TCR_Public/030919.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 19, 2003, Vol. 7, No. 186   

                          Headlines

ACTERNA CORP: Court OKs Ernst & Young CF as Committee's Advisors
ACTIVE LINK COMMS: Will File for Chapter 7 Liquidation Soon
AIR CANADA: Urging Court to Appoint Claims Officers
ALDERWOODS GROUP: Completes $325 Million Debt Refinancing Deal
ALLIANCE COMMS: Files Prepackaged Chapter 11 Plan in Delaware

AM COMMS: UST to Convene First Creditors' Meeting on October 6
AMERCO: U.S. Trustee Amends Creditors' Committee Membership
AMES DEPT.: Sues 627 Creditors to Recoup Preferential Transfers
AMKOR TECH.: Inks Pact with FICTA to Up Test Capacity in Taiwan
AMR CORP: Prices $300MM 4.25% Senior Convertible Note Offering

ASTROPOWER: Hires SSG Capital Advisors as Investment Banker
BESTNET COMMS: Reports Strong Revenue Growth for Fourth Quarter
BETHLEHEM STEEL: Court Approves Revised Disclosure Statement
BISTRO 2000-6: Fitch Hatchets Junk Class C Notes Rating to D
CASTLE 2003-1: S&P Assigns Prelim. BB Rating to Class D Notes

CHAMPIONLYTE: Secures $250,000 Financing Commitment for Unit
CKE RESTAURANTS: Files Second Quarter Results on SEC Form 10-Q
CKE RESTAURANTS: Reports Improved 8 Same-Store Sales for August
CONE MILLS: Shareholders Urged to Return Green Proxy Cards
CONSECO CAPITAL: Changes Name to 40|86 Advisors, Inc.

CONTINENTAL AIRLINES: Promotes Three Officers to SVP Positions
CONTINENTAL AIRLINES: Elects Henry Meyer III to Company's Board
COVANTA ENERGY: Posts Overview of Joint Reorganization Plan
CREDIT SUISSE: Fitch Affirms CCC Rating on Class I Certificates
CWMBS INC: Fitch Takes Various Rating Actions on 8 Transactions

DOLE FOOD COMPANY: Further Reduces Debt Levels by $167 Million
DRS TECH.: Weaker Fin'l Profile Spurs S&P to Affirm BB- Rating
DVI INC: Court Extends Bid Process Until October 3, 2003
E-SIM LTD: July 31 Net Capital Deficit Widens to $6 Million
ELAN CORP: Posts Negative EBITDA of $24 Million for 2nd Quarter

EMAGIN CORP: AMEX Accepts Plan to Meet Listing Requirements
ENRON CORP: Urges Court to Approve Owens Corning Settlement Pact
EXIDE TECHNOLOGIES: Enersys Wants to Commence Rule 2004 Exams.
FINOVA GROUP: May Defer Paying Entire Senior Note Obligations
GARDENBURGER INC: Management Withdraws Buyout Proposal

GRAHAM PACKAGING: Proposes Exchange Offer for 8.75% Sr. Sub Notes
HOST MARRIOTT: Will Publish Third Quarter Results on October 15
IMCLONE SYSTEMS: Appoints Joseph Fischer to Board of Directors
IMP INC: Shares Yanked Off Nasdaq Effective September 16, 2003
INFO. ARCHITECTS: Will Launch Consumer Data Retrieval Site

J.P. MORGAN: S&P Assigns Low-B's to 6 Ser. 2003-LN1 Note Classes
JPS INDUSTRIES: Reports Improved 3rd Quarter Operating Results
KINGSWAY FINANCIAL: Launches $50-Mill. Trust Preferreds Offering
KMART CORP: Wins Court Approval for GE Capital Settlement Pact
LIBERTY MEDIA: Completes Acquisition of QVC, Inc.

LIBERTY MEDIA: Comcast Confirms Sale of Stake in QVC to Company
MAGELLAN HEALTH: Court Okays Accenture Engagement as Consultants
MERISTAR: Enters Energy Management Agreement with Summit Energy
METRIS COS: Asset Sale & New Debt Spur Fitch to Affirm Ratings
MIRANT CORP: Wants Go-Signal to Obtain $500-Mill. DIP Financing

NAHIGIAN BROTHERS: UST Sets Section 341(a) Meeting for October 9
NDCHEALTH: Will Publish Fiscal First Quarter Result on October 1
NEXTEL COMMS: Offering 7.375% Senior Serial Redeemable Notes
NUCENTRIX BROADBAND: UST Will Meet with Creditors on October 14
N-VIRO INT'L: Liquidity Issues Raise Going Concern Uncertainty

OM GROUP: Will Publish Third Quarter 2003 Results on October 30
ON SEMICONDUCTOR: Caps Price of Common Stock Public Offering
PG&E CORP: CEO Glynn Says Company "On Clear Path to Stability"
PG&E NATIONAL: Court OKs Charles River as Litigation Consultants
PHOTOCHANNEL: Pursuing Business Opportunities with New Financing

POPE & TALBOT: Reports Pulp Price Increase Effective October 1
PROVIDIAN FINANCIAL: Will Present at Morgan Stanley Conference
RESIDENTIAL ACCREDIT: Fitch Ups & Affirms Various Note Ratings
R.J. REYNOLDS: Initiates Workout Plan and Workforce Reduction
RJ REYNOLDS: Restructuring Charge Affects Fitch's Debt Ratings

RJ REYNOLDS: Low-B Ratings Affirmed over Announcement of Charges
ROHN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
SNYDERS DRUG: Taps Squire Sanders as Bankruptcy Attorneys
SPIEGEL: Wins Approval to Implement Lease Renegotiation Program
STEEL DYNAMICS: S&P Ups Sr. Unsecured Notes Rating a Notch to B+

STEEL DYNAMICS: Structural Mill Aug. Results Enter Positive Zone
SUNLAND ENTERTAINMENT: Shareholders Approve Reorganization Plan
SYMBOL TECHNOLOGIES: Obtains Credit Facility Waiver for 60 Days
TENNECO AUTOMOTIVE: Commences Exchange Offer for 10.25% Notes
UNITED AIRLINES: Seeks Second Extension of Exclusive Periods

UNUMPROVIDENT: Expands Insurance Product Distribution in Canada
US FLOW: Converts Cases to Chapter 7 Liquidation Proceeding
VICWEST CORP: Completes Restructuring Under CCAA in Canada
WARNACO GROUP: Sells $210,000 8-7/8% Senior Notes at Par
WILLIAMS COS.: Elects William G. Lowrie to Board of Directors

WINN-DIXIE: S&P's Low-B Ratings Lowered and Plucked from Watch
WORLDCOM: Court Approves Third Disclosure Statement Supplement

* Cadwalader Wickersham Intends to Remain in Lower Manhattan

* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States

                          *********

ACTERNA CORP: Court OKs Ernst & Young CF as Committee's Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Acterna Corp.,
and its debtor-affiliates, obtains permission from the Court to
retain Ernst & Young Corporate Finance LLC as its restructuring
advisors effective as of May 21, 2003.

As restructuring advisors, Ernst & Young will be:

    (a) analyzing the Debtors' and Non-Debtors' current and
        historical financial position;

    (b) analyzing the Debtors' and Non-Debtors' business plans,
        cash flow projections, restructuring programs, and other
        reports or analyses prepared by their professionals so as
        to advise the Committee on the viability of the continuing
        operations and the reasonableness of projections and
        underlying assumptions;

    (c) analyzing the financial ramifications of proposed
        transactions for which the Debtors seek Bankruptcy Court
        approval, including DIP financing and cash management,
        assumption and rejection of leases and contracts, asset
        sales, management compensation and retention and severance
        plans;

    (d) analyzing the Debtors' and Non-Debtors' internally
        prepared financial statements and related documentation so
        as to evaluate the performance of their performance as
        compared to projected results on an ongoing basis;

    (e) attending and advising at meetings with the Committee, its
        counsel, other financial advisors and the Debtors'
        representatives;

    (f) assisting and advising the Committee and its counsel in
        the development, evaluation and documentation of any
        reorganization plan or strategic transaction;

    (g) preparing hypothetical liquidation analyses; and

    (h) rendering testimony in connection with the previous
        procedures.

Ernst & Young will be compensated according to its customary
hourly rates:

          Managing Directors                  $575 - 595
          Directors                            475 - 545
          Vice Presidents                      375 - 440
          Associates                           320 - 340
          Analysts                                275
          Client Service Associates               140
(Acterna Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ACTIVE LINK COMMS: Will File for Chapter 7 Liquidation Soon
-----------------------------------------------------------
The management of Active Link Communications, Inc., and its
wholly-owned operating subsidiary, Mobility Concepts, Inc., have
determined to cease active business operations of the companies
and efforts to obtain additional financing. During the past
several months, expenditures have been reduced and attempts have
been made to obtain debt arrangements with creditors and
substantial funding. Although progress was made with many
creditors and bridge type financing was provided, the limited
financing has been expended, the substantial ongoing funding
necessary for continuation of operations has not been obtained and
there appear to be no feasible prospects for such funding.

The Company expects to file for Chapter 7 bankruptcy within the
next few days with the few assets available to be distributed to
secured creditors in partial satisfaction of the debts owed to
them.


AIR CANADA: Urging Court to Appoint Claims Officers
---------------------------------------------------
Concurrent with their proposed claims process, Air Canada and its
debtor-affiliates seek Mr. Justice Farley's permission to appoint
the Honorable Allan M. Austin, the Honorable Claude Bisson and Mr.
Martin Teplitsky, Q.C. as claims officers.

The Claims Officers will review and determine all claims filed
before the claims bar dates for voting or distribution purposes
which are in dispute for any reason and have not been
consensually resolved between the creditor and the Monitor.  Hon.
Allan M. Austin will act as the supervising claims officer and
coordinate the hearing of all disputed claims.

Hon. Austin is a recently retired justice of the Court of Appeal
for Ontario and a former justice of the Supreme Court for
Ontario.  He currently practices with the Toronto firm WeirFoulds
LLP.

Hon. Claude Bisson is the recently retired Chief Justice of the
Quebec Court of Appeal and currently practices with McCarthy
Tetrault in Montreal.

Mr. Martin Teplitsky is a senior counsel and arbitrator practicing
with the Toronto firm Teplitsky, Colson.

The Applicant or the creditor may appeal a Claims Officer's
determination of voting or distribution rights by appealing such
determination before the Court within five business days of
receipt of such determination, with notice to the Monitor, the
Applicant and the Creditor. (Air Canada Bankruptcy News, Issue No.
12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALDERWOODS GROUP: Completes $325 Million Debt Refinancing Deal
--------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) successfully completed its
previously announced $325 million refinancing, as well as a
further $20 million reduction in its total debt.

The new senior secured credit facility, which consists of a $275
million Term Loan B facility and a $50 million revolving credit
facility, is now closed. The new senior secured Term Loan B will
be at a floating interest rate of 3.25% over LIBOR. This
refinancing will result in a substantial saving in interest costs
to the Company. The transaction, which was led by Banc of America
Securities LLC, is expected to be funded on or before
September 29, 2003. The proceeds from the Term Loan B will be used
to fully retire $195 million of 11% senior secured notes due in
2007, and $80 million of Rose Hill's 9.5% senior subordinated
notes, due in 2004.

The Company also fully repaid in August 2003, $20 million of
borrowings under its previous revolver from cash on hand. This
brings the total debt repaid to approximately $99 million for
fiscal 2003 and $180 million since emergence on January 2, 2002.
Following this repayment, the total outstanding debt of the
Company is $659 million.

"We are very pleased with the success of our first debt issuance
since emergence, and the response we received from the financial
markets," stated Paul Houston, President and CEO. "The refinancing
will substantially enhance our corporate cash flow as we move
forward, which will further assist with Company goals. As we have
previously stated, one of our strategic objectives is to de-lever
the Company, and we have again proven our commitment to this
initiative by further reducing our debt by another $20 million."

Launched on January 2, 2002, the Company is the second largest
operator of funeral homes and cemeteries in North America. As of
June 14, 2003, the Company operated 792 funeral homes, 167
cemeteries and 61 combination funeral home and cemetery locations
in the United States, Canada and the United Kingdom. Of the
Company's total locations, 143 funeral homes, 89 cemeteries and
five combination funeral home and cemetery locations are either
held for sale as at June 14, 2003, or identified for sale
subsequently. The Company provides funeral and cemetery services
and products on both an at-need and pre-need basis. In support of
the pre-need business, it operates insurance subsidiaries that
provide customers with a funding mechanism for the pre-arrangement
of funerals.


ALLIANCE COMMS: Files Prepackaged Chapter 11 Plan in Delaware
-------------------------------------------------------------
Alliance Communications, LLC and its debtor-affiliates file their
Joint Chapter 11 Liquidating Plan with the U.S. Bankruptcy Court
for the District of Delaware.  A full-text copy of the Debtors'
Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=030915211852

The Plan groups 11 classes of claims and interests according to
their treatment and distribution:

  Class  Description           Treatment
  -----  -----------           ---------
    1    Priority Claims       Unimpaired; Will be paid in full
                               in Cash.
   
    2    Misc. Secures Claims  Unimpaired; Will receive Cash in
                               an amount equal to such Claim,
                               including any interest, or will
                               receive such other treatment as
                               may be agreed upon in writing
                               between the Holder and the
                               Debtors.

    3    Unimpaired Unsecured  Unimpaired; Will be paid in full
         Claims                in Cash.
                               

    4    Prepetition Lenders'  Impaired; Will be deemed Allowed
         Secured Claims        Secured Claims against each of
                               the Debtors in the principal
                               amount of $89,275,173, plus
                               unpaid interest, loan fees and
                               Prepetition Agent Expenses
                               Accrued.

    5    Sub Debt Claims       Impaired; Will be deemed an
                               Allowed Claim against Alliance in
                               the amount not to exceed
                               $35,523,057 plus interest
                               accrued. The Holders will receive
                               its Pro Rata share of (i) 48.13%
                               of the Adjusted Catch-Up Amount,
                               (ii) 4.81% of Net Cash in excess
                               of $20,000,000 available for
                               Distribution; (iii) 48.13% of the
                               Term B Notes; (iv) 34.03% of the
                               Buyer Preferred Interests; and
                               (v) 4.81% of the proceeds of the
                               Miscellaneous Retained Property;
   
    6    Manager Claims        Impaired; Will be deemed an
                               Allowed Claim against Alliance in
                               the aggregate amount of
                               $1,232,591 plus interest accrued.
                               Will receive: (i) 13.72% of the
                               Adjusted Catch-Up Amount, (ii)
                               1.37% of Net Cash in excess of
                               $20,000,000 available for
                               Distribution, (iii) 13.72% of the
                               Term B Notes, (iv) 9.08% of the
                               Buyer Preferred Interests, and
                               (v) 1.37% of the proceeds of the
                               Miscellaneous Retained Property
    
    7    Intercompany Claims   Unimpaired; Neither the
                               Purchaser, Delta, nor Piggott
                               shall have any liability or
                               obligation to make any
                               Distribution to Holders of Class
                               7 Claims under this Plan.
    
    8    Subsidiary Debtor     Unimpaired; Will retain its
         Interests             legal, equitable and contractual
                               rights to which such Interest is
                               entitled.

    9    Old Preferred         Impaired; Will receive its Pro
         Interests             Rata Share of (i) 23.84% of the
                               Adjusted Catch-Up Amount, (ii)
                               2.38% of the Net Cash in excess
                               of $20,000,000 available for
                               Distribution, (iii) 23.84% of the
                               Term B Notes, (iv) 16.84% of the
                               Buyer Preferred Interests, and
                               (v) 2.38% of the proceeds of the
                               Miscellaneous Retained Property

    10   Old Common Interests  Impaired; Each Holder will
                               receive cash in the amount of
                               $4,833 per unit of Old Common
                               Interests

    11   Old Alliance LP       Impaired; Will receive $750 in
         Interests             Cash in full and complete
                               satisfaction of its Interest.

The treatment and consideration to be received by Holders of
Allowed Claims and Interests shall be in full and complete
satisfaction, settlement, release and discharge of such Claims and
Interests.

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: UST to Convene First Creditors' Meeting on October 6
--------------------------------------------------------------
The United States Trustee will convene a meeting of AM
Communications, Inc., and its debtor-affiliates' creditors on
October 6, 2003, 10:00 a.m., at J. Caleb Boggs Federal Building,
2nd Floor, Room 2112, 844 King Street, Wilmington, Delaware 19801.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in 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: U.S. Trustee Amends Creditors' Committee Membership
-----------------------------------------------------------
U.S. Trustee for Region 17, William T. Neary, informs Judge Zive
that Mellon HBV Alternative Strategies and AIG Global Investment
Group resigned from the Official Committee of Unsecured
Creditors of AMERCO and its debtor-affiliates.  The Creditors'
Committee is now composed of:

       Pacific Investment Management Company LLC
       840 Newport Center Drive
       Newport Beach, CA 92660
       Contact: Mohan V. Phansalkar
                Executive Vice President
                Telephone (949) 720-6180
                Fax (949) 720-6361

       Law Debenture Trust Company of New York
       767 Third Avenue, 31st Floor
       New York, NY 10017
       Contact: Daniel Fisher
       Represented by: Arnold Gulkowitz, Esq.
                       Orrick, Herrington & Sutcliffe LLP
                       666 Fifth Avenue
                       New York, NY 10103
                       Telephone (212) 506-5000
                       Fax (212) 506-5151

       Bank of America, N.A.
       Strategic Solutions, Inc.
       555 South Flower Street, 9th Floor
       Los Angeles, CA 90071
       Contact: Timothy C. Hintz, Managing Director
       Represented by: Evan M. Jones, Esq.
                       O'Melveny & Myers LLP
                       400 South Hope Street
                       Los Angeles, CA 90071
                       Telephone (213) 430-6000
                       Fax (213) 430-6407

       G.E. Asset Management Inc.
       3003 Summer Street
       Stamford, CT 06905
       Contact: John Endres
                Telephone (203) 326-4287
                Fax (203) 356-4910

       The Bank of New York
       101 Barclay Street, 8W
       New York, New York 10286
       Represented by: Gerald Facendola
                       Telephone (212) 815-5440
(AMERCO Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMES DEPT.: Sues 627 Creditors to Recoup Preferential Transfers
---------------------------------------------------------------
Pursuant to Section 547(b) of the Bankruptcy Code, Ames Department
Stores, Inc., and its debtor-affiliates may avoid certain
transfers made 90 days before the Petition Date on account of
antecedent debts.  During this period, the Debtors were presumed
insolvent.

Within July 2003, the Debtors filed complaints against 627
creditors to avoid and recover preferential transfers.  The
Debtors contend that due to these transfers, these creditors
recovered more than they would have received if the cases were
under Chapter 7 of the Bankruptcy Code and if the transfers had
not been made.  The amounts received by these creditors were also
more than what they would get under Chapter 11.  The largest
creditor-defendants include:

                                   Amount Received Within
      Defendant                    90 Days of the Petition Date
      ---------                    ----------------------------
   Abitibi Consolidated Inc.              $1,851,506
   Advo Inc.                               2,800,362
   Cellmark Paper Inc.                     6,704,580
   Mattel, Inc.                            3,341,759
   National Logistics Services, LLC
     doing business as NLS Animal Health   1,232,623
   O Sullivan Industries Inc.              2,064,697
   Power Technology Inc.                   3,256,491
   Proctor & Gamble Distributing Co.       5,588,205
   Quebecor World Richmond Inc.            7,072,216
   Royal Appliance Mfg. Co.                1,183,501
   Rubbermaid Inc.                         3,975,008
   Sharp Electronics Corporation           1,039,855
   Unilever HPC-USA                        1,102,815
(AMES Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMKOR TECH.: Inks Pact with FICTA to Up Test Capacity in Taiwan
---------------------------------------------------------------
Chip packaging and test leader Amkor Technology, Inc. (Nasdaq:
AMKR) has signed an agreement with FICTA Technology Inc., to
substantially increase Amkor's final test and wafer probe capacity
in Taiwan, enable turnkey assembly and test service to Amkor's
growing base of customers in that region, and provide for
additional expansion of Amkor's assembly operations.  Since
establishing its Taiwan operations in 2001, Amkor's business in
that market has experienced compound annual growth of over 40%.

As part of the business agreement, Amkor will occupy an entire
floor at FICTA's Plant 2 near Hsinchu, Taiwan.  FICTA's digital
and mixed signal testers at that location will be consigned to
Amkor, who will manage the test floor operation.  Approximately 35
of FICTA's test engineers and support staff will join Amkor.  
Amkor will also consolidate its existing Taiwan test operation
into this location and over time will add new test assets in
support of growing customer demand.  In addition, Amkor has agreed
to lease another floor at the same facility for potential future
expansion of its Taiwan assembly operations.

"This agreement with FICTA is another step in our strategy to
provide turnkey assembly and test services across a broad
geographical footprint, while managing the risk associated with
quickly building test capacity," commented Bruce Freyman, Amkor's
executive vice president for operations. "Our business in Taiwan
has been increasing rapidly and should continue to grow as we
prepare to support emerging business opportunities in the chip set
and graphics markets.  This additional capacity helps us
immediately expand our test business and provides us with a world
class test facility to support increasing customer demand."

In August 2003, Amkor announced a separate agreement with United
Test and Assembly Center, Limited in Mainland China that created
turnkey assembly and test support for local Chinese wafer
foundries and IDMs looking to serve end customers in the China
market.

"Together, these agreements with UTAC and FICTA substantially
increase our test capabilities in the greater China region," said
Joe Holt, Amkor's senior vice president for worldwide test.  
"Amkor is now in position to offer unmatched turnkey assembly and
test support through our operations in Korea, the Philippines,
Japan, China and Taiwan."

Amkor Technology, Inc. (S&P, B Corporate Credit and Senior Debt
Ratings, Stable) is the world's largest provider of contract
semiconductor assembly and test services.  The company offers
semiconductor companies and electronics OEMs a complete set of
microelectronic design and manufacturing services.  More
information on Amkor is available from the company's SEC filings
and on Amkor's Web site: http://www.amkor.com


AMR CORP: Prices $300MM 4.25% Senior Convertible Note Offering
--------------------------------------------------------------
AMR Corp. (NYSE: AMR), the parent company of American Airlines,
Inc., announced the pricing of a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 of $300 million principal amount of 4.25 percent
senior convertible notes due 2023.  The sale of the notes is
expected to close on Sept. 23, 2003 subject to customary closing
conditions.

Interest on the notes will be payable semiannually in arrears.  
Each note will be convertible, under certain circumstances, into
AMR common stock at a conversion ratio of 57.61 shares per $1,000
principal amount of notes.  This represents an equivalent
conversion price of $17.36 per share (subject to adjustment in
certain circumstances), or a 32 percent premium over the New
York Stock Exchange closing price for the company's common shares
of $13.15 on Sept. 17, 2003.

AMR may redeem the notes, in whole or in part, in cash on or after
Sept. 23, 2008.  Up to an additional $50 million principal amount
of the notes may be sold upon the exercise of a 30-day option
granted to the initial purchaser of the notes.

AMR said the notes are to be guaranteed by American Airlines, Inc.  
AMR plans to use the net proceeds from the offering for working
capital and general corporate purposes.

The notes and the common stock issuable upon conversion of the
notes have not been registered under the Securities Act, or any
state securities laws, and may not be offered or sold in the
United States absent registration under, or an applicable
exemption from, the registration requirements of the Securities
Act and applicable state securities laws.

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


ASTROPOWER: Hires SSG Capital Advisors as Investment Banker
-----------------------------------------------------------
AstroPower, Inc. (OTC: APWR.PK) has engaged SSG Capital Advisors,
L.P., a nationally recognized specialty investment banking firm
focusing on special situation mergers and acquisitions, capital
raising, financial recapitalizations, and restructurings, as its
investment bankers. SSG Capital Advisors has a proven record of
assisting middle market businesses facing challenging situations.

On July 25, 2003, AstroPower engaged Bridge Associates LLC, a
nationally recognized restructuring, turnaround management and
expanded capabilities firm, to take charge of the day-to-day
operations of the company and to stabilize its financial position.
Bridge Associates' Carl H. Young III is serving as AstroPower's
interim Chief Executive Officer and Eric I. Glassman, CPA, is
serving as the company's interim Chief Financial Officer.

After evaluating the totality of AstroPower's overhead expenses,
the new interim management focused on reducing those expenses
throughout the company's operations and, on August 6, 2003,
reduced the workforce by approximately 10% through a layoff of
approximately 55 employees. The company is continuing to take
steps to "rightsize" the organization so as to better align it
with its current operations. The company continues to operate and
has orders for more product than it can produce due to cash
constraints. The company continues to have negative cash flow due
largely to lower sales than normal resulting from its inability to
purchase sufficient raw materials as well as expenses related to
the company's current financial difficulties.

The company has not yet filed its Annual Report on Form 10-K for
2002 or its Quarterly Reports on Form 10-Q for the first and
second quarters of 2003 due to the lack of audited financial
statements for Fiscal Year Ending 2002. The company is unable to
predict when the audit will be completed.

After evaluating the company's cash needs, interim management and
AstroPower's Board of Directors have decided to retain SSG Capital
Advisors to help manage the process of raising cash by, but not
limited to, an infusion of new equity, a strategic alliance or
alliances, or a sale of part or all of the company's business.

Headquartered in Newark, Delaware, AstroPower manufactures solar
electric power products and is a leading provider of solar
electric power systems for the mainstream residential market.
AstroPower develops, manufactures, markets and sells a range of
solar electric power generation products, including solar cells,
modules and panels, as well as its SunChoice(TM) pre-packaged
systems for the global marketplace. Solar electric power systems
provide a clean, renewable source of electricity in both off-grid
and on-grid applications. For more information, visit
http://www.astropower.com  


BESTNET COMMS: Reports Strong Revenue Growth for Fourth Quarter
---------------------------------------------------------------
BestNet Communications Corporation (OTC Bulletin Board: BESC), a
provider of patented internet-based communication solutions,
announced at Wednesday's annual meeting of its shareholders that
revenue for its fourth quarter ending August 31, 2003 increased
19.3% over the third quarter.  

Fourth quarter revenue from all sources totaled $462,930.  Revenue
for Fiscal Year 2003 was up over 38% as compared to Fiscal 2002.

Robert A. Blanchard, President and Chief Executive Officer of
BestNet Communications Corporation commented: "I am encouraged and
pleased with the growth we have seen in the second half of 2003
and we are seeing this trend continuing at an even greater pace.  
Our client base continues to grow substantially and we are pleased
with results being achieved by select channel partners around the
world.  In 2003 BestNet added over 500 new business clients and
over 5,600 new individual accounts.  We continue to focus our
efforts on growth, specifically profitable growth consistent with
our targets."

BestNet Communications is an Internet-based provider of long
distance, conference calling, ClicktoPhone(TM) and e-commerce
communication services. BestNet's services are accessed via the
internet and delivered using standard phone lines.  This results
in a cost effective high quality service for both businesses and
consumers.
    
                         *     *     *

                    Going Concern Uncertainty

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

"The [Company's] consolidated financial statements have been
prepared assuming the Company will continue as a going concern.  
The Company has incurred losses from operations over the years and  
anticipates additional losses in fiscal year 2003.  Management has
been successful in obtaining financing and has implemented a
number of cost-cutting initiatives to reduce its working capital
needs.  The Company requires and continues to pursue additional  
capital for growth and strategic plan implementation.
Notwithstanding the forthcoming maturity of convertible notes due  
September 26, 2003, management believes current funds will be  
sufficient to fund working capital for the next five months."


BETHLEHEM STEEL: Court Approves Revised Disclosure Statement
------------------------------------------------------------
Several objections to the approval of the Disclosure Statement
were filed and served by various parties-in-interest.  The
Bethlehem Steel Corporation and its debtor-affiliates also
received 29 letters from creditors, including from bondholders and
former employees, and equity security holders:

A. ACE American Insurance Company

ACE American Insurance Company issued various insurance policies
to one or more of the Debtors that provide coverage for
automobile damage, workers' compensation and general liability
for periods ending November 1, 2001.  Robert Wright, Esq., at
White and Williams, LLP, in New York, relates that the Policies
are executory contracts within the meaning of Section 365 of the
Bankruptcy Code.  ACE holds contingent and unliquidated claims
arising from the continuing obligations due under the Policies.

In connection with the Policies, ACE and the Debtors entered into
various related agreements pursuant to which the Debtors were
required to maintain certain collateral.

Without providing for the continued effectiveness of the terms
and conditions of the ACE Agreements, or for the satisfaction of
the insureds' continuing post-Effective Date duties and
obligations under the ACE Agreements, confirmation of the Plan
will void any otherwise available coverage under the ACE
Agreements.  

Accordingly, ACE American Insurance Company and any other ACE
USA-related company object to the approval of the Disclosure
Statement for the Debtors' Plan of Liquidation because the
Disclosure Statement fails to:

(a) provide adequate information of how the Debtors or the
    Liquidating Trust will satisfy their Continuing Obligations
    under the ACE Agreements; and

(b) disclose the material risks that insurance may not be
    available for otherwise Covered Tort Claims due to the Plan's
    violations of ACE's Contractual Rights and release of the
    Debtors' Contractual Obligations, including, among others:  

    -- ACE's right to control or associate in the defense,
       investigation, and settlement of otherwise Covered Tort
       Claims;

    -- the Debtors' or the Liquidating Trust's continuing duty to
       cooperate with ACE in the defense and investigation of
       otherwise Covered Tort Claims;

    -- certain anti-assignment restrictions; and

    -- ACE's rights to performance of the Debtors' other
       Contractual Obligations.

B. U.S. Trustee

Tracy Hope Davis, Esq., trial attorney for the U.S. Trustee for
the Southern District of New York, asserts that the Disclosure
Statement is deficient and does not meet the adequate information
standard set forth in Section 1125(a) of the Bankruptcy Code.

Ms. Davis contends that the Disclosure Statement contains an
inadequate discussion regarding the substantive consolidation
provisions.  The Disclosure Statement should be amended to
clarify how the proposed substantive consolidation of the Debtors
satisfies the standards under the prevailing Second Circuit
decision In re Augie/Restivo Baking Co., Ltd. (In re
Augie/Restivo), 860 F.2d 515, 518 (2d Cir. 1988) and its progeny.

In addition, Ms. Davis remarks that the Disclosure Statement does
not contain an adequate discussion regarding the exculpation and
the limited release provisions set forth in the Plan and the
Debtors' legal basis for requesting that the Court grant them.

Section 524(e) of the Bankruptcy Code provides that the discharge
of a debtor does not affect the liability of any other entity for
the debt.  Although the U.S. Trustee recognizes that certain
courts have permitted non-debtor releases where (i) there is an
identity of interest between the debtor and the third-party, (ii)
the released party has contributed to the reorganization, (iii) a
release is essential to the reorganization, or (iv) the plan
provides for the payment of substantially all of the claims of
the creditors affected by the release, it is unclear exactly what
contributions, if any, the non-debtor parties that will be
receiving releases are making.  

Therefore, the U.S. Trustee wants the Debtors to amend the
Disclosure Statement to explain why non-debtor third party
releases are appropriate in these cases.  Ms. Davis notes that
the U.S. Trustee reserves the right to object to these releases
at confirmation of the Debtors' Plan.

Furthermore, the U.S. Trustee objects to the proposed exculpation
and releases to the extent these are overbroad, exceeding the
scope of Section 1125(e) of the Bankruptcy Code.

