advisory and valuation services as may be
necessary and beneficial to the Committee and the unsecured
creditors.

The professional services that the Committee may request Parente
to perform include:

     a) assisting the Committee in analyzing the financial
        position of the Debtors including the books and records
        of the Debtors during the relevant time periods
        commensurate with the investigation of Chapter 5
        avoidance actions;

     b) assisting the Committee in its investigation of the
        acts, conduct, assets, liabilities, and financial
        condition of the Debtors, the operation of Debtors'
        business in connection with our analysis of Chapter 5
        avoidance actions;

     c) assisting and advise the Committee in its analysis of
        the Debtors' Statements of Financial Affairs and
        Schedules of Assets and Liabilities in connection with
        the Committee's investigation of potential Chapter 5
        avoidance actions;

     d) investigating and analyze on behalf of the Committee the
        Debtors' financial operations, related-party
        transactions and accounts, inter-company transfers and
        asset recovery potential;

     e) rendering expert testimony on behalf of the Committee,
        if required; and

     f) providing such other services, as requested by the
        Committee or its counsel from time to time and agreed to
        by Parente Randolph.

Edward A. Phillips, a Principal in Parente Randolph, discloses
that the firm's current hourly rates in this matter are:

          Principals                      $250 to $380 per hour
          Managers/Senior Associates      $150 to $250 per hour
          Staff                           $100 to $175 per hour
          Paraprofessionals               $70 to $100 per hour

Following the sale of its business and associated trade names and
trade marks, MCMS, Inc., changed its name to Custom Manufacturing
Services, Inc.  Debtor MCMS Customer Services, Inc., has also
changed its name to CMS Customer Services, Inc. The Debtors filed
for Chapter 11 protection on September 18, 2001 and converted
these cases under Chapter 7 Liquidation of the Bankruptcy Code on
May 13, 2002.  Eric D. Schwartz, Esq., and Donna L. Harris, Esq.,
at Morris, Nichols, Arsht & Tunnell represent the Debtors as they
wind-up their assets.  Francis A. Monaco, Jr., at Monzack &
Monaco, P.A., and Charles L. Glerum, Esq., at Choate, Hall &
Stewart serves the Committee's counsel. When the company filed for
protection from its creditors, it listed $173,406,000 in assets
and $343,511,000 in debt.


MOODY'S CORP: Will Present at Morgan Stanley Conference on Mon.
---------------------------------------------------------------
John Rutherfurd, Jr., President and CEO of Moody's Corporation
(NYSE: MCO), will speak at Morgan Stanley's 8th Annual Global
Media & Communications Conference on Monday, September 8, 2003 in
Boston.

Mr. Rutherfurd's presentation will begin at approximately 9:30 AM
Eastern Time and will be webcast live. The webcast can be accessed
at Moody's Shareholder Relations Web site at http://ir.moodys.com  

Moody's Corporation (NYSE: MCO), whose March 31, 2003 balance
sheet shows a total shareholders' equity deficit of $327
million, is the parent company of Moody's Investors Service, a
leading provider of credit ratings, research and analysis
covering debt instruments and securities in the global capital
markets, and Moody's KMV, a leading provider of market-based
quantitative services for banks and investors in credit-
sensitive assets serving the world's largest financial
institutions. The corporation, which employs approximately 2,100
employees in 18 countries, had reported revenue of $1.0 billion
in 2002. Further information is available at
http://www.moodys.com


MORGAN STANLEY: Fitch Affirms 6 Low-B and 1 Junk Note Ratings
-------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Dean Witter Capital I
commercial mortgage pass-through certificates, series 2000-Life2,
as follows:

        -- $133.4 million class A-1 'AAA';
        -- $480 million class A-2 'AAA';
        -- interest-only class X 'AAA';
        -- $23 million class B 'AA';
        -- $24.9 million class C 'A';
        -- $6.9 million class D 'A-';
        -- $18.8 million class E 'BBB';
        -- $7.7 million class F 'BBB-';
        -- $3.1 million class G 'BBB-';
        -- $9.6 million class H 'BB+';
        -- $9.2 million class J 'BB';
        -- $3.1 million class K 'BB-';
        -- $4 million class L 'B+';
        -- $6.7 million class M 'B';
        -- $2.9 million class N 'B-';
        -- $1 million class O 'CCC'.

Fitch does not rate the $5.7 million class P. The rating
affirmations follow Fitch's annual review of the transaction,
which closed in October 2000.

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

As of the September 2003 distribution date, the transaction's
collateral balance has decreased by 3.3%, to $739.9 million from
$765.3 million at issuance. The certificates are collateralized by
103 fixed-rate loans secured by 103 multifamily and commercial
properties consisting primarily of office (30%), industrial (26%),
retail (21%), and multifamily (20%). There are geographic
concentrations in New Jersey (26%), California (21%), New York
(7%), Maryland (5%) and Florida (5%). No loans have been
delinquent or in special servicing since issuance. Wells Fargo
Bank, the master servicer, collected year-end 2002 operating
statements for 99% of the loans. The YE 2002 weighted average debt
service coverage ratio (DSCR) is 1.69 times, compared to 1.62x as
of YE 2001 and 1.53x at issuance for the same loans. The top five
loans represent 21% of the collateral balance. The weighted
average DSCR for all top five loans is 1.59x as of YE 2002,
compared to 1.67x as of YE 2001 and 1.65x at issuance. Overall,
Fitch considers eight loans (5.5%) to be of concern due mainly to
vacancy issues. Fitch reviewed the credit assessment of the Towers
at Portside loan (7.4%). The loan is secured by a 527-unit
multifamily property located on the waterfront in Jersey City, NJ.
The DSCR is calculated using borrower provided net operating
income less required reserves divided by debt service payments
based on the current balance using a Fitch stressed refinance
constant of 9.16%. The YE 2002 DSCR was 1.82x, compared to 2.05x
at issuance. Occupancy has increased to 94% at YE 2002 from 90% at
YE 2001, but is down from 99% occupancy at issuance. Due to the
continued strong cash flows, this loan maintains credit
characteristics consistent with investment grade obligations.

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


MOTOR COACH: Market Concerns Prompts S&P's Negative Watch
---------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on Motor
Coach Industries International Inc., including the 'B' corporate
credit rating, on CreditWatch with negative implications. Total
debt at the company as of June 30, 2003, was about $520 million.

"The CreditWatch placement reflects concern over the delayed
timing of a private sector end-market recovery, coupled with
reduced near-term demand from the previously robust public sector
market," said credit analyst Daniel DiSenso.

The leading North American manufacturer of intercity coaches,
Schaumburg, Illinois-based, Motor Coach continues to be adversely
affected by the persistent weakness of private sector demand from
independent tour and charter operators, and national coach fleet
operators. The soft economy, lack of available credit, and weak
financial profiles of many customers have depressed sector demand
for several years, and the near-term outlook is uncertain. A
partial offset for the past few years has been the strong, but
much smaller, public sector, where orders increased dramatically
as customers have been replacing aging fleets. However, near-term
public sector prospects are now less favorable, as the last
delivery of Motor Coach's base order for its largest public sector
customer has been completed, and other customers may be close to
the end of their replacement cycles. Standard & Poor's had
previously assumed that strong public sector demand would last
sufficiently long to enable private sector demand to recover.

Standard & Poor's will meet with management to review near-term
prospects for the industry and for Motor Coach, the company's
operating plan, and potential recapitalization steps to ease
financial stress prior to taking a rating action.


NAT'L MANAGEMENT: Hires Radin Glass as New Independent Auditors
---------------------------------------------------------------
On August 6, 2003, National Management Consultants Inc. was
officially notified by its Independent Auditor, Aaron Stein, CPA
that he had resigned as the Independent Auditor of the Company.  
The Board of Directors accepted the resignation as of August 6,
2003.

On August 6, 2003, the management of the Company engaged Radin,
Glass & Co. LLP, as its independent auditors to audit its
financial statements for the fiscal year ended September 30, 2003.
The decision to retain Radin, Glass & Co. LLP was  approved by the
Company's Board of Directors.

The audit reports of Aaron Stein, CPA on the Company's financial
statements was qualified as to the uncertainty of a  going
concern.


NET2000 COMM: Ch. 7 Trustee Taps Parente Randolph as Accountants
----------------------------------------------------------------
Michael B. Joseph, Chapter 7 Trustee of the estates of Net2000
Communications, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to retain Parente
Randolph, LLC as Accountants.

Prior to the Petition Date, Wagner & Duys, an accounting firm,
prepared a consolidated 2001 federal tax return and 96 separate
state tax returns for the Debtors. In addition, the same
accounting firm prepared a consolidated federal tax return and a
state tax return for the state of Virginia for the tax year 2002.

Upon information and belief, letters which comply with Section
505(b) of the Internal Revenue Code must be prepared for the year
2001 tax returns.  In addition, the Trustee has received
information, subsequent to the Conversion Date, that reflects that
certain dividend income was not included in the prepared year 2002
returns.

Consequently, the Trustee wishes to engage accountants to

     (a) prepare the Section 505(b) letters, and verify final
         return documentation for the 2001 year, and

     (b) prepare corrected year 2002 tax returns.

Parente Randolph is an accounting firm with expertise in tax and
other areas.  In consideration for the services to be provided by
Parente Randolph, the Trustee proposes to pay the firm its
standard hourly rates, which range from $70 to $380 per hour,
depending upon an individual's level of expertise.  It is
anticipated that the aggregate fees for the services to be
performed will not exceed $13,000

Howard S. Cohen, a principal of Parente Randolph assures the Court
that the firm represents no interest adverse to the Net2000
Estates in the matters upon which it will be engaged.


NISTAR: Fitch Affirms BB Rating on Series 1998-2 Class B-5 Notes
----------------------------------------------------------------
Fitch Ratings September 3

Fitch Ratings has taken rating actions on the following NISTAR
mortgage pass-through certificates:

        NISTAR, mortgage pass-through certificates,
               series 1998-1 Groups 1 & 2

        -- Class IA, IIA affirmed at 'AAA';
        -- Class B-1 affirmed at 'AAA';
        -- Class B-2 affirmed at 'AAA';
        -- Class B-3 upgraded to 'AAA' from 'AA+';
        -- Class B-4 affirmed at 'AA-';
        -- Class B-5 affirmed at 'BBB-'.

        NISTAR, mortgage pass-through certificates,
              series 1998-2 Groups 1 & 2

        -- Class IA, IIA affirmed at 'AAA';
        -- Class B-1 affirmed at 'AAA';
        -- Class B-2 affirmed at 'AAA';
        -- Class B-3 upgraded to 'AAA' from 'AA';
        -- Class B-4 affirmed at 'A-';
        -- Class B-5 affirmed at 'BB+'.

The upgrade is being taken as a result of low delinquencies and
losses, as well as increased credit support. The affirmations
indicate credit enhancement consistent with future loss
expectations.


NORTEL NETWORKS: Responds to Below-Market 'Mini-Tender' Offer
-------------------------------------------------------------
Nortel Networks Corporation (NSYE:NT)(TSX:NT) received
notification that on August 25, 2003, TRC Capital Corporation
commenced an unsolicited, below-market "mini-tender" offer to
purchase up to 30,000,000 common shares of the company, or
approximately 0.76 per cent of Nortel Networks outstanding common
shares, at a price of CDN$4.25 per common share.

Nortel Networks wishes to inform its common shareholders that it
does not in any way recommend or endorse the TRC Capital
Corporation offer and that Nortel Networks is in no way associated
with TRC Capital Corporation, the offer or the offer
documentation.

Nortel Networks cautions its common shareholders that the offer is
being made at a 6.2 per cent discount to the closing price of
CDN$4.53 per common share on the Toronto Stock Exchange and
US$3.23 on the New York Stock Exchange on August 22, 2003, the
last trading day before the offer commenced, and is below
yesterday's closing price of CDN$4.49 on the TSX and US$3.22 on
the NYSE. Nortel Networks shareholders are advised that, in
addition to being below-market, the offer by TRC Capital
Corporation contains other terms which may be disadvantageous to
tendering Nortel Networks shareholders. These terms include giving
TRC Capital Corporation the right to purchase fewer than the
number of common shares tendered even if less than 30,000,000
common shares have been tendered, and the right to delay the take
up and payment for the common shares for up to 24 days following
the expiration of the offer, during which time shareholders will
not be able to withdraw their tendered common shares.

"Mini-tender" offers seek less than 5 per cent of a company's
shares, thereby avoiding many disclosure and procedural
requirements of the Securities and Exchange Commission and the
Canadian Securities Administrators. The SEC has issued an investor
alert regarding "mini-tender" offers on its Web site at
www.sec.gov/investor/pubs/minitend.htm  The SEC has said that
"mini-tender" offers "have been increasingly used to catch
investors off guard" and that investors "may end up selling their
securities at below-market prices."

