TCR_Public/030915.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 15, 2003, Vol. 7, No. 182

                          Headlines

8X8 INC: Regains Compliance with Nasdaq Listing Requirements
ADVANSTAR COMMS: Prices $70-Mill. 10.75% Notes Private Placement
ADVANSTAR COMMS: Improved Credit Profile Spurs Outlook Revision
AES CORP: Fitch Monitoring Impact of Banco Nacional Agreement
AGWAY: State Street Suit Alleges "Overpayment" of Securities

ALLIANCE GAMING: $78 Million of Series B Senior Notes Tendered
APPLIED DIGITAL: Prepares Prospectus Reselling Up to 13MM Shares
APPLIED DIGITAL: Shareholders Approve 1-For-25 Reverse Split
ARGONAUT GROUP: S&P Rates Series A Convertible Preferreds at B+
ARTISOFT INC: Raises $4MM from Conv. Preferred Share Offering

AVALON DIGITAL: Files for Chap. 11 Bankruptcy Protection in Utah
AVALON DIGITAL: Case Summary & 20 Largest Unsecured Creditors
AVNET: Fitch Initiates Coverage with BB Sr. Unsecured Debt Rating
BANC OF AMERICA: Fitch Affirms Ratings on Series 2001-1 Notes
BCF LLC: Fitch Takes Rating Actions on Three Securitizations

BION ENVIRONMENTAL: Unit Obtains New $1.1 Million Financing
BRITISH ENERGY: FPL Energy Agrees to Buy 50% Stake in AmerGen
CABLE SATISFACTION: Director Dave Brochet Steps Down from Board
CAMPBELL SOUP: Positive Earnings Restore Balance Sheet Solvency
CANWEST MEDIA: S&P Rates C$940 Million Sr. Sec. Term Loan at B+

CENTENNIAL COMMS: Selling 30 Million Shares in Public Offering
CENTENNIAL COMMS: Carmen Culpeper Resigns from Company's Board
CHEVY CHASE BANK: S&P Ups Long-Term Counterparty Rating to BB+
CONSECO INC: S&P Takes Various Rating Actions on Subsidiaries
CONSECO INC: A.M. Best Affirms B FSR on Insurance Subsidiaries

COVANTA ENERGY: Files Joint Plan of Reorganization & Liquidation
DOBSON COMMS: S&P Gives Junk Rating to $600 Million Senior Notes
DIRECTV LATIN: Continues Deloitte's Engagement as Auditor
DT IND.: Weak Operating Results Prompt S&P's Watch on B- Rating
DVI INC: Court Approves Uniform Asset Sale Bidding Procedures

EAGLE FOOD: Receives Court Approval for Sale of Certain Stores
EES COKE: S&P Affirms Junk Senior Notes Rating & Revises Outlook
EMMIS COMMS: Will Present at Banc of America Conference Tomorrow
ENRON CORP: Wants Court to Disallow & Expunge Employee Claims
EQUITY INNS: Underwriters Exercise Over-Allotment Option

FHC HEALTH: S&P Withdraws B Debt Rating After Nixed Transaction
GALEN HLDGS: S&P's Outlook on Low-B Ratings Changed to Positive
GENESIS HEALTH: Inks Definitive Master Agreement with ElderTrust
GLIMCHER REALTY: Board of Trustees Declares Q3 2003 Dividends
GRUPO IUSACELL: Noteholders Accelerate $150MM of Defaulted Notes

HEALTHSOUTH CORP: Appoints Lee S. Hillman as New Board Member
HINES HORTICULTURE: S&P Rates Planned Credit Facilities at BB-/B
HMP EQUITY: S&P Keeps Watch on Lower-B Corporate Credit Rating
HORSESHOE GAMING: On Watch Pos over Planned Sell-Out to Harrah's
HUGHES ELECTRONICS: IRS Rules Transaction with GM Tax-Free

IT GROUP: Moves for Court Okay on Settlement Pact with Kaiser
KMART CORP: Court Fixes Tort Claims Settlement Protocol
LEGACY HOTELS: Suspends Distribution Due to Operation Concerns
MAGELLAN HEALTH: Asks Court to Stretch Exclusivity Until Nov. 7
MCGREGOR MARINE: Four Charged Under Canadian Bankruptcy Act

MERA PHARMA: Ex-Auditor Buttke Bersch Airs Going Concern Doubts
MERRILL LYNCH: Fitch Affirms Low-B Ratings on Four Note Classes
MIDWEST EXPRESS: Posts Increased Revenue Passenger Miles for Aug
MIRANT: Obtains Clearance to Hire Ordinary Course Professionals
MOHEGAN TRIBAL: Commences Solicitation of Noteholders' Consents

MONTGOMERY WARD: Committee Extracts $88 Million from GE Capital
MORGAN STANLEY: Fitch Ups & Affirms Series 1999-RM1 Note Ratings
NATIONAL BENEVOLENT: Fitch Keeps B- Rating on Fixed-Rate Debt
NAT'L STEEL: Seeks Court Nod for IUBAC Memorandum of Agreement
NRG ENERGY: Asks Court to Okay Proposed Solicitation Procedures

NVIDIA CORP: Reaches Agreement to Resolve SEC Investigation
OWENS: Commercial Panel Balks at 75% Claim Wipe-Out Under Plan
OWENS-BROCKWAY: Completes Exchange Offer for 8-1/4% Senior Notes
PACIFIC LUMBER: Cash Flow & Legal Concerns Prompt Rating Cuts
PARK PLACE ENTERTAINMENT: Corp. Credit Rating Slides Down to BB+

PERRY ELLIS: S&P Assigns B- Rating to $150M Senior Sub. Notes
PETROLEUM GEO-SERVICES: Court Approves Disclosure Statement
PG&E NATIONAL: USGen Wants to Reject 9 Gas Transportation Deals
PG&E NATIONAL: Seeks Court Approval of Proposed Name Change
PILLOWTEX: Engages Services of Ordinary Course Professionals

PMA CAPITAL CORP: Senior Debt Gets Fitch's BB+ Rating
POLAROID: Files Amended Plan & Disclosure Statement in Delaware
POLYPHALT INC: Has Until October 27 to File Proposal Under BIA
PRIMEDIA INC: Elects Timothy Dattels to Board of Directors
QUINTILES TRANSNATIONAL: S&P Rates $385-Mil. Bank Loans at BB-

RAYOVAC CORP: Proposes $300MM Senior Subordinated Note Offering
RUSSELL CORP: S&P Changes Outlook on Low-B Ratings to Negative
SAFETY-KLEEN: Asks Court to Clear American Home Settlement Pact
SCHUFF INT'L: S&P Affirms B- Corp. Credit Rating over New Loan
SK GLOBAL AMERICA: Signs-Up Bankruptcy Services as Claims Agent

SNYDER'S DRUG STORES: Files for Chapter 11 Protection in Ohio
SNYDER'S DRUG STORES: Case Summary & Largest Unsecured Creditors
SOLECTRON: Will Publish Q4 & Fiscal Year 2003 Results on Sept 25
SOUTH STREET: S&P Takes Rating Actions on Various Note Classes
SPECIAL METALS: Steelworkers Ratify New 5-Year Labor Agreement

SYSTECH RETAIL: Emerges from Creditor Protection in Canada
TECO ENERGY: Agrees to Sell 11 Million Shares of Common Stock
TELESYSTEM INT'L: Files Secondary Offering Prelim. Prospectus
TESORO PETROLEUM: Will Repay $125 Million of Term Loan
TRINITY IND.: Declares Quarterly Dividend Payable on October 31

TYCO INT'L: Names Fruzsina Harsanyi as VP for Public Affairs
UNIFAB: Names Larry Verzwyvelt President, Universal Fabricators
UNITED AIRLINES: Suntrust Seeks Stay Lift to Access Trust Fund
VALEO: Class A-2 Rating Downgraded to Speculative Grade Level
VICWEST CORP: Magnatrax Creditors' Committee Withdraws Claim

VICWEST CORP: TSX Knocks-Off Senior Sub. Notes from Trading
WEIRTON STEEL: Wants Excusive Filing Period Stretched to Dec. 15
WESTERN WIRELESS: Files Amended Reports for Q1 and Q2 of 2003
WORKFLOW MANAGEMENT: Look for First Quarter 2004 Results Today
WORLDCOM INC: Wants Court Nod for Focal Setoff Agreement

XM SATELLITE: Completes Placement of $150 Million in Securities

* Libra Sets-Up Restructuring Unit Headed by Daniel Harrow

* BOND PRICING: For the week of September 15 - 19, 2003

                          *********

8X8 INC: Regains Compliance with Nasdaq Listing Requirements
------------------------------------------------------------
8x8, Inc. (Nasdaq: EGHT) received a letter from the Nasdaq
Listing Qualifications Panel determining that the Company has
fully regained compliance with the Nasdaq SmallCap Market's
continued listing requirements.

In the letter dated September 10, 2003, the Panel based its
conclusion upon the fact that 8x8 has, for the past twelve (12)
trading days, maintained a closing bid price of $1.00 per share,
as required by Marketplace Rule 4310(c)(4), as well as a
$35,000,000 market value of listed securities, as set forth in
Marketplace Rule 4310(c)(2)(B).  The Panel also noted that the
September 5, 2003 appointment of Mr. Donn Wilson to 8x8's Board of
Directors and Audit Committee appears to satisfy the independent
directors and audit committee composition requirements, so long as
the Nasdaq Staff does not subsequently determine that Mr. Wilson
should not be considered independent for purposes of Marketplace
Rule 4200(a)(14).  The Company is confident that Mr. Wilson meets
all Nasdaq criteria for director independence.

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

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

                          *     *     *

                 Liquidity and Capital Resources

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

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

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

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


ADVANSTAR COMMS: Prices $70-Mill. 10.75% Notes Private Placement
----------------------------------------------------------------
Advanstar Communications Inc., has priced a private placement of
$70,000,000 of 10.75% second priority senior secured notes due
2010 at a price per note of 101.50% of par plus accrued interest
from August 18, 2003.

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 net
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 $20
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 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 http://www.advanstar.com


ADVANSTAR COMMS: Improved Credit Profile Spurs Outlook Revision
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Advanstar Communications Inc. to stable from negative, reflecting
a slight improvement in Advanstar's credit profile as a result of
its pending acquisition of 15 healthcare industry trade magazines
and related custom project services business from Thomson Corp.

At the same time, Standard & Poor's affirmed its existing ratings,
including its 'B' corporate credit rating, on the company. In
addition, Standard & Poor's assigned its 'B-' rating to
Advanstar's proposed Rule 144A $50 million add-on to its second
priority senior secured notes due 2010. Proceeds plus a $60
million common equity injection and a $25 million drawdown from
its $60 million revolving credit facility will be used to fund the
$135 million acquisition. On a pro forma basis, the Boston,
Massachusetts-based business-to-business media firm, which is
analyzed on a consolidated basis with its parent company,
Advanstar Inc., will have about $750 million in debt.

"The use of equity to partially fund the purchase will modestly
lower Advanstar's debt leverage and should slightly boost its
discretionary cash flow," according to Standard & Poor's credit
analyst Steve Wilkinson. He added, "The acquired businesses will
complement and expand Advanstar's existing portfolio of
healthcare, science, and pharmaceutical magazines and should
increase EBITDA about 22%. Expanding the healthcare cluster will
also mildly reduce its reliance on its fashion industry business
cluster. On a pro forma basis, the EBITDA contribution, before
corporate expenses, from the company's fashion and apparel cluster
will decline to about 32% from 37%, while the contribution from
the healthcare cluster will almost double to 24%. In addition,
Advanstar expects the combination of the healthcare portfolios
will yield moderate cost savings, and also provide cross-marketing
and cross-selling opportunities."

The ratings on Advanstar reflect its high debt leverage and thin
coverage ratios and the still difficult, but stabilizing,
operating environment. These risks are tempered by the good
competitive positions of Advanstar's niche trade show and
publishing businesses and the company's good sector diversity,
notwithstanding the heavy reliance on the cash flow from its
fashion industry businesses.


AES CORP: Fitch Monitoring Impact of Banco Nacional Agreement
-------------------------------------------------------------
Fitch Ratings continues to monitor the impact on the AES Tiete
Certificates Grantor Trust of the recently announced memorandum of
understanding between The AES Corporation (AES, senior unsecured
debt rated 'B' by Fitch) and Banco Nacional de Desenvolvimento
Economico.

The MOU proposes the restructuring of US$1.2 billion of debt owed
to BNDES by AES's Brazilian electricity distributor, Eletropaulo
Metropolitana Eletricidade de Sao Paulo S.A. As part of the
proposed restructuring, AES intends to include its ownership
stakes in other Brazilian assets, which may include the holding
companies of AES Tiete S.A.

As proposed in the MOU, this transaction would have no impact on
the flow of funds for debt service on the certificates. The 'BB-'
rating of certificates remains on Ratings Watch Negative. The
terms and conditions contained in the MOU are expected to be
documented and closed by Dec. 15, 2003. The closing of the
transaction is subject to the negotiation and execution of
definitive documentation and certain lender and regulatory
approvals.

Separately, Fitch remains concerned regarding the AES IHB Cayman,
Ltd.'s (IHB, the issuer of the certificates) ability to meet all
of its financial obligations scheduled in December 2003, which
include the replenishment of the debt service reserve account
(DSRA) of approximately US$22 million, the repayment of
approximately BRL70 million of intercompany debt with the Tiete
operating company and scheduled interest and principal of US$22
million due under the certificates. Although recent monthly
inflation has returned to manageable levels, Tiete is unlikely to
generate sufficient funds to pay all of its financial obligations
in their entirety. To resolve this situation, the company is
expected to negotiate with the bondholders prior to the December
debt service payment due date.

The rating and Rating Watch Negative status of the certificates is
based on the credit quality of Tiete and its ability to distribute
sufficient dividends to meet semiannual debt service. Due to high
inflation levels during 2002 and the first quarter of 2003, which
has negatively affected net income results, Tiete has been
temporarily unable to make sufficient dividend payments and
utilized an intercompany loan to pay interest and principal on the
notes in December 2002. The shortage of cash at the holding
company led IHB to draw on its DSRA to meet debt service and file
a claim with Overseas Private Investment Corporation to recover
part of the deficit, as a result of an Exchange Rate Shortfall
Event which was covered by the OPIC foreign exchange liquidity
facility, discussed below. Fitch estimates the claim amount to be
approximately US$5 million, which would be used to partially
replenish the DSRA. The certificates benefit from an OPIC foreign
exchange liquidity facility that covers up to US$30 million of
debt service shortfalls when the shortfall is caused by
devaluation.

Tiete's net income levels and its holding companies' liquidity
situation should improve over time as they receive greater
dividends from the growth in net earnings as the new purchase
power agreement with Eletropaulo at higher prices ramps up through
2006. The PPA provides additional cushion in the out years, while
the minimum coverage is projected to be in the first three years
of the transaction.

The rating of the Grantor Trust certificates remains higher than
the current 'DDD' rating of Eletropaulo, given that Eletropaulo
represents only a portion of Tiete's revenues. The rating also
reflects Tiete's ability to directly access the receivables
accounts of its off-takers, including Eletropaulo, in the event
the distributor does not pay under the terms of the power supply
contracts. Eletropaulo has made timely payments to Tiete under its
supply contract, and the underlying operating fundamentals and
receivables collections at Eletropaulo do not appear to be
stressed to a point that would materially affect collection by
Tiete. However, as the initial power supply contracts with the
other distributors roll off and Eletropaulo becomes a greater
percentage of Tiete's revenues, the rating of Eletropaulo should
have a greater effect on the certificates' rating. Fitch believes
that despite current problems plaguing Eletropaulo, its rating is
likely to improve in the coming months as the company restructures
its debt to a more manageable profile.

Tiete is a low-cost electric generating company that benefits from
a portfolio of hydroelectric assets and a base of contracted
revenues. Tiete is centrally dispatched by the independent system
operator to optimize system operation. Strong projected revenue
growth, stable operating costs, manageable hydrology and
regulatory risks, limited refinancing needs and experienced
ownership support Tiete's credit quality.


AGWAY: State Street Suit Alleges "Overpayment" of Securities
------------------------------------------------------------
On or about August 2002, Agway's Thrift Plan Committee engaged
State Street Bank & Trust Company to serve as independent
fiduciary for the Company Security Fund, an investment option
under the Agway Inc. Employees' 401(k) Thrift Investment Plan.  In
February 2003, State Street communicated with Thrift Plan
Participants that State Street and its advisors were evaluating
potential claims that could be pursued on behalf of the Fund,
including legal claims.

On August 26, 2003, State Street filed a civil Complaint in the
United States District Court for the Northern District of New York
against certain former and current members of the Employee Benefit
Plans Administration Committee, the Employee Benefit Plans
Investment Committee and Agway's Board of Directors. Also named as
defendants are Boston Safe Deposit & Trust Company (the Plan
Trustee) and PricewaterhouseCoopers LLP (the Plan's auditors).
State Street alleges among other things that Agway  securities
were improperly purchased and held by the Company Security Fund at
face value, that the "fair market value" of the Agway securities
was substantially lower, that the resulting "overpayment" by the
Thrift Plan for these Agway securities thereby constituted a
prohibited transaction under ERISA, and that the Thrift Plan
fiduciaries should not have continued to purchase and hold Agway
securities in the Fund at or after some unspecified point in time
when, State Street alleges, Agway's financial condition rendered
these securities an unreasonable and imprudent investment option
for the Thrift Plan.

The Company believes that the actions taken by EBPAC, EBPIC and
the Board of Directors have been reasonable and prudent and such
actions will be vigorously defended in this case.

On  September  8, 2003, Agway CEO Michael Hopsicker provided  an
update and progress report to all employees regarding several
issues related to Agway's Chapter 11 proceeding, including  the
status of the potential disposition of certain of Agway's
businesses.

Agway filed for Chapter 11 protection on October 1, 2002, in the
U.S. Bankruptcy Court for the Northern District of New York
(Utica) (Bankr. Case No. 02-65872).


ALLIANCE GAMING: $78 Million of Series B Senior Notes Tendered
--------------------------------------------------------------
Alliance Gaming Corp.'s (NYSE: AGI) tender offer to purchase all
outstanding Series B 10% Senior Subordinated Notes due 2007
expired at Midnight, New York Time, on Sept. 10, 2003.

As of the expiration of the tender offer, a total of $78,565,000
in aggregate principal amount of notes had been tendered for
purchase, $788,000 is subject to notices of guaranteed delivery.

The Company also is calling for redemption all outstanding Series
A and Series B 10% Senior Subordinated Notes due 2007 at a price
of $1,033.33 per $1,000 in principal amount redeemed, plus
interest to but excluding the redemption date.  The redemption
date is Sept. 16, 2003, and redemption notices containing relevant
information regarding the redemption are being distributed to note
holders today.  Note holders also may contact Innisfree at (888)
750-5834 to obtain information regarding the redemption.

Alliance also announced that it recently retired and replaced its
senior bank facility with a new bank facility totaling $400
million, consisting of a $275 million term loan with a 6-year term
and an initial interest rate of LIBOR + 2.75% and a $125 million
revolver with a 5-year term and an initial interest rate of LIBOR
+ 2.50%.  The proceeds from the new facility will be used to repay
all outstanding existing bank debt under the company's old senior
credit facility, to fund the purchase of all outstanding 10%
Senior Subordinated Notes purchased pursuant to the tender offer
and the pending redemption, and to pay certain related transaction
costs and expenses.

Alliance Gaming (S&P, BB- Senior Secured Credit Facility Rating)
is a diversified gaming company with headquarters in Las Vegas.
The Company is engaged in the design, manufacture, operation and
distribution of advanced gaming devices and systems worldwide, and
is the nation's largest gaming machine route operator and operates
two casinos. Additional information about the Company can be found
at http://www.alliancegaming.com


APPLIED DIGITAL: Prepares Prospectus Reselling Up to 13MM Shares
----------------------------------------------------------------
Applied Digital Solutions, Inc. has prepared a prospectus relating
to resales of up to 13,313,782 shares of its common stock, par
value $.001 per share, which may be sold at various times by the
selling shareholders listed in the prospectus.  The selling
shareholders identified in the prospectus or their transferees may
sell the shares of common stock from time to time in accordance
with the plan of distribution described in the prospectus.

The Company's shares are included in the Nasdaq SmallCap Market
under the symbol "ADSX." On August 28, 2003, the last reported
sale price of the common stock was $0.39 per share.

Currently, an aggregate of 9,212,512 shares of Applied Digital's
common stock are being offered under the prospectus relating to
the Company's Registration Statement on Form S-1 (File no. 333-
98799), an aggregate of up to 30,000,000 are being offered under
the prospectus relating to the Company's Registration Statement on
Form S-1 (File No. 333-106300) (subject to shareholder approval),
and an aggregate of up to 58,154,644 shares are being offered
under the prospectus relating to the Company's Registration
Statement on Form S-1 (File No. 333-108338) (subject to
shareholder approval).

                        *   *   *

As reported in Troubled Company Reporter's June 9, 2003 edition,
Applied Digital Solutions signed Securities Purchase Agreements to
sell an additional 12.5 million previously registered shares to
the same investors who have already agreed to purchase 37.5
million shares as announced on May 9, 2003, and May 23, 2003.

The Company said it will use the proceeds from this sale towards
the satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with all
terms of the Forbearance Agreement.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems, miniaturized
power sources and security monitoring systems combined with the
comprehensive data management services required to support them.
Through its Advanced Technology Group, the Company specializes in
security-related data collection, value-added data intelligence
and complex data delivery systems for a wide variety of end users
including commercial operations, government agencies and
consumers. Applied Digital Solutions is the beneficial owner of a
majority position in Digital Angel Corporation (AMEX: DOC). For
more information, visit the Company's Web site at
http://www.adsx.com


APPLIED DIGITAL: Shareholders Approve 1-For-25 Reverse Split
------------------------------------------------------------
Applied Digital Solutions, Inc. (Nasdaq: ADSX), an advanced
technology development company, announced that its shareholders
voted to approve each of the items considered by shareholders at
the special meeting that occurred on September 10, 2003.

Shareholders granted the Company's Board of Directors
discretionary authority to effect a reverse stock split, at any
time before September 10, 2004, in a ratio of up to 1-for-25 as
determined by the Board to be in the best interests of the
Company's shareholders at the time of implementation, or to decide
not to take such action if the Board determines that a reverse
stock split will not be beneficial for any reason.

One of the reasons that shareholders were asked to approve
granting the Board this authority is to enable the Company to
maintain its listing on the Nasdaq SmallCap Market. The traded
price of the Company's common stock is currently below the minimum
$1.00 per share continued listing requirement applicable to its
Nasdaq listing. Under Nasdaq's existing rules, the Company has
been afforded several "grace periods" to regain compliance with
Nasdaq's minimum bid price requirement. The last of these grace
periods is scheduled to expire on October 27, 2003. However,
Nasdaq has proposed rules that, if adopted by the Securities and
Exchange Commission, would provide Nasdaq-listed companies with
additional time to come into compliance with the minimum bid price
requirement. How the SEC will respond to the proposed rules is
uncertain, as is the timing of the SEC's action.

In light of the uncertainty surrounding Nasdaq's proposed rules
and the SEC's response, as well as other considerations directly
bearing on the implementation of its business strategy, the
Company has no current plans to effect a reverse stock split prior
to October 27, 2003. If, at that time, the trading price of the
Company's stock remains below $1.00 and the SEC has not taken
action with respect to the proposed rules, the Company expects
that it will receive notice from the Nasdaq staff as to the
staff's intended delisting of the Company's stock. In accordance
with Nasdaq rules, the Company will then have the opportunity to
appeal the staff's delisting determination to a Nasdaq Listing
Qualifications Panel, with the delisting being stayed pending the
decision of the Panel.

With shareholder approval of the reverse stock split in hand, the
Company is confident that, if business conditions, listing
requirements or strategic considerations warrant, the Company can
implement a reverse stock split and regain compliance with
Nasdaq's minimum bid price requirement within a time period that
will be acceptable to the Panel. The shareholder approval also
allows the Company the discretion not to effect a reverse split if
conditions do not warrant doing one.

Shareholders also approved the potential issuance of up to
approximately 26,200,000 shares of the Company's common stock in
connection with the Company's recent offering and sale of
convertible exchangeable debentures, as well as the issuance of up
to 30 million shares of the Company's common stock covered by the
Company's registration statement on Form S-1 filed with the SEC on
June 20, 2003.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems, miniaturized
power sources and security monitoring systems combined with the
comprehensive data management services required to support them.
Through its Advanced Technology Group, the company specializes in
security-related data collection, value-added data intelligence
and complex data delivery systems for a wide variety of end users
including commercial operations, government agencies and
consumers. Applied Digital Solutions is majority owner of Digital
Angel Corporation (AMEX: DOC - News). For more information, visit
the company's Web site at http://www.adsx.com

                          *   *   *

As reported in Troubled Company Reporter's June 9, 2003 edition,
Applied Digital Solutions signed Securities Purchase Agreements to
sell an additional 12.5 million previously registered shares to
the same investors who have already agreed to purchase 37.5
million shares as announced on May 9, 2003, and May 23, 2003.

The Company said it would use the proceeds from this sale towards
the satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with all
terms of the Forbearance Agreement.


ARGONAUT GROUP: S&P Rates Series A Convertible Preferreds at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' preferred
stock rating to Argonaut Group Inc.'s (Argonaut; NASDAQ:AGII)
Series A Mandatory Convertible Preferred Stock. The registration
statement for this issue was filed with the Securities and
Exchange Commission on Aug. 26, 2003.

These securities, totaling $35.4 million, were sold earlier in
2003 by Argonaut in private transactions to HCC Holdings Inc. and
to another investor. The ratings on Argonaut were affirmed and
removed from CreditWatch on Aug. 8, 2003.


ARTISOFT INC: Raises $4MM from Conv. Preferred Share Offering
-------------------------------------------------------------
Artisoft(R), Inc. (NASDAQ: ASFTC), developer of the first
software-based phone system, announced the closing of its
financing previously announced on June 30, 2003.

In the financing, Artisoft sold an aggregate of 2,627,002 shares
of its Series C Convertible Preferred Stock to investors in a
private placement at a per share price equal to $1.50. The
investors also received warrants to purchase up to 2,627,002
shares of Artisoft's Common Stock at a per share exercise price
equal to $1.88. Gross proceeds from the financing were $4 million.
The issuance and sale of the preferred stock and warrants was
authorized by Artisoft's stockholders at a Special Meeting of
Stockholders held on September 9, 2003.

The shares of Series C Preferred Stock are initially convertible
into a like number of shares of common stock, subject to
adjustment. Each share of Series C Preferred Stock will generally
receive .8152 of a vote, subject to adjustment, when voting on
matters presented for the approval of Artisoft's stockholders. The
holders of the Series C Preferred Stock, as a class, are also
entitled to elect a director of the Company.

Artisoft expects the holders of the Series C Preferred Stock will
elect Steven C. Zahnow as an Artisoft director pursuant to these
class voting rights. Mr. Zahnow has served as the managing member
of Zahnow Group, LLC, the general partner of Zahnow Partners LP, a
hedge fund, since 1997. In addition, Mr. Zahnow is a partner of
RRS & Company, an investment firm. An affiliate of Mr. Zahnow was
the majority investor in the financing. Following the financing,
Mr. Zahnow beneficially owns approximately 9.9% of Artisoft's
Common Stock and 53.3% of its Series C Preferred Stock.

The warrants will expire on June 27, 2010. The expiration date,
the per share exercise price and the number of shares issuable
upon exercise of the warrants are subject to adjustment in certain
events.

"The PBX industry's shift away from proprietary hardware to open
systems software is gaining momentum and we continue to see strong
growth in demand for our TeleVantage software," said Steve Manson,
Artisoft's president and CEO. "This financing will allow Artisoft
to focus on the tremendous opportunities before us."

This financing resulted in a purchase price adjustment to the
shares of Common Stock issued in Artisoft's September 2002
financing, an antidilution adjustment to Artisoft's Series B
Convertible Preferred Stock and an exercise price adjustment to
the common stock purchase warrants issued by Artisoft in 2001. As
a result of the financing, Artisoft will issue an additional
660,328 shares of Common Stock to the investors in its September
2002 financing. In addition, each share of Series B Convertible
Preferred Stock is now convertible into approximately 1.22 shares
of Common Stock and the exercise price of the warrants issued in
2001 is now $1.50 per share. As a result of these effects, Austin
W. Marxe and David M. Greenhouse are now the beneficial holders of
approximately 65.6% of Artisoft's Common Stock.

Artisoft is required to register for resale by the investors the
common stock issuable upon the conversion or exercise, as the case
may be, of the Series C Preferred Stock and the warrants issued in
this financing under the Securities Act.

Artisoft, Inc. -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $320,000 -- is a leading
developer of open, standards-based telephone systems that bring
together voice and data for more powerful and productive
communications. Artisoft's TeleVantage delivers greater
functionality, flexibility, and value than proprietary PBXs to a
variety of customers, from small offices to large enterprise
organizations with sophisticated call centers. Artisoft's
innovative software products have consistently garnered industry
recognition, winning more than 30 awards for technical excellence.
The company distributes its products and services worldwide
through a dedicated and growing channel of authorized resellers.
For more information, visit http://www.artisoft.com


AVALON DIGITAL: Files for Chap. 11 Bankruptcy Protection in Utah
----------------------------------------------------------------
On September 5, 2003, Avalon Digital Marketing Systems, Inc., a
Delaware corporation filed a voluntary petition under Chapter 11
of the United State Bankruptcy Code and an order for relief was
entered on that date, commencing the case, In re Avalon Digital
Marketing Systems, Inc., Case No. 03-35180, pending before the
United States Bankruptcy Court for the District of Utah. Avalon
will continue to manage its business operations as a "debtor-in-
possession" subject to the provisions and requirements of the
Bankruptcy Code and Bankruptcy Court.


AVALON DIGITAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Avalon Digital Marketing Systems
        5255 N. Edgewood Drive
        Suite 250
        Provo, Utah 84604

Bankruptcy Case No.: 03-35180

Type of Business: Digital marketing

Chapter 11 Petition Date: September 5, 2003

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Penrod W. Keith, Esq.
                  Ryan L. Jensen, Esq.
                  Durham Jones and Pinegar
                  111 East Broadway
                  Suite 900
                  Salt Lake City, UT 84111
                  Tel: (801) 415-3000
                  Fax: (801) 415-3500

Total Assets: $3,327,496

Total Debts: $10,773,111

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Radical Communication       Unsecured Sub.            $800,000
Liquidating Trust          Promissory Note
c/o Thau & Associates
1158 26th Street,
Suite 468
Santa Monica, CA 40403
Attn: LJ Thau
Tel: 310-459-6761

American Express CC         Credit Card               $767,575
Suite 0001
Chicago, IL 60679-0001
Attn: Jaffe and Asher
Tel: 212-657-3000

OTR                         Office Lease              $698,000
State Teachers Retirement
Systems of OH
44 Montgomery Street,
Suite 2388
San Francisco, CA 98104
Attn: Julia Viskanta

Snell & Wilmer LLP          Legal Services            $530,414
15 West South Temple
Suite 1200 Gateway Tower
West
Salt Lake City, UT 84101
Attn: David Evans &
      Shari Ulwelling

Michael Friedl              Past Wages and Severance  $363,577
33 Monroe
Irvine, CA 92620-000

IBM Corporation             Computer Equipment Lease  $230,378

Pliant Corporation          Office Lease              $177,948

Oracle Corp.                                          $168,328

Bowne of Los Angeles Inc.   Printing Services         $158,077

O'Melveny & Myers, LLP      Legal Services            $155,883

Genuity                     Hunting & Co-Location     $143,307
                            Services

Sunrise Leasing Corp.       Computer Equipment Lease  $136,757

Naviant, Inc./cDirect.com   Services                  $125,830

EMC Corp.                   Computer Services         $117,526

Theodore Swindells          Unsecured Bridge          $107,326
                            Promissory Note

Ogham Holdings, LP          Unsecured Bridge          $107,326
                            Promissory Note

J.M. Hull Asscoiates, LP    Unsecured Bridge           $96,648
                            Promissory Note

Nasdaq Stock Market         Stock Listing Fees         $91,875

Nathanson Telecom Partners  Unsecured Bridge           $88,585
LP                          Promissory Note

Hostetler Limited           Unsecured Bridge           $86,275
Partnership                Promissory Note


AVNET: Fitch Initiates Coverage with BB Sr. Unsecured Debt Rating
-----------------------------------------------------------------
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
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.


BANC OF AMERICA: Fitch Affirms Ratings on Series 2001-1 Notes
-------------------------------------------------------------
Banc of America Commercial Mortgage Inc.'s commercial mortgage
pass-through certificates, series 2001-1 are affirmed by Fitch
Ratings as follows:

        -- $142.3 million class A-1 'AAA';
        -- $527.8 million class A-2 'AAA';
        -- $50 million class A-2F 'AAA';
        -- Interest-only class X 'AAA';
        -- $35.6 million class B 'AA';
        -- $21.3 million class C 'A+';
        -- $19 million class D 'A';
        -- $9.5 million class E 'A-';
        -- $9.5 million class F 'BBB+';
        -- $19 million class G 'BBB';
        -- $14.2 million class H 'BBB-';
        -- $13.3 million class J 'BB+';
        -- $23.5 million class K 'BB';
        -- $2.1 million class L 'BB-';
        -- $5.5 million class M 'B+';
        -- $6.8 million class N 'B';
        -- $5.9 million class O 'B-'.

Fitch does not rate the $23.5 million class P certificates. The
affirmations follow Fitch's annual review of the transaction,
which closed in June 2001.

As of the August 2003 distribution date, the pool's aggregate
balance has decreased by 1.9% to $929.6 million from $948.1
million at issuance.

GMAC Commercial Mortgage Corporation, the master servicer,
collected year-end 2002 operating statements for 80% of the pool
balance. The YE 2002 weighted average debt service coverage ratio
is 1.42 times, from 1.40x at issuance for the same loans.

Currently, there are seven loans (4%) that are in special
servicing, three (1.5%) of which are real estate owned (REO). The
largest loan in special servicing is a retail property located in
Marlboro, MD. A major tenant, has rejected their lease, however
the borrower has found a buyer who wants to assume the loan.

While the 315 Park Avenue loan (9.3% of the pool), secured by a
319,776 square foot office building located in Manhattan, New
York, maintains an investment grade credit assessment, Fitch is
concerned with and will continue to monitor the leasing activity
due to the decline in occupancy to 91% compared to 99% at
issuance.

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


BCF LLC: Fitch Takes Rating Actions on Three Securitizations
------------------------------------------------------------
Fitch has taken rating actions on the following BCF L.L.C.
mortgage pass-through certificates.

     BCF L.L.C., mortgage pass-through certificates,
     series 1997-R1

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 downgraded to 'BB+' from 'BBB+'.

     BCF L.L.C., mortgage pass-through certificates,
     series 1997-R2 Group 1

        -- Class 1A affirmed at 'AAA';
        -- Class 1-B1 affirmed at 'AA';
        -- Class 1-B2 affirmed at 'A';
        -- Class 1-B3 affirmed at 'BBB';
        -- Class 1-B4 affirmed at 'BB';
        -- Class 1-B5 affirmed at 'B'.

