TCR_Public/030917.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 17, 2003, Vol. 7, No. 184   

                          Headlines

ACTERNA CORP: Gets Nod to Pay $1.2MM Break-Up Fee to Golden Gate
ACTRADE FINANCIAL: Wins Nod to Sell Certain Assets to CIT Group
ALLEGHENY ENERGY: Unit Closes Sale of Calif. Contract for $354MM
AMERCO: Nasdaq Updates Symbol to UHALQ Due to Filing Status
AMERCO: Asks Court to Extend AREC Lease Decision Time to Dec. 17

AMERICAN HOMEPATIENT: Tenn Court Nixes Confirmation Order Appeal
AMERICAN SEAFOODS: Commences Tender Offer for 10-1/8% Sr. Notes
AMES DEPARTMENT: Selling Monroevilee Property for $1.7 Million
ANTARES PHARMA: Completes Conversion of All Debt into Equity
AVALON DIGITAL: Section 341(a) Meeting to Convene on October 2

BLUE DOT SERVICES: Bank Agrees to Forbear Until October 31, 2003
BMC INDUSTRIES: Continues Talks with Banks on Waiver Extension
BURLINGTON INDUSTRIES: Enters Fifth Amendment to DIP Credit Pact
CANNONDALE MOTORSPORTS: ATK Motorcycles Buys Out All Inventory
CARVER CORP.: Chapter 7 Trustee Discovers & Recovers Assets

CHAMBERS STREET: S&P Further Cuts Low-B Ratings on Classes C & D
CONSECO FINANCE: Plan of Reorganization Declared Effective
CONSECO INC: Court Approves Gary Wendt Settlement Agreement
COVANTA ENERGY: Court Approves Grant Thornton as Accountant
CTC COMMS: Files Plan and Disclosure Statement in Delaware

CWMBS (INDYMAC): Fitch Takes Rating Actions on Two Transactions
DELTA AIR LINES: CEO Stresses Plan for Airline Industry Survival
DIRECTV LATIN: Lease Decision Period Extended Until November 17
DOBSON COMMS: $183 Million of 12.25% Senior Notes Tendered
FIRST NATIONWIDE: Fitch Ups & Affirms Ratings of 4 Transactions

FRANK'S NURSERY: Aug 10 Working Capital Deficit Narrows to $110K
GENZYME CORP: Completes Acquisition of SangStat Medical Corp.
GLOBAL CROSSING: Launches Enhanced Videoconferencing Service
GLOBAL CROSSING: Supplies Conferencing Services to Zurich Fin'l
GOODYEAR TIRE: Steelworkers Ratify New Three-Year Labor Contract

GREAT WALL CASINO: Case Summary & 7 Largest Unsecured Creditors
HANGER ORTHOPEDIC: Amends Cash Tender Offer for Senior Sub Notes
HAYES LEMMERZ: Second Quarter Fin'l Results Enter Positive Zone
HAYES LEMMERZ: HLI Trust Asks Court to Subpoena Former Employees
HINES HORTICULTURE: Unit Commences Sr. Notes Private Placement

IMAGING TECHNOLOGIES: Hires Pohl McNabola as New Accountants
INTERMET CORP: Plans to Build and Operate New Foundry in Mexico
J/Z CBO (DELAWARE): B+ Class C Note Rating on Watch Negative
KASPER A.S.L.: Files Second Amended Plan & Disclosure Statement
KMART CORP: Working to Resolve Landlords' Cure Claims

LASERSIGHT: U.S. Trustee to Meet with Creditors on October 14
LEAP WIRELESS: Closes Sale of Spectrum in Idaho and Twin Falls
LIBERTY MEDIA: Appoints Michael P. Zeisser as Sr. Vice President
LTWC CORP: Consummates Sale of LTWC's Assets to Markado, Inc.
MAGELLAN HEALTH: Wants Nod to Assign Amended California Lease

MEDMIRA INC: Reports Significantly Improved Results for 2003
METROPCS: S&P Junks $150 Million Senior Unsecured Notes at CCC+
MICROSLATE CORP: Voluntary Chapter 11 Case Summary
MIKOHN GAMING: Recapitalization Plans Spur S&P's Ratings Watch
MOBILE ENERGY: Court Confirms Third Amended Joint Reorg. Plan

NAHIGIAN BROS.: Wants More Time to File Schedules & Statements
NATIONAL EQUIPMENT: Relocates Corporate Offices to W. Bryn Mawr
NATIONAL STEEL: Secures Open-Ended Removal Period Extension
NORTHWEST AIRLINES: Makes $369 Million Pension Plan Contribution
NORTHWESTERN CORP: Selling Expanets Inc. to Cerberus and TenX

NORTHWESTERN: S&P Drops Credit Rating to D over Ch. 11 Filing
NORTHWESTERN CORP: Senior Unsecured Debt Rating Dives Down to DD
NRG ENERGY: NRG McClain Gets Go-Signal to Use Cash Collateral
NUCENTRIX BROADBAND: Has Until October 6 to File Schedules
ORBITAL IMAGING: Enters Settlement Pact with MacDonald Dettwiler

PG&E NATIONAL: Court Approves Willkie Farr as Lead Counsel
PRIDE INT'L: Fitch Assigns B+ Senior Unsecured Debt Rating
PRIMUS TELECOMMS: Closes $132MM of 3.75% Conv. Senior Notes Sale
RAMSEY STEEL: Case Summary & 20 Largest Unsecured Creditors
RECOTON CORP: Court Fixes September 30, 2003 as Claims Bar Date

RELIANT RESOURCES: Will Present at Merrill Lynch Conf. Tomorrow
ROHN INDUSTRIES: Files for Chapter 11 Protection in Indiana
ROYAL & SUN: S&P Takes Rating Actions on Related Transactions
S&S GRAPHICS: Case Summary & 21 Largest Unsecured Creditors
SAFETY-KLEEN: Sues NationsBanc Montgomery to Recover Transfers

SK GLOBAL AMERICA: Obtains Court Injunction against Utility Cos.
SKM LIBERTYVIEW: S&P Puts BB Class B Note Ratings on Watch Neg.
SMART WORLD: Consent Unnecessary to Settle Juno Litigation
SNYDERS DRUG: Seeks OK to Continue Hiring Ordinary Course Profs.
STATION CASINOS: S&P Affirms Ratings over Good Operating Results

UNITED AIRLINES: Committee Wins Nod to Expand KPMG Engagement
US UNWIRED: Selling PCS Spectrum and Cellular Ops. to Cingular
VINTAGE PETROLEUM: Declares Cash Dividend Payable on October 7
WCI STEEL: Files for Chapter 11 Protection in Youngstown, Ohio
WCI STEEL INC: Case Summary & 40 Largest Unsecured Creditors

WEIRTON STEEL: Seeks Clearance for Weirton City Settlement Pact
WORKFLOW MANAGEMENT: First Quarter FY 2004 Net Loss Drops 77%
WORLDCOM: Reports Slight Improvement in July Operating Results
WORLDCOM: Agrees to Toll Time Periods Under 7-1/8% Debentures
W.R. GRACE: Committees Balk At Proposed State Street Engagement

* Philip Kirstein Joins Kirkpatrick & Lockhart's New York Office
* Jefferies Hires Ted Cook as Investment Banking Managing Direc.

* Meetings, Conferences and Seminars

                          *********

ACTERNA CORP: Gets Nod to Pay $1.2MM Break-Up Fee to Golden Gate
----------------------------------------------------------------
In the event that Golden Gate Capital is not the successful
bidder at the conclusion of the Auction for the Itronix Business,
it will be entitled to a $1,200,000 break-up payment pursuant to
the Sale Agreement.

The Court authorizes Acterna Corp., and its debtor-affiliates to
pay Golden Gate 50% of the Break-Up Fee and a reimbursement of
expenses not exceeding $700,000.  The other half of the Break-Up
Fee is payable only upon consummation of a competing transaction.

The Debtors will only pay Golden Gate an expense reimbursement
after a hearing and upon notice to:

   -- the U.S. Trustee;
   -- the attorneys for the Creditors' Committee;
   -- the attorneys for the Lenders' Agent; and
   -- all parties entitled to notice.

The expense reimbursement will only be payable upon termination
of the Sale Agreement for reasons other than as a result of a
material breach by either parties.

The Debtors believe that the Break-Up Fee and Expense
Reimbursement is fair and reasonable in proportion to the time,
effort, cost, and expense that Golden Gate incurred in negotiating
the Sale Agreement as a "stalking horse." (Acterna Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ACTRADE FINANCIAL: Wins Nod to Sell Certain Assets to CIT Group
---------------------------------------------------------------
On September 11, 2003, the United States Bankruptcy Court for the
Southern District of New York entered an order approving the
motion of Actrade Financial Technologies Ltd. and one of its
domestic subsidiaries under Section 363 of the U.S. Bankruptcy
Code to allow the sale of certain intellectual property assets of
the Company, including the Company's patent, patent applications
and trademarks to The CIT Group/Commercial Services, Inc. for
$200,000.

The Debtor is a publicly traded holding company incorporated in
the State of Delaware. Its business operations are conducted
through its subsidiaries that provide payment technology solutions
that automate financial processes and enhance business-to-business
commerce relationships.

Actrade Financial filed for Chapter 11 reorganization on
December 12, 2002, in the U.S. Bankruptcy Court for the Southern
District of New York (Manhattan) (Lead Bankr. Case No. 02-16212).


ALLEGHENY ENERGY: Unit Closes Sale of Calif. Contract for $354MM
----------------------------------------------------------------
Allegheny Energy, Inc.'s (NYSE:AYE) subsidiary, Allegheny Energy
Supply Company, LLC, and its Allegheny Trading Finance unit have
completed the sale of the energy supply contract with the
California Department of Water Resources and associated hedge
transactions to J. Aron & Company, a subsidiary of The Goldman
Sachs Group (NYSE:GS), for approximately $354 million.

Much of the adjustment from the estimated sale price of $405
million, announced on July 28, 2003, was attributable to contracts
with one counterparty, valued at $38.6 million, which were removed
from the sale by mutual agreement of the parties. Changes in the
mark-to-market value of the remaining contracts at closing and a
reduction in the number of remaining trades assumed by J. Aron
accounted for the rest of the adjustment.

The proceeds to Allegheny Energy Supply from the sale of the CDWR
contract and associated hedge transactions will be applied, in
large part, to fund the termination of the Williams and Las Vegas
Cogeneration II tolling agreements and certain related hedging
arrangements. Allegheny has obtained from its creditors
authorization to deposit the remainder of the proceeds into a cash
collateral account instead of using those funds to redeem secured
debt as otherwise required by the Company's Borrowing Facilities.

Paul J. Evanson, Chairman, President, and Chief Executive Officer
of Allegheny Energy, said, "The completion of this sale is a major
step in strengthening our financial position. The closing
effectively achieves our goal of exiting the Western energy
markets, thereby significantly reducing our financial risk
profile. We will now focus our trading on optimizing our core
generation assets."

Twenty percent of the proceeds of the CDWR contract sale and
associated hedges will be held in escrow. The escrow will be
subsequently delivered to Allegheny Energy Supply when the
Securities and Exchange Commission approves a parent guarantee by
Supply to back up Allegheny Trading Finance's obligation to
indemnify J. Aron or when ATF is merged into Allegheny Energy
Supply. The escrow is expected to be released before the end of
the year.

Citigroup served as Allegheny's financial advisor for the
transaction.

With headquarters in Hagerstown, Md., Allegheny Energy (Fitch, BB-
11-7/8% Convertible Debt and Preferred Share Ratings) is an
integrated energy company with a balanced portfolio of businesses,
including Allegheny Energy Supply, which owns and operates
electric generating facilities and supplies energy and energy-
related commodities, and Allegheny Power, which delivers low-cost,
reliable electric and natural gas service to about three million
people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia. More information about the Company is available at
http://www.alleghenyenergy.com  


AMERCO: Nasdaq Updates Symbol to UHALQ Due to Filing Status
-----------------------------------------------------------
AMERCO (Nasdaq: UHAEQ) has been advised by Nasdaq that its trading
symbol will be changed from UHAEQ to UHALQ, in recognition of the
Company's current filing status.

The fifth character "Q" will remain appended to the Company's
symbol pending its emergence from Chapter 11. The trading symbol
will be changed from UHAEQ to UHALQ effective with the open of
business on September 16, 2003.


AMERCO: Asks Court to Extend AREC Lease Decision Time to Dec. 17
----------------------------------------------------------------
With AREC's filing for Chapter 11 protection on August 13, 2003,
it currently has until October 12, 2003 to decide whether to
assume or reject its executory contracts and unexpired leases.  
Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, relates that AREC is currently a party to 80
unexpired non-residential real property leases, as both lessor
and lessee.  AREC is current on all of its obligations to the
non-debtor parties under the Leases and will remain current on
those obligations postpetition.

Mr. Beesley tells Judge Zive that since AREC's Petition Date, the
AMERCO Debtors' restructuring efforts have been primarily focused
on formulating a plan or plans of reorganization in these jointly
administered cases.  It is anticipated that the plan or plans
will provide for the assumption or rejection of the Leases.

In line with the lease decision extension granted to Amerco, the
Debtors ask the Court to extend AREC's time to assume or reject
the Leases until December 17, 2003, pursuant to Section 365(d)(4)
of the Bankruptcy Code.

Mr. Beesley contends that the requested extension should be
approved because:

   (a) The Debtors' cases are still in their early stages and
       their reorganization efforts thus far have focused on,
       among other things, rationalizing their capital
       structure, maintaining access to insurance coverage
       necessary for the operation of U-Haul International's
       business, obtaining access to cash collateral and DIP
       Financing, and formulating a plan or plans of
       reorganization;

   (b) The Debtors determined that deciding whether to assume
       or reject a lease should not be made until they have
       finalized their strategy for emerging from Chapter 11
       to reduce unnecessary administrative costs to the
       estates;

   (c) The extension will not prejudice any non-debtor party
       to any Lease;

   (d) The extension will allow the Debtors to further focus on
       their restructuring efforts and obtain a better
       understanding of those leases and contracts that they
       wish to assume or reject; and

   (e) The extension preserves the value of AREC's interest in
       the Leases. (AMERCO Bankruptcy News, Issue No. 7;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICAN HOMEPATIENT: Tenn Court Nixes Confirmation Order Appeal
----------------------------------------------------------------
American HomePatient, Inc. (OTCBB:AHOM) announced that the United
States District Court for the Middle District of Tennessee
rejected the appeal by the Company's secured lenders of the
previously announced order by the U.S. Bankruptcy Court for the
Middle District of Tennessee confirming the Company's plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code.

The secured lenders previously had requested from the District
Court a stay of the Bankruptcy Court's order, which also had been
rejected. As previously announced, American HomePatient emerged
from bankruptcy on July 1, 2003 pursuant to a confirmed plan that
allows the Company to continue its business operations
uninterrupted, led by its current management team.

The confirmed plan accomplishes the Company's primary goal of
restructuring its long term debt obligations to its secured
lenders. In addition, the confirmed plan provides that the
Company's shareholders retain their equity interest in the
Company, and all of the Company's creditors and vendors will be
paid 100% of all amounts they are owed, either immediately or over
time with interest.

The Company's secured lenders now may appeal the Bankruptcy
Court's order to the United States Court of Appeals for the Sixth
Circuit. In the event of an appeal, the Company intends to
vigorously defend the confirmation order entered by the Bankruptcy
Court and upheld by the District Court.

A copy of the District Court's order will be filed by the Company
with the Securities and Exchange Commission as an exhibit to a
Form 8-K, to be available via the Edgar database at
http://www.sec.gov  

Founded in 1983, American HomePatient, Inc. is one of the nation's
largest home health care providers with 289 centers in 35 states.
Its product and service offerings include respiratory services,
infusion therapy, parenteral and enteral nutrition, and medical
equipment for patients in their home. Additional information about
the Company is available at http://www.ahom.com  


AMERICAN SEAFOODS: Commences Tender Offer for 10-1/8% Sr. Notes
---------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.,
have commenced a cash tender offer to purchase any and all of
their outstanding 10-1/8% Senior Subordinated Notes due 2010
(CUSIP No. 02944PAB5).

In conjunction with the offer, American Seafoods Group LLC and
American Seafoods Finance, Inc. are soliciting consents to certain
proposed amendments to the indenture governing the Notes. The
proposed amendments to the indenture would eliminate substantially
all of the restrictive covenants, certain repurchase rights and
certain events of default and related provisions contained in such
indenture.

Holders who tender Notes pursuant to the offer on or prior to the
consent expiration date are obligated to consent to the proposed
amendments. Holders that consent to the proposed amendments with
respect to the Notes are required to tender their Notes in the
offer and may not revoke such consent without withdrawing the
previously tendered Notes to which such consent relates.

The total consideration for each $1,000 principal amount of Notes
tendered pursuant to the offer, payable to Holders who tender
Notes and consent to the proposed amendments prior to the consent
expiration date, is equal to:

The sum of (x) $385.4375 (which equals 35% of the equity claw-back
price) and (y) 65% of the fixed spread price (such price being
rounded to the nearest cent per $1,000 principal amount of Notes).

The fixed spread price is equal to the present value on the
payment date of all future cash flows on the Notes to April 15,
2006, (the first date on which the Notes may be redeemed at the
option of American Seafoods Group LLC), calculated in accordance
with standard market practice, based on the assumption that the
Notes would be redeemed in full at $1,050.63 per $1,000 principal
amount on the earliest redemption date and that the yield to the
earliest redemption date is equal to the sum of (a) the yield on
the 5.625% U.S. Treasury Note due Feb. 15, 2006, the reference
security, as calculated by the Dealer Manager in accordance with
standard market practice, based on the bid side price for the
reference security, as of 2:00 p.m., New York City time, on
Sept. 29, 2003, provided that if the expiration date is extended
to a date that is at least 10 business days subsequent to the date
on which American Seafoods first gives notices of such extension
to the Holders, by public announcement or otherwise, then the bid
side price for the reference security shall be calculated on the
tenth business day immediately preceding the new expiration date,
as displayed on the Bloomberg Government Pricing Monitor, Page PX5
(or any recognized quotation source selected by the Dealer Manager
in its discretion if the Bloomberg Government Pricing Monitor is
not available or is manifestly erroneous), plus (b) 75 basis
points (such price being rounded to the nearest cent per $1,000
principal amount of Notes); minus accrued and unpaid interest to,
but not including, the payment date. The yield on the reference
security as of 2:00 p.m., New York City time, on Sept. 12, 2003,
was 1.832%. If the yield on the date that the price is determined
is the same and assuming a payment date of Oct. 16, 2003, the
total consideration would equal $1,184.14 for each $1,000
principal amount of Notes tendered.

The consent payment is equal to $30.00 per $1,000 principal amount
of Notes.

The tender offer consideration is equal to the total consideration
less the consent payment.

In addition to the total consideration or the tender offer
consideration, as the case may be, tendering Holders will receive
accrued and unpaid interest up to, but not including, the payment
date.

The solicitation will expire at 5:00 P.M., New York City time, on
Sept. 26, 2003, unless extended. The offer will expire at 12:00
midnight, New York City time, on Oct. 10, 2003, unless extended.
Holders who tender their Notes after the consent expiration date
will not be entitled to receive the consent payment. Tendered
Notes may be withdrawn and related consents may be revoked at any
time on or prior to the consent expiration date for the offer, but
not thereafter.

Consummation of the offer is subject to certain conditions,
including (1) the consummation of certain financing transactions
contemplated by the registration statement on Form S-1 (File No.
333-105499) as amended by Amendment No. 1 thereto and as may be
amended from time to time, filed with the Securities and Exchange
Commission by American Seafoods Corporation, an affiliate of
American Seafoods Group LLC and American Seafoods Finance, Inc.,
and (2) the receipt of the requisite consents with respect to
certain proposed amendments and the execution of the related
supplemental indenture to the indenture governing the Notes.
Subject to applicable law, American Seafoods Group LLC and
American Seafoods Finance, Inc. may, in their sole discretion,
waive or amend any condition to the offer or solicitation, or
extend, terminate or otherwise amend the offer or solicitation.

Credit Suisse First Boston LLC, or CSFB, is the dealer manager for
the offer and the solicitation agent for the solicitation.
MacKenzie Partners, Inc. is the information agent and Wells Fargo
Bank Minnesota, National Association is the depositary in
connection with the offer and solicitation. The offer and
solicitation are being made pursuant to the Offer to Purchase and
Consent Solicitation Statement, dated Sept. 15, 2003, and the
related Consent and Letter of Transmittal, which together set
forth the complete terms of the offer and solicitation. Copies of
the Offer to Purchase and Consent Solicitation Statement and
related documents may be obtained from MacKenzie Partners, Inc. at
212-929-5500. Additional information concerning the terms of the
offer and the solicitation may be obtained by contacting CSFB at
1-800-820-1653. Copies of the registration statement may be
obtained from the Securities and Exchange Commission's Internet
site. The site's Internet address is http://www.sec.gov  

American Seafoods (S&P, BB- Corporate Credit Rating, Positive),
headquartered in Seattle, Washington, is the largest harvester and
at-sea processor of pollock and the largest processor of catfish
in the United States.


AMES DEPARTMENT: Selling Monroevilee Property for $1.7 Million
--------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates lease 8.25
acres of land with 67,557 square feet of rentable space under a
May 15, 1978 lease with the McKeesport Industrial Development
Authority.  The Real Property is located at 5070 William Penn
Highway in Monroeville, Pennsylvania.  The Debtors formerly used
the premises as an Ames store.  They own all personal property
located at the store.

Concurrent with their liquidation efforts, the Debtors actively
sought a purchaser for the Monroeville Property.  The Debtors
believe that the offer made by PDMS Realty Monroeville is the
best offer made to date.

Accordingly, the Debtors actively sought a purchaser for their
Monroeville Property, and the offer made by PDMS Realty
Monroeville is the best offer made to date.

The Debtors and PDMS entered into a Purchasing Agreement with
respect to the Monroeville Property.  The substantive terms and
conditions of the Purchase Agreement are:

(1) Assets to be Purchased:

    * the Land and the Improvements and all easements, tenements,
      hereditaments, rights, licenses, privileges and
      appurtenances belonging or relating to, together with all
      of Ames Realty's right, title and interest in and to any
      streets, roads, alleys or other public ways adjoining or
      serving the Land; and

    * all equipment and furnishings and all other tangible
      personal property owned by Ames Realty and located on the
      Premises on the Closing Date.

(2) IDA Lease Termination

    As of the Closing, the Debtors, in accordance with Section
    365(a) of the Bankruptcy Code, will assume the IDA Lease and
    in accordance with the terms of the IDA Lease, immediately
    cause it to be terminated and the fee title to the Real
    Property to be conveyed and transferred by the IDA to Ames
    Realty in accordance with the terms and conditions of the IDA
    Lease.

(3) Easements Agreement

    Ames Realty is a party to a certain Agreement and Grant of
    Easements, Restrictions and Covenants Running with the Land,
    dated January 31, 1970, which applies to certain reciprocal
    parking and other rights at the Real Property and adjoining
    properties.  As part of the Approval Order:

    * The Easements Agreement will be deemed in full force and
      effect and nothing in the Easements Agreement imposes any
      monetary obligation on the Debtors' part to any other
      party;

    * Pursuant to Sections 365(a) and (f) of the Bankruptcy Code,
      the Easements Agreement will be assumed by Ames Realty and
      assigned to PDMS; and

    * All Easement Parties are estopped from asserting that the
      Easements Agreement is not in full force and effect and
      that PDMS is not, by virtue of the assignment by the
      Debtors, a party to the agreement entitled to all rights,
      Benefits and remedies.

(4) Purchase Price

    The Purchase Price for the Property is $1,700,000 payable in
    cash as:

    * an $85,000 deposit will be delivered by PDMS to the
      Debtors upon the execution of the Purchase Agreement; and

    * the balance, $1,615,000, will be paid in cash at the
      Closing, subject to prorations and adjustments as may
      be provided under the Purchase Agreement.

(5) Closing

    Closing on the sale of the Property to PDMS is to occur 15
    days after the Approval Order has been entered, but in no
    event later than 75 days after the date of the Purchase
    Agreement.

(6) No Representations or Warranties

    The Property is being sold to PDMS on an "as is, where is"
    basis.  The Purchase Agreement contains the customary
    representations contained in real estate transactions.

Under the IDA Lease, Ames Realty has the right to convert its
leasehold interests in the Real Property to fee title provided
that:

   (i) it is not in default;

  (ii) a $10 termination fee, as provided, is paid by Ames
       Realty; and

(iii) the related fee mortgage securing commercial development
       bond that were issued in connection with the development
       of the Real Property pursuant to the IDA Lease is
       satisfied in full by Ames Realty.

The Bonds are currently held by The Prudential Insurance Company
of America and Everest Reinsurance Company.

Based upon written advice from Prudential and Everest, the
outstanding amounts payable pursuant to the Bonds, including
principal, interest and legal fees as of August 30, 2003 for
Prudential is $435,605, and as of July 31, 2003 for Everest is
$151,296, subject to accrual of both interest and fees through
the Closing.

In connection with the proposed sale to PDMS, Ames Realty will,
before the Closing, complete arrangements with IDA for:

   * termination of the IDA Lease, and
   * vesting of fee title in the Real Property with Ames Realty.

The Bond obligations to Prudential and Everest, which are secured
by the Mortgage, will be satisfied by payment of the Bond Amount
from the proceeds that will be received by the Debtors pursuant
to the Purchase Agreement.  IDA has agreed that the transfer of
title to the Real Property from IDA to Ames Realty will occur as
of the Closing Date, and only upon an actual closing of the
transactions with PDMS under the Purchase Agreement.  These
understandings with IDA were confirmed by a letter from Ames'
counsel to IDA's attorney dated August 7, 2003.  It is the
Debtors' intent to have:

   (a) the termination of the IDA Lease;

   (b) payment of the Bond Amount to Prudential and Everest;

   (c) satisfaction of the Mortgage; and

   (d) conveyance of the fee interest in the Real Property, all
       to occur simultaneously with the actual Closing.

Against this backdrop, the Debtors sought and obtained the
Court's authority to sell the Monroeville Property and to enter
into transactions in connection with the IDA Lease, the Mortgage
and the Easements Agreement in accordance with the terms of the
Purchase Agreement.  An auction to consider higher and better
offers for the Monroeville Property will be held on
September 25, 2003 at 2 p.m. at the offices of Togut, Segal &
Segal LLP, at One Penn Plaza, Suite 3335, in New York, New York.

Judge Gerber will hold a hearing on September 26, 2003 at 9:45
a.m. to consider:

   * the assumption of the Debtors' lease with IDA for the
     Property;

   * the conveyance of the Property to the Debtors by the IDA;
     and

   * the subsequent sale of the Property to PDMS, or to any other
     successful bidder, pursuant to the terms of the Purchase
     Agreement. (AMES Bankruptcy News, Issue No. 43; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)


ANTARES PHARMA: Completes Conversion of All Debt into Equity
------------------------------------------------------------
Antares Pharma, Inc. (OTC Bulletin Board: ANTR) announced the
conversion of all existing debt to equity.  The 8% Convertible
Debentures held by Xmark Fund, L.P., Xmark Fund, Ltd. and SDS
Merchant Fund, L.P. have been exchanged for shares of the
Company's Series D Convertible Preferred Stock.  

This stock is non-voting and is convertible into an aggregate of
2,437,490 shares of the Company's common stock, the same number of
shares into which the debentures were convertible. Concurrent with
the closing of the transaction, the Xmark funds and SDS also
agreed to terminate the security interest they held in the
Company's assets.

Additionally, the Company's largest shareholder, Dr. Jacques
Gonella, converted the short-term debt owed to him by the Company
into 2,398,635 shares of the Company's common stock, at a
conversion price of $1.00 per share.  The Company also issued to
Dr. Gonella a five-year warrant to purchase an aggregate of
1,798,976 shares of common stock at a per share exercise price of
$1.25.