Ms. Davis also asserts that the Disclosure Statement should be
amended to provide that the U.S. Trustee reserves her rights to
object to Section 12.5 of the Plan, at the Plan Confirmation
Hearing.

C. Letters from Creditors, et al.

These creditors, which include bondholders, former employees, and
equity security holders, filed various objections essentially
seeking a greater return than what is offered by the Plan:

   -- Luella Anderson,
   -- Patricia A. Cahoon,
   -- Irma A. Callahan,
   -- Johnnie L. Casner,
   -- Carl Cerniglia,
   -- Lillian Czernikonski,
   -- Richard D. Duryea,
   -- John A. Favorite,
   -- Muriel R. Ford,
   -- Stanley Gralski,
   -- Andrew Hamann,
   -- Fox E. Haywood,
   -- Edgar W., Patricia C., and Peter D. Heinrich,
   -- Klaus B. Jacobi,
   -- Ann Kizanis Klapper,
   -- Paul M. Korp,
   -- Linda L. Lawson,
   -- Arthur Marciano,
   -- Martin McElroy,
   -- Bonnie E. Ott,
   -- Robert C. Papka II,
   -- Rosemary Pinkley,
   -- Felicita Simms,
   -- William R. Smith,
   -- Lloyd E. Stephens,
   -- Mildred Tanenbaum,
   -- William F. Walquist,
   -- James J. Walsh, and
   -- James W. Wheeler.
  
                       Debtors Respond

Jeffrey L. Tanenbaum, Esq., at Weil, Gotshal & Manges, LLP, in
New York, discloses that after further discussions with the
Committee and other parties-in-interest, the Debtors, on
September 9, 2003, prepared a revised Plan and Disclosure
Statement to reflect the conforming additions, changes,
corrections and deletions necessary to comport with the
agreements reached with certain parties to resolve minor
disclosure-related objections.

Mr. Tanenbaum asserts that the Revised Disclosure Statement
contains adequate information regarding the Revised Plan,
including the basis for the Debtors' determination that
substantive consolidation is appropriate, and the justification
for the limited releases.  

Many of the objections to the Disclosure Statement, Mr. Tanenbaum
continues, do not challenge the adequacy of information in the
Disclosure Statement.  The objections are essentially
confirmation issues and challenges -- arguments regarding the
confirmability of the Plan.  Certain objections attempt to
persuade the Court to address confirmation issues at the
Disclosure Statement Hearing.  This review, Mr. Tanenbaum argues,
is permitted only when the proposed plan is "patently" or
"facially" unconfirmable.

In the Debtors' case, Mr. Tanenbaum points out, the Plan is
neither patently nor facially unconfirmable.  The Objections to
confirmability premised on improper classification, inadequate
treatment, and the propriety of the releases should not be
addressed at the Disclosure Statement Hearing because due process
considerations entitle each creditor, as well as the Debtors, to
be heard on the merits of these issues at the Confirmation
Hearing.

Mr. Tanenbaum contends that creditors should not seize the
hearing on the adequacy of a disclosure statement to address the
confirmability of a Chapter 11 plan.

Mr. Tanenbaum informs the Court that with respect to:

   -- ACE American Insurance Company's objection, the Debtors
      have already added language to the Disclosure Statement
      regarding ACE's concerns;

   -- the U.S. Trustee's objection, the Debtors have also added
      to the Disclosure Statement:

      (a) a discussion of how the proposed substantive
          consolidation satisfies the applicable standards; and

      (b) additional disclosure regarding the limited releases
          and narrowed the scope of the proposed releases in the
          Plan.  The Plan does not contain non-debtor third party
          releases other than the standard exculpation
          provisions.  The only releases provided under the Plan
          are releases of claims the Debtors held against certain
          of their officers and directors and other third
          parties.  The Debtors will demonstrate the propriety of
          the proposed limited release and exculpation provisions
          at the Confirmation Hearing.

The Debtors contend that the letters from creditors and equity
security holders are confirmation objections rather than
objections to the adequacy of the information contained in the
Disclosure Statement.  The Disclosure Statement adequately
describes the treatment to be afforded the various Classes, which
treatment is in compliance with the Bankruptcy Code.

Hence, the Debtors ask the Court to overrule the Objections and
approve the Revised Disclosure Statement.

                          *     *     *

Judge Lifland finds that the revised Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.  Accordingly, the Court approves the
Debtors' revised Disclosure Statement. (Bethlehem Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BISTRO 2000-6: Fitch Hatchets Junk Class C Notes Rating to D
------------------------------------------------------------
Fitch Ratings has downgraded the class C notes of the Bistro 2000-
6 program. Bistro 2000-6 is a synthetic balance sheet
collateralized debt obligation established by JP Morgan to provide
credit protection on a $4 billion portfolio of investment grade
loans.

The following class has been downgraded:

        -- $100,000,000 class C to 'D' from 'C'.

Fitch's rating action reflects the deterioration in credit quality
of several of the underlying assets, as well as higher than
expected credit protection payments under the credit default swap.
As a result, there is a diminished level of credit enhancement for
the notes.


CASTLE 2003-1: S&P Assigns Prelim. BB Rating to Class D Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Castle 2003-1 Trust's $837 million floating-rate,
fixed-rate, and deferred subordinated notes.

The preliminary ratings are based on information as of
Sept. 17, 2003. Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the estimated credit quality of
the initial and future lessees, the value and quality of aircraft
collateral, and the legal and cash flow structure, which support
full and timely payment of interest and ultimate repayment of
principal on or before the final maturity date on the class A-1,
A-2, B-1, and B-2 notes, and the ultimate repayment of interest
and principal on the class D notes on or before the final maturity
date. At closing, there will be no class C notes issued; however,
Castle 2003-1 Trust has the right to issue class C notes, with
rating agency confirmation, affirming that the issuance of such
notes will not result in a withdrawal or lowering of the ratings
on the outstanding notes.

                PRELIMINARY RATINGS ASSIGNED
                    Castle 2003-1 Trust
    
     Class                Rating      Amount (mil. $)
     A-1/A-2(1)           AA/Stable             696.0
     B-1/B-2(1)           A/Stable               62.5
     D(2)                 BB/Stable              78.5

(1)The class A-1 and B-1 notes will be floating-rate notes
(dependent on the market for such notes), and the class A-2, B-2,
and D notes will be fixed-rate notes.

(2)The class D notes are subordinated and allow for the deferral
of interest payments.


CHAMPIONLYTE: Secures $250,000 Financing Commitment for Unit
------------------------------------------------------------
ChampionLyte Holdings, Inc., (OTC Bulletin Board: CPLY) has
secured a $250,000 financing commitment for its Old Fashioned
Syrup Company subsidiary.  This financing will be used for
accounts receivable financing and purchase order financing under
terms similar to those granted to ChampionLyte Holding's other
subsidiary, ChampionLyte Beverages, Inc.

The financing facility was secured through Churchill Investments,
Inc. an affiliate of Knightsbridge Capital, which has been acting
in the capacity of financial advisor to the company since a major
management change in January 2003.

The Old Fashioned Syrup Company historically accounts for a
substantial percentage of the Company's revenues.

The Old Fashioned Syrup Company markets three flavors, chocolate,
vanilla and strawberry to more than 20,000 outlets including
Gourmet Foods, Kroger, Public, Winn-Dixie, Bi-Lo, Ship Rite and
Albertsons.

"This financing will help us continue to expand distribution of
our syrups," said Dave Goldberg, CEO of ChampionLyte Holdings,
Inc.  "These sugar-free, cholesterol-free and fat-free syrups are
ideal products in a world increasingly aware of the benefits of
eating healthy foods."

ChampionLyte Holdings, through its wholly owned subsidiary
ChampionLyte Beverages, Inc., manufactures, markets, sells and
distributes ChampionLyte(R), the first completely sugar-free entry
in the multi-billion dollar isotonic sports drink market.

"The Old Fashioned Syrup Company is now in the rightful ownership
of the Company and its shareholders," said Goldberg.  "With the
lawsuit behind us we can concentrate our efforts on expanding
distribution and sales of the very popular brand of sugar-free
syrups and apply some of the marketing and manufacturing
efficiencies that we've put in place at ChampionLyte Beverages,
Inc.  Clearly, the synergies between the two entities are obvious
and we anticipate exploring a number of joint marketing
initiatives."

ChampionLyte Holdings, Inc. is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY.

                         *     *     *

On June 25, 2003, Radin Glass & Co, LLP was dismissed as the
independent auditor for Championlyte Holdings Inc. and Massella
Roumbos LLP was appointed as the new independent auditor for the
Company.

Radin Glass & Co, LLP 's report on the financial statements for
the year ended December 31, 2002 contained an explanatory
paragraph reflecting an uncertainty because the realization of a
major portion of the Company's assets is dependent upon its
ability to meet its future financing requirements and the success
of future operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.


CKE RESTAURANTS: Files Second Quarter Results on SEC Form 10-Q
--------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) announced second quarter results
and the filing of its Report on Form 10-Q with the Securities and
Exchange Commission for the quarter ended August 11, 2003.

                    Second Quarter Highlights

     * Same-store sales increase 2.3 percent and 1.0 percent at
       company-operated Carl's Jr. and Hardee's restaurants,
       respectively

     * Company returns to profitability this quarter; reports net
       income from continuing operations of $6.2 million, or net
       income of $0.10 per diluted share

     * Restaurant-level margins of 21.8 percent at company-
       operated Carl's Jr. restaurants retain strength; company-
       operated restaurant-level margins of 11.5 percent at
       Hardee's improve 380 basis points over the first quarter

     * As of September 17, 93 percent of the Hardee's system
       converted to the new Thickburger(TM) menu (100 percent of
       company-operated and nearly 90 percent of franchised
       restaurants converted)

                    Executive Commentary

Commenting on the Company's performance, Andrew F. Puzder,
President and Chief Executive Officer said, "Same-store sales at
company-operated restaurants increased 2.3 percent at Carl's Jr.
this quarter over a prior-year increase of 0.6 percent.  Revenues
at company-operated Carl's Jr. restaurants increased $3.1 million,
or 2.6 percent, over the prior-year quarter. Contributing to
increases in same-store sales and revenue at Carl's Jr. were
new product introductions including Carl's Jr.'s bigger
charbroiled chicken sandwiches and The Western Bacon Six Dollar
Burger(TM) -- the second new product based on the award-winning
Six Dollar Burger(R).  The net addition of four company-operated
restaurants year-over-year at Carl's Jr. also contributed to
company-operated restaurant revenue.  Sales of higher-priced,
premium products helped lift average guest check to $5.55 at
company-operated restaurants for the quarter, over 3.0 percent
higher than in the prior-year quarter."

"Restaurant-level margins at company-operated Carl's Jr.
restaurants for the quarter were 21.8 percent -- strong by any
industry measure -- yet lower than the 24.1 percent reported in
the prior-year quarter.  The primary factors impacting restaurant-
level margins in the current year included increases in commodity
prices, in particular beef prices, as well as increased utility
and insurance costs.  The decline in restaurant-level margins
year-over-year caused operating income at Carl's Jr. to decline
approximately 3.0 percent from $16.2 million in the prior-year
quarter to $15.7 million this quarter."

"At Hardee's, same-store sales at company-operated restaurants
increased 1.0 percent over a prior-year decline of 1.0 percent.  
Revenue from company-operated Hardee's restaurants increased
$630,000, or 0.5 percent over the prior-year quarter.  Average
guest check increased approximately 9.0 percent year-over-year --
to $4.38 from $4.02 in the prior-year quarter -- with
approximately 100 percent of company-operated restaurants
converted to the Thickburger menu during the quarter.  The return
of the pork chop biscuit during the quarter also supported
breakfast sales."

"Restaurant-level margins of 11.5 percent at company-operated
Hardee's restaurants declined from 13.4 percent in the prior-year
quarter primarily due to recent increases in commodity prices, in
particular the price of beef -- which constitutes a larger portion
of the new Thickburger menu than Hardee's prior menu.  These
factors contributed to Hardee's operating at a slight loss of $0.2
million for the quarter."

"On a consolidated basis, net income from continuing operations
was $6.2 million for the quarter, or $0.10 per diluted share,
versus net income from continuing operations of approximately
$11.0 million, or $0.18 per diluted share, in the prior-year
quarter.  Prior-year results benefited from $3.7 million, or $0.06
per diluted share, in one-time gains related to the sale of
Checkers Drive-In Restaurants, Inc. stock and the repurchase of
convertible subordinated notes."

"[Wednes]day, we reported period eight same-store sales in which
Carl's Jr. and Hardee's both showed increases over the prior year.  
We are encouraged by these results but remain focused on our long-
term strategic plan.  We will meet our goals by continuing to
ensure that every aspect of our operations -- from the quality of
our products to the cleanliness of our restaurants -- is made a
priority in our business every day."

CKE Restaurants, Inc., through its subsidiaries, franchisees and
licensees, operates over 3,200 restaurants, including 1,000 Carl's
Jr. restaurants, 2,154 Hardee's restaurants, and 100 La Salsa
Fresh Mexican Grills in 44 states and in 14 countries.

The Company's filings with the SEC are available to investors at
http://www.shareholder.com/cke/investors.cfm


CKE RESTAURANTS: Reports Improved 8 Same-Store Sales for August
---------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR), announced period eight same-
store sales, for the four weeks ended September 8, 2003, for each
of its major brands -- Carl's Jr., Hardee's and La Salsa.

Brand                    Period 8                 Year to Date
                  FY 2004       FY 2003       FY 2004      FY 2003
-----             -------       -------       -------      -------     
Carl's Jr.        +5.6%         -8.1%         +1.4%         +1.2%

Hardee's          +6.5%         -4.1%         -0.7%         -0.8%

La Salsa          -5.8%         -0.8%         -2.5%         +1.4%

Commenting on the Company's performance, Andrew F. Puzder,
President and Chief Executive Officer, said, "Carl's Jr. and
Hardee's posted same-store sales increases this period of 5.6
percent and 6.5 percent, respectively."

"We believe Carl's Jr. has held strong as others in our industry
have struggled to increase sales due in great part to the value
proposition we have established over time at the brand based on
product quality, versus price. Recent product introductions,
including The Western Bacon Six Dollar Burger(TM) and the BBQ
Ranch Charbroiled Chicken Sandwich(TM), the latter of which was
introduced late in the period, support our approach.  Last year's
sales decline was due to comping over the successful introduction
of The Six Dollar Burger(R) in fiscal 2002."

Commenting on the performance at Hardee's, Puzder stated, "This
period, we reported our second successive period of same-store
sales increases at the brand.  Average unit volume for period
eight also increased to the highest level recorded for the
comparable period since 1999.  Although it is still early, it
would appear we may be getting some traction with our new
Thickburger menu.  Advertising support combined with continued
media buzz and positive 'word-of-mouth,' have helped us increase
awareness and trial of the new menu.  The breakfast day-part was
also supported by the popularity of our pork chop breakfast
biscuit, re-introduced in July.  To date, 93 percent of the
Hardee's system has been converted to the new menu."

The Company will report period nine same-store sales, for the four
weeks ending October 6, 2003, on or about October 15.

CKE Restaurants, Inc. (S&P, B Corporate Credit Rating, Negative),
through its subsidiaries, franchisees and licensees, operates over
3,200 restaurants, including 1,000 Carl's Jr. restaurants, 2,181
Hardee's restaurants, and 97 La Salsa Fresh Mexican Grills in 44
states and in 14 countries. For more information, go to
http://www.ckr.com


CONE MILLS: Shareholders Urged to Return Green Proxy Cards
----------------------------------------------------------
The Cone Mills Shareholders' Committee, led by Marc Kozberg, a
director of Cone Mills Corporation (NYSE: COE), urges shareholders
to continue to return their GREEN proxy cards and vote for the
Committee's three director nominees at the shareholders meeting
scheduled for September 25, 2003, despite Cone Mills' announcement
of an offer from WL Ross & Co., to purchase all of the assets of
the Company in a Chapter 11 bankruptcy proceeding.

"We expect the Company to make good on its scheduled date for the
annual meeting. It is more important now than ever for the
shareholders to make their voices heard. We urge shareholders to
vote for our nominees so that we can take immediate actions in
response to the proposed transaction," Kozberg stated.

"We find it particularly disturbing that Cone Mills concluded so
early in the process that it does not expect there to be any
recovery for the Company's shareholders, effectively destroying
any remaining shareholder value in the Company. Why would any
shareholder vote for the Company's nominees, when the current
Board and management has shown that they are willing to accept a
proposed transaction structure that effectively eliminates all
interests of the Company's common shareholders? We believe that it
is time to demand that the Board look after the shareholders'
interests," Kozberg added.

"In addition, we believe that Cone's announcement confirms our
suspicion that WL Ross & Co., which is one of the Company's
largest creditors as well as the owner of one of the Company's
largest competitors, and Cone management are seeking to
consolidate the denim industry at the expense of Cone Mills'
shareholders, its other creditors and employees. We intend to
vigorously oppose the proposed transaction with WL Ross & Co.,
which remains subject to the Board of Directors and bankruptcy
court approval and higher and better offers. We continue to
believe that there are better options available to the Company
than the WL Ross & Co. offer and urge the shareholders to vote for
our slate of directors by returning the GREEN proxy cards so that
these options can be pursued," Kozberg concluded.


CONSECO CAPITAL: Changes Name to 40|86 Advisors, Inc.
-----------------------------------------------------
Conseco Capital Management, Inc., the fixed income investment
management subsidiary of Conseco, Inc. (NYSE: CNO), announced that
effective immediately it is changing its name to 40|86 Advisors,
Inc.

The new name and branding are part of the parent company's
business refocus after emergence from Chapter 11 bankruptcy.

40|86 are the geographic coordinates 40 degrees North latitude, 86
degrees West longitude, the company's location in Indiana. These
geographic roots represent the character traits embraced by the
40|86 team, including being down-to-earth, disciplined, shrewd and
resilient. 40|86 reflects a perspective that values substance over
appearance and favors a unique, pragmatic approach to fixed income
investing.

The company also announced that, effectively immediately, Eric R.
Johnson will serve as president of 40|86 Advisors. Mr. Johnson
joined the firm in 1997 as part of the investment team and most
recently served as a member of the Management Restructuring
Committee for Conseco, Inc., which was headed by Bill Shea who
serves as Conseco's president and CEO. The committee managed the
turnaround and emergence of Conseco, Inc.

"40|86 highlights what's really important: our team, our
philosophy and our clients," said Mr. Johnson. "I am excited to be
part of this team, with a renewed sense of focus and a name that
expresses our personal commitment and pride in the way we approach
our business. We are all excited about 40|86 Advisors, as well as
being part of Conseco's emergence and its focus on building
excellence."

40|86 Advisors is a leading fixed income investment advisor with
over $26 billion in assets under management. In addition to
serving as investment advisor to the Conseco affiliated insurance
companies, 40|86 also serves a wide variety of third-party
institutions including: Taft-Hartley plans, foundations and
endowments, insurance companies, public funds, corporate pensions,
religious organizations, healthcare organizations, educational
institutions, mutual funds and structured products (CBOs and
CLOs).

"This is an exciting time for 40|86 as we refocus on our core
strengths of serving the Conseco affiliated insurance companies
with strong fixed income market expertise and re-establishing our
commitment to third-party institutional clients," said Gregory
Hahn, senior vice president, chief investment officer.

40|86 Advisors has a long-term track record in fixed income
investing based on a team-oriented approach which integrates
research, trading and portfolio management. The bottom-up research
process at 40|86 is the cornerstone of its belief that security
selection is the key to producing superior risk-adjusted returns.

"Our name has changed, but our research team and investment
process remains the same," said Robert Cook, senior vice
president, director of research, at 40|86 Advisors. "Our research
is based on intensive, proprietary analysis that enables us to
uncover a security's true intrinsic value."

The newly renamed 40|86 Strategic Income Fund (formerly Conseco
Strategic Income Fund) received the 2002 Lipper Performance
Achievement Certificate, as it ranked #1 in performance for 2002
in the Lipper closed-end high yield bond fund category
(leveraged).

The company's new Web site is http://www.4086.com  


CONTINENTAL AIRLINES: Promotes Three Officers to SVP Positions
--------------------------------------------------------------
The board of directors of Continental Airlines (NYSE: CAL)
promoted three of its current officers to senior vice president
today:  Rebecca Cox, senior vice president government affairs;
Mark Moran, senior vice president technical operations and
purchasing; and Jennifer Vogel, senior vice president-general
counsel and corporate compliance officer.

"We are fortunate to have these strong executives in our ranks,"
said Gordon Bethune, chairman and chief executive officer.  "Each
has contributed greatly to our success for many years, and they
will ensure that we continue to grow and prosper."

With these appointments, Continental's executive officer group
remains 17 percent below 2001 levels, and its total officer group
is now 21 percent below 2001 levels.

Rebecca Cox, previously vice president government affairs, is
responsible for regulatory and federal governmental matters.  She
joined Continental in 1989 as staff vice president of government
affairs and previously was the assistant to the president and
director of the White House's Office of Public Liaison.  Cox was
also appointed to serve as chairperson of the Interagency
Committee for Women's Business Enterprises, and has served as
assistant secretary for Government Affairs at the U.S. Department
of Transportation. She holds a bachelor of arts from Depauw
University and a Juris Doctorate from the Columbus School of Law
at Catholic University, Washington, D.C.

Cox reports to Jeff Smisek, Continental's executive vice
president.  Nancy Van Duyne, staff vice president congressional
affairs and Hershel Kamen, staff vice president government affairs
will continue to report to Cox.

Mark Moran, previously Continental's vice-president of technical
operations and purchasing, is responsible for the airline's
aircraft maintenance, purchasing, and technical services, planning
and training departments.  He has held various positions within
Continental since joining the company in 1994.  Prior to joining
Continental, Moran was director of engineering at USAir and
previously held positions at The Boeing Company and Piedmont
Airlines.  Moran graduated with a bachelor's in engineering from
Marquette University.

Moran reports to Continental's President and Chief Operating
Officer Larry Kellner.  Katrina Manning, staff vice president
purchasing and material services and Ken Burtt, staff vice
president technical services will continue to report to Moran.

Jennifer Vogel, previously vice president, general counsel and
corporate compliance officer, is responsible for managing
Continental's legal affairs and corporate compliance, and reports
to Smisek.  She also serves as corporate secretary.  Vogel joined
the company in Sept. 1995 as vice president-legal and assistant
secretary and was named general counsel in May 2001.  She
previously served as an attorney at Vinson & Elkins L.L.P in the
Corporate Finance and Securities department.  Vogel received a
Juris Doctorate from the University of Texas and bachelor of
business administration from the University of Iowa.

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

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

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

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


CONTINENTAL AIRLINES: Elects Henry Meyer III to Company's Board
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) (S&P, B Corporate Credit Rating,
Negative) announced that Henry L. Meyer III, chairman, president
and chief executive officer of KeyCorp, has been elected to the
airline's board of directors.

Meyer has served as chairman of Cleveland-based KeyCorp, one of
the nation's largest bank-based financial services companies with
assets of approximately $85 billion, since May 2001.  He was named
chief executive officer in February 2001 and president in May
1997.  KeyCorp is ranked 285 in the 2003 Fortune 500 with more
than $6 billion in annual revenues.

Meyer will replace former director Donald L. Sturm, who resigned
from the board this month after 10 years as a Continental
director.  Sturm is chairman and chief executive officer of the
Sturm Group, Inc.

"We are fortunate to have someone of Henry's caliber and
experience to join our board," said Gordon Bethune, Continental
Airlines chairman and chief executive officer.  "We appreciate
Don's many contributions over the years and wish him all the
best."

Meyer, who holds an MBA from Harvard University, is currently a
director of Lincoln Electric Holdings, Inc.  In addition, he
serves on several civic and cultural boards in the greater
Cleveland area, and is immediate past chairman of the board of the
University Hospitals Health System, Inc. and University Hospitals
of Cleveland.

Continental Airlines is the world's seventh-largest airline and
has more than 2,200 daily departures. With 130 domestic and 95
international destinations, Continental has the broadest global
route network of any U.S. airline, including extensive service
throughout the Americas, Europe and Asia.  


COVANTA ENERGY: Posts Overview of Joint Reorganization Plan
-----------------------------------------------------------
Covanta Energy Corporation and 81 of its debtor affiliates -- the
Reorganizing Debtors -- and AMOR 14 Corporation, Covanta SIGC
Energy, Inc., Covanta SIGC Energy II, Inc., Heber Field Company,
Heber Geothermal Company and Second Imperial Geothermal Company,
L.P. -- the Heber Debtors -- presented to Judge Blackshear their
Joint Plan of Reorganization on September 8, 2003.  

A full-text copy of the Reorganization Plan is available for free
at the Securities and Exchange Commission at:

http://www.sec.gov/Archives/edgar/data/73902/000090342303000754/cov8k-ex21_0909.txt

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

http://www.sec.gov/Archives/edgar/data/73902/000090342303000754/cov8kex2-3_0909.txt

The Reorganization Plan generally provides for:

A. Exit Financing

   (a) On the Effective Date, the Reorganized Debtors will enter
       into certain exit financing agreements and effect all
       transactions and take any actions provided for in or
       contemplated by the Exit Financing Agreements, including
       the payment of all fees and other amounts contemplated by
       the Exit Financing Agreements.

   (b) All Cash necessary for the Reorganized Debtors to make
       payments pursuant to the Reorganization Plan will be
       obtained from the Reorganized Debtors' cash balances and
       operations and borrowings under the Exit Financing
       Agreements.

B. Implementation of the Geothermal Sale

   The implementation of the Reorganization Plan is predicated
   on the Court's approval of the Geothermal Sale, and its
   consummation.  The terms and conditions of the Geothermal Sale
   are incorporated and will be deemed included as part of the
   Reorganization Plan for all purposes, including, without
   limitation, Section 1146 of the Bankruptcy Code.

C. Authorization of Common Stock, Reorganization Plan Notes and
   Reorganized Heber Equity Interests

   On the Effective Date, Reorganized Covanta will issue the
   Reorganized Covanta Common Stock, the Reorganization Plan
   Warrants and the Reorganization Plan Notes; and Reorganized
   Covanta Power International Holdings, Inc. will issue the
   Reorganized CPIH Preferred Stock and the New CPIH Funded Debt,  
   in each case as provided under the Reorganization Plan without
   the need for any further corporate action.  In addition, the
   Reorganized Heber Debtors will issue, as applicable, the
   Reorganized Heber Equity Interests, in each case as provided
   under the Reorganization Plan without the need for further
   corporate action.

D. Formation of the Employee Stock Ownership Plan

   On the Effective Date, subject to the terms and conditions of
   the ESOP Plan Document, Reorganized Covanta will establish an
   ESOP on behalf of its employees, which will become the owner
   of 100% of the Reorganized Covanta Common Stock.

E. Board of Directors and Executive Officers

   (a) The identity of each of the nominees to serve on the Board
       of Directors of Reorganized Covanta will be announced
       30 days prior to the Confirmation Hearing.  In accordance
       with Section 1129(a)(5) of the Bankruptcy Code, the
       Reorganizing Debtors will disclose:

       (1) the identity and affiliations of any individual
           proposed to serve, after the Effective Date, as a
           director or officer of the Reorganized Debtors, and

       (2) the identity of any "insider" who will be employed and
           retained by the Reorganized Debtors and the nature of
           any compensation for the insider.

   (b) The officers of the Reorganizing Debtors and the directors
       of the Reorganizing Debtors other than Covanta that are in
       office immediately before the Effective Date will continue
       to serve immediately after the Effective Date in their own
       capacities.

   (c) The officers and directors of the Heber Debtors that are
       in office immediately before the Effective Date will
       resign as of the Effective Date.  The Buyers under the
       Geothermal Sale will designate and appoint the new
       officers and directors of the Reorganized Heber Debtors.

F. Deemed Consolidation of the Debtors for Plan Purposes Only

   Subject to the occurrence of the Effective Date, the
   Reorganizing Debtors and Heber Debtors will be deemed
   consolidated solely for these purposes under the
   Reorganization Plan:

   (1) With respect to Class 11 Claims, no Distributions will be
       made under the Reorganization Plan on account of Equity
       Interests in Subsidiary Debtors; and

   (2) In some instances, Claims against more than one
       Reorganizing Debtor and the Heber Debtors have been
       grouped together into a single Class of Claims for voting
       and distribution purposes.

   However, the consolidation will not affect:

   (1) the legal and organizational structure of the Reorganized
       Debtors and the Heber Debtors;

   (2) the ownership interest of any Reorganizing Debtor in any
       Subsidiary Debtor, and

   (3) the guarantees, liens and security interests that are
       required to be maintained:

       -- in connection with executory contracts or unexpired
          leases that were entered into during the Chapter 11
          Cases or that have been or will be assumed, or

       -- pursuant to the Reorganization Plan or the instruments
          and documents issued, including the Exit Financing
          Agreements.

G. Continued Corporate Existence; Vesting of Assets in the
   Reorganized Debtors and the Reorganized Heber Debtors and
   Corporate Restructuring

   (a) Each of the Reorganizing Debtors and the Heber Debtors
       will continue to exist after the Effective Date as a
       separate legal entity, with all powers of a corporation,
       limited liability company or general or limited
       partnership, as the case may be, under the laws of their
       states of incorporation or organization and without
       prejudice to any right to alter or terminate the existence
       under the applicable state law.

   (b) The Reorganized Debtors and the Heber Debtors will be
       revested with their assets, subject to the Liens granted
       under the applicable Exit Financing Agreements.

   (c) On the Effective Date, the Reorganized Debtors will
       undertake a corporate restructuring pursuant to which all
       the Reorganized Debtors that own or operate businesses
       located outside the United States will become direct or
       indirect subsidiaries of Covanta Power International
       Holdings, Inc.

   (d) On the second business day before the Effective Date,
       the Heber Debtors that are stock corporations will be
       authorized to convert into limited liability companies.

H. Employee Benefits

   Generally, the Reorganizing Debtors intend to maintain
   existing employee benefit plans, subject to the Reorganizing
   Debtors or the Reorganized Debtors' rights to amend, terminate
   or modify those plans at any time as permitted by the plans or
   applicable non-bankruptcy law.

G. Funding the Operating Reserve

   On the Effective Date, the Reorganizing Debtors will fund
   Operating Reserve to the extent of the Operating Reserve
   Deficiency Amount, if any, by transferring the Operating
   Reserve Deficiency Amount to the Operating Reserve.

H. Management Incentive Payment

   On the Effective Date, the management of the Reorganizing
   Debtors will be entitled to receive an incentive bonus equal
   to 2 1/2% of the Free Cash, if any, in excess of Distributable
   Cash.

