TCR_Public/030916.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 16, 2003, Vol. 7, No. 183

                          Headlines

ABITIBI-CONSOLIDATED: Small Shareholder Selling Program Extended
ACTERNA CORP: Itronix Auction Scheduled for 12:00 Noon Today
AFM HOSPITALITY: Subsidiary Receives Notice of Default from HJII
AIR CANADA: Inks Global Restructuring Agreement with GE Capital
AIR CANADA: August 2003 Revenue Passenger Miles Tumble 13.8%

ALAMOSA HLDGS.: Commences Exchange Offer for Public Indebtedness
ALLIANCE COMMS: Look for Schedules and Statements by October 8
AM COMMS: Enters LOIs with Various Buyers to Sell Certain Assets
ATLAS AIR: Will File for Chapter 11 Protection to Effect Workout
ATLAS AIR: EETC Holders Extend Forbearance Period Until Dec. 15

AVAYA INC: Will Change Pension Plan for U.S. Salaried Employees
BALTIMORE MARINE: Michael Fox Tapped to Market and Sell Company
BROADBAND WIRELESS: Hires James R. Bonzo as Independent Auditor
BROADWING COMMS: Fitch Withdraws Junk Notes & Preferreds Ratings
CENTENNIAL COMMS: Names Eric S. Weinstein VP, Strategic Planning

CENTENNIAL COMMS: First Quarter Net Loss Stays Flat at $200K
COAST INVESTMENT: S&P Cuts Class B-1 and B-2 Note Ratings to BB
CONSECO: Fitch Changes Status on B Insurance Ratings to Positive
CONTIMORTGAGE HOME: S&P Lowers & Affirms Ratings on 80 Classes
CONTINENTAL: Contributes Additional $103MM Cash to Pension Plan

COVANTA ENERGY: Hires Kirkpatrick & Lockhart as Legal Counsel
COVENTRY HEALTH: A.M. Best Rates 8.125% Sr. Secured Notes at bb+
DIRECTV LATIN: Asks Court to Fix De Minimis Asset Sale Protocol
DVI INC: Fitch Keeps Ratings Watch on Sponsored Securitizations
DVI INC: Seeks OK to Turn to UBS Securities for Financial Advice

DYNEGY INC: Posts Management Appointments in Third Quarter 2003
ECHO SPRINGS WATER: CCAA Protection Extended Until October 17
ENRON CORP: Secured Court Approval of GE Settlement Agreement
FAO INC: Second Quarter 2003 Net Loss Stands at $19 Million
FARMLAND FOODS: Smithfield Foods Will Review Cargill's Offer

FIRST VIRTUAL COMMS: Fails to Meet Nasdaq Listing Requirements
FMC CORP: Will Present at Credit Suisse First Boston Conference
FOREST CITY: Reports Weaker 2nd Quarter 2003 Financial Results
GENERAL ENVIRONMENTAL: Case Summary & Unsecured Creditor List
GENERAL GROWTH: BB Rating on Potential Preferred Offer Affirmed

GENERAL MARITIME: Completes Exchange Offer for 10% Senior Notes
GRUPO IUSACELL: Receives Notice of Default from Bondholders
HAYES LEMMERZ: Court Fixes Avoidance Claim Settlement Guidelines
HOLLYWOOD ENTERTAINMENT: Wellington Reports 10.424% Equity Stake
INFOUSA: Appoints Raj Das as Chief Financial Officer

INNSUITES HOPSITALITY: July 31 Net Capital Deficit Tops $2 Mill.
INTERACTIVE INTELLIGENCE: Appeals Nasdaq Delisting Determination
INTERPUBLIC: Raises $415-Mill. after Asset Sale to Taylor Nelson
IT GROUP: Asking Court to Disallow River Park Claim Set-Off
JUNIPER CBO: S&P Further Junks Class A-4L and A-4 Note Ratings

KMART CORP: Sues Azerty Incorporated to Recover $1.4 Million
LASERSIGHT INC: Richard Confessore Resigns as CFO and Secretary
LEAP WIRELESS: Harvey P. White Will Retire as Company's CEO
LEVI STRAUSS: Fitch Affirms B Rating over Planned Restructuring
MAGELLAN HEALTH: Wants Nod for $230-Mil. Deutsche Exit Financing

MERCER INT'L: Proposes Private Offering of Convertible Notes
MET-COIL: US Trustee Appoints Official Creditors' Committee
METALS USA: Urges Court to Clear Dongkuk Settlement Agreement
MGM MIRAGE: Fitch Rates $600 Million Senior Secured Notes at BB+
MIRANT CORP: Court Fixes December 16 as General Claims Bar Date

NAHIGIAN BROTHERS: Case Summary & 20 Largest Unsecured Creditors
NAT'L STEEL: Obtains Open-Ended Lease Decision Period Extension
NET PERCEPTIONS: Reaches Settlement of Real Estate Obligations
NETDRIVEN SOLUTIONS: June 30 Net Capital Deficit Tops $1.2 Mill.
NORTHWESTERN CORP: Files for Chapter 11 Reorganization in Del.

NORTHWESTERN CORP: Case Summary & 20 Largest Unsecured Creditors
NORTHWESTERN CORP: Cancels Adjourned Shareholders' Meeting
NOVEX SYSTEMS: Dime Comm'l Selling Certain Foreclosed Properties
NRG ENERGY: McClain Debtor Has Until Sept. 23 to File Statements
OGLEBAY NORTON: Reaches Agreements with Senior Secured Lenders

OWENS CORNING: Gets Nod to Make $178MM Pension Plan Contribution
OXFORD AUTOMOTIVE: S&P Keeps Watch After Cancelled Debt Offering
PARK PHARMACY: Disclosure Statement Hearing Slated for October 2
PG&E NATIONAL: Gets Final Approval to Hire Alvarez and Marsal
PHILIP SERVICES: Picks High River as Reorganization Plan Sponsor

PILLOWTEX: Gets Nod to Pay $2.5MM Prepetition Medical Benefits
PNC MORTGAGE: Fitch Affirms B Rating on 1997-PR1 Class B4 Notes
ROBOTIC VISION: Secures Temporary Exception from Nasdaq Criteria
ROWE INT'L: Alexander Enterprises Buying Substantially All Assets
SAFETY-KLEEN: Wants to Preserve Avoidance Actions for 90 Days

SK GLOBAL: Court Approves BSI Appointment as Claims Agent
SLATER STEEL: Lenders Agree to Amend DIP Financing Facility
SNYDER'S DRUG STORES: McKesson Will Continue to Supply Snyder's
SOUNDVIEW: Related Class B Notes Rating Dives Down to D Level
SPIEGEL INC: Independent Examiner Files Report with Dist. Court

TOYS R US: David J. Schwartz Promoted To SVP and General Counsel
TRICO MARINE: Chairman and CEO Adopt Prearranged Trading Plans
TWINLAB CORP: Looks to FTI Consulting for Financial Advice
UNITED AIRLINES: KBC Bank Wants Stay Relief to Exercise Set-Off
US FLOW: Wants Nod to Tap Chikol Equities as Financial Advisors

U.S. STEEL: Unit Completes Acquisition of Sartid a.d. for $23MM
U.S. STEEL: Vice President Leonard H. Chuderewicz Retires
VICWEST: Implements Plan of Reorganization Under CCAA in Canada
VSOURCE INC: July 31 Balance Sheet Upside-Down by $2.6 Million
WATER DRILLING: Case Summary & 20 Largest Unsecured Creditors

WEBSTER CLASSIC AUCTIONS: Case Summary & 3 Unsecured Creditors
WEIRTON STEEL: Wants to Modify Key Employee Retention Program
WHEREHOUSE ENTERTAINMENT: Selling All Assets to Trans World
WOMEN FIRST HEALTHCARE: Renews Agreement with Express Scripts
WORLD HEART: Lenders Further Extend Loan Maturities to Sept. 23

WORLDCOM: Wants Go-Signal to Assume Hope & Flower Office Leases
W.R. BERKLEY: Completes $150 Million Senior Notes Offering
W.R. GRACE: Court Postpones ZAI Hearing to November 24 and 25
XM SATELLITE: Names D. Scott Karnedy SVP Sales & Mktg. Solutions
ZAP INC: Case Summary & 20 Largest Unsecured Creditors

* Large Companies with Insolvent Balance Sheets

                          *********

ABITIBI-CONSOLIDATED: Small Shareholder Selling Program Extended
----------------------------------------------------------------
Abitibi-Consolidated Inc., (TSX: A) extended its small shareholder
selling program to November 28, 2003.

The voluntary Program, originally scheduled to expire on
September 12, 2003, enables registered and beneficial shareholders
who own 99 or fewer Common Shares of Abitibi-Consolidated as of
June 13, 2003, to sell their Shares without incurring any
brokerage commission. The sale of Shares will be executed through
the facilities of The Toronto Stock Exchange.

Abitibi-Consolidated makes no recommendation as to whether or not
an eligible shareholder should participate in the Program. The
decision to participate should be based upon a shareholder's
particular financial circumstances. Eligible shareholders may wish
to obtain advice from their broker or financial advisor as to the
advisability of participating.

Abitibi-Consolidated has retained Georgeson Shareholder
Communications Canada, Inc. of Toronto, Ontario to manage the
Program and to handle share transactions and payments. Questions
regarding the Program should be directed to them at 1-866-811-3664
(English) or 1-866-859-2164 (French).

Abitibi-Consolidated is the world's leading producer of newsprint
and value-added paper as well as a major producer of wood
products, generating sales of $5.1 billion in 2002. With 16, 000
employees, the Company does business in more than 70 countries.
Responsible for the forest management of 18 million hectares,
Abitibi-Consolidated is committed to the sustainability of the
natural resources in its care. The Company is also the world's
largest recycler of newspapers and magazines, serving 17
metropolitan areas with more than 10,000 recycling locations.
Abitibi-Consolidated operates 27 paper mills, 21 sawmills, 3
remanufacturing facilities and 1 engineered wood facility in
Canada, the US, the UK, South Korea, China and Thailand.

In November 2002, Moody's cut its rating on the Company's
outstanding debentures to Ba1.  Abitibi is also party to a
C$541,875,000 credit facility arranged by Citicorp, Scotiabank and
CIBC maturing on December 18, 2003.


ACTERNA CORP: Itronix Auction Scheduled for 12:00 Noon Today
------------------------------------------------------------
Acterna Corp. was formed in 1959 and is a global communications
equipment company focused on network technology solutions.
Acterna's operations are conducted by wholly owned subsidiaries
located principally in the United States and Europe with other
operations, primarily sales offices, located in Asia and Latin
America.  Acterna operates through three principal business
segments:

   (i) communications test businesses;

  (ii) industrial computing and communications businesses through
       Itronix Corporation, Itronix GmbH and Itronix UK Ltd.; and

(iii) digital color correction systems businesses through da
       Vinci Systems, Inc.

Itronix is a leading global provider of mobile, wireless
ruggedized computing solutions, including laptop and handheld
computing devices.  Ruggedized devices are devices that are
specially strengthened for better resistance to wear, stress and
abuse.  Business and governmental units, including those
responsible for providing public safety, telecommunications and
military customers use ruggedized devices regularly.

Itronix operates in the United States through Itronix Corporation,
a Debtor, and in Europe through Itronix GmbH and Itronix UK, Ltd.
The European Companies are non-Debtor subsidiaries of TTC
International Holdings, Inc., a Debtor, and Acterna WG
International Holdings LLC, a Debtor.  Acterna WG and TTC are the
Equity Sellers.  The Equity Sellers own the European Companies
through Dynatech Corporation, Ltd. (England).  The Debtors have
commenced the process of liquidating Dynatech and it is
anticipated that such liquidation will be completed by the closing
of the Itronix sale.  As part of the liquidation of Dynatech, the
equity interests in the European Companies will be transferred to
the Equity Sellers.

Over the course of three years before the Petition Date, the
Debtors, together with J.P. Morgan Securities, Inc. -- the
Debtors' prepetition financial advisers, marketed the Itronix
Business to potential buyers.  Of these potential buyers, 32
parties executed confidentiality agreements, and 15 parties
submitted letters of intent that were either rejected by the
Debtors' management or withdrawn by the parties.

Following the Petition Date, the Debtors, together with their
financial advisers, Miller Buckfire Lewis Ying & Co., LLC,
actively marketed and solicited bids for the Itronix Business.

Due to potential conflicts of interests, Miller Buckfire replaced
J.P. Morgan Securities, Inc. as financial advisors for the
Debtors to market the Itronix Business.  Miller Buckfire
consulted with J.P. Morgan Securities, Inc. to transition the
marketing process seamlessly.

On the Debtors' behalf, Miller Buckfire identified 40 parties
that might have, or had expressed, an interest in acquiring the
Itronix Business.  Of those 40 parties, 24 potential buyers
executed confidentiality agreements.  After the first round of
due diligence and bidding, five parties submitted non-binding
letters of intent.

The Debtors circulated a draft purchase agreement to leading
parties and these parties conducted further due diligence.  After
the second round of due diligence, final bids were due on
August 13, 2003 in the form of a draft purchase agreement for the
Itronix Business.  The Debtors, in conjunction with Miller
Buckfire and other advisors, carefully evaluated and scrutinized
the terms of the offers submitted.  After further negotiations
among the Debtors, their advisors, and the potential bidders, the
Debtors selected Golden Gate Capital as the highest and best
offer and executed a proposed acquisition agreement for the
Itronix Business.

                      The Sale Agreement

Pursuant to the Sale Agreement, the Debtors have agreed (i) to
sell, through Itronix U.S., certain assets and to assume and
assign certain executory contracts and unexpired leases; and (ii)
to sell, through the Equity Sellers, its equity interests in the
European Companies, plus the assumption of certain contractual
liabilities of the Debtors to Golden Gate, for a purchase price
of $40,000,000 in cash.

Golden Gate will deposit $1,200,000 with the designated escrow
agent pursuant to an escrow agreement executed by the parties.
The Earnest Money Deposit will be paid to the Debtors at the
closing of the proposed Sale Transaction.

The sale is subject to higher or better offers that may be
received as a result of an auction.

At the Debtors' request, the Court authorizes the Debtors to
conduct an auction for the Itronix Business at the offices of
Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York, New York
on September 16, 2003 at 12:00 noon.

The Court will convene a hearing on September 18, 2003 at 10:00
a.m. to consider the Debtors' proposed sale. (Acterna Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AFM HOSPITALITY: Subsidiary Receives Notice of Default from HJII
----------------------------------------------------------------
AFM Hospitality Corporation (TSX:AFM) recently announced results
for the second quarter and six months ended June 30, 2003.

AFM Hospitality reported total revenue of $2.8 million compared to
$3.6 million in the second quarter of 2002 and a loss per share of
$0.11 versus $0.01 in the prior year comparable quarter. The
decrease in revenue related to the sale of Ramada Franchise Canada
Inc. on December 20, 2002, which had contributed $2.0 million to
last year's second quarter revenues. After deducting Ramada, AFM
Hospitality realized an increase in total revenues of nearly $1.2
million during the second quarter of 2003. Management revenues
increased $405,000, while franchise revenue decreased $2.3
million, of which $2.0 million was from the sale of Ramada;
deducting Ramada, franchise revenue decreased $303,000. The
addition of the interim asset management business segment provided
increased revenues of $1,056,000. Purchasing services revenue
increased $29,000.

Major accomplishments during the second quarter, 2003, include:

- Increased number of open and/or executed franchise contracts by
  10 from 108 to 118,

- Increased number of open and/or executed hospitality management
  contracts by 2 from 50 to 52,

- Increased number of open and/or executed interim asset
  management assignments by nine from 56 to 65

"In 2003, AFM continues to achieve a dramatic increase in the
number of completed franchise applications, the number of newly
executed management agreements, and the number of new financial
institution engagements for receivership, consulting and other
asset management services," says Lawrence P. Horwitz, Chairman and
Chief Executive Officer of AFM Hospitality Corporation. "The
franchise division is growing in excess of 50% per year (measured
by new franchises opening); the management division by about 20%
per year (measured by new management contracts signed); and the
interim asset management division has grown by more than 120% in
just the first eight months of 2003 (measured by new
engagements)."

In addition to these accomplishments over the quarter, the
financial achievements since 1997 when management began evolving
the Company to a "fee for services" franchise and management
business as of June 30, 2003, include:

- Increased shareholders' equity from a deficit of $800 thousand
  to positive equity of $18.5 million,

- Increased share capital from $17.5 million to $39.5 million,

- Improved company's debt/equity ratio from 18.0 to 0.35.

- Decreased long-term debt from $24 million to $6.3 million,

- Increased the number of open and/or executed units under
  franchise and management from 74 to 235.

The continuing economic decline that began in the second half of
2001 and that has continued to date in 2003, especially in the
United States, the long-term effects of the September 11, 2001
disaster, the ensuing terrorism fears, the Iraq war and travelers'
concerns relating to Severe Acute Respiratory Syndrome (SARS) have
had a large negative impact during the first half, as occupancies
have suffered from the global turmoil affecting travelers in both
Canada and United States. AFM, however, has realized positive
growth in the number of franchise and management contracts and,
with the completion of the acquisition of the interim asset
management and receivership business in the United States, an
increase in interim asset management assignments. This growth in
contracts and assignments has helped counter the reduction in fees
from the individual franchisees and management contracts and
confirmed management's belief that the loss of revenue realized
from the sale of Ramada will be recovered from the growth in the
number of contracts being executed. "We are encouraged by our
ability to seek out and exploit strategic growth opportunities
while both increasing revenue growth and improving the Company's
balance sheet," continued Lawrence P. Horwitz.

Franchise revenues contributed 21% of total revenues. There were
80 franchises open and yielding revenue to the Company as at June
30, 2003 and management anticipates an additional 31 franchises
will open by the end of 2003. There are currently seven
construction projects anticipated to open in 2004, totaling 118
open and/or executed franchise agreements. Also, there are an
additional eight applications in process.

Hospitality management revenues contributed 35% of total revenues
for the quarter. Revenues increased $299,000 (45%) to $967,000.
The procurement of hospitality management contracts continues to
be extremely competitive; however, the division has been
successful in executing three contracts during the latest quarter.
There are currently 47 open hospitality management contracts
yielding revenue to the Company as at June 30, 2003 and management
anticipates there will be more than 50 open and operating by the
end of 2003.

The Company has changed its accounting policy with regards to the
amortization of costs of hospitality management agreements when
the agreement acquired is to manage the operation of the party
that sold the agreement to the Company. Amortization expense under
these circumstances is now recorded as a reduction of revenue when
it was previously recorded as amortization expense. The impact of
the change in accounting policy is a reduction of revenue and
depreciation and amortization of $275,000 during six months ended
June 30, 2003 (2002 - $212,000). There was no impact on net income
as a result of this change in accounting policy.

Interim asset management revenues were $1,056,000 for the second
quarter and $1,544,000 for the six-month period. As at the
effective acquisition date, January 3, 2003, the interim assets
management division had 52 assignments, which had increased to 65
by June 30, 2003.

Purchasing revenues increased by $29,000 (17%) from the same
quarter last year as customer activity accelerated from the first
quarter, when purchases had been deferred.

                  Q2, 2003 OPERATING RESULTS

During the quarter, AFM's total revenue decreased by $839,000 and
income before other expenses declined by $708,000.

Franchise revenue declined $2.3 million of which $2.0 million was
from the sale of Ramada in December 2002, while operating
contribution before overhead (contribution) decreased by $860,000
of which $383,000 related to the Ramada sale. With the removal of
Ramada, the net change in revenue was a decline of $303,000 and
the net contribution change was a decline of $477,000. Although
staffing levels were reduced and fully provided for in 2002, the
division has maintained its national sales and marketing team in
order to try and minimize the multiple negative impacts of the
economy, terrorism, and the Iraq war, which resulted in reduced
contribution. Hospitality management revenue increased $405,000
while contribution declined $116,000. Interim asset management
revenues were $1,056,000 and provided a contribution of $256,000.
Purchasing revenues increased $29,000 and contribution improved
$12,000.

Prior to 2003, the Company previously allocated corporate
overhead, indirect expenses and other indirect allocations to the
operating divisions, however, management believes that removing
these charges from operations provides for a more consistent
monitoring and evaluation of the individual business units. The
amount that is included in other corporate expenses that would
previously been charged against the operating units was $381,000
and $800,000 for the three months and six months ended June 30,
2003, respectively ($291,000 and $582,000 for the three and six
months ended June 20, 2002).

                  OTHER EXPENSES AND INCOME

During the quarter other corporate expenses increased $289,000
over the same period last year to $925,000. Legal and overhead
costs relating to the potential business expansion in the United
States resulted in the increase. Management continues to explore
expansion and acquisition opportunities and expenses these costs
until an acquisition agreement has been executed. At that point
costs will be capitalized as part of the acquisition costs.

                WORKING CAPITAL AND LIQUIDITY

The working capital position at the quarter end decreased to a
working capital surplus of $82,000 compared to a working capital
surplus of $2,482,000 at December 31, 2002. Excluded from this
working capital surplus are Certificates of Deposit in the amount
of $2.7 million held in a United States financial institution
pledged as security for a long-term bank loan in the United
States. In the event that the company pledges an alternate form of
security or pays off the long-term loan the Certificates would be
classified as current, thereby increasing the working capital.
Management anticipates that the working capital surplus will
improve over the balance of the year as improved business levels
increase cash flow from operations. In addition, management has
initiated discussions with several potential sources of additional
debt and equity financing, with the objective of providing
additional operating liquidity as well as funding for potential
growth opportunities.

                        SUBSEQUENT EVENTS

Howard Johnson Franchise Canada Inc. (HJFCI), a subsidiary of AFM
Hospitality Corporation, has received a Notice of Default from
Howard Johnson International, Inc., a subsidiary of Cendant
Corporation alleging default and non-payment of certain fees.
Lawrence P. Horwitz, AFM Chairman and CEO said "AFM and HJFCI are
in the process of reviewing the amounts claimed and anticipate
that such amounts will be significantly reduced when finalized,"
He continued, "We value the relationship with Cendant and look
forward to this issue being cleared up in due course as we explore
a mutually satisfactory resolution to this important matter."

AFM Hospitality Corporation owns AFM Preferred Alliance Group
Inc., AFM Asset Management Inc., AFM Asset Management Services
Inc., AFM Hospitality (USA) Corporation, Northwest Lodging
International (USA) Inc., Northwest Lodging International (Canada)
Inc., Trigild Services, Inc., Special Asset Services, Inc. and
Staffing Services International Inc. Through its wholly-owned
subsidiaries, it is the exclusive Canadian Master Franchisor for
Aston, Best Inns, Hawthorn Suites, Howard Johnson, Knights Inn, La
Quinta, Park Plaza, Park Inn, Traveller's Inn and Villager Lodge.
AFM Hospitality Corporation operates or has open and/or executed
franchise and management agreements with more than 250 hotels,
restaurants and other nationally franchised service businesses
throughout North America. The company's focus is to increase the
number of hotels franchised by the respective brands, franchise
new brands, build the portfolio of hotel management agreements,
provide valuable resources and Hospitality experience to help
hotel owners grow their business, and acquire other franchise
businesses related to the hospitality industry, while making
available property management services. AFM Hospitality
Corporation is a publicly traded company listed on the Toronto
Stock Exchange (TSX:AFM) and may be reached at
http://www.afmcorp.com


AIR CANADA: Inks Global Restructuring Agreement with GE Capital
---------------------------------------------------------------
Air Canada and GE Capital Aviation Services have signed a global
restructuring agreement, as contemplated by the letter of intent
dated July 3, 2003 respecting the restructuring of GECAS aircraft
as well as new financing in an amount of $US 425 million.

The global restructuring agreement also contemplates additional
financing to finance up to 43 70-110-seat aircraft through a
series of transactions once Air Canada has selected the aircraft
manufacturer.


AIR CANADA: August 2003 Revenue Passenger Miles Tumble 13.8%
------------------------------------------------------------
Air Canada mainline flew 13.8 percent fewer revenue passenger
miles in August 2003 than in August 2002, according to preliminary
traffic figures. Capacity decreased by 12.5 percent, resulting in
a load factor of 80.6 percent, compared to 81.9 percent in August
2002; a decrease of 1.3 percentage points.

Jazz, Air Canada's regional airline subsidiary, flew 7.8 percent
more revenue passenger miles in August 2003 than in August 2002,
according to preliminary traffic figures. Capacity decreased by
1.6 percent, resulting in a load factor of 63.3 percent, compared
to 57.8 percent in August 2002; an increase of 5.5 percentage
points.

"The recovery in traffic is continuing, however the results for
the month were negatively impacted by the August 14th electrical
blackout affecting northeastern United States and southern
Ontario, including Toronto, our main hub," said Rob Peterson,
Executive Vice President and Chief Financial Officer.

"Transatlantic traffic continued to expand for the third
consecutive month while the transpacific load factor of 92.8% hit
an all time high for these routes indicating that our accelerated
service reinstatement to Asia will be well received. We are
beginning to see some indications of strengthening in yields but
remain concerned with the weak business market," said Mr.
Peterson.


ALAMOSA HLDGS.: Commences Exchange Offer for Public Indebtedness
----------------------------------------------------------------
As the final step in a financial restructuring intended to de-
leverage the company and stabilize its key business relationships,
Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO), the largest
(based on number of subscribers) PCS Affiliate of Sprint (NYSE:
FON, PCS), commenced an exchange offer for its public
indebtedness.

The exchange offer has the support of an ad hoc committee of
public bondholders whose members hold approximately 45% in
principal amount of Alamosa's outstanding public debt.  If
accepted, existing note holders would receive a package of new
notes, preferred stock convertible into approximately 35% of the
Company's common stock on a fully diluted basis and contingent
value rights tied to the performance of the Company's common stock
during the six months after consummation of the exchange.

Two key components of the restructuring, the renegotiation of the
Sprint agreements under which Alamosa operates and the
renegotiation of certain terms of Alamosa's senior secured credit
facility, have already been accomplished, subject to the
consummation of the exchange offer.  The renegotiated Sprint
agreements will provide long term pricing predictability for
service bureau fees and stability to the rates charged for inter
service area fees, while the renegotiated credit facility terms,
which have already been unanimously approved by the senior secured
lenders, will provide additional flexibility by easing certain
debt covenants.

The restructuring plan will provide for over $240 million of
principal debt reduction and over $260 million in cumulative cash
interest expense savings and expected economic benefits resulting
from modifications to the Sprint agreements.  Collectively, the
restructuring and amendments to the Sprint agreements will allow
management to focus on maximizing its business plan and
capitalizing on growth opportunities while preserving Alamosa's
flexibility to pursue attractive business acquisitions and
combinations.

The exchange offer contemplates that holders of the outstanding
$400 million aggregate principal amount of Alamosa's 12.5% senior
notes and 13.625% senior notes each due 2011 will receive an
aggregate recovery consisting of $260 million in Alamosa
(Delaware), Inc.'s new 11% Senior Notes due 2010 and 400,000 Units
consisting of 1 share of Series B Convertible Preferred Stock of
Alamosa and 73.61 Contingent Value Rights and accrued but unpaid
interest as of the date of the exchange.  The holders of the
outstanding $298 million accreted amount of Senior Discount Notes
due 2010 would receive approximately $194 million in Alamosa
(Delaware), Inc.'s new 12% Senior Discount Notes due 2009 and
298,000 Units.

The Preferred Stock will have an initial liquidation preference of
approximately $250 per share, which will accrue daily and compound
quarterly at a rate of 6% for the first five years from the date
of issuance. Thereafter, holders of Preferred Stock will be
entitled to receive cash dividends at an annual rate of 4.5% of
the accreted value of the Preferred Stock.  Based on an initial
conversion price of $3.40, the Preferred Stock shall be
convertible into approximately 51.4 million shares of Alamosa's
common stock, representing approximately 35% of Alamosa's
outstanding common stock on a fully-converted, fully-diluted
basis.  The CVRs may entitle the holders thereof to receive
additional payments in the form of cash, subject to certain
restrictions under the senior secured credit facility, debt or
common stock, the amount of which will depend on the performance
of Alamosa's common stock for the period ending six months from
the close of the restructuring transactions.

The proposed exchange offers require holders of 97% of the face
amount of the Existing Notes to tender their securities.  If less
than 97% of bondholders agree to tender their Existing Notes,
Alamosa has the option, should it choose to pursue it, to seek to
complete the restructuring plan through a pre-packaged plan of
reorganization.  The pre-packaged plan would provide the same
consideration to bondholders and embody the same amendments to the
Sprint agreements and senior credit facility.  It could be
effectuated with support of only two thirds in principal amount
and more than fifty percent in number of the bondholders.  The
prepackaged plan of reorganization would not affect any other
creditors of Alamosa.  The Company emphasized that the board of
directors has not taken any action to approve this option of a
pre-packaged bankruptcy filing at this time.  No assurance can be
given that a final plan for restructuring Alamosa's debt will be
consummated, or, if consummated, what the final terms may be.

Alamosa Holdings, Inc. (S&P, CCC+ Corporate Credit Rating,
Negative) is the largest PCS Affiliate of Sprint based on number
of subscribers.  Alamosa has the exclusive right to provide
digital wireless mobile communications network services under the
Sprint brand name throughout its designated territory located in
Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah, Wisconsin,
Minnesota, Missouri, Washington, Oregon, Arkansas, Kansas,
Illinois and California.  Alamosa's territory includes
licensed population of 15.8 million residents.


ALLIANCE COMMS: Look for Schedules and Statements by October 8
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Alliance Communications, LLC and its debtor-affiliates an
extension of time to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtors have until October 8, 2003, to file the
required documents.

Headquartered in Denver, Colorado, Alliance Communications, LLC is
a cable television operator.  The Company filed for chapter 11
protection on September 8, 2003 (Bankr. Del. Case No. 03-12776).
William David Sullivan, Esq., at Elzufon Austin Reardon Tarlov &
Mondell PA represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of more than $50 million and debts of over
$100 million.


AM COMMS: Enters LOIs with Various Buyers to Sell Certain Assets
----------------------------------------------------------------
As previously announced, on August 28, 2003, AM Communications,
Inc. announced that it filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.

Additionally, the Company also announced that LaSalle Business
Credit, LLC agreed to finance up to $9.0 million of debtor-in-
possession financing to the Company. As part of the requirement of
the DIP Financing, the Company must sell certain strategic assets
of the Company, subject to Court approval.

The Company has moved forward with its DIP Financing requirements
and on September 3, 2003 and September 5, 2003, respectively, the
Company entered into letters of intent with various buyers that
are affiliated with the Company.

Pursuant to the DIP Financing covenants, the asset purchase
agreements must be signed by all parties and filed with the Court
by September 12, 2003 and the Court must hold a hearing by
September 19, 2003 to approve the bidding procedures in connection
with such ales. Though there is no assurance, the Company expects
to file such agreements with the Court and receive the Court's
approval for the bidding procedures by the indicated dates. If the
Court approves the bidding procedures, the sales auction ust be
held on or before October 13, 2003. The Company believes that the
total amount of proceeds from such asset sales will not exceed the
undisputed claims of creditors. Accordingly, the Company believes
the existing equity of the Company has, and will have, no value
and there will be no distributions to the shareholders.

As previously announced on August 13, 2003, effective August 8,
2003, Kenneth (Chip) L. Wiltse, President and CEO resigned from
the Company in addition to members of the Board of Directors,
William J. Stape and George Kotkiewicz. Additionally, Lawrence W.
Mitchell, former in-house counsel, was appointed President and
CEO. On August 17, 2003, Jill R. Felix also resigned from the
Board of Directors. Ms. Felix' resignation was immediately
effective.

Since the Company is delinquent in filing its financial statements
for the year ended March 31, 2003 and its statements for the
quarter ended June 30, 2003 with the Securities and Exchange
Commission, the Company no longer trades on the OTCBB.
Accordingly, there is no current financial information of the
Company, and in view of its current financial condition, the
Company does not expect to provide any updated financial
information. However, monthly financial statements are required to
be filed with the Court. The Company will commence filing such
reports with the Court in mid to late October for the partial
month of August 31, 2003 for the period after the voluntary
petition filing date on August 28, 2003 and for the month ended
September 30, 2003. Additionally, the Company will also file each
monthly report.


ATLAS AIR: Will File for Chapter 11 Protection to Effect Workout
----------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc. (Pink Sheets: AAWH), the parent
company of Atlas Air, Inc. and Polar Air Cargo, Inc., reported
unaudited financial results for 2002 and for the first and second
quarters of 2003. The company also provided an update on its
restatement and restructuring efforts and released August traffic
and utilization data.

                         FINANCIAL UPDATE

For the year ended Dec. 31, 2002, the company reported a net loss
of $36 million on revenues of $1.2 billion. The net loss includes
a positive impact of $44.5 million related to a change in the
method used to account for maintenance expenditures. Cash and
short-term investments as of Dec. 31, 2002, were $253.8 million on
a consolidated basis.

For the first six months of 2003, meanwhile, the company reported
a net loss of $65.3 million on revenues of $679.4 million. Cash
and short-term investments on June 30, 2003, were $142.7 million.

"Our financial results continue to reflect the challenges in
today's air-cargo market, as the pricing environment remains
depressed due to overcapacity in the marketplace and competition
remains strong," said Jeff Erickson, President of Atlas Air
Worldwide Holdings, Inc.

The financial statements reflect the impact of all identified
adjustments related to periods prior to the 2002 fiscal year. The
net effect of this restatement was to reduce retained earnings at
Dec. 31, 2001, as previously reported in the company's 2001
financial statements, from $185.1 million to an accumulated
deficit of $178.7 million. Though the 2002 audit is substantially
complete, the financial information contained in this press
release is subject to change until such audit is complete. The
company anticipates that its current independent auditing firm,
Ernst & Young LLP, will complete its audit of the financial
statements at and for the year ended December 31, 2002, by the end
of September 2003.

