TCR_Public/030908.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 8, 2003, Vol. 7, No. 177

                          Headlines

ACTRADE: Brings-In John Fioretti as Chief Restructuring Officer
ALASKA AIR: S&P Ratchets Corp. Credit Rating Down a Notch to BB-
ALLIED HOLDINGS: Amends Senior Secured Credit Facility
AMERALIA: Extends Short-Term Financing Due Date to September 30
ANC RENTAL: Posts Distribution of Asset Sale Proceeds

ANTARES PHARMA: Reports Development of New Device Portfolio
ATLANTIC COAST: Posts 14.8% Increase in August 2003 Traffic
ARMSTRONG HLDGS: Asbestos Panel Seeks Disclosure of ADR Ruling
BUDGET: Courts Stretches Solicitation Exclusivity Until Dec. 1
CALPINE: Closes $86M Auburndale Plant Interest Sale to Pomifer

CARECENTRIC: Closes Merger Transaction with Borden Associates
CASUAL MALE: Files Liquidating Plan and Disclosure Statement
CHOICE ONE: Extends Buffalo Bills Partnership for Five Years
CKE RESTAURANTS: Will Publish Q2 Results on September 17
COEUR D'ALENE: Commences Public Offering of 20.6 Million Shares

COM21: Court OKs Sale of Video Product Line and Remaining Assets
CONCERT IND: Canadian Court Extends CCAA Protection Until Oct. 3
CREDIT SUISSE: S&P Assigns Prelim. Ratings to Ser. 2003-4 Notes
CROWN CASTLE: Will Present at Morgan Stanley Conference Today
DELTA AIR LINES: Reports Declining August 2003 Traffic Results

DOMAN INDUSTRIES: Court-Appointed Monitor Files August Report
DVI: Seeks to Continue Employing Ordinary Course Professionals
EAGLEPICHER: Confirms No Cash Dividend on Preferred Stock
EL PASO CORP: Director Thomas R. McDade Resigns from Board
ENCOMPASS SERVICES: Selling 16 Non-Core Business Operations

ENRON CORPORATION: Wants Plan Voting Procedures Established
EQUIFIN: Elects Not to Proceed with Proposed Celtic Merger
EXEGENICS: AVI BioPharma Terminates Exchange Offer & Merger Plan
FASTNET CORP: Chapter 11 Filing Raises Going Concern Uncertainty
FERRELLGAS PARTNERS: Acquires Bud's Propane Service in Oregon

FLEXTRONICS: Reports Final Results of Sr. Sub Notes Tender Offer
FRONT PORCH: Recurring Losses Raise Going Concern Uncertainty
FRIENDLY ICE CREAM: Amends By-Laws' Advance Notice Requirements
GAP INC: Hires Nicholas Severino as Divisional CFO for Gap Brand
GAP INC: August 2003 Net Sales Climb 5% to $1.22 Billion

GENCORP INC: Revises Earnings Guidance for Third Quarter
GENSCI REGENERATION: Publishes Info Circular on IsoTis Merger
GENTEK INC: Court Okays Solicitation and Tabulation Protocol
GENUITY INC: Chapter 7 Liquidation as Alternative to Chapter 11
INTERNATIONAL POWER: Releases Half Year 2003 Interim Results

IPC ACQUISITION: Completes Refinancing of Sr. Credit Facilities
KEY COMPONENTS: S&P Affirms & Revises Ratings Outlook to Stable
KM LOGISTICS: CEO Convicted of Fraud Scheme, US Attorney Reports
LASERSIGHT: Delays SEC Report Filing & Extends GE Loan Agreement
LASERSIGHT INC: Files for Chapter 11 Reorganization in Florida

LOGOATHLETIC: Files Plan and Disclosure Statement in Delaware
LUCENT TECH: Ratings Affirms & Removes Watch on Lower-B Ratings
MCMS INC: Files Liquidating Plan and Disclosure Statement
MGM MIRAGE: Ratings Dive After Continuing of Share Repurchase
MICHAELS STORES: August 2003 Sales Jump-Up 7% to $186 Million

NAT'L BENEVOLENT: Fitch Hatchets Rating on $149-Mill Bonds to B-
NET2000 COMMS: Trustee Employs Parente Randolph as Accountants
NETMEASURE TECH: Amisano Replaces Grant Thornton as Accountant
NORTEL: S&P Changes Outlook on Affirmed Low-B Ratings to Stable
NUCENTRIX BROADBAND: Files for Chapter 11 Protection in Texas

ORION REFINING: Sept. 22 is Prepetition & Admin. Claims Bar Date
OWENS & MINOR: Converts $2.6875 TECONS into Common Stock
PENN TRAFFIC: Names James Demme As New Chairman of the Board
PETROLEUM GEO: Fitch Withdraws D Ratings
PG&E NATIONAL: Turns to Deloitte & Touche for Tax Advice

PHILIP SERVICES: Court Fixes September 23, 2003 Claims Bar Date
PRIMEDEX HEALTH: Files Prepack. Chapter 11 Petition in Calif.
PRIME RETAIL: Amends Merger Agreement with Lightstone Group
PRIMUS TELECOM: Commences $75MM Convertible Sr. Debt Offering
QWEST: Files Long-Distance Application With FCC for Arizona

ROWE INT'L: Case Summary & 20 Largest Unsecured Creditors
ROYAL & SUNALLIANCE: Insurer Fin'l Strength Rating Dives to BB-
SILICON GRAPHICS: Losses & Liquidity Issues Prompt Neg. Outlook
SK GLOBAL: Wants Schedules Filing Deadline Moved to September 30
SPIEGEL: Unsecured Panel Brings-In McMillan as Canadian Counsel

SPIEGEL GROUP: Records $104.4 Million Net Sales for August
SR TELECOM: Completes Acquisition of Netro Corporation
TOP FLITE: Court Okays Callaway Golf's Offer to Acquire Assets
TWINLAB CORP: Case Summary & 17 Largest Unsecured Creditors
UNITED AIRLINES: August Revenue Passenger Miles Tumble 8.1%

US AIRWAYS: Enters Pact Settling Claims with Bombardier et al.
US FLOW: Court OKs The Garden City as Claims and Noticing Agent
USG CORP: Wants Exclusive Period Extended Until March 1, 2004
VALLEY MEDIA: Wants to Stretch Exclusivity through November 10
WEIRTON STEEL: Court Approves CIBC's Retention as Fin'l Advisors

WESTPOINT STEVENS: Gets Okay to Assume 5 Alabama Gas Contracts
WHEELING-PITTSBURGH: Dispute Settlement with BOC Gets Court Nod
WORLD HEART: Lenders Further Stretch Loan Maturities Until Fri.

* Cambridge Credit Launches GoodPayer.com for Consumers

* BOND PRICING: For the week of September 8 - 12, 2003

                          *********

ACTRADE: Brings-In John Fioretti as Chief Restructuring Officer
---------------------------------------------------------------
Actrade Financial Technologies Ltd. has hired John Fioretti to
serve as the Company's Chief Restructuring Officer. As previously
announced, the Company has ceased writing new business and will
shortly be conducting an auction sale of its operating assets.
Accordingly, as the Company moves to a new phase, Mr. Fioretti
will replace the Company's Chief Executive Officer, Richard
McCormick, who will be leaving the Company and transitioning his
responsibilities to Mr. Fioretti over the coming weeks.

Mr. Fioretti has thirteen years of restructuring experience acting
as an interim crisis manager, financial advisor, and portfolio
manager of troubled debt. He has worked with both creditors and
debtors in several different industries, including finance, real
estate, healthcare and transportation as well as with various
manufacturing, wholesale and service companies.  Mr. Fioretti has
extensive experience with bankruptcy matters (restructurings and
liquidations) and out of court settlements.

Mr. Fioretti's prior employment also includes three years with
National Westminster Bank as a Vice President in its Special Loan
& Real Estate Division and five years with Marine Midland Bank as
a middle market commercial loan officer and completing its formal
one-year credit training program. He graduated from Lehigh
University in 1986 with a B.S. in Accounting.

Actrade is a publicly traded holding company incorporated in the
State of Delaware. Its business operations are conducted through
its subsidiaries that provide payment technology solutions that
automate financial processes and enhance business-to-business
commerce relationships. Actrade filed for Chapter 11 protection on
December 12, 2002, (Bankr. S.D.N.Y. Case No. 02-16212).


ALASKA AIR: S&P Ratchets Corp. Credit Rating Down a Notch to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Alaska
Air Group Inc. and subsidiary Alaska Airlines Inc., including
lowering the corporate credit rating on both to 'BB-' from 'BB.'
Ratings were removed from CreditWatch, where they were placed
March 18, 2003. The outlook is negative.

"The downgrade is based on the company's weakened financial
profile," said Standard & Poor's credit analyst Betsy Snyder.
"Although Alaska Air continues to have an above-average financial
profile among U.S. airlines, its credit ratios have suffered from
losses incurred since 2000, and are not expected to improve
significantly over the near term," the credit analyst continued.

The ratings on Alaska Air Group Inc. reflect a medium-sized route
network serving competitive markets, and the inherent riskiness of
the airline industry, offset somewhat by relatively low operating
costs and good liquidity. Alaska Air Group is the holding company
for Alaska Airlines Inc., its major operating subsidiary, and
Horizon Air Industries Inc. Alaska Airlines operates hubs at
Seattle, Wash., Portland, Oregon, and Anchorage, Alaska, primarily
serving destinations in Alaska from the lower 48 states, as well
as destinations along the West Coast of the U.S., Canada
(Vancouver), and Mexico. More recently, the company has begun to
serve East Coast destinations from Seattle--including Washington,
D.C., Newark, New Jersey, Boston, and Miami. Despite significant
competition from Southwest Airlines  and United Air Lines, Alaska
Airlines has a substantial market share on many of the routes it
serves along the West Coast. It also benefits from alliance
relationships with a number of airlines, including American
Airlines, Continental Airlines, and Northwest Airlines. Horizon
Air is a commuter airline that operates out of hubs at Seattle and
Portland. Although Alaska Air Group's financial profile is among
the best in the airline industry, its credit ratios have weakened
since 2000, due primarily to losses incurred from weak operating
conditions throughout the industry. While the company's earnings
are expected to recover in 2004, its credit ratios are not
expected to return to previous levels over the near term. Alaska
Air's lease-adjusted debt to capital, while elevated, is among the
lowest in the industry--79% at June 30, 2003.

Ratings could be lowered if the continuing weak airline
environment prevents an anticipated gradual improvement in
earnings and liquidity.


ALLIED HOLDINGS: Amends Senior Secured Credit Facility
------------------------------------------------------
Allied Holdings, Inc. (Amex: AHI) has successfully completed an
amendment to its senior secured credit facility to extend the
maturity, increase liquidity, and adjust financial covenants among
other changes.

The amendment provides Allied with a $190 million senior secured
facility consisting of a $100 million term loan and a $90 million
revolving credit facility. The amendment extends the final
maturity date of the entire facility from February 2005 to
September 2007. Ableco Finance LLC and Wells Fargo Foothill, Inc.,
a wholly-owned subsidiary of Wells Fargo & Company (NYSE: WFC),
remain as agents of the amended facility.

The $100 million term loan will bear interest in a range between
8.5% and 11.5% to be determined based solely on the Company's
leverage as defined in the agreement. The interest rates on the
previous term loans were based solely on a spread over the prime
rate. The weighted average rate of interest on the prior term
loans before the amendment was 10.0%. Interest rates under the
amended revolving credit facility will remain unchanged from the
prior facility at the prime rate plus 1.5% with a minimum interest
rate of 6.5%.

Prior to the amendment, the senior credit facility consisted of a
$120 million revolving credit facility and $82.75 million of term
loans. Prior to the amendment the unpaid balance of the term loans
was $66.0 million and outstanding borrowings under the revolving
credit facility were $36.5 million. As a result of the amendment,
the outstanding balance of the term loans will be increased to
$100 million with a corresponding reduction to the outstanding
borrowings under the revolving credit facility. This change will
provide additional liquidity under the revolving credit facility.
The amended facility also reduces the minimum EBITDA covenant, as
defined in the agreement, to $50 million for a rolling twelve-
month period. The amended facility continues to be secured by all
assets of the Company and its subsidiaries (other than its captive
insurance company). Allied's $150 million of 8 5/8% senior
unsecured notes due in 2007 will continue as a part of the
Company's capital structure.

Commenting on the announcement, Hugh E. Sawyer, Allied's President
and Chief Executive Officer, said, "The amended facility provides
Allied with more favorable financial covenants, additional
availability and extends the maturity date of the facility for an
additional two and a half years. More flexible covenants and
additional availability will facilitate opportunities for
investments in the equipment and technology that supports
outstanding customer service. Although we will continue to face
challenging external events in this transition year of the
turnaround, this amendment to our senior secured credit facility
is clearly another positive step in the revitalization of Allied
Holdings."

                          *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its 'B' corporate credit rating on automobile
transporter Allied Holdings Inc., and at the same time, removed
the ratings from CreditWatch. The action reflected Allied
Holdings' announcement that it had refinanced an unrated $230
million revolving credit facility and $40 million in unrated
subordinated debt.

Allied Holdings, based in Decatur, Ga., is the largest North
American motor carrier of new and used automobiles and light
trucks. The company has about $370 million in debt and operating
leases.


AMERALIA: Extends Short-Term Financing Due Date to September 30
---------------------------------------------------------------
On February 20, 2003, AmerAlia, Inc., through its indirect,
wholly-owned subsidiary, Natural Soda, Inc. (formerly named
"Natural Soda AALA, Inc."), purchased the assets of White River
Nahcolite Minerals Ltd. Liability Co. and certain related
contracts held by IMC Chemicals Inc. with short-term financing
provided by funds associated with The Sentient Group of Grand
Cayman. Natural Soda, Inc. is owned by Natural Soda Holdings, Inc.
(formerly "Natural Soda, Inc."). AmerAlia owns 100% of the
outstanding stock of Natural Soda Holdings, Inc.  White River
Nahcolite Minerals is an indirect, wholly-owned subsidiary of IMC
Global, Inc.  IMC Chemicals is a subsidiary of IMC.

The original terms of the short-term financing required repayment
on March 24, 2003, however, the parties extended the repayment
date to April 17, 2003, then to May 31, 2003, then to June 30,
then to July 31 and then again until August 31, 2003. Certain of
the conditions precedent have not been met and the parties have
agreed to extend the due date of the short-term financing until
September 30, 2003.

The company's March 30, 2003, balance sheet discloses a net
capital deficit of about $723,000.


ANC RENTAL: Posts Distribution of Asset Sale Proceeds
-----------------------------------------------------
Judge Walrath approves the sale of substantially all of ANC Rental
Corporation's assets to Cerberus Capital Management free and clear
of all Claims, Liabilities and Encumbrances, except for the
Assumed Liabilities and Permitted Encumbrances.  The Court also
authorizes the Debtors to assume and assign the Assigned
Contracts to Cerberus.

The proceeds of the Sale will be distributed in this manner:

   1. an amount to be agreed upon, not to exceed $6,800,000, will
      be placed in an interest-bearing escrow to provide for the
      payment of ad valorem tax liens;

   2. in accordance with the prior Court Orders, to Congress
      Financial Corporation, as agent under a June 30, 2000
      Amended and Restated Credit Agreement, in payment in full
      of the secured claim against the Debtors arising under the
      June 30, 2000 credit agreement;

   3. to Lehman Commercial Paper, Inc., as agent under the
      Supplemental Facility, in full payment of its secured
      claim against the Debtors arising under the Supplemental
      Facility;

   4. the balance will be paid over to Lehman on account of its
      $180,000,000 secured claim.  Lehman will retain a
      deficiency claim to the extent the proceeds are less than
      $180,000,000.  To the extent any funds remain in the
      Professional Fee Reserve or the Ad Valorem Tax Reserve at
      the earlier of (i) June 30, 2004, (ii) the effective date
      of a reorganization plan for the Debtors, or (iii) when all
      amounts to be paid out of the reserves have been paid, the
      funds will be paid to Lehman on that date.

Lehman has agreed to allocate, out of its recovery on account of
its secured claim:

   -- an amount to be agreed upon, not to exceed $8,500,000, that
      will be placed in an interest-bearing escrow for the
      payment of Bankruptcy Related Professional Fees accrued and
      unpaid up to and including the later of the Closing Date of
      the sale or confirmation of a reorganization plan, the
      balance of the reserve to be returned at that time; and

   -- $250,000, which will be reserved to the estate and will be
      deposited into a liquidating trust, and all the
      distributions to creditors will be indefeasible.

The distribution to Lehman on account of its $180,000,000 secured
claim will not be indefeasible if there is a dispute by Liberty
Mutual Insurance Company whether there was a closing in
compliance with the Sale Order and the Letter Agreement, which
dispute has not been resolved by either the parties' consent or a
final Court order.

Liberty will have no liens, security interests or claims in or to
any assets remaining in the Debtors' estates after the Closing
except for:

   1. Liberty's lien on, pledge of and claim to the stock of
      ANC's foreign subsidiaries that were not part of the sale;
      and

   2. upon foreclosure of the stock, the assets of the Non-
      Acquired Foreign Subsidiaries.

Liberty's lien, security interest and claim in or to the stock of
the Non-Acquired Foreign Subsidiaries will continue to be a
pledge of, and a perfected first priority security interest in
the Non-Acquired Foreign Subsidiaries Stock.  The pledge and
security interest will continue to stand as collateral for the
performance of all obligations owed to, and rights of, Liberty
under the Liberty Orders and Liberty will retain its claims
against the Debtors' estates, but with recourse being limited
solely to the Non-Acquired Foreign Subsidiaries and their stock.

Liberty will retain all of its rights and remedies with respect
to its interests in the Non-Acquired Foreign Subsidiaries,
including the proceeds derived from the sale or other disposition
of the collateral.  Liberty will be entitled to receive and hold
the proceeds as additional cash collateral for any and all rights
of, and obligations owing to, Liberty under certain orders
granting Liberty superpriority status on the Debtors' assets.
Liberty's rights under the Letter Agreement will not be
prejudiced by the Sale.

If the Debtors submit a qualifying bid in connection with the St.
Louis Concession Bid Rights that results in a new concession
agreement between the City of St. Louis, Missouri and ANC prior
to the closing of the Sale, Judge Walrath authorizes ANC to
assign the concession agreement to Cerberus without the consent
of the City of St. Louis, Missouri.

The hearing regarding the assumption and assignment of certain
insurance policies Liberty issued and with regard to Liberty's
objection to the assignments, and the assumption and assignment
of certain insurance policies issued by ACE Insurance Company or
its affiliates is adjourned until September 8, 2003.

Judge Walrath further orders Cerberus to pay to DaimlerChrysler
Corporation all amounts outstanding under a Loan and Security
Agreement, dated March 17, 2003, between ANC, certain guarantors
and DaimlerChrysler.

Cerberus has agreed to assume and satisfy Lehman's obligation to
pay the Sale Proceeds Bonus to certain ANC employees pursuant to
the Court order approving the Sale Proceeds Bonus Program.  In
the event that Cerberus fails to make the payments, Lehman will
satisfy the Bonus Plan Obligations.

No transfer or assignment of any of the New Vehicles Transaction
Documents, including the New Master Lease Agreement and the
Existing Master Lease Agreement will occur without the express
prior written consent of MBIA Insurance Corporation. (ANC Rental
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ANTARES PHARMA: Reports Development of New Device Portfolio
-----------------------------------------------------------
Antares Pharma, Inc. (OTC Bulletin Board: ANTR) has completed
preliminary clinical testing on several of its new device
products, and these devices are now available for licensing for
use with specific products.  These device products include:

    -- The next generation of re-usable needle-free injector,
       Valeo(TM), a smaller and more portable system than
       current needle-free injectors, designed for use with
       drugs in cartridge containers, rather than vials, a
       format that has become more widely used for several
       patient self-administered products.

    -- The Vibex(TM), a pre-filled, single-use device
       incorporating Antares Pharma's proprietary mini-needle
       technology.  The Vibex(TM) is designed to deliver
       products for shorter-term use, intermittent need,
       or for emergency situations.

    -- The Ventrix(TM), a variant of Vibex(TM), designed
       specifically for physician office based administration of
       vaccines.

Commenting on the progress of these device products, Peter
Sadowski, Ph.D., Vice President of the Devices Group, said, "We
are very pleased that our efforts over the past two years have led
to the establishment of three additional device products in our
portfolio.  Our clinical studies and those performed by potential
business partners have confirmed the performance of these devices.
The next stage in development will be scale-up associated with
specific product and customer needs."

Mike Kasprick, Executive Director for Business Development, added,
"These new devices are positioned to meet the drug delivery
requirements of several current and emerging products from the
biotechnology and pharmaceutical industry.  They offer enhanced
patient ease of use, reduced cost, and protection from accidental
needle-stick injuries.  Additionally, we believe that these
devices will further interest our pharmaceutical partners who
recognize that compliance with patient self-injection therapy
regimens is linked to positive treatment outcomes."  He further
commented that Antares Pharma believes that several products of
biotechnology research may only reach their full commercial
potential when patients have alternatives to conventional
injection systems.

Antares Pharma develops pharmaceutical delivery systems, including
needle-free and mini-needle injector systems and transdermal gel
technologies.  These delivery systems are designed to improve both
the efficiency of drug therapies and the patient's quality of
life.  The Company currently distributes its needle-free injector
systems in more than 20 countries.  In addition, Antares Pharma
conducts research and development with transdermal gel products
and currently has several products in clinical evaluation with
partners in the US and Europe.  The Company is also conducting
ongoing research to create new products that combine various
elements of the Company's technology portfolio.

Antares Pharma has corporate headquarters in Exton, Pennsylvania,
with manufacturing and research facilities in Minneapolis,
Minnesota, and research facilities in Basel, Switzerland.

                   *      *      *

                    Balance Sheet

Cash and cash equivalents at December 31, 2002, and June 30, 2003,
were approximately $268,000 and $305,000, respectively.  Assets at
December 31, 2002, and June 30, 2003, were $6.409 million and
$5.869 million, respectively, and net shareholders' equity
(deficit) at December 31, 2002, and June 30, 2003, was
approximately $655,000 and ($5.828) million, respectively.

The decrease in net shareholders' equity reflects the effects of
operations continuing at a loss and a non-cash mark-to-market
accounting charge relating to warrants classified as debt.


ATLANTIC COAST: Posts 14.8% Increase in August 2003 Traffic
-----------------------------------------------------------
Atlantic Coast Airlines (Nasdaq: ACAI) reported preliminary
consolidated passenger traffic results for August 2003.
Systemwide, the company generated 301.0 million revenue passenger
miles, a 14.8 percent increase over the same month last year,
while available seat miles rose to 403.6 million, an 8.1 percent
increase.  Load factor was 74.6 percent versus 70.3 percent in
August 2002.  For the month, 754,828 passengers were carried, a
12.4 percent increase over the same month last year.

For the eight months ended August 31, 2003, compared to the same
period in 2002, RPMs grew to 2.2 billion, an increase of 19.8
percent, while ASMs were 3.0 billion, a 5.8 percent increase.  The
company carried 5,630,223 passengers during the eight months ended
August 31, 2003, compared to 4,559,743 in 2002, an increase of
23.5 percent on a year-over-year basis.

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada.  The
company also operates charter flights as ACA Private Shuttle.  ACA
has a fleet of 146 aircraft-including 118 jets-and offers over 830
daily departures, serving 84 destinations.

On July 28, 2003, ACA announced it anticipates that its
longstanding relationship with United Airlines will end, and that
it will establish a new, independent low-fare airline to be based
at Washington Dulles International Airport.

Atlantic Coast Airlines (S&P/B-/Negative) employs over 4,800
aviation professionals. The common stock of parent company
Atlantic Coast Airlines Holdings, Inc. is traded on the Nasdaq
National Market under the symbol ACAI. For more information about
ACA, visit its Web site at http://www.atlanticcoast.com


ARMSTRONG HLDGS: Asbestos Panel Seeks Disclosure of ADR Ruling
--------------------------------------------------------------
The Official Committee of Asbestos Claimants and Dean M. Trafelet,
the Legal Representative for Future Asbestos Claimants in the
Chapter 11 cases of Armstrong Holdings, Inc. and its debtor-
affiliates, ask Judge Newsome to:

   -- force the Debtors to disclose an arbitration appellate
      panel ruling regarding the Debtors' insurance assets, and

   -- prevent Liberty Mutual from stopping that disclosure.

The Asbestos Claimants and Mr. Trafelet believe that the appellate
ruling may affect -- perhaps dramatically -- the ultimate recovery
available from the contribution of certain insurance assets to the
asbestos trust established under the Bankruptcy Code and the
Debtors' Plan of Reorganization.  As the amounts of the
distribution available to asbestos claimants are dependent on the
amount of insurance proceeds recovered by or on behalf of the
Trust, simple fairness dictates that the asbestos constituents
should have access to information that is relevant to the value of
the insurance at issue.

The Asbestos Committee is represented by Aileen F. Maguire, Esq.,
at Campbell & Levine LLC, in Wilmington, Delaware, while Mr.
Trafelet is represented by Maribeth L. Minella, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

                        Why It's Necessary

In 1996, the Debtors and Liberty Mutual became involved in an
alternative dispute resolution proceeding to resolve a question
about whether a majority of the asbestos personal injury claims
asserted against the Debtors constituted "non-product" or general
liability claims under the terms of certain insurance policies.
The Liberty Mutual policies that were in effect from 1973 through
1976 provide $40,000,000 in coverage, plus defense costs, for
settlements and judgments incurred in connection with non-products
claims.  The Liberty Mutual policies in effect for the period from
1977 through 1981 have no aggregate limit for non-product claims.
On January 29, 2002, a final judgment was entered in the Debtors'
favor at the conclusion of the trial phase of the ADR.  Liberty
Mutual appealed the Final Judgment pursuant to the Wellington
Agreement's ADR rules.  Oral argument on the appeal was heard on
March 11, 2003.  The Debtors recently notified counsel for the
Asbestos Claimants and Mr. Trafelet that the appellate panel
entered a decision reversing the Final Judgment.  The Asbestos
Claimants and Mr. Trafelet believe that the Appellate Ruling,
arguably, could adversely impact the recoverability of insurance
assets available to the Trust.  Accordingly, the Asbestos
Claimants and Mr. Trafelet seek to review the arbitration papers
so they can better understand the proposed contribution of
insurance assets to the trust.

             The Debtors' Confidentiality Agreement

On August 8, 2003, counsels for the Asbestos Claimants and Mr.
Trafelet sent a letter to the Debtors demanding copies of the
Appellate Ruling, the underlying judgment, and any briefs that the
Debtors and Liberty Mutual filed in connection with Liberty
Mutual's appeal from the underlying judgment.  The Debtors
responded to the Demand Letter and asserted that under the
provisions of the Wellington Agreement, and pursuant to a
Confidentiality Agreement between Liberty Mutual and the Debtors,
they are prohibited from releasing the Appellate Ruling, the
underlying judgment, or any attendant briefing.  The Debtors have
previously attempted to disclose the Final Judgment as well as the
briefing papers submitted to the appellate panel.

On July 1, 2002, the Debtors filed a complaint in Pennsylvania
seeking a declaratory judgment with respect to certain issues
concerning the Liberty Mutual policies in effect from 1977 through
1981 that were not resolved in the pending ADR.  These issues
included:

       (1) Liberty Mutual's effort to obtain reformation of the
           deductible and aggregate limit provisions for
           policies in effect from 1977 through 1981 to make
           them apply to all asbestos claims, and not only
           products and completed operations hazard claims; and

       (2) Liberty Mutual's assertion that all asbestos claims
           constitute a single occurrence for purposes of per-
           occurrence limits.

On July 18, 2002, Liberty Mutual asked the Bankruptcy Court to
modify the automatic stay so that it could file counterclaims
against the Debtors in the pending Pennsylvania Litigation.
Liberty Mutual's request has not yet been decided by the Court.
In response, the Debtors proposed to disclose some aspects of the
ADR to demonstrate that Liberty Mutual was merely attempting to
re-litigate already resolved issues.  But Liberty Mutual sought a
protective order to prevent the Debtors' disclosure.

On August 1, 2002, the Court granted Liberty Mutual's request and
issued a protective order.  The Protective Order provided that any
confidential information identified in the confidentiality
agreement should remain confidential until further Court order.
However, the Court's order also provided that the provision only
applied to matters that were pending before the Court regarding
Liberty Mutual's request for relief from stay.  The order further
provided that Debtors' counsel "shall promptly notify the Court"
when the arbitration appeal "has been adjudicated by final order."