The proponents of the Joint Reorganization Plan are:

   Reorganizing Debtors                              Case Number
   --------------------                              -----------
   Covanta Acquisition, Inc.                          02-40861
   Covanta Alexandria/Arlington, Inc.                 02-40929
   Covanta Babylon, Inc.                              02-40928
   Covanta Bessemer, Inc.                             02-40862
   Covanta Bristol, Inc.                              02-40930
   Covanta Cunningham Environmental Support Services  02-40863
   Covanta Energy Americas, Inc.                      02-40881
   Covanta Energy Construction, Inc.                  02-40870
   Covanta Energy Corporation                         02-40841
   Covanta Energy Group, Inc.                         03-13707
   Covanta Energy International, Inc.                 03-13706
   Covanta Energy Resource Corp.                      02-40915
   Covanta Energy Services of New Jersey, Inc.        02-40900
   Covanta Energy Services, Inc.                      02-40899
   Covanta Energy West, Inc.                          02-40871
   Covanta Engineering Services, Inc.                 02-40898
   Covanta Fairfax, Inc.                              02-40931
   Covanta Geothermal Operations Holdings, Inc.       02-40873
   Covanta Geothermal Operations, Inc.                02-40872
   Covanta Heber Field Energy, Inc.                   02-40893
   Covanta Hennepin Energy Resource Co., L.P.         02-40906
   Covanta Hillsborough, Inc.                         02-40932
   Covanta Honolulu Resource Recovery Venture         02-40905
   Covanta Huntington Limited Partnership             02-40916
   Covanta Huntington Resource Recovery One Corp.     02-40919
   Covanta Huntington Resource Recovery Seven Corp.   02-40920
   Covanta Huntsville, Inc.                           02-40933
   Covanta Hydro Energy, Inc.                         02-40894
   Covanta Hydro Operations West, Inc.                02-40875
   Covanta Hydro Operations, Inc.                     02-40874
   Covanta Imperial Power Services, Inc.              02-40876
   Covanta Indianapolis, Inc.                         02-40934
   Covanta Kent, Inc.                                 02-40935
   Covanta Lake, Inc.                                 02-40936
   Covanta Lancaster, Inc.                            02-40937
   Covanta Lee, Inc.                                  02-40938
   Covanta Long Island, Inc.                          02-40917
   Covanta Marion Land Corp.                          02-40940
   Covanta Marion, Inc.                               02-40939
   Covanta Mid-Conn, Inc.                             02-40911
   Covanta Montgomery, Inc.                           02-40941
   Covanta New Martinsville Hydro-Operations Corp.    02-40877
   Covanta Oahu Waste Energy Recovery, Inc.           02-40912
   Covanta Onondaga Five Corp.                        02-40926
   Covanta Onondaga Four Corp.                        02-40925
   Covanta Onondaga Limited Partnership               02-40921
   Covanta Onondaga Operations, Inc.                  02-40927
   Covanta Onondaga Three Corp.                       02-40924
   Covanta Onondaga Two Corp.                         02-40923
   Covanta Onondaga, Inc.                             02-40922
   Covanta Operations of Union, LLC                   02-40909
   Covanta OPW Associates, Inc.                       02-40908
   Covanta OPWH, Inc.                                 02-40907
   Covanta Pasco, Inc.                                02-40943
   Covanta Power Equity Corp.                         02-40895
   Covanta Power International Holdings, Inc.         03-13708
   Covanta Projects, Inc.                             03-13709
   Covanta Projects of Hawaii, Inc.                   02-40913
   Covanta Projects of Wallingford, L.P.              02-40903
   Covanta RRS Holdings, Inc.                         02-40910
   Covanta Secure Services, Inc.                      02-40901
   Covanta SIGC Geothermal Operations, Inc.           02-40883
   Covanta Stanislaus, Inc.                           02-40944
   Covanta Systems, Inc.                              02-40948
   Covanta Tampa Bay, Inc.                            02-40865
   Covanta Tulsa, Inc.                                02-40945
   Covanta Union, Inc.                                02-40946
   Covanta Wallingford Associates, Inc.               02-40914
   Covanta Warren Energy Resource Co., L.P.           02-40904
   Covanta Waste to Energy of Italy, Inc.             02-40902
   Covanta Waste to Energy, Inc.                      02-40949
   Covanta Water Holdings, Inc.                       02-40866
   Covanta Water Systems, Inc.                        02-40867
   Covanta Water Treatment Services, Inc.             02-40868
   DSS Environmental, Inc.                            02-40869
   ERC Energy II, Inc.                                02-40890
   ERC Energy, Inc.                                   02-40891
   Heber Field Energy II, Inc.                        02-40892
   Heber Loan Partners                                02-40889
   OPI Quezon, Inc.                                   02-40860
   Three Mountain Operations, Inc.                    02-40879
   Three Mountain Power, LLC                          02-40880

   Reorganizing Heber Debtors                        Case Number
   --------------------------                        -----------
   AMOR 14 Corporation                                02-40886
   Covanta SIGC Energy, Inc.                          02-40885
   Covanta SIGC Energy II, Inc.                       02-40884
   Heber Field Company                                02-40888
   Heber Geothermal Company                           02-40887
   Second Imperial Geothermal Co., L.P.               02-40882
(Covanta Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CREDIT SUISSE: Fitch Affirms CCC Rating on Class I Certificates
---------------------------------------------------------------
Fitch Ratings affirms the following classes of Credit Suisse First
Boston Mortgage Securities Corp.'s commercial mortgage pass-
through certificates, series 1998-C1:

        -- $214 million class A-1A 'AAA';

        -- $1.1 billion class A-1B 'AAA';

        -- $262 million class A-2MF 'AAA';

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

        -- $136.6 million class B 'AA';

        -- $136.6 million class C 'A';

        -- $136.5 million class D 'BBB';

        -- $37.3 million class E 'BBB-';

        -- $24.8 million class I 'CCC'.

Fitch does not rate the $142.7 million class F, $18.7 million
class G, $49.6 million class H or the $38.9 million class J.

The rating affirmations are the result of the relatively stable
performance and minimal paydown in the pool balance. ORIX Capital
Markets, LLC, the master servicer, collected year-end 2002
financial statements for approximately 90% of the pool, excluding
the credit tenant lease loans that are not required to report
financials. The YE 2002 weighted average debt service coverage
ratio is 1.65 times, stable from a 1.68x at issuance.

Four of the loans have been assigned an individual credit
assessment by Fitch: the Combined Properties Portfolio, Eden's and
Avant loan, Ritz-Carlton - Cancun and 45 Wall Street. Performance
has improved for the Combined Properties and the 45 Wall Street
loans and remains stable for the Eden's and Avant loan. However
the performance of the Ritz Carlton - Cancun has declined since
issuance. The Ritz Carlton experienced a decrease in operating
performance for trailing twelve month ended March 31, 2003. The
Fitch stressed DSCR for TTM March 2003 is 1.18x, compared to 1.61x
at issuance. Fitch will continue to monitor this property for any
other changes in performance.

Of concern to Fitch is the number of specially serviced loans in
the transaction. There are currently 23 loans (8.8%) of the pool
being specially serviced. Of the 23 loans, five (1.3%) are real
estate owned properties.

Losses are expected on a number of the specially serviced loans
and appraisal subordinate entitlement reduction adjustments have
already been made for many of these loans.

Fitch took into account the specially serviced loans and other
under-performing loans in its analysis. The credit enhancement
that resulted from remodeling the pool was adequate to support the
rating affirmations. However, should losses be greater than
anticipated to the unrated class J, the rating for the lowest
Fitch rated class I may need to be re-analyzed.


CWMBS INC: Fitch Takes Various Rating Actions on 8 Transactions
---------------------------------------------------------------
Fitch Ratings has upgraded twelve, affirmed 31, and placed on
Rating Watch Negative four classes of CWMBS, Inc. residential
mortgage-backed certificates, as follows: CWMBS (Countrywide Home
Loans, Inc.), mortgage pass-through certificates, series 1998-20

        -- Class A affirmed at 'AAA';

        -- Class M affirmed at 'AAA';

        -- Class B1 affirmed at 'AA+';

        -- Class B2 affirmed at 'AA-';

        -- Class B3 affirmed at 'A';

        -- Class B4 affirmed at 'B'.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 1999-6

        -- Class A affirmed at 'AAA';

        -- Class M upgraded to 'AAA' from 'AA';

        -- Class B1 upgraded to 'AA' from 'A';

        -- Class B2 affirmed at 'BBB';

        -- Class B3 affirmed at 'BB';

        -- Class B4 affirmed at 'B'.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-1 (Alt 2001-1)

        -- Class A affirmed at 'AAA';

        -- Class M upgraded to 'AAA' from 'AA';

        -- Class B1 upgraded to 'AAA' from 'A';

        -- Class B2 upgraded to 'BBB+' from 'BBB';

        -- Class B3 affirmed at 'BB';

        -- Class B4, rated 'B,' placed on Rating Watch Negative.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-6

        -- Class A affirmed at 'AAA';

        -- Class M affirmed at 'AAA';

        -- Class B1 affirmed at 'AAA';

        -- Class B2 affirmed at 'A';

        -- Class B3 affirmed at 'BB';

        -- Class B4 affirmed at 'B'.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-8 (Alt 2001-5)

        -- Class A affirmed at 'AAA';

        -- Class M upgraded to 'AAA' from 'AA';

        -- Class B1 upgraded to 'A+' from 'A';

        -- Class B2 affirmed at 'BBB';

        -- Class B3, rated 'BB,' remains on Rating Watch Negative;

        -- Class B4 affirmed at 'CC'.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-15

        -- Class A affirmed at 'AAA';

        -- Class M upgraded to 'AAA' from 'AA';

        -- Class B1 upgraded to 'AA' from 'A';

        -- Class B2 upgraded to 'A-' from 'BBB';

        -- Class B3 affirmed at 'BB';

        -- Class B4, rated 'B,' placed on Rating Watch Negative.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-18 (Alt 2001-9)

        -- Class A affirmed at 'AAA';

        -- Class M upgraded to 'AAA' from 'AA';

        -- Class B1 upgraded to 'AA' from 'A';

        -- Class B2 affirmed at 'BBB';

        -- Class B3 affirmed at 'BB';

        -- Class B4, rated 'B,' placed on Rating Watch Negative.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-26 (Alt 2001-11)
        
        -- Class A affirmed at 'AAA';

        -- Class M affirmed at 'AA';

        -- Class B1 affirmed at 'A';

        -- Class B2 affirmed at 'BBB';

        -- Class B3 affirmed at 'BB';

        -- Class B4, rated 'B,' placed on Rating Watch Negative.

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

The bonds placed on Rating Watch Negative were the result of the
level of losses incurred and the high delinquencies in relation to
the applicable credit support levels as of the August 2003
distribution date.


DOLE FOOD COMPANY: Further Reduces Debt Levels by $167 Million
--------------------------------------------------------------
In advance of scheduled meetings with its bondholders and bond
analysts, Dole Food Company, Inc., announced that, as of Friday,
September 12, 2003, the debt levels for the Revolver, Term A and
Term B loans under the Company's Senior Secured Credit Facility
were $6 million, $116 million and $170 million, respectively, for
a total outstanding of $292 million.

This represents a reduction of $167 million from the $459 million
total amount outstanding under this Facility on June 14, 2003, the
second fiscal quarter end, as reported on Dole's Form 10-Q for the
second quarter of 2003. At the second quarter end, the amounts
outstanding under the Revolver, Term A and Term B loans were $40
million, $126 million and $293 million, respectively.

At the time of the Company's going private merger transaction on
March 28, 2003, the Senior Secured Credit Facility had a total
amount outstanding of $935 million. During the second quarter of
2003, Dole repaid $476 million of principal under the Facility
from the proceeds of a $400 million additional senior notes
offering of May 29, 2003 and other repayments by Dole. Excluding
the proceeds from the additional senior notes offering, Dole has
repaid $243 million of principal under the Senior Secured Credit
Facility from March 28, 2003 through September 12, 2003. This
total exceeds by $235.8 million the $7.2 million of principal that
was required to be repaid during this time period under the terms
of the Facility.

The Company does not anticipate that these accelerated rates of
repayment will continue in the fourth quarter of fiscal year 2003,
owing largely to seasonality factors. The ability of the Company
to make accelerated repayments under the Facility during fiscal
year 2004 and beyond will depend on a variety of factors, some of
which are addressed in the "Risk Factors" section of the Company's
Annual Report on Form 10-K for fiscal year 2002. Accordingly, the
Company expresses no view at this time concerning accelerated
repayments under the Facility during fiscal year 2004 and beyond.
The Company continues to utilize the Revolver portion of the
Facility as originally designed.

Dole Food Company, Inc. (S&P, BB Corporate Credit and BB+ Senior
Secured Ratings, Negative), with 2002 revenues of $4.4 billion, is
the world's largest producer and marketer of high-quality fresh
fruit, fresh vegetables and fresh-cut flowers, markets a growing
line of packaged foods and is a produce industry leader in
nutrition education and research.


DRS TECH.: Weaker Fin'l Profile Spurs S&P to Affirm BB- Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on DRS Technologies Inc.

The ratings were removed from CreditWatch, where they had been
placed on Aug. 19, 2003. The outlook is stable. Rated debt is
currently $212 million.

At the same time, Standard & Poor's assigned its 'BB-' rating to
the company's proposed $512 million secured bank credit facility
and its 'B' rating to the proposed $200 million senior
subordinated notes due 2013. The proceeds from the new credit
facility and the new notes will be used to repay DRS' existing
$212 million bank loan and to finance a portion of the $548
million acquisition of Integrated Defense Technologies Inc.,
including repaying $175 million of net debt at IDT. The remainder
of the purchase consideration will consist of DRS stock and cash
on hand.

"The affirmation reflects a weaker, but still appropriate for the
rating, financial profile of DRS due to the additional debt taken
on for the IDT acquisition, offset somewhat by improved product
and customer diversification," said Standard & Poor's credit
analyst Christopher DeNicolo. The acquisition will improve DRS'
product and program diversity, as well as expand its business with
the U.S. Air Force and the intelligence community. Revenues for
the combined company are expected to be around $1.2 billion in
fiscal 2005 (ending March 30, 2005). The transaction is subject to
regulatory and IDT shareholder approval and is expected to close
by the end of 2003.

The incremental debt used to finance the acquisition will result
in a moderately weaker financial profile. Debt to capital will
increase to around 55% from under 40% in 2003 and debt to EBITDA
will increase to slightly above 4x in 2004 from 3x. Operating
margins are expected to improve slightly due to better
profitability at IDT, further enhanced by cost savings due to the
merger. Funds from operations to debt will also decline, to the
15% to 20% range from over 30% in 2003. Still, overall credit
protection measures should be appropriate for current ratings. DRS
is expected to use its free cash flow to pay down debt and is
unlikely to make any significant acquisition in the near term.

Parsippany, New Jersey-based DRS is a supplier of defense
electronics products and systems, providing naval combat display
workstations, thermal imaging devices, electronic sensor systems,
mission recorders, and deployable flight incident recorders. IDT
also focuses on defense electronics, addressing niche markets for
electronic test equipment, warfare simulators, communications
monitoring, and specialty radars. IDT recently won a contract,
teamed with Cubic Defense Applications, to supply aerial combat
training equipment for U.S. Air Force, Navy, and Marine aircraft
worth a total $535 million (70% of which will go to IDT), the
largest in the company's history. The business environment for
military contractors is currently favorable due to increases in
spending for both the military and homeland security, especially
the defense electronics products DRS and IDT produce.

Improved program diversity and the favorable environment for
defense spending is expected to enable DRS to maintain a credit
profile appropriate for credit ratings, offsetting the increased
debt from the IDT acquisition.


DVI INC: Court Extends Bid Process Until October 3, 2003
--------------------------------------------------------
DVI, Inc. (OTC:DVIXQ) announced that the U.S. Bankruptcy Court for
the District of Delaware approved the extension of the bid
process, which was set to close on September 18, 2003, to October
3, 2003.

The Court also approved the extension of the auction to October 8,
2003 and the extension of the sale hearing to October 15, 2003. In
order to facilitate the extensions, the Court approved two
additional weeks of use of cash collateral, as well as an increase
in the interim financing.

The Company said that the extensions will give potential
purchasers additional time to evaluate the Company's assets and
should, ultimately, lead to higher purchase offers.

The Company also filed a motion for approval of an additional
debtor-in-possession facility of up to $148 million to be provided
by Goldman Sachs Credit Partners L.P. and Abelco Finance LLC. This
financing, which would replace the Company's previously arranged
$20 million DIP facility from Abelco, includes $20 million
committed to providing advances to its asset-backed securitization
subsidiaries. The Company said that the U.S. Bankruptcy Court for
the District of Delaware will consider the motion to enter into
the new DIP facility at a hearing on September 25, 2003.

All major constituencies joined to ask the Court for an overall
plan for the case.

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

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

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


E-SIM LTD: July 31 Net Capital Deficit Widens to $6 Million
-----------------------------------------------------------
e-SIM Ltd. (OTCBB: ESIM.OB), a leading provider of MMI solutions
for electronic products, announced its financial results for the
second quarter, ended July 31, 2003.

Revenues for the second quarter were $1,306,839, compared with the
revenues for the previous quarter of $1,160,886, an increase of
12.5%. The second quarter of 2002 saw revenues of $1,524,032,
16.6% more than Q2 of 2003. Combined revenues for the first two
quarters of 2003 were $2,467,725, compared to $2,604,828 for the
first two quarters of 2002, a decrease of 5.2%.

Gross profit for the current quarter was $821,811 as compared to
$712,370 for Q1 of this year, representing an increase of 15.3%.
In Q2 of 2002 gross profit was $1,058,645, or 28.8% higher than Q2
2003. Gross profit for the six months ending July 31, 2003 was
$1,534,181 as compared to $1,738,714 for the six months ending
July 31, 2002, a decrease of 11.8%.

Net loss for the quarter was $595,363 or $0.05 a share, compared
with the previous quarter's net loss of $831,763 or $0.07 per
share, a decrease of 28.4%. The comparable quarter in 2002 saw a
net loss of $486,557 or $0.04 per share, an increase of 22.3% in
Q2 2003.

Operating expenses for Q2 2003 were $1,370,511 as compared to
$1,402,294 for the preceding quarter, a decrease of 2.3%. In Q2 of
2002, they were $1,564,794, representing a decrease of 12.4% from
that period.

The company's backlog of orders is $2,437,704.

e-SIM Ltd.'s July 31, 2003 balance sheet shows a working capital
deficit of about $6 million, and a total shareholders' equity
deficit of about $6.3 million.

Founded in 1990, e-SIM Ltd. -- http://www.e-sim.com-- is a major  
provider of MMI (Man-Machine Interface) solutions for wireless and
electronic products. e-SIM's MMI solutions are used by a wide
range of wireless and electronic consumer goods manufacturers as
well as by makers of aerospace and military equipment. e-SIM's
RapidPLUS(TM) line of software products enables product designers
and engineers to expedite the concept-to-market life cycle of
products by easily creating simulated computer prototypes that are
fully functional, and generating code from them to be used in the
actual product. The RapidPLUS(TM) solution enables smooth
development of wireless and electronic products and brings them to
market faster with lower development costs.

e-SIM's proprietary technology enables the creation and
distribution of electronic LiveManuals, which are "virtual
products" that look and behave like real products, over the
Internet.


ELAN CORP: Posts Negative EBITDA of $24 Million for 2nd Quarter
---------------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) announced its second quarter
2003 financial results and provided an update on the progress of
its product development activities and on its recovery plan.

As previously announced on September 4, 2003, Elan filed with the
Securities and Exchange Commission its 2002 Annual Report on Form
20-F which included a restatement of its 2001 U.S. GAAP financial
results to consolidate Elan Pharmaceutical Investments III, Ltd.,
and an adjustment to its previously reported unaudited U.S. GAAP
financial information to consolidate Shelly Bay Holdings Ltd. and
to reflect certain other adjustments.

Commenting on the results and recovery plan Kelly Martin, Elan's
President and Chief Executive Officer, said "Elan's second quarter
results are characterized by solid progress with our operating
plan, including asset divestitures, cost reductions, and debt
reduction. We remain focused on executing our plans of improving
and simplifying Elan's financial position, reducing historical
legal and regulatory issues, investing in our exciting pipeline of
products, and building world class operations aligned with our
therapeutic focus areas of neurology, severe pain and autoimmune
diseases. Our science continues to be the driver for our discovery
and development programs providing the inspiration for the
employees of Elan who have worked tirelessly to bring important
products to patients".

             Second Quarter 2003 Financial Highlights

-- Total revenue of $245.5 million compared to $451.6 million in
   the second quarter of 2002, a decrease of 46%.

-- Revenue from retained products (excluding Zanaflex(TM) revenue
   of $0.2 million in the second quarter of 2003 and $64.1 million
   in the second quarter of 2002) of $148.4 million compared to
   $138.4 million in the second quarter of 2002, an increase of
   7%.

-- Negative EBITDA of $23.9 million (before including net gains on
   disposal of businesses and recovery plan related charges of
   $40.8 million) for the second quarter of 2003 compared to
   positive EBITDA of $54.5 million in the second quarter of 2002
   (before charging recovery plan related charges of $235.4
   million).

-- Net gain of $244.0 million recorded on disposal of non-core
   businesses (mainly primary care franchise) before charging
   $196.4 million related to purchase of related royalty rights
   from Pharma Operating Ltd., a wholly owned subsidiary of Pharma  
   Marketing Ltd.

-- Net income of $17.3 million ($0.05 earnings per diluted share)
   compared to net loss of $719.7 million ($2.06 loss per diluted
   share) in the second quarter of 2002.

-- Cash and cash equivalents at June 30, 2003 of $973.0 million
   (including $7.1 million in restricted cash held by EPIL III)
   compared to $1,013.9 million (including $8.9 million in
   restricted cash held by EPIL III) at December 31, 2002.

                           R&D Update

-- An Investigational New Drug application was filed with the U.S.
   Food and Drug Administration in August for the study of a
   monoclonal antibody as part of the Alzheimer's immunotherapy
   program. The antibody is being developed in close collaboration
   with Wyeth and is directed against A-beta amyloid and is
   intended for the treatment of mild to moderate Alzheimer's
   disease. The FDA has 30 days to comment on the submission after
   which, if the agency does not raise any major concerns, a phase
   I clinical trial can be initiated in the fourth quarter of this
   year.

-- In July, Elan together with Biogen, Inc. announced that the
   Crohn's disease (induction) trial of Antegren(TM) (natalizumab)
   did not meet the primary outcome measure at week 10. However, a
   statistically significant difference was observed at week 12.
   The data clearly showed biological activity similar to that
   seen in the Phase II study published in the New England Journal
   of Medicine earlier this year.

-- The Antegren data from the Crohn's disease (induction) trial
   will be presented in October at the American College of
   Gastroenterology 2003 Congress in Baltimore, Maryland and in
   November at the United European Gastroenterology Week 2003
   Congress in Madrid, Spain.

-- Elan received approval from the FDA in August 2003 to market
   two new lower dosage strengths, 25 mg and 50 mg, of
   Zonegran(TM) (zonisamide) in addition to the original 100 mg
   capsule already available as adjunctive therapy for the
   treatment of partial seizures in adults with epilepsy. With the
   availability of the 25 mg and 50 mg strengths expected in the
   fourth quarter of this year, physicians now have the benefit of
   more flexible dosing options to better manage patients and
   achieve effective seizure control. The new lower dosage
   strengths will be manufactured by Elan at its facility in
   Athlone, Ireland. A European Marketing Authorization
   Application filing for Zonegran for use as adjunctive therapy
   in partial seizures is anticipated prior to the end of 2003.

-- Elan filed an MAA for Prialt(TM) for treatment of severe
   chronic pain in May 2003. The EMEA has accepted the file for
   review. Elan expects to file with the FDA a New Drug
   Application for Prialt in the first quarter of 2004.

              Revenue from Retained Products

Revenue from retained products (excluding Zanaflex revenue of $0.2
million in the second quarter of 2003 and $64.1 million in the
second quarter of 2002) was $148.4 million in the second quarter
of 2003 compared to $138.4 million in the second quarter of 2002,
an increase of 7%, reflecting the growth in prescriptions and
demand for those retained products, wholesaler inventories
adjustments and improvements in supply conditions.

Sales of Maxipime(TM) and Azactam(TM) in the second quarter of
2003 were $33.9 million, a decrease of 8% over the comparable
period in 2002, reflecting adjustments to wholesaler inventories.
Maxipime audited sales volumes for the second quarter of 2003
increased by 9.2% compared to the same period in 2002. Azactam
audited sales volumes for the second quarter of 2003 increased by
10% compared to the same period in 2002.

Zonegran prescription demand remained strong for the second
quarter of 2003 and increased by 41.4% over the second quarter of
2002. Zonegran showed a strong sales performance for the second
quarter of 2003, recording revenue of $26.6 million, an increase
of 55% compared to the same period in 2002. The recently approved
25 mg and 50 mg capsules of Zonegran are expected to be launched
in the fourth quarter of this year.

Product revenue for the pain portfolio was also strong showing an
increase of 34% to $18.2 million in the second quarter of 2003
from $13.6 million in the second quarter of 2002. Historical
supply issues that had hindered growth have mostly been resolved
and a more favourable supply situation is expected for the
remainder of 2003.

                  Revenue from Divested Products

In June 2003, Elan completed the sale of its primary care
franchise (principally its rights to Sonata(TM)(zaleplon) and
Skelaxin(TM)(metaxalone), related inventory and rights to enhanced
formulations of these products) to King Pharmaceuticals, Inc. The
transaction resulted in a net pre-tax gain of approximately $243.6
million, before taking account of a $196.4 million charge related
to the purchase of royalty rights attaching to Sonata and Prialt
from Pharma Operating. During the second quarter of 2003,
aggregate product revenue from Skelaxin and Sonata was $59.9
million compared to $66.8 million in the second quarter of 2002.

Revenue from divested products in the second quarter of 2003
includes $8.5 million of amortised revenue related to the
partnering of rights to Elan's generic form of Adalat CC and the
restructuring of Elan's Avinza license agreement with Ligand
Pharmaceuticals, Inc., which occurred in 2002. The remaining
unamortized revenue on these products of $120.2 million will be
recognised as revenue over the next four years reflecting Elan's
ongoing involvement in the manufacture of these products.

                          Autoimmune

During the third quarter of 2002, Elan acquired all royalty rights
held by Autoimmune Research and Development Corp. Ltd. and the
arrangement was terminated. Consequently, no co-promotion revenue
was received from Autoimmune during the second quarter of 2003
compared to $15.0 million in the second quarter of 2002.

                       Contract Revenue

Contract revenue in the second quarter of 2003 was $28.4 million
compared to $81.8 million in the same period of 2002, a decrease
of 65%.

The amortization of fees amounted to $8.5 million in the second
quarter of 2003 compared to $49.5 million in the second quarter of
2002. Of the $8.5 million in amortized fees in the second quarter
of 2003, $4.4 million related to business ventures. In the second
quarter of 2002, $46.5 million of the $49.5 million related to the
business ventures. As part of the recovery plan outlined on July
31, 2002, Elan completed a review of its business venture program
and, as a result, Elan is terminating and restructuring most of
its business ventures. Of a total of 55 active business ventures
in July 2002, 37 have been terminated or restructured to date. The
reduction in amortized fees during the second quarter of 2003
arose primarily from the restructuring and termination of business
ventures, which started in 2002.

No revenue was received under the arrangement with Autoimmune
during the second quarter of 2003. Research revenue of $14.5
million was received from Autoimmune in the second quarter of
2002. No further research revenue will be received from
Autoimmune.

                         Gross Profit

The gross profit margin on product revenue was 57% in the second
quarter of 2003 compared to 58% in the first quarter of 2003 and
67% in the second quarter of 2002. The reduction in the gross
margin in 2003 reflects the change in the mix of product revenues.
In particular, there was no revenue from Autoimmune in the second
quarter of 2003 and revenue from Zanaflex was only $0.2 million
compared to $64.1 million in the comparable period of 2002. In
addition, during the second quarter of 2003, royalties paid to
Pharma Marketing in respect of sales of Sonata, Zanaflex,
Frova(TM) and Zonegran of $20.6 million were included in cost of
sales compared to $15.8 million in the second quarter of 2002, and
$11.9 million in the first quarter of 2003.

                       Operating Expenses

Research and development expenses were $80.9 million in the second
quarter of 2003 compared to $96.5 million in the second quarter of
2002 and $86.5 million in the first quarter of 2003. This
reduction reflects the refocusing of research and development
efforts on key programs, which attracted increased investment,
compensated for by reduced investment in non-core programs.

Selling, general and administrative expenses decreased by 33% to
$120.4 million in the second quarter of 2003 from $180.9 million
in the second quarter of 2002 (approximately $16 million of the
reduction related to asset divestitures) and $125.3 million in the
first quarter of 2003. This decline is expected to continue in
2003 following the ongoing implementation of the recovery plan,
associated headcount reductions and business simplification.
Included in selling, general and administration expenses for the
second quarter of 2003 is approximately $18 million in relation to
the primary care franchise that was sold on June 12, 2003.

                  Update for Recovery Plan Charges

Included in recovery plan and other significant charges of $203.2
million for the second quarter of 2003 are net costs associated
with the implementation of the recovery plan of $6.8 million
together with a payment of $196.4 million to Pharma Operating in
relation to the purchase of royalty rights with respect to Sonata
and Prialt. Elan may in the future incur recovery plan related
charges relating to severance, retention and similar restructuring
costs. Elan may incur impairment charges related to investments
and intangible assets if their fair value falls below their
carrying value as a result of adverse changes in circumstances or
market conditions.

               Net Interest and Investment (Losses)/Income

Net interest and investment (losses)/income amounted to income of
$31.1 million in the second quarter of 2003 compared to a loss of
$535.7 million in the second quarter of 2002.

In the second quarter of 2003, net interest expense increased to
$27.1 million from $13.7 million in the second quarter of 2002
reflecting lower interest income earned on cash deposits and other
investments. The gain on investments in the second quarter of 2003
of $74.5 million included $38.6 million on the sale of part of
Elan's investment in Ligand and $33.6 million in relation to the
mark-to-market of certain investments in accordance with U.S.
GAAP.

In addition, certain other investments were marked-to-market and
the increase in value of approximately $69 million in the quarter
has been included in unrealized gains on securities within
shareholders' equity.

                      Discontinued Operations

In accordance with SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets", Elan has recorded the results of
operations of Actiq and Elan Diagnostics within discontinued
operations. Included in discontinued operations are revenue and
operating expenses related to Actiq and Elan Diagnostics for the
second quarter of 2003 of $2.0 million and $2.3 million,
respectively, compared to $7.9 million and $8.9 million,
respectively, for the second quarter of 2002.

                           Liquidity

At June 30, 2003, Elan had $973.0 million in cash and cash
equivalents (including $7.1 million in restricted cash held by
EPIL III), compared with $1,013.9 million at December 31, 2002
(including $8.9 million in restricted cash held by EPIL III).

On closing of the sale of the primary care franchise on June 12,
2003, Elan paid $196.4 million to Pharma Operating in return for
the acquisition by Elan of the Pharma Operating royalty rights
with respect to Sonata and the Prialt product. In addition, Elan
has the option to purchase Pharma Operating's royalty rights on
the Zonegran, Frova and Zanaflex products until January 3, 2005
for $110.0 million plus 15% per annum from June 12, 2003, less
royalty payments (which are secured) since that date. Royalties
are paid to Pharma Marketing and are included in cost of sales.

As previously announced in the second quarter of 2003, Elan
repurchased approximately $524 million in principal amount at
maturity of its LYONs due 2018 through a number of separate,
privately negotiated transactions at an aggregate cost of
approximately $310 million. This represented a discount of
approximately 4% to the accreted value of the LYONs at December
14, 2003 of approximately $323 million. As a result of all
repurchases to date the aggregate purchase price of the LYONs at
December 14, 2003 has been reduced from approximately $1,013
million to approximately $494 million.