These financial statements have been prepared with the assumption
that the company will continue as a going concern, which
contemplates continuity of operations, realization of assets and
satisfaction of liabilities in the ordinary course of business.
The company's ability to continue as a going concern depends on
its ability to generate sufficient cash flows to meet obligations
on a timely basis, to negotiate new agreements with its aircraft
lessors and debt providers, and to obtain additional financing
should industry conditions not improve.

The company does not expect that Ernst & Young will be able to
complete the company's previously announced attempt to restate its
2000 and 2001 financial statements due to the company's inability
to locate certain financial records from those periods. As a
result, the company is not in compliance with various accounting
and disclosure requirements contained in the Securities Exchange
Act of 1934. Due in part to this inability to comply with such
requirements, the New York Stock Exchange has suspended trading of
the company's common stock and has initiated steps to delist the
common stock from the Exchange. It is not possible to predict
fully the effects of such a suspension and delisting on the
trading price and liquidity for the common stock.

"For the past several months, we have focused on two substantial
challenges - completing our restatement of previous financial
results and renegotiating our debt and lease obligations with all
of our lessors, bondholders, banks and other creditors," Erickson
said. "Despite these challenges, we have not lost our focus on
operating our airlines efficiently, economically and safely. We've
seen growth in our scheduled service and charter businesses and we
are seeing good demand for our ACMI services for the peak season."

                  FINANCIAL RESTRUCTURING UPDATE

In March 2003, Atlas Air Worldwide Holdings, Inc. announced that
it was deferring all debt and aircraft lease payments associated
with its Boeing 747 aircraft. This deferral was intended to give
the company the opportunity to negotiate a restructuring of the
terms and conditions of its debt and aircraft leases and bring
them in line with current and anticipated market conditions and
better reflect the reduced market values of the aircraft. Because
the company deferred the payments without the consent of its
debtholders and lessors, the deferral of payments resulted in
defaults under the terms of the applicable leases and debt, and
resulted in defaults under the terms of its credit facilities and
other debt obligations. Such defaults give the other parties to
these arrangements certain rights and remedies. Although the
company has already reached agreements in principle with General
Electric Capital Aviation Services, its banking group, the holders
of its Class A Enhanced Equipment Trust Certificates, and several
of its lessors, it continues to negotiate with its remaining
lessors and other creditors with a view to achieving a pre-
negotiated restructuring of its debt and lease obligations.

The company currently intends to implement its financial
restructuring by entering into restructuring agreements with
substantially all of its major creditors and lessors prior to
consummating the restructuring through a pre-negotiated Chapter 11
filing under the U.S. Bankruptcy Code during the first half of
December 2003. Because the company anticipates having agreements
with its major creditors and lessors in place at the time of a
Chapter 11 filing, the company hopes to reduce the time spent in
bankruptcy to minimize the impact of the filing on its operations.

At this time, it is not possible to predict accurately the effects
of a Chapter 11 reorganization process on the company's business
or when it may emerge from Chapter 11. The company's future
results depend in part on the timely and successful completion of
negotiations with its creditors and lessors, upon the ability of
the company to comply with the terms and conditions of its
restructuring agreements, and upon confirmation and implementation
of a plan of reorganization. No assurance can be given as to what
values, if any, will be ascribed in the bankruptcy case to each of
these constituencies, and it is possible that the company's
existing equity or other securities will be restructured in a
manner that will reduce substantially or eliminate any value.
Accordingly, the company urges that appropriate caution be
exercised with respect to existing and future investments in any
of the company securities.

Additional information is available in the company's Form 8-K
dated September 12, 2003 containing, among other items, details
about the company's business plan, fleet plan and debt
restructuring efforts.

              AUGUST 2003 TRAFFIC AND UTILIZATION

The company also released traffic and utilization statistics for
August 2003 showing a 49.5 percent increase in block hours for
military and commercial charters compared to a year earlier. The
company also flew 3.2 percent fewer ACMI block hours in August
2003 versus August 2002.

Polar Air Cargo's scheduled service traffic, as measured in
Revenue Ton Miles, increased 69.1 percent over August 2002. RTMs
measure one ton of revenue cargo flown one mile.

Polar Air Cargo's scheduled service capacity, as measured in
Available Ton Miles, increased 81.5 percent versus August 2002.
ATMs are a measurement of how much total capacity is available.

Because the increase in scheduled service capacity exceeded the
increase in revenue cargo, the average load factor - or percentage
of aircraft filled with cargo - fell 4.2 percentage points to 57.3
percent.

Atlas Air Worldwide Holdings is the parent company of Atlas Air
and Polar Air Cargo, offering its customers a complete line of
freighter services, including ACMI (Aircraft, Crew, Maintenance,
and Insurance) contracts, charter services and time-definite,
airport-to-airport scheduled airfreight service with a fleet of
Boeing 747 freighters. Learn more at http://www.atlasair.com


ATLAS AIR: EETC Holders Extend Forbearance Period Until Dec. 15
---------------------------------------------------------------
As part of its ongoing restructuring efforts, Atlas Air Worldwide
Holdings, Inc. announced that its wholly owned subsidiary, Atlas
Air, Inc., has reached an agreement with the holders of a majority
of its Class A Enhanced Equipment Trust Certificates.

Atlas Air entered into term sheet agreements reflecting an
agreement, subject to Atlas Air's compliance with the covenants
and conditions in the agreement and execution of final
documentation, with the holders of a majority of its Class A EETCs
regarding the restructuring of the equipment notes and leases
related to Atlas Air's EETC financing transactions.

On July 2, 2003, Atlas Air and a majority of the Class A holders
entered into a forbearance agreement under which the Class A
holders agreed to forbear from taking any action to cause the
exercise of remedies concerning any defaults under the EETC
financing transactions for an initial forbearance period of 60
days, which forbearance period was subsequently extended from
August 31, 2003 to September 12, 2003.

In connection with the term sheet agreements signed Friday, the
Class A holders agreed to further extend the forbearance period
until December 15, 2003, provided that Atlas Air complies with the
covenants and conditions set forth in the term sheet agreements.
This further extension of the forbearance period enables Atlas Air
to work with the Class A holders to prepare final documentation
relating to their agreement and will give Atlas Air time to
negotiate with other parties to the EETC financing transactions to
effect a restructuring of the EETC debt and leases. Copies of the
forbearance agreements and term sheets are attached as exhibits to
the company's Current Report on Form 8-K, dated September 12,
2003.

The term sheet agreements and the forbearance agreements provide
that they are binding on successors, assignees and transferees of
the holders of Class A certificates who are parties to the term
sheet and forbearance agreements. The EETCs were issued in 1998,
1999 and 2000 to finance Atlas Air's initial fleet of 12 Boeing
747-400 freighter aircraft.

Atlas Air Worldwide Holdings, the parent company of Atlas Air,
Inc. and Polar Air Cargo, Inc., offers its customers a complete
line of freighter services, including ACMI (Aircraft, Crew,
Maintenance, and Insurance) contracts, charter services and time-
definite, airport-to-airport scheduled airfreight service with a
fleet of Boeing 747 freighters. Learn more at
http://www.atlasair.com


AVAYA INC: Will Change Pension Plan for U.S. Salaried Employees
---------------------------------------------------------------
Avaya Inc., a leading global provider of communications networks
and services for businesses, is changing its pension plan for U.S.
salaried employees as part of broader changes to its compensation
and benefits program.

Avaya said it is freezing the accruals in its defined benefit
pension plan effective Dec. 31, 2003, for U. S. salaried
employees.  This means employees would not accrue any additional
benefits after Dec. 31, 2003.  However, an employee's age and
service would continue to count toward pension eligibility and
vesting.

Beginning Jan.1, 2004, new and existing U.S. salaried employees
will be able to participate in an enhanced 401(k) plan.

Under the new 401(k) plan Avaya will match up to six percent of an
employee's salary and bonus.  First, Avaya will automatically
contribute two percent of an eligible employee's salary and bonus
to a 401(k) plan whether or not an employee participates.  In
addition, for the first two percent an employee contributes, Avaya
will match the employee's contribution dollar for dollar.  For the
next four percent an employee contributes, the company will match
50 cents for each dollar the employee contributes.  Avaya also is
removing the current $2,500 cap that exists on the company match
and is eliminating a variable match based on the performance of
the business. To help employees integrate retirement planning into
their overall financial management, Avaya will offer company-
provided professional financial planning services.

Avaya said about 8,300 U.S. salaried employees are affected by the
changes.  The company is making no changes to the pension for its
5,200 union employees whose pension is covered by collective
bargaining agreements. Current retirees also are not affected by
the change.

The company noted it has two pension programs for U.S. salaried
employees. Generally, employees who began working prior to Jan. 1,
1999, are in the service-based program.  Employees who joined on
or after Jan. 1, 1999, are in the account balance program.

"The decision to change the pension plan was not made lightly.  We
sought to further strengthen Avaya's financial position while
continuing to provide an attractive overall pay package for
employees," said Don Peterson, chairman and CEO, Avaya.  "The
change to the plan represents a portion of the $25 million to $30
million in permanent quarterly cost reductions we said we would
take out of the business beginning in fiscal 2004.

"In addition to reducing our future cash contributions to the
existing plan, this move to a greatly enhanced 401(k) savings plan
will align us with other newer technology companies.  We believe
our new 401(k) plan, which is among the most generous in corporate
America, will make us even more attractive to new employees who
like the portability of those plans."

Avaya said the combination of the pension plan change and a $105
million additional voluntary contribution to the plan it announced
earlier this week will, over time, reduce the company's future
benefit obligation and help improve the funded status of the
pension plan.

Avaya Inc., whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $25 million, designs, builds
and managers communications networks for more than one million
businesses around the world, including 90 percent of the Fortune
500(R).  A world leader in secure and reliable Internet Protocol
telephony systems, communications software applications and
services, Avaya is driving the convergence of voice and data
application across IT networks, enabling businesses large and
small to leverage existing and new networks to enhance value,
improve productivity and gain competitive advantage.  For more
information visit the Avaya Web site: http://www.Avaya.com

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.  For more
information visit the Avaya Web site: http://www.avaya.com


BALTIMORE MARINE: Michael Fox Tapped to Market and Sell Company
---------------------------------------------------------------
Baltimore Marine Industries, owned by Veritas Capital, the company
that purchased the failed Bethlehem Steel Corporation's Sparrows
Point shipyard business, is now available for sale.

Michael Fox International, Inc., the North American Division of
GoIndustry has been retained through the U.S. Bankruptcy Court to
market the real estate and machinery in bulk as an entirety and,
as applicable, on a break-up basis. If not sold as an entirety, it
will be sold at auction on November 5th.

At its peak Baltimore Marine Industries employed 775 employees.
The shipyard provided multiple repair, conversion and new
construction services as well as custom cutting and forming of
steel plates. Affected in recent years by the sluggish economy and
general downturn in the industry, the company had filed for
Chapter 11 bankruptcy protection. "In order to maximize the return
to the estate and in order to expose this valuable entity to
literally the world of buyers, we have adopted this approach. We
often handle sales of this size and for this sale, our global
marketing efforts are designed to find the right buyer or buyers
with the right amount of vision," said David Fox, Chief Executive
Officer of Michael Fox International.

Located at 600 Shipyard Road, this unique and valuable property
consists of approximately 250 acres with one mile of waterfront
and containing numerous buildings, a VLCC-capable drydock, and a
Panamax floating dock. With a view of the Harbor to the Key
Bridge, the property has much to offer the investment and
development communities.

In addition to the real estate, the sale will include shipyard
machinery and equipment. Additional sale information is available
by contacting Bryan Goodman at Michael Fox International (800-722-
3334).

Michael Fox International, Inc. is the United States leader in the
sale, liquidation, auction and appraisal of machinery and
equipment, inventories, business assets, and real estate. Part of
the GoIndustry Group, one of the world's largest industrial asset
sales and service organizations, with over 250 employees in 20
countries and 39 offices, Michael Fox International offers North
American service with global reach. Serving the corporate,
financial and legal communities, Michael Fox International
provides asset disposition systems and services that can be
tailored to the unique needs of each client. Not only is Michael
Fox International an expert in traditional auctions, but it also
has the world's leading web-based asset management and disposition
system. Michael Fox International's unique technology enables it
to sell assets via Intranet or Internet using web-based and
webcast sales. Michael Fox International was founded in Baltimore,
Maryland, in 1946 by Michael Fox.


BROADBAND WIRELESS: Hires James R. Bonzo as Independent Auditor
---------------------------------------------------------------
The Board of Directors of Broadband Wireless International
Corporation dismissed Clyde Bailey, Certified Public Accountant of
San Antonio, effective August 13, 2003, and has retained James R.
Bonzo Accounting, of Las Vegas, Nevada, as its independent auditor
for the fiscal year ended March 31, 2003.  The Board of Directors
of the Company and its Audit Committee approved of the dismissal
of CBCPA and the engagement of James R. Bonzo Accounting, of Las
Vegas, Nevada as its independent auditor.  The Company's audited
financial statements contained a "going concern" comment in its
finacial statements for the fiscal year ended March 31, 2002 which
stated the following:

"In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Broadband Wireless International Corporation as of March 31,
2001 and 2000 and the results of its operations and its cash flows
for the years ended March 31, 2001 and 2000 in conformity with
generally accepted accounting principles.

"On August 11, 2000, Peter B. Bradford was appointed Temporary
Receiver for the Company in Case No. CIV-00-1375-R in the United
States District Court for the Western District of Oklahoma in an
Securities and Exchange Commission enforcement action. The Order
appointing Temporary Receiver enjoins all persons and entities
from in any way disturbing the Receivership assets from filing or
prosecuting any actions or proceedings which involves the Receiver
or which affect the receivership assets. The Company has entered
Chapter 11 Reorganization following the exit from the Federal
Receivership and the dismissal of actions by the SEC. The SEC
filed a motion on December 12 with the Federal Court requesting
the pending actions against Broadband Wireless be dismissed. The
Court issued its final order approving the motion and removed the
Temporary Receiver on December 21, 2001. The application to
reorganize was filed on December 27, 2001 by the firm of Kline,
Kline, Elliott, Castleberry & Bryant, P.C., on behalf of the
Company.

"The [company's] financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 10 to the financial statements, the Company's significant
operating losses and its working capital deficit raise substantial
doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty."


BROADWING COMMS: Fitch Withdraws Junk Notes & Preferreds Ratings
----------------------------------------------------------------
Fitch has withdrawn its 'CC' rating of BRCOM, Inc.'s (formally
known as Broadwing Communications, Inc.) 9.0% senior subordinated
notes due 2008, and its 'C' rating on BRCOM's 12.5% junior
exchangeable preferred stock.

Fitch's rating action follows the completion of exchange offers
for the subordinated notes and preferred stock. In connection with
the exchanges the holders of the preferred stock agreed to
exchange their shares for Cincinnati Bell, Inc. common stock.
Likewise the holders of the subordinated notes agreed to exchange
their notes for Cincinnati Bell, Inc. common stock. The
subordinated notes and preferred stock are no longer outstanding.

Fitch maintains the following ratings for Cincinnati Bell, Inc.
and its subsidiaries: CBB's senior secured bank facility at 'BB-',
CBB's 7.25% senior secured notes due 2023 at 'BB-', CBB's 7.25%
senior unsecured notes due 2013 at 'B+', CBB's 9.00% convertible
subordinated notes due 2009 at 'B', CBB's 16% Senior Subordinated
Discount Notes to 'B', and CBB's 6.75% convertible preferred stock
at 'B-'. Fitch Ratings also rates Cincinnati Bell Telephone's
(CBT) debentures and MTNs 'BB+'. Fitch has assigned a Stable
Rating Outlook for CBB and CBT.


CENTENNIAL COMMS: Names Eric S. Weinstein VP, Strategic Planning
----------------------------------------------------------------
Centennial Communications Corp. (Nasdaq: CYCL) has appointed Eric
S. Weinstein to the position of Vice President - Strategic
Planning and Investor Relations.

Mr. Weinstein was most recently the senior U.S. wireless analyst
at Credit Suisse First Boston, Inc., and has covered the
telecommunications industry for more than a decade.

Mr. Weinstein originally joined Donaldson, Lufkin & Jenrette,
Inc., later acquired by CSFB, as a Wireless and Satellite equity
research analyst before joining the firm's Private Equity Group in
2000, where he focused more broadly on global telecommunications
investment opportunities. Prior to joining DLJ, Mr. Weinstein had
been associated with Salomon Brothers and Lehman Brothers. Mr.
Weinstein obtained his B.S. in Economics from the University of
Pennsylvania's Wharton School of Business.

"We are delighted to have Eric join Centennial as a key member of
our management team. We look forward to leveraging his extensive
knowledge of the telecommunications industry to help explain the
Centennial story to the investment community and plan and execute
the strategic initiatives of the Company," said Thomas J.
Fitzpatrick, executive vice president and chief financial officer
of Centennial.

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: First Quarter Net Loss Stays Flat at $200K
------------------------------------------------------------
Centennial Communications Corp. (Nasdaq: CYCL) announced results
for the quarter ended August 31, 2003.

Consolidated revenues grew 6% from the same quarter last year to
$203.6 million. Net loss was $0.2 million for the first quarter as
compared to a net loss of $0.2 million for the same quarter last
year. Adjusted operating income was $83.4 million, a 10% increase
from the same quarter last year. Adjusted operating income is net
income (loss) before interest, taxes, depreciation, amortization,
loss (gain) on disposition of assets, minority interest in
(income) loss of subsidiaries and income from equity investments.
Please refer to Exhibit A -- "Non-GAAP Financial Measures."

During the quarter ended August 31, 2003, the Company announced:

-- The sale in June 2003 of $500 million of 10-1/8% senior
   unsecured notes due 2013 in a private placement transaction. In
   connection with the sale of notes, the Company amended its
   senior credit facility, which provides the Company with
   additional flexibility under the financial and other covenants
   in the senior credit facility. Net proceeds from the sale of
   notes were used to permanently repay $300 million of term loans
   under the senior credit facility, increase the Company's
   liquidity and pay fees and expenses related to the transaction.

-- The promotion of John de Armas to president, Caribbean
   operations. Mr. de Armas joined the Company in February 2002 as
   president, Centennial Dominicana and was promoted to executive
   vice president, Caribbean operations in October 2002.
   Previously, Mr. de Armas was president of Home Shopping
   Espanol, a division of Home Shopping Network, where he
   developed and launched markets in Puerto Rico, Mexico and the
   top 20 Hispanic markets in the U.S., reaching an audience of
   over 40 million Hispanics.

-- The selection of Nortel Networks to supply a third generation
   wireless data network for the Company's Dominican Republic
   operations, Centennial Dominicana. The 3G network is expected
   to be fully operational by the end of calendar 2003 and will
   significantly increase capacity and delivery of wireless voice
   and data services throughout the country.

The Company's wireless subscribers at August 31, 2003 were
971,500, compared to 883,800 on the same date last year, an
increase of 10%. Sequentially, U.S. Wireless subscribers increased
8,000 during the quarter, aided by national rate plans that were
introduced in late fiscal 2003. Sequentially, Caribbean Wireless
subscribers increased 24,000 during the quarter, due primarily to
strong growth of postpaid subscribers in both Puerto Rico and
Dominican Republic. Caribbean Broadband switched access lines
reached 43,800 and dedicated access line equivalents were 188,100
at August 31, 2003, up 22% and 14%, respectively, from August 31,
2002. Cable television subscribers were 76,100 at August 31, 2003,
down 7,200 from the same quarter last year.

"We are very pleased with the significant year-over-year
improvement in financial performance. Targeting the most
profitable customers with superior service was the critical driver
of this growth," said Michael J. Small, chief executive officer.

For the quarter, U.S. Wireless revenues were $94.4 million and
U.S. Wireless adjusted operating income was $39.5 million. U.S.
Wireless adjusted operating income decreased by 12% from the same
quarter last year primarily due to significantly reduced roaming
revenue. Retail revenue per subscriber increased to $47 from $42
in the prior year, primarily due to the introduction of national
rate plans. The Company expects its GSM network overlay project to
be on schedule and expects to launch GSM service in its Midwest
cluster by the end of calendar year 2003 and in its Southeast
cluster by the end of calendar year 2004.

For the quarter, total Caribbean (consisting of the Caribbean
Wireless and Caribbean Broadband segments) revenues were $109.2
million and total Caribbean adjusted operating income was $43.8
million. Total Caribbean adjusted operating income for the quarter
was up 43% from the same quarter last year. Caribbean Wireless
revenues for the quarter reached $74.3 million, an increase of 14%
from the same quarter last year. Caribbean Wireless adjusted
operating income for the quarter was $31.8 million, an increase of
52% from the same quarter last year. Caribbean Broadband revenues
for the quarter were $38.4 million and Caribbean Broadband
adjusted operating income reached $12.0 million, up 8% and 23%
from the same quarter last year, respectively.

Consolidated capital expenditures for the quarter ended August 31,
2003 were $26.3 million or 13% of revenue. Net debt at August 31,
2003 was $1,698.1 million as compared to $1,724.5 million at
August 31, 2002.

                      Fiscal 2004 Outlook

The Company reaffirms its prior guidance of total adjusted
operating income growth of 5-10% for fiscal 2004, as compared to
$295.7 million in fiscal 2003, despite a projected reduction of
approximately $20 million in U.S. Wireless roaming revenue in
fiscal 2004 as compared to fiscal 2003. The Company projects
fiscal 2004 adjusted operating income for its Caribbean
businesses, comprised of Caribbean Wireless and Caribbean
Broadband, to exceed fiscal 2003's adjusted operating income of
$135.3 million by a minimum of 15%. The Company expects that the
rates of growth in the two Caribbean segments will be relatively
comparable. The Company reaffirms its prior guidance of capital
expenditures of approximately $125 million in fiscal 2004. The
Company has not included a reconciliation of projected adjusted
operating income since projections for some components of such
reconciliation are not possible to project at this time.

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


COAST INVESTMENT: S&P Cuts Class B-1 and B-2 Note Ratings to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A, B-1, and B-2 notes issued by Coast Investment Grade 2000-
1 Ltd., an arbitrage CDO of CDOs, and removed them from
CreditWatch with negative implications.

The ratings on the class A, B-1, and B-2 notes were placed on
CreditWatch with negative implications April 3, 2003. The ratings
were then lowered July 11, 2003 and left on CreditWatch pending
additional review of the underlying assets in the collateral pool.

Standard & Poor's has reviewed current cash flow runs generated
for Coast Investment Grade 2000-1 Ltd. to determine the 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 notes. Upon comparing the
results of these cash flow runs with the projected default
performance of the current collateral pool, Standard & Poor's
determined that the ratings previously assigned to the notes were
no longer consistent with the credit enhancement currently
available. Standard & Poor's will be in contact with Coast Asset
Management Corp., the collateral manager, and will continue to
monitor the performance of the transaction to ensure the ratings
assigned to the notes remain consistent with the credit
enhancement available.

               RATINGS LOWERED AND OFF CREDITWATCH

                Coast Investment Grade 2000-1 Ltd.

                  Rating
     Class    To            From              Balance (mil. $)
     A        A             AA/Watch Neg              296.881
     B-1      BB            BB+/Watch Neg              30.000
     B-2      BB            BB+/Watch Neg              10.000


CONSECO: Fitch Changes Status on B Insurance Ratings to Positive
----------------------------------------------------------------
Fitch Ratings has changed the Rating Watch status of Conseco Inc.
subsidiaries' insurer financial strength ratings of 'B' to
Positive from Negative.

The actions reflect emergence of Conseco from Chapter 11
bankruptcy proceedings. Under the terms of the reorganization,
Conseco has a new capital structure, a new board of directors and
will be completely focused on the insurance business. As a result
of the reorganization and the sale of the GM Building, Fitch
expects improved capitalization in the insurance subsidiaries.

Fitch will review 'fresh start' financial statements, actuarial
estimates, financial projections and strategic management plans
for the holding company and insurance subsidiaries. Fitch expects
to resolve the Rating Watch status at the conclusion of this
review.

Fitch has withdrawn the ratings of Conseco Medical Insurance
Company and Pioneer Life Insurance Company. These companies were
merged into Washington National Insurance Company (Washington
National). Fitch does not currently rate Washington National.

            Insurer Financial Strength ratings removed
                    from Rating Watch Negative,
                 Placed on Rating Watch - Positive

     -- Bankers Life & Casualty Co., 'B', Positive;

     -- Colonial Penn Life Insurance Co., 'B', Positive;

     -- Conseco Annuity Assurance Co., 'B', Positive;

     -- Conseco Health Insurance Co., 'B', Positive;

     -- Conseco Life Insurance Co., 'B', Positive;

     -- Conseco Life Insurance Co. of New York, 'B', Positive;

     -- Conseco Senior Health Insurance Co., 'B', Positive;

          Insurer Financial Strength ratings Withdrawn

     -- Conseco Medical Insurance Co., 'B', Withdrawn;

     -- Pioneer Life Insurance Co., 'B', Withdrawn.


CONTIMORTGAGE HOME: S&P Lowers & Affirms Ratings on 80 Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven B
classes from six ContiMortgage Home Equity Loan Trust
transactions. Simultaneously, ratings are affirmed on the
remaining 73 classes from 19 ContiMortgage Home Equity Loan Trust
transactions (including the six aforementioned).

The lowered ratings reflect a decrease in credit support
percentages to the subordinate classes due to net losses that
consistently exceed excess interest, resulting in an erosion of
overcollateralization. The dramatic increase in losses for these
pools and most other ContiMortgage pools result from the servicer
having charged off loans that were previously in loss mitigation
where advances have now been deemed to be nonrecoverable. This
trend is expected to continue in the near term as the portfolios'
loss characteristics continue to be reassessed. Standard & Poor's
therefore projects overcollateralization to be depleted for the B
classes of series 1997-5 and 1998-1 within the next three months.
Standard & Poor's projects that the B classes from the 1998-3,
1999-1, 1999-2 and 1999-3 transactions will incur losses within
the next 12 months.

The affirmations on the classes in the 1997-3, 1997-4, 1998-1,
1998-2, and 1998-4 transactions reflect adequate remaining credit
support percentages for the senior classes. However, upgrades are
not warranted at this time because of persistent high
delinquencies and projected losses.

Credit support for the 1997-3, 1997-4, 1997-5, 1998-1, 1998-2,
1998-3, 1998-4, 1999-1, 1999-2, and 1999-3 transactions is
provided by subordination, excess interest, and
overcollateralization. Additional credit support for the senior
classes of the 1997-4, 1997-5, 1998-1, 1998-2, 1998-3, 1998-4, and
1999-2 transactions is provided by bond insurance issued by MBIA
Insurance Corp. Additional credit support for the senior classes
of the 1999-1 and 1999-3 transactions is provided by bond
insurance issued by Ambac Assurance Corp.

The affirmations on the classes in the 1994, 1995, and 1996
transactions are based solely on bond insurance provided by
Financial Guaranty Insurance Co. (for the 1995-1, 1995-2, 1995-3,
1995-4 and 1996-1 transactions) and MBIA Insurance Corp. (for the
1994-3, 1994-4, 1994-5, 1996-2, 1996-3, and 1996-4 transactions).

As of the August 2003 distribution date, total delinquencies
across all 21 transactions ranged from 28.10% (series 1998-3 group
1) to 40.30% (series 1995-1). Serious delinquencies ranged from
14.91% (series 1994-5) to 26.43% (series 1997-3 group 2), and
cumulative losses ranged from 5.08% (series 1997-3 group 2) to
7.77% (series 1997-3 group 1).

All of the transactions are backed by fixed- and adjustable-rate
subprime home equity mortgage loans secured by first and second
liens on owner-occupied one- to four-family residences.

                        RATINGS LOWERED

                ContiMortgage Home Equity Loan Trust
                        Pass-thru certs

                                   Rating
        Series    Class        To          From
        1997-5    B            CC          B
        1998-1    B            CC          CCC
        1998-3    B-I          BB+         BBB-
        1998-3    B-II         BB          BBB-
        1999-1    B            CCC         B
        1999-2    B            CCC         BB
        1999-3    B            BB          BBB-

                       RATINGS AFFIRMED

                ContiMortgage Home Equity Loan Trust
                       Pass-thru certs

        Series     Class                     Rating
        1994-5     A-4                       AAA
        1995-1     A-5, A-6IO, A-7IO         AAA
        1995-2     A-5, A-6                  AAA
        1995-3     A-5, A-6                  AAA
        1995-4     A-8, A-9, A-11, A-12      AAA
        1995-4     A-13IO                    AAA
        1996-1     A-6, A-7, A-8, A-9IO      AAA
        1996-2     A-8, A-9, A-10IO          AAA
        1996-3     A-6, A-7, A-8, A-9IO      AAA
        1996-3     A-10IO                    AAA
        1996-4     A-8, A-9, A-10            AAA
        1996-4     A-11IO, A-12IO            AAA
        1997-3     A-8, A-9, A-10, M-1A      AAA
        1997-3     M-1F                      AA
        1997-3     M-2A                      A
        1997-3     B-1A                      B
        1997-4     A-7, A-9                  AAA
        1997-5     A-6, A-8, A-10            AAA
        1998-1     A-6, A-7, A-8, A-9        AAA
        1998-2     A-6, A-7, A-8, A-9        AAA
        1998-2     B                         BB
        1998-3     A-6, A-7, A-8, A-9        AAA
        1998-3     A-10, A-16, A-17, A-18    AAA
        1998-3     A-20                      AAA
        1998-4     A                         AAA
        1999-1     A-5, A-6, A-7, A-8        AAA
        1999-2     A-5, A-6, A-7, A-8        AAA
        1999-3     A-5, A-6, A-7, A-8        AAA


CONTINENTAL: Contributes Additional $103MM Cash to Pension Plan
---------------------------------------------------------------
Continental Airlines, Inc. (NYSE: CAL) has contributed an
additional $103 million in cash to its defined benefit pension
plan, bringing its year-to-date pension contribution to $372
million.  The contribution is in addition to the $100 million in
shares of common stock of Express Jet Holdings, Inc. announced
last week, exceeding its minimum pension obligation for 2003 by
$283 million and bringing the plan funding to approximately 90
percent of the company's current liability.

"We continue to believe that it is our own performance that will
make Continental profitable again," said Continental Chairman and
CEO Gordon Bethune.  "By making our employee pension plan a top
priority, we illustrate the value of our workforce and our
willingness to honor all of our commitments."

Continental Airlines is the world's seventh-largest airline with
2,300 daily departures to 134 domestic and 92 international
destinations. Continental has the broadest global route network of
any U.S. airline, including extensive service throughout the
Americas, Europe and Asia. Continental has hubs serving New York,
Houston, Cleveland and Guam, and carries approximately 41 million
passengers per year on the newest jet fleet among major U.S.
airlines.

As recently reported, Standard & Poor's Ratings Services assigned
its 'CCC+' rating to Continental Airlines Inc.'s (B/Negative/--)
$150 million 5.0% senior unsecured convertible debt due 2023.
Ratings on Continental were affirmed on June 2, 2003, and removed
from CreditWatch, where they were placed on March 18, 2003.

"Ratings on Continental are based on its heavy debt and lease
burden and relatively limited financial flexibility, which
outweigh better-than-average operating performance and a modern
aircraft fleet," said Standard & Poor's credit analyst Philip
Baggaley.

The outlook on Continental's long-term corporate credit rating
is negative. Losses are expected to narrow and operating cash
flow should turn modestly positive in the second and third
quarters of 2003, but Continental remains vulnerable to any
renewed deterioration in the airline industry revenue
environment.


COVANTA ENERGY: Hires Kirkpatrick & Lockhart as Legal Counsel
-------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates sought and
obtained a Court order:

   (a) authorizing U.S. Trust Company, N.A., in its capacity as
       Employee Stock Ownership Plan Fiduciary, to employ
       Kirkpatrick & Lockhart as its legal counsel; and

   (b) allowing them to pay Kirkpatrick's legal fees and
       expenses.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that Kirkpatrick is a law firm that has
extensive experience in representing fiduciaries of employee
benefit plans, including ESOPs, which acquire, hold and sell
major blocks of employer stock.  Charles R. Smith is the
Kirkpatrick partner who will have primary responsibility for
representing U.S. Trust.  Kirkpatrick will report to and consult
solely with U.S. Trust in providing any and all legal services as
may be necessary to enable U.S. Trust to provide services and
perform its obligations.

U.S. Trust will review Kirkpatrick's billing records and certify
to the Debtors, as appropriate, that the fees and expenses
incurred are reasonable.  The certification will be without
prejudice against the rights of the Debtors and the ESOP Committee
to challenge the reasonableness of any legal fees and expenses.

The Debtors will reimburse U.S. Trust for any fees and expenses
charged by Kirkpatrick that are less than or equal to $30,000 for
any given calendar month without further Court order.  If the
amount billed for fees and expenses exceeds $30,000 for any given
calendar month, Kirkpatrick will be subject to the notice and
application requirements applicable to professionals specially
retained for these Chapter 11 proceedings and will be subject to
the Court's final approval upon application.

Kirkpatrick's hourly rates, subject to periodic adjustments to
reflect economic and other conditions, are:

   Partners and Of Counsel       $260 - 575
   Associates                     150 - 250
   Paralegals                     100 - 120

It is Kirkpatrick's policy to charge its clients in all areas of
practice for expenses incurred in connection with the clients'
cases, including:

   -- telephone and telecopier toll;

   -- mail and express mail charges;

   -- special or hand delivery charges;

   -- document processing charges;

   -- photocopying charges;

   -- travel expenses;

   -- expenses for "working meals," computerized research,
      transcription costs; and

   -- non-ordinary overhead expenses.

The Debtors have been assured that Kirkpatrick will charge for
these expenses in a manner and at rates consistent with charges
made to Kirkpatrick's other clients.

Mr. Smith discloses that Kirkpatrick has researched its client
databases and records department to determine whether it has any
relationships with the entities that were listed on a schedule
provided to Kirkpatrick by the Debtors in connection with the
Chapter 11 cases.  The schedule included:

   (a) the Debtors and their affiliates;

   (b) the Debtors' directors and officers;

   (c) the prepetition bank group;

   (d) the Debtors' 30 largest creditors;

   (e) the Debtors' major shareholders;

   (f) the attorneys and other professionals that the Debtors
       have sought authority to employ in these Chapter 11 cases;
       and

   (g) other potential parties-in-interest as identified by the
       Debtors.