Mr. Lawrence Christian, Chief Financial Officer of Antares Pharma,
stated, "These conversions enable us to free our balance sheet of
debt and demonstrate the confidence that these investors have in
our drug delivery business plans."

Antares Pharma -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $6 million -- develops
pharmaceutical delivery systems, including needle-free and mini-
needle injector systems and transdermal gel technologies.  These
delivery systems are designed to improve both the efficiency of
drug therapies and the patient's quality of life.  The Company
currently distributes its needle-free injector systems in more
than 20 countries.  In addition, Antares Pharma conducts research
and development with transdermal gel products and currently has
several products in clinical evaluation with partners in the US
and Europe.  The Company is also conducting ongoing research to
create new products that combine various elements of the Company's
technology portfolio. Antares Pharma has corporate headquarters in
Exton, Pennsylvania, with manufacturing and research facilities in
Minneapolis, Minnesota, and research
facilities in Basel, Switzerland.


AVALON DIGITAL: Section 341(a) Meeting to Convene on October 2
--------------------------------------------------------------
The United States Trustee will convene a meeting of Avalon Digital
Marketing Systems' creditors on October 2, 2003, 10:00 a.m., at
Boston Building, 1st Floor, 9 Exchange Place, 355 South Main, Salt
Lake City, Utah 84111.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

A digital marketing company headquartered in Provo, Utah, Avalon
Digital Marketing Systems filed for chapter 11 protection on
September 5, 2003 (Bankr. Utah Case No. 03-35180). Penrod W.
Keith, Esq., and Ryan L. Jensen, Esq., at Durham Jones and Pinegar
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$3,327,496 in total assets and $10,773,111 in total debts.


BLUE DOT SERVICES: Bank Agrees to Forbear Until October 31, 2003
----------------------------------------------------------------
Blue Dot Services Inc., a heating, ventilation and air
conditioning and plumbing company, completed the sale of six
business locations during the third quarter of 2003 and has
reduced the balance under its existing credit facility from $20
million to less than $10 million.

The Company also reported that it extended through Oct. 31, 2003,
a forbearance agreement with its bank and continues to work to
further reduce the outstanding balance under its credit facility.

Dan Newell, president and CEO of Blue Dot, said the Company's sale
of its business locations generated net proceeds enabling the
Company to reduce the balance on its credit facility and satisfy
other obligations. Newell said Blue Dot is continuing to work with
its majority stockholder, NorthWestern Corporation (NYSE: NOR), on
the sale of its remaining business locations and expects proceeds
to be used to further reduce its credit facility and improve Blue
Dot's liquidity.

Newell said that Blue Dot and its subsidiaries are not included in
NorthWestern's Chapter 11 reorganization filing. Newell added that
Blue Dot's cash on hand, plus ongoing cash flow from operations,
should be sufficient to meet its expected operating requirements
through the end of 2003. Blue Dot and its business locations
continue to pay its vendors and suppliers in the ordinary course
of business, and it does not expect NorthWestern's Chapter 11
reorganization filing to materially affect the Company's ongoing
operations.


BMC INDUSTRIES: Continues Talks with Banks on Waiver Extension
--------------------------------------------------------------
BMC Industries, Inc. (OTCBB:BMMI) continues discussions with its
lenders regarding an additional waiver extension and interest
deferral to its credit agreement.

The company has been operating under a 60-day waiver granted on
July 15, 2003, and a temporary deferral agreement of interest
payments, both of which expire as of September 15, 2003.

BMC had received an initial two-week waiver on June 30, 2003, and
a subsequent 60-day waiver on July 15, 2003, following notice by
BMC to its bank group that the company expected to fall outside of
compliance with certain covenants and obligations under its credit
agreement as of June 30, 2003. That waiver extended the time
period for BMC to make certain scheduled principal and fee
payments. In addition, the company has been operating under a
temporary deferral agreement relating to interest payments of
approximately $1.8 million that also expires as of September 15,
2003.

BMC Industries, Inc., founded in 1907, is comprised of two
business segments: Optical Products and Buckbee-Mears. The Optical
Products group, operating under the Vision-Ease Lens trade name,
is a leading designer, manufacturer and distributor of
polycarbonate and glass eyewear lenses. Vision-Ease Lens also
distributes plastic eyewear lenses. Vision-Ease Lens is a
technology and a market share leader in the polycarbonate lens
segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet (UV) filtering and impact resistant
characteristics. The Buckbee-Mears group is the only North
American manufacturer of aperture masks, a key component in color
television picture tubes. For more information about BMC
Industries, Inc., visit the company's Web site at
http://www.bmcind.com  


BURLINGTON INDUSTRIES: Enters Fifth Amendment to DIP Credit Pact
----------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, reports that as of August 22, 2003, there
are no borrowings outstanding under the Burlington Industries
Debtors' Revolving Credit and Guaranty Agreement.  However, there
are Letters of Credit outstanding under the Facility for
$19,000,000.  These Letters of Credit support various aspects of
the Debtors' day-to-day business operations, including their
workers' compensation insurance obligations, their third-party
treaty insurance obligations, certain international tax and duty
obligations and certain obligations to lessors and vendors.  

Furthermore, 10 Letters of Credit, totaling $10,300,000, are up
for renewal on November 14, 2003 and would require JPMorgan Chase
to provide notice of non-renewal.  On receipt of that notice, the
beneficiary is entitled to draw the full amount of the Letter of
Credit.

Section 2.03 of the Credit Agreement provides that:

   (a) upon a draw of any Letter of Credit, the draw will be
       reimbursed by the Borrower by no later than one business
       day from the date of the draw, and

   (b) the Borrower may effect the reimbursement:

       (1) if the draw occurs prior to the Termination Date, in
           cash or through a borrowing under the Credit
           Agreement, or

       (2) if the draw occurs on or after the Termination Date,
           in cash.

To avoid the termination of the Letters of Credit and the
resulting Reimbursement Obligations, the Debtors and JPMorgan
Chase have agreed to amend the Credit Agreement.  Accordingly,
the Court allows the Debtors to implement a fifth amendment to
the Credit Agreement, which provides that:

   (a) the permanent reduction of the Total Commitment to the
       amount that equals the undrawn stated amount of the
       Letters of Credit;

   (b) the release of:

       (1) the DIP Lenders, including JPMorgan Chase, from any
           further obligation to make any Loans pursuant to
           Section 2.01 of the Credit Agreement, and

       (2) the DIP Lenders, other than JPMorgan Chase, from any
           further obligation to make any payments to JPMorgan
           Chase as the Fronting Bank on account of existing
           Letters of Credit, and Letters of Credit issued after
           the Effective Date pursuant to Section 2.03(e) of the
           Credit Agreement;

   (c) a maturity date of December 31, 2004;

   (d) a Commitment by JPMorgan Chase to provide up to
       $25,000,000 for the issuance of one or more Letters of
       Credit, provided that no new Letter Credit will be issued
       from and after the Effective Date:

       (1) unless the Borrower will have deposited in the Letter
           of Credit Account cash in an amount equal to 105%
           of the face amount of the new Letter of Credit to be
           issued by JPMorgan Chase as collateral security for
           the Borrower's obligations in connection therewith,
           and  

       (2) if after giving effect to the issuance, the aggregate
           Letter of Credit outstanding will exceed $25,000,000;

   (e) the elimination of the annual administration fee and the
       collateral fee required under a certain fee letter
       referenced in Section 2.19 of the Credit Agreement due on
       November 15, 2003 and November 15, 2004; and

   (f) the payment of an additional $25,000 administration fee
       to JPMorgan Chase on November 15, 2004 in the event that
       the Termination Date has not occurred by that date.

The Fifth Amendment to the Credit Agreement will not become
effective until:

   (a) the date on which the amendment is executed by the
       Borrower, the Guarantors and JPMorgan Chase and the Agent
       has received evidence satisfactory to it of the execution,

   (b) the Court has entered an order in form and substance
       satisfactory to the Agent authorizing the terms of the
       amendment and the payment by the Borrower to JPMorgan
       Chase, for its own account, of an amendment fee equal to
       $50,000,

   (c) the amendment fee is received by JPMorgan Chase for its
       own account, and

   (d) the Borrower has deposited cash in the Letter of
       Credit Account in an amount equal to 105% of the undrawn
       stated amount of the existing Letters of Credit as
       collateral security for the Borrower's obligations in
       connection therewith.

Ms. Booth relates that the Fifth Amendment will permit the
Debtors to maintain the Letters of Credit with JPMorgan Chase
until the Letters of Credit are replaced or collateralized by the
Buyer or otherwise terminated or cancelled by the Debtors.
Moreover, the terms of the Fifth Amendment are necessary to
facilitate a smooth transition of the Debtors' businesses and
assets to the Buyer in connection with the closing of the sale
and the consummation of the Plan.  (Burlington Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CANNONDALE MOTORSPORTS: ATK Motorcycles Buys Out All Inventory
--------------------------------------------------------------
America's second oldest motorcycle manufacturer, ATK Motorcycles
has taken delivery of all remaining Cannondale Motorsports
inventory, paving the way for Cannondale dealers to resume
providing parts and service to thousands of off-road motorcycle
and ATV riders worldwide.

In January 2003, Cannondale Motorsports filed bankruptcy, leaving
industry experts unsure of the future of Cannondale, and dealers
unable to obtain Cannondale products and spare parts (see
http://www.cannondaler.com). The inventory, valued at more than  
$13MM, will enable ATK to provide products, parts and service to
Cannondale Motorsports dealers and owners into the future. ATK has
already begun shipping parts through the existing Cannondale
dealer network.

According to ATK President Frank White, the off-road motorcycle
industry sells about 300,000 units per year. Armed with new
American technology and innovation, ATK is now poised to move into
the fast-growing ATV market, which sold more than 760,000 units
last year alone, with growth continuing at more than 20 percent
annually. "This is a huge market, and Cannondale was on the
cutting edge of technology and design. We want to incorporate that
kind of forward-thinking into future ATK models."

ATK plans to introduce new models in 2004, made from high-quality
Cannondale parts, incorporating design improvements in an effort
to make the product more reliable. As parts and inventory are
sold, ATK plans to begin manufacturing parts for both Cannondale
and ATK products, ensuring continued availablility for dealers and
enthusiasts worldwide. ATK also plans to expand its Homeland
Defender lineup of law-enforcement and military off-road vehicles,
many of which are used by police departments in America.


CARVER CORP.: Chapter 7 Trustee Discovers & Recovers Assets
-----------------------------------------------------------
Following a default under its chapter 11 plan in May 2003, Judge
Steiner directed appointment of a chapter 7 trustee to oversee
Carver Corp.'s liquidation.  

Dennis Lee Burman, the Chapter 7 Trustee overseeing Carver's
liquidation, advises the U.S. Bankruptcy Court for the Western
District of Washington that he's discovered and recovered assets
that may be sufficient to make a distribution to unsecured
creditors.  Against that backdrop, the Clerk has mailed proof of
claim forms to all known creditors and directs all unsecured
creditors to file proofs of claim on or before December 10, 2003.  

Carver Corporation -- a consumer hi-fidelity audio products
design and manufacturing company -- filed for chapter 11
protection in May 1999 (Bankr. W.D. Wash. Case No. 99-05793)
after creditors filed collection suits and started making a run
for the company's assets.  The Company filed for chapter 11
protection and confirmed a long-term pay-out plan.  The Company
defaulted under the Plan in May 2003.  

The Company's Web sites at http://www.carvercorp.comhas
vanished.  That Internet domain is registered to:

        Marian Lundberg
        Carver Corporation
        P.O. Box 1589
        5210 Bickford Ave.
        Snohomish , WA 98290
        Telephone 425.335.4748
        Fax 425.335.4746
        E-mail: marian@SUNFIRE.COM


CHAMBERS STREET: S&P Further Cuts Low-B Ratings on Classes C & D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D tranches of Chambers Street CDO Ltd.'s floating-rate
notes. At the same time, Standard & Poor's affirmed its ratings on
the class A and B tranches. Concurrently, all ratings were removed
from CreditWatch, where they were placed April 29, 2003.

The rating actions reflect the valuation prices of previously
defaulted reference credits and credit deterioration in the $1
billion pool of reference credits. The notional amount of the
reference pool will be reduced as a result of the defaults.

The rating actions also reflect the level of credit enhancement
provided by subordination, Chambers Street's ability to meet its
payment obligations as issuer of the notes, and Chambers Street's
commitment to follow guidelines established for maintenance of the
pool of reference credits.
  
           RATINGS LOWERED AND REMOVED FROM CREDITWATCH
                    Chambers Street CDO Ltd.
    
            Class                       Rating
                               To                  From
            C                  BB                  BBB-/Watch Neg
            D                  B-                  BB-/Watch Neg
    
           RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH
                    Chambers Street CDO Ltd.
    
            Class                       Rating
                               To                  From
            A                  AAA                 AAA/Watch Neg
            B                  AA-                 AA-/Watch Neg


CONSECO FINANCE: Plan of Reorganization Declared Effective
----------------------------------------------------------
Conseco, Inc. (NYSE:CNO) announced that the Sixth Amended Plan of
Reorganization for its former Conseco Finance subsidiary, which
was confirmed by the U.S. Bankruptcy Court on Sept. 9, 2003,
became effective at 4 pm (CDT) Monday, Sept. 15, 2003.

The Sixth Amended Plan of Reorganization, the notice of effective
date and related documents are available at
http://www.bmccorp.net/conseco


CONSECO INC: Court Approves Gary Wendt Settlement Agreement
-----------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
the Reorganizing Debtors and Gary Wendt have negotiated a global
settlement, which is designed to resolve Mr. Wendt's objections
to the Plan and all matters relating to his employment-related
agreements.  

Thus, the Conseco Debtors sought and obtained the Court's
authority to reject certain employment agreements and enter into
other settlement agreements with Mr. Wendt.

Mr. Sprayregen outlines the terms of the Settlement Agreement:

  1) The Reorganizing Debtors withdraw its request to reject Mr.
     Wendt's Retirement Agreement, Stock Option Agreement and
     Restricted Stock Agreement;

  2) The Reorganizing Debtors withdraw the Deemed Amount Motion  
     as it relates to any claims by Mr. Wendt;

  3) The Retirement Agreement and the Indemnity Agreement between
     the Debtors and Mr. Wendt will remain in full force with the
     Benefit Amount reduced from $1,500,000 per year to
     $1,325,000 per year;

  4) Mr. Wendt and his spouse will be entitled to participate in  
     all Conseco health insurance programs;

  5) Under the Plan, Mr. Wendt is a "Releasee" and will receive  
     the same benefits as other directors and officers;

  6) The Indemnity Claims are withdrawn;

  7) Mr. Wendt has an Allowed Class 8A Claim for $1,500,000;

  8) The Stock Option Agreement and the Restricted Stock  
     Agreement are deemed rejected and the Plan Objection is  
     withdrawn; and

  9) The Debtors and Mr. Wendt will exchange mutual releases.

Mr. Sprayregen explains that further litigation with Mr. Wendt
will be complex and protracted, potentially delaying the Plan
Confirmation process.  The Settlement Agreement reduces the
benefits the Debtors have to pay Mr. Wendt by over $4,000,000 and
resolves numerous contested issues. (Conseco Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


COVANTA ENERGY: Court Approves Grant Thornton as Accountant
-----------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates sought and
obtained the Court's authority to employ Grant Thornton LLP as
their independent certified public accountants to perform certain
due diligence services with respect to a third party that has
expressed an interest in investing in Covanta in conjunction with
a plan of reorganization.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, tells the Court that Grant Thornton is a respected and
experienced professional services firm that is well recognized in
the fields of audit, tax and bankruptcy.  Grant Thornton is
frequently engaged by debtors and creditors involved in
proceedings before the U.S. Bankruptcy Courts.  

As the Debtors' accountants, Grant Thornton will be:

   (a) providing limited due diligence assistance regarding a
       Potential Investor's U.S. federal taxable income and
       losses for all open tax years as of the date of the
       Engagement Letter to assist management and the Debtors
       concerning a potential transaction with a Potential
       Investor;

   (b) analyzing the Potential Investor's financial statements,
       U.S. federal income tax returns and work papers prepared
       by the Potential Investor or its tax preparation
       professionals and other company records;

   (c) making inquiries of the Potential Investor's management
       and tax preparation professionals and commenting on the
       information obtained;

   (d) drafting a written report of findings and comments for the
       Debtors; and
   
   (e) providing oral commentary and oral presentations to the
       Debtors with respect to findings and comments.

Grant Thornton will charge these hourly rates in performing the
services:

   Partner/Principal/Director           $525
   Senior Manager                        475
   Manager                               450
   Senior Accountants                    350  
   Associates                            250
   Administrative Assistants              95  

Ms. Buell states that Grant Thornton's employment as independent
certified public accountants is necessary and essential to enable
the Debtors to execute their duties as debtors-in-possession.  In
particular, the services to be performed by Grant Thornton are
critical in assessing the viability of a possible transaction
with the Potential Investor as part of a plan of reorganization.

The services Grant Thornton will render are not intended to be
duplicative in any manner with the services to be performed by
any other professionals retained by the Debtors.  Ms. Buell
clarifies that Grant Thornton is not being employed to provide
any independent auditing services being provided by Deloitte &
Touche LLP or any reorganization advisory services being provided
by Chilmark Partners LLP or Loughlin Meghji + Co., the Debtors'
financial advisors.

Grant Thornton researched its client databases and distributed
internal communications to determine whether it had any
relationships with the entities in connection with the present
Chapter 11 cases.  To the best of its knowledge, Grant Thornton
has not been retained to assist any entity or person other than
the Debtors on matters relating to, or in connection with these
Chapter 11 cases.

Grant Thornton agrees not accept any engagement or perform any
service in the present cases for any entity or person other than
the Debtors.  However, Grant Thornton may continue to provide
professional services to, and engage in commercial or
professional relationships with, entities or persons that may be
creditors of the Debtors; provided, that the services do not and
will not relate to, or have any direct connection with, these
present cases.  The Debtors do not presently owe any amounts to
Grant Thornton in respect of prepetition services.

Thomas G. Butler, a Grant Thornton member, discloses that Grant
Thornton, its partners, principals or professional employees do
not hold or represent any interest adverse to the Debtors.  Grant
Thornton is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b). (Covanta Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CTC COMMS: Files Plan and Disclosure Statement in Delaware
----------------------------------------------------------
CTC Communications Group, Inc., and its subsidiaries have filed
their joint plan of reorganization and disclosure statement with
the United States Bankruptcy Court for the District of Delaware.
This represents an important milestone in CTC's reorganization
following its October 2002 Chapter 11 filing.

Pursuant to the plan of reorganization, CTC proposes to implement
its previously-announced investment transaction with Columbia
Ventures Broadband LLC.

CTC must first obtain Bankruptcy Court approval for the disclosure
statement, which provides details regarding the Plan, before the
Company can solicit votes on its Plan. Following Court approval of
the disclosure statement, the Plan would become effective only
after receiving the votes required under bankruptcy law,
confirmation by the Court and consummation of the CVC transaction.

The Plan has the support of CTC's largest secured lenders, whose
claims represent a majority of all creditor claims.

Under the Plan, as proposed, and subject to approval by the
Bankruptcy Court:

-- All liabilities incurred after CTC filed its Chapter 11
   petition and certain priority claims would be paid in full.

-- Secured equipment lenders would receive such amounts as they
   may agree with CTC. Settlements have been reached with CTC's
   largest equipment lenders. If a settlement has not been reached
   between CTC and a secured equipment lender, the creditor would
   receive the value of, or return of, its collateral.

-- CTC's secured lenders, Verizon and Cisco would share a fund
   comprised of CTC's cash on hand as of the effective date of the
   Plan, a portion of the proceeds of CTC's new equity issue to
   CVC under the investment agreement, both subject to certain
   adjustments, and certain other consideration.

-- CTC's unsecured creditors whose allowed claims exceed $5,000
   would receive the New CTC Warrant (as described in the
   disclosure statement) to purchase 5% of the equity of
   Reorganized CTC for nominal consideration and would share with
   the secured lenders and Verizon in the proceeds, if any, of
   certain causes of action. Provided that this class of unsecured
   creditors votes in favor of the Plan (i) these creditors would
   have a $500,000 prior share in any proceeds of certain causes
   of action before deficiency claims of the secured lenders and
   Verizon would share in those proceeds; and (ii) the deficiency
   claims of the secured lenders and Verizon would not share in
   the New CTC Warrant.

-- CTC's unsecured creditors whose allowed claims are $5,000 or
   less, and creditors with claims aggregating between $5,000 and
   $10,000 who voluntarily reduce their claims to $5,000, would
   constitute a convenience class and receive 15% of their allowed
   claims in cash.

-- CTC's existing common and preferred shareholders would not
   receive a distribution under the Plan. The existing common and
   preferred stock of CTC and all options to purchase equity
   securities would be canceled.

-- The equity issued to Columbia Ventures Broadband LLC and the
   New CTC Warrant would constitute the only shareholder interests
   in CTC.

CTC's Interim CEO, Michael Katzenstein, said, "We are pleased to
be taking this important step in CTC's reorganization and we look
forward to obtaining Bankruptcy Court approval to present this
Plan and disclosure statement to our creditors. Upon consummation
of the Plan, CTC's balance sheet will be significantly stronger.
Its return to financial health, under new ownership and with new
growth capital, will enable it to compete in the marketplace,
provide excellent customer service and introduce innovative new
services."

CTC is a "next generation" Integrated Communications Carrier
utilizing advanced technology and providing its customers with
converged voice, data, Internet and video services on a broadband,
packet-based network, called the PowerPath(R) Network. The Company
serves medium and larger business customers from Virginia to
Maine, which includes the most robust telecommunications region in
the world -- the Washington D.C. to Boston corridor. CTC's Cisco
Powered IP+ATM packet network and its top-tier sales and service
teams provide contiguous marketing and technology coverage
throughout the Northeast and Mid-Atlantic States. The Company,
through its dedicated commitment to exceptional customer service,
has achieved an industry-leading market share in the Northeast.
CTC can be found on the worldwide Web at http://www.ctcnet.com


CWMBS (INDYMAC): Fitch Takes Rating Actions on Two Transactions
---------------------------------------------------------------
Fitch takes rating actions on the following CWMBS (IndyMac) Inc.'s
mortgage pass-through certificates:

                CWMBS (IndyMac) 2000-C (RAST 2000-A3):

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BBB'
        -- Class B4 downgraded to 'CCC' from 'B';
        -- Class B5 downgraded to 'D' from 'C'.

                CWMBS (IndyMac) 2000-H (RAST 2000-A8):

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 downgraded to 'B' from 'BB';
        -- Class B4 downgraded to 'D' from 'CC'.

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


DELTA AIR LINES: CEO Stresses Plan for Airline Industry Survival
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) pledged continued support for an
additional five-year period to Cincinnati's economic development
agency being relaunched next year, under the name of Cincinnati
USA.

"In the Cincinnati area, as in other communities with major
airline hub airports, easy access also drives business decisions
and draws new business opportunities," Delta Air Lines Chairman
and CEO Leo F. Mullin told attendees Monday at the International
Economic Development Council's Annual Conference. "While aviation
benefits our entire nation, cities and communities with 'hub'
airport operations benefit most," said Mullin.

Additionally, Mullin asserted that it is possible for the nation's
major airlines to survive, but only if three major actions are
undertaken immediately. The three-point plan includes:

1. Airlines must continue cost reduction programs. "The absolute
essential restructuring of costs in order to achieve competitive
status in all markets is underway at virtually every major
airline, and certainly at Delta," Mullin stated. "The difficult
step of cutting jobs has already been taken. Labor contracts
agreed to in prosperous times will need to be re-negotiated," said
Mullin. Airlines also need support from suppliers, financial
organizations, airport operators, and others who have a huge stake
in ensuring the success of the industry.

2. Government must make permanent its responsibility for aviation
security costs. "The government imposes, and continues to expand,
a long list of 9/11 related security requirements and airlines,"
Mullin added. "These costs are appropriately part of national
security and airlines, like all other industries, should be
released from this unique burden. We are hopeful that the
government will make this understanding of national security
responsibilities a basic tenet in future budget considerations."

3. Government should enable appropriate restructuring. The
government must enable appropriate industry restructuring to take
place, including steps by bankrupt carriers, as well as possible
mergers, alliances, or asset sales among the various carriers in
the industry. "An industry structure that does not allow financial
success for most of its participants can no longer be allowed to
prevail," said Mullin.

"I strongly believe that the potential for recovery, tough as the
road may be, is still there," said Mullin. "Decision makers,
particularly in the public sector, know full-well that our country
crucially needs a vibrant aviation system to serve as the engine
for a healthy economy."

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


DIRECTV LATIN: Lease Decision Period Extended Until November 17
---------------------------------------------------------------
DirecTV Latin America, LLC obtained approval from the Court to
extend the time by which it must assume or reject its unexpired
non-residential property leases through and including November 17,
2003.

DirecTV is a party to two unexpired non-residential real property
leases:

Lease Premises                 Lessor
--------------                 ------
2400 East Commercial Blvd.     CB Richard Ellis
Fort Lauderdale, Florida       2400 East Commercial Blvd.
33308                          Suite 708
                               Fort Lauderdale, Florida 33308

New Town Commerce Center       Iron Mountain
3821 SW 47th Avenue            New Town Commerce Center
Fort Lauderdale, Florida       3821 SW 47th Avenue
33314                          Fort Lauderdale, Florida 33314
                               Attn: Daniel Melendez

DirecTV is presently considering and assessing various options
regarding the formulation of a reorganization plan.  Forcing
DirecTV to assume the Unexpired Leases would subject the estate
to unnecessary administrative expense.  Then again, forcing
DirecTV to reject and seek new office and storage space would
disrupt its operations and reorganization efforts.  (DirecTV Latin
America Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DOBSON COMMS: $183 Million of 12.25% Senior Notes Tendered
----------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) announced that, as
of the close of business on Friday, September 12, 2003, an
aggregate of $183,255,000 principal amount of Dobson/Sygnet
Communications Corporation's outstanding 12.25% Senior Notes
(CUSIP No. 25607PAB4), or 97.2% of the total outstanding, have
been tendered in connection with Dobson/Sygnet's Offer to Purchase
and Consent Solicitation for these notes.

The Consent Solicitation, in which Dobson/Sygnet is seeking the
necessary consents to remove certain covenants from the indenture
governing its outstanding Notes, expired at 5 p.m. ET, Friday,
September 12, 2003. The Offer to Purchase continues in effect and
will expire at 5 p.m. ET, October 7, 2003. Dobson/Sygnet expects
to close the Offer to Purchase on Tuesday, October 7, 2003, or as
soon thereafter as is practicable.

Pursuant to the Offer to Purchase and the Consent Solicitation,
Dobson/Sygnet will pay the holders of Notes who tendered prior to
the Consent Solicitation expiration date aggregate consideration
of $1,077.57 per $1,000 principal amount of Notes tendered, plus
accrued and unpaid interest on the tendered principal amount.
Holders of Notes who tender their Notes after the Consent
Solicitation expiration date, but prior to the Offer to Purchase
expiration date, will receive $1,047.57 per $1,000 principal
amount of Notes tendered, plus accrued and unpaid interest on the
tendered principal amount.

Dobson/Sygnet intends to execute a Supplemental Indenture that
will, among other things, eliminate all events of default with
respect to the Notes other than events of default relating to the
failure to pay principal of and interest on the Notes and
eliminate covenants in the Indenture that, among other things,
have limited Dobson/Sygnet's ability to pay dividends, make
distributions and certain investments, acquire or prepay junior
securities, incur debt, sell assets, enter into certain
transactions with affiliates and incur liens. The Supplemental
Indenture will be operative upon consummation of the Offer to
Purchase.

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Dobson Communications Corp.'s $600 million senior notes due 2013,
issued under Rule 144A with registration rights, and its 'B-' to
Dobson Cellular Systems, Inc.'s new $700 million secured credit
facility based on preliminary documentation.