       Entry of Final ADR Ruling Reopens Disclosure Issue

The Asbestos Claimants and Mr. Trafelet do not know whether the
Debtors have so notified the Court about the Appellate Ruling.  It
is apparent from the order that the Court was merely trying to
preserve the confidentiality of the arbitration proceedings until
they reached a final conclusion.  Once a final ruling was entered,
the Court was prepared to revisit the issue of confidentiality
concerning the ADR.

The importance of allowing the arbitration process to play itself
out is further underscored by the fact that the parties continued
to adjourn argument on Liberty Mutual's motion to lift stay and
proceed with counterclaims in the Pennsylvania Litigation until
the arbitration panel ruled.  Now that the Appellate Ruling has
been entered, the Court seemingly finds itself in a position to
consider not only Liberty Mutual's motion to lift stay, but also
the Debtors' proposal to disclose some aspects of the ADR to
demonstrate that Liberty Mutual's counterclaims are repetitive.

                 Relevance of Needed Documents

At a minimum, the papers at issue are among the type of relevant
information that is routinely made available to creditors pursuant
to Rule 2004 of the Federal Rules of Bankruptcy Procedure.
Granting the Asbestos Claimants and Mr. Trafelet access to these
papers is also entirely consistent with the spirit of the
Bankruptcy Code's disclosure statement requirements -- to provide
affected constituencies with material information.

In Armstrong's case, there can be no serious question that the
Asbestos Claimants and Mr. Trafelet are entitled to review the
Final Judgment, the Appellate Ruling and the briefing papers that
preceded the Appellate Ruling.  First, neither the Debtors nor
Liberty Mutual can provide any evidence that the underlying
judgment, Appellate Ruling or briefs contain:

       (1) any trade secret or confidential research,
           development or commercial information, or

       (2) any scandalous or defamatory matter within the
           meaning of Section 107(b)(2) of the Bankruptcy Code
           and Rule 9018 of the Federal Rules of Bankruptcy
           Procedure.

Indeed, the Debtors themselves filed a declaration in July 2002
identifying in exhaustive detail the nature of the information
contained in the trial phase and Final Judgment of the
arbitration.  Most of the information concerned material that the
Debtors had before the arbitration or that the Debtors disclosed
to the insurers in the arbitration, including Liberty Mutual.  It
is also clear that the briefing papers prepared by Liberty Mutual
on appeal to the arbitration panel contain almost no information
that the Debtors did not already have.

The Debtors, and by extension, Liberty Mutual Insurance Company,
cannot offer a compelling reason for continuing to shroud the
arbitration documents in secrecy, especially when those documents
may shed substantial light on the insurance recoveries.  Indeed,
neither the Debtors nor Liberty Mutual can demonstrate that the
arbitration documents contain trade secrets, confidential research
or defamatory matters -- the statutory touchstones for keeping
papers under seal.

Moreover, the Appellate Ruling could affect certain ongoing
litigation between the Debtors and Liberty Mutual in the United
States District Court for the Eastern District of Pennsylvania
captioned "Armstrong World Industries, Inc., v. Liberty Mutual
Ins. Co."  By keeping the Appellate Ruling and related papers
under seal, the Asbestos Claimants and Mr. Trafelet are handcuffed
in trying to assess the likely course of that litigation, which
may also result in diminishing the ultimate size of the insurance
asset.

Lastly, to the extent that Liberty Mutual asserts it is entitled
to the benefits of a Section 524(g) injunction -- an assertion
that the Asbestos Claimants and Mr. Trafelet intend to vigorously
oppose, Liberty Mutual cannot have it both ways -- obtaining the
benefits of a Section 524(g) injunction, while refusing to share
with asbestos claimants information that may affect their recovery
from the Trust. For all of these reasons, the Debtors should be
required to provide the Asbestos Claimants and Mr. Trafelet with
the Appellate Ruling, the underlying judgment, and the briefing
papers that were submitted to the appellate panel.

         London Market Insurers Objects -- No Disclosure!

John S. Spadaro, Esq., at Murphy Spadaro & Landon, in Wilmington,
represent certain underwriters at Lloyd's, London and certain
London Market Companies, who or which severally subscribed
policies of excess liability insurance in AWI's favor and who were
defendants in an arbitration proceeding captioned "Armstrong World
Industries Inc. v. Aetna Casualty and Surety Co., et al."  These
Underwriters object vociferously to the request made by the
Asbestos Claimants and Mr. Trafelet.

In particular, the London Market Insurers object to that portion
of the Joint Motion which seeks the disclosure of Judge Bua's
Phase I Decision from the AWI ADR proceeding and any briefs,
orders and other submissions by, relating to or referencing London
Market Insurers, to the extent any of those documents are attached
as exhibits to the briefs which are the subject of the Joint
Motion.

The London Market Insurers and AWI, among other parties,
participated in the arbitration pursuant to the Wellington
Agreement, a confidential agreement between insurers and insured
entities that governs the handling of asbestos-related claims.
During this arbitration, the London Market Insurers produced
documents and deposition testimony that were deemed confidential
under the rules governing the arbitration. Witnesses testified on
the London Market Insurers' behalf at the Phase I trial of the
arbitration.  The London Market Insurers also filed numerous
trial-related motions and summary judgment motions in connection
with the arbitration.  Judge Bua discussed certain of these
materials in the Phase I decision that the Asbestos Claimants and
Armstrong now seek to disclose.  The London Market Insurers'
participation in the AWI ADR proceeding ceased when the parties
settled their dispute.

           London Market Insurers Materials Are Subject To
           Confidentiality Provisions Which Protect Their
            Disclosure In "Non-Wellington" Proceedings

Among the materials that the Asbestos Committee demands is Judge
Bua's Phase I decision in the arbitration between AWI and the
London Market Insurers, which AWI apparently attached to its
submission to the Court for an in camera review.  The London
Market Insurers object to the disclosure of the decision because
it contains confidential information concerning the London Market
Insurers that the parties to the AWI arbitration agreed to keep
confidential.  Further, to the extent the materials the Asbestos
Committee seeks may also include other briefs, orders or any other
pleadings or submissions by, relating to or referencing the London
Market Insurers from Phase I of the AWI Arbitration, the London
Market Insurers ask the Court to deny the Joint Motion.

As signatories to the Wellington Agreement, the London Market
Insurers have a significant interest in precluding any parties to
that agreement from violating its terms.  As one of the parties to
the confidential Wellington-authorized arbitration between AWI and
certain of its insurers, London Market Insurers have a specific
concern about the disclosure of any materials relating to this
arbitration.  The London Market Insurers should be able to rely on
AWI's promise, as a fellow signatory to the Wellington Agreement,
and as a party to the AWI arbitration, to keep any materials
relating to the arbitration confidential.  AWI now improperly
seeks to give access to these materials to the Asbestos Committee,
the Representative for Future Asbestos Claimants and "other
parties to this case, and the public."

According to Mr. Spadaro, there are several problems with the
Asbestos Committee and AWI's claim that the AWI arbitration
materials should be disclosed.  The Asbestos Committee seeks to
introduce these decisions in litigation that is not governed by
the Wellington Agreement, an act prohibited by the Agreement and
the confidentiality stipulations entered in the AWI arbitration.
The London Market Insurers agreed to be bound by the Wellington
Agreement and agreed to enter a private arbitration with AWI on
the condition that the information that it disclosed during that
proceeding would remain out of the hands of third parties.
Disclosure of these materials would render meaningless the
Agreement and the specific confidentiality stipulations entered in
the arbitration.

AWI's claim that the Confidentiality Stipulation entered in the
AWI arbitration gives it the right, in its sole discretion, to
disclose information that it had before the arbitration began or
that it developed from other sources is inapplicable to the
pleadings that mention, refer or were submitted by the London
Market Insurers, as well as to Judge Bua's Phase I decision.  AWI
specifically obtained that information through discovery against
the London Market Insurers during the arbitration at issue.
Significantly, AWI concedes that Judge Bua's Phase I decision
contains information obtained from the insurers in the AWI
arbitration.  As such, London Market Insurers, as a party to the
Confidentiality Stipulation that AWI refers to, must consent to
the disclosure of the information before the Asbestos Committee, a
non-party to the arbitration as well as a non-signatory to the
Wellington Agreement, can obtain these documents.

                      A Private Proceeding

The fact that the Armstrong arbitration is a private proceeding
highlights another problem with the Asbestos Committee's and AWI's
proposed disclosure of materials relating to that matter.  Under
the terms of the Wellington Agreement and the confidentiality
stipulations entered in the AWI arbitration, the decisions from
these matters cannot be used as precedent in other matters.  Thus,
the Asbestos Committee's and AWI's arguments as to how
"instructive" the decision from the private proceeding will be on
Armstrong's case fail to justify why materials relating to the
arbitration should be disclosed.

At the time it entered the Wellington Agreement and submitted its
claims to arbitration pursuant to that agreement, AWI thought it
convenient to keep these materials confidential.  Permitting AWI
and the Asbestos Committee to now use the AWI arbitration
materials in a non-Wellington proceeding violates the intent of
the parties to that proceeding and threatens the practice of
submitting disputes to private arbitrations to resolve them
amicably and efficiently.  For these reasons, the London Market
Insurers ask the Court to deny the Joint Motion.

                 AWI Supports the Joint Motion

AWI believes that the Joint Motion should be granted.  All parties
should have access to the ADR documents so that they will be able
to make their own assessment about the value of an important asset
of the Debtor's estate -- namely AWI's claim against Liberty
Mutual for insurance coverage without aggregate limit for a
substantial majority of the costs incurred in connection with
asbestos-related bodily injury claims.

              Liberty Mutual Doesn't Like It At All

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, tells Judge Newsome that the pleadings and decision from
the ADR are protected from disclosure by a Confidentiality
Stipulation to which AWI and Liberty and Mutual are parties.  In
addition, AWI and Liberty Mutual agreed to preserve the
confidentiality of decisions from the ADR by signing an Agreement
Concerning Asbestos-Related Claims.  This Wellington Agreement, to
which numerous asbestos producers and insurers became parties in
1985, establishes a comprehensive alternative dispute resolution
framework for the resolution of disputes involving insurance
coverage for asbestos-related bodily injury claims.

             The Disclosure Statement Information Is Enough

The Debtors' Fourth Amended Disclosure Statement provides
information about the status of the ADR as of June 2, 2003.  The
information about the ADR in the Disclosure Statement was
satisfactory to the Asbestos Claimants and Mr. Trafelet at the
time the Court approved the contents of the Disclosure Statement.
The Disclosure Statement did not forecast the ultimate result of
the ADR or project recoveries from the Debtors' insurance assets.
If the Asbestos Claimants and Mr. Trafelet had needed any
additional information about the ADR as of June 2, 2003, for their
analysis of the value of the potential insurance asset, they
certainly would have objected to the Disclosure Statement and
requested more information.

Since the approval of the Disclosure Statement, the only change in
the status of the ADR has been the issuance of a 34-page Appellate
Ruling on July 30, 2003.  In the Appellant Ruling, the ADR
appellate panel reversed the trial-level ADR judgment in AWI's
favor.  The ADR appellate panel ruled on one dispositive issue,
which it decided in Liberty Mutual's favor, and found it
unnecessary to reach five additional issues decided by the trial
judge.  AWI asserts that the Appellate Award makes clear that its
ruling on the Dispositive Issue does not bar coverage that is
potentially available under the policies issued for the period of
1977 through 1981.  With all due respect to AWI's reading of the
Appellate Award, Ms. Davis argues that AWI is wrong.  AWI has
applied for rehearing of the Appellate Ruling.  The ADR appellate
panel has granted Liberty Mutual until September 1, 2003 to
respond to AWI's application.  Thus, the Appellate Ruling is not
yet a final order.

Virtually all of the Appellate Ruling concerns the Dispositive
Issue, but also contains five short, single-sentence descriptions
of the five trial-level issues on which the ADR appellate panel
did not base its decision, but which had been addressed during the
trial-level ADR proceedings.

Once the Appellate Ruling becomes a final order, Liberty Mutual,
as a matter of compromise with the Asbestos Claimants and Mr.
Trafelet, will have no objection to disclosure of the Appellate
Ruling in a form that redacts the five sentences which have
nothing to do with the grounds on which the ADR appellate panel
based its decision -- but Liberty Mutual objects to any disclosure
of the underlying trial-level ADR judgment and the briefing papers
that were submitted to the ADR appellate panel.  These materials
are protected from disclosure by the Confidentiality Stipulation
and the Wellington Agreement.  They existed before the
dissemination and approval of the Disclosure Statement, which the
Asbestos Claimants and Mr. Trafelet supported, and which the Court
has already approved as a sufficient disclosure. (Armstrong
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BUDGET: Courts Stretches Solicitation Exclusivity Until Dec. 1
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates sought and obtained
Judge Walrath's approval to extend their Exclusive Filing Period
through and including September 2, 2003 and their Exclusive
Solicitation Period through and including December 1, 2003.
(Budget Group Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CALPINE: Closes $86M Auburndale Plant Interest Sale to Pomifer
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced that it has completed
the sale of a 70-percent interest in its Auburndale Power Plant to
Pomifer Power Funding, LLC, a subsidiary of ArcLight Energy
Partners Fund I, L.P. for $86 million in cash. Calpine will hold
the remaining interest in the facility and will continue to
provide operations and maintenance services. The 150-megawatt,
natural gas-fired cogeneration facility is located in Auburndale,
Fla. approximately 50 miles east of Tampa. This sale represents
another planned liquidity-enhancing transaction involving
Calpine's Qualifying Facilities. With the Auburndale sale, Calpine
has completed or announced nearly $2 billion of liquidity-
enhancing transactions this year.

"The Auburndale transaction enhances Calpine's liquidity while
sustaining the company's long-term commitment to provide clean,
reliable electricity to Florida power customers. ArcLight and
Calpine both benefit from co-owning a strong operating facility
with an attractive, long-term source of cash flow," said Calpine
Senior Vice President Carolyn Marsh.

The Auburndale Power Plant entered commercial operation in 1994.
Calpine acquired a 50-percent share of the energy center in 1997
and the remaining interest in 2000. Calpine sells the majority of
the facility's electricity output to Florida Power Corporation
under a long-term power purchase contract that expires in 2013. As
a cogeneration facility, it also sells approximately 190,000
pounds of steam per hour to Florida Distillers and Cutrale Citrus
Juices under long-term contracts that expire in 2009 and 2013,
respectively.

In addition to maintaining an ownership interest in and managing
operations of the Auburndale cogeneration facility, Calpine will
continue to help meet Florida's electricity demand through its
Auburndale Peaking unit, which entered commercial operation in
August 2002, and its Osprey Energy Center, a 590-megawatt
combined-cycle generating facility currently under construction.
Upon completion of the Osprey Energy Center in 2004, Calpine will
supply power to Seminole Electric Cooperative under a 20-year
power sales agreement. Both facilities are fueled by clean natural
gas and are located at Calpine's Auburndale, Florida energy
campus.

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

                          *   *   *

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

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

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


CARECENTRIC: Closes Merger Transaction with Borden Associates
-------------------------------------------------------------
CareCentric, Inc. (OTC Bulletin Board: CURA), a leading provider
of management information systems to the home health care
community, announced that its shareholders approved, and the
Company subsequently completed, a merger with an investor group
(Borden Associates, Inc.) led by its major stockholder, John
Reed, and his son, Stewart Reed, that is expected to have the
effect of taking the company private.

The completed merger transaction has the following effects:

     - The number of record holders of CareCentric common stock
       was reduced from approximately 5,500 to less than 200
       record holders;

     - CareCentric is eligible to terminate the registration of
       its common stock under the Securities Exchange Act of
       1934, as amended;

     - If the termination of the registration of the common
       stock is completed, the common stock will no longer be
       quoted on the OTC Bulletin Board.

"We are pleased to announce the closing of the merger
transaction," stated John R. Festa, CareCentric's President and
Chief Executive Officer.  "A de-registration from the SEC and
elimination of ongoing reporting requirements will significantly
reduce our annual administrative expenses and free our team to
focus more effectively on managing the Company's future."

CareCentric provides information technology systems and services
to over 1,500 customers.  CareCentric provides freestanding,
hospital-based and multi-office home health care providers
(including skilled nursing, private duty, home medical equipment
and supplies, IV pharmacy and hospice) complete information
solutions that enable these home care operations to generate and
utilize comprehensive and integrated financial, operational and
clinical information. With offices nationwide, CareCentric is
headquartered in Atlanta, Georgia.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of about $15 million.


CASUAL MALE: Files Liquidating Plan and Disclosure Statement
------------------------------------------------------------
Casual Male Corp., and its debtor-affiliates together with the
Official Committee of Unsecured Creditors, delivered their Joint
Chapter 11 Liquidating Plan and an accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the Southern District
of New York.  Full-text copies of the documents are available for
a fee at:

   http://www.researcharchives.com/bin/download?id=030904014043

                              and

   http://www.researcharchives.com/bin/download?id=030904013906

The Plan provides for the treatment of each class of claims and
interests.  Each class has an estimated recovery of:

  Class  Description        Recovery  Treatment
  -----  -----------        --------  ---------
    1    Secured Claims     100%      Entitled to vote; Shall
                                      receive either:
                                        i) Cash equal to 100% of
                                           the Allowed Claim
                                           amount;
                                       ii) the net proceeds of
                                           the Collateral sale
                                           up to the Allowed
                                           Claim amount;
                                      iii) the Collateral
                                           securing the Allowed
                                           Claim;
                                       iv) such treatment that
                                           leaves unaltered the
                                           legal, equitable and
                                           contractual rights of
                                           the holder; or
                                        v) such other treatment
                                           as the Bankruptcy
                                           Court shall approve

    2    Priority Non-Tax   100%      Not entitled to vote; Paid
         Claims                       in full

    3A   General Unsecured   37.7%    Entitled to vote; Pro Rata
         Claims against the           Share of the Class 3 Cash
         Parent Debtor                Pool allocated to Parent
                                      Debtor

    3B   General Unsecured   93.1%    Entitled to vote; Pro Rata
         Claims against any           Share of the Class 3 Cash
         of the Casual Male           Pool allocated to Casual
         Debtors                      Male Debtors

    3C   General Unsecured   36.2%    Entitled to vote; Pro Rata
         Claims against any           Share of the Class 3 Cash
         of the Shoe Debtors          Pool allocated to Shoe
                                      Debtors

    3D   General Unsecured    5.2%    Entitled to vote; Pro Rata
         Claims against the           Share of the Class 3 Cash
         Repp Debtor                  Pool allocated to the Repp
                                      Debtor

    3E   General Unsecured    5.2%    Entitled to vote; Pro Rata
         Claims against the           Share of the Class 3 Cash
         Work n' Gear Debtor          Pool allocated to Work 'n
                                      Gear Debtor

    3F   General Unsecured    5.2%    Entitled to vote; Pro Rata
         Claims against the           Share of the Class 3 Cash
         Loss Prevention              Pool allocated to Loss
         Debtor                       Prevention Debtor

    4    Convenience Claims 100%     Entitled to vote; Paid in
                                      full

    5    Subordinated       None     Deemed to reject the Plan;
         Claims                       No distribution

    6    Equity Holders     None     Deemed to reject the Plan;
                                      No distribution

Casual Male Corp. with its debtor-affiliates filed for chapter 11
protection on May 18, 2001.  Adam C. Rogoff, Esq., at Cadwalader,
Wickersham & Taft represents the Debtors as they wind-down their
assets.  When the Company filed for protection from its creditors,
it listed $299,341,332 in total assets and $244,127,198 in total
debts.  The Debtors anticipate that the Estates may have in excess
of $70 million to be distributed to creditors under a chapter 11
plan.


CHOICE ONE: Extends Buffalo Bills Partnership for Five Years
------------------------------------------------------------
Choice One Communications (OTC Bulletin Board: CWON), an
Integrated Communications Provider offering facilities-based voice
and data telecommunications services, including Internet
solutions, to businesses in 29 Northeast and Midwest markets,
announced a five-year extension to its existing telecommunications
service and marketing agreement with the Buffalo Bills.

As part of the agreement, Choice One will remain the official
telecommunications provider for the Buffalo Bills and Ralph Wilson
Stadium. Additionally, the Buffalo Bills and Choice One have
agreed to extend the existing marketing sponsorship to promote
Choice One's association with the team, which includes in-stadium
signage, naming rights to the Choice One Club, business-to-
business marketing, game tickets, special events and community
outreach programs. Also as part of the marketing sponsorship,
Choice One is a major corporate sponsor for the Buffalo Bills
Training Camp, which is held in Rochester, New York.

"The Buffalo Bills enter this new agreement with Choice One with
great excitement and anticipation," commented Tom Donahoe, Buffalo
Bills President and General Manager. "The two organizations have
enjoyed a successful partnership for the past five years and we
are confident our new commitment will be beneficial to our fans as
well as the Buffalo Bills and Choice One."

"Buffalo is one of our most mature and most successful markets,"
commented Phil Yawman, Choice One's Executive Vice President,
Corporate Development. "Our partnership with the Buffalo Bills has
had a significant impact on our visibility and brand in Buffalo
and throughout western New York. We are very pleased to extend our
partnership with the Buffalo Bills and are proud to
remain the official telecommunications provider for the Buffalo
Bills and Ralph Wilson Stadium."

Choice One also has multi-year agreements with the Green Bay
Packers and Pittsburgh Steelers. Terms of the agreement were not
disclosed.

Headquartered in Rochester, New York, Choice One Communications
Inc. (OTC Bulletin Board: CWON) -- whose June 30, 2003 balance
sheet shows a total shareholders' deficit of $576 million -- is a
leading integrated communications services provider offering voice
and data services including Internet solutions, to businesses in
29 metropolitan areas (markets) across 12 Northeast and Midwest
states. Choice One reported $290 million of revenue in 2002, has
more than 100,000 clients and employs approximately 1,400
colleagues.

Choice One's markets include: Hartford and New Haven, Connecticut;
Rockford, Illinois; Bloomington/Evansville, Fort Wayne,
Indianapolis, South Bend/Elkhart, Indiana; Springfield and
Worcester, Massachusetts; Portland/Augusta, Maine; Grand Rapids
and Kalamazoo, Michigan; Manchester/Portsmouth, New Hampshire;
Albany (including Kingston, Newburgh, Plattsburgh and
Poughkeepsie), Buffalo, Rochester and Syracuse (including
Binghamton, Elmira and Watertown), New York; Akron (including
Youngstown), Columbus and Dayton, Ohio; Allentown, Erie,
Harrisburg, Pittsburgh and Wilkes- Barre/Scranton, Pennsylvania;
Providence, Rhode Island; Green Bay (including Appleton and
Oshkosh), Madison and Milwaukee, Wisconsin.

The company has intra-city fiber networks in the following
markets: Hartford, Connecticut; Rockford, Illinois;
Bloomington/Evansville, Fort Wayne, Indianapolis, South
Bend/Elkhart, Indiana; Springfield, Massachusetts; Grand
Rapids and Kalamazoo, Michigan; Albany, Buffalo, Rochester and
Syracuse, New York; Columbus, Ohio; Pittsburgh, Pennsylvania;
Providence, Rhode Island; Green Bay, Madison and Milwaukee,
Wisconsin.

For further information about Choice One, visit
http://www.choiceonecom.com


CKE RESTAURANTS: Will Publish Q2 Results on September 17
--------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) announced details relating to
its Second Quarter Fiscal 2004 conference call and webcast for the
quarter ended August 11, 2003.

CKE Restaurants, Inc. will release Second Quarter results on
Wednesday, September 17, 2003 when a summary press release will be
issued and its Report on Form 10-Q will be filed with the
Securities and Exchange Commission.  A conference call and webcast
with management will be held the following morning -- on Thursday,
Sept. 18, 2003 at 11:30 a.m. Eastern Time (8:30 a.m. Pacific Time)

For the webcast, dial 913-981-5520 (no confirmation code required)
or listen live over the Internet at
http://www.shareholder.com/cke/medialist.cfm

Contact:  Christie Cooney, Manager, Corporate Communications,
          CKE Restaurants, Inc., 805-898-8505

A replay will be made available for one week beginning two hours
after the end of the live call. To access the replay, dial 888-
203-1112 in the U.S. or 719-457-0820 outside of the U.S. (access
code: 771530) or go to
http://www.shareholder.com/cke/medialist.cfm

CKE Restaurants, Inc. (S&P, B Corporate Credit Rating, Negative),
through its subsidiaries, franchisees and licensees, operates over
3,200 restaurants, including 1,000 Carl's Jr. restaurants, 2,181
Hardee's restaurants, and 97 La Salsa Fresh Mexican Grills in 44
states and in 14 countries. For more information, go to
http://www.ckr.com


COEUR D'ALENE: Commences Public Offering of 20.6 Million Shares
---------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) will be filing a
preliminary prospectus supplement with the Securities and Exchange
Commission relating to a proposed public offering of 20,635,000
shares of its common stock.

Coeur has also granted the underwriters a 30-day option to
purchase up to an additional 3,095,250 shares of common stock at
the public offering price to cover over allotments, if any.

The offering is being managed by CIBC World Markets.  A copy of
the prospectus related to the offering can be obtained, when
available, from CIBC World Markets by e-mail:
useprospectus@us.cibc.com or fax:  212-667-6136.

The net proceeds will be used for exploration and development
activities, debt reduction, acquisitions, and general corporate
purposes.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                           *   *   *

                   Going Concern Uncertainty

In the Company's 2002 Annual Report filed on SEC Form 10-K, the
Company's independent auditors, KPMG LLP, issue the following
statement, dated February 28, 2003:

"We have audited the 2002 financial statements of Coeur d'Alene
Mines Corporation (an Idaho Corporation) and subsidiaries (the
Company) as listed in the accompanying index. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit. The 2001 and 2000 financial
statements of Coeur d'Alene Mines Corporation, as listed in the
accompanying index, were audited by other auditors who have
ceased operations and whose report, dated February 15, 2002,
expressed an unqualified opinion on those financial statements
and included an explanatory paragraph that stated that the
Company had suffered recurring losses from operations, had a
significant portion of its convertible debentures that needed to
be repaid or refinanced in June 2002 and had declining amounts
of cash and cash equivalents and unrestricted short-term
investments, all of which raised substantial doubt about its
ability to continue as a going concern."


COM21: Court OKs Sale of Video Product Line and Remaining Assets
----------------------------------------------------------------
Com21, Inc. (OTC Bulletin Board: CMTO), announced that a hearing
was held on August 27, 2003, to obtain approval from the US
Bankruptcy Court (in and for the Northern District of  California,
San Jose Division) for Com21's proposed sale of its remaining
operating assets as well as substantially all of its remaining
miscellaneous personal property assets in liquidation sales.

The approved sales were for Com21's video product line assets, for
its DOCSIS modem test equipment assets, for its ATM modem
inventory assets, and for the remaining miscellaneous personal
property assets of Com21. Com21 reiterated that proceeds received
to date and those expected from the remaining liquidation sales
will not be sufficient to pay the approximately $25,000,000 in
creditor claims that Com21 believes are outstanding, and that
Com21 continues to stress that its outstanding stock is without
value.

On July 15, 2003 Com21 announced that it had filed a Voluntary
Chapter 11 Petition under Chapter 11 of the U.S. Bankruptcy Code
with the U.S. Bankruptcy Court for the Northern District of
California [Case No. 03-54533 MM]. Com21 has since been operating
as a debtor-in-possession pursuant to Sections 1107 and 1108 of
the Bankruptcy Code.

On August 1, 2003, Com21 announced that it had reached agreement
to sell its key DOCSIS product line assets. No overbids were
received and on August 7, 2003, the Bankruptcy Court approved the
sale. Com21's creditors committee opposed the use of proceeds from
the sale to fund any ongoing operations and Com21 received
purchase offers for its video product line assets, its DOCSIS
modem test equipment assets, and its ATM modem inventory, the
sales of which have been approved. On August 31, 2003, Com21
terminated substantially all employees and on September 5, 2003,
Com21 plans to surrender its remaining premises. Thereafter,
Com21's activities will be limited to collection of receivables,
resolution of disputed creditor claims, and other administrative
tasks necessary to bring the bankruptcy case to conclusion. No
distribution to holders of Com21 common stock is contemplated or
anticipated.

