TCR_Public/030918.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, September 18, 2003, Vol. 7, No. 185   

                          Headlines

ACTERNA CORP: Plan Filing Exclusivity Extended Until December 31
ADVANCE AUTO: S&P Ups Corporate Credit Rating One Notch to BB
AFC ENTERPRISES: Will Publish Mid-Quarter Update for Q3 Friday
AIR CANADA: Request Court to Fix November 15 Claims Bar Date
ALAMOSA: Planned Debt Restructuring Prompts S&P to Lower Ratings

ALLIANCE COMMS: Wants to Continue Hiring Ordinary Course Profs.
AM COMMS: Has Until October 4 to File Schedules & Statements
AMERCO: Wants Go-Signal to Assume 2 Imperial Finance Agreements
AMES: Court Fixes Uniform Monroeville Property Bidding Protocol
APARTMENT INVESTMENT: Board Declares Preferred Stock Dividends  

APARTMENT INVESTMENT: Tom Novosel Steps Down as SVP and CAO
APOGENT TECHNOLOGIES: Commences Tender Offer for 8% Senior Notes
APPLICA INC: Expects September Quarter Sales to Trail Estimates
AURORA FOODS: Continues Financial Restructuring Negotiations
AVALON HOTEL: Paul Brenneke-Led Investor Group Takes Over Avalon

AZCO MINING: PricewaterhouseCoopers Resigns as Accountants
AZTEC CRANE CORPORATION: Case Summary & 11 Unsecured Creditors
BAC SYNTHETIC: Class D & E Floating-Rate Notes Get D Ratings
BGR CORP: Taps Epstein Weber to Replace Sellers & Anderson
BMC INDUSTRIES: Banks Further Extend Waiver Until November 14

BURLINGTON INDUSTRIES: ASM Capital Buys 12 Claims Totaling $1.3M
CALYPTE: Receives LOI for $4MM Purchase Order from World Vision
CHART INDUSTRIES: Emerges from Prepack. Bankruptcy Proceedings
CENTRAL UTILITIES: Files for Chapter 11 Protection in E.D. Texas
CENTRAL UTILITIES: Case Summary & 7 Largest Unsecured Creditors

CHIPPAC INC: Will Publish Third-Quarter Results on October 29
CONE MILLS: WL Ross Offers to Purchase All of Company's Assets
CONE MILLS: S&P Drops Rating to D After Interest Nonpayment
CONSECO FINANCE: US Bank and Wells Want to Alter Financing Pacts
CONSECO: S&P's CCC+ Counterparty Credit Rating on Watch Positive

CONSTELLATION BRANDS: Will Publish Q2 Results by Month-End
COVANTA ENERGY: Court Approves Mezerhane et al., Settlement Pact
DELTA FIN'L: Calls Morrison's Countersuit "Completely Baseless"
ENRON CORP: Seeks Go-Signal to Terminate Employee Benefits Trust
EQI FINANCING: Fitch Rates Class C Bonds at Speculative Level

EXIDE TECHNOLOGIES: Court Approves Amended Disclosure Statement
FURR'S RESTAURANT: Texas Court Confirms Plan of Reorganization
GENERAL DATACOMM: Emerges from Bankruptcy Proceedings
GENERAL DATACOMM: Implements One-for-Ten Reverse Stock Split
GMAC COMM'L: Fitch Takes Rating Actions on Series 1999-C1 Notes

HARVEST NATURAL: Inks Pact to Sell 34% Interest in LLC Geoilbent
IMPERIAL PLASTECH: Court Extends CCAA Protection Until Nov. 30
INT'L ISOTOPES: Completes Shareholder Rights Offering
IVACO INC: Commences Restructuring Under CCAA in Ontario
IVACO: Steelworkers Will be Involved in Company's Restructuring

KB HOME: Third Quarter Results Reflect Significant Improvement
KMART CORP: Secures Court Clearance for JDA Settlement Agreement
KNOWLES ELEC.: S&P Revises Outlook to Positive over Refinancing
LENNAR CORP: Reports Improved Third Quarter 2003 Performance
LTWC CORP: Ex-Auditor BDO Seidman Airs Going Concern Uncertainty

MAGELLAN HEALTH: Wants to Reject New York Regional Center Lease
MET-COIL SYSTEMS: Wants Court to Fix November 14 Claims Bar Date
METRIS COMPANIES: Consummates Sale of $590 Million Portfolio
METRIS COS.: Replaces $610 Million ABS Debt from Metris Master
MILLER INDUSTRIES: NYSE Accepts Plan to Meet Listing Guidelines

MIRENCO INC: Hires Stark Winter as New Independent Accountants
NORSTAN INC: August 2 Working Capital Deficit Tops $18 Million
NORTHWESTERN CORP: Receives Court Approval of First Day Motions
NRG ENERGY: Stone & Shaw Constructors Want Examiner Appointed
OHIO CASUALTY: CEO Will Present at Morgan Stanley Conference

OWENS-ILLINOIS: Building Glass Container Plant in Windsor, Colo.
PACIFIC GAS: Reaches Rate Case Settlement with Consumer Groups
PATCH SAFETY: Initiates Financial and Management Restructuring
PCS RESEARCH: Shoos-Away Grant Thornton and Hires Peterson & Co.
PG&E NATIONAL: Court Okays Whiteford Taylor as Local Counsel

PHOTOCHANNEL: Closes $2.7MM Private Placement of Common Shares
PILLOWTEX: Court Okays Proposed De Minimis Asset Sale Protocol
PRIMUS TELECOMMS: Redeeming $33.6 Million of 11.75% Senior Notes
QUIN-T CORP: Unknown Creditors' Claims Bar Date Set for Sept. 26
ROMNET SUPPORT: Company to be Sold at Public Foreclosure Sale

SAFETY-KLEEN: Sale of Waste Facilities to Energis for $5M Okayed
SEMCO ENERGY: Inks Definitive Pact to Sell Alaska Pipeline Co.
SFMB ACQUISITION: October 3, 2003 Fixed as Claims Bar Date
SMART & FINAL INC: Divests Food & Supply Merchant Repositions
SPIEGEL GROUP: Independent Examiner Discloses Irregularities

STOCKHORN CDO: S&P Ratchets Class E Notes Rating to BB- from BB
SUREBEAM: Names Terrance Bruggeman New Chief Executive Officer
TITAN: Acquisition by Lockheed Spurs S&P to Keep Ratings Watch
TRICO MARINE: Completes Asset Sale to Enhance Liquidity Position
TRICO MARINE: S&P Says Ratings Unaffected by Sale of Vessels

TWINLAB CORP: Seeks Nod to Tap P.J. Solomon as Investment Banker
UNITED AIRLINES: Court Approves Implementation of Selective KERP
US FLOW CORP: Look for Schedules and Statements by October 12
U.S. WIRELESS DATA: Secures $2.75-Mill. Bridge Loan from Brascan
VIRCO MFG. CORP: Wells Fargo Waives Second Quarter Covenants

WARNACO GROUP: Third Point Management Discloses 5% Equity Stage
WEIRTON STEEL: Solid Waste Demands Decision on Disposal Contract
WICKES INC: Nasdaq Will Delist Shares from SmallCap Market
W.R. GRACE: Montana Dist. Court Orders Debtor to Pay $54.5 Mill.

* Unions Propose Protection for Workers of Bankrupt Companies

* DebtTraders' Real-Time Bond Pricing

                          *********

ACTERNA CORP: Plan Filing Exclusivity Extended Until December 31
----------------------------------------------------------------
Acterna Corp., and its debtor-affiliates obtained approval from
the Court to extend their Exclusive Periods. The Debtors have the
exclusive right to file a Plan until December 31, 2003, and the
exclusive right to solicit acceptances of that Plan from creditors
until February 28, 2004.

The Debtors have filed a reorganization plan and disclosure
statement on August 4, 2003.  But out of abundance of caution,
the Debtors believe that the current deadline to present a plan
should be extended should the Plan not be confirmed or be
confirmed but not effective. (Acterna Bankruptcy News, Issue No.
9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADVANCE AUTO: S&P Ups Corporate Credit Rating One Notch to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Advance
Auto Parts, Inc. and Advance Stores Co. Inc. (the primary
operating subsidiary). The corporate credit rating was raised to
'BB' from 'BB-'. The outlook is positive. Approximately $532
million of debt is affected by this action.

"The upgrade reflects Advance Auto's continued improvement in
operating performance and reduced debt levels that has led to
improved credit protection measures," said Standard & Poor's
credit analyst Patrick Jeffrey. The integration of Discount Auto
Parts has continued to go well, with the full integration of non-
Florida stores completed and systems and re-merchandising
initiatives in the Florida stores accomplished. Standard & Poor's
believes Advance Auto will continue to generate significant free
cash flow in future years that should result in further debt level
reductions and improved credit protection measures.

The ratings on Roanoke, Virginia-based Advance Auto Parts and its
primary operating subsidiary, Advance Stores, reflect the
company's aggressive acquisition history and somewhat high
leverage. These risks are mitigated by Advance's leading position
in the auto supply retail segment, improved operating performance
in the past two years, and its success in integrating previous
acquisitions.

Liquidity is provided by a $160 million revolving credit facility,
most of which was available as of July 12, 2003, and cash of about
$46 million as of July 12, 2003. Advance is also expected to
continue to generate significant free cash flow in future years.

In April 2003, the company refinanced its subordinated debt and
senior discount notes with bank debt. While this structure
increases annual bank loan amortization somewhat, these maturities
are expected to be funded through internally generated cash flow
and borrowings under the revolving facility.


AFC ENTERPRISES: Will Publish Mid-Quarter Update for Q3 Friday
--------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced that its
mid-quarter business update for the third quarter 2003 will be
released before the market opens on Friday, September 19, 2003.

The 2003 mid-quarter business update will focus on AFC's
performance in the first two periods of the third quarter 2003,
which concluded on September 7, 2003, in addition to providing an
overall update on the business.

AFC Enterprises, Inc. is the franchisor and operator of 4,006
restaurants, bakeries and cafes as of July 14, 2003, in the United
States, Puerto Rico and 35 foreign countries under the brand names
Popeyes(R) Chicken & Biscuits, Church's Chicken(TM), Cinnabon(R)
and the franchisor of Seattle's Best Coffee(R) in Hawaii, on
military bases and internationally. AFC's primary objective is to
be the world's Franchisor of Choice(R) by offering investment
opportunities in highly recognizable brands and exceptional
franchisee support systems and services. AFC Enterprises had
system-wide sales of approximately $2.7 billion in 2002 and can be
found on the World Wide Web at http://www.afce.com  

                         *      *      *

As reported in Troubled Company Reporter's September 1, 2003
edition, Moody's Investors Service lowered all ratings of AFC
Enterprises:

  * $275 million secured credit facility rating to B1 from Ba2,

  * Senior implied rating to B1 from Ba2, and the

  * Long-term issuer rating to B2 from Ba3.

With approximately $275 million of debt affected, all ratings
remain under review for possible further downgrade.


AIR CANADA: Request Court to Fix November 15 Claims Bar Date
------------------------------------------------------------
Air Canada and its debtor-affiliates ask Mr. Justice Farley to
establish guidelines for the filing of claims against their
estates.  These claims will then be determined for voting and
distribution purposes under a Plan of Arrangement that the
Applicants will present.

While the Applicants have not yet filed a Plan with the Court,
they believe that the establishment and commencement of a claims
process for creditors will expedite their restructuring process.  
Murray A. McDonald, President of Ernst & Young Inc., the Court-
appointed monitor, informs Mr. Justice Farley that the Applicants
are currently unable to estimate the value of claims, which will
be filed as there are numerous issues to be encountered with
respect to the nature and valuation of such claims.  Undertaking
the process of calling for, reviewing and ultimately determining
the universe of claims will allow the Applicants to move the
development of the Plan and the determination of the value of
creditors' claims in parallel.

"Ultimately this will permit the Applicants to establish a
timetable for voting on a Plan, which provides a reasonable
opportunity for the creditors and other stakeholders to review
and discuss the Plan as required while avoiding any undue delay
as a result of the time required to ultimately determine the
value of creditors' claims.  In addition, having this information
available to the Applicants earlier in the process of developing
its Plan will allow a more refined Plan to be initially developed
and presented," Mr. McDonald says.

Mr. McDonald relates that the claims process will establish the
claims against the Applicant as at April 1, 2003 as well as
claims arising out of the repudiation or termination by an
Applicant of contract, leases or any other such agreements after
April 1, 2003.  The Applicants expect that Pre-Filing Claims may
be received from:

   * Trade Creditors -- Preliminary analysis conducted to date by
     the Applicants suggest that they owe $350,000,000 to 7,000
     creditors who supplied goods and services before April 1,
     2003;

   * Lenders/Bondholders -- The Applicants' records indicate that
     the amount of outstanding bank, bond or other indebtedness
     is $4,200,000,000 including $1,300,000,000 of claims that
     may be subordinated to some or all of the other unsecured
     claims depending on legal interpretation;

   * Employees -- There are currently numerous grievances filed
     by the Applicants' employees or unions relating to claims
     which existed or events which occurred before April 1, 2003.  
     Certain of these grievances date as far back as 1981.  
     Currently, the Applicants and their labor unions have not
     agreed on an alternative process to resolve these
     outstanding grievances.  The Applicants expect that
     grievances arising before April 1, 2003 will be treated
     similarly to any other claims against them that arise before
     April 1, 2003 and that the Pre-Filing Claims will be filed
     in accordance with the proposed process.  However, in the
     event a consensual resolution of these issues is reached,
     the Applicants note that there is adequate time to seek
     approval of such settlement from the Court before the
     proposed deadline for filing claims; and

   * Litigants -- There are numerous litigation type claims
     outstanding against the Applicants relating to issues
     arising on or before April 1, 2003.  The Applicants have
     insurance in place with respect to some of the claims, but
     not all.  The Applicants expect that claims will be filed
     for all non-insured litigation.  As many of these claims are
     in the preliminary stages, the Applicants, however, cannot
     estimate the potential value of these claims.

The Applicants expect that Restructuring Claims may be received
from numerous creditors, including, in particular:

   * Aircraft Lessors -- The Applicants have undertaken an
     extensive process involving the repudiation or renegotiation
     of aircraft leases with a view to reducing aircraft leasing
     costs to current market rates.  As the renegotiation process
     is still ongoing, the Applicants are unable to estimate the
     value of the Restructuring Claims they expect to receive in
     respect of these renegotiations at the current time.  They,
     however, expect the total claim amount to be significant;

   * Trade Suppliers/Real Property Lessors -- The Amended and
     Restated Initial CCAA Order provides that the Applicants may
     terminate premises leases or terminate arrangements or
     agreements in the course of their restructuring and deal
     with the consequences in the Plan.  The Applicants have and
     continue to work through the process of reviewing all of
     their existing contracts, leases and agreements to determine
     whether there are opportunities to reduce the cost base.  As
     a result, the Applicants have terminated several contracts
     and renegotiated several others.  This review process is
     still ongoing.  The Applicants are unable to estimate the
     value of Restructuring Claims which may be filed in
     connection with these repudiations and renegotiations; and

   * Employees -- The Applicants negotiated amendments to their
     collective agreements under the Court-supervised mediation
     process directed by Mr. Justice Warren Winkler, which
     allowed them to reduce future labor costs.  The Applicants
     may receive Restructuring Claims from certain employees with
     respect to these concessions.  If those claims are filed,
     the Applicants will review the claims together with their
     counsel and the Monitor, to determine the validity and to
     estimate the value of such claims.

Creditors holding these claims are excluded from filing any proof
of claim:

   (a) Claims secured by the "Administration Charge", the "CCAA
       Lender's Charge", the CIBC charge, and the "Directors'
       Charge" in accordance with the Amended and Restated
       Initial CCAA Order;

   (b) that portion of a claim arising from a cause of action for
       which the Applicants are fully insured;

   (c) claims which are the subject of a deemed trust created
       pursuant to the Pension Benefits Standards Act, 1985,
       R.S.C. 1985, c.32 (Second Supplement); and

   (d) any other claim which is designated as an Excluded Claim
       by the Plan or any Court order.

In the past, normal practice in a CCAA restructuring has been to
include material calling for the submission of proofs of claim
with the Plan when the information circular was distributed to
stakeholders.  In Air Canada's case, however, Mr. McDonald
maintains that there is a significant benefit to calling for
claims from the creditors in parallel with the formulation of the
Plan.  The large number of creditors and the complexity of the
issues expected to be encountered in respect of these claims
suggest that it may take a significant period of time to review
and value claims.  The delay associated with not undertaking a
call for claims until the Plan is distributed could result in an
unusually long time period between the filing of the Plan and the
creditors' meetings held to consider and vote on the Plan.  

                      Notice To File Claims

The Applicants propose that any creditor asserting a claim which
arose on or before September 17, 2003 be required to file a proof
of claim with the Monitor before 5:00 p.m. on November 15, 2003.  
The Applicants will propose a supplemental deadline for filing
claims arising after September 17, 2003 at a later date.

Known creditors will be notified of the requirement to file
proofs of claim before November 15, 2003 by these means:

   (a) The Applicants will distribute proof of claim forms and
       related instructions and filing information by regular
       mail to all known creditors, other than employees, no
       later than September 30, 2003;

   (b) The Applicants will send a copy of the Proof of Claim
       Package to the counsel of each union no later than
       September 30, 2003.  The unions will then coordinate the
       copying, distribution, completion and filing of a Proof of
       Claim for each represented employee;

   (c) The Applicants will send a notice by September 22, 2003 to
       each party identified to them by the Canadian Depository
       for Securities Limited and the Depository Trust and
       Clearing Corporation as holding securities issued by an
       Applicant as of August 31, 2003.  The Notice will advise
       the CDS/DTC Participant of the Applicants' CCAA
       proceedings and request the CDS/DTC Participant to provide
       information regarding its clients for whose account it
       held securities of an Applicant:

       (1) The full name of the client;

       (2) The type of security beneficially owned by the client
           as of August 31, 2003;

       (3) The face value of the securities beneficially owned by
           the client on August 31, 2003;

       (4) The full mailing address of the client; and

       (5) The telephone number and facsimile number of the
           client, if known.

       The Applicants will not request information with respect
       to clients who have specifically provided written
       instructions to the CDS/DTC Participant not to disclose
       personal information.  Nevertheless, the Applicants will
       require the CDS/DTC Participant to disclose the total
       number of Protected Clients and the types and face value
       of securities the Protected Clients held as of August 31,
       2003.

       The Applicants will then send a Proof of Claim Package to
       each client identified by a CDS/DTC Participant by
       ordinary mail as soon as practicable and send to each
       CDS/DTC Participant a Proof of Claim Package for each
       Protected Client identified by the CDS/DTC Participant.  
       The CDS/DTC Participant will forward the Package to the
       Protected Clients;

   (d) The Applicants will place notices addressed to all
       potential creditors in major newspapers including
       The Globe and Mail (National Edition), The National Post,
       La Presse (a French translation) and The Wall Street
       Journal (National Edition) on two separate days;

   (e) The Applicants will post a notice addressed to 6-3/8%
       DM 200,000,000 Interest Adjustible Subordinated Bonds
       1987ff, 6-5/8% DM 200,000,000 Bearer Bonds of 1998/2005
       and 10% EUR 150,000,000 Bearer Bonds of 2001/2006 before
       September 30, 2003 in the Federal Gazette (Bundesanzeiger)
       of the Federal Republic of Germany;

   (f) The Applicants will post a notice addressed to 10.25%
       Euro 200,000,000 Senior Notes before September 30, 2003 in
       the Luxembourg Wort;

   (g) The Applicants will post a copy of the Proof of Claim
       Package on their website and that of their counsel from
       September 22, 2003 until the first date approved by the
       Court for meetings of their creditors;

   (h) The Applicants will post a notice on their internal
       employee Intranet advising employees of where to obtain a
       copy of the Proof of Claim Package; and

   (i) The Monitor will send a copy of the Proof of Claim
       Package, by ordinary mail, as soon as practicable after
       receipt of a request for a package, to any person claiming
       to be a creditor and requesting such material before the
       November 15, 2003 Bar Date.

                 Submission and Review of Claims

Creditors will be asked to submit their proofs of claim to the
Monitor.  The Monitor will supervise the receipt, collection and
examination of claims with the assistance of the Applicants.

In consultation with the Applicants and its counsel, the Monitor
may:

     (i) admit any claim in its entirety;

    (ii) revise the claim for voting or distribution purposes; or

   (iii) disallow the claim for voting or distribution purposes.

Creditors whose claims have been revised or disallowed will
receive a "Notice of Revision or Disallowance".  Notices of
Revision or Disallowance with respect to Claims arising by
September 17, 2003 will be distributed by the Monitor no later
than 35 days before the date set for the meetings of creditors.  
Creditors who intend to dispute a Notice of Revision or
Disallowance must deliver a Dispute Notice to the Monitor within
ten days of the Notice of Revision or Disallowance.  Upon receipt
of a Dispute Notice, the Monitor, in consultation with the
Applicants, may attempt to consensually resolve the issue with
the creditor or deliver a copy of the Creditor's Dispute Notice
to a supervising claims officer to be appointed by the
Applicants.

                          ACPA Objects

The claims procedure is not acceptable to the Air Canada Pilots
Association.  Richard B. Jones, Esq., at Jones, Rogers LLP, in
Toronto, Ontario, explains that the proposed claims procedure has
important areas in which the rights of creditor claimants are
left quite ambiguous.

Mr. Jones asserts that the Claims Procedure will require careful
study, comment and communication between the Applicants and the
ACPA before it can be settled in proper form.  The proposed
procedures profoundly affects the rights of all creditors of Air
Canada and their comments must be reflected in it. (Air Canada
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ALAMOSA: Planned Debt Restructuring Prompts S&P to Lower Ratings
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on Alamosa
Holdings Inc. (an affiliate of Sprint PCS) and related entities
following the company's announcement of its financial
restructuring plan. All ratings for Alamosa were placed on
CreditWatch with negative implications. The corporate credit
rating on Alamosa is 'CC'.

The actions are based on Alamosa's proposed financial
restructuring plan, which includes an offer to exchange $650 in
new senior notes and $250 in convertible preferred stock for
$1,000 in accreted value of all of the company's existing bonds.
The deal also proposes a prepackaged Chapter 11 reorganization
plan that would be executed if at least 97% of bondholders do not
consent to the exchange offering. In the event of a Chapter 11
reorganization, bondholders are expected to receive the same
consideration as in the previously described exchange offer.

"Because the consideration being offered by the company in
exchange for the existing debt represents a discount to its
accreted value, Standard & Poor's would view completion of the
deal as a distressed exchange and tantamount to a default on
original debt issue terms," explained credit analyst Eric Geil.
"The company's intent to execute a prepackaged Chapter 11
reorganization in order to effect the exchange offer increases the
distressed characteristics of the transaction."

Upon completion of the exchange offering, the corporate credit
rating on Alamosa will be lowered to 'SD', denoting a selective
default, and the senior unsecured debt ratings will be lowered to
'D'. Subsequent to the selective default or bankruptcy filing,
Standard & Poor's expects to reassign the 'CCC+' corporate credit
rating because of weak wireless business conditions, despite the
planned $240 million debt reduction.


ALLIANCE COMMS: Wants to Continue Hiring Ordinary Course Profs.
---------------------------------------------------------------
Alliance Communications, Inc., and its debtor-affiliates are
seeking approval from the U.S. Bankruptcy Court for the District
of Delaware to continue the employment of the professionals they
utilize in the ordinary course of their businesses.

The Debtors' ability to facilitate continued effective business
operations under Chapter 11 protection, allowing the Debtors to
effectuate the sale of the Alliance LP Assets and secure the
confirmation of the Prepackaged Plan is dependent, in large part,
upon the uninterrupted supply of services furnished by the
ordinary course professionals who supply services beyond the scope
of Chapter 11 counsel. For instance, the Debtors have ordinary
course needs for small but distinctive areas of legal advice; such
as, corporate legal advice, advice on the Federal Communications
Commission (FCC) and for the prosecution of bad check cases and
other routine minor matters.

The Debtors are concerned that some of the ordinary course
professionals may either refuse or be unable to do business with
them following the filing of these Chapter 11 cases unless the
amounts owed to the ordinary course professionals are paid on a
timely basis. If the Debtors are not able to secure the
uninterrupted supply of these services, their efforts at
continuing effective business operations in order to sell the
Alliance LP Assets will be severely handicapped or permanently
undermined to the significant detriment of the Debtors, their
estates and their creditors.

The Debtors have identified about:

     a) $30,000 in expenses that may need to be paid to B&H LLP,
        an ordinary course professionals that provide corporate
        advice to the Debtors;

     b) $20,000 in expenses that may need to be paid to Cole
        Raywird who provides FCC advice to the Debtors; and

     c) $15,000 in expenses that may need to be paid to local
        counsel for the prosecution of minor debt collection
        cases and other routine matters during the Chapter 11
        process in order to assure the Debtors of their ability
        to continue to operate their businesses.

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


AM COMMS: Has Until October 4 to File Schedules & Statements
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave AM
Communications 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 4, 2003, to file their Schedules of Assets and Liabilities
and Statements of Financial Affairs.

Headquartered in Quakertown, Pennsylvania, AM Communications,
Inc., and its debtor-affiliates provide services to the
television, cable and wireless industry, their services include
installation and maintenance of television lines and wireless
systems in the Northeastern and Southeastern parts of the U.S. The
Company filed for chapter 11 protection on August 28, 2003 (Bankr.
Del. Case No. 03-12689).  Steven M. Yoder, Esq., Neil B. Glassman,
Esq., and Christopher A. Ward, Esq., at The Bayard Firm represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $29,886,155 in
total assets and $25,641,048 in total debts.


AMERCO: Wants Go-Signal to Assume 2 Imperial Finance Agreements
---------------------------------------------------------------
In April 2003, Amerco and U-Haul International, Inc., entered
into two premium finance agreements with Imperial Premium
Finance, Inc.  Under the Premium Finance Agreements, Amerco
financed $23,436,835 in insurance premiums for the policies,
payable in nine combined monthly installments equal to $2,647,474
from May 1, 2003 through January 1, 2004.  As of the Petition
Date, Amerco was current in its payment obligations under the
Premium Finance Agreements, and has remained current
postpetition.

Pursuant to Section 365 of the Bankruptcy Code, the Debtors ask
the Court to:

   (a) authorize Amerco's assumption of the two Premium Finance
       Agreements with Imperial;

   (b) grant Imperial the right to cancel the Premium Finance
       Agreements in the event that Amerco does not make timely
       payments under the Premium Finance Agreements;

   (c) grant Imperial a security interests in all rights, title
       and interest to the Policy; and

   (d) authorize Amerco to enter into similar premium finance
       arrangements with Imperial as the need for insurance
       premium financing arises in the ordinary course of the
       Debtors' businesses.

Bridget R. Peck, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, contends that Amerco's assumption of the Premium
Finance Agreements will not subject any of the Debtors' creditors
to economic risks of a nature different than those that have
previously been accepted because all creditors know, or should
know, that Amerco is subject to extensive business insurance
requirements, and the Premium Finance Agreements are merely a
mechanism to finance those insurance costs.  Indeed, if Amerco
were to discontinue payments under the Premium Finance Agreements
-- thereby risking cancellation of the Policies, its business
operations and by extension, its creditors, would be subjected to
far greater risks than any risk associated with Amerco's request.

In addition, Ms. Peck argues that:

   (a) The risk that any creditor will be prejudiced by Amerco's
       continued payment under the Premium Finance Agreements is
       remote as Amerco's obligations arising under the Premium
       Finance Agreements are small compared to the total amount
       of its outstanding indebtedness;

   (b) It is neither uncommon nor unusual for companies like
       Amerco and U-Haul to enter into insurance premium
       financing arrangements as a cost-spreading measure to
       ensure the maintenance of adequate business insurance
       coverage to conduct their business operations;

   (c) The Debtors does not believe that the Premium Finance
       Agreements contain any terms that are unusual in these
       types of transactions, as they were negotiated between
       the parties at arm's length; and

   (d) Amerco relies heavily on the ability to obtain, and
       therefore to finance, sufficient insurance coverage from
       time to time in the ordinary course of its business
       operations. (AMERCO Bankruptcy News, Issue No. 7;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMES: Court Fixes Uniform Monroeville Property Bidding Protocol
---------------------------------------------------------------
At the Ames Department Stores Debtors' request, the Court requires
any party wishing to submit a higher and better offer for the
Monroeville Property to deliver its bid in writing to:

        (1) The Debtors' co-bankruptcy counsel
            ----------------------------------
                Togut, Segal & Segal LLP,
                One Penn Plaza,
                New York, New York, 10119,
                Attention: Neil Berger, Esq.

        (2) The Debtors
            -----------
                Ames Department Stores
                40 Cold Spring Road,
                Rocky Hill, Connecticut 06067,
                Attention: Mr. Rolando de Aguiar

        (3) Counsel for PDMS
            ----------------
                Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A.,
                Towers at Erieview, Suite 2600,
                1301 East Ninth Street,
                Cleveland, Ohio 44114,
                Attention: Richard S. Rivitz, Esq.

        (4) Counsel for the Committee
            -------------------------
                Otterbourg Steindler Houston & Rosen, P.C.,
                230 Park Avenue,
                New York, New York 10169,
                Attention: Scott L. Hazan, Esq.

        (5) Counsel for KIMCO
            -----------------
                Morgan Lewis & Bockius LLP
                101 Park Avenue, 46th Floor,
                New York, New York 10178-0060,
                Attention: Neil Herman, Esq.

        (6) Counsel for the IDA
            -------------------
                George Young, Esq.,
                633 Long Run Road,
                McKeesport, Pennsylvania 15132

        (7) Counsel for Prudential
            ----------------------
                Alston & Bird, LLP,
                1201 West Peachtree Street,
                Atlanta, Georgia 30309,
                Attention: Steven D. Collier, Esq.

        (8) Everest
            -------
                Westgate Corporate Center,
                477 Martinsville Road,
                Liberty Center, New Jersey 07938,
                Attention: Richard E. Buckley, Esq.

        (9) The Easement Party
            ------------------
                Monroeville Zamagias Limited Partnership,
                336 Fourth Avenue, The Times Building,
                Pittsburgh, Pennsylvania 15222,
                Attention: Marcus Zamagias

All bids must be received not later than 5:00 p.m. on
September 23, 2003.

The Court also rules that only qualified bids will be eligible to
participate in the Auction on September 25, 2003.  A qualified
bid must:

   (a) be on substantially the same terms as contained in the
       Purchase Agreement, other than the $1,700,000 purchase
       price;

   (b) exceed the purchase price recited in the Purchase
       Agreement by at least $134,000;

   (c) be accompanied by a certified check or money order payable
       to, or complete a wire transfer of funds to, Togut, Segal
       & Segal LLP, as attorneys for the Debtors, which is equal
       to 10% of the purchase price of the bid, to be held in
       escrow and be:

       * applied toward the purchase price if the bid is approved
         by the Court and automatically deemed non-refundable;

       * retained by the Debtors if the sale is approved by the
         Court, but the successful Bidder fails to timely close;

       * refunded in full after the 11th day following the Sale
         Hearing if the bid is not approved, unless that bid is
         the second highest and best bid, as determined by the
         Debtors, in which case the Deposit will be refunded one
         business day after the closing on the sale of the
         Property to the successful Bidder; or

       * utilized for the Break-Up Fee payment to PDMS as
         authorized by the Court;

   (d) remain open and irrevocable until 11 days following the
       Sale Hearing, and the second highest and best bid will
       remain open and irrevocable until a closing on the sale of
       the Property, so that it may be accepted and consummated
       subject to an appropriate Court order if the bid selected
       and approved by the Court at the Sale Hearing is not
       consummated;

   (e) provide for the closing to occur not later than 15 days
       after the Court enters an order authorizing the sale of
       the Property to the successful Bidder;

   (f) contain proof of the bidder's financial capability to pay
       the balance of the purchase price approved by the Court to
       the reasonable satisfaction of the Debtors; and

   (g) be considered a "firm bid" and not contain any due
       diligence or financial contingencies, or any material
       contingencies or conditions precedent other than those set
       forth in the Purchase Agreement.