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


FIRST NATIONWIDE: Fitch Ups & Affirms Ratings of 4 Transactions
---------------------------------------------------------------
Fitch Ratings has taken rating actions on the following First
Nationwide Trust, residential mortgage-backed certificates:

   First Nationwide Trust, Mortgage Pass-Through Certificates,
   Series 1999-2 Groups I & II

     -- Classes IPP-A, IIPP-A affirmed at 'AAA'
     -- Class C-B-1 upgraded to 'AA+' from 'AA'
     -- Class C-B-2 affirmed at 'A'
     -- Class C-B-3 affirmed at 'BBB'
     -- Class C-B-4 affirmed at 'BB'
     -- Class C-B-5 affirmed at 'B.'

   First Nationwide Trust, Mortgage Pass-Through Certificates,
   Series 1999-2 Groups III & IV

     -- Classes III-A, IV-A affirmed at 'AAA'
     -- Class D-B-1 affirmed at 'AAA'
     -- Class D-B-2 upgraded to 'AAA' from 'AA+'
     -- Class D-B-3 upgraded to 'AAA' from 'AA-'
     -- Class D-B-4 affirmed at 'BBB-'
     -- Class D-B-5 affirmed at 'B.'

  First Nationwide Trust, Mortgage Pass-Through Certificates,
  Series 1999-3 Groups I & II

     -- Classes IPP-A, IIPP-A affirmed at 'AAA'
     -- Class C-B-1 affirmed at 'AA'
     -- Class C-B-2 affirmed at 'A'
     -- Class C-B-3 affirmed at 'BBB.'

   First Nationwide Trust, Mortgage Pass-Through Certificates,
   Series 1999-4 Groups I, II, III & IV

     -- Class IPP-A, IIPP-A, IIIPP-A, IVPP-A affirmed at 'AAA'
     -- Class C-B-1 affirmed at 'AA'
     -- Class C-B-2 affirmed at 'A'
     -- Class C-B-3 affirmed at 'AA'
     -- Class C-B-4 affirmed at 'AA'
     -- Class C-B-5 affirmed at 'BB'
     -- Class C-B-6 affirmed at 'B.'

   First Nationwide Trust, Mortgage Pass-Through Certificates,
   Series 1999-5 Groups I & III

     -- Classes IPP-A, IIIPP-A affirmed at 'AAA'
     -- Class C-B-1 affirmed at 'AAA'
     -- Class C-B-2 upgraded to 'AA' from 'A+'
     -- Class C-B-3 upgraded to 'A-' from 'BBB+'
     -- Class C-B-4 affirmed at 'BB+'
     -- Class C-B-5 affirmed at 'B.'

   First Nationwide Trust, Mortgage Pass-Through Certificates,
   Series 1999-5 Groups II

     -- Classes II-A affirmed at 'AAA'

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.

FNT 1999-2 class D-B-1 as well as 1999-4 classes C-B-3 and C-B-4
consist of guarantees provided by Commercial Guaranty Assurance,
Ltd., whose insurer financial strength is rated 'AA' by Fitch.
Although CGA no longer underwrites new business, it's runoff is
being managed by ACE Financial Solutions, a division of ACE Ltd.
CGA's claims-paying resources consist of two reinsurance policies
provided by subsidiaries of ACE Ltd. covering up to $400 million
of potential future losses.


FRANK'S NURSERY: Aug 10 Working Capital Deficit Narrows to $110K
----------------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTC:FNCN) reported net earnings of
$3.0 million for the second quarter ended August 10, 2003 versus
net earnings of $2.8 million for the second quarter of 2002. For
the first half of 2003, income before reorganization items was
$4.0 million versus a loss of $22.8 million for the first half of
2002.

Net sales for the second quarter of 2003 were $91.4 million
compared to $89.1 million last year, a comparable increase of
2.6%. For the first half of 2003, sales were $208.0 million
compared to $200.1 million last year, a comparable increase of
4.0%. The same 170 stores were open for all periods presented.

At August 10, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $110,000, while total shareholders' equity dwindled to about
$14 million.

"We are pleased with the sales and net earnings increases over
last year's second quarter as we are comparing them to a
relatively strong second quarter in 2002," stated Bruce Dale,
Franks Nursery Chief Executive Officer. "In 2002, sales were aided
by favorable weather and were up 15.2% over 2001. This year our
associates rose to the challenge to beat last year's sales and net
earnings as we continue to strive to improve all areas of our
operation."

Franks Nursery is the nation's largest lawn and garden specialty
retailer and operates 170 stores in 14 states. Franks is also a
leading retailer of indoor garden products and accessories,
including silk floral arrangements, as well as Christmas decor
merchandise.


GENZYME CORP: Completes Acquisition of SangStat Medical Corp.
-------------------------------------------------------------
Genzyme Corp. (Nasdaq: GENZ) has completed its acquisition of
SangStat Medical Corp.

Genzyme acquired SangStat through a tender offer for $22.50 per
share, and a subsequent merger of a wholly-owned subsidiary with
and into SangStat. SangStat shares have been delisted from Nasdaq,
and ceased trading at the close of business on Sept. 12.

With completion of the merger, Genzyme adds a profitable and
growing business with a leading antibody product used in organ
transplantation, and a significant product development program in
immune-mediated diseases.

"We are very pleased to capitalize on this opportunity to further
expand our commercial focus, and to bolster our product
development efforts in the area of immune-mediated diseases," said
Henri A. Termeer, chairman and chief executive officer, Genzyme
Corp. "The addition of SangStat will bring Genzyme a talented team
of professionals with extensive commercial experience in
transplantation, as well as a best-in-class product and an
exciting and complementary pipeline."

Thymoglobulin(R) (anti-thymocyte globulin), the lead product
Genzyme gained through the acquisition, is used to treat acute
rejection in patients with a renal transplant. Genzyme expects to
drive Thymoglobulin growth in the coming years primarily by
gaining a broader clinical label, and by expanding sales in Europe
and Latin America. Recently, SangStat received clearance for two
investigational drug applications from the U.S. Food and Drug
Administration to initiate new studies of Thymoglobulin in living
donor kidney transplant patients and in bone marrow
transplantation. The sales force responsible for Thymoglobulin
will also promote Gengraf(TM) (cyclosporine), a branded generic
cyclosporine co-marketed with Abbott Laboratories that is used for
chronic immunosuppression after transplantation.

The addition of SangStat's pipeline will deepen Genzyme's existing
portfolio of products in development for immune-mediated diseases
(IMDs), which includes potential treatments for scleroderma,
multiple sclerosis, and pulmonary fibrosis. SangStat's lead
pipeline candidate, RDP58, is an anti- inflammatory peptide that
the company is investigating across a range of IMDs, including
ulcerative colitis. Genzyme also gains rights through a
collaboration with Therapeutic Human Polyclonals, Inc. to an early
stage research program focused on developing human polyclonal
antibodies.

Genzyme funded the acquisition of SangStat's shares with $300
million from its existing bank line of credit, and approximately
$300 million from cash reserves.

Genzyme Corporation (S&P, BB+ Subordinated Debt Rating, Positive)
is a global biotechnology company dedicated to making a major
positive impact on the lives of people with serious diseases. The
company's broad product portfolio is focused on rare genetic
disorders, renal disease, and osteoarthritis, and includes an
industry-leading array of diagnostic products and services.
Genzyme's commitment to innovation continues today with research
into novel approaches to cancer, heart disease, and other areas of
unmet medical need. Genzyme's more than 5,000 employees worldwide
serve patients in more than 80 countries.


GLOBAL CROSSING: Launches Enhanced Videoconferencing Service
------------------------------------------------------------
Global Crossing announced an enhanced videoconferencing service
that delivers increased video quality, reliability, global reach
and cost efficiencies. As a result, a growing number of leading
multinational financial organizations have recently contracted to
use Global Crossing's enhanced videoconferencing as well as Ready-
Access(R) audio and Web-based conferencing services.

The enhanced videoconferencing service is a new transport
alternative to the traditional public switched integrated services
digital network (ISDN) video services. iVideoconferencing -- the
latest offering in Global Crossing's suite of videoconferencing
services -- enables customers to place ISDN calls directly on the
private Global Crossing IP backbone network rather than the public
switched telephone network (PSTN). Calls are then provisioned into
multi-point conferencing units (MCU's) that enable multiple sites
to communicate simultaneously without additional routing,
resulting in significant video quality improvements, extended
global reach, and potential cost savings over traditional ISDN
services.

"This latest videoconferencing offer is a major leap forward in
enhancing our customers' experience," said Anthony Christie,
senior vice president for offer and product management.
"International conferencing customers in particular will
appreciate the increased video quality with fewer temporary
disconnects and freeze frames, along with the potential for cost
savings over their current videoconferencing expenses."

By placing videoconferencing calls via Global Crossing's state-of-
the-art fiber-optic network, connections take a direct and
dedicated route to international destinations with increased ease,
requiring no upgrades or changes to customers' end-point video
equipment or infrastructure. In addition, Global Crossing's
enhanced videoconferencing services provide customers the option
to migrate to an entirely IP videoconferencing solution whenever
they choose.

"A significant number of major multinational financial
organizations are quickly seeing the merits of our enhanced
videoconferencing services, which are unique to the industry,"
said Neil Barua, vice president of conferencing. "New customers
are already enjoying superb video quality, reliability and savings
in certain locations."

Videoconferencing calls placed over ISDN networks have
traditionally been susceptible to problems such as freeze frames
and temporary disconnects. Global Crossing has already provisioned
more than 406,000 network minutes of enhanced videoconferencing
service, linking large multinational corporations with sites in
Europe, the America's and Pacific Rim, while achieving a
significant reduction in temporary disconnects and other
traditional video issues.

Global Crossing's conferencing services are built around a
streamlined global service delivery model that offers customers
easy-to-use conferencing and collaboration tools that increase
efficiency and productivity. Premier dedicated customer service is
provided from state-of-the-art network operations centers (NOCs)
and call centers worldwide on a 24-hour basis, seven days a week.

Many of Global Crossing's voice, data and video services are
delivered worldwide, via its IP network, which provides
connectivity to 200 cities in more than 27 countries. Global
Crossing's Tier 1 IP backbone leverages a single autonomous system
(AS) number with multiprotocol label switching (MPLS) traffic
engineering to deliver the minimum number of hops, for the fastest
transmission speeds worldwide.

Ready-Access(R) is Global Crossing's easy-to-use, on-demand,
reservationless audio conferencing suite that has recently been
expanded to include Ready-Access(R) Global "800" and Ready-Access
Web Meeting. Ready-Access(R) Global "800" service allows users to
access global toll-free numbers for Ready-Access conferences from
key international business locations. Ready-Access Web Meeting,
recently enhanced with several user-friendly features, is an on-
demand Web-based conferencing service that enables users to share
images online and record them synchronized to audio portions of
meetings. Global Crossing's video conferencing is available over
traditional ISDN lines as well as video-over-IP, providing
superior video quality.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

Visit http://www.globalcrossing.comfor more information about  
Global Crossing.


GLOBAL CROSSING: Supplies Conferencing Services to Zurich Fin'l
---------------------------------------------------------------
Global Crossing has signed a contract regarding the provision of
audio, video and Web-based conferencing services to the Zurich
Financial Services Group. Global Crossing will provide a full
suite of conferencing services to offices around the globe,
delivered over Global Crossing's 200-city network.

John Legere, Global Crossing's CEO, said, "This is a significant
contract leveraging Global Crossing's ability to meet the
stringent requirements of one of the world's largest financial
organizations operating across five continents."

Global Crossing is a full-service conferencing solution provider
offering automated and operator-assisted video conferencing
services, Web conferencing, and audio conferencing. Backed by
industry-leading redundancy protection and disaster recovery
systems, Global Crossing's conferencing portfolio includes Ready-
Access(R), Ready-Access(R) Web Meeting, Ready-Access(R) Global 800
Service, Videoconferencing, eMeeting, Event Call, Event Express,
and Auto Event.

Global Crossing's conferencing services are built around a
streamlined global service delivery model that offers customers
easy-to-use conferencing and collaboration tools that increase
efficiency and productivity. Premier dedicated customer service is
provided from state-of-the-art network operations centers (NOCs)
and call centers worldwide on a 24-hour basis, seven days a week.

Many of Global crossing's voice, data and video services are
delivered worldwide, via its IP network, which provides
connectivity to 200 cities in more than 27 countries. Global
Crossing's Tier 1 IP backbone leverages a single autonomous system
(AS) number with multiprotocol label switching (MPLS) traffic
engineering to deliver the minimum number of hops, for the fastest
transmission speeds worldwide.

Ready-Access(R) is Global Crossing's easy-to-use, on-demand,
reservation- less audio conferencing suite that has recently been
expanded to include Ready-Access(R) Global "800" and Ready-Access
Web Meeting. Ready-Access(R) Global "800" service allows users to
access global toll-free numbers for Ready-Access conferences from
key international business locations. Ready- Access Web Meeting,
recently enhanced with several user-friendly features, is an on-
demand Web-based conferencing service that enables users to share
images online and record them synchronized to audio portions of
meetings. Global Crossing's video conferencing is available over
traditional ISDN lines as well as video-over-IP, providing
superior video quality.

Zurich Financial Services is an insurance-based financial services
provider with an international network that focuses its activities
on its key markets of North America, the United Kingdom and
Continental Europe. Founded in 1872, Zurich is headquartered in
Zurich, Switzerland. It has offices in more than 50 countries and
employs about 64,000 people.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

Visit http://www.globalcrossing.comfor more information about  
Global Crossing.


GOODYEAR TIRE: Steelworkers Ratify New Three-Year Labor Contract
----------------------------------------------------------------
The United Steelworkers of America members at 14 plant locations
throughout the U.S. have overwhelmingly ratified a new three-year
contract with Goodyear Tire and Rubber.

The tentative agreement was passed by more than a two-to-one
margin. The new agreement provides workers with an unprecedented
network of job security measures and implements a process where
the financially troubled company will work with the Union to
create more efficient workplaces, maintain quality health care
benefits and restructure its finances.

"We're pleased that we reached an agreement with Goodyear that
makes our Union a true partner in the future success of the
company, " said USWA International president Leo W. Gerard. "We
were committed from the onset of the negotiations to saving
Goodyear for our members, our retirees and their communities, many
of which are in the heartland of America. Given the blatant
abandonment of American manufacturing by global corporations in
recent years - 2.7 million jobs in the last 30 months - the job
security provisions in this contract are an achievement that mark
a whole new era of labor-management relations in the tire and
rubber industry."

"Unfortunately, there was nothing that we could do prevent the
closing of the company's facility in Huntsville, Alabama," said
USWA International Vice President Andrew V. Palm, chair of the
USWA Goodyear/Kelly-Springfield/ Dunlop bargaining team. "Although
we were able to greatly minimize the negative consequences for our
members there, the closure is still a bitter pill to swallow.
Words can't express the deep sadness and disappointment we all
feel."

Goodyear's troubled financial circumstances presented major
obstacles to a complicated bargaining process that lasted more
than five months. The company had initially planned to
substantially reduce its North American production by closing a
number of plants and downsizing several others. That production
was scheduled for transfer offshore with capital investments
earmarked for foreign and non-union domestic facilities. In
addition, the company was looking for USWA members and retirees to
accept major wage, benefit and other contractual safeguard
concessions.

The USWA engaged a team of Wall Street experts to work with its
own financial and legal experts to analyze Goodyear's finances,
operations and business strategy. The Union came to the bargaining
table with a strategy that focused on restructuring the company by
improving production efficiencies, managing health care costs and
eliminating excessive layers of management.

"We made it clear that, for there to be a contract, our plants
would stay open and capital expenditures would be made to keep
them globally competitive, " stated USWA Executive vice president
John Sellers, the head of the Steelworkers' Rubber/Plastic
Industry Council. Imports will be restricted under the new
contract, as well as the company's right to transfer production.
Management will be downsized at both corporate headquarters and on
the shop floor, with bargaining-unit members now empowered to make
more of the critical decisions in the production process. The use
of outside contractors will be greatly curtailed.

The new contract provides for an intricate network of job security
protections for USWA- members by designating twelve of the
facilities as Protected Plants: The tire and engineered product
facilities are located in Akron/Green, Ohio; Gadsden, Alabama;
Buffalo, New York; St. Marys, Ohio; Lincoln, Nebraska (except the
Global Distribution Center); Topeka, Kansas; Freeport, Illinois;
Tyler, Texas; Danville, Virginia; Marysville, Ohio; Union City,
Tennessee; Sun Prairie, Wisconsin; and, Fayetteville, North
Carolina. The Tyler, Texas plant will have partial-Protected Plant
status initially and will obtain protected status upon attaining
certain goals.

The Protected Plants must under all but the most extreme
circumstances remain open during the terms of the agreement and
minimum-staffing levels must be maintained. Transfer of production
from a Protected Facility to non-USWA plants is restricted.
Protected Plants must also be given "meaningful and significant
first consideration and preference" for all new products developed
for sale in North America. Goodyear must give the same
consideration to USWA-facilities when designating capital
expenditures for increasing capacity or modernized facilities for
production of products for sale principally in North America.

Huntsville members with 25 or more years of service will receive
lump sum payments in addition to their basic and shutdown-enhanced
pension benefits. Those with less than 25 years will receive a
severance package that includes special weekly payments for an
extended period. There will be a minimum of 15 such weekly
payments.

Huntsville employees will be entitled to priority in the
preferential hiring process at the Gadsden, Alabama plant. In
order to help create more jobs at the Gadsden facility, the
company will transfer one million tires per year to that facility
from non-USWA plants. All production from Huntsville will be
transferred to USWA-represented plants.

In addition to reaching an agreement to reduce salaried staffing
level by 115% of the percentage reduction of bargaining unit
employment as of the end of December 2002, the company will limit
the ratio of non-bargaining unit employees, including contractors,
in both tire plants and engineered product plants. The USWA will
also have a seat on Goodyear's Board of Directors, a first in the
tire and rubber products industries. Also, the new contract places
limits on executive compensation, both in base salaries and in
rewarding stock options.

"In the short-term, we made certain sacrifices to provide the
company with the flexibility it needs to financially restructure,
while maintaining quality health care benefits for both our active
and retired members," stated Gerard. "The debt restructuring
commitments obligates management to take the necessary steps to
turn Goodyear around in the right direction. Plus, the new profit-
sharing plan will enable our members to share the fruits of
success when this happens."

The USWA expects to resume master contract bargaining shortly with
Bridgestone-Firestone and Uniroyal/Goodrich, Michelin Tire. The
Goodyear contract will serve as a pattern agreement for those
negotiations.

As reported in Troubled Company Reporter's July 2, 2003 edition,
Fitch Ratings placed the Goodyear Tire & Rubber Company's senior
unsecured rating of 'B' and the senior secured bank facilities
rating of 'B+' on Rating Watch Negative. Approximately, $5 billion
of debt is affected.


GREAT WALL CASINO: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Great Wall Casino Inc.
        3121 S 38th Street
        Tacoma, WA 98409
        dba Great Wall Casino and Restaurant

Bankruptcy Case No.: 03-49159

Chapter 11 Petition Date: September 2, 2003

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Bruce T. Clark, Esq.
                  Law Offices of Bruce T. Clark
                  3645 N Pearl Street
                  Tacoma, WA 98407
                  Tel: 253-752-8355

Estimated Assets: $100,000 to $500,000

Estimated Debts: $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
International Revenue       Taxes                     $630,664
Service
Dept. of Treasury
Attn: Charles Washington

City of Tacoma              Taxes                     $109,848

Washington State Dept. of   Taxes                      $16,948     
Revenue

Washington State Dept.      Taxes                      $46,459
of L & I

Northwest Bank              Loan                       $86,738

Lucas & Lucas               Legal Fees                 $26,000

Washington State Dept.      Taxes                       $6,600
of E.S.


HANGER ORTHOPEDIC: Amends Cash Tender Offer for Senior Sub Notes
----------------------------------------------------------------
Hanger Orthopedic Group, Inc. (NYSE: HGR) is amending its cash
tender offer and consent solicitation for any and all of its
$150,000,000 outstanding principal amount of 11-1/4% Senior
Subordinated Notes due 2009 (CUSIP No. 41043FAB5) by (i)
increasing the consent payment to 4.00% of the principal amount
for the senior subordinated notes validly tendered and accepted
for payment and (ii) extending the Consent Date to 5:00 p.m., New
York City time, on September 22, 2003.  The tender offer will
still expire at 5:00 p.m., New York City time, on October 1, 2003,
unless extended.

Holders who tender their senior subordinated notes will receive
the accrued and unpaid interest on such notes up to, but not
including, the payment date in connection with the tender offer.
The tender price for the senior subordinated notes will be payable
to holders who validly tender and do not properly withdraw their
senior subordinated notes on or prior to the tender offer
expiration date.

In order to receive the consent payment of 4.00% of the principal
amount for the senior subordinated notes validly tendered and
accepted for payment, holders must tender their notes and deliver
their consents on or prior to 5:00 p.m., New York City time, on
September 22, 2003, unless extended.  Holders of notes who tender
after 5:00 p.m., New York City time, on the Consent Date will not
receive the consent payment.

The tender offer and consent solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement dated
September 2, 2003, and related Letter of Transmittal, which more
fully set forth the terms of the tender offer.

Lehman Brothers Inc. is the dealer manager for the tender offer
and solicitation agent for the consent solicitation.  Questions
about the tender offer should be directed to Lehman Brothers Inc.,
toll-free at (800) 438-3242 or (212) 528-7581 (collect),
attention: Liability Management.  The information agent for the
tender offer is D.F. King & Co. Inc.  Requests for additional
sets of the tender offer materials may be directed to D.F. King &
Co. Inc., by calling toll-free at (888) 567-1626.

Hanger Orthopedic Group, Inc. (S&P, B+ Corporate Credit Rating),
headquartered in Bethesda, Maryland, is the world's premier
provider of orthotic and prosthetic patient-care services. Hanger
is the market leader in the United States, owning and operating
591 patient-care centers in 44 states and the District of
Columbia, with 3,139 employees including 875 certified
practitioners.  Hanger is organized into two business segments:
patient-care, which consists of nationwide orthotic and prosthetic
practice centers, and distribution, which consists of distribution
centers managing the supply chain of orthotic and prosthetic
componentry to Hanger and third party patient-care centers.  In
addition, Hanger operates the largest orthotic and prosthetic
managed care network in the country.


HAYES LEMMERZ: Second Quarter Fin'l Results Enter Positive Zone
---------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC Bulletin Board: HAYZ)
posted operating income of $51.6 million (including the impact of
certain gains and expenses related to emergence from Chapter 11
reorganization) for the second quarter ended July 31, 2003.

This is sharply improved from a year earlier loss of $12.6
million, which also includes certain expenses related to the
Company's Chapter 11 reorganization. Earnings from operations
excluding these items was $20.4 million in the current quarter,
compared with a year earlier loss of $7.2 million. Gross profit
margin increased to 11.2% in the second quarter of 2003 from 7.6%
in 2002.

For the three months ended July 31, 2003, Hayes Lemmerz, a leading
global supplier to the automotive industry, reported sales of
$502.8 million, compared with year-earlier sales of $504.0
million. Based on industry reports, North American light vehicle
production fell 8% from the same period a year earlier.

"Our significantly improved operating results reflect the thought
and effort we have put into reshaping Hayes Lemmerz so that it can
compete profitably in today's automotive industry marketplace,"
said Curt Clawson, Chairman, President and CEO. "Our ability to
improve operating income despite flat sales demonstrates the
benefits of the many operational and management changes we have
made in the last year."

"We have a new management team in place with significant auto
industry and 'best practices' management experience, final closure
of an unprofitable plant in Bowling Green, Kentucky, and
significant improvements at the Company's Montague, Michigan
facility. The Company also has more than 150 'Operational
Excellence' initiatives under way," Mr. Clawson said. "These have
resulted in reduced mold changeover times, improved uptime,
reduced scrap, better flow through plants and work cells, and
freed-up floor space, all of which contribute to improved
profitability," he noted.

"Hayes Lemmerz emerged from Chapter 11 with a strong balance sheet
and ample liquidity to support its operations and future growth,"
Mr. Clawson said. Through the Chapter 11 reorganization process,
the Company significantly reduced its level of indebtedness. As of
July 31, 2003, the Company had $782.3 million of net debt compared
to $2.06 billion as of January 31, 2003. Additionally, the Company
has no loans outstanding under its $100 million revolving credit
facility and a cash balance of $140.6 million.

Hayes Lemmerz International, Inc. is a leading global supplier of
automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components. The
Company has 43 plants, 3 joint venture facilities and 11,000
employees worldwide.

More information about Hayes Lemmerz International, Inc. is
available at its Web site at http://www.hayes-lemmerz.com  


HAYES LEMMERZ: HLI Trust Asks Court to Subpoena Former Employees
----------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the HLI Creditor Trust seeks the Court's authority to
issue a subpoena for the production of documents and oral
testimony of these former directors and officers of the Hayes
Lemmerz Debtors:

   -- Ranko Cucuz;
   -- William D. Shovers;
   -- D. N. Vermilya;
   -- John S. Rodewig;
   -- Ray H. Witt;
   -- Cleveland A. Christopher;
   -- David Ying;
   -- Anthony Grillo;
   -- Paul Levy;
   -- Jeffrey Lightcap;
   -- Andrew Heyer;
   -- Horst Kukwa-Lemmerz;
   -- Wienand Meilicke;
   -- Ronald Kolakowski;
   -- Jesus Bonilla Valdez;
   -- James Jarrett; and
   -- Allen M. Buntin.

Linda Richenderfer, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, explains that although some of these persons may have
been released from liability under the terms of the Modified
Plan, each of them has knowledge of facts that bears directly on
the Creditor Trust's claims against unreleased parties.  

Investigation and pursuit of the Trust Claims requires a detailed
analysis of the Debtors' accounting practices and the extent of
the knowledge of the directors and officers with respect to those
practices.  The information sought will allow the Creditor Trust
to determine whether prosecution of the Trust Claims is warranted
and the cost is justified.  Hence, Ms. Richenderfer asserts, the
Creditor Trusts' request should be approved.   

               Former Directors and Officers Object

The Debtors' former directors and officers argue that the
Creditor Trust is clearly seeking an unrestrained post-
confirmation fishing expedition in the form of Bankruptcy Rule
2004 examination to determine whether grounds exist to commence
an action, to discover assets, and to investigate fraud.  

Furthermore, the Creditor Trust cannot satisfy its burden of
showing good cause for subjecting them to what amounts to abuse
of the wide-open powers of a Trustee to conduct examinations in
aid of the reorganization process.  The Creditor Trust has not
even cited a single case in support of its request that dealt
with a situation where the debtor's plan of reorganization has
been confirmed and the reorganized debtor is attempting to use
Rule 2004 examinations to determine whether to file a suit
against third parties.          

Undoubtedly, the former directors and officers say, the Creditor
Trust is trying to get two bites at the apple by being able to
examine them under Rule 2004 and then take their depositions
again after the anticipated adversary proceedings are filed
against them.  It is inappropriate for the Court to allow Rule
2004 examinations post-confirmation because the Debtors already
had the opportunity to conduct this, but chose not to.

Accordingly, the former directors and officers contend, a Rule
2004 examination conducted post-confirmation would constitute
superfluous and inappropriate pre-compliant discovery against
them.

The Trust is attempting to take advantage of the lack of
procedural safeguards afforded to examinees in a Rule 2004
examination.  In comparison to discovery under the Federal Rules
of Civil Procedure, Bankruptcy Rule 2004 does not require notice
to a witness regarding the motion for discovery, the examinee has
no right to representation by counsel, the right to object to
questions is generally denied, and if counsel for the examinee is
allowed to be present, their ability to cross-examine witnesses
is left to the Court's discretion.  Finally and most importantly,
the inquiry in a Rule 2004 examination is not limited to the
issues raised in the complaint.  

