TCR_Public/030909.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, September 9, 2003, Vol. 7, No. 178   

                          Headlines

8X8 INC: Names Donn R. Wilson to Company's Board of Directors
ANC RENTAL: Deutsche Bank Demands Payment of $5MM Admin. Claim
APARTMENT INVESTMENT: Reports August 2003 Net Rental Income
ARMSTRONG: AWI Selling Excess Lancaster Land to Wolf for $1.5MM
ARMSTRONG WORLDWIDE: November 24 Fixed as Admin. Claims Bar Date

ASSET SECURITIZATION: S&P Drops Class A-5, A-6 Note Ratings to D
ATLANTIC COAST AIRLINES: UAL Pact Prompts S&P to Affirm Ratings
BIG CITY: Sells Last Remaining Radio Station to Grundy County
CABLEVISION SYSTEMS: Declares Quarterly Preferred Dividends
CENTERPOINT ENERGY: Fitch Assigns Rating to 7.25% Senior Notes

CHAMPION ENTERPRISES: Initiates Operational Restructuring Plan
CHIQUITA BRANDS: Reduces Stake in Australian Produce Company
CINCINNATI BELL: Closes Sale of Broadband Assets to C III Comms.
CNH GLOBAL: Unit Completes $300MM Senior Notes Private Offering
COPPERWELD CORPORATION: Disclosure Statement Hearing Today

CORNING: Reaffirms Quarterly Guidance & Outlines Opportunities
CORRECTIONS CORP: Declares Q3 Dividends on Ser. A & B Preferreds
COVANTA ENERGY: Lease Decision Period Intact Until October 31
CYPRESS SEMICON.: Sells Part of Stake in NVE Corp. for $23MM Net
DAISYTEK: EMJ Raising C$14M to Fund Acquisition of Canadian Unit

DAVEL COMMS: Appoints Woody McGee as New Chief Executive Officer
DELTA AIR LINES: Posts Results of Exchange Offer for Two Notes
DIXIE GROUP: Ratings on Watch Positive Following Asset Sale Pact
DT INDUSTRIES: Fourth Quarter 2003 Loss Hits $55 Million
DVI INC: Wants Court to Appoint BSI as Claims and Noticing Agent

EAGLEPICHER: S&P Cuts Junk-Rated Preferred Shares to D Rating
ELAN CORP: S&P Ups Junk Corp. Credit Rating after 20-F Filing
ELDERTRUST: Names Michael R. Walker as Acting President and CEO
EMPIRE RESORTS: Ability to Continue Operations Still Uncertain
ENCOMPASS SERVICES: Claims Objection Deadline Moved Until Nov. 6

ENERGY WEST: Arranges New Credit Facility Maturing on October 15
ENRON CORPORATION: Proposes Uniform Claims Estimation Procedures
EOTT ENERGY: Reduces Petrochemical Operations at Morgan's Point
GENTEK INC: Asks Court to Fix Uniform Claims Trading Procedures
GLOBAL CROSSING: Court Approves Microsoft Settlement Agreement

HALLMARK FINANCIAL: Successfully Completes Rights Offering
HAYNES INTERNATIONAL: Enters into Amendment to Credit Agreement
HCA GENESIS: Case Summary & Largest Unsecured Creditors
HEALTH RISK: Trustee Employs Silverman Olson as Accountants
HYPERTENSION DIAGNOSTICS: Completes $2.3 Mill. Equity Financing

HYTEK MICROSYSTEMS: Hires Philip Bushnell as Chief Fin'l Officer
IMPATH: SEC Commences Formal Inquiry into Company's Accounting
KENTUCKY ELECTRIC: Closes Sale of All Assets to KES Acquisition
KRONOS ADVANCED: Hires Sherb & Co. to Replace Grant Thornton
LAIDLAW INC: Asks Court to Disallow 8 Allied Waste Claims

LAND O'LAKES: CTO David Hettinga to Retire on October 17, 2003
LEAP WIRELESS: Cricket Hires Butler Shine to Handle Advertising
LEAR CORP: Will Hold Q3 Conference Call on October 17, 2003
LOGOATHLETIC: Disclosure Statement Hearing Slated for October 3
LTV CORP: Bank One Bucks Plan to Indemnify Officers & Directors

MANDALAY RESORT: SEC Declares Form S-3 Filing Effective
METROPOLITAN ASSET: Fitch Cuts Two Ratings to Low-B/Junk Levels
MIRANT CORP: Pepco and FERC Seek Federal Court Intervention
MOBILE COMPUTING: Enters Definitive Restructuring Agreements
NAVIGATOR GAS: Signs-Up Harding Lewis as Isle of Man Accountant

NAVISTAR INT'L: Will Keep Chatham, Ont., Heavy Truck Plant Open
NAVISTAR INT'L: Canadian Gov't Pact Won't Affect S&P Ratings
NORSKE SKOG: Completes Exchange Offer for 8-5/8% Senior Notes
NORTEL: S&P Affirms & Keeps Watch on B-Rated Series 2001-1 Notes
NOVA CDO 2001: S&P Keeps 4 Low-B/Junk Ratings on Watch Negative

NRG ENERGY: NRZ Units Assigned New Identification Number
O'SULLIVAN INDUSTRIES: Will Hold Q4 Conference Call Tomorrow
OWENS-ILLINOIS: High Leverage Position Spurs Fitch's Downgrades
PDC INNOVATIVE: Ragin' Ribs Agree to Extend Due Diligence Period
PENN TRAFFIC: Appoints James A. Demme as New Board Chairman

PG&E NATIONAL: Court Okays Sutherland Asbill as Energy Counsel
PHOTOCHANNEL: Intends to Raise $3M through Private Placement
PPM AMERICA: S&P Puts BB Class A-2 Note Rating on Watch Negative
PRIMEDEX HEALTH: Voluntary Chapter 11 Case Summary
PRIMUS KNOWLEDGE: Completes Acquisition of Broad Daylight Inc.

PROPRIETARY INDUSTRIES: Red Ink Continued to Flow in Q3 2003
REGUS BUSINESS: Wants Lease Decision Period Intact Until Nov. 25
ROYAL & SUNALLIANCE: Sells US Ops. Renewal Rights to Travelers
ROYAL & SUNALLIANCE: A.M. Best Puts USA Businesses Under Review
SANKATY HIGH YIELD: Fitch Affirms BB Senior Secured Notes Rating

SANKATY HIGH YIELD: Lower-B Ratings on Classes D & E Affirmed
SIERRA HEALTH: Will Publish Third Quarter Results on October 22
SIRIUS SATELLITE: Annual Shareholders Meeting Slated for Nov. 25
SK GLOBAL: Court Approves KPMG Engagement as Financial Advisors
SORRENTO NETWORKS: 2nd-Quarter Ops. Net Loss Tumbles 72% to $4MM

SPIEGEL GROUP: Reports List of Reclamation Claims Deemed Valid
STONE & WEBSTER: Delaware Court Approves Disclosure Statement
SYSTECH RETAIL: Court Confirms First Amended Reorganization Plan
TENET HEALTHCARE: Senate Finance Committee Commences Inquiry
TWINLAB CORP: S&P Ratings Dive to D After Chapter 11 Filing

TWINLAB CORP: Wants Schedule-Filing Deadline Moved to Oct. 19
UNITED AIRLINES: Selling One Boeing 747 to Dubai Air for $51MM
UNITED PAN-EUROPE: UGC Europe Inc. Becomes Successor Issuer
UNOVA INC: Completes Sale of Lamb Body & Assembly Systems Div.
USG CORP: Wants Lease Decision Period Extended to March 1, 2004

VARSITY BRANDS: Extends Consent Payment Deadline re Tender Offer
WEIRTON STEEL: Court Okays Houlihan Lokey as Investment Banker
WESTPOINT STEVENS: Wins OK to Hire Stein Riso as Special Counsel

* Buxbaum Expects to Appraise Upwards of $5 Billion of Inventories
* CCFL Advisory Services Appoints Two New Managing Directors

* Large Companies with Insolvent Balance Sheets

                          *********

8X8 INC: Names Donn R. Wilson to Company's Board of Directors
-------------------------------------------------------------
8x8, Inc., (Nasdaq: EGHT) announced that Donn R. Wilson, Executive
Vice President of Franchise Services at Solidus Networks, has been
named to 8x8's Board of Directors.  

Mr. Wilson brings more than 40 years of global franchise and
consumer sales experience to the 8x8 Board.

Mr. Wilson is a founder and has served as COO, CEO and a Director
of Solidus Networks, Inc.  He started his own consulting firm in
1988 working mostly with large restaurant and franchising
companies, including McDonald's, Wendy's, Blockbuster, Marriott,
Ponderosa and Perkins.  Mr. Wilson served as the Director of
Corporate Development for Blockbuster Video beginning in 1986,
growing the chain to approximately 3,000 stores by 1990.  In 1985,
Mr. Wilson purchased four regional master franchises for Uniglobe
Travel and brought the Canadian company to the United States,
serving as Chairman, President and Director.  Prior to that, Mr.
Wilson joined Wendy's Canada serving as President and Director,
selling the franchise to Wendy's International in 1984.  Mr.
Wilson was a member of the owners group of the Houston Astros and
operated the lease on the Astrodome from 1979 to 1981.  From 1957
to 1979, Mr. Wilson worked in various roles at McDonald's.  He
went to work at McDonald's Headquarters as a Field Consultant
after graduating from Purdue University in 1961.  Mr. Wilson
helped to develop McDonald's Hamburger University and became head
of Training and Operations, purchasing his first McDonald's
franchise in 1966.  He founded McDonald's Australia in 1970 and
helped develop franchises in Japan, Hong Kong and New Zealand.  He
became President of the Houston Operator's Association and the
McDonald's Operators' Franchise Advisory Board and the Training
Advisory Committee in 1975.

"We are excited to welcome Donn Wilson to our Board of Directors,"
said Bryan Martin, Chief Executive Officer of 8x8.  "Donn's vast
experience in marketing directly to consumers and the significant
success he has had in developing some of the premier consumer
brands today will undoubtedly contribute to the promotion of the
Packet8 brand and our voice and video service offerings," he
concluded.

Mr. Wilson will also serve as a member of 8x8's audit and
compensation committees.

8x8, Inc. offers the Packet8 broadband telephone service --
http://www.packet8.net-- consumer videophones, hosted iPBX  
solutions (through its subsidiary Centile, Inc.), and voice and
video semiconductors and related software (through its subsidiary
Netergy Microelectronics, Inc.).  For more information, visit
8x8's Web site at http://www.8x8.com

Launched in November 2002, Packet8 enables anyone with high-speed
internet access to sign up for telephone service at
http://www.packet8.net  Customers can choose a direct-dial phone  
number from any of the rate centers offered by the service, and
then use an 8x8-supplied terminal adapter to connect any telephone
to a broadband internet connection and make or receive calls from
a regular telephone number.  All Packet8 telephone accounts come
with voice mail, caller ID, call forwarding, web access to account
controls, and real-time online billing.  High speed, instant-on
broadband videophone accounts, which use the 8x8 DV325 SIP
videophone, are also available.  The DV325 videophone functions as
a Packet8 voice line when making or receiving voice telephone
calls from regular telephone numbers.

                          *     *     *

                 Liquidity and Capital Resources

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

The possibility that the Company will not be able to meet its
obligations as and when they become due over the next twelve
months raises substantial doubt about the Company's ability to
continue as a going concern. Accordingly, the Company has been
pursuing, and will continue to pursue, among other things, the
implementation of certain cost reduction strategies and the
licensing or sale of its technologies or projects. Additionally,
the Company plans to seek additional financing and evaluate
financing alternatives during the next twelve months in order to
meet its cash requirements for the remainder of fiscal 2004. The
Company has sustained net losses and negative cash flows from
operations since fiscal 1999 that have been funded primarily
through the issuance of equity securities and borrowings.
Management expects to experience negative cash flows for the
foreseeable future and such losses may be substantial. There is no
assurance that the Company will be able to obtain financing on
terms favorable to the Company, or at all. If the Company issues
additional equity or convertible debt securities to raise funds,
the ownership percentage of the Company's existing stockholders
would be reduced and they may experience significant dilution.
Failure to increase revenues, to manage net operating expenses and
to raise additional financing through public or private equity
financing or other sources of financing may result in the Company
not achieving its longer term business objectives. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

In connection with efforts to improve its liquidity, in June 2003
Netergy entered into an agreement whereby it would sell certain
assets and license/sell certain technology related to its next-
generation video compression semiconductor product for cash. The
closing of this transaction is subject to certain conditions
beyond the Company's control and there can be no assurance that
the transaction will close. Even if the transaction closes,
additional cash resources may be necessary for the Company to
sustain its operations. The Company does not expect to incur a
loss on this transaction.

In July 2003, the Company announced that Netergy had licensed its
voice over IP Audacity-T2 and T2U semiconductor products and
Veracity software. The customer obtained rights to sell T2 and T2U
based semiconductor products bundled with the Veracity software,
and, in return, will pay Netergy a license fee and royalties for
each T2 and T2U semiconductor it sells.


ANC RENTAL: Deutsche Bank Demands Payment of $5MM Admin. Claim
--------------------------------------------------------------
Deutsche Bank Securities Inc. asks the Court to allow it a
$5,250,000 administrative expense claim and direct ANC Rental
Corp., to satisfy the Claim.

Before entering into the Purchase Agreement with Cerberus, ANC
and Deutsche Bank were parties to a series of postpetition
securitization transactions, which were approved by various Court
orders, including:

   1. An April 4, 2002 Order, amended on June 28, 2002 and
      June 20, 2003, authorizing the Debtors to:

      a. enter into New Master Lease Agreements and Related
         Operating Leases;

      b. guarantee the obligations of each Lessee under the New
         Master Lease Agreements;

      c. pay certain fees associated with the Transaction; and
   
      d. enter into other agreements and documents necessary to
         consummate the Transaction;

   2. An August 23, 2002 Order approving Amendment of Term Sheet
      with Deutsche Bank relating to the issuance of Medium Term
      Notes; and

   3. A May 7, 2003 Order authorizing, inter alia, an increase in
      the medium term note notional amount.

Deutsche Bank and the Debtors also entered into a March 29, 2002
engagement letter, which was approved by the Court.  The Letter
Agreement, among other things, enabled the Debtors to obtain
vital funding from Deutsche Bank through the securitization
transactions and benefit from Deutsche Bank's expertise in
structuring and placing rental car fleet securitizations.

The postpetition Letter Agreement approved by the Court provided
that in the event "the Company elects to terminate [the Letter]
Agreement for any reason, then the Company shall promptly pay
[Deutsche Bank] 50% of the MTN Notional Amount."  A May 2003
Order provides, in part, that the MTN Notional Amount is
$1,050,000,000.

Richard H. Cross, Jr., Esq., in Wilmington, Delaware, relates
that the approval of the Purchase Agreement and the sale of the
Debtors' business resulted in the termination of the Letter
Agreement, since under the circumstances of the sale the Debtors
will not be able to enter into any additional securitization
transactions with Deutsche Bank.  Therefore, the Debtors are
obligated to pay Deutsche Bank the Termination Fee as a
postpetition, administrative expense of the Debtors and their
estate.  The Termination Fee, expressed as 50% of the MTN
Notional Amount, equals $5,250,000.

Mr. Cross further relates that despite taking and receiving the
full benefit from the Letter Agreement and related transactions,
the Debtors have not promptly paid the Termination Fee as
required under the Letter Agreement or made any indication that
payment would be forthcoming.  The Debtors' obligation on account
of the Termination Fees under the Letter Agreement constitutes an
administrative expense of a kind specified in Section 503(b) of
the Bankruptcy Code.

                       Liberty Objects

Liberty Mutual Insurance Company is a secured, superpriority
administrative creditor of the Debtors, with either first or
subordinated liens and security interests in all of the Debtors'
assets.  Liberty is also entitled to liens and superpriority
administrative expense claims in connection with its rights under
the various cash collateral orders authorized by the Court.  The
Liberty Liens secure obligations to Liberty, which arise under
numerous agreements, Court orders and by operation of law; and
were granted to Liberty in conjunction with Liberty's agreement,
subject to certain conditions, to continue to provide essential
surety bonds to the Debtors.

As the Debtors have repeatedly acknowledged, Liberty's bonding
has been and continues to be critical to these Chapter 11 cases.  
In exchange for the Liberty Liens and certain other rights and
protections granted to Liberty pursuant to the Liberty Orders,
Liberty has been providing the Debtors with a continuing source
of essential bonding, without which the Debtors would have had to
have discontinued their operations, and the realizable value of
the assets of the Debtors' business would be significantly
reduced.

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, argues that to grant Deutsche Bank's
request, the Court would have to ignore its prior orders in order
to permit Deutsche Bank to receive payment on account of its
alleged administrative claim, which is subordinate in priority to
the allowed secured and superpriority administrative expense
claim of Liberty and other parties.  The request should be
denied, without prejudice, until the secured and senior in
priority claims of Liberty and others, as authorized by prior
Court orders, have been indefeasibly satisfied in full.

Deutsche Bank contends that its right to an administrative
priority claim arises out of the "April 2002 Order" and that
certain "Letter Agreement" dated March 29, 2002, which Deutsche
Bank asserts was approved by the Court in the April 2002 Order.

Mr. Rosner points out that the April 4, 2002 Order, was entered
based on the certification of counsel dated April 1, 2002.  In
the Certification of Counsel, the Court is advised, among other
things, that the Debtors had filed a request on March 8, 2002 to
enter into certain secured financing arrangements with Deutsche
Bank, or related entities.  But the "Term Sheets" in the proposed
financing were not provided until the Certification of Counsel
was filed on April 1, 2003.

The Debtors disclosed only that there "is a termination fee that
will be payable if the agreement is terminated prior the closing
of the 2002-1VFN note".  The Term Sheets, filed with the April 1,
2003 Certification of Counsel do not appear to mention a
termination fee.  The only mention of a termination fee is in an
unsigned draft letter agreement filed with the April
Certification of Counsel and identified as the "Exhibit Draft
Letter to ANC Treasurer from Deutsche Bank", which is dated
March 28, 2002, but was not executed.  This appears to be similar
to the unsigned "Letter Agreement" dated March 29, 2002, which
Deutsche Bank filed together with its request.

The Certification of Counsel goes on to advise that a hearing on
the proposed financing was conducted on March 27, 2002, at which
hearing the Debtors advised the Court "that they were in
negotiations with another potential lender and anticipated
reaching agreement with either Deutsche Bank or the other lender
and would submit an agreed order approving the Financing Motion".  
Mr. Rosner relates that, contrary to Deutsche Bank's statement
that the "Letter Agreement" was approved by the Court in the
April 2002 Order, there is no provision of the April 2002 Order
that specifically authorizes or approves the terms of the Letter
Agreement, including the payment of a $5,250,000 "Termination
Fee" as an administrative expense.

Deutsche Bank also made reference to a subsequent order dated
June 28, 2002, which "amended and supplemented" the terms of the
transaction approved pursuant to the April 2002 Order.  These
amendments specifically addressed the fees to which Deutsche Bank
would be entitled.  However, Mr. Rosner maintains, there is no
mention in the June Order of any entitlement by Deutsche Bank to
a termination fee.  In any event, Liberty is not aware of any
agreement or order that permits or directs payment of the fee on
a superpriority basis, or that would effectively permit a priming
of creditors holding security interests in the assets of the
Debtor's estate, and superpriority administrative claims. (ANC
Rental Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


APARTMENT INVESTMENT: Reports August 2003 Net Rental Income
-----------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV) announced
Net Rental Income for its "Same Store" portfolio for the month of
August 2003.  

"Same Store" properties include 601 communities with a total of
167,863 units in which Aimco has a weighted average ownership of
82.4%.  "Same Store" properties had average occupancy of 93.5%,
average rent per unit of $703 and NRI of $90.9 million.  The
August "Same Store" portfolio had a net reduction of five
properties, with an aggregate of 1,237 units, compared with July.  
NRI is an operating measure calculated as the product of rental
units multiplied by occupancy multiplied by average rent per unit.  
Concessions are considered in calculating average monthly rents.


                           Same Store Portfolio
                                Average Rent

                  Occupancy            per Unit          NRI ($mm)
                  ---------            --------          ---------
     2002
     April           93.9%                 $714             92.8
     May             93.3%                  723             93.3
     June            93.3%                  717             92.4
     July            92.9%                  713             91.6
     August          93.9%                  710             92.2
     September       93.4%                  705             91.1
     October         92.2%                  711             90.7
     November        91.3%                  713             90.0
     December        90.4%                  714             89.3

       2003
     January         90.1%                  715             89.1
     February        90.4%                  708             88.6
     March           91.3%                  698             88.1
     April           92.3%                  700             89.4
     May             92.9%                  699             89.8
     June            92.7%                  701             90.0
     July            92.7%                  699             89.6
     August          93.5%                  703             90.9

The "Same Store" portfolio represents conventional communities in
which Aimco's ownership exceeds 10% and that have reached a
stabilized level of occupancy during both the current and
comparable prior year period.  The composition of this portfolio
may change each month with additions from properties held for more
than one year and subtractions from properties sold or withdrawn
for redevelopment.  To ensure comparability, the information for
all periods shown is based on current period ownership.  The 11
properties acquired in New England in August 2002 are not part of
the "Same Store" portfolio.  These properties had occupancy of
95.6% and average rent per unit of $1,138 in August 2003 compared
with 95.5% and $1,131, respectively, in July 2003.

Aimco (S&P, BB+ Corporate Credit Rating, Stable) is a real estate
investment trust headquartered in Denver, Colorado owning and
operating a geographically diversified portfolio of apartment
communities through 19 regional operating centers.  Aimco, through
its subsidiaries, operates approximately 1,760 properties,
including approximately 313,000 apartment units, and serves
approximately one million residents each year.  Aimco's properties
are located in 47 states, the District of Columbia and Puerto
Rico.  Aimco common stock is included in the S&P 500.


ARMSTRONG: AWI Selling Excess Lancaster Land to Wolf for $1.5MM
---------------------------------------------------------------
Armstrong World Industries, Inc. owns 14.3 acres of land located
in the City of Lancaster, Lancaster County, Pennsylvania.  Rebecca
L. Booth, Esq., at Richards Layton & Finger, in Wilmington,
Delaware, explains that AWI bought this property in 1924 with the
original intention of expanding its Lancaster plant.  AWI wants to
sell its property located on the opposite side of railroad tracks
that run across the north end of the Lancaster Plant.  Although a
small portion of the Property is used as a parking lot for
Lancaster Plant employees, the remainder of the Property is not in
use.

                        No Use for Property

Since the commencement of its Chapter 11 case, AWI has been
considering its long-term strategy with regard to the Lancaster
Plant, including whether it intends to expand or make improvements
to that facility.  As a result of this analysis AWI has determined
that it has no future need for the Property.  Specifically, AWI
has concluded that, because the Property is located on the
opposite side of railroad tracks that run across the north end of
the Lancaster Plant, the Property is located in an area that is of
no value to AWI even if it ultimately decides to expand the
Lancaster Plant.  AWI also has concluded that selling the Property
may help offset the cost of any future improvements to the
Lancaster Plant.

                           Limited Use

AWI believes that there is a limited market for the Property
because it is situated in an industrial area and zoned only for
industrial use.  Notwithstanding that there has been a substantial
amount of industrial acreage on the market in Lancaster County,
very little industrial property has sold in the past several
years.  The Lancaster County market for industrial property has
been depressed, in part because neighboring counties have
substantially better access to highways and because those counties
have promoted industrial growth more effectively than Lancaster
County.

In March, AWI invited three prospective brokers, including CB
Richard Ellis, to provide AWI with marketing proposals for the
Property.  Each of the prospective brokers advised AWI that
comparable properties in the Lancaster area have sold for between
$60,000 to $80,000 per acre.  In addition, two of the three
brokers, including CB Richard Ellis, indicated that they had
clients, which might be interested in purchasing the Property.

Although the first prospective purchaser expressed serious
interest in the Property, AWI did not enter into a transaction
with this party because AWI received a better price and better
terms from The Wolf Group.  Accordingly, AWI seeks the Court's
authority to sell the Property to The Wolf Group for $1,500,000,
free and clear of liens, claims and encumbrances, and to pay a
commission of 5% to CB Richard Ellis, the real estate broker.

                        The Sale Terms

   * Purchase Price:  $1,500,000, or approximately
     $104,000 per acre, payable by The Wolf Group:

     (a) $75,000 to be paid as a deposit at the time
         AWI executes the Sale Agreement;

     (b) $75,000 to be paid as a deposit upon The Wolf
         Group's completion of due diligence on the
         Property; and

     (c) the balance to be paid by The Wolf Group to
         AWI at closing.

   * Broker as Escrow Agent.  All deposits paid by The Wolf
     Group will be paid to the Broker, who will retain those
     funds in an escrow account until consummation or
     termination of the Sale Agreement in conformity with
     all applicable laws and regulations. In the event of a
     dispute over entitlement to deposit funds, the Broker
     will retain the funds in escrow until the dispute is
     resolved.

   * Closing.  The Closing will take place on or before
     October 10, 2003, or 30 days after the completion of
     certain items set forth on an addendum to the Sale
     Agreement, including:

     (a) Necessary Approvals. The parties' obligations
         under the Sale Agreement are contingent upon
         AWI's receipt of Bankruptcy Court approval of
         the transactions contemplated by the Sale
         Agreement within 60 days of the full
         execution of the Sale Agreement; and

     (b) Due Diligence Period. The Wolf Group will have 60
         days from the date of Bankruptcy Court approval
         of the transactions contemplated by the Sale
         Agreement to:

            (i) perform evaluations, inspections, and
                a title search of the Property; and

           (ii) review the survey of the Property and
                reports and information provided by AWI
                with respect to the Property.  The Wolf
                Group must provide AWI with written notice
                of any defects discovered during the Due
                Diligence Period.  AWI will have 30 days
                to correct any stated defects.  If AWI
                does not or cannot correct the defect,
                The Wolf Group may accept the defect or
                terminate the Sale Agreement upon written
                notice given to AWI before the expiration
                of the Due Diligence Period.

   * Parking Area Lease.  The Sale Agreement provides that
     AWI has the right to lease an asphalt area at the rear
     of the Property that currently is being used as a
     parking area for AWI's employees at the Lancaster Plant,
     and a propane tank area located on the Property, from
     The Wolf Group for $1 per year for a three-year term.  
     The parties' obligations under the Sale Agreement are
     contingent upon the parties' agreement on the terms of
     the Parking Area Lease within 30 days following the
     date of the Addendum.  Prior to the termination of the
     Parking Area Lease, AWI will remove the propane tanks
     located on the Property at its own expense. AWI
     estimates that the cost of that removal will be
     approximately $150,000.

   * Fuel Storage Tank Removal and Remediation.  Within 10
     days following the execution of the Sale Agreement,
     AWI will provide The Wolf Group with copies of all
     material information in AWI's possession concerning the
     removal of three above-ground storage tanks and the
     environmental remediation and cleanup associated with
     the tank removal.  If the Pennsylvania Department of
     Environmental Protection requires AWI to perform
     additional remediation or testing at the Property, The
     Wolf Group will provide AWI and its agents and
     contractors with reasonable access to the Property to
     complete remediation and clean-up.

   * Easements.  At the closing, AWI will reserve easements
     on the Property to maintain, repair, and replace
     existing utility facilities located on and under the
     Property and which serve AWI's adjoining properties.
     The location and term of the easements will be
     determined during the Due Diligence Period.  If the
     parties cannot agree on the location and term of the
     easements, either party may terminate the Sale
     Agreement prior to the expiration of the Due Diligence
     Period.

   * "As Is, Where Is" Sale.  The Wolf Group is purchasing
     the Property "as is, where is" in its present condition
     and with all faults and, except as specifically set
     forth in the Sale Agreement, AWI makes no further
     representations or warranties with respect to the
     Property, whether express or implied.  The Wolf Group
     will have the Property independently inspected and will
     rely fully on that inspection.  The Wolf Group assumes
     the risk of all matters relating to conditions on the
     Property and, except as specifically set forth in the
     Sale Agreement, upon closing, releases AWI from any and
     all claims, damages, losses, and causes of action with
     respect to any condition, including, without limitation,
     physical and environmental conditions of the Property.

   * Release.  The Wolf Group agrees to release, quit claim,
     and forever discharge AWI, all brokers, their licensees,
     employees, any other officer or partner of any one of
     them, and any other person, firm or corporation that
     may be liable by or through them, from any and all
     claims, demands or losses -- including, but not limited
     to, personal injuries and property damage and all of
     the consequences that may arise from the presence of
     environmental hazards, any deficiencies in the
     Property's on-site water, service system, or any
     defects or conditions in the Property.  The Release
     will survive after closing.

   * Public System Contingency.  The sale is contingent upon
     The Wolf Group obtaining municipal approval for the
     connection of the Property to a sewage disposal system
     within 60 days of the parties' execution of the Sale
     Agreement or, if The Wolf Group is unable to obtain such
     approval, The Wolf Group's agreement to accept the
     Property "as-is" and agree to the Release.  If The Wolf
     Group does not agree to accept the Property "as-is" and
     the Release, The Wolf Group may terminate the Sale
     Agreement and is entitled to a return of all deposits
     paid under the Sale Agreement.

   * Connection to Off-Property Water Source Contingency.
     The sale is contingent upon The Wolf Group's
     determination that the terms of connecting the Property
     to an off-Property water source are acceptable to The
     Wolf Group or, if the terms are not acceptable to The
     Wolf Group, The Wolf Group's agreement to accept the
     Property "as-is" and to the Release.  If The Wolf Group
     does not agree to accept the Property "as-is" and the
     Release, The Wolf Group may terminate the Sale Agreement
     and is entitled to a return of all deposits paid under
     the Sale Agreement.

   * Environmental Audit/Inspection Contingency.  The sale is
     contingent upon the completion, to The Wolf Group's
     satisfaction, of certain environmental audits and
     inspections by a licensed or otherwise qualified
     professional within 60 days of the parties' execution
     of the Sale Agreement or, if The Wolf Group is not
     satisfied with the information contained in any written
     reports it receives as a result of such audits or
     inspections, The Wolf Group's agreement to accept the
     Property with the information stated in the reports and
     agree to the Release.  If The Wolf Group does not agree
     to accept the Property with the information stated in
     the reports and the Release, The Wolf Group may
     terminate the Sale Agreement and is entitled to a
     return of all deposits paid under the Sale Agreement.

   * Maintenance.  Until the Closing, AWI will maintain the
     Property, grounds, and fixtures in their present
     condition, normal wear and tear excepted.  If, prior to
     the Closing, any system or appliance included in the
     sale of the Property fails and AWI does not repair or
     replace the item, The Wolf Group may choose to:

     (a) accept the Property and agree to the Release; or

     (b) terminate the Sale Agreement, in which case The
         Wolf Group is entitled to a return of all deposits
         paid under the Sale Agreement.

   * Broker's Commission.  The Sale Agreement provides that
     AWI will pay the Broker a sales commission equal to 5%
     of the Purchase Price.

   * Default.  If The Wolf Group (a) fails to make all of
     the payments due under the Sale Agreement; (b)
     furnishes false or incomplete information to AWI or
     the Broker concerning The Wolf Group's legal or
     financial status; or (c) violates or fails to fulfill
     and perform any other term of the Sale Agreement, AWI
     may elect to retain all sums paid by The Wolf Group,
     including all deposits, as liquidated damages.  If AWI
     so elects, both AWI and The Wolf Group will be released
     from further liability or obligation under the Sale
     Agreement, and the Sale Agreement will be void.

                    The Sale Should Be Approved

Ms. Booth points out that the Sale Agreement provides for
favorable terms for the sale of surplus property that has been
sitting idle and unused in AWI's business.  AWI's management has
decided that, after holding the Property for possible expansion
for 80 years, the Property is not located in an area that is
valuable to AWI for that purpose.  The Sale Agreement represents
the highest and best offer that AWI has received to date.  The
Wolf Group is creditworthy and possesses the financial resources
to close the sale.  For these reasons, the sale should be approved
without any requirement for bidding periods or an auction.
(Armstrong Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ARMSTRONG WORLDWIDE: November 24 Fixed as Admin. Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware schedules
November 24, 2003, as the deadline by which all creditors of
Armstrong World Industries, Inc., asserting certain types of
administrative expense claims arising under Section 503(b)(1) of
the Bankruptcy Code must be filed.  All proof of claims, to be
considered timely-filed must be received on or before 5:00 p.m. of
the Bar Date by:

       i) if by hand delivery:
          Trumbull Services, LLC
          4 Griffin Road North
          Windsor, Connecticut 06095
          Attn: Armstrong World Industries, Inc.; or

      ii) if by mail:
          Trumbull Services LLC
          PO Box 1117
          Windsor, Connecticut 06095
          Attn: Armstrong World Industries, Inc.