Since it's founding in 1992, Com21, Inc. -- http://www.com21.com
-- became a global supplier of system solutions for the broadband
access market. The company's DOCSIS, EuroDOCSIS, and ATM -based
products have enabled cable operators and service providers to
deliver high-speed, cost-effective Internet, telephony, and video
applications to corporate telecommuters, small businesses, home
offices, and residential users. Com21 has shipped over two million
cable modems and over 2,000 headend controllers worldwide.


CONCERT IND: Canadian Court Extends CCAA Protection Until Oct. 3
----------------------------------------------------------------
Concert Industries Ltd. (TSX: CNG) has received from the Quebec
Superior Court an extension of its initial order under the
Companies' Creditors Arrangement Act to October 3, 2003. The
Company continues to work towards tabling a Plan of Arrangement.

Further information on Concert Industries restructuring efforts
may be obtained from the Company's Web site at
http://www.concert.ca

Concert Industries Ltd. is a company specializing in the
development and manufacture of airlaid materials using advanced
technology to process cellulose fiber. Concert's products are key
components in a wide range of personal care consumer products
including feminine hygiene and adult incontinence products. Other
applications include pre-moistened baby wipes, disposable medical
and filtration applications and tabletop products. The Company
has manufacturing facilities in Canada, in Gatineau and Thurso,
Quebec, and in Germany, in Falkenhagen, Brandenburg.


CREDIT SUISSE: S&P Assigns Prelim. Ratings to Ser. 2003-4 Notes
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary ratings
to Credit Suisse First Boston Mortgage Securities Corp.'s $1.34
billion commercial mortgage pass-through certificates series 2003-
C4.

This presale report is based on information as of Sept. 4, 2003.
The ratings shown are preliminary. This report does not constitute
a recommendation to buy, hold, or sell securities. Subsequent
information may result in the assignment of final ratings that
differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, D, and E are currently being offered publicly. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage ratio of 1.69x, a beginning
loan-to-value ratio of 85.4%, and an ending LTV of 72.4%. Unless
otherwise indicated, all calculations in the presale report,
including weighted averages, include only the senior portion of
the Mayfair Mall loan and A notes of three A/B loans.

                   PRELIMINARY RATINGS ASSIGNED
       Credit Suisse First Boston Mortgage Securities Corp.
     Commercial mortgage pass-thru certificates series 2003-C4

        Class             Rating                 Amount ($)
        A-1               AAA                    66,934,000
        A-2               AAA                   118,226,000
        A-3               AAA                    89,652,000
        A-4               AAA                   508,497,000
        A-1-A             AAA                   326,302,000
        B                 AA                     36,765,000
        C                 AA-                    16,711,000
        D                 A                      33,422,000
        E                 A-                     16,711,000
        F                 BBB+                   21,724,000
        G                 BBB                    15,040,000
        H                 BBB-                   16,711,000
        J                 BB+                    15,040,000
        K                 BB                      8,355,000
        L                 BB-                     6,685,000
        M                 B+                     10,026,000
        N                 B                       5,014,000
        O                 B-                      1,671,000
        P                 N.R.                   23,395,695
        MM*               BBB                     2,491,998
        A-X*              AAA                 1,336,881,695
        A-SP*             AAA                   588,037,000

            Classes A-1 through E are offered publicly.
            * Interest-only class.
             Notional amount.
            N.R. - Not rated.


CROWN CASTLE: Will Present at Morgan Stanley Conference Today
-------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced that the
Company will participate in the Morgan Stanley Global Media &
Communications Conference to be held at the Sheraton Boston Hotel
in Boston on September 8-9, 2003.

W. Benjamin Moreland, Crown Castle's Chief Financial Officer, is
scheduled to present on Monday, September 8, 2003 at 4:15 p.m.
eastern time.  Mr. Moreland's presentation will be broadcast live
over the Internet and is expected to last approximately 30
minutes.  The live audio web cast link and presentation for the
conference will be available on the Company's Web site at
http://www.crowncastle.comwhere it will also be archived for
replay.

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

As reported in Troubled Company Reporter's July 11, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
the $230 million convertible senior notes issued by wireless tower
operator Crown Castle International Corp.

Simultaneously, Standard & Poor's affirmed its 'B-' corporate
credit rating on the Houston, Texas-based Crown Castle.

The outlook remains negative. The company had total debt of about
$3.2 billion at March 31, 2003.


DELTA AIR LINES: Reports Declining August 2003 Traffic Results
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reports traffic results for the month
of August 2003. System traffic for August 2003 decreased 3.7
percent from August 2002 on a capacity decrease of 7.2 percent.
Delta's system load factor was 80.1 percent in August 2003, up 2.9
points from the same period last year.

Domestic traffic in August 2003 decreased 1.9 percent year over
year on a capacity decrease of 5.7 percent. Domestic load factor
in August 2003 was 79.2 percent, up 3.1 points from the same
period a year ago. International traffic in August 2003 decreased
9.4 percent year over year on a 12.2 percent decrease in capacity.
International load factor was 83.2 percent, up 2.6 points from
August 2002.

During August 2003, Delta operated its schedule at a 99.1 percent
completion rate, compared to 99.4 percent in August 2002. Delta
boarded 9,451,018 passengers during the month of August 2003, a
decrease of 3.7 percent from August 2002.  Detailed traffic and
capacity are attached.


DOMAN INDUSTRIES: Court-Appointed Monitor Files August Report
-------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court its
report for the period ended August 18, 2003. The report -- a copy
of which may be obtained by accessing the Company's Web site at
http://www.domans.comor the Monitor's Web site at
http://www.kpmg.ca/doman-- contains selected unaudited financial
information prepared by the Company for the period.


DVI: Seeks to Continue Employing Ordinary Course Professionals
--------------------------------------------------------------
DVI, Inc., and its debtor-affiliates ask for authority from the
U.S. Bankruptcy Court for the District of Delaware to continue
employing the professionals they turn to in the ordinary course of
their businesses.

The Debtors report that prior to the Petition Date, in the
ordinary course of business, they employed various professionals
providing:

     i) various legal services in connection with, but not
        limited to, routine litigation, collection matters,
        various corporate matters, sales, purchases, and real
        estate issues;

    ii) tax and accounting services; and

   iii) various other matters requiring the expertise and
        assistance of professionals.

The Debtors extend credit and leases to various entities making it
necessary for them to utilize numerous professionals to provide
the Services required on a day-to-day basis to manage the affairs
and deal with numerous legal, tax and other issues that arise in
the ordinary course of businesses.

In light of the costs associated with the preparation of numerous
employment applications for such professionals who will, in most
cases, receive relatively small fees, the Debtors submit that it
is impractical and cost inefficient for the Debtors to prepare and
file individual applications and proposed retention orders for
each such professional.

Accordingly, the Debtors request the Court not to require the
preparation and filing of individual employment applications and
retention orders with respect to each Ordinary Course Professional
hereinafter employed by the Debtors.

Rather, the Debtors propose that instead of the preparation and
filing of an employment application for such Ordinary Course
Professional, an Affidavit pursuant to Section 327(e) of the
Bankruptcy Code, setting forth that such professional does not
represent or hold any interest adverse to the Debtors or to their
respective estates with respect to the matters for which such
professional is to be employed will be filed with the Court within
45 days of the Debtors' engagement of such professional.

This procedure, the Debtors point out, will save the estates the
costs associated with the preparation of individual employment
applications and retention orders for professionals employed in
the ordinary course of business.

Accordingly, the Debtors further ask the Court that they be
permitted to pay each Ordinary Course Professional, without prior
application, 100% of the fees and disbursements incurred, upon the
submission of an appropriate invoice setting forth in reasonable
detail the nature of the services rendered and disbursements
actually incurred; provided, however, that:

     i) total fees and disbursements must not exceed $7,500 per
        month; and

    ii) Fleet National Bank and U.S. Bank National Association,
        the Committee or the United States Trustee for the
        District of Delaware may, at any time, make a motion, on
        appropriate notice to the Debtors and any other parties,
        to modify or terminate the these procedures.

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.


EAGLEPICHER: Confirms No Cash Dividend on Preferred Stock
---------------------------------------------------------
EaglePicher Holdings, Inc., confirms that it did not declare or
pay a cash dividend on its Series B 11.75% Cumulative Redeemable
Exchangeable Preferred Stock on September 2, 2003.

EaglePicher Incorporated, EP Holding's wholly-owned and only
subsidiary, is a party to a senior secured credit facility that
prohibits EPI from declaring or paying cash dividends unless the
ratio of its total debt to earnings before interest, taxes,
depreciation and amortization would be less than 3.0:1 on a pro
forma basis after giving effect to any such dividend.  At
September 2, 2003, EPI would not be permitted to pay a dividend
under this test.  EP Holdings conducts all of its operations
through EPI and EPI is its only source of funds for dividends on
the Preferred Stock.

Granaria Holdings B.V., the controlling shareholder of EP
Holdings, controls approximately 78.6% of the outstanding
preferred stock.  Granaria Holdings has informed EP Holdings that
entities controlled by it may purchase additional shares of
Preferred Stock in the future.

EP Holdings also stated that it had a deficit in its current
earnings and profits account (as determined according to Internal
Revenue Service regulations) for its fiscal year ended November
30, 2002 and that it had a deficit in its accumulated earnings and
profits account for the period from December 14, 2001 to November
30, 2002.  Holders of Preferred Stock are advised to consult their
tax advisors regarding the tax treatment of accretion of the
liquidation preference of the Preferred Stock for such period.

EaglePicher Incorporated, founded in 1843 and headquartered in
Phoenix, Arizona, is a diversified manufacturer and marketer of
innovative, advanced technology and industrial products and
services for space, defense, environmental, automotive, medical,
filtration, pharmaceutical, nuclear power, semiconductor and
commercial applications worldwide.  The company has 4,000
employees and operates more than 30 plants in the United States,
Canada, Mexico, the U.K. and Germany.  Additional information on
the company is available on the Internet at
http://www.eaglepicher.com


EL PASO CORP: Director Thomas R. McDade Resigns from Board
----------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that Thomas R. McDade has
resigned from the El Paso Corporation board of directors effective
August 31, 2003.

McDade's decision will allow him to devote more time to his law
practice at McDade, Fogler, Maines, L.L.P., where he is a senior
partner.  McDade became an El Paso director in January 2001
following the company's merger with The Coastal Corporation.  He
was a director of The Coastal Corporation from 1993 until that
time.

"Tom has been an active and insightful director, and the board
greatly appreciates his many contributions to El Paso," said
Ronald L. Kuehn, Jr., chairman of the El Paso board of directors.
"We will miss Tom's perspective and wish him well in his future
endeavors."

With the departure of Mr. McDade, El Paso's board now has 12
members. Douglas L. Foshee joined the board when he became
president and chief executive officer on September 2, 2003.  He is
the only member of management serving on the company's board.

El Paso Corporation (S&P, B+ L-T Corporate Credit Rating,
Negative) is the leading provider of natural gas services and the
largest pipeline company in North America.  The company has core
businesses in pipelines, production, and midstream services.  Rich
in assets, El Paso is committed to developing and delivering new
energy supplies and to meeting the growing demand for new energy
infrastructure.  For more information, visit http://www.elpaso.com


ENCOMPASS SERVICES: Selling 16 Non-Core Business Operations
-----------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates' smaller
business units experienced significant erosion in value since the
Petition Date.  To minimize the deterioration and maximize the
value of these businesses, the Debtors engaged in marketing
efforts for the sale of the business units.

Subsequently, the Debtors sought and obtained the Court's
authority to sell 16 business operations free and clear of all
liens, claims, encumbrances, and other interests:

A. Encompass Electrical Technologies - Rocky Mountains, Inc.
   to IES ENC, Inc. for $3,850,000 cash.  The sale includes the
   Debtors' assumption and assignment to IES of certain Assigned
   Contracts;

B. Encompass Electrical Technologies - Florida, LLC to New Tri-
   City Electrical Contractors, Inc. for $9,500,000.   New
   Tri-City will pay $7,000,000 in immediately available funds
   before the Closing Date or Payment Date, and will issue a
   Promissory Note for the remaining $2,500,000.  The assets do
   not include any items previously owned by Encompass, which are
   otherwise subject to the Purchase and Sale Agreement by and
   among Encompass and Pomeroy Electric Incorporated.  The
   assigned contracts also do not include contracts subject to
   the Pomeroy Transaction;

C. Watson Electrical Construction Co. to Watson Electrical
   Acquisition Co., LLC for $3,000,000 cash;

D. Encompass Constructors, Inc. to Atlantic Constructors, Inc.
   for $2,750,000 in cash and notes;

E. Encompass Electrical Technologies Southeast, Inc.,
   Encompass Electrical Technologies North Florida, Inc.,
   Encompass Electrical Technologies Georgia, Inc.,
   Encompass Electrical Technologies - Western Tennessee, Inc.,
   and Encompass Electrical Technologies - Projects Group, Inc.
   to Regency Acquisition I Corp. for $2,400,000 cash;

F. Encompass Capital, Inc. to Compass Electrical Technologies,
   Inc. for $1,000,000 in cash and notes.  The Assets included
   in the Sale are limited to Encompass Capital's operations in
   Northern Virginia, formerly known as Tower Electric
   Incorporated and Walter C. Davis & Sons Incorporated;

G. Encompass Electrical Technologies South Carolina, Inc. to
   Atlantic Electric, LLC for $250,000 cash;

H. Encompass Electrical Technologies of Nevada, Inc. to BMB
   Electric for $250,000, payable 30 days after Closing;

I. Encompass Electrical Technologies Central Tennessee, Inc. to
   Enterprise Electric, LLC for $150,000;

J. Air Systems, Inc. to Air Systems Acquisition, Inc. for
   $3,625,028;

K. The Farfield Company to Sun Capital Partners Inc. or an entity
   to be formed by it for $3,100,000; and

L. L.T. Mechanical, Inc. to Thomas M. Almond and Larry W. Oehler
   or an entity to be formed by them for $326,584 cash.

The sale transactions include the Buyers' assumption of the
Debtors' liabilities in each business operation at the time of
Closing, including certain prepetition liabilities.  The Buyers
will pay the outstanding trade payables to maintain satisfactory
business relationships with the vendors, which are valuable to
the business operations going forward.

Judge Greendyke also authorizes the Debtors' assumption and
assignment of Assigned Contracts to the Buyers pursuant to
Section 365 of the Bankruptcy Code.

Regarding the sale of Air Systems, Inc. to Air Systems
Acquisition, Inc., Shayne H. Newell, Esq., at Weil, Gotshal &
Manges LLP, in New York, relates that pursuant to a prepetition
indemnification agreement between Air Systems, Encompass, and
John W. Davis, both Encompass and Air Systems indemnified Mr.
Davis for any liabilities arising in connection with certain
licenses held under Mr. Davis' name and used by Air Systems in
the operation of its business.  The scope of the Indemnification
Agreement is limited to third party property damage caused by Air
Systems' negligent or willful actions or omissions in connection
with Air Systems' work under the applicable licenses, where the
work was performed pursuant to Air Systems contracts completed
prior to the closing date.

In the amended Indemnification Agreement, Mr. Davis may assert a
claim only with respect to third party property damage that is
covered by and will be paid from the Debtors' insurance policies.
To the extent the Debtors become liable for any loss or claim
under the Amended Indemnification Agreement and there is a
deductible, (a) Mr. Davis may look to the estate only for a
maximum of $250,000; and (b) the Lenders will pay from the sales
proceeds of the sale or otherwise sufficient funds to cover the
loss or claim up to a maximum of $250,000, provided that any
payment by the Lenders will not be deemed to be construed as a
surcharge or implicit consent to a surcharge, without prejudice
to any right of the Committee to bring a surcharge action or
otherwise assert that the net sales proceeds that are to be paid
to the Lenders under the final order approving the Debtors'
postpetition financing have been accordingly reduced.

Accordingly, the Debtors, their estates, and the Lenders will
have no further liability to Mr. Davis under the Amended
Indemnification Agreement in excess of $250,000 plus any proceeds
of insurance in a maximum amount not to exceed the total amount
of any actual damages, liabilities, losses, claims, deficiencies,
penalties, interest, expenses, fines, assessments, charges and
costs actually incurred by Mr. Davis.

Mr. Newell contends that the sales are warranted since:

   (a) the purchased prices are the highest and best offers the
       Debtors received for the Assets;

   (b) the divesture of non-core business units enable the
       Debtors to streamline their business operations;

   (c) the Sales are the result of extended arm's-length, good
       faith negotiations;

   (d) the Buyers are "good-faith" purchasers within the meaning
       of Section 363(m) of the Bankruptcy Code;

   (e) the Buyers have the financial capability to close on the
       purchase of the Assets;

   (f) except for the Lenders, there are no known liens on the
       Assets; and

   (g) any monetary defaults under the Assigned Contracts will
       be cured immediately. (Encompass Bankruptcy News, Issue No.
       18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORPORATION: Wants Plan Voting Procedures Established
-----------------------------------------------------------
Enron Corporation and its debtor-affiliates have been conducting a
comprehensive review and reconciliation of over 23,000 proofs of
claims filed against them to eliminate any improper recoveries.
Despite the Debtors' best efforts to review and analyze claims,
there are approximately 4,000 to 6,000 claims filed or scheduled
as contingent or unliquidated.  Additionally, there are over 1,000
claims that are the subject of a pending objection the Debtors
filed.  The Debtors also anticipate filing additional objections
to several thousand claims on or before September 30, 2003.  Given
the volume and complexity of these claims, Brian S. Rosen, Esq.,
at Weil, Gotshal & Manges LLP, in New York, relates that the
Debtors are unable to reconcile all of these claims prior to the
Debtors' expected solicitation of votes on the Plan later this
year.

To clearly set forth how creditors will be entitled to vote their
claims, ensure that creditors are afforded an opportunity to
address any disagreement with the classification and treatment of
their claim for voting purposes, reduce the burdens on the
Debtors' estates and streamline the reconciliation process, the
Debtors seek the Court's authority, pursuant to Sections 105(a),
502, 1125 and 1126 of the Bankruptcy Code and Rules 3003, 3017
and 3018 of the Federal Rules of Bankruptcy Procedure, to
implement a process for addressing the temporary allowance of
contingent, unliquidated and disputed claims for voting purposes.

The Debtors propose these procedures:

A. If a claim is deemed allowed under the Plan, then this claim
   is allowed for voting purposes in the deemed allowed amount
   set forth in the Plan;

B. Unless temporarily allowed for voting purposes in accordance
   with the proposed procedures, if a filed proof of claim
   asserts a claim the amount of which is wholly unknown or
   unliquidated, then the claim is allowed for voting purposes
   only for $1;

C. Unless temporarily allowed for voting purposes only, if a
   filed proof of claim asserts a claim the amount of which is
   partially unknown or unliquidated, then the claim is allowed
   for voting purposes only in the amount of the known or
   liquidated portion of the claim;

D. If a claim has been estimated and allowed by a Court order,
   then the claim will be allowed for voting purposes in the
   amount the Court approved, provided that the order is entered
   on or before November 20, 2003;

E. If a claim is listed in the Schedules as contingent,
   unliquidated, or disputed and a proof of claim was not (i)
   filed by the applicable Bar Date for the filing of proofs of
   claim established by the Court, or (ii) deemed timely filed
   by a Court order prior to the Record Date, unless the Debtors
   consented in writing, then the claim will be disallowed for
   for voting purposes;

F. If (i) the Debtors served an objection to the entirety of a
   claim on or before September 30, 2003 or, solely for those
   Debtors whose Bar Date occurs on September 30, 2003, on or
   before October 3, 2003; and (ii) the claim has not been
   temporarily allowed for voting purposes in accordance with
   the proposed procedures, then the claim will be disallowed
   for voting purposes;

G. If (i) the Debtors served an objection to a portion of a
   claim on or before September 30, 2003 or, solely for those
   Debtors whose Bar Date occurs on September 30, 2003, on or
   before October 3, 2003; and (ii) the claim has not been
   temporarily allowed for voting purposes, then the claim will
   be allowed for voting purposes only in the amount that is not
   the subject of the pending objection;

H. Unless temporarily allowed for voting purposes, any claim
   docketed in BSI's database for $0 will be allowed for voting
   purposes for $1;

I. Unless otherwise temporarily allowed for voting purposes, if
   one proof of claim asserts the same claim against multiple
   Debtors, then the claim will be allowed for voting purposes
   only against the Debtor as docketed in BSI's claims database;

J. Unless otherwise provided, the allowed amount of any proof of
   claim for voting purposes will be the amount as docketed in
   BSI's claims database;

K. Unless otherwise provided, for purposes of determining
   eligibility to vote, the classification of a claim will be
   determined based on the classification as docketed in BSI's
   claims database; provided, however, that any claims for which
   BSI was unable to identify the classification will be
   classified as general unsecured claims;

L. If a creditor opts into or out of the convenience class, then
   any election will be binding on that creditor regardless of
   whether the claim is ultimately allowed against a different
   Debtor or in a different amount;

M. If a claim is allowed pursuant to a Court-approved settlement
   on or before November 20, 2003, then that claim will be
   entitled to vote on the Plan in accordance with the terms of
   the settlement;

N. Unless temporarily allowed for voting purposes, if a proof of
   claim asserts a claim that is not in U.S. dollars, the claim
   will be treated as unliquidated and allowed for voting
   purposes only for $1;

O. Unless temporarily allowed for voting purposes only, if (i) a
   proof of claim was filed after the applicable Bar Date, (ii)
   the creditor did not obtain leave to file late, and (iii) the
   proof of claim is not docketed in BSI's database as an
   amendment of a timely filed claim, then the claim will be
   disallowed for voting purposes only; and

P. Unless otherwise temporarily allowed for voting purposes, if a
   claim does not list a Debtor or is docketed as "unknown" in
   BSI's database, then that claim will be allowed for voting
   purposes only against Enron Corp.

To the extent that a creditor seeks to have its claims
temporarily allowed for voting purposes for any reason, then the
Debtors want these procedures adopted to insure an orderly
process:

   (a) All motions to seek temporary allowance of a claim for
       voting purposes must be filed with the Court on or before
       October 24, 2003;

   (b) The Debtors may file a reply to all Temporary Allowance
       Motions on or before November 3, 2003;

   (c) The creditors may file a response to the Debtors' reply
       on or before November 10, 2003;

   (d) A hearing must be held on the Temporary Allowance Motions
       on or before November 13, 2003; and

   (e) Orders temporarily allowing claims must be entered by the
       Court on or before November 20, 2003.

The Debtors and creditors may file with the Court stipulated
settlements for the treatment of claims for voting purposes under
a notice of presentment in lieu of the Debtors' filing of
Temporary Allowance Motions or other pleadings to reduce the
creditor's claim amount for voting purposes.  The Debtors further
propose that the time period for the presentment of the
Stipulations be shortened to 10 days.

To the extent that a creditor has a question on how its claim is
docketed by BSI, Mr. Rosen says that that creditor may access
publicly available information via the Internet by accessing
BSI's website at http://www.bsillc.com BSI will continue to
update the database on its website through October 1, 2003.

Mr. Rosen contends that the Court should approve the proposed
procedures because:

   (i) it eliminates the costs associated with filing objections
       to contingent and unliquidated claims prior to
       September 30, 2003;

  (ii) it allows certain creditors to vote on the Plan when they
       might not otherwise be entitled to vote;

(iii) it provides recourse to creditors that disagree with the
       classification and treatment of their claim for voting
       purposes via a formal procedure to address their
       disagreement; and

  (iv) the proposed deadlines allow sufficient time to resolve
       the Temporary Allowance Motion, provide each creditor
       with a temporary allowed claim with a Solicitation
       Package and tabulate the creditor's vote to accept or
       reject the Plan prior to a hearing to consider Plan
       confirmation. (Enron Bankruptcy News, Issue No. 78;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


EQUIFIN: Elects Not to Proceed with Proposed Celtic Merger
----------------------------------------------------------
EquiFin, Inc. (AMEX:II and II,WS) a commercial finance company
which provides structured credit to small and mid-size business
enterprises, has discontinued its discussions to attempt to merge
Celtic Capital Corp., a private west coast asset-based finance
company, into the Company.

In addressing this decision, Walter Craig, EquiFin's President and
Chief Executive Officer, stated that "although a foundation for
the merger of Celtic into EquiFin was established, the capital
necessary to effectuate the proposed plan of merger was not
available on what we felt were commercially reasonable terms. We
are continuing our discussions with various parties to secure
capital which would enable us to continue to expand our business
through the many opportunities, currently available to us, to
finance the small, mid-size business."


EXEGENICS: AVI BioPharma Terminates Exchange Offer & Merger Plan
----------------------------------------------------------------
On September 2, 2003, eXegenics Inc. (Nasdaq: EXEG) received
notice that AVI BioPharma had terminated the Agreement and Plan of
Merger with eXegenics.

The termination of the Agreement and Plan of Merger also served to
terminate AVI's previously announced exchange offer for all shares
of capital stock of eXegenics.  The initial offer period, as
extended, expired at midnight, Aug. 29, 2003.

Ronald L. Goode, President and Chief Executive Officer of
eXegenics said, "The AVI transaction was the result of a
comprehensive search to find a merger partner that would leverage
our remaining assets and offer eXegenics stockholders broader
opportunities to grow their investment.  AVI had offered
eXegenics stockholders the equivalent of approximately $.65 per
share for common stock and approximately $.97 per share for
preferred stock, based on the closing price of AVI common stock on
August 29, 2003.  The transaction would have given stockholders
the option to exchange eXegenics shares for the stock of a company
with a far more advanced product development portfolio and better
recognition in the investment community."

A second competing offer by Foundation Growth Investments remains
open to eXegenics stockholders.  The offer period has been
extended three times.  The offer is highly conditional.
Foundation is offering to purchase both eXegenics common and
preferred stock for $.60 per share.

A third group, including Bruce Meyers, one of eXegenics' founding
investors, has filed proxy materials to solicit consents from
eXegenics stockholder to remove all of the members of eXegenics'
Board of Directors and to elect a new slate of directors.

At a meeting held on September 2, the Board of Directors of
eXegenics set a record date in response to the Meyers group's
request in connection with the consent solicitation.  In
accordance with eXegenics' bylaws and applicable law, the Board
has set September 5, 2003 as the record date.

The Board of Directors of eXegenics is, and has always been,
committed to increasing value for eXegenics' stockholders.  In
light of this goal, eXegenics' management, Board of Directors and
professional advisors will evaluate the Meyers group's consent
solicitation materials, as well as other strategic alternatives,
and the Board will advise eXegenics' stockholders of its response
in the coming days.  In the interim, eXegenics respectfully
requests that its stockholders defer making any determination with
respect to the consent solicitation until they have been advised
of eXegenics' position.

                          *    *    *

               LIQUIDITY AND CAPITAL RESOURCES

In its Form 10-Q for the quarter ended March 31, 2003, the Company
reported:

"At March 31, 2003, we had cash and cash equivalents of
approximately $15,476,000. Since our inception, we have financed
our operations from debt and equity financings as well as fees
received from licensing and research and development agreements.
During the three months ended March 31, 2003, net cash used in
operating activities was $1,236,000, the largest elements of which
were one-time payments of approximately $541,000 related to the
termination of scientific programs. In addition, during the three
months ended March 31, 2003, we received $10,000,000 from
investing activities, from a maturing investment security. The
latter funds were reinvested in short-term money market
instruments.

"We believe that we have sufficient cash and cash equivalents on
hand at March 31, 2003 to finance our plan of operation through
December 31, 2003. We currently have no new material commitments
to purchase capital assets through December 31, 2003. However, we
expect to incur new liabilities related to the in-licensing and
clinical development of compounds as outlined in our business
strategy. We anticipate that we may not have sufficient capital
resources to complete new programs prior to product
commercialization. There can be no assurance that any required
financings will be available, through bank borrowings, debt or
equity offerings on acceptable terms or at all."


FASTNET CORP: Chapter 11 Filing Raises Going Concern Uncertainty
----------------------------------------------------------------
FASTNET Corporation and its subsidiaries have been providing
Internet access and enhanced products and services to its
customers since 1994. The Company is an Internet services provider
to businesses and residential customers located in selected
primary and secondary markets in the mid-Atlantic region of the
United States. The Company complements its Internet access
services by delivering a wide range of enhanced products and
services that are designed to meet the needs of its target
customer base.