Therefore, the former directors and officers contend, the
Creditor Trust's Rule 2004 examination request should be denied.
(Hayes Lemmerz Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HINES HORTICULTURE: Unit Commences Sr. Notes Private Placement
--------------------------------------------------------------
Hines Horticulture, Inc. announced on September 11, 2003 that
Hines Nurseries, Inc., a wholly owned subsidiary of Hines
Horticulture, intends to raise $175.0 million of gross proceeds
through a private placement of senior notes, subject to market and
other conditions.   

The offering of the senior notes is part of a proposed refinancing
plan. The elements of the proposed Refinancing (including the
payment of related costs and expenses) are: (i) the offering of
the senior notes; (ii) a new credit facility for a term of five
years which is expected to provide for a $145 million revolving
credit facility, subject to a borrowing base, and a $40 million
term loan facility; (iii) the repayment in full of all borrowings
under Hines Nurseries' existing credit facility (consisting of
revolving loans and term loans estimated to be approximately
$143.5 million as of August 31, 2003); and (iv) the redemption of
all of Hines Nurseries' outstanding 12.75% senior subordinated
notes due 2005.

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Hines Horticulture Inc., the parent guarantor of
ornamental shrubs and plants producer Hines Nurseries Inc. The
outlook on Hines Horticulture was revised to stable from positive.

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

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

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


IMAGING TECHNOLOGIES: Hires Pohl McNabola as New Accountants
------------------------------------------------------------
On September 3, 2003, Imaging Technologies Corporation appointed
Pohl, McNabola, Berg & Company, LLP as its independent auditors
upon the recommendation of its Audit Committee.

The ITEC Audit Committee interviewed a number of candidates,
including Stonefield Josephson, Inc., its prior independent
auditors. The Audit Committee determined that it was in the best
interests of the Company to engage a new independent auditor to
perform services for ITEC and its subsidiaries, two of whose
shares are publicly traded.

Stonefield Josephson's audit report on the financial statements of
the Company as of June 30, 2002  expressed its uncertainty as to
the Company's ability to continue as a going concern.  They cited
recurring losses from operations, the Company's working capital
deficiency, and limited cash resources.  These circumstances were
also present in the financial statements of the Company as of
March 31, 2003 and in financial statements for several consecutive
reporting periods. The Company expects that this condition will be
reported in its audited financial statements for the fiscal year
ended June 30, 2003. PMBC has been engaged to perform the audit
for this fiscal year ended June 30, 2003.

Imaging Technologies Corporation (OTC Bulletin Board: IMTO) was
founded in 1982. Headquartered in San Diego, California, the
Company produces and distributes imaging products; and provides a
variety of professional services related to human resources to
businesses.


INTERMET CORP: Plans to Build and Operate New Foundry in Mexico
---------------------------------------------------------------
In an effort to better serve its global customer base, INTERMET
Corporation (Nasdaq: INMT), one of the world's leading
manufacturers of cast-metal automotive components, plans to build
and operate a ductile iron foundry in Mexico.

This new plant will be located in the Monterrey area and will be
dedicated to the production of automotive structural and safety
components such as steering knuckles, control arms, and brake
calipers and brackets, as well as other highly engineered ductile-
iron parts.

Construction of the 100,000-square-foot greenfield plant is
expected to begin before the end of the year and be operational by
mid-2004.  Plans call for two casting lines featuring vertical,
flaskless molding, along with medium-frequency induction furnace
melting, a complete coldbox coremaking operation, and highly
automated casting finishing and validation.  At full production,
annual revenue for the plant is expected to reach approximately
$40 million, with the potential for expansion in either ductile
iron or INTERMET's Blue Sand(TM) aluminum casting process, which
also is focused on structural components.

"The location of a casting operation in Mexico represents a
critical step in INTERMET's global expansion plan," said Gary F.
Ruff, INTERMET's President and CEO.  "This state-of-the-science
facility also fits well into our LASIK Vision strategy since it
will utilize existing assets to minimize the cost and time for
production startup.  In addition, we believe the new foundry will
fill a demand in the Mexican cast-metal industry for safety-
critical components supported by the full-service capabilities of
INTERMET in research, development, engineering and design."

INTERMET currently manufactures components for most of the world's
leading automotive OEMs and Tier 1 suppliers, and this new Mexican
foundry should benefit its increasingly international customer
base.  The plant, which is expected to have a significant book of
business at startup, has been designed to be highly efficient
using lean-manufacturing concepts and a high level of automation
to minimize variability -- critical factors in the production of
highly engineered safety and structural castings.

INTERMET Vice President Jesus M. Bonilla added, "Mexico is a major
player in the global automotive industry.  A number of automotive
OEMs and system/module suppliers have assembly facilities there,
but currently must import cast components to support their
operations.  With our new facility, INTERMET will be positioned to
effectively serve our customer base.  The site location in
Monterrey, Nuevo Leon, places the plant in a region close to our
major customers, near transportation routes, and provides a
workforce skilled in the manufacturing and technical abilities
needed for our industry."

With headquarters in Troy, Michigan, INTERMET Corporation (S&P,
BB- Corporate Credit Rating, Stable) is a manufacturer of
powertrain, chassis/suspension and structural components for the
automotive industry. INTERMET's strategy is to be the world's
leading supplier of cast-metal automotive components. The company
has more than 5,500 employees at facilities located in North
America and Europe. More information is available on the Internet
at http://www.intermet.com


J/Z CBO (DELAWARE): B+ Class C Note Rating on Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A, B, and C notes issued by J/Z CBO (Delaware) LLC, an arbitrage
CBO transaction managed by J/Z Advisors, on CreditWatch with
negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the last rating action in February 2003.

According to the most recent trustee report (Aug. 15, 2003), the
class A overcollateralization ratio was at 139.26%, versus the
required 183%, and compared to a ratio of 152.37% at the time of
the last rating action. For purposes of reporting its
overcollateralization test ratios, J/Z CBO "haircuts" (or reduces
the principal value of) assets that have a rating of 'CCC+' or
lower. According to the August trustee report, the 'CCC+' or lower
rated assets are at $46.03 million, compared to $25.02 million at
the time of the last rating action. This has caused the haircut
amount to increase to $11.24 million from $2.3 million at the time
of the last rating action.

The interest coverage ratio also deteriorated since the last
rating action. As of the most recent trustee report, the interest
coverage ratio is at 43.19%, versus the required ratio of 142%,
and compared to a ratio of 66.84% at the time of the last rating
action.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for J/Z CBO (Delaware) LLC to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   
             RATINGS PLACED ON CREDITWATCH NEGATIVE
   
                      J/Z CBO (Delaware) LLC
   
                       Rating
        Class   To                From     Balance (mil. $)
        A       AA-/Watch Neg     AA-               105.21
        B       BBB/Watch Neg     BBB                21.77
        C       B+/Watch Neg      B+                 21.50


KASPER A.S.L.: Files Second Amended Plan & Disclosure Statement
---------------------------------------------------------------
Kasper A.S.L., Ltd. (KASPQ.OB) reported that on September 12, it
filed its Second Amended and Restated Joint Plan of Reorganization
and Second Amended and Restated Disclosure Statement. The Plan
contemplates distribution of the proceeds, net of certain
expenses, of the sale of the Company. The Plan has the full
support of the Official Creditors' Committee.

As previously announced, on August 7, 2003 an auction was
conducted pursuant to Bankruptcy Court approved bidding
procedures. Jones Apparel Group, Inc. (NYSE: JNY) was determined
to have submitted the highest bid at the auction, and the Company
entered into an agreement to be acquired by Jones for $204.0
million in cash and the assumption of deferred liabilities,
primarily pre-paid royalties, projected to be approximately $11.5
million at closing, for an aggregate value of $215.5 million,
subject to adjustments.

The Plan requires, among other things, the approval of the
requisite majority of the Company's creditors and confirmation by
the Bankruptcy Court. The Company anticipates that the transaction
will be consummated before the end of the year.

John D. Idol, Chairman and Chief Executive Officer, said, "We are
pleased that the bidding process has come to a conclusion and that
the Plan has been filed. We believe the process has maximized the
value of the Company and produced the best results for our
customers, suppliers and shareholders."

As more fully described in the Disclosure Statement, the ultimate
distribution of the estate is contingent on, among other things:

* Resolution of the Internal Revenue Service proposed adjustment.
  As disclosed in the Company's quarterly report on Form 10-Q for
  the period ended June 28, 2003, during the fiscal year ended
  December 28, 2002, the Internal Revenue Service ("IRS") issued a
  proposed adjustment that would have resulted in additional
  federal and state income taxes and reduced net operating loss
  carryforwards. On November 22, 2002, the Company filed an
  objection to the IRS claim. The Company has had continuing
  dialog with the IRS, however, any resolution of the proposed
  adjustment may result in the disallowance of certain deductions
  and result in additional tax payments. If the Company is
  unsuccessful at reaching a resolution, the proposed adjustment
  would result in additional tax payments and reduce the Company's
  net operating loss carryforwards of approximately $39.0 million
  at December 28, 2002 by approximately $34.1 million.

* Determination by the Bankruptcy Court of the senior notes
  interest. The Company estimates that the aggregate senior notes
  claims are approximately $136 million, which includes
  prepetition interest calculated at the non-default rate (and
  does not include interest on interest or default interest), and
  does not include any postpetition interest, including interest
  on interest, or interest at the default rate, to which holders
  may be entitled. The Bankruptcy Court may award prepetition
  interest on interest, postpetition interest, including interest
  on interest, and may utilize the default rate of interest, in
  which event the Company estimates the aggregate senior notes
  claims at closing would be approximately $179 million. Interest
  will be paid in such amounts and at such rates as shall be
  determined by the Bankruptcy Court. Working capital adjustment.
  The purchase price is subject to an adjustment for the working
  capital, as defined, as of the consummation of the acquisition.

As a result of these significant contingencies, among others,
there can be no assurance that any distribution will be made to
equity holders.

Kasper A.S.L., Ltd. is a leading marketer and manufacturer of
women's suits and sportswear. The Company's brands include Albert
Nipon, Anne Klein, Kasper and Le Suit. These brands are sold in
over 3,000 retail locations throughout the United States, Europe,
the Middle East, Southeast Asia and Canada. The Company also
licenses its Albert Nipon, Anne Klein, and Kasper brands for
various men's and women's products.


KMART CORP: Working to Resolve Landlords' Cure Claims
-----------------------------------------------------
Under the Plan, the Kmart Corporation Debtors assumed unexpired
non-residential property leases for 1,593 locations.  The Debtors
adopted two processes for reconciling cure claims for the 1,593
assumed locations:

     (i) an expedited process established by agreement with
         certain landlords in consideration for those landlords'
         withdrawal of their objections to the Plan; and

    (ii) a reconciliation process provided in the Plan.

The Plan Cure Claims Reconciliation Process relates to cure
claims filed in connection with the assumption of executory
contracts or unexpired leases in accordance with the Plan.  Cure
Claims with respect to Assumed Leases that are to be reconciled
pursuant to the Plan Cure Claims Reconciliation Process are
referred to as Non-Expedited Cure Claims.

As of the June 20, 2003 deadline for filing Non-Expedited Cure
Claims, the Debtors received 1,162 Cure Claims with respect to
the Assumed Leases.  Of those 1,162 Cure Claims:

   -- 311 are actually subject to the Expedited Cure Claims
      Reconciliation Process; and

   -- 851 are Non-Expedited Cure Claims.

By this Omnibus Objection, the Debtors ask the Court to:

   (a) allow 45 agreed cure claims for $1,328,611;

   (b) bar all cure claims filed after the Non-Expedited Cure
       Claim Deadline, including with respect to the 570 assumed
       leases where no cure claim was filed;

   (c) bar any multiple claims;

   (d) disallow and expunge:

       * 20 Ineligible Claims, which concerns leases that are
         expired, terminated or have already been assigned and
         assumed by the Debtors;

       * 22 Late-Filed Claims, which are claims filed after
         June 20, 2003; and

       * 136 Improperly Filed Claims, which are claims filed as
         either proof of claim or an administrative expense claim
         but not as a cure claim; and

   (e) authorize Landlords that have misdirected their claims
       to file a Cure Claim by August 19, 2003, thus, extending
       the Debtors' objection deadline until September 16, 2003.

The Debtors report that 800 landlords filed cure claims
aggregating $120,633,911 on account of certain Assumed Leases.  
The Debtors agree to allow $31,163,751 of the Landlord Claims.  
Six subtenants also filed cure claims totaling $47,205.  The
Debtors dispute the entire Subtenant Claims.  The Debtors
maintain that the asserted Landlord and Subtenant cure amounts
are excessive, or that the Claims are inconsistent with their
Books and Records or have insufficient documentation as to their
accuracy.  Thus, the Debtors ask Judge Sonderby to set a status
hearing on September 23, 2003 for those Disputed Landlord And
Subtenant Cure Claims.

The Debtors dispute the Cure Claims because the amounts exceed
from that allowed in the Bankruptcy Code, or that the Claims are
inconsistent with the Debtors' Books and Records or have
insufficient documentation as to its accuracy.

The Debtors also object to Cure Claims due after the Effective
Date.  Under the Plan, an amount must be due and payable as of
the Effective Date to be properly included as part of a Cure
Claim.  If it accrues after the Effective Date, the Debtors will
instead pay or contest the amounts in the ordinary course of
business.

There may be more than one party to an Assumed Lease.  There may
also be more than one claim filed with respect to an Assumed
Lease.  A single liability against a Debtor cannot result in
multiple recoveries to multiple creditors.  Accordingly, the
Debtors want these kinds of claims to be barred.

The Debtors reserve the right to amend the omnibus objection and,
should a ground be dismissed, the Debtors reserve the right to
object on other grounds.  Also, the Debtors reserve the right to
further reduce the Cure Claims.  To contest the Debtors'
objection, Landlords are allowed to file a response. (Kmart
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LASERSIGHT: U.S. Trustee to Meet with Creditors on October 14
-------------------------------------------------------------
The United States Trustee reschedules the meeting of LaserSight
Incorporated and its debtor-affiliates' creditors on October 14,
2003, 10:00 a.m., at SouthTrust Building, 6th Floor Suite 600, 135
West Central Boulevard, Orlando, Florida 32801. The meeting was
previously scheduled for October 6, 2003. This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Winter Park, Florida, LaserSight Incorporated
manufactures ophthalmic medical equipment.  The Company filed for
chapter 11 protection on September 5, 2003 (Bankr. M.D. Fla. Case
No. 03-10371).  Frank M. Wolff, Esq., at Wolff, Hill, Mcfarlin &
Herron, P.A., represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $20,564,200 in total assets and $11,664,021
in total debts.


LEAP WIRELESS: Closes Sale of Spectrum in Idaho and Twin Falls
--------------------------------------------------------------
Leap Wireless International, Inc. (OTCBB:LWIQE), an innovator of
wireless communications services, has completed the sale of 15 MHz
of spectrum in each of the Idaho Falls and Twin Falls, Idaho
markets to Edge Acquisitions, LLC for $3.25 million.

The U.S. Bankruptcy Court for the Southern District of California
in San Diego, Calif. approved the transaction on Sept. 9, 2003.

Leap's subsidiary that owns these licenses, Cricket Licensee
(Reauction), Inc., had previously entered into a license
acquisition agreement with Edge Acquisitions, LLC. Competing bids
were solicited on the licenses as required by the court.

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, please visit
http://www.leapwireless.com


LIBERTY MEDIA: Appoints Michael P. Zeisser as Sr. Vice President
----------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) has announced the
appointment of Michael P. Zeisser to the position of Senior Vice
President.

Mr. Zeisser joins Liberty Media following a 12-year career at
McKinsey & Company where he was a partner in the Media and Private
Equity Practice. While at McKinsey & Company, Mr. Zeisser
specialized in strategic consulting, mergers and acquisitions, due
diligence, corporate restructuring and performance improvement.
Mr. Zeisser's clients spanned the media, telecommunications,
consumer, and business services industries.

Mr. Zeisser will focus on strategic planning, mergers and
acquisitions and business development for Liberty Media and its
affiliated businesses throughout the world.

Robert Bennett, Liberty Media's President and CEO, stated: "We are
very pleased to welcome Michael to the Liberty Media family.
Michael's background and expertise will be a tremendous addition
for Liberty Media. In addition to his media and telecommunications
background, Michael also brings a significant experience in the
international marketplace."

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of video programming, broadband distribution,
interactive technology services and communications businesses.
Liberty Media and its affiliated companies operate in the United
States, Europe, South America and Asia with some of the world's
most recognized and respected brands, including Encore, STARZ!,
Discovery, QVC, Court TV and Sprint PCS.

Liberty Media's 4.000% bonds due 2029 are currently trading at
about 63 cents-on-the-dollar.


LTWC CORP: Consummates Sale of LTWC's Assets to Markado, Inc.
-------------------------------------------------------------
LTWC Corporation (OTC: LTWC) and its subsidiaries have closed the
previously announced sale of substantially all of their assets
(other than cash and cash equivalents) to Markado, Inc., pursuant
to section 363 of Chapter 11 of the U.S. Bankruptcy Code.

The total price paid by Markado, Inc. for the acquired assets was
$1,019,898. To facilitate the sale, LTWC and its subsidiaries
previously filed a voluntary petition for relief under Chapter 11
with the U.S. Bankruptcy Court for the District of Delaware.

Under a section 363 asset sale, assets of a company are sold to a
purchaser free and clear of virtually all liens, claims and
interests. The sale of LTWC's assets to Markado received
Bankruptcy Court approval by order on September 10, 2003. Markado,
Inc. is expected to continue LTWC's permission-based e-mail
marketing solutions and services business. LTWC expects to wind-
down its operations and distribute its assets to its creditors in
bankruptcy. There is not expected to be any recovery for LTWC's
shareholders in the bankruptcy.

Prior to the closing of the asset sale, LTWC provided permission-
based e-mail marketing solutions and services that allowed its
clients to build customer relationships and make real-time
business decisions based on campaign results. Such services
included: campaign strategy, creative development, customized
database management, message distribution, in-depth reporting and
response analysis.


MAGELLAN HEALTH: Wants Nod to Assign Amended California Lease
-------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates seek the
Court's authority to assume an amended lease for a California
facility and assign it to Debtor Magellan Health Services, Inc.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that as of the Petition Date, Debtor
Magellan Behavioral Health, Inc. was a party to a January 5, 2000
non-residential property lease with Arden Realty Finance V, LLC.  
The Lease governs 21,138 square feet of office space on the
premises known as 300 Continental Boulevard in El Segundo,
California.  The Lease requires Magellan Behavioral to pay a $28
per-square-foot-per-year rent.  The Debtors currently use the
premises as a regional service center to provide customer
support.  The Lease will expire in May 2005.

Before the Petition Date, the Debtors initiated an internal
operational restructuring program with the goal of decreasing
operating costs without reducing the quality of the services
rendered to their customers.  In connection with this program,
the Debtors determined to combine many of their regional service
centers into fewer, larger care management centers located
throughout the United States.  To do so, the Debtors closed, or
are in the process of closing, many of their regional service
centers.  The Debtors are also maintaining or expanding a select
few service centers to serve as large care management centers to
provide customer services to their customers and their members.

The space rented at the El Segundo Service Center was not
completely utilized by the Debtors.  Consequently, in connection
with the operational restructuring, the Debtors decided to
consolidate two regional service centers located in the western
United States with the El Segundo Service Center, thus converting
the El Segundo Service Center into a new care management center.  
The El Segundo Service Center is an ideal location for the
proposed consolidation of the regional centers because the
consolidation will maximize the rented space.

On July 25, 2003, the Debtors and Arden executed a third
amendment to the Lease extending the Lease's term until
January 1, 2006.  The parties, however, may terminate the Lease
sooner in accordance with its terms.  The Third Amendment reduces
the amount of rent owed under the Lease from $28 per square foot
per year to $20 per square foot per year.  To the Debtors'
knowledge, there are no defaults under the Lease.

Pursuant to the Third Amendment, Magellan Behavioral will assign
all of its right, title and interest under the Lease to Magellan
Health Services Inc.  Magellan Behavioral is released from
further liability under the Amended Lease.  Arden consents to the
Assignment.

The Debtors believe that consolidating their regional service
centers will enable them to cut overhead costs without
jeopardizing the quality of the services provided to their
customers.  The consolidation of the regional service centers in
the western United States will result in a $2,100,000 aggregate
reduction of monthly rental costs over the next five years.  The
Debtors also believe that the consolidation of the Tacoma and San
Francisco regional service centers with the El Segundo Service
Center allows them to maximize the space currently occupied, and
close down the other centers and realize the benefit of the cost
savings. (Magellan Bankruptcy News, Issue No. 13: Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


MEDMIRA INC: Reports Significantly Improved Results for 2003
------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) announced its financial results
for the fourth quarter and year ended July 31, 2003. This is the
first quarter that reflects the impact of US sales of the recently
approved Reveal(TM) Rapid HIV-1 Antibody Test.

Product sales in the fourth quarter increased sixteen-fold to
$1.1 million, up from $66 thousand in the same quarter last year.
License fee revenue was $137 thousand in the quarter ended
July 31, 2003. The net loss for the quarter was $0.7 million or
$0.02 per share compared with $2.5 million or $0.11 per share in
the same period last year, a decrease of 72%. These results
represent record high sales and record low losses for the quarter.

For the year ended July 31, 2003 product sales increased to $1.2
million, ten times the $115 thousand recorded in the previous
year. License fee revenue for the year was $137 thousand compared
with $206 thousand for the previous year. The Company recorded a
net loss for the year of $4.6 million or $0.18 per share as
compared to $5.7 million or $0.27 per share for the same period in
the previous year, an improvement of 19%.

"This was a record quarter and year for MedMira, highlighted by
our receipt of key regulatory approvals in the United States and
China, the start of manufacturing operations and record financial
results," said Stephen Sham, Chairman & CEO of MedMira Inc. "We
are pleased with the progress we have made. The dedication and
commitment of our staff has been crucial to our achievements this
year. The market acceptance of our product in the United States
and our plans for the China market make us optimistic about 2004,"
continued Sham.

MedMira also announced that on September 12, 2003 the Board of
Directors granted 363,193 stock options to Officers and Employee-
Directors of the company with a $1.10 strike price. Of this amount
Mr. Stephen Sham, Chairman & CEO received 190,597; Mr. Hermes
Chan, Vice Chairman & COO received 119,123; Mr. William Gullage,
CFO & Corporate Secretary received 34,413; and 19,060 were granted
to an employee-director. All of the options granted have a five
year term.

Gross margin in the fourth quarter was 58%, which is in line with
management's expectations, up from 12% for 2002 excluding the
impact of a year-end inventory adjustment.

Operating expenses for the fourth quarter decreased by 30% to
$1.5 million from $2.1 million in the same period last year. This
decrease is mainly attributable to a decrease in marketing costs
associated with the cancellation of distribution agreements
recorded last year and a reduction in interest expense resulting
from the conversion of the shareholder loan to common shares. On
an annual basis operating expenses were $5.2 million, down from
$5.5 million in 2002, a decrease of 6%, resulting from the
decrease in marketing and interest costs and a reduction in
research and development expenses. These reductions were partially
offset by increases in administration costs and wages and
benefits.

At July 31, 2003 the Company had total assets of $2.4 million of
which $264 thousand was cash and cash equivalents, compared with
$3.4 million in total assets and $1.0 million in cash and cash
equivalents at July 31, 2002.

Cash flow from operations increased to a deficit of $0.7 million
in the fourth quarter of 2003, up from a deficit of $1.8 million
for the same period last year, an increase of 59%. For the year
ended July 31, 2003 cash flow from operations was a deficit of
$3.0 million, down from $3.7 million in 2002, an increase of 17%.

MedMira -- http://www.medmira.com-- is a commercial biotechnology  
company that develops, manufactures and markets qualitative, in
vitro diagnostic tests for the detection of antibodies to certain
diseases, such as HIV, in human serum, plasma or whole blood.
MedMira's Reveal(TM) and MiraWell(TM) Rapid HIV Tests have
recently been approved by the United States FDA and SDA in the
People's Republic of China, respectively. All of MedMira's
diagnostic tests are based on the same flow-through technology
platform thus facilitating the development of future products.
MedMira's technology provides a quick (under 3 minutes), accurate,
portable, safe and cost-effective alternative to conventional
laboratory testing.

At April 30, 2003, MedMira's balance sheet shows a total
shareholders' equity deficit of about $10 million.


METROPCS: S&P Junks $150 Million Senior Unsecured Notes at CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Dallas, Texas-based wireless service provider
MetroPCS Inc. Also, a 'CCC+' rating was assigned to the company's
proposed $150 million senior unsecured notes due 2011 issued under
Rule 144A with full registration rights. The outlook is positive.
Proceeds from the proposed notes will be used to improve existing
networks and expand coverage.

"The rating reflects MetroPCS's substantial business risk due to
strong competition from better-capitalized wireless carriers and
its limited operating history, in conjunction with its wireless
business model for which longer-term viability has yet to be
proven," said Standard & Poor's credit analyst Michael Tsao. With
national wireless penetration already exceeding 52% and wireless
number portability coming into effect in November, competitive
pressure in the industry is likely to further intensify. Although
MetroPCS offers a highly differentiated service, this alone may
not be able to offset a number of competitive advantages that the
major carriers have. These advantages include significant
financial resources, network reach, negotiating power against
vendors, brand awareness, and operating experience.

The proposed new unsecured notes are rated the same as the
corporate credit rating. This rating is based on MetroPCS's
intention to not incur more than $100 million of bank debt in the
near term based on its current business plan. These proposed notes
are issued by the holding company and guaranteed by several
intermediate subsidiaries (MetroPCS Wireless, Inc., MetroPCS
Georgia, Inc., and MetroPCS CA/FL Inc.) and substantially all the
operating subsidiaries that hold the spectrum licenses. The
indenture does not contain any financial or performance covenants.
Presently, only the $47 million in FCC notes rank senior to the
proposed notes. Relative to estimated asset value, MetroPCS can
have a maximum of $100 million in additional priority obligations
and still stay within Standard & Poor's threshold for no notching
below the corporate credit rating.

With the issuance of the proposed $150 million in new notes and,
separately, about $35 million in additional equity investment that
MetroPCS will receive by November 2003, the company is likely to
have adequate liquidity for at least the next two years. This
estimate is based on the assumption that the company will keep
cash burn moderate by not aggressively pursuing growth,
maintaining an EBITDA margin of at least 20%, and adjusting
capital expenditures based on business conditions. The company
does not have significant debt maturities in the foreseeable
future and is currently not subject to any financial or
performance covenants. Given the attractiveness of markets in
which MetroPCS holds spectrum licenses, some of the licenses could
be monetized to satisfy a liquidity need.


MICROSLATE CORP: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: MicroSlate Corp.
        3615-A Isabelle
        Brossard, Quebec J4Y 2R2
        Canada

Bankruptcy Case No.: 03-23544

Type of Business: MicroSlate provides mobile hardware solutions
                  for business and government organizations and
                  designs and manufactures rugged mobile pen and
                  notebook based computers and hardware systems.

Chapter 11 Petition Date: September 12, 2003

Court: Southern District of New York (White Plains)

Debtor's Counsel: Paul Hollender, Esq.
                  Marylou Martin, Esq.
                  Corash & Hollender, P.C.
                  1200 South Avenue
                  Suite 201
                  Staten Island, NY 10314
                  Tel: (718) 442-4424
                  Fax: (718) 273-4847

Total Assets: $683,077

Total Debts: $2,518,596


MIKOHN GAMING: Recapitalization Plans Spur S&P's Ratings Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Mikohn Gaming Corp. on CreditWatch with negative
implications.  

The CreditWatch placement followed the announcement by the Las
Vegas, Nevada-based slot-machine manufacturer that the company was
evaluating strategies to recapitalize its balance sheet and that
its new business model transition was not occurring as quickly as
originally expected. Mikohn has about $105 million of long-term
debt currently outstanding.

"In resolving the CreditWatch listing, Standard & Poor's will
review the company's recapitalization plan, strategic direction,
operating performance, and liquidity position," said Standard &
Poor's credit analyst Peggy P. Hwan.