The Administrative Expense Bar Date applies to claims that:

  a) arose after December 6, 2000;

  b) qualify as an administrative expense under Section
     503(b)(1) of the Bankruptcy Code;

  c) fall within any of these six categories:

       i) representing personal injury, property damage, or
          other tort claims, excluding asbestos claims;

      ii) arising for breach of obligation -- contractual,           
          statutory or otherwise, including any environmental
          liability;

     iii) amounts incurred by Debtor after December 6, 2003 in
          the ordinary course of business if payment is overdue
          by 60 days;

      iv) incurred by Debtor outside the ordinary course of
          business terms;

       v) would not ordinarily be reflected as payable on the
          Debtor's books and records or as liability on the
          Debtor's financial statements; or

      vi) representing an employee claim against Debtor other
          than:

          -- a claim for wages, benefits, pension or retirement
             benefits or expense reimbursement by an employee
             employed by Debtor as of the Administrative Expense
             Bar Date; or

          -- a grievance claim under any collective bargaining
             agreement.

Armstrong World Industries makes interior finishing building
materials such as floor coverings and acoustical ceiling and grid
systems. The Company filed for protection from its creditors on
Dec 6, 2000 (Bankr. Del. Case No. 00-04471).  Mark D. Collins,
Esq., at Richards, Layton & Finger represents the Debtors in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $4,032,200,000 in assets and
$3,296,900,000 in liabilities.


ASSET SECURITIZATION: S&P Drops Class A-5, A-6 Note Ratings to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class A-
1E of Asset Securitization Corp.'s commercial mortgage pass-
through certificates series 1997-D5 and placed it on CreditWatch
negative. Concurrently, the ratings on classes A-2, A-3, and A-4
are lowered and remain on CreditWatch negative. At the same time,
the ratings on classes A-5 and A-6 are lowered to 'D' and
removed from CreditWatch. In addition, the ratings on classes A-
1A, A-1B, A-1C, and A-1D are placed on CreditWatch negative.

The rating actions are due to significant interest shortfalls that
will primarily result from the master servicer's (GMAC Commercial
Mortgage Corp., successor to CapMark Services L.P.) recovery of
non-recoverable advances related to the Doctor's Hospital loan.
The non-recoverable advance, totaling $6.387 million, is expected
to be recovered from the trust over the next three or four months,
starting with the September 2003 distribution. Classes up to and
including A-1E will experience interest shortfalls. The NRAs had
accumulated over the past three years, during which time the loan
has been delinquent.

The NRA was evidenced by an Officer's Certificate from GMACCM
dated Sept. 2, 2003. In the certificate, GMACCM states that it
recognizes information and analysis provided by ORIX Capital
Markets LLC, the special servicer, stating that the valuation of
Doctor's Hospital is significantly lower than the most recent
Member Appraisal Institute appraisal from November 2002, which
valued the property at $7.3 million. ORIX's estimated valuations
from August 2003 ranged from negative value to less than $1
million, after factoring in environmental remediation costs,
demolition costs, and the potential redevelopment of the property.

Doctor's Hospital, located in Hyde Park, a suburb of Chicago,
Illinois, closed in April 2000 after the borrower declared
bankruptcy. The loan has been delinquent since July 2000. It
remains embroiled in litigation following a suit filed against
both the depositor and loan seller in November 2000, which cited a
breach of contract for failure to repurchase the loan. The suit
stems from allegations made by Lend Lease Asset Management (Lend
Lease), the special servicer at that time (which has since been
replaced by ORIX), that the loan is not a qualified mortgage loan
because of issues related to collateral valuation at issuance, and
has asked the depositor to repurchase the loan. For the July 2003
distribution, such litigation costs were largely responsible for
the large interest shortfalls resulting in the placement of the
ratings on the A-2 to A-6 classes on CreditWatch negative on
July 11, 2003. ORIX estimates that the ongoing litigation costs,
which will be funded from the trust collection account on a
monthly basis, will range on average of $450,000 to $500,000 per
month, which will delay repayment of outstanding shortfalls.

The ratings on all classes that are on CreditWatch negative will
remain there at least until they are repaid past due interest in
full, or in the case of the A-1A to A1-E, until GMACCM's NRA is
recovered. Classes A-2 and A-3 will be repaid sometime in early-
to mid-2004; and class A-4 will be repaid in early 2005. Classes
A-5 and A-6 are not expected to be repaid for a number of years,
resulting in the lowering of their ratings to 'D'. Standard &
Poor's will continue to monitor the performance of the
transaction, the ongoing litigation, and the repayment of the
interest shortfalls. Further shortfalls or prolonged repayment of
shortfalls could result in further negative rating actions.
    
                 RATINGS PLACED ON CREDITWATCH
   
                        Rating
        Class    To               From            Credit Support
        A-1A     AAA/Watch Neg    AAA                     29.92%
        A-1B     AAA/Watch Neg    AAA                     29.92%
        A-1C     AAA/Watch Neg    AAA                     29.92%
        A-1D     AAA/Watch Neg    AAA                     29.92%
   
          RATING LOWERED AND PLACED ON CREDITWATCH
    
                Asset Securitization Corp.
     Commercial mortgage pass-thru certs series 1997-D5
    
                       Rating
        Class    To               From             Credit Support
        A-1E     AA-/Watch Neg    AA+                      26.65%
    
          RATINGS LOWERED AND REMAIN ON CREDITWATCH
   
                Asset Securitization Corp.
     Commercial mortgage pass-thru certs series 1997-D5
   
                       Rating
        Class    To               From             Credit Support
        A-2      BBB/Watch Neg    A+/Watch Neg             21.19%
        A-3      BBB-/Watch Neg   A-/Watch Neg             17.92%
        A-4      B/Watch Neg      BBB+/Watch Neg           16.28%
    
             RATINGS LOWERED AND OFF CREDITWATCH
   
                Asset Securitization Corp.
       Commercial mortgage pass-thru certs series 1997-D5
    
                    Rating
        Class    To          From             Credit Support
        A-5      D           BBB/Watch Neg            13.83%
        A-6      D           BBB-/Watch Neg           11.10%


ATLANTIC COAST AIRLINES: UAL Pact Prompts S&P to Affirm Ratings
---------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its ratings on
Atlantic Coast Airlines Holdings Inc., including the 'B-'
corporate credit rating, and removed them from CreditWatch, where
they were placed March 18, 2003. The outlook is negative.

"The ratings affirmation is based on the agreement the company
recently reached with United Air Lines Inc., its major airline
partner, regarding 2003 fee-per-departure rates," said Standard &
Poor's credit analyst Betsy Snyder. "While the agreement
eliminates uncertainty regarding how much Atlantic Coast will be
paid by United over the near term, ratings on Atlantic Coast
reflect the significant risks associated with its plan to end its
relationship with United when that airline exits bankruptcy, and
instead become a low-fare regional airline based at Washington
Dulles Airport," the credit analyst continued.

The ratings reflect Atlantic Coast Airlines Holdings Inc.'s
relatively small size within the high-risk U.S. airline industry
and substantial operating lease burden, mitigated to some extent
by revenue stability that has been provided by fee-per-departure
contracts with major airline partners. Atlantic Coast currently
operates two regional airlines that offer feeder service for both
United and Delta, primarily along the East Coast and in the
Midwest and Canada, under fee-per-departure agreements.

Fee-per-departure flying enables both United and Delta to take
full control of the seats Atlantic Coast flies for them as well as
responsibility for all risks, including fuel and the sale of
seats. These agreements reduce operating and financial risks for a
regional airline in periods of economic weakness, resulting in
more stable earnings and cash flow. United and Delta have both
reduced capacity in their main line operations since 2001, some of
which has been replaced through their feeder partners. As a
result, Atlantic Coast's operations have continued to grow even in
the current adverse airline environment. In addition, Atlantic
Coast, with its hub located at Dulles Airport outside Washington,
D.C., has benefited from reduced flying levels at Washington's
Reagan Airport, as well as the reduction of service from some
competitors, such as US Airways Inc.

The transition to a low-fare independent airline from a regional
feeder airline for a large network carrier would entail
significant risks. While the company does benefit from its large
market presence at Dulles, where there is presently no low-fare
competition, it could find itself competing against other low-fare
carriers at relatively nearby airports (e.g., Southwest Airlines
Co. at Baltimore), and potential replacement United Express
partners at Dulles. In addition, there will be less stability in
the company's revenues and cash flow than it enjoyed under the
fee-per-departure agreement it had with United. Under bankruptcy
rules, United has the option to assume the existing fee-per-
departure agreement with Atlantic Coast by agreeing to honor all
terms in full or to reject the agreement. Atlantic Coast expects
United to reject those terms, when it emerges from bankruptcy in
the first half of 2004. Atlantic Coast expects to maintain its
relationship as a Delta Connection partner under its new strategy.

Atlantic Coast's planned transition to an independent low-fare
airline entails significant risks. Failure to execute the new
strategy successfully could result in a ratings downgrade.


BIG CITY: Sells Last Remaining Radio Station to Grundy County
-------------------------------------------------------------
Big City Radio, Inc. (Amex:YFM) has entered into a definitive
asset purchase agreement to sell its last remaining radio station,
WYXX-FM, Morris, Illinois to Grundy County Broadcasters, Inc. for
$426,000 of cash. The transaction is subject to closing
conditions, including the initial grant of approval by the FCC.

The sale of Morris, Illinois station is being undertaken in
accordance with Big City Radio's previously announced auction of
all of its radio stations and its recent announcement of the
adoption by its board of directors of a plan of complete
liquidation and dissolution.

                         *      *      *

In its most recent Form 10-Q filed with Securities and Exchange
Commission, Big City Radio reported:

"[E]vents of default exist under the Indenture governing Big City
Radio's Notes and Big City Radio entered into a Forbearance
Agreement with the holders of approximately $128 million principal
amount at maturity of the Notes, although the Forbearance
Agreement did not prevent the trustee under the Indenture or note-
holders that were not parties to the Forbearance Agreement from
pursuing remedies under the Indenture.

"Since its inception, Big City Radio incurred substantial net
operating losses primarily due to broadcast cash flow deficits
associated with the start up of its radio station operations.
During the quarter ended June 30, 2003, the Company completed
three of four planned asset sale transactions, and also amended
the fourth transaction to sell certain non-license assets. As a
result of these transactions, the Company has sold the majority of
its operating assets and now owns only WYXX-FM in Morris,
Illinois. The Company remains a party to some contracts formerly
used in the operations of the sold radio stations which were not
assumed by the purchasers of its radio properties. The Company
does not expect to incur material obligations under these
contracts. As a further result of the completed asset sales and
the realized and unrealized gains in the Entravision Class A
common stock since April 16, 2003, the date the Entravision
transaction was completed, the Company has reported a total
estimated tax provision for Federal and State taxes  of
approximately $10 million. This total provision was estimated
assuming the liquidation of the Entravision Class A common stock
at its closing price on June 30, 2003. The Company has contractual
liabilities to management under employment arrangements estimated
as approximately $2.2 million. As a result, Big City expects to
generate net operating losses for the foreseeable future.

"Prior to completion of the asset sales described above, Big City
Radio met its working capital needs primarily through borrowings,
including loans from Big City Radio's principal stockholders,
Stuart and Anita Subotnick, loans under credit facilities, and
proceeds from the issuance of the senior notes in March 1998. From
October 31, 2001 to the completion of the asset sales, Big City
Radio has met its working capital needs primarily from the
proceeds of the sale of Big City Radio's Phoenix radio stations
which it completed on that date.

"The Company failed to make the semi-annual interest payment of
$9,800,000 due on the senior notes on September 15, 2002. Big City
Radio's cash resources were insufficient to enable Big City Radio
to make the semi-annual interest payment within the 30-day grace
period provided under the indenture. The grace period expired on
October 15, 2002, thereby resulting in an additional event of
default under the indenture. On October 17, 2002, pursuant to the
indenture, holders of the senior notes delivered an acceleration
notice to Big City Radio declaring the principal and interest on
all of the senior notes to be immediately due and payable.

"In light of these developments, the Company evaluated its
strategic alternatives and the most efficient use of its capital.
On November 4, 2002, Big City Radio announced it had retained
Jorgenson Broadcast Brokerage to market and conduct an auction
sale of all of Big City Radio's radio stations.

"On November 13, 2002, Big City Radio, and the holders of
approximately $128,000,000 in principal amount of the senior notes
acting through an ad hoc committee of noteholders, entered into a
forbearance agreement. Under the forbearance agreement, the
signatory noteholders agreed to forebear, through January 31, 2003
(later extended to March 31, 2003 and subsequently to April 30,
2003), from taking, initiating or continuing any action to enforce
the Company's payment obligations under the senior notes,
including, without limitation, any involuntary bankruptcy filing
against the Company, or against any property, officers, directors,
employees or agents of the Company to collect on or enforce
payment of any indebtedness or obligations, or to otherwise assert
any claims or causes of action seeking payment under the senior
notes, in each case arising under or relating to the payment
default or the default arising from the failure to make the
required offer to repurchase senior notes or other existing
defaults known to the signatory noteholders as of November 13,
2002. Under the forbearance agreement, the Company agreed to
conduct the auction of its radio stations in a good faith manner
designed to sell the assets as soon as practicable for net cash
consideration in an amount at least sufficient to pay all
principal of, and accrued and unpaid interest on, the senior
notes. If the signatory noteholders reasonably believed that the
Company was not conducting the auction process in good faith or
was not operating or managing the business and financial affairs
of the Company in good faith in the ordinary course and consistent
with past practices, they could have notified the Company in
writing and could have elected to terminate the forbearance
agreement. The Company further agreed not to pay, discharge or
satisfy any liability or obligation except for obligations
reflected on the Company's balance sheet as of December 31, 2001
or incurred in the ordinary course since that date which were
paid, discharged or satisfied for fair and equivalent valued in
the ordinary course of business and consistent with past
practices. The forbearance agreement did not prevent the trustee
under the indenture or noteholders that are not parties to the
forbearance agreement from pursuing remedies under the indenture.

"Big City Radio and the noteholders executed an amendment to the
forbearance agreement as of January 14, 2003, in which the
expiration date of the forbearance period was extended from
January 31, 2003 through and including March 31, 2003. The
forbearance agreement was further amended to provide that:

- Big City Radio would pay the noteholders the net cash proceeds
  of any asset sale within five business days after the completion
  of such asset sale, until such time as the noteholders had
  received cash in an amount equal to all principal of, and
  accrued and unpaid interest on, the senior notes;

- the forbearance agreement could be terminated by either Big City
  Radio or the ad hoc committee upon written notice if:

- any party to the forbearance agreement failed to perform any of
  its obligations, or breached any of its representations,
  covenants or warranties, under the forbearance agreement,

- Big City Radio or any party to any asset purchase agreement for
  any asset sale which Big City Radio had publicly announced on or
  before January 6, 2003 breached any representation, warranty or
  covenant in such asset purchase agreement, and did not cure such
  breach within ten days, or

- one or more of the asset purchase agreements was terminated or
  modified in any material respect; and

- Big City Radio was required to immediately notify the ad hoc
  committee by written notice of:

- any breach by Big City Radio of the forbearance agreement,

- any breach by Big City Radio or any other party of any of the
  foregoing asset purchase agreements, whether or not such breach
  was curable, and

- any termination by Big City Radio or any other party thereto of
  any such asset purchase agreements.

"In addition, the forbearance agreement provided that it would
automatically terminate upon the filing of a voluntary or
involuntary petition under the insolvency or bankruptcy laws of
the United States or any state with respect to Big City Radio,
except that, upon the filing of an involuntary bankruptcy petition
by unaffiliated, arm's length creditors, Big City Radio would have
a period of ten days to obtain the dismissal or withdrawal of such
a petition before the forbearance agreement terminated as a result
of the filing. In March 2003, a second amendment to the
forbearance agreement was signed extending the forbearance period
through and including April 30, 2003. Although Big City Radio and
the signatory noteholders discussed a further extension of the
forbearance period, no such extension was executed.  Accordingly,
if any amounts remain to be paid under the Indenture governing the
Notes, the signatory noteholders are presently able to exercise
any and all remedies under the Indenture governing the Notes.

"Between December 23, 2002 and January 2, 2003, Big City Radio
signed asset purchase agreements to sell eleven of the twelve FCC
radio stations that it owned. In May 2003, the parties amended the
HBC asset purchase agreement permitting the transfer of non-
license assets in exchange for an initial payment of $29.875
million with a second and final payment of $3.0 million to be made
upon the transfer of the FCC license, which transfer was effected
and which payment was received on July 18, 2003. Following the
completion of these four asset purchase agreements, the Company
has received gross cash proceeds of approximately $197.9 million
and 3,766,478 shares of Entravision's Class A Common Stock. Under
the senior notes forbearance agreement described above, Big City
Radio is obligated to apply the net proceeds of the asset sales
first to pay the principal amount of the senior notes and all
accrued and unpaid interest thereon through the date of such
payment. The Company has paid the trustee for the bondholders
approximately $195.4 million. The Company is holding discussions
with bondholders and the trustee to determine what additional
amounts, if any, are required to be paid by the Company to the
Trustee for the benefit of the bondholders. These discussions
concern whether interest on interest was due and payable and
whether interest ceased to accrue on the dates on which payments
were made by the Company to the Trustee, or whether interest
continued to accrue until such subsequent dates on which the
Trustee made distributions to the bondholders. Depending on the
outcome of these discussions, the Company could be liable to the
bondholders in an additional amount of up to $1.28 million.  As of
June 30, 2003, the Company has recorded its interest payable
consistent with its assessment of the most likely outcome of this
contingency.

"Big City Radio will apply the net proceeds from the sale of its
sole remaining radio station asset, together with its other
liquidity sources, to pay any remaining principal and interest due
on the Notes and to pay expenses relating to the asset sales,
including employee severance, contractual liabilities to
management under employment arrangements, tax liabilities and
expenses associated with termination of contracts not assumed by
the buyers, as well as trade payables and other operating
expenses.

"If Big City Radio sells its sole remaining radio station, it will
have disposed of all of its operating properties. Its principal
sources of liquidity will then consist of cash on hand, amounts
earned on the investment of such cash and the shares of
Entravision Stock received in the sale of the Los Angeles radio
stations to Entravision. During the quarter ended June 30, 2003,
Big City Radio commenced a program of selling some of the shares
of Entravision Stock. As of August 1, 2003, Big City Radio had
sold an aggregate of 620,700 shares of Entravision Stock for total
proceeds of $6,815,000. Big City Radio will continue to seek
additional liquidity by selling shares of the Entravision Stock,
although any such sales will be subject to numerous factors
including market conditions and the timing of the Company's future
cash obligations. Big City Radio believes that these liquidity
sources will be sufficient to meet its short-term cash needs.

"The amount and nature of Big City Radio's long-term liquidity
needs will depend on, among other things, a decision by the board
of directors regarding future operations, if any, of Big City
Radio."


CABLEVISION SYSTEMS: Declares Quarterly Preferred Dividends
-----------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) today announced
quarterly dividends on CSC Holdings, Inc.'s three series of
preferred stock:

-- 11-3/4% Series H Redeemable Exchangeable Preferred Stock -
   ($2.9375 per preferred share paid in cash)

-- 11-1/8% Series M Redeemable Exchangeable Preferred Stock -
   ($2.78125 per depositary share paid in cash)

The record date for dividends on the Series H and M Preferred
stock will be September 19, 2003. The payment date will be
October 1, 2003.

-- 10% Series A Exchangeable Participating Preferred Stock - ($25
   per preferred share paid in kind)

The record date for the dividend on the Series A Preferred will be
September 15, 2003. The payment date will be October 1, 2003.

Cablevision Systems Corporation (S&P, BB Corporate Credit Rating,
Negative) is one of the nation's leading entertainment and
telecommunications companies. Its cable television operations
serve 3 million households located in the New York metropolitan
area. The company's advanced telecommunications offerings include
its Lightpath integrated business communications services; its
Optimum-branded high-speed Internet service and iO: Interactive
Optimum, the company's digital television offering. Cablevision's
Rainbow Media Holdings, Inc. operates programming businesses
including AMC, The Independent Film Channel and other national and
regional services. In addition, Rainbow is a 50 percent partner in
Fox Sports Net. Cablevision also owns a controlling interest and
operates Madison Square Garden and its sports teams including the
Knicks and Rangers. The company operates New York's famed Radio
City Music Hall and owns and operates Clearview Cinemas, one of
the tri-state area's leading motion picture exhibition circuits.
Additional information about Cablevision Systems Corporation is
available on the Web at http://www.cablevision.com


CENTERPOINT ENERGY: Fitch Assigns Rating to 7.25% Senior Notes
--------------------------------------------------------------
CenterPoint Energy, Inc.'s $200 million 7.25% senior notes due
2010 are rated 'BBB-' by Fitch Ratings. In addition, Fitch has
assigned a 'BBB' rating to CenterPoint Energy Houston Electric,
LLC's $300 million 5.75% general mortgage bonds, series M, due
2014. The Rating Outlook for both CNP and CEHE is Stable. Net
proceeds from the new issues are expected to ultimately reduce
borrowings under CNP's bank credit facility.

CNP's rating and Outlook incorporate the cash flow stability of
the company's regulated electric and gas distribution businesses,
as well as the progress CNP has made toward restoring its
liquidity position and reducing near-term debt refinancing risk.
CNP's rating also anticipates the successful execution of planned
de-leveraging events including the sale of the company's 81%
interest in Texas Genco Holdings, Inc. in 2004 and the subsequent
recovery of stranded costs as permitted under approved Texas
restructuring legislation. It is currently estimated that CNP will
issue more than $4 billion of securitization bonds in 2005, with
proceeds used to retire a $1.3 billion secured term loan at CEHE,
and bank debt at CNP. Any unexpected new legislation or appeals
which would have the affect of amending the amount and/or delaying
the ultimate timing of stranded cost recovery would be an
unfavorable credit event.

CEHE's rating reflects its status as a second-tier operating
subsidiary of CNP, operating as a pure transmission and
distribution electric utility. Fitch views the rules governing T&D
utilities in Texas as favorable. Specifically, CEHE does not bear
commodity or supply risk, and the responsibility of provider of
last resort has not been retained by CEHE. Given the low-risk
nature of CEHE's operations, key credit protection measures are
expected to remain relatively stable over the near-term. However,
CEHE's debt ratings remain constrained due to high debt leverage
at CNP. In particular, Fitch notes that the Texas regulatory
framework does not provide any general restrictions limiting CNP's
ability to upstream dividends from CEHE.

                          *   *   *

As reported in Troubled Company Reporter's March 5, 2003 edition,
Fitch Ratings affirmed the outstanding credit ratings of
CenterPoint Energy, Inc., and its subsidiaries CenterPoint Energy
Houston Electric LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies remains Negative.

          The following ratings were affirmed by Fitch:

                    CenterPoint Energy, Inc.

        -- Senior unsecured debt 'BBB-';
        -- Unsecured pollution control bonds 'BBB-';
        -- Trust originated preferred securities 'BB+';
        -- Zero premium exchange notes 'BB+'.

              CenterPoint Energy Houston Electric, LLC

        -- First mortgage bonds 'BBB+';
        -- $1.3 billion secured term loan 'BBB'.

               CenterPoint Energy Resources Corp.

        -- Senior unsecured notes and debentures 'BBB';
        -- Convertible preferred securities 'BBB-'.


CHAMPION ENTERPRISES: Initiates Operational Restructuring Plan
--------------------------------------------------------------
Champion Enterprises, Inc. (NYSE: CHB), the nation's leading
housing manufacturer, announced operational restructuring actions
to accelerate its strategy to achieve sustained profitability.
Following a thorough review of Champion's operations that began in
early July, the company is closing four manufacturing facilities
and 35 retail sales centers.

Chairman, President and Chief Executive Officer, Al Koch,
commented, "We are committed to a return to sustained
profitability and believe today's actions, together with our
previously-announced plans to exit consumer financing, are
necessary steps in this strategy. Operating margins for both our
manufacturing and retail segments should improve with the closing
of under performing locations. These decisive steps to size
operations to lower industry demand are required in light of
continued tough market conditions. We also believe they will
position the company with substantial operating leverage if and
when the market improves, particularly with nine idle facilities
that could be re-opened as opportunities arise."

As a result of these actions, the company expects to record
estimated pretax restructuring charges of $35 million, including
non-cash asset impairment charges and other non-cash items of $26
million, primarily in its third quarter ending September 27, 2003.
These restructuring charges consist of $22 million for
manufacturing, $7 million for retail and $6 million for the
previously-announced closing of HomePride Finance Corp. In
addition to the restructuring charges, the company expects to
record pretax non-cash goodwill impairment charges of
approximately $39 million. An estimated 1,000 employees will be
affected by these closings.

"Only approximately $9 million of the total restructuring charges
will result in cash outlays. When combined with anticipated
proceeds from inventory liquidations and payments to extinguish
certain liabilities, no net cash outflows from restructuring
actions are expected. Cash flows remain an important focus as we
manage through this down cycle," Koch said.

                         Operations

Manufacturing -- Champion expects to close four homebuilding
facilities and relocate production at one additional plant to an
idle facility to improve profitability, increase capacity
utilization and reduce its cost structure. The closed facilities
are located in Georgia, Kentucky, North Carolina and Texas.
Manufacturing restructuring charges to be recorded primarily in
the third quarter consist of non-cash asset impairments of
approximately $16 million and other closing costs of an estimated
$6 million. Following today's announced closings, the company will
operate 30 homebuilding facilities in 14 states and two Canadian
provinces.

Retail -- Retail restructuring costs, excluding goodwill
impairments of approximately $35 million, total an estimated $7
million, which consists of non-cash asset impairments of $5
million and lease termination and other costs of $2 million. The
company expects to generate net cash of approximately $7 million
from new home inventory liquidations and to reduce overhead
expenses in this segment. Following the closings announced today,
Champion will operate 80 stores in 22 states.

Finance -- As previously announced, Champion is exiting its
consumer finance business and will record related restructuring
charges primarily in the third quarter. These charges, excluding
goodwill impairments totaling $4 million, consist of approximately
$1 million to value loans at the lower of cost or market and $5
million for other closing related expenses. The company expects to
complete the closing of its finance operations by mid-October.

Koch concluded, "The plans announced [Fri]day, in conjunction with
other ongoing cost cutting initiatives, are expected to allow us
to be profitable on a consistent basis at the low industry levels
we're currently experiencing, while maintaining our ability to
take advantage of opportunities if and when industry conditions
improve. Short-term results, as well as long-term earnings
potential, should benefit as a result of these actions. Serving
our current and future customers remains a priority. Accordingly,
we intend to work closely with our retailer network to achieve a
seamless transition and minimize any impact from the closings. We
plan to leverage our size and tap efficiencies to remain the
leader in the manufactured housing industry."

Champion Enterprises, Inc. (B+ Corporate Credit Rating, Negative),
headquartered in Auburn Hills, Michigan, is the industry's leading
manufacturer and has produced more than 1.6 million homes since
the company was founded. Following the closings announced today,
the company expects to operate 30 homebuilding facilities and 80
retail sales centers. Independent retailers, including
approximately 650 Champion Home Center locations, and an estimated
500 builders and developers also sell Champion-built homes.
Further information can be found at the company's Web site at
http://www.championhomes.net


CHIQUITA BRANDS: Reduces Stake in Australian Produce Company
------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) has reduced its
holding in Chiquita Brands South Pacific, Ltd.

The result of this action will take the company's ownership in
Chiquita Brands South Pacific to approximately 10 percent from
approximately 28 percent. The U.S. company will receive
approximately $14 million in cash from the sale of shares and will
recognize a gain on the sale.

"The management team at Chiquita Brands South Pacific has done a
great job restructuring and rationalizing this business, and we
are pleased with the direction the company is taking," said Cyrus
Freidheim, chairman and CEO of Chiquita Brands International.
"This transaction allows us to continue making solid progress on
our own restructuring while maintaining our long-term relationship
with Chiquita Brands South Pacific through this strategic
investment."

Based in Melbourne, Chiquita Brands South Pacific is one of
Australia's largest producers and distributors of fruits and
vegetables, handling a wide range of products with strong
positions in bananas, mushrooms, berries, kiwi and citrus.

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


CINCINNATI BELL: Closes Sale of Broadband Assets to C III Comms.
----------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) has obtained all the remaining
regulatory approvals necessary to complete the previously
announced sale of substantially all of the assets of its broadband
business to privately held C III Communications, LLC.

Under the terms of the sale, Cincinnati Bell Inc. has now
transferred to C III Communications all remaining assets located
in states where regulatory approvals had been pending. C III
Communications, in turn, has now released $10.2M of the cash
purchase price that had been held in escrow pending regulatory
approval.

These transactions conclude the process of Cincinnati Bell Inc.'s
sale of its broadband assets. Cincinnati Bell will be a customer
of C III Communications and will continue to market its broadband
products to its business customers. Cincinnati Bell will also
resell long distance services provided by C III Communications
under the Cincinnati Bell Any Distance brand.

Cincinnati Bell (S&P, B Corporate Credit Rating, Positive) is one
of the nation's most respected and best performing local exchange
and wireless providers with a legacy of unparalleled customer
service excellence. Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. In recent
studies by J. D. Power and Associates, the company ranked highest
in customer satisfaction for Long Distance Service among
Mainstream Users, making it the sixth customer satisfaction award
the company has received in the past three years.

For more information about Cincinnati Bell visit:
http://www.cincinnatibell.com


CNH GLOBAL: Unit Completes $300MM Senior Notes Private Offering
---------------------------------------------------------------
CNH Global N.V. (NYSE: CNH) announced the successful completion of
a $300 million private offering of senior notes by its wholly
owned subsidiary, Case New Holland Inc.  These notes represent an
add-on to the company's $750 million private offering which closed
on August 1, 2003.  The senior notes carry a fixed interest rate
of 9.25%, will mature in 2011, and were priced above par value,
yielding 8.373%.

The senior notes will only be offered and sold to qualified
institutional buyers in accordance with Rule 144A and Regulation S
under the Securities Act. The senior notes have not been
registered under the Securities Act or the securities laws of any
other jurisdiction.  Unless the senior notes are so registered,
the notes may be offered and sold only in transactions that are
exempt from the registration requirements of the Securities Act or
the securities laws of any other jurisdiction.

CNH (S&P, BB Corporate Credit Rating, Negative) is the number one
manufacturer of agricultural tractors and combines in the world,
the leader in light construction equipment, and has one of the
industry's largest equipment finance operations. Revenues in 2002
totaled $10 billion. Based in the United States, CNH's network of
dealers and distributors operates in over 160 countries. CNH
agricultural products are sold under the Case IH, New Holland and
Steyr brands. CNH construction equipment is sold under the Case,
FiatAllis, Fiat Kobelco, Kobelco, New Holland, and O&K brands.


COPPERWELD CORPORATION: Disclosure Statement Hearing Today
----------------------------------------------------------
Copperweld Corporation and its debtor-affiliates filed their Joint
Chapter 11 Liquidating Plan and an accompanying Disclosure
Statement with the U.S. Bankruptcy Court for the Northern District
of Ohio on August 5, 2003.  

The Court will convene a hearing in Youngstown today to consider
approval of the Debtors' Disclosure Statement.  The Debtors ask
Judge Bodoh to rule that the document contains adequate
information for creditors to make decisions about whether to
accept or reject the Plan.

Headquartered in Pittsburgh, Copperweld Corporation is the largest
producer of steel tubing in North America, with 14 plants in the
United States and Canada. It is also the world's largest
manufacturer of bimetallic wire products at two plants in the U.S.
and the United Kingdom. David G. Heiman, Esq., and Jeffrey B.
Ellman, Esq., at Jones Day represent the Debtors in their
restructuring efforts.


