TCR_Public/030923.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 23, 2003, Vol. 7, No. 188

                          Headlines

3D SYSTEMS CORO: Appoints Abe Reichental President and CEO
ACTIVE LINK COMMS: First Creditors' Meeting Slated for Oct. 28
AFC ENTERPRISES: Reports Mid-Quarter Business Update for Q3 2003
AIR CANADA: Reaches Workout Pact re 38 Airbus Aircraft Leases
ALLIANCE COMMS: Court Fixes November 3 Claims Bar Date

AMERCO: Equity Committee Hires Lane Powell Spears as Counsel
AMERICAN MARKETING: Case Summary & 20 Largest Unsec. Creditors
AMR CORP: Fitch Rates $300MM Convertible Unsecured Notes at CCC+
AMERICAN SPORTS: Paintball Unit Selling Assets to Accucaps Ind.
ARMSTRONG: AWI Settles Present and Future Ardex/Henry Disputes

AVALON DIGITAL: Wants to Continue Using Lender's Cash Collateral
BARRINGTON TRANSPORTATION: Chap. 11 Case Summary & 21 Creditors
BAY VIEW CAPITAL: Will Pay Distributions on Capital Securities
BETHLEHEM STEEL: Seeks Approval for C. Peters et al. Stipulation
BIOZHEM COSMECEUTICALS: Considering Filing Chapter 11 Petition

BOWNE & CO.: Offering $75MM of 5.00% Convertible Sub. Debentures
BOWNE & CO: S&P Assigns B- Rating to $75 Million Debentures
CASELLA WASTE: Sr. Noteholders Get Additional Time for Exchange
CENTRAL PARKING: Board Declares Regular Quarterly Cash Dividend
CHESAPEAKE ENERGY: Declares Quarterly Preferred Share Dividends

COLLATERALIZED ASSETS: Fitch Cuts 2 Ratings to Low-B/Junk Levels
COMM SOUTH COMPANIES: Case Summary & 20 Largest Unsec. Creditors
COVANTA ENERGY: Reorg. Plan's Treatment of Claims and Interests
CUSTOM METAL SERVICES: Voluntary Chapter 11 Case Summary
CWMBS (INDYMAC): Fitch Affirms Low-B Ratings of Classes B5 & B6

DIAMETRICS MEDICAL: Asset Sale to International Technidyne OK'd
DLJ MORTGAGE: S&P Ups and Affirms Low-B Rating on 2 Note Classes
DOMAN INDUSTRIES: Court-Appointed Monitor Files September Report
DUKE FUNDING II: S&P Affirms BB Rating on Class D Notes
DVI: Wants to Use Lenders' Cash Collateral to Finance Operations

EAGLE FOOD CENTERS: Court to Consider Asset Sales on Sept. 30
ECHOSTAR COMMS: Will Retire All of 4-7/8% Conv. Notes Earlier
ECHOSTAR COMMS: Unit Prices $2.5-Billion Senior Notes Offering
ENRON: Judge Gonzalez Fixes Procedures for Avoidance Actions
EXEGENICS INC: Ernst & Young LLP Resigns as Independent Auditor

FRUIT OF THE LOOM: Resolves Claim Dispute with American Casualty
GENTEK INC: U.S. Trustee Wants Disgorgement of Latona Payments
GENUITY INC: Proposes Uniform Solicitation & Tabulation Protocol
GEORGIA-PACIFIC: CFO Huff Will Speak at Deutsche Bank Conference
GIANT INDUSTRIES: Temporarily Shuts Down Yorktown, Va. Refinery

GLOBAL CROSSING: Receives CFIUS Nod for ST Telemedia Investment
GRAFTECH INT'L: Reaffirms 2003 Guidance & Provides 2004 Outlook
GRAFTECH INT'L: Commences 16-Million Shares Public Offering
HASBRO INC: Will Webcast Third Quarter Results on October 20
INTEGRATED HEALTH: Rotech Wants More Time to File Final Report

INTERSTATE BAKERIES: Reports Weaker First-Quarter Fin'l Results
INTERSTATE BAKERIES: Credit & Bank Loan Ratings Dive Down to BB
J.C. PENNEY: Board Declares Dividend Payable on November 1, 2003
KAISER ALUMINUM: Court OKs 6th Amendment to DIP Credit Agreement
KOPPERS INC: S&P Rates $300 Million Senior Secured Notes at B

MET-COIL SYSTEMS: Brings-In Goldberg Kohn as Bankruptcy Counsel
MITEC TELECOM: Q1 Results Reflect Year-Over-Year Improvement
NAHIGIAN BROTHERS: Employs Gesas Pilati as Insolvency Counsel
NATIONAL CENTURY: Files Liquidation Plan & Disclosure Statement
NBTY INC: Commences Trading on the New York Stock Exchange

NORTHERN BORDER PARTNERS: Issues Comment on Enron's Plan Filing
NUCENTRIX BROADBAND: Wants to Hire Ordinary Course Professionals
PATHMARK STORES: Completes $100MM 8.75% Notes Private Placement
PG&E GAS TRANSMISSION: Liberty Files Suit to Recover $145 Mill.
PG&E NATIONAL: Court Clears USGen's Stipulation with Mellon Bank

RESOURCE AMERICA: S&P Affirms & Removes Ratings from Watch Neg.
ROWE INT'L: Seeks Court Approval to Use Lenders' Cash Collateral
SCOTTS CO: $1.2 Billion Secured Bank Debt Gets S&P's BB Rating
SENTRY TECHNOLOGY: Relocating Head Office to Ronkonkoma, NY
SK GLOBAL AMERICA: Schedules Filing Deadline Hearing on Thursday

SLMSOFT INC: Court Nixes Insight Venture Capital's Debt Claim
SNYDERS DRUG: Wants Trumbull Group Appointed as Claims Agent
SUREBEAM CORP: Nasdaq Reschedules Delisting Hearing for Thursday
TESORO PETROLEUM: Fitch Revises Low-B Ratings Outlook to Stable
UNIFI INC: Anticipates to Incur Net Loss for Sept. 2003 Quarter

UNITED AIRLINES: US Bank Seeks Relief to Access Chicago Fund
WORLDCOM INC: Court Approves Deloitte & Touche as Consultants
WSI MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors

* Large Companies with Insolvent Balance Sheets

                          *********

3D SYSTEMS CORO: Appoints Abe Reichental President and CEO
----------------------------------------------------------
The Board of Directors of 3D Systems Corp. (Nasdaq:TDSC), world
leader of rapid prototyping and advanced digital manufacturing
(ADM(SM)) solutions, has named Abe Reichental president and chief
executive officer and director effective immediately.

Mr. Reichental joins 3D Systems from Sealed Air Corporation
(NYSE:SEE), a leading global manufacturer of food, protective and
specialty packaging materials where he was most recently corporate
officer and vice president and general manager of Sealed Air's
Shrink Packaging Division. He joined Sealed Air in 1981 as a
project manager and over the next 22 years progressed through
increasingly responsible positions in engineering, sales,
marketing and general management in North America, Europe and
Asia-Pacific. He served as Regional Vice President Asia-Pacific
from 1999-2001, Vice President and General Manager Europe,
Engineered Products Division from 1997-1999, Corporate Vice
President of Technology from 1993-1996; Director, New Product
Development, Engineered Products Division, 1988-1993; Manager of
Sales and Marketing, Engineered Products Division, Europe, 1985-
1988, and was Project Manager, Customer Applications Engineered
Products Division, 1981-1985. Abe was first elected an officer of
Sealed Air in 1994.

"We are very pleased that Abe Reichental has joined 3D Systems as
president and CEO," said G. Walter Loewenbaum ll, 3D Systems
Chairman of the Board. "Abe was a key contributor to Sealed Air's
growth and development from a company even smaller than 3D Systems
to a multibillion dollar global packaging company. His
demonstrated entrepreneurial abilities, strong operating skills
and broad experience in all facets of marketing, sales,
technology, operations and general management are precisely what
is needed to enable 3D Systems to successfully meet its goals and
advance its technological and market leadership in rapid
prototyping and rapid digital manufacturing," Loewenbaum added.

"Abe is distinctly qualified to lead 3D Systems. He brings with
him a unique mix of experiences, having worked in all disciplines
of business in multi-cultural environments. His strong deal-making
and negotiating skills will enable us to forge ahead with our
growth strategies. His strong performance orientation is exactly
what 3D Systems needs to execute its business strategy
successfully," said Chuck Hull, co-founder and chief technology
officer.

"I am excited by 3D Systems' prospects and am looking forward to
leading the Company in the coming years as 3D Systems executes its
plans to become a leading global provider of rapid manufacturing
solutions for an expanding range of customer applications," said
Mr. Reichental. "Rapid manufacturing is becoming an accepted
alternative to traditional manufacturing processes by our
customers across a wide range of applications and I believe 3D
Systems has the people, technology and a comprehensive portfolio
of value added solutions to meet and exceed our customer's
expectations."

3D Systems plans to hold a conference call to introduce Abe
Reichental to the investment community on Tuesday September 30,
2003 at 4:00 p.m. Eastern Daylight Time (1:00 p.m. Pacific
Daylight Time). To access the call, dial 877-613-8341 or 706-679-
7620 internationally. A recording of the call will be available
two hours after the completion of the call for 7 days. To access
the recording, dial 800-642-1687 or 706-645-9291 internationally
and enter 2919592, the conference call ID number.

Founded in 1986, 3D Systems(R), the solid imaging company(SM),
provides solid imaging products and solutions that reduce the time
and cost of designing products and facilitate direct and indirect
manufacturing. Its systems utilize patented technologies to create
physical objects from digital input that can be used in design
communication, prototyping, and as functional end-use parts.

3D Systems' product line includes the MJM product line
(ThermoJet(R) solid object printer and InVision 3-D printer),
SLA(R) (stereolithography) systems, SLS(R) (selective laser
sintering) systems, and Accura(R) materials (including
photopolymers, metals, nylons, engineering plastics, and
thermoplastics).

3D Systems created the rapid prototyping (RP) industry and is the
originator of advanced digital manufacturing (ADM(SM)) solution
for manufacturing applications. ADM uses 3D Systems' solid imaging
technologies to accelerate production of customized/specialized
parts. A typical ADM center contains multiple 3D Systems' SLA, MJM
and/or SLS systems dedicated to full-time manufacturing
applications.

For more information on the Company, visit
http://www.3dsystems.com

                         *     *     *

At June 27, 2003, the Company's balance sheet shows that its total
current liabilities exceeded its total current assets by about
$1.4 million.

As reported in Troubled Company Reporter's August 8, 2003 edition,
Deloitte and Touche LLP informed 3D Systems in April that it did
not intend to stand for reelection as the Company's principal
independent accountant.  On July 16, 2003, Deloitte advised the
Company that the client-auditor relationship between the Company
and Deloitte had ceased.

Deloitte's 2002 report contained an explanatory paragraph relating
to a going concern uncertainty.


ACTIVE LINK COMMS: First Creditors' Meeting Slated for Oct. 28
--------------------------------------------------------------
On September 15, 2003, Active Link Communications, Inc., a
Colorado corporation, filed a voluntary petition for Chapter 7
bankruptcy protection in the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, Case No. 03-B
37869 in Chicago, Illinois. The Trustee is David Brown.

The first meeting of creditors has been scheduled for October 28,
2003 at 1:30 PM at DuPage County Courthouse, 505 N. County Farm
Road, Room 2000, Wheaton, IL 60187. The case has been filed as a
"no asset case."


AFC ENTERPRISES: Reports Mid-Quarter Business Update for Q3 2003
----------------------------------------------------------------
AFC Enterprises, Inc. (Pink Sheets: AFCE), the franchisor and
operator of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced operating
performance results for the Company's fiscal period 8, which began
July 14, 2003 and ended August 10, 2003, and fiscal period 9,
which began August 11, 2003 and ended September 7, 2003. The
Company also provided an update on other key business matters.

                         Overall Performance

Domestic System-wide Comparable Store Sales

The Company reported that blended domestic system-wide comparable
store sales at its restaurants, bakeries and cafes were down 1.0
percent in period 8 and down 1.4 percent in period 9 of 2003,
compared to down 3.0 percent and down 3.4 percent for period 8 and
period 9 of 2002. Periods 8 and 9 of 2003 represented AFC's most
improved blended comparable sales performance in 2003. Domestic
comparable store sales for period 9 were adversely impacted by
approximately (0.3) percent due to the recent blackout in several
states that occurred during the first week of that period.

As previously announced in AFC's press release on July 31, 2003,
each of the Company's brands commenced a 100-day plan on June 1,
2003, to implement action oriented solutions to help improve
comparable store sales. The 100-day plan initiatives helped secure
an overall increase in average check for period 8 and period 9 of
2003 versus the same periods of 2002, with Popeyes up 0.4 percent
and 2.2 percent, respectively. Church's average check was also up
3.0 percent and 5.6 percent, respectively. Cinnabon's average
check was down 2.3 percent in period 8, but reflected an
improvement in period 9 of up 1.2 percent.

Some of the specific drivers of the 100-day plan that led to
improved comparable store sales performance included:

- Popeyes reintroduced its promotion of mild and spicy chicken
  strips, as well as its most successful bone-in chicken offers.

- Popeyes also focused on its seafood promotions, including
  Popcorn and Carribean Shrimp, in addition to highly concentrated
  television promotional activities.

- Church's promoted a 10/15-piece dark meat box in the majority of
  restaurants. In addition, the brand continued to promote Shrimp
  Crunchers and mixed boxes, appealing to the dark and white meat
  consumers, in select markets.

- Church's began testing a new product line, Krispy Chicken
  Tenders and Waffles, in several markets. The product is based on
  a traditional southern soul-food favorite, fried chicken and
  waffles.

- Cinnabon launched its Caramel flavor promotion that has been the
  brand's most successful marketing campaign in 2003, and has led
  to improved capture rates in mall venues.

Brand building initiatives for the remainder of 2003 include the
following:

- Popeyes will again focus for the balance of 2003 on historically
  successful limited time offers, such as Crawfish, and introduce
  a new product launch of Sweet Heatr Wings.

- Popeyes has created a task force with a group of its franchisees
  to optimize the return on investment of its Heritage restaurant
  design by targeting a reduction in development and operating
  costs of 10-15 percent, with the goal of accelerating
  development of new units and reimaging of existing units.

- Church's is testing a new drive-thru menuboard system, as well
  as all new interior and exterior menuboards. The designs were
  developed to speed the ordering process and increase sales of
  new products and special meal features.

- Church's will continue to feature Shrimp Crunchers, a portable
  portion of crunchy shrimp in specially designed "to-go"
  packaging. In addition, for the holidays, Church's will feature
  two different pies targeting families on the go, including a
  southern style pecan pie and a sweet potato pie, which will
  compliment family meal box specials.

- Cinnabon is working on a national rollout of a new portable
  product called CinnaPoppers(TM), which is a bite-sized brown
  sugar and cinnamon pastry. This initiative will include a 10-
  city awareness building campaign that focuses on local
  television product demonstrations. The product achieved 7
  percent of sales mix in test bakeries and consumer research was
  favorable.

- Cinnabon partnered with ConAgra Foods, Inc. to introduce the new
  Orville Redenbacher Cinnabon gourmet popcorn in August 2003,
  which will soon be available in thousands of locations. This is
  the first step in a broader licensing initiative aimed at
  building brand awareness.

AFC remains comfortable with its previously projected full-year
2003 blended domestic system-wide comparable store sales of down
2.5-3.5 percent. By brand, AFC expects full-year 2003 domestic
system-wide comparable store sales growth to be down 1.5-2.5
percent for Popeyes, down 3.5-4.5 percent for Church's and down
5.5-6.5 percent for Cinnabon.

New System-wide Openings

The AFC system opened 42 restaurants, bakeries and cafes during
period 8 and period 9 of 2003, compared to 56 total system-wide
openings during the same periods in 2002. This unit opening
decrease over prior year was primarily a result of franchisees
continuing to have a more cautious approach and greater
sensitivity to the current economic environment. In addition, due
to the temporary suspension of domestic franchise sales-related
activities, the Company is currently unable to capitalize on
traditional venue driven development opportunities that can be
signed and opened within the same year. Of the 42 openings in
periods 8 and 9, 21 were domestic and the remaining 21 were in
international markets.

On a system-wide basis, AFC had 4,015 units at the end of period 9
of 2003. The breakdown of units at the end of period 9 of 2003
consists of 3,120 domestic units and 895 in Puerto Rico and 35
foreign countries. This total unit count represents 455 Company
owned and 3,560 franchised restaurants, bakeries and cafes.

The Company is still anticipating that 345-370 new unit openings
will occur in 2003. This number is comprised of 175-180 Popeyes
units, 55-65 Church's units, 70-75 Cinnabon units and 45-50
Seattle's Best Coffee international units. This estimate
represents 185-210 net new units that will be added to the system
in 2003 as a result of approximately 160 unit closings. Unit
closings traditionally occur due to a loss or expiration of lease
rights and closing of under-performing units.

Commitments and Conversions

As previously stated, the Company has temporarily suspended
domestic franchise sales-related activities, including the sale of
new commitments and the sale of Company-owned units to franchisees
(conversions) because it has not yet finalized its 2003 franchise
offering circulars or renewed its state franchise registrations,
both of which require AFC's current financial statements. At the
end of Period 9 of 2003, the Company had a total of 2,444
outstanding commitments for future development, which included 194
that were signed in 2003. Due to the continued delay in filing the
2002 Form 10-K, the Company now projects to sign approximately
400-475 new commitments for future development in 2003. However,
the remaining domestic commitments projected to be signed in 2003
will be dependent on the timing of the filing of the 2002 Form
10-K.

The Company will reengage in domestic franchise sales, including
select market conversions to franchisees, after finalizing and
filing the 2003 franchise offering circulars and renewing its
franchise registrations. This process will immediately follow the
release of its 2002 audited financial statements and the release
of any quarterly 2003 financial statements, as may be required.
The Company expects proceeds from conversions in 2003 to be $5
million or less, depending on the final release date of the
financial statement filings.

"Our brands continue to take the necessary actions to improve the
operating performance and grow their respective businesses," said
Dick Holbrook, President and COO of AFC Enterprises. "As a
company, we look forward to putting the delayed financial filings
behind us so that we can pursue value-creating opportunities like
selling domestic commitments, seeking opportunistic conversions
and repurchasing shares."

                    Additional Key Business Matters

Financial Restatements Update

The Company continues to make every effort to complete the
restatements and audits of its financial statements for 2002, 2001
and 2000 and to file its 2002 Form 10-K, as well as its quarterly
reports on Form 10-Q for the first two quarters of 2003.

Listing Status

The Company's common stock continues to be quoted on the National
Quotation Service Bureau (the "Pink Sheets") for unsolicited
trading. Once the Company has released the required financial
statements, AFC intends to file a listing application to be listed
on the Nasdaq National Market.

Productivity Initiative

AFC remains comfortable with its estimate of $10 million in run-
rate improvements. AFC has already seen measurable results from
several initiatives (approximately $3 million in improvement
before one-time expenses) and anticipates realizing the full
impact of the initiatives in 2004.

Non-Recurring Expenses

AFC is currently projecting to incur $17 to $18 million of non-
recurring expenses in 2003, dependent upon the timing of the
completion and filing of the Company's financial statements. This
is an increase from the $14 to $15 million originally projected in
AFC's July 31, 2003, press release. These additional expenses
relate to the ongoing audit process for fiscal year 2002, 2001 and
2000. Non-recurring expenses are related to the productivity
initiative, the extended audit process for fiscal years 2002, 2001
and 2000, shareholder litigation and expenses related to the
amendment of the Company's credit facility agreement.

Credit Facility and Current Ratings

The Company's outstanding debt under its credit facility
agreement, net of investments, at the end of Period 9 of 2003 was
approximately $125 million, down from approximately $218 million
at the end of 2002 as a result of cash generated from ongoing
operations and the sale of its Seattle Coffee Company subsidiary.
On August 25, 2003, Standard & Poor's Ratings Services raised the
Company's senior secured bank loan ratings to 'B' from 'CCC+' and
on August 28, 2003, Moody's Investor Service lowered the Company's
secured credit facility rating from Ba2 to B1.

AFC Enterprises, Inc. is the franchisor and operator of 4,015
restaurants, bakeries and cafes as of September 7, 2003, in the
United States, Puerto Rico and 35 foreign countries under the
brand names Popeyes(R) Chicken & Biscuits, Church's Chicken(TM)
and Cinnabon(R), and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally. AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in highly recognizable brands and
exceptional franchisee support systems and services. AFC
Enterprises had system-wide sales of approximately $2.7 billion in
2002 and can be found on the World Wide Web at http://www.afce.com


AIR CANADA: Reaches Workout Pact re 38 Airbus Aircraft Leases
-------------------------------------------------------------
Air Canada has reached a tentative restructuring agreement
relating to aircraft leases for 38 Airbus aircraft consisting of
22 A319s, eight A330s, and eight A340s involving syndicates of
lenders supported by the Export Credit Agencies of the United
Kingdom, France and Germany.

Under the terms of the tentative agreement, rental payments for
each aircraft will be restructured consistent with Air Canada's
restructuring plan. The agreement is subject to the fulfillment of
various conditions and internal credit and other approvals of
interested parties. The detailed terms of the agreement are
confidential.

"Air Canada's restructuring continues at a rapid pace," said Calin
Rovinescu, Executive Vice-President and Chief Restructuring
Officer. "While the current focus is on raising equity capital to
provide a stable financial base for the airline upon emergence
from CCAA, we are at the same time moving forward with the claims
process and working to complete the renegotiation of aircraft
leases. This agreement brings to 170 the total number of aircraft
with restructured terms. To date, 18 aircraft have been returned
to lessors and with this latest agreement we can now make clearer
decisions on what leases are to be repudiated to complete the
process," concluded Mr. Rovinescu.

Air Canada and its financial advisors are involved in intensive
negotiations with aircraft lessors and lenders on revised aircraft
lease arrangements consistent with current rates and the Company's
restructuring plan. The Company will resume aircraft lease
payments as new agreements are reached.


ALLIANCE COMMS: Court Fixes November 3 Claims Bar Date
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware sets
November 3, 2003, as the deadline by which all creditors of
Alliance Communications, LLC and its debtor-affiliates must file
their proofs of claim or be forever barred from asserting that
claim.

The Court reminds the creditors that holders of claims or
interests whose claims or interests are not schedules, are
schedules in the incorrect amount, or are scheduled as disputed,
contingent, or unliquidated, and who desire to participate in this
bankruptcy case and share in the distribution, must file a proof
of claim on or before November 3, 2003, except claims which are:

     a) not listed as "disputed," "contingent," or
        "unliquidated" in the Debtors' Schedules;

     b) previously allowed by order of this Court; and

     c) members of the Debtors' prepetition secured lenders.

To be deemed timely-filed, all proofs of claim must be filed on or
before the Bar Date to:

  1) U.S. Bankruptcy Court for the District of Delaware
     Attn: Claims, 824 Market Street, Fifth Floor
     Wilmington, Delaware 19801

with a copy to:

  2) Debtors' Counsel
     Tisdale & Associates LLC
     Attn: Douglas M. Tisdale, Esq.
     1600 Broadway, Suite 2600
     Denver, Colorado 80202-4989; and

     Elzufon, Austin, Reardon, Tarlov, & Mondell, PA
     Attn: William D. Sullivan, Esq.
           Charles J. Brown, Esq.
           Renee D. Veney, Esq.
     300 Delaware Avenue, Suite 1700
     P.O. Box 1630, Wilmington, Delaware 19899-1630

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.


AMERCO: Equity Committee Hires Lane Powell Spears as Counsel
------------------------------------------------------------
The Official Committee of Equity Security Holders of the AMERCO
Debtors, pursuant to Section 327(a) of the Bankruptcy Code and
Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, seeks
the Court's authority to retain Lane Powell Spears Lubersky LLP as
its counsel, nunc pro tunc to June 23, 2003.

Eric Miller, Equity Committee Chairman, relates that in choosing
its counsel, the Equity Committee sought attorneys with extensive
experience and knowledge in the field of creditors' and debtors'
rights and financial reorganization under Chapter 11 and with
experience in representing Committees in bankruptcy cases and
other debtor-restructuring scenarios.  Lane Powell fits the bill.

Mary Jo Heston, Esq., a partner at Lane Power, informs the Court
that the firm possesses extensive knowledge and expertise in the
fields of creditors' and debtors' rights and financial
reorganization under Chapter 11.  In fact, Lane Powell has
represented Committees in, among others, the cases of Pay N' Pak
Stores, Inc., Erns Home Centers, Inc., Garden Botanika, Squire
Shops and Richardson International.  In addition, Mr. Miller
notes that Lane Powell gained significant familiarity with the
Debtors' business and capital structure through its prior
consulting and representation of certain holders of Amerco common
stock.

As the Equity Committee's counsel, Lane Powell will:

   (a) advise the Equity Committee with respect to its rights,
       powers and duties in these bankruptcy cases;

   (b) assist and advise the Equity Committee in its
       consultation with the Debtors relative to the
       administration of these bankruptcy cases;

   (c) assist the Equity Committee in analyzing the claims of
       the Debtors' creditors and in negotiating with them;

   (d) assist with the Equity Committee's investigation of the
       acts, conduct, assets, liabilities and financial
       conditions of the Debtors and the operation of the
       Debtors' business;

   (e) assist the Equity Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things, the
       terms of a plan or plans of reorganization for the Debtor
       or other proponent;

   (f) assist and advise the Equity Committee with respect to
       its communications with the other equity holders
       regarding significant matters in this case;

   (g) review and analyze all applications, orders, statements
       of operations and schedules filed with the Court and
       advise the Equity Committee as to their propriety;

   (h) assist the Equity Committee in evaluating and pursuing, if
       necessary, claims and courses of action against the
       Debtors' creditors;

   (i) assist the Equity Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Equity Committee's interests and objectives;

   (j) represent the Equity Committee at all hearings and other
       pleadings; and

   (k) perform other legal services as may be required and are
       deemed to be in the interests of the Equity Committee in
       accordance with its powers and duties as set forth in the
       Bankruptcy Code.