Mr. Smith reports that the sole representation Kirkpatrick has
engaged in relation to the Debtors or their estates is
Kirkpatrick's representation of Finger Lakes Iron & Metal, Inc.
with respect to a certain environmental litigation involving
Covanta Onondaga LP, one of the Debtors in these Chapter 11
cases.  The Finger Lakes Litigation is currently stayed as a
result of Covanta's bankruptcy.

The Debtors do not believe that Kirkpatrick's representation of
Finger Lakes poses a conflict or constitutes representation of an
adverse interest with respect to its proposed employment.  The
Debtors have requested, and Kirkpatrick has agreed, to impose an
ethical wall separating any Firm attorneys or personnel who have
worked on the Finger Lakes Litigation from any Firm attorneys or
personnel who have worked on the engagement contemplated.
Kirkpatrick assures Judge Blackshear that the Firm will not
provide any representation or advice to U.S. Trust with respect
to the Finger Lakes Litigation.

Kirkpatrick holds no claim against the Debtors for amounts owing
for prepetition services rendered.  Mr. Smith attests that
Kirkpatrick is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b) of
the Bankruptcy Code. (Covanta Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


COVENTRY HEALTH: A.M. Best Rates 8.125% Sr. Secured Notes at bb+
----------------------------------------------------------------
A.M. Best Co. assigned a "bb+" debt rating to Coventry Health Care
Inc.'s (NYSE: CVH) (Bethesda, MD) $175 million 8.125%
ten-year senior unsecured notes due February 2012.

Concurrently, A.M. Best assigned a financial strength rating of B+
(Very Good) to Altius Health Plans (Utah), which was acquired by
Coventry on September 2, 2003. Both have stable rating outlooks.
In addition, positive outlooks have been assigned to the financial
strength ratings of B+ (Very Good) of Coventry Health Care of
Nebraska Inc, Southern Health Services Inc (Virginia) and WellPath
Select Inc (North Carolina). The financial strength ratings of the
remaining Coventry entities have been affirmed with stable
outlooks.

These rating actions reflect Coventry's consistent consolidated
earnings, conservative financial leverage and the relatively low
exposure of equity to intangibles at the parent holding company.
Offsetting factors include some potential for volatility of
earnings, the overall moderate level of capital held at the
insurance subsidiaries and the integration risks typical of a
company in an active acquisition mode.

For the past several years, the consolidated Coventry organization
has had strong earnings growth with net income more than doubling
from 2000 to 2002. Earnings growth has been supported by the
return to profitability of certain recently acquired businesses,
which have been assigned positive outlooks. A.M. Best expects the
earnings trend to moderate as most of the poor performing
acquisitions have been integrated and are becoming profitable.
Coventry's medical loss ratio was reduced by over 250 basis points
from 2001 to 2002 and has continued to decrease in 2003. This
improvement is the result of a centralized well-disciplined
pricing methodology. Financial flexibility is good. Coventry's
debt to capital ratio at 18.3% as of June 30, 2003, is considered
conservative. The intangibles to equity ratio of 36.1% as of June
30, 2003, is considered low given the acquisition mode of the
corporation.

Offsetting factors include a moderate level of capital at the
individual subsidiaries. However, A.M. Best recognizes that the
level of capitalization at the insurance entities has increased,
and Coventry is committed to achieving and managing to 250% of
risk-based capital at each entity by year-end 2003. Additionally,
Coventry has the ability and intention of supporting the insurance
subsidiaries with capital contributions as required, for which it
maintains ample cash and short-term investments at the holding
company. Earnings growth, while consistent in the past, could
experience some volatility due to opportunistic entry into and
exit from the Medicare+Choice and Medicaid businesses and from
acquisition activity.

For a comprehensive list of Coventry's financial strength ratings,
visit http://www.ambest.com/press/091201coventry.pdf


DIRECTV LATIN: Asks Court to Fix De Minimis Asset Sale Protocol
---------------------------------------------------------------
Before the Petition Date, DirecTV Latin America LLC routinely and
in the ordinary course of business, sold, or when necessary,
disposed of non-core assets that were or had become tangential,
superfluous or burdensome to its operations.  DirecTV wants to
continue this practice postpetition, to the extent necessary to
economically administer its estate.

With the Court's permission, DirecTV will adopt a global
expedited procedure for the sale of De Minimis Assets with a
selling price of no more than $200,000 on any individual
transaction to any single buyer or group of related buyers.
DirecTV will sell the De Minimis Assets free and clear of all
liens, claims, interests and circumstances, pursuant to Sections
105(a) and  363 of the Bankruptcy Code, without further hearing
or Court order.

Joel A. Waite, Esq., at Young Conway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that the De Minimis Assets refer to
computers, equipment, furniture and other assets not related to
DirecTV's core business operations.  Given their small monetary
value, these Assets may become obsolete, excess and burdensome in
the ordinary course of DirecTV's business.

DirecTV asserts that, given the small monetary value of any De
Minimis Assets in relation to the magnitude of its overall
operations, it would not be an efficient use of the estate's
resources to seek Court approval every time it has the
opportunity to sell.  Mr. Waite maintains that the best recourse
would be to sell each De Minimis Asset for the highest and best
offer, taking in consideration the particular exigencies and
circumstances.

In this regard, the Debtor will implement these procedures with
respect to the sales:

   (a) The Debtor will notify:

         (i) any known affected creditor asserting a Lien on any
             De Minimis Asset for sale;

        (ii) the counsel for Hughes Electronics Corporation, as
             lender; and

       (iii) the counsel for the Official Committee of Unsecured
             Creditors;

   (b) The notice will contain a general description of any De
       Minimis Assets for sale, any commissions paid to third
       parties who would sell or auction the Assets, and the
       purchase price; and

   (c) If none of the parties receiving the notice objects within
       five business days of its receipt, DirecTV may immediately
       finalize the transaction, including making any disclosed
       payments to the third party brokers or auctioneers.  If an
       objection that is received within the period cannot be
       resolved, the Asset will not be sold except upon Court
       order.

Mr. Waite contends that the procedures are fair and reasonable
because:

   -- if a holder of a lien, claim or encumbrance, as one of
      the Sale Notice Parties, receives the requisite notice
      and does not timely object, that holder will be deemed to
      have consented to the sale and the property can be sold
      free and clear of any liens, claims or encumbrances;

   -- any agreement reached as a result of a sale of De Minimis
      Assets will be an arm's-length transaction entitled to
      the protections of Section 363(m); and

   -- DirecTV is selling the De Minimis Assets to reduce
      indebtedness and improve liquidity, thereby facilitating
      the formulation and ultimate confirmation of a
      reorganizing plan and yielding the highest possible
      return to its creditors. (DirecTV Latin America Bankruptcy
      News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


DVI INC: Fitch Keeps Ratings Watch on Sponsored Securitizations
---------------------------------------------------------------
On July 1, 2003, Fitch Ratings placed all DVI, Inc. sponsored
medical equipment lease transactions on Rating Watch Negative.

This action reflected Fitch's concern that the downgrade of DVI's
senior unsecured rating could result in reduced financial
flexibility that could ultimately pressure ABS collateral
performance.

On August 25, 2003 DVI announced that it had filed for bankruptcy
under Chapter 11 of the U.S. Bankruptcy Code. The bankruptcy
filing constitutes both a Servicer Event of Default and an
Amorization Event under the terms of the transactions' documents.
At that time, the noteholders were enabled to transfer servicing
to U.A. Bank, N.A., the back up servicer, if they elect to do so.
On September 11, 2003, an Indenture Event of Default was declared
by the Trustee due to DVI's failure to make full payments of
principal outstanding on the notes as of the August 2003 payment
date. The trustee also indicated that DVI has breached covenants
of the transactions' documents due to its failure to make servicer
advances with respect to the September 2003 payment date, its
failure to provide the monthly servicer report for the September
2003 payment date, and its failure to pay certain personal
property or other taxes on certain contracts or equipment as
required by the transactions' documents. The continuation of these
breaches for a period of over 30 days also constitutes an
Indenture Event of Default under the documents of several of the
transactions.

Fitch is particularly concerned over the timeliness and accuracy
of data on the monthly servicing reports. The most recent monthly
servicer reports received by Fitch from the trustee are dated as
of the August 2003 payment date and reflect performance for the
period ending July 31, 2003. In its review of these reports, Fitch
noted discrepancies regarding servicer advances and that defaults
were not being properly reflected in the pool collateral balance.
Fitch has yet to receive from the trustee or the servicer an
expected time frame for the resolution of these issues . Fitch has
also noted that the bankruptcy of DVI may negatively impact the
financial condition of DVI Business Credit borrowers in the near
term. To the extent that there are large concentrations of DVIBC
borrowers who are also lessees in the DVI equipment lease
securitizations, there may be an acceleration of delinquencies and
defaults that would be reflected in the transactions over a very
short time frame.

Fitch is also concerned about the potential deterioration of DVI's
ability to continue servicing the portfolio with a reduced work
force and if DVI's bankruptcy status changes from a reorganization
to a liquidation. While U.S. Bank has indicated to Fitch that they
have the capacity and ability to assume full servicing of the
portfolios in a period of a few days, Fitch believes that,
consistent with other servicing transfers, there may be an
additional stress on collateral performance upon a servicing
transfer. Fitch will continue to closely review deal performance
and Fitch's ratings on the DVI equipment lease securitizations
remain of Rating Watch Negative. However, the timing and magnitude
of any rating actions may be accelerated based upon the timing,
quantity and quality of information that Fitch receives.

58 classes of notes worth $1.65 billion are affected.

The following classes remain on Rating Watch Negative

     DVI Receivables VIII, L.L.C., Series 1999-1

        -- Class A-5 notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A';
        -- Class D notes are rated.
        -- Class E notes are rated 'BB'.

     DVI Receivables X, L.L.C., Series 1999-2,
     all outstanding classes;

        -- Class A-4 notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A';
        -- Class D notes are rated 'BBB';
        -- Class E notes are rated 'BB'.

     DVI Receivables XI, L.L.C., Series 2000-1.
     all outstanding classes;

        -- Class A-4 notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A';
        -- Class D notes are rated 'BBB';
        -- Class E notes are rated 'BB';

     DVI Receivables XII, L.L.C., Series 2000-2,
     all outstanding classes;

        -- Class A-4 notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A';
        -- Class D notes are rated 'BBB';
        -- Class E notes are rated 'BB'.

     DVI Receivables XIV, L.L.C., Series 2001-1,
     all outstanding classes;

        -- Class A-3 and A-4 notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A';
        -- Class D notes are rated 'BBB';
        -- Class E notes are rated 'BB'.

     DVI Receivables XVI, L.L.C., Series 2001-2,
     all outstanding classes;

        -- Class A-3 and A-4 notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A';
        -- Class D notes are rated 'BBB';
        -- Class E notes are rated 'BB'.

     DVI Receivables XVII, L.L.C., Series 2002-1,
     all outstanding classes;

        -- Class, A-3A and A-3B notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A'
        -- Class D notes are rated 'BBB';
        -- Class E notes are rated 'BB'.

     DVI Receivables XVIII, L.L.C., Series 2002-2,
     all outstanding classes;

        -- Class A-2A, A-2B, A-3A and A-3B notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A';
        -- Class D notes are rated 'BBB';
        -- Class E notes are rated 'BB'.

     DVI Receivables XIX, L.L.C., Series 2003-1,
     all outstanding classes.

        -- Class A-1 notes are rated 'F1+';
        -- Class A-2A, A-2B, A-3A and A-3B notes are rated 'AAA';
        -- Class B notes are rated 'AA';
        -- Class C notes are rated 'A';
        -- Class D notes are rated 'BBB';
        -- Class E1 and E2 notes are rated 'BB'.

     DVI Business Credit Receivables Corp. III, Series 1998-1

        -- Class B notes are rated 'AAA';
        -- Class C notes are rated 'CCC'.

     DVI Business Credit Receivables Corp. III, Series 1999-1

        -- Class C notes are rated 'A';
        -- Class D notes are rated 'BBB'
        -- Class E notes are rated 'BB'.


DVI INC: Seeks OK to Turn to UBS Securities for Financial Advice
----------------------------------------------------------------
DVI, Inc., and its debtor-affiliates are seeking permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
UBS Securities LLC as Financial Advisors during these Chapter 11
cases and all related matters.

The Debtors and their non-debtor affiliates previously employed
UBS Securities as financial advisors for services similar to some
of those that the Debtors are asking UBS Securities to provide
during these chapter 11 cases.  Because of this previous
engagement, UBS Securities possesses a great deal of institutional
knowledge concerning the Debtors and is already familiar with the
Debtors' business affairs.

As the Debtors' Financial Advisors, UBS Securities will:

     a. advise and assist the Debtors with respect to any
        restructuring of the Debtors' liabilities including:

          i) assisting the Debtors in reviewing and analyzing
             the Debtors, their business, assets, liabilities,
             historical performance and future prospects;

         ii) advising and assisting the Debtors in reviewing,
             analyzing, structuring and negotiating the
             financial aspects of potential Restructuring
             Transactions; and

        iii) advising and assisting the Debtors in formulating a
             plan of reorganization and/or analyzing any
             proposed plan, including assisting in the plan
             negotiation and confirmation process;

     b. advise and assist the Debtors with respect to any
        potential sale, transfer or other disposition of the
        securities, assets or business of the Debtors:

          i) assisting the Debtors in preparing marketing
             materials;

         ii) assisting the Debtors in identifying, contacting
             and evaluating potential purchasers; and

        iii) advising and assisting the Debtors in analyzing,
             structuring, and negotiating the financial aspects
             of any proposed M&A Transaction;

     c. advise and assist the Debtors in analyzing, structuring
        and negotiating the financial aspects of any debtor-in-
        possession financing;

     d. assist the Debtors in reviewing and considering whether
        to pursue any potential debt or equity financing,
        whether public, private or otherwise; and

     e. assist the Debtors in periodically reporting to the
        Bankruptcy Court and parties in interest in these
        bankruptcy cases.

UBS Securities will be compensated with:

     a. a $150,000 monthly cash advisory fee;

     b. a $4 million Restructuring Transaction Fee;

     c. an M&A Transaction Fee equal to 1.0% of the Transaction
        Value; and

     d. a DIP Financing Fee equal to 0.5% of the total committed
        amount of any DIP Financing.

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


DYNEGY INC: Posts Management Appointments in Third Quarter 2003
---------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) has announced the appointments in the third
quarter 2003 of the following individuals in the company's Power
Generation and Natural Gas Liquids segments and its Corporate
area:

-- Lynn Lednicky to senior vice president of Strategic Planning &
   Business Development in Dynegy's Corporate area. Lednicky, who
   has been with Dynegy and its predecessor companies for 12
   years, previously served as senior vice president of
   Origination in Dynegy's Power Generation segment;

-- Rich Eimer to senior vice president of Operations in Dynegy's
   Power Generation segment. Eimer, who has more than 30 years of
   experience with Dynegy and its predecessor companies,
   previously served as senior vice president of Dynegy Midwest
   Generation, Inc.;

-- Marc Breitling to vice president with responsibility for the
   Louisiana Gulf Coast region in Dynegy's Natural Gas Liquids
   segment. Breitling, who has been with Dynegy and its
   predecessor companies for 24 years, previously served as vice
   president in the segment's Strategic Market Analysis group;

-- Gary Hickey to vice president of Environmental, Health and
   Safety in Dynegy's Power Generation segment. Hickey, who has 27
   years of experience with Dynegy and its predecessor companies,
   previously served as vice president in DMG's Electric System
   Operations group;

-- Lisa Krueger to vice president of Origination in Dynegy's Power
   Generation segment. Krueger, who has 17 years of experience
   with Dynegy and its predecessor companies, previously served as
   vice president of Environmental, Health and Safety in Dynegy's
   Power Generation segment; and

-- Keith McFarland to vice president of DMG. McFarland, who has 17
   years of experience with Dynegy and its predecessor companies,
   previously served as vice president responsible for DMG's
   Baldwin Energy Complex.

"These appointments reflect the contributions these managers have
made to the company and their abilities to step up to new
challenges as we continue to move the company forward," said Bruce
A. Williamson, Dynegy Inc. president and chief executive officer.
"Together with their teams, they will play an important role as we
advance our rebuilding efforts in terms of a renewed strategic
direction and continued safe, cost-efficient operations."

Dynegy Inc. provides electricity, natural gas, and natural gas
liquids to wholesale customers in the United States and to retail
customers in the state of Illinois. The company owns and operates
a diverse portfolio of energy assets, including power plants
totaling approximately 13,000 megawatts of net generating
capacity, gas processing plants that process more than 2 billion
cubic feet of natural gas per day and approximately 40,000 miles
of electric transmission and distribution lines.

As reported in Troubled Company Reporter's August 5, 2003 edition,
Fitch Ratings assigned a 'B' rating to Dynegy Holdings Inc.'s
$700 million 10.125% second priority senior secured notes due
2013, $520 million 9.875% second priority senior secured notes due
2010, and $225 million floating rate second priority senior
secured notes due 2008 priced at Libor plus 6.50%.

Fitch also assigned a 'CCC+' rating to Dynegy Inc.'s $175 million
4.75% convertible subordinated debentures due 2023. DYN's
convertible debentures are guaranteed on a senior unsecured basis
by DYNH. The DYNH Notes and the DYN convertible debentures are
being sold through private placement. In addition, DYNH's
outstanding $360 million Term B loan is upgraded to 'B+' from 'B'
as a result of improved collateral coverage following application
of the Note proceeds. The Rating Outlook for the DYN and its
affiliates is changed to Positive from Stable.


ECHO SPRINGS WATER: CCAA Protection Extended Until October 17
-------------------------------------------------------------
Echo Springs Water Corp. (EWC - TSX VENTURE EXCHANGE) has been
granted an extension of the order granted to the Corporation by
the Ontario Superior Court on August 18, 2003 under the Companies
Creditors Arrangement Act (Canada).

Under the terms of the extended order, the previously granted stay
of enforcement proceedings by creditors against the Corporation
will continue until October 17, 2003. This will allow the
Corporation to pursue ongoing negotiations with the Corporation's
creditors with a view to reaching agreement on a restructuring
proposal and will afford Aurora Beverage Corporation an
opportunity to proceed with its previously announced proposed
take-over bid for the common shares of the Corporation that it
does not already own.

As part of the restructuring process, operations at the
Corporation's Alberta bottling plant have been suspended to reduce
production costs. Currently, all orders are being filled from the
Corporation's Mississauga facility.

Echo Springs Water Corp. bottles, markets and distributes natural
spring water in Canada and the United States, under its brands
Echo Springs and Canada's Choice and also private label brands.
The Corporation is a member of the International Bottled Water
Association and the Canadian Bottled Water Association, and its
products meet the U.S. Food and Drug Administration standards.


ENRON CORP: Secured Court Approval of GE Settlement Agreement
-------------------------------------------------------------
With the agreement of the Enron Debtors, the Creditors' Committee,
Mission Iowa Wind Company and Storm Lake Power Partners I LLC,
Waverly Light & Power and Fortis Bank, Judge Gonzalez rules that:

A. From the proceeds GE will pay pursuant to the Purchase
   Agreement and received directly or indirectly by Enron Wind,
   Enron Wind will establish a fund amounting to $25,000,000
   to which Enron and its affiliated Chapter 11 debtors will
   subordinate, and to which Enron will cause its non-debtor
   affiliates to subordinate, any claims or right to distribution
   they may have against Enron Wind to the allowed claims of
   third party creditors unaffiliated with Enron, with the
   effect that the fund will be available exclusively for
   distribution to Wind Creditors unless or until the claims of
   Wind Creditors are paid in full.  The Reserved Fund will not
   be used to satisfy the claims asserted by the Non-Wind
   Affiliates or the obligations the Non-Wind Affiliates owed
   unless or until the claims of the Wind Creditors are paid in
   full.  The Reserved Fund will be held in a segregated account
   by Enron Wind separate from the other assets of the Debtors;

B. Enron and certain of its non-Enron Wind affiliates assert
   certain prepetition claims against Enron Wind.  The Non-Wind
   Affiliates also assert certain claims against the European
   Asset Sellers.  Mission Iowa and all other parties reserve
   all rights to challenge, re-characterize, or seek
   subordination of these claims.  Nothing in the agreement is a
   waiver of any rights or an acknowledgement that any of the
   Non-Wind Affiliates have valid claims against Enron Wind, the
   other Asset Sellers or any other party;

C. The purpose of the Reserved Fund is to create a $25,000,000
   fund for the benefit of third party creditors with claims
   against the U.S. Asset Sellers, at the level that the
   Non-Wind Affiliates assert their claims against the U.S.
   Asset Sellers.  Enron Wind will segregate not less than
   $25,000,000 of the Sale Proceeds paid by GE pursuant to the
   Purchase Agreement so that it will be able to fully fund the
   Reserved Fund.  In the event that there are insufficient Sale
   Proceeds received directly or indirectly by Enron Wind from GE
   to fully fund the Reserved Fund, other assets of Enron Wind
   as may be necessary to complete funding will be placed in the
   Reserved Fund.  Furthermore, in the event the Non-Wind
   Affiliates hold claims against U.S. Asset Sellers other than
   Enron Wind, the Court will have the power to equitably modify
   the Reserved Fund so that the purpose of the subordination
   will be fully effectuated;

D. In recognition of the substantial contribution Mission Iowa
   made in securing the relief provided, the Debtors and
   the Creditors' Committee agree not to oppose a motion by
   Mission Iowa for an allowed administrative expense claim in
   the Chapter 11 case of Enron Wind pursuant to Section
   503(b)(3)(D) of the Bankruptcy Code in an amount not to
   exceed $575,000, which claim will be applied against and
   paid solely out of the Reserved Fund.  No other postpetition
   professional expenses or administrative claims will be paid
   out of the Reserved Fund unless there will not be sufficient
   funds from other sources of the Debtors to satisfy the
   expenses or administrative claims;

E. All disputes regarding the allocation of the Sale Proceeds
   of the Enron Wind Business are resolved and settled, and the
   Debtors will promptly dismiss the appeal of the District
   Court Order to the Second Circuit Court of Appeals;

F. The Debtors will attempt to identify any proof of claim filed
   against Enron Wind or any of its subsidiary Debtors which
   properly should have been filed in a different Chapter 11
   case than that in which it was filed and will use their
   commercially reasonable efforts to object to any claim; and

G. The Parties reserve all of their rights, claims and defenses
   with respect to (i) the validity, priority or allowance of any
   claim by any of the Parties against the Debtors, (ii)
   substantive consolidation involving any of the Debtors'
   estates, and (iii) a plan of reorganization involving any of
   the Debtors. (Enron Bankruptcy News, Issue No. 78; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)


FAO INC: Second Quarter 2003 Net Loss Stands at $19 Million
-----------------------------------------------------------
FAO, Inc. (Nasdaq: FAOO), a leader in children's specialty
retailing, reported results for the second quarter and first half
ended August 2, 2003.

      Second Quarter 2003 - Results for the Thirteen Weeks
                       Ended August 2, 2003

Net sales for the second quarter ended August 2, 2003 were $46.3
million, compared to $90.0 million in the second quarter of Fiscal
2002. Operating loss for the second quarter was $16.3 million,
compared to an operating loss of $15.9 million in the same period
last year. Net loss for the second quarter was $18.8 million,
compared to a net loss of $18.2 million in the second quarter of
Fiscal 2002.

       First Half of 2003 - Results for the Twenty-Six Weeks
                        Ended August 2, 2003

Net sales for the first half ended August 2, 2003 were $119.1
million compared to $177.9 million in the first half of Fiscal
2002. Operating loss for the first half was $56.7 million compared
to an operating loss of $30.9 million in the same period last
year. Net loss for the first half of Fiscal 2003 was $2.0 million,
compared to a net loss of $35.3 million in the first half of
Fiscal 2002.

On January 13, 2003, the Company filed for protection under
Chapter 11 of the United States Bankruptcy Code. The Company's
First Amended Joint Plan of Reorganization was confirmed by the
Bankruptcy Court on April 4, 2003, and became effective when the
Company emerged from bankruptcy on April 23, 2003. The Company
significantly restructured its operations during the period the
Company operated under bankruptcy protection and extending into
the thirteen weeks ended August 2, 2003. As part of this
restructuring the Company closed 111 stores, liquidated
discontinued inventories, closed a distribution center, reduced
administrative staff, relocated administrative offices in New York
and Los Angeles and compromised bankruptcy claims which the
Company is currently in the process of resolving with claimants.
The bankruptcy process required that the Company pay significant
costs and expenses including professional fees. Because of this
activity the results of operations for the Company's second
quarter and first half ended August 2, 2003 are not comparable to
results for the prior year periods nor, because of this activity
and the seasonal nature of the Company's businesses, indicative of
future results.

As previously disclosed in the Company's quarterly report for the
quarter ending May 3, 2003, a significant reduction of inventory
purchases occurred while the Company was operating under
bankruptcy court protection during its first fiscal quarter of
2003, which left the Company in a poor in-stock position on its
key selling inventory. As a result the Company's sales and
operating results were negatively impacted during the thirteen
weeks ended August 2, 2003. The Company encourages interested
parties to review its quarterly report for the periods ended
August 2, 2003 for a more detailed discussion of the Company's
operating results for such periods.

FAO, Inc. owns a family of high quality, developmental,
educational and care brands for infants, toddlers and children and
is a leader in children's specialty retailing. FAO, Inc. owns and
operates the renowned children's toy retailer FAO Schwarz(R); The
Right Start(R), the leading specialty retailer of developmental,
educational and care products for infants and toddlers; and Zany
Brainy(R), the leading retailer of development toys and
educational products for kids.

For additional information on FAO, Inc. or its family of brands,
visit the Company on line at http://www.irconnect.com/faoo/


FARMLAND FOODS: Smithfield Foods Will Review Cargill's Offer
------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) said that once it receives a
copy of the Cargill, Inc., bid for Farmland Foods it would review
the matter. The company said that it would consider all of its
alternatives and take whatever action it believes is in the best
interests of Smithfield shareholders and all of the Farmland
constituencies.

On July 15, Smithfield Foods entered into a definitive "stalking
horse" asset purchase agreement with Farmland Industries, Inc.
under which Smithfield would acquire all of the assets, and
certain liabilities, of Farmland Foods, Farmland's pork production
and processing business. Farmland Industries is currently
operating under Chapter 11 of the U.S. Bankruptcy Code.

The company expects the Bankruptcy Court to set an auction date to
sell Farmland Foods within the next month.

With annualized sales of $8 billion, Smithfield Foods is the
leading processor and marketer of fresh pork and processed meats
in the United States, as well as the largest producer of hogs. For
more information, visit www.smithfieldfoods.com


FIRST VIRTUAL COMMS: Fails to Meet Nasdaq Listing Requirements
--------------------------------------------------------------
First Virtual Communications, Inc. (Nasdaq: FVCX), a premier
provider of rich media web conferencing and communications
solutions, received a Nasdaq Staff Determination on September 5,
2003, indicating that the Company fails to comply with the minimum
stockholders' equity requirement for continued listing set forth
in Marketplace Rule 4310(C)(2)(B) or the alternative minimum
market value of listed securities or net income requirements there
under and that its securities are therefore subject to delisting
from The Nasdaq SmallCap Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review this Staff Determination. While
there can be no assurance that the Panel will grant the Company's
request for continued listing, the Company's management is
actively working to regain compliance.

First Virtual Communications is a premier provider of rich media
web conferencing and communications solutions. The Company's
award-winning Click to Meet(TM) product line is enterprise-class
software that enables corporate, education, healthcare and
government customers worldwide to present, share, sell, train and
collaborate. Click to Meet integrates the user's choice of data,
audio and multipoint interactive video into existing work
environments and into everyday communication tools such as instant
messaging, web browsing and e-mail. Click to Meet software
solutions are widely deployed in over 1,500 customer locations and
excel in such challenging environments such as military
intelligence, emergency response, disaster recovery, corporate
training and geographically dispersed tele-working locations,
among others. Headquartered in Redwood City, California, First
Virtual Communications has operations in France, United Kingdom,
Japan and China. More information about First Virtual
Communications can be found at http://www.fvc.com

                       *      *      *

               Liquidity and Capital Resources

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

Since inception, the Company has financed its operations primarily
through private and public placements of equity securities,
revenue from sales of the Company's products and services and to a
lesser extent through certain credit facilities and long-term
debt, including the $3.0 million of term loan drawn down on
June 23, 2003. As of June 30, 2003, the Company had cash and cash
equivalents and short-term investments of $6.2 million.

In order to improve liquidity and reduce costs, the Company
completed the following actions in April 2003. The Company reached
agreement with its bank for a $3 million credit facility that may
be used by the Company at any time prior to December 31, 2003. The
interest rate is equal to the bank's prime rate plus 2.25% with a
floor at 6.5%. The Company paid a $22,500 commitment fee at the
closing and is subject to a commitment fee of 0.25% per annum on
any unused borrowings, with this fee paid quarterly. Funds drawn
under the facility will be recorded as a secured term loan, fully
amortized and repaid over a three-year period. The term loan
facility is secured by all of the Company's assets, including
intellectual property rights, and contains certain financial
covenants, including the maintenance of cash deposits at the bank
of not less than $2.9 million, as well as a liquidity covenant.
The liquidity covenant requires that the sum of (i) the amount of
the Company's unrestricted cash on deposit in the bank, plus (ii)
the Company's eligible accounts receivable, divided by (iii) the
amount outstanding under the loan agreement be at all times equal
to 2.0 or higher. The liquidity covenant is only applicable if the
loan is drawn down. On June 23, 2003, $3.0 million of term loan
was drawn down and outstanding.

The Company also entered into a private equity line financing
agreement with Ralph Ungermann, Executive Chairman of the
Company's Board of Directors, under which the Company may require
Mr. Ungermann to purchase up to $1 million of its common stock at
a purchase price of $1.55 per share during the period from
April 14, 2003 through April 13, 2004. The Company may draw down
funds under the private equity line financing agreement up to four
times during the 12-month term of the agreement, with each draw
for a minimum of $250,000.

In April 2003, the Company also signed an agreement with its
landlord to terminate the Company's lease for its Santa Clara,
California headquarters and executed a new lease that will reduce
annual rental expense and cash payments by approximately $900,000
for each of the next five years.

The Company has experienced significant net operating losses since
inception. In the six months ended June 30, 2003, the Company
incurred losses of $5.0 million and used $4.9 million of cash in
its operating activities. In the comparable period of 2002, the
Company incurred net losses of $6.2 million and used $3.1 million
of cash in its operating activities. Management currently expects
that operating losses and negative cash flows will continue for
the foreseeable future and that the Company's existing cash and
investments, together with the funds provided pursuant to its
credit facility with its bank and the financing agreement with
Mr. Ungermann are adequate to fund the Company's operations
through the first quarter of 2004. However, the Company's cash
requirements depend on several factors, including the rate of
market acceptance of its products and services, the ability to
expand and retain its customer base and other factors. If the
Company fails to achieve its planned revenue or expense targets,
management believes that it has the plans, intent and ability to
curtail capital and operating spending to ensure that cash and
investments will be sufficient to meet the Company's cash
requirements through March 31, 2004.

In order to pursue business opportunities, the Company will be
required to seek equity investments from existing or potential
strategic partners in the future. Should the Company sell
additional equity, the sale may result in dilution to the
Company's current stockholders. The Company also plans to raise
equity from the public and/or private equity markets that will
likely result in dilution of the Company's current stockholders.
There can be no assurance that any financing will be available at
acceptable terms or at all.

In the six months ended June 30, 2003, cash used in operating
activities totaled $4.9 million, compared to $3.1 million in the
six months ended June 30, 2002. The change in cash provided or
used by operating activities reflects our operating performance
and the timing of receipts and disbursements. During the six
months ended June 30, 2003, net cash used in operating activities
of $4.9 million was comprised of the net loss of $5.0 million and
a $1.3 million increase in current net assets, partially offset by
$1.5 million of adjustments for non-cash items such as
depreciation, amortization and a loss on disposal of fixed assets.
The increase in current net assets consisted of increases in
receivables of $477,000 and prepaid expenses and other assets of
$353,000, reductions in accounts payable of $147,000, accrued
liabilities of $681,000 and deferred revenue of $217,000, offset
in part by a $535,000 reduction in inventory. During the six
months ended June 30, 2002, net cash used in operating activities
was $3.1 million. This was comprised of the net loss of $6.2
million and a $107,000 increase in current net assets, partially
offset by $3.1 million of adjustments for non-cash items such as
depreciation, amortization and increases in the provisions for
doubtful accounts and inventory. The increase in current net
assets consisted of increases in receivables of $441,000 and
prepaid expenses and other assets of $121,000 and a reduction in
accrued liabilities of $1.2 million, offset in part by a $549,000
reduction in inventory and increases in accounts payable of
$104,000 and deferred revenue of $1.2 million.

Cash used in investment activities totaled $461,000 for the six
months ended June 30, 2003, primarily for the acquisition of
property and equipment. Cash provided by investment activities
totaled $1.4 million for the six months ended June 30, 2002,
primarily resulting from $1.8 million of net sales and maturities
of short-term investments, partially offset by the acquisition of
property and equipment.

Cash provided by financing activities was $3.1 million for the six
months ended June 30, 2003, principally consisting of proceeds
from a term loan facility with our bank. Cash provided by
financing activities was $5.0 million for the six months ended
June 30, 2002, primarily from the issuance of stock.

At June 30, 2003, First Virtual Communications' balance sheet
shows a working capital deficit of a little over $1 million, while
total shareholders' equity deficit dwindled to about $2 million
from about $7 million six months ago.


FMC CORP: Will Present at Credit Suisse First Boston Conference
---------------------------------------------------------------
FMC Corporation (NYSE: FMC) Chairman, President and CEO William G.
Walter will address the Credit Suisse First Boston 16th Annual
Chemical Conference in New York on September 18, 2003, at 8:45
a.m. EDT.