CORNING: Reaffirms Quarterly Guidance & Outlines Opportunities
--------------------------------------------------------------
Long-term telecommunications infrastructure investments spurred by
fiber-to-the-premises deployments, continued growth in the
popularity of liquid crystal displays and the implementation of
global diesel-emission standards may create future growth
opportunities for Corning Incorporated (NYSE:GLW), Wendell P.
Weeks, president and chief operating officer told financial
analysts Friday last week. Weeks made his comments as part of a
presentation at the Smith Barney Citigroup 2003 Technology
Conference in New York City on Thursday, Sept. 4.

During his presentation, Weeks reiterated the company's 2003
third-quarter guidance of revenues in the range of $740 million to
$765 million and an earnings-per-share profit of $0.01 to $0.03,
excluding restructuring charges and other non-recurring items.

                    Growth Opportunities

Looking forward, Weeks explained that the new FCC rules with
regard to broadband favor fiber-to-the-premises investments, and
will create the potential for significantly greater network
capacity for up to 100 million homes over the next 10 to 20 years.

"The benefits to the consumer will be faster broadband connections
and the bundling of voice, data and video services," he said.
Weeks pointed out that Corning does not expect any significant
revenue impact from FTTP this year, but as the market penetration
occurs in the U.S., the fiber, cable and hardware and equipment
opportunities for Corning could be in the range of $80 to $200 per
home.

In the area of LCD glass, Corning believes that the industry will
continue to experience a 30 percent to 50 percent annual unit
volume growth over the next several years. "This growth will be
driven by three primary industry factors. Notebook computers are
expected to double in volume to 60 million units per year by 2007;
flat-screen monitors are rapidly replacing traditional CRT desktop
screens and could reach 80 percent penetration in four years; and
LCD television is becoming increasingly popular as prices
decline," Weeks will say.

Accordingly, Corning believes that the total market for LCD glass
could reach one billion square feet by 2007. Current annual volume
is in the range of 200 million to 300 million square feet. Weeks
also outlined Corning's plan to continue as the market leader of
next generation, larger size glass substrates, noting that the
company has the only commercially available Generation 6 LCD
glass.

                    Emergence of Diesel

Global regulations calling for tighter controls on all on-road
diesel engines requiring advanced emissions-control devices
represents a potential $1 billion global market opportunity in the
latter part of this decade, Weeks told investors. He also
explained that the company's established position as the
industry's technology leader in cellular ceramic substrates and
filters may provide Corning with a competitive advantage in the
diesel industry. "We continue to invest in new technologies and
research in more efficient thin-wall ceramic filters and ceramic
catalysts, designed to reduce particulate matter and remove
harmful hydrocarbons, carbon monoxide and nitrous oxides from the
environment," Weeks said.

Established in 1851, Corning Incorporated --
http://www.corning.com-- creates leading-edge technologies that  
offer growth opportunities in markets that fuel the world's
economy. Corning manufactures optical fiber, cable, hardware and
equipment in its Telecommunications segment. Corning's
Technologies segment manufactures high-performance display glass,
and products for the environmental, life sciences, and
semiconductor markets.


CORRECTIONS CORP: Declares Q3 Dividends on Ser. A & B Preferreds
----------------------------------------------------------------
Corrections Corporation of America's (NYSE: CXW) Board of
Directors has declared third quarter dividends on the Company's
Series A and Series B Preferred Stock.

Series A Preferred stockholders will receive $0.50 for every share
held on the record date, based on a dividend rate of 8% per annum
of the stock's stated value ($25.00 per share). The dividends are
payable on Wednesday, October 15, 2003, to the holders of record
of the Series A Preferred Stock on Tuesday, September 30, 2003.

Series B Preferred stockholders will receive 3 shares of Series B
Preferred Stock for every 100 shares held on the record date,
based on a dividend rate of 12% per annum of the stock's stated
value ($24.46 per share). The Company will pay cash in lieu of
issuing fractional shares. The dividends are payable on Tuesday,
September 30, 2003, to the holders of record of the Series B
Preferred Stock on Tuesday, September 16, 2003.

Under the terms of the Series B Preferred Stock, the Company is
required to pay quarterly dividends in arrears, when and as
declared by the Company's board of directors, in additional shares
of Series B Preferred Stock at a rate of 12% per year for the
first three years following the issuance of the shares, or through
September 2003. Cash dividends are payable thereafter at a rate of
12% per year, provided all accrued and unpaid cash dividends have
been made on the Series A Preferred Stock. The shares of Series B
Preferred Stock currently outstanding and those to be issued as
the dividend are not, and will not be, convertible at any time
into shares of common stock.

The Series A and Series B distributions will generally be treated
as taxable dividends to the extent the Company has current or
accumulated earnings or profits as of the end of the 2003 taxable
year.

Corrections Corporation of America (S&P, B+ Corporate Credit
Rating, Positive) is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states. The Company currently operates
59 facilities, including 38 company-owned facilities, with a total
design capacity of approximately 59,000 beds in 20 states and the
District of Columbia. The Company specializes in owning, operating
and managing prisons and other correctional facilities and
providing inmate residential and prisoner transportation services
for governmental agencies. In addition to providing the
fundamental residential services relating to inmates, the
Company's facilities offer a variety of rehabilitation and
educational programs, including basic education, religious
services, life skills and employment training and substance abuse
treatment. These services are intended to reduce recidivism and to
prepare inmates for their successful re-entry into society upon
their release. The Company also provides health care (including
medical, dental and psychiatric services), food services and work
and recreational programs.


COVANTA ENERGY: Lease Decision Period Intact Until October 31
-------------------------------------------------------------
U.S. Bankruptcy Court Judge Blackshear extends the period by which
Covanta Energy Corporation and its debtor-affiliates may assume,
assume and assign, or reject their Unexpired Leases until
October 31, 2003. (Covanta Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CYPRESS SEMICON.: Sells Part of Stake in NVE Corp. for $23MM Net
----------------------------------------------------------------
Cypress Semiconductor (NYSE:CY) sold a portion of its investment
in NVE Corp (Nasdaq: NVEC), a Minnesota-based developer of
spintronics technology, a technique used to create and lock in
memory values on integrated circuits with magnetic spin.

Cypress disclosed the sale of 686,849 NVE shares in a Form 4
filing with the Securities and Exchange Commission. Cypress netted
$23.4 million on the transaction.

Cypress and NVE have collaborated to bring to market a nonvolatile
magnetic random access memory based on spintronics technology.
Cypress will continue to honor its partnership with NVE, including
sharing MRAM intellectual property and supplying NVE with MRAM
foundry wafers. Cypress also intends to maintain its NVE board
seat.

"Cypress MRAM development is taking slightly longer than expected,
and the profit from the NVE investment will be used for continuing
MRAM development and other research and development," said T.J.
Rodgers, Cypress president and CEO.

Cypress intends to sample a working MRAM within the next year,
Rodgers said.

NVE is a leader in the practical commercialization of spintronics,
which many experts believe represents the next generation of
microelectronics. NVE sells spintronic products including sensors
and couplers to revolutionize data acquisition and transfer, and
licenses its MRAM intellectual property.

Cypress Semiconductor Corporation (NYSE:CY) (S&P, B+ Corporate
Credit Rating, Negative) is Connecting From Last Mile to First
Mile(TM) with high-performance solutions for personal, network
access, enterprise, metro switch, and core communications-system
applications. Cypress Connects(TM) using wireless, wireline,
digital, and optical transmission standards, including USB, Fibre
Channel, SONET/SDH, Gigabit Ethernet, and DWDM. Leveraging its
process and system-level expertise, Cypress makes industry-leading
physical layer devices, framers, and network search engines, along
with a broad portfolio of high-bandwidth memories, timing
technology solutions, and reconfigurable mixed-signal arrays. More
information about Cypress is accessible online at
http://www.cypress.com  


DAISYTEK: EMJ Raising C$14M to Fund Acquisition of Canadian Unit
----------------------------------------------------------------
EMJ has commenced a private placement of up to C$14,000,000 to
fund the acquisition of Daisytek Canada. A syndicate led by
Haywood Securities Inc., and including Griffiths McBurney &
Partners and Northern Securities Inc. has been granted an option
to increase the offering size by up to 40%. The offering is
expected to close in late September, subject to regulatory
approval.

The debentures will have a 3-year term, pay annual interest at a
rate of 12.0%, and will be convertible into common shares of EMJ
at a price of C$8.00 per share. The preferred shares will pay an
annual dividend at a rate of 8.0% for 3 years and will also be
convertible into common shares at a price of C$8.00 per share.
Holders of the preferred shares will have the right to put their
shares back to EMJ after 3 years from closing, at the issue price.
Preferred Shares not sold back to the company will be
automatically converted into Common Shares immediately following
the third anniversary of the closing date. Under certain
conditions, EMJ may require conversion of the debentures and/or
the preferred shares if EMJ trades above C$10.00/share.

The offering is subject to the approval of the Toronto Stock
Exchange. The debentures, the preferred shares and the common
shares issuable upon the conversion thereof will not be registered
under the U.S. Securities Act of 1933 and may not be offered or
sold in the United States or to U.S. persons unless an exemption
from such registration is available.

As recently announced, EMJ has received court approval from the
United States bankruptcy court in Dallas, Texas to buy Daisytek
Canada for approximately U.S. $20 million. Daisytek Canada,
headquartered in Markham, Ontario and with locations in Montreal
and Burnaby, B.C., is a distributor of computer supplies and
media, specializing in toner cartridges, inks, paper, ribbons,
etc. Closing of the acquisition, which is subject to approval by
the Canadian Competition Tribunal, is expected to take place prior
to September 30, 2003.

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


DAVEL COMMS: Appoints Woody McGee as New Chief Executive Officer
----------------------------------------------------------------
Davel Communications, Inc. (OTCBB:DAVL) announced that, effective
August 29, 2003, Mr. Woody McGee, of McGee and Associates, LLC.,
replaced Mr. John Chichester as Chief Executive Officer of the
Company.

Mr. McGee has served Davel in a senior management capacity as a
consultant since December 2002, and has become well regarded as a
"turn-around" specialist, with over 30 years of experience in
leading the restructuring of more than 15 different companies over
that time. Mr. McGee was also elected as a member of the Board of
Directors to succeed Mr. Bruce Renard, who had announced in June
2003 his intention to resign from the Board at the end of August.
Mr. Renard tendered his resignation in conjunction with his
assuming the Executive Director/President posts with the Florida
Public Telecommunications Association and its for-profit
subsidiary, FPTA-Technologies.  Mr. Chichester has resigned his
position as a member of the Board of Directors of the Company. Mr.
Renard will continue to be available to consult with the Company
on legal and regulatory affairs.

Mr. James Chapman, a member of the Davel board, stated: "The
independent payphone industry in general, and Davel in particular,
have been confronted with numerous financial and operational
challenges over these past few years. The appointment of Mr. McGee
introduces an individual with significant experience outside of
the industry, which the Company's board and significant
stakeholders have been seeking. With Mr. McGee at the helm, Davel
should now be well positioned to evolve with the rapidly changing
public communications market and address the financial issues that
have previously constrained the Company."

Mr. McGee commented: "I am honored to have been asked to lead the
Davel team and I intend to immediately begin maximizing the
significant assets and market position that this Company is
fortunate enough to hold. I am very familiar with the circumstance
in which Davel now finds itself, having confronted similar
conditions in the past, and I look forward to beginning to
redirect the organization toward a more positive course. The
recent Northeast U.S. power outage demonstrated the continued
importance of public payphones, which worked when cellular service
did not. As the leading independent provider of payphone service
in the U.S., I understand the importance of what we do--and will
work hard to place the business on a more solid financial and
operational footing."

Founded in 1979, the Company is the largest independent provider
of pay telephones and related services in the United States, with
operations in 48 states and the District of Columbia. The Company
serves a wide array of customers operating principally in the
shopping center, hospitality, health care, convenience store,
university, service station, retail and restaurant markets.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $130 million, and a total shareholders'
equity deficit of about $95 million.


DELTA AIR LINES: Posts Results of Exchange Offer for Two Notes
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced the expiration of its offer
to exchange its 10 percent Senior Notes due 2008 for any and all
of its $300 million outstanding principal amount of its 6.65
percent Medium-Term Notes, Series C due 2004, and $500 million
outstanding principal amount of its 7.70 percent Senior Notes due
2005.  

The exchange offer commenced on July 25, 2003, and expired, after
two extensions, at 5 p.m., New York City time, on Sept. 4, 2003.

As of 5 p.m., New York City time, on Sept. 4, 2003, $64,071,000
principal amount of 2004 notes and $197,823,000 principal amount
of 2005 notes had been tendered and not withdrawn in the exchange
offer.  Delta expects to accept for purchase all of its 2004 notes
and its 2005 notes tendered in the exchange offer in exchange for
consideration consisting of (i) with respect to each $1,000
principal amount of 2004 notes tendered in the exchange offer,
$409.50 principal amount of new notes and a cash payment of $650,
and (ii) with respect to each $1,000 principal amount of 2005
notes tendered in the exchange offer, $1,120 principal amount of
new notes.  Payment of the consideration in the exchange offer is
expected to be made on Sept. 9, 2003, or promptly thereafter.  
After the settlement of the exchange offer there will be
$235,929,000 principal amount of 2004 notes outstanding and
$302,177,000 principal amount of 2005 notes outstanding.

All figures in this announcement are approximate and subject to
adjustment as tenders in the exchange offer are reconciled with
the letters of transmittal submitted by holders of the 2004 notes
and the 2005 notes.

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

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


DIXIE GROUP: Ratings on Watch Positive Following Asset Sale Pact
----------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and 'B-' subordinated debt ratings on The Dixie Group Inc.
on CreditWatch with positive implications. Positive implications
means the ratings could be raised or affirmed following Standard &
Poor's review.

"The CreditWatch placement reflects Dixie's recent announcement
that it has signed a definitive agreement to sell certain assets
that support its factory-built housing, needlebond, and carpet
recycling businesses," said credit analyst Martin S. Kounitz.
Standard & Poor's expects that Dixie will use the net proceeds of
the transaction to repay debt. Accordingly, if the transaction is
completed, ratings could possibly be raised one notch. The
transaction is subject to regulatory approvals.

The transaction allows Dixie management to focus on its higher
margin products. After the asset sale, Dixie's remaining
businesses will include premium-priced residential and commercial
carpet manufacturing.

Standard & Poor's will meet with management to discuss its
business and financial plans.


DT INDUSTRIES: Fourth Quarter 2003 Loss Hits $55 Million
--------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), an engineering-driven
designer, manufacturer and integrator of automation systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products, reported a fourth quarter 2003
loss to common stockholders of $54.8 million, compared with income
available to common stockholders of $12.6 million for the same
period a year earlier.

The Company reported a loss to common stockholders in fiscal 2003
of $65.6 million, compared with a loss to common stockholders of
$0.6 million in fiscal 2002. The net income (loss) available to
common stockholders for both the fourth quarter and fiscal 2002
included a $16.6 million for the quarter and $1.54 per diluted
share for the fiscal year, gain on conversion of trust preferred
securities in conjunction with the Company's previously reported
financial recapitalization.

The Company adjusted its fiscal year and fourth quarter 2002
statements of operations and balance sheet to reflect a
curtailment in the Assembly & Test -- United Kingdom defined
benefit pension plan, which was disclosed in note 7 to our fiscal
2002 financial statements. The curtailment was caused by 18
employees, or less than 10% of the plan participants, leaving the
plan during fiscal 2002 as part of the restructuring of the
Assembly & Test -- United Kingdom operations. The pre-tax
adjustment of $2.2 million is reflected in the restructuring
charge line item on the Consolidated Statement of Operations. The
Company also adjusted the June 30, 2002 balance sheet to reflect
the minimum pension liability and certain other items.

The continuing softness in expenditures for capital equipment
during 2003 had a negative impact on the Company's operating
performance and resulted in the Company assessing the
realizability of certain of its long-lived assets. As a result,
the Company recorded a non-cash asset impairment of $39.9 million
during the fourth quarter of 2003 with $30.9 million recorded at
its Precision Assembly segment and $9.0 million recorded at its
Packaging Systems segment. In addition, because of the operating
losses incurred during the past three years, the Company recorded
a non-cash charge to income taxes of $9.9 million during the
fourth quarter of fiscal 2003 to recognize a valuation allowance
against its net operating loss carryforwards and other deferred
tax assets. These amounts are included in fourth quarter and
fiscal 2003 net loss.

Fourth quarter fiscal 2003 net sales were $53.8 million compared
with $77.2 million in the same period last year. The Company
realized a gross margin of 16.9% on sales in the fourth quarter
compared to 21.3% in the prior year period. For fiscal 2003, DTI
posted net sales of $241.1 million compared with net sales of
$326.3 million in the prior year, a decrease of approximately 26%.
Fiscal 2003 gross margin was 17.3% compared to 20.0% in fiscal
2002.

The Company's continued focus on cost containment was successful
in reducing its selling, general and administrative expenses to
$11.7 million in the fourth quarter compared to an average rate of
$13.6 million during the first three quarters of 2003.

Interest costs of $6.3 million incurred in 2003 were substantially
lower than the $12.2 million incurred during 2002. This was due in
part to the Company's 2002 debt restructuring and to $20.0 million
of debt repayment in 2003. Dividends on the Company-obligated
trust preferred securities also declined in 2003 to $1.6 million
from $4.8 million in 2002, due to a 2002 restructuring of that
financing instrument.

Fourth quarter 2003 new order inflow was $47.7 million, down from
$75.7 million in the corresponding prior year quarter. Backlog at
June 29, 2003 was $88.9 million, compared with $142.8 million a
year earlier. Net order inflow and net sales during the fourth
quarter were negatively impacted by the previously announced order
cancellation by Green Earth Packaging, Inc. Net order inflow and
net sales were reduced by $15.6 million and $3.3 million,
respectively, in the fourth quarter as a result of this
cancellation.

                         Segment Highlights

The Material Processing Segment experienced a decrease in sales of
$3.8 million, or 17.0%, to $18.4 million for the fourth quarter of
fiscal 2003 while operating income on those sales was $1.5 million
compared to $3.0 million in the same period last year. Backlog at
the end of fiscal 2003 was $25.1 million compared to $54.8 million
at the end of fiscal 2002. Sales (by the $3.3 million noted above)
and ending backlog for the fourth quarter of 2003 were negatively
impacted by the aforementioned Green Earth Packaging order
cancellation.

The Assembly and Test Segment, which primarily serves the auto,
truck and heavy equipment industries, saw its sales for the fourth
quarter of fiscal 2003 remain consistent with the same period a
year earlier, at approximately $21.6 million. The segment posted
an operating loss in the fourth quarter of fiscal 2003 of $502,000
compared to an operating loss of $2.7 million in the year earlier
period. Backlog at the end of fiscal 2003 was $46.6 million
compared to $48.3 million at the end of fiscal 2002.

Precision Assembly Segment sales were $5.3 million for the fourth
quarter of fiscal 2003 compared to $21.8 million in the same
period last year, a decrease of $16.5 million or 76.0%. The
segment incurred an operating loss of $33.3 million in the current
quarter compared to operating income of $2.5 million in last
year's quarter. Backlog at the end of fiscal 2003 stood at $9.2
million compared to $24.7 million at the end of fiscal 2002. The
fourth quarter and fiscal 2003 operating results include a $30.9
million non-cash asset impairment recorded at this segment.

Packaging Segment sales for the fourth quarter of fiscal 2003 were
$8.6 million compared to last year's fourth quarter level of $11.6
million, a decrease of $3.0 million or 26.0%. The segment incurred
an operating loss of $8.0 million in the current quarter compared
to an operating loss of $20,000 in the year earlier period.
Backlog in this segment stands at $8.0 million at the end of
fiscal 2003 compared to $15.0 million at the end of fiscal 2002.
The fourth quarter and fiscal 2003 operating results include a
$9.0 million non-cash asset impairment recorded at this segment.

                              Outlook

Steve Perkins, President and Chief Executive Officer, stated,
"While we noted in our third quarter report that we had hoped to
see an increase in bookings, we continued to experience the impact
of softness in capital goods expenditures in the fourth quarter.
Despite the lower level of orders, we continue to be competitive
in our bidding process, as our success rate on proposals to
customers where actual orders are placed has been increasing
throughout the year. We believe this bodes well for us when
spending for capital goods returns to higher levels."

Jack Casper, Senior Vice President and Chief Financial Officer,
said, "Our previously announced cost reduction measures had a
positive impact on fourth quarter 2003 results. We will continue
to focus on cost and operating efficiencies to enhance our
performance during 2004."

Perkins continued, "We expect our previously announced
consolidation of certain of our Chicago-based Precision Assembly
segment operations with our Material Processing segment will
further enhance our cost competitive position, once the transition
is completed within the next 3-5 months. This consolidation will
allow us to benefit from the lower cost manufacturing and assembly
operations in our Lebanon, Missouri facility while maintaining the
engineering expertise we have developed in the Chicago area.
Existing customer projects are being successfully completed in
Chicago and projects from new orders are being initiated in
Lebanon. The transition is in process and progressing well.
Initial response to this consolidation from our customers has been
very positive as evidenced by the fact that we have booked over $6
million of orders since the end of fiscal 2003 from traditional
Precision Assembly segment customers."

Perkins concluded, "While order bookings remain soft at levels
below our breakeven pre-tax income level, we are optimistic the
recovery in business spending will be realized as we approach the
end of the calendar year. Recently, we have seen increases in the
quoting activity in our automotive-related business sector and we
are encouraged by the level of sales activity in the Precision
Assembly market.

"We continue to fight through a very difficult marketplace with
our focus on operational and cost efficiencies. Once our order
intake rate improves as business spending recovers from the
prolonged downturn, we expect to see improved gross margins and
contribution to our bottom line across all business segments."

                   Annual Meeting of Stockholders

The Company also announced that its Annual Meeting of Stockholders
will be held on Wednesday, October 29, 2003 in Dayton, Ohio.

As previously announced, DT Industries, Inc., finalized an
amendment to its senior credit facility that provides a
permanent waiver of financial covenant defaults in the second
and third quarters of fiscal 2003. The amendment also
established new financial covenant levels for the remainder of
the term of the facility and reduced the senior credit facility
to $61 million. The company believes that cash flows from
operations, together with available borrowings under the senior
credit facility, will be sufficient to meet its currently
anticipated working capital, capital expenditures and debt
service needs up until the maturity of the credit facility on
July 2, 2004.


DVI INC: Wants Court to Appoint BSI as Claims and Noticing Agent
----------------------------------------------------------------
DVI, Inc., and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the District of Delaware to appoint
Bankruptcy Services LLC as the Official Noticing, Claims,
Solicitation and Balloting Agent in their chapter 11 cases.

The Debtors report they have in excess of one thousand creditors.
Because of the administrative burden of this and other matters,
the Office of the Clerk of the Bankruptcy Court will likely have
difficulty docketing and maintaining the many proofs of claim that
the Debtors anticipate will be filed in these cases.

Authorizing the Debtors to engage BSI as the Court's noticing and
claims agent will give them the ability to expedite the
distribution of notices and the processing of claims and will
relieve the Clerk's Office of this administrative burden.

If appointed as official noticing, claims and/or solicitation and
balloting agent, BSI will:

     a. electronically transfer the Debtors' creditor database
        or, if information is not available electronically,
        input date directly from available source files;

     b. assist Debtors in preparation of schedules of
        liabilities;

     c. print and mail the first day orders, 341 notices, bar
        date notice and proof of claim form to all potential
        claimants;
     
     d. docket all claims received by the Clerk's Office and by
        BSI, maintain the official claims register on behalf of
        the Clerk of the Court and provide to the Clerk a
        duplicate thereof as the Court requires;

     e. upon completion of the docketing process for all claims
        received by the Clerk's Office, turn over to the Clerk a
        copy of the claims register for the Clerk's review;

     f. specify in the claims register for each claim docketed:

          i) the claim number assigned,
         ii) the date received,
        iii) the name and address of the claimant or agent, and
         iv) the amount and classification of the claim asserted
             by each claimant;

     g. maintain the mailing list of all entities that have
        filed proofs of claim, which list shall be available
        upon request of any party in interest or the Clerk;

     h. provide services relating to the solicitation of
        acceptances and rejections of any plan of reorganization
        filed by the Debtors; and

     i. such other services as may be requested by the Clerk's
        Office or the Debtors in connection with processing
        claims, providing notice to known creditors, and
        solicitation and/or balloting activities.

In addition, BSI will record all transfers of claims pursuant to
Bankruptcy Rule 3001(e) and will provide notice of any such
transfer as required by such rule.

BSI may also, at the Debtors' request, provide assistance with the
preparation of the Debtors' respective Schedules of Assets and
Liabilities and Statements of Financial Affairs.

Ron Jacobs reports that BSI is a "disinterested person" which does
not hold or represent any interest adverse to the Debtors' estates
or to any class of creditors or equity security holders in
accordance with Section 101(14) and 327 of the Bankruptcy Code, as
modified by Section 1107(b).

BSI's professional hourly fees are:

          Kathy Gerber            $210 per hour
          Senior Consultants      $185 per hour
          Programmer              $130 to $160 per hour
          Associate               $135 per hour
          Data Entry/Clerical     $40 to $60 per hour
          Schedules Preparation   $225 per hour

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


EAGLEPICHER: S&P Cuts Junk-Rated Preferred Shares to D Rating
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its rating on
EaglePicher Holdings, Inc.'s $146 million 11.75% cumulative
redeemable exchangeable preferred stock due 2008 to 'D' from
'CCC+'. All other outstanding ratings on EPH and EaglePicher Inc.,
a wholly owned subsidiary of EPH, were affirmed.

"The rating action on the preferred stock is the result of the
company's failure to make the dividend payment of $8.3 million due
on Sept. 2, 2003," said Standard & Poor's credit analyst Linli
Chee. EPI's senior secured credit facility prohibits the company
from paying cash dividends unless total debt to EBITDA is less
than 3x on a pro forma basis. If the company does not pay cash
dividends, holders of the preferred stock are entitled to elect
the majority of the company's board of directors. Granaria
Holdings B.V., the majority owner of the company, also controls
about 78% of the preferred stock.

Phoenix, Arizona-based EPH is a provider of niche products to the
automotive, aerospace, defense, telecommunications, and
pharmaceutical end-markets. It has total debt of about $424
million and $146 million in preferred stock outstanding.


ELAN CORP: S&P Ups Junk Corp. Credit Rating after 20-F Filing
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on specialty pharmaceutical company Elan Corp. PLC to
'CCC+' from 'CCC'. Standard & Poor's also raised all of its other
ratings on Elan and its affiliates, and removed the ratings from
CreditWatch.

The rating action follows Elan's successful filing of its 20-F
2002 annual report with the SEC. The outlook is now developing.

The ratings were downgraded and placed on CreditWatch on
June 26, 2003, following Elan's announcement that it was not going
to be able to file its 20-F report on time. This placed the
company in technical default of its debt covenants and could have
potentially resulted in an acceleration of all of Elan's roughly
$2 billion in debt. Elan indicated that it would not have been
able to meet all of its debt obligations if that scenario had
occurred.

"The ratings and outlook reflect Elan's significant near-to-
intermediate debt maturities and expected losses and negative cash
flows in the intermediate term," said Standard & Poor's credit
analyst Arthur Wong. "These factors are partially offset by the
company's roughly $1 billion of cash and investments on hand."

While the filing of the 20-F removes the immediate threat of
default, Elan continues to face significant debt maturities in the
near-to-intermediate term. Specifically, nearly $500 million in
LYONs securities can be put to the company at the end of 2003, and
Elan Pharmaceutical Investments II and III have $840 million in
securities due in 2004 and 2005.

At the same time, the company currently has roughly $1 billion in
cash and investments on hand and also has the option of satisfying
the put on the LYONs with any combination of cash and equity.
However, Elan's operations continue to generate losses and consume
cash at a high rate, especially as the company spends to support
its R&D program. Indeed, Elan may not be profitable until 2005.
Moreover, its most promising product prospect, Antegren, which is
being developed to treat Crohn's disease and multiple sclerosis,
is not expected to reach the market before 2006.


ELDERTRUST: Names Michael R. Walker as Acting President and CEO
---------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, announced that
its Board of Trustees had appointed Michael R. Walker, Chairman of
the Board, to the additional positions of acting President and
Chief Executive Officer.

Mr. Walker replaces D. Lee McCreary, Jr., who today resigned all
positions with the Company and its subsidiaries, including as
President and Chief Executive Officer and as a trustee of the
Company.

"Lee McCreary has been with the Company since its founding in 1997
as its Chief Financial Officer and later was promoted to President
and Chief Executive Officer. Lee led the Company through the
transformation of the long- term care industry brought about by
the Balanced Budget Act of 1997," said Mr. Walker. He added, "His
leadership enabled the Company's share price to recover to its
current level of approximately $9.81. We very much appreciate his
efforts."

Mr. McCreary stated, "During the last six years, we created a new
company and saw it weather turbulent events in the credit markets
and in senior care. It has been challenging and personally
rewarding to have been a part of this experience. However, it's
time for new leadership to take the Company into the future. In
parting, I wish the Board of Trustees and the Company's current
management the greatest success."

The Company also announced that it would recognize approximately
$1.3 million of severance expense during the quarter ending
September 30, 2003 relating to Mr. McCreary's departure.

As previously announced on July 28, 2003, the Company has engaged
Wachovia Securities to assist the Board of Trustees in analyzing
the future direction of the Company. Mr. Walker said, "That
process is ongoing."

ElderTrust -- whose June 30, 2003 balance sheet shows a working
capital deficit of about $12 million -- is a real estate
investment trust that invests in real estate properties used in
the healthcare services industry, principally along the East Coast
of the United States. The Company currently owns or has interests
in 31 properties.


EMPIRE RESORTS: Ability to Continue Operations Still Uncertain
--------------------------------------------------------------
For the year ended December 31, 2002, Empire Resorts Inc. had net
cash used in operating activities of $1,389,000. The uses were the
result of a net loss of $9,500,000 which includes gain on the sale
of investment and management contract of $3,277,000, loss on
investments of 6,934,000, minority interest of $18,000,
depreciation and amortization of $77,000, stock compensation to
employees of $44,000, interest amortized on loan discount $73,000,
and a net decrease in working capital of $154,000.  The decrease
in working capital consisted of a net decrease in other current
assets of $207,000, an increase in accounts payable and other
accrued expenses of $1,173,000 and an increase in payroll and
related liabilities of $215,000.

Cash provided from investing activities of $2,583,000 consisted of
3,277,000 of payments from the sale of investments and management
contract and $694,000 used in the purchase of property and
equipment.

Cash used by financing activities of $1,040,000 was substantially
attributable to $1,751,000 of payments to related party long-term
debt, proceeds from stock options  amounted to $33,000 and
proceeds from related party debt of $678,000.

There is substantial doubt about the Company's ability to continue
as a going concern. The Company currently has no operations.  It
has incurred an accumulated deficit and current net losses of
approximately $110,445,000 and $9,500,000, respectively, and has a
working capital deficit of approximately $7,591,000 at
December 31, 2002.  

In March 2002, the Company sold its investment in GCP, along with
its related supervisory management contract, for an aggregate
amount of approximately $3,277,000 in cash. In April 2002, the
Company used a portion of the proceeds to pay $1,250,000 of the
loan  payable to Bryanston, a major stockholder.  The Company is
seeking to restructure Casino ventures to generate working capital
for the Company.  In addition, the Company anticipates issuing
equity securities to meet generate working capital.

Although the Company is subject to continuing litigation, the
ultimate outcome of which cannot presently be determined,  
management believes any additional liabilities that may result
from pending litigation in excess of insurance coverage will not
be in an amount that will materially increase the liabilities of
the Company as presented in its consolidated  financial statements

Over the next 12 months, assuming the Company's proposed
consolidation with Catskill Development is consummated, the
Company will need to raise approximately $20 million from
investors.  If the Company is unable to timely raise these  funds,
it will be unable to begin building out Monticello Raceway's
facilities in order to install video lottery  terminals or be able
to begin development of a Native American casino on the land
adjacent to Monticello Raceway.  Rather, the Company's business
would be restricted to the operation of Monticello Raceway, a
small regional harness horse racing facility located in
Monticello, New York.  Should the proposed consolidation with
Catskill Development be abandoned, the  Company will not have any
meaningful cash requirements, as it has no independent operations
at this time and no operations, outside of the consolidation, are
planned.