Based on its recovery plan, Elan believes it has sufficient cash,
liquid resources, investments and other assets that are capable of
being monetised to meet its current liquidity requirements. The
focus of the recovery plan is on maintaining financial flexibility
through cash generation. However, Elan's cash position will in
future periods be dependent on a number of factors, including its
asset divestitures, its balance sheet restructuring, its debt
service requirements and its future operating cash flow and the
outcome of the ongoing SEC Enforcement investigation and
shareholder litigation. In addition to the actions and objectives
outlined with respect to Elan's recovery plan, Elan may in the
future seek to raise additional capital, restructure or refinance
its outstanding indebtedness, repurchase its equity securities or
its outstanding debt, including the LYONs, in the open market or
pursuant to privately negotiated transactions, or take a
combination of such steps or other steps to increase or manage its
liquidity and capital resources. Any such refinancings or
repurchases may be material.

                 Qualifying Special Purpose Entity

Elan has guaranteed loan notes issued by EPIL II, a QSPE, which is
not consolidated, to the extent that the investments held by it
are insufficient to repay the loan notes and accrued interest when
they fall due. The aggregate principal amount outstanding under
the loan notes issued by EPIL II was $450.0 million at June 30,
2003 and is repayable in June 2004.

During the second quarter of 2003, Elan reduced its provision for
its guarantee by $3.4 million to $314.4 million reflecting the net
increase in the value of the investments held by EPIL II during
this period after charging interest of $11.2 million for the
quarter.

                      R&D Update - Antegren

Antegren

Elan and Biogen are collaborating on the development,
manufacturing and commercialization of Antegren (natalizumab), a
humanized monoclonal antibody, the first in a new class of
compounds known as selective adhesion molecule inhibitors (SAM
inhibitors). Elan and Biogen are conducting four Phase III trials
to evaluate the safety and efficacy of Antegren in both Crohn's
disease and MS. These trials are fully enrolled and jointly
include over 3,000 patients.

ENACT-1 (Evaluation of Natalizumab in Active Crohn's Disease
Trial-1), the largest study in Crohn's disease conducted to date,
is fully enrolled with more than 900 patients. This trial
evaluated clinical response and ability to induce remission in
patients with Crohn's disease. On July 24, 2003, Elan announced
that the ENACT-1 trial did not meet the primary endpoint of
"response" as defined by a 70-point decrease in the Crohn's
Disease Activity Index at week 10. However, at week 12, a
statistically significant difference was observed both in regards
to response and remission. Over the course of the study, the time
to remission and mean changes in CDAI at weeks 6 through 12 were
also significant in Antegren-treated patients compared to those
patients treated with placebo as was a secondary endpoint of IBDQ
(Inflammatory Bowel Disease Questionnaire), a validated quality of
life measurement, at week 10. There were no notable differences in
the overall rates of side effects between Antegren and placebo
treatment groups through week 12. The most common adverse events
seen in the trial were headache, nausea and abdominal pain across
both groups.

The data from the Crohn's disease (induction) trial will be
presented in October at the American College of Gastroenterology
2003 Congress in Baltimore, Maryland and in November at the United
European Gastroenterology Week 2003 Congress in Madrid, Spain.
Elan and Biogen are currently working with the US and European
regulatory authorities to determine the regulatory path forward
with the objective of bringing Antegren to the market for Crohn's
disease.

The ENACT-2 (Evaluation of Natalizumab As Continuous Therapy-2)
Phase III study will evaluate the duration of effect of Antegren
in Crohn's disease and is fully enrolled.

The two MS trials are both fully enrolled and progressing on
target. Elan believes Antegren will provide a meaningful advance
for patients with these debilitating diseases.

Elan (S&P, CCC+ Corporate Credit Rating, Developing) is focused on
the discovery, development, manufacturing, selling and marketing
of novel therapeutic products in neurology, pain management and
autoimmune diseases. Elan shares trade on the New York, London and
Dublin Stock Exchanges.


EMAGIN CORP: AMEX Accepts Plan to Meet Listing Requirements
-----------------------------------------------------------
eMagin Corporation announced that on September 9, 2003, the
Company received notice from the staff of the American Stock
Exchange that the AMEX had accepted the Company's plan to regain
compliance with AMEX's continued listing standards and granted the
Company an extension until December 4, 2004 to regain compliance
with those standards.

The AMEX staff notified the Company in June 2003 that the Company
has fallen below Section 1003(a)(i) of the AMEX Company Guide for
having shareholders' equity of less than $2,000,000 and losses
from continuing operations and/or net losses in two out of the
three most recent fiscal years. The Company was afforded the
opportunity to submit a plan of compliance to the AMEX and
presented its plan to the AMEX in July 2003.

The Company will be subject to periodic review by the AMEX staff
during the extension period. During this time, the Company must
make progress consistent with the terms of the plan or maintain
compliance with the continued listing standards.

The world leader in organic light emitting diode (OLED)-on-silicon
microdisplay technology, eMagin combines integrated circuits,
microdisplays, and optics to create a virtual image similar to the
real image of a computer monitor or large screen TV. eMagin
invented the award-winning SVGA+ and SVGA-3D OLED microdisplays,
the world's first single-chip color video OLED microdisplay and
embedded controller for advanced virtual imaging. eMagin's
microdisplay systems are expected to enable new mass markets for
wearable personal computers, wireless Internet appliances,
portable DVD-viewers, digital cameras, and other emerging
applications for consumer, industrial, and military applications.
OLED microdisplays demonstrate performance characteristics
important to military and other demanding commercial and
industrial applications including low power consumption, high
brightness and resolution, wide dimming range, wider temperature
operating ranges, shock and vibration resistance, and
insensitivity to high G-forces.

eMagin's corporate headquarters and microdisplay operations are
co-located with IBM on its campus in East Fishkill, N.Y. Optics
and system design facilities are located at its wholly owned
subsidiary, Virtual Vision, Inc., in Redmond, WA. Additional
information is available at http://www.emagin.com

At June 30, 2003, eMagin's balance sheet shows a total
shareholders' equity deficit of about $6 million.


ENRON CORP: Urges Court to Approve Owens Corning Settlement Pact
----------------------------------------------------------------
Enron Corporation, Enron Energy Services, Inc. and Enron Energy
Services Operations Inc. ask the Court, pursuant to Rules 2002,
6004, 9014 and 9019(a) of the Federal Rules of Bankruptcy
Procedure and Sections 105(a) and 363 of the Bankruptcy Code, to:

   (i) approve the Settlement Agreement, dated as of May 8,
       2003, among Owens Corning and Owens Corning Fiberglas
       A.S. Limitada, Owens Corning Energy LLC, Enron Energy
       Services International Leasing, Inc. and the Debtors; and

  (ii) authorize the consummation of the transactions
       contemplated by the Settlement Agreement, including:

       -- the transfer of certain assets of the Debtors free
          and clear of liens, claims, interests and
          encumbrances; and

       -- release and waiver of certain claims.

On September 16, 1999, Owens Corning and EESO formed the OCE LLC
for the purposes of entering into:

   (i) a Construction Management Agreement with EESO,

  (ii) an Energy Services Agreement with Owens Corning, and

(iii) a Master LLC Lease Agreement and related lease schedules
       with Owens Corning.

Pursuant to the Energy Services Agreement, Melanie Gray, Esq., at
Weil, Gotshal & Manges LLP, in New York, reports that Owens
Corning outsourced to OCE LLC the management of its energy
requirements at certain of Owens Corning's insulation, composite
and other facilities in the United States, permitting OCE LLC to:

   (i) implement, through third parties, projects at Owens
       Corning's facilities, and

  (ii) provide commodity management services.

Under the Energy Services Agreement, OCE LLC is obligated to
perform certain project services for Owens Corning in specified
Facilities, which were expected to save significant energy usage.
Pursuant to the Construction Management Agreement, OCE LLC
granted to EESO the right to provide the construction management
services with respect to those projects.  The commodity
management services to be provided under the Energy Services
Agreement gave OCE LLC the right to propose agreements
between Owens Corning and third parties for the provision to
Owens Corning of energy contracts or commodity management
services.  In connection with this arrangement, EES entered into
a Commodity Management Agreement with Owens Corning, pursuant to
which EES supplied or arranged for third parties to supply
natural gas, oil and electricity to certain of Owens Corning's
plants.

According to Ms. Gray, EESO also entered into a Master Lease
Agreement with Owens Corning, pursuant to which, upon completion
of each project implemented under the Energy Services Agreement,
Owens Corning, as lessee, and EESO, as lessor, entered into a
lease schedule covering the "units" comprising the project.

In Brazil, EESIL and OC Brazil are parties to a Master Lease
Agreement, dated December 14, 1999, and related lease schedules.
OC Brazil and EESIL are also parties to an Agreement for
Facilities and Services dated as of January 14, 2000.

In addition, Ms. Gray relates that one or more of the Enron
Parties and one or more of the OC Parties are also parties to
these other agreements:

   (i) a Promotions License Agreement dated as of September 16,
       1999 between Owens Corning and EESO;

  (ii) a Consulting Services Agreement dated as of January 14,
       2000 by and between Owens Corning and EESO;

(iii) a Master LLC Agreement, dated as of September 16, 1999,
       by and between Owens Corning and OCE LLC, together with
       related lease schedules;

  (iv) a Master Lease Agreement, dated as of September 27,
       2001, by and between Owens Corning and EESO; and

   (v) other agreements or understandings between the parties
       relating to the Energy Services Agreement, the
       Construction Management Agreement, the Commodity
       Services Agreement, the Promotions License Agreement, the
       Facilities and Services Agreement, the Consulting
       Services Agreement, the Master Lease Agreement, the 2001
       Master Lease Agreement, and certain other agreements.

On October 5, 2000, Owens Corning and certain of its affiliates
commenced voluntary cases for reorganization under Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  On December 22, 2000, Owens Corning sought
to assume certain of the agreements.  The Owens Corning
Bankruptcy Court granted the request by order dated January 17,
2001.

By order of the Owens Corning Bankruptcy Court dated August 28,
2001, Owens Corning was authorized to amend certain of the
agreements as to, among things, include additional facilities
under the Commodity Management Agreement and the Energy Services
Agreement and provide for the posting of a letter of credit as
security for certain of Owens Corning's reimbursement obligations
under the Energy Services Agreement.  The order also approved the
parties' proposed new master lease agreement for future energy
savings projects constructed pursuant to the Energy Services
Agreement.

By letter dated November 30, 2001, Owens Corning notified EES
that EES was in default under the Commodity Management Agreement
and purported to terminate EES' agency to act on Owens Corning's
behalf in respect of natural gas supply at any facility.  On
December 8, 2001, Owens Corning Canada notified Enron Energy
Services Canada that it believed that the Commodity Management
Agreement had been terminated.

Moreover, as of the Petition Date, the Debtors and Owens Corning
had various disputes regarding the nature, scope, and terms of
the agreements.  These disputes include:

   (a) the amount Owens Corning owed on account of its purchases
       of commodities under the Commodity Management Agreement;

   (b) the amount Owens Corning owed in connection with projects
       implemented under the Energy Services Agreement;

   (c) the appropriate dissolution of OCE LLC;

   (d) the amount of Owens Corning's claims against the Enron
       Parties arising out of alleged defaults by the Enron
       Parties under certain of the agreements; and

   (e) the status and disposition of certain of the property
       leased to Owens Corning under the Master LLC Lease
       Agreement, Master Lease Agreement and Brazil Master Lease
       Agreement.

The Debtors, EESIL, OCE LLC and the OC Parties negotiated a
settlement of the various disputes among them.  The salient terms
of the parties' settlement agreement are:

A. Termination of Certain Agreements

   The Parties agree that each of these agreements has been
   terminated by mutual consent as of December 1, 2001:

   (a) the Energy Services Agreement,
   (b) the Construction Management Agreement,
   (c) the Commodity Management Agreement,
   (d) the Promotions License Agreement,
   (e) the Facilities and Services Agreement,
   (f) the Consulting Services Agreement,
   (g) the 2001 Master Lease Agreement, and
   (h) the Other Agreements.

   None of the parties will have any further obligations or
   liabilities to the other thereunder and all rights with
   respect to any Projects will vest in Owens Corning free and
   clear of liens and encumbrances, other than the Excluded
   Liens.

B. Transfer of Gas

   At the Closing, the Enron Parties will transfer to Owens
   Corning any natural gas currently stored at Owens Corning's
   natural gas storage facilities.

C. Termination of Master LLC Lease Agreement

   At the Closing:

   -- the Master LLC Lease Agreement and the "lease schedules"
      will each be deemed terminated by mutual consent of Owens
      Corning and OCE LLC;

   -- Owens Corning will be deemed to have timely exercised the
      purchase option set forth in the Master LLC Lease
      Agreement;

   -- OCE LLC will be deemed to have waived the occurrence of
      any "specified event"; and

   -- OCE LLC will transfer all of the "units" to Owens Corning
      "as is, where is with all faults" with no representations
      or warranties of any kind and free and clear of liens or
      encumbrances, other than the Excluded Liens.

D. Termination of Master Lease Agreement

   At the Closing:

   -- the Master Lease Agreement and the "lease schedules" will
      each be terminated by mutual consent of Owens Corning and
      EESO;

   -- Owens Corning will be deemed to have timely exercised the
      purchase option set forth in the Master Lease Agreement;

   -- EESO will be deemed to have waived the occurrence of any
      "specified event"; and

   -- EESO will transfer all of the "units" to Owens Corning
      "as is, where is with all faults" with no representations
      or warranties of any kind and free and clear of all liens
      or encumbrances, other than the Excluded Liens.

E. Assignment of Brazil Master Lease Agreement and Related
   Agreements.

   At the Closing, EESIL will assign the Brazil Master Lease
   Agreement and the "lease schedules" to Owens Corning.  EESIL
   will then transfer all of the "units" to Owens Corning "as is,
   where is with all faults" with no representations and
   warranties of any kind and free and clear of liens or
   encumbrances, other than the Excluded Liens, and Owens Corning
   will assume all obligations under the Lease.  Thereafter, the
   clauses and conditions of the Brazil Master Lease Agreement
   will continue in force between Owens Corning and OC Brazil.

F. Settlement Payment

   At the Closing, Owens Corning will pay to EESO and to OCE LLC
   $43,000,000 in cash in settlement of:

    (i) all of Owens Corning's and OCE LLC's obligations to the
        Enron Parties under the agreements, and

   (ii) all of Owens Corning's obligations to OCE LLC under the
        agreements.

   Of the $43,000,000 Settlement Payment, $13,805,312 of which
   will be paid by Owens Corning to OCE LLC, $427,505 will be
   paid by Owens Corning to EESIL, and the remainder of the
   Settlement Payment will be paid by Owens Corning to EESO.
   Owens Corning acknowledges and agrees that it will have no
   right to receive any portion of the Settlement Payment paid
   to OCE LLC, either on account of its interests in OCE LLC or
   otherwise.

G. Assignment of LLC Interests

   At the Closing, Owens Corning will assign its interests
   in OCE LLC to EESO.

H. Release

   The parties will release each other for all claims and
   withdraw any proofs of claim filed in the Owens Corning
   Bankruptcy Case or the Enron Bankruptcy Case.

Ms. Gray argues that the Settlement should be approved because:

   (a) it avoids litigation and provides a solution that
       resolves the disputed matters amicably and without the
       need for costly, time-consuming and risky litigation;

   (b) it was entered into only after extensive negotiations
       and a thorough analysis of the facts and law with respect
       to the Parties' claims against each other;

   (c) it will result in a substantial payment to the Debtors
       and resolve numerous complex legal issues without the
       expense of a protracted litigation, the outcome of which
       is uncertain;

   (d) the Assets to be transferred comprise a significant
       portion of the consideration given by the Enron Parties
       to the OC Parties under the Settlement agreement;

   (e) EESO is receiving fair market value of the Assets;

   (f) Owens Corning would not have agreed to the Settlement
       as drafted if the Assets EESO owned were not transferred
       to Owens Coring;

   (g) the Assets do not have any known liens; and

   (h) it was negotiated without collusion, at arm's length and
       in good faith. (Enron Bankruptcy News, Issue No. 79;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Enersys Wants to Commence Rule 2004 Exams.
--------------------------------------------------------------
EnerSys, Inc. asks the Court to compel the Exide Technologies
Debtors to produce documents pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure.

EnerSys and the Debtors are parties to agreements in connection
with a 1991 acquisition of Exide's industrial battery business by
a predecessor-in-interest to EnerSys.  The Debtors filed notices
to reject the Agreements and EnerSys objected, asserting that the
Agreements are not executory contracts.  Trial on the Rejection
Notices is scheduled for October 9 and 10, 2003.  EnerSys
believes that it will prevail at trial, but if it does not,
EnerSys will have a substantial rejection damage claim of more
than $50,000,000.

The Debtors' Plan would discharge all general unsecured claims in
return for a 1% distribution.  The Debtors' Disclosure Statement
estimated their entire business value at $950,000,000.  However,
EnerSys believes that the Business Value computation was
fundamentally flawed.  Neither the Debtors nor The Blackstone
Group, the Debtors' financial advisor, ever contacted EnerSys
about its interest in Exide's assets.  The lack of contact is
surprising given that EnerSys has, on numerous occasions since
the Petition Date, expressed its interest in purchasing the
assets.  EnerSys is a well-financed industrial battery
manufacturer with $1,000,000,000 in annual sales and is a logical
strategic buyer for Exide's assets.

EnerSys contend that the flawed valuation process yielded a
flawed result and that the $950,000,000 Business Value is simply
unsupportable.  The mid-point of the EBITDA multiple used by
Blackstone is substantially below the multiples used by buyers in
the Debtors' industry.

By letter dated August 28, 2003, EnerSys expressed its strong
interest in acquiring the Debtors' transportation business and,
possibly, portions of their industrial business; and requested
the review of non-public information.  While the publicly
available information does not permit EnerSys to determine the
EBITDA attributable to the transportation business, EnerSys
believes that the EBITDA of the Debtors' transportation segment
for the twelve months ending March 31, 2003 approached
$150,000,000.  A sale of the transportation business alone would
yield more than the $950,000,000 Business Value.  Further, if the
transportation business were sold to EnerSys, the Debtors would
still have substantial network power and industrial battery
businesses that would yield EBITDA equal to $50,000,000 per year.

For EnerSys to confirm its interest in the Debtors'
transportation business, and possibly segments of the industrial
business, EnerSys needs access to non-public information.  To do
this, the Debtors advised EnerSys that it must proceed with
formal discovery pursuant to Rule 7026 of the Federal Rules of
Bankruptcy Procedure.  But EnerSys believes that it has no
obligation to proceed under Rule 7026.  Rule 7026 only applies to
adversary proceedings and contested matters.  No adversary
proceeding exists which would require EnerSys to resort to Rule
7026 for information

EnerSys contends that Bankruptcy Rule 2004, not Rule 7026,
controls its request for information.  Rule 2004 allows parties-
in-interest to compel the production of documents relating to the
estate, its administration and the debtor's assets and
liabilities.  Rule 2004 contains no preconditions and simply
requires that the parties attempt to resolve requests for
information informally before filing a Rule 2004 Motion.  EnerSys
made an attempt to no avail.

Given the limited time remaining before the confirmation hearing,
requiring EnerSys to serve formal discovery requests under Rule
7026, waiting for the inevitable objections, requiring the filing
of a motion to compel, and waiting for a hearing date will result
in significant delay.  This will prejudice not only EnerSys but
also any other party, which may elect to oppose confirmation of
the Debtors' Plan.  EnerSys wants to get the Court involved as
soon as possible. (Exide Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

  
FINOVA GROUP: May Defer Paying Entire Senior Note Obligations
-------------------------------------------------------------
Since emerging from Chapter 11 in August 2001, Finova's business
activities have been limited to maximizing the value of its
portfolio through the orderly collection of its assets.  These
activities include collection efforts pursuant to underlying
contractual terms and may include efforts to retain certain
customer relationships and restructure or terminate other
relationships.  

Finova Group Senior Vice President and Chief Financial Officer,
Stuart A. Tashlik, discloses to the Securities and Exchange
Commission that Finova does not expect to engage in any new
lending activities, except to honor existing customer commitments
and restructure financing relationships with existing customers
to maximize value.  Operations have been restructured to more
efficiently manage collection efforts.  Finova sold portions of
asset portfolios and will consider future sales if buyers can be
found at acceptable prices.  However, there is no assurance that
Finova will be successful in efforts to sell additional assets.  
Any funds generated in excess of cash reserves are used to reduce
obligations to creditors.

Finova continues to be debt-laden.  At June 30, 2003, the company
has these outstanding obligations:

     Berkadia Loan                         $1,200,000
     Senior Notes:
        Principal                           3,067,949
        Fresh-Start Reporting discount       (668,832)
     Total Senior Notes, net                2,399,117
                                          -----------  
     Total debt                            $3,599,117

Because virtually all of Finova's assets are pledged to secure
the obligations under the Berkadia Loan and the Senior Notes,
their ability to obtain additional or alternate financing is
severely restricted.  Berkadia has no obligation to lend
additional sums to or to further invest in the Finova.
Accordingly, Finova intend to rely on internally generated cash
flows to meet its liquidity needs.

The recorded book value of the Senior Notes is scheduled to
increase to $3,070,000,000 over time through amortization of the
discount as interest expense.  Finova is obligated to repay the
full $3,070,000,000 principal amount of the Senior Notes.

During the second quarter of 2003, prepayments of the Berkadia
Loan totaled $325,000,000.  Principal payments made to Berkadia
since emergence reduced the Loan to $1,200,000,000 as of
June 30, 2003.  The pace of loan repayments depends on numerous
factors such as the rate of collections from borrowers and asset
sales.

As a result of Finova's current financial condition and
restrictions contained in its debt agreements, Mr. Tashlik says,
the estimation of cash reserves is critical to the overall
liquidity.  Cash reserve estimations are subject to known and
unknown risks, uncertainties and other factors that could
materially impact the amounts determined.  Failure to adequately
estimate a cash reserve in one period could result in
insufficient liquidity to meet obligations in that period, or in
a subsequent period, if actual cash requirements exceed the cash
reserve estimates.

"It is highly unlikely that there will be funds available to
fully repay the outstanding principal on the Senior Notes at
maturity, and as a result, there will not be a return to Finova's
stockholders," Mr. Tashlik adds.

Finova has a $861,900,000 negative net worth as of June 30, 2003
-- $1,500,000,000 if the Senior Notes are considered at their
principal amount due.  The financial condition of many of its
customers is weakened, impairing their ability to meet
obligations to Finova.  Mr. Tashlik also relates that much of the
portfolio of Finova-owned assets is not income-producing and
Finova is restricted from entering into new business activities
or issuing new securities to generate substantial cash flow.  
Finova believes that investing in debt and equity securities
involves a high level of risk to the investor. (Finova Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


GARDENBURGER INC: Management Withdraws Buyout Proposal
------------------------------------------------------
Gardenburger, Inc. (OTCBB:GBUR), announced that the management
proposal to purchase all the outstanding shares of Gardenburger's
common stock and take the company private had been withdrawn.

The proposal had required the consent of the holders of a majority
of Gardenburger's outstanding preferred shares and the holder of
its convertible senior subordinated debt. The management buyout
group was unable to reach agreement with the company's major
investors and creditors regarding the terms on which the going-
private transaction might be consummated.

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger, Inc.
-- whose June 30, 2003 balance sheet shows a net capital deficit
of about $52 million -- is an innovator in meatless, low-fat food
products. The Company distributes its flagship Gardenburger(R)
veggie patty to more than 30,000 food service outlets throughout
the United States and Canada. Retail customers include more than
24,000 grocery, natural food and club stores. Based in Portland,
Ore., the Company currently employs approximately 175 people.


GRAHAM PACKAGING: Proposes Exchange Offer for 8.75% Sr. Sub Notes
-----------------------------------------------------------------
Graham Packaging Company, L.P., GPC Capital Corp, I is offering to
exchange all outstanding 8-3/4% Senior Subordinated Notes due 2008
for an equal amount of 8-3/4% Series B Senior Subordinated Notes
due 2008, which have been registered under the Securities Act of
1933.

                         THE EXCHANGE OFFER

o The Company will exchange all outstanding notes that are
   validly tendered and not validly withdrawn for an equal
   principal amount of exchange notes that are freely tradeable in
   integral multiples of $1,000.

o You may withdraw tenders of outstanding notes at any time prior
   to the expiration of the exchange offer.

o The exchange offer expires at 12:00 a.m., New York City time,
   on a date yet to be announced, 2003, unless extended. Graham
   Packaging does not currently intend to extend the expiration
   date.

o The exchange of outstanding notes for exchange notes in the
   exchange offer will not be a taxable event for U.S. federal
   income tax purposes.

o The Company will not receive any proceeds from the exchange
   offer.

                         THE EXCHANGE NOTES

o The exchange notes are being offered in order to satisfy
   certain of Graham Packaging's obligations under the
   registration rights agreement entered into in connection with
   the placement of the outstanding notes.

o The terms of the exchange notes to be issued in the exchange
   offer are substantially identical to the outstanding notes,
   except that the exchange notes will be freely tradeable.

                      RESALES OF EXCHANGE NOTES

o The exchange notes may be sold in the over-the-counter market,
   in negotiated transactions or through a combination of such
   methods. The Company does not plan to list the exchange notes
   on a national market.

Graham Packaging, based in York, Pennsylvania, USA, is a worldwide
leader in the design, manufacture and sale of customized blow-
molded plastic containers for the branded food and beverage,
household and personal care, and automotive lubricants markets.
The company employs approximately 3,900 people at 55 plants
throughout North America, Europe and South America. It produced
more than nine billion units and had total worldwide net sales of
$906.7 million in 2002. Blackstone Capital Partners of New York is
the majority owner of Graham Packaging.

At June 29, 2003, the Company's balance sheet shows a total
partners' capital deficit of about $437 million.


HOST MARRIOTT: Will Publish Third Quarter Results on October 15
---------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) will report financial
results for the third quarter 2003 on Wednesday, October 15, 2003
before the market opens.  

Following the earnings release, the Company will conduct its
quarterly conference call for investors and other interested
parties on Wednesday, October 15, 2003 at 10:00 a.m. Eastern Time
(ET).  Christopher Nassetta, president and chief executive
officer, and Edward Walter, executive vice president and chief
financial officer, will discuss the Company's third quarter and
its business outlook for 2003.

Interested individuals are invited to listen to the call on the
Internet at http://www.hostmarriott.comor by telephone at 913-
981-4900.  It is recommended that participants call 10 minutes
ahead of the scheduled start time to ensure proper connection.

A replay of the call will be available by telephone from
Wednesday, October 15, at l:00 p.m. Eastern Time, until Wednesday,
October 22, 8:00 p.m. Eastern Time.  To access the recording, call
719-457-0820 and request reservation number 273780.  A replay of
the call will also be available on the Internet at
http://www.hostmarriott.comfrom Wednesday, October 15, at 1:00
p.m. Eastern Time until Wednesday, November 5, 2003.

Host Marriott Corporation (S&P/B+/Stable) is a lodging real estate
company, which owns 122 upscale and luxury full-service hotel
properties primarily operated under Marriott, Ritz-Carlton, Four
Seasons, Hyatt, Hilton and Swissotel brand names. For further
information on Host Marriott Corporation, visit the Company's Web
site at http://www.hostmarriott.com


IMCLONE SYSTEMS: Appoints Joseph Fischer to Board of Directors
--------------------------------------------------------------
ImClone Systems Incorporated (NASDAQ: IMCL) appointed Joseph L.
Fischer to the Company's Board of Directors and Audit Committee.

Mr. Fischer brings over 20 years of global managerial and
operational experience in areas including consumer products and
finance with specific expertise in commercialization of new
products.

During his career, Mr. Fischer served in a variety of senior
management positions at international companies, including Dial
Corporation and Johnson and Johnson. Mr. Fischer served as a
Senior Vice President of Dial Corporation where he directed the
international expansion of Dial's consumer products division.
Prior to working at Dial, Mr. Fischer spent 14 years with J&J,
serving in a variety of senior management positions in the areas
of strategic marketing, operations and finance, most notably as
Group President of Global Personal Care Products, President of J&J
Canada and Corporate Controller.

"The appointment of Joe Fischer to the Company's Board of
Directors exemplifies our commitment to naming individuals that
have the expertise to provide the highest standards of corporate
management and governance," stated David M. Kies, Lead Director of
the Board of ImClone Systems. "Mr. Fischer's combined experience
in global general management and finance makes him a valuable
resource as ImClone Systems looks to its future as a commercial
entity."

ImClone Systems Incorporated, whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $246 million,
is committed to advancing oncology care by developing a portfolio
of targeted biologic treatments, designed to address the medical
needs of patients with a variety of cancers. The Company's three
programs include growth factor blockers, angiogenesis inhibitors
and cancer vaccines. ImClone Systems' strategy is to become a
fully integrated biopharmaceutical company, taking its development
programs from the research stage to the market. ImClone Systems'
headquarters and research operations are located in New York City,
with additional administration and manufacturing facilities in
Somerville, New Jersey.


IMP INC: Shares Yanked Off Nasdaq Effective September 16, 2003
--------------------------------------------------------------
IMP, Inc.'s (Nasdaq:IMPX) securities were delisted from the NASDAQ
Stock Market effective with the open of business on September 16,
2003.

The Nasdaq Stock Market Staff's decision to delist IMP, Inc.'s
securities followed an August 21, 2003 hearing before the Nasdaq
Listing Qualification Panel, at which IMP, Inc. requested the
Nasdaq Stock Market to grant exceptions to certain filing
requirements until such time as IMP, Inc. could regain complete
compliance with all applicable Nasdaq listing requirements.

The reasons cited by the Nasdaq Stock Market for denying IMP,
Inc.'s request for continued listing include the following: IMP,
Inc.'s failure to file its Annual Report on Form 10-K for the
fiscal year ended March 31, 2002; its failure to file its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003;
its failure to maintain a minimum bid price for its stock of one
dollar; its failure to pay certain fees owed to Nasdaq Stock
market; and its failure to meet Nasdaq Stock Market independent
director and audit committee requirements.

At this time, IMP, Inc.'s stock is not eligible to trade on the
Over-the-Counter Bulletin Board because IMP, Inc., is not at this
time, current in its reporting obligations under the Securities
Exchange Act of 1934 which is a requirement in order to be quoted
on the OTCBB.

As reported in Troubled Company Reporter's July 9, 2003 edition,
IMP, Inc. reported that its independent certified public
accountants, BDO Seidman, LLP has resigned effective June 26,
2003.

The report of BDO Seidman, LLP, dated July 12, 2002, on the
Company's financial statements for the fiscal year ended March 31,
2002, contained an explanatory paragraph that stated that "the
Company continues to experience severe liquidity problems and
absorb cash in its operating activities and, as of March 31, 2002,
the Company has a working  capital  deficiency, is in default
under the terms of certain financing agreements, is delinquent in
the payment of its federal employment taxes, and has limited
financial resources available to meet its immediate cash
requirements.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


INFO. ARCHITECTS: Will Launch Consumer Data Retrieval Site
----------------------------------------------------------
Information Architects Corporation's (IACH.OB) flagship company
Perceptre, plans to launch an easy to use, data retrieval website
for consumers to legally purchase background information on other
people online.