The Court directs that, after the initial offers, all bidding at
the Auction by Qualified Bidders will proceed in increments of at
least $50,000, provided that following the commencement of the
Auction, the Debtors, in consultation with Kimco and the
Committee, may vary the amount of the Subsequent Bid Increment as
necessary or desirable for their estates. (AMES Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APARTMENT INVESTMENT: Board Declares Preferred Stock Dividends  
--------------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV) a Denver-
based owner and operator of apartment communities, announced that
its Board of Directors has declared dividends on its Class D, G
and T Cumulative Preferred Stock and on its Class P Convertible
Cumulative Preferred Stock.  Dividend information follows:

Class of            Beginning of         End of         Per Share
Preferred Stock    Dividend Period  Dividend Period     Dividend
                                                        Declared
---------------    ---------------  ---------------     ----------
8-3/4% Class D
   Preferred        July 15, 2003   October 14, 2003    $0.546875

9-3/8% Class G
   Preferred        July 15, 2003   October 14, 2003    $0.5859375

8% Class T
   Preferred        July 31, 2003   October 14, 2003    $0.4167

9% Class P
   Preferred        July 15, 2003   October 14, 2003    $0.5625

Dividends on shares of Class D, G and T Cumulative Preferred Stock
and Class P Convertible Cumulative Preferred Stock are payable on
October 15, 2003 to shareholders of record on October 1, 2003.

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


APARTMENT INVESTMENT: Tom Novosel Steps Down as SVP and CAO
-----------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV) announced
that Tom Novosel, senior vice president and chief accounting
officer, has resigned effective September 15, 2003.  

Mr. Novosel has chosen to return to Chicago, in order to live
closer to his children, and return to public accounting.  Mr.
Novosel will be joining the firm BDO Seidman LLP.  "Tom made
significant contributions while at Aimco, and we are sorry to see
him go," said Terry Considine, Aimco's chairman and chief
executive officer.  "We wish him the best in his new endeavor and
understand the priority of family."

Aimco is actively engaged in a search to fill the chief accounting
officer position.  In the interim, Aimco's corporate controllers
will report to Paul McAuliffe, Aimco's chief financial officer.

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


APOGENT TECHNOLOGIES: Commences Tender Offer for 8% Senior Notes
----------------------------------------------------------------
Apogent Technologies Inc. (NYSE: AOT) commenced a cash tender
offer and consent solicitation for all of its $325 million
principal amount of 8% Senior Notes due 2011.

Under the terms of the tender offer, Apogent is offering to
purchase the Notes at a price for each $1,000 principal amount
tendered equal to the present value on the early settlement date
of the principal and interest that would accrue until maturity,
determined by reference to a fixed spread of 100 basis points over
the bid-side yield to maturity of the 4.25% United States Treasury
Note due August 15, 2013, minus the $30.00 consent payment
described below.

The pricing of the tender offer is expected to occur on Thursday,
September 25, 2003 at 2:00 p.m., New York City time. The tender
offer will expire at 5:00 p.m., New York City time on October 15,
2003, unless extended by Apogent.

In conjunction with the tender offer, Apogent is soliciting
consents from holders of the Notes to eliminate certain
restrictive covenants and events of default under the Indenture
and the Notes, as further detailed in the Offer to Purchase and
Consent Solicitation Statement dated September 16, 2003. Any
holder who tenders Notes pursuant to the tender offer must also
deliver a consent to the proposed amendments to the Indenture.
Holders who validly tender their Notes pursuant to the tender
offer will be deemed to have delivered their consents by such
tender. Holders who tender their Notes on or prior to 5:00 p.m.,
New York City time on September 25, 2003, will also be eligible to
receive the consent payment, which is equal to $30.00 per $1,000
principal amount of Notes.

Subject to the terms and conditions of the tender offer and the
consent solicitation, holders who validly tender their Notes and
thereby deliver their consents on or prior to 5:00 p.m., New York
City time, on the Consent Date will be paid in respect of Notes
accepted for purchase the total consideration (namely the Tender
Offer Consideration and the consent payment), on the early
settlement date, which is expected to be the date on or promptly
after Apogent first accepts tendered Notes after the Consent Date.
Subject to the terms and conditions of the tender offer and the
consent solicitation, holders who validly tender their Notes after
the Consent Date, but on or prior to the Expiration Date, will
only be paid in respect of Notes accepted for purchase the Tender
Offer Consideration on the final settlement date, which is
expected to be promptly after the Expiration Date. In addition to
the Tender Offer Consideration, holders whose Notes are purchased
in the tender offer will also receive accrued and unpaid interest
from the last interest payment date to, but not including, the
applicable settlement date, payable on the applicable settlement
date.

Consummation of the tender offer, and payment of the Tender Offer
Consideration and consent payment, is subject to the satisfaction
or waiver of various conditions. The offer and the solicitation
are not subject to any financing condition or minimum condition.
The Company intends to use borrowings under its $500 million
revolving credit facility or proceeds from a new offering of
securities, together with other available funds, to fund the
purchase of the Notes and the payments for consents in connection
with the tender offer and the consent solicitation. Apogent's
borrowing cost under the revolving credit facility is currently
LIBOR plus 1.25%, which today would be equal to approximately 2.4%
per annum. To the extent that borrowings under the revolving
credit facility are used as the source of funds, subject to market
conditions and other factors, the Company may seek to repay such
borrowings with the net proceeds from a new offering of
securities. Statements contained in this press release regarding
the possibility of a new offering shall not constitute an offer to
sell or a solicitation of an offer to buy any securities. The
securities to be offered in any new offering may not be registered
under the Securities Act of 1933 and if so may not be offered or
sold in the United States, except pursuant to an applicable
exemption from such registration requirements.

Lehman Brothers is acting as the sole dealer manager for the
tender offer and solicitation agent for the consent solicitation.
The information agent for the tender offer and consent
solicitation is Georgeson Shareholder Services and the depositary
is The Bank of New York.

                         *     *      *

As reported in Troubled Company Reporter's September 1, 2003
edition, Moody's Investors Service withdrew the Ba1 rating of
Portsmouth, New Hampshire-based Apogent Technologies, Inc.'s $500
million bank credit facility maturing December 2005.

In July 2003, Apogent replaced this facility with a new five-year
$500 million bank credit facility maturing in 2008. The new bank
credit facility maturing in 2008 is not rated.

The remaining ratings of Apogent are unchanged:

   - Ba1 senior implied

   - Ba1 issuer rating

   - Ba1 senior unsecured notes of $325 million due 2011

   - Ba1 senior unsecured convertible notes of $300 million due
     2021

   - Ba2 senior subordinated notes of $250 million due 2013


APPLICA INC: Expects September Quarter Sales to Trail Estimates
---------------------------------------------------------------
Applica Incorporated (NYSE: APN) anticipates sales for the quarter
ending September 30, 2003 will fall short of management's earlier
estimates. Management now expects sales to be approximately $175
million for the third quarter.

Applica also reported that it had received a cash distribution of
$51.4 million related to the sale by its joint venture company,
Anasazi Partners, of its equity interest in ZonePerfect Nutrition
Company. The Company will use a portion of the proceeds to
repurchase an additional $25 million of its 10% notes in October
2003. Applica repurchased $30 million of such notes in July 2003.
Also, the Company is considering the payment of bonuses to two
members of senior management involved in the transaction, which
could partially offset the gain from the joint venture in the
third quarter.

Applica Incorporated and its subsidiaries (S&P, B+ Corporate
Credit Rating, Stable) are manufacturers, marketers and
distributors of a broad range of branded and private-label small
electric consumer goods. The Company manufactures and distributes
small household appliances, pest control products, home
environment products, pet care products and professional personal
care products. Applica markets products under licensed brand
names, such as Black & Decker(R), its own brand names, such as
Windmere(R), LitterMaid(R) and Applica(TM), and other private-
label brand names. Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean. The Company operates
manufacturing facilities in China and Mexico. Applica also
manufactures products for other consumer products companies.
Additional information regarding the Company is available at
http://www.applicainc.com  


AURORA FOODS: Continues Financial Restructuring Negotiations
------------------------------------------------------------
Aurora Foods Inc. (OTC Bulletin Board: AURF), a producer and
marketer of leading food brands, reported that, based upon
substantial progress made in discussions among the Company, its
creditors and J.W. Childs, the Company has requested that its
senior lenders and noteholders formally extend the forbearance
agreements which expired in accordance with their terms on
September 15, 2003.

While discussions continue, none of the Company's creditors has
taken any action to enforce remedies arising out of the Company's
decisions to defer paying interest on its outstanding senior
subordinated notes and to suspend its divestiture program.

The Company continues to receive funding under its receivables
facility and, as of September 15, 2003, the Company had liquidity
of approximately $34 million comprised of cash and availability
under the receivables facility. There also are more than 125
vendors with estimated annual purchases of $250 million who are
participating in Aurora's vendor lien program and the Company
believes it has sufficient liquidity to fund its operations
through completion of the restructuring.

As previously announced, Aurora is undertaking a comprehensive
financial restructuring to reduce its outstanding indebtedness,
strengthen its balance sheet and improve its liquidity. As part of
the restructuring, the Company entered into a definitive agreement
on July 11, 2003 with an affiliate of J.W. Childs Associates,
L.P., pursuant to which J.W. Childs agreed to make a $200 million
investment for a 65.6% equity interest in the reorganized Company.

Since the date of the announcement of the definitive agreement
with J.W. Childs, the Company has engaged, and continues to
engage, in discussions with J.W. Childs, the Company's senior
lenders and noteholders regarding the terms of the restructuring.
The Company believes that substantial progress is being made
towards consummating the restructuring. However, no assurance can
be given that this progress will continue, that its discussions
will lead to an agreement, that the conditions to closing the
restructuring will be satisfied, or that the restructuring
ultimately will be consummated. Moreover, if the restructuring is
consummated, it could be consummated on terms materially different
than the terms contemplated by the definitive agreement with J.W.
Childs.

Aurora Foods Inc., based in St. Louis, Missouri, is a producer and
marketer of leading food brands, including Duncan Hines(R) baking
mixes; Log Cabin(R), Mrs. Butterworth's(R) and Country Kitchen(R)
syrups; Lender's(R) bagels; Van de Kamp's(R) and Mrs. Paul's(R)
frozen seafood; Aunt Jemima(R) frozen breakfast products;
Celeste(R) frozen pizza and Chef's Choice(R) skillet meals. More
information about Aurora may be found on the Company's Web site at
http://www.aurorafoods.com


AVALON HOTEL: Paul Brenneke-Led Investor Group Takes Over Avalon
----------------------------------------------------------------
The Avalon Hotel & Spa on the Willamette River waterfront has been
purchased by Portland developer Paul Brenneke and a group of
investors, Brenneke said Tuesday.

Brenneke and his investor group purchased the popular luxury hotel
and spa and the adjacent Rivers Restaurant for a reported
$10.6-million in a Multnomah County deed dated Sept. 11, 2003,
according to Brenneke.

"We are very excited about the new beginning and new management of
the hotel, spa, and restaurant," said Brenneke. "This signals a
very positive new day for the Avalon."

According to court records, the former owners of the hotel, spa,
and restaurant filed bankruptcy in Multnomah County on Sept. 15.

The Avalon Hotel & Spa, located at 0455 S.W. Hamilton Court,
Portland, bears the distinction of being Oregon's only member of
the Small Luxury Hotels of the World.


AZCO MINING: PricewaterhouseCoopers Resigns as Accountants
----------------------------------------------------------
On September 5, 2003, PricewaterhouseCoopers LLP resigned as the
independent accountants for Azco Mining  Inc.  

PWC's reports on the Company's consolidated financial statements
as of and for the years ended June 30, 2002 and June 30, 2001
included a separate paragraph expressing substantial doubt
regarding the ability to continue as a going concern.

Azco Mining Inc., is a mining company incorporated in Delaware.
Its general business strategy is to acquire, explore and develop
mineral properties. The Company's principal assets are the 100%
owned Black Canyon Mica Project in Arizona and an interest in the
Piedras Verdes Project in Sonora, Mexico. The Company is currently
focused on producing high quality muscovite mica and feldspathic
sand that is produced as a by-product of mica.


AZTEC CRANE CORPORATION: Case Summary & 11 Unsecured Creditors
--------------------------------------------------------------
Debtor: Aztec Crane Corporation
        1511 W 34th Street
        Houston, Texas 77018-6213

Bankruptcy Case No.: 03-42844

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Tavaero Jet Center Inc.                    03-42846

Type of Business: Crane service for North-Central Texas

Chapter 11 Petition Date: September 9, 2003

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: Aaron Keiter, Esq.
                  Strother Keiter & Mulder, P.C.
                  4545 Mt. Vernon
                  Houston, TX 77006-5905
                  Tel: 713-706-3636
                  Fax: 713-706-3622

                               Total Assets:    Estimated Debts:
                               -------------    ----------------
Aztec Crane Corporation        $5,998,000       $1MM to $10MM
Tavaero Jet Center             $8,691,000       $100K to $500K   

A. Aztec Crane's Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
CIT Group                   Vendor                  $1,000,000

Financial Federal Credit,   Vendor                    $230,000
Inc.

Chase Small Business        Vendor                     $50,000               

CitiCapital                 Vendor                     $19,905

Charles O. Johnson          Rent                        $8,750

Bank One                    Vendor                      $5,070

City of Houston                                             $1            

Lewis Crane & Hoist, Ltd.   Vendor                          $1

B. Tavaero Jet Center's Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
City of Houston             Vendor                     $92,066

City of Arlington           Vendor                     $78,000

Aviall                      Vendor                      $1,023


BAC SYNTHETIC: Class D & E Floating-Rate Notes Get D Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
two tranches of BAC Synthetic CLO 2000-1 Ltd.'s floating-rate
notes due October 2005, and removed them from CreditWatch where
they were placed July 15, 2002.

The ratings reflect the valuation prices of previously defaulted
reference credits as well as credit deterioration in the $10
billion pool of reference credits. The notional amount of the
reference pool will be reduced as a result of the defaults.

The ratings also reflect the level of credit enhancement provided
by subordination, BAC's ability to meet its payment obligations as
issuer of the notes, and BAC's commitment to follow strict
guidelines established for maintenance of the pool of reference
credits.
  
        RATINGS LOWERED AND REMOVED FROM CREDITWATCH
   
                BAC Synthetic CLO 2000-1 Ltd.

     Class                                     Rating
                                           To          From
     D                                     D           CCC-/Neg
     E                                     D           CCC-/Neg


BGR CORP: Taps Epstein Weber to Replace Sellers & Anderson
----------------------------------------------------------
The independent auditor for BGR Corporation, Sellers & Anderson,
L.L.C. was dismissed by the Board of Directors on July 28, 2003.
The Board of Directors approved the decision to change the
Company's independent auditors.

Previously, the firm of Sellers & Anderson, LLC was BGR's
(formerly known as Cortex Systems Inc.) auditor of record through
the quarter ended March 31, 2003. The reports of Sellers &
Anderson, LLC on the financial statements of Cortex Systems Inc.
contained a going concern opinion on the financial statements for
the year ended June 30, 2002.

The Company retained the accounting firm of Epstein, Weber &
Conover, PLC to serve as independent accountants to audit its
financial statements beginning with the year ended June 30, 2003.
This engagement was effective July 28, 2003.


BMC INDUSTRIES: Banks Further Extend Waiver Until November 14
-------------------------------------------------------------
BMC Industries, Inc. (OTCBB:BMMI) announced that its bank group
has granted the company an additional 60-day waiver of required
compliance with certain covenants under its credit agreement.

The company's banks granted an initial two-week waiver to BMC 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.

The waiver also extends the time period for BMC to make certain
scheduled principal and fee payments and further defers all
interest payment obligations until November 14, 2003, the
termination date of this waiver extension. The agreement defers
interest totaling approximately $3.2 million, a combination of
interest payments deferred to date and further interest payments
coming due through November 14, 2003. The earlier agreement,
subject to certain conditions, had deferred interest payments
until September 15, 2003.

As previously announced, the banks and the company have agreed
that no additional borrowings will be extended during the waiver
period. Discussions continue between BMC, its banks and the
company's advisors, regarding a longer-term resolution of the
situation.

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 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: ASM Capital Buys 12 Claims Totaling $1.3M
----------------------------------------------------------------
As of August 19, 2003, 12 claims against Burlington Industries,
Inc., and its debtor-affiliates, have been transferred to ASM
Capital Inc. aggregating $1,352,625.  The Claims are:

   Transferor                                          Amount
   ----------                                          ------
   BB&T Factors Corp                                  $39,091
   Broach Bodle Kinley                                116,431
   Buffalo Color Corp                                 487,052
   Cotswald Industries                                116,431
   Defender Services                                   45,703
   Mount Vernon Mills                                 135,337
   Poly One                                           107,970
   Printcraft Company                                  14,985
   Sayre Enterprises                                   18,010
   Sherman Textile                                     24,785
   Sulzer Textile, Inc.                               219,556
   Union Transport/UTI United States                   27,274
                                                    ---------
      TOTAL                                        $1,352,625
(Burlington Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CALYPTE: Receives LOI for $4MM Purchase Order from World Vision
---------------------------------------------------------------
Calypte Biomedical Corporation (OTC Bulletin Board: CYPT), the
developer and marketer of the only two FDA approved HIV-1 antibody
tests that can be used on urine samples, as well as an FDA
approved serum HIV-1 antibody Western blot supplemental test, has
received a letter from World Vision Africa, one of the largest
NGOs (non-government organization) in Africa, outlining an intent
to purchase $4 million of Calypte's urine based HIV/AIDS tests.

In a letter dated September 16, 2003, Mr. Dida Guyo, Procurement
Officer for World Vision's Africa Regional Office in Nairobi,
Kenya, stated that World Vision Africa spends over $1 million
quarterly on HIV tests and that World Vision Africa commits to
change this quarterly purchase of HIV tests from the standard
blood tests to Calypte Biomedical's urine based HIV/AIDS test.

The purchase is contingent upon the imminent approval of Calypte's
urine based tests by the Kenyan National Laboratory.  Mr. Guyo
stated that since the urine tests have been approved by the FDA,
WHO and in neighboring Uganda, then he sees the Kenyan approval
process a formality.  Mr. Guyo also stated that there is strong
support in Africa for non-invasive HIV/AIDS tests.

Jay Oyakawa, President of Calypte stated, "We are aggressively
coordinating our efforts to receive final approval from the
Republic of Kenya and believe that approval is imminent."

World Vision is an international Christian relief and development
organization working to promote the well being of all people --
especially children. In 2002, World Vision offered material,
emotional, social and spiritual support to 85 million people in 96
countries.

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


CHART INDUSTRIES: Emerges from Prepack. Bankruptcy Proceedings
--------------------------------------------------------------
Chart Industries, Inc. (OTCPK:CTITQ) announced its consummation of
the joint prepackaged Plan of Reorganization, which had been
confirmed by an order of the United States Bankruptcy Court for
the District of Delaware entered on September 4, 2003.

As a result of the Plan's consummation, the Company's former
senior debt of approximately $256 million has been converted into
a $120 million term loan and an initial 95% equity ownership
position in the reorganized Company. Chart's former shareholders
are receiving 5% of the reorganized Company, with an opportunity
to acquire up to an additional 5% of equity under certain
conditions through the exercise of warrants. Additionally, all
general unsecured creditors will be paid in full on their
prepetition claims or otherwise have their prepetition claims
reinstated.

The Company's $40 million debtor-in-possession financing facility
has been converted into an amended and restated $40 million
revolving credit facility. This financing is expected to provide
the reorganized Company with sufficient funding to continue to
operate and meet its obligations.

As a result of the Plan consummation, William Allen, Chief
Restructuring Officer (and a principal with TRG, a crisis
management and turn-around firm engaged by the Company), has
assumed the position of Chart's interim CEO and is a new member of
Chart's Board of Directors.

Mr. Allen, commenting on the Reorganization, stated, "I am very
pleased with the work that was performed by the Senior Lenders,
the management team, employees, outside professionals and former
Board of Directors to complete the Plan of Reorganization and to
emerge from Chapter 11 in a little over two months. We were able
to complete the reorganization with no disruption to our
customers, suppliers and employees."

Allen added, "Concurrently with the Plan of Reorganization we have
been focusing on improving the performance of the Company's
various businesses and reducing the cost of operations. We still
have work to do to improve the return to the Company's
shareholders, but we are well under way to meeting our operational
restructuring goals."

"Chart has emerged from Chapter 11 with a new capital structure
and a solid balance sheet. The Company is now poised to take
advantage of the fundamental strength of its businesses. I look
forward to working with the new Board, senior management, the
employees and our business partners to return Chart to
profitability and achieve its full potential," Allen concluded.

Chart Industries, Inc. is a leading global supplier of standard
and custom-engineered products and systems serving a wide variety
of low-temperature and cryogenic applications. Headquartered in
Cleveland, Ohio, Chart has domestic operations located in nine
states and an international presence in Australia, China, the
Czech Republic, Germany and the United Kingdom.

For more information on Chart Industries, Inc. visit the Company's
Web site at http://www.chart-ind.com For more information on the  
Company's prepackaged Chapter 11 case, visit
http://www.bmccorp.net/chart


CENTRAL UTILITIES: Files for Chapter 11 Protection in E.D. Texas
----------------------------------------------------------------
On August 29, 2003 Central Utilities Production Corporation filed
a Bankruptcy Petition, under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court of the Eastern District
of Texas, file number 03-44067. The Trustee is William T. Neary.

Central Utilities Production Corporation, is an independent energy
company engaged in the development and operation of oil and gas
producing properties. The Company's current operations are focused
in Texas and Kentucky. During the year ended December 31, 2001,
the Company acquired oil and gas properties in Kentucky and Texas.
The Company began production of these properties in the year ended
December 31, 2001.

The Company was formed as Enpetro Mineral Pool, Inc. in October
2000. Enpetro acquired certain oil and gas properties for the
issuance of its common shares. Enpetro valued its acquisition of
the oil and gas properties on the basis of the estimated fair
value of those oil and gas properties, primarily interests in oil
and gas leases. The valuation was assessed by an outside party
certified to be a specialist in determining oil and gas reserves
and valuation of the related properties. The value was determined
to be $26,112,698. Enpetro had no other significant assets or
operations.

Enpetro entered into an Agreement and Plan of Reorganization in
which it was acquired by Accord Advanced Technologies, Inc.  
Accord had previously been a reconditioner and modifier of multi-
chamber semiconductor equipment. Accord is a publicly traded
company. Accord's only operating subsidiary filed to liquidate
under Chapter 7 of the United States Bankruptcy Code in 2000 and
had no operations at the time of the merger. The Agreement and
Plan of Reorganization stipulated that Accord acquire all of the
outstanding voting shares of Enpetro for 228,000,000 post reverse
split common shares of the Accord. The shareholders of Enpetro
held an interest of approximately 92% in Accord effective with the
acquisition. A name change occurred at the time of the acquisition
from Accord Advanced Technologies, Inc. to Central Utilities
Production Corp.


CENTRAL UTILITIES: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Central Utilities Production Corp.
        1039 North I-35 E.
        #301
        Carrollton, Texas 75006

Bankruptcy Case No.: 03-44067

Type of Business: Oil and gas exploration and production.

Chapter 11 Petition Date: August 29, 2003

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: William Tranthom, Esq.
                  1710 W.
                  University, Suite A
                  Denton, TX 76201

Total Assets: $74,000,000

Total Debts: $3,000,000

Debtor's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
G&M Management and          Trade Debt                $400,000
Successway Holding Ltd.    
488 Madison Avenue
12th Floor
New York, NY 10022

Travell Energy              Trade Debt                $350,000
5050 Woodburn
Bowling Green, KY 42104

Greg Frost                  Trade Debt                $220,000

EWC                         Trade Debt                 $24,250

Hardin County Tax           Trade Debt                 $19,549
Authority      

James R. Daffrin, CPA       Trade Debt                  $9,380

Computer Share                                          $3,024      


CHIPPAC INC: Will Publish Third-Quarter Results on October 29
-------------------------------------------------------------
ChipPAC, Inc. (Nasdaq: CHPC), one of the world's largest and most
diversified providers of semiconductor assembly and test services,
will hold a conference call with investors and analysts on
Wednesday, October 29, 2003 at 5:00PM EST (2:00PM PST) to discuss
results for the Company's third quarter 2003 and business outlook.

The news release announcing the third quarter 2003 results will be
disseminated on October 29, 2003 after the market closes.

The dial-in number for the live audio call beginning at 5:00PM EST
(2:00PM PST) is (973) 321-1070.  The password confirmation is
4183207.  Please call in at 4:50PM EST (1:50PM PST) to avoid
delays.  A live webcast of the conference call will be available
on ChipPAC's Web site at http://www.chippac.com

A replay of the call will be available from 8:00PM EST (5:00PM
PST) on Wednesday, October 29 through midnight EST (9:00PM PST) on
Wednesday, November 5 at http://www.chippac.comand by telephone  
at (973) 341-3080.  The pass code for the replay is 4183207.

ChipPAC (S&P, BB- Bank Loan Rating, Negative) is a full-portfolio
provider of semiconductor packaging design, assembly, test and
distribution services.  The company combines a history of
innovation and service with more than a decade of experience
satisfying some of the largest customers in the industry.  With
advanced process technology capabilities and a global
manufacturing presence spanning Korea, China, Malaysia and the
United States, ChipPAC has a reputation for providing dependable,
high quality packaging solutions. For more information, visit the
company's Web site at http://www.chippac.com


CONE MILLS: WL Ross Offers to Purchase All of Company's Assets
--------------------------------------------------------------
Cone Mills Corporation (NYSE: COE), the world's leading denim
producer, has received an offer from WL Ross & Co. to purchase
substantially all of the assets of the Company.

The transaction will enable Cone Mills to strengthen its
leadership in denim and improve its ability to compete in the
global textile marketplace. The transaction would require Cone
Mills to file a voluntary petition for relief under Chapter 11
with the U.S. Bankruptcy Court in the next several days and is
expected to be consummated pursuant to section 363 of Chapter 11
of the U.S. Bankruptcy Code.

The proposed transaction would be subject to Board and Bankruptcy
Court approval and higher and better offers. The Company expects
to complete the transaction within 90 days.

Following the proposed transaction, WL Ross & Co. plans to operate
Cone Denim and Burlington Industries' Mexican denim operation,
which will become part of WL Ross & Co. following the successful
close of its acquisition of Burlington, expected in October.

Cone Mills expects to maintain a significant U.S. employee base,
including a substantial number of manufacturing jobs. Headquarters
will remain in Greensboro, N.C.

            Company Expects to Conduct Business as Usual

Throughout the transaction, Cone Mills expects to conduct business
as usual, with no interruptions in its operations or delays in
meeting commitments to its customers, which include such well-
known names as Levi Strauss, The Gap and V.F. Corporation.

Cone Mills has received proposals from several major financial
institutions and expects to reach an agreement for debtor-in-
possession financing by the end of this week, which would be used
to fund operations prior to the completion of the transaction. The
DIP financing would be subject to the approval of Cone Mills'
current lending group.

During the third quarter of 2003, the Company has experienced a
continuing decline in denim sales coupled with higher raw material
costs, resulting in reduced profit margins and cash flow. As a
result of its deteriorating liquidity, the Company failed to make
its scheduled bond interest payment of $4.1 million on
September 15, 2003. The Company has a 30-day grace period before
it is considered in default on its bond indebtedness.

The Company expects to be in a position to disclose the full
details of the proposed transaction with WL Ross & Co. in the next
few days. It is not expected that the proceeds of the proposed
transaction will be sufficient to satisfy the Company's secured
indebtedness. As a result, there is not expected to be any
recovery for the Company's shareholders.

  Necessary Response to Industry-Wide Impact of Low-Cost Imports

John L. Bakane, Chief Executive Officer of Cone Mills, said, "This
transaction is consistent with Cone Mills' operating strategy of
migrating to lower-cost manufacturing platforms and is intended to
help ensure that Cone Mills continues to play a key role in the
consolidation and rationalization of denim manufacturing in the
Western Hemisphere. It is a necessary strategic response to the
devastating impact of low cost Chinese imports, as well as the
economic slowdown.

"Unsound trade policies are pummeling the U.S. textile industry.
Since January 2002 alone, 50 U.S. textile plants have closed and
30,000 jobs have been lost. And now we're under assault by a new
surge of imported Vietnamese jeans made of Chinese denim that's
been sparked by the recently relaxed trade agreement with Vietnam,
which, in turn, has caused a severe imbalance in U.S. denim supply
and demand in the last four months. Making matters worse are the
retail inventory liquidations now under way and continued price
deflation even in the face of higher cotton costs. While we
returned the Company to profitability in 2002, the events of this
year have been such that we simply cannot support our present
capital structure in the face of current market conditions."

Founded in 1891, Cone Mills Corporation, headquartered in
Greensboro, NC, is the world's largest producer of denim fabrics
and one of the largest commission printers of home furnishings
fabrics in North America. Manufacturing facilities are located in
North Carolina and South Carolina, with a joint venture plant in
Coahuila, Mexico.

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


CONE MILLS: S&P Drops Rating to D After Interest Nonpayment
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CCC+' long-term
corporate credit and senior secured debt ratings on textiles
manufacturer Cone Mills Corp. to 'D'.

Greensboro, North Carolina-based Cone Mills had about $157.9
million in total debt outstanding at June 30, 2003.

The ratings downgrade follows Cone Mills' announcement that it has
received an offer from WL Ross & Co. to purchase substantially all
of the assets of the company. The transaction will require Cone
Mills to file a voluntary petition for relief under Chapter 11
with the U.S. Bankruptcy Court over the next several days. In
addition, as a result of its deteriorating liquidity, the company
failed to make a scheduled $4.1 million interest payment due Sept.
15, 2003, on its senior secured debentures. Cone Mills has a 30-
day grace period before it is considered in default on its bond
indebtedness. However, it is not expected that the proceeds of the
asset sales will be sufficient to satisfy the company's secured
debt position, and the transaction is expected to be completed
within 90 days.

Cone Mills is the world's largest producer of denim fabrics and
one of the largest commission printers of home furnishings fabrics
in North America.


CONSECO FINANCE: US Bank and Wells Want to Alter Financing Pacts
----------------------------------------------------------------
U.S. Bank and Wells Fargo, as Trustees for certain Securitization
Trusts, ask the Court to approve:

  1) the allocation of the Allowed Claim to holders of  
     Manufactured Housing Certificates guaranteed by Conseco  
     Finance Corp.;

  2) the estimation and allocation of Allowed Claims to holders  
     of Home Equity/Home Improvement and Recreational Vehicle  
     Trust, also known as HE/HI/REC Securitization Trusts,  
     guaranteed by Conseco Finance Corp.; and

  3) the Reserve Account for the benefit of holders of  
     HE/HI/REC Securitization Certificates.

U.S. Bank is Trustee to 137 securitization trusts.  Wells Fargo
is Trustee for two securitization trusts.     

Stephen M. Mertz, Esq., at Faegre & Benson, in Minneapolis,
Minnesota, explains that U.S. Bank objected to the CFC Debtors'
Third Amended Joint Plan of Liquidation because:

  a) the Plan failed to provide for the allocation of the MH  
     Allowed Claim to holders of the MH B-2 Guarantee Claims;

  b) the Plan did not provide a distribution to holders of  
     certificates of HE/HI/REC Securitization Trusts; and

  c) the Plan did not provide for distributions regarding  
     breaches of representations and warranties by CFC with  
     to the holders of certificates of HE/HI/REC Securitization  
     Trusts.

On June 19, 2003, U.S. Bank and the Official Committee of
Unsecured Creditors of the CFC Debtors reached a stipulation
resolving these objections.  Advisors to the Creditors' Committee
told the Securitization Trustees that the allocation of the MH
Allowed Claim was calculated by adding the impairment incurred
prior to the CFC Petition Date to an amount calculated by
estimating and discounting projected shortfalls in payments of
scheduled principal and interest, using a servicing fee of 50
basis points.  The payment was assumed to be senior and not
subordinate in the relevant payment waterfall.  CFC used a number
of material assumptions including, but not limited to:  

  -- future default rates;

  -- future repayment rates; and

  -- loss severities.

The same methodology was used in calculating projections for the
home/equity improvement and recreational vehicle B-2
Certificates.  

These iterations resulted in the establishment of a $5,000,000
reserve for the benefit of the HE/HI/REC Securitization Trusts.
(Conseco Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CONSECO: S&P's CCC+ Counterparty Credit Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+'
counterparty credit rating to life & health insurer Conseco Inc.
(OTC BB:CNCEQ), and then placed the rating on CreditWatch with
positive implications.

In addition, Standard & Poor's assigned its 'CCC+' rating to
CNCEQ's $1.3 billion bank loan issued in conjunction with the
company's emergence from bankruptcy and then placed the rating on
CreditWatch with positive implications.

The 'B+' counterparty credit and financial strength ratings on
Bankers Life & Casualty Co., Colonial Penn Life Insurance Co.,
Conseco Annuity Assurance Co., Conseco Health Insurance Co.,
Conseco Life Insurance Co., and Conseco Life Insurance Co. of NY
remain on CreditWatch positive where they had been placed on
Sept. 11, 2003.

"The ratings actions largely reflect the weak operating capital at
CNCEQ's insurance subsidiaries, as well as the current uncertainty
concerning the levels of cash flow and earnings the company can
generate, post-bankruptcy, to cover its fixed charges," said
Standard & Poor's credit analyst Jon Reichert. As of
June 30, 2003, the combined NAIC risk-based capital ratio of the
insurance subsidiaries was 173%.