Lane Powell will seek compensation pursuant to these hourly
rates:

   Mary Jo Heston              $330
   Bruce Leaverton              340
   Chuck Ekberg                 340
   Susan Jahnke                 255
   Michael M. Fleming           330

Lane Powell will also seek reimbursement of all actual and
necessary expenses and charges incurred in fulfilling its duties
and responsibilities.

Ms. Heston assures the Court that Lane Powell professionals do
not have any connection with the Debtors, their creditors,
attorneys, accountants or any other party-in-interest.  Lane
Powell professionals also do not represent any other entity
having an adverse interest in connection with the Debtors' cases.

Land Powell reviewed its client databases to determine whether it
had any existing or recent relationships with the Debtors and
their affiliates, the Debtors' secured lenders, the bondholders,
the postpetition lenders, the scheduled creditors and other
parties-in-interest.  Ms. Heston notes that the firm does or has
represented several entities that may have an interest in these
cases but in matters unrelated to these cases or to the Debtors.
Ms. Heston further assures Judge Zive that Lane Powell will not
pursue or investigate direct claims of the Equity Committee or
the Debtors' estates against those identified entities. (AMERCO
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AMERICAN MARKETING: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: American Marketing Industries, Inc.
        3620 Arrowhead Avenue
        Independence, Missouri 64057
        dba Dunbrooke
        dba Westark
        dba American Identity
        dba K-Products
        dba Legends
        dba Allison
        dba Swingster

Bankruptcy Case No.: 03-62333

Type of Business: The Debtor is a specialized apparel company

Chapter 11 Petition Date: September 17, 2003

Court: Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Laurence M. Frazen, Esq.
                  Michelle M. Masoner, Esq.
                  Bryan Cave LLP
                  1200 Main St, Suite 3500
                  Kansas City, MO 64105
                  Tel: 816-855-3903
                  Fax: 816-374-3300

Estimated Assets: $10 Million to $50 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Greater Brownsville         Contract                  $545,000
Incentive Corp.
c/o Sanchez, Whittington,
Janis & Zabarte, LLP
100 North Expressway 83
Brownsville, TX 78521
Attn: Brian Janis
Tel: 956-546-3731
Fax: 956-546-3766

Michigan Dept. of           Corporate Tax             $499,771
Treasury
Office of Legal & Hearings
Treasury Building
Lansing, MI 48922
Attn: Elizabeth P. Neuhoff
Tel: 517-636-4100
Fax: 517-636-4115

Helmsley-Spear Inc.         Lease                      $65,113

UPS Supply Chain            Trade                      $54,290
Solutions Inc.

Blue Cross Blue Shield      Trade                      $43,988
of Kansas City

Phase One Equities          Lease                      $21,356

Design Resources, Inc.      Trade                      $20,000

Federal Express             Trade                      $13,031

United Parcel Service       Trade                      $12,142

Southwestern Bell Telephone Trade                       $5,973

AT&T                        Trade                       $5,238

Strahm Automation & Mailing Trade                       $4,552

Trendy Company, Ltd.        Trade                       $3,995

City of Independence        Utilities                   $3,970

State of Ohio               Franchise Tax               $3,047

American Spiritwear         Trade                       $3,000

Holden Embroidery Inc.      Trade                       $1,983

Color Concepts, Inc.        Trade                       $1,658

Schurke & Assoc.            Trade                       $1,518

Corporate Express           Trade                       $1,015


AMR CORP: Fitch Rates $300MM Convertible Unsecured Notes at CCC+
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CCC+' to the $300 million
in convertible unsecured notes issued by AMR Corp. - the parent of
American Airlines, Inc. The privately placed notes carry a coupon
rate of 4.25%, are guaranteed by American Airlines, Inc., and
mature in 2023. The Rating Outlook for AMR and American is
Negative.

The 'CCC+' rating reflects Fitch's continuing concerns over the
airline's ability to meet fixed financing obligations over the
next two to three years - even after the successful labor contract
restructuring undertaken by AMR this spring. The new labor
agreements with all of American's unionized employee groups,
ratified in April, are delivering significant unit operating cost
savings and allowing American to stake out a much more competitive
cost position versus the discount carriers that are encroaching on
a larger part of American's route network. Mainline cost per
available seat mile in the third quarter is likely to fall to
approximately 9.5 cents (compared with 11 cents prior to the labor
cost reductions), and additional non-labor savings initiatives
should push unit costs even lower during the fourth quarter.

Financial results showed a dramatic turnaround late in the second
quarter as a stronger industry revenue environment, coupled with
the cost reduction program, supported a return to positive
operating cash flow and an easing of liquidity pressures. Air
travel demand strength accelerated somewhat in July and August,
putting AMR in a position to deliver solidly improved operating
results for the September quarter. August revenue per available
seat mile grew by approximately 9% year-over-year for the
industry, and American's 3.9 point year-over-year increase in
August load factor was among the best of the major carriers.
Modest strengthening in passenger yields and a 7% reduction in
American's scheduled capacity versus August 2002 fueled the pick-
up in unit revenue performance.

With the pricing of the $300 million convertible issue, the July
completion of a $255 million enhanced equipment trust certificate
transaction, and the sale of the airline's equity stake in
computer reservations company Worldspan ($180 million in cash
proceeds), AMR's liquidity position has improved markedly over the
last two quarters. Following a period of strong operating
performance and these cash inflows, AMR's unrestricted cash and
short-term investments balance at the end of September will be
well above the June closing figure of $1.8 billion.

In spite of these positive developments, AMR faces substantial
financing obligations over the next two to three years that will
drain cash from the company even as more competitive costs support
a return to profitability. Scheduled debt maturities in 2004 are
estimated at $540 million, and the figures for 2005 and 2006 are
$1.3 billion and $1.1 billion, respectively. While much of the
maturing debt balance represents bank debt that may ultimately be
refinanced, secured lenders may demand more collateral to back
these obligations. American has pledged virtually all of its
previously unencumbered aircraft assets in other debt
transactions, and the company's ability to raise debt through the
capital markets has been reduced dramatically.

Management has stated recently that required contributions to
defined benefit pension plans will likely fall in the range of
$500 million to $700 million next year. Favorable asset return and
interest rate trends over the last five months may have narrowed
AMR's pension funding gap, but federal funding rules will still
force the airline to direct substantially more cash to bolster
underfunded plans in 2004 and beyond. While certain provisions in
proposed pension reform legislation may ultimately change the way
in which pension plan contributions are calculated, prospects for
cash funding exemptions or deferrals (included in the Senate's
version of the pension reform bill) are still uncertain.

AMR still holds attractive assets that may serve to shore up the
company's liquidity position in anticipation of large claims on
cash flow over the next few years. In particular, AMR's American
Eagle regional airline unit has substantial market value that
might be captured through a spin-off or by contribution of non-
public American Eagle equity to AMR's underfunded pension plans.

This rating was assigned by Fitch as a service to users of its
ratings and is based on public information.


AMERICAN SPORTS: Paintball Unit Selling Assets to Accucaps Ind.
---------------------------------------------------------------
On September 9, 2003, American Sports Development Group Inc.'s
wholly owned subsidiary, Paintball, Inc. entered into a Letter of
Intent with Accucaps Industries Limited. The letter of intent is
subject to due diligence and the execution of a definitive
agreement, which is subject to the approval of the Bankruptcy
Court in South Carolina where the Chapter 11 proceeding relating
to Paintball, Inc. is pending.

The letter of intent contemplates the sale of assets, inventory
and intellectual property in the form of trade names, trade
secrets, licenses and other property, for a total purchase price
of $1,000,000. The transaction does not anticipate the assumption
of any liabilities of Paintball, Inc. In addition, the letter of
intent contemplates the execution of employment agreements with
William R. Fairbanks and Douglas Brown as well as a break up fee
in the event that Paintball, Inc. accepts an offer greater than
$1,150,000 from a third party.


ARMSTRONG: AWI Settles Present and Future Ardex/Henry Disputes
--------------------------------------------------------------
Armstrong World Industries, Inc., and Armstrong Enterprises, Inc.,
a subsidiary of AWI, sought and obtained Court approval of their
settlement agreement with each of Ardex, Inc., Ardex America LP,
and W. W Henry Company, which includes AWI's assumption and
rejection of certain executory contracts, one of which is
restated, and the allowance of a rejection damage claim, which
reflects an offset.

The settlement disposes and resolves all prepetition disputes
between AWI, AEI and the Ardex Parties.  Moreover, the Ardex/Henry
settlement resolves all prospective disputes relating to proofs of
claim in AWI's Chapter 11 case.

The principal terms of the Ardex/Henry settlement are:

   (1) AWI will:

       -- assume eight agreements, which include:

          (a) three license and sublicense agreements;

          (b) a Technical Support Agreement by which WWH
              provides AWI with technical support related to
              certain seam sealer products, and AWI pays WWH at
              its cost under an hourly rate to which the parties
              agree;

          (c) a Recommendation Agreement under which AWI
              recommends the use of certain WWH products in
              connection with the installation and/or
              maintenance of certain AWI flooring products; and

          (d) a Logistics Services Agreement under which AWI
              provides logistics and other distribution services
              to the Ardex/Henry parties in exchange for a
              monthly service fee equal to a percentage of the
              gross sales price of certain products;

       -- assume an amended and restated Supply Agreement; and

       -- reject a Sale Agreement and an Environmental Side
          Letter.

   (2) In conjunction with its assumption of the restated Supply
       Agreement, AWI will pay the Ardex/Henry Parties $200,000
       on account of postpetition amounts owing under the Supply
       Agreement.  This Cure Payment represents a compromise and
       settlement of all obligations of AWI to the Ardex/Henry
       Parties with respect to the purchase price of products
       delivered to AWI under the Supply Agreement -- other than
       warranty-related claims -- including any obligations of
       AWI arising out of the Reservation of Rights Claim;

   (3) WWH will assume responsibility for the performance and
       satisfaction of any and all obligations of AWI for
       matters that otherwise would have resulted in indemnity
       claims by the Ardex/Henry Parties under the Sale
       Agreement and the Environmental Side Letter.  The
       Acquisition Obligations include AWI's liabilities and
       obligations associated with:

       -- the Arlington/Bourbonnais Obligations;
       -- the Maywood Obligations;
       -- WWH's former waste disposal sites; and
       -- the Excluded Litigation and the Excluded Liabilities.

   (4) Upon AWI's request and payment of the Prepetition Product
       Claim portion of the Cure Payments, WWH will notify the
       California Regional Water Quality Control Board (Los
       Angeles Region), in writing, of its assumption of the
       Acquisition Obligations.

   (5) WWH will indemnify the Armstrong Parties from all actions
       taken, initiated, or pursued by any governmental agency
       or private party seeking to compel any of the Armstrong
       Parties to perform environmental remediation work or to
       reimburse such governmental agency or private party for
       the actual costs in performing such work at WWH's
       facilities in Arlington, Texas and Bourbonnais, Illinois
       or AWI's former facility in Maywood, California.

   (6) In consideration for AWI's rejection of the Sale
       Agreement and the Environmental Side Letter, WWH's
       assumption of the Acquisition Obligations, and the
       mutual releases among the parties, WWH will receive an
       allowed claim against AWI's estate for $6,715,000.
       Approximately $715,000 of the Gross Allowed Claim will be
       paid by offset against AWI's Purchase Price Claim,
       effective upon Court approval of the Ardex/Henry
       Settlement.

   (7) AWI agrees to release and forbear from asserting its
       right to receive the Purchase Price Claim and consents to
       the modification of the automatic stay to the extent
       necessary to permit the Purchase Price Offset.  The
       remaining $6 million of the Gross Allowed Claim will be
       allowed as a general, unsecured, prepetition,
       non-priority claim against AWI's estate.

   (8) AWI guarantees WWH's receipt of at least $3.6 million on
       account of the Net Allowed Claim.  Within 30 days after
       the final distribution date to holders of unsecured
       claims under the Plan, Reorganized AWI will pay to WWH
       cash in an amount equal to the difference, if positive,
       between the Guaranteed Payment Amount and the aggregate
       value of the consideration distributed to WWH with
       respect to the Net Allowed Claim under the Plan.

   (9) The Rejection Claim previously filed by Ardex/Henry will
       be deemed amended to provide for an allowed unsecured,
       prepetition, non-priority claim in WWH's favor against
       AWI's estate in the amount of the Net Allowed Claim.  In
       addition, the Ardex Parties will:

       -- dismiss the Assumption Motion with prejudice, and
       -- withdraw all remaining Proofs of Claim with prejudice.

  (10) The Ardex/Henry Settlement includes mutual releases by
       which the parties release each other from:

       -- any and all Claims that the parties may have against
          each other arising out of the Supply Agreement, the
          Sale Agreement, the Environmental Side Letter, or
          AWI's Chapter 11 case, and

       -- any rights the parties may have to refer any of the
          same to any other person or forum, including any
          Arbitration Panel or the Court.

       These releases do not affect the parties' ability to
       enforce any of their rights under the Ardex/Henry
       Settlement, including any rights they may have under the
       Restated Supply Agreement, the Executory Agreements, or
       the Warranty Related Claims.

                   The Restated Supply Agreement

Under its principal terms, the Restated Supply Agreement replaces
the term and pricing provisions of the Supply Agreement.
Specifically, the restated Supply Agreement modifies the Supply
Agreement by providing that:

   (a) the term of the Supply Agreement will be reduced from an
       8-year term to a 6-year term, with an automatic 2-year
       renewal if certain service requirements are met;

   (b) the pricing provisions under the Supply Agreement will be
       replaced with "meet-or-release" pricing, by which AWI is
       entitled to purchase products from another supplier if
       AWI can find a better price in the market and WWH cannot
       match that price; and

   (c) the provision in the Supply Agreement that obligates AWI
       to pay penalties to WWH if it fails to place orders for
       Products equal to a target level for each of the first 5
       years of the Supply Agreement will be eliminated.

The Restated Supply Agreement further provides AWI with a right of
offset and/or the ability to terminate the Restated Supply
Agreement if WWH fails to comply with any of its obligations under
the Settlement -- including its obligation to assume the
Acquisition Obligations. (Armstrong Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AVALON DIGITAL: Wants to Continue Using Lender's Cash Collateral
----------------------------------------------------------------
Avalon Digital Marketing Systems requests the U.S. Bankruptcy
Court for the District of Utah to approve its Cash Collateral
Agreement with The Mulligan Group.

The Mulligan Group is the Debtor's primary secured creditor and
claims an interest to secure its debt in virtually all valuable
assets of the Debtor, including receivables, equipment, inventory
and intangibles.

The Cash Collateral Agreement allows for the continued use of cash
collateral in exchange for a replacement lien on postpetition
assets of the Debtor. The Debtor believes that the use of cash
collateral is necessary for its reorganization process. The Debtor
estimates that it will require the use of up to $2,500 of cash
collateral during this interim period.

As of the Petition Date, Mulligan asserts that the Debtor was in
default in the amount of $197,103, which is secured by the
collateral and cash collateral.

The Debtor requires funds to continue its business operations in
the ordinary course of business.  Mulligan consents the Debtor's
use of cash collateral through December 31, 2003 upon the terms of
the agreement. Until then, the Debtor wish to use the cash
collateral in an interim basis in accordance to the Budget:

                            3-Sep    3-Oct    3-Nov
                            -----    -----    -----
Total Revenue             166,560  183,591  188,872
Expenses                   86,875   86,875   86,875
Payroll Taxes              10,425   10,425   10,425

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


BARRINGTON TRANSPORTATION: Chap. 11 Case Summary & 21 Creditors
---------------------------------------------------------------
Debtor: Barrington Transportation Company Inc.
        315 S Hager Avenue
        Barrington, Illinois 60010

Bankruptcy Case No.: 03-37885

Type of Business: The Debtor provides bus service to more than
                  5,000 Barrington Area Unit District 220 students
                  and filed for bankruptcy protection after
                  failing to reach a settlement in the wrongful
                  death suit of 10-year-old Kristie Talley, who
                  died in 1998.

Chapter 11 Petition Date: September 16, 2003

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Barry A Chatz, ESq.
                  Arnstein & Lehr
                  120 South
                  Riverside Plaza
                  Suite 1200
                  Chicago, IL 60606
                  Tel: 312-876-7100

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 21 Creditors:

Entity                                            Claim Amount
------                                            ------------
Harris Bank Barrington                              $1,491,152
201 S. Grove Avenue
Barrington, IL 60010

American Chartered Bank                               $109,361

Avalon Petroleum Co.                                    $7,660

Bames Group, Inc.                                       $7,660

Midwest Transit Equipment, Inc.                         $3,767

Antioch Tire                                            $3,027

Avalon Petroleum Co.                                    $3,027

Suburban Electric                                       $2,985

Kinnamon Accounting Svc                                 $2,878

Kinnamon Accounting Svc                                 $2,878

American Express                                        $2,620

Midway Truck Parts                                      $1,687

Crystal Lake Tire & Battery                             $1,595

James Clark Company                                     $1,539

Boncosky Oil Co.                                        $1,115

Patten Industries, Inc.                                 $1,147

Potter, James, Ltd.                                     $1,162

Leach Enterprises, Inc.                                   $781

Chicago Bus Sales - Paris                                 $744

Crystal Lake Leasing & Svc                                $400

Estate of Talley


BAY VIEW CAPITAL: Will Pay Distributions on Capital Securities
--------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) announced that the
current quarterly distribution on its Trust Preferred Capital
Securities (NYSE: BVS) will be paid on September 30, 2003.

The total amount payable per share as of September 30, 2003 will
be $0.61.  The record date for distributions on the Capital
Securities will be September 29, 2003.

In September 2000, the Company entered into an agreement with the
Federal Reserve Bank of San Francisco which requires that we
obtain their approval prior to disbursing any dividends associated
with our Capital Securities.  At this time, Bay View will continue
to be required to obtain approval from the Federal Reserve for
future quarterly distributions.

Bay View Capital Corporation (S&P, B- Preferred Share Rating) is a
financial services company headquartered in San Mateo, California
and is listed on the NYSE: BVC.  For more information, visit
http://www.bayviewcapital.com


BETHLEHEM STEEL: Seeks Approval for C. Peters et al. Stipulation
----------------------------------------------------------------
Mark A. Jacoby, Esq., at Weil, Gotshal & Manges, LLP, in New
York, recounts that on May 22, 2003, Calvin D. Peters and 107
other former employees of the Bethlehem Steel Debtors who were
participants in the Debtors' Severance Plan, sought allowance and
payment of Severance Allowances calculated without reduction by
the Retiree Offsets, as administrative expenses of the Debtors'
estates.  These former employees were laid off between November 1,
2002 and January 31, 2003.

Mr. Peters, et al. alleged that the Debtors may not reduce their
Severance Allowances by the Retiree Offsets because the enhanced
pension and retiree health benefits of the Severance Claimants
have no economic value due to the Benefit Terminations. Moreover,
they alleged that the Debtors' amendment of the Severance Plan to
eliminate the Retiree Offsets for employees terminated after
January 31, 2003 serves as an implicit acknowledgment of the
impropriety of reducing Severance Allowances by the Retiree
Offsets.

The Severance Claimants acknowledged that the Severance Allowances
should be offset by any enhanced pension or retiree health care
benefits they actually realized.  However, they claim that the
only benefit realized, and thus eligible for offset, is the amount
of retiree health benefits premiums the Debtors paid on behalf of
the Severance Claimants during the post-employment months that
they received health care benefits.  After taking the offset into
account, the Severance Claimants alleged that the Debtors owe them
over $5,000,000 in the aggregate for Severance Allowances.

In addition, the Severance Claimants alleged that under applicable
case law, their claims for Severance Allowances should be entitled
to administrative expense status pursuant to Section 503(b) of the
Bankruptcy Code because their employment was terminated subsequent
to the Petition Date.

                         The Stipulation

The Debtors disputed certain of the Severance Claimants'
allegations.  Subsequently, after more than two months of good
faith, arm's-length negotiations, the Debtors and the Severance
Claimants agreed to resolve all claims for Severance Allowances
under the Severance Plan through a stipulation.

Mr. Jacoby asserts that absent settlement of the issues raised by
Mr. Peters and the rest of the Severance Claimants, the parties
would necessarily engage in expensive and time-consuming
litigation involving complex legal and factual issues.  The
Stipulation will not only save the Debtors the expense of this
litigation, but will also allow for the resolution of
administrative expense claims against the Debtors' estates, thus
expediting the resolution of their Chapter 11 cases.

Additionally, should the Severance Claimants litigate the
Severance Claims, the Debtors could lose the litigation.  The
proposed payment under the Stipulation is $3,000,000 less than
the aggregate amount sought in the Severance Claimant's
May 22, 2003 request filed with the Court, which potential
savings, together with legal fees saved by avoiding litigation,
allows the Debtors to avoid the risk of significantly greater
expenditures.

Accordingly, the Debtors ask the Court to approve of the
Stipulation containing these terms:

A. Severance Allowance Settlement Payments

   The Debtors will pay to each Severance Claimant an amount
   determined by this formula:

   (a) Begin with the gross amount of Severance Allowance payable
       under the Severance Plan as it was in effect at the time
       of the Severance Claimant's last day worked;

   (b) Deduct any Severance Allowance already paid;

   (c) Deduct any Income Protection Plan benefit payments
       received during lay off;

   (d) Deduct any vacation earned during lay off, if paid;

   (e) Deduct the value of the Debtors' contribution to retiree
       health care benefits for each month between lay off and
       March 31, 2003;

   (f) For any Severance Claimant who was eligible only for a
       "shutdown pension," deduct pension amounts payable until
       the Severance Claimant reaches 62 years of age using (x)
       for the period through November 30, 2002, the pension
       amount paid by Bethlehem and (y) for the period commencing
       December 1, 2002, the rate payable by the PBGC; and

   (g) Multiply the remainder by 70% to reflect the uncertainty
       and legal expenses avoided by the Severance Claimant by
       settling.

B. Legal Fees

   The Debtors will pay to the attorneys for the Severance
   Claimants who receive no Severance Allowances under the
   Stipulation, $6,970 on account of fees paid by the Severance
   Claimants to their attorneys in connection with their claims
   for Severance Allowances.  The attorneys for each Severance
   Claimant will reimburse that Severance Claimant for legal
   fees paid to the attorneys by that Severance Claimant.

C. Timing of payment

   The Debtors will pay all Severance Allowances due under the
   Stipulation, less legally required payroll tax deductions,
   and the Legal Fees Payment before or until September 24,
   2003.

D. Future Settlements

   To the extent that the Debtors voluntarily offer similarly
   situated former employees, on a group basis, Severance
   Allowances calculated using a more favorable formula than
   that in the Stipulation, the Debtors will:

   (a) recalculate the Severance Allowances payable to the
       Severance Claimants using the more favorable formula; and

   (b) remit to the Severance Claimants the incremental amounts
       due.

E. Release

   The Debtors' Payments under the Stipulation will constitute
   full settlement of all claims for Severance Allowances by all
   Severance Claimants under the Severance Plan.

The aggregate of all payments the Debtors propose to make
pursuant to the Stipulation is $2,000,000. (Bethlehem Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


BIOZHEM COSMECEUTICALS: Considering Filing Chapter 11 Petition
--------------------------------------------------------------
On September 4, 2003, Biozhem Cosmeceuticals, Inc. received notice
of the Arbitrator's final decision in the Arbitration  commenced
by the Company in September 2002 against Thane International, Inc.
regarding the parties respective rights and obligations under a
certain Management Service Agreement entered into with Thane in
April 2002, which granted Thane the exclusive rights to manage all
aspects of the worldwide marketing, sale and distribution of the
RevitalCel(TM) System,  in exchange for a management fee.  In such
Arbitration, the Company also sought monetary damages.  The
Arbitrator's final decision denied the claims of both parties and
concluded that neither party is entitled to recover in this
matter.

As a result of the Arbitrator's decision, the Company believes
that it has no future as an operating skin care, cosmeceutical
company and is currently contemplating filing a Bankruptcy
Petition under Chapter 11 of the U.S. Bankruptcy Code.


BOWNE & CO.: Offering $75MM of 5.00% Convertible Sub. Debentures
----------------------------------------------------------------
Bowne & Co., Inc. (NYSE: BNE) has privately sold $75.0 million
principal amount of 5.00% convertible subordinated debentures due
October 1, 2033 (S&P/B-/Stable).

The Debentures will be convertible into approximately 4.06 million
shares of the Company's common stock at a conversion price of
$18.48 per share. The sale of the Debentures is expected to close
on September 24, 2003. The Company has also granted an option to
the initial purchasers for up to an additional $15.0 million in
principal amount of Debentures.

The Company intends to use the net proceeds from this sale to
repay debt under its $175.0 million revolving credit facility and
may redeem up to $25.0 million of its outstanding senior notes, at
par. The repayment under the Company's $175.0 million revolving
credit facility will permanently reduce the aggregate commitment
level of the lenders by an equal amount.

The Debentures will be offered to qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933, as
amended. The Debentures have not been and will not be registered
under the Securities Act, or any state securities laws, and unless
so registered, may not be offered nor sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable securities laws.

Bowne & Co., Inc. (S&P, B+ Corporate Credit Rating, Stable),
established in 1775, is a global leader in delivering high-value
document management solutions that empower our clients'
communications.

* Bowne Financial Print, the world's largest financial printer,
  offers the most comprehensive array of transactional and
  compliance-related services to create, manage, translate and
  distribute mission-critical documents. Within this segment,
  Bowne Enterprise Solutions provides digital printing and
  electronic delivery of personalized communications, enabling
  clients to strengthen their customer relationships and increase
  market leadership.

* Bowne Business Solutions delivers a full array of business
  process outsourcing services in word processing, desktop
  publishing, information technology, litigation resource
  management and office document services.

* Bowne Global Solutions offers a broad range of
  globalization/localization services to help companies adapt
  communications developed in one country to meet the social,
  cultural and business requirements for successful distribution
  in another.