ENCOMPASS SERVICES: Claims Objection Deadline Moved Until Nov. 6
----------------------------------------------------------------
Currently, the Encompass Services Debtors are reviewing nearly
5,000 proofs of claim filed in their bankruptcy cases to determine
whether these claims represent bona fide liabilities or should be
disallowed for any number of reasons.  The Debtors are operating
with a small number of essential employees who must, in
conjunction with their counsel, and in addition to their other
duties necessary to wind up the Debtors' operations:

   -- reconcile the amounts of the proofs of claim with the   
      Debtors' books and records;

   -- negotiate with creditors; and

   -- file objections where necessary.

Marcy E. Kurtz, Esq., at Bracewell & Patterson, LLP, in Houston,
Texas, observes that this process is extremely time-consuming and
the volume of the proofs of claim filed in the Debtors' cases
requires an extension of time for filing objections to claims.  

Additionally, the claims review and objection process has been
further complicated by the fact that a number of new
administrative expense requests have recently been filed with the
Court.

Accordingly, Encompass' Disbursing Agent, Todd A. Matherne,
sought and obtained a Court order extending the Claims Objection
Deadline until November 6, 2003. (Encompass Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENERGY WEST: Arranges New Credit Facility Maturing on October 15
----------------------------------------------------------------
Energy West, Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving the Rocky Mountain states,
has reached an agreement with Wells Fargo Bank Montana, National
Association, on a new credit facility maturing October 15, 2003.  
The new credit facility replaces the Company's prior facility with
Wells Fargo.

The terms of the new credit facility establish a term loan of
approximately $10.4 million, the proceeds of which were used to
repay the prior Wells Fargo facility and to establish a reserve of
approximately $2.6 million for letters of credit that remain
outstanding from the prior facility.  In addition, the facility
establishes a revolving line of credit under which the Company may
borrow up to $3 million for working capital and certain other
expenses.

Borrowings under the new credit facility are secured by
substantially all of the assets of the Company used in its
regulated operations in Arizona, and by substantially all of the
assets of the Company's non-regulated subsidiaries.  Also, under
the terms of the Company's long-term notes and bonds, the
Company's long-term note and bond holders have become secured on
an equal and ratable basis with Wells Fargo in the collateral
granted with the exception of the first $1.0 million of debt to
Wells Fargo.  The new credit facility contains numerous covenants
restricting the Company's operations including prohibitions on
declaring dividends on the Company's common stock and on paying
the balance of the settlement with PPL Montana, LLC.

The Company believes that it will have sufficient liquidity during
the term of the Wells Fargo credit facility to fund its
operations.  The facility gives the Company additional time to
seek a replacement credit facility from a new lender, including
funding for payment of the PPLM settlement.  Any replacement
credit arrangement would be subject to the approval of the Montana
and Wyoming public utility commissions.  There is no assurance
that Energy West will be able to obtain financing from another
lender or that regulatory approval will be obtained.

Energy West President and CEO Ed Bernica stated, "We are pleased
to have concluded a short-term credit facility that will permit us
to fund our operations and focus on securing suitable longer term
arrangements with a new lender."

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


ENRON CORPORATION: Proposes Uniform Claims Estimation Procedures
----------------------------------------------------------------
For the 23,000 proofs of claim filed against the Enron Debtors'
estates, Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in
New York, relates that the Debtors divided the claims to 25
"buckets" or categories to facilitate the claims reconciliation
process and enhance their ability to file omnibus objections to
claims under the Bankruptcy Code.  While the Debtors will be able
to reconcile or eliminate as duplicate about 19,000 claims
through a more customary claims reconciliation and objection
process, many of the remaining 4,000 claims are unliquidated,
contingent or filed in amounts the Debtors dispute.

According to Mr. Rosen, some Claims relate to trading related
contracts, the assertion of termination or rejection dates and
alternative methods of calculation of damages.  A number of these
Claimants asserted Claims where the Debtors contend these
contracts were, in fact, "in-the-money" for the Debtors, and not
the Claimants.  Thus, the Debtors believe that they are entitled
to an affirmative recovery as a result of the termination or
rejection.

In other instances, although a Claimant may have a valid Claim
against a particular Debtor, the Claimant may owe that same
Debtor or other Debtors an amount that is not subject to set-off.
In all of these instances, one or more of the Debtors may have
counterclaims against the Claimants to collect the affirmative
recovery due to the Debtors' estates -- the Counterclaims.   In
these instances, the Debtors assert that:

   (a) the most expeditious and efficient manner to resolve
       the differences is through the Claims Procedures, and

   (b) in accordance with Section 502(d) of the Bankruptcy Code,
       a Claimant should not be entitled to receive distributions
       on an allowed Claim until any Counterclaim asserted
       against it has been estimated and paid to the appropriate
       Debtor's estate.

Mr. Rosen notes that the administration of the Counterclaims will
streamline the judicial process, save the estates' precious
resources and, thereby, expedite more significant distributions
to creditors.

To settle or estimate for distribution the claims at issue, the
Debtors propose these Claims Procedures:

            Debtors' Objection and Notice to Claimants

A. Notice Package

   The Debtors may object to Claims for the purposes of
   estimation and serve on the Claimants, or their attorneys, if
   known, with a copy to the Creditors' Committee, a Notice
   Package containing:

     (i) a hearing notice for the Estimation Objection,

    (ii) a copy of the relevant Estimation Objection,

   (iii) a form to be completed and verified by each Claimant
         and setting forth the elements and evidence to
         support the Claimant's Claim, and

    (iv) a copy of the Claims Procedures Order, which will
         constitute the Court's Rule 16 Scheduling Order in the
         event the Debtors file a Counterclaim.

B. Service Upon Claimants

   Service of the Notice Package will be effectuated:

   (a) in accordance with Rules 2002 and 7004 of the Federal
       Rules of Bankruptcy Procedure, Rule 4 of the Federal Rules
       of Civil Procedure, and the Court's Second Amended Case
       Management Order;

   (b) to the extent an attorney for a Claimant is unknown, by
       first class mail, postage prepaid, upon the signatory on
       the Claimant's proof of claim or other representative
       identified in the proof of claim and any attachment
       thereto; or

   (c) by first class mail, postage prepaid, on any attorney who
       has entered a notice of appearance and appeared on the
       Claimant's behalf in the Debtors' Chapter 11 cases.

C. Estimation Notice

   The Estimation Notice will  provide the Claimant 135 days
   notice of the hearing on the Estimation Objection and direct
   the Claimant to complete and return the executed Statement of
   Claim within 30 days after the date of the Estimation Notice.

            Claimant's Response or Statement of Claim

1. Statement of Claim

   Within 30 days of the service date of the Estimation Notice,
   the Claimant will complete, execute, and serve on the
   Debtors, attorneys for the Debtors and attorneys for the
   Creditors' Committee, the Statement of Claim setting forth a
   detailed explanation, and, if appropriate, categorization by
   amount of the Claimant's Claim, not to exceed five pages in
   length, exclusive of documentary and statutory exhibits,
   including, without limitation, the elements and evidence in
   support of the Claim.  Any Statement of Claim that fails to
   specify an amount greater than $0 will be deemed to be $0
   for allowance and distribution purposes.  The Claimant's
   timely filed proof of claim form and all of the documents
   attached thereto will remain part of the record for
   estimation purposes and should not be included in or attached
   to the Statement of Claim.

2. Default, Grace Period and Discharge

   The Claimant will serve the Statement of Claim on the
   Estate Parties in accordance with the terms of the Estimation
   Notice and the Case Management Order.  If a Claimant fails to
   return timely a completed and executed Statement of Claim, so
   as to be received on or before the 30th day after the date of
   the Estimation Notice, and receives a grace period notice
   from the Debtors and does not complete and return the
   Statement of Claim so as to be received by the Estate Parties
   on or prior to the 15th day after the date of the grace
   period notice, the Claimant's Claim will be deemed forever
   discharged, disallowed, waived and expunged against the
   Debtors and the Debtors' Chapter 11 estates and the
   Bankruptcy Court will enter an appropriate order in
   connection therewith.

              Debtors' Reply or Statement of Position

A. Statement of Position

   In the event that a Claimant timely serves a Statement of
   Claim, on or before the later to occur of 30 days after the
   Debtors' receipt of a Statement of Claim and 45 days after
   the service of the Estimation Notice, the Debtors will
   respond to the Statement of Claim by completing, executing,
   and serving on the relevant Claimant, with a copy to the
   attorneys for the Creditors' Committee, a statement outlining
   the Debtors' arguments and defenses with respect to the Claim
   and the elements and evidence set forth in the Statement of
   Claim; provided, however, that, in the event that the Debtors
   maintain a Counterclaim with respect to a particular Claim and
   Claimant, the Debtors may also set forth in the Statement of
   Position the elements and verified statement of evidence
   supporting the Counterclaim.  The Debtors' Statement of
   Position will not exceed five pages in length, exclusive of
   documentary and statutory exhibits; provided, however, that
   the length will be enlarged to 10 pages in the event that a
   Counterclaim is submitted by the Debtors in the Statement of
   Position.

B. Claimant's Response to Counterclaim

   In the event that the Debtors assert a Counterclaim, within
   20 days thereof, the Claimant will respond to the Counterclaim
   by completing, executing and serving on the Estate Parties a
   Statement of Position outlining the Claimant's argument and
   defenses with respect to the Counterclaims.  The Claimant's
   Statement of Position will not exceed five pages in length,
   exclusive of documentary and statutory exhibits.

C. Settlement Offer

   At any time after receipt of a Statement of Claim, the
   Debtors may offer in writing to settle a particular Claim or
   Counterclaim, as the case may be.  Subject to the proposed
   procedures, the Debtors may make a Settlement Offer to any
   Claimant who timely submits a completed and signed Statement
   of Claim, which fulfills the set requirements.  Each
   Settlement Offer will constitute statements made for
   settlement purposes only and, pursuant to Rule 408 of the
   Federal Rules of Evidence, will be inadmissible in any
   Proceeding with respect to the Claim or a Counterclaim.

D. Claimant's Acceptance of Settlement Offer

   Each Claimant will be required to accept or reject the
   Settlement Offer or submit in writing, a counteroffer within
   10 days after its mailing by the Debtors or the Claimant,
   as the case may be.

E. Acceptance or Rejection of Counteroffer

   If a Counteroffer is tendered, the Debtors or Claimant will be
   required to accept or reject the Counteroffer, in writing
   within 10 days of the service of the Counteroffer.

F. Creditors' Committee Involvement

   The Debtors will consult with, and provide periodic updates
   to, the Creditors' Committee on the number, size and nature
   of the Claims and on the Debtors' general plans to resolve
   the Claims.  The Debtors will obtain the consent of the
   Creditors' Committee prior to the acceptance or rejection of
   any Settlement Offer or Counteroffer, and prior to filing any
   settlement stipulation; provided, however, that in the case
   of De Minimis Settlements, prior approval of the Creditors'
   Committee will not be required and the proposed procedures
   will govern in the event that:

   (1) a settlement provides for allowance of a Claim in an
       amount greater than $100,000,000;

   (2) a settlement constitutes 20% or more of the estimated
       total allowed Claims against a particular Debtor and more
       than $1,000,000;

   (3) a settlement (i) provides for allowance of a Claim in an
       amount greater than $20,000,000 and (ii) constitutes more
       than 105% of the amount reflected on the Debtors' books
       and records; or

   (4) a settlement provides for allowance of a Claim of an
       employee or insider in an amount greater than $100,000.

                      No Settlement Reached

1. Deemed Submission to Court

   If a Claimant who has completed and signed a Statement of
   Claim rejects a Settlement Offer and refuses to make a
   Counteroffer, or the Debtors reject a Claimant's Counteroffer,
   the Debtors will compile and file with the Bankruptcy Court
   the Claimant's proof of claim, the Notice Package, the
   Estimation Objection, the Statement of Claim, and the
   Statement of Position for purposes of a hearing on estimation
   of the Claim pursuant to Estimation the Objection and in
   accordance with the Claims Procedures Order.

2. Extension of Settlement Period

   Upon mutual written consent, the parties may exchange
   additional settlement offers after rejection of a Settlement
   Offer or a Counteroffer, as the case may be.

                        Estimation Hearing

A. Hearing

   An Estimation Hearing will be held on the first omnibus
   hearing day 10 days after submission of the Claim File.

B. Oral Argument

   Subject to the Bankruptcy Court's discretion to increase or
   decrease the hearing time, each party will have 15 minutes to
   explain its position to the Bankruptcy Court.

C. Evidentiary and Legal Record

   The evidentiary and legal record will be confined to the
   Claim File; provided, however, that the Bankruptcy Court may
   allow or require additions to the record when necessary or
   appropriate.

D. Resolution

   Upon the Bankruptcy Court's review of the evidentiary
   submissions and oral argument at the Estimation Hearing, the
   Bankruptcy Court will estimate the relevant Claims and
   Counterclaims for all purposes.  In accordance with Section
   502(d) of the Bankruptcy Code, to the extent that the
   Bankruptcy Court allows a Claim and grants a Debtors'
   Counterclaim, the Claimant will not receive any distribution
   on account of the Claim until the Claimant with respect
   thereto has fully paid the appropriate Debtor on account of
   the corresponding Counterclaim.

                 Entry of Settlement Stipulation

1. De Minimis Settlements

   If the Debtors and a Claimant agree to a compromise and
   settlement of a Claim and, in connection therewith, an
   allowed claim equal to or less than $20,000,000, where the
   settlement amount constitutes less than 20% of the estimated
   total allowed claims for the relevant Debtor, the Debtors will
   file with the Clerk of the Bankruptcy Court and send to BSI,
   as Claims Agent, a stipulation setting forth the agreed
   amount -- a De Minimis Stipulation.  The De Minimis
   Stipulation will become effective and binding on all
   parties-in-interest on its filing with the Clerk and will
   not require the endorsement or approval of the Bankruptcy
   Court; provided, however, that, prior to the effective date
   of any joint Chapter 11 plan for the Debtors, any De Minimis
   Stipulation will be served on attorneys for the Creditors'
   Committee 10 days prior to the submission to the Clerk of the
   Bankruptcy Court; and, provided further, that, in the event
   that the Creditors' Committee serves a written objection on
   the Debtors prior to the expiration of the 10-day period, the
   Debtors will have the option of (y) withdrawing the De Minimis
   Stipulation and (z) treating the De Minimis Stipulation as a
   Settlement Stipulation; and, provided, further, that, under
   no circumstances will a De Minimis Stipulation provide for
   payment other than in accordance with the terms and
   conditions of a plan confirmed in the Debtors' Chapter 11
   cases in accordance with Section 1129 of the Bankruptcy
   Code.

2. Court-Approved Settlements

   If the Debtors and a Claimant agree to a compromise and
   settlement of a Claim and, in connection therewith, an
   allowed claim in excess of $20,000,000, the Debtors will
   seek Bankruptcy Court approval of the compromise and
   settlement and corresponding stipulation and order -- the
   Settlement Stipulation -- in accordance with the terms and
   conditions of the Case Management Order on 10 days' notice
   upon the Office of the United States Trustee and the
   Creditors' Committee.  If no objections to the Settlement
   Stipulation are timely filed, the Debtors will submit an
   order approving the Settlement Stipulation without further
   notice or hearing.  If an objection is timely interposed,
   the matter will be scheduled for hearing at the next
   omnibus hearing date; provided, however, that, under no
   circumstances, will a Settlement Stipulation provide for
   payment other than in accordance with a confirmed plan in
   the Debtors' Chapter 11 cases.  If the Bankruptcy Court
   does not approve the Stipulation Settlement, the Debtors, at
   their discretion, may elect to negotiate further with the
   Claimant or may deem settlement negotiations terminated
   and seek to estimate the Claim pursuant to the Estimation
   Procedures Order.

By this motion, the Debtors seek the Court's authority, pursuant
to Sections 105(a), 363(b) and 502(c) of the Bankruptcy Code and
Rules 3018, 7042 and 9019 of the Federal Rules of Bankruptcy
Procedure, to implement the Claims Procedures whereby the Court
will estimate, for all purposes, claims filed in the Debtors'
cases, inclusive of counterclaims in connection with trading
contracts.  The Debtors also ask the Court to fix the notice
procedures for the estimation and resolution of Claims and
Counterclaims.

The Debtors propose to give notice of the Claims Procedures and
Estimation Hearings by:

   -- filing them with the Court docket electronically,

   -- first class mail deposited as soon as possible to all
      parties-in-interest, and

   -- publication of the Claims Procedures Order twice in
      The Houston Chronicle and once in The New York Times
      (National Edition) as soon as practicable.

Mr. Rosen argues that the Debtors' request is warranted since:

   (a) it minimizes the prejudice to the Debtors than if they
       are required to engage in traditional litigation to
       resolve the hundreds of Counterclaims they have in
       response to the thousands of Claims filed against them;

   (b) the magnitude of the administration required in respect
       of analyzing and resolving the Claims as well as the
       magnitude of coordinating and organizing the task cannot
       be overstated;

   (c) the Claims Procedures provide a streamlined method,
       utilizing estimation as permitted by the Bankruptcy Code,
       to efficiently resolve the myriad of issues attendant to
       the estimation and resolution of contingent, unliquidated
       and disputed claims;

   (d) the Claims Procedures permit the Debtors and the Claimants
       an opportunity to engage in systematic negotiations to
       attempt to reach a consensual settlement outside the
       confines of a courtroom;

   (e) the Claims Procedure provide the Parties guidelines to
       bring unresolved Claims to the Court, and to prosecute and
       achieve a final resolution regarding the Claims in an
       equitable and efficient manner;

   (f) the Debtors will not be able to make meaningful near-term
       distributions under the Plan if the 4,000 to 6,000
       contingent, unliquidated or disputed claims are not
       estimated and resolved;

   (g) without the Claims Procedures, the Debtors and their
       estates will be unduly burdened by the massive undertaking
       required to administer and resolve the disputed,
       unliquidated and contingent claims, many of which involve
       complex issues entangling intercompany relationships among
       the Debtors and non-debtors; and

   (h) the Claims Procedures alleviate the massive burden being
       impressed on judicial resources. (Enron Bankruptcy News,
       Issue No. 78; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


EOTT ENERGY: Reduces Petrochemical Operations at Morgan's Point
---------------------------------------------------------------
EOTT Energy LLC (OTC:EOTT) is reducing its petrochemical
manufacturing operations effective Oct. 1, 2003, when it will
begin to phase out its methyl tertiary-butyl ether production at
the Morgan's Point complex in La Porte, Texas.

The company plans to continue to operate its butane isomerization
unit as well as its natural gas liquids storage and transportation
system, which includes an NGL pipeline network in the Houston Ship
Channel area, 10 million barrels of underground NGL storage
capacity at Mont Belvieu and dock facilities at Morgan's Point.
EOTT Energy also plans to continue to operate certain other
liquids processing, storage and marketing facilities at its
Morgan's Point complex.

"We're very disappointed to have to take this action, but the time
has come to end our financial exposure related to this
petrochemical commodity. We've incurred a $13.6 million liquids
operating loss predominantly from MTBE operations in the first six
months of this year. Given the uncertain future outlook for this
product, we feel we have no other viable option than to phase out
MTBE production at this time," explained Tom Matthews, EOTT Energy
Chairman and Chief Executive Officer.

Matthews added, "With the elimination of this non-strategic
commodity production, the EOTT Energy liquids business can focus
on realizing returns from our liquids tolling, terminalling,
transportation and storage asset capacity."

EOTT Energy has been producing approximately 12,000 barrels per
day of MTBE at Morgan's Point. The liquids complex also processes
other petrochemical feedstocks including isobutane and isobutylene
mix product. EOTT Energy's Morgan's Point and Mont Belvieu liquids
business currently has approximately 112 employees and 60 contract
workers. Essentially all of the contractor positions and a
majority of employee positions will be eliminated by this
production phase-out. The remaining employees will run EOTT
Energy's continuing liquids storage, transportation and processing
business once the MTBE phase-out is completed.

MTBE is a gasoline additive that was included as part of the EPA
mandated oxygenated standards to boost octane and reduce air
pollution. Demand for MTBE is expected to decline significantly
after Jan. 1, 2004 when California, New York and Connecticut
impose bans on the use of MTBE. Other proposed legislation may
result in an eventual outright ban nationwide.

EOTT Energy LLC is a major independent marketer and transporter of
crude oil in North America. EOTT Energy also processes, stores,
and transports natural gas and other natural gas liquids products.
EOTT Energy transports most of the lease crude oil it purchases
via pipeline that includes 8,000 miles of intrastate and
interstate pipeline and gathering systems and a fleet of more than
230 owned or leased trucks. For current information for EOTT
Energy, visit http://www.eott.com  


GENTEK INC: Asks Court to Fix Uniform Claims Trading Procedures
---------------------------------------------------------------
As a result of their business operations, the GenTek Debtors
currently possess several valuable Tax Attributes, which may be
available to offset future operating income as well as gain
recognized on the disposition of certain assets, thereby reducing
future federal income tax liability and significantly improving
the Debtors' cash position.

Thus, the Debtors ask the Court to establish notice and hearing
procedures, which must be satisfied before transfers of claims
against, and equity securities in, the Debtors can take effect.

With the claims and equity securities transfer procedures, the
Debtors will be authorized to protect and preserve these valuable
tax attributes including certain unrealized built-in losses in
their assets.  The Debtors point out that if left unrestricted,
the trading of claims could severely limit their ability to use
valuable asset of their estates and could have significant
negative consequences for them and the reorganization process.

Specifically, trading of claims and equity securities could
adversely affect the Debtors' Tax Attributes if:

   (a) too many 5% or greater blocks of equity securities are
       created, or too many shares are added to or sold from the
       blocks, such that an ownership change is triggered before
       the confirmation of the Plan; or

   (b) the beneficial ownership of claims against the Debtors
       which are currently held by "qualified creditors" under
       the applicable tax regulations is transferred, before
       consummation of the Plan, and those claims would be
       converted under the plan of reorganization into a greater
       than 50% block of reorganized GenTek stock.

To obtain creditors' support for the Plan, the Debtors believe
that it is essential that the Plan maximize the availability of
Tax Attributes.  Accordingly, the Debtors need to closely monitor
certain transfers of claims and equity securities, so as to be in
a position to act expeditiously to prevent the transfers if
necessary to preserve their Tax Attributes.

By establishing limited procedures for continuously monitoring
claims trading and equity securities trading, the Debtors can
preserve their ability to seek substantive relief at the
appropriate time if it appears that additional trading may
jeopardize the use of their Tax Attributes.

Accordingly, the Debtors ask Judge Walrath to approve these
procedures related to Trading in Equity Securities:

   (a) Any person or entity who is currently or becomes a
       Substantial Equityholder will file with the Court a notice
       of its status by the seventh business day after becoming a
       Substantial Equityholder;

   (b) No less than seven business days before the proposed
       effective date of any equity securities transfer which
       would result in an increase in the amount of GenTek Common
       Stock beneficially owned by a Substantial Equityholder,
       the person or entity will file an advanced written notice
       of the intended equity securities transfer;

   (c) No less than seven business days before the proposed
       effective date of any equity securities transfer which
       would result in a decrease in the amount of GenTek Common
       Stock beneficially owned by a Substantial Equityholder or
       would result in a person or entity ceasing to be a
       Substantial Equityholder, that person or entity will file
       an advance written notice of the intended equity
       securities transfer;

   (d) The Debtors will have seven business days after receipt of
       the Notice of Proposed Transfer to object on the grounds
       that the transfer may adversely affect their ability to
       utilize their Tax Attributes.  If the Debtors file an
       objection, the transaction will not be effective unless
       approved by the Court.  Absent the Debtors' objection, the
       transaction may proceed solely as set forth in the Notice;
       and

   (e) These procedures will not prohibit the settlement of any
       trade executed before July 22, 2003 and evidenced in the
       form of a written trade confirmation.

The Procedures also define certain pertinent terms.  A
"Substantial Equityholder" is any person or entity that
beneficially owns at least 4.5% by value of all issued and
outstanding equity securities in GenTek.  "Beneficial ownership"
means ownership taking into account the applicable attribution
rules in Treasury Regulations and includes direct and indirect
ownership, ownership by the holder's family members and persons
acting in concert with the holder to make coordinated
acquisition.  An "Option" to acquire stock includes any
contingent purchase, warrant, convertible debt, out, stock
subject to risk of forfeiture, contract to acquire stock or
similar interest, regardless of whether it is contingent or
otherwise not currently exercisable.

The proposed procedures relating to Trading in Claims are:

   (a) Any person or entity who is currently or becomes a
       Substantial Claimholder will file a notice of this status
       within seven days after becoming a Substantial
       Claimholder;

   (b) No less than seven business days before the proposed
       effective date of (i) any acquisition of claims by a
       Substantial Claimholder against the Debtors, or (ii) any
       transfer of claims that would result in a person or entity
       becoming Substantial Claimholder, that person or entity
       will file an advance written notice of the intended claims
       transfer, regardless of whether the transfer would be
       subject to the filing, notice and hearing requirements of
       the Court;

   (c) The Debtors will have seven business days after receipt of
       a Notice of Proposed Transfer to object on the grounds
       that the transfer may adversely affect their ability to
       utilize their Tax Attributes.  If the Debtors object, the
       transaction will not be effective unless approved by the
       Court.  Absent the Debtors' objection, the transaction may
       proceed solely as set forth in the Notice of Proposed
       Transfer; and

   (d) These procedures will not prohibit the settlement of any
       trade executed before July 22, 2003 and evidenced by a
       written trade confirmation.  Nothing in the Procedures
       will prohibit JP Morgan Chase Bank and Deutsche Bank from
       engaging in market making transactions in the ordinary
       course of business with respect to Existing Lender Claims,
       so long as these parties dispose of these claims in an
       amount necessary so that the principal amount of each
       tranche they beneficially own immediately before the
       effective date of the Reorganization Plan does not exceed
       the principal tranche amount as of the close of business
       on July 21, 2003.

The Claims Trading Procedures define a "Substantial Claimholder"
as any person or entity beneficially owning, directly or
indirectly, an aggregate principal amount of Existing Lender
Claims against the Debtors equal to exceeding $35,000,000.  An
"Existing Lender Claim" is also defined as any claim against any
Debtor arising under that certain Credit Agreement dated
April 30, 1999 among GenTek, Noma Company, several lenders, and
other parties.

The Debtors emphasize that the establishment of these procedures
does not bar all claims and stock trading but will only enable
them to monitor those types of stock and claim trading which pose
a serious risk under the relevant ownership change. (GenTek
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Court Approves Microsoft Settlement Agreement
--------------------------------------------------------------
Following extensive, arm's-length negotiations, the Global
Crossing Debtors and Microsoft entered into a Settlement
Agreement, which amends the Microsoft Agreement, to provide for,
among other things, a reduction in the Capacity Commitment and
revised payment terms.

The salient terms of the Settlement Agreement are:

    A. The Remaining Commitment is reduced to $60,581,371, to be
       paid in these installments:

       -- $7,500,000, 31 days after the Settlement Date;

       -- $22,790,685, 31 days after the Effective Date;

       -- $15,145,343, by the later of December 31, 2003 or 31
          days after the Effective Date; and

       -- $15,145,343, 31 days after the later of the Effective
          Date or successful completion of the Performance Test.

    B. The Reduced Commitment may be applied towards all capacity
       and services offered by the Debtors.

    C. Microsoft will receive most favored nation pricing for the
       Capacity and the Services, which is the lowest price paid
       to the Debtors for reasonably comparable Capacity and
       Services of reasonably similar volume and reasonably
       similar terms and conditions taking into account the
       totality of the Reduced Commitment and the payment
       schedule.

    D. Microsoft will have the right to market or resell the
       Services either directly or indirectly through marketing
       representatives.

    E. The Debtors will complete a satisfactory performance test
       on 13 private line circuits under lease by Microsoft.  The
       Performance Test requires six consecutive months of
       individual circuit availability no less than 99.995%, which
       must be completed before December 31, 2003.  Any failure in
       the Performance Test will result in a 25% reduction of the
       Reduced Commitment.

    F. Microsoft fully releases and forever discharges the Debtors
       from any claims related to the Proposed Venture.

    G. The Debtors will assume the Amended Microsoft Agreement as
       of the Effective Date.  Effective Date will mean the
       "Closing Date" as defined in the Purchase Agreement,
       provided, however, that for the purposes of the Settlement
       Agreement, the Effective Date will be deemed not to occur
       unless:

       a) The $237,500,000 aggregate purchase price, in
          consideration of the issuance by the reorganized Debtors
          of the New Common Shares and the New Preferred Shares,
          as provided for in the Purchase Agreement is paid by:

            (i) Hutchison and STT, either jointly or severally,

           (ii) a purchaser that is a telecommunications provider
                like Hutchison or STT, to which Microsoft
                consents, which consent will not be unreasonably
                withheld, or

          (iii) a purchaser that is not a telecommunications
                provider, to which Microsoft, in its sole
                discretion, consents; or

       b) The occurrence of the Effective Date, as defined in a
          modified or new plan of reorganization, including a
          "stand-alone" plan by Global Crossing, to which
          Microsoft in its sole discretion consents, provided,
          that, if the new plan provides for the payment of
          $237,500,000 by a purchaser that is a telecommunications
          provider like Hutchison or STT, Microsoft's consent will
          not be unreasonably withheld.

                         Backgrounder

The Global Crossing Debtors, Microsoft, and Softbank are parties
to a Subscription and Shareholders Agreement, dated September 8,
1999. Pursuant to the Shareholders Agreement, the GX Debtors
transferred portions of their telecommunications network to a new
company, Asia Global Crossing Ltd.  The GX Debtors, Microsoft,
and Softbank each acquired equity ownership in AGX, with the GX
Debtors as the controlling shareholder.

The GX Debtors, Microsoft, and Softbank entered into a Capacity
Commitment Agreement in connection with the Shareholders
Agreement, among other reasons, as consideration for Microsoft's
and Softbank's purchase from Global Crossing of their interest in
AGX and to facilitate the sale of network capacity by the GX
Debtors to Microsoft and Softbank.  Pursuant to the CCA, Microsoft
and Softbank each agreed to purchase $100,000,000 in network
capacity on specified portions of the Network from the GX Debtors
under certain terms and conditions.  Each of Microsoft and
Softbank are severally liable for their own commitments.

Microsoft made the first two purchases required by the Microsoft
Agreement and has paid a portion of the remaining amounts due.  On
October 18, 2002, the GX Debtors invoiced Microsoft for amounts
that were due under the Microsoft Agreement.  According to the
Invoice, $76,135,000 was allegedly due from Microsoft to Global
Crossing under the Microsoft Agreement.  Microsoft disputes the GX
Debtors' allegations. Since October 2002, Microsoft has made
certain payments under the Microsoft Agreement.

Pursuant to the Court's Order approving procedures for assumption
of contracts and unexpired leases dated October 31, 2002, the
Debtors created a database with a listing of those executory
contracts and unexpired non-residential real property leases that
the Debtors intended to assume as of the effective date of the
Plan.  The Debtors listed the entirety of the CCA, along with
other executory contracts with Microsoft, on the Database.

Microsoft objected to the assumption of the CCA.  The Objection
alleged that the Debtors:

      (i) had failed to maintain certain minimum standards for
          performance availability on the Network,

     (ii) were incapable of performing under the CCA, and

    (iii) were incapable of providing adequate assurance of future
          performance.

In addition, Microsoft asserted claims against the Debtors
related to the proposed formation of a joint venture between
their one time web-hosting subsidiary, GlobalCenter, and AGX,
which was not consummated and was later abandoned.  The Debtors
dispute Microsoft's allegation that it has any claims related to
the Proposed Venture. (Global Crossing Bankruptcy News, Issue No.
46; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HALLMARK FINANCIAL: Successfully Completes Rights Offering
----------------------------------------------------------
Hallmark Financial Services, Inc. (Amex: HAF.EC), has completed
its rights offering.  Stockholders exercised subscription rights
to purchase the entire 25 million shares offered at a subscription
price of $0.40 per share, raising gross proceeds of $10.0 million.  
There were 18.0 million shares purchased through the exercise of
basic subscription rights and an additional 7.0 million shares
purchased through the over subscription privilege.  The proceeds
from the rights offering will be used to repay the bridge loan to
Newcastle Partners, L.P. and for general corporate purposes.