The positive CreditWatch listing reflects the expected proceeds to
CNCEQ from the sale of the GM Building, reported in the press at
$1.4 billion, which could result in an operating capital increase
of about $380 million for the insurance operations. The ultimate
ratings level for CNCEQ will incorporate the capital strength of
the operating units on actual receipt of the GM Building proceeds,
as well as the company's capital structure after emerging from
bankruptcy and its expected fixed-charge coverage. With its
emergence from bankruptcy, CNCEQ is preparing a balance sheet in
accordance with fresh start accounting as required by AICPA
Statement of Position 90-7.

The CreditWatch is expected to be resolved once the GM Building
proceeds have been received and deployed, and Standard & Poor's
has reviewed the fresh start balance sheet and related financial
materials. If the ratings on CNCEQ are upgraded, they will likely
be in the 'B' category. At the time of the CreditWatch resolution,
Standard & Poor's will also comment on whether the recovery
prospects of the bank debt are strong enough to justify a notching
up of the bank loan rating from the counterparty credit rating.


CONSTELLATION BRANDS: Will Publish Q2 Results by Month-End
----------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ), a leading international
producer and marketer of beverage alcohol brands, will be
reporting financial results for the Second Quarter ended
August 31, 2003, on Tuesday, September 30, 2003 immediately after
market hours.  

A conference call to discuss the financial results and outlook
will be hosted by Richard Sands, Chairman and CEO and Tom Summer,
Executive Vice President and CFO on Tuesday, September 30, 2003 at
5:00 p.m. (Eastern).  The news media is invited to listen-only on
this call.

The conference call can be accessed by dialing +412-858-4600
beginning at 4:50 p.m. (Eastern).  A live listen-only web cast of
the conference call is available on the Internet at the Company's
Web site, http://www.cbrands.comunder Investors.  Financial and  
statistical information discussed in the conference call and a
reconciliation of any reported (GAAP) financial measures with
comparable or non-GAAP financial measures will also be available
when the call begins on the Company's Web site under Investors by
selecting Financial Information/Financial Reports.

If you are unable to participate in the conference call, there
will be a replay available by dialing +412-858-1440 from
approximately 7:00 p.m. (Eastern) on September 30, 2003 through
9:00 a.m. (Eastern) on Wednesday, October 15, 2003.

     Digital Playback Instructions -- Courtesy of ChorusCall

     1.  Dial +412-858-1440.
     2.  Enter '419' when prompted for your account number
         followed by the # sign.
     3.  Please press '1' to play recorded conference.
     4.  Please enter '326809' when prompted to enter the
         conference number followed by the # sign.
     5.  Please clearly state your name and company name when
         prompted to do so followed by any key.
     6.  Please press '1' to begin the conference playback.

Note:  You may press '0' at anytime during the conference to hear
       the detailed instructions menu.  You may press '2' at
       anytime during the conference to stop the playback
       entirely.  You will be placed in the introduction menu.

Constellation Brands, Inc. (S&P, BB Corporate Credit and Senior
Unsecured Debt Ratings) is a leading international producer and
marketer of beverage alcohol brands, with a broad portfolio across
the wine, spirits and imported beer categories.  The Company is
the largest multi-category supplier of beverage alcohol in the
United States; a leading producer and exporter of wine from
Australia and New Zealand; and both a major producer and
independent drinks wholesaler in the United Kingdom.  Well-known
brands in Constellation's portfolio include: Corona Extra,
Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston,
Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys,
Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and
Blackthorn.


COVANTA ENERGY: Court Approves Mezerhane et al., Settlement Pact
----------------------------------------------------------------
The Covanta Energy Debtors and the Venezuelan Parties -- Nelson
Mezerhane and Fondo de Valores Inmobiliarios SACA -- engaged in
extensive discussions to resolve their dispute, which resulted in
the execution of the Settlement Agreement.   Without admitting to
any wrongdoing or liability, the Settlement Agreement provides
that:

   (a) Covanta will voluntarily dismiss, with prejudice, its
       claims against the Venezuelan Parties in the Lawsuit, and
       any other existing or future claims arising from or in
       connection to the Memorandum of Understanding, the Permits
       or the Casino Project;

   (b) The Venezuelan Parties will voluntarily dismiss, with
       prejudice, the Counterclaims against Covanta in the
       Lawsuit, and, along with ITC, any other existing or
       future claims arising from or in connection to the
       Memorandum of Understanding, the Permits or the Casino
       Project; and

   (c) Covanta and the Venezuelan Parties will provide a     
       mutual release of any further obligations under the
       Memorandum of Understanding, and the Parties will provide
       a mutual release of any other obligations arising from or
       in connection to the Permits or the Casino Project.

Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, Covanta obtained the
Court's approval of the terms of the Mutual Settlement, Waiver and
Release Agreement, dated as of June 16, 2003 it executed with the
Venezuelan Parties and ITC.

                           Backgrounder

On January 13, 1999, Covanta Energy Corporation and the Venezuelan
Parties -- Nelson Mezerhane and Fondo de Valores Inmobiliarios
SACA -- entered into a Memorandum of Understanding agreeing to
engage in a Casino Project and form a new corporation to carry out
the Casino Project.  Half of the corporation's shares were to be
owned by the Debtors while the Venezuelan Parties would control
the other half.  Inversora Turistica Caracas, S.A., not a party to
the Memorandum of Understanding, holds certain permits the
Republic of Venezuela issued in connection with the Casino
Projects.

The Memorandum of Understanding required the Debtors and the
Venezuelan Parties to contribute $200,000 each to the Casino
Project to cover expenses incurred while the casino and
entertainment areas were designed and planned.  Presently, the
Debtors and the Venezuelan Parties dispute on each other's degree
of compliance with the agreement.  Funding for the Casino Project
was to come from the sale of debt and equity by the new
corporation pursuant to the Memorandum of Understanding.

Covanta retained Peckham, Guyton, Albers & Viets to draw up plans
for the Casino.  Peckham was never paid for its work in connection
with the Casino Project.

As part of the Debtors' efforts to sell and dispose of their
assets in the entertainment industry, Covanta withdrew from the
Casino Project in September 1999 in accordance with the
provisions of the Memorandum of Understanding.  Following that,
on October 6, 1999, Peckham filed a suit against Covanta and
Ogden Entertainment, Inc., in the U.S. District Court for the
Eastern District of Missouri to recover payment for architectural
design services performed in connection with the Casino Project.

On April 17, 2000, Covanta filed a third-party action against the
Venezuelan Parties in the Missouri District Court for breach of
contract, indemnification, conversion, fraud, unjust enrichment
and equitable subrogation.  Covanta alleged that the Claims
Peckham made against it were properly made against the Casino
Project.  The Debtors say the Venezuelan Parties were liable
under any judgment that Peckham may obtain against Covanta.

On December 19, 2000, the Third-Party Complaint was transferred
to the U.S. District Court for the Southern District of Florida.  
On February 28, 2001, Covanta and Peckham settled Peckham's
action against Covanta and Ogden Entertainment for $530,000.  The
settlement provided, among other things, Peckham's general
release of any claim against Covanta and Ogden in connection with
the Casino Project.

In their answer to the Third-Party Complaint, the Venezuelan
Parties asserted counterclaims against Covanta, claiming an
offset against any judgment entered in favor of Covanta.  The
Venezuelan Parties alleged that the Debtors breached the
Memorandum of Understanding by failing to pay its share of the
development costs incurred before Covanta withdrew from the
Memorandum of Understanding.  The Venezuelan Parties further
alleged damages in excess of $1,000,000. (Covanta Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


DELTA FIN'L: Calls Morrison's Countersuit "Completely Baseless"
---------------------------------------------------------------
Delta Financial Corporation (AMEX: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, received a countersuit to a lawsuit the
Company filed in July 2003 against James E. Morrison, president of
Delta Funding Residual Management, Inc., the managing member for
Delta Funding Residual Exchange Company, LLC and the two entities
he controls to enforce DFC's management and operating agreements
with DFRM and the LLC.

Morrison filed the countersuit on behalf of DFRM and the LLC. DFC
believes this countersuit is completely baseless.

DFRM and the LLC were created as part of a series of debt
restructuring actions DFC took in early 2001 to recapitalize the
company to permit its ongoing operation at that time, and are
unaffiliated with Delta Financial Corporation.

DFC brought suit against Morrison and the entities he controls to
recover approximately $142 thousand that is clearly and
unconditionally owed to the Company and that Morrison
intentionally withheld. DFC's suit against Morrison charged
Morrison and DFRM with breach of contract and breach of fiduciary
duty.

Although DFC has still not received Morrison's answer, it was
served Tuesday with an unverified complaint, in which Morrison
alleges that DFC's revision to estimates nearly two years ago that
resulted in a write down in the value of certain of the Company's
assets permits Morrison and the entities he controls to breach
their agreements, and further entitles the LLC and DFRM to
monetary damages of at least $110 million.

"Baseless, without merit and a transparent attempt to justify his
own wrongdoing and shift focus away from himself is the only
possible explanation of Morrison's suit," Marc E. Miller, DFC's
general counsel explained. "We are confident that when the Court
forces him to defend the case brought against him and to prove his
counter-allegations, he will fail."

                            Background

In February 2001, DFC proposed an exchange offer in order to deal
with its financial difficulties at that time. Three of DFC's
bondholders - among the most prominent institutional investors in
the marketplace, who together held the majority of DFC's bonds -
hired a leading financial advisor with specific expertise in these
situations, to advise them with regard to protecting their
investment. The bondholders' expert reviewed DFC's financials,
discussed the possibility of DFC filing for bankruptcy or
attempting a workout, and ultimately recommended that the
bondholders enter into the proposed exchange offer with DFC, as a
preferable alternative to forcing DFC into bankruptcy. DFC
provided full disclosure in the exchange offer prospectus filed
with the SEC and the assets were valued as accurately as possible
by Delta as of the date Delta estimated their value, using the
same assumptions that it used to value other similar assets it
owned.

Following the overwhelming acceptance of the exchange offer,
intervening market conditions which were out of the Company's
control - including the events of September 11th, a precipitous
drop in interest rates (to levels not seen in over 40 years),
recession, threat of war and other geopolitical risks -
dramatically lowered the value of interest-rate and credit-
sensitive assets (like those transferred to the LLC in the
exchange offer). In response, in November 2001, DFC lowered its
estimates of the value of the excess cashflow certificates it
held, as it was required to do in accordance with generally
accepted accounting principals (GAAP). Similar write-downs were
taken by many of DFC's competitors for the same reason and,
indeed, by countless other companies outside our sector which also
held interest-rate and credit- sensitive assets, to account for
these virtually unprecedented events.

"Although Mr. Morrison has cast our original estimates, and later
downward revision, of the value of the excess cashflow
certificates as a somehow nefarious and harmful plot, in fact
these estimates were irrelevant to investor decisions. At the time
of the original estimates, the only assets of interest to the
bondholders were the excess cashflow certificates that secured
their debt, and one way or another, they would come to own them.
The only question was whether the bondholders should pursue the
assets through the exchange offer or through bankruptcy. In either
event, the value of the assets would not change. The exchange
offer gave the bondholders these assets without the significant
costs of bankruptcy, i.e., professional fees and other claims from
potential creditors, among other things. Thus, no matter what the
valuation of these assets were, the bondholders were better off
than if Delta declared bankruptcy," Mr. Miller explained.

"Several facts are important in addition to the fact that the
defensive countersuit entirely lacks merit," Mr. Miller added.
"Morrison has been aware of the revised estimates that form the
basis of his claim for almost two years and has never raised a
single concern until he decided to breach his agreement with
Delta. Second, he ignored our repeated requests that he tell us of
his concerns and give us the opportunity to address them. Instead,
he filed a surprise lawsuit after we afforded him the courtesy of
substantial additional time to respond to our lawsuit. Finally,
his claims are meant solely to distract attention from, and do not
justify, Mr. Morrison's own indefensible breach of contract or
breach of fiduciary duty to the LLC members," Mr. Miller further
explained.

"We will aggressively prosecute our claims and defend this
baseless countersuit to protect our shareholders' interests. We
are confident that Morrison's transparent attempt to deflect
attention from his own misconduct will be rejected by the Court,"
concluded Mr. Miller.

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming mortgage loans. Delta's loans
are primarily secured by first mortgages on one- to four-family
residential properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,500 independent brokers and the Company's retail
offices. Since 1991, Delta has sold approximately $8.4 billion of
its mortgages through 36 securitizations.


ENRON CORP: Seeks Go-Signal to Terminate Employee Benefits Trust
----------------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that Enron Corporation maintains the Enron Corp. Medical
Plan for Inactive Participants -- the Enron Plan.  Under the
Enron Plan, certain retirees of Enron's affiliated federally
regulated gas pipeline companies and their operators, including
Florida Gas Transmission Company, Transwestern Pipeline Company,
Enron Liquids Pipeline Company and Northern Plains Natural Gas
Company, which operates Northern Border Pipeline Company, receive
medical and life insurance benefits.  The benefits received by
the Pipeline Companies' and NNG's former employees and their
eligible spouses and dependents include reimbursement for medical
benefits, prescription drugs and life insurance.

To provide a centralized repository for cash contributions from
the Pipeline Companies and NNG that is used in the funding of the
Retiree Benefits, Enron established the Enron Gas Pipeline
Employee Benefit Trust on March 1, 1993.  The Trust, an entity
separate from the Debtors' estates, is a "voluntary employees'
beneficiary association" commonly referred to as VEBA.

In addition, Mr. Rosen informs the Court that the Trust was
established in accordance with the Policy Statement Regarding
Post-Employment Benefits Other than Pensions issued by the
Federal Regulatory Commission.  Pursuant to the FERC Policy and
as specifically provided in the various FERC proceedings
affecting the Pipeline Companies and NNG, the companies are
permitted to build into their current rate structures the cost of
Retiree Benefits.  To qualify to pass through the costs, the
liability for the benefits was required to be determined on an
accrual basis, consistent with the provisions of the Statement of
Financial Accounting Standards No. 106 and, inter alia, the
amounts charged for the benefits were set aside in an irrevocable
external trust meeting the requirements of Section 501(c)(9) of
the Tax Code.

According to Mr. Rosen, the estimated present value of Retiree
Benefit obligations for the Pipeline Retirees, valued as of
December 31, 2002, is $75,000,000.  As of May 31, 2003, the Trust
held about $31,661,139 in assets, composed of cash, cash
equivalents and mutual fund investments.  Thus, the liability for
Retiree Benefits exceeds the value of assets reserved of those
purposes by $43,338,861.

As settlor of the Trust, Enron's sole involvement with the Trust
is to maintain and administer the Trust and its assets and to
oversee investments.  Thus, Enron's employees expend substantial
time and effort in providing services to the Trust.  Enron has no
obligation or direct liability to fund the Trust for the benefit
of the Pipeline Retirees.  Likewise, the Trust's beneficiaries
are, or relate to, former employees of non-debtor entities.  
Accordingly, Mr. Rosen concludes, the Debtors' estates derive
little or no direct benefit from Enron's continued maintenance
of, and involvement with, the Trust.  

Moreover, certain Enron employees serve in fiduciary roles with
respect to the Trust and are exposed to potential fiduciary
liability under ERISA, for which Enron maintains fiduciary
liability insurance and provides its employees with
indemnification protection, both of which represent additional
costs and potential liabilities to which the Debtors are exposed.

The Debtors are in the process of maximizing the value they may
realize through a sale or other disposition of their operating
businesses.  In line with this process, the Debtors entered into
certain agreements and transactions pursuant to which the
Pipeline Companies and other of the Debtors' U.S. energy
transmission assets will be contributed to the new corporate
entities that are eventually intended to emerge from the Debtors'
estates as going concerns, the value of which will ultimately be
distributed to creditors as part of a Chapter 11 plan.  The
Debtors' continued maintenance and administration of the Trust
would not make any sense in light of the future of the Pipeline
Companies.  Furthermore, NNG has demanded that its allocable
interest in the Trust be transferred, as required by the
transaction documents governing NNG's disposition.

The administrative committee of the Trust is charged with the
administration of the Trust.  The Debtors and the Trust Committee
spent a great deal of time and effort to determine the most
efficient method of terminating the Trust while ensuring that the
Pipeline Retirees will continue to receive their Retiree Benefits
without interruption.  Once Enron initiates the termination of
the Trust, the Trust Committee, pursuant to the Trust Agreement,
is authorized to make the determination of what portion of the
Trust's assets are allocable to, and be distributed to, any
participating employer in the Trust.  To this end, the Debtors,
in consultation with the Trust, propose to:

   (a) terminate the Trust;

   (b) apportion the Trust's assets among the Pipeline Companies
       and NNG according to the contributions and liabilities
       associated with each of the Pipeline Companies and NNG, as
       determined in consultation with the Committee;

   (c) have each of the Pipeline Companies establish new trusts,
       or a single trust with separate sub-accounts for each of
       the Pipeline Companies, which trusts qualify under
       Section 501(c)(9) of the Tax Code, and which trusts will
       thereafter provide a funding mechanism for the Pipeline
       Companies to fund the Retiree Benefits; and

   (d) have each of the Pipeline Companies continue to
       participate in the Enron Plan, or adopt plans providing
       for substantially comparable Retiree Benefits.

As of June 30, 2002 -- the Determination Date, the breakdown of
assets and liabilities allocable to each of the Pipeline
Companies and NNG, and the relative percentage in the assets and
liabilities were:

                         Liability       Asset       Allocation
Pipeline Company         Allocation    Allocation    Percentage
----------------         ----------    ----------    ----------
Northern Natural        $50,330,000   $22,550,000      71.9%
Gas Company

Florida Gas              10,150,000     4,540,000      14.5%
Transmission Co.

Transwestern              4,830,000     2,160,000       6.9%
Pipeline Co.

Enron Liquids             2,800,000     1,250,000       4.0%
Pipeline Company

Northern Plains           1,890,000       846,000       237%
Natural Gas Co.

Once the termination request is approved, Mr. Rosen states that
each of the Pipeline Companies and NNG will maintain, or will be
a party to, a separate trust intended to qualify as a voluntary
employees' beneficiary association under Tax Code Section
501(c)(9).  The Debtors will instruct the trustee of the Trust to
distribute the Final Percentage Interest to the trust of the
Pipeline Companies and NNG after:

   (a) appropriate notice to the Debtors that the trusts are in
       effect;

   (b) receipt of evidence by the Debtors that the trusts have
       received a favorable determination from the Internal
       Revenue Service that the trust qualifies under Section
       501(c)(0) of the Tax Code, and

   (c) the express assumption by the Pipeline Companies and NNG
       of liability for the Retiree Benefits.

The Trust assets are mainly invested in mutual fund shares, with
the balance held in short-term investment funds and cash
equivalents to provide needed liquidity.  To expedite the
distribution of Trust assets, the Debtors will instruct the
Trustee to either distribute the mutual fund shares in kind, or
will have them liquidated and distributed in cash, as the Debtors
determine at the time of distribution.

While the Pipeline Companies remain Enron affiliates, each of
them will continue to provide Retiree Benefits in accordance with
the terms of the Enron Plan.  However, each of the Pipeline
Companies will have the option to adopt their own plans providing
the benefits.

Utilizing a funding vehicle that qualifies for the same tax
treatment as the Trust, combined with the requirement that
benefits continue to be provided in accordance with the Enron
Plan, or similar plans of the Pipeline Companies, should result
in a seamless transition for the Pipeline Retirees from the
benefits paid under a trust administered by Enron to trusts
administered by the Pipeline Companies.  In this manner, there
will be no substantive impact on the Retiree Benefits received by
the Pipeline Retirees.

Accordingly, the Debtors seek the Court's authority, pursuant to
Sections 105 and 363 of the Bankruptcy Code, to:

   (a) terminate the Trust,

   (b) apportion the Trust's assets among the Pipeline Companies
       and NNG, on a pro rata basis determined according to the
       contributions and liabilities associated with each of the
       Pipeline Companies and NNG, and

   (c) transfer the assets to qualifying trusts maintained for
       the benefit of the Retirees of the Pipeline Companies and
       NNG.

Mr. Rosen argues that the request should be granted because:

   (i) while certain of the Debtors' expenses are paid by the
       Trust or directly reimbursed by the Pipeline Companies,
       the costs associated with the time expended by the
       Debtors' employees with respect to Trust-related
       activities is a direct cost to their estates for which
       there is no reimbursement;

  (ii) the benefits of the Trusts do not -- and never will -- run
       to the Debtors' estates or their employees and retirees;

(iii) certain of the Debtors' employees who administer the
       Trust and the Retiree Benefits expose themselves to
       fiduciary liability for their actions; for which the
       Debtors maintain insurance coverage, and which expose the
       Debtors to potentially costly claims for indemnification
       by the employees;

  (iv) it makes good business sense that each of the Pipeline
       Companies and NNG actually possess and administer the
       assets related to their contributions toward the cost of
       those benefits since the Pipeline Companies and NNG are
       obligated to provide Retiree Benefits to their retirees;

   (v) each of the Pipeline Companies and NNG has, or will have,
       the ability and resources to maintain their own benefits
       for current and former employees, including the Pipeline
       Retirees;

  (vi) under current circumstances, it no longer makes business
       sense for the Debtors to aggregate and administer the
       assets and liabilities associated with the Trust and the
       Retiree Benefits; and

(vii) while the Debtors acknowledge that Section 1114 of the
       Bankruptcy Code may impose restrictions on their ability
       to modify or terminate certain retiree benefit programs
       maintained for the benefit of the Debtors' retirees, this
       restriction neither extends to non-debtors nor precludes
       non-debtors from modifying the administration, maintenance
       or structure of their own retiree benefit programs as the
       programs are administered by a Chapter 11 Debtor. (Enron
       Bankruptcy News, Issue No. 79; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


EQI FINANCING: Fitch Rates Class C Bonds at Speculative Level
-------------------------------------------------------------
The following classes of EQI Financing Partnership I, L.P.'s
commercial mortgage bonds, series 1997-1, are downgraded and
removed from Rating Watch Negative by Fitch Ratings.

        -- $50.6 million class B bonds to 'A-' from 'A';

        -- $10 million class C bonds to 'BB' from 'BBB-'.

The class B and class C bonds were placed on Rating Watch Negative
effective July 28, 2003, following the receipt and analysis of
fiscal year-end 2002 financial information. In addition, Fitch
affirms the $4.5 million class A bonds at 'AAA'. The rating
actions follow Fitch's annual review of the transaction, which
closed in February 1997.

The bonds are secured by cross-collateralized and cross-defaulted
first mortgages on twenty hotel properties consisting of sixteen
Hampton Inns, two Holiday Inns, one Residence Inn and one Comfort
Inn. As of the August 2003 distribution date, the overall balance
of the bonds has been reduced by approximately 26%, to $65.1
million from $88 million at issuance. The properties are owned by
the issuer, a bankruptcy remote special-purpose entity (SPE) and a
wholly owned subsidiary of Equity Inns, Inc., a publicly traded
real estate investment trust.

The downgrades are primarily attributable to the continued
declining performance of the portfolio. Fitch stressed net cash
flow has been decreasing each year since 1998 and the trailing
twelve month June 30, 2003 stressed NCF is down 35% from issuance.
The corresponding Fitch stressed debt service coverage ratio for
the pool, based on a refinance constant of 10.48% and Fitch's
stressed TTM June 30, 2003 NCF, decreased to 1.46x from a 1.65x at
issuance. The decline in performance is generally attributed to
increased competition and the impact of the current economic
conditions on the properties.

Fitch recognizes that the hotel industry has been hit especially
hard by the events of Sept. 11, 2001 and the subsequent economic
downturn, and factored these circumstances into its analysis.
However, because the pool's performance had already been in
decline, these factors had an even bigger impact on the subject
pool.

While the previous release of three properties, at a prepayment
price of 125% of the allocated loan balances, and amortization
have benefited the pool at the top, the continued declining
overall performance of the collateral has placed stress on the
lower rated classes.

Fitch will continue to monitor the financial performance of the
pool for further declines and should performance continue to
weaken, the ratings may need to be reviewed.


EXIDE TECHNOLOGIES: Court Approves Amended Disclosure Statement
---------------------------------------------------------------
On September 8, 2003, Judge Carey approved the Exide Technologies
Debtors' Second Amended Disclosure Statement after finding that it
contains adequate information pursuant to Sections 1125(a) and (b)
of the Bankruptcy Code.  Consequently, Judge Carey authorized the
Debtors to solicit acceptances of the Plan.  All earlier versions
of the Disclosure Statement and the Plan will be of no force or
effect.  The Debtors are permitted to make non-substantive
conforming changes to the Plan and Disclosure Statement. (Exide
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FURR'S RESTAURANT: Texas Court Confirms Plan of Reorganization
--------------------------------------------------------------
Furr's Restaurant Group, Inc. announced that the Bankruptcy Court
for the Northern District of Texas overseeing the Company's
pending Chapter 11 cases confirmed the Company's Plan of
Reorganization and approved the related sale of substantially all
of its assets to Buffet Partners, L.P.

The transaction is valued at approximately $29 million, consisting
of $25.8 million in cash and the assumption of certain
liabilities. Closing of the transaction is targeted for
September 30, 2003. The Plan provides for unsecured creditors to
share in the proceeds of a trust that will be funded with $1.75
million and the proceeds of any recoveries on preference and other
bankruptcy claims. After payment of administrative expenses and
priority claims, the balance of the proceeds of the sale will be
distributed to the Company's senior secured lenders. After
completing the wind-up of its estate over the next several months,
the Company and its subsidiaries will be dissolved.

William Snyder, acting CEO of the Company and a principal of
Corporate Revitalization Partners, LLC of Dallas, stated: "We are
very pleased that we have successfully resolved the Company's
bankruptcy proceedings and that the sale of the Company's business
to Buffet is going forward. We have worked hard with our senior
secured lenders and the Unsecured Creditors Committee to complete
our bankruptcy proceedings and the auction process that resulted
in the sale of the Company's assets to Buffet. This transaction
will allow our customers and more than 3000 employees to have
confidence that the Furr's cafeteria business begun in Lubbock in
1947 will continue on a sound footing."

Sam Stricklin, a partner at Bracewell & Patterson, LLP, the
Company's bankruptcy counsel, stated: "We had to overcome a number
of significant legal and business hurdles to bring these
proceedings to a successful conclusion. The agreement of the
Unsecured Creditors Committee and the Company's senior secured
lenders to work with the Company as co-proponents of its plan of
reorganization made it possible for us to focus on the process of
seeking a buyer for the Company which was successfully concluded
this week."

The Company, together with Cafeteria Operators, L.P. and its other
subsidiaries, filed its voluntary petition in the U.S. Bankruptcy
Court for the Northern District of Texas in Dallas on January 6,
2003. The Company operates 55 restaurants in six southwestern and
western states. The Company also operates Dynamic Foods, its food
preparation, processing and distribution division, in Lubbock,
Texas.

Buffet is a newly organized company affiliated with the Private
Equity Group of Cardinal Investment Company, Inc. ("Cardinal").
Cardinal is an investment firm founded in 1974 and is based in
Dallas, Texas. Its mission is to successfully invest the capital
of the firm's partners and their associates. Cardinal invests in a
wide range of public and private securities utilizing a team of
professionals dedicated to each market. Its current and former
investments in the retail and restaurant industries include Cafe
Express, Restoration Hardware, DF&R Restaurants (d/b/a Don Pablo's
and Harrigan's) and Ace Cash Express.

The Company was advised by Murphy Noell Capital LLC, a Westlake
Village, California based investment banking firm, in its
negotiations with Buffet. Matt Sodl, Principal of Murphy Noell,
stated: "We were gratified by the degree of interest shown in
Furr's, which we believe reflects the quality of the successful
turnaround work by the Furr's management team and the market's
perception that these 55 restaurants combined with the Dynamic
Foods commissary operation and the successful Furr's Family Buffet
concept developed by the Company in El Paso, Texas, will provide a
good base for future growth."


GENERAL DATACOMM: Emerges from Bankruptcy Proceedings
-----------------------------------------------------
General DataComm Industries, Inc., emerged from bankruptcy on
September 15, 2003, the effective date of the plan of
reorganization, which had previously been approved by the United
States Bankruptcy Court for the District of Delaware.

Under the terms of the Plan, creditors will receive payment of
100% of their claims over a five-year period, and shareholders
will retain their shares subject to a one-for-ten reverse stock
split effective as of the Effective Date.

General DataComm develops and evolves smart solutions that
maximize the use of current infrastructure and reduce the cost of
ownership, by providing concurrent IP and traditional voice and
data solutions in a managed and NEBS-compliant environment. For
more information log on to http://www.gdc.com


GENERAL DATACOMM: Implements One-for-Ten Reverse Stock Split
------------------------------------------------------------
General DataComm Industries, Inc., emerged from bankruptcy on
September 15, 2003, the effective date of the plan of
reorganization. The bankruptcy court had previously approved the
Company's plan of reorganization on August 5, 2003.

As part of the plan of reorganization, effective September 16,
2003 there will be a one-for-ten reverse split of the Common Stock
and Class B stock. Certificates for shares of GDC existing Common
Stock must be surrendered in order for stockholders to receive new
certificates for its Common Stock at a ratio of one share for
every ten shares of existing Common Stock. No fractional shares
will be issued and instead cash will be paid for fractional
shares. Accordingly, a shareholder owning less than 10 shares of
existing Common Stock as of that date will receive no shares of
new Common Stock.

The issuance and distribution of shares of New Common Stock
Certificates, which will be processed by the Company's transfer
agent, American Stock Transfer & Trust Company, will take place as
soon as possible after September 16, 2003. The transfer agent will
mail letters of transmittal to stockholders of record who must
return their old Common Stock certificates with the executed
letter of transmittal in order to receive New Common Stock
Certificates. The same procedure will apply to the Company's Class
B stock, which is not publicly traded.

The Common Stock has ceased to be quoted on the Pink Sheets under
the symbol GDIIQ, and GDC's Common Stock will now be quoted on
both the Over-The-Counter Bulletin Board and the Pink Sheets under
the new ticker symbol, GNRD.

Immediately following the effective date of the plan of
reorganization, there will be approximately 3.2 million shares of
Common Stock outstanding and approximately 200,000 shares of Class
B Stock outstanding. This reduction in outstanding shares
substantially reduces the public float of the Common Stock and may
adversely affect the liquidity (or the ability of investors to
purchase or sell quickly) and market price of the Common Stock. In
addition, the occurrence of sales of a significant number of
shares of Common Stock, or the perception that these sales could
occur, may adversely affect the stock price.

General DataComm develops and evolves smart solutions that
maximize the use of current infrastructure, reduce the cost of
ownership and increase revenues by providing concurrent IP and
traditional voice and data solutions for managed NEBS-compliant
and Enterprise environments.


GMAC COMM'L: Fitch Takes Rating Actions on Series 1999-C1 Notes
---------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 1999-C1, are upgraded by Fitch Ratings as
follows:

        -- $66.7 million class B to 'AAA' from 'AA';

        -- $66.7 million class C to 'AA' from 'A';

        -- $86.7 million class D to 'BBB+' from 'BBB';

        -- $20.0 million class E to 'BBB' from 'BBB-'.

Fitch also affirms the following classes:

        -- $127.0 million class A-1 'AAA';

        -- $680.7 million class A-2 'AAA';

        -- Interest only class X 'AAA';

        -- $83.4 million class F 'BB';

        -- $13.3 million class G 'BB-';

        -- $26.7 million class H 'B';

        -- $20.0 million class J 'B-'.

The $20.2 million class K-1 is not rated by Fitch. The upgrades
and affirmations follow Fitch's annual review of the transaction,
which closed in February 1999.

The upgrades reflect increases in subordination levels due to
amortization and loan payoffs. As of the September 2003
distribution date, the transaction's aggregate principal balance
has decreased 9.2%, to $1.2 billion from $1.3 billion at issuance.
In addition, eight loans (2.5%) are defeased.

GMAC Commercial Mortgage Corp, the master servicer, collected
year-end 2002 financials for 88% of the non-defeased pool balance.
Based on the information provided the resulting YE 2002 weighted
average debt service coverage ratio is 1.58 times compared to
1.61x at YE 2001 and 1.45x at issuance for the same loans.

Currently, five loans (1.8%) are in special servicing, of which
three (1.3%) are over 90 days delinquent. The largest specially
serviced loan (0.7%) is secured by an office property in Pontiac,
MI and is over 90 days delinquent. The occupancy has declined
significantly and the borrower was unable to meet debt service
obligations. A discounted payoff or note sale has been proposed as
a possible workout. The next largest specially serviced loan
(0.4%) is secured by five multifamily properties located in
northwestern Illinois and is current. The loan is now performing,
a lockbox is in place and the loan is expected to return the
master servicer.