Bowne & Co. Inc. -- http://www.bowne.com-- combines all of these
capabilities with superior customer service, new technologies,
confidentiality and integrity to manage, repurpose and distribute
a client's information to any audience, through any medium, in any
language, anywhere in the world.


BOWNE & CO: S&P Assigns B- Rating to $75 Million Debentures
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Bowne & Co., Inc.'s $75 million 5% convertible subordinated
debentures due Oct. 1, 2033. Proceeds from the notes will be used
to repay debt under its $175 million revolving credit facility and
to redeem up to $25 million of its outstanding senior notes, at
par. The repayment under the company's $175 million revolving
credit facility will permanently reduce the aggregate commitment
level of the lenders by an equal amount.

At the same time, Standard & Poor's assigned a 'B+' corporate
credit rating to the company. New York, New York-based Bowne is a
global provider of high-value document management services. The
outlook is stable.

"The ratings for Bowne reflect the company's significant debt
levels and moderate-size cash flow base. In addition, the
company's transaction-based financial printing business, which
accounts for about 25% of consolidated revenues, is subject to the
volatility of the capital markets," said Standard & Poor's credit
analyst Michael Scerbo. These factors are tempered by Bowne's
leading market position in financial printing, diversified
customer base, and long-standing client relationships. Also, the
company's increasing focus on non-transactional financial print
outsourcing and global solutions businesses is expected to help
provide Bowne with more stable revenues and cash flows, which
would help to offset the variability of capital markets-related
printing.

The company is the world's largest financial printer and a market
leader in outsourcing services for law firms and investment banks,
and in providing outsourced globalization and localization
services.


CASELLA WASTE: Sr. Noteholders Get Additional Time for Exchange
---------------------------------------------------------------
Casella Waste Systems, Inc. (Nasdaq: CWST) is granting the holders
of its outstanding, unregistered 9.75% Senior Subordinated Notes
Due 2013 (CUSIP: 147448AA2 and U14688AA0) additional time to
exchange the Original Notes for its 9.75% Senior Subordinated
Notes Due 2013 (CUSIP: 147448AB0), which are registered under the
Securities Act of 1933, as amended.

All other terms and conditions of the exchange offer remain
unchanged and in full force and effect. The terms of the Exchange
Notes are substantially identical to the terms of the Original
Notes for which they may be exchanged pursuant to the exchange
offer, except that the Exchange Notes are registered under the
Securities Act and do not contain provisions for certain specified
liquidated damages in connection with the failure to comply with
the registration covenant.

The exchange offer, which commenced on August 15, 2003 and was
previously set to expire on Thursday, September 18, 2003, will now
expire at 5:00 p.m., Eastern time, on Wednesday, September 24,
2003, unless extended.

As of September 18, 2003, holders of approximately $149,995,000 in
aggregate principal amount of Original Notes had tendered Original
Notes pursuant to the exchange offer.

The exchange offer is being made only through an Offer to Exchange
dated August 15, 2003 that has been filed with the Securities and
Exchange Commission and sent to eligible holders. Requests for
assistance regarding the exchange offer or for copies of the
exchange offer materials should be addressed to the exchange agent
for the exchange offer at: U.S. Bank National Association,
Corporate Trust Services, 180 East Fifth Street, St. Paul,
Minnesota 55101, attention: Specialized Finance, 4th Floor,
facsimile no. (651) 244-1537.

Casella Waste Systems (S&P, BB- Corporate Credit Rating, Stable),
headquartered in Rutland, Vermont, provides collection, transfer,
disposal and recycling services primarily in the northeastern
United States.

For further information, visit the company's Web site at
http://www.casella.com


CENTRAL PARKING: Board Declares Regular Quarterly Cash Dividend
---------------------------------------------------------------
Central Parking Corporation's (NYSE: CPC) Board of Directors has
declared a regular quarterly cash dividend of $0.015 (one and one-
half cent) per share for the Company's common stock.

The quarterly cash dividend will have a record date of
September 30, 2003, and will be distributed to shareholders on
October 14, 2003. Central Parking Corporation has approximately 36
million shares of common stock outstanding.

Central Parking Corporation (S&P, BB Corporate Credit Rating,
Negative), headquartered in Nashville, Tennessee, is a leading
global provider of parking and transportation management services.
The Company operates approximately 3,800 parking facilities
containing more than 1.6 million spaces at locations in 39 states,
the District of Columbia, Canada, Puerto Rico, the United Kingdom,
the Republic of Ireland, Mexico, Chile, Peru, Colombia, Venezuela,
Germany, Switzerland, Poland, Spain and Greece.


CHESAPEAKE ENERGY: Declares Quarterly Preferred Share Dividends
---------------------------------------------------------------
Chesapeake Energy Corporation's (NYSE: CHK) Board of Directors has
declared a $0.035 per share quarterly dividend that will be paid
on October 15, 2003 to common shareholders of record on October 1,
2003. Chesapeake has approximately 216 million common shares
outstanding.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 6.75% Cumulative Convertible Preferred Stock, par
value $.01. The dividend for the 6.75% preferred stock is payable
on November 17, 2003 to preferred shareholders of record on
November 3, 2003 at the quarterly rate of $0.84375 per share.
Chesapeake has 2.998 million shares of 6.75% preferred stock
outstanding with a liquidation value of $150 million.

In addition, Chesapeake's Board has declared a quarterly cash
dividend on Chesapeake's 6.0% Cumulative Convertible Preferred
Stock, par value $.01. The dividend for the 6.0% preferred stock
is payable on December 15, 2003 to preferred shareholders of
record on December 1, 2003 at the quarterly rate of $0.75 per
share plus additional dividends payable at an annual rate of 0.5%
from September 15, 2003 to the date that the registration of the
6.0% preferred stock is declared effective by the Securities and
Exchange Commission. Chesapeake has 4.6 million shares of 6%
preferred stock outstanding with a liquidation value of $230
million.

Chesapeake Energy Corporation (S&P, B+ Senior Unsecured Debt and
CCC+ Convertible Preferred Share Ratings, Positive) is one of the
five largest independent natural gas producers in the U.S.
Headquartered in Oklahoma City, the company's operations are
focused on exploratory and developmental drilling and producing
property acquisitions in the Mid-Continent region of the United
States. The company's Internet address is http://www.chkenergy.com


COLLATERALIZED ASSETS: Fitch Cuts 2 Ratings to Low-B/Junk Levels
----------------------------------------------------------------
Fitch Ratings affirms one class and downgrades three classes of
Collateralized Assets Backed Securities Trust II (CABS II).

The following class has been affirmed:

        -- Class A Notes 'AAA'

The following class has been downgraded:

        -- Class B Notes to 'BBB+' from 'AA-'.

The following classes have been downgraded and removed from Rating
Watch Negative:

        -- Class C Notes to 'B' from 'BBB';

        -- Preference shares to 'CCC' from 'BB-';

SFA CABS II is a structured finance collateralized debt obligation
managed by Structured Finance Advisors. The portfolio supporting
the CDO is comprised of residential mortgage-backed securities,
general asset-backed securities, commercial mortgage-backed
securities and CDOs. Fitch has reviewed the credit quality of the
individual assets comprising the portfolio and has conducted cash
flow modeling using various default timing and interest rate
scenarios. As a result, Fitch has determined that the original
ratings assigned to the class B notes, class C notes and
preference shares of CABS II no longer reflect the current risk to
noteholders and shareholders.

The class C notes and preference shares were placed on Rating
Watch Negative on May 28, 2003. The rating actions reflect the
ongoing downward migration in the credit quality of the portfolio.
According to the August 2003 trustee report, the transaction was
failing its Fitch weighted-average rating factor test, with an
actual WARF of 22.2 ('BBB-'/'BB+') compared to a WARF trigger of
16.0 ('BBB'/'BBB-'). Approximately 18% of the collateral pool is
currently rated in the non-investment grade category, including
4.75% rated 'CCC' or below. SFA CABS II holds a number of
securities that Fitch has identified as having the potential to
impair the ability of the CDO to pay timely interest and ultimate
principal on the class B notes, ultimate interest and ultimate
principal on the C notes and ultimate payment of a 2% dividend and
ultimate receipt of the original stated amount on the preference
shares. The portfolio has experienced significant credit
deterioration in various sectors including aircraft, manufactured
housing, credit card and mutual fund fee securitizations. Given
the current low interest rate environment, the terms of the
interest rate swap, which were negotiated at closing, have created
a cash drain on the transaction.

As of the September 4, 2003 payment date, the class C notes have
experienced a current interest payment shortfall. CABS II is
currently failing both its class A/B and class C
overcollateralization tests resulting in the pay down of 11% of
the class A notes.


COMM SOUTH COMPANIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Comm South Companies, Inc.
        2909 N. Buckner Blvd.
        8th Floor
        Dallas, Texas 75228

Bankruptcy Case No.: 03-39496

Type of Business: The Debtor is a telecommunications company
                  providing local and long distance telephone
                  service for both residential and commercial
                  users.

Chapter 11 Petition Date: September 19, 2003

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Terrance Ponsford, Esq.
                  Sheppard Mullin Richter and Hampton, LLP
                  Four Embarcadero Center
                  Suite 1700
                  San Francisco, CA 94111
                  Tel: 415-434-9100
                  Fax: 415-434-3947

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $50 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Cap Gemini Ernst & Young LLC                        $1,208,764
PO Box 660401
Dallas, TX 75226-0401

Southwestern Bell Telephone                           $521,130
PO Box 930170
Dallas, TX 75393-0170

Bell South                                            $490,646
PO Box 70807
Charlotte, NC 28272-0807

Verizon+                                              $453,056
99 Shawn Road
Exception Processing Unit
Cockeysville, MD 21030

Telvista                                              $432,833
PO Box 200670
Dallas, TX 75320

Collins Walton Buckner, LP                            $387,000
511 East John Carpenter
c/o Stream Realty Partners
Irving, TX 75062

Etelecare International, Inc.                         $372,177
20/F Citibank Square
Eastwood City Cyber Park
Bagumbayan, Q.C.
Philippines

Reyes Law Firm                                        $334,500
c/o D. Barenett
4407 Bee Cave Rd.
Suite 512
Austin, TX 78746

Universal Service Administrative Co.                  $279,054
135 S. LaSalle, Dept. 1259
Chicago, IL 60674-1259

Quintessent Communication Inc.                        $217,812

Szabo Associates Inc                                  $211,962

Tribune Broadcasting                                  $174,980

David Childs Tax Assessor Collector                   $151,344

Qwest                                                 $135,375

Grupo Technico De Servicos                            $132,280

Ameritech Reseller Services                           $126,202

NW Communications of Texas, Inc.                       $98,302

Regulus                                                $77,760

GE-Capital                                             $77,531

Verizon                                                $66,498


COVANTA ENERGY: Reorg. Plan's Treatment of Claims and Interests
---------------------------------------------------------------
Pursuant to Section 1123(a)(1) of the Bankruptcy Code,
Administrative Expense Claims and Priority Tax Claims against the
Reorganizing Covanta Energy Debtors and the Heber Debtors are not
classified for purposes of voting on or receiving Distributions
under the Reorganization Plan.  These Claims are treated
separately.

                        Unclassified Claims

A. Administrative Expense Claims

   Each Reorganizing Debtor and Heber Debtor will pay to each
   holder of an Allowed Administrative Expense Claim against the
   Reorganizing Debtor or Heber Debtor, in full satisfaction,
   settlement, release and discharge of and in exchange for the
   Allowed Administrative Expense Claim, Cash in an amount equal
   to the Allowed Administrative Expense Claim on the
   Distribution Date; provided that any liabilities not incurred
   in the ordinary course of business were approved by a Final
   Court Order.

   Allowed Administrative Expense Claims representing liabilities
   incurred in the ordinary course of business by the
   Reorganizing Debtor or the Heber Debtor or liabilities arising
   under loans or advances to or other obligations incurred by
   the Reorganizing Debtor or the Heber Debtor whether or not
   incurred in the ordinary course of business, will be paid by
   the Reorganizing Debtor or the Heber Debtor in the ordinary
   course of business, consistent with past practice and in
   accordance with the terms and subject to the conditions of any
   agreements governing, instruments evidencing, or other
   documents relating to the transactions.

B. Compensation and Reimbursement Claims

   Except with respect to Substantial Contribution Claims, all
   (i) Retained Professionals, and (ii) Persons employed by the
   Reorganizing Debtors or the Heber Debtors or serving as
   independent contractors to the Reorganizing Debtors in
   connection with their reorganization efforts, that are seeking
   an award by the Court of compensation for services rendered or
   reimbursement of expenses incurred through and including the
   Effective Date will file and serve on the counsel for the
   Reorganizing Debtors and Heber Debtors and as otherwise
   required by the Court and Bankruptcy Code their final
   applications for allowance of compensation for services
   rendered and reimbursement of expenses incurred on or before
   the date that is 45 days after the Effective Date, subject to
   prior written notice to the counsel to the DIP Agents.

   The Reorganized Debtors and the Reorganized Heber Debtors will
   pay in full on the Distribution Date the Claims in amounts as
   allowed by the Court, after notice and hearing, or on other
   less favorable terms as may be mutually agreed upon between
   the Allowed Administrative Expense Claim Holder and the
   Reorganizing Debtors and Heber Debtors or, on and after
   the Effective Date, as approved by the Court.

C. Priority Tax Claims

   Subject to the consent of the requisite New Facility Lenders
   and Additional New Lenders, each Allowed Priority Tax Claim
   Holder will receive in full satisfaction, settlement, release,
   and discharge of and in exchange for the Allowed Priority Tax
   Claim, Cash equal to the unpaid portion of the Allowed
   Priority Tax Claim on or as soon as practical after the later
   of:

      (i) 30 days after the Effective Date, or

     (ii) 30 days after the date on which the Priority Tax Claim
          becomes Allowed.

   However, at its option, a Reorganized Debtor or Reorganized
   Heber Debtor may pay any or all Allowed Priority Tax Claims
   over a period not exceeding six years after the date of
   assessment of the Priority Tax Claims as provided in Section
   1129(a)(9)(C) of the Bankruptcy Code.  If a Reorganized Debtor
   or Reorganized Heber Debtor elects this option as to any
   Allowed Priority Tax Claim, then the Reorganized Debtor or
   Reorganized Heber Debtor will make payment of simple interest
   on the unpaid portion of the Claim semiannually without
   penalty of any kind, at the statutory rate of interest
   provided for the taxes under applicable non-bankruptcy law,
   with the first interest payment due on the latest of:

      (i) six months after the Effective Date;

     (ii) six months after the date on which the Priority Tax
          Claim becomes an Allowed Claim; or

    (iii) at a time as may be agreed to by the Priority Tax Claim
          Holder and the Reorganized Debtor or the Reorganized
          Heber Debtor.

D. DIP Financing Facility Claims

   On the Effective Date, the Reorganizing Debtors will pay all
   funded amounts and additional amounts outstanding under the
   DIP Financing Facility and all commitments will automatically
   and irrevocably terminate; provided, however, that on the
   Effective Date, all outstanding and unfunded letters of credit
   issued under Tranche A of the DIP Financing Facility will be
   replaced by letters of credit to be issued under the New
   Revolver Facility and, subject to acceptance by the requisite
   number of Tranche B DIP Lenders in accordance with Section
   2.13 of the DIP Financing Facility, all outstanding and
   unfunded letters of credit issued under Tranche B of the DIP
   Financing Facility will be replaced or otherwise continued by
   letters of credit to be issued under the Reinstated L/C
   Facility.  Once all the payments have been received in Cash by
   the DIP Lenders and all commitments have been terminated and
   the letters of credit have been issued under the New Revolver
   Facility or the Reinstated L/C Facility, the DIP Financing
   Facility will be terminated with respect to the Reorganizing
   Debtors, and the DIP Lenders will take all necessary action to
   confirm the removal of any liens on the properties of the
   applicable Reorganizing Debtors securing the DIP Financing
   Facility at the sole cost of the Reorganized Debtors.

   To the extent that Claims arising under Tranche B of the DIP
   Financing Facility will not be paid in full in Cash as a
   result of reinstatement and continuation of the letters of
   credit under the Reinstated L/C Facility, acceptance of the
   treatment in full satisfaction of their Allowed Administrative
   Expense Claim by the requisite DIP Lenders as provided under
   Section 2.13 of the DIP Financing Facility will be binding on
   all DIP Lenders.

   On the Effective Date applicable to the Heber Debtors,
   regardless of the amounts outstanding under the DIP Financing
   Facility, the DIP Financing Facility will terminate with
   respect to the Heber Debtors and the DIP Lenders will release
   the Heber Debtors from any claims and security interests
   granted in support of the DIP Financing Facility over Equity
   Interests in, and assets of, the Heber Debtors; provided,
   however, that the releases will be contingent upon the receipt
   by the DIP Lenders of the proceeds of the sale of the Heber
   Debtors or their assets to the extent of the funded amounts
   and additional amounts outstanding under the DIP Financing
   Facility.

                        Classified Claims

Pursuant to the Reorganization Plan, the classification of Claims
and Equity Interests is summarized as:


  Class      Claims               Status       Voting Right
  -----      ------               ------       ------------
   1     Allowed Priority         Unimpaired   Deemed to Accept
         Non-Tax Claims

   2     Allowed Project          Unimpaired   Deemed to Accept
         Debt Claims

   2H   Allowed Heber             Unimpaired   Deemed to Accept
        Secured Claims

   3    Allowed Reorganized       Impaired     Entitled to Vote
        Covanta Secured Claims

   4    Allowed Operating         Impaired     Entitled to Vote
        Company Unsecured Claims

   5    Allowed Covanta Energy    Impaired     Entitled to Vote
        America Unsecured Claims

   6    Allowed Covanta           Impaired     Entitled to Vote
        Unsecured Claims

   7    Allowed Heber             Unimpaired   Deemed to Accept
        Unsecured Claims

   8    Allowed Convenience       Impaired     Entitled to Vote
        Claims

   9    Intercompany Claims       Impaired     Deemed to Reject

  10    Subordinated Claims       Impaired     Deemed to Reject

  11    Equity Interests in       Impaired     Deemed to Reject
        Subsidiary Debtors

  12    Equity Interests in       Unimpaired   Deemed to Accept
        Covanta Huntington,
        Covanta Onondaga and
        DSS Environmental

  13    Old Covanta Stock         Impaired     Deemed to Reject
        Equity Interests

  14    Equity Interests in       Impaired     Deemed to Reject
        Heber Debtors

                       Treatment of Classified Claims

Class 1: Allowed Priority Non-Tax Claims

   Each an Allowed Class 1 Claim Holder will receive, in full
   settlement, release and discharge of its Class 1 Claim,
   either:

      (i) Cash, on the Distribution Date, in an amount equal to
          the Allowed Claim, or

     (ii) on other less favorable terms as the Reorganizing
          Debtors and the holder of an Allowed Priority Non-Tax
          Claim agree.

Class 2: Allowed Project Debt Claims

   On the Effective Date, the legal, equitable and contractual
   rights of the Allowed Class 2 Claims Holders will be
   reinstated in full satisfaction, release and discharge of
   their Class 2 Claims and will remain unaltered under the
   Reorganization Plan, except as the Reorganizing Debtors and
   the Allowed Class 2 Claim Holders may agree.  No contractual
   provisions or applicable law that would entitle the an Allowed
   Class 2 Claim Holder to demand or receive payment of the Claim
   prior to the stated maturity of the Claim, terminate any
   contractual relationship or take other enforcement action from
   and after the occurrence of a default that occurred prior to
   the Effective Date will be enforceable against the Reorganized
   Debtors.

Class 2H: Allowed Heber Secured Claims

   On the Effective Date, to the extent the claims are not paid
   in full on or prior to the Effective Date, the legal,
   equitable and contractual rights of the Allowed Class 2H
   Claim Holders will be reinstated in full satisfaction, release
   and discharge of their Class 2H Claims and will remain
   unaltered under the Reorganization Plan, except as the Heber
   Debtors and the Allowed Class 2H Claim Holders may otherwise
   Agree, provided, however, that the assets of the Heber Debtors
   subject to Liens, Claims and encumbrances of the Allowed Class
   2H Claim Holders may be sold, subject to the Liens, Claims and
   encumbrances, as part of the Geothermal Sale contemplated by
   the Reorganization Plan, and provided further that to the
   extent an Allowed Class 2H Claim is paid in full on or prior
   to the Effective Date, the Liens, Claims and encumbrances
   securing the claim will be released and discharged immediately
   upon full payment.

   No contractual provisions or applicable law that would entitle
   the Allowed Class 2H Claim Holders to demand or receive
   payment of the Claim prior to the stated maturity of the
   Claim, terminate any contractual relationship or take other
   enforcement action from and after the occurrence of a default
   that occurred prior to the Effective Date will be enforceable
   against the Reorganized Heber Debtors.

Class 3: Allowed Reorganized Covanta Secured Claims

   Subclass 3A: Secured Bank Claims

   Allowed Subclass 3A Claim Holders will receive the Subclass 3A
   Recovery in full settlement, release and discharge of their
   aggregate Allowed Subclass 3A Claims.  The Subclass 3A
   Recovery will be distributed as:

      (i) In full settlement, release and discharge of the
          Allowed Priority Bank Claims, the Priority Bank Lenders
          will receive first, to the extent available as part of
          the Subclass 3A Recovery, Excess Distributable Cash in
          an amount equal to the amount of the Allowed Priority
          Bank Claims and thereafter New High Yield Secured Notes
          in a principal amount equal to the remaining amount of
          the Allowed Priority Bank Claims;

     (ii) Immediately after making the Distribution on account
          of the Allowed Priority Bank Claims, the Allowed Non-
          Priority Subclass 3A Claim Holders will receive a Pro
          Rata Subclass Share of the remaining Subclass 3A
          Recovery where the distribution will consist of
          Distributable Cash, New High Yield Secured Notes and
          New Lender Warrants, which types of Distributions may
          be further allocated depending on whether a Subclass 3A
          Claim Holder is a New Facility Lender, one of the
          Additional New Lenders or a Non-Participating
          Lender;

   Subclass 3B: 9.25% Debenture Claims

   On the Distribution Date, the Allowed Subclass 3B Claim
   Holders will receive the Subclass 3B Recovery in full
   settlement, release and discharge of their Allowed Subclass 3B
   Claims.  The Subclass 3B Recovery will be distributed as:

      (i) Each Allowed Subclass 3B Claim Holder will receive its
          Pro Rata Subclass Share of Distributions of the
          Subclass 3B Recovery; provided, however, that with
          respect to the Subclass 3B Recovery:

          (1) the New Facility Lenders in Subclass 3B, if any,
              will receive their Secured Value Distribution
              first, to the extent available, in the form of
              Distributable Cash and thereafter in the form of
              New High Yield Secured Notes; and

          (2) the members of the Additional New Lenders in
              Subclass 3B will receive their Secured Value
              Distribution solely in the form of New High Yield
              Secured Notes plus a Pro Rata Subclass Share of the
              New Lender Warrants; and provided further that the
              Non-Participating Lenders in Subclass 3B will not
              receive any Distributable Cash or any Distribution
              of New Lender Warrants.

     (ii) In the event that the parties to the 9.25% Adversary
          Proceeding reach a settlement to their dispute, the
          Distributions made to each Allowed Subclass 3B Claim
          Holder will be subject to adjustment and modification
          in accordance with the provisions of the settlement.

Class 4:  Allowed Operating Company Unsecured Claims

   On the Distribution Date, each Allowed Class 4 Claim Holder
   will receive, in full settlement, release and discharge of its
   Class 4 Claim, a Distribution of Reorganization Plan Unsecured
   Notes in the aggregate principal amount equal to the amount of
   its Allowed Class 4 Claim.

   With respect to Allowed Class 4 Claims for and to the extent
   which insurance is available, the Class 4 Claims will be paid
   in the ordinary course of the Reorganizing Debtors' business
   to the extent of the insurance, when any Claim becomes an
   Allowed Claim insurance proceeds become available; provided,
   however, that to the extent insurance is not available or is
   insufficient, treatment of the Allowed Class 4 Claims will be
   as otherwise provided for Class 4 Claim Holders.

   In addition, each Allowed Class 4 Claim Holder will have the
   option to elect to be treated as a Class 4 Claim, in which
   case, at the option of the Reorganizing Debtors, each holder
   of an Elective Convenience Claim will be entitled to receive
   either:

      (i) cash payment, in an amount equal to the lesser of
          $2,500 or 75% of the Allowed Class 4 Claim, or

     (ii) the Reorganization Plan Unsecured Notes that the holder
          would otherwise have been entitled to receive for its
          Allowed Class 4 Claim pursuant to the Reorganization
          Plan if the holder had not made the election.

Class 5: Allowed Covanta Energy Americas Unsecured Claims

   On the Distribution Date, each Allowed Class 5 Claim Holder
   will receive, in full satisfaction, release and discharge of
   its Class 5 Claim, a Distribution of Reorganization Plan
   Unsecured Notes in the aggregate principal amount equal to the
   amount of its Allowed Class 5 Claim.

Class 6: Allowed Covanta Unsecured Claims

   On the Distribution Date, each Allowed Class 6 Claim Holder
   will receive, in full satisfaction, release and discharge of
   its Class 6 Claim:

      (i) Reorganization Plan Warrants representing 7 1/2% of
          the equity of Reorganized Covanta, subject to any
          agreed upon pro rata dilution imposed on all
          Reorganization Plan Warrants, as required for ESOP
          purposes;

     (ii) 5% of the first $80,000,000 of net cash proceeds when
          realized from the sale of the CPIH assets and which
          proceeds are distributed to Allowed Class 3 Claim
          Holders;

    (iii) 10% of Reorganized CPIH Preferred Stock; provided,
          however, that the Preferred Stock will only be entitled
          to distributions to the extent of cash proceeds when
          realized from the sale of the CPIH assets in excess of
          $90,000,000;

     (iv) the Prepetition Lenders' waiver of:

          (1) any Deficiency Claim on account of the Allowed
              Secured Bank Claim; and

          (2) the subordination provisions contained in the
              Convertible Subordinated Bonds; and

      (v) all proceeds from any cause of action or claim of the
          Reorganizing Debtors arising under Sections 544, 545,
          547, 548, 549 and 550 of the Bankruptcy Code, and the
          right to pursue any Avoidance Actions on terms to be
          agreed upon with the Reorganizing Debtors; provided
          that in no event will the Avoidance Actions or other
          actions include claims or causes of action against any
          of the Prepetition Lenders, DIP Lenders or the holders
          of the 9.25% Debentures.

   In the event that the parties to the 9.25% Adversary
   Proceeding reach a settlement to their dispute, the
   Distributions made to each holder of an Allowed Class 6 Claim
   will be subject to adjustment and modification in accordance
   with the provisions of that settlement.

   With respect to Allowed Class 6 Claims for and to the extent
   which insurance is available, the Class 6 Claims will be paid
   in the ordinary course of the Reorganizing Debtors business to
   the extent of the insurance, when any Claim becomes an Allowed
   Claim and the insurance proceeds become available.  To the
   extent that insurance is not available or is insufficient,
   treatment of the Allowed Class 6 Claims will be as otherwise
   provided in the Reorganization Plan.

   The Committee and the Bondholders Committee have reached a
   tentative settlement in principle of the 9.25% Debentures
   Adversary Proceeding.  To achieve a consensual settlement,
   final agreement and approval by the Bondholders Committee
   remains subject to their approval of the treatment of the
   9.25% Debentures Claims under the Reorganization Plan.

Class 7: Allowed Heber Unsecured Claims

   On the Distribution Date, each Allowed Class 7 Claim Holder
   will receive, in full satisfaction, release and discharge of
   its Class 7 Claim, a Cash payment equal to the full amount of
   its Allowed Class 7 Claim.

Class 8: Allowed Convenience Claims

   On the Distribution Date, each Allowed Class 8 Claim Holder
   will receive, in full satisfaction, release and discharge of
   its Class 8 Claim, a payment in Cash, in an amount equal to
   75% of the Allowed amount of the Class 8 Claim.

Class 9: Intercompany Claims

   Subclass 9B: Reorganizing Debtors Intercompany Claims

   In the sole discretion of the applicable Reorganizing Debtor
   or Reorganized Debtor, Subclass 9B Claims will be either:

      -- preserved and reinstated;
      -- released, waived and discharged, or
      -- contributed to the capital of the obligor corporation.

   Subclass 9C: Reorganized Heber Debtors Intercompany Claims

   Each Heber Debtors Intercompany Claim will be deemed released,
   waived and discharged.

Class 10: Subordinated Claims

   As of the Effective Date, Class 10 Claim Holders will not
   receive any Distributions or retain any property under the
   Reorganization Plan in respect of Class 10 Claims, in full
   satisfaction, release and discharge of the Claims.

Class 11: Equity Interests in Subsidiary Debtors

   Holders of Equity Interests in Subsidiary Debtors will not
   receive any Distribution under the Reorganization Plan, except
   that any Equity Interest in a Subsidiary Debtor will continue
   to be held by the Reorganizing Debtor that originally held
   the Equity Interest, which Equity Interests will be evidenced
   by the existing capital stock, partnership or membership
   interests.

Class 12: Equity Interests in Covanta Huntington, Covanta
          Onondaga and DSS Environmental

   As of the Effective Date, holders of Equity Interests in
   Covanta Huntington, Covanta Onondaga and DSS Environmental
   will be reinstated, in full satisfaction, release, and
   discharge of any Allowed Class 12 Equity Interests.

Class 13: Old Covanta Stock Equity Interests

   Holders of Allowed Equity Interests in Old Covanta Stock will
   not receive any Distribution or retain any property under the
   Reorganization Plan in respect of Class 13 Equity Interests.
   All Class 13 Equity Interests in Old Covanta Stock will be
   cancelled, annulled and extinguished, in full satisfaction,
   release and discharge of any Allowed Class 13 Equity
   Interests.

Class 14: Equity Interests in the Heber Debtors

   Subclass 14A: Equity Interests in Covanta SIGC Energy I,
                 Covanta SIGC Energy II, Heber Field Company and
                 Heber Geothermal Company

   Holders of Allowed Class 14A Equity Interests will not receive
   any Distribution or retain any property under the Heber
   Reorganization Plan in respect of Class 14A Equity Interests.
   All Class 14A Equity Interests will be cancelled, annulled and
   extinguished, in full satisfaction, release and discharge of
   any Allowed Class 14A Equity Interests.

   Subclass 14B: Equity Interest in Amor 14 and Second Imperial
                 Geothermal Company

   Holders of Allowed Class 14B Equity Interests will not receive
   any Distribution under the Heber Reorganization Plan, except
   that any Equity Interests will continue to be held by the
   Heber Debtor or Reorganizing Debtor that originally held the
   Equity Interests, which Equity Interests will continue to be
   evidenced by the existing capital stock, partnership or
   membership interests. (Covanta Bankruptcy News, Issue No. 36;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


CUSTOM METAL SERVICES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Custom Metal Services, Inc.
        2450 Burkburnett Road
        P.O. Box 8129
        Wichita Falls, Texas 76307

Bankruptcy Case No.: 03-70794

Type of Business: Metal fabrication and sales

Chapter 11 Petition Date: September 19, 2003

Court: Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Ronald L. Yandell, Esq.
                  Law Offices of Ron L. Yandell
                  705 Eighth St.
                  Suite 720
                  Wichita Falls, TX 76301
                  Tel: 940-761-3131
                  Fax: 940-761-3133

Total Assets: $3,861,587

Total Debts: $4,588,035


CWMBS (INDYMAC): Fitch Affirms Low-B Ratings of Classes B5 & B6
---------------------------------------------------------------
Fitch Ratings has taken rating actions on the following CWMBS
(IndyMac), Inc. residential mortgage-backed certificates:
CWMBS (IndyMac) Mortgage Pass-Through Certificates, Series 1995-E:

        -- Class A affirmed at 'AAA';

        -- Class M affirmed at 'AAA';

        -- Class B1 affirmed at 'AAA';

        -- Class B2 upgraded to 'AAA' from 'AA';

        -- Class B3 upgraded to 'A+' from 'BBB+'.

CWMBS (IndyMac) Mortgage Pass-Through Certificates, Series 1995-G:

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

        -- Class B2 upgraded to 'AA' from 'BBB'.

CWMBS (IndyMac) Mortgage Pass-Through Certificates, Series 1995-J:

        -- Class A affirmed at 'AAA';

        -- Class B1 affirmed at 'AAA';

        -- Class B2 affirmed at 'AAA';

        -- Class B3 affirmed at 'AAA';

        -- Class B4 affirmed at 'A';

        -- Class B5 affirmed at 'BB+';

        -- Class B6 affirmed at 'B'.

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.


DIAMETRICS MEDICAL: Asset Sale to International Technidyne OK'd
---------------------------------------------------------------
Diametrics Medical, Inc. (OTCBB:DMED) announced that at the
special meeting of shareholders held on September 19, 2003,
Diametrics' shareholders approved the sale and transfer of
substantially all of the assets of its intermittent testing
business to International Technidyne Corporation, a wholly owned
subsidiary of Thoratec Corporation (Nasdaq:THOR).

The assets sale described in the proxy materials remains subject
to customary closing conditions.

Diametrics Medical -- whose June 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $1.2 million -- is a
leader in critical care technology. The Company's products improve
the quality of healthcare delivery by providing immediate,
accurate and cost effective blood and tissue diagnostic
information. Primary products include the IRMA SL blood analysis
system; the TrendCare continuous blood gas monitoring system,
including Paratrend and Neotrend for use with adult, pediatric and
neonatal patients; the Neurotrend cerebral tissue monitoring
system; and the Integrated Data Management System. Additional
information is available at the company's Web site at
http://www.diametrics.com


DLJ MORTGAGE: S&P Ups and Affirms Low-B Rating on 2 Note Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
A-2, A-3, B-1, B-2, and B-3 of DLJ Mortgage Acceptance Corp.'s
commercial mortgage pass-through certificates series 1995-CF2.
Concurrently, the rating on class B-4 is affirmed.

The raised and affirmed ratings reflect increased credit support
levels resulting from loan payoffs, as well as stable net cash
flow debt service coverage.

As of Sept. 17, 2003, the trust collateral pool consisted of 46
loans, with an outstanding principal balance of $165.5 million,
down from 166 loans totaling $508.5 million at issuance. Midland
Loan Services Inc., the master servicer, reported information on
86% of the pool. Standard & Poor's calculated the DSC for the
current pool at 1.41x, versus 1.35x at issuance. All loans in the
pool are current. The pool has property type concentrations in
retail (48%), multifamily (24%), and hospitality (26%), with
geographic concentrations in Pennsylvania and California at 17%
and 13%, respectively.

The current top 10 loans have an aggregate outstanding balance of
$89.8 million (54%). The weighted average DSC for the top 10 loans
increased to 1.44x from 1.36x at issuance.

According to the special servicer, Lennar Partners Inc. (Lennar),
there are two specially serviced loans ($31.5 million, 19%). The
largest loan in the pool ($22.2 million, 13%) is secured by a
352,118-square-foot (sq. ft.) anchored shopping center in Hemlock,
Pa., which is in rural, northwestern Pennsylvania. The loan became
specially serviced because the largest tenant, Ames, vacated 23%
of the gross leasable area in the fall of 2002. Subsequently,
other stores in the shopping center have also vacated.
Additionally, a competitor in the area has expanded and added
another anchor tenant. The situation has resulted in deteriorating
occupancy and financial performance. As of May 31, 2003, current
occupancy is 64% and current DSC is 0.86x. At this time, the
borrower has no significant leads on any prospective tenants.

The other specially serviced loan is secured by a 211,816-sq.-ft.
strip center consisting of three, one-story buildings containing
25 units. The property is in Huntsville, Ala., and has a current
principal balance of $9.3 million (6%). The loan was scheduled to
mature Nov. 1, 2002. Due to poor tenant quality, the borrower was
unable to refinance the loan and negotiated several forbearance
agreements, which effectively extended the maturity to November
2003. Property performance is good, and current occupancy is near
100% with a DSC of 1.40x at year-end 2002.

Midland's watchlist contains 19 loans, with an aggregate principal
balance of $69.4 million (42%). A large portion of the watchlist
consists of nine cross-collateralized loans secured by hotel
properties ($28.2 million, 17%). The borrower, Lodgian, obtained
financing in November 2002 and March 2003 to emerge from
bankruptcy. As of June 30, 2003, the Lodgian loans have a combined
DSC of 1.09x, down from 1.64x at issuance, and were transferred
from special servicing on March 20, 2003. Due to the problems in
the lodging industry, several of the loans are performing poorly
and were stressed accordingly by Standard & Poor's.

Based on discussions with the master and special servicers,
Standard & Poor's stressed various loans in the mortgage pool as
part of its analysis. The expected losses and resultant credit
levels adequately support the raised and affirmed ratings.

                         RATINGS RAISED

                  DLJ Mortgage Acceptance Corp.
     Commercial mortgage pass-through certs series 1995-CF2

                   Rating
     Class   To             From   Credit Enhancement (%)
     A-2     AAA            AA+                    89.27
     A-3     AAA            A+                     70.85
     B-1     AAA            BBB+                   49.34
     B-2     AA             BBB-                   43.20
     B-3     BB+            BB                     23.26

                         RATING AFFIRMED

                  DLJ Mortgage Acceptance Corp.
     Commercial mortgage pass-through certs series 1995-CF2

               Class   Rating   Credit Enhancement (%)
               B-4     B                         9.43


DOMAN INDUSTRIES: Court-Appointed Monitor Files September Report
----------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court its
report for the period ended September 15, 2003.

The report, a copy of which may be obtained by accessing the
Company's Web site - http://www.domans.com- or the Monitor's Web
site - http://www.kpmg.ca/doman- contains selected unaudited
financial information prepared by the Company for the period.


DUKE FUNDING II: S&P Affirms BB Rating on Class D Notes
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B, C-1, and C-2 notes issued by Duke Funding II Ltd., a CDO backed
by ABS and other structured securities and managed by Duke Funding
Management LLC, on CreditWatch with positive implications. At the
same time, the ratings on the class A-1, A-2, and D notes are
affirmed.

The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the notes
since the transaction was originated in October 2001. These
factors include an increase in the level of overcollateralization
available to support the notes and a recent positive migration in
the overall credit quality of the assets within the collateral
pool securing the rated notes.

The transaction has paid down a total of $1.067 million and $1.422
million to the class C-1 and C-2 noteholders respectively, since
the transaction was originated. The combination of increased
payments and an increase in the portfolio collateral balance have
resulted in improved overcollateralization ratios for the
transaction. According to the most recent trustee report (Aug. 15,
2003), the class A/B overcollateralization ratio is currently at
112.02% (above its minimum required ratio of 105.89%), up from
110.086% at issuance. The class C overcollateralization ratio is
currently at 107.488% (above its minimum required ratio of
101.53%), up from 104.716% at close. Finally, the class D
overcollateralization ratio is currently at 106.00% (above its
minimum required ratio of 100.1%), up from 103.28% at close.

The credit quality of the collateral pool has also improved during
the past several months. Currently, 83.20% of the portfolio
consists of collateral from obligors with ratings in the
investment-grade category. Additionally, the transaction is
currently passing Standard & Poor's Trading Model test, a measure
of the amount of credit quality in the current portfolio to
support the ratings assigned to the liabilities.

Also, the weighted average coupon generated by the assets in the
portfolio is currently at 7.574%, and remains in compliance by
remaining above its minimum required level of 7.45%.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Duke Funding II Ltd. to determine the
level of future defaults the rated notes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared to the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the amount of credit
enhancement available.

               RATINGS PLACED ON CREDITWATCH POSITIVE

                         Duke Funding II Ltd.

                         Rating
          Class    To               From    Balance ($ mil.)
          B        AA-/Watch Pos    AA-              40.000
          C-1      BBB/Watch Pos    BBB               4.933
          C-2      BBB/Watch Pos    BBB               6.578

                         RATINGS AFFIRMED

                         Duke Funding II Ltd.

          Class      Rating     Balance ($ mil.)
          A-1        AAA                 200.00
          A-2        AAA                  33.00
          D          BB                    4.00


DVI: Wants to Use Lenders' Cash Collateral to Finance Operations
----------------------------------------------------------------
DVI, Inc., and its debtor-affiliates are asking for approval of
the U.S. Bankruptcy Court for the District of Delaware for an
authority to use their lenders' cash collateral to finance the
continued operation of their business.

The Debtors report that before the Petition Date, DVI Financial
Services, Inc., entered into a loan agreement with Fleet National
Bank, U.S. Bank National Association, Bank One, N.A., Bank of
America, N.A., Sovereign Bank of CDC Mortgage Capital Inc.  Fleet
National Bank serves as Swing Line Lender, Issuing Bank, arranger
and administrative and collateral agent.  The Fleet Lenders agree
to loan up to $150,000,000 to DVIFS. As of the Petition Date, the
Fleet Lenders assert they were owed not less than $149,000,000 in
unpaid principal, plus accrued and unpaid interest, letter of
credit reimbursement obligations, fees, expenses and costs. The
Fleet Lenders assert that security interests and liens on all
personal property and fixtures of every kind and nature owned by
DVIFS secure the Fleet Prepetition Secured Obligations.

In addition to the financing provided by the Fleet Agreement, it
appears that, DVIFS obtains secured financing from Merrill Lynch
Mortgage Capital Inc., Bank of Montreal, Centro Internationale
Handlesbank Aktengesellschaft, Lombard North Central, PLC, ING
Leasing, Oyak Bank, Roxborough Manayunk Bank, U.S. Bank and
various other lenders pursuant to numerous secured financing
facilities.

In addition to the financing provided by the Fleet Lenders and the
Other DVIFS Agreements, it appears that, DVIFS has transferred
certain leases, lease agreements, liens and security interests of
DVIFS in all leased property, and all proceeds and products to
various special purpose vehicle direct and indirect subsidiaries.

It appears that, pursuant to various contribution and servicing
agreements, if the collections from lessees are insufficient to
meet certain requirements a default will occur and DVIFS may be
replaced as servicer. It appears that, the value of DVIFS would be
negatively impacted if it were replaced as servicer and DVIFS
stopped receiving servicer fees.

DVI Business Corporation on the other hand, obtained a secured
financing from U.S. Bank up to $30,000,000. As of the Petition
Date, U.S. Bank asserts it was owed not less than $17,000,000 in
unpaid principal, plus accrued and unpaid interest, fees, expenses
and costs. U.S. Bank asserts that security interests on all loans
owned by DVIBC and made by DVIBC to Providers secure the U.S. Bank
Prepetition Secured Obligations.

DVIBC has also transferred certain loans to Providers, related
loan agreements, liens, security interests and other rights of
DVIBC in all accounts receivable and other collateral for the
loans to Providers, all guarantees executed in connection with the
loans to Providers, and all proceeds of the foregoing to a special
purpose vehicle subsidiary, DVI Business Credit Receivable Corp.
III.  If the collections from Providers' accounts receivable are
insufficient to fund Providers' requests for advances, a default
will occur under the contribution and servicing agreement between
DVIBC and DVI Business Credit Receivable Corp. III and:

     a) DVIBC may be replaced as servicer; and

     b) holders of bonds secured by the assets of the DVIBC SPV
        will have the right to retain all collections from
        Providers without funding any requests of Providers for
        advances.

Under the Debtors' prepared cash projections, and given the
inherent difficulty of estimating their future cash flow under the
current circumstances, the Debtors lack sufficient liquidity to
meet, or to assure their vendors and the Providers that they can
meet, their ongoing postpetition obligations.

Moreover, the Debtors are seeking, through the chapter 11 process,
to maximize their enterprise value through the sale of their
businesses as a going concern to the highest bidder, or through a
reorganization of their businesses. Prior to the consummation of
any such sale or reorganization, it is critical that the Debtors
continue to operate their businesses in the ordinary course,
maintain the Provider, other customer, vendor and employee
relationships and stabilize the Debtors' businesses.

In order to obtain the additional liquidity needed to conduct
their businesses in a manner that will maximize their going
concern value to prospective purchasers, the Debtors have
determined, in the exercise of their sound business judgment, that
the use of cash collateral is imperative.

To pay down their debts, the Debtors ask approval from the Court
to use the secured lenders' cash collateral in an interim basis
according to the budget:

                                9/14      9/21      9/28
                                ----      ----      ----
  Beginning Operating Cash     (2,419)  (5,876)   (4,558)
  Operating Inflows            (2,506)   3,150       173
  Operating Outflows             (652)  (1,092)     (466)
  Operating Cash Flows         (3,158)   2,058      (293)
  Non-Operating Outflows         (299)    (739)     (645)
  Ending Total Cash            (5,876)  (4,558)   (5,496)

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


EAGLE FOOD CENTERS: Court to Consider Asset Sales on Sept. 30
-------------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates supermarkets in
Illinois and Iowa, has submitted seven purchase agreements for the
sale of nine of its stores -- two of which were selected by
auction Thursday last week.

In connection with the auction, The Bobak Acquisition Corp.
emerged as the highest and best bidder for store # 110 located in
Naperville, IL and Central Grocers, Inc. emerged the highest and
best bidder for store #311 in Belvidere, IL. Both purchase
agreements were submitted to the Bankruptcy Court Friday and are
scheduled for hearing on September 30, 2003.

In addition, Friday, Eagle Foods submitted seven other purchase
agreements to the Bankruptcy Court, all of which are scheduled for
hearing on September 30, 2003. The seven purchase agreements
consist of the following: Crystal Lake Limited Partnership for
store # 289 in Crystal Lake, IL; Jefferson Capital Group, Inc. for
store # 111 in Elgin, IL and store # 86 in Montgomery, IL; Tesbo
Conception Group LLC for store #075 in Rock Island, IL including
the building and land; a third party for store # 008 in East
Moline, IL including the building and land; and Downtown Eagle
Corporation for store# 130 in Dubuque, IA and store #234 in
Clinton, IA.

Eagle Foods will continue to market the balance of its stores and
infrastructure.


ECHOSTAR COMMS: Will Retire All of 4-7/8% Conv. Notes Earlier
-------------------------------------------------------------
EchoStar Communications Corporation (Nasdaq: DISH) has elected to
retire all of its outstanding 4-7/8% Convertible Subordinated
Notes due 2007, more than three years early pursuant to its
optional early redemption right.

In accordance with the terms of the indenture governing the notes,
the $1 billion principal amount of the notes will be redeemed
effective Oct. 20, 2003, at 102.786 percent of the principal
amount, for a total of approximately $1.028 billion. Interest on
the notes will be paid to the Oct. 20, 2003, redemption date. The
trustee for the notes is U.S. Bank National Association, telephone
1-800-934-6802.

EchoStar Communications Corporation (Nasdaq:DISH) (S&P/BB-
/Stable), through its DISH Network(TM), is the fastest growing
U.S. provider of satellite television entertainment services with
9 million customers. DISH Network delivers advanced digital
satellite television services, including hundreds of video and
audio channels, Interactive TV, digital video recording, HDTV,
international programming, professional installation and 24-hour
customer service. Headquartered in Littleton, Colo., EchoStar has
been a leader for 23 years in digital satellite TV equipment sales
and support worldwide. EchoStar is included in the Nasdaq-100
Index and is a Fortune 500 company. Visit EchoStar's Web site at
http://www.echostar.com


ECHOSTAR COMMS: Unit Prices $2.5-Billion Senior Notes Offering
--------------------------------------------------------------
EchoStar Communications Corporation (NASDAQ: DISH) (S&P/BB-
/Stable) announced that its subsidiary, EchoStar DBS Corporation,
has priced an offering of $2.5 billion aggregate principal amount
of senior debt securities.

The debt securities will be issued in three series.

-- A five-year senior note series with a floating interest rate
   determined by LIBOR (London Interbank Offered Rate) plus 325
   basis points, with an aggregate principal amount of $500
   million.

-- A five-year senior note series priced at 5 3/4 percent with an
   aggregate principal amount of $1 billion.

-- An eight-year senior note series priced at 6 3/8 percent with
   an aggregate principal amount of $1 billion.

The debt securities were each priced at par. The proceeds of the
offering are intended to be used to repurchase or redeem all or a
portion of EchoStar DBS Corporation's 9 3/8% Senior Notes due 2009
and other outstanding debt securities and for general corporate
purposes.

The sale of the Notes is expected to close on Oct. 2, 2003,
subject to customary conditions.

EchoStar DBS Corporation placed the securities in a private
transaction under Rule 144A under the Securities Act. The notes
have not been registered under the Securities Act of 1933, as
amended, or the securities laws of any other jurisdiction and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

EchoStar Communications Corporation (Nasdaq:DISH), through its
DISH Network(TM), is the fastest growing U.S. provider of
satellite television entertainment services with 9 million
customers. DISH Network delivers advanced digital satellite
television services, including hundreds of video and audio
channels, Interactive TV, digital video recording, HDTV,
international programming, professional installation and 24-hour
customer service. Headquartered in Littleton, Colo., EchoStar has
been a leader for 23 years in digital satellite TV equipment sales
and support worldwide. EchoStar is included in the Nasdaq-100
Index and is a Fortune 500 company. Visit EchoStar's Web site at
http://www.echostar.com


ENRON: Judge Gonzalez Fixes Procedures for Avoidance Actions
------------------------------------------------------------
U.S. Bankruptcy Court Judge Gonzalez rules that:

A. Where an adversary proceeding has been commenced for an
   Avoidance Action:

   -- Rule 7026(f) of the Federal Rules of Bankruptcy Procedure
      is not applicable in any Avoidance Action;

   -- No initial pre-trial conference will be conducted pursuant
      to Bankruptcy Rule 7016 and accordingly, the Summons filed
      and served by the Enron Debtors will not include a date for
      a pre-trial conference; and

   -- No motion may be made without prior Court approval, which
      may be sought, on notice to the Debtors and the Committee,
      by telephone conference with the Court;

B. Any party in an Avoidance Action may, for good cause shown
   and where circumstances warrant, seek a Court order for a
   modification of the terms of this Order;

C. These procedures will govern the proposed settlements of the
   Avoidance Actions:

   (1) For the settlement of any Avoidance Action where the
       amount demanded is $2,000,000 and greater, the Debtors
       will, after obtaining the prior agreement of the Official
       Committee of Unsecured Creditors that the proposed
       settlement is fair and reasonable, move for Court
       approval of the proposed settlement pursuant to
       Bankruptcy Rule 9019 with notice provided in accordance
       with the December 17, 2002 Second Amended Case Management
       Order;

   (2) For the settlement of any Avoidance Action where the
       amount demanded is greater than $1,000,000 but less than
       $2,000,000, the Debtors will consult with the Committee
       regarding the proposed settlement and move for Court
       approval of the proposed settlement pursuant to
       Bankruptcy Rule 9019 with notice provided in accordance
       with the Case Management Order;

   (3) For the settlement of any Avoidance Action where the
       amount demanded is greater than $200,000 but less than
       $1,000,000, service of notice of any proposed
       settlement by regular, first-class mail upon:

         (i) counsel for the Committee;

        (ii) the Office of the United States Trustee;

       (iii) the parties listed on the Service List in the Case
             Management Order; and

        (iv) the defendant in that particular Avoidance Action.

       The Debtors will also file the notice on the Court's
       electronic docket.  If no written objection is received
       within 10 business days after the date of service of the
       Notice, the Debtors will be authorized to consummate the
       proposed settlement without a further Court Order or
       consent of any other party;

   (4) For the settlement of any Avoidance Action where the
       amount demanded is $200,000 or less, the Debtors will be
       authorized to consummate the proposed settlement without
       a Court Order and without giving notice to, or receiving
       consent from, any other party; and

   (5) Beginning on the 30th day after the first settlement is
       consummated or approved -- if necessary, the Debtors will
       submit to the Court, the Committee and the Office of the
       United States Trustee a monthly status report setting
       forth the Avoidance Actions that have settled and the
       amount of each settlement; and

D. The Avoidance Actions covered by this Order will not include
   any actions that have been or in the future are commenced:

   (1) against any current or former insider of the Debtors;

   (2) against any current or former employee of the Debtors or
       the Debtors' past and present affiliates;

   (3) by the Committee;

   (4) against another Debtor or any affiliate of the Debtors;
       and

   (5) against these Excluded Parties:

       -- ABN Amro and Affiliates,
       -- Bank of America Corp. and Affiliates,
       -- Barclays and Affiliates,
       -- CIBC and Affiliates,
       -- Citigroup and Affiliates,
       -- Credit Lyonnaise and Affiliates,
       -- CSFB and affiliates,
       -- Deutsche Bank (Bankers Trust) and Affiliates,
       -- Enterprise Service Company and Affiliates,
       -- Goldman Sacks and Affiliates,
       -- JPMorgan Chase and Affiliates,
       -- John Hancock Life Insurance Co. and Affiliates,
       -- Lehman and Affiliates,
       -- Rabobank and Affiliates,
       -- Royal Bank of Canada and Affiliates,
       -- Royal Bank of Scotland and Affiliates,
       -- Salomon Smith Barney, Inc. and Affiliates,
       -- Talent Tree, Inc. and Affiliates,
       -- UBS and Affiliates, and
       -- West LB and Affiliates. (Enron Bankruptcy News, Issue
          No. 79; Bankruptcy Creditors' Service, Inc., 609/392-
          0900)


EXEGENICS INC: Ernst & Young LLP Resigns as Independent Auditor
---------------------------------------------------------------
eXegenics Inc. (Nasdaq: EXEG) announced that Ernst & Young LLP has
resigned as eXegenics' independent auditor.

The Audit Committee of the Board of Directors of eXegenics has
begun the process of conducting its search for and interviewing
new independent auditors to audit eXegenics' financial statements
for the fiscal year ending December 31, 2003.

Ernst & Young's decision to resign was not influenced by any
disagreements with management relating to eXegenics' financial
statements. Ronald L. Goode, Ph.D., Chairman and Chief Executive
Officer of eXegenics commented, "While we regret that they can no
longer continue to serve us, we highly appreciate the services
Ernst & Young provided to our company and thank them for having
served as our auditors. We believe that the lack of disagreements
with this major accounting firm is a credit to our internal
accounting processes and procedures."

                          *    *    *

               LIQUIDITY AND CAPITAL RESOURCES

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

"At March 31, 2003, we had cash and cash equivalents of
approximately $15,476,000. Since our inception, we have financed
our operations from debt and equity financings as well as fees
received from licensing and research and development agreements.
During the three months ended March 31, 2003, net cash used in
operating activities was $1,236,000, the largest elements of which
were one-time payments of approximately $541,000 related to the
termination of scientific programs. In addition, during the three
months ended March 31, 2003, we received $10,000,000 from
investing activities, from a maturing investment security. The
latter funds were reinvested in short-term money market
instruments.

"We believe that we have sufficient cash and cash equivalents on
hand at March 31, 2003 to finance our plan of operation through
December 31, 2003. We currently have no new material commitments
to purchase capital assets through December 31, 2003. However, we
expect to incur new liabilities related to the in-licensing and
clinical development of compounds as outlined in our business
strategy. We anticipate that we may not have sufficient capital
resources to complete new programs prior to product
commercialization. There can be no assurance that any required
financings will be available, through bank borrowings, debt or
equity offerings on acceptable terms or at all."


FRUIT OF THE LOOM: Resolves Claim Dispute with American Casualty
----------------------------------------------------------------
On May 30, 2002, the United States Customs Service filed three
proofs of claim for liquidated damages and unliquidated or
contingent duties, fees and other charges.  The U.S. Customs
asserts that each claim is entitled to priority as an
administrative expense of the Fruit of the Loom Debtors'
estates:

(1) Claim No. 8991.00 for liquidated damages worth $7,602;

(2) Claim No. 8992.00 for liquidated damages worth $2,472,440;
    and

(3) Claim No. 8993.00 for liquidated damages worth $2,472,440.

The Debtors objected to the three Claims on various occasions.

By a Stipulation dated March 18, 2003 by and between the FOL
Liquidating Trust, Reorganized Fruit of the Loom, the U.S. Customs
and Travelers Casualty & Surety Company, the U.S. Customs amended
the Customs Claims to withdraw its claims with respect to the
Trust.  Reorganized Fruit of the Loom acknowledged that the
postpetition Customs Claims against Union Underwear Company, Inc.
and Fruit of the Loom Texas, Inc. have been assumed by Reorganized
Fruit of the Loom pursuant to the settlement terms.  The Court
then expunged the Customs Claims.

In Fruit of the Loom Texas' Schedules and Summary of Financial
Affairs, American Casualty Company of Reading, PA is listed as
holding a secured claim for $1,200,000 based on Surety Bond No.
991201006 for contingent liability to the U.S. Customs, which
Claim has been designated as Claim No. 53885.  In addition, in Pro
Player Inc.'s Schedules and Summary of Financial Affairs, American
Casualty is listed as holding a $1,000,000 secured claim based on
Surety Bond No. 990623006 for contingent liability to the U.S.
Customs.  The $1,000,000 claim is designated as Claim No. 52894.
Furthermore, Old Union Underwear declared in its Schedules and
Summary of Financial Affairs that American Casualty has a
$9,200,000 secured claim based on Surety Bond No. 990623008 for
contingent liability to the U.S. Customs, which claim is
designated as Claim No. 53893.

Customs duties and customs bonds are expenses in the ordinary
course of the apparel business.  Parties that import merchandise
into the United States for commercial purposes generally must have
a customs bond in place to insure the payment of customs duties
and other charges.

American Casualty is the surety of certain of Fruit of the Loom's
customs obligations pursuant to:

* Customs bond number 990623008 -- Old Union Underwear Bond;
* Customs bond number 991201006 -- Fruit of the Loom Texas Bond;
* Customs bond number 990623006 -- Pro Player Bond; and
* Customs bond number 990623007 -- Salem Sportswear Bond.

American Casualty agreed to pay any liability that might arise
from Fruit of the Loom's failure to pay its customs duties when
they are liquidated.  The specified amount set in the Customs
Bonds is the maximum liability that would be owed to Customs by
American Casualty if Fruit of the Loom failed to pay its
obligations and American Casualty was called on to pay under the
Customs Bonds.  The Old Union Underwear Bond is collateralized by
a letter of credit issued to American Casualty for $2,850,000.

The U.S. Customs identified approximately 6,000 unliquidated
customs entries of Old Union Underwear and Fruit of the Loom
Texas, as importers of record, since the Petition Date.  The
imports relate to the core apparel business, which Reorganized
Fruit of the Loom assumed as reflected in the Plan and the Customs
Stipulation.  With respect to Pro Player, there are no
postpetition unliquidated Customs entries and only one prepetition
Customs entry.  With respect to Salem Sportswear, there are no
Customs entries.

To resolve all matters with respect to the American Casualty
Claims without further costs and litigation, the FOL Liquidation
Trust, Reorganized Fruit of the Loom and American Casualty
negotiated a settlement.  With the Court's approval, the Parties
agree that:

   (a) American Casualty agrees to reclassify its claims as
       Class 4A Claims, provided that the Claims are limited to
       claims with respect to the Customs Bonds arising from the
       Customs Entries prior to Petition Date and provided
       further that the Unsecured Creditors' Trust reserves the
       right to object to the Class 4A Claims on any basis;

   (b) Reorganized Fruit of the Loom assumes the postpetition
       obligations, if any, which are the basis for the American
       Casualty Claim Nos. 52885 and 52893, each in an amount to
       be determined in the ordinary course of business and
       subject to all defenses, claims and rights of offset or
       recoupment of Reorganized Fruit of the Loom;

   (c) The Schedules are amended to delete the American Casualty
       Claims;

   (d) This Stipulation will not affect the validity of any
       remaining customs bonds American Casualty issued for the
       account of Reorganized Fruit of the Loom or any member
       thereof, other than the Customs Bonds;

   (e) American Casualty agrees that it will not assert any
       claim or file any other proof of claim against the Trust
       or any successor based on the Customs Bonds;

   (f) This Stipulation does not constitute any admission or
       acknowledgment of liability by any of the Trust,
       Reorganized Fruit of the Loom or American Casualty; and

   (g) This Stipulation will not be construed as modifying or
       negating American Casualty's right to hold collateral
       pursuant to the terms of the "Letter of Credit" provided
       that Reorganized Fruit of the Loom may substitute, in
       lieu of the Letter of Credit, commercial reinsurance with
       the company having an S&P rating of AAA or AM Best rating
       of A++, or other collateral or security reasonably
       acceptable to American Casualty. (Fruit of the Loom
       Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


GENTEK INC: U.S. Trustee Wants Disgorgement of Latona Payments
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for the
District of Delaware, asks the Court to compel the GenTek Debtors
to seek disgorgement of improper postpetition payments to Latona
Associates.  The U.S. Trustee informs Judge Walrath that Latona
is an entity rendering professional services for which no
employment application was filed, and which would not be eligible
for employment because it is an interested party.

GenTek's Schedules of Assets and Liabilities, filed on
December 5, 2002, list Latona as an unliquidated unsecured
creditor and GenTek's Statement of Financial Affairs discloses no
payments to Latona in the year preceding the Petition Date.  But
the Statement reports the $630,557 payment to Paul Montrone --
the 100% equity owner and a director and officer of Latona -- on
October 11, 2001, which payment is described as a "dividend."

On the other hand, General Chemical Corporation's Statement
identifies payments to Latona aggregating $1,370,055 in the 90
days before the Petition Date, including payment of $1,287,072 on
October 10, 2002.  The same Statement also identifies payments of
$7,294,158 to Latona as an insider.  All the payments to Latona
disclosed in response to the Statement are identified as
"management fee and expense reimbursement."

The Debtors' Monthly Operating Reports do not disclose any
identifiable payments to Latona, Ms. DeAngelis says.  In lieu of
a detailed itemization of disbursements, the Debtors attached
copies of bank statements, which list checks issued but do not
identify the payees.

According to Ms. DeAngelis, the Debtors' efforts to procure a
broad release of Latona led to the discovery of the undisclosed
professional engagement.  Ms. DeAngelis notes that page 23 of the
Debtors' Disclosure Statement identifies the Management Agreement
and, for the first time in these cases, discloses that:

      "Latona is a management company that provides strategic
      management, business and financial advisory services,
      including guidance and advice relating to financings,
      security offerings, recapitalization, restructurings,
      acquisitions, investor relations, public relations, and tax
      and employee benefit matters.  Paul M. Montrone, the
      current controlling stockholder and Chairman of the Board
      of GenTek, also controls Latona."

The Disclosure Statement further describes that Latona is paid
$5,000,000 annually from GenTek "payable quarterly in advance."
The Disclosure Statement then states that the Debtors intend to
amend the Management Agreement and "assume the management
agreement as amended."  It is disclosed that the Management
Agreement will continue post-confirmation and that compensation
for a one-year term will be $3,000,000.  Finally, GenTek will
release Latona and its directors, officers and employees for any
and all claims, causes of action, rights or demands, other than
the obligations provided for in the Amended Management Agreement.

A copy of the Management Agreement was provided by the Debtors to
the U.S. Trustee on July 31, 2003.  The Management Agreement
provides that Latona will:

   (a) provide strategic management, business and financial
       advisory services to GenTek and its subsidiaries with
       respect to, among other matters, the manufacturing and
       performance products businesses conducted by the Company,
       including strategic guidance and advice with respect to
       tax, employee benefits insurance and risk management
       matters; and

   (b) provide other corporate services of the same nature and
       scope as the Company and Manager may reasonably agree upon
       from time to time.

Among other provisions, the Management Agreement contains
indemnification clauses common to those contained in financial
advisor or investment banker engagement agreements.  GenTek's
only obligations under the Management Agreement are to pay fees
to Latona and to provide indemnification if requested.

The Debtors have advised the U.S. Trustee that as of July 31,
2003, Latona has received postpetition payments from GenTek
aggregating $2,277,156.  Of this amount, $2,208,125 has been
characterized as fees and $69,031 has been characterized as
expense reimbursements.

Ms. DeAngelis argues that no entity performing professional
services for a debtor-in-possession may be retained or may
receive compensation except upon compliance with the retention
procedures provided for by the applicable provisions of the
Bankruptcy Code and the Federal Rules of Bankruptcy Procedure.
Ms. DeAngelis points out that Latona could not possibly be
approved as a professional in these cases because it is not
disinterested within the meaning of the Bankruptcy Code.
Notwithstanding its obligation of full disclosure to the Court
and parties-in-interest, the Debtors appear to have engaged upon
a course of conduct designed to conceal the true nature of the
Latona Management Agreement.  Accordingly, Ms. DeAngelis asserts
that the Debtors should be compelled to seek disgorgement of the
improper postpetition payments made to Latona.

Latona and Mr. Montrone are patently not disinterested.  Mr.
Montrone is GenTek's Chairman of the Board and its largest
shareholder, so he is unequivocally an insider.  Latona, wholly
owned by Mr. Montrone, is the Debtors' affiliate.  As an
affiliate, Latona is an insider of GenTek within the meaning of
Section 101(31)(E) of the Bankruptcy Code.  Thus, Ms. DeAngelis
says, there should be no question that Latona could not be
approved as a professional in GenTek's estate because it is not
disinterested.

In addition, Ms. DeAngelis asserts that the Debtors cannot assume
the Management Agreement.  Assuming arguendo that the Debtors
might seek to assume the Management Agreement as an executory
contract so as to retain a professional without attempting
compliance with Section 327 and Bankruptcy Rule 2014, it would be
an improper attempt to circumvent these provisions that relate to
the retention of professionals by a debtor-in-possession.
Furthermore, Section 365 cannot be used to circumvent the
requirements of the Bankruptcy Code to retain professionals.

Ms. DeAngelis emphasizes that the Debtors have a duty to seek
recovery of the funds paid to Latona without court approval.
This duty arises from being a debtor-in-possession as set forth
under the authority given to avoid improper postpetition
transactions under Section 549.  It is a common remedy to require
improperly paid fees to be disgorged to the estate by the
professional.

                        Debtors Object

The Debtors contend that the U.S. Trustee inappropriately and
without factual basis alleges their concealment of the payments
to Latona.  The Debtors argue that the uncontroverted evidence
establishes that the Latona Contract was publicly disclosed in
GenTek's securities filings beginning in 1999, and that they
specifically disclosed to all parties, beginning with the first-
day pleadings and initial statements and schedules, their
relationship with Latona, the services it rendered to them, and
payments made.  Moreover, the Debtors tell the Court that all of
the creditor constituencies were fully informed both before and
during the inception of these cases as to all matters pertaining
to their relationship with Latona.

With respect to the alleged violation of Section 327(a), the
Debtors note that the U.S. Trustee's request appears to be based
on an incorrect assumption as to their relationship with Latona,
and so it should be denied for at least two reasons:

(1) Notwithstanding the U.S. Trustee's assertions to the
    contrary, Latona is not a "professional" within the meaning
    of Section 327.  Rather, the services performed by Latona
    throughout the duration of these Chapter 11 cases have been
    comprised of administrative functions and day-to-day
    corporate support services similar to those provided by many
    holding companies, and have been consistent in nature and
    scope with those provided since the inception of the Latona
    Contract in 1999.  These functions and services are related
    to the Debtors' ordinary course of business operations and do
    not, in any way, involve Chapter 11 bankruptcy matters.
    Under the well-established test applied in the District, this
    employment does not subject Latona to the retention and
    disinterestedness strictures of Section 327, and as a result
    there is no basis for compelling GenTek to seek disgorgement
    by Latona of its contractual compensation.  Latona has
    provided neither crisis management services nor investment
    banking services, both of which the U.S. Trustee assumes
    were provided.

(2) The U.S. Trustee's request is also untimely and inequitable.
    The existence of the Debtors' obligations to Latona, as well
    as their intention to honor their obligations pending
    assumption or rejection of the Latona Contract, were fully
    disclosed to all parties-in-interest from the very outset of
    these cases.  Notwithstanding this complete and proper
    disclosure, the U.S. Trustee did not complain until over ten
    months after these Chapter 11 cases were commenced, at a time
    when the Debtors and their management are fully occupied
    seeking confirmation of their proposed Plan of
    Reorganization.  An order compelling the Debtors in effect to
    terminate their relationship with Latona at this critical
    juncture in the reorganization process would be inequitable
    and would severely disrupt their business operations, expose
    their creditors and employees to needless delay and expense,
    impair the value of their estates, and unnecessarily
    jeopardize their prospects for a successful reorganization.

The Debtors maintain that adoption of the U.S. Trustee's proposed
interpretation would have highly undesirable practical
consequences, as it would effectively deny future Chapter 11
debtors the flexibility to rely on their insiders for the
provision of day-to-day administrative services.  Moreover, the
Debtors assert, Latona does not control assets significant to
their reorganization but it merely provides general corporate
support services that do not involve asset management.  Latona is
also not involved in the negotiation of the Debtors'
reorganization plan. (GenTek Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY INC: Proposes Uniform Solicitation & Tabulation Protocol
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates ask the Court to approve
certain proposed procedures for solicitation and tabulation of
votes to accept or reject their Joint Liquidation Plan.  In
addition, the Debtors want Judge Beatty to approve:

   (i) the proposed record date;

  (ii) the notice and objection procedures for confirmation of
       the Plan;

(iii) the Solicitation Packages and the corresponding
       distribution procedures; and

  (iv) the ballot forms and procedures for voting on the Plan.

                        Voting Record Date

Pursuant to Section 105(a) of the Bankruptcy Code, the Debtors
ask the Court to fix September 23, 2003 as the record date for
purposes of determining creditors entitled to vote on the Plan
or, in the case of non-voting classes, to receive the Notice of
Non-Voting Status.

                      Solicitation Packages

After the Court approves the Disclosure Statement, the Debtors
will mail to Claims and Interest holders, appropriate
solicitation materials, based on the voting status of the
holders, the status of the Claims in the Debtors' Schedules, and
the treatment of the Claims and Interests in the Plan.

The Debtors will start mailing the Solicitation Packages no later
than October 6, 2003 to:

   -- the U.S. Trustee,

   -- the attorneys for the Creditors' Committee,

   -- the attorneys for the Administrative Agent,

   -- all persons or entities listed in the Schedules and any
      persons that file proofs of claim on or before the date of
      the Disclosure Statement Hearing, except persons whose
      claims have been disallowed or expunged,

   -- the registered holders of the Debtors' debt and equity
      securities,

   -- all other parties-in-interest that have filed a request for
      notice pursuant to Rule 2002 of the Federal Rules of
      Bankruptcy Procedure in the Debtors' Chapter 11 cases,

   -- the SEC,

   -- the IRS,

   -- the PBGC, and

   -- any other known claim holders against the Debtors.

Claimholders in classes entitled to vote to accept or reject the
Plan will receive:

   (a) the Solicitation Procedures Order;
   (b) the Confirmation Hearing Notice;
   (c) the Disclosure Statement;
   (d) an appropriate form of Ballot;
   (e) a return envelope; and
   (f) other materials as the Court may direct.

However, claim holders not entitled to vote due to the Debtors'
objection to their claims, will receive a notice of their non-
voting status instead of a Ballot.

Claims and interest holders under the Plan that are within a
class that is deemed to accept or reject the Plan under Sections
1126(f) or (g) of the Bankruptcy Code, as well as Claimholders
not entitled to vote because the Debtors have objected to their
claims, will receive:

   (a) the Solicitation Procedures Order;
   (b) the Confirmation Hearing Notice; and
   (c) an appropriate Notice of Non-Voting Status.

The Debtors will distribute copies of the Plan or Disclosure
Statement to any member of a non-voting class or a member of a
voting class not otherwise entitled to vote, if the party makes a
specific request in writing.

Solicitation Packages will not be sent to creditors whose claims
are based on either amounts scheduled by the Debtors or timely
proofs of claim in an amount less than or equal to the amount
scheduled for the claim by the Debtors if the claims have already
been paid in the full scheduled amount.  To the extent that any
creditor would be entitled to receive a Solicitation Package for
any reason other than by virtue of the fact that the Debtors had
scheduled its claim, the creditor will be sent a Solicitation
Package.

The Debtors anticipate that some Disclosure Statement Notices may
be returned by the United States Postal Service as undeliverable.
The Debtors believe that it would be costly and wasteful to mail
Solicitation Packages to the same addresses to which
undeliverable Disclosure Statement Notices were mailed.
Therefore, the Debtors seek the Court's approval for a departure
from the strict notice rule, excusing them from mailing
Solicitation Packages to those entities listed at such addresses
unless the Debtors are provided with accurate addresses for such
entities before September 30, 2003.

                  Ballots and Voting Procedures

The Debtors will distribute to certain creditors, one or more
Ballots, the forms of which are based on Official Form No. 14,
but have been modified to address the particular aspects of these
Chapter 11 cases and to include certain additional information
that the Debtors believe to be relevant and appropriate for the
Voting Classes.  The appropriate Ballot forms will be distributed
to Class 3 Claim Holders and certain Class 4 Claim Holders, which
are impaired and receiving distributions, and are therefore
entitled to vote.  All other classes are either unimpaired and
conclusively presumed to have accepted the Plan, or are impaired
and will receive no distribution and therefore deemed to have
rejected the Plan.

                   Notice of Non-Voting Classes

A. Claimholders Deemed to Accept the Plan

The Debtors will send to holders of unimpaired claims in Classes
1 and 2, a Notice of Non-Voting Status which identifies the
classes designated as unimpaired and sets forth the manner in
which a copy of the Plan and Disclosure Statement may be
obtained.

The Debtors also ask the Court to declare that they are not
required to distribute copies of the Plan or Disclosure Statement
to any unimpaired claim holder, or party to an executory contract
who does not hold either an allowed filed or a scheduled claim or
who holds a scheduled claim listed as contingent, unliquidated,
or disputed, unless the party makes a specific request in
writing.

B. Holders of Claims or Interests Deemed to Reject the Plan

Because Classes 5, 6 and 7 are deemed to have rejected the Plan,
and in an effort to conserve the resources of the estates, the
Debtors will mail a Notice of Non-Voting Status to the holders of
Claims and Interests in these Classes.

The Debtors also propose to send a Notice of Non-Voting Status to
the holders of their publicly traded stock as reflected in the
records maintained by their transfer agents -- the Non-Voting
Securities -- as of the close of business on the Voting Record
Date.  However, the Debtors recognize that the records maintained
by the transfer agents or trustees reflect the brokers, dealers,
commercial banks, trust companies, or other nominees -- the Non-
Voting Nominees -- through which the beneficial owners hold the
Non-Voting Securities.

Accordingly, the Debtors ask the Court to authorize:

   (a) the nominee stockholders to forward the Notice of Non-
       Voting Status (No Distribution) or copies of it to the
       beneficial stockholders within five business days of the
       receipt by the Nominee Stockholders of the Notice of Non-
       Voting Status (No Distribution); and

   (b) them to provide the nominee stockholders with sufficient
       copies of the Notice of Non-Voting Status (No
       Distribution) to forward to the Beneficial Stockholders.

To the extent that the nominee stockholders incur out-of-pocket
expenses in connection with distribution of the Notice of Non-
Voting Status (No Distribution), the Debtors will reimburse the
entities for their reasonable, actual, and necessary out-of-
pocket expenses incurred.

The Notices to Non-Voting Classes set forth the manner in which a
copy of the Plan and Disclosure Statement may be obtained.
Accordingly, the Debtors ask the Court to determine that they are
not required to distribute copies of the Plan and Disclosure
Statement, unless otherwise requested in writing, to:

   -- any holder of an unimpaired claim in Classes 1 or 2; and
   -- any member of Classes 5, 6 or 7.

                         Voting Deadline

To be counted as a vote to accept or reject the Plan, each Ballot
must be properly executed, completed, and delivered to the
Balloting Agent so that it is received by the Balloting Agent no
later than 5:00 p.m., on November 4, 2003, by first-class mail,
overnight courier; or personal delivery.

                  Temporary Allowance of Claims

Solely for purposes of voting to accept or reject the Plan and
not for the purpose of the allowance of, or distribution on
account of, a claim, and without prejudice to their rights in any
other context, the Debtors propose that each claim within a class
of claims entitled to vote to accept or reject the Plan be
temporarily allowed in an amount equal to the amount of the claim
as set forth in the Schedules.

If a claim for which a proof of claim has been timely filed is
not listed in the Debtors' Schedules, the claim will be
temporarily allowed for voting purposes only, and not for
purposes of allowance or distribution, at $1.  However, the
temporary allowance procedure will be subject to these
exceptions:

   (a) If a claim is deemed allowed in accordance with the Plan,
       the claim is allowed for voting purposes:

       (1) in the deemed allowed amount set forth in the Plan; or

       (2) if the claim is deemed allowed in the Plan but no
           deemed allowed amount is set forth, then in the
           amount set forth in any timely filed proofs of claim
           with respect to the claim, but only for the purposes
           of voting on the Plan;

   (b) If a claim for which a proof of claim has been timely
       filed is designated in the proof of claim as contingent or
       unliquidated, the claim will be temporarily allowed for
       voting purposes only, and not for purposes of allowance or
       distribution, at $1;

   (c) If a claim has been estimated or otherwise allowed for
       voting purposes by a Court Order, the claim is
       temporarily allowed in the amount so estimated or allowed
       by the Court for voting purposes only, and not for
       purposes of allowance or distribution;

   (d) If a claim is listed in the Schedules as contingent,
       unliquidated, or disputed and a proof of claim was not (i)
       filed by the applicable bar date for the filing of proofs
       of claim established by the Court or (ii) deemed timely
       filed by a Court Order prior to the Voting Deadline,
       unless the Debtors have consented in writing, the claim
       will be temporarily disallowed for voting purposes; and

   (e) If the Debtors have served an objection to a claim at
       least 20 days before the Voting Deadline, and the
       objection is still pending on the Voting Deadline, the
       claim will be temporarily disallowed for voting purposes
       only, and not for purposes of allowance or distribution,
       except to the extent and in the manner as may be set forth
       in the objection.

Any claim holder temporarily disallowed for voting purposes will
receive a Notice of Non-Voting Status -- Claim Subject to
Objection.  The Debtors will mail Ballots to these holders only
as and to the extent that their Claims have been allowed for
voting purposes by a Bankruptcy Court Order.

If any creditor seeks to challenge its claim allowance for voting
purposes in accordance with these procedures, the Creditor must
serve on the Debtors and file with the Court, on or before
October 28, 2003, a motion for an order pursuant to Rule 3018(a)
of the Federal Rules of Bankruptcy Procedure temporarily allowing
the claim in a different amount for purposes of voting to accept
or reject the Plan.

For a creditor who chooses to file a Rule 3018 Motion, the
creditor's Ballot will not be counted unless temporarily allowed
by the Court for voting purposes, after notice and a hearing,
which may take place at the Confirmation Hearing or any earlier
hearing designated by the Debtors.

Furthermore, the Debtors assert that:

   (a) whenever a creditor casts more than one Ballot voting the
       same claim before the Voting Deadline, the last Ballot
       received before the Voting Deadline is deemed to reflect
       the voter's intent and thus deemed to supersede any prior
       Ballots; and

   (b) creditors must vote all of their claims within a
       particular class under the Plan, whether or not the claims
       are asserted against the same or multiple Debtors, either
       to accept or reject the Plan and may not split their
       votes, and thus a Ballot that partially rejects and
       partially accepts the Plan will not be counted.

In addition, these Ballots will not be counted or considered for
any purpose in determining whether the Plan has been accepted or
rejected:

   -- any Ballot that is properly completed, executed, and timely
      returned to the Balloting Agent, but does not indicate an
      acceptance or rejection of the Plan, or that indicates both
      an acceptance and rejection of the Plan;

   -- any Ballot received after the Voting Deadline unless the
      Debtors have granted in writing, in their sole discretion,
      an extension of the Voting Deadline with respect to the
      Ballot;

   -- any Ballot that is illegible or contains insufficient
      information to permit the identification of the claimant or
      interest holder;

   -- any Ballot cast by a person or entity that does not hold a
      claim in a class that is entitled to vote to accept or
      reject the Plan;

   -- any Ballot cast for a claim scheduled as unliquidated,
      contingent, or disputed for which no proof of claim was
      timely filed;

   -- any unsigned Ballot; and

   -- any Ballot that is not an original Ballot with an original
      signature, including any Ballot transmitted to the
      Balloting Agent by facsimile or other electronic means.

                        Plan Confirmation

A. Confirmation Hearing

The Debtors ask the Court to set November 17, 2003, as the
Confirmation Hearing Date.  The Confirmation Hearing may be
continued from time to time by the Court or the Debtors without
further notice other than adjournments announced in open court.

The period during which only the Debtors may solicit acceptances
of a Chapter 11 plan will end on October 31, 2003.  Because the
Confirmation Hearing is scheduled shortly after that date, the
Debtors further ask the Court that their exclusive solicitation
period be extended to the conclusion of the Confirmation Hearing
or at another time as set forth in any further Court order.

B. Confirmation Hearing Notice

The Debtors will mail a Confirmation Hearing Notice to all
creditors and equity security holders, setting forth:

   -- the Voting Deadline for the submission of ballots to accept
      or reject the Plan;

   -- the time fixed for filing objections to confirmation of the
      Plan; and

   -- the time, date, and place for the Confirmation Hearing.

In addition, the Debtors will publish the Confirmation Hearing
Notice, not less than 25 days before the deadline to file
objections to confirmation of the Plan, in the national editions
of The Wall Street Journal, The New York Times, The Boston Globe,
The Washington Post, The Baltimore Sun, The Chicago Tribune, The
Dallas Morning News, The Los Angeles Times, and San Jose Mercury
News.

The publication of the Confirmation Hearing Notice will provide
sufficient notice of the Voting Deadline, the time fixed for
filing objections to confirmation of the Plan, and the time,
date, and place of the Confirmation Hearing to persons who do not
otherwise receive notice by mail.

              Objections to Confirmation of the Plan

Objections to confirmation of the Plan, if any, must:

   (a) be in writing;

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

   (c) state with particularity the basis and nature of any
       objection; and

   (d) be filed and served so as to be received no later than
       November 7, 2003 at 5:00 p.m. by:

       -- the Debtors;

       -- Ropes & Gray LLP, the Debtors' attorneys;

       -- the U.S. Trustee;

       -- Kramer Levin Naftalis & Frankel;

       -- Shearman & Sterling;

       -- the SEC;

       -- the IRS;

       -- other government agencies to the extent required by the
          Bankruptcy Code and the Local and Federal Rules of
          Bankruptcy Procedure; and

       -- all parties having filed a notice of appearance and
          request for notices under Bankruptcy Rule 2002. (Genuity
          Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
          Service, Inc., 609/392-0900)


GEORGIA-PACIFIC: CFO Huff Will Speak at Deutsche Bank Conference
----------------------------------------------------------------
Danny Huff, executive vice president-finance and chief financial
officer of Georgia-Pacific Corp. (NYSE: GP), will participate in
the Deutsche Bank Global Paper Conference on Sept. 25 in London.

Huff will speak at approximately 4 p.m. Greenwich Mean Time (11
a.m. EDT). A Webcast will not be available.  However, the
presentation will be posted the day of the conference on
gp.com/investor.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative) is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals.  With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products distribution segment has long been
among the nation's leading wholesale suppliers of building
products to lumber and building materials dealers and large do-it-
yourself warehouse retailers.  For more information, visit
http://www.gp.com


GIANT INDUSTRIES: Temporarily Shuts Down Yorktown, Va. Refinery
---------------------------------------------------------------
Giant Industries Inc. (NYSE: GI) shut down its Yorktown, Va.,
refinery at approximately 8 p.m. EST on Sept. 18, 2003.

Giant had taken a number of precautionary measures, including the
shutdown of a number of operating units, prior to Hurricane
Isabel's landfall. Giant is presently assessing the state of the
refinery.

At this time, it is anticipated that damage to the facility, if
any, will be minimal. The area is presently without power;
however, Giant anticipates that startup will begin in 12-48 hours
based upon current information from the power company.

Giant Industries Inc. (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Scottsdale, Ariz., is a refiner and marketer of
petroleum products. Giant owns and operates one Virginia and two
New Mexico crude oil refineries; a crude oil gathering pipeline
system based in Farmington, N.M., which services the New Mexico
refineries; finished products distribution terminals in
Albuquerque, N.M., and Flagstaff, Ariz.; a fleet of crude oil and
finished product truck transports; and a chain of retail service
station/convenience stores in New Mexico, Colorado and Arizona.
Giant is also the parent company of Phoenix Fuel Co. Inc., an
Arizona wholesale petroleum products distributor. For more
information, visit Giant's Web site at http://www.giant.com


GLOBAL CROSSING: Receives CFIUS Nod for ST Telemedia Investment
---------------------------------------------------------------
Global Crossing has received approval from the Committee for
Foreign Investment in the United States for ST Telemedia's
proposed investment in Global Crossing.

"We appreciate the hard work of the CFIUS agencies in their review
of this transaction," said John Legere, Global Crossing's CEO. "We
strongly believe that ST Telemedia's investment will further
strengthen Global Crossing's competitive position as a dynamic
competitor in the telecommunications industry with a unique, next-
generation IP network."

Over the past two years, Global Crossing has accomplished a
remarkable turnaround by reducing operating expenses more than 50
percent, conserving cash, and improving both customer satisfaction
and network operations. Additionally, Global Crossing's customer
base has remained stable, while more than 2,000 new and renewal
contracts were signed in 2003.

Legere continued: "With [Fri]day's approval and the achievements
of Global Crossing's thousands of employees, we've set the stage
to become a dominant force in the next phase of
telecommunications' evolution."

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

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

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

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


GRAFTECH INT'L: Reaffirms 2003 Guidance & Provides 2004 Outlook
---------------------------------------------------------------
GrafTech International Ltd. (NYSE:GTI) reaffirms 2003 earnings
guidance and establishes 2004 earnings guidance.

For the 2003 third quarter, earnings per diluted share is expected
to be $0.05-$0.07 and 2003 annual earnings per diluted share is
expected to be $0.21-$0.26 (estimates exclude restructuring
charges, gain/loss on sale of discontinued operations and other
income/expense net, see attached reconciliation). Net sales in
2003 are expected to be $700 million as compared to $596 million
in 2002. For 2004, GTI expects earnings per diluted share to be
$0.60-$0.75, the same as the current 2004 earnings estimate range
on First Call, even after the issuance of 16,000,000 shares of
common stock in the equity offering announced today, the proceeds
of which will be used to repay debt.

GTI expects to report $695 - $705 million of net debt (see
reconciliation at end of release) at September 30, 2003. During
the 2003 fourth quarter, GTI expects to generate up to $30 million
of cash from operations, before approximately $10 million of
capital expenditures. In addition, during the 2003 fourth quarter,
GTI expects to generate $10 million of net cash proceeds from
asset sales. Asset sales are now expected to total $30 million in
2003, exceeding the previous guidance of $25 million. As a result,
GTI is targeting 2003 year end net debt to be between $665-$675
million (see reconciliation at end of release). The Company
expects to use proceeds from its announced equity offering to
further reduce debt.

GTI plans to report 2003 third quarter earnings on October 23,
2003 and host a conference call at 11:00 am (EST) the same day.
The dial-in number for both domestic and international callers is
(303) 205-0033. There will be a replay offered for 72 hours
following the call: (303) 590-3000; pass code: 553503. The replay
of the conference call will also be available on the Company Web
site at http://www.graftech.comwithin 2 days of the call.

GrafTech International Ltd. -- whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $349 million
-- is one of the world's largest manufacturers and providers of
high quality synthetic and natural graphite and carbon based
products and technical and research and development services, with
customers in more than 70 countries engaged in the manufacture of
steel, aluminum, silicon metal, automotive products and
electronics.


GRAFTECH INT'L: Commences 16-Million Shares Public Offering
-----------------------------------------------------------
GrafTech International Ltd. (NYSE:GTI) has launched a public
offering of 16,000,000 shares of its common stock.

The offering is expected to be completed in October 2003. The
shares of common stock are being offered pursuant to a
registration statement filed by GTI with the Securities and
Exchange Commission, which was declared effective by the SEC on
September 17, 2003.

GrafTech International Ltd. -- whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $349 million
-- is one of the world's largest manufacturers and providers of
high quality synthetic and natural graphite and carbon based
products and technical and research and development services, with
customers in more than 70 countries engaged in the manufacture of
steel, aluminum, silicon metal, automotive products and
electronics.


HASBRO INC: Will Webcast Third Quarter Results on October 20
------------------------------------------------------------
Hasbro, Inc. (NYSE:HAS) will webcast its third quarter results via
the Internet. The webcast will take place on Monday, October 20,
2003, at 9:00 a.m. EST, following the rećease of Hasbro's
quarterly financial results. The webcast will be available to
investors and the media on Hasbro's investor relations home page,
at http://www.hasbro.com click on "Corporate Info", click on
"Investor Information", then click on the webcast microphone.

The audio webcast platform is Microsoft's Windows Media
Player.(TM) To install Windows Media Player prior to the webcast,
log on to
http://www.microsoft.com/windows/windowsmedia/en/download/default.aspand
follow the directions.

Hasbro (Fitch, BB+ Secured Bank Facility and BB Senior Unsecured
Debt Ratings, Stable) is a worldwide leader in children's and
family leisure time entertainment products and services, including
the design, manufacture and marketing of games and toys ranging
from traditional to high-tech. Both internationally and in the
U.S., its PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER BROTHERS,
TIGER, and WIZARDS OF THE COAST brands and products provide the
highest quality and most recognizable play experiences in the
world.


INTEGRATED HEALTH: Rotech Wants More Time to File Final Report
--------------------------------------------------------------
The Reorganized Rotech Debtors ask the Court to delay the
automatic entry of a final decree closing their cases until April
7, 2004 and extend the date for filing a final report and
accounting to the earlier of March 10, 2004 or 15 days before the
hearing on any motion to close their cases.

Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, informs the Court that the
Reorganized Rotech Debtors have been working diligently to review
and reconcile the proofs of claim filed in their cases and to
prosecute or resolve all pending claims objections.  They have
made substantial progress with respect to the claims
administration process to date.  However, there are still disputed
claims that have not been resolved or litigated, and the
Reorganized Rotech Debtors are preparing to present evidence to
the Court in connection with certain adjourned claims objections.

Delaying entry of a final decree will help ensure that the
distributions are made under the Rotech Plan only to those actual
creditors, and in amounts, as are appropriate.  A final report
and accounting will not be accurate since the claims
administration process has not come to a conclusion.

The Court will convene a hearing on October 2, 2003 to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
deadline for Rotech to file a final report is automatically
extended through the conclusion of that hearing. (Integrated
Health Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


INTERSTATE BAKERIES: Reports Weaker First-Quarter Fin'l Results
---------------------------------------------------------------
Interstate Bakeries Corporation (NYSE: IBC), the nation's largest
wholesale baker and distributor of fresh baked bread and sweet
goods, reported earnings per share of $0.25 on slightly reduced
net sales for the twelve-week first quarter ended August 23, 2003.

Included in the first quarter were restructuring charges of
$632,000, or $0.01 per diluted share, related to restructuring
plans initiated in fiscal 2003 to close and restructure certain
bakeries and thrift stores.

The Company said a reduction in branded sales volume, along with
higher per pound costs for ingredients and increased employee-
related expenses, energy costs and advertising expenditures
resulted in the quarter's decline in profit performance in
comparison to the prior year.

For the twelve weeks ended August 23, 2003, the Company reported:

- Net sales of $831,015,000, a 0.9 percent decrease in comparison
  to the prior year's $838,974,000.

- Operating income of $26,507,000, compared to the previous year's
  $51,491,000.

- Net income of $11,190,000 compared to $27,131,000 in the prior
  year.

- Earnings per diluted share of $0.25 compared to the prior year's
  earnings of $0.60 per diluted share.

The Company reported sweet goods unit volume for the quarter was
down 6.6 percent from last year while total bread volume fell 3.4
percent compared to a year ago. For the quarter, branded bread
units were down 7.2 percent from last year.

At August 23, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $110 million.

IBC's Chief Executive Officer, James R. Elsesser, said that
despite the disappointing volumes for the quarter, some of the
recent market tests undertaken by IBC involving new pricing and
promotion strategies have shown favorable impacts on volume
trends. Results of these and other market tests will be a key part
of our effort to address volume issues. "Stabilizing and
ultimately growing unit volume through identification of what
works in today's competitive marketplace remains one of our top
priorities," Mr. Elsesser added.

Mr. Elsesser indicated that the Company is also launching other
efforts to strengthen sales. "New advertising campaigns for
branded breads and sweet goods are being introduced this quarter.
Our ad campaigns will feature Wonder bread and Hostess cake
nationally, Home Pride Country breads in the midwest and regional
brands in select areas. In addition, we believe new initiatives
which reemphasize those elements that have long set our Company
apart from the competition - quality, service and product
innovation - will also pay off with sales and profitability
increases in the long run," he said.

In addition, cost pressures continue. "Ingredients, energy and
employee-related costs such as health care and workers'
compensation continue to increase. These rising expenses
contributed to an increase in our cost of products sold for the
quarter to 49.0 percent of net sales compared to 47.6 percent last
year and an increase in selling, delivery and administrative
expenses to 45.2 percent of net sales from 43.7 percent in the
prior year. Certainly, it is our responsibility to manage these
expenses as aggressively as possible, but we also realize that
these generally are global issues that affect not only our
Company, but industry worldwide," Mr. Elsesser said.

To address these challenges, IBC is moving forward on a company-
wide operational review called Program SOAR, an acronym for
Systems Optimization and Re-engineering. It is designed to
rationalize production capacity, eliminate redundancies and
enhance profitability.

"Program SOAR will help launch a new era at IBC," Mr. Elsesser
said. "It is challenging us to look at all of our business
processes. Our main objectives under Program SOAR are to become
more efficient by reducing our costs of production and enhancing
the functionality of our distribution and administrative systems
and to identify profitable growth strategies. We are generally on
time and on budget with the Program SOAR efforts and we are
working to provide information to employees and shareholders in
the near future regarding our new more centralized organizational
structure, specific business-transforming initiatives and
anticipated financial benefits."

"The most pressing goal driving all of us at IBC is to return our
Company to acceptable levels of profitability," Mr. Elsesser said.
"We are committed to changing the way we do business in order to
achieve operational excellence. We believe it is through the
pursuit of operational excellence that we provide the best
opportunity to attain our profit objectives. More importantly, we
believe it is the most fail-safe means by which we can enhance the
long- term value of IBC for our shareholders."

In light of the uncertainties surrounding the timing of the
beneficial effects of the Program SOAR initiative, and in view of
changes in the regulatory environment regarding pro forma
disclosure, the Company announced that it will not be providing an
earnings per share target by quarter or for the year. The Company
will continue to provide information, as appropriate, on its
strategic initiatives and other relevant issues affecting its
business.

Interstate Bakeries Corporation (S&P, BB Corporate Credit and
Senior Secured Bank Loan Ratings, Negative) is the nation's
largest wholesale baker and distributor of fresh baked bread and
sweet goods, under various national brand names including Wonder,
Hostess, Dolly Madison, Merita and Drake's. The Company, with 58
bread and cake bakeries located in strategic markets from coast-
to-coast, is headquartered in Kansas City, Missouri.


INTERSTATE BAKERIES: Credit & Bank Loan Ratings Dive Down to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on fresh baked goods
manufacturer Interstate Bakeries Corp. to 'BB' from 'BB+'.

The Kansas City, Missouri-based company had about $569 million of
total debt outstanding at Aug. 23, 2003. The outlook is negative.

"The downgrade reflects Standard & Poor's expectation that
Interstate Bakeries' weak operating performance will continue and
that restructuring efforts will take longer to complete than
expected," said Standard & Poor's credit analyst Ronald Neysmith.
"The weak performance has resulted from pricing pressures on its
branded bread products as volumes have declined and competition
has increased. In addition, the company has been unable to achieve
negotiated health care savings from its unionized workforce, and
this will continue to place pressure on margin improvement."

On the positive side, IBC has strong brand names in breads and
snack cakes and it has broad market penetration.

IBC is the largest U.S. wholesale baker and distributor of fresh
baked bread and sweet goods. The company operates 58 bakeries
throughout the U.S. and employs more than 34,000 people. IBC's
sales force delivers baked goods to more than 200,000 food outlets
on approximately 9,500 delivery routes.

Interstate Bakeries was required to seek amendments to financial
covenants on its secured revolving credit facility after
experiencing weak operating performance. Standard & Poor's expects
credit measures to remain weak in the near term, due to higher
ingredient and fuel costs and continued weak sales in the
company's core brands. As a result, Standard & Poor's expects
covenant ratios to remain tight for the next couple of quarters.


J.C. PENNEY: Board Declares Dividend Payable on November 1, 2003
----------------------------------------------------------------
J. C. Penney Company, Inc.'s (NYSE:JCP) Board of Directors
declared a quarterly dividend of $0.1250 per share on the
Company's outstanding common stock, payable November 1, 2003, to
the Company's stockholders of record at the close of business on
October 10, 2003.

J. C. Penney Corporation, Inc. (Fitch, BB+ Secured Bank Facility,
BB Senior Unsecured Debt, B+ Convertible Subordinated Debt and B
Commercial Paper Ratings, Negative), the wholly-owned operating
subsidiary of the Company, is one of America's largest department
store, drugstore, catalog, and e-commerce retailers, employing
approximately 230,000 associates. As of July 26, 2003, it operated
1,040 JCPenney department stores throughout the United States,
Puerto Rico, and Mexico, and 56 Renner department stores in
Brazil. Eckerd Corporation operated 2,710 drugstores throughout
the Southeast, Sunbelt, and Northeast regions of the U.S. JCPenney
Catalog, including e-commerce, is the nation's largest catalog
merchant of general merchandise. J. C. Penney Corporation, Inc. is
a contributor to JCPenney Afterschool Fund, a charitable
organization committed to providing children with high quality
after school programs to help them reach their full potential.


KAISER ALUMINUM: Court OKs 6th Amendment to DIP Credit Agreement
----------------------------------------------------------------
For the last several months, Kaiser Aluminum Corporation and its
debtor-affiliates have been engaged in discussions with Bank of
America, N.A., as Agent to the DIP lenders, and other financial
institutions to make certain modifications to the DIP Credit
Agreement.  At the same time, the Debtors have also explored
financing options potentially available from other lenders to
assure that any financing they obtain contains the most favorable
terms available in the market.

The Debtors' principal objectives in connection with the dual-
track discussions were essentially three-fold:

   (1) Obtain a financing commitment through at least February
       2005, at least one year beyond the current term of the
       DIP Credit Agreement;

   (2) Increase the amount of financing available; and

   (3) Obtain financing terms that provide the Debtors with
       sufficient operating flexibility, taking into account the
       current adverse economic environment.

Although the Debtors do not anticipate that their Chapter 11
cases will continue for an additional one-year period beyond
February 2004, the availability of sufficient postpetition
financing beyond the current DIP Credit Agreement expiration, in
addition to a substantial amount of liquidity, is important to
provide customers and suppliers with assurance that financing is
committed well into the future.

As a result of the negotiations, the Debtors and Bank of America
agree to amend the DIP Credit Agreement to satisfy the objectives
and incorporate other favorable modifications to the terms of the
financing.

The salient terms of the Sixth Amendment include:

   -- The stated maturity date of the DIP Facility is extended
      for an additional one-year period from February 13, 2004 to
      February 13, 2005;

   -- Certain components of the Borrowing Base, which determines
      the amount of financing available to the Debtors under the
      DIP facility, are modified to increase availability:

      (a) The maximum amount of the PPE Subcomponent is restored
          to the original $100,000,000 amount included in the
          Borrowing Base at the inception of the DIP Facility.
          The PPE Subcomponent is the lesser of (i) $100,000,000,
          reducing each month by $1,190,476 and (ii) 50% of the
          OLV In-Place Value of Eligible Fixed Assets.

          The maximum amount of the PPE Subcomponent will now be
          reduced monthly commencing in October 2003, on an 84-
          month straight-line amortization schedule, subject to
          contingent permanent reductions by either or both of
          these events:

          (1) An amount generally equal to 100% of the net
              proceeds received by the Debtors from sales or
              other dispositions of the Debtors' assets, other
              than certain ordinary course dispositions and
              certain other asset dispositions described in the
              DIP Credit Agreement; and

          (b) An amount up to $10,000,000 per quarter beginning
              March 31, 2004 if Volta Aluminum Company Limited,
              the Debtors' 90% owned Ghanaian non-debtor
              subsidiary, is not operating or is generating less
              EBITDA than was forecast.

          The combined effect of the reductions will not be
          additive;

      (b) The Availability Reserve is deducted from the Borrowing
          Base.  The Sixth Amendment reduces borrowing
          availability from $35,000,000 to the lesser of
          $30,000,000 or 10% of the Revolving Commitment Amount,
          but in no event less than $25,000,000; and

      (c) The Eligible Accounts subcomponent of the Borrowing
          Base is modified to include up to a maximum of
          $10,000,000 of certain "bill and hold" accounts
          receivable that do not currently constitute Eligible
          Accounts.

          The Sixth Amendment also modifies the Eligible
          Inventory subcomponent of the Borrowing Base in a
          manner that could reduce the size of this subcomponent,
          but only under certain circumstances.  Specifically, if
          a third-party appraisal of the inventory shows that 85%
          of the orderly liquidation value of the Eligible
          Inventory of Debtors Kaiser Aluminum & Chemical
          Corporation, Kaiser Aluminum International and Kaiser
          Bellwood is less than 65% of the book value of such
          Eligible Inventory, the amount available to be borrowed
          against inventory will be the lower amount -- but
          in any event not more than $175,000,000;

      The aggregate net effect of the modifications is an initial
      $47,000,000 net increase in borrowing availability;

   -- The term "Adjusted Net Earnings from Operations," which is
      the basis for computing EBITDA, is modified to exclude
      certain charges that will have no cash impact while the DIP
      Facility is in place.  Excluded non-cash charges include:

      (a) certain non-cash pension expenses and non-cash special
          charges related to pension expenses;

      (b) certain non-cash impairment charges relating to fixed
          assets or investments;

      (c) certain non-cash charges related to the write-down of
          the value of foreign inventory; and

      (d) the recording of accruals that are non-cash during the
          term of the DIP Facility arising from certain specified
          prepetition liabilities and claims, including those
          associated with (i) certain specified contract
          rejections, (ii) unfair labor practice claims, (iii)
          liabilities to Pension Benefit Guaranty Corporation
          and (iv) asbestos claims, all of which are expected to
          be settled only pursuant to a reorganization plan.

      Without the modifications, the non-cash charges could
      affect compliance with the current minimum EBITDA
      requirements under the DIP Credit Agreement;

   -- The minimum EBITDA requirements are adjusted to more
      accurately reflect the Debtors' revised financial
      projections and establish thresholds for 2004.  On a
      consolidated basis, the Debtors will have a minimum
      EBITDA of not less than these amounts, measured on the last
      day of each Fiscal Quarter for these periods:

                Testing Period               Minimum EBITDA
                --------------               --------------
      4 Fiscal Quarters ending 06/30/03      ($135,000,000)
      4 Fiscal Quarters ending 09/30/03       (114,000,000)
      4 Fiscal Quarters ending 12/31/03        (92,000,000)
      4 Fiscal Quarters ending 03/31/04        (45,000,000)
      4 Fiscal Quarters ending 06/30/04          9,000,000
      4 Fiscal Quarters ending 09/30/04         54,000,000
      4 Fiscal Quarters ending 12/31/04        101,000,000

      One of the trigger events for requiring monthly rather than
      the current quarterly testing of EBITDA -- the amount of
      Revolving Credit Outstandings -- is modified.  The
      Revolving Credit Outstandings can be up to $125,000,000, as
      opposed to the current $100,000,000, for up to three
      consecutive business days before the monthly testing would
      be triggered.

      If, at any time during any month for a period of three
      consecutive business days (i) the Revolving Credit
      Outstandings exceed $125,000,000 or (ii) the Revolving
      Commitment Availability is less than $75,000,000, on a
      consolidated basis, the Debtors will have a minimum EBITDA
      of not less than these amounts, measured as of the last day
      of each month for these periods:

                Testing Period               Minimum EBITDA
                --------------               --------------
           12 months ending 06/30/03         ($135,000,000)
           12 months ending 07/31/03          (128,000,000)
           12 months ending 08/31/03          (121,000,000)
           12 months ending 09/30/03          (114,000,000)
           12 months ending 10/31/03          (107,000,000)
           12 months ending 11/30/03          (100,000,000)
           12 months ending 12/31/03           (92,000,000)
           12 months ending 01/31/04           (77,000,000)
           12 months ending 02/29/04           (61,000,000)
           12 months ending 03/31/04           (45,000,000)
           12 months ending 04/30/04           (27,000,000)
           12 months ending 05/31/04            (9,000,000)
           12 months ending 06/30/04             9,000,000
           12 months ending 07/31/04            24,000,000
           12 months ending 08/31/04            39,000,000
           12 months ending 09/30/04            54,000,000
           12 months ending 10/31/04            69,000,000
           12 months ending 11/30/04            85,000,000
           12 months ending 12/31/04           101,000,000
           12 months ending 01/31/05           101,000,000

      The minimum EBITDA requirements are also reduced (i) by up
      to $20,000,000 for any fiscal quarter -- and up to
      $60,000,000 in the aggregate -- beginning with the quarter
      ending September 30, 2003, if VALCO's actual EBITDA is less
      than the amount forecasted in the Debtors' February 2003
      financial forecast and (ii) by up to $10,000,000 in the
      aggregate to the extent the average natural gas prices paid
      by the Debtors in the third and fourth fiscal quarters of
      2003 exceed $3.50/mmbtu, which is the assumed price for
      natural gas;

   -- The size of the aggregate Revolving Commitment under the
      DIP Facility will be reduced from the current $300,000,000
      to $285,000,000.  The reduction in overall commitment will
      not affect actual borrowing availability under the DIP
      Facility and will reduce certain DIP Facility costs;

   -- The Debtors will pay $2,680,000 in Amendment fees at the
      Closing;

   -- Bank of America is authorized to engage an appraisal firm,
      at the Debtors' expense, to conduct an appraisal of the
      orderly liquidation value of the inventory in the event
      Revolving Commitment Availability under the DIP Facility is
      less than $75,000,000;

   -- Changing the requisite Bank of America and other DIP
      Lenders' approval needed to obtain future waivers or
      amendments to the DIP Credit Agreement that would eliminate
      or reduce the amount of any required reduction in the PPE
      Subcomponent of the Borrowing Base with respect to any
      particular asset disposition, from a 66-2/3% of Revolving
      Commitments vote requirement to an 86% vote requirement;

   -- Increasing by $15,000,000 -- from $87,000,000 to
      $102,000,000 -- the amount of cash investments in, and
      contingent liabilities in respect of indebtedness of,
      Queensland Alumina Limited that may be made or incurred by
      the Debtors and extending the period during which the
      investments and contingent liabilities may be made or
      incurred through the extended term of the DIP Facility; and

   -- Adjusting and establishing new amounts of capital
      expenditures that may be made by the Debtors and their non-
      debtor subsidiaries through fiscal year 2004.

The Debtors contend that entering into the Sixth Amendment is
reasonable.  The Sixth Amendment will afford the Debtors over a
year's worth of additional financing at a reasonable cost and
preserve their liquidity beyond the end of 2004.  In addition,
the Sixth Amendment will assist the Debtors in maintaining
favorable credit terms with vendors and suppliers, as well as
provide assurance to their customers.

The Official Committee of Unsecured Creditors supports the Sixth
Amendment.

At the Debtors' request, Judge Fitzgerald approves the Sixth
Amendment to the DIP Credit Agreement.  The Debtors are
authorized and obligated on a final basis to comply with and
perform, and are bound by, all of the terms, conditions and
waivers contained in the Amendment.  Judge Fitzgerald also
authorizes the Debtors to pay the related amendment fees. (Kaiser
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KOPPERS INC: S&P Rates $300 Million Senior Secured Notes at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Koppers Inc.'s proposed $300 million senior secured notes due
2013.

Standard & Poor's said that at the same time it affirmed its 'B+'
corporate credit rating on the company. The outlook remains
stable.

Koppers, based in Pittsburgh, Pennsylvania, is a producer of
carbon compounds and treated wood products and will have about
$394 million of debt outstanding following the senior notes issue.

Proceeds from the proposed senior notes issue will be used to
refinance the company's $175 million subordinated notes and to
fund an $80 million dividend to shareholders."While the debt
financed dividend payment is consistent with the aggressive
financial policies of the company's owners and will increase debt
leverage, liquidity remains satisfactory and business prospects
are expected to support credit quality," said Standard & Poor's
credit analyst Franco DiMartino. "The new rating is one notch
below the corporate credit rating to reflect the disadvantaged
position of these creditors in the event of a bankruptcy."

Standard & Poor's said that its ratings on Koppers reflect the
company's below-average business position and its very aggressive
financial profile.


MET-COIL SYSTEMS: Brings-In Goldberg Kohn as Bankruptcy Counsel
---------------------------------------------------------------
Met-Coil Systems Corporation seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Goldberg,
Kohn, Bell, Black, Rosenbloom & Moritz, Ltd., as counsel in this
chapter 11 proceeding.

The Debtor relate that it needs to retain Goldberg Kohn to:

     a) provide legal advice with respect to the Debtor's powers
        and duties as debtor in possession in the continued
        operation of its business and management of its
        properties;

     b) pursue development and confirmation of a plan and
        approval of a disclosure statement;

     c) prepare, on behalf of the Debtor, all necessary
        applications, motions, answers, orders, reports and
        other legal papers as required by applicable bankruptcy
        or non-bankruptcy law, as dictated by the demands of the
        Case, or as required by the Court, and representing the
        Debtor in any hearings or proceedings related thereto;

     d) appear in Court and protecting the interests of the
        Debtor before the Court;

     e) assist with any disposition of the Debtor's assets, by
        sale or otherwise; and

     f) perform all other legal services for the Debtor which
        may be necessary and proper in the case.

The Debtor seeks to retain Goldberg Kohn as its attorneys because:

     a) the firm has extensive general experience and knowledge
        in the fields of debtors' and creditors' rights and
        business reorganizations under Chapter 11 of the
        Bankruptcy Code,

     b) the firm has experience and knowledge practicing before
        this Court, and

     c) the firm's appearance before this Court for the
        applications, motions and other matters in the Case will
        be efficient and cost effective for the Debtor's estate.

Consequently, the Debtor believes that Goldberg Kohn is both well-
qualified and uniquely able to represent them in the Case in an
efficient and timely manner.

Additionally, Goldberg Kohn is familiar with the Debtor's
operations since it aided the Debtor in its prepetition
negotiations with creditors. Through this process, Goldberg Kohn
has become uniquely familiar with all facets of the Debtor's
business and operations.

Goldberg Kohn will be compensated in its current standard hourly
rates of:

     Ronald Barliant      principal-bankruptcy   $515 per hour
     Gerald F. Munitz     principal-bankruptcy   $515 per hour
     Alan P. Solow        principal-bankruptcy   $515 per hour
     David E. Morrison    principal-litigation   $305 per hour
     Kathryn A. Pamenter  associate-bankruptcy   $320 per hour
     Andrew E. Weissman   associate-bankruptcy   $245 per hour
     Matthew H. Metcalf   associate-litigation   $240 per hour
     Lauren M. Rosman     paralegal              $100 per hour

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


MITEC TELECOM: Q1 Results Reflect Year-Over-Year Improvement
------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and provider of
advanced radio frequency products for the wireless and satcom
sectors, as well as for a variety of other industries, reported
its results for the first quarter of the 2004 fiscal year ended
July 31, 2003. (All amounts are expressed in Canadian dollars
unless specified otherwise).

As the Company's extensive restructuring and streamlining project,
launched last September, reaches successful fruition, results are
showing significant year-over-year improvement.

On August 29, 2003, the sale of Mitec's Swedish subsidiary, BEVE
AB, was concluded. BEVE AB has been treated as a discontinued
activity for financial statement presentation purposes in Mitec's
first quarter results. The results of the prior fiscal year have
been restated to reflect this treatment.

Mitec's sales for the first quarter reached $18.8 million, a 12%
increase over the $16.8 million reported in the first quarter of
fiscal 2003. Gross profit reached $4.4 million, up over 200%
compared to the corresponding period last year, while the gross
margin for the first quarter was 23%, up from 8% last year.
Operating expenses were down 31%, from $5.8 million in the first
quarter of fiscal 2003 to $4.0 million for the current year. The
net loss for the first quarter was greatly reduced, from $6.4
million, or $0.27 per share, in fiscal 2003 to $1.6 million, or
$0.04 per share in the current year. Mitec also recorded positive
EBITDA of $0.4 million, compared to negative EBITDA of $4.3
million reported last year. This marks the second consecutive
quarter in which the Company has achieved positive EBITDA.

At July 31, 2003, Mitec's balance sheet shows that its total
current liabilities outweighed its total current assets by about
CDN$1.6 million.

"We are pleased with the steady progress Mitec is making towards
reaching full profitability. By achieving positive EBITDA for the
second consecutive quarter, and drastically narrowing our quarter-
over-quarter net loss, Mitec is now on the threshold of
profitability," said Rajiv Pancholy, Mitec's President and CEO.

Mitec and Wavesat announced that Mitec has acquired the Satcom and
PCS assets of Wavesat Wireless Inc. of Montreal.

"This acquisition signals a fundamental change in our pre-
occupations. Going forward, we will forcefully drive our growth,
both vertically - in our traditional markets - and horizontally -
in other non-telecom markets where our RF competency can be
effectively leveraged."

Mitec expects that the Wavesat acquisition will help it to
increase its yearly Satcom revenues by approximately 40%.
Moreover, the deal provides the Company with an entry into the
Satcom amplifier and higher margin Wireless carrier markets.

"For Wavesat, this is a great opportunity to focus on and to
become a premiere supplier of OFDM semi-conductors in the fixed
wireless access market. Additionally, we are pleased that our
satcom and PCS technologies will be further built upon and taken
to global markets by a company of Mitec's stature," said Wavesat
President and CEO, Michel Guay.

Keith Findlay, Mitec's Executive Vice President, Finance and CFO,
also announced that the Company has received signed offers for the
sale/leaseback of its Montreal headquarters, as well as for the
direct sale of its other manufacturing facility in Montreal. "Once
these agreements are finalized, our debt level will be
substantially reduced. We expect to conclude both of these deals
within 30 days. Additionally, we are actively engaged in the
process of selling off our Swedish real estate, which should
contribute approximately $7 million to the reduction of debt."

"With the numerous accomplishments of the past few quarters, Mitec
will now accentuate the emphasis on growth," Mr. Pancholy said.
"In the coming quarter, we will be introducing new products,
bolstering our team, growing our customer base and market share."

               OPERATIONAL AND FINANCIAL HIGHLIGHTS

- Wireless segment sales grew 20% compared to the same period last
  fiscal year as it experienced strong demand in emerging market
  economies. The segment's gross margin also increased
  significantly to 22%, compared to 4% for the same quarter last
  fiscal year, benefiting from a change in the mix of products
  sold.

- Satcom segment sales declined to $2.5 million this year from
  $3.2 million last fiscal year. However, gross margin increased
  to 31% this year from 24% last fiscal year.

- Research and Development expenses were reduced by more than 50%
  compared to the same period last year as a result of
  restructuring efforts.

- During the first quarter, Mitec received the first and second
  tranche of the special loan from its Canadian bank, which is
  guaranteed by La Financiere du Quebec. The Company also received
  the second tranche of its loan from La FinanciSre following the
  sale of the Thailand subsidiary.

Mitec used the sale proceeds of $0.8 million to reduce the term
loan from its Canadian bank.

                    RECENT IMPORTANT EVENTS

On August 29, 2003, Mitec's Swedish subsidiary, BEVE AB, concluded
a sale of assets to Note AB of Sweden. BEVE AB sold its inventory
and equipment, but not its real estate. The proceeds of
approximately $6.4 million will be used to redeem debt. Although
the sale does not include the real estate assets, Note AB has
signed long-term leases for the property involved, enhancing the
possible sale of these assets to a third party. The proceeds from
such a sale would be used to further improve Mitec's balance
sheet.

                    SECOND QUARTER OUTLOOK:
        CONTINUED REVENUE GROWTH; APPROACHING BREAKEVEN

"We look forward to both growing our revenues, as well as
improving our net profitability in the second quarter. This growth
will be largely fuelled by an increased level of activity in our
traditional Wireless and Satcom sectors," Mr. Pancholy said.

Mitec Telecom is a leading designer and provider of products for
the telecommunications industry. The Company sells its products
worldwide to network equipment providers for incorporation into
high-performing wireless networks used in voice and data/Internet
communications. Additionally, the Company provides value-added
services from design to final assembly and maintains test
facilities covering a range from DC to 60 GHz. Headquartered in
Montreal, Canada, the Company also operates facilities in the
United States, the United Kingdom and China.

Mitec Telecom Inc. is listed on the Toronto Stock Exchange under
the symbol MTM. On-line information about Mitec is available at
http://www.mitectelecom.com


NAHIGIAN BROTHERS: Employs Gesas Pilati as Insolvency Counsel
-------------------------------------------------------------
Nahigian Brothers Galleries, Incorporated sought and obtained
approval from the U.S. Bankruptcy Court for the Northern District
of Illinois to employ Gesas, Pilati, Gesas and Golin, Ltd. as
Insolvency Counsel.

The attorneys at Gesas Pilati have considerable experience in
bankruptcy matters and are well qualified to act as counsel for
the Debtor in this case.  The professional services to be rendered
by Gesas Pilati include:

     a. advising the Debtor with respect to its rights, powers
        and duties as a debtor in possession in connection with
        the administration of its estate and the management and
        operations of its business;

     b. assisting and advising the Debtor in the negotiation of
        a modification of the license agreement with Marshall
        Field's;

     c. assisting and advising the Debtor about the preservation
        of Debtor's rights under the License Agreement;

     d. advising the Debtor regarding the operations at 12 store
        locations;

     e. assisting and advising the Debtor in the negotiation,
        formulation and drafting of a plan of reorganization and
        disclosure statement;

     f. such actions as may be necessary with respect to claims
        that may be asserted by or against the Debtor and
        property of its estate;

     g. preparing all applications, motions, complaints, orders
        and other legal documents as may be necessary in
        connection with the proper administration of this case;
        and

     h. performing any and all other legal services on behalf of
        the Debtor, which may be required to aid in the proper
        administration of this estate.

Michael L. Gesas, Esq., a shareholder in the firm reports that in
exchange for his services, Gesas Pilati will charge the Debtor
$425 per hour.  Other professionals' current hourly rates are:

          Partners                 $350 per hour
          Senior Associate         $275 per hour
          Paralegal                $110 per hour

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


NATIONAL CENTURY: Files Liquidation Plan & Disclosure Statement
---------------------------------------------------------------
National Century Financial Enterprises, Inc. and its debtor-
subsidiaries presented Judge Calhoun a Joint Plan of Liquidation
for the resolution of outstanding claims and equity interest, on
September 15, 2003.

David J. Coles, NCFE President, Secretary and Treasurer, relates
that the primary objectives of the Liquidation Plan are:

   (a) to maximize the value of the ultimate recoveries to all
       creditor groups on a fair and equitable basis; and

   (b) to settle, compromise or otherwise dispose of certain
       claims and interests on terms that the Debtors believe to
       be fair and reasonable and in the best interests of the
       Debtors' estates and creditors.

The Liquidation Plan provides for:

   (1) the liquidation and dissolution of each of the Debtors;

   (2) the establishment of the Liquidation Trust and the
       Litigation Trust to liquidate the Assets transferred to
       them;

   (3) the issuance of the interests in the Liquidation Trust and
       the Litigation Trust to the holders of Claims in Classes
       C-2 and C-3;

   (4) the rejection, assumption or assumption and assignment of
       all Executory Contracts and Unexpired Leases to which any
       Debtor is a party; and

   (5) certain other restructuring transactions to effect the
       Plan. (National Century Bankruptcy News, Issue No. 21;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


NBTY INC: Commences Trading on the New York Stock Exchange
----------------------------------------------------------
NBTY, Inc. (NYSE: NTY) -- http://www.NBTY.com-- a leading
manufacturer and marketer of nutritional supplements announced
that its shares of common stock began trading Friday on the New
York Stock Exchange under the symbol, 'NTY.'

NBTY Chairman and CEO, Scott Rudolph, said: "We are delighted to
be listing on the New York Stock Exchange which will mark another
major milestone in our Company's history. We believe that our
listing on the NYSE will enhance the visibility of the Company,
liquidity of our stock and will benefit our shareholders."

"The Exchange is privileged to welcome NBTY to its family of
listed companies," said Catherine Kinney, NYSE President and Co-
Chief Operating Officer. "NBTY is a recognized leader in the
worldwide nutritional supplement industry. We look forward to our
partnership with NBTY and its shareholders."

NBTY (S&P, BB Corporate Credit Rating, Negative) is a leading
vertically integrated U.S. manufacturer and distributor of a broad
line of high-quality, value-priced nutritional supplements in the
United States and throughout the world. The Company markets
approximately 1,500 products under several brands, including
Nature's Bounty(R), Vitamin World(R), Puritan's Pride(R), Holland
& Barrett(R), Rexall(R), Sundown(R), American Health(R) and GNC
(UK)(R).


NORTHERN BORDER PARTNERS: Issues Comment on Enron's Plan Filing
---------------------------------------------------------------
Northern Plains Natural Gas Company and Pan Border Gas Company,
subsidiaries of Enron Corp., are two of the general partners of
Northern Border Partners, L.P.

Also, NBP Services Corporation, a subsidiary of Enron, provides
administrative and operating services to Northern Border Partners,
L.P. and its subsidiaries. On June 25, 2003, Enron announced the
organization of CrossCountry Energy Corp., a newly formed holding
company that will hold, among other things, Enron's ownership
interests in Northern Plains, Pan Border and NBP Services. Enron
also announced it had filed a motion with the U.S. Bankruptcy
Court for the Southern District of New York to approve the
proposed transfer of those ownership interests to CrossCountry
Energy Corp. The Bankruptcy Court has not issued an order on this
motion.

On September 18, 2003, Enron announced that Enron and its debtor-
in-possession subsidiaries filed their proposed amended joint
Chapter 11 plan and related disclosure statement with the
Bankruptcy Court which amended the Plan and Disclosure Statement
previously filed with the Bankruptcy Court on July 11, 2003.
Financial projections for three going-forward businesses,
including CrossCountry Energy Corp., are included in the Plan.
Also, under the Plan, it is anticipated that, if CrossCountry
Energy Corp. is not sold to a third party, as permitted by the
Plan, shares of CrossCountry Energy Corp. would be distributed
directly or indirectly to creditors of the Debtors. Enron reported
that the Plan and Disclosure Statement are available at Enron's
Web site located at

   http://www.enron.com/corp/pressroom/releases/2003/ene/091803rel.html

At this time, Northern Border Partners LP is unable to predict the
outcome of the Bankruptcy Court's ruling on Enron's motion or
whether Enron's Plan will be approved.


NUCENTRIX BROADBAND: Wants to Hire Ordinary Course Professionals
----------------------------------------------------------------
Nucentrix Broadband Networks, Inc., and its debtor-affiliates are
asking permission from the U.S. Bankruptcy Court for the Northern
District of Texas to continue their employment of professionals
used in the ordinary course of business.

The Debtors relate that these Ordinary Course Professionals only
provide legal services in connection with litigation and
regulatory matters.

The Debtors seek to employ the Ordinary Course Professionals so
that they may continue to render postpetition services, which are
substantially similar to those services rendered prepetition.  The
Debtors wish to retain the Ordinary Course Professionals without
filing individual employment applications because the preparation
of individual applications, affidavits and orders for Ordinary
Course Professionals who will be compensated relatively nominal
amounts will unnecessarily burden the estate.

In this regard, the Debtors want to pay their Ordinary Course
Professionals' fees and expenses upon submission of an appropriate
invoice describing the nature of the services provided. The
Debtors submit that the payment of such interim fees and expenses
will be limited to those amount less than $7,500 per month per
Ordinary Course Professional and no more than $50,000 per Ordinary
Course Professional for the duration of the bankruptcy proceeding.

The employment of the Ordinary Course Professionals is in the best
interests of the estates because:

     (a) the elimination of a cumbersome appointment and payment
         process will assure the continued provision of services
         by Ordinary Course Professionals familiar with the
         Debtors' business,

     (b) the estates will eliminate the need to expend resources
         acquainting new Ordinary Course Professionals with the
         Debtors' business affairs,

     (c) it will avoid any disruption to the Debtors'
         operations, and

     (d) the estates will save substantial costs by eliminating
         the need for multiple employment applications.

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.


PATHMARK STORES: Completes $100MM 8.75% Notes Private Placement
---------------------------------------------------------------
Pathmark Stores, Inc. (Nasdaq: PTMK) has completed the private
placement of $100 million aggregate principal amount of its 8.75%
senior subordinated notes due 2012 at a price equal to 102.5% of
principal amount. These notes are an add-on to Pathmark's $200
million private placement that closed on January 29, 2002.

Pathmark used the proceeds from this offering to repay $102
million of the floating rate term loan outstanding under its bank
credit facility. By doing so, Pathmark has increased the long-term
fixed rate component of its capitalization and has lengthened the
average maturity of its outstanding long-term debt. In connection
with the repayment of the term loan, Pathmark terminated and
settled a portion of an interest-rate hedge contract related to
the term loan.

Pathmark expects to incur in its third quarter of fiscal 2003 an
after-tax charge of approximately $0.08 per diluted share related
to the write-off of deferred financing costs associated with the
repayment of the term loan and the termination and settlement of a
portion of the above-mentioned interest-rate hedge contract.
Pathmark expects that the costs incurred in connection with the
offering and the related transactions described above will have no
impact on Pathmark's fiscal 2003 FIFO EBITDA (earnings before
interest, taxes, depreciation and amortization and the LIFO
charge). However, Pathmark now anticipates its fiscal 2003
earnings per diluted share to be at the lower end of its
previously announced $0.52 to $0.62 range as a result of these
costs.

The notes have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not
be offered or sold in the United States absent registration under
the Securities Act and applicable state securities laws or an
applicable exemption from registration requirements.

Pathmark Stores, Inc. (S&P, BB- Corporate Credit Rating, Stable)
is a regional supermarket currently operating 143 supermarkets
primarily in the New York-New Jersey and Philadelphia metropolitan
areas.


PG&E GAS TRANSMISSION: Liberty Files Suit to Recover $145 Mill.
---------------------------------------------------------------
On September 11, 2003, Liberty Electric Power, LLC filed two
lawsuits against PG&E Gas Transmission, Northwest Corporation in
Federal District Court seeking recovery of $140.0 million and $5.4
million, respectively, related to a guarantee issued by PGE GTN in
support of PG&E Energy Trading-Power, LP's obligations under a
tolling agreement with Liberty.

The current face amount of the guarantee issued by PG&E GTN is
$140.0 million. PGET is a debtor in chapter 11 proceedings pending
in the United States Bankruptcy Court for the District of
Maryland. PG&E GTN understands that the scope and extent of
liability by PGET to Liberty under the Tolling Agreement is
disputed by PGET, and that it is PGET's position that the
determination of whether any obligation is owed by PGET under the
Tolling Agreement should be made by the Bankruptcy Court.

If liability is established and PGET is held responsible for
payments to Liberty, PG&E GTN will be the primary guarantor for
any amounts due to Liberty up to the face amount of the guarantee.
PG&E GTN will then have a claim against PGET for any amounts paid
by PG&E GTN to Liberty under the guarantee.

If PG&E GTN becomes directly liable under the guarantee for
substantial payments under the Tolling Agreement, such liability
could have a material adverse effect on its financial condition,
results of operations, or cash flows.


PG&E NATIONAL: Court Clears USGen's Stipulation with Mellon Bank
----------------------------------------------------------------
On September 1, 1998, USGen New England, Inc. entered into a
$575,000,000 credit agreement with Mellon Bank, N.A. and certain
other lending institutions.  Pursuant to the terms and conditions
of the Credit Facility, the Lenders agreed to make loans,
advances and extend other financial accommodations to USGen.

On June 30, 2003, USGen had $75,000,000 of aggregate borrowings
under the Credit Facility and $13,000,000 outstanding under the
letters of credit issued under the Credit Facility.  As of the
Petition Date, the amount due and owing to Mellon Bank under the
Credit Facility -- exclusive of interest, fees, costs and other
charges -- totaled $3,100,388, consisting of $2,641,791 in
borrowings and $458,597 pursuant to Mellon Bank's letter of
credit undertakings.  The Letter of Credit Debt is subject to
Canadian and United States Dollar exchange rate fluctuations.
The Loan Debt and Letter of Credit Debt are absolutely owing to
Mellon Bank.

                    Cash Management Services

Before the Petition Date, USGen used numerous cash management
services provided under fee arrangements with Mellon Bank.  USGen
currently owes Mellon Bank accrued but unpaid fees, costs and
other expenses Mellon Bank incurred in connection with the Cash
Management Service.  In addition, USGen maintained a collection
and disbursement account with Mellon Bank.  As of the Petition
Date, the Account had a $9,551,218 balance.

Immediately upon learning of USGen's Chapter 11 filing, Mellon
Bank properly placed an administrative freeze on the Account to
protect its interest in the cash collateral.  Pursuant to the
Credit Facility, Mellon Bank believes that it has the right to
set-off against the Funds and apply $3,100,388 of the Funds to
USGen's Debt.  Mellon Bank believes that the Funds constitute
cash collateral pursuant to Section 363(a) of the Bankruptcy
Code.  Mellon Bank also asserts that USGen has no equity on the
Funds and the Funds are not necessary for its effective
reorganization.

On July 24, 2003, Mellon Bank released $6,450,829 in the Account
from its administrative freeze and wired the sum to USGen.  USGen
agrees that Mellon Bank has a secured claim in the Funds due to
its set-off right.

                USGen and Mellon Bank Stipulation

Accordingly, Judge Mannes approves a stipulation between USGen
and Mellon Bank to offset mutual prepetition debts.  The terms of
the stipulation are:

(1) Of the $9,551,218 deposit in USGen's Account with Mellon
    Bank, Mellon Bank will be entitled to retain, in full
    satisfaction, settlement, and release of its set-off claim
    asserted against USGen, an amount equal to $3,100,388;

(2) To the extent, on a dollar-for-dollar basis, the Letter of
    Credit Debt is reduced or has not matured because any of the
    underlying letters of credit are terminated, returned or
    otherwise not drawn upon, that portion of the Funds allocated
    to the "Undrawn" Letter of Credit Debt will be excluded from
    the Set-off and Mellon Bank will release the amount of the
    Funds equal to the Undrawn Letter of Credit Debt to USGen
    upon effectuation of the Set-off;

(3) Mellon Bank acknowledges that it does not retain a set-off or
    any other claim with respect to the $6,450,829 released from
    the Account to USGen; and

(4) Nothing in the Agreement will be deemed an assumption by
    USGen of any cash management or depository agreement with
    Mellon Bank. (PG&E National Bankruptcy News, Issue No. 6;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


RESOURCE AMERICA: S&P Affirms & Removes Ratings from Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on oil and
gas exploration and production company Resource America Inc.
(S&P/B/Negative) and removed them from CreditWatch with negative
implications, where they were placed on Feb. 14, 2003. The outlook
is negative.

Philadelphia, Pennsylvania-based Resource currently has about $133
million of debt outstanding.

"The ratings affirmation and removal from CreditWatch reflect
alternative financing, including announced asset sales, that would
allow Resource to repay its looming 2004 debt maturities without
its proposed debt offering that is awaiting SEC approval," noted
Standard & Poor's credit analyst Paul B. Harvey. "However, the
outlook remains negative and Resource's ratings may be susceptible
to a future ratings downgrade, partially due to the potential
liability presented by Atlas Pipeline Partners L.P.'s acquisition
of the Alaska Pipeline Co. from SEMCO Energy Inc.," he continued.

The negative outlook reflects concern over upcoming debt
maturities, particularly the $54 million notes due August 2004,
and Resource's ability to complete the announced recapitalizations
and other financings in a timely manner. In addition, potential
near-term liabilities from Atlas Pipeline Partners' acquisition of
the Alaska Pipeline Co., if realized, could result in constrained
liquidity at the same time as the 2004 maturities. If any of the
announced or expected financings fail, or Resource assumes
responsibility for Atlas' preferred equity repayment, ratings
would likely be lowered. Alternatively, if the proposed
refinancing of the senior notes receives SEC approval and is
subsequently carried out, expected liquidity would likely improve
for Resource to manage the potential Atlas liability, and the
outlook could be revised to stable.


ROWE INT'L: Seeks Court Approval to Use Lenders' Cash Collateral
----------------------------------------------------------------
Rowe International, Inc., is asking for authority from the U.S.
Bankruptcy Court for the Western District of Michigan for an
interim use of cash collateral and granting adequate protection to
lenders.

The Debtor estimates that in the aggregate, it has approximately
1,100 creditors, including active and retired employees, senior
secure debt in the aggregate principal amount of $78,586,531,
unsecured indebtedness of about $3,500,000.

The Senior Secured Debt composed loans from JP Morgan Chase Bank,
as Agent and Collateral Agent in behalf of the other lenders: Tri-
links Investment Trust/Nomura Holdings, Goldman Sachs Credit
Partners LP, Summit Investment Management LLC, Varde Partners,
Inc., AG Capital Funding Partners LP, Bear Stearns & Co. Inc.,
Citibank NA and Credit Suisse First Boston.

Additionally, the Debtor is a borrower under the Industrial
Development Revenue Bonds issued by the City of Grand Rapids, in
the principal amount of $6,000,000. Bonds are secured by a
mortgage on the Debtor's Grand Rapids manufacturing facility and
by an irrevocable letter of credit. To further secure the Bonds,
the Debtor transferred title to the Facility to the City as
required by the act governing the issuance of Industrial
Development Revenue Bonds in the State of Michigan.

Consequently, the Debtor tells the Court that they need to use the
cash collateral to finance ongoing operation under this chapter 11
case, pursuant to the Budget:

                         September
                         ---------
                        Week 3  Week 4
                        ------  ------
Cash Receipts           678.5   639.5
Total Disbursements     487.0   937.0
Net Cash Flow           191.5  (297.5)
Cumulative Balance     (65.3) (362.7)

                                       October
                                       -------
                        Week 1  Week 2  Week 3  Week 4  Week 5
                        ------  ------  ------  ------  ------
Cash Receipts           701.1   617.0   520.7   617.0   548.7
Total Disbursements     613.3   672.1   521.5   647.0   589.2
Net Cash Flow            87.8   (55.1)   (0.8)  (30.0)  (40.5)
Cumulative Balance    (275.0) (330.1) (330.9) (360.9) (401.4)

In this connection, the Debtor wish to grant, on an interim basis,
adequate protection to the prepetition secured lenders possessing
a secured interest in the cash collateral for diminution in value
of the security interests and liens in an upon the Debtor's
property.

The Debtor submits that the terms and conditions of the Interim
Cash Collateral have been negotiated at arms-length and in good
faith between it and the Lenders and that the Lenders consent to
the interim cash collateral use.

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


SCOTTS CO: $1.2 Billion Secured Bank Debt Gets S&P's BB Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating to lawn and garden care products supplier The
Scotts Co.'s proposed $1.2 billion secured bank facilities.
Standard & Poor's also assigned its 'B+' rating to Scotts'
proposed $200 million senior subordinated notes due 2013, offered
under Rule 144A with registration rights. At the same time, the
company's 'BB' corporate credit rating was affirmed.

The new bank loan and subordinated debt issue ratings are based on
preliminary documentation and subject to review once final
documentation is received.

Proceeds from the term loan and subordinated debt offering will be
used to refinance the company's existing credit facility and fund
the cash tender offer of its outstanding 8.625% subordinated notes
due 2009, as well as for general corporate purposes. The 'BB'
rating on Scotts' existing bank debt and the 'B+' rating on its
subordinated notes due 2009 will be withdrawn upon completion of
the transaction.

The bank loan is rated the same as the corporate credit rating,
reflecting the likelihood of meaningful recovery of principal
under a default scenario.

The outlook remains positive.

Marysville, Ohio-based Scotts had about $815 million of debt
outstanding at June 28, 2003.

"The ratings on Scotts continue to reflect its high debt levels
and the inherent seasonality in its business," said Standard &
Poor's credit analyst Jean C. Stout. "Somewhat mitigating these
concerns is the firm's competitive position and leading brand
names in the consumer lawn and garden market in the U.S. and
Europe."

Scotts is a leading provider of consumer products for lawn and
garden care, professional turf, and horticulture, with well-
recognized brand names. The company also provides residential lawn
care, tree and shrub care, and external pest control services
through its Scotts LawnService. Acquisitions during the past
several years significantly expanded the company's product
portfolio, especially in U.S. pesticides, and provided Scotts with
a strong presence in the European market. International sales,
which account for about 14% of total sales, add some diversity.
Nevertheless, competition based on price will be a primary concern
for the rating, even though Scotts has been successful so far in
limiting the negative effect of U.S. patent expirations through
aggressive advertising and new formulations. Roundup's active
ingredient expired in September 2000, and the Methylene-urea
product composition patent for Scotts' Turf Builder expired in
July 2001.


SENTRY TECHNOLOGY: Relocating Head Office to Ronkonkoma, NY
-----------------------------------------------------------
Sentry Technology Corporation (OTC Bulletin Board: SKVY) has
signed a lease for its new corporate headquarters located in
Ronkonkoma, NY and expects to move by the end of September.

This change was made possible following an agreement with its
current landlord to terminate the remaining 13 years on the lease
for the building it occupies in Hauppauge, NY. Sentry will pay a
portion of the back rent owing on the Hauppauge building over
three years. In addition, the landlord has been paid one million
Sentry common shares.

This transaction will result in a one time pretax gain for Sentry
of approximately $353,000 arising from the forgiveness by the
landlord of certain amounts owing and the accounting treatment
related to the termination of the lease. The move is part of a
comprehensive plan to restructure Sentry and will contribute
approximately $200,000 annually in reduced operating expenses.

"Moving to a new facility is an important step in the
restructuring of the Company," said Peter L. Murdoch, President
and CEO of Sentry Technology Corporation. "The combination of this
move and restructuring supplier debt reduces our net liabilities
by $734,000 and further reduces operating expenses going forward.
In total, once we have completed the move, we estimate that at
least $2,000,000 will be eliminated from our annual operating
budget in the form of reduced rent, taxes, maintenance, insurance,
manufacturing costs and employee expenses when compared to 2002.
Despite the many changes at Sentry, customer service and product
quality are being maintained. This is clearly the result of the
exceptional effort on the part of Sentry's employees and
managers."

Sentry Technology Corporation designs, manufactures, sells and
installs a complete line of Radio Frequency (RF) and Electro-
Magnetic EAS systems and Closed Circuit Television (CCTV)
solutions. The CCTV product line features SentryVision(R),
SmartTrack, a proprietary, patented traveling Surveillance System.
The Company's products are used by retailers to deter shoplifting
and internal theft and by industrial and institutional customers
to protect assets and people. The Company's partnership with
Dialoc ID Holdings BV expands the Company's product offering to
include RFID and proximity Access Control solutions. For further
information visit the Company's Web site at
http://www.sentrytechnology.com

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $400,000, and a total net capitalization
of about $300,000.

As reported in Troubled Company Reporter's August 18, 2003
edition, Sentry Technology said that it had completed many steps
in its turn around including restructuring 80% of past due
supplier debt, a 50% reduction in the work force and termination
of the long term lease of its current premises, while retaining
key customers.


SK GLOBAL AMERICA: Schedules Filing Deadline Hearing on Thursday
----------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on the SK Global
America Debtors' request to extend their deadline to file
Schedules of Assets and Liabilities, and Statement of Financial
Affairs, on September 25, 2003.

Accordingly, Judge Blackshear extends the Debtors' deadline to
file Schedules and Statement until the conclusion of that hearing.
(SK Global Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SLMSOFT INC: Court Nixes Insight Venture Capital's Debt Claim
-------------------------------------------------------------
SLMsoft Inc. (TSX: ESP.a, ESP.b), a leading global provider of e-
financial solutions, announced that Court denied Insight Venture
Capital's debt claim and ruled in SLM's favour.

In his 9-page decision, the Honourable Justice Ground ruled that
as of July 21, 1999, the $24 million dollar convertible debentures
held by Insight were converted into convertible preferred shares
and from that date Insight was not a creditor of SLM and does not,
in respect of the convertible debentures held by it, qualify as a
creditor of SLM for the purposes of CCAA.

In January and March of 2002, Insight, a U.S. based investment
firm sent notices of default claiming that a $24 million
debentures was never converted to equity and remained debt. SLM
has always maintained that this investment was equity in nature
and that the debentures were converted into preferred shares in
1999. Friday, this was confirmed by the Court. These Notices and
the action of Insight ultimately led SLM to seek protection under
the Companies Creditors Arrangement Act in May 2003.

"This is a great victory for SLM and its management. This finding
re-establishes the integrity of SLM's financial statements and
confirms the company's position since the wrongful Notices. It's a
relief to have the issue finally resolved" says Govin Misir, CEO
of SLM.

The Court will speak to the issue of costs in mid October.

SLMsoft Inc., ESP-Link and EC-street are trademarks of SLMsoft
Inc. All other product and company names mentioned herein may be
trademarks of their respective owners.


SNYDERS DRUG: Wants Trumbull Group Appointed as Claims Agent
------------------------------------------------------------
Snyders Drug Stores, Inc., and its debtor-affiliates seek approval
from the U.S. Bankruptcy Court for the Northern District of Ohio
to appoint Trumbull Group, LLC as claims and noticing agent.

The Debtors have identified over 1,800 creditors, potential
creditors and other parties-in-interest to whom certain notices,
including notice chapter 11 cases, bar date notices, and plan
voting documents, must be sent.

To relieve the Clerk of Court the burden, it is necessary that the
Debtors employ Trumbull to receive, docket, maintain, photocopy
and transmit proofs of claim in these cases.

Specifically, Trumbull will be required to:

     a. prepare and serve required notices in these chapter 11
        cases, including:

          i) a notice of the commencement of t initial meeting
             of creditors under Section 341(a) of the Bankruptcy
             Code;

        ii) a notice of the claims bar date;

       iii) notices of objections to claims;

        iv) notices of any hearings on a disclosure statement
            and confirmation of a plan of reorganization; and

         v) such other miscellaneous notices as the Debtors or
            the Court may deem necessary or appropriate for an
            orderly administration of these chapter 11 cases;

     b. within 5 business days after the service of the
        particular notice, file with the Clerk's Office a
        certificate or affidavit of service;

     c. maintain copies of all proofs of claim and cases;

     d. maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in
        a claims database;

     e. implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f. transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g. maintain an up-to-date mailing list for all entities
        that have files proofs of claim or proofs of interest
        and make such list available upon request to the Clerk's
        Office or any parties-in-interest;

     h. provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        this case without charge during regular business hours;

     i. record all transfers of claims pursuant to Fed. R. Bank.
        P. 3001(e) and provide notice of such transfers as
        required by Rule 3001(e), if directed to do so by the
        Court;

     j. comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k. provide temporary employees to process claims, as
        necessary;

     l. promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe; and

     m. provide such other claims processing, noticing,
        balloting and related administrative services as may be
        requested from time to time by the Debtors.

Lorenzo Mendizabal, President of The Trumbull Group, LLC reports
that Trumbull's current hourly rates are:

     Administrative Support            $50 per hour
     Assistant Case Management/
       Data Specialist                 $65 to $80 per hour
     Case Manager                      $110 to $125 per hour
     Automation Consultant             $140 to $160 per hour
     Consultant                        $175 to $225 per hour
     Senior Consultant                 $230 to $300 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.


SUREBEAM CORP: Nasdaq Reschedules Delisting Hearing for Thursday
----------------------------------------------------------------
SureBeam Corporation (Nasdaq: SUREE) was notified by NASDAQ
officials that a NASDAQ Listing Qualifications Panel has
rescheduled its hearing scheduled for Thursday, September 18 to
review issues related to the late filing of the Company's Form
10-Q for the quarter ended June 30, 2003.

The hearing was postponed due to expected extreme weather
conditions for the Washington, D.C. area on Thursday and has been
rescheduled for September 25, 2003.

As a result the scheduled hearing, the automatic delisting of
SureBeam's common stock from NASDAQ -- required under current
exchange rules -- has been stayed pending the outcome of the
hearing.

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

                         *     *     *

               Liquidity and Capital Resources

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

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

      Status of Our $50.0 Million Credit Facility with Titan

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

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

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

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

                   Credit Facility Availability

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

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

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

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

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

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

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

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

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

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

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

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


TESORO PETROLEUM: Fitch Revises Low-B Ratings Outlook to Stable
---------------------------------------------------------------
Fitch Ratings has changed the Rating Outlook on Tesoro Petroleum
Corporation to Stable from Negative.

Fitch maintains a rating of 'BB-' on Tesoro's senior secured debt,
which includes the company's $500 million revolving credit
facility, $200 million of senior secured term loans and $375
million of senior secured notes. Fitch also rates Tesoro's senior
subordinated notes 'B', which totaled approximately $940 million
at June 30, 2003.

The change in rating outlook reflects the continued improvement in
Tesoro's capital structure over the past several months. On
Sept. 10, 2003, Tesoro announced the repayment of the $125 million
secured term loan under the company's credit facility. With the
repayment, Tesoro has completed its target to reduce balance sheet
debt by $500 million to approximately $1.6 billion. Management
also remains publicly committed to further reducing debt and
improving the company's capital structure.

The company's ratings, however, reflect the constrained financial
flexibility of the company due to the substantial debt that was
added to finance the acquisitions of the Golden Eagle refinery in
May 2002 and the Mandan and Salt Lake City refineries in September
2001. Although continued debt reduction is the primary factor
influencing Tesoro's ratings, Fitch continues to look for further
generation of meaningful cash flow from operations and continued
improvement in the company's credit protection metrics. Credit
protection metrics remained weak for the twelve months ended June
30, 2003 with EBITDA-to-interest of only 1.9 times (x), but are
expected to improve given the recent strong margins and Fitch's
expectation of a more mid-cycle margin environment in coming
months.

Tesoro owns and operates six crude oil refineries with a rated
crude oil capacity of 560,000 barrels per day. Four of the
company's refineries are on the West Coast, with facilities in
California, Alaska, Hawaii and Washington. The company sells
refined products wholesale or through approximately 575 retail
outlets.


UNIFI INC: Anticipates to Incur Net Loss for Sept. 2003 Quarter
---------------------------------------------------------------
Unifi, Inc. (NYSE: UFI), reaffirmed that it is currently facing a
challenging business environment.

The Company announced that, as a result of continuing operating
pressure from further weakening of its businesses, it expects to
incur a net loss in the range of 10 cents per share to 16 cents
per share for the September 2003 quarter, as compared with net
income of 8 cents per share for the prior year September quarter.

The decrease in profitability over the prior year quarter is
primarily due to a continuing reduction of average unit prices and
volumes as the effects of soft economies and excessive supply
chain inventories impact textile and apparel manufacturers.
Additionally, the importation of fabric and apparel, primarily
from Asia, into the domestic market continues to erode the
business of our U.S. based customers.  Sales volumes for the
September 2003 quarter are expected to be 15% to 20% lower than
the prior year September quarter.

The comparison of the current September quarter to the prior year
period is also expected to be negatively impacted by reduced
earnings from the Company's unconsolidated equity affiliates, who
are being impacted by the same business conditions mentioned
above.

Brian Parke, Unifi's chief executive officer said, "We have taken
a number of pro-active measures, including reductions in our U.S.
and European corporate and manufacturing workforce, designed to
both improve financial performance and enhance our organizational
effectiveness.

"We will continue to face the challenges of shifting industry
dynamics and focus on driving growth as a world class company that
adds value to our supply chain anywhere in the world that our
customers choose to do business.

"Looking forward, we expect this to be a challenging year.  In
light of these difficult business and economic conditions, Unifi
will continue to take the actions necessary to meet the challenges
ahead and maximize operating performance."

Unifi (S&P, BB Corporate Credit Rating, Stable) is one of the
largest producers and processors of textured yarns in the world.
Its primary business is the texturing, dyeing, twisting, covering,
and beaming of multi-filament polyester and nylon yarns.  Unifi's
textured yarns are found in home furnishings, apparel and
industrial fabrics, automotive, upholstery, hosiery and sewing
thread.


UNITED AIRLINES: US Bank Seeks Relief to Access Chicago Fund
------------------------------------------------------------
U.S. Bank serves as Indenture Trustee under an Indenture dated
June 1, 2000, with the City of Chicago.  Pursuant to the
Indenture, Chicago issued the Chicago O'Hare International
Airport Special Facilities Revenue Refunding Bonds (United Air
Lines, Inc. Project) Series 2000A, in the principal amount of
$38,360,000.

Contemporaneously, the Issuer entered into a Special Facility Use
Agreement with United whereby the proceeds of the Bonds were to
be used to redeem a portion of the Chicago O'Hare International
Airport Special Facility Revenue Bonds (United Air Lines Inc.
Project) Series 1990.

In exchange for redemption of the Series 1990 Bonds and United's
use of the facilities, United agreed to make payments of
principal, interest and any premium on the Bonds.  As security,
the Issuer pledged to U.S. Bank all of its right, title and
interest in the Facility Use Agreement and all monies and
securities held by U.S. Bank.

Pursuant to the Facility Use Agreement, a Construction Fund was
established to pay for the costs of construction under the
Project.  As of May 13, 2003, the Construction Fund held
$5,544,760.  On May 20, 2003, United submitted a draw request to
U.S. Bank seeking to withdraw from the Construction Fund
$1,403,269.

U.S. Bank asks Judge Wedoff to modify the automatic stay so it
can exercise its rights under the Indenture regarding monies in
the Construction Fund.  Katherine A. Constantine, Esq., at Dorsey
& Whitney, in Minneapolis, Minnesota, explains that United has no
equity in the monies contained in the Construction Fund.  United
cannot meet the burden of showing that the monies in the
Construction Fund are necessary for an effective reorganization.
(United Airlines Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Court Approves Deloitte & Touche as Consultants
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained the
Court's authority to employ Deloitte & Touche LLP as consultants,
nunc pro tunc to July 15, 2003.

Robert Blakely, WorldCom Chief Financial Officer, relates that
the Debtors selected Deloitte as their consultants because of its
diverse experience and extensive knowledge, including, without
limitation, in the fields of consulting, accounting and systems
controls.  Deloitte is one of the Big Four accounting firms, and
has the necessary depth and range of skills to assist the Debtors
in these Chapter 11 cases.

Deloitte will assist the Debtors:

     (i) in gathering documents and information identified by the
         Debtors in connection with the completion of their
         financial reporting processes;

    (ii) in documenting and remediating the Debtors' financial
         and related internal control processes; and

   (iii) regarding issues specific to companies in bankruptcy,
         including, without limitation, the requirements of SOP
         90-7 -- Financial Reporting by Entities in
         Reorganization Under the Bankruptcy Code.

In connection with these Projects, Deloitte is also prepared to
provide other assistance as the Debtors may request.

The specific procedures that Deloitte will perform in connection
with the Projects will include assisting the Debtors:

   * in establishing a project management office at the Debtors'
     premises;

   * in conducting interviews with the Debtors' finance,
     accounting, systems and operating personnel regarding the
     information and the status of the Projects;

   * in their review of schedules, timetables and work plans
     prepared, as well as assistance with the preparation of
     updated project plans, task lists and timelines;

   * in accumulating and analyzing their financial, systems,
     control and operational information and other relevant data
     in connection with the completion of their financial
     reporting process;

   * in documenting their financial and related control processes
     and functions and helping the Debtors in preparing
     remediation actions that the Debtors may deem necessary; and

   * with other project management and facilitation activities.

According to Mr. Blakely, Deloitte will be compensated based on
the hours actually expended by each professional at 75% of each
professional's then current regular hourly billing rate.  The
range of Deloitte's hourly billing rates by classification of
personnel for the engagement before any applicable discount are:

   Partner/Principal/Director                  $550 - 750
   Senior Manager                               500 - 590
   Manager                                      400 - 520
   Senior Accountants/Senior Consultants        250 - 400
   Staff Accountants/Consultants                150 - 275
   Paraprofessionals                             75 - 120

Mr. Blakely states that Deloitte has not received an advance
payment retainer for services to be rendered to the Debtors.
Deloitte is not a prepetition creditor of the Debtors.

Anthony Kern, a principal at Deloitte, attests that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.  Mr. Kern, however, discloses that
Deloitte has provided unrelated services to certain parties-in-
interest in the Debtors' cases.  Deloitte assisted
MatlinPatterson Global Advisors LLC and Silver Lake Partners in
the acquisition of certain of the Debtors' debt.

Deloitte is a defendant in a number of lawsuits filed by Adelphia
Communications Corporation.  Deloitte provided privileged, non-
testifying litigation support services to certain defendants in
actions brought by purchasers of WorldCom and MCI debt
securities.

Certain WorldCom lenders have provided financing to Deloitte.
Deloitte also purchases communication services from the Debtors.
Deloitte Consulting LP, an affiliate, provided ordinary course
services to the Debtors on four projects that were completed in
May 2003.

Nevertheless, Mr. Kern ascertains that Deloitte does not hold or
represent an interest adverse to the Debtors' estates that would
impair its ability to objectively perform professional services
for the Debtors.  Mr. Kern also notes that Deloitte has
established an ethical wall and confidentiality safeguards among
the engagement teams providing litigation support services and
financial analysis to creditors and the WorldCom engagement team.
(Worldcom Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WSI MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: WSI Manufacturing, Inc.
        2767 Highway 55
        Eagan, Minneapolis 55121

Bankruptcy Case No.: 03-46641

Chapter 11 Petition Date: September 19, 2003

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Heather Brown Thayer, Esq.
                  Fredrikson & Byron PA
                  200 South 6th Street
                  Suite 4000
                  Minneapolis, MN 55402
                  Tel: 612-492-3000

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cheatwood, M. &             Judgment                  $602,000
Strickland, C.
c/o Anton Rupert
20 N Broadway, Suite 1800
Oklahoma City, OK 73102
Tel: 405-235-7700

Gottlieb, Paul              Goods and/or services      $90,001

Laufer Textiles, LLC        Goods and/or services      $52,939

The Carli Collection        Goods and/or services      $49,984

KFAN Radio                  Goods and/or services      $23,868

Atlas of Minnesota          Goods and/or services      $22,675

The Bernard Group           Goods and/or services      $18,199

UPS                         Goods and/or services      $13,192

Jerry's Printing            Goods and/or services       $9,349

Hornwood & Lee Fasion       Goods and/or services       $8,749
Textile Partners, LLC

TPG Sports, Inc.            Goods and/or services       $7,665

Aces, Inc.                  Goods and/or services       $7,500

Spectraprint, Inc.          Goods and/or services       $6,747

Imex Vinyl Packaging        Goods and/or services       $6,216

A&E Thread                  Goods and/or services       $4,922

Old Dominion Freight Line,  Goods and/or services       $4,335
Inc.

Baseball America            Goods and/or services       $4,165

Texas Fish & Game Magazine  Goods and/or services       $3,027

TVF, Inc.                   Goods and/or services       $2,839

Robertson, Monty            Sales Rep - Commission      $2,387


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,836     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
Solutia Inc.            SOI        (249)       3,342     (231)
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holding      THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
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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
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For copies of court documents filed in the District of Delaware,
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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.

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