The CSA have also expressed concerns with "mini-tender" offers in
an investor alert ("Mini-Tender Offers - Watch Out For Mini-Tender
Offers at Below-Market Price!") accessible at

www.osc.gov.on.ca/en/About/News/NewsReleases/1999/nr_19990927_mini.htm  

Nortel Networks shareholders are advised to consult with their
investment advisors and to exercise caution with respect to this
offer.

Nortel Networks shareholders who have already tendered are advised
that they may withdraw their common shares by providing the
written notice described in the TRC Capital Corporation offering
documents prior to the expiration of the offer on September 19,
2003.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com  

                          *   *   *

As previously reported, Moody's Investors Service lowered the
senior secured and senior implied ratings on the securities of
Nortel Networks Corp., and its subsidiaries to B3 and Caa3 from
Ba3 and B3 respectively.


NORTEL NETWORKS: Board Declares Preferred Share Dividends
---------------------------------------------------------
The board of directors of Nortel Networks Limited has declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX: NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX: NTL.PR.G), the amount of which for each series will be
calculated by multiplying (a) the average prime rate of Royal Bank
of Canada and Toronto-Dominion Bank during September 2003 by (b)
the applicable percentage for the dividend payable for such series
for August 2003 as adjusted up or down by a maximum of 4
percentage points (subject to a maximum applicable percentage of
100 percent) based on the weighted average trading price of the
shares of such series during September 2003, in each case as
determined in accordance with the terms and conditions of such
series. The dividend on each series is payable on October 14, 2003
to shareholders of record of such series at the close of business
on September 30, 2003.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com

                          *   *   *

As previously reported, Moody's Investors Service lowered the
senior secured and senior implied ratings on the securities of
Nortel Networks Corp., and its subsidiaries to B3 and Caa3 from
Ba3 and B3 respectively.


NORTEL NETWORKS: Wins Multi-Year $1BB Verizon Wireless Contract
---------------------------------------------------------------
Verizon Wireless, operator of the nation's largest wireless
network with 34.6 million customers, has signed a multi-year
agreement with Nortel Networks (NYSE:NT)(TSX:NT) -- estimated to
be worth US$1 billion -- for wireless infrastructure technology,
including expansion and upgrade equipment for its nationwide,
third generation (3G) voice and data network.

Under this new agreement, Verizon Wireless plans to deploy
expansion and upgrade CDMA2000 1X radio base stations, switching,
Passport Internet Protocol platforms, and other related equipment
from Nortel Networks in key markets including San Diego, Los
Angeles, Las Vegas, Detroit, Atlanta and Cleveland. The agreement
also includes a new market build-out and deployment of CDMA2000 1X
technology in Myrtle Beach, S.C.

This will give Verizon Wireless additional network capacity to
provide digital voice and high-speed data services like Web
browsing, streaming audio and video, multimedia messaging, m-
commerce and Virtual Private Networks to businesses and consumers.

"Nortel Networks is a primary supplier of Verizon Wireless'
nationwide wireless network equipment because of its ongoing
quality and innovation," said Richard Lynch, executive vice
president and chief technical officer, Verizon Wireless.

"Verizon Wireless has built its reputation on network quality and
reliability, and Nortel Networks equipment plays an important role
in our ability to deliver the best wireless services in the
business," Lynch said. "They have earned this additional business
by demonstrating strong performance over the last several years."

"This is a significant announcement for Nortel Networks in our
relationship with Verizon Wireless," said Pascal Debon, president,
Wireless Networks, Nortel Networks. "We are very pleased to work
with the largest wireless operator in the U.S. to deliver new
wireless network services to their customers. Our wireless
infrastructure technology positions operators like Verizon
Wireless to reduce costs and increase revenues by helping them to
deliver secure and compelling wireless data experiences to end
users."

Nortel Networks solutions will also support Verizon Wireless'
plans to offer Wi-Fi (802.11b) service, providing connections
between the Verizon Wireless wide area network and 'hot spots'
across the country.

Nortel Networks has been providing wireless equipment to Verizon
Wireless and its predecessor companies since 1996. For example,
earlier this year, Verizon Wireless selected Nortel Networks to
provide CDMA2000 1X infrastructure in Georgia and Alabama.

Nortel Networks also supplied Verizon Wireless with CDMA2000 1xEV-
DO technology in San Diego. CDMA2000 1xEV-DO provides secure peak
data transmission speeds up to 2.4 Megabits per second (Mbps),
giving mobile professionals access corporate local area networks
(LANs) and intranets remotely with performance comparable to wired
desktop network connections. Verizon Wireless plans to make
CDMA2000 1xEV-DO service commercially available in San Diego later
this year.

Nortel Networks is implementing CDMA2000 1X for leading service
providers around the world and has designed, installed and
launched CDMA networks across five continents with more than 60
operators in 15 countries.

Verizon Wireless is the nation's leading provider of wireless
communications. The company has the largest nationwide wireless
voice and data network and 34.6 million customers. Headquartered
in Bedminster, N.J., Verizon Wireless is a joint venture of
Verizon Communications (NYSE:VZ) and Vodafone (NYSE and LSE: VOD).
Find more information on the Web at http://www.verizonwireless.com  

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The Company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com

                           *   *   *

As previously reported, Moody's Investors Service lowered the
senior secured and senior implied ratings on the securities of
Nortel Networks Corp., and its subsidiaries to B3 and Caa3 from
Ba3 and B3 respectively.


NORTHWEST AIRLINES: Flies 6.7B Revenue Passenger Miles in August
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide August
load factor of 82.6 percent, 1.9 points above August 2002.  
Systemwide, Northwest flew 6.68 billion revenue passenger miles
(RPMs) and 8.09 billion available seat miles (ASMs) in August
2003, resulting in a traffic decline of 5.2 percent and a capacity
decline of 7.4 percent versus August 2002.

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

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


NUENERGY GROUP: Pursuing Various Alternative Funding Sources
------------------------------------------------------------
NuEnergy Group, Inc. (OTC: NUER), a developmental stage company in
the alternative sustainable energy sector, announces the following
events affecting the company:

Between March 3, 2003 and May 27, 2003, NuEnergy Group, Inc.
entered into stock purchase agreements with five non-affiliated
entities to provide funding to the Company in exchange for
NuEnergy shares. Proceeds from the transactions had been earmarked
for use in operations and the development of the company's Thermal
Electric Generator System. Pursuant to the SPAs, the
Non-Affiliates agreed to make timely, scheduled payments to the
Company. Failure to do so would result, among other things, in the
right of the Company to issue a notice of default to the other
parties and provide a specified time for the default to be cured.
Four of the Non-Affiliates subsequently failed to honor their
obligations under these agreements.

On July 23, in response to the failure of the payments being
delivered as promised under the SPAs, Company management, on
advice of legal counsel, sent the Non-Affiliates written notice of
their defaults and provided ample time to cure the defaults as
required by the SPA. The defaulting Non-Affiliates failed to cure
the defaults in a timely manner, and, joined by the fifth Non-
Affiliate, have instead sought to assert certain defenses to their
breach of the agreements. Management has, in turn, stopped any
further transfer of stock certificates being held in escrow on
behalf of the Non-Affiliates.

The funding promised the Company by the Non-Affiliates was
critical to the plans of management to finance the Company's and
the TEG's future development, as well as the development of other
alternative energy products, and to reduce its debt to its
affiliate, HyTech Industries, Inc.

These funds would have also provided the income necessary for the
Company to effect certain strategic acquisitions as well as to
deliver the previously reported Management Consulting Services to
its sister company, which combined activities were projected to
provide revenue of $600,000.00.

The Company is currently exploring all its options, including its
legal options to enforce the MOU and SPA and to pursue the
recovery of damages, based on the Non-Affiliates failure to
perform under both these agreements. The company is confident that
it would prevail if a legal option should be pursued, once
discovery of all material facts are made known. In the meantime,
the Company is also vigorously pursuing options to obtain
alternative funding and is currently involved in discussions with
individual investors; investment firms and government grant
programs.

On June 5, 2003, the company announced that it had entered into a
Letter of Agreement and Memorandum of Understanding to acquire Big
Apple Energy, LLC of Bayside, New York. However, due to
insurmountable differences between the two companies, NuEnergy
will not be moving forward with this acquisition, nor will Big
Apple's principal be joining NuEnergy's Executive Management team.
NuEnergy is currently considering another energy-related merger or
acquisition affiliation in the near future.

Management and the company continue to be committed to the
development of the TEG system and the pursuit of other alternative
energy systems that will enhance the company and shareholder
value. Thus NuEnergy, per its Mission Statement, will vigorously
continue to pursue different avenues and ventures to bring about
the successful development and deployment of its energy products,
thus seeking to reduce the Earth's dependency on oil and gas for
its energy needs.

NuEnergy Group, Inc. is a Long Island, New York-based public
company trading over-the-counter under the symbol NUER. NuEnergy
Group Inc. owns the intellectual property, patent, development,
marketing and distribution rights to the patent pending Thermal
Electric Generator.

TEG, short for Thermal Electric Generator, is a patent-pending
renewable energy device being developed, which management believes
is a breakthrough technology that may conceivably alter the local
and global energy landscape by reducing global dependence on the
demand and utilization of fossil fuels. The TEG has been designed
as a solid-state module; similar only in appearance to the solar
[photovoltaic (PV)] modules we currently see and use to convert
radiant and diffused light into electricity. The TEG modules,
however, will work on a completely different, and much higher,
principle of efficiency of conversion of heat into electricity.
TEG is being designed to work in the dark or under light, as long
as there is a conductive, convective, or radiant heat source to
create an excitation of electrons, thereby producing a chain
reaction that results in the usable flow of electricity. In over
simplified layman's terms, NuEnergy's research and development to
date suggests the TEG will convert heat from just about any source
directly into usable electricity. It is hoped that this feature
will facilitate rapid early market penetration as a cogeneration
device in many applications where excess heat capacity is now a
wasted burden, such as beneath moving mass transit subway cars,
furnaces and other heat producing equipment in industrial plants
and factories. NuEnergy's R&D division has completed the initial
research phase and is working with strategic partners from the
private, public, and academic sectors in the prototype development
phase. Currently, development is at the bench testing materials
stage, a process that management believes will yield a working
prototype in the near future, subject to securing the pending
funding requirements. NuEnergy projects launching an initial
market entry campaign for the TEG product in the 1st half of 2004,
subject to having completed its prototype in 2003. For more
information on TEG and its potential applications, visit the
NuEnergy's Web site at http://www.NuEnergyGroup.com


OPRYLAND HOTEL: Fitch Affirms 2001-OPRY Class E Rating at BB
------------------------------------------------------------
Fitch Ratings affirms Opryland Hotel Trust's commercial mortgage
pass-through certificates, series 2001-OPRY, as follows:

        -- $84 million class A-2 'AAA';
        -- $18.5 million class B 'AA';
        -- $39.3 million class C 'A-';
        -- $10 million class E 'BB'.

The $50.7 million class D certificates are not rated by Fitch. The
class A-1 certificates have been repaid in full. The certificates
represent the beneficial ownership interest in the trust, which
consists of the fee interest in the 2,883-room full-service
Opryland Hotel/Convention Center, located in Nashville, TN. The
ratings affirmation follows Fitch's review of the transaction,
which closed in April 2001.

Fitch's underwritten net cash flow, based fiscal year ended 2002
financial statements, reflects a decline of 42% since issuance. As
a result, the deal's overall Fitch debt service coverage ratio has
declined to 1.24 times from 1.57x at closing. The Fitch DSCR is
calculated using the amortized balance and a hypothetical
refinance constant of 11.53%. Positively, the NCF has increased
6.8% since last review, which was based on third quarter 2002
trailing-twelve-month numbers.

As of the August 2003 distribution date, the transaction balance
has been reduced by 26.4% to $202.5 million, resulting in a
current loan per room of $70,220. The overall decline in the
hotel's performance has been partially mitigated by the
application of excess cash flow to prepay the loan, due to a cash
trap reserve which has paid down the loan by over $50 million. The
mezzanine loan, which has a current balance of $66 million from
$100 million originally, is secured by ownership interests in the
borrowing entity and subject to an intercreditor agreement.

Despite the performance deterioration since closing, which was
caused by the downturn in the economy and the reductions in
corporate and leisure travel post-Sept. 11, 2001, the property
performance has begun to trend upward and has been aided by the
structural feature of a cash trap reserve. The fiscal year ended
2002 revenue per available room was $98.38, compared to the year-
to-date Sept. 30, 2002 borrower-reported RevPAR of $93.83. In
addition, this transaction benefits from the strong collateral
quality of the Opryland Hotel, a unique asset, which competes
nationally for hotel and convention guests.