When launched, the site will provide fast and inexpensive online
background reviews for paying clients as a "one screen aggregation
of data." The reviews will cover areas including education;
employment verification; professional license/certifications;
civil or criminal records; and, registered sex offender.

To accumulate the extensive amount of data, Perceptre has entered
into strategic alliances with many investigational sources. Data
generated from these various sources will be pooled into a simple
to read single-screen format on Perceptre's website and made
accessible to users willing to pay for the information.

Perceptre's management is anticipating that the site will create a
significant comfort level for a wide variety of potential users
ranging from parents screening potential nannies and even, for
example, to those engaged in online or conventional dating.

William Overhulser, General Manager of Perceptre, commenting on
the Company's plans said, "Our first motive in creating this site
is to empower people to make more informed choices about the
people they allow into their lives. The data is readily available
on the Internet but the average person would need to spend a
considerable amount of time navigating across the vast reaches of
the World Wide Web before coming up with any meaningful
information. We, through our collaborations will bring all of
these diverse pieces of data from various places and transform
them into meaningful information that the average person can use
to make a better decision."

The service, which is expected to be launched in the next month,
will allow users to pay online via credit card transaction at the
time of order.

Perceptre offers single-source solutions for business and consumer
screening and risk mitigation needs. The Company's products
include: county criminal records; state criminal records; federal
criminal records; county civil records; employment verification;
licensure validation; degree verification; motor vehicle records;
childcare screening, and resident screening services to
businesses, non-profit organizations and governmental agencies.

Information Architects Corporation is a holding company focused on
acquiring technology companies in the security/national security
sectors that complement its current software offerings in the
areas of online, pre-employment screening and background
investigation, as well as telephone call time recording and
taping. Today, the Company's lead product Perceptre offers its
government and commercial sector customers fast, inexpensive,
best-of-class, online background reviews of potential and current
personnel as a "one screen aggregation of data." Records
accessible via the Perceptre secured site, single-name input
include: county, state and federal criminal & civil court records;
motor vehicle records/driving history; personal & business credit
reports; bankruptcy & tax liens; birth certificate & social
security number trace and verification; sexual offender records;
education, employment verification, professional
license/certifications, as well as state workers compensation
search records; and real estate property services; to name a few.

                         *     *     *

On August 21, 2003, the Board of Directors of Information
Architects Corporation decided to terminate the services of
Salberg & Company, P.A. as the Company's auditors, and to engage
Hunter, Atkins and Russell CPA's as the Company's independent
auditors, effectively immediately.

The accountant's report on the financial statements for the past
two years contained a going concern qualification; such financial
statements did not contain any adjustments for uncertainties
stated therein.

At June 30, 2003, Information Architects' balance sheet shows a
working capital deficit of about $1.7 million, and a total
shareholders' equity deficit of about $1.4 million.


J.P. MORGAN: S&P Assigns Low-B's to 6 Ser. 2003-LN1 Note Classes
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary ratings
to J.P. Morgan Chase Commercial Mortgage Securities Corp.'s $1.2
billion commercial mortgage pass-through certificates series 2003-
LN1.

This presale report is based on information as of Sept. 17, 2003.
The ratings shown are preliminary. This report does not constitute
a recommendation to buy, hold, or sell securities. Subsequent
information may result in the assignment of final ratings that
differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property-type diversity of the loans. Classes A-1,
A-2, B, C, D, and E are currently being offered publicly. The
remaining classes are being offered privately. Standard & Poor's
analysis of the portfolio determined that, on a weighted average
basis, the pool has a debt service coverage of 1.77x based on a
weighted average constant of 5.62%, a beginning loan-to-value of
89.7%, and an ending LTV of 72.4%.

                  PRELIMINARY RATINGS ASSIGNED
        J.P. Morgan Chase Commercial Mortgage Securities Corp.
   
     Class                        Rating              Amount ($)
     A-1                          AAA                258,300,000
     A-2                          AAA                380,415,000
     A-1A                         AAA                365,776,000
     B                            AA                  34,638,000
     C                            AA-                 13,553,000
     D                            A                   30,120,000
     E                            A-                  15,060,000
     F                            BBB+                16,566,000
     G                            BBB                 13,554,000
     H                            BBB-                16,565,000
     J                            BB+                  6,024,000
     K                            BB                  12,048,000
     L                            BB-                  6,024,000
     M                            B+                  10,542,000
     N                            B                    3,012,000
     P                            B-                   3,012,000
     NR                           N.R.                19,578,325
     PS-1                         N.R.                11,100,000
     PS-2                         N.R.                 5,400,000
     PS-3                         N.R.                 5,300,000
     PS-4                         N.R.                 6,500,000
     PS-5                         N.R.                 6,500,000
     PS-6                         N.R.                10,800,000
     PS-7                         N.R.                 9,400,000
     X-1                          AAA              1,204,787,325
     X-2                          AAA              1,129,226,000


JPS INDUSTRIES: Reports Improved 3rd Quarter Operating Results
--------------------------------------------------------------
JPS Industries, Inc. (Nasdaq: JPST) announced results for the
third quarter and nine months ended August 2, 2003.

For the third quarter of fiscal 2003, JPS reported net income of
$0.6 million on sales of $35.2 million compared with net income of
$0.2 million on sales of $32.7 million in the third quarter of
fiscal 2002. For the quarter, sales increased 7.6%, while
operating income improved 262% to $1.1 million.

For the first nine months of fiscal 2003, the Company reported a
net loss of $1.6 million on sales of $93.5 million compared with a
net loss of $0.4 million on sales of $91.7 million for the same
period in fiscal 2002.

Michael L. Fulbright, JPS's chairman, president, and chief
executive officer, stated, "We are pleased with the improvement in
our operating results, especially when considering that two of our
primary markets, commercial construction and electronics, have yet
to exhibit any meaningful improvement, and the price pressures and
lackluster demand levels that we have seen for the past two and
one half years are still clearly evident throughout all our
businesses. The improvement we experienced came largely from the
commercial construction market as we recorded solid revenue growth
based on market share increase and lower operating expenses in our
Stevensr Roofing Systems business unit."

Commenting further, "Our organization never loses focus on cost
reduction and working capital management and is evidenced again in
our performance for the quarter. While our debt is up
approximately $3.0 million through three quarters, this reflects
$5.5 million in contributions to our pension plan in this same
period, and is consistent with our earlier outlook."

Charles R. Tutterow, JPS's executive vice president and chief
financial officer, stated, "We are pleased to return to
profitability and hope to remain so in the fourth quarter. That
said, we will reevaluate the valuation allowance of our tax net
operating loss carry forwards based upon our actual performance in
the quarter, which may result in the reduction or write-off of our
deferred tax asset if certain financial results are not achieved.
In addition, since our current credit facility expires in less
than one year, we have classified the debt associated with it as
current. We are actively pursuing a new credit agreement."

In conclusion, Mr. Fulbright stated, "As we communicated in June,
it appeared that we had reached the bottom for our businesses and
the markets they serve, and that gradual improvement could begin
in the later part of the year; however, it remains our judgment
that any significant improvement will not begin until we are well
into 2004. This timeline is again dependent on a number of our
primary markets, which include commercial construction,
electronics, telecommunications and aerospace returning to a
growth mode."

JPS Industries, Inc. is a major U.S. manufacturer of extruded
urethanes, polypropylenes, and mechanically formed glass
substrates for specialty industrial applications. JPS specialty
industrial products are used in a wide range of applications,
including: printed electronic circuit boards; advanced composite
materials; aerospace components; filtration and insulation
products; surf boards; construction substrates; high performance
glass laminates for security and transportation applications;
plasma display screens; athletic shoes; commercial and
institutional roofing; reservoir covers; and medical, automotive
and industrial components. Headquartered in Greenville, South
Carolina, the Company operates manufacturing locations in Slater,
South Carolina; Westfield, North Carolina; and Easthampton,
Massachusetts.

As reported in Troubled Company Reporter's June 18, 2003 edition,
JPS announced that at the end of the second quarter ended May 3,
2003, the Company was out of compliance with the total debt to
EBITDA covenant of our credit agreement. The Company obtained a
waiver for this covenant violation and availability at the end of
the quarter remained above $12 million. During the second quarter
the Company did not record any additional income tax benefit for
the net operating losses incurred in the quarter. The Company said
it would continue to monitor the valuation allowance associated
with the Company's deferred tax asset.


KINGSWAY FINANCIAL: Launches $50-Mill. Trust Preferreds Offering
----------------------------------------------------------------
Kingsway Financial Services Inc. (NYSE:KFS, TSX:KFS) has commenced
the marketing of its public offering of trust preferred
securities. The public offering is for US$50 million of trust
preferred securities (not including an over-allotment option).

The trust preferred securities will carry a dividend rate to be
determined when marketing is completed. The securities will be
sold in the United States through a group of underwriters,
including Advest, Inc., as lead managing underwriter, and Ferris,
Baker Watts Incorporated, Keefe, Bruyette & Woods, Inc., Raymond
James, Sandler O'Neill & Partners, L.P., Putnam Lovell NBF
Securities Inc. and RBC Capital Markets, as co-managing
underwriters. The trust preferred securities have been approved
for listing on the New York Stock Exchange under the symbol "KFS
PrA."

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

A written prospectus relating to the public offering may be
obtained from Advest, Inc. at 392 Boston Neck Road, Suffield,
Connecticut 06078.

Kingsway's primary business is trucking insurance and the insuring
of automobile risks for drivers who do not meet the criteria for
coverage by standard automobile insurers. The Company currently
operates through nine wholly-owned insurance subsidiaries in
Canada and the U.S. Canadian subsidiaries include Kingsway General
Insurance Company, York Fire & Casualty Insurance Company and
Jevco Insurance Company. U.S. subsidiaries include Universal
Casualty Company, American Service Insurance Company, Southern
United Fire Insurance Company, Lincoln General Insurance Company,
U.S. Security Insurance Company, American Country Insurance
Company and Avalon Risk Management, Inc. The Company also operates
reinsurance subsidiaries in Barbados and Bermuda. Kingsway
Financial, Lincoln General Insurance Company, Universal Casualty
Insurance Company, Kingsway General, York Fire, Jevco and Kingsway
Reinsurance (Bermuda) are all rated "A-" Excellent by A.M. Best.
The Company's senior debt is rated 'BBB' (investment grade) by
Standard and Poor's and by Dominion Bond Rating Services. The
common shares of Kingsway Financial Services Inc. are listed on
the Toronto Stock Exchange and the New York Stock Exchange, under
the trading symbol "KFS".

                          *   *   *

As previously reported in the Troubled Company Reporter,
Standard & Poor's Ratings Services assigned its triple-'B' rating
to Kingsway Financial Services's Canadian senior debt issue of
approximately C$100 million.

Standard & Poor's also assigned its double-'B'-plus preferred
stock rating to Kingsway Financial Capital Trust I's trust
preferred securities of up to US$75 million.

In addition, Standard & Poor's affirmed its triple-'B'
counterparty credit rating on KFS. The outlook is stable.


KMART CORP: Wins Court Approval for GE Capital Settlement Pact
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained the Court's
approval of a Settlement Agreement with General Electric Capital
Corporation.

Subsequently, the Debtors will dismiss all preferential transfer
claims against Panasonic Company.  The Debtors believe that
Panasonic may assert defenses that would offset the claims they
sought.  The dismissal of the claims against Panasonic was part of
GE Capital's condition in accepting the Settlement.  GE Capital
and Panasonic are parties to a factoring agreement concerning
invoices related to an adversary proceeding.

Both parties agree that the Agreement will be rejected as of the
effective date of the Debtors' Plan and the equipment will be
returned to GE Capital.  The Debtors will also make a $5,375,000
payment to GE Capital to settle all of its claims against them.  
This includes administrative claims for postpetition rent and
unsecured rejection claims.

As previously reported, Kmart Corporation and its debtor-
affiliates lease self-checkout units from General Electric Capital
Corporation.  The self-checkout equipment is used to allow
customers to pay for merchandise without a Kmart associate's
assistance.  As part of their restructuring strategy, the Debtors
decided to reject the Agreement.  The Debtors determined that the
equipment is no longer cost-effective for them and their ongoing
business.  The equipment uses outdated technology, which costs the
Debtors large sums in repair and maintenance charges.  The Debtors
also noted that the lease payments under the Agreement no longer
bear any relation to the value of the equipment.  They could
purchase new self-checkout units today for about two-thirds as
much as they pay in lease payments.

In May 2003, the Debtors commenced an adversary proceeding
against Panasonic to recover $31,671,325 in preferential
transfers made within the 90 days before the Petition Date.  The
Debtors argued that they were already insolvent at the time the
transfers were made.  The transfers, therefore, allowed Panasonic
to receive more than it would have received had the Debtors'
cases been under Chapter 7 of the Bankruptcy Code, had the
transfers not been made, or had Panasonic received payment of the
debt in accordance with Bankruptcy Code provisions. (Kmart
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LIBERTY MEDIA: Completes Acquisition of QVC, Inc.
-------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) has completed its
previously announced acquisition of Comcast Corporation's
approximate 57% ownership stake in QVC, Inc.  QVC is now 98% owned
by Liberty Media.

At closing, Liberty Media delivered to Comcast approximately 218
million shares of Liberty Media Series A common stock and a three-
year note payable in the amount of $4.0 billion.  Liberty Media
also delivered cash in the amount of $1.35 billion, which was
funded with the proceeds from the September 12, 2003 sale of
Liberty Media's Senior Notes due in 2006.  Liberty Media's Senior
Notes will have an effective interest rate of LIBOR + 45 basis
points, after taking into consideration interest rate swaps, and
the note payable to Comcast bears interest at LIBOR + 150 basis
points.  The shares of common stock and the note payable to
Comcast are fully registered and freely transferable by Comcast.

Robert Bennett, Liberty Media President and CEO, stated, "QVC's
success is the direct result of providing its customers with a
superior shopping experience as executed by a very strong
management team and a dedicated group of employees.  We extend our
sincere welcome to Doug Briggs, Bill Costello and the rest of the
QVC management team and we are excited for the future growth of
QVC under the Liberty Media umbrella."

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

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


LIBERTY MEDIA: Comcast Confirms Sale of Stake in QVC to Company
---------------------------------------------------------------
Comcast Corporation (Nasdaq: CMCSA, CMCSK) has completed the sale
of its approximate 57% stake in QVC, Inc. to Liberty Media
Corporation for $7.9 billion.  

The consideration was revised to include $1.35 billion in cash,
reducing to $4 billion the portion of the purchase price to be
paid in three-year senior unsecured notes bearing interest at
LIBOR plus 1.5%. The balance of the purchase price was paid
through the issuance of approximately 218 million shares of
Liberty's Series A common stock (valued at $11.71 per share, or
approximately $2.55 billion).  The notes and the shares of Liberty
Series A common stock have been registered with the Securities and
Exchange Commission for resale, to facilitate their disposal or
monetization.

Comcast Corporation -- http://www.comcast.com-- is principally  
involved in the development, management and operation of broadband
cable networks, and in the provision of programming content.  The
Company is the largest cable company in the United States, serving
approximately 21.3 million cable subscribers.  The Company's
content businesses include majority ownership of Comcast  
pectacor, Comcast SportsNet, E! Entertainment Television, Style,
The Golf Channel, Outdoor Life Network and G4.  Comcast Class A
common stock and Class A Special common stock trade on The NASDAQ
Stock Market under the symbols CMCSA and CMCSK, respectively. The
sellers in this transaction, Comcast QVC Holdings III, IV, V and
VI, Inc. and Comcast QVC Inc., are five indirect wholly owned
subsidiaries of Comcast Corporation.

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

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


MAGELLAN HEALTH: Court Okays Accenture Engagement as Consultants
----------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates obtained
permission from the Court, pursuant to Sections 327(a) and 328(a)
of the Bankruptcy Code and Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure, to employ Accenture, Ltd. as operations
consultants in accordance with the terms of a March 20, 2003
Engagement Letter.  

The Court further approved Accenture's compensation terms in
connection with their Engagement Letter.

In connection with the Engagement Letter, Magellan and Accenture
have, and, from time to time, will, enter into certain task orders
with respect to each project that Accenture is to perform for
them.

Each Task Order contains a description of the project including,
among other things, a work description, a list of deliverables,
staffing and fee arrangements.  Currently, five Task Orders are
in place, which provides that Accenture will:

A. Account Retention

   -- support the Debtors in the development of a coordinated
      retention process and specific account plans for the
      Debtors' top 40 accounts.

B. Cost of Care Payout Reduction

   1. create a comprehensive list of cost of care payout
      reduction opportunities;

   2. deliver to the Debtors accelerated EBITDA impacts;

   3. quantify and verify additional cost of care payout
      reduction opportunities for subsequent implementations
      during the course of 2003;

   4. after each cost of care reduction opportunity is
      adequately defined, sized and prioritized, establish an
      implementation to begin capturing additional savings; and

   5. deliver to the Debtors, forms, methodology and analysis
      for the reduction of cost of care.

C. Service Center Transition Planning

   1. assist the Debtors in finalizing specific plans for
      consolidation and improvement of regional centers;

   2. deliver to the Debtors:

      a. detailed consolidation plan and timetables;

      b. site risk assessment profiles; and

      c. site profiles, including client information, telephone,
         applications, staff and knowledge transfer in
         connection with regional center consolidation;

   3. provide linkage and dependencies to IT, customer service
      and care management operational initiatives;

   4. determine network service center improvement cost and
      benefit; and
   
   5. identify best practices for employee communications and
      market communication.

D. Service Center Transition Launch

   1. create detailed service center account transition plan;

   2. establish a program management office and associated
      processes;

   3. create detailed service center transition communications
      plan;

   4. establish service center transition project team
      structure;

   5. support account transition database; and

   6. provide linkage and dependencies to IT, Customer Service
      and Care Management operational initiatives.

E. Interactive Voice Response Mobilization Project

   -- design and deploy an effective IVR self-service capability
      that is durable, usable and value creating.

F. Reorganizing and Reducing Corporate and Field Overhead

   1. identify cost-reduction opportunities in Magellan's
      network, finance, clinical and other functions; and

   2. develop a detailed, activity-based costing database to
      enable decision making around cost-reduction efforts in
      corporate and field centers.

G. Rapid Integrated Information Environment Action Plan

   Given that the Debtors' management has identified collection,
   analysis and distribution of information as one of three
   critical strategies and must have core competencies,
   Accenture will:

   1. assist the Debtors in determining the requirements and
      highest priority demands for the collection and analysis
      of information related to reducing medical costs and
      improving service to customers;

   2. assess the requirements for information against the
      status and capabilities of current systems to determine
      highest priority gaps;

   3. design the technical architecture required to support
      new requirements; and

   4. develop the project plans, costs and benefit estimates
      to establish the business case for implementation.

Accenture's compensation and reimbursement will be made according
to each Task Order.  Each Task Order has or will have separate
provisions for compensation and reimbursement.  The provisions
for compensation with respect to the existing Task Orders are:

                                                   Reimbursable
Task Order                  Professional Fees        Expenses
----------                  -----------------      ------------
Account Retention           $58,000                   $8,700

Cost of Care Payout         $360,000, plus            Actual
Reduction                   success-sharing         Expenses
                            Incentive                  

Services Center             $58,000                   $8,700
Transition Planning

Service Center              $87,000                  $13,000
Transition Launch     

IVR Mobilization            $206,000 -- with 20%     $42,000
Project                     subject to reduction
                            based on timeliness
                            and quality of work
                            performed

Reorganizing and            $150,000, plus            Actual
Reducing Corporate          success sharing         expenses
and Field Overhead          incentive)                not to
                                                      exceed
                                                     $55,000

Rapid Integrated            $190,000 -- with 16%     $35,000
Information                 subject to reduction
Environment                 based on timeliness
Action Plan                 and quality of work
                            performed

With respect to the Cost of Care Payout Reduction Task Order, in
addition to the $360,000 in fees, the Task Order provides for a
fee and risk sharing arrangement.  If Magellan incurs $5,500,000
in gross benefits as a result of Accenture's services, Accenture
will be paid an additional $370,000.  For the next $2,700,000 in
gross Magellan benefits or $8,200,000 in cumulative gross
benefits, Accenture will be paid an additional $405,000, and for
the next $2,300,000 in gross Magellan benefits or $10,500,000 in
cumulative gross benefits, Accenture will be paid an additional
$230,000.

With respect to the Reorganizing and Reducing Corporate and Field
Overhead Task Order, in the event that the savings attributable
to the task order exceed $11,700,000, Accenture will receive, in
addition to the $150,000, 10% of the savings over $11,700,000 up
to an overall cap of $500,000.  In addition, Accenture has agreed
that, with respect to the IVR Mobilization Project Task Order,
$41,000 of its professional fees will be subject to reduction if
it does not meet certain performance deadlines and provide a
certain level of quality of services.

With respect to the Rapid Integrated Information Environment
Action Plan, 16% of Accenture's professional fees will be subject
to reduction if it does not meet certain performance deadlines
and provide a certain level of quality of services.  Accenture's
fee rates pursuant to the Engagement Documents are equal to or
below Accenture's customary rates.

All of the compensation and reimbursement of expenses paid to
Accenture will be subject to final allowance in accordance with
the provisions of the Bankruptcy Code, Bankruptcy Rules, Local
Rules and orders entered in Magellan's cases.

With the Court's permission, the Debtors will pay fees and
expenses under the future Task Orders without further Court order,
as long as:

   1. each future Task Order involves terms of compensation that
      are substantially similar to the terms of the compensation
      provided in existing Task Orders; and

   2. the Debtors provide notice of the future Task Orders and
      their terms of compensation to the Office of the United
      States Trustee for the Southern District of New York,
      counsel for the statutory committee of unsecured creditors
      appointed in these cases and counsel for the agent to the
      Debtors' prepetition lenders.

However, the Debtors will seek further Court approval before
proceeding further if:

   1. the fees and expenses in connection with any individual
      future Task Order exceed $100,000; or

   2. the aggregate fees and expenses payable to Accenture with
      respect to existing and future Task Orders exceed
      $1,500,000. (Magellan Bankruptcy News, Issue No. 13:
      Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MERISTAR: Enters Energy Management Agreement with Summit Energy
---------------------------------------------------------------
MeriStar Hospitality Corporation (NYSE: MHX), one of the nation's
largest hotel real estate investment trusts (REIT), has entered
into a comprehensive energy management agreement with Summit
Energy Services.

The contract provides MeriStar with advanced analytic tools on
energy usage and purchasing and contracting services from one of
the nation's leading energy management concerns. The agreement is
expected to result in meaningful cost savings when fully
implemented by allowing MeriStar to efficiently access and utilize
electrical and natural gas energy sources.

"The objective of this new relationship is to significantly
advance our strategic energy plan by enabling us to address this
important cost element in a comprehensive fashion," said Bruce G.
Wiles, MeriStar's chief operating officer. "Energy costs are a
major expense item at our hotels, averaging 4.4 percent of revenue
last year. Over the last three years, energy costs have fluctuated
in an increasingly volatile market.

"With effective energy management, we can better monitor our needs
and manage our risk, as well as identify and take advantage of
market opportunities as they arise. The energy management tools
that Summit provides, combined with the recent addition to our
staff of Jay Thompson, vice president of engineering, will also
enable us to better implement energy conservation at our
properties."

Wiles noted that MeriStar had surveyed a number of service
providers and selected Summit, a privately held concern
headquartered in Louisville, based upon the scope and quality of
its services. "Summit has a proven record of success in this field
and manages nearly $4 billion in energy expenditures for many of
the nation's largest and most recognized companies at hundreds of
locations across North America," Wiles added.

"The lodging industry is extremely vulnerable to energy market
volatility and change," said Steve Wilhite, Summit president.
"Summit specializes in finding ways to help clients manage that
risk. Under the MeriStar agreement, we will provide a number of
services, including natural gas procurement, electric power
procurement, strategic energy planning, market analysis, risk
management, rate analysis, bill auditing and Internet reporting.
Our goal is to lower each property's energy costs through a
combination of energy discounts and facility improvements."

Arlington, Va.-based MeriStar Hospitality Corporation (S&P, B-
Corporate Credit Rating, Negative) owns 101 principally upscale,
full-service hotels in major markets and resort locations with
26,290 rooms in 25 states, the District of Columbia and Canada.
The company owns hotels under such internationally known brands as
Hilton, Sheraton, Marriott, Westin, Doubletree and Radisson. For
more information about MeriStar Hospitality Corporation, visit the
company's Web site: http://www.meristar.com  


METRIS COS: Asset Sale & New Debt Spur Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the current ratings and revised its
Rating Outlook to Stable from Negative on Metris Companies Inc.
and Direct Merchants Credit Card Bank N.A. following Metris'
announcements that it has entered into two agreements related to
an asset sale and new conduit facility.

The first agreement relates to a $590 million sale of receivables
out of DMCCB and the Metris Master Trust, Metris' primary
securitization vehicle. The sale will result in a pre-tax charge
of approximately $75-85 million to be recognized in the third-
quarter 2003. The second transaction involves a new $610 million
conduit facility, which matures on Feb. 28, 2004. This new
facility resolves one of Metris' critical deadlines to have a
replacement conduit in place by Sept. 30, 2003.

Metris' primary banking subsidiary, DMCCB, must still defease its
federally insured deposits (total deposits were $642 million at
June 30, 2003), by Sept. 30, 2003 under a directive from the
Office of the Comptroller of the Currency, the bank's primary
federal regulator. Metris is still considering options to fulfill
this requirement. A portion of the proceeds from the asset sale
will be used to further reduce the bank's federally insured
deposits. It is Fitch's opinion that an acceptable transaction
surrounding deposits is reasonable by the appointed deadline.

These actions are the primary reason for the Outlook change to
Stable. Fitch views these transactions positively in the short-run
since they resolve near-term liquidity issues raised by the
Sept. 30, 2003 deadlines, however, given the short-term nature of
the new conduit, coupled with maturities of unsecured and
securitization debt in 2004, Metris may face liquidity issues
again in the early part of 2004. Fitch believes that the longer
term success of Metris is predicated on improving the company's
overall fundamentals, particularly asset quality, which in time
should lead to funding at more competitive rates. Fitch notes that
Metris has made modest improvements in credit quality, although
loss levels remain high, and excess spread levels in the MMT are
low, albeit stabilizing.

                        Metris Companies Inc.

        -- Senior unsecured debt 'CCC';

        -- Rating Outlook Stable.

               Direct Merchants Credit Card Bank N.A.

        -- Long-term deposits 'B';

        -- Short-term deposits 'B';

        -- Rating Outlook Stable.


MIRANT CORP: Wants Go-Signal to Obtain $500-Mill. DIP Financing
---------------------------------------------------------------
Prior to the Petition Date, due to, among other reasons, a
general softness in the energy sector, the Mirant Debtors began to
face a liquidity contraction that jeopardized their ability to
meet their near term obligations under various prepetition short
and long term debt capital markets instruments and bank debt
facilities in the aggregate principal amount of approximately
$8.9 billion.  

Accordingly, commencing in July 2002 and with the assistance of
their professionals, the Debtors began developing and implementing
a strategic plan to manage the downturn in the wholesale power
industry, improve liquidity and strengthen long-term viability.  
This strategic plan was designed to restructure the Debtors'
borrowings and enable their businesses to successfully compete in
growing energy markets over the long term and involved, among
other things, the deferment of certain of its debt which would
otherwise mature prior to 2006 until 2008 -- the Prepetition
Restructuring Plan.

In furtherance of the restructuring effort, on June 2, 2003,
Mirant commenced an exchange offer relating to $950,000,000 in
aggregate principal amount of bond debt pursuant to an Offering
Circular and Disclosure Statement and Solicitation of Acceptances
of a Prepackaged Plan of Reorganization, dated June 2, 2003, as
amended.  The Prepackaged Plan set out details of a proposed
prepackaged plan of reorganization.  Accordingly, the Debtors
sought the acceptance or rejection thereof by the requisite
creditors.

Concurrently with Mirant's solicitation of acceptance of the
Prepackaged Plan, Debtor Mirant Americas Generation, LLC made a
separate exchange offer in respect of $500,000,000 in aggregate
principal amount of its bond debt.  In addition to the bond debt
to be restructured pursuant to the Exchange Offers and the
Prepackaged Plan, the Prepetition Restructuring Plan also
contemplated the restructuring of a substantial portion of the
Debtors' outstanding bank debt.

According to Robin Phelan, Esq., at Haynes and Boone LLP, in
Dallas, Texas, the Exchange Offers, the time period for
solicitation of votes in respect of the Prepackaged Plan and the
out-of-court restructuring expired at midnight on July 14, 2003.
Because they did not obtain the support of certain key creditors
with respect to the Prepetition Restructuring Plan, the Debtors
filed these Chapter 11 cases.

During the pendency of the Exchange Offers, the Debtors, with the
assistance of their professionals, sought proposals from certain
financial institutions in respect of debtor-in-possession
financing, both in connection with implementation of the
Prepackaged Plan and the commencement of traditional Chapter 11
filings.  The Debtors actively negotiated and received proposals
and ultimately commitments from two debtor-in-possession lending
sources -- the Prospective DIP Lenders -- including General
Electric Capital Corporation.

Mr. Phelan informs the Court that the Debtors had a difficult
time getting definitive terms on the DIP Financing from the
Prospective DIP Lenders.  Receipt of a formal commitment from GE
Capital was delayed by unforeseen administrative matters, which
arose shortly before the Petition Date.  To ensure that the
Debtors would enter Chapter 11 with a binding commitment from at
least one DIP financing source, the Debtors reinitiated
discussions with the other Prospective DIP Lender.  The Debtors
subsequently received a formal binding commitment from GE Capital
shortly after the commencement of these cases.

Given this intense activity and their strong liquidity position
during this initial period in the form of unencumbered cash on
hand, the Debtors did not require immediate access to or approval
of a DIP financing facility.  Accordingly, the Debtors determined
to approach further negotiations with the Prospective DIP Lenders
with a view to ensuring that the Debtors received the best terms
available in light of the circumstances.  After a series of
meetings and negotiations with each of the Prospective DIP
Lenders, due consideration of the terms and the initial drafts of
the credit agreements provided by each of the Prospective DIP
Lenders, the Debtors determined to proceed with GE Capital.

After further extensive negotiations with GE Capital, Mr. Phelan
tells Judge Lynn that on September 5, 2003, GE Capital and the
Debtors reached a mutually acceptable documentation of the DIP
Facility, including a credit agreement.

The salient terms of the DIP Facility Agreement are:

   (a) Borrowers:  Each of the Debtors in these Chapter 11
       cases, other than the New Debtors;

   (b) Agent:  GE Capital;

   (c) Lead Arranger:  GE Capital Markets Group, Inc.;

   (d) Lenders:  GE Capital and other lenders acceptable to
       Agent;

   (e) DIP Facility: A non-amortizing revolving credit facility
       in an aggregate principal amount of up to $500,000,000
       -- the Commitment -- to be available by way of (1)
       Revolving Credit Advances, and (2) the issuance of
       Letters of Credit up to the amount of the L/C Sublimit
       upon satisfaction of all conditions precedent and up to
       the Commitment Termination Date;

   (f) Availability:  The availability of the DIP Facility will
       be the lesser of (i) the maximum amount of the
       Commitment, or (ii) the Borrowing Base, in each case,
       less the sum of (x) the aggregate amount of the Revolving
       Credit Advances and (y) the aggregate amount of
       obligations under Letters of Credit issued on behalf of
       the Borrowers.  The Borrowing Base is the aggregate of
       (1) 100% of the aggregate orderly liquidation value of
       Eligible Mortgaged Property and (2) 100% of the aggregate
       Eligible Pledged Value of the Eligible Pledged Entities,
       in each case, as such liquidation values are determined
       by criteria set out in the DIP Facility Agreement, less
       any Reserves -- but without duplication.

