TCR_Public/030912.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 12, 2003, Vol. 7, No. 181   


3DO COMPANY: Sold Assets for $4.6 Million at August 14 Auction
ADVANSTAR COMMS: Commences Private Placement of 10.75% Sr. Notes
AGCO CORP: Ratings on Watch Negative Due to Planned Acquisition
ALLIED HOLDINGS: Completes Amendment to Senior Secured Facility
AMERICA WEST: Initiates Growth Plans for 2004

AMERICAN AIRLINES: Will Add Work to Tulsa Maintenance Base
AMERICAN NATURAL ENERGY: Secures Convertible Debenture Financing
AMERICAN PAD & PAPER: Appoints New Company Board of Directors
AMERICAN PAD & PAPER: Adds Key Executives to Management Team
AMSOUTH BANCORP: Fitch Upgrades Individual Rating to B from B/C

ARMSTRONG: Liberty Wants Hearing on Pre-Confirmation Issues Set
ARVINMERITOR: Names Vice Presidents of Continuous Improvement
AVNET INC: Fitch Assigns BB Rating to Senior Unsecured Debt
AVON PRODUCTS: Participating in Banc of America Conference
BEAR STEARNS: Fitch Downgrades Class K & L Note Ratings to B/CCC

BRIDGE INFORMATION: Plan Administrator Balks at 52 Setoff Claims
BRIDGEPORT HLDGS: Case Summary & 30 Largest Unsecured Creditors
CALYPTE BIOMEDICAL: Marr Tech. Discloses 21.4% Equity Stake
CASELLA WASTE: Reports 2004 First Quarter Financial Results
CASUAL MALE: Plan Confirmation Hearing Scheduled for Nov. 18

CONSECO FIN.: Court Confirms 6th Amended Joint Liquidation Plan
CONSECO INC: Successfully Emerges from Chapter 11 Proceedings
CONSECO INC: Court Sets Deemed Amounts for Class 8A Claims
DANA CORP: Opens New Fuel Cell Support Centers in UK and Japan
DANA CORP: Will Construct New Manufacturing Plant in Czech Rep.

DIAMOND ENTERTAINMENT: Hires Pohl McNabola as New Accountants
DIGITAL WORLD: Searching for Chartered Accountant Replacement
DOW CORNING: Launches New Global Photonic Solutions Business
ENRON CORP: Proposes Uniform Procedures for Avoidance Actions
FEDERAL-MOGUL: Court Approves Avoidance Action Stipulation

FLOW INTERNATIONAL: July 31 Balance Sheet Upside-Down by $1.3MM
GMAC COMMERCIAL: Fitch Affirms 6 Low-B/Junk P-T Certs. Ratings
HCA GENESIS: Signs-Up Lowenstein Sandler as Bankruptcy Counsel
ICG COMMUNICATIONS: W.R. Huff Discloses 19.3% Equity Stake
IMC GLOBAL: Will Participate in CSFB Conference on Wednesday

IMMUNE RESPONSE: Receives $3.2MM via Class A Warrants Exercises
IMPSAT FIBER: Kingdon Capital Discloses 7.54% Equity Stake
INTERDENT INC: Court Confirms Prepackaged Plan of Reorganization
JARDEN CORP: Acquires All Outstanding Shares of Lehigh Consumer
LASERSIGHT INC: Case Summary & Largest Unsecured Creditors

LEVI STRAUSS: Will Publish Third Quarter Results by Month-End
LEVI STRAUSS: Corporate Credit Rating Dives Down 2 Notches to B
LTV CORP: Move to Terminate & Replace Benefit Plans Draws Fire
MAXXIM MEDICAL: Inks Pact to Sell Assets to Lightyear Capital
MERA PHARMACEUTICALS: Red Ink Continued to Flow in Third Quarter

MICRO WAREHOUSE: Ingram Micro Discloses $20 Million Exposure
MIKOHN GAMING: Evaluating Options to Recapitalize Balance Sheet
MIRANT CORP: MAGI Committee Asks Court to Set-Up Screening Wall
MOODY'S CORP: Will Present at ThinkEquity Conference on Tuesday
MWAM CBO: Fitch Cuts Class C-1, C-2 Notes & Preferred to BB-/B-

NATIONAL STEEL: Asks Court to Clear ICWU Memorandum of Agreement
NRG ENERGY: Seeks Open-Ended Lease Decision Period Extension
NUCENTRIX BROADBAND: Case Summary & Largest Unsecured Creditors
OREGON STEEL MILLS: S&P Assigns B Corporate Credit Rating
ORGANOGENESIS: Emerges from Chapter 11 Bankruptcy Proceedings

PETCO ANIMAL: Opens Newly Relocated Germantown, Tennessee Store
PG&E: USGen Wants Open-Ended Lease Decision Period Extension
PHILIP MORRIS: Says Engle Plaintiffs' Appeals Should be Nixed
PHOENIX GROUP: Texas Court Confirms Plan of Reorganization
PILLOWTEX CORP: Asks Court to Approve $1.7MM GGST Break-Up Fee

PRIMEDEX HEALTH: Seeks Consent to Extend Defaulted Debentures
PRIMUS TELECOMMS: Prices $110 Million Convertible Senior Notes
ROWE INT'L: Wants Court Nod to Hire Miller Johnson as Counsel
ROYAL & SUNALLIANCE: S&P Knocks BB+ Ratings Off CreditWatch
ROYAL IMDEMNITY: S&P Lowers Ratings on Four Related CMBS Deals

SAFETY-KLEEN: Resolves All Disputes with Zachry International
SAMSONITE CORP: Second Quarter Net Loss Slides-Up to $15 Million
SEMINIS INC: Proposed $250M Sr Sec. Credit Gets S&P's BB- Rating
SK GLOBAL: Agrees to Remove Bank One Frozen Account to Wachovia
SOLUTIA INC: Ala. District Court Approves Global PCB Settlement

TECHNEST HOLDINGS: Liquidity Issues Raise Going Concern Doubt
TENNECO AUTOMOTIVE: Appoints Kenneth R. Trammell as New CFO
TOM BROWN: S&P Assigns Speculative Grade Credit & Debt Ratings
TOP-FLITE GOLF: Callaway Golf Names Bob Penicka President/COO
TWINLAB CORP: Gets Interim Nod for $35 Million DIP Financing

UNITED AIRLINES: Inks Court-Approved Pact with SkyWest Airlines
UNITED AIRLINES: HSBC Seeks Stay Relief to Access LA Const. Fund
URSTADT BIDDLE: Reports Improved Third Quarter Financial Results
URSTADT BIDDLE: Board of Directors Declares Quarterly Dividends
US AIRWAYS GROUP: Oaktree Fund Discloses 3.9% Equity Stake

VERITAS DGC: Commences Search For New Chief Executive Officer
VERTIS INC: Appoints New East and West Group Presidents
WESTPOINT STEVENS: Selling 22 European Dept. Store Concessions
WILLIAMS COMPANIES: Enters Transactions to Sell Non-Core Assets
WORLD AIRWAYS: Inks New $70 Million Contract with TM Travel

WORLDCOM INC: Asks Court to Approve McLeod Settlement Agreement

* Goodwin Procter LLP Announces New Partnership Elections
* Moody's Publishes First Canadian Corporate Bond Default Study

* BOOK REVIEW: Risk, Uncertainty and Profit


3DO COMPANY: Sold Assets for $4.6 Million at August 14 Auction
On May 28, 2003, The 3DO Company, a Delaware corporation, and The
3DO Company, a California corporation  and wholly-owned subsidiary
of the Company, filed voluntary petitions for relief under Chapter
11 of Title 11 of the United States Code in the United States
Bankruptcy Court for the Northern District of California.  The
Chapter 11 cases are jointly administered by the Banrktupcy Court
under case numbers 03-31580 DM11 and 03-31581 DM11.

On August 14, 2003, an auction was held in the Bankruptcy Court to
sell the Debtors' assets.  The  successful bidders at the auction
agreed to purchase certain of the Debtors' assets groups for an
aggregate  purchase price of $4,585,000.  The assets groups
included "High Heat Baseball,"  "Army Men," "Might & Magic,"
"Street Racing Syndicate,"  "Jacked,", other backlist titles, and
two different patent groups.  

The successful bidders at the auction included Namco Hometek Inc.,
JoWood Productions Software AG, Crave  Entertainment, Inc.,
Microsoft Corp., Patent Purchase Manager LLC, Ubi Soft
Entertainment, and William M. "Trip" Hawkins III. The Debtors and
each successful bidder plan to complete the documentation of the
purchase and sale of assets in accordance with the Bankrutpcy
Court's Order Approving Sales Procedures, as amended, and to close
the purchase and sale of such assets prior to the closing deadline
under the applicable asset purchase agreement.

ADVANSTAR COMMS: Commences Private Placement of 10.75% Sr. Notes
Advanstar Communications Inc., has launched a private placement of
$50 million aggregate principal amount of 10.75% second priority
senior secured notes due 2010.  The notes will be secured by
second priority liens on substantially all the collateral securing
Advanstar's credit facility (other than the capital stock of
certain of its subsidiaries and assets of its parent companies),
which collateral also secures its second priority senior secured
notes issued in August 2003.

Advanstar plans to use the net proceeds from the private placement
to repay all amounts borrowed under its revolving credit facility
(approximately $12 million) and will invest the remaining
proceeds, along with a $50 million equity contribution to be
provided by DLJ Merchant Banking Partners III, L.P. and related
funds on the closing date of the private placement, in short-term
investments pending completion of Advanstar's acquisition of a
portfolio of healthcare industry-specific magazines and related
custom project services from subsidiaries of The Thomson
Corporation (as announced on August 25, 2003).  If the acquisition
closes, Advanstar will use the remaining net proceeds of the
private placement, proceeds of the $50 million equity contribution
made on the closing date of the private placement, an additional
$10 million equity contribution to be made on the closing date of
the acquisition and revolver borrowings of approximately $40
million to finance the acquisition.  The notes will be subject to
mandatory redemption if the Thomson acquisition does not close by
December 31, 2003.

The second priority senior secured notes will not be registered
under the Securities Act of 1933, as amended, or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.  

Advanstar Communications Inc. (S&P, B Corporate Credit Rating,
Negative) is a worldwide business information company
serving specialized markets with high quality information
resources and integrated marketing solutions.  Advanstar has 100
business magazines and directories, 77 tradeshows and conferences,
numerous Web sites, and a wide range of direct marketing, database
and reference products and services. Advanstar serves targeted
market sectors in such industries as art, automotive, beauty,
collaboration/e-learning, CRM/call center, digital media,
entertainment/marketing, fashion & apparel, healthcare,
manufacturing and processing, pharmaceutical, powersports,
science, telecommunications and travel/hospitality.  The Company
has over 1,200 employees and currently operates from multiple
offices in North America, Latin America, Europe and Asia.  For
more information, visit

AGCO CORP: Ratings on Watch Negative Due to Planned Acquisition
Standard & Poor's Ratings Services placed its ratings on AGCO
Corp., including its 'BB+' corporate credit rating, on CreditWatch
with negative implications. The action followed AGCO's
announcement that is has agreed to acquire the business of Valtra
Corp. a Finnish company owned by unrated Kone Corp. for a purchase
price of ?600 million.

AGCO, a global manufacturer of agricultural equipment based in
Duluth, Georgia, has $850 million of rated debt.

Valtra is a global tractor and off-road engine manufacturer with
leading market positions in the Nordic region of Europe and Latin
America and should broaden AGCO's position in key agricultural
equipment markets. The company has commitments from banks
sufficient to fund the acquisition, however, AGCO has stated that
it intends to issue equity to maintain existing credit ratios,
although amounts and timing of issuance have not been made final.
Subject to regulatory approval, the acquisition is expected to
close in about three to four months.

"We will meet with management to discuss Valtra's business and
operating performance and AGCO's financing plans before taking
further rating action," said Standard & Poor's credit analyst
Daniel Di Senso.

ALLIED HOLDINGS: Completes Amendment to Senior Secured Facility
Allied Holdings, Inc. successfully completed an amendment to its
senior secured credit facility on September 4, 2003. Ableco
Finance LLC and Wells Fargo Foothill, Inc., a wholly-owned
subsidiary of Wells Fargo & Company, remain as agents of the
credit facility.

                          *   *   *

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

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

AMERICA WEST: Initiates Growth Plans for 2004
America West Airlines (NYSE: AWA) expects to grow the airline in
2004 and anticipates increasing its mainline capacity (available
seat miles) by approximately 10 percent by the fourth quarter of

"With our return to profitability in the second quarter and
expectation for profitability in the third quarter, we are
preparing to grow America West again," said W. Douglas Parker,
chairman and chief executive officer.  "Our recently announced
nonstop transcontinental flights and service to Costa Rica are
examples of expansion opportunities for America West's low-fare,
high-quality service."

The anticipated growth of America West's mainline system in 2004
will be accomplished through increased fleet utilization and
additional aircraft.  The airline currently has plans to receive
two Airbus aircraft in the fourth quarter of 2004 and is exploring
the most efficient means of additional fleet expansion.

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines is the nation's second largest low-
fare airline and the only carrier formed since deregulation to
achieve major airline status. Today, America West serves 92
destinations in the U.S., Canada and Mexico.

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

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

AMERICAN AIRLINES: Will Add Work to Tulsa Maintenance Base
With the passage of Vision 2025, American Airlines will be able to
add work to the airline's largest maintenance overhaul base. The
company announced it will:

-- repair the landing gear on its Boeing 737 aircraft in Tulsa;

-- complete the installation of the large overhead bins in its
   Boeing MD80 fleet in Tulsa (American has 335 MD80s in its fleet
   of 771 aircraft); and

-- add an MD80 heavy check line in November to replace the work
   lost with the retirement of the Fokker 100 fleet. (There are 57
   F100s currently in the fleet.)

"Bringing this new work to our local maintenance facility is our
way of saying thanks to the people of Tulsa for their support,"
said Gerard Arpey, president and CEO of American Airlines. "This
has been made possible in part thanks to the support of Oklahoma
Governor Brad Henry, University of Oklahoma President David Boren,
Congressman John Sullivan, Tulsa Mayor Bill LaFortune, and the
other state and city leaders who care about the Tulsa community
and its economic future.

"We also appreciate the officers and members of Transport Workers
Union (TWU) Local 514 and the officers of the TWU International
and the AFL-CIO for generating overwhelming support for the
proposition," he said.

"This is an example of what can be accomplished when the
community, employees, and our unions work together to solve
problems," said Carmine Romano, vice president of American's Tulsa
Maintenance Base.

"We are proud that American and the TWU -- virtually alone among
the major airlines and airline unions -- were able to maintain the
heavy aircraft maintenance capability of this airline by avoiding
bankruptcy, and that we are now in a position to expand it," said
Randy McDonald, president of TWU Local 514.

American has been evaluating its maintenance capacity requirements
for several months. Today, the airline has maintenance overhaul
bases in Kansas City, Mo.; Fort Worth, Texas; and Tulsa, Okla. The
passage of this proposition is an important piece in its
evaluation process. As the analysis is finalized, American is
taking into account each community's support. The company expects
to make an announcement about the full allocation of work among
the three bases within weeks.

Current AMR Corp. (NYSE: AMR) (S&P, B- Corporate Credit & CCC
Senior Unsecured Convertible Debt Ratings, Negative) news releases
can be accessed via the Internet.  The address is

AMERICAN NATURAL ENERGY: Secures Convertible Debenture Financing
American Natural Energy Corporation (TSX Venture: ANR.U) has
reached a preliminary financing agreement consisting of secured
convertible debentures in a principal amount of US$9.5 million to
US$12 million.  

The convertible debentures will be repayable on October 1, 2005
with interest payable quarterly at 8% per annum, in cash or shares
of ANEC.  The debentures will be convertible into common
shares of ANEC at US$0.45 per share at any time after the date of
issue and are non-callable for a period of one year.  A commission
will be payable on this financing.  In connection with the
completion of the financing, it is intended that two additional
directors will be appointed to the board of directors of ANEC.

ANEC will use proceeds of the financing for the repayment of debt
and for future exploration and development of its Bayou Couba oil
and gas leases within its ExxonMobil Joint Development Project in
St. Charles Parish, Louisiana.  Closing is scheduled for
October 1, 2003 and is subject to all required regulatory
approvals, final documentation and due diligence review.

The debentures and any common shares issued upon conversion of the
debentures will be subject to a statutory hold period of four
months under applicable Canadian securities legislation and stock
exchange policies.  The securities intended to be offered are
intended to be sold in a private transaction and will not be, when
issued and sold, registered under the U.S. Securities Act of 1933,
as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act.

ANEC is a Tulsa, Oklahoma based independent exploration and
production company with operations in St. Charles Parish,

                         *      *      *

                    Going Concern Uncertainty

As reported in Troubled Company Reporter's August 29, 2003
edition, the Company announced its financial statements have been
prepared on a going concern basis which contemplates continuity of
operations, realization of assets and liquidation of liabilities
in the ordinary course of business. The Company has no current
borrowing capacity with any lender. It has sustained substantial
losses in 2002 and 2001, totaling approximately $8.7 million and
$1.0 million, respectively, a stockholders' deficit of $1.4
million at December 31, 2002, a working capital deficiency of
approximately $6.0 million including current amounts due under
borrowings of approximately $4.5 million, and negative cash flow
from operations in each of 2002 and 2001, all of which lead to
questions concerning the Company's ability to meet its obligations
as they come due. The Company also has a need for substantial
funds to develop its oil and gas properties. As a result of the
losses incurred and current negative working capital and other
matters described above, there is no assurance that the carrying
amounts of its assets will be realized or that liabilities will be
liquidated or settled for the amounts recorded. The Company's
ability to continue as a going concern is dependent upon adequate
sources of capital and the ability to sustain positive results of
operations and cash flows sufficient to continue to explore for
and develop its oil and gas reserves.

The independent accountants' report on American Natural Energy's
financial statements as of and for the year ended December 31,
2002 includes an explanatory paragraph which states that the
Company has sustained substantial losses, a stockholders' deficit,
a working capital deficiency and negative cash flow from
operations in each of 2002 and 2001 that raise substantial doubt
about its ability to continue as a going concern.

AMERICAN PAD & PAPER: Appoints New Company Board of Directors
American Pad & Paper LLC, after successfully emerging from
bankruptcy on August 26, 2003, has formed a new board of directors
to provide guidance and oversight to the Company going forward.
The five-member board is comprised of exceptionally qualified
business executives who played key roles in the Company's
acquisition out of bankruptcy by an affiliate of Crescent Capital
Investments, Inc.

Serving on the board are four non-management directors: David
Crosland, Charles Ogburn and Edward Underwood of Crescent Capital
Investments, Inc., and Gerald Benjamin of Casas, Benjamin & White,
LLC. John Bermingham, Ampad's new President and CEO, is the fifth
member of the board and will hold the position of Chairman.

                     About the Directors

David Crosland is an Executive Director of Crescent Capital. Prior
to joining Crescent, David worked for Investcorp where he was
responsible for all aspects of acquisitions and divestitures
including originating, analyzing, structuring, and negotiating
transactions as well as monitoring acquired companies. Prior to
Investcorp, Mr. Crosland spent three years with Morgan Stanley,
where he worked in the firm's mergers and acquisitions group. Mr.
Crosland holds a BA in Economics, magna cum laude, from Duke
University and an MBA from Harvard Business School.

Charles Ogburn is an Executive Director of Crescent Capital. Prior
to joining Crescent, Charlie spent more than 15 years at the
investment banking firm of Robinson-Humphrey, most recently as
Senior Managing Director and co-head of investment banking. Prior
to Robinson-Humphrey, Mr. Ogburn was an attorney with the law firm
of King & Spalding for five years. Mr. Ogburn is a graduate of
Duke University and earned his law degree from Vanderbilt
University School of Law. He is a Director of the Atlanta Venture
Forum and a Trustee of Trinity School.

Edward Underwood is an Executive Director of Crescent, responsible
for post-acquisition reporting for Crescent's portfolio companies.
Prior to joining Crescent, Mr. Underwood served as Chief Financial
Officer for Burnham Service Company, a $200 million revenue
trucking and logistics company. Prior to Burnham, he spent nine
years with Investcorp, most recently as part of the Post-
Acquisition Management team where he was responsible for
monitoring the operations and performance of acquired companies.
Mr. Underwood has a BS in Industrial Engineering from the Georgia
Institute of Technology and an MBA from Cornell University.

Gerald Benjamin is Managing Director of Casas, Benjamin & White,
LLC where he directs the firm's Distressed Mergers and
Acquisitions Group, as well as coordinates the firm's equity
placement and mergers and acquisitions advisory services. Prior to
joining Casas, Benjamin & White, LLC, Mr. Benjamin was a co-
founder and served as CEO of Bock, Benjamin & Co., an Atlanta-
based boutique mergers and acquisitions advisory firm. Mr.
Benjamin also served as CEO of Premier HealthCare, Inc., and has
served as a principal with companies in the healthcare, financial
services, specialty retailing, distribution, and manufacturing
industries and currently serves as a director of Global Link
Logistics, Inc., OfficeImages, Inc., Club Staffing, Inc., National
Dental Services, Inc., and Spec-Line Laminated Products, Inc. Mr.
Benjamin, a Certified Public Accountant, received his Bachelor of
Science degree in Accounting from the University of Kentucky,
where he was named a Coopers & Lybrand Scholar.

John Bermingham was named as President and CEO of American Pad &
Paper LLC when it emerged from bankruptcy and will serve as the
Chairman of its new board. Prior to joining the Company, Mr.
Bermingham served as Chairman, President and CEO of Centis, Inc.,
a diverse manufacturing and distributing company serving the
office products and related industries. Among his other career
accomplishments, Mr. Bermingham served as President and CEO of
Smith Corona Corporation, President and CEO of Rolodex
Corporation, and President and CEO of AT&T Smart Cards Systems &
Solutions. Mr. Bermingham earned a BA from Saint Leo University
and has completed the Harvard University Graduate School of
Business Advanced Management Program.

Ampad is a leading manufacturer and distributor of writing pads,
filing supplies, retail envelopes and specialty papers and serves
many of the largest and fastest growing office products retailers
and distributors in North America. Additional information on Ampad
can be found at

AMERICAN PAD & PAPER: Adds Key Executives to Management Team
American Pad & Paper LLC has added key executives to its
management team as one of the first steps in implementing its
strategic growth plan. Each has significant, successful industry
experience that will be applied to strengthening current revenue,
creating new opportunities for sales and supporting Ampad's long-
term growth.

"Ampad has a strong market presence and has been recognized by our
customers for outstanding service," stated John Bermingham, who
became Ampad's Chairman, President and CEO upon its recent exit
from bankruptcy. "We are going to build on that foundation by
investing in our business, further developing our sales channels
and broadening our product offerings. These individuals have the
expertise and leadership ability to accomplish those objectives."

In addition to Mr. Bermingham, the following people have joined
the Ampad management staff: Waite Popejoy, Executive Vice
President, Chief Financial Officer; Frank Clementi, Vice
President, Sales; Michael Kinnick, Vice President, Product
Marketing; and Cheryl Griffith, Director of Sales - Special
Markets. Each joins Ampad from Centis, a diverse manufacturing and
distributing company serving the office products and related
industries, where they individually and collectively demonstrated
the ability to deliver on aggressive performance goals.

                        About the Executives

John Bermingham was named as President and CEO of American Pad &
Paper LLC when it emerged from bankruptcy and will serve as the
Chairman of its new board. Prior to joining the Company, Mr.
Bermingham served as Chairman, President and CEO of Centis, Inc.
Among his other career accomplishments, Mr. Bermingham served as
President and CEO of Smith Corona Corporation, President and CEO
of Rolodex Corporation, and President and CEO of AT&T Smart Cards
Systems & Solutions.

Waite Popejoy, Executive Vice President and Chief Financial
Officer, has over 20 years of accounting, finance and management
experience, most recently as the Chief Financial Officer for
Centis. He started his professional career as a CPA with Mauldin &
Jenkins, the largest local accounting firm in Georgia. Afterward,
he entered the private sector and held a number of progressively
responsible roles at Charter Behavioral Health Services
LLC/Magellan Health Services, Inc. Mr. Popejoy then served as
Senior Vice President and Chief Financial Officer for Physicians'
Specialty Corporation and as a consultant before joining Centis.

Frank Clementi, Vice President, Sales, served as Vice President,
Sales for Centis for over 10 years prior to joining Ampad. During
that time he built and had responsibility for a sales organization
that generated annually increasing sales results. Prior to Centis,
Mr. Clementi was National Sales Manager for Kleer-Fax Index
Manufacturing for seven years and, for 14 years, had his own
office products sales and marketing group that represented eight
key manufacturers in a five-state region.

Michael Kinnick, Vice President, Marketing, brings over 30 years
of marketing and a successful track record of new product and new
market development. Before joining Ampad, he served as Vice
President, Marketing for Centis; Director of Marketing for Sentry
Group; Director of Marketing for Keith Clark ("At-A-Glancer"); and
Marketing Manager of Sheaffer-Eaton Textran.

Cheryl Griffith, Director of Sales - Special Markets, most
recently was Director of Sales in Centis' Commercial Products
Division where she managed dealers, buying groups and wholesalers
in a broad range of special market channels. Her previous
experience includes serving as Vice President, Sales for
Successories, Inc.; National Accounts Manager for Polaroid
Corporation; Sales Director for Acco USA; and Product Manager-
Division Marketing Department for Boise Cascade Office Products.

Ampad is a leading manufacturer and distributor of writing pads,
filing supplies, retail envelopes and specialty papers and serves
many of the largest and fastest growing office products retailers
and distributors in North America. Additional information on Ampad
can be found at

AMSOUTH BANCORP: Fitch Upgrades Individual Rating to B from B/C
Fitch Ratings upgraded the Individual Rating for AmSouth
Bancorporation and AmSouth Bank to 'B' from 'B/C.' All other
ratings are affirmed at this time.

The rating change highlights ASO's sound financial performance
that has continued throughout the recent trough in the business
cycle. While ASO has not been immune to deterioration in its net
interest margin, it has been able to realize significant gains in
noninterest income and improve operating efficiency to combat the
decline. Trends in asset quality also have improved and appear
ready to return to historical norms. Notwithstanding, ASO has been
very opportunistic in growing its home equity loan portfolio,
which has come to represent in excess of 20% of total loans over
the past couple of years. While underwriting standards (average
FICO scores and loan-to-value ratios) appear reasonable, it
remains to be seen what the effect of still rising personal
bankruptcy rates and lower corporate payrolls will have on the low
loss rates these products have historically exhibited. Even so,
Fitch views ASO as aptly positioned to absorb potential problems
should they occur.

                         Ratings Upgraded

              AmSouth Bancorporation and AmSouth Bank

                 -- Individual, to 'B' from 'B/C.'

                         Ratings Affirmed

                      AmSouth Bancorporation

                 -- Long-term debt, 'A-';
                 -- Short-term debt, 'F1';
                 -- Subordinated debt, 'BBB+';
                 -- Support, '5'.

                           AmSouth Bank

                 -- Long-term deposits, 'A';
                 -- Short-term deposits, 'F1';
                 -- Long-term debt, 'A-';
                 -- Short-term debt, 'F1';
                 -- Subordinated debt, 'BBB+';
                 -- Support, '4'.

ARMSTRONG: Liberty Wants Hearing on Pre-Confirmation Issues Set
Liberty Mutual Insurance Company asks Judge Newsome to order a
case management schedule and hearing schedule.  In connection with
the Armstrong Holdings Debtors' Fourth Amended Plan of
Reorganization, Liberty Mutual served a set of interrogatories and
requests for document production on the Debtors, the Legal
Representative for Future Claimants, the Official Committee of
Asbestos Claimants, and the Official Unsecured Creditors'

Anticipating objections to these discovery requests, Charlene D.
Davis, Esq., at The Bayard Firm, in Wilmington, Delaware, sent a
proposed scheduling order for pre-trial procedures by letter to
counsel for the served parties.  Ten days later, Liberty's counsel
again asked the parties' counsel for agreement on a scheduling
order.  A week later, the Debtors' counsel advised Liberty Mutual
that "the Debtors had no interest in a scheduling order."  The
other parties never responded at all.

Ms. Davis reminds Judge Newsome that the confirmation hearing is
presently scheduled for November 17, 2003, with objections to
confirmation due as early as September 22, 2003.  Judge Newsome
has stated during various hearings that he intends to go forward
with the confirmation hearing on the November date and that no
continuance of the confirmation hearing will be granted.  Given
these time constraints, Liberty Mutual suggests that the matter be
governed in an orderly way by a scheduling order.

                        Debtors Object

Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, recounts that, following the filing of the
original Plan in December 2002, Liberty Mutual "engaged in months
of public negotiations" with AWI over the content of the plan and
disclosure statement.  She reminds Judge Newsome that Liberty
Mutual filed an objection to the Disclosure Statement, which was
eventually overruled.  Every time AWI revised its Disclosure
Statement in response to an objection by Liberty Mutual, the
insurance company appeared with more modifications.  Eventually,
"AWI made wholesale revisions to its plan to accommodate concerns
raised by Liberty Mutual over proposed findings AWI was seeking in
the confirmation order . . . AWI deleted nearly all of those
findings and clarified in the approved disclosure statement that
"pursuant to the Plan, AWI does not seek to modify the right of
AWI, Reorganized AWI, the Asbestos PI Trust or Liberty Mutual to
assert claims (including counterclaims) and defenses in any
appropriate forum."

In its order approving the Debtors' disclosure statement, the
Court set deadlines by which objections to confirmation, and
responses to those objections, must be filed.  AWI has completed
its distribution of solicitation materials -- and now here comes
Liberty Mutual's discovery requests.  As expected, AWI objects to
the discovery requests because discovery is not being sought in
connection with a pending adversary proceeding or contested

Moreover, at nearly every hearing, AWI raised with the Court its
proposed schedule regarding confirmation of the plan, including
deadlines for filing objections to confirmation and responses.  On
June 2, 2003, the Court entered an order approving the Disclosure
Statement as containing adequate information.  That Order contains
a schedule for the hearing to confirm the Plan, including these
key dates:

   (i) September 22, 2003 -- deadline by which objections
       to confirmation of the Plan must be made and the
       deadline by which parties who are entitled to vote
       on the Plan must submit their ballots;

  (ii) October 24, 2003 -- deadline by which AWI, the DIP
       Lenders, the Prepetition Lenders, and the Committees,
       may serve replies to objections to confirmation of
       the Plan;

(iii) November 17, 2003 -- commencement of the Confirmation

                     The Discovery Requests

Liberty Mutual's Discovery Requests include requests for, inter
alia, "all documents written by, prepared by, sent to, examined or
reviewed by, any witness that [AWI] intends to call at the
Confirmation Hearing, or in connection with any other proceeding
before the Court, to testify as to matters pertaining or relating
to the Asbestos PI Trust, the Asbestos PI Trust Agreement, the
estimated value of Asbestos Personal Injury Claims, and the
Asbestos PI Insurance Asset."  AWI has objected to these requests
on various grounds, including that no authority exists by which
Liberty Mutual may make such discovery because the discovery is
not being sought in connection with a pending adversary proceeding
or even a contested matter.