Fitch applied various stress scenarios including assumed losses on
some of the loans of concern. Even under these stress scenarios
subordination levels remain sufficient to justify the rating
actions. Fitch will continue to monitor this transaction for any
change in performance.


HARVEST NATURAL: Inks Pact to Sell 34% Interest in LLC Geoilbent
----------------------------------------------------------------
Harvest Natural Resources, Inc. (NYSE: HNR) has signed an
agreement to sell its 34 percent interest in LLC Geoilbent to a
nominee of YUKOS Oil Company for $69.5 million.  

Harvest will also receive $5.5 million as repayment of
intercompany loans and payables owed to Harvest by Geoilbent.  
Closing of the Geoilbent sale is conditioned upon final consents
from the Russian Ministry for Antimonopoly Policy and Support for
Entrepreneurship and the European Bank for Reconstruction and
Development.  The transaction is expected to close in the fourth
quarter.

Harvest President and Chief Executive Officer, Dr. Peter J. Hill,
said, "Our commitment to Russia remains strong.  We look forward
to redeploying capital to Russian growth projects while
maintaining our focus in Venezuela. The sale of our interest in
Geoilbent at an attractive price further demonstrates our ability
to execute against our primary strategic goal of timely value
harvest.  As minority owner, our continuing investment in
Geoilbent proved to be inconsistent with our stated objective of
investing in properties in which we have operating and financial
control, have significant recoverable reserves, and appropriate
governance with our partners."

Net cash proceeds after payment of expenses are estimated to be
approximately $73 million.  Harvest intends to use the cash
proceeds to acquire and develop properties in Russia and Venezuela
and for general corporate purposes.

Harvest Natural Resources, Inc. (S&P, B- Corporate Credit Rating,
Stable), headquartered in Houston, Texas, is an independent oil
and gas exploration and development company with principal
operations in Venezuela.  For more information visit the Company's
Web site at http://www.harvestnr.com


IMPERIAL PLASTECH: Court Extends CCAA Protection Until Nov. 30
--------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced that the PlasTech
Group, being Imperial PlasTech and its subsidiaries, Imperial Pipe
Corporation, Imperial Building Products Corporation, Ameriplast
Inc. and Imperial Building Products (U.S.) Inc., obtained a
further order under the Companies' Creditors Arrangement Act, in
connection with the proceedings commenced by the PlasTech Group
under the CCAA on July 3, 2003.

The Fifth Order provides for the extension of the period of the
stay imposed under the CCAA to November 30, 2003, in order to
facilitate the continued restructuring of the PlasTech Group.

In order to meet growing demand for their product, the PlasTech
Group has negotiated favourable price and credit terms with their
resin suppliers. In certain instances, the credit being provided
to the PlasTech Group by resin suppliers is secured by a charge
against the assets of the PlasTech Group and by a guarantee given
by A.G. Petzetakis SA, a significant shareholder of Imperial
PlasTech. Accordingly, the Fifth Order approved an increase in the
amount of the charge in favour of resin suppliers from CDN$1.0
million to US$2.0 million. As consideration for guaranteeing
certain of the PlasTech Group's resin purchases, A.G. Petzetakis
will be paid a fee equal to 50% of the difference between the cost
of resin that is not guaranteed and the cost of resin that is
guaranteed by A.G. Petzetakis. The terms upon which A.G.
Petzetakis has agreed to guarantee the PlasTech Group's
obligations to resin suppliers were also approved in the Fifth
Order.

The Fifth Order also approved the agreement between the PlasTech
Group and Chevron Phillips Chemical Company LP which settles
ongoing litigation commenced by the parties prior to CCAA
proceedings. Imperial Pipe had claimed against Chevron Phillips
for defective resin and Chevron Phillips had claimed against
Imperial Pipe Corporation and Ameriplast Inc. for unpaid resin
supply. Pursuant to the agreement, Chevron Phillips has agreed to
credit Imperial Pipe in the amount of US$250,000 against
US$1,737,338 owing to Chevron Phillips for unpaid resin. After the
set off, the net amount of indebtedness owing by Ameriplast and
Imperial Pipe to Chevron Phillips is US$1,487,343.33 which is
unsecured and remains subject to compromise in the restructuring
proceedings. As part of the settlement, Chevron Phillips has
committed itself to vote the full amount of the net claim in
favour of the plan of compromise and arrangement to be filed by
the PlasTech Group. This settlement will allow the PlasTech Group
the opportunity to rebuild a positive relationship with Chevron
Phillips, an important resin supplier.

Finally, in light of the CCAA proceedings, the Fifth Order
extended the time for holding the annual general meeting of
shareholders of Imperial PlasTech to a date to be determined by
further order of the Court.

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in
Peterborough Ontario, Edmonton Alberta and Atlanta Georgia, the
PlasTech Group intends to focus on the growth of its core
businesses while assessing any non-core businesses. For more
information, please access the group's Web site at
http://www.implas.com


INT'L ISOTOPES: Completes Shareholder Rights Offering
-----------------------------------------------------
International Isotopes Inc. (Pink sheets INIS) announces the
successful conclusion of its shareholder rights offering.  The
total shareholder subscription and over subscriptions equaled
$1,312,514, including a debt to equity conversion of $906,806.

International Isotopes Inc. has successfully completed its rights
offering to shareholders on September 12, 2003.  The Securities
and Exchange Commission had declared the registration statement
for the rights offering effective on July 28, 2003, and the
Company had commenced the offering on August 12, 2003. Under the
offering the Company offered 38,229,157 Units (each Unit included
(i) one share of common stock, (ii) one warrant to purchase
another share of common stock for $.04, and (iii) one warrant to
purchase an additional share of common stock for $.05) to its
shareholders.  Shareholders received one Right for each share
owned and shareholders who fully subscribed were provided the
additional privilege of over subscribing for up to an additional
14,500,000 Units.

The total amount raised from the rights offer was $1,312,514,
which corresponds to 100% of the basic shareholder subscription
and an additional 38% of the over subscription amount permitted
under the offering.  Of the total amount received by the Company,
$906,806 was subscribed through shareholder conversion of debt to
equity and an additional $405,677 was provided as cash.  Under the
terms of the rights offering the Company will issue 43,750,467
shares of common stock to participants bringing the total number
outstanding to 139,232,360.  In addition, the participants of the
rights offer will receive an aggregate of 43,750,467 Series A
warrants and 43,750,467 Series B warrants, which can be used to
purchase additional shares of common stock for $0.04 and $0.05
respectively.

The majority of net proceeds from the rights offer will be
invested into equipment, hardware, and facilities in order to
further expand production capability as evidenced by the Company's
recent announcement of the start of Lutetium-177 sales.  Company
Chief Executive Officer Steve T. Laflin stated, "We are very
pleased with the level and amount of participation of our
shareholders in the rights offering.  I believe their strong
participation reflects not only the Company's improved overall
financial position, but also the shareholders' growing optimism
for the future success of this Company."

Laflin added,  "I would like to thank those shareholders for their
participation and their continued support of the Company."

International Isotopes Inc. -- whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $350,000 --
current operations include production or processing of reactor
isotopes for various medical or industrial applications; contract
manufacturing of a full range of nuclear medicine calibration and
reference standards; and processing gemstone which has undergone
irradiation for color enhancement.


IVACO INC: Commences Restructuring Under CCAA in Ontario
--------------------------------------------------------
Ivaco Inc., and its Canadian subsidiaries, excluding IMT
Corporation, have obtained an order from the Ontario Superior
Court of Justice under the Companies' Creditors Arrangement Act
(CCAA) that will facilitate the implementation by Ivaco and its
Canadian subsidiaries of a restructuring plan that would allow the
Company to return to profitability as a leading North American
supplier of steel and steel products.

Simultaneously, the Ivaco entities that received CCAA protection
have also applied to the Court in the Eastern District of Michigan
for similar protection of their U.S. assets. The Company has also
announced that its U.S. manufacturing operations are being
discontinued. Ernst & Young has been appointed by the Ontario
Court as monitor in the CCAA proceedings. The Company has retained
UBS Securities LLC of New York as its financial advisor in
connection with the restructuring.

"These restructuring measures are required to address the recent
and dramatic adverse impact on our Company of problems that have
affected the North American steel industry as a whole", said Paul
Ivanier, President and Chief Executive Officer of Ivaco. "Working
with our lenders and stakeholders, we have begun to develop a plan
of restructuring which, we believe, will maximize our enterprise
value and see our core businesses emerge as financially healthy
operations", stated Mr. Ivanier.

The Company also announced the appointment of Gordon Silverman as
its Chief Restructuring Officer. Mr. Silverman, who has worked
with the Company for 31 years, will head a team that will
implement the changes required to return the operations to
profitability. The Company has at the same time appointed an
independent Committee of its Board to oversee the restructuring.

Ivaco's restructuring plan consists of the following key
components:

- the consolidation of the Canadian operations in order to create
  a more efficient corporate structure;

- continuing the program for the sale of non-core assets;

- the renegotiation of various operating and labour agreements;

- the settlement of debts, including trade liabilities and legal
  obligations;

- continuing sales and distribution operations in the United   
  States; and

- the discontinuance and sale or liquidation of all of the
  Company's United States manufacturing operations.

- Ivaco also announced that up to $50 million of debtor-in-
  possession financing has been made available by GE Canada
  Finance Inc., which will provide the working capital required to
  continue operations  during the restructuring process.

The steel and steel products industries have been beset by serious
difficulties over the past few years caused, in part, by the broad
economic downturn that has affected the North American economy for
the last three years. As a result of this downturn, production and
capital expenditures have declined throughout the North American
economy, reducing the demand for steel, fabricated steel products
and precision machined components produced and sold by Ivaco. In
addition, the increase in imports of steel products from offshore
countries has also had a negative impact on Ivaco's revenues and
margins.

Compounding these difficulties for Canadian manufacturers is the
recent and sudden rise in the value of the Canadian dollar against
the U.S. dollar. Approximately 70% of Ivaco's revenues are
denominated in U.S. dollars. The rise in the Canadian dollar
relative to the U.S. dollar since the beginning of 2003 had the
effect of reducing Canadian dollar revenues on United States sales
in the second quarter of 2003 by 10% compared to the second
quarter of 2002. Ivaco's EBITDA has been negatively impacted by
approximately $60 million on an annualized basis in 2003, as a
result of the surge in the Canadian dollar to the $0.73 level.

At the same time as currency fluctuations depressed revenues, a
number of factors increased Ivaco's cost of production. Both Ivaco
Rolling Mills and the Sivaco Quebec division entered into new
labour contracts in late 2002, which substantially increased
labour and pension costs for those businesses. Ivaco and its
subsidiaries are also subject to substantial pension and legacy
costs including those from discontinued operations.

The price of scrap metal, one of the most significant inputs to
the production of steel, increased substantially in 2003. Energy
and transportation costs also increased significantly during the
same period. In October 2002, the United States Department of
Commerce imposed an anti-dumping duty deposit rate of 9.9% on the
import into the United States of certain types of wire rod
manufactured by Ivaco. As a result, Ivaco is required to deposit
9.9% of the value of certain wire rod shipments to the United
States, which has had a dramatic and adverse impact on Ivaco's
profitability and cash flow.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum. In addition, its
fabricated steel products operations have a rated production
capacity in the area of 400,000 tons per annum of wire, wire
products and processed rod, and over 200,000 tons per annum of
fastener products. Shares of Ivaco are traded on The Toronto Stock
Exchange (IVA).


IVACO: Steelworkers Will be Involved in Company's Restructuring
---------------------------------------------------------------
Lawrence McBrearty, National Director of the United Steelworkers,
said Tuesday that, as a stakeholder in the future of Ivaco Inc.,
the union will be involved in the restructuring of the Montreal-
based steel company, which has filed for bankruptcy protection
under the Companies' Creditors Arrangement Act.

"Our 1,700 members employed by Ivaco deserve a voice in ways to
bring Ivaco back to profitability," McBrearty said. "The union
fully intends to be involved, to protect the rights of our
members, and preserve jobs in the communities that depend on those
jobs."

McBrearty said the Steelworkers' union has lobbied the federal
government for over three years to recognize the crisis in the
Canadian steel industry, so far to no avail.

"The government has sat on its hands while cheap imports have
flooded the Canadian market. Tariffs won't solve all the problems
facing the industry, but they would assist by providing some
breathing space for good companies to get back on their feet."

Wayne Fraser, the Steelworkers' Ontario/Atlantic director, also
blamed the Government of Ontario for the high cost of hydro, which
contributes to the cost of running facilities like the rolling
mills in Eastern Ontario and the Ingersoll Fasteners Division.

"Stability in terms of infrastructure is an important part of
healing the steel industry," he said.

McBrearty, Fraser and Quebec Director Michel Arsenault said the
union's involvement in any restructuring is all about maintaining
jobs and sustaining communities.

The United Steelworkers represents about 180,000 men and women
working in every sector of Canada's economy. About 40,000 are
employed in the steel industry.

To find out more about the Steelworkers' campaign on steel and
steel trade, go to http://www.uswa.ca Click on "Bargaining,  
Campaigns & Political Action".

  
KB HOME: Third Quarter Results Reflect Significant Improvement
--------------------------------------------------------------
KB Home (NYSE: KBH), one of the largest homebuilders in the United
States and France, announced record financial results for its
third quarter ended August 31, 2003.  Highlights include:

     *  The Company's total revenues in the third quarter of 2003
        reached $1.44 billion, an all-time third quarter high, up
        12% from the previous high of $1.29 billion posted in
        2002.  Net income for the third quarter of 2003 totaled
        $97.8 million, the highest level for any third quarter in
        the Company's history, increasing 17% from $83.9 million
        in the third quarter of 2002.  Diluted earnings per share
        also established a new third quarter record of $2.33 in
        2003, increasing 19% from $1.95 per diluted share in the
        third quarter of 2002.

     *  During the first nine months of 2003, the Company
        delivered 18,457 homes compared with 17,520 delivered in
        the first nine months of 2002.  Total revenues for the
        first three quarters of 2003 reached $3.98 billion, up 19%
        from $3.35 billion in the first three quarters of 2002.   
        The Company's construction operating margin improved 60
        basis points to 8.8% for the nine months ended August 31,
        2003 and fueled a 22% increase in net income to $232.0
        million from $190.6 million for the nine months ended
        August 31, 2002.  Diluted earnings per share for the first
        three quarters of 2003 set a new Company record of $5.51,
        advancing 28% from the prior record of $4.29 per share in
        the same period of 2002.  The Company continued its share
        buyback activity in 2003, completing the repurchase of two
        million shares of its common stock during the nine-month
        period ended August 31.

     *  Company-wide net orders for the quarter ended August 31,
        2003 established a new third quarter record, increasing
        16% to 7,319 from the 6,319 net orders reported for the
        same quarter of 2002.  Year-over-year net order growth was
        driven by higher net orders from the Company's operations
        in the Southwest and Southeast regions of the U.S., and in
        France.  The Company's recent acquisitions have
        significantly expanded its territory in the Southeast
        region and set the stage for continued net order momentum.

     *  Backlog at August 31, 2003, in terms of both units and
        dollars, was the highest of any quarter-end in the
        Company's history.  The dollar value of backlog at
        August 31, 2003 totaled approximately $3.40 billion, up
        29% from the same period of 2002, and represents a strong
        pipeline of future revenues for the remainder of 2003 and
        the first half of 2004.  The Company's backlog at
        August 31, 2003 stood at 16,572 units, which was up 3,011
        units or 22% from 13,561 units at August 31, 2002.

     *  Subsequent to the quarter-end, on September 5, 2003, the
        Company completed the acquisition of Chicago, Illinois-
        based Zale Homes, a privately-held builder of single-
        family homes.  Zale generated revenues of just over $100
        million and delivered approximately 300 homes in the
        greater Chicago area in 2002.  The acquisition marks the
        Company's entry into the Chicago market, the fifth largest
        single-family homebuilding market in the United States.

"The acquisition of Zale, one of the leading homebuilders in
Chicago, is an exciting step toward strategically positioning KB
Home in one of the largest markets in the U.S. as well as in the
Midwest, where the potential for growth is strong," said Bruce
Karatz, chairman and chief executive officer. "The acquisition
extends the reach of KB Home beyond the Sunbelt and gives us a new
opportunity to further diversify our operations into a dynamic
market. The Zale family has developed an outstanding reputation
during its more than 50 years in the homebuilding industry as a
result of its customer-oriented approach and commitment to
quality, making Zale an excellent fit with KB Home."

Total revenues for the third quarter of 2003 amounted to $1.44
billion, up 12% from the year-earlier quarter revenues of $1.29
billion.  Housing revenues rose 11% to $1.39 billion from $1.25
billion in the year-earlier quarter as a result of increases in
both unit volume and average selling prices.  Unit deliveries rose
6% to 6,850 in the third quarter of 2003 from 6,490 in the same
quarter of 2002, while the Company's overall average selling price
rose 5% to $203,600 in 2003 from $193,100 in 2002.  The year-over-
year growth in the Company's average selling price in 2003
reflected increases in all of the Company's geographic regions
except its Southeast region.

Construction operating income for the third quarter increased 16%
to $137.3 million in 2003 from $118.8 million in the year-earlier
quarter due to the combined effects of higher unit volume and an
improved operating margin. The Company's housing gross margin
increased 140 basis points to 22.8% for the three months ended
August 31, 2003 from 21.4% for the same period of 2002 primarily
due to operating efficiencies achieved as well as the favorable
pricing environment.  The Company's construction operating margin
increased to 9.7% in the third quarter of 2003 from 9.4% in the
third quarter of 2002.  Net income rose to an all-time third
quarter high of $97.8 million in 2003, up 17% from $83.9 million
in the third quarter of 2002.

"The Company's record financial results for the third quarter
demonstrated the continued merits of the Company's operational
business model," Karatz said.  "During the quarter, our margins
continued to expand as we maintained adherence to our operational
disciplines and achieved efficiencies.  In addition, strong demand
by our customers against a backdrop of economic growth and
improving consumer confidence reinforced the positive operating
climate. Our outlook for the remainder of 2003 and our current
view of 2004 are favorable as we anticipate being able to maintain
our margins in light of current macroeconomic trends."

The Company generated 7,319 net orders for the quarter ended
August 31, 2003, which marked a new third quarter record and
represented an increase of 16% from the 6,319 net orders posted
for the same quarter of 2002.  In each month of the quarter, the
Company's net orders were up on a year-over-year basis.  The third
quarter net order growth propelled the Company's backlog to the
highest quarter-end level in its history.  The Company's backlog
value reached approximately $3.40 billion at August 31, 2003, a
29% increase compared to $2.64 billion at August 31, 2002.  Total
backlog units at August 31, 2003 were up 22% year-over-year to
16,572 units due to increases in all geographic regions in which
the Company operates except for its Central region.  The record
backlog at the end of the third quarter supports the Company's
growth goals for delivery volume in 2004.

"The demand for affordable single-family homes remained solid
during the quarter and pushed our backlog to an all-time high,"
said Karatz.  "Although interest rates have moved up over the past
couple of months, our Company-wide net orders for the month of
August 2003 still showed a double-digit percentage year-over-year
increase.  While interest rates continue to remain at historic
lows, we believe that the adverse impact on demand of a further
uptick in interest rates would be offset by the favorable effects
of economic recovery and improving consumer sentiment as well as
the constrained supply of new and existing home inventory."

KB Home (Fitch, BB- Senior Subordinated and BB+ Senior Unsecured
Debt Ratings, Stable) is one of America's largest homebuilders
with domestic operating divisions in the following regions and
states: West Coast -- California; Southwest -- Arizona, Nevada and
New Mexico; Central -- Colorado and Texas; and Southeast --
Florida, Georgia and North Carolina.  Kaufman & Broad S.A., the
Company's majority-owned subsidiary, is one of the largest
homebuilders in France.  In fiscal 2002, the Company delivered
25,565 homes in the United States and France.  It also operates KB
Home Mortgage Company, a full-service mortgage company for the
convenience of its buyers.  Founded in 1957, KB Home is a Fortune
500 company listed on the New York Stock Exchange under the ticker
symbol "KBH."  For more information about any of KB Home's new
home communities, visit the Company's Web site at
http://www.kbhome.com  


KMART CORP: Secures Court Clearance for JDA Settlement Agreement
----------------------------------------------------------------
The Kmart Corporation Debtors obtained the Court's approval of
their settlement agreement with JDA Software, Inc. to resolve
JDA's claims against the estates.  JDA asserts a $291,597
administrative expense claim, $1,865,450 in outstanding unsecured
prepetition claims and $737,155 in damages arising from rejected
agreements.

As of the Petition Date, the Debtors and JDA were parties to four
agreements concerning the development of software that would
enable the Debtors to open a store in Port of Spain, Trinidad and
subsequent stores in the Caribbean.  However, based on a number
of factors, the Debtors determined to reject all four agreements.

The Debtors dispute JDA's Administrative Expense Claim.  Their
evaluation of the Prepetition Claim also found support for all
but $45,000 of the amounts outstanding as of the Petition Date.  
The Debtors also believe that JDA's rejection damages may be
overstated.

After discussion between parties, JDA agreed to consider the
Administrative Expense Claim as a Lease Rejection Claim under
Class 5 for $2,894,205.  In addition, JDA and the Debtors agree
to reduce the Prepetition Claim to $2,800,000.  

The parties also agree to amend and extend a Software License
Agreement and a Software Maintenance Agreement, which the Debtors
assumed pursuant to their Plan.  Under the Assumed Agreements,
the Debtors license and receive support for software used in
automated replenishment and layout planning. (Kmart Bankruptcy
News, Issue No. 62; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


KNOWLES ELEC.: S&P Revises Outlook to Positive over Refinancing
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Knowles
Electronics Holdings to positive from negative. At the same time,
Standard & Poor's affirmed its 'CCC+' corporate credit and bank
loan ratings, as well as its 'CCC-' rating of the company's
subordinated notes.

"The outlook revision is primarily based on Knowles' recent
refinancing of its bank facility and divestiture of three noncore
businesses. Together, these actions have eliminated debt
maturities until 2006 and bolstered near-term liquidity," said
Standard & Poor's credit analyst Bruce Hyman.

Itasca, Illinois-based Knowles designs and manufactures components
for the hearing-aid market, as well as other acoustic products
such as microphones and receivers for headsets and surveillance
equipment. As of June 30, 2003, Knowles had $288.7 million of
total debt outstanding.


LENNAR CORP: Reports Improved Third Quarter 2003 Performance
------------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B), one of the nation's
largest homebuilders, reported earnings for its third quarter
ended August 31, 2003.

Third quarter net earnings in 2003 were $201.6 million, or $2.43
per share diluted, compared to net earnings of $142.2 million, or
$1.83 per share diluted, in the third quarter of 2002. Earnings
per share amounts and average shares outstanding for 2003 and 2002
have been adjusted to reflect the effect of the Company's April
2003 10% Class B common stock distribution.

Stuart Miller, President and Chief Executive Officer of Lennar
Corporation, said, "Our record results for the third quarter are
attributable to continued strength in the homebuilding market and
our disciplined approach to managing our business, which we call
'The Lennar Process'.  This process allows us to generate
sustainable strong returns on capital and equity while remaining
focused on protecting our conservative balance sheet."

Mr. Miller continued, "We have continued to expand our proven and
very successful dual marketing strategy into each of our markets,
which has enabled us to increase market share.  We have also
continued to improve our already strong gross margins by creating
programs to reduce construction costs while improving quality."

Mr. Miller concluded, "Based on our record performance and strong
backlog entering the fourth quarter, we are comfortable increasing
our EPS goal for fiscal 2003 to $8.90 from $8.50 per share.  
Additionally, even with the recent rise in interest rates and
lumber prices, as well as a slower refinance market, we remain
well positioned to deliver 37,000 homes and achieve our stated
goal of $9.50 per share in fiscal 2004."

                     RESULTS OF OPERATIONS

         THREE MONTHS ENDED AUGUST 31, 2003 COMPARED TO
                THREE MONTHS ENDED AUGUST 31, 2002

Homebuilding

Revenues from sales of homes increased 21% in the third quarter of
2003 to $2.0 billion from $1.7 billion in the same period last
year.  Revenues were higher due primarily to a 13% increase in the
number of home deliveries and a 6% increase in the average sales
price.  New home deliveries increased to 7,929 homes in the third
quarter of 2003 from 6,993 homes in the same period last year.  In
the third quarter of 2003, new home deliveries were higher in most
of the Company's markets, primarily in California and Illinois,
compared to 2002.  The average sales price on homes delivered
increased to $257,000 in the third quarter of 2003 from $242,000
in 2002, primarily due to an increase in the average sales price
in some of the Company's markets, combined with changes in product
and geographic mix.

Gross profits on home sales increased to $483.9 million in the
third quarter of 2003, compared to $377.8 million in 2002. Gross
margin percentages on home sales were 23.7% (25.3% excluding
interest) in 2003, compared to 22.3% (24.5% excluding interest) in
2002.  Margins were positively impacted by a greater contribution
from a strong California market, combined with lower interest
costs due to a lower debt leverage ratio while the Company
continues to grow.

Selling, general and administrative expenses as a percentage of
revenues from home sales were 10.8% in the third quarter of 2003
compared to 10.6% in the same period in 2002.

Gross profits on land sales totaled $7.8 million in the third
quarter of 2003, compared to $8.2 million in the same period in
2002.  Equity in earnings from unconsolidated partnerships was
$25.1 million in the third quarter of 2003, compared to $4.2
million in the same period last year.  Management fees and other
income, net totaled $4.9 million in the third quarter of 2003,
compared to $7.1 million in the same period in 2002. Land sales,
equity in earnings from unconsolidated partnerships and management
fees and other income, net may vary significantly from period to
period depending on the timing of land sales and other
transactions by the Company and unconsolidated partnerships in
which it has investments.

In the three months ended August 31, 2003, homebuilding results
reflect reclassifications within the statement of earnings that
have been made to interest expense (included in cost of sales),
equity in earnings from unconsolidated partnerships and management
fees and other income, net. Prior year amounts have been
reclassified to conform to the 2003 presentation. These
reclassifications have no impact on reported net earnings.

Financial Services

Operating earnings for the Financial Services Division increased
to $49.3 million in the third quarter of 2003 from $30.1 million
in the same period last year.  The significant increase in the
Division's mortgage and title operating earnings was primarily due
to an extremely strong refinance environment in the third quarter
of 2003, compared to 2002.

Corporate General and Administrative Expenses

Corporate general and administrative expenses as a percentage of
total revenues were 1.2% in the third quarter of 2003, compared to
1.1% in the same period last year.

          NINE MONTHS ENDED AUGUST 31, 2003 COMPARED TO
                 NINE MONTHS ENDED AUGUST 31, 2002

Homebuilding

Revenues from sales of homes increased 28% in the nine months
ended August 31, 2003 to $5.4 billion from $4.2 billion in the
same period last year. Revenues were higher due primarily to a 19%
increase in the number of home deliveries and an 8% increase in
the average sales price.  New home deliveries increased to 20,956
homes in the nine months ended August 31, 2003 from 17,683 homes
in the same period last year.  In the nine months ended August 31,
2003, new home deliveries were higher in most of the Company's
markets, primarily in California and Illinois, compared to 2002.  
The average sales price on homes delivered increased to $257,000
in the nine months ended August 31, 2003 from $237,000 in the same
period last year, primarily due to an increase in the average
sales price in some of the Company's markets, combined with
changes in product and geographic mix.

Gross profits on home sales increased to $1.2 billion in the nine
months ended August 31, 2003, compared to $0.9 billion in 2002.
Gross margin percentages on home sales were 22.8% (24.6% excluding
interest) in 2003, compared to 21.8% (24.0% excluding interest) in
2002.  Margins were positively impacted by a greater contribution
from a strong California market, combined with lower interest
costs due to a lower debt leverage ratio while the Company
continues to grow.

Selling, general and administrative expenses as a percentage of
revenues from home sales were 11.3% in the nine months ended
August 31, 2003 compared to 11.2% in the same period in 2002.

Gross profits on land sales totaled $25.1 million in the nine
months ended August 31, 2003, compared to $2.1 million in the same
period in 2002.  Equity in earnings from unconsolidated
partnerships was $45.0 million in the nine months ended August 31,
2003, compared to $17.1 million in the same period last year.
Management fees and other income, net totaled $15.6 million in the
nine months ended August 31, 2003, compared to $25.5 million in
the same period in 2002.  Land sales, equity in earnings from
unconsolidated partnerships, and management fees and other income,
net may vary significantly from period to period depending on the
timing of land sales and other transactions by the Company and
unconsolidated partnerships in which it has investments.

In the nine months ended August 31, 2003, homebuilding results
reflect reclassifications within the statement of earnings that
have been made to interest expense (included in cost of sales),
equity in earnings from unconsolidated partnerships and management
fees and other income, net. Prior year amounts have been
reclassified to conform to the 2003 presentation. These
reclassifications have no impact on reported net earnings.

Financial Services

Operating earnings for the Financial Services Division increased
to $120.9 million in the nine months ended August 31, 2003 from
$80.2 million in the same period last year.  The significant
increase in the Division's mortgage and title operating earnings
was primarily due to an extremely strong refinance and housing
environment in the nine months ended August 31, 2003, compared to
2002.

Corporate General and Administrative Expenses

Corporate general and administrative expenses as a percentage of
total revenues were 1.3% in the nine months ended August 31, 2003,
compared to 1.2% in the same period in 2002.

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner, the
Company includes the following brand names: Lennar Homes, U.S.
Home, Greystone Homes, Village Builders, Renaissance Homes, Orrin
Thompson Homes, Lundgren Bros., Winncrest Homes, Sunstar
Communities, Don Galloway Homes, Patriot Homes, NuHome, Barry
Andrews Homes, Concord Homes, Summit Homes, Cambridge Homes,
Seppala Homes, Coleman Homes, Genesee and Rutenberg Homes.  The
Company's active adult communities are primarily marketed under
the Heritage and Greenbriar brand names.  Lennar's Financial
Services Division provides mortgage financing, title insurance,
closing services and insurance agency services for both buyers of
the Company's homes and others.  Its Strategic Technologies
Division provides high-speed Internet access, cable television and
alarm installation and monitoring services to residents of the
Company's communities and others. Previous press releases may be
obtained at http://www.lennar.com  

                         *     *     *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Lennar Corp., to 'BBB-' from 'BB+'. At the same
time, ratings are raised on approximately $2.185 billion senior
debt, including bank lines, and on $254 million subordinated
debt. The company's outlook is revised to stable from positive.

The ratings and outlook acknowledge Lennar's solid market
position, highly profitable operations, successful track record
of integrating acquisitions, and sound financial risk profile.
These credit strengths, coupled with management's discipline
with regard to debt leverage, should enable Lennar to perform
solidly even if housing demand does soften.

                         RAISED RATINGS

                          Lennar Corp.

                                     Ratings
                              To              From
                              --              ----
     Corporate credit         BBB-/Stable     BB+/Positive
     $2.185 bil. sr debt      BBB-            BB+
     $254.19 mil. sub debt    BB+             BB-

                         U.S. Homes Corp.

                                     Ratings
                              To              From
                              --              ----
     Corporate credit         BBB-            BB+
     $2.181 mil. sr debt      BBB-            BB+
     $6.187 mil. sub debt     BB+             BB-


LTWC CORP: Ex-Auditor BDO Seidman Airs Going Concern Uncertainty
----------------------------------------------------------------
As previously disclosed, on July 23, 2003, LTWC Corporation and
four of its subsidiaries filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (Case
No. 03-12272).  The Debtors also entered into an agreement to sell
substantially all of their assets (other than cash and cash
equivalents) to Markado, Inc., pursuant to Section 363 of the
Bankruptcy Code.  

On August 22, 2003, BDO Seidman, LLP resigned as the Company's
principal accountant responsible for auditing the Company's
financial statements.  If the asset sale is consummated the
Company plans to wind-down its operations and does not anticipate
appointing another principal accountant responsible for auditing
the Company's financial statements.

BDO's report on the financial statements of the Company for the
fiscal year ended December 31, 2002 contained an explanatory
paragraph which noted that the Company had suffered recurring
losses and negative cash flow from operations.  Such explanatory
paragraph also noted that these conditions raised substantial
doubt about the Company's ability to continue as a going concern.


MAGELLAN HEALTH: Wants to Reject New York Regional Center Lease
---------------------------------------------------------------
Debtor Magellan Behavioral Health, Inc. was a party to an
August 14, 1991 non-residential property lease with TST/Commerz
East Building LP and TST 666 Third LLC.  The Lease governs
certain premises located at 666 Third Avenue in New York.  The
Debtors use the Premises for a regional service center to provide
customer support to their customers.