On June 10, 2003, FASTNET Corporation and on June 13, 2003, each
of its subsidiaries (excluding the Company's wholly-owned
subsidiary "DASLIC", a Delaware Holding Company) filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code, in the United States Bankruptcy Court for the
Eastern District of Pennsylvania (Jointly Administered Case No.:
03-23143). These entities comprise substantially all of the
operations of the Company. Each of the Debtors continues to manage
its properties and operate its business as "Debtors-In-Possession"
under the jurisdiction of the Bankruptcy Court and in accordance
with Sections 1107(a) and 1108 of Chapter 11. The Company
continues to negotiate with its creditors and with potential
investors to reach agreement on a plan to be filed with the
Bankruptcy Court under Section 1121 of the Bankruptcy Code, which
may include a sale of part or all of the Company's assets. The
Company's Chapter 11 filing raises substantial doubt about its
ability to continue as a going concern.

During the pendency of the Chapter 11 bankruptcy proceedings
involving the Debtors, the Company may sell or otherwise dispose
of assets and liquidate or settle liabilities for amounts other
than those reflected in its consolidated financial statement. A
proposed plan filed in the Chapter 11 proceedings could materially
change the amounts reported in the consolidated financial
statements, which do not give effect to any adjustments of the
carrying value of assets or liabilities that might be necessary as
a consequence of a proposed plan. The Company's ability to
continue as a going concern is dependent upon, among other things,
the proposal, funding and confirmation of a plan of
reorganization, future profitable operations, favorable resolution
of the rejection of leases and network costs, and the ability to
generate sufficient cash from operations and/or financing
arrangements to meet its obligations.

FASTNET has incurred operating losses in each year since its
inception and expects its losses to continue for the foreseeable
future as it operates under Chapter 11 of the Bankruptcy Code. The
Company's operating losses were $16,664,495, $14,135,388, and
$32,044,023 for the years ended December 31, 2002, 2001 and 2000,
respectively, and $23,691,508 for the six months ended
June 30, 2003.


FERRELLGAS PARTNERS: Acquires Bud's Propane Service in Oregon
-------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation's largest
propane retailers, announced the acquisition of Bud's Propane
Service, Inc. of Portland, Oregon.

The acquisition represents Ferrellgas' 63rd since becoming a
publicly traded company in 1994.

"Ferrellgas is excited about the addition of Bud's Propane to the
Ferrellgas family," said Senior Vice President of Corporate
Development Kenneth A. Heinz.  "With this acquisition, we are able
to further enhance our strong local presence in the Portland area
and position ourselves for continued growth."

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., currently serves more than 1 million customers
in 45 states. Ferrellgas employees indirectly own more than 17
million units of the partnership through an employee stock
ownership plan. Ferrellgas trades on the New York Stock Exchange
under the ticker symbol FGP.

                         *    *    *

As previously reported in Troubled Company Reporter, Ferrellgas
Partners, L.P.'s $170 million 8.75% senior notes due June 15,
2012, issued jointly and severally with its special purpose
financing subsidiary Ferrellgas Partners Finance Corp., was rated
'BB+' by Fitch Ratings.

FGP's 'BB+' rating recognizes the subordination of its debt
obligations to approximately $547 million unsecured debt of
Ferrellgas, L.P., the operating limited partnership of FGP,
including the OLP's $534 million 'BBB' rated senior notes. In
addition, Fitch's assessment incorporates the underlying strength
of FGP's retail propane distribution network. Positive qualitative
credit factors include FGP's extensive geographic reach, track
record of customer retention, a proven ability to maintain
consistent gross profit margins even during past run-ups in spot
propane prices and strong internal operating, pricing, and
financial controls.


FLEXTRONICS: Reports Final Results of Sr. Sub Notes Tender Offer
----------------------------------------------------------------
Flextronics International Ltd. (Nasdaq: FLEX) (S&P, BB+ Corporate
Credit Rating, Stable), announced the final results of its tender
offer for any and all of its outstanding 9-7/8% senior
subordinated notes due 2010, which expired at 12:00 midnight, New
York City time, on September 3, 2003.

Based on a final count by Global Bondholder Services, the
Depositary for the offer, $492,313,000.00 in aggregate principal
amount of the notes, representing 98.5% of the aggregate principal
amount of notes outstanding, were tendered and not withdrawn
before the expiration of the tender offer. The aggregate
consideration paid by Flextronics for the notes was
$582,579,919.68, which included accrued and unpaid interest.

Citigroup Global Markets Inc. served as Dealer Manager for the
tender offer.

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services provider focused on delivering supply chain
services to technology companies. Flextronics provides design,
engineering, manufacturing, and logistics operations in 29
countries and five continents. This global presence allows for
supply chain excellence through a network of facilities situated
in key markets and geographies that provide customers with the
resources, technology, and capacity to optimize their operations.
Flextronics' ability to provide end-to-end services that include
innovative product design, test solutions, manufacturing, IT
expertise, network services, and logistics has established the
Company as the leading EMS provider with revenues of $13.4 billion
in its fiscal year ended March 31, 2003. For more information,
visit http://www.flextronics.com


FRONT PORCH: Recurring Losses Raise Going Concern Uncertainty
-------------------------------------------------------------
Front Porch Digital Inc. enables the conversion, preservation and
management of analog and digital content, including text, images,
audio, graphics, video and rich media.  The Company develops
proprietary software products and performs  services that convert
content into digital formats for subsequent storage and on-demand
delivery in the same or other  formats or digital platforms.   The
software, which is based on proprietary and patent-pending
technology, enables a new  paradigm in the way broadcasters,
content owners and education and law enforcement personnel manage
their workflow - - a shift from tape-oriented warehousing to a
fully-digital, instant access automated archive.

The Company's customers are located in the United States, Europe
and Asia.

The Company's consolidated financial statements have been prepared
on a going-concern basis, which contemplates the  realization of
assets and liabilities in the normal course of business.
Accordingly, the consolidated financial  statements do not include
any adjustments that might be necessary should the Company be
unable to continue in existence.  The Company has incurred losses
since commencement of operations in its current line of business.
Although the Company's  operating results have continued to
improve in the first six months of 2003, and the Company has
improved its overall financial position and liquidity during that
period, there can be no assurance that the Company will not
continue to sustain operating losses.

In May 2003, the Company sold its DIVArchive Medical operations to
Eastman Kodak Company and has accounted for the gain on the sale
and the operations of the business as discontinued operations.  As
a result, the operating results of the DIVArchive Medical
component are excluded from operating income and loss from
continuing operations and are reported as a component of net
income for the three and six months ended June 30, 2003.

For the six months ended June 30, 2003, the Company generated a
net loss of $3.5 million. Excluding the charge of $3.3 million for
the impairment of goodwill and intellectual property related to
the Company's media services business and net losses from
discontinued operations of $164,000, net income for the six months
ended June 30, 2003 was $35,000 (as  compared to a loss of $1.6
million in the prior year period).  Included in net income for the
period was a non-recurring gain on the sale of discontinued
operations of $587,000 related to the sale of the DIVArchive
Medical business to Kodak.  For the six months  ended
June 30, 2003, the Company generated negative cash flow from
continuing operations of $0.9  million and had an ending cash
balance at June 30, 2003 of $0.7  million (including restricted
cash).


FRIENDLY ICE CREAM: Amends By-Laws' Advance Notice Requirements
---------------------------------------------------------------
On July 23, 2003 the Board of Directors of Friendly Ice Cream
Corporation amended Sections 2.11 and 3.17 of its By Laws to
increase the advance notice requirements for shareholders to
submit shareholder proposals or Board of Director nominees to 120
days in advance of an annual meeting of shareholders, if such
meeting is to be held on a day which is within 30 days preceding
the anniversary of the previous year's meeting, or 150 days in
advance of such meeting if such meeting is to be held on or after
the anniversary of the previous year's meeting.

                        *   *   *

The Company has incurred significant losses from operating
activities and, at April 30, 2003, has a working capital
deficiency of $82,653. Management is of the opinion that
sufficient working capital will be obtained from operations,
external financing and restructuring to meet the Company's
liabilities and commitments as they come due.


GAP INC: Hires Nicholas Severino as Divisional CFO for Gap Brand
----------------------------------------------------------------
Gap Inc. (NYSE: GPS) announced that Nicholas A. Severino is
joining the company as divisional Chief Financial Officer for Gap
brand.

Mr. Severino, 37, will oversee all financial aspects of Gap's U.S.
business and report to both Lee Bird, executive vice president and
chief operating officer of Gap's domestic division, and Byron
Pollitt, CFO of Gap Inc.

Mr. Severino joins Gap Inc. from Sears, Roebuck and Co., where he
had worked since 1994 in various financial positions.  He most
recently was Vice President, Finance, Sears Retail and Related
Services.  In that role, Mr. Severino had financial responsibility
for more than 2,800 stores, including Sears' full line, hardware,
dealer and automotive locations.  He also managed an $800 million
annual capital budget.

"I'm very excited to have Nick join our Gap team," Mr. Bird said.
"Nick brings with him exceptional retail experience and will
complement the brand's leadership with his financial management
skills."

In addition to his Sears experience, Mr. Severino has worked as a
consultant for Arthur Andersen, with experience in financial,
retail and insurance industry segments. He is a Certified Public
Accountant and holds Bachelor of Science degrees in Accounting and
Economics from Trinity University of Texas, as well as a M.B.A.
from Northwestern University Kellogg Graduate School of
Management.

Gap Inc. (S&P, 'BB+' corporate credit and senior unsecured
ratings, Negative) is a leading international specialty retailer
offering clothing, accessories and personal care products for men,
women, children and babies under the Gap, Banana Republic and Old
Navy brand names. Fiscal 2002 sales were $14.5 billion. As of
August 30, 2003, Gap Inc. operated 4,212 store concepts (3,081
store locations) in the United States, the United Kingdom, Canada,
France, Japan and Germany. In the United States, customers also
may shop the company's online stores at gap.com, Banana
Republic.com and oldnavy.com.


GAP INC: August 2003 Net Sales Climb 5% to $1.22 Billion
--------------------------------------------------------
Gap Inc. (NYSE: GPS) reported net sales of $1.22 billion for the
four-week period ended August 30, 2003, which represents a 5
percent increase compared with net sales of $1.16 billion for the
same period ended August 31, 2002. The company's comparable store
sales for August 2003 increased 4 percent, compared with a
2 percent decrease in August 2002.

Comparable store sales by division for August 2003 were as
follows:

    -- Gap U.S.: positive 1 percent versus negative 4 percent
       last year

    -- Gap International: positive 1 percent versus negative 4
       percent last year

    -- Banana Republic: positive 8 percent versus flat last year

    -- Old Navy: positive 6 percent versus flat last year

"Back-to-school marketing helped drive strong sales of our
featured Gap cords and Old Navy cargos," said Sabrina Simmons,
senior vice president, Treasury and Investor Relations. "Banana
Republic also had strong results as customers responded well to
our wear-now Fall transitional merchandise."

"While we're pleased with our positive comp performance, August
sales overall were slightly below our beginning of month
expectations," Ms. Simmons said. "Strong consumer response to
advertised products was somewhat offset by weaker than expected
demand for fleece activewear and long sleeve tops at Old Navy, and
long sleeve tops and basic denim at Gap. Total company merchandise
margins were in-line with last year."

Year-to-date sales of $8.3 billion for the thirty weeks ended
August 30, 2003 represent an increase of 13 percent over sales of
$7.3 billion for the same period ended August 31, 2002. The
company's year-to-date comparable store sales increased 10 percent
compared to a decrease of 11 percent in the prior year.

As of August 30, 2003, Gap Inc. operated 4,212 store concepts
compared with 4,263 store concepts last year. The number of stores
by location totaled 3,081 compared with 3,142 stores by location
last year.

Gap Inc. will announce September sales on October 9, 2003.


GENCORP INC: Revises Earnings Guidance for Third Quarter
--------------------------------------------------------
GenCorp Inc. (NYSE: GY) announced it expects third quarter
earnings to be below previously issued guidance of $.04 to $.06
per share. GenCorp now expects earnings in the third quarter to be
a loss in the range of $.04 to $.08 per share. This decline in
forecasted results is due to poor performance at its GDX
Automotive segment. The poor operating results at GDX were driven
by lower volumes of Volkswagen products in North America and
Germany, additional launch costs for the Volkswagen Golf A5
program and a reduction in volume at its French plants along with
several unscheduled shutdowns due to OEM labor issues in Europe.
GenCorp is taking actions to reduce its cost structure at GDX and
improve operating efficiencies, and has recently taken several
personnel actions at the GDX executive level. GenCorp expects the
segment to return to profitability in the fourth quarter of 2003.

On the positive side, GenCorp expects increased earnings in its
Aerospace and Defense segment resulting from contract amendments
and additional real estate sales. For the year, GenCorp
anticipates earnings will be in the range of $.41 to $.46 per
share.

GenCorp is a multi-national, technology-based manufacturer with
operations in the automotive, aerospace, defense and
pharmaceutical fine chemicals industries. Additional information
about GenCorp can be obtained by visiting the Company's Web site
at http://www.GenCorp.com

                         *      *      *

As reported in Troubled Company Reporter's July 29, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B+' rating to
GenCorp Inc.'s new $175 million senior subordinated notes due
2013. At the same time, Standard & Poor's affirmed its ratings,
including the 'BB' corporate credit rating, on the propulsion and
vehicle sealing system manufacturer. The outlook is stable.


GENSCI REGENERATION: Publishes Info Circular on IsoTis Merger
-------------------------------------------------------------
IsoTis S.A. (SWX/Euronext Amsterdam: ISON) and GenSci Regeneration
Sciences Inc. (Toronto: GNS) announced the publication and mailing
of the joint information circular in connection with the intended
merger of IsoTis with GenSci OrthoBiologics, GenSci Regeneration's
main subsidiary. In addition, IsoTis announced further steps to
streamline its operations.

The IC contains the full background and rationale for the merger
and will be mailed out to shareholders.

               Other important developments

IsoTis' management, in its continued effort to rationalize its
operations and to fully focus on orthobiologics, intends to
discontinue or spin-off all its cell biology programs. This would
involve putting on hold the development of VivesCart, a long-term
tissue engineered cartilage development program; the transfer of
people employed in IsoTis' skin programs to a dedicated (cash flow
neutral or positive) wound management subsidiary; the spin-off of
IsoTis' basic research group; and further streamlining of the
overall business. The intended restructuring will result in a
reduction of the workforce by approximately 29%. IsoTis has
notified its Swiss and Dutch employees and submitted a request for
advice to IsoTis NV's works council. These measures will bring the
positions of IsoTis' core business to approx 60 full time
equivalents, compared to 85 today.

                       Listings

In the merger agreement with GenSci, IsoTis has committed to
consider applying for a North American stock exchange listing
within a certain period after the merger. At the same time, IsoTis
wishes to streamline its various stock exchange listings.
Management will examine which would be the optimal unique trading
platform, considering the interests of its diversified
shareholders base.

In the interim, and until definitive decisions can be taken on a
single platform, IsoTis intends to service its Dutch, Swiss, and
(post-merger) Canadian and US shareholders base by maintaining
listings on SWX, Euronext, and on TSX.

                  Merger - next steps

* EGM GenSci, 30 September in Vancouver
* Main decision: shareholder approval of Plan of Arrangement
  (i.e.merger)

* EGM IsoTis, 1 October in Lausanne
* Main decision: shareholder approval of capital increase to
  finance acquisition of GenSci OrthoBiologics

* Plan of Arrangement Hearing, October 6, Supreme Court of
  British Columbia

* Approval of Plan of Arrangement

* Confirmation Hearing, 14 October, California Bankruptcy Court
* GenSci OrthoBiologics' emergence from Chapter 11

* Effective date, 27 October

The "Effective date" is the date on which the business of GenSci
OrthoBiologics is transferred to IsoTis. Three days later,
27,521,930 IsoTis shares (less the dissenting shareholders'
entitlement) are delivered to the parent company GenSci
Regeneration. The distribution of shares to GenSci Regeneration
shareholders, after withholding to pay for Canadian taxes (see
Note on Canadian Taxes), and listing of those shares on the SWX
and Euronext, is expected to take place immediately thereafter.

Jacques Essinger, Chief Executive Officer, IsoTis S.A. commented:

"On both sides of the Atlantic our companies have been working
very hard to bring this transaction to a successful conclusion. In
the process, we have witnessed an enormous energy, creativity, and
ambition to create the new IsoTis OrthoBiologics. The new company
will be an innovative leader in its field, and has everything in
place to outpace the market. It is rewarding to see the bond that
has grown between the two companies over the past months, and
given the considerable appreciation of both companies' stock it is
rewarding to see that the market as well embraces the future of
this new company. I am confident that our shareholders will
continue to support us, and will give us their vote to allow us to
seal the merger."

James Trotman, MD, Chairman of the Board of Directors, GenSci
said:

"All of us at GenSci are very excited about forging the alliance
with IsoTis and creating the new company. As the founder of
GenSci, I am extremely gratified to have brought the company to
this stage, and our whole team is eager for this new venture. The
business case for the new company is compelling, and I have been
particularly impressed with the numerous enthusiastic
collaborative efforts that have taken shape between teams of
GenSci and IsoTis in such a short time span. For me it is clear
that the new company is ideally positioned to fulfill its promise,
and I look forward to being a part of that and to work with my new
colleagues on the Board of Directors and with the management."

                          Outlook

Assuming the consummation of the IsoTis/GenSci merger, and in
light of recent revenue growth and market penetration trends of
both companies' products, management expects that full-year 2003
sales of IsoTis/GenSci will slightly exceed 2002 combined sales of
US$ 23 million. Management expects the Combination to become cash-
flow break-even and profitable during 2005. For a better
understanding of the financial situation of the Combination,
attached are pro forma condensed combined financial statements in
US GAAP as included on pages 22 and 23 of the IC.(2)

                  Note on Canadian Taxes

GenSci Regeneration may have to pay Canadian capital gains tax on
the transaction, and Canadian withholding tax on the distribution
of IsoTis shares to non-Canadian residents, due to the
appreciation of the IsoTis shares since the merger between IsoTis
and GenSci was announced on June 3, 2003. In order to generate the
cash to pay these taxes, GenSci will withhold and sell in the open
market the appropriate number of IsoTis shares, to be determined
by GenSci's Board of Directors on the Effective Date. GenSci's
shareholders may receive a lower number of shares than initially
expected. Depending on the share price of IsoTis, the exchange
ratio of GenSci Regeneration shares to IsoTis shares could
fluctuate. Current estimates of the GenSci/IsoTis share exchange
ratio are between 0.48 (with IsoTis share equal to or lower than
1,60 Swiss Francs ("CHF")) and 0.44 (with IsoTis share at 5 CHF)
due to Canadian capital gains tax and (for non-Canadian resident
shareholders) Canadian withholding tax.

   EGM dates, locations, & availability information circular

The information circular will be made available in pdf format on
genscimerger.isotis.com; www.gensciinc.com; www.sedar.com; and
www.euronext.com. IsoTis' EGM will take place on October 1, at 9AM
at the Musee Olympique in Lausanne, Switzerland. On September 15,
at 7PM (19.00) an informative meeting for IsoTis shareholders will
be held at the Rosarium, Europaboulevard, Amstelspark 1,
Amsterdam/Buitenveldert, The Netherlands. The GenSci Regeneration
Sciences EGM will take place on September 30 at 10AM, at the
offices of McCullough O'Connor Irwin, 1100-888 Dunsmuir Street,
Vancouver, British Columbia V6C 3K4, Canada. The IC is being
mailed to shareholders over the next few days.


GENTEK INC: Court Okays Solicitation and Tabulation Protocol
------------------------------------------------------------
Judge Walrath approves the solicitation and tabulation procedures
in the Chapter 11 cases of GenTek Inc., and its debtor-affiliates,
and establishes:

   * August 20, 2003, at 5:00 p.m., as the Voting Record Date;

   * September 23, 2003, at 4:00 p.m., as the Rule 3018 Motion
     Deadline;

   * September 30, 2003, at 4:00 p.m., as the Voting Deadline;

   * September 30, 2003, at 4:00 p.m., as the deadline for filing
     objections to confirmation of Plan; and

   * October 7, 2003, at 9:30 a.m., as the Plan Confirmation
     Hearing Date. (GenTek Bankruptcy News, Issue No. 19;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY INC: Chapter 7 Liquidation as Alternative to Chapter 11
---------------------------------------------------------------
If Genuity Inc.'s Chapter 11 liquidation plan is not confirmed,
the only alternative available is a Chapter 7 liquidation.  In the
event of Chapter 7 conversion, the Debtors would cease their
liquidation and distribution efforts, and one or more trustees
would be appointed to litigate any remaining disputes between and
among the Debtors and creditors.  The appointed Trustee will then
liquidate and distribute the remaining assets of the Debtors'
estates in accordance with the priorities established by the
Bankruptcy Code.

The effect of a Chapter 7 liquidation on the recoveries of
claimholders, Ira H. Parker, President of Genuity Inc., asserts
is best explained by taking a closer look at Genuity's Chapter 11
Plan Recovery Analysis which sets forth the recoveries to Class 3
and Class 4 Claimholders:


                    Plan Recovery Analysis
                       (in millions)

                                                Recovery Range
                                                ---------------
Assets                                           Low      High
                                                -----     -----
   Cash-on-Hand                                  $942      $942
   Remaining Proceeds from Level 3 Sale           (39)       24
   Collections of A/R (net of setoffs)             21        74
   Cash Repatriation fr. foreign affiliates         4         4
   Recoveries from Causes of Action                 1         3
   Other Receipts                                   4         4
                                                -----     -----
                                                  933     1,051
100% Obligations
   Executory Contract Cure Costs                   82        32
   Administrative Claims                           45        30
   Estate Admin.Costs, Incl. Advisors              25        22
   Employee Severance Costs                         3         3
   Secured and Priority Claims                     53        33
                                                -----     -----
                                                  208       120
                                                -----     -----
   Total Cash Available                           725       931

Class 3 Bank Lender Claims
   Bank Lender Claims                           1,677     1,677

General Unsecured Claims
   BBN Bonds                                        8         8
   Unsecured Claims, incl. trade claims           221        99
   Contract Rejection Claims                      559       297
                                                -----     -----
                                                  788       404
Recoveries Under Plan
   Cash to Bank Lenders                           650       791
   Bank Lender Claims                           1,677     1,677
                                                -----     -----
   Bank Lender Recovery                            39%       47%
                                                =====     =====

   Cash to General Unsecured Creditors
          (net of expenses of $ 5M)                75       140
   General Unsecured Creditor Claims              788       404
                                                -----     -----
   General Unsecured Creditor Recovery             10%       35%
                                                =====     =====

Comparing the recovery proposed for each creditor under the Plan
with the recovery in a hypothetical Chapter 7 case requires
examining three potential differences:

   -- total Cash available from the liquidation and prosecution
      of Causes of Action might be greater in the Chapter 11
      Cases than in a Chapter 7 case;

   -- the total amount of Claims in a particular Class might be
      greater in a Chapter 7 case than in the Chapter 11 cases,
      thus diluting and reducing recoveries to individual
      creditors in that class; and

   -- the Plan in the Chapter 11 Cases proposes to allocate the
      Cash available for distribution among creditor classes in
      a way that may be more favorable to each Class than would
      occur in a Chapter 7 case.

Mr. Parker points out that the total amount recovered for
creditors will be greater in the Chapter 11 Cases than in a
Chapter 7 case since a Chapter 7 case is run by an independent
trustee who has no specific familiarity with the business.

In contrast, the Liquidating Trust contemplates the retention of
key employees and certain advisors who are intimately familiar
with the remaining Claims and Causes of Action.  The expertise of
these professionals will provide some additional recovery for
creditors that could not be obtained by outside trustees and
professionals who are not familiar with the Debtors' business and
history.

More importantly, Mr. Parker continues, the aggregate amount of
Cash available for distribution to creditors would be lower in a
Chapter 7 case due to increased administrative costs because:

   -- an independent Chapter 7 trustee may receive a statutory
      fee on all distributions made;

   -- a Chapter 7 trustee and the trustee's attorneys and
      accountants would add costs above and beyond the costs
      likely to be incurred by professionals for the Liquidating
      Trust, which professionals are expected to be a combination
      of the Debtors' and the Creditors' Committee's current
      professionals.  All of these fees and costs would be
      entitled to administrative priority; and

   -- a Chapter 7 trustee and professionals would have to expend
      tremendous amounts of effort just learning the matters
      already familiar to the professionals already involved in
      the Debtors' Chapter 11 Cases.  This additional cost would
      reduce overall creditor recoveries.

Furthermore, given the potential inter-creditor and debtor-
creditor disputes, it is possible that one or more of the Debtors
might require a separate Chapter 7 trustee.  That trustee would
then have to duplicate much of the efforts of the Debtors' and
Creditors' Committee's professionals, as well as the efforts of
the other Chapter 7 trustees.  Each Chapter 7 trustee would be
entitled to statutory fees and would retain separate attorneys
and accountants, adding still more costs.

The Plan proposes distributions to creditors based on a
compromise and settlement of various inter-creditor and debtor-
creditor disputes.  One of the principal purposes of Chapter 11
plans is to facilitate complex compromises of inter-creditor
disputes, like those the creditors and the Debtors face in these
cases.  This purpose would be thwarted by allowing creditors,
under the guise of the best interests test, to insist that all
possible litigation that might occur in a Chapter 7 case be
incorporated into the confirmation of the Plan.

Although a creditor might argue that, after final trials on the
merits and any appeals, its distribution would be larger if all
inter-creditor and debtor-creditor disputes were resolved in its
favor, it is equally true that each creditor would be worse off
if, instead of receiving the benefit of the compromise embodied
in the Plan, all litigation were resolved against the creditor in
a Chapter 7 case.  The best interests test protects creditors
only against results in a Chapter 11 plan that are worse than the
worst possible case in Chapter 7.

The Debtors' Plan proposes a compromise of massive amounts of
litigation that would otherwise require an enormous amount of
time and money to prosecute.  The Debtors believe that these
benefits outweigh the mere chance that the litigation might
render any additional benefit to a particular creditor.

Finally, Mr. Parker adds, the value of any distributions to each
class of allowed claims in a Chapter 7 case, including all
secured claims, would be less than the value of distributions
under the Plan because the distributions in a Chapter 7 case
would be delayed for a substantial period of time.  There is a
risk that distribution of the proceeds of a Chapter 7 liquidation
might not occur for one or more years after the completion of the
liquidation in order to resolve claims and prepare for
distributions.  In addition, recovery to creditors may be
decreased by any litigation engendered by the claims allowance
process.  Incorporating the time value of distributions to the
liquidation analysis contained here would further lower the
estimated recoveries as presented.

Accordingly, the Debtors' thorough consideration of these facts
led them to conclude that the Plan, in comparison, provides a
greater recovery to creditors on a more expeditious timetable and
in a manner which minimizes inherent risks in any other course of
action available to the Debtors.

The Plan embodies the best method of resolving any remaining
disputes between and among the Debtors and creditors, and
completing the orderly liquidation and distribution of the
Debtors' assets to creditors.

Liquidation under Chapter 7 would add additional costs of at
least several million dollars, reducing creditor recoveries than
those provided for in the Joint Consolidated Plan of Liquidation
because:

   (a) of the likelihood that other assets of Debtors would have
       to be sold or otherwise disposed of in a less orderly
       fashion;

   (b) additional administrative expenses attendant to the
       appointment of a trustee and the trustee's employment of
       attorneys and other professionals; and

   (c) additional expenses and claims, some of which would be
       entitled to priority, which would be generated during the
       liquidation and from the rejection of leases and other
       executory contracts in connection with a cessation of the
       Debtors' operations. (Genuity Bankruptcy News, Issue No.
       17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTERNATIONAL POWER: Releases Half Year 2003 Interim Results
------------------------------------------------------------
International Power plc (NYSE:IPR) (Other OTC:IPRWF) announces its
financial results for the six-month period ended 30 June 2003 and
reports on key developments to date.

"As expected, 2003 has been challenging, particularly in North
America and the UK, where wholesale power prices and spark spreads
remained low. However, the rest of our portfolio continued to
perform well and we remain on track to deliver earnings in line
with our guidance for this year," said Sir Neville Simms, Chairman
of International Power.

"In the first half of this year, we have been able to capitalise
on the current market environment and have executed selected
business and financial transactions that will enhance shareholder
value," Sir Neville added.