Liberty Mutual now wants to "embark on a fishing expedition and
conduct wholesale discovery of AWI and the Committees before
filing an objection to confirmation."  AWI strenuously objects to
any attempt by Liberty Mutual to "gain treatment for itself that
is not authorized by the Court or the Federal Rules of Bankruptcy
Procedure and that other parties in interest -- some with more of
an interest in the confirmation hearing than Liberty Mutual --
also do not have."

                 Predicting What Might Happen

Notwithstanding Liberty Mutual's active participation in the
months of hearings, discussions, and revisions to the Disclosure
Statement that led up to the Court's approval of the Disclosure
Statement as containing adequate information, Liberty Mutual now
believes that it needs broad ranging discovery prior to filing any
objection to confirmation.  This includes what executory contracts
are required to be assumed under the Plan and whether AWI has the
ability, as a matter of applicable law, to assign rights under the
Liberty Mutual policies without Liberty Mutual's consent.  Neither
of these issues requires discovery, but, instead, both can be
argued as a legal matter, and AWI expects that Liberty Mutual will
brief these issues in its Plan confirmation objection; whereupon
AWI will file a response to such issues within the Court-ordered
schedule.  Other than these issues, it is by no means clear what
grounds Liberty Mutual will assert as objection to confirmation.

            There Is No Contested Matter to Shape Discovery

What the requirement of an objection or adversary proceeding as a
prerequisite to discovery does is enable the parties to frame the
issues and embark on appropriate discovery relevant to the
disputed issues between such parties.  Particularly in the context
of confirmation of a plan, many potential areas of dispute exist,
some of which may never be addressed because a party does not file
an objection to confirmation, a party votes in favor of a plan, or
a class votes to accept a plan.  Only knowing what the actual
disputes are with Liberty Mutual will enable AWI and the
Committees to determine, as to each discovery request, whether the
request is relevant or overbroad or even whether Liberty Mutual
has standing to make a particular objection to confirmation.

Of course, while Liberty Mutual has until September 22, 2003, to
file an objection to confirmation and could supplement any earlier
filed objection within the time allowed by the Disclosure
Statement Order; nothing prevents Liberty Mutual from filing an
objection to confirmation now and then engaging in discovery
relating to the objections appropriately made by Liberty Mutual.  
AWI reserves the right to argue that Liberty Mutual lacks standing
to object to those aspects of the Plan that relate to resolution
of its asbestos-related liabilities and other non-insurance
matters.  In addition, AWI believes that the Court should require
Liberty Mutual to disclose the substance of the evidence on which
it plans to rely at the Confirmation Hearing in support of its
objections before AWI is required to make disclosures of the same.  
This is because AWI anticipates that most, if not all, of its
evidence will be submitted for the purpose of responding to
Liberty Mutual's objections and evidence.

                Frame the Issues -- Then Schedule

AWI has no objection per se to the entry of a scheduling order to
supplement the schedule already approved by the Court in the
Disclosure Statement Order, but such scheduling order must require
as a first step that Liberty Mutual frame the issues in dispute by
filing an objection to confirmation and disclosing the evidence on
which it plans to rely in support of that objection, and that all
other time periods for discovery run from the time when Liberty
completes those essential first steps.

                      Hypothetical Disputes

Requiring that any discovery follow the filing of an objection
also ensures that AWI is not subject to other, potentially
conflicting and burdensome, requests by other parties seeking to
embark on their own fishing expeditions to obtain information that
may or may not be relevant to disputed confirmation issues.  AWI
and the Committees have enough real work to do prior to
confirmation without AWI's estate having to pay for the expense of
accommodating discovery requests relating to hypothetical disputes
with parties on classes under the Plan.

The hypothetical nature of potential confirmation disputes also
highlights another problem with Liberty Mutual's request.  Liberty
Mutual wants AWI to make commitments now regarding what evidence
AWI will, or will not, present in connection with confirmation.  
Although AWI has been forthcoming with Liberty Mutual in this
respect, AWI cannot tie its hands at this stage and commit to the
precise path that the Confirmation Hearing will take.

                     Timetable Adopted by the Court
                Provides Substantial Time for Discovery

At AWI's request, the Court adopted a fairly long timetable prior
to the scheduled November 17, 2003 Confirmation Hearing.  Even if
Liberty Mutual or another party waits until the September 22, 2003
deadline for objecting to confirmation to file its objection and
seek discovery in connection with such objection, that party will
still have almost 60 days before the commencement of the
confirmation hearing to complete discovery with respect to any
disputed issues.  The confirmation schedule approved by the Court
and set forth in the Disclosure Statement Order provides more than
sufficient time to address most disputes that can arise in
connection with confirmation of the Plan.

                Creditors' Committee, Asbestos Claimants'
            Committee and Futures Representative Also Object

The Discovery Requests have been propounded by Liberty Mutual on
AWI as well as the Official Committee of Unsecured Creditors, the
Official Committee of Asbestos Claimants, and Dean M. Trafelet, as
the legal representative for AWI's future asbestos personal injury
claimants.  The Committees have each reviewed AWI's Objection and
have indicated to Ms. Booth that they support the Debtors' points
and arguments. (Armstrong Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

ARVINMERITOR: Names Vice Presidents of Continuous Improvement
ArvinMeritor Inc. (NYSE: ARM) announced two vice president
appointments in its Continuous Improvement and Quality
organization.  Joseph Muscedere has been appointed vice president
of Quality for Commercial Vehicle Systems (CVS), including its
Commercial Vehicle Aftermarket (CVA) business.  Sean Wright has
been named vice president of Continuous Improvement.  Both will
report to Debra Shumar, senior vice president of Continuous
Improvement and Quality.

Muscedere has 17 years of experience with the company and has held
leadership positions in quality and operations.  He most recently
served as senior director, Quality, CVS and CVA.  Muscedere holds
a bachelor's degree in mathematics from the University of Western
Ontario.  He resides in Troy, Mich.

Wright joined the company in 1999 and most recently served as
senior director, Continuous Improvement.  Prior to joining
ArvinMeritor, he was director, Lean Process Center, for Lockheed
Martin.  He holds a bachelor's degree in industrial technology
from California State University, Long Beach. Wright resides in
West Bloomfield, Mich.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit & Senior Unsecured
Debt Ratings, Negative) is a premier $7-billion global supplier of
a broad range of integrated systems, modules and components to the
motor vehicle industry.  The company serves light vehicle,
commercial truck, trailer and specialty original equipment
manufacturers and related aftermarkets.  In addition, ArvinMeritor
is a leader in coil coating applications.  The company is
headquartered in Troy, Mich., and employs 32,000 people at more
than 150 manufacturing facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at:

AVNET INC: Fitch Assigns BB Rating to Senior Unsecured Debt
Fitch Ratings has initiated coverage of Avnet, Inc., and assigned
a 'BB' rating to the company's senior unsecured debt. The Rating
Outlook is Stable. Approximately $1.4 billion in debt securities
are outstanding.

The ratings reflect concerns regarding Avnet's strained credit
protection measures, high debt levels, lower but improved capacity
utilization levels along with the pricing pressures and demand
variability and lower growth characteristics of the technology
distribution industry. Also embedded into the ratings is reduced
liquidity from the company's decision to cancel its bank facility
due to the effects of rating triggers. Positively, Fitch
recognizes the company's stabilizing revenue stream, adequate
liquidity, and leading industry position. Profitability expansion
is possible from on-going cost cutting initiatives and the
anticipated growth for semiconductors. The stable outlook reflects
Avnet's stabilizing revenue base and cash flows in an improving
but still challenging demand environment. Avnet has flexibility
within the current rating for moderate operational and industry
shortfalls, even though minimal sequential quarterly revenue
improvement is expected.

The company's operations have been negatively affected the last
few years by the economic downturn and the cyclical declines of
the semiconductor industry and overall information technology (IT)
market. Total revenue in fiscal year 2003 ending June 27, 2003 was
$9.0 billion, versus $8.9 billion in 2002 and $12.8 billion in
2001. Revenue levels have been stable for the past eight quarters
in the $2.1-$2.3 billion range but with EBITDA margins at
historically low levels of approximately 2.5%. Fitch believes the
demand environment for IT, especially for Europe, remains
uncertain but a moderate industry recovery is expected, especially
for semiconductors.

As a result, Avnet's credit protection metrics have weakened
substantially since fiscal year 2001 driven by lower
profitability. Fitch estimates interest coverage (measured by
EBITDA/interest incurred) was slightly more than 2 times as of
June 30, 2003 which has improved moderately the last few quarters.
Positively, the company's interest coverage could improve further
in the next few quarters as a result of the company entering into
interest rate swaps which should reduce annual interest expense by
approximately $7 million starting in the December quarter. In
February 2003 Avnet completed the sale of $475 million 9.75%
senior notes due February 2008. Proceeds from the debt offering
were used to redeem approximately $380 million of senior notes due
August 2003 and October 2003. As a result, total debt has remained
consistent at the $1.45 billion level for the last few quarters,
compared to $1.6 billion at fiscal year 2002 and $2.2 billion in
2001. As of fiscal year 2003 leverage (measured by total
debt/EBITDA) was more than 7 times, an improvement from 9x in
fiscal year 2002. EBITDA has been stabilizing and should improve
moderately the next few quarters as the company begins to see the
benefits of its cost cutting initiatives. Fitch anticipates the
company may choose to implement additional cost cutting measures
as it continues to rationalize expenses. As a result, Fitch
expects leverage to improve to approximately 5x by the end of
fiscal 2004.

Fitch still believes Avnet's liquidity is adequate although
reduced and is supported by nearly $400 million in cash and
equivalents (approximately $320 million is unrestricted) as of
June 27, 2003, and a $350 million undrawn accounts receivable
securitization program. The company also recently filed a $1.5
billion universal shelf registration and cancelled its undrawn
$350 million three-year revolving credit facility due to a
potential rating trigger of a springing lien provision where the
banks would have become secured, subordinating the senior
unsecured bondholders. The company's current resources are
sufficient to meet its near-term debt obligations with $100
million due in February 2004. However, Fitch believes it is likely
that company will have to access the capital markets in the
intermediate term with debt maturities of $360 million in February
2005 and $400 million in November 2006.

This rating is based on existing public information and is
provided as a service to investors.

AVON PRODUCTS: Participating in Banc of America Conference
Avon Products, Inc. (NYSE: AVP) president and chief operating
officer, Susan J. Kropf, will participate in the Banc of America
Securities 33rd Annual Investment Conference in San Francisco
on Tuesday, September 16, 2003.   

The Banc of America conference features a unique question and
answer exchange following brief opening remarks by Ms. Kropf.

Banc of America will webcast both the presentation and the
breakout session live beginning at approximately 11:30 a.m. New
York time.  Those wishing to access the webcast can obtain
instructions for doing so from the Avon Investor website, The webcast will be archived at
that site for two weeks.

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

BEAR STEARNS: Fitch Downgrades Class K & L Note Ratings to B/CCC
Bear Stearns Commercial Mortgage Securities commercial mortgage
pass-through certificates, series 1999-WF2 are downgraded by Fitch
Ratings as follows:

     -- $10.8 million class K to 'B- 'from 'B'.
     -- $4.1 million class L to 'CCC' from 'B-'.

The following classes are affirmed by Fitch:

     -- $256.4 million class A-1 'AAA'.
     -- $525.8 million class A-2 'AAA'.
     -- Interest only class X 'AAA'.
     -- $43.2 million class B 'AA'.
     -- $43.2 million class C 'A'.
     -- $10.8 million class D 'A-'.
     -- $27.0 million class E 'BBB'.
     -- $10.8 million class F 'BBB-'.
     -- $21.6 million class G 'BB+',
     -- $16.2 million class H 'BB'
     -- $8.1 million class I 'BB-'.
     -- $9.5 million class J 'B+'.
     -- $10.8 million class K 'B'.
     -- $4.1 million class L 'B-'.

Fitch does not rate the $10.8 million class M. The ratings actions
follow Fitch's annual review of this transaction, which closed in
July 1999.

The downgrades are primarily due to the expected losses on the
specially serviced loans, which will cause a reduction in credit
enhancement levels. As of the August 2003 distribution date, the
pool's aggregate balance has been reduced by 8%, to $998.3 million
from $1.08 billion at issuance.

Wells Fargo, the master servicer, provided year-end 2002 operating
statements for 89% of the pool's outstanding balance. The YE 2002
weighted average debt service coverage ratio for the pool is 2.01
times, compared to 1.83x at issuance.

Of concern in the transaction are six loans (3.2%) in special
servicing. There are two real estate owned loans (0.81%), both
retail properties, one located in Baytown, TX, and the other
located in Houma, LA. Both loans are expected to be sold for a
loss. The largest loan (0.97%) in special servicing is a $9.7
million dollar retail center in Waterford Township, MI. The loan
is 90 days delinquent and the current occupancy at the property is
42%. The next largest loan (0.66%) in special servicing is an
industrial property located in San Jose, CA. The property is in
foreclosure with an updated appraisal indicating possible losses.
In addition to the specially serviced loans there are eleven loans
(3.9%) that Fitch views as concerns for declines in either
occupancy or DSCR.

Hypothetical stress scenarios were applied to the trust, where
specially serviced and other loans that concerned Fitch as having
the potential to become problematic were assumed to default. Under
these stress scenarios, the resulting subordination levels of
classes K and L necessitated the downgrade. Fitch will continue to
monitor this transaction, as surveillance is ongoing.

BRIDGE INFORMATION: Plan Administrator Balks at 52 Setoff Claims
Cynthia A. Fonner, Esq., at Foley & Lardner, in Chicago,
Illinois, informs the Court that some Preference Recipients filed
52 Claims against the Bridge Information Debtors.  These are some
of the biggest claims:

   Claimant                         Claim No.    Claim Amount
   --------                         ---------    ------------
   ADP                             1968, 1975        $989,355
   Avnet Computer                        1971       2,721,666
   Copenhagen Stock Exchange         926, 945       1,040,094
   Deloitte Consulting                   1129       5,821,832
   IBM Corporation                        580         572,794
   Liffe Administration & Management     1071         449,854
   Nadaq Stock Market, Inc.              1228      10,764,192
   New York Mercantile Exchange    1023, 1025       6,426,506
   New York Mercantile Exchange          1024       1,869,961
   W9/PHC Real Estate Ltd Partner         640         477,510

Pursuant to the Plan and the Confirmation Order, Ms. Fonner
argues that the 52 Claims must not be allowed, or if allowed,
must receive no distribution unless and until the time that the
Preference Recipients have satisfied their obligation in
returning the preferential transfers to the Estates.  

Accordingly, Scott Peltz, Chapter 11 Plan Administrator, asks the
Court to disallow the 52 Claims entitled to set-off until the
time that the issue of the return of preferential transfers is
settled. (Bridge Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

BRIDGEPORT HLDGS: Case Summary & 30 Largest Unsecured Creditors
Lead Debtor: Bridgeport Holdings, Inc.
             535 Connecticut Avenue
             Norwalk, Connecticut 06854

Bankruptcy Case No.: 03-12825

Debtor affiliates filing separate chapter 11 petitions:

  Entity                                                Case No.
  ------                                                --------
  WHSU, Inc. f/k/a Micro Warehouse, Inc.                03-12826
  WHSU Ohio, Inc. f/k/a Micro Warehouse , Inc. of Oh    03-12827
  WHSU Gov/Ed, Inc. f/k/a Micro Warehouse Gov/Ed, In    03-12828
  WHSU International, Inc. f/k/a Micro Warehouse Int.   03-12829

Chapter 11 Petition Date: September 10, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Brendan Linehan Shannon, Esq.
                  Matthew Barry Lunn, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302 571-6600
                  Fax: 302-571-1253


                  Kramer Levin Frankel & Naftalis LLP
                  919 Third Avenue
                  New York, NY 10022

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtors' 30 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Ingram Micro, Inc.                                 $17,932,072
1759 Weherle Drive
Williamsville, NY
Attn: Verne Pryor

Hewlett-Packard                                     $8,600,602
c/o Bank of America
6000 Feldwood Road
College Park, GA
Tel: 650-857-7434

Toshiba America Computer Sys                        $2,234,192
c/o Bank of America
91865 Collections Center Drive
Chicago, IL 60693
Attn: Jackie Dasilva
Tel: 949-583-3537

Microsoft Corporation                               $2,234,192           
PO Box 844505
Dallas, TX 95284-4505
Attn: Sylvia Upham
Tel: 775-823-5665

Bell Microproducts Inc.                             $1,477,053             
1941 Ringwood Avenue
San Jose, CA 95131
Attn: Rebecca Cruz
Tel: 334-954-6117

Epson America                                       $1,316,096   
PO Box 371029M
Pittsburgh, PA 15251
Attn: Cheryl Bivens
Tel: 562-290-5077

Fuji Photo Film                                     $1,315,864
200 Summit Lake Drive
2nd Floor
Valhalla, NY 10595-1356
Attn: Linda Cassano
Tel: 800-755-3854

Comstor                                             $1,010,491         
3 Ridgeview, Suite 200
14850 Conference Center Drive
Chantilly, VA 20151
Attn: Kimberly Kley
Tel: 703-345-5132

International Computer Graphics                       $977,364
30481 Whipple Road
Union City, CA 94587
Attn: Lynn Ochoa
Tel: 510-471-7000 x 264

PC Wholesale                                          $740,279
444 Scott Drive
Bloomindale, IL 60108

Smart Modular                                         $646,338
3343 Collections Drive
Chicago, IL 60693
Attn: Tony Bowers
Tel: 510-624-8270

Adobe Systems Inc.                                    $559,219
75 Remittance Drive
Suite 1025
Chicago, IL 60675-1025
Attn: Nora Chen
Tel: 408-536-6496

Infocus Systems Inc.                                  $559,219
277700 B.S.W. Parkway
Wilsonville, OR 97070
Attn: Bernadine Moore

Southern Electronic Corp                              $521,995
4916 N. Royal Atlanta Drive
Tucker, GA 30084

Achieve Memory                                        $508,673
PO Box 15132
Fremont, CA 94539
Attn: Chantelle Wong, Accounts Record

Digital Storage Inc.                                  $465,676
PO Box 71-3228
Columbus, OH 43271
Tel: 1-800-232-3475

Douglas Stewart Company                               $449,342
PO Box 68-9622
Milwaukee, WI 53268-9622
Attn: Pat Holl
Tel: 1-800-279-2794 x 310

American Power Conversion                             $383,136
5081 Collections Center Drive
Chicago, IL 60693-5081
Attn: Fran Wilcox
Tel: 800-788-2208 x 2537

Commodity Components                                  $346,523
International Inc.
100 Summit Street
Peabody, MA 01960

Fujitsu PC Corporation                                $342,082
PO Box 73867
Chicago, IL 60673-7867
Tel: 408-761-9385
Tel: 408-764-9385

Canon USA                                             $323,391
PO Box 33157
Newark, NJ
Attn: Ed Albanese
Tel: 732-521-7511

Brother International                                 $323,391
100 Sommerset Corporation Blvd.
Bridgewater, NJ 08807-0911
Tel: 908-252-3133

ViewSonic Corporation                                 $290,959
1000 West Temple Street
Los Angeles, CA 90012
Attn: Michael Middleton
Tel: 909-444-8719

MicronPC, LLC                                         $224,954

Belkin Components                                     $219,162

Airborne Express                                      $210,165

Pertron Electronics                                   $204,839

La Cie                                                $189,678

Syn-Conn, LLC                                         $186,974

Compucable Corporation                                $185,966

CALYPTE BIOMEDICAL: Marr Tech. Discloses 21.4% Equity Stake
Marr Technologies BV beneficially owns 12,433,333 shares of the
common stock of Calypte Biomedical Corporation.  Marr Technologies
BV is a Limited Company incorporated in The Netherlands, engaging
in the technology business and investment in the technology

MTBV purchased 12,433,333 shares of common stock of the Company
over a period beginning on July 29, 2003 and ending on August 21,
2003. MTBV spent $3,102,340 in making such purchases and funded
such purchases from its working capital. The shares of stock were
purchased for investment purposes.

MTBV has sole voting and dispositive power with respect to
12,433,333 shares, or approximately 21.4% of the 58,066,483 shares
of common stock of the Company outstanding.

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

CASELLA WASTE: Reports 2004 First Quarter Financial Results
Casella Waste Systems, Inc. (Nasdaq: CWST), a regional, non-
hazardous solid waste services company, reported financial results
for the first quarter of its 2004 fiscal year.

For the quarter ended July 31, 2003, the company reported revenues
of $113.9 million.  The company's net income per common share was
$0.22. Operating income for the quarter was $10.4 million.  The
company's earnings before interest, taxes, depreciation and
amortization (EBITDA), was $25.1 million.

The company also announced that cash provided by operating
activities for the quarter was $15.0 million, and that the company
generated negative free cash flow of a deficit of $1.5 million; as
of July 31, 2003, the company had cash on hand of $5.7 million,
and had an outstanding total debt level of $309.3 million.

The company's three-month net income reflects a gain of $2.7
million, or $0.11 per common share, from a change in accounting
principle following the company's adoption of SFAS 143.

"We are starting fiscal year 2004 very strongly," John W. Casella,
chairman and chief executive officer, said.  "We have had several
quarters to place our strategic and management focus on our core
businesses, and this has allowed us to build significant momentum.

      Disposal Capacity Additions Highlight First Quarter

"This focus and momentum has produced results, specifically in the
area of adding disposal capacity in both our eastern and western
regions," Casella said.  "The Templeton, Massachusetts landfill,
and most recently our success with the McKean County, Pennsylvania
and the Ontario County, New York landfills, are indications of how
well positioned the company is becoming to deliver long-term

"We continue to pursue several promising opportunities throughout
our markets," Casella said.  "We are leveraging our strength as an
established, proven partner to municipal governments."

                   Non-GAAP Financial Measures

In addition to disclosing financial results prepared in accordance
with Generally Accepted Accounting Principles, we also disclose
EBITDA (earnings before interest, taxes, depreciation and
amortization) and free cash flow which are non-GAAP measures.

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

For further information, visit the company's Web site at

CASUAL MALE: Plan Confirmation Hearing Scheduled for Nov. 18
As previously reported in the Troubled Company Reporter's
September 8, 2003 issue, Casual Male Corp., and its debtor-
affiliates filed with the U.S. Bankruptcy Court for the Southern
District of New York, their Joint Liquidating Chapter 11 Plan and
Disclosure Statement.

The Court has scheduled the Disclosure Statement Hearing on
October 7, 2003.  In this regard, the Court now schedules a
hearing to consider confirmation of the Plan on November 18, 2003
at 9:45 a.m.

All written objections to the confirmation of the Plan must be
received by the Court on or before 4:00 p.m. on November 10, 2003,
and copies must be served on:

       i) Attorneys for the Debtors
          Cadwalader, Wickersham & Taft LLP,
          100 Maiden Lane, New York, New York 10038
          Attention: Adam C. Rogoff, Esq.;
      ii) Attorneys for the Official Committee of Unsecured           
          Kronish, Lieb, Werner & Hellman LLP
          1114 Avenue of the Americas, New York, New York 10136,
          Attention: Lawrence C. Gottlieb, Esq.;
     iii) the Office of the United States Trustee
          33 Whitehall Street, 21st Floor
          New York, New York 10004
          Attention: Brian Masumoto, Esq.; and
      iv) Casual Male Corp., et al.
          555 Turnpike Street, Canton, Massachusetts 02021
          Attention: Michael O'Hara, Esq.

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

CONSECO FIN.: Court Confirms 6th Amended Joint Liquidation Plan
U.S. Bankruptcy Court Judge Doyle evaluated the Conseco Finance
Debtors' Plan for its adequacy and fairness, including the
arguments and representations made by James H.M. Sprayregen, Esq.,
at Kirkland & Ellis LLP, in Chicago, Illinois, made, which are:

A. Compliance with Section 1129(a)(1) of the Bankruptcy Code

   Pursuant to Sections 1122(a) and 1123(a)(1) of the Bankruptcy
   Code, the Plan designates Classes of Claims and Equity
   Interests, other than Administrative Claims and Priority Tax
   Claims.  As required by Section 1122(a), each Class of Claims
   and Equity Interests contains only Claims or Equity Interests
   that are substantially similar to the other Claims or Equity
   Interests within that Class.  The CFC Debtors presented clear
   and convincing evidence that valid business, factual and
   legal reasons exist for separately classifying the various
   Classes of Claims and Equity Interests created under the Plan
   and the Classes do not unfairly discriminate between holders
   of Claims or Equity Interests.

   Pursuant to Sections 1123(a)(2) and (3), the Plan specifies
   all Claims that are not Impaired and specifies the treatment
   of all Claims and Equity Interests that are impaired.  
   Pursuant to Section 1124(a)(4), the Plan also provides the
   same treatment of each Claim or Equity Interest within a
   particular Class.

   Pursuant to Section 1123(a)(5) of the Bankruptcy Code, the
   Plan provides adequate and proper means for the Plan's
   implementation.  The Debtors will have, as of the Effective
   Date of the Plan, sufficient Cash to make all payments
   required to be made on the Effective Date pursuant to the
   of the Plan.  Moreover, the Plan specifically provide
   adequate means for the Plan's implementation to satisfy
   Section 1123(a)(5), including, without limitation:

   (a) selling assets;

   (b) establishing the Post-Consummation Estate;

   (c) funding expenses of the Post-Consummation Estate;

   (d) appointing a Plan Administrator;

   (e) canceling notes, instruments, debentures and equity

   (f) creating, without duplication, the Claims Settlement
       Escrow Account, Professional Fee Sub-Escrow Account,
       Post-Consummation Estate Budget Sub-Escrow Account,
       Employee Benefit Sub-Escrow Account 93/94 Note Claim
       Escrow Account, Consent Agreement Reserve Account, the
       HE/HI/REC Reserve Account, the Shared Recovery Escrow
       Account and BED Escrow Account;

   (g) generally allowing for all corporate action necessary to
       effectuate the Plan;

   (h) listing the source of cash from which the Finance Company
       Debtors will make payments under the Plan; and

   (i) providing for the payment of any retiree benefits as
       defined in Section 1114(a) of the Bankruptcy Code.

   The requirements of Section 1123(a)(6) is inapplicable since
   the CFC Debtors are liquidating.  

   The Plan complies with Section 1123(a)(7) because the
   selection of the Post-Consummation Estate Advisory Board and
   the Plan Administrator has been accomplished in a fair and
   reasonable manner, consistent with public policy.  

   The Plan's provisions are appropriate and consistent with the
   applicable provisions of the Bankruptcy Code, including,
   without limitation, provisions for:

   -- distributions to claim holders,

   -- the disposition of executory contracts and unexpired

   -- the retention of, and the right to enforce, sue on, settle
      or compromise certain claims or causes of action against
      third parties, to the extend not waived or released under
      the Plan,

   -- resolution of Disputed Claims,

   -- allowance of certain claims,

   -- indemnification obligations,

   -- releases by the Debtors and Debtors-in-Possession, and

   -- releases by holders of Claims and Equity Interests.

B. Compliance with Section 1129(a)(2) of the Bankruptcy Code

   The CFC Debtors are proper debtors under Section 109 of the
   Bankruptcy Code and proper proponents of the Plan under
   Section 1121(a) of the Bankruptcy Code.  Moreover, the
   solicitation of acceptances or rejection of the Plan was:
   -- pursuant to the Solicitation Procedures Order;

   -- in compliance with all applicable laws, rules and
      regulations governing the adequacy of disclosure in
      connection with the solicitation; and

   -- solicited after disclosure to holders of Claims or
      Interests of adequate information.

   The CFC Debtors, their directors, officers, employees,
   agents, affiliates and professionals acted in "good faith"
   within the meaning of Section 1125(e) of the Bankruptcy Code.

C. Compliance with Section 1129(a)(3)

   The CFC Debtors proposed the Plan in good faith and not by
   any means forbidden by law.  The Plan was filed with the
   legitimate purpose of maximizing the value of their assets
   and the recovery to Claims holders under the circumstances
   of these cases.

D. Compliance with Section 1129(a)(4)

   All payments made or promised for services and cost in
   connection with the Plan and incident to the Chapter 11 cases,
   has been, or will be disclosed to the Court.  Any payment made
   before confirmation was reasonable and was made with
   appropriate Court authority.  All payments to be fixed after
   confirmation will be made pursuant to the Post-Consummation
   Estate Budge or the terms of the Plan and are subject to the
   Court's approval.

   The fee payable to the Plan Administrator pursuant to the
   Bridge Retention Letter are approved as reasonable under
   Section 1129(a)(4).  In addition, fees and expenses incurred
   by Professionals will be payable according to the Orders
   approving their retention.

E. Compliance with Section 1129(a)(5)

   This requirement is inappropriate in that the CFC Debtors are
   not reorganizing but are liquidating pursuant to the Plan.  
   To the extent that the Section applies to the Post-
   Consummation Estate, the CFC Debtors have disclosed that they,
   together with the Committee, have determined that Bridge
   Associates LLC and Anthony H.N. Schnelling as Bridge
   representative, will be the Plan Administrator.  The CFC
   Debtors and the Committee will identify the members of the
   Post-Consummation Estate Advisory Board prior to the Effective
   Date.  The CFC Debtors further disclosed that any CFC Debtors
   current employees who will provide services to the Post-
   Consummation Estate after the Effective Date will be retained
   as independent contractors.

F. Compliance with Section 1129(a)(6)

   After the Plan is confirmed, no governmental regulatory
   commission will have jurisdiction over the rates of the CFC
   Debtors since they are liquidating under the Plan.