     BCF L.L.C., mortgage pass-through certificates,
     series 1997-R2 Group 2

        -- Class 2A affirmed at 'AAA';
        -- Class 2-B1 affirmed at 'AA';
        -- Class 2-B2 affirmed at 'A';
        -- Class 2-B3 affirmed at 'BBB';
        -- Class 2-B4 rated 'B' placed on Rating Watch Negative;
        -- Class 2-B5 remains at 'C'.

     BCF L.L.C., mortgage pass-through certificates,
     series 1997-R2 Group 3

        -- Class 3A affirmed at 'AAA';
        -- Class 3-B1 affirmed at 'AA';
        -- Class 3-B2 affirmed at 'A';
        -- Class 3-B3 affirmed at 'BBB';
        -- Class 3-B4 rated 'BB' placed on Rating Watch Negative;
        -- Class 3-B5 downgraded to 'C' from 'CCC'.

     BCF L.L.C., mortgage pass-through certificates,
     series 1997-R3

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 downgraded to 'BB' from 'BBB'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the Aug. 25, 2003 distribution.


BION ENVIRONMENTAL: Unit Obtains New $1.1 Million Financing
-----------------------------------------------------------
On August 25, 2003 Bion Environmental Technologies' wholly-owned
subsidiary (Bion owns all 4 million shares that are currently
issued and outstanding), Bion Dairy Corporation, closed an initial
stage of financing totaling $1,117,500 (including $600,000 of
prior advances from Bright Capital, Ltd. and $65,000 of prior
advances from affiliates of David Mitchell, (Bion's former CEO) of
secured convertible debt.  The Notes are secured by: a) all of the
intellectual property of Bion (and its subsidiaries) (which
previously secured outstanding obligations to Brightcap), b) all
of the outstanding shares of Dairy, and c) all of the shares of
Centerpoint Corporation owned by Bion. The Notes are convertible
into the common stock of Dairy at a price of $1.00 (principal and
accrued interest on the Notes) under various conditions specified
in the financing documentation.  The material details of the
transaction are set forth at paragraph 1 of the Note Purchase
Agreement (and the schedules/exhibits thereto) included therein,
one or more of which conditions may never be met. Under additional
specified conditions (which also have no assurance of being met),
the Notes (or Dairy common stock received pursuant to the
conversion thereof) may in the future be exchanged for shares of
the common stock of Bion. If conversion of the Notes into the
common stock of Dairy takes place, all of Bion's business
opportunity in the dairy industry world-wide will be conducted
through Dairy. The financing restricts the use of its proceeds
and, unless Dairy raises substantially greater funds, there will
be no substantial funds available for Bion to pay its creditors
and carry out its business.

Effective as of August 31, 2003, the terms of an existing month-
to-month consulting arrangement with David Mager were amended to
reduce the maximum number of options to be granted to 133,333.

Bion has agreed that accrued deferred compensation to Mark A.
Smith, its President, and Bright Capital, Ltd./Dominic Bassani for
their services commencing during March 2003 shall be converted
into Bion common stock at market price with a cap on the
conversion price of $3.00 per share, provided, however, that once,
if ever, Bion informs Mark A. Smith and/or Brightcap of its intent
to pay for such services in cash, the prior outstanding balances
shall be immediately convertible into Bion common stock at the
election of Mark A. Smith and/or Brightcap, as applicable.

As of August 31, 2003, Bion still owes approximately $900,000 to
unsecured creditors (in addition to  $487,500 that it currently
owes to The Trust Under Deferred Compensation Plan for D2CO, LLC)
for past management services, and amounts to be owed/accrued for
services of Mark A. Smith, President, and Bright Capital,
Ltd./Dominic Bassani for their services.  It should be noted,
however, that the amounts currently owed by the Company to the D2
Trust will be converted into shares of Bion common stock unless
otherwise agreed in writing, upon the earlier to occur of (a) a $5
million or greater equity financing(s) by Bion, in which case the
amount payable will be converted into shares of Bion common stock
at the equity price of the financing (or, in the event that the $5
million in equity financing is obtained in a series of more than
one financing, the price of the equity financing which pushes the
aggregate total of the financings above $5 million), or (b) March
31, 2005, at the then current market price of Bion's common stock.

Although Dairy, Bion's subsidiary, recently received the financing
described above (which financing was not large enough to repay
Bion creditors and is subject to a limiting "Use of Proceeds"
which does not permit significant payment to Bion's existing
creditors) and Bion is currently seeking other outside sources of
capital, as of this date the Company has not been able to secure
the level of financing that is necessary for its current and
future operations and/or to repay its existing indebtedness and
there can be no assurance that sufficient funds will be available
from external sources. Further, there can be no assurance that any
such required funds, if available, will be available on attractive
terms or that they will not have a significantly dilutive effect
on Bion's existing shareholders. Since the Company does not yet
have the ability to generate cash flow from operations, it has
substantially curtailed its current business activities and states
that it may need to cease operations if unable to raise capital
from outside sources. This would have a material adverse effect on
its business and its shareholders.

CENTERPOINT SHAREHOLDERS MEETING/REMOVAL OF CONTRACTUAL PROBLEMS

A meeting of the Centerpoint Corporation stockholders which
commenced on July 31,2003 was concluded on August 25, 2003.
Centerpoint stockholder ratification of the Amended Centerpoint
Agreement was overwhelmingly approved (96% of the shares present
at the meeting voted in favor, including shares owned by Bion).
It should be noted that 85% (1,179,405 shares) of the shares
present at the meeting other than the shares owned by Bion voted
in favor of the ratification and only 1,490 shares voted against
the ratification (with the balance of such shares abstaining).

On August 27, 2003, Bion paid the sum of $90,000 to OAM, S.p.A.
(and its designees) to complete the transaction described in its
current report to the SEC dated April 12, 2003, as a result of the
favorable vote by Centerpoint's stockholders.

As a result, the contractual impediments to future financing
described in its current report dated April 12, 2003 have now been
removed.

TEXAS INSTALLATION

During the second half of May 2003 Bion Environmental Technologies
commenced construction of a second generation Bion Nutrient
Management System on the Devries Dairy in Texas (which milks
approximately 1150 cows) as a retrofit of the dairy's existing
lagoon.  Start-up occurred early in July 2003.  Bion anticipatess
the biology of this installation will be mature by approximately
mid-September 2003. The purpose of this installation is to
demonstrate the capacity of the Company's second generation NMS to
remove nutrients (primarily nitrogen and phosphorus) from the
waste stream. Results are anticipated during the Fall of 2003.
Bion considers the success of this system at the Devries Dairy in
Texas to be extremely important in demonstrating the effectiveness
of the Bion NMS. Success of this installation is one of the
conditions for the conversion of the Notes into common stock of
Bion Dairy Corporation.

                        *   *   *

As previously reported, there is substantial doubt about the
Company's ability to continue as a going concern.  In connection
with their report on Bion's Consolidated Financial Statements as
of, and for the year ended, June 30, 2002, BDO Seidman, LLP, the
Company's independent certified public accountants, expressed
substantial doubt about the ability of Bion to continue as a going
concern because of recurring net losses and negative cash flow
from operations.


BRITISH ENERGY: FPL Energy Agrees to Buy 50% Stake in AmerGen
-------------------------------------------------------------
FPL Energy, LLC, a subsidiary of FPL Group, Inc. (NYSE:FPL) has
reached an agreement to buy British Energy's 50 percent ownership
in AmerGen Energy Company, LLC for $276.5 million. AmerGen
currently owns three nuclear power plants in the United States
representing approximately 2,480 megawatts.

Under the terms of the agreement, an affiliate of FPL Energy will
purchase 100 percent of the outstanding stock in British Energy US
Holdings Inc., which owns a 50 percent interest in AmerGen Energy
Company, LLC.

AmerGen Energy Company is a partnership formed in 1997 between
PECO Energy Company and British Energy. In 2000 PECO merged with
Unicom to form Exelon. AmerGen currently owns and operates the
Clinton Power Station, Three Mile Island Unit 1 and the Oyster
Creek Generating Station.

Under the terms of the partnership agreement and associated power
purchase agreements, Exelon is obligated to purchase 100 percent
of the output not already under contract from the AmerGen plants
through the expiration of their current operating licenses.

Exelon has a 30-day right of first refusal to elect to purchase
British Energy's 50 percent interest in AmerGen, at the same price
and on the same terms and conditions as specified in the agreement
with FPL Energy. If Exelon exercises its right of first refusal
and purchases the British Energy shares, FPL Energy will receive a
transaction fee.

In addition, under the partnership agreement, Exelon has the right
to elect to participate in the sale of British Energy's interest
in AmerGen on the same timetable and terms and conditions as the
right of first refusal. If Exelon were to exercise its Tag-along
Right, the consideration offered by FPL Energy for a 50 percent
interest in AmerGen would be applied pro rata to the interests of
British Energy and Exelon, leaving each with a 25 percent interest
in AmerGen.

Subject to Exelon's right of first refusal, FPL Energy expects to
close the acquisition in the first quarter 2004 as soon as all
regulatory approvals have been obtained. The company expects the
transaction to be immediately accretive to earnings per share.

"This transaction will further diversify our generating fleet and
supports our strategy of building a moderate risk, well-hedged
portfolio," said Jim Robo, president of FPL Energy.

"Our investment in AmerGen will be financially attractive and
provide a stable revenue stream. We look forward to working
closely with Exelon in identifying opportunities for additional
value creation."

All of the plants will continue to be operated by Exelon. However,
according to the terms of the partnership agreement, FPL Energy
will have the right to appoint three of the six representatives of
the Management Committee of AmerGen that oversees the affairs of
the company.

The Clinton Power Station is a 1,017-megawatt boiling water
reactor located near Clinton in Central Illinois. The plant began
commercial operation in 1987 and was sold to AmerGen in late 1999.
Its current operating license expires in 2026.

Three Mile Island Unit 1 is a 837-megawatt pressurized water
reactor located near Harrisburg, Pennsylvania. The plant began
commercial operation in 1974 and was sold to AmerGen in late 1999.
Its current operating license expires in 2014.

The Oyster Creek Generating Station is a 627-megawatt boiling
water reactor located in Lacey Township, near the New Jersey
shore. The plant began commercial operation in 1969 as the first
large-scale commercial nuclear power plant in the United States
and was sold to AmerGen in 2000. Its current operating license
expires in 2009.

The transaction is subject to various regulatory approvals
including the Federal Energy Regulatory Commission and the Nuclear
Regulatory Commission, as well as U.S. antitrust agency review. In
addition, the transaction is subject to approval by British Energy
shareholders, if required, and the Secretary of State for Trade
and Industry of the United Kingdom.

Merrill Lynch & Company acted as financial advisor to FPL Energy
and Shaw Pittman LLP acted as legal advisor to the company.

FPL Group, with annual revenues of more than $8 billion, is
nationally known as a high-quality, efficient, and customer-driven
organization focused on energy-related products and services. With
a growing presence in 26 states, it is widely recognized as one of
the country's premier power companies. Its principal subsidiary,
Florida Power & Light Company, serves more than 4 million customer
accounts in Florida. FPL Energy, LLC, an FPL Group energy-
generating subsidiary, is a leader in producing electricity from
clean and renewable fuels. Additional information is available on
the Internet at http://www.FPLGroup.com http://www.FPL.comand
http://www.FPLEnergy.com

                       *      *      *

As reported in Troubled Company Reporter's April 9, 2003 edition,
following the announcement by British Energy that it had entered
into formal standstill agreements with a number of its creditors
and postponed principal repayment on guaranteed bonds due 25 March
2003, 25 March 2006 and 25 March 2016, Fitch Ratings has re-
examined the CDO transactions it rates for exposures to the debt
issued by British Energy. The postponement of principal repayment
legitimizes the calling of a Restructuring credit event under the
terms of the standard credit default swap agreement. The agency's
current Senior Unsecured rating for British Energy is 'C' Rating
Watch Negative. The timing of any future downgrade of British
Energy's Senior Unsecured rating would be dependent upon
creditors' formal agreement to a final form of restructuring or
cancellation of the standstill agreement and resultant formal
insolvency procedures.


CABLE SATISFACTION: Director Dave Brochet Steps Down from Board
---------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A) announced the
resignation of Dave Brochet, a director since 2001, from the Board
of Directors. Mr. Brochet is a manager with Capital Communications
CDPQ Inc.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao - Televisao
por Cabo, S.A. provides cable television services, high-speed
Internet access, telephony and high-speed data transmission
services to homes and businesses in Portugal through a single
network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange under the trading symbol "CSQ.A".

      *     *     *

                       SIGNIFICANT EVENTS

Since December 31, 2002, Cabovisao is in default of certain
financial and operational covenants under its credit facility. The
credit facility consisted of a fully drawn Secured Term Loan of
euro 100 million ($155.9 million as of June 30, 2003) that matured
on December 31, 2002 and undrawn Secured Revolving Advances of
euro 260 million ($405.4 million as of June 30, 2003). On the
maturity date, the credit facility allowed the Secured Term Loan
to be converted into Secured Revolving Advances, the availability
of which was subject to certain financial covenants and
conditions. The Secured Revolving Advances were cancelled on
December 19, 2002 and such conversion did not occur.

The Company has obtained waivers with respect to Cabovisao's non-
compliance and successive extensions of the maturity date of the
Secured Term Loan until October 31, 2003, subject to certain
conditions.

On March 1, 2003, the Company did not make the semi-annual
interest payment on its US$155 million ($210.1 million as of
June 30, 2003) Senior Notes. The grace period with respect to such
payment expired on March 31, 2003 without such payment having been
made.

On June 13, 2003, the Company announced that it had received a
commitment from Capital Communications CDPQ Inc., in connection
with a proposed recapitalization and restructuring plan.

Under the CDP Plan, euro 45 million (approximately $71 million) of
new common equity will be injected into Csii upon the effective
date of the Plan, including a minimum investment of euro 27
million by CDP and any co-investors designated by CDP. The balance
will be raised by providing existing holders of its outstanding
US$155 million Senior Notes the opportunity to subscribe for up to
euro 14 million in new equity and existing Csii shareholders
(including CDP) the opportunity to subscribe for up to euro 4
million in new equity. CDP has undertaken to increase its minimum
investment up to euro 45 million to cover any shortfall in such
balance which is not subscribed by the noteholders or
shareholders.

The ownership structure of Csii following the proposed
recapitalization and restructuring would be as follows (before the
exercise of any warrants or stock options):

- 70% of the equity of the recapitalized Csii, represented by the
  euro 45 million investment;

- 26% of the equity owned by noteholders in exchange for the
  complete equitization of the Senior Notes;

- 4% of the equity owned by Csii's shareholders in exchange for
  the shares held by them.

Assuming the Backstop Commitment is not called upon and all
noteholders and shareholders exercise their rights to subscribe
for equity of Csii, the existing shareholders of Csii (including
CDP) will own 10% of the equity of the recapitalized Csii and the
noteholders will own 48%. The remaining 42% would represent the
euro 27 million of new equity invested by CDP and any co-
investors designated by CDP.

According to the Special Committee of the Board of Directors
formed to review and evaluate the alternatives of the Company, the
CDP Plan was the most attractive offer received by the Company
following the extensive solicitation of potential investors and
evaluation of bids by Rothschild, the Company's financial advisor.

On June 27, 2003, the Company voluntarily filed for and obtained
an order from Quebec Superior Court for protection under the
Companies' Creditors Arrangement Act for an initial 30-day period.
As part of the court order, the Company's annual meeting scheduled
for June 30, 2003 has been postponed up to November 30, 2003. This
court protection was subsequently extended to October 15, 2003.
While Csii is under court protection, the Company's subsidiary in
Portugal, Cabovisao, is not subject to this court order and will
continue to provide normal service to customers.

On July 25, 2003, the Company filed a plan of arrangement and
reorganization with Quebec Superior Court, which is similar in all
material respects to the CDP Plan.

In order for the plan of arrangement and reorganization to become
effective, a court-supervised vote will be required to obtain
consent from Csii's unsecured creditors as prescribed by Canadian
law. In addition, implementation of any court-sanctioned plan will
require or be subject to the approval of Cabovisao's bank
syndicate, satisfactory agreements with Cabovisao's trade
creditors, the execution of definitive documentation and the
satisfaction of other customary conditions. There can be no
assurance that the plan of arrangement and reorganization will be
completed successfully or on the terms announced.

Furthermore, one holder of approximately 34% of the outstanding
unsecured Senior Notes has indicated that it will not vote in
favour of the proposed plan of arrangement and restructuring and
that it may propose an alternate plan. The Company continues
discussions with such holder and, until a credible superior
proposal is presented, continues to believe that the CDP Plan is
the best alternative available for the Company and its
stakeholders.

Given this context, there is significant uncertainty regarding the
Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments to the amounts
and classifications of the assets and liabilities that might be
necessary should the Company be unable to continue as a going
concern.


CAMPBELL SOUP: Positive Earnings Restore Balance Sheet Solvency
---------------------------------------------------------------
Campbell Soup Company (NYSE:CPB) reported diluted earnings per
share for the fourth quarter ended August 3, 2003 of $.18,
compared to $.13 recorded in the year-ago quarter. Earnings per
share in the year-ago quarter included amortization expense of
approximately $.04, since eliminated under SFAS No. 142, which the
company adopted at the start of fiscal 2003, and approximately
$.01 for costs related to the Australian manufacturing
reconfiguration.

For the quarter, net sales increased 19 percent to $1,455 million.
The following factors drove the increase:

-- Volume and mix increased 6 percent

-- Price added 2 percent

-- Reduced promotional spending added 3 percent

-- Currency added 5 percent

-- Acquisitions contributed 3 percent

-- The fourth quarter included 14 weeks compared to 13 weeks in
   the year-ago period, with the additional week accounting for
   approximately 7 - 8 percentage points of the sales increase.

For the fourth quarter of fiscal 2003, wet soup shipments compared
to a year ago were up 7 percent in the U.S. and 3 percent outside
the U.S., resulting in a 6 percent increase worldwide. In the
U.S., ready-to-serve shipments rose 29 percent, broth shipments
increased 22 percent, and condensed soup shipments declined 5
percent.

Total marketing investment for the quarter increased 17 percent.
Currency and acquisitions accounted for 7 percentage points of the
increase.

Net earnings were $74 million versus $55 million a year earlier.
Earnings for the year-ago quarter included amortization expense of
$14 million, since eliminated under SFAS No. 142, and $4 million
for costs related to the Australian manufacturing reconfiguration.

For the fiscal 2003 year, the company reported diluted earnings
per share, before the cumulative effect of the accounting change,
of $1.52 compared to $1.28 for the prior year. Earnings per share
for fiscal 2002 included amortization expense of approximately
$.13 per share, since eliminated under SFAS No. 142, and
approximately $.03 per share of costs related to the Australian
manufacturing reconfiguration.

For the year, net sales increased 9 percent to $6,678 million. The
following factors drove the increase:

-- Volume and mix increased 3 percent

-- Price added 1 percent

-- Currency added 3 percent

-- Acquisitions contributed 2 percent

-- The fiscal year included 53 weeks compared to 52 weeks in the
   prior year, with the additional week accounting for
   approximately 1 - 2 percentage points of the sales increase.

For fiscal year 2003, wet soup shipments compared to a year ago
were up 2 percent in the U.S. and 2 percent outside the U.S.,
resulting in a 2 percent increase worldwide. In the U.S., ready-
to-serve soup shipments rose 8 percent, broth shipments increased
13 percent, and condensed soup shipments declined 6 percent.

Total marketing investment was up 7 percent with currency and
acquisitions accounting for 5 percentage points of the increase.

Net earnings, before the cumulative effect of the accounting
change for fiscal 2003, were $626 million versus $525 million for
the prior year. Net earnings in fiscal 2002 included amortization
expense of $54 million, since eliminated upon the adoption of SFAS
No. 142, and costs of $14 million related to the Australian
manufacturing reconfiguration.

In addition, the company reported cash flow from operations of
$873 million compared with $1,017 million last year. The year-ago
result benefited from a significant reduction in working capital
to record low levels, which have been maintained in fiscal 2003.
Capital expenditures for fiscal 2003 were $283 million, slightly
higher than the $269 million of a year ago.

Douglas R. Conant, Campbell's President and Chief Executive
Officer, said, "We have now delivered two years of top-line growth
and we are positioned to build on this performance in fiscal 2004.
Our results in fiscal 2003 demonstrate that our investments in
quality, new products and packaging, and improved marketing are
taking hold. In our North America Soup business, we have continued
to deliver strong growth in our ready-to-serve soups and broths
and we have laid the foundation for more growth with the
introduction of our 'M'm! M'm! Good! To Go' convenience line. In
our condensed soup business, we are taking steps to profitably
improve trends through continued product and packaging
improvements, the rollout of our innovative gravity fed shelving
system, and by focusing on those segments with the most
competitive advantages, including kids and cooking. We have just
launched our new advertising campaign, 'Make It Campbell's
Instead,' which covers both ready-to-serve and condensed
varieties."

Conant continued, "In our North America Sauces and Beverages
segment, we are also seeing the positive impact of increased
investments behind such brands as 'Pace' Mexican sauces, 'Prego'
pasta sauces and 'V8' vegetable juices. In our Biscuits and
Confectionery segment, Pepperidge Farm and Arnotts delivered
strong performances. We have gained share in several of these
businesses and we are continuing to fill the innovation pipeline
with convenient, on-trend products. As we begin our new fiscal
year, we are clearly a much more competitive company, far better
positioned to win with our customers and our consumers. The table
is set for stronger performance."

For fiscal year 2004, the company expects earnings per share to be
approximately $1.58. This fiscal 2004 projection includes
approximately $.03 for incremental pension and post-retirement
medical expense and reflects the company's continued commitment to
maintaining a significant level of marketing investment. In
addition, fiscal 2003 had the benefit from the 53rd week of
approximately $.02. For the first quarter of fiscal year 2004, the
company expects earnings to be between $.48 - $.50 per share.

At August 3, 2003, Campbell Soup's total current liabilities
exceeded its total current assets by about $1.5 billion. At
January 26, 2003, the Company's balance sheet shows a net capital
deficit of about $100 million.

                North America Soup and Away From Home

Sales for North America Soup and Away From Home were $2,606
million, a 3 percent increase compared with a year ago. Operating
earnings of $632 million were flat compared to a year earlier.
U.S. soup shipments were up 2 percent over the prior year. Further
details include:

-- Ready-to-serve soup shipments increased 8 percent behind the
   launch of Campbell's "Soup At Hand" sippable soups and strong
   shipment growth of "Campbell's Chunky" and "Campbell's Select"
   soups.

-- New Campbell's "Soup At Hand" sippable soups finished the year
   with strong results, as sales exceeded expectations. As
   previously announced, Campbell is now shipping 7 new varieties
   of "Soup At Hand" as part of its "M'm! M'm! Good! To Go"
   convenience platform.

-- Both "Campbell's Chunky" and "Campbell's Select" soups in
   microwavable bowls are now shipping as part of the "M'm! M'm!
   Good! To Go" convenience platform. Initial customer and
   consumer acceptance behind this initiative have been strong.

-- Condensed soups declined 6 percent for the year. In the fourth
   quarter, the company began shipping condensed soups with new
   easy-open lids and improved chicken varieties.

-- "Swanson" broth shipments were up 13 percent as consumers
   continued to respond to advertising and promotion supporting
   broth as an everyday ingredient for cooking.

-- Away From Home soup sales were up with good growth in all soup
   formats. Stockpot had an especially strong year. These results
   were offset by volume reductions in low margin, non-soup
   products.

-- Canadian soup sales showed good growth, helped by the regional
   introduction of new "Campbell's Gardennay" soups in aseptic
   packages.

               North America Sauces and Beverages

North America Sauces and Beverages sales were up 5 percent to
$1,246 million and operating earnings increased 12 percent to $289
million. These results were achieved behind strong gains in "Pace"
Mexican sauces, "V8" vegetable juices, "Campbell's" tomato juice
and the introduction of new "V8 Splash" Smoothies and "Pace
Mexican Creations." Additional highlights include:

-- "Prego" Hearty Meat Sauces were introduced during the fourth
   quarter. Retail acceptance and initial consumer purchases have
   been strong.

-- "Pace Mexican Creations" sauces are the largest single "Pace"
   brand initiative since Campbell's acquisition of the company.
   "Pace," the only brand of Mexican sauce advertising coast-to-
   coast, is the market share leader west of the Mississippi.

-- Consumer demand for "V8" vegetable juices continued to respond
   favorably to advertising support in fiscal 2003. The "V8
   Splash" juice drink brand generated sales growth for the year
   behind the successful introduction of "V8 Splash" Smoothies.

                 Biscuits and Confectionery

Sales for Biscuits and Confectionery increased 18 percent to
$1,774 million compared to last year. The Snack Foods Limited
acquisition in Australia accounted for 8 percentage points of the
sales increase and currency contributed 4 percentage points.

Operating earnings increased 14 percent to $212 million, with
currency translation accounting for 4 percentage points of the
growth. Operating earnings included $1 million of costs related to
the Australian manufacturing reconfiguration compared to $20
million in fiscal year 2002. In fiscal year 2003, the company
recorded transitional expenses of $10 million related to the
closure of the Pepperidge Farm bakery in Norwalk, CT and the
startup expenses of the new bakery in Bloomfield, CT. Additional
details include:

-- Pepperidge Farm delivered strong sales performance in its
   cookies, crackers and bakery segments. New "Goldfish" Colors
   crackers, introduced in the first quarter of fiscal 2003, and
   Pepperidge Farm Mini Distinctive cookie varieties, introduced
   in the fourth quarter, have delivered strong sales.

-- At Arnotts, sales expanded on growth in core cookie lines and
   the addition of Snack Foods Limited. Following the close of the
   fiscal year, Arnotts signed an agreement to purchase three
   chocolate biscuit brands, subject to regulatory approval. These
   brands are expected to complement Arnotts existing biscuit
   business.

-- Godiva Chocolatier's worldwide sales grew despite an uncertain
   global economic environment. In fiscal 2003, Godiva opened 25
   new stores worldwide while closing 15 unprofitable stores. Same
   stores sales declined in North America, but rose in Japan and
   Europe.

                 International Soup and Sauces

International Soup and Sauces sales increased 14 percent to $1,052
million. Favorable currency translations and the acquisition of
Erin Foods accounted for the sales increase. Operating earnings
increased 7 percent to $128 million, due primarily to favorable
currency translation, partially offset by $8 million in costs
related to the discontinuance of certain European co-packing
contracts. Strong performance of instant dry soups across Europe
was offset by weakness in the wet soup and sauces businesses in
the UK, France and Germany. Further details include:

-- The UK shortfall reflects declines in "Homepride" sauces and
   "Campbell's" branded soups.

-- In Germany, a significant portion of the private-label soup
   business is being discontinued. The dry soup brand, "Heisse
   Tasse," performed strongly.

-- In France, volume declined in the fourth quarter, driven by
   unusually warm weather conditions and aggressive competitive
   pressures.

-- In Australia and Asia, both soups and sauces delivered solid
   top and bottom line growth.

Campbell Soup Company is a global manufacturer and marketer of
high quality soup, sauces, beverage, biscuits, confectionery and
prepared food products. The company owns a portfolio of more than
20 market-leading businesses each with more than $100 million in
sales. They include "Campbell's" soups worldwide, "Erasco" soups
in Germany and "Liebig" soups in France, "Pepperidge Farm" cookies
and crackers, "V8" vegetable juices, "V8 Splash" juice beverages,
"Pace" Mexican sauces, "Prego" pasta sauces, "Franco-American"
canned pastas and gravies, "Swanson" broths, "Homepride" sauces in
the United Kingdom, "Arnott's" biscuits in Australia and "Godiva"
chocolates around the world. The company also owns dry soup and
sauce businesses in Europe under the "Batchelors," "Oxo,"
"Lesieur," "Royco," "Liebig," "Heisse Tasse," "Bla Band" and
"McDonnells" brands. The company is ably supported by 25,000
employees worldwide. For more information on the company, visit
Campbell's Web site on the Internet at http://www.campbellsoup.com

In late 2002, shareholder equity on Campbell Soup's balance sheet
dipped below zero following year-to-year declined in net sales.
Positive earnings each quarter this past year have restored the
company's balance sheet to a solvent state.  Today, Campbell's
bonds carry an A rating and trade above par.  Campbell's stock has
climbed to $26+ per share.


CANWEST MEDIA: S&P Rates C$940 Million Sr. Sec. Term Loan at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating to CanWest Media Inc.'s C$940 million senior secured
tranche D term loan bank facility due May 2009. In addition,
Standard & Poor's has withdrawn its ratings on the company's B and
C term loan tranches. At the same time, the ratings outstanding on
Winnipeg, Manitoba-based CanWest Media, including the 'B+' long-
term corporate credit rating, were affirmed. The outlook is
stable.

The tranche D term loan refinanced the B and C term loan tranches
of the company's credit facility. CanWest Media estimates that the
transaction will yield C$8.0 million of interest savings annually.
The company had C$3.4 billion lease-adjusted debt outstanding at
the end of the period (including C$755.0 million of pay-in-kind
holding company notes).

"The ratings on CanWest Media largely reflect the company's high
debt level, relatively weak credit measures, and limited financial
flexibility," said Standard & Poor's credit analyst Barbara
Komjathy.

The ratings are supported by the company's leading Canadian market
position and the business diversity afforded by its newspaper
publishing and television broadcasting assets, which help to
mitigate the affect of the advertising-revenue and newsprint-cost
cycles. Also factored into the ratings is the favorable regulatory
environment that limits foreign competition and ownership.

CanWest Media's solid results in the first three quarters of 2003
(Aug. 31 year-end) reflect improving advertising market
conditions, albeit growth has slowed somewhat in the third quarter
due to a number of temporary external factors, such as the war in
Iraq. The company has sold certain newspaper assets in August 2002
and in January 2003, thus actual revenue and EBITDA in the first
three quarters of 2003 are below that of 2002. On a pro forma
basis, however, revenues and EBITDA have increased by 5.5% and
11.4% in the first nine months of 2003. CanWest's domestic
television broadcast operations continue to receive strong
ratings, ranking first in prime time for the 18-49 years old
demographic in Toronto, Ontario, and Vancouver, B.C. Newspaper
results on a pro forma basis in the period were supported by
national advertising sales growth, particularly for the auto and
technology sectors, although a strike at the company's Victoria,
B.C.-based newspapers and SARS-related advertising cuts have
dampened overall segment performance. CanWest Media's
international operations, including Network Ten, have shown strong
growth and also benefited from exchange rate gains. Network Ten
made a C$30 million interim distribution to CanWest Media, with
additional distributions expected in December 2003.

The stable outlook reflects the expectation that CanWest Media
will maintain its strong business profile, particularly its
broadcast television audience and newspaper readership and
circulation market shares, and will continue to reduce losses at
the National Post newspaper. In addition, the company is expected
to lower debt levels to offset accretion in holding company
indebtedness. Total debt (including holding company notes) to
adjusted EBITDA should improve to 5.5x, and gross adjusted EBITDA
interest coverage to close to 2.0x, by the end of 2004.


CENTENNIAL COMMS: Selling 30 Million Shares in Public Offering
--------------------------------------------------------------
Centennial Communications Corp. (Nasdaq: CYCL) announced today
intends to offer for sale 30 million shares of common stock in a
public offering, not including shares to be sold pursuant to an
over-allotment option to be granted to the underwriters. The
common stock will be offered under Centennial's existing shelf
registration statement.

Centennial intends to use all of the net proceeds from the
offering to repay its unsecured subordinated notes due 2009, all
of which may not get repaid. The Mezzanine Debt is currently
accruing pay-in-kind interest at a rate of 13%.

Affiliates of The Blackstone Group will grant the underwriters in
connection with the offering an option to purchase additional
shares of Centennial common stock to cover over-allotments, if
any, up to an additional 15% of the shares sold by the Company in
the offering. Currently, affiliates of The Blackstone Group
collectively own approximately 29% of Centennial's outstanding
common stock.

Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated are
acting as joint book-running managers for the offering.

Centennial (S&P, B- Corporate Credit Rating, Negative) is one of
the largest independent wireless telecommunications service
providers in the United States and the Caribbean with
approximately 17.1 million Net Pops and approximately 929,700
wireless subscribers. Centennial's U.S. operations have
approximately 6.0 million Net Pops in small cities and rural
areas. Centennial's Caribbean integrated communications operation
owns and operates wireless licenses for approximately 11.1 million
Net Pops in Puerto Rico, the Dominican Republic and the U.S.
Virgin Islands, and provides voice, data, video and Internet
services on broadband networks in the region. Welsh, Carson
Anderson & Stowe and an affiliate of the Blackstone Group are
controlling shareholders of Centennial. For more information
regarding Centennial, visit its Web sites at
http://www.centennialcom.comand http://www.centennialpr.com


CENTENNIAL COMMS: Carmen Culpeper Resigns from Company's Board
--------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) announced that
Carmen A. Culpeper has resigned from the Company's board of
directors.

Ms. Culpeper, a former president of the Puerto Rico Telephone
Company and Secretary of Treasury of Puerto Rico, will now serve
as a consultant to the Company and assist the Company in its
marketing and regulatory affairs in Puerto Rico.

"On behalf of the management team, I would like to thank Carmen
for her many contributions to the Centennial board over the past
three years, particularly with respect to her service on our audit
committee and her extensive knowledge of the Puerto Rico market,"
said Michael J. Small, chief executive officer of Centennial.
"Given new rules applicable to audit committee members, Carmen was
effectively prohibited from assisting the Company in its
regulatory affairs. Her new role as a consultant to the Company
will allow us to fully leverage Carmen's extensive knowledge of
the Puerto Rico market."

James P. Pellow has been named to serve the remainder of Ms.
Culpeper's term and will join the Company's audit committee. Mr.
Pellow has served as executive vice president and treasurer of St.
John's University since 1999 and has served in other senior
capacities with St. Johns University since 1991. Mr. Pellow has
also worked at Coopers & Lybrand and at Chapdelaine & Co., a New
York City municipal bond brokerage firm. Mr. Pellow is a certified
public accountant and received a B.B.A and an M.B.A. from Niagara
University.

"We are pleased to welcome Jim Pellow to the Centennial board,"
said Mr. Small. "His strong finance and accounting background will
serve Centennial well as we continue to grow our businesses."

Centennial (S&P, B- Corporate Credit Rating, Negative) is one of
the largest independent wireless telecommunications service
providers in the United States and the Caribbean with
approximately 17.3 million Net Pops and approximately 939,500
wireless subscribers. Centennial's U.S. operations have
approximately 6.1 million Net Pops in small cities and rural
areas. Centennial's Caribbean integrated communications operation
owns and operates wireless licenses for approximately 11.2 million
Net Pops in Puerto Rico, the Dominican Republic and the U.S.
Virgin Islands, and provides voice, data, video and Internet
services on broadband networks in the region. Welsh, Carson
Anderson & Stowe and an affiliate of the Blackstone Group are
controlling shareholders of Centennial. For more information
regarding Centennial, visit its Web sites at
http://www.centennialwireless.com http://www.centennialpr.comor
http://www.centennialrd.com


CHEVY CHASE BANK: S&P Ups Long-Term Counterparty Rating to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit ratings on Chevy Chase Bank FSB to 'BB+' from
'BB'. At the same time, the outlook was revised to stable from
positive.