A live webcast of Mr. Walter's presentation, including an
electronic copy of the presentation slides, will be provided on
FMC's Web site at http://ir.fmc.com  A replay of the presentation
will be available for 30 days.

FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes
Rating, Negative) is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.


FOREST CITY: Reports Weaker 2nd Quarter 2003 Financial Results
--------------------------------------------------------------
Forest City Enterprises, Inc. (NYSE:FCEA)(NYSE:FCEB) announced net
earnings, revenues and EBDT for the second fiscal quarter and the
six months ended July 31, 2003.

Net earnings for the fiscal 2003 second quarter were $6.6 million,
compared with $12.7 million for the fiscal 2002 second quarter.
Net earnings for the six months ended July 31, 2003 were $21.4
million, compared with $22.8 million for the six months ended
July 31, 2002. The decline in net earnings was primarily
attributable to a one-time expense of $7.5 million (after-tax)
related to the Company's public offering of senior notes completed
during the second fiscal quarter of 2003.

Second-quarter consolidated revenues increased 6.4 percent to
$252.1 million compared with $237.0 million in the prior year's
second quarter. Consolidated revenues for the six months ended
July 31, 2003 increased 10.6 percent to $496.0 million compared
with $448.3 million for the six months ended July 31, 2002.

EBDT (Earnings Before Depreciation, Amortization and Deferred
Taxes) for the second fiscal quarter was $50.3 million, or $0.99
per share, compared with last year's second-quarter EBDT of $43.6
million or $0.87 per share. EBDT for the six months ended July 31,
2003 was $101.7 million, compared with last year's $83.5 million.

"EBDT results have been driven by growth in total Net Operating
Income with a more modest increase in total (property) interest
expense resulting from significantly lower interest rates," said
Charles A. Ratner, president and chief executive officer of Forest
City Enterprises.

"This NOI growth is attributable primarily to the new properties
added to our portfolio in 2002 and the first half of 2003.
Additionally, the timing of certain transactions, including the
recognition of residential note income and retail outlot sales,
generated income that we don't anticipate will recur in the second
half of 2003. The impact of these transactions together with a
favorable variance in current taxes over the first half of last
year more than offset the one-time costs related to our public
offering of senior notes. Results from our Land Development Group
are slightly below the same period last year due to non-recurring
sales to retailers in 2002. Single-family residential sales at
both Stapleton and Central Station remain strong and according to
plan.

"Although our total NOI continues to grow, our comparable
operating properties are struggling to maintain equilibrium.
Comparable property NOI -- that is to say, NOI from properties
opened and operated in both 2003 and 2002 -- was down in the first
half of 2003 - 2.8 percent (based on the pro-rata consolidation
method of accounting -- see attached Exhibit, which also includes
Comparable Property NOI on the full consolidation method). Our
retail portfolio was up 2.1 percent, offices were flat at -0.3
percent, and residential (-5.3 percent) and hotels (-33.5 percent)
were down - as expected. Occupancies have held stable since year-
end with retail at 91 percent, office at 92 percent, and
residential at 91 percent."

Comparable NOI is a non-Generally Accepted Accounting Principle
financial measure that is provided to supplement information
presented in the Company's Form 10-Q. We believe comparable NOI is
useful to our investors because it measures the performance of the
same properties on a period-to-period basis. See attached Exhibits
for a reconciliation of NOI to net earnings, the most comparable
financial measure calculated in accordance with GAAP.

EBDT is a non-GAAP measure that is provided here as a supplement
to net earnings and net earnings per share prepared in accordance
with GAAP. The Company believes net earnings is the most
comparable GAAP measure to EBDT. A reconciliation of EBDT to net
earnings is provided in the financial highlights table section of
this news release. While property dispositions, acquisitions or
other factors can impact net earnings in the short term, the
Company believes EBDT gives a more consistent view of Forest
City's overall financial performance from quarter to quarter and
year to year.

                    Public Debt Offering

As previously mentioned, the Company incurred a one-time expense
of $7.5 million, after-tax, related to its recent public offering
of senior notes in the second fiscal quarter of 2003. In May, the
Company took advantage of favorable conditions in the corporate
bond market by issuing $300 million of 7.625 percent senior notes,
due June 1, 2015.

After payment of $8.1 million for offering costs, in June 2003,
the Company used $208.5 million of the proceeds to redeem all of
its outstanding 8.5 percent senior notes due in 2008. The
remainder of the proceeds, $83 million, were used to repay $73
million outstanding under the revolving portion of the Company's
long-term credit facility and for general working capital
purposes. Forest City was able to extend the maturity of its
corporate debt while lowering the interest rate, significantly
enhancing its financial flexibility and improving liquidity.

     Quarterly Portfolio and Development Pipeline Highlights

New York City

During the second quarter, Forest City completed Nine MetroTech
Center South, a 19-story, 650,000-square-foot office building that
is part of the 16-acre MetroTech Center corporate campus in
downtown Brooklyn. Nine MetroTech Center South is the first
commercial office building developed in New York City since the
September 2001 terrorist attacks. The building opened to its
primary tenant -- Empire Blue Cross and Blue Shield, one of the
largest health insurers in New York State -- just 19 months after
groundbreaking. The project was completed on budget, financed with
long-term fixed-rate debt within two weeks of opening, and is
currently 90 percent leased.

Construction continues on Twelve MetroTech Center, a 32-story,
1.1-million-square-foot office building in Brooklyn, that will be
the future home of the local court system and state and city
agencies. It is scheduled to open in 2005. Forest City also
reported progress at other projects in Brooklyn: Brooklyn Commons,
a 150,000-square-foot specialty retail center, due to open this
fall and Atlantic Terminal, which includes 400,000 square feet of
office space and 373,000 square feet of retail, which are under
construction and scheduled to open in 2004.

In Manhattan, the 146,000-square-foot Harlem Center office
building is under construction and due to open in early 2004;
126,000 square feet of retail space at Harlem Center opened during
the third quarter of 2002. Forest City is also continuing the
development of the New York Times Headquarters building in
Manhattan.

The Company recently secured financing on three retail projects in
the New York City metropolitan area - Woodbridge Crossing, Harlem
Center, and Brooklyn Commons - with long-term fixed-rate
mortgages, taking advantage of the low interest rate environment.

Cambridge, Massachusetts

During the second fiscal quarter, Forest City completed and opened
40 Landsdowne Street, a 100-percent leased, 215,000-square-foot
biotechnology research and office facility located at University
Park at MIT, one of the nation's largest biotechnology office
parks. 40 Landsdowne Street is home to existing University Park at
MIT biotechnology tenant Millennium Pharmaceuticals.

University Park at MIT includes more than 1.5 million square feet
of biotechnology office/lab space, 277 residential units, 2,700
parking spaces, and a 210-room hotel and executive conference
center. Forest City will start construction this year on two
additional residential buildings, totaling 254 units, on the two
remaining undeveloped parcels at this mixed-use project.

Richmond, Virginia

Earlier this month, Forest City opened Short Pump Town Center, a
$185 million (which is the total cost of the project, which the
Company has accounted for on the equity method - see attached
Exhibit), 1.2-million-square-foot, open-air regional lifestyle
center. Short Pump opened 90 percent leased and includes more than
120 stores and restaurants, 40 percent of which are new to the
Richmond area. Short Pump is anchored by Nordstrom, Lord & Taylor
(opening 2004), Hecht's, Dillard's and Dick's Sporting Goods.

The two-level center is a pedestrian-friendly retail and
entertainment destination with canopied walkways, open courtyards,
landscaped gardens, three fountains, a community meeting facility
available to the public, and a food court. The western Richmond
metropolitan area is a fast-growing residential market with some
of the highest incomes in the region. The Company has already
obtained a long-term, fixed-rate mortgage commitment for this
project, which is expected to close in the third fiscal quarter of
2003.

During the second fiscal quarter of 2003, Forest City opened the
Consolidated-Carolina loft-style apartment community at its River
Lofts at Tobacco Row redevelopment in Richmond, Virginia. The
redeveloped Consolidated-Carolina features 158 new one- and two-
bedroom loft apartments and represents the second phase of Forest
City's redevelopment of Tobacco Row. Phase one of the development,
the American Cigar Company building, was completed in 2000 with
171 units. American Cigar is 90 percent leased and Consolidated-
Carolina, which has been open for four months, is currently 44
percent leased; testimony to this strong and growing market's
receptivity to this unique restored historic landmark product.

River Lofts at Tobacco Row will continue to provide further growth
opportunities for Forest City. The Company controls three more
warehouse buildings and two development sites, which are expected
to represent another 300 plus units upon completion. Each of these
Tobacco Row projects will utilize federal and state historic tax
credits and tax-exempt financing, which drives down the cost of
capital and drives up equity returns.

Denver - Stapleton

During the first half of fiscal 2003, Forest City achieved
significant milestones at Stapleton, the redevelopment of Denver's
former airport into one of the premier urban infill communities in
the nation.

Stapleton continues to experience strong demand for single-family
lots. As of the end of the second fiscal quarter, Forest City had
sold 936 lots to homebuilders, who had sold 762 homes to
homebuyers. More than 500 families are now living at Stapleton and
by the end of the year, there are expected to be as many as 800
families living there.

Progress continues at East 29th Avenue Town Center, the first of
several pedestrian-friendly town centers being built at Stapleton.
A 58,000-square-foot grocery store opened in the town center in
July, and another 16 national and local retailers are prepared to
open beginning in the fall.

Stapleton's first residential neighborhood now includes a new
Denver public schools campus, where school started on August 18.
The campus features a traditional elementary school and an
expeditionary learning school. Stapleton is also targeted to be
the home of the Denver School of Science and Technology, a charter
public high school that will provide specialized programming for
young people who are preparing for careers in new technologies.

California

California continues to be an important core market for Forest
City. Projects under construction include Subway Terminal and
Metropolitan Lofts in Los Angeles; Victoria Gardens in Rancho
Cucamonga; and 835 Market Street in San Francisco.

During the second quarter, Forest City continued the redevelopment
of the historic Subway Terminal in downtown Los Angeles. Forest
City's plans for the historic preservation and adaptive re-use of
the building include transforming the upper floors, formerly a 12-
story office building, into 277 loft-style apartments.
Metropolitan Lofts, also in Los Angeles, is an eight-story, 264-
unit loft-style project under construction in the growing South
Park neighborhood. Both of these projects will be financed with
tax-exempt bonds, and Subway Terminal will benefit from the use of
federal and state historic tax credits.

Victoria Gardens is a 1.3 million-square-foot, open-air retail and
entertainment center currently under construction in Rancho
Cucamonga, California. Like Short Pump, Victoria Gardens will meet
consumer demand for an outdoor-oriented, multi-purpose retail,
dining, entertainment and cultural venue. The anchor tenants will
be Macy's, Robinson-May, JC Penney and the Rancho Cucamonga
Cultural Arts Center.

All three projects - Subway Terminal, Met Lofts and Victoria
Gardens - are due to open in fiscal 2004.

Forest City will start construction on 835 Market Street in San
Francisco in the third fiscal quarter of this year. 835 Market
Street will inter-connect at five levels to the
existing/neighboring San Francisco Centre. The combined project
will feature the second-largest Bloomingdale's and Nordstrom
department stores in the country, a state-of-the-art theater
complex and more than 200 specialty stores. 835 Market Street is
scheduled to open in 2006.

                      Investment Strategy

The portfolio and development pipeline highlights described above
reflect Forest City's consistent strategy of investment in core
markets. The Company continues to identify opportunities where it
can invest at returns greater than its cost of capital. In the
first half of fiscal 2003, eight properties were opened
representing $277.4 million based on the full consolidation method
of accounting and $291.7 million of cost at the Company's share
(see attached Exhibit for a comparison of this non-GAAP measure to
GAAP cost), with an expected stabilized weighted average cash on
cost return of 10.9 percent. The Company calculates cash on cost
return by dividing expected stabilized NOI by cost, for which
there is no comparable GAAP financial measure. These returns, when
combined with the Company's exceptional project financing
expertise, allows it to generate significant spreads, resulting in
growth in profitability and value from its portfolio.

While it is clear that the multifamily business is currently soft,
the Company continues to profitably grow its residential
portfolio. All of the residential opportunities described above
have been financed with tax-exempt financing, and the adaptive re-
use properties obtain historic tax credits to further lower the
cost of capital, enabling Forest City to continue to generate
attractive spreads. As described below, Forest City has procured
financing for many of its new properties with long-term fixed-rate
debt at attractive rates, further enhancing the investment spread.

                       Financing Summary

Forest City has been aggressively taking advantage of current
interest rates and attractive debt markets for its project
financings, with primary emphasis on fixed-rate nonrecourse
mortgages. During the first half of fiscal 2003, Forest City
closed on transactions totaling $474.5 million in nonrecourse
mortgage financings, including $324.3 million in refinancings,
$56.4 million in extensions, $2.3 million in acquisitions and
$91.5 million for new development projects. Year-to-date, Forest
City has closed, or committed to, 12 fixed-rate financings at a
weighted average interest rate of 5.86 percent, demonstrating the
Company's success at "locking-in" attractive rates.

At July 31, 2003, the Company's weighted average cost of mortgage
debt decreased to 5.95 percent from 6.34 percent at July 31, 2002,
primarily due to the general decrease in variable interest rates.
Variable-rate mortgage debt, which represented 26 percent of the
Company's total nonrecourse mortgage debt, decreased from 4.50
percent at July 31, 2002 to 3.51 percent at July 31, 2003. Fixed-
rate mortgage debt decreased from 7.14 percent at July 31, 2002 to
6.82 percent at July 31, 2003.

                            Outlook

"We are on track to deliver our 24th consecutive year of EBDT
growth," Ratner said. "At this time, it is clear to us that 2003
is, and will continue to be, a challenging year. Nonetheless, we
are confident that our current portfolio, our new project openings
and development pipeline will enable us to continue to grow
shareholder value.

"Consistent with our strategic plan, we are operating with the
highest level of liquidity in our history, and as a result, we are
able to continue to invest in our properties and grow our
business. At this time, we are comfortable with the consensus
estimate range for fiscal 2003 EBDT per share of $4.05 to $4.15."

Forest City Enterprises, Inc. (S&P, BB+ Corporate Credit Rating,
Stable) is a $5.3 billion NYSE-listed real estate company
headquartered in Cleveland, Ohio. The Company is principally
engaged in the ownership, development, acquisition and management
of commercial and residential real estate throughout the United
States. The Company's portfolio includes interests in retail
centers, apartment communities, office buildings and hotels in 21
states and the District of Columbia.


GENERAL ENVIRONMENTAL: Case Summary & Unsecured Creditor List
-------------------------------------------------------------
Lead Debtor: General Environmental Services, LLC
             P.O. Box 769
             Calvert City, Kentucky 42029

Bankruptcy Case No.: 03-51373

Debtor-affiliates which filed separate chapter 11 petitions:

  Entity                        Case No.            Date Filed
  ------                        --------            ----------
  LWD Field Services, Inc.      03-51019            June 30, 2003
  LWD, Inc.                     03-51021            June 30, 2003
  LWD Land Company, Inc.        03-51022            June 30, 2003
  LWD Trucking, Inc.            03-51023            June 30, 2003
  LWD Sanitary Landfill, Inc.   03-51024            June 30, 2003
  LWD, Inc.                     03-51021            June 30, 2003

Type of Business: Waste management

Chapter 11 Petition Date: September 5, 2003

Court: Western District of Kentucky (Paducah)

Judge: Thomas H. Fulton

Debtors' Counsel: Mark C. Whitlow, Esq.
                  Whitlow, Roberts, Houston & Straub, PLLC
                  P.O. Box 995
                  300 Broadway
                  Paducah, KY 42002-0995
                  Tel: 270-443-4516
                  Fax: 270-443-4571

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Gillespie & Powers, Inc.                              $260,086
P.O. Box 502070
St. Louis MO 63150-2070

BHA Group, Inc.                                        $62,398

Marshall County Treasurer                              $55,865

Envirosafe Services of Ohio                            $44,794

Cananwill Consumer Discount Co.                        $41,978

Waste Management of Kentucky                           $39,667

Kentucky Employer's Mutual Ins                         $34,867

PFS-Premium Finance                                    $32,190

Paducah Bank & Trust Co.                               $27,857

Harbison-Walker Refractories                           $26,787

Precision Steel, Inc.                                  $25,996

K/M Specialty, Inc.                                    $24,818

Marshall County Sheriff                                $21,252

Von Roll America, Inc.                                 $12,239

Atmos Energy Corp.                                     $10,510

Aramark Uniform Services                                $9,953

LCE, Inc.                                               $9,656

Onyx Environmental                                      $9,382

Richard Kemner's Truck Rental                           $9,030

United States Treasury                                  $5,924


GENERAL GROWTH: BB Rating on Potential Preferred Offer Affirmed
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' rating on the $100 million
7.29% senior unsecured notes due 2005-2008 issued by Price
Development Company, L.P., a wholly-owned subsidiary of General
Growth Properties, Inc. (NYSE: GGP). Fitch has also affirmed the
'BB' shelf rating on potential future preferred stock offerings of
GGP.

The Rating Outlook is Stable.

Fitch stresses, however, that the 'BBB-' rating on the Price bonds
reflect unique factors specific to the $100 million issuance,
including the $25 million per year amortization feature and the
fairly de minimis amount of the bonds relative to the company's
total $14 billion market capitalization. Because of these factors,
refinancing risk is perceived to be low. Moreover, although only
minimal structural features are in place to prevent the transfer
of assets out of the Price subsidiary and up to the parent entity,
the current proximity of the unsecured debt to roughly $425
million (gross book value) in unencumbered assets serves as an
additional comfort. In addition to monitoring the GGP entity on a
more global basis, Fitch continues to focus carefully on the Price
sub-portfolio and would regard any material deviation from the
status quo as grounds for a rating action.

The ratings for GGP reflect the consolidated company's good
geographic and tenant diversity, sound property quality and proven
access to the capital markets. Furthermore, GGP's 30-year
operating history and the experience of senior management offer a
longstanding track record of stable operating performance through
a full range of economic cycles. In fact, with year-over-year
same-store net operating income showing no less than a 3.4%
increase per quarter since the economic retraction began in early
2000, and with the most recent quarter's (second-quarter 2003)
rise of 6.5%, GGP has illustrated its capacity to weather the
current round of weakened market conditions.

Fitch's primary concerns, however, include the substantially
encumbered nature of the portfolio, the high floating-rate debt
exposure, which exceeded one-third of total debt as of June 30,
2003, and heightened integration risk given GGP's aggressive
appetite for acquisitions. Furthermore, although general
geographic diversity is solid, Fitch points to significant event
and market concentration risk associated with GGP's Hawaiian
assets, which account for nearly 12% of total property-level NOI.

Meant to reflect a series of late second-quarter 2003 refinancing
activities and the mandatory conversion of the company's $356
million of preferred income equity redeemable stock into common
equity, Fitch's calculated proforma coverage ratios for GGP look
solid for the rating category with proportionately consolidated
operating EBITDA covering interest expense at a multiple of 2.6
times (x). Proforma fixed charge coverage (adjusted to reflect
capital expenditures, straight-lining of rents, capitalized
interest and preferred unit distributions) also appears good at
2.1x, and, after netting out principal amortization, moderately
weaker at 1.8x. Given that debt leverage remains fairly high at
67% of undepreciated book capitalization (71% of undepreciated
book after reflecting the impact of preferred units), some of the
strength in coverage has come via a healthy interest rate subsidy
from its use of floating rate debt.

Headquartered in Chicago, IL, General Growth Properties is an $8.3
billion (undepreciated book capitalization) owner, manager,
developer and redeveloper of regional shopping malls located
throughout the United States. The largest concentrations on an NOI
basis by state include California (12%), Hawaii (12%), Texas (7%),
Michigan (6%) and Florida (6%). As of Sept. 4, 2003, GGP owned
interests in 125 regional shopping malls, 29 community shopping
centers and six office/industrial properties, and managed 41 malls
on behalf of third party owners.


GENERAL MARITIME: Completes Exchange Offer for 10% Senior Notes
---------------------------------------------------------------
General Maritime Corporation (NYSE: GMR) announced that its offer
to exchange all of its outstanding 10% senior notes due March 15,
2013, that were issued in a private placement on March 20, 2003,
for an equal principal amount of 10% senior notes due March 15,
2013, that are registered under the Securities Act of 1933, as
amended, expired at the 5:00 p.m., New York City time, on
September 11, 2003.  Based on a preliminary count, all of the
Outstanding Notes were tendered.

The terms of the Exchange Notes are identical to those of the
Outstanding Notes except that the Exchange Notes are registered
under the Securities Act of 1933 and will not be subject to
restrictions on transfer.  LaSalle Bank National Association acted
as Exchange Agent for the Exchange Offer.

                       Additional Information

The Company has filed a registration statement, including a
prospectus and other related documents, on Form S-4 with the
United States Securities and Exchange Commission in connection
with the Exchange Offer.  The terms of the Exchange Notes are set
forth in that prospectus.

General Maritime Corporation (S&P, BB Corporate Credit Rating,
Stable) is a provider of international seaborne crude oil
transportation services principally within the Atlantic basin and
other regions including West Africa, the North Sea, Mediterranean,
Black Sea and Far East.  General Maritime Corporation owns and
operates a fleet of 46 tankers -- 27 Aframax and 19 Suezmax
tankers -- making it the second largest mid-sized tanker company
in the world with more than 5.5 million dwt.


GRUPO IUSACELL: Receives Notice of Default from Bondholders
-----------------------------------------------------------
Grupo Iusacell, S.A. de C.V. [BMV: CEL, NYSE: CEL] announced that
on September 11, 2003, its main subsidiary, Grupo Iusacell
Celular, S.A. de C.V. received a notice of default and
acceleration from a U.S. law firm representing an informal
committee of beneficial owners of approximately US$77 million in
aggregate principal amount, representing 51.3% of the total amount
outstanding, of Iusacell Celular's 10% Senior Secured Notes due
2004.

The notice of default arises from Iusacell Celular's failure to
make an interest payment on the 2004 Notes in the amount of US$7.5
million due on July 15, 2003. Pursuant to the Notice, the
bondholders declared the entire unpaid principal balance of US$150
million and all accrued and unpaid interest, including defaulted
interest, to be accelerated and immediately due and payable,
pursuant to the Indenture governing the 2004 Notes.

The group of bondholders expressed their goal to establish a
constructive dialogue with the new management team of the Company
and of Iusacell Celular aimed to a fair outcome of a restructuring
process for all stakeholders. The Company reiterated its intention
to maintain the dialogue with all its creditors, including
Iusacell Celular's 2004 Notes holders.

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE: CEL; BMV: CEL) is a
wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida. The Company's service
regions encompass a total of approximately 92 million POPs,
representing approximately 90% of the country's total population.


HAYES LEMMERZ: Court Fixes Avoidance Claim Settlement Guidelines
----------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
in Chicago, Illinois, informs the Court that the Reorganized
Hayes Lemmerz Debtors generally support the proposed Avoidance
Settlement Guidelines.  However, the Reorganized Debtors don't
like the fact that the procedures do not provide them with the
opportunity to review and object to proposed settlements.

The Creditor Trust will be entering into settlements with entities
that may have significant business relationships with and
potential claims against the Reorganized Debtors that are outside
of the scope the Creditor Trust's authority to settle.  To protect
their interests, and to ensure that none of the settlements
purport to impact the Reorganized Debtors' rights, the Reorganized
Debtors suggest that they be provided limited notice of the
proposed settlements, as well as an opportunity to object.

Thus, the Reorganized Debtors want the procedures modified to
require the Creditor Trust to provide a five-business day's
notice by facsimile of the terms of each settlement and allowing
the settlement to be effective if the Reorganized Debtors do not
respond within the five-business day notice period.  The
Reorganized Debtors also suggest that if they responded to any
proposed settlement and no agreement could be reached, the matter
could be scheduled for the next omnibus hearing date.

                     Creditor Trust Responds

The HLI Creditor Trust wants the Court to overrule the
Reorganized Debtors' tardily filed limited objection.  The Trust
asserts that the Objection seeks to impose burdensome
restrictions on the settlement of preference actions in which the
Reorganized Debtors have no pecuniary interest.

The Creditor Trust estimates that there will be as many as 4,000
claims settled pursuant to the Avoidance Settlement Guidelines.
Thus, the time and expense of providing notice of the settlements
to either the Reorganized Debtors or any other party will create
an expense, which will come directly out of the pockets of the
Trust's beneficiaries.

Linda Richenderfer, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, explains that these new requirements go well beyond the
provisions of the reorganization plan drafted and proposed by the
Reorganized Debtors.  Nowhere in the Plan or the Creditor Trust
requires that the Reorganized Debtors be provided with five-
business days' notice of any settlement of a claim prosecuted by
the Creditor Trust.

The Reorganized Debtors' stated reason for seeking pre-
notification of settlements by the Creditor Trust is not to
review the merits of individual settlements but to ensure that
the Creditor Trust does not enter into any settlements involving
claims that have not been assigned to the Creditor Trust under
the Confirmed Plan.  Because the Creditor Trust is limited in its
authority to resolve certain specified causes of action pursuant
to the Plan, which is already binding on creditors and parties-
in-interest, no agreement entered into between the Creditor Trust
and an individual creditor could affect claims outside of the
authority of the Creditor Trust.  The Reorganized Debtors' pre-
notification request is not only unnecessary, Ms. Richenderfer
contends, but it also raises a potentially troublesome issue with
the Reorganized Debtors' role in the prosecution and resolution
of preference actions.

Although there is no reason to provide the Reorganized Debtors
with pre-notification of settlements, Ms. Richenderfer relates
that the Creditor Trust agreed to include a statement in all
settlement agreements which would clarify the limited nature of
any release provided to the claimant.  The Creditor Trust would
include a provision in its settlement agreements, consistent with
the Confirmed Plan, stating that the settlement would not affect
claims between the claimant and the Reorganized Debtors.
However, the Reorganized Debtors rejected this and demanded that
the settlement agreement also provide that the creditors consent
to jurisdiction over the interpretation of the settlement
agreement with the Bankruptcy Court.

Ms. Richenderfer argues that this additional request for consent
to jurisdiction is unnecessary and potentially unlawful.  It will
only create a chilling effect on the Creditor Trust's ability to
finally resolve preference actions.  If the Creditor Trust is
required to condition its settlements on approval by the Debtors,
it allows the Debtors or the vendors -- who have a continuing
business relationship with the Debtor and who have already
exhibited attempts to have the Debtor intercede on their behalf
-- to exercise leverage to get a less favorable settlement on the
Trust's behalf.

                         *     *     *

Judge Walrath orders the Creditor Trust to follow these Avoidance
Claim Procedure Guidelines with respect to settlements of Trust
Avoidance Claims:

A. The Creditor Trust will file with the Court a Notice of
   Settlement of Certain Trust Avoidance Claims, which will be
   accompanied by an exhibit listing the parties to each
   Avoidance Settlement and the Avoidance Settlement amounts,
   along with a form of Order requesting Court approval of the
   Avoidance Settlements;

B. The Notice will be served on all parties on whom service is
   required in these cases;

C. The Creditor Trust will not attach to the Notice the actual
   attachment agreements memorializing the Avoidance Settlements
   reached with the parties listed on the Exhibit.  However, if
   any Settlement Agreement does not conform to one of the two
   forms agreed upon in writing by the Creditor Trust and the
   Reorganized Debtors, other than with respect to the variable
   data fields regarding name of and contact information for the
   settling party and the settlement amount, then, at the time of
   the Notice filing, the Creditor Trust will serve solely on the
   Reorganized Debtors, along with the Notice, copies of any non-
   conforming Settlement Agreements; and

D. The Reorganized Debtors may object to any Avoidance
   Settlements covered by these procedures only with respect to
   any provisions in the Settlement Agreements that do not
   conform to either of the two forms they agreed upon with the
   Creditor Trust.  If the Reorganized Debtors intend to object
   on these grounds, within five business days after service of
   the Notice, they must first notify the Creditor Trust in
   writing of any objection and the grounds for objecting.  The
   parties will undertake all reasonable efforts to resolve any
   objection.  If the Reorganized Debtors and the Creditor Trust
   are unable in good faith, to resolve their differences, the
   Reorganized Debtors may file an objection as to that specific
   Avoidance Settlement in the time period allowed under the
   applicable Rules of Bankruptcy Procedure for the filing of
   objections to the Notice.  In the absence of an objection, the
   Creditor Trust may file a Certificate of No Objection and
   request an order approving the Noticed Settlement. (Hayes
   Lemmerz Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)


HOLLYWOOD ENTERTAINMENT: Wellington Reports 10.424% Equity Stake
----------------------------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, may be deemed to beneficially own 6,355,110 shares of the
common stock of Hollywood Entertainment Corporation, which are
held of record by clients of Wellington Management Company.

The amount held represents 10.424% of the outstanding common stock
of the Company.  Wellington Management holds shared power to vote,
or to direct the vote of, 5,492,940 shares, and shared power to
dispose, or to direct the disposition of, the entire 6,355,110
shares.

The securities are owned of record by clients of Wellington
Management Company. Those clients have the right to receive, or
the power to direct the receipt of, dividends from, or the
proceeds from the sale of, such   securities.

As previously reported, Hollywood Entertainment has a working
capital deficit of about $112 million. Its corporate credit
position is rated by Standard & Poor's at B+.


INFOUSA: Appoints Raj Das as Chief Financial Officer
----------------------------------------------------
infoUSA, (Nasdaq:IUSA) (S&P, BB Corporate Credit Rating, Stable)
the leading provider of proprietary business and consumer
databases and sales and marketing solutions, has appointed Raj Das
as its Chief Financial Officer.

Mr. Das will start at infoUSA immediately, beginning an intensive
90-day training period. During this time, he will work closely
with current CFO Stormy Dean and Chief Accounting
Officer/Assistant CFO Tim Hoffman. Mr. Dean announced his
resignation last month in order to pursue a political career.

Mr. Das has worked in Investment Banking over the last eight
years, most recently as a Vice President for Ladenburg Thalmann &
Co., specializing in Merger and Acquisition and private equity
transactions in the technology and media sectors. His previously
worked for Bear, Stearns & Co., as Vice President, Technology
Investment Banking. While at Bear Stearns, Mr. Das founded the
Wireless Applications Group, originating investment banking
transactions for a leading group of mobile software, services and
solutions companies in both consumer and enterprise applications.
Prior to this, he worked as a Financial Analyst for Smith Barney
Inc., specializing in Mergers & Acquistions and Financial
Restructuring. Mr. Das graduated summa cum laude from The Wharton
School, University of Pennsylvania, where he earned a BS,
Economics.

Vin Gupta, Chairman and CEO, infoUSA, said, "We are very excited
about Raj joining our team. He contributes an exceptional skill
set that combines financial analysis with public market and
valuation experience. As a former Investment Banker, his numerous
industry and banking contacts will be most beneficial in his role
as CFO at infoUSA."

Separately, infoUSA announced that it has appointed Robert Jelinek
as General Manager, Polk City Directory. Mr. Jelinek spent his
entire career at Proctor & Gamble, where, for the past 18 years he
has been extremely successful in senior level sales and sales
management positions. While at P&G, he led a $1 billion revenue
international business unit, with a sales team of over 400
individuals.

Mr. Gupta concluded, "Mr. Jelinek's outstanding track record in
sales and brand management will make him a most valuable asset in
growing and managing our Polk City Directory Division."

infoUSA -- http://www.infoUSA.com-- founded in 1972, is the
leading provider of business and consumer information products,
database marketing services, data processing services and sales
and marketing solutions. Content is the essential ingredient in
every marketing program, and infoUSA has the most comprehensive
data in the industry, and is the only company to own a proprietary
database of 250 million consumers and 14 million businesses under
one roof. The infoUSA database powers the directory services of
the top Internet traffic-generating sites, including Yahoo!
(Nasdaq:YHOO) and America Online (NYSE:AOL). Nearly 4 million
customers use infoUSA's products and services to find new
customers, grow their sales, and for other direct marketing,
telemarketing, customer analysis and credit reference purposes.
infoUSA headquarters are located at 5711 S. 86th Circle, Omaha, NE
68127 and can be contacted at (402) 593-4500.


INNSUITES HOPSITALITY: July 31 Net Capital Deficit Tops $2 Mill.
----------------------------------------------------------------
InnSuites Hospitality Trust  (Amex: IHT) reported revenue of
$13.4 million for the six months ended July 31, 2003, a decrease
of 10.2% from $14.9 million for the prior year period.  This
decrease reflects the continued weakness in the travel and
hospitality industry and of the economy in general.  The sale of
the Scottsdale, AZ property in the first quarter of fiscal year
2004 also contributed to the reduction in revenue.

The Trust reported revenue of $5.8 million for the three months
ended July 31, 2003, a decrease of 13.5% from $6.7 million for the
prior year period.

The Trust's total net loss attributable to Shares of Beneficial
Interest for the six months ended July 31, 2003 was $857,000,
compared to a loss of $112,000 during the first six months of the
prior fiscal year.  During the six months ended July 31, 2003, the
Trust recorded a loss on impairment relating to the Buena Park, CA
property of $329,000, of which $169,000 was attributable to Shares
of Beneficial Interest.

The Trust's total net loss attributable to Shares of Beneficial
Interest for the three months ended July 31, 2003 was $1.0
million, compared to a loss of $731,000 during the same three
month period in the prior fiscal year.

The Trust had Recurring Funds From Operations of $230,000 for the
six months ended July 31, 2003.  Recurring FFO decreased $417,000
from $647,000 in the prior year period.

At July 31, 2003, the Trust's balance sheet shows a total
shareholders' equity deficit of about $2 million.

Several factors can impact the Trust's FFO, including, but not
limited to, changes in occupancy rates, property acquisitions and
dispositions, and overall economic conditions.