G. Compliance with Section 1129(a)(7)

   The liquidating analysis in the Disclosure Statement, the
   Cremens Affidavit and all other evidence adduced at the
   Confirmation Hearing:

   -- are persuasive, credible and accurate as of the dates they
      are prepared, presented or proffered;

   -- either have not been controverted by other persuasive
      evidence or have not been challenged;

   -- are based on reasonable and sound assumptions;

   -- provide a reasonable estimate of the liquidation values of
      the CFC Debtors upon conversion to a case under Chapter 7;

   -- establish that each holder of a Claim or Equity Interest in
      an Impaired Class that has not accepted the Plan will
      receive or retain under the Plan, on account of their Claim
      or Equity Interest, property of a value, as of the Plan
      Effective Date, that is not less than the amount that it
      would have received if the CFC Debtors were liquidated
      under Chapter 7.

H. Compliance with Section 1129(a)(8)

   On a substantively consolidated basis, all voting Impaired
   Classes have voted to accept the Plan.  The Plan provides that
   Class 6 Claim Holders will not receive any distribution or
   retain any property under the Plan and are therefore deemed
   to have rejected the Plan.  Nevertheless, the Plan is
   confirmable because the Plan satisfies Section 1129(b)(1)
   with respect to Class 6.

I. Compliance with Section 1129(a)(9)

   Subject to the provisions of Sections 328, 330(a) and 331 of
   the Bankruptcy Code, each holder of an Allowed Administrative
   Claim will be paid put of the Claim Settlement Escrow Account
   the full unpaid amount in Cash:

   -- on the Effective Date or as soon as practicable,

   -- if allowed after the Effective Date, on the date the
      Administrative Claims is allowed or as soon as is
      practicable, or

   -- on other terms as may be agreed by the parties or
      otherwise upon a Court order.

J. Satisfaction of Section 1129(a)(10)

   Each Impaired Class of Claims entitled to vote -- Classes 3, 4
   and 5 -- has voted to accept the Plan and, to the best of the
   CFC Debtors' knowledge, do not contain "insiders."

K. Satisfaction of Section 1129(a)(11)

   The financial projections:

   -- are persuasive and credible,

   -- have not been controverted by other evidence or
      sufficiently challenged in any of the Plan objections, and

   -- establish that the Plan is feasible and that Plan
      confirmation is not likely to be followed by liquidation,
      or as the need for further financial reorganization of the
      CFC Debtors, except as otherwise proposed in the Plan.

   The CFC Debtors will have sufficient funds to satisfy their
   obligations under the Plan and to fund the costs and expenses
   of the Post-Consummation Estate.

L. Compliance with Section 1129(a)(12)

   The Plan provides for the payment of all fees payable under
   Section 1930 of the Judiciary Code, each quarter until the
   cases are converted, dismissed or closed, whichever occurs
   first.  The CFC Debtors and the Post-Consummation Estate have
   adequate means to pay all fees as set forth in the Post-
   Consummation Estate Budget.

M. Compliance with Section 1129(a)(13)

   The Plan provides that the CFC Debtors will timely pay any
   retiree benefits to the extent they are payable.  The retiree
   benefits include those that arise from the plans, funds or
   programs described in the Plan Supplement, and the payment to
   the retiree benefits will be made out of the Claim Settlement
   Escrow Account.

N. Compliance with Section 1129(b)

   On a consolidated basis, all voting Impaired Classes voted to
   accept the Plan.  On a Debtor-by-Debtor basis, all Classes of
   Impaired Claims voted to accept the Plan other than Class 6,
   which is presumptively deemed to have rejected the Plan.
   Pursuant to Section 1129(b)(1), the Plan may be confirmed even
   if not all Impaired Classes voted to accept the Plan.  All of
   the requirements of Section 1129(a) other than Section
   1129(a)(8) with respect to the Impaired Classes have been
   met.  With respect to Class 6, no holder of Claims junior to
   the Class 6 Claims will receive or retain any property under
   the Plan on account of their junior Claims.  Moreover, no
   Class of Claim or Equity Interests senior to any Classes is
   receiving more than full payment on account of the Claims.  
   Thus, Section 1129(b) is satisfied on a consolidated basis.

   Section 1129(b) is also satisfied on a de-consolidated basis,
   in particular because:

   (a) all voting Impaired Classes voted to accept the Plan;

   (b) Class 6, a non-voting Impaired Class, is deemed to have
       rejected the Plan under Section 1126(g) as no
       distributions will be made thereto; and

   (c) CIHC, as the sole shareholder in Class 6, agreed to its
       treatment under the Plan.

   There are no claims or interest junior to Class 6 and no
   distributions will be made to any claim or interest junior to
   the Class 6 Claims.  Accordingly, the Plan is fair and
   equitable, and does not unfairly discriminate.

Moreover, Judge Doyle notes that:

   (a) all Plan confirmation objections have been withdrawn,
       settled or have been overruled on their merits pursuant
       to other Court orders;

   (b) the CFC Debtors have exercised reasonable business
       judgment in determining whether to assume or reject the
       contracts and leases as the Plan provides.  The Debtors
       have cured, or have provided reasonable assurances to
       cure defaults, if any;

   (c) the Plan is not the avoidance of taxes or the avoidance
       of application of Section 5 of the Securities Act of 1933;

   (d) the satisfaction and releases of Claims and Causes of
       Action constitute good faith compromises and settlements
       of the matters covered;

   (e) all settlements and compromises of Claims and Causes of
       Action between and among the CFC Debtors, Lehman, the
       Securitization Trustee, the 93/94 Note Holders and the
       Committee that are embodied in the Plan are fair,
       equitable and in the best interest of the CFC Debtors and
       their estates and creditors;

   (f) each of the conditions precedent to the entry of a
       Confirmation Order has been satisfied or waived in
       accordance with the Plan; and

   (g) each of the conditions precedent to the Effective Date
       is reasonably likely to be satisfied.

Accordingly, Judge Doyle confirms the CFC Debtors' Sixth Amended
Plan of Liquidation.

                         *     *     *

On September 9, 2003, the CFC Debtors delivered to the Court
their Sixth Amended Joint Plan of Liquidation to reflect minor
changes, including:

A. Dismissal of Certain Actions

   On the Effective Date or as soon as practicable:

   -- the Committee will dismiss, with prejudice, the Lehman
      Adversary Proceeding;

   -- Lehman will dismiss, with prejudice, the Lehman Appeal; and

   -- the Mill Creek Standing Motion will be deemed denied with

B. Claim Objection Deadline

   The Plan Administrator will have one year from the Effective
   Date to file objection to Claims filed against the Estates.

C. Transfer of Assets

   The Finance Company Debtors and the Plan Administrator will
   establish the Post Consummation Estate on behalf of the
   Beneficiaries pursuant to the Post-Consummation Estate
   Agreement to be treated as the grantors and deemed owners of
   the Post-Consummation Estate Assets and the Finance Company
   Debtors will transfer, assign and deliver to the Post-
   Consummation Estate, on behalf of the Beneficiaries, all of
   their right, title and interest in the Post-Consummation
   Estate Assets, including claims and causes of action of the
   Finance Company Debtors other than any claims and causes of
   action waived, exculpated or released, notwithstanding any
   prohibition of assignability under applicable non-bankruptcy
   law.  The Post-Consummation Estate will agree to accept and
   hold the Post-Consummation Estate Assets in the Post-
   Consummation Estate for the benefit of the Beneficiaries,
   subject to the terms of the Post-Consummation Estate

Bridge Associates LLC will be tasked to provide wind down and
dissolution services and make Anthony H.N. Schnelling available
as Plan Administrator to implement the provisions of the Plan.
(Conseco Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    

CONSECO INC: Successfully Emerges from Chapter 11 Proceedings
Conseco, Inc. announced that its sixth amended joint plan of
reorganization under Chapter 11, which was confirmed by the U.S.
Bankruptcy Court Tuesday, has become effective.

William J. Shea, Conseco's president and CEO, said, "We are very
pleased to announce that Conseco has emerged from bankruptcy court
protection as a financially stable company now totally focused on
the insurance business."

                      New Capital Structure

Under the terms of the plan, the company has emerged as a Delaware
corporation with a new capital structure consisting of: (1) a $1.3
billion secured bank facility; (2) new convertible preferred stock
with an aggregate liquidation preference of approximately $860
million; (3) new warrants to purchase 6 million shares of common
stock at an exercise price of $27.60 per share; and (4)
approximately 100 million shares of new common stock. The company
expects to issue these securities shortly, pursuant to the terms
of the plan.

The new common stock has been approved for listing on the New York
Stock Exchange under the symbol "CNO," and the new warrants have
been approved for listing on the NYSE under the symbol "CNO WS."
"Regular way" trading of the new common stock and new warrants is
expected to commence in the near future. The common stock is
currently trading on a "when issued" basis in the over-the-counter
market under the symbol "CNSJV." The company's former common stock
(OTCBB:CNCEQ) has been cancelled.

The new convertible preferred stock will be distributed to the
prepetition lenders, the new warrants will be distributed to the
holders of the Trust Preferred Securities commonly known as
"TOPrS," and the new common stock will be distributed to the
holders of the following prepetition claims: (1) bonds, which were
separately classified as the Exchange Note Claims (those who had
exchanged their bonds in 2002) and the Original Note Claims (those
who had not); (2) general unsecured claims against Conseco, Inc.;
(3) general unsecured claims against CIHC, Incorporated (CIHC);
and (4) TOPrS. The initial distribution of approximately 98
million shares of new common stock is expected to be made as

-- Exchange Note Claims will receive approximately 60.6 million
   shares, which corresponds to a projected recovery of
   approximately 72%.

-- Original Note Claims will receive approximately 32.3 million
   shares, which corresponds to a projected recovery of
   approximately 42%.

-- Conseco General Unsecured Claims will receive approximately 1
   million shares, which corresponds to a projected recovery of
   approximately 22%.

-- CIHC General Unsecured Claims will receive approximately 1.9
   million shares, which corresponds to a projected recovery of
   approximately 100%.

-- TOPrS will receive 1.5 million shares, which corresponds to a
   projected recovery of approximately 1.27% (excluding the new
   Conseco warrants and other collection rights).

In each case, the projected recoveries are based on an estimated
value of the common stock of $16.40 per share for purposes of the
plan. The initial distributions are expected to represent
approximately 98% of all new common stock to be distributed under
the plan. The company may make additional distributions to holders
of prepetition bonds and/or general unsecured claims on account of
disputed claims. Under the plan, there will be only one
distribution of new common stock to holders of the TOPrS.

               New Board of Directors Takes Office

"As part of the reorganization," Shea said, "we have selected a
new board of directors. I have been joined on the Board by six new
independent directors selected by the official creditors committee
through a formal selection process:"

-- R. Glenn Hilliard (60) (the non-executive chairman of the
   board) is the retired former chairman and chief executive
   officer of ING Americas. As CEO of ING Americas, he was
   responsible for insurance, funds and retail banking operations
   in North and South America. He also served as chairman of the
   ING America Insurance Holdings Board.

-- Philip Roberts (61) is a consultant for investment management
   firms, advising on mergers, acquisitions and product
   development, having retired as chief investment officer of the
   trust business at Mellon Financial Corporation.

-- Neal Schneider (58) is managing partner of the New York office
   of Smart and Associates LLP, a business advisory and accounting

-- Mike Shannon (45) is the co-founder and current president and
   chief executive officer of KSL Resorts, a firm that owns and
   operates resort hotels and golf courses throughout the United

-- Michael Tokarz (53) is a founding member and current CEO of
   Tokarz Cadigan Partners LLC, a private investment firm focused
   on middle-market companies.

-- John Turner (62) is chairman of Hillcrest Capital Partners, a
   private equity firm, and is the retired vice chairman and
   member of the executive committee for ING Americas.

(Visit http://www.conseco.comfor more detailed biographical  
information on the members of Conseco's new board.)

R. Glenn Hilliard, Conseco's new non-executive chairman, said:
"Our near-term goal is to build the capital in the insurance
companies in order to put Conseco on a track toward steady growth.
Longer-term, our goal is to build a company that delivers
meaningful value to our customers, our shareholders, our
distribution partners and our associates. I'm convinced that this
management team and board will make that happen."

           "Fresh Start" Accounting to be Implemented

Conseco will adopt "fresh-start" reporting as of its emergence
from Chapter 11, in accordance with accounting rules. These rules
require Conseco to revalue its assets and liabilities to current
estimated fair value, re-establish shareholders' equity at the
reorganization value determined in connection with the plan, and
record any portion of the reorganization value which cannot be
attributed to specific tangible or identified intangible assets as
goodwill. The adoption of fresh start accounting will have a
material effect on Conseco's financial statements. As a result,
the company's financial statements published for periods following
Sept. 9, 2003, will not be comparable with those prepared before
that date.

The Sixth Amended Joint Plan of Reorganization is available at  

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, cancer, heart/stroke and accident policies protect
people against major unplanned expenses; annuities and life
insurance products help people plan for their financial future.

CONSECO INC: Court Sets Deemed Amounts for Class 8A Claims
Under Conseco's Plan, the Reorganizing Debtors are required to
reserve shares of New CNC Common Stock as the New CNC Common
Stock Holdback.  

Anne Marrs Huber, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, notes that 40 Claims do not list a value or amount and,
instead, are listed as unknown or undetermined -- the
Unliquidated Claims.  Moreover, the Debtors rejected nine
executory contracts for which the date to file claims against the
Reorganizing Debtors has not yet passed -- the Potential Contract
Damages -- and for which the non-debtor contract parties have not
yet filed Claims.
Accordingly, Conseco asks the Court to set the Deemed Amounts

A. the 40 Unliquidated Claims in Class 8A to $0, except for
   these Unliquidated Claims:

   Claimant                          Claim No.     Amount
   --------                          ---------     ------
   Amended Hilbert Residence Trust   49672-006378  to be decided
   Ngaire E. Cunco                   49672-006685  $5,000,000
   Wells Fargo Finance Bank          49672-006929      10,000

B. for the nine Potential Contract Damages in Class 8A:

   Claimant                                           Amount
   --------                                           ------
   The Bar Plan Mutual Insurance Company                  $0

   American Contractors Indemnity Corporation              0

   ACE Bond Services, TL33B Surety Office                  0

   International Fidelity Insurance Company                0

   CNA Surety/Western Surety                       5,000,000

   The Aetna Casualty and Surety Company              10,000

   Gary Wendt                                      1,000,000

   Participants under Agency Deferred          To be decided
   Compensation Program

   Participants in Producer Stock Award and    To be decided
   Option Plan

Ms. Huber clarifies that the proposed Deemed Amounts do not
constitute an admission or acknowledgment as to any liability or
damages for the Unliquidated Claims or the Potential Contract
Damages.  To the contrary, the Debtors believe that the proposed
Deemed Amounts cover the maximum amount these Claimholders could

Moreover, the Debtors propose a zero Deemed Amount to Gary
Wendt's Claims -- Claim Nos. 49672-007823 and 49674-000245 --
because they believe that Mr. Wendt's Claims do not require any
reserve to be established under the Plan.


In two separate Court-approved Stipulations, the issue on the
deemed claim amounts is resolved between the Debtors and these

   (a) Ngaire E. Cuneo, Richard R. Cuneo, Lauren E. Cuneo
       Irrevocable Trust, Matthew R. Cuneo Irrevocable Trust
       and Michael D. Cuneo Irrevocable Trust; and

   (b) the Amended Hilbert Residence Trust, the Stephen &
       Tomisue Hilbert Irrevocable Trust and the Dick Family
       Irrevocable Trust.

The Parties agree that:

   (1) For purposes of reserving New CNC Common Stock under the
       Plan, the Reorganizing Debtors will set the Deemed
       amounts for these Claims:

       Claimant                    Claim No.     Deemed Amount
       --------                    ---------     -------------
       Ngaire E. Cuneo             49672-006685   $7,500,000

       Richard R. Cuneo            49672-006842            0

       Lauren Cuneo                49672-006843            0
       Irrevocable Trust

       Mattheo R. Cuneo            49672-006844            0
       Irrevocable Trust

       Michael D. Cuneo            49672-006845            0
       Irrevocable Trust

       Amended Hibert              49672-006377    7,269,141
       Residence Trust

       Stephen & Tomisue           49672-006378    3,040,846
       Hilbert Irrevocable Trust   

       Dick Family Irrevocable     49672-006379    3,771,569

   (b) The Deemed Amounts may be reduced as the Claims are
       resolved; and

   (c) Nothing in the Stipulation will constitute an admission
       of liability or constitute a determination on the merits
       arising from or related to the Claims, the Objections or
       the Responses; or prejudice the Claimants from asserting
       amounts in excess of the Deemed Amounts.

                          *     *     *

Judge Doyle rules that:

A. eight Claims will have these Class 8A Deemed Amounts, which
   will be used to calculate the New CNC Common Stock Holdback:

   Claimant                          Claim No.          Amount
   --------                          ---------          ------
   The Bar Plan Mutual Insurance     not applicable         $0
   American Contractors Indemnity    not applicable          0
   ACE Bond Services                 not applicable          0
   International Fidelity Insurance  not applicable          0
   CAN Surety/Western Surety         not applicable  5,000,000
   The Aetna Casualty and Surety     not applicable     10,000
   Minn. Dept. of Commerce           49672-008514            0
   Everett C. Mosley                 49672-008564            0

B. the hearing for these Claims are continued to the next
   omnibus hearing:

   Claimant                          Claim No.          Amount
   --------                          ---------          ------
   U.S. Bank National Association    49672-006859           $0

   Wells Fargo Financial Bank        49372-006929       10,000

   Wells Fargo Financial Leasing     49372-006928            0

   Gary C. Wendt                     49672-007823            0
                                     49672-000245            0
                                     not applicable  1,000,000

   Wilmington Trust Company          49372-006935            0

C. 23 Unliquidated Claims with $0 proposed Deemed Amounts are
   withdrawn because they have been disallowed by previous Court

The Debtors withdraw from the list the proposed Deemed Amounts
for the Potential Contract Damages of the Participants under the
Agency Deferred Compensation Program and the Participants in
Producer Stock Award and Option Plan. (Conseco Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

DANA CORP: Opens New Fuel Cell Support Centers in UK and Japan
Dana Corporation (NYSE: DCN) is expanding its global engineering
network by opening new Fuel Cell Support Centers in Rugby,
England, and Toyohashi, Japan.  These new centers reinforce Dana's
commitment to invest in engineering talent to support the
development of fuel cell technologies for use in offices, homes,
and vehicles of the future.

The two new support centers complement facilities in Neu-Ulm,
Germany; Paris, Tenn. (U.S.A.); and Oakville, Ontario, Canada.  
Combined, the five centers -- each with a unique area of technical
emphasis -- will serve as a network of specialist centers to
support engineering research and high-volume production methods.  
Through this global network of fuel-cell technology centers, Dana
is actively developing high-quality, cost-effective OEM components
for the fuel-cell industry.

At the Rugby center, the team is engaged in developing derivations
of Dana's Intelligent Cooling(TM) pumps to make them suitable for
fuel-cell applications.

The new center in Japan is located in the existing Dana Asian
Technical Center. The center will focus on new business and
applications support for the Asian markets.  Personnel experienced
with fuel-cell knowledge are joining existing staff currently
working at the technical center.

Both new centers have extensive engineering, testing, designing,
prototyping, and customer service capabilities.  In addition, they
are closely integrated into the Dana network, enabling the Fuel
Cell Support Center teams to call on the expertise available from
Dana's worldwide technical resources.

"In creating this network of Fuel Cell Support Centers, we are
able to develop intellectual property around our core products,"
said Joe Magliochetti, Dana chairman and CEO.  "By drawing on our
global expertise and technology resources, we are helping the
fuel-cell industry emerge as a mainstream technology."

"In addition to providing specialized fuel-cell technology
expertise, our automotive bloodlines enable us to bring the
knowledge of high-volume manufacturing and quality systems to the
fuel cell industry," added Mike Laisure, president, Engine and
Fluid Management Group. "This knowledge is essential to help fuel
cell developers move from the development stage to low-volume
manufacturing and eventually to a high-volume market."

Dana -- whose $250 million debt issue is rated by Standard &
Poor's at 'BB' -- is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs more than 60,000
people worldwide.  Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer
service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.

DANA CORP: Will Construct New Manufacturing Plant in Czech Rep.
Dana Corporation (NYSE: DCN) will construct a new manufacturing
facility in Kadan, Czech Republic.  Construction of the facility
is expected to begin in 2004.

"The opening of this facility further strengthens Dana's ability
to respond quickly and effectively to marketplace demands," said
company Chairman and CEO Joe Magliochetti.  "The move demonstrates
our commitment to the Eastern European market and expands our
ability to provide innovative products to our global customers."

The new 52,000 sq. ft. (4,800 sq. m.) facility will manufacture
automotive heat exchangers and will employ approximately 200

The plant will supply automotive Tier I and original equipment
manufacturers mainly in Germany and Eastern Europe.  The town of
Kadan is near the German border, approximately 60 miles (100
kilometers) northwest of Prague.

"We continue to grow our business in Europe," said Mike Laisure,
president of Dana's Engine and Fluid Management Group.  "We
selected the Czech Republic because of its accessibility to
qualified, skilled labor and its proximity to current and
potential customers."

Dana has been working with CzechInvest, part of the Czech
Republic's Ministry of Industry and Trade, for site selection and
development, in addition to local supplier development, financing,
logistics, and employee recruitment.

Dana -- whose $250 million debt issue is rated by Standard &
Poor's at 'BB' -- is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs more than 60,000
people worldwide.  Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer
service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.

DIAMOND ENTERTAINMENT: Hires Pohl McNabola as New Accountants
On September 2, 2003 the Board of Directors of Diamond
Entertainment Corporation approved the engagement of Pohl,
McNabola, Berg & Company LLP to serve as the Company's independent
public accountants and to be the principal accountants to conduct
the audit of the Company's financial statements for the fiscal
year ending March 31, 2003, and to re-audit the financial
statements of the Company for the year ended March 31, 2002.

On August 26, 2003, the Company reported the resignation of its
previous principal independent accountant, Stonefield Josephson,

The company distributes budget videos and DVDs (priced $1.99-
$12.99), including collections starring Abbott and Costello, Ozzie
and Harriet, and Martin and Lewis. Its some 750 video titles --
most in the public domain -- include motion pictures, television
episodes, sports, software tutorials, cartoons, and educational
programs. Diamond Entertainment also sells childrens' toys through
Jewel Products International. Its CineChrome division sells
greeting cards. The company sells through mass merchandisers,
consignment arrangements with a mail order catalog and retail
chain, and through its Web site. CEO James Lu owns about 7% of the

Diamond Entertainment's December 31, 2002, balance sheet shows a
working capital deficit of over $1 million, and a total
shareholders' equity deficit of about $509,000.

DIGITAL WORLD: Searching for Chartered Accountant Replacement
Digital World Cup Inc.'s Chartered Accountant, who was previously
engaged as the Company's principal accountant, submitted a letter
of resignation on July 7, 2003.  According to the Company, the
resignation was not because of any problems related to generally
accepted accounting principals or any audit of the Company.

The principal accountant's report on the financial statements for
the past two years contained no adverse opinion or a disclaimer of
opinion, however for both years it was qualified as to uncertainty
concerning Digital World Cup's ability to continue as a going

The decision to change accountants was not recommended or approved
by the Board of Directors.  The Company does not have an auditing

Digital World Cup not yet engaged a new chartered accountant but
is actively seeking one.

DOW CORNING: Launches New Global Photonic Solutions Business
Dow Corning Corp., has launched a new global Photonic Solutions
business.  This Photonics business takes the advantages of
silicon-based materials into the optical domain for next
generation high-performance, cost-effective optical applications
across multiple market sectors.

Dow Corning is building on its 60 years of leadership in silicon-
based materials to establish the new global Photonic Solutions
business.  The unique properties of silicon-based technology,
combined with Dow Corning's extensive experience in the production
and packaging of high purity performance materials make it well
suited for Photonics applications.  In addition, Dow Corning's
capabilities in supply chain management solutions are positioned
to serve customers around the world.

Photonics is the technology of generating, guiding and harnessing
light for a range of applications extending from communications to
information processing.  "We are building on a long history of
successful silicon-based material applications in Electronic
devices, which have proven reliable over a wide range of thermal
and environmental conditions.  These properties combined with
their excellent optical characteristics of stability under high
flux and processing flexibility enable high-performance and cost-
effective solutions for a broad range of optical applications,"
says Babette Pettersen, Director of the Dow Corning Global
Photonics Program.  "Photonics is an exciting, high-potential,
fast-growth field."

Dow Corning's Photonic Solutions offering includes advanced
silicon-based materials, device technologies and services.  "Dow
Corning Photonics is working on device technologies, both
independently and through partnerships, to provide not only the
enabling materials, but also the device integration, supply
chains, and services to help customers adopt innovative optical
technologies," adds Pettersen.

Dow Corning silicon-based materials have unique properties that
make them well suited for use in optical waveguides and optical
data storage solutions, including holography, optical fiber
coatings, and high brightness LED packaging.

Dow Corning's Photonic Solutions provide customers with
flexibility and choice.  Many of the required optical and
mechanical properties can be customized through controlled
synthesis to provide cost-effective material and processing
options.  "We can offer material solutions ranging from fluids and
stress-relieving gels for encapsulation to rigid resins for  
lenses, and can tailor these over a wide range of refractive
indices.  We combine material properties with processing and
design expertise to provide an array of choices for customers,"
adds Pettersen.

As with all Dow Corning businesses, Photonics uses the Responsible
Care(R) program as the framework to manage environment, health and
safety.  Dow Corning has achieved its goal of successfully
implementing the Responsible Care codes on environment, health and
safety practices.  The milestone, reached one year ahead of
schedule, is the implementation of the six Responsible Care codes,
a voluntary initiative of the worldwide chemical industry that
promotes continuous improvement in safety and protection of
health and the environment.

Dow Corning -- provides performance-
enhancing solutions to serve the diverse needs of more than 25,000
customers worldwide.  A global leader in silicon-based technology
and innovation, offering more than 7,000 products and services,
Dow Corning is equally owned by The Dow Chemical Company and
Corning, Incorporated.  More than half of Dow Corning's annual
sales are outside the United States.

For more information about Dow Corning Photonic Solutions, visit

ENRON CORP: Proposes Uniform Procedures for Avoidance Actions
Enron Corporation and its debtor-affiliates and their counsel have
been working to determine whether any payments that the Debtors
made to third parties within the 90-day period prior to the
Petition Date constitute preferential or fraudulent transfers that
the Debtors may avoid and recover pursuant to Sections 544, 547,
548 and 550 of the Bankruptcy Code.  The Debtors estimate that
there are over 1,000 entities that received millions of dollars of
transfers during the applicable preference periods in the Debtors'

Accordingly, the Debtors ask the Court to approve the proposed
procedures that will:

   -- streamline the adversary proceedings they will commence;

   -- eliminate the requirements of a scheduling conference
      pursuant to Rule 7026(f) of the Federal Rules of
      Bankruptcy Procedure;

   -- eliminate the requirement of initial pre-trial
      conferences pursuant to Bankruptcy Rule 7016;

   -- establish procedures for the filing of motions; and

   -- permit the Debtors to settle the Avoidance Actions
      without noticing all creditors or brining all proposed
      settlements before the Court for approval pursuant to
      Bankruptcy Rule 9019.

Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
informs the Court that the Debtors wish to settle Preference
Action on these terms:

   (a) Where the amount demanded is greater than $1,000,000,
       the Debtors will consult the Creditors' Committee
       regarding the settlement and ask the Court to approve
       the settlement pursuant to Bankruptcy Rule 9019;

   (b) Where the amount demanded is between $200,000 and
       $1,000,000, service of a Notice of any proposed
       settlement by regular, first-class mail upon counsel for
       the Creditors' Committee; the Office of the United States
       Trustee; the parties listed on the Amended Case Management
       Service List; and the defendant in that particular
       Avoidance Action will be sufficient.

       If no written objection is received within 10 business
       days after the date of service of the Notice, the Debtors
       will be authorized to consummate the proposed settlement
       without a further Court Order or consent of any other

   (c) Where the amount demanded is $200,000 or less, the
       Debtors will be authorized to consummate the proposed
       settlement without further Court Order and without giving
       notice to, or receiving consent from, any other party;

   (d) Beginning on the 30th day after the first settlement is
       consummated or approved, if necessary, the Debtors will
       submit to the Court, the Committee and the Office of the
       United States Trustee a monthly status report setting
       forth the Avoidance Actions that have settled and the
       amount of each settlement.

Mr. Berger notes that the proposed settlement procedures will not
preclude the Court from keeping close control over the Avoidance
Actions as the Debtors will provide a monthly report of all
recoveries.  Except to the extent required to pay the DIP
Obligations, the Debtors will retain all proceeds in connection
with the Avoidance Actions and neither be disbursed nor used
until the earlier to occur of an agreement with the Creditors'
Committee with respect to the release of the proceeds and further
Court Order.

Mr. Berger points out that given the volume of the Avoidance
Actions that are likely to be filed, the proposed procedures are
imperative.  Absent the limitation, the Court's docket will be
clogged with those matters and additional time will be taken up
with reviewing and signing individual scheduling orders in
potentially hundreds of adversary proceedings.  In addition, the
Streamlined Procedures will minimize the administrative costs to
the estates, including, among other things, the cost and expense
of having counsel travel to Court for countless conferences and
serving all of the Debtors' creditors with what could amount to
hundreds or thousands of motions for the approval of settlements.

By limiting unbridled motion practices, Mr. Berger states, the
Streamlined Procedures will result in more orderly and efficient
litigation and discourage dilatory tactics on the part of the
defendants.  Moreover, the proposed procedures may be modified to
accommodate individual deviations for good cause shown where
circumstances warrant.  Thus, Mr. Berger argues, the request will
not prejudice the rights of any defendant in a Preference Action.

The Debtors hope that the Streamlined Procedures will promote
settlements since they may obviate the need for defendants to
retain outside counsel during the settlement process.  "Often,
not having to expend substantial resources for outside counsel is
a major consideration in a party's willingness to settle
quickly," Mr. Berger says. (Enron Bankruptcy News, Issue No. 78;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

FEDERAL-MOGUL: Court Approves Avoidance Action Stipulation
At the Federal-Mogul Debtors' request, the Court approved their
stipulation with the Official Committee of Unsecured Creditors
regarding each party's rights and responsibilities in connection
with the investigation and prosecution of avoidance actions.