  Highlights

  -     Profit before interest and tax of GBP138 million (pre
        exceptional items)
  -     Operating cash flow of GBP131 million
  -     Earnings per share of 5.1p (pre exceptional items)
  -     Successful placement of US$252 (GBP158) million senior
        convertible bond
  -     US$1.77 billion financing of Umm Al Nar completed
  -     Achieved exclusivity to acquire interest in 4,000 MW
        Drax power plant


North America

In North America, losses in the first quarter attributable to the
unusual weather conditions in Texas and the high cost of gas
transportation in New England, together with the continued weak
pricing conditions in both markets in the second quarter, resulted
in poor financial performance for the half year, with profit
before interest and tax of GBP1 million. Due to improved plant
availability, compensation for lost income from our main
contractor (Alstom) was lower in the first half of 2003 compared
to the equivalent period last year. In New England, power prices
remained low during the third quarter due to soft demand and mild
weather. In Texas, prices continued to be below expectations
through August, notwithstanding a short period of record demand.

Near-term improvement in power prices in both markets remains
dependent on withdrawal of inefficient capacity in order to effect
a fundamental shift in the supply-demand balance. A high degree of
uncertainty continues to impact the generation sector in both of
our North American markets, with four of the largest portfolio
generators in New England in Chapter 11, and two of the largest
generation companies in Texas in the process of being sold. As a
result, a certain inertia has existed on the supply side in both
markets since we last reported. In the absence of withdrawal of
some existing capacity, current forward prices are likely to
remain low for the foreseeable future.

Europe & Middle East

All contracted assets, namely Pego, EOP, Marmara and Al Kamil,
delivered robust financial and operational performance, and the
Europe and Middle East region generated profit before interest and
tax of GBP49 million. Earnings are lower in comparison to the same
period last year, primarily due to the termination of the tolling
contract with TXU Europe at Rugeley in late November 2002, and
weak wholesale power prices in the UK during the first half of
this year.

However, electricity prices in the UK have recently shown modest
improvement, and although a portion of our UK generation capacity
is contracted until March 2004, our uncontracted capacity remains
well positioned to capture higher peak prices.

We have entered into an exclusive arrangement with AES Drax
Holdings Limited (Drax) to participate in Drax's restructuring in
order to acquire debt and equity, for maximum total cash cost of
GBP130 million. We look forward to a successful conclusion of this
process and our eventual participation in the ownership and
management of Drax.

In Italy, our 800MW CCGT Paduli project near Naples, which is
being developed in association with Ansaldo Energia, has received
a key environmental authorisation (VIA) from the Italian Ministry
of Environment. This authorisation is an important step towards
obtaining complete approval to commence construction. Alongside
the permitting process, we continue to work towards securing
viable tolling or offtake contracts for Paduli and our other
Italian projects.

In the Middle East, despite the backdrop of uncertainty associated
with the conflict in Iraq, together with our partners Tokyo
Electric, Mitsui and ADWEA, we successfully secured a US$1.77
billion financing package for the acquisition and associated
expansion of the Umm Al Nar power and water plant in Abu Dhabi. As
the principal operator, we have taken over control of plant
operations (both power and water desalination) and in the first
month the plant has delivered good performance. Preliminary
construction related work on the expansion site has also
commenced. Our total equity commitment to Umm Al Nar is
approximately GBP56 million for our 20% shareholding.

With over 6,000 people working on site, construction of the
Shuweihat S1 power and water plant in Abu Dhabi continues to make
good progress. The first two (of a total of five) gas turbines
have been successfully synchronised with the power grid and have
been tested on full load. The plant is expected to commence
commercial operation in Q3 2004.

Australia

Profit before interest and tax in Australia increased by 12% to
GBP55 million from GBP49 million last year. This increase was
attributable to a combination of the contractual prices secured
together with tight control of operating expenditure. Looking
ahead, although forward prices have weakened, we remain largely
contracted through 2004 and moderately into 2005.

Construction of the SEAGas pipeline (650 km gas pipeline from
Victoria to South Australia) continues. Over 580 km of pipe has
now been laid.

Rest of the World (ROW)

All assets in our ROW business segment performed well and
generated profit before interest and tax of GBP46 million.

We continue to monitor the value of all our investments in order
to take advantage of opportunities to realise value as they arise.
In line with this approach, we have monetised part of our
investment in Hubco (in Pakistan) and have generated cash of GBP21
million and a profit of GBP8 million, through the sale of a 5%
stake. Our equity interest in Hubco now totals 20.7%.

Interest

Interest at GBP50 million has benefited from a combination of
lower interest rates on our floating debt and the impact of
exchange translation gains on monetary assets.

Tax

The tax rate is 32%, compared to 30% last year, primarily
reflecting the expiry of some overseas tax holidays.

Capital Structure

In July, we announced the successful issue of a US$252 million
(GBP158 million) convertible bond, which has a minimum seven year
term at a highly attractive coupon of 3.75%. We expect to use the
proceeds from this bond to refinance in part the potential 'put'
of the Company's 2% Convertible Bond in November 2003, and to
repay the US$60 million Euro-Dollar Bond, due in December 2003.

In May, we initiated a share buyback programme. To date we have
purchased, for cancellation, 5.5 million shares at a total cost of
GBP6.7 million at prices ranging from 114p per share to 132p per
share. The share buyback programme remains in effect.

In relation to the non-recourse US credit facility, which was
raised to finance International Power's merchant power plant
construction programme in the US, all technical defaults
previously claimed by the US bank group were waived in May. The
outstanding debt of GBP615 million has therefore been re-
designated in the balance sheet from current debt to long term
debt, reflecting its maturity date of June 2006.

We have now completed the restructuring of the Rugeley credit
facility, which was in default as a consequence of the collapse of
TXU Europe. The revised terms include a reduction in debt from
GBP160 million to GBP90 million, through a GBP70 million repayment
by International Power, offset by the cancellation of a GBP70
million letter of credit that we had previously provided.

Balance Sheet

Net assets at 30 June 2003 have increased by GBP100 million since
31 December 2002. This increase is due to the profitability of the
group in the period, of GBP65 million, together with exchange
gains of GBP35 million reflecting the impact of foreign exchange
on the net investment in foreign entities and their related
borrowings.

Corporate Social Responsibility

Pego (600MW coal fired plant) in Portugal, has for the sixth
consecutive year received a gold award from the Royal Society for
the Prevention of Accidents (ROSPA) for continuous improvement in
occupational safety management.

Hub (1,290MW oil fired plant) in Pakistan, which is operated and
maintained by International Power, has also received an award from
ROSPA for outstanding performance in the area of health and
safety.

Outlook

The lack of liquidity in our markets in the US means that current
forward prices cannot be relied upon to predict the ultimate level
of future prices. In the UK wholesale prices over the short term
have shown some signs of improvement. Nonetheless, we believe that
it is still too early to make any solid assumptions regarding
prices in 2004. We can, however, reaffirm our stated earnings per
share guidance for 2003 of 9p to 11p.

While these uncertain conditions prevail in two of our key
markets, we continue to focus on maximising value from our
existing asset base and pursuing a wide range of new investment
opportunities within our existing markets.

International Power plc is a global independent power producer
with 10,990MW (net) in operation and 610MW (net) under
construction. Among the countries where International Power has
facilities in operation are Australia, the United States, the
United Kingdom, the Czech Republic, Oman, the UAE, Portugal,
Turkey, Malaysia, Pakistan, and Thailand. International Power was
created in October 2000 and its shares are traded on the London
Stock Exchange, and as ADRs on the New York Stock Exchange under
the ticker symbol "IPR".


IPC ACQUISITION: Completes Refinancing of Sr. Credit Facilities
---------------------------------------------------------------
IPC Acquisition Corp., the specialist the global financial
community depends on for world class trading floor solutions, has
successfully completed refinancing its senior secured credit
facilities. The new facilities consist of a $55 million term loan
and a $25 million revolving credit facility. IPC and its
subsidiaries will use the new facilities primarily to repay
existing senior debt and for general corporate purposes.

The new facilities will reduce borrowing costs, and IPC expects
interest savings in excess of $1 million over the next 12 months.
The terms of the new facilities provide greater covenant
flexibility than the previous terms, and the maturity has been
reset to five years.

GE Media and Communications Finance is administering the new
senior credit facilities. Goldman Sachs Credit Partners L. P.
acted as sole bookrunner and sole lead arranger on the
transaction.

IPC Acquisition Corp. (Bloomberg: IPCACQ), through its wholly
owned subsidiary IPC Information Systems Inc., is the specialist
the global financial community depends on for world class trading
floor solutions. For 30 years, IPC's trading systems have been a
mainstay on the desktops of 100,000+ traders worldwide. IPC's
extensive list of trading technology innovations includes the
newly released Enterprise configuration that makes geographically
dispersed trading operations a reality using Voice over Internet
Protocol (VoIP)-based solutions like the IQMXT trading desktop and
the ICMXT Intercom Module.

IPC has offices throughout the Americas, Europe, and the Asia
Pacific region. For more information, visit http://www.ipc.com

As reported in the Troubled Company Reporter's February 17, 2003
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating and other ratings on IPC Acquisition Corp.
and revised the company's outlook to stable from positive. The
outlook revision reflects Standard & Poor's expectation that
credit protection measures will not improve over the near term.


KEY COMPONENTS: S&P Affirms & Revises Ratings Outlook to Stable
---------------------------------------------------------------
Standard & Poor's revised its outlook on Key Components, LLC to
stable from positive. At the same time the 'B+' corporate credit
and 'B-' senior unsecured debt ratings on the company were
affirmed. As of June 30, 2003, Key Components, a manufacturer of
custom-engineered components, had approximately $146 million of
debt outstanding.

"The outlook revision is based on the reduced likelihood of Key
Components' credit protection measures improving in the
intermediate term to a level supportive of a higher rating, as a
result of weaker-than-anticipated cash generation," said Standard
& Poor's credit analyst Eric Ballantine. In addition, there is a
high likelihood that the company may violate bank covenants in the
near term, which would require it to obtain either a wavier or
amendment to its bank credit facility. Standard & Poor's expects
that if Key Components does violate bank covenants, the company
will be able to obtain a wavier or amendment.

The ratings reflect the company's respectable positions in niche
markets and an aggressive financial profile. Tarrytown, New York-
based Key is a leading manufacturer of custom-engineered essential
components for application in a diverse array of end-user
products. Key Components' products include medium-security locks,
flexible shafts for power transmissions, and turbocharger
actuators and related accessories. In addition, through its
electrical components segment, the company produces battery
chargers, wiring for uninterruptible power supplies, and other
specialty electrical components.

As of June 30, 2003, Key Components had approximately $24 million
of availability under its $25 million revolving credit facility.
The company was in compliance with its bank covenants at quarter
end, although room under them was limited. In both the third and
fourth quarters of 2003 the company's bank covenants step down,
leaving very little cushion. Key faces meaningful debt
amortization payments over the next 12 months of approximately $7
million. The company had about $3.5 million of cash on its balance
sheet at June 30, 2003. Providing modest financial flexibility is
the company's ability to sell discrete business segments if
needed.


KM LOGISTICS: CEO Convicted of Fraud Scheme, US Attorney Reports
----------------------------------------------------------------
The CEO of a Randolph company pleaded guilty in federal court to
mail fraud, wire fraud, and bankruptcy fraud.

United States Attorney Michael J. Sullivan and Kenneth W. Kaiser,
Special Agent in Charge of the Federal Bureau of Investigation in
New England, announced that WILLIAM J. FINDLEY, III, age 57, of 5
Stuart Road, Rochester, Massachusetts, pleaded guilty before
Senior U.S. District Judge Morris E. Lasker, to an information
charging him with stealing money from the escrow account of KM
Logistics, Inc. which held customer funds.

At the plea hearing, the prosecutor told the Court that, had the
case proceeded to trial, the evidence would have proven that
FINDLEY was the Chief Executive Officer, Treasurer, Chief
Financial Officer, and sole stockholder of KM Logistics, Inc.,
located at 83 York Avenue in Randolph, Massachusetts. From at
least May, 1997 through November, 2001, FINDLEY, embezzled more
than $1.6 million Enter details and dates of the allegations in
customer funds that KM Logistics was supposed to use for shipping
costs on behalf of its customers. KM Logistics was in the freight
forwarding business. Thus, on behalf of its customers, KM
Logistics negotiated contracts with freight carriers, selected the
proper and most cost effective type of transportation, and paid
customers' freight bills to the carriers. KM Logistics was
entrusted with customer funds which it was obligated to use to pay
for shipping costs on behalf of those customers. Instead of using
customer funds for the agreed upon purpose, FINDLEY wrote numerous
checks and instructed the wire transfer of funds out of the escrow
account. The stolen funds were principally used by FINDLEY for
stock day trading. FINDLEY's theft from the KM Logistics customer
escrow account drove the business into bankruptcy.

The prosecutor also told the Court that FINDLEY appeared at a
bankruptcy proceeding and testified falsely under oath regarding
whether he had taken funds from the KM Logistics escrow account
for personal use.

Judge Lasker scheduled sentencing for December 1, 2003 at 2:15 PM.
FINDLEY faces up to 5 years' imprisonment, to be followed by 3
years of supervised release, and a $250,000 fine.

The case was investigated by Special Agents of the Federal Bureau
of Investigation. It is being prosecuted by Assistant U.S.
Attorney Diane C. Freniere in Sullivan's Economic Crimes Unit.


LASERSIGHT: Delays SEC Report Filing & Extends GE Loan Agreement
----------------------------------------------------------------
LaserSight, Incorporated (OTC Bulletin Board: LASE and LASEE) has
failed to timely file its second quarter SEC Form 10-Q due on
August 14, 2003. The Company did file a Form 12b-25 on August 14,
2003 advising that the Company was still working to put together
the necessary data to file the quarterly report.

As a late filer, the Company had a fifth character "E" added to
its security trading symbol to denote securities delinquent in
their required filings. Securities so denoted will be removed from
the OTC Bulletin Board after the applicable 30-day grace period
expires. The Company must file the Form 10-Q by September 24, 2003
to remain on the OTC Bulletin Board. If the Company is removed
from OTC Bulletin Board, it will be traded in the over-the-
counter (OTC) market via the "Pink Sheets".

As previously announced on June 20, 2003, the Company had been
advised by GE Healthcare Financial Services, Inc., as successor-
in-interest to Heller Healthcare Finance, Inc., that its loans to
the Company were in default due to an adverse material change in
the financial condition and business operations of the Company.
The Company executed a new agreement with GE on August 28, 2003
providing for an extension of its loans through January 2005.

As previously disclosed in its most recently filed 10-Q Quarterly
Report (Q1, May 15, 2003), the Company had entered into new
discussions related to the payment terms of it's License and
Royalty Agreement covering its keratome products. The licensors
issued a third notice of default to the Company on May 6, 2003 and
served legal action against the Company on August 12, 2003 for the
entire balance of approximately $3.3 million under the License
Agreement. The Company has continued its discussions, but as
indicated in the 10-Q report, the Company may have to seek
judicial reorganization to effect relief from this accelerated
license payment or other pressing matters outlined below.

Further, as previously disclosed in the 10-Q report, in order to
conserve cash, the Company has only been funding vendor payments
necessary to support ongoing manufacturing operations. As a
result, the Company has been the defendant of two additional
lawsuits for unpaid obligations aggregating approximately
$250,000. Although the Company is in discussions with the
plaintiffs on these lawsuits, there is no guarantee that the
Company can satisfactorily resolve these issues and as mentioned
above, may have to see judicial reorganization to effect relief.

As previously announced on June 24, 2003 the Company executed an
agreement with Shenzhen New Industries Medical Development Co.,
Schenzhen, The People's republic of China and its Hong Kong based-
affiliate New Industries Investment Consultants (H.K.) LTD.
Shenzhen New Industries is a company that specializes in advanced
medical treatment services, medical device distribution and
medical project investment and New Industries Investment
Consultants is the holder of Lasersight's Series H Convertible
Preferred Stock issued during 2002.

As announced on August 16, 2002, LaserSight and Shenzhen New
Industries entered into a strategic relationship that included the
purchase of at least $10 million worth of LaserSight products
during a twelve month period ending in August of 2003,
distribution of LaserSight products in mainland China, Hong Kong,
Macao and Taiwan, and a $2 million equity investment in LaserSight
Incorporated by New Industries Investment Consultants. The
investment in LaserSight was in the form of the purchase of
Convertible Preferred Stock, the Series H Stock that, subject to
certain restrictions, is convertible into approximately 40% of
LaserSight's Common Stock. Prior to the execution of the June
agreement, Shenzhen New Industries had purchased approximately
$4.5 million worth of LaserSight products through May 15, 2003 and
an additional $700,000 prior to the execution of the agreement for
a total of $5.2 million. As previously announced in its most
recent 10-Q Quarterly Report, the Company had minimal cash and was
unable to manufacture products due to limited inventories and
unfavorable financial relationships with its vendors.

Since the June 24, 2003 announcement, Shenzhen New Industries has
purchased approximately $1.0 million worth of Lasersight products.
Although the original $10 million worth of Lasersight products was
not delivered during the twelve-month period, approximately $6.2
million of Lasersight product was delivered and Lasersight and
Shenzhen expect the balance of the $10 million to be purchased and
shipped during the remainder of 2003.

The Company's efforts to control costs continue to move forward
with the resultant payroll and overhead savings eventually
bringing the company closer to a positive cash flow environment.
However, the Company must continue to deal with the keratome
license issue, potential additional unpaid supplier lawsuits; for
without a successful resolution to each of these issues, the
company will exhaust its cash reserves and may have to seek
judicial reorganization.

As previously disclosed in its most recently filed SEC Form 10-Q
Quarterly Report (Q1, May 15, 2003) and Form 10-K Annual Report,
the Company indicated that it had suffered recurring losses from
operations and has a significant accumulated deficit that raises
substantial doubt about its ability to continue as a going
concern. The financial statements included in the previously filed
SEC reports do not include any adjustments that might result from
the outcome of these uncertainties, including judicial
reorganization.


LASERSIGHT INC: Files for Chapter 11 Reorganization in Florida
--------------------------------------------------------------
LaserSight Incorporated (OTC Bulletin Board: LASEE) announced that
on September 5, 2003, due to the Company's continued cash flow
issues it was forced to file for Chapter 11 bankruptcy protection
and reorganization in the United States Bankruptcy Court, Middle
District of Florida, Orlando Division. LaserSight Incorporated,
Case No. 03-10371-6B1; LaserSight Technologies, Inc. Case No. 03-
10370-6B1; LaserSight Patents, Inc. Case No. 03-10369-6B1.

LaserSight(R) is a leading supplier of quality technology
solutions for laser vision correction and has pioneered its
patented precision microspot scanning technology since it was
introduced in 1992.


LOGOATHLETIC: Files Plan and Disclosure Statement in Delaware
-------------------------------------------------------------
LogoAthletic, Inc., and its debtor-affiliate filed their Chapter
11 Liquidating Plan and an accompanying Disclosure Statement with
the U.S. Bankruptcy Court for the District of Delaware. Full-text
copy of the documents are available for a fee at:

   http://www.researcharchives.com/bin/download?id=030903032431

                              and

   http://www.researcharchives.com/bin/download?id=030903032227

The Plan provides for the treatment of creditors' claims.  The
Plan delineates 5 classes of claims:

  Class   Description      Value of Claim  Treatment
  -----   -----------      --------------  ---------
   n/a    Administrative     $2,950,000    Payment in full from
          Claims, incl.                    available cash,
          Professional                     except as otherwise
          Fees                             agreed.

   n/a    Priority Tax         $650,000    Payment in full in
          Claims                           six years, bearing
                                           interest at 4% per
                                           annum

    1     Other Priority       $166,000    Payment in full from
          Claims                           available cash,
                                           except as otherwise
                                           agreed

    2     Secured Claims           Zero    Payment in full from
                                           available cash,
                                           except as otherwise
                                           agreed

    3     Subordinated             Zero    Pro Rate Share of
          Secured Claims                   Available Cash after
                                           payment of Allowed
                                           Administrative
                                           Claims, Other
                                           Priority Claims and
                                           Secured Claims

    4     General           $69,600,000    Pro Rate Share of
          Unsecured                        Available Cash after
          Claims                           payment of Allowed
                                           Administrative
                                           Claims, Other
                                           Priority Claims and
                                           Secured Claims
    5     Interests               None     Cancelled without
                                           distributions

The Debtors are separate legal entities.  Notwithstanding, the
plan proposes to treat the estates of the Debtors as a single,
consolidated estate for the purpose of distribution.

LogoAthletic, Inc. made NFL-, MLB-, NBA-, NCAA- and NHL-licensed
sports apparel (pants, jackets, shirts, shorts, and caps). The
Company filed for chapter 11 protection on November 6, 2000.
Christopher James Lhulier, Esq. at Pachulski Stang Ziehl Young
Jones & Weintraub PC represents the Debtors in their restructuring
efforts.


LUCENT TECH: Ratings Affirms & Removes Watch on Lower-B Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Lucent
Technologies Inc. from CreditWatch, including the 'B-' corporate
credit rating. All ratings were affirmed; the outlook is negative.
Murray Hill, New Jersey-based Lucent, a major supplier of
communications equipment for service providers, had $8.4 billion
of debt, capitalized operating leases, and debt-like preferred
stock outstanding at June 30, 2003.

The ratings were placed on CreditWatch with negative implications
July 15, 2003, following the company's announcement that it
expected to report a revenue shortfall in its June and September
2003 quarters, and would not become profitable on an adjusted net
income basis in the September quarter as had previously been
anticipated. "The CreditWatch removal reflects Standard & Poor's
assessment that Lucent's recent and expected near-term revenue
shortfall and operating losses are not indicative of a
deterioration in its overall business position, but rather reflect
issues related to two key customers," said credit analyst Bruce
Hyman.

Ratings reflect continued substantial uncertainty as to the pace
of growth and technological direction in the global
telecommunications industry, Lucent's relatively narrow technology
focus, its high debt level, and negative free cash flows, in part
offset by sufficient liquidity to fund its operations over the
intermediate period. The negative outlook recognizes potential
revenue and earnings volatility resulting from Lucent's
substantial reliance on a narrow customer base, and its continued
dependence on the lower-margin and lower-growth North American
wireline business, compared with some industry peers. These
factors could still impede the company's ability to achieve
positive net income during the fiscal year ending September 2004
despite continued cost-reduction efforts, notwithstanding Standard
& Poor's view that overall industry conditions have largely
reached a cyclical low point.

Cash balances were $4.9 billion at June 30, 2003. However,
proceeds of a $1.6 billion debt financing in the quarter are
targeted largely to repay or possibly repurchase certain short-
and medium-term obligations, and for other corporate purposes, and
do not materially benefit intermediate-term liquidity. Debt
maturities and potential puts of preferred stock total $1.3
billion over the coming three years. Still, ratings anticipate
that Lucent will use common equity, rather than cash, to meet
possible preferred stock repurchases.

Financial flexibility, beyond cash on hand, is limited. The
company does not have a revolving credit agreement, while asset
sales, if any, are not expected to be a material source of cash.


MCMS INC: Files Liquidating Plan and Disclosure Statement
---------------------------------------------------------
MCMS, Inc., and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware, their Consolidated
Liquidating Chapter 11 Plan and the accompanying Disclosure
Statement.  The documents are available for a fee at:

   http://www.researcharchives.com/bin/download?id=030903040216

                             and

   http://www.researcharchives.com/bin/download?id=030903035807

The Plan provides for the substantive consolidation of all the
various Debtors, their estates and assets, and the liquidation and
distribution of all of the Debtors' Assets and the distribution of
funds received from the Avoidance Actions to Creditors.
Distributions to Creditors holding Allowed Secured Claims against
the Debtors' Assets will be made to such Creditors in order of
lien priority, except as otherwise agreed. Except as otherwise
agreed, Allowed Administrative Claims, Allowed Priority Claims and
Allowed Secured Claims will be paid in full in cash on the
Effective Date.

The Plan provides for the classification of claims and interests
into 5 Classes.  The treatment of the 4 classes are:

  Class  Description            Treatment
  -----  -----------            ---------
   n/a   Administrative Claims  paid in full in cash within 30
                                days after such Professional
                                Fees are approved by the Court

    1    Priority Claims        paid in full in cash on the
                                Effective Date

    2    Lehman Secured Claim   the Debtors shall transfer,
                                assign, distribute or convey to
                                Lehman or its designee:
                                  i) any and all rights and
                                     interests in the Nokia
                                     Litigation;
                                 ii) the Shared Assets,
                                     exclusive of the
                                     Liquidation Trust Carveout;
                                iii) the Remaining Assets; and
                                 iv) all cash held by the
                                     Debtors in the Operating
                                     Account and the
                                     Professional Escrow Account

    3    Other Secured          at the option of the Debtors,
         Claim                  holders will receive:
                                a) payment of the full amount of
                                   the respective holder's
                                   Allowed Secured Claim; or
                                b) all collateral in the
                                   possession of the Debtors
                                   securing the holder's Allowed
                                   Secured Claim

    4    Allowed Unsecured      will receive their Pro Rata
         Claims                 portion of such portion of the
                                Liquidation Trust Assets

    5    Equity Interests       extinguished as of the Effective
                                Date and will not receive or
                                retain any property on account
                                of their Interests in the
                                Debtors

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.


MGM MIRAGE: Ratings Dive After Continuing of Share Repurchase
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on MGM
MIRAGE, including its corporate credit rating to 'BB+' from 'BBB-
', following the company's announcement that it has continued to
repurchase shares of its common stock in its third quarter,
prolonging the time frame in which credit measures will
remain weak for the rating.

Las Vegas, Nevada-based MGM MIRAGE is one of the world's largest
gaming companies. The outlook is stable. About $5.1 billion of
debt was outstanding as of June 30, 2003.

"The company has balanced share repurchases with debt reduction,
having repaid $106 million in debt during the first six months of
2003. However, the timing for reducing debt leverage has been
extended beyond Standard & Poor's previous expectations," said
Standard & Poor's credit analyst Craig Parmelee.

While economic conditions appear to be improving and the operating
environment in the gaming industry is expected to be better in
2004, the new rating level provides MGM MIRAGE with additional
debt capacity to accomplish its growth objectives or to repurchase
additional shares of its stock.  MGM MIRAGE is one of the leading
companies in the industry and is likely to participate in industry
consolidation and/or expansion opportunities.

Ratings for MGM MIRAGE reflect its high-quality, relatively new,
and well-located assets on the Las Vegas Strip, experienced
management team, and leadership position in the high-end segment
of the gaming industry. These factors are offset by its high
reliance on one market, and the likelihood that cash flow
available for debt reduction will be reduced by the company's
investment opportunities, including possible share repurchases,
during the next few years.


MICHAELS STORES: August 2003 Sales Jump-Up 7% to $186 Million
-------------------------------------------------------------
Michaels Stores, Inc. (NYSE: MIK) reported that total sales for
the month of August increased 7% to $185.7 million from $174.2
million for the same period last year.  Same-store sales for the
month increased 1%.  Year-to-date sales of $1.459 billion for
fiscal 2003 increased 8% from $1.354 billion for the same period
last year while same-store sales were up 2% year-to-date.  For the
month, customer traffic was flat and average ticket was up 1%.

Michael Rouleau, Chief Executive Officer, stated, "With income tax
rebates and tax-free holidays spurring back-to-school shopping at
discount retailers and department stores, we are satisfied with
our sales performance for August, traditionally not a significant
month for us.  Our best performing departments were Ready-made
Frames, Seasonal, General Crafts, and Ribbon and our strongest
sales were in our Northeast, Mid-Atlantic and Southeast zones.  We
continue to expect third quarter diluted earnings per share to be
in the $.46 to $.50 range and full year diluted earnings per share
to be between $2.40 and $2.45."

Michaels Stores, Inc. (S&P, BB+ Corporate Credit Rating, Stable)
is the world's largest retailer of arts, crafts, framing, floral,
wall decor, and seasonal merchandise for the hobbyist and do-it-
yourself home decorator.  The Company owns and operates 777
Michaels stores in 48 states and Canada, nine Village Crafts
stores across the U.S., 158 Aaron Brothers stores, located
primarily on the West Coast, one ReCollections store in Frisco,
Texas, and two wholesale operations in Dallas, Texas and Atlanta,
Georgia.

For more information, visit http://www.michaels.com


NAT'L BENEVOLENT: Fitch Hatchets Rating on $149-Mill Bonds to B-
----------------------------------------------------------------
Fitch Ratings downgrades National Benevolent Association, MO's
$149 million outstanding debt to 'B-' from 'BB-'. A rating in the
'B' category is highly speculative and indicates that significant
credit risk is present, but a limited margin of safety remains.
Financial commitments are currently being met: however, capacity
for continued payment is contingent upon a sustained, favorable
business and economic environment. The bonds remain on Rating
Watch Negative.