A purchase agreement was entered into on July 16, 2003 among RRF
Limited Partnership and CVTI LLC, an unaffiliated third party, for
the purchase by CVTI of the Buena Park, California property for
$6,900,000, which sales price was later reduced to $6,500,000
pursuant to an Addendum to the Purchase and Sale Agreement.  Of
the sales price, $6,300,000 is payable in cash at closing with the
Partnership financing the remaining $200,000 at 7% interest per
year.  As of July 31, 2003, the book value of the Buena Park
property was $6,500,000.  The property was previously appraised at
$7,125,000 in February 2001 by an independent appraiser in
connection with a mortgage loan on the property.  The outstanding
principal balance of that mortgage loan is approximately
$3,098,000 and will be paid in full with the sale proceeds.  If
all contingencies of the agreement are met, the sale will close
prior to October 18, 2003.  The Trust expects to receive net cash
proceeds of approximately $3.2 million upon closing.

On August 21, 2003, the Trust sold its Flagstaff, Arizona property
to Flagstaff/Grand Canyon Resort LLC, an affiliate of James Wirth,
for its appraised value of $2,775,000.  The purchase price was
satisfied with cash. The Trust used the proceeds to pay off its
$1.5 million line of credit and to reduce its notes payable to an
affiliate of Wirth by $1,275,000.  In connection with the sale,
the Trust recorded a gain of $377,000.

                   Positioned for the Future

The Trust has been impacted by the general economic slowdown and,
specifically, the difficulties in the travel and hospitality
industries.  The Trust has taken steps, including tight cost
controls and the disposition of underperforming assets, which it
believes has mitigated the impact of these factors and has
positioned the Trust to benefit from a recovery in the travel
industry.  Although the Trust expects a modest pickup in the
economy over the balance of the current year and in the coming
year, it continues to take aggressive steps to cut costs and
increase sales.

InnSuites Hospitality Trust is a mid-market studio and two-room
suite hospitality real estate investment trust with 9 moderate
service and full service hotels containing 1,419 hotel suites
located in Arizona, New Mexico and Southern California.  For
investor information, visit http://www.innsuitestrust.com


INTERACTIVE INTELLIGENCE: Appeals Nasdaq Delisting Determination
----------------------------------------------------------------
Interactive Intelligence Inc. (Nasdaq: ININ), a global developer
of software for IP telephony, contact center automation and
unified communications, will appeal the Staff Determination Letter
received from Nasdaq on Sept. 9 indicating that the company has
failed to comply with the minimum $50 million market value
requirement for continued listing of its common stock, as set
forth in Marketplace Rule 4450(b)(1)(A), and that the company had
not regained compliance with that requirement by Sept. 8, in
accordance with Marketplace Rule 4450(e)(4).

Accordingly, the common stock of Interactive Intelligence is
subject to delisting from the Nasdaq National Market.

Interactive Intelligence is committed to maintaining its listing
on the Nasdaq National Market and intends to file a request for a
hearing before the Nasdaq Listing Qualifications Panel to appeal
the staff determination. The delisting proceedings will be stayed,
and the common stock of Interactive Intelligence will continue to
be traded on the Nasdaq National Market until the panel makes a
final decision, which will likely occur within the next 45 days.
There can be no assurance that the panel will grant the company's
request for continued listing.

If the appeal of Interactive Intelligence is unsuccessful, the
company intends to apply to transfer the listing of its common
stock to the Nasdaq SmallCap Market. If Nasdaq approves the
transfer to the SmallCap Market -- and there can be no assurances
that Nasdaq will do so -- shares of Interactive Intelligence
common stock would continue to be listed and traded under the
existing ticker symbol, ININ.

Interactive Intelligence Inc. (Nasdaq: ININ) is a global developer
of software for IP telephony, contact center automation and
unified communications. The company was founded in 1994 and has
more than 1,000 customers worldwide. Awards include Software
Magazine's 2002 Top 500 Global Software and Services Companies,
the Deloitte & Touche 2002 Technology Fast 500, Network Computing
Magazine's 2003 Editor's Choice, and Internet Telephony Magazine's
2003 Editor's Choice. Interactive Intelligence employs
approximately 350 people and is headquartered in Indianapolis,
Ind. The company has 12 offices throughout North America, Europe
and Asia. For more information on the Company, visit
http://www.ININ.com

At June 30, 2003, Interactive Intelligence's balance sheet shows
that its total current liabilities outweighed its total current
assets by about $3 million, while net capitalization further
dwindled to about $5 million from about $9 million six months ago.


INTERPUBLIC: Raises $415-Mill. after Asset Sale to Taylor Nelson
----------------------------------------------------------------
On July 10, 2003, The Interpublic Group of Companies, Inc.
completed the sale of its NFO WorldGroup research unit to Taylor
Nelson Sofres PLC. The consideration for the sale was $415.6
million in cash, together with approximately 11.7 million ordinary
shares of TNS (which had an approximate market value of $35.4
million as of July 10, 2003). TNS will pay the Company an
additional $10 million in cash approximately one year after the
sale in the event the stock price of TNS continues to exceed
certain levels.

Interpublic is one of the world's leading organizations of
advertising agencies and marketing services companies. Its four
global operating groups are McCann-Erickson WorldGroup, The
Partnership, FCB Group and Interpublic Sports and Entertainment
Group. Major global brands include Draft, Foote, Cone & Belding
Worldwide, Golin/Harris International, Initiative Media, Lowe &
Partners Worldwide, McCann-Erickson, Octagon, Universal McCann and
Weber Shandwick Worldwide.

As reported in Troubled Company Reporter's May 16, 2003 edition,
Fitch Ratings downgraded the following debt ratings for The
Interpublic Group of Companies, Inc.: senior unsecured debt to
'BB+' from 'BBB-', multi-currency bank credit facility to 'BB+'
from 'BBB-', convertible subordinated notes to 'BB-' from 'BB+'.
The short-term debt rating is lowered to 'B' from 'F3' and has
been withdrawn. The Rating Outlook remains Negative.

Approximately $2.7 billion of debt is affected by this action.


IT GROUP: Asking Court to Disallow River Park Claim Set-Off
-----------------------------------------------------------
On September 18, 2001, The IT Group Debtors and River Park
Business Center, Inc. entered into certain services agreement
under which the Debtors agreed to perform services at 143
Parsippany Road in Whippany, New Jersey.  In return for the
services, River Park agreed to pay the Debtors $2,571,083.
Subsequently, the Debtors and River Park agreed to certain
modifications that increased the contract price by $1,045,770 --
for a total of $3,616,853.

The Debtors performed under the Services Agreement from
September 18, 2001 until January 25, 2002.  The Debtors invoiced
and River Park paid for $1,451,884 of work pursuant to the
Agreement.

On January 17, 2002, River Park unilaterally terminated the
Services Agreement for convenience effective January 18, 2002.
The Debtors' final work on the Site was on January 25, 2002.
After that, the Debtors demobilized their workers and equipment.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that after paying initial
invoices for $1,451,884, River Park has not paid the Debtors for
other work performed up to January 25, 2002.

On February 21, 2002, the Debtors invoiced River Park for
$1,883,077 for work previously invoiced but unpaid.  To date,
River Park has not paid the February Invoice.  On April 22, 2002,
the Debtors filed a $1,742,638 construction lien against the Site
with the Morris County Court.

River Park, on the other hand, filed a proof of claim against the
Debtors for $3,767,051 on July 15, 2002.

The Debtors now ask the Court to disallow any set-off of the
River Park Claim against any and all claims they have asserted
against River Park.

Mr. Galardi asserts that a creditor can waive its right to set-
off under the doctrine of laches.  The doctrine of laches,
another creature of equity, may bar a creditor's attempt to
assert a right to set-off, as may the doctrine of equitable
estoppel.  Moreover, under certain circumstances, a creditor may
be held to have waived its right to set-off.

The February Invoice and the lien are the Debtors' property and
represent money owed to the Debtors.  In the 14 months since the
Petition Date, River Park has never asserted that it is entitled
to set off the River Park Claim against the February invoice or
lien.

Therefore, Mr. Galardi contends, River Park has waived its right
to set-off against the February Invoice or the lien.  Accordingly,
the River Park Claim is not enforceable against the February
Invoice or lien pursuant to applicable law. (IT Group Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


JUNIPER CBO: S&P Further Junks Class A-4L and A-4 Note Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3 and A-3L notes issued by Juniper CBO 2000-1 Ltd., an
arbitrage CBO transaction originated in April 2000. Concurrently,
the ratings on the A-4L and A-4 notes are lowered and removed from
CreditWatch with negative implications, where they had been placed
April 25, 2003. At the same time, the ratings assigned to the
class A-1L and A-2L notes are affirmed.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the transaction since
the ratings assigned to the notes were last lowered in April 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.

The affirmed ratings reflect the sufficient level of credit
enhancement currently available to support the class A-1L and A-2L
notes.

Juniper CBO 2000-1 has experienced defaults totaling $38.475
million since the April 2002 rating action, and is currently
carrying $15.365 million of defaulted assets within its collateral
pool, according to the latest available trustee report dated
Aug. 2, 2003.

The class A overcollateralization ratio was 101.9%, versus the
minimum required ratio of 110%. In addition, approximately 4.87%
of the performing assets in the collateral pool come from obligors
with ratings currently in the 'CCC' range, and approximately
14.63% of the performing assets within the collateral pool come
from obligors with ratings on CreditWatch negative.

Standard & Poor's has reviewed current cash flow runs generated
for Juniper 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-1L, A-2L, A-3L, A-3, A-
4L, A-4, and B-2 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 A-3L, A-3, A-4L, and A-4 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 that the ratings assigned to the rated classes continue to
reflect the credit enhancement available to support the notes.

                        RATINGS LOWERED

                     Juniper CBO 2000-1 Ltd.

                    Rating
        Class   To           From   Balance ($ mil.)
        A-3     BBB-         BBB              30.00
        A-3L    BBB-         BBB              20.00

        RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                     Juniper CBO 2000-1 Ltd.

                    Rating
        Class   To           From            Balance ($ mil.)
        A-4L    CCC-         CCC/Watch Neg             15.00
        A-4     CCC-         CCC/Watch Neg             20.00

                        RATINGS AFFIRMED

                     Juniper CBO 2000-1 Ltd.

        Class   Rating   Balance ($ mil.)
        A-1L    AAA                51.68
        A-2L    AAA                90.00

                      OTHER OUTSTANDING RATING

                      Juniper CBO 2000-1 Ltd.

        Class   Rating   Balance ($ mil.)
        B-2     CC                  7.00


KMART CORP: Sues Azerty Incorporated to Recover $1.4 Million
------------------------------------------------------------
Within the 90-day period before the Petition Date, the Kmart
Debtors transferred $1,400,438 in payments to Azerty Incorporated.
The transfers were on account of an antecedent debt the Debtors
owed Azerty.  The Debtors were insolvent during the transfers.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
contends that the transfers enabled Azerty to receive more than
it would have received had the Debtors' cases been under Chapter
7 or had Azerty received payment for the debt to the extent
provided under the Bankruptcy Code.

Mr. Ivester asserts that the transfers to Azerty are considered
avoidable preferential transfers in accordance with Section
547(b) of the Bankruptcy Code.  The Debtors may recover the value
of the transfers in accordance with Section 550.  Accordingly,
the Debtors demand that Azerty disgorge the payment together with
lawful judgment interest and costs. (Kmart Bankruptcy News, Issue
No. 62; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LASERSIGHT INC: Richard Confessore Resigns as CFO and Secretary
---------------------------------------------------------------
LaserSight Incorporated (OTC Bulletin Board: LASEE) announced that
Mr. Richard R. Confessore will no longer serve as the Company's
Chief Financial Officer and Corporate Secretary. Mr. Confessore
joined the Company on April 21, 2003.

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

LaserSight(R) filed for Chapter 11 protection on September 5, 2003
in the U.S. Bankruptcy Court for the Middle District of Florida
(Orlando) (Lead Bankr. Case No. 03-10371).


LEAP WIRELESS: Harvey P. White Will Retire as Company's CEO
-----------------------------------------------------------
Leap Wireless International, Inc. (OTCBB:LWIQE), an innovator of
wireless communications services, announced that Harvey P. White
will retire as CEO from the Company he founded five years ago.
White will continue to serve on the company's board of directors
following his retirement and will continue actively managing the
business as CEO until a new CEO is selected and approved.

"When I founded Leap five years ago, I was extremely optimistic
about the wireless industry and the company's potential and I
remain so to this day," said White. "At the time, only a select
group of people were benefiting from the mobility that wireless
communications enabled. The introduction of our Cricket service
brought these benefits to the mass consumer market and Cricket has
firmly staked out its leadership position within the industry. As
the company enters a new chapter and I approach my 70th birthday,
it is time to plan for the future leadership of the company.
Although I will end my tenure as CEO, I will remain on the board
and will continue to be an avid supporter of the Leap and Cricket
heritage and business."

A wireless industry veteran, White directed the spin-off of Leap
from QUALCOMM Incorporated into an independent, publicly traded
company in September 1998. Under White's leadership, Leap became
the 10th largest wireless carrier in the nation in terms of
wireless POPs and became EBITDA positive in record time. He has
been a senior executive and leader of three successful startups,
having also been a co-founder and former president of QUALCOMM
Incorporated and part of the early executive team at Linkabit, the
leading-edge communications company that gave birth to the
wireless telecommunications industry in San Diego.

The Company has initiated a search for a new CEO, which includes
both internal and external candidates, and expects to fill the
position within the next four months.

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


LEVI STRAUSS: Fitch Affirms B Rating over Planned Restructuring
---------------------------------------------------------------
Levi Strauss & Co.'s $1.7 billion senior unsecured debt is
affirmed at 'B' by Fitch Ratings following Levi's announcement
regarding organizational changes that will eliminate about 650
salaried positions throughout the world and necessitate
restructuring charges of $70-80 million. In addition, Levi's
proposed bank credit facility is expected to be rated by Fitch as
follows:

     -- $650 million asset-based loan (ABL) due 2007 'BB';

     -- $500 million term loan due 2009 'BB-'.

Upon closing of the new bank credit facility, the 'BB-' ratings on
Levi's existing $375 million revolver and $368 million term loan
will be withdrawn and the new bank facility ratings will become
effective. Proceeds from the new bank facility are expected to be
used to repay amounts outstanding under the company's existing
bank facility, accounts receivable securitization and letters of
credit. The Rating Outlook remains Negative, reflecting the
continued challenges Levi faces in stimulating top-line sales
growth and maintaining operating margins.

The ratings reflect the ongoing difficulties Levi has encountered
in increasing sales and profit margins. The slower than expected
pace of debt reduction, which has been largely driven by the cash
costs of the restructuring charges and the weak retail environment
and shows no signs of easing, are also factored into the assigned
ratings. In addition, the uncertain impact of the Levi Strauss
Signature line on the company's core business remains a concern.
These factors are weighed against Levi's solid brands, with
leading market positions as well as the geographic diversity of
its revenue base, and sufficient cash flow generation to meet
capital needs.

The three notch ratings differential between the senior unsecured
debt and the ABL reflects the restrictive nature of the borrowing
base and substantial asset coverage. The one notch difference
between the ABL rating and the term loan rating is due to the
nature of the assets, Levi's trademarks, which secure the term
loan. While the trademarks provide sufficient
overcollateralization for the term loan, they are also
significantly less liquid than the assets securing the ABL and
subject to Levi's performance.

Credit measures will be modestly weaker than previously expected,
as cash flow that had been earmarked for debt reduction will be
used to pay for restructuring costs. However, leverage at year end
will be somewhat better than at the end of the second quarter,
when total debt/EBITDA reached 5.8 times. Fitch expects Levi's
leverage to improve significantly in 2004 as EBITDA benefits from
cost savings associated with the restructuring. In addition,
though revenues in its core business are expected to remain soft,
the full-year benefit of the Levi Strauss Signature line, coupled
with the cost savings, should lead to a substantial improvement in
the company's profit margins. To the extent profitability or
revenues are materially less than currently anticipated, a ratings
downgrade would be likely.

Though market share has slipped over the last few years, the Levi
brand remains one of the most well-recognized brand names in the
world and its products continue to hold leading positions in most
markets. While denim products account for the majority of Levi's
sales, the company's Dockers brand, which accounted for about 25%
of revenues, holds the number one market position for khaki pants
in the U.S. In addition, Levi continues to introduce more
innovative product, such as Type 1 jeans. However, the ability of
Levi to differentiate itself from its competition with an ongoing
line of more fashionable products and an updated image remains key
to its future success.

Levi's recent introduction of the Levi Strauss Signature line into
the mass channel, particularly Wal-Mart's U.S. store base, is
expected to help stem the erosion in top line revenues.
Cannibalization of Levi's core Red Tab products has been limited
to date, however the ultimate impact on the core product line
remains unknown. With products sold in about 100 countries
worldwide, Levi also benefits from the geographic diversification
of its revenue base


MAGELLAN HEALTH: Wants Nod for $230-Mil. Deutsche Exit Financing
----------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates seek the
Court's authority to enter into a commitment letter with Deutsche
Bank Trust Company Americas and Deutsche Bank Securities Inc. with
respect to a proposed exit financing and, pursuant to the
commitment letter, to pay Deutsche Bank various fees and expenses
with respect to the financing.

Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP, in New
York, recounts that the Debtors' First Amended Plan provided that
the senior lenders under a February 12, 1998 Credit Agreement,
among Debtors Magellan, Charter Behavioral Health System of New
Mexico, Inc. and Merit Behavioral Care Corporation, will receive,
in full satisfaction of their secured claims, new obligations of
the Debtors under a new senior secured credit agreement consisting
of a New Rollover Facility, a New Tranche B Facility and a New
Tranche C Facility.  Pursuant to the First Amended Plan, the
Debtors' obligations under the New Senior Secured Credit Agreement
would mature on November 30, 2005.

Although the Debtors considered the terms of the New Secured
Credit Agreement fair and reasonable -- and believed that they
could successfully reorganize by entering into the New Senior
Secured Credit Agreement, they continued to explore the
possibility of obtaining exit financing that would effectively
replace the New Senior Secured Credit Agreement under more
favorable terms.  Thus, the Debtors negotiated an exit financing
with Deutsche Bank Securities that would provide the necessary
funding to refinance their obligations under the Senior Secured
Credit Facility on more favorable terms.  In this regard, and to
move toward obtaining a firm financing commitment, the Debtors
and Deutsche Bank Securities entered into a letter agreement
providing for the payment of certain fees, including a $125,000
work fee, and the indemnification of Deutsche Bank Securities, as
well as outlining indicative terms of a proposed financing,
subject to further due diligence on Deutsche Bank Securities'
part, and other conditions.  The Court approved the Letter
Agreement on May 23, 2003.

After the Court's approval of the Letter Agreement, Deutsche Bank
conducted and completed its due diligence of the Debtors and, on
July 31, 2003, presented an Exit Financing Commitment Letter.

Pursuant to the terms of the Commitment Letter, Deutsche Bank
Trust Company commits to provide the Debtors with up to
$230,000,000 in exit financing in connection with their emergence
from Chapter 11 and to act as administrative agent for the
facility.  In addition, Deutsche Bank Securities agrees to act as
the sole lead arranger and sole book running manager with respect
to the Exit Financing.

On August 18, 2003, the Debtors filed their Third Amended Plan
and Disclosure Statement.  The Third Amended Plan provides for
the Senior Lenders to receive, at Magellan's sole option, either:

   (1) A $50,000,000 payment and the new obligations of the
       Debtors under the New Senior Secured Credit Agreement; or

   (2) The repayment in full of their secured claims from cash
       and letters of credit provided under the Exit Facility.

The salient terms of the Exit Financing outlined in the
Commitment Letter and the Fee Letter are:

Facility:          1. $50,000,000 revolving credit facility;

                   2. $100,000,000 term loan; and

                   3. $80,000,000 pre-funded letter of credit
                      facility.

Term:              The facility will mature on the earlier of:

                   1. the fifth anniversary of the Closing Date;
                      and

                   2. 91 days before the maturity of the New
                      Notes due November 2008.

Amortization:      The Term Loan is payable quarterly in
                   aggregate annual amounts in this schedule:

                           Year      Amortization Amount
                           ----      -------------------
                           2003                  $0
                           2004          15,000,000
                           2005          22,500,000
                           2006          25,000,000
                           2007          25,000,000
                           2008          12,500,000

                   In the event that the Final Maturity Date
                   occurs before January 1, 2008, the aggregate
                   amount of amortization for the year 2007 will
                   be increased to $37,500,000.

Interest Rates:    At Magellan's option, Loans may be maintained
                   as Base Rate Loans, which will bear interest
                   at the Base Rate plus 2.75% per annum or
                   Eurodollar Loans, which will bear interest at
                   LIBOR plus 3.75% per annum.  However, the
                   terms and conditions of the Exit Financing,
                   including the interest rate, may be adjusted
                   under certain circumstances in accordance with
                   the terms of the Fee Letter.

                   "Base Rate" will mean the higher of (i) the
                   rate that the Administrative Agent announces
                   from time to time as its prime lending rate,
                   as in effect from time to time, and (ii) 1/2
                   of 1% in excess of the overnight federal funds
                   rate.

Pre-Closing
Date Fee:          If Magellan, or any other person or entity
                   controlled by or affiliated with Magellan,
                   consummates at any time within one year after
                   the date of the Commitment Letter, a
                   transaction substantially similar to the one
                   embodied by the Third Amended Plan and the
                   funding of the Exit Financing, or a merger,
                   consolidation or acquisition of all or a
                   substantial part of Magellan's assets, but
                   does not borrow under the Exit Financing at
                   the time of the consummation, Magellan will
                   pay to Deutsche Bank a non-refundable fee
                   equal to 1% of the total commitments with
                   respect to the Credit Facilities -- it being
                   understood that the fee will be in addition to
                   any cash reimbursement required to be paid to
                   Deutsche Bank pursuant to the Commitment
                   Letter for its out-of-pocket fees and expenses
                   incurred in respect of the Transaction.

                   The non-refundable fee will not be payable if
                   either:

                   1. Deutsche Bank Trust declines to provide the
                      Exit Financing on substantially the terms
                      outlined in the Commitment Letter; or

                   2. Deutsche Bank exercises certain adjustment
                      rights pursuant to the Fee Letter.

Pre-Closing Date
Ticking Fee:       Magellan will pay a commitment fee equal to
                   1/2 of 1% per annum of the total commitments
                   for the time period commencing on the date of
                   execution of the Commitment Letter and
                   terminating on the earlier of (i) the Closing
                   Date and (ii) the earlier date as Deutsche
                   Bank Trust's commitments pursuant to the
                   Commitment Letter are terminated, which
                   commitment fee will be due and payable to
                   Deutsche Bank Trust on the earlier date.

Post-Closing Date
Commitment Fee:    Magellan will pay a commitment fee on the
                   daily unused balance under the R/C Facility
                   equal to 75 bps per annum if the unutilized
                   commitments are greater than or equal to 50%
                   of the commitments in respect of the R/C
                   Facility and 50 bps if the unutilized
                   commitments are less than 50%.

L/C Fees:          Magellan will pay these letter of credit fees:

                   1. A letter of credit fee in respect of the
                      Pre-Funded L/C Facility equal to 3.75% of
                      the $80,000,000 Credit-Linked Deposit per
                      annum and another per annum amount equal to
                      the Credit-Linked Deposit Cost Amount;

                   2. A letter of credit fee equal to 3.75% of
                      the outstanding stated amount of stand-by
                      and trade letters of credit -- Working
                      Capital Letters of Credit; and

                   3. 0.125% per annum to the issuing bank on the
                      issued letters of credit.

                   All fees payable will be payable quarterly in
                   arrears.

Agent Fee:         Deutsche Bank will receive a $125,000
                   administration fee per annum payable annually
                   in advance.

Collateral:        First priority lien on substantially all
                   assets of the Debtors and a pledge of the
                   stock of all subsidiaries.

Guarantees:        All borrowings and letter of credit
                   obligations to be guaranteed by all existing
                   and future Magellan holding companies and
                   domestic subsidiaries.

Use of Proceeds:   The Term Loans will be used solely to
                   make the payments under the Third Amended
                   Plan, including paying the fees and expenses
                   related to consummation of the Third Amended
                   Plan.  The Pre-Funded L/C Facility will be
                   used to support letters of credit.  The R/C
                   Facility will be used to support working
                   capital letters of credit and to provide
                   general working capital.

Commitment
Termination:       The commitments will terminate on the
                   earliest of:

                   1. September 15, 2003, unless on or before
                      that date, the Court has entered an order
                      approving the Commitment Letter;

                   2. November 15, 2003, unless on or before
                      that date the Court has entered an order
                      confirming the Third Amended Plan; and

                   3. December 15, 2003, unless the Transaction
                      has been consummated and initial borrowings
                      under the Exit Financing have occurred.

Conditions
Precedent to
Initial Loans:     Conditions precedent that are usual and
                   customary for these types of facilities plus,
                   among others, these conditions:

                   1. All obligations in respect of the Exit
                      Financing will be "senior debt" for the
                      purposes of the New Aetna Note;

                   2. Magellan will have received at least
                      $100,000,000 of gross cash proceeds from
                      the Equity Offering.  In addition to the
                      proceeds from the Term Loan and the Equity
                      Offering, Magellan will have sufficient
                      cash to make all cash payments required to
                      be made under the Third Amended Plan and
                      will have at least $65,000,000 of cash
                      after making all cash payments required to
                      be made pursuant to the Third Amended Plan;

                   3. After consummation, the Debtors will have
                      no outstanding preferred equity,
                      indebtedness or contingent liabilities,
                      except for:

                      (a) indebtedness incurred pursuant to the
                          Exit Financing;

                      (b) up to $300,000,000 in New Senior Note;

                      (c) the New Aetna Note amounting to
                          $47,800,000; and

                      (d) certain other debt and other
                          liabilities that will be assumed
                          pursuant to the Third Amended Plan;

                   4. The Third Amended Plan will have been
                      approved by the Court, the order confirming
                      the Third Amended Plan will not be subject
                      to any stay, and all conditions precedent
                      to the effectiveness of the Third Amended
                      Plan will have occurred;

                   5. Deutsche Bank and the Lenders will have
                      received:

                      (a) unaudited consolidated financial
                          statements of Magellan and its
                          subsidiaries for each fiscal quarter
                          ended on or after June 30, 2003 and at
                          least 45 days before the Closing Date;

                      (b) pro forma consolidated financial
                          statements of Magellan and its
                          subsidiaries which will demonstrate
                          that consolidated EBITDA for the
                          twelve-month period ended:

                          * June 30, 2003 is at least
                            $153,000,000,

                          * July 31, 2003 is at least
                            $153,000,000,

                          * August 31, 2003 is at least
                            $152,000,000, and

                          * September 30, 2003 is at least
                            $156,000,000; and

                      (c) interim financial statements for each
                          month ended after March 31, 2003.

                   6. There will have been no material adverse
                      change to Magellan and its subsidiaries
                      since March 31, 2003.

Covenants;
Representations
& Warranties;
Events of
Default:           Those usual and customary for these types of
                   facilities and the additional covenants,
                   representations and warranties and events of
                   default as are appropriate under the
                   circumstances.

Furthermore, the Commitment Letter provides for Magellan to
reimburse Deutsche Bank for all reasonable out-of-pocket fees and
expenses incurred in connection with the Commitment Letter and
the contemplated transactions and indemnify Deutsche Bank against
all actions, claims, damages and expenses arising out of or in
connection with the transactions except to the extent that any
claim, damage or expense is a result of the indemnified person's
gross negligence or willful misconduct.

The Fee Letter also provides for the Debtors to pay a facility
fee, which is a percent of the total commitment, to Deutsche Bank
on the Closing Date.  Although the exact terms of the facility
fee have been disclosed to the Creditors' Committee, the Fee
Letter prohibits the Debtors from disclosing the terms to the
public. (Magellan Bankruptcy News, Issue No. 13: Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MERCER INT'L: Proposes Private Offering of Convertible Notes
------------------------------------------------------------
Mercer International Inc. (Nasdaq: MERCS, Nasdaq Europe: MERC GR,
TSX: MRI.U) intends to make a private offering of convertible
notes of approximately $75 million, subject to market and other
conditions.

Mercer intends to use the net proceeds from the offering to repay
existing bridge debt and for general corporate purposes. The
securities will be offered only to qualified institutional buyers
in reliance on Rule 144A and to certain buyers outside the United
States in reliance on Regulation S under the Securities Act of
1933, as amended.

The securities to be offered have not been registered under the
Securities Act or any state securities laws, and unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.

As reported in Troubled Company Reporter's July 9, 2003 edition,
Mercer International Inc., announced hedge fund Greenlight Capital
Inc.'s disingenuous campaign to have its hand-picked agents take
over control of part of the Company's Board of Trustees at this
critical time.

The Company also said that it was going through the most critical
point of its evolvement. It is in the middle of a EUR1 billion
construction project to build a new pulp mill at Stendal and needs
to refinance two bridge loans which, with accrued interest and
fees, total approximately EUR54.4 million as at May 31, 2003 and
mature commencing October 2003.

"As a result of Greenlight's actions, which appear to be
deliberately designed to derail or delay the Refinancing, the
Board has been forced to put it on hold. In the event the Company
does not complete the Refinancing, it will be in default under the
bridge loans. This could well trigger default on other debt
obligations. Greenlight has not disclosed any plan or its
alternative regarding the Company's short-term requirements to
complete the Refinancing," the Company said.


MET-COIL: US Trustee Appoints Official Creditors' Committee
-----------------------------------------------------------
The United States Trustee for Region 3 appointed a three-member
Official Committee of Unsecured Creditors in Met-Coil Systems
Corporation's Chapter 11 case:

       1. Production Products, LTD.
          Attn: Paul Stratton
          5005 8th Avenue, Marion, Iowa 52302,
          Phone: (319) 377-9247, Fax: (319) 447-6204;

       2. Fletcher-Reinhardt Company
          Attn: Sharon Edwards
          3105 Corporate Exchange Court, Bridgeton, MO 63044
          Phone: (314) 506-0700, Fax: (314) 506-0705; and

       3. Hypertherm, Inc.
          Attn: Lee Ann Bergeron
          Etna Road, P.O. Box 5010, Hanover, NH 03755
          Phone: (603) 643-3441, Fax: (603) 643-3352.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Westfield, Massachusetts, Met-Coil Systems
Corporation manufactures coil sheet metal processing equipment and
integrated systems for producing blanks from sheet metal coils.
The Company filed for chapter 11 protection on August 26, 2003
(Bankr. Del. Case No. 03-12676).  James C. Carignan, Esq., and
Jason W. Harbour, Esq., at Morris Nichols Arsht & Tunnell
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $10 million in assets and more than $50 million in debts.


METALS USA: Urges Court to Clear Dongkuk Settlement Agreement
-------------------------------------------------------------
On January 9, 2002, the Court approved a compromise settling a
dispute between Dongkuk International, Inc. and the Metals USA
Debtors concerning certain steel shipment.  The Debtors agreed to
pay Dongkuk cash on delivery for the prepetition shipment stored
at the Federal Marine Terminal and the Nicholson Terminal and for
certain other materials that were in transit to the Debtors'
warehouses.

On February 11, 2002, Dongkuk filed a complaint against the
Debtors seeking to establish that it had a consignment agreement
concerning certain steel shipment that had been on the Debtors'
premises and asserting a constructive trust on proceeds from the
sale of that steel.

Dongkuk also filed two proofs of claim in the Debtors' Chapter 11
cases:

   1. Claim No. 04443 for $3,322,414, reiterating the claim of
      "constructive trust" made in the Complaint against the
      Debtors; and

   2. Claim No. 04442, asserting an administrative claim for
      $632,086.

On August 28, 2002, Dongkuk filed two Amended Proofs of Claim:

   1. Claim No. 04598, amending Claim No. 04443, again
      alleging constructive trust for $2,346,623; and

   2. Claim No. 04597, amending Claim No. 04442, asserting an
      administrative claim for $2,246,623 "in the event
      constructive trust is not found and in light of the
      January 9, 2002 stipulation."

On September 25, 2002, the Debtors and Bank of America, N.A.,
which intervened in the Dongkuk Complaint filed a Joint Motion
for Summary Judgment.  On October 16, 2002, the Debtors objected
to all of Dongkuk's Claims.

In December 2002, Dongkuk filed a motion for leave before the
Bankruptcy Court to file an amended complaint against the Debtors
seeking to add claims of fraud and breach of contract.  But the
Court denied Dongkuk's request.

In May 2003, Dongkuk brought another fraud suit -- this time
against two of Metals USA's officers before the District Court of
Harris County in Texas on the very same fraud claim that the
Court denied Dongkuk from filing with respect to the Debtors.
Dongkuk sued Hazel F. Kampschroeder and Terry L. Freeman.  The
two officers have indemnity from the Debtors.  The civil
proceeding was later removed to the Bankruptcy Court.

After several hearings and exchange of arguments between the
parties, on July 25, 2003, the Court granted the Debtors' request
for summary judgment, finding that Dongkuk did not have a
consignment agreement with the Debtors.

But after subsequent discussions, the parties agreed to finally
settle all their disputes pursuant to the terms of another
compromise and settlement agreement.

The salient terms of the Settlement Agreement are:

   1. Dongkuk will have an Allowed General Unsecured Claim
      against the Debtors entitling it to 150,000 shares of New
      Common Stock in the Reorganized Debtors in full
      satisfaction of all claims against the Debtors and their
      officers.  Dongkuk's $2,346,623 claim entitles it to
      126,248 new shares; and

   2. In exchange for the 150,000 shares of New Common Stock, the
      parties exchange mutual releases arising from any and all
      claims except regarding on some current outstanding
      commercial issues over material shipped in 2002 and 2003 to
      Canton and Chicago.  Upon reconciling accounting and
      payment records, the parties will resolve those issues.

Furthermore, the parties agree that any discussion of future
business will be in the complete discretion of each party, with
no prior promises or commitments.