As part of their internal operational restructuring program, the
Debtors determined to combine many of their regional service
centers into fewer, larger care management centers located
throughout the country to decrease operating costs.  The Debtors
closed, or are in the process of closing, many of their regional
service centers.  The Debtors also expanded a select few centers
to serve as large care management centers to provide services to
the Debtors' customers and their members.

One of the service centers to be closed is the New York service
center.  The Debtors will consolidate their New York operations
into the care management center located in Parsippany, New
Jersey.  The Debtors and their advisors reviewed and analyzed the
Lease to determine its economic value in the perspective of their
reorganization.  Based on the results, the Debtors have determined
to reject the Lease.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, explains that the Debtors no longer have a use for the
Premises relating to the Lease.  Despite the Debtors' efforts,
they have been unable to reach an agreement with TST regarding a
consensual early termination of the Lease.  Moreover, the rent
under the Lease is at or above market rate.  Accordingly, there
is no potential value that might be realized by a future sale of
the Lease.  Thus, the Debtors have determined to reject the Lease
and avoid the incurrence of any additional expenses with respect
to it.  The rejection will also result in a $7,200,000 reduction
in monthly rental costs over the next 4.5 years.

Thus, the Debtors seek the Court's authority to reject the Lease
effective as of September 30, 2003.  This will give the Debtors
time to vacate the Premises.  In addition, the Debtors propose
that any claim for damages arising as a result of the rejection of
the Lease must be filed within 30 days after Court approval of the
rejection. (Magellan Bankruptcy News, Issue No. 13: Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


MET-COIL SYSTEMS: Wants Court to Fix November 14 Claims Bar Date
----------------------------------------------------------------
Met-Coil Systems Corporation, is asking the U.S. Bankruptcy Court
for the District of Delaware to fix November 14, 2003, as the date
by which all its creditors must file their proofs of claim or be
forever barred from asserting that claim.

The Debtor points out that the requested Bar Date will provide
ample time for mailing thousands of Bar Date Notices and allowing
the Debtor's creditors a reasonable opportunity to prepare and
file proofs of claim.  

All proofs of claim, to be deemed timely-filed, must be received
on or before 4:00 p.m. (Pacific Time) on Nov. 14.  Claim forms
must be delivered:

      (a) if by mail,

          Bankruptcy Management Corporation
          Attn: Met-Coil Systems Corporation Claims Processing
          P.O. Box 1033
          El Segundo, CA 90245-1033;

            or

      (b) if delivery by hand, courier or overnight service,

          Bankruptcy Management Corporation
          Attn: Met-Coil Systems Corporation, Claims Processing
          1330 East Franklin Avenue
          El Segundo, California 90245

Claimholders exempted from the Bar Date are those that hold claims
which are:

     a) already been properly filed with the Claims Docketing
        Center or the Clerk of the Court;

     b) listed on the Schedules and not described as "disputed,"
        "contingent" or "unliquidated";

     c) already paid by the Debtor with the authorization of
        this Court; and

     d) previously fixed and allowed by an order of this Court.

Additionally, the Debtor requests that proofs of claim for any
rejection damages claim arising during this case, be filed:

     i) by the later of 30 days after the effective date of
        rejection of such executory contract or unexpired lease
        or

    ii) pursuant to a Court-approved notice or

   iii) the Bar Date.

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


METRIS COMPANIES: Consummates Sale of $590 Million Portfolio
------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) has closed on the sale of a
portfolio of approximately 160,000 credit card accounts and $590
million in receivables.

The Company announced the sale of approximately $145 million of
accounts and receivables from Direct Merchants Credit Card Bank,
its wholly owned subsidiary, and approximately $445 million of
receivables from Metris Receivables, Inc., its wholly owned
subsidiary, which were held by the Metris Master Trust prior to
the sale.

The Company will set aside a portion of the proceeds from this
sale to support compliance with its agreement with the Office of
the Comptroller of the Currency to eliminate the risk associated
with the federally insured deposits at Direct Merchants Credit
Card Bank. As a result of the sale, Metris will take a third-
quarter 2003 pre-tax charge of approximately $75 to $85 million,
which will include a write-down of consumer-based intangibles
associated with the sold receivables. The sale will result in a
small cash increase for the Company due to its financing
structure. The loss associated with the portfolio sale will be
largely offset by a gain to be realized in the third quarter from
the previously announced sale of the membership and warranty
products and operations of Metris' enhancement services business.

"We are pleased to announce the closing of this portfolio sale,"
said David Wesselink, Metris Chairman and CEO. "The transaction
provides multiple advantages for the Company, including enhancing
our overall liquidity position while supporting our efforts to
meet our regulatory requirements of eliminating the deposit risk
at our bank."

Metris Companies Inc. (NYSE:MXT) (S&P, CCC- Long-Term Counterparty
Credit and Senior Unsecured Debt Ratings, Negative), based in
Minnetonka, Minn., is one of the largest bankcard issuers in the
United States. The company issues credit cards through Direct
Merchants Credit Card Bank, N.A., a wholly owned subsidiary
headquartered in Scottsdale, Ariz. For more information, visit
http://www.metriscompanies.comor  
http://www.directmerchantsbank.com  


METRIS COS.: Replaces $610 Million ABS Debt from Metris Master
--------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) announced that Metris
Receivables, Inc., its wholly owned subsidiary, through the Metris
Master Trust, has replaced the $610 million 2001-1 series asset-
backed securitization from the MMT. The 2001-1 series was
scheduled to begin an accumulation period on November 1, 2003 and
mature in January 2004.

The replacement of the 2001-1 series also meets the requirements
of the Company's existing conduit providers that the Company
secure an additional funding commitment no later than
September 30, 2003. The new private conduit, series 2003-1,
matures February 28, 2004.

"We are pleased to have met this funding requirement," said David
Wesselink, Metris Chairman and CEO. "Today's announcement
represents further progress in the Company's efforts to enhance
our overall liquidity position."

Metris Companies Inc. (NYSE:MXT) (S&P, CCC- Long-Term Counterparty
Credit and Senior Unsecured Debt Ratings, Negative), based in
Minnetonka, Minn., is one of the largest bankcard issuers in the
United States. The company issues credit cards through Direct
Merchants Credit Card Bank, N.A., a wholly owned subsidiary
headquartered in Scottsdale, Ariz. For more information, visit
http://www.metriscompanies.comor  
http://www.directmerchantsbank.com  


MILLER INDUSTRIES: NYSE Accepts Plan to Meet Listing Guidelines
---------------------------------------------------------------
Miller Industries, Inc. (NYSE: MLR) has been notified by the New
York Stock Exchange that the NYSE has accepted the Company's plan
to regain compliance with the NYSE's continued listing standards
relating to shareholders' equity and market capitalization within
an 18 month timeframe.

                         *    *    *

As reported in Troubled Company Reporter's August 22, 2003
edition, Miller Industries' Junior Credit Facility matured and was
due and payable on July 23, 2003, under which $13.8 million was
outstanding June 30, 2003. The Company has not yet repaid or
refinanced the outstanding principal and interest under the Junior
Credit Facility.

The Company's failure to repay all outstanding principal, interest
and any other amounts due and owing under the Junior Credit
Facility on the maturity date constituted an event of default
under the Junior Credit Facility and also triggered an event of
default under the Senior Credit Facility cross-default provisions.
Pursuant to the terms of the Intercreditor Agreement, the junior
lender agent and the junior lenders are prevented from taking any
enforcement action or exercising any remedies against the Company,
its subsidiaries or their respective assets in respect of such
event of default during a standstill period which will expire on
the earlier of: (i) November 26, 2003 (the date which is 120 days
after the date that written notice was given by the junior lender
agent to the senior lender agent of its intent to commence an
enforcement action as a result of the occurrence of the Junior
Credit Facility defaults), subject to extension by notice from
senior lender agent to junior lender agent to April 24, 2004 (the
date which is 270 days after the date of the Junior Notice); (ii)
the acceleration of the maturity of the obligations of the Company
under the Senior Credit Facility by the senior lender agent, and
(iii) the commencement of any bankruptcy, insolvency or similar
proceeding against the Company or certain of its subsidiaries.

On August 5, 2003, the senior agent gave a payment blockage notice
to the junior agent, thereby preventing the junior agent and
junior lenders from receiving any payments from the Company in
respect of the Junior Credit Facility while such blockage notice
remains in effect. This payment blockage will expire on the
earlier of (i) February 1, 2004 (subject to an extension to May 1,
2004) if the Standstill Period is extended from November 26, 2003
to April 24, 2004 at the election of the senior lender agent by
notice to the junior lender agent as described above, or (ii) the
date that the Senior Credit Facility defaults giving rise to the
payment blockage notice have been cured or waived. An event of
default has also occurred under the Junior Credit Facility and the
Senior Credit Facility as a result of the auditor's report for the
Company's December 31, 2002 financial statements including an
explanatory paragraph that referred to uncertainty about the
Company's ability to continue as a going concern for a reasonable
period of time. These existing events of default under the Senior
Credit Facility could result in the acceleration of the amounts
due under the Senior Credit Facility as well as other remedies if
not waived by the senior lenders. There is no assurance that the
Company will be able to obtain such a waiver from the senior
lenders or a waiver from the junior lenders of any events of
default that have occurred.

The Company is currently in discussions with the lenders under the
Junior Credit Facility to extend the maturity date of the Junior
Credit Facility and/or to refinance the Junior Credit Facility.
The Company has also entered into discussions with the lenders
under the Senior Credit Facility to refinance the Senior Credit
Facility. There can be no assurance that the Company will be able
to extend the maturity date of the Junior Credit Facility or
refinance either or both Credit Facilities.

Finally, the Company recently submitted a plan to the New York
Stock Exchange for regaining compliance with the NYSE's continued
listing standards. The plan is centered on focusing all the
Company's resources, manpower as well as financial, on returning
the manufacturing operations to their historically profitable
levels. The NYSE may take up to 45 days to review and evaluate the
plan.

Miller Industries is the world's largest manufacturer of towing
and recovery equipment. The Company markets its towing and
recovery equipment under a number of well-recognized brands,
including Century, Vulcan, Chevron, Holmes, Challenger, Champion
and Eagle.


MIRENCO INC: Hires Stark Winter as New Independent Accountants
--------------------------------------------------------------
On July 23, 2003, Mirenco Inc.'s Board of Directors approved
minutes terminating the services of Grant Thornton, LLP of Kansas
City, Missouri as the Company's independent auditors. The
termination of Grant Thornton resulted from a business decision
made by the Board of Directors because of cost considerations.  
The Company formally notified Grant Thornton, concurrent with the
Board's approval of minutes of the Board Meeting where the
decision was made.

The accountant's report on the financial statements for the past
two years contained a going concern opinion expressing substantial
doubt about the ability of the Company to continue as a going
concern for the fiscal year ended December 31, 2002.  For the most
recent year Grant Thornton issued a material weakness in internal
control report advising Mirenco that the controls necessary to
develop reliable financial statements do not exist. The Company's
Board of Directors discussed this reportable event with Grant
Thornton and has authorized Grant Thornton to fully respond to
inquiries of the successor accountant regarding this matter.

On July 23, 2003, the Board of Directors approved minutes which
approved the retention of the accounting firm of Stark, Winter,
Schenkein & Co., LLP, Certified Public Accountants of Denver,
Colorado as its independent auditors for the fiscal year ending
December 31, 2003.  Grant Thornton's issuance of a material
weakness in internal control report was dated April 14, 2003 on
April 22, 2003 in draft form to the COO and CFO of the Company.
The letter, which formalized Grant Thornton's previous
communications to the Board of Directors and management, was
issued May 28, as follows:   

"We believe that the following significant deficiencies are
indicative of a control environment that lacks a sufficient level
of control consciousness. This lack of control consciousness is
the primary reason for our conclusion that these significant
deficiencies, in the aggregate, constitute material weaknesses in
the design and operation of internal control under standards
established by the American Institute of Certified Public
Accountants.

"During the audit, we noted several accounts that required
adjustment. When these accounts were analyzed for the year-end
audit, six adjustments were made in total. These adjustments,
which impacted every financial statement classification, reduced
pre-tax income by $690,000. The most significant adjustment was
for impairment of the corporate office building, which resulted in
a loss of $677,000. This issue was brought to the attention of the
Board of Directors, Audit Committee and former chief financial
officer earlier in the year and should have been addressed before
year-end.   In addition, the current accounting personnel must
become familiar with new SEC reporting regulations and reporting
requirements to ensure that a comprehensive understanding of the
processes for accumulating and reporting financial information is
present. Furthermore, the Company must draft the financial
statements and strive to complete the reporting requirement in a
more timely fashion. The efficiency, timeliness and accuracy of
financial reporting is imperative to compliance with the SEC
reporting requirements."    


NORSTAN INC: August 2 Working Capital Deficit Tops $18 Million
--------------------------------------------------------------
Norstan, Inc. (Nasdaq:NRRD), a leading provider of communications
technology solutions and services, reported revenues of $56.9
million for the first quarter of fiscal 2004 ended August 2, 2003,
a 9.2% increase over the $52.1 million reported in the same period
last year.

Gross margin of 28.1% for the first quarter of fiscal 2004 was
down from 31.7% recorded a year ago as a result of a changing
product mix and lower utilization rates during the quarter.
Norstan recorded an operating loss of $2.9 million for the first
quarter of fiscal 2004 versus net income of $769,000 in the same
period last year, which was attributable to the company's ongoing
investment in expansion into tier one markets and continued gross
margin pressure.

Norstan recorded a first quarter net loss from continuing
operations of $2.0 million, as compared to net income of $43,000
in the same period for fiscal 2003. During the quarter, Norstan
recorded a net gain on the disposal of real estate received as
part of the Vadini arbitration settlement of $155,000. Net loss
for the first quarter of fiscal 2004 totaled $1.9 million,
compared to net income of $2.2 million in the first quarter of
fiscal 2003.

"While our revenue growth improved as compared to last year in
spite of continued market softness in IT spending, the operating
loss was larger than we had anticipated," said James C. (Jim)
Granger, president and chief executive officer at Norstan. "We
will continue to adjust our cost model with a view toward
achieving long term profitability. We believe our strategy of
expansion into cities, such as New York, San Francisco, Atlanta
and Chicago, is the right one to position Norstan for the future."

Revenues decreased 3.6% from the $59.0 million generated in the
fourth quarter of fiscal 2003. Gross margin remained relatively
flat from the 28.4% reported last quarter. Net loss from
continuing operations increased quarter over quarter from the net
loss of $959,000, or $0.08 per share, reported in the fourth
quarter of fiscal 2003. Net income declined sequentially from the
$1.7 million net income, or $0.13 per diluted share, reported in
the fourth quarter. Norstan recorded a net gain on discontinued
operations of $2.7 million in the fourth quarter of fiscal 2003 as
a result of the accelerated payment from NetWolves in connection
with the sale of Norstan Network Services in the first quarter of
fiscal 2003.

As part of Norstan's continued focus on right-sizing the cost
model to ensure long term profitability, the Company anticipates
recording a restructuring charge in the second quarter of fiscal
2004 ranging from $1.5 - $2.0 million, related to a reduction in
work force of approximately 75-100 people. The execution of this
action is anticipated to be completed by the end of Norstan's
second quarter. At the same time Norstan will continue to build
its workforce in technology expertise and geographies of
opportunity to augment the company's growth. The company will
continue to manage expenses to better align resources with market
demand.

At August 2, 2003, Norstan's balance sheet shows that its total
current liabilities exceeded its total current assets by about $18
million.

Norstan's first quarter results placed the company out of
compliance with one specific covenant contained in the agreement
governing the company's primary credit facility. Norstan's lenders
have waived this covenant violation. The anticipated restructuring
charge and a continuation of the factors contributing to Norstan's
first quarter loss will cause the company to be out of compliance
with its lending agreement in the second fiscal quarter of 2004.
Norstan's management is engaged in discussions with the company's
current lenders regarding these matters. Additionally, the company
is conducting discussions with other financial institutions
concerning Norstan's long-term credit financing needs.

                    Quarterly Highlights:

-- Mercedes Benz Canada selected Norstan Canada, Ltd., to supply
   an Internet Protocol (IP) voice and data system for the
   company's new Toronto headquarters facility, lowering the
   company's maintenance costs and streamlining the management of
   its voice and data communications.

-- Norstan Communications was chosen by the City of Coquitlam, one
   of North America's leading high-tech cities, to install a new
   Nortel Network's IP telephony system, including 700 phones and
   a new, advanced, data infrastructure that links 15 sites
   throughout the city, providing a savings to Coquitlam's
   taxpayers.

-- Rice Memorial Hospital selected Norstan Communications to
   deploy a wireless voice over IP network on a Distributed
   Antenna System (DAS), improving communications for hospital
   staff and patient care.

-- Norstan Communications entered a distribution agreement with
   Ascendent Telecommunications, a leading developer of mobility
   and disaster recovery technology solutions for voice
   communications.

                       Fiscal 2004 Outlook

While Norstan's management remains optimistic the Company will be
profitable over the longer term, the Company believes it is unwise
to provide detailed guidance on near term revenues and earnings
per share.

Norstan, Inc. (Nasdaq:NRRD), the technology services people who
improve the way their customers communicate. A full-service
telecommunications solutions company that delivers voice and data
technologies and services, and remanufactured equipment to select
corporate end-users and channel partners. Norstan also offers a
full range of technologies for call center design, messaging,
infrastructure, conferencing and mobility. Norstan has offices
throughout North America. To learn more, visit the Norstan Web
site at http://www.norstan.com  


NORTHWESTERN CORP: Receives Court Approval of First Day Motions
---------------------------------------------------------------
NorthWestern Corporation has received approval from the U.S.
Bankruptcy Court for the District of Delaware for a series of the
company's "first day" motions.

Following a hearing held on September 15, 2003, the court
approved, among other things, motions related to:

-- Normal payment of employee salaries, wages and benefits;

-- Payment to suppliers for the post-petition delivery of goods
   and services;

-- Allowance to pay unpaid property taxes to counties in the State
   of Montana;

-- Continuation of bank accounts and existing cash management
   system; and

-- Continuation of forward power contracts and the ability to
   enter into such contracts in the ordinary course of business.

Additionally, the court approved, under interim order, access to
$50 million of the $100 million debtor-in-possession financing
facility arranged by the company with Bank One, N.A. These funds,
in addition to unrestricted cash and normal cash flow, will
provide sufficient liquidity to continue normal operations,
including the procurement of energy supplies, as the Company
restructures.

"The approval of our first day motions helps ensure that
NorthWestern can maintain its focus on serving our customers and
delivering reliable energy services as we work to strengthen our
financial platform," said Gary G. Drook, NorthWestern's President
and Chief Executive Officer.

As previously announced, NorthWestern Corporation filed to
reorganize under Chapter 11 of the U.S. Bankruptcy Code on
Sept. 14, 2003, with the U.S. Bankruptcy Court for the District of
Delaware. The case number is 03-12872 (PJW), and the presiding
judge is the Honorable Peter J. Walsh.

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


NRG ENERGY: Stone & Shaw Constructors Want Examiner Appointed
-------------------------------------------------------------
Andrew Dash, Esq., at Brown, Rudnick, Berlack, Israels, LLP, in
New York, relates that an important part of the NRG Energy
Debtors' Plan is the Xcel Settlement.  The Debtors are seeking to
proceed with balloting and confirmation even though the Xcel
Settlement Agreement and a related Release Based Amount Agreement
are still being negotiated.

Mr. Dash tells the Court that the Debtors' Disclosure Statement,
the Xcel Settlement and Plan provide for impermissibly broad
releases of Xcel, NRG's ultimate parent, and certain affiliates
from both derivative and direct claims.  The fundamental terms of
the Xcel releases are not contained in either the Plan nor the
Disclosure Statement, but in the Term Sheet attached as Exhibit A
to the Plan and a Plan Support Agreement attached as Exhibit B to
the Plan.

                   The Releases Benefiting Xcel

The term "Released Parties" is defined in the Term Sheet to
include Xcel, its officers, directors, and affiliates.  The term
"NRG Released Causes of Action" is defined in the Term Sheet to
include all claims relating to any matter related to NRG.
The Plan requires that the order confirming the Plan:

    (a) contain an express finding that "all NRG Released Causes
        of Action to be specified by Xcel are the exclusive
        property of the Debtors pursuant to Section 541 of the
        Bankruptcy Code," and

    (b) permanently enjoin any creditor of the Debtors from
        pursuing any NRG Related Causes of Action against any of
        the Released Parties, including, without limitation,
        commencing or continuing any actions or other
        proceedings.

                Proposed Distributions to Class 6
        The Released-Based Amount and the Release Election

Under the Plan, the Debtors' general unsecured creditors may
receive distributions consisting of its pro rata share of New NRG
Senior Notes and New NRG Common Stock.  If the claimant "elects"
to release its claims against Xcel in accordance with the Release
Election, the claimant may receive an additional distribution
consisting of a pro rata share of the Released-Based Amount based
on the claimant's allowed claim against the Debtors compared to
the aggregate of other allowed general unsecured claims against
the Debtors, including some or all of Stone and Shaw's NRG
Claims.

The Released-Based Amount is a fund up to $390,000,000, which
Xcel is to contribute, together with its claims against the
Debtors and parties related to the Debtors, in exchange for the
releases in Xcel's favor of All Other Claims.  The Released-Based
Amount is payable in cash or, under certain circumstances in
connection with a specified downgrade in the credit ratings on
Xcel's own unsecured publicly-held notes, in so-called "XEL
Stock," the precise terms of which none of the Plan, the Term
Sheet and the Plan Support Agreement makes clear.  

To the extent that creditors elect, in accordance with the
Release Election, not to receive their pro rata shares of the
Released-Based Amount, the Term Sheet contemplates that the
aggregate amount of the pro rata shares will be credited against
and deducted from the amount of Xcel's contributions due under
the Plan.  The "details as to how to calculate the Released-Based
Amount payable by Xcel to NRG at any time" are to be specified in
a separate agreement, which has not been finalized and many of
the terms of which have not been disclosed, among NRG, Xcel, the
Committee, the Global Steering Committee and the Noteholder
Group.

                      Disclosure Statement

Mr. Dash also notes that the Disclosure Statement does not
contain adequate disclosure as to:

   (a) the rationale and bases for the proposed settlement and
       release of claims against Xcel embodied in the Term Sheet;

   (b) the nature and value of the Debtors' and individual
       creditors' direct claims against Xcel that are being
       settled and released under the Plan;

   (c) the reasons why a separate $112,000,000 cash payment is
       being made by Xcel to the Separate Bank Settlement Group
       outside of the Plan or the nature and value of the claims
       held by the Separate Bank Settlement Group against Xcel;

   (d) the tax benefits to be derived by Xcel as a result of the
       proposed settlement and whether the Xcel Settlement is
       sufficient and fair in light of the benefits;

   (e) the rationale underlying the allocation of the total of up
       to $752,000,000 Xcel contributions amongst the Separate
       Bank Settlement Payment -- $112,000,000; the Released-
       Based Amount -- $390,000,000; and the fund for settlement
       of NRG-derivative claims -- $250,000,000; and whether the
       allocation is fair and supportable; and

   (f) why only members of the Noteholders Group and Separate
       Bank Group will be entitled to designate directors of the
       reorganized Debtors.

                   An Examiner Must be Appointed

By this motion, Stone & Webster, Inc. and Shaw Constructors, Inc.
ask the Court to appoint an examiner pursuant to Section 1104(c)
of the Bankruptcy Code, with the authority to conduct an
investigation into the settlement among NRG Energy, Inc. and
related subsidiaries, Xcel Energy, Inc., most of the holders of
certain NRG notes, and certain of NRG's bank lenders.

Stone and Shaw assert that the Examiner's principal role should
be to conduct a full, fair and, most importantly, independent
investigation of the rationale, terms and benefits of the Xcel
Settlement.  To that end, Stone and Shaw propose that the
Examiner will have duties to:

   (a) investigate the terms of, merits of and rationale for the
       Xcel Settlement;

   (b) investigate the nature and value of the claims to be
       released under the Plan and the Xcel Settlement in favor
       of Xcel and Xcel's officers, directors and other
       affiliates;

   (c) investigate the terms of, merits of, rationale for and
       value of all benefits given under the Xcel Settlement to
       the Debtors and non-Debtors, including, without
       limitation, the potential tax benefits accruing to Xcel
       and the value of the claims being released;

   (d) investigate the relationships among the parties to the
       Xcel Settlement and the roles played by the individuals
       and by the Noteholders and Separate Bank Group in
       negotiating it;

   (e) prepare and file with the Court a report on or before
       the date 45 days after the date of the examiner's
       appointment by the United States Trustee and approval of
       its appointment by the Court in accordance with Section
       1104(d) of the Bankruptcy Code and Rule 2007.1(c) of the
       Federal Rules of Bankruptcy Procedure, which Examiner
       Report will set forth the examiner's findings resulting
       from the examiner's performance of the foregoing duties;
       and

   (f) serve the Examiner Report when so filed on counsel to
       Stone and Shaw, the Debtors' counsel, the Committee's
       counsel, the United States Trustee, and parties-in-
       interest who have requested service of the papers in these
       Chapter 11 cases.

To give the Examiner sufficient time to perform its duties and to
give the Court, the Debtors, Stone and Shaw and other parties-in-
interest sufficient time to review and evaluate the Examiner
Report, and as the Examiner Report's findings may affect the
Court's and creditors' evaluation of the Plan, Stone and Shaw
propose that any hearing on confirmation of the Plan be
rescheduled to a date at least 30 days after the Examiner Report
Deadline.

In furtherance of the Examiner Duties, Stone and Shaw ask the
Court to order that:

   (a) the Debtors and their agents will provide to the Examiner
       full and unfettered access to the Debtors' books and
       records, and

   (b) the Examiner will have the right to request and conduct
       discovery of the Debtors and any individuals or other
       entities in accordance with Bankruptcy Rule 2004.

Pursuant to the plain language of the Section 1104(c)(2) of the
Bankruptcy Code, the appointment of an examiner is mandatory at
the request of a party-in-interest when a trustee has not been
appointed and the Debtors' fixed, liquidated and unsecured debts
exceed $5,000,000.

Mr. Dash says that it is undisputed that the Debtors' fixed,
liquidated and unsecured debts, other than debts for goods,
services, or taxes, or owing to an insider, far exceed
$5,000,000.  Therefore, Section 1104(c)(2) mandates the approval
of Stone and Shaw's request for the appointment of an examiner.
(NRG Energy Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OHIO CASUALTY: CEO Will Present at Morgan Stanley Conference
------------------------------------------------------------
Ohio Casualty Corporation's (Nasdaq:OCAS) chief executive officer
will be one of the speakers at the Morgan Stanley 2003 Convertible
Conference in Telluride, CO on Tuesday, September 23, 2003.
President and CEO Dan R. Carmichael, CPCU, will speak in a live
Internet broadcast beginning at 11 a.m. EDT (9 a.m. MDT),
discussing a financial presentation entitled "Building Competitive
Advantage."

The Webcast presentation can be heard live at   

  http://customer.nvglb.com/MORG007/092303a_cf/default.asp?entity=ohiocasualty

(Due to the length of this URL, it may be necessary to copy and
paste this hyperlink into your Internet browser's URL address
field.)

A playback of the presentation can also be accessed at this
address for 60 days.

Ohio Casualty Corporation (S&P, BB Senior Unsecured Debt, B+
Subordinated Debt, B Preferred Share Ratings) is the holding
company of The Ohio Casualty Insurance Company, which is one of
six property-casualty subsidiary companies that make up Ohio
Casualty Group. The Ohio Casualty Insurance Company was founded in
1919 and is licensed in 49 states. Ohio Casualty Group is ranked
45th among U.S. property/casualty insurance groups based on net
premiums written (Best's Review, July 2003). The Group's member
companies write auto, home and business insurance. Ohio Casualty
Corporation trades on the NASDAQ Stock Market under the symbol
OCAS and had assets of approximately $5.0 billion as of June 30,
2003.


OWENS-ILLINOIS: Building Glass Container Plant in Windsor, Colo.
----------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) has selected a site near Windsor,
Colo., to build its new glass container manufacturing plant.

Plans for the new plant were first announced in February 2003.
Since that time, company officials have worked with local economic
development boards, state and local government officials,
environmental agencies, as well as civic leaders in northeast
Colorado and southeast Wyoming to select a site location.

O-I evaluated potential site locations based on operational and
logistical criteria including proximity to its customer base and
accessibility to natural gas, power, highway, railroad and
workforce.

"We are pleased to become part of northern Colorado and the
Windsor community. We look forward to working with the state of
Colorado, Weld County and the town of Windsor in continuing what
we hope to be a successful partnership. Our new high-productivity
plant will be among the most efficient glass container plants in
the world and will incorporate the latest in O-I glass technology
including O-I patented and proprietary machines, environmental
technology, equipment, designs and know-how," said Joseph H.
Lemieux, Owens-Illinois chairman and chief executive officer.

Construction on the approximately 500,000-square-foot facility
will begin once designs are finalized and permit applications are
approved. The plant is expected to start production in January
2005. With the new Windsor facility, Owens-Illinois will have 25
glass container manufacturing plants in North America, 19 of which
are in the U.S.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe. O-I also is a worldwide manufacturer of
plastics packaging with operations in North America, South
America, Europe, Australia and New Zealand. Plastics packaging
products manufactured by O-I include consumer products (blow
molded containers, injection molded closures and dispensing
systems) and prescription containers.

Copies of Owens-Illinois news releases are available at the Owens-
Illinois Web site at http://www.o-i.comor at  
http://www.prnewswire.com  


PACIFIC GAS: Reaches Rate Case Settlement with Consumer Groups
--------------------------------------------------------------
Pacific Gas and Electric Company has joined with The Utility
Reform Network, the California Public Utilities Commission Office
of Ratepayer Advocates, Aglet Consumer Alliance, the Modesto
Irrigation District, the Natural Resources Defense Council, and
the Agricultural Energy Consumers Association to request that the
CPUC approve a comprehensive settlement agreement reached among
these parties in PG&E's 2003 General Rate Case.

The settlement agreement is intended to resolve all disputed
issues among the settling parties in this phase of the GRC, with
the exception of PG&E's request that the CPUC include funding for
a PG&E contribution to its employee pension fund. The pension fund
contribution issue, as well as other issues raised by non-settling
parties, will be addressed in the ongoing regulatory process at
the CPUC.

According to the terms of the settlement, PG&E would receive an
increase in revenues of approximately $236 million for its
electric distribution operations, $52 million for its gas
distribution operations, and $38 million for its electric
generation operations. These amounts would be adjusted upward by
approximately $75 million if the CPUC grants PG&E's request for
funding to make a pension contribution. The settlement represents
a significant reduction from the increases PG&E sought in its
November 2002 application of $447 million for its electric
distribution operations, $105 million for its gas distribution
operations, and $149 million for its electric generation
operations. (NOTE:  In a generation settlement agreement currently
awaiting approval by the CPUC, PG&E had already reduced its
request for an increase in electric generation revenues to $82
million. This settlement resolves those issues not previously
settled.)

It is anticipated that there would be no increase in retail
customer electric rates, as the increases stemming from this
settlement would be offset by decreases in other areas.
Residential gas customers would see an increase in the average
natural gas bill of approximately $0.86 per month, from $37.95
to $38.81.

PG&E also agreed to enhance its customer service Quality Assurance
Program by redefining some existing customer service standards and
adding new standards as recommended by ORA. The settlement would
also formalize PG&E's voluntary "Safety Net" program.
Additionally, PG&E agreed to provide the CPUC quarterly reports
regarding these important customer service programs. The
settlement would also provide for yearly adjustments in revenues
in 2004, 2005 and 2006 based upon growth in the Consumer Price
Index. The settlement, which would be effective as of January 1,
2003, would also provide that PG&E's next GRC would determine
revenues for 2007.

The next steps in the CPUC regulatory review process include a 45-
day comment period, although the parties have requested that this
period be shortened. Depending on the comments submitted, a
hearing may be held regarding the settlement.

The parties have requested that the CPUC issue a final decision
approving this settlement agreement and resolving all remaining
issues, including PG&E's request for a pension fund contribution,
on or before February 5, 2004.

For more information about Pacific Gas and Electric Company, visit
http://www.pge.com


PATCH SAFETY: Initiates Financial and Management Restructuring
--------------------------------------------------------------
Patch Safety Services Ltd., intends to undertake a major financial
and management restructuring that will greatly enhance the
Company's ability to exploit the opportunities created by the
current strong market environment for oilfield services.

In addition, Jennings Capital Inc., as Agent, will raise a maximum
of $2.3 Million by way of Special Warrants, at an offering price
of $0.115 per Special Warrant which will entitle the holder to
acquire, at no additional cost, one common share for each Special
Warrant.

Completion of the Restructuring will be conditional upon various
matters including the approval of the Restructuring by the TSX
Venture Exchange. The TSXV has advised the Company that the
Restructuring will not require the approval of the existing Patch
shareholders.