NBA's total outstanding debt is approximately $210 million, of
which approximately $63 million in variable-rate demand bonds are
backed by a letter of credit from KBC Bank (Fitch does not rate
this debt). All outstanding debt is on parity and governed by a
MTI dated Feb. 1, 1990 along with additional supplements.

This is Fitch's fourth public comment on NBA since May 21, 2003.
Since our last press release dated August 27, Fitch has been in
contact with members of NBA's legal counsel and financial
consultants. Fitch has been unable to speak with contacts from KBC
Bank or UMB (Bond Trustee). Fitch has received the notice of
mandatory purchase and a continuing disclosure document, which was
distributed by UMB and contains information concerning ongoing
discussions and other additional information.

Since our last press release, KBC has decided not to extend NBA's
existing letter of credit. Therefore, the bonds are subject to
mandatory tender on Sept. 10, 2003 and the letter of credit will
expire on Sept. 15, 2003. NBA is still negotiating with KBC Bank,
however, no negotiations to date have resulted in any substitution
plan. Unless otherwise notified, Fitch expects that KBC Bank will
either demand immediate payment or according to the reimbursement
agreement, negotiate a payment plan over a period not to exceed 24
months. Either of these scenarios would obviously severely stress
the credit and would result in another downgrade.

UMB has notified bondholders that NBA has not filed for
bankruptcy, but 'that such a filing remains under consideration by
NBA if a material creditor accelerates its indebtedness and
initiates collection activity.' Fitch notes that all debt payments
have been made to date and there have not been any draws on
existing reserve funds.

In addition to the expiration of the LOC there are other concerns
regarding the outstanding amount of a line of credit with First
Bank (up to $11.5 million) and a petition by Bank of America for
failure to pay a swap termination payment ($5.8 million).
Furthermore, Fitch's ability to obtain information regarding
current operational performance and future plans has been
difficult. NBA's consultants have stated that six month interim
statements for June 30, 2003 will be issued on or before Sept. 30.
Additionally, NBA has provided its strategic financial plan to
parties who have agreed to sign a confidentiality agreement,
including UMB and certain institutional investors.

Based on three-month interim statements from March 31, 2003, NBA
had approximately $82 million in unrestricted cash, which
translates into 212 days cash on hand. NBA's liquidity has fallen
considerably compared to 1999 when NBA had approximately $144
million in unrestricted cash and investments. Fitch will continue
to monitor NBA as information becomes available.

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

Outstanding Debt:

-- $9,650,000 Jacksonville Health Facilities Authority industrial
   development revenue bonds (NBA--Cypress Village Florida
   Project), series 2000A;

-- $10,080,000 Colorado Health Facilities Authority revenue bonds
   (NBA--Village at Skyline Project), series 2000C;

-- $9,390,000 Colorado Health facilities Authority revenue bonds
   (NBA-Village at Skyline Project), series 1999A

-- $3,980,000 Oklahoma County Industrial Authority health care
   revenue bonds (NBA - Oklahoma Christian Home Project), series
   1999;

-- $2,695,000 Health and Educational Facilities Authority of the
   State of Missouri health facilities refunding and improvement
   revenue bonds (NBA - Central Office Project), series 1999;

-- $15,145,000 Colorado Health Facilities Authority Health
   Facilities revenue bonds (NBA - Village at Skyline Project),
   series 1998B;

-- $10,715,000 Colorado Health Facilities Authority health
   facilities refunding revenue bonds (NBA - Multi-state Issue),
   series 1998A;

-- $5,935,000 Iowa Finance Authority health facilities revenue
   bonds (NBA - Ramsey Home Project), series 1997;

-- $2,235,000 Oklahoma County Industrial Authority health care
   refunding revenue bonds (NBA - Oklahoma Christian Home
   Project), series 1997

-- $2,160,000 Health and Educational Facilities Authority of the
   State of Missouri health facilities revenue bonds (NBA -
   Woodhaven Learning Center Project), series 1996A;

-- $625,000 Colorado Health Facilities Authority Tax-Exempt health
   facilities revenue bonds (NBA - Colorado Christian Home
   Project), series 1996A;

-- $2,650,000 Illinois Development Finance Authority health
   facilities revenue bonds (NBA - Barton W. Stone Christian Home
   Project), series 1996;

-- $4,485,000 Colorado Health Facilities Authority Health
   Facilities Authority tax-exempt health facilities revenue bonds
   (NBA - Village at Skyline Project), series 1995A;

-- $4,655,000 Jacksonville (FL) health facilities authority
   industrial development revenue bonds (NBA - Cypress Village
   Florida Project), series 1994;

-- $3,645,000 Health and Educational Facilities Authority of the
   State of Missouri health facilities revenue bonds (NBA - Lenoir
   Retirement Community Project), series 1994;

-- $8,015,000 Jacksonville (FL) Health Facilities Authority
   industrial development revenue bonds (NBA - Cypress Village
   Florida Project), series 1993;

-- $23,950,000 Jacksonville (FL) Health Facilities Authority
   revenue refunding bonds (NBA - Cypress Village Florida
   Project), series 1992;

-- $22,590,000 City of Indianapolis, Indiana economic development
   refunding and improvement revenue bonds (NBA - Robin Run
   Village Project), series 1992;

-- $4,485,000 Industrial Development Authority of Cass County,
   Missouri industrial revenue refunding bonds (NBA - Foxwood
   Springs Living Center Project), series 1992;

-- $1,850,000 Bexar County (TX) Health Facilities Development
   Corp. tax-exempt health facilities revenue bonds (NBA - Patriot
   Heights Project), series 1992B.


NET2000 COMMS: Trustee Employs Parente Randolph as Accountants
--------------------------------------------------------------
Michael B. Joseph, the Chapter 7 Trustee overseeing the
liquidation 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 his 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.

Net2000 Communications, Inc., providers of state-of-the-art
broadband telecommunications services to high-end customers,
obtained Court approval to convert these cases to chapter 7
Liquidation proceedings on May 13, 2002 (Bankr. Del. Case No. 01-
11324).  Michael G. Wilson, Esq. and Jason W. Harbour, Esq. at
Morris, Nichols, Arsht & Tunnell represent the Debtors as they
wind up their operations.  Raymond H. Lemisch, Esq., at Adelman
Lavine Gold and Levin serves as the Chapter 7 Trustee's counsel.


NETMEASURE TECH: Amisano Replaces Grant Thornton as Accountant
--------------------------------------------------------------
On August 21, 2003, the Board of Directors of NetMeasure
Technology, Inc. dismissed Grant Thornton, the Company's
independent auditors. Grant Thornton audited the Company's
consolidated financial statements for its two most recent fiscal
years ended December 31, 2002.  The report of Grant Thornton
accompanying the audit for the Company's two most recent fiscal
years ended December 31, 2002 contained a modification with
regards to the Company's ability to continue as a going concern.

On August 21, 2003, the Board of Directors of the Company
appointed Amisano Hanson as the Company's new independent
accountants.


NORTEL: S&P Changes Outlook on Affirmed Low-B Ratings to Stable
---------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its ratings on
telecommunication equipment company Nortel Networks Ltd.,
including its 'B' long-term corporate credit rating.  At the same
time, it revised the outlook to stable from negative.

"The ratings on Brampton, Ontario-based Nortel Networks reflect
challenging end-markets, ongoing weakness in macroeconomic
conditions in the highly competitive telecommunication equipment-
manufacturing sector, its high debt level, and negative free cash
flows," said Standard & Poor's credit analyst. These factors are
partially offset by company's strong position in its market
segments, its improving operating performance, and its liquidity
position that should provide adequate financial flexibility to
weather the current industry environment.

The market conditions for companies in the telecommunication
equipment-manufacturing sector remain challenging as customers
continue to defer spending. Weakness in the sector led to a 3%
decrease in Nortel Networks' revenue for second-quarter 2003 to
US$2.3 billion from US$2.4 billion in the previous quarter, and a
16% year-over-year decline from revenue generated in second-
quarter 2002. Following two years of double-digit decline in
revenue, Standard & Poor's expects that demand for networking
equipment, while depressed, will begin stabilizing in 2004.
Nevertheless, Nortel Networks will continue to face pricing
pressure due to intense competition from a number of competitors
with global reach.

In response to the challenging industry environment, Nortel
Networks initiated a restructuring program in 2001. This program
is almost complete and Standard & Poor's believes that the
restructuring has repositioned the company's business and aligned
its cost structure to the current sector conditions. Nortel
Networks' focus on improving operating efficiency and its
commitment to cost-cutting measures has helped the company improve
its operating performance in the first half of 2003. Despite lower
revenues, EBITDA improved to US$201.4 million in second-quarter
2003 from US$163.4 million in the previous quarter. Operating
margins (adjusted to exclude the bad debt recovery) improved to
9.5% in the first half of 2003 from negative 11% in the first half
of 2002.

Nortel Networks' debt remains high. Standard & Poor's expects debt
to EBITDA to be about 9x for the full year ending December 2003,
and improving significantly thereafter. Nortel Networks also has
significant liabilities related to its pension and postretirement
plans. At Dec. 31, 2002, the company's unfunded pension obligation
was US$1.8 billion and its unfunded postretirement employee
benefit obligation was US$527 million. The company's full-year
2003 minimum funding requirement is US$75 million. Barring a
dramatic improvement in investment returns on plan assets, ongoing
cash funding of the plans is expected to be required for the
foreseeable future.

The stable outlook is based on the expectation that there will be
no material degradation in end-market demand and that the
restructuring activities undertaken by Nortel Networks have
lowered the company's cost base, enabling it to improve its
operating results. These measures, in addition to managements'
apparent focus on improving working capital are expected to
translate into positive free operating cash flow in 2004 and
improved credit protection measures in time.


NUCENTRIX BROADBAND: Files for Chapter 11 Protection in Texas
-------------------------------------------------------------
Nucentrix Broadband Networks, Inc., a provider of broadband
wireless services in medium and small markets, has reached an
agreement with a wholly owned subsidiary of SBC Communications
Inc., for the sale of the Company's FCC licenses for MMDS and WCS
spectrum, certain leases of ITFS and MMDS spectrum, transmission
tower leases and equipment, and other related assets, for $15
million, subject to certain adjustments.

The consummation of the sale is subject to Bankruptcy Court
approval, as discussed below, and certain closing conditions,
including approval of the Federal Communications Commission.

The Company also announced that the Company and certain of its
subsidiaries have filed petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code. In connection with the bankruptcy
filing, the Company intends to file a motion with the bankruptcy
court seeking the court's approval of the asset purchase agreement
with SBC under Section 363 of the Bankruptcy Code, which approval
will be subject to completion of a competitive auction process.
The consummation of a sale of the Company's assets to SBC or any
other party will require the Company to obtain financing to fund
its operations as a debtor in possession under the Bankruptcy Code
through the closing, which is expected to occur in the second or
third quarter of 2004.

The Company's financial advisors, Houlihan Lokey Howard & Zukin
Capital, Inc., will represent the Company during the
reorganization process, including the competitive auction process.

Nucentrix Broadband Networks, Inc. provides broadband wireless
Internet and multichannel video services using radio spectrum
licensed by the Federal Communications Commission at 2.1 GHz and
2.5 GHz. This spectrum commonly is referred to as MMDS
(Multichannel Multipoint Distribution Service) and ITFS
(Instructional Television Fixed Service). Nucentrix currently
offers high-speed wireless Internet services in Austin and
Sherman-Denison, Texas. Nucentrix holds the rights to an average
of approximately 128 MHz of MMDS and ITFS spectrum, covering an
estimated 8.2 million households, in over 90 primarily medium and
small markets across Texas, Oklahoma and the Midwest. Nucentrix
also holds licenses for 20 MHz of WCS (Wireless Communications
Services) spectrum at 2.3 GHz covering over 2 million households,
primarily in Texas.


ORION REFINING: Sept. 22 is Prepetition & Admin. Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
September 22, 2003, as the Prepetition and Administrative Bar
Dates for creditors of Orion Refining Corporation to file their
proofs of claim or requests for payment of administrative expenses
against the Debtor or be forever barred from asserting their
claims.

Requests for Payment and proof of claim forms are to be filed with
the Claims Agent, Bankruptcy Services LLC, before 4:00 p.m. on
Sept. 22. If filed by US Mail, forms must be sent to:

        Bankruptcy Services LLC
        PO Box 5011
        FDR Station
        New York, NY 10150-5011
        Attn: Orion Refining Corp. Claims

If by hand, courier or overnight service, to:

        Orion Refining Corp. Claims
        c/o Bankruptcy Services LLC
        757 Fifth Avenue, 35th Floor
        New York, NY 10017

Orion Refining Corporation filed for chapter 11 protection on
May 13, 2003 (Bankr. Del. Case No. 03-11483).  Robert J. Dehney,
Esq., at Morris, Nichols, Arsht & Tunnel represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million each.


OWENS & MINOR: Converts $2.6875 TECONS into Common Stock
--------------------------------------------------------
Owens & Minor, Inc. (NYSE: OMI) announced that 99.97% of the
outstanding $2.6875 Term Convertible Securities, Series A (TECONS)
issued by Owens & Minor Trust I, a business trust owned by the
Company, were converted into common shares of the Company as of
September 3, 2003 at the conversion rate of 2.4242 common shares
for each TECONS (equal to a conversion price of $20.625 per common
share).

The remaining TECONS were redeemed on September 4, 2003, the
redemption date, at a redemption price of 102.0156% of the
liquidation amount (or $51.01 per $50 TECONS) thereof, plus
accumulated and unpaid distributions to September 4, 2003.  As of
August 4, 2003, there was an aggregate of 2,087,306 TECONS
outstanding (or $104,365,300 aggregate liquidation amount).

The Company funded the redemption of the TECONS not converted to
common shares from its available cash.

Owens & Minor, Inc. (S&P/BB+/Stable), a Fortune 500 company
headquartered in Richmond, Virginia, is the nation's leading
distributor of national name brand medical/surgical supplies. The
company's distribution centers throughout the United States serve
hospitals, integrated healthcare systems and group purchasing
organizations. In addition to its diverse product offering, Owens
& Minor helps customers control healthcare costs and improve
inventory management through innovative services in supply chain
management and logistics. The company has also established itself
as a leader in the development and use of technology. For more
information about Owens & Minor, and virtual warehouse tours,
visit the company's Web site at http://www.owens-minor.com


PENN TRAFFIC: Names James Demme As New Chairman of the Board
------------------------------------------------------------
The Penn Traffic Company (OTC: PNFTQ.PK) has appointed James A.
Demme as its new Chairman of the Board, effective upon bankruptcy
court approval, which is expected on September 16.

Mr. Demme, known in the supermarket industry for guiding Bruno's
Inc. and Homeland Stores through successful reorganizations, will
replace Peter L. Zurkow, who will remain as a Director of the
Company.

"Jim Demme has a proven track record in generating positive sales
growth and improving the profitability of the supermarkets he has
led," said Mr. Zurkow.

Syracuse-based Penn Traffic, which operates 211 supermarkets in
six northeastern states, announced that for the first five months
of his appointment, Mr. Demme will work on a full-time basis in
Syracuse and be responsible for strategic planning, operational
improvements and the business planning process; Mr. Demme will
also help the Board of Directors to identify and screen candidates
for a permanent CEO.

"During the first phase of his work for Penn Traffic, Jim will be
actively and aggressively involved in leading and shaping our
Company," said Mr. Zurkow. "After that initial period, Mr. Demme
will take a more traditional Chair role and work with the Company
on a part-time basis."

"I am excited to be joining the Penn Traffic team," said Mr.
Demme. "Strong core operations, solid brand names, enviable market
share in most of its markets, 17,000 dedicated employees and a
seasoned management team-these are major advantages Penn Traffic
enjoys as we seek to return the Company to a growth path. I am
very confident that we will be able to develop and implement a
business plan enabling Penn Traffic to exit reorganization as a
stronger, more competitive company."

Jim Demme joined Bruno's as Chairman and CEO in 1997, engineering
the Alabama-based supermarket company's successful reorganization.
After four years of steady growth under Mr. Demme, Bruno's was
sold to Royal Ahold in 2001 and Mr. Demme retired a year later
after leading a successful transition program. Since leaving
Ahold, Mr. Demme has served as an Investment Principal for
Sterling Capital Management, Inc., a Birmingham, Alabama-based
investment management and venture capital firm.

Prior to his stint at Bruno's, Mr. Demme was Chairman, Chief
Executive Officer and President of Homeland Stores, Inc, an
Oklahoma-based supermarket company, which he also guided through a
successful reorganization. He has also held senior management
positions at the Scrivner Company and served as President & Chief
Operating Officer of Shaw's Supermarkets. Mr. Demme spent 20 years
with the Great Atlantic and Pacific Tea Company, where he
progressed through all store positions including Store Manager to
the position of Division Manager.

The Penn Traffic Company operates 211 supermarkets in Ohio, West
Virginia, Pennsylvania, upstate New York, Vermont and New
Hampshire under the Big Bear, Big Bear Plus, BiLo, P&C and Quality
trade names. Penn Traffic also operates a wholesale food
distribution business serving 77 licensed franchises and 53
independent operators.


PETROLEUM GEO: Fitch Withdraws D Ratings
----------------------------------------
Fitch Ratings has withdrawn the 'D' rating of Petroleum Geo-
Services' senior notes and trust preferred securities. The
withdrawal was initiated by Fitch in accordance with established
procedures regarding companies that file for bankruptcy under
Chapter 11.


PG&E NATIONAL: Turns to Deloitte & Touche for Tax Advice
------------------------------------------------------------
The Court grants the PG&E National Debtors' request to employ
Deloitte & Touche LLP as their independent auditors, accountants
and tax advisors.  Deloitte & Touche is a national professional
services firm that possesses particular expertise in the energy
industry.

Deloitte & Touche's services to the NEG Debtors include:

   (a) Auditing the consolidated annual financial statements for
       the years ending December 31, 2003 and after;

   (b) Performing timely limited reviews of the quarterly
       financial information to be included in reports filed with
       the United States Securities and Exchange Commission;

   (c) Assisting with the federal, state and local tax matters,
       including assisting the NEG Debtors in responding to tax
       audits and preparing the tax returns;

   (d) Advising the NEG Debtors in their preparation of monthly
       operating and other reports or schedules and their
       development of financial or related information; and

   (e) Providing additional advice, assistance and services as
       the NEG Debtors may request from time to time and as
       agreed to by Deloitte & Touche.

The NEG Debtors will pay Deloitte & Touche its normal hourly
rates and reimburse costs in the customary terms.  Deloitte &
Touche's hourly rates range:

     Position                                 Rate
     --------                                 ----
     Partners, Principals and Directors    $500 - 750
     Senior Managers                        270 - 590
     Managers                               240 - 520
     Senior Accountants/Consultants         150 - 410
     Paraprofessionals                       50 - 100

Deloitte & Touche is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code, and does not hold or
represent an interest adverse to the NEG Debtors' estates as
required by Section 327(a) of the Bankruptcy Code.  Deloitte &
Touche has been the independent auditor of the NEG Debtors since
1999.  Deloitte & Touche has also provided tax or other services
to the NEG Debtors or their non-filing affiliates for four years.
(PG&E National Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PHILIP SERVICES: Court Fixes September 23, 2003 Claims Bar Date
---------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Southern District of
Texas, September 23, 2003, is set as the deadline for all
creditors of Philip Services Corporation and its debtor-affiliates
to file their proofs of claim against the Debtors or be forever
barred from asserting their claims.

Proof of Claim forms must be received by the Court-approved Claims
Agent, Logan & Company, on or before 4:30 p.m. on Sept. 23, at:

         Logan & Company, Inc.,
          as Agent for the United States Bankruptcy Court
         Attn: Philip Services Corporation
         Claims Processing Dept.
         546 Valley Road
         Upper Mountain, New Jersey 07043

Proofs of claim are not required at this time if they are on
account of:

         1. Claims not listed as contingent, unliquidated or
            disputed;

         2. Claims already properly filed with the Bankruptcy
            Court;

         3. Administrative Expense Claims against the Debtors;

         4. Intercompany debts;

         5. Claims due to a debt of one debtor against another
            Debtor; or

         6. Claims allowed by Order of the Court.

Philip Services Corporation, a holding company which owns directly
or indirectly a series of industrial and metals services companies
that operate throughout North America, filed for chapter 11
protection with its debtor-affiliates on June 2, 2003 (Bankr. S.D.
Tex. Case No. 03-37718).  John F. Higgins, IV, Esq., at Porter &
Hedges LLP, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $613,423,000 in total assets and $686,039,000 in total
debts.


PRIMEDEX HEALTH: Files Prepack. Chapter 11 Petition in Calif.
-------------------------------------------------------------
Primedex Health Systems, Inc., Los Angeles, California
(OTCBB:PMDX), owner and operator of 57 California medical
diagnostic imaging facilities, has filed a Chapter 11 proceeding
in the Bankruptcy Court in Los Angeles for the sole purpose of
restructuring its outstanding 10% Convertible Subordinated
Debentures due June 30, 2003.

Ballots sent to the holders of the $16.3 million of outstanding
debentures resulted in approval from holders of 94% in number of
those responding and 96% in amount of those responding to extend
the term of the Debentures through 2008, increase the interest
rate to 11.5%, reduce the conversion price to $2.50 per share with
an agreement by PMDX not to redeem for two years. To be
successful, Primedex needed to only receive approval from a
majority of those responding and 66-2/3% in amount of those
responding.

As a result, PMDX believes the restructuring of the Debentures by
the Bankruptcy Court will be quickly approved.

PMDX reiterated that the bankruptcy filing should have absolutely
no other impact on PMDX other than restructuring of the debentures
and should be concluded before October 31, 2003, the PMDX fiscal
year end.


PRIME RETAIL: Amends Merger Agreement with Lightstone Group
-----------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO) and
The Lightstone Group, LLC, a New Jersey-based real estate company,
amended the merger agreement entered into on July 8, 2003 between
Prime Outlets Acquisition Company, LLC, a Delaware limited
liability company which is an affiliate of Lightstone, and the
Company, which provides for the Company to be merged with the
Buyer.

The amendment increases the aggregate consideration payable to the
Company's shareholders and unit holders from $115,000,000 to
$115,514,000 and reflects a revised allocation of the
consideration among the Company's classes of capital stock.  The
revised allocation provides that each holder of the Company's
Series A preferred stock will receive cash in the amount of
$18.400 per share, each holder of the Company's Series B preferred
stock will receive cash in the amount of $8.169 per share, and
each holder of the Company's common stock will receive cash in the
amount of $0.170 per share.  Compared to the allocation initially
announced by the Company on July 8, 2003, the revised allocation
results in an increase of $2.15 per share to the series A
preferred stockholders and a decrease of $0.491 and $0.01 per
share to the series B preferred stockholders and the common
stockholders, respectively.

In connection with the amendment to the Merger Agreement, the
Company's senior management and Houlihan Lokey Howard & Zukin
Capital, the Company's financial advisor, agreed to forego fees
and benefits in the amount of $409,000 and $105,000, respectively,
payable to them in connection with the closing of the transaction.

Houlihan Lokey Howard & Zukin Financial Advisors, Inc., an
affiliate of Houlihan Lokey, has provided an opinion to the
special committee and the Company's board of directors that the
consideration to be received pursuant to the amended Merger
Agreement by each of the classes of the Company's stock,
considered independently, is fair to such respective classes, from
a financial point of view.

On August 29, 2003, the Company received notice of a purported
class action lawsuit against the Company, the Company's board of
directors and Lightstone filed by four related series A preferred
stockholders in the Circuit Court for Baltimore City, Maryland on
August 12, 2003.  The lawsuit alleges, among other things, that
the Company's directors breached their fiduciary duties in
approving the proposed merger, that the consideration payable in
respect of the series A preferred stock is unfair and inadequate
and that the information made available by the Company in
connection with the transaction is deficient.  The plaintiffs are
seeking, among other things, that the transaction contemplated by
the Merger Agreement be enjoined or, in the event such transaction
is consummated, that it be rescinded and damages be awarded to the
series A preferred stockholder class members.  The Company
believes the lawsuit is without merit and intends to respond
accordingly.

The Company submitted revised preliminary proxy materials
concerning the Acquisition to the Securities and Exchange
Commission on September 3, 2003.  These materials are available
free of charge at the Web site maintained by the SEC at
http://www.sec.gov

Founded in 1988, The Lightstone Group has become one of the
largest, private real estate companies in the industry. The
Company owns/manages a diversified portfolio of 15,000 apartments
as well as office, industrial and retail properties totaling more
than 8.5 million square feet of space in 16 states and Puerto
Rico.  Headquartered in Lakewood, New Jersey, The Lightstone Group
employs over 400 professionals and maintains offices in Maryland,
Virginia, California, and New York.  The Lightstone Group is
currently embarked on an aggressive acquisition and expansion
program throughout the United States.  For additional information,
visit The Lightstone Group's Web site at
http://www.lightstonegroup.com

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing and
management of outlet centers throughout the United States.  Prime
Retail currently owns and/or manages 36 outlet centers totaling
approximately 10.2 million square feet of GLA.  Prime Retail also
owns 154,000 square feet of office space.  Prime
Retail has been an owner, operator and a developer of outlet
centers since 1988. For additional information, visit
http://www.primeretail.com

                           *  *  *

As reported in the Troubled Company Reporter's August 18, 2003
edition, the Company's liquidity depends on cash provided by
operations and potential capital raising activities such as funds
obtained through borrowings, particularly refinancing of existing
debt, and cash generated through asset sales. Although the Company
believes that estimated cash flows from operations and potential
capital raising activities will be sufficient to satisfy its
scheduled debt service and other obligations and sustain its
operations for the next year, there can be no assurance that it
will be successful in obtaining the required amount of funds for
these items or that the terms of the potential capital raising
activities, if they should occur, will be as favorable as the
Company has experienced in prior periods.

During 2003, the Company's first mortgage and expansion loan (the
"Mega Deal Loan") is anticipated to mature with an optional
prepayment date on November 11, 2003. The Mega Deal Loan, which is
secured by a 13 property collateral pool, had an outstanding
principal balance of approximately $262.1 million as of June 30,
2003 and will require a balloon payment of $260.7 million at the
anticipated maturity date. If the Mega Deal Loan is not satisfied
on the optional prepayment date, its interest rate will increase
by 5.0% to 12.782% and all excess cash flow from the 13 property
collateral pool will be retained by the lender and applied to
principal after payment of interest. Certain
restrictions have been placed upon the Company with respect to
refinancing the Mega Deal Loan in the short term. If the Mega Deal
Loan is not refinanced, the loss of cash flow from the 13 property
collateral pool would eventually have severe consequences on the
Company's ability to fund its operations.

Based on the Company's discussions with various prospective
lenders, it believes a potential shortfall will likely occur with
respect to refinancing the Mega Deal Loan as the Company does not
currently intend to refinance all of the 13 assets. Nevertheless,
the Company believes this shortfall can be alleviated through
potential asset sales and/or other capital raising activities,
including the placement of mezzanine level debt and mortgage debt
on at least one of the assets the Company does not currently plan
on refinancing. The Company cautions that its assumptions are
based on current market conditions and, therefore, are subject to
various risks and uncertainties, including changes in economic
conditions which may adversely impact its ability to refinance the
Mega Deal Loan at favorable rates or in a timely and orderly
fashion and which may adversely impact the Company's ability to
consummate various asset sales or other capital raising
activities.

As previously announced, on July 8, 2003 an affiliate of The
Lightstone Group, LLC, a New Jersey-based real estate company, and
the Company entered into a merger agreement. In connection with
the execution of the Merger Agreement, certain restrictions were
placed on the Company with respect to the refinancing of the Mega
Deal Loan. Specifically, the Company is restricted from
negotiating or discussing the refinancing of the properties
securing the Mega Deal Loan with any lenders until September 15,
2003, at which time the Company is only able to enter into
refinancing discussions with certain enumerated lenders. After
November 11, 2003, the Company may seek refinancing from other
lenders. In addition, the Company is precluded from closing any
loans relating to the Mega Deal Loan until November 11, 2003. This
November 11, 2003 date may be extended until January 11, 2004, at
the election of Lightstone, if Lightstone elects prior to
September 15, 2003 to (i) pay (A) one-half of the additional
interest incurred by the Company between November 11, 2003 and
December 31, 2003, and (B) all of the additional interest incurred
by the Company between January 1, 2004 and January 11, 2004, if so
extended, in respect of the Mega Deal Loan and (ii) loan the
Company any shortfall in cash flow that results from the excess
cash flow restrictions (all excess cash flow from the 13 property
collateral pool will be retained by the lender and applied to
principal after payment of interest) under the Mega Deal Loan that
become effective on November 11, 2003 and thereafter until the
Mega Deal Loan is paid in full.