In aggregate, Hallmark received cash commitments for $13.5 million
totaling 33.7 million shares.  Hallmark has accepted all validly
exercised subscription rights limited to the $10 million offering
size.  Hallmark's transfer agent is in the process of distributing
stock certificates to stockholders exercising their subscription
rights.

Commenting on the rights offering, Mark E. Schwarz, Chairman and
CEO, stated, "We are pleased by the wide spread participation in
the rights offering by our stockholders.  The rights offering
proved to be a stockholder friendly and efficient mechanism to
raise capital.  Proceeds to the Company were maximized because no
underwriter or sales agent was necessary in the process.  Having
completed the offering, Hallmark's capital structure is now
primarily equity and better positioned to support the future
growth of the company."

Hallmark Financial Services, Inc. engages primarily in sale of
property and casualty insurance products.  The Company's
business involves marketing, underwriting and premium financing
of non-standard personal automobile insurance primarily in
Texas, Arizona and New Mexico, marketing of commercial insurance
in Texas, New Mexico, Idaho, Oregon and Washington, third party
claims administration, and other insurance related services.
The Company is headquartered in Dallas, Texas and its common
stock is listed on the American Stock Exchange under the symbol
"HAF.EC".

As previously reported, Hallmark Financial Services, Inc. (Amex:
HAF.EC), announced that A.M. Best upgraded the financial strength
ratings of its two insurance subsidiaries.  American Hallmark
Insurance Company of Texas was upgraded from "C+" to "B-" and
Phoenix Indemnity Insurance Company was upgraded from "D" to "B-".


HAYNES INTERNATIONAL: Enters into Amendment to Credit Agreement
---------------------------------------------------------------
On August 26, 2003, Haynes International, Inc. entered into
Amendment No. 4 to Credit Agreement between the Company, the
financial institutions party to the Credit Agreement dated
November 22, 1999, and Fleet Capital Corporation, in its capacity
as administrative agent.

The Amendment will be effective from August 26, 2003 through
January 31, 2004. The Amendment requires that the Company not
permit the average daily Revolving Credit Availability (as defined
in the Credit Agreement) for the thirty-day period preceding any
day on which the Company makes an interest payment on the 11 5/8%
Senior Notes due 2004 to be less than $4.5 million, after giving
effect to the amount of the applicable interest payment. Also,
beginning on August 26, 2003, and ending on January 31, 2004, the
FCCR (as defined in the Credit Agreement) must be at least 0.65 to
1.0 instead of at least 0.75 to 1.0. If the FCCR falls below this
limit, the Company will be in default of the Working Capital
Credit Agreement.

Haynes produces high performance alloys composed of high
temperature and corrosion resistant alloys used in aerospace,
chemical processing, energy, and environmental markets. The
company's modest base of operations renders its earnings and cash
flows susceptible to wide economic swings. Moreover, competitive
pressures in the high performance alloys industry are high and
substitute products such as stainless steel are abundant.

As reported in Troubled Company Reporter's August 21, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on high performance metal alloys producer Haynes
International Inc. to 'CCC' from 'CCC+'. The current outlook is
negative.

At the same time, Standard & Poor's lowered its senior unsecured
debt rating on Haynes to 'CCC-' from 'CCC+', reflecting the
disadvantaged position the senior unsecured debt holds in the
capital structure relative to the company's priority obligations.


HCA GENESIS: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: HCA Genesis, Inc.
             24 Lohmaier Lane
             Lake Katrine, NY 12449
             d/b/a Mercy Of Northern New York

Bankruptcy Case No.: 03-37132

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        MGNH, Inc.                                 03-37133

Type of Business: Health Care Complex

Chapter 11 Petition Date: September 5, 2003

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Kenneth A. Rosen, Esq.
                  Lowenstein Sandler, P.C.
                  65 Livingston Avenue
                  Rosaland, NJ 07068
                  Tel: (973) 597-2548
                  Fax: (973) 597-2549

                            Total Assets:   Total Debts:
                            -------------   ------------
HCA Genesis                  $11,547,733     $14,837,290
MGNH, Inc.                    $8,355,804      $7,178,412

     A. HCA Genesis' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Niagara Mohawk                                      $2,746,850
300 Erie Blvd. East
Syracuse, NY 13252
Niagara Mohawk

Office of the Attorney      Claims of NY Dept.      $1,480,675
General                    of Health, NY Dept.    
The Capitol                of Labor and IRS
Albany, NY 12224-0341       against Mercy of
                            Watertown, Inc. per
                            assignment of promissory
                            note under Consent

Christian Dribusch, Esq.,   Claims of creditors       $471,750
as Escrowee                of Mercy of Watertown,
5 Clinton Square            Inc. per assignment of
Albany, NY 12207            promissory note

McKesson Medical-Surgical                             $320,727
8121 Tenth Avenue North
Golden Valley, MN 55427

HealthCare Industry                                   $319,368
Trust of New York
PO Box 10093
Albany, NY 12201-5093

Royal Care Phcy Svcs                                  $233,538

Schwarz & Demarco                                     $167,308

Centrex Clinical Lab                                  $111,145

Northern Healthcare Linen Serv                        $104,108

Medline Industries, Inc.    Promissory Note            $80,929

Medicare                    Agreement to pay           $75,000
                            cure amount re assumption
                            and assignment of Provider
                            Agreement 335001 per Amended
                            Order authorizing sale,
                            
Compensation Risk Manager                              $41,642

Dade Behring                                           $43,423

Law Offices of Donald                                  $48,203
Snider  

NAEC                                                   $41,695

Otis Elevator Co.                                      $49,869

Pinkerton                                              $46,343

Pinto Mucenski & Watson                                $43,500

Sodexho, Inc. & Affiliates                             $47,542

Upstate Administrative Service                         $43,936

     B. MGNH, Inc.'s 10 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Niagra Mohawk Power Corp.                           $2,746,850
300 Erie Boulevard East
Syracuse, NY 13252

Office of the Attoney Gen.  Claim of NY Dept. of    $1,480,675
The Capitol                 Health, NY Dept. of Labor
Albany, NY 12224            and IRS against Mercy of
                            Watertown, Inc. per
                            assignment of promissory
                            note under Consent order

Christian Dribusch, Esq.,   Claims of creditors       $471,750
as Escrowee                of Mercy of Watertown,
5 Clinton Square            Inc. per assignment of
Albany, NY 12207            promissory note under
                            Consent Order Dismissing
                            Case

Medicare                    Cure Amount for            $75,000
                            assumption and assignment
                            of Medicare Provider
                            Agreement 335001 per
                            Amended Order authorizing
                            Sale, dated June 8, 2001

Law Offices of Donald Snider                           $15,138

Bond, Schoeneck & King PLLC                             $4,904
Attorneys at Law
One Lincoln Center
Syracuse, NY 13202-1355

Green Seifter Attorneys, PLLC                           $3,872

Hinman, Howard & Kattell, LLP                           $1,315

Brown Raysman Millstein                                   $111
Felder   
900 Third Avenue
New York, NY 10022


HEALTH RISK: Trustee Employs Silverman Olson as Accountants
-----------------------------------------------------------
Timothy D. Moratzka, Esq., the Trustee for the estates of Health
Risk Management, Inc., asks the U.S. Bankruptcy Court for the
District of Minnesota to employ Silverman, Olson, Thovilson &
Kaufmann, Ltd.

The Trustee believes that the employment of an Accountant is
necessary to represent or assist him in carrying out the his
duties with regard to the 401k Termination Issues for both the
year ending December 31, 2001 and for the period ended at the
Plan's liquidation expected to occur in 2002 including but not
limited to the services in connection with the Plan's annual
reporting obligation under the Employee Retirement Income Security
Action of 1974 (ERISA). This will include audit on the Statement
of Net Assets Available for Benefits as of December 31, 2001 and
as of the Plan's liquidation date and related Statement of Change
in Net Assts Available for Benefits for the year and period then
ended.

Allen B. Kaufmann, John L. Thorvilson, Leah V. Yotter will be
principally engaged in this retention.  Their compensation will be
based on actual time incurred in the project at standard hourly
rates of:

          Shareholders      $265 per hour
          Manager           $175 per hour
          In-Charge         $130 per hour
          Paraprofessional  $55per hour

Health Risk Management, Inc. and three subsidiaries filed for
Chapter 11 Bankruptcy on August 7, 2001 in the United States
Bankruptcy Court for the District of Minnesota. Through its HRM
Health Plans subsidiary, the company operates one Medicaid HMO in
Philadelphia and central Pennsylvania under the Oaktree and
HealthMate names; this accounts for more than three-quarters of
total sales. The company's 4YourCare unit offers claims
administration and acute care management services to some 85
clients, including employers, unions, insurance firms, managed
care companies, and government agencies.


HYPERTENSION DIAGNOSTICS: Completes $2.3 Mill. Equity Financing
---------------------------------------------------------------
Hypertension Diagnostics, Inc.  (OTC Bulletin Board: HDII.OB), has
raised $2.3 million dollars from the sale of common stock,
convertible preferred stock, and common and convertible preferred
stock warrants of the Company.

The private placement of Securities was completed on August 28,
2003 through the sale of approximately 9.3 million shares of the
Company's common stock and 586,000 shares of the Company's newly
created Series A Convertible Preferred Stock (the "Preferred
Stock") to private investors led by the Schwartz Group of Los
Angeles.  The investors also received warrants to purchase up to
an additional 23.3 million shares of common stock and up to an
additional 1.5 million shares of Preferred Stock.

The common stock and the Preferred Stock have not been registered
under the Securities Act of 1933, as amended, or state securities
laws, and may not be offered or sold in the United States absent
registration with the U.S. Securities and Exchange Commission
under the Act, or an applicable exemption therefrom.  The Company
has granted certain registration rights covering all of the common
stock and Preferred Stock sold in the offering to the investors.  
Net proceeds from the offering will be used primarily for working
capital purposes and to expand the Company's sales and marketing
efforts of its CardioVascular Profiling Systems.

Concurrent with the closing of this offering, the Company has
elected Mark Schwartz Chairman of the Board of Directors and Chief
Executive Officer.  Alan Stern and Larry Leitner have been
appointed as additional members to the Board.  Dr. Jay Cohn,
Kenneth Brimmer, and Greg Guettler will continue to serve on the
Board.  Dr. Steven Gerber will join the Board following the
Company's compliance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934, as amended.

Simultaneously with the closing of the offering, the Company
closed a transaction with its 8% Convertible Noteholders pursuant
to which they have tendered their notes to the Company along with
accrued interest thereon totaling $529,980 for 3,238,767 shares of
the Company's common stock.

Hypertension Diagnostics, Inc. designs, develops, manufactures and
markets proprietary cardiovascular profiling systems for medical
applications and clinical research.  These systems are marketed to
physicians, other health care professionals and researchers by a
direct sales force throughout the world.  In addition to providing
blood pressure values, the systems non-invasively detect subtle
changes in the compliance or elasticity of both large and small
arteries, which is a unique feature of HDI's technology.

                         *    *    *

            Liquidity and Going Concern Uncertainty

As of March 31, 2003, the Company had an accumulated deficit of
$20,047,351, attributable primarily to research and development
and general and administrative expenses. Until it is able to
generate significant revenue from its activities, the Company
expects to continue to incur operating losses. As of
March 31, 2003, it had cash and cash equivalents of $291,243, and
anticipates that these funds, in conjunction with revenue
anticipated to be earned from placements of its CVProfilor™
DO-2020 Systems, anticipated sales of our CR-2000 Research
Systems, as well as anticipated operating cost reductions, are
estimated to allow it to pursue its business development strategy
for approximately the next four months following March 31, 2003.
Because of these conditions, the Company's independent auditors,
Ernst & Young LLP, have expressed substantial doubt about the
Company's ability to continue as a going concern.


HYTEK MICROSYSTEMS: Hires Philip Bushnell as Chief Fin'l Officer
----------------------------------------------------------------
Hytek Microsystems, Inc. (OTC Bulletin Board: HTEK) has appointed
Philip Bushnell as Chief Financial Officer, replacing Ms. Sally
Chapman.

Prior to joining Hytek, Mr. Bushnell served as Senior Vice
President, Finance and Administration for Sigma Circuits, Inc., an
$85 million manufacturer of electronic interconnect products
including printed circuit boards, flexible circuits and circuit
assemblies.  Additionally, Mr. Bushnell served as Corporate
Secretary and Director.  During his tenure, Mr. Bushnell financed
Sigma through an IPO and ultimately participated in the sale of
the Company to Tyco International Ltd.  Prior to joining Sigma,
Mr. Bushnell held various finance positions with Varian Associates
and with Badger America, a Raytheon subsidiary.

Mr. Bushnell has extensive senior management experience in
manufacturing companies.  Additionally, Mr. Bushnell has degrees
in Engineering and Sociology from Tufts University and an MBA from
Boston University Graduate School.

Founded in 1974, Hytek, headquartered in Carson City, Nevada,
specializes in hybrid microelectronic circuits that are used in
oil exploration, military applications, satellite systems,
industrial electronics, opto-electronics and other OEM
applications.

                         *     *     *

As reported in Troubled Company Reporter's August 19, 2003
edition, the reports of Hytek Microsystems Inc.'s independent
auditors in the fiscal 2002 financial statements included
explanatory paragraphs stating that there is substantial doubt
with respect to the Company's ability to continue operating as a
going concern.

At March 29, 2003, the Company had a short-term note payable of
$315,000 outstanding under the renegotiated line of credit as
compared to $335,000 at December 28, 2002. At March 29, 2003, the
Company was not in compliance with certain covenants in relation
to its tangible net worth and quick ratio per the terms of the
note.  On May 15, 2003, the bank converted the line of credit to a
short-term note in the amount of $295,000 bearing an interest rate
of 6.250% per annum with a maturity date of May 15, 2004. The
Company is required to make monthly minimum payments of $13,000
beginning June 15, 2003 with a final payment in the amount of
approximately $165,000 on or before the maturity date. It is
management's intention to accelerate principal payments to reduce
or eliminate the final balloon payment.

As of June 28, 2003, the Company is in violation of its quick
ratio covenants and minimum tangible net worth. The Company is
required to maintain a minimum tangible net worth of not less than
$4,302,000 and maintain a quick ratio of 1.10 to 1.00. Currently
the Company's quick ratio is .993 and tangible net worth is
$4,135,000. If the Company fails to maintain covenants, the bank
reserves the right to call the note, which would adversely affect
the Company's ability to continue operations.


IMPATH: SEC Commences Formal Inquiry into Company's Accounting
--------------------------------------------------------------
IMPATH Inc. (OTC Pink Sheets: IMPH.PK) announced that the U.S.
Securities and Exchange Commission has informed the Company that
it has issued a formal order of private investigation to determine
whether there have been violations of the federal securities laws
and regulations.

IMPATH previously had announced that it would be working with the
SEC in connection with the Company's previous announcement of
possible accounting irregularities involving the Company's
accounts receivable and discrepancies relating to the amounts
capitalized to date on the Company's GeneBank(TM) asset. IMPATH
will continue to fully cooperate with the SEC as it moves forward
in this process.

The Company also announced that it did not appeal the Nasdaq Stock
Market, Inc.'s delisting of the Company's common stock from the
Nasdaq Stock Market, which was effective with the opening of
business on August 27, 2003. The delisting was a result of the
Company's failure to file its Quarterly Report on Form 10-Q for
the period ending June 30, 2003 as required by Nasdaq Market Place
Rule 4310c(14).

The Company's ability to provide products and services to its
customers in each of its specialized businesses has been
unaffected by these events and the Company continues to be
committed to providing its customers with the highest level of
services.

IMPATH is in the business of improving outcomes for cancer
patients. The Company is a leading source of cancer information
and analyses with a database of over 1 million patient profiles
and outcomes data on more than 2.3 million individuals. IMPATH
Physician Services uses sophisticated technologies to provide
patient-specific cancer diagnostic and prognostic information to
more than 8,700 pathologists and oncologists in over 2,100
hospitals and 630 oncology practices. Utilizing its comprehensive
resources, IMPATH Predictive Oncology serves genomics,
biotechnology and pharmaceutical companies involved in developing
new therapeutics targeted to specific, biological characteristics
of cancer. IMPATH Information Services provides software products,
including PowerPath(R) and the IMPATH Cancer Registry(TM) for the
collection and management of diagnostic data and outcomes
information. The Company's software products are currently being
utilized in nearly 1,000 hospitals, academic centers and
independent laboratories across the country.

                           *     *     *

As reported in Troubled Company Reporter's August 26, 2003
edition, the Company previously announced that the Company's Audit
Committee intends to retain independent counsel and an independent
forensic accounting firm to investigate the accounting
irregularities. Retention of these experts had commenced, but had
to be deferred due to the Company's limited available cash.

In light of the impact recent events have had on the Company's
liquidity, the Company announced that it has engaged legal and
financial advisors experienced in restructurings. In addition, the
Board of Directors has authorized the appointment of a chief
restructuring officer to augment the Company's efforts. The
Company is in discussions with its banks, and is considering all
options to address its liquidity needs, including the commencement
of a Chapter 11 case in order to enhance its liquidity and
facilitate an orderly restructuring. The Company is currently in
default under its credit agreement.

The Company's ability to provide products and services to its
customers in each of its specialized businesses has been
unaffected by these events and the Company continues to be
committed to providing its customers with the highest level of
services.


KENTUCKY ELECTRIC: Closes Sale of All Assets to KES Acquisition
---------------------------------------------------------------
Ashland Steel Liquidating Company, formerly known as Kentucky
Electric Steel, Inc., has completed the sale of substantially all
of its assets to KES Acquisition Company, LLC for $2,650,000.

The Bankruptcy Court entered an order approving the sale on
August 20, 2003. The Company closed on the sale on September 2,
2003.

The Company does not anticipate that any proceeds from the sale of
its assets to KES Acquisition will be distributed to its general
unsecured creditors or its stockholders. On August 12, 2003, the
Company filed its proposed disclosure statement and liquidating
plan of reorganization. The Bankruptcy Court will conduct a
hearing on the Company's proposed disclosure statement on
September 26, 2003.

As previously reported, the Company shut down its production
facilities and filed for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code in the United States Bankruptcy Court for
the Eastern District of Kentucky on February 5, 2003, with the
stated intention to facilitate the orderly sale of its assets.


KRONOS ADVANCED: Hires Sherb & Co. to Replace Grant Thornton
------------------------------------------------------------
Effective August 22, 2003, Kronos Advanced Technologies, Inc.,
dismissed Grant Thornton LLP as its independent certified public
accountants.

Grant Thornton's report on the Company's financial statements for
the past two fiscal years was modified to include an explanatory
paragraph wherein Grant Thornton expressed substantial doubt about
the Company's ability to continue as a going concern.

The change of independent accountants was approved by the
Company's Board of Directors on August 18, 2003.

On August 22, 2003, Kronos engaged Sherb & Company, LLP as its
principal accountant to audit the Company's financial statements.  

Kronos Advanced Technologies operates principally in one segment
of business: The  Company licenses, manufactures and distributes
air movement and  purification devices utilizing the KronosTM
technology. All other segments have been disposed of or
discontinued.  For the nine months ended March 31, 2003, the
Company operated only in the U.S.


LAIDLAW INC: Asks Court to Disallow 8 Allied Waste Claims
---------------------------------------------------------
Allied Waste Industries, Inc., and certain of its affiliates are
parties to a Stock Purchase Agreement with Debtors Laidlaw Inc.,
Laidlaw Transportation, Inc. and certain of their affiliates,
dated September 17, 1996.  Under the 1996 Purchase Agreement,
Allied Waste purchased from LINC all of its U.S. and Canadian
solid waste management operations.          

Pursuant to the terms of the 1996 Purchase Agreement, LINC and
LTI were responsible for the payment of taxes that accrued before
the closing date for the sale.  Moreover, LINC and LTI were to
reimburse Allied Waste or its affiliates for the actual amount of
the tax liability on an after-tax basis as and when paid.  
However, LINC and LTI did not have to make the payments if the
liability for a given tax period was less than $50,000.    

In another Purchase Agreement dated November 30, 1997 by and
among Allied Waste, ECDC Environmental, LC, Laidlaw Environmental
Services of Delaware, Inc., Ract, Inc. and LINC, Allied Waste
purchased the common stock ECDC from LESI and Ract.  Under the
1997 Purchase Agreement, LINC, as the parent of LESI, agreed to
indemnify the Allied Entities, composed of Allied Waste, ECDC
Environmental and ECDC Holdings, Inc., for:

    (a) any breach of, misrepresentation in, untruth in or
        inaccuracy in the representations and warranties made by
        LESI or LINC in the 1997 Purchase Agreement or its
        associated schedules, exhibits and certificates;

    (b) non-fulfillment or non-performance of any agreement,
        covenant or condition on LINC or LESI's part made on the
        1997 Purchase Agreement, a Corporate Purchase Contract
        among General Motors Corporation, ECDC Environmental and
        Safety-Kleen Corp. or certain other agreements; or

    (c) any claim by a third party that, if true, would result in
        the satisfaction of a condition for indemnification.

Pursuant to the 1997 Purchase Agreement, the indemnification
obligations only applied to the extent the total obligation
exceeds $1,500,000 but not beyond $30,000,000.  No claim will be
asserted for purposes of the $1,500,000 deductible or thereafter
for indemnification unless the claim exceeds $25,000.   

The Allied Entities have asserted eight Claims based on a range
of liabilities or alleged liabilities to which they assert they
are entitled to indemnification under the provisions of the 1996
Purchase Agreement and the 1997 Purchase Agreement.  

The Debtors have reviewed the Claims and have determined that
each Claim asserts contingent, unliquidated or undocumented
liabilities.  

                Claims Nos. 646, 648, 961 and 962

Claim No. 646 was filed by Allied Waste against LTI for tax
payments that Allied Waste alleged were covered by the
indemnification provisions in the 1996 Purchase Agreement.  In
Claim No. 646, Allied Waste asserted that the current amount to
which it was entitled to indemnification was $12,498, but noted
that the amount was subject to change as it is believed Allied
Waste would make additional payments.  

Claim No. 648, on the other hand, asserts an identical liability
to that asserted in Claim No. 646 except it is asserted against
LINC.  Allied Waste subsequently filed an amendment to each of
these claims -- Claim Nos. 961 and 962 -- alleging that the
indemnification obligations would not be less than $4,948,693.

Gary Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
contends that Claim Nos. 646 and 648 should be disallowed as they
are amended by Claim Nos. 961 and 962.  Furthermore, Claim No.
962 should be disallowed in its entirety because:

   (1) Allied Waste fails to provide sufficient supporting
       documentation with respect to the tax payments it
       allegedly made;

   (2) it asserts certain amounts for estimated taxes that it
       may pay in the future.  Under the 1996 Purchase
       Agreement, Mr. Graber notes that LINC and LTI are only
       liable once Allied Waste paid taxes and only for the
       after-tax amount of the payment;

   (3) certain tax liabilities that Allied Waste claims it has
       paid in Claim No. 962 also are subject to disallowance as
       falling under the $50,000 minimum payment amount
       established in the 1996 Purchase Agreement.  These
       include tax amounts of $3,200, $3,722 and $3,339,
       identified in the claim; and

   (4) Allied Waste's contention that it paid $270,000 to the
       State of Oklahoma should be disallowed as this payment
       was for multiple tax years.  The lumping of multiple
       claims together in that payment makes it impossible to
       determine what portion, if any, of a particular claim was
       above the $50,000 threshold required for payment of
       claims in a particular tax year.

In addition, Mr. Graber asserts, Claim No. 961 should be
disallowed because this is an Allowed Secondary Liability Claim
under the Plan.

                     Claim Nos. 647 and 649

ECDC Environmental and ECDC Holdings filed Claim No. 647 against
LINC for $3,745,000 for indemnification obligations arising from
a lawsuit pending in the U.S. District Court for the District of
New Jersey.  Claim No. 647 does not:

   -- allege that any judgment has been entered in this action,
      or

   -- contain any explanation on how the $3,745,000 amount was
      calculated.

Meanwhile, ECDC Environmental filed Claim No. 649 against LINC
for $895,000 for indemnification based on a lawsuit in the Third
Judicial Circuit for Salt Lake County, Utah.  Similarly, Claim
No. 649 does not:

   -- allege that any judgment has been issued in this action,
      or

   -- contain any calculation of how the $895,000 amount was
      calculated.      

Mr. Graber asserts that Claim Nos. 647 and 649 should be
disallowed in their entirety.  ECDC Environmental and ECDC
Holdings have provided no documentation on the lawsuit for which
it is claiming indemnification in Claim No. 647 other than its
caption and the venue in which it was pending.  

Likewise, ECDC Environmental has provided no documentation of the
lawsuit for which it is claiming indemnification in Claim No.
649.  No demonstration has been made that any liability was
established in either of these suits, or even that the liability
is likely.  

                     Claim Nos. 650 and 960

ECDC Environmental filed Claim No. 650 against LINC for
$11,027,600 as a protective proof of claim for any amounts
subject to indemnification under the General Motors Contract.  As
the Court is aware, Mr. Graber notes, Safety-Kleen commenced its
own Chapter 11 cases in the U.S. Bankruptcy Court for the
District of Delaware.  Safety-Kleen rejected its obligations
under the General Motors Contract in its bankruptcy case.  
Subsequently, ECDC filed Claim No. 960, as an amendment to Claim
No. 650, asserting a $12,943,845 liability of the Debtors
relating to the rejected General Motors Contract.

Mr. Graber argues that Claim No. 650 should be disallowed as a
claim amended by Claim No. 960.  Likewise, Claim No. 960 should
be disallowed in its entirety.  ECDC Environmental calculates
this $12,943,845 claim by adding three components:

   (a) $697,480 for unpaid amounts under the General Motors
       Contract;

   (b) closing costs of $2,032,502; and

   (c) a lost profits claim of $10,213,863.      

In the attachment to Claim No. 960, ECDC Environmental itemizes
$697,480 in invoices for Safety-Kleen that it wrote off when
Safety-Kleen rejected the contract.  This amount is less than the
$1,500,000 deductible for indemnification provided under the 1997
Purchase Agreement and thus cannot be allowed.

ECDC Environmental also alleges that it experienced closing costs
of the landfill that was being operated under the General Motors
Contract totaling $2,032,502.  Mr. Graber informs the Court that
ECDC Environmental never explained why it had to close the
landfill used for the General Motors Contract or why it did not
renegotiate the contract with General Motors.  

With the rejection of the General Motors Contract, particularly
given the long remaining term of the contract, Mr. Graber points
out that ECDC Environmental should have attempted to mitigate its
damages by renegotiating the deal with General Motors.  ECDC
Environmental has provided no evidence that it attempted to do
this and instead seeks to charge the Debtors for closing the
landfill.  Therefore, the Debtors should not be liable for ECDC
Environmental's costs in closing the landfill.           

Moreover, Mr. Graber relates that the other element of damages
ECDC Environmental asserted in Claim No. 960 based on the
rejection of the General Motors Contract is a speculative lost
profits claim for $10,213,863.  The projections of damages
attached to Claim No. 960 show dramatically higher revenue for
2002 and the remaining term of the contract than the 2001
projection.  These amounts, Mr. Graber contends, are highly
speculative.  Lost profits are not recoverable as they are remote
and speculative. (Laidlaw Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LAND O'LAKES: CTO David Hettinga to Retire on October 17, 2003
--------------------------------------------------------------
Land O'Lakes, Inc. announces that Dr. David H. Hettinga, vice
president and chief technical officer, Corporate Research,
Technology and Engineering, is retiring October 17, 2003, after 20
years of service.

Hettinga joined Land O'Lakes in 1983 as vice president of Dairy
Foods Research and Development.  He was named vice president of
Research, Technology and Engineering in 1986.  Since 1990, he has
served as vice president and chief technical officer for the
company, managing such functions as food research and development,
agricultural research and technology, corporate exploratory
research, quality assurance, regulatory affairs, analytical
laboratory, and engineering.  Hettinga also managed Land
O'Lakes(R)-TECH Laboratories, Inc. and Q.C. Inc. business units.

During Hettinga's tenure, he oversaw the research that resulted in
the development of Land O'Lakes dairy products such as LAND O
LAKES(R) Spreadable Butter with Canola Oil, LAND O LAKES(R) No-Fat
Half-and-Half, and whey fractions, and animal feed products such
as Cow's Match(TM) calf milk replacer.

"For the past 20 years, David Hettinga has provided innovative and
insightful leadership to Land O'Lakes research and development
efforts," said Land O'Lakes President and Chief Executive Officer
Jack Gherty.  "He has played a key role in such diverse research
and technology-driven areas as new product and new process
development, quality control and management, environmental health
and safety, regulatory compliance and a wide range of analytical
services."

Hettinga is director of several public organizations and private
companies.  He has contributed to several books and written
numerous papers, which have been published in scientific journals.  
Hettinga has been a featured speaker for many conferences,
symposiums and meetings.  He also serves as a U.S. delegate and
chairman of the U.S. National Committee to the International Dairy
Federation.

Land O'Lakes -- http://www.landolakesinc.com-- is a national,  
farmer-owned food and agricultural cooperative, with sales
approaching $6 billion. Land O'Lakes does business in all 50
states and more than 50 countries. It is a leading marketer of a
full line of dairy-based consumer, foodservice and food ingredient
products across the U.S.; services its international customers
with a variety of food and animal feed ingredients; and provides
farmers and local cooperatives with an extensive line of
agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

                         *     *     *

As previously reported in Troubled Company Reporter, Moody's
Investors Service downgraded the ratings on Land O'Lakes, Inc.
Outlook is stable.

     Rating Action                           To           From

  Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

     * $250 million Senior secured bank
       facility, due 2004                    B1            Ba2

     * $291 million Senior secured term
       loan A, due 2006                      B1            Ba2

     * $234 million Senior secured term
       loan B, due 2008                      B1            Ba2

     * $350 million 8.75% Senior unsecured
       guaranteed Notes, due 2011            B2            Ba3

  Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

The lowered ratings reflect the company's weaker-than-expected
operating performance, giving rise to a constrained financial
flexibility and the deterioration of credit protection measures.


LEAP WIRELESS: Cricket Hires Butler Shine to Handle Advertising
---------------------------------------------------------------
Leap Wireless International, Inc. (OTCBB:LWIQE), an innovator of
wireless communications services, announced that its operating
subsidiary Cricket Communications, Inc. has named Butler, Shine,
Stern & Partners as the agency-of-record to handle Cricket's
advertising account, which is valued at $20-$25 million annually.

"As we continue to expand our Cricket service offering by
introducing additional value-added products to customers, we
believe it is important to be working with an advertising agency
that brings to the table the breadth of consumer marketing
experience that will help us evolve the Cricket brand," said
Harvey White, Leap's CEO. "Butler, Shine, Stern & Partners brings
the level of enthusiasm, talent and experience we were looking for
in an advertising agency."

"We chose Butler, Shine, Stern & Partners because of the agency's
disciplined and comprehensive approach to brand building and its
ability to deliver fresh creative ideas," said Aimee Irwin,
Director of Marketing, Cricket Communications. "We look forward to
working with the agency and rolling out a series of campaigns
starting in the fourth quarter to convey Cricket's unique value
proposition and help continue to grow our subscriber base."

"We are pleased to be on board as Cricket's advertising agency,
especially as the company continues to evolve its service
offerings," said Greg Stern, CEO, Butler, Shine, Stern & Partners.
"Already we have several innovative ideas for the Cricket
advertising campaign, which we believe will further build
awareness and brand equity."

As Cricket's new advertising agency-of-record, Butler, Shine,
Stern & Partners will develop creative strategies that communicate
what Cricket is all about -- providing a clean, simple, and
predictable wireless service. In June the company began an
extensive selection process, which entailed a review of more than
20 advertising agencies from across the country.

With Cricket service available in 20 states stretching from New
York to California, Leap's subsidiary is the ninth largest service
provider in the U.S. in terms of customers.