PACIFIC SHORES: S&P Affirms Two BB- Preferred Share Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
C notes issued by Pacific Shores CDO Ltd., a CDO backed by ABS and
other structured securities, and managed by Pacific Investment
Management Co.

Concurrently, the rating is removed from CreditWatch positive,
where it was placed Aug. 21, 2003. At the same time, the ratings
on the class A, B-1, B-2, Preferred Shares 1, and Preferred Shares
2 are affirmed.

The raised rating reflects an increase in the level of
overcollateralization available to support the class C notes since
the transaction was initially originated June 27, 2003.

The transaction has paid down a total of $3.792 million to the
class C noteholders since the transaction was originated, $0.962
million of which was paid on the July 3, 2003 payment date. The
increased payments have improved the class C overcollateralization
ratio for the transaction. According to the most recent trustee
report (July 31, 2003), the class C overcollateralization ratio is
currently at 105.53% (above its minimum required ratio of
101.75%), and has increased from 104.32% since issuance.

In addition, according to the July 31, 2003 monthly report, the
weighted average coupon generated by the performing assets in the
portfolio is at 7.32%, versus a value of 7.20% at close, and
remains above the minimum requirement of 7.15%.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Pacific Shores CDO Ltd. to determine the
level of future defaults the transaction can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the rated
notes. When the results of these cash flow runs were compared with
the projected default performance of the performing assets in the
current collateral pool, it was determined that the credit
enhancement available justified the raised rating on the class C
notes. Standard & Poor's will continue to monitor the performance
of the transaction to ensure that the ratings assigned reflect the
credit enhancement available to support its rated notes.

                         RATING RAISED

                     Pacific Shores CDO Ltd.

                 Rating
     Class    To         From              Balance ($ mil.)
     C        BBB+       BBB/Watch Pos              24.208

                       RATINGS AFFIRMED

                     Pacific Shores CDO Ltd.

     Class               Rating     Balance ($ mil.)
     A                   AAA                 532.00
     B-1                 AA                   96.00
     B-2                 AA                   16.00
     Pref. shares 1      BB-                  21.50
     Pref. shares 2      BB-                   7.00


PG&E CORP: Moving Towards Increased Financial Performance
---------------------------------------------------------
In remarks at the Lehman Brothers Energy/Power Conference, Robert
D. Glynn, Jr., Chairman, CEO and President of PG&E Corporation
(NYSE: PCG) said the company is "on a clear path to stability and
increased financial performance."

Glynn discussed the recent proposed settlement agreement to
resolve Pacific Gas and Electric Company's Chapter 11 case,
outlining specific elements of the proposed settlement that would
strengthen the utility's financial health and help provide for a
more stable regulatory environment. These elements include
investment-grade credit ratings for Pacific Gas and Electric
Company, a minimum authorized return on equity of 11.22 percent,
and the establishment of a $2.21 billion after-tax "regulatory
asset," which would be included in the utility's rate base. Glynn
also cited specific steps underway at the California Public
Utilities Commission to address power procurement and cost
recovery issues.

Glynn said the company believes that "implementing the proposed
settlement agreement will deliver strong financial performance,"
and he restated the company's aspiration to pay dividends in the
latter part of 2005.

"The proposed settlement agreement and a new plan of
reorganization are proceeding on schedule through approval
processes at the California Public Utilities Commission and in the
bankruptcy court," said Glynn. "We believe the agreement is on
track to achieve the first quarter 2004 target for the utility's
exit from Chapter 11."

A webcast replay of Glynn's presentation is available on the PG&E
Corporation Web site at http://www.pgecorp.com


PG&E NATIONAL: Hires Lazard Freres to Render Financial Advice
-------------------------------------------------------------
Lazard Freres & Co. LLC, is a financial advisory and investment
banking firm focused on providing advice and transaction
execution on behalf of its clients.  Lazard Freres' broad range
of corporate advisory services includes services pertaining to:

   * general financial advice;
   * domestic and cross-border mergers and acquisitions;
   * divestitures;
   * privatization;
   * special committee assignments;
   * takeover defenses;
   * corporate restructurings; and
   * strategic partnership/joint ventures.

Lazard Freres maintains a presence in capital markets and has a
significant asset management business.  In addition, Lazard
Freres is a registered broker-dealer and an investment adviser
with the United States Securities and Exchange Commission and
also is a member of the New York, American and Chicago Stock
Exchanges, the National Association of Securities Dealers and the
Securities Investor Protection Corporation.

On August 20, 2003, the PG&E National Energy Group Debtors sought
and obtained the Court's authority to employ Lazard Freres as
their financial advisor and investment banker.  The firm's
resources, capabilities, and experience in advising the NEG
Debtors are crucial to a successful restructuring.  Specifically,
Lazard Freres will:

   (a) review and analyze the Debtors' businesses, operations and
       financial projections;

   (b) evaluate the potential debt capacity with respect to the
       projected cash flows;

   (c) assist in the determination of a capital structure;

   (d) determine a range of values for the NEG Debtors on a going
       concern basis or for particular subsidiaries or assets;

   (e) advise on tactics and strategies for negotiating with the
       holders of the existing obligations;

   (f) render financial advice and participate in meetings or
       negotiations with the Stakeholders and rating agencies or
       other appropriate parties in connection with any
       restructuring, modification or refinancing of existing
       obligations;

   (g) advise on the timing, nature, and terms of new securities,
       other consideration or other inducements to be offered
       pursuant to the Restructuring;

   (h) assist in preparing documentation within the area of
       expertise that is required in connection with the
       restructuring of the existing obligations;

   (j) assist in identifying and evaluating candidates for a
       potential sale transaction, and advising the NEG Debtors
       in connection with negotiations and aiding in the
       consummation of a sale transaction;

   (k) advising and attending meetings of the NEG Debtors' Board
       of Directors and its committees;

   (l) provide testimony, as necessary, with respect to matters
       which have been engaged with respect to any proceeding
       before a Bankruptcy Court; and

   (m) provide other appropriate general restructuring and
       investment banking advice.

The NEG Debtors will compensate Lazard Freres for its services
through a $200,000 monthly fee, payable until the completion of
the Restructuring or termination of Lazard Freres' engagement and
a fee equal to $4,500 on the consummation of a restructuring.

If the Debtors consummate a Restructuring Transaction or a sale
of substantially all or a majority of their assets or equity
securities, Lazard Freres will be paid a Transaction Fee equal to
the sum of:

   -- the total cash amount and the fair market value of all
      convertible securities, preferred equity  securities,
      warrants, stock appreciation rights, option or similar
      rights subject to the Sale;

   -- the principal amount of all indebtedness for borrowed money
      or other liabilities of the NEG Debtors and pro rata
      portion of the indebtedness of their subsidiary or assumed
      by a "third party"; and

   -- the aggregate amount of any dividends or other
      distributions declared by the NEG Debtors other than normal
      quarterly cash dividends, and in the case of an asset sale,
      the net value of any current assets not sold by the NEG
      Debtors;

The firm will also a Restructuring Fee, provided, if the buyer in
the Sale Transaction is PG&E Corporation.

For any other sale transaction, Lazard Freres will be paid a Sale
Transaction Fee equal to the applicable percentage of the
Aggregate Consideration.  One-half of the fees to be paid will be
credited against fees subsequently payable as Restructuring Fee
or Sale Transaction Fee for a sale incorporating all assets or
equity securities.  Regardless of the transaction, the firm will
also be reimbursed for all reasonable out-of-pocket expenses.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
in Baltimore, Maryland, explains that for avoidance of any doubt,
more than one fee may be payable, pursuant to the Restructuring
Fee and Sale Transaction Fee.

Moreover, the NEG Debtors agree to indemnify Lazard Freres on a
joint and several basis.  With respect to the terms of retention,
either the NEG Debtors or Lazard Freres may terminate the
engagement at any time.  However, if the NEG Debtors will
initiate the termination, they remain obligated to pay certain
fees and expenses and indemnify Lazard Freres. (PG&E National
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


PHILIP SERVICES: Sells RMF and Delta Union Businesses to Nooter
---------------------------------------------------------------
Philip Services Corporation (OTC:PSCD.PK) (TSE:PSC) has sold
substantially all of the operating assets of its union project
services businesses, RMF Industrial Contracting Inc. and Delta
Maintenance Inc., to subsidiaries of Nooter Construction Company,
a St. Louis-based company that provides engineered solutions to a
wide range of industries through innovative metal work technology,
fabrication and construction.

The sale of these two business groups completes the sale of the
Company's Project Services Division, the bulk of which was sold to
Fluor Corporation earlier this year.

Headquartered in Houston, Philip Services Corporation is an
industrial and metals services company with two operating groups:
PSC Industrial Services provides industrial cleaning and
environmental services; and PSC Metals Services delivers scrap
charge optimization, inventory management, remote scrap sourcing,
by-products services and industrial scrap removal to major
industry sectors throughout North America. PSC and its U.S.-based
subsidiaries are currently in reorganization under chapter 11 of
the Bankruptcy Code. For more information about the Company, call
713-623-8777.


PILLOWTEX CORP: Continuing Use of Existing Bank Accounts
--------------------------------------------------------
To avoid substantial disruption to the normal functioning of
their cash management system, the Pillowtex Debtors sought and
obtained a Court order authorizing:

   (a) them to continue using their prepetition bank accounts;
       and

   (b) all applicable banks and other financial institutions to
       receive, process, honor and pay any and all checks drawn
       on the Debtors' disbursement accounts to pay payroll
       accounts and payroll tax accounts, regardless of whether
       the checks were presented prior to or after the Petition
       Date, provided only that sufficient funds are available
       in the applicable accounts to cover the payments.

Furthermore, the Court permits the banks participating in the
Debtors' cash management system to charge back returned items
against amounts from time to time on deposit in the prepetition
bank accounts, regardless of whether the amounts were deposited
prepetition or postpetition, and regardless of whether the
returned items relate to prepetition or postpetition items.  In
this regard, the banks will be allowed to assess and deduct their
normal servicing charges in the ordinary course of business.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, relates that, to protect
against the possible inadvertent payment of prepetition claims,
all banks where the Debtors hold the prepetition bank accounts
will be advised immediately not to honor checks issued prior to
the Petition Date.  Moreover, the Debtors have the capacity to
draw the necessary distinction between prepetition and
postpetition obligations and payments without closing the
prepetition bank accounts and opening new ones. (Pillowtex
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


QWEST COMMS: Red Ink Continued to Flow in Second Quarter 2003
-------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced a
second quarter 2003 net loss of $91 million.

"During the quarter we made significant progress on our plans to
position the company for solid, long-term profitable growth, and
we now have the elements in place to offer businesses and
consumers a wide-array of communications bundles," said Richard C.
Notebaert, Qwest chairman and CEO.

              Financial Statements Essentially Complete

Qwest is essentially complete with its restatement of the
company's 2000 and 2001 financial statements. The company and its
independent auditor are in the process of completing their work,
drafting and reviewing the company's Form 10-K filing and
performing due diligence procedures. In addition, the company
would expect to have discussions with the Securities and Exchange
Commission in the course of finalizing its financial statements.
Accordingly, while the company does not expect further material
changes to the restatement amounts identified in this
announcement, the company can give no assurance that the aggregate
adjustments to the financial information contained herein are
final or that all adjustments necessary to present its financial
statements in accordance with generally accepted accounting
principles (GAAP) have been identified. The company will file its
financial statements for 2000, 2001 and 2002 as soon as possible.

                         Operating Results

Revenue for the second quarter was $3.6 billion, a 0.8 percent
decrease from the first quarter. Second quarter revenues declined
primarily because of competitive pressures in local voice
services. These losses were partially offset by continued growth
in long-distance and data services.

Cost of sales and selling, general and administrative expenses
(SG&A) for the second quarter decreased $17 million or 0.6 percent
sequentially, due to expense reduction activities. Operating
income declined to $184 million from $199 million in the first
quarter as revenue losses were offset in part by cost savings.

Capital expenditures from continuing operations were $490 million
in the quarter.

Access lines declined 1.4 percent, excluding the impact of
services reduced as part of the WorldCom bankruptcy. Total access
lines declined 2.3 percent in the second quarter, primarily
because of increased competitive activity and seasonal trends.
Unbundled Network Element-Platform lines in service increased to
675,000 and represent approximately 4.1 percent of total access
lines.

"Our disciplined approach to the business has us on track to meet
our 2003 financial objectives," said Oren G. Shaffer, Qwest vice
chairman and CFO. "With the financial statements essentially
complete, we will continue to focus on activities to grow our key
lines of business profitably and strengthen our financial
position."