In addition to the restrictions with respect to the refinancing of
the Mega Deal Loan, pursuant to the terms of the Merger Agreement,
the Company has also agreed to certain conditions pending the
closing of the proposed transaction. These conditions provide for
certain restrictions with respect to the Company's operating and
refinancing activities. These restrictions could adversely affect
the Company's liquidity in addition to its ability to refinance
the Mega Deal Loan in a timely and orderly fashion.

If the Merger Agreement is terminated under certain circumstances,
the Company would be required to make payments to Lightstone
ranging from $3.5 million to $6.0 million which could adversely
affect the Company's liquidity.

In connection with the completion of the sale of six outlet
centers in July 2002, the Company guaranteed to FRIT PRT Bridge
Acquisition LLC (i) a 13% return on its $17.2 million of invested
capital, and (ii) the full return of its invested capital by
December 31, 2003. As of June 30, 2003, the Mandatory Redemption
Obligation was approximately $14.9 million.

The Company continues to seek to generate additional liquidity to
repay the Mandatory Redemption Obligation through (i) the sale of
FRIT's ownership interest in the Bridge Properties and/or (ii) the
placement of additional indebtedness on the Bridge Properties.
There can be no assurance that the Company will be able to
complete such capital raising activities by December 31, 2003 or
that such capital raising activities, if they should occur, will
generate sufficient proceeds to repay the Mandatory Redemption
Obligation in full. Failure to repay the Mandatory Redemption
Obligation by December 31, 2003 would constitute a default, which
would enable FRIT to exercise its rights with respect to the
collateral pledged as security to the guarantee, including some of
the Company's partnership interests in the 13 property collateral
pool under the aforementioned Mega Deal Loan. Because the
Mandatory Redemption Obligation is secured by some of the
Company's partnership interests in the 13 property collateral pool
under the Mega Deal Loan, the Company may be required to repay the
Mandatory Redemption Obligation before, or in connection with, the
refinancing of the Mega Deal Loan. Additionally, any change in
control with respect to the Company accelerates the Mandatory
Redemption Obligation.

In connection with the execution of the Merger Agreement,
Lightstone has agreed to provide sufficient financing, if
necessary, to repay the Mandatory Redemption Obligation in full at
its maturity. The new financing would be at substantially similar
economic terms and conditions as those currently in place for the
Mandatory Redemption Obligation and would have a one-year term.

The Company has fixed rate tax-exempt revenue bonds collateralized
by properties located in Chattanooga, Tennessee which contain (i)
certain covenants, including a minimum debt-service coverage ratio
financial covenant and (ii) cross-default provisions with respect
to certain of its other credit agreements. Based on the operations
of the collateral properties, the Company was not in compliance
with the Financial Covenant for the quarters ended June 30,
September 30 and December 31, 2002. In the event of non-compliance
with the Financial Covenant or default, the holders of the
Chattanooga Bonds had the ability to put such obligations to the
Company at a price equal to par plus accrued interest. On January
31, 2003, the Company entered into an agreement with the
Bondholders. The Forbearance Agreement provides amendments to the
underlying loan and other agreements that enable the Company to be
in compliance with various financial covenants, including the
Financial Covenant. So long as the Company continues to comply
with the provisions of the Forbearance Agreement and is not
otherwise in default of the underlying loan and other documents
through December 31, 2004, the revised financial covenants will
govern. Additionally, certain quarterly tested financial covenants
and other covenants become effective June 30, 2004. Pursuant to
the terms of the Forbearance Agreement, the Company was required
to fund $1.0 million into an escrow account to be used for
conversion of certain of the retail space in the collateral
properties to office space and agreed that an event of default
with respect to the other debt obligations related to the property
would also constitute a default under the Chattanooga Bonds. The
Company funded this required escrow in February 2003. The
outstanding balance of the Chattanooga Bonds was approximately
$17.9 million as of June 30, 2003.

With respect to the Chattanooga Bonds, based on the Company's
current projections, it believes it will not be compliance with
certain quarterly tested financial covenants when they become
effective on June 30, 2004 which would enable the Bondholders to
elect to put the Chattanooga Bonds to the Company at their par
amount plus accrued interest. The Company continues to explore
opportunities to (i) obtain alternative financing from other
financial institutions, (ii) sell the properties securing the
Chattanooga Bonds and (iii) explore other possible capital
transactions in order to generate cash to repay the Chattanooga
Bonds. There can be no assurance that the Company will be able to
complete any such activity sufficient to repay the amount
outstanding under the Chattanooga Bonds in the event the
Bondholders are able and elect to exercise their put rights.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


PRIMUS TELECOM: Commences $75MM Convertible Sr. Debt Offering
-------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, Internet, data and hosting services, today
announced it intends to offer, subject to market conditions and
other factors, $75 million of convertible senior notes due 2010.

The Company intends to use $43.6 million of the net proceeds from
the offering to redeem the Company's existing 11 3/4% senior notes
due 2004 and to use the remaining net proceeds to repay or
repurchase other long-term obligations or for working capital and
general corporate purposes.

The Notes will be general unsecured obligations of the Company and
will rank equal in right of payment with its existing and future
senior indebtedness and senior in right of payment to all of its
existing and future subordinated debt. The Notes will be
convertible at the option of the holder under certain
circumstances prior to maturity into shares of PRIMUS common stock
at a conversion price to be determined. The Company expects to
grant the initial purchasers in this offering a 30-day option to
purchase up to an additional $15 million of Notes.

The offer will only be made to qualified institutional buyers
pursuant to Rule 144A of the Securities Act of 1933, as amended.
The Notes and the shares of PRIMUS common stock issuable upon
conversion of the Notes will not be registered under the
Securities Act and may not be offered or sold in the United States
or to a United States person absent registration or an applicable
exemption from registration requirements.

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is a
global facilities-based telecommunications services provider
offering international and domestic voice, Internet, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and western Europe. PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 250 points-of-presence (POPs)
throughout the world, ownership interests in over 23 undersea
fiber optic cable systems, 19 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide. PRIMUS also has
deployed a global state-of-the-art broadband fiber optic ATM+IP
network and data centers to offer customers Internet, data,
hosting and e-commerce services. Founded in 1994, Primus is based
in McLean, VA. News and information are available at PRIMUS's Web
site at http://www.primustel.com.


QWEST: Files Long-Distance Application With FCC for Arizona
-----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) filed an
application with the Federal Communications Commission (FCC) for
authority to provide long-distance service to nearly 2.8 million
customer lines in Arizona. Arizona is the final state in Qwest's
14-state local service territory to apply to the FCC for authority
to provide long-distance service.

"This application is the culmination of years of effort by our
Qwest employees and the Arizona Corporation Commission. Arizona's
local telephone market is one of the most competitive in the
nation, and now it's time for Arizona customers to receive the
benefits of real long-distance competition," said Pat Quinn, Qwest
president for Arizona. "FCC approval of this application is the
final step in our effort to offer long-distance service to
customers throughout our local service territory."

               Consumer Savings, Benefits

With Qwest's long-distance offerings, the company continues to
deliver the Spirit of ServiceT through simple pricing, the
convenience of one bill and additional savings for customers who
purchase a package of Qwest communications services. Qwest's
residential and business customers in Arizona could save an
estimated $189 million annually with Qwest's re-entry into the
regional long-distance business, based on a study by Professor
Jerry A. Hausman, director of the Massachusetts Institute of
Technology Telecommunications Research Program.

Customers in Arizona will soon enjoy the convenience of having all
their voice, data, video and wireless services on one bill. In
less than six months more than 1.1 million in-region customers
have signed up for Qwest long- distance service. Qwest residential
customers have been particularly responsive to the Qwest Preferred
Unlimited PlanT, which includes unlimited direct dialed long-
distance service for only $20 per month for the first 12 months
when purchased with a Qwest bundle of services.

Qwest has invested more than $3 billion to open its markets to
competitors and comply with the Telecommunications Act of 1996.
Today's filing contains extensive evidence that demonstrates Qwest
has met all the market-opening and performance requirements of the
act. The FCC must issue a decision on Qwest's application by
December 3, 2003. Qwest discussed its intention to file its FCC
application with the Arizona Corporation Commission (ACC) at its
August 21, 2003, open meeting and the ACC expressed no objection
to the filing schedule. The ACC will send its recommendation to
the FCC within the next 20 days.

                    Systems Tests

Qwest's Arizona application includes data from an extensive third-
party test of Qwest's systems and performance that demonstrates
Qwest's excellence in providing wholesale services. A test
focusing on Arizona operations and support systems was conducted
by Cap Gemini Ernst & Young and the ACC. During the test, tens of
thousands of transactions were monitored to confirm Qwest's
ability to facilitate orders, installation, repair, billing and
other services ordered by competitive local telephone companies.
Qwest has also passed a separate and comparable systems test that
was conducted collaboratively by regulators from the other 13
states in its territory.

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 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, please visit the Qwest Web site at
http://www.qwest.com


ROWE INT'L: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rowe International, Inc.
        1500 Union Ave SE
        Grand Rapids, Michigan 49507-1884

Bankruptcy Case No.: 03-10537

Type of Business: The Debtor is a manufacturer of commercial and
                 home CD jukeboxes.

Chapter 11 Petition Date: August 29, 2003

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Thomas P. Sarb, Esq.
                  Miller, Johnson, Snell & Cummiskey
                  250 Monroe Avenue
                  800 Calder
                  Plaza Bldg.
                  Grand Rapids, MI 49503
                  Tel: 616-459-8311

Estimated Assets: $10 Million to $50 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Tri-Links Investment Trust/Nomura Holdings         $19,478,782
2 World Financial Center
Building B, 17th Floor
New York, NY 10281
Attn: Kyle Elliot
Stuart Simon
Tel: 212-667-9300
Fax: 212-667-1861

Citibank N.A.                                      $17,385,138
250 West Street
8th Floor
New York, NY 10013
Attn: Carlton Klien
Tel: 212-723-3261
Fax: 212-723-3899

Summit Investment Management LLC                   $12,098,422
Wells Fargo Center
1700 Lincoln Street
Suite 2540
Denver, Colorado 80203
Attn: Robert Ekback
Richard Horrigan
Steven Petrie
Tel: 303-830-6786
Fax: 303-830-9538

Bear Stearns & Co. Inc.                             $4,718,294
383 Madison Avenue
8th Floor
New York, NY 10179
Attn: Laura Torrado
Paul Marhan
Tel: 212-272-2811
Fax: 212-272-8629

Goldman Sachs Credit Partners LP                    $4,362,046
c/o Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Attn: Barbara Aaron
Bradley Bennett
Tel: 212-357-3111
Fax: 212-357-6861

Credit Suisse First Boston                          $4,271,847
11 Madison Avenue
New York, NY 10010-3629
Attn: Neel Doshi
      5th Floor
Tel: 212-357-3111
Fax: 212-448-3313

Paladin Industries, Inc.                              $211,878

Ecast, Inc.                                           $169,643

Merkle-Korff Industries                               $146,400

Lone Star Circuits                                    $124,824

De Wys Manufacturing                                  $112,472

Mars Electronics, Inc.                                $105,364

ELO Touchsystems, Inc.                                 $96,950

Arrow Electronics                                      $94,968

Avnet Applied Computing                                $89,656

Future Electronics Corp.                               $82,348

Kimball Electronics Group                              $76,195

Sharp Images Electronics                               $73,627

Light Metals Corporation                               $71,912

Acro-Fab, Inc.                                         $67,237


ROYAL & SUNALLIANCE: Insurer Fin'l Strength Rating Dives to BB-
---------------------------------------------------------------
Fitch Ratings has downgraded the insurer financial strength
ratings of the Royal & SunAlliance USA insurance subsidiaries to
'BB-' from 'BBB+'. The companies represent the U.S. insurance
operations of Royal & Sun Alliance Insurance Group plc. The
ratings were also placed on Rating Watch Negative.

The rating action follows various announcements related to RSA USA
including likely reserve strengthening in third quarter 2003 in
the range of $900 million and RSA USA's announcement that it has
sold the renewal rights for its commercial and standard personal
lines businesses, effectively placing a majority of the RSA USA
book of business into run-off. Additionally, RSA has indicated
that it will infuse capital into RSA USA only to the extent needed
to maintain minimum statutory requirements from the proceeds of a
fully underwritten rights offering of GBP 960 million ($1.5
billion).

The rating action reflects Fitch's concerns about the level of
capitalization at RSA USA following the above actions, as well as
the adequacy of recorded insurance liabilities even after the
strengthening planned for third quarter. Fitch no longer views the
U.S. operations as being core or strategic to RSA for ratings
purposes, and is adjusting RSA USA's rating to more closely
reflect its stand alone profile. Additionally, Fitch estimates
that RSA USA's pro-forma capitalization ratios will no longer meet
standards to support a 'secure' rating.

Additionally, Fitch believes the planned run-off of such a
significant portion of the book increases reinsurance
collectability risk, particularly because reinsurance disputes
often arise in the absence of a continuing business relationship.
Fitch also considered RSA USA's potential exposure under various
legal actions surrounding insurance policies it wrote covering
student loan securitizations.

                        Ratings Affected

        American and Foreign Insurance Co.
        Atlantic Indemnity Company
        Atlantic Security Ins. Co.
        Carolina American Ins. Co.
        The Connecticut Indemnity Company
        Financial Structures Ins. Co.
        Financial Structures Ltd.
        The Fire & Casualty Ins. Co. of CT
        Globe Indemnity Company
        Grocers Ins. Co.
        Guaranty National Ins. Co.
        Guaranty National Ins. Co. of CT
        Landmark American Ins. Co.
        Marine Indemnity Ins. Co. of America
        Orion Insurance Co.
        Peak Property & Casualty Ins. Co.
        Royal Indemnity Company
        Royal Insurance Co. of America
        Royal Surplus Lines Insurance Co.
        Safeguard Insurance Co.
        Security Ins. Co. of Hartford
        Unisun Ins. Co.
        Viking County Mutual Ins. Co.
        Viking Ins. Co. of Wisconsin

           -- Insurer financial strength rating Downgrade 'BB-';

           -- Rating Watch Placed on Negative.


SILICON GRAPHICS: Losses & Liquidity Issues Prompt Neg. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mountain
View, California-based Silicon Graphics Inc. to negative from
positive. At the same time, Standard & Poor's affirmed its 'CCC-'
corporate credit and senior debt ratings, as well as its 'CC'
subordinated debt rating on the company. The outlook revision
reflects recent losses, limited liquidity, and a significant debt
maturity in September 2004.

"While SGI has a good technology position in high-end computing
and graphics solutions, the company has been struggling to
establish revenue stability and restore profitability in the
highly competitive technical workstation and server markets," said
credit analyst Martha Toll-Reed. "The company's efforts have been
hampered by economic weakness and reduced levels of information
technology spending."

Near-term liquidity is adequate, but limited. Cash and marketable
investment balances (excluding restricted cash) were $141 million
as of June 27, 2003. The company expects to use about $40 million
of cash to support operations in the September 2003 quarter.
Required debt amortization in fiscal 2004 is modest at about $17
million.

The company has fully utilized its available capacity under its
secured $50 million credit facility expiring in April 2005 to
secure letters of credit. The facility is secured by U.S. accounts
receivable and inventory, the pledge of certain intellectual
property, and cash deposits. In addition, the facility is subject
to acceleration if SGI does not successfully extend the maturity
of its senior convertible notes on or before March 5, 2004.

In August 2003, SGI announced the withdrawal of its exchange offer
with respect to its $230 million of outstanding 5.25% senior
convertible notes due September 2004.


SK GLOBAL: Wants Schedules Filing Deadline Moved to September 30
----------------------------------------------------------------
To assist in the preparation of its Schedules of Assets and
Liabilities, Statement of Financial Affairs, and other financial
reporting requirements imposed on a debtor-in-possession in
Chapter 11, the SK Global America Inc. employed KPMG LLP as its
accountants and financial advisors, which the Court approved on
August 21, 2003. Since then, Scott E. Ratner, Esq., at Togut,
Segal & Segal LLP, in New York, relates that the Debtor worked
diligently with KPMG in gathering and organizing information
required for the Schedules.  Significant progress has been made.
However, the recent power outage in the Northeast and the ensuing
communication problems after the power was restored, together
with the computer viruses of the past couple of weeks, delayed
and hindered the Debtor's ability to convey information to KPMG.
Accordingly, the Debtor needs additional time to complete the
Schedules.

Therefore, the Debtor asks Judge Blackshear to further extend the
time within which it may file its schedules of assets and
liabilities and statement of financial affairs to
September 30, 2003.

At this juncture, Mr. Ratner asserts that a 20-day extension will
provide sufficient time within which to prepare, review and file
the Schedules.  The accuracy of the Schedules will, among other
things, allow the Debtor to send notice of the claims bar date
the Court will set to the Debtor's creditors shortly after the
filing of the Schedules.  The Foreign Bank Steering Committee and
the U.S. Trustee do not oppose the proposed extension. (SK Global
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SPIEGEL: Unsecured Panel Brings-In McMillan as Canadian Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Spiegel Group and its debtor-affiliates needs a
Canadian counsel to provide advice concerning legal issues
affecting the Canadian proceedings initiated by certain of the
Debtors' subsidiaries under the Companies' Creditors Arrangement
Act.

The Committee believes that McMillan Binch LLP has considerable
experience in rendering services to debtors, creditors and other
parties in numerous Canadian and cross-border bankruptcy cases.
Thus, the Committee maintains, McMillan Binch is well qualified
to perform the work required in these cases in an efficient
manner.

McMillan Binch has represented the Committee since July 7, 2003.
Accordingly, the Committee seeks the Court's authority to retain
McMillan Binch to provide professional services in connection
with the Debtors' Canadian proceedings under the CCAA.
Specifically, McMillan will:

   (a) advise the Committee regarding their rights and
       obligations under Canadian law;

   (b) prepare pleadings under the CCAA necessary to protect the
       Committee's interests;

   (c) appear and represent the Committee's interests in the
       CCAA proceedings;

   (d) advise the Committee on the coordination of the CCAA
       proceedings and these Chapter 11 cases; and

   (e) take other action and perform other services as the
       Committee may require.

Jeffrey B. Gollob of McMillan Binch attests that the firm does
not represent any interest adverse to the Committee in matters
upon which it will be engaged.  Mr. Gollob states that McMillan
Binch is unable to determine with certainty whether one of its
clients or an affiliated entity holds a claim or otherwise is a
party-in-interest in these Chapter 11 cases.  However, McMillan
Binch assures the Court that if it discovers any information that
is contrary to or pertinent to its disclosures, it will file a
supplemental disclosure with the Court.

McMillan Binch will render services to the Committee at its
regular hourly rates, plus reimbursement of actual, necessary
expenses and other charges incurred.  The professionals who will
be working on Spiegel's case and their current hourly rates,
subject to adjustments, are:

   Jeffrey B. Gollob        Partner             $625
   Paul G. Macdonald        Partner              550
   Ajay K. Singh            Associate            325
   Sermina Rizvic           Law Clerk            120

Accordingly, Judge Blackshear permits the Committee to retain
McMillan Binch. (Spiegel Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SPIEGEL GROUP: Records $104.4 Million Net Sales for August
----------------------------------------------------------
The Spiegel Group (Spiegel, Inc.) reported net sales of $104.4
million for the four weeks ended August 23, 2003, a 30 percent
decrease from net sales of $149.6 million for the four weeks ended
August 24, 2002.

For the 34 weeks ended August 23, 2003, net sales declined 23
percent to $1.044 billion from $1.359 billion in the same period
last year.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 7 percent for the four-week period
and 8 percent for the 34-week period ended August 23, 2003,
compared to the same periods last year. Eddie Bauer's comparable-
store sales reflect a low single-digit comparable-store sales
decline in its apparel stores, combined with weaker comparable-
store sales in its home and outlet stores.

The Group's net sales from retail and outlet stores fell 18
percent compared to last year, primarily reflecting the impact of
store closings as well as the decline in comparable-store sales.
The company has reduced its store base by 18 percent, operating
467 stores at the end of August 2003 compared to 569 stores at the
end of August 2002.  Most of the store closings resulted from
actions taken as part of the company's ongoing reorganization
process.

Direct net sales (catalog and e-commerce) for the Group decreased
42 percent compared to last year, primarily due to lower customer
demand, a planned reduction in catalog circulation and the ongoing
negative effect of the discontinuation in early March of the
company's private-label credit cards issued by First Consumers
National Bank to customers of its merchant companies.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com , newport-news.com and
spiegel.com .  The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog.  Investor relations information
is available on The Spiegel Group Web site at
http://www.thespiegelgroup.com


SR TELECOM: Completes Acquisition of Netro Corporation
------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq: SRXA), a world leader in
fixed wireless access solutions, completed the acquisition of
Netro Corporation (Nasdaq: NTRO), a leading provider of fixed
wireless broadband access.

Netro stockholders of record as at the close of business on
September 4, 2003 will be entitled to receive the merger
consideration of SR Telecom Common Shares and a cash dividend
payout paid by Netro. Based on SR Telecom's recently declared 1:10
share consolidation, holders of Netro common stock will receive
0.104727 shares of SR Telecom common stock for every share of
Netro common stock that they hold. Netro stockholders will also
receive an aggregate of US$100 million cash dividend equivalent to
US$2.523554 per share, which is expected to be treated as a tax-
free return of capital, subject to the conditions described in the
proxy statement. Netro's common stock will be delisted from the
Nasdaq National Market and will be deregistered under the Exchange
Act.

"The transaction is a win-win situation. We will be able to
leverage our global client base and distribution network to deploy
and provision revenue-generating broadband technology solutions to
service providers. The addition of Netro enables us to deliver
end-to-end broadband wireless solutions, making broadband data and
high-speed Internet access deployable in areas xDSL and cable
cannot reach or are not economically viable or efficient," said
Pierre St-Arnaud, SR Telecom's President and CEO.

The addition of Netro's 3.5GHz angel(TM) product and the
airstar(TM) high-capacity fixed broadband access solution
complements SR Telecom's product portfolio in terms of both
frequency and applications. These additions, combined with SR
Telecom's turnkey solutions capabilities and extensive
distribution network, position SR Telecom to aggressively pursue a
number of identified opportunities within its existing customer
base and compete for significant new contracts that it would not
otherwise be in a position to pursue.

"Over the last two years, SR Telecom has fundamentally reshaped
itself through a series of complementary technology acquisitions
that have significantly improved its competitive stature in the
telecom industry. The completion of the Netro transaction is a key
strategic event for SR Telecom, creating a much stronger company
that is well positioned for revenue growth through an industry-
leading portfolio of broadband technologies that meet the
expressed requirements of our customers," said St-Arnaud. "By
complementing our market-leading fixed wireless access solutions
with Netro's carrier-class broadband products, we have
strengthened our position as the world leader in fixed wireless
services and solutions and established one of the industry's most
advanced point-to-multipoint telecommunications portfolios."

The broadband fixed wireless access market is anticipated to grow
considerably as service providers seek to deploy this technology
in areas not reached by traditional wireline access networks.
According to Ovum research, the worldwide market is expected to
grow from 1 million lines today to 16 million lines in 2008. To
date, licenses for 3.5GHz technology have been allocated in
Europe, China and Latin America.

SR Telecom has already begun to see benefits from the transaction
with airstar orders being booked from China and Mexico, along with
a high level of bidding activity for both the angel and airstar
products.

A further benefit of this transaction is that SR Telecom will
improve its net liquidity. SR Telecom expects that immediately
following the merger, the combined company will have approximately
CDN$67 million in cash.

Netro's fixed broadband wireless systems are used by
telecommunications service providers to deliver voice and high-
speed data services for business and residential, access and
mobile infrastructure applications. Netro was incorporated in the
US with headquarters in San Jose, California, Redmond, Washington,
and offices in Europe, Asia and South America. The Company's
airstar and angel products have an impressive track record of
performance and stability worldwide.

SR TELECOM (TSX: SRX, Nasdaq: SRXA) (S&P, B+ Corporate Credit and
Senior Unsecured Debt Ratings) is a world leader and innovator in
Fixed Wireless Access technology, which links end-users to
networks using wireless transmissions. SR Telecom's solutions
include equipment, network planning, project management,
installation and maintenance services. The Company offers one of
the industry's broadest portfolio of fixed wireless products,
designed to enable carriers and service providers to rapidly
deploy high-quality voice, high-speed data and broadband
applications. These products, which are used in over 110
countries, are among the most advanced and reliable available
today.


TOP FLITE: Court Okays Callaway Golf's Offer to Acquire Assets
--------------------------------------------------------------
Callaway Golf Company (NYSE:ELY) announced that the U.S.
Bankruptcy Court in Wilmington, Delaware, has approved its offer
to purchase substantially all of the assets of the Top-Flite Golf
Company for $174.4 million in cash and assumption of debt, plus
the assumption of certain operating liabilities. The acquired
assets will include working capital (inventory and accounts
receivable) of approximately $100 million at closing, fixed assets
of approximately $44 million at closing, and all golf patents,
trademarks and intellectual property. Callaway Golf expects to
close the transaction in mid to late September.

Callaway Golf's proposal calls for the purchase of the Top-Flite,
Strata and Ben Hogan brands, as well as the manufacturing
facilities in Chicopee, Massachusetts, Gloversville, New York, and
Fort Worth, Texas, and the assets of Top-Flite's subsidiaries in
Canada, the United Kingdom, Sweden, Australia and New Zealand.
Callaway Golf will offer employment to Top-Flite golf employees,
and accepted virtually all of Top-Flite's 43 endorsement contracts
with tour professionals, including those of U.S. Open Champion Jim
Furyk, Ryder Cup Captains Hal Sutton and Bernhard Langer, Justin
Leonard, Lee Trevino, and other high profile professional golfers.

"This is an attractive and exciting acquisition for Callaway Golf
and will create substantial value for our shareholders. The
transaction will combine Callaway Golf's position as #1 in woods,
irons and putters with Top-Flite's position as the #2 manufacturer
and seller of golf balls worldwide," said Ron Drapeau, Chairman,
President and CEO of Callaway Golf. "We fully expect our combined
golf ball business to be profitable going forward, ending the
profit drain we have experienced from our own golf ball operations
since start up. In addition, we feel the integration of Callaway
Golf and Top-Flite golf ball R&D and patents, combined with low
cost, efficient manufacturing operations, should energize both
golf ball brands and provide us with opportunities for growth. We
also see other opportunities to leverage the Top-Flite and
Callaway Golf assets and the talents of all of our employees
around the world to grow Callaway Golf, Odyssey, Top-Flite and Ben
Hogan sales. This transaction will give us improved access to
categories and channels in the U.S. where we have been absent,
while also adding size and strength to our international
operations in Europe, Canada, Australia and New Zealand."

The Company will provide more details upon the closing of the
transaction, and plans to hold a conference call with securities
analysts later in September.

Callaway Golf Company makes and sells Big Bertha(R) Metal Woods
and Irons, including Great Big Bertha(R) II Titanium Drivers and
Fairway Woods, Big Bertha Steelhead(TM) III Stainless Steel
Drivers and Fairway Woods, Hawk Eye VFT Tungsten Injected(TM)
Titanium Irons, Big Bertha Stainless Steel Irons, Steelhead X-
16(TM) and Steelhead X-16 Pro Series Stainless Steel Irons, and
Callaway Golf Forged Wedges. Callaway Golf Company also makes and
sells Odyssey(R) Putters, including White Hot(R), TriHot(R),
DFX(TM) and Dual Force(R) Putters. Callaway Golf Company makes and
sells the Callaway Golf(R) HX(R) Blue and HX Red balls, the CTU
30r Blue and CTU 30 Red balls, the HX 2-Piece Blue and HX 2-Piece
Red balls, the CB1(R) Blue and CB1 Red balls, and the Warbird(TM)
golf balls. For more information about Callaway Golf Company,
visit the company's Web sites at http://www.callawaygolf.comand
http://www.odysseygolf.com


TWINLAB CORP: Case Summary and 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.