The Debtors believe -- and have asserted -- that Dongkuk should
be held in civil contempt for bringing the Officer Fraud Lawsuit
in violation of Sections 1141 and 524 of the Bankruptcy Code.
Dongkuk disputes these allegations and denies any liability.
Although Debtors believe that they would ultimately be successful
in those proceedings, the cost and expense of defending any
judgments obtained in the Bankruptcy Court through various
appeals to the District Court and Fifth Circuit Court of Appeals
would exceed any premium for which Dongkuk may be entitled to.

Based on information obtained during discovery, the Debtors
believe that Dongkuk is a profitable business that would be able
to pay a judgment entered in their favor.  However, most of
Dongkuk's assets are located in Korea.

For these reasons, the Debtors ask the Court to approve the
Dongkuk Settlement Agreement.

Johnathan C. Bolton, Esq., at Fulbright & Jaworski LLP, in
Houston, Texas, assures the Court that the Settlement would bring
to a close the last remaining major dispute in these cases,
enabling a nearer final distribution to unsecured creditors and
potentially expediting the closing of these cases.  Given the
potential future costs of appeal, other proceedings that have now
been foreclosed, the potential ability to terminate the last
major dispute, and the possibility of accelerating the final
distributions to creditors and closing of these cases, Dongkuk
and the Debtors believe that the Settlement is fair and should be
approved. (Metals USA Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MGM MIRAGE: Fitch Rates $600 Million Senior Secured Notes at BB+
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to MGM MIRAGE's $600
million 6.0% senior secured notes due 2009. Proceeds will be used
to repay a portion of outstandings under the revolving credit
facility. The Rating Outlook is Positive.

Ratings reflect MGG's market leading assets, significant
discretionary free cash flow, steady improvement of credit
measures in a difficult operating environment, and visible growth
prospects. Offsetting factors include the company's limited
geographic diversification and risk that cash flow will be
directed toward share repurchases and/or other investment
opportunities at the expense of further capital structure
strengthening. The Positive Outlook reflects the firm fundamentals
in Las Vegas and at MGG's properties and the resilience of the
gaming sector following a number of adverse factors over the last
several years. The Outlook also reflects the reduced risk and
earnings contribution provided by the start up of the company's
50%-owned Borgata property in Atlantic City. Incorporated in the
Outlook is MGG's stated intention and capacity to reduce leverage
to investment grade levels over the intermediate term. Recently,
MGG has decided not to pay a dividend until capital projects are
complete and credit measures improve although the MGG has
authorized the repurchase of $100 million in debt through open
market purchases. While the company continues to reduce debt, this
is somewhat offset by heavier than anticipated share repurchase
activity year-to-date. To the extent that aggressive share
repurchase activity continues through the second half of the year,
Fitch will revisit the Outlook for possible revision to Stable.

For the full year 2003, Fitch expects EBITDA to decline roughly 5%
versus the prior year. This primarily reflects the impact of a
sluggish economy, the war and SARS on Las Vegas in the first half,
potential construction disruption at Bellagio, and the loss of
cash flow from the Golden Nugget properties (now in the process of
being sold) in the second half of the year. Elsewhere, Fitch
expects the Beau Rivage in Biloxi to continue to stabilize, but
expect Detroit results to continue to suffer from a weak local
economy. Based on these expectations, Fitch estimates that MGG
will generate approximately $285 million of free cash flow after
capital spending in 2003, including $215 million of proceeds from
the sale of the two Golden Nugget properties. For the year, Fitch
expects free cash flow to be split 60/40 between debt repayment
and share repurchases. This implies leverage and coverage of 4.5
times and 3.2x, respectively, versus 4.4x and 3.3x at FYE 2002.

For 2004 and beyond, MGG is expected to benefit from improving
trends on the Las Vegas Strip and returns on the company's capital
spending initiatives. MGG's extensive growth capital spending
plans, estimated at roughly $350 million in 2003, include required
contributions to the Borgata, EZ pay slot conversions, Cirque de
Soleil theatres at New York New York (opened August 2003) and MGM
Grand (set to open in May 2004) and renovations and a new Spa
Tower at Bellagio (expected completion December 2004). Initial
cash flows from the Borgata will be applied to $600 million in
debt at the property. However, the Borgata represents asset value
that benefits the company's credit standing, and is expected to be
a meaningful provider of cash flow over the intermediate term.
Longer term growth prospects include the eventual opening of the
Aqueduct Racetrack in New York (which MGG was selected to manage)
and a number of international opportunities, including the United
Kingdom, Macau, and Thailand.

With issuance of the new notes, MGG's liquidity and financial
flexibility is enhanced, as availability under the revolver is
increased. Pro forma for the offering, the company should have
roughly $1.1 billion of availability under its senior credit
facilities and no public debt maturities until 2005.


MIRANT CORP: Court Fixes December 16 as General Claims Bar Date
---------------------------------------------------------------
Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure, the Mirant Debtors obtained approval from the Court to:

   (a) establish December 16, 2003 as the General Bar Date;

   (b) establish special Bar Dates for certain entities;

   (c) establish ramifications for failure to comply with the
       Bar Date; and

   (d) approve the proof of claim form and consolidated notice
       as established in the 341 Meeting Notice of the U.S.
       Trustee.

The General Bar Date will apply to all known and unknown
creditors, subject to these exceptions:

A. Co-Debtors or Sureties

   The Debtors ask the Court to establish January 16, 2004
   as the last date by which parties, including the Debtors,
   could file claims of Co-debtors, sureties or guarantors under
   Section 501(b) of the Bankruptcy Code.  This deadline will
   give the Debtors, Co-debtors, sureties, or guarantors ample
   time to determine whether to file claims against the Debtors'
   estates.

B. Non-Debtor Parties to Rejected Executory Contracts or
   Unexpired Leases

   The Bar Date for filing claims arising out of the rejection of
   an executory contract or unexpired lease will be the later of
   either:

   (1) the General Claims Bar Date, or

   (2) 30 calendar days after the entry of an order approving
       the rejection of an executory contract or lease.

C. Entities Asserting Claims Arising from the Recovery of a
   Voidable Transfer

   The bar date for filing claims arising out of a voidable
   transfer will be the later of either:

   (1) the General Claims Bar Date, or

   (2) the first business day that is at least 30 calendar days
       after the mailing of the notice of entry of any order
       approving the avoidance of the transfer.

D. Entities Asserting Claims Arising from the Assessment of
   Certain Taxes

   The Bar Date for filing claims arising from the assessment of
   certain taxes described in Section 502(i) of the Bankruptcy
   Code will be the later of either:

   (1) the General Claims Bar Date, or

   (2) the first business day that is at least 30 calendar days
       after the date the relevant tax claim arises.

E. Governmental Units

   Pursuant to Bankruptcy Rule 3003(c)(1), the Bar Date for
   filing proofs of claim by governmental units is January 12,
   2004 at 5:00 p.m. Prevailing Eastern Time.

F. Creditors Holding Claims that were Reduced by Amendments to
   the Debtors' Schedules

   The Debtors propose that if an amendment to the Schedules
   reduces the liquidated amount of a scheduled claim, or
   reclassifies a scheduled, undisputed, liquidated,
   non-contingent claim as disputed, unliquidated, or
   contingent, the affected claimant may file a proof of claim
   on the later of:

   (1) the General Claims Bar Date, or

   (2) the first business day that is at least 30 calendar days
       after the mailing of the notice of amendment in accordance
       with Bankruptcy Rule 1009, but only to the extent the
       proof of claim does not exceed the amount scheduled for
       the claim before the amendment.

   The Debtors further propose that creditors not be entitled to
   an extension of the Bar Date if a Schedule amendment increases
   the scheduled amount of an undisputed, liquidated, non-
   contingent claim.

G. Bondholders

   Entities whose claims are limited exclusively to claims for
   repayment of principal and interest under the public bonds of
   Mirant Corporation and Mirant Americas Generation LLC -- the
   Public Notes -- need not file a proof of claim; provided that
   the applicable indenture trustee under the applicable
   indenture agreement will be required to file a proof of claim
   on behalf of each of their bondholder constituencies.  To the
   extent that an indenture trustee or a bondholder asserts a
   claim arising out of or related to a debt instrument, other
   than a claim for repayment of principal and interest under the
   bonds, that party will be required to file a proof of claim
   on or before the General Claims Bar Date.

H. Holders of Administrative Claims

   The Debtors propose that neither the General Claims Bar Date
   nor any other deadline proposed applies to requests for
   payment of administrative expenses arising in the Debtors'
   cases under Sections 503, 507(a)(1), 507(b), 330(a), 331 or
   364 of the Bankruptcy Code.  The Debtors anticipate that an
   administrative claims bar date will be established as part of
   any confirmation order entered in these cases.

I. Holders of Equity Securities

   Bankruptcy Rule 3003(b)(2) provides that it is not necessary
   for an equity security holder to file a proof of interest
   based solely upon such interest.  Accordingly, the Debtors
   propose that the Order establishing the Bar Date specifically
   provide that holders of the Debtors' equity securities need
   not file a proof of interest.  However, any equity holder
   asserting any rights as a creditor of any of the Debtors'
   estates will be required to file a proof of claim against the
   Debtors' estates on or before the General Claims Bar Date.

Moreover, these persons or entities not be required to file a
proof of claim on or before the Bar Date:

   (a) any person or entity that has already properly filed,
       with the Clerk of the United States Bankruptcy Court for
       the Northern District of Texas, a proof of claim against
       the Debtors using a claim form that substantially
       conforms to Official Form No. 10;

   (b) any person or entity whose claim has been paid by the
       Debtors;

   (c) any directors, officers or employees of the Debtors as of
       the Petition Date that have or may have claims against
       the Debtors for indemnification, contribution,
       subrogation or reimbursement;

   (d) a Debtor having a claim against another Debtor;

   (e) any direct or indirect non-debtor subsidiary of a Debtor
       having a claim against a Debtor; and

   (f) any professionals whose retention in these Chapter 11
       cases have been approved by the Court.

The procedures for filing proofs of claim against the Debtors'
estates are:

1. Claims filed before the entry of the Order Establishing a Bar
   Date

   Any claim that was filed with the Clerk of the Court before
   the entry of a Bar Date Order, that substantially conforms to
   the Official Form No. 10, will be deemed properly filed,
   subject to the right of the Debtors or any other party-in-
   interest to object to the allowance of the claim.

2. Transfers of Claims

   If a timely filed claim is transferred, the transferee must:

    (i) file a notice of transfer of the claim with the Claims
        Agent, in accordance with Bankruptcy Rule 3001(e), by
        forwarding the notice to the Claims Agent; and

   (ii) serve a copy of the notice of transfer on the Debtors'
        counsel.

3. Form of Proof of Claim

   Due to the size and complexity of these Chapter 11 cases,
   with the assistance of the Claims Agent, Bankruptcy Services,
   LLC, the Debtors have prepared a proof of claim form tailored
   to conform to these cases.  The proposed Proof of Claim is
   based on Official Form 10.  The substantive modifications to
   the Official Form proposed by the Debtors include:

   (a) adding a list of all of the Debtors, their case numbers,
       and their trade names and former names;

   (b) providing room for BSI to add the name and address of
       each creditor;

   (c) allowing the creditor to correct any incorrect
       information contained in the name and address portion;

   (d) adding additional categories to the "Basis of Claim"
       section; and

   (e) including certain instructions.

4. Substance of Proof of Claim

   The proofs of claim against the Debtors' estates must be:

   (a) written in the English language;

   (b) denominated in lawful currency of the United States as of
       the Petition Date; and

   (3) supported by evidence in accordance with the requirements
       of applicable laws and rules.

5. Place and Time for Filing Proofs of Claim

   Proofs of claim must be filed so that they are actually
   received by BSI on or before the Bar Date -- or alternative
   deadline for filing special claims -- by 5:00 p.m. Prevailing
   Eastern Time.

5. No Prejudice regarding Claim Objections

   The Bar Date Order must provide that, notwithstanding the fact
   that the Debtors have scheduled a claim as liquidated and
   undisputed, the Debtors will not be precluded from objecting
   to any claim, whether scheduled or not.

A creditor's failure to timely or properly file a proof of claim
in accordance with the Bar Date Order, provided that the filing
is required, will:

   (1) constitute grounds for disallowance of that claim;

   (2) render the creditor ineligible for distributions under
       any confirmed Chapter 11 plan of reorganization; and

   (3) render the claimant bound by the terms of any confirmed
       plan of reorganization. (Mirant Bankruptcy News, Issue No.
       6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAHIGIAN BROTHERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Nahigian Brothers Galleries Incorporated
        2025 Dempster
        Evanston, Illinois 60201

Bankruptcy Case No.: 03-36182

Type of Business: The Debtor runs the handmade rug lease
                  operations at Marshall Field's.

Chapter 11 Petition Date: September 3, 2003

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Michael L. Gesas, Esq.
                  Gesas, Pilati, Gesas and Golin, Ltd.
                  53 W Jackson Blvd.
                  Suite 528
                  Chicago, IL 60604
                  Tel: 312-726-3100

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Bokara                                              $1,637,073
c/o Jan Soleimani
276 Fifth Avenue
New York, NY 10001

Bashian Oriental Rugs                               $1,625,265
c/o George Bashian
100 Park Plaza Drive
Secaucus, NJ 07094

Marjan International Corp.                            $361,373
c/o Morad Miradi
41 East 31st Street
New York, NY 10016

Nourison                                              $276,570
5 Sampson Street
Saddle Brook, NJ 07662

Firdous Oriental Rugs, Inc.                           $178,854

Cyrus                                                 $121,271

Noo Noo Rug Company                                    $84,000

TAEE                                                   $69,860

Endless Knot                                           $32,200

Safavieh Carpets                                       $29,000

Kalaty Rug Company                                     $27,124

Darius                                                 $24,170

Rahmanan                                               $21,039

Sphinx                                                 $19,066

Renaissance Carpet & Tapest                            $18,802

Momeni, Inc.                                           $14,866

M.E.R. Corporation                                     $12,695

Couristan                                               $9,676

Master Looms                                            $5,857

Samad                                                   $4,323


NAT'L STEEL: Obtains Open-Ended Lease Decision Period Extension
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates obtained
approval from the Court extending the time within which they may
assume or reject unexpired non-residential real property leases.
This is the Debtors' fourth extension and the deadline is extended
through confirmation of their Plan. (National Steel Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


NET PERCEPTIONS: Reaches Settlement of Real Estate Obligations
--------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) has entered into lease
termination agreements for its office facilities located in Edina,
Minnesota, Roseland, New Jersey and Austin, Texas.

The aggregate amount of the three settlements totals approximately
$5.4 million and will be paid during the month of September 2003.
The Company anticipates recording a one-time charge of
approximately $625 thousand during the quarter ending
September 30, 2003 related to these settlements. The balance of
the $5.4 million settlement was previously accrued on the
Company's June 30, 2003 balance sheet.

As disclosed in the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 2003 filed with the Securities and
Exchange Commission on August 14, 2003, the Company's total future
obligations under operating leases (which solely relate to real
estate) were approximately $22.1 million at June 30, 2003. The
Company's total future obligations under these leases, net of
anticipated sublease income, were approximately $9.7 million at
June 30, 2003. Thus, the settlement agreements described above
cancel approximately $21.7 million of the gross operating lease
obligations and approximately $9.6 million of the operating lease
obligations, net of anticipated sublease income, when measured
from June 30, 2003.

The Company anticipates total future obligations under operating
leases will be approximately $250 thousand at September 30, 2003.
The Company anticipates total future obligations under operating
leases, net of anticipated sublease income, will be approximately
$42 thousand at September 30, 2003. The Company will remain in its
Edina corporate headquarters indefinitely under a month-to-month
lease for approximately 3,000 square feet pursuant to a separate
agreement with the building owner.

The Company also announced that the total amount paid in the
special cash distribution announced on August 6, 2003 and paid on
September 2, 2003 was approximately $42.2 million, and that as a
result of the exercise of employee and director options, the
actual number of shares outstanding on September 2, 2003 was
28,132,072. The Company also stated that after giving effect to
the adjustment in connection with the special cash distribution,
there are currently outstanding options to purchase up to
approximately 4.1 million shares of common stock of which
approximately 400 thousand have exercise prices significantly
above the current trading prices and approximately 3.7 million
have exercise prices below current trading prices with a weighted
average exercise price of $0.31 per share.

Finally, the Company announced that William Lansing had resigned
from the Company's Board of Directors.

Net Perceptions (Nasdaq:NETP) is a software and services company
that provides solutions for intelligent customer interaction that
drive demand, grow revenue and increase profitability. Founded in
1996, Net Perceptions is headquartered in Minneapolis, Minnesota.
Customers include market leaders such as 3M, Brylane, Great
Universal Stores, J.C. Penney, J&L Industrial Supply and Half.com.
For more information visit http://www.netperceptions.com

                           *   *   *

As reported in Troubled Company Reporter's August 8, 2003 edition,
the Company is considering a plan of dissolution and liquidation
as a possible course of action, while also seeking to settle or
otherwise resolve, as soon and to the extent reasonably
practicable, its existing obligations and liabilities, and
continuing to explore asset dispositions and any other third party
proposals which may be presented, with a view to resolving the
Company's future and providing maximum additional value to
stockholders as soon as possible.

The Company also announced a reduction in its workforce of twelve
positions, leaving the Company with ten full time employees,
including certain senior management and administrative employees
and, in an effort to preserve the value of the Company's
technology and products, certain key engineers familiar with these
assets. As part of the personnel reduction, Donald Peterson, the
Company's President and Chief Executive Officer, will be leaving
the Company and will receive certain severance benefits under his
previously disclosed employment contract. Mr. Peterson will also
resign as a director. Thomas Donnelly, the Company's Chief
Operating Officer and Chief Financial Officer, will become
President and will continue as Chief Financial Officer.

In its SEC Form 10-Q filed for the quarter ended March 31, 2003,
Net Perceptions reported:

"We have sustained losses on a quarterly and annual basis since
inception. As of March 31, 2003, we had an accumulated deficit of
$219 million. Our net loss was $2.4 million in the first quarter
of 2003 (including $1.2 million of restructuring related charges),
compared to a net loss of $3.5 million in the first quarter of the
prior year (including $367,000 of restructuring charges and
$80,000 of amortization of goodwill and other intangibles and non-
cash stock compensation expense). These losses resulted from
significant costs incurred in the development and sale of our
products and services as well as a decline in our product revenues
since the third quarter of 2000 which, based upon current marked
conditions and other factors, is likely to continue in 2003. We
anticipate that our operating expenses will also continue to
decline in 2003 and will continue to constitute a material use of
our cash resources. We also expect to incur additional losses and
continued negative cash flow from operations for the foreseeable
future. We do not expect to achieve profitability in 2003.

"In February 2003, in response to continued uncertainties in the
marketplace and the difficulties we are likely to continue facing
as a small public company, we engaged U.S. Bancorp Piper Jaffray,
Inc. to assist us in the exploration of near-term strategic
alternatives. Based on the outcome of this process, we expect to
determine in the near term how best to proceed to maximize
stockholder value. However, we cannot predict whether or when a
transaction will result from this process, or otherwise.
Accordingly, it is currently not feasible for management to make
estimates as to our future operating results with any certainty."


NETDRIVEN SOLUTIONS: June 30 Net Capital Deficit Tops $1.2 Mill.
----------------------------------------------------------------
NetDriven Solutions Inc. (TSE:NDS), announced Q3, 2003 operating
results and restructuring plans for NDS and its subsidiary
companies.

                  Q3 2003 Operating Results

Revenues generated by the Company in the first nine months of 2003
increased approximately $1,295,273 or 205% compared to the same
period in fiscal 2002. This increase is driven primarily by
revenues of the Partners Computer Systems subsidiary.

Total expenses for the first nine months ending June 30, 2003 have
decreased approximately $507,000 or 20% as compared to the
previous period. This decrease was driven primarily by the closing
of the Partners Computer Systems IT infrastructure support
business and the resignation or termination of almost all related
management and employees. Also contributing to the expense
reduction was the sale of the Ksuite knowledge protection and
sharing software. The Company's Loss from Operations improved by
approximately 23% as compared to the same period the previous
year. The Company's cash on hand as at June 30, 2003 was
approximately $35,771, a decrease of approximately $285,594
compared to the fiscal 2002 year end. This decrease is due
primarily to cash used in repayments of bank loans and other
remittances.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $3 million and a total shareholders'
equity deficit of about $1.2 million.

               Resignation of President and CEO

Mr. Frank Tersigni has resigned as President, CEO and Chairman of
the Company for personal reasons. The Board of Directors does not
anticipate appointing a new chief executive until the Company has
been restructured.

                      Restructuring Plan

The Company was not successful in it's efforts to attract the
necessary capital to expand the IT business of PCS to achieve
sufficient positive cash flow in order to expand in the IT
outsourcing sector. Drastic reductions in management and staffing
were made and the Company went to great efforts to attract
suitable amalgamation or takeover partners. The expressions of
interest received from various parties did not materialize into
binding arrangements. During this time the Company fell below the
listing requirements for the TSX and was suspended from trading
August 1, 2003 and has 12 months to meet the listing requirements
of the TSX in order to reapply to resume trading.

Therefore, the Board of Directors in conjunction with key
stakeholders has determined the only remaining course of action is
to overhaul it's organizational structure, balance sheet and
capital structure. In addition to the restructuring, the Company
is pursuing strategic options, including additional capitalization
and acquisitions.

                  Organizational Restructuring

As indicated above, the Company has accepted the resignations of
or has terminated almost all management and employees and has
retained a minimal staff to assist in restructuring. All
subsidiaries or entities related to Partners Computer Systems,
including 956752 Ontario Limited, Ray Williamson Holdings Ltd.,
Light Stream Technologies Inc. and Partner Computer Systems (The
Partnership) have been put into voluntary bankruptcy by the
Company. The Trustee appointed to liquidate the assets of such
subsidiary companies is Schonfeld Inc., Receivers and Trustees of
Toronto, Ontario.

The remaining subsidiary companies of NDS are not active and will
be sold or closed down before the end of the 2003 fiscal year in
order to simplify the organizational structure of the Company.

                    Balance Sheet Restructuring

The balance sheet of NDS currently has approximately $2,000,000 in
liabilities after excluding the obligations of Partners Computer
Systems. The Company intends to make an informal proposal to
creditors for cash and shares to settle these liabilities. The
Company has determined to not pursue a formal Notice of Intent to
Restructure in an effort to keep the costs low and to provide the
best settlement package for the creditors. Creditors will be
contacted in the next 7-10 days with the specific proposal, with
the intention to settle all debt by September 30, 2003, the fiscal
year end of NDS.

                      Capital Restructuring

Currently the Company has approximately 33,000,000 shares
outstanding. It is anticipated that the Company will offer up to
5,000,000 shares for creditor settlement. In addition, the Company
intends to seek new capital to defray restructuring expenses
through a small equity placement, the terms of which have not yet
been determined. Further capital alterations may be required to
accommodate the needs of new participants in the Company.

                     Strategic Alternatives

The Company is currently investigating strategic opportunities for
the shareholders such as an acquisition, joint venture or merger.
The restructuring plans will require the cooperation and approval
of the creditors and shareholders of the Company. Although the
Company currently sees no other alternatives, there is no
assurance this cooperation will be forthcoming.


NORTHWESTERN CORP: Files for Chapter 11 Reorganization in Del.
--------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) has filed a voluntary
petition for relief seeking to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware to facilitate a financial
restructuring of the Company.

NorthWestern's subsidiaries including Blue Dot Services Inc. and
Expanets, Inc. were not included in the Chapter 11 filing. The
Company said it is currently in discussions with interested
parties regarding the sale of its principal nonutility businesses
including Expanets and Blue Dot.

NorthWestern said that the Chapter 11 financial reorganization
process should help it to significantly reduce debt, improve its
capital structure and ensure the long-term financial health of its
core utility operations. The Company's current financial
challenges result primarily from the implementation of a
diversification strategy and the significant amount of debt
incurred as part of that strategy.

For the past several months, NorthWestern has been working to
effectuate an out-of-court restructuring. The Company said it was
unable to accomplish all the initiatives required to implement a
restructuring outside the Chapter 11 process. These initiatives
included obtaining additional financing, selling its nonutility
businesses and gaining shareholder support to change the Company's
Certificate of Incorporation which would have allowed the issuance
of additional equity to restructure debt.

"Our Board of Directors and the new management team worked very
hard to effectuate a restructuring outside of the court, and we
are disappointed that we were unable to do so," said Gary G.
Drook, NorthWestern's President and Chief Operating Officer.
"However, we believe that reorganization under Chapter 11 will
enable us to address our financial challenges while we continue to
operate normally in serving our utility customers."

                DIP Financing Commitment Arranged

In conjunction with its filing, the Company has arranged a
commitment for $100 million of debtor-in-possession financing from
Bank One, N.A. Combined with unrestricted cash of approximately
$20 million as of Sept. 12, 2003, and normal cash flow, the DIP
financing will provide additional liquidity to continue normal
operations, including the procurement of energy supplies, as the
Company restructures.

"The objective of our reorganization is to emerge as a financially
stable, investment grade energy company," said Drook. "We have a
solid utility operation and I am confident that by providing us
with access to new financing and an orderly process to work with
our creditors and restructure our debt, Chapter 11 reorganization
will enable NorthWestern to become a stronger service provider,
better business partner and preferred employer going forward."

       Senior Noteholders Express Support for Reorganization

A representative of the unofficial committee of NorthWestern's
Senior Noteholders provided the Company with the following
statement, "The unofficial committee of Senior Noteholders of
NorthWestern, the members of which collectively hold beneficially
more than 50 percent of the Company's Senior Notes, supports the
Company in its restructuring efforts, including its filing of a
voluntary Chapter 11 petition. The Unofficial Committee agrees
with the Company that a substantial deleveraging of the Company's
balance sheet, through a conversion of substantially all of the
Company's unsecured debt into virtually all of the Company's
equity, is critical to allowing the Company to emerge successfully
from Chapter 11 as an investment grade entity and to better serve
the needs of its creditors, customers and the community."

Drook commented, "We believe that obtaining the support of our
senior unsecured creditors is an important step in expediting our
reorganization process."

            Utility Services Continue to Operate Normally

NorthWestern does not anticipate any significant operational
changes, workforce reductions or changes in compensation and
benefits as a result of the Chapter 11 reorganization filing.
NorthWestern will pay post-petition vendors in the normal course
of business.

Drook said, "Serving our customers remains our most important
business mission, and this filing does not change our commitment
to continue delivering reliable energy services. In fact, we
strongly believe that NorthWestern's reorganization will
ultimately benefit our customers as it will improve our financial
condition and restore our credit ratings, enabling greater
flexibility in procuring energy which will lead to more stable
rates in the long-term."

Common Stock, Trust Preferreds Expected to Be Delisted from the
NYSE NorthWestern stated that it has been advised by the New York
Stock Exchange that trading of the Company's common stock and all
series of its trust preferred securities will be suspended and the
NYSE will thereafter proceed to delist them. The Company will not
oppose the NYSE's action and expects its common stock and trust
preferred securities to be delisted upon approval by the
Securities and Exchange Commission.

NorthWestern had previously stated in its public filings that if
the Company filed for protection under the U.S. Bankruptcy Code,
its common stockholders could lose their entire investment. As a
result of the bankruptcy filing, NorthWestern said it believes
there is no value in the Company's common stock.

NorthWestern has retained Lazard Freres & Co. LLC as financial
advisors. Paul, Hastings, Janofsky & Walker LLP is the Company's
primary restructuring counsel.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 598,000 customers in Montana, South Dakota and
Nebraska. NorthWestern also has investments in Expanets, Inc., a
nationwide provider of networked communications and data solutions
to small and mid-sized businesses; and Blue Dot Services Inc., a
provider of heating, ventilation and air conditioning services to
residential and commercial customers.


NORTHWESTERN CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: NorthWestern Corporation
        125 S. Dakota Avenue
        Sioux Falls, South Dakota 57104
        aka Northwestern Public Service Company
        aka The Montana Power, LLC
        aka NorthWestern Energy, LLC
        aka NorthWestern Energy-SD/NE
        aka NorthWestern Energy-Montana

Bankruptcy Case No.: 03-12872

Type of Business: NorthWestern Corporation is one of the largest
                  providers of electricity and natural gas in the
                  Upper Midwest and Northwest.

Chapter 11 Petition Date: September 14, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Scott D. Cousins, Esq.
                  Victoria Watson Counihan, Esq.
                  William E. Chipman, Jr., Esq.
                  Greenberg Traurig LLP
                  Brandywine Bldg
                  1000 West Street
                  Suite 1540
                  Wilmington, DE 19801
                  Tel: 302 661-7000
                  Fax: 302-661-7360

                          -and-

                  Jesse H. Austin, III, Esq.
                  Karol K. Denniston, Esq.
                  Paul, Hastings, Janofsky & Walker LLP
                  600 Peachtree Street, NE
                  Twenty-fourth Floor
                  Atlanta, Georgia 30308
                  Tel: 404-815-2400

Total Assets: $2,624,886,000 (as of June 30, 2003)

Total Debts: $2,758,578,000 (as of June 30, 2003)

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
JP Morgan Chase Bank                              $470,000,000
450 West 33rd Street
15th Floor
New York, NY 10001
Attn: Lawrence O'Brien, VP

JP Morgan Chase Bank                              $250,000,000
450 West 33rd Street
15th Floor
New York, NY 10001
Attn: Lawrence O'Brien, VP

Wilmington Trust Company                          $114,300,000
100 North Market Street
Wilmington, DE 19890

Wilmington Trust Company                          $110,100,000
100 North Market Street
Wilmington, DE 19890

JP Morgan Chase Bank                              $105,000,000
450 West 33rd Street
15th Floor
New York, NY 10001
Attn: Lawrence O'Brien, VP

The Bank of New York                               $67,000,000
101 Barclay Street
New York, NY 10286
Attn: Marybeth A. Lewicki

Wilmington Trust Company                           $56,700,000
100 North Market Street
Wilmington, DE 19890

Wilmington Trust Company                           $33,500,000
100 North Market Street
Wilmington, DE 19890

Citibank N.A.                                      $20,000,000
120 Wall Street
New York, NY 10043
Attn: O. Bahachewsky, VP

Citibank N.A.                                      $15,000,000
120 Wall Street
New York, NY 10043
Attn: O. Bahachewsky, VP

Citibank N.A.                                       $5,000,000
120 Wall Street
New York, NY 10043
Attn: O. Bahachewsky, VP

Wells Fargo Bank                                      $272,923
Fed Payroll Taxes
Sioux Falls, SD 57101

Orcom Solutions                                       $226,778

Rocky Mountain Contractors, Inc.                      $136,259

Wesco                                                  $97,485

Bell Lumber & Pole Company                             $73,525

Howard Industries, Inc.                                $73,065

ADP Investors Communication Service                    $59,695

Howard Industries, Inc.                                $46,365

Montana Electric Supply                                $42,800


NORTHWESTERN CORP: Cancels Adjourned Shareholders' Meeting
----------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) cancelled its previously
adjourned stockholders' meeting because the Company did not
receive sufficient votes from stockholders on a proposal to amend
the Company's Restated Certificate of Incorporation.

The stockholders meeting was adjourned on Aug. 26, 2003, to allow
for continued voting on the proposal. However, as of today, the
Company had received 17,344,109 votes for the proposal. Passage of
the proposal required a majority approval of the outstanding stock
of the corporation or 18,840,049 votes.

The proposal would have approved amendments to and a restatement
of the Company's Restated Certificate of Incorporation that would
have included authorizing an increase in the number of shares of
common stock from 50 million shares to 250 million shares and
authorizing issuance of up to 50 million shares of new preferred
stock. The Company was seeking the authority to issue additional
shares as part of its effort to restructure debt.

Gary G. Drook, President and CEO of NorthWestern Corporation,
said, "We are very disappointed that we were unable to obtain
shareholder approval of this proposal. This proposal was one of
the necessary preconditions to provide the Company the ability to
restructure its debt outside of bankruptcy. As we have stated, we
are examining the possibility of seeking protection under Chapter
11 -- an option that would enable us to continue to operate our
business normally while we develop a financial restructuring plan
that attracts the support of our creditors. Our primary business
mission remains being a stable and reliable provider of
electricity and natural gas to our customers."

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 598,000 customers in Montana, South Dakota and
Nebraska. NorthWestern also has investments in Expanets, Inc., a
nationwide provider of networked communications and data services
to small and mid-sized businesses, and Blue Dot Services Inc., a
provider of heating, ventilation and air conditioning services to
residential and commercial customers.


NOVEX SYSTEMS: Dime Comm'l Selling Certain Foreclosed Properties
----------------------------------------------------------------
Effective September 3, 2003, The Sherwin-Williams Company
surrendered for cancellation all of its Novex Systems
International 1,000,000 shares of common stock and all of its
Novex Systems International 1,758,839 shares of preferred stock,
including accrued stock dividends after February 28, 2003. The
decision was based solely on Sherwin-Williams' review of its
mandatory right to convert its preferred shares into common stock
pursuant to an agreement reached on August 7, 2000, which upon
exercise would have resulted in Sherwin-Williams owing 90+% of the
Company's common stock. Under the circumstances Sherwin-Williams
preference was to terminate its entire ownership interest in the
Company, versus having to assume a substantial controlling
interest in the Company pursuant to the terms and conditions of
the August 7, 2000 agreement.

Effective September 3, 2003, the Company has terminated all of its
preferred shares having had a liquidation preference of $1.00 per
share, or a face value of $1,758,359, and has reduced its issued
and outstanding common stock by 1,000,000 shares to 25,245,187.
The cancellation of these shares will result in an increased
ownership interest for all remaining shareholders.

The Company's former bank, Dime Commercial Corp., refused to
extend its foreclosure date of July 1, 2003, to enable the Company
to close a contract to sell its former operating plant in Clifton,
New Jersey to a buyer that had agreed to purchase the property for
$1,380,000 (and had placed $100,000 into escrow). On July 1, 2003,
pursuant to the foreclosure, the Company conveyed full ownership
of its real property and personal tangible property to Dime. The
Company continues to own all of its intangible personal property
which it needs to remain as a going concern.