Mikohn Gaming is a developer and manufacturer of proprietary
branded slot machines and table games. In addition, it
manufactures casino signage, progressive jackpot systems, and both
player and game tracking systems.


MOBILE ENERGY: Court Confirms Third Amended Joint Reorg. Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
overruled Kimberly Clark Corporation's objection and confirmed
Mobile Energy Services Company LLC's Third Joint Plan of
Reorganization after finding that the Plan complies with each of
the 13 standards articulated in Section 1129 of the Bankruptcy
Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) Section 1129(a)(6) is inapplicable as no governmental
          regulatory commission has jurisdiction over any of the
          Debtors' rates;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) in this District, no fees are payable under Section
          1930 of title 28; and
     (13) Section 1129(a)(13) if inapplicable to the Debtors
          since they do not have any retirement programs in
          place.

Kimberly Clark objects to the Debtors' proposed assumption of the
Pulp Mill Energy Services Agreement and the Tissue Mill Energy
Services Agreement.  However, the Court has determined that the
Debtors' Plan satisfies the Bankruptcy Code's requirements for
confirmation and the assumption of the Services Agreement is
proper.

The Plan provides for the continuation of the Debtors' existing
business operations through continuation of services to its
existing customer, Kimberly Clark.  Additionally, the Plan also
extinguishes over $300 million in prepetition secured debt and
converts that debt to New Common Stock.

Mobile Energy Services Company LLC owns and operates an energy and
chemical recovery complex. In May 1998, the Debtors received a
notice from Kimberly Clark Tissue Company that it planned to close
the Pulp Mill and to terminate the ESA. This would result in
Mobile Energy losing its largest customer in terms of annual
revenue and principal source of inexpensive fuel, among other
things. The Debtors did not believe they could meet their
financial obligations, thus prompted the filing of chapter 11
bankruptcy protection with this Court.


NAHIGIAN BROS.: Wants More Time to File Schedules & Statements
--------------------------------------------------------------
Nahigian Brothers Galleries Incorporated asks for more time from
the U.S. Bankruptcy Court for the Northern District of Illinois 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 Debtor points out that its bankruptcy case was filed on an
emergency basis.  The Debtor and its bankruptcy counsel require
additional time to review loan documents, leases, contracts and
various other documents in other to properly prepare the Schedules
and Statements.

Consequently, the Debtor wants the Court to give it until
October 7, 2003 to complete and file Schedules and Statements.
The Debtor does not believe any party in interest will be
prejudiced by the extension.

Headquartered in Evanstan, Illinois, Nahigian Brothers Galleries
Incorporated runs the handmade rug lease operations at Marshall
Field's. The Company filed for chapter 11 protection on September
3, 2003 (Bankr. N.D. Ill. Case No. 03-36182). Michael L. Gesas,
Esq., at Gesas, Pilati, Gesas and Golin, Ltd., represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated assets and
debts of more than $10 million each.


NATIONAL EQUIPMENT: Relocates Corporate Offices to W. Bryn Mawr
---------------------------------------------------------------
National Equipment Services, Inc. (OTC Bulletin Board: NEQS), a
leading provider of specialty and general equipment to
construction and industrial end-users, announced that effective
September 15, 2003, NES has relocated its corporate offices to
8770 W. Bryn Mawr, 4th Floor, Chicago, IL 60631.

"This move will help to further reduce our fixed costs, provide us
with a more suitable office space that is better utilized and keep
us on track to emerge from bankruptcy later this year," stated
Michael Milligan, chief financial officer.

NES is the fourth largest Company in the $25 billion equipment
rental industry. The Company focuses on renting specialty and
general equipment to industrial and construction end-users. It
rents more than 750 types of machinery and equipment, and
distributes new equipment for nationally recognized original
equipment manufacturers. NES also sells used equipment as well as
complementary parts, supplies and merchandise, and provides repair
and maintenance services to its customers. In addition to the
rental business NES is the second largest supplier of traffic and
safety services to the construction industry. The company is a
leading competitor in each geographic market it reaches, from its
approximately 180 locations in 34 states and Canada.
For More Information on NES, visit http://www.nesrentals.com


NATIONAL STEEL: Secures Open-Ended Removal Period Extension
-----------------------------------------------------------
National Steel Corporation and its debtor-affiliates are parties
to numerous judicial and administrative proceedings currently
pending in various state courts or administrative agencies
throughout the United States and the world.  Mark A. Berkoff,
Esq., at Piper Rudnick, in Chicago, Illinois, relates that the
Debtors require additional time to determine which of the state
court actions they will remove.

Thus, the Debtors sought and obtained extension of the period
within which they may remove pending actions pursuant to Rule 9027
of the Federal Rules of Bankruptcy Procedure to:

    -- the Confirmation of their Plan, or in the event the Plan is
       rejected, until 30 days after the Confirmation Hearing; or

    -- 30 days after termination of the automatic stay with
       respect to any particular action to be removed. (National
       Steel Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


NORTHWEST AIRLINES: Makes $369 Million Pension Plan Contribution
----------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) made total
contributions equivalent to $369 million to its contract employee,
pilot and management pension plans.  The contributions were funded
with 11.4 million shares of common stock of its subsidiary,
Pinnacle Airlines Corp., and $60 million in cash.

The company made a voluntary $190 million contribution of Pinnacle
stock to the pilot pension plan and required 2002 plan year
contributions to the contract employee and management pension
plans of $179 million (consisting of $119 million of Pinnacle
stock and $60 million cash).

On January 15, 2003, Northwest contributed 1.9 million shares of
the Pinnacle common stock to the pension plans to satisfy
approximately $44 million of 2002 plan year funding requirements.

With these contributions, Northwest has met all contribution
obligations due for pension plan year 2002 and for calendar year
2003.

                        Regional Jets

Northwest also announced that it has allocated the remaining 34
Canadair Regional Jets on firm order to Pinnacle Airlines. These
regional jets are scheduled to be delivered through 2005.  When
these CRJs are delivered, Pinnacle will operate a fleet of 129
regional jetliners.
  
Northwest Airlines (S&P, B+ Corporate Credit Rating) is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,500 daily departures. With its travel partners,
Northwest serves nearly 750 cities in almost 120 countries on six
continents. In 2002, consumers from throughout the world
recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction. Readers of TTG Asia and TTG China named
Northwest "Best North American airline."

For more information pertaining to Northwest, visit Northwest's
Web site at http://www.nwa.com


NORTHWESTERN CORP: Selling Expanets Inc. to Cerberus and TenX
-------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) announced that its
communications services subsidiary, Expanets, Inc., has signed a
definitive agreement to sell substantially all of its assets to
Cerberus Capital Management, L.P., and TenX Capital Management,
Inc.

Under the terms of the transaction, substantially all of the
assets of Expanets will be sold for $107.5 million in cash, less
the amount of debt and capitalized leases assumed, plus a
contingent note that, depending on operating results after the
closing, will pay up to an additional $27.5 million in principal
amount. The cash amount is subject to an adjustment based on the
net current assets of Expanets transferred at closing. The
transaction is structured to permit a 45-day auction to be
administered by Bear, Stearns & Co., under which NorthWestern may
seek topping bids using defined auction procedures.

Expanets was not included in NorthWestern's Chapter 11
reorganization filing on Sept. 14, 2003, and the sale agreement
was entered into prior to the Chapter 11 filing. Expanets will
continue operations in the ordinary course of business until the
transaction is closed, which is anticipated to occur in the fourth
quarter of 2003. The agreement is subject to customary closing
conditions, including regulatory approvals.

Cerberus Capital Management and its affiliates manage funds and
accounts with capital in excess of $9 billion. TenX Capital
Management is a private equity firm with investments in a select
group of middle-market technology, communications and business
services companies. Expanets is a nationwide provider of networked
communications and data services to small and mid-sized
businesses.

According to Gary G. Drook, NorthWestern's President and Chief
Executive Officer, the sale of Expanets is an important part of
NorthWestern's Chapter 11 reorganization, as the Company has been
pursing the sale of its nonutility subsidiaries, which include
Expanets and Blue Dot, the Company's heating, ventilation and air
conditioning business.

"The objective of our reorganization is to divest our nonutility
businesses, restructure our debt and emerge as a financially
stable energy company," Drook said. "We believe the sale of
Expanets will be beneficial for both NorthWestern's restructuring
and Expanets' ongoing business, clients, manufacturing partners
and employees."

"We are excited at the prospect of becoming an independent company
with significant resources behind us," said Chris Younger,
Expanets' President. "The transaction will remove the uncertainty
associated with NorthWestern's financial situation, give us
financial backing of one of the largest private investment firms
in the United States, and, most importantly, allow Expanets' 3,000
associates to focus on delivering our unique value proposition to
our clients and manufacturing partners throughout the country."

Cerberus and its affiliates manage funds and accounts with capital
in excess of $9 billion. Cerberus focuses its investment efforts
on debt and equity of middle-market companies exhibiting the
potential for business improvement. The funds and accounts managed
by Cerberus have holdings in the United States and throughout the
world.

Expanets is a nationwide provider of networked communications and
data services to small and mid-sized businesses. While national in
scope, Expanets delivers local service and solutions through its
team of more than 3,000 associates based in more than 100 offices
throughout the U.S. Its broad portfolio is based on its strategic
relationships with industry-leading manufacturers, service
providers, carriers and application developers. More information
can be found on the Company's Web site at http://www.expanets.com  

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. More information can be
found on the company's Web site at http://www.northwestern.com


NORTHWESTERN: S&P Drops Credit Rating to D over Ch. 11 Filing
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Northwestern Corp. to 'D' from 'CCC-'.

The Sioux Falls, South Dakota-based company has about $1.7 billion
in debt and $370 million in preferred stock outstanding.

"The rating action was taken in response to Northwestern's
decision to file for bankruptcy protection under Chapter 11 of the
U.S. bankruptcy code," said Standard & Poor's credit analyst Peter
Otersen.

The company filed for bankruptcy on Sept. 14, 2003.

Northwestern decided to file for bankruptcy after its attempt to
restructure the company's debt out of court failed. In addition,
Northwestern had $30 million of interest on unsecured bonds due on
Sept. 15, 2003, which will not be paid.

However, Northwestern did not file its two nonregulated
subsidiaries Expanets Inc. and Blue Dot Services Inc. because the
company is currently in negotiation for their sale with interested
third parties. Northwestern will continue to operate its regulated
utility operations while under bankruptcy protection and operate
its nonregulated business until they are sold.

As of Sept. 12, 2003, Northwestern had $20 million of unrestricted
cash on hand and has arranged for a $100 million debtor in
possession loan from Bank One. Northwestern also reported that it
had a signed agreement for the sale of Expanets for $107.5 million
less outstanding debt and capitalized leases.

In addition, Northwestern is still litigating to enforce the sales
contracts with PPL Corp. for the Colstrip transmission assets.
Northwestern expects a court decision to be made by December 2003
at the earliest. The contractual value of the Colstrip assets is
about $97 million.

Northwestern's hopes to emerge from bankruptcy with its two
financially stable operating utility divisions, Northwest Energy
Montana and Northwest Energy South Dakota, intact.


NORTHWESTERN CORP: Senior Unsecured Debt Rating Dives Down to DD
----------------------------------------------------------------
Fitch Ratings lowers NorthWestern Corp.'s outstanding senior
unsecured debt obligations to 'DD' from 'CCC' and its senior
secured debt to 'DDD' from 'B-'. The rating for NOR's outstanding
trust preferred securities is lowered to 'D'. This action reflects
today's announcement by NOR of a voluntary petition for bankruptcy
under Chapter 11 of the US Bankruptcy Code.

The ratings assigned reflect relative recovery expectations
between debt classes, based on Fitch's existing recovery analysis
of the group. The 'DDD' rating assigned to NOR's secured
obligations indicates the highest expected recovery (nominally
between 90%-100%), while the 'DD' rating assigned to the unsecured
obligations reflects lower recoveries (nominally between 50%-90%).
The lowest rating of 'D', indicating recoveries of below 50%, has
been assigned to the company's trust preferred securities.

In its public statements, NOR has acknowledged that cash on hand
has fallen to $20 million (from $50 million of unrestricted cash
at June 30, 2003). The company has arranged DIP financing of a
further $100 million. NOR has also announced an agreement to sell
troubled communications and data services subsidiary Expanets,
Inc., proceeds from which, should the sale be concluded, would
assist in the company's liquidity in the coming months.

                        Affected Ratings:

                        NorthWestern Corp.

-- $865 million outstanding first mortgage bonds, secured
   pollution control obligations, and secured medium term notes
   lowered to 'DDD' from 'B-';

-- $865 million outstanding senior unsecured notes and medium term
   notes lowered to 'DD' from 'CCC'.

          NWPS Capital Financing I, NorthWestern Capital
       Financing I, NorthWestern Capital Financing II; and           
               NorthWestern Capital Financing III:

-- $305 million outstanding trust originated preferred securities
   lowered to 'D' from 'C'.

                      Montana Power Capital I:

-- $65 million outstanding cumulative quarterly income preferred
   securities lowered to 'D' from 'C'.


NRG ENERGY: NRG McClain Gets Go-Signal to Use Cash Collateral
-------------------------------------------------------------
Pursuant to Sections 105, 361 and 363 of the Bankruptcy Code and
Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy
Procedure, NRG McClain LLC seek the Court's authority to:

   (a) use Cash Collateral on an interim and final basis;

   (b) provide adequate protection to its Prepetition Secured
       Lenders with respect to any diminution in value of the
       Prepetition Secured Lenders' interests in the Prepetition
       Collateral, whether resulting from the:

          -- use of the Cash Collateral,

          -- use, sale, lease, depreciation or other decline in
             market price of any Prepetition Collateral other
             than the Cash Collateral, or

          -- imposition of the automatic stay.

                  Proposed Use of Cash Collateral

A. Budget

   An Omnibus Restructuring and Consent Agreement, dated as of
   August 18, 2003, was entered into among NRG McClain, the
   Prepetition Secured Lenders and the Prepetition Agent.  
   Pursuant to the ORCA, NRG McClain's management and financial
   advisors formulated a budget for the use of the Cash
   Collateral.  NRG McClain believes that the Budget will provide
   them with adequate liquidity to pay administrative expenses
   due and payable during the period covered by the Budget.

                         NRG McClain, LLC
                       2003 Operating Budget
                       July to December 2003

   Operating Expenses                  
      Material and Services                                
         Normal                                     $644,217
         Major                                       907,830
      Labor
         Regular                                     639,580
         Overtime                                    107,276
         Contract                                     12,012
      Utilities and Aux. Power                       306,312
      Operator G&A                                    29,999
                                                 -----------
          TOTAL OPERATING EXPENSES                 2,647,226

   Property & Other Taxes                             62,502
   Depreciation & Amortization                     4,659,999
   Operator Fee                                      223,302
   Other Fees                                         12,106
   Consultants                                        58,674
   Insurance                                         380,879
   G&A                                                46,200
                                                 -----------
      TOTAL NON-OPERATING EXPENSES                 5,443,662
                                                 ===========
      TOTAL OPERATING EXPENSES                    $8,090,888
                                                 ===========

B. Carve-Out

   NRG McClain entered into a credit agreement, dated
   November 28, 2001, among the Debtor, certain Prepetition
   Secured Lenders and West LB AG, New York branch, as
   administrative agent and collateral agent for the Prepetition
   Secured Lenders.  

   Pursuant to the Prepetition Credit Agreement, NRG McClain
   pledged substantially all of its assets, including all its
   cash, cash equivalents and cash proceeds of pledged assets.
   In addition, NRG pledged all of its membership interests in
   NRG McClain and issued a guarantee to the Prepetition Secured
   Lenders in respect of certain obligations of NRG McClain under
   the Existing Agreements.  NRG's membership interests includes
   NRG McClain's pledged assets, including the Cash Collateral,
   the Prepetition Collateral and the liens and security
   interests in the Prepetition Collateral granted by NRG McClain
   to the Prepetition Agent -- the Prepetition Liens.

   All the Prepetition Agent and Secured Lenders' liens and
   claims, including the Prepetition Liens, the Adequate
   Protection Liens and the 507(b) Claim, will be subject to and
   subordinate to a carve-out for the payment of:

   (a) fees pursuant to Section 1930 of the Judicial Procedures
       Code and any fees payable to the Clerk of the Court,

   (b) fees and expenses incurred by any Chapter 7 Trustee up to
       an aggregate amount of $10,000,

   (c) the NRG Support Payment Amount, and

   (d) the Break-up Fee or the Expense Reimbursement, as
       applicable.

   The Carve-Out will have an administrative priority superior to
   the priority of all of the liens and the claims of the
   Prepetition Agent and the Prepetition Secured Lenders,
   including the Prepetition Liens, the Adequate Protection Liens
   and the 507(b) Claim.

   The Debtors agreed, commencing on the Effective Date of the
   ORCA, to provide financial support to NRG McClain sufficient
   to fund the Project's:

   -- working capital requirements, and

   -- expenses directly attributable to the Sale Transaction and
      fees and expenses of NRG McClain's legal counsel and
      bankruptcy administrative expenses directly attributable
      to the Chapter 11 Case to the extent NRG McClain cannot
      fund the Support Requirements out of the Project's revenue
      and cash collateral.  

   NRG McClain agreed to reimburse the Debtors for all NRG
   Support Payments.

C. Extraordinary Provisions

   (a) Section 506(c) Waiver

       The Interim Stipulation and Consent Order provides that,
       so long as the Prepetition Secured Lenders are consenting
       to or providing use of Cash Collateral, no administration
       expenses of the Chapter 11 Case or any future proceeding
       that may result, including liquidation in bankruptcy or
       other proceedings under the Bankruptcy Code, will be
       charged against or recovered from the Collateral.

   (b) Termination Events

       The Interim Stipulation and Consent Order provides that
       NRG McClain's right to use cash collateral will cease
       automatically upon the expiration of five business days
       after written notice by the Prepetition Agent to NRG
       McClain and the Committee of the occurrence of certain
       events including:

       (1) the Committee's filing of any motion in the Chapter
           11 Case requesting standing to commence an action
           against the Prepetition Agent or the Prepetition
           Secured Lenders, and

       (2) the disputation by any party to the Interim
           Stipulation and Consent Order of the Prepetition
           Agent's or the Prepetition Secured Lenders' rights
           under Section 363(k) of the Bankruptcy Code.

Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York, tells
Judge Beatty that an immediate need exists for NRG McClain to be
able to use the Cash Collateral to continue its operations and
fund its ongoing payment obligations to trade creditors.

              Settlement under Bankruptcy Rule 9019

The Interim Stipulation and Consent Order also contains a
compromise and settlement reached after extensive negotiation
among the Debtors, the Prepetition Agent, the Prepetition Secured
Lenders and the Committee with respect to the extent of the
Debtors' guarantee of certain of the Project's costs contained in
the Existing Documents.  While the Required Debt Service Reserve
Amount is currently $4,500,000, the Prepetition Agent agreed to
cap the amount at the lesser of:

   (a) $2,000,000, and

   (b) the Prepetition Debt amount not otherwise paid in full in
       accordance with the ORCA.

Mr. Cantor points out that the Bankruptcy Rule 9019 compromise
and settlement provides clear benefit to the NRG McClain estate
by ensuring that the Committee gives the necessary consents to
the deal that enables NRG McClain and Oklahoma Gas & Electric
Company to go forward with the sale and allows the estates to
avoid potentially prolonged and potentially costly litigation.

                       Adequate Protection

Furthermore, NRG McClain agreed to provide adequate protection to
or for the benefit of the Prepetition Agent and the Prepetition
Secured Lenders to secure payment of obligations under the
Existing Agreements.

A. Adequate Protection Liens

   NRG McClain proposes to grant the Prepetition Agent
   replacement liens upon and security interests in all of NRG
   McClain's property and the proceeds, whether existing on the
   NRG McClain Petition Date or acquired, that, on or as of the
   NRG McClain Petition Date, was otherwise unencumbered under
   the Existing Agreements.

   This includes NRG McClain's property that may subsequently
   have become subject to liens perfected after the NRG McClain
   Petition Date, the priority and perfection of which relate
   back to a date prior to the NRG McClain Petition Date as
   permitted by Sections 546(b) and 362(b)(18) of the Bankruptcy
   Code, including all cash and cash equivalents of NRG McClain
   and any investment of funds, inventory, accounts receivable,
   other rights to payment whether arising from the NRG McClain
   Petition Date, contracts, properties, plants, equipment,
   general intangibles, documents, instruments, interests in
   leaseholds, real properties, patents, copyrights, trademarks,
   trade names, other intellectual property and the proceeds.

   The Adequate Protection Liens will be valid, enforceable and
   perfected security interests in and liens upon the Adequate
   Protection Collateral, but will be subject and subordinate to
   the Carve-Out.

B. Section 507(b) Claim

   NRG McClain also proposes to grant, subject to the Carve-Out,
   the Prepetition Agent a superpriority claim as provided for in
   Section 507(b) of the Bankruptcy Code against NRG McClain in
   respect of the Prepetition Debt.  The Prepetition Agent will
   apply the proceeds of the Project Sale pursuant to an
   Alternative Transaction received by it, and other amounts at
   the time in the Collateral Accounts, in accordance with the
   terms and conditions of the ORCA.

C. Payment of Interest, Professional Fees and Expenses

   NRG McClain proposes to pay all:

      (a) accrued and unpaid interest, including postpetition
          interest, on the Prepetition Debt in accordance with
          the ORCA, and

      (b) accrued and unpaid fees, costs and charges incurred by
          or on behalf of the Prepetition Agent under the
          Existing Agreements, and any fees, costs and charges
          incurred before the NRG McClain Petition Date that
          remain unpaid will be paid by NRG McClain within three
          business days after the date of entry of the Interim
          Stipulation and Consent Order and any subsequent
          invoices will be paid by NRG McClain within three
          business days of receipt.

D. Access to McClain

   NRG McClain will give the Prepetition Agent and its
   professionals reasonable access to all its documentation,
   places of business, officers, consultants and employees for
   purposes of monitoring NRG McClain's businesses and the value
   of the Prepetition Collateral and the Adequate Protection
   Collateral.

E. Limitation on Charging Expenses Against Collateral

   NRG McClain will not charge any expenses of administration of
   the Chapter 11 Case or any future proceeding that may result,
   including liquidation in bankruptcy or other proceedings under
   the Bankruptcy Code, against, or recover from, the Collateral
   pursuant to Section 506(c) of the Bankruptcy Code or any
   similar principle of law without the prior written consent of
   the Prepetition Agent, and no consent will be implied from any
   other action, inaction, or acquiescence by the Prepetition
   Agent or any Prepetition Secured Lender.

Accordingly, at the September 10, 2003 final hearing, the Court
allows NRG McClain to use the Cash Collateral. (NRG Energy
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NUCENTRIX BROADBAND: Has Until October 6 to File Schedules
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Nucentrix Broadband Networks, Inc., and its debtor-affiliates an
extension 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 6, 2003 to file these required
documents.

Headquartered in Carrollton, Texas, Nucentrix Broadband Networks,
Inc., provides broadband wireless Internet and subscription
television services using radio spectrum.  The Company, together
with its 18 affiliates, filed for chapter 11 protection on
September 5, 2003 (Bankr. N.D. Tex. Case No. 03-39123).  John E.
Mitchell, Esq., Josiah M. Daniel, III, Esq., and Todd C. Crosby,
Esq., at Vinson and Elkins, LLP represent the Debtors in their
restructuring efforts.  As of March 31, 2003, the Debtors, listed
$69,452,000 in total assets and $31,676,000 in total debts.


ORBITAL IMAGING: Enters Settlement Pact with MacDonald Dettwiler
----------------------------------------------------------------
Orbital Imaging Corporation has reached a settlement agreement
with MacDonald Dettwiler & Associates, Ltd., of Vancouver, Canada
concerning its remaining marketing rights in the long-delayed
Canadian Radarsat-2 satellite program.

In exchange for payments totaling $12 million over the next 2
years, ORBIMAGE agreed to end its dispute and return its limited
licenses in Radarsat-2 back to MDA, the prime contractor for the
program. Furthermore, resolution of its dispute concerning
Radarsat-2 now enables ORBIMAGE to finalize its plan of
reorganization and emerge from its Chapter 11 bankruptcy case.

"Our decision to sell our limited marketing rights in the
Radarsat-2 program and return them back to MDA serves both
organizations well. With the cash proceeds from the settlement,
ORBIMAGE will now focus its efforts solely on our core business of
expanding the worldwide markets for high-resolution data from our
new OrbView-3 satellite, while MDA works to resolve the continued
delays in the Radarsat-2 program," said Matthew O'Connell,
ORBIMAGE's Chief Executive Officer.

Under the terms of the settlement agreement, ORBIMAGE will
immediately receive $10 million from MDA, and another $2 million
over the next two years. "Proceeds from this settlement further
strengthens ORBIMAGE's financial position and allows us to
concentrate on bringing our OrbView-3 satellite into service as
soon as possible," said Armand D. Mancini, ORBIMAGE's Executive
Vice President and CFO. "This transaction enhances our balance
sheet and long-term viability so we can quickly exit from Chapter
11. We hope to obtain confirmation of our plan by the end of
October, 2003."

"Progress on the check out and calibration of OrbView-3 continues
to go exceptionally well," said Timothy J. Puckorius, ORBIMAGE's
Senior Vice President for Worldwide Marketing and Sales. "We are
already mid-way through Phase-2 of the check out plan, and the
early results on image quality look great. At this rate of
progress, we hope to complete all check-out phases by the end of
November and we may start delivering imagery to our key customers
before that date."

ORBIMAGE is a leading global provider of Earth imagery products
and services, with a constellation of digital remote sensing
satellites and a worldwide integrated image receiving, processing
and distribution network. The company currently operates the
OrbView-1 atmospheric imaging satellite launched in 1995, the
OrbView-2 ocean and land multispectral imaging satellite launched
in 1997, and the new OrbView-3 high-resolution satellite launched
on June 26, 2003 which will soon offer one-meter panchromatic and
four-meter multispectral digital imagery on a global basis.

More information about ORBIMAGE and the status of the OrbView-3
check out, see its Web site at http://www.orbimage.com


PG&E NATIONAL: Court Approves Willkie Farr as Lead Counsel
----------------------------------------------------------
The PG&E National Energy Group Debtors obtained permission from
the Court to employ Willkie Farr & Gallagher as their lead counsel
under a general retainer.  

Specifically, WF&G will:

    (a) perform all necessary services as the Debtors' counsel,
        including, providing the Debtors with advice, representing
        the Debtors, and preparing all necessary documents on
        behalf of the Debtors, in the areas of real estate,
        business and commercial litigation, tax, debt
        restructuring, bankruptcy, and asset dispositions;

    (b) take all necessary actions to protect and preserve the
        Debtors' estates during the pendency of their Chapter 11
        cases, including the prosecution of actions by the
        Debtors, the defense of any actions commenced against the
        Debtors, negotiations concerning all litigation in which
        the Debtors are involved, objecting to claims filed
        against the estates, and seeking to have the Court
        estimate certain claims;

    (c) prepare on behalf of the Debtors, as debtors-in-
        possession, all necessary motions, applications, answers,
        orders, reports and papers in connection with the
        administration of these Chapter 11 cases;

    (d) counsel the Debtors with regard to their rights and
        obligations as debtors-in-possession; and

    (e) perform all other necessary legal services.

The NEG Debtors intend to compensate WF&G on an hourly basis,
plus reimbursement of actual and necessary expenses incurred.
The WF&G attorneys who are likely to represent the Debtors in
these cases have current standard hourly rates ranging between
$205 and $695.  The paralegals likely to assist the attorneys
have current standard hourly rates ranging between $105 and $145.
These rates are subject to periodic adjustments. (PG&E National
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


PRIDE INT'L: Fitch Assigns B+ Senior Unsecured Debt Rating
----------------------------------------------------------
Fitch Ratings has assigned Pride International Inc. a senior
unsecured debt rating of 'B+'.