Under Section 1103(c)(2) of the Bankruptcy Code, the Unsecured
Creditors' Committee may investigate whether, and to whom,
preferences and fraudulent transfers were made, and the propriety
of commencing Avoidance Actions to recover the transfers under
Sections 544, 545, 547, 548 and 553 of the Bankruptcy Code.  To
determine whether the commencement of Avoidance Actions would
benefit the Debtors' estates and their creditors, the parties
have been jointly investigating certain transfers that may be
subject to Avoidance Actions.  Pursuant to Section 546(a)(1)(a)
of the Bankruptcy Code, the Debtors must commence Avoidance
Actions against recipients of the Transfers by October 1, 2003.

The stipulation functions as a guide in the further investigation
and circumstances under which the Committee will be authorized to
prosecute the Avoidance Actions.  In particular, the terms of the
stipulation include:

   (a) Information Requests

       The Debtors will continue to provide the Unsecured
       Creditors' Committee information and material related to
       the Transfers.  The Debtors will also provide the
       Unsecured Creditors' Committee with updated and
       supplemented information as such information becomes
       available.  In addition, the Debtors will make their
       employees and counsel reasonably available to consult with
       the Unsecured Creditors' Committee.

   (b) Tolling Agreements Among the Debtors

       The Debtors are authorized to enter into tolling
       agreements among themselves.

   (c) Tolling Agreements With Former Executives

       The Debtors will seek to enter into tolling agreements
       with former executives identified by the parties.  If
       either or all of the Former Executives do not enter into
       such tolling agreements and the Debtors do not commit to
       prosecute any and all Avoidance Actions against the Former
       Executives, the Unsecured Creditors' Committee will file a
       request for authority to commence any and all such
       Avoidance Actions against the Former Executives on behalf
       of the Debtors and their estates.

   (d) Designated Transferees

       The Debtors will furnish the Unsecured Creditors'
       Committee with a list of all Transferees who no longer do
       business with them and whom they do not intend to
       continue business with.  The Debtors will continue to
       supplement the list of Designated Transferees as
       information may become available.  However, the list of
       Designated Transferees will not include Transfers made on
       account of asbestos claims.

   (e) Avoidance Actions Against Designated Transferees

       If the Debtors do not enter into tolling agreements or
       commit to bring any and all Avoidance Actions against the
       Designated Transferees, the Unsecured Creditors' Committee
       will have the right, on behalf of the Debtors and their
       estates, to make demands, enter into tolling agreements
       and to commence and prosecute Avoidance Actions against
       the Designated Transferees.

   (f) Avoidance Actions Against the CCR

       The Unsecured Creditors' Committee will have the right to
       enter into tolling agreements and prosecute any and all
       Avoidance Actions against the Center for Claims Resolution
       on behalf of the Debtors and their estates.

   (g) Shared Authority

       The Unsecured Creditors' Committee's standing and
       authority to prosecute the Avoidance Actions pursuant to
       the Agreement will be deemed non-exclusive and shared with
       the Debtors.  If either party commences or prosecutes
       Avoidance Actions, a party will share information relating
       to the Avoidance Actions upon reasonable request by the
       other party, the Official Committee of Asbestos Claimants,
       the Legal Representative for Future Asbestos Claimants,
       the Official Committee of Equity Security Holders or
       JPMorgan Chase Bank, as Administrative Agent for the
       holders of the Bank Claims.  If the Debtors and Unsecured
       Creditors' Committee both undertake to prosecute Avoidance
       Actions, both parties should cooperate to avoid
       duplication of time and costs.

   (h) Payment of Filing Fees and Costs

       The Debtors will pay all filing fees and other court costs
       incurred in connection with the prosecution of the
       Avoidance Actions.

   (i) Segregation of Funds

       The Unsecured Creditors' Committee will be required to
       segregate all funds received pursuant to the Avoidance
       Actions and maintain the funds in separate accounts.  The
       Unsecured Creditors' Committee will also periodically
       report to the Debtors and the Principal Creditor
       Constituencies the amount and status of cash received on
       the Debtors' behalf in connection with the Avoidance
       Actions.  The Debtors and the Principal Creditor
       Constituencies will have the right to inspect books and

   (j) Additional Investigation

       The Debtors and the Unsecured Creditors' Committee are
       currently investigating Transfers made to parties other
       than the Designated Transferees and the Former Executives.  
       The Debtors and Committee reserve all rights concerning
       any and all Avoidance Actions with respect to other
       parties.  The Additional Transfers include the Transfers
       made on account of asbestos claims. (Federal-Mogul
       Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)

FLOW INTERNATIONAL: July 31 Balance Sheet Upside-Down by $1.3MM
Flow International Corporation (Nasdaq: FLOW), the world's leading
developer and manufacturer of ultrahigh-pressure waterjet
technology equipment used for cutting, cleaning (surface
preparation) and food safety applications, reported results for
its fiscal 2004 first quarter ended July 31, 2003.

On a consolidated basis, FLOW reported fiscal first quarter
revenues of $37.2 million and a net loss of $7.2 million. This
compares to revenues of $40.0 million and a net loss of $4.0
million in the first fiscal quarter of 2003. The Flow Waterjet
Systems segment reported revenues of $33.5 million and a net loss
of $2.3 million or $0.15 diluted loss per share. The Avure
Technologies segment recorded revenues of $3.7 million and a net
loss of $4.9 million or $0.32 diluted loss per share.

At July 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.3 million.

"We continue to move in the right direction and make solid
progress towards achieving our stated goals," said Stephen R.
Light, Flow's President and Chief Executive Officer. "During the
quarter, we concluded negotiations with our senior and
subordinated lenders, entering into a new senior credit facility
and amending our subordinated note agreement, which provides us
the liquidity to continue our restructuring initiatives and
rebuild this company based on its core strengths and return it to
profitability. We passed some important milestones during the
quarter by producing an operating profit in our Waterjet Systems
business of $1 million, exclusive of $1.3 million in restructuring
charges, and generating a consolidated $3.3 million in cash from

                         Credit Agreements

On July 28, 2003, FLOW entered into a new credit agreement with
its senior lenders, effective April 30, 2003 and expiring
August 1, 2004. Also effective April 30, 2003, FLOW amended its
subordinated note agreement covenants to match those in new credit
agreement with its senior lenders. The subordinated lender has
also agreed to capitalize the semi-annual interest remittances due
from April 30, 2003 through April 30, 2004, totaling $6.9 million,
as a component of the principal balance outstanding. As of
July 31, 2003, FLOW was in compliance with all covenants under the
new credit agreement and amended subordinated note agreement.
Prior to signing these agreements, FLOW was in default of
covenants under both agreements.

                         Segment Review

Waterjet Systems: For the quarter, Waterjet Systems reported
revenues of $33.5 million and a net loss of $2.3 million or $0.15
diluted loss per share. Gross margins for Waterjet Systems
increased from 29% of revenues in the year-ago quarter to 38% in
the first fiscal quarter of 2004. The increase in margins is a
result of improved overhead absorption, changes in revenue mix and
stronger automotive and aerospace sales. Within the Waterjet
Systems segment:

-- Systems revenues increased 9% during the quarter to $20.9
   million, based on improving economic conditions in the U.S. and
   in Europe.

-- Consumables and spare parts revenues increased 7% to $12.5
   million, resulting from increased machine utilization by
   Waterjet Systems' customers in Asia and associated higher parts
   consumption, as well as the recent introduction of proprietary
   productivity enhancing kits.

-- Domestic shapecutting revenues increased 11% over the prior-
   year period, driven by stronger new system sales. FLOW's
   shapecutting business continues to outperform the domestic
   machine cutting tool market, which declined 11% during the same
   quarterly period (according to the Association for
   Manufacturing Technology), demonstrating the value customers
   place on the flexibility and increased machine performance of
   waterjets versus other technologies.

-- Domestic revenues were further improved by an expansion of
   cutting cell applications to non-automotive customers, as well
   as an improvement in demand in the domestic automotive and
   aerospace sectors.

-- Outside the United States, Waterjet Systems revenue growth was
   positively influenced by Asia, where revenues increased 29%
   compared to the prior-year quarter, driven largely by
   consumable sales in Japan. FLOW's European operations have been
   negatively impacted over the past several quarters by the
   continued slowing of the overall economy and weakening customer
   financial stability. In response, the company had put in place
   a new general manager, changed its pricing structure and
   accelerated payment terms. As a result of these actions, FLOW's
   European Waterjet Systems' revenues increased $0.4 million or
   6% compared to the first fiscal quarter of 2003.

Avure Technologies: For the quarter, Avure recorded revenues of
$3.7 million and a net loss of $4.9 million. Within the Avure
Technologies segment:

-- General Press revenues declined 42% to $3 million from $5.2
   million during the year ago quarter, primarily from decreased
   sales in Europe. General Press revenues vary from year to year
   due to the nature of their long sales and production cycles,
   which can range from one to four years.

-- Avure's Fresher Under Pressure revenues decreased 83% to $0.7
   million during the quarter. While Avure has continued to book
   food orders, many of the current orders will be filled with
   already completed systems. Accordingly, the company is only
   able to recognize revenues on these sales upon installation and
   customer acceptance, as opposed to over the manufacturing

-- During the fourth fiscal quarter of 2003, the company announced
   that it had retained The Food Partners, LLC, an investment
   banking firm that specializes in the food industry, to develop
   and implement value-maximizing strategic alternatives for
   Avure. At July 31, 2003, FLOW had received several non-binding
   offers from potential buyers for its Avure segment; however no
   acceptable offer has been received. The company continues to
   evaluate alternative strategies, which include the continuation
   of operations in the present form, operations on a diminished
   scale, suspension of operations, shutdown, or a complete or
   partial divestiture.

Flow provides total system solutions for various industries,
including automotive, aerospace, paper, job shop, surface
preparation, and food production. For more information, visit  

GMAC COMMERCIAL: Fitch Affirms 6 Low-B/Junk P-T Certs. Ratings
Fitch Ratings affirms the following classes of GMAC Commercial
Mortgage Securities Inc.'s mortgage pass-through certificates,
series 1998-C1.

     -- $132 million class A-1 'AAA';

     -- $687.4 million class A-2 'AAA';

     -- Interest only class X 'AAA';

     -- $28.8 million class B 'AA+';

     -- $64.7 million class C 'AA';

     -- $75.5 million class D 'A';

     -- $68.3 million class E 'BBB';

     -- $43.1 million class F 'BBB-';

     -- $32.4 million class G 'BB+';

     -- $25.2 million class H 'BB';

     -- $14.4 million class J 'B';

     -- $25.2 million class K 'B-';

     -- $14.4 million class L 'CCC';

     -- $10.8 million class M 'CCC'.

Fitch does not rate the $13 million class N. The rating actions
follow Fitch's annual review of the transaction, which closed in
May 1998. The rating affirmations are due to the stable overall
pool performance.

GMACCM, as master servicer, collected year-end 2002 operating
statements for approximately 76% of the pool. The master servicer
did not provide operating statements for the Senior Living
Properties loan, the largest loan in the deal (16.6%), and is
currently in bankruptcy. The weighted average debt service
coverage ratio remains stable at 1.66 times.

The SLP loan is a pool of health care properties and continues to
be of concern. The borrowers filed for bankruptcy protection in
May 2002. The loan remains current. It is backed by a surety,
which has been guaranteed by Centre Solutions. Fitch closely
monitors Centre's financial strength and, although it maintains an
investment grade internal credit assessment, notices a recent
deterioration. The surety's obligation is to advance all principal
and interest payments, including the balloon payment, in full,
upon default until the amount of the surety bond is reached. The
surety can terminate its obligation (upon 60 days notice) by
paying the trust the amount to defease. The surety has been making
all debt service payments since November 2000. The internal
assessment of Centre does not affect Fitch's assessment of the SLP
loan, which remains well below investment grade since Fitch's 2000
annual review.

The second largest loan of concern is Camlu Retirement Apartments
(1.8%) which consists of multiple independent/assisted living
properties. The borrower is working to sell the properties and has
a signed letter of intent from the manager of the Texas

Hypothetical stress scenarios were applied to the trust, where
specially serviced and other loans that concerned Fitch as having
the potential to become problematic were assumed to default. Even
under these stress scenarios, the resulting subordination levels
remain sufficient for our affirmations. Fitch will continue to
monitor the SLP loan closely, as well as the other loans of

HCA GENESIS: Signs-Up Lowenstein Sandler as Bankruptcy Counsel
MGNH, Inc. and HCA Genesis, Inc., are seeking approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Lowenstein Sandler, PC as Counsel.  

The Debtors need to retain Lowenstein Sandler to:

     a) provide to the Debtors legal services with respect to
        their powers and duties as debtors-in-possession in
        continuing the management of their property;

     b) prepare on behalf of the Debtors necessary applications,
        motions, complaints, answers, responses, orders,
        reports, and other legal papers;

     c) represent the Debtors in any matters involving contests
        with secured or unsecured creditors or other parties-in-

     d) assist the Debtors in providing legal services required
        to prepare, negotiate and implement a plan of
        reorganization; and

     e) perform all other legal services for the Debtors which
        may be necessary herein.

The Debtors tell the Court that engaging Lowenstein Sandler will
enable them to properly perform their duties and functions as
debtors-in-possession.  Additionally, Lowenstein has extensive
experience and knowledge in the field of debtors' protections,
creditors' rights and business reorganizations under chapter 11 of
the Bankruptcy Code.

Kenneth A. Rosen, Esq., a director of the law firm of Lowenstein
Sandler discloses that his firm will bill the Debtors in its
current hourly rates of:

          Members of the Firm      $285 - $525 per hour
          Senior Counsel           $230 - $375 per hour
          Counsel                  $225 - $295 per hour
          Associates               $140 - $250 per hour
          Legal Assistants         $ 70 - $140 per hour

Headquartered in Lake Katrine, New York, HCA Genesis, Inc.,
operates Health Care complexes.  The Company filed for chapter 11
protection on September 5, 2003 (Bankr. S.D. N.Y. Case No. 03-
37132).  When the Company filed for protection from it creditors,
it listed $19,903,537 and debts of $22,015,702.

ICG COMMUNICATIONS: W.R. Huff Discloses 19.3% Equity Stake
As of August 12, 2003, certain separately managed accounts of W.R.
Huff Asset Management Co., L.L.C., a Delaware limited liability
company, have been issued, in the aggregate, approximately 912,810
shares of the common stock, par value $0.01 per share, of ICG
Communications, Inc., a Delaware corporation,  and warrants to
purchase an aggregate of approximately 168,991 additional Shares
(subject to adjustments in certain  circumstances).  

In addition, the Accounts are to be issued, in the aggregate,
approximately 395,760 Shares, and warrants to purchase an
aggregate of approximately 118,102 additional Shares (subject to
adjustments in  certain circumstances).  William R. Huff possesses
sole power to vote and direct the disposition of all  securities
of the Company to be issued to, or on behalf of, and/or issued to,
or on behalf of, the Accounts.  

Thus, for the purposes of Reg. Section 240.13d-3, William R. Huff
is deemed to beneficially own approximately 1,595,663 Shares, or
approximately 19.3% of the Shares deemed issued and outstanding as
of  that date.

IMC GLOBAL: Will Participate in CSFB Conference on Wednesday
IMC Global Inc. (NYSE: IGL) will participate in the Credit Suisse
First Boston 2003 Chemical Conference in New York on Wednesday,
September 17.

The slide presentation by IMC Global Executive Vice President and
Chief Financial Officer Reid Porter will take place from 3:45 p.m.
to 4:15 p.m. EDT (2:45 p.m. to 3:15 p.m. CDT).

The presentation will be Webcast live and via replay through the
IMC Global Web site at .  Interested individuals
should click on the Webcast announcement on the left side of the
home page of IMC Global's Web site to be linked to the
presentation page.  Questions about the Webcast may be directed to
IMC Global's Investor Relations department at 847.739.1817 or .

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

IMMUNE RESPONSE: Receives $3.2MM via Class A Warrants Exercises
The Immune Response Corporation (Nasdaq: IMNR) has received gross
proceeds of approximately $3.2 million through the exercise of
about 2.4 million Class A warrants in connection with the
redemption of the warrants.  

The exercise of the warrants completes the first phase of the
Company's plan to strengthen its financial position, which has
improved with the receipt of more than $13 million in cash plus
approximately $2.4 million debt reduction since March of this
year.  The next phase of the plan is expected to involve the
exercise of the Company's Class B warrants.  If all of the
outstanding Class B warrants are exercised, the Company would
receive gross proceeds of about $17 million.

"We are pleased to have made such considerable progress toward
financial stability over the past several months," said John N.
Bonfiglio, Ph.D., Chief Executive Officer of The Immune Response
Corporation.  "In addition to raising cash and lowering our debt,
we have appreciably reduced the administrative component of the
burn rate, eliminated underutilized assets, and stopped internal
work on projects unrelated to our lead product candidate.

"We are now in a much improved position to focus on the continuing
clinical development of REMUNE(R), a novel vaccine candidate for
the treatment of HIV and AIDS," Dr. Bonfiglio stated.  "REMUNE is
currently being evaluated in a Phase II clinical study in Spain,
and we intend to initiate an additional Phase II study in the fall
of this year."

The Company issued the Class A warrants in its December 10, 2002
private placement.  Holders of Class A warrants whose warrants
were exercised received one share of Common Stock and one Class B
warrant which is exercisable for one share of Common Stock at an
initial exercise price of $1.77.  Holders of Class A warrants
whose warrants were redeemed will receive $0.01 per Class A

The Immune Response Corporation is a biopharmaceutical company
dedicated to treating and preventing HIV and AIDS through the
development of immune-based therapeutic vaccines such as REMUME,
its lead product candidate.  The Company was co-founded by medical
pioneer Dr. Jonas Salk, who was instrumental in the formulation of
REMUNE, which is currently in Phase II clinical development.

HIV, the human immunodeficiency virus, is the virus that causes
AIDS, a condition that slowly destroys the body's immune system,
making it vulnerable to infections.  REMUNE is designed to induce
a specific immune response to the HIV virus.  It is comprised of
HIV-1 virus that has been chemically killed and inactivated so
that it is non-infectious, plus an adjuvant that helps enhance the
body's immune response to the virus.  More than 60 million people
have been infected with HIV since it was first recognized in 1981,
and approximately 40 million people around the world are living
with HIV today.

                         *     *     *

                  Liquidity and Going Concern

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

"The consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company
has operating and liquidity concerns due to historically reporting
significant net losses and negative cash flows from operations.
As of March 31, 2003 and December 31, 2002, the Company had a
working capital deficiency of $2.4 million and working capital of
$1.0 million, respectivley, and an accumulated deficit of $263.0
million and $257.8 million, respectively.

"On March 28, 2003, we issued to Cheshire Associates, an affiliate
of one of our directors and principal stockholder, Mr. Kevin
Kimberlin, a short-term convertible promissory note in the amount
of $2.0 million, bearing interest at the rate of 8% per annum.  We
anticipate that the proceeds from the issuance of the March Note
will be sufficient to fund our planned operations, excluding
capital improvements and new clinical trial costs, only through
May 2003.  The March Note is convertible into either 1,626,016
shares of our common stock at a price of $1.23 per share (which
was the closing price of our common stock on March 27, 2003) or an
equal amount of such other securities that the Company may offer
in the future by means of a private placement to 'accredited

On May 15, 2003, we issued to Cheshire Associates, an affiliate of
one of our directors and principal stockholder, Mr. Kevin
Kimberlin, a short-term convertible promissory note in the amount
of $1.0 million, bearing interest at the rate of 8% per annum.  We
anticipate that the proceeds from the issuance of the May Note
will be sufficient to fund our planned operations, excluding
capital improvements and new clinical trial costs, only into early
June 2003.  The May Note has a convertible feature still to be
determined in good faith negotiation prior to the 120 day

"Notwithstanding the issuances of the March and May Notes, we will
continue to have limited cash resources.  Although our management
recognizes the imminent need to secure additional financing and
currently is negotiating with certain third parties the terms and
conditions of potential financing transactions, including the
private placement transaction described in the immediately
preceding paragraph, there can be no assurance that we will be
successful in consummating any such transaction or, if we do
consummate such a transaction, that the terms and conditions of
such financing will not be unfavorable to us.  The failure by us
to obtain additional financing before early June 2003, will have a
material adverse effect on us and likely result in our inability
to continue as a going concern.  As a result, our independent
auditors have concluded that there is substantial doubt as to our
ability to continue as a going concern for a reasonable period of
time, and have modified their report in the form of an explanatory
paragraph describing the events that have given rise to this
uncertainty regarding our 2002 annual consolidated financial

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities
that might result should the Company be unable to continue as a
going concern."

IMPSAT FIBER: Kingdon Capital Discloses 7.54% Equity Stake
Kingdon Capital Management, LLC, beneficially owns 753,984 shares
of the common stock of IMPSAT Fiber Networks Inc., representing
7.54% of the outstanding common stock of the Company.  Kingdon
holds sole power  to vote, or to direct the vote of, and sole
power to dispose of, or to direct the disposition of, the entire

Impsat Fiber Networks, Inc. is a leading provider of fully
integrated broadband data, Internet and voice telecommunications
services in Latin America. Impsat operates an extensive pan-
Latin American high capacity broadband network in Brazil,
Argentina, Chile and Colombia using advanced technologies,
including IP/ATM switching, DWDM, and non-zero dispersion fiber
optics. The Company has also deployed thirteen facilities to
provide hosting services Impsat currently provides services to
nearly 2,600 national and multinational companies, government
entities and wholesale services to carriers, ISPs and other
service providers throughout the region. The Company has local
operations in Argentina, Colombia, Venezuela, Ecuador, Brazil,
the United States, Chile and Peru. Visit
for more information on the Company.

At March 31, 2003, the Reorganized Company's balance sheet shows
that its total current liabilities outweighed its total current
assets by about $300 million.

INTERDENT INC: Court Confirms Prepackaged Plan of Reorganization
InterDent, Inc. (OTCBB: DENT) announced that the Federal
Bankruptcy Court in Santa Ana, California, has confirmed the
Company's Plan of Reorganization. InderDent had filed a
Prearranged Plan of Reorganization under Chapter 11 of the U.S.
Bankruptcy Code on May 9, 2003.

With completion of this reorganization, InterDent will now exit
Chapter 11 and become a private company.

The restructuring reduces the Company's total debt by
approximately $130 million, resulting from $90 million of debt
being converted to equity and $39 million of convertible
subordinated debt being extinguished. The remaining $38 million of
senior debt is restructured into a three-year, market-rate term
loan, leaving the Company with a debt to EBITDA ratio of
approximately 2.0, which is very manageable. Additionally, the new
equity holders are providing a $7.5 million revolving line of

H. Wayne Posey, chairman and chief executive officer of InterDent,
said, "As evidence of the support that our Plan of Reorganization
received, every class of creditors ended up voting to confirm the
Plan. All of us at InterDent are very excited that the Company is
now on solid footing with a stable capital structure. We now will
be able to focus totally on our business and fulfill the promise
of InterDent as a well-financed national leader in the dental

In closing, Mr. Posey said, "We are pleased with our progress, but
hardly satisfied. The current economic environment is a continuing
challenge, but I am confident we are up to the task. We've come
this far because of the unwavering loyalty and support of our
employees and affiliated dentists and their positive attitudes
demonstrated time and again, especially during these past four

InterDent provides dental management services in 135 locations in
California, Oregon, Washington, Nevada, Arizona, Hawaii, Idaho,
Oklahoma and Kansas with total annualized patient revenues under
management of approximately $250 million. The Company's integrated
support environment and proprietary information technologies
enable dental professionals to provide patients with high quality,
comprehensive, convenient and cost-effective care.

JARDEN CORP: Acquires All Outstanding Shares of Lehigh Consumer
On September 2, 2003, Jarden Corporation (S&P, B+ Corporate Credit
Rating, Stable) acquired all of the issued and outstanding stock
of Lehigh Consumer Products Corporation, the largest supplier of
rope, cord and twine for the U.S. consumer marketplace and a
leader in innovative storage and organization products for the
home and garage, as well as products in the security door and
fencing market. Its customers include North America's largest and
rapidly growing warehouse, home centers and mass merchants. Jarden
acquired Lehigh pursuant to the terms of a Stock Purchase
Agreement dated August 15, 2003, between Jarden Corporation,
American Manufacturing Company, Inc., and Lehigh.

The consideration for this acquisition consisted of the following:  
$155 million in cash paid at closing (excluding transaction
costs); and an Earn-Out provision with a potential payment in cash
or Jarden's common stock, at Jarden's election, of up to $25
million payable in 2006.

If the Earn-Out is paid, Jarden expects to capitalize its cost. If
the Company issues stock in satisfaction of the Earn-Out, the
value of each share will be determined by taking the average of
the closing price of Jarden's common stock on the New York Stock
Exchange over a period consisting of the ten consecutive business
days ending on the date that is two days prior to the issuance of
such stock. Jarden has entered into a Registration Rights
Agreement, dated September 2, 2003, with AMC, pursuant to which
the Company has agreed to file a registration statement with
respect to the resale under the Securities Act of 1933, as
amended, of shares issued in satisfaction of the Earn-Out.

This acquisition was financed at closing with the combination of
Jarden's available cash and borrowings under its credit facility,
which the Company has amended and restated to increase its
available borrowings.

On September 2, 2003, Jarden refinanced its existing senior
indebtedness by closing on an amendment and restatement to its
existing credit facility pursuant to the Amended and Restated
Credit Agreement, dated  September 2, 2003, between Jarden
Corporation, Bank of America, N.A., as Administrative Agent, Swing
Line Lender, and L/C Issuer, Canadian Imperial Bank of Commerce,
as Syndication Agent, National City Bank of Indiana and Fleet
National Bank, as Co-Documentation Agents, and the other Lenders
party thereto.

The Company's Amended and Restated Credit Agreement, among other
things, provides for a senior credit facility for up to $280
million of senior secured loans, consisting of a $70 million five-
year revolving credit facility, a $60 million five-year term loan
facility, and a new $150 million five-year term loan facility.

The Revolving Credit Facility includes up to an aggregate of $15
million in standby and commercial letters of credit and up to an
aggregate of $10 million in swing line loans. As of September 2,
2003, Jarden has not drawn any amounts under the Revolving Credit
Facility. It has used an amount of approximately $7.1 million of
availability under the Revolving Credit Facility for the issuance
of letters of credit.

As of September 2, 2003, $54.5 million was outstanding under the
Term Loan A Facility. Payments of principal under the Term Loan A
Facility are payable quarterly in accordance with a specified
amortization schedule. The final payment of all amounts
outstanding under the Term Loan A Facility is due on April 24,

On September 2, 2003, the Company drew down the full amount of the
$150 million Term Loan B Facility. These funds were used
principally to pay the cash consideration for the Lehigh
acquisition under the Stock Purchase Agreement. Payments of
principal under the Term Loan B Facility are payable quarterly in
accordance with a specified amortization schedule. The final
payment of all amounts outstanding under the Term Loan B Facility
is due on April 24, 2008.

The Revolving Credit Facility, the Term Loan A Facility and the
Term Loan B Facility bear interest at a rate equal to (i) the
Eurodollar Rate (as determined by the Administrative Agent)
pursuant to an agreed formula or (ii) a Base Rate equal to the
higher of (a) the Bank of America prime rate and (b) the federal
funds rate plus 0.50%, plus, (x) for loans under each of the
Revolving Credit Facility and the Term Loan A Facility, an
applicable margin ranging from 0.75% to 1.75% for Base Rate loans
and from 2.00% to 2.75% for Eurodollar Rate loans, and (y) for
loans made under the Term Loan B Facility, 2.75% per annum with
respect to Eurodollar Rate loans and 1.75% per annum with respect
to Base Rate loans.

Interest under the Revolving Credit Facility, the Term Loan A
Facility and the Term Loan B Facility are payable quarterly if a
loan is a Base Rate loan or on a date which is one, two or three
months from the date of disbursement, as selected by the Company,
if the loan is a Eurodollar Rate loan; provided, that for
six-month Eurodollar Rate loans, interest shall be paid quarterly.

LASERSIGHT INC: Case Summary & Largest Unsecured Creditors
Lead Debtor: LaserSight Incorporated
             6903 University Blvd.
             Winter Park, Florida 32792

Bankruptcy Case No.: 03-10371

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        LaserSight Patents, Inc.                   03-10369
        LaserSight Technologies, Inc.              03-10370

Type of Business: Manufacturer of ophthalmic medical equipment

Chapter 11 Petition Date: September 5, 2003

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtors' Counsel: Frank M. Wolff, ESq.
                  Wolff, Hill, Mcfarlin & Herron, P.A
                  1851 W. Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058

Total Assets: $20,564,200

Total Debts: $11,664,021

A. LaserSight Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Luis A. Ruiz, MD and                                $3,471,612   
Sergio Lenchig
Calle 120 No. 20A-44
Apartment 401
Santale de Bogota, Colombia
South America

The Lowenbaum Partnership, LLC                        $256,867
222 South Central Avenue
Suite 901
St. Louis, MO 63105

Sonnenschein Nath & Rosenthal                         $199,361

KPMG LLP (Unit US230)                                 $172,249

The Realty Associates Fund III                         $55,539

Christensen & Associates                               $26,939

The Nasdaq Stock Market, Inc.                          $18,000

McColl Partners LLC                                    $10,000

Dean, Mead                                              $9,119

Pitney, Hardin, Kipp & Szuch                            $6,706

AON Risk Services of Missouri                           $5,960

American Express                                        $5,304

KPMG, LLP (Unit 194)                                    $4,740

Trancentive                                             $4,050

American Stock Trans & Trust                            $3,021

AST Stockplan - Smithbarney                             $3,000

BISYS Qualified Plan Services                           $1,864

Master Benefit Group, Inc.                              $1,438

PR Newswire, Inc.                                       $1,218

CT Corporation System                                   $1,120

B. LaserSight Technologies' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
King, Angela                                          $328,708
8901 Jonathan Manor Drive
Orlando, FL 32819

Roper & Quigg                                         $224,885

Manelli, Denison & Selter                             $207,982

Tui Lasertechnik                                      $199,616

Becton Dickinson                                      $118,729

SACOR                                                 $102,851

Visiontech Medical Optics                             $102,396

Morris, Nichols, Arsht & Tun                           $94,994

Fabricant, Robert N.                                   $50,000

AT&T - Uniplan Service                                 $43,096

Quantum Technology                                     $41,528

Preferred Benefit                                      $41,046

Center for Clinical Research                           $40,500

AIT Freight Systems                                    $39,641

Astec, Inc.                                            $28,126

Lambda Research Optics, Inc.                           $26,038

Avvocati Associati                                     $25,490

Specira Gases                                          $20,941

Expertech Associates, Inc.                             $20,833

Consultronix - Poland                                  $18,679

LEVI STRAUSS: Will Publish Third Quarter Results by Month-End
Levi Strauss & Co. reported preliminary third-quarter results,
including sales and net income increases, and announced additional
initiatives to improve its competitiveness, including bringing
products to market faster and more frequently, restructuring its
U.S. and European businesses and reducing operating expenses.