                  Customer Satisfaction Improves

According to a survey conducted by a leading telecommunications
trade publication, Qwest was top-rated in five product categories
by business customers -- more than any other service provider in
the study. Enterprise customers gave Qwest the highest ratings
for: long-distance voice services, VPN/private IP services,
outsourced security services, application services, and DSL
provider (tied with two other carriers). Customers also rated
Qwest the highest for DSL price satisfaction.

In July, J.D. Power & Associates issued its annual rankings for
local service. Qwest is generating positive momentum with
customers as a result of its Spirit of Service initiatives
launched last fall. Qwest improved in all 36 attributes tracked by
J.D. Power & Associates and in all six major components of
customer satisfaction -- customer service, image, cost of service,
performance and reliability, billing, and offerings and
promotions.

Notebaert added, "Although we are not satisfied with our overall
ranking in the J.D. Power survey, the results show a positive
trend. This survey confirms that the investments we are making to
improve operations will enhance the overall customer experience
and drive improved satisfaction levels."

Qwest's improvement in the J.D. Power & Associates survey tracks
with Qwest's own customer satisfaction surveys. July results from
the Customer Transaction Survey showed the highest customer
satisfaction levels in the past two years, indicating that the
Spirit of Service initiatives are making inroads with customers.
CTS measures customers' satisfaction with Qwest personnel and
their overall service experience.

             Cash Increases, Business Plan Fully Funded

In the quarter, cash and cash equivalents increased approximately
$200 million to $2.8 billion. Qwest closed a $1.75 billion senior
term loan at its Qwest Corporation subsidiary. Qwest expects its
business plan to be fully funded upon completion of the sale of
its QwestDex subsidiary, based on its ability to generate
operating cash flow and continued access to the capital markets.
The company also completed additional private debt-for-debt and
debt-for-equity exchanges, reducing debt by $122 million in the
second quarter. The company paid down its credit facility to $1.6
billion from $2.0 billion and made scheduled maturity payments of
$1.05 billion. In addition, on August 12, 2003, the company pre-
paid its $750 million Dex Term loan reflecting its confidence that
the second stage of the QwestDex transaction will close shortly.

                    Long-Distance Sales Improve

In the quarter, Qwest added long-distance service to 590,000
access lines in its local service area. In 2003, Qwest has signed
up 1.12 million access lines for long-distance service. On August
21, the Arizona Corporation Commission approved the final two
checklist items for re-entry, and on September 4, the company is
expected to submit its FCC filing for long- distance authority in
Arizona, the last state in its local service region.

               Building Out the Communications Bundle

Qwest launched several initiatives to improve customer
satisfaction through bundled services. The company expanded its
wireless offering through a wholesale agreement with Sprint PCS.
Qwest will provide nationwide wireless voice and data services to
consumers throughout its 14-state local service region and to
business customers across the U.S., using the enhanced Sprint
nationwide wireless network infrastructure. Qwest also added video
services to its bundled offerings when it signed strategic
marketing agreements with EchoStar Communications Corporation and
DIRECTV, Inc. in July. Qwest will make satellite TV services
available to customers in selected Arizona, Colorado, Nebraska,
and Washington markets later this year and in other markets in
2004.

                Updates to May 29, 2003, Disclosure

Changes have been made to the information disclosed by the company
on May 29, 2003. Further analysis identified adjustments that
resulted in a net decrease in revenue of $99 million, $133 million
and $51 million in 2002, 2001 and 2000, respectively. The 2002
reduction was primarily the result of reclassifying refunds to
customers totaling $83 million from expense to a reduction in
revenue. The 2001 and 2000 restatement changes were largely the
result of changes to accounting for certain contractual
termination fees, reducing revenue $75 million and $50 million,
respectively. In addition, corrections to previous adjustments for
optical capacity transactions decreased revenue $2 million in 2002
and $41 million in 2001, and increased revenue $67 million in
2000. Adjustments also correct errors in accounting entries or
treatment that were individually or cumulatively immaterial in all
periods presented.

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 49,000 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  


REEVES COUNTY TX COPS: Fitch Hatchets Certificate Rating to BB
--------------------------------------------------------------
Fitch Ratings downgrades the underlying ratings of Reeves County,
TX's approximately $89 million outstanding certificates of
participation-lease rentals (Reeves County Detention Center Trust)
to 'BB' from 'BBB-'.

The COPs also are placed on Rating Watch Negative, indicating the
possibility of further downgrade of the 'BB' rating. Outstanding
parity COPs are listed at the conclusion of the release.

RCDC, now with an expanded capacity for approximately 3,000
inmates, is the leading driver of the economy in rural Reeves
County. COPs are secured by county lease appropriations derived
from per diem revenues that to date have been paid by federal
agencies, principally the Federal Bureau of Prisons, in exchange
for the incarceration of inmates at the low-security RCDC facility
near Pecos, TX. Many inmates are criminal alien prisoners and
detainees.

Project occupancy has been substantially weaker than projections
believed reasonable at the time of the 2001 issuance. The
downgrade reflects this fact, as well as uncertainties raised
about the future of the RCDC/BOP partnership from BOP's delay in
certifying the RCDC's third-phase expansion (financed by the 2001
COPs) and filling its beds. Improvements in the RCDC/BOP
partnership since 1996 had been key to Fitch's earlier rating
assignments.

While projections allowed for some delays in project opening, the
expansion reportedly was ready for occupancy in late spring 2003.
This was a few months later than expected.

More problematic than the delay in completion has been BOP's lack
of action to certify the approximately 1,000-bed addition as ready
for occupancy and delays in raising per diem rates to projected
levels. While a recent lump-sum payment by BOP reportedly reduced
payment arrears, coinciding with a retroactive increase in per
diems to near projected levels, the lack of certification means
that the prisoner census is now about 2,100, as opposed to the
more than 2,700 inmates originally projected for calendar year
2003. The bureaucratic process for negotiating a possible new
statement of work for RCDC and a three-year renewal of the
facility's agreement with BOP has begun, but the outcome of these
discussions is uncertain, and the delays in payment and
certification action by BOP are a source of concern for Fitch,
given the importance of the positive partnership to prior rating
assignments. Also of concern is the ongoing restructuring of
federal homeland security functions and the uncertainties this
raises with BOP and other RCDC federal customers.

While sustained lower occupancy could allow the county to reduce
staffing levels somewhat, Fitch believes that if the census
remains at or near this level for a protracted period of time, the
county's ability to make lease appropriations could be reduced
since debt service could grow to well over 20% of revenues, thus
limiting flexibility. Several million dollars in certificate
reserve funds provide some comfort, as do the county's general
fund reserves, which do not secure the COPs but have been tapped
at times for cash flow loans to the RCDC. Officials report loans
of approximately $800,000 are now outstanding from the county to
RCDC, a trend of borrowing which can not be sustained for a long
period of time. There also is a trustee leasehold interest in the
project, although Fitch believes it is difficult to predict
whether the sublease of the facility to an entity other than the
county would improve performance after a default.

Credit strengths continue to include a seasoned management team
for the 18-year-old RCDC enterprise, competitive per diem rates,
and the importance of the facility to the county's economic base.
Risks continue to include the inability of BOP and other agencies
to enter into long-term contracts for incarceration of inmates. A
tightening federal budget environment may affect future demand.
Strong growth in the number of incarcerated persons in the region
was a key factor in Fitch's prior rating assignments.

The Rating Watch Negative indicates the possibility of further
downgrade if weak census numbers persist into mid- to late-fall
2003. The county reportedly has discussed housing Arizona state
inmates and inmates from other federal, state, and local agencies
in order to make up for any protracted decline in BOP demand.
Negotiations with BOP concerning agreement renewal, certification,
and a statement of work including the facility's third phase
reportedly will begin in October. BOP payments are governed by
federal direct and indirect cost recovery protocols.

Should census numbers rise to projected levels, the source of such
prisoners, the negotiated per diem rates under federal guidelines,
and any associated adjustments in expenses would be key factors in
determining whether the rating would stabilize. Improvement in the
rating likely would require redevelopment of a sustained, positive
track record of consistent BOP use of most RCDC beds; moreover,
timely payment of per diem rates at or near originally projected
levels will be important.

An Associated Press article last week alerted Fitch that the
opening of RCDC's third phase expansion (financed by the 2001
COPs) had not proceeded as planned. The AP article mentioned the
possibility of a Sept. 1 bond default, but the underwriter has
reported to Fitch that the Sept. 1 payment was made and that cash
is available to meet remaining obligations for 2003.

The county covenanted to provide annual reports, principally
including Reeves County's annual financial report, to each
nationally recognized municipal securities information repository.
The county also covenanted to provide notices of the occurrence of
certain enumerated events deemed material under federal laws.

'BB' category ratings are not investment grade and indicate
speculative credit characteristics, a possibility of credit risk
developing as the result of adverse economic change over time, and
the presence of business or financial alternatives that may allow
financial commitments to be met.

Outstanding COPs affected by the rating action are:

-- Reeves County, TX COPs additional taxable term lease rentals,
   series 1998, RCDC Trust -- series 1991 (insured: Ambac);

-- Reeves County, TX COPs additional term lease rentals (taxable),
   series 1999, Reeves County Law Enforcement Center Trust
   (insured: ACA);

-- Reeves County, TX COPs taxable additional revenue COPs (RCDC
   Trust), series 2001A (insured: MBIA);

-- Reeves County, TX COPs taxable additional revenue COPs (RCDC
   Trust), series 2001B (insured: ACA)

Series 1993 Reeves County, TX COPs are no longer outstanding, and
accordingly, the rating on these securities is withdrawn.


REMINGTON ARMS: S&P Revises Outlook on Low-B Rating to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Remington Arms Company Inc. to negative from stable, reflecting
the challenging environment for Remington's products and its tight
cushion of covenant compliance.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company. Remington had about $270 million of
debt outstanding at June 30, 2003. Madison, North Carolina-based
Remington is a firearms and ammunition manufacturer.

"The soft economy and poor hunting weather are negatively
affecting the company's product segments with no significant
improvement expected for the second half of the year," said
Standard & Poor's credit analyst Andy Liu. He added, "Visibility
is also limited as the fall hunting season does not start until
the end of September and firearm purchasers are now buying closer
to the start of the season." Historically, about 30% of sales are
in the third quarter. The company received an amendment of
covenant violations from its banks for the quarter ended June 30,
2003. However, if business conditions deteriorate further,
Remington may need to seek additional covenant waivers or
amendments for upcoming quarters as well.

The ratings on Remington reflect its mature industry growth
prospects, regulatory concerns, and an aggressive financial
policy, only partly offset by its good competitive position in the
hunting and shooting sports product markets. Remington is the only
major U.S. manufacturer of both firearms and ammunition, which
reinforces its strong brand name. The company is the leading U.S.
rifle manufacturer, the second-largest shotgun maker, and the
largest producer of ammunition.


REVLON INC: Elects Alan S. Bernikow to Board of Directors
---------------------------------------------------------
Revlon, Inc. (NYSE: REV) has elected Alan S. Bernikow, retired
Deputy Chief Executive Officer of Deloitte & Touche, to its Board
of Directors, effective immediately. Mr. Bernikow will also serve
on the Audit Committee.

Mr. Bernikow, 62, retired from Deloitte & Touche in May 2003,
after 37 years of service. During his tenure at Deloitte & Touche
and its predecessor firm, Touche Ross, Mr. Bernikow held various
senior executive positions, with expertise in mergers and
acquisitions, partner affairs, risk management and worldwide
insurance. He is a CPA and holds a BBA in accounting. He was a
member of Deloitte & Touche's Executive Management Committee and
served as an Advisory Partner for major clients. Mr. Bernikow also
oversaw many of the firm's acquisitions outside of the United
States.

Mr. Bernikow is very active in civic and service organizations.
Among other things, he serves on the Board of Directors of the UJA
- Federation of Jewish Philanthropies and the Board of Saint
Vincent Catholic Medical Center.

Commenting on the appointment, Revlon Chairman Ronald O. Perelman
stated, "Al Bernikow's financial expertise and extensive
experience will serve Revlon well. I look forward to having his
insight and counsel as a member of the Revlon Board and Audit
Committee."

Revlon, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.7 billion, is a
worldwide cosmetics, skin care, fragrance, and personal care
products company. The Company's vision is to become the world's
most dynamic leader in global beauty and skin care. A website
featuring current product and promotional information can be
reached at http://www.Revlon.comand http://www.Almay.com


RYLAND GROUP: Will Publish Third Quarter Results on October 21
--------------------------------------------------------------
The Ryland Group, Inc. (NYSE: RYL) will release third quarter 2003
earnings on Tuesday, Oct. 21, 2003, after the market closes.

The conference call will be held on Wednesday, Oct. 22, 2003, at
8:30 a.m. (PDT) (11:30 a.m. EDT).  The dial-in number is 800-967-
7134.  Participants may call in beginning at 8:15 a.m. (PDT).