       The Agent has the right to establish, modify or eliminate
       Reserves against the Eligible Mortgaged Property and
       Eligible Pledged Entities, in accordance with the terms
       of the DIP Facility Agreement;

   (f) Letters of Credit:  Any available portion of the DIP
       Facility may be used for the issuance of Letters of
       Credit not to exceed the lesser of: (i) the maximum
       amount of the Commitment and (ii) the Borrowing Base, in
       each case, less the aggregate outstanding principal
       balance of the Revolving Loans -- the lesser amount being
       the L/C Sublimit;

   (g) Closing Date:  The closing date will occur upon
       satisfaction of agreed documentary and other conditions
       precedent including the entry by the Bankruptcy Court of
       a final order approving the terms of the DIP Facility;

   (h) Commitment Termination Date:  The earlier of:

       -- September [__] 2005,

       -- the termination date of the Lenders' commitments to
          make Revolving Credit Advances or to issue Letters of
          Credit after the exercise by the Lenders of its
          remedies or the acceleration of all outstanding
          Revolving Loans after the occurrence of an Event of
          Default,

       -- the date of indefeasible payment in full by the
          Borrowers of all Revolving Loans, or the return or
          cash collateralization in full (as applicable) of all
          Letters of Credit and the permanent reduction of the
          Commitment to $0,

       -- the date on which any Liens securing any outstanding
          obligations or payments to the Agent and Lenders are
          set aside or avoided or the claims thereunder are
          disallowed in any manner, and

       -- the effective date of a confirmed plan of  
          reorganization in the Debtors' Chapter 11 cases;

   (i) Use of Proceeds:  Proceeds of the Revolving Credit
       Advances and the issuance of Letters of Credit may be
       used solely to (i) provide financing for working capital
       and other general corporate purposes of the Borrowers,
       including the funding of postpetition operating expenses
       and restructuring expenses incurred in the administration
       of these Chapter 11 cases and other purposes not in
       contravention of law or the DIP Facility Agreement and as
       approved by the Bankruptcy Court and (ii) so long as no
       Event of Default has occurred, to pay for agreed
       prepetition indebtedness and other obligations permitted
       by the terms of the DIP Facility Agreement;

   (j) Interest:  At the Borrowers' option, at either (i) a
       floating rate equal to the Index Rate plus the Applicable
       Revolver Index Margin or (ii) 1, 2, 3 or 6-month reserve-
       adjusted LIBOR plus the Applicable Revolver LIBOR Margin;

   (k) Letter of Credit Fees:  A Letter of Credit Fee equal to
       the Applicable L/C Margin on the face amount of Letters
       of Credit, payable to Agent monthly in arrears, plus a
       fronting fee payable to, and any out-of-pocket charges
       assessed by, the Issuing Bank;

   (l) Unused Line Fees:  An Unused Line Fee equal to the
       Applicable Unused Line Fee Margin on the average unused
       daily balance of the DIP Facility, payable to Agent;

   (m) Applicable Margins:  These applicable margins will apply
       so long as any Revolving Loans remains outstanding under
       the DIP Facility:

          Applicable Revolver Index Margin       2.50%
          Applicable Revolver LIBOR Margin       3.50%
          Applicable L/C Margin                  3.50%
          Applicable Unused Line Fee Margin      0.75%

   (n) Other fees and expenses:  The Borrowers are obliged to
       pay these fees and expenses:

       (1) An Administrative Fee of $250,000 per annum for the
           sole account of GE Capital, payable in advance on the
           Closing Date and, if applicable, annually in advance
           thereafter;

       (2) A Commitment Fee of $5,000,000, of which $625,000 was
           paid upon execution of the Proposal Letter and the
           balance was paid upon execution of the Commitment
           Letter;

       (3) An Expense Deposit of $125,000 to be applied towards
           payment of the Expenses, which was paid on execution
           of the Proposal Letter.  The Expense Deposit was
           increased to $500,000 upon execution of the
           Commitment Letter and $125,000 of this amount was
           used to increase the Underwriting Deposit.  On
           August 27, 2003, the Bankruptcy Court approved the
           payment by the Debtors of additional fees and expenses
           of the Agent, including field examination fees, in
           excess of the Expense Deposit;

       (4) An Underwriting Deposit of $500,000, which was paid on
           execution of the Proposal Letter and which was
           increased to $625,000 on the execution of the
           Commitment Letter; and

       (5) A Closing Fee of 3.0% of the DIP Facility due and
           payable on the Closing Date.  The Borrowers will
           receive a credit against the Closing Fee in an amount
           equal to the sum of the Commitment Fee, any unused
           Expense Deposit and the Underwriting Deposit.

       If the Borrowers or any successor companies enter into
       a credit facility with Agent upon exit from these Chapter
       11 cases on or prior to the first anniversary of the
       Petition Date, wherein the Agent is the Administrative
       Agent of the Exit Facility, then 33% of the Closing Fee
       paid will be credited towards any closing fee payable in
       respect of the Exit Facility.

       Each Borrower will jointly and severally pay to the Agent
       and the Lead Arranger (i) the reasonable out-of-pocket
       legal fees and expenses incurred in connection with the
       DIP Facility, (ii) a field examination fee of $750 per-
       person per-diem and (iii) reasonable documented out-of-
       pocket expenses in connection with the conduct of GE
       Capital's field audit and the evaluation and
       documentation of the DIP Facility;

   (o) Default Rates:  Interest and the Letter of Credit Fees
       will be increased to 2% per annum above the rate or
       Letter of Credit Fee during the continuance of an Event
       of Default;

   (p) Priority:  The obligations due under the DIP Facility will
       at all times, constitute a Superpriority Claim in each of
       the Borrowers' Chapter 11 cases, having priority over all
       administrative expenses of the kind specified in Sections
       503(b) or 507(b) of the Bankruptcy Code, subject only to
       the Carve-Out;

   (q) Security:  To secure all obligations of Borrowers under
       the DIP Facility, the Borrowers will grant in favor of the
       Agent, on behalf of itself and Lenders, a security
       interest in all the assets of the Borrowers as Collateral:

       (1) a legal, valid, perfected and enforceable security
           interest in all right, title and interest of the
           Borrowers in the Collateral;

       (2) pursuant to Section 364(c)(2) of the Bankruptcy Code,
           a first priority perfected security interest in all
           of the Collateral that is not encumbered by Liens in
           favor of any other person, subject only to Permitted
           Liens and the Carve-Out; and

       (3) pursuant to Section 364(c)(3) of the Bankruptcy Code,
           a fully perfected security interest in all of the
           Collateral encumbered on the Petition Date, subject
           only to Filing Date Liens, Permitted Liens and the
           Carve-Out.

       The Collateral will include liens on the Eligible
       Mortgaged Properties and the Eligible Pledged Entities
       and will be free and clear of other liens, claims, and
       encumbrances;

   (r) Carve-Out:  Includes:

       (1) allowed unpaid fees and expenses payable under
           Sections 330 and 331 of the Bankruptcy Code to
           Professional persons retained pursuant to orders of
           the Bankruptcy Court by the Borrowers and the
           Creditors' Committees;

       (2) reimbursement of expenses incurred by the members of
           the Creditors' Committees in the performance of their
           duties that are allowed by the Bankruptcy Court; and

       (3) payment of fees pursuant to Sections 1930 of the
           Judiciary Code and to the clerk of the Bankruptcy
           Court, subject to certain limitations.

       Provided that no Event of Default has occurred or is
       continuing, the Borrowers will be permitted to pay
       compensation and reimbursement of expenses allowed and
       payable under Sections 330 and 331 of the Bankruptcy
       Code or any order of the Bankruptcy Court governing
       procedures for interim compensation and reimbursement of
       expenses of professionals and the payment of the same
       will not reduce the Carve-Out.  The Carve-Out is limited
       to $10,000,000 in aggregate; and

   (s) Indemnification:  Each Borrower agrees to indemnify and
       hold harmless, and provide limitations of liability to
       the Agent, the Lead Arranger, the Lenders, each of their
       affiliates and each of their officers, directors,
       employees, attorneys, agents and representatives, in
       connection with these Chapter 11 cases, the extension,
       suspension, termination and administration of the DIP
       Facility, other than to the extent the liability arises by
       reason of the Indemnified Person's gross negligence or
       willful misconduct.

Mr. Phelan relates that the Debtors possess approximately
$855,000,000 of unencumbered cash -- with non-debtor affiliates
possessing approximately $250,000,000 of additional unencumbered
cash.  Notwithstanding these cash resources, the working capital
and letter of credit facility to be provided pursuant to the DIP
Facility Agreement is critical to the Debtors' continued
existence as a going concern.  Based on past and projected
operations, the Debtors require the ability to access a letter of
credit facility to support their trading operations and vendor
contracts, especially at this critical juncture when the Debtors
must continue to service and re-establish the confidence of their
trading counterparties, vendors and employees and assure them
that the Debtors' businesses will remain viable despite these
Chapter 11 filings.  Consequently, postpetition financing in the
form of the DIP Facility Agreement will be necessary
to provide such collateral support.

Furthermore, Mr. Phelan contends that the proposed DIP Facility
should be authorized because:

   (a) the availability of a postpetition credit line gives the
       Debtors' trading counterparties, vendors and employees
       confidence that the Debtors will be able to continue
       operating as a going concern;

   (b) the GE Capital proposal offered more flexibility and
       overall more favorable terms;

   (c) since GE Capital is not a prepetition lender to the
       Debtors, its role in these cases will be substantially
       limited to protecting its interests as a DIP Lender;

   (d) after the Debtors' evaluation of comparable DIP loans,
       the interest rates and fees appear to be consistent with
       or better than the existing market for DIP loans; and

   (e) the terms were negotiated in good faith and at arm's
       length over the course of several weeks. (Mirant Bankruptcy
       News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


NAHIGIAN BROTHERS: UST Sets Section 341(a) Meeting for October 9
----------------------------------------------------------------
The United States Trustee will convene a meeting of Nahigian
Brothers Galleries Incorporated's creditors on October 9, 2003,
1:30 p.m., at 227 W Monroe Street, Room 3330, Chicago, Illinois
60606. This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

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


NDCHEALTH: Will Publish Fiscal First Quarter Result on October 1
----------------------------------------------------------------
NDCHealth Corporation (NYSE: NDC) will release financial results
for its fiscal first quarter ended August 29, 2003 after the
market closes on Wednesday, October 1, 2003. Management will host
a conference call to discuss these results with analysts and
investors beginning at 10:00 a.m. ET on Thursday, October 2, 2003.

The dial in number for the call is 888-276-9995 (conference ID
code 699394).  The conference call can also be accessed on the
internet by going to http://webmeeting.att.com.  When prompted,  
enter meeting number 5114686455 and participant code 254084.

A replay of the conference call will be available through 11:59
p.m. Eastern time on Friday, October 17, 2003, and can be accessed
by dialing 800-475-6701 and entering ID code 699394.  You can also
listen to the archived webcast at http://webmeeting.att.com  
(meeting number 5114686455, participant code 254084).

NDCHealth (S&P, BB- Corporate Credit Rating, Stable) is a leading
provider of health information solutions to pharmacy, hospital,
physician, pharmaceutical and payer business.


NEXTEL COMMS: Offering 7.375% Senior Serial Redeemable Notes
------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ: NXTL) is offering $1 billion
of 7.375% Senior Serial Redeemable Notes due 2015 in a public
offering, with an offering price of 101% of the principal amount
thereof.

The Company expects to use the net proceeds from the offering for
general corporate purposes.

Nextel Communications (S&P, BB- Corporate Credit Rating, Stable),
a Fortune 300 company based in Reston, Va., provides fully
integrated wireless communications services across the United
States through its all-digital wireless network.


NUCENTRIX BROADBAND: UST Will Meet with Creditors on October 14
---------------------------------------------------------------
The United States Trustee will convene a meeting of Nucentrix
Broadband Networks, Inc., and its debtor-affiliates' creditors on
October 14, 2003, 2:00 p.m., at Office of the U.S. Trustee, 1100
Commerce Street, Room 976, Dallas, Texas 75242. This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

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


N-VIRO INT'L: Liquidity Issues Raise Going Concern Uncertainty
--------------------------------------------------------------
N-Viro International Inc. was incorporated in April, 1993, and
became a public company on October 12,  1993.  The  Company's  
business strategy is to market the N-Viro Process, which produces
an "exceptional quality" sludge product as defined in the Section
503 Sludge Regulations under the Clean Water Act of 1987, with
multiple commercial uses.  To date, the Company's revenues
primarily have been derived from the licensing of the N-Viro
Process to treat and recycle wastewater sludge generated by
municipal wastewater treatment plants and from the sale to
licensees of the alkaline admixture used in the N-Viro Process.  
The Company has also operated N-Viro facilities for third parties
on a start-up basis and currently operates  one N-Viro facility on
a contract management basis.

Total revenues were $1,408,000 for the quarter ended June 30, 2003
compared to $1,240,000 for the same period of 2002. The net
increase in revenue is due primarily to an increase in the
management of alkaline admixture. The Company's cost of revenues
increased to $1,062,000 in 2003 from $878,000 for the same
period in 2002, and the gross profit percentage decreased to 25%
from 29% for the quarters ended June 30, 2003 and 2002,
respectively. The decrease in gross profit percentage was the net
result of an increase in costs on purchasing the alkaline
admixture used in the process, offset by a decrease in costs to
start up the soil blending operation, started in May, 2002.
Operating expenses increased for the comparative period, while the
Company's share of the income of a joint venture, the Company's
interest in Florida N-Viro, L.P., decreased for the same period of
2003. These changes collectively resulted in a net loss of
approximately $385,000 for the quarter ended June 30, 2003
compared to a net loss of $126,000 for the same  period in 2002.

The Company had a working capital deficit of $1,399,000 at
June 30, 2003, compared to a working capital  deficit of
$1,040,000 at December 31, 2002, a decrease in working capital of
$359,000.  Current assets at June 30, 2003 included cash and
investments of $33,000, which is a decrease of $372,000 from
December 31,  2002. This decrease in cash and investments was the
result of the Company closing on an $845,000 credit facility with
a local bank, and redeeming its $400,000 certificate of deposit in
the transaction. The decrease in working capital was principally
due to the Credit Facility obtained which assisted in refinancing
existing short-term debt to long-term, but offset by the operating
loss for the six month  period.

In February 2003 the Company closed on an $845,000 credit facility
with a local bank.  This senior debt credit facility is comprised
of a $295,000 four year term note at 7.5% and a line of credit up
to $550,000 at Prime plus 1 % and secured by a first lien on all
assets of the Company.  The Company will use the funds to
refinance existing debt and to provide working capital.
Previously, the Company had a $750,000 line of credit with another
financial institution, secured by a $400,000 restricted
Certificate of Deposit, required and held by this financial
institution.  Effectively, the former line of credit provided only
$350,000 of additional working capital.  The effective increase in
the line will provide the Company with additional working capital,
and the debt refinance will provide lower cost and longer term
debt, improving cash flow.  To secure the credit facility, the
Company was required by the financial institution to obtain  
Additional Collateral of $100,000 from a real estate mortgage from
a third  party.  Messrs. J. Patrick  Nicholson, the Chairman of
the Board and Consultant to the Company; Michael G. Nicholson, the
Company's Chief Operating Officer and a Director; Robert F.
Nicholson, a Company employee, and Timothy J. Nicholson,  a
Company employee,  collectively provided the $100,000 Additional
Collateral.  In exchange for their commitment, the Company has
agreed to provide the Nicholsons the following: (1) an annual fee
in an amount  equal to two percent (2%) of the aggregate value of
the Mortgage or Mortgages encumbering the Additional Collateral,
which fee originally shall be $2,000.00 per annum;  (2) interest
at an annual rate of 5% of the aggregate value of the Mortgage or
Mortgages encumbering the Additional Collateral beginning on the
first anniversary date of the closing of the Credit Facility, and  
(3) grant, jointly, a warrant to acquire in the aggregate, 50,000
shares of the Company's voting common stock at a purchase price of
$0.90 per share, which was the closing market price of the
Company's common stock on the prior business day to the closing of
the Credit Facility.  In addition, the Company granted to the
Nicholsons a lien upon the Company's inventory and accounts
receivable. This lien is subordinated to both existing liens on
the Company's assets and all liens granted by the Company in favor
of the financial institution providing the Credit Facility.

The Company is in violation of financial covenants contained in
the agreement, concerning the maintenance of both a tangible net
worth amount and positive debt service coverage ratio for the
period, of which requires positive earnings. The Company's bank
waived this violation in light of the Company's net loss for the
six  months ended June 30, 2003.

The Company is currently actively pursuing sale of its investment
in Florida N-Viro, LP, which may provide, in management's opinion,
additional funds to finance the Company's cash requirements.  
Because these efforts are still in progress, there can be no
assurance the Company will successfully complete these
negotiations.

Notwithstanding the above, the Company has in the past and
continues to sustain net and operating losses.  In addition, the
Company has used substantial amounts of working capital in its
operations which has reduced its liquidity to a low level.  These
matters raise substantial doubt about the Company's ability to  
continue as a going concern.


OM GROUP: Will Publish Third Quarter 2003 Results on October 30
---------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) will release third quarter 2003
earnings before the market opens on Thursday, October 30, 2003.
The earnings release will be available at the Company's Web site
at http://www.omgi.com

The conference call and live audio broadcast on the web will begin
at 10:00 a.m. (ET). The Company recommends visiting the web site
at least 15 minutes prior to the Webcast to download and install
any necessary software. Also, a Webcast audio replay will be
available commencing from 12:00 pm, October 30th through 12 pm,
November 4th, under Webcast. To access the Webcast simply log on
to: http://www.omgi.com/investorrelations/webcasts.htm  

OM Group, Inc. (S&P, B+ Corporate Credit Rating, Stable) is a
leading, vertically integrated international producer and marketer
of value-added, metal-based specialty chemicals and related
materials. Headquartered in Cleveland, Ohio, OM Group operates
manufacturing facilities in the Americas, Europe, Asia, Africa and
Australia. For more information on OM Group, visit the Company's
Web site at http://www.omgi.com


ON SEMICONDUCTOR: Caps Price of Common Stock Public Offering
------------------------------------------------------------
ON Semiconductor (Nasdaq: ONNN) has priced a common stock offering
of 34.8 million shares at a public offering price of $4.50 per
share that will result in gross proceeds to ON Semiconductor of
approximately $157 million.

The common stock will be issued by ON Semiconductor under its
existing shelf registration statement on file with the Securities
and Exchange Commission. The common stock is expected to be issued
on Tuesday, Sept. 23, 2003, subject to customary closing
conditions.

In connection with the offering, ON Semiconductor granted the
underwriters an option for a period of 30 days from the initial
offering to purchase up to an additional 5.2 million shares of
common stock to cover overallotments, if any. If exercised in
full, these overallotment shares would amount to approximately $23
million in additional gross proceeds to ON Semiconductor. ON
Semiconductor plans to use the net proceeds of the offering to
prepay a portion of the loans outstanding under its senior bank
facilities.

Morgan Stanley & Co. Inc. and J.P. Morgan Securities Inc. are
serving as joint bookrunning managers for the offering. Copies of
the prospectus related to the common stock offering may be
obtained from Morgan Stanley & Co. Inc., 1585 Broadway, New York,
NY 10036 or from J.P. Morgan Securities Inc., 277 Park Avenue, New
York, NY 10172.

The common stock offering may be made only by means of a
prospectus and related prospectus supplement, copies of which may
be obtained by contacting Morgan Stanley or JPMorgan as indicated
in this news release.

ON Semiconductor -- whose July 4, 2003 balance sheet shows a total
shareholders' equity deficit of about $750 million -- offers an
extensive portfolio of power- and data-management semiconductors
and standard semiconductor components that address the design
needs of today's sophisticated electronic products, appliances and
automobiles. For more information, visit ON Semiconductor's Web
site at http://www.onsemi.com  


PG&E CORP: CEO Glynn Says Company "On Clear Path to Stability"
--------------------------------------------------------------
In remarks to investors and analysts Wednesday at the Merrill
Lynch 2003 Power & Gas Leaders Conference, Robert D. Glynn, Jr.,
Chairman, CEO and President of PG&E Corporation (NYSE: PCG) said
the company is "on a clear path to stability and increased
financial performance."

Glynn outlined the recent proposed settlement agreement to resolve
Pacific Gas and Electric Company's Chapter 11 case, including
elements of the proposed settlement that would strengthen the
utility's financial health. These elements include investment-
grade credit ratings for Pacific Gas and Electric Company, an
authorized return on equity of 11.22 percent, and the
establishment of a $2.21 billion after-tax "regulatory asset,"
which would be included in the utility's rate base.

"The proposed settlement agreement and a new plan of
reorganization are proceeding on schedule through approval
processes at the California Public Utilities Commission and in the
bankruptcy court," said Glynn. "We believe the agreement is on
track to achieve the first quarter 2004 target for the utility's
exit from Chapter 11."

Glynn also cited recent progress toward a more stable regulatory
environment in California, including a proposed 2003 General Rate
Case (GRC) settlement submitted this week for approval at the
California Public Utilities Commission (CPUC). The proposed
settlement was entered into by Pacific Gas and Electric Company,
the CPUC's Office of Ratepayer Advocates, The Utility Reform
Network and other stakeholders. The proposed GRC settlement would
provide revenues that would allow the utility the opportunity to
earn its authorized return on equity, and would provide a
mechanism for timely and predictable revenue adjustments in 2004,
2005 and 2006 to cover costs associated with ratebase growth and
inflation.

Glynn reaffirmed the company's previously issued earnings guidance
for 2003 and 2004, and he reiterated the company's aspiration to
pay dividends in the latter part of 2005.

A webcast replay of Glynn's presentation is available on the PG&E
Corporation Web site at http://www.pgecorp.com  


PG&E NATIONAL: Court OKs Charles River as Litigation Consultants
----------------------------------------------------------------
The PG&E National Energy Group Debtors obtained the Court's final
approval to employ Charles River Associates as Litigation
Consultants to provide, in particular, economic and financial
analysis of gas and electric markets and its impact on the
operation and value of the Debtors' assets.  Charles River will
render support and expert testimony in connection with litigation
of various tolling agreements.  

The Debtors will compensate Charles River on an hourly basis, and
reimburse actual and necessary expenses incurred.  Charles
River's standard hourly billing rates are:

            Vice Presidents               $400 - 800
            Principals                     350 - 500
            Associate Principals           325 - 400
            Senior Associates              250 - 400
            Consulting Associates          200 - 300
            Analysts and Associates        150 - 275
            Support Staff                   95
(PG&E National Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PHOTOCHANNEL: Pursuing Business Opportunities with New Financing
----------------------------------------------------------------
PhotoChannel Networks Inc. (TSX-VEN: PNI), a global digital
imaging network company, provides the following Corporate Update.

"Partnering with Canada's largest photofinishing retailers - Wal-
Mart Canada, Loblaw Companies Limited and Black Photo Corp. - has
made the PhotoChannel Network the dominant online imaging service
in Canada," stated Peter Scarth, PhotoChannel CEO. "With the
recently closed $2.7 million financing, PhotoChannel is now
positioned to aggressively pursue its identified business
opportunities in the United States and International
marketplaces."

                         Financial Update

- All common share purchase warrants have been exercised and a
  portion of those funds were used to settle with the Company's
  largest trade creditors at significant discounts;

- The non-brokered financings in the amount of $2.765 million will
  be used to further reduce the Company's liabilities and makes
  the Company working capital positive. The net funds will be
  primarily used to expand the Company's sales and marketing
  efforts in the United States and provides the Company with
  sufficient funds for operations and expansion during the next 18
  months;

- The Company is confident that it will be profitable in its next
  fiscal year;

- The Company sees no further financings necessary to implement
  the current business plan and no stock consolidation is
  anticipated.

               New Customers, Products and Services

- In the last quarter, over 600 new photo retailer locations were
  added including Uniprix, Fotoclik, IGA (Quebec), and Brunet;

- PhotoChannel now delivers the online photo services and systems
  for retailers representing over 65% of the Canadian
  photofinishing marketplace;

- Other major deliverables in the last quarter include:

1. PhotoChannel Prepaid Solution launched for both Black's and
   Loblaw's where Prepaid Cards can be purchased in-store or
   online.

2. Complete redesign of the Loblaw's PhotoLab.ca site with new
   multi-uploader features;

3. Improved retailer to customer communications;

4. Improved reporting tools for retailers accounting and reporting
   systems.

Founded in 1995, PhotoChannel -- whose June 30, 2003 balance sheet
shows a net capital deficit of about CDN$2.6 million -- is a
leading digital imaging technology provider for a wide variety of
businesses including photofinishing retailers,
professional/commercial photo processing labs, image content
owners and targeted portal services. PhotoChannel has created and
manages the open standard PhotoChannel Network environment whose
focus is delivering digital image orders from capture to
fulfillment under the control of the originating PhotoChannel
Network partner. There are now over 1700 retail locations
accepting print orders from the PhotoChannel system. For more
information visit http://www.photochannel.com  


POPE & TALBOT: Reports Pulp Price Increase Effective October 1
--------------------------------------------------------------
Pope & Talbot, Inc. announced a pulp price increase resulting from
recovering supply/demand fundamentals in the pulp industry.  The
$30 per metric ton price increase will be effective October 1,
2003 for all pulp grades and will remain effective until further
notice.  The new list prices for Pope & Talbot's NBSK pulp will
be US$560 per metric ton in Europe and US$580 per metric ton in
North America.

Pope & Talbot (S&P, BB Corporate Credit Rating, Negative) produces
NBSK pulp from its three mills located in Halsey, Oregon; Nanaimo,
British Columbia; and Mackenzie, British Columbia.  The Company is
based in Portland, Oregon and trades on the New York and Pacific
stock exchanges under the symbol POP.  Pope & Talbot was founded
in 1849 and also produces softwood lumber at mills in the U.S. and
Canada.  Markets for the Company's products include:  the U.S.;
Europe; Canada; South America; Japan; and the other Pacific Rim
countries.  For more information on Pope & Talbot, Inc., please
check the Web site: http://www.poptal.com


PROVIDIAN FINANCIAL: Will Present at Morgan Stanley Conference
--------------------------------------------------------------
Providian Financial Corporation (NYSE: PVN) announced an upcoming
investor presentation at which it will discuss recent business
performance and initiatives.

On Wednesday, September 24, 2003, the Company is scheduled to make
an investor presentation at the Morgan Stanley 2003 Convertible
Conference at 10:30 am EDT. Anthony Vuoto, Vice Chairman and Chief
Financial Officer, will deliver the presentation.

A live audio-webcast of the presentation will be available on the
Investor Relations page of Providian's Web site at
http://www.providian.com Those interested in listening to the  
live call should go to the web site at least 15 minutes before the
start of the call to register and download any necessary software.

San Francisco-based Providian Financial --
http://www.providian.com-- is a leading provider of credit cards  
and deposit products to customers throughout the U.S. By combining
experience, analysis, technology, and outstanding customer
service, Providian seeks to build long-lasting relationships with
its customers by providing products and services that meet their
evolving financial needs.

                        *     *     *

As previously reported, Moody's Investors Service confirmed the
ratings of Providian Financial Corporation and its unit
Providian National Bank.

Outlook is stable.

                     Ratings Confirmed:

    * Providian Financial Corporation

       - senior unsecured debt rating of B2.

    * Providian Capital I

       - the preferred stock rating of Caa1.

    * Providian National Bank

       - bank rating for long-term deposits of Ba2

       - ratings on senior bank notes and other senior long-term
         obligations of Ba3;

       - issuer rating of Ba3;

       - subordinated bank notes rating of B1, and

       - bank financial strength rating of D.

The ratings confirmation reflects the numerous measures the
company has taken just to strengthen its financial position,
including portfolio sales, facility closings, and the
implementation of conservative underwriting and marketing plans.


RESIDENTIAL ACCREDIT: Fitch Ups & Affirms Various Note Ratings
--------------------------------------------------------------
Fitch Ratings has upgraded 24 classes and affirmed 84 classes for
the following Residential Accredit Loans, Inc. mortgage-pass
through certificates:

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS1

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AAA' from 'AA-';

        -- Class B-1 upgraded to 'A+' from 'BBB';

        -- Class B-2 affirmed at 'BB'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS2

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AA+' from 'AA';

        -- Class B-1 affirmed at 'A+';

        -- Class B-2 affirmed at 'BB+'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS3

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 affirmed at 'AA+';

        -- Class B-1 affirmed at 'A';

        -- Class B-2 upgraded to 'BB' from 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS4

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AAA' from 'AA';

        -- Class B-1 affirmed at 'A+';

        -- Class B-2 affirmed at 'BB+'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS6

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 upgraded to 'AAA' from 'AA+';

        -- Class M-3 upgraded to 'AAA' from 'A';

        -- Class B-1 upgraded to 'BBB+' from 'BB';

        -- Class B-2 upgraded to 'BB+' from 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS8

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 affirmed at 'A+';

        -- Class B-1 affirmed at 'BBB';

        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS9

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AA+' from 'A+';

        -- Class B-1 affirmed at 'BBB';

        -- Class B-2 affirmed at 'BB'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS10

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AA+' from 'AA';

        -- Class B-1 affirmed at 'BBB';

        -- Class B-2 affirmed at 'BB'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS11

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 affirmed at 'AAA';

        -- Class B-1 upgraded to 'AAA' from 'AA';

        -- Class B-2 affirmed at 'A-'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS12

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AAA' from 'AA-';

        -- Class B-1 affirmed at 'BBB';

        -- Class B-2 affirmed at 'BB-'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS13

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AAA' from 'AA-';

        -- Class B-1 affirmed at 'BBB';

        -- Class B-2 affirmed at 'BB-'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1998-QS1

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 affirmed at 'A+';

        -- Class B-1 affirmed at 'BBB';

        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc. mortgage asset-backed pass-
through certificates, series 1998-QS3

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AAA' from 'AA+';

        -- Class B-1 affirmed at 'A';

        -- Class B-2 affirmed at 'BB+';

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1998-QS5

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 upgraded to 'AAA' from 'AA+';

        -- Class M-3 upgraded to 'AA' from 'A';

        -- Class B-1 affirmed at 'BB';

        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc. mortgage asset-backed pass-
through certificates, series 1998-QS6

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 upgraded to 'AAA' from 'AA+';

        -- Class M-3 upgraded to 'AAA' from 'A+';

        -- Class B-1 affirmed at 'BBB';

        -- Class B-2 affirmed at 'BB'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1998-QS7

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AA+';

        -- Class M-3 affirmed at 'A+';

        -- Class B-1 affirmed at 'BB';

        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc. mortgage asset-backed pass-
through certificates, series 1998-QS8

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 affirmed at 'AAA';

        -- Class M-3 upgraded to 'AA+' from 'AA';

        -- Class B-1 upgraded to 'A' from 'BBB+';

        -- Class B-2 affirmed at 'BB'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1998-QS9

        -- Class A affirmed at 'AAA';

        -- Class M-1 affirmed at 'AAA';

        -- Class M-2 upgraded to 'AAA' from 'AA+';

        -- Class M-3 upgraded to 'AA' from 'A-';

        -- Class B-1 upgraded to 'BBB-' from 'BB';

        -- Class B-2 affirmed at 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


R.J. REYNOLDS: Initiates Workout Plan and Workforce Reduction
-------------------------------------------------------------
R.J. Reynolds Tobacco Holdings, Inc. (NYSE: RJR) announced a
restructuring charge in conjunction with comprehensive changes in
R.J. Reynolds Tobacco Company's strategies and cost structure.