The company released estimated financial results for its third
quarter, ended Aug. 24, 2003, in anticipation of the syndication
of a new financing arrangement. Final results for the third
quarter will be released on Sept. 30, 2003 and discussed during
the company's investor conference call, which can be accessed
through its Web site at http://www.levistrauss.comat 7 a.m. PDT  
(10 a.m. EDT).

"On balance, I'm pleased with what we achieved in the third
quarter. Our results were consistent with the expectations we laid
out at the start of the quarter," said chief executive officer
Phil Marineau. "Importantly, sales and profits were up, fueled by
the successful launch of our new Levi Strauss Signature(TM) brand
into 3,000 U.S. Wal-Mart stores. Initial consumer sell-through has
been very good. As the summer drew to a close and the important
back-to-school season kicked into gear, sell-through at retail for
our Levi's(R) and Dockers(R) brands in the United States also
accelerated. Additionally, our Asia business turned in another
quarter of strong growth. At the same time, our European business
continues to be difficult.

"We continue to be faced with tough economic environments
worldwide and persistent price deflation in the apparel industry.
In the United States, it's been reported to be the worst apparel
deflation since the Depression, and it's not going away," added
Marineau. "We're addressing the business environment by continuing
to streamline our go-to-market process -- from product design
right through to delivery -- to make it even more responsive and
efficient. We're taking complexity and cost out of the entire
organization. And we're putting new financing in place, which will
allow us to transform the company faster."

          Third-Quarter Preliminary Results and Guidance

The company estimates third-quarter net sales to be between $1,078
million and $1,085 million, a 6 percent to 7 percent increase over
2002 third-quarter sales of $1,018 million. On a constant-currency
basis, net sales are estimated to increase approximately 2 percent
to 3 percent for the period.

Operating income for the quarter is expected to be between $95
million and $100 million, versus $96.7 million for the same period
a year ago. Net income is anticipated to come in between $24
million and $28 million, versus $13.7 million in the third quarter
of 2002, a 75 percent to 104 percent increase. At the end of the
third quarter 2003, total debt was estimated to be $2.37 billion
compared to $2.31 billion as of May 25, 2003 and $1.85 billion as
of the fiscal year ended Nov. 24, 2002.

The company reaffirmed that it expects full-year sales to be
essentially flat with 2002, plus or minus 2 percent, on a
constant-currency basis. Operating margin, excluding restructuring
charges, net of reversals and related expenses, is expected to be
in the range of 8 to 10 percent for the year, consistent with
previous guidance. Additionally, net debt at the end of 2003 is
expected to be up approximately $300 million from year-end 2002,
also consistent with previous guidance.

"As we look ahead to next year, we're not anticipating any
significant improvements in the deflationary pressures we're
experiencing at retail. Our preliminary expectations for 2004 are
for full-year growth in the low to mid-single digits," said chief
financial officer Bill Chiasson. "We anticipate that our operating
margin, excluding restructuring charges, net of reversals and
related expenses, will be approximately the same as 2003, with
some possible improvement given the cost reductions under way. We
expect net debt levels to come down slightly, by no more than $100
million by the end of 2004."

                     Organizational Changes

"In line with improving our go-to-market process, we are
restructuring our U.S. business," said Marineau. "We expect to
have a much more integrated, flexible and leaner organization that
delivers consumer-relevant products with greater speed and
frequency. As we simplify our business processes and reduce our
operating expenses, we expect to eliminate up to 350 salaried
positions in the U.S. business this year.

"Additionally, our European business, based in Brussels, recently
presented a proposal to the European and appropriate national
Employee Councils to improve our competitiveness through a similar
restructuring program that streamlines the work and reduces the
time it takes to get new products on the shelf," said Marineau.
"If the proposal is confirmed, we would eliminate up to 300 jobs.

"As necessary as these restructuring actions are, it is still
painful to see people who have done a tremendous job leave the
company," said Marineau.

                  Estimated Costs and Savings

Should these proposed organizational changes be executed, the
company estimates the total pre-tax restructuring charges and
related expenses would be $70 million to $80 million. Most of
these costs are expected to be incurred and paid by the end of
2004. Annual savings from these proposed actions and other cost
reduction efforts are expected to be between $130 million and $150


The company has appointed Bank of America, N.A. and Banc of
America Securities LLC to lead a new $1.15 billion financing
arrangement consisting of a $650 million asset-based revolving
credit facility, maturing in 2007, and a $500 million senior
secured term loan, maturing in 2009. This new financing would
replace the company's existing senior secured credit facility
consisting of a $375 million revolver and $365 million term loan,
as well as $110 million of debt arranged under an accounts
receivables securitization.

"We believe our new financing arrangement will give us the
financial flexibility we need to pursue our restructuring plans as
soon as possible," said Chiasson. "Additionally, we expect this
new agreement to provide us with greater liquidity and extended
maturity dates, which will improve our debt structure. Due to the
difficult environment, we cannot be sure that we will remain in
compliance with all of the financial covenants set forth in our
existing credit facility, and we believe it is appropriate to seek
a temporary waiver that we expect to remain in place until the new
financing is finalized."

Bank of America, Banc of America Securities and LS&CO. are
launching the financing this week and expect to complete it within
several weeks. Completion is subject to, among other things,
negotiation and execution of definitive documents and satisfaction
of closing conditions.

Levi Strauss & Co. (Fitch, BB- Secured Bank Facility and B Senior
Unsecured Debt Ratings, Negative) is one of the world's leading
branded apparel companies, marketing its products in more than 100
countries worldwide. The company designs and markets jeans and
jeans-related pants, casual and dress pants, shirts, jackets and
related accessories for men, women and children under the
Levi's(R), Dockers(R) and Levi Strauss Signature(TM) brands.

LEVI STRAUSS: Corporate Credit Rating Dives Down 2 Notches to B
Standard & Poor's Ratings Services lowered its ratings on apparel
maker Levi Strauss & Co., including its corporate credit rating to
'B' from 'BB-'.

The outlook is stable.

San Francisco, California-based Levi Strauss has about $2.3
billion of rated debt.

"The rating action follows Levi Strauss' announcement that the
company will seek a temporary waiver under its existing credit
facility as it finalizes a new $1.15 billion refinancing of its
current secured bank credit facility and accounts receivable
securitization program. Year-to-date results have been well below
expectations because of a weak economic environment and continued
apparel price deflation, which will likely continue for the
foreseeable future," said credit analyst Jayne M. Ross. Although,
the rollout of the Signature product line at Wal-Mart Stores Inc.
seems to be going according to plan, it will not be sufficient in
the near term to offset the current difficulties at retail and in
Levi Strauss' European business.

In addition, Levi Strauss announced the proposed restructuring of
its U.S. and European operations to address the changing business
environment, which would result in pretax cash charges and
expenses in the $70 million to $80 million range. It is expected
that most of these expenses will be incurred in 2004 if completed.
The proposed savings from the restructuring and cost-saving
initiatives are expected to be between $130 million and $150
million. Standard & Poor's believes that in the longer term, the
restructuring initiatives will assist the company in becoming a
more nimble operator.

The ratings reflect Levi Strauss' leveraged financial profile and
its participation in the highly competitive denim and casual pants
industry. The ratings also reflect the inherent fashion risk in
the apparel industry. This is somewhat offset by the company's
well-recognized brand names in jeans and other apparel.

LTV CORP: Move to Terminate & Replace Benefit Plans Draws Fire
David M. Fusco, Esq., at Schwarzwald & McNair LPA, in Cleveland,
Ohio, represents the United Steelworkers of America AFL-CIO-CLC, a
party to collective bargaining agreements with Miami Acquisition
Company and Copperweld Tubing Products Company.

Mr. Fusco argues that the Copperweld Debtors' request is
premature.  The Debtors and the USWA have entered into
"preliminary discussions" concerning the status of the two defined
benefit plans maintained as required by postpetition collective
bargaining agreements with the USWA, the Pension Plan for Miami
Hourly Employees sponsored by Miami, and Copperweld Corporation
Copperweld Shelby Division Pension Plan for Production and
Maintenance Employees, sponsored by CPTC.  Those discussions, and
the sharing and review of complex economic and actuarial
information, is continuing.  There has been no break down in

In addition, Mr. Fusco asserts that the plans at issue cannot be
terminated, absent the agreement of the USWA and the PBGC.  
According to Mr. Fusco, the ultimate approval of any distress
termination lies with the Pension Benefit Guaranty Corporation,
and the PBGC will not proceed with a distress termination, where
there is an unresolved formal challenge by a union to a
termination.  It is inappropriate and wasteful of the time and
efforts of the parties and the Court to precipitate a premature
contested hearing, as well as hardening of the parties' position,
when the parties are engaged in the sharing of information and
efforts to determine if a consensual resolution is possible.

The USWA wants the Court to adjourn the hearing on the Copperweld
Debtors' request.  In the absence of an adjournment, the USWA
insists that the Copperweld Debtors' request should be denied for
reasons including the Debtors' failure to meet, or even attempt to
meet, the requirements for a distress termination for the plans.

The PBGC will not approve the Debtors' request for a distress
termination in the absence of a consensual resolution of any USWA
grievances or a final resolution of the grievances holding that
the termination does not violate the CBA.  Section 4041(a)(3) of
ERISA provides that the PBGC will not proceed with a distress
termination if such termination would violate the terms of an
existing collective bargaining agreement.  The PBGC has
promulgated extensive interpretive regulations for Section
4041(a)(3) directing this.  The regulations provide that if the
PBGC is notified during the relevant period that a formal
challenge to the termination has been initiated under an existing
collective bargaining agreement, which includes a contractual
grievance, the PBGC will suspend its internal termination
proceedings.  The suspension continues through final resolution of
the challenge.  If the challenge is upheld, the PBGC will dismiss
the termination proceedings.  The regulations define a "formal
challenge" as:

       (c) Formal challenge to termination.  A formal challenge
           to a plan termination asserting that the termination
           would violate the terms and conditions of an existing
           collective bargaining agreement is initiated when --

            (1) Any procedure specified in the collective
                bargaining agreement for resolving disputes
                under the agreement commences; or

            (2) Any action before an arbitrator, administrative
                agency or board, or court under applicable
                labor management relations law commences.

The regulations define "final resolution of a challenge" as
including as settlement or an award or decision.  If the final
resolution is a non-appealable determination that the termination
does not violate a collective bargaining agreement, or a
settlement, the PBGC will reactivate the termination proceedings.

Any grievances by the USWA would clearly be formal challenges to
the termination, as it is a process under a procedure specified in
the collective bargaining agreement for resolving disputes under
the CBA. Therefore, regardless of the Court's decision on the
Debtors' request for a determination of the financial requirements
for a distress termination, a termination will not be processed by
the PBGC absent a consensual resolution with the USWA or a final
resolution of any grievances holding that the termination does not
violate the CBA.

ERISA establishes very strict criteria for approval of the
financial requirements for a distress termination.  The Court must
determine that "unless the plan is terminated, such person
[Copperweld] will be unable to pay all its debts pursuant to a
plan of reorganization and will be unable to continue in business
outside a Chapter 11 reorganization process" and approve the
termination.  The PBGC takes the position, and the USWA agrees,
that in order to comply with the statute, the Court must make a
"but for" determination, i.e., but for the termination the Debtor
will be unable to pay all its debts pursuant to a Chapter 11
plan of reorganization and will be unable to continue its business
outside a Chapter 11 reorganization process.  There must be the
required standard of evidentiary proof concerning the financial
requirements for each pension plan's funding as well an analysis
of the Debtors' proposed plan of reorganization, and any other
possible plan, in relation to the funding requirements of each
defined benefit plan.

It is not at all clear that termination of each USWA-negotiated
and maintained defined benefit plans is necessary for the
Copperweld Debtors to reorganize.  The Debtors must show
definitive proof that funding for the plan of reorganization and
beyond will not be available, looking at all members of the
controlled group, absent termination of each plan.

2) Pension Benefit Guaranty Corporation

The PBGC, represented by Nathaniel Rayle, Esq., standing in for
James J. Keightley, Esq., General Counsel in Washington, notes
that there has been little or no basis for interested parties,
including PBGC, to investigate the basis for Copperweld's
allegations regarding its finances.  PBGC asks Judge Bodoh to
defer any ruling on the Debtors' request until parties-in-interest
have had a reasonable opportunity to take discovery relating to:

       (i) the alleged expense of the Pension Plans;

      (ii) the alleged inability of Copperweld to fund those
           plans going forward; and

     (iii) the characteristics and funding of any new pension
           plans instituted by Copperweld.

PBGC is the federal agency and wholly owned United States
government corporation that administers the defined benefit
pension plan termination insurance program established by Title IV
of ERISA.  When a pension plan covered by Title IV terminates
without sufficient assets to pay all of its promised benefits,
PBGC typically becomes trustee of the plan and pays plan
participants their pension benefits up to the statutory limits.

Title IV of ERISA provides the exclusive means for termination of
single-employer pension plans.  A plan sponsor can terminate a
pension plan in a standard termination under 29 U.S.C.  1341 (b)
if the plan has sufficient assets to pay all benefits owed to the
plans' participants, or through a distress termination under 29
U.S.C.  1341(c) if the plan does not have sufficient assets to
cover all of its benefit liabilities.

Under the distress termination provisions, a pension plan may
terminate only if:

       (1) the plan administrator provides affected parties,
           including PBGC and plan participants, at least
           60-day advance written notice of its intent to
           voluntarily terminate the pension plan;

       (2) the plan administrator provides PBGC with the
           information set forth in 29 U.S.C. 1341(c)(2)(A);

       (3) PBGC determines that the requirements of 29 U.S.C.
            1341(c)(2)(B) have been met.

PBGC cannot proceed with a distress termination if such
termination would violate the terms and conditions of an existing
collective bargaining agreement.  Accordingly, if the agency is
advised of a formal challenge to plan termination under the aegis
of a CBA, PBGC must suspend the termination proceeding.  In the
Copperweld Debtors' case, two of the three Pension Plans are
maintained pursuant to a collective bargaining agreement with the
USWA.  PBGC has not yet been notified of a formal challenge to the

If and when a pension plan terminates, the plan sponsor and each
member of its controlled group' are jointly and severally liable
for the plan's unfunded benefit liabilities, as well as for any
unpaid minimum funding contributions and unpaid premiums.  PBGC
has timely filed claims for these pension obligations.  The claims
for unfunded benefit liabilities are contingent on the termination
of the relevant pension plan.

ERISA sets forth several tests for determining whether a pension
plan may be terminated in a distress termination.  Copperweld
seeks to terminate the Pension Plans under the "Reorganization in
Bankruptcy" test.  Under this test, a bankruptcy court is called
upon to make a factual determination whether a debtor "will be
unable to pay all of its debts pursuant to a plan of
reorganization and will be unable to continue in business outside
the chapter 11 reorganization process," unless the pension plan is

The bankruptcy court must make the requisite findings as to each
debtor controlled group member.  It is then incumbent upon PBGC to
determine whether the contributing sponsor and each member of the
sponsor's controlled group satisfy the other criteria for a
distress termination of the pension plan.  As one court stated:

     [T]he Court does not find itself faced with the ultimate
     question of the Debtor's entitlement to the termination of
     its pension plan.  Instead, the Court simply must perform
     one narrow factual determination, the satisfaction of which
     will compose a single element in the Debtor's individual
     case for reorganizational "distress."

The ultimate sufficiency of that distress showing, as well as the
adequacy of the Debtor's required disclosures and the
qualifications of any "controlled group" parties, then will become
a collective matter for the PBGC's consideration as it makes a
final determination of the Debtor's right to a distressed
termination.  The Court should scrupulously examine Copperweld's
finances and circumstances so as to enable it to make the
necessary determinations to meet ERISA's strict criteria for
distress terminations."  One court has found that in a distress
termination, "the appropriate standard of review . . ., pursuant
to Section 1341(c)(2)(B)(ii), is whether but for distress
termination, the Debtor will not be able to pay its debts when
due, [nor] continue in business."  Thus, a bankruptcy court's
factual determination should be based not simply on a debtor's
self-serving representations that it is financially strapped, but
upon reliable evidence that establishes that plan termination is
the only way that the debtor will be able to reorganize and
continue in business outside the Chapter 11 reorganization
process.  Put another way, a bankruptcy court should inquire
whether a debtor will be unable to pay its debts and continue in
business under any plan of reorganization, because Section 1341
(c)(2)(B)(ii)(IV) qualifies a debtor's ability to pay in terms of
"a" plan of reorganization, not just the particular plan of
reorganization that it has proposed.

ERISA's legislative history also provides guidance as to the
appropriate role of a bankruptcy court in distress terminations.
Congress significantly changed the termination requirements for
pension plans in 1986 and 1987. Before these amendments, a plan
sponsor could terminate a pension plan for any reason. Congress
enacted the distress termination provisions as part of the Single
Employer Pension Plan Amendments Act of 1986.  The legislative
history shows that "[t]he basic policy of the legislation is to
limit the ability of plan sponsors to shift liability for
guaranteed benefits onto other PBGC premium payers and to avoid
responsibility for the payment of certain non-guaranteed benefits,
to cases of severe business hardship."  A year later, the Pension
Protection Act further clarified the distress criteria by adding
the stringent language of the current "Reorganization in
Bankruptcy" test.

To determine whether Copperweld satisfies the financial distress
requirement of the distress termination test, the Court should
adjourn the hearing until the PBGC, and any other party-in-
interest, has had a fair opportunity to take discovery and thereby
flesh out some of the Debtors' conclusory allegations.  The Court
may be interested to know such things as:

       * the financial feasibility of terminating fewer than all
         of the Pension Plans;

       * the projected costs of each of the Pension Plans using
         different actuarial assumptions or cost methods;

       * other areas of cost savings that may be available to
         the Debtors, areas in which cost savings have been
         realized, and in what amounts;

       * as to each Pension Plan, the effect of minimum funding
         waivers -- if granted by the IRS -- or the freezing of  
         benefit accruals on the relative affordability of the
         plan; and

       * as to each Pension Plan, the cost to provide all
         benefits and close out the plan in a standard

The PBGC has submitted interrogatories and document requests to
Copperweld and may also take the depositions of certain key
persons. Copperweld says that it is ready and willing to respond
to those discovery requests to try to establish that it satisfies
the financial distress criterion that ERISA commits to the Court's
sound judgment.

Moreover, the PBGC observes that little is known about the
Debtors' Replacement Plans -- they do not yet exist and PBGC knows
nothing about their proposed terms.  Replacement plans implicate
PBGC's policy regarding abusive follow-on plans -- if an employer
adopts a new plan that, together with the guaranteed benefits paid
by the PBGC under the terminated plan, provides for the payment
of, accrual of, or eligibility for benefits that are substantially
the same as those provided under the terminated plan, the PBGC
will view the new plan as an attempt to shift liability to the
termination insurance program while continuing to operate the
plan, which is an abuse of the program.

Copperweld's proposed Replacement Plans require a detailed
analysis of the underlying facts to assure that the Debtors are
not in effect getting a government subsidy of continuing pension
plans under the guise of terminating those plans.  PBGC's ultimate
approval of termination of any of the Pension Plans may well hinge
on the agency's non-objection to the Replacement Plans.

3) John N. Digiacomo

According to Robert C. Lucas, Esq., in Elizabeth, Pennsylvania,
Mr. Digiacomo "wishes to retain all benefits at their current
levels." (LTV Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 609/392-00900)

MAXXIM MEDICAL: Inks Pact to Sell Assets to Lightyear Capital
Maxxim Medical, Inc., which filed for bankruptcy protection in
February 2003, has signed an agreement for the sale of
substantially all of its assets and business to Lightyear Capital,
a private equity investment firm that manages more than $2 billion
in assets.

Maxxim Medical is a leading manufacturer, assembler and marketer
of specialty medical products such as custom procedure trays,
medical and surgical gloves, radiology, and critical care products
for hospitals, surgery centers and alternate care facilities.
Thomas R. Cochill, Maxxim president and chief executive officer,
noted the importance of the proposed acquisition to the company:
"Partnering with Lightyear Capital, and tapping into their
resources and expertise, is a positive step for Maxxim, our
employees, customers and the companies that provide goods and
services to Maxxim. We anticipate that this action should result
in a new Maxxim that will be a stronger competitor in the
marketplace, serving our markets even more effectively in the
years to come."

Donald B. Marron, chairman and chief executive officer of
Lightyear Capital, said, "Maxxim has the attributes that our firm
looks for - a strong presence in its core markets, excellent
management and a solid, long-term business plan for growth. We
look forward to supporting the company and its management as they
capitalize on emerging growth opportunities within their markets."

The purchase agreement for Maxxim's assets and those of several
related subsidiaries is subject to approval by the U.S. Bankruptcy
Court for the District of Delaware as well as compliance with the
Bankruptcy Code and certain other conditions. The sale is also
subject to the consent of the secured lenders under Maxxim's
debtor-in-possession financing facility. The financial terms of
the deal were not disclosed. Maxxim anticipates the closing of the
sale should occur by the end of October 2003.

Based in Oldsmar, Fla., Maxxim Medical -- is a major diversified  
manufacturer, assembler and marketer of specialty medical and
surgical products, including custom and standard procedure trays,
single use drapes and gowns, medical and surgical gloves, vascular
access and critical care products. Selling primarily to acute care
hospitals, surgery centers and alternate care facilities, Maxxim
has five plants in the United States and one in the Dominican
Republic. U.S. plants are located in Athens, TX; Clearwater and
Oldsmar, FL; Columbus, MS; and Honea Path, SC.

Lightyear Capital is a private equity investment firm based in New
York City that manages approximately $2 billion in assets,
including The Lightyear Fund, a $750 million private equity fund.
The Lightyear Fund invests in leveraged buyout, recapitalizations,
and growth capital opportunities in financial services and other
selected industries in North America and Europe. Lightyear's
approach to investing centers on partnering with skilled
management teams who lead quality companies with significant
potential for growth, either organically or through acquisitions.

MERA PHARMACEUTICALS: Red Ink Continued to Flow in Third Quarter
Mera Pharmaceuticals, Inc. (OTC Bulletin Board: MRPI) has released
its financial results for its third fiscal quarter, ended July 31,

The results show a continued narrowing of operating losses, both
year to year and sequentially. The loss from operations for third
quarter 2003 fell to $178,000 versus a loss of $499,000 for the
same quarter in 2002, a 64% improvement. Relative to the second
quarter of 2003, when the Company had a loss from operations of
$406,000, the improvement was a still very strong 56%.

Daniel Beharry, who took over as Mera's CEO in July, noted that
the improvement was due to both increasing revenues and decreased
expenses. "Our revenues improved in all three categories --
product sales, contract services and royalties. Revenues of
$656,000 year-to-date nearly match the $662,000 total for all of
2002. In addition, the third quarter was the first full quarter
during which our cost-cutting program was in effect. As a result,
our general and administrative expense fell from $312,000 for
second quarter of 2003 to just $173,000 for the third quarter, a
reduction of 44%. A comparison to the G&A expenses of $544,000 for
the first quarter of 2003 is even more impressive, reflecting a
reduction of nearly 68%. The benefits from that cost control
effort are apparent and ongoing."

Mr. Beharry continued, "We completed the Chapter 11 reorganization
of Mera less than a year ago, and while the Company still faces
some challenges, the continued progress shown by these results is
encouraging. We believe there is a lot of room for improvement
still on our production efficiency, which will help to increase
margins. However, the key to success is a continued increase in
revenues. To accomplish that we have increased our sales and
marketing efforts to support sales of our AstaFactorr product,
including the launch of a television, radio and print advertising
campaign in Hawaii during the third quarter and the increase in
our advertising for the Southern California market. We also have
three new products in the planning stage, all of which should be
in test production by the first calendar quarter of 2004, if not

"Another focus is extending our distribution to international
markets. We are engaged in discussions now with several parties
seeking distribution rights for AstaFactor(R) in markets where
margins and receptivity both tend to be higher. That work is in
addition to efforts to expand distribution domestically through
private label opportunities.

"Each of these initiatives is designed to strengthen our product
and revenue base. There will be some upfront costs associated with
them, but our expectation is that by bearing those costs now we
will prepare the company to make progress toward profitability in
the future."

Mera Pharmaceuticals, Inc., based in Kona, Hawaii, and Solana
Beach, California, is focused on identifying and producing
valuable products from natural sources. Mera's patented technology
and proprietary processes give it a significant advantage in
exploiting the rich, untapped resource of microbial aquatic
plants, long recognized for their potential medical and
nutritional value. Mera's first nutraceutical product, the
AstaFactor(R), is a concentrated source of natural astaxanthin,
found in a number of fish and seafood species. Astaxanthin is
proven to be an extremely powerful antioxidant and an effective

                         *      *       *

                    Going Concern Uncertainty

In it Form 10-QSB filed with the Securities and Exchange
Commission, Mera Pharmaceuticals reported:

"The [Company's] financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
operating and liquidity concerns, has incurred an accumulated
deficit of $2,121,508 through the quarter ended July 31, 2003 and
current liabilities exceeded current assets by $683,629. The
Company anticipates that future revenue will be sufficient to
cover certain operating expenditures and, in the interim, will
continue to pursue additional capital investment. However, there
can be no assurance that the Company will be able to acquire the
necessary capital to achieve a level of sales that will permit it
to operate on the basis of revenues alone. These factors, among
others, create an uncertainty about the Company's ability to
continue as a going concern."

MICRO WAREHOUSE: Ingram Micro Discloses $20 Million Exposure
Ingram Micro Inc. (NYSE: IM) expects to record a third-quarter
charge of up to $20 million (approximately $13 million net of tax)
related to accounts receivable from Micro Warehouse, Inc., which
the company believes are substantially impaired after Micro
Warehouse's sale of certain assets to CDW Corporation in a
transaction that was announced Monday and its subsequent Chapter
11 filing in the U.S. bankruptcy court Tuesday.

"Micro Warehouse was one of our larger North American customers,
with North American revenues of approximately $75 million for the
second quarter of 2003, outstanding accounts receivable of
approximately $25 million and related allowances for bad debt of
approximately $5 million," said Thomas A. Madden, executive vice
president and chief financial officer, Ingram Micro Inc. "We had
been working closely with Micro Warehouse and had established
reserves based on available information, including business plans,
financial information and management representations provided to
us by Micro Warehouse. However, after Monday's announced
transaction and Tuesday's bankruptcy filing, we now believe that
the receivables have been substantially impaired. We intend to
pursue all potential recovery options."

The company also currently has outstanding receivables of
approximately $12 million from Micro Warehouse's European
operations, which were not affected directly by Micro Warehouse's
announced sale of assets to CDW Corporation or Tuesday's U.S.
bankruptcy filing.

"We believe that the risk associated with the collection of the
European receivable is negligible," said Madden, "in light of our
understanding of the financial condition of the Micro Warehouse
European operations and our credit insurance coverage. We will
continue to monitor the situation and will take appropriate
measures if anything changes."

The per-share impact of the charge could be as much as $0.09 for
the third quarter ending Sept. 27, 2003, which was not anticipated
in the company's guidance issued on July 30, 2003 and reconfirmed
on Sept. 3, 2003. The company's adjusted guidance for the fiscal
quarter ending Sept. 27, 2003, assuming the full pre-tax $20
million charge is recorded, is as follows:

-- Sales are expected to range from $5.175 billion to $5.350
   billion, with net income excluding major-program costs or other
   special items ranging from $8 million to $12 million or $0.05
   to $0.08 per diluted share.

As the world's leading IT distributor, Ingram Micro is the best
way to get technology from the people who make it to the people
who use it. Visit  

MIKOHN GAMING: Evaluating Options to Recapitalize Balance Sheet
Mikohn Gaming Corporation (NASDAQ: MIKN), is evaluating various
strategies to recapitalize its balance sheet, although no firm
plans are in place to implement any of these alternatives at the
current time.

Currently the Company has approximately $105.0 million of long-
term debt (approximately $101 million net of unamortized
discounts) outstanding due August, 2008. The Company's long-term
debt carries an interest rate of 11.875 percent per annum,
requiring annual interest payments of approximately $12.5 million.

In addition, the Company announced that for the third quarter
ended September 30, 2003, revenue is expected to be in the range
of $19.0 million to $22.0 million, and loss per share are expected
to range from $0.18 to $0.35. Russ McMeekin, President and Chief
Executive Officer stated, "While we have made substantial progress
in implementing our new business model which focuses on the
licensing of game content versus hardware intensive manufacturing,
full realization of our transition will not occur as quickly as we
had previously anticipated. We are seeing increased market
acceptance of our new robust Mikohn Matrix platform and will be
previewing at next week's G2E Gaming Exposition, our exciting new
product offerings."

Mikohn (S&P, B- Corporate Credit and Senior Unsecured Debt
Ratings, Negative) is a diversified supplier to the casino gaming
industry worldwide, specializing in the development of innovative
products with recurring revenue potential. The company develops,
manufactures and markets an expanding array of slot games, table
games and advanced player tracking and accounting systems for slot
machines and table games. The company is also a leader in exciting
visual displays and progressive jackpot technology for casinos
worldwide. There is a Mikohn product in virtually every casino in
the world. For further information, visit the company's Web site:  

MIRANT CORP: MAGI Committee Asks Court to Set-Up Screening Wall
The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC asks the Court to:

   (i) approve certain information blocking procedures;

  (ii) permit the MAGI Committee members' trading of the Debtors'
       securities, trading bank debt purchase or sale of trade
       debt; and

(iii) approve issuance of analyst report upon establishment
       of a screening wall effective July 25, 2003.

Some MAGI Committee members are engaged in the trading of
Securities or Bank Debt for others or for their own accounts as a
regular part of their business.  Some MAGI Committee members also
issue Analyst Reports.  These Securities Trading MAGI Committee
Members owe fiduciary duties to the estate creditors.  However,
Deborah D. Williamson, Esq., at Cadwalader, Wickersham & Taft, in
New York, points out, the Securities Trading Committee Members
also have fiduciary duties to maximize returns to their clients
through trading securities.  