The long-term counterparty credit ratings on the bank's parent
company, B.F Saul Real Estate Investment Trust were also raised to
'B' from 'B-'.

"The ratings revision is the result of a decreased risk profile in
its loan portfolio, improved funding, and acceptable profitability
given the current rating level," said Standard & Poor's credit
analyst Baylor A. Lancaster. Chevy Chase's loan portfolio is now
more than 60% residential mortgages and home equity loans.
Indirect auto loans and leases, which had comprised a significant
component of the loan book, are no longer being originated and
have begun to decline as a proportion of total loans. Asset
quality metrics have shown steady improvement as well.

Chevy Chase Bank is an $11.7 billion-asset federal savings bank
based in Maryland, with a steadily expanding footprint throughout
suburban Washington D.C. The bank is majority-owned by the B.F.
Saul REIT, which operates hotel and office properties primarily in
the mid-Atlantic states. Chevy Chase's continued growth has led to
an improved funding profile, with core deposits having risen
substantially in recent years. Capital measures remain low on a
reported basis, but are seen as having improved on a risk-adjusted
basis given the decreased risk profile of the bank.


CONSECO INC: S&P Takes Various Rating Actions on Subsidiaries
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' counterparty
credit and financial strength ratings on Bankers Life & Casualty
Co., Colonial Penn Life Insurance Co., Conseco Annuity Assurance
Co., Conseco Health Insurance Co., Conseco Life Insurance Co., and
Conseco Life Insurance Co. of NY (collectively, Conseco Life
Group; CLG) on CreditWatch with positive implications.

In addition, Standard & Poor's placed its 'B+' counterparty credit
and financial strength ratings on Conseco Senior Health Insurance
Co. on CreditWatch developing.

Standard & Poor's also withdrew its 'B+' counterparty credit and
financial strength ratings on Pioneer Life Insurance Co. and
Conseco Medical Insurance Co. due to the companies' merger into a
nonrated sister subsidiary.

In addition, Standard & Poor's assigned its 'CCC-' rating to
Conseco Inc.'s (OTC BB:CNCEQ) $860 million convertible preferred
stock issue reflecting its deeply subordinated position within the
capital structure. This rating is not on CreditWatch.

The 'B+' ratings on CLG largely reflect the weak operating capital
of the units. As of June 30, 2003, the combined NAIC risk-based
capital ratio was 173%. The positive CreditWatch reflects the
expected proceeds from the sale of the GM Building, reported in
the press at $1.4 billion, which could result in an operating
capital increase of about $380 million. The ultimate ratings level
for CLG will incorporate the capital strength of the operating
units on actual receipt of the GM Building proceeds, as well as
the new capital structure of the holding company after its
emergence from bankruptcy and the expected fixed-charge coverage.
On emergence from bankruptcy, Conseco Inc. will prepare a balance
sheet in accordance with fresh start accounting as required by
AICPA Statement of Position 90-7. Once Standard & Poor's has
reviewed the fresh start balance sheet and related financial
materials, a counterparty credit rating will be assigned to
Conseco Inc., and a rating will be assigned to the $1.3 billion of
bank debt issued in conjunction with the holding company's
emergence from bankruptcy. If the ratings on CLG are raised, they
will likely be in the 'BB' category.

The placement of Conseco Senior Health Insurance Co. (CSH) on
CreditWatch developing reflects the excessive losses this company
has experienced on its long-term care business. Management is
currently investigating possible solutions. If a solution is
forthcoming, the ratings on CSH could be aligned with CLG. If not,
the ratings will likely be lowered, possibly to the 'CCC'
category.


CONSECO INC: A.M. Best Affirms B FSR on Insurance Subsidiaries
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) of Conseco, Inc's (NYSE: CNC) insurance subsidiaries and
has removed the ratings from under review. The rating outlook is
positive.

This change reflects the Northern District of Illinois Bankruptcy
Court's decision to approve CNC's plan of reorganization on
September 9, 2003 and CNC's subsequent emergence from bankruptcy
on September 10, 2003. CNC filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy code in
December 2002. The bankruptcy filing was necessitated as a result
of indebtedness amassed from a corporate-wide acquisition strategy
during the 1990's and the significant reduction in shareholder's
equity, which was primarily caused by losses in its consumer
finance business and investment portfolio and the write-off of
substantially all of the balance of goodwill and deferred tax
assets from its balance sheet. The company has formally emerged
from the bankruptcy reorganization administrative process and is
now an insurance only entity with a simplified debt and operating
structure and a restructured balance sheet which will reflect a
"fresh start" accounting valuation.

The maintenance of the financial strength rating reflects A.M.
Best's view that the bankruptcy restructuring has resolved some of
the risk of uncertainty surrounding the company's ability to
emerge successfully from bankruptcy and to move forward with its
restructuring plan, although it is unclear at this time how much
business risk still remains in the organization. The removal of
the under review status and the assignment of a positive outlook
reflects the emerging nature of CNC as a new legal and insurance
operating entity.

A.M. Best views positively management initiatives to recapitalize
the company and restore its financial and operating viability.
These initiatives include the sale of the company's ownership of
the GM building in New York at a significant statutory gain, the
sale of Conseco Finance, reducing or discontinuing products which
are more capital intensive, ongoing operating expense reductions,
merging of some subsidiaries and the restructuring of the
company's investment portfolio toward less risky, less volatile
investments that more appropriately match the liabilities of its
insurance operations. In addition, it is A.M. Best's opinion that
the insurance companies will continue to stabilize and rebuild
their overall capitalization levels and operating profiles in the
near term. A.M. Best also notes the ongoing regulatory oversight
and the protective order ("Order to Maintain Financial Condition
and To Protect Policyholders") issued by the Texas Department of
Insurance which is the lead domiciliary regulator.

Despite these positive developments, there still exists
significant execution risk to CNC as it implements it
reorganization plan, a diminished capital position on both an
absolute and risk adjusted basis, ongoing uncertainty regarding
the viability of the company's independent distribution systems,
significant investment risk within its portfolios and a moderately
high debt to capital ratio on a post bankruptcy basis. In
addition, A.M. Best believes CNC will be challenged as it "right-
sizes" its expense levels to meet its new operating profile. These
factors, coupled with the general macro environmental challenges
facing the industry as a whole, create formidable challenges to
CNC's future success. A.M. Best will continue to closely monitor
the company's financial and operational performance and the
related impact on its ability to meet its obligations to its
policyholders.

A.M. Best has affirmed the financial strength ratings of B (Fair)
of the following CNC subsidiaries.

     -- Conseco Annuity Assurance Company

     -- Conseco Life Insurance Company

     -- Conseco Senior Health Insurance Company

     -- Conseco Health Insurance Company

     -- Conseco Life Insurance Company of New York

     -- Washington National Insurance Company

     -- Colonial Penn Life Insurance Company

     -- Bankers Life and Casualty Company


COVANTA ENERGY: Files Joint Plan of Reorganization & Liquidation
----------------------------------------------------------------
On September 8, 2003, Covanta Energy Corporation and its
affiliated reorganizing debtors and liquidating debtors filed a
draft Joint Plan of Reorganization, a draft Joint Plan of
Liquidation and a related draft Disclosure Statement with the
United States Bankruptcy Court for the Southern District of New
York.

Bankruptcy law does not permit solicitation of acceptances of the
Plans until the Bankruptcy Court approves the final Disclosure
Statement as providing adequate information of a kind, and in
sufficient detail, as far as is reasonably practicable in light
of the nature and history of the debtor and the condition of the
debtor's books and records, that would enable a hypothetical
reasonable investor typical of the holder of claims or interests
of the relevant class to make an informed judgment about the
Plans.  Accordingly, this announcement is not intended to be, nor
should it be construed as, a solicitation for a vote on the
Plans.  The Company will emerge from Chapter 11 if and when the
Plans receive the requisite creditor approval and are confirmed
by the Bankruptcy Court.

Additionally, on September 5, 2003, Covanta and certain of its
subsidiaries entered into an agreement to sell their interests in
Heber Geothermal Company, Heber Field Company, Second Imperial
Geothermal Co., Mammoth-Pacific L.P. and certain related holding
companies to affiliates of ArcLight Energy Partners Fund I, L.P.
and Caithness Energy, L.L.C. for a purchase price of
$170,000,000, subject to adjustments.

                  Overview of Reorganization Plan

Scott G. Mackin, President and Chief Executive Officer of Covanta
Energy Corporation and President of Ogden New York Services,
Inc., relates that the Reorganization Plan is premised on the
economic benefits to be derived from a framework for a
restructuring of the Debtors built around the establishment and
implementation of an Employee Stock Ownership Plan.  By
establishing an ESOP to which Reorganized Covanta will contribute
all of its stock, the employees of the Reorganized Debtors, as
ESOP participants, will receive an equity interest in Reorganized
Covanta that provides employees an opportunity to profit from the
value of Reorganized Covanta Common Stock.

In addition, the implementation of the ESOP and Reorganization
Plan is intended to result in the Debtors realizing a significant
increase in available after-tax cash flow through a substantial
reduction in federal income tax liabilities that will permit the
Debtors to pay down their Allowable Claims.  Thereby, permitting
the Reorganizing Debtors to emerge from bankruptcy and permitting
the Reorganizing Debtors to benefit the employees participating
in the ESOP.

Furthermore, the feasibility of the Reorganization Plan is
further premised upon an ability to implement the Business Plan
for the Reorganizing Debtors.  The Business Plan and accompanying
financial projections through December 31, 2007 include the
preliminary estimated effects of the required adoption of "fresh
start" accounting.  While the Debtors believe that the Business
Plan and Projections are reasonable and appropriate, they include
a number of assumptions that may differ from actual results and
are subject to a number of risk factors.

The Debtors expect to sell their interests in certain geothermal
energy projects in Heber, California.  The Debtors expect to
effect the sale pursuant to either Section 363 of the Bankruptcy
Code or through a plan of reorganization for the Heber Debtors to
be filed with respect to the Debtor entities to be sold, in
either event contemplating selling the Geothermal Debtor
Equity on substantially similar economic terms.

The Debtors expect to file a Section 363 sale motion and reserve
the right to file the Heber Plan based on substantially similar
economic terms to the proposed Section 363 sale.  Consummation of
the sale of Geothermal Debtor Equity under either a Section 363
sale or the Heber Plan would result in the transfer of ownership
of certain Reorganizing Debtors and Heber Debtors that own or
lease the Geothermal Projects to certain buyers.  The
Reorganization Plan is premised on the consummation of the
Geothermal Sale, as the proceeds of the Geothermal Sale will
provide the Reorganized Debtors with funds necessary to emerge
from Chapter 11 protection.

                   Overview of Liquidation Plan

The Liquidation Plan, on the other hand, provides for the
complete liquidation of the Liquidating Debtors.  Substantially
all of the Liquidation Assets of the Liquidating Debtors have
already been sold.  The Debtors have proposed that the Secured
Bank Lenders and 9.25% Debenture Holders contribute their
Distributions, to which they would otherwise be entitled under
the Liquidation Plan to Reorganized Covanta.  The Distributions
consists of:

   (i) the proceeds of certain postpetition asset sales, and

  (ii) certain other Claims of the Liquidating Debtors upon which
       the Secured Bank Lenders and 9.25% Debenture Holders have
       a first priority secured lien.

The Debtors further propose that up to $500,000 of the Cash
subject to the transfers be transferred to the Operating Reserve,
which will be used by the Liquidating Trustee to fund the
implementation of the Liquidation Plan.  The transfers will
assist the Reorganized Debtors in their reorganization.

Furthermore, to the extent that there are Liquidation Assets that
have not been sold or transferred to Reorganized Covanta -- the
"Residual Liquidation Assets", the Liquidation Plan provides for
the complete liquidation and monetization of the Residual
Liquidation Assets and the complete dissolution of the
Liquidating Debtors pursuant to applicable state law. (Covanta
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


DOBSON COMMS: S&P Gives Junk Rating to $600 Million Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Dobson Communications Corp.'s $600 million senior notes due 2013,
issued under Rule 144A with registration rights, and its 'B-' to
Dobson Cellular Systems, Inc.'s new $700 million secured credit
facility based on preliminary documentation. DCS is a wholly owned
subsidiary of Dobson Communications. Prior to the completion of
the new credit facility, Dobson/Sygnet Communications and its
subsidiaries will be merged into DCS as part of Dobson
Communications' recapitalization.

The 'B-' corporate credit rating for Dobson Communications and
Dobson Operating Company LLC was affirmed, and Dobson Operating
Company's 'B-' bank loan rating was also affirmed. The outlook is
stable. Upon completion of the new credit facility, Dobson
Operating Company's bank loan rating will be withdrawn.

Simultaneously, Standard & Poor's assigned its 'B-' corporate
credit rating to American Cellular Corp. following the completion
of its restructuring. Proceeds from the $900 million unsecured
notes held in escrow and issued under ACC Escrow Corp. have been
released to repay American Cellular's previous outstanding bank
debt. These notes are now unsecured debt obligations of American
Cellular and are assigned a 'B-' rating. These notes are rated the
same as American Cellular's  corporate credit rating because of
the minimal amount of priority obligations anticipated in American
Cellular's capital structure. The ratings under ACC Escrow Corp.
have been withdrawn. American Cellular is now a wholly owned
unrestricted subsidiary of Dobson Communications and is analyzed
on a consolidated basis with Dobson Communications.

In addition, Standard & Poor's raised the senior unsecured debt
rating for Dobson Communications to 'CCC+' from 'CCC' because the
ratio of priority obligations relative to asset value has
improved, primarily as a result of the increased asset base from
the American Cellular restructuring, while secured debt has been
reduced.

The new $700 million credit facility is rated the same as the
corporate credit rating. Under a stressed scenario simulated by
Standard & Poor's based on Dobson Cellular Systems' enterprise
value, there is a strong likelihood of substantial, but not full
recovery of principal. The credit facility is secured by a
perfected first priority security interest in all the assets of
Dobson Cellular Systems', Dobson Operating Company and its
subsidiaries, and a pledge of the capital stock of the
subsidiaries that hold the FCC licenses. The credit facility is
also guaranteed by Dobson Communications, Dobson Operating
Company, and each of Dobson Operating Company's subsidiaries.

Proceeds of the new $600 million notes and $700 million credit
facility will be used to refinance approximately $751 million
outstanding under the Dobson Operating Company and Dobson/Sygnet
credit facilities, to tender for 12.25% Sygnet senior notes ($203
million including premium), and tender for a portion of the 12.25%
exchangeable preferred stock ($265 million including premium).

Pro forma for this transaction, consolidated debt for Dobson
Communications and American Cellular is about $2.4 billion.

"The ratings on Dobson Communications reflect the weakened
fundamentals of the rural wireless industry, including continued
declines in roaming yield, and the potential for increased
competition when wireless number portability is implemented,
particularly from the national carriers," said Standard & Poor's
credit analyst Rosemarie Kalinowski.

Roaming revenue is about 30% of total revenue. These factors are
somewhat offset by Dobson Communications' 1.5% and American
Cellular's 1.7% better-than-average churn rate and above-average
EBITDA margin in the mid-40% area.

The refinancing transaction incrementally helps Dobson
Communications' adequate liquidity position by reducing debt
maturities in the 2004-2008 time frame. The earliest significant
debt maturity is in 2008. Pro forma for American Cellular's
restructuring and this refinancing transaction, consolidated
Dobson Communications liquidity consists of an approximate $133
million cash balance and $150 million available under the new
credit facility, representing the untapped revolver.


DIRECTV LATIN: Continues Deloitte's Engagement as Auditor
---------------------------------------------------------
DirecTV Latin America LLC sought and obtained the Court's
permission to continue the employment of Deloitte & Touche LLP as
an ordinary course professional to perform tax and auditing
services.

On April 14, 2003, the Court authorized the Debtor to employ
Deloitte as an Ordinary Course Professional to audit the DirecTV
Latin America Employee Savings Plan.  Deloitte was tasked to work
on the Savings Plan for the year ended December 31, 2001.  While
Deloitte has begun working on the 2001 Savings Plan Audit before
the Petition Date, $19,000 worth of work remains incomplete.

The Debtor wants to continue Deloitte's services to audit the
Savings Plan for the year ended December 31, 2002.  Joel A.
Waite, Esq., at Young Conway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that Deloitte's continued
employment in no way violates the OCP Order since Deloitte will
only be auditing the Plan, not DirecTV's books and records.  The
Plan Audits are not related to the Chapter 11 case.

For the 2002 Savings Plan Audit, the Debtor estimate Deloitte's
fees to be $37,000, plus actual expenses for typing, travel and
telecommunication and technology charges, among others.  In this
regard, the Debtor is concerned that, since Deloitte is already
performing services, its fees may exceed the fee limits imposed
by the OCP Order.  The Order imposes a $25,000 monthly fee cap
and up to a $150,000 cap during the pendency of this Chapter 11
Case for each Ordinary Course Professional.  DirecTV cannot pay
more than the cap without further Court order.

However, Judge Walsh rules that any amount the Debtor pays
Deloitte on account of the Savings Plan Audits will not count
against the fee limits imposed by the OCP Order. (DirecTV Latin
America Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DT IND.: Weak Operating Results Prompt S&P's Watch on B- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services placed it 'B-' corporate credit
rating on DT Industries Inc. on CreditWatch with negative
implications because of the company's very weak operating results
amid a challenging industry environment.

Dayton, Ohio-based DT Industries, a supplier of automated
production and equipment and systems, has total balance sheet debt
of about $40 million.

DT Industries has suffered from falling sales and poor
profitability during the past few years, primarily because of the
weak U.S. manufacturing sector and low industrial capital
investment. The company's equipment is used to manufacture, test,
or package a variety of industrial and consumer products.

DT Industries recently announced steps to reduce costs, including
the closure and consolidation of several facilities.

"Although these measures are expected to improve efficiency and
reduce the company's break-even point, a meaningful turnaround in
profitability and cash flow generation will not occur until demand
increases," said Standard & Poor's credit analyst Martin King.
"While industrial capital spending is expected to improve in late
2003, the increase is expected to be modest."

DT Industries' order bookings in its fiscal fourth quarter were
only $48 million, compared to an average of $57 million during the
first three quarters and $75 million during the fourth quarter of
fiscal 2002.

Standard & Poor's will evaluate DT Industries' near-term prospects
for improvement, liquidity, and financial flexibility before
taking a rating action.


DVI INC: Court Approves Uniform Asset Sale Bidding Procedures
-------------------------------------------------------------
DVI, Inc. (OTC:DVIXQ) received bankruptcy court approval to
implement bidding procedures and sell its assets to the highest
bidder at an auction, free of liens and claims against the assets,
pursuant to sections 363 and 365 of the United States Bankruptcy
Code.

"We are pleased that the Court approved our motion, as it brings
us a step closer to the objective of our reorganization - selling
our asset portfolio to maximize recovery to our creditors," said
Mark E. Toney, CEO, DVI, Inc. Mark E. Toney is a Principal with
AlixPartners, LLC.

The Company recently announced that it has obtained $20 million in
debtor-in-possession financing from Ableco Finance LLC, of which
$11 million is available on an interim order basis. DVI will
utilize the DIP funds to help sustain ongoing operations while it
works to sell its assets.

The case numbers for the Company's filings in the U.S. Bankruptcy
Court for the District of Delaware are:

     DVI, Inc.                03-12656
     DVI Financial Services   03-12657
     DVI Business Credit      03-12658

DVI is an independent specialty finance company for healthcare
providers worldwide with $2.8 billion of managed assets. DVI
extends loans and leases to finance the purchase of diagnostic
imaging and other therapeutic medical equipment directly and
through vendor programs throughout the world. DVI also offers
lines of credit for working capital backed by healthcare
receivables in the United States.


EAGLE FOOD: Receives Court Approval for Sale of Certain Stores
--------------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates supermarkets in
Illinois and Iowa, announced that the U.S. Bankruptcy Court for
the Northern District of Illinois confirmed the sale of certain
Eagle stores.

The Court approved separate purchase agreements for certain assets
related to the following locations:

                                               Anticipated
                                               Transaction
  Purchaser          Store Location            Closing Date
  ---------          --------------            ------------
Albertsons, Inc.     Dixon, IL                 September 29, 2003
                     Geneseo, IL
                     Morris, IL
                     New Lenox, IL
                     Peru, IL

Butera Finer
    Foods, Inc.      Lindenhurst,IL            September 19, 2003
                     Naperville, IL
                     (Chicago Avenue)
                     St. Charles, IL

The Kroger Company.  Decatur, IL               Sept. 22, 2003
                     Lincoln, IL               Sept. 29, 2003
                     Ottawa, IL                Sept. 29, 2003
                     Rockford, IL #(316)       Sept. 22, 2003
                     Rockford, IL #(136)       Sept. 29, 2003
                     Sterling, IL              Sept. 22, 2003

J.B. Sullivan, Inc.  Freeport, IL              September 12, 2003

Supermercado El Guero
De Aurora, Inc.      Aurora, IL                September 16, 2003
                     (Farnsworth Avenue)

SVT LLC              Kankakee, IL              Sept. 29, 2003
                     Watseka, IL               Sept. 17, 2003

Harold E. Wisted     Woodstock, IL             Sept. 30, 2003

The Company has extended the bid deadline for its remaining 21
stores and its infrastructure to September 17, 2003.


EES COKE: S&P Affirms Junk Senior Notes Rating & Revises Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' rating on
EES Coke Battery LLC's series B $75 million senior secured notes
due 2007 and revised the outlook to positive from negative.

"The outlook revision follows our review of the credit and
conclusion that the combination of the May 2003 purchase of
National Steel's assets by United States Steel Corp. (BB-
/Negative/--), improved facility operations, and current pricing
in coke markets make the rating more likely to increase than
decrease or stay the same over the next 12 months," said Standard
& Poor's credit analyst Scott Taylor.

"The positive outlook reflects the potential for an upgrade
depending on the terms and conditions of any new contract with
U.S. Steel, given that the project still derives substantial cash
flow from tax sharing with the partners," added Mr. Taylor.

The project has been generating cash that is adequate to make its
future debt service payments, though coverage has been tight due
to the loss of $27 million in payments, which were not recovered
in the National Steel bankruptcy, and operating problems in 2002.

These problems appear to have been resolved, and the project has
been operating at capacity as of June 2003.


EMMIS COMMS: Will Present at Banc of America Conference Tomorrow
----------------------------------------------------------------
Walter Berger, Emmis Communications Corporation (Nasdaq: EMMS)
Executive Vice President and CFO, will be speaking at the 33rd
Annual Banc of America Securities Investment Conference next week.
Emmis is scheduled to present at 3:30 p.m. Pacific time on
Tuesday, Sept. 16, 2003. You can listen LIVE by visiting the Emmis
homepage, http://www.emmis.com

Emmis Communications (S&P, B- Corporate Credit Rating, Stable) is
an Indianapolis based diversified media firm with radio
broadcasting, television broadcasting and magazine publishing
operations. Emmis' 23 FM and 4 AM domestic radio stations serve
the nation's largest markets of New York, Los Angeles and Chicago
as well as Phoenix, St. Louis, Austin, Indianapolis and Terre
Haute, IN. In addition, Emmis owns two radio networks, three
international radio stations, 16 television stations, regional and
specialty magazines, and ancillary businesses in broadcast sales
and book publishing.


ENRON CORP: Wants Court to Disallow & Expunge Employee Claims
-------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that of the 23,000 proofs of claim filed against the
Enron Debtors' estate, 7,000 of them were filed by current and
former Enron employees.  The Debtors have begun the process of
conducting a comprehensive review and reconciliation of these
claims.

So far, the Debtors identified 74 proofs of claim totaling
$22,001,605 that were amended and therefore superseded by
subsequent proofs of claim.  Ms. Gray contends that the Debtors
should not be required to pay twice the same obligation.
Moreover, elimination of redundant claims will enable the Debtors
to maintain a claims register that more accurately reflects the
claims that have been asserted against the Debtors.

Accordingly, the Debtors ask the Court to expunge and disallow
the 74 Amended Claims.  Among them are:

                                  Amended   Remaining
   Claimant                        Claim      Claim      Amount
   --------                       -------   ---------    ------
   Richard Bergsieker              743000     867100    $631,830
   Nigel Carling                    21300     632600     462,532
   James Bernhart                  207400    1217900   2,135,254
   Arthur Fried                    666500     666400     397,543
   Sheila Glover                    13000     885200     342,169
   Kevin Hannon                     88500    1990800   8,000,250
   Gregoire Hermans                224000     836100     866,367
   Andrew Kelemen                 1824200    2017700     519,677
   Davis Maxey                     268900    1393000   1,323,050
   Janine Ostrander               2202600    2190400     486,534
   Mark Robert Milano              107500    2204500     527,610
   Mark Papa                        34800    1623600   2,592,769
   Mark Peterson                  1659100    1659200   1,169,147
   Bradley Petzold                1680200    1680500   1,779,849
   Louis Potempa                   589900     588700     438,735
   Mark Schroeder                 1615400    1604700     790,601
   Richard Shafer                   34600    1063500     542,684
   Traci Warner                     42200    1167700     879,645

The Debtors also identified 10 Claims, totaling $2,822,581, to be
duplicates of claims already filed by the same claimant but with
a different classification.  Accordingly, the Debtors ask Judge
Gonzalez to disallow and expunge these Duplicate Claims:

                                 Duplicate  Remaining
   Claimant                        Claim      Claim       Amount
   --------                      ---------  ---------     ------
   Michael Bacon                   466300    2035800     $14,850
   Paul Bieniawski                  37700     785000      18,334
   Mario Brunasso                  764300    1855000           0
   Willard Darrow                   15000     418500      24,556
   Thomas Hirt                      87900     578800       8,533
   Keith Kern                      131000     516200     514,650
   Michael Lindert                 731500     797500   1,036,352
   Wesley Perry, Jr.              1516000    1516100     358,703
   Georgina Sheldon                 84500     563700     108,303
   Charles Truby                    55000     406600     738,300

Furthermore, the Debtors object to 70 Claims totaling $30,538,325
that are duplicate of claims already filed against another
Debtor.  Thus, the Debtors ask the Court to disallow and expunge
the 70 Duplicate Claims, among which are:

                                 Duplicate  Remaining
   Claimant                        Claim      Claim       Amount
   --------                      ---------  ---------     ------
   Phyllis Anzalone               1453500    1455000    $787,942
   Eufard Cooper                  1522700    1522600     464,343
   Mark Fillinger                 2009700    2009600     337,700
   Douglas Friedman               1389700    1389600   1,201,875
   James Gilbert                  1822800    1849700     384,655
   Kevin Hannon                   1991000    1990800   8,000,250
   Gregoire Hermans                716000     836100     866,366
   Robert Hurt, III               1637700    1959700   2,243,747
   Douglas Leach                  1479100    1479000   1,027,887
   Michael Lindert                 797500     797800   1,036,352
   Kathleen Magruder                89400    1965000   1,000,000
   Thea Marino                    1759500    1763100     456,066
   Gary Odland                     918800     941000   1,490,276
   Bradley Petzold                1680500    1783800   1,779,848
   Mark Schroeder                 1578900    1604700     790,601
   Judith Townsend                1908000    1907900     828,189

According to Ms. Gray, there are 18 Claims identified to be
duplicate proofs of claim filed against the Debtors totaling
$17,729,781.  Some of these Duplicate Claims are:

                                 Duplicate  Remaining
   Claimant                        Claim      Claim       Amount
   --------                      ---------  ---------     ------
   Greg Curran                    1730300    1785900    $490,998
   Joseph Doherty                 1169200    1169500     300,000
   James E. Durbin                 610600     391300     649,462
   Kevin Hannon                   1325400    1991000   8,000,250
   Piloo Ilavia                   2241600    1239900   1,643,708

Moreover, 30 Claims asserting $17,827,679 in the aggregate are
identified to be exact duplicates of another claim.  Among them
are:

                                 Duplicate  Remaining
   Claimant                        Claim      Claim       Amount
   --------                      ---------  ---------     ------
   Kevin Hannon                   1326800    1990800  $8,000,250
   Richard Kinder                  763600    1835100   3,638,982
   Rose Kokas                      437100     437200     555,903
   Davis Maxey                     269100    1393000   1,323,050

The Debtors ask the Court to disallow and expunge the duplicate
claims in their entirety.

Ms. Gray contends that eliminating the redundant claims will
enable the Debtors to maintain a claims register that more
accurately reflects the claims that have been asserted against
the Debtors. (Enron Bankruptcy News, Issue No. 78; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EQUITY INNS: Underwriters Exercise Over-Allotment Option
--------------------------------------------------------
Equity Inns, Inc. (NYSE: ENN) announced that its underwriters have
exercised an over-allotment option to purchase an additional $4.1
million of Equity Inns' 8.75% Series B Cumulative Preferred Stock
(liquidation preference of $25 per share), bringing the total
gross proceeds to $79.1 million.

The Company granted this option in connection with its recently
announced Preferred Stock offering of 3 million shares. The
exercise and closing of the over-allotment option results in net
proceeds to Equity Inns from the offering of approximately $76.6
million.

The Company used approximately $68.8 million to redeem the
Company's 9-1/2% Series A Cumulative Preferred Stock and the
balance to repay a portion of outstanding borrowings under the
Company's line of credit.

The Series B Preferred Stock will trade on the New York Stock
Exchange under the symbol ENN PrB.

Equity Inns, Inc. (S&P, B+ Corporate Credit Rating, Negative) is a
self-advised REIT that focuses on the upscale extended stay, all-
suite and midscale limited-service segments of the hotel industry.
The company owns 94 hotels with 12,100 rooms located in 34 states.
For more information about Equity Inns, visit the company's Web
site at http://www.equityinns.com


FHC HEALTH: S&P Withdraws B Debt Rating After Nixed Transaction
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B' debt
rating on FHC Health Systems Inc.'s senior secured revolving
credit facility and its $250 million senior unsecured redeemable
debentures in response to the company's decision not to proceed
with the transaction at this time. At the same time, Standard &
Poor's affirmed its 'B' counterparty credit rating on the company.
The outlook is stable.

"The rating action reflects improved earnings and the expected
fourth quarter 2003 refinancing of a significant portion of the
present debt currently due between 2003 and 2006. Offsetting
factors include the reduced financial flexibility and additional
cash flow strain from the servicing of current debt and redeemable
preferred stock compared with the withdrawn senior secured
revolving credit facility and the withdrawn $250 million senior
unsecured redeemable debenture," explained Standard & Poor's
credit analyst Steven Ader.

Pretax earnings, after debt servicing, are projected to be about
$50 million and $25 million in 2003 and 2004, respectively. The
decline in 2004 earnings is the result of Standard & Poor's
expectation that the renewal terms on the large public sector
contract constituting 29% of consolidated revenue in 2002 will
result in reduced profitability. Fixed-charge coverage is expected
to exceed 1.3x. Debt to capital is expected to remain near current
levels. The company is expected to refinance a significant portion
of the present debt currently due between 2003 and 2006 in the
fourth quarter of 2003.


GALEN HLDGS: S&P's Outlook on Low-B Ratings Changed to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Galen
Holdings PLC to positive from stable. At the same time, Standard &
Poor's lowered its senior unsecured rating to 'B' from 'B+' and
affirmed the 'B+' corporate credit rating on the company. The
senior unsecured rating is being lowered solely to reflect the
priority position of the increased senior secured debt resulting
from the company's credit facility and is not indicative of
deterioration in corporate credit quality.

"The ratings on Northern Ireland-based Galen reflect its
aggressive use of debt to fund product acquisitions and the
possible threat of generic competition to several of its key
products," said Standard & Poor's credit analyst Arthur Wong.
"These factors are partially offset by the growing diversity of
the company's portfolio of drugs and its sizable 340-person
sales force."

Galen is a specialty pharmaceutical company focused on the
development and commercialization of branded pharmaceuticals in
the areas of women's health care and dermatology. The company
seeks to acquire mature products and revive their sales through
line extensions and increased promotion. Galen is headquartered in
Ireland but roughly 85% of its sales come from its Rockaway, New
Jersey-based Warner Chilcott Inc. unit.

Galen's portfolio has grown substantially in the past year, given
the acquisition of several new products. The women's oral
contraceptives Estrostep and Loestrin, as well as the combination
hormone replacement therapy femhrt, were acquired from Pfizer Inc.
in March 2003 for an initial cash payment of $359 million
(Estrostep and femhrt are patent protected until 2008 and 2010,
respectively. A maximum contingent payment of $125 million will
become payable if femhrt and Estrostep retain market exclusivity
during the lives of their respective patents.) Estrostep,
Loestrin, and femhrt contributed $37 million to Galen's $136
million in total revenues for the three months ended June 2003.

Other products acquired by Galen include Sarafem, purchased from
Eli Lilly & Co in January 2003 for approximately $295 million in
cash. Sarafem is a repackaged form of Prozac (fluoxetine)
prescribed to treat premenstrual dysphoric disorder, a severe form
of premenstrual syndrome. The product generated $22 million of
sales for the three months ended June 2003.

Generic competition is a major uncertainty for several of Galen's
products in the near term. Sarafem is protected until 2008 for the
treatment of PMDD. Nevertheless, Teva Pharmaceutical Industries
Ltd is challenging the patent, and generic Prozac is already being
substituted for use in PMDD, causing Sarafem sales to decline.
Galen hopes to reverse this trend through increased promotion.

Meanwhile, Galen has entered into a proposed agreement with Barr
Laboratories Inc. to remove some of the near-term concerns
regarding generic competition to femhrt, Estrostep and Ovcon.
Nevertheless, while Galen has effectively extended the timeline of
its marketing exclusivity on these products, Ovcon is not
patented, and other generic companies may choose to challenge its
patents on femhrt and Estrostep.


GENESIS HEALTH: Inks Definitive Master Agreement with ElderTrust
----------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, has entered into
a definitive Master Agreement with Genesis Health Ventures, Inc.
(NASDAQ:GHVI).

As previously announced, Genesis intends to spin-off its ElderCare
division, which will be known as Genesis HealthCare Corporation.
Operations of ElderTrust assets that are leased to Genesis would
be spun off to HealthCare as part of the transaction and, as a
result, ElderTrust has certain approval rights with respect to the
Spin-Off. The Genesis Agreement sets forth the terms of the
restructuring of the Company's current transactions with Genesis
and approval of the Spin-Off.

Under the terms of the Genesis Agreement:

-- Five properties (Liberty Court, Willowbrook, Phillipsburg,
   Riverview Ridge and Pleasant View) would be sold to HealthCare;

-- HealthCare would purchase the ownership interest in the
   subsidiary of the Company that is the prime lessee on seven
   properties currently subleased to Genesis and accounted for by
   the Company as capital leases;

-- Rents on two properties (Heritage Woods and Sanatoga Court)
   would be reduced in exchange for a cash payment; and

-- The Company would change the guarantor from Genesis to
   HealthCare on the six remaining leases with Genesis, including
   Heritage Woods and Sanatoga Court, and make certain other
   modifications to those leases.