The call will be recorded and replayed beginning at 12 noon
Pacific Time on Oct. 22 through midnight on Nov. 5, 2003.  The
dial-in number for the replay is 888-203-1112 (reference
conference code 116131).  In addition, the call will be broadcast
from Ryland's Web site at http://www.ryland.comin the "Investor  
Relations" section of the site.

With headquarters in Southern California, Ryland (S&P, BB+ Senior
Debt Rating, Positive) is one of the nation's largest homebuilders
and a leading mortgage-finance company.  The Company currently
operates in 26 markets across the country and has built more than
210,000 homes and financed over 180,000 mortgages since its
founding in 1967.


SHILOH INDUSTRIES: 3rd Quarter Results Enter Positive Territory
---------------------------------------------------------------
Shiloh Industries, Inc. (Nasdaq: SHLO) announced third quarter and
nine month results for the quarter ended July 31, 2003.

For the third quarter ended July 31, 2003, the Company reported
sales of $133.6 million compared to $147.6 million for third
quarter of fiscal 2002. Net income for the third quarter of fiscal
2003 was $0.9 million, compared to a net loss of $0.3 million for
the third quarter of fiscal 2002.  The net loss for the third
quarter of fiscal 2002 included the benefit of $2.2 million from
impaired asset and bad debt recoveries.  

For the nine-month period of fiscal 2003, sales were $430.6
million compared to $452.2 million in the prior fiscal year nine-
month period.  Net income through the nine months of fiscal 2003
was $0.3 million, or $0.01 per share, which included a $(0.13) per
share goodwill impairment charge recorded in the first quarter of
fiscal 2003 related to an accounting change.  In the nine-month
period of fiscal 2002, the Company reported a net loss of $7.8
million, or $(0.53) per share.

Sales for the third quarter of fiscal 2003 were $14.0 million, or
9.5%, below sales for the fiscal 2002 third quarter.  During the
third quarter of fiscal 2003, sales volumes declined because North
American automobile and light truck production was 6.9% below
production levels for the comparable period in the prior fiscal
year.  The sales decrease was also the result of the conclusion of
production for model changeover, customer insourcing of production
and sales of closed businesses.  For the nine-month period of
fiscal 2003, sales declined $21.6 million, or 4.8%, from the prior
fiscal year comparable period.  Sales of businesses that were
closed during fiscal 2002 resulted in $9.0 million of the sales
decline.  The remaining $12.6 million of the decrease was due to
decreased North American automobile and light truck production,
which decreased 3.5% during the nine-month period of fiscal 2003
compared to the production levels in the nine-month period of
fiscal 2002.

Operating income for the third quarter of fiscal 2003 was $4.5
million compared to $4.0 million in the third quarter of fiscal
2002.  Operating income in the third quarter of fiscal 2002
included a $1.3 million asset impairment recovery related to a
closed facility and $0.9 million in recoveries of bad debts
previously charged to operations.  Year-to-date operating income
for fiscal 2003 was $12.8 million, an improvement of $10.3 million
over the nine-month period of fiscal 2002.  Operating results
continued to improve in the third quarter and year-to-date periods
as a result of operating efficiencies in quality and productivity,
cost reductions and closure of certain facilities.

         Cumulative Effect of Change in Accounting

As a result of the adoption of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," during
the first quarter of fiscal 2003, the Company recorded a $3.0
million, or $2.0 million after tax, goodwill impairment charge.  
The adoption of this standard reduced the net results per share
for the nine-month period of fiscal 2003 by $(0.13) per share.

                         Liquidity

At July 31, 2003, the Company's borrowings under its revolving
line of credit, which matures on April 30, 2004, were $169.0
million.  Borrowings have steadily declined from the January 31,
2002 borrowings of $287.7 million. Working capital management,
combined with the Company's optimization plan and spending
controls, has generated the funds to reduce the borrowings.  
Interest expense in the third quarter of fiscal 2003 was $1.3
million less than the prior fiscal year third quarter and $4.3
million less than the nine-month period of the prior fiscal year.

In commenting on the third quarter of fiscal 2003, President and
CEO, Theodore K. Zampetis noted, "This was an important quarter
for the Company. Our results indicate that Shiloh has stabilized
its operations and is capable of generating operating income and
positive cash flow during a quarterly period of reduced workdays
due to customer vacation and plant conversion schedules as well as
significant pension contributions.  In the third quarter, pension
plan contributions were $9.2 million, and $14.9 million for the
year-to-date period.  Operating income a year ago included $2.2
million of unusual recoveries recorded in last fiscal year's third
quarter period.  As we move forward, we continue to focus on cash
generation and lowering our debt."  On July 16, 2003, Shiloh's
corporate credit rating was raised to 'B' from 'CCC+' by Standard
& Poor's Ratings Services, reflecting Shiloh's efforts to
stabilize operating results, improve liquidity position and reduce
debt.

Mr. Zampetis continued, "Operationally, we are currently preparing
for new product launches during the last quarter of fiscal 2003
and we are undergoing certification audits to qualify for ISO/TS
16949: 2002 certification.  This is the latest and highest
international quality standard for the automotive industry and
will be a requirement for companies doing business in the future."  
Thus far, the Medina Blanking Division of Shiloh Industries has
successfully completed the audit and has been awarded the ISO/TS
16949 certificate.

Headquartered in Cleveland, Ohio, Shiloh Industries is a leading
manufacturer of blanks, engineered welded blanks, engineered
stampings and modular assemblies for the automotive and heavy
truck industries.  The Company has 11 operating locations in Ohio,
Georgia, Michigan, Tennessee and Mexico, and employs approximately
2,500.


SKTF ENTERPRISES: Hires Bennett Thrasher PC as New Accountants
--------------------------------------------------------------
SKTF Enterprises, Inc. acquired Speedemissions, Inc. in a
transaction accounted for as a reverse acquisition, with
Speedemissions viewed as the acquiring and surviving entity for
accounting purposes, effective June 16, 2003. On August 25, 2003,
Ramirez International, the independent accountant previously
engaged since the Company's inception as the principal accountant
to audit the financial statements of SKTF Enterprises, Inc.,
resigned as auditors for the Company. Because Ramirez
International resigned, the decision to change accountants was not
approved by the Board of Directors of the Company or by any audit
or similar committee thereof.

Following Ramirez International's resignation, effective as of
August 25, 2003, the Company engaged Bennett Thrasher PC, who has
been historically engaged as the principal accountant to audit the
financial statements of Speedemissions, Inc., as the principal
accountant to audit the financial statements of the Company.

The Company originally intended to retain the services of Ramirez
International to conduct the required review of their unaudited
financial statements for the period ended June 30, 2003; however,
upon the anticipated resignation of Ramirez International, the
Company engaged Bennett Thrasher PC. The engagement of Bennett
Thrasher was effective upon receipt of communications from Ramirez
International on August 18, 2003, in accordance with GAAS.

The audit report of Ramirez International on the Company's
financial statements as of December 31, 2002 and for the year
ended December 31, 2002 and the period from inception to December
31, 2001 were modified to include an explanatory paragraph wherein
they expressed substantial doubt about the Company's ability to
continue as a going concern.


SPIEGEL GROUP: Taps Great American as Liquidation Consultant
------------------------------------------------------------
As a result of decisions to vacate various locations where they
formerly conducted business, the Spiegel Debtors recognize that
certain Spiegel furniture, fixtures, and equipment have become
unnecessary to their business operations.  Andrew V. Tenzer,
Esq., at Shearman & Sterling, in New York, relates that it is
essential that the Debtors be able to employ a liquidation
consultant to sell these furniture, fixtures and equipment in a
manner that will maximize value for their estates.

Accordingly, the Debtors sought and obtained Judge Blackshear's
permission to employ Great American Group as their Liquidation
Consultant.

Mr. Tenzer tells the Court that in an effort to employ a
liquidation consultant, the Debtors reviewed bids from over 20
candidates.  After a preliminary analysis of which consultant
would likely generate the greatest value for the Debtors and
their estates, the list was narrowed down to four final
candidates.  After an eight-week review, the Debtors concluded
that Great American would best serve as their liquidation
consultant.

Great American is one of the country's leading asset disposition
firms.  In addition to helping companies maximize the value of
their assets, Great American manages human resources, real estate
relationships and other critical areas that are affected when
companies liquidate assets.  Great American's management team and
partners are retailers who have managed thousands of stores and
billions of dollars in inventory.

The Debtors are also authorized to enter into a consulting
agreement with Great American setting forth the terms and
conditions on which the firm would be employed.  Great American
is expected to provide:

   (a) Preliminary Report

       Great American will prepare and deliver to the Debtors a
       report, which includes:

       * a category listing and description of the Assets located
         at the applicable Facility,

       * projected liquidation recoveries relating to the
         disposition of the Assets,

       * estimated fees, expenses and costs relating to the
         disposition of the Assets, and

       * an explanation of the analysis undertaken in connection
         with the preparation of the report and any inherent
         assumptions.

   (b) Sale

       In the event Great American is notified by the Debtors to
       pursue a Sale with respect to the Assets located in a
       particular Facility, it will initiate the Pre-Sale Process
       within 48 hours and schedule the Sale so as to vacate the
       Facility within the determined time period.

       Great American will serve as the Debtors' primary sales
       agent for the Sale of those Assets awarded to it.  Sale
       performance will be the primary measure for a continuing
       relationship with Great American leading to further sale
       awards.

       The Debtors will have the right to terminate the
       Consulting Agreement upon five business days' notice to
       Great American.  The Debtors are prohibited from
       exercising their right to terminate while a Sale is in
       progress, unless Great American has materially breached
       the terms of the Consulting Agreement.

       Great American acknowledges that the Debtors will depend
       on it to help identify the best method for realizing the
       maximum proceeds from the sale of the Assets.  This could
       include orderly sale, auction, direct marketing techniques
       or other appropriate methods.

       All sales of Assets will be made by Great American as
       agent in fact for the Debtors.

   (c) Sale Services

       With respect to the conduct of any Sale, Great American
       will:

       (1) implement a wind-down and controlled sell-off strategy
           of the Assets, followed by an orderly sale or auction
           approach for the liquidation of the remaining Assets;

       (2) oversee the liquidation and disposal of the Assets
           from a Facility;

       (3) determine and implement appropriate point of purchase,
           point of sale and external advertising, which has been
           approved by the Debtors;

       (4) determine pricing and discounting of the Assets;

       (5) provide full-time Supervisors;

       (6) provide other related service deemed necessary or
           prudent by both parties under the circumstances giving
           rise to the Sale;

       (7) provide the Company with reporting and reconciliation
           of all accounting information in form and frequency
           that is acceptable to the Debtors; and

       (8) conduct its business in an ethical and professional
           manner, equivalent to or exceeding industry standards,
           and in and for the Debtors' best interests.

       Great American warrants and agrees to comply with and
       to conduct its business in accordance with all applicable
       federal, state and local laws and regulations and other
       agreements and to assist the Company in obtaining any
       licenses and permits required to conduct the Sales.  Great
       American will abide by the Debtors' safety and security
       procedures at each Facility.

   (d) Supervisors

       In connection with each Sale, Great American will directly
       engage individuals who will supervise and conduct each
       Sale.  The Supervisors are independent contractors engaged
       as agents of Great American, who will be under its control
       and direction at all times and will not be deemed
       employees of the Debtors.  The Supervisors' expenses,
       without mark-up, will be included in the Sales Expenses.

   (e) Great American is authorized to accept cash or checks as
       payment for the Assets sold, and to charge purchasers a
       10% buyer's premium over the Sale Price.  Great American
       will remit 50% of every Buyer's Premium collected to the
       Debtors.

   (f) Terms of Sales -- As Is, Where Is

       Great American will sell the Assets without any
       representations as to merchantability or fitness of any
       kind or nature and without warranty or agreement as to
       condition of the Assets.

For these tasks, the Debtors have agreed and are allowed to
compensate Great American according to these terms:

   (a) Sale Fees

       Upon the completion of each Sale, Great American will be
       deemed to have earned a fee equal to 10% of the aggregate
       Net Proceeds realized by the Company from the sale of the
       Assets located at a certain Facility.

   (b) Determination of Sale Expenses

       At the conclusion of each Sale, Great American will submit
       a report setting forth the sale expenses it incurred
       directly and the Sale proceeds payable.  Unless the
       Debtors contest the documented invoices within 10 days of
       receipt, then Great American will be entitled to retain
       the amounts from the Sale Proceeds.

   (c) Determination of Removal Expenses

       Before each Sale is commenced, the Debtors will identify
       any Assets that must be removed from the Facility if not
       sold.  Great American will provide a budget for the
       removal and disposal of these Assets.