Thus, if a Securities Trading Committee Member is barred from
trading the Debtors' Securities, trading Bank Debt or purchasing
or selling trade debt during the pendency of these Chapter 11
cases because of its duties to other creditors, it may risk the
loss of a beneficial investment opportunity for itself or its
clients.  Moreover, Ms. Williamson says, these Securities Trading
Committee Members may breach their fiduciary duty to their
clients.  Alternatively, if a Securities Trading Committee Member
resigns from the Committee, its interest may be compromised by
virtue of taking a less active role in the reorganization
process.  "Securities Trading Committee Members should not be
forced to choose between these roles," Ms. Williamson asserts.

Accordingly, the MAGI Committee proposes that any Committee
member that wishes to trade in the Debtors' Securities, trade in
the Bank Debt, purchase or sell trade debt or issue Analyst
Reports will file with the Bankruptcy Court a Screening Wall
Declaration by each individual performing Committee-related
activities in these Chapter 11 cases.  The Declaration will state
that the individual will comply with the terms and procedures
consistent with the Declaration.

Ms. Williamson explains that the term "Screening Wall" refers to
a procedure established by an institution to isolate its trading
and analyst activities from its activities as a member of an
official committee of unsecured creditors in a Chapter 11 case.  
A Screening Wall includes, among other things, features as the
employment of different personnel to perform certain functions,
physical separation of the office and file space, procedures for
locking committee-related files, among other things.  These
procedures prevent the Securities Trading Committee Member's
trading personnel from use or misuse of non-public information
obtained by the Securities Trading Committee Member's personnel
engaged in Committee-related activities and also precludes
Committee Personnel from receiving inappropriate information
regarding that Securities Trading Committee Member's trading in
Securities or Bank Debt in advance of those trades and
information to be included in analyst reports.

Ms. Williamson notes that bankruptcy courts generally allows the
establishment of a Screening Wall without the creditors violating
their fiduciary duties as committee members, so long as it acts
in accordance with certain information blocking procedures the
Court approved.

               Mirant Creditors' Committee Joins In

The Official Committee of Unsecured Creditors of Mirant
Corporation joins in the MAGI Committee's request to establish a
Screening Wall in its entirety.  Accordingly, the Mirant
Committee asks the Court to direct that the relief to be granted
to the MAGI Committee will also apply to the Mirant Committee
members. (Mirant Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

MOODY'S CORP: Will Present at ThinkEquity Conference on Tuesday
John Rutherfurd, Jr., President and CEO of Moody's Corporation
(NYSE: MCO), will speak at ThinkEquity Partners' Growth Conference
on Tuesday, September 16, 2003 in San Francisco.

Mr. Rutherfurd's presentation will begin at approximately 2:30 PM
Pacific Time and will be webcast live. The webcast can be accessed
at Moody's Shareholder Relations Web site at  

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

MWAM CBO: Fitch Cuts Class C-1, C-2 Notes & Preferred to BB-/B-
Fitch Ratings affirms one tranche and downgrades four tranches of
MWAM CBO, series 2001-1 Ltd.

The following tranches have been downgraded and removed from
Rating Watch Negative:

     -- Class B notes to 'A-' from 'AA';

     -- Class C-1 notes to 'BB-' from 'BBB';

     -- Class C-2 notes to 'BB-' from 'BBB';

     -- Preference shares to 'B-' from 'BB-'.

Fitch affirms the following class and removes it from Rating Watch

     -- Class A notes 'AAA'.

MWAM CBO Series 2001-1 Ltd. is a collateralized debt obligation  
managed by Metropolitan West Asset Management, LLC. The CDO was
established in January 2001 to issue $250.5 million in debt and
equity securities. Payments are made semi-annually in January and
July, and the reinvestment period ends in January 2004. According
to the July 2003 trustee report, the transaction is failing its
Fitch weighted-average rating factor test, with an actual WARF of
22 compared to a WARF trigger of 17.0.

The non-investment grade bucket is 25.5%, compared to the 10%
limitation. In addition to the $9.85 million of defaulted
collateral, the portfolio contains a number of securities whereby
default is probable. In particular, the portfolio contains
exposure to a number of distressed assets, including aircraft
leasing securitizations (5.26%), a CDO (0.25%) that has been
written-down, and a GreenTree manufactured housing limited
guarantee bond (1.54%).

The notes were placed on Rating Watch Negative on April 25, 2003.
The rating actions are based on the deterioration of the credit
fundamentals of the portfolio to the point where the risk may no
longer be consistent with the current ratings. In addition, the
current interest rate environment has placed increased pressure on
excess spread. Given the current low interest rate environment,
the terms of the interest rate swap, which were negotiated at
closing, have created a cash drain on the transaction.

To counteract this, MetWest has utilized a strategy that includes
purchasing short duration U.S. agency mortgage derivatives, such
as inverse floaters and two-tiered index bonds. These bonds
currently represent 16.21% of the portfolio. The inclusion of
these 'AAA' bonds has the effect of improving the WARF and
increasing the weighted average spread. The ratings reflect the
effect of the interest rate swap, inverse floaters and TTIBs on
cash flows in various interest rate scenarios.

Fitch will continue to monitor the performance of the CDO over
time. Fitch will focus on the credit quality of the portfolio and
in particular, the concentration of assets in the non-investment
grade category. Future downward migration in the credit quality of
the pool may warrant further review of the transaction ratings.

NATIONAL STEEL: Asks Court to Clear ICWU Memorandum of Agreement
International Chemical Workers Union Counsel, together with other
labor organizations, represents 80% of the National Steel Debtors'
workforce. Prior to the Petition Date, this workforce was
comprised of 8,000 employees.  The Debtors and ICWU have
maintained a collective bargaining relationship for decades and
have been parties to numerous collective bargaining agreements,
including various benefit programs.

ICWU has asserted that under the Collective Bargaining Agreements,
the Debtors could have a significant pension plan, legacy and
other post-employment benefits obligations for their current
employees and retirees in millions of dollars.  In addition, the
ICWU has asserted claims against the Debtors based on amounts owed
to ICWU-represented retirees.

In connection with negotiations regarding the sale of their assets
to U.S. Steel, the Debtors sought assurance from the labor unions
that if a new collective bargaining agreement with the buyer were
accomplished, they would agree to a consensual termination of the
existing Collective Bargaining Agreements.

Under the Collective Bargaining Agreements, despite entry into a
new agreement with U.S. Steel, the ICWU continued to have
significant administrative and prepetition claims against the
Debtors' estates.  The Debtors desire to minimize and settle
these claims on consensual terms if possible.

To resolve all remaining issues with the ICWU, the Debtors
entered into negotiations regarding the terms of the consensual
termination of the Collective Bargaining Agreements. Accordingly,
the Debtors sought and obtained the Court's approval of the ICWU
Memorandum of Agreement.

Critically, under the MOA, the ICWU will waive certain
administrative claims against the Debtors.  A summary of the
salient terms and conditions of the MOA provides:

(1) termination of all Collective Bargaining Agreements, any
    obligations of the Debtors related to them, and a mutual
    release of claims;

(2) transition to U.S. Steel of certain benefits and benefit
    programs, like workers' compensation and conversion
    privileges for life insurance, and the parties' cooperation
    in this process, including with respect to the transfer of
    401(k) plan assets and a pro-rata share of the VEBA --
    National Voluntary Employee Beneficiary Association;

(3) treatment of Claims incurred by employees or their eligible
    dependents before the closing date of the sale to U.S. Steel
    for medical, vision or dental services, sickness and accident
    benefits and life insurance;

(4) payment of health and life insurance benefits for retirees
    through August 31, 2003 at a cost to be paid for by the VEBA
    up to a maximum of $400,000 with the Debtors being
    responsible for the cost in excess of $400,000;

(5) COBRA continuation rights with premium costs covered by
    retirees and former employees for the period from
    September 1, 2003 to December 31, 2003 with the VEBA covering
    costs in excess of premiums up to $120,000 in aggregate for

(6) retention by the ICWU of a $65,000,000 general unsecured
    claim relating to other Post-Employment Benefit liabilities
    against the Debtors; and

(7) payment of certain actual costs and expenses incurred by the
    ICWU during the cases amounting to $55,000.

With the MOA, the Debtors are able to resolve all outstanding
issues with ICWU.  Providing for the consensual termination of
the Collective Bargaining Agreements and resolution of issues
with respect to outstanding retiree benefits, the MOA avoids the
uncertainty and costs of associated with litigation pursuant to
Sections 1113 and 1114 of the Bankruptcy Code.

The Debtors believe that it is appropriate for the estates to
reimburse certain fees and expenses of the ICWU's professionals.  
The Debtors determined that a new collective bargaining agreement
for their employees was a critical aspect of their restructuring
efforts.  Due to the size, nature, and complexity of their
business, the Debtors note that this was a difficult project
requiring substantial efforts from ICWU and their professionals.
(National Steel Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

NRG ENERGY: Seeks Open-Ended Lease Decision Period Extension
Kelly K. Frazier, Esq., at Kirkland & Ellis, in New York, reports
that the NRG Energy Debtors remain party to a single unexpired
non-residential real property lease.  The Lease was entered into
between the Debtors and the International Land Centre Limited
Partnership on May 2, 2000.  The Lease pertains to the Debtors'
corporate headquarters facility located in Minneapolis,

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Debtors
ask the Court to extend its lease decision period through and
including the confirmation of the Plan.

According to Ms. Frazier, the requested extension will give the
Debtors sufficient opportunity to complete its discussions with
International Land and to make an informed business decision
regarding whether to assume or reject the Lease.  Because the
Debtors are, and will remain, current on its obligations under
the Lease pending the rejection or assumption, the requested
extension will not prejudice International Land.

In addition, Ms. Frazier emphasizes, International Land does not
object to the requested extension.  In the event of any
postpetition payment default by the Debtors, International Land
may ask the Court to fix an earlier date by which the Debtors
must assume or reject the Lease in accordance with Section
365(d)(4).  (NRG Energy Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

NUCENTRIX BROADBAND: Case Summary & Largest Unsecured Creditors
Lead Debtor: Nucentrix Broadband Networks, Inc.
             4120 International Parkway
             Suite 2000
             Carrollton, Texas 75007
             Tel: 972-423-9494
             aka Heartland Wireless Communications, Inc.

Bankruptcy Case No.: 03-39123

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                        Case No.
     ------                                        --------
     Heartland Cable Television, Inc.              03-39124
     Nucentrix Internet Services, Inc.             03-39125
     Nucentrix Spectrum Resources, Inc.            03-39126
     Arbuckle Cablevision, Inc.                    03-39130
     Cablemaxx, Inc.                               03-39135
     Cablemaxx (Texas), Inc.                       03-39138
     Central Oklahoma Wireless Cable, Inc.         03-39139
     Country Wireless, Inc.                        03-39140
     Eastern Oklahoma Wireless Cable, Inc.         03-39141
     Great Plains Wireless, Inc.                   03-39142
     Heartland Wireless-Des Moines, L.C., Inc.     03-39143
     Heartland Wireless Illinois Properties, Inc.  03-39144
     Heartland Wireless Texas Properties, Inc.     03-39145
     Northern Oklahoma Wireless Cable, Inc.        03-39146
     Rural Wireless South, Inc.                    03-39147
     Southwest Wireless Cable, Inc.                03-39148
     Supreme Cable Metroplex, Inc.                 03-39149
     Wireless Leasing, Inc.                        03-39150

Type of Business: The Debtors provide broadband wireless Internet
                  and multichannel video services using up to 200
                  MHz of radio spectrum at 2.1 GHz and 2.5 GHz,
                  commonly referred to as Multichannel Multipoint
                  Distribution Service (MMDS) and Instructional
                  Television Fixed Service (ITFS).

Chapter 11 Petition Date: September 5, 2003

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: John E. Mitchell, Esq.
                  Josiah M. Daniel, III, Esq.
                  Todd C. Crosby, Esq.
                  3700 Trammell Crow Center
                  Vinson and Elkins, LLP
                  2001 Ross Ave. No. 3700
                  Dallas, TX 75201
                  Tel: 214-220-7700

Total Assets: $69,452,000 (as of March 31, 2003)

Total Debts: $31,676,000 (as of March 31, 2003)

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Waterford HP, Ltd.          Breach of Office Lease    $461,938
1826 A. Kramer Lane
Austin, TX 78758
Attn: K. Mark Vincent
Vial Hamilton Koch & Knox, LLP
1717 Main St, Suite 4400
Dallas, TX 75201
Tel: (214) 712-4400
Fax: (214) 712-4402

Home Box Office/            Trade Debt                $313,212
Time Warner
1100 Avenue of the Americas
New York, NY 10036-6737
John Haggerty
Tel: (212) 512-1000
Fax: (212) 512-7522

O'Melveny & Myers LLP       Legal Fees                $278,131
1650 Tyson Blvd.,
Suite 250
McLean, VA 22102
Dominick DeChiara
(212) 408-2400
Fax: (212) 408-2420

Portal Software, Inc.       Breach of Contract        $248,625

TIBCO Software, Inc.        Breach of Contract        $225,000

Gelber Organization         Contract Dispute          $188,000

MCI Worldcom                Trade Debt                $173,780

ESPN, Inc.                  Trade Debt                $125,741

World Satellite Network,    Trade Debt                 $66,827

MTV Networks                Trade Debt                 $66,028

ABC Cable Networks Group    Trade Debt                 $60,599

USA Networks                Trade Debt                 $28,273

Showtime Networks, Inc.     Trade Debt                 $27,162

Perfect 10 Satellite        Trade Debt                 $18,432

MBD Limited Partnership     Office Lease               $16,223

DSI Systems, Inc.           Trade Debt                 $14,302

Westar Property Management  Office Lease               $13,000

TXU Energy                  Trade Debt                  $9,412

Pioneer Telephone           Trade Debt                  $9,000

Southpark Investors LP      Office Lease                $8,839

Group 1 Software            Trade Debt                  $6,928

Hutton Communications,      Trade Debt                  $6,497

Discovery Communications    Trade Debt                  $5,374

Malek, Inc.                 Trade Debt                  $5,066

Davis Brothers Real Estate  Office Lease                $5,020

Frost Bank Plaza            Trade Debt                  $5,005

Cecil R. Cox                Office Lease                $4,600

City of Austin              Trade Debt                  $4,464

OG&E                        Trade Debt                  $3,633

DST Output                  Trade Debt                  $3,364

OREGON STEEL MILLS: S&P Assigns B Corporate Credit Rating
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Portland, Oregon-based Oregon Steel Mills Inc.
The outlook is negative.

In addition, Standard & Poor's assigned its 'B' rating to the
company's $305 million first mortgage notes due 2009 and its 'B+'
bank loan rating to its $65 million senior secured credit facility
expiring June 30, 2005. The facility is rated one notch above the
corporate credit rating reflecting the very strong likelihood of
full recovery of principal under a default or bankruptcy scenario.
The company has about $305 million in total debt.

Standard & Poor's withdrew its ratings on Oregon Steel in August
2003 at the company's request. "The ratings assigned today are one
notch below the previous ratings, reflecting difficult industry
conditions, weak operating results, and declining liquidity," said
Standard & Poor's credit analyst Paul Vastola.

Standard & Poor's said that its ratings reflect Oregon Steel's
declining liquidity, high input costs, aggressive capital
structure and volatile operating performance resulting from
exposure to cyclical industries, particularly the oil and gas
transmission pipeline business, as well as extremely difficult
overall industry conditions.

ORGANOGENESIS: Emerges from Chapter 11 Bankruptcy Proceedings
Organogenesis Inc., completes its court-approved reorganization
plan, allowing the company to emerge from Chapter 11 protection
and continue manufacturing and supplying Apligraf, its bilayered
skin substitute approved to heal venous leg ulcers and diabetic
foot ulcers.

Consistent with the terms of the plan, all outstanding common
stock, preferred stock and other equity interests in the company
have been cancelled and new shares of the reorganized common stock
have been issued. A new board of directors has also been

"Organogenesis has emerged from its restructuring as a leaner and
financially stronger company," said Alan Ades, Chairman and Chief
Executive Officer. "We were able to complete this restructuring
due to the cooperation and participation of our employees,
outgoing board members, new investors and stakeholders who
supported our efforts to reposition the company to compete more
effectively. Apligraf is a vital product so we are gratified that
we can continue to provide it to patients who urgently need it."

The emergence from bankruptcy is good news for doctors and
patients who have relied on Apligraf as an effective wound healing
therapy for the treatment of diabetic foot ulcers and venous leg

"The continued availability of Apligraf is exciting news for
patients with chronic wounds and for practitioners who treat these
wounds. Many patients have benefited greatly from its use," said
Dr. John Giurini, Chief of Podiatry and Co-director of the Joslin-
Beth Israel Foot Center. "Apligraf is significantly effective in
treating chronic, non-healing wounds in diabetic patients and it
is encouraging to know there will be no supply interruption."

Organogenesis has used its time under Chapter 11 protection to
restructure its business. Under the supervision of the court, the
company discharged all pre-petition claims, reduced costs and
renegotiated its relationship with Novartis Pharma AG, the former
distributor of Apligraf. As a result, Organogenesis now holds an
exclusive license to use the Apligraf trademark and has the
exclusive right to market and distribute Apligraf.

Organogenesis Inc., was the first company to develop and gain FDA
approval for a mass-produced product containing living human
cells. Apligraf, the Company's principal product, a living, bi-
layered skin substitute, has received FDA approval for the
treatment of diabetic foot ulcers and venous leg ulcers.

PETCO ANIMAL: Opens Newly Relocated Germantown, Tennessee Store
PETCO Animal Supplies, Inc. announces the grand opening of the
newly relocated Germantown, TN, store, located at 7680 Poplar
Avenue, Friday, September 12 through Sunday, September 14.  This
new store, at just under 12,000 square feet, will be almost twice
the size of the 6,529 square foot store it will replace.

The new location will not only be larger, but will also feature
the company's "Millennium Design" store format, which includes a
brighter and more open shopping experience.  The design allows
customers to be greeted by the animals, and features such popular
items as the pet bar.  This store format was based largely on
customer input.

"People in our community are really excited about this new store,"
PETCO General Manager Marti Sotak said.  "We have really loyal
customers here, and we know we are going to be able to take even
better care of them and their pets in this new PETCO."

The three-day celebration will include a Best Pet Trick and
Pet/Owner Look-A-Like Contest, as well as opportunities to learn
about PETCO services such as obedience training, pet photography
and low cost vaccinations.  And the kids won't be left out of this
celebration of pets and their people, as a clown will be present
to provide entertainment.  In addition, to demonstrate PETCO's
commitment to adoptions, Fayette County Animal Rescue will be on
hand all three days to help find loving homes for orphaned
companion animals.

As part of the effort to encourage adoptions, PETCO stores offer
Adoption Gift Booklets with savings of up to $180 on store
products and services to help people welcome their new family
member home.

The store features a small animal and reptile area, fresh and
saltwater fish aquariums, a bird area and a grooming salon.  To
find this Germantown store, or for a complete list of Grand
Opening events, visit PETCO's Web site at

PETCO (Nasdaq: PETC) is a leading specialty retailer of premium
pet food, supplies and services with a commitment to quality
animal care and education. PETCO's strategy is to offer its
customers a complete assortment of pet-related products and
services at competitive prices, with superior levels of customer
service at convenient locations, by hiring pet lovers and training
them to become counselors to our pet-loving customers. PETCO
operates more than 640 neighborhood stores in 43 states and the
District of Columbia, as well as a leading destination for on-line
pet food and supplies at  The PETCO  
Foundation, PETCO's non-profit organization, has raised more than
$13 million since inception in 1999 and helped more than 1,600
non-profit grassroots animal welfare organizations from around the

PETCO Animal Supplies' May 3, 2003 balance sheet shows a total
shareholders' equity of about $63,000 up from a deficit of about
$11 million recorded at February 1, 2003.

PG&E: USGen Wants Open-Ended Lease Decision Period Extension
USGen New England, Inc., asks the Court for more time to assume
or reject unexpired nonresidential real property leases, through
the effective date of a reorganization plan.  

Pursuant to Section 365(d)(4) of the Bankruptcy Code, if the
debtor does not assume an unexpired lease of nonresidential real
property "within 60 days after the date of the order for relief,
or within such additional time as the court, for cause, within
such 60-day period, fixes, then such lease is deemed rejected."

Due to the complex nature of USGen's business, an extension is
needed to ensure that USGen will have adequate time to ascertain
and evaluate its leases to determine which, if any, are beneficial
to the business operations and necessary to an effective
reorganization. (PG&E National Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    

PHILIP MORRIS: Says Engle Plaintiffs' Appeals Should be Nixed
The Engle plaintiffs have offered no valid legal reasons why
Florida's Third District Court of Appeal should reconsider its
decision earlier this year to overturn the $145 billion judgment
in the case and have the class decertified, according to a legal
brief filed Wednesday by Philip Morris USA and other tobacco

"The Engle class is trying to achieve by rhetoric what it cannot
accomplish by law," said William S. Ohlemeyer, Philip Morris USA
vice president and associate general counsel.

"In seeking reconsideration, the Engle plaintiffs have offered no
valid legal reasons why the Court should grant them a rehearing or
any reconsideration of its decision to overturn the judgment and
order the trial court in Miami to decertify the class.

"Florida's Third District Court of Appeal made it abundantly clear
in its ruling why the Engle judgment violated basic principles of
due process and fairness, in addition to the Florida law that
should have governed the class action case," he added.

In its 68-page opinion issued on May 21, the Court set forth in
considerable detail why the Engle case failed to meet virtually
every legal requirement for class certification; it also reversed
the $145 billion punitive-damages award in favor of the now-
decertified class and the compensatory-damage awards totaling
$12.7 million in favor of three individual plaintiffs whose claims
were tried in the second phase of the trial.

In responding to the Engle plaintiffs' request for a rehearing,
Philip Morris USA and other tobacco companies told the appellate
court that, "by making scattershot assertions that everything in
the Court's opinion is erroneous, plaintiffs confirm their
inability to establish that anything in the opinion requires
further review."

The Engle plaintiffs, through lawyers Stanley and Susan
Rosenblatt, were highly critical of the appellate court's ruling,
accusing the judges of racial bias regarding the Engle jury and
alleging that they had engaged in "judicial plagiarism" by
accepting verbatim many of the arguments of the tobacco companies
in their appeals filings.

"Plaintiffs have engaged in professional misconduct by assailing
the Court itself. Throughout their submission, plaintiffs accuse
the Court of 'plagiarism' and judicial 'dishonesty'. Their
accusations are spurious and offensive.

"The opinion on its face shows that the Court exercised
independent judgment, supporting its conclusions with detailed
case citations, case quotations and lengthy excerpts from the
trial record," the companies said in their submission, adding "a
motion for rehearing that insults the Court is not only improper
but sanctionable."

Ohlemeyer said it is clear that "the Court's decision reversing
the Engle judgment was in line with the country's legal
mainstream, which does not allow class actions in smoking and
health cases.

"The appellate court agreed with over 40 decisions by state and
federal courts across the country that have concluded the law
doesn't allow claims of smokers to be tried as class actions
because each claim must consider the circumstances unique to each

In its May 21 opinion, the Court criticized the plaintiffs' lawyer
for his conduct throughout the trial, stating: "It is obvious that
the 'runaway' jury award was largely the result of numerous
improper comments by plaintiffs' counsel directing the jury to
disregard limitations on punitive damages. The trial was book-
ended with prejudicial misconduct which incited the jury to
disregard the law because the defendants are tobacco companies."

In a summary of its decision, the Court stated "the fate of an
entire industry and of close to a million Florida residents cannot
rest upon such a fundamentally unfair proceeding."

The Engle case was filed in 1994 as a nationwide class action
consisting of smokers who had contracted diseases associated with
smoking. In 1996, Florida's Third District Court of Appeal allowed
the case to proceed as a statewide class action. However, the
Court reversed the verdicts and ordered the class decertified
after reviewing the results of the trial and other developments
since its 1996 decision.

The Engle case was conducted in two phases, with a third phase
envisioned by Miami Circuit Court Judge Robert P. Kaye if there
were plaintiffs' verdicts in the earlier phases.

Phase One began on Oct. 19, 1998, and ended on July 7, 1999, when
a six-person jury found that smoking could cause more than 20
diseases or medical conditions; that cigarettes are addictive or
dependence producing; and that tobacco companies could be assessed
punitive damages.

Phase Two began on Nov. 1, 1999, and focused on whether the
tobacco companies were liable to three individual smokers who had

On April 7, 2000, the six-person jury found in favor of plaintiffs
Mary Farnan, Frank Amodeo and the estate of Angie Della Vecchia
and awarded a total of $12.7 million in compensatory damages,
setting the stage for the punitive damages phase. Plaintiff Frank
Amodeo was also found by the jury to have sued too late.

The same six-person jury on July 14, 2000, returned a plaintiffs'
verdict assessing punitive damages of nearly $145 billion against
the cigarette makers.

Judge Kaye subsequently entered an order of final judgment against
the companies despite his own ruling that each of the estimated
700,000 class members would require individual trials, setting the
stage for the appeal to Florida's Third District Court of Appeal.

PHOENIX GROUP: Texas Court Confirms Plan of Reorganization
The Phoenix Group Corporation (OTC Pink Sheets: PXGP - News)
announced that 100% of creditors submitting allowed claims have
accepted Phoenix's plan of debt conversion and that the United
States Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, has confirmed the company's plan of

In addition, Phoenix is pleased to announce that as of the
Shareholder meeting in September, 2003, the newest additions to
their board of directors will be Robert E. Bachman, Daryl N.
Snadon, Frank L. "Duke" Yetter, Don Harkleroad, and J. Michael
Poss, who is also president of Phoenix. Ronald E. Lusk and Robert
L. Woodson, III will retain their existing board seats. Commenting
on these additions to the board of directors, Ron Lusk, chairman
of The Phoenix Group Corporation said, "We are extremely excited
that we are able to add these gentlemen to our board of directors.
Now that the reorganization plan can be effected, their business
experience will be quite valuable to us as we emerge as a new
company. The last year has been an uphill struggle for Phoenix,
but with our plan of reorganization being accepted by the
creditors and the court, as well as expanding our board with
experienced, successful business people, we are now poised for
growth. We will now go back to our original business plan, which
called for growth via acquisitions in the home healthcare and
related businesses. As we previously announced, we will apply
fresh start accounting principles to become current with our SEC
filings, allowing us to once again become a fully reporting
company. Once we become fully reporting, we firmly believe that we
will be able to attain a NASDAQ OTC listing. Our shareholders and
creditors have been very patient and supportive of our efforts on
their behalf, and we look forward to rewarding their support by
executing our business plan."

The Phoenix Group Corporation is a Delaware Corporation organized
in June 1988. Phoenix has predominately been engaged in providing
healthcare management and ancillary services to the long-term care
industry. Management of the Company has undertaken to implement a
strategic business plan to reposition Phoenix through new growth
initiatives involving targeted business acquisitions in the home
health care industry.

PILLOWTEX CORP: Asks Court to Approve $1.7MM GGST Break-Up Fee
In connection with the GGST Sale and the bidding procedures, the
Pillowtex Debtors ask the Court to approve a $1,700,000 Break-Up
Fee to be given to GGST, LLC and an expense reimbursement
aggregating to $500,000.

But in its Order, the Court modifies the bidding protections, as:  

    (1) a $1,540,000 Break-up fee; and

    (2) an expense reimbursement in an aggregate amount not to  
        exceed $500,000.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, relates that the Expense Reimbursement
and the Break-Up Fee were and are material inducements for, and
conditions of, GGST's entry into the Purchase Agreement.  
Assurance to GGST of payment of the Expense Reimbursement and the
Break-Up Fee will promote more competitive bidding.   

Furthermore, the Court orders that the Debtors' obligation to pay
the Expense Reimbursement and Break-Up Fee:

   (1) will constitute a super-priority administrative expense
       claim in the cases under Section 364(c)(1) of the
       Bankruptcy Code, secured by a first priority lien against
       any Good Faith Deposit retained by the Debtors, and

   (2) will be further payable out of the proceeds to the Debtors
       from any Sale Transaction. (Pillowtex Bankruptcy News,
       Issue No. 50; Bankruptcy Creditors' Service, Inc., 609/392-

PRIMEDEX HEALTH: Seeks Consent to Extend Defaulted Debentures
In connection with Primedex Health Systems Inc.'s default in its
obligation to redeem the $16.3 million in its outstanding 10%
convertible subordinated debentures due June 30, 2003, the Company
requested debenture holders to consent to the extension of the
debenture for an additional five years through June 30, 2008, in
return for which the Company agreed to (i) increase the annual
interest rate to 11.5%; (ii) reduce the conversion rate to $2.50;
and (iii) agree not to redeem the debentures prior to July 1,

Primedex received from the solicitation the approval of 94% of the
debenture holders responding and 96% in amount of those

Inasmuch as the approval received far exceeded the required
majority of the debenture holders in number and two thirds in
amount of those responding, the Company has filed a prepackaged
Chapter 11 Plan of Reorganization with the Bankruptcy Court in Los
Angeles, California to confirm the Plan and to approve the change
which will then bind all debenture holders. According to Primedes,
the Bankruptcy proceeding should have no other impact on the

Primedex Health Systems, Inc., Los Angeles, California
(OTCBB:PMDX), owner and operator of 57 California medical
diagnostic imaging facilities. The Company filed for Chapter 11
protection on September 4, 2003 in the U.S. Bankruptcy Court for
the Central District of California, Los Angeles (Bankr. Case No.

PRIMUS TELECOMMS: Prices $110 Million Convertible Senior Notes
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, Internet, data and hosting services, announced
the pricing of its offering of $110 million of convertible senior
notes, due September 2010, to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended. The sale of the Notes is expected to close on
September 15, 2003 and is subject to customary closing conditions.

The Notes will bear interest at the rate of 3.75% per year and
will be payable in cash semi-annually in arrears on March 15 and
September 15 of each year, with the first interest payment due on
March 15, 2004. Holders of outstanding Notes may convert their
Notes into PRIMUS's common stock at any time prior to maturity at
an initial conversion price of $9.3234 per share, which is
equivalent to an initial conversion rate of 107.257 shares per
$1,000 principal amount of Notes, subject to adjustment in certain
circumstances. The initial conversion price represents a 23%
premium to the last reported price for PRIMUS common stock on the
Nasdaq National Market on September 9, 2003. PRIMUS has also
granted the initial purchasers of this offering a 30-day option to
purchase up to an additional $22 million of the Notes.