Total consideration for the above transactions would be
approximately $133.1 million, of which approximately $50.5 million
would be paid in cash and $82.6 million through the transfer of
existing debt and capitalized lease obligations. Of these amounts,
$5 million would be allocable to the guarantor change and related
lease modifications.

Consummation of the restructuring transactions is subject to
various closing conditions, including the receipt of any necessary
lender and other third party consents.

The parties have agreed to complete the proposed transactions as
soon as possible but in any event no later than October 15, 2003
(with respect to the sale of Liberty Court and Meridian 7 to
Genesis) and March 31, 2004 (with respect to the sale of
Willowbrook, Phillipsburg, Riverview Ridge and Pleasant View to
Genesis), unless extended by the parties.

The Company also announced that Wachovia Securities had acted as
the Company's financial advisor in the transaction and had
furnished the Company with its written opinion to the effect that
the transaction consideration to be received by the Company
pursuant to the Master Agreement is fair, from a financial point
of view, to the Company.

In addition, ElderTrust also announced it has entered into a
purchase and sale agreement with Genesis ElderCare Partnership of
New England, Limited Partnership, which is 90% owned by Genesis
Health Ventures, Inc. (NASDAQ:GHVI), and Benchmark Assisted
Living, LLC pursuant to which Benchmark would become the lessee of
four properties currently leased to ElderCare.

Under the terms of the Benchmark Agreement:

-- New England would assign their leasehold interests in the Cabot
   Park, Cleveland Circle, North Andover and Vernon Court
   properties to Benchmark;

-- Annual rent under the leases would be reduced by $1,385,000 per
   year;

-- The terms of the leases would be extended to ten years from
   closing;

-- Benchmark would have the option to acquire each property,
   except Vernon Court, on the fifth and tenth lease anniversary
   date;

-- Benchmark would have an option to acquire Vernon Court at any
   time during the lease term; and

-- The leases would have limited guarantees equal to one year's
   rent provided by AEW Partners IV, a significant investor in
   Benchmark.

The Company will receive $5 million as consideration for the above
transaction. Completion of the proposed transaction is subject to
customary closing conditions, including lender consent. The
Company currently expects to close this transaction at the end of
the third quarter of 2003. If the Benchmark Agreement does not
close by September 30, 2003, Genesis has the right to terminate
the Agreement subject to certain exceptions.

Commenting on the proposed transactions, Michael R. Walker,
ElderTrust's Chairman, Acting President and Chief Executive
Officer, said, "The impact of these agreements on ElderTrust is as
significant as Genesis' emergence from bankruptcy. Upon completion
of the proposed transactions, ElderTrust will have a fee simple
interest in all of its portfolio and debt as a percent of total
assets will improve from 68% to 50%."

ElderTrust is a real estate investment trust that invests in real
estate properties used in the healthcare services industry,
principally along the East Coast of the United States. Since
commencing operations in January 1998, the Company has acquired
interests in 30 properties.

For more information on ElderTrust visit ElderTrust's Web site at
http://www.eldertrust.com


GLIMCHER REALTY: Board of Trustees Declares Q3 2003 Dividends
-------------------------------------------------------------
Glimcher Realty Trust's (NYSE: GRT) Board of Trustees has declared
a cash dividend of $0.4808 per common share for the third quarter
of 2003. The cash dividend is payable on October 15, 2003, to
shareholders of record on September 30, 2003.  On an annualized
basis, this is the equivalent of $1.9232 per share.

In addition, the Company declared a cash dividend of $0.578125 per
Series B preferred share of beneficial interest for the third
quarter of 2003.  The cash dividend is payable on October 15,
2003, to shareholders of record on September 30, 2003.  On an
annualized basis, this is the equivalent of $2.3125 per preferred
share.

Finally, the Company declared a cash dividend of $0.224826 per
Series F preferred share of beneficial interest prorated for the
period from August 25, 2003 to September 30, 2003.  The cash
dividend is payable on October 15, 2003, to shareholders of record
on September 30, 2003.  On an annualized basis, this is the
equivalent of $2.1875 per preferred share.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by Standard
& Poor's at BB and B, respectively -- is a recognized leader in
the ownership, management, acquisition and development of enclosed
regional and super-regional malls, and community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market. Visit Glimcher at: http://www.glimcher.com


GRUPO IUSACELL: Noteholders Accelerate $150MM of Defaulted Notes
----------------------------------------------------------------
An informal committee of noteholders has accelerated US$150
million of Grupo Iusacell Celular S.A. de C.V., 10% Senior Secured
Notes due 2004. Iusacell is a wholly-owned subsidiary of Grupo
Iusacell, S.A. de C.V., which is listed on the Bolsa Mexicana de
Valores and the New York Stock Exchange (BMV:CEL) (NYSE:CEL).

Iusacell's continuing failure to make a scheduled US$7.5 million
interest payment due under the 2004 Notes on July 15, 2003 led to
the acceleration. Members of the informal committee, which is
comprised of several institutional fund managers, as holders of
US$77.0 million or 51.3% of the 2004 Notes, declared through
notice given today to Iusacell management and Wachovia Bank N.A.,
trustee for the 2004 Notes, that the entire unpaid principal
balance and all accrued but unpaid interest, including default
interest, was immediately due and payable. Such an acceleration
notice required no less than 25% of holders in order to be valid.

Alan M. Feld, an attorney with Manatt, Phelps & Phillips, as
spokesperson for the Committee, said, "The holders of the 2004
Notes are concerned by Iusacell's ongoing failure to present any
plan to meet its obligations to its stakeholders. Furthermore, we
understand that Iusacell has made debt service payments to certain
other of its creditors while in default under the notes. Although
it remains the goal of the Committee to establish a constructive
dialogue which will lead to a fair outcome for all stakeholders,
members felt these actions compelled them to begin to pursue other
remedies to protect their interests."


HEALTHSOUTH CORP: Appoints Lee S. Hillman as New Board Member
-------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) has appointed Lee
S. Hillman, 47, as a new independent member to the company's Board
of Directors.

Hillman's appointment was approved and recommended to the Special
Committee of the Board of Directors by HealthSouth's
Nominating/Corporate Governance Committee, consisting of three
independent directors and two corporate governance advisors.

Hillman, President of Liberation Investment Advisory Group, will
serve as Chairman of the Board's Audit Committee, as well as a
member of the Compensation Committee. Hillman is former Chairman
of the Board and Chief Executive Officer of Bally Total Fitness
Holding Corp. and former Executive Vice President and Chief
Financial Officer of Bally Entertainment Corp. , which merged with
Hilton Hotels Corp. in December of 1996. Prior to the merger, he
also served as director of many of Bally Entertainment's
subsidiaries in a regulated industry. With previous experience as
an audit partner with an international accounting firm and a
recognized corporate turnaround expert, Hillman has served as a
director of Bally Total Fitness Holding Corp., Holmes Place PLC,
Continucare Corp., and Heartland Alliance for Human Needs and
Human Rights. Hillman has been instrumental in the restructurings
of two $1 billion New York Stock Exchange-listed companies.

"Lee Hillman is a business professional with extensive experience
in running a successful corporation," said Joel C. Gordon, Interim
Chairman of the Board of HealthSouth. "His financial background
makes him an asset to HealthSouth's Board."

Hillman is a member of the American Institute of Certified Public
Accountants and the Illinois CPA Society. He serves as a member of
the National Association of Corporate Directors and the
Chicagoland Chamber of Commerce. Hillman was honored with the 2001
Torch of Liberty Award for his work with the Anti-Defamation
League. He is a member of the Graduate School of Business Advisory
Council at the University of Chicago and regularly serves as a
guest lecturer at the graduate schools of business at the
University of Chicago and Northwestern University.

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations in all 50 states, the United
Kingdom, Australia, Canada, Saudi Arabia and Puerto Rico.
HealthSouth can be found on the Web at http://www.healthsouth.com

                         *   *   *

As reported in Troubled Company Reporter's September 1, 2003
edition, HealthSouth Corporation said its lending banks had waived
a payment blockage to allow past due interest to be paid to the
holders of the Company's subordinated indebtedness. The banks had
previously issued a payment blockage notice with respect to the
Company's subordinated indebtedness, which blockage would have
precluded holders of those instruments from receiving past due
interest.

The Company also announced that it will transfer sufficient funds
to the trustees for holders of all of its outstanding notes to
permit payment of interest on past due interest owed to these
holders in accordance with the terms of the relevant indentures.
It is expected that payment of the past due interest will be made
to the holders of Company's notes shortly after the record date of
August 29, 2003.


HINES HORTICULTURE: S&P Rates Planned Credit Facilities at BB-/B
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Hines Horticulture Inc., the parent guarantor of
ornamental shrubs and plants producer Hines Nurseries Inc. The
outlook on Hines Horticulture was revised to stable from positive.

At the same time, Standard & Poor's assigned its 'BB-' rating to
Hines Nurseries Inc.'s proposed $185 million senior secured credit
facility and its 'B' rating to Hines Nurseries' proposed $175
million senior unsecured notes due 2011. The majority of the
proceeds will be used to refinance existing senior secured credit
facilities and other indebtedness at Hines Horticulture.

The outlook on the Irvine, California-based company is stable. The
lease-adjusted total debt outstanding is expected to be about $275
million at the closing of the transaction, which is expected in
late September of 2003.

The senior secured credit facility comprises a $145 million, five-
year revolving credit facility maturing in 2008, which includes a
$10 million sublimit for letters of credit and a $40 million term
loan maturing in 2008.

"The ratings reflect Hines' leveraged financial profile, a high
level of customer concentration risk, and vulnerability to
unfavorable weather conditions," said Standard & Poor's credit
analyst Ronald Neysmith. "These factors are mitigated by Hines'
leading market position in the consolidating, though still highly
fragmented, color plants and nursery product lines."

Hines is the largest North American supplier of a wide variety of
horticulture products. By achieving critical mass in the color
sites through a series of acquisitions, Hines is taking a more
focused approach to managing the production, distribution, and
sale of its color and nursery product lines. Still, weather
conditions can dramatically change consumer-purchasing patterns
during the key spring selling season, which can hurt earnings in
this highly seasonal business.

With its broad national distribution capabilities, the company is
well positioned to service large mass merchandisers and home
improvement chains, which are taking an increasing share of the
growing seasonal lawn and garden markets. However, customer
concentration risk is a rating concern. The company's top five
customers accounted for about 73% of 2002 sales, and Home Depot
itself accounted for 47% of sales in fiscal 2002.


HMP EQUITY: S&P Keeps Watch on Lower-B Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on HMP Equity Holdings Corp. and its subsidiaries Huntsman
International Holdings LLC and Huntsman LLC to 'B' from 'B+'. The
current outlooks on the companies are negative.

Salt Lake City, Utah-based HMP is a wholly owned subsidiary of
Huntsman Holdings LLC, a holding company with chemical operations
conducted through subsidiaries, Huntsman LLC, Huntsman
International Holdings LLC, and Huntsman Advanced Materials LLC.
Total reported debt is more than $5.5 billion (excluding Huntsman
Advanced Materials LLC). Standard & Poor's noted that it has
affirmed its 'B' corporate credit rating on Huntsman Advanced
Materials. The outlook remains negative.

Standard & Poor's said that at the same time it assigned its 'B'
rating to Huntsman LLC's proposed $375 million senior secured
notes due 2010. The successful completion of the notes issue is
contingent upon an amendment to the company's existing bank
facilities that would allow the sale of the notes.

"The downgrade follows disappointing first half operating results
and reflects increasing concern that cash flow generation for the
second half 2003 will fall substantially short of earlier
expectations, particularly given the still-uncertain business
outlook and potential for additional raw material pressures in the
petrochemical industry," said Standard & Poor's credit analyst
Kyle Loughlin. "Standard & Poor's has become increasingly
concerned that second half 2003 results could place additional
pressure on liquidity levels, despite the potential for an
improved debt maturity schedule following the sale of the proposed
notes."

Standard & Poor's said that it is also clear that adverse business
conditions facing the Huntsman companies have eroded prospects for
any near-term reduction of its onerous debt burden and may result
in bank loan covenant violations at both Huntsman LLC and Huntsman
International Holdings LLC within the next several quarters. Near-
term debt maturities at Huntsman LLC will remain a concern in the
absence of the successful sale of the proposed notes and the
ratings could be lowered again if the notes are not refinanced as
expected.

The ratings reflect Huntsman LLC's below-average business risk
profile, the credit position of its parent, HMP Equity Holdings
Corp, and a highly aggressive financial profile. With
approximately $3 billion in annual revenues, Huntsman LLC is among
the largest privately held chemical companies in North America.


HORSESHOE GAMING: On Watch Pos over Planned Sell-Out to Harrah's
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on
Horseshoe Gaming Holding Corp., including its 'BB' corporate
credit rating, on CreditWatch with positive implications following
the announcement that the company had agreed to be acquired by
Harrah's Entertainment Inc. for approximately $1.45 billion in an
all-cash transaction. The proposed transaction is expected to
close during the first part of 2004, subject to shareholder and
regulatory approval.

Las Vegas, Nevada-based Horseshoe Gaming owns and operates
riverboat casino properties in Bossier City, Louisiana; Tunica,
Mississippi; and Hammond, Indiana.

"Standard & Poor's expects Horseshoe's existing bank facility to
be cancelled upon closure of the transaction, with the rating on
this facility being withdrawn," said Standard & Poor's credit
analyst Michael Scerbo. Horseshoe's subordinated notes carry a
change-of-control provision requiring Harrah's to initiate a
tender offer. If any of the notes remain outstanding, Standard &
Poor's expects to equalize the ratings on these notes with the
existing subordinated debt rating on Harrah's. Although
Horseshoe's outstanding bond issues are not expected to be
supported by a guarantee, Standard & Poor's is taking a
consolidated approach to the credits, given the economic and
strategic importance of the acquisition.


HUGHES ELECTRONICS: IRS Rules Transaction with GM Tax-Free
----------------------------------------------------------
General Motors Corp. (NYSE: GM, GMH) has received a private-letter
ruling from the U.S. Internal Revenue Service confirming that the
distribution of Hughes Electronics common stock to the holders of
GM Class H common stock, in connection with the split-off of
Hughes, would be tax-free to GM and its Class H stockholders for
federal income tax purposes.

As previously announced, GM intends to sell its 19.8 percent
economic interest in Hughes to News Corp. (NYSE: NWS, NWS.A). News
Corp. would then acquire from the former GM Class H common
stockholders an additional 14.2 percent of the outstanding shares
of Hughes common stock in exchange for News Corp. Preferred
American Depositary Shares and/or cash in a taxable transaction
for U.S. federal income tax purposes.

The transactions remain subject to stockholder approval and
regulatory clearances under the Hart-Scott-Rodino Act and by the
U.S. Federal Communications Commission.

In connection with the proposed transactions, on August 21, 2003,
GM, Hughes, and News Corp. filed definitive materials with the
SEC, including a definitive GM Proxy Statement on Schedule 14A; a
Hughes Registration Statement on Form S-4; and a News Corp.
Registration Statement on Form F-4 -- each containing a consent
solicitation statement of GM, a prospectus of Hughes, and a
prospectus of News Corp. Investors and security holders are urged
to read these materials, as well as any other relevant documents
filed or that may be filed with the SEC, as they become available,
because these documents contain or will contain important
information.

The materials filed on August 21, 2003 and other relevant
materials (when they become available) and any other documents
filed by GM, Hughes or News Corp. with the SEC, may be obtained
without charge at the SEC's Web site at http://www.sec.gov In
addition, the definitive consent solicitation statement contains
information about how GM stockholders may obtain transaction-
related documents without charge directly from GM.

GM and its directors and executive officers, and Hughes and its
directors and executive officers, may be deemed to be participants
in the solicitation of proxies or consents from the holders of GM
$1-2/3 par value common stock and GM Class H common stock in
connection with the proposed transactions. Information about the
directors and executive officers of GM and their ownership of GM
stock is set forth in the proxy statement for GM's 2003 annual
meeting of shareholders. Participants in GM's solicitation may
also be deemed to include certain persons whose interests in GM or
Hughes are not described in the proxy statement for GM's 2003
annual meeting. Information regarding these persons and their
interests in GM and/or Hughes was filed pursuant to Rule 425 with
the SEC by each of GM and Hughes on April 10, 2003. Investors may
obtain additional information regarding the interests of such
participants by reading the definitive consent solicitation
statement of GM / prospectus of Hughes / prospectus of News filed
with the SEC on August 21, 2003.

                          *     *     *

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its CreditWatch listing
on Hughes Electronics Corp. and related entities to positive from
developing following the company's announcement that News Corp.
Ltd., (BBB-/Stable/--) will acquire 34% of the company. The
ratings had been on CreditWatch developing, reflecting uncertainty
regarding Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


IT GROUP: Moves for Court Okay on Settlement Pact with Kaiser
-------------------------------------------------------------
The IT Group Debtors filed claims against Kaiser Group
International, Inc., including a proof of claim, a cure claim and
an administrative claim recorded on Kaiser's claims register as
Claim Nos. 1664, 3191 and 3397.  The Debtors' claims arise, in
part, under an asset purchase agreement between Kaiser and the
Debtors dated March 8, 1999, whereby the Debtors purchased
certain assets of Kaiser. The total amount of the Debtors' claims
is $9,000,000 consisting of, among other things, litigation
indemnification and accounts receivable owed by Kaiser.

Kaiser objected to the Debtors' Claims in part, on the basis that
any claims of the Debtors should be reduced in amount and are not
entitled to priority status.  The parties agreed to resolve the
Debtors' Claims through the Alternative Dispute Resolution
Procedures established in Kaiser's own Chapter 11 cases.

The Court confirmed Kaiser's Second Amended Plan of
Reorganization on December 5, 2000.  On April 28, 2003, after
submitting mediation briefs, the Parties met before Judge Vincent
Bifferato in Wilmington, Delaware to mediate the Debtors' Claims.
After mediation, the Debtors and Kaiser reached a tentative
agreement regarding the Debtors' Claims.  Gregg M. Galardi, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington,
Delaware relates that the parties continued to negotiate
regarding the release provisions of any settlement agreement.

Accordingly, the Debtors sought and obtained Judge Walrath's
approval of a settlement agreement and release with Kaiser, which
represents a fair and reasonable compromise of the dispute and
provides a result that is beneficial to the interests of the
Debtors' estate by providing immediate cash infusion.

The salient terms of the Settlement Agreement are:

   (a) Kaiser's estate will pay the Debtors $190,000; and

   (b) The parties exchange mutual releases. (IT Group Bankruptcy
   News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


KMART CORP: Court Fixes Tort Claims Settlement Protocol
-------------------------------------------------------
At the Kmart Debtors' request, the Court establishes procedures
for:

   -- liquidating and settling postpetition personal injury
      claims through direct negotiation or dispute resolution;
      and

   -- modifying the Plan Injunction to allow the orderly
      liquidation of the personal injury claims upon exhaustion
      of the Claims Resolution Procedures.

Trumbull Services Company LLC, the Debtors' claims agent, reports
that there are 4,138 requests for administrative claims payment
filed by personal injury claimants.  The Claimants asserted
$4,900,000,000 in aggregate claims, excluding those in
unliquidated amounts.  Many of the Claims seek relatively small
amounts.  In fact, 60% of all Claims are estimated to be less
than $50,000.

The principal features of the claims settlement procedures are:

   (1) Claims for Less than or Equal to $5,000

       Settlement through telephone will start September 1, 2003
       and end by November 31, 2003.  If not resolved, a
       Questionnaire will be sent and should be accomplished by
       the Claimant by February 15, 2004 or 45 days from the date
       it was mailed.  The Debtors must respond within 90 days
       upon receipt of the Questionnaire and the Claimant must
       reply also within 90 days of the Response Date.

   (2) Claims Between $5,000 and $50,000

       There would be no telephone settlement and Claimant must
       proceed directly to the Questionnaire.  The same deadlines
       as those for Claims less than or equal $5,000 will be
       followed.

   (3) Claims greater than $50,000

       The same procedures and deadlines for Claims between
       $5,000 and $50,000 are applied.  However, in this case,
       the Claimant may decide to forego filing a Reply and
       request mediation or arbitration.

In all three cases, once all procedures are exhausted and still
the parties do not agree, the Plan Injunction may be modified.

           Supplemental Administrative Claim Bar Dates

The Debtors are aware of numerous valid postpetition personal
injury claims that did not receive notice of the June 20, 2003
deadline for filing administrative claims.  The Debtors have
considered regularly filing motions to establish supplemental
administrative expense bar date.  However, this approach is
costly and time-consuming.  Instead, the Debtors will send a
revised Effective Date Notice to claimholders that allows them 45
days from the mailing date to file an administrative expense
claim form.  After the filing, the Debtors and the claimant will
be free to pursue the Claims Resolution Procedures.

                      Plan Injunction Relief

The Injunction provided under the Plan remains in effect with
respect to Personal Injury Claims.  Each claimholder is barred
from continuing any action to recover the Claim.  This is pending
exhaustion of the Claims Resolution Procedures.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom in Chicago, Illinois, relates that giving the Debtors
authority to compromise and settle the Personal Injury Claims
will allow an expedited and cost-efficient process.  Moreover,
the settlement procedures will eliminate unnecessary judicial and
administrative expense if the Debtors were required to separately
seek approval of each settlement of a Personal Injury Claim.
(Kmart Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LEGACY HOTELS: Suspends Distribution Due to Operation Concerns
--------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) announced
that it will not pay a third quarter distribution. Legacy
suspended distributions in the second quarter given the
challenging operating environment. For each of the previous four
quarters, Legacy paid distributions of $0.185 per unit.

"While we are encouraged by early signs of a recovery in the
travel industry, our current earnings continue to be below
historical levels, primarily as a result of the significant impact
of SARS on our business," commented Neil J. Labatte, Legacy's
President and Chief Executive Officer. "As a result, the Board of
Trustees felt it was prudent not to make a third quarter
distribution."

"We recognize the importance of regular distributions to our
unitholders and will continue to evaluate our distributions on a
quarterly basis, as we have in the past," said Mr. Labatte. "We
believe that Legacy's strategy and long-term asset value are
fundamentally sound and it is our intention to resume an
appropriate distribution level as soon as operating performance
permits."

"Notwithstanding the recent challenges we have faced this year, we
are cautiously optimistic with the booking pace for 2004 group
business. This important customer segment is currently on pace for
a strong recovery next year, providing our hotel portfolio with a
solid base of business from which to grow," continued Mr. Labatte.

Legacy will release its third quarter results on October 20, 2003.
At that time, Legacy will provide additional information on recent
trends and its outlook for the year. Fourth quarter distributions
will be reviewed in December 2003.

Legacy is Canada's premier hotel real estate investment trust with
22 luxury and first-class hotels and resorts in Canada and two in
the United States, consisting of over 10,000 guestrooms. The
portfolio includes landmark properties such as Fairmont Le Chfteau
Frontenac, The Fairmont Royal York, The Fairmont Empress, The
Fairmont Washington, D.C. and The Fairmont Olympic Hotel, Seattle.

                           *   *   *

As previously reported, Standard & Poor's Ratings Services
downgraded its ratings on Legacy Hotels Real Estate Investment
Trust (Legacy REIT or the trust) to 'BB-'. At the same time, the
senior unsecured debt rating was lowered to 'B+' from 'BB+'. The
outlook is negative.

The 'BB-' long-term corporate credit rating on Legacy REIT
reflects the deterioration of its business risk profile and
financial risk profile. Legacy REIT's credit strengths include a
portfolio of good quality real estate assets and its prominent
market position. Legacy REIT's credit weaknesses include the
aggressive business and financial policies of management, weak and
deteriorating credit measures, liquidity concerns, and uncertainty
in the lodging sector in general. Standard & Poor's is concerned
with Legacy REIT's business and financial strategies given a
challenging lodging environment when it is experiencing weakening
credit measures.


MAGELLAN HEALTH: Asks Court to Stretch Exclusivity Until Nov. 7
---------------------------------------------------------------
The Magellan Health Debtors' exclusive period to solicit
acceptances of their Third Amended Plan expires before the
scheduled confirmation hearing of the Plan.  By this motion, and
out of an abundance of caution, the Debtors ask the Court to
extend their Solicitation Period through and including
November 7, 2003.

The Debtors have worked very hard with the other major parties-
in-interest in these cases to propose the Plan.  The Debtors seek
an extension to complete the solicitation of votes on the Plan
and proceed towards confirmation of the Plan along the timetable
established by the Court.

The Confirmation Hearing is set for October 8, 2003.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, explains that the Court only needs to look at the size and
extent of the Debtors' business operations, their thousands of
customers, providers and employees, the number of claims against
them, the numerous executory contracts, and the complex and
varied issues involved to conclude that ample cause exists for
the requested extension of the Solicitation Period.  The Debtors
are the largest providers of behavioral managed healthcare
services in the country.  The maintenance of the highest value
and viability of the Debtors' businesses requires the
continuation of the stabilization process instituted by the
Debtors both before and immediately subsequent to the
commencement of their Chapter 11 cases.  By extending the
Solicitation Period and ensuring that the Chapter 11 process will
not be disrupted at this stage, the Debtors will be able to
preserve and maximize the value of their assets for the benefit
of all constituencies, Mr. Karotkin says.

The Exclusive Periods are designed to provide a debtor with a
full and fair opportunity to rehabilitate its business and
negotiate, develop, propose, confirm and consummate a consensual
reorganization plan.  The Debtors believe that extending the
Solicitation Period is warranted, realistic and justifiable in
light of the complex issues that must be addressed in these cases
and the progress already made.

Since the Petition Date, the Debtors and their professionals have
continued to make significant progress in their reorganizations,
including inter alia:

   (a) negotiating and filing of the Plan and Disclosure
       Statement;

   (b) reviewing their executory contracts and unexpired leases
       to determine whether they should be assumed or rejected;

   (c) addressing a multitude of creditor inquiries and requests
       for information made by vendors, customers and other
       parties-in-interest;

   (d) gathering information necessary for the filing of the
       Debtors' schedules of assets and liabilities and
       statements of financial affairs;

   (e) continuing to run their businesses in the ordinary course;

   (f) completing their annual audit;

   (g) evaluating the effects of the current economy and other
       factors on their long-range business plan; and

   (h) evaluating offers and selecting an equity investor.

The Debtors, with the assistance of their financial and legal
advisors, have also made significant progress in their effort to
review and analyze the proofs of claim filed by creditors in
these cases.  The Debtors have entered into several stipulations
with numerous claimholders resolving claims disputes and expect
to enter into several others in the upcoming months.  Mr.
Karotkin also notes that the Debtors have sufficient resources to
meet all required postpetition payment obligations.  The Debtors
obtained Court authority to use Cash Collateral to fund their
operations.

                          *     *     *

Judge Beatty will convene a hearing today to consider the Debtors'
request.  Accordingly, the Court extends the Debtors' Exclusive
Solicitation Period until the conclusion the hearing. Magellan
Bankruptcy News, Issue No. 13: Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MCGREGOR MARINE: Four Charged Under Canadian Bankruptcy Act
-----------------------------------------------------------
Wednesday last week, members of the Toronto North Commercial Crime
Section of the RCMP laid a total of 38 charges under the
Bankruptcy & Insolvency Act and the Criminal Code of Canada, in
Orillia, Ontario. The offences relate to the approximate four
million dollar shortfall reported in McGregor Marine's Bankruptcy
and the Personal Bankruptcies of the principals of the company.

During their extensive investigation, police uncovered a number of
fraud related activities whereby both corporations and individuals
were allegedly defrauded. McGregor Marine, was an established
business which operated out of Orillia and was petitioned into
bankruptcy on August 15, 2001.

Charged are:

     Scott Csumrik, 49, of Orillia

     Marci Cusmirk, 45, of Orillia

     Doug Csumrik, 41, of Washago, Ontario

     Linda Csumrik, 42, of Washago, Ontario

All accused individuals will be appearing in court in Orillia,
Ontario at 9:30 AM today.

The Royal Canadian Mounted Police is the investigative arm of the
Office of the Superintendent of Bankruptcy.


MERA PHARMA: Ex-Auditor Buttke Bersch Airs Going Concern Doubts
---------------------------------------------------------------
On September 2, 2003 Mera Pharmaceuticals, Inc. engaged Jewett,
Schwartz & Associates to audit its financial statements. The
decision to engage Jewett Schwartz was approved by the audit
committee of the Company's Board of Directors and ratified by the
full Board.

Prior to its engaging Jewett Schwartz, the Company's financial
statements were audited by Buttke, Bersch and Wanzek, PC. Buttke
Bersch was initially engaged by the Company on January 16, 2002 to
audit its financial statements for the fiscal year ended
October 31, 2001. Under a series of successive engagements, Buttke
Bersch reviewed the Company's periodic filings and its current
filings through May 31, 2003 and audited the Company's financial
statements for the fiscal year ended October 31, 2002. The Company
decided not to extend the engagement of Buttke Bersch, which the
Company confirmed in writing on September 5, 2003.

In connection with its engagement by the Company, Buttke Bersch
did express uncertainties about the Company's ability to continue
as a going concern and provided comments and suggestions on the
effectiveness of the Company's controls and procedures.


MERRILL LYNCH: Fitch Affirms Low-B Ratings on Four Note Classes
---------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc.'s series 1997-C2
certificates are upgraded as follows:

        -- $27.5 million class B to 'AAA' from 'AA';

        -- $41.2 million class C to 'AA-' from 'A';

        -- $34.3 million class D to 'BBB+' from 'BBB'.

In addition the following classes are affirmed: --$46.8 million
class A-1 at 'AAA';

        -- $372.5 million class A-2 at 'AAA';

        -- Interest-only class X at 'AAA';

        -- $37.7 million class F at 'BB';

        -- $6.9 million class G at 'BB-';

        -- $12.0 million class H at 'B';

        -- $6.9 million class J at 'B-'.

The $12.0 million class E and $10.4 million class K certificates
are not rated by Fitch Ratings.

The rating actions follow Fitch's review of the transaction, which
closed in December 1997.

The upgrades are due to loan amortization and payoffs which have
resulted in increased credit support to the investment grade Fitch
rated classes.

GEMSA Loan Services, L.P., the master servicer, collected year-end
2002 financials for 94% of the pool balance as of August 2003.
Based on the information provided the resulting YE 2002 weighted
average debt service coverage ratio is 1.54 times compared to
1.37x at issuance for the same loans.

Seven loans (3.4%) are currently in special servicing and losses
are expected on three. The largest specially serviced loan (0.9%)
is a multifamily property located in Dallas, Texas and is 90 days
delinquent. The property has suffered from declines in occupancy
as a result of the current economic conditions facing the Dallas
apartment market. The next largest specially serviced loan (0.5%)
is a retail property located in Franklin Township, New Jersey and
is 30 days delinquent. The primary tenant who occupied 60% net
rentable area and was on a month-to-month lease vacated their
space in May 2003. In addition, there are several tenants with
upcoming lease expirations within the next twelve months. Ten
loans (3.9%) reported YE 2002 DSCRs less than 1.0x.


MIDWEST EXPRESS: Posts Increased Revenue Passenger Miles for Aug
----------------------------------------------------------------
Midwest Express Holdings, Inc. (NYSE: MEH) reported August
performance data for Midwest Airlines and Midwest Connect.
Compared with August 2002, both airlines reported increases in
traffic, decreases in capacity, increases in load factor and
decreases in yield.

                        Midwest Airlines

     -- In August, Midwest Airlines' traffic (measured in
        scheduled service revenue passenger miles) increased 1.0%
        on an 18.7% decrease in capacity (measured in scheduled
        service available seat miles). Year to date, traffic was
        down 3.9% on a 9.8% decrease in capacity. Midwest Airlines
        expects to decrease capacity 14-16% in the third quarter
        compared with third quarter 2002 -- part of its previously
        announced capacity reduction plan.

     -- Load factor for the month was 74.4%, compared with 59.8%
        in August 2002; year to date, load factor was 66.1%,
        compared with 62.0% last year.

     -- Revenue yield declined 15.9% from August 2002 and 14.2%
        year to date.

     -- Revenue per scheduled service available seat mile
        increased 5.3% in August -- the result of higher load
        factor offsetting lower revenue yield, and decreased 8.0%
        year to date.

     -- Fuel prices were 17.4% higher in August than a year ago,
        and 30.0% higher in the first eight months of 2003 than
        2002.

                        Midwest Connect

     -- In August, Midwest Connect's traffic increased 17.7% on an
        8.5% decrease in capacity. Year to date, traffic was up
        15.5% on a 3.3% increase in capacity. Midwest Connect
        expects to decrease capacity 8-10% in the third quarter
        compared with third quarter 2002.

     -- Load factor for the month was 61.5%, compared with 47.8%
        in August last year; year to date, load factor was 52.5%,
        compared with 46.9% last year.

     -- Revenue yield declined 18.8% from August 2002 and 19.6%
        year to date.

     -- Revenue per scheduled service available seat mile
        increased 6.7% in August -- the result of higher load
        factor offsetting lower revenue yield, and decreased 8.2%
        year to date.

     -- Fuel prices were 15.0% higher in August than a year ago,
        and 25.3% higher in the first eight months of 2003 than
        2002.

Midwest Airlines features nonstop jet service to major
destinations throughout the United States. Skyway Airlines, Inc. -
- its wholly owned subsidiary -- operates Midwest Connect, which
offers connections to Midwest Airlines as well as point-to-point
service between select markets on regional jet and turboprop
aircraft. Together, the airlines offer service to 50 cities. More
information is available at http://www.midwestairlines.com

                         *     *     *

As reported in Troubled Company Reporter's August 26, 2003
edition, Midwest Express Holdings reached labor and aircraft
financing restructuring agreements with its unions and aircraft
lessors and lenders have been fully documented and finalized on
terms that the company had anticipated. The company expects these
restructuring measures to reduce costs by approximately $20
million annually going forward.

The negotiation of these agreements enabled the company to avert
the necessity of filing for reorganization under Chapter 11 of the
Bankruptcy Code. Outlining the next step for the company, Robert
S. Bahlman, Midwest's chief financial officer, noted, "Now we are
in a better position to secure additional financing to complete
our restructuring program."


MIRANT: Obtains Clearance to Hire Ordinary Course Professionals
---------------------------------------------------------------
The Mirant Corp. Debtors sought and obtained the Court's authority
to employ professionals in the ordinary course of their business.