"Reynolds Tobacco is fundamentally changing the way it operates
its business in order to deliver profit growth," said Andrew J.
Schindler, chairman and CEO of RJR. "The company's brand portfolio
strategy will focus investment behind premium brands with the
highest growth potential. In addition, Reynolds Tobacco is
targeting a $1 billion reduction in its cost structure by year-end
2005. We have begun implementing $800 million of annualized
savings, including a 40 percent reduction in our workforce."

In conjunction with this, RJR will incur a restructuring charge of
approximately $340 million in the third quarter, primarily
associated with the workforce reduction. RJR is revising its full-
year earnings guidance to reflect this charge, which is partially
offset by cost savings in 2003.

Schindler said, "Given the continuing challenges in the domestic
market, it's critical that we position ourselves for future profit
growth. Volume declines and lower margins led us to conduct a
comprehensive business review over the past several months. We
concluded that the company needed to more sharply focus its brand
investment strategy and reduce its cost structure."
Marketplace Approach

Reynolds Tobacco's brand-portfolio strategy will focus on
delivering improved profitability through greater emphasis on its
premium brands with the highest growth potential. Previously, the
company's strategy was to stabilize and grow share of market on
its four investment brands (Camel, Winston, Salem and Doral).
Going forward, marketing investment will be primarily focused on
Camel and Salem to achieve market-share and profit growth. RJRT
will make more limited investments in its two other key brands,
Winston and Doral, to optimize profitability on those brands.

The company's top priority is to maintain the growth momentum on
its Camel brand, which has been growing since 1987. Camel is
performing well in key growth segments of the U.S. cigarette
market. Camel's growth is driven by its strong positioning,
innovative marketing and highly differentiated product line.

The second investment priority is positioning the Salem brand for
growth. Reynolds Tobacco believes there is significant potential
for Salem in the menthol category, which accounts for 26 percent
of the U.S. cigarette market. Salem launched a repositioning in
April. It includes a new "Stir the Senses" campaign, and a
distinctive range of product choices, including Green Label, Black
Label, and limited availability of Silver Label styles. Share-of-
market results and consumer response since April have exceeded the
company's expectations.

Lynn J. Beasley, president and chief operating officer of Reynolds
Tobacco, said, "As the company's two growth brands, Camel and
Salem offer a powerful and complementary share and profit growth
opportunity for the future. This combination gives RJRT a single
brand focus in both the non-menthol and menthol categories."

On Winston and Doral, a new limited investment strategy will
emphasize profitability, Beasley said. "Both brands have strong
equity, consumer awareness, and regional strengths. We will seek
to leverage these strengths with targeted equity investments and
competitive pricing levels."

The company also continues to be committed to the development and
introduction of products with the potential for risk reduction,
Beasley said. Eclipse was introduced in additional selected retail
outlets nationally in June, and RJRT will be evaluating its
performance over the next year.

Beasley added, "The company's revised strategy for its lower-
priced discount brands - private label, Monarch and Best Value -
will be to focus on those accounts where the brands provide the
greatest strategic value and profit return. As a result, we expect
share of market declines on these brands, but enhanced
profitability."

                    Marketing and Sales Support

Reynolds Tobacco also said that its marketing and sales programs
have been re-engineered to gain efficiencies while maintaining
effectiveness in the marketplace. Seeking a competitive edge with
innovative and creative programs will continue to be part of the
company's marketing strategy, but tactics are being modified to
significantly reduce costs. Changes in the company's sales
programs focus resources on the new brand priorities, and align
costs to compete more effectively within the cigarette category.

"Key elements of the marketing programs for Camel and Salem will
be communication of brand positioning, event marketing, and
product and packaging differentiation," said Beasley. "Equity
support for Winston and Doral will be focused on achieving
marketplace presence and maintaining relevance among adult
smokers."

In order to effectively balance profitability and share, the
company is revamping its promotion tactics. RJRT will gain
efficiencies and reallocate promotional spending by reducing free-
product promotions, tailoring retail discounting geographically
and by brand, and expanding direct-mail support. In addition, RJRT
will conduct ongoing testing of alternative discounting levels by
brand to determine optimal price points.

Beasley also said that sales programs will continue to ensure
effective price and promotion execution, product availability, and
brand presence. "This year, we have already made modifications to
our sales programs to reduce costs and gain efficiencies. We
changed our returned goods policy, revised our retail and
wholesale programs, and ceased supplying retail fixtures to the
trade. We will be making additional changes in retail programs,
which will be communicated to the trade in the near future."

In addition to program changes, there will also be reductions in
the size of RJRT's sales force. The sales force reduction is
included in the charge, and affected employees will be notified by
January 2004. Changes will include outsourcing some execution
activities, reducing administrative costs and aligning sales
coverage with consolidation that has occurred in the wholesale and
retail customer base.

            Operations and Business Support Functions

Reynolds Tobacco has also launched far-reaching cost-reduction
initiatives in operations and general and administrative expenses.
These include facility consolidations, supply-chain efficiencies,
improved purchasing practices, pooling of support functions and
increased outsourcing of activities. This will reduce complexity
and streamline processes throughout the organization.
Restructuring Charge and Workforce Reduction

RJR will record a third-quarter restructuring charge of
approximately $340 million, or about $205 million after tax.

Of the $340 million charge, approximately $215 million represents
severance and related benefits, and $115 million is associated
with non-cash pension-related costs. The remaining $10 million of
the $340 million charge primarily relates to professional service
fees.

The cash portion of the charge is $225 million, of which $215
million relates to employee severance costs, and $10 million
relates principally to professional fees.

Reductions in the workforce will generate about $180 million in
savings in 2004, increasing to approximately $230 million on an
annualized basis. In total, the company is targeting a $1 billion
reduction in its cost structure by year-end 2005. The company has
begun implementing $800 million in annualized savings, of which
approximately $300 million will be realized in 2003. A significant
portion of the 2003 savings was included in RJR's July earnings
forecast.

Through 2004, the aggregate restructuring and impairment charges
are currently expected to be about $425 million. They include the
$55 million charge incurred in second quarter 2003, the $340
million in third quarter 2003, an estimated $10 million charge
expected in fourth quarter 2003, and additional charges of $20
million expected to be incurred through 2004.

Due to the ongoing review of its cost structure, the company may
incur additional charges in 2003 and 2004. The company does not
expect such charges to include further workforce reductions.

The company is eliminating approximately 2,600 full-time jobs
within RJR and RJRT, which is about 40 percent of that workforce.
Of the jobs being eliminated in the Winston-Salem area, about 75
percent were matched with employees who had expressed interest in
leaving the company. The job eliminations will occur over the next
year, with the majority in fourth quarter 2003 and first quarter
2004.

RJR and RJRT employees whose jobs are eliminated will be eligible
for outplacement assistance and severance benefits, which are
based on salary and length of service. These salary and benefits
continuation programs provide two weeks' base pay for every year
of service, with a minimum of 13 weeks' pay and a maximum of 78
weeks. Employees whose jobs are eliminated will also receive an
additional nine weeks' pay related to the federal Worker
Adjustment and Retraining Notification Act.
Impact on 2003 Full-Year Earnings

In July, RJR provided full-year guidance of approximately $470
million to $495 million in operating income (including a $55
million restructuring charge in the second quarter), $235 million
to $250 million in net income (including a $34 million after-tax
restructuring charge in the second quarter), and earnings per
diluted share of $2.78 to $2.96. At that time, the company noted
that its guidance excluded anticipated restructuring charges,
being announced today.

RJR's revised full-year guidance now includes not only the second
quarter restructuring charge, but also the third and fourth
quarter restructuring charges, as well as increased savings
estimates for 2003.

In connection with the restructuring, RJR is reviewing the value
of its trademarks and goodwill. Although the company will include
any impairment resulting from that analysis in its third quarter
2003 results, the guidance below excludes any potential
impairment.

For full-year 2003, RJR forecasts the following results:

* Operating income of approximately $170 million to $220 million
  (including total restructuring charges in 2003 of approximately
  $405 million).

* Net income of approximately $50 million to $80 million
  (including total after-tax restructuring charges in 2003 of
  approximately $245 million).

* Net income per diluted share of approximately $0.60 to $0.95.

* Consolidated domestic tobacco shipment volumes down
  approximately 12 percent.

* Cash and short-term investments of approximately $1.5 billion at
  year end. This assumes the current dividend, and approximately
  $740 million in debt repayments during 2003.

RJR anticipates earnings growth in 2004, but is not providing
specific 2004 earnings guidance at this time. In addition to
ongoing volume and competitive uncertainties as well as timing
issues related to the cost savings, the company expects some
unfavorable cost comparisons in 2004 versus 2003. These include,
for example, moderately higher MSA costs, costs in 2004 associated
with restructuring, and the benefit in 2003 of the reduction in
the returned goods reserve.

R.J. Reynolds Tobacco Holdings, Inc. is the parent company of R.J.
Reynolds Tobacco Company and Santa Fe Natural Tobacco Company,
Inc. R.J. Reynolds Tobacco Company is the second-largest tobacco
company in the United States, manufacturing about one of every
four cigarettes sold in the United States. Reynolds Tobacco's
product line includes four of the nation's 10 best-selling
cigarette brands: Camel, Winston, Salem and Doral. Santa Fe
Natural Tobacco Company, Inc. manufactures Natural American Spirit
cigarettes and other tobacco products, and markets them both
nationally and internationally. Copies of RJR's news releases,
annual reports, SEC filings and other financial materials are
available on the company's Web site at http://www.RJRHoldings.com


RJ REYNOLDS: Restructuring Charge Affects Fitch's Debt Ratings
--------------------------------------------------------------
Fitch's current ratings for R.J. Reynolds Tobacco Holdings, Inc.'s
incorporate the company's restructuring charge. Fitch rates R.J.
Reynolds' guaranteed notes and bank credit facility 'BB+' and
senior notes 'BB'. The ratings remain on Rating Watch Negative.
Rated debt is approximately $2 billion.

The comprehensive restructuring plan RJR outlined targets a $1
billion reduction in its cost structure by year-end 2005, of which
about $300 million will be realized in 2003. RJR will record a
$340 million pretax ($205 million after tax) restructuring charge
in the third quarter of 2003. The cash portion of this charge is
$225 million, including $215 million for employee severance costs
and $10 million for professional fees. The aggregate restructuring
and impairment charges through 2004 are expected to be about $425
million pretax.

Overall, Fitch views this restructuring positively. Widespread
changes to RJR's strategies and cost structure are necessary to
stem volume and margin declines and improve the company's
competitive position in the intensely aggressive promotional
environment in which it operates. In addition to competition from
other premium brands, RJR has also been negatively impacted by
smaller manufacturers with lower cost structures and low priced
products. Fitch will monitor RJR's progress at achieving improved
margins and profitability while stabilizing or growing market
share. Of concern is the execution risk of implementing such large
scale and broadly encompassing changes, including the elimination
of 40% of RJR's workforce and the refocus of its brand strategies.

RJR's ratings continue to rely upon maintenance of conservative
financial policies and a high degree of liquidity to manage the
uncertainties surrounding the intensely competitive operating
environment and tobacco-related litigation. RJR expects cash and
short-term investments of about $1.5 billion at year-end, and $1.6
to $1.7 billion of debt. However, a portion of the year-end cash
balance is expected to be used for settlement related payments,
which are due by April 15, 2004. RJR's EBITDA-to-interest was
approximately 5.9 times for the latest 12 month period ending June
30, 2003, and its total debt-to-EBITDA was approximately 2.4x. The
Rating Watch Negative status will remain until it is determined
whether the company's Turner 'lights' cigarettes class action case
in Illinois will be stayed throughout the appeal of Philip Morris
USA's (PM USA) 'lights' case. The Turner trial is currently
scheduled to begin next month, with RJR currently awaiting a
decision on its appeal of the denial of the stay. Yesterday the
Illinois Supreme Court reinstated a reduced bond in PM USA's Price
'lights' case and also announced it would hear the appeal without
the need for intermediate appellate court review.


RJ REYNOLDS: Low-B Ratings Affirmed over Announcement of Charges
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings on RJ Reynolds Tobacco
Holdings Inc. Standard & Poor's also affirmed its 'BB' senior
unsecured ratings on those selected debt issues not guaranteed by
RJR's material operating subsidiaries (including RJ Reynolds
Tobacco Company).

The ratings outlook is negative.

About $1.97 billion of total debt was outstanding at RJR at
June 30, 2003.

"The ratings affirmation follows the company's announcement
[Wednes]day that it will record a $340 million restructuring
charge in the third quarter of 2003 as part of a new plan to
refocus its brands and reduce its costs," said Standard & Poor's
credit analyst Nicole Delz Lynch. The charge, though primarily
taken for workforce reduction that includes an elimination of
about 2,600 full-time jobs within RJR and RJRT, or about 40% of
that workforce, also includes non-cash charges such as pension and
post-retirement expense. Aggregate restructuring and impairment
charges, including $55 million taken in the second quarter of
2003, are expected to total $425 million by 2004.

The new plan is expected to result in improved profitability and a
more rational cost structure. As a result of cost savings already
achieved or in process, the company has revised its operating
income forecast (excluding charges) for 2003 upwards to the $575
million-$625 million range from its earlier forecast of $525
million-$550 million. In addition, RJR expects annualized savings
of about $800 million to $1 billion as a result of the new plan,
of which approximately $300 million will be realized in 2003.

Standard & Poor's had anticipated a significant charge in the
third quarter and had already factored this into its negative
outlook for the company. However, Standard & Poor's remains
concerned about RJR's ability to implement the announced changes
to its business plan quickly enough to stem further erosion of
volume and operating profit. Due to the ongoing review of the cost
structure, RJR could incur additional charges in 2003 and 2004.
Any further significant charges could result in a downgrade.

The ratings on RJ Reynolds Tobacco Holdings Inc. and related
entities are based on the company's No. 2 position in the
declining domestic tobacco market, its declining brand volume and
market share, its weakened competitive position, and significant
uncertainties about future domestic operating performance and
pricing strategies. Furthermore, the U.S. tobacco industry
continues to face significant litigation challenges. These factors
are somewhat mitigated by the firm's strong financial condition
and conservative financial policies.

If RJR is unable to maintain its strong balance sheet and expected
credit measures, including EBITDA to interest of about 6x, the
ratings could be lowered. Moreover, because a difficult operating
environment has already reduced flexibility within current
ratings, even a modest deterioration in industry conditions,
including litigation risks, will result in a downgrade.


ROHN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Rohn Industries, Inc.
             3595 West State Road 28
             Frankfort, Indiana 46041

Bankruptcy Case No.: 03-17287

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Rohn Construction                          03-17288
     Rohn Enclosures, Inc.                      03-17289
     Rohn, Inc.                                 03-17290
     Rohn Installation Services, Inc.           03-17291
     Rohn Products, Inc.                        03-17292
   
Type of Business: The Debtor manufactures and installs
                  infrastructure components for the
                  telecommunications industry.

Chapter 11 Petition Date: September 16, 2003

Court: Southern District of Indiana

Judge: Anthony J. Metz, III

Debtors' Counsel: Henry Efroymson, Esq.
                  Ice Miller Donadio & Ryan
                  1 American Sq Box # 82001
                  Indianapolis, IN 46282-0002
                  Tel: 317-236-2100

Total Assets: $22,576,661

Total Debts: $27,833,458

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Fried, Frank, Harris, Shriver & Jacobson              $826,374
One New York Plaza
New York, NY 10004-1980
Tel: 212-859-8000

Tower Services Unlimited, Inc.                        $556,167
6580 Red Top Road
Harrisburg, PA 17111-4822
Tel: 717-652-1044

ANG Associates, Inc.                                  $442,932
Penn Treaty Park Plaza Building
1341 North "D"
Suite 19125
Tel: 215-427-8700

Kuhn's Radio Communications                           $410,395
9425 Cumber
PO Box 110
Pleasant Hall, PA 17246
Tel: 717-652-1044

Heidtman Steel Products                               $307,459
c/o Michelle Clay
640 Lavoy Road
Erie, Michigan 48133
Tel: 743-848-2115

Linde Enterprises, Inc.                               $290,002
RR 3 Box 3662
PO Box A
Honesdale, PA 18413

JG Contracting Company                                $282,239
Manor Oak I, Suite 100
1910 Cochran Road
Pittsburgh, PA 15220
Tel: 412-572-3100

Slater Communications and Electronicas, Inc.          $267,837
c/o Alan Slater
1303 SW Lake Road
Redmond, Oregon 97756
Tel: 514-548-2929

Burket Contractors, Inc.                              $255,989
1742 Frankstown Road
RR4 Box 80
Hollidaysburg, PA 16648-9745
Tel: 814-695-6839

Saginaw Pipe Co., Inc.                                $254,506
PO Box 8
Saginaw, Alabama 35137
Tel: 800-433-1374

Witt Galvanizing                                      $246,405

Steele Construction Co.                               $243,857

Communications Service                                $227,473

IGM Robotic Systems, Inc.                             $219,800

Tetragenics                                           $214,429

Truckee Tahoe Construction, Inc.                      $210,313

Meridian Construction                                 $168,675

O'Brien Steel Service                                 $152,210

O'Neal Steel                                          $144,140

Alpha Technologies                                    $141,279


SNYDERS DRUG: Taps Squire Sanders as Bankruptcy Attorneys
---------------------------------------------------------
Snyders Drug Stores, Inc., and its debtor-affiliates are asking
for permission from the U.S. Bankruptcy Court for the Northern
District of Ohio to retain and employ Squire, Sanders & Dempsey,
LLP as attorneys in these chapter 11 cases.

The Debtors point out that Squire Sanders is particularly suited
to serve as counsel in these cases. With more than 750 attorneys
in 29 offices broad-based practice groups with expertise in
virtually all areas this case, including bankruptcy and
restructuring, corporate, finance, regulatory, and commercial
litigation.

Squire Sanders also has obtained a detailed familiarity with the
Debtors' business, capital structure, and financial affairs
through its prepetition representation of the Debtors

The Debtors tell the Court that they need to employ Squire Sanders
to:

     a) advise the Debtors with respect to their powers and
        duties as debtors-in-possession in the continued
        management and operation of their business and property;

     b) attend meetings and negotiate with representatives of
        creditors and other parties in interest and advising and
        consulting on the conduct of these Chapter 11 cases,
        including all of requirements of operating in Chapter
        11;

     c) assist the Debtors with the preparation of their
        Schedules of Assets and Liabilities and Statements of
        Financial Affairs;

     d) advise the Debtors in connection with any contemplated
        sales of assets or business combinations, including the
        negotiation of asset, stock, purchase, merger or joint
        venture agreements, formulate and implement appropriate
        procedures with respect to the closing of any such
        transactions, and counseling the Debtors in connection
        with such transactions;

     e) advise the Debtors in connection with any postpetition
        financing and cash collateral arrangement and
        negotiating and drafting documents relating thereto,
        providing advice and counsel with respect to prepetition
        financing arrangements, and negotiating and drafting
        related documents;

     f) advise the Debtors on matters relating to the evaluation
        of the assumption, rejection or assignment of unexpired
        leases and executory contracts;

     g) advise the Debtors with respect to legal issues arising
        in or relating to the Debtor's ordinary course of
        business including attendance at senior management
        meetings, meetings with the Debtors' financial and
        turnaround advisors and meetings of the board of
        directors;

     h) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on their behalf, the defense of any actions commenced
        against them, negotiations concerning all litigation in
        which the Debtors are involved and objecting to claims
        filed against the Debtors' estates;

     i) prepare, on the Debtors' behalf, all motions,
        applications, answers, orders, reports and papers
        necessary to the administration of the estate;
         
     j) negotiate and prepare, on the Debtors' behalf, a plan of
        reorganization, disclosure statement and all related
        agreements or documents and taking any necessary action
        on behalf of the Debtors to obtain confirmation of such
        plan;

     k) attend meetings with third parties and participate in
        negotiations with respect to these matters;

     l) appear before this Court, any appellate courts and the
        United States Trustee and protecting the interests of
        the Debtors' estates before such courts and the United
        States Trustee; and

     m) perform all other necessary legal services and providing
        all other necessary legal advice to the Debtors in
        connection with these Chapter 11  cases.

Thomas J. Salerno, Esq., a partner in the firm of Squire Sanders,
reports that his firm will charge the Debtors its current standard
hourly rates, which range from:

          legal assistants      $ 75 to $150 per hour
          associates            $110 to $310 per hour
          partners              $190 to $575 per hour

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


SPIEGEL: Wins Approval to Implement Lease Renegotiation Program
---------------------------------------------------------------
The Spiegel Debtors are party to 500 unexpired non-residential
real property leases for premises located throughout the United
States.  The Merchant Divisions use most of the leased premises
in the operation of the Debtors' retail stores.

The Debtors are in the process of developing their restructuring
plans with a view towards emerging from Chapter 11.  To that end,
the Debtors are reviewing the terms of each Lease, assessing the
condition of the underlying premises and analyzing sales data and
other relevant financial information for each leased premises to
determine whether it is in their best interests to assume, assume
and assign, or reject each of the Leases.

An important factor bearing on the Debtors' determination of the
proper disposition of the Leases in their lease portfolio is
whether they can negotiate favorable modifications to the Leases,
to the extent appropriate.  By order of the Court, the Debtors
have retained Keen Realty, LLC as a real estate consultant.
Among other things, Keen has been reviewing the Leases and
underlying premises and has been assisting the Debtors in
negotiating Lease modification agreements with the landlords.
Moreover, when warranted, Keen has been negotiating Lease
termination agreements for premises that are not necessary to the
Debtors' reorganization.  

                  Lease Renegotiation Program

Under the Lease Renegotiation Program, the Debtors intend to
continue the practice of negotiating lease modifications and
amendments and termination agreements with their Lessors, subject
to certain parameters.  Because the Debtors do not seek leave to
assume any of the Leases at this time, but merely seek leave
either to modify or terminate them, as appropriate, and
consistent with the terms of the Lease Renegotiation Program,
they should be authorized to do so without being required to
obtain further Court orders.

According to James L. Garrity, Esq., at Shearman & Sterling, in
New York, the Debtors' goal in implementing the Lease
Renegotiation Program is to modify Leases resulting in a direct
and quantifiable financial benefit to the estates and terminate
Leases where the Lessor waives all claims resulting from the
Lease termination.

Accordingly, two principles underlying the program are:

   * the Debtors will not agree to a proposed Lease amendment or
     modification unless the terms of the Lease, as amended, are
     more favorable to the estates than those of the then
     existing Lease; and

   * the Debtors will not agree to terminate a Lease unless the
     Lessor waives any and all Lease termination damage claims.

Pursuant to the Lease Renegotiation Program, the Debtors will
negotiate Lease modifications, amendments, and related agreements
on these general terms and conditions:

   (a) The base rent or other payment obligations of the Debtors
       under each renegotiated Lease will be reduced, abated or
       deferred;

   (b) The Debtors may surrender a portion of the premises
       covered by the Lease and receive, on account of the
       surrender, a reduction of the Debtors' rent obligations;

   (c) The Debtors and the Lessors under each Lease being
       renegotiated will agree that:

       -- the renegotiation and amendment of the Lease will not
          constitute an assumption or rejection of the Lease
          under Section 365 of the Bankruptcy Code, and

       -- the Debtors will retain the right to elect whether to
          assume or reject the Lease at a later date in their
          Chapter 11 cases;

   (d) In appropriate circumstances, the Debtors may agree during
       the pendency of their Chapter 11 cases not to solicit,
       list or market the premises to third parties for the
       purpose of assigning the Lease; and

   (e) The Debtors may agree to additional terms and conditions,
       but in no instance may they enter into a Lease amendment
       or modification agreement that would be less favorable to
       their estates than the pre-amended Lease, as determined in
       consultation with the Committee.

The Debtors assure the Court that they will execute Lease
termination agreements only after first consulting with the
Committee and only in cases where the Lessor consents, in
writing, to waive, relinquish and forego any damage claim arising
out of the lease termination.

Accordingly, Judge Blackshear authorizes the Debtors to implement
the Lease Renegotiation Program.  Subject to the terms of the
program, Judge Blackshear also allows the Debtors to execute
lease amendment or modification agreements, lease termination
agreements without further court order, nunc pro tunc to
April 26, 2003. (Spiegel Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


STEEL DYNAMICS: S&P Ups Sr. Unsecured Notes Rating a Notch to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Steel
Dynamics Inc.'s $200 million 9.5% senior unsecured notes due 2009
to 'B+' from 'B'.

Standard & Poor's also affirmed its ratings on the company,
including its 'BB-' corporate credit rating. The outlook is
stable. Steel Dynamics, a Fort Wayne, Indiana-based steel mini-
mill, has approximately $550 million in total debt.

"The ratings on Steel Dynamic's unsecured notes were raised as a
result of its improved position within the company's capital
structure, owing to the reduction in the company's senior secured
debt levels and the growth of its asset base," said Standard &
Poor's credit analyst Paul Vastola.

Ratings on Steel Dynamics reflect its aggressive financial policy
and its low-cost position in the highly competitive mini-mill
segment of the U.S. steel industry. As a steel mini-mill producer,
the company benefits from a non-unionized workforce and no retiree
medical or pension obligations. The company also benefits from
strategic locations and has a good track record of building new
capacity at lower costs relative to its competition, all of which
contribute to Steel Dynamics low cost position.


STEEL DYNAMICS: Structural Mill Aug. Results Enter Positive Zone
----------------------------------------------------------------
Steel Dynamics, Inc. (Nasdaq: STLD) (S&P, BB- Corporate Credit
Rating, Stable) announced that in August its Structural & Rail
Division achieved its first monthly operating profit on shipments
of 43,000 tons. The new mill in Columbia City, Indiana, which
began commercial shipments in July, 2002, has continued during its
start-up to reduce its operating losses each month. In August, the
division produced both positive cash flow and an operating profit.
Reflecting the operation's attention to controlling costs, this
milestone was achieved with production and shipping rates at about
50 percent of the mill's capacity.

Richard Teets, vice president and general manager of the
Structural and Rail Division, stated, "I am very pleased to
announce our progress with the structural mill becoming a profit
contributor to Steel Dynamics. I give credit to our team's hard
work in controlling costs and tightly managing energy and scrap
resources as we've stepped up our rates of production and
shipping. SDI is currently shipping a wide variety of beams in a
range of 8 to 30 inches. We look to continue to improve
profitability as we begin production of additional structural
products, including 6", 33", and 36" wide-flange beams in the next
few months." The mill's production has increased monthly, with
Steel Dynamics currently projecting production in 2003 totaling
about 500,000 tons of beams.

SDI's Columbia City mill is unique in that it is capable of
producing rail as well as structural products in the same
facility. In July the first roughing trials for rail production
were successfully completed on the mill's "breakdown" rolling
mill. The second stage in rolling rails using the "universal
reversing" mill is expected to begin in October. All the facility
improvements and equipment installation for rail manufacture and
handling have been completed. A limited amount of rail tonnage is
expected to be manufactured and shipped in the fourth quarter for
evaluation by rail customers.


SUNLAND ENTERTAINMENT: Shareholders Approve Reorganization Plan
---------------------------------------------------------------
Sunland Entertainment Co., Inc. (OTCBB:SLDE), announced that the
Company's shareholders formally approved the sale of the Company's
remaining entertainment assets, and approved a reorganization plan
enabling the Company to focus on its leadership position in the
digital tissue imaging and network medicine application markets.
The announcement follows the acquisition of the assets of Trestle
Corporation as previously announced June 4, 2003.

Michael Doherty, Chairman of the Board, commented, "We are
delighted with the support our shareholders have shown during this
corporate restructuring. With the reorganization complete, the
Company can continue to pursue its core business of supplying
digital tissue imaging and telemedicine applications to the life
sciences market, which we believe will ultimately produce enhanced
shareholder value."

Under the reorganization plan approved at a Shareholder Meeting
held August 29, 2003, the remaining entertainment assets of the
Company were sold pursuant to terms entered into April 10, 2003.
In addition, (1) a cash distribution of $2,000,000 will be made to
the holders of the Company's Preferred Stock; (2) Sunland will
officially change its name to Trestle Holdings, Inc.; and (3) all
issued and outstanding shares of the Company's preferred stock
were converted into 2,578,430 shares of common stock, giving the
Company 3,033,447 shares of common stock outstanding immediately
subsequent to the reorganization.

Trestle's principal businesses are in bio-informatics and
telemedicine, providing digital tissue imaging and network
medicine applications to the life sciences market. Trestle's
customers include Memorial Sloan Kettering Cancer Center,
University of California San Francisco, the U.S. Army, Pfizer
Inc., Aventis Pharmaceuticals, M.D. Anderson Cancer Center, The
Ohio State University, the Scott and White Hospitals and Clinics,
Hawaii Health Systems Corp. and the Kingdom of Saudi Arabia
Ministry of Defense and Aviation.

Trestle Corporation is a leading supplier of digital imaging and
network medicine applications to the life sciences market. The
Company's products, MedReach and MedMicroscopy, both link
dispersed users with each other, information databases, and
analytical tools. This improved integration drives cost savings
and process efficiencies, reduces time to market for new drugs and
improves patient care.

MedMicroscopy, the Company's tissue imaging product, transforms
traditional glass microscopy slides into a flexible and
leverageable digital format. MedScan, the Company's second
generation product, performs high throughput whole glass
digitization, facilitating clinical and research digital image
analysis, digital workflow, and data mining applications.
MedReach, the Company's network medicine product, allows
healthcare organizations to service increased patient traffic
without personnel or facility investments. MedReach enables remote
examination, diagnosis, and treatment of patients with real-time
integration of voice, video, and patient data, including various
types of medical imaging. For more information, visit
http://www.trestlecorp.com  

As reported in Troubled Company Reporter's July 18, 2003 edition,
the accounting firm, and independent auditors for the Company,
Singer Lewak Greenbaum & Goldstein LLP, in its March 12, 2003,
Auditors Report concerning the financial condition of Sunland
Entertainment Company Inc., stated, in part: "[T]he Company has
suffered recurring losses from operations and has an accumulated
deficit.  This raises substantial doubt  about the Company's
ability to continue as a going concern."


SYMBOL TECHNOLOGIES: Obtains Credit Facility Waiver for 60 Days
---------------------------------------------------------------
Symbol Technologies, Inc. (NYSE:SBL) has reached agreement with
its bank group to extend the Company's credit facility waiver for
60 days. The waiver allows Symbol additional time to become
current with its periodic filings with the Securities and Exchange
Commission.

As part of the agreement, Symbol has reduced the credit facility
from $350 million to $100 million. The credit agreement originally
was signed in late 1998 and will expire by its terms in January
2004.

Symbol believes that it will not be necessary for the Company to
draw on that amount of credit between now and January 2004, at
which time the Company plans to obtain a new bank credit facility.
In fact, Symbol has voluntarily agreed to limit its usage under
the line to $50 million until such time as it becomes current with
its periodic filings with the SEC.