The Company intends to use the net proceeds from this offering to
repay fully its existing 11-3/4% senior notes due August 2004 in
the principal amount of $43.6 million, to repay or repurchase
other long-term obligations, and for working capital and general
corporate purposes.

The securities offered have not been registered under the
Securities Act, or any state securities laws, and are only being
offered to qualified institutional buyers in reliance on the
exemption from registration provided by Rule 144A. Unless so
registered, the Notes and any common stock issued upon conversion
of the Notes may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act and applicable state securities laws.

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) --
whose June 30, 2003 balance sheet shows a total shareholders'
equity deficit of about $127 million -- is a global facilities-
based telecommunications services provider offering international
and domestic voice, Internet, data and hosting services to
business and residential retail customers and other carriers
located primarily in the United States, Canada, Australia, the
United Kingdom and western Europe. PRIMUS provides services over
its global network of owned and leased transmission facilities,
including approximately 250 points-of-presence throughout the
world, ownership interests in over 23 undersea fiber optic cable
systems, 19 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide. PRIMUS also has deployed a global
state-of-the-art broadband fiber optic ATM+IP network and data
centers to offer customers Internet, data, hosting and e-commerce
services. Founded in 1994, Primus is based in McLean, VA.

ROWE INT'L: Wants Court Nod to Hire Miller Johnson as Counsel
Rowe International, Inc., seeks permission from the U.S.
Bankruptcy Court for the Western District of Michigan to employ
Miller, Johnson, Snell & Cummiskey, PLC as general bankruptcy

The Debtor assure the Court that Miller Johnson has the necessary
background to deal effectively with many of the potential legal
issues and problems that may arise in the context of this chapter
11 case. The Debtor believes that Miller Johnson is both well
qualified and able to represent it in this chapter 11 case in an
efficient manner.

In this retention, Miller Johnson is expected to:

     a. advise Debtor of its rights, powers, and duties as
        debtor and debtor-in-possession;

     b. take all necessary action to protect and preserve the
        Debtor's estate, including prosecution of actions of
        Debtor's behalf, the defense of actions commenced
        against the Debtor, the negotiation of disputes in which
        Debtor is involved, and the preparation of objections to
        claims filed against the estate;

     c. assist in preparing on behalf of Debtor all necessary
        motions, allocations, answers, orders, reports, and
        papers in connection with the administration of Debtor's

     d. assist in presenting on behalf of Debtor the proposes
        plan of reorganization and all related transactions and
        any related revisions, amendments, etc.; and

     e. performing such other legal services in connection with
        this chapter 11 case as may be requested by Debtor from
        time to time.

Thomas P. Sarb, Esq., assures the Court that the members and
associates of Miller Johnson do not have any connection with or
any interest adverse to Debtor, its creditors, or any other party
in interest, and are "disinterested persons" as that term is
defined in the Bankruptcy Code.

The Debtor reports that it paid Miller Johnson a $75,000 retainer
for professional services to be rendered and expenses to be
charged by Miller Johnson in connection with its representation of
Debtor. Miller Johnson will apply the Retainer to pay any fees,
charges and disbursements in connection to this engagement.  Mr.
Sarb does not disclose the current hourly rates that his firm will
charge the Debtor but reports that during the three-month period
prior to the Petition Date, the Debtor paid the firm $230,000 for
fees and expenses incurred prior to the Petition Date. This amount
already includes the $75,000 retainer.

Headquartered in Grand Rapids, Michigan, Rowe International, Inc.,
manufactures commercial and home CD jukeboxes. The Company filed
for chapter 11 protection on August 29, 2003 (Bankr. W.D. Mich.
Case No. 03-10537). The Debtor listed estimated assets of more
than $10 million and estimated debts of more than $100 million in
its petition.

ROYAL & SUNALLIANCE: S&P Knocks BB+ Ratings Off CreditWatch
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Royal & Sun Alliance Insurance
PLC's (R&SAIP;A-/Negative/A-2) U.S. insurance operations to 'BB+'
from 'BBB-' and removed them from CreditWatch.

Standard & Poor's also said that the outlook on RSA USA is

"The ratings were lowered to reflect Standard & Poor's view that
RSA USA's ongoing businesses could potentially be sold in the near
term," explained Standard & Poor's credit analyst Frederick
Loeloff. "In addition, the managed run-off of its discontinued
business lines will remain an earnings and liquidity drag for both
RSA USA and, indirectly, Royal & Sun Alliance Insurance Group

R&SAIP is the main operating company of R&SA. The ratings had been
placed on CreditWatch following R&SA's announcement that it
intends to strengthen its U.S. reserve position by at least about
$600 million (pretax) in the third quarter of 2003 and that it is
actively considering a range of options with respect to its
remaining U.S. businesses.

The RSA USA units designated as ongoing businesses will function
within their normal capacity. However, expectations are that
prospective loss-payment frequency/severity on modest premium
collections and a declining invested asset base will place both
operational and capital-management pressures on RSA USA's
operations and remain a primary cause for deteriorating liquidity
in the near term. In addition, the prospective marginal support
that R&SA has committed to provide RSA USA to maintain risk-based
capital requirements in line with statutory requirements (2.0x)
will leave the U.S. operations little or no cushion to generate
investment earnings to offset potential prospective operational
risk or adverse loss development.

Standard & Poor's will remain in discussions with RSA USA--along
with R&SA management--concerning their plans for RSA USA's ongoing
businesses and capital/risk-management strategies needed to
support the U.S. operations' ongoing business and related managed

ROYAL IMDEMNITY: S&P Lowers Ratings on Four Related CMBS Deals
Standard & Poor's Ratings Services lowered its ratings on four
CMBS securities and removed them from CreditWatch with negative
implications. The previous CreditWatch placements occurred
Sept. 5, 2003, at which time all four transactions were
downgraded. The rating outlook for each security is negative.

The actions reflect the fact that the ratings on each security are
dependent upon the financial strength rating of Royal Indemnity
Co., which was lowered today to 'BB+' from 'BBB-' and removed from
CreditWatch negative. The outlook on Royal is negative.
                 Banc of America Large Loan Inc.
      Commercial mortgage pass-through certs series 2001-WBM
        Series    To                 From
        A         BB+/Neg            BBB-/Watch Neg

             CVS Credit Lease Pass Through Certificates
        Class    To                 From
        A2       BB+/Neg            BBB-/Watch Neg
                Short Term Asset Receivables Trust
        Net lease pass-through certs series BC 2000A
        Class    To                    From
        Certs    BB+/Neg            BBB-/Watch Neg

                North First Credit Lease Trust 2001-CTL1
                Credit lease-backed pass-through certs
        Class    To                    From
        Certs    BB+/Neg            BBB-/Watch Neg

SAFETY-KLEEN: Resolves All Disputes with Zachry International
Michael W. Yurkewicz, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, relates that the Reorganized Safety-
Kleen Debtors has resolved its multifarious and multi-forum
disputes with H. B. Zachry Company (International), specifically:

       (1) Zachry's claims against Safety-Kleen Envirosystems
           Company of Puerto Rico, Inc.; and

       (2) the outstanding litigation between the parties in
           Puerto Rico and the United States.

                              The Contract

On September 29, 1999, Zachry and SKE signed a contract whereby
Zachry agreed to build a dike and related improvements around a
plant owned by SKE in Manati, Puerto Rico.  The Puerto Rico
Facility specializes in recycling of industrial solvents used by
businesses in and around Puerto Rico and the Caribbean.

After the Petition Date, Zachry suspended its performance under
the Zachry contract and refused to complete and deliver to SKE the
certified "as built" drawings and construction survey for which
SKE had contracted.

On October 21, 2000, Zachry filed claim no. 6368 against SKE for

                        The Rejection Motion

Following a review of SKC's business relationship with Zachry and
the economic impact on SKE's estate in continuing the
relationship, the Debtors determined to reject the contract with
Zachry.  As part of this decision, the Debtors were able to
procure the remaining services that Zachry was to provide under
the Contract at substantially reduced costs.  On November 30,
2001, SKE sought to reject the Zachry contract, to which Zachry
objected.  Zachry asserted that, if SKE rejected the contract, SKE
would not be able to obtain a use permit for the Puerto Rico
Facility, and therefore would not be able to operate the Puerto
Rico Facility under applicable law.  Zachry asked Judge Walsh to
compel SKE to assume the contract and pay Zachry the $1.8 million
it was owed.

                     The Puerto Rico and U.S. Suits

Zachry brought an adversary proceeding in the Bankruptcy Court
against SKE, and a civil action against CMA in the United States
District Court for the District of Puerto Rico.  In these actions,
Zachry sought a declaratory judgment with respect to:

       (a) whether a use permit was required for the dyke at the
           Puerto Rico Facility; and

       (b) whether Zachry's certification was required to obtain
           that permit.

Because the Puerto Rico Litigation affected SKE's rights, SKE
intervened in the Puerto Rico Litigation.

All of this litigation involved common legal issues requiring
interpretation of Puerto Rico law and regulations, and their
application to the facts.  Accordingly, SKE and Zachry agreed to
resolve the common issues relating to Puerto Rico law and
regulations before the appropriate judicial forum in Puerto Rico
before continuing any litigation relating to the Delaware
Litigation or the Rejection Motion.

Mr. Yurkewicz reminds Judge Walsh that SKE submitted, and Judge
Walsh approved, a stipulation and agreed order between SKE and
Zachry continuing the Delaware Litigation and the hearing on the
Rejection Motion.

               The Plan Objection and Resolution

In April 2003, Zachry objected to the Plan, asserting that the
Debtors were seeking to deem the Zachry contract rejected under
the Plan, notwithstanding the Contract Rejection Stipulation.  
Therefore, in July 2003, SKE and Zachry avoided yet another
confrontation by agreeing that the Zachry contract would not be
deemed rejected by operation of any provision of the Plan or
confirmation order, that the Delaware Litigation and the Rejection
Motion would continue to be adjourned until the Common Issues were
determined by an appropriate forum in Puerto Rico or otherwise
consensually resolved, and that after a final judgment was issued
resolving the Common Issues, the parties would return to the
Bankruptcy Court for a determination of the Rejection Motion and
the Delaware Litigation.  Upon what was essentially an affirmation
of status quo, Zachry withdrew its objection.

                        The Settlement

The parties have now reached a global settlement concluding and
resolving all of these disputed matters.  The significant terms of
the settlement are:

       (1) Delivery of "As Built" Drawings.  Zachry will deliver
           to SKE the contractors' use permit certification and
           the "as built" drawings as they currently exist for
           the Puerto Rico Facility, including any reasonably
           necessary and readily available supporting

       (2) Cooperation.  Zachry will participate by telephone in
           necessary meetings and cooperate with SKE and/or CMA
           to explain and otherwise assist SKE and/or CMA in
           addressing any issues raised by Zachry's certification

       (3) Payment.  SKE will pay Zachry $300,000 in full  
           satisfaction of its claims against SKE.  Other than
           the $300,000 payment, Zachry will receive no  
           distribution in the Chapter 11 cases of any of the

       (4) Rejection of Contract.  Upon (i) SKE's $300,000
           payment to Zachry, and (ii) Zachry's delivery of
           certain documents to SKE, the Zachry contract will
           be rejected under Section 365 of the Bankruptcy Code;

       (5) Mutual Release.  Mutual releases will be granted by
           Zachry and the Debtors relating to or arising out of
           the Zachry Litigations;

       (6) Dismissal of Litigation.  SKE and Zachry will move to
           dismiss the Zachry Litigations with prejudice; and

       (7) Claim Expunged.  The Zachry Proof of Claim will be
           deemed expunged.

In the negotiations leading to the settlement, the Debtors
evaluated the relative strengths of the parties' legal positions,
the likelihood that SKE would need to assume the Zachry contract
for its future operations, and the costs and risks of continued
litigation of these disputes in multiple forums.  As a result, the
Debtors concluded that the settlement is beneficial because they
can now obtain the use permit at a fraction of the original cost,
reject the Zachry contract, and resolve the Zachry Litigation.
(Safety-Kleen Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    

SAMSONITE CORP: Second Quarter Net Loss Slides-Up to $15 Million
Samsonite Corporation (OTC Bulletin Board: SAMC) reported revenues
of $192.2 million, operating income of $18.7 million and net loss
to common stockholders of $15.2 million for the quarter ended
July 31, 2003.

These results compare to revenue of $187.1 million, operating
income of $20.3 million and net loss to common stockholders of
$11.6 million for the second quarter of the prior year. Preferred
stock dividends of $12.9 million for the current quarter and $10.5
million for the prior year are reflected in the net loss to common

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization, and minority interest, adjusted to
exclude restructuring provisions and expenses and to include
realized hedge gains), a measure of core business cash flow, was
$22.5 million for the quarter compared to $24.2 million in the
second quarter of the prior year.

Revenues for the six months ended July 31, 2003 were $354.1
million compared to revenues of $347.6 million during the same
six-month period in the prior year. Operating earnings for the
first six months of the year were $29.1 million compared to $22.8
million during the prior year. Operating earnings in the prior
year reflect $2.5 million of provisions for restructuring and
asset impairment and restructuring related expenses of $3.1
million included in cost of sales and selling, general and
administrative expenses.

Net loss to common stockholders for the first six months of the
year was $30.8 million versus a net loss of $33.9 million during
the prior year. Net loss to common stockholders includes charges
of $24.5 million in the current year and $20.7 million in the
prior year for preferred stock dividends. Adjusted EBITDA for the
first six months of the current year was $37.3 million versus
$36.5 million for the same period in the prior year.

Chief Executive Officer, Luc Van Nevel, stated: "The second
quarter continued to be affected by slow economic conditions
throughout the world. Europe's sales in local currency were down
6% from the prior year and were adversely affected by recessionary
conditions in some of the major European markets; Asian sales were
off 23% primarily because of the effects on travel of the SARS
outbreak; and sales in the Americas were off 3%. Luggage and
travel-related product sales throughout the world were adversely
affected in various degrees by the war in Iraq and the SARS
outbreak. While reported revenues show an increase from the prior
year, this is due to the effect of the strong euro currency
compared to the prior year which caused consolidated sales to
increase by approximately $16.8 million for the quarter and $31.1
million year-to-date."

Chief Financial Officer, Richard Wiley, commented: "Considering
economic conditions in major markets, the Company's performance
for the quarter met expectations. Travel-related business
continued to be negatively impacted by the Middle East situation
and the impact on travel of the SARS virus outbreak.

"Mitigating the weakness in sales caused by these demand factors,
the Company's fixed operating expenses are significantly lower
because of our restructuring efforts as are our variable product
costs. While not yet reflected in operating results, the
completion of the recapitalization effort at quarter-end further
lowered fixed costs going forward by reducing debt and retiring
the 13-7/8% preferred stock issuance. The recapitalization of the
Company significantly strengthens the Company's competitiveness
during difficult economic periods."

Samsonite (S&P, B Corporate Credit and CCC+ Subordinated Debt
Ratings) is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under brands
and SAMSONITE(R) black label.

SEMINIS INC: Proposed $250M Sr Sec. Credit Gets S&P's BB- Rating
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Seminis Inc., the parent guarantor of fruit and
vegetable seed manufacturer and distributor Seminis Vegetable
Seeds Inc. At the same time, Standard & Poor's assigned its 'BB-'
rating to Seminis Vegetable Seeds' proposed $250 million senior
secured credit facilities and a 'B-' rating to the company's
proposed $190 million senior subordinated notes due 2013.

The majority of the proceeds will be used to refinance existing
senior secured credit facilities and other indebtedness. The
senior secured credit facilities comprise a $60 million, five-year
revolving credit facility maturing in 2008, which includes a $10
million sublimit for letters of credit, and a $190 million term
loan maturing in 2009. These are secured by substantially all of
the company's assets, including the valuable vegetable and fruit
germplasm bank.

Standard & Poor's estimates that the company will have about $434
million of lease-adjusted total debt outstanding at closing, which
is expected in late September of 2003.

The outlook on Seminis is stable.

"The ratings reflect Seminis' high debt leverage, weak credit
ratios pro forma for the issue of the credit facilities, and
recent financial difficulties caused by excessive inventories,"
said Standard & Poor's credit analyst Ronald B. Neysmith. "These
factors are partially mitigated by Seminis' good market position
in the global fruit and vegetable seed industry, strong brand
equity, diverse customer base, and high barriers to entry into the

Seminis competes within the fragmented $2.3 billion vegetable seed
sector, but is the largest player within the industry, with a
market share of approximately twice that of the nearest competitor
at about 19% worldwide. The company's seeds are marketed under
four full-line brands: Seminis, Asgrow, Petoseed, and Royal Sluis
as well as five specialty and regional brands. Seminis' brands
have had good acceptance globally with the majority of the seed
varieties holding either a No. 1 or No. 2 market position.
Customer diversity is good with about 16,000 customers in more
than 150 countries.

Controlling inventory levels will be the firm's greatest operating
challenge. Historically, high inventory levels have had the
greatest negative impact on operating profitability, as the
company has traditionally overproduced seeds ahead of selling
season and been forced to write off old inventory. In fiscal 2000,
the company implemented an optimization program and as a result
has reduced inventory write-offs to about $17 million annually
versus a historical level in excess of $50 million annually.

On May 30, 2003, Fox Paine & Company and the management of Seminis
Vegetable Seeds Inc. signed a definitive agreement to acquire
Seminis Inc. in a transaction valued at approximately $688
million. Fox Paine has agreed to invest up to $241.3 million of
cash for an ownership interest of 91% of the primary shares before
dilution from the exercises of certain options and warrants;
management has agreed to roll over their equity interest for the
remaining share.

SK GLOBAL: Agrees to Remove Bank One Frozen Account to Wachovia
Prior to the Petition Date, SK Global America Inc., deposited
funds in Account No. 707002380 located at Bank One's Chicago,
Illinois branch.

On April 7, 2003, Kookmin Bank, New York Branch commenced an
action by filing a motion for summary judgment in lieu of
complaint against the Debtor and the Debtor's Parent, SK Global
Co., Ltd., in the New York State Supreme Court, New York County,
seeking money judgment in connection with certain loans made to
the Debtor for $20,000,000.  

Subsequently, Kookmin commenced another action in the Circuit
Court for Cook County, Illinois on April 22, 2003, and filed a
complaint and a motion seeking an attachment order authorizing
the Sheriff of Cook County, Illinois to attach up to $20,000,000
in the Bank One Account to secure payment of a judgment in
Kookmin's favor.  That same day, the Illinois Court granted the
Attachment Motion and issued the Kookmin Attachment Order.  Bank
One was thereafter served with the Kookmin Attachment Order.

The New York State Supreme Court granted the Kookmin Summary
Judgment Motion on May 13, 2003, and issued a $20,000,000 money
judgment, plus accrued interest, against the Debtor and its
parent SK Global Co., in Kookmin's favor.

Kookmin and the Debtor then entered into a Terms of Agreement,
dated June 24, 2003, and an Agreed Order, dated June 25, 2003,
under which Kookmin agreed to forbear from further enforcement of
the Judgment.  The next day, the Illinois Court executed and
entered the Agreed Order, which also incorporated by reference
the Terms of Agreement.

On April 17, 2003, Korea Exchange Bank, New York Branch commenced
an action against the Debtor and SK Global in the New York State
Supreme Court seeking to recover a money judgment for certain
loans made to the Debtor for $70,000,000.  As a result, the New
York State Supreme Court directed the Debtor to maintain at least
$50,000,000 in the Bank One Account.

Pursuant to the State Court Orders -- the KEB Order and the
Kookmin Attachment Order -- Bank One placed a freeze on the Bank
One Account, prohibiting the Debtor from reducing the funds held
to not less than $70,000,000.

The funds in the Bank One Frozen Account constitute property of
the Debtor's estate pursuant to Section 541(a) of the Bankruptcy
Code, and the Debtor desires to use those funds in the ordinary
course of its business operations to pay postpetition wages,
salaries, insurance premiums and other necessary operating
expenses, all of which are necessary to the continued operation
of its business.

Under the July 25, 2003 Interim Order authorizing the Debtor to
continue using its existing cash management system and bank
accounts, unless Bank One is approved by the U.S. Trustee for the
Southern District of New York as an Authorized Bank Depository
for the Southern District of New York, the Debtor must transfer
all funds held in its accounts at Bank One, including the Bank
One Frozen Account, to an Authorized Bank.  However, Bank One
notified the Debtor that it would not seek to qualify as an
Authorized Bank.  In turn, the Debtor advised Bank One that it
has established an account at Wachovia Bank, which is an
Authorized Bank, and seeks to transfer the Frozen Account funds

Bank One expressed its approval of the arrangement and informed
the Debtor of its willingness to remove the Freeze and transfer
the funds in the Bank One Frozen Account to Wachovia Bank under
certain terms and conditions.

Accordingly, the Debtor and Bank One stipulate and agree that:  

   (a) Bank One will remove the Freeze and wire transfer the
       funds in all of the Debtor's accounts maintained at Bank
       One, including the Bank One Frozen Account, to the
       Debtor's Account No. 2000003536980 at Wachovia Bank.  The
       Debtor will provide Bank One with wire transfer

   (b) After the transfer, the Debtor will have use of the funds
       in the Wachovia Account to pay its necessary operating
       expenses, subject to:

       -- the Debtor's rights and responsibilities as a debtor-
          in-possession; and

       -- any Court Order;

   (c) The Debtor will seek approval of these provisions by the
       Court, on notice to Kookmin, Korea Exchange Bank, the U.S.
       Trustee, the Debtor's twenty largest unsecured creditors,
       and any party having filed a notice of appearance in SK
       Global's case; and

   (d) Bank One will be released from any liability to the Debtor
       for implementing the Freeze or for any alleged violation
       of the Bankruptcy Code for maintaining the Freeze.

The Debtor asks Judge Blackshear to approve the Stipulation. (SK
Global Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

SOLUTIA INC: Ala. District Court Approves Global PCB Settlement
Solutia Inc. (NYSE: SOI) (Fitch, B- Senior Secured Bank Facility
and CCC Senior Secured Notes Ratings, Negative) announced court
approval of final agreements implementing the settlement of the
Abernathy and Tolbert PCB cases against the company in Alabama.
Preliminary agreement on the resolution of these cases was
announced on
Aug. 20, 2003.

"We are glad to reach the final step in this lengthy process and
are appreciative of all the hard work by all parties to reach this
day," said John C. Hunter, chairman and chief executive officer.

Representatives for all parties worked the past three weeks
developing the final documents, which were approved by The
Honorable U.W. Clemon, Chief Judge, United States District Court
for the Northern District of Alabama yesterday and The Honorable
R. Joel Laird, Jr., State Circuit Judge, Calhoun County, Alabama
late this afternoon.

The cash settlement totals $600 million, with Solutia's $50
million portion to be paid over time commencing in August 2004.  
Approximately $160 million of the cash settlement will be provided
through the settling companies' commercial insurance.  The
remaining approximately $390 million will be provided by Monsanto.  
In addition, as part of the settlement, Solutia arranged for a
broad array of community health initiatives for low-income
residents of Anniston and Calhoun County to be undertaken by
Pfizer Corporation.  These programs will be of substantial value
to the Anniston community.

For more information on Solutia's cleanup efforts, or its economic
and community activities in Anniston, visit

Solutia -- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day.  Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products  
including high-performance polymers and fibers.

TECHNEST HOLDINGS: Liquidity Issues Raise Going Concern Doubt
Technest Holdings Inc. has sold off most of its assets to fund its
limited operations including payment of professional fees so as to
continue to comply with Exchange Act of '34 Reporting Requirements
and on going operations. The Company has also written down all
investments and is in the process of closing all operations until
it finds an operating company to acquire or merge with. It
continues to monitor the investments that are in its investment
Portfolio. The Company's objective is to maintain good standing
while they explore a corporate and entity growth through merger
and/or acquisition. Whether the Company is able to sell the
remaining assets or not it believes to have exhausted all current
sources of capital and also believes that it is highly unlikely
that it will be able to secure additional capital that would be
required to undertake additional steps to continue operations as
heretofore existed.

The Company has a working capital deficiency at June 30, 2003 of
approximately $227,000 and recorded net losses from operations for
the first six months of 2003 of approximately $88,000. This raises
substantial doubt about the Company's ability to continue as a
going concern. The Company's continued existence is dependent on
its ability to obtain additional debt or equity financing and to
generate profits from operations. The Company is continuing to
pursue additional equity and debt financing. There are no
assurances that the Company will receive additional equity and
debt financing.

TENNECO AUTOMOTIVE: Appoints Kenneth R. Trammell as New CFO
Tenneco Automotive (NYSE: TEN) announced that Kenneth R. Trammell
has been named senior vice president and chief financial officer.
He was the company's vice president and controller and has been
serving as interim CFO since July of this year.  The appointment
is effective immediately.

Mr. Trammell has served as Tenneco Automotive vice president and
controller since November 1999 when the company became a stand-
alone entity. He joined Tenneco Inc. in 1996 as assistant
controller and was promoted to corporate controller the following
year.  Since joining Tenneco, he has been responsible for
financial and operational accounting, financial reporting,
planning and analysis and all audit functions.  In addition, since
1996, Mr. Trammell has had a key part in several strategic
transactions completed by Tenneco Inc., including the one that
created Tenneco Automotive as a stand-alone company.

"Ken has played an integral role in establishing and leading a
very effective corporate finance organization worldwide and I am
extremely pleased to promote him to this key leadership position,"
said Mark P. Frissora, chairman and CEO, Tenneco Automotive.  "He
brings exceptional depth of experience in all areas of finance,
outstanding strategic planning skills and strong leadership
abilities to the CFO position."

Prior to joining Tenneco Inc., Mr. Trammell was with Arthur
Andersen LLP for 12 years where he was responsible for audits and
consultation on mergers, acquisitions and divestitures for the
firm's corporate clients.

Mr. Trammell, 42, holds a bachelor's degree in accounting from the
University of Houston and earned his CPA certificate in Texas.  He
is also a member of the Financial Executive International
Committee on Corporate Reporting, a group of Fortune 500
controllers that monitors, reviews and establishes positions on
financial accounting directives.

Ken Trammell is on the company's senior management team and will
report to Chairman and CEO Mark Frissora.

Mr. Trammell resides in Lake Forest, Illinois with his wife and
two daughters.

Tenneco Automotive is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are Sensa-
Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(R) vibration
control components.

                         *     *     *

                         Ratings Status

As reported in Troubled Company Reporter's June 5, 2003 edition,
Fitch Ratings affirmed Tenneco Automotive Inc.'s senior secured
bank debt at 'B+' and subordinated debt at 'B-'. In addition,

Fitch assigned a rating of 'B' to the $300 million senior secured
notes to be issued under 144A, with silent second lien, due in

Meanwhile, as previously reported, Standard & Poor's Ratings
Services revised its outlook on Tenneco Automotive Inc. to stable
from negative. At the same time, Standard & Poor's assigned its
'CCC+' rating to TEN's offering of $300 million senior secured
notes, with a second lien, due in 2013 (144A with registration

The outlook revision reflects Lake Forest, Illinois-based TEN's
improved credit-protection measures achieved in the past year and
enhanced liquidity stemming from the pending issuance of the $300
million senior secured notes.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on TEN and its other ratings.

TOM BROWN: S&P Assigns Speculative Grade Credit & Debt Ratings
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Tom Brown Inc.

At the same time, Standard & Poor's assigned its 'BB-'
subordinated debt rating to Tom Brown's proposed $225 million
senior subordinated notes due 2013, and its preliminary 'BB'
senior unsecured debt and preliminary 'BB-' subordinated debt
ratings to Tom Brown's $500 million shelf registration to sell
debt securities, preferred and common stock, depository shares,
and other securities.

The outlook is stable. Denver, Colorado-based Tom Brown had
approximately $544 million of debt outstanding as of
June 30, 2003.

"The ratings on Tom Brown reflect the risks posed by its
participation in the fiercely competitive, volatile, and capital
intensive exploration and production segment of the oil and gas
industry, slightly worse than average finding and development
costs that, if continued, would require average or stronger prices
to ensure sufficient cash flow for reserve replacement, and its
acquisitive growth strategy," said Standard & Poor's credit
analyst Paul Harvey.

"Mitigating these risks at the current rating level are the
company's relatively strong financial profile, competitive cash
production costs, and good reserve life," added Mr. Harvey.

The stable outlook reflects the expectation that Tom Brown will
maintain moderate financial leverage, while continuing a capital
expense program that limits exploration drilling to roughly 25% of
spending. Acquisitions should be financed in a balanced manner.

The proposed subordinated note offering, along with an expected
common equity offering of roughly $150 million, will be used to
refinance an existing bridge loan used to finance Tom Brown's
recent acquisition of Matador Petroleum Corp. The current ratings
on Tom Brown assume the successful completion of both proposed
debt and equity offerings.

Denver, Colorado-based Tom Brown is a medium-sized independent
exploration and production company with pro forma year-end 2002
proved reserves of 1.02 trillion cubic feet equivalent (cfe),
which was 89% natural gas and 73% proved developed, including the
recently closed acquisition of Matador Petroleum.

TOP-FLITE GOLF: Callaway Golf Names Bob Penicka President/COO
Callaway Golf Company (NYSE:ELY) announced that Bob Penicka will
be appointed as President and Chief Operating Officer of Top-
Flite(R) Golf Company, a wholly-owned subsidiary of Callaway Golf,
upon the completion of the acquisition of Top-Flite's assets later
this month. Mr. Penicka, 41, who joined Callaway Golf in 1997, had
most recently been Executive Vice President of Manufacturing in
golf club and golf ball operations since June of 2001.

Callaway Golf received approval from the U.S. Bankruptcy Court in
Wilmington, Delaware, to acquire the assets of Top-Flite Golf
Company on September 4, 2003. Closing is expected to occur near
the middle of September.

"This is a logical transition for an experienced Callaway Golf
leader," said Ron Drapeau, Chairman, President and CEO of Callaway
Golf. "As a key member of our senior management team, Bob has
demonstrated his knowledge of the industry and his ability to take
on new challenges. I am confident that he and the rest of the Top-
Flite management team will maximize our opportunities with this

"I am honored to take on the new responsibilities of President and
COO for the Top-Flite subsidiary," Mr. Penicka said. "I welcome
the opportunity to work with the dedicated and talented team of
professionals at Top-Flite to build on the great tradition of the
Company and on the powerful Top-Flite brands."