   (d) Payment of Sale Fees, Buyer's Premium and Approved Sale
       Expenses

       Great American will retain from the gross sale proceeds
       realized at any Sale as its compensation pursuant to
       Section 328 of the Bankruptcy Code:

          (i) the Sale Fees;

         (ii) Approved Sale Expenses approved by the Company or
              otherwise allowed in accordance with the Consulting
              Agreement;

        (iii) one-half of the Buyer's Premium relating to the
              sale of any Assets; and

         (iv) Removal Expenses approved by the Company or
              otherwise allowed in accordance herewith.

Given the nature of its engagement, Mark P. Naughton of Great
American says, the firm will not be billing the Debtors by the
hour and will not be keeping records of time spent for
professional services rendered in these Chapter 11 cases.  Great
American will, however, be keeping reasonably detailed
descriptions of the services that were rendered pursuant to its
engagement as required by the Consulting Agreement.

Mr. Naughton discloses that Great American Appraisal and
Valuation Services, LLC -- an affiliate of Great American -- has
performed an appraisal of the Debtors' assets before the Petition
Date.  GAAV was compensated for these services prepetition.  
Great American has also served as the stalking horse bidder in
connection with the store closing sales previously conducted by
the Merchant Divisions.  In this capacity, the firm received
break-up fees.

Aside from these previous engagements, Mr. Naughton assures Judge
Blackshear that the firm has no other connection with any of the
Debtors.  Great American is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.  

The Debtors believe that their employment of Great American will
promote the economical and efficient administration of their
estates. (Spiegel Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


SSP SOLUTIONS: Terminates Lease Agreement with Research Venture
---------------------------------------------------------------
SSP Solutions, Inc. (Nasdaq:SSPX), a leading provider of identity
and information assurance products and services, has reached an
agreement with Research Venture, LLC for the termination of a
lease of real property located in the Irvine Spectrum in Southern
California in exchange for the payment of $865,000 in cash and the
issuance of 414,450 shares of SSP common stock.

By completing this agreement, SSP has eliminated further liability
for future rent payments of approximately $5.3 million, plus
related common area costs for the same time period. The terminated
lease would otherwise have continued through the seven year lease
term ending January 16, 2009.

Under the agreement, SSP must complete a previously filed
registration statement for the resale of 1,056,242 shares
previously issued to Research Venture. The Company must also file,
on or before November 30, 2003, a registration statement for
414,450 new shares issued pursuant to the agreement. If the
registration statements are suspended prior to the shares being
sold or qualifying for sale under Rule 144, the company could be
obligated to repurchase unsold shares from Research Venture at
prearranged prices.

To date, SSP has made payments to Research Venture under the lease
and in termination of the lease in the aggregate amount of $1.3
million.

"With this settlement in place, we can resume our focus on
restructuring our balance sheet and growing our company,"
commented Marvin J. Winkler, co-chairman and CEO. "We are happy to
have this matter behind us."

SSP Solutions, Inc. designs and develops innovative identity
management solutions for corporate and government institutions.
Our 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/

                         *     *     *

            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."


SUPERIOR TELECOM: Delaware Court Approves Disclosure Statement
--------------------------------------------------------------
Superior TeleCom Inc. (OTC:SRTOQ) announced that the U.S.
Bankruptcy Court for the District of Delaware has approved its
Disclosure Statement, paving the way for the Company to commence
solicitation of votes for the confirmation of its amended Plan of
Reorganization and complete its Chapter 11 restructuring.

The original Plan, filed on July 30, 2003 was amended on
August 28, 2003. The amended Plan reflects, among other things, a
proposed increase in the pro rata cash distribution to general
unsecured creditors from $2 million to $3 million. The other
distributions contemplated under the Plan generally remain
unchanged. As previously reported, the largest holders of the
Company's senior secured bank group support the principal terms
and provisions of the Plan. With this recent amendment, the
unsecured creditors committee has also indicated its support for
the Plan.

Court approval of the Disclosure Statement allows Superior to
commence the solicitation of votes from its creditors for the
approval of its amended Plan. The Court has scheduled a hearing on
October 22, 2003 to consider confirmation of the Plan which should
allow Superior to emerge from Chapter 11 in the fourth quarter of
2003.

The Company also reported that Deutsche Bank, as Agent for the
Company's $100 million DIP financing facility has found the
amended Plan "reasonably acceptable," which pursuant to the DIP
financing agreement results in an extension of the maturity date
of the DIP facility well beyond the timeframe that the Company
believes will be required to complete its restructuring process.

David S. Aldridge, Chief Financial and Restructuring Officer of
Superior TeleCom Inc. stated: "With the Court's approval of our
Disclosure Statement in hand, the timetable for our successful
emergence from Chapter 11 remains intact. We are gratified that
our amended Plan of Reorganization has the support of the
unsecured creditors committee which, when coupled with the support
of our largest secured senior lenders, should provide the momentum
for a successful solicitation and Plan confirmation process."

Steven S. Elbaum, Chairman of the Board of Directors, stated: "The
Board is pleased that Superior is now positioned to emerge from
Chapter 11 as a financially strengthened competitor and to
complete the reorganization efficiently and within a relatively
short period."

As previously announced, the proposed Plan of Reorganization
positions Superior TeleCom and its operating subsidiaries to
emerge from Chapter 11 with a substantially improved balance sheet
and a significantly deleveraged capital structure. The Plan, which
is the product of extensive negotiations with the largest holders
of the Company's $1.15 billion pre-petition senior secured credit
facility and the unsecured creditors committee, contemplates a
reduction in debt of more than $1 billion.

Superior TeleCom Inc. is one of the largest North American wire
and cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior manufactures a broad
portfolio of wire and cable products with primary applications in
the communications and original equipment manufacturer (OEM)
markets. The Company is a leading manufacturer and supplier of
communications wire and cable products to telephone companies,
distributors and system integrators and magnet wire for motors,
transformers, generators and electrical controls. Additional
information can be found on the Company's Web site at
http://www.superioressex.com


TEREX CORPORATION: Acquires Controlling Interest in Tatra a.s.
--------------------------------------------------------------
Terex Corporation (NYSE: TEX) has acquired an additional 51% of
the outstanding common shares of the Czech Republic company Tatra
a.s., an internationally recognized manufacturer of on/off-road
heavy-duty vehicles for commercial and military applications with
2002 revenues of approximately $138 million. The acquisition
brings Terex's total ownership in Tatra to approximately 71%.
Terex purchased the additional shares from SDC International, Inc.

"We view Tatra as an integral part of our ongoing military
strategy," commented Ronald M. DeFeo, Chairman and Chief Executive
Officer of Terex. "We knew when we initially invested in Tatra as
a minority shareholder that the company needed to be restructured.
Tatra needed greater working capital funding in the near term than
prior ownership was able to provide, which has led to our recent
decision to acquire the additional equity. The acquisition
announced today makes Terex the controlling shareholder of Tatra,
which was a requirement for Terex providing Tatra with the
additional working capital funding necessary to take the
restructuring actions required. While the current Tatra Board of
Directors and Supervisory Board will not change, Fil Filipov will
become the Chairman of the Supervisory Board. Mr. Filipov will
also continue as President of Terex Cranes."

Mr. DeFeo continued, "In addition to the military opportunity, we
also see Tatra as an excellent low cost engineering and
fabrication resource, and as an entree to developing markets that
many of our businesses can capitalize on. The consideration for
the incremental shares consisted primarily of the forgiveness of
debt (approximately $8.5 million) and the issuance of
approximately 209,000 shares of Terex common stock. We anticipate
that Tatra will be earnings neutral in 2003 and will add
approximately $0.05 to earnings per share in 2004. As Tatra and
Terex are each one-third owners in the American Truck Company LLC
military and specialty truck joint venture, which recently was
selected as the preferred bidder for 315 medium tactical trucks
for the Ministry of Defense of Israel, Terex will now participate
in two-thirds of this venture and will consolidate ATC's results
with that of Terex for financial reporting purposes."

Terex Corporation (S&P, BB- Corporate Credit Rating, Stable) is a
diversified global manufacturer based in Westport, Connecticut,
with 2002 revenues of $2.8 billion. Terex is involved in a broad
range of construction, infrastructure, recycling and mining-
related capital equipment under the brand names of Advance,
American, Amida, Atlas, Bartell, Bendini, Benford, Bid-Well, B.L.
Pegson, Canica, Cedarapids, Cifali, CMI, Coleman Engineering,
Comedil, CPV, Demag, Fermec, Finlay, Franna, Fuchs, Genie,
Grayhound, Hi-Ranger, Italmacchine, Jaques, Johnson-Ross,
Koehring, Lectra Haul, Load King, Lorain, Marklift, Matbro,
Morrison, Muller, O&K, Payhauler, Peiner, Powerscreen, PPM, Re-
Tech, RO, Royer, Schaeff, Simplicity, Square Shooter, Telelect,
Terex, and Unit Rig. Terex offers a complete line of financial
products and services to assist in the acquisition of Terex
equipment through Terex Financial Services. More information on
Terex can be found at http://www.terex.com


TWINLAB CORP: Files for Bankruptcy Protection in S.D. New York
--------------------------------------------------------------
Twinlab Corporation (OTCBB:TWLBE), Twinlab Laboratories Inc. and
Twin Laboratories (UK) Ltd. announced that, to address certain
financial and debt related issues, the Company has commenced
voluntary cases under chapter 11 of the Federal Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of
New York.

The Company remains in possession of its assets and properties,
and continues to operate its businesses and manage its properties
as a debtor-in-possession pursuant to sections 1107(a) and 1108 of
the Federal Bankruptcy Code.

The Company also announced that it has entered into an asset
purchase agreement with Ideasphere, Inc. of Grand Rapids, Michigan
pursuant to which the Company and certain of its subsidiaries will
sell substantially all of their assets for a purchase price of $65
million in cash, the assumption of $3.7 million of employee and
related liabilities of the Company, and the assumption of
substantial amounts of the Company's executory contracts and
unexpired leases. The sale is being conducted pursuant to section
363 of the Federal Bankruptcy Code and, as such, remains subject
to mandatory bankruptcy procedures and the approval of the
Bankruptcy Court. The sale is also subject to satisfaction of
other standard and customary conditions, including the receipt of
regulatory approvals.

The Company has filed papers seeking approval from the Bankruptcy
Court for a new $35 million debtor-in-possession financing
facility to be provided by The CIT Group/Business Credit, Inc., as
agent for a lender group. The new facility will provide an
immediate source of funds to the Company, enabling it to satisfy
the post-petition obligations associated with the daily operation
of its business, including the timely payment of raw material
purchases, manufacturing, distribution and shipping costs,
employee wages and other obligations. All Twinlab facilities and
the manufacturing and distribution plant remain functional and the
Company is conducting normal business operations.


TWINLAB CORP: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Twinlab Corporation
             150 Motor Parkway
             Suite 210
             Hauppauge, New York 11788

Bankruptcy Case No.: 03-15564

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Twin Laboratories (UK) Ltd.                03-15563
Twin Laboratories Inc.                     03-15566

Type of Business: Manufacturer and marketer of high quality,
                  science-based, nutritional supplements.