Current borrowings under this facility are zero, down from about
$80 million at the end of 2002 and $50 million at the end of the
first quarter ended March 31, 2003. Since the end of 2001, Symbol
cash flow has been sufficient to repay $228 million in short-term
and long-term debt. Current worldwide cash balances stand at more
than $100 million, compared to approximately $76 million at year-
end 2002 and approximately $98 million at the end of the first
quarter ended March 31, 2003.

Under the revised bank credit agreement, Symbol has pledged its
U.S. trade receivables and agreed to retain $75 million of
unencumbered, worldwide cash until such time as the SEC filings
are completed. Also, Symbol has agreed to continue compliance with
other financial covenants contained in the original credit
agreement.

Savings to the Company from the reduction in the credit facility
total about $0.6 million in annual fees.

The previously reported investigations by the SEC and the U.S.
Attorney's office are ongoing. The Company intends to file with
the SEC its 2002 Annual Report on Form 10-K as well as Forms 10-Q
for the 2003 first and second quarters upon the completion of
their audits by the Company's external auditors.

Symbol Technologies, Inc. (NYSE:SBL) delivers enterprise mobility
solutions that enable anywhere, anytime data and voice
communication designed to increase productivity, reduce costs and
realize competitive advantage. Symbol systems and services
integrate rugged mobile computing, advanced data capture and
wireless networking for the world's leading retailers,
transportation and logistics companies and manufacturers as well
as government agencies and providers of healthcare, hospitality
and security. More information is available at
http://www.symbol.com


TENNECO AUTOMOTIVE: Commences Exchange Offer for 10.25% Notes
-------------------------------------------------------------
Tenneco Automotive Inc. (NYSE: TEN) commenced an offer to exchange
up to $350 million principal amount of 10.25% Senior Secured Notes
due 2013, which have been registered under the Securities Act of
1933, for a like amount of its existing 10.25% Senior Secured
Notes due 2013, which were issued on June 19, 2003 in a private
placement.  

The offer is being made pursuant to the terms and conditions
included in the company's Prospectus dated September 16, 2003. The
terms of the new notes are substantially identical to the terms of
the notes for which they are being exchanged, except that the
transfer restrictions and registration rights applicable to the
original notes generally do not apply to the new notes.

The exchange offer will expire at 5:00 p.m., ET, on October 16,
2003, unless extended by Tenneco Automotive.

Copies of the prospectus and other information relating to this
exchange offer, including transmittal materials, may be obtained
from the exchange agent, Wachovia Bank, National Association, 5847
San Felipe, Suite 1050, Houston, Texas 77057, Attn:  R. Douglas
Milner.

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

                         *     *     *

                         Ratings Status

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

Fitch assigned a rating of 'B' to the $300 million senior secured
notes to be issued under 144A, with silent second lien, due in
2013.

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

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

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


UNITED AIRLINES: Seeks Second Extension of Exclusive Periods
------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Wedoff that, "[a] great deal already has been accomplished during
the pendency of the United Airlines Debtors' Chapter 11 cases."  
However, numerous complex factors must be resolved, including the
Debtors' capital structure, fleet costs, relationships with
partners in and outside of business, pension liabilities and the
configuration of exit financing.

Mr. Sprayregen warns that a premature termination of the Debtors'
Exclusivity Periods would compromise the previously gained
achievements and undercut efforts to emerge from Chapter 11.  
Therefore, the Debtors ask the Court to further extend their
exclusive period to file a Chapter 11 Plan to April 6, 2004 and
exclusive period to solicit acceptances of that plan through and
including and June 7, 2004. (United Airlines Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


UNUMPROVIDENT: Expands Insurance Product Distribution in Canada
---------------------------------------------------------------    
UnumProvident, a recognized leader in income protection, begins
this month offering a simplified disability insurance product,
which provides flexibility and choice to help Canadians protect
their income should they suffer a disabling injury or illness.

Partnering with The Edge Benefits Inc., a third party
administrator and distributor, UnumProvident will now sell The
Edge product, targeting the blue and grey collar, self-employed
and contracted worker market.

"UnumProvident already offers a product targeted to this market,
but we are always looking for ways to streamline process and
upgrade offerings to make selling and buying easier for both
insurance advisors and Canadians," said Scott Moffatt, assistant
vice-president, Market Development, UnumProvident. "So the timing
was perfect when Edge Benefits approached us with a product and
process that we were looking for," he continued.

For the past two years, UnumProvident's The Answer product and
Edge Benefits' The Edge product have competed against each other.
Each product was marketed solely through its respective companies'
distribution network.

Based on the success of The Edge product, the decision was made to
merge the two products. "It simply doesn't make sense to have
competing products that are sold through the same insurance
advisors," Moffatt added.

UnumProvident's The Answer product will be phased out of the
existing income protection portfolio by the end of the year and
replaced with The Edge product. The current portfolio includes
four other income protection products targeted to individuals of
various professions and income levels.

An injury only base plan, with sickness benefits available to age
70, UnumProvident's The Edge product is designed primarily for the
blue and grey collar self-employed and contracted worker market. A
2001 Statistics Canada survey reported over 15 million Canadians
in the employed workforce and a 2000 Canadian Life and Health
Insurance Association survey cited only 55% of those employed as
having disability income protection.

The key to the success of The Edge product has been twofold,
according to Neil Paton, vice-president, Distribution and Market
Development, UnumProvident. "Not only does The Edge program make
it easy for Canadians to buy this protection, but insurance
advisors like the simple, one page application process, with
injury only policies delivered to the consumer in a week."

"Both companies have been extremely pleased with the results,"
commented David Prince, president, The Edge Benefits Inc.  "In
2002, our first calendar year, we sold over $3.4 million in new
premium with UnumProvident through less than 400 insurance
advisors -- an extremely high proficiency level for advisors
selling disability insurance."

Outsourcing various processes in marketing insurance products is
not new to UnumProvident, which uses third parties to handle
various components of its Critical Illness and Long Term Care
products. "The self-employed market is growing rapidly and we
wanted to ensure that we had a product that could meet the needs
of those consumers," commented Moffatt. "It made sense that with
such a non-traditional product, we would look to those with the
most expertise in this market, and that was Edge Benefits. In
addition, we feel that a company like Edge Benefits will allow
UnumProvident to be more creative in developing simplified income
protection products in the future.  By re-branding versions of The
Edge product, we feel we can also penetrate associations and other
affinity groups giving this product added marketability," Moffatt
added.
    
                    Seminars for Advisors

Beginning this month, UnumProvident and Edge Benefits are working
together to conduct educational seminars designed to attract
insurance advisors across Canada.  "Although the product and
process are simple, we feel that proper education is imperative so
prospective buyers are aware of when the policy pays benefits,
when it pays benefits with limitations, and what the exclusions
are.  Proper training has been our requirement since day one, and
I believe it has paid off for advisors, consumers and
UnumProvident," added Prince.

Insurance advisors will be invited by both UnumProvident Sales
Consultants and Edge Benefits Brokerage Managers. UnumProvident
Sales Consultants will now market The Edge product along with
UnumProvident's other income and lifestyle protection products,
while Edge Benefits Brokerage Managers will strictly market The
Edge product.  "Marketing The Edge product through two
distributions of experts has allowed us to effectively double
UnumProvident insurance advisor support from 35 to 76 across
Canada," added Paton.

Advisors will be invited by special fax invitations and can also
register on-line by visiting http://www.edgeplans.comand then  
clicking on "Certification Seminars" at the top of the web page.
    
UnumProvident (NYSE: UNM) is a leader in income protection,
providing insurance and services to individuals, both directly and
through their employers.  It has more than 100 years of experience
in creating solutions that protect the rewards of work:  
paycheques, assets and lifestyles. UnumProvident was named one of
Fortune's top ten most admired insurance companies.  Marketed
under the UnumProvident brand, in Canada all products and services
are underwritten by Provident Life and Accident Insurance Company.
For more information, visit http://www.unumprovident.com/Canada
    
The Edge Benefits Inc., designs and administrates insurance plans
that provide simplified solutions to the consumer.  Since
introducing conditionally renewable disability plans to the
Canadian insurance market in 1993, they have led the industry with
innovative solutions that provide affordable lifestyle protection
for all Canadians.  For more information, visit
http://www.edgeplans.com  

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
affirmed its ratings on various UnumProvident Corp.-related
synthetic transactions and removed them from CreditWatch where
they were placed Feb. 18, 2003.

These rating actions follow the affirmations of the ratings on
the related securities, and their removal from CreditWatch. A
copy of the UnumProvident Corp.-related summary analysis, dated
May 8, 2003, can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at www.ratingsdirect.com.

         RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

         CorTS Trust for Provident Financing Trust I
   $52 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

         CorTS Trust II for Provident Financing Trust I
   $87 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

         CorTS Trust III for Provident Financing Trust I
   $26 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

                   CorTS Trust for Unum Notes
   $25 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BBB-              BBB-/Watch Neg

                PreferredPLUS Trust Series UPC-1
   $32 million PreferredPLUS trust series UPC-1 certificates

                             Rating
         Class        To                 From
         Certs        BBB-               BBB-/Watch Neg


US FLOW: Converts Cases to Chapter 7 Liquidation Proceeding
-----------------------------------------------------------
Upon US Flow Corporations and its debtor-affiliates' motion, the
U.S. Bankruptcy Court for the Western District of Michigan
converts these chapter 11 cases to liquidation proceedings under
Chapter 7 of the Bankruptcy Code.

The Debtors relate that from the Petition Date through September
4, 2003, they funded operations through the use of cash collateral
orders negotiated with its senior lenders, a group led by National
City Bank. In their chapter 11 cases, the Debtors seek to sell
substantially all of their assets to preserve going concern value.

The most recent interim cash collateral order expired on September
3.  The Debtors' request for a continued cash collateral use was
met by objections from the Official Unsecured Creditors' Committee
and the U.S. Trustee.

At a hearing, the Debtors proved that they have an immediate need
of cash collateral use, that without it, they will not survive.  
However, the Court sustains the Committee and the UST's
objections.  The Court encouraged the Parties to discuss a global
settlement or consider alternatives to chapter 11.  Yet, efforts
to facilitate a settlement were unsuccessful and, on September 4,
with no cash on hand, the Debtors ceased operations.  The Debtors
are left with no other alternative but to wind down their assets
and convert these cases under Chapter 7 of the Bankruptcy Code.

Headquartered in Grand Rapids, Michigan, US Flow Corporation
initially 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.


VICWEST CORP: Completes Restructuring Under CCAA in Canada
----------------------------------------------------------
Vicwest Corporation has completed its restructuring under the
Companies' Creditors Arrangement Act.

Vicwest's Plan of Compromise and Reorganization pursuant to the
CCAA, which was approved by the Ontario Superior Court of Justice
on August 14, 2003, was implemented Wednesday. On implementation
all of the outstanding shares in the capital of Vicwest were
cancelled and all of the holders of Vicwest's senior subordinated
notes, formerly listed on the TSX Venture Exchange under the
symbol MGT.DB, and certain affected creditors were issued new
common shares of Vicwest.

As part of the restructuring plan, Vicwest has also secured a new
five-year $52 million credit facility. The new credit facility
provides permanent, long term financing and ample working capital
to the operations of Vicwest and wholly owned subsidiary, Westeel
Limited. This credit facility combined with an estimated $34
million of book equity from the conversion of the senior
subordinated notes and affected claims establishes a very
conservative balance sheet to support the continued growth of the
Corporation.

On the implementation of the Plan, five new directors were
appointed to the board of Vicwest. They are:

     Keith Gillam. Mr. Gillam is currently Chairman & CEO of the
                   Vanbots Construction Group of Companies, an
                   internationally recognized construction
                   organization headquartered in Markham, Ontario.

     Peter Gordon. Mr. Gordon is currently Managing Partner,
                   Restructuring Services, Brascan Financial
                   Corporation., where he is co-manager of the
                   Tricap Restructuring Fund, a $415 million fund
                   providing investment capital and management
                   assistance to companies experiencing financial
                   or operational difficulties.

   Philip Hampson. Mr. Hampson is currently an advisor to Deans
                   Knight Capital Management Ltd. Deans Knight is
                   a Vancouver based fund manager with
                   approximately $800 million of assets under
                   management consisting of high yield bonds and
                   equities.

       Wayne Mang. Mr. Mang is a corporate director and former
                   president of Russel Metals Inc.

       Bryan Held. Mr. Held is currently President and CEO and a
                   director of SMK Speedy International Inc.,
                   which operates the Speedy Auto Service chain
                   (formerly Speedy Muffler King).

Peter Gordon, who will serve as non-executive chairman of Vicwest
reported, "We are very pleased to have completed this process and
look forward to building long term value for the new shareholders
of Vicwest. On behalf of the new board, I would like to recognize
the continued support from the Company's customers during the past
few months, the ongoing commitment from our suppliers, and in
particular, the dedication and effort of all employees."

Vicwest Corporation, with corporate offices in Oakville, Ontario,
is Canada's leading manufacturer of metal roofing, siding and
other metal building products.

Westeel Limited, based in Winnipeg, is Canada's foremost
manufacturer of steel containment products for the storage of
grain, fertilizer and petroleum products.


WARNACO GROUP: Sells $210,000 8-7/8% Senior Notes at Par
--------------------------------------------------------
On June 12, 2003, The Warnaco Group Inc. completed the sale of
$210,000 Senior Notes at par.  The Senior Notes mature on
June 15, 2013.  The Senior Notes bear interest at 8-7/8% payable
semi-annually beginning December 15, 2003.  The Senior Notes are
unconditionally guaranteed, jointly and severally, by Warnaco
Group and substantially all of Warnaco's domestic subsidiaries.
The Senior Notes are effectively subordinate in right of payment
to existing and future secured debt and to the obligations of the
subsidiaries that are not guarantors of the Senior Notes.  The
guarantees of each guarantor are effectively subordinate to that
guarantor's existing and future secured debt to the extent of the
value of the assets securing that debt.

The indenture pursuant to which the Senior Notes were issued
contains covenants, which restrict Warnaco's ability to incur
additional debt, pay dividends and make restricted payments,
create or permit certain liens, use the proceeds of sales of
assets and subsidiaries' stock, create or permit restrictions on
the ability of certain of Warnaco's subsidiaries to pay
dividends or make other distributions to Warnaco or to Warnaco
Group, enter into transactions with affiliates, engage in certain
business activities, engage in sale and leaseback transactions
and consolidate or merge or sell all or substantially all of its
assets.  Warnaco was in compliance with the covenants of the
Senior Notes at July 5, 2003.  Redemption of the Senior Notes
prior to their maturity is subject to premiums as set forth in
the indenture.

Proceeds from the sale of the Senior Notes were used to repay the
outstanding principal balance on the Second Lien Notes of
$200,942 and accrued interest thereon of $1,987.  The proceeds
were also used to pay underwriting fees, legal and professional
fees and other expenses associated with the offering of
approximately $7,071.  In connection with the offering of the
Senior Notes, Warnaco entered into a registration rights
agreement with the initial purchasers of the Senior Notes.  The
registration rights agreement grants the holders of the Senior
Notes certain exchange and registration rights that required
Warnaco to file a registration statement with the SEC within 60
days after the issuance of the Senior Notes.

If, within the time periods specified in the registration rights
agreement, Warnaco is unable to complete a registration and
exchange of the Senior Notes or, alternatively, cause to be
declared effective a shelf registration statement for the resale
of the Senior Notes, Warnaco will be required to pay special
interest to the holders of the Senior Notes.  Special interest
will accrue at a rate of 0.25% per annum during the 90-day period
immediately after the occurrence of a registration default and
will increase by 0.25% per annum at the end of each subsequent
90-day period, but in no event will exceed 1.0% per annum.  
Warnaco filed the required registration statement on August 8,
2003.  No principal payments prior to the maturity date are
required. (Warnaco Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COS.: Elects William G. Lowrie to Board of Directors
-------------------------------------------------------------
William G. Lowrie has been elected to the Williams (NYSE: WMB)
board of directors.  He becomes the eleventh member of Williams'
current board.

Lowrie, 59, spent his entire 33-year career with Amoco, retiring
in 1999 as the deputy chief executive officer of BP Amoco PLC.

His professional experience is rooted in oil and gas production,
previously holding various positions of increasing responsibility
at Amoco, including executive vice president, Exploration and
Production Sector of Amoco Corp., from 1994-1996 and president of
Amoco Production Co. from 1992-1994.

"Bill is a natural fit with our emphasis on natural gas production
in the Rockies.  He was based in Denver for four years and is
closely acquainted with the basins where we're developing gas
reserves.  His election is a conscious, well-reasoned response
toward shareholder interest for additional production-minded
perspective on our board," said Steve Malcolm, chairman, president
and chief executive officer.

A native of Ohio, Lowrie has a bachelor's degree in chemical
engineering from The Ohio State University and participated in the
executive program at the University of Virginia.

Lowrie now resides in South Carolina and also has lived in Tulsa,
Okla. -- home to Williams' headquarters -- during his tenure at
Amoco.  In addition to the Williams board, Lowrie serves on boards
for Junior Achievement and The Ohio State University Foundation.

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


WINN-DIXIE: S&P's Low-B Ratings Lowered and Plucked from Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Winn-
Dixie Stores Inc. and removed them from CreditWatch, where they
were placed Aug. 18, 2003. The corporate credit rating is 'BB' and
the outlook is negative.

"The downgrade is based on substantially lower expectations for
earnings and the potential for violation of bank covenants for the
first quarter ending September 2003," said Standard & Poor's
credit analyst Mary Lou Burde. The company had $336 million in
funded debt as of its fiscal 2003 year end (June 25, 2003).

The company will need to invest substantially in better pricing in
fiscal 2004, which will likely reduce the operating margin,
already below the industry average. Based on the company's current
projections of operating results for the first quarter of fiscal
2004, it will not be in compliance with certain bank covenants.
The company is working with its banks and expects to obtain an
amendment before the end of the first fiscal quarter. Standard &
Poor's believes that this is achievable. The company expects only
$6 million of EBIT in the first quarter, compared with $70 million
in the prior-year period, but anticipates that its strategy of
lowering prices will result in sales gains and expense leveraging
in the final three quarters of the year.

The ratings on Jacksonville, Florida-based Winn-Dixie reflect the
company's regional market presence, increasing competitive
pressures, and modest cash flow protection. Winn-Dixie operates
about 1,070 stores primarily in the Southeast, a fast-growing but
very competitive market. Competitors include national supermarkets
(which benefit from greater scale), alternative food retailers
(such as supercenters), and niche players (which have developed
solid customer franchises). Given ambitious opening programs by
competitors and soft consumer spending, competition is expected to
remain intense. Winn-Dixie's concentration in the Southeast
further exposes it to uneven demand due to changes in tourist
volume and U.S. troop deployment.

Liquidity is currently adequate, with about $147 million in cash
and marketable securities as of June 25, 2003. The company
typically generates free cash flow. There are no non-bank
maturities until 2008. The balance sheet includes a substantial
amount of liquid assets, with more than $1 billion in inventory.

The rating incorporates the expectation that credit measures may
weaken only modestly, based on substantial operating improvement
beginning in the second quarter of 2004, following a very weak
first fiscal quarter. However, if the company's marketing and
merchandising efforts fail to demonstrate a very significant
sequential quarterly recovery in EBITDA in the second quarter of
2004, the rating could be lowered.


WORLDCOM: Court Approves Third Disclosure Statement Supplement
--------------------------------------------------------------
As a result of extensive negotiations, the Worldcom Debtors
reached certain agreements and proposed settlements with certain
parties-in-interest relating to their Reorganization Plan.  These
settlements necessitated further modifications to the Debtors'
Second Amended Plan and supplement to the Disclosure Statement.

                   Inter-Creditor Settlements

On September 11, 2003, the Debtors delivered to Judge Gonzalez
the Plan modifications and a Third Supplement to the Disclosure
Statement.  The Modified Plan embodies:

   (a) The MCIC Subordinated Debt Claims Settlement

       The Modified Plan incorporates a compromise and settlement
       of the issues relating to the MCIC Subordinated Debt
       Claims.  Specifically, the Second Amended Plan provides
       that holders of MCIC Subordinated Debt Claims will receive
       an estimated recovery of 44.5% of their claims.  The MCIC
       Subordinated Debt Holders, as of September 5, 2003, will
       be entitled to elect to receive either Cash or New Notes
       as the form of consideration they will receive under the
       Plan.  Additionally, the indenture trustee under the MCIC
       Subordinated Notes Indenture will receive the same
       treatment with respect to its fees as the other Indenture
       Trustees receive under the Plan.  In consideration of the
       recoveries to be received by the MCIC Subordinated Debt
       Holders, certain holders have agreed to withdraw their
       objections to the plan and withdraw their appeal from the
       order approving the Debtors' settlement with the
       Securities and Exchange Commission.  The indenture trustee
       under the MCIC Subordinated Notes Indenture has also
       agreed to withdraw its Plan objection.

   (b) The MCI Senior Debt Plan Amendment

       Holders of Class 9 MCI Senior Debt Claims agree to
       contribute $21,200,000 of their consideration paid in New
       Notes to the members of the Ad Hoc Committee of MCI Trade
       Claims.  As a result of the MCI Senior Debt Plan
       Amendment, the MCI Senior Debt holders will receive a
       79.2% recovery of the principal amount of their claims
       under the Modified Plan -- slightly less than the 80%
       recovery contemplated in the original Plan.

   (c) The Settlement of the Ad Hoc Trade Claims Committee Claims

       The compromise and settlement with the Ad Hoc Trade Claims
       Committee is a related inter-creditor agreement among
       certain the MCIC Subordinated Debt Holders, certain other
       creditor constituencies and the Trade Claims Committee.  
       Pursuant to the Trade Claims Committee Settlement, the
       total consideration contributed to the members of the Ad
       Hoc Trade Claims Committee is $40,200,000 -- the sum of
       the $19,000,000 in cash contributed by the holders of MCIC
       Subordinated Debt Claims and $21,200,000 in New Notes
       contributed by the MCIC Senior Debt Holders.  In
       consideration of the recovery received by the members of
       the Trade Claims Committee, the Trade Claims Committee has
       agreed to withdraw its objection to the plan and withdraw
       its appeals from the orders approving the Debtors'
       settlements with the SEC and EDS Information Services LLC.

   (d) The Pre-merger MCI Creditors Settlement

       The Plan also provides a settlement with certain Class 6
       creditors who can establish to the Debtors' satisfaction
       that (i) their claim arises solely from transactions that
       were fully completed on or before September 13, 1998, the
       date the merger between MCI Communications and WorldCom
       was consummated; and (ii) they relied on the separate
       credit of MCIC or its subsidiary, as of or before
       September 13, 1998.  The Pre-merger MCI Creditors will
       receive an additional 0.243 multiplied by the allowed
       amount of their claims in cash, resulting in an estimated
       60% recovery.

WorldCom General Counsel, Anastasia Kelly, believes that the MCIC
Subordinated Debt Settlement, the MCI Senior Debt Amendment and
the Ad Hoc Committee of MCI Trade Claims Settlement are critical
to the Debtors' restructuring.  The Settlements effectuate a
compromise of issues relating to substantive consolidation and
greatly improve the prospects of a swift reorganization.  Ms.
Kelly explains that litigating the complex issues raised by the
Ad Hoc Committee of Dissenting Bondholders and Ad Hoc Committee
of Holders of MCI Trade Claims would have diverted the attention
of the Debtors' management and professionals from the critical
tasks of rebuilding and operating the Debtors' businesses.  
Moreover, the Settlements should result in the acceptance of the
Plan by Class 10 holders of MCIC Subordinated Debt Claims and
thus, a broader consensus among creditor constituents.

          Debtors Indemnify Committee and Other Parties

The Modified Plan provides that the Debtors will pay all defense
costs, costs of any settlement and judgment with respect to any
action threatened or commenced against the Official Committee of
Unsecured Creditors, its members or former members, the
MatlinPatterson Investors, Silver Lake, the Ad Hoc Committee of
Intermedia Noteholders, the Ad Hoc Committee of MCIC Noteholders,
and the Ad Hoc Committee of WorldCom Noteholders relating to or
arising out of the Chapter 11 Cases, the Plan, pursuit of
confirmation of the Plan, the consummation of the Plan, or the
administration of the Plan.

The Debtors' indemnification obligation will terminate to the
extent a Covered Party is determined by a final judgment to be
guilty of gross negligence, willful misconduct or a breach of
fiduciary duty.  The Covered Party will be required to reimburse
the Debtors for any such indemnification payments.

The Debtors do not believe that any indemnification obligation
will be material.

                  Impact on Creditor Recoveries

The estimated Distributable Value under the Plan before the
proposed settlement is $16,000,000,000, comprised of:

   Debtors' estimated reorganization value -- $11,400,000,000

   Plus:  Estimated available cash as
          of the assumed Effective Date    --   4,600,000,000

          Non-core assets                  --     275,000,000

   Less:  Capital lease obligations        --    (275,000,000)

Before the proposed settlements, the Debtors estimate that the
distributions would include these forms of considerations:

                     _______________________
                    /                       \
                   /   $2,400,000,000 Cash   \
                  /___________________________\
                 /                             \
                /   $5,500,000,000 New Notes    \
               /_________________________________\
              /                                   \
             /   $8,100,000,000 Reorganized MCI    \
            /   Common Stock (326,000,000 shares    \
           /     at an estimated $25 per share)      \
          /___________________________________________\

Pursuant to the settlements, the Debtors will distribute
$377,000,000 in additional consideration in this manner:

     (i) Up to $165,000,000 in New Notes and at least
         $188,000,000 in Cash to the MCIC Subordinated Debt
         Holders; and

    (ii) An estimated $24,000,000 in Cash to holders of MCI
         Pre-merger Claims, assuming MCI Pre-merger Claims total
         $100,000,000.

Based on an analysis of the Debtors' current cash position and
revised cash forecast, the Debtors expect that an increase in
their cash position as of the assumed Effective Date will be
equal to or greater than the $37,000,000 in additional value
contemplated by the proposed settlements.  As a result, Ms. Kelly
notes that the recoveries to creditors under the Plan will not be
adversely affected other than the Class 9 MCI Senior Debt Claims.  
The Debtors expect that cash as of the Effective Date will be
equal to or greater than $4,995,000,000, compared to the
$4,618,000,000 forecast in the financial projections included in
the First Supplement to the Disclosure Statement.

A free copy of the Third Supplement is available at:

     http://bankrupt.com/misc/Third_Disclosure_Statement.pdf

The Debtors believe that the Third Supplement contains adequate
information of a kind and in sufficient detail to enable a
hypothetical, reasonable investor typical of the Debtors'
creditors to make an informed judgment whether to accept or
reject the Plan.  At the Debtors' behest, the Court approved the
Third Supplement for distribution to the Debtors' creditors.
(Worldcom Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


* Cadwalader Wickersham Intends to Remain in Lower Manhattan
------------------------------------------------------------
The Partnership of Cadwalader, Wickersham & Taft LLP, the City's
oldest continuous law firm and a resident of New York's Financial
District since 1792, announced in a press briefing Wednesday it
intends to remain in lower Manhattan, moving its offices and 800-
person legal and administrative staffs to One World Financial
Center in the first quarter of 2005.

Joining Cadwalader at the press briefing was the Mayor of New York
City, Michael Bloomberg, and George Pataki, the Governor of New
York State. Earlier this year Cadwalader, one of a handful of law
firms to own its office space, announced that due to space
constraints it was selling its headquarters building located at
100 Maiden Lane and would be moving to a new location. The new
450,000 square foot World Financial Center space was selected
because it allows the Firm to remain in the city's financial
center and also affords expansion possibilities for the firm which
is now in its 9th successive year of record breaking revenues,
profits and attorney growth.

"New York's Financial District is the premier financial center in
the world. As one of the world's premier law firms it was logical
to stay where the action is, has been and will continue to be for
years to come," stated Robert O. Link, Jr., Cadwalader's Chairman.

"The decision to move to One World Financial Center was a long and
thought-out process. While we evaluated space in many areas of
Manhattan the Partnership felt that One World Financial Center
best met our needs. It is an extraordinary building and has all of
the features we need as a growing law firm - access to state-of-
the-art technology, the ability to customize a work environment
tailored to the needs of a 21st century law firm and easy
accessibility to and for our clients. Our intention is to grow to
750 lawyers - a goal that can comfortably be accommodated in One
World Financial Center," Link added.

"[Wednes]day's announcement represents one of the largest leases
signed downtown since the tragedy of September 11th," said Mayor
Bloomberg. "Cadwalader's determination to stay in Lower Manhattan
sends a strong signal to the entire New York City business
community that downtown's recovery is well underway. The pace of
the progress downtown has been breathtaking: this fall, PATH
service to downtown will be restored. Construction of a new ferry
terminal at the World Financial Center will begin. Preliminary
designs of the new Fulton Street Station that will connect the
PATH to the nine subway lines that come downtown will also be
completed. And today, the revised design for the entire World
Trade Center site, which will produce an international landmark
right across the street from Cadwalader's new offices, will be
released to the public. I look forward to the next episode of
downtown's inspired recovery."

"Cadwalader joins the esteemed ranks of business that include
Merrill Lynch, American Express and DeutscheBank who have made the
commitment to stay in Lower Manhattan," Governor Pataki said. "In
signing the largest lease downtown since the horrible attacks of
September 11th, Cadwalader underscores the fact that Lower
Manhattan is, and will continue to be, the Financial Capital of
the World."

"By keeping 800 employees jobs in Lower Manhattan's business
community, we will be that much closer to achieving the mayor's
vision for downtown to remain a global business center and become
a vibrant round-the-clock community," said Andrew M. Alper,
president of the New York City Economic Development Corporation.
"The unprecedented spirit of cooperation among the public and
private sectors has enabled us to make remarkable strides in
revitalizing Lower Manhattan."

Charles A. Gargano, Chairman of Empire State Development, "The
work of the Governor and Mayor to retain Cadwalader is a
tremendous victory strengthening downtown's reputation as the
premier address for law firms. Today is also a victory for the
small businesses of Lower Manhattan who rely on customers and foot
traffic created by firms like Cadwalader."

Cadwalader's move to One World Financial Center is expected to be
completed in the first quarter of 2005. The total cost to
Cadwalader is expected to approach approximately $75 million
including renovation on fourteen floors in the building. The
potential to add another 250,000 square feet of space also exists.
Cadwalader put its 325,000 square foot 100 Maiden Lane building on
the market earlier this year.

One World Financial Center is owned and managed by Brookfield
Properties Corporation. Studley is representing Cadwalader in its
lease negotiations. Jones Lang LaSalle is representing Cadwalader
in the sale of 100 Maiden Lane.

Cadwalader, Wickersham & Taft LLP, established in 1792, is one of
the world's leading international law firms, with offices in New
York, Charlotte, Washington and London. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in securitization,
structured finance, mergers and acquisitions, corporate finance,
real estate, environmental, insolvency, litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters. More information about Cadwalader can be
found at http://www.cadwalader.com


* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States
-----------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981505/internetbankrupt

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers.  Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.  
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today.  With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come.  And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S.  In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms.  Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978.  The tables had turned an Americans were
worried.  Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets;  relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979.  His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market.  He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive.  He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term.  Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective.  Khoury's
research broke new ground and provided input for economic policy
at just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton.  He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.

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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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