The Debtors got the Court's permission to pay each Ordinary
Course Professional, without a prior application to the Court by
each professional, the full amount of the fees and disbursements
billed, upon the submission to and approval by the Debtors of an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered and disbursements actually incurred and
calculated in accordance with such Ordinary Course Professional's
standard billing practices without prejudice to the Debtors'
right to dispute any invoices.  However, if any Ordinary Course
Professional's fees and disbursements exceed $50,000 per month,
then the payments to that Ordinary Course Professional for the
excess amounts will be subject to the Court's prior approval in
accordance with Sections 330 and 331 of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, the Local Rules and Orders
of the Court and the Fee Guidelines promulgated by the Executive
Office of the United States Trustee. (Mirant Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MOHEGAN TRIBAL: Commences Solicitation of Noteholders' Consents
---------------------------------------------------------------
The Mohegan Tribal Gaming Authority (S&P, BB+ Corporate Credit
Rating, Stable) has commenced a solicitation of consents from
holders of its outstanding $200,000,000 principal amount of 8-1/8%
Senior Notes due 2006, $150,000,000 principal amount of 8-3/8%
Senior Subordinated Notes due 2011 and $250,000,000 principal
amount of 8% Senior Subordinated Notes due 2012 to amend the
indentures for the Notes.

The purpose of the proposed amendments is to conform certain
provisions of the indentures governing the Notes to the applicable
provisions of the Authority's most recent indenture entered into
in July 2003 in connection with the issuance of its 6-3/8% Senior
Subordinated Notes due 2009.

The fee to be paid for each consent properly delivered and not
revoked prior to the expiration of the Consent Solicitation is
$5.00 in cash for each $1,000 principal amount of Notes.  The
Consent Solicitation will expire at 5:00 P.M., New York City time,
on Tuesday, September 23, 2003, unless extended.  The proposed
amendments generally require the consent of holders of a majority
in aggregate principal amount of each series of outstanding Notes.
The terms and conditions of the Consent Solicitation are described
in the Consent Solicitation Statement dated September 11, 2003,
copies of which may be obtained from Global Bondholders Services
Corporation.

The Authority has engaged Banc of America Securities LLC and
Citigroup Global Markets Inc. to act as solicitation agents in
connection with the Consent Solicitation.  Questions regarding the
Consent Solicitation should be directed to Banc of America
Securities LLC, High Yield Special Products, at (888) 292-0070 (US
toll-free) and (704) 388-4813 (collect) or Citigroup Global
Markets Inc., Liability Management at (800) 558-3745 (US toll-
free) and (212) 723-6106 (collect).  Requests for documentation
may be directed to Global Bondholders Services Corporation, the
information agent for the Offer, at (866) 470-4200 (US toll free)
and (212) 430-3774 (collect).

The Authority is an instrumentality of the Tribe, a federally
recognized Indian tribe with an approximately 405-acre reservation
situated in southeastern Connecticut, adjacent to Uncasville,
Connecticut. The Authority has been granted the exclusive power to
conduct and regulate gaming activities on the existing reservation
of the Tribe, including the operation of Mohegan Sun, a gaming and
entertainment complex that is situated on a 240-acre site on the
Tribe's reservation. The Tribe's gaming operation is one of only
two legally authorized gaming operations in New England offering
traditional slot machines and table games. Mohegan Sun currently
operates in an approximately 3.0 million square foot facility,
which includes the Casino of the Earth, Casino of the Sky, the
Shops at Mohegan Sun, a 10,000-seat Arena, a 300-seat Cabaret,
meeting and convention space and an approximately 1,200-room
luxury hotel. More information about Mohegan Sun and the Authority
can be obtained by visiting http://www.mohegansun.com


MONTGOMERY WARD: Committee Extracts $88 Million from GE Capital
---------------------------------------------------------------
General Electric Capital Corporation agreed to settle, for total
consideration of more than $80 million, the lawsuit brought by the
official creditors' committee of Montgomery Ward that asserted a
long litany of misdeeds reaching from the leadership of the
beleaguered retailer to the office of Jack Welch, ex-CEO of
General Electric Company.

"This significant settlement should be a wake up call to companies
that think they can try to secure economic benefits for themselves
at the expense of unsecured creditors," said Lawrence Gottlieb, a
lawyer from Kronish Lieb Weiner & Hellman LLP and lead counsel for
the creditors' committee.

The committee's complaint detailed a wide range of misconduct by
GE's leadership and outlined their approach for building creditor
confidence by manipulating the financial structure of Wards and
inducing creditors to continue to extend credit, even though GE
management knew that Wards would not ultimately survive.

"In June of 2000, the GE Capital executive in charge of the
Montgomery Ward investment wrote a memo to executives at the
highest levels of GE clearly acknowledging that liquidation was
the only realistic option for Montgomery Ward," said Gottlieb.
"He went so far as to say that any other approach was like
'rearranging the deck chairs on the Titanic.'"

Nevertheless, GE Capital, formerly Wards' parent company, chose to
manipulate the timing of Wards' inevitable demise by
misrepresenting to creditors the company's financial situation and
GE Capital's intentions for long-term support of Wards.

"By the summer of 2000, GE Capital knew that Montgomery Ward
needed between $400 and $500 million in equity to survive," said
Gottlieb. "They also realized that, if the truth were known,
suppliers would stop providing goods and services to Wards on
credit.  Instead of allowing creditors to understand the truth
about the urgent need for an equity infusion, GE Capital assured
them that it would continue to strongly support Wards. Creditors
were duped into advancing millions of dollars that GE Capital
knew the creditors would never see again."

The settlement agreement, which was submitted for approval
today to the bankruptcy court hearing Wards' chapter 11
liquidation case, represents a significant victory for the
unsecured creditors of Wards. The settlement includes a $58
million cash payment from GE Capital that is more than 100%
higher than the payment GE Capital offered Wards' creditors in a
proposed settlement plan that creditors resoundingly rejected last
year. The remaining settlement consideration consists of waivers
of certain of GE's claims against Wards.

Kronish Lieb Weiner & Hellman LLP is a full-service, New York-
based law firm which has provided counsel to an increasingly
broad array of institutional and private clients from around the
world since 1958. For more information about the Firm visit
http://www.kronishlieb.com/


MORGAN STANLEY: Fitch Ups & Affirms Series 1999-RM1 Note Ratings
----------------------------------------------------------------
Morgan Stanley Capital I Inc.'s commercial mortgage pass-through
certificates, series 1999-RM1, are upgraded by Fitch Ratings as
follows:

        -- $43 million class B to 'AAA' from 'AA';
        -- $45.1 million class C to 'AA' from 'A';
        -- $12.9 million class D to 'A+' from 'A-';
        -- $34.4 million class E to 'BBB+' from 'BBB';
        -- $17.2 million class F to 'BBB' from 'BBB-';
        -- $10.7 million class G to 'BBB-' from 'BB+';
        -- $23.6 million class H to 'BB+' from 'BB';
        -- $8.6 million class J to 'BB' from 'BB-'.

Fitch also affirms the following classes:

        -- $100.9 million class A-1 'AAA';
        -- $429.3 million class A-2 'AAA';
        -- Interest-only class X 'AAA';
        -- $12.9 million class K 'B+';
        -- $6.5 million class L 'B';
        -- $8.6 million class M 'B-';
        -- $8.6 million class N 'CCC'.

Fitch does not rate the $15 million class O certificates. The
rating upgrades and affirmations follow Fitch's annual review of
the transaction, which closed in March 1999.

The rating upgrades reflect the consistent loan performance
combined with the reduction of the pool's collateral balance,
which has resulted in increased subordination levels. As of the
August 2003 distribution date, the transaction's aggregate
principal balance has decreased 9.6% to $777.2 million from $859.7
million at closing.

CapMark Services, LP, the master servicer, collected year-end 2002
financials for 96.8% of the pool balance. Based on the information
provided, the resulting YE 2002 weighted average debt service
coverage ratio is 1.65 times, compared to 1.69x at YE 2001 and
1.43x at issuance for the same loans.

The pool has minimal loans of concern. Currently, two loans
(0.98%) are in special servicing. The largest loan is secured by a
retail property in Kernersville, North Carolina and is currently
real estate owned. The anchor tenant, Kmart, rejected their lease
and vacated in March 2002. The property is currently 23% occupied
and the operator is currently in marketing the vacant space. The
other specially serviced loan is secured by an office property in
Salt Lake City, Utah and is also REO. The loan transferred to the
special servicer in June, 2001 due to payment default. The
property is 82% occupied and the cash flow is insufficient to meet
debt service obligations. Fitch anticipates losses for both of the
REO loans. All of the other loans in the deal remain current.

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


NATIONAL BENEVOLENT: Fitch Keeps B- Rating on Fixed-Rate Debt
-------------------------------------------------------------
Fitch Ratings maintains the 'B-' rating on National Benevolent
Association's approximately $149 million in outstanding fixed-rate
debt. NBA's total outstanding debt is approximately $212 million,
of which approximately $63 million are variable rate demand bonds,
backed by letter of credits from KBC Bank (Fitch does not rate
this debt). The bonds remain on Rating Watch Negative.

On Sept. 9, 2003, NBA announced that its letters of credit from
KBC Bank, which were scheduled to expire on Sept. 15, 2003, have
been extended for 30 days until Oct. 15, 2003. This extension did
not prevent the bonds from being tendered yesterday, but does
provide more flexibility in negotiating and formulating a
substitution plan. Exact terms of the extension are unknown, but
NBA has confirmed that it has successfully entered into a
confidentiality agreement with KBC Bank (similar to those reached
with bond trustees and certain fixed-rate bondholders). It is
still uncertain whether KBC will remarket or hold the bonds.
Although this extension provides a slight cushion for NBA, major
credit concerns still exist without a substitution, renewal, or
further extension of the LOCs past Oct. 15, 2003.

Fitch has reviewed the six-month interim financial statements,
dated June 30, 2003, and notes that liquidity has continued to
decline, but bottom line performance has slightly improved.
Through the six-month interim period, NBA's unrestricted liquidity
totaled $79.8 million or 202 days cash on hand, which represents a
$1.9 million decline since March 31, 2003 and $8.8 million since
Dec. 31, 2002. However, NBA reported a bottom line loss of $5.6
million (negative 7.7%) through the first half of 2003, which is
an improvement from the $3.4 million loss in the first quarter
(negative 9.7%) and $21 million loss in 2002 (negative 15.3%). The
primary reason for this improvement is higher revenue, due to
increased investment income, combined with relatively good expense
controls. Additional factors include the divestitures or closings
of some unprofitable facilities and service lines over the past 18
months. Despite this slight improvement, NBA is still in technical
default and in violation of its rate covenant as debt service
coverage remains weak at 0.5x.

Fitch will continue to monitor NBA as information becomes
available.


NAT'L STEEL: Seeks Court Nod for IUBAC Memorandum of Agreement
--------------------------------------------------------------
The National Steel Corporation Debtors and the International Union
of Bricklayers and Allied Craftsmen have been parties to numerous
collective bargaining agreements for decades.  The Debtors and
IUBAC have previously agreed that if a sale with a new collective
bargaining agreement with U.S. Steel were accomplished, the unions
would agree to a consensual termination of their existing
Collective Bargaining Agreements.  Yet, despite entry into a new
agreement with U.S. Steel, IUBAC and its represented workers and
retirees continued to have significant administrative and
prepetition claims against the Debtors' estates.

To resolve all remaining issues, the Debtors entered into
negotiations with IUBC.  By this motion, the Debtors ask the
Court to approve their Memorandum of Agreement.  The terms of the
MOA include:

(1) termination of all Collective Bargaining Agreements, any
    obligations related to these Agreements, 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 parties' cooperation in
    this process, including with respect to transfer of 401(k)
    plan assets and a pro-rata share of the National Voluntary
    Employee Beneficiary Association;

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

(4) payment of life insurance benefits for retirees through
    August 31, 2003 with the VEBA paying for the period from
    August 1, 2003 through August 31, 2003;

(5) COBRA continuation rights with premium costs covered by
    retirees and former employees for the period from
    September 1, 2003 through December 31, 2003, with the VEBA
    covering a percentage of certain costs;

(6) IUBAC's retention of a general of a general unsecured claim
    against the Debtors amounting $4,500,000 relating to Other
    Post-Employment Benefit liabilities; and

(7) payment of certain actual costs and expenses incurred by
    IUBAC during the cases in the aggregate of $15,000. (National
    Steel Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)


NRG ENERGY: Asks Court to Okay Proposed Solicitation Procedures
---------------------------------------------------------------
Michael A. Cohen, Esq., at Kirkland & Ellis, in New York, relates
that on July 2, 2003, NRG Energy, Inc., and its debtor-affiliates
filed their Third Amended Disclosure Statement for their Joint
Plan of Reorganization.  At the July 24, 2003 hearing, the Court
approved the Third Amended Disclosure Statement for purposes of
submission to the Securities Exchange Commission.  The Debtors are
currently awaiting the SEC's completion of its Public Utilities
Holding Company Act review.

Mr. Cohen notes that the Third Amended Disclosure Statement
contains ample information to allow parties-in-interest to make
informed judgments about the Plan, including, but not limited to
information regarding:

   (a) the Debtors, their assets and liabilities, and their
       businesses,

   (b) general economic conditions preceding the Debtors'
       decision to commence the instant Chapter 11 proceedings,

   (c) prepetition negotiations and agreements among the
       Debtors and their principal creditor constituencies,

   (d) significant events that have occurred in these Chapter
       11 cases since the Petition Date,

   (e) classification and treatment of claims under the Plan,

   (f) other material terms of the Plan and its implementation,
       and

   (g) information concerning the projected financial performance
       of the reorganized Debtors.

By this motion, the Debtors ask the Court to:

   (1) approve the form of the Ballots and the Master Ballot,

   (2) approve the Voting Procedures and Tabulation Procedures,

   (3) approve the Revised Confirmation Hearing Notice,

   (4) establish the Voting Deadline,

   (5) set the date and establish notice procedures for the
       Confirmation Hearing,

   (6) establish a Voting Record Date, and

   (7) approve the Third Amended Disclosure Statement.

                    Approval of Form of Ballots

The Ballots are based on Official Form No. 14, but have been
modified to address the particular terms of the Plan.  The
Debtors propose that the appropriate form of Ballot will be
distributed to holders of Claims in these classes:

   Class Type         Description
   ----------         -----------
   Class 2            Convenience Claims

   Class 3            Secured Claims Against Non-continuing
                      Debtor Subsidiaries

   Class 4            Miscellaneous Secured Claims

   Class 5 (Form A)   NRG Unsecured Claims (Other Than Note
                      Claims or NRG Bank Group Claims)

   Class 5 (Form B)   NRG Unsecured Claims
                      (NRG Bank Group Claims)

   Class 5 (Form C)   NRG Unsecured Claims (Note Claims)

   Class 5 (Form D)   Master Ballot (Note Claims)

   Class 6            PMI Unsecured Claims

The Debtors propose to deliver Ballots to Class 5 Note Claims
record holders, including brokers, bank, dealers, other agents or
nominees.  Each Nominee would be entitled to receive the
Solicitation Packages to be distributed to creditors and other
parties-in-interest.  The Nominee will forward the Solicitation
Package to each beneficial owner of the Notes for voting and
include a return envelope addressed to the Nominee so that the
beneficial owner may return the completed beneficial owner ballot
to the Nominee.  The Nominee will then summarize the individual
votes of its beneficial owners from their Beneficial Owner
Ballots on the appropriate master ballot, and then return the
Master Ballot to Innisfree M&A Incorporated.

   A. Release Election

      Class 5 Claim Holders will have the opportunity to elect
      on their Ballot to grant certain releases to Xcel Energy
      Inc. and other related entities and to receive their pro
      rata share of the "Release-Based Amount."  Thus, the
      Debtors propose that certain procedures be implemented
      which require that Ballots of Class 5 Claim Holders be made
      available to Xcel for review.

   B. Reallocation Election

      Class 5 and Class 6 Claim Holders will have the
      opportunity to elect to alter the composition of the
      distribution they would receive under the Plan.  The
      Ballots proposed by the Debtors provide sufficient
      instructions regarding the "Reallocation Election."

   C. Notice of Non-Voting Status to Claim Holders Deemed to
      Accept the Plan

      Accordingly, the Debtors propose to send to holders of
      unimpaired claims in Class 1 Unsecured Priority Claims,
      Class 8B NRG Reinstated Intercompany Claims and unimpaired
      interests in Class 10 PMI Old Common Stock a notice of non-
      voting status, which identifies the classes designated as
      unimpaired and provides an explanation of their status.

   D. Notice of Non-Voting Status to Claim Holders Deemed to
      Reject the Plan

      Class 7 Unsecured Non-continuing Debtor Subsidiary Claims,
      Class 8A NRG Cancelled Intercompany Claims, Class 9 NRG Old
      Common Stock, Class 11 Securities Litigation Claims, and
      Class 12 Non-continuing Debtor Subsidiary Common Stock will
      not receive any distributions under the Plan.  Thus, the
      Debtors propose to mail a notice of non-voting status to
      the holders of claims and interests in these classes.

     Approval of Solicitation Package Distribution Procedures

The Debtors propose that the Solicitation Packages will be mailed
not more than the later of three business days after the Voting
Record Date and five business days after the Disclosure Statement
approval on:

   (a) all persons or entities that have filed proofs of claim or
       equity interests on or before the Voting Record Date;

   (b) all persons or entities listed in the Schedules;

   (c) all other known holders of potential claims against or
       equity interests in the Debtors, if any, as of the Voting
       Record Date;

   (d) all parties-in-interest that filed requests for notice in
       accordance with Rule 2002 of the Federal Rules of
       Bankruptcy Procedure in the Debtors' Chapter 11 cases on
       or before the Voting Record Date;

   (e) the indenture trustees under the Debtors' indentures; and

   (f) the entities filing a timely proof of claim after the
       Voting Record Date.

Each Solicitation Package will contain:

   -- a Copy of the Revised Confirmation Hearing Notice;

   -- the Third Amended Disclosure Statement;

   -- at the Debtors' discretion, a letter from the Committee
      expressing its views with respect to the Plan;

   -- any SEC order approving the Plan;

   -- a Copy of the Disclosure Statement Order; and

   -- either a Ballot and a return envelope or the appropriate
      Notice of Non-Voting Status.

              Special Procedures for Distribution of
        Solicitation Packages with Respect to Note Claims

   (a) The Debtors will mail a Solicitation Package to each
       holder of record of Notes that holds such instruments in
       their own name and each Nominee for distribution to
       Beneficial Owners as of the Voting Record Date;

   (b) After the Voting Record Date, the Debtors will obtain a
       list containing the names, addresses and holdings of the
       respective Individual Record Holders as of the Voting
       Record Date -- the Record Holder Register; and a list
       containing the names and addresses of the Nominees and,
       for each Nominee, the aggregate holdings of the Beneficial
       Owners for whom the Nominee provides services -- the
       Nominee Register;

   (c) The Debtors will send each Individual Record Holder a
       Solicitation Package.  The Individual Record Holder Ballot
       must be completed and returned prior to the Voting
       Deadline by the Noteholder and the Credit Facility
       Balloting Agent;

   (d) The Noteholder and Credit Facility Balloting Agent will
       then deliver to each Nominee the requisite number of
       Solicitation Packages with the appropriate Ballots; and

   (e) The Nominees will be required to distribute the
       Solicitation Packages they receive promptly to the
       Beneficial Owners for whom they provide services.

                         Voting Deadline

The Debtors propose that each Ballot must be properly executed,
completed, and delivered to the Balloting Agent or the Noteholder
and Credit Facility Balloting Agent as applicable, so as to be
received no later than a date to be determined which will be at
least 25 days after the Solicitation Date.

The Debtors also propose that they be permitted to extend the
Voting Deadline for all creditors from time to time without
further Court Order by giving notice of extension to all parties
on the Debtors' creditor matrix and the parties requesting notice
pursuant to Bankruptcy Rule 2002 and filing the notice with the
Court, as well as issuing a press release to the Dow Jones
Newswire and publishing notice in The Wall Street Journal;
provided, however, that the extension will not place the Voting
Deadline less than 10 days prior to the Confirmation Hearing.

                         Tabulation Rules

The Debtors propose that each claim holder within a claim class
entitled to vote on the Plan be entitled to vote the amount of
the claim as set forth in the Schedules.  The general procedure
will be subject to these exceptions:

   (a) if a timely filed claim is not listed on the Schedules and
       no objection has been filed on or before the Voting
       Deadline, the claim will be temporarily allowed for voting
       purposes;

   (b) if a timely filed claim is contingent, unliquidated, or
       disputed, the claim will be temporarily allowed for voting
       purposes for $1;

   (c) if a claim is listed as contingent, unliquidated or
       disputed, in the Schedules or in a proof of claim, the
       claim will be temporarily allowed for voting purposes
       only for $1;

   (d) if a claim is deemed allowed in accordance with the Plan,
       the claim will be allowed for voting purposes;

   (e) if the Debtors served and filed an objection to a claim
       at least 10 days prior to the expiration of the period
       during which claim holders may vote to accept or
       reject the Plan, the claim will be temporarily allowed for
       voting purposes in an amount equal to the greater of $1 or
       the undisputed claim amount;

   (f) if a claim is listed in the Schedules as being a non-
       priority claim or is not listed in the Schedules and a
       proof of claim is filed as a priority claim, the claim
       will be temporarily allowed for voting purposes as a
       non-priority claim in an amount that the claim would have
       been so allowed in accordance with the other Tabulation
       Rules had the proof of claim been filed as a non-priority
       claim;

   (g) if a claim is listed in the Schedules as being an
       unsecured claim or is not listed in the Schedules and a
       proof of claim is filed as a secured claim, the claim will
       be temporarily allowed for voting purposes as an unsecured
       claim;

   (h) if a claim has been estimated or allowed for voting
       purposes by Court Order, the claim will be temporarily
       allowed for voting purposes;

   (i) if a claim relates to rejection damages under an executory
       contract or unexpired lease that has not been rejected as
       of the Voting Record Deadline, to the extent the claim is
       for rejection damages, the claim will be temporarily
       disallowed by the Court for voting purposes and, to the
       extent the claim is solely for rejection damages, the
       Ballot will not be counted as having voted for or against
       the Plan; and

   (j) if a claim holder identifies a claim amount on its Ballot
       that is less than the amount otherwise calculated in
       accordance with the Tabulation Rules, the claim will be
       temporarily allowed for voting purposes in the lesser
       amount identified on the Ballot.

If any claimant seeks to challenge the allowance of its claim for
voting purposes in accordance with the Tabulation Rules, the
claimant may file a motion, pursuant to Bankruptcy Rule 3018(a),
to temporarily allow the claim in a different amount or
classification for voting purposes and serve the request on the
Debtors' counsel so that it is received no more than 20 days
after the date of service of the Confirmation Hearing Notice.

                Tabulation and Voting Procedures

The Debtors seek to implement Tabulation and Voting Procedures
similar to those indicated in their request to approve the First
Amended Disclosure Statement.

                     Master Ballot Tabulation

In the tabulation of the Master Ballots, the amount that will be
used to tabulate acceptance or rejection of the Plan will be the
principal amount held as of the Voting Record Date.  The Debtors
propose that these additional rules apply to the Master Ballot
Tabulation:

   (a) The Debtors will compare the votes cast and elections
       made by the Individual Record Holders and the Nominees to
       the Record Holder Register and the Nominee Register.

       Votes submitted by an Individual Record Holder on an
       Individual Record Holder Ballot will not be counted in
       excess of the record position in the Notes for that
       particular Individual Record Holder, as identified on the
       Record Holder Register.  Votes submitted by a Nominee on a
       Master Ballot will not be counted in excess of the
       aggregate position in the Notes of the Beneficial Owners
       for whom the Nominee provides services, as identified in
       the Nominee Register.

       The submission of an Individual Record Holder Ballot or a
       Master Ballot reflecting an aggregate amount of voting and
       non-voting claims that exceeds the record position as
       identified on the Record Holder Register or the aggregate
       position identified on the Nominee Register is referred to
       as an "overvote."

   (b) To the extent that an Individual Record Holder Ballot
       conflicts with the Record Holder Register, the Debtors
       will tabulate the Individual Record Holder's Vote based
       on information contained in the Record Holder Register.

   (c) To the extent that a Master Ballot conflicts with the
       Nominee Register, the Debtors will attempt to resolve the
       conflicting vote prior to the vote certification.

   (d) To the extent that an overvote or a conflicting Vote on a
       Master Ballot is not reconciled prior to the vote
       certification, the Debtors will:

       -- calculate the percentage of the total stated amount of
          the Master Ballots voted by each Beneficial Owner,

       -- multiply the percentage for each Beneficial Owner by
          the amount of aggregate holdings for the applicable
          Nominee identified on the Nominee Register, and

       -- tabulate Votes to accept or reject the Plan based on
          the result of this calculation.

   (e) The Release Election to release the Released Parties will
       be valid only to the extent that:

       (1) the Notes of the Beneficial Owners making the election
           are actually tendered by the Beneficial Owners or the
           Nominees, and

       (2) Xcel has received copies of the Ballots of the
           Beneficial Owners making the Release Election to
           release the Released Parties.

   (f) A single Nominee may complete and deliver to the
       Noteholder and Credit Facility Balloting Agent multiple
       Master Ballots summarizing the votes of Beneficial Owners
       of the Notes.  If two or more Master Ballots are
       inconsistent, the latest dated Master Ballot received
       prior to the Voting Deadline will supersede and revoke any
       prior Master Ballot.

                     Confirmation Hearing Date

The Debtors want a hearing scheduled for the confirmation of the
Plan, subject to the Court's calendar.  The Confirmation Hearing
may be continued from time to time by the Court or the Debtors
without further notice other than adjournments announced in open
court.

                Notice of the Confirmation Hearing

The Debtors propose to serve, through the Balloting Agent, a copy
of a notice setting forth the:

   (1) Voting Deadline for the submission of ballots;

   (2) time fixed for filing objections to confirmation of the
       Plan and the manner in which objections will be filed; and

   (3) time, date and place of the Confirmation Hearing, on
       all creditors and equity security holders.

In addition, the Debtors will publish the Revised Confirmation
Hearing Notice in the national edition of The New York Times, The
Wall Street Journal, The Star Tribune (Minneapolis-St. Paul), The
St. Paul Pioneer Press and The Financial Times.

      Procedures for the Filing Plan Confirmation Objections

Objections to confirmation of the Plan must:

   (1) be in writing;

   (2) state the name and address of the objecting party and the
       nature of the claim or interest of the party;

   (3) state with particularity the basis and nature of any
       objection to the confirmation of the Plan; and

   (4) be filed with the Court and served on these Notice
       Parties so that it is received no later than the
       Confirmation Objection Deadline:

       * NRG Energy, Inc.;

       * Kirkland & Ellis -- the Debtors' attorneys;

       * Bingham McCutchen -- the Committee's attorneys;

       * Jones Day -- Xcel's attorneys;

       * Simpson Thacher & Bartlett -- the Bank Lenders'
         attorneys; and

       * Office of the U.S. Trustee.

                        Voting Record Date

The Debtors propose that the Court establish the Voting Record
Date at the hearing held to consider approval of these
Solicitation Procedures, for purposes of determining the
creditors that are entitled to vote on the Plan or, in the case
of the classes not entitled to vote, for purposes of determining
the creditors and interest holders entitled to receive Notices of
Non-Voting Status.

                        Transferred Claims

With respect to a transferred claim, the Debtors propose that the
transferee will be entitled to receive a Solicitation Package and
cast a Ballot on account of the claim only if:

    (a) all actions necessary to effect the transfer of the claim
        pursuant to Bankruptcy Rule 3001(e) have been completed
        by the Voting Record Date, or

    (b) the transferee files by the Voting Record Date the
        documentation required by Bankruptcy Rule 3001(e) to
        evidence the transfer and a sworn statement of the
        transferor supporting the validity of the transfer.

In the event a claim is transferred after the Voting Deadline,
the transferee of the claim will also be bound by any election,
including the Release Election, made on the Ballot by the holder
as of the Voting Record Date of the transferred claim. (NRG Energy
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NVIDIA CORP: Reaches Agreement to Resolve SEC Investigation
-----------------------------------------------------------
NVIDIA Corporation (Nasdaq: NVDA), the worldwide leader in visual
processing solutions, announced that the Securities and Exchange
Commission has concluded its investigation of NVIDIA. The SEC and
NVIDIA have reached a final agreement resolving an investigation
undertaken by the SEC's staff. That investigation was disclosed by
NVIDIA in February 2002.

As announced by NVIDIA earlier this year, NVIDIA and the SEC staff
had reached an agreement in principle to end the investigation,
subject to review and approval by the SEC. Under the final
agreement NVIDIA, while neither admitting nor denying any
wrongdoing, agreed to entry of an administrative cease and desist
order prohibiting any future violations of certain non-fraud
financial reporting, books and records, and internal control
provisions of the federal securities laws. The order has no impact
on NVIDIA's reported financial results, and no penalty or fine has
been assessed against the Company.

This order arose out of an inquiry by the SEC regarding certain
accounting matters. That inquiry was announced by NVIDIA on
February 14, 2002.  In accordance with the suggestion and advice
of the SEC staff, NVIDIA at that time launched an internal review
of the accounting matters. On April 29, 2002, the Company
announced that the Audit Committee of its Board of Directors had,
with assistance from outside legal counsel and outside forensic
auditors, concluded its review and determined that it was
appropriate to restate NVIDIA's financial statements for fiscal
2000, 2001 and the first three quarters of fiscal 2002. NVIDIA
cooperated with the SEC throughout this process.

NVIDIA Corporation, whose corporate credit rating is rated at B+
by Standard & Poor's, is a visual computing technology and
market leader dedicated to creating products that enhance the
interactive experience on consumer and professional computing
platforms.  Its graphics and communications processors have
broad market reach and are incorporated into a wide variety of
computing platforms, including consumer digital-media PCs,
enterprise PCs, professional workstations, digital content
creation systems, notebook PCs, military navigation systems and
video game consoles.  NVIDIA is headquartered in Santa Clara,
California and employs more than 1,500 people worldwide.  For
more information, visit the company's Web site at
http://www.nvidia.com


OWENS: Commercial Panel Balks at 75% Claim Wipe-Out Under Plan
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Owens Corning says the proposed plan will cost commercial
creditors a whooping $2,841,000,000, wiping out 75% of their
claims.  Commercial Creditors will recover $916,952,000 of the
total $3,758,000,000 commercial creditor claims.  In short, the
Committee says, the Plan stinks and the Committee will do what it
can to derail the plan process unless commercial creditor
recoveries improve.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, explains that the Plan funnels
the benefit of this unprecedented loss to asbestos attorneys, who
get 40% of the money in "contingent fees".  The staggering size
of the proposed diversion, Mr. Sudell argues, compels the most
careful scrutiny by the Court of the quality of the disclosure
and the compliance of the Plan with the requirements of the
Bankruptcy Code.

The Committee complains that the "unlawful" plan -- proposed by
"lawless raiding party", the asbestos lawyers and the managers
appointed by the Debtors' board who in turn is elected by holders
of "worthless" stock -- is "unfair, discriminatory and fatally
flawed" without serious effort to achieve consensus.

Accordingly, the Committee asks the Court not to approve the
Disclosure Statement based on the determination that it would be
wasteful to solicit acceptances of an unconfirmable Plan.  If the
Court determines to approve the distribution of some version of
the Proposed Disclosure Statement, it should order the Debtors to
remedy all the defects in the Disclosure Statement and to provide
a complete, fair and balanced presentation of various points of
view regarding the Plan, to disseminate to voters various
material defects of "adequate information" in the Disclosure
Statement and to cut cost, by ordering the Debtors to:

   -- attach and make a part of it the "Official Committee
      Supplement to the Disclosure Statement"; and

   -- transmit the separate memoranda annexed to the
      Supplement to the identified recipients.

Mr. Sudell asserts that the Plan is not confirmable because of
the $16,000,000,000 liability precondition to the confirmation of
the Plan.  This precondition cannot purport to nullify a judicial
determination.  Additionally, it has no factual foundation.
There is no known data or conceivable methodology that would
support a determination that the Debtors' asbestos liabilities
total at least $16,000,000,000.  The Debtors, by their management
and board of directors, have made public statements in reports
filed with the Securities and Exchange Commission about forecasts
of their asbestos liabilities.  The most recent published
estimate is $5,900,000,000.

Mr. Sudell contends that the facial implausibility of the Debtors
having asbestos liabilities of $16,000,000,000 is buttressed by
three factors -- numerosity, causation and compensability.

The Committee wants the Debtors and the Official Committee of
Asbestos Claimants, as Plan Proponents, to make an offer to the
Court of the factual bases that the estate has at least
$16,000,000,000 in "asbestos liabilities" before a complex and
expensive voting and confirmation process is commenced.

Mr. Sudell asserts that the Plan flunks the "best-interests" test
because it unlawfully proposes distributions to future claimants.
Future claimants have no "claims" under established Third Circuit
law.  In Schweitzer v. Consol Rail Corp and Zulkowski v. Consol.
Rail Corp, the Third Circuit held that asbestos claims that had
not manifested symptoms of an asbestos disease or condition as of
the confirmation date were not discharged because their claims
had not yet "arisen".  This decision is consistent with the Third
Circuit Court's definition of "claim" in In re Frenville Co., 744
F. 2d 332 (3rd Cir, 1984).  The Frenville Court defined "claim"
as a "right to payment".  Since there is no statement in the
Bankruptcy Code or the legislative history from Congress about
when claims "arise", the Court deferred to state law, holding
that state law determines when a claim "arises".

Mr. Sudell also notes that in Jones v. Chemetron Corp., 212 F.3d
199 (3d Cir. 2000), several adults and a child sued the debtor
four years after the bar date and two years after the
consummation of the debtor's Chapter 11 plan for injuries caused
by exposure to radioactive and other toxic materials occurring
many years before the Petition Date.  The Chemetron Court held
that all claims were barred from suing, except for the infant
plaintiff who was unborn at the time of plan confirmation.  The
Court held that the adult plaintiffs knew or should have known
about their claims in time to sue.  As to the unborn child, the
Court found that no one in the bankruptcy proceeding asked the
Court to appoint people to represent unborn persons and that the
Court had no duty to do so sua sponte.  Hence, due to the lack of
notice and representation, the unborn infant's claim was not
discharged.

The Plan further flunks the "best-interests" test by 13.8 cents
on the dollar.  Mr. Sudell indicates that the recovery of
eligible claimants in liquidation is 38.2 cents according to an
analysis the Committee prepared.  The Commercial Committee's
best-interests analysis shows that a Frenville-following
liquidation of the Debtors which paid only present asbestos
claimants would deliver 38.207% on the claims of all present
creditors.  The best-interests analysis establishes that the
value of the Reorganized Debtors would have to come in a hair
under $7,000,000,000 to meet the Best-Interests Test in order for
the Plan to pass the Best-Interests Test.  The Debtors' own
financial advisors place the value of the Reorganized Debtors
somewhere between $3,300,000,000 to $3,700,000,000.  In other
words, the enterprise value of the Debtors falls $3,262,000,000
short of the amount needed.