Butler, Shine, Stern & Partners is a leading independent
advertising, design, interactive and direct marketing firm. BSSP
is well regarded for its combination of unique creative product
and fully integrated marketing communication strategies. The firm
is responsible for many notable and award winning campaigns in its
ten-year history. Current clients include: Anchor Blue, Diageo
Chateau and Estates, Health Net, VeriSign, Pottery Barn, Good
Guys, Ubi Soft, Noah's Bagels, Men's Health, SmartWool and Weider
Nutrition. For more information about BSSP, please visit
http://www.bsands.com  

With Cricket(R) service, customers can make unlimited calls over
their service area for a low, flat rate. Cricket customers can
call long distance anywhere for a little more -- just 8 cents per
minute to anywhere in the United States and just 18 cents per
minute anytime to anywhere in Mexico or Canada. The service offers
text messaging, voicemail, caller ID, three-way calling and call
waiting for a small additional monthly fee. Cricket also offers
downloadable Ringtones. The extra value Cricket(r) Talk rate plan
is $39.99 per month plus tax, which includes unlimited local
calls, 500 free minutes of U.S. long distance and a three-feature
package (including caller ID, call waiting and three-way calling).
Cricket service is an affordable wireless alternative to
traditional landline service, and appeals to people completely new
to wireless -- from students to young families and local business
people. For more information, visit http://www.mycricket.com  

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wireless(r) service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. For more information, visit
http://www.leapwireless.com  


LEAR CORP: Will Hold Q3 Conference Call on October 17, 2003
-----------------------------------------------------------
Lear Corporation (NYSE: LEA) will hold a conference call to review
the company's third-quarter 2003 financial results and related
matters on Friday, October 17, 2003 at 9:00 a.m. EDT.

To participate in the conference call (Conference I.D. 1943875):

    *  Domestic calls 1-800-789-4751
    *  International calls 1-706-679-3323

The audio replay will be available two hours following the call
at:

    *  Domestic calls 1-800-642-1687
    *  International calls 1-706-645-9291

The audio replay will be available until October 24, 2003 (Replay
I.D. 1943875).

You may also listen to the live audio webcast of the call, in
listen only mode, on our corporate Web site at http://www.lear.com  

                        *       *       *

As reported in Troubled Company Reporter's July 30, 2003 edition,
Standard & Poor's Ratings Services raised its corporate credit
rating on Southfield, Michigan-based Lear Corp. to 'BBB-' from
'BB+'. In addition, Standard & Poor's raised its senior secured
and senior unsecured ratings on the company to 'BBB-' from 'BB+'.
Lear has total debt (including operating leases and sold accounts
receivable) of about $2.6 billion. The outlook is stable.

The ratings upgrade reflects Lear's reduced debt leverage, solid
financial performance amid challenging industry conditions, and
more disciplined growth strategy following a period of rapid
consolidation. Lear is one of the world's largest suppliers of
automotive seating and interior products.


LOGOATHLETIC: Disclosure Statement Hearing Slated for October 3
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter's
September 8, 2003 issue, LogoAthletic, Inc., filed their Chapter
11 Liquidating Plan and accompanying Disclosure Statement with the
Court.  

The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing to consider approval of the Disclosure Statement
on October 3, 2003 at 11:00 a.m. before the Honorable Judith K.
Fitzgerald, United States Bankruptcy Judge in her courtroom
located at 5490 US Steel Tower, 600 Grant Street in Pittsburgh,
Pennsylvania.

All written objections and other responses to the approval of the
Disclosure Statement must be filed on or before September 26,
2003, with the:

     U.S. Bankruptcy Court for the District of Delaware
     Marine Midland Plaza
     824 Market Street, 6th Floor
     Wilmington, Delaware 19801

with a copy to:

  i) counsel for the Debtors
     Pachulski, Stang Ziehl, Young, Jones & Weintraub PC
     919 North Market Street, 6th Floor
     PO Box 8705
     Wilmington, Delaware 19899-8705
     Attn: Laura Davis Jones, Esq.,

           And

     Pachulski, Stang Ziehl, Young, Jones & Weintraub PC
     Three Embarcadero Square, Suite 1020
     San Francisco, California 94111
     Attn: Tobias S. Keller, Esq.

ii) counsel for the Official Committee of Unsecured Creditors
     Proskauer Rose LLP
     1585 Broadway
     New York, NY 10036-8299
     Attn: Scott Rutsky, Esq., or

     Cozen & O-Connor PC
     1201 North Market Street, Suite 1400
     Wilmington, Delaware 19801
     Attn: Mark Felger, Esq.

iii) the Office of the Unites States Trustee
     J. Caleb Boggs Federal Building
     844 King Street, Suite 2207
     Lock Box 35
     Wilmington, Delaware 19801
     Attn: Mark Kenney, Esq.

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.


LTV CORP: Bank One Bucks Plan to Indemnify Officers & Directors
---------------------------------------------------------------
Victoria E. Powers, Esq., at Schottenstein Zox & Dunn Co. LPA in
Columbus, representing Bank One Trust Company, N.A., successor in
interest to Bank One Ohio Trust Company, objects to the Motion Of
the LTV Debtors for approval of a Director And Officer Indemnity
Trust.  

The Indemnity Trust Motion seeks to create an obligation on the
part of the LTV Steel estate for an immediate payment of
$1,000,000 into the Indemnity Trust, and creates a potentially
open-ended obligation on the part of the LTV Steel estate to
replenish the Indemnity Trust in the event that monies are
disbursed from it.  

The Collateral Trustee is the holder of secured and administrative
claims against the Debtor.  In particular, the Collateral Trustee
held liens against the real and personal property located at LTV
Steel's former Cleveland West facility in the amount of
$250,000,000, for the benefit of certain LTV Steel workers and
retirees. As a result of the sale of the Integrated Steel assets
(which included Cleveland West) and the Allocation Hearing
conducted by Judge Kendig, the Collateral Trustee's liens were
valued at less than $50,000.  Moreover, as a result of the
Allocation Order, the LTV Steel estate received approximately
$47,000,000 in unencumbered funds, due to the fact that Cleveland
East and West facilities were found to have minimal value and
the Indiana Harbor facilities were found to have no value. Ms.
Powers reminds Judge Bodoh that the Collateral Trustee and several
other parties have appealed from the Allocation Order.  In
addition, in November, 2002, because the valuation issues had not
been resolved on appeal, the Collateral Trustee (and several other
appellants) sought to prohibit the Debtor's disbursement of the
proceeds of the Integrated Steel Sale.  At the December 6, 2002,
hearing on that motion, the Court ruled in favor of the Debtor.
The Court indicated that the Collateral Trustee would have the
opportunity to object to any future expenditure of the Debtor and
that, in the event that the Allocation Order is reversed, funds
paid to other parties would be subject to disgorgement.

The expenditures proposed in the Indemnity Trust Motion are
significant, and are not appropriate expenditures for a
liquidating entity.  If this case were proceeding as a normal
liquidation, the Chapter 7 trustee would not need to spend estate
assets for ongoing Director and Officer coverage.  The
expenditures proposed in the Indemnity Trust Motion are not
necessary for the successful completion of the LTV Steel
bankruptcy, and accordingly should not be made at the
expense of the estate's secured and administrative creditors.  The
Indemnity Trust Motion should be denied -- but, to the extent
relief sought in the Indemnity Trust Motion is granted, the Court
should condition the relief to make clear that any funds paid or
transferred from the estate pursuant the Trust are subject to
disgorgement in the event the allocations so described in the
Allocation Order are subsequently revised.

              Administrative Committee: Not Sure Yet

On behalf of the Official Committee of Administrative Claimants,
Michael A. VanNeil, Esq., at Baker & Hostetler LLP in Cleveland,
says guardedly that, although the Debtors indicated in their
Motion that they had the support of the Official Committees, the
Committee is actually still in the process of reviewing the terms
of the proposed indemnity trust with the Debtors and currently  
not in a position to support or contest the creation of the trust.  
The Committee reserves its position pending completion of that
review. (LTV Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


MANDALAY RESORT: SEC Declares Form S-3 Filing Effective
-------------------------------------------------------
Mandalay Resort Group (NYSE: MBG) announced that its registration
statement on Form S-3 relating to resales by securityholders of
the company's issued and outstanding Floating Rate Convertible
Senior Debentures due 2033, and the shares of its common stock
issuable upon conversion of the debentures, was declared effective
by the Securities and Exchange Commission Friday.

A copy of the prospectus may be obtained from Les Martin, Mandalay
Resort Group, 3950 Las Vegas Boulevard South, Las Vegas, NV 89119.

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


METROPOLITAN ASSET: Fitch Cuts Two Ratings to Low-B/Junk Levels
---------------------------------------------------------------
Fitch Ratings has affirmed and downgraded the following
Metropolitan Asset Funding issue:

Series 1998-B

-- Classes A5, X affirmed at 'AAA';

-- Class M1 affirmed at 'AA';

-- Class M2 affirmed at 'A';

-- Class B1 downgraded to 'BB-' from 'BBB' and removed from Rating
   Watch Negative;

-- Class B2 is downgraded to 'CC' from 'B-'.

The negative rating actions taken reflect the poor performance of
the underlying collateral in the transaction. The level of losses
incurred has been higher than expected and have resulted in the
depletion of overcollateralization. Since the last time this
transaction was reviewed in April 2003, OC has decreased from
$588,352 (1.09% of pool balance) to $217,526 (0.47% of pool
balance).


MIRANT CORP: Pepco and FERC Seek Federal Court Intervention
-----------------------------------------------------------
Pepco, a unit of Pepco Holdings, Inc. (NYSE: POM), and the Federal
Energy Regulatory Commission sought relief from a federal district
court in Texas to block an effort by bankrupt Mirant Corp. to bar
FERC from requiring Mirant to honor its power contracts with
Pepco.

Pepco and FERC together asked the U.S. District Court for the
Northern District of Texas to remove jurisdiction to hear Mirant's
motions filed Aug. 28 from the bankruptcy court in Ft. Worth. In
their joint filing, Pepco and FERC said that resolving Mirant's
motion will require the consideration of non-bankruptcy federal
laws over which FERC has jurisdiction under the Federal Power Act.

Dennis R. Wraase, Pepco Holdings' chief executive officer, called
Mirant's attempt to reject the contracts an effort "to enrich
Mirant's banks and bondholders at the expense of Pepco and its
customers."

Mirant, which filed for bankruptcy July 14, operates several power
plants in the Washington, D.C. region which it purchased from
Pepco in 2000 and supplies power to Pepco customers under a
contract with Pepco, a Pepco Holdings subsidiary. The contract
included both purchase of the assets and a commitment to honor
power purchase agreements. In its Aug. 28 filing with the
bankruptcy court, Mirant sought permission to reject Mirant's
commitment to reimburse Pepco for the cost of electricity supplied
under terms of power purchase agreements with third parties.
Mirant did not seek to reject the agreements under which it
supplies power to Pepco customers, but indicated that it wants to
renegotiate the terms of those agreements with Pepco and implied
that if Pepco did not accede to its demands it would seek to
reject these agreements as well.

The bankruptcy court, at Mirant's request and without hearing from
Pepco or FERC, also issued a temporary restraining order barring
the federal regulator from requiring Mirant to continue buying or
selling power to Pepco and preventing Pepco from encouraging other
parties to seek to protect their rights under the Federal Power
Act.

"Mirant's attempts to prevent Pepco from advocating for its
customers and to circumvent FERC's jurisdiction is unprecedented,"
Wraase said.

Wraase also noted that while there is no anticipation of
interruption of power supply to Pepco customers as a result of
Mirant's actions, there are other consequences that could
negatively affect Pepco's customers by leading to higher rates. He
said that Mirant's actions have already resulted in Pepco's debt
being placed on credit watch for potential downgrade.

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


MOBILE COMPUTING: Enters Definitive Restructuring Agreements
------------------------------------------------------------
Mobile Computing Corporation has entered into definitive
agreements with respect to a series of transactions with The
VenGrowth Investment Fund Inc. (holder of 20% of the common shares
of the Company and $500,000 principal amount of its 10%
convertible debentures) and The VenGrowth II Investment Fund Inc.
(holder of $9.5 million principal amount of the Company's 10%
convertible debentures) and NBC Canada West Capital Inc., for a
significant restructuring of the Company.  

Under the terms of an asset purchase agreement between the Company
and MCC Technologies Corp., a newly incorporated entity wholly-
owned by VenGrowth, the Company will sell its existing business
and operating assets to MCC Technologies in exchange for the
cancellation of principal and accrued and unpaid interest of
$7,000,000 in respect of the Company's outstanding 10% convertible
debentures. In addition, VenGrowth will convert a portion of the
accrued interest on the convertible debentures of the Company held
by VenGrowth into 2,536,238 common shares of the Company in
accordance with the terms of those debentures. MCC Technologies
will assume all the liabilities of the Company, other than certain
tax and other liabilities. This sale will comprise substantially
all of the Company's business, including all of its intellectual
property and the shares of its wholly-owned subsidiary, Mobile
Computing Corporation (USA). VenGrowth will also cancel its
outstanding warrants and options to acquire an aggregate of 7
million common shares of the Company. After giving effect to these
transactions and the transactions with NBC West described below,
VenGrowth will own approximately 16% of the outstanding common
shares of the Company and no amount will be owing by the Company
in respect of its outstanding convertible debentures. VenGrowth
has agreed to extend the maturity date of the Company's
outstanding convertible debentures due August 2003 until the
earlier of the completion of these transactions, the termination
of either the asset purchase agreement with MCC Technologies or
the debenture purchase agreement with NBC West, and October15,
2003.

Pursuant to a debenture purchase agreement between The VenGrowth
II Fund Inc., NBC West and the Company, VenGrowth II will sell a
portion of the Company's convertible debentures held by it to
Nova, including accrued and unpaid interest thereon and related
rights of conversion, for an aggregate purchase price of $125,000.
Nova will convert such debentures and interest into 23,070,972
common shares of the Company in accordance with the terms of the
debentures. After giving effect to such conversion and the
transactions with VenGrowth described above, Nova will own
approximately 33% of the outstanding common shares of the Company.
Nova has agreed to advance, at closing, $125,000 to the Company by
way of a demand loan, of which $50,000 will form part of the
assets of the Company acquired by MCC Technologies. Nova has
stated that it intends to implement a new business plan to
maximize shareholder value, which will include hiring a new
management team, raising additional capital and having the Company
develop a merchant banking activity.

Following completion of these transactions, the common shares of
the Company will be de-listed from the Toronto Stock Exchange. The
Company intends to make application to list its common shares on
the NEX board of the TSX Venture Exchange upon completion of the
transactions.

VenGrowth has indicated that it intends to continue to manage its
investment in the business to be acquired by MCC Technologies. "We
are pleased that this transaction remains on course for closing in
the fall", stated Earl Storie, Managing General Partner of
VenGrowth. "The transition to MCC Technologies should be smooth
for customers, suppliers and employees and the business should be
well positioned for the future."

The board of directors of the Company appointed an independent
committee of directors to review and approve the transactions
between the Company and MCC Technologies and NBC West,
respectively. In the absence of the proposed transactions, the
Company faced total payment obligations of approximately $12.2
million under its outstanding convertible debentures. Following
extensive discussions with the holders of those debentures
regarding the refinancing of that indebtedness and the
consideration of various strategic alternatives, the independent
committee concluded it is unlikely that the Company would be able
to raise additional funds and that its cash and cash equivalents
would not be sufficient to repay the debentures when due. After
obtaining the advice of outside advisors, the independent
committee has concluded that the terms of the transaction between
the Company and MCC Technologies are reasonable in the
circumstances of the Company and that such transaction and the
transactions involving NBC West are in the best interests of the
Company's shareholders and offer the best means of providing
shareholder value.

The transactions are subject to shareholder approval and the
receipt of all necessary regulatory approvals, including the
approval of the Toronto Stock Exchange. The Company intends to
seek shareholder approval at an annual and special meeting of
shareholders, currently expected to be scheduled for mid October,
2003. Accordingly, there can be no assurance that the transactions
will be completed as proposed or at all.

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

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


NAVIGATOR GAS: Signs-Up Harding Lewis as Isle of Man Accountant
---------------------------------------------------------------
Navigator Gas Transport PLC and its debtor-affiliates are asking
for approval from the U.S. Bankruptcy Court for the Southern
District of New York to retain Harding Lewis of Castletown, Isle
of Man, as their Isle of Man accountant and auditor to perform the
independent auditing and accounting services that are required
under Isle of Man law.

Harding Lewis is a chartered auditing with offices located at 1
Castle Street, Castletown, Isle of Man.  Prior to the commencement
of these cases, the Debtors retained Harding Lewis as an auditor
for a period of 3 years.

The Debtors now seek to retain Harding Lewis as their Isle of Man
accountant and auditor because of the firm's familiarity with the
Debtors' financial and business histories as a result of its prior
engagement on behalf of the Debtors, and its familiarity with the
relevant law of the Isle of Man, the place of the Debtors'
incorporation.

The professional services that Harding Lewis will render to the
Debtors include:

     a) auditing and reporting on the 2001 and 2002 consolidated
        financial statements of the Debtors pursuant to Isle of
        Man law;

     b) performing all other auditing and accounting services
        for the Debtors which are appropriate, necessary and
        proper in this Chapter 11 proceeding in connection with
        the Isle of Man and Isle of Man law.

Andrew H. Sharpe, a member of the firm of Harding Lewis, and also
a member of the Institute for Chartered Accountants in
England and Wales, reports that his firm has no connection with
the Debtors, their creditors, equity security holders, or any
other parties-in-interest, or their respective attorneys, in any
matters relating to the Debtors or their estate.

The principal auditors designated to provide services to the
Debtors and their current standard hourly rates range from GBP40
to GBP100.

Navigator Gas Transport PLC's business consists of the transport
by sea of liquefied petroleum gases and petrochemical gases
between ports throughout the world. The Company filed for chapter
11 protection on January 27, 2003 (Bankr. S.D.N.Y. Case No. 03-
10471).  Adam L. Shiff, Esq., at Kasowitz, Benson, Torres &
Friedman LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $197,243,082 in assets and $384,314,744 in
liabilities.


NAVISTAR INT'L: Will Keep Chatham, Ont., Heavy Truck Plant Open
---------------------------------------------------------------
International Truck and Engine Corporation, the operating company
of Navistar International Corporation (NYSE:NAV) (BB-/Stable/--),
will keep its Chatham, Ontario heavy truck assembly plant open.

Daniel C. Ustian, Navistar president and chief executive officer,
said the company is pleased to have come up with a plan that meets
the combined objectives of improved profitability for its heavy
truck business and continued operations in Chatham.

Ustian noted that the impact of the decision to keep the plant
operating would result in an adjustment to the company's existing
restructuring charge recorded in the fourth quarter of 2002.

He added that the company has also accelerated the sign-up period
for an early retirement window program offered to certain
eligible, long-service United Auto Workers union represented
employees. The purpose of the window program is to enable the
company to address the changing staffing needs of the business.
The expected dates for retirement under the program have not been
changed, but the earlier sign-up period requires the company to
account for the program in the fourth quarter of 2003.

According to Ustian, Navistar is in the process of quantifying the
impact of these decisions and will disclose them with the release
of its fourth quarter earnings. Neither of these decisions however
is expected to impact the company's earning guidance issued in the
third quarter earnings release on August 15, 2003.

"These actions allow us to substantially complete our initial
transformation strategy that we began in 1997," said Robert C.
Lannert, vice chairman and chief financial officer.

Lannert said Navistar's focus "now is on execution: execution of
our quality and cost improvement goals with our management team
dedicated to delivering bottom-line savings and continuously
improving results."

International Truck and Engine Corporation produces Internationalr
brand commercial trucks, mid-range diesel engines and IC brand
school buses and is a private label designer and manufacturer of
diesel engines for the pickup truck, van and SUV markets. With the
broadest distribution network in North America, the company also
provides financing for customers and dealers. Additionally,
through a joint venture with Ford Motor Company, the company
builds medium commercial trucks and sells truck and diesel engine
service parts. Additional information is available at
http://www.internationaldelivers.com  

As reported in Troubled Company Reporter's December 17, 2002
edition, Fitch Ratings assigned a 'BB' to Navistar International
Corporation's $190 million senior unsecured convertible notes.
The Rating Outlook is Negative.

Fitch Ratings downgraded Navistar's existing securities to
reflect the continuing weak industry environment in Navistar's
core medium and heavy-duty truck markets in North America,
recent occurrences in Navistar's joint efforts with Ford,
continued headwinds in certain cost areas such as employee and
retiree healthcare costs, and concerns over the impacts of
substantial cash calls associated with scheduled pension
contributions and restructuring charges. Mitigating these
negatives were some positive factors such as the completion of
Navistar's major capital expenditure program, overall product
competitiveness, restructuring efforts that have positioned them
for the future, and the recent conclusion of contract
negotiations with the UAW.


NAVISTAR INT'L: Canadian Gov't Pact Won't Affect S&P Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said that Navistar
International Corp.'s (BB-/Stable/--) recent announcement that it
has reached an agreement with the Government of Canada and the
Province of Ontario to keep the company's Chatham Ontario plant
open has no immediate ratings impact.

Navistar had previously reported that it may close the facility if
it was unable to reach an agreement on cost concessions with the
Canadian Auto Workers and additional incentives with the Canadian
Government. This would have resulted in production being shifted
to the company's Escobedo, Mexico facility. However, as a result
of the incentives received, Navistar's Chatham facility will
become more profitable and cost effective and will allow the
company to continue producing heavy-duty trucks in Chatham.
Navistar will now have open capacity at its Escobedo facility,
which would allow the company to produce additional vehicle
platforms there.

Navistar also announced that it would adjust its previously
announced restructuring charge to reflect an accelerated sign up
period for early retirement; however, it should have no effect on
the company's earnings guidance of $0.65-$0.75 a share in the
fourth quarter.


NORSKE SKOG: Completes Exchange Offer for 8-5/8% Senior Notes
-------------------------------------------------------------
Norske Skog Canada Limited (TSX: NS), has completed its offer to
exchange U.S.$400,000,000 aggregate principal amount of its 8-5/8%
Series D Senior Notes Due 2011, which have been registered under
the Securities Act of 1933, as amended, for U.S.$250,000,000
aggregate principal amount of its 8-5/8% Senior Notes Due 2011 and
U.S.$150,000,000 aggregate principal amount of its 8-5/8% Series C
Senior Notes Due 2011.

The expiration date for the Exchange Offer was 5:00 p.m., New York
City time, on September 3, 2003, at which point all of the
U.S.$250,000,000 aggregate principal amount of the outstanding
8-5/8% Senior Notes Due 2011 and U.S.$150,000,000 aggregate
principal amount of the outstanding 8-5/8% Series C Senior Notes
Due 2011 had been tendered for exchange.

                        *      *      *

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


NORTEL: S&P Affirms & Keeps Watch on B-Rated Series 2001-1 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on
Nortel Networks Lease Pass-Through Trust's certificates series
2001-1. Concurrently, the outlook is revised to stable from
negative.

The rating on the certificates is dependent upon the corporate
credit rating on Nortel Networks Ltd. (Nortel), which was affirmed
at 'B' Sept. 4, 2003, and at which time its outlook was revised to
stable.

The pass-through trust certificates reflect security interests in
five single-tenant, office/research and development buildings
leased to Nortel, which guarantees the payment and performance of
all obligations of the tenant under the leases.
   
             Nortel Networks Lease Pass-Through Trust
              Pass-through trust certs series 2001-1
   
                      Rating
                To               From
        Certs   B/Stable         B/Negative


NOVA CDO 2001: S&P Keeps 4 Low-B/Junk Ratings on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B, C-1, C-2, D-1, and D-2 notes issued by NOVA CDO 2001 Ltd., an
arbitrage high-yield CBO transaction, on CreditWatch with negative
implications. At the same time, the rating on the class A notes is
affirmed based on a financial guarantee insurance policy issued by
Financial Security Assurance Inc.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the last rating action in November 2002. These factors
include par erosion of the collateral pool securing the rated
notes, deterioration in the credit quality of the performing
assets within the pool, and a reduction in the weighted average
coupon generated by the performing assets within the pool.

As a result of asset defaults and credit risk sales at distressed
prices, the overcollateralization ratios for the transaction have
deteriorated since the last rating action. As of the Aug. 5, 2003
trustee report, the class A overcollateralization ratio test was
failing, with a ratio of 112.76% versus the minimum required ratio
of 116.4%. The class B overcollateralization ratio test was
failing, with a ratio of 104.42% versus the minimum required ratio
of 111.5%. The class C overcollateralization ratio test was
failing, with a ratio of 98.78% versus the minimum required ratio
of 103.0%. The class D overcollateralization ratio test was
failing, with a ratio of 95.15% versus the minimum required ratio
of 100.0%.

The credit quality of the collateral pool has also deteriorated
since the transaction was originated. As of the Aug. 5, 2003
trustee report, approximately 5.2% of the performing assets in the
collateral pool come from obligors whose ratings are below 'CCC+'.

Furthermore, according to the August trustee report, the weighted
average coupon test was failing with an average of 9.864% versus
the required minimum of 10%, compared to a ratio of 9.954% at the
time of the last rating action.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for NOVA CDO 2001 Ltd. to determine the level
of future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes. The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings assigned to the
notes remain consistent with the credit enhancement available.
   
            RATINGS PLACED ON CREDITWATCH NEGATIVE
  
                      NOVA CDO 2001 Ltd.
   
                       Rating
        Class     To              From       Balance ($ mil.)
        B         BBB/Watch Neg   BBB                 17.134
        C-1       B+/Watch Neg    B+                   3.969
        C-2       B+/Watch Neg    B+                  10.509
        D-1       CCC/Watch Neg   CCC                 10.810
        D-2       CCC/Watch Neg   CCC                  3.958
   
                        RATING AFFIRMED
   
                      NOVA CDO 2001 Ltd.
           
Class        Rating                Balance ($ mil.)
A            AAA                           173.561


NRG ENERGY: NRZ Units Assigned New Identification Number
--------------------------------------------------------
NRG Energy, Inc. has been informed by the Depository Trust and
Clearing Corporation that a new identification number, know as a
"CUSIP," has been assigned to the NRZ Corporate Units which trade
on the "over-the-counter" market under the symbol "NRZEQ."

The new CUSIP is expected to make it easier for owners of the
Corporate Units to trade them. Trading of the units is expected to
continue in the "over-the-counter" market, through broker-dealers.
The new CUSIP No. is 629 377 AN 2. Previously, the Corporate Units
were identified by CUSIP Nos. 629 377 201 and 629 377 409.

In May 2003, NRG filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code with the U.S.
Bankruptcy Court, Southern District of New York. The bankruptcy
petition was a "termination event" under the terms of the
Corporate Units, and investors are no longer committed to convert
the Corporate Units into equity. Following the termination event,
only the debenture component of the Corporate Units continues to
exist, and hence the Units are expected to trade as debentures,
and not as equities. The new CUSIP is appropriate for a debenture,
and is expected to facilitate trading.

The rights of the holders of the Corporate Units in the
reorganization process are not affected by the change in the
CUSIP. For complete details please refer to NRG's draft Disclosure
Statement, available at http://www.kccllc.net/nrg  

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities located primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


O'SULLIVAN INDUSTRIES: Will Hold Q4 Conference Call Tomorrow
------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., (OTC Pink Sheets: OSULP) a
leading manufacturer of ready-to-assemble furniture, will hold a
conference call to review its fourth quarter and year end results
for fiscal 2003.

    Date:         September 10, 2003

    Time:         9:30 A.M. Central

    Number:       (719) 457-2600

    Pass Code:    528652

    Open To:      Analysts, investors and all interested parties

To participate in the call, please call five to ten minutes prior
to the scheduled start time.  The conference moderator will
establish your participation on the call.

For those unable to participate in the conference call, a playback
is scheduled to begin at 12:30 p.m. on September 10th and will
continue through midnight on September 17th.  Please call (719)
457-0820 and reference the conference pass code of 528652.

For your convenience, an audio webcast of the conference call will
be available on the O'Sullivan Web site at
http://www.osullivan.com  The confirmation number is 528652 and  
leave the pass code field blank.

O'Sullivan Industries Holdings, Inc. -- whose March 31, 2003
balance sheet shows a total shareholders' equity deficit of about
$133 million -- is a leading manufacturer of ready-to-assemble
furniture.


OWENS-ILLINOIS: High Leverage Position Spurs Fitch's Downgrades
---------------------------------------------------------------
Fitch Ratings has downgraded Owens-Illinois' (NYSE: OI) bank debt
and senior secured notes to 'BB-' from 'BB', senior unsecured
notes to 'B-' from 'B+', and convertible preferred stock to 'CCC+'
from 'B-'. The Rating Outlook is Stable.

The downgrade reflects OI's high leverage position, increased
financing costs, and steady margin deterioration, particularly at
its plastics business. Also factored into the ratings are the
heavy claims on the company's cash flows represented by asbestos
liabilities.

The backlog of asbestos cases and associated gross cash outflows
continue to trend down (OI spent $221.1 million in asbestos-
related payments in 2002, a 10% decline from 2001) and management
anticipates asbestos payments will fall moderately over the next
couple of years. However, the lack of meaningful insurance
proceeds indicates that the company's near-term net cash outflows
are expected to stay at historically high levels. When combined
with margin erosion, free cash flow available for debt reduction
is expected to remain minimal. Total debt outstanding was $5.76
billion at June 30, 2003, up from $5.35 billion at December 31,
2002 and $5.46 billion at June 30, 2002. On July 11, the company
received $163 million from the sale of the Ardagh notes
receivable, which was used to pay down debt.

OI's glass container business (68% of 2002 net sales) has
historically provided relatively stable margins. OI holds a 44%
share in the North American glass container market (the North
America glass business accounts for about a half of OI's overall
glass business), and is characterized by long-term inflation-
adjusted contracts with its major customers in North America.
However, glass margins have been impacted in 2003 by cold weather,
a national strike in Venezuela, higher energy costs and declining
non-cash pension income. Over the long-term, margins could be
restored through a reversal of these factors, along with continued
productivity improvements and price increases.

Consolidated margins have also suffered from the company's
plastics operations (31% of 2002 sales), which remain under
intense pricing pressure. While OI focuses on technology to avoid
commodity-type products and continues to enjoy high margins in
certain markets, overall competition has been severe, impacted by
customer consolidation. Adjusted segment EBITDA margin fell to
19.6% for the last twelve months ending June 30, 2003 from 22.5%
in 2002. Adjusted EBITDA margin in 2000 was 22.9%.

For OI on a consolidated basis, reported EBITDA margins declined
to 21.3% for LTM June, from 23.1% in 2002, 24.3% in 2001, and 25%
in 2000. Without the effect of declining pension income, EBITDA
margin for the first six months would have been 142 basis points
higher. Deteriorating margins, combined with asbestos payments,
will continue to pressure cash flow available for debt reduction.

Total debt increased by $411.2 million during the first six months
of 2003. Foreign currency movements have partially inflated debt
as well. Total secured debt has also risen to $3.87 billion at
June 30, 2003 from $3.65 billion at December 31, 2002. Total
debt/EBITDA for LTM June rose to 4.64 times (the company-defined
debt/EBITDA was 4.60x) from 4.08x (3.91x) in 2002 and secured LTM
debt/EBITDA was 3.12x at June-end, compared with 2.78x at
December-end, resulting in a deterioration of the position of
unsecured creditors.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe. OI also is a worldwide manufacturer of
plastics packaging with operations in North America, South
America, Europe, Australia and New Zealand.


PDC INNOVATIVE: Ragin' Ribs Agree to Extend Due Diligence Period
----------------------------------------------------------------
P.D.C. Innovative Industries, Inc. (OTCBB:PDCI) announced that in
connection with the non-binding letter of intent with Ragin' Ribs
International, Inc., the parties have informally agreed to
indefinitely extend the due diligence period provided for in the
non-binding letter of intent, which due diligence period expired
August 28, 2003.

No assurances are given that a transaction will be consummated.

                         *     *     *

As reported in Troubled Company Reporter's June 11, 2003 edition,
P.D.C. Innovative Industries, Inc. said its financial statements
had been prepared on a going concern basis that contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business.

Management recognizes that the Company must generate capital and
revenue to enable it to achieve profitable operations. The Company
is planning on obtaining additional equity and/or debt financing
to meet current and short term needs from one or more existing
shareholders and possibly other sources, although it has no firm
commitments for such funds. The realization of assets and
satisfaction of liabilities in the normal course of business is
dependent upon P.D.C. obtaining revenues and equity capital and
ultimately achieving profitable operations. However, no
assurances can be given that it will be successful in these
activities. Should any of these events not occur, its financial
statements will be materially affected.