While Patch is a fundamentally sound company with an excellent
operations team, good equipment and a strong customer base, it has
struggled under an excessive debt load since undertaking a major
expansion in the fall of 2001, the same time at which oil prices,
gas prices and oilfield service activity declined sharply.

Patch has been unable to pay the principal obligations of its
Series 1 and Series 2 Convertible debentures due September 30,
2002, and anticipates being unable to make further payments due
September 30, 2003. On August 30, 2003 Patch was unable to pay the
principal repayment obligations of its 6% convertible debentures.
Patch has been in default of its senior secured lending covenants
under its existing credit facilities and has been operating under
letters of forbearance from its bank since March, 2002. Without
additional equity financing, it is unlikely that Patch will be
able to resolve these debt issues in the near future.

The Restructuring described herein is intended to resolve Patch's
debt problems and provide Patch with a strong financial foundation
from which to continue its long term growth strategy in the highly
fractured oilfield safety sector.

The restructuring has four major components: a private placement
of equity through the sale of Special Warrants convertible into
Common Shares; a reduction and replacement of outstanding
debentures with new convertible debentures; a new senior lending
facility that includes rescheduling the repayment terms of its
term debt; and a new Chief Executive Officer and Board of
Directors. Each is explained in detail below.

                         Private Placement

Patch intends to offer by way of private placement up to 20
million (20,000,000) Special Warrants from treasury at a price of
$0.115 per Special Warrant. Each Special Warrant will be
exercisable into one Common Share of the Company without the
payment of any additional consideration. The gross proceeds from
the private placement before expenses estimated at $200,000 will
be $2.3 million if the offering is fully subscribed.

Use of proceeds will be to reduce outstanding debentures by 50%
from $1,947,500 to $973,750. The remainder will be applied to
working capital to put certain bank lending covenants back on side
and give Patch significantly increased financial strength.

If the Special Warrants are fully subscribed and converted to
Common Shares, Patch's Common Shares issued and outstanding will
increase from 9,691,833 to 29,691,833. This will represent
approximately an additional 200% of the issued and outstanding
Common Shares.

                     New Convertible Debentures

The holders of $1,947,500 principal amount of existing debentures
have agreed to accept replacement convertible debentures for up to
$973,750. The debentures fully mature in three years, pay interest
of 7.5% per annum on a monthly basis, and can be converted into
Common Shares of Patch at $0.30 per share at any time at the
option of the holder. Half the principal amount of the debentures
is due in 18 months with the remainder due in 36 months. Patch has
a prepayment option by which the debentures may be redeemed at the
rate of 1/36 of the amount outstanding on a monthly basis so long
as such payments are permitted with the covenants in place with
Patch's senior secured lender. Patch has the ability to force the
full redemption of the debentures at any time should the Common
Shares of Patch trade at $0.45 per share or higher for 20 trading
days. The convertible debenture holders also have the right to
accept up to 25% of the convertible debentures in the form of
Special Warrants identical to those issued in respect of the
offering described herein. If all debenture holders choose to
accept the maximum amount permitted in Special Warrants, this
could result in the issuance of an additional 2,116,305 Special
Warrants.

                    Restructured Senior Bank Debt

Patch has received a Term Sheet from its existing senior secured
lender, by which the Bank will conditionally put in place a new
lending facility that will allow Patch to conduct its business in
a normal fashion. The Bank will convert $930,500 in long-term
capital loan with monthly principal payments of $46,875 due in
full in September, 2005 to a new term loan whereby the principal
payments are reduced to $25,848 per month with full repayment due
in August 2006. The $1.5 million revolving credit facility secured
by accounts receivable will remain in place. The Bank has agreed
to restructure this debt conditional upon a successful minimum
subscription of $1.6 million pursuant to the offering described
herein to reduce outstanding debenture debt by $973,750 and reduce
the revolving credit facility by $626,250.

                    New CEO, Board of Directors

Once the private placement and debt restructurings have taken
place, Gerald Maetche will resign as President and CEO and be
replaced by David L. Yager who will assume the position of
Chairman and CEO.

Mr. Yager has over 30 years of diversified oilfield service
experience, most recently as a founder, President and Director of
Integrated Production Services Ltd. before it was taken private in
July, 2002. Prior thereto he was a founder, officer and Director
of Tesco Corporation and a predecessor company.

Gerald Maetche will remain with Patch in the newly created
position of Vice-President Business Development. In this capacity
he will be able to continue to fulfill his vision of a larger
oilfield safety company with a broader services offering that has
the capacity to better serve its customers and investors in the
future.

With the exception of Robert Petryk, the current Board of
Directors of Patch has agreed to resign. Doug Robinson and James
Hill, both of Calgary, will join Mr. Yager and Mr. Petryk on the
new Patch board.

Doug Robinson has over 35 years of oilfield service experience,
most recently as Chairman and CEO of Integrated Production
Services Ltd. prior to it being taken private. Before that Mr.
Robinson held a number of senior oilfield service management
positions including CEO of Computalog Ltd., CEO of NorJet
Geotechologies Inc., and was a founder and President of Norwest
Shooters Ltd.

James Hill brings extensive oilfield service financial expertise
to the new Patch board. Mr. Hill is currently the Chief Financial
Officer of Integrated Production Services, Inc. Prior thereto he
was the CFO of Integrated Production Services Ltd., Executive
Vice-President and CFO of Dalsa Corporation, and CFO of Canadian
Fracmaster Ltd.

Robert Petryk is a professional engineer with experience in the
service and producing sectors. Mr. Petryk is the President and CEO
of Redwood Energy Ltd. Prior thereto he was the Senior Vice-
President, North American operations, with Fracmaster Ltd. and was
Vice-President, Operations with PetroRep Resources Ltd.

Members of the proposed new Board of Directors and management team
will collectively acquire up to 25% of the offering, with the
largest single subscription to be made by Mr. Yager for at least
2,500,000 Special Warrants. None of the proposed new directors or
new members of the management team currently hold any securities
of the Company.

                         Looking Ahead

If the private placement is successful, it is anticipated that the
transactions discussed herein will be completed as quickly as
possible. David Yager, who has acted as a financial consultant to
Patch since May, had the following comments on Patch and its
prospects.

"In the past four months I've determined that Patch is a good
company with good people, good equipment and good clients but a
bad balance sheet. Patch has a great team of capable, motivated
and experienced oilfield service professionals, the most important
ingredient for success in this business. I'm delighted to have the
opportunity to work with these people and to continue to build the
oilfield safety company of the future."

Since 2000 Patch has established itself as an industry leader in
oilfield safety services. Core business areas include breathing
equipment for personnel operating in high hazard environments,
fire/shower units for worker and equipment protection where
flammable or corrosive substances are employed, safety training,
and downwind monitoring. Patch operates from seven service centers
strategically located in the major producing areas of Western
Canada.


PCS RESEARCH: Shoos-Away Grant Thornton and Hires Peterson & Co.
----------------------------------------------------------------
On September 8, 2003, PCS Research Technology Inc. dismissed the
accounting firm of Grant Thornton LLP as the independent
accountant to audit the Company's financial statements.  The
Company's Board of Directors approved the dismissal of Grant
Thornton.

The December 31, 2002 report was modified as to an uncertainty
relative to the Company's ability to continue as a going concern.

The Company engaged Peterson & Co. as its new independent
accountants as of September 12, 2003.

PCS Research Technology, Inc.'s June 30, 2003 balance sheet shows
a total shareholders' equity deficit of about $1.8 million.


PG&E NATIONAL: Court Okays Whiteford Taylor as Local Counsel
------------------------------------------------------------
The PG&E National Energy Group Debtors obtained permission from
the Court to employ Whiteford, Taylor & Preston LLP as their local
co-counsel.  

With the Court's approval, WT&P will:

     (a) provide legal advice with respect to their powers and
         duties as debtors-in-possession and in the operation of
         their business and management of their property;

     (b) represent them in defense of any proceedings instituted
         to reclaim property or to obtain relief from the
         automatic stay under Section 362(a) of the Bankruptcy
         Code;

     (c) prepare any necessary applications, answers, orders,
         reports and other legal papers, and appearing on their
         behalf in proceedings instituted by or against them;

     (d) assist in the preparation of schedules, statements of
         financial affairs, and any amendments which the Debtors
         may be required to file in these cases;

     (e) assist in the preparation of a plan and a disclosure
         statement;

     (f) assist with other legal matters, including, securities,
         corporate, real estate, tax, intellectual property,
         employee relations, general litigation, and bankruptcy
         legal work; and

     (g) perform all of the legal services which may be necessary
         or desirable.

WT&P's principal attorneys designated to represent the Debtors
and their existing standard hourly rates range from $140 to $375.
The paralegals charge $135 an hour.  The Debtors will also
reimburse WT&P for its actual, necessary expenses. (PG&E National
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


PHOTOCHANNEL: Closes $2.7MM Private Placement of Common Shares
--------------------------------------------------------------
PhotoChannel Networks Inc. (TSX.V: PNI), a global digital imaging
network company, received completed subscriptions agreements for
$2,765,000. Closing is subject to TSX Venture Exchange approval.

As originally announced August 26, 2003, subscriptions and funds
have been received for 25,200,000 common shares of PhotoChannel at
a price of CDN$0.10 per share for proceeds of $2,520,000. These
shares will be subject to a four-month hold period from the date
of issuance.

The PhotoChannel Limited Partnership sold an additional 245 units,
at $1,000 per LP Unit, for proceeds of $245,000. Each LP Unit is
subject to a call option agreement, which entitles PhotoChannel to
acquire each LP Unit by way of issuance of 10,000 common shares of
the Company.

PhotoChannel will seek the approval of the TSX for the Option
Agreement(s) to be entered into with new limited partners of
PhotoChannel LP. The term of the Option Agreement(s) will expire
on the earlier of exercise by the Company or June 30, 2004. Upon
conversion, all securities will be subject to a four month hold
period.

Insiders participating in these financings include: Peter Scarth,
Peter Fitzgerald, Kyle Hall and Cory Kent.

In addition, the Company has agreed to issue First Associates
Investments Inc. 500,000 warrants for services, each exercisable
to acquire one common share at a price of $0.10 per share at any
time on or before December 20, 2004.

PhotoChannel is a technology producer and integrated provider of
services enabling retailers and other members of the PhotoChannel
Network to meet the needs of their film and digital photography
customers. PhotoChannel has created and manages the PhotoChannel
Network environment whose focus is delivering photo e-processing
orders from origination to fulfillment under the control of the
originating retailer. Additional information is available at
http://www.photochannel.com.

On February 21, 2002, PhotoChannel announced it granted to
PhotoChannel Networks Limited Partnership software license to
commercially exploit the PhotoChannel Network in Canada. It is a
condition of the PhotoChannel LP that each limited partner enter
into an agreement with PhotoChannel, pursuant to which
PhotoChannel has the right to acquire the LP Units from the
limited partner, at any time on or before June 30, 2004. Investors
in the PhotoChannel Limited Partnership include TELUS Corporation,
Discovery Capital Corporation, Peter Scarth and Kyle Hall.

The Company's June 30, 2003, balance sheet discloses a net capital
deficit of about CDN$2.6 million.


PILLOWTEX: Court Okays Proposed De Minimis Asset Sale Protocol
--------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates obtained the
Court's authority to implement these Miscellaneous Sale
Procedures:

A. Transactions subject to the Miscellaneous Sale Procedures

   The Miscellaneous Sale Procedures will only apply to asset
   sale transactions involving, in each case:

   (1) the transfer of $1,000,000 or less in total consideration,
       as measured by the amount of cash and other consideration
       to be received by the Debtors on account of the assets to
       be sold; and

   (2) aggregate cure costs of less than $200,000 in connection
       with the assumption and assignment of any related
       executory contracts and unexpired leases, pursuant to
       Section 365 of the Bankruptcy Code.

   The Debtors will be permitted to sell assets that are
   encumbered by liens, claims, encumbrances or other interests
   only if those liens and other interests are capable of
   monetary satisfaction or the holders of those liens and
   interests consent to the sale.  Further, the Debtors will be
   permitted to sell assets co-owned by a Debtor and a third
   party pursuant to the Miscellaneous Sale Procedures only to
   the extent that the sale does not violate Section 363(h) of
   the Bankruptcy Code.

   Any proceeds realized from the sale of the Debtors' assets
   will be applied in accordance with the Debtors' postpetition
   financing arrangements, applicable law and any relevant Court
   orders.

B. Notice and Opportunity to Object

   Other than with respect to De Minimis Sales, after any Debtor
   enters into a contract or contracts contemplating a
   transaction that is subject to the Miscellaneous Sale
   Procedures, the Debtors will file a notice of the Proposed
   Sale with the Court and serve the Sale Notice by overnight
   delivery or telecopier on all Interested Parties.  

   The Sale Notice will include these information:

   -- a description of the assets that are subject to the
      Proposed Sale and their locations;

   -- the identity of the non-debtor party to the Proposed Sale
      and any relationships of the party with the Debtors;

   -- the identities of any parties holding liens on or other
      interests in the assets and a statement, indicating that
      all liens or interests are capable of monetary
      satisfaction;

   -- the major economic terms and conditions of the Proposed
      Sale;

   -- the executory contracts and unexpired leases, if any, that
      the applicable Debtors propose to assume and assign in
      connection with the Proposed Sale and the related cure
      amounts that the applicable Debtors propose to pay with
      respect to each contract or lease; and

   -- instructions regarding the procedures to assert objections
      to the Proposed Sale.

   Interested Parties will have 10 business days to object to
   the Proposed Sale.  If no objections are properly asserted,
   the Debtors will be authorized to consummate the Proposed
   Sale.  

   If any significant economic terms of the Proposed Sale are
   amended after transmittal of the Sale Notice, but prior to
   the expiration of the Notice Period, the Debtors must send
   a revised Sale Notice to all Interested Parties describing
   the amendments.  Accordingly, the Notice Period will
   recommence on the transmittal date of the revised Sale
   Notice.

C. Objection Procedures

   Any objections to a Proposed Sale must be in writing, filed
   with the Court and served on the Interested Parties and the
   Debtors' counsel so as to be received prior to the expiration
   of the Notice Period.  Each objection must state the grounds
   for objection.  Any objection may be resolved without a Court
   hearing; provided, however, that if any significant economic
   terms of the Proposed Sale are modified by the Consent Order,
   the applicable Debtors must:

   -- provide the Interested Parties with five business days'
      prior notice of the Consent Order and an opportunity to
      object to the terms of the Consent Order by providing a
      written statement of objection to the Debtors' counsel; and

   -- certify to the Court that the notice was given and no
      Interested Party asserted an objection to the Consent
      Order.

   If an objection is not resolved on a consensual basis, the
   Debtors may schedule the Proposed Sale and the Objection for a
   hearing at the next available omnibus hearing date.

D. De Minimis Asset Sale Transactions

   Notwithstanding the notice procedures discussed, the Debtors
   are authorized without following the proposed Notice
   Procedures under the Miscellaneous Sale Procedures and
   without further Court Order to consummate any asset sale
   transaction -- De Minimis Sale -- involving:

   (1) the transfer of $10,000 or less in total consideration,

   (2) no proposed assumption and assignment of any executory
       contracts, and

   (3) no known parties other than the Secured Lenders holding
       or asserting liens or other interests in the assets that
       are the subject of the transaction.

   Every three months, the Debtors will provide the Secured
   Lenders, the Creditors' Committee and the U.S. Trustee a
   report itemizing the assets sold and consideration received
   for each De Minimis Sale consummation during the prior three
   months.

E. Effects of Sale

   All buyers will take the assets the Debtors sold pursuant to
   the Miscellaneous Sale Procedures "as is" and "where is,"
   without any representations or warranties as to the quality
   or fitness of the assets.  However, the buyers will take
   title to the assets free and clear of liens, claims,
   encumbrances and other interests because all the liens,
   claims, encumbrances and other interests will attach to the
   proceeds of the sale pursuant to Section 363(f). (Pillowtex
   Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)    


PRIMUS TELECOMMS: Redeeming $33.6 Million of 11.75% Senior Notes
----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, data, Internet and hosting services, has given
notice to the Trustee under the Indenture for the 11.75% Senior
Notes due August 2004 of its intent to redeem the remaining $33.6
million principal amount of the Notes on October 17, 2003. The
Notes will be redeemed at par plus accrued interest to the date of
redemption.

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.


QUIN-T CORP: Unknown Creditors' Claims Bar Date Set for Sept. 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire fixes
September 26, 2003, as the deadline for creditors of Quin-T
Corporation who did not receive actual notice of the commencement
of the Debtor's case and the Asbestos claimants, to file their
proofs of claim against the Debtor or be forever barred from
asserting their claims.

The Unknown Claimants must mail or hand-deliver their proof of
claim forms to the Clerk of the Bankruptcy Court. A copy must also
be sent on the Debtor's Counsel, at:

        Bruce A. Harwood, Esq.
        Sheehan Phinney Bass + Green, PA
        1000 Elm Street
        PO Box 3701
        Manchester, NH 03105-3701

Quin-T Corporation filed for Chapter 11 relief on June 23, 2003,
(Bankr. N.H. Case No. 03-12192). Bruce A. Harwood, Esq., at
Sheehan Phinney Bass + Green, PA represents the Debtor in its
restructuring efforts.


ROMNET SUPPORT: Company to be Sold at Public Foreclosure Sale
-------------------------------------------------------------
The following statement was issued by Robert E. Dixon for Sutter
Opportunity Fund 2, LLC:

Romnet Support Services, Inc., a wholly owned subsidiary of
Carnegie International Corp. (Pink Sheets: CGYC), will be sold at
a public foreclosure sale to be held September 26, 2003 at 10:00
A.M. The following notice appeared in today's issue of Investor's
Business Daily.

Please take notice that the undersigned will sell the property
described below at a public sale at the offices of Sutter Capital
Management, LLC, 150 Post Street, Suite 405 San Francisco, at
10:00 A.M. on September 26, 2003.

The described property, collateral under a Pledge Agreement dated
April 15, 2002 and executed by E. David Gable on behalf of RomNet
Support Services, Inc. and Carnegie International Corporation, is
being sold because of Debtors' default.

The property to be sold is 1,000 shares of common stock of Romnet
Support Services, Inc.

Sutter Capital Management believes, based upon representations
made by Carnegie and its Chairman, that the shares to be sold
represent 100% of the outstanding shares of Romnet. The shares are
to be sold as is, where is, with no representations whatsoever as
to their value or legal status. Interested parties should contact
Carnegie International Corporation for additional information
about Romnet, or Sutter Capital Management for additional
information about the sale. Sutter may be contacted by telephone
at 415-788-1441 or by email at karen@suttercapital.com


SAFETY-KLEEN: Sale of Waste Facilities to Energis for $5M Okayed
----------------------------------------------------------------
Safety-Kleen Systems obtained the Court's approval for the sale of
personal property at Clarksville, Missouri, used at the waste
fuels blending facility located there, and to sell its personal
property at Artesia, Mississippi, used at that site's waste fuels
blending facility, to Energis LLC, a subsidiary of Holcim Inc.,
for an aggregate purchase price of $5,100,062, free and clear of
liens, claims and encumbrances.  In addition, Systems will sign
agreements ancillary to these sales, and to sign a new waste fuels
processing services agreement with Energis.

On May 1, 1995, Safety-Kleen Systems, Inc. and Holcim, Inc.
entered into a waste-derived fuel supply agreement, under which
Systems provided services at the Clarksville Facility.  On June 1,
1995, Systems and Holcim entered into a waste-derived fuel supply
agreement under which Systems provided services at the Artesia
Facility.  Under each of these Initial Fuel Agreements, Systems
agreed to provide to Holcim certain quantities and qualities of
waste-derived fuel for use in the kilns at Holcim's Clarksville
and Artesia Facilities.  Systems also agreed to provide certain
technical advice and related assistance to Holcim with respect to
the proper use of waste-derived fuel at he Clarksville and Artesia
Facilities.

In the years since the execution of the Initial Fuel Agreements,
there have been significant changes in the market for waste-
derived fuel products.  These changes, which relate primarily to
the market price for such products, led to a substantial increase
in Systems' cost of supplying the Clarksville and Artesia
Facilities with waste-derived fuel.

               The Clarksville and Artesia Facilities

The Clarksville Facility is located at 14744 Highway 79 North,
Clarksville, Missouri, in Pike County, and the Artesia Facility is
located at 8677 Highway 45 South Alternate, Artesia, Mississippi,
in Lowndes County.  Certain assets at the Clarksville and Artesia
Facilities are jointly owned by Systems and Holcim.  The
Clarksville and Artesia Facilities consist of hazardous waste-
derived fuels receiving and blending facilities, uploading and
rinsing operations, storage and blending tanks systems, and fuel
transfer systems.  The Clarksville and Artesia Facilities have
container storage, as well as ancillary fuel processing equipment,
including in-line grinders and pumps.  Both facilities include on-
site laboratories that are involved in acceptance, verification
and fuels blending activities, and both Facilities are part of an
energy recovery program to utilize hazardous waste-derived fuels
as a supplemental fuel to replace fossil fuels in cement kilns.

                      The Purchase Agreements

These terms and conditions are the most significant in the
Purchase Agreements, the Ancillary Agreements, and the New Fuel
Agreement:

1.  Purchase Price.  Energis will pay:

            (a) $3,277,824 to Systems at closing for the
                Clarksville Property; and

            (b) $1,822,238 to Systems at closing for the
                 Artesia Property.

    Thus the aggregate purchase price for both Facilities
    is $5,100,062.

2.  Assignment of Contracts.  Systems will assign to Energis
    those contracts necessary to the operation of the
    Facilities.

3.  Purchaser's Assumed Liabilities.  Energis will assume:

       (i) all liabilities and obligations relating to the
           Clarksville and Artesia Properties, the Permits
           for the operation of the Facilities, or
           liabilities for the operation of the Clarksville
           and Artesia Facilities caused by Energis' action
           or inaction, relating to the period on or after
           the Closing Date;

      (ii) certain real estate and personal property taxes
           for the 2003 tax year related to the Clarksville
           Property; and

     (iii) all liabilities and obligations for any surface,
           groundwater, or soil contamination related to or
           emanating from the Clarksville and Artesia
           Facilities, regardless of whether those
           liabilities and obligations arise from
           operations before, on, or after the Closing.

4.  Seller's Retained Liability.  Systems will retain:

       (i) all liabilities and obligations -- to third
           parties other than Energis -- relating to the
           Clarksville and Artesia Properties, the
           Permits, or the operation of the Clarksville
           and Artesia Facilities, caused by Systems'
           action or inaction, to the extent they relate
           to the period before the Closing; and

      (ii) certain environmental liabilities and
           obligations prior to the Closing.

5.  Employees.  Energis may offer employment to employees
    at the Clarksville and Artesia Facilities.

6.  Indemnification by Systems.  Systems will defend,
    indemnify, and hold harmless Energis and its
    affiliates against and from any and all liabilities
    suffered or incurred by Energis Indemnity Group with
    respect to:

       (i) breach of the Purchase Agreements;

      (ii) Seller-Retained Liabilities;

     (iii) third-party claims, other than by Energis
           Indemnity Group, in connection with Systems'
           use of the Clarksville and Artesia Properties
           before the Closing Date, other than a claim with
           respect to actual or alleged surface,
           groundwater, or soil contamination related to
           or emanating from the Clarksville and Artesia
           Facilities; and

      (iv) claims with respect to actual or alleged
           surface, groundwater, or soil contamination
           related to or emanating from the Clarksville
           and Artesia Facilities to the extent Systems
           had knowledge of such contamination as of the
           Closing and failed to disclose such
           contamination to Energis; provided, however,
           that Systems' maximum aggregate liability for
           indemnification claims under each of the
           Purchase Agreements will not exceed the
           purchase price under the agreement.

7.  Indemnification by Energis.  Energis will defend,
    indemnify, and hold harmless Systems and its affiliates
    against and from any and all liabilities suffered or
    incurred by SK Systems and its affiliates with respect to:

       (i) breach of the Purchase Agreements;

      (ii) the Buyer-Assumed Liabilities;

     (iii) claims in connection with Energis' use of the
           Clarksville and Artesia Properties or
           operation of the Clarksville and Artesia
           Facilities on or after the Closing Date; and

      (iv) claims with respect to actual or alleged
           surface, groundwater, or soil contamination
           related to or emanating from the Clarksville and
           Artesia Facilities, unless Systems had
           knowledge of such contamination as of the
           Closing and failed to disclose such
           contamination to Energis. (Safety-Kleen Bankruptcy
           News, Issue No. 64; Bankruptcy Creditors' Service,
           Inc., 609/392-0900)    


SEMCO ENERGY: Inks Definitive Pact to Sell Alaska Pipeline Co.
--------------------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) and Atlas Pipeline Partners, L.P.
(Amex: APL) announced that SEMCO has entered into a definitive
agreement to sell Alaska Pipeline Company to Atlas Pipeline
Partners, L.P. for $95 Million.

APC owns and operates the high-pressure gas pipelines that
transport gas from Alaska's Cook Inlet gas fields to ENSTAR
Natural Gas Company's distribution system and various commercial
customers of ENSTAR.  ENSTAR is a division of SEMCO ENERGY,
serving 112,000 customers in south-central Alaska, including
Anchorage.  APC has no employees and ENSTAR is APC's only
customer.

Atlas Pipeline Partners, L.P. owns and operates natural gas
pipeline gathering systems through its operating partnership and
its operating subsidiaries.  Its primary asset consists of
approximately 1,380 miles of intrastate gathering systems located
in eastern Ohio, western New York and western Pennsylvania.

The sale is structured to have no effect on ENSTAR's customers or
employees.  ENSTAR will purchase all of APC's gas transmission
capacity for at least 10 years and will operate APC's pipelines
for a minimum of 5 years. There are no plans to change rates, the
services offered, pipeline operations, customer service, gas
supply, or staffing as a result of the sale.  The sale is subject
to various regulatory approvals, including approval by the
Regulatory Commission of Alaska.  McDonald Investments Inc. acted
as adviser to SEMCO ENERGY in the transaction.

"SEMCO ENERGY's mission is to provide excellent service to its
customers and an attractive investment return to its shareholders.  
We have been pursuing actions, including the sale of certain
Company assets, that will pay down debt in order to improve the
financial position and thus the long-term value of the Company.  
The proceeds from the sale of APC will be used to reduce debt and
is consistent with the goal of improving our capital structure,"
said Marcus Jackson, SEMCO ENERGY Chairman, President and Chief
Executive Officer.

Michael Staines, President and Chief Operating Officer of Atlas,
expressed his pleasure at reaching this agreement and said "Atlas
is aware of the importance of APC's pipeline system to south-
central Alaska and looks forward to participating in the
continuing development of the pipelines necessary to serve
ENSTAR's customers."

SEMCO ENERGY, Inc. (S&P, BB Corporate Credit Rating, Negative) is
a diversified energy and infrastructure company that distributes
natural gas to approximately 385,000 customers in Michigan and
Alaska.  It also owns and operates businesses involved in natural
gas pipeline construction services, propane distribution and
intrastate pipelines and natural gas storage in various regions of
the United States.  In addition, it provides information
technology and outsourcing services, specializing in the mid-range
computer market.


SFMB ACQUISITION: October 3, 2003 Fixed as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gives
creditors of SFMB Acquisition Corp and its debtor-affiliates until
October 3, 2003, at 4:00 p.m. (Eastern Time) to file their proofs
of claim against the Debtors or be forever barred from asserting
their claims.

The Governmental Claims bar date is set for Nov. 12, 2003.

Forms on which proofs of claim are to be filed and the procedures
for filing have already been mailed to all known creditors.
Creditors who have not received this mailing must make a written
request to:

        Delaware Claims Agency, LLC
        Attn: SFMB Acquisition Corp, et al.
        PO Box 515
        Wilmington, DE 19899

The Debtors filed for Chapter 11 relief on May 16, 2003, (Bankr.
Del. Case No. 03-11524-PJW). Robert S. Brady, Esq., M. Blake
Cleary, Esq., Scott Salerni, Esq., and Joseph M. Barry, Esq., at
Young Conaway Stargatt & Taylor represent the Debtors in their
restructuring efforts.  


SMART & FINAL INC: Divests Food & Supply Merchant Repositions
-------------------------------------------------------------
Smart & Final Inc. (NYSE:SMF) has completed the previously
announced divestitures of its foodservice direct delivery business
units and its Florida stores, to reposition the company's focus on
its core western U.S. store operations.

Gordon Food Service purchased the Florida foodservice direct
delivery and stores businesses, and Sysco Corporation purchased
the northern California foodservice direct delivery operations. In
addition, Smart & Final's northern California meat processing and
distribution business was sold to Pacific Fresh Sea Food Company.

The sales generated total cash proceeds of approximately $59
million and buyers' assumption of approximately $25 million in
future operating lease obligations. From the cash proceeds, the
company reduced the balance outstanding under its revolving credit
facility, and the corresponding lender commitment amount, by $42
million. In addition, $14 million is being held in the company's
real estate lease trust for acquisition of replacement properties
or later reduction to the lease facility debt. A total of $4
million of cash proceeds is being held in escrow for later
settlement of closing valuation matters.

Ross Roeder, Smart & Final chairman and chief executive officer,
said, "We are doing exactly what we said we would do when we began
our restructuring efforts earlier this year. By refocusing Smart &
Final on our core western U.S. store operations, we are
positioning the company for substantially improved future
performance, and we are taking important steps to improve our
financial strength. At the same time, we have created a favorable
outcome for our employees and customers. We are particularly
pleased that the transactions preserved employment for over 700 of
our associates."

Roeder further noted that Smart & Final's western U.S. stores
continue to perform well and are positioned to benefit from
current industry trends. "We've seen strong comparable store
growth in both our store formats: Cash & Carry wholesale stores
and our Smart & Final warehouse stores. In the first half of 2003,
western U.S. comparable store sales increased 3.9 percent over the
same period of the prior year. We believe that this is among the
strongest growth in food retailing," Roeder said.

"Several factors are driving that growth," Roeder added. "First,
although we now have exited the direct delivery business, we
continue to serve foodservice customers through our stores. As
direct delivery companies raise their minimum order requirements,
we are seeing an increase in the number of restaurant and other
foodservice customers shopping in our stores. I don't foresee that
trend changing as the economy recovers."

"In addition, Smart & Final warehouse stores are ideally
positioned to meet the food and cooking-related supply needs of
household customers, whose buying habits increasingly emphasize
value. While our Cash & Carry stores are dedicated exclusively to
business customers, our Smart & Final warehouse stores are open to
businesses and households. Both customer groups shop at Smart &
Final for a wide assortment of restaurant-quality products at low,
warehouse prices," Roeder said.

"All of Smart & Final's resources now are focused on our most
profitable and fastest-growing operations. We believe we have
effectively repositioned our company for strong future
performance," Roeder concluded.

Founded in 1871 in downtown Los Angeles, Smart & Final Inc.
operated 228 non-membership warehouse stores for food and
foodservice supplies in California, Oregon, Washington, Arizona,
Nevada, Idaho and northern Mexico at the end of the 2003 second
quarter. For more information, visit the company's Web site at
http://www.smartandfinal.com  

The company's June 15, 2003 balance sheet shows that its total
current liabilities outweighed its total current assets by about
$120 million.

As reported in Troubled Company Reporter's July 25, 2003 edition,
the Company's second quarter 2003 results from discontinued
operations were a loss of $41.7 million net of tax. Of this
amount, $40.2 million net of tax reflects the estimated loss on
sale and divestiture. The company anticipates that charges of an
additional $6 million after-tax will be recorded in the balance of
2003, associated with lease termination costs and severance costs
related to the Florida stores business.

The company has obligations under a revolving credit facility and
the synthetic lease facility that are subject to certain financial
ratio covenants. Following the recording of the special charges
the company was not in compliance with certain of these covenants
at the end of the second quarter 2003, and by operation of the
covenants the company would not be in compliance for a 12 month
period thereafter. As a result, the company's obligations under
the revolving credit facility and the synthetic lease facility
have been classified as current liabilities in the company's
balance sheet as of June 15, 2003. The company has received
waivers of default effective as of June 15, 2003 and intends to
negotiate amendment of certain covenants to achieve compliance in
future periods.

At the end of the second quarter 2003 the company reported balance
sheet cash of $39.5 million and had approximately $14 million in
available liquidity under the revolving credit agreement.


SPIEGEL GROUP: Independent Examiner Discloses Irregularities
------------------------------------------------------------
To recall, the Securities and Exchange Commission filed a civil
action against Spiegel, Inc. on March 7, 2003 in the United
States District Court for the Northern District of Illinois.  The
SEC charged that Spiegel violated the federal securities laws by
failing to file required periodic reports on Forms 10-K and 10-Q
during 2002, and by failing to disclose advice from its auditor
that Spiegel may not be able to continue as a "going concern."  
Upon commencement of the action, Spiegel consented to the entry
of a partial final judgment of permanent injunction without
admitting or denying the SEC's charges.