         Commercial Committee's Best-Interests Analysis
             Following Applicable Third Circuit Law

   Recovery in Liquidation
   (No Payment to Future Claimants)                      Amount
   -------------------------------                       ------
   Distributable proceeds in event of
   Chapter 7 liquidation                         $2,734,000,000

   Claims of Classes 4, 5 and 6 (bank,
   bond and general unsecured claims)             3,758,000,000

   Total estimated number of asbestos claimants         850,000

   Less: estimated number of present asbestos
   claimants                                           (200,000)

   Number of estimated future asbestos claimants        650,000

   Amount due per asbestos claimant                      16,988

   Gross amount due resent asbestos claimants     3,397,647,059

   Total due to present asbestos and
   Commercial claimants                           7,155,647,059

   Recovery of Committee Constituencies
   Under Proposed Plan                              0.244000000

   Recovery of eligible claimants in
   Liquidation under Third Circuit law              0.382075859

   Shortage Compared With Recovery Needed
   to Pass Best-Interests Test                     (0.138075859)


   Reorganization Value Needed to Beat
   Liquidation if Future Claims Participate
   ----------------------------------------
   Amount allegedly due future asbestos
   claimants                                     11,042,352,941

   Amount allegedly due present asbestos
   claimants                                      3,397,647,059

   Total allegedly due all asbestos claimants    14,440,000,000

   Add: due to Classes 4, 5 and 6 (bank, bond
   and general unsecured claims                   3,758,000,000

   Total allegedly due all claimants if
   Future claimants are improperly included      18,198,000,000

   Enterprise value found by Debtors' exerts      3,700,000,000

   Enterprise value of Debtors needed to
   Deliver a recovery of $0.3825759               6,962,115,490

   Non-existent, missing enterprise value
   needed to pass Best-Interests Test            (3,262,115,490)

In preparing the Chart, the Committee used the Debtors' own high-
end-of-the-range numbers on their liquidation analysis:

   (1) amount due to banks, bonds and other general
       unsecureds -- $3,758,000,000;

   (2) as the Debtors have represented to the Court, an aggregate
       pool of 850,000 present and future asbestos claimants
       would receive distributions under the Plan;

   (3) "Present claimants" numbering 200,000;

   (4) net distributable proceeds of the Debtors in liquidation
       available to unsecured creditors -- 2,734,000,000;

   (5) average amount due each asbestos claimant -- $16,988;

Mr. Sudell adds that the Proposed Disclosure Statement provides
no rationale for providing Fibreboard Asbestos Personal Injury
Claimants with a greater recovery than that to be paid to others.
Moreover, the Disclosure Statement fails to describe the
management stock plan adequately.

Mr. Sudell argues that the Asbestos-Channeling Injunction will
not be valid because the Future Representative cannot properly
represent so many conflicting future "demands".  The improper
conflicts are fundamental elements of the Plan.  Precedent
establishes that one Future Representative, no matter how able,
is inadequate to represent all the "demands" created by the Plan,
therefore, an injunction will not bind the holders of these
"demands".

Mr. Sudell also observes that the Plan does not comply with
Section 524(g) of the Bankruptcy Code because of these structural
problems:

   (1) The PI Trust will value and pay liquated asbestos "claims"
       differently than unliquidated asbestos "claims";

   (2) There is no assurance of continuity and permanence of the
       PI Trust's mechanisms;

   (3) There is "unlawful unfettered discretion: standardless,
       unlimited and secret valuations"; and

   (4) Unprecedented and unjustified claims payment ratio
       channels funding away from the most deserving claimants
       and perpetuates the failures of the tort system and other
       asbestos trusts.

Mr. Sudell also notes that the discussion of "scheduled values"
of various asbestos claims omits material information needed to
evaluate the numbers.  Critical information about the Senior
Notes is also omitted.  There is inadequate discussion of the
possible effects on creditors of the Hatch legislation pending in
Congress.  While the Plan contains various releases of Owens
Corning Insiders and Owens Corning's claims against them, the
Disclosure Statement gives inadequate information about the
claims released and whether the releases are valid to begin with.

Moreover, the Disclosure Statement fails to explain:

   (1) why the Asbestos Trust get stock registration rights but
       other constituencies do not;

   (2) why reorganized Owens Corning is waiving Delaware
       takeover protection; and

   (3) whether the board of directors of the reorganized company
       will comply with the Sarbanes-Oxley Statute. (Owens Corning
       Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


OWENS-BROCKWAY: Completes Exchange Offer for 8-1/4% Senior Notes
----------------------------------------------------------------
Owens-Brockway Glass Container Inc. (S&P, BB Corporate Credit
Rating), an indirect wholly owned subsidiary of Owens-Illinois,
Inc. (NYSE: OI), has completed its offer to exchange any and all
of its outstanding 8-1/4% Senior Notes due 2013 for 8-1/4% Senior
Notes due 2013 that have been registered under the Securities Act
of 1933, as amended.

All of the $450,000,000 aggregate principal amount of the Old
Notes were tendered and received prior to expiration of the
Exchange Offer at 5:00 p.m., New York City time, on Sept. 10,
2003.

The Exchange Offer was made solely by the prospectus dated Aug. 7,
2003.


PACIFIC LUMBER: Cash Flow & Legal Concerns Prompt Rating Cuts
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Scotia, California-based lumber producer Pacific Lumber
Co. to 'B-' from 'B'.

The current outlook is negative.

"The downgrade was prompted by Pacific Lumber's continued
standalone negative earnings and operating cash flow, as well as
concerns regarding the ongoing legal challenges facing its primary
log supplier and wholly owned subsidiary, Scotia Pacific Co. LLC
regarding its ability to harvest sufficient timber volumes needed
to service its debt over the intermediate term," said Standard &
Poor's credit analyst Cynthia Werneth. Pacific Lumber is an
indirect subsidiary of unrated MAXXAM Inc.

Standard & Poor's lowered its ratings on all classes of Scotia
Pacific's timber collateralized notes on Aug. 12, 2003, and those
ratings remain on CreditWatch with negative implications,
according to the analyst. She added, "The lowered ratings on
Scotia Pacific reflect the negative impact that depressed timber
prices, lower-than-expected harvest levels, and higher-than-
expected capital and operating expenses have had on the cash flow
the company has available to service its debt."

Standard & Poor's said that its ratings on Pacific Lumber reflect
the company's modest-sized operations, narrow product mix,
industry cyclicality, and its reliance for logs on Scotia Pacific.


PARK PLACE ENTERTAINMENT: Corp. Credit Rating Slides Down to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Park
Place Entertainment Corp., including its corporate credit rating
to 'BB+' from 'BBB-'.

At the same time, the ratings were removed from CreditWatch where
they were placed on Aug. 5, 2003. Las Vegas, Nevada-based Park
Place is a casino operator. The outlook is stable. Total debt
outstanding at June 30, 2003, was approximately $4.7 billion.

"The rating actions follow the company's announcement that it
plans on proceeding with an approximately $376 million expansion
project at its Caesars Las Vegas property at such a time when
credit measures have not improved to levels more consistent with
the previous ratings, despite the company's efforts during the
past few quarters to reduce overall debt balances," said Standard
& Poor's credit analyst Michael Scerbo. To this end, the company
has repaid approximately $170 million in debt through
June 30, 2003, while refraining from share repurchases. Standard &
Poor's had expected Park Place's debt leverage, as measured by
total debt to EBITDA, to improve to much closer to 4x by the end
of 2003 compared to 4.5x at Dec. 31, 2002. However, the lower-
than-expected EBITDA during the first six months of 2003, in
addition to newly announced capital spending plans, will likely
extend the timing for reducing debt leverage beyond Standard &
Poor's previous expectations, despite the likelihood for improved
operating performance in the gaming sector during the next
several quarters.

The ratings for Park Place reflect its diversified asset and cash
flow base, which includes a few well-known and recognizable brand
names. These factors are offset by a portfolio that includes
several older assets, some of which are not market leaders. The
ratings also consider that the combination of increased near-term
capital spending, and other potential growth opportunities, will
utilize a significant portion of free cash flow that would
otherwise be available for debt reduction.

While Standard & Poor's expects that the gaming environment in
2004 will improve from current levels, Park Place faces a number
of near-term challenges in some of its markets, specifically
Atlantic City and many riverboat jurisdictions. However,
sufficient debt capacity exists within the new rating to both
mitigate any weakness in operating performance and fund potential
growth opportunities, including the planned expansion at Caesars
Las Vegas.


PERRY ELLIS: S&P Assigns B- Rating to $150M Senior Sub. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
sportswear designer Perry Ellis International Inc.'s proposed $150
million senior subordinated notes due 2013. At the same time,
Standard & Poor's affirmed its 'B+' corporate credit and senior
secured debt ratings on Perry Ellis International Inc.

The outlook is stable.

Miami, Florida-based PEI had about $214 million of total debt at
July 31, 2003.

Proceeds from the sale of the proposed notes will be used to repay
about $99 million of its existing senior subordinated notes due
2006, as well as a portion of the company's outstanding borrowings
under its $110 million revolving credit facility. The rating on
the notes is based on preliminary terms and conditions and is
subject to review once final documentation is received.

"The ratings on PEI incorporate its narrow product portfolio,
relatively high debt leverage, and aggressive acquisition
strategy," said Standard & Poor's credit analyst Lori Harris.
"These factors are partially mitigated by the company's diverse
portfolio of nationally recognized brand names, primarily in men's
apparel, and its channel diversity."

PEI is a designer and marketer of sportswear, golf wear, and other
casual wear. Most of the company's revenues are derived from men's
shirts, a relatively narrow category within the apparel industry.
However, men's apparel tends to be less fashion-sensitive,
somewhat offsetting this portfolio concentration. The company has
built a broad portfolio of owned and licensed brands through a
combination of acquisitions and internal development. Nationally
recognized brand names include Perry Ellis, Crossings, John Henry,
and Ping, among others. Multiple brands at different price points
allow the company to access a broad array of retail distribution
channels, including department stores, chain stores, mass
merchandisers, and specialty shops. In addition, PEI licenses its
own brands to expand into other product categories, thereby
enhancing its brand visibility in the marketplace.

PEI pursues an acquisition strategy in an effort to build the
business and expand its existing portfolio. In June 2003, the
company acquired Salant Corporation, PEI's largest licensee of
Perry Ellis branded apparel with 2002 sales of about $250 million,
of which $170 million was from Perry Ellis products. Last year,
PEI acquired the Jantzen business from VF Corp., which consists of
women's swimwear and sportswear. While Jantzen was only a small
part of VF's overall sales, it is expected to be a significant
contributor at PEI.

PETROLEUM GEO-SERVICES: Court Approves Disclosure Statement
-----------------------------------------------------------
Petroleum Geo-Services ASA (debtor in possession) (OSE:PGS) (Pink
Sheets:PGOGY) announced that its ongoing restructuring efforts are
progressing as planned. As previously announced, the Company
voluntarily filed a petition for protection under Chapter 11 of
the United States Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York on July 29, 2003. In a hearing
in the US Court the proposed Disclosure Statement for the
Company's First Amended Plan of Reorganization was approved in the
form submitted and an order confirming court approval of the
Disclosure Statement is expected to be entered shortly.

As previously announced, the Disclosure Statement includes, among
other things, background information regarding the Company and the
circumstances giving rise to its Chapter 11 filing, a description
of the terms and conditions of the Plan (including the treatment
proposed for holders of claims and interests) and relevant
valuation analyses and financial projections which are updated
from the analyses and projections previously disclosed on
June 18, 2003. PGS intends to make available copies of the co
documents on its Web site at http://www.pgs.com

The Company anticipates the following timetable for completion of
the restructuring:

September 15 Distribution of disclosure material to creditors and
shareholders, including Disclosure Statement, the First Amended
Plan of Reorganization for the Company, a calling notice for the
extraordinary shareholder meeting to be held in October and a
prospectus as required by Norwegian law

October 14, 2003 Creditor voting deadline

October 16, 2003 Extraordinary General Meeting of PGS ASA for
shareholder approval of restructuring

October 21, 2003 Confirmation Hearing at the US Court

October 22 to November 5, 2003 Offer Period for the offering of
new PSG shares for purchase by existing PGS shareholders

November 5, 2003 Anticipated date for consummation of the Plan of
Reorganization

November 6, 2003 Anticipated date of registration of the New
Shares to Existing Shareholders pursuant to the Plan of
Reorganization on subscribing shareholders' accounts at the VPS

The Company believes that the offering of shares for purchase by
its existing shareholders will qualify for an exemption from
registration under the Securities Act pursuant to section 1145 of
the United States Bankruptcy Code. If approval has not been
obtained under section 1145, the offering will have to be made on
a registered basis, implying that the Offer Period (both start
date and end date) and the settlement of the Offering will be
delayed.

The board of PGS has approved the calling of the EGM to be held on
16 October and the Norwegian prospectus that will be distributed
to shareholders with the calling notice.

PGS is pleased with the reception the proposed restructuring has
had, and encourages all stakeholders to support the process which
is intended to maximize recovery to stakeholders of the Company.
PGS believes the proposed restructuring will provide it with a
solid capital structure to support the Company's future business
development. As previously announced, the proposed restructuring
involves a reduction of the PGS Group's total debt to a
sustainable level, from approximately US$2.5 billion to
approximately US$1.3 billion. This will be achieved through
conversion of the existing bank and bond debt into new debt and a
majority of PGS's post-restructuring equity.

The PGS Chapter 11 case affects the parent company (PGS ASA) level
only and does not involve the Company's operating subsidiaries,
which will continue full operations, leaving current and future
customers, lessors, vendors, employees and subsidiary creditors
unimpaired. None of the Company's subsidiaries are involved in the
Chapter 11 case.

The Company intends for the restructuring to be completed before
the year-end 2003 following creditor and shareholder approval in
accordance with the above timetable.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units (FPSO's). PGS
operates on a worldwide basis with headquarters in Oslo, Norway.
For more information on Petroleum Geo-Services visit
http://www.pgs.com


PG&E NATIONAL: USGen Wants to Reject 9 Gas Transportation Deals
---------------------------------------------------------------
On August 1, 1007, USGen acquired and operated the non-nuclear
generating business of New England Electric System.  Along with
the acquisition, USGen also assumed from NEES several gas
transportation agreements, which obligated USGen to pay certain
fixed costs related to the gas transportation services.

USGen has determined that the inherited Gas Transportation
Agreements are economically burdensome because of the above-
market costs.  Moreover, the agreements are not necessary for
continued operations because other transportation arrangements
can be entered into, at a lower cost.

Accordingly, USGen wants to reject these nine existing Gas
Transportation Agreements:

(1) TransCanada

    USGen is the successor-in-interest to New England Power
    Company under a Firm Service Contract for Firm Transportation
    Service with TransCanada Pipelines Limited dated
    January 6, 1999.  Under the agreement, USGen is obligated to
    pay a $1,350,000 fixed fee per month to TransCanada through
    October 31, 2006 in connection with the transportation of
    natural gas in the maximum daily quantity of 51,000
    dekatherms from Empress, Alberta to Waddington, New York.

(2) Iroquois

    (a) USGen is a successor-in-interest to NEP under a Gas
        Transportation Contract for Firm Reserved Service with
        Iroquois dated June 5, 1991.  Under the agreement, USGen
        is obligated to pay fixed fees to Iroquois through
        November 1, 2012 in connection with the transportation of
        a maximum daily quantity of 40,000 dekatherms of natural
        gas from Waddington, New York to Wright, New York; and

    (b) USGen is also a party to a Gas Transportation Contract
        for Firm Reserved Service with Iroquois dated
        March 31, 2003.  Under the Agreement, USGen is obligated
        to pay fixed fees to Iroquois through April 1, 2018 in
        connection with the transportation of a maximum daily
        quantity of 12,000 dekatherms of natural gas from
        Waddington, New York to South Commack, New York.

    The fixed fees imposed upon USGen under the Iroquois
    Contracts aggregate $460,000 per month.

(3) Tennessee

    USGen is a party in two Gas Transportation Agreements with
    Tennessee Gas Pipeline Company, each dated August 1, 2002,
    pursuant to which USGen is obligated to pay fixed fees to
    Tennessee through October 31, 2013 in connection with the
    transportation of natural gas in the maximum daily quantities
    of 7,000 and 53,000 dekatherms from Wright, New York to
    Mendon, Massachusetts.  The fixed fees imposed upon USGen
    under the agreements aggregates to $295,000 per month.

(4) ANR

    USGen is a successor-in-interest to NEP under:

    (a) an FTS-1 Service Agreement with ANR Pipeline Company
        dated November 12, 1993.  Under the agreement, USGen is
        obligated to pay fixed fees to ANR through
        October 31, 2014 in connection with the transportation of
        natural gas in the maximum daily quantity of 42,000
        dekatherms from SW Headstation, Oklahoma to Monclova,
        Ohio; and

    (b) an FTS-1 Service Agreement with ANR dated
        February 27, 1997.  Under the agreement, USGen is
        obligated to pay fixed fees to ANR through
        October 31, 2014 in connection with the transportation of
        natural gas in the maximum daily quantity of 18,000
        dekatherms from SW Headstation, Oklahoma to Paulding,
        Ohio.  The fixed fees imposed upon USGen under the
        agreements aggregate $575,000 per month.

(5) Algonquin

    USGen is a party to:

    (a) a Service Agreement with Algonquin Gas Transmission
        Company dated May 1, 1999.  Under the agreement, USGen is
        obligated to pay fixed fees to Algonquin through
        January 22, 2015 in connection with the transportation of
        natural gas in the maximum daily quantity of 95,000
        dekatherms from Mendon, Massachusetts and Hanover, New
        Jersey to USGen's Manchester Street Station; and

    (b) a Service Agreement with Algonquin dated
        January 16, 2001, wherein USGen is obligated to pay fixed
        fees to Algonquin through December 15, 2011 in connection
        with the transportation of natural gas in the maximum
        daily quantity of 120,000 dekatherms from Dighton,
        Massachusetts to USGen's Brayton Point Station.

    The fixed fees imposed upon USGen under the agreements
    aggregate $1,100,000 per month.

John Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
states that upon review and analysis of USGen's various
obligations under the adverse Gas Transportation Agreements,
USGen has concluded that the elimination of the payment
obligations will alleviate significant economic burdens, as USGen
will avoid incurring unnecessary administrative costs. (PG&E
National Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PG&E NATIONAL: Seeks Court Approval of Proposed Name Change
-----------------------------------------------------------
PG&E National Energy Group, Inc. (PG&E NEG) plans to change its
name to National Energy & Gas Transmission, Inc., pending
authorization of the U.S. Bankruptcy Court for the District of
Maryland. The change reflects PG&E NEG's pending separation from
its parent, PG&E Corporation (NYSE: PCG).

The new name request is expected to be heard by the court in early
October with the change becoming effective immediately upon court
approval. While the name change will probably take effect next
month, the company will not become legally separated from PG&E
Corporation until PG&E NEG's Plan of Reorganization is effective.

The company's subsidiaries also will change their names
accordingly to delete references to PG&E. This includes PG&E Gas
Transmission, Northwest Corporation, which did not file for
Chapter 11 protection. It will become Gas Transmission Northwest
Corporation.

The company's other major subsidiary, USGen New England, Inc. will
not change its name. USGenNE filed Chapter 11 in July and its case
is being separately administered.

Headquartered in Bethesda, Md., the company has more than 7,300
megawatts of generation including a mix of natural gas, coal/oil,
hydroelectric, waste coal and wind power at numerous facilities
across the country. With more than 1,350 miles of gas pipelines,
the company's Pacific Northwest system has the ability to
transport 2.9 billion cubic feet of natural gas per day from cost-
competitive abundant supplies in Western Canada to markets in
California, Nevada and the Pacific Northwest. The company also
owns the 80-mile North Baja pipeline in Southern California, which
has capacity to ship 500 million cubic feet of natural gas from
U.S. producing regions to markets in Northern Mexico and Southern
California.


PILLOWTEX: Engages Services of Ordinary Course Professionals
------------------------------------------------------------
Pursuant to Sections 105(a), 327, and 328 of the Bankruptcy Code,
the Pillowtex Corporation Debtors seek the Court's authority to:

   (a) employ ordinary course professionals without the need to
       file a separate formal employment application to the Court
       for each ordinary course professional; and

   (b) compensate the ordinary course professional for
       postpetition services rendered without the necessity for
       additional Court approval.

Michael R. Harmon, President and Chief Financial Officer of
Pillowtex, relates that the Ordinary Course Professionals consist
of various attorneys, consultants, and other professionals whose
nature of work is indirectly related to the Debtors' businesses.
These professionals will not be involved in the administration of
the Chapter 11 cases but will provide services in connection the
Debtors' ongoing administrative functions.

The Debtors believe that the Ordinary Course Professionals are
not "professionals" within the meaning of Section 327 of the
Bankruptcy Code whose retention must be approved by the Court.
However, out of abundance of caution, the Debtors seek the
Court's authority to avoid further controversy regarding the
employment and payment of the Ordinary Course Professionals
during the pendency of these Chapter 11 cases.

The Debtors propose to pay each of the Ordinary Course
Professional 100% of its fees and disbursements, upon submission
to, and approval by, the Debtors of an invoice setting forth in
reasonable detail the nature of postpetition services rendered
and the disbursements actually incurred; provided that, if any
Ordinary Course Professional's fees and disbursements exceed an
average of $35,000 per month over a four-month period, the
payment to the professional will be subject to the Court's
approval.

The Debtors recognize the importance of providing information
regarding each Ordinary Course Professional, who is an attorney,
to the Court and the United State Trustee.  Thus, the Debtors
propose that each Ordinary Course Professional who is an attorney
be required to file with the Court and serve on the United States
Trustee, counsel for any statutory committee appointed in these
cases, counsel for the agent of the revolving loan and term loan
lenders, counsel for the agent of the postpetition lenders and
the Debtors' counsel -- the Noticed Parties, an Affidavit of
Proposed Professional and Disclosure Statement.

The Debtors also propose that the Noticed Parties have 20 days
from the date of service of an Ordinary Course Professional's
Affidavit to object to the retention of the Professionals.  Any
objections will be served on the Ordinary Course Professional and
the Noticed Parties on or before the Objection Deadline.  If
objections cannot be resolved within 20 days of service, the
matter would be scheduled for hearing before the Court at the
next regularly scheduled omnibus hearing or at other date agreed
upon by the applicable Ordinary Course Professional and the
objecting party.  Employment, retention and compensation of the
Ordinary Course Professional would be deemed approved without
further Court objection, if no objection is submitted on or
before the Objection Deadline, or if any timely objection
submitted is resolved.

The Debtors also seek the Court's authority to employ additional
Ordinary Course Professionals, as necessary without the need to
file individual retention applications and without the need for
any further hearing or notice to any other party, by filing to
the Court a supplement to the Professionals List.  The Debtors
also propose that timing requirements for Additional Ordinary
Course Professionals who are attorneys to file and serve an
Affidavit of Proposed Professional and Disclosure Statement run
from the date of the Debtors' filing of the Supplement.

Finally, the Debtors propose that approximately every 120 days or
at other period as the Court will order, the Debtors will file a
statement with the Court and serve the statement on the Noticed
Parties.  The statement will include:

   (a) the name of the Ordinary Course Professional;

   (b) the aggregate amounts paid as compensation for services
       rendered and reimbursement of expenses incurred during the
       120-day period; and

   (c) the general description of the services rendered.

Although the Ordinary Course Professionals have indicated
willingness to provide services on an ongoing basis, many might
be unwilling to do so if they can be paid only through a
cumbersome, formal application process, Mr. Harmon relates.
Furthermore, if the expertise and background knowledge of these
professionals were lost, the estates would incur substantial and
unnecessary expenses because the Debtors would be forced to
retain other professionals without their background and
expertise.

The Debtors believe that although some of these Professionals may
hold unsecured claims on account of prepetition services
rendered, none of them have an interest materially adverse to the
Debtors, their estates, their creditors or other parties-in-
interest. (Pillowtex Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PMA CAPITAL CORP: Senior Debt Gets Fitch's BB+ Rating
-----------------------------------------------------
Fitch Ratings has assigned insurer financial strength ratings of
'BBB+' to the primary insurance and reinsurance underwriting
subsidiaries of PMA Capital Corp. including lead reinsurance
underwriter PMA Capital Insurance Company, as well as primary
insurance underwriters Pennsylvania Manufacturers Association
Insurance Co., Pennsylvania Manufacturers Indemnity Co. and
Manufacturers Alliance Ins. Co. Additionally, Fitch has assigned a
'BB+' senior debt rating to PMA Capital Corp. The Rating Outlook
on all ratings is Stable.

The ratings reflect a solid position in an improving reinsurance
and workers' compensation marketplace, adequate capitalization and
financial flexibility, and improving operating results. Ratings
also reflect recent disappointing operating performance, adverse
reserve development, and a heavy use of reinsurance.

PMA Capital Corp. significantly improved its capital base and its
financial flexibility through the issuance of $32.5 million in
privately placed trust preferred securities in May 2003 and $57.5
million in senior notes issued in June 2003. The proceeds from
these issuances were used to pay off PMA Capital Corp.'s
relatively restrictive credit facility as well as bolster the
capital position of the group's operating subsidiaries. Additional
financing can be accessed through a universal shelf registration
which PMA Capital Corp. filed for in 2002 that has $106.3 million
available for issuance. Fitch believes that the organization's
capital base and financial flexibility are sufficient to support
the current or higher ratings.

Recent operating performance has improved both at the primary
insurance subsidiaries as well as at PMA Capital as evidenced by
an improvement in the combined ratio through the first half of
2003. Through the first six months of 2003, the combined ratio at
the primary insurance subsidiaries further improved to 101.6%. The
primary insurance subsidiaries posted a combined ratio of 103.2%
in 2002 versus 105.5% in 2001. Similar experience has been seen at
the reinsurance subsidiary. PMA Capital recorded combined ratios
of 106.4% and 114.2% in 2002 and 2001, respectively. Through the
first six months of 2003, the combined ratio at PMA Capital
declined further to 98.5%.

PMA Capital Corp is an insurance holding company focused on
specialty insurance markets. Through their operating subsidiaries,
PMA Capital Corp. is a leading provider of property and casualty
reinsurance and a regionally focused provider of commercial
property and casualty insurance. The primary insurance business
has been in operation since 1915 and the reinsurance operations
began writing business in 1969. At June 30, 2003, PMA Capital
Corp. had total assets of approximately $4.5 billion and
shareholders' equity of approximately $618 million.

                PMA Capital Insurance Company

        -- Insurer financial strength Assign 'BBB+'/Stable.

                Manufacturers Alliance Insurance Co.

        -- Insurer financial strength Assign 'BBB+'/Stable.

                Pennsylvania Mfrs. Association Insurance Co.

        -- Insurer financial strength Assign 'BBB+'/Stable.

                Pennsylvania Manufacturers Indemnity Co.

        -- Insurer financial strength Assign 'BBB+'/Stable.

                PMA Capital Corp.

        -- Senior Debt Assign 'BB+'/Stable.


POLAROID: Files Amended Plan & Disclosure Statement in Delaware
---------------------------------------------------------------
The Polaroid Debtors and the Official Committee of Unsecured
Creditors delivered to the Court their Third Amended Joint Plan of
Reorganization on September 11, 2003.  The Third Amended Plan
includes these modifications:

A. Treatment of Claims and Interests Under the Plan

   The Third Amended Plan classifies five Classes of Claims.  The
   Class for Convenience Claims is deleted.  Class 3 General
   Unsecured Claims now has an estimated percentage recovery of
   14% to 18%.  Class 4 is reclassified as the Intercompany
   Claims while Class 5 is reclassified as the Polaroid Interests
   and Subordinated Claims.

B. Confirmation Hearing

   Pursuant to Section 1128 of the Bankruptcy Code and Rule
   3017(c) of the Federal Rules of Bankruptcy Procedure, the
   Confirmation Hearing will begin on November 14, 2003 at
   10:00 a.m., prevailing Eastern Time, before Honorable Peter
   J. Walsh.

C. Injunction

   Except as otherwise provided in the Plan, the Confirmation
   Order will provide that from and after the Confirmation Date,
   all Persons who have held, hold or may hold Claims against or
   Interests in the Debtors are preliminary and permanently
   enjoined from taking any of these actions against the Estate,
   the Debtors, Reorganized Polaroid, the Plan Administrator, the
   DIP Agent, the DIP Lenders, the Indenture Trustee, the
   Prepetition Agent, the Prepetition Lenders, the Creditors'
   Committee or the members, the Plan Committee or the members or
   any of their property on account of the Claims or Interests:

      (a) commencing or continuing, in any manner or in any
          place, any action or other proceeding;

      (b) enforcing attaching, collecting or recovering in any
          manner any judgment, award, decree or order;

      (c) creating, perfecting or enforcing any lien or
          encumbrance;

      (d) asserting a set-off, right of subrogation or recoupment
          of any kind against any debt, liability or obligation
          due to the Debtors; and

      (e) commencing or continuing in any manner or in any place,
          any action that does not comply with or is inconsistent
          with the provisions of the Plan

   However, nothing will preclude creditors from exercising their
   rights pursuant to and consistent with the terms of the Plan,
   and the preliminary injunction of actions against the Debtors,
   Reorganized Polaroid, the Plan Administrator, the Creditors'
   committee and its members and the Plan Committee and its
   members and their property will be dissolved and terminate one
   day after the termination of the Plan Administration Agreement
   in accordance with the terms.

   By accepting distributions pursuant to the Plan, each Holder
   of an Allowed Claim receiving distributions pursuant to the
   Plan will be deemed to have specifically consented to the
   injunctions set forth in the Plan.

D. Terms of Bankruptcy Injunction or Stays

   All injunctions or stays provided for in these Chapter 11
   Cases under Sections 105 or 362 of the Bankruptcy Code, or
   otherwise, and in existence on the Confirmation Date, will
   remain in full force and effect until all property of the
   Estates of Reorganized Polaroid and the other Debtors has been
   distributed and Reorganized Polaroid has been dissolved.

Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher
& Flom, in Wilmington, Delaware, relates that the Disclosure
Statement Hearing will be held at 10:00 a.m. prevailing Eastern
Time on October 8, 2003.  Any objections to the Disclosure
Statement must be filed on or before October 1, 2003. (Polaroid
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


POLYPHALT INC: Has Until October 27 to File Proposal Under BIA
--------------------------------------------------------------
Polyphalt Inc. announced that it has obtained a 45-day extension
of the time period to file its proposal to its creditors pursuant
to the Bankruptcy and Insolvency Act. This also extends the
Company's protection from its creditors in order to permit the
Company to continue its restructuring process. The extension will
provide the Company with protection from its creditors until
October 27, 2003 (subject to further extension with court
approval) while it considers its restructuring alternatives.

TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or the accuracy of this release.


PRIMEDIA INC: Elects Timothy Dattels to Board of Directors
----------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM), the leading targeted media company, has
expanded its Board of Directors to eleven members and elected
Timothy Dattels (45) as its newest Board member.

Mr. Dattels, who is currently a Senior Advisor to Newbridge
Capital, joins as an independent member of the Board of Directors
and a member of the company's Audit Committee.

Mr. Dattels has a strong understanding of strategy and finance
gained through more than 15 years of investment banking
experience.  Until his retirement earlier this year, Mr. Dattels
had been a Partner at Goldman Sachs (NYSE: GS) and served as the
Head of Goldman Sachs' Menlo Park office, the firm's global
technology hub. Prior to that, he was based in Hong Kong, serving
as Goldman Sachs' Head of Investment Banking in Asia, serving on
the firm's Management Committee in Asia and advising several of
Asia's leading entrepreneurs and governments.

"PRIMEDIA is focused on strengthening our company by simplifying
our operations and better executing our strategy as a targeted
media company," said Dean Nelson, Chairman of the Board of
Directors for PRIMEDIA. "Tim will offer our Board his significant
experience, independent perspective and extensive relationships
which we believe will be of immediate benefit to our company. We
are pleased that he has decided to join us."

"Tim's extensive experience in developing and advising on strategy
for some of the world's leading technology and media-related
companies will enhance PRIMEDIA's position and help us further our
leadership in providing targeted content to business-to-business
and consumer audiences," said Charles McCurdy, Interim Chief
Executive Officer of PRIMEDIA.  "We look forward to working
closely with Tim in the months and years ahead." Mr. Dattels, who
currently resides in San Francisco, is a Director of Global China,
a Hong Kong based media enterprise. In addition, he is a Trustee
of the Asian Art Museum in San Francisco and the San Francisco
Ballet. He holds a BA from the University of Western Ontario and
an MBA from Harvard University.

PRIMEDIA (S&P, B Corporate Credit Rating, Stable) is the leading
targeted media company in the United States, with positions in
consumer and business-to-business markets. Our properties deliver
content via print as well as video, the Internet and live events
and offer highly effective advertising and marketing solutions in
some of the most sought after niche markets. With 2002 sales from
continuing businesses of $1.5 billion, PRIMEDIA is the #1 special
interest magazine publisher in the U.S. with more than 250 titles.
Our well known brands include Motor Trend, Automobile, New York,
Fly Fisherman, Power & Motoryacht, Creating Keepsakes, Ward's Auto
World, and Registered Rep. The company is also the #1 publisher
and distributor of free consumer guides, including Apartment
Guides. PRIMEDIA Television's leading brand is the Channel One
Network and About is one of the largest sources of original
content on the Internet. PRIMEDIA's stock symbol is: NYSE: PRM.


QUINTILES TRANSNATIONAL: S&P Rates $385-Mil. Bank Loans at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to pharmaceutical research and marketing firm Quintiles
Transnational Corp.'s proposed $310 million term loan B and $75
million revolving credit facility. The corporate credit rating
remains on CreditWatch with negative implications, where it was
placed April 11, 2003, following the company's agreement to be
sold to a group headed by its chairman and founder for about $1.7
billion. At the close of the transaction, expected Sept. 25.,
the corporate credit rating will be lowered to 'BB-'.

The bank loan is rated the same as the anticipated corporate
credit rating, reflecting only a marginal likelihood of full
recovery of principal in event of default or bankruptcy.

Standard & Poor's also assigned a 'B' subordinated debt rating to
Quintiles' proposed $450 million senior subordinated notes due
2013 subject to Rule 144a.

"The mid-speculative grade ratings on Research Triangle Park,
North Carolina-based Quintiles reflect the large financial burden
the company has assumed to fund its management-led leveraged
buyout, as well as customers' inconstant appetite for Quintiles'
services," said Standard & Poor's credit analyst David Lugg.
"However, the ratings also reflect the company's leading position
as a service provider to wealthy pharmaceutical companies."

Recognizing a preferred stock held by equity investors as a
potentially significant call on financial resources, the largely
debt-financed buyout weakens lease-adjusted credit measures
dramatically. With this preferred stock included as debt, total
debt to EBITDA will rise to more than 7.0x from 1.0x, and funds
from operations to total debt will fall to about 10% from 85%.
Accordingly, the credit profile is dominated by financial
concerns.

Quintiles' role as the leading provider of contract research and
sales services to mainly pharmaceutical customers remains
undiminished. However, a slowdown in research productivity has led
to slackening new product introductions, reducing demand for
contract sales services sharply, and slowed the growth of contract
research services. Contract renewal risk, inherent in Quintiles'
business model, is heightened given the company's strategic
relationship with Aventis S.A. (A+/positive/A-1), which accounts
for 11% of net service revenues.

Still, longer term prospects are promising. With an increasing
number of drug candidates in the middle stages of development, it
seems likely that demand for Quintiles' services will improve in
the next few years. Moreover, the company appears to be well
positioned to capitalize on changes in the Japanese marketplace.