To the extent P.D.C. secures required funding, of which no
assurances are given, it is currently estimated that laboratory
testing will take approximately four to six months and that the
FDA application process will take approximately 120 days from
the date of submission. Assuming FDA approval, of which no
assurances are given, the Company will then be reliant upon one
or more third parties to manufacture or cause to be manufactured
the Hypo-Pro and to commence sales and marketing efforts of such
product. P.D.C. has no agreements, arrangements or
understandings with any third parties to engage in any such
activities and no assurances are given that it will enter into
any arrangements with one or more third parties for such
purposes. In view of its prior agreement with MMI to
manufacture, market and sell the Hypo-Pro, which agreement was
only recently terminated, the Company has not had any recent
discussions with any third parties for such purposes, and does
not currently know if it will be able to attract one or more
qualified parties for such purposes. If third party
manufacturers cannot be retained on commercially reasonable
terms, the Hypo-Pro may not be able to be successfully
commercialized as planned. Dependence upon third parties for the
manufacture of Hypo-Pro components may adversely affect P.D.C.'s
profit margins and the ability to develop and deliver the Hypo-
Pro on a timely and competitive basis. The inability for
whatever reason(s) to enter into arrangements with one or more
third parties to successfully manufacture, market and sell such
product will materially and adversely affect the Company, as
such contemplated sales presently constitute its only source of
anticipated meaningful revenue. Accordingly, the time required
to achieve revenues from product sales and profitability, if at
all, is uncertain.


PENN TRAFFIC: Appoints James A. Demme as New Board Chairman
-----------------------------------------------------------
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.


PG&E NATIONAL: Court Okays Sutherland Asbill as Energy Counsel
--------------------------------------------------------------
The PG&E National Energy Group Debtors sought and obtained the
Court's approval to employ Sutherland Asbill and Brennan as
special energy counsel to assist in the winding down of their
energy trading business.

Sutherland Asbill has provided the NEG Debtors advice with
respect to their energy trading business, including issues
related to:

   * Swap contracts;
   * Forward contracts;
   * Futures contracts;
   * Derivative products and services;
   * Trading systems;
   * Netting arrangements; and
   * other similar products and transactions.

The NEG Debtors anticipate that disputes may arise with respect
to the transactions in the energy trading business.  Sutherland
Asbill's expertise will be invaluable in reaching negotiated
resolutions and in related litigation.

Sutherland Asbill is employed under a general retainer to perform
the legal services required during the NEG Debtors' Chapter 11
cases in accordance with Sutherland Asbill's normal hourly rates
and reimbursement policies.  Sutherland Asbill maintains a
$150,000 advance retainer to be applied to allowances of
compensation and reimbursement of expenses.

Sutherland Asbill's standard hourly rates are:

                  Partners           $350 - 635
                  Associates          195 - 365
                  Legal Assistants    100 - 220

Jacob Dweck, a partner at Sutherland Asbill's Washington office,
attests that the firm does not have any connection with or any
interest adverse to the NEG Debtors, their creditors, or any
other party-in-interest.  Sutherland is a disinterested party in
accordance with Section 101(14) of the Bankruptcy Code. (PG&E
National Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PHOTOCHANNEL: Intends to Raise $3M through Private Placement
------------------------------------------------------------
PhotoChannel Networks Inc. (TSX-VEN: PNI), a global digital
imaging network company, announced that further to its notice of
non-brokered private placement financings, previously announced on
August 26, 2003, and due to the recent interest of an arms length
party, PhotoChannel now intends on closing on up to $3 million
from its previously announced $2.75 million.

The company still expects these financings to complete on or
before September 16, 2003.

The proposed financings are subject to the approval of the TSX
Venture Exchange. The Exchange has neither approved nor
disapproved of the information contained in this release.

Founded in 1995, PhotoChannel -- whose December 2002 balance sheet
shows a net capital deficit of about $2 million -- is a leading
digital imaging technology provider for a wide variety of
businesses including photofinishing retailers,
professional/commercial photo processing labs, image content
owners and targeted portal services. PhotoChannel has created and
manages the open standard PhotoChannel Network environment whose
focus is delivering digital image orders from capture to
fulfillment under the control of the originating PhotoChannel
Network partner. There are now over 1700 retail locations
accepting print orders from the PhotoChannel system. For more
information visit http://www.photochannel.com


PPM AMERICA: S&P Puts BB Class A-2 Note Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1 and A-2 notes issued by PPM America High Yield CBO II (Cayman)
Ltd., a CDO backed by high-yield bonds, and managed by PPM America
Inc., on CreditWatch with negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the last rating action in June 2003. These factors
include the continued par erosion of the collateral pool securing
the rated notes and further deterioration in the weighted average
coupon generated by the performing assets within the collateral
pool.

The overcollateralization ratio tests for PPM America High Yield
CBO II (Cayman) Ltd. continue to be out of compliance and there
has been further deterioration in the ratios since the last rating
action. As per the August 2003 trustee report, the class A
overcollateralization ratio was 106.38% (the minimum required is
118.90%), versus a ratio of 108.37% in June 2003, and the class B
overcollateralization ratio was 95.87% (the minimum required is
111.20%), versus a ratio of 97.67% in June 2003.

The weighted average coupon generated by the performing assets
within the collateral pool has also trended downward since the
last rating action. Currently, the weighted average coupon of the
performing assets is 8.28% (the required minimum is 8.95%), as
compared to 8.38% in June 2003.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for PPM America High Yield CBO II (Cayman)
Ltd. to determine the level of future defaults the rated tranches
can withstand under various stressed default timing and interest
rate scenarios, while still paying all of the rated interest and
principal due on the notes. The results of these cash flow runs
will be compared with the projected default performance of the
transaction's current collateral pool to determine whether the
ratings assigned are commensurate with the level of credit
enhancement currently available.

               RATINGS PLACED ON CREDITWATCH NEGATIVE

             PPM America High Yield CBO II (Cayman) Ltd.

                    Rating              Balance ($ mil.)
     Class    To              From    Orig.       Current
     A-1      AA/Watch Neg    AA      95.200      86.486
     A-2      BB/Watch Neg    BB      23.000      23.000


PRIMEDEX HEALTH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Primedex Health Systems Inc.
        1510 Cotner Avenue
        Los Angeles, California 90025

Bankruptcy Case No.: 03-33211

Type of Business: The Debtor, through its Subsidiaries, is a
                  leading California provider of diagnostic
                  imaging services.

Chapter 11 Petition Date: September 4, 2003

Court: Central District of California, Los Angeles

Judge: Alan Ahart

Debtor's Counsel: Anne E. Wells, Esq.
                  Levene, Neal, Bender, Rankin & Brill Llp
                  1801 Avenue Of The Stars,
                  Suite 1120
                  Los Angeles, CA 90067
                  Tel: 310-299-1234

Total Assets: ($22,000,000)

Total Debts: $17,800,000


PRIMUS KNOWLEDGE: Completes Acquisition of Broad Daylight Inc.
--------------------------------------------------------------
Primus Knowledge Solutions (Nasdaq:PKSI) has completed its
acquisition of Broad Daylight, Inc., a developer of enterprise
self-service software, to further strengthen Primus' offerings to
address the entire customer service continuum.

"We're pleased to finalize our acquisition of Broad Daylight,"
said Michael Brochu, president and CEO of Primus. "Our combined
self-service and assisted-service offerings position Primus at the
forefront of the industry, providing cutting-edge technologies
with a demonstrated return to our marquee customers."

For more than a decade, Primus(R) (Nasdaq:PKSI) has provided
knowledge management software solutions that help companies
define, meet, and exceed the productivity and quality goals of
their contact centers, help desks, and Web self-service
environments. Businesses around the world use Primus software to
increase customer satisfaction, improve employee efficiency, and
lower operating costs. Primus customers include such industry
leaders as 3Com, The Boeing Company, Concord Communications, EMC,
Enterasys, Ericsson, Inc., Fujitsu Limited, Inc., IBM, Motorola,
Novell, and VeriSign. For more information, visit
http://www.primus.com  

Primus, Primus Knowledge Solutions, Primus Answer Engine, Primus
eServer, Primus eSupport and Primus eServer iView are registered
trademarks or service marks of Primus Knowledge Solutions, Inc.
Other products and company names mentioned in this press release
may be the trademarks of their respective owners.

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

"Our operations have historically been financed through issuances
of common and preferred stock. For the quarter ended March 31,
2003, we incurred a net loss of approximately $1,130,000 and
operating activities provided cash of approximately $224,000. At
March 31, 2003, we have working capital of approximately $6.9
million. We believe we have sufficient resources to continue as a
going concern through at least March 31, 2004. To reduce our cash
used in operations, we put in place cost containment efforts
during 2001 and restructured our operations during 2001 and 2002
by reducing headcount, exclusive of attrition, by 104 employees
and eliminating excess facilities. Our plan to address our
liquidity issues is to generate sufficient revenue from customer
contracts or further reduce costs to provide positive cash flows
from operations. There can be no assurance that we will be able to
generate sufficient revenue from customer contracts, or further
reduce costs sufficiently, to provide positive cash flows from
operations. If we are not able to generate positive cash flows
from operations, we will need to consider alternative financing
sources. Alternative financing sources may not be available when
and if needed by us or on favorable terms."


PROPRIETARY INDUSTRIES: Red Ink Continued to Flow in Q3 2003
------------------------------------------------------------
Proprietary Industries Inc., has released its consolidated
financial statements for the quarter ended June 30, 2003. Net loss
before income taxes and non-controlling interest was $2,949,884 on
revenues of $13,074,830 for the quarter. This resulted in a loss
of $0.05 per common share. Net loss before write-downs and losses
on sales of assets and businesses was $1,755,144. This compares to
a net loss for the second quarter before write-downs and gain on
sale of investments of $1,810,176. Write-downs for the quarter
ended June 30, 2003 reflect recognition of a demand note
outstanding to SPIDA that was originally entered into in July 1999
and determined to still be outstanding, but had been recorded by
previous management as having been extinguished.

The statements can be viewed at http://www.sedar.com  

With respect to operations, the majority of the Company's
operating assets currently generate adequate cash to service
related debt but do not produce a return to the Company. As a
result, corporate overhead costs, including significant
professional fees, and the cost to service corporate debt continue
to erode the Company's equity value.

Notwithstanding these operational issues, many of these assets
have significant equity value. Accordingly, it is management's
intention to continue to pursue its current strategy of i)
reducing corporate overhead and ii) converting underperforming
assets into cash to reduce corporate and long-term debt. This
strategy should ultimately result in the restructuring of the
company's balance sheet to reflect the elimination of corporate
debt and a positive cash position. This process will also provide
the Company with the resources to continue its investigation of
suspect historical transactions and finance the existing
litigation against former officers and directors.

The filing of the third quarter report finally brings the Company
up to date on its reporting requirements with the regulatory
authorities - a major accomplishment for current management, and
the result of the significant efforts of our CFO, auditors and
audit committee. Now that the company is in compliance with our
reporting obligations, it expects to reach a settlement with the
ASC with respect to matters related to the Notice of Hearing
issued on January 31, 2002. Once this matter is settled, the
Company will be in a position to make applications to the
securities commissions in each of Alberta, Ontario and British
Columbia to request the lifting of the cease trade orders which
have been issued in each of the foregoing jurisdictions.

Proprietary is based in Calgary, Alberta and listed on the Toronto
and Swiss Stock Exchanges trading under the symbol PPI.
Proprietary is a principal merchant bank that owns, manages and
deals in a portfolio of financial, natural resource and real
estate interests.

The Toronto Stock Exchange and the SWX Swiss Exchange have neither
approved nor disapproved the information contained herein.


REGUS BUSINESS: Wants Lease Decision Period Intact Until Nov. 25
----------------------------------------------------------------
Regus Business Centre Corp., and its debtor-affiliates ask for a
further extension of time to determine whether to assume, assume
and assign, or reject their remaining unexpired leases.  The
Debtors want through November 25, 2003, to make those decisions.

The Debtors report that currently, they remain parties to about
five leases that have not yet been assumed or rejected.  These
include office leases and other unexpired agreements for use of
non-residential real property.

The Leases, and the leased properties that Debtors license for use
by their customers, constitute the core asset of Debtors'
operating businesses and are fundamental to the successful
consummation of any plan of reorganization.

The Debtors submit that they must be able to continue to avail
themselves of the protections of the Bankruptcy Code with respect
to the assumption or rejection of the remaining Leases, because
one key to their reorganization strategy is the adjustment of the
amount of space leased with the Debtors' businesses can support.
Moreover, Debtors must be able to continue to make efforts to
renegotiate their rent obligations under the Leases in accordance
with market rates.

Debtors anticipate that they will be filing a motion to approve a
proposed disclosure statement in the very near future. Debtors
further anticipate that the proposed plan will address the status
of the remaining leases.

The Debtors tell the Court that they are still negotiating and
documenting business deals with landlords concerning these
remaining Leases. Hence, they Debtors must have adequate time
either to complete these negotiations or to determine whether to
assume or reject such Leases through the plan.

Regus Business Centre Corp., filed for chapter 11 protection on
January 14, 2003 (Bankr. S.D.N.Y. Case No. 03-20026). Karen Dine,
Esq., at Pillsbury Winthrop LLP represents the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, it listed debts and assets of:

                               Total Assets:    Total Debts:
                               -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000
Stratis Business Centers Inc.      $245,000       $2,327,000


ROYAL & SUNALLIANCE: Sells US Ops. Renewal Rights to Travelers
--------------------------------------------------------------
Royal & SunAlliance (NYSE:RSA) (LSE:RSA) announced a definitive
agreement to sell the renewal rights for the majority of its US
businesses to Travelers Property Casualty Corp.

Business lines included in the sale are the company's Standard &
Preferred Personal Lines, Risk Management casualty & domestic
property, Marine and Middle Market Segments. In 2002, net written
premiums for these businesses were $1.5 billion.

The sale is part of a strategic shift by Royal & SunAlliance
worldwide to refocus operations on those markets and businesses
where it has a leading position, primarily the United Kingdom,
Scandinavia and Canada.

Royal & SunAlliance USA business lines not included in the sale
are Non Standard Auto Personal Lines, DPIC, Grocers Insurance,
Risk Management global property, Asia Branch and SJA Agency. The
company is considering a range of options with respect to these
businesses, including further renewal rights transactions and
disposals.

"This transaction represents a good opportunity for our businesses
and customers, given Travelers' strong capital position and well-
known service orientation," said Steve Mulready, Royal &
SunAlliance USA president and CEO. "Yet, this is a difficult
announcement to make. Royal & SunAlliance has a proud heritage in
the US insurance market -- but now our presence will significantly
change.

"Our restricted capital position has challenged us over the past
two years. Nevertheless, our employees stepped up to that
challenge and brought our company back to a level of success that
makes this sale possible. We now have the opportunity to work with
our counterparts at Travelers to ensure a smooth transition for
our customers and producers. And we will continue to support those
businesses remaining with Royal & SunAlliance."

Royal & SunAlliance will retain current policies in force until
renewal as well as all liabilities associated with expired
policies. The company will maintain a US operation to support and
service these policies and pursue options for its remaining US
businesses. An unspecified number of positions are also expected
to transfer to Travelers.

                         Global Redirection

The actions announced by Royal & SunAlliance are the result of an
extensive business and capital review launched by Group Chief
Executive Andy Haste in May. Worldwide, the company is creating a
more focused business, with commercial operations being weighted
toward property coverages and personal lines focusing on direct
distribution and selected intermediated lines.

The company also announced a rights issue today as part of a
process to further strengthen its balance sheet. "The components
of a winning business exist, but much more needs to be done for
that potential to be realized," said Group Chief Executive Andy
Haste. "The rights issue we are announcing today will allow us to
grow the profitable parts of our business identified by our
review. We believe that, consistent with our overall strategy, the
restructuring of our US operations will allow us to allocate
capital and management resources more effectively to our chosen
markets."

                         Half-Year Results

Royal & Sun Alliance Insurance Group plc, the parent of Royal &
SunAlliance USA, today reported a six-month operating result of
$579 million, up from $496 million for the corresponding period in
2002 (351 million pounds and 301 million pounds, respectively, on
a UK reporting basis with an exchange-constant rate of 1.65).
Globally, the company reported net written premiums of $6,029
million (3,654 million pounds) and a combined operating ratio of
99.3%, vs. $7,042 million (4,268 million pounds) and 104.6% for
half-year 2002.

Royal & SunAlliance USA also improved its half-year combined ratio
(the ratio of expenses plus claims payments to premiums) to 107.4%
from 111.2% for the first six months of 2002. The US operation
increased 2003 net written premiums to $1,639 million vs. $1,524
million for the corresponding period in 2002.

Royal & SunAlliance USA -- http://www.royalsunalliance-usa.com--  
provides risk management and insurance solutions through two
divisions focusing on property & casualty business and personal
insurance. The company is part of London-based Royal & Sun
Alliance Insurance Group plc (LSE: RSA; NYSE: RSA), one of the
world's leading multi-line insurers.

As reported in Troubled Company Reporter's Monday Edition, Fitch
Ratings 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).


ROYAL & SUNALLIANCE: A.M. Best Puts USA Businesses Under Review
---------------------------------------------------------------
A.M. Best Co. has placed the financial strength ratings of A-
(Excellent) of the Royal & SunAlliance USA Insurance Pool
(Charlotte, NC) and the Royal Surplus Lines Insurance Company
(Connecticut), under review with negative implications.

These actions follow the announcement by RS&A USA's UK parent,
Royal & SunAlliance Insurance Group plc, of its restructuring of
the U.S. business, which will likely include a substantial charge
for loss reserves as well as disposition of a sizable portion of
RS&A USA's commercial business and personal lines business. While
the proposed restructuring in the U.S. will reduce RS&A's global
consolidated risk capital requirements, A.M. Best remains
concerned that the restructuring will negatively impact the
business profile of RS&A USA operations and may significantly
erode the capital position of the U.S. insurance entities.

A.M. Best is currently assessing the impact of this restructuring
on the U.S. companies' pro forma operating performance,
capitalization and reserve adequacy and expects to conclude on the
U.S. ratings by the time RS&A announces its third quarter results
in November.

For a comprehensive list of Royal & SunAlliance USA Insurance
Pool's financial strength ratings please visit
www.ambest.com/press/090405royalsunallianceusa.pdf  

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source. For more
information, visit A.M. Best's Web site at http://www.ambest.com

                         *    *    *

As reported in Troubled Company Reporter's Monday Edition, Fitch
Ratings 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.


SANKATY HIGH YIELD: Fitch Affirms BB Senior Secured Notes Rating
----------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Sankaty
High Yield Asset Partners, L.P. The affirmation of these notes is
a result of Fitch's annual rating review process. The following
rating actions are effective immediately:

-- $30,000,000 senior secured revolving credit facility due
   Dec. 30, 2005 'A';

-- $85,000,000 senior secured notes due Jan. 31, 2006 'A';

-- $67,500,000 senior subordinated secured notes due Jan. 31, 2006
   'BBB';

-- $22,500,000 subordinated secured notes due Jan. 31, 2006 'BB'.

Sankaty, a market value collateralized debt obligation that closed
on Jan. 15, 1998, is managed by Sankaty Advisors, LLC. The fund
was established to invest in a portfolio of senior secured bank
loans, high yield bonds, mezzanine and special situation
investments.

Over the last two years, Sankaty has significantly de-levered its
capital structure, with current capital commitments of
approximately 33% of the fund's original committed amounts. As the
collateral portfolio has been reduced to redeem the fund's
liabilities, semi-liquid and illiquid investments have become a
larger percentage of the fund's total market value. At the July
24, 2003 valuation date semi-liquid and illiquid assets
represented approximately 60% of the current market value of the
portfolio. Most of these assets were classified in lower-advance
rate categories reflecting their less liquid nature.

Even with the reduced advanced amount of a significant percentage
of the portfolio, the rated debt outstanding is well covered by
the discounted collateral value of the portfolio assets. According
to the July 24, 2003 valuation report, the senior
overcollateralization test, the senior subordinated OC test and
the subordinated OC test were 178.7%, 124.9% and 115.8%,
respectively, relative to test levels of 100% each.

It is important to note that due to the significant de-leveraging
of the structure, roughly 47% of the fund's market value at July
24, 2003, consisted of Sankaty-affiliated CDO positions. Fitch is
satisfied with the manner in which Sankaty Advisors, LLC is
monitoring and managing these exposures. In addition, the fund's
equity covers the market value of the Sankaty-affiliated CDO
positions at a ratio of 147%.

Based on the cushion of the OC tests, the conservative valuation
of the semi-liquid and illiquid investments and the track record
and experience of Sankaty Advisors LLC in the high-yield loan,
mezzanine and special situation asset classes, Fitch has affirmed
all of the rated liabilities issued by Sankaty High Yield Asset
Partners, L.P.


SANKATY HIGH YIELD: Lower-B Ratings on Classes D & E Affirmed
-------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Sankaty
High Yield Partners II, L.P. The affirmation of these notes is a
result of Fitch's annual rating review process. The following
rating actions are effective immediately:

-- $435,000,000 senior secured revolving credit facility due
   Dec. 30, 2005 'AA';

-- $237,000,000 class A first senior secured notes due
   Nov. 30, 2007 'AAA';

-- $57,000,000 class B second senior secured notes due
   Nov. 30, 2007 'A';

-- $77,000,000 class C senior subordinated secured notes due
   Nov. 30, 2007 'BBB';

-- $37,500,000 class D subordinated secured notes due
   Nov. 30, 2007 'BB';

-- $22,500,000 class E junior subordinated secured notes due
   Nov. 30, 2007 'B'.

Sankaty II, a market value collateralized debt obligation that
closed on Nov. 23, 1999, is managed by Sankaty Advisors, LLC. The
fund was established to invest in a portfolio of senior secured
bank loans, high yield bonds, mezzanine and special situation
investments, and structured product transactions. The class A
notes benefit from an insurance policy provided by Financial
Security Assurance Inc. Without giving effect to this policy, the
rating of the class A notes would be affirmed at 'AA'.

At the July 24, 2003 valuation date, the fund's portfolio was well
diversified by issuer and asset category. The largest three
issuers, which are classified as liquid investments, represent
approximately 10% of the total market value of the fund's assets.
Performing bank loans priced at or above 90% of par represented
approximately 46% of the market value of the Sankaty II portfolio.
Other bank loans and high yield securities accounted for an
additional 19% of the fund's market value.

Semi-liquid and illiquid assets represented approximately 17% of
the market value of the portfolio at the July 24, 2003 valuation
date. Most of these assets were classified in lower-advance rate
categories reflecting their less liquid nature. Even with the
reduced advanced amount of a significant percentage of the
portfolio, the rated debt outstanding is well covered by the
discounted collateral value of the portfolio assets. According to
the July 24, 2003 valuation report, the class A, B, C, D and E
overcollateralization tests were 135.9%, 125.9%, 115.5%, 111.2%
and 110.7%, respectively, relative to test levels of 100% each.

It is important to note that a small portion of the fund's market
value at July 24, 2003 consisted of Sankaty-affiliated CDO
positions. Fitch is satisfied with the manner in which Sankaty
Advisors, LLC is monitoring and managing these exposures.

Based on the diversity of the fund's portfolio, the cushion of the
OC tests, the conservative valuation of the semi-liquid and
illiquid investments and the track record and experience of
Sankaty Advisors LLC in the high-yield loan, mezzanine and special
situation asset classes, Fitch has affirmed all of the rated
liabilities issued by Sankaty High Yield Partners II, L.P.


SIERRA HEALTH: Will Publish Third Quarter Results on October 22
---------------------------------------------------------------
Sierra Health Services Inc. (NYSE:SIE) will release its third
quarter financial results after market close on Wednesday,
Oct. 22, 2003. A conference call with investors, analysts and the
general public is scheduled for 11 a.m. (Eastern time) on
Thursday, Oct. 23, 2003.

Listeners in the United States may access the conference call by
dialing 888-425-9978. Listeners overseas may access the call by
dialing 773-756-4602. The passcode for both numbers is EARNINGS.
Individuals who dial in to listen to the call will be asked to
identify themselves and their affiliations. Listeners may also
access the conference call free over the Internet by visiting the
investor relations page of Sierra's Web site at
http://www.sierrahealth.com To listen to the live call on the Web  
site, please visit the Sierra site at least 20 minutes early (to
download and install any necessary audio software).

In order to facilitate a better understanding of the call, Sierra
is asking listeners to review its Annual Report on Form 10-K/A for
the year ended Dec. 31, 2002, and Quarterly Report on Form 10-Q
for the three months ended June 30, 2003. Listeners should review
cautionary statements under "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

Sierra Health Services Inc., based in Las Vegas, is a diversified
healthcare services company that operates health maintenance
organizations, indemnity and workers' compensation insurers,
military health programs, preferred provider organizations and
multispecialty medical groups. Sierra's subsidiaries serve more
than 1.2 million people through health benefit plans for
employers, government programs and individuals. For more
information, visit the company's Web site at
http://www.sierrahealth.com

                 Sierra Health Services, Inc.

        -- Long-term issuer 'BB'/Stable;

        -- Senior debt 'BB'/Stable.

                    Health Plan of Nevada

          Sierra Health & Life Insurance Company

        -- Insurer financial strength 'BBB'/Positive.

            California Indemnity Insurance Co.

            Commercial Casualty Insurance Co.

                    CII Insurance Co.

             Sierra Insurance Company of Texas

        -- Insurer financial strength 'BBB'/Evolving.


SIRIUS SATELLITE: Annual Shareholders Meeting Slated for Nov. 25
----------------------------------------------------------------
SIRIUS Satellite Radio (Nasdaq: SIRI), known for delivering the
very best in commercial-free music and premium audio entertainment
to cars and homes across the country, announced that its annual
meeting of stockholders will be held on Tuesday, November 25, 2003
at 10:30 a.m. at The McGraw-Hill Building, in the auditorium, 2nd
Floor, 1221 Avenue of the Americas, New York, New York 10020.  
Proposals for inclusion by stockholders in the SIRIUS Proxy
Statement for the 2003 Annual Meeting of Stockholders must be
received by the company by September 19, 2003.

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


SK GLOBAL: Court Approves KPMG Engagement as Financial Advisors
---------------------------------------------------------------
SK Global America Inc., and its debtor-affiliates obtained Judge
Blackshear's permission to employ KPMG LLC as accountants and
financial advisors, nunc pro tunc to July 21, 2003.

With the Court's approval, KPMG is expected to:

   a. monitor daily cash position and manage other elements of
      working capital to manage liquidity;

   b. assist in gathering and analyzing information necessary
      to assess the options available to the Debtor;

   c. assist in the preparation of the Debtor's financial
      projections and assumptions;

   d. advise and assist the Debtor in negotiations and
      meetings with equity holders, secured lenders, creditors
      and any official or informal creditor committees;

   e. advise the Debtor on negotiations with potential debtor-
      in-possession lenders;

   f. assist with identifying and analyzing potential cost-
      containment opportunities;

   g. assist with identifying and analyzing asset redeployment
      and liquidation opportunities;

   h. assist in the preparation and review of reports or
      filings as required by the Bankruptcy Court or the United
      States Trustee, including the preparation of the Debtor's
      Schedules of Assets and Liabilities, Statement of Financial
      Affairs and Monthly Operating Reports;

   i. perform other accounting services as may be necessary or
      desirable, including, if applicable, implementation of
      bankruptcy accounting procedures as required by the
      Bankruptcy Code and generally accepted accounting
      principles;

   j. advise and assist the Debtor in connection with tax
      planning issues, and other tax consulting, advice,
      research, planning or analysis as may be requested from
      time to time;

   k. evaluate potential employee retention and severance
      plans;

   l. analyze assumption and rejection issues regarding
      executory contracts and leases, including the preparation
      of damage calculations;

   m. prepare liquidation analyses; and

   n. provide other financial analysis as may be requested.

The Debtor will compensate KPMG the customary hourly rates charged
by the firm's personnel anticipated to be assigned to the Debtor's
case as:

          Partner                        $540 - 600
          Managing Director/Director      450 - 510
          Senior Manager/Manager          360 - 420
          Senior Staff/Consultants        270 - 330
          Associate                       180 - 240
          Paraprofessional                120
(SK Global Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SORRENTO NETWORKS: 2nd-Quarter Ops. Net Loss Tumbles 72% to $4MM
----------------------------------------------------------------
Sorrento Networks Corp. (Nasdaq NM: FIBR), a supplier of optical
networking equipment for carriers and enterprises worldwide,
announced financial results for its second quarter of fiscal year
2004.

For the quarter ended July 31, 2003, the company reported revenues
of $4.5 million, a 14% decrease from revenues of $5.2 million in
the second quarter of fiscal 2003. For the six months ended July
31, 2003, the company reported revenues of $12.4 million, a 10%
increase from revenues of $11.2 million in the first six months of
the prior fiscal year.

Gross margin in the second quarter of fiscal 2004 improved to 30%
as compared to gross margin of 25% in the first quarter of fiscal
2004. The improvement can be primarily attributed to the continued
focus on operations overhead reductions.

Operating expenses for the quarter declined to $5.5 million, a 2%
improvement over $5.6 million in the previous quarter and a 55%
improvement over $12.1 million in the second quarter of fiscal
2003. The company completed its $81 million capital restructuring
program during the quarter with its Series A Preferred
Shareholders and Senior Convertible Debenture Holders. The capital
restructuring successfully converted existing debt obligations
into common stock and an extended $13.1 million convertible
debenture due in August 2007. Capital restructuring costs,
primarily legal expenses, continued to be incurred in the second
quarter.

Net loss from operations for the second quarter of fiscal year
2004 improved by 72% to $4.1 million compared to $14.4 million for
the same quarter of fiscal 2003. For the six months ended July 31,
2003, the company reported net loss from operations of $7.7
million, a 63% improvement from a net loss of $20.9 million in the
first six months of the prior fiscal year.

The company reported net income applicable to common shares of
$12.5 million for the second quarter, primarily the result of
other income recognized on the retirement of the company's old
debentures in its restructuring and $4.0 million in gain on sale
of marketable securities. This compares to a net loss of $15.8
million in the second quarter of fiscal 2003.

Another significant improvement during the quarter was the
increase in stockholders' equity to $13.1 million as compared to
negative stockholders' equity of $39.6 million for the period
ending April 30, 2003.

"We had major achievements in this quarter, including the
completion of our capital restructuring, our acquisition of LuxN
and our continued control of expenses," said Phil Arneson,
chairman and chief executive of Sorrento Networks. "Sales were
down from the first quarter as the telecom business remains
difficult, but we are excited about the potential from the
addition of the LuxN product line and the forthcoming introduction
of VOD products."

                    Major Second Quarter Developments

1) Capital Restructuring

On June 5, 2003, the company completed the capital restructuring
that converted $81 million in debt obligations from the company's
balance sheet into common shares of the company and into $13.1
million in secured convertible debentures maturing in August 2007.
This capital restructuring provides the following benefits:

-- Eliminates significant debt from the company's balance sheet;

-- Provides financial flexibility and opportunity for raising
   additional capital;

-- Satisfies the stockholders' equity requirements for Nasdaq
   listing; and

-- Simplifies Sorrento's corporate structure and streamlines
   operations for greater efficiencies.

2) Acquisition of LuxN Inc.

On June 26, 2003, Sorrento announced its plan to acquire LuxN. The
acquisition was completed shortly after the close of the second
quarter on Aug. 8, 2003.

LuxN supplies optical access equipment for the network edge using
coarse and dense wavelength division multiplexing (CWDM and DWDM)
technology. LuxN's OSMINE-certified products enable delivery of
high-bandwidth data, storage, video and voice services for service
providers, cable MSOs and enterprises.

The acquisition expands Sorrento's addressable market by adding
"best-of-breed" optical access products to Sorrento's
metro/regional portfolio and enhances the company's edge-to-core
network offerings. It also broadens Sorrento's 30-plus blue-chip
customer base by adding over 20 new customers including Time
Warner Telecom, Hawaii I-Net, Yipes Enterprise Services and
numerous universities, and expands Sorrento's installed base to
over 2,000 nodes.

3) Product Introductions

The company continues to add market-driven products and product
enhancements to its portfolio.

-- The addition of the access CWDM and DWDM products from the LuxN
   acquisition round out the company's optical transport product
   family and open up complementary market opportunities in access
   and enterprise applications.

-- The company recently announced the addition of a 10-port
   Gigabit Ethernet multiplexer for VOD transport and metro-
   Ethernet applications. This product, the first of a series, is
   scheduled for release in October 2003.