Fitch has also assigned a 'BB' rating to the U.S. senior secured
credit facility and a 'BB-' rating to the non-U.S. senior secured
credit facility. The Rating Outlook is Stable. The ratings reflect
Pride's relatively weak credit profile, the regions where Pride
operates and the company's competitive position in the oil and gas
drilling market. These ratings were initiated by Fitch as a
service to users of its ratings. The ratings are based on public
information.

Debt-funded capital expenditures to finance newbuilds and upgrades
to its fleet in the past five years has resulted in a levered
balance sheet. Pride's latest twelve months (LTM) EBITDA was $367
million, providing adjusted interest coverage of 2.3x and adjusted
debt to EBITDA of 5.6x. Development of its drillships, several
Amethyst-class semisubmersibles and refurbishments on nearly all
of its other semisubmersible fleet have been funded primarily with
debt. Additionally, it has operated primarily in the shallow
waters of the Gulf of Mexico and onshore Argentina and Venezuela,
markets that have been particularly weak recently.

These factors have led Pride to generate negative free cash flow
in each of the past five years. However, its credit profile should
improve during the remainder of 2003 and 2004 as it benefits from
the completion of its newbuild/refurbishment program, increased
demand for its rigs by PEMEX and the return of drilling activity
in Argentina and Venezuela.

Additionally, management intends to reduce debt by $400 million
within 12 months. As part of that goal, Pride recently redeemed
$150 million of 9 3/8% senior notes. Approximately $175 million of
the 9 3/8% senior notes remains outstanding. Subsequent to the
$150 million redemption, total debt outstanding is approximately
$1.8 billion. Also, management has stated that proceeds from $50
million to $100 million in potential asset divestitures would be
applied towards debt reduction.

Fitch has concerns with two regions where Pride has significant
operations. Fitch is unenthusiastic in the intermediate term for
the prospects of shallow water domestic drillers, given the fact
that demand in the shallow water Gulf of Mexico has been limited
despite strong cash flows from the upstream. This is evident by
the weakness in the number of active jackups and second tier
semisubmersibles in the Gulf of Mexico. The focus of operators
domestically has shifted to the deep Gulf where Pride does not
have much of a presence. Additionally, Fitch has a cautious view
of businesses operating in Argentina or Venezuela due to the
political uncertainty in each country. Fitch currently has a
soveriegn rating of 'DDD' for Argentina and 'B-' for Venezuela.

Pride competes in the offshore drilling market and is a market
leader in the South American land drilling and service segment.
Pride's commodity fleet of 35 jackup rigs includes 25 that are
currently based in the Gulf of Mexico (14 in Mexico/ 11 in the
U.S.) and 10 in international waters. Its jackup fleet is best
suited for shallow waters with 80% of its fleet designed to drill
in less than 300 feet of water. Nearly all of its jackups are
equipped to drill up to 20,000 feet. Its fleet of floating
deepwater units consists of 10 semisubmersibles and two
dynamically positioned drillships; of these 12 vessels, only six
are capable of drilling in water depths greater than 5,000 feet.
Pride also operates 21 platform rigs, 5 tender assisted rigs and 3
barge rigs. Pride's onshore fleet consists of 261 land rigs, 177
of which are workover rigs and 84 of which are drilling rigs. The
majority of these rigs are located in Argentina and Venezuela.

Pride also provides a variety of oilfield services to customers in
Argentina, Venezuela, Bolivia and Peru. Services provided include
integrated project management, directional and horizontal
drilling, environmental drilling, cementing and stimulation. A
fourth business line for Pride is its Technical Services group,
which provides design, engineering and construction services for
operators. It currently is constructing four platform drilling
rigs. Two are being developed for BP for use in the Gulf of Mexico
and two are being developed for ExxonMobil's Kizomba project off
Angola. This business line has been problematic for Pride recently
and the company is uncertain whether or not it will remain
committed to this segment.


PRIMUS TELECOMMS: Closes $132MM of 3.75% Conv. Senior Notes Sale
----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, Internet, data and hosting services, has
closed the sale of $132 million aggregate principal amount of its
3.75% convertible senior notes due September 15, 2010, to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended.

The $132 million aggregate principal amount of Notes includes the
exercise by the initial purchasers of their over allotment option
to purchase an additional $22 million amount of Notes.

The Notes will bear interest at the rate of 3.75% per year and
will be payable in cash semi-annually in arrears on March 15 and
September 15 of each year, with the first payment due on March 15,
2004. Holders of outstanding Notes may convert their Notes into
PRIMUS's common stock at any time prior to maturity at an initial
conversion price of $9.3234 per share, which is equivalent to an
initial conversion rate of 107.257 shares per $1,000 principal
amount of Notes, subject to adjustment in certain circumstances.
Thus, the Notes are convertible in the aggregate into 14,157,925
shares of PRIMUS common stock. The initial conversion price
represents a 23% premium to the last reported price for PRIMUS
common stock on the NASDAQ National Market on September 9, 2003.

The Company intends to use a portion of the net proceeds of
approximately $127 million from this sale of Notes to repay fully
its remaining 11 3/4% senior notes due August 2004 ("2004 Notes"),
and to use a substantial portion of the remaining net proceeds to
reduce other long-term debt. As a result of redemption of $10
million principal amount of the 2004 Notes, effective September
15, 2003, $33.6 million principal amount of the 2004 Notes remain
outstanding.

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

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


RAMSEY STEEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ramsey Steel
        4137 Rosa
        El Paso, Texas 79923

Bankruptcy Case No.: 03-32426

Type of Business: The Debtor specializes in steel fabrication,
                  structural engineering and service.

Chapter 11 Petition Date: September 15, 2003

Court: Western District of Texas (El Paso)

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  6006 N. Mesa, #806
                  El Paso, TX 79912
                  Tel: 915-584-3773

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Delta Steel                                           $160,494

Steel Specialties                                     $151,083

R & S Steel                                           $109,594

Modern Iron Works                                      $95,229

Consolidated Systems, Inc.                             $82,975

Garcia's Welding                                       $75,225

Doug Ramsey, Jr.                                       $59,338

F.T. James                                             $46,274

D'Ambra Construction                                   $45,971

Platinum Plus for Business                             $36,789

D.G. Ramsey                                            $33,789

Nucor-Yamato Steel                                     $33,269

Lake Steel                                             $32,666   

G.W. Ramsey                                            $30,991

Border Steel                                           $28,328

Tulsa Tube Bending                                     $30,991

Border Steel                                           $30,835

Tulsa Tube Bending                                     $28,328

Brown Strauss Steel                                    $23,825

Sherwin Williams                                       $18,146

Kessler Collins                                        $17,170

Office Depot                                           $10,950


RECOTON CORP: Court Fixes September 30, 2003 as Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs creditors of Recoton Corp., and it debtor-affiliates to
file their proofs of claim against the Debtors on or before 5:00
p.m. (Eastern Time) on September 30, 2003, or be forever barred
from asserting their claims.

Governmental Claim Holders have until October 6, 2003, to file
their proof of claim forms.

If sent by mail, proof of claim forms must be filed with:

        United States Bankruptcy Court
        Southern District of New York
        Recoton Corporation Claims Processing
        Bowling Green Station
        PO Box Processing
        New York, NY 10274-5109

If by hand or overnight courier, to:
        
        United States Bankruptcy Court
        Southern District of New York
        Recoton Corporation Claims Processing
        Room 534
        New York, NY 1004-1408

Creditors need not file their proofs of claim at this time if they
are on account of:

        1. Claims already previously filed with the Clerk of the
           Bankruptcy Court;

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

        3. Claims previously allowed by order of the Court;

        4. Claims already paid in full by the Debtors;

        5. Claims to which a specific deadline has been fixed by
           the Court;

        6. Claims of one Debtor to another Debtor or affiliate; or

        7. Administration expense claims.

Recoton Corporation, together with its subsidiaries, is engaged in
the development, manufacturing and marketing of consumer
electronics accessories and home and mobile audio products.
Recoton Corporation filed for Chapter 11 protection on
April 8, 2003, (Bankr. S.D.N.Y. Case No. 03-12180).


RELIANT RESOURCES: Will Present at Merrill Lynch Conf. Tomorrow
---------------------------------------------------------------
Reliant Resources Executive Vice President and CFO Mark Jacobs
will speak at the Merrill Lynch Power & Gas Leaders Conference
tomorrow, as part of a panel that is scheduled to begin at 11:00
a.m. eastern time.

A live audio Webcast can be accessed at
http://www.reliantresources.com.  A replay will be available  
within 24 hours and will be archived for seven days after the
event.

Reliant Resources, Inc. (NYSE: RRI) (Fitch, B+ Senior Secured Debt
Ratings), based in Houston, Texas, provides electricity and energy
services to retail and wholesale customers in the U.S. and Europe,
marketing those services under the Reliant Energy brand name.  The
company provides a complete suite of energy products and services
to approximately 1.7 million electricity customers in Texas
ranging from residences and small businesses to large commercial,
industrial and institutional customers.  Reliant also serves large
commercial and industrial clients in the PJM (Pennsylvania, New
Jersey, Maryland) Interconnection.  The company has approximately
22,000 megawatts of power generation capacity in operation, under
construction or under contract in the U.S. and nearly 3,500
megawatts of power generation in operation in Western Europe.  For
more information, visit http://www.reliantresources.com


ROHN INDUSTRIES: Files for Chapter 11 Protection in Indiana
-----------------------------------------------------------
ROHN Industries, Inc., (OTC Bulletin Board: ROHN), a provider of
infrastructure equipment to the telecommunications industry, and
five of its direct and indirect subsidiaries have filed voluntary
petitions for Chapter 11 relief in the United States Bankruptcy
Court for the Southern District of Indiana.

The Company also announced that, concurrent with the Chapter 11
filing, it has entered into a $9.5 million debtor-in-possession
line of credit with the lenders that are party to the Company's
Amended and Restated Credit Agreement, subject to the approval of
the Bankruptcy Court, which will include funds that will be rolled
forward from the Company's current credit facility. Subject to the
provisions of the Bankruptcy Code, the Company remains in
possession of its assets and properties, and continues to operate
its business. The Company said that the objective of the Chapter
11 proceeding is to maximize recovery to creditors by facilitating
an orderly sale of assets. The Company is currently in discussions
with an unrelated third party regarding a proposed sale of the
assets of the Company.

Upon the filing of the bankruptcy petition of the Company, but
following the approval by the Board of Directors of the Chapter 11
filing, Stephen Gorman and Jordan Roderick each have resigned from
the Board of Directors of the Company. Currently, Horace Ward, the
Chief Executive Officer of the Company, is the only remaining
director of the Company.

Commenting on today's announcement, Mr. Ward said, "Our immediate
goal is to stabilize the Company's financial situation and utilize
the Chapter 11 process to enable the Company to conduct normal
business operations as the Company works to complete a sale
transaction."

The Company has retained the Indianapolis law firm of Ice Miller
to act as its legal counsel in the bankruptcy proceedings. The
Company has also retained Silverman Consulting, a national
turnaround consulting firm.

The Company is a manufacturer and installer of telecommunications
infrastructure equipment for the wireless industry. Its products
are used in cellular, PCS, radio and television broadcast markets.
The Company's products include towers, poles, related accessories
and antennae mounts. The Company also provides design and
construction services. The Company has a manufacturing location in
Frankfort, IN along with offices in Peoria, IL and Mexico City,
Mexico.


ROYAL & SUN: S&P Takes Rating Actions on Related Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
synthetic securities related to Royal & Sun Alliance Insurance PLC
and removed them from CreditWatch with negative implications,
where they were placed Sept. 9, 2003. At the same time, the
ratings on four other synthetic securities related to Royal
Indemnity Co., a subsidiary of Royal & Sun, are affirmed and
removed from CreditWatch where they were also placed
Sept. 9, 2003.

The lowered ratings and CreditWatch removals reflect the reliance
of the NS Repack Ltd., FSL Funding 3 Ltd., and FSL Funding Ltd.
transactions on Royal Indemnity Co. and Royal & Sun, which serve
as reinsurance providers, providing additional credit enhancement.

Royal & Sun's subordinated guaranteed bonds are the underlying
collateral held by the Corporate Backed Trust Certificates
transactions, whose ratings are being affirmed and removed from
CreditWatch.

The lowered ratings and CreditWatch removals follow the lowering
of the rating on Royal Indemnity Co. and its removal from
CreditWatch, while the affirmed ratings and their corresponding
CreditWatch removals reflect the affirmed rating on Royal & Sun
and its removal from CreditWatch.
   
        RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                      NS Repack Ltd.
                     $94 million notes
   
                           Rating
        Class        To                From
        Notes        BB+               BBB-/Watch Neg
   
                    FSL Funding 3 Ltd.
        $40 million floating-rate secured notes series 1
   
                                Rating
        Class            To                From
        Series 1 notes   BB+               BBB-/Watch Neg
   
                    FSL Funding 3 Ltd.
        $60.5 million floating-rate secured notes series 2
   
                                 Rating
        Class            To                From
        Series 2 notes   BB+               BBB-/Watch Neg
   
        RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH
   
                    FSL Funding Ltd.
                   $74 million notes
   
                    Rating
        Class   To           From
        Notes   A-           A-/Watch Neg
           
        Corporate Backed Trust Certificates Series 2001-12 Trust
                  $48 million corporate-backed certs
   
                    Rating
        Class   To           From
        A-1     BBB          BBB/Watch Neg
           
        Corporate Backed Trust Certificates Royal & Sun Alliance
                          Bond Backed
                       Series 2002-2 Trust
                $49.5 million corporate-backed certs
   
                    Rating
        Class   To           From
        A-1     BBB          BBB/Watch Neg
   
        Corporate Backed Trust Certificates Royal & Sun Alliance
                         Bond Backed
                      Series 2002-11 Trust
                $66.816 million corporate-backed certs
   
                    Rating
        Class   To           From
        A-1     BBB          BBB/Watch Neg


S&S GRAPHICS: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: S&S Graphics, Inc.
             521 East Third Street
             Mount Vernon, New York 10553

Bankruptcy Case No.: 03-23559

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        S&S Digital, Inc.                          03-23560

Type of Business: The Debtor operates a graphic printing company.

Chapter 11 Petition Date: September 15, 2003

Court: Southern District of New York (White Plains)

Debtors' Counsel: Arlene Gordon Oliver, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue
                  Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

                                   Total Assets:  Total Debts:
                                   -------------  ------------
S&S Graphics, Inc.                 $1,523,531     $1,526,281
S&S Digital, Inc.                  $73,100        $180,833

A. S&S Graphics' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Sylvan Paper Corporation                               $90,012

Charette Corp                                          $65,231

Nazdar Company Inc.                                    $53,854

Case Paper Company                                     $47,629

Citrin Cooperman & Company                             $16,771

Justin Pate                                            $13,000

Frawley & Associates                                   $10,500

OCE Display Graphics System                             $7,945

Pitman Company                                          $7,292

American Display & Die Company                          $6,150

Central Lewmar                                          $5,443

The Color Wheel                                         $5,000

Graf Air Freight, Inc.                                  $4,050

Superior Printing Ink                                   $3,549

Ricoh Business                                          $3,501

Bottcher America                                        $3,500

Printers Service                                        $3,008

Kelstar International                                   $2,918

Advantage Graphic Supply                                $2,856

Pertech                                                 $2,683

B. S&S Digital's Largest Unsecured Creditor:

Entity                                            Claim Amount
------                                            ------------
Nazdar Company Inc.                                    $53,854           


SAFETY-KLEEN: Sues NationsBanc Montgomery to Recover Transfers
--------------------------------------------------------------
The Reorganized Safety-Kleen Debtors seek to recover certain
fraudulent and preferential transfers made to NationsBanc
Montgomery Securities, LLC now known as Banc of America
Securities, LLC.

The transfers relate to fees and expenses the Debtors paid to
NationsBanc for financial advisory and underwriting services
provided in connection with two bond offerings occurring in the
years 1998 and 1999.

The Reorganized Debtors are represented by John H. Genovese, Esq.,
David C. Cimo, Esq., and Brett M. Amron, Esq., at Genovese Joblove
& Battista, P.A., as lead counsel, and by Jeffrey C. Wisler, Esq.,
at Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware, as
local counsel.

Safety-Kleen Corp, through its affiliated debtors, provides
industrial waste services designed to collect, process, recycle
and dispose of hazardous and industrial waste streams. SKC
provides these services from approximately 280 collection and
processing locations in 45 states and seven Canadian provinces.  
In that connection, SKC was the issuer of the 1999 bond offering
that is the subject of the claims asserted in this suit.  LES,
Inc. now known as Safety-Kleen Services, Inc., a wholly owned
subsidiary of SKC, is the principal operating subsidiary of SKC.  
LES was the issuer of the 1998 bond offering that is the subject
of the claims.

NationsBanc Montgomery Securities LLC is an investment bank
incorporated under the laws of the State of Delaware that provided
financial advisory and underwriting services to SKC and LES.  
NationsBanc was a wholly owned subsidiary of NationsBank
Corporation until September 1998, when NationsBank Corporation
merged with BankAmerica Corporation to form Bank of America
Corporation. NationsBanc is now a wholly owned subsidiary of Bank
of America Corporation.  NationsBanc was an underwriter for both
the 1998 Bonds and the 1999 Bonds.  In addition, NationsBank,
N.A., an affiliate of NationsBanc, was a lender under two credit
facilities entered into by the Debtors.  NationsBanc, or one of
its affiliates, was also a counterparty to SKC on numerous
derivative transactions during 1998 and 1999.

                 The Formation of Safety-Kleen

The Safety-Kleen family of companies that filed for bankruptcy
protection on June 9, 2000, was created via two leveraged buy-out
transactions occurring about one year apart in 1997 and 1998.  
Both the 1997 and 1998 LBOs involved the controlling shareholder
of the Debtors, Laidlaw, Inc.  The first transaction, the "Rollins
LBO," occurred in May 1997 and was structured as a "reverse
acquisition" involving the sale of Laidlaw's hazardous waste
service operations to Rollins Environmental Services, Inc.  Upon
consummation of the Rollins LBO, Rollins changed its name to
Laidlaw Environmental Services, Inc. now known as Safety-Kleen
Corp. (SKC).  The second transaction, the "Safety-Kleen LBO,"
involved the hostile takeover by LESI of Wisconsin corporation
Safety-Kleen Corp. now known as Safety-Kleen Systems, Inc.
and its subsidiaries, a leading supplier of environmental
services.

Financing for both transactions was provided by a consortium of
United States and Canadian financial institutions administratively
organized by Toronto Dominion (Texas), Inc., which Lenders changed
from time to time, and included NationsBank, N.A., an affiliate of
NationsBanc. Pursuant to the Safety-Kleen LBO, LESI borrowed over
$2 billion -- the proceeds of which were used, in part, to
refinance the debt undertaken in the Rollins LBO.  The Safety-
Kleen LBO debt was guaranteed by the remaining Debtors and was
secured by liens on substantially all of the Debtors' assets.

                         The Rollins LBO

Approximately $650 million in financing relating to the Rollins
LBO was provided to Laidlaw by the Lenders in accordance with the
terms of a credit agreement dated May 17, 1997, between the
Lenders, LESI, and Laidlaw Environmental Services (Canada) Ltd., a
wholly owned Canadian subsidiary of Laidlaw.  In connection the
Rollins LBO, Laidlaw received value in excess of $750 million,
including:

       (i) 120 million shares of Rollins Common Stock,  

      (ii) the issuance of a $350 million 5% subordinated
           convertible pay-in-kind debenture, and  

     (iii) $349.1 million in cash.

To raise additional cash sufficient to complete the transaction,
LES issued a $60 million promissory note to one of the Lenders,
which was guaranteed by Laidlaw.

The debt to the Lenders arising from the Rollins LBO was
guaranteed by LESI and its subsidiaries and was secured by liens
in the Lenders' favor upon substantially all of the assets of such
entities pursuant to a Guaranty and Collateral Agreement between
the Lenders and those subsidiaries dated May 15, 1997.

                      The Safety-Kleen LBO

The second transaction, the "Safety-Kleen LBO," involved the
hostile takeover by LESI of Wisconsin corporation Safety-Kleen
Corp. and its subsidiaries, a leading supplier of environmental
services.  This acquisition of Old Safety-Kleen by LESI resulted
in the merger of LESI with a newly formed parent company, which
retained the name of Safety-Kleen Corp. (SKC).  The "old" Safety-
Kleen Corp. and its subsidiaries continued to conduct operations
as an indirect subsidiary of SKC under the name of Safety-Kleen
Systems, Inc.  As a result of the Safety-Kleen LBO, Laidlaw owned
35% of the stock of SKC, finally reducing its ownership in
hazardous waste operations to a level below 50%, and allowing
Laidlaw to de-consolidate its hazardous waste holdings and remove
the associated debt from its books.

Financing for the Safety-Kleen LBO, approximately $2.1 billion,
was provided by the Lenders and involved, in part, a refinancing
of the debt remaining from the Rollins LBO.  The 1997 Credit
Agreement was amended as of April 3, 1998, to reflect the terms of
Safety-Kleen LBO financing.

The debt obligation to the Lenders arising from the Safety-Kleen
LBO is guaranteed by SKC and various affiliates and subsidiaries,
including Old Safety-Kleen, and is secured by liens established
upon substantially all of the assets of the Safety-Kleen
Guarantors.  The 1997 Guaranty and Collateral Agreement was
amended as of April 3, 1998, to reflect the terms of the
guarantees provided and security interests granted by the Safety-
Kleen Guarantors.

On May 18, 1998, Old Safety-Kleen's shareholders formally approved
the merger between LESI and Old Safety-Kleen.

                           The 1998 Bonds

Almost immediately after the Safety-Kleen LBO, LESI and the
Lenders initiated steps to finance the cash portion of the Safety-
Kleen LBO and replace some of the LBO secured debt with high-yield
unsecured debt provided by third parties.  On May 13, 1998, LES
announced in a press release that it was planning to offer $300
million of Senior Subordinated Guaranteed Notes and would use the
net proceeds from the sale of the notes to reduce its obligations
under the Amended and Restated Credit Agreement.  Eager to earn
additional income and foster an increasing business relationship
with LES and SKC -- NationsBanc's affiliate, NationsBank, N.A.,
acted as one of the agents for the 1997 Guaranty and Collateral
Agreement and the Amended and Restated Credit Agreement --
NationsBanc acted as co-manager and one of two underwriters for
the 1998 Bonds.  The other underwriter was TD Securities (USA),
Inc.

On May 29, 1998, LES issued $325 million of 9-1/4% Senior
Subordinated Notes due June 1, 2008 in a Rule 144A Offering --
subsequently replaced with substantially identical notes in an
offering registered with the SEC.  NationsBanc purchased $65
million of the $325 million offering.   The 1998 Bonds were fully
and unconditionally guaranteed on an unsecured, senior
subordinated basis by LESI, and LES and its subsidiaries.  The
sale of the 1998 Bonds produced approximately $316 million in net
proceeds, which were used to repay a portion of the indebtedness
owed to the Lenders, including an affiliate of NationsBanc, from
the Safety-Kleen LBO.

The 1998 Bonds were issued in the same manner as most high yield
debt. The issuance involved two steps, constituting a single plan
of financing.  The general purpose of both steps was to obtain
rapid access to the public capital markets in order to obtain
funds at a cost of capital corresponding to registered, freely
tradeable securities. The first step, pursuant to which the issuer
actually obtains the funds, was to issue the 1998 Bonds through
underwriters, which included NationsBanc, pursuant to an Offering
Memorandum.  The second step, mandated by the Offering Memorandum
and the underwriting contracts, was to exchange the bonds issued
in the first step for identical bonds issued pursuant to a
registration statement.  Because the second step was merely an
exchange of bonds issued without prior registration for identical
bonds issued pursuant to a registration statement, and because the
issuer received the funds in the first step, no new funds flowed
to the issuer in the second step.  The entire two-step process
constituted a public offering of the 1998 Bonds.

NationsBanc was compensated for its underwriting services by,
among other things, a discount between the price at which it
initially purchased the 1998 Bonds from the issuer and the
offering price. NationsBanc also obtained an indemnification
agreement from LES with respect to certain liabilities, including
those arising under the Securities Act.

As part of the underwriting services it was to perform,
NationsBanc was required to conduct appropriate due diligence of
LES' financial condition -- along with that of its affiliates and
subsidiaries -- and the impact of the Safety-Kleen LBO.  In lieu
of fulfilling its obligations, NationsBanc instead relied on
present and future financial information provided by SKC, LES, the
auditors of SKC and LES, and Laidlaw -- financial information
which later proved to be inaccurate and misleading, eventually
resulting in the Debtors' filing for bankruptcy.

As an underwriter, NationsBanc initially purchased certain of the
1998 Bonds from LES with a view toward immediately reselling them
in the first step of the transaction, and promptly exchanging
registered, freely tradeable bonds, identical in all material
respects, in the second step exchange pursuant to the terms of the
underwriting contracts and the 1998 Offering Memorandum.

The proceeds of the sale of the 1998 Bonds were to be used to
repay a portion of the LBO debt created by the Amended and
Restated Credit Agreement in connection with the Safety-Kleen LBO.  
Essentially, the Lenders, including an affiliate of NationsBanc,
would reap the benefits of the proceeds generated by the 1998
Bonds.  As a result, the 1998 Offering Memorandum highlighted the
benefits of the Safety-Kleen LBO in order to induce purchasers of
the 1998 Bonds.

                          The 1999 Bonds

On April 19, 1999, SKC issued a press release announcing that it
"intends to offer up to $225 million of senior notes due 2009."  
That same day, SKC entered into an agreement with Laidlaw to
repurchase the payment-in-kind debenture for $200 million in cash
and 11,320,755 shares of common stock of SKC.  On May 17, 1999,
SKC issued $225 million of 9-1/4% senior notes due May 15, 2009 --
subsequently exchanged for substantially identical notes in an
offering registered with the SEC in September 1999.  SKC also
issued 376,858 additional shares of common stock to Laidlaw in
satisfaction of accrued and unpaid interest on the PIK Debenture
up to the date of the repurchase.

The 1999 Bonds were issued in the same manner as the 1998 Bonds.  
Like with the 1998 Bonds, NationsBanc was also an underwriter for
the 1999 Bonds.  TD Securities (USA), Inc. and Raymond James &
Associates, Inc. were also underwriters for the 1999 Bonds.  At or
about the time of the issuance of the 1999 Bonds, NationsBank,
N.A., an affiliate of NationsBanc, still held $67.3 million of the
$2.2 billion acquisition financing for Services.  NationsBanc was
aware that the sole purpose for the issuance of the 1999 Bonds was
to fund the $200 million cash portion of the repurchase of the PIK
Debenture, i.e., to allow Laidlaw to further divest itself of its
hazardous waste holdings, and not for SKC's operating expenses or
additional capital.  The remaining $25 million was used for fees
and expenses related to the offering, including those paid to
NationsBanc, and general corporate purposes.

NationsBanc was compensated for its underwriting services by,
among other things, a discount between the price at which it
initially purchased the 1999 Bonds from the issuer and the
offering price. NationsBanc also obtained an indemnification
agreement from SKC with respect to certain liabilities, including
those arising under the Securities Act.

As part of the underwriting services it was to perform,
NationsBanc was required to conduct appropriate due diligence of
SKC's financial condition.  As was the case with the 1998 Bonds,
instead of properly performing its own due diligence, NationsBanc
relied on information provided by SKC and its auditors of the
purported success of the Safety-Kleen LBO and financial strength
of SKC.  This financial information later proved to be inaccurate,
eventually resulting in the Debtors' filing for bankruptcy
protection.

As an underwriter, NationsBanc initially purchased certain of the
1999 Bonds from SKC with a view toward immediately reselling them
in the first step of the transaction, and promptly exchanging
registered, freely tradeable bonds, identical in all material
respects, in the second step exchange pursuant to the terms of the
underwriting contracts and the 1999 Offering Memorandum.

The 1999 Offering Memorandum highlighted the success of SKC and
the Safety-Kleen LBO in order to induce purchasers of the1999
Bonds to make an investment in SKC that would end up in the hands
of Laidlaw and not SKC.