Chapter 11 Petition Date: September 4, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: Michael P. Kessler, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8000
                  Fax : (212) 310-8007

                             Estimated Assets: Estimated Debts:
                             ----------------- ----------------
Twinlab Corporation          $0 to $500K       $50MM to $100MM    
Twin Laboratories Inc.       $50MM to $100MM   More than $100MM
Twin Laboratories (UK) Ltd.  $100K to $500K    $10MM to $50MM

Twinlab Corporation's 17 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
US Bank Corporate Trust     Guarantee of Twin Labs $39,915,000
Services, as Indenture      Inc.'s obligations under
Trustee                     Indenture related to
P.O. Box 778                10-1/4% Sr Sub. Notes
Boston, MA 02102-0778       due May 2006
Elizabeth C. Hammer
Tel: 860-241-6817

Citigroup                   Guarantee of Twin Labs $19,195,000
333 West 34th St,           Inc.'s obligations
3rd Fl                      under Indenture related
NY, NY 10001                to 10-1/4% Sr Sub
John Andropoli              Notes due May 2006.
Reorganization Dept.
Tel: 212-615-9346

ABN AMRO                    Guarantee of Twin Labs  $5,779,000
499 Washington Blvd.        Inc.'s obligations
14th Fl                     under Indenture related
Jersey City, NJ 07310       to 10-1/4% Sr. Sub.
Richard Leung,              Notes due May 2006.
Corporate Actions
Tel: 201-427-4261

National Fin'l Services     Guarantee of Twin Labs  $5,121,000
200 Liberty St.             Inc.'s obligations
NY, NY 10281                under Indenture related
Tom Torillo,                to 10-1/4% Sr. Sub.
Reorganization Dept         Notes due May 2006.
Tel: 877-612-2047

Bear Stearns                Guarantee of Twin Labs  $2,780,000
One Metrotech Center N.,    Inc.'s obligations
4th Fl                      under Indenture related
Brooklyn, NY 11201-3859     to 10-1/4% Sr. Sub.
Greg Schron                 Notes due May 2006.
Tel: 347-643-2340

State Street Bank & Trust   Guarantee of Twin Labs   $2,200,000  
1776 Heritage Dr., A4 N.W.  Inc.'s obligations
Brian Port,                 under Indenture related
Corporate Actions           to 10-1/4% Sr. Sub.
N Quincy, MA 02171          Notes due May 2006.
Tel: 617-985-1143

Morgan Stanley              Guarantee of Twin Labs    $1,877,000
1 Pierrepont Plaza, 7th Fl  Inc.'s obligations
Brooklyn, NY 11201          under Indenture related
Richard Garaventa,          to 10-1/4% Sr. Sub.
Reorganization Dept         Notes due May 2006.
Tel: 718-754-5676

Merrill Lynch               Guarantee of Twin Labs    $1,220,000
Professional Clearing       Inc.'s obligations
Corp.                       under Indenture related
20 Broad St, 13th Fl        to 10-1/4% Sr. Sub.
NY, NY 10005                Notes due May 2006.
Robert Santangelo,
Reorganization Dept
Tel: 212-558-0677

Bank One Trust              Guarantee of Twin Labs     $650,000
340 S. Cleveland,           Inc.'s obligations
Building 350                under Indenture related
Westerville, OH 43081       to 10-1/4% Sr. Sub.
Minnie Robinson,            Notes due May 2006.
Corporate Actions
Tel: 614-217-8753

RBC Dain Rauscher           Guarantee of Twin Labs    $427,000  
510 Marquette Ave SW        Inc.'s obligations
8th Fl., 11Q6               under Indenture related
Minneapolis, MN 55440       to 10-1/4% Sr. Sub.
Kirk Fox                    Notes due May 2006.
Tel: 612-607-8603

UBS Paine Webber            Guarantee of Twin Labs    $299,000
Newport Center 3, 499       Inc.'s obligations
Washington Blvd, 14th Fl    under Indenture related
Jersey City, NJ 07302-4844  to 10-1/4% Sr. Sub.
John Cavin,                 Notes due May 2006.
Reorganization Dept
Tel: 201-352-4844

Pershing / Donaldson        Guarantee of Twin Labs    $143,000
                            Inc.'s obligations
                            under Indenture related
                            to 10-1/4% Sr. Sub.
                            Notes due May 2006.

Merrill Lynch Safekeeping   Guarantee of Twin Labs     $75,000
                            Inc.'s obligations
                            under Indenture related
                            to 10-1/4% Sr. Sub.
                            Notes due May 2006.

Comerica Bank               Guarantee of Twin Labs     $51,000
                            Inc.'s obligations
                            under Indenture related
                            to 10-1/4% Sr. Sub.
                            Notes due May 2006.

PNC Bank, N.A.              Guarantee of Twin Labs     $50,000
                            Inc.'s obligations
                            under Indenture related
                            to 10-1/4% Sr. Sub.
                            Notes due May 2006.

Northern Trust              Guarantee of Twin Labs     $33,000
                            Inc.'s obligations
                            under Indenture related
                            to 10-1/4% Sr. Sub.
                            Notes due May 2006.

Fiserv Securities           Guarantee of Twin Labs     $15,000
                            Inc.'s obligations
                            under Indenture related
                            to 10-1/4% Sr. Sub.
                            Notes due May 2006.


UNIFAB INT'L: Regains Compliance with Nasdaq Listing Guidelines
---------------------------------------------------------------
UNIFAB International, Inc. (Nasdaq: UFAB) has satisfied the $1.00
per share minimum bid price requirement for continued listing on
the Nasdaq SmallCap Market and that its common stock is again
trading under the symbol UFAB.  The Company was able to satisfy
the minimum bid price requirement by effecting a one-for-ten
reverse stock split of its common stock, which was approved by
stockholders at the Company's 2003 annual meeting and became
effective on August 4, 2003.

William A. Hines, the president of Midland Fabricators and Process
Systems, LLC, Unifab's majority stockholder, stated, "Prior to
Midland acquiring its interest in Unifab, I agreed with Unifab's
Board of Directors that Midland would use its best efforts to
retain a trading market for Unifab's common stock for at least two
years after the acquisition.  Midland supported the reverse stock
split in accordance with this promise."  Midland owns 7,380,000 of
the approximate 8,200,000 shares of Unifab common stock
outstanding following the reverse stock split.

UNIFAB International, Inc. is a custom fabricator of topside
facilities, equipment modules and other structures used in the
development and production of oil and gas reserves.  In addition,
the Company designs and manufactures specialized process systems,
refurbishes and retrofits existing jackets and decks and provides
design, repair, refurbishment and conversion services for oil and
gas drilling rigs.

                         *    *    *

As previously reported in the Troubled Company Reporter, revenue
levels for the Company's structural fabrication, process system
design and fabrication and international project management and
design services are approximately forty percent of those in the
same period last year. During the first nine months of the year,
the Company has experienced reduced opportunities to bid on
projects and was eliminated from bidding on various projects as a
result of the substantial deterioration of the Company's financial
condition and results of operations experienced during the 2001
fiscal year.

Further, the Company was unable to post sufficient collateral to
secure performance bonds and as a result was unable to qualify to
bid on various contracts. At September 30, 2002, backlog was
approximately $4.2 million. On August 13, 2002 the Company
completed a debt restructuring and recapitalization transaction
with Midland substantially improving the financial position,
working capital and liquidity of the Company. Since August 13,
2002, there has been a substantial increase in proposal activity
in the Company's main fabrication and process equipment markets.
In addition, the Company's capacity to provide performance bonds
on projects has improved significantly. As a result, backlog at
December 17, 2002 was approximately $24.2 million.


US AIRWAYS: August 2003 Revenue Passenger Miles Tumble 5.7%
-----------------------------------------------------------
US Airways reported its August 2003 passenger traffic.

Revenue passenger miles for August 2003 decreased 5.7 percent on
10.0 percent less capacity compared to August 2002.  The passenger
load factor was 80.8 percent, a 3.7 percentage point increase
compared to August 2002, and was both a record for the month of
August and the second highest passenger load factor in the
company's history.

Year-to-date 2003 revenue passenger miles decreased 10.1 percent
on 11.4 percent less capacity compared to the first eight months
of 2002.  The passenger load factor for the period was 74.3
percent, a 1.1 percentage point increase compared to the first
eight months of 2002.

"Leisure traffic for August, like all of the summer months, has
been strong, resulting in another monthly record load factor,"
said B. Ben Baldanza, US Airways senior vice president of
marketing and planning.  "We still are not seeing any significant
improvement in yield compared to last year as a result of
continued industry over-capacity and depressed business demand."

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc. -
- reported an 18.7 percent decrease in revenue passenger miles for
the month of August on 16.0 percent less capacity.  The passenger
load factor was 54.0 percent, a 1.8 percentage point decrease
compared to August 2002.

Year-to-date 2003, Allegheny Airlines, Inc., Piedmont Airlines,
Inc., and PSA, Inc., reported a 16.0 percent decrease in revenue
passenger miles on 15.0 percent less capacity.  The passenger load
factor was 52.6 percent, a 0.6 percentage point decrease compared
to the first eight months of 2002.

System mainline passenger unit revenue for August 2003 is expected
to increase between 6 percent and 7 percent compared to August
2002.

US Airways ended the month by completing 97.9 percent of its
scheduled flights.


US AIRWAYS: Resolves Claims Dispute with CIBC Aviation Inc.
-----------------------------------------------------------
On November 4, 2002, CIBC Aviation, Inc. filed Proof of Claim No.
3602 for $14,388,357, asserting tax indemnity claims against the
Reorganized US Airways Debtors relating to certain aircraft.  On
January 24, 2003, the Reorganized Debtors objected to Claim No.
3602.  On February 28, 2003, CIBC Aviation filed a response.  

Adam J. August, Esq., at Holland & Knight, in Atlanta, Georgia,
and John Wm. Butler, Jr., Esq., find common ground to settle this
matter.  They have agreed on a Stipulation to resolve Claim No.
3602.

Claim No. 3602 is reduced and allowed as a general unsecured
Class USAI-7 claim for $1,512,064.  All other claims of CIBC
Aviation are disallowed. (US Airways Bankruptcy News, Issue No.
37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


US FLOW: Seeks Approval for $5 Million DIP Financing Facility
-------------------------------------------------------------
US Flow Corporation and its debtor-affiliates request approval
from the U.S. Bankruptcy Court for the Western District of
Michigan of interim and final postpetition financing arrangements
and permission to continue using their secured lenders' cash
collateral.

Prior to the Petition Date, the Subsidiary Debtors financed
operations through an $86,000,000 secured facility provided by
National City Bank and certain other lenders.  It originally
consisted of:

     (a) a $60,000,000 revolving commitment,

     (b) a $15,000,000 Tranche A Term Loan, and
     
     (c) an $11,000,000 Tranche B Term Loan.

As of the Petition Date the Debtors owed:

     (a) $30,780,000 under the Revolver;

     (b) $5,750,000 under the Tranche A Term Loan; and

     (c) $0 under the Tranche B Term Loan.  

In addition, as of the Petition Date, there were three outstanding
letters of credit issued by the Lenders totaling $1,700,000.  
Borrowings under the Prepetition Facility are secured by a lien
against all or substantially all of the assets of the Subsidiary
Debtors.

In addition to the Prepetition Facility, the Subsidiary Debtors
are obligors on a 10% payment-in-kind term note dated January 14,
2003, payable to Linsalata Capital Partners Fund III, L.P. in the
principal amount of $1,000,000. The Senior Note is secured by a
lien against the Prepetition Collateral immediately junior to the
lien securing the Prepetition Facility.

Moreover, the Subsidiary Debtors are obligors on certain 12 1/2%
senior subordinate notes due December 15, 2007 with an outstanding
principal balance as of the Petition Date of $30,000,000. The
Junior Notes are unsecured obligations, held by a mix of large
institutional investors.

On the Petition Date, Debtors seek and emergency relief for
interim use of cash collateral, seeking authority to use Cash
Collateral on with the consent of the Agent and the Lenders and
Linsalata. The First Interim Cash Collateral approved by the Court
expires on August 22, 2003. Consequently, the Debtors are also
seeking authority to continue the consensual use of Cash
Collateral on an interim basis pending the Final Hearing.

Following extensive negotiations, Debtors and the Agent and the
Lenders have agreed that the Lenders will provide an overadvance
facility of up to $5,000,000 under the Credit Agreement with an
Agent's Prime Rate plus 1.25% interest.

The Debtors will pay to:

     a) $55,000 Arrangement Fee to the Agent; and

     b) $512 prorated fee to Lenders.

The Loan will mature on the earlier of 120 days after entry of
Interim Orders or the occurrence of the Event of Default.

As adequate protection, the Lenders will receive:

     a) a superpriority claim as contemplated by section 507(b)
        of the Bankruptcy Code immediately junior to the claims
        under section 364(c)(1) of the Bankruptcy Code held by
        the Agent in respect of obligations under the DIP
        Facility;

     b) liens on the property of Debtors to be encumbered in
        favor of the Agent, which adequate protection liens will
        have a priority immediately junior to the priming and
        other liens to be granted in favor of the Agent;

     c) payment on a current basis of the reasonable fees and
        expenses; and

     d) the additional reporting to be furnished to the Agent by
        Debtors under the DIP Facility.

It was clear to Debtors both from discussions with the Agent and
certain Lenders and in consultation with their advisors that a
postpetition facility of the type needed in these cases could not
have been obtained on an unsecured basis.

The Debtors tell the Court that they have an immediate need for
liquidity to purchase inventory and pay expenses required to
continue operations, including payroll. They have determined that
cash on hand and projected cash flow from operations will not be
enough, alone, to satisfy these requirements. Without financing,
vendors may refuse to sell goods to or service Debtors, which
would render Debtors unable to meet current distribution
schedules. The resulting loss of customer patronage would have an
immediate, adverse effect on the value of Debtors' assets.

The Debtors further submit that approval of debtor in possession
financing often provides vendors, customers, employees and the
public at large with confidence that the Debtors have sufficient
resources to continue operations while exploring restructuring
alternatives.