Twin Laboratories (UK) Ltd.'s 20 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
Trustee                     under Indenture related
P.O. Box 778                to 10-1/4% Sr. Sub.
Boston, MA 02102-0778       Notes due May 2006.
Elizabeth C. Hammer
Tel: 860-241-6817

Citigroup                   Guarantee of Twin Labs $19,195,000
333 West 34th St, 3rd Fl    Inc.'s obligations
NY, NY 10001                under Indenture related
John Andropoli              to 10-1/4% Sr. Sub.
Reorganization Dept.        Notes due May 2006.
333 West 34th St, 3rd Fl
New York, NY 10001
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 Stern                  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
N Quincy, MA 02171          under Indenture related
Brian Port                  to 10-1/4% Sr. Sub.
Corporate Actions           Notes due May 2006.
Tel: 617-985-1143

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

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.

Ashby Accountants           Trade Debt                 o14,863

Redhead Design              Trade Debt                  o1,410

World Rugby                 Trade Debt                  o7,000

Twin Laboratories Inc.'s 20 Largest Unsecured Creditors:

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

Citigroup                   Obligations under     $19,195,0002
333 West 34th St, 3rd Fl    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                    Obligations under       $5,779,000
499 Washington Blvd. -      Indenture related
14th Fl                     to 10-1/4% Sr Sub.
Jersey City, NJ 07310       Notes due May 2006.
Richard Leung
Corporate Actions
Tel: 201-427-4261

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

Bear Stearns                Obligations under       $2,780,000
One Metrotech Center N.,    Indenture related
4th Floor                   to 10-1/4% Sr Sub.
Brooklyn, NY 11201-3859     Notes due May 2006.
Greg Schron
Tel: 347-643-2340

Century Foods Int'l         Trade Debt              $2,620,214
400 Century CT
Sparta, WI 54656
Kim Downing
Tel: 608-269-1900

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

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

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

Anabolic Inc.               Trade Debt                $877,408
26021 Commerce Center Dr
Lake Forest, Ca 92630
Linda
Tel: 949-609-4011

Industrial Container and    Trade Debt                $845,059
Supply Co.
1865 S 4490 W
Salt Lake City, Ut 84104
Dan Butters
Tel: 801-972-1561

Cognis Corp                  Trade Debt               $809,787
5051 Estecreek Dr
Cincinnati, Oh 45232-1446
Mike Ellison
Tel: 513-482-3000

Capsugel                     Trade Debt               $734,750
201 Tabor Road
Morris Plains, NJ 07950
Todd Reynolds
Tel: 212-733-5169

Phoenix Labs                 Trade Debt               $674,366
140 Lauman La
Hicksville, NY 11801
Kathy Schmidt
Tel: 516-822-1230

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

World Triathlon Corp.        Royalty Payouts          $644,442
43309 Us Highway 19 N
Tarpon Springs, Fl 34689
World Triathlon Corp.
Tel: 727-942-4767

Lonza Group                  Trade Debt               $520,130
17-17 Route 208
Fairlawn, NJ 07410
Brenda Villalona
Tel: 201-794-2426

Kemin Foods LC               Trade Debt               $438,875
135 S Lasalle, Dept 2254
Chicago, Il 60674-2254
Phyllis
Tel: 866-536-4666

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

American Media, Inc          Trade Debt               $404,255
P.O. Box 932296
Atlanta, Ga 31193-2296
Nicole Catazaro
Tel: 561 998-7437

IBM                          Trade Debt               $382,643
PO Box 7247-0276
Philadelphia, Pa 19170-
0276
Pam Medina
Tel: 888-245-5572 x5726


UNITED AIRLINES: August Revenue Passenger Miles Tumble 8.1%
-----------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) reports its traffic
results for August 2003.

United reported a passenger load factor of 82.5 percent, the
second highest load factor in the airline's history, following
last month's record load factor of 82.9 percent. Total scheduled
revenue passenger miles (RPMs) declined in August by 8.1 percent
on a capacity decrease of 12.2 percent.

Pete McDonald, executive vice president-Operations, said, "United
has enjoyed record load factors during the summer travel season,
and our employees continue to deliver strong operational
performance."

United and United Express operate more than 3,300 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at
http://www.united.com


US AIRWAYS: Enters Pact Settling Claims with Bombardier et al.
--------------------------------------------------------------
On November 4, 2002, the following Claimants filed claims against
the Reorganized US Airways Debtors in various liquidated and
unliquidated amounts:

  -- Claim No. 2913 - Wilmington Trust Company, as Owner Trustee;
  -- Claim Nos. 2914 and 2915 - Bombardier Capital;
  -- Claim Nos. 2917 and 4984 - Bombardier;
  -- Claim Nos. 2918, 2919, 4982 & 4983 - Bombardier Services;
  -- Claim No. 3052 - Wells Fargo Bank Northwest.

The Claims relate to 36 Bombardier Aircraft.  The Stipulation
settles the Claims as follows:

  a) Claim No. 2913 is allowed as a general unsecured Class
     Allegheny-6 claim for $4,745,891;

  b) Claim No. 2914 is allowed as a general unsecured Class
     Allegheny-6 claim for $2,363,660;

  c) Claim No. 2915 is allowed as a general unsecured Class
     Piedmont-6 claim for $2,622,989;

  d) Claim No. 2917 is allowed as a general unsecured Class
     Piedmont-6 claim for $1,659,847;

  e) Claim No. 2918 is allowed as a general unsecured Class
     Allegheny-6 claim for $955,282;

  f) Claim No. 2919 is allowed as a general unsecured Class
     Piedmont-6 claim for $8,244,431;

  g) Claim No. 3052 is allowed as a general unsecured Class
     Allegheny-6 Claim for $860,418; and

  h) Claim Nos. 4982, 4983 and 4984 are withdrawn.

Thomas E. Pitts, Jr., Esq., at Sidley, Austin, Brown & Wood
negotiated on behalf of Bombardier and others. (US Airways
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


US FLOW: Court OKs The Garden City as Claims and Noticing Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
gave its stamp of approval to US Flow Corporation, and its debtor-
affiliates application to employ The Garden City Group, Inc., as
Noticing and Claims Agent.

The Debtors point out that the large number of creditors and other
parties in interest in these cases may impose heavy administrative
and other burdens on the Court and the Office of the Clerk of the
Court. Employing Garden City will greatly relieve the Clerk's
Office of these burdens, the Debtors say.

In its capacity as Claims and Noticing Agent, Garden City will:

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

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

         ii) notice of any claims bar date;

        iii) notice of objections to claims;

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

          v) such other notices as Debtors or the Court may deem
             necessary or appropriate for an orderly
             administration of these chapter 11 cases;

     b. after the mailing of a particular notice, file with the
        Clerk's Office a certificate or affidavit of service
        that includes:

          i) a copy of the notice served,

         ii) an alphabetical list of persons to whom the notice
             was mailed and

        iii) the date and manner of mailing;

     c. maintain copies of all proofs of claim and proofs of
        interest filed herein;

     d. maintain official claims registers, including, among
        other things, the following information for each proof
        of claim or proof of interest:

          i) the Debtor against whom each claim or interest is
             asserted;

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

        iii) the date received;

         iv) the claim number assigned; and

          v) the asserted amount and classification of the
             claim;

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

     f. transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g. maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request to the
        Clerk's Office by any party in interest;

     h. provide access to the public for examination of copies
        of the proofs of claim or interest without charge during
        regular business hours;

     i. record all transfers of claims pursuant to Bankruptcy
        Rule 3001 (e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     j. comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k. the preparation, mailing and tabulation of ballots for
        the purpose of voting to accept or reject any plans of
        reorganization proposed by Debtors in these chapter 11
        cases;

     l. promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe; and

     m. provide such other claims processing, noticing and
        related administration services as may be required from
        time to time by Debtors or the Court.

David Isaac, the President of The Garden City Group discloses his
firm's professional rate in connection with the retention:

     Set Up Creditor File
       Creation                           $155 per hour
       Manual Entry                       $45 per hour
       Produce Schedules and SOFAs        $125 - $250 per hour

     Document Management                  $35 to $75 per hour

     System Support
       Programmer                         $125 - $150 per hour
       Senior Programmer                  $150 - 175 per hour

     Reporting                            $65 per creation

     General Project Management
       Supervisor                         $75 - $90 per hour
       Project Manager                    $95 per hour
       Senior Project Manager             $125 per hour
       Quality Assurance                  $70 - $100 per hour
       Assistant Vice President           $150 per hour
       Senior VP Systems and
         Managing Director                $250 per hour

     Ballot Processing                    $60 per hour

     Telephone Support
       Maintenance Fee                    $50 per month
       Operator Support                   $100 per hour
       Management Oversight               $100 - $150 per hour

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., represents 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.


USG CORP: Wants Exclusive Period Extended Until March 1, 2004
-------------------------------------------------------------
According to Paul N. Heath, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, under the unique circumstances of
the USG Corporation Debtors' Chapter 11 cases, they should be
permitted to continue leading the effort toward a consensual
reorganization plan.  Mr. Heath says that although the
prerequisites to the formulation of a plan -- the resolution of
the asbestos liability -- has been elusive, developments have
occurred, which make the Debtors believe that further developments
will take place during the next six months and that would enable
them to structure a plan by the end of that period.

The Debtors relate that for the past six months:

   (a) they have been persistent in their efforts before Judge
       Wolin to pursue the estimation of asbestos personal injury
       liability;

   (b) they have engaged in discussions with representatives of
       property damage asbestos claimants while, at the same
       time, analyzing the claims filed pursuant to the deadline
       in connection with the claims objection procedures that
       are about to get underway; and

   (c) they have been involved in proposed legislative action
       that could lead to a legislative solution of the asbestos
       problem, including the asbestos claim valuation issues
       that are central in these cases.

Mr. Heath notes that the Debtors desire to emerge from Chapter 11
and to provide fair treatment to all constituencies.  The Debtors
point out that the asbestos problem is the only thing standing
between them and their emergence, and that they have been
intensely focused on attempting to establish the foundation for a
resolution of this problem.

Thus, the Debtors ask the Court to extend their exclusive period
to file a plan until March 1, 2004 and their exclusive period to
solicit acceptances of that plan until May 1, 2004.

The Debtors ask Judge Newsome to recognize:

     (i) the difficult challenges that have faced them;

    (ii) that they remain in the best position to propose a
         reorganization plan as soon as developments allow and
         that no other party is in a position now to do the same
         thing; and

   (iii) that it is reasonable to anticipate progress over the
         next six months so that they would be placed in a
         position to begin structuring a plan at that time.

Mr. Heath contends that the Debtors will be in a far better
position to start moving forward on a plan six months from now
because:

   * on February 19, 2003, Judge Wolin directed the parties to
     make preparations for the establishment of a bar date for
     cancer claimants;

   * additional discussions with property damage claims
     representatives are anticipated, and the property damage
     claims proceedings are set to begin this fall.

The underlying foundation for a reorganization plan is absent
until U.S. Gypsum's asbestos personal injury liability is either
resolved, or at least estimated.  Until then, the value of the
estate cannot be allocated fairly among the stakeholders,
including the asbestos claimants.  For instance, the first step
-- the estimation of cancer claims -- will, according to Judge
Wolin, assist the Court in assessing whether or not the Debtors
are solvent.  In addition, an estimate of the asbestos liability
is necessary to satisfy various confirmation standards pursuant
to Section 1129 of the Bankruptcy Code.

Mr. Heath adds that it is not possible to determine whether any
proposed plan satisfies the requirements of Section 524(g)
without a proper assessment of the claim amounts to be paid under
the plan.  Thus, as a result, the filing of any reorganization at
this time would be premature and contentious, Mr. Heath says.

In addition, if a bill like the FAIR Act were to pass, it would
liquidate the Debtors' asbestos personal injury liability for
current and future claims based on a specific formula by
requiring that they pay a specified amount over an extended
period of time into a national trust established by the FAIR Act.
In doing so, it would resolve the asbestos personal injury
liability in these cases.

Mr. Heath notes that the Debtors' businesses continue to be
profitable and to make progress in other areas.  The Debtors also
expect to continue building significant additional cash during
the proposed extension of the Exclusive Periods.  Furthermore, in
support of the request for extension, the Debtors note that in
the complexity and magnitude of the asbestos-related issues
involved in these cases, either a consensual or litigated
resolution of these issues will require a significant additional
time.

Judge Newsome will convene a hearing on September 30, 2003 at
10 a.m. to consider the Debtors' request.  Pursuant to Rule 9006-
2 of the Local Rules of Bankruptcy Practice and Procedures of the
Delaware Bankruptcy Court, the Debtors' Exclusive Plan Filing
Period is automatically extended until the conclusion of that
hearing. (USG Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


VALLEY MEDIA: Wants to Stretch Exclusivity through November 10
--------------------------------------------------------------
Valley Media, Inc., is asking for an additional extension of its
exclusive periods.  The Debtor wants to extend its exclusive
period to file its plan of reorganization through November 10,
2003, and the Company wants to retain, until January 12, 2004, the
exclusively right to solicit acceptances of that plan from
creditors.

During the early stages of these proceedings, Morrison & Foerster,
the Debtor's initial bankruptcy counsel, withdrew from this case.
Morris, Nichols, Arsht & Tunnell did not begin representing the
Debtor until January 11, 2002.  Notwithstanding Morris Nichols'
efforts, unavoidable delays resulted from the transition of
counsel.

The Debtor has been actively working to formulate a liquidating
plan of reorganization in consultation with the Committee and its
principal prepetition secured lender, Congress Financial
Corporation. Consequently, the Debtor expects to file its
liquidating plan and related disclosure statement shortly. The
Debtor then expects to seek prompt approval of its disclosure
statement and confirmation of its liquidating plan.

The Debtor points out that it has made substantial progress in its
case. In furtherance of the interests of its creditors and estate,
the Debtor has undertaken and accomplished:

     -- significant progress in liquidating the estate for the
        benefit of creditors and hired FTI/Policano & Manzo as
        liquidation consultants, who has collected $54 million
        in accounts receivables and the liquidation of non-
        inventory assets;

     -- pursuant to the Private Sales Order, entered into and
        consummated agreements to sell the Debtor's inventory
        and has realized approximately $31.5 million for the
        benefit of its creditors and estate;

     -- successfully liquidated its remaining furniture,
        fixtures and equipment, with the exception of furniture,
        fixtures and equipment necessary for the wind-down of
        the Debtor's financial affairs;

     -- brought numerous preference, turnover and other actions
        against various defendants, seeking to bring more than
        $100.5 million into the estate;

     -- reviewed and analyzed the myriad of prepetition and
        administrative claims filed against the Debtor's estate;

     -- sought to identify and preserve estate assets and has
        worked to recover property of the estate, such as
        deposits and refundable prepayments;

     -- kept creditors updated and informed regarding the
        ongoing asset sales process;

     -- worked with the Committee and has responded to its
        requests for information necessary for the Committee to
        perform its fiduciary obligations;

     -- rejected numerous unexpired leases of personal and real
        property and unexpired contracts not essential to the
        winding down process and has coordinated the surrender
        of leased premises and equipment where appropriate; and

     -- worked with the Committee to identify assets that are
        potentially available for distribution to creditors and
        discussed with the Committee the best method for winding
        up this case.

Accordingly, the substantial progress made by the Debtor in this
proceeding thus far constitutes cause for the extension of the
Debtor's Exclusive Proposal Periods.

Valley Media Inc, a distributor of music and video entertainment
products, filed for chapter 11 protection on November 20, 2002
(Bankr. Del. Case No. 01-11353).  Robert J. Dehney, Esq., and
Michael G. Busenkell, Esq., at Morris, Nichold, Arsht & Tunnel
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$241,547,000 in total assets and $259,206,000 in total debts.


WEIRTON STEEL: Court Approves CIBC's Retention as Fin'l Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Weirton Steel
Corporation's Chapter 11 case sought the Court's authority to
retain CIBC World Markets Corp. as its exclusive financial advisor
effective as of May 28, 2003 in connection with a Restructuring
Transaction with respect to the Debtor.

The Committee and CIBC entered into an engagement letter dated
June 2, 2003.  Pursuant to the Engagement Letter, CIBC is:

   (a) assisting the Committee in analyzing and reviewing the
       acts, conduct, assets, liabilities and financial condition
       of the Debtor;

   (b) familiarizing itself to the extent appropriate with the
       operation of the Debtor's business;

   (c) advising the Committee as to the current state of the
       steel and restructuring markets;

   (d) advising the Committee as to potential restructuring
       alternatives and issues;

   (e) providing general strategic advice with respect to a plan
       of reorganization, sale of the Debtor or any other
       Restructuring Transaction; and

   (f) providing any other tasks as mutually agreed upon by CIBC
       and the Committee.

CIBC proposes to be paid:

   (a) a $150,000 cash fee per month starting June 2, 2003 until
       the effective date of termination of the Engagement
       Letter;

   (b) a Success Fee equal to 100 basis points of the aggregate
       dollar amount of all claims of all classes whose interests
       are represented by the Committee.  The Success Fee will be
       payable 50% in cash and 50% in the same kind of
       consideration delivered to the classes whose interests
       are represented by the Committee; and

   (c) periodic reimbursement by the Debtor when invoiced for all
       of its reasonable out-of-pocket expenses in connection
       with the performance of its services, regardless of
       whether a Restructuring Transaction occurs.

                             *   *   *

Judge Friend defers making any ruling on CIBC's entitlement to a
Success Fee pending a Court hearing on September 15, 2003.
(Weirton Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WESTPOINT STEVENS: Gets Okay to Assume 5 Alabama Gas Contracts
--------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates currently
operate seven plant sites in the state of Alabama, which purchase
natural gas from Alabama Gas Corporation.  Before the Petition
Date, the Debtors entered into contracts with Alagasco on behalf
of each of the Plants.  Each of the Plants is supplied with
natural gas through four separate contracts between the Debtors
and Alagasco that pertain solely to each of the individual Plants,
as well as a fifth contract which applies generally to all of the
Plants.  The Contracts are executory in nature and govern the
procurement and delivery of natural gas by Alagasco, as well as
the related pricing and payment terms.

Additionally, the Debtors are party to The Agency Agreement for
Interstate Gas Customers with Alagasco.  The Agency Agreement
provides for Alagasco to serve as agent for the Debtors for the
limited purposes of:

     (i) purchasing natural gas on the Debtors' behalf;

    (ii) arranging for the transportation of natural gas to
         delivery points on Alagasco's distribution system; and

   (iii) entering into agreements on the Debtors' behalf to
         effectuate the purchase and transportation of natural
         gas.

The Agency Agreement does not have an expiration date, but
instead continues until one party serves notice of termination on
the other.  The Agency Agreement is incorporated by reference in
each of the individual Service Agreements.

Because the Alagasco Contracts provide favorable rates to the
Debtors for purchasing and receiving natural gas, the Debtors
wanted to assume them.  The Debtors believed that the Contracts
will continue to provide substantial cost savings to their
estates.

The Debtors engaged in extensive, arm's-length negotiations with
Alagasco.  Subsequently, the parties reached an agreement
pursuant to which Alagasco would continue acting as agent under
the Agency Agreement, and would waive its demand for a security
deposit under Section 366 of the Bankruptcy Code, in exchange for
the Debtors' agreement to assume the Contracts and make semi-
monthly prepayments, with monthly true-ups for all payments and
charges actually accrued.

                          *   *   *

The debtors sought and obtained the Court's authority to assume
the Alagasco Contracts in Alabama. (WestPoint Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Dispute Settlement with BOC Gets Court Nod
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation has been working with its
suppliers to determine the extent to which its existing contracts
for products and services provide benefits to its estate, the
extent to which such contracts require modification, and the
extent to which these contracts may be assumed.  One of these
contracts is the Product Supply Agreement with BOC Group, Inc.
dating from November 1999.  The Agreement governs the purchase of
oxygen, argon and nitrogen that are used in WPSC's manufacturing
operations.

WPSC and BOC have engaged in extensive discussions concerning
possible modifications to the Product Supply Agreement and the
disputes that have arisen under the existing Agreement, together
with charges and payments.

                           The Settlement

The salient terms of the settlement, modification and assumption
are:

      (1) The Product Supply Agreement will be modified to:

            (i) eliminate language concerning early termination;

           (ii) permit WPSC to dismantle the entire Oxygen Plant
                and Storage Facilities located in Mingo Junction
                without any contractual repercussions;

          (iii) eliminate a "virtual bullet" by permitting WPSC
                to suspend the minimum monthly charge six times
                for no more than one month each; and

           (iv) WPSC agrees to the minimums stated in the
                prepetition Agreement -- $300,000 -- with
                revised pricing;

      (2) WPSC will make six monthly payments of $329,654 per
          month to cover all obligations totaling $1,977,925,
          starting retroactively to July 2003;

      (3) WPSC awards BOC its Yorkville hydrogen business, and
          the requirements of this business will be included in
          meeting the contractually required minimums;

      (4) All payments to BOC post-confirmation will be made
          by check;

      (5) WPSC will dismiss the two pending adversary complaints
          against BOC with prejudice;

      (6) The parties exchange mutual releases of obligations
          other than in this Stipulation and the Product Supply
          Agreement as modified; and

      (7) WPSC assumes the Product Supply Agreement as amended.

Hence, WPSC sought and obtained the Court's approval on its
settlement with BOC. (Wheeling-Pittsburgh Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLD HEART: Lenders Further Stretch Loan Maturities Until Fri.
---------------------------------------------------------------
World Heart Corporation's (OTCBB: WHRTF, TSX: WHT) lenders have
agreed to a further extension of the maturity date of its senior
and subordinated loans, from September 2, 2003 until September 12,
2003. The company is continuing to work toward completion of a
financial transaction within this timeframe.

World Heart Corporation, 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.


* Cambridge Credit Launches GoodPayer.com for Consumers
-------------------------------------------------------
Cambridge Credit Counseling Corp., a nonprofit credit counseling
organization, announced today the launch of an educational Web
site designed to inform and empower consumers with resources to
help them achieve financial stability. Available at
http://www.GoodPayer.comthe Web site teaches consumers about the
importance of money management skills and provides tips, advice,
financial calculators and timely information on a variety of
personal finance topics.

"The key to decreasing consumer debt in this country is through
proper education of important personal finance issues," said
Cambridge Credit General Manager, Chris Viale. "Through debt
management seminars, monthly workshops for students, educational
partnerships and now GoodPayer.com, Cambridge Credit is empowering
consumers at all stages of their financial lives to practice good
money management and minimize debt."

The focal point of the Web site is an Educational Center where
consumers can access a wealth of information on the following
topics:

* Budgeting Money Basics -- Calculates consumers' debt to income
  ratio, answers questions about taxes and offers steps to
  developing a spending budget for any day or around the holidays

* Credit Basics -- Outlines strategies for establishing and
  maintaining good credit, describes credit reports and The Fair
  Debt Collections Practices Act and offers advice for how to
  communicate with credit card bill collectors

* Credit Cards -- Offers definitions of credit terms, how credit
  works, outlines credit card protection fraud and advise for
  consumers looking for lower interest rates

* Financial Crisis Center -- Offers resources for consumers
  dealing with bankruptcy, job layoffs or income reductions and
  for those who are having trouble making their debt payments

* Kids and Money -- Gives advice for parents on how to teach their
  children positive money management as well as offers tips for
  expectant parents and those financing college educations

* College Students -- Includes a link to a downloadable "College
  Student Debt Handbook" and highlights money saving tips, how to
  use credit responsibly, the basics of Federal Consolidation
  Loans, tips for managing your check book and how to budget

* Mortgage -- Explains steps to refinance, tips for mortgage
  shopping, definition of Home Equity and how to prevent a
  foreclosure

* Retirement -- Highlights how to properly plan for retirement,
  highlights retirement planning in your 20s, 30s and 40s,
  explains the definition of a Reverse Mortgage and a 401(k)

Available on the Web site are financial calculators focusing on
mortgages, loans, credit cards, debt retirement and other personal
finance issues. In addition, GoodPayer.com houses information
regarding health and auto insurance, the Soldiers and Sailors'
Civil Relief Act, identity theft and car refinancing and loans.
Consumers can also link to resources to help them deal with other
problems that can come from the stress of excessive debt, such as
Alcoholics Anonymous, Narcotics Anonymous, Gamblers Anonymous and
the National Suicide Hotline.

The Web site is named after Cambridge Credit's "Good Payer
Program," which rewards Cambridge clients for sticking with a debt
management program and consistently making payments on time.
Funded with revenues called "fair share," realized by Cambridge
Credit from creditors, the program has rebated over $11 Million
since its inception in 1996 to clients who have maintained their
monthly payments for six consecutive months.

Where other credit counseling agencies keep 100 percent of fair
share from credit card companies, department stores and other
creditors as a source of revenue, Cambridge Credit and its
affiliate companies are the only credit counseling agencies that
split half, or 50 percent, of these revenues with its customers. A
rebate counter is available in real-time on the site and details
the total amount of money Cambridge Credit has given back to
approximately 60,000 unique customers.

"We are grateful to those participating creditors for their
support in helping Cambridge Credit offer clients an unique
incentive program such as Good Payer," said Chris Viale, General
Manager of Cambridge Credit. "Our relationship with the creditor
community has allowed us to maintain unprecedented client
retention rates which are among the highest in the industry."

GoodPayer.com plays an educational role in Cambridge Credit's
"Debt Freedom Campaign," which was established in April 2003 and
calls for industry leaders, trade associations, consumer groups
and government to work together with the common goal of enacting
pro-consumer legislation.

Cambridge Credit Counseling Corp., a 501(C)(3) Not-for-Profit
corporation, provides credit counseling, educational assistance
and budget planning services to clients throughout the United
States. Since its incorporation in 1996, Cambridge Credit has
assisted over 180,000 consumers nationwide and enrolls
approximately 6,000 consumers a month into its credit counseling
program. Cambridge Credit is ISO 9001 registered and accepted
worldwide. For more information about Cambridge Credit, visit
http://www.cambridge-credit.org


* BOND PRICING: For the week of September 8 - 12, 2003
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                9.875%  03/01/07    68
Adelphia Communications               10.875%  10/01/10    68
Advantica Restaurant                  11.250%  01/15/08    46
American & Foreign Power               5.000%  03/01/30    65
American Airline                      10.850%  03/15/08    65
American Airline                      10.850%  03/15/08    64
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.000%  09/15/16    73
AnnTaylor Stores                       0.550%  06/18/19    68
Aurora Foods                           9.875%  02/15/07    55
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
Calpine Corp.                          7.875%  04/01/08    74
Cincinnati Bell Telephone              6.300%  12/01/28    74
Coastal Corp.                          6.950%  06/01/28    71
Coastal Corp.                          7.420%  02/15/37    74
Collins & Aikman                      11.500%  04/15/06    74
Comcast Corp.                          2.000%  10/15/29    30
Conseco Inc.                           8.500%  10/15/49    42
Conseco Inc.                           9.000%  10/15/06    43
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    33
Crown Cork & Seal                      7.500%  12/15/96    74
Cummins Engine                         5.650%  03/01/98    66
DDI Corp.                              5.250%  03/01/08     6
Delta Air Lines                        8.300%  12/15/29    67
Elwood Energy                          8.159%  07/05/26    70
GB Property Funding                   11.000%  09/29/05    66
Greyhound Lines                       11.500%  04/15/07    69
Gulf Mobile Ohio                       5.000%  12/01/56    64
IMC Global Inc.                        7.300%  01/15/28    74
International Wire Group              11.750%  06/01/05    55
JL French Auto                        11.500%  06/01/09    52
Level 3 Communications Inc.            6.000%  09/15/09    60
Level 3 Communications Inc.            6.000%  03/15/10    58
Liberty Media                          3.500%  01/15/31    72
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    60
Lucent Technologies                    6.450%  03/15/29    68
Lucent Technologies                    6.500%  01/15/28    68
Mirant Americas                        8.300%  05/01/11    74
Mirant Corp.                           5.750%  07/15/07    46
Mission Energy                        13.500%  07/15/08    58
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    62
NGC Corporation                        7.125%  05/15/18    72
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.875%  03/15/08    75
NTL Communications Corp.               7.000%  12/15/08    19
Redback Networks                       5.000%  04/01/07    34
Salomon SB Holdings                    0.250%  02/18/10    74
Spacehab Inc.                          8.000%  10/15/07    62
US Timberlands                         9.625%  11/15/07    57
US West Capital Funding                6.875%  07/15/28    74
Worldcom Inc.                          6.400%  08/15/05    30
Worldcom Inc.                          7.750%  04/01/07    29
Xerox Corp.                            0.570%  04/21/18    65

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***