Contemporaneous with the registration of the 1999 Bonds used to
fund the repurchase of the PIK Debenture, Laidlaw announced that
it was actively seeking a buyer for its 44% interest in SKC.  In
response, SKC's board appointed a special committee of non-Laidlaw
directors to consider the implications of Laidlaw's announcement.

                      The Avoidance Action

The Safety-Kleen LES transferred an interest in property of the
Debtors to NationsBanc by making payments to NationsBanc for fees
and expenses incurred in connection with the financial advisory
and underwriting services performed in relation to the 1998 and
the 1999 Bonds.  The Debtors want to recover the funds because it
was a fraudulent or preferential transfer.

The Debtors demand "a trial by jury on all issues so triable."
(Safety-Kleen Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


SK GLOBAL AMERICA: Obtains Court Injunction against Utility Cos.
----------------------------------------------------------------
SK Global America Inc. obtained Judge Blackshear's approval to:

     -- enjoin the Utility Companies from altering, refusing or
        discontinuing service because of non-payment of
        prepetition balances; and

     -- find that the company's history of prompt payment, ample
        postpetition liquidity, the statutory administrative
        priority and the debtor's promise to pay constitute
        adequate assurance under Section 366.

SK Global America, has the ability and will continue to pay all
undisputed postpetition obligations for the Utility Companies
in accordance with the parties' prepetition practices.  The Debtor
estimates its average monthly utility costs at about $50,000.  SK
Global has a good payment history with the Utility Companies and
it will have ample cash resources to adequately assure the Utility
Companies of timely future payment. (SK Global Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SKM LIBERTYVIEW: S&P Puts BB Class B Note Ratings on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2, class B floating-rate, and class B fixed-rate notes issued by
SKM LibertyView CBO I Ltd., an arbitrage CBO transaction managed
by LibertyView Capital Management Inc., on CreditWatch with
negative implications. At the same time, the 'AAA' rating assigned
to the class A-1 notes is affirmed based on a financial guarantee
insurance policy issued by Financial Security Assurance Inc.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since previous rating action June 6, 2003. These factors include
par erosion of the collateral pool securing the rated notes and a
decline in the weighted average coupon generated by the performing
assets within the pool.

According to Standard & Poor's current ratings and the collateral
included in the Aug. 15, 2003 trustee report, approximately $62.63
million (23.42% of the total collateral) come from obligors rated
'CC', 'SD', or 'D' by Standard & Poor's, up from $56.80 million
(18.56% of the total collateral) at the time of the previous
rating action. Also, Standard & Poor's noted that the transaction
is out of compliance with its Trading Model test, a measure of the
amount of credit quality in the current portfolio to support the
ratings assigned to the liabilities.

In addition, the weighted average coupon generated by the
performing assets in the portfolio has declined slightly.
Currently, the calculated weighted average coupon generated by the
fixed performing assets in the portfolio is at 9.101%, versus a
value of 9.215% at the time of the previous rating action.
However, the coupon still remains below the required minimum of
9.60%.

Standard & Poor's will review the results of current cash flow
runs generated for SKM LibertyView CBO I Ltd. to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the rated interest and principal due on the
notes. The results of these cash flow runs will be compared to the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the amount of
credit enhancement available.
   
         RATINGS PLACED ON CREDITWATCH NEGATIVE
   
              SKM LibertyView CBO I Ltd.
   
                     Rating
     Class         To                From      Balance (mil. $)
     A-2           AA/Watch Neg      AA                134.641
     B Floating    BB/Watch Neg      BB                 10.000
     B Fixed       BB/Watch Neg      BB                 25.000
   
                   RATING AFFIRMED
   
               SKM LibertyView CBO I Ltd.
   
     Class    Rating     Balance (mil. $)
     A-1      AAA                 85.272


SMART WORLD: Consent Unnecessary to Settle Juno Litigation
----------------------------------------------------------
J. Alex Kress, Esq., at Riker, Danzig, Scherer, Hyland &
Perretti LLP, serving as Special Litigation Counsel to Smart
World Technologies, LLC, Freewwweb, LLC, and Smart World
Communications, Inc., told the U.S. Bankruptcy Court that a
settlement pact among the Company's Official Committee of
Unsecured Creditors, Juno Online Services, Inc., MCI WorldCom
Network Services, Inc., and UUNet Technologies, Inc., stinks and
shouldn't be approved without Smart World's consent.  Too bad,
Judge Blackshear ruled last week.

"Continuation" of a lawsuit pressing the Debtors' claims against
Juno, "without the intervention of the Committee and WorldCom may
as a practical matter impair or impede the ability of the
Committee and WorldCom to protect their respective interests in
the subject matter of the Action, inasmuch as continuation of the
Action by the Debtors will result in substantial delay and poses a
material risk that the recoveries by unsecured creditors
represented by the Committee and by WorldCom would be  
substantially less than would be available under the Stipulation,"
Judge Blackshear finds.  

                        Bad Settlement

The settlement of an estate claim without the estate's consent,
the Debtors argue, undermines their effort to recover sufficient
funds not only to pay priority and unsecured creditors in full,
but probably enough to achieve a recovery for the Debtors' equity
security holders!  The Debtors say the Joint Motion brought by the
non-debtor parties to the Bankruptcy Court provides no basis for
the Court to conclude that the proposed settlement is reasonable
and lacks sufficient information to support the factual findings
necessary to approve the settlement.

The Debtors say the settlement falls outside the range of
reasonableness and contains numerous infirmities:

       * First, the proposed settlement does not even require
         Juno to pay the minimum amount Juno owes to the Debtors
         based on the admitted facts and fails to recognize the
         Debtors' substantial arguments for a significantly
         greater recovery.

       * Second, the proposed settlement improperly recognizes
         and overstates the liens and claims of WorldCom and
         subverts the Bankruptcy Code in the process. Given the
         substantial upside potential for the Debtors' bankruptcy
         estate, not to mention the lack of any reasonable
         opportunity for the Debtors to investigate the bona
         fides of the their claims against Juno, the Bankruptcy
         Court cannot approve the settlement.

       * Furthermore, in even bringing the settlement before the
         Court, the Committee improperly relies on doctrines only
         applicable to the situation where a debtor is refusing
         to pursue claims which a committee wishes to pursue;
         these are not applicable to permit the Committee to
         settle claims over the Debtors' objection when the
         Debtors are willing and able to and are actively
         litigating the claims.

On June 29, 2000, the Debtors each filed voluntary chapter 11
petitions in the United States Bankruptcy Court for the Southern
District of New York (Bankr. Case Nos. 00-41645 (CB) through 00-
41647 (CB)).  A principal purpose of the Debtors' bankruptcy
filings was to consummate the sale of the Debtors' assets to
Juno.  It's that transaction that gives rise to the Debtors'
claims against Juco.

Prior to the Petition Date, one of the Debtor's product was an
internet service provider called "Freewwweb.com" which provided
internet access to subscribers free of charge and relied upon
advertising revenues to cover its cost.  Prior to the Petition
Date, the Debtors also developed a distribution system designed
to channel subscribers to Freewwweb.  Eventually, the Debtors
grew into an operation which employed more than 140 people and
acquired more than 1,700,000 registered subscribers,
approximately 750,000 of whom were active users as of the
Petition Date.  Furthermore, the Debtors relate, as of the
Petition Date, it was clear that the Debtors' distribution
system was remarkably effective. It included, among other
things, master distributors and approximately 3,000 dealers who
actively solicited subscribers in exchange for contractual
payments for each subscriber provided. This system was
generating approximately 350,000 new subscribers per month as of
the Petition Date and, over the nine to ten months prior to the
Petition Date, had been increasing each month.

After retaining Jeffries & Co. as its investment banker, the
Debtors made several presentations in an effort to solicit bids
for the purchase of its stock assets. Ultimately, these efforts
resulted in the Debtors agreeing to a sale of its subscriber
base and distribution system to Juno pursuant to a "Summary of
Terms" dated June 29, 2000, with appended confirmation letter.
Despite the lack of definitive documents, Juno insisted on the
Debtors' immediately filing a bankruptcy petition and moving
immediately to consummate the Term Sheet in a bankruptcy sale.
The Term Sheet required Juno to compensate the Debtors in a
combination of cash and Juno stock for FW Subscribers who became
Juno subscribers at a rate starting at $40 per subscriber and
growing to $50 per subscriber after the first 250,000
subscribers. The Term Sheet included lots of adjustments for
this, that and the next thing.

Smart World says Juno breached the Term Sheet in many ways,
failed to provide adequate records and accountings, failed at
customer service, and ultimately caused the business to fail and
deliver inadequate value to the Estates.

"Even on the most conservative basis, Juno owes the Debtors at
least $6,900,000, probably $16,000,000, and potentially
$32,000,000.  Juno, of course, disputes these claims.  WorldCom,
UUNet and the Committee want to wrap-up Smart World's bankruptcy
cases and move on.  Juno has agreed to settle for $5,500,000 and
everybody but the Debtor asks Judge Blackshear to approve this
compromise.

Smart World says the settlement motion is extraordinary because
the Debtors are willing and able to pursue and are actively
pursuing the Claims.  Mr. Kress reminds the Court that he and
his firm are working on a contingency fee basis.  Mr. Kress
smells smoke, thinks he can convince a jury there's fire, and
wants the opportunity to pursue the estates' claims against Juno
to maximize value for all stakeholders.

                         Injunction

Further, Judge Blackshear rules, all persons, including but not
limited to the Debtors and the Debtors' creditors, equity holders,
employees, officers and directors, shall be, and hereby
are, permanently enjoined and retrained from commencing, or
otherwise taking any action to collect or pursue, any and all
actions, causes of action, suits, debts, dues, sums
of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions,
claims and demands whatsoever, whether known or unknown,
contingent or not contingent, against Juno, Net Zero, United and
each of their direct and indirect respective members,
constituents, subsidiaries, affiliates, estates, employees,
officers, directors, shareholders, employees, agents,
representatives, attorneys, heirs, successors and assigns, arising
from, relating to or otherwise in connection with (a) the Cases;
(b) the Action, including but not limited to any claims asserted
in the Complaint and the Counterclaims; (c) the Term Sheet; and
(d) the Coverage Dispute.  The Debtors and the Debtors' creditors,
equity holders, employees, officers and directors, shall be, and
hereby are, permanently enjoined and retrained from commencing, or
otherwise taking any action to collect or pursue, any and all
actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims and
demands whatsoever, whether known or unknown, contingent or not
contingent, against counsel for the Committee, Angel & Frankel,
P.C. and counsel for WorldCom, Piper Rudnick, LLP and each of
their direct and indirect respective members, constituents,
subsidiaries, affiliates, estates, employees, officers, directors,
shareholders, employees, agents, representatives, attorneys,
heirs, successors and assigns, arising from, relating to or
otherwise in connection with (a) the Action, including but not
limited to any claims asserted in the Complaint and the
Counterclaims; (b) the Term Sheet; and (c) the Coverage Dispute.

                 Appeal to the District Court

J. Alex Kress, Esq., at Riker, Danzig, Scherer, Hyland & Perretti
LLP, serving as Special Litigation Counsel to, Smart World
Technologies, LLC, et al., has already delivered the Debtor's
Notice of Appeal to the Bankruptcy Court advising that it will
seek review of Judge Balckshear's decision by the U.S. District
Court for the Southern District of New York.


SNYDERS DRUG: Seeks OK to Continue Hiring Ordinary Course Profs.
----------------------------------------------------------------
Snyders Drug Stores, Inc., along with its debtor-affiliates, is
asking the U.S. Bankruptcy Court for the Northern District of
Ohio's to approve the continued retention of professionals
utilized in the ordinary course of the Debtors' business.

The Debtors report that they customarily retain the services of
various attorneys, accountants and other professionals to
represent them in matters arising in the ordinary course of
business and not in connection with these bankruptcy proceedings.
These services include:

     a) tax preparation and other tax advice;

     b) employee relations and compensation;

     c) legal advice pertaining to various corporate matters;

     d) legal representation for litigation matters; and

     e) other matters requiring the expertise and assistance of
        professionals.

The number of Ordinary Course Professionals involved renders it
costly and inefficient for the Debtors to submit individual
applications and proposed retention orders to the Court for each
such professional.

The Debtors submit that the retention of the Ordinary Course
Professionals and the payment of interim compensation are in the
best interest of the Debtors and their estates. While generally
the Ordinary Course Professionals that previously rendered
services to the Debtors wish to represent the Debtors on an
ongoing basis, many might be unwilling to do so if they may be
paid only through a formal application process.

Moreover, if the expertise and background knowledge of certain of
these Ordinary Course Professionals with respect to the particular
areas and matters for which they were responsible before the
Petition Date are lost, the Debtors' estates undoubtedly will
incur additional and unnecessary expenses associated with the
retention of other professionals that will lack such expertise and
background knowledge.

Consequently, the Debtors propose that they be permitted to pay,
without formal application to the Court by any Ordinary Course
Professional, 100% of the interim fees and disbursements to each
Ordinary Course Professional upon the submission to the Debtors an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered after the Petition Date.  Provided
however that such interim fees and disbursements, per Ordinary
Course Professional do not exceed a total of $50,000 per month
throughout these Chapter 11 cases.

A Drugstore chain headquartered in Minnetonka, Minnesota, Snyders
Drug Stores, Inc., filed for chapter 11 protection on
September 11, 2003 (Bankr. N.D. Ohio Case No. 03-44577).  Jordan
A. Kroop, Esq., at Squire Sanders & Dempsey LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of more than $100 million each.


STATION CASINOS: S&P Affirms Ratings over Good Operating Results
----------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook for Station
Casinos Inc. to stable from negative.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'BB' corporate credit rating. Total debt
outstanding at June 30, 2003, was approximately $1.2 billion. Las
Vegas, Nevada-based Station is the largest owner of off-Strip
casino properties that cater to locals in Las Vegas.

"The outlook revision reflects Station's steady operating
performance during the past few quarters and the expectation that
this trend will continue over the intermediate term," said
Standard & Poor's credit analyst Michael Scerbo. Also, the
company's management fee generated from Thunder Valley is likely
to exceed previous expectations and enhance Station's ability to
generate discretionary cash flow, which will be available to
pursue growth opportunities, alleviating the need to increase
debt materially above current levels. (Station manages Thunder
Valley casino for the United Auburn Indian Community.)

For the 12 months ended June 30, 2003, Station reported EBITDA
(excluding equity in earnings from Green Valley Ranch) of $235
million due to stable performance in Las Vegas and increased
management fees. However, debt increased due to several land
purchases. As a result, when calculated on a trailing 12-month
basis, credit measures remain weak for the rating.  Still, with
the added contribution from Thunder Valley, EBITDA is expected to
increase significantly in the next 12 months (by more than 20%).


UNITED AIRLINES: Committee Wins Nod to Expand KPMG Engagement
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of United Airlines
Debtors, obtained permission from the Court to revise the scope of
KPMG's retention as accountants and restructuring advisors.

KPMG will provide additional services in connection with these two
projects:

1) The Illinois Project

   a) review and analyze intercompany transactions and activities
      in the Debtors' non-transportation services Illinois
      unitary group;

   b) review approaches recommended by the Debtors' Professionals
      in the computation of gross receipts and apportionment
      factor for Illinois income tax purposes for United's non-
      transportation services Illinois unitary group;

   c) assist and review the analysis of potential refunds
      associated with any revised computation of the Illinois  
      apportionment factor and gross receipts;

   d) assist in preparation of technical documentation on the  
      revised approach to computations;

   e) assist the Debtors' Professionals in compilation of a
      report that quantifies the amount of potential Illinois
      income tax refund opportunities;

   f) discuss with the Debtors' Professionals which items will be  
      included in a "claim for refund" to be filed with the  
      Illinois Department of Revenue;

   g) assist the Debtors' Professionals in meeting with the Legal  
      Services Bureau of the Illinois Department of Revenue to  
      review United's state tax apportionment position and  
      refund opportunities;

   h) assist the Debtors' Professionals in meeting with the Legal  
      Services Bureau of the Illinois Department of Revenue if  
      positions are not accepted and in petitioning for  
      alternative allocation under Illinois Income Tax Act  
      Section 304(f);

   i) assist in obtaining a Private Letter Ruling, if
      appropriate;

   j) assist in preparing one or more "claim for refund"
      package(s);

   k) assist in communicating with the Illinois Department of  
      Revenue while considering the refund claim; and

   l) assist in matters before state taxing authority during  
      review of United's claims for refund.

2) The California Project

   a) discuss the jurisdictions the Company may seek property tax
      refunds and/or abatements as a result of the value of  
      computer software on Company aircraft;

   b) assist in determining the value of improperly assessed  
      software in flight and ground property and develop state  
      specific strategies for eliminating it from United's  
      assessments;

   c) provide proactive consulting to the Debtors Professionals  
      to help eliminate business personal property tax  
      assessments on application software; and

   d) if requested, KPMG will attend informal meetings and  
      administrative hearings before state and local authorities  
      and jurisdictions, according to established local  
      requirements and procedures.

KPMG's compensation will be similar to that approved in the
initial engagement.  (United Airlines Bankruptcy News, Issue No.
26; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


US UNWIRED: Selling PCS Spectrum and Cellular Ops. to Cingular
--------------------------------------------------------------
Cingular Wireless will acquire additional spectrum and operations
in Texas, Arkansas and Louisiana through a $27.6 million agreement
it has reached with US Unwired Inc. (S&P, CCC- Corporate Credit
Rating, Negative).

Under terms of the all-cash deal, Cingular would take over US
Unwired's cellular network in Lake Charles, LA as well as 10 MHz
of its PCS spectrum in Alexandria and Shreveport, LA; Longview,
and Paris, Texas; and Texarkana, Texas/Arkansas. Cingular
currently provides service in all the markets except for
Texarkana.

"This is another opportunity for Cingular to expand our coverage
area and add spectrum at a fair price," said Mark Feidler, chief
operating officer of Cingular Wireless.  "We're also bringing
Cingular service to Texarkana, and we're looking forward to
serving the people there."

The agreement is expected to close in the fourth quarter of 2003.
It is subject to the consent of the Federal Communications
Commission, consents and releases from US Unwired's senior credit
lenders and other customary approvals and consents.

Cingular Wireless, a joint venture between SBC Communications
(NYSE: SBC) and BellSouth (NYSE: BLS), serves more than 23 million
voice and data customers across the United States. A leader in
mobile voice and data communications, Cingular is the only U.S.
wireless carrier to offer Rollover(SM), the wireless plan that
lets customers keep their unused monthly minutes. Cingular has
launched the world's first commercial deployment of wireless
services using Enhanced Data for Global Evolution (EDGE)  
technology. Cingular provides cellular/PCS service in 43 of the
top 50 markets nationwide, and provides corporate e-mail and other
advanced data services through its GPRS, EDGE and Mobitex packet
data networks. Details of the company are available at
http://www.cingular.com


VINTAGE PETROLEUM: Declares Cash Dividend Payable on October 7
--------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) announced its board of
directors has authorized a cash dividend of four and one-half
cents per share.  The company said the dividend will be paid
October 7, 2003, to stockholders of record on September 23, 2003.

Vintage Petroleum, Inc. (S&P, BB- Debt Rating, Negative) is an
independent energy company engaged in the acquisition,
exploitation, exploration and development of oil and gas
properties and the gathering and marketing of natural gas and
crude oil. Company headquarters are in Tulsa, Oklahoma, and its
common shares are traded on the New York Stock Exchange under the
symbol VPI.


WCI STEEL: Files for Chapter 11 Protection in Youngstown, Ohio
--------------------------------------------------------------
WCI Steel, Inc., filed a voluntary petition for protection under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, in Youngstown.

Edward R. Caine, president and chief executive officer of WCI,
said, "Although we very much had hoped to accomplish the
restructuring of the company outside of bankruptcy, industry
conditions and our cash position forced us to take this step in
order to protect the future of the company. The restructuring will
continue under court protection, and WCI will maintain normal
operations during the process."

Caine continued, "We intend to fulfill our commitments to our
employees, retirees and customers without interruption while we
reorganize under court protection. We remain committed to
providing our customers with high-quality products delivered on
time and supported by superior customer and technical service. We
deeply appreciate our customers' loyalty, and I assure them that
meeting their needs remains our highest priority."

WCI also announced that it is seeking immediate bankruptcy court
approval of $110 million in debtor-in-possession credit facilities
consisting of a $100 million secured DIP financing from Congress
Financial Corporation, Bank of America, N.A., and other lenders
under its existing $100 million working capital facility (which
includes a $15 million junior participation by The Renco Group,
Inc., WCI's ultimate parent) and an additional $10 million
subordinated secured DIP facility to be provided by Renco. These
facilities are expected to provide the liquidity necessary to
enable WCI to meet its obligations to its suppliers, customers and
employees during the restructuring process and to emerge from
Chapter 11 reorganization proceedings with its desired competitive
financial and operating structure.

"Renco's commitments in the aforementioned DIP financings
demonstrate its continued commitment to the long-term viability of
WCI," said Caine.

             WCI to Continue Turnaround Strategy
                  Within Chapter 11 Process

Caine said the company would continue to pursue the previously
announced strategic restructuring plan within the Chapter 11
process. The key elements of the plan are:

-- Restructuring the company's work systems. The new structure
   would create self-directed work teams that are expected to
   dramatically improve productivity through a reduction in
   employment levels and by providing more autonomy to the
   workforce. Plans for such work teams have been the subject of
   positive discussions between WCI and the United Steelworkers of
   America.

-- Reducing the debt burden. A new capital structure is needed
   that reduces the burden associated with the company's long-term
   debt. Discussions have been under way since July with
   bondholders to improve the debt structure. These discussions
   will continue within the Chapter 11 processes. The company has
   retained Jefferies and Company as its financial advisor in this
   regard.

-- Obtaining a capital infusion. As part of its endorsement of the
   strategic plan, Renco has indicated that it is receptive to
   making a substantial capital infusion to WCI.

Caine said, "Our goal is to arrive at a consensual plan of
reorganization and emerge as a newly capitalized, cost-competitive
company positioned to operate profitably in a highly competitive
marketplace."

WCI Steel is an integrated steelmaker producing more than 185
grades of custom and commodity flat-rolled steels at its Warren,
Ohio facility. WCI products are used by steel service centers,
convertors, electrical equipment manufacturers and the automotive
and construction markets. The company has approximately 1,800
employees.


WCI STEEL INC: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: WCI Steel, Inc.
             1040 Pine Avenue SE
             Warren, Ohio 44483-6528

Bankruptcy Case No.: 03-44662

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                       Case No.
        ------                                       --------
        WCI Steel Production Control Services, Inc.  03-44663
        WCI Steel Metallurgical Services, Inc.       03-44665
        WCI Steel Sales L.P.                         03-44666
        Youngstown Sinter Company                    03-44667
        Niles Properties, Inc.                       03-44668

Type of Business: WCI Steel is an integrated steelmaker producing
                  more than 185 grades of custom and commodity
                  flat-rolled steels at its Warren, Ohio facility.

Chapter 11 Petition Date: September 16, 2003

Court: Northern District of Ohio (Youngstown)

Judge: William T. Bodoh

Debtors' Counsel: Christine M Pierpont, Esq.
                  G. Christopher Meyer, Esq.
                  Squire, Sanders & Dempsey, L.L.P.
                  127 Public Square
                  #4900
                  Cleveland, OH 44114
                  Tel: 216-479-8500
                  Fax: 216-479-8776

Total Assets: $356,286,000 (as of April 30, 2003)

Total Debts: $620,610,000 (as of April 30, 2003)

Debtors' 40 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
USX Corporation             Trade Debt              $6,244,053
600 Grant Street
Pittsburgh PA 15219-2749
Richard Eskeman
Director, Raw Materials
Tel: 412-433-3620
Fax: 412-433-3624

Northshore Mining Co.       Trade Debt              $4,212,226
1100 Superior Avenue
15th Floor
Cleveland OH 44114-2589
Don Gallagher, CFO
Tel: 216-694-5498
Fax: 216-694-5385

Dominion Field Services,    Trade Debt              $1,829,761
Inc.
140 West Main Street
Clarksburg WV 26302-1570
Charles E. Roberts
Vice President & Gen. Manager
Dominion Field Services, Inc.
Tel: 304-627-3167
Fax: 304-627-3973

First Energy (Ohio Edison)  Trade Debt              $1,451,778
730 South Avenue
Youngstown OH 44502
Thomas A. Clark
Regional President
Tel: 330-740-7711
Fax: 330-740-7569

Oglebay Norton Marine       Trade Debt                $773,577
Service Co.
1301 East Ninth Street
#3737
Cleveland OH 44114-1800
Michael J. Siragusa,
Vice President & Gen. Mgr.
Tel: 216-861-8741
Fax: 216-861-8708

Norfolk Southern Corp.      Trade Debt               $692,875
110 Franklin Road
Roanoke VA 24042-0026
Anthony Wade, Director
Domestic Metallurgical
Coal Mktg.
Tel: 540-985-6708
Fax: 540-985-6398

BOC Gases                   Trade Debt                $652,515
575 Mountain Avenue
Murray Hill NJ 07974
Jeffrey Johns, Director
of Administration
Tel: 908-771-6039
Fax: 908-771-1903

ISG Warren, Inc.            Trade Debt                $569,718
2234 Main Avenue, SW
Warren OH 44481-9602
Jeff Foster, Controller
Tel: 330-841-2803
Fax: 330-841-2889

Vesuvius USA                Trade Debt                $562,983
27 Nobletown Road
Carnegie PA 15106
Louis J. Sebastian, VP-
Corporate Sales
Tel: 412-276-1750, X292
Fax: 412-276-7313

Performix Technologies      Trade Debt                $548,872  
101 Tidewater Road, NE
Warren OH 44483-2434
Sid Galloway, President
Tel: 330-372-1781
Fax: 330-372-4280

Affival, Inc.               Trade Debt                $500,620
University Corporate Center
300 Corporate Parkway-216N
Amherst NY 14226-1207
Gregory P. Marzec, President,
U.S. Operations
Tel: 716-446-8866
Fax: 716-446-8868

Carmeuse North America      Trade Debt                $430,041
11 Stanwix Street
10th Floor
Pittsburgh PA 15222
Bruce D. Routhieaux,
Vice President Sales
Tel: 412-995-5585
Fax: 412-995-5515

City of Warren              Trade Debt                $388,792
391 Mahoning Avenue
Warren OH 44483
Henry J. Angelo, Mayor
City of Warren
Tel: 330-841-2601
Fax: 330-841-2676

Harsco Track Technology     Trade Debt                $352,789
612 N. Main Street
Butler PA 16003
Jim Fiore, Gen. Manager
U.S. East
c/o Heckett Multiserv
Harsco
Tel: 724-283-6909
Fax: 724-283-3578

Lafarge Construction        Trade Debt                $294,448
555 Frost Street,
Suite 100
Streetsboro OH 44241
Stanley J. Virgalitte P.E.
Manager, Sales & Marketing
Lafarge Construction
Tel: 330-463-1211
Fax: 330-463-1210

United Foundries, Inc.      Trade Debt                $269,664
1400 Grace Street, NE
Canton OH 44705
Edward Bauer, COO
Tel: 330-456-2761
Fax: 330-456-2085

Resco Products, Inc.        Trade Debt                $264,811
4 Penn Center Blvd.
S-200
Pittsburgh PA 15276
Walter D. Meloy, Gen.
Sales Mgr. Iron & Steel
Tel: 412-494-4491, x1018
Fax: 412-494-4571

Ferrous Metal Processing    Trade Debt                $262,088
Co.
11103 Memphis Avenue
Cleveland OH 44114
Ed Gonzalez, President
Tel: 216-671-6161
Fax: 216-671-6165

Paul Wurth, Inc.            Trade Debt                $255,719
Stealth Tech Center
333 Technology Dr.,
Suite 116
Canonsburg PA 15317-9581
Kevin Moore, Manager
Product & Customer Services
Tel: 724-873-7200, x116
Fax: 724-873-7299

Kinder Morgan Bulk          Trade Debt                $239,074
Terminals, Inc.