Spiegel likewise consented to the District Court's appointment of
an Independent Examiner to review Spiegel's financial records
from January 1, 2000 to date, and to provide the District Court
and the parties with a written report (i) discussing Spiegel's
financial condition and (ii) identifying any material accounting
irregularities.  

Independent Examiner Stephen J. Crimmins of Pepper Hamilton LLP
delivered his report to the District Court on September 5, 2003.

                       Easy Credit Program

Facing the need to improve poor sales performance in its retail
subsidiaries, Mr. Crimmins relates that Spiegel embarked by 1999
on a program that one of its audit committee members later called
'easy credit to pump up sales'."  Through various techniques
involving both its retail subsidiaries and its captive credit
card bank subsidiary, Spiegel tilted its portfolio of credit card
customers decidedly in the direction of high-risk subprime
borrowers.  These were customers who often could not get credit
elsewhere and who could be counted on to respond to the
opportunity to buy merchandise with the easy credit Spiegel
offered them.

At the time, Mr. Crimmins says, the "new economy" was booming,
and Spiegel was getting these risky credit card receivables off
its own balance sheet by selling them to various off-balance-
sheet special purpose entities through an asset-backed
securitization program.  This use of "easy credit to pump up
sales" worked in the short term, and Spiegel reported to its
directors that it had achieved a "return to profitability."  This
result also personally benefited certain Spiegel senior
executives who were entitled to performance-based compensation.

But then the economy soured, and many of Spiegel's subprime
customers stopped paying their credit card bills.  Charge-offs of
uncollectible credit card receivables climbed dramatically.  With
Spiegel's portfolio of credit card receivables suffering under
this barrage of charge-offs, its asset-backed securitizations
came dangerously close to hitting a performance "trigger" that
would have sent Spiegel's securitizations spinning into a "rapid
amortization" that would have destroyed Spiegel.  Specifically to
avoid this disaster, beginning in 2001, Spiegel manipulated at
least one of the components used to calculate this securitization
performance trigger, and in so doing, staved off a Spiegel
bankruptcy for almost two years.

                          Loans Breached

As Spiegel's financial condition worsened in late 2001, it
breached all four loan covenants contained in its bank loan
agreements.  Spiegel tried desperately to renegotiate its
financing with a consortium of 18 banks, but a myriad of problems
frustrated this effort.  As Spiegel was preparing to file its
2001 Form 10-K annual report due in March 2002, its auditor KPMG
advised that it would have to give Spiegel a "going concern"
opinion, based on Spiegel's inability to conclude its bank
refinancing arrangements and other problems.

Spiegel decided not to file its Form 10-K with a going concern
opinion.  Soon afterwards, Nasdaq indicated that it would delist
Spiegel.  At the delisting hearing, Spiegel assured Nasdaq that
it was only days away from concluding its refinancing
arrangements, and that it would then be able to file its Form
10-K without a going concern opinion.  After several days, Nasdaq
advised Spiegel that it had a last chance to file its Form 10-K
and that otherwise it would be immediately delisted.

Spiegel's Chicago-based management -- supported by Spiegel's
outside counsel Kirkland & Ellis and its outside auditors KPMG --
strongly recommended that Spiegel file its Form 10-K in late May
2002.  But the ultimate decision makers for Spiegel were in
Germany.  Spiegel was only 10% an American public company.  About
90% of its equity and all of its voting stock were in the hands
of Michael Otto and his family in Hamburg, Germany.  Indeed, Mr.
Crimmins says, Spiegel operated in effect as the American
division of Otto's huge multinational retail empire, including 89
companies with over 79,000 employees in 21 countries around the
globe.

On May 31, 2002 in Hamburg, Spiegel's executive or "board"
committee -- consisting of Michael Otto and an executive of his
private company Otto Versand GmbH, and Spiegel's audit committee
-- consisting of one present and one former Otto Versand
executive, rejected the views of Spiegel's management, Kirkland &
Ellis and KPMG, and directed Spiegel not to file its already-late
2001 Form 10-K and not to file its already late first-quarter
2002 Form 10-Q.  As time went by, they likewise directed Spiegel
not to file its remaining 2002 Forms 10-Q.

According to Mr. Crimmins, Spiegel's German decision-makers had
been fully briefed on the array of serious problems Spiegel
faced, including at a seven hour meeting with Spiegel's Chicago-
based executives several weeks before.  But they refused to allow
Spiegel to file its reports with the SEC because they felt that a
going concern opinion would cause Spiegel's suppliers to refuse
to extend credit to Spiegel for the merchandise it purchased for
resale.  Such a result could lead Spiegel to bankruptcy.  
Likewise, Spiegel was concerned about the impact a going concern
opinion would have on investors and employees.

             Material Information Kept from Investors

"It was only the prospect of an SEC Enforcement Division
investigation that made Spiegel begin to belatedly file reports
in February 2003 -- after not having filed a single periodic
report since November 2001 (its third-quarter 2001 Form 10-Q),"
Mr. Crimmins says.  This 15-month hiatus in periodic reporting
left investors without the disclosures and other protections
mandated by the federal securities laws.  All investors could
do during this period was to attempt to piece together several
incomplete pieces of information from a few press releases and
news stories.

Mr. Crimmins points out that this matter involves not simply a
failure to make required SEC filings.  Rather, it involves a
failure to make disclosure of material information about
Spiegel's financial condition that investors needed to make their
investment decisions about Spiegel.  The SEC has already charged
Spiegel with fraud for failing to disclose its auditors' going
concern position.  Investors likewise failed to get a variety of
other material information about Spiegel's financial condition,
including:

   * The material adverse change in Spiegel's balance sheet.  In
     just the few months leading up to Spiegel's failure to file
     its 2001 Form 10-K in March 2002, its shareholders' equity
     dropped from $792 million to $215 million, its total assets
     shrank from $2.7 billion to $1.9 billion, and its cash and
     equivalents dropped from $73 million to $29 million.

   * The full story of the material adverse change in Spiegel's
     performance during 2001.  Spiegel went from net earnings of
     $121 million in 2000 to a loss of $587 million in 2001, from
     operating income of $172 million in 2000 to a loss of $226
     million in 2001, and from earnings from continuing
     operations of $112 million in 2000 to a loss of $285 million
     in 2001.  In addition, Spiegel's only public statement in
     this regard -- contained in a February 2002 earnings release
     -- materially understated the magnitude of its poor
     performance in 2001.

   * Spiegel was in a liquidity crisis and would soon be
     illiquid.  Its liquidity shortfall was $317.6 million in
     Spring 2002 and could be significantly greater.  Its
     survival depended on continuing capital infusions from Otto
     affiliates, which were under no obligation to make these
     capital infusions.

   * Spiegel faced the possibility of involuntary bankruptcy from
     at least two directions.  It was in default on all of its
     bank loan covenants, and its lenders could force it into
     bankruptcy.  Additionally, Spiegel was deferring payments to
     certain of its vendors, who likewise could have pushed it
     into bankruptcy.

   * Spiegel's efforts to restructure its debt were running into
     serious obstacles.  Negotiations with lenders were
     increasingly difficult for Spiegel due to:

        (i) significantly worse sales forecasts;

       (ii) severe credit restrictions being imposed by federal
            regulators on Spiegel's credit card bank, with
            resulting further negative impact on sales; and

      (iii) advice that Spiegel's credit card receivables
            portfolio was overvalued, and that its credit card
            bank could not be sold in its present condition.  

Nor were investors told that Spiegel had engaged in a number of
undisclosed material accounting irregularities, including:

   * Deliberate manipulation of Spiegel's "interchange rate" -- a
     fee purportedly charged Spiegel's retail companies by its
     credit card bank -- in order to enhance reported performance
     of Spiegel's credit card receivables.  Spiegel did this to
     avoid hitting a "trigger" that would plunge Spiegel's asset-
     backed securitization transactions into a "rapid
     amortization" that would have doomed Spiegel over a year
     earlier to the bankruptcy it eventually filed in 2003.

   * Failure to disclose, at various times throughout 2000 and
     2001, additional violations and waivers of triggers in
     Spiegel's securitization transactions, as required by GAAP
     and the SEC.  

   * Material overvaluation of Spiegel's "retained interest" in
     its securitization transactions.  This resulted in an
     overstatement of Spiegel's assets on its December 30, 2000
     consolidated balance sheet.

   * A serious failure in Spiegel's internal controls over its
     credit underwriting process that allowed its retail
     subsidiaries to pump up their sales by granting easy credit
     to high risk borrowers.

   * Failure to timely disclose Spiegel's violations of multiple
     covenants in its financing agreements as of December 29,
     2001.  These debt covenant breaches meant that Spiegel's
     sizable long-term debt became immediately due and payable.

   * Improper revenue recognition based on purchases by credit
     card customers who were more likely than not, as Spiegel
     knew, going to be unable to ultimately pay for the
     merchandise they bought on credit.

Ultimately, Mr. Crimmins says, Spiegel was unable to dig itself
out of this hole.  Its financial condition just kept getting
worse, which led to its bankruptcy filing on March 17, 2003.

The Examiner's work has been supported by:

   -- a legal team from Pepper Hamilton LLP led by Richard A.
      Rossman; and

   -- a forensic accounting team from Kroll Zolfo Cooper LLC led
      by Lynn E. Turner and Roger Siefert.

Mr. Rossman was the Chief of Staff of the Department of Justice
Criminal Division under Attorney General Janet Reno.  Previously,
he served as the United States Attorney in Detroit.

Mr. Turner was the Chief Accountant of the Securities and
Exchange Commission under Chairman Arthur Levitt.  Additionally,
he has been an accountant with Coopers & Lybrand for nearly 20
years, a CFO and a director of public companies, and a professor
of accounting and corporate governance.  Mr. Siefert is the
forensic accounting national practice leader at Kroll Zolfo
Cooper LLC.

The team reviewed an estimated 81,300 pages of documents.

A full-text copy of the Independent Examiner's report is
available for free at:

   http://www.sec.gov/Archives/edgar/data/276641/000094787103002136/ex99-2.txt  

                Spiegel Will Continue to Cooperate

In a press release dated September 12, 2003, The Spiegel Group
stated that it remains committed to cooperating fully with the
SEC in its investigation of the company's compliance with federal
securities laws.  The company is not commenting on the
investigation or the content of the Independent Examiner's
report.

                    KPMG Defends Its Actions

Criticized for its lack of concern about the Spiegel executives'
illegal act, KPMG asserts that it acted "appropriately at all
times and stands behind its actions in the Spiegel matter".

KPMG's articulated reason for inaction is that it saw Spiegel
audit committee minutes reciting that Spiegel made its decision
not to file its Form 10-K after "consultation with the Company's
outside law firm (White & Case)."

But as a "Big 4" auditor of public companies, Mr. Crimmins says,
KPMG should have been aware of an illegal act by Spiegel, based
on (i) Spiegel's failure to file its Form 10-K annual report and
its subsequent Form 10-Q quarterly reports; (ii) its failure to
disclose material information regarding KPMG's own going concern
position; and (iii) the Nasdaq delisting of Spiegel.  "Yet there
is no indication that KPMG discussed with Spiegel's audit
committee a potential illegal act related to failure to comply
with applicable securities laws and rules.  There is no
indication KPMG bothered to have any discussion with White & Case
on this matter.  And there is no indication that KPMG sought --
or requested Spiegel to seek -- an opinion from Spiegel's
securities counsel Kirkland & Ellis concerning Spiegel's conduct.  
KPMG relied on a cryptic reference to a Spiegel consultation with
White & Case -- not advice from White & Case supporting Spiegel
-- and failed to gain a complete understanding of the views of
either White & Case or Kirkland & Ellis on what on its face
appeared to be a clear legal violation by KPMG's audit client
Spiegel," Mr. Crimmins says.

                Former Executives May Face Charges

Mr. Crimmins' disclosure could result in lawsuits against
Spiegel's former directors and officers, especially Michael
Otto's family. (Spiegel Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


STOCKHORN CDO: S&P Ratchets Class E Notes Rating to BB- from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
tranches of Stockhorn CDO Ltd.'s floating-rate notes.

The rating actions reflect credit deterioration in the $500
million pool of reference credits. The notional amount of the
reference pool will be reduced as a result of the defaults.

The ratings also reflect the level of credit enhancement provided
by subordination, Stockhorn's ability to meet its payment
obligations as issuer of the notes, and Stockhorn's commitment to
follow guidelines established for maintenance of the pool of
reference credits.
  
                        RATINGS LOWERED
   
        Stockhorn CDO Ltd.
        Class                                 Rating
                                     To                  From
        C-1                          A-                  A
        C-2                          A-                  A
        D-1                          BBB-                BBB
        D-2                          BBB-                BBB
        E                            BB-                 BB


SUREBEAM: Names Terrance Bruggeman New Chief Executive Officer
--------------------------------------------------------------
SureBeam Corporation (Nasdaq: SUREE) announced that its Board of
Directors has elected Terrance J. Bruggeman to the positions of
President and Chief Executive Officer and as a member of the Board
of Directors.

"We are pleased to attract Mr. Bruggeman who has an exceptional
track record in successfully commercializing technology-based
companies and an equal record of managing businesses through
challenging transitions," said John C. Arme, Chairman and interim
Chief Executive Officer. Mr. Arme will remain as Chairman of the
Board and assist in the leadership transition.

"SureBeam has a life-saving technology solution to a very serious
public health problem that causes thousands of deaths each year,"
said Mr. Bruggeman. "It is of great importance to society to get
this technology accepted and used worldwide to address unnecessary
food-borne illness. In addition, the SureBeam technology is very
effective in reducing food and flower infestation, as well as
reducing spoilage. We have every intention of making the necessary
changes in our business model to succeed in this vision."

Prior to joining SureBeam, Mr. Bruggeman served as Chairman and
CEO with Aspetuck Capital Partners, Inc., a life science
investment-banking firm. Aspetuck provides strategic advice,
collaboration development, and merger and acquisition assistance
for the biotech and medical technology industry.

From early 2000 to mid 2002, Bruggeman was Chairman, President and
CEO of Provasis Therapeutics, Inc., a therapeutic medical device
company treating vascular diseases of the brain. From mid-1996 to
early 1999, he was Chairman, President and CEO of Diversa
Corporation, a biotechnology company developing novel enzymes and
other bioactive compounds for use in agriculture, food and feeds,
chemical processing, industrial and drug discovery applications.

For more than 15 years, Mr. Bruggeman served as an interim CEO or
advisor to financially troubled companies. He also was the founder
and Senior Managing Director of the Financial Restructuring Group
of Bear, Stearns & Company, a major Wall Street investment banking
company.

In addition, the Company announced that it is undertaking a
detailed review of its business in light of a slower than expected
growth in domestic processing volumes and delays in the progress
of several of its system sales contracts. Recently the Company
announced that it was seeking to consolidate its U. S. processing
services business by closing its Vernon, California facility since
the capacity utilization is currently inadequate to accomplish
profitability in this business segment in the near term. The
Company anticipates it will not meet its forecasted growth for
2003 and its EBITDA losses for 2003 will be greater than expected.
Therefore, the Company withdraws its prior revenue and EBITDA loss
guidance for 2003.

During the past several months, SureBeam has taken a series of
steps to reduce its cost structure including a significant
reduction in its workforce and a reduction in its marketing
expenditures. The Company continues to evaluate other
opportunities to improve the adequacy of the cash resources
available to execute its business plan, including the raising of
additional capital.

On August 21, SureBeam dismissed Deloitte & Touche as its auditing
firm. The Company's Audit Committee of its Board of Directors has
engaged a national accounting firm to conduct an independent
review of certain of its past and present accounting policies.
Following the completion of this work, the Audit Committee intends
to appoint new auditors to complete the review of its second and
third quarter financial results.

Over the last several weeks the Company, along with several of its
current and former executive officers, has been the subject of a
number of lawsuits alleging, among other things, that it has
issued false and misleading information about the Company and its
prospects. SureBeam strongly denies any wrongdoing and believes
the lawsuits are without merit. The Company intends to vigorously
defend itself against these allegations.

Pursuant to the terms of Mr. Bruggeman's three-year employment
agreement, the Company will grant him an initial option covering
1,500,000 shares of common stock. The option stipulates that the
shares can be purchased at the market price as of close of
business, Monday, September 15, and will vest over the period of
his contract.

Headquartered in San Diego, California, SureBeam Corporation
operates processing service centers located in Glendale Heights,
Illinois; Sioux City, Iowa; College Station, Texas; and Rio de
Janeiro, Brazil. The Company is a leading provider of electron
beam food safety systems and services for the food industry.
SureBeam's technology significantly improves food quality, extends
product freshness, and provides disinfestation that helps to
protect the environment. The SureBeam patented system is based on
proven electron beam and x-ray technology that destroys harmful
food-borne bacteria much like thermal pasteurization does to milk.
This technology can also eliminate the need for toxic chemical
fumigants used in pest control that may be harmful to the earth's
ozone layer.

                         *     *     *

               Liquidity and Capital Resources

In its latest Form 10-Q filed with Securities and Exchange
Commission, SureBeam Corporation reported:

"We have used cash principally to construct systems for our
strategic alliances and fund working capital advances for these
strategic alliances, to construct our company-owned service center
and systems in Brazil, and to fund our working capital
requirements. We spend significant funds to construct systems for
our strategic alliances in advance of payment. We also are
spending significant funds on sales and marketing efforts relating
to brand recognition and consumer acceptance programs. In
addition, our service centers have operated at losses using
significant funds. At March 31, 2003, we had available cash and
cash equivalents of $20.2 million and restricted cash of $1.3
million. The restricted cash represents the money received as
payment on our RESAL contract in anticipation of our first
shipment of equipment. The cash will become unrestricted upon our
shipment, which is scheduled for the second quarter of 2003.

      Status of Our $50.0 Million Credit Facility with Titan

"During 2002, Titan extended to us a senior secured credit
facility under which we could borrow up to a maximum of $50.0
million, subject to the terms and conditions of the credit
facility. As of May 7, 2003, we have borrowed $25.0 million on
this credit facility. The credit facility allows us to borrow, in
addition to our previous borrowings, up to a maximum of $12.5
million per quarter through the fourth quarter of 2003, subject to
the $50.0 million cumulative limitation on borrowing and the other
terms and conditions of the credit facility. We are unable to
borrow additional amounts if our cash balance is greater than $5.0
million.

"We have not borrowed additional amounts on the credit facility
since October 30, 2002, and, we do not anticipate borrowing, or
being able to borrow, additional amounts on the credit facility
during 2003 or during the remaining period that the credit
facility is outstanding. As of March 31, 2003, we were in
compliance with all covenants of the credit facility, however, we
were not able to borrow additional funds during the second quarter
because we did not meet the earnings before interest, taxes,
depreciation and amortization (EBITDA) target for the first
quarter of 2003 in our annual operating plan. We do not anticipate
that we will have availability under the credit facility during
the remaining period that the credit facility is outstanding.

"We are obligated, with some exceptions, to use net proceeds from
the sale of assets and securities to repay amounts advanced under
the credit facility. During March 2003, the credit facility was
amended to allow us to receive net proceeds of up to $25.0 million
resulting from transactions involving the issuance of equity
securities through September 30, 2004, without having to apply
such net proceed towards repayment of the credit facility,
provided that no default or event of default had occurred. We are
required to make a mandatory prepayment on the credit facility in
an amount equal to 50% of any net proceeds in excess of $25.0
million resulting from transactions involving the issuance of
equity securities.

"Under our credit facility, we are obligated to make minimum
quarterly principal payments as follows: 13.75% of the outstanding
principal balance as of December 31, 2003 during each quarter in
2004; 25% of the outstanding principal balance as of December 31,
2004 during each quarter in 2005; and, all remaining principal by
December 31, 2005. The interest rate is Titan's effective weighted
average term debt rate under Titan's credit agreement plus three
percent. As of March 31, 2003, the interest rate on the credit
facility was 7.92%. Interest is payable monthly beginning in
January 2003. Through May 7, 2003, we have paid $1.4 million of
interest related to the credit facility. The credit facility is
secured by a first priority lien on all of our assets.

                   Credit Facility Availability

"During the quarter ending March 31, 2003, the maximum amount
available for borrowing pursuant to the credit facility was $12.5
million, subject to the terms and conditions of the credit
facility. The maximum amount available for borrowing in each of
the second, third and fourth quarters of 2003 is based upon our
earnings before interest, taxes, depreciation and amortization for
the prior quarter as a percentage of the EBITDA target in our
annual operating plan.

"If actual EBITDA is negative $2.4 million or higher for the
quarter ending March 31, 2003, then up to 100% of the quarterly
maximum or $12.5 million will be available for borrowing during
the quarter ending June 30, 2003. If our actual EBITDA is negative
$3.0 million during the quarter ending March 31, 2003, then up to
50% of the quarterly maximum or $6.3 million will be available for
borrowing during the quarter ending June 30, 2003. If our actual
EBITDA is between negative $2.4 million and negative $3.0 million
during the quarter ending March 31, 2003, then the maximum amount
available for borrowing during the quarter ending June 30, 2003
shall be determined by linear interpolation between $6.3 million
and $12.5 million. If our actual EBITDA is lower than negative
$3.0 million for the quarter ending March 31, 2003, no amounts
will be available for borrowing through the credit facility during
the quarter ending June 30, 2003. No amounts are available for
borrowing during the second quarter because our EBITDA was $6.8
million and therefore is less than the negative $3.0 million
target.

"For the quarter ending June 30, 2003, our target EBITDA is
$505,000. If our actual EBITDA for the quarter ending June 30,
2003 is positive, but less than $126,000, or 25% of the target
EBITDA, then the maximum amount available in the quarter ending
September 30, 2003, would be $5.0 million, provided that no
amounts would be available unless we covenant during the quarter
ended September 30, 2003 to limit our total operating expenses
(defined as research and development and selling, general and
administrative expenses) to $5.0 million. No amounts would be
available under the credit facility during the quarter ended
September 30, 2003, if we have negative EBITDA for the quarter
ending June 30, 2003. If our actual EBITDA for the quarter ended
June 30, 2003 is $126,000, or 25% of the target EBITDA, then the
maximum amount available in the quarter ended September 30, 2003,
would be $6.3 million or 50% of the quarterly maximum and for each
percentage of actual EBITDA above $126,000, or 25% of target
EBITDA, the percentage of the quarterly maximum above 50% would be
increased on a pro rata basis.

"For the quarter ending September 30, 2003, our target EBITDA is
$4.1 million. Therefore, if our actual EBITDA for the quarter
ended September 30, 2003 is positive, but less than $1.0 million,
or 25% of the target EBITDA, then the maximum amount available in
the quarter ended December 31, 2003, would be $5.0 million,
provided that no amounts would be available unless we covenant
during the quarter ended December 31, 2003 to limit our total
operating expenses (defined as research and development and
selling, general and administrative expenses) to $5.0 million. No
amounts would be available under the credit facility during the
quarter ending December 31, 2003, if we have negative EBITDA for
the quarter ending September 30, 2003. If our actual EBITDA for
the quarter ended September 30, 2003 is $1.0 million, or 25% of
the target EBITDA, then the maximum amount available in the
quarter ended December 31, 2003, would be $6.3 million or 50% of
the quarterly maximum and for each percentage of actual EBITDA
above $1.0 million, or 25% of target EBITDA, the percentage of the
quarterly maximum above 50% would be increased on a pro rata
basis.

"We do not anticipate that we will have further availability under
the credit facility during the remaining period that the credit
facility is outstanding.

"The credit agreement also includes covenants limiting our
incurrence of debt, investments, declaration of dividends and
other restricted payments, sale of stock of subsidiaries and
consolidations and mergers. The credit agreement, however, does
not contain any financial covenants requiring us to maintain
specific financial ratios.

"In addition, Titan has guaranteed some of our lease obligations,
and we are obligated to reimburse Titan for any payments they make
under these guaranties. Any guarantee payments Titan makes reduces
amounts available for future borrowing under the credit agreement.
We will pay Titan a monthly fee of 10% of the guaranteed monthly
payments. Some of the guaranteed leases have longer terms than the
credit facility. If Titan remains a guarantor at the maturity date
for the credit facility, then we plan to enter into a
reimbursement agreement with Titan covering the outstanding
guarantees.

"For the three months ended March 31, 2003, we used cash in
operations of $5.7 million as compared to having cash provided by
operations of $5.5 million for the three months ended March 31,
2002. During the first quarter of 2003, our net loss plus
depreciation and amortization were offset by an increase in
working capital usage, particularly an increase in accounts
receivable related to the increase of our unbilled receivables and
restricted cash and was offset by the decrease in the amount due
from Titan due to the $8.7 million we received for payment on our
receivables during the quarter. Also during the quarter, we
received $1.3 million of restricted cash related to a payment made
based in a milestone payment on our RESAL contract. The release of
the funds is tied to our initial shipment of equipment to Saudi
Arabia that was delayed due to the war in Iraq but is now
scheduled to ship in the second quarter of 2003. For the three
months ended March 31, 2002, our net loss plus depreciation and
amortization were offset by an increase in working capital usage,
particularly an increase in our unbilled receivables and
inventories and was offset by the decrease in the amount due from
Titan due to the $19.5 million we received as payment on our
receivables during the quarter.

"We used approximately $1.5 million and $437,000 for investing
activities for the three months ended March 31, 2003 and 2002,
respectively. For the three months ended March 31, 2003 we had
capital expenditures of $1.5 million primarily related to the
continued construction of our company owned service centers.

"The [Company's] consolidated financial statements contemplate the
realization of assets and the satisfaction of liabilities in the
normal course of business. During the three months ended March 31,
2003, we have incurred substantial losses from operations and
investments in infrastructure. Management believes that as we
continue to expand significant funds on, sales and marketing, it
is not anticipated that our revenues will sufficiently offset
these expenses until at least 2004. Additionally, our construction
and implementation period for systems sales to strategic alliances
require a substantial use of cash for at least 12 to 18 months.
Our arrangements to sell food irradiation systems to strategic
alliances typically contain milestone provisions for payment,
which are typically based upon time, stage of completion, and
other factors. As a result, our unbilled receivables from our
customers have increased $1.7 million for the three months ended
March 31, 2003. Also, we have advanced funds aggregating $6.0
million to Hawaii Pride of which $230,000 was advanced during the
three months ended March 31, 2003 and is included in selling,
general and administrative expense in the accompanying
consolidated financial statements. These advances were used
primarily for land acquisition, for facility construction and for
working capital purposes. We are not obligated to continue the
funding of Hawaii Pride. We also have entered into a number of
commitments to lease land and facilities in connection with
construction of our four company-owned service centers all of
which are operational. In addition, based on our customer
requirements, we may expend funds to construct and install in-line
systems that we will own and operate.

"In addition to our current operating plans, which focus on
increasing cash flow from operations, we are also evaluating a
number of alternative plans to meet our future operating cash
needs. These plans include raising additional funds from the
capital markets. As of the date of the filing of this report, we
have obtained $25.0 million under the senior secured credit
facility with Titan. We do not anticipate making any additional
borrowings under this credit facility. If the funds available from
the capital markets are not available or not sufficient for us, or
if we are unable to generate sufficient cash flow from operations,
we may need to consider additional actions, including reducing or
deferring capital expenditures, reducing or deferring research and
development projects, curtailing construction of systems for
customers in advance of payment and reducing marketing
expenditures, which actions may have a material adverse impact on
our ability to meet our business objectives.

"At March 31, 2003, we had $20.2 million of cash and cash
equivalents and $1.3 million of restricted cash. We believe that
this balance will be sufficient to meet our cash needs through
2003. However, a variety of currently unanticipated events could
require additional capital resources such as the acquisition of
complementary businesses or technologies or increased working
capital requirements to fund, among other things, construction of
systems for our strategic alliances in advance of payment.
Additionally, if our requirements vary from our current plans, we
may require additional financing sooner than we anticipate. An
inability in such circumstance to obtain additional financing on
terms reasonable to us, or at all, could have a material adverse
effect on our results of operations and financial condition."


TITAN: Acquisition by Lockheed Spurs S&P to Keep Ratings Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings, and 'B' subordinated
rating of Titan Corp. on CreditWatch with positive implications.

Titan, based in San Diego, California, develops and deploys
communication and information technology solutions and services
primarily for government customers.

"The CreditWatch listing follows the announced acquisition of
Titan by Lockheed Martin Corp.," said Standard & Poor's credit
analyst Philip Schrank. Lockheed Martin is rated BBB/Stable/A-2.

The transaction is valued at $2.4 billion, including the
assumption of the approximately $580 million of Titan's debt
outstanding. The transaction has been approved by the boards of
directors of each company and is expected to close in the first
quarter of 2004 pending various approvals and regulatory reviews.

Titan and Lockheed Martin will commence an offer to exchange
Titan's existing 8% senior subordinated notes due 2011, which will
have substantially identical terms to the existing notes, except
that the new notes will be registered under the Securities Act and
will be guaranteed by Lockheed Martin. At the closing of the
merger and issuance of the new notes, Standard & Poor's will
equalize Titan's ratings to that of its new parent.


TRICO MARINE: Completes Asset Sale to Enhance Liquidity Position
----------------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) is continuing to make
progress executing its liquidity enhancement plan.  The Company
completed the sale of one of its largest North Sea vessels for NOK
263.5 million, approximately $35.5 million.

In addition, the company completed the sale of its Brazilian AHTS
newbuild project for approximately $17.3 million.  The Company
recovered all of its direct vessel costs related to the project.  
As a result of the sale of its interest in the Brazilian AHTS
newbuild project, the Company will no longer be liable for the
remaining progress payments required to complete the vessel.

Proceeds from the sales will be used to provide working capital
and reduce the Company's outstanding bank debt.

"The closing of the sales of these vessels marks another
significant step in our plans to improve liquidity and strengthen
our balance sheet," said Thomas E. Fairley, President and Chief
Executive Officer.  "We will continue to strive to improve Trico's
financial condition to ensure the long-term success of the
Company."

Trico Marine (S&P, B Corporate Credit Rating, Negative) provides a
broad range of marine support services to the oil and gas
industry, primarily in the Gulf of Mexico, the North Sea, Latin
America, and West Africa.  The services provided by the Company's
diversified fleet of vessels include the marine transportation of
drilling materials, supplies and crews, and support for the
construction, installation, maintenance and removal of offshore
facilities.  Trico has principal offices in Houma, Louisiana, and
Houston, Texas.  Visit http://www.tricomarine.comfor more  
information on the Company.
    

TRICO MARINE: S&P Says Ratings Unaffected by Sale of Vessels
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Trico Marine Services Inc. (B/Negative/--) are not
affected by the announcement that Trico has completed the sale of
a North Sea anchor handling towing and supply (AHTS) vessel for
proceeds of about $35.5 million.

Although the AHTS sale and the previously announced sale of
Trico's Brazilian new-build vessel are positive events, Standard &
Poor's has already factored these transactions into its current
ratings and outlook.

In Standard & Poor's opinion, Trico's debt leverage remains
extremely high and significant deleveraging needs to occur before
Standard & Poor's would consider a positive revision to its
outlook or ratings on Trico.


TWINLAB CORP: Seeks Nod to Tap P.J. Solomon as Investment Banker
----------------------------------------------------------------
Twinlab Corporation and its debtor-affiliates want to retain and
employ Peter J. Solomon Company Limited as their investment banker
while restructuring under chapter 11.  

The Debtors anticipate that Peter J. Solomon will:

     a) assist in assessing the operating and financial strategies
        for their businesses;

     b) familiarize itself with the business operations,
        properties, financial condition and prospects of the
        Debtors;

     c) advise and assist the Debtors with respect to strategic
        alternatives;

     d) review and analyze the business plans and financial
        projections prepared by the Debtors;

     e) advise and assist management in making presentations to
        Twinlab's Board of Directors;

     e) if requested, render an opinion as to the fairness of
        the consideration to be paid in a Transaction;

     f) prepare descriptive data concerning the Debtors;

     g) advise and assist the Debtors in identifying potential
        parties to a Transaction and financing sources;

     h) consult with and advise the Debtors concerning
        opportunities for any Transaction and advise the Debtors
        as to the status of dealings with any potential parties
        to a Transaction or financing source;

     i) negotiate and execute on the Debtors' behalf,
        confidentiality agreements with potential parties to a
        Transaction and deliver confidential memoranda or other
        date for distribution to such parties;

     j) advise and assist the Debtors in the course of their
        negotiations of a Transaction;

     k) evaluate the Company's debt capacity in light of the
        projected cash flows;

     l) advise and assist the Company on tactics and strategies
        for negotiating with its various creditors and
        constituencies;

     m) advise and assist the on the timing, nature and
        terms of any new securities or other inducements to be
        offered to creditors in connection with any exchange;
        and

     n) render such other financial advisory services as may
        from time to time be agreed upon by P.J. Solomon and the
        Debtors.