Dime has since listed the real property for sale at $1,500,000 and
has appraised the personal tangible property at $157,575 for a
total value of $1,657,575. On July 1, 2003, the full amount of the
judgment owed to Dime, plus costs was $1,336,299. The Company has
demanded in a formal court filing that it receive a surplus of the
difference between the fair market value of its property and the
judgment. A hearing will be scheduled for mid-September to make
the determination.


NRG ENERGY: McClain Debtor Has Until Sept. 23 to File Statements
----------------------------------------------------------------
NRG McClain LLC has over 400 potential creditors.  Given the size
and complexity of its business operations and the fact that
certain prepetition invoices have not yet been received or
entered into its financial accounting systems, NRG McClain has
begun, but has not yet finished, compiling the information
required to complete its Schedules of Assets and Liabilities and
Statement of Financial Affairs.  The conduct and operation of its
business operations require NRG McClain to maintain complex
accounting systems.

Accordingly, the Court extends extend the deadline for NRG
McClain to file its Schedules and Statement through and including
September 23, 2003. (NRG Energy Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


OGLEBAY NORTON: Reaches Agreements with Senior Secured Lenders
--------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) has entered into agreements
with its bank group and senior secured note holders to amend its
credit agreements.

The amendments provide the company with relief on restrictive
covenants and restore the company's ability to draw on its credit
facility to fund operations and make the interest payment due on
its 10%, 2/1/09 Senior Subordinated Notes. The company intends to
make the interest payment as soon as practicable, subject to
notice and new record date requirements under the indenture
governing the notes.

"A lot of hard work from all sides went into achieving mutually
acceptable amendments to these credit agreements. We appreciate
the strong support we received from our bank group and senior
secured note holders," said Oglebay Norton President and Chief
Executive Officer Michael D. Lundin.

Lundin said the amendments represent a crucial first step towards
a successful restructuring of the company. He said the company
will engage Lazard Freres Company as its financial restructuring
adviser.

"Lazard will be working with us on our financial structure to
improve our balance sheet," he said. "While it is far too early to
talk about the specifics of any restructuring, our goal is to
reduce our long-term debt load."

Lundin continued, "Achieving these agreements with our senior
secured lenders enables us to move forward with our business plan.
As we previously stated, in addition to permanently reducing long-
term debt, the plan calls for ongoing cost reductions, asset sales
and capitalizing on new business opportunities. We believe the
most significant new business opportunities are in our limestone
and limestone fillers operations."

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. The company's Web site is
located at http://www.oglebaynorton.com


OWENS CORNING: Gets Nod to Make $178MM Pension Plan Contribution
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Fitzgerald permits the Owens Corning
Debtors to make a $178,000,000 Pension Plan contribution by
September 15, 2003.  Judge Fitzgerald also allows the Debtors to
file a copy of their unredacted request under seal to keep it out
of public view.

                         *     *     *

                          Backgrounder

For decades, the Owens Corning Debtors have sponsored pension
plans to provide retirement income to eligible employees, which
are now embodied in a merged pension plan called the Owens Corning
Merged Retirement Plan.  The Pension Plan is an Employee
Retirement Income Security Act of 1974 defined benefit pension
plan qualified under the Internal Revenue Code.  It now has 30,200
participants.

The Pension Plan covers eligible salaried and hourly employees.
When a Plan Participant retires, the Pension Plan provides a
pension benefit based on formulas set forth in the plan document.
A participant's benefit, whether paid as an annuity or lump sum,
is independent of the Pension Plan's investment performance.

For most participating hourly employees, the benefit formulas
typically provide a monthly pension at retirement multiplied by
years of service.  This retirement formula varies by employee
group and can be different for past and future years of service.
For most hourly employees, benefits earned for service after
January 1, 1995 can only be received in the form of an annuity; a
lump sump option may be available on benefits earned prior to
January 1, 1995.

Prior to January 1, 1996, salaried employees were covered by a
traditional final average pay pension formula.  The formula
provided a monthly benefit at retirement based on a percentage
determined by the average compensation earned over the prior
three years.  On January 1, 1996, the salaried pension formula
was converted to a cash balance formula.  Cash balance accounts
work like savings accounts.  They grow monthly by Pay/Service
Credits and Interest Credits.  The Pay/Service Credits are based
on defined percentages of covered compensation or defined dollar
amounts.  The Interest Credits are based on five-year U.S.
Treasury rates.  When the employment relationship ends,
participants may receive the value of their benefit in a lump sum
or an annuity.

Both the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code mandate that every employer maintaining a
qualified benefit plan must make minimum funding contributions if
plan funding falls below certain levels.  Failure to pay required
minimum funding contributions to an Employee Retirement Income
Security Act plan might result in termination of a plan.

Pursuant to Section 412 of the Internal Revenue Code, the Pension
Plan's actuary must annually determine whether required minimum
funding contributions must be made and in what amount.

The Pension Plan's actuary, Buck Consultants, has projected that
the Debtors will be required to make mandatory minimum funding
contributions under applicable laws and regulations, plus
variable premiums to the Pension Benefit Guaranty Corporation
over the next five years.

                         *     *     *

According to the Debtors, the unedited Pension Motion, which
states the amount to be paid to the Pension Plan, and the
Affidavit of Steven M. Rabinowitz, F.S.A., are confidential and
commercial in nature and should not be subject to disclosure to
the general public.

To protect the confidential information contained in the Motion
and the Rabinowitz Affidavit, the Debtors obtained the Court's
permission to file the documents under seal for in camera review
by the Court only and to redact the Pension Motion for public
dissemination.

The unredacted Pension Motion and the Affidavit contain actuarial
assumptions, projections, and determinations, including specific
projected mandatory minimum pension fund contributions, which the
Debtors must make under applicable laws and regulations, as well
as projected, required pension fund contributions.  In addition,
the Pension Motion addresses the ramifications for failure to
make Pension Plan contributions. (Owens Corning Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OXFORD AUTOMOTIVE: S&P Keeps Watch After Cancelled Debt Offering
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Troy, Michigan-based Oxford Automotive Inc. on
CreditWatch with negative implications, following the cancellation
of the company's recent debt offering.

"We need to evaluate the company's current capital structure,
liquidity sources and alternative financing plans," said Standard
& Poor's credit analyst Eric Ballantine.

At the same time, Standard & Poor's withdrew its 'B+' rating on
the company's previously proposed $75 million secured bank credit
facility and its 'B-' rating on the company's proposed $240
million senior secured second lien notes.

Since the postponement of the debt offering, Oxford has received
some additional financing from its equity sponsor, and it is
anticipated that the company will receive additional financial
support in the near term. Still, the company remains aggressively
leveraged and has limited liquidity.

Failure to provide a new financing package that provides
sufficient liquidity and financial flexibility would result in
significantly lower ratings.

Oxford is a tier-one supplier of specialized metal-formed systems,
modules, and assemblies. The company has three main product areas:
structural assemblies, mechanisms, and springs. Oxford's core
products are assemblies that contain multiple stamped parts,
forgings, and various welded, or fastened, components that are
incorporated into the body or undercarriage of the vehicle.


PARK PHARMACY: Disclosure Statement Hearing Slated for October 2
----------------------------------------------------------------
On September 2, 2003, the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division  approved a Corrected Order and
Notice of Hearing on Debtor's Disclosure Statement, with respect
to a Joint Disclosure Statement that was filed by Park Pharmacy
Corporation with the Court. A hearing to consider approval of the
Debtor's Disclosure Statement shall be held in the Court on
October 2, 2003 at 2:30 p.m.

Park Pharmacy is engaged in providing pharmacy services in retail
pharmacy, infusion pharmacy, institutional pharmacy, and wholesale
pharmacy distribution. The Company filed for Chapter 11 protection
on December 2, 2002, in the U.S. Bankruptcy Court for the Northern
District of Texas (Dallas) (Bankr. Case No. 02-80896).


PG&E NATIONAL: Gets Final Approval to Hire Alvarez and Marsal
-------------------------------------------------------------
The PG&E National Energy Group Debtors obtained the Court's
final approval to appoint Joseph A. Bondi and William H. Runge
III, both Managing Directors of Alvarez and Marsal, Inc.

A&M will provide the NEG Debtors with restructuring services and
individuals to act as officers and directors.  Joseph A. Bondi
will be designated to serve as Chief Restructuring Officer and
Chief Executive Officer, and as director of NEG.  William H.
Runge III will be assigned as Associate Restructuring Officer and
Interim Chief Financial Officer.  A&M will also provide other
personnel to serve as executive officers or directors in one or
more of the Debtors' and their non-debtor subsidiaries' board.

With the Court's final approval, A&M to:

     (a) assist in the overall management of the reorganization
         efforts in connection with its $4,000,000,000 in existing
         obligations;

     (b) assist in developing detailed business scenarios
         including operating and cash flow projection for each
         business entity and each operating unit in support of
         proposed restructuring plans and proposals for the NEG
         Debtors as a whole and for individual legal business
         entities;

     (c) assist in developing short term cash flow forecasts and
         liquidity plans for each business entity and the Debtors
         as a whole;

     (d) review operating and restructuring plans and, in
         conjunction with the NEG Debtors' investment banker and
         assist with presentation and communication of those plans
         to the Board of Directors, creditors and other
         constituents;

     (e) assist in financing issues including assistance in
         preparation of reports, liaison and negotiations with
         creditors and their advisors; and

     (f) assist in developing employee retention programs.

A&M will be entitled to these considerations for its services:

     (1) A $125,000 monthly fee for Mr. Bondi's services;

     (2) A $100,000 monthly fee for Mr. Runge's services;

     (3) The payment of fees based on the firm's customary,
         standard hourly rates for other personnel:

            Managing Directors         $525 - 650
            Directors                   400 - 475
            Associates                  250 - 350
            Analysts                    180 - 250

     (d) reimbursement of all reasonable out-of-pocket expenses.
         (PG&E National Bankruptcy News, Issue No. 5; Bankruptcy
         Creditors' Service, Inc., 609/392-0900)


PHILIP SERVICES: Picks High River as Reorganization Plan Sponsor
----------------------------------------------------------------
Philip Services Corporation (OTC:PSCD.PK)(TSE:PSC) has selected
High River Limited Partnership, an affiliate of Carl C. Icahn, as
the winning acquirer pursuant to a plan sponsorship and bidding
procedures order previously approved by the US Bankruptcy Court
for the Southern District of Texas.

Under that proposal, High River, among other things, will provide
an exit loan facility of $150 million to the reorganized company
and will pay $20 million for a 20% equity interest in the
reorganized company on the effective date of a plan of
reorganization. The Board of Directors approved the High River
Plan after an auction among several bidders and the Bankruptcy
Court approved the Company to proceed with the High River Plan
after a hearing last week.

Under the High River Plan, as currently constituted, entities
owned by Carl C. Icahn would, in the aggregate, own a majority of
the outstanding shares of the reorganized Company. If the High
River Plan is ultimately confirmed, the Company is expected to
emerge from Chapter 11 before year-end 2003. During the period
prior to confirmation of the Plan, the Company expects to continue
to operate utilizing a $35 million debtor-in-possession loan
facility made available by an Icahn affiliate as well as
utilizing, pursuant to agreement, certain cash collateral held by
its senior lenders.

"The Board's selection of the High River Plan starts us on the
road to recovery and financial stability," said Robert L. Knauss,
Principal Executive Officer and Chairman of the Board. "We expect
to have sufficient funding to last until the end of the year and,
upon confirmation of the Plan, the assurance that the Company will
emerge as an ongoing entity no longer burdened by excess debt and
troublesome legacy issues," added Mr. Knauss.

PSC expects to file a plan of reorganization and disclosure
statement based on the High River Plan promptly. The disclosure
statement for the plan of reorganization and the plan of
reorganization itself have not yet been presented to or approved
by the Bankruptcy Court. Confirmation of the High River Plan is,
as in all Chapter 11 proceedings, subject to confirmation by a
vote of certain creditors and no assurance can be given that the
Plan will be confirmed as currently proposed.

Headquartered in Houston, Texas, Philip Services Corporation is an
industrial and metals services company with two operating groups:
PSC Industrial Services provides industrial cleaning and
environmental services; and PSC Metals Services delivers scrap
charge optimization, inventory management, remote scrap sourcing,
by-products services and industrial scrap removal to major
industry sectors throughout North America. The Company and most of
its U.S.-domiciled subsidiaries filed for Chapter 11 protection on
June 2, 2003.


PILLOWTEX: Gets Nod to Pay $2.5MM Prepetition Medical Benefits
--------------------------------------------------------------
On the Petition Date, the Pillowtex Debtors obtained Court
authority to pay prepetition benefits under a Self-Insured Plan to
Continuing Employees.  While the Debtors did not at that time seek
authority to pay certain Terminated Employees' Prepetition Medical
Claims, the Debtors reserved their right to file further pleadings
to pay prepetition compensation including those for Terminated
Employees.

The Debtors understand that without these medical benefits, many
Terminated Employees, and their families, would suffer hardship
and, in some instances, serious financial difficulties.
According to Donna L. Harris, Esq., at Morris, Nichols, Arsht &
Tunnel, in Wilmington, Delaware, the Debtors have developed a
plan wherein they can arrange for satisfaction of all or
substantially all of the Terminated Employees' Prepetition
Medical Claims.

Accordingly, the Debtors ask the Court to allow them to:

   (a) use up to $2,500,000 of estate assets to pay the
       Terminated Employees' Prepetition Medical Claims;

   (b) contact the providers of the medical services to negotiate
       discounts in the total amounts owed in respect of the
       Terminated Employees' Prepetition Medical Claims;
       and

   (c) take any necessary and appropriate actions to ensure
       that to the extent any financial assistance is obtained
       from the Fieldcrest Cannon Foundation, or other charitable
       institution, in respect of the Terminated Employees'
       Prepetition Medical Claims, the assistance can be
       processed in a manner deemed advisable and efficient by
       the Debtors to pay for the Terminated Employees'
       Prepetition Medical Claims.

Ms. Harris asserts that the requested payments is justified
pursuant to Sections 105(a) and 363 of the Bankruptcy Code in
that:

   (a) The Debtors' July 2003 shutdown and the resulting
       termination of the Terminated Employees has generated an
       overwhelming response from all corners -- local and
       national press, state and federal governmental officials
       and agencies, and the Terminated Employees themselves.  A
       substantial amount of this attention was focused on the
       Debtors' inability to make payments in respect of the
       prepetition accruals under the Self-Insured Plans and the
       popular, though misconceived, perception that the Debtors'
       failure to make these payments is a result of the Debtors'
       intentional design, as opposed to a consequence of the
       operation of the Bankruptcy Code; and

   (b) The payment of the Terminated Employees' Prepetition
       Medical Claims is likely also to increase the morale of
       the Debtors' remaining Employees, upon whose efforts the
       successful liquidation of the Debtors' assets depends.
       (Pillowtex Bankruptcy News, Issue No. 50; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


PNC MORTGAGE: Fitch Affirms B Rating on 1997-PR1 Class B4 Notes
---------------------------------------------------------------
Fitch Ratings has affirmed the following PNC Mortgage Securities
Corporation, mortgage pass-through certificates:

PNC Mortgage Securities Corporation, mortgage pass-through
certificates, series 1997-PR1

        -- Class A 'AAA';
        -- Class M 'AAA';
        -- Class B1 'AAA';
        -- Class B2 'A+';
        -- Class B3 'BBB';
        -- Class B4 'B'.

The affirmations are due to credit enhancement consistent with
future loss expectations.


ROBOTIC VISION: Secures Temporary Exception from Nasdaq Criteria
----------------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (NasdaqSC: ROBVE) announced
that its common stock will continue to be listed on The Nasdaq
SmallCap Market via an exception from the minimum bid price
requirement.

While RVSI failed to meet this requirement as of July 28, 2003,
RVSI was granted a temporary exception from this standard subject
to RVSI meeting certain conditions.  The exception will expire on
November 17, 2003.  In the event RVSI is deemed to have met the
terms of the exception, it shall continue to be listed on The
Nasdaq SmallCap Market.  RVSI believes that it can meet these
conditions, however, there can be no assurance that it will do so.
If at some future date RVSI's securities should cease to be listed
on The Nasdaq SmallCap Market, they may continue to be quoted in
the OTC Bulletin Board. Effective with the market open on Friday,
September 12, 2003 and for the duration of the exception, RVSI's
Nasdaq symbol will be RBVEC.

Robotic Vision Systems, Inc. (NasdaqSC: ROBVE) -- whose June 30,
2003 balance sheet shows a total shareholders' equity deficit of
about $13 million -- has the most comprehensive line of machine
vision systems available today. Headquartered in Nashua, New
Hampshire, with offices worldwide, RVSI is the world leader in
vision-based semiconductor inspection and Data Matrix-based unit-
level traceability. Using leading-edge technology, RVSI joins
vision-enabled process equipment, high- performance optics,
lighting, and advanced hardware and software to assure product
quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds approximately
100 patents in a broad range of technologies. For more information
visit http://www.rvsi.com


ROWE INT'L: Alexander Enterprises Buying Substantially All Assets
-----------------------------------------------------------------
Rowe International, Inc., entered into an agreement to sell
substantially all of its assets to Alexander Enterprises, LLC.  In
this connection, the Debtor asks the U.S. Bankruptcy Court for the
Western District of Michigan to approve the Asset Purchase
Agreement entered by the Debtor and Alexander.

Alexander will purchase the Debtors' assets in an amount equal to
the sum of:

     a) the amount of Debtor's cash, if any, plus

     b) the value of Debtor's trade receivables, plus

     c) the value of Debtor's inventory, plus

     d) $750,000.

The Debtor reports that it has experienced significant financial
difficulties.  The Debtor has determined that it is not possible
to operate its business profitably under the current market
conditions in the retail industry.  The Debtor decided that in the
best mechanism for maximizing asset value for the benefit of the
estate and its creditors is through an expeditious sale of its
assets.

The sale is subject to higher and better offers.  The Bid
Protection consists of a requirement that any alternative bid by a
Qualified Bidder be a cash bid of $1,000,000 in excess of the
Purchase Price.

The Debtor will pay Alexander Enterprises a $300,000 Break-Up Fee
and an additional $300,000 for Break-Up Expenses in the event that
Alexander is not the successful Bidder to acquire the Purchased
Assets in the Auction.

In order to insure the highest and best offer for the purchased
Assets as a group, the Debtor has developed the Bidding Procedures
as a means of allowing competitive bidding.

Only Qualified Bidders will be permitted to participate in the
sales process. To be deemed a Qualified Bidder, the Potential
Bidder must deliver to the Debtor and to JPMorgan Chase, not later
than 4:00 p.m. on September 23, 2003:

     i) current audited financial statements of the Potential
        Bidder or such other form of financial disclosure
        acceptable to the Debtor demonstrating such Bidder's
        ability to close a proposed transaction and

    ii) a preliminary, non-binding proposal regarding the
        purchase price range of the bid and the financing of the
        transaction.

Alexander is automatically deemed a Qualified Bidder based on its
willingness to act as stalking horse bidder in connection with the
auction for the Purchased Assets and the Debtor's prior
determination of Alexander's financial qualifications.

Qualified Bidders must have a good faith deposit payable to the
order of the Debtor in the amount of $1,000,000.

The Debtor intends to conduct an auction on the day prior to the
Sale Hearing at the offices of:

          Miller, Johnson, Snell & Cummiskey, P.L.C.
          250 Monroe Avenue, N.W., Suite 800
          Grand Rapids, Michigan 49503

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


SAFETY-KLEEN: Wants to Preserve Avoidance Actions for 90 Days
-------------------------------------------------------------
Reorganized Safety-Kleen Services, Inc. and its affiliate debtors
ask Judge Walsh to extend the time to effect service of original
process for the Avoidance Actions, by 90 more days.

To recall, Safety-Kleen Services, Inc. and its affiliate debtors
are plaintiffs in 421 adversary proceedings to avoid and recovery
property.

Before initiating the Avoidance Actions, Jeffrey C. Wisler, Esq.,
at Connolly Bove Lodge & Hutz LLP, relates that Safety-Kleen
sought and obtained a Procedures Order which decreed that,
"[n]otwithstanding Bankruptcy Rule 7004(e), no Initial Summons or
Amended Summons shall be deemed stale until the expiration of the
120-day period following the filing of the Complaint."

None of the Complaints filed in the Avoidance Actions have been
served. However, Safety-Kleen has sent a letter to each of the
defendants explaining the status of the Avoidance Actions,
advising them that "until you have been served with a Summons and
Complaint, you are not required to take any action," and offering
to provide each defendant with any additional information that may
be needed.  The Debtors' counsel has responded to dozens of
telephone calls from defendants and has repeated this advice.

As a result of the two-year statute of limitations to commence
certain causes of action, the Debtors were required to commence
avoidance actions by June 9, 2002 or potentially forfeit such
causes of action. The Debtors' confirmed Plan provides that, on
the Effective Date, the Avoidance Actions will be assigned to the
Safety-Kleen Creditor Trust for the benefit of the unsecured
creditors.  The Creditor Trust will have full discretion to pursue
and settle the Avoidance Actions.  Safety-Kleen recognizes that
the Creditor Trust will need time to evaluate the Avoidance
Actions and determine the best course to maximize recoveries.
Accordingly, Safety-Kleen asks the Court to maintain the current
status quo of the Avoidance Actions pending completion of the
Creditor Trust's evaluation process -- a process Safety-Kleen
believes will take at least an additional 90 days.

The Debtors believe that they have neither acted negligently nor
acted in bad faith in not serving the Complaints to this point.
The Debtors further believe that good cause exists to grant the
requested extension.  It has been in the best interest of the
Debtors' reorganization process to delay the service of the
Complaints, because serving the Complaints prior to the completion
of the reorganization process against a potentially significant
percentage of the Debtors' current vendors could have resulted in
substantial harm to the estates and the Debtors' ability to
complete the reorganization.  Further, it is in the best interest
of the Debtors' creditors to allow additional time for the
Creditor Trust to evaluate the Avoidance Actions in order to
maximize its recovery from these Actions.

Moreover, no Defendant has been or will be prejudiced by not
requiring service at this time.  In the event the Debtors or the
Creditor Trust determine it is appropriate to pursue an Avoidance
Action, an Amended Summons will be issued and the Complaint,
Amended Summons, and a copy of the Procedures Order will be served
on each Defendant consistent with applicable rules.  The defendant
will be afforded every protection and applicable time period as if
the Complaint was first filed on the day the Amended Summons is
issued.

Safety-Kleen and the Creditor Trust reserve their rights to
request additional extensions of time to effect service of
original process of the Complaints.  (Safety-Kleen Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


SK GLOBAL: Court Approves BSI Appointment as Claims Agent
---------------------------------------------------------
SK Global America Inc. 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.

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)


SLATER STEEL: Lenders Agree to Amend DIP Financing Facility
-----------------------------------------------------------
Slater Steel Inc. has entered into an agreement with its lenders
to amend its debtor-in-possession financing facility. The
amendment provides for the facility to be reduced by $15 million
to $30 million. The initial DIP facility was based on the
Company's forecast of cash requirements throughout the creditor
protection filing period. The amendment to the DIP facility is a
result of Slater's anticipated cash requirements principally due
to the restructuring of the stainless steel bar operations.

The amendment also allows for the DIP facility to be terminated by
the Company's lenders on five business days' notice. Under the
initial credit agreement, the facility could be terminated by the
lenders on 10 business days' notice. In addition, the amendment
requires Slater Steel and its advisors, with the assistance of the
Monitor, to prepare by September 29, 2003 an implementation and
alternative plan with respect to the operations and assets of the
Company.

The amendment is subject to U.S. court approval.

Slater Steel is a mini mill producer of specialty steel products.
The Company's mini mills are located in Fort Wayne, Indiana,
Lemont, Illinois, Hamilton and Welland, Ontario and Sorel-Tracy,
Quebec.


SNYDER'S DRUG STORES: McKesson Will Continue to Supply Snyder's
---------------------------------------------------------------
McKesson Corporation (NYSE:MCK) announced that the company will
continue to provide pharmaceutical distribution to Snyder's Drug
Stores during its recently announced reorganization and
recapitalization, which includes the sale and/or liquidation of
the assets of its subsidiary Drug Emporium. McKesson does not
expect any material impact on its pharmaceutical distribution
revenues as a result of the Drug Emporium liquidation.

As a result of the reorganization of Snyder's and the liquidation
of Drug Emporium, McKesson expects to record a charge of
approximately $30 million to bad debt expense in the quarter
ending September 30, 2003. The charge reflects primarily the
write-off of certain loans previously made by McKesson to Snyder's
and Drug Emporium. Drug Emporium was acquired out of bankruptcy in
September 2001 by Snyder's, which has been a customer of McKesson
since 1996.

McKesson Corporation (NYSE:MCK) is a Fortune 20 healthcare
services and information technology company dedicated to helping
its customers deliver high-quality healthcare by reducing costs,
streamlining processes and improving the quality and safety of
patient care. Over the course of its 170-year history, McKesson
has grown by providing pharmaceutical and medical-surgical supply
management across the spectrum of care; healthcare information
technology for hospitals, homecare and payors; hospital and retail
pharmacy automation; and services for manufacturers and payors
designed to improve outcomes for patients. For more information,
visit http://www.mckesson.com


SOUNDVIEW: Related Class B Notes Rating Dives Down to D Level
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-2 and B from Soundview Home Equity Loan Trust series 2001-1. At
the same time, ratings are affirmed on 13 other classes issued by
Financial Asset Securities Corp. (Soundview) and Soundview Home
Equity Loan Trust (series 2000-1, 2001-1, and 2001-2).

The lowered ratings reflect a decrease in credit support
percentages to the subordinate classes due to net losses that
consistently and significantly exceed excess interest, resulting
in an erosion of overcollateralization within the past 10 months.
The complete erosion of overcollateralization resulted in losses
being allocated to class B from series 2001-1. Based on the
current performance, it is not likely that the principal loss will
be recoverable. In addition, future interest payments will be
determined on the new, lower balance.

The affirmed ratings reflect current credit support percentages
that are sufficient to support the assigned ratings. Loss
protection is provided by overcollateralization, subordination,
and excess interest. Furthermore, the senior classes from series
2001-1 are supported by bond insurance provided by Financial
Security Assurance Inc. ('AAA' financial strength rating).

Total delinquencies reported on the August 2003 distribution
statements were 23.13% (2000-1), 25.73% (2001-1), and 15.52%
(2001-2). Serious delinquencies were 12.92% (2000-1), 15.78%
(2001-1), and 9.33% (2001-2); and cumulative losses were 3.45%
(2000-1), 2.47% (2001-1), and 0.98% (2001-2).

The pools initially consisted of fixed- and adjustable-rate,
subprime mortgage loans secured by first liens and second liens on
owner-occupied, one- to four-family dwellings. Series 2000-1 has
collateral provided by Credit-Based Asset Servicing and
Securitization LLC that had been purchased from ContiFinancial
Corp. (series 2001-1 has collateral originated by Delta Funding
Corp.); and 2001-2 has collateral originated by United Companies
Lending Corp., ContiMortgage Corp. (group 1), and Wells Fargo Home
Mortgage (group 2).

Litton Loan Servicing L.P., a select servicer in Standard & Poor's
Servicer Evaluations program, is the servicer of the series 2000-1
and 2001-2 mortgage loans. Saxon Mortgage Services Inc., also a
select servicer, is the servicer of the 2001-1 mortgage loans.

                         RATINGS LOWERED

          Soundview Home Equity Loan Trust Series 2001-1
                        Asset-backed certs

                    Rating
        Class   To          From
        M-2     BBB+        A
        B       D           BBB

                         RATINGS AFFIRMED

        Financial Asset Securities Corp.
        Series 2000-1 asset-backed certs

        Class   Rating
        A-1F    AAA
        A-1V    AAA
        M-1     AA
        M-2     A
        B       BBB

         Soundview Home Equity Loan Trust Series 2001-1
                        Asset-backed certs

        Class   Rating
        A       AAA
        A-IO    AAA
        M-1     AA

        Soundview Home Equity Loan Trust Series 2001-2
                        Asset-backed certs

        Class   Rating
        AF      AAA
        AV      AAA
        M-1     AA
        M-2     A
        M-3     BBB


SPIEGEL INC: Independent Examiner Files Report with Dist. Court
---------------------------------------------------------------
The Spiegel Group announced that the Independent Examiner
appointed by the U.S. District Court in Chicago has submitted his
report to the Court and other parties.  In March, the company
entered into a Consent and Stipulation with the Securities and
Exchange Commission resolving, in part, claims asserted in the
action brought against the company by the SEC.

As part of the terms of the Consent and Stipulation, the company
consented to the appointment of an independent examiner by the
Court to review its financial records since January 1, 2000, and
to provide a report to the Court and other parties regarding its
financial condition and financial accounting. The company
voluntarily filed the report with the SEC on Form 8-K Friday.

A full-text copy of the filing is available for free at:


http://www.sec.gov/Archives/edgar/data/276641/000094787103002136/0000947871-
03-002136.txt

The company stated that it remains committed to cooperating fully
with the SEC in its investigation of the company's compliance with
federal securities laws.  The company is not commenting on the
investigation or the content of the Independent Examiner's report.

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


TOYS R US: David J. Schwartz Promoted To SVP and General Counsel
----------------------------------------------------------------
David J. Schwartz has been named Senior Vice President & General
Counsel of Toys "R" Us, Inc.  The announcement was made today by
Christopher Kay, Executive Vice President, Operations of Toys "R"
Us, Inc.

"I am pleased to announce David's promotion to Senior Vice
President and General Counsel for Toys "R" Us," said Mr. Kay.
"For the past year and a half, David has had primary
responsibility for the daily management of the legal department.
He is being promoted to General Counsel because he has
demonstrated the ability to be a good business partner and a great
lawyer to all of the divisions and departments within the company.
Under his leadership, the legal department has been a great
example of what we are trying to accomplish with our shared
services organization."

Mr. Schwartz's new responsibilities include oversight and
management of the company's legal affairs worldwide, including
litigation, corporate and securities transactions, employment and
labor matters and intellectual property oversight.

Mr. Schwartz joined Toys "R" Us in 2001 as Vice President,
Corporate Counsel.  He was promoted to Deputy General Counsel in
2002.  Prior to that, he was a Corporate Partner at Anderson, Kill
& Olick, P.C. in New York, NY. Mr. Schwartz is a 1989 graduate of
Duke University where he earned a B.A. in Economics.  He completed
his J.D. in 1992 at the University of Pennsylvania School of Law
in Philadelphia and earned his MBA in 1999 from Columbia
University Business School in New York.  He currently resides in
New Jersey with his wife and two daughters.

Toys "R" Us (Fitch, BB+ Senior Debt and B Commercial Paper
Ratings, Stable), one of the world's leading retailers of toys,
children's apparel and baby products, currently sells merchandise
through 1,611 stores worldwide: 680 toy stores in the United
States; 557 international toy stores, including licensed and
franchised "R" Us stores; 188 Babies "R" Us stores; 146 Kids R Us
children's clothing stores; 36 Imaginarium stores; 4 Geoffrey
stores; and through Internet sites at http://www.toysrus.com
http://www.babiesrus.com http://www.imaginarium.comand
http://www.giftsrus.com


TRICO MARINE: Chairman and CEO Adopt Prearranged Trading Plans
--------------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) announced that Chairman
of the Board Ronald O. Palmer and President and Chief Executive
Officer Thomas E. Fairley have entered into prearranged stock
trading plans pursuant to SEC Rule 10b5-1 of the Securities
Exchange Act of 1934.

Rule 10b5-1 permits officers and directors of public companies to
adopt predetermined plans for selling specified amounts of stock.
The plans may be used to diversify investment portfolios and to
minimize the market effect of stock sales.

Palmer and Fairley hold stock options to purchase, in the
aggregate, 638,466 shares that expire in October 2003.  The
options were granted to them when Trico was formed in 1993.  Under
their respective trading plans, an aggregate of 405,000 shares
acquired upon exercise of the options will be sold for their
accounts at intervals during the term of the plans to primarily
cover the cost of exercising their respective options as well as
all estimated tax liability.

"Ron and I are adopting the 10b5-1 plan on the recommendation of
our respective advisors as an orderly way of dealing with stock
options which are scheduled to expire in the near future.  Both
Ron and I continue to be confident about the Company's prospects
and both of us will retain significant ownership in the Company
after the conclusion of our individual trading plans," Fairley
said.

Trico Marine provides a broad range of marine support services to
the oil and gas industry, primarily in the Gulf of Mexico, the
North Sea, Latin America, and West Africa.  The services provided
by the Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities.  Trico has principal offices in
Houma, Louisiana, and Houston, Texas.  Visit
http://www.tricomarine.comfor more information on the Company.

As reported in Troubled Company Reporter's June 18, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on petroleum industry services provider Trico Marine
Services Inc., to 'B' from 'B+' and senior unsecured rating to
'CCC+' from 'B'. The ratings downgrade follows a review of Trico's
current and expected liquidity and financial performance. The
outlook remains negative.

As of March 31, 2003, Houma, Louisiana-based Trico had roughly
$382 million worth of debt outstanding.


TWINLAB CORP: Looks to FTI Consulting for Financial Advice
----------------------------------------------------------
Twinlab Corporation and its debtor-affiliates are asking for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to engage FTI Consulting as financial
advisors to provide necessary financial advisory services in the
Company's chapter 11 cases.