RAYOVAC CORP: Proposes $300MM Senior Subordinated Note Offering
---------------------------------------------------------------
Rayovac Corporation (NYSE: ROV) intends to offer through a private
placement up to $300 million aggregate principal amount of new
Senior Subordinated Notes due 2013.

The expected net proceeds of the private placement will be used to
finance Rayovac's acquisition of Remington Products Company,
retire Remington's existing indebtedness and pay related fees and
expenses.

Rayovac previously announced that it has entered into an agreement
to purchase Remington for approximately $322 million, including
its assumption of debt. The offering will be conditioned upon the
closing of the Remington acquisition, as well as subject to market
and other conditions. Rayovac's obligations under the Senior
Subordinated Notes will be fully and unconditionally guaranteed on
a senior subordinated basis by all of its domestic subsidiaries.
The private placement is expected to close by early October 2003.

The Senior Subordinated Notes have not and will not be registered
under the 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 under the
Securities Act.

Rayovac expects to enter into an amendment to its senior credit
facilities, conditioned upon the sale of the Senior Subordinated
Notes. Among other things, the amendment will permit the
acquisition of Remington, the issuance of the Senior Subordinated
Notes and provide for an additional $50 million available
borrowings under the term loan portion of such facilities.

In connection with the acquisition of Remington, Rayovac also
announced today that it has commenced an offer to purchase for
cash all $180 million principal amount of 11% Series B and Series
D Senior Subordinated Notes due 2006 issued by Remington Products
Company, L.L.C. and Remington Capital Corp. Rayovac is also
soliciting consents from the holders of the notes to approve
certain amendments to the indentures under which the notes were
issued. The tender offer is contingent on, among other things, the
receipt of contents necessary to approve such amendments to the
indentures governing the notes, the closing of the acquisition of
Remington, the closing of the offering of the Senior Subordinated
Notes and the amendments to Rayovac's senior credit facilities.

The tender offer will expire at 5:00 p.m., New York City time, on
October 9, 2003, unless extended or earlier terminated. The total
consideration to be paid to holders that tender their notes and
deliver their consents prior to 5:00 p.m., New York City time, on
September 24, 2003 will be equal to $1,020.83 per $1,000 principal
amount of the notes, which includes a consent payment of $2.50 per
$1,000 principal amount. Holders that tender their notes after
5:00 p.m., New York City time, on September 24, 2003 and prior to
the expiration of the tender offer will receive $1,018.33 per
$1,000 principal amount of the notes. The consents being solicited
will eliminate substantially all of the covenants and certain
events of default in the indentures governing the notes. Promptly
after the acquisition of Remington Products is completed, Rayovac
intends to redeem all of the notes which are not tendered pursuant
to the tender offer.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and Consent Solicitation dated
September 11, 2003, and related documents. Copies of these
documents can be obtained by contacting D.F. King & Co., Inc., the
information agent for the tender offer and consent solicitation at
800-269-6427 (toll free) or 212-269-5550 (collect). Banc of
America Securities LLC is the exclusive dealer manager and
solicitation agent. Additional information concerning the terms
and conditions of the tender offer and consent solicitation may be
obtained by contacting Banc of America Securities LLC at 888-292-
0070 (toll free) or 704-388-4807 (collect).

With close to $1 billion in sales, Rayovac (S&P, BB- Corporate
Credit and Senior Secured Debt Ratings, Negative) has more than
doubled its revenues over the last six years and has evolved from
a predominantly North American company into a global organization
with approximately 60 percent of its sales generated from outside
the U.S.

In 1999, Rayovac acquired ROV Ltd., a Latin American battery
company that held the rights to the Rayovac name in Latin America
(except Brazil) and certain countries in the Middle East and
Africa. This acquisition consolidated Rayovac's rights to the
Rayovac brand around the world (except Brazil), gave the Company a
powerful market presence in Latin America and opened the doors to
new distribution.

In October 2002, Rayovac further expanded its global presence by
acquiring the worldwide consumer battery business of VARTA AG, a
German company with significant market positions throughout Europe
and in Latin America.

Today, Rayovac is one of the world's leading battery and lighting
device companies. The Company also markets the number one selling
rechargeable brand of battery in the U.S. and Europe and is the
world leader in hearing aid batteries. Rayovac trades on the New
York Stock Exchange under the ROV symbol.

Remington (S&P, B- Corporate Credit Rating and CCC Subordinated
Debt Rating, Positive) products are sold in more than 20,000
retail outlets in the United States. More than 70 percent of
Remington's sales are in North America. Remington's core North
American shaving and grooming products business has grown 18
percent per year from 1998 through 2002. Internationally,
Remington products are sold through a network of subsidiaries and
distributors in more than 85 countries.

The Remington product line includes electric rotary and foil dry
shavers for men and women, beard and moustache trimmers and
haircut kits. They also offer personal grooming products for men
and women and small electronic appliances such as hair dryers,
stylers, hot rollers and lighted mirrors. Remington branded
products are sold in the U.S. and internationally through mass
merchandisers, catalog showrooms, drug stores, department stores,
television direct to consumers, online retailing and through the
company's network of service stores.


RUSSELL CORP: S&P Changes Outlook on Low-B Ratings to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on apparel
manufacturer Russell Corp. to negative from stable. At the same
time, the company's 'BB+' corporate credit rating and its 'BB'
senior unsecured debt rating were affirmed.

The outlook revision follows Russell's recent downward revision of
its third quarter 2003 and full-year earnings expectations. The
expected decline in sales and profitability is due to a very
competitive pricing environment within Russell's Artwear and mass
retail channels, excess industry capacity within Artwear, as well
higher raw material costs, and the weak economy. Given that
Russell's cash flows are seasonally higher in the second half of
the year, Standard & Poor's is concerned that credit measures for
the full year will be below expectations. Moreover, barring an
improvement in current business conditions, Russell may find it
necessary to take additional restructuring charges, and it is
uncertain when credit measures will recover.

Total debt outstanding at July 6, 2003, was about $392 million.

"The ratings reflect Atlanta, Ga.-based Russell's participation in
the highly competitive and volatile apparel industry, which is
subject to changing consumer preferences and a consolidating
retailer base," said Standard & Poor's credit analyst Jean C.
Stout. "Somewhat mitigating these factors are the company's well-
known brand name, its strong market position, and its moderate
financial profile."

Russell Corp. is a manufacturer and marketer primarily of men's
active wear, including sweatshirts, sweatpants, sports uniforms,
and basic "blank" items for imprinting. In its core segments, the
company competes with larger and financially stronger players such
as NIKE Inc. and Sara Lee Corp.'s apparel division. Suppliers in
the apparel industry are facing increased pricing pressure as
retailers such as Wal-Mart Stores Inc. grow larger and gain
significant leverage over their vendors. Although apparel
companies are lowering costs by shifting production to areas such
as the Far East and Latin America, margin pressure is still
intense, particularly in non-branded goods. To compete
effectively, Russell must continually differentiate itself with
superior service, competitive pricing, and brand appeal to
maintain its relevance with retailers and consumers. However,
Standard & Poor's Ratings Services believes that there is little
fashion risk associated with Russell's overall product portfolio.

To offset some of the competitive business risks, Standard &
Poor's expects that the company's credit protection measures
should be above those for the rating median. Although credit
measures are expected to weaken for the full-year 2003, Russell's
credit protection measures to date have benefited from its
completed multiyear restructuring and reorganization program and
to a lesser extent from acquisitions of Spalding, Bike Athletic,
and Moving Comfort.


SAFETY-KLEEN: Asks Court to Clear American Home Settlement Pact
---------------------------------------------------------------
In mid-1997, ECDC Environmental LC successfully bid on, was
awarded, and entered into two contracts with the United States
Army Corps of Engineers, pursuant to which ECDC Environmental was
to perform certain environmental dredging and disposal services in
and around the waters of Newark Bay and Arthur Kill, New Jersey.
ECDC Environmental subsequently subcontracted certain aspects of
the Dredging Projects to The Dutra Group, a provider of dredging
and dredging-related services.

American Home Assurance Company executed payment and performance
bonds for and on behalf of ECDC Environmental in connection with
the Dredging Projects.

On March 16, 1999, Dutra, the subcontractor under the Dutra
Subcontracts, filed a complaint in the United States District
Court for the District of New Jersey captioned "The United States
of America For The Use And Benefit Of The Dutra Group, The Dutra
Group v. ECDC Environmental, L.C., SK Services (East), L.C., and
American Home Assurance Company."  In the Dutra Litigation, Dutra
seeks to recover approximately $3.7 million from ECDC
Environmental and/or SK Services for damages Dutra allegedly
incurred in connection with its work pursuant to the Dutra
Subcontracts.

On February 20, 2001, ECDC Environmental filed an Answer,
Counterclaims, Cross-Claims and Third-Party Complaint asserting
various cross-claims and third-party claims against, among others,
the SK Entities.  Shortly thereafter, on March 23, 2001, ECDC
Environmental sought relief from the automatic stay to pursue its
third-party claims against the SK Entities.

As a result of the Lift Stay Motion, ECDC Environmental and the
Debtors entered into an agreement dated April 30, 2001, under
which the SK Entities agreed to defend and hold ECDC Environmental
harmless for any claims arising out of the Dutra Litigation.
Pursuant to the ECDC Settlement Agreement, any amounts owing to or
for the account of ECDC Environmental as a consequence of the
Dutra Litigation would be treated as administrative expense claims
in the SK Entities' Chapter 11 cases. The Court approved the
settlement by an order dated May 16, 2001.

             Resolution of American Home's Claims

As a consequence of the Dutra Litigation, American Home incurred
and paid certain costs, including attorneys' fees, in conjunction
with its defense of the Dutra Litigation subsequent to the
Petition Date, amounting to $150,000.  American Home will continue
to incur costs in connection with the Dutra Litigation.

American Home has asserted cross-claims against ECDC Environmental
for indemnification, including for attorneys' fees, in the Dutra
Litigation pursuant to agreement and common law.  ECDC
Environmental previously disputed its liability to American Home,
both under the contractual and common law theories.  ECDC
Environmental has since decided not contest its potential
liability to American Home.  The settlement is premised on ECDC
Environmental's conclusion of the liabilities and the risks it
faces in continuing to litigate with American Home.

As part of the settlement, ECDC Environmental will no longer
contest its liability to American Home and has agreed to indemnify
American Home with regard to any liability under the Dutra
Litigation.  The Debtors believe that any liability of ECDC
Environmental to American Home will ultimately be an
administrative expense liability of the SK Entities by virtue of
the ECDC Settlement Agreement, whereby the SK Entities previously
agreed to treat certain liabilities of ECDC Environmental in
connection with the Dutra Litigation as administrative expenses in
the Chapter 11 cases.

                  The Settlement Agreement

By this motion, the Safety-Kleen Debtors ask Judge Walsh to
approve the settlement and release between Safety-Kleen
Corporation and SK Services (East) LC, Reorganized Debtors, on the
one hand, and the American International Group of Companies,
comprised of AIG Insurance Company, American Fidelity Company,
Granite State Insurance Company, Illinois National Insurance
Company, The Insurance Company of the State of Pennsylvania,
National Union Fire Insurance Company of Pittsburgh, Pa., New
Hampshire Insurance Company, and American Home Assurance Company,
and ECDC Environmental LC, on the other hand.

The salient terms and conditions of the Settlement Agreement are:

       (a) Indemnification.  ECDC Environmental will assume the
           defense of American Home in the Dutra Litigation and
           will hold American Home harmless and indemnify
           American Home from any award or judgment entered in
           favor of the Dutra; provided, however, that American
           Home will continue to actively and progressively
           participate in the Dutra Litigation with regard to
           the pending motions of American Home for summary
           judgment in that suit;

       (b) Administrative Expense Claim.  American Home agrees
           that the sole liability of ECDC Environmental
           and the SK Entities for past or future costs
           incurred by American Home with regard to the Dutra
           Litigation will be $50,000.  American Home releases
           any claim for counsel fees or defense costs beyond
           $50,000 which it may have against ECDC Environmental
           or the SK Entities.  The Administrative Claim will be
           paid by the SK Entities in accordance with the
           provisions of the Plan.  ECDC Environmental and the
           SK Entities are jointly and severally liable for the
           Administrative Claim;

       (c) Release.  Other than as provided in the Settlement
           Agreement, American Home agrees to release any and
           all claims of any kind or character relating to the
           Dredging Projects, the Bonds, the indemnity
           obligations or the Dutra Litigation that it has or
           may have against ECDC Environmental or the
           SK Entities.  The release provided in the Settlement
           Agreement will not effect the Settlement Agreement
           and Release between the same parties dated April 3,
           2003, pertaining to the claims of the Hudson County
           Improvement Authority and New Jersey Meadowlands
           Commission; and

       (d) Withdrawal of Bankruptcy Claims.  American Home will
           be deemed to have withdrawn all of its Proofs of
           Claim filed in these Chapter 11 cases.

Michael W. Yurkewicz, Esq., at Skadden Arps, in Wilmington,
Delaware, emphasizes that the terms and conditions of the
Settlement Agreement were reached only after arm's-length
negotiations between the Parties. The settlement merely confirms
the understanding among the parties that the SK Entities are
ultimately responsible to Dutra for any judgment in connection
with the Dutra Litigation -- if any liability is found to exist --
without the need for future litigation to apportion liability.

Furthermore, the Settlement Agreement resolves actual and
potential disputes and controversies that, if permitted to
continue, could involve time-consuming and expensive legal
proceedings for the Debtors as a result of having to satisfy
indemnification claims of ECDC Environmental.  Any liability or
costs incurred by ECDC Environmental in connection with the Dutra
Litigation already will be an administrative liability of the SK
Entities by virtue of the ECDC Settlement Agreement.  Therefore,
it is in the Debtors' best interests for ECDC Environmental and
American Home to resolve their litigation expeditiously as the
costs incurred in resolving such a dispute ultimately become
administrative costs of the SK Entities.(Safety-Kleen Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


SCHUFF INT'L: S&P Affirms B- Corp. Credit Rating over New Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Schuff
International Inc., including its 'B-' corporate credit rating,
and removed them from CreditWatch, where they had been placed on
July 31, 2003. The outlook is negative.

At June 30, 2003, Phoenix, Arizona-based Schuff had approximately
$90 million in debt outstanding.

The rating affirmation follows the construction company's recent
8-k filing announcing that it has obtained a new, three-year bank
credit facility.

"The bank facility's $15 million borrowing capacity, along with $9
million of unrestricted cash (at June 30, 2003), should provide
Schuff with enough liquidity to meet its near-term needs," said
Standard & Poor's credit analyst Joel Levington.

Near-term liquidity concerns have been somewhat tempered by the
recent bank agreement, should business conditions in the
commercial and industrial construction markets that Schuff
competes in remain depressed for a protracted period, or should
surety requirements become more restrictive, the firm's ability to
meet its financial obligations in 2004 could be impaired further.


SK GLOBAL AMERICA: Signs-Up Bankruptcy Services as Claims Agent
---------------------------------------------------------------
SK Global America Inc. sought and obtained the Court's authority
to employ Bankruptcy Services, LLC, as the Court's noticing agent
and the Debtor's claims and balloting agent pursuant to the terms
and conditions of BSI's Standard Bankruptcy Services Agreement.

At the Debtor's or the Clerk's Office's request, BSI will:

   (a) relieve the clerk's office of all noticing under any
       applicable bankruptcy rule and processing of claims;

   (b) at any time, upon request, satisfy the Court that BSI has
       the capability to efficiently and effectively notice,
       docket and maintain the proofs of claim;

   (c) notify all creditors of the filing of the bankruptcy
       petition and of the setting of the first meeting of
       creditors, pursuant to 11 U.S.C. Section 341(a), under the
       proper provision of the Bankruptcy Code;

   (d) provide notice of a last date for the filing of a proof of
       claim and a form for filing a proof of claim to each
       creditor notified of the filing;

   (e) maintain an up-to-date copy of the Debtor's schedules
       which lists all creditors and amounts owed;

   (f) provide the creditor with the scheduled amount and
       classification of its claim;

   (g) file with the clerk a certificate of service within 10
       days, which includes a copy of the notice, a list of
       persons to whom it was mailed, and the date mailed;

   (h) microfilm, or by some similar electronic means, reproduce
       the first page of any proof of claim;

   (i) after reproducing, remove all proofs of claim from the
       office of the clerk to the outside claims agent;

   (j) maintain all proofs of claim filed;

   (k) maintain an official claims register by docketing all
       proofs of claim on a claims register;

   (l) maintain all original proofs of claim in correct claim
       number order, in an environmentally secure area and
       protect the integrity of these original documents from
       theft and alteration;

   (m) transmit to the clerk an official copy of the claims
       register on a weekly basis, unless authorized by the clerk
       on a different schedule;

   (n) maintain an up-to-date official mailing list for all
       entities, which will be available upon request of a party-
       in-interest or the clerk;

   (o) be open to the public for examination of the original
       proofs of claim, without charge, during regular business
       hours;

   (p) maintain a telephone staff to handle the inquiries as
       related to procedures in filing proofs of claim;

   (q) make any necessary changes to the claims register pursuant
       to Court order;

   (r) make all original documents available to the clerk on an
       expedited and immediate basis;

   (s) provide notices to any entities, not limited to creditors,
       that the Debtor or the Court deem necessary for an orderly
       administration of the bankruptcy case; and

   (t) at the close of the case, box and ship all original
       documents in proper format, as provided by the clerk's
       office, to the Federal Archives and Record Administration
       located at Central Plains Region, 200 Space Center Drive,
       Lee's Summit, MO 64064.

SK Global will pay all of BSI's customary fees and expenses:

                        As Claims Agent

            Set-Up Fee                 WAIVED

            Claims Docketing:

            Document Handling          WAIVED
            Document Storage           WIAVED

            Input Records:
            Tape/Diskette              $0.10/each
            Other Data Formats         $125/hour
            Input Filed Claims         $0.95/claim + hourly rates
            Database Maintenance
              and Claims Tracking      $250 + $0.10/creditor/month

                       As Balloting Agent

            Per check or Form 1099     $1.50/each
            Per record                 $0.25/each
            Special reports            $0.10/page
            Database Maintenance       WAIVED

                  For Mailing/Noticing Services

            First Page Print & Mail    $0.20/page
            Additional Pages           $0.10/page
            Single Page (Duplex)       $0.24/each
            Change of Address input    $0.46/each
            E-mail service             Priced by volume

            Reports                    $0.10/page
            Photocopies                $0.15/page
            Labels                     $0.05/each
            Fax                        $0.50/page
            Document Imaging           $0.40/image

                     Fees for Professional

             Kathy Gerber              $210 per hour
             Senior Consultants        $185 per hour
             Programmer                $130 - $160 per hour
             Associate                 $135 per hour
             Data Entry/Clerical        $40 - $60 per hour
             Schedule Preparation      $225 per hour
(SK Global Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SNYDER'S DRUG STORES: Files for Chapter 11 Protection in Ohio
-------------------------------------------------------------
Snyder's Drug Stores, Inc., will sell or close its Drug Emporium
subsidiary and recapitalize its Snyder's Drug Stores chain as a
strong and going concern.

The decisions are part of a voluntary reorganization proceeding
filed Friday before Judge William Bodah in US Bankruptcy Court for
the Northern District of Ohio in Youngstown, under Chapter 11 of
the U.S. Bankruptcy Code. The filing has the full support of
Snyder's major creditors and the company's largest supplier.

"The actions we are taking at Drug Emporium are difficult, but
necessary," said Gordon Barker, Snyder's Drug Stores President.
"Despite significant capital infusions and the best efforts of our
employees, Drug Emporium's performance has failed to improve since
we acquired it out of bankruptcy in September 2001."

"[Fri]day's filing recognizes that unfortunate fact and sets a
decisive course of action to exit the Drug Emporium business and
dedicate our full resources to the continued growth of the
Snyder's Drug Stores chain. Snyder's expects to emerge from the
restructuring process as a stronger and better- capitalized
company committed to growing our enterprise and building on our
reputation for customer service with personal attention and a
focus on pharmacist consultation."

Snyder's has arranged for financing from its principal lender to
help Snyder's fulfill obligations associated with operating its
business in the normal course, including payment to suppliers and
other business partners for goods and services provided after
today's filing.

Snyder's Drug Stores will remain fully staffed, stocked and open
during the restructuring process. Employees will continue to
receive their current wages and benefits, and suppliers will be
paid in full for all post-petition goods and services. For
customers it will be business as usual at independent Snyder's
retailers, which are not involved in the reorganization, and at
corporately-owned Snyder's Drug Stores. Snyder's said its
principal supplier has agreed to continue to supply the company
through the restructuring process, and that the two parties are in
the process of concluding long-term supply agreements to produce
benefits for Snyder's and its network of independent retailers.

"We are committed to raising the level of support we provide to
our independent retailers, and ensuring that we retain
constructive relationships with our suppliers going forward," said
Mr. Barker.

At Drug Emporium, employees and customers will be advised about
store sales and closings as they occur. Until such time, stores
will continue to operate, employees will continue to receive their
wages and benefits, and prescriptions will continue to be filled.

"We are disappointed that we were unable to bring Drug Emporium
back to financial health, but proud of the employment and service
we have brought to Drug Emporium's communities over the past two
years," said Mr. Barker.

The 77 corporately owned and operated Drug Emporium stores
affected by the reorganization plan are located in Pennsylvania,
New Jersey, New York, Michigan, Ohio, Missouri, Oklahoma, Kentucky
and Wisconsin. Not affected are several independently owned and
operated Drug Emporium stores in Texas and West Virginia.

Founded in 1928, Snyder's Drug Stores has 78 corporate and 53
independent retail outlets and enjoys a strong brand and community
awareness throughout the upper Midwest. Snyder's is the nation's
number three pharmacy chain for speed of service, customer
satisfaction and information. The ranking, in the October 2003
issue of Consumer Reports magazine, was based on responses from
32,000 pharmacy customers of 31 national and regional retail
chains.


SNYDER'S DRUG STORES: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Snyders Drug Stores, Inc.
          14525 Highway 7
             Minnetonka, Minnesota 55345

Bankruptcy Case No.: 03-44577

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        DE Of Northeastern Ohio, Inc.              03-44567
        Drug Emporium, Inc.                        03-44568
        DE Holding Company, Inc.                   03-44569
        Houston Venture, Inc.                      03-44570
        Emporium Venture, Inc.                     03-44571
        RJR Drug Distributors, Inc.                03-44572
        Drug Emporium Of Michigan, Inc.            03-44573
        DE Michigan Management Co., Inc.           03-44574
        Drug Emporium Of Maryland, Inc.            03-44575
        Drug Emporium Express, Inc.                03-44576
        Western Drug                               03-44578

Type of Business: Drugstore chain

Chapter 11 Petition Date: September 11, 2003

Court: Northern District of Ohio (Youngstown)

Judge: William T. Bodoh

Debtors' Counsel: Jordan A. Kroop, Esq.
                  Squire Sanders & Dempsey LLP
                  40 North Central
                  #2700
                  Phoenix, AZ 85004
                  Tel: 602-528-4000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

A. Snyders Drug and Western Drug's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Harvard Drug Group                                  $2,793,112
PO Boc 32532
Detroit, MI 48232-0532

United Hardware Distribut                           $1,206,264
5005 Nathan Lane
Minneapolis, MN 55442

Heil Brice Retail ADV                               $1,181,016
4 Corporate Plaza
Newport Beach, CA 92660

Forget Me Not ENA Cards                               $713,021
PO Box 640782
Pittsburgh, BA 15264-0782

Rita-Ann Distributors                                 $548,608
8410B kelso Drive
Baltimore, MD 21221

Tanning Research Labs                                 $450,642
Kentucky Division
PO Box 116342
Atlanta, GA 30368-6342

United Hardware IR Stores                             $434,181
5005 Nathan Lane
Minneapolis, MN 55442

Omega Construction Inc.                               $431,557
5421 Feltl Road
Suite #160
Eden Prairie, MN 55347

Redtagbiz Inc.                                        $351,120
4400 Baker Road
Minnetonka, MN 55343

Fritz Company                                         $343,845
1912 Hastings Avenue
Newport, MN 55055

Fujicolor Processing Inc.                             $338,880
Dept. CH 17066
Palatine, IL 60055-7066

Gannett Offset                                        $324,561
8775 Zachary Lane North
Maple Grove, MN 55369-4526

Mead Corporation                                      $358,208
2028 Collections Center Drive
Chicago, IL 60693

Minnesota Dept. of Revenue                            $261,741
Mail Station 6330
St. Paul, MN 55146-6330

Quality King Dist                                     $220,219

Division Sales Inc.                                   $218,790

Clorox Sales Company                                  $192,201

Forget Me Not                                         $194,589

Quickie Manufacturing Corporation                     $187,723

Steel City Products                                   $200,088

B. Drug Emporium and its debtor-subsidiaries' 20 Largest Unsecured
   Creditors:

Entity                                            Claim Amount
------                                            ------------
Harvard Drug group                                  $2,950,131
PO Box 32532
Detroit, MI 48232-0532

Forget Me Not EDS Cards                             $1,793,391
PO Box 640782
Pittsburgh, PA 15264-0782

Rita-Ann Distributors                               $1,295,030
84108 Kelso Drive
Baltimore, MD 21221

NYS Promptax - Sales Tax                              $708,248
Church Street Station
PO Box 1506
New York, NY 10008-1506

Damian Christopher                                    $562,524
PO Box 271430
Tampa, FL 33688-1430

Straders Garden Center                                $463,616
2623 Londpon Groveport Rd.
Grove City. PH 43123

Great Midwest News LLC                                $342,026
The News Group
2571 Saradan Drive
Jackson, MI 49202

Direct Fragrances Inc.                                $334,407
PO Box 18525
Newark, NJ 07191-8525

Accessory Network Group                               $150,834

Allen Bros Wholesale Dist.                            $110,796

Dart Distributing LLC                                 $187,733
33116 Treasury Center
Chicago, IL 60694

Forrester & VOS Company                               $200,616

L&W Plants Inc.                                       $113,976

Law The Florist Inc.                                  $113,207

M. Demaio Development                                 $101,368

Michigan Dept. of Treasury                            $117,066

Ohio Dept. of Taxation                                $139,490

PA Department of Taxation                             $117,630

TY Inc.                                               $106,738

US Postal Service/SOC                                 $187,804


SOLECTRON: Will Publish Q4 & Fiscal Year 2003 Results on Sept 25
----------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply-chain management services,
will announce its fourth quarter and fiscal year 2003 earnings
shortly after 1:01 p.m. PT/4:01 p.m. ET on Sept. 25, after the
market closes.

The news release and market-specific information about the
company's earnings will be posted by 1:15 p.m. PT/4:15 p.m. ET on
the company's Web site at http://www.solectron.com/investor

You are invited to listen to the company's regularly scheduled
conference call at 2 p.m. PT/5 p.m. ET, live on the Internet.


What:         Solectron Corporation Q4 and Fiscal Year 2003
              Earnings Webcast

When:         Thursday, Sept. 25 - 2 p.m. PT/5 p.m. ET

Web address:  http://www.solectron.com/investor

How:          Log on via the Web address above to access the
              Webcast. You may register for the call on this Web
              site anytime prior to Thursday, Sept. 25 -
              2 p.m. PT/5 p.m. ET.

Playback:     If you are unable to participate during the live
              Webcast, the call will be archived at
              http://www.solectron.com/investor

              A taped replay will also be available Sept. 25, two
              hours after the conclusion of the call, through Oct.
              2. To access the replay, call (800) 642-1687 from
              within the United States, or (706) 645-9291 from
              outside the United States, and specify password
              2495671.

Solectron (Fitch, BB- Corporate Credit Rating, Negative) --
http://www.solectron.com-- provides a full range of global
manufacturing and supply-chain management services to the world's
premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials
management, high-tech product manufacturing, and product warranty
and end-of-life support. The company is based in Milpitas, Calif.,
and had sales of $12.3 billion in fiscal 2002.


SOUTH STREET: S&P Takes Rating Actions on Various Note Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3L, A-3, A-4L, A-4A, and A-4C notes issued by South Street
CBO 2000-1 Ltd., a high-yield arbitrage CBO transaction managed by
Colonial Management Inc., and removed them from CreditWatch with
negative implications. Concurrently, the rating on the class A-2L
is affirmed and removed from CreditWatch. At the same time, the
rating on the class A-1L notes is affirmed.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes. These
factors include par erosion of the collateral pool securing the
rated notes, and a downward migration in the credit quality of the
assets within the pool.

The affirmed rating reflects the sufficient level of credit
enhancement currently available to support the class A-1L and
class A-2L notes.

As a result of asset defaults and credit risk sales at distressed
prices, the par value ratio for the transaction has deteriorated
since the class A-3L, A-3, A-4L, A-4A, A-4C, and B-2 notes were
lowered Jan. 31, 2003. The class A and class B
overcollateralization ratio tests remain out of compliance and the
senior class A overcollateralization ratio has migrated down to
its required minimum. As of the Aug. 18, 2003 monthly trustee
report, the senior class A overcollateralization ratio was 120.05%
(the minimum required is 120%), versus a ratio of 121.65% at the
January 2003 rating action. The class A overcollateralization
ratio was 100.63% (the minimum required is 110.00%), versus a
ratio of 102.26% in January 2003. The class B
overcollateralization ratio was 91.13% (the minimum required
is 103.00%), versus a ratio of 93.13% in January 2003.

The credit quality of the assets in the collateral pool has also
deteriorated since the last rating action. Currently, $18.72
million (or approximately 7% of the collateral pool) is defaulted.
In addition, $11.50 million (or approximately 5%) of the
performing assets in the collateral pool come from obligors with
Standard & Poor's ratings currently in the 'CCC' range.

In addition, Standard & Poor's notes that South Street CBO 2000-1
Ltd. triggered a technical event of default May 19, 2003, as per
section 5.1(e) of the indenture, by failing to maintain the class
B overcollateralization ratio at an amount at least equal to 90%
of the class B overcollateralization percentage.

Standard & Poor's has reviewed current cash flow runs generated
for South Street CBO 2000-1 Ltd. to determine the level of future
defaults the transaction can withstand under various stressed
default timing scenarios while still paying all of the rated
interest and principal due on the class A-3L, A-3, A-4L, A-4A, and
A-4C notes. After comparing the results of these cash flow runs
with the projected default performance of the current collateral
pool, Standard & Poor's has determined that the ratings previously
assigned to the class A-3L, A-3, A-4L, A-4A, and A-4C notes
were no longer consistent with the credit enhancement currently
available, resulting in the lowered ratings. Standard & Poor's
will continue to monitor the performance of the transaction to
ensure the ratings assigned to all the notes remains consistent
with the credit enhancement available.

      RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                 South Street CBO 2000-1 Ltd.

             Rating                    Balance ($ mil.)
Class   To           From              Orig.   Current
A-3L    BBB-         BBB+/Watch Neg    15.000   15.000
A-3     BBB-         BBB+/Watch Neg    30.000   30.000
A-4L    CCC-         CCC/Watch Neg     20.000   20.000
A-4A    CCC-         CCC/Watch Neg      8.000    8.000
A-4C    CCC-         CCC/Watch Neg     10.000   10.000

        RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

                 South Street CBO 2000-1 Ltd.

            Rating                   Balance ($ mil.)
Class   To           From            Orig.   Current
A-2L    AAA          AAA/Watch Neg   95.000   95.000

                         RATING AFFIRMED

                  South Street CBO 2000-1 Ltd.

                      Balance ($ mil.)
Class   Rating        Orig.   Current
A-1L    AAA           76.000   61.700

                     OTHER OUTSTANDING RATING

                  South Street CBO 2000-1 Ltd.

                      Balance ($ mil.)
Class   Rating        Orig.   Current
B-2     CC             4.915    4.770


SPECIAL METALS: Steelworkers Ratify New 5-Year Labor Agreement
--------------------------------------------------------------
Special Metals Corporation (SMCXQ.PK) announced that the United
Steelworkers of America Local No. 40 membership voted in favor of
a new five-year labor agreement for the Company's largest
manufacturing facility located in Huntington, West Virginia.

"I want to thank the men and women of Special Metals for
supporting the Company's efforts to emerge from bankruptcy,
particularly when this involves difficult but necessary cost
reduction measures that will result in personal sacrifice," said
Dennis L. Wanlass, Special Metals' Chief Operating and
Restructuring Officer. "In addition to our employees, the Company
appreciates the continued support of our customers, suppliers, and
lenders, as well as other parties that have been impacted by
Special Metals' reorganization process. We remain committed to
quickly moving through the final stages of the reorganization and
meeting our targeted goal of emerging from Chapter 11 in mid-
October 2003 as a viable, competitive entity."

The ratification of the new collective bargaining agreement for
the Huntington facility is one of the final significant steps the
Company needed to achieve to move forward with its plan of
reorganization. Previously, five of the six collective bargaining
agreements for the Company's U.S.-based manufacturing facilities
had been approved at various times during the month of August.

In light of the ratification vote, it will not be necessary for
the Company to invoke its right to reject the existing contract as
authorized by the Bankruptcy Court's ruling in the Company's 1113
motion.

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically demanding
industries and applications, including: aerospace, power
generation, chemical processing, and oil exploration. Through its
10 U.S. and European production facilities and a global
distribution network, Special Metals supplies over 5,000 customers
and every major world market for high-performance nickel-based
alloys.


SYSTECH RETAIL: Emerges from Creditor Protection in Canada
----------------------------------------------------------
Systech Retail Systems Corp., a leading provider of technology
solutions for the retail industry, announced that the Ontario
Superior Court of Justice sanctioned and approved the Company's
amended plan of compromise and arrangement under the Companies'
Creditors Arrangement Act on September 9, 2003.

The Company's consolidated amended plan of reorganization, as
modified, was previously confirmed on August 28, 2003 by the
United States Bankruptcy Court for the Eastern District of North
Carolina - Raleigh Division.

In accordance with the terms of the Plan, the Company has also
concluded its exit financing arrangements. Proceeds from the exit
financing totaling CDN$5.0 million are now available to the
Company providing it with additional resources to compete in the
marketplace. In connection with the exit financing, 69,630,123
warrants of Systech were issued to the lender.

All conditions precedent to the implementation of the Plan have
now been satisfied. The Plan is effective today and the Company
and its subsidiaries' have emerged successfully from Chapter 11
and CCAA protection.

"In just under eight months, Systech has successfully restructured
the Company's infrastructure and financial affairs. We are
appreciative of the support of our clients, employees and all
other stakeholders throughout this period," said Randy W. Harris,
President and Chief Operating Officer of the Company.

As required under the Plan, the Company will be issuing an
additional 1,908,329,606 common shares and 136,148,285 warrants to
the creditors and shareholders of the Company entitled thereto in
accordance with the terms and conditions of the Plan. Certificates
representing the common shares and warrants will be mailed to such
creditors and shareholders within the next few weeks. The Company
expects that the warrants of Systech will begin trading on the
Toronto Stock Exchange under the symbol "SYS.WT" next week.