Kenneth D. Baronoff, assures the Court that P.J. Solomon is a
"disinterested person," as such is defined and required in the
Bankruptcy Code.

In this retention, the Debtors agree to pay P.J. Solomon:

     i) a monthly cash advisory fee of $75,000 for a minimum of
        three months;

    ii) in the event of a Financing Transaction, the Debtors
        will pay to P.J. Solomon a financing fee equal to the
        aggregate of:

        a) 1.0% of any senior secured or unsecured debt;

        b) 4.0% of the face amount of any junior or subordinated
           debt; and

        c) 6% of any preferred equity or common equity raised by
           P.J. Solomon in connection with the Debtors'
           reorganization;

   iii) in the Event of an Exchange Transaction, the Debtors
        will pay to P.J. Solomon an exchange fee of $750,000;

    iv) in the event of a Sale Transaction, the Debtors will pay
        to P.J. Solomon a transaction fee equal to the greater
        of $1,250,000 or 2.0% of the Aggregate Consideration;
        and

     v) in the event of a Reorganization Transaction, the
        Debtors will pay to P.J. Solomon a reorganization fee
        equal to the greater of $1,250,000 or 1.0% of total
        funded debt based on a reorganization of the Debtors
        pursuant to chapter 11 of the Bankruptcy Code.

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


UNITED AIRLINES: Court Approves Implementation of Selective KERP
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Wedoff rules that the United Airlines
Debtors' KERP is effective as of July 18, 2003 and will terminate
on the date of Plan Confirmation.  The aggregate amount of awards
is not to exceed $7,500,000, less than the $9,500,000 requested by
the Debtors.  Judge Wedoff includes only 520 Participants, not the
600 requested. (United Airlines Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


US FLOW CORP: Look for Schedules and Statements by October 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
gave US Flow Corporation 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 12, 2003 to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs.

Headquartered in Grand Rapids, Michigan, US Flow Corporation filed
for chapter 11 protection on August 12, 2003 (Bankr. W.D. Mich.
Case No. 03-09863).  Robert F. Wardrop, II, Esq., at Wardrop &
Wardrop, P.C., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $69,056,000 in total assets and $123,461,000
in total debts.


U.S. WIRELESS DATA: Secures $2.75-Mill. Bridge Loan from Brascan
----------------------------------------------------------------
U.S. Wireless Data (OTC: USWE) has entered into a term loan and
security agreement with Brascan Financial Corporation, a financial
services company that provides asset management and merchant
banking services, pursuant to which Brascan has agreed to lend
U.S. Wireless Data up to $2.75 million as a bridge loan.

Brascan Financial is a subsidiary of Toronto-based Brascan
Corporation.

The loan was made pursuant to term sheets signed by USWD and
Brascan in August 2003, which also contemplate, subject to a
number of conditions, the agreement by Brascan to arrange for the
purchase of $12.5 million of a newly issued Series D convertible
preferred stock representing at least 60% of the shares of USWD
common stock, on a fully diluted basis.

"The transactions contemplated in the term sheets set the stage
for a long-term and mutually beneficial relationship with both
Brascan and its subsidiary MIST Inc.  MIST is a Toronto-based
provider of card issuance and payment processing products and
gateway services to banks, non-bank card issuers and the payment
processing industry. The combination of USWD's leading technology
and Brascan's financial strength, coupled with the synergies that
we feel can be developed with MIST, make for a powerful
triumvirate in the electronic payment processing arena," said USWD
Chairman and CEO Dean M. Leavitt.

The loan is secured by a general security interest over all of the
assets of U.S. Wireless Data and the principal amount of the loan
plus any accrued and unpaid interest is due March 16, 2005. A
portion of the funds will be used to repay a bridge loan in the
principal amount of $300,000 previously made to USWD on August 28,
2003 by Brascan, which was necessary in order to enable USWD to
continue its operations. The remaining amount of the loan is
intended to provide U.S. Wireless Data with the working capital
necessary to allow the company to continue operations through
December 2003.

Commenting on his company's newly formed relationship with USWD,
George Myhal, President and CEO of Brascan Financial and Chairman
of the Board of MIST, stated, "U.S. Wireless Data is clearly a
leading provider of wireless payment products and services in the
U.S. We look forward to helping the company capitalize on its
superior technology and industry know-how by gaining market share
in North America and expanding its presence in the payments
industry to other markets around the world."

In connection with the loan, Brascan received a warrant for 10
million shares of common stock at $.15 per share, exercisable only
if the Series D financing is not consummated by December 31, 2003
or if USWD were to be acquired or were to sell substantially all
of its assets.

According to Mr. Leavitt, "Upon closing of the contemplated
financing, and pursuant to the terms and conditions of definitive
financing documentation, Brascan or its designee will become our
majority stockholder, and will likely have majority representation
on our board of directors." It is anticipated that the terms and
provisions of the contemplated financing will have a substantial
dilutive effect on the ownership interests of USWD's existing
stockholders.

The contemplated financing is subject to a number of conditions,
including, the execution of definitive financing documentation and
the successful completion of a reorganization of USWD's capital
structure, which will include the restructuring of its currently
issued and outstanding Series C Convertible Preferred Stock and
Series C Warrants. Accordingly, there is no assurance that the
Series D Financing will be consummated on the terms contemplated
by the term sheets or at all.

U.S. Wireless Data provides wireless transaction delivery and
gateway services to the payments processing industry. Our
customers include credit card processors, merchant acquirers,
banks, automatic teller machine distributors and their respective
sales organizations, as well as certain businesses seeking new
solutions to make it easier for their customers to buy their
products or services. We offer these entities turnkey wireless and
other transaction management services. We also provide those
entities with proprietary wireless enabling products designed to
allow card acceptance where such acceptance has heretofore been
too expensive or technologically unfeasible or to displace
conventional telephone lines for increased speed, cost reduction
or convenience. These services and products may be utilized by
conventional card accepting retailers as well as emerging card
accepting market segments such as vending machines, quickservice
(fast-food) and quick casual restaurants, taxis and limousines,
in-home service providers, door-to-door sales, contractors,
delivery services, sporting events, and outdoor markets. Our
services and products may also be used for gathering telemetric
information such as mission critical operational data on a real-
time basis from remote equipment such as vending machines. Further
information is available at http://www.uswirelessdata.com

                         *     *     *

      Financial Condition, Capital Resources and Liquidity

In its most recent Form 10-QSB filed with the Securities and
Exchange Commission, U.S. Wireless Data reported:

"Since our inception we have incurred significant losses and
negative cash flow (assuming the positive cash flow from capital
transactions are excluded). As of March 31, 2003, we had an
accumulated deficit of approximately $141 million. At March 31,
2003 our principal source of liquidity was approximately $1.27
million in cash and cash equivalents. At April 30, 2003, cash and
cash equivalents aggregated approximately $1.07 million.

"We need additional capital in the immediate future. Based on our
current estimates of revenue levels, operating costs and other
cash inflows and outlays, we will not have cash balances adequate
for us to continue operations without a capital infusion within
the next two months from mid May 2003. Our concerns about capital
may lead us to take additional steps to cut costs and, depending
on whether we are successful in our efforts to raise additional
capital, may require us to eliminate or curtail certain of our
projects and take additional steps to conserve cash that may
adversely affect our operations. If we are unable to obtain
additional capital as needed, we will be required to cease
operations altogether.

"In connection with our efforts to raise capital, we have hired
investment bankers. We are exploring a number of alternatives for
raising additional capital, including debt and equity financings,
and strategic investments. In May 2003, we entered into an
agreement to sell a portion of our trade receivables on a regular
monthly basis. If we raise additional funds on an equity basis
from other than a strategic partner, substantial dilution to
existing shareholders would likely occur in light of the 'full
ratchet' antidilution provisions of our Series C preferred stock
and the related warrants. In fact, under certain scenarios, there
may be virtually no value remaining to the common stock
shareholders. Some of the alternatives that we are pursuing,
though, may be less dilutive or non-dilutive to existing
shareholders. However, we cannot be certain whether additional
capital will be available when needed, if at all, or on acceptable
terms.

"Paymentech is obligated, subject to certain conditions, to
purchase goods or services from us or our affiliates over a three
(3) year period commencing September 1, 2002, in an amount
aggregating at a minimum $3,472,500, with Paymentech obligated to
pay us at least $1,000,000 during the first year, in installments
of $83,333 per month, at least $1,150,000 during the second year,
in installments of $95,833 per month, and at least $1,322,500
during the third year, in installments of $110,208. Paymentech has
made such payments and is expected to continue to make such
payments on a timely basis.

"Paymentech has only recently begun to accelerate its purchase of
services from us. Such purchases will be reflected in significant
increases to our service and product sales revenues in comparison
with prior periods but will have no immediate cash benefit. To the
contrary, if Paymentech's purchases of services or products
continue in the future, Paymentech will offset the amounts due us
with the payments and credit balances that it has built up by
making the payments referred to in the previous paragraph.
Therefore, Paymentech's purchases of services or products from us
will have a negative impact on our cash balance until the point at
which it has exhausted the benefits of its prior period payments,
even though revenues will increase.

"Nevertheless, we anticipate our negative cash flow will continue
to improve on a quarterly basis. A large percentage of our
operating expenses are fixed and we expect to continue increasing
our revenues without incurring significant increases in operating
expenses. We are also focused on conserving cash and improving our
cash flow through growth in the number of active sites and various
product sales, including revenues from services and products for
vending, and a continued reduction in cash expenses."


VIRCO MFG. CORP: Wells Fargo Waives Second Quarter Covenants
------------------------------------------------------------
Virco Mfg. Corporation (Amex: VIR) released its second quarter
results in the following letter to shareholders from Robert A.
Virtue, President and CEO:

"Following our interim report on July 17, when we announced the
voluntary separation of 485 employees due to persistent
sluggishness in our core classroom furniture market, order rates
continued to decline. They now appear to have stabilized at about
25% below last year's rates for the comparable late-summer period.

"From February through June, incoming order rates were running 14%
below the prior year, a serious but not devastating decline that
our preferred cost control methods of attrition and depreciation
were capable of matching. In early July, concurrent with the
release of lower state budgets, school districts reduced their
furniture purchases another 11%.

"At this point we took immediate action, announcing the voluntary
severance that was completed two weeks later. After three more
weeks of analyzing incoming orders and adjusting operating costs,
we determined that deeper cuts were necessary. As a result, we
laid off 160 employees during the first week of September. This
brings the total number of employees lost this year through
attrition, voluntary separation and layoff to 775, or 38% of our
workforce. This is the largest workforce reduction in our history
and it reflects the worst decline in school spending we've seen in
53 years of serving this market.

"It is now clear that we will suffer a substantial loss for the
year, only the fourth time in our history that this has happened.
In addition to the workforce reductions already discussed, we will
be taking the following actions to return Virco to profitability:

     * Quarterly cash dividend payments will be suspended until
       solid profitability returns

     * The traditional 10% stock dividend will also be suspended

     * Pensions will be frozen effective January 1, 2004, although
       all outstanding obligations will be funded at our current
       conservative discount rate and investment return
       assumptions
     
     * Stock repurchases will be limited to $250,000 per year

"In total, our non-recurring costs for downsizing the company will
be approximately $14,500,000, all of which will be recognized in
the current year. Anticipated annual savings from these actions
are $25,000,000 to $30,000,000, not including volume-related
savings such as raw material, freight, utilities, and interest.

"This approximate 2:1 ratio of annual savings to restructuring
costs compares favorably to other restructurings reported by
publicly held furniture manufacturers during the current
recession. On average, the ratio of annual savings to
restructuring costs runs about 1:1, primarily because the process
of shutting down factories, as opposed to simple workforce
reductions, entails the additional expense of inventory
liquidation, machinery write-offs, etc.

"Our current loan with Wells Fargo contains certain covenants that
we will not meet this year. We are re-negotiating the loan to
match it to our strength, which is our asset base. During the
negotiations Wells Fargo has waived the second quarter covenants
and we expect to have a new facility in place by the end of the
third quarter. Tight inventory controls and continued low levels
of capital expenditures should permit us to finish the year with
less outstanding debt than in 2002, although we won't meet our
goal of being debt-free.

"In spite of a year-to-date sales decline of 23% and a beginning
summer inventory 14% higher than last year's, our inventory as of
this writing was $562,000 lower than on the same date last
September. Our ability to control inventories in the face of
uncertain market conditions is due to the maturation of Assemble-
to-Ship, which we've explained in prior releases, and this year's
associated seasonal shifting of employees. These combined programs
allowed us to build much of the summer's inventory before June,
then shift our experienced workers to the field where they
performed deliveries and installations. We received such positive
reviews from customers on the quality of our own installation
teams that we intend to expand this program next year. Formerly,
we used temporary labor for the bulk of this work.

"Obviously the key question is 'What does the future hold?' Next
year will very likely be a repeat of this one in terms of state
and school district spending. This means our volume will probably
come in below $200,000,000. If we're reasonably close to this
number, the cuts we've made should generate a profit in fiscal
2004. Incoming order rates are being monitored closely and if they
fall further, we will make proportionate adjustments.

"One area where we're not cutting back is new product development.
Technology continues to transform both classrooms and curricula,
and we feel compelled to support this evolution. We're also re-
engineering several traditional product lines to take advantage of
ATS. The benefits of these two initiatives have been obscured by
recession, but we continue to believe in their viability."


WARNACO GROUP: Third Point Management Discloses 5% Equity Stage
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Daniel S. Loeb discloses that as of August 21, 2003,
Third Point Management Company, L.L.C. owns 2,252,000 shares of
Warnaco Group, Inc. Common Stock, par value $0.01 per share.  

Third Point, a Delaware limited liability company, is the
investment manager or adviser to a variety of hedge funds and
managed accounts.  Mr. Loeb is the managing member of Third Point
and controls Third Point's business activities.  The Funds
directly own the Common Stock.  Third Point and Mr. Loeb may be
deemed to have beneficial ownership over the Common Stock by
virtue of the authority granted to them by the Funds.  

The Shares represent 5% of the total 45,025,183 Warnaco
Outstanding Common Stock.

The Funds expended an aggregate of approximately $20,515,936 of
its own investment capital to acquire the 2,252,000 shares of
Common Stock.  The Shares were acquired in open market purchases.  
The transactions covering the period June 30, 2003 to August 20,
2003 are summarized as:

                      Shares       Shares        Price per
      Date          Purchased       Sold           Share
      ----          ---------      ------        ---------
   June 30, 2003     24,241                      $13.43000
   June 30, 2003                   24,241         13.43000
   July 7, 2003      76,700                       13.71670
   July 31, 2003     32,868                       15.60000
   July 31, 2003                   32,868         15.60000
   August 11, 2003   51,000                       14.30000
   August 20, 2003    1,000                       15.70000

Mr. Loeb reports that the purpose of the acquisition of the
Shares by the Funds is for investment.  Third Point and Mr. Loeb
may cause the Funds to make further acquisitions of Common Stock
from time to time or to dispose of any or all of the shares of
Common Stock held by the Funds at any time.

Third Point and Mr. Loeb are engaged in the investment business
and analyze the operations, capital structure and markets of
companies including Warnaco, on a continuous basis through
analysis of the documentation and discussions with knowledgeable
industry and market observers and with company representatives.
From time to time, Third Point may hold discussions with third
parties or with company management, where Third Point may suggest
or take a position with respect to potential changes in
operations, management or capital structure of the companies as a
means of enhancing shareholder value.  

In an August 21, 2003 letter, Third Point and Mr. Loeb asked
Warnaco's Board of Directors to implement changes in the
membership of the Board as well as other changes in Warnaco's
policy.  Certain specific changes sought are:

   (a) A seat on the Board should be made available to Third
       Point and Mr. Loeb.  An additional two seats should be
       made available to other shareholders;

   (b) Warnaco should retain financial advisors to explore
       alternatives to maximize shareholder value;

   (c) Stuart Buchalter should resign from the Board.  The fact
       that Mr. Buchalter rejected a $310,000,000 bid for
       Standard Brands Paint in 1981 when he was Chief Executive
       Officer of that company, which subsequently filed for
       bankruptcy, makes him unfit to serve as a director of a
       public company in Third Point's and Mr. Loeb's opinion;

   (d) Joseph Gromek should resign from his position as Chief
       Executive Officer of the Company, as well as from the
       Board, and assume the role of Executive Vice President of
       Communications and Director of Investor Relations for the
       remainder of his contracted term with Warnaco;

   (e) Tony Alvarez should cease providing transitional services
       to Warnaco at a rate of $750 per hour and, if unwilling to
       cease, resign from the Board;

   (f) A permanent Chief Financial Officer should be hired and
       James Fogarty should resign from his position as Warnaco's
       Chief Financial Officer where he is providing accounting
       services at the rate of $495 per hour;

   (g) Sheila Hopkins did not know the number of outstanding
       Company shares when questioned and should resign from the
       Board for that and various other reasons; and

   (h) Certain design changes should be implemented in connection
       with Warnaco's retail stores and website.

If Warnaco does not pursue the proposed courses of action, Mr.
Loeb relates that Third Point may communicate, and coordinate
their actions with other Warnaco stockholders to convene a
special meeting to replace the Board members.  Third Point
understands that holders of at least 15% of the total outstanding
shares of Common Stock may call a meeting. (Warnaco Bankruptcy
News, Issue No. 54; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


WEIRTON STEEL: Solid Waste Demands Decision on Disposal Contract
----------------------------------------------------------------
Elmer Earl Bowser, Jr., Esq., at Snyder & Hassig, in New
Martinsville, West Virginia, relates that in September 1998,
Solid Waste Services, Inc. and its affiliates, Solid Waste
Services of West Virginia, Inc. and Valero Terrestrial
Corporation, on one hand, and Weirton Steel Corporation, on the
other hand, entered into an Industrial Waste Stabilization,
Transportation and Disposal Agreement.  Pursuant to the Disposal
Agreement, the Solid Waste Entities provide services to the Debtor
including the transportation of waste and a lease of certain
landfill space for the disposal of waste.  

Pursuant to the Agreement, on October 1, 1998, the Solid Waste
Entities and the Debtor entered into a Lease Agreement for
Dedicated Disposal Cell at Brooke County Landfill.  The Lease
requires the Debtor to dispose its waste material in the
dedicated disposal cell at the Landfill.  The Agreement and Lease
provide for a 10-year term.  Payment is due under the Agreement
every 30 days, on a weekly basis.  The prepetition average
billings per month under the Agreement approximated $350,000 and
the average billings per week approximated $80,800.

Before the Petition Date, Mr. Bowser says, the Debtor was
delinquent in making payments under the Agreement and in
performing other material obligations under the Agreement and
Lease.  After the Petition Date, the Debtor also failed to comply
with material terms of the Agreement.  According to Mr. Bowser,
the Solid Waste Entities' total prepetition claims against the
Debtor amount to $6,587,408.

As of the Petition Date, the minimum undisputed and past due
amounts owed for the quarter preceding the Petition Date were:

   Date                    Amount
   ----                    ------
   February              $218,959
   March                  424,888
   April                  369,772
   May 1 through May 17   158,333

Since the Petition Date, the Debtor owes the Solid Waste Entities
$604,873 in unpaid obligations plus unliquidated damages.

Currently, the parties are in the middle of the 30-day public
comment period, shortly after which the West Virginia DEP will
render a decision on the Solid Waste Entities' permit renewal
application.  The permit submitted for approval contains a
modification specifically tailored to encompass the Class F
dedicated disposal Cell that the Debtor is leasing pursuant to
the Lease so that it can be used exclusively for the disposal of
the Debtor's waste.  

It is critical that the Solid Waste Entities know whether the
Debtor will assume or reject the Agreement and Lease, Mr. Bowser
notes.  If the permit renewal is granted, and the Debtor later
decides to reject the Agreement and Lease, the Solid Waste
Entities will be left with a dedicated cell which they cannot use
for other purposes and which will adversely impact their
commercial landfill operation and development.  On the other
hand, if the Debtor were to reject the Agreement and Lease at
this time, the application could be modified to eliminate any
provision for the dedicated Cell in the future, and to request
authorization for the Solid Waste Entities to incorporate the
former dedicated Cell into their commercial landfill operation.  

Mr. Bowser reports that postpetition, the Debtor continues to
breach material obligations under the Lease and the Agreements:

A. Failure to Pay Stabilization Fees

   A stabilization fee has been required as of April 2001 due to
   a newly imposed requirement by the DEP that the Debtor's BOP
   filter cake waste material be stabilized before being disposed
   in the Cell.  As of the Petition Date, the Debtor owes the
   Solid Waste Entities:

      (1) $1,114,295 in stabilization fees; and

      (2) approximately $5,280,000 in incurred damages that
          continue to accrue, which includes:

          -- a $4,275,000 loss of air space in the Cell which
             space is being consumed by the dirt that is being
             used as a stabilization material,

          -- the incurrence of $500,000 of handling costs for
             digging the dirt, and

          -- the creation of a $1,000,000 remediation project
             under the auspices of the DEP due to the premature
             consumption of air space in the Cell.

   Mr. Bowser asserts that under Sections 6(a) and (h) of the
   Agreement, the Solid Waste Entities are entitled to pass the
   costs of using dirt as stabilization agent to the Debtor due
   to a change in a "Governmental Requirement."  

   After the Agreement and Lease went into effect, the DEP
   required the Solid Waste Entities to use a different waste as
   its stabilization agent for the Debtor's wet waste.  The DEP
   negated the Solid Waste Entities' ability to use dry municipal
   waste from third parties as a stabilization agent.  Mr. Bowser
   explains that the economic foundation of the business
   arrangement under the Agreement and Lease and the extremely
   preferred pricing that the Solid Waste Entities provided the
   Debtor was predicated upon the Solid Waste Entities' ability
   to use third party waste to stabilize wet waste.  When the DEP
   unilaterally changed the approval previously given, it changed
   the terms of the Agreement and Lease.  The Solid Waste
   Entities believe that the DEP's invalidation of the provision
   permitting them to use the third party waste as a
   stabilization agent for the Debtor's wet waste rendered that
   part of the Agreement and Lease null and void under Section
   2(h) of the Agreement.  Because the provision constitutes a
   material portion of the Agreement and Lease, both are null and
   void as a whole at this juncture, thus providing the Solid
   Waste Entities with a basis for terminating the contract.

B. Failure to Pay Escrow Fees

   Since December 2001, the Public Service Commission of West
   Virginia began assessing an escrow charge of $3.04 per ton of
   waste disposed at the Cell.  The Solid Waste Entities have
   paid and continue to pay this charge.  Mr. Bowser reiterates
   that the Solid Waste Entities are entitled to pass the escrow
   fee to the Debtor under Sections 6(a) and (h) of the Agreement
   due to a change in a "Governmental Requirement."

   Mr. Bowser relates that the Debtor owes the Solid Waste
   Entities:

      (1) as of the Petition Date, $135,456 in escrow fees; and

      (2) since the Petition Date, additional $16,873 in escrow
          fees, with the fees continuing to accrue at the
          approximate rate of $15,200 to $18,240 per month.

C. Failure to Provide Anticipated Disposal Volume

   Under the Agreement, the parties agreed that the Debtor would
   dispose of waste materials in the Cell amounting to 150,000 to
   200,000 tons per year.  This volume was initiated immediately
   upon execution of the Agreement, and has become part of the
   parties' course of dealing for almost five years.  However,
   just before the Petition Date, the Debtor informed the Solid
   Waste Entities that it intended to eliminate 55% of the waste
   disposal stream under the Agreement.  This loss of revenue was
   to result from the Debtor's plan to reuse or recycle its BOP
   filter cake and blast furnace cake waste rather than dispose
   it.

   Under the duty of good faith and fair dealing, the Solid Waste
   Entities submit that the Debtor should be required to continue
   to provide for a waste disposal stream with a volume that
   matches the parties' long-established course of dealing.  Mr.
   Bowser notes that the change in the use of the waste
   constituted a material change under the Agreement, has
   frustrated the initial purpose of the Agreement and Lease, and
   rendered them commercially impracticable for the Solid Waste
   Entities to perform.  

D. Failure to Provide and Pay For Transportation of Waste

   Under the Agreement, the Debtor is required to utilize and pay
   for the Solid Waste Entities' services to transport the
   diverted BOP filter cake and blast furnace cake waste to third
   party processors.  After the Petition Date, the Debtor granted
   the transportation right and revenue to a third party in
   violation of the Agreement.  As a result, the Debtor owes the
   Solid Waste Entities postpetition fees for $588,000.  The fees
   continue to accrue at a rate of $196,000 a month.  

On June 12, 2003, the Debtor and the Solid Waste Entities entered
into an agreement, providing that:

   (a) the Solid Waste Entities would continue to transport waste
       and lease landfill space for the disposal of waste,
       pursuant to the terms of the Agreement and the Lease; and

   (b) the Debtor would comply with all of its postpetition
       obligations under the Agreement and the Lease.

While the Debtor has been current as to certain postpetition
monetary obligations owed under the Agreement for services
performed by the Solid Waste Entities, it has not complied with
many of its postpetition obligations under the Agreement and
Lease, which are both monetary and non-monetary in nature.  Thus,
the Debtor is in breach of the June 2003 Agreement.

Furthermore, the Debtor failed to comply with various material
postpetition obligations under the Lease.  Accordingly, the
Debtor is in violation of Section 365(d)(3) of the Bankruptcy
Code that requires a debtor to timely and fully perform all
postpetition obligations under a non-residential real property
lease until the lease is assumed or rejected.

Because of the significant economic effect of the breaches,
coupled with the undisputed prepetition liability, the disputed
liability, as well as the material alteration of the economic
model of the Agreement through action of the DEP and the Debtor,
the Solid Waste Entities should not be required to wait until
confirmation of the Debtor's Chapter 11 plan for the Debtor to
make a decision regarding assumption or rejection of either the
Agreement or the Lease.

Therefore, the Solid Waste Entities ask the Court to:

   (a) grant them relief from the automatic stay to terminate the
       Agreement and Lease or, alternatively, compel the Debtor
       to provide adequate protection of their interests in the
       Agreement and Lease;

   (b) require the Debtor to assume or reject the Agreement
       without further delay;

   (c) shorten the time within which the Debtor is required to
       assume or reject the Lease, and require the assumption or
       rejection;

   (d) require:

       (1) the Debtor to provide immediate payment in cash for
           the Damages;

       (2) the Debtor to immediately provide a deposit of funds
           equal to the Damages as security against future
           breaches; and

       (3) the strict compliance by the Debtor going forward with
           the June 12, 2003 Agreement and with the underlying
           postpetition obligations under the Agreement and the
           Lease;

   (e) require the Debtor to timely and fully perform its
       obligations under the Lease as of the Petition Date,
       including payment of the Damages attributable to the non-
       performance of the obligations as administrative expense
       claims of the Debtor's estate under Section 503(b) of the
       Bankruptcy Code; and

   (f) require the Debtor to pay the Damages owed under the
       Agreement and the Lease, as administrative expense claims
       of the Debtor's estate. (Weirton Bankruptcy News, Issue
       No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WICKES INC: Nasdaq Will Delist Shares from SmallCap Market
----------------------------------------------------------
Wickes, Inc. (NASDAQSC:WIKS), a leading distributor of building
materials and manufacturer of value-added building components,
announced that on September 12, 2003, the Company received a
Nasdaq Staff Determination indicating that Nasdaq has denied the
Company's request for continued listing on The Nasdaq SmallCap
Market.

The Company's common stock will be delisted from The Nasdaq
SmallCap Market at the opening of business on September 23, 2003.

Nasdaq has advised the Company that its common stock may be
immediately eligible for quotation on the OTC Bulletin Board under
the trading symbol WIKS, effective with the opening of business on
September 23, 2003, provided a market maker enters a quote for the
common stock on that date. However, there can be no assurance that
the Company's common stock will in fact be quoted on the OTC
Bulletin Board.

The delisting is the result of the Company's failure to comply
with the minimum requirements for continued listing set forth in
Marketplace Rule 4310(C)(2)(B), which include: $2,500,000 of
stockholders' equity, $35,000,000 of market value of listed
securities or $500,000 of net income during the relevant fiscal
years. As previously disclosed, Nasdaq notified the Company on
August 21, 2003 that it was not in compliance with its listing
requirements.

In its September 12, 2003 letter, Nasdaq advised the Company that
it had provided neither sufficient evidence of its ability to
achieve near term compliance with the continued listing
requirements nor sufficient evidence that the Company can sustain
such compliance over an extended period of time. The Nasdaq also
expressed concern about the Company's ability to continue as a
going concern beyond the end of 2003, citing the Company's Form
10-Q for the period ended June 28, 2003, in which the Company
disclosed that it does not believe it will generate sufficient
cash from operations to pay the principal amount of its Senior
Subordinated Notes when due on December 15, 2003 and that even if
the principal amount of the Senior Subordinated Notes were paid it
will need to increase revenues and operating income to provide
sufficient value to pay the principal and accrued interest on its
Senior Secured Notes when due on July 29, 2005.

Wickes, Inc. -- whose June 28, 2003 balance sheet shows a total
shareholders' equity deficit of about $9 million -- is a leading
distributor of building materials and manufacturer of value-added
building components in the United States, serving primarily
building and remodeling professionals. The Company distributes
materials nationally and internationally, operating building
materials centers and component manufacturing plants in the
Midwest, Northeast and South. The Company's building component
manufacturing facilities produce value-added products such as roof
trusses, floor systems, framed wall panels, pre-hung door units
and window assemblies. Wickes, Inc.'s Web site,
http://www.wickes.comoffers a full range of services about the  
building materials and construction industry.


W.R. GRACE: Montana Dist. Court Orders Debtor to Pay $54.5 Mill.
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The District Court of Montana has ordered W.R. Grace & Co. to pay
over $54.5 million to reimburse the federal government for the
costs of investigation and cleanup of asbestos contamination in
Libby, Montana.  According to the U.S. Dept. of Justice and U.S.
Environmental Protection Agency, this could be the largest
judgment after trial in the history of the federal Superfund law.

Judge Donald W. Molloy issued the ruling on August 26, 2003.  
Judge Molloy found W.R. Grace liable for costs related to the
investigation and cleanup of asbestos contamination in Libby.  
Judge Molloy further ruled that the EPA's revised method for
calculating indirect or overhead costs is appropriate and those
costs may be recovered from W.R. Grace.

This is the first time a federal district court has ruled on
EPA's revised method for calculating overhead costs.  W.R. Grace
owned and operated a vermiculite mine and vermiculite processing
facilities in Libby, Montana, from 1963 to 1990.  The vermiculite
ore found in Libby is contaminated with asbestos fibers.  Mining
and processing activities resulted in the spread of vermiculite
-- and the associated asbestos fibers -- to numerous homes,
businesses and schools throughout the town.  Asbestos, a
recognized human carcinogen, is known to cause lung cancer and
mesothelioma, a lethal tumor of the lining of the chest and
abdominal cavities.  Exposure to asbestos can cause asbestosis, a
disease characterized by fibrotic scarring of the lungs.  EPA has
been removing asbestos-contaminated soils and vermiculite in and
near Libby since May 2000.  The EPA recognizes that any payments
on the judgment must be approved by the bankruptcy court.

Accordingly, W.R. Grace & Co. says that it will record a third-
quarter, pre-tax charge of at least $50 million because of the
ruling.  In a press release, W.R. Grace remarked that the charge
will adjust its accruals to the expected total costs, and
estimates its total liability at about $110 million. (W.R. Grace
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Unions Propose Protection for Workers of Bankrupt Companies
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The Canadian Labour Congress on Wednesday will propose a number of
innovative ideas to protect workers in the all-too- frequent event
of business bankruptcy or insolvency.

Hassan Yussuff, Canadian Labour Congress Secretary-Treasurer, made
these and other recommendations in an appearance Wednesday before
the Standing Senate Committee on Banking, Trade and Commerce. The
Committee is examining the government's proposed changes to the
Bankruptcy and Insolvency Act and the Companies' Creditors
Arrangement Act.

Yussuff was joined at that time by representatives of the Canadian
Auto Workers and the United Steelworkers.

"Workers' lives are too often affected negatively by insolvencies
and bankruptcies - large and small," Yussuff noted. "With their
jobs and livelihoods at stake, workers should not face these
situations as unsecured creditors. If there is to be any fairness,
this must be addressed."

The Canadian Labour Congress, the national voice of the labour
movement, represents 2.5 million Canadian workers. The CLC brings
together Canada's national and international unions along with the
provincial and territorial federations of labour and 137 district
labour councils. Web site: http://www.clc-ctc.ca


* DebtTraders' Real-Time Bond Pricing
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Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

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

                          *********

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.

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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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