The Debtors report that in this engagement, FTI is expected to
provide:

     a) assistance to the Debtors in the preparation of
        financial related disclosures required by the Court,
        including the Schedules of Assets and Liabilities, the
        Statement of Financial Affairs and Monthly Operating
        Reports;

     b) assistance to the Debtors with information and analyses
        required pursuant to the Debtors' Debtor-In-Possession
        financing including, but not limited to, preparation for
        hearings regarding the use of cash collateral and DIP
        financing;

     c) assistance with the identification and implementation of
        short-term cash management procedures;

     d) advisory assistance in connection with the development
        and implementation of key employee retention and other
        critical employee benefit programs;

     e) assistance and advice to the Debtors with respect to the
        identification of core business assets and the
        disposition of assets or liquidation of unprofitable
        operations;

     f) assistance with the identification of executory
        contracts and leases and performance of cost/benefit
        evaluations with respect to the affirmation or rejection
        of each;

     g) assistance regarding the valuation of the present level
        of operations and identification of areas of potential
        cost savings, including overhead and operating expense
        reductions and efficiency improvements;

     h) assistance in the preparation of financial information
        for distribution to creditors and others, including, but
        not limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;

     i) attendance at meetings and assistance in discussions
        with potential investors, banks and other secured
        lenders, the Creditors' Committee appointed in this
        chapter 11 case, the U.S. Trustee, other parties in
        interest and professionals hired by the same, as
        requested;

     j) analysis of creditor claims by type, entity and
        individual claim, including assistance with development
        of a database to track such claims;

     k) assistance in the preparation of information and
        analysis necessary for the confirmation of a Plan of
        Reorganization in this chapter 11 case;

     l) assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers; and

     m) other general business consulting or such other assistance
        as Debtors' management or counsel may deem necessary that
        are consistent with the role of a financial advisor and
        not duplicative of services provided by other
        professionals in this proceeding.

Denis O'Connor will lead this engagement.  Mr. O'Connor reports
that his firm's hourly rates are:

      Senior Managing Director            $550 - $650 per hour
      Directors / Managing Directors      $350 - $550 per hour
      Associates / Senior Associates      $150 - $375 per hour
      Administration / Paraprofessionals  $ 75 - $185 per hour

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


UNITED AIRLINES: KBC Bank Wants Stay Relief to Exercise Set-Off
---------------------------------------------------------------
KBC Bank N.V. wants to set off the funds it held in United
Airlines' four Belgium Deposit Accounts against the due and owing
prepetition lease payments for airplanes leased by United.  Thus,
by this motion, KBC Bank asks the Court to lift the automatic
stay.

KBC Bank is an Owner Participant with a property interest in two
airplanes leased by United via a Trust Indenture and
Participation Agreement, whereby Wilmington Trust acts as the
Owner Trustee.  On December 1, 1993, United entered into
agreements with Wilmington Trust, acting as Owner Trustee,
regarding two airplanes with Tail Nos. 957UA and 955UA.  First,
United entered into the Owner Trustee's Purchase Agreement and
Assignment.  Then, United entered into Lease Agreements for the
Airplanes.

As of the Petition Date, United owed KBC Bank $1,929,292.

United maintains four deposit accounts with KBC in Brussels,
Belgium, with an aggregate balance at the Petition Date of
EUR1,751,729.

Ronald R. Peterson, Esq., at Jenner & Block, argues that KBC has
a valid and enforceable right of set-off pursuant to Section 553
of the Bankruptcy Code and applicable non-bankruptcy law.
Consequently, cause exists under Section 362(d)(1) to modify the
automatic stay to allow KBC to effect the set-off. (United
Airlines Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


US FLOW: Wants Nod to Tap Chikol Equities as Financial Advisors
---------------------------------------------------------------
US Flow and its debtor-affiliates tell the U.S. Bankruptcy Court
for the Western District of Michigan that they need to employ
Chikol Equities, Inc., as their Financial Advisor in these chapter
11 cases.

The Debtors explain that they have selected Chikol Equities
because of its extensive and diverse experience, knowledge and
reputation in restructuring. The Debtors believe that Chikol
Equities possesses the requisite resources and is well qualified
to provide the services that will be required.  Additionally,
Chikol Equities has been providing services to USFLOW since its
engagement in late 2002, and has developed a thorough
understanding of Debtors' operations.

As the Debtors' Financial Advisor, Chikol Equities will:

     a) meet with Company management and obtain an understanding
        of the status of operations and recent performance in
        light of current and historical industry and economic
        conditions;

     b) analyze, evaluate and comment upon Debtors' most current
        and short-term cash flow forecasts;

     c) analyze and refine Debtors' business plan, and assist
        Debtors in considering its strategic alternatives,
        including without limitation the going concern sale of
        one or more subsidiaries or divisions;

     d) produce a detailed liquidation analysis inclusive of
        estimated creditor recoveries;

     e) assist Debtors in identifying and developing potential
        strategies with respect to its secured debt and other
        creditor constituencies; and

     f) perform such other tasks as Debtors may request from
        time to time in connection with these chapter 11 cases.

Chikol Equities's standard daily rates of compensation are:

          Partners                   $2,250 per day
          Senior Associates          $1,750 per day
          Associates                 $1,200 per day

David Kerbdle will lead the team in this engagement.

Headquartered in Grand Rapids, Michigan, US Flow Corporation filed
for chapter 11 protection on August 12, 2003 (Bankr. W.D. Mich.
Case No. 03-09863).  Robert F. Wardrop, II, Esq., at Wardrop &
Wardrop, P.C., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $69,056,000 in total assets and $123,461,000
in total debts.


U.S. STEEL: Unit Completes Acquisition of Sartid a.d. for $23MM
---------------------------------------------------------------
United States Steel Corporation (NYSE: X) confirmed that its
wholly owned subsidiary U. S. Steel Balkan, d.o.o. has completed
its purchase out of bankruptcy of Serbian steelmaker Sartid a.d.
(Sartid) and related subsidiaries for a purchase price of
approximately $23 million.

Sartid is an integrated steelmaker with annual raw steel design
production capability of 2.4 million net tons, of which
approximately one-third is currently operational.

                          *   *   *

As reported in Troubled Company Reporter's May 9, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated steel producer United States Steel Corp. to
'BB-' from 'BB' based on concerns about the firm's increased
financial risk.

Standard & Poor's removed its ratings on Pittsburgh, Pennsylvania-
based United States Steel from CreditWatch, where they were placed
with negative implications on Jan. 9, 2003. The current outlook is
negative. The company had about $1.7 billion in lease-adjusted
debt at March 31, 2003.

At the same time, Standard & Poor's assigned its 'BB-' rating to
United States Steel Corp.'s $350 million senior notes due 2010.


U.S. STEEL: Vice President Leonard H. Chuderewicz Retires
---------------------------------------------------------
United States Steel Corporation (NYSE: X) announced that Leonard
H. Chuderewicz, vice president-diversified businesses, will retire
at the end of September after serving the company for 32 years.
His responsibilities will be assigned to other company executives.

"Len's steelmaking and business expertise have helped to keep U.
S. Steel in the forefront of the steel industry," said U. S. Steel
President and Chief Operating Officer John P. Surma. "His
leadership, commitment to excellence and strong work ethic will be
missed."

Chuderewicz, 54, began his career with U. S. Steel in 1971 as an
operating trainee at Irvin Works near Pittsburgh. He was promoted
to turn foreman the next year and advanced through several foreman
and general foreman positions in various areas of the plant before
he was named process engineer in 1983. He was named area manager
of galvanizing and terne coating in 1984, and was promoted to
division manager-rolling in 1985.

From 1988 to 1998, Chuderewicz served in several leadership
positions at three U. S. Steel joint venture operations: plant
manager of Double Eagle Steel Coating Company in Dearborn, Mich.,
a joint venture with Rouge Industries Inc.; president of USS-POSCO
Industries in Pittsburg, Calif., a joint venture with Korea's
Pohang Iron & Steel Co. Ltd; and president of USS/KOBE Steel
Company, in Lorain, Ohio, U. S. Steel's former joint venture with
Kobe Steel Ltd. of Japan.

Chuderewicz was named general manager of Gary Works in 1998, a
position he held until 2001, when he was promoted to vice
president-raw materials at Pittsburgh headquarters. In March 2003,
he was named to his current position, vice president-diversified
businesses.

Chuderewicz holds a bachelor of science degree in electrical
engineering from the University of Pittsburgh and master's degree
in business administration from Duquesne University.

For more information about U. S. Steel visit its Web site at
http://www.ussteel.com

As reported in Troubled Company Reporter's May 9, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated steel producer United States Steel Corp. to
'BB-' from 'BB' based on concerns about the firm's increased
financial risk.

Standard & Poor's removed its ratings on Pittsburgh, Pennsylvania-
based United States Steel from CreditWatch, where they were placed
with negative implications on Jan. 9, 2003. The current outlook is
negative. The company had about $1.7 billion in lease-adjusted
debt at March 31, 2003.

At the same time, Standard & Poor's assigned its 'BB-' rating to
United States Steel Corp.'s $350 million senior notes due 2010.


VICWEST: Implements Plan of Reorganization Under CCAA in Canada
---------------------------------------------------------------
Vicwest Corporation announced that its plan of compromise and
reorganization pursuant to the Companies' Creditors Arrangement
Act was implemented on September 15, 2003.

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products.


VSOURCE INC: July 31 Balance Sheet Upside-Down by $2.6 Million
--------------------------------------------------------------
Vsource, Inc. (OTC Bulletin Board: VSCE), a global leader in
providing customized business process outsourcing services to
Fortune 500 and Global 500 companies, announced its financial
results for its second quarter and first half of fiscal 2004.

Revenue for the quarter ended July 31, 2003, totaled $4.83
million, compared to $7.30 million for the same prior year period.
The company reported a net loss available to common shareholders
of $4.55 million or $2.43 per basic share for the second quarter.
Net loss available to common shareholders during the period
included non-cash charges of $2.86 million from deemed non-cash
dividends to preferred shareholders and $0.04 million from
amortization of stock-based compensation expenses.  Excluding the
deemed non-cash dividend, Vsource's net loss was $1.70 million in
the second quarter of fiscal 2004.  The company did not record a
deemed dividend in the second quarter ended July 31, 2002, when it
reported a net loss available to common shareholders of $0.91
million or $0.53 per basic share.

Revenue for the first half of fiscal 2004 totaled $9.53 million,
compared to $15.0 million for the same prior year period.  The
company reported a net loss available to common shareholders of
$8.76 million or $4.72 per basic share for the first half of
fiscal 2004.  Net loss available to common shareholders during the
period included non-cash charges of $5.64 million from deemed non-
cash dividends to preferred shareholders and $0.09 million from
amortization of stock-based compensation expenses.  Excluding the
deemed non-cash dividend, Vsource's net loss was $3.12 million for
the first half of fiscal 2004.  The company did not record a
deemed dividend in the same prior year period when it reported a
net loss available to common shareholders of $2.05 million or
$1.19 per basic share.

The Company's earnings before interest, taxes, depreciation and
amortization, adjusted to exclude non-cash amortization of stock-
based compensation expenses of $0.04 million were a loss of $1.11
million for the quarter ended July 31, 2003, compared with
Adjusted EBITDA of $0.96 million, adjusted to exclude non-cash
stock compensation charges of $0.34 million, for the same prior
year period.  For the first half of fiscal 2004, Adjusted EBITDA
were a loss of $1.91 million, adjusted to exclude non-cash stock
compensation charges of $0.09 million, compared with Adjusted
EBITDA of $1.74 million, adjusted to exclude non-cash stock
compensation charges of $0.85 million, for the same prior year
period. Adjusted EBITDA represents a non-GAAP (Generally Accepted
Accounting Principles) financial measure.  A table reconciling
this measure to the appropriate GAAP measure is included in the
notes to the consolidated financial statements included in this
release.  Net cash as of July 31, 2003 totaled $7.46 million,
compared to $6.25 million as of July 31, 2002 and $11.15 million
as of January 31, 2003.

Commenting on second quarter results, Vsource Chairman and Chief
Executive Officer, Phil Kelly said, "Second quarter revenues were
lower principally as the result of a decline during the past year
in the number of Gateway computer end users in the Asia-Pacific
region, for whom we provide warranty support services.  This was
inevitable given that Gateway stopped selling new computer
products in this region at the end of 2001.  Also, our ability to
generate new revenues was affected by the outbreak of the well
documented Severe Acute Respiratory Syndrome in Asia during the
first half of this year, which disrupted business operations
throughout the region, interfering with the ability of our sales
staff to meet with new and existing clients."

"During the quarter, however, we made excellent progress building
out infrastructure and rolling out services to existing clients,
particularly for our Human Resources Solutions," said Mr. Kelly.
"We added four more countries to our automated Asia-Pacific
payroll solution, quadrupling the number of client employees that
are utilizing it.  This solidifies the scaleable platform that we
are using to support a growing number of Fortune 500 and Global
500 clients.  We also migrated a major portion of our travel and
expense claims processing solution to a new automated solution,
which is servicing clients throughout Europe and Asia-Pacific.
And, we made significant progress on building out infrastructure
and systems to support the large number of small-to-medium sized
U.S. based clients that will be coming onboard when we complete
our merger with TEAM America, Inc.  In addition, we initiated
activities to build another 'Vsource Customer Center' in North
Asia to support a new major client."

Vsource Vice-Chairman and Chief Financial Officer Dennis Smith
noted that the need to maintain the company's staffing and
infrastructure levels, to support existing operations and to be
able to rapidly scale up to handle expected new clients, including
TEAM America's clients, resulted in increased operating losses.
"We have focused on reducing Gateway-related costs to match
declines in Gateway-related revenues and have had to add
additional infrastructure to prepare for the Team America merger
and new clients expected to come on line later this year."

Vsource's results for the three months and six months ended
July 31, 2003 included $0.34 million of revenues generated from a
services contract with TEAM America, Inc.  On June 12, 2003,
Vsource announced that it had entered into a merger agreement with
TEAM America, Inc. (Nasdaq: TMOS), a leading BPO company
specializing in Human Resources.  It expects that as a result of
the merger, the scope of its human resources solutions will be
expanded to include small to medium-sized companies in the United
States.  The merger is expected to be completed in the company's
third quarter of fiscal 2004.

Vsource, Inc.'s July 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.6 million.

Vsource, Inc., headquartered in La Jolla, Calif., provides
business process outsourcing (BPO) services under the Vsource
Versatile Solutions(TM) trade name, to Fortune 500 and Global 500
organizations across the Asia-Pacific region, Europe and the US.
Vsource Versatile Solutions include Human Resource Solutions,
Warranty Solutions, Sales Solutions, and Vsource Foundation
Solutions(TM), which include Financial Services, Customer
Relationship Management and Supply Chain Management.  Vsource
operates shared customer service centers (Vsource Customer
Centers) in Malaysia and Japan, and has offices in the United
States, Hong Kong, Singapore, and Australia.  Vsource clients
include ABN AMRO, Agilent Technologies, EMC, Gateway, Haworth,
Network Appliance and other Fortune 500 and Global 500 companies.

For more information, visit the Vsource Web site:
http://www.vsource.com


WATER DRILLING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Water Drilling, Inc.
        10150 E. 106th Avenue
        Brighton, Colorado 80601-7174

Bankruptcy Case No.: 03-27910

Chapter 11 Petition Date: September 9, 2003

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates, P.C.
                  730 17th St.
                  Suite 240
                  Denver, CO 80202
                  Tel: 303-572-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Schlumberger Technology Corporation                    $87,819

Dealers Fund, Inc.                                     $75,000

Resource Environmental Group Services                  $45,742

Hilderbrand Service and Supply, Inc.                   $42,384

Pro Co Pump and Drilling Supply                        $42,276

Gullion Electric Plant Service                         $29,437

Key Energy Services, Inc.                              $25,121

Pumps, Inc.                                            $22,726

J & M Machine                                          $22,348

Wagy's Services                                        $19,718

Quality Drilling Services                              $18,218

Sunstate Equipment Company                             $17,383

Green Bit & Tool, Inc.                                 $13,522

Colorado Tubulars/Aztec Pipe, LLC                      $13,196

Gray Oil Company                                       $12,787

Figure 11 Studio, Inc.                                 $11,792

Inter American Oil Works, Ltd.                          $9,566

Stanley Fastener & Shop Supply                          $9,099

A Teama Resources, Inc.                                 $8,784

D & D Water Service, Inc.                               $8,662


WEBSTER CLASSIC AUCTIONS: Case Summary & 3 Unsecured Creditors
--------------------------------------------------------------
Debtor: Webster Classic Auctions, Inc.
        1928 Gulf-To-Bay Blvd.
        Clearwater, Florida 33765
        dba Golden Classics

Bankruptcy Case No.: 03-17617

Type of Business: Sale of classic automobiles

Chapter 11 Petition Date: August 25, 2003

Court: Middle District of Florida (Tampa)

Judge: Thomas E. Baynes Jr.

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 N MacDill Avenue
                  Tampa, FL 33609
                  Tel: 813-877-4669

Total Assets: $2,412,600

Total Debts: $2,094,500

Debtor's 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Daniel R. Newcombe          Loans                     $109,000

Dan O'Hara                  Loans                      $57,000

Bill Jackson                Loans                      $50,000


WEIRTON STEEL: Wants to Modify Key Employee Retention Program
-------------------------------------------------------------
Weirton Steel Corporation's Court-approved Key Employee Retention
Program provides for maximum aggregate payments equal to
$2,873,000 and consists of three components:

   -- The Stay Bonus Plan;
   -- Severance Plan; and
   -- CEO Discretionary Pool.

Thus, the Debtor asks the Court to approve a modification of the
Retention Program to reduce the payment that may become due by
$350,000.

According to Mark E. Freedlander, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, in New York, the Modified Retention
Program still includes a Stay Bonus Plan, a Severance Plan and a
CEO Discretionary Pool.  Under the Modified Retention Program,
the components will be altered as:

   (a) the number of participants in the Stay Bonus Plan will be
       reduced from 9 to 7;

   (b) the severance benefits of one individual will be reduced
       from 24 months of base salary and medical benefits to 12
       months of base salary and medical benefits; and

   (c) the CEO Discretionary Pool will be increased by $75,000 to
       a total of $700,000.

The change in the amounts of potential payments to be made as a
result of the changes to each part of the Retention Program are
summarized as:

                          Severance      CEO
                            Plan     Discretionary
             Stay Bonus   (Maximum       Pool
                Plan      Payments)    (Maximum)      Total
             ----------   ---------  -------------    -----
Approved
Retention
Program        $666,000  $1,582,000   $625,000   $2,873,000

Modified
Retention
Program         478,000   1,345,000    700,000    2,523,000

Cost
Reduction
or Increase    (188,000)   (237,000)    75,000     (350,000)

Mr. Freedlander notes that the Court-approved Retention Program
was modest in both scope and cost.  This is evidenced by the fact
that the consideration authorized under the Court-approved Stay
Bonus Plan was only slightly in excess of 10% of market median
for Stay Bonus Plan approved in other Chapter 11 cases according
to Buck's market analysis.

Under the Modified Retention Program, the Stay Bonus Plan
provides for consideration that includes fewer people and costs
approximately 7% of market median.  The maximum consideration
that may be paid under the Modified Retention Program reflects a
12% decrease from the maximum payments under the Court-approved
Retention Program, and the reduction in the cost of the Stay
Bonus Plan exceeds 28%.

Mr. Freedlander points out that the Modified Retention Program
demonstrates the Debtor's recognition of the necessity of
conserving financial resources in its Chapter 11 proceeding.

Pursuant to Section 363(b) of the Bankruptcy Code, the Court
allows the Debtor to implement the Modified Retention Program and
make authorized payments. (Weirton Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEREHOUSE ENTERTAINMENT: Selling All Assets to Trans World
-----------------------------------------------------------
Trans World Entertainment Corporation (Nasdaq: TWMC), a leading
retailer of entertainment products, has reached agreement in
principal to acquire substantially all of the assets of Wherehouse
Entertainment, Inc.

Wherehouse, currently operating in Chapter 11 bankruptcy, is a
specialty music retailer, which owns and operates 148 stores
located primarily in the western United States. Upon completion of
the sale, Trans World expects to retain 113 of the Wherehouse's
best performing stores. The remaining 35 stores will be liquidated
by a joint venture comprised of Hilco Merchant Resources, LLC,
Gordon Brothers Retail Partners, LLC and The Ozer Group LLC. The
transaction represents total consideration of $41 million in cash
and assumed liabilities. The transaction is subject to the
approval of the U.S. Bankruptcy Court for the District of Delaware
and is expected to close in early October 2003.

"These stores represent an excellent fit both strategically and
operationally with our free standing format and provide us with a
unique opportunity to expand our presence on the west coast and
gain significant market share in Los Angeles," commented Robert J.
Higgins, Chairman and Chief Executive Officer of Trans World
Entertainment. "This acquisition further validates our strategic
plan of using our strong balance sheet to find financially
attractive opportunities as our industry continues to
consolidate."

"The terms and timing of this deal are particularly attractive as
we head into the all-important holiday season. Most importantly,
we expect this acquisition to be immediately accretive, adding to
our earnings in the fourth quarter and for the year," added
Higgins.

Trans World Entertainment is a leading specialty retailer of music
and video products. The Company currently operates 831 retail
stores in 46 states, the District of Columbia, the U.S. Virgin
Islands, Puerto Rico and an e-commerce site, http://www.fye.com
In addition to its 209 freestanding locations under the names
Coconuts Music and Movies, Strawberries Music, Spec's, Planet
Music and Second Spin, the Company also operates 622 mall
locations, primarily under the "FYE" (For Your Entertainment)
brand.


WOMEN FIRST HEALTHCARE: Renews Agreement with Express Scripts
-------------------------------------------------------------
Women First HealthCare Inc. (Nasdaq: WFHC) has renewed its
pharmacy benefit manager agreement with St. Louis-based Express
Scripts Inc., the country's third largest PBM.

Since March, 2002, Esclim(TM) (estradiol transdermal system),
ORTHO-EST(R) Tablets (estropipate), and Midrin(R) (isomethepene
mucate, USP, dichloralphenazone, USP and acetaminophen, USP), have
been on Express Scripts' recommended formularies.

Under terms of the agreement, all five doses of Esclim(TM) remain
on the formularies Express Scripts recommends to its clients to
make prescription drugs more affordable. Before any drug is
considered for addition to a recommended Express Scripts
formulary, it is approved by an independent pharmacy and
therapeutics committee of physicians. The committee's review is
based solely on clinical considerations.

"We are proud to continue our relationship with Express Scripts,
one of the nation's largest PBMs," said Saundra L. Pelletier,
Women First vice president -- pharmaceuticals, "We believe in the
benefits of Esclim, which have made it the fastest growing
estrogen patch in the marketplace."

Via its agreements with the major PBMs, Women First has access to
approximately 150 million members, and Esclim(TM) has formulary
status with four of the country's largest PBMs.

Women First markets Esclim(TM) (estradiol transdermal system)
exclusively in the U.S. under a distribution and licensing
agreement with Laboratoires Fournier SA of France. Its active
ingredient is estradiol, the principal form of estrogen produced
naturally by a woman's ovaries during the reproductive years. The
Esclim(TM) transdermal patch system offers maximum dosing
flexibility with five dosage options (0.025, 0.0375, 0.05, 0.075
and 0.1 mg/day) and is applied twice weekly. Esclim(TM) provides a
unique ethylene vinyl acetate matrix system with flexible foam
backing to assure suppleness that follows the movements of a
woman's skin.

Both Esclim(TM) and ORTHO-EST(R) Tablets (estropipate) are
approved by the U.S. Food and Drug Administration (FDA) for the
treatment of vasomotor menopausal symptoms such as hot flashes and
night sweats. ORTHO-EST(R) Tablets are additionally approved by
the FDA for postmenopausal women for the prevention of
osteoporosis, estimated to impact the lives of 30 million American
women age 50 and older.

The most commonly reported side effects of Esclim(TM) and ORTHO-
EST(R) Tablets are those typical of estrogen replenishment
therapy: breast tenderness, headache, nausea and abdominal pain.
Estrogens have been reported to increase the risk of endometrial
carcinoma in postmenopausal women. Estrogens are contraindicated
in patients with known or suspected pregnancy, undiagnosed
abnormal genital bleeding, known or suspected breast cancer, known
or suspected estrogen-dependent neoplasia, or active
thrombophlebitis or thromboembolic disorders.

Midrin(R) (isometheptene mucate, USP, dichloralphenazone, USP and
acetaminophen, USP) is indicated for relief of tension and
vascular headaches. Both tension and vascular (which include
migraine) headaches are more common in women.

Midrin(R) is contraindicated in glaucoma and/or severe cases of
renal disease, hypertension, organic heart disease, hepatic
disease, and in those patients who are on monoamine-oxidase
inhibitor therapy. Caution should be observed in hypertension,
peripheral vascular disease and after recent cardiovascular
attacks. Adverse reactions can include transient dizziness and
skin rash in hypersensitive patients, which can usually be
eliminated by reducing dosage.

For more information about these products or to see the package
insert, visit http://www.womenfirst.com Rx Products area.

Founded in 1996, its mission is to help midlife women make
informed choices regarding their health care and to provide
pharmaceutical products -- the company's primary emphasis -- and
lifestyle products to meet their needs. Women First HealthCare is
specifically targeted to women age 40+ and their clinicians.
Further information about Women First HealthCare can be found
online at http://www.womenfirst.com About Us and Investor
Relations.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $7 million, while total net
capitalization dropped to about $15 million from $46 million six
months ago.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Women First HealthCare Inc. received $2.5 million of new capital
through a private placement of its common stock and completed
agreements to obtain waivers of past defaults and restructure the
terms of both its $28.0 million principal amount of senior secured
notes and convertible redeemable preferred stock issued to finance
the company's acquisition of Vaniqa(R) Cream.


WORLD HEART: Lenders Further Extend Loan Maturities to Sept. 23
---------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) announced that
its lenders have agreed to a further extension of the maturity
date of its senior and subordinated loans, from September 12, 2003
until September 23, 2003.

The company is continuing to work toward completion of a financial
transaction within this timeframe, and does not at this time
anticipate requiring any further such extensions.

World Heart Corporation -- whose June 30, 2003 balance sheet shows
a total shareholders' equity deficit of about C$53 million -- a
global medical device company based in Ottawa, Ontario and
Oakland, California, is currently focused on the development and
commercialization of pulsatile ventricular assist devices. Its
Novacor(R) LVAS (Left Ventricular Assist System) is well
established in the marketplace and its next-generation technology,
HeartSaverVAD(TM), is a fully implantable assist device intended
for long-term support of patients with end-stage heart failure.


WORLDCOM: Wants Go-Signal to Assume Hope & Flower Office Leases
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates lease office spaces in a
building located at 700 S. Flower Street in Los Angeles,
California under two separate agreements with Hope & Flower B.P.
Partnership:

   (1) A 5,154-rentable square feet space on the 4th floor
       pursuant to a February 14, 1991 Agreement.  The Lease
       commenced on October 14, 1991 and expired by its terms on
       May 31, 2003.  Tenancy in the premises has continued
       pursuant to a Lease amendment.  WorldCom International
       Data Services Inc. occupies the premises and pays $10,308
       in monthly base rental obligations; and

   (2) Floors 16 to 18, comprising 64,361 square feet of rental
       area, pursuant to a February 21, 1992 agreement.  The
       Lease commenced on August 14, 1992 and will expire by its
       terms on February 29, 2008.  MCI WorldCom Communications,
       Inc. occupies the premises and pays $139,451 in monthly
       base rental obligations.

The Debtors use the premises as the southern California home to
several sales groups, including Global Accounts, Commercial
Accounts, Wholesale Government Markets, Mass Markets Marketing,
Mass Markets Small Business Sales and the Law and Public Policy
Corporate Communications, as well as the Executive Briefing
Center.  The premises are proximate to the Debtors' major clients
and have sufficient space to accommodate employees from other
closed locations.

The Debtors believe that the premises are important to their
ongoing business operations and their reorganization efforts.  In
this regard, the Debtors seek the Court's authority to assume the
Leases.

As part of the assumption, Lori R. Fife, Esq., at Weil, Gotshal &
Manges LLP, in New York, informs the Court that the Debtors and
their real estate professionals, Hilco Real Estate, LLC, have
engaged in discussions with Hope & Flower to renegotiate more
favorable Lease terms.  As a result of the negotiations, Hope &
Flower and the Debtors have executed an amendment to each Lease.
The Debtors will assume the Amended Leases.

The terms of the International Data Lease Amendment include:

   (a) Extension of Lease Term: The term of the Lease will
       be extended through May 31, 2006;

   (b) Minimum Rent: Effective as of June 1, 2003, the Minimum
       Rent -- exclusive of electrical -- payable by
       International Data will be $10,308 per month, constituting
       $123,696 in Annual Minimum Rent or $24/rental square foot;

   (c) Extension Option: International Data is granted one option
       to extend the Lease for a three-year period at the Fair
       Market Rental Rate for the premises.  Written notice of
       International Data's interest in exercising the option
       must be delivered not less than six months and not more
       than one year before May 31, 2006; and

   (d) Rooftop Generator: International Data will be solely
       responsible for all costs and expenses relating to the
       installation, operation, maintenance and repair of its
       generator installed on the rooftop of the Building and any
       equipment supporting or associated with the generator, as
       well as any damage caused to the Building as a result of
       using the generator.  Hope & Flower will maintain, at its
       sole cost and expense, the exterior structure of the room
       in which the generator is housed, including the rooftop,
       provided that the costs and expenses may be included in
       Operating Costs in accordance with the terms of the
       International Data Lease.

The terms of the MWCI Amendment include:

   (a) Base Rent: In lieu of the Base Rent schedule provided in
       the Lease, MWCI will pay to Hope & Flower reduced Base
       Rent for the Premises in monthly installments at these
       rates:

                                                Per Square
       Base Rent for        Monthly Base Rent   Foot/Annum
       -------------        -----------------   ----------
       Effective Date of        $107,268           $20
       the Assumption to
       08/31/04

       09/01/04 to 02/28/06      134,085            25

       03/01/06 to 02/29/08      144,812            27

   (b) Base Rent Credit: On the Effective Date of the assumption
       of the MWCI Lease, MWCI will be entitled to a credit
       against its prospective Base Rent obligations under the
       MWCI Lease equal to the number of months from and
       including May 2003 through the month in which the Court
       entered an Order approving the assumption, multiplied by
       these amounts:

       Base Rent Credit                          Base Rent Credit
       for the Period of                         Multiplier
       -----------------                         ----------------
       05/01/03 through and including 08/31/04     $32,182/month
       09/01/04 through and including 02/28/06      13,410/month
       03/01/06 through and including 02/29/08       8,047/month

The Debtors' books and records reflect that there are no
outstanding amounts due under the Leases.

An analysis performed by Hilco indicates that the renegotiation
of the MWCI Lease will result in aggregate savings for the
Debtors $949,449 over the term of the MWCI Lease, and $257,461 in
rent savings in the calendar year 2003. (Worldcom Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. BERKLEY: Completes $150 Million Senior Notes Offering
----------------------------------------------------------
W. R. Berkley Corporation (NYSE: BER) has closed its previously
announced public offering of $150 million principal amount of its
5.125% Senior Notes due 2010. The company received net proceeds
from the offering of $147.7 million, which will be used for
general corporate purposes, including to provide additional
capital for its insurance subsidiaries.

Morgan Stanley was the sole book runner of the offering, with
Merrill Lynch & Co. as the joint lead manager.

Founded in 1967, W. R. Berkley Corporation (A.M. Best, bb+
Preferred Securities Rating) is an insurance holding company which
operates in five segments of the property casualty insurance
business: specialty insurance, alternative markets, reinsurance,
regional property casualty insurance and international.


W.R. GRACE: Court Postpones ZAI Hearing to November 24 and 25
-------------------------------------------------------------
U.S. Bankruptcy Court Judge Fitzgerald reschedules the arguments
on the summary judgment and other pre-trial motions of the W.R.
Grace Debtors and the ZAI Claimants to November 24 and 25 --
giving the parties additional time to complete their briefing and
preparation of pre-trial matters. (W.R. Grace Bankruptcy News,
Issue No. 46; Bankruptcy Creditors' Service, Inc., 609/392-0900)


XM SATELLITE: Names D. Scott Karnedy SVP Sales & Mktg. Solutions
----------------------------------------------------------------
XM Satellite Radio, Inc. (Nasdaq: XMSR) announced that D. Scott
Karnedy, will become the company's Senior Vice President of Sales
and Marketing Solutions. Karnedy comes to XM from Infinity
Broadcasting where he was Senior Vice President and Director of
National Sales. He began his career 20 years ago in advertising
sales for local radio and television, and eventually became
responsible for AOL Time Warner's interactive properties' sales
and marketing in both Detroit and the Northeast.

"XM is pleased to bring aboard an extremely experienced, creative
and talented leader who will ensure that the incredible
promotional strength of XM for consumer brands, products and
services is fully capitalized," said Hugh Panero, XM President and
CEO. "XM has become even more attractive to both mass and niche
marketers as we near one million subscribers and our 101 channels
achieve an exponentially larger listening audience.

XM is America's #1 satellite radio service. With more than 692,000
subscribers as of June 30, XM 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 loyal 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.


ZAP INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Zap, Inc.
        3719 East Virginia Beach Blvd
        Norfolk, Virginia 23502-0000

Bankruptcy Case No.: 03-76236

Type of Business: The Debtor sells cell phones, pagers,
                  accessories, toys, and SunCom service plans

Chapter 11 Petition Date: August 29, 2003

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P. C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: 757-222-2224
                  Fax: 757-333-3390

Estimated Assets: $0 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Suncom/Triton PCS                                     $838,401
1100 Cassatt Rd.
Berwyn, PA 19312

Wendell Parker                                        $189,805

Wherify Wireless                                      $176,560

Shelton Ammons                                        $166,080

Shelton Ammons                                        $151,787

American Express                                      $141,073

Augusta Mall, LLC                                      $25,684

Carolina Place Mall/Ggp                                $22,501

Catherine Spain                                        $55,560

Cox Media                                              $34,563

Eastland Mall LP                                       $53,085

IRS Special Procedures      Fed. Withholding           $37,168

Knickerbocker Prop Inc III                             $26,196

Macerich Partnership LP                                $34,491

National Grange Mutual Ins Co                          $48,250

Northpark Park Associates                              $21,584

Oglethorpe Mall                                        $38,919

Piedmont Mall                                          $25,948

Quantumlink                                            $64,091

USA Wireless Solutions                                 $80,180


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
Solutia Inc.            SOI        (249)       3,342     (231)
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holding      THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

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