The Debtors assert that they and the Agent and the Lenders
negotiated the terms of the DIP Facility in good faith and at
arm's length. The terms are fair, reasonable, and appropriate
under the circumstances.  The Debtors further aver that after
appropriate investigation and analysis, they concluded that the
could not obtain credit on an unsecured basis, that the liquidity
sought under the DIP Facility is necessary to preserve the
estates, and that the terms of the Postpetition Financing are
fair, reasonable, and appropriate.

Moreover, it is essential to continued operations that Debtors be
authorized to obtain interim postpetition financing in the
requested amount pending the Final Hearing. Without interim
financing, Debtors will have difficulty paying vendors and
covering required operating expenses, such as payroll, which could
have a devastating and potentially irreversible effect on
operations. In the absence of such immediate financing, Debtors'
efforts to preserve the going-concern value of their businesses
will be immediately and irreparably jeopardized, to no one's
benefit. In this connection, the Debtors ask the Court to schedule
the Final Hearing on September 15, 2003, at 10:00 a.m. (prevailing
Eastern time).

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.


WEIRTON STEEL: Court Approves KPMG Engagement as Accountants
------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Weirton Steel
Corporation sought and obtained the Court's approval to employ
KPMG LLP as its accountants and tax advisors during its Chapter 11
case.

KPMG's considerable experience with rendering services,
particularly in the context of complex Chapter 11 reorganizations,
makes it well qualified to provide accounting and tax advisory
services to the Debtor.  In addition, the Debtor previously
employed KPMG as its accountants and tax advisors.  Thus, KPMG is
familiar with the Debtor's books, records, financial information
and other data.    

Robert G. Sable, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that KPMG will render these services in the
Debtor's case:

A. Accounting and Auditing Services

   (a) Audit and review examinations of the Debtor's financial
       statements as may be required from time to time;

   (b) Analysis of accounting issues and advice to the Debtor's
       management regarding the proper accounting treatment of
       events;

   (c) Assistance in the preparation and filing of the Debtor's
       financial statements and disclosure documents required by
       the Securities and Exchange Commission;
   
   (d) Assistance in the preparation and filing of the Debtor's
       registration statement required by the Securities and
       Exchange Commission in relation to debt and equity
       offerings;

   (e) Performance of other accounting services for the Debtor as
       may be necessary or desirable; and

   (f) Audits of the Debtor's various Employee Benefit Plans.

B. Tax Advisory Services

   (a) Review of and assistance in the preparation and filing of
       any tax returns;

   (b) Advice and assistance to the Debtor regarding tax planning
       issues, including, but not limited to, assistance in
       estimating net operating loss carry forwards, and state
       and local taxes;

   (c) Assistance regarding transaction taxes, state and local
       sales and use taxes;

   (d) Assistance regarding tax matters related to the Debtor's
       pension plans;

   (e) Assistance regarding real and personal property tax
       matters, including, but not limited to, review of real and
       personal property tax records, negotiation of values with
       appraisal authorities, preparation and presentation of
       appeals to local taxing jurisdictions and assistance in
       litigation of property tax appeals;

   (f) Assistance regarding any existing or future IRS, state
       and local tax examinations;

   (g) Other consulting, advice, research, planning or analysis
       regarding tax issues as may be requested from time to
       time;

   (h) Advice and assistance on the tax consequences of proposed
       plans of reorganization, including, but not limited to,
       assistance in the preparation of IRS ruling requests
       regarding the future tax consequences of alternate
       reorganization structures; and

   (i) Performance of other related accounting and tax services
       for the Debtors as may be necessary or desirable.

KPMG will maintain detailed, contemporaneous records of time and
any actual and necessary expenses incurred in connection with the
rendering of the services to the Debtor.  Accordingly, the Debtor
will compensate KPMG for its professional services on its
customary hourly rates:

Services               Professionals                Hourly Rate
--------               -------------                -----------
Accounting and Audit   Partners/Principals          $500 - 650
Services               Managing Directors/Directors  500 - 600
                       Senior Managers/Managers      325 - 600
                       Senior/Staff Consultants      225 - 325
                       Associates                    175 - 200
                       Paraprofessionals             100 - 110

Tax Advisory Services  Partners/Principals/Directors 500 - 750
                       Senior Managers/Managers      375 - 675
                       Senior/Staff Consultants      175 - 350

Tax Compliance         Partners/Principals/Directors 335 - 600
Services               Senior Managers/Managers      260 - 500
                       Senior/Staff Consultants      175 - 350

KPMG received a $50,000 retainer from the Debtor.  Of that
retainer, $32,892 has been applied to fees and expenses incurred
prepetition.  Any amounts from the retainer in excess of fees and
expenses incurred prepetition will be held by KPMG and applied
against postpetition fees and expenses, to the extent allowed by
the Court.

J. Michael Martin, a KPMG partner, tells the Court that KPMG does
not hold or represent an interest adverse to the Debtor's estate
that would impair KPMG's ability to objectively perform
professional services for the Debtor in accordance with Section
327 of the Bankruptcy Code.

Mr. Martin further relates that KPMG is a disinterested person as
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code. (Weirton Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WESTPOINT STEVENS: Court Fixes De Minimis Asset Sale Procedures
---------------------------------------------------------------
At the WestPoint Stevens Debtors' request, the Court implements
expedited procedures on the sale and abandonment of de minimis
assets.  The Sale Procedures state that:

   (a) If the sale price of a De Minimis Asset is less than
       $250,000, the Debtors will be authorized to sell the
       property or asset without further notice or further Court
       order.

   (b) If the sale price of a De Minimis Asset is greater than
       $250,000 but less than $1,000,000:

       * The Debtors will give notice via e-mail, facsimile, or
         overnight delivery service of the proposed sale to the
         attorneys for the Committee, U.S. Trustee, the Debtors'
         lenders, and any parties-in-interest to the asset,
         including taxing authorities for the jurisdiction in
         which the sale is to occur.  The notice will specify the
         De Minimis Asset to be sold, the identity of the
         purchaser, and the sale price.

       * The Notice Parties will have five business days from the
         date the Sale Notice is sent to object to, or request
         additional time to evaluate, the proposed sale.  Any
         objection or request should be in writing and delivered
         to the counsel for the Debtors -- Weil, Gotshal &
         Manges LLP.  If any party timely provides a written
         request to the Debtors' counsel for additional time to
         evaluate the proposed sale, this party will have an
         additional five calendar days to object to the proposed  
         transaction.

       * Absent a timely objection by a party to a proposed sale,
         the Debtors will be deemed authorized to sell the
         relevant De Minimis Asset.

       * If any party timely delivers an objection to the
         proposed sale, the Debtors and that party will use good
         faith efforts to resolve the objection.  If the
         objection is not withdrawn, the Debtors will have the
         option of:

         -- foregoing the consummation of the sale,
         -- modifying the terms of the proposed sale, or
         -- seeking the Court's authority to consummate the sale
            over the objection.  

   (c) If the sale price of any asset or property is greater than
       $1,000,000, the Debtors will be required to file a motion
       with the Court, pursuant to Section 363 of the Bankruptcy
       Code and in accordance with Rule 6004 of the Federal Rules
       of Bankruptcy Procedure.

   (d) The Debtors will file with the Court reports of all sales
       made pursuant to the Sale Procedures during the quarter
       with a sale price greater than $25,000.  The reports will
       set forth a description of the De Minimis Asset sold, the
       name of the purchaser, and the sale price.

   (e) Notwithstanding anything to the contrary in the Sale
       Procedures, the Debtors will provide a Sale Notice to the
       Notice Parties for any sale of a De Minimis Asset to an
       "insider" of the Debtors, as such term is defined in
       Section 101(31) of the Bankruptcy Code.

When the sale of a De Minimis Asset is not feasible, the Debtors
will either abandon or donate the properties.  During prepetition
period, the Debtors deliberated if the abandonment or donation of
the asset were appropriate.  The Debtors also determined whether
the sale of equipment were in the best economic interests of
ongoing business operations.  The Debtors believe that this would
not be the case if the equipment would add value to the
competitors.  Therefore, the Debtors opt to abandon or donate the
assets.

The Debtors maintain that continuing prepetition practices is
essential to their reorganization efforts and their long-term
business interests.  The Debtors will be reporting to the Court
every 30 days all De Minimis Assets that have a book value more
than $25,000.

De Minimis Asset sales made pursuant to the Sale Procedures would
be limited to those assets that have limited value to the
Debtors' estates and are no longer necessary for the operation of
their businesses.  The Debtors believe that the sale of De
Minimis Assets pursuant to the Sale Procedures constitutes the
most efficient and cost effective means of maximizing the value
to be realized.

In addition, the Debtors often face stringent time constraints in
meeting the closing deadlines established by interested
purchasers and in selling certain assets before there is a
significant decline in value.  The expedited Sale Procedures will
permit the Debtors to be responsive to the needs of interested
purchasers, thereby guarding against losing potential sales due
to delay, while still providing the Notice Parties meaningful
opportunity to review De Minimis Asset sales which exceed
$250,000. (WestPoint Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WORLD AIRWAYS: Flight Attendants Ratify Labor Contract Proposal
---------------------------------------------------------------
World Airways (Nasdaq: WLDA) received notification on September 2,
2003, that its flight attendants, represented by the International
Brotherhood of Teamsters (Local 210), had ratified the contract
proposal presented on July 25, 2003.  The collective bargaining
agreement with the flight attendants became amendable on July 1,
2000. The new amendable date for the agreement will be August 31,
2006.  The current agreement includes pay increases and other
benefit changes requested by the flight attendants, while
remaining supportive of the Company's financial goals.

Hollis Harris, chairman and chief executive officer of World
Airways, said, "This agreement is the culmination of diligent
efforts on the part of the flight attendants and the Company, and
it is positive for both parties. We are very pleased with the
outcome. We worked very hard to find work rule changes that would
make this a fiscally responsible contract, while still providing
our flight attendants with some of the changes they wanted,
including pay increases."

He added, "Our employees have demonstrated that they understand
the issues facing our industry and have taken a leadership role to
position our Company to succeed.  I'm pleased that we have now
closed the chapter on this matter, and we can put 100-percent of
our focus on continuing to build a strong and successful company."

The company also announced that it is preparing to increase  its
pilot ranks by approximately 10%, in order to meet increased
commercial passenger and cargo demand as well as support the
continuing high level of military activity.

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.  
For more information, visit the Company's Web site at
http://www.worldair.com  
    
World Airways Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $22 million, and a total shareholders'
equity deficit of about $22 million.


WORLD HEART: Negotiating Further Extension of Loan Maturities
-------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) announced that
discussions are continuing with its lenders regarding a further
extension of the September 2, 2003 maturity date of its senior and
subordinated loans, and it expects to reach agreement on an
extension, which will facilitate completion of permanent funding.

World Heart Corporation -- whose June 30, 2003 balance sheet shows
a total shareholders' equity deficit of about C$53 million -- a
global medical device company based in Ottawa, Ontario and
Oakland, California, is currently focused on the development and
commercialization of pulsatile ventricular assist devices. Its
Novacor(R) LVAS (Left Ventricular Assist System) is well
established in the marketplace and its next-generation technology,
HeartSaverVAD(TM), is a fully implantable assist device intended
for long-term support of patients with end-stage heart failure.


WORLDCOM INC: Bondholders Appeal Court's SEC Settlement Order
-------------------------------------------------------------
A group of MCI bondholders advises the Court that they will
appeal Judge Gonzalez' order approving the Debtors' settlement
with the Securities and Exchange Commission to the District Court
for the Southern District of New York.  The MCI Dissenting
Bondholders hold, for themselves and on behalf of certain funds
and managed accounts, Subordinated Note Claims against MCI
Communications Corp. aggregating $271,000,000, and Senior Bond
Claims against MCI Communications aggregating $87,000,000.  The
Dissenting Bondholders are not satisfied with the terms of the
SEC Settlement, as it would prejudice their potential recovery
against the Debtors' estates.

The Dissenting MCI Bondholders consist of:

1. Alpine Associates, LP,
2. Contrarian Capital Management LLC,
3. D.E. Shaw Laminar Portfolios, LLC,
4. DDJ Capital Management, LLC,
5. Deutsche Bank Securities, Inc.,
6. Sawnie McGee,
7. Milestone Vimba Fund LP,
8. Mint Securities Limited,
9. OTA Limited Partnership,
10. Harry Regenstreif,
11. Sagamore Hill Hub Fund LTD,
12. Jeane U. Schmidt,
13. Silver Point Capital,
14. Staro Asset Management LLC,
15. Triage Capital Management LLC, and
16. Triage Offshore Fund.

Kramer Levin Naftalis & Frankel LLP, in New York, represents the
Dissenting MCI Bondholders in the Debtors' cases. (Worldcom
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust
------------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Softcover:  236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at

http://www.amazon.com/exec/obidos/ASIN/1563242753/internetbankrupt  

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.  

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.
               
                          *********

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.

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

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

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

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

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

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