Systech is the retail industry's premier independent developer and
integrator of retail technology, including software, systems and
services to supermarket, general retail and hospitality chains
throughout North America. Its open architecture solutions enable
e-commerce and other powerful new technology to be applied in the
retail environment. The Company's significant cross-platform
capability and considerable technical service force allow it to
address any in-store systems requirements regardless of project
size or scope. The common shares and warrants of Systech Retail
Systems Corp. are traded on the Toronto Stock Exchange under the
symbols "SYS" and "SYS.WT", respectively.


TECO ENERGY: Agrees to Sell 11 Million Shares of Common Stock
-------------------------------------------------------------
TECO Energy (NYSE: TE) has entered into an agreement for the sale
of 11 million shares of its common stock directly to funds managed
by Franklin Advisers, Inc. of San Mateo, California at a price of
$11.76 per share, based on a discount from the September 9, 2003
closing price.

Net proceeds from the sale are expected to be about $129 million
and will be used to repay short-term indebtedness and for general
corporate purposes.

The offering was made to the purchasers by means of a prospectus,
a copy of which may be obtained from the Company.  An electronic
copy of the prospectus will be available from the Securities and
Exchange Commission's web site at http://www.sec.gov

TECO Energy -- http://www.tecoenergy.com-- is a diversified,
energy-related holding company headquartered in Tampa.  Its
principal businesses are Tampa Electric, Peoples Gas, TECO Power
Services, TECO Transport, TECO Coal and TECO Solutions.

                         *   *   *

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

     TECO Energy, Inc.:

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

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

     TECO Finance (guaranteed by TECO)

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

         -- Commercial paper withdrawn.

     Tampa Electric Company:

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

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

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

         -- Commercial paper unchanged at 'F2';

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

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


TELESYSTEM INT'L: Files Secondary Offering Prelim. Prospectus
-------------------------------------------------------------
Telesystem International Wireless Inc. announces that it has filed
a preliminary short form prospectus with the securities regulatory
authorities in Canada to qualify the sale of 12,960,128 Common
Shares of TIW owned by Capital Communications CDPQ Inc. ("CDPQ").
The Common Shares are being sold by CDPQ on a bought deal basis
pursuant to an underwriting agreement entered into among BMO
Nesbitt Burns Inc., TIW and CDPQ, at a price of CDN$ 6.40 per
share, representing aggregate gross proceeds to CDPQ of CDN$
82,944,819.  TIW will not receive any proceeds from the sale of
the Common Shares.

The Common Shares may not be sold nor may offers to buy be
accepted prior to the time the prospectus becomes final.  The
closing is expected to take place on or about September 25, 2003.

The Common Shares offered have not been 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.  This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
State in which such offer solicitation or sale would be unlawful.

TIW is a leading cellular operator in Central and Eastern Europe
with almost 4.2 million managed subscribers.  TIW is the market
leader in Romania through MobiFon S.A. and is active in the Czech
Republic through Cesky Mobil a.s.  The Company's shares are
listed on the Toronto Stock Exchange ("TIW") and NASDAQ ("TIWI").

                         *   *   *

As previously reported, Standard & Poor's Ratings Services raised
its long-term corporate credit rating on Montreal, Quebec-based
Telesystem International Wireless Inc. to 'B-' from 'CCC+'. The
rating has been removed from CreditWatch, where it was placed
June 18, 2003. The outlook is stable.


TESORO PETROLEUM: Will Repay $125 Million of Term Loan
------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) has given notification to
the administration agent that it is repaying the term loan portion
of its credit facility.

The amount of debt to be repaid is approximately $125 million and
will be completed within three business days.

"As a result of this debt repayment, we have substantially met our
$500 million debt reduction goal that was established after the
acquisition of the Golden Eagle refinery," said Bruce A. Smith,
Chairman, President and CEO of Tesoro. "Continued debt reduction
remains our top financial priority."

Tesoro Petroleum Corporation (S&P, BB- Corporate Credit Rating,
Stable), a Fortune 500 Company, is an independent refiner and
marketer of petroleum products and provider of marine logistics
services. Tesoro operates six refineries in the western United
States with a combined capacity of nearly 560,000 barrels per day.
Tesoro's retail marketing system includes approximately 575
branded retail stations, of which over 200 are company operated
under the Tesoro(R) and Mirastar(R) brands.


TRINITY IND.: Declares Quarterly Dividend Payable on October 31
---------------------------------------------------------------
Trinity Industries, Inc. (NYSE: TRN) declared a quarterly dividend
of 6 cents a share on its $1 par value common stock.  The
quarterly cash dividend, Trinity's 158th consecutive, is payable
October 31, 2003 to stockholders of record October 15, 2003.

Trinity Industries, Inc. (S&P/BB/Stable/), with headquarters in
Dallas, Texas, is one of the nation's leading diversified
industrial companies.  Trinity reports five principal business
segments: the Trinity Rail Group, Trinity Railcar Leasing and
Management Services Group, the Inland Barge Group, the
Construction Products Group and the Industrial Products Group.
Trinity's Web site may be accessed at http://www.trin.net


TYCO INT'L: Names Fruzsina Harsanyi as VP for Public Affairs
------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) announced
the appointment of Fruzsina M. Harsanyi as Vice President, Public
Affairs.  Dr. Harsanyi will report to Tim Flanigan, General
Counsel, Corporate and International Law, from Tyco's offices in
Washington D.C.  She joins Tyco from ABB Inc., where she served as
Senior Vice President, Public Affairs and Corporate
Communications.

Working closely with senior management and with Tyco divisions
around the world, Dr. Harsanyi will hold primary responsibility
for managing the Company's government affairs and advocacy
initiatives at the state, federal and international levels.  She
will also serve as a primary representative for Tyco on public
policy issues affecting the Company's businesses and interests
worldwide.

Tyco Chairman and Chief Executive Officer Ed Breen said: "Fruzsina
Harsanyi will play a crucial role in managing our governmental
relationships from the international to the local level, and I am
happy to welcome such a well-regarded and highly-experienced
leader in government affairs to the Tyco team."

Mr. Flanigan, General Counsel, Corporate and International Law,
said: "The appointment of Fruzsina Harsanyi is a substantial step
forward in our efforts to build a strong leadership team,
reinvigorate Tyco's reputation and establish a substantive and
respected presence in the Washington community.  I am delighted
she is joining Tyco and know she will add an important dimension
to our legislative and regulatory efforts."

Dr. Harsanyi said: "Representing Tyco's new leadership team and
its best-in-class, global operations at the government level is an
exciting opportunity, as is helping re-introduce the company to
the legislative and regulatory communities.  I look forward to
working with my new colleagues on this very promising chapter in
the company's history."

While serving at ABB (Asea Brown Boveri) Inc., Dr. Harsanyi
managed all aspects of U.S. government relations and corporate
communications for the $23 billion global technology company,
which is headquartered in Switzerland with 133,000 employees and
operations in 100 countries.  Having joined ABB in 1991, Harsanyi
was responsible for advocacy on key public policy issues and
complex, multi-million dollar international and commercial
projects.  A member of ABB's U.S. Management Committee and global
executive team, she also played a key role in establishing and
strengthening the ABB brand in North America.

Prior to joining ABB, Dr. Harsanyi was Vice President for
Government Affairs for Combustion Engineering, where she
established and built the company's international government
affairs function and was a key player in managing the transition
following ABB's acquisition of the company.  She has also been
Director of Government Relations at The Continental Group and
served as a Special Assistant in the Office of Legislation and
Intergovernmental Relations at the Department of Housing and Urban
Development. She holds a Ph.D. and M.A. in political science and a
B.A in international relations from American University.

Dr. Harsanyi currently serves on the Board of Directors of the
National Foreign Trade Council, the Public Affairs Council, the
Executive Council on Diplomacy, the Bryce Harlow Foundation, and
Meridian International.  She is also a member of the Women's
Forum, the Business-Government Relations Council, the Georgetown
University Landegger Program on International Diplomacy and the
Board of Trustees of Arena Stage.  Additionally, she is presently
a faculty member of the Corporate Public Affairs Institute in
Melbourne, Australia.

Tyco International Ltd. is a diversified manufacturing and service
company. Tyco is the world's largest manufacturer and servicer of
electrical and electronic components; the world's largest
designer, manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of
specialty valves. Tyco also holds strong leadership positions in
medical device products, and plastics and adhesives. Tyco operates
in more than 100 countries and had fiscal 2002 revenues from
continuing operations of approximately $36 billion.

                         *  *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


UNIFAB: Names Larry Verzwyvelt President, Universal Fabricators
---------------------------------------------------------------
UNIFAB International, Inc. (Nasdaq: UFAB) announced the
appointment of Larry Verzwyvelt as president of Universal
Fabricators, LLC, the Company's largest operating subsidiary.

Mr. Verzwyvelt will report to the Company's principal executive
officer, William A. Hines.  Universal Fabricators' previous
president, William A. Downey, will continue in service to the
Company in the role of executive vice president and as a director
and will concentrate his efforts on special projects, business
development and marketing for the Company's various operating
subsidiaries.

"The experience Larry has obtained in the last 25 years in the
fabrication industry makes him uniquely qualified to lead our
Company in meeting the challenges we currently face," said William
A. Hines, Chairman and principal executive officer of Unifab
International, Inc.  "Larry is well known in the industry and will
build strength and confidence in our business operations. He is
excellent with business systems, is knowledgeable in all aspects
of our business and relates well to the workforce.  He was in
charge of one of the largest fabrication operations on the Gulf
Coast and is perfectly suited to continue the development of
Universal Fabricators in the marketplace.  I look forward to
working with Larry and welcome him to our team.  Bill Downey has
done an excellent job at Universal Fabricators stabilizing the
business, improving the efficiency of the business processes and
reestablishing Unifab's name in the marketplace.  I am happy to
say that he will continue to assist the Company in its marketing
and strategic business development efforts as well as support
special projects in the future."

Prior to joining Universal Fabricators, Mr. Verzwyvelt was the
Operations Manager, Fabrication - North America, for J. Ray
McDermott, Inc., a position he held since 1999.  Before joining J.
Ray McDermott in 1995, Mr. Verzwyvelt was the Fabrication Division
Manager for OPI International, Inc., where he was responsible for
all domestic and international fabrication operations.  He also
held various operational and project management positions with
OPI, Gulf Marine Fabricators, Inc. and Service Marine Group, Inc.

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

                         *    *    *

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

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


UNITED AIRLINES: Suntrust Seeks Stay Lift to Access Trust Fund
--------------------------------------------------------------
On February 1, 2001, the City of Chicago issued $102,570,000
O'Hare International Airport Special Facility Revenue Bonds
Series 2001A-1.  The Bonds were issued to pay a portion of the
construction of certain airport improvements and related
facilities at O'Hare International Airport.

On the issuance date, Chicago deposited the proceeds in accounts
established by the Trustee, including a Capitalized Interest Fund
and a Construction Fund.  The Construction Fund is on deposit at
SunTrust Bank.  In the Project Certificate, United Airlines Inc.
certified that the Projects would be owned by Chicago and leased
to United.

SunTrust Bank, as successor indenture trustee, asks Judge Wedoff
for permission to disburse funds held in trust pursuant to a
Trust Agreement between the City of Chicago and Bank One Trust
Company.

David L. Dubrow, Esq., at Arent, Fox, Kintner, Plotkin & Kahn,
notes that a previous Court Order authorized SunTrust to disburse
monies in the Capitalized Interest Fund.  However, the amount of
money in the Fund was "significantly less" than the amount United
owed for its May 1, 2003 interest payment.

Mr. Dubrow explains that upon a bankruptcy filing, the Trustee is
entitled to declare the entire outstanding principal amount of
the Series 2001A-1 Bonds due and payable.  At the Petition Date,
the entire $102,570,000 principal amount was outstanding and the
balance in the Construction Fund was $29,796,401.  On
May 20, 2003, United sent a letter to the Trustee seeking to
withdraw $5,767,533 from the Construction Fund.  The Trustee
declined to honor this request. (United Airlines Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


VALEO: Class A-2 Rating Downgraded to Speculative Grade Level
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-2 notes issued by Valeo Investment Grade CDO II Ltd. to 'BB+'
from 'BBB-'. Concurrently, the rating is removed from CreditWatch,
where it was placed June 30, 2003. At the same time, the 'AAA'
rating on the class A-1 notes is affirmed based on a financial
guarantee insurance policy issued by Financial Security Assurance
Inc.

The lowered rating and CreditWatch removal reflects factors that
have negatively affected the credit enhancement available to
support the notes since the class A-2 notes were downgraded in
December 2002. These factors include continuing par erosion of the
collateral pool securing the rated notes and a negative migration
in the credit quality of the assets within the collateral pool.

Valeo Investment Grade CDO II has experienced defaults totaling
$25.68 million since the December 2002 rating action, and is
currently carrying $18.15 million of defaulted assets within its
collateral pool. As a result of these asset defaults, the
overcollateralization ratios for the transaction have suffered
since the last rating action. As of the most recently available
monthly trustee report (Aug. 22, 2003), the class A
overcollateralization ratio was 104.68%, compared to a ratio of
105.62% at the time of the December 2002 rating action, and an
effective date overcollateralization ratio of 108.45%. The minimum
class A overcollateralization ratio is 104.2%.

Standard & Poor's noted that Valeo Investment Grade CDO II would
experience an event of default if the class A
overcollateralization ratio falls below 103%. In the case of an
event of default, the controlling class will have the right to
declare the notes immediately due and payable and direct the
trustee to liquidate the collateral.

As a part of its analysis, Standard & Poor's reviewed the results
of recent cash flow model runs. These runs stressed various
parameters that are instrumental in the performance of this
transaction, and are used to determine its ability to withstand
various levels of default. When the stressed performance of the
transaction was compared to the projected default performance of
the current collateral pool, Standard & Poor's found that the
projected performance of the class A-2 notes was not consistent
with the prior ratings, given the current quality of the
collateral pool. Consequently, Standard & Poor's is lowering its
rating on these notes to the new level. Standard & Poor's will
continue to monitor the performance of the transaction to ensure
that the ratings assigned to the rated classes continue to reflect
the credit enhancement available to support the notes.

                RATING LOWERED AND OFF CREDITWATCH

                Valeo Investment Grade CDO II Ltd.

                    Rating
        Class    To         From                Balance ($ mil.)
        A-2      BB+        BBB-/Watch Neg                18.50

                         RATING AFFIRMED

                Valeo Investment Grade CDO II Ltd.

        Class     Rating             Balance ($ mil.)
        A-1       AAA                         441.82


VICWEST CORP: Magnatrax Creditors' Committee Withdraws Claim
------------------------------------------------------------
As previously announced, Vicwest Corporation and certain of its
Canadian subsidiaries obtained an order on May 12, 2003 to begin
Vicwest's restructuring under the Companies' Creditors Arrangement
Act.

Vicwest has been advised that the Official Committee of Unsecured
Creditors of Magnatrax Corp. et al. has agreed to withdraw the
claim that it had asserted in the CCAA proceedings of Vicwest.

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products.


VICWEST CORP: TSX Knocks-Off Senior Sub. Notes from Trading
-----------------------------------------------------------
The senior subordinated notes of Vicwest Corporation, which are
listed on the TSX Venture Exchange under the symbol MGT.DB, ceased
trading at the close of business on Sept. 11.

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products.

The Debtor and certain of its Canadian subsidiaries obtained an
order on May 12, 2003 to begin Vicwest's restructuring under the
Companies' Creditors Arrangement Act.

Vicwest's plan of compromise and reorganization pursuant to the
CCAA, which was approved by the Ontario Superior Court of Justice
on August 14, 2003, was implemented on September 12, 2003.


WEIRTON STEEL: Wants Excusive Filing Period Stretched to Dec. 15
----------------------------------------------------------------
In its efforts to emerge from its Chapter 11 proceeding as quickly
as possible, Weirton Steel Corporation is considering various
operating configurations and restructuring alternatives. On a
stand-alone basis, the Debtor must analyze the viability of
multiple operating configurations, including a two blast furnace
operation, a single blast furnace operation and a tin-only
operation. In addition, the Debtor is exploring sale or
strategic merger opportunities.

According to James H. Joseph, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, any stand-alone scenario will depend on
three factors:

   (a) the Debtor's ability to obtain a sufficient amount of exit
       financing, including, but not limited to, financing
       pursuant to the Byrd Bill;

   (b) the negotiation of a new collective bargaining agreement
       with the Independent Steelworkers' Union; and

   (3) the negotiation of modifications to the Debtor's retiree
       benefits.

With respect to any sale or merger, the Debtor's management and
professionals will continue to engage in discussions with
interested parties, ranging from responding to preliminary
information requests to facilitating detailed due diligence, and
negotiating the terms of any sale or merger.

The evaluation process will permit the Debtor to determine the
best means for restructuring its business.  Once a decision is
made, the Debtor must then finalize a plan of reorganization that
implements the most beneficial operating configuration, and
addresses the treatment of various creditor constituencies
including the Debtor's secured lenders, the Committee, the
Debtor's collective bargaining units and the Pension Benefit
Guaranty Corporation.

The Debtor recognizes that the development, negotiation, and
implementation of a Plan will require substantial time and
effort.

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan during the first 120 days
after the commencement of a Chapter 11 case.  If a debtor files a
plan during this exclusive filing period, Section 1121(c)(3)
grants the debtor an additional 60 days during which the debtor
may solicit acceptances of that plan, and no other party-in-
interest may file a competing plan.

Section 1121(d) provides that the Court may extend the exclusive
periods for "cause:

   "On request of a party in interest . . . and after notice and
   a hearing, the court may for cause reduce or increase the 120-
   day period or the 180-day period referred to in this section."

Accordingly, the Debtor asks the Court to:

   (a) enter a Bridge Order extending the Exclusive Filing Period
       through the hearing on its request and extending the
       Exclusive Solicitation Period by 60 days after the
       Hearing date; and

   (b) extend the:

       (1) Exclusive Filing Period through and including
           December 15, 2003; and

       (2) Exclusive Solicitation Period through and including
           February 13, 2004.

Mr. Joseph asserts that the requested extension is warranted on
these grounds:

A. Extension of the exclusive periods is justified by size and
   complexity of Weirton's case.

   The Debtor is the second largest private employer in the State
   of West Virginia and the sixth largest integrated domestic
   producer of steel products.  The Debtor had sales in excess of
   $1,000,000,000 in year 2002.  On the Petition Date, the Debtor
   employed over 3,500 individuals.  The Debtor has thousands of
   potential creditors and is a party to hundreds of executory
   contracts and unexpired leases.  The Debtor has more than
   10,000 retirees and dependents.

B. The Debtor's progress warrants an extension of the exclusive
   periods.

   The Debtor has made substantial progress in addressing certain
   of the major issues facing its estate as of the Petition Date,
   including the need for additional liquidity, stabilizing its
   workforce and preserving vital customer, vendor and service
   provider relationships.

   The Debtor's achievements in addressing key restructuring
   issues to date include:

      (a) negotiating, documenting and obtaining Court approval
          of the Postpetition Credit Agreement, which addressed
          the Debtor's liquidity requirements;

      (b) implementing the various forms of relief granted by the
          Court in "first-day orders" to minimize the disruption
          to its business operations resulting from its Chapter
          11 case;

      (c) filing of complete Bankruptcy Schedules and Statements
          of Financial Affairs and the filing of a Motion to
          Establish Claims Bar Date in order for the claims
          reconciliation process to begin;

      (d) establishing effective lines of communication with the
          Debtor's secured lenders, the Committee and other
          parties-in-interest;

      (e) modeling of various potential means of restructuring
          and business analysis;

      (f) implementing a key employee retention program and
          stabilizing the Debtor's senior management, including
          the selection and appointment of a new Chief Executive
          Officer; and

      (g) implementing a procedure to administer and resolve all
          reclamation claims filed against the Debtor.

C. The requested extension of the exclusive periods will not harm
   the Debtor's creditors or other parties-in-interest.

   In light of the size and complexity of the Debtor's Chapter 11
   case, neither the Debtor's creditors nor any other party-in-
   interest would likely be in a position to propose a Plan prior
   to December 15, 2003.  Thus, the requested extension will not
   result in a delay of the Plan process.  To the contrary, the
   requested extension of the Exclusive Periods will permit the
   Plan process to move forward in an orderly fashion. (Weirton
   Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


WESTERN WIRELESS: Files Amended Reports for Q1 and Q2 of 2003
-------------------------------------------------------------
Western Wireless Corporation (Nasdaq:WWCA), a leading provider of
wireless communications services to rural America, has filed
amended quarterly reports for the first and second quarters of
2003 on Forms 10-Q/A with the Securities and Exchange Commission.

Western Wireless filed the amendments in response to comments
received from the SEC regarding its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2003. The amended reports filed
today revise the disclosures pertaining to Western Wireless's
adoption of Statement of Financial Accounting Standards ("SFAS")
No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No.
143") and restate the financial statements to reflect such
revisions. The amended report for the first quarter also conforms
the disclosures regarding the non-GAAP financial measure "EBITDA"
to the disclosures regarding "Adjusted EBITDA", which Western
Wireless began using in connection with its quarterly report for
the second quarter of 2003.

SFAS No. 143 relates to the costs of closing facilities and
removing assets, and requires entities to record the fair value of
a legal liability for an asset retirement obligation in the period
it is incurred if a reasonable estimate of fair value can be made.
Western Wireless believed it could not estimate the fair value of
its asset retirement obligations based on specific facts and
circumstances with respect to the timing of the settlement of the
underlying leases and the probability of enforcement of any
contractual remediation obligations. As a result, the original
Forms 10-Q for the quarters ended March 31 and June 30, 2003, did
not record an asset retirement obligation.

Western Wireless has prepared an estimate and recorded an asset
retirement obligation and a non-cash cumulative change in
accounting principle in its financial statements (see tables
below). The effects of today's filings on the financial statements
do not change Adjusted EBITDA for the periods ended March 31,
2003, and June 30, 2003, nor do they impact Western Wireless's
financial position as of Dec. 31, 2002, or results of operations
for cash flows for the periods ended March 31, 2002, and June 30,
2002.

The Company's restated March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $508 million, while its
restated June 30, 2003 balance sheet shows a total shareholders'
equity deficit of about $465 million.

Western Wireless Corporation, located in Bellevue, Washington, was
formed in 1994 through the merger of previously unrelated rural
wireless companies. Following the merger, Western Wireless
continued to invest in rural cellular licenses, acquired six PCS
licenses in the original auction of PCS spectrum in 1995 through
its VoiceStream subsidiary, and made its first international
investment in 1996. Western Wireless went public later in 1996 and
completed the spin-off of VoiceStream in 1999. Western Wireless
now serves over 1.2 million subscribers in 19 western states under
the Cellular One(R) and Western Wireless(R) brand names. Through
its subsidiaries and operating joint ventures, Western Wireless is
licensed to offer service in eight foreign countries.


WORKFLOW MANAGEMENT: Look for First Quarter 2004 Results Today
--------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK), will be releasing its
fiscal 2004 first quarter earnings for the three months ended
July 31, 2003 today, in the evening.

A conference call to discuss the results will be held tomorrow,
September 16, 2003 at 11:00 a.m. EDT. Hosting the call will be
Gary W. Ampulski, Chief Executive Officer, and Michael L.
Schmickle, Chief Financial Officer. The conference call number is
(877) 375-2162. International callers should dial (973) 582-2737.

The call will be broadcast live over the Internet and can be
accessed at http://www.workflowmanagement.com

A replay of the conference call will be available approximately
one hour after the conclusion of the conference call. The replay
may be accessed by telephone by calling (877) 519-4471 for calls
originating within the United States or (973) 341-3080 for
international calls. The password is 4174794 and the replay will
be available through 5:00 p.m. EDT, on October 7, 2003.

Workflow Management, Inc. is a leading provider of end-to-end
print outsourcing solutions. Workflow services, from production of
logo-imprinted promotional items to multi-color annual reports,
have a reputation for reliability and innovation. Workflow's
complete set of solutions includes document design and production
consulting; full-service print manufacturing; warehousing and
fulfillment; and iGetSmart(TM) -- the industry's most
comprehensive e-procurement, management and logistics system.
Through custom combinations of these services, the Company
delivers substantial savings to its customers -- eliminating much
of the hidden cost in the print supply chain. By outsourcing
print-related business processes to Workflow, customers streamline
their operations and focus on their core business objectives. For
more information, go to http://www.workflowmanagement.com

                         *      *      *

                    Credit Facility Amendment

Workflow Management has entered into a definitive agreement with
its senior lenders that amends the Company's credit facility.
Under the terms of the amendment, the $50 million term loan
originally due on December 31, 2003 now matures on May 1, 2004.
The $16.8 million term loan and the approximately $100 million in
availability asset-based revolver, both of which were originally
due on June 30, 2005, now mature on August 1, 2004. In addition to
modifying the maturity dates of the Company's senior debt, the
credit facility amendment also provides the Company with improved
advance rates under the asset-based revolver on eligible accounts
receivable and inventory.

As previously announced, at April 30, 2003, the Company had
exceeded certain covenants in the credit facility that limited
capital expenditures and the incurrence of restructuring costs. As
part of the credit facility amendment, the Company's senior
lenders have waived these defaults. The amendment also modifies
the calculation of EBITDA for credit facility covenant purposes to
exclude the impact of the goodwill impairment and the results of
discontinued operations and amends certain financial covenants for
future periods in a manner consistent with the Company's current
business plan and forecasts.

As part of the credit facility amendment, the Company also changed
the conditions under which its lenders may exercise warrants to
purchase the Company's common stock and agreed to modify the
exercise schedule of the warrants. In addition, the Company agreed
to increase the number of shares of its common stock potentially
issuable upon exercise of these warrants.

                 Sale of Discontinued Operations

The Company also reported the successful divestiture of certain
non-core print manufacturing operations. The assets and
liabilities of the divested businesses, which have been excluded
from the Company's historical operating results and classified as
discontinued operations, were sold to a financial buyer for $5.0
million in gross proceeds. After payment of expenses, the
transaction generated net cash proceeds of approximately $4.9
million. Under the terms of the credit facility amendment
discussed above, the Company will use these net proceeds to make
certain earn-out payments that were due in May 2003 under purchase
agreements for prior acquisitions and to reduce outstanding
indebtedness under the credit facility.


WORLDCOM INC: Wants Court Nod for Focal Setoff Agreement
--------------------------------------------------------
Worldcom Inc., and its debtor-affiliates are parties to various
prepetition agreements with Focal Communications Corporation and
certain of its affiliates wherein each party purchases certain
telecommunications services from the other.  Particularly, the
Debtors and Focal entered into various Private Line Service
Agreements which require Focal to pay certain rates to purchase
private lines from the Debtors to be used in connection with its
provision of telecommunications services.

In connection with this relationship, Focal alleges that in early
2002, the Debtors demanded payment rates that were significantly
higher than the rates provided for in the Service Agreements.
Nevertheless, Focal continued paying the rates provided for in
the Service Agreements and requested that the Debtors continue
providing the service at such rates.  Subsequently, Focal filed
billing disputes with the Debtors and sought credits for
allegedly incorrect billing rates on certain accounts.

On November 5, 2002, the Debtors sent a letter denying Focal's
request for credits in connection with the rate dispute and
demanding payment of all outstanding amounts due.  After Focal
allegedly refused to pay the higher rates, the Debtors sent a
letter to Focal on November 19, 2002 demanding the payment of
$1,704,513 for postpetition services rendered pursuant to the
Agreements.  The Debtors threatened to terminate its services if
such payment was not received by November 29, 2002.

Focal filed a complaint on November 22, 2002 to force the Debtors
to abide by the terms of the Service Agreements.  Focal also
sought injunctive relief preventing the Debtors from terminating
Focal's services before the resolution of the declaratory
judgment claim.  Pursuant to a Court order, on December 5, 2002,
Focal deposited $1,700,000 with an escrow agent pending
resolution of the billing disputes.

On December 19, 2002, Focal filed for bankruptcy before the U.S.
Bankruptcy Court for the District of Delaware.  Shortly after the
Focal Petition Date, the Debtors requested that Focal provide
adequate assurance of payment for services pursuant to
Section 366 of the Bankruptcy Code.  However, Focal did not
respond to the request.

In addition to the foregoing billing disputes, there are several
ongoing disputes between the parties regarding debts owed
pursuant to the Agreements.  The Debtors allege that Focal owes a
$21,460,000 outstanding balance through February 28, 2003 while
Focal alleges that the Debtors owe a $18,380,000 outstanding
balance through the same date.

Consequently, the Debtors and Focal agreed to talk things over.
On August 22, 2003, the parties' discussions translated into a
stipulation to resolve the disputes.  The Settlement Agreement
provides that:

   (a) after the application of certain credits and payments, the
       Focal Debt will be reduced to $13,900,000 and the WorldCom
       Debt will be reduced to $11,770,000;

   (b) after the parties set off their debts, the Focal Debt will
       be reduced to $2,130,000 and the WorldCom Debt will be
       completely absolved;

   (c) Focal will:

         (i) pay WorldCom $1,000,000, by wire transfer, for
             unpaid services which WorldCom rendered postpetition
             pursuant to the Agreements through and including
             February 28, 2003;

        (ii) instruct to the escrow agent for the release of the
             Escrow Balance to WorldCom for a payment to WorldCom
             of $1,700,000; and

       (iii) dismiss the complaint without prejudice;

   (d) the automatic stay in effect in the Focal bankruptcy cases
       will be modified to permit the parties to setoff their
       undisputed balances due as of February 28, 2003 and
       WorldCom will waive any and all claims it may have against
       Focal with respect to the remaining $1,130,000 balance due
       as of February 28, 2003 after Focal's $1,000,000 payment
       to WorldCom;

   (e) Focal will assume a Fourth Amended Master Services
       Agreement, which the parties executed in conjunction with
       the Settlement.

"[T]he Settlement Agreement is fair and reasonable under the
circumstances and in no way unjustly enriches any of the
parties," Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges
LLP, in New York, tells Judge Gonzalez.  "In addition to
recovering $2,700,000 of the Focal Debt, the WorldCom Debt will
be completely absolved through mutual setoffs and the Adversary
Proceeding against the Debtors will be dismissed.  Furthermore,
as Focal will assume the Amended MSA, the Debtors will continue
to receive significant revenue from Focal and the Parties will
maintain their business relationship."

Without the Settlement, Ms. Goldstein points out that the parties
might require extensive judicial intervention to resolve their
disputes.  It is uncertain which of the parties would emerge with
a favorable and successful resolution of its claims.  Any
litigation would also be costly, time consuming, and distracting
to management and employees alike.

By this motion, the Debtors ask the Court to approve the Focal
Agreement. (Worldcom Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


XM SATELLITE: Completes Placement of $150 Million in Securities
---------------------------------------------------------------
XM Satellite Radio Holdings, Inc. (Nasdaq: XMSR) completed a
public offering of 11,320,755 shares of its Class A Common Stock
to Legg Mason Funds Management, Inc., Legg Mason Capital
Management, Inc. and another large institutional investor, each on
behalf of its investment advisory clients.

Net proceeds are approximately $150 million.  A copy of the
prospectus relating to the offering can be obtained from the
company.  All of the securities were offered by the company.

XM expects that all or a significant portion of the net proceeds
may be used for funding for the construction of XM-4, its new
ground spare satellite, if insurance proceeds are not received in
a timely manner.  XM expects to otherwise use the proceeds for
working capital and general corporate purposes, which may include
the repurchase or pre-payment of outstanding debt.

XM provides satellite radio service to more than 692,000
subscribers as of June 30 and is on pace to have more than one
million subscribers later this year.  Whether in the car, home,
office or on the go, XM's listeners enjoy 101 digital channels of
choice: 70 music channels, more than 35 of them commercial-free,
from hip hop to opera, classical to country, bluegrass to blues;
and 31 channels of premiere sports, talk, comedy, kid's and
entertainment programming.  For more information about XM, visit
http://www.xmradio.com

                         *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit ratings on
satellite radio provider XM Satellite Radio Inc., and its parent
company XM Satellite Radio Holdings Inc. (which are analyzed on a
consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


* Libra Sets-Up Restructuring Unit Headed by Daniel Harrow
----------------------------------------------------------
Libra Securities, a leading middle-market investment bank,
announced the formation of a new Restructuring Division to be
headed by industry veteran Daniel Harrow. The unit will focus on
advising board members, private equity investors and fund
managers, banks and other creditors, as well as the management of
distressed middle-market companies on issues related to in- and
out-of-court restructurings, recapitalizations, distressed mergers
and acquisitions, along with raising capital for troubled
companies. The group will also perform diagnostic analyses for
boards, investors and creditors to evaluate a company's financial
health and market competitiveness, identifying the critical issues
that should be acted upon by stakeholders.

Libra Securities President and Chief Executive Officer Jess Ravich
said, "Restructuring advisory services is a perfect fit for our
firm. Libra has built a strong reputation for providing
exceptional financial advisory services to and raising debt and
equity for middle-market companies. By offering these services to
distressed companies and their boards, creditors and investors, we
are capitalizing on our strength of understanding distressed
securities and Harrow's ability to devise innovative solutions in
difficult financial situations.

"Dan Harrow's outstanding reputation and experience in the
restructuring arena, combined with our extensive Wall Street
contacts in distressed capital sources, provides middle-market
companies and their stakeholders with credible advice and
alternatives. We expect Dan to become a valuable resource to our
clients."

Daniel Harrow, appointed as managing director, has more than 20
years of restructuring advisory and investment banking experience.
Harrow has participated in restructuring and workout assignments
exceeding $4 billion in value throughout his career including:
Fantastic Sams, Orange County Bankruptcy, Greyhound Lines, Carter
Hawley Hale Stores, Inc. (The Broadway Stores), C & R Clothiers,
Inc., Hamburger Hamlet Restaurants Inc., Media Vision, Reddi Brake
Supply Company, Inc., Retama Park Horse Racing and Carolco
Pictures, Inc

Mr. Harrow's experience includes serving as a Managing
Director/Partner with Chanin & Company, an investment bank
specializing in advisory projects for financially distressed
situations. Mr. Harrow, a CPA, began his career at Price
Waterhouse. He is a licensed real estate broker and serves as a
member of the AICPA. Harrow is also a member of California
Receivers Forum and the Bankruptcy Mediation Panel for the United
States Bankruptcy Court-Central District of California.

Harrow said, "The Libra Restructuring Group will assist both
private and public companies confronting potential or impending
insolvency issues and ensure that these companies are aware of all
capital market remedies at the same time maximizing their value
during a distressed buyout, change of control, asset sale or
litigious situation, for the benefit of all company stakeholders.
I am pleased to be joining a firm with a distinguished reputation
in the capital markets and a deep understanding of the distressed
investment arena"

Libra Securities is a leading middle-market investment bank
providing financial advisory and capital raising services
including senior debt, mezzanine debt and equity, high yield debt,
investment grade debt and private equity for healthy and
distressed companies. Affiliates of Libra Securities also manage
private equity and mezzanine investment funds dedicated to
financing middle-market companies, buyouts and recapitalizations.
Headquartered in Los Angeles, the firm also has offices in New
York, Texas and Colorado.


* BOND PRICING: For the week of September 15 - 19, 2003
-------------------------------------------------------

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***