4) Business Development

During the second quarter, the company achieved IBM's
"TotalStorage(TM) Proven" status. The IBM TotalStorage Proven
program promotes storage network customer confidence and
facilitates the sales process by pre-testing product combinations
for interoperability.

Sorrento also earned "RUS Acceptance" for GigaMux and JumpStart
from the Rural Utilities Service branch of the United States
Department of Agriculture. Being listed with the RUS expands
Sorrento's addressable market by allowing rural telephone and
utility companies to purchase and deploy Sorrento's products with
funds obtained through low-interest RUS loans. Earlier this year,
the USDA committed to financing $1.4 billion of such loans and
loan guarantees for the enhancement of rural telecommunications
services.

Sorrento Networks, with headquarters in San Diego makes optical
networking equipment for carriers and enterprises worldwide.
Sorrento's products help customers increase profitability by
improving transport efficiency and expanding the addressable
market of their fiber networks. Sorrento's customer base and
market focus includes cable TV operators, telecom carriers, and
service providers. Sorrento's products are also used for storage
area networking and enterprise private networking.

Sorrento Networks' GigaMux is a metro and regional DWDM system
designed for high-performance, multi-protocol transport. GigaMux
is a compact, flexible, and cost-effective system based on a "pay-
as-you-grow" architecture that allows carriers and enterprises to
start small and expand their networks in conjunction with customer
demand. Sorrento also offers cost-effective coarse wavelength
division multiplexing products that are ideal for optical access
and transport applications.

Sorrento Networks' July 31, 2003 balance sheet shows a total
shareholders' equity of about $13 million, as compared to a net
capital deficit of about $39 million three months ago.


SPIEGEL GROUP: Reports List of Reclamation Claims Deemed Valid
--------------------------------------------------------------
Pursuant to the Court order establishing procedures for the
treatment of reclamation claims, all parties-in-interest have the
right and opportunity to object to the inclusion or omission of
any asserted reclamation claim in the Spiegel Debtors' report.  
Any reclamation claim that is not subject to an objection within
20 days after service will be deemed valid.

Furthermore, all allowed reclamation claims will be treated as
administrative expenses of the Debtors' estates pursuant to
Section 503(b) of the Bankruptcy Code, which the Debtors are
authorized to pay before the confirmation of a reorganization
plan.

In accordance with the Reclamation Order, these individual Debtors
list the reclamation claims they consider valid:

1. Spiegel, Inc.:

   Claimant                       Amount     Amount Deemed Valid
   --------                       ------     -------------------
   Dell Marketing, L.P.           $1,456             $1,430

2. Spiegel Catalog, Inc.:

   Claimant                       Amount     Amount Deemed Valid
   --------                       ------     -------------------
   Boise Cascade                  $5,792             $4,198
   Levi Strauss                   12,837             12,838
   Otto International Ltd.     5,663,917            513,972
   Reebok International LTD       49,109             45,553
   S. Lichtenberg & Co., Inc.     57,382             24,380

3. Spiegel Publishing Co.

   Claimant                       Amount     Amount Deemed Valid
   --------                       ------     -------------------
   International Paper        $1,158,671         $1,041,931

4. Eddie Bauer, Inc.

   Claimant                       Amount     Amount Deemed Valid
   --------                       ------     -------------------
   Boise Cascade                  $2,883             $2,883
   CMG Equipment                  33,563              2,348
   Corrales Designs, Inc.   Not provided              5,336
   D' Clase Apparel Int'l.        18,044             18,044
   Imperial Schrade               54,815             48,240
   Kentucky Apparel, LLP       1,728,749            122,405
   Otto International Ltd.    16,644,058          1,976,118
   Ross Display                    3,475                161
   Tainan Enterprises Corp.      379,670             47,203
   Textill San Cristobal S.A.     30,275              4,598
   Tracon Export Services          8,503              8,503
   Universal Apparel Int'l.      254,354             77,118
   Wallace Computer Services       3,613              3,555

5. Newport News, Inc. and Spiegel Group Teleservices, Inc.

   Claimant                       Amount     Amount Deemed Valid
   --------                       ------     -------------------
   Boise Cascade (NNI)            $2,542             $1,760
   Boise Cascade (SGTS)            2,837              2,296
   Otto International Ltd.     1,548,687            269,968
   Transco                        80,779             80,779

6. Distribution Fulfillment Services, Inc.

   Claimant                       Amount     Amount Deemed Valid
   --------                       ------     -------------------
   Inland Paperboard & Packaging $41,190            $37,367
   Tecumseh Corrugated               880                880
(Spiegel Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


STONE & WEBSTER: Delaware Court Approves Disclosure Statement
-------------------------------------------------------------
Stone & Webster, Incorporated (OTC: SWBIQ.PK) and Stone & Webster
Engineers and Constructors, Inc., announced that the United States
Bankruptcy Court for the District of Delaware entered an order
approving the Disclosure Statement relating to the companies'
Third Amended Joint Plan of Reorganization.

The Amended Plan, which was filed with the Bankruptcy Court on
August 12, 2003, has the support of Federal Insurance Company and
Maine Yankee Atomic Power Company, the companies' two largest
unsecured creditors, as well as the Official Committee of
Unsecured Creditors and the Official Committee of Equity Holders
of Stone & Webster, Incorporated. The Amended Plan provides for
the creation of separate consolidated estates for Stone & Webster,
Incorporated and certain of its debtor subsidiaries and Stone &
Webster Engineers and Constructors, Inc. and certain of its debtor
subsidiaries, with each estate to be separately funded and
administered.

Equity holders as of the August 27, 2003 record date who vote to
accept the Amended Plan and tender their shares may receive an
initial distribution on the effective date of up to $.62 per share
in cash, $.50 of which is contingent upon Federal Insurance
Company first receiving a distribution of $25 million, which is
expected to be available on the effective date of the Amended
Plan. Equity holders who become record holders after the August
27th record date or who do not vote to accept the Amended Plan
will not be entitled to participate in the initial distribution to
equity holders, but would receive their pro rata share of any
residual distributions made to equity holders after creditors of
the consolidated estate of Stone & Webster, Incorporated are paid
in full, subject to the risks discussed in the Disclosure
Statement. Voting and solicitation materials with appropriate
instructions are projected to be mailed to creditors and equity
holders in early to mid-September 2003. The confirmation hearing
on the Amended Plan is scheduled for October 31, 2003.

The Amended Plan, which remains subject to confirmation by the
Bankruptcy Court and is subject to a number of other conditions,
is expected to become effective during the fourth quarter of 2003
or the first quarter of 2004. Interested parties are urged to read
the Amended Plan and the related Disclosure Statement, copies of
which have been filed with the Bankruptcy Court and the Securities
and Exchange Commission. More information is available on the
companies' Web site at http://www.stonewebinc.com  


SYSTECH RETAIL: Court Confirms First Amended Reorganization Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina confirmed Systech Retail Systems (U.S.A.), Inc.'s Plan of
Reorganization, as amended, after finding that the Plan complies
with each of the 13 standards articulated in Section 1129 of the
Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) all regulatory approvals that are necessary have been
          obtained or are respected;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) the Plan provides for the continuation of all retiree
          benefits in compliance with 11 U.S.C. Sec. 1114.

The Plan provides for the substantive consolidation of the
Debtors.  The parent company will emerge as a reorganized Debtor
and the ultimate parent company of the reorganized Debtors.   

                           New Financing

The Debtors propose to enter into the Exit Financing with Argosys
Bridge Fund LP, I on the Effective Date in the amount of CDN5
million.

Systech Retail Systems (USA) Inc., along with two other affiliates
filed for chapter 11 protection on January 13, 2003, (Bankr.
E.D.N.C. Case No. 03-00142).  Systech, headquartered in Raleigh,
North Carolina, is an independent developer and integrator of
retail technology, including software, systems and services to
supermarket, general retail and hospitality chains throughout
North America.  N. Hunter Wyche, Esq., at Smith Debnam Narron
Wyche & Story represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $50
million.


TENET HEALTHCARE: Senate Finance Committee Commences Inquiry
------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) said it received a letter
Friday from Sen. Charles E. Grassley (R-Iowa), chairman of the
Senate Finance Committee, notifying the company that the committee
has begun an investigation of Tenet's "corporate governance
practices with respect to federal health care programs." The
committee has asked the company to supply it with numerous
documents principally relating to Redding Medical Center,
physician relationships, alleged unnecessary medical procedures
and Medicare outlier payments.

The company said it would cooperate with the committee.

Tenet said it takes such matters extremely seriously and is
working diligently to address all the challenges it faces. To
date, the company's new leadership has, among other things:

-- Appointed three new independent directors and implemented
   sweeping governance changes, including the election of a new
   non-executive chairman.

-- Significantly enhanced and broadened its compliance efforts,
   promoted a new chief compliance officer who reports directly to
   the Ethics, Quality and Compliance Committee of the board of
   directors, and brought in a former chief counsel in the Office
   of Inspector General of the Department of Health and Human
   Services to assist in strengthening Tenet's compliance efforts.

-- Named a nationally recognized cardiologist to lead the cardiac
   services team at Redding Medical Center and agreed to name a
   physician as director of medical affairs and to have
   unaffiliated physicians perform random reviews of cardiac
   procedures at that hospital.

-- Implemented a new policy regarding outlier payments and
   voluntarily reduced the amount of such payments it receives.

-- Appointed a physician to lead a broad array of clinical quality
   improvement initiatives that Tenet is implementing at its
   hospitals.

-- Implemented a series of initiatives to enhance the practice and
   leadership of nursing in its hospitals and named a nurse
   executive to lead the effort.

-- Promoted its top hospital operators to the senior executive
   management team and placed a seasoned hospital executive who is
   also a medical doctor in charge of its large California market.

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates 113 acute care hospitals with 27,674 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 114,061 people serving communities in 16 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners -- including employees,
physicians, insurers and communities -- in providing a full
spectrum of health care. Tenet can be found on the World Wide Web
at http://www.tenethealth.com  

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


TWINLAB CORP: S&P Ratings Dive to D After Chapter 11 Filing
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on vitamin manufacturer Twinlab Corp. to 'D' from 'CCC-'.
At the same time, the company's senior subordinated notes rating
has been lowered to 'D' from 'CC'. The rating action follows
Twinlab's voluntary filing of a Chapter 11 petition in the U.S.
Bankruptcy Court on Sept. 4, 2003.

The company reported $70.6 million in total debt as of March 31,
2003.

Hauppauge, New York-based Twinlab is a manufacturer and marketer
of vitamins and nutritional supplements sold in health food stores
as well as through mass merchants and direct-to-consumer channels.


TWINLAB CORP: Wants Schedule-Filing Deadline Moved to Oct. 19
-------------------------------------------------------------
Twinlab Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the time period within which they must file their schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases as required by 11
U.S.C. Sec. 521(1).  

Due to the complexity and diversity of their operations, the
Debtors anticipate that they will be unable to complete their
Schedules and Statements in the time required under Bankruptcy
Rule 1007(c).

To prepare their required Schedules and Statements, the Debtors
must compile information from books, records, and documents
relating to a multitude of transactions at several locations in
the United States and the United Kingdom. Collection of the
necessary information will require a heavy expenditure of time and
effort on the part of the Debtors and their employees.

While the Debtors, with the help of their professional advisors,
are mobilizing their employees to work diligently and
expeditiously on the preparation of the Schedules and Statements,
resources are strained. Unavoidably, the primary focus thus far
has been on getting these cases filed and reacting to the trauma
of filing. In view of the amount of work entailed in completing
the Schedules and Statements and the competing demands upon the
Debtors' employees and professionals to assist in efforts to
stabilize the business operations during the initial postpetition
period, the Debtors will not be able to properly and accurately
complete the Schedules and Statements within the 15 day time
period imposed by the Bankruptcy Code.

At the present time, the Debtors anticipate that they will require
at least 30 additional days to complete their Schedules and
Statements. The Debtors therefore request that the Court afford
them until October 19, 2003 to complete and file their Schedules
and Statements.

Headquartered in Hauppauge, New York, Twinlab Corporation
manufactures and markets high quality, science-based, nutritional
supplements. The Company filed for chapter 11 protection on
September 4, 2003 (Bankr. S.D.N.Y. Case No. 03-15564).  Michael P.
Kessler, Esq., at Weil, Gotshal & Manges, LLP represents the
Debtors in their restructuring efforts.


UNITED AIRLINES: Selling One Boeing 747 to Dubai Air for $51MM
--------------------------------------------------------------
With the Court's permission, the United Airlines Debtors will sell
one used Boeing 747-422 aircraft, bearing manufacturer serial
number 26903 and U.S. registration number N108UA to Dubai Air
Wing.  The Debtors determined that the aircraft was no longer
essential to their fleet plan.  The aircraft will be sold for
$51,000,000, free and clear of liens, claims, and encumbrances.

The war in Iraq, declining passenger demand for travel, in
particular, international travel, and an inability to predict
when customers will resume flying prompted the Debtors' decision
to sell the aircraft.  These factors made the Debtors'
overcapacity burdensome to their operations.  There is also a
small market for widebody aircraft.  By removing the aircraft
from their fleet, the Debtors will eliminate a needless drain on
their cash resources.  They will also do away with future
maintenance and storage costs for the aircraft.

The Debtors have extensively marketed the aircraft for more than
two years now but have received only three offers for the
property.  The Debtors accepted Dubai Air's offer as it will
result in over $50,000,000 in net proceeds.  Under the terms of
an asset purchase agreement recently finalized by the parties,
the Debtors will also sell to Dubai Air two spare engines for
$2,000,000.  As soon as the Debtors deliver the aircraft, the
parties will use their best efforts to negotiate a maintenance
service agreement wherein the Debtors will provide engine repair
services.  The Debtors will deliver the aircraft to Dubai Air by
September 15, 2003.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
40% of the sale's net proceeds -- over $20,000,000 --  will be
applied to prepay the outstanding balance on the Debtors' term
loan.  The rest of the proceeds will be applied to the Debtors'
revolving credit loan.

Dubai Air is not an "insider" of any of the Debtors within the
meaning of Section 101(31) of the Bankruptcy Code and is not
currently controlled by, or acting on behalf of, any insider.
(United Airlines Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


UNITED PAN-EUROPE: UGC Europe Inc. Becomes Successor Issuer
-----------------------------------------------------------
On September 3, 2003, UGC Europe, Inc., a Delaware corporation
(f/k/a New UPC, Inc.), became the successor issuer to United Pan-
Europe Communications N.V., as a result of the consummation of the
transactions contemplated by the Second Amended Chapter 11 Plan of
Reorganization, as modified, of United Pan-Europe Communications
N.V. and UGC Europe, Inc., under Chapter 11 of the U.S. Bankruptcy
Code, as confirmed by the U.S. Bankruptcy Court for the Southern
District of New York on February 20, 2003.

As a result of the consummation of the transactions contemplated
by the Plan, UGC Europe, Inc. became the successor issuer to
United Pan-Europe Communications N.V. The shares of common stock,
par value $.01 per share, of UGC Europe, Inc. issued in connection
with the consummation of the Plan are deemed registered pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as
amended, under clause (a) of Rule 12g-3 of the Exchange Act, and
UGC Europe, Inc. is thereby subject to the informational
requirements of the Exchange Act and the rules and regulations
promulgated thereunder.


UNOVA INC: Completes Sale of Lamb Body & Assembly Systems Div.
--------------------------------------------------------------
UNOVA, Inc. (NYSE:UNA) has sold principally all the assets and
existing backlog of its Lamb Body & Assembly Systems division to
Utica Body & Assembly, Inc., a subsidiary of Utica Enterprises,
Inc. (Shelby Township, Mich.), for approximately the net book
value of the assets sold.

Lamb Body & Assembly Systems designs, integrates and builds
vehicle body and assembly equipment including robotic welding and
hemming systems. The transaction also includes Lamb's J.S.
McNamara Company, an engineering services organization that
supplies body-in-white process engineering and tool design to
automotive customers and suppliers.

UNOVA is a leading supplier of wireless networking, mobile
computing and RFID technology for the supply-chain management and
e-commerce fulfillment markets and is also a leading supplier of
manufacturing technologies to the global automotive and aerospace
industries.

For more information on the Company, visit http://www.unova.com

As reported in Troubled Company Reporter's July 4, 2003 edition,
Fitch Ratings upgraded UNOVA Inc.'s senior unsecured rating to
'B-' from 'CCC'. The Rating Outlook is Stable. The change in the
rating reflects UNA's strengthening its balance sheet by reducing
debt levels through a pension reversion, asset sales, reduction of
net working assets, and a series of patent settlements. Also, high
level of liquidity and improved operating performance support the
rating.


USG CORP: Wants Lease Decision Period Extended to March 1, 2004
---------------------------------------------------------------
USG Corporation and its debtor-affiliates ask the Court to extend
the period within which they may assume or reject any prepetition
unexpired non-residential real property lease until March 1, 2004.

The Debtors inform the Court that they have 195 Real Property
Leases.  Given the importance of these Leases to their ongoing
operations and the number of leases at issue, the Debtors assert
that it would be imprudent to require them to decide whether to
assume or reject the Real Property Leases at this stage in their
Chapter 11 cases.  Unless they are granted additional time to
make their election regarding the Real Property Leases, the
Debtors are at risk of prematurely and improvidently assuming or
rejecting the leases without necessary evaluations,
determinations, negotiations and discussions with the relevant
landlords and their creditor constituencies.

The Debtors assure the Court that pending their election to
assume or reject the Real Property Leases, they will timely
perform all their obligations arising from and after the Petition
Date, as required by Section 365(d)(3) of the Bankruptcy Code.
The Debtors believe that as a result, there will be little or no
prejudice to the landlords under the leases.  The Debtors also
inform that, in fact, the aggregate amount of prepetition
arrearages under the Real Property Leases is relatively small, as
rent under many of these leases is paid in advance.

Judge Newsome will hold a hearing on September 30, 2003 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' lease decision deadline is
extended until the conclusion of that hearing. (USG Bankruptcy
News, Issue No. 52; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


VARSITY BRANDS: Extends Consent Payment Deadline re Tender Offer
----------------------------------------------------------------
Varsity Brands, Inc. (Amex: VBR) announced that in connection with
the cash tender offer for all of its outstanding 10-1/2% Senior
Notes due 2007 and the related solicitation of consents to certain
proposed amendments to the Indenture under which the Securities
were issued, it has extended to 5:00 P.M., New York City time, on
September 5, 2003, the "consent payment deadline."  All conditions
to consummation of the tender offer and consent solicitation
continue to apply.

Varsity Brands, Inc. will purchase outstanding Securities
at a purchase price of $1,037.50 per $1,000 principal amount at
maturity.  The purchase price payment includes a consent fee paid
only for Securities validly tendered prior to the consent payment
deadline, which has been extended to be 5:00 P.M., New York City
time, on September 5, 2003.  The consent fee will be an amount
equal to 0.25% of the principal amount of the Securities that are
validly tendered by the consent payment deadline.

Holders who have previously tendered their Securities need not
take any further action as a result of this extension.  Holders
who have not previously tendered their Securities may do so by
following the directions in the letter of transmittal and consent
previously sent to holders.  Holders who tender their Securities
after the consent payment deadline will only receive $1,035 per
$1,000 principal amount at maturity.

The offer will expire at 12:00 midnight, New York City time, on
September 12, 2003, unless extended or earlier terminated.  
Payment for tendered Securities will be made in same day funds on
the first business day following expiration of the offer, or as
soon thereafter as practicable.

Jefferies & Company, Inc. is acting as Dealer Manager and
Information Agent for the offer.  The Depositary is HSBC Bank USA.

The Company's obligation to purchase tendered Securities is
conditioned upon, among other things, the consummation of the
merger between the Company and VB Merger Corporation, a wholly
owned subsidiary of VBR Holding Corporation, pursuant to an
Agreement and Plan of Merger by and among the Company, VB Merger
Corporation and VBR Holding Corporation, dated April 21, 2003.  VB
Merger Corporation and VBR Holding Corporation were formed by
Green Equity Investors IV, L.P., a private investment fund formed
by Leonard Green & Partners for the purpose of acquiring majority
ownership of the Company. Simultaneously with the mailing of the
Offer to Purchase and Consent Solicitation Statement, the Company
mailed a Proxy Statement in connection with a special meeting of
stockholders of the Company to be held on September 15, 2003 for
the purpose of adopting the merger agreement.

Varsity Brands, Inc. (S&P, B Long-Term Corporate Credit Rating,
Negative) is a leading provider of goods and services to the
school spirit industry.  The Company designs, markets and
manufactures cheerleading and dance team uniforms and accessories,
as well as dance and recital apparel for the studio dance market;
operates cheerleading and dance team instruction camps throughout
the United States; produces nationally televised cheerleading and
dance team championships and other special events; and operates
studio dance competitions and conventions.  The Company markets
its proprietary products and services to schools, recreational
organizations, coaches and participants in the extra-curricular
market using its own nationwide sales force, as well as websites
that are targeted to specific audiences and specific activities.


WEIRTON STEEL: Court Okays Houlihan Lokey as Investment Banker
--------------------------------------------------------------
Weirton Steel Corporation obtained permission from the Court to
employ Houlihan Lokey Howard & Zukin Capital as investment banker
during this Chapter 11 case.

Judge Friend makes it clear that Houlihan Lokey will be subject
to any general order entered by the Court relating to limitations
upon the scope of indemnification.

Houlihan Lokey will provide investment banking services in
connection with:

     (a) the assessment of Weirton's financial restructuring or
         other strategic alternatives, and

     (b) a possible financial restructuring transaction of the
         Debtor; a possible merger or other transaction involving
         the sale of all or substantially all of the business,
         assets or equity interests of Weirton in one or more
         transactions; or a possible private placement of equity
         and debt securities.

Specifically, Houlihan Key will be:

     (a) reviewing the Company's financial condition, operations,
         competitive environment, business plans, historical and
         projected financial results, and forecasted capital
         requirements;

     (b) analyzing the Company's restructuring or other strategic
         alternatives and presenting findings to the Company's
         board of directors;

     (c) evaluating indications of interest and proposals
         regarding a Transaction;

     (d) assisting in the drafting, preparation and distribution
         of selected information and other related documentation
         describing the Company and the terms of a potential
         Transaction;

     (e) advising the Company as to the financial terms of the
         Transaction;

     (f) negotiating the financial aspects, and facilitating the
         consummation, of any Transaction; and

     (g) providing other investment banking services reasonably
         necessary to accomplish the foregoing.

Pursuant to the Engagement Letter, Houlihan Lokey is entitled to
receive compensation generally summarized as:

     (a) Commencing as of April 17, 2003, and ending on the
         termination of the Engagement Letter, and whether or not
         a Transaction is proposed or consummated, a monthly cash
         advisory fee equal to $150,000 per month.  The Advisory
         Fee will be payable by Weirton in advance on the 17th day
         of each month without notice or invoice;

     (b) In the event a Restructuring Transaction entails any
         modification, repayment or refinancing of any outstanding
         indebtedness of Weirton, Weirton will pay Houlihan
         Lokey a fee equal to $3,000,000, less 50% of all
         Advisory Fees received by Houlihan Lokey after the first
         six payments of Advisory Fees hereunder.  For purposes of
         this application, Indebtedness will include any bank
         debt, mortgage debt, capital leases, notes, bonds, or any
         other liabilities outstanding as of the consummation of
         the Restructuring Transaction.

         The Restructuring Transaction Fee will be payable in cash
         upon:

         (1) the effective date of an out-of-court restructuring
             through an exchange or tender offer, refinancing or
             other mechanism,

         (2) obtaining the requisite consents to a "pre-packaged"
             Chapter 11 plan of reorganization solicited pursuant
             to Section 1126(b) of the Bankruptcy Code, or

         (3) the confirmation of a Chapter 11 plan of
             reorganization.

         A Restructuring Transaction Fee will not be payable if a
         Chapter 11 case is converted to a Chapter 7 liquidation;

     (c) Upon consummation of a Sale Transaction, a fee equal to
         1% of the Transaction Value, less 50% of all Advisory
         Fees received by Houlihan Lokey after the first 12
         payments of Advisory Fees; and

     (d) Upon the consummation of a Financing Transaction, a fee
         equal to the sum of:

         (1) 7% of the aggregate amount of all equity or common
             stock placed or committed,

         (2) 5% of the aggregate amount of all preferred
             stock and convertible debt securities placed or
             committed, and

         (3) 3.5% of the aggregate principal amount of all
             unsecured, non-senior and subordinated debt
             securities placed or committed.

         In the event that both a Restructuring Transaction Fee
         and a Sale Transaction Fee are due, Houlihan Lokey will
         be entitled to only one Transaction Fee equal to the
         greater Transaction Fee or the Sale Transaction Fee.
         (Weirton Bankruptcy News, Issue No. 8; Bankruptcy
         Creditors' Service, Inc., 609/392-0900)  


WESTPOINT STEVENS: Wins OK to Hire Stein Riso as Special Counsel
----------------------------------------------------------------
WestPoint Stevens Inc. and its debtor-affiliates obtained the
Court's authority to employ Stein Riso Mantel, LLP as special
conflicts counsel in connection with claims, litigation or other
matters now pending or which may arise as to which Weil, Gotshal
and Manges LLP, is or becomes unable to represent the Debtors due
to an actual or potential conflict of interest.

Stein Riso will to charge the Debtors for its legal services in
accordance with its ordinary and customary hourly rates in effect
on the date such services are rendered.  The hourly billing rates
currently charged by Stein Riso for legal services rendered by its
professionals are:

       Partners                      $300 - 500
       Of Counsel                     325
       Associates                     250 - 300
       Paralegals                     100 - 125
(WestPoint Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


* Buxbaum Expects to Appraise Upwards of $5 Billion of Inventories
------------------------------------------------------------------
Buxbaum Group's appraisal division is on track to appraise upwards
of $5.0 billion of consumer products inventories at cost value
during 2003, having already exceeded the $2.0 billion mark during
the first half of the year.  The firm's appraisals are executed on
behalf of lending institutions at manufacturing, wholesale and
retail companies.

Through the first half of 2003, approximately 55% of Buxbaum's
appraisal activity has been on wholesale distribution inventories,
around 15% has been in the manufacturing sector and the remaining
30% has been on retail inventories. By contrast, during 2002 the
retail segment accounted for 45.7% of the inventories appraised by
the firm; wholesale distribution represented 43.2%; and the
remaining 11.1% was derived from projects at a variety of combined
manufacturing/wholesale distribution and/or wholesale
distribution/retail operations.

"So far this year we've seen our appraisal business shift more
into the wholesale distribution sector," said Buxbaum Group vice
president Jim Siebersma, who directs the appraisal unit. "While
our reputation over the years has always been as 'retail experts,'
which we maintain as a core strength, our lender clients have come
to realize that the breadth of our expertise extends far beyond
retailing and into the manufacturing and wholesale distribution
arenas."

In addition to the firm's efforts to educate lenders on its
capabilities in the manufacturing and wholesale arenas, Siebersma
attributed the shift in its appraisal business mix to general
trends in lending activity across the three sectors. "It appears
that lending in the manufacturing and wholesale distribution
industries has outpaced retail lending," he noted. "We believe
this is largely due to the fact that the number of companies in
the wholesale and manufacturing sectors has not contracted to the
same extent as in the retail industry."

While Buxbaum Group continues to aggressively pursue inventory
appraisal and liquidation projects in the retail area, its efforts
to gain a bigger share in the wholesale and manufacturing sectors
will soon take another turn with the launch of seminars for
lenders aimed specifically at addressing the issues associated
with appraising and liquidating wholesale inventories.

"We are very knowledgeable of the idiosyncrasies related to
liquidating retail inventories, and the mechanics of most retail
liquidations are similar," Siebersma explained. "The
characteristics and nuances of liquidation in the wholesale
industry are quite different from retail, and we've experienced
these differences first hand. To that end, our liquidation team
has provided our appraisal group with invaluable insights on the
varying criteria related to the liquidation of wholesale
inventories. Those factors are incorporated into our appraisal
projects, enhancing our ability to provide the most accurate
assessments of inventory value."

Buxbaum Group, together with affiliate Buxbaum/Century, has built
its reputation for over 30 years as one of the largest liquidators
and appraisers of retail and wholesale inventories, as well as
machinery and industrial equipment, across North America. A
subsidiary, Pathway Strategic Partners, LLC, provides turnaround,
expansion and/or downsizing strategies, in conjunction with other
advisory consulting and management services.


* CCFL Advisory Services Appoints Two New Managing Directors
------------------------------------------------------------
Eric A Demirian, President and Chief Executive Officer of CCFL
Advisory Services Inc., announced the appointments of David E.
Bacon and Ari Yakobson to the positions of Managing Director
effective September 2, 2003.

Collectively, Mr. Bacon and Mr. Yakobson bring more than 20 years
of experience in corporate finance, mergers, acquisitions,
strategic planning and operations.

Prior to joining CCFL Advisory, Mr. Bacon was Vice President,
Corporate Development at Group Telecom Inc., where he was
responsible for acquisitions, integration and strategic planning
and was a member of the senior management team responsible for the
successful operational and balance sheet restructuring of Group
Telecom. Previously, Mr. Bacon was Vice President, Finance for a
Toronto-based private merchant bank and prior thereto he was with
PricewaterhouseCoopers where he provided assurance and business
advisory services to clients in the telecommunications, consumer
goods, media, entertainment and financial services sectors. Mr.
Bacon holds a BA from the University of Western Ontario and an MBA
from York University. He is also a Chartered Accountant and
Certified Public Accountant.

Prior to joining CCFL Advisory, Mr. Yakobson was a partner and a
Vice President of Investment Banking at Succession Capital
Corporation, where he was responsible for targeting and
structuring acquisitions as a principal on behalf of the
corporation as well as leading the transaction services group.
Previously, Mr. Yakobson was Vice President, Business Development
for a Toronto-based software company where he managed the non-
technical operations and prior thereto he was a proprietary equity
trader at Scotia McLeod. In addition, Mr. Yakobson has
successfully founded, financed and operated numerous start-ups in
the retail/service and technology sectors. Mr. Yakobson holds a BA
(Hon.) from York University, an LL.B. from the University of
Western Ontario and an MBA from Queen's University.

Mr. Demirian states "I am pleased to have David and Ari join CCFL
Advisory. They will both bring a unique combination of corporate
finance and operational experience to our clients and will be key
contributors to the continued growth of the firm."

Since 1979, CCFL has been structuring sophisticated and complex
financial transactions. The firm is wholly owned and operated by
its senior management and is independent of any financial
organization or intermediary. CCFL Advisory specializes in
corporate finance and investment banking activities involving mid-
market transactions. Our services include mergers, acquisitions,
divestitures, debt and equity financings, business strategy
development, strategic alliances, management buy-outs, going
public and private transactions, business reorganizations and
restructurings, development of optimal capital structures and
succession planning.

Our professionals are experienced in a variety of industries and
have significant transactional and operating experience.

CCFL Advisory has offices in Toronto and Montreal.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)             
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.      
Caraco Pharm Lab        CARA        (20)          20       (2)
Cincinnati Bell         CBB      (2,104)       1,467     (327)     
Cubist Pharmaceuticals  CBST         (7)         221      131    
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)               
Caraco Pharm Labs       CPD         (20)          20       (2)               
Centennial Comm         CYCL       (470)       1,607      (95)     
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Graftech International  GTI        (351)         859      108   
Hollywood Casino        HWD         (92)         553       89   
Hexcel Corp             HXL        (127)         708     (531)   
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)   
Kos Pharmaceuticals     KOSP        (75)          69      (55)  
Lodgenet Entertainment  LNET       (101)         298       (5)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)   
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154  
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.     
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)   
ON Semiconductor        ONNN       (525)       1,243      195   
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)   
Rite Aid Corp           RAD         (93)       6,133    1,676    
Revlon Inc.             REV      (1,641)         939       44     
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
Solutia Inc.            SOI        (249)       3,342     (231)        
I-Stat Corporation      STAT          0           64       33     
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)  
Thermadyne Holding      THMD       (665)         297      139  
TiVo Inc.               TIVO        (25)          82        1   
Triton PCS Holdings     TPC         (36)       1,617      172     
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)    
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.   
Warnaco Group           WRNC     (1,856)         948      471         
Western Wireless        WWCA       (464)       2,399     (120)   
Xoma Ltd.               XOMA        (11)          72       30
               
                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***