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

The Top-Flite Golf Company, formerly part of Spalding Sports
Worldwide, is the world's largest golf ball manufacturer. It is
the first U.S. manufacturer of golf balls, dimpled golf balls,
two-piece golf balls, multi-layer golf balls, and American-made
golf clubs. Under The Top-Flite Golf Company umbrella are the TOP-
FLITE, STRATA and BEN HOGAN brands. Top-Flite Golf filed for
Chapter 11 protection on June 30, 2003 in the U.S. Bankruptcy
Court for the District of Delaware (Lead Bankr. Case No. 03-

TWINLAB CORP: Gets Interim Nod for $35 Million DIP Financing
Twinlab Corporation (OTCBB: TWLBE), Twin Laboratories Inc. and
Twin Laboratories (UK) Ltd. announced that the United States
Bankruptcy Court for the Southern District of New York granted
critical "first-day motions" submitted in conjunction with the
Company's September 4, 2003 filing of voluntary cases under
chapter 11 of the Federal Bankruptcy Code.

The Company's voluntary petitions are pending before the Honorable
Cornelius Blackshear and are being jointly administered under Case
No. 03-15564 (CB). The Company filed first-day motions as a
proactive step to preserve its normal business operations, during
the chapter 11 process, to the maximum extent possible. Final
hearings on certain motions, and the hearing to approve the
bidding and sale procedures and other administrative matters, will
be addressed in the near future.

The Company remains in possession of its assets and properties and
continues to operate its businesses and manage its properties as a
debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Federal Bankruptcy Code. The Company announced that it has entered
into an asset purchase agreement with IdeaSphere, Inc. of Grand
Rapids, Michigan pursuant to which the Company will sell
substantially all of its assets. The sale is being conducted
pursuant to section 363 of the Federal Bankruptcy Code and, as
such, remains subject to mandatory bankruptcy procedures and the
approval of the Bankruptcy Court. The sale is also subject to
satisfaction of other standard and customary conditions, including
the receipt of regulatory approvals.

The Company also announced that it has obtained interim approval
from the Bankruptcy Court to access up to $8.8 million of a new
$35 million debtor-in-possession financing facility provided by
The CIT Group/Business Credit, Inc., as agent for a lender group.
Funds from this facility will now be available to the Company,
along with its cash flow from operations, to help fund its
operations during the chapter 11 process. A final hearing to allow
use of the full $35 million debtor-in possession facility is
scheduled for September 25, 2003.

Additional Twinlab information is available on the World Wide Web

UNITED AIRLINES: Inks Court-Approved Pact with SkyWest Airlines
SkyWest Airlines, a subsidiary of SkyWest, Inc. (Nasdaq: SKYW),
announces that the Memorandum of Understanding signed with United
Airlines on May 30, 2003, has been converted to a definitive
agreement which has been approved by the SkyWest Board of
Directors, United Airlines, and the U.S. Bankruptcy Court.

SkyWest was the first regional airline to sign a MOU for growth
aircraft with United, and SkyWest is now the first regional
airline to complete a court approved agreement.

The agreement between SkyWest and United is a long-term, 11-year
contract, which includes multi-year fixed rate adjustments for
SkyWest's United Express contract flying. The agreement is similar
in nature to the previous agreement and provides for a base margin
and performance based incentives.

The agreement calls for SkyWest to more than double its regional
jet fleet over the next five years, which SkyWest management
believes will represent the largest growth opportunity afforded
any regional airline currently doing business with United. Under
the terms of the definitive agreement, SkyWest has agreed to
operate a fleet of 140 aircraft, including 55 turbo-prop aircraft,
currently serving the United Express fleet, 50, 50-seat regional
jet aircraft which are scheduled to be in service by the end of
2003, and 30, 70-seat regional jets that are scheduled to be
serving United Express routes by summer 2005. Delivery of the new
70-seat jets is slated to begin in January of 2004. Additionally,
the agreement includes a significant number of options, which are
expected to be a mix of 50 and 70-seat regional jets and will be
determined by United at a later date.

"The agreement represents the culmination of many cooperative
efforts between SkyWest and United since United entered bankruptcy
protection in December 2002," said Bradford R. Rich, Executive
Vice President, Chief Financial Officer and Treasurer of SkyWest.
"In addition, we believe this agreement is unprecedented in our
industry and offers us significant long-term growth opportunities
that will greatly benefit SkyWest and our shareholders. We also
believe the agreement will greatly benefit United as we are
offering them a high quality, economic product designed to help
them achieve their financial objectives."

Currently SkyWest operates more than 670 daily flights to 63
cities as United Express out of hubs in Denver, Los Angeles,
Portland, San Francisco, and Seattle. The contract will provide
SkyWest with new opportunities in United's Chicago hub as well as
expanded service in the Denver market.

SkyWest Airlines is the nation's largest independently operated
regional carrier and carried 8.23 million passengers last year.
The US Department of Transportation has recognized SkyWest as the
number one on-time airline in the United States five out of the
last six months.

SkyWest operates as United Express, Continental Connection and
Delta Connection carriers under marketing agreements with United
Airlines, Continental Airlines and Delta Air Lines, respectively.
SkyWest serves a total of 103 cities in 28 states and two Canadian
provinces and has more than 1,100 daily departures.

Information on SkyWest can be accessed at

UNITED AIRLINES: HSBC Seeks Stay Relief to Access LA Const. Fund
HSBC Bank USA, in its capacity as successor trustee between the
California Statewide Communities Development Authority and Chase
Manhattan Bank and Trust Company, asks Judge Wedoff to hold that
either the automatic stay is not applicable or is modified so it
can exercise its set-off rights.  HSBC wants to apply and
disburse trust funds that it holds in a Construction Fund for the
benefit of the bondholders of the California Statewide
Communities Development Authority Special Facilities Revenue
Bonds, Series 1997 (United Air Lines, Inc. -- Los Angeles
International Airport Projects) issued on November 1, 1997 for
$190,240,000.  The Bonds were issued to finance the construction,
modification and expansion of buildings at Los Angeles
International Airport.

Harold L. Kaplan, Esq., at Gardner, Carton & Douglas, asserts
that the money in the Construction Fund is not property of
United's estate because it is held in trust for the benefit of
the Bondholders.  United has no equity in the money.  The Bonds
are secured by a pledge and assignment to the Trustee securing
payment of principal and interest on the Bonds.

On April 1, 2003, United defaulted on its payment installment.  
Since an event of default occurred, HSBC has a perfected lien on
the money in the Construction Fund to secure payment of the Bonds
in accordance with the Trust Agreement.

Mr. Kaplan reminds the Court that HSBC already exercised its
rights on certain reserve accounts before.  HSBC now seeks to
exercise its rights with respect to the Construction Funds.  As
of the Petition Date, about $37,000,000 was held by HSBC on
deposit in the Construction Fund.  About $190,240,000 in
principal remained outstanding on the Bonds. (United Airlines
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

URSTADT BIDDLE: Reports Improved Third Quarter Financial Results
Urstadt Biddle Properties Inc. (NYSE:UBA and UBP), a real estate
investment trust, announced its third quarter and first nine
months financial results for the periods ended July 31, 2003.

Diluted funds from operations for the quarter ended July 31, 2003
increased to $7,283,000 or $0.27 per Common share and $0.30 per
Class A Common share on higher shares outstanding compared to
$5,209,000 or $0.25 per Common share and $.28 per Class A Common
share in the third quarter of fiscal 2002. Net income applicable
to Common and Class A Common stockholders for the quarter was
$4,527,000 or $0.17 per diluted Common share and $0.19 per diluted
Class A Common share, compared to $2,958,000, or $0.15 per diluted
Common share and $0.16 per diluted Class A Common share in the
corresponding three month period last year.

For the first nine months of fiscal 2003, diluted FFO increased to
$20,792,000 or $0.76 per Common share and $0.84 per Class A Common
share from $15,098,000 or $0.80 per Common share and $0.88 per
Class A Common share for the same period in fiscal 2002. Net
income applicable to Common and Class A Common stockholders for
the first nine months of fiscal 2003 was $12,920,000 or $0.48 per
diluted Common share and $0.54 per diluted Class A Common share
compared to $12,081,000 or $0.65 per diluted Common share and
$0.72 per diluted Class A Common share, for the same period last
year. Net income in the nine-month period in fiscal 2002 included
a gain of $3,071,000 on the repurchase of a portion of the
Company's Series B preferred shares last year.

Commenting on the quarter's operating results, Willing L. Biddle,
President and Chief Operating Officer of UBP, said "The increase
in the Company's FFO and revenue growth is largely a result of
recent shopping center acquisitions and new leasing completed over
the past eighteen months. In this fiscal year alone, we have
purchased four shopping centers totaling 438,000 square feet at a
cost of $84 million. These purchases are in addition to the nearly
$100 million in properties we acquired last year." Mr. Biddle also
noted that "In May 2003, we sold 400,000 shares of a new issue of
8.5% Series C Cumulative Preferred Stock. The shares pay dividends
at 8.5% per annum, payable quarterly and have been approved for
listing on the New York Stock Exchange. We used $21.7 million of
the net proceeds raised in the offering to acquire seven retail
building units at the Somers Commons Shopping Center in Somers,
New York during the quarter." Mr. Biddle continued, "We expect to
acquire additional shopping centers in our target region of
Fairfield County, Connecticut and Westchester and Putnam Counties
in New York when opportunities arise."

                      Non-GAAP Financial Measure

Funds from Operations  

A reconciliation of FFO to net income applicable to Common and
Class A Common stockholders, the GAAP measure the Company believes
to be the most directly comparable, is in the financial tables
accompanying this press release.

The Company believes that FFO is an appropriate financial measure
of operating performance of an equity REIT. Although FFO is a non-
GAAP financial measure, the Company believes it provides useful
information to shareholders, potential investors and management.
The Company computes FFO in accordance with standards established
by the National Association of Real Estate Investment Trusts. FFO
is defined by NAREIT as net income or loss, excluding gains (or
losses) from debt restructuring and sales of properties plus
depreciation and amortization, and after adjustments for
unconsolidated joint ventures. FFO does not represent cash
generated from operating activities in accordance with GAAP and is
not indicative of cash available to fund cash needs. FFO should
not be considered as an alternative to net income as an indicator
of the Company's operating performance or as an alternative to
cash flow as a measure of liquidity. Since all companies do not
calculate FFO in a similar fashion, the Company's calculation of
FFO presented herein may not be comparable to similarly titled
measures as reported by other companies.

UBP is a self-administered equity real estate trust providing
investors with a means of participating in ownership of income-
producing properties with investment liquidity. UBP has paid 135
quarters of uninterrupted dividends since its inception in 1969.

As reported in Troubled Company Reporter's June 4, 2003 edition,
Fitch Ratings assigned a 'BB' rating to an offering of $40 million
8.5% series C cumulative preferred securities by Urstadt Biddle
Properties Inc. (NYSE: UBA).

Fitch also affirmed the 'BB' rating on UBA's outstanding $15
million 8.99% series B cumulative preferred securities. The Rating
Outlook is Stable.

URSTADT BIDDLE: Board of Directors Declares Quarterly Dividends
At their regular meeting Wednesday, the Directors of Urstadt
Biddle Properties Inc., (NYSE: UBA and UBP) declared quarterly
dividends on the Company's Class A Common Stock and Common Stock.
The dividends were declared in the amount of $0.21 for each share
of Class A Common Stock and $0.19 for each share of Common Stock.

The dividends are payable October 17, 2003 to stockholders of
record on September 26, 2003. The dividends were declared at the
same rates as the previous quarter and represent the 135th
consecutive quarterly dividends on common shares declared since
the Company began operating in 1969.

The Directors of UBP also declared the regular quarterly dividends
on the Company's Series B Preferred Stock and Series C Preferred
Stock. The dividends were declared in the amount of $2.2475 for
each share of Series B Preferred Stock and $2.125 for each share
of Series C Preferred Stock. The dividends are payable October 31,
2003 to stock holders of record on October 17, 2003.

UBP is a self-administered equity real estate investment trust
providing investors with a means of participating in ownership of
income-producing properties and investment liquidity. UBP owns 30
properties containing 3.4 million square feet of space. UBP's core
properties consist principally of community shopping centers
located in the northeast with a concentration in the Fairfield
County, Connecticut and Westchester and Putnam Counties, New York

US AIRWAYS GROUP: Oaktree Fund Discloses 3.9% Equity Stake
Oaktree Capital Management, LLC is the sole general partner of OCM
Principal Opportunities Fund II, L.P., which holds 1,871,600
shares of Class A common stock of US Airways Group Inc., which
constitutes 3.9% of the outstanding shares of Class A common
stock. 3.9% is attributable to the shares beneficially owned by
OCM but the combined 4,679,000 shares of Class A common stock
beneficially owned by the Purchase Group represents 9.7% of the
number of shares of Class A common stock of US Airways Group

OCM Principal Opportunities Fund II, L.P., Aviation Acquisition,
L.L.C., which is managed by Farallon Capital Management, L.L.C.,
and Goldman, Sachs & Co. purchased, in aggregate, 4,679,000 shares
of Class A common stock of US Airways Group in a private placement
which closed in two installments in August 2003.  Certain terms
and conditions in connection with such parties investment in the
Class A common stock, including the signing by the Oaktree Fund,
Aviation Acquisition, L.L.C., Goldman Sachs & Co., the limited
liability company members of Aviation Acquisition, L.L.C. and US
Airways Group of a certain Stockholder Agreement, dated August 14,
2003, as amended by Amendment No. 1 to the Stockholder Agreement,
dated August 27, 2003, could be deemed to make the holders of the
stock, Aviation Acquisition, L.L.C., Farallon Capital Management,
L.L.C., the managing members of Farallon Capital Management,
L.L.C. , Goldman Sachs & Co. and The Goldman Sachs Group, Inc.,
the parent holding company of Goldman Sachs & Co., members of a
group as defined by Rule 13d-5(b) of the Securities Exchange Act
of 1934, as amended.  Pursuant to Rule 13(d)-5(b) of the Exchange
Act, each member of the Purchase Group may be deemed to
beneficially own any equity securities of US Airways Group Inc.
that the other members of the group beneficially own. Oaktree and
OCM disclaim any beneficial ownership of the 2,807,400 shares
owned by the other members of the Purchase Group.

Each of the Oaktree Fund and Oaktree may be deemed to share the
power to vote and dispose of the shares of Class A common stock.  
Oaktree and the Oaktree Fund by virtue of their possible
membership in the Purchase Group may be deemed to beneficially own
the 1,871,600 shares of Class A common stock owned directly by
Aviation Acquisition, L.L.C. and/or the 935,800 shares of Class A
common stock owned directly by Goldman, Sachs & Co.

The Company's primary business activity is the ownership of the
common stock of US Airways, Inc., Allegheny Airlines, Inc.,
Piedmont Airlines, Inc., PSA Airlines, Inc., MidAtlantic Airways,
Inc., US Airways Leasing and Sales, Inc., Material Services
Company, Inc. and Airways Assurance Limited, LLC (collectively,
the "Wholly-Owned Subsidiaries"). The primary business activity of
the Wholly-Owned Subsidiaries is the transportation of passengers,
property and mail.

VERITAS DGC: Commences Search For New Chief Executive Officer
Veritas DGC Inc. (NYSE & TSX: VTS) announced that David B. Robson
has advised the company's board of directors of his intention to
step down as chief executive officer when a suitable replacement
can be found. He cited health reasons for his decision to retire.
To effect an orderly transition, Mr. Robson will continue as a
director and as chairman of Veritas.

A committee appointed by the board of directors of Veritas will
conduct a search for qualified candidates with the assistance of
executive search firm Spencer Stuart. The committee will consider
internal candidates as well as those identified as a result of the
search. It is the intention of the board of directors to have a
new chief executive officer in place by the end of 2003.

Veritas DGC Inc. (Fitch, BB Senior Secured Debt Rating, Negative),
headquartered in Houston, Texas, is a leading provider of
integrated geological and reservoir technologies to the petroleum
industry worldwide.

VERTIS INC: Appoints New East and West Group Presidents
Vertis Inc., a leading provider of technology-based targeted
marketing and advertising solutions, announced that Dave
Colatriano and Tom Zimmer will assume the expanded roles of group
president, Vertis East and group president, Vertis West,
respectively. The creation of these new positions comes as a
result of the company's decision to focus on an integrated
management structure of sales and operations, and several business
units of the company will now report on an East/West basis to
Colatriano and Zimmer.

"Both Dave and Tom are valuable assets to the company and they
have the extensive industry knowledge and experience to take on
this added responsibility," said Herb Moloney, chief operating
officer for Vertis. "The consolidated East/West structure will
allow us to continue to fully integrate our service offering for
our customers and ensure we remain at the forefront of the
targeted advertising and marketing industry."

Prior to his promotion to group president, Vertis East, Colatriano
served as group president of Vertis Direct Marketing Services in
North Brunswick, N.J., since July 2000. He joined Vertis Direct
Marketing Services (formerly Webcraft) in 1987, having worked as
an industrial engineer with the Boeing Company. As part of
Colatriano's additional responsibilities, directors from Vertis
Advertising Production Services East and Vertis Retail & Newspaper
Services East will report directly to him.

Zimmer has been group president of Vertis Retail & Newspaper
Services West in Upland, Calif. since July 2000. With more than 30
years experience in the printing industry, Zimmer joined Vertis
Retail & Newspaper Services (formerly TC Advertising) in 1970 and
has held positions ranging from prepress manager to director,
pricing and estimating. In his new position, Zimmer will have
directors from Vertis Advertising Production Services West and
Vertis Direct Marketing Services West reporting directly to him.

Vertis is a global powerhouse for integrated marketing and
advertising solutions that seamlessly combine advertising, direct
marketing, media, imaging and progressive technology. With
headquarters in Baltimore, Md., with production and sales offices
throughout the U.S. and United Kingdom, Vertis serves local,
regional, national and international companies across diverse
industries. Vertis' products and services include: consumer and
media research, media planning and placement, creative services,
digital media production, targetable advertising insert programs,
fully integrated direct marketing programs, circulation-building
newspaper products and interactive marketing.

To learn more about Vertis, visit  

As reported in Troubled Company Reporter's May 27, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Vertis Inc.'s $350 million 9.75% senior secured second lien notes
due April 1, 2009. The notes were sold at a discount to yield
10.375%, and proceeds will be used to repay amounts outstanding
under the company's existing bank facility.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings for the company. Upon retirement
of the term A and B loans, Standard & Poor's will raise the senior
secured debt rating of the company to 'BB-' from 'B+'. The outlook
is negative for this Baltimore, Maryland-headquartered advertising
and marketing services company.

WESTPOINT STEVENS: Selling 22 European Dept. Store Concessions
WestPoint Stevens (Europe) Ltd. is selling its retail business
that trades through 22 large department store concessions,
primarily in the United Kingdom and France.  The wholesale
operation includes over 600 customer accounts throughout Europe.  
WestPoint Europe customers include Harrods, Harvey Nichols, House
of Fraser, John Lewis, Selfridges and El Cortes Ingles.

According to the Joint Administrators, N. G. Edwards and N. B.
Kahn, the business achieves a GBP17,000,000 turnover and employs
123 personnel.  Other assets that will be sold include finished
goods and work-in-progress stocks as well as exclusive license
and distribution agreements. (WestPoint Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

WILLIAMS COMPANIES: Enters Transactions to Sell Non-Core Assets
Williams (NYSE: WMB) has entered into two transactions for the
sale of assets the company has previously identified for

In Canada, Williams is selling the natural gas liquids
fractionation, storage and distribution business at its Redwater,
Alberta, plant to Provident Energy Trust for approximately $218
million in U.S. funds.

Under the terms of the agreement, Provident will pay $196 million
cash for assets, along with an additional amount for natural gas
liquids inventories estimated at $22 million as of Aug. 1.

The assets include a 62,000-barrel-per-day fractionation plant at
Redwater, 350 miles of gathering systems, related storage
facilities and a 43.3 percent interest in a 38,500-barrel-per-day
natural gas liquids extraction plant at Taylor, British Columbia.  
Williams is retaining the olefins fractionator and a portion of
the storage and distribution assets at the Redwater complex, which
is located roughly 64 kilometers northeast of Edmonton.

"We've made a lot of progress this year stabilizing our finances
and transforming our company," said Steve Malcolm, chairman,
president and chief executive officer.  "We have stated a clear
intent to concentrate our commercial strategy on natural gas
production, processing and pipeline transportation, primarily in
the United States.  Cleaning up our asset slate creates a
healthier, more focused Williams."

The Redwater sale is scheduled to close on or before Sept. 30,
subject to standard closing conditions.  Williams expects to
record a pre-tax gain of approximately $87 million related to the
Redwater sale.

In Colorado, Williams has sold its investment in American Soda,
LLP to a wholly-owned affiliate of Solvay America, Inc.  The
operation near Parachute, Colo., is designed to produce
approximately 1 million tons of soda ash per year.  Williams does
not expect to recognize a significant gain or loss related to the
soda ash transaction.

Including this announcement, Williams this year has sold or agreed
to sell assets and certain contracts for in excess of $3.1 billion
in aggregate cash.

Williams (S&P, B+ Long-Term Corporate Credit Rating, Negative),
through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas.  Williams' gas wells,
pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at

WORLD AIRWAYS: Inks New $70 Million Contract with TM Travel
World Airways, Inc. (Nasdaq: WLDA) announced a new contract with
TM Travel to provide service between Honolulu, Hawaii, and Las
Vegas, Nevada.  The initial service will begin on September 17,
2003.  This service will utilize an MD-11 passenger aircraft with
enhanced legroom in both business and economy class.

TM Travel and World Airways have the option to extend the contract
beyond its current expiration date of December 2005.

Hollis Harris, chairman and chief executive officer of World
Airways, said, "This contract is evidence of our success in
expanding our reach to new customers and in diversifying our
revenue base.  We're pleased that business development efforts are
paying dividends in the form of new customers, and we will
continue to target additional business opportunities this year."

Utilizing a well-maintained fleet of international range, wide-
body aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.  
For more information, visit the Company's Web site at

World Airways Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $22 million, and a total shareholders'
equity deficit of about $22 million.

WORLDCOM INC: Asks Court to Approve McLeod Settlement Agreement
Before the Petition Date, certain MCI entities and McLeod USA
Telecommunications Services Inc., CapRock Telecommunications
Corp., MWR Telecom, Inc., QST Communications Inc. and
Intellispan, Inc. entered into various agreements for the
purchase of telecommunications services from each other.  These
MCI entities include MCImetro Access Transmission Services LLC,
MCI WorldCom Network Services Inc., Intermedia Communications
Inc., MCI WorldCom Communications Inc., Brooks Fiber Properties
Inc. and UUNET Technologies Inc.

As a result of the business relationship, the Debtors allege that
McLeod owe them $15,534,097 in prepetition debt.  However, McLeod
disputes a total of $17,165,689 in charges, which includes an
additional $1,631,592 that it has already paid to the Debtors.

Meanwhile, McLeod asserts that the Debtors owe it $10,876,391 in
prepetition debt.  The Debtors dispute $832,438 of this amount.

After arm's-length negotiations, the parties agree to resolve the
dispute.  The parties decide to effectuate mutual setoffs and
apply credits to their prepetition obligations.  The setoffs and
credits will result in a reduction of the MCI Debt while yielding
a recovery from McLeod.

Specifically, the settlement operates in this manner:

   -- McLeod will apply a $690,923 credit to the MCI Entities'
      accounts to reduce the MCI Debt to $10,185,468;

   -- The Debtors will apply a $5,800,000 credit to McLeod's
      accounts to reduce the McLeod Debt to $9,734,097;

   -- The parties have agreed to offset their prepetition debts
      for $7,967,838.  The Debtors will file the required notices
      in their Chapter 11 proceeds to effect the setoff;

   -- The parties agree to negotiate in good faith towards the
      resolution of payment with respect to the McLeod Balance
      and the MCI Balance;

   -- On the effective date of the Setoff Notices, McLeod will
      amend any and all proofs of claim filed in the Debtors'
      cases to reflect the reduction of the McLeod Claim; and

   -- The parties will execute mutual releases with respect to
      the services rendered.

The Debtors believe that the Settlement is fair and reasonable
and in now way unjustly enriches any of the parties.  
Accordingly, the Debtors ask the Court to approve the Settlement.
(Worldcom Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

* Goodwin Procter LLP Announces New Partnership Elections
Goodwin Procter LLP announced that nine attorneys have been
elected to the partnership, effective October 1, 2003. The newly-
elected partners are:


     Stephen T. Adams, corporate department
     James M. Curley, corporate department
     Lisa R. Haddad, corporate department
     Christopher D. Moore, litigation department
     Jackie L. Segel, litigation department
     William E. Stern, corporate department

     New York

     Christopher J. Garvey, litigation department
     Eric P. Meyerowitz, corporate department
     Keith A. Zullow, litigation department

Goodwin Procter LLP is one of the nation's leading law firms, with
nearly 500 attorneys. The firm focuses on a number of specialized
areas including, corporate/transactional, litigation, real estate,
financial services, and intellectual property. Goodwin Procter is
headquartered in Boston, with offices in New York, New Jersey and
Washington, D.C.

               Additional Biographic Information:


Stephen T. Adams is a member of the firm's M&A/Corporate
Governance Practice, as well as the Energy Practice Group. He
focuses his practice primarily on mergers and acquisitions and
securities law.

James M. Curley dedicates most of his time to investment
transactions of private equity funds and relationships with
emerging growth companies. Mr. Curley is a member of the firm's
Private Equity Group.

Lisa R. Haddad has experience in a wide variety of corporate and
securities matters, including underwritten public offerings and
private placements of debt and equity securities, mergers and
acquisitions and securities law compliance for public companies.
Ms. Haddad is a member of the M&A/Corporate Governance Practice
and the REITs & Real Estate Securities Practice.

Christopher D. Moore has represented a number of public and
private companies in a range of complex business litigation
matters during his time as a member of the firm's Litigation
Department. Mr. Moore's primary areas of practice are securities
and corporate governance, SEC and stock exchange investigations,
real estate partnership disputes, civil RICO defense, and
litigation arising out of mergers and acquisitions.

Jackie L. Segel, a member of the firm's Litigation Department,
represents clients in civil matters, with a primary focus on
complex products liability litigation.

William E. Stern, an attorney in the Financial Services Group,
advises clients on bank regulatory matters relating to domestic
and foreign investments and activities, including merchant
banking, personal and real property leasing, lending, captive
reinsurance, trust department operations and other types of
financial activities.

New York

Christopher J. Garvey concentrates his practice primarily in the
defense of complex products liability and toxic and environmental
exposure matters. Mr. Garvey is also experienced in matters
involving bankruptcy litigation, corporate and complex commercial
and securities litigation, and franchise and trademark law.

Eric P. Meyerowitz focuses his practice on diverse private equity,
corporate and securities matters and on complex financing
transactions within the Private Equity Group and the Energy
Practice Group. His practice includes mergers and acquisition
work, private placements of equity and debt securities,
securitization transactions, and secured and unsecured financing

Keith A. Zullow centers his practice on patent and trade secret
issues, patent interference activities and patent prosecution. Mr.
Zullow is a member of the firm's Litigation Department.

* Moody's Publishes First Canadian Corporate Bond Default Study
Defaults by Canadian corporate bond issuers have increased in pace
with the global trend in the last half-decade, but have trended
downward over the last two years, Moody's Investors Service
reports with the release of its first Canadian corporate bond
default study.

The study analyzes the issuance, rating migration, default, and
recovery and loss rates of corporate bond issuers domiciled in
Canada from 1989 to the present. Although Moody's has been rating
Canadian corporate bond issuers since 1909, this study is the
first to focus on defaults since the rise of high-yield bonds as a
distinct asset class.

The rise in the default rate for Canadian corporate issuers tracks
the increase in issuance of speculative grade rated debt in the
late 1990s. "Once largely dominated by investment grade issuers in
the financial and energy sectors, the Canadian corporate bond
market has diversified and matured quickly, particularly the
speculative grade segment of this market," says Andrew J.
Kriegler, managing director of Moody's Canada. "Today,
speculative- grade issuers constitute about one-third of the
Canadian corporate bond market, roughly the same as in the U.S."

Yet, despite the recent rise in defaults by Canadian corporate
bond issuers, default rates are, on average, somewhat lower
relative to the U.S. and the rest of the world. The one-year
average default rate for all rated Canadian firms is 1.9%,
compared to 2.4% for U.S. firms. From 1989-2002, 53 Canadian
issuers defaulted on a total of C$29 billion of bonds. Of these,
30 issuers, totaling C$26 billion, were rated by Moody's.

The report also reveals a strong correlation between Moody's
ratings and the probability of default. The study finds that most
Canadian issuers that subsequently defaulted had carried deep
speculative-grade ratings well in advance of default. Within one
year of defaulting, the typical Canadian defaulter was rated Caa1,
which is two notches lower than the ratings of U.S. companies one
year before default.

"The rating transition rates of Canadian corporate issuers at the
whole-letter rating level closely resemble those of their U.S.
counterparts," says David T. Hamilton, vice president/senior
credit officer and one of the authors of the study. The authors
found that 89% of Canadian issuers' ratings remained unchanged
over one year, while 10% experienced a one-notch upgrade or
downgrade. However, Canadian issuers, particularly in the
speculative-grade category, were slightly more likely than U.S.
issuers to experience an upgrade than a downgrade.

Moody's study also found that recovery rates for Canadian
corporate bonds are generally lower relative to those of U.S.
issuers. Senior unsecured bondholders recovered 30% of par, on
average, in Canada over the 1989-2002 period, compared to 42% in
the U.S.

"However, the defaulted debt of telecommunications issuers
represents a large proportion of defaulted Canadian bonds. The low
recovery rate for this sector further skews the Canadian
averages," adds Sharon Ou, associate analyst and co-author of the
report. Excluding the bonds of telecommunications issuers from the
data raises the average recovery on Canadian corporate bonds to

The report, titled "Default & Recovery Rates of Canadian Corporate
Bond Issuers, 1989-2002," is available on It  
includes a chronological list of Canadian public bond defaults, as
well as select default summaries.

* BOOK REVIEW: Risk, Uncertainty and Profit
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium. Entrepreneurs, he said,
are forced to guess at their expected total receipts. They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences. Still, they must
purchase product inputs, so they base these purchases on the
number of products they guess they will sell. Finally, they have
to guess the price at which their products will sell. These
factors are all uncertain and impossible to know. Profits are
earned when uncertainty yields higher total receipts than
forecasted total receipts. Thus, Knight postulated, profits are
merely due to luck. Such entrepreneurs who "get lucky" will try to
reproduce their success, but will be unable to because their luck
will eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.

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

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

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 Go 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 ***