Minteq International, Inc.  Trade Debt                $232,555

Seaway Marine Transport     Trade Debt                $221,869

Warren Fabricating &        Trade Debt                $220,670
Machining

Lafarge Construction        Trade Debt                $209,562

Henkel Surface              Trade Debt                $206,160

Millersville Lime Inc.      Trade Debt                $197,041

Keystone Metals Trading,    Trade Debt                $183,302
Inc.

Lyden Oil Company           Trade Debt                $176,728

Bearing Service Company     Trade Debt                $176,138

Duke's Sanitary &           Trade Debt                $168,814  
Industrial Services

The New Keibler Thompson    Trade Debt                $140,237  
Co.

Millcraft-SMS Services LLC  Trade Debt                $137,502

CCPI Inc., Comat            Trade Debt                $131,156

Pinney Dock & Transport     Trade Debt                $119,299

Diamond Steel Construction  Trade Debt                $117,546
Co.

Rossborough-Remacore LLC    Trade Debt                $104,956

World Class Processing      Trade Debt                $102,812

Ondeo Nalco Company         Trade Debt                $100,819

East Fairfield Coal Co.     Trade Debt                $100,592

Daniel A. Terreri & Sons,   Trade Debt                 $95,000
Inc.


WEIRTON STEEL: Seeks Clearance for Weirton City Settlement Pact
---------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that Weirton Steel Corporation and the City
of Weirton entered into a Pilot Agreement dated February 14, 2003.  
Pursuant to the Pilot Agreement, the Debtor would pay the City
$1,454,317 for fiscal year ending June 30, 2003, in lieu of any
additional tax, levies, fees or assessments.  

As of the Petition Date, the Debtor was current on its
obligations under the Pilot Agreement.  However, since the
Petition Date, $303,978 became due and owing for the fiscal year
2002 to 2003.  A $100,000 payment in lieu of building fee permits
also came due under the Pilot Agreement on June 30, 2003.

Mr. Freedlander also relates that Police and Fire Service Fee
Ordinance No. 1354 was enacted on September 9, 2002.  Pursuant to
the Fee Ordinance, each property owner is assessed charges and
expenses that reflect the cost to the City of providing police
and fire services.  The Police and Fire Service Fee is assessed
in an amount equal to the total number of square feet contained
in a building owned by a taxpayer multiplied by $0.15 and is to
be paid in one installment that is due on September 30th of each
year.  If the Police and Fire Service Fee is not paid on or
before October 1st of each year, a penalty of 2% of the service
charge is added and an additional 1% is added for each succeeding
30 days elapsing before payment is made.

In that regard, for the fiscal year 2002-2003, the Debtor owed a
$1,145,000 Police and Fire Service Fee under the Fee Ordinance,
due in full on September 30, 2002.  The Debtor's practice was to
pay the Police and Fire Service Fee, including penalties, in
equal monthly installments throughout the year, notwithstanding
the fact that penalties were assessed as a result of late
payments under the Fee Ordinance.

As of the Petition Date, the Debtor had remaining obligations
under the Fee Ordinance for the fiscal year 2002-2003 for
$134,331.

The Outstanding Obligations total $538,309 and consist of:

   (a) $303,978, due and owing pursuant to the Pilot Agreement;

   (b) $100,000 in lieu of building permit fees, due and owing
       pursuant to the Pilot Agreement; and

   (c) $134,331, due and owing pursuant to the Fee Ordinance.

The Debtor is the largest taxpayer in the City, and its failure
to pay a portion of the Outstanding Obligations as and when due
could have a substantial detrimental impact on the City's ability
to provide critical police and fire protection, as well as
education to its citizens.

After extensive negotiations, the Debtor and the City reached a
settlement and compromise of the Outstanding Obligations.  
Pursuant to the Settlement Agreement, the Debtor agrees to pay
$260,000 to the City and the City agrees to accept $260,000 from
the Debtor as full and complete payment in compromise and
settlement of the Outstanding Obligations.

Accordingly, the Debtor asks the Court to approve its Settlement
Agreement with the City of Weirton.

By reaching a settlement with the City, the Debtor was able to
quantify and resolve outstanding payment in lieu of tax
obligations and police and fire service fee obligations to a
local taxing authority for an amount that is less than 50% of the
Outstanding Obligations.  This amount is significantly less than
the City would be entitled to under a plan of reorganization.  
Mr. Freedlander relates that the proposed settlement reflects
savings to the estate and its creditors of approximately
$278,000, or $238,000 excluding penalties. (Weirton Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


WORKFLOW MANAGEMENT: First Quarter FY 2004 Net Loss Drops 77%
-------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK), reported results for the
three months ended July 31, 2003.

The Company reported a GAAP net loss for its first quarter ended
July 31, 2003 of $562,000, down from a GAAP net loss of $2.4
million in the comparable period a year ago. The net loss during
the first quarter consisted of $697,000 income from continuing
operations, and a $1.3 million loss from discontinued operations.

Revenues for the three months ended July 31, 2003 decreased 4.8%
to $142.9 million versus $150.1 million in the prior year.
Operating income was $5.8 million, or 4.1% of revenues, in the
first quarter versus operating income of $6.4 million, or 4.3% of
revenues, last year. Adjusted EBITDA was $6.9 million before
certain items discussed below compared to Adjusted EBITDA of $9.1
million in the comparable period a year ago. Income from
continuing operations for the three months ended July 31, 2003,
excluding the after-tax impact of the items listed below and the
tax impact of pledging Canadian assets against U.S. debt, was
$254,000 or $0.02 per diluted share versus income from continuing
operations of $1.5 million or $0.12 per diluted share a year ago
on a comparable basis.

"While our markets continue to be challenged with lower unit
demand, pricing pressures and customers re-evaluating their
printing programs, we are already experiencing signs of recovery
in most of our businesses," stated Gary W. Ampulski, President and
Chief Executive Officer. "Given the distractions from the earn-out
deferrals, the negotiation of our new credit facility amendment
and other economic factors that influenced our first quarter
performance, we are very excited to refocus our efforts on
improving the business going forward."

During the three months ended July 31, 2003, Workflow recorded
certain gains totaling approximately $1.2 million. The pre-tax
effected items recorded in the results from continuing operations
included: (i) $1.0 million in restructuring costs, (ii) $2.2
million reversal of accrued severance and other employment costs
and (iii) a $18,000 loss from an interest rate hedge.

During the three months ended July 31, 2002, Workflow recorded
certain costs totaling approximately $6.3 million. The pre-tax
effected items recorded in the results from continuing operations
included: (i) $221,000 million in restructuring costs, (ii) a $4.3
million loss from an interest rate hedge and (iii) $1.7 million in
fees for an unexecuted debt offering.

Please refer to the Company's Form 10-Q for the quarter ended
July 31, 2003 filed with the Securities and Exchange Commission
for additional information.

Workflow Management, Inc. is a leading provider of end-to-end
print outsourcing solutions. Workflow services, from production of
logo-imprinted promotional items to multi-color annual reports,
have a reputation for reliability and innovation. Workflow's
complete set of solutions includes document design and production
consulting; full-service print manufacturing; warehousing and
fulfillment; and one the industry's most comprehensive e-
procurement, management and logistics systems. Through custom
combinations of these services, the Company delivers substantial
savings to its customers - eliminating much of the hidden cost in
the print supply chain. By outsourcing print-related business
processes to Workflow, customers streamline their operations and
focus on their core business objectives. For more information, go
to http://www.workflowmanagement.com  

                         *      *      *

                    Credit Facility Amendment

Workflow Management has entered into a definitive agreement with
its senior lenders that amends the Company's credit facility.
Under the terms of the amendment, the $50 million term loan
originally due on December 31, 2003 now matures on May 1, 2004.
The $16.8 million term loan and the approximately $100 million in
availability asset-based revolver, both of which were originally
due on June 30, 2005, now mature on August 1, 2004. In addition to
modifying the maturity dates of the Company's senior debt, the
credit facility amendment also provides the Company with improved
advance rates under the asset-based revolver on eligible accounts
receivable and inventory.

As previously announced, at April 30, 2003, the Company had
exceeded certain covenants in the credit facility that limited
capital expenditures and the incurrence of restructuring costs. As
part of the credit facility amendment, the Company's senior
lenders have waived these defaults. The amendment also modifies
the calculation of EBITDA for credit facility covenant purposes to
exclude the impact of the goodwill impairment and the results of
discontinued operations and amends certain financial covenants for
future periods in a manner consistent with the Company's current
business plan and forecasts.

As part of the credit facility amendment, the Company also changed
the conditions under which its lenders may exercise warrants to
purchase the Company's common stock and agreed to modify the
exercise schedule of the warrants. In addition, the Company agreed
to increase the number of shares of its common stock potentially
issuable upon exercise of these warrants.

                 Sale of Discontinued Operations

The Company also reported the successful divestiture of certain
non-core print manufacturing operations. The assets and
liabilities of the divested businesses, which have been excluded
from the Company's historical operating results and classified as
discontinued operations, were sold to a financial buyer for $5.0
million in gross proceeds. After payment of expenses, the
transaction generated net cash proceeds of approximately $4.9
million. Under the terms of the credit facility amendment
discussed above, the Company will use these net proceeds to make
certain earn-out payments that were due in May 2003 under purchase
agreements for prior acquisitions and to reduce outstanding
indebtedness under the credit facility.


WORLDCOM: Reports Slight Improvement in July Operating Results
--------------------------------------------------------------
MCI (WCOEQ, MCWEQ) filed its July 2003 monthly operating report
with the U.S. Bankruptcy Court for the Southern District of New
York. During the month of July, MCI recorded $2.116 billion in
revenue versus $2.075 billion in June 2003.

Revenue gains were driven primarily by an increase in long
distance volume, an additional business day, the inclusion of
revenue from wireless messaging services that had previously been
included in discontinued operations and certain non- recurring
items.

Operating income in July was $197 million versus $146 million in
June. The increase in operating income was due primarily to the
revenue gains described above as well as a decrease in selling,
general and administrative expenses, offset by an increase in
depreciation and amortization expenses which resulted primarily
from the inclusion of the wireless messaging services business.

The Company had net income in July of $207 million compared to net
income of $84 million in June. This increase was due to the
increase in operating income and an increase in miscellaneous
income, including $43 million in one- time gains and adjustments.

July reorganization items were $30 million versus $46 million in
June. During the restructuring process, certain business
activities will drive one- time costs that will be recognized in
the month in which they were incurred. These expenses are expected
to fluctuate from month-to-month as the Company implements its
cost reduction plans.

In July, MCI recorded capital expenditures of $60 million. MCI
ended July with $4.7 billion in cash on hand, an increase of
approximately $100 million from the beginning of the month.

"We are encouraged by the steady progress we made in July," said
Bob Blakely, MCI chief financial officer. "By recently gaining the
support of the overwhelming majority of our creditors for our Plan
of Reorganization, we remain on track to emerge from Chapter 11."

The financial results discussed in the July 2003 Monthly Operating
Report exclude the results of Embratel. Until MCI completes a
thorough balance sheet evaluation, the Company will not issue a
balance sheet or cash flow statement as part of its Monthly
Operating Report.

The Monthly Operating Reports are available on MCI's Restructuring
Information Desk at: http://global.mci.com/news/infodesk/

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, MCI believes that when
it emerges from bankruptcy proceedings, its existing WorldCom and
Intermedia preferred stock and WorldCom group and MCI group
tracking stock issues will have no value.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on the number of company-owned POPs, and wholly- owned data
networks, WorldCom develops the converged communications products
and services that are the foundation for commerce and
communications in today's market. For more information, go to
http://www.mci.com  


WORLDCOM: Agrees to Toll Time Periods Under 7-1/8% Debentures
-------------------------------------------------------------
On June 24, 1996, MCI Communications Corporation issued
$500,000,000 in principal amount of 7-1/8% Debentures due
June 15, 2027 pursuant to an indenture dated February 17, 1995,
as amended, between MCI and Citibank, N.A., as trustee.  Law
Debenture Trust Company of New York succeeded Citibank as
indenture trustee.  The Notes are subject to redemption on
June 15, 2003 by the holders of Notes that have exercised the
option to redeem by delivering, no earlier than April 16, 2003 --
Notice Period Commencement -- and no later than May 15, 2003 --
Notice Period Deadline -- the Notes to be redeemed and a notice
of the exercise of such redemption option in accordance with
applicable provisions of the Notes.

MCI contends that the exercise of the redemption option,
including the delivery of Redemption Notices, during the pendency
of its Chapter 11 case would constitute a violation of the
automatic stay.  But the Ad Hoc Committee of MCI Noteholders
contends that such actions would not violate the automatic stay.  
If the automatic stay were implicated, the MCI Noteholders
Committee argues that any implication would be technical and good
cause would exist for modification of the automatic stay to
permit the exercise of the redemption option.

Consequently, MCI, the MCI Noteholders Committee, and Law
Debentures believe that the issue of the applicability of the
automatic stay to the exercise of the redemption option and
delivery of Redemption Notices need not be adjudicated at this
time.  By subsequent stipulations, the parties agree to toll the
Notice Period Commencement to August 15, 2003, the Notice Period
Deadline to September 15, 2003, and the Redemption Date to the
earlier of:

     (i) October 15, 2003, and

    (ii) the date that is 10 days before the scheduled date of
         commencement of a hearing to consider confirmation of a
         reorganization plan in the Debtors' cases that provides
         for the reinstatement of the Notes.

In view of so many issues that arise in the Debtors' cases, the
parties have decided to postpone adjudication of the
applicability of the automatic stay once again.  MCI, the MCI
Noteholders Committee, and Law Debentures stipulate and agree to
toll the Notice Period Commencement to October 15, 2003 and the
Notice Period Deadline to November 17, 2003.  The parties also
agree to toll the Redemption Date to the earlier of:

   (a) December 17, 2003, and

   (b) the date that is 10 days before the scheduled date of
       commencement of a hearing to consider confirmation of a
       reorganization plan in the Debtors' cases that provides
       for the reinstatement of the Notes. (Worldcom Bankruptcy
       News, Issue No. 37; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)   


W.R. GRACE: Committees Balk At Proposed State Street Engagement
---------------------------------------------------------------
Michael R. Lastowski, Esq., at Duane Morris LLP, tells Judge
Fitzgerald that the W.R. Grace Debtors are seeking to burden their
estates and creditors with the fees and expenses of State Street
while it is acting only on behalf of a certain block of equity
holders.  State Street's fees and expenses should be borne by the
Plan as a whole, or alternatively from the stock accounts in the
Plan.  Denial of the Debtors' request would not preclude the
Debtors from retaining State Street for the purposes proposed, but
would ensure that the proper party pays the costs.

The Plan referred to is a 401(k) plan with an employer-matching
contribution, which provides for participant direction for the
investment of employee contributions from among several
investment choices.  Until the summer of 2003, one of the
investment options that Plan participants had was to invest in
Grace's stock.  The Committee understands that, prior to 2001,
Grace's matching contribution under the Plan was always made in
the form of its own stock.  The pre-2001 employer matching
contributions in the form of Grace stock, as well as voluntary
employee investments in Grace stock made prior to the mid-2003
Plan amendment, continue to be held as shares of Grace in
accordance with the terms of the Plan.  The Committee is informed
that no new money may be invested in the form of Grace's stock,
and there can be no transfers of money from other investment
options under the Plan into Grace stock.  The Committee is also
informed that there are currently 10,000,000 shares of Grace
stock held under the Plan, which represents approximately 16% of
the aggregate amount of Grace stock outstanding.

State Street is to make a determination of whether any or all of
the Grace stock in the Plan should be retained by the trust or
sold, and then directly the Trust to act accordingly.  When
shares of Grace stock are sold, that stock will be withdrawn pro
rata from the stock accounts of Plan participants.  State
Street's services could include action on behalf of the Grace
stock in plan reorganization discussions, if it believes that in
the exercise of its fiduciary duties that action is warranted.  
In light of securities laws restrictions on how much of the Grace
stock could be sold by State Street in the market, it might very
well be that State Street, if retained, would be involved in
reorganization discussions on behalf of the Plan as a
significant, if not the single largest, holder of an equity
interest.

State Street's real purpose is to act on behalf of, and protect
the equity value of, the 16% of the outstanding Grace stock held
in the Trust.

The Committee argues that it is not proper to have the Debtors'
estates bear the fees and expenses of what is, in essence, a
particular equity holder representing a large percentage of the
outstanding Grace stock.  In addition to the annual fee of
$530,000 a year, the proposed retention obligates the Debtors to
reimburse State Street for the costs of its legal and financial
advisors.  During the first year alone, the proposed engagement
contemplates that those professional costs to be reimbursed might
reach another approximately $450,000, bringing the total first
year cost close to $1,000,000.

The Committee notes that he Plan contains millions of dollars of
assets and generates income, which can and should be used to
compensate State Street.

                          Equity Committee

The Official Committee of Equity Security Holders agrees with the
Creditors' Committee.

Teresa K. D. Currier, Esq., at Klett Rooney Lieber & Schorling,
in Wilmington, Delaware, says that the Debtors have not explained
precisely why they need to employ State Street as investment
advisor and fiduciary to the trust funding the W. R. Grace & Co.
Savings & Investment Plan.  Presumably, this function is already
being performed for the Trust, either internally at Grace or
through another third party.  At a minimum, the Debtors must
explain how the function is being performed now, by whom and at
what cost, and why there is any need for a switch.

Even if the appointment of State Street were warranted, the
Debtors fail to provide sufficient information to determine
whether the proposed annual fee of $530,000, plus expenses, is a
reasonable expenditure of the estate's money for the services to
be provided.  Information regarding the current and historical
cost of these services, as well as the normal market rates for
such services, should be provided so that parties-in-interest and
the Court may make this determination.

While the Application includes the conclusory assertion that it
is necessary to "maximize the value of the estates and to
reorganize successfully," there is no explanation as to how the
appointment of State Street and the attendant payment of at least
$530,000 a year will accomplish that maximization.  Simply
substituting one provider of these services for another, without
obtaining either cost savings or some other benefit, is an
unnecessary waste of the Court's time and the estate's money.

                         *    *    *

As previously reported, W.R. Grace & Co., and debtor-affiliates
sought the Court's authority to employ State Street Bank & Trust
in Boston as investment manager and fiduciary for the stock of W.
R. Grace & Co. held by the trust funding the W. R. Grace & Co.
Savings & Investment Plan.

                             Duties

In general, State Street Bank will determine the appropriateness
of the Trust's retention or sale of Grace Stock, all within the
context of, and subject to, the Bank's Investment Guidelines, and
as directed by ERISA.

State Street Bank will not have any authority, responsibility or
obligation to vote any of the shares of Grace Stock held in the
Trust, it being understood that all shares will be voted by the
Trustee of the Trust as directed by the participants in the
Savings Plan.  However, in the event that a vote relates to a
proposed merger or other transaction, the approval of which would
have substantially the same effect as a sale or other disposition
of substantially all of the assets of Grace or of the shares of
Grace Stock held in the Trust, State Street Bank will have
discretionary authority to direct the Trustee to vote all shares
of the Grace Stock in the Trust in favor of a merger or other
transaction, but only if that direction is consistent with the
Investment Guidelines and ERISA.  The Debtors will cause the
Savings Plan and Trust documents to be amended to provide for
this discretionary authority and will notify Plan participants of
the amendments.

In addition, State Street Bank will take other actions as it
deems necessary or appropriate in connection with its engagement
and to satisfy its fiduciary obligations in a timely fashion
consistent with the scope of its duties and responsibilities as
investment manager.  In particular, the engagement letter
authorizes State Street Bank to independently engage legal
counsel and a financial advisor to represent it in the
performance of its obligations under the engagement letter.

                            Compensation

The Debtors will pay State Street an annual fee equal to
$530,000, which will be paid monthly in arrears, and will
reimburse State Street Bank's expenses.  However, the fees, but
not the expenses, of the Bank's legal counsel and financial
advisor are subject to these limits:

       1) State Street Legal Fees

           (i) Start-up period (to 10-31-03):
               No greater than $125,000

          (ii) Next 9 months of engagement:
               No greater than $25,000 per month;

       2) State Street Financial Advisor Fees

           (i) First month of engagement:
               No greater than $50,000

          (ii) Second and third months of engagement:
               No greater than $25,000 per month

                          Indemnification

As part of the Retention Agreement, the Debtors are required to
provide State Street with a "limited indemnification."  The
Indemnification Agreement provides in relevant part:

     A.  The Indemnity.  As a material part of the consideration
         for the agreement of State Street to perform services
         under the Engagement Agreement, the Debtors agree to
         indemnify, defend, reimburse and hold harmless State
         Street and each past, present and future officer,
         director, employee, and controlling person of State
         Street within the meaning of either Section 15 of the
         Securities Act of 1933, as amended or Section 20 of the
         Securities Exchange Act of 1934, as amended, to the
         fullest extent lawful from and against any and all
         losses, claims, damages, liabilities, costs and
         expenses (or actions in respect thereof) joint or
         several, arising out of any actions taken or omitted
         to be taken by an Indemnified Party in connection with
         services performed under the Engagement Agreement,
         subject to the limitations provisions of Paragraph D.

     B.  Indemnity Costs.  The Debtors agree to pay any legal or
         other expenses incurred by the Indemnified Parties in
         respect to Covered Losses, including but not limited to
         reasonable costs of investigation and preparation and
         reasonable attorneys' fees, disbursements and other
         charges, and the aggregate amount paid in connection
         with, incident to, or in settlement or compromise of
         any actions, suits, or other legal proceedings, or
         governmental investigation, or claims to which an
         Indemnified Person may become subject under any statute
         or common law or otherwise ... ; provided, however,
         that the Debtors shall not be liable for any amounts
         paid in settlement or compromise which have not been
         previously authorized and approved in writing by the
         Debtors (which authorization and approval shall not be
         unreasonably withheld).

     C.  No Liability to Debtors.  The Debtors further agree
         that State Street shall have no liability to the
         Debtors, or any other person, for any losses, claims,
         damages, liabilities, costs or expenses relating to the
         engagement, except as provided in Paragraph D.

     D.  Limitation on Indemnity.  The Debtors shall not be
         liable under the Indemnification Agreement or any other
         agreement or arrangement for any losses, claims,
         damages, liabilities, costs or expenses which are
         finally judicially determined to have resulted
         primarily from the negligence, gross negligence,
         recklessness or willful misconduct of any Indemnified
         Party or any agent or advisor of State Street.

         For the purposes of this Indemnification Agreement,
         the term "negligence' means a departure from standards
         of ordinary care applicable to a person with
         demonstrated expertise in rendering professional
         services similar to the services to be performed by
         State Street as set forth in the Engagement Agreement
         or by its agent or advisor, whichever is applicable.
         In regard to determining whether the losses, claims,
         damages, liabilities, costs or expenses were caused by
         the negligence, gross negligence, recklessness or
         willful misconduct of the Indemnified Party, the
         expenses related thereto (including related attorneys'
         fees) will be borne by the losing party. (W.R. Grace
         Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
         Service, Inc., 609/392-0900)


* Philip Kirstein Joins Kirkpatrick & Lockhart's New York Office
----------------------------------------------------------------
The national law firm of Kirkpatrick & Lockhart LLP is pleased to
announce that Philip L. Kirstein, will join K&L's New York office
as Of Counsel on October 1, 2003.  Kirstein was most recently
General Counsel of Merrill Lynch Investment Managers.

"Having spent more than 20 years in-house at Merrill Lynch, I'm
excited to be re-entering private practice at K&L.  The firm's
well-regarded financial services and asset management practices
will be an excellent platform for developing my practice and
assisting my clients," said Kirstein.

A 1973 graduate of Syracuse University School of Law, Kirstein
began his distinguished career at Merrill Lynch in 1980 after six
years in private practice.  He served as Vice President and
subsequently General Counsel and Senior Vice President of Merrill
Lynch Asset Management (renamed in 1998 as Merrill Lynch
Investment Managers) from 1984 until his retirement in March 2003.  
Kirstein, age 58, is also a former Director and Member of the
Executive Committee of ICI Mutual Insurance Company.

Commenting on Kirstein's arrival, Robert J. Zutz, a leader of
K&L's Investment Management practice, said, "Phil is an
outstanding addition to our investment management practice.  We
are thrilled that our fund and investment adviser clients will
have access to his insight and extensive knowledge of the
industry."

K&L is a national law firm with more than 700 lawyers in Boston,
Dallas, Harrisburg, Los Angeles, Miami, Newark, New York,
Pittsburgh, San Francisco and Washington.  K&L serves a dynamic
and growing clientele in regional, national and international
markets, currently representing over half of the Fortune 100.  The
firm's practice embraces three major areas -- litigation,
corporate and regulatory -- and related fields.  For information
about K&L, visit http://www.kl.com


* Jefferies Hires Ted Cook as Investment Banking Managing Direc.
----------------------------------------------------------------
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), announced that Ted Cook has
joined as a Managing Director in investment banking. He will head
the firm's General Industrial Group.

While the industrial sector has long been an area of focus for
Jefferies, the hiring of Mr. Cook formalizes the firm's efforts in
the space. The group will concentrate on diversified industrial
companies, including electrical, multi-industry, flow control,
electronic manufacturing services, and power suppliers, as well as
the machinery and engineering construction, security, packaging
and printing industries.

"Ted Cook is an exceptional professional whose outstanding
experience and relationships significantly extend Jefferies'
position in the industrial space," commented Richard B. Handler,
Chairman and CEO of Jefferies. "As our business continues to
diversify and expand, we remain focused on hiring professionals
with established relationships who are motivated by our
entrepreneurial platform."

"I'm excited to be part of Jefferies' thriving investment banking
practice and entrepreneurial culture," said Mr. Cook. "Jefferies'
leading capabilities in all aspects of the capital markets
position the firm for continued success, especially given the
opportunity to work with middle market companies."

Prior to Jefferies, Mr. Cook spent approximately twenty years
providing investment banking services to clients in the industrial
sector while at Schroders PLC, J.P. Morgan and, most recently,
Banc of America Securities, LLC, where he was Head of the General
Industrial Group for nearly three years. Mr. Cook will be based in
the firm's NY headquarters.

Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), is a full-service investment
bank and institutional securities firm focused on the middle
market. Jefferies offers financial advisory, capital raising,
mergers and acquisitions, and restructuring services to small and
mid-cap companies. The firm provides outstanding trade execution
in equity, high yield, convertible and international securities,
as well as fundamental research and asset management capabilities,
to institutional investors. Additional services include
correspondent clearing, prime brokerage, private client services
and securities lending. The firm's leadership in equity trading is
recognized by numerous consulting and survey organizations, and
Jefferies' affiliate, Helfant Group, Inc., executes approximately
eleven percent of the daily reported volume on the NYSE.

Through its subsidiaries, Jefferies Group, Inc. employs more than
1,350 people in 20 offices worldwide, including Atlanta, Boston,
Chicago, Dallas, London, Los Angeles, New York, Paris, San
Francisco, Tokyo, Washington and Zurich. Further information about
Jefferies, including a description of investment banking, trading,
research and asset management services, can be found at
http://www.jefco.com


* Meetings, Conferences and Seminars
------------------------------------
September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 8-11, 2003
   TURNAROUND MANAGEMENT ASSOCIATION
      15th Anniversary Convention
         Hyatt Regency, San Francisco, CA
            Contact: 312-578-6900 or www.turnaround.org

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/  

October 15-16, 2003
   EUROLEGAL
      Commercial Loan Workouts
         Contact: +44-20-7878-6897 or liu@ef-international.co.uk

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 4-5, 2003
   EUROFORUM INTERNATIONAL
      The Art and Science of Russian M&A
         Ararat Park Hyatt Hotel, Moscow
            Contact: +44-20-7878-6897 or
                     liu@ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

December 1-2, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC.
      Distressed Investing
         The Plaza Hotel, New York City, NY
            Contact: 800-726-2524 or         
                     http://renaissanceamerican.com

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org   

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org   

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  

                          *********

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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