TCR_Public/030924.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 24, 2003, Vol. 7, No. 189

                          Headlines

ACTERNA CORP: Trilithic Inc. Demands Prompt Decision on Contract
AGWAY INC: Wants Plan Filing Exclusivity Extended to November 26
ALTERNATE MARKETING: Commences Chapter 7 Liquidation Proceedings
AM COMMUNICATIONS: Signs-Up Patton Boggs as Bankruptcy Counsel
AMERCO: Court Allows Use of JPMorgan Chase's Cash Collateral

ARMSTRONG: AWI Discloses Post-Confirmation Board of Directors
ASSET SEC.: Fitch's Ratings on Class B-2 & B-3 Cut to Junk Level
AUTOCORP EQUITIES: Significant Losses Raise Going Concern Doubt
AEROVIAS NACIONALES: Proof of Claim Forms Due on Oct. 15, 2003
BETHLEHEM STEEL: Wants Approval of Severance Settlement Protocol

BOYD GROUP: Distribution Reinvestment Plan Available on Sept. 30
CEDARA SOFTWARE: June 30 Balance Sheet Upside Down by C$1.8-Mil.
CEDARA SOFTWARE: Inks C$4.2-Mill. Contract with Philips Medical
CENTRAL UTILITIES: Wants More Time to File Bankruptcy Schedules
CKE RESTAURANTS: Offering $75 Mill. of Conv. Subordinated Notes

CKE RESTAURANTS: Moody's Takes Multiple Rating Actions
CORECARE: Renames Kirkbride Center as Blackwell Human Services
COVANTA ENERGY: Liquidation Plan's Claims & Interests Treatment
CREDIT SUISSE: Fitch Keeps Watch on B+/CCC Note Class Ratings
DALEEN TECHNOLOGIES: Expands Strategic Partnership with Danet

DII INDUSTRIES: Begins Solicitation of Asbestos Plan Acceptance
DOMAN INDUSTRIES: Canadian Court Extends CCAA Stay Until Oct. 10
ENRON CORP: Baupost & Racepoint Wants Plan Examiner Appointed
FLEXTRONICS INT'L: Will Host Analyst and Investor Day Tomorrow
FRUIT OF THE LOOM: Settles Dispute with Commonwealth of Kentucky

G+G RETAIL INC: S&P Downgrades Corporate Credit Rating to B
GENTEK INC: Seeks Stay Relief to Allow Class 11 Treatment
GENUITY: Court Fixes Oct. 15 as Interim Admin. Claims Bar Date
GEORGIA-PACIFIC: Exploring Options for Building Products Biz
GMAC 2000-C1: Fitch Puts Class M & N's Ratings on Watch Negative

GOLDRAY INC: Seeks Creditor Protection Under BIA in Canada
GOODYEAR TIRE: USWA Pact Meets Flexibility and Cost-Saving Goals
GRANITE BROADCASTING: June 30 Net Capital Deficit Tops $216 Mil.
GREENERY ASSOCIATES: Case Summary & 20 Largest Unsec. Creditors
HEADWAY CORPORATE: Completes Debt Restructuring Transactions

HENCIE CONSULTING SERVICES: Voluntary Chapter 7 Case Summary
I2 TECHNOLOGIES: Withdraws Appeal of Nasdaq Delisting Decision
INTEGRATED HEALTH: Rotech Wants Nod for Lasko Settlement Pact
INTERCEPT INC: Closes $50MM Credit Facility with Bank of America
INT'L PAPER: Amen to Speak at Deutsche Bank Conference Tomorrow

ITEX CORP: Inks LOI to Sell Sacramento Corporate-Owned Office
JLG INDUSTRIES: FY 2003 Operating Results Reflect Improvement
JLG INDUSTRIES: Board Declares Regular Quarterly Dividend
KAISER ALUMINUM: Wants to Restructure Power Transmission Service
LEAP WIRELESS: Exclusivity Extension Hearing Set for Tomorrow

LEVEL 3: Updates Q3 Projections and Reaffirms FY 2003 Guidance
LEVI STRAUSS: $650-Mil. Revolving Facility Gets S&P's BB Rating
MAJESTIC STAR: Extends Consent Solicitation Until Tomorrow
MAJESTIC STAR: Amends Consent Solicitation and Tender Offer
MERISTAR HOSPITALITY: Exchange Shares for 8-3/4% Sr. Sub. Notes

MILLENNIUM CHEMICALS: S&P Cuts Credit Rating a Notch to BB-
NATIONAL CENTURY: Treatment of Claims Under Liquidation Plan
NAVISITE INC: Appoints Martin & Scott to Senior Management Team
NEW MEXICO SOFTWARE: Settles Obligation to Eisner & Company LLP
NORTHWEST GOLD: Taps Singer Lewack to Replace Grant Thornton LLP

NRG ENERGY: Establishes September 29, 2003 as Voting Record Date
OGLEBAY NORTON: Intends to Sell Lime and Mica Operations
OXFORD AUTOMOTIVE: Expands Greencastle, Ind. Manufacturing Plant
PACIFIC AEROSPACE: Will Hold Special Shareholders Meeting in Nov.
PARAGON FINANCIAL: Posts Record Loan Originations of $75M in Aug.

PERRY ELLIS: Completes $150MM 8-7/8% Senior Sub. Debt Offering
PG&E NATIONAL: Obtains Open-Ended Lease Decision Time Extension
PHOTOCHANNEL: Turns to Tangent Management for PR Strategies
PRIME RETAIL: Special Shareholders' Meeting Set for October 30
QUADRAMED CORP: Files 1st and 2nd Quarter Reports on Form 10-Q

REPRTON ELECTRONICS: Commences OTCBB Trading Effective Sept. 22
ROHN INDUSTRIES: Wants More Time to File Schedules & Statements
ROWE INT'L: Bringing-In Van Dyke as Special Purpose Counsel
SENSE TECH.: Exchange Offer Expiry Date Extended to October 6
SIMONDS INDUSTRIES: Plans to Merge With International Knife

SK GLOBAL: Proposes Uniform Interim Compensation Procedures
SMART WORLD: Debtors Appeal Juno Settlement Decision
SPIEGEL GROUP: Hires Keen Realty and Centerpoint to Sell Assets
TOYS R US: Completes Sale of $400-Million Fifteen-Year Bonds
TRANSWITCH: Fixes Base Share Amount & Note Auto-Conversion Price

UNITED AIRLINES: Asks Court to Disallow $4BB of Duplicate Claims
VIEWLOCITY INC: Inks Definitive Merger Agreement with Viesta
WCI COMMUNITIES: Will Present at CSFB Conference on October 9
WCI STEEL: Has Until Nov. 13 to File Schedules and Statements
WELLS FARGO: Fitch Junks Class II-B5 Notes Rating to C from B

WHEELING-PITTSBURGH: Awards $8 Mill. Contract to Siemens Energy
WORLDCOM INC: Asks Court to Quash Subpoena against Mike Capellas

* 10th Annual Aircraft Finance Conference Set for Oct. 27 - 28
* Dewey Ballantine Adds Senior Litigation Attorneys to NY Office
* Fitch Report Says Recovery Rates Return to Historical Norms

* Meetings, Conferences and Seminars

                          *********

ACTERNA CORP: Trilithic Inc. Demands Prompt Decision on Contract
----------------------------------------------------------------
Acterna Corp., and its debtor-affiliates and Trilithic, Inc. are
parties to a Settlement and License Agreement dated July 8, 1999.
The License Agreement provided that Trilithic would grant the
Debtors a worldwide, non-transferable, non-exclusive License under
certain patents. During the pendency of their Chapter 11 cases,
the Debtors have continued to utilize the Trilithic Patents in
their normal business operations.

The License Agreement conditions the Debtors' continued license
of the patented technology upon payment of all amounts due.
Pursuant to the Agreement, the License was to become irrevocable
upon Trilithic's receipt of the last payment, but in the event
the Debtors failed to pay, the License would terminate
immediately without further action.

The License Agreement requires these payments to be made to
Trilithic:

          Due Date                Payment Amount
          --------                --------------
          At Closing                 $900,000
          January 1, 2000             900,000
          January 1, 2001             650,000
          January 1, 2002             650,000
          January 1, 2003             650,000
          January 1, 2004             650,000
          January 1, 2005             650,000
          January 1, 2006             650,000

The payments required to be made by the Debtors in 2004, 2005,
and 2006 have not been paid to Trilithic.

Wendy D. Brewer, Esq., at Barnes & Thornburg, in Indianapolis,
Indiana, says that the Debtors have scheduled Trilithic's claim
at considerably less than the $1,950,000 remaining to be paid,
leaving Trilithic uncertain whether the Debtors intend to comply
with the Agreement.

Ms. Brewer notes that in the event the Debtors' scheduling of
Trilithic's claim indicates their intention not to make all
payments required by the License Agreement, the Debtors' actions
constitute a breach of the contract and the License is terminated
immediately.  Trilithic believes that the Debtors require the
License to continue normal daily business operations.

Thus, Trilithic asks the Court to compel the Debtors to assume or
reject the License Agreement, or, in the alternative, allow the
remaining payments as administrative priority expenses and to
direct the Debtors to pay them on time. (Acterna Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AGWAY INC: Wants Plan Filing Exclusivity Extended to November 26
----------------------------------------------------------------
As previously disclosed, Agway Inc. currently has the exclusive
right to submit a Chapter 11 Plan (i.e., the document that
describes the path the Company will take for each of its
businesses and estimates the potential distribution and timing of
such distributions to creditors) to the Bankruptcy Court until
September 27, 2003 and that the Company may be  requesting an
extension of that exclusivity filing period.

On Friday, September 12, 2003, Agway submitted a motion to the
Bankruptcy Court requesting a two-month extension - to
November 26, 2003.

The additional time is needed, states Agway, to enable the Company
and the Unsecured Creditors' Committee to identify the best
strategic alternatives for each  of Agway's businesses.  As
previously reported, each of the businesses is in various stages
of the bidding process.  While Agway has received a number of
credible bids, additional time is needed to evaluate these bids
and to consider all  options so that the Company can maximize
value for its creditors.  The two-month extension will afford the
Company the opportunity to propose, in consultation with the
Unsecured Creditors' Committee, a realistic and viable Chapter 11
plan that estimates the return to creditors with a greater measure
of certainty than is possible at this juncture.

Agway filed for Chapter 11 protection on October 1, 2002, in the
U.S. Bankruptcy Court for the Northern District of New York
(Utica) (Bankr. Case No. 02-65872).


ALTERNATE MARKETING: Commences Chapter 7 Liquidation Proceedings
----------------------------------------------------------------
According to the Company, on September 16, 2003, (a) Hencie, Inc.,
a Delaware corporation and a majority owned subsidiary of
Alternate Marketing Networks, Inc., a Delaware corporation, and
(b) Hencie Consulting Services, Inc., a Texas corporation and a
wholly owned subsidiary of Hencie, filed voluntary petitions under
Chapter 7 of the federal bankruptcy code as a result of certain
events and circumstances, including, without limitation, (i) the
failure to collect certain significant accounts receivable owed by
MEDIACOPY Texas, Inc., a customer of Hencie Consulting, to Hencie
Consulting and (ii) the inability to effect an agreement with
Accord Financial, Inc., a Delaware corporation and a financing
source of Hencie Consulting, concerning certain significant
accounts receivable purchased by Accord from Hencie Consulting and
owed by Mediacopy to Accord, or otherwise obtain adequate
financing.

Alternate Marketing Networks and certain subsidiaries of Alternate
Marketing Networks, as applicable, has/have guaranteed certain
obligations of Hencie and/or Hencie Consulting, including, without
limitation, obligations of Hencie and/or Hencie Consulting to
Accord and TrizecHahn Tower Three Galleria Management, L.P., and
these parties have made demands of Alternate Marketing Networks
and its subsidiaries under the guarantees by Alternate Marketing
Networks and its subsidiaries of the obligations of Hencie and/or
Hencie Consulting.

Alternate Marketing Networks is currently in discussions with
these parties and other parties concerning the guaranteed and
other obligations of Hencie and/or Hencie Consulting.  Although
Alternate Marketing Networks intends to satisfy and perform its
obligations under any and all guarantees or otherwise settle any
and all liabilities assumed by Alternate Marketing Networks with
respect to Hencie and/or Hencie Consulting, there can be no
assurance that Alternate Marketing Networks will be able to
perform under the guarantees.  If Alternate Marketing is unable,
for any reason, to satisfy and perform all guaranteed obligations
of Hencie and/or Hencie Consulting and other obligations of Hencie
and/or Hencie Consulting assumed by Alternate Marketing Networks
in connection with the bankruptcy of Hencie and Hencie Consulting,
Alternate Marketing Networks may be forced to curtail or close
operations or sell some or all of the assets of Alternate
Marketing Networks.  Even if Alternate Marketing Networks is able
to satisfy and perform all of the guaranteed obligations and other
obligations assumed by Alternate Marketing Networks in connection
with the bankruptcy of Hencie and Hencie Consulting, the business,
financial condition, and operations of Alternate Marketing
Networks may be materially adversely affected by the bankruptcy of
Hencie and Hencie Consulting.

In connection with these bankruptcy filings, Alternate Marketing
Networks accepted the resignation of Adil Khan, a co-founder of
Hencie and Hencie Consulting, as a director and the Chief
Executive Officer of Alternate Marketing Networks.  In connection
with his resignation, Mr. Khan agreed, among other things, to
waive any and all of his rights to any severance payments as
consideration for a release by Alternate Marketing of Mr. Khan
from certain provisions of the non-compete of that certain
Employment Agreement effective as of August 1, 2003 between
Alternate Marketing Networks and Mr. Khan.


AM COMMUNICATIONS: Signs-Up Patton Boggs as Bankruptcy Counsel
--------------------------------------------------------------
AM Communications, Inc., and its debtor-affiliates are seeking
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ Patton Boggs LLP as their attorneys
in these chapter 11 proceedings.

The Debtors have selected Patton Boggs LLP to represent them in
connection with their Chapter 11 cases. The Debtors believe that
Patton Boggs is both well qualified and uniquely able to represent
them in their Chapter 11 cases in an efficient and timely manner.

Patton Boggs will be most responsible with the filing and
prosecution of their Chapter 11 cases, effective as of the
Petition Date, and to perform the legal services that will be
necessary during their Chapter 11 cases.

Patton Boggs is a full service law firm with experience and
expertise in the legal areas that will impact the Debtors' day to
day operations and the reorganizations under Chapter 11 of the
Bankruptcy Code.

In this engagement, Patton Boggs will:

     a) advise the Debtors regarding matters of bankruptcy law;

     b) represent the Debtors in proceedings before this Court;

     c) assist in the preparation of reports;

     d) advise the Debtors concerning requirements of the
        Bankruptcy Code, bankruptcy rules, local bankruptcy
        rules, U.S. Trustees guidelines and case administration;
        and

     e) assist the Debtors in the negotiation, preparation,
        confirmation and implementation of a plan of
        reorganization.

Patton Boggs will also act as general counsel to the Debtors to
advise them in regards to other matters that relate to the
Debtors' businesses and impact their restructuring.

Patton Boggs will be compensated in its current hourly rates of:

          partners             $275 to $500 per hour
          associates           $185 to $325 per hour
          paralegals           $50 to $150 per hour

The professionals who will be principally in-charge in this
engagement and their current hourly rates are:

          Robert Jones          Partner    $425 per hour
          H. Jefferson LeForce  Partner    $320 per hour
          Brent R. McIlwain     Associate  $230 per hour
          Jeanie George         Paralegal  $115 per hour

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


AMERCO: Court Allows Use of JPMorgan Chase's Cash Collateral
------------------------------------------------------------
On June 28, 2002, Amerco entered into a three-year credit facility
a syndicate of ten banks, administered by JPMorgan Chase as agent,
for $205,000,000 guaranteed by 76 subsidiaries of Amerco,
including the two first-tier subsidiaries U-Haul International,
Inc. and AREC.  As one of the conditions to the Lenders' loans of
funds under the Credit Agreement, the Guarantors collectively
executed a Guaranty of all amounts owed to the Lenders under the
Credit Agreement.

As security for the Secured Loan, Amerco and each of the
Guarantors executed a Pledge Agreement under which they granted a
first priority security interest in existing and future
intercompany receivables, proceeds thereof, and any instruments
evidencing the intercompany receivables to the Secured Creditor
to secure the Secured Loans.  The Parties then simultaneously
executed a promissory note evidencing the intercompany loans and
advances owing to Amerco and each of the Guarantors.  Amerco's
and the Guarantors' rights to demand payment of any of the
intercompany receivables is subordinated to the rights of the
Secured Creditor.

The Secured Creditor perfected its first priority security
interests in the Collateral of Amerco and each Guarantor by
filing UCC-1 Financing Statements in the applicable
jurisdictions.  The Secured Creditor also took possession of the
Note and has continued to possess the Note since June 28, 2002,
establishing an additional basis of perfection in its Collateral.

Amerco's continued use of its cash management system, while
integral to the business, necessarily requires the use of the
Secured Creditor's Collateral, including the Cash Collateral.
Under Section 363 of the Bankruptcy Code, Amerco must obtain
either the Secured Creditor's consent or the Court's approval to
use the Cash Collateral.

Amerco has been in default under the terms of the Credit
Agreement since October 15, 2002.  Upon notice of these defaults,
Amerco, the Guarantors and the Secured Party entered into a
Standstill Agreement in November 2002.  The defaults identified
in the Standstill Agreement include:

   (i) on or prior to October 15, 2002, Amerco failed to comply
       with Credit Agreement that requires it to pay down
       $150,000,000 of intercompany receivables of Amerco or
       its subsidiaries or other financings; and

  (ii) on October 15, 2002, Amerco defaulted on a $100,000,000
       payment of asset backed notes and AREC failed to provide
       security interests on real property as required under a
       private placement of notes.

Under the terms of the Standstill Agreement, Amerco agreed to pay
an additional 2% interest on the outstanding loan balance of
$205,000,000 until the defaults were cured.

As of June 28, 2002, the net obligations owed to Amerco under the
intercompany receivables was $517,200,000.  Since then, Amerco
and its subsidiaries made numerous intercompany transfers, such
that Amerco and the Secured Creditor do not currently know the
precise amount of the intercompany receivables owing and
evidenced by the Note.  The Parties believe that the amounts owed
to Amerco exceed the amounts owing under the Credit Facility.
However, Amerco acknowledges that its continued use of the
Collateral, including the Cash Collateral, may result in a
material reduction in the Collateral's value and that if Amerco's
reorganization is unsuccessful or if any of its material
subsidiaries filed a case under the Bankruptcy Code or ceased
operation of its business, the Collateral value, including the
Cash Collateral, could drop precipitously.

Amerco and the Secured Creditor agreed to certain treatment of
the Secured Creditor claims against Amerco as outlined in a
Letter Agreement dated August 12, 2003, which they intend to
memorialize in a Restructuring Agreement.  As additional adequate
protection to the Secured Creditor and to facilitate the approval
of the DIP Facility, the Letter Agreement provides that upon
entering into the Restructuring Agreement, Amerco will pay
$51,125,000 to the Secured Creditor in partial payment of amounts
owing under the Loan Documents, including fees and expenses.

The Secured Creditor also made a good faith request for adequate
protection of its interest in the Collateral Amerco intend to
use.

At the parties' agreement and without in any way ruling on
whether the interests of the Secured Creditor are adequately
protected, Judge Zive orders that:

A. Amerco may use the Cash Collateral until a Termination Event.
   The Cash Collateral may not be used, sold, leased, or
   otherwise disposed of in any manner, in whole or in party, by
   any entity, including Amerco, without the Secured Creditor's
   prior written consent;

B. Amerco may use the Cash Collateral only in the ordinary
   course of business and only to pay ordinary, necessary,
   actual and reasonable business expenses when and as these
   expenses become due.  Amerco may not use any Cash Collateral
   for any other purpose without the prior written consent of
   the Secured Creditor;

C. Amerco stipulates that the value of the Collateral as of the
   Petition Date exceeds the amount of the Secured Creditor's
   claims against it;

D. The Secured Creditor will have an allowed claim in the
   Bankruptcy Case, in the amount equal to the sum of these
   items, reduced by any amounts actually paid:

   -- $205,000,000 principal amount,

   -- interest accrued but unpaid as of the Petition Date,

   -- fees, costs and other expenses incurred under the Loan
      Documents but unpaid as of the Petition Date,

   -- interest on principal at the rate provided in the Loan
      Documents each day from and after the Petition Date, and

   -- reasonable fees, costs and other expenses incurred by the
      Secured Creditor and payable by Amerco under the terms of
      the Loan Documents on or after the Petition Date;

E. As adequate protection for any diminution in value of the
   Secured Creditor's interest in the Collateral, including the
   Cash Collateral, as required under Sections 361, 363(c) and
   363(e) of the Bankruptcy Code, in compliance with Section
   506(b) and in consideration of the Secured Creditor's consent
   to Amerco's use of the Cash Collateral:

   -- Amerco will pay interest on the Secured Loan, in advance,
      at the non-default rate of interest specified in the Loan
      Documents, but without prejudice to the right of the
      Secured Creditor to claim interest at the default rate
      specified in the Standstill Agreement and other Loan
      Documents;

   -- Within 10 days of demand by the Secured Creditor, Amerco
      will pay any fees, costs and expenses payable under the
      Loan Documents, including the fees and disbursements of
      counsel, financial advisors, and consultants, whether
      incurred before or after the Petition Date, subject to the
      Court's review;

   -- The Secured Creditor will have a first priority, valid,
      enforceable, perfected and unavoidable replacement and
      additional lien on all of Amerco's intercompany
      receivables that arise after the Petition Date to secure
      the Secured Loan;

   -- The Secured Creditor's lien on and security interest in
      the Collateral continues in the proceeds and profits of
      the Collateral as provided by Section 552(b) of the
      Bankruptcy Code without exception by the Court, subject to
      the Secured Loan and Loan Documents;

   -- Amerco will comply with and perform all its covenants and
      obligations, including payment of interest at the non-
      default rate without prejudice to a claim for interest at
      the default rate and reasonable fees, costs and other
      expenses payable to the Secured Creditor;

   -- Amerco will maintain a cash management system similar to
      that in place under the Loan Documents;

   -- Amerco will timely perform and satisfy all requirements
      applicable to it under the Guidelines and Requirements of
      the U.S. Trustee;

   -- The Secured Creditor and any successors will be given
      access to the books, records and documents of Amerco and
      its subsidiaries during normal business hours and without
      interfering with Amerco's operations;

   -- Amerco will provide to the Secured Creditor reports and
      information on:

      (a) all documents and reports, including monthly operating
          statements, required under the Loan Documents;

      (b) other information that the Secured Creditor may from
          time to time reasonably request; and

      (c) any documents or information provided to the Committee
          in this or a related Chapter 11 case; and

   -- Amerco will serve the Secured Creditor and other parties-
      in-interest, with copies of all documents filed with the
      U.S. Trustee.  Until all amounts payable or owing under
      the Loan Documents and the Order have been paid in full,
      Amerco will give prior notice to the Secured Creditor the
      filing of any material papers;

F. The grant of the lien on the Postpetition Collateral is in
   addition to all liens and rights existing in favor of the
   Secured Creditor as of the Petition Date.  The additional
   lien is valid, perfected, enforceable, unavoidable and
   effective as of the Petition Date without the execution,
   delivery, filing or recordation of any financing statements,
   instruments or other documents under applicable
   non-bankruptcy law.  The Secured Creditor's lien on the
   Postpetition Collateral is senior to all claims, liens and
   interests arising postpetition on property of Amerco or the
   estate;

G. The automatic stay imposed by Section 362 of the Bankruptcy
   Code is terminated to the extent necessary to authorize any
   payment under the Order and to implement and effectuate the
   terms and conditions of the Order;

H. Amerco's rights to use the Cash Collateral will automatically
   terminate immediately without notice, demand, order or other
   action if any of these events occurs:

   -- December 31, 2003 has passed;

   -- Amerco has paid in full all amounts and claims payable or
      owing under the Loan Documents and this Order;

   -- the Court prohibits Amerco's use of the Cash Collateral;

   -- Amerco's failure to comply with any material terms,
      conditions or covenants contained in the Order or the
      Loan Documents;

   -- the Court disapproves the DIP Facility;

   -- Amerco fails to make the required payments under the
      Order;

   -- Amerco's failure to provide the Secured Creditor with a
      listing of its intercompany receivables;

   -- Amerco ceases to operate all or substantially all of its
      business as presently conducted;

   -- Amerco has sold all or substantially all of the property
      of the estate;

   -- The Court orders the appointment of a trustee or an
      examiner with expanded powers to operate Amerco's business;

   -- The Court authorizes a lien on the Collateral to secure
      any credit that would be senior or equal to any lien the
      Secured Creditor holds;

   -- A lien is affixed on any Collateral owned by any of the
      Guarantors that is equal or senior to any lien held by or
      granted to the Secured Creditor under the Loan Documents
      or this order without the written consent of the Secured
      Creditor;

   -- The Court lifts the automatic stay to allow any entity to
      proceed against any material asset of Amerco;

   -- Amerco asks the Court to reconsider the Order; or

   -- A state department of insurance acts to seize RepWest or
      its assets or RepWest fails to comply with the terms of a
      corrective plan the Arizona Dept. of Insurance adopted;

I. All parties-in-interest will have until September 18, 2003
   to bring any claim, right, action, cause of action or
   liability to:

   -- challenge the amount, allowance, nature, extent,
      validity, enforceability, or priority of the Loan
      Documents or the Secured Creditor's prepetition claims,
      liens or interests;

   -- recover any amount from the Secured Creditor on account
      of any prepetition Date claim, right, action, causes of
      action or liability, including any claim, right, action,
      causes of action, or liability that may exist or arise
      under the Bankruptcy Code; or

   -- subordinate any or all of the Secured Creditor's claims,
      liens or security interests to any other claims, liens or
      security interest; and

J. Upon the occurrence of a Termination Event, Amerco may not
   use, sell or lease the Cash Collateral, will segregate and
   account for any Cash Collateral in its possession, custody or
   control, and will hold the Cash Collateral for the benefit of
   the Secured Creditor, subject to further Court order.

                    Equity Committee Objects

Kaaran E. Thomas, Esq., at Beckley Singleton, Chtd., in Reno,
Nevada, recalls that the Debtors entered into three Stipulated
Orders with these creditors to provide them with lien or adequate
protection on the Debtors' Cash Collateral:

   -- Citibank, N.A.,
   -- JPMorgan Chase Bank, and

Third parties are permitted to review and challenge:

   -- the Citibank lien until October 13, 2003, and
   -- the JPMorgan lien until September 18, 2003.

The Official Committee of Equity Holders believe that the
objection periods are too short in light of its status and the
extensive review required of the other financing transactions.

Accordingly, the Equity Committee asks the Court to:

   -- extend the objection period on the Citibank Lien to
      November 30, 2003;

   -- delay the final approval of the Cash Collateral Motion
      and permit, instead, continued use of cash flow pursuant
      to an agreed budget for a period of 90 days to permit the
      Equity Committee and other parties-in-interest the
      opportunity to investigate the impact of all of the
      proposed financing transactions;

   -- compel the Debtors to make detailed disclosure regarding
      the collectibility of both current and projected company
      receivables and the business justification for the
      JPMorgan payment from the proposed DIP Facility;

   -- permit the use of the JPMorgan cash collateral upon a
      grant of a replacement lien conditioned on final
      determination of the validity, priority and extent of
      JPMorgan's liens;

   -- to the extent JPMorgan is determined to be either an
      undersecured or unsecured creditor as of July 14, 2003,
      disgorge the payments to JPMorgan; and

   -- give the Equity Committee 90 days to challenge the
      JPMorgan Liens and be given access to the Debtors' books,
      records and witnesses to assist it in its task. (AMERCO
      Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
      Inc., 609/392-0900)


ARMSTRONG: AWI Discloses Post-Confirmation Board of Directors
-------------------------------------------------------------
On the Effective Date, the Board of Directors of Reorganized
Armstrong World Industries will consist of nine individuals.  Each
of the nine individual members of the Board of Directors of
Reorganized AWI will serve in accordance with the Amended and
Restated Articles of Incorporation, the Amended and Restated By-
laws, and the Stockholder and Registration Rights Agreement, with
their service beginning on the Effective Date of the Plan.  The
members of the Board of Directors of Reorganized AWI are:

   -- Joseph L. Castle, II;
   -- James J. Gaffney;
   -- Robert C. Garland;
   -- Judith R. Haberkorn;
   -- Michael D. Lockhart;
   -- Scott D. Miller;
   -- Arthur J. Pergament;
   -- John J. Roberts; and
   -- Alexander M. Sanders, Jr.
(Armstrong Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ASSET SEC.: Fitch's Ratings on Class B-2 & B-3 Cut to Junk Level
----------------------------------------------------------------
Asset Securitization Corp.'s commercial mortgage pass-through
certificates, series 1996-D3, are downgraded by Fitch Ratings as
follows:

        -- $27.4 million class B-2 to 'CCC' from 'B';
        -- $7.8 million class B-3 to 'C' from 'CCC'.

The following certificates are affirmed by Fitch:

        -- $56.6 million class A-1B 'AAA';
        -- $321 million class A-1C 'AAA';
        -- $19.6 million class A-1D 'AAA';
        -- Interest-only class A-CS2 'AAA';
        -- $39.1 million class A-2 'AA';
        -- $35.2 million class A-3 'A';
        -- $39.1 million class A-4 'BBB';
        -- $43 million class B-1 'BB'.

Fitch does not rate the $15.7 million class A-5, $643,854 class B-
4 or $41 class B-4H certificates.

The downgrades reflect continuing deterioration in the pool's
collateral performance, including the expected losses on the
delinquent loans and interest shortfalls on subordinate classes.
Realized losses in the pool total $15.5 million. Fitch remains
concerned about the pool's high hotel (28%) concentration. Also of
concern is the loan concentration, with the top five loans
representing 37% of the pool. As of the September 2003
distribution date, eight loans (3.5%) were in special servicing,
including a 30-day delinquent (0.52%), a 60-day delinquent
(0.34%), four 90-day delinquent (1.4%), and two real estate-owned
loans (1.1%). Losses are expected on five of them.

Five of the specially serviced loans (2.5% of pool), including an
REO loan, are secured by hotels. The REO loan (0.7%) is secured by
a limited-service hotel in Lubbock, Texas. A purchase agreement
has been executed and closing is set for October 2003.

As of the September 2003 distribution date, the pool's aggregate
certificate balance has decreased by 23% to $605.2 million from
$782.6 million at issuance.

CRIIMI MAE, the special servicer, who is also responsible for
collecting financial statements, provided year-end 2002 financials
for 100% of the non-defeased loans. The YE 2002 weighted average
debt service coverage ratio increased to 1.53 times from 1.44x at
issuance.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


AUTOCORP EQUITIES: Significant Losses Raise Going Concern Doubt
---------------------------------------------------------------
Autocorp Equities Inc. has incurred significant losses from
operations and has a large accumulated deficit. As a result, the
Company is currently dependent on PUSA for the financing it
utilizes to fund its operations. PUSA is no longer able to provide
such financing. This raises substantial doubt about the Company's
ability to continue as a going concern.

In 2003, the Company has executed the transition phase of its
business strategy from a portfolio lender to a pass-through
originator for third-party buyers of auto finance contracts.  In
prior years the Company has primarily originated automobile
contracts for its own account financed by bank lines of credit.
The Company has established contractual relationships with
financial institutions under which it originates loans for the
institution under the institution's guidelines.  These loans are
passed through to the financial institution and the Company is
paid origination fees.   The Company is currently negotiating
additional pass-through relationships in an effort to change the
Company's mix to a weighting of financed revenue.  Although the
Company projects that it will be cash flow positive in the second
half of 2003, current revenues are not sufficient to cover the
Company's operating costs.

The Company's independent auditors, Ehrenkrantz, Sterling & Co.,
LLC, have advised the Company's Board of Directors: "In our
opinion, the financial  statements referred to above present
fairly, in all material respects, the financial position of
Pacific Auto Group, Inc. and subsidiary as of December 31, 2002
and 2001, and the results of its operations and its cash flows for
the years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  The Company has
incurred significant losses from operations and has a large
accumulated deficit. As a result, the Company is currently
dependent on its parent for the financing it utilizes to fund its
operations. As discussed in Note 1 to the consolidated financial
statements, the Company's ultimate U.S. Parent, Pacific USA
Holdings Corp. filed for a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code and is no longer able to provide such
financing. Management's plans regarding these matters are
described in Note 2 to the consolidated financial statements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern."


AEROVIAS NACIONALES: Proof of Claim Forms Due on Oct. 15, 2003
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York establishes October 15, 2003, as the deadline for
creditors of Aerovias Nacionales de Colombia S.A. Avianca and its
affiliate Avianca, Inc., to file their proofs of claim against the
Debtors or be forever barred from asserting their claims.

All proof of claim forms from creditors outside the Republic of
Columbia must be received with the Bankruptcy Court on or before
Oct. 15.  If sent by mail, forms must be addressed to:

        United States Bankruptcy Court
        Southern District of New York
        Re: Aerovias Nacionales De Colombia S.A/
            Avianca, et al.
        PO Box 5130
        Bowling Green Station
        New York, NY 10274

If by hand or overnight courier, to:

        United States Bankruptcy Court
        Southern District of New York
        Re: Aerovias Nacionales De Colombia S.A/
            Avianca, et al.
        One Bowling Green
        Room 534
        New York, NY 10004-1408

The proof of claim forms need not be submitted at this time if
they are on account of:

        1. Claims already paid in full by the Debtors;

        2. Claims already properly filed with the Bankruptcy
           Court;

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

        4. Claims previously allowed by Order of the Court;

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

        6. Administrative expense claims of the Debtors.

Founded in 1919, Aerovias Nacionales de Colombia S.A. Avianca is
one of the oldest airlines in the world. The Colombian carrier
provided scheduled passenger and cargo services throughout South
America, the Caribbean and the US.

The Company filed for chapter 11 protection on March 21, 2003
(Bankr. S.D.N.Y. Case No. 03-11678).  Ronald E. Barab, Esq., at
Smith, Gambrell & Russell, LLP and Howard D. Ressler, Esq., at
Anderson, Kill & Olick, P.C., represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it estimated debts and assets of more than
$100 million each.


BETHLEHEM STEEL: Wants Approval of Severance Settlement Protocol
----------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates ask the
Court to approve their proposed procedures to settle potential
disputes with former employees arising from their alleged
obligations to make severance allowance payments to former
employees under the Severance Plan.

                     The Severance Plan

Since January 1, 1990, pursuant to the Debtors' Severance
Allowance Plan for Eligible Salaried Employees, the Debtors
maintained a plan to provide severance allowances to certain
employees whose employment was involuntarily terminated.

An employee is eligible for Severance Allowances under the
Severance Plan if, among other things:

   (a) the Debtors terminate the employee because of the
       permanent closing of the employee's operation, the
       permanent discontinuance of a substantial portion of the
       department in which the employee is employed, the
       permanent elimination of the employee's position or a
       permanent force reduction; and

   (b) the employee is not offered a job at substantially equal
       pay, and with relocation assistance if the job is outside
       the same geographic area as the existing job.

Until February 1, 2003, the formula to determine the Severance
Allowance of an eligible employee under the Severance Plan was
calculated based on a gross amount derived from the employee's
final weekly pay and the number of years of continuous service,
less certain benefits paid to or on behalf of the employee.

More specifically, the gross amount of the Severance Allowance
was determined by multiplying the employee's final weekly pay by
a factor based on the employee's length of continuous service as
of the employee's last day worked -- up to a maximum amount equal
to the lesser of 39 weeks of pay or $80,000, as:

  Years of Continuous Service      Severance Allowance
  ---------------------------      -------------------
     less than 3 years                 0 weeks
     between 3 and 5 years             4 weeks
     between 5 and 7 years             6 weeks
     between 7 and 10 years            7 weeks
     between 10 and 12 years           8 weeks
     between 12 and 15 years           10 weeks
     15 years or more                  1 week for each year of
                                         service

The Severance Allowance for the employee was then finally
determined by subtracting from the gross amount, the:

   (1) Income Protection Plan benefits paid to or on behalf of
       the employee;

   (2) regular vacation benefits earned by the employee during
       lay off;

   (3) enhanced pension benefits payable solely as a result of
       the event that created the employee's eligibility for the
       Severance Allowance -- the Pension Offset; and

   (4) the value of the employee's retiree health care benefits
       -- the Retiree Health Offset.

The Debtors amended the Severance Plan in March 2003 to
eliminate, effective February 1, 2003, the reduction of the
Severance Allowance by the Pension Offset and Retiree Health
Offset  -- the Retiree Offsets -- in recognition of the
likelihood of the impending:

   -- termination of retiree health care benefits as a result of
      the Debtors' request to terminate its retiree health care
      benefits, which termination occurred on March 31, 2003; and

   -- reduction in pension benefits as a result of Pension
      Benefit Guaranty Corporation's complaint filed on
      December 18, 2002 in the U.S. District Court for the
      Eastern District of Pennsylvania to terminate and assume
      trusteeship of the Debtors' pension plan which termination
      occurred as of December 18, 2002 and assumption of
      trusteeship, which occurred on April 30, 2003.

                     The Laid Off Employees

From the Petition Date through January 31, 2003, the Debtors laid
off 475 employees who consider, or the Debtors believed to
consider themselves, eligible for Severance Allowances under the
Severance Plan.  Of the 475 Laid Off Employees, 108 sought
payment of Severance Allowance claims as administrative expenses
pursuant to a request filed on May 22, 2003 -- the Severance
Claimants.

Mark A. Jacoby, Esq., at Weil, Gotshal & Manges LLP, in New York,
notes, that the Debtors are also seeking the Court's approval of
a stipulation settling the Severance Claimants' claims for
Severance Allowances based on a formula that takes into account
the reduced value of the pension and retiree health care benefits
provided to employees whose employment the Debtors involuntarily
terminated from the Petition Date through January 31, 2003, and
reduces the remaining amount by 30% to reflect the uncertainty
and legal expenses avoided by the Severance Claimants by settling
their claims.

Many of the Laid Off Employees, other than the Severance
Claimants, contacted the Debtors concerning Severance Allowances
and have filed proofs of claim for Severance Allowances, some of
which seek allowance and payment of the claims as administrative
expense claims.  The Debtors believe that many other Remaining
Laid Off Employees will make additional requests for Severance
Allowance after learning of the terms of the Stipulation between
them and the Severance Claimants.

                The Proposed Settlement Procedure

In anticipation of requests by Remaining Laid Off Employees for
additional Severance Allowance payments, and to promote the
equitable treatment of the Debtors' employees through a
consistent treatment of similarly situated employees, the Debtors
propose to implement a settlement procedure that will offer
Severance Allowance payments to the Remaining Laid Off Employees.

The Debtors intend to use the same formula used to determine the
Severance Claimants' Severance Allowance payments pursuant to the
Stipulation, in exchange for the release by any accepting
Remaining Laid Off Employee of any and all claims for Severance
Allowance.

Mr. Jacoby relates that the Debtors propose to determine the
amount of the Severance Allowance payment to offer to each
Remaining Laid Off Employee using a formula, which is the same
formula applied pursuant to the Stipulation.

The Severance Formula is:

   (a) Begin with the gross amount of Severance Allowance payable
       under the Severance Plan as it was in effect at the time
       of the Remaining Laid Off Employee'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 Remaining Laid Off Employee who was eligible only
       for a "shutdown pension," deduct pension amounts payable
       until the Remaining Laid Off Employee 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 Remaining Laid Off
       Employee by settling.

A "shutdown pension", Mr. Davis explains, is a contingent pension
available upon the occurrence of total or partial shutdown of an
employee's operation or department or the permanent elimination
of an employee's position if, at the time of the employee's
termination, the employee:

   -- was at least 55 years of age, and the sum or the employee's
      age and the length of continuous service was equal to least
      70 years;

   -- was younger than 55 years of age, but the sum of the
      employee's age and the length of continuous service was
      equal to least 80 years; or

   -- had at least 20 years of continuous service as of the last
      day worked, and the sum of the employee's age and the
      length of continuous service was equal to at least 65.

The Severance Formula does not include any deduction for certain
subsidized benefits received by the Remaining Laid Off Employees,
including:

   (1) "sole option pension benefits" or that portion of the
        benefit payable prior to normal retirement age of 65;

   (2) the "special payment" which is a payment made during the
       first three months of retirement in an aggregate amount
       equal to nine weeks of the retiree's final salary plus
       unused vacation for the year of retirement;

   (3) the "five-year term certain feature" which is the Debtors'
       guaranty of payment of a retiree's full pension for five
       years, even after the death of the retiree; or

   (4) the "surviving spouse benefit" which is the payment, after
       a retiree's death, of 50% of a retiree's pension to the
       retiree's spouse for the spouse's lifetime.

After determining the amount of Severance Allowance payment to
offer to each Remaining Laid Off Employee, the Debtors intend to
send a letter to each Remaining Laid Off Employee explaining the
Severance Formula and the payments made to the Severance
Claimants.

Each letter the Debtors will send to a Remaining Laid Off
Employee eligible for payments under the Severance Formula will
be accompanied by a check for the payment, and will clearly
indicate that negotiation of the check by the Remaining Laid Off
Employee will constitute a waiver of any and all of its claims
for payment under the Severance Plan based on the termination of
employment with the Debtors.

The Remaining Laid Off Employees who are not eligible for
payments under the Severance Formula will also be sent letters
informing them of their ineligibility for additional Severance
Allowance payments.

According to Mr. Jacoby, the aggregated payment amount proposed
under the Settlement Procedure is $4,000,000.

Mr. Jacoby asserts that sound business reasons support the
implementation of the Settlement Procedure.  Because many of the
Remaining Laid Off Employees have either already filed claims or
are likely to seek enhanced Severance Allowances, particularly
upon discovery of the terms of the Stipulation, implementation of
the Settlement Procedure will save the Debtors' estates legal
expenses and time that would be required to respond to, and
possibly litigate, the multiple requests.

Implementation of the Settlement Procedure will also allow the
Debtors to avoid the uncertainty associated with litigation by
settling potential claims at a value that is substantially lower
than a potential adverse judgment against them.  Under applicable
case law, amounts due pursuant to an adverse judgment would
likely be entitled to administrative expense status under Section
503(b) of the Bankruptcy Code against the Debtors' estates
because the termination of the Remaining Laid Off Employees'
employment occurred subsequent to the Petition Date.  This
savings and aversion of risk by the Debtors are not
inconsiderable in light of the Debtors' current "wind down mode"
and significantly reduced operating staff and budget.

In addition, the Settlement Procedure will provide for the fair
and equitable treatment of the Debtors' employees by providing
the Remaining Laid Off Employees with substantially the same
treatment as that provided to the Severance Claimants.

Mr. Jacoby clarifies that because the Severance Claimants are
litigants, the Stipulation treats them differently than the
Settlement Procedure treats the Remaining Laid Off Employees in
three material ways:

   (1) all claims of the Severance Claimants for Severance
       Allowances, including those of Severance Claimants who
       will not receive Severance Allowances pursuant to the
       Stipulation, will be discharged;

   (2) the Debtors will pay legal fees incurred in connection
       with Severance Allowance claims by Severance Claimants who
       will not receive Severance Allowances pursuant to the
       Stipulation; and

   (3) if the Debtors voluntarily offer more favorable Severance
       Allowance calculations to other similarly situated former
       employees, on a group basis, the Severance Claimants will
       be entitled to recalculate their Severance Allowance under
       the more favorable formula.

Since both the Remaining Laid Off Employees and the Severance
Claimants' employment was terminated in the same time frame and
both groups were subject to the same Severance Plan, consistent
treatment of these groups is appropriate, fair and just.  The
Settlement Procedure essentially will allow the Debtors to offer
to the Remaining Laid Off Employees settlement terms that the
Court has already determined to be reasonable when the Court
approves the Stipulation.  The Debtors do not intend to proceed
with the hearing to determine the approval of the Proposed
Settlement Procedure unless the Court first approves the
Stipulation.

Finally, Mr. Jacoby says, the Settlement Procedure will allow for
the resolution of administrative expense claims against the
Debtors' estates, thus expediting the resolution of the Debtors'
Chapter 11 cases.  For these reasons, the Court should approve
the Debtors' proposed Settlement Procedure. (Bethlehem Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


BOYD GROUP: Distribution Reinvestment Plan Available on Sept. 30
----------------------------------------------------------------
Boyd Group Income Fund (TSX: BYD.UN) announces the adoption of a
"Premium Distribution, Distribution Reinvestment and Optional Unit
Purchase Plan" which will be available to unitholders of record on
September 30, 2003.

The Plan allows eligible unitholders to direct that the monthly
cash distributions paid by the Fund in respect of their existing
trust units be reinvested in additional units at a 5% discount to
the average market price (as defined in the Plan).

The Plan also includes a unique feature which allows participants
to elect to either have these additional trust units held for
their account under the Plan, or have them delivered to a
designated broker in exchange for a premium cash payment equal to
102% of the reinvested amount. Canaccord Capital Corporation will
be the designated broker under this premium distribution component
of the Plan.

Finally, the Plan allows those unitholders who participate in
either the regular distribution reinvestment component or the
premium distribution component of the Plan to purchase additional
units from treasury for cash at a purchase price equal to the
average market price (with no discount) subject to certain limits
described in the Plan. Generally, no brokerage fees or commissions
will be payable by participants for the purchase of trust units
under the Plan, but unitholders should make enquiries with their
broker, investment dealer or financial institution through which
their trust units are held as to any policies of such party that
would result in any fees or commissions being payable.

Copies of the Offering Circular setting forth the complete text of
the Plan, an accompanying series of Questions and Answers, and the
Authorization form have been mailed to registered holders of the
Fund. Copies of these materials are also available on Boyd Group's
Web site located at http://www.boydgroup.com

Eligible unitholders may elect to participate in the Plan by
contacting their broker, investment dealer or financial
institution through which their trust units of the Fund are held
and having them enroll on their behalf.

Unitholders should carefully read the complete text of the Plan
before making any decisions regarding their participation in the
Plan.

                          *   *   *

As previously reported, Fitch Ratings has affirmed the ratings for
Boyd Gaming Corporation's senior secured bank credit facility at
'BB+', senior unsecured at 'BB-' and senior subordinated notes at
'B+'.

The ratings reflect the company's geographically diverse asset
base, strong free cash flow generation, focused balance sheet
management and visible growth prospects (namely, The Borgata).
Offsetting factors include the material tax increases enacted in
Illinois, Nevada and New Jersey in 2003 which are expected to
result in a $15 million - $20 million hit to run-rate EBITDA.
Longer term, risk factors include new competition for Boyd's Delta
Downs facility, where Pinnacle Entertainment plans to open its new
casino facility in early 2005, and the potential for a Native
American casino within 15 miles of Boyd's Blue Chip Casino in
Michigan City. Recently announced capital spending plans at these
two properties could minimize the impact; however, Fitch believes
that the combined hit to EBITDA in 2005 could be in the $35
million - $50 million range.


CEDARA SOFTWARE: June 30 Balance Sheet Upside Down by C$1.8-Mil.
----------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF) announced results for
its fourth quarter and fiscal year ended June 30, 2003.

Revenue from continuing operations in the fourth quarter was $6.6
million compared to $11.3 million recorded in the same period last
year. Gross margin of $4.2 million or 64% of revenue in the fourth
quarter of fiscal 2003 was in line with gross margin of 63% of
revenue for the first nine months of fiscal 2003 but below the
$9.2 million or 81% of revenue reported in the same period last
year. The Company posted a net loss of $3.7 million for the fourth
quarter of fiscal 2003, compared to a net loss of $0.4 million in
the same quarter last year. On a per-share basis, the net loss for
the fourth quarter of fiscal 2003 was $0.15 per share, compared to
a net loss of $0.02 per share in the same period last year.

For fiscal 2003, revenue from continuing operations was $30.1
million compared to $45.5 million in fiscal 2002. The decline in
revenue of $15.4 million or 34% compared to last year was due
primarily to the high inventories of pre-purchased software
licenses in the hands of customers at the beginning of the year.
Customers have had to work these inventories out of their systems
before the resumption of a more normal flow of orders could occur.
The Company recorded a net loss from continuing operations of
$13.3 million or $0.55 per share for fiscal 2003 compared to a net
loss of $3.6 million or $0.17 per share last year. In fiscal 2003,
there was no income or loss from discontinued operations compared
to income from discontinued operations of $5.0 million in fiscal
2002. The overall net loss for the year of $13.3 million or $0.55
per share compared to overall net income of $1.5 million or $0.07
per share in the previous year.

In fiscal 2003, cash used in continuing operating activities was
$1.4 million, an improvement of $2.0 million, compared to cash
used in continuing operating activities of $3.4 million in the
last fiscal year. Discontinued operations consumed cash of $1.9
million in fiscal 2003 compared to cash provided by discontinued
operations of $0.6 million last year.

"Fiscal 2003 was a difficult year for Cedara as the level of
pre-purchased software licenses in the hands of our customers had
a major negative impact on fiscal 2003 revenues," said Abe
Schwartz, Cedara's President and Chief Executive Officer.
"Compounding this, results for the fourth quarter and for the full
fiscal year fell short of management's expectations due primarily
to unexpected delays in contract execution, foreign exchange
losses due to the decline of the U.S. dollar and a non recurring
adjustment related to office lease exit costs. On a positive note,
we estimate that customer held software license inventory has
declined by $10.8 million, from an estimate of approximately $17.5
million at the beginning of the year to an estimate of
approximately $6.7 million at year end. Based on this and other
improvements made during 2003, it is our expectation that revenue
will rebound in fiscal 2004", added Schwartz.

Cedara's June 30, 2003, balance sheet shows a working capital
deficit of about CDN$12 million while net capital deficit tops
CDN$1.8 Million.

Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and
healthcare information technology companies. Cedara's software is
deployed in hospitals and clinics worldwide - approximately 20,000
medical imaging systems and 4,600 Picture Archiving and
Communications System workstations have been licensed to date.
Cedara is enabling the future of the healthcare industry with new
innovative approaches to workflow, data and image management,
integration, the web, software components and professional
services. The company's medical imaging solutions are used in all
aspects of clinical workflow including the capture of patient
digital images; the sharing and archiving of images; sophisticated
tools to analyze and manipulate images; and even the use of
imaging in surgery. Cedara is unique in that it has expertise and
technologies that span all the major digital imaging modalities
including angiography, computed tomography, echo-cardiology,
digital X-ray, fluoroscopy, mammography, magnetic resonance
imaging, nuclear medicine, positron emission tomography and
ultrasound.


CEDARA SOFTWARE: Inks C$4.2-Mill. Contract with Philips Medical
---------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF), a leading independent
developer of medical software technologies for the global
healthcare market, has signed an agreement with Philips Medical
Systems, to supply certain of its medical imaging technologies and
related support services for application by Philips in its MR
(Magnetic Resonance) systems.

The agreement is valued at a minimum of Cdn. $4.2 million in
Cedara's current fiscal year. There is the potential for some
follow-on business at Philips' option.

"We are pleased that Cedara has been successful in securing this
major agreement with Philips Medical Systems, a leading supplier
of diagnostic imaging and patient monitoring systems," said Abe
Schwartz, Cedara's President and CEO.

For more information about Cedara's range of medical image
management products, visit the Cedara Web site at
http://www.cedara.com

Cedara's June 30, 2003, balance sheet shows a working capital
deficit of about CDN$12 million while net capital deficit tops
CDN$1.8 Million.

Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and
healthcare information technology companies. Cedara's software is
deployed in hospitals and clinics worldwide - approximately 20,000
medical imaging systems and 4,600 Picture Archiving and
Communications System workstations have been licensed to date.
Cedara is enabling the future of the healthcare industry
with new innovative approaches to workflow, data and image
management, integration, the web, software components and
professional services. The company's medical imaging solutions are
used in all aspects of clinical workflow including the capture of
patient digital images; the sharing and archiving of images;
sophisticated tools to analyze and manipulate images; and
even the use of imaging in surgery. Cedara is unique in that it
has expertise and technologies that span all the major digital
imaging modalities including angiography, computed tomography,
echo-cardiology, digital X-ray, fluoroscopy, mammography, magnetic
resonance imaging, nuclear medicine, positron emission tomography
and ultrasound.


CENTRAL UTILITIES: Wants More Time to File Bankruptcy Schedules
---------------------------------------------------------------
Central Utilities Production Corp., wants more time to file
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).

The Debtor relates that its files are voluminous and located in
several states.  An ongoing effort to locate arrange and report
the financial affairs of the Debtor may take as much as three
weeks longer that the time period allotted for the filing of the
schedules. Additionally, the Debtor points out that its principal
business is oil and gas production located in several states. Each
has different contractual operators and descriptions of the
assets.  Consequently, the Debtor wants to extend the schedules
filing deadline to run through October 4, 2003.

Headquartered in Carrollton, Texas, Central Utilities Production
Corp., an oil and gas exploration and production, filed for
chapter 11 protection on August 29, 2003 (Bankr. E.D. Tex. Case
No. 03-44067).  William Tranthom, Esq., represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $74,000,000 in total assets and
$3,000,000 in total debts.


CKE RESTAURANTS: Offering $75 Mill. of Conv. Subordinated Notes
---------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) is planning to offer $75 million
aggregate principal amount of convertible subordinated notes,
subject to market and other customary conditions.

The Company is expected to grant the initial purchasers of the
offering an option to purchase up to an additional $15 million
aggregate principal amount of notes.  The notes will be
convertible into shares of the Company's common stock if the
closing price of the common stock exceeds specified levels or in
certain other circumstances. The Company plans to use all of the
net proceeds from the offering to repay and retire a portion of
its outstanding 4-1/4 percent Convertible Subordinated Notes Due
2004 as soon as practicable after the closing of this offering.

The Company plans to repay and retire the remainder of such
outstanding notes by replacing its existing $100 million senior
credit facility with a new $150-175 million facility and drawing
down the necessary funds under the new facility.  The Company has
secured an underwritten lending commitment for this new facility,
which is subject to customary conditions.

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


CKE RESTAURANTS: Moody's Takes Multiple Rating Actions
------------------------------------------------------
Moody's Investor's Service assigned its low-B and junk ratings on
CKE Restaurants, Inc.'s planned bank loan and convertible
subordinated notes respectively. The investor's service upgraded
all other ratings of the company. The new loan will be used to
retire the convertible subordinated notes maturing in March 2004.

                        Affected Ratings:

* B1 - $150 to 175 million bank loan

* Caa1 - $75 million twenty-year convertible subordinated notes

                        Upgraded Ratings:

* B3 - $200 million senior subordinated notes (due 2009), from
       Caa1

* Caa1 - $122 million convertible subordinated notes (due March
       2004), from Caa2

* B1 - Senior implied rating, from B2

* B2 - Long-term issuer rating, from B3.

The 2004 subordinated notes rating will be withdrawn after they
are repaid.

Moody's believes that expected strong performance and good
restaurant margins on CKE's units merit the upgrades.

Outlook is stable.

CKE Restaurants, Inc, operates or franchises 1000 Carl's Jr and
2154 Hardee's quick-service hamburger restaurants as well as 121
other restaurants with the Green Burrito and La Salsa trade names.
The company is headquartered in Carpinteria, California.


CORECARE: Renames Kirkbride Center as Blackwell Human Services
--------------------------------------------------------------
CoreCare Systems, Inc. (Pink Sheets: CRCS) announced that its
Kirkbride Center Campus at 49th & Market Streets, Philadelphia,
Pa., has been dedicated today as the Blackwell Human Services
Campus formerly known as CoreCare Realty Corporation. The Campus
is being dedicated in honor of Councilwoman Jannie Blackwell and
the late Representative Lucien Blackwell for their many
contributions to the disenfranchised citizens of Philadelphia.

The Kirkbride Center is a 21-acre Campus in the University City
section of West Philadelphia. The Campus consists of eight
buildings with a total of 450,000 square feet used for various
healthcare and human services. Tenants include the Kirkbride
Center, an acute inpatient psychiatric Hospital and Drug & Alcohol
Rehabilitation Program; Westmeade Center, an adolescent
residential treatment program, and Quantum Clinical Services Group
specializing in central nervous system clinical drug trials. These
Companies are all wholly owned subsidiaries of CoreCare Systems,
Inc. Other major tenants include: Baptist Children Services,
Travelers Aid, Mill Creek School, Children's Hospital of
Philadelphia, Philadelphia Academy, West Philadelphia Charter
School and Children Services. Currently Blackwell Human Services
Campus services over 180 patients, 300 school-age children and 250
homeless family members and provides over 500 jobs for the
community.

CoreCare Systems, Inc. Chairman Thomas T. Fleming commented, "We
are honored that the Blackwell family has so graciously accepted
our request to rename our Campus."

Kirkbride Center acquired the Campus in 1997 with only 15 patients
and has struggled to bring both the Hospital and the real estate
to an economically sound footing. Councilwoman Jannie Blackwell
and the late Representative Lucien Blackwell have always been
available to Kirkbride Center to help problem solve. Their
leadership has been instrumental in causing the development of a
CVS, as well as the current plans to develop the 4 acres along
Market Street. Councilwoman Blackwell has always supported the
institution in resolving various operations problems caused by its
past economic difficulties. Kirkbride and CoreCare Realty
Corporation filed for Chapter 11 protection on May 6, 2002.

Councilwoman Jannie Blackwell is a three-term councilperson and a
seasoned advocate for social change with a thirty-year reputation
for serving community members, the poor and underprivileged.
Elected among her peers as Majority Leader in 2000, she is also
Finance Chair and holds an extensive list of committee
memberships.

The late Representative Lucien Blackwell, dedicated and
persevering, worked his way up from laborer to serving in both the
United State House of Representatives and the Pennsylvania State
House of Representatives. He has been recognized for his valor and
awarded the National Defense Service Medal, the Korean Service
Medal with Two Bronze Service Stars, a Meritorious Unit
Commendation, the United Nations Service Medal and a Good Conduct
Medal.

Both Councilwoman Jannie Blackwell and the late Lucien Blackwell
believed in the visions we had for Kirkbride Center and have stood
by us on many occasions.

Mr. Fleming noted we are pleased that the mission of Kirkbride
Center and the Blackwell Human Service Campus is symbolic of the
care and leadership displayed by Councilwoman Blackwell and the
late Representative Lucien Blackwell in fighting for the poor, the
needy, and the disenfranchised of Philadelphia.

CoreCare Systems, Inc. is a regional provider of behavioral
services in Southeastern Pennsylvania. It provides services to
adolescents, dual diagnosis, and drug and alcohol rehabilitation
patients. The Company also conducts clinical drug trials as well
as developing its real estate holdings.


COVANTA ENERGY: Liquidation Plan's Claims & Interests Treatment
---------------------------------------------------------------
The Covanta Energy Debtors' Liquidation Plan does not classify and
excludes the Administrative Expense Claims and Priority Tax Claims
from the Classes.  As to each Liquidating Debtor, a Claim or
Equity Interest will be deemed classified in a particular Class or
Subclass only to the extent that the Claim or Equity Interest
qualifies within the description of that Class or Subclass.

                     Unclassified Claims

A. Administrative Expense Claims

   Each Liquidating Debtor will pay to each holder of an Allowed
   Administrative Expense Claim against the Liquidating 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 Initial Liquidation Distribution Date from the
   Operating Reserve provided that any liabilities not incurred
   in the ordinary course of business were approved by a Final
    Order of the Court

   To the extent that the Allowed Administrative Expense Claims
   represent liabilities incurred in the ordinary course of
   business by the Liquidating Debtor, as a debtor-in-possession,
   it will be paid by the Liquidating Trustee from the Operating
   Reserve in the ordinary course of business.  To the extent
   that the Administrative Expense Claim Bar Date applies,
   failure to file a timely request for payment of an
   Administrative Expense Claim prior to the Administrative
   Expense Claim Bar Date will forever bar and discharge the
   Administrative Expense Claim.

B. Compensation and Reimbursement Claims

   Except with respect to Substantial Contribution Claims, all
   (i) Retained Professionals and (ii) Persons employed by the
   Liquidating Debtors or serving as independent contractors to
   the Liquidating Debtors in connection with their liquidating
   efforts that are seeking an award by the Court of compensation
   for services rendered or reimbursement of expenses incurred
   through and including the Confirmation Date, other than the
   Liquidating Trustee and any Retained Liquidation
   Professionals, will file and serve on the counsel for the
   Liquidating Debtors and as otherwise required by the Court and
   the 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.  Any request for payment of an
   Administrative Expense Claim of the type specified in
   the Liquidation Plan, which is not filed by the applicable
   deadline, will be barred.

C. Priority Tax Claims

   Subject to the consent of the requisite New Facility Lenders
   and Additional New Lenders, an 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, the Liquidating Trustee 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.  In no event will the Liquidating Trustee extend the
   date of repayment beyond the Final Liquidation Determination
   Date.  If the Liquidating Trustee elects this option as to any
   Allowed Priority Tax Claim, then the Liquidating Trustee will
   make payment of simple interest on the unpaid portion of the
   Claim semi-annually 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 Liquidating Trustee.

   The Liquidating Trustee will reserve the right to pay any
   Allowed Priority Tax Claim, or any remaining balance of the
   Allowed Priority Tax Claim, in full, at any time on or after
   the Effective Date, without premium or penalty.

D. DIP Financing Facility Claims

   On the Effective Date, the Liquidating Debtors will perform
   their obligations under the DIP Lender Direction and, subject
   to the provisions of the Reorganization Plan, and in
   consideration of the Reorganizing Debtors' and the Heber
   Debtors' obligations under the Reorganization Plan, all
   amounts outstanding under the DIP Financing Facility and all
   commitments will automatically and irrevocably terminate.

                        Classified Claims

Under the Liquidation Plan, the treatment to be accorded, with
respect to each Liquidating Debtor, to each Class of Claims and
Equity Interests is summarized as:

Class 1: Allowed Priority Non-Tax Claims

   Each Allowed Class 1 Claim Holder will receive cash in an
   amount equal to the Allowed Class 1 Claim on the Initial
   Liquidation Distribution Date.

   Class 1 Claims are unimpaired, and Allowed Class 1 Claim
   Holders are not entitled to vote to accept or reject the
   Liquidation Plan.

Class 2: Intentionally Omitted

Class 3: Allowed Reorganized Covanta Secured Claims

   Subclass 3A: Allowed Liquidation Secured Claims -- Secured
                Bank Claims

   A. Each Allowed Liquidation Secured Claim Holder would be
      entitled, absent the Secured Creditor Direction, to receive
      on any Liquidation Distribution Date, the holder's Pro Rata
      Share of the sum of any Net Liquidation Proceeds and
      Liquidation Assets of the Liquidating Pledgor Debtors
      existing, but not yet distributed on the Liquidation
      Distribution Date, and on the Effective Date:

      (1) The holder of a Class 3A Allowed Liquidation Secured
          Claim will be deemed to have received, on account of
          its Subclass 3A Allowed Liquidation Secured Claim, the
          Distribution it receives as a holder of a Subclass 3A
          or Subclass 3B Claim under the Reorganization Plan, as
          applicable, in full satisfaction of its Subclass 3A
          Claim under the Liquidation Plan, and

      (2) The Liquidating Trustee and the Liquidating Debtors
          will implement the Secured Creditor Direction.

   B. Each holder of an Allowed Liquidation Secured Claim will
      be entitled to receive on any Liquidation Distribution
      Date, the holder's Pro Rata Share of any Net Liquidation
      Proceeds of any Liquidating Pledgor Debtor's Residual
      Liquidation Assets.

   Subclass 3A Claims are impaired and the Subclass 3A Claim
   Holders are entitled to vote to accept or reject the
   Liquidation Plan.

   Subclass 3B: Allowed Liquidation Secured Claims -- 9.25%
                Debenture Claims

   On the Effective Date, Ogden FMCA will cause to be transferred
   to CSFB, in its capacity as holder of the Allowed Secured CSFB
   Claim, the Bank Agreement Ogden FMCA Collateral, in full
   settlement, release and discharge of its Class 3B Claim.

   The Subclass 3B Claim is impaired and the Subclass 3B Claim
   Holder is entitled to vote to accept or reject the Liquidation
   Plan.

Class 4: Intentionally Omitted

Class 5: Intentionally Omitted

Class 6: Intentionally Omitted

Class 7: Allowed Unsecured Liquidation Claims and Allowed Insured
         Claims

   The Class 7 Claim Holders will not be entitled to receive any
   Distribution under the Liquidation Plan.  To the extent that
   insurance is available, the Allowed Class 7 Claims will be
   paid in the ordinary course of the Liquidating Debtors'
   business to the extent of the insurance, when the Claims
   become Allowed Claims and the insurance proceeds become
   available.  To the extent that insurance is not available or
   is insufficient, treatment of the Allowed Class 7 Claim will
   be as otherwise provided in the Liquidation Plan.

   Class 7 Claims are Impaired and Class 7 Allowed Claim Holders
   are conclusively presumed to reject the Liquidation Plan.  The
   votes of Class 7 Claim Holders will not be solicited.

Class 9: Intercompany Claims

   Subclass 9A: Liquidating Debtors Intercompany Claims

   Each Liquidating Debtors Intercompany Claim will be deemed
   cancelled or waived in exchange for the Reorganizing Debtors'
   contribution of the Operating Reserve Deficiency Amount, if
   any, to the Operating Reserve.

   Class 9 Claims are impaired and Allowed Class 9 Claim Holders
   are conclusively presumed to reject the Liquidation Plan.  The
   votes of the Allowed Class 9 Claim Holders will not be
   solicited.

Class 11: Equity Interests in Subsidiary Debtors

   On the Effective Date, all Equity Interests in the Liquidating
   Debtors will not be entitled to receive any Distributions
   under the Liquidation Plan.  The Equity Interests will be
   cancelled, annulled and extinguished.

   Class 11 Equity Interests are impaired and the Class 11
   Equity Interest Holders are conclusively presumed to reject
   the Liquidation Plan.  The votes of the Class 11 Equity
   Interest Holders will not be solicited. (Covanta Bankruptcy
   News, Issue No. 36; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


CREDIT SUISSE: Fitch Keeps Watch on B+/CCC Note Class Ratings
-------------------------------------------------------------
Fitch Ratings affirms and removes from Rating Watch Negative class
B from CS First Boston Mortgage Securities Corp. multifamily
mortgage pass-through certificates, series 1995-M1. Fitch also
affirms classes A and A-X at 'AAA'. In addition, the following
classes remain on Rating Watch Negative by Fitch:

     -- $7.8 million class C 'A';

     -- $2.8 million class D 'BBB-';

     -- $5.1 million class E 'B+';

     -- $1.5 million class F-1 'CCC';

     -- $1.2 million class F-2 'CCC'.

Fitch does not rate the $1.8 million class G-1 or class G-2 has
been reduced to zero due to realized losses. The Rating Watch
Negative status remains as a result of the interest shortfalls,
which as of the August 2003 remittance date affect classes C, D,
E, F-1, F-2 and G-1 (not rated by Fitch). Class B is removed from
Rating Watch Negative as the shortfalls have been repaid. The
rating affirmations are a result of overall stable pool
performance.

The transaction's structure is such that losses are absorbed by
classes depending on the originator of the disposed loan. Dynex
originated loans are absorbed first by class G-2, then G-1,
followed by F-2 and F-1. CBA originated loans however are first
absorbed by class G-1, then G-2, followed by F-1 and F-2.

GMACCM, as master servicer, collected year-end (YE) 2002 operating
statements for approximately 87% of the pool. The weighted average
debt service coverage ratio remains stable at 1.33 times.

The largest loan of concern is St. Andrews (6.9%), a multifamily
property located in Columbia, SC. This property, like all
properties in this transaction, is a low income tax credit loan.
The occupancy and net operating income decreased due to increased
evictions and missed rent payments. The second largest loan of
concern is OakRidge (6.1%) a multifamily property located in
Macon, Georgia. The borrower believes the low occupancy is due to
the lack of public transportation within close proximity as well
as their difficulty finding tenants who meet the tax credit
criteria.

This entire transaction is composed of Low Income Housing Tax
Credits. According to an internal analysis, all of the tax credits
that have not been paid will be paid in full within the next year.
Tax credits are earned over 15 years and paid out over 10 years.
Fitch is concerned that the borrowers will have difficulty funding
debt service without the tax credits. Fitch will continue to
closely monitor loans that have low debt service coverage ratios.

Hypothetical stress scenarios were applied to the trust, where
specially serviced and other loans that concerned Fitch as having
the potential to become problematic were assumed to default. Even
under these stress scenarios, the resulting subordination levels
remain sufficient to affirm classes A and A-X and remove class B
from Rating Watch Negative. In addition, Fitch also maintains the
Rating Watch Negative status on classes C, D, E, F-1 and F-2.
Fitch will continue to monitor the interest shortfalls and will
revisit the ratings as necessary.


DALEEN TECHNOLOGIES: Expands Strategic Partnership with Danet
-------------------------------------------------------------
Daleen Technologies, Inc. (OTCBB:DALN), a global provider of
licensed and outsourced billing and customer management, OSS and
revenue assurance solutions for traditional and next generation
service providers, announced an expansion of its long-standing
strategic partnership with Danet which will bring practical, ROI-
driven revenue assurance and cost management solutions to
convergent telecom service providers.

The two companies are extending their current billing and OSS
relationship to collaborate in the sales and delivery of
comprehensive revenue assurance and cost management solutions,
including Daleen's new Asuriti(TM) software, and Danet's financial
assurance solutions. Introduced in June of 2003, Asuriti is
designed to maximize a service provider's revenues through the
detection and elimination of leaks, gaps and errors in data,
systems and processes that can delay, compromise or prevent
accurate revenue recovery.

In recent months, revenue assurance and cost management
initiatives have taken a higher profile among telecom senior
managers as evidence that both the problem -- and of effective
solutions -- have mounted. On average, the amount of annual
revenue leakage among telecom providers is estimated to be between
3% and 11% of gross revenues, although some studies place losses
among wireless and IP-based carriers significantly higher. For a
mid-sized carrier with revenues in the $75 - 100 million range,
that equates to a loss of anywhere from $2.25 million up to $11
million a year, a number that is too large for today's earnings-
conscious executives to ignore.

The industry has rallied around this problem, producing a myriad
of solutions that range from consulting services and audits to
process re-engineering and automated tools. "While any one of
these can have a positive impact, we believe that technology-based
solutions are the best way to ensure long term results for an
evolving organization," explains Frank Dickinson, senior vice
president of marketing and product management for Daleen. "Our
partnership with Danet combines the benefits of the Asuriti
toolset with Danet's established financial assurance offering to
offer sustainable improvement to our customers' bottom lines."

Danet's financial assurance practice incorporates the traditional
practices of revenue assurance and cost management processes to
create permanent and comprehensive results that improve a
company's financial well-being. Its philosophy, like Daleen's, is
based on leaving each customer with the measures, statistics,
processes and tools that allow for ongoing monitoring and
improvement of that area. Danet's goal for customers is not to
achieve operational efficiency for its own sake, but rather
immediate, measurable and sustainable improvement to the company's
bottom line. Using a holistic approach that examines a company
from end-to-end, Danet has successfully delivered significant
monthly, recurring savings to numerous customers.

"Asuriti continues Daleen's strong legacy of harnessing advanced
technology to deliver highly-functional tools that improve the
speed, accuracy and processing of mission critical data," said
George Bordo, Danet's president and CEO. "This partnership taps
into both companies' core competencies, bringing together product,
solutions, and a deep understanding of telecom processing to solve
one of the most pressing problems the industry faces today."

Asuriti reaches across networks and into a provider's OSS, using
intricate business rules to validate, track, analyze, and enhance
data as it moves between systems so that providers can identify
and correct discrepancies as they occur, before they result in
lost revenue. Its highly-configurable architecture allows
providers to take proactive steps to address a wide variety of
scenarios where revenue leakage is likely. These include the
ability to calculate expected charges against actual charges to
detect over-billing conditions; validate charges, costs and
margins associated with services or partners to analyze
profitability; and capture records that were previously "dropped"
to increase revenue. Asuriti works in parallel to a provider's
existing systems with minimal disruption to or degradation of
operational processes. Customers may license the software or
outsource their revenue assurance processes to Daleen through its
BillingCentral(R) ASP.

Daleen Technologies, Inc. is a global provider of high performance
billing, OSS and revenue assurance software, with a comprehensive
outsourcing solution for traditional and next generation service
providers. Daleen's solutions utilize advanced technologies to
enable providers to reach peak operational efficiency while
driving maximum revenue from products and services. Core products
include its RevChain(R) billing and customer management software,
Asuriti(TM) event management and revenue assurance software, and
BillingCentral(R) ASP outsourcing services. More information is
available at http://www.daleen.com

Danet is a global provider of information technology services and
business solutions. Danet delivers business consulting, systems
integration, application development and operations services to
enable clients to accelerate growth, streamline operations and
create new levels of customer value. Principal Danet shareholders
include SAIC and Deutsche Telekom AG. Danet is uniquely positioned
to provide the abundant resources, knowledge base, and diverse
offerings of a large organization, as well as the responsiveness
and flexibility of a smaller organization.

                           *   *   *

             LIQUIDITY AND GOING CONCERN UNCERTAINTY

In its 2002 Annual Report filed on SEC Form 10-K, Daleen reported:

"Net cash used in operating activities was $9.2 million for the
year ended December 31, 2002, compared to $31.9 million for the
year ended December 31, 2001. The principal use of cash for both
periods was to fund our losses from operations.

"Net cash provided by financing activities was $3.6 million for
the year ended December 31, 2002, compared to $25.1 million for
the year ended December 31, 2001. In 2002, the cash provided was
primarily related to the net proceeds received from the 2002
Private Placement. In 2001, the cash provided was primarily
related to the net proceeds received from the 2001 Private
Placement.

"Net cash used in investing activities was $1.1 million for the
year ended December 31, 2002 compared to $1.9 million for the year
ended December 31, 2001. The cash used in 2002 was primarily
related to transaction costs associated with the 2002 Private
Placement. The cash used in 2001 was primarily related to a non-
recourse note receivable issued to our chairman and chief
executive officer for approximately $1.2 million and capital
expenditures of approximately $780,000.

"We continued to experience operating losses during the year ended
December 31, 2002 and had an accumulated deficit of $210.9 million
at December 31, 2002. Cash and cash equivalents at December 31,
2002 was $6.6 million. The cash used in operations during the year
ended December 31, 2002 was a significant improvement from
previous years. The 2001 Restructurings and 2002 Restructuring
resulted in a reduction in operating expense levels and cash usage
requirements in the year ended December 31, 2002.

"We intend to continue to manage our use of cash. We believe the
cash and cash equivalents at December 31, 2002, together with the
reduced cost structure resulting from the 2001 Restructurings and
2002 Restructuring, the acquisition of the revenue stream expected
from the BillingCentral service offering as well as our 2003
anticipated revenue, may be sufficient to fund our operations for
the foreseeable future. However, the telecommunications and
software industries are still faced with many challenges. In
addition, there is a high business concentration risk with certain
of our outsourcing services customers and if any of these
customers were to terminate their agreement with us it would
severely impact our business. We provide outsourcing services to
our largest customer pursuant to a contract expiring at the end of
December 2003. In addition, the customer has financial restraints.
If this customer were to cease doing business with us for any
reason, we may be required to further reduce our operations and/or
seek additional public or private equity financing or financing
from other sources or consider other strategic alternatives.
There can be no assurances that additional financing or strategic
alternatives will be available, or that, if available the
financing or strategic alternatives will be obtainable on terms
acceptable to us or that any additional financing would not be
substantially dilutive to our existing stockholders. If this
customer were to cease doing business with us for any reason, and
we failed to obtain additional financing or failed to engage in
one or more strategic alternatives it may have a material adverse
affect on our ability to meet our financial obligations and to
continue to operate as a going concern. Our audited consolidated
financial statements included elsewhere in this Form 10-K have
been have been prepared assuming that we will continue as a going
concern, and do not include any adjustments that might result from
the outcome of this uncertainty."


DII INDUSTRIES: Begins Solicitation of Asbestos Plan Acceptance
---------------------------------------------------------------
Halliburton's (NYSE: HAL) DII Industries, Kellogg Brown & Root and
other affected subsidiaries have begun the solicitation process in
connection with the planned asbestos and silica settlement.

The disclosure statement, which incorporates and describes the
plan of reorganization and trust distribution procedures, is being
printed and mailed to asbestos and silica claimants for the
purpose of soliciting votes to approve the plan of reorganization.

The company expects that the mailing process will be complete in
less than two weeks. The disclosure statement is now posted on the
Halliburton Web site at http://www.halliburton.com Trade and
financial creditors of DII Industries, Kellogg Brown & Root, and
the other filing companies are not impaired under the proposed
plan and are not being solicited.

Remaining conditions to a Chapter 11 filing by the affected
Halliburton subsidiaries include completion of definitive
financing arrangements, approval of the plan of reorganization by
required creditors, including at least 75% of known present
asbestos claimants, and Halliburton board approval. As previously
announced, as a result of an increase in the estimated number of
current asbestos claims, the cash required to fund the settlement
may modestly exceed $2.775 billion. If this occurs, the company
would need to reach an agreement with the claimant representatives
to adjust the settlement matrices to reduce the overall amounts or
increase the amounts the company would be willing to pay to
resolve its asbestos and silica liabilities, resulting in an
additional condition to a Chapter 11 filing.

If all remaining conditions are timely satisfied, the company
anticipates that DII Industries, Kellogg Brown & Root and the
other affected subsidiaries would be in a position in November to
make the Chapter 11 filing.

Halliburton has completed and signed commitment letters for
financing facilities relating to the proposed settlement and
Chapter 11 filing. Halliburton launched the syndication of the
financing facilities in August, led by co-lead arrangers Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., and expects
definitive financing arrangements to be in place prior to the
Chapter 11 filing.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com


DOMAN INDUSTRIES: Canadian Court Extends CCAA Stay Until Oct. 10
----------------------------------------------------------------
Doman Industries Limited announced that the Supreme Court of
British Columbia issued an order, in connection with proceedings
under the Companies Creditors Arrangement Act, extending the stay
of proceedings to October 10, 2003. A copy of the order may be
obtained by accessing the Company's Web site at
http://www.domans.com

The Company's application to extend the stay of proceedings to
November 24, 2003 to provide it with additional time to consider
other potential financing alternatives was adjourned to be heard
on October 10, 2003 to permit the Court to hear full argument on
an application by the Tricap Restructuring Fund which was
adjourned to the same date.

The Tricap application requests that the Court convene a meeting
of affected creditors to vote on a plan of compromise or
arrangement submitted with its application.

The differences between the Tricap Plan (which is similar, but not
identical to the proposal Tricap submitted to the Company on
July 11, 2003, which subsequently lapsed) and the draft plan of
compromise or arrangement that was submitted to the Court by the
Company on February 27, 2003, include the following:

    -   instead of full payment to all trade creditors, trade
        creditors will be treated similarly to the unsecured
        noteholders in the unsecured creditor class;

    -   current shareholders will not be entitled to any equity,
        post-restructuring under the Tricap Plan;

    -   the Tricap Plan incorporates a fully underwritten
        refinancing commitment of US$160 million to enable
        repayment of the existing senior secured note obligations;

    -   the new 12% junior notes under the Tricap Plan will be
        unsecured, and will include interest deferral privileges
        and the ability to repay the notes on maturity or
        redemption in equity rather than cash;

    -   the conversion ratio applicable to the new 8% secured
        convertible debentures to be issued by way of a rights
        offering to all affected creditors will be increased from
        1,364.3 common shares for each US $1,000 principal amount
        of debentures to 1,964.91 common shares for each US $1,000
        principal amount of debentures in the Tricap Plan; and

    -   provision for the possible shutdown of the Port Alice mill
        and the separation of the liabilities relating to that
        operation from the liabilities dealt with under the Tricap
        Plan.

The Company understands that the two other members of the original
noteholders group do not support the Tricap Plan.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


ENRON CORP: Baupost & Racepoint Wants Plan Examiner Appointed
-------------------------------------------------------------
The Baupost Group, LLC and Racepoint Partners, LP, as holders of
over $1,600,000,000 senior unsecured claims against Enron
Corporation, ask the Court, pursuant to Sections 105 and 1106 of
the Bankruptcy Code, to direct the appointment of an examiner to
investigate and report on the fairness, from the standpoint of
the Enron estate and creditors, of the proposed settlement of
inter-estate disputes between the estate and creditors of Enron
Corp. and the estate and creditors of Enron North American
Corporation that is contained in the Debtors' Plan of
Reorganization.

Almost from their inception, it has been clear that these Chapter
11 cases would evolve the resolution of substantial inter-estate
issues and disputes, particularly between the estates and
creditors of Enron and ENA, and that the ultimate result in these
Chapter 11 cases would turn on the resolution of those issues.

Isaac M. Pachulski, Esq., at Stutman, Treister & Glatt, in Los
Angeles, California, notes that the centerpiece of the Debtors'
Plan is the proposed Inter-Estate Compromise.  As but one
example, the Inter-Estate Compromise resolves, among others,
"certain asset ownership disputes between Enron and ENA."  As
part of the settlement, "beneficial interests in certain assets
that were purportedly transferred to Enron as a result of certain
transactions are returned to ENA."  However, Mr. Pachulski points
out, the negotiating process that led to the proposed Inter-
Estate Compromise evolved into a process that was stacked against
Enron's estate and creditors.

The proposed Inter-Estate Compromise was negotiated by three
participants -- the Debtors, the Official Committee of Unsecured
Creditors and the ENA Examiner.  The Debtors have fiduciary
duties to the estates and creditors of both Enron and ENA.  The
Creditors' Committee has fiduciary duties to the creditors of
both Enron and ENA.  The ENA Examiner has duties "solely to ENA."
In contrast, these critical negotiations did not include any
party who acted "solely" for Enron.  Instead, while the interests
of Enron's estate and creditors were represented in the
negotiations only by participants with fiduciary duties to the
estates and creditors of both Enron and ENA, the interests of
ENA's creditors were represented by a party whose duties ran
solely to ENA.  "This was like having a dispute between two
parties settled by a mediation in which the only participants are
the mediator and a representative of one of the two adverse
parties," Mr. Pachulski remarks.  In light of the actual conflict
between the two jointly represented estates over an issue like
asset ownership, the interests of both estates should have been
represented by a party who does not owe allegiance to both
estates.

Upon learning of these unbalanced negotiations, by a letter dated
May 12, 2003, Baupost and Racepoint advised the Debtors and the
Creditors' Committee of their concern about the absence of a
"solely Enron" advocate for the interests of the Enron estate and
creditors to counterbalance the demands of the "solely ENA" ENA
Examiner, and sought unsuccessfully to be included "at the table"
in these negotiations in order to create a level playing field.
Although the Debtors' counsel then described the Debtors'
position as one of "trying to balance all sides", the Debtors'
idea of "balance was to negotiate one-way modifications with the
ENA Examiner and the ENA Sub-Group of the settlement on which the
Debtors and the Creditors' Committee previously agreed, without
any comparable negotiation with Baupost and Racepoint or any
other "Enron only" representative.  Thus, although Baupost and
Racepoint sporadically received some limited information about
those one-way negotiations, they were not included in these
negotiations.  The result was an unbalanced and unfair
negotiation.

Based on the limited information contained in the Proposed
Disclosure Statement, the proposed Inter-Estate Settlement that
resulted from the negotiation may be summarized as:

   (a) With certain exceptions, distributions to creditors will
       generally be calculated as if there was a 30% likelihood
       of substantive consolidation;

   (b) The guarantee claims of creditors of ENA and other
       Debtors against Enron that would be eliminated in the
       event of substantive consolidation will be accorded a
       preferential exception from the 30% likelihood of
       substantive consolidation benchmark.  By way of
       background, because claims against one debtor based on
       guarantees of the debt of another debtor are eliminated
       under substantive consolidation, a benchmark which
       allocated value based on a 30% likelihood of substantive
       consolidation and a 70% likelihood of no substantive
       consolidation, would provide for a distribution on
       account of only 70% of the Enron Guaranty Claims.
       Instead, the proposed settlement will accord the holders
       of Enron Guaranty Claims distribution on 70% of their
       claims as if there were no substantive consolidation,
       plus a distribution equal to 15% of what they would
       receive if substantive consolidation occurred but their
       guarantee claims were nevertheless allowed in full.
       Thus, distributions on Enron Guaranty Claims will be
       effectively calculated as if there were only a 15%
       likelihood of substantive consolidation, all in addition
       to the distribution on their claims against ENA;

   (c) Three substantial assets Enron owned will be "deemed" to
       be assets of ENA in whole or in part.  These assets
       include 100% of the net economic equity value of Enron
       Canada Corp.' 15% of the net economic value of Compagnie
       Papiera Stadocoma and 100% of the net economic value of
       Bridgeline.  The proposed Disclosure Statement does not
       disclose the basis for "deeming" these valuable Enron
       Assets to be assets of ENA's estate, and no one has
       articulated to Baupost and Racepoint the basis for so
       doing;

   (d) Distributions on intercompany claims will be based on the
       70% allowance of the intercompany claims;

   (e) All intercompany preference and other avoidance claims
       will be eliminated; and

   (f) Any defense to intercompany claims based on Section
       502(d) of the Bankruptcy Code will be eliminated.  Thus,
       Enron will be stripped of any defense under Section
       502(d) to the multi-billion dollar intercompany claim
       that ENA asserts against Enron.

According to Mr. Pachulski, at this point, Baupost, Racepoint and
other Enron creditors who may share their criticism of the
negotiating process and the proposed settlement have two
alternatives:

   (1) to litigate objections to the Inter-Estate Compromise
       that will entail significant discovery from the Debtors,
       the Creditors' Committee, the ENA Examiner and others to
       bring all relevant facts to light and to go beyond the
       glib, self-serving generalities in the proposed
       Disclosure Statement; and

   (2) the Court's appointment of an Enron Plan Examiner to
       investigate and report to the Court on whether this
       compromise is fair to the Enron estate and creditors in
       light of potential litigation outcomes, the value of what
       they are receiving and the value of what they are giving
       up.

If the Enron Plan Examiner concludes that the Inter-Estate
Compromise is fair, then litigation over the compromise should be
forestalled.  If the Enron Plan Examiner concludes to the
contrary, then he or she can serve a function for the Enron
estates and creditors similar to that which the ENA Examiner
served for the ENA estate and creditors -- act as a plan
facilitator and negotiate appropriate modifications to the Plan
that may forestall litigation over what Baupost and Racepoint
believe to be a fundamentally flawed settlement.

Thus, Mr. Pachulski contends that the appointment of an Enron
Plan Examiner is warranted since:

   (a) the issue of whether the settlement of inter-estate and
       inter-creditor disputes is fair to Enron creditors is
       "relevant to the case or the formulation of a plan;"

   (b) the proposed investigation and report will materially
       assist the Court of the settlement from the standpoint
       of its fairness to Enron's estate and creditors;

   (c) it will clarify a number of significant issues raised in
       the Inter-Estate Compromise but was not addressed in any
       meaningful way in the Disclosure Statement, including:

       -- Why is the 30% likelihood of substantive consolidation
          reasonable, especially in light of the other
          concession made on Enron's behalf?

       -- Why does the proposed settlement treat holders of
          Enron Guaranty Claims better than other creditors with
          respect to the issue of substantive consolidation, by
          effectively using a lower likelihood of substantive
          consolidation as their distribution benchmark, when it
          is axiomatic that the existence of inter-corporate
          guarantees is a factor that weighs in favor of
          substantive consolidation?

       -- What is the legal and factual basis for giving these
          Enron assets to ENA's estate and creditors?

       -- What is the value of the assets that Enron is giving
          to ENA?

       -- What did Enron receive in return for transferring what
          may be hundreds of millions of dollars worth of assets
          to ENA?

       -- Are there any legal or factual arguments to support
          the contention that assets that are reflected on ENA's
          books and records as ENA assets should be "deemed" to
          be Enron's assets and, if so, what is the value of
          those assets?

       -- What is the magnitude of the potential avoidance
          claims of Enron against ENA and other Debtors?

       -- Does Enron have potential avoidance claims against ENA
          with respect to the billions of dollars that appear to
          have been transferred from Enron to ENA between mid-
          October 2001 and the Petition Date?

       -- What defenses, if any, would exist as to any
          intercompany avoidance claims? and

       -- What is the likelihood that a Section 502(d) defense
          would otherwise be available to Enron?

   (d) the requested investigation and report will not delay the
       Plan proceedings; instead, it will facilitate and
       streamline it; and

   (e) in light of the huge sums that have been expended in these
       cases to address issues that are not nearly as fundamental
       to a fair and balanced outcome of these cases as the
       fairness of the settlement, the cost of the requested
       investigation should not exceed the cost of the ENA
       Examiner's services as an estate-funded advocate for the
       ENA creditors. (Enron Bankruptcy News, Issue No. 79;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEXTRONICS INT'L: Will Host Analyst and Investor Day Tomorrow
--------------------------------------------------------------
Flextronics (Nasdaq: FLEX), a global provider of operational
services focused on delivering design, engineering, manufacturing
and logistic solutions to technology companies, will host an
Analyst and Investor Day on September 25, 2003, in New York City.

Management presentations will begin at 12:00 Noon EDT. A live Web
cast of the presentations will be available at
http://www.flextronics.com A replay of the Web cast will remain
available on the Company's Web site for 90 days after the
presentation day.

Minimum requirements to listen to the broadcast are Microsoft
Windows Media Player software -- free download at
http://www.microsoft.com/windows/windowsmedia/download/default.asp
-- and at least a 28.8 Kbps bandwidth connection to the Internet.

Headquartered in Singapore, Flextronics (S&P, BB+ Corporate
Credit Rating, Stable) is the leading Electronics Manufacturing
Services provider focused on delivering supply chain services to
technology companies. Flextronics provides design, engineering,
manufacturing, and logistics operations in 29 countries and five
continents. This global presence allows for supply chain
excellence through a network of facilities situated in key markets
and geographies that provide customers with the resources,
technology, and capacity to optimize their operations.
Flextronics' ability to provide end-to-end services that include
innovative product design, test solutions, manufacturing, IT
expertise, network services, and logistics has established the
Company as the leading EMS provider with revenues of $13.4 billion
in its fiscal year ended March 31, 2003. For more information,
please visit http://www.flextronics.com


FRUIT OF THE LOOM: Settles Dispute with Commonwealth of Kentucky
----------------------------------------------------------------
On May 15, 2003, the Commonwealth of Kentucky filed Claim No. 9050
against Fruit of the Loom, Ltd.'s estate for $1,694,410.  The
Claim constitutes a $1,034,713 prepetition unsecured priority
claim and a $659,697 postpetition administrative expense claim.
In addition, on May 28, 2003, Kentucky filed Claim No. 9052 for
a $632,272 postpetition administrative expense claim, which
amended and superceded Claim No. 9050.

At the FOL Liquidating Trust's request, the Court disallowed and
expunged Claim No. 9050 and reduced certain claims objected to by
the FOL Liquidation Trust.  Pursuant to the Order, the prepetition
portion of Claim No. 9050 was disallowed and expunged and the
postpetition administrative expense portions of Claim Nos. 9050
and 9052 were reduced to $236,592.

In a Court-approved Stipulation, the FOL Liquidation Trust and the
Unsecured Creditors' Trust, on the one hand, and the Commonwealth
of Kentucky, on the other, agree that:

   (1) Kentucky will have an allowed administrative expense
       claim for $236,592, which will be paid immediately; and

   (2) Donlin, Recano & Company, Inc., as the Court-appointed
       Claims agent for the Debtors, is directed to amend the
       Debtors' Claims register and schedules to reflect the
       terms of this Stipulation. (Fruit of the Loom Bankruptcy
       News, Issue No. 67; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


G+G RETAIL INC: S&P Downgrades Corporate Credit Rating to B
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on G+G
Retail Inc. The corporate credit rating is now 'B' and the outlook
is negative. New York, New York-based G+G, a national mall-based
retailer of female junior and preteen apparel, had $105 million of
funded debt on the balance sheet as of Aug. 2, 2003.

"The rating action reflects G+G's weak operating performance
through the first half of 2003, deteriorating cash flow protection
measures, and Standard & Poor's expectations that the company will
be challenged to improve results due to the difficult retail
environment and intense competition in the teen apparel segment,"
said credit analyst Ana Lai. G+G reported a sharp decline in same-
store sales, with this measure falling 13.8% during the first half
of 2003. Lower average selling price, increased markdowns to clear
inventory, and a poorly received merchandising mix that emphasized
basics contributed to the company's weak operating performance.

The rating on G+G reflects the company's participation in the
highly competitive retail market for girl's teenage apparel,
substantial fashion risk, the company's relatively small size
compared with other industry participants, and weakening operating
performance.

Liquidity remains adequate. G+G had about $26 million under its
$30 million revolving credit facility, which matures in May 2006.
In addition, the company does not have any significant debt
maturities until 2006 when its $107 million senior notes mature.


GENTEK INC: Seeks Stay Relief to Allow Class 11 Treatment
---------------------------------------------------------
GenTek Inc., and its debtor-affiliates ask the Court to modify the
automatic stay for the sole purpose of allowing them and the law
firm of Golomb & Honik to take certain preliminary consensual
actions in the Court of Common Pleas for the Commonwealth of
Pennsylvania.

According to Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, at Wilmington, Delaware, this would permit timely
implementation of the settlement proposed in the Plan for holders
of Pennsylvania Tort Claims, assuming that the conditions to the
settlement proposal are satisfied.  Mr. Chehi explains that the
automatic stay would remain in effect with respect to all other
aspects of the lawsuits pending before the Pennsylvania Court.

The plaintiffs in the lawsuits pending before the Pennsylvania
Court are holders of Pennsylvania Tort Claims, which are treated
in Class 11 of the Plan.  The Plan offers alternative treatment
to the holders of these Claims depending on whether Class 11
Acceptance occurs.  Class 11 Acceptance will be deemed to occur
upon:

   (a) the Debtors' receipt of a sufficient number of votes in
       Class 11 to constitute an acceptance of the Plan by such
       Class under Section 1126(c) of the Bankruptcy Code; and

   (b) Pennsylvania Class Settlement Approval.

The Pennsylvania Class Settlement Approval is deemed to occur
upon:

   (a) execution of a class action settlement agreement by Golomb
       & Honik that settles, bars, releases and discharges all
       claims, liabilities and causes of action that have been or
       may be asserted by any former or current employee of Sun
       Oil Company arising out of the Pennsylvania Tort Claims
       and will include a dismissal with prejudice of all pending
       related lawsuits in the Pennsylvania Court as well as all
       appeals pending in the Superior Court for the Commonwealth
       of Pennsylvania; and

   (b) occurrence of these events:

       -- preliminary approval of the class action settlement
          agreement by the Pennsylvania Court;

       -- service of notice on the class action settlement
          agreement to all purported class members;

       -- expiration of the opt-out objection period that will be
          set by the Pennsylvania Court;

       -- final approval of the class action settlement agreement
          by the Pennsylvania Court;

       -- expiration of all related appeals or appeal periods;
          and

       -- execution by the Debtors' insurer of a binding
          agreement to make the $1,300,000 cash payment as
          contemplated by the Plan.

Mr. Chehi states that although the process of soliciting votes on
the Plan has just commenced, there is good cause to expect that
Class 11 will vote to accept the Plan and, therefore, good reason
to take preliminary consensual steps in the Pennsylvania Court
for the purpose of ensuring that the Pennsylvania Class Approval
Settlement will be timely obtained. (GenTek Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY: Court Fixes Oct. 15 as Interim Admin. Claims Bar Date
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Beatty directs all persons and
entities, asserting Administrative Claims against the Genuity
Debtors which arose on or after the Petition Date and through and
including July 31, 2003, to file a proof of claim in writing so
that it is received on or before October 15, 2003, at 5:00 p.m.

Judge Beatty rules that the Proofs of Administrative Claim:

   (a) must be filed with the Debtors' Claims Agent either by
       mailing or delivering by hand or overnight courier to
       the Bankruptcy Court;

   (b) will be deemed filed only when received by the Clerk of
       the Bankruptcy Court on or before the Interim
       Administrative Claims Bar Date;

   (c) must be signed, be in the English language, be denominated
       in United States currency, and include supporting
       documentation; and

   (d) must specify by the Debtor's name and case number against
       which the claim is filed.  If the holder asserts a claim
       against more than one Debtor, a separate proof of claim
       form must be filed with respect to each Debtor.

Judge Beatty clarifies that a proof of Administrative Claim need
not be filed on or before the Interim Administrative Claims Bar
Date with respect to any Administrative Claim:

   (a) accruing after July 31, 2003;

   (b) for compensation and reimbursement of expenses of
       Professionals pursuant to Sections 327, 328, 329, 330,
       331, 503(b)(1) or 1103 of the Bankruptcy Code, or asserted
       pursuant to Sections 503(b)(3), (4) or (5) of the
       Bankruptcy Code;

   (c) allowed by a Court Order;

   (d) paid in full by any of the Debtors;

   (e) of one Debtor against another Debtor; and

   (f) of a non-debtor subsidiary of any Debtor having a claim
       against any of the Debtors, except Integra S.A. and its
       subsidiaries.

Any person or entity that files an Administrative Claim in
accordance with these provisions will assert the maximum amount
of the Administrative Claim, and will be forever barred from
asserting an Administrative Claim for the period through and
including July 31, 2003 in any greater amount.

Any person or entity that has timely asserted a Cure Claim must
also file a proof of Administrative Claim in accordance with
these provisions, and that the person or entity will assert the
maximum amount of the Cure Claim, and will be forever barred from
asserting a Cure Claim for the period through and including
July 31, 2003 in any greater amount.

The Debtors will publish the Interim Administrative Claims Bar
Date Notice in the national edition of The Wall Street Journal,
The Boston Globe, The Dallas Morning News, and electronically on
the website of Donlin, Recano & Co. at least 25 days prior to the
Interim Administrative Claims Bar Date. (Genuity Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GEORGIA-PACIFIC: Exploring Options for Building Products Biz
------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) is exploring strategic
alternatives for its building products distribution business,
including its possible sale.

Georgia-Pacific's building products distribution business, which
is distinct from the company's building products manufacturing
segment, is the leading distributor of building products in the
United States.  The distribution division's 2002 net sales were
$3.77 billion.

"Consistent with our strategic direction for the past several
years to create shareholder value by sharpening focus on Georgia-
Pacific's more stable, consumer-oriented businesses and our goals
of reducing debt and strengthening our balance sheet, it is
natural that we fully review the strategic alternatives for the
building products distribution business," said A.D. "Pete"
Correll, Georgia-Pacific chairman and chief executive officer.
"The interests of our customers, employees and suppliers also will
be a major consideration for Georgia-Pacific as we move forward
with this process."

"Distribution is an attractive business with a No. 1 market share
and significant positive momentum.  This business has strengthened
considerably through enhanced organizational effectiveness,
improved internal processes and superior inventory management,"
said David J. Paterson, executive vice president and president -
building products. "The distribution division purchases less than
30 percent of its supply from company-owned manufacturing
facilities, with the balance sourced from an array of third-party
vendors. Its separation may be an opportunity for the business to
grow and excel, while Georgia-Pacific can continue to focus on
operating its established building products manufacturing
businesses and maintaining its leading supplier role with the
distribution business."

Georgia-Pacific's building products distribution business employs
3,390 and operates 63 U.S.-based warehouses, plus one location in
Canada, from which it distributes more than 10,000 products across
14 categories, including structural panels, hardwood plywood,
roofing, insulation, metal products, lumber, paneling, vinyl
siding and particleboard. These products are shipped on more than
900 company-owned flatbed trucks, one of the nation's largest
such fleets.

All Georgia-Pacific building products operations, including the
relationship between the distribution division and manufacturing
units, will continue as usual, maintaining their vendor
associations and serving their customers effectively and without
disruption during this period.

Georgia-Pacific has retained Goldman Sachs as financial advisor to
assist in exploring strategic alternatives for the building
products distribution business.

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


GMAC 2000-C1: Fitch Puts Class M & N's Ratings on Watch Negative
----------------------------------------------------------------
Fitch Ratings places GMAC Commercial Mortgage Securities Inc.'s
mortgage pass-through certificates, series 2000-C1, $6.6 million
class M 'B-' and $6.6 million class N 'CCC' on Rating Watch
Negative due to the potential losses associated with the loans of
concern.

Fitch is in the process of gathering information on the loans of
concern, including the specially serviced loans, and will revisit
the ratings of this deal over the next few weeks.


GOLDRAY INC: Seeks Creditor Protection Under BIA in Canada
----------------------------------------------------------
Goldray Inc., (trading symbol TSX Venture "GLS") has filed a
Notice of Intention to Make a Proposal pursuant to section 50.4(1)
of the Bankruptcy and Insolvency Act (Canada) seeking creditor
protection in an effort to reorganize the financial affairs of the
Corporation.

Richter, Allan and Taylor, a licensed trustee, has been appointed
by the Corporation as trustee under the Proposal.

After an exhaustive process over the last year of reviewing
various strategic alternatives available to the Corporation,
including possible debt and equity financings, mergers and asset
sale possibilities, the Corporation has elected to seek creditor
protection under the Bankruptcy and Insolvency Act (Canada) in
order to allow the Corporation to reorganize the financial affairs
of the Corporation. This action will allow Goldray reasonable time
to deal with the creditors of the Corporation on an equitable
basis and to consider written expressions of interest to purchase
the assets of the Corporation as a going concern. It is
anticipated that the Trustee will be contacting all creditors of
the Corporation in the near future regarding the Proposal. In
addition, over the next 30 days, the Trustee, in conjunction with
an Independent Committee of the Board of Directors of the
Corporation, will attempt to finalize a sale of the assets of the
Corporation as a going concern and to submit a proposal to the
creditors of the Corporation in conjunction therewith.


GOODYEAR TIRE: USWA Pact Meets Flexibility and Cost-Saving Goals
----------------------------------------------------------------
The Goodyear Tire & Rubber (NYSE: GT) Company announced that its
new labor contract with the United Steelworkers of America meets
the operational flexibility and cost-savings goals established
prior to the negotiations.

"Our goal for these negotiations was to achieve what some thought
was impossible: a fair agreement that contributed approximately $1
billion in cost savings and cost avoidance over its three-year
term without a work stoppage," said Robert J. Keegan, Goodyear
chairman and chief executive officer.

"Because of the many complex and delicate issues involved, this
process took a considerable amount of time.  But our patience and
determination has been rewarded with a contract that is critical
to drive our turnaround in North America."

The three-year pact covering workers at 14 tire and engineered
products factories in the United States gives Goodyear the ability
to eliminate high-cost manufacturing capacity, contain healthcare
costs, source product globally and improve productivity.  It also
provides a framework for ongoing cooperation between the company
and the USWA.

Keegan said the agreement breaks new ground in several important
areas including:

     - containment and sharing of healthcare and prescription drug
       costs;

     - no increase in the company's retiree benefit liability
       caps;

     - a two year moratorium on pension service credit;

     - no general wage increases;

     - clearly defined cost reduction and productivity improvement
       requirements at every plant; and

     - cooperation and consultation between Goodyear and the USWA
       on a broad range of issues, including debt reduction.

The ability to reduce high-cost manufacturing capacity in North
America and leverage Goodyear's global sourcing capabilities was a
significant accomplishment, according to Keegan.

Acknowledging that the refinancing of the company's bank debt in
April was an important first step in the turnaround effort,
Goodyear committed to further improve its balance sheet by raising
at least $250 million of new debt financing and $75 million of new
equity-related financing during 2003. It also agreed that by the
fourth quarter of 2004, it would launch a refinancing of its U.S.
term loan and revolving credit facilities due in April 2005 with
loans or securities having a term of at least three years.

Goodyear agreed that the union can strike if it does not meet
these commitments, and that it would pay each covered union
employee and retiree certain payments if it does not refinance two
of its U.S. credit facilities.  If Goodyear does not remain in
compliance with the principal financial covenants in its U.S.
revolving credit facility it has agreed to seek private equity
investment.

"Timely refinancing of our bank debt has always been a key element
of our business plan," said Keegan.

As part of the new company-union partnership, Goodyear gave the
USWA the right to nominate an individual for a seat on its Board
of Directors, agreed to remain neutral should the union attempt to
organize a non-union facility and said it will require that a
buyer of any of its plants negotiate a labor agreement as a
precondition of the sale.

Regarding Goodyear's ability to reduce high-cost manufacturing
capacity, 12 of its 14 USWA-represented plants are "protected" for
the term of the contract, meaning the company will not close them.
The Goodyear-Dunlop tire plant in Huntsville, Ala., is not
protected, giving the company the option to close it.

The company's Kelly-Springfield tire plant in Tyler, Texas, was
granted "partial protected" status, with Goodyear agreeing to keep
it open and to work with the USWA on a plan to improve its
financial performance.  As part of this process, Goodyear can
reduce employment at Tyler to 60 percent of its August 2003 level.

Additionally, Goodyear has the option to reduce the hourly
workforce by 15 percent of August 2003 levels at the 12
"protected" plants.  An arbitration process has been established
to ensure the need for workforce reductions and to verify their
effectiveness.

"While there is not a fixed amount of capital expenditures
earmarked for these factories in the contract, we intend to
maintain their competitiveness and give them first consideration
to manufacture products sold in North America," said Jonathan D.
Rich, president of Goodyear's North American Tire business.

"Using our global manufacturing capability to improve
profitability in North America was another important goal," he
said.  "This agreement gives us the ability to import tires we
need to be competitive in markets currently served by Tyler and
allows us to import as many tires as needed if we do not have the
capacity in the U.S.  There is no requirement to add capacity in
the U.S. to offset these imports."

The union agreed to clearly defined cost-reduction commitments for
each factory, Rich said.  These may be achieved through further
employment reductions, work redesign, work rule changes,
incentives or other methods. North American Tire is already
reducing salaried staffing in the factories and offices to add to
this effort.

"This is the sort of cooperative effort that has turned around our
Gadsden, Ala., tire plant and will dramatically improve the long-
term efficiency, cost and work flow in our other operations," Rich
said.

The 14 plants and their workers covered by the agreement are:
Akron, St. Marys and Marysville in Ohio; Lincoln, Neb.; Sun
Prairie, Wis.; Topeka, Kan.; Danville, Va.; Union City, Tenn.;
Gadsden, Ala.; Freeport, Ill.; Tyler, Texas; Fayetteville, N.C.;
Huntsville, Ala., and Tonawanda, N.Y.

Goodyear (Fitch, B Senior Unsecured and B+ Senior Secured Bank
Facilities Ratings, Negative) is the world's largest tire company.
Headquartered in Akron, Ohio, the company manufactures tires,
engineered rubber products and chemicals in more than 85
facilities in 28 countries.  It has marketing operations in almost
every country around the world.  Goodyear employs about 92,000
people worldwide.


GRANITE BROADCASTING: June 30 Net Capital Deficit Tops $216 Mil.
----------------------------------------------------------------
Granite Broadcasting Corporation (Nasdaq: GBTVK) owns and operates
eight network-affiliated television stations in geographically
diverse markets reaching over 6% of the nation's television
households.  Three stations are affiliated with the NBC Television
Network, two with the ABC Television Network, one with the CBS
Television Network, and two with the Warner Brothers Television
Network.  The NBC affiliates are KSEE-TV, Fresno-Visalia,
California, WEEK-TV, Peoria-Bloomington, Illinois, and KBJR-TV,
Duluth, Minnesota and Superior, Wisconsin.  The ABC affiliates are
WKBW-TV, Buffalo, New York, and WPTA-TV, Fort Wayne, Indiana.  The
CBS affiliate is WTVH-TV, Syracuse, New York.  The WB affiliates
are KBWB-TV, San Francisco-Oakland-San Jose, California, and WDWB-
TV, Detroit, Michigan.

                       Results of Operations
            Three months ended June 30, 2003 and 2002

The Company reported that its net revenue totaled $28,467,000 for
the three months ended June 30, 2003; a decrease of $4,086,000 or
13% as compared to $32,553,000 for the three months ended June 30,
2002.  Included in the three months ended June 30, 2002 is
$5,463,000 of net revenue related to KNTV, which was sold on April
30, 2002.  Net revenue at the remaining stations increased
$1,377,000 or 5% due primarily to increases in local and national
revenue, offset by a $243,000 reduction in political revenue in a
non-election year.

Station operating expenses totaled $23,029,000 for the three
months ended June 30, 2003; a decrease of $1,826,000 or 7% as
compared to $24,855,000 for the three months ended June 30, 2002.
Included in the three months ended June 30, 2002 is $3,080,000 of
operating expenses related to KNTV.  The remaining stations'
operating expenses increased $1,254,000 or 6% primarily due to
increases in sales and news expense.

Amortization expense totaled $2,370,000 for the three months ended
June 30, 2003; a decrease of $2,390,000 or 50% compared to
$4,760,000 for the three months ended June 30, 2002.  Included in
the three months ended June 30, 2002 is $2,258,000 of amortization
expense related to KNTV.  Corporate expense increased $353,000 or
15% during the three months ended June 30, 2003 compared to the
same period a year earlier primarily due to increased compensation
and officers' and directors' liability insurance.  Non-cash
compensation expense decreased $161,000 or 49% due to a reduction
in stock awards granted to certain executives.

Interest income decreased $19,000 or 10% during the three months
ended June 30, 2003 compared to the same period a year earlier
primarily due to lower interest rates.  Non-cash interest expense
totaled $1,204,000 for the three months ended June 30, 2003; a
decrease of $1,885,000 or 61% compared to $3,089,000 the same
period a year earlier.  Included in non-cash interest expense for
the three months ended June 30, 2002 is $1,884,000 related to the
imputation of interest on KNTV's NBC affiliation agreement.

The Company recorded a gain on the sale of KNTV of $192,406,000
during the three-month period ended June 30, 2002.

The Company recorded a loss on the early extinguishment of debt of
$15,097,000 during the three months ended June 30, 2002 due to the
write-off unamortized deferred financing fees associated with the
extinguished debt.

During the three months ended June 30, 2003, the Company recorded
a benefit for income taxes of $3,288,000 compared to a provision
for income taxes of $75,333,000 during the three months ended June
30, 2002.  The provision for taxes in 2002 resulted from the gain
on the sale of KNTV.

             Six months ended June 30, 2003 and 2002

Net revenue totaled $53,125,000 for the six months ended June 30,
2003; a decrease of $22,971,000 or 30% as compared to $76,096,000
for the six months ended June 30, 2002.  Included in the six
months ended June 30, 2002 is $25,295,000 of net revenue related
to KNTV, which was sold on April 30, 2002.  Net revenue at the
remaining stations increased $2,324,000 or 4% due to increases in
local and national ad spending offset by a $1,473,000 reduction in
political revenue in a non-election year.

Station operating expenses totaled $45,135,000 for the six months
ended June 30, 2003; a decrease of $9,805,000 or 18% as compared
to $54,940,000 for the six months ended June 30, 2002.  Included
in the six months ended June 30, 2002 is $12,694,000 of operating
expenses related to KNTV.  The remaining stations' operating
expenses increased $2,889,000 or 7% primarily due to increases in
sales and news expense and programming expense at the Company's WB
affiliates.

Amortization expense totaled $4,740,000 for the six months ended
June 30, 2003; a decrease of $9,498,000 or 67% compared to
$14,238,000 for the six months ended June 30, 2002.  Included in
the six months ended June 30, 2002 is $9,033,000 of amortization
expense related to KNTV.  Corporate expense increased $876,000 or
19% during the six months ended June 30, 2003 compared to the same
period a year earlier primarily due to increased compensation and
officers' and directors' liability insurance.  Non-cash
compensation expense decreased $104,000 or 16% due to a reduction
in stock awards granted to certain executives.

Interest expense decreased $5,153,000 or 25% during the six months
ended June 30, 2003 as compared to the same period a year earlier
primarily due to lower average debt balances and lower interest
rates on the Company's senior credit facility.  Interest income
increased $76,000 or 24% during the six months ended June 30, 2003
compared to the same period a year earlier primarily due to higher
average cash balances.  Non-cash interest expense totaled
$2,275,000 for the six months ended June 30, 2003; a decrease of
$8,679,000 or 79% compared to $10,954,000 the same period a year
earlier.  Included in non-cash interest expense for the six months
ended June 30, 2002 is $7,537,000 related to the imputation of
interest on KNTV's NBC affiliation agreement.  The remaining
decrease in non-cash interest expense is related to reduced
amortization of deferred financing fees associated with the
current senior credit facility.

The Company recorded a gain on the sale of KNTV of $192,406,000
during the six-month period ended June 30, 2002.

The Company recorded a loss on the early extinguishment of debt of
$15,097,000 during the six months ended June 30, 2002 due to the
write-off of unamortized deferred financing fees associated with
the extinguished debt.

During the six months ended June 30, 2003, the Company recorded a
benefit for income taxes of $7,499,000 compared to a provision for
income taxes of $67,525,000 during the six months ended June 30,
2002.  The provision for taxes in 2002 resulted from the gain on
the sale of KNTV.

Upon adoption of Statement 142 as of January 1, 2002, the Company
recorded a one-time, non-cash charge to reduce the carrying value
of its goodwill and other indefinite lived intangible assets, net
of tax benefit, by $150,479,000.  The decline in the carrying
value of goodwill and other indefinite-lived intangible assets
relates solely to the Company's WB affiliates.  Such charge was
non-operational in nature and is reflected as a cumulative effect
of an accounting change in the accompanying consolidated statement
of operations during the six months ended June 30, 2002.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $70 million, and a total shareholders'
equity deficit of about $216 million.


GREENERY ASSOCIATES: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Greenery Associates Limited Partnership
        519 W. Pratt Street
        Baltimore, Maryland 21201
        aka The Greenery

Bankruptcy Case No.: 03-81299

Type of Business: Developer of a downtown apartment complex

Chapter 11 Petition Date: September 11, 2003

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Aryeh E. Stein, Esq.
                  J. Daniel Vorsteg, Esq.
                  Martin T. Fletcher, Esq.
                  Paul M. Nussbaum, Esq.
                  Whiteford, Taylor & Preston LLP
                  Seven St. Paul Street
                  Suite 1400
                  Baltimore, MD 21202
                  Tel: 410-347-8700

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Baltimore Gas and Electric  Trade Debt                  $6,626

Insurance Services Group,   Trade Debt                  $5,488
Inc.

Signature Management        Management Fee              $5,141

Capital Roofing Inc.        Trade Debt                  $3,289

Fleming & Sheeley, Inc.     Trade Debt                  $2,742

Kone, Inc.                  Trade Debt                  $2,040

General Electric Co.        Trade Debt                  $1,960

Oscar's Painting, Inc.      Trade Debt                  $1,945

Carrier Sales and           Trade Debt                  $1,646
Distribution

Action Business Systems     Trade Debt                    $936
Inc.

Aireco Supply Inc.          Trade Debt                    $813

Solkung Lawn and Landscape  Trade Debt                    $600

Wilmar Industries Inc.      Trade Debt                    $566

The Baltimore Sun           Trade Debt                    $528

Verizon                     Trade Debt                    $457

Waste Management            Trade Debt                    $457

Apartment Shoppers Guide    Trade Debt                    $395

A Maintenance Supply Co.    Trade Debt                    $283

Fitch Co.                   Trade Debt                    $223

Holiday Coffee Services,    Trade Debt                    $207
Inc.


HEADWAY CORPORATE: Completes Debt Restructuring Transactions
------------------------------------------------------------
Headway Corporate Resources, Inc. (AMEX: HEA) has consummated the
agreement with the holders of its senior and subordinated
indebtedness for a restructuring of the Company.

The restructuring involves a significant reduction of outstanding
indebtedness and a conversion of the balance of such indebtedness
into 100% of the Company's equity. The transaction was implemented
pursuant to a Chapter 11 bankruptcy proceeding of Headway, which
was commenced on July 1, 2003. All of Headway's operating
subsidiaries continued to do business outside of bankruptcy.

The Bankruptcy Court entered an order confirming the Plan of
Reorganization on September 18, 2003. The Plan of Reorganization
became effective on Friday, September 19th, and the Company will
be filing a Form 15 with the Securities and Exchange Commission to
withdraw the registration of its common stock under the Securities
Exchange Act of 1934. Upon filing, the Company will no longer be
required to file reports with the S.E.C. Pursuant to the Plan,
Headway's outstanding shares of common stock were cancelled
without any distribution being made to the holders of such shares,
and accordingly, the Company is no longer publicly held.

"With the successful completion of this restructuring, the
Company's debt level has now been reduced from $82 million to
$26.0 million, giving us a capital structure that is appropriate
for a Company of our size. We expect that this improvement in our
balance sheet will significantly enhance the Company's operating
flexibility. Further, I am pleased to be able to say that, as
expected, the Chapter 11 filing did not have any impact on our
clients, vendors or employees," said Barry Roseman, President of
Headway Corporate Resources, Inc.

Headway Corporate Resources, Inc. provides human resource and
staffing services. Headquartered in New York City, Headway also
has offices in California, Connecticut, Florida, North Carolina,
and Virginia.


HENCIE CONSULTING SERVICES: Voluntary Chapter 7 Case Summary
------------------------------------------------------------
Lead Debtor: Hencie Consulting Services, Inc.
             13155 Noel Road
             10th Floor
             Suite 1001
             Galleria Tower III
             Dallas, Texas 75240

Bankruptcy Case No.: 03-39402

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Hencie, Inc.                               03-39403

Type of Business: The Debtor offers Oracle-focused IT consulting
                  services to clients in Texas, Arizona, Oklahoma,
                  Louisiana, Arkansas, and Colorado.

Chapter 7 Petition Date: September 16, 2003

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtors' Counsel: Frances Anne Smith, Esq.
                  Stephen M. Pezanosky, Esq.
                  Haynes and Boone, LLP
                  901 Main Street
                  Suite 3100
                  Dallas, TX 75202
                  Tel: 214-651-5995
                  Fax: 214-200-0919

                             Estimated Assets:  Estimated Debts:
                             -----------------  ----------------
Hencie Consulting Services   $500K to $1MM      $1MM to $10MM
Hencie, Inc.                 $0 to $50,000      $0 to $50,000


I2 TECHNOLOGIES: Withdraws Appeal of Nasdaq Delisting Decision
--------------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO) has withdrawn its appeal of
NASDAQ's decision to de-list i2's common stock from The NASDAQ
Stock Market.

The company had concluded that there was little likelihood that
NASDAQ would reverse its delisting decision at this time given the
pendency of the Securities and Exchange Commission's investigation
of matters relating to the recent restatement of i2's consolidated
financial statements. The company stated that it will consider re-
applying to NASDAQ at a later time and that it expects that its
common stock will continue to be quoted in the over-the-counter
Pink Sheets for the foreseeable future.

A leading provider of end-to-end supply chain management
solutions, i2 -- whose June 30, 2003 balance sheet shows a net
capital deficit of about $258 million -- designs and delivers
software that helps customers optimize and synchronize activities
involved in successfully managing supply and demand. i2 has more
than 1,000 customers worldwide--many of which are market leaders--
including seven of the Fortune global top 10. Founded in 1988 with
a commitment to customer success, i2 remains focused on delivering
value by implementing solutions designed to provide a rapid return
on investment. Learn more about the Company at http://www.i2.com


INTEGRATED HEALTH: Rotech Wants Nod for Lasko Settlement Pact
-------------------------------------------------------------
Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, informs the Court that on
August 10, 2000, David J. Lasko filed Claim No. 06517 for
$1,414,500.  Mr. Lasko asserts that the Claim is secured.

The Lasko Claim arises from a promissory note tendered in partial
payment of the Rotech Debtors' purchase from Lasko of the common
stock of RCI Medical Corp., doing business as Respacare, Inc., in
accordance with the terms of an Agreement for Sale and Purchase
of Stock and Restrictive Covenants.  The Purchase and Sale
Agreement and the related security agreement between the parties
provide that the Note was secured by the grant of a security
interest in certain assets of the Debtors.  This security
interest is allegedly evidenced by a UCC-1 financing statement.
However, no financing statement was filed.

Mr. Lasko contends that the Lasko Claim should nevertheless be
treated as secured, among other reasons, because the Rotech
Debtors failed to file the financing statement and under New
Jersey law, the proceeds of the Note are subject to a
constructive trust.  Rotech contends that the Lasko Claim is
properly classified as a general unsecured claim.

Mr. Villoch adds that on August 24, 2000, Baker & Associates Inc.
filed Claim Nos. 11879, 11880 and 11881, each for $340,000.  The
Transferred Baker Claims arose from a broker's fee payable to
Baker in connection with the Respacare Transaction.  The broker's
fee amount is not in dispute, but it was to have been paid from
the proceeds of the Note under the terms of the Purchase and Sale
Agreement.  Baker transferred these Claims to Mr. Lasko.   No
objection to the transfer was filed, and accordingly, Lasko was
substituted for Baker as the holder of the Transferred Baker
Claims.

By objection dated August 24, 2001, the Rotech Debtors asked the
Court to reduce the Lasko Claim to $943,706 and reclassify that
Claim as general unsecured.  Rotech further objected to the
Transferred Baker Claim Nos. 11879 and 11880 and asked the Court
to disallow them.

By objection dated July 23, 2002, the Rotech Debtors sought to
disallow the Transferred Baker Claim No. 11881.  Mr. Lasko
responded to the objection, and the Court, with the consent of
both parties, adjourned the hearing of the Objections to the
Lasko Claims and the Transferred Baker Claims.

Rotech and Mr. Lasko have negotiated a resolution of all disputes
including, without limitation, those relating to the Rotech
Debtors' objections to the Lasko Claim and the Transferred Baker
Claims.  As approved by the Court, the Lasko Settlement Agreement
provides that:

   1. Lasko Claim No. 06517 will be irrevocably reduced,
      fixed and classified as an allowed unsecured non-priority
      claim for $1,074,500 to be treated as a Class 5 Claim in
      accordance with the Rotech Plan;

   2. Transferred Baker Claim No. 11881 will be irrevocably
      fixed and classified as an allowed unsecured priority claim
      for $340,000 to be treated as a Class 5 Claim in accordance
      with the Rotech Plan; and

   3. Transferred Baker Claim Nos. 11879 and 11880, and any
      other claims that have been or will be filed by or on
      behalf of or transferred to or held by Lasko, will be
      disallowed and expunged with prejudice. (Integrated Health
      Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


INTERCEPT INC: Closes $50MM Credit Facility with Bank of America
----------------------------------------------------------------
InterCept, Inc. (Nasdaq: ICPT), a leading provider of technology
products and services for financial institutions and merchants,
has closed its previously announced three-year $50.0 million
credit facility with Bank of America, N.A. Bank of America will be
the administrative agent for the syndicated facility and Banc of
America Securities LLC will be the lead arranger and book manager
for the syndication.

The final terms of the credit facility did not change from those
previously disclosed by InterCept.

Separately, InterCept has entered into a $12 million leasing
arrangement with GE Capital under which InterCept has leased $6
million of equipment to be used in its item processing operations
for Sovereign Bank.  The agreement will enable InterCept to lease
up to an additional $6 million of equipment for the second phase
of the Sovereign conversion.

Addressing the transactions, John Collins, InterCept's Chairman
and CEO, said "We are very excited about the financing
transactions completed this week.  The three-year credit facility
with Bank of America, together with the lease financing from GE
Capital and the previously announced preferred stock sale to
Sprout Group, strengthen our liquidity position, improve our
balance sheet and position us better for long-term growth
opportunities.  We are very pleased to have Bank of America as a
financing partner and look forward to building a strong long-term
relationship with the bank."

"Bank of America is happy to have entered into a long-term
financing relationship with InterCept," commented Michael Dunlap,
Senior Vice President with Bank of America.  "We look forward to
working with InterCept as a partner to help facilitate their
continued growth."

InterCept, Inc. is a single-source provider of a broad range of
technologies, products and services that work together to meet the
technology and operating needs of financial institutions and
merchants.  InterCept's products and services include core data
processing, check processing and imaging, electronic funds
transfer, debit and credit card processing, data communications
management, and related products and services.  For more
information about InterCept, go to http://www.intercept.net

At June 30, 2003, the Company's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$40 million.

One of the world's leading financial services companies, Bank of
America is committed to making banking work for customers and
clients like it never has before. Bank of America provides
individuals, small businesses and commercial, corporate and
institutional clients across the United States and around the
world new and better ways to manage their financial lives. Shares
of Bank of America (NYSE: BAC), the second largest banking company
in the United States by market capitalization, are listed on the
New York, Pacific and London stock exchanges. The company's Web
site is http://www.bankofamerica.com

General Electric Capital Corporation is a global diversified
financial services company engaged in commercial finance, consumer
finance, equipment management and insurance.  With assets of over
$425 billion, GE Capital serves consumers and businesses in 47
countries around the world.  For further information on GE
Capital, please visit http://www.gecapital.com


INT'L PAPER: Amen to Speak at Deutsche Bank Conference Tomorrow
---------------------------------------------------------------
International Paper (NYSE: IP) Executive Vice President Rob Amen
will be speaking at the Deutsche Bank Global Paper Conference on
Thursday, Sept. 25, in London.  Mr. Amen's presentation will cover
a brief overview of company operations and a discussion of how the
company is changing to improve its profitability.

The conference will not be webcast.  However, a copy of Mr. Amen's
presentation will be posted on the company's Internet site at 8
a.m. EDT on the morning of Sept. 25.  Interested parties may
access this presentation at http://www.internationalpaper.comby
clicking on the Investor Information button.

International Paper -- http://www.internationalpaper.com-- is the
world's largest paper and forest products company.  Businesses
include paper, packaging, and forest products.  As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative(R) program, a system that ensures the
continual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' preferred stock ratings to International Paper
Co.'s $6 billion mixed shelf registration.


ITEX CORP: Inks LOI to Sell Sacramento Corporate-Owned Office
-------------------------------------------------------------
ITEX Corporation, (OTCBB:ITEX) a leading business services and
payment systems company, announced a non-binding Letter of Intent
has been signed for the sale of its corporate-owned trade office
located in Sacramento, California.

On June 16, ITEX announced its intent to divest some or all five
corporate-owned offices. Two other corporate-owned offices were
sold in August of this year.

                 Sacramento office to be sold

ITEX accepted a Letter of Intent, presented by Ms. Kristen Feuz,
to purchase the assets and rights to operate ITEX's existing
client base in Sacramento, California. Ms. Feuz, currently the
Senior Trade Director for the Sacramento office of ITEX
Corporation, will be the principal shareholder of a corporation,
newly formed to complete the transaction.

The Sacramento office has seen a cash revenue decline when
comparing the most recent twelve months with the previous twelve-
month period. The sale is expected to be finalized next month. The
client base will continue to be owned by ITEX Corporation.

Steven White, Chairman of the Board stated, "Ms. Feuz has worked
with ITEX since 1993. She is one our longest standing senior
employees and knows the ITEX system and Sacramento client base
extremely well. She is well respected within the ITEX Broker
Network and we believe her expertise, enthusiasm and drive will
create a positive revenue trend for this office."

Mr. White concluded, "Selling corporate-owned offices to entities
that continue to operate under the ITEX brand allows us to retain
revenue with reduced overhead. Selling corporate-owned offices
emphasizes our strategy: focusing and growing the existing Broker
Network while reducing corporate overhead and streamlining
operations."

Founded in 1982, ITEX Corporation -- http://www.itex.com-- is a
business services and payment systems company processing over
$150,000,000 a year in transactions between member businesses.
ITEX assists its member businesses to increase sales, open new
markets and utilize the full business capacity of their
enterprises by providing a private currency through the company's
Broker Network and client base.

                         *     *     *

In its Form 10-QSB filed with the Securities and Exchange
Commission, ITEX Corporation reported (all amounts are expressed
in thousands of US$):

          Results for the Nine Months Ended April 30, 2003

"During the first nine months of fiscal 2003, we funded our
activities through operations. At April 30, 2003, we had
approximately $327 in cash and cash equivalents. We operate using
four week billing and payroll cycles. The timing difference
between the four week cycles and our reporting periods causes
fluctuations in cash, accounts receivable and broker commissions.
Cash and accounts receivable are primarily affected by the autopay
runs created from clients who have allowed us to retain their
credit card or checking account information. If an autopay run
falls near the end of a reporting period, it is likely our cash
balance will be higher and accounts receivable lower. Likewise,
if the autopay run falls subsequent to the reporting period, our
cash balance will be lower and accounts receivable higher.
Similarly, the timing of payroll, based on four week cycles, will
affect the balance in broker commissions payable.

"During the nine months ending April 30, 2003, we received net
cash from our operating activities of $199 as compared to net cash
used in operating activities of $360 for the nine months ending
April 30, 2002. The increase in net cash provided by our operating
activities is largely due to the significant decrease in operating
expenditures.

"During the nine months ending April 30, 2003, we received net
cash from investing activities of $26, resulting from proceeds
received from the sale of regional offices of $49, offset by the
purchase of fixed assets of $23. During the nine months ending
April 30, 2002, we reported net cash provided by investing
activities of $28, resulting from proceeds received from the sale
of securities of $56, offset by the purchase of fixed assets of
$28.

"During the nine months ending April 30, 2003, the net cash
provided by our financing activities was $5, resulting from the
exercise of stock options, compared to net cash used in financing
activities for the nine months ended April 30, 2002 of $372
related to payments made to Network Commerce for the purchase of
Ubarter.com during the previous fiscal year.

"During the nine months ending April 30, 2003 there was net cash
provided from the effective exchange rate on cash and cash
equivalents of $7 which did not exist in the prior fiscal year.

"At April 30, 2003, our working capital deficit was $732 compared
to a deficit of $1,328 at July 31, 2002. Management continues to
reduce overhead costs through increased operating efficiencies. In
addition, by divesting the corporate offices, as outlined in the
revenue section above, ITEX expects to yield additional cost
savings, which management believes will streamline operations and
save the company close to $1 million in overhead per year.
Reduction of overhead includes corporate savings with smaller
headcount and fewer office leases. In addition, by financing the
sale of the existing corporate stores, the company expects to be
able to realize an additional positive impact to earnings over the
next five years. At April 30, 2003, stockholders' equity increased
to $277 from $40 at July 31, 2002 primarily resulting from our net
income of $139 in the first nine months of fiscal 2003."


JLG INDUSTRIES: FY 2003 Operating Results Reflect Improvement
-------------------------------------------------------------
JLG Industries, Inc. (NYSE:JLG) announced earnings per diluted
share of $.33 for its fiscal year 2003 ended July 31, 2003, a 10
percent increase from last year's $.30 before the cumulative
effect of change in accounting principle, on consolidated revenues
of $760 million versus $770 million a year ago.

After-tax earnings for the full year were reduced by approximately
$3.2 million of restructuring and restructuring-related expenses.
These charges were included in the Company's guidance of $.33 to
$.37 per share given in its April 29, 2003 announcement.

For the fourth quarter, earnings per diluted share were $.17 on
consolidated revenues of $242 million as compared to earnings per
diluted share of $.19 on total revenues of $249 million for the
prior period.

In July 2003, the Company signed a definitive agreement to acquire
the OmniQuip business unit from Textron, and subsequently
completed the transaction on August 1, 2003.

Management's analysis of the Company's quarterly results and
financial condition will be provided during a conference call on
Tuesday, September 23, 2003 at 9:00 a.m. Eastern Time. The call
can be accessed via JLG's Web site http://www.jlg.comwhere it
will be accompanied by a slide presentation, or by dialing (800)
289-0468. International participants should dial (913) 981-5517.
Please dial into the conference call 10 minutes prior to the
start. A replay of the conference call presentation will be
available on the Company's Web site.

JLG Industries, Inc. (S&P, BB- Corporate Credit Rating, Stable) is
the world's leading producer of access equipment and highway-speed
telescopic hydraulic excavators. The Company's diverse product
portfolio encompasses leading brands such as JLG(R) aerial work
platforms; JLG(R), Sky Trak(R), Lull(R) and Gradall(R)
telehandlers; Gradall(R) excavators; and an array of complementary
accessories that increase the versatility and efficiency of these
products for end users. JLG markets its products and services
through a multi-channel network that includes a highly trained and
skilled direct sales force, direct marketing, the Internet,
integrated supply programs and a network of distributors. In
addition, JLG offers world-class after-sales service and support
for its customers in the industrial, commercial, institutional and
construction markets. JLG's manufacturing facilities are located
in the United States and Belgium, with sales and service locations
on six continents.

For more information, visit http://www.jlg.com


JLG INDUSTRIES: Board Declares Regular Quarterly Dividend
---------------------------------------------------------
The Board of Directors of JLG Industries, Inc. (NYSE:JLG) declared
its regular, quarterly cash dividend of $.005 per common share.
The dividend is payable on October 15, 2003 to shareholders of
record October 1, 2003.

JLG Industries, Inc. (S&P, BB- Corporate Credit Rating, Stable) is
the world's leading producer of access equipment and highway-speed
telescopic hydraulic excavators. The Company's diverse product
portfolio encompasses leading brands such as JLG(R) aerial work
platforms; JLG(R), Sky Trak(R), Lull(R) and Gradall(R)
telehandlers; Gradall(R) excavators; and an array of complementary
accessories that increase the versatility and efficiency of these
products for end users. JLG markets its products and services
through a multi-channel network that includes a highly trained and
skilled direct sales force, direct marketing, the Internet,
integrated supply programs and a network of distributors. In
addition, JLG offers world-class after-sales service and support
for its customers in the industrial, commercial, institutional and
construction markets. JLG's manufacturing facilities are located
in the United States and Belgium, with sales and service locations
on six continents.

For more information, visit http://www.jlg.com


KAISER ALUMINUM: Wants to Restructure Power Transmission Service
----------------------------------------------------------------
In March 1998, the Kaiser Aluminum Debtors and Bonneville Power
Administration entered into a Service Agreement for Point-to-Point
Transmission, pursuant to which Bonneville agreed to transmit
electrical power generated by itself and third-party utility
companies to the Debtors' (i) Tacoma smelter facility, (ii) Mead
smelter facility and (iii) Trentwood rolling mill, which are all
located in the State of Washington.  The electrical power is
transmitted through corresponding substations in Washington that
are owned and operated by Bonneville.  In exchange for the
transmission services, the Debtors agreed to pay Bonneville
transmission service charges as well as use-of-facility -- UFT --
charges for the Substations servicing the Washington Facilities.

The UFT Charges include:

   (a) an investment and amortization charge based on the cost of
       the Bonneville equipment dedicated to the Debtors at the
       Substations; and

   (b) operation and maintenance charges associated with the
       equipment.

In addition, the UFT Charges are updated periodically by
Bonneville to reflect additional investments, the retirement of
equipment and changes in the costs incurred.

Upon expiration of the PTP Agreement on May 5, 2015, Bonneville
may seek to recover from the Debtors "unrecoverable costs"
related to the equipment used to provide the transmission
services.  The Unrecoverable Costs will include un-amortized
investment costs incurred by Bonneville for the transmission
equipment at its Substations and, if the equipment must be
removed from Substations, the reasonable costs of equipment
disposal.

The Debtors and Bonneville also entered into a lease agreement
dated January 30, 1978, pursuant to which Bonneville leased to
the Debtors, on an indefinite term, certain additional equipment
located at the Substations servicing the Tacoma and Mead
Facilities.  The Debtors pay $258,000 annually under the
Capacitor Lease.

Starting on December 31, 2000, the Debtors completely curtailed
their operations at the Tacoma and Mead Facilities due in part to
depressed prices for aluminum and the high price of power.  In
January 2003, the Debtors announced the indefinite curtailment of
operations at the Mead Facility, and a month later, obtained the
Court's approval to sell the Tacoma Facility.  The Trentwood
Facility maintains normal operations.  The Debtors, nonetheless,
continued to pay and incur costs associated with the contemplated
transmission services.

To reduce unnecessary costs and increase flexibility while (i)
ensuring the continued availability of transmission services
sufficient to maintain full operations at the Trentwood Facility
and (ii) preserving the availability to transmit power to the
Mead Facility to maintain and potentially restart it at a later
date, the Debtors entered into negotiations with Bonneville to
restructure the current energy transmission arrangement under the
PTP Agreement.  In August 2003, the parties reached an agreement
regarding the principal terms of restructuring.

The material provisions of the parties' Term Sheet are:

   (a) The PTP Agreement will be terminated and replaced by two
       new service agreements:

       (1) A new transmission service agreement that provides for
           the continuation of Bonneville's transmission services
           to the Trentwood Facility on substantially the same
           terms provided for by the existing PTP Agreement; and

       (2) A separate transmission service agreement that
           provides for the continuation of Bonneville's
           transmission services to the Mead Facility on
           substantially the same terms provided for under the
           PTP Agreement, with the exception that there will no
           longer be any UFT Charges for the low-voltage
           facilities at the Mead Substation;

   (b) The Capacitor Lease will be terminated;

   (c) The Debtors will purchase Bonneville's low-voltage
       equipment and delivery facilities and capacitors at the
       Mead Substation for $1,000,000, less credits totaling
       $500,000 for certain payments made by the Debtors under
       the PTP Agreement and the Capacitor Lease.  In connection
       with the purchase, the Debtors and Bonneville will enter
       into:

       (1) an agreement under which Bonneville will operate and
           maintain the Mead Transmission Equipment for a charge
           that will be no less favorable than operational and
           maintenance charges assessed as part of the UFT
           Charges paid by the Bonneville customers; and

       (2) a lease for 105,000 square feet of space within the
           Mead Substation where the Mead Transmission Equipment
           will continue to be located.  The lease payments will
           be $10,500 per year for the first five years of the
           lease and may be adjusted subsequently every five
           years.  Bonneville will retain all financial and
           clean-up obligations related to any environmental
           conditions.

       The Debtors or their successors may terminate the
       operations and maintenance agreement upon discontinuance
       of use of the Mead Transmission Equipment.  Upon
       termination, the Debtors will be responsible for the cost
       of removal of the Mead Transmission Equipment from the
       Mead Substation;

   (d) Bonneville will be granted these allowed prepetition
       unsecured claims against the Debtors:

       (1) $333,283 for the outstanding prepetition transmission
           bills; and

       (2) $3,211,660 for the Unrecoverable Costs related to
           transmission equipment at the Tacoma Substation; and

   (e) Bonneville will release the Debtors from all claims for
       any payment or costs (i) related to Unrecoverable Costs
       for the transmission equipment at the Tacoma and Mead
       Substations or (ii) arising under the existing PTP
       Agreement or Capacitor Lease.

By this motion, the Debtors seek the Court's authority to
restructure its transmission service arrangement with Bonneville
in accordance with the Term Sheet.  The Debtors also ask the
Court to allow Bonneville $3,544,943 in aggregate unsecured
prepetition claims.

Patrick M. Leathem, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that the negotiated
transactions with Bonneville will:

   (a) reduce the costs of the Debtors' transmission services by
       $1,300,000;

   (b) ensure the continued availability of transmission services
       sufficient to maintain full operations at the Trentwood
       Facility;

   (c) preserve the ability to transmit power to maintain the
       Mead Facility and potentially restart it at a later date;
       and

   (d) eliminate certain Bonneville potential claims, including
       possible claims in respect to Unrecoverable Costs in
       excess of $13,000,000 -- for the Mead and Tacoma
       Facilities.

In addition, Mr. Leathem maintains that the allowance of
Bonneville's unsecured claims is warranted under Rule 9019 of the
Federal Rules of Bankruptcy Procedure given the probability of
success in litigating the claims, complexity of such claims and
the attendant costs. (Kaiser Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEAP WIRELESS: Exclusivity Extension Hearing Set for Tomorrow
-------------------------------------------------------------
The Informal Vendor Debt Committee agrees that the Leap Wireless
Debtors' Exclusive Periods need to be extended.  Gerald N. Sims,
Esq., at Pyle, Sims, Duncan & Stevenson, relates that that the
extension is warranted and in the best interest of the Debtors'
estates and creditors.  The Committee, however, reserves its right
to seek to shorten the Debtors' exclusivity should it be deemed
necessary and appropriate at some later point.

As previously reported, the Debtors ask the Court to extend:

    (i) the exclusive period in which they may file a plan of
        reorganization to December 9, 2003; and

   (ii) the exclusive period in which they may solicit
        acceptances of that plan to February 9, 2004.

Judge Adler will convene a hearing on September 25, 2003 at
3:00 p.m. to consider the Debtors' request.  Accordingly, the
Debtors' exclusive filing period is extended until the conclusion
of that hearing. (Leap Wireless Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEVEL 3: Updates Q3 Projections and Reaffirms FY 2003 Guidance
--------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) said that in
conjunction with a private offering of senior notes by one of its
subsidiaries, the company is updating its projections for the
third quarter and reaffirming full year 2003 projections, both of
which have been adjusted for discontinued operations.

"As we have said in the past, there continues to be economic
weakness in the telecommunications sector," said James Crowe, CEO
of Level 3. "As a result, top-line growth and visibility remain
challenging. However, we have confidence in our ability to project
and deliver improving cash flows from our business."

"For the communications business, we are updating our third
quarter and full year projections to reflect the previously
announced sale of Midwest Fiber Optic Network, which was acquired
in connection with the Genuity acquisition," said Sunit Patel, CFO
of Level 3. "We also anticipate slightly lower than projected
revenue in our communications business for the third quarter due
to lower than expected usage in our softswitch and IP businesses.
At the same time, we are increasing our third quarter Consolidated
EBITDA projection from $97 million, adjusted for discontinued
operations, to $97 million-$102 million based on our cost
management initiatives. Additionally, we are lowering our third
quarter capital expenditures projection.

"We are lowering our information services revenue projection for
the third quarter versus the projections that had been previously
issued on July 24, 2003," said Patel. "This is a result of
additional contract renewals falling under agency-type licensing
programs that we have previously discussed, as well as softer
sales in the third quarter."

Adjusted for the discontinued MFON operations, which will impact
full year revenue projections by $16 million and Consolidated
EBITDA by $10 million, Level 3 is reaffirming its full year 2003
projections that were issued on July 24, 2003.

The company continues to expect to turn consolidated free cash
flow positive during the second quarter 2004.

Level 3 (Nasdaq: LVLT) is an international communications and
information services company. The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for millions
of broadband subscribers, through its cable and DSL partners. The
company offers a wide range of communications services over its
22,500 mile broadband fiber optic network including Internet
Protocol services, broadband transport, colocation services,
Genuity managed services, and patented Softswitch-based managed
modem and voice services. Its Web address is http://www.Level3.com

The company offers information services through its subsidiaries,
(i)Structure and Software Spectrum. For additional information,
visit their respective Web sites at
http://www.softwarespectrum.comand http://www.i-structure.com

As reported in Troubled Company Reporter's July 3, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CC' rating to
Level 3 Communications Inc.'s shelf drawdown of $250 million
convertible senior notes due 2010. All ratings on the company are
affirmed. The outlook is negative.

Although cash proceeds improve Level 3's liquidity, Standard &
Poor's is still concerned about the company's ability to withstand
prolonged industry weakness, and risk from its acquisition
strategy.


LEVI STRAUSS: $650-Mil. Revolving Facility Gets S&P's BB Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' rating to Levi
Strauss & Co.'s $650 million revolving senior secured credit
facility. This bank loan rating is rated three notches above the
corporate credit rating of 'B' based on very strong likelihood of
full recovery of principal in the event of default or bankruptcy.
"This rating is supported by strong collateral coverage, a tight
structure, and a conservative advance rate," said Standard &
Poor's credit analyst Jayne M. Ross.

Standard & Poor's also assigned a 'BB-' rating to the company's
$500 million senior secured term loan facility. This bank loan
rating is rated two notches above the corporate credit rating
based on the very strong value of the trademarks and trade names
in the event of liquidation. The fair market value of the Levi and
Dockers trademarks and trade names, even under the depressed
conditions of a forced liquidation, provides ample collateral
value to assure full recovery of the loan.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit and senior unsecured debt ratings on Levi Strauss. The
current 'B+' senior secured bank loan rating will be withdrawn on
the closing of the revolving credit and term loan facilities. The
outlook is stable. San Francisco, California-based Levi is an
apparel maker.

The revolving credit facility includes a $350 million letter of
credit sub-facility and a $75 million sub-limit on non-ratable
loans. The maturity is four years from closing, (estimated to be
Sept. 29, 2003), provided that the revolving credit facility will
terminate no later than the termination date of the proposed
trademark term loan facility. The revolving credit facility is
secured by a first priority lien on all accounts receivable;
inventory; certain machinery and equipment; all of the capital
stock of each domestic subsidiary (direct or indirect); 65% of
the capital stock of each material foreign subsidiary owned
directly by the company; chattel paper; documents; instruments;
deposit accounts; contract rights; general intangibles; and
investment property. The only exception is the intangible assets
related to Levi's trademark assets and related contracts, which
will be used to secure the proposed trademark term loan.

The term loan facility is secured by a first lien in all of the
trademark assets of the Levi Strauss and a silent lien on the
domestic working capital assets; all of the capital stock of the
company's domestic subsidiaries (direct or indirect) and 65% of
the capital stock of each material direct foreign subsidiary; and
other assets securing the revolving credit facility. The term loan
facility is scheduled to mature on Aug. 1, 2006, and will be non-
callable in the first two years. If the company meets certain
refinancing conditions, then the maturity on the term loan
facility can be extended to a maximum of six years from the
closing date (estimated to be Sept. 29, 2003).


MAJESTIC STAR: Extends Consent Solicitation Until Tomorrow
----------------------------------------------------------
The Majestic Star Casino, LLC and The Majestic Star Capital Corp.
have extended the Consent Date of its consent solicitation
relating to the Issuer's 10-7/8% Senior Secured Notes due 2006 to
5:00 pm, New York City time, on Thursday, September 25, 2003, and
that it has extended the Expiration Date of its offer to purchase
the Notes to 5:00 p.m., New York City time, on Monday, October 6,
2003.

As of 5:00 p.m., New York City time, on Monday, September 22,
2003, $49,315,000 of the aggregate outstanding principal amount of
Notes had been tendered in the Offer and Consent Solicitation.

The complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Offer to Purchase and Consent
Solicitation Statement dated August 26, 2003 and the related
Letter of Transmittal, as amended by the Supplement to the
Statement dated September 18, 2003 and this announcement.

The Majestic Star Casino, LLC (S&P, B Corporate Credit Rating,
Positive) is a multi-jurisdictional gaming company that directly
owns and operates one dockside gaming facility located in Gary,
Indiana and, pursuant to a 2001 acquisition through its
unrestricted subsidiary, Majestic Investor Holdings, LLC, owns and
operates three Fitzgeralds brand casinos located in Tunica,
Mississippi, Black Hawk, Colorado and downtown Las Vegas, Nevada.
For more information about the Company, please visit its Web sites
at http://www.majesticstar.comor http://www.fitzgeralds.com

The Majestic Star Casino, LLC and Majestic Investor Holdings, LLC
make available free of charge their annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
all amendments to those reports as soon as reasonably practicable
after such material is electronically filed with or furnished to
the Securities and Exchange Commission.  You may obtain a copy of
such filings at http://www.sec.govor from its applicable Web
sites.


MAJESTIC STAR: Amends Consent Solicitation and Tender Offer
-----------------------------------------------------------
Majestic Investor Holdings, LLC and Majestic Investor Capital
Corp. have amended the terms of its offer to purchase and consent
solicitation for its 11.653% Senior Secured Notes due 2007 as
follows:

     -- The Total Consideration has been increased to $1,090.00
        per $1,000 principal amount of the Notes.

     -- The Consent Payment has been increased to $30.00 per
        $1,000 principal amount of Notes.

     -- The Purchase Price remains unchanged at $1,060.00 per
        $1,000 principal amount of Notes.

     -- The Consent Date has been extended to 5:00 p.m., New York
        City time, on Thursday, September 25, 2003.

     -- The Expiration Date has been extended to 5:00 p.m., New
        York City time, on Monday, October 6, 2003.

As of 5:00 p.m., New York City time, on Monday, September 22,
2003, $56,385,000 of the aggregate outstanding principal amount of
Notes had been tendered in the Offer and Consent Solicitation.

The complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Offer to Purchase and Consent
Solicitation Statement dated August 26, 2003 and the related
Letter of Transmittal, as amended by the Supplement to the
Statement dated September 18, 2003 and this announcement.

The Majestic Star Casino, LLC (S&P, B Corporate Credit Rating,
Positive) is a multi-jurisdictional gaming company that directly
owns and operates one dockside gaming facility located in Gary,
Indiana and, pursuant to a 2001 acquisition through its
unrestricted subsidiary, Majestic Investor Holdings, LLC, owns and
operates three Fitzgeralds brand casinos located in Tunica,
Mississippi, Black Hawk, Colorado and downtown Las Vegas, Nevada.
For more information about the Company, please visit its Web sites
at http://www.majesticstar.comor http://www.fitzgeralds.com

The Majestic Star Casino, LLC and Majestic Investor Holdings, LLC
make available free of charge their annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
all amendments to those reports as soon as reasonably practicable
after such material is electronically filed with or furnished to
the Securities and Exchange Commission.  You may obtain a copy of
such filings at http://www.sec.govor from its applicable Web
sites.


MERISTAR HOSPITALITY: Exchange Shares for 8-3/4% Sr. Sub. Notes
---------------------------------------------------------------
MeriStar Hospitality Corporation (NYSE: MHX), one of the nation's
largest hotel real estate investment trusts, has issued
approximately 2.79 million shares of its common stock in exchange
for $18.0 million face amount of its 8-3/4% senior subordinated
notes due 2007.

The Notes were acquired at an average price of 90.6 percent of
face amount resulting in a gain of $1.7 million in the third
quarter related to the exchange. As a result of this transaction,
as well as the repurchase of $22.6 million of the 8-3/4% senior
subordinated notes with the proceeds of the company's recently
completed convertible subordinated notes issuance, the face amount
remaining on the senior subordinated notes has been reduced to
$164.5 million.

"The exchange of senior subordinated notes prior to maturity
allows us to reduce our debt levels, and is part of our continual
effort to strengthen our balance sheet. Since the end of 2002, we
have substantially improved our liquidity, reduced our debt levels
and refinanced our 2004 debt maturity. We now have no significant
maturities prior to the maturity of the senior subordinated notes
in 2007," said Donald D. Olinger, chief financial officer. "We
will look to continue to take advantage of opportunities that
allow us to improve our balance sheet."

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


MILLENNIUM CHEMICALS: S&P Cuts Credit Rating a Notch to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Millennium Chemicals Inc. to 'BB-' from 'BB' citing the
company's subpar financial profile and weaker-than-expected
prospects for reducing its substantial debt burden over the next
couple years.

Standard & Poor's said that it also removed its ratings on the
company from CreditWatch, where they were placed with negative
implications on Aug. 6, 2003, following the company's
unanticipated announcement that it would restate its financial
statements. The current outlook is stable.

Hunt Valley, Maryland-based Millennium, with about $1.6 billion of
annual sales and approximately $1.2 billion of outstanding debt
(excluding adjustments to capitalize operating leases), is
primarily engaged in the production of commodity chemicals.

"[Mon]day's actions follow a review of Millennium's financial
condition and operating prospects and reflect Standard & Poor's
view that Millennium's businesses are likely to support a gradual
trend of improvement to credit quality, but that this trend will
unfold much more slowly than previously anticipated," said
Standard & Poor's credit analyst Kyle Loughlin. "The restatement
of financial reports revealed a substantially weaker balance sheet
while recent operating results, lingering concerns related to the
timing and strength of a rebound within the petrochemical sector,
and subsequent guidance have suggested a diminished capacity to
reduce debt over the next couple years." Mr. Loughlin noted that
these concerns are counterbalanced by a strong commitment on the
part of management to restore credit quality, the expected
benefits of strategic management decisions that should improve
future free cash flow generation, and Millennium's satisfactory
liquidity position.


NATIONAL CENTURY: Treatment of Claims Under Liquidation Plan
------------------------------------------------------------
The National Century Financial Enterprises Debtors' Plan of
Liquidation provides for the classification of Claims and
Interests, the estimated aggregate amount of Claims in each Class
and the amount and nature of distributions to holders of Claims or
Interests in each Class:

                                                Estimated Amount
   Class  Description                Status        of Claims
   -----  -----------                ------     ----------------
   N/A    Administrative Claims      Unimpaired               --

   N/A    Priority Claims            Unimpaired               --

   C-1    Bank Loan Claims           Unimpaired               --

   C-2    NPF VI Noteholder Claims   Impaired       $927,642,120

   C-3    NPF XII Noteholder Claims  Impaired      2,047,500,000

   C-4    Other Secured Claims       Unimpaired        1,000,000

   C-5    Unsecured Priority Claims  Unimpaired               --

   C-6    General Unsecured Claims   Impaired         30,000,000

   C-7    Convenience Claims         Impaired          3,000,000

   C-8    Provider Claims            --                        0

   C-9    Intercompany Claims        Impaired                N/A

   C-10    Penalty Claims            Impaired                 --

   E-1     Old Stock Interests       Impaired                 --

                       Treatment of Claims

Class C-1:  Bank Loan Claims against any Debtor

      On the Effective Date, unless otherwise agreed by a holder
      of a Bank Loan Claim and the applicable Debtor or the
      Liquidation Trust, each holder of an Allowed Claim in Class
      C-1 will receive treatment on account of the Allowed Claim
      in the manner set forth in Option A, B, C or D, at the
      election of the applicable Debtor.  The applicable Debtor
      will be deemed to have elected Option B except with respect
      to any Allowed Claim in Class C-1 as to which the
      applicable Debtor elects Option A, C or D in a
      certification filed prior to the conclusion of the
      Confirmation Hearing.  Any amount paid to or on behalf of a
      Secured Claim Holder as adequate protection will be
      credited against the amount of the Secured Claim.

      Option A: Allowed Claims in Class C-1 with respect to which
                the applicable Debtor elects Option A will be
                paid in cash, in full, by the Debtor, unless the
                Claim Holder agrees to less favorable treatment.

      Option B: Allowed Claims in Class C-1 with respect to which
                the applicable Debtor elects Option B will be
                reinstated.

      Option C: Allowed Claims in Class C-1 with respect to which
                the applicable Debtor elects Option C will be
                entitled to receive, and the applicable Debtors
                will release and transfer, to the holder, the
                collateral securing the Allowed Claims.

      Option D: Allowed Claims in Class C-1 with respect to which
                the applicable Debtor elects or is deemed to have
                elected Option D will receive a promissory note,
                secured by a first priority security interest in
                the applicable collateral, in the aggregate
                principal amount of the Allowed Class C-l Claim,
                payable in annual installments over the term of
                the useful life of the collateral and bearing
                interest at a rate established pursuant to an
                order of the Bankruptcy Court or agreement of the
                parties.

Class C-2: NPF VI Noteholder Claims

      Class C-2 Claims are Claims against the Debtors by the NPF
      VI Noteholders arising from the NPF VI Notes.  On the
      Effective Date, each holder of an Allowed Claim in Class
      C-2 will receive its Pro Rata share of:

      (a) the NPF VI Initial Restricted SPV Funds Distribution,
          and

      (b) the NPF VI Percentage of:

          (1) the interests in the Liquidation Trust, and

          (2) the Class A interests in the Litigation Trust.

Class C-3: NPF XII Noteholder Claims

      Class C-3 Claims are Claims against the Debtors by the NPF
      XII Noteholders arising from the NPF XII Notes.  On the
      Effective Date, each holder of an Allowed Claim in Class
      C-3 will receive its Pro Rata share of:

      (a) the NPF XII Initial Restricted SPV Funds Distribution,

      (b) the NPF XII Percentage of:

          (1) the interests in the Liquidation Trust, and

          (2) the Class A interests in the Litigation Trust, and

      (c) the Class B interests in the Litigation Trust, in
          respect of recoveries from the CSFB Claim.

Class C-4: Other Secured Claims

      Class C-4 Claims are Secured Claims against any Debtor that
      are not otherwise classified in Class C-1, C-2 or C-3.

      On the Effective Date, unless otherwise agreed by a Claim
      Holder and the applicable Debtor, each holder of an Allowed
      Claim in Class C-4 will receive treatment on account of the
      Allowed Claim in the manner set forth in Option A, B, C or
      D, at the election of the applicable Debtor.  The
      applicable Debtor will be deemed to have elected Option B
      except with respect to any Allowed Claim in Class C-4 as to
      which the applicable Debtor elects Option A, C or D in a
      certification filed prior to the conclusion of the
      Confirmation Hearing.  Any amount paid to or on behalf of a
      Secured Claim Holder as adequate protection will be
      credited against the amount of the Secured Claim.

      Option A: Allowed Claims in Class C-4 with respect to which
                the applicable Debtor elects Option A will be
                paid in cash, in full, by the Debtor, unless the
                holder of the Claim agrees to less favorable
                treatment.

      Option B: Allowed Claims in Class C-4 with respect to which
                the applicable Debtor elects Option B will be
                reinstated.

      Option C: Allowed Claims in Class C-4 with respect to which
                the applicable Debtor elects Option C will be
                entitled to receive, and the applicable Debtors
                will release and transfer to the holder, the
                collateral securing the Allowed Claims.

      Option D: Allowed Claims in Class C-4 with respect to which
                the applicable Debtor elects or is deemed to have
                elected Option D will receive a promissory note,
                secured by a first priority security interest in
                the applicable collateral, in the aggregate
                principal amount of the Allowed Class C-4 Claim,
                payable in annual installments over the term of
                the useful life of the collateral and bearing
                interest at a rate established pursuant to an
                order of the Bankruptcy Court or agreement of the
                parties.

Class C-5:  Unsecured Priority Claims

      Class C-5 Claims are Unsecured Claims against any Debtor
      that are entitled to priority under Sections 507(a)(3), 507
      (a)(4) or 507(a)(6) of the Bankruptcy Code.  On the
      Effective Date, each holder of an Allowed Claim in Class
      C-5 will receive cash equal to the amount of the Claim.

Class C-6: General Unsecured Claims

      Class C-6 Claims are Unsecured Claims against any Debtor
      that are not otherwise classified in Class C-2, C-3, C-5,
      C-7, C-8, C-9 or C-10.

      Upon the resolution of all Disputed Claims in Class C-6 and
      Class C-7, each holder of an Allowed Claim in Class C-6
      will receive its Pro Rata share, up to the allowed amount
      of the Claim, of available Assets of the Debtor or Debtors
      against which the Claim has been allowed, after payment in
      full of all Claims in classes senior to Class C-6.

Class C-7: Convenience Claims

      Class C-7 Claims are Unsecured Trade Claims in an allowed
      amount equal to or less than $500,000.

      Upon the resolution of all Disputed Claims in Class C-6 and
      Class C-7, each holder of an Allowed Claim in Class C-7
      will receive, at the holder's option pursuant to an
      election by the Claim Holder on a ballot provided for
      voting on the Plan:

      (a) cash equal to the lesser of:

          (1) $0.50 for each $1.00 of the Allowed Claim Amount,
              and

          (2) its Pro Rata share of $3,000,000; or

      (b) treatment as a Class C-6 Claim.

Class C-8: Provider Claims

      Class C-8 Claims are Claims asserted against any Debtor by
      a Provider.  No property will be distributed to or retained
      by holders of Allowed Claims in Class C-8 on account of the
      Claims.

Class C-9: Intercompany Claims

      Class C-9 Claims are Intercompany Claims that are not
      Administrative Claims.  Except for Intercompany Claims
      between NPF VI and NPF XII, which are being compromised and
      settled pursuant to the Plan, all Intercompany Claims among
      the Debtors are reinstated.

Class C-10: Penalty Claims

      Class C-10 Claims are Unsecured Claims against any Debtor
      for any fine, penalty or forfeiture, or for multiple,
      exemplary or punitive damages, to the extent that the
      Claims are not compensation for the Claim Holder's actual
      pecuniary loss.  No property will be distributed to or
      retained by the holders of Allowed Claims in Class C-10 on
      account of the Claims.

Class E-1: Old Stock Interests

      Class E-1 Interests are Interests on account of the Old
      Stock of any of the Debtors.  No property will be
      distributed to or retained by the holders of Allowed
      Interests in Class E-1, and the Interests will be
      terminated as of the Effective Date.

                Allowed Secondary Liability Claims

David J. Coles, NCFE President, Secretary and Treasurer, notes
that the classification and treatment of Allowed Claims under the
Plan also take into consideration all Allowed Secondary Liability
Claims. On the Effective Date, Allowed Secondary Liability Claims
will be treated as:

   (a) The Allowed Secondary Liability Claims arising from or
       related to any Debtor's joint or several liability for the
       obligations under any:

       (1) Allowed Claim that is being reinstated under the Plan,
           or

       (2) Executory Contract or Unexpired Lease that is being
           assumed or deemed assumed by another Debtor or assumed
           by and assigned to another Debtor or any other entity,
           will be reinstated; and

   (b) Holders of all other Allowed Secondary Liability Claims
       will be entitled to only one distribution from the Debtor
       that is primarily liable for the underlying Allowed Claim.
       The distribution will be as provided in the Plan in
       respect of the underlying Allowed Claim, and will be
       deemed satisfied in full by the distributions on account
       of the related underlying Allowed Claim.  No multiple
       recovery on account of any Allowed Secondary Liability
       Claim will be provided or permitted.

                       Unclassified Claims

In accordance with Section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims have not been
classified.

A. Administrative Claims in General

   Unless otherwise agreed by an Administrative Claim Holder and
   the applicable Debtor, each Allowed Administrative Claim
   Holder will receive, in full satisfaction of its
   Administrative Claim, cash equal to the allowed amount of the
   Administrative Claim either:

      (a) on the Effective Date;

      (b) over time if the documents providing for the Allowed
          Administrative Claim provide for the payment; or

      (c) if the Administrative Claim is not allowed as of the
          Effective Date, 30 days after the date on which an
          order allowing the Administrative Claim becomes a Final
          Order or a Stipulation of Amount and Nature of Claim is
          executed by the applicable Debtor or the Liquidation
          Trust and the Administrative Claim Holder.

B. Statutory Fees

   Administrative Claims include Claim for costs and expenses of
   administration allowed under Sections 503(b), 507(h) or
   1114(e)(2) of the Bankruptcy Code, including:

      (a) the actual and necessary costs and expenses incurred
          after the Petition Date of preserving the Estates and
          operating the Debtors' businesses;

      (b) compensation for legal, financial advisory, accounting
          and other services and reimbursement of expenses
          awarded or allowed under Sections 330(a) or 331 of the
          Bankruptcy Code, including Fee Claims;

      (c) all fees and charges assessed against the Estates under
          Chapter 123 of Title 28, United States Code, Sections
          1911-1930 of the Judicial Procedures Code; and

      (d) all Intercompany Claims afforded priority pursuant to
          Section 364(e)(1) of the Bankruptcy Code or the Cash
          Management Order.

   In addition, Section 503(b) of the Bankruptcy Code provides
   for payment of compensation or reimbursement of expenses to
   creditors and other entities making a substantial contribution
   to a Chapter 11 case and to attorneys and other professional
   advisors representing the entities.  The amounts, if any, that
   the entities will seek or may seek for compensation or
   reimbursement are not known by the Debtors at this time.
   Requests for the compensation or reimbursement must be
   approved by the Bankruptcy Court after notice and a hearing at
   which the Debtors, the Liquidation Trust, the Litigation Trust
   and other parties-in-interest may participate and, if
   appropriate, object to the allowance of any compensation or
   reimbursement.

   Objections to the requests must be filed and served on the
   Debtors or the Liquidation Trust and the requesting party by
   the later of:

      (a) 120 days after the Effective Date, or

      (b) 60 days after the filing of the applicable request for
          payment of Administrative Claims.

C. Ordinary Course Liabilities

   Administrative Claim Holders based on liabilities incurred by
   a Debtor in the ordinary course of its business, including
   Administrative Trade Claims, Administrative Claims of
   governmental units for Taxes and Administrative Claims arising
   from or under those contracts and leases entered into or
   assumed after the Petition Date will be paid by the applicable
   Debtor or the Liquidation Trust or the Litigation Trust
   pursuant to the terms and conditions of the particular
   transaction giving rise to the Administrative Claims, without
   further action by the holders of the Administrative Claims.

                       Priority Tax Claims

Pursuant to Section 1129(a)(9)(C) of the Bankruptcy Code, unless
otherwise agreed by the Priority Tax Claim Holder and the
applicable Debtor or the Liquidation Trust, each Allowed Priority
Tax Claim Holder will receive, in full satisfaction of its
Allowed Priority Tax Claim, payment in full in Cash either:

   (a) on the Effective Date, or

   (b) in deferred Cash payments over a period not exceeding six
       years from the date of assessment of the Priority Tax
       Claim.

Deferred payments will be made in equal annual installments of
principal, plus simple interest, accruing from the Effective Date
at a rate equal to the effective yield on the three-month
treasury bill sold at the auction immediately preceding the
Effective Date, on the unpaid portion of each Allowed Priority
Tax Claim.

Unless otherwise agreed by the Priority Tax Claim Holder and the
applicable Debtor or the Liquidation Trust, the first payment on
account of the Priority Tax Claim will be payable one year after
the Effective Date or, if the Priority Tax Claim is not allowed
within one year after the Effective Date, within 30 days after
the date on which:

   (1) an order allowing the Priority Tax Claim becomes a Final
       Order, or

   (2) a Stipulation of Amount and Nature of Claim is executed by
       the applicable Debtor or the Liquidation Trust and the
       holder of the Priority Tax Claim; provided, however, that
       the Debtors or the Liquidation Trust will have the right
       to pay any Allowed Priority Tax Claim or any remaining
       balance of the Priority Tax Claim, in full at any time on
       or after the Effective Date, without premium or penalty.

The Allowed Priority Tax Claim Holder will not be entitled to
receive any payment on account of any penalty arising with
respect to or in connection with the Allowed Priority Tax
Claim.  Any Claim or demand for any penalty will be subject to
treatment in Class C-10, and the Allowed Priority Tax Claim
Holder may not assess or attempt to collect penalty from the
Debtors or the Liquidation Trust or the Litigation Trust or their
property. (National Century Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISITE INC: Appoints Martin & Scott to Senior Management Team
---------------------------------------------------------------
NaviSite, Inc. (NASDAQ: NAVI), a leading provider of managed
application, infrastructure and messaging services, announced two
new appointments to its senior management team.

Denis Martin, Vice President of Products and Services, has been
appointed to the newly created position of Senior Vice President,
Corporate Development. Will Scott, Vice President of Application
Services, will succeed Mr. Martin as Vice President, Product
Management.

     Denis Martin, Senior Vice President, Corporate Development

Denis Martin has been appointed Senior Vice President of Corporate
Development, a role that reflects Denis' continued contributions
to NaviSite's strategic direction, including acquisition activity,
and product, service, and channel development. Martin brings 20
years of business experience and has served in several positions
in the company, most recently as Vice President of Products and
Services. He has extensive experience in network-based computing
and outsourced delivery of business solutions with enhanced
managed services.

Before joining NaviSite, Martin managed the national hosting and
application services organization for AppliedTheory, Inc. A co-
founder of AppliedTheory, he was instrumental in the development
of the company's managed service offering by combining traditional
hosting services with application development, integration and
support services.

Martin had served as Senior Director of software engineering at
AppliedTheory's predecessor, NYSERNet, the world's first regional
Internet service provider. Prior to joining NYSERNet, he acted as
a consultant to several state and federal agencies to develop
network and application programs at local, state and national
levels.

         Will Scott, Vice President, Products and Services

As Vice President of Products and Services, Will Scott will direct
the ongoing consolidation and development of NaviSite's Product
and Services portfolio. Scott will continue to develop NaviSite's
reputation for delivering customer-focused industry leading
services to the market for NaviSite's Application, Infrastructure
and Messaging service lines. He will be instrumental in developing
and maintaining NaviSite's thought leadership and business-focused
solutions in target vertical industries. Scott has previously
served as Vice President for the company's Professional and
Application Services offerings.

A seasoned executive, Scott has extensive experience in the
outsourcing and technology industries and previously held senior
positions at Cap Gemini Ernst & Young, Inspired Broadcast Networks
and Ebeon.

Founded in 1997, NaviSite, Inc, (NASDAQ: NAVI) is a leading
provider of application, messaging and infrastructure management
services for more than 800 customers consisting of mid-market
enterprises, divisions of large multinational companies, and
government agencies. For more information, visit
http://www.navisite.com

Navisite Inc.'s April 30, 2003 balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of about $6 million.


NEW MEXICO SOFTWARE: Settles Obligation to Eisner & Company LLP
---------------------------------------------------------------
New Mexico Software, Inc. (OTC Bulletin Board: NMXS), a leading
provider of next generation digital asset management solutions,
has settled in full the obligation to its previous auditor Eisner
& Company LLP. The matter was resolved on an amicable basis.

New Mexico CEO Dick Govatski said, "I am pleased that we have
settled this significant obligation. We now are working to settle
the remaining obligations for all past due accounts. The financial
restructuring of our company we started this year is allowing us
to move forward. Cash flow is significantly improving as we
continue to see gains in our business."

In other company news, New Mexico Software announces the fifth
annual open house for investors, customers, and the media on
Friday, October 3 at the company's headquarters at 5041 Indian
School Road NE, Albuquerque, NM 87110 from 3 pm to 9 pm. Each
year, prior to the beginning of the Albuquerque International
Balloon festival, the company extends an invitation to the public
to tour their facilities and meet with the company employees. This
year the company will feature the band Pike Street, along with
other musical entertainment at the open house. Please RSVP - 505-
255-1999 ext 1005.

New Mexico Software is a leading provider of next generation
digital asset management solutions. NMXS is the only public
company providing full professional services for companies to
better digitize, encode, store, manage, license, and distribute
digital files with 100% owned and operated software. The company
offers two software products including the Digital Filing Cabinet,
and AssetWare(TM), which provides enterprise-level digital asset
management.

For more information on New Mexico Software go to
http://www.nmxs.com


NORTHWEST GOLD: Taps Singer Lewack to Replace Grant Thornton LLP
----------------------------------------------------------------
Effective September 2, 2003, the firm of Grant Thornton, LLP,
Northwest Gold Inc.'s independent accountant for its fiscal  year
ended December 31, 2002, was dismissed as a result of a change in
control of the Company.  Grant Thornton had audited the Company's
financial statements for its fiscal years ended December 31, 2002
and 2001.

Grant Thornton's report contained a separate paragraph stating
that "the accompanying financial statements have been prepared
assuming that Northwest Gold will continue as a going
concern...[T]he Company has incurred operating losses and has a
significant accumulated deficit, matters that raise substantial
doubt about its ability to continue as a going concern...The
financial statements do not include any adjustments relating to
the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result
should the Company be unable to continue as a going concern."

The Company has retained the firm of Singer Lewack Greenbaum &
Goldstein LLP, Los Angeles, California, to audit its financial
statement for its fiscal year ending December 31, 2003. This
change in independent accountants was approved by the Board of
Directors of the Company.


NRG ENERGY: Establishes September 29, 2003 as Voting Record Date
----------------------------------------------------------------
NRG Energy, Inc., announced that September 29, 2003 has been set
as the Voting Record Date for determining the eligibility of
holders of certain NRG notes to vote on the company's Third
Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code for the Debtors, as may be amended.

The September 29, 2003 record date is applicable to holders of
these NRG debt issues:

     -- 6.75% Senior Notes due July 15, 2006;
     -- 7.50% Senior Notes due June 15, 2007;
     -- 7.50% Senior Notes due June 1, 2009;
     -- 7.625% Senior Notes due February 1, 2006;
     -- 7.75% Senior Notes due April 1, 2011;
     -- 7.97% Senior Notes (ROARS) due March 15, 2020;
     -- 8.00% Senior Notes (ROARS) due November 1, 2013;
     -- 8.25% Senior Notes due September 15, 2010;
     -- 8.625% Senior Notes due April 1, 2031;
     -- 6.50% Debentures due May 16, 2006; and
     -- 8.70% Senior Notes due March 15, 2005.

In addition, as detailed in the company's Third Amended Disclosure
Statement for the Joint Plan of Reorganization under Chapter 11 of
the Bankruptcy Code for the Debtors, the right to make certain
elections as part of the balloting process will be tied to the
Voting Record Date.

Copies of the Disclosure Statement and the Plan of Reorganization
will be made available on the website of NRG's claims agent,
Kurtzman Carson Consultants LLC, at http://www.kccllc.netand may
be obtained by calling 866.381.9100.

In May 2003, NRG Energy, Inc. and certain of its subsidiaries,
including NRG-PMI, filed voluntary bankruptcy petitions in U.S.
Bankruptcy Court in the Southern District of New York.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


OGLEBAY NORTON: Intends to Sell Lime and Mica Operations
--------------------------------------------------------
As part of its ongoing business restructuring, the management of
Oglebay Norton Company (Nasdaq: OGLE) announced its intention to
sell the company's lime and mica operations.

"Our lime and mica operations are solid businesses with
outstanding people, quality products and strong customer bases,"
said Oglebay Norton President and Chief Executive Officer Michael
D. Lundin. "Our decision to sell them is a strategic part of
management's plan to permanently reduce long-term debt and improve
our balance sheet. Going forward, we intend to focus our energies
on a smaller set of core businesses and believe our limestone and
limestone fillers operations offer the most significant business
development opportunities."

Oglebay Norton's lime operations have contributed approximately
$80 million in sales and $16 million in EBITDA (earnings before
interest, taxes, depreciation, and amortization -- see Note below)
annually over the last several years as part of the company's
Global Stone segment. The operations supply a diverse customer
base across a variety of end markets, including environmental,
construction, specialty chemicals, metallurgical, agriculture, and
building materials. Currently, Oglebay Norton ranks as the
nation's fifth largest producer of lime. The company's lime
facilities are located in Strasburg, Middletown and Winchester,
Virginia; Macon, Georgia; Marble City, Oklahoma; and Luttrell,
Tennessee.

Oglebay Norton's mica operations have contributed approximately
$15 million in sales and $2.3 million in EBITDA annually over the
last several years as part of the company's Performance Minerals
segment. Mica is used as filler in joint compound and other
building materials, paint and coatings, automotive sound-deadening
materials, plastics, and cosmetics. Oglebay Norton is currently
the nation's largest producer of muscovite mica. The company's
mica facilities are located in Kings Mountain, North Carolina, and
Velarde, New Mexico.

As reported earlier, the company has engaged Harris Williams & Co.
to assist with the sale of certain company assets. Interested
parties are asked to contact Harris Williams & Co. at 804-648-
0072, or http://www.harriswilliams.com

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


OXFORD AUTOMOTIVE: Expands Greencastle, Ind. Manufacturing Plant
----------------------------------------------------------------
Oxford Automotive, Inc., a $1 billion Tier 1 supplier of
engineered metal components, assemblies and modules to the
automotive industry worldwide, announced a 6,000-sq. ft.
expansion of its manufacturing facility in Greencastle, Ind.
plant.

The expansion will bring the total square footage of the plant to
220,000. Construction on the $500,000 expansion, a result of new
business won by Oxford Automotive from OEMs in the area, will
start immediately with a Dec. 1 target date for completion.

The company's Greencastle plant manufactures control arms,
suspension supports, shock towers, coil spring seats, and sunroof
panels.

Oxford Automotive, Inc. (S&P, B+ Corporate Credit Rating,
Negative), with headquarters in Troy, Mich., is a leading Tier 1
supplier of specialized metal-formed assemblies and related
services. The company, which is privately held, currently has
7,200 employees at 33 locations in nine countries, with technology
centers in the United States, France, Germany and Italy.  Annual
sales in 2002 were $1 billion.


PACIFIC AEROSPACE: Will Hold Special Shareholders Meeting in Nov.
-----------------------------------------------------------------
The Special Meeting of Shareholders of Pacific Aerospace &
Electronics, Inc., a Washington corporation, will be held at the
offices of Davis Wright Tremaine LLP, located at 2600 Century
Square, 1501 Fourth Avenue, Seattle, Washington, on a date in
November yet to be announced, at 9:00 a.m. Pacific Standard Time,
for the following purposes:

    1.  To elect four members of the Board of Directors to serve
        until the next annual meeting of shareholders or until
        their respective successors are duly elected and
        qualified;

    2.  To approve a 1-for-11,000 reverse stock split of the
        Company's then authorized, issued and outstanding shares
        of common stock and a decrease in the authorized common
        stock of the Company (without affecting the per share par
        value). The Reverse Split is proposed for the purpose of
        terminating the Company's reporting obligations under the
        Securities Exchange Act of 1934, as amended.

    3.  To ratify the appointment of KPMG LLP as the independent
        auditors of the Company for the fiscal year ending May 31,
        2004; and

    4.  To transact any other business that may properly come
        before the Special Meeting.

Currently, the Board of Directors is not aware of any other
business to come before the Special Meeting.  Only shareholders of
record on September 3, 2003, are entitled to notice of, and to
vote at, the Special Meeting or any adjournments of the meeting.

                         *      *      *

            Liquidity and Going Concern Uncertainty

In its Form 10-K filed for the year ended May 31, 2003, Pacific
Aerospace & Electronics reported:

"We reported a net loss of $75,720,000 for our fiscal year ended
May 31, 2001, net income of $4,525,000 for our fiscal year ended
May 31, 2002, and a net loss of $11,742,000 for our fiscal year
ended May 31, 2003. We believe that we will continue to incur net
losses during fiscal 2004 and that such losses may be substantial.
We can offer no assurance that we will achieve profitable
operations. Our ability to reach profitability in the future will
depend on many factors, including our ability to finance working
capital and to realize acceptable gross profits on the products we
sell. Future profitability will also depend on our ability to
develop new products, the degree of market acceptance of our
existing and new products, and the level of competition in the
markets in which we operate. If we continue to incur net losses,
our cash flow position could be further damaged, our operations
could be jeopardized and our stock price could decrease. In
protracted or severe instances we may be unable to meet our
obligations as they come due, and any failure to do so would
materially and adversely affect any investment in the Company.

"Our inability to generate cash if and when needed could severely
impact our ability to continue as a going concern.

"Our consolidated financial statements have been prepared assuming
that we will continue as a going concern. However, our independent
auditors in their most recent report stated that Pacific Aerospace
has suffered recurring losses from operations and has a net
capital deficiency which raise substantial doubt about our ability
to continue as a going concern. Our consolidated financial
statements do not include any adjustments that might result from
the outcome of that uncertainty. If we are not sufficiently
successful in generating cash from operating activities, we may
need to sell additional common stock or other securities, or we
may need to sell assets outside the ordinary course of business.
If we need to dispose of assets outside of the ordinary course of
business to generate cash, we may not be able to realize the
carrying values of those assets upon liquidation. If we are unable
to generate the necessary cash, we could be unable to continue
operations."

The Company is an engineering and manufacturing company with
operations in the United States and the United Kingdom. The
Company designs, manufactures and sells components and
subassemblies used in technically demanding environments. Products
that it produces primarily for the aerospace, defense and
transportation industries include machined, cast and formed metal
parts and subassemblies, using aluminum, titanium, magnesium and
other metals. Products that the Company produces primarily for the
defense, electronics, telecommunications and medical industries
include components such as hermetically sealed electrical
connectors, instrument packages and ceramic capacitors, filters
and feedthroughs. Its customers include global leaders in all of
these industries.


PARAGON FINANCIAL: Posts Record Loan Originations of $75M in Aug.
-----------------------------------------------------------------
Paragon Financial Corporation (OTC Bulletin Board: PGNF) announced
that its total loan originations topped $75,000,000 in August, the
eighth straight month of improved loan production, and an amount
almost double the volume posted in January. Significant gains were
experienced by both of the Company's operating entities.

"With annualized volume now closing in on the billion dollar
threshold the Company is well positioned to start taking advantage
of certain economies of scale," said Steve Burleson, Chief
Executive Officer of Paragon Financial. "Our focus to this point
has been on integrating the operations of our acquired businesses,
and enhancing and expanding the senior management team; now we're
ready to intensify our acquisition effort."

Paragon Financial Corporation is a financial services company that
is currently approved to operate in 24 states and the District of
Columbia. The Company is presently focused on the origination of
residential mortgages loans and plans to augment its internal
growth by acquiring other companies in the same or related
industries.

                         *     *     *

On August 26, 2003, the Board of Directors of Paragon Financial
Corporation voted to dismiss BP Professional Group, LLP as its
independent accountants.

The report of BP Professional Group, LLP on the Company's
financial statements for the periods ending December 31, 2002 and
2001 contained doubt about the Company's ability to continue as a
going concern.

During the performance of their review of Paragon's financial
statements for the quarter ended March 31, 2003 and through
August 26, 2003 , BP Professional Group, LLP expressed their
desire to send a letter to the United States Securities and
Exchange Commission seeking confirmation of Paragon's application
of SFAS No. 141, Accounting for Business Combinations, to the
acquisition of PGNF Home Lending Corp, completed on January 31.
2003. Paragon did not feel the letter necessary as the Company
maintained it had properly accounted for the acquisition of PGNF
Home Lending Corp. BP Professional Group, LLP decided to proceed
with the preparation and delivery of the letter to the SEC. Upon
review and discussion of BP Professional Group, LLP's
communication, the SEC determined that no action was necessary in
regards to the accounting treatment for the purchase.


PERRY ELLIS: Completes $150MM 8-7/8% Senior Sub. Debt Offering
--------------------------------------------------------------
Perry Ellis International, Inc., (Nasdaq:PERY) completed its $150
million private offering of 8-7/8% senior subordinated notes due
2013.

The company will use the net proceeds from the offering to redeem
all $100 million of its 12-1/4% senior subordinated notes due
April 2006 at a premium of 106-1/8%.

In addition, approximately $40 million of the proceeds will be
used to reduce the amounts outstanding under the company's
revolving senior credit facility, with the remaining proceeds of
approximately $10 million used to pay the 6-1/8% redemption
premium and other costs associated with the offering. The $100
million 12-1/4% senior subordinated notes will be redeemed on
October 15, 2003.

The company will record a special pre-tax charge to its third
quarter earnings of approximately $7.3 million, or approximately
$0.52 per share, to cover the call premium and other costs
associated with the redemption of the $100 million 12-1/4% notes.
As such, the company is revising its previous guidance for its
fiscal year ending January 31, 2004 from $2.50 per share to
approximately $1.98 per share for the impact of these refinancing
charges.

In conjunction with the new senior subordinated notes, the company
has entered into interest rate swaps that it expects, based on
current interest rates, will reduce its interest rate expense for
next fiscal year by approximately $2.75 million from the level the
company had previously expected to incur had it not refinanced the
$100 million 12-1/4% notes.

"We are very pleased with the success of the note offering," said
Perry Ellis International Chief Financial Officer Tim Page. "With
this transaction, we are continuing to strengthen our balance
sheet and significantly improved our financial flexibility and
reduced our interest expense."

Perry Ellis International, Inc. (S&P, B+ Corporate Credit Rating,
Stable) is a leading designer, distributor and licensor of a broad
line of high quality men's sportswear, including causal and dress
casual shirts, golf sportswear, sweaters, dress casual pants and
shorts, jeans wear, active wear and men's and women's swimwear to
all major levels of retail distribution. The company's portfolio
of brands includes 18 of the leading names in fashion such as
Perry Ellis(R), Jantzen(R), Munsingwear(R), John Henry(R), Grand
Slam(R), Natural Issue(R), Penguin Sport(R), the Havanera Co.(TM),
Axis(R), and Tricots St. Raphael(R). The Company licenses the
Nike(R), Tommy Hilfiger(R), PING(R), Ocean Pacific(R) and
NAUTICA(R) brands. Additional information on PEI is available at
http://www.perryelliscorporate.com


PG&E NATIONAL: Obtains Open-Ended Lease Decision Time Extension
---------------------------------------------------------------
PG&E National Energy Group Inc., and its debtor-affiliates an
open-ended extension of their time to determine whether to assume,
assume and assign, or reject their prepetition nonresidential
real property leases to the effective date of their reorganization
plan. (PG&E National Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PHOTOCHANNEL: Turns to Tangent Management for PR Strategies
-----------------------------------------------------------
PhotoChannel Networks Inc. (TSX-VEN: PNI), a global digital
imaging network company, is pleased to announce that effective
immediately, it has retained the services of Tangent Management
Corp. of Vancouver, BC, to design and implement a comprehensive
public and investor relations strategy.

Tangent's client-driven focus provides superior service in all
areas of their public and investor relations efforts. Tangent's
principals, Steve Smith and Zachery Dingsdale have more than 30
years combined experience in the media, public markets and
financial investor relations.

Tangent, which is arm's-length to Photochannel, has been retained
for a twelve-month term at $7500 per month. In addition to the
monthly fee, subject to the approval of the TSX Venture Exchange,
the Company and Tangent have entered into an incentive share
purchase option agreement whereby Tangent shall be entitled to
acquire up to 750,000 common shares in the capital of the Company
at an exercise price of $0.15 per common share, under the terms to
the Company's Employee Stock Option Plan.

The TSX Venture Exchange has neither approved nor disapproved of
the information contained in this release.

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


PRIME RETAIL: Special Shareholders' Meeting Set for October 30
--------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO) will
hold a special meeting of stockholders on Thursday, October 30,
2003 in Baltimore, Maryland.

The purpose of the Special Meeting will be to consider and approve
the previously announced agreement under which the Company will be
acquired by an affiliate of The Lightstone Group, LLC, a New
Jersey-based real estate company.  The record date for the Special
Meeting is September 23, 2003.  Accordingly, our common
stockholders and preferred stockholders of record as of the close
of business on September 23, 2003 will be entitled to notice of,
and vote at, the Special Meeting.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing and
management of outlet centers throughout the United States.  Prime
Retail currently owns and/or manages 36 outlet centers totaling
approximately 10.2 million square feet of GLA.  Prime Retail also
owns 154,000 square feet of office space.  Prime Retail has been
an owner, operator and a developer of outlet centers since 1988.
For additional information, visit Prime Retail's Web site at
http://www.primeretail.com

                           *  *  *

As reported in the Troubled Company Reporter's August 18, 2003
edition, the Company's liquidity depends on cash provided by
operations and potential capital raising activities such as funds
obtained through borrowings, particularly refinancing of existing
debt, and cash generated through asset sales. Although the Company
believes that estimated cash flows from operations and potential
capital raising activities will be sufficient to satisfy its
scheduled debt service and other obligations and sustain its
operations for the next year, there can be no assurance that it
will be successful in obtaining the required amount of funds for
these items or that the terms of the potential capital raising
activities, if they should occur, will be as favorable as the
Company has experienced in prior periods.

During 2003, the Company's first mortgage and expansion loan (the
"Mega Deal Loan") is anticipated to mature with an optional
prepayment date on November 11, 2003. The Mega Deal Loan, which is
secured by a 13 property collateral pool, had an outstanding
principal balance of approximately $262.1 million as of June 30,
2003 and will require a balloon payment of $260.7 million at the
anticipated maturity date. If the Mega Deal Loan is not satisfied
on the optional prepayment date, its interest rate will increase
by 5.0% to 12.782% and all excess cash flow from the 13 property
collateral pool will be retained by the lender and applied to
principal after payment of interest. Certain
restrictions have been placed upon the Company with respect to
refinancing the Mega Deal Loan in the short term. If the Mega Deal
Loan is not refinanced, the loss of cash flow from the 13 property
collateral pool would eventually have severe consequences on the
Company's ability to fund its operations.

Based on the Company's discussions with various prospective
lenders, it believes a potential shortfall will likely occur with
respect to refinancing the Mega Deal Loan as the Company does not
currently intend to refinance all of the 13 assets. Nevertheless,
the Company believes this shortfall can be alleviated through
potential asset sales and/or other capital raising activities,
including the placement of mezzanine level debt and mortgage debt
on at least one of the assets the Company does not currently plan
on refinancing. The Company cautions that its assumptions are
based on current market conditions and, therefore, are subject to
various risks and uncertainties, including changes in economic
conditions which may adversely impact its ability to refinance the
Mega Deal Loan at favorable rates or in a timely and orderly
fashion and which may adversely impact the Company's ability to
consummate various asset sales or other capital raising
activities.

As previously announced, on July 8, 2003 an affiliate of The
Lightstone Group, LLC, a New Jersey-based real estate company, and
the Company entered into a merger agreement. In connection with
the execution of the Merger Agreement, certain restrictions were
placed on the Company with respect to the refinancing of the Mega
Deal Loan. Specifically, the Company is restricted from
negotiating or discussing the refinancing of the properties
securing the Mega Deal Loan with any lenders until September 15,
2003, at which time the Company is only able to enter into
refinancing discussions with certain enumerated lenders. After
November 11, 2003, the Company may seek refinancing from other
lenders. In addition, the Company is precluded from closing any
loans relating to the Mega Deal Loan until November 11, 2003. This
November 11, 2003 date may be extended until January 11, 2004, at
the election of Lightstone, if Lightstone elects prior to
September 15, 2003 to (i) pay (A) one-half of the additional
interest incurred by the Company between November 11, 2003 and
December 31, 2003, and (B) all of the additional interest incurred
by the Company between January 1, 2004 and January 11, 2004, if so
extended, in respect of the Mega Deal Loan and (ii) loan the
Company any shortfall in cash flow that results from the excess
cash flow restrictions (all excess cash flow from the 13 property
collateral pool will be retained by the lender and applied to
principal after payment of interest) under the Mega Deal Loan that
become effective on November 11, 2003 and thereafter until the
Mega Deal Loan is paid in full.

In addition to the restrictions with respect to the refinancing of
the Mega Deal Loan, pursuant to the terms of the Merger Agreement,
the Company has also agreed to certain conditions pending the
closing of the proposed transaction. These conditions provide for
certain restrictions with respect to the Company's operating and
refinancing activities. These restrictions could adversely affect
the Company's liquidity in addition to its ability to refinance
the Mega Deal Loan in a timely and orderly fashion.

If the Merger Agreement is terminated under certain circumstances,
the Company would be required to make payments to Lightstone
ranging from $3.5 million to $6.0 million which could adversely
affect the Company's liquidity.

In connection with the completion of the sale of six outlet
centers in July 2002, the Company guaranteed to FRIT PRT Bridge
Acquisition LLC (i) a 13% return on its $17.2 million of invested
capital, and (ii) the full return of its invested capital by
December 31, 2003. As of June 30, 2003, the Mandatory Redemption
Obligation was approximately $14.9 million.

The Company continues to seek to generate additional liquidity to
repay the Mandatory Redemption Obligation through (i) the sale of
FRIT's ownership interest in the Bridge Properties and/or (ii) the
placement of additional indebtedness on the Bridge Properties.
There can be no assurance that the Company will be able to
complete such capital raising activities by December 31, 2003 or
that such capital raising activities, if they should occur, will
generate sufficient proceeds to repay the Mandatory Redemption
Obligation in full. Failure to repay the Mandatory Redemption
Obligation by December 31, 2003 would constitute a default, which
would enable FRIT to exercise its rights with respect to the
collateral pledged as security to the guarantee, including some of
the Company's partnership interests in the 13 property collateral
pool under the aforementioned Mega Deal Loan. Because the
Mandatory Redemption Obligation is secured by some of the
Company's partnership interests in the 13 property collateral pool
under the Mega Deal Loan, the Company may be required to repay the
Mandatory Redemption Obligation before, or in connection with, the
refinancing of the Mega Deal Loan. Additionally, any change in
control with respect to the Company accelerates the Mandatory
Redemption Obligation.

In connection with the execution of the Merger Agreement,
Lightstone has agreed to provide sufficient financing, if
necessary, to repay the Mandatory Redemption Obligation in full at
its maturity. The new financing would be at substantially similar
economic terms and conditions as those currently in place for the
Mandatory Redemption Obligation and would have a one-year term.

The Company has fixed rate tax-exempt revenue bonds collateralized
by properties located in Chattanooga, Tennessee which contain (i)
certain covenants, including a minimum debt-service coverage ratio
financial covenant and (ii) cross-default provisions with respect
to certain of its other credit agreements. Based on the operations
of the collateral properties, the Company was not in compliance
with the Financial Covenant for the quarters ended June 30,
September 30 and December 31, 2002. In the event of non-compliance
with the Financial Covenant or default, the holders of the
Chattanooga Bonds had the ability to put such obligations to the
Company at a price equal to par plus accrued interest. On January
31, 2003, the Company entered into an agreement with the
Bondholders. The Forbearance Agreement provides amendments to the
underlying loan and other agreements that enable the Company to be
in compliance with various financial covenants, including the
Financial Covenant. So long as the Company continues to comply
with the provisions of the Forbearance Agreement and is not
otherwise in default of the underlying loan and other documents
through December 31, 2004, the revised financial covenants will
govern. Additionally, certain quarterly tested financial covenants
and other covenants become effective June 30, 2004. Pursuant to
the terms of the Forbearance Agreement, the Company was required
to fund $1.0 million into an escrow account to be used for
conversion of certain of the retail space in the collateral
properties to office space and agreed that an event of default
with respect to the other debt obligations related to the property
would also constitute a default under the Chattanooga Bonds. The
Company funded this required escrow in February 2003. The
outstanding balance of the Chattanooga Bonds was approximately
$17.9 million as of June 30, 2003.

With respect to the Chattanooga Bonds, based on the Company's
current projections, it believes it will not be compliance with
certain quarterly tested financial covenants when they become
effective on June 30, 2004 which would enable the Bondholders to
elect to put the Chattanooga Bonds to the Company at their par
amount plus accrued interest. The Company continues to explore
opportunities to (i) obtain alternative financing from other
financial institutions, (ii) sell the properties securing the
Chattanooga Bonds and (iii) explore other possible capital
transactions in order to generate cash to repay the Chattanooga
Bonds. There can be no assurance that the Company will be able to
complete any such activity sufficient to repay the amount
outstanding under the Chattanooga Bonds in the event the
Bondholders are able and elect to exercise their put rights.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


QUADRAMED CORP: Files 1st and 2nd Quarter Reports on Form 10-Q
--------------------------------------------------------------
On Friday, September 19, 2003, QuadraMed Corporation filed its
Form 10-Q's with the Securities and Exchange Commission for the
quarters ended March 31, 2003 and June 30, 2003.

The Company is now current with its SEC filings and intends to
begin the process of applying for relisting of its Common Stock on
the NASDAQ Stock Market. QuadraMed's delinquencies with its SEC
filings, and its subsequent delisting from NASDAQ, were the result
of the restatement of the Company's financial statements for the
years ended December 31, 1999, 2000, and 2001 that began in the
summer of 2002 and concluded in August of this year.

"I am pleased that the restatement effort and its effect on all of
our SEC filings are now behind us. I am proud of the way we
performed during this period of uncertainty. Now we can focus on
growth. Our customers have remained incredibly loyal to us, our
new products have been well received and we are regaining our
sales momentum rapidly. I hope to be at full stride by year end,"
said Lawrence P. English, QuadraMed's Chairman and Chief Executive
Officer.

QuadraMed's Chief Financial Officer, Charles J. Stahl,
congratulated the finance team for achieving this milestone.
Commenting on the six months ended June 30, 2003 he stated, "We
solved the liquidity crisis brought about by the delisting from
NASDAQ and operating results improved over the course of the first
half of 2003. We generated over $1.0 million of positive cash flow
from operations in the second quarter as a result of lower
restatement costs and strong expense discipline in the operating
units. Now we need to see more revenue and sales."

Revenues for the six months ended June 30, 2003 were $58.7
million, an increase of $5.1 million or 9.7% over the same period
last year. This increase was principally the result of the
Company's acquisition of PDS Pharmacy in June of 2002.

Loss from operations for the six month period ended June 30, 2003
was $13.8 million, an increase of almost $13.0 million over the
same period in the prior year. The majority of this increase was
due to restatement costs of $6.5 million, and an investment in
Research and Development spending of $10.7 million. The loss from
operations for the second quarter was $4.1 million; an improvement
over the first quarter loss of $9.7 million.

Cash (used in) provided by operating activities was ($5.4) million
for the six months ended June 30, 2003. This amount was ($6.4)
million for the first quarter, and $1.0 million for the second
quarter.

A conference call has been has been scheduled for October 8, 2003
at 5:00 PM Eastern Time. Details on how to participate in the call
will be posted on the QuadraMed Web site at
http://www.quadramed.com one week prior to the call.

QuadraMed -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $10 million -- is dedicated
to improving healthcare delivery by providing innovative
healthcare information technology and services. From clinical to
patient information management and revenue cycle to health
information management, QuadraMed delivers real-world solutions
that help healthcare professionals deliver outstanding patient
care with optimum efficiency. Behind our products and services is
a staff of more than 850 professionals whose healthcare experience
has earned QuadraMed the trust and loyalty of its more than 1,500
customers. To find out more about QuadraMed, visit
http://www.quadramed.com


REPRTON ELECTRONICS: Commences OTCBB Trading Effective Sept. 22
---------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: REPT), an
electronics manufacturing services company, reported that its
stock will now be traded on the National Association of Securities
Dealers' Over-the-Counter Bulletin Board (OTCBB) effective on
September 22, 2003.

The Company's common stock was previously traded on the Nasdaq
SmallCap Market but was delisted effective with the opening of
business on September 22, 2003 by action of the Nasdaq Listing
Qualifications Panel. Its trading symbol will not change.

Reptron Electronics, Inc. is an electronics manufacturing services
company providing engineering services, electronics manufacturing
services and display integration services. Reptron Manufacturing
Services offers full electronics manufacturing services including
complex circuit board assembly, complete supply chain services and
manufacturing engineering services to OEMs in a wide variety of
industries. Reptron Display and System Integration provides value-
added display design engineering and system integration services
to OEMs. For more information, access http://www.reptron.com

                         *      *      *

                 Restructuring the 6-3/4% Notes

As reported in Troubled Company Reporter's July 02, 2003 edition,
the Company reached an agreement on a term sheet to restructure
its 6-3/4% Subordinated Convertible Notes due in August, 2004. The
current outstanding balance on the Notes is approximately $76.3
million. The agreement was negotiated with an ad hoc committee of
Noteholders. Conclusion of the understanding reached is subject to
satisfaction of a number of conditions and the negotiation and
execution of definitive agreements.

In February this year, Standard & Poor's Ratings Services lowered
its corporate credit rating on Reptron Electronics Inc. to 'D'
from 'B-' and its subordinated note rating to 'D' from 'CCC',
after the Company failed to make the semiannual interest payment
due on Feb. 1, 2003, on its 6-3/4% convertible bonds.


ROHN INDUSTRIES: Wants More Time to File Schedules & Statements
---------------------------------------------------------------
Rohn Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana to extend
their time to file its schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).

The Debtors point out that due to the complexity of the financial
position, the divergent requirement upon its employees and
management team, and the event that led to the filing of these
cases, they were unable to complete their Schedules and Statements
of Financial Affairs contemporaneously with the filing its
petition. The Debtors estimate that they will need an additional
45 days to complete the Schedules and Statements and needs until
October 31, 2003 to file it with the Court.

Headquartered in Frankfort, Indiana, Rohn Industries, Inc.
manufactures and installs infrastructure components for the
telecommunications industry.  The Company files for chapter 11
protection on September 16, 2003 (Bankr. S.D. Ind. Case No. 03-
17287).  Henry Efroymson, Esq., at Ice Miller Donadio & Ryan
represents the Debtors in their restructuring office.  When the
Company filed for protection from its creditors, it listed
$22,576,661 in total assets and $27,833,458 in total debts.


ROWE INT'L: Bringing-In Van Dyke as Special Purpose Counsel
-----------------------------------------------------------
Rowe International is seeking permission from the U.S. Bankruptcy
Court for the Western District of Michigan to employ Van Dyke,
Gardner, Linn & Burkhart, LLP as Special Purpose Counsel.

The Debtor reports that Van Dyke currently represents and has
represented the Debtor on intellectual property matters.  The
Debtor however, assures the Court that Van Dyke is a
"disinterested person" as that term is defined in the Bankruptcy
Code.

The Debtor points out that Van Dyke's knowledge of the history of
the Debtor and its intellectual legal matters will be crucial to
the success of the Debtor's attempt to reorganize.

If not permitted to retain Van Dyke as special purpose counsel,
the Debtor would be required to locate and hire another law firm
to represent it. Replacement counsel would require considerable
time to become familiar with the Debtor's legal needs regarding
these matters. Thus, the estate would be forced to expend a
considerable amount of money on the fees of replacement counsel
simply to bring them "up to speed" in the matters they would
inherit. There is no reason why the estate should have to bear
such costs, given Van Dyke Gardner's willingness to continue to
represent the Debtor and the acknowledged expertise of Van Dyke
Gardner in the matters for which they are retained.

Frederick S. Burkhard, Esq., will lead the engagement. Van Dyke
will bill the Debtor his current hourly rate of $305 per hour. Mr.
Burkhard adds that paralegals that will assist him in this
representation will be charged $130 per hour.

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.


SENSE TECH.: Exchange Offer Expiry Date Extended to October 6
-------------------------------------------------------------
Sense Technologies Inc. (OTC Bulletin Board: SNSG) is extending
the expiry date of its exchange offer for all of its secured and
unsecured convertible promissory notes outstanding.  The offer
will now expire on Monday, October 6, 2003 at 12:00 midnight
Eastern Time.

As at September 22, 2003, 100% of the Series "A" Convertible
Secured Promissory Notes have been tendered to the company
pursuant to the exchange offer.  In addition, $1,000,000 of the
Convertible Unsecured Notes have been tendered representing 78% of
the total outstanding.  A total of $1,250,000 or 94.3% of the
Convertible Unsecured Notes must be tendered as a condition to the
successful completion of the exchange offer for both the secured
and unsecured convertible promissory notes.

Under the terms of the exchange offer, Holders of Series A
Convertible Secured Notes will have the opportunity to exchange
their notes for new notes maturing in August of 2005.  The new
secured notes will bear interest at 10% per annum and be
convertible into common shares at $0.29 per share.  The new
secured notes will also be redeemable after August 30, 2005, in
whole or in part at the option of the Company upon payment of
principal and interest. Holders of the Convertible Unsecured Notes
will have the opportunity to exchange their notes for Class A
Preferred Shares at a deemed price of $1.00 per share.  The Class
A Preferred Shares will entitle the holders to dividends at the
rate of $0.10 per share annually, and each share may be converted
into common shares at the rate of $0.29 per share.  The Class A
Preferred Shares will be redeemable after August 30, 2005, in
whole or in part at the option of the Company at the rate of $1.00
per share plus unpaid dividends thereon.

Sense Technologies holds exclusive patents on an automotive
Doppler radar system that alerts drivers to potential hazards
while backing.  The Guardian Alert(R) Doppler Awareness System has
a sensor that mounts at the rear of a vehicle and a warning
indicator inside the vehicle.  The system is maintenance free and
can detect objects behind a backing vehicle in all weather and
lighting conditions.  The product can be fitted on existing
vehicles as well as new cars and trucks.  Thousands of Guardian
Alert systems are in use on commercial fleets as well as on
passenger vehicles today.

At May 31, 2003, Sense Technologies' balance sheet shows a working
capital deficit of about $2 million and a total shareholders'
equity deficit of about $2.7 million.


SIMONDS INDUSTRIES: Plans to Merge With International Knife
-----------------------------------------------------------
Simonds Industries Inc., a leading provider of industrial cutting
tools, plans to merge with International Knife and Saw, a leading
provider of industrial knife products.

The merged company, Simonds International Corporation, will have
the premier product offering of cutting tools and related products
in the wood, pulp, paper, metal, and other industries.

In conjunction with the merger, Simonds has also announced a plan
to recapitalize the company that will significantly reduce its
indebtedness, opening the way for renewed investment to continue
its business momentum. Simonds' lenders have unanimously agreed to
a debt for equity exchange in order to accomplish the
recapitalization of the company. Both the merger and
recapitalization are subject to the closing conditions that are
usual for transactions of a similar nature and scope.

Ray Martino, President and Chief Executive Officer of Simonds,
said: "This merger and recapitalization plan is the final phase of
restructuring undertaken by Simonds. The restructuring plan
demonstrates the commitment made to our customers, vendors, and
employees to focus on delivering new products, improving customer
satisfaction, and strengthening the company's financial
structure."

Peter Schweinfurth, Chairman and Interim Chief Executive Officer
of International Knife & Saw, said: "We are very excited about
this merger and the resulting better utilization of factory
capacity, stronger research and development, broader product line,
and improved customer service capability."

Simonds Industries Inc., founded in 1832, is a leading supplier of
cutting tools and related products to the wood, pulp, paper, and
metal markets. For more information, visit http://www.simonds.cc

International Knife and Saw is a leading supplier of industrial
knife products and a broad range of saw and knife products for the
wood, paper, tissue, metal and packaging markets. For more
information visit http://www.iksinc.com

As previously reported, Simonds Industries defaulted on its
semi-annual interest payment under its 10-1/4% Senior Subordinated
Notes due 2008, and as a result of such non-payment, an event of
default exists with respect to those notes under the terms of the
Indenture.


SK GLOBAL: Proposes Uniform Interim Compensation Procedures
-----------------------------------------------------------
SK Global America Inc. proposes to implement uniform procedures
for compensating and reimbursing Court-approved professionals on a
monthly basis.  Scott E. Ratner, Esq., at Togut, Segal & Segal
LLP, in New York, explains that the proposed compensation
procedures will enable all parties to closely monitor
administration costs and assist the Debtor in implementing
efficient cash management procedures.

The Debtor wants the monthly and quarterly compensation and
reimbursement of expenses of the professionals to be structured
as:

A. Monthly Professional Fee Statements

   (a) No later than the 25th day of each month after the month
       for which compensation is sought, each professional will
       file with the Court, a monthly fee statement, and provide
       notice of the Statement to:

          -- SK Global America, Inc.
             100 Parker Plaza
             400 Kelby Street
             Fort Lee, New Jersey 07024
             Attn: Mr. Richard Kim;

          -- Togut, Segal & Segal LLP
             One Penn Plaza
             Suite 3335
             New York, New York 10119
             Attn: Scott E. Ratner, Esq.;

          -- Counsel for the official statutory committee
             unsecured creditors appointed in the Debtor's
             Chapter 11 case and in the event the Committee has
             not been appointed, the Debtor's 20 largest
             unsecured creditors;

          -- McDermott, Will & Emery
             50 Rockefeller Plaza
             New York, New York 10020-1605
             Counsel for Cho Hung Bank
             Attn: Stephen Selbst, Esq.;

          -- Nixon Peabody LLP
             101 Federal Street
             Boston, Massachusetts 02110
             Counsel for Korea Exchange Bank
             Attn: Mark Berman, Esq.;

          -- White & Case
             1155 Avenue Of The Americas
             New York, New York 10036-2700
             Counsel for the Foreign Bank Steering Committee
             Attn: Evan Hollander, Esq.; and

          -- The United States Trustee
             33 Whitehall Street, 21st Floor
             New York, New York 10004
             Attn: Greg Zipes, Esq.;

   (b) Each Monthly Statement must contain a list of the
       individuals, and their titles, who provided services
       during the period covered by the Monthly Statement, their
       billing rates, the aggregate hours spent by each
       individual, a reasonably detailed breakdown of the
       disbursements incurred, and contemporaneously maintained
       time entries for each individual in increments of tenths
       of an hour.

       No professional should seek reimbursement of an expense
       that would otherwise not be allowed pursuant to the
       Court's Administrative Orders dated June 24, 1991 and
       April 21, 1995, or the United States Trustee Guidelines
       for Reviewing Applications for Compensation and
       Reimbursement of Expenses Filed under Section 330 of the
       Bankruptcy Code dated January 30, 1996;

   (c) Each Monthly Fee Statement and any notice of it will
       clearly and conspicuously display the deadline to timely
       file an objection, set 20 days after the Monthly
       Fee Statement is filed;

   (d) If any party objects to the Monthly Fee Statement, the
       objecting party must timely and properly file with the
       Court, on or before the monthly objection deadline, a
       written statement of its objection that sets forth the
       precise nature of the objection and the specific amount of
       objectionable fees or expenses at issue, and serve the
       Objection on the affected professional and the Notice
       Parties;

   (e) If an Objection is filed, the Affected Professional may
       file a reply to the Objection.  The Objecting Party and
       the Affected Professional will then proceed to make good
       faith attempts to resolve the Objection on a consensual
       basis.  If the parties are unable to resolve the Objection
       in good faith within 15 days after the Objection is filed
       with the Court, the Affected Professional may request for
       the Court to set a hearing to consider the Objection;

   (f) If no Objection to a Monthly Fee Statement has been filed
       prior to the relevant Objection Deadline, the Debtor will
       be authorized to pay each Professional an amount equal to
       80% of the fees and 100% of the expenses requested in the
       Monthly Fee Statement.  To the extent that there is an
       Objection to a portion of the Monthly Fee Statement, the
       Affected Professional will file with the Court and serve
       on the Debtor and its counsel, a certification indicating
       that there has been an Objection only to a portion of the
       Application and stating the total fees and expenses in
       the Statement not subject to an Objection.  After the
       filing, the Debtor will be authorized to pay the Affected
       Professional an amount equal to 80% of the fees and 100%
       of the expenses not subject to an Objection; and

   (g) A pending objection to a Monthly Fee Statement will not
       disqualify a Professional from the future payment of
       compensation or reimbursement of expenses that are
       requested in accordance with the Compensation Procedures.

B. Quarterly Professional Fee Applications

   (a) Beginning with the Petition Date through October 31, 2003,
       and every 120 days thereafter, each Professional will file
       with the Court, within 45 days of the end of the Quarterly
       Fee Period, a quarterly fee application for interim court
       approval and allowance of 100% of the compensation and
       expense reimbursement sought in the Monthly Fee Statements
       filed during the Quarterly Fee Period.  Each Professional
       will contemporaneously provide notice of the Quarterly Fee
       Application to the Notice Parties;

   (b) Any Professional that fails to file a Quarterly Fee
       Application when due will be ineligible to receive
       payments of any fees or expenses under these Compensation
       Procedures until the Professional has complied;

   (c) Each Professional is required to serve a copy of each
       interim or final fee application only on:

        -- the Debtor;

        -- the Debtor's counsel;

        -- counsel to the Committee and the Debtor's 20 largest
           unsecured creditors, to the extent a Committee is not
           appointed;

        -- the United States Trustee; and

        -- those parties having filed a notice of appearance in
           this case and request for service of pleadings; and

   (d) A pending objection to a Quarterly Fee Application will
       not disqualify a Professional from the future payment of
       compensation or reimbursement of expenses that are
       requested in accordance with the Compensation Procedures.

C. Reimbursement of Committee Members' Expenses

   Each member, excluding ex officio members, of any Official
   Committee will submit statements of expenses and supporting
   vouchers to the Committee's counsel.  Counsel to each
   Committee will then separately identify their Committee
   members' request for reimbursement in the Committee's Monthly
   Fee Statements and Quarterly Fee Applications to be filed in
   accordance with these Compensation Procedures.  The expenses
   of the Committee members will be approved in accordance with
   the Compensation Procedures.

D. Monthly Operating Reports

   The Debtor will list and itemize all payments to Professionals
   and members of any Committee in their monthly operating
   reports.

Accordingly, the Debtor asks the Court to approve the proposed
interim compensation procedures pursuant to Sections 105(a) and
331 of the Bankruptcy Code.  In addition, the Debtor seeks the
Court's permission to limit the notice of hearings to consider
interim applications to:

   (a) their counsel;

   (b) counsel to the Committee and, in the event a Committee is
       not appointed, the Debtor's 20 largest unsecured
       creditors;

   (c) the United States Trustee; and

   (d) all parties who have filed a notice of appearance with the
       Clerk of the Court and requested the notice. (SK Global
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SMART WORLD: Debtors Appeal Juno Settlement Decision
----------------------------------------------------
J. Alex Kress, Esq., at Riker, Danzig, Scherer, Hyland &
Perretti LLP, serving as Special Litigation Counsel to Smart
World Technologies, LLC, Freewwweb, LLC, and Smart World
Communications, Inc., tells the the U.S. Bankruptcy Court for the
Southern District of New York that his debtor clients will ask the
District Court to review the propriety of a settlement pact among
the Company's Official Committee of Unsecured Creditors, Juno
Online Services, Inc., MCI WorldCom Network Services, Inc., and
UUNet Technologies, Inc.  Mr. Kress' debtor clients didn't consent
to the settlement and believe it's way too low.

The Debtors put seven questions before the District Court for
review:

(1) Whether the Bankruptcy Court erred in authorizing the
     Official Committee of Unsecured Creditors, MCI WorldCom
     Network Services, Inc. and UUNET Technologies, Inc. to employ
     the power of a "trustee" under Federal Rule of Bankruptcy
     Procedure 9019 to settle, over the Debtors' opposition, a
     litigation which the Debtors were ready, willing and able to
     litigate, desired to continue and were actively litigating,
     to the extent permitted by the Bankruptcy Court?

(2) Whether the Bankruptcy Court erred in approving a settlement
     of the Debtors' claims against Juno Online Services, Inc.
     with a potential value of $50,000,000 or more for $5,000,000,
     i.e. only $1,000,000 more than the amount Juno owed the
     Debtors based on the qualified subscribers Juno concededly
     received pursuant to its agreements with the Debtors?

(3) Whether the Bankruptcy Court erred in approving the
     settlement without adequately exploring the merits of the
     Debtors' claims, the prospects of litigating those claims and
     the fairness of the compromise as required by Protective
     Committee of TMT v. Anderson, 39 U.S. 414, 440-41 (1968)?

(4) Whether the Bankruptcy Court erred in approving the
     settlement when the Bankruptcy Court had imposed a two and
     one-half year stay of discovery and had denied the Debtors
     any discovery with respect to the motion to approve the
     settlement?

(5) Whether the Bankruptcy Court erred in approving the
     settlement when it had denied the Debtors' repeated requests
     to recommence the litigation?

(6) Whether the Bankruptcy Court erred in approving the
     settlement based on the uncorroborated statements of the
     movants' counsel and the testimony of the Juno's in-house
     counsel who had no unprivileged knowledge of the facts
     underlying the litigation?

(7) Whether the Bankruptcy Court erred in approving the
     settlement when it disregarded and refused to admit the
     testimony and documentary evidence proffered by the Debtors
     to demonstrate the facts underlying the litigation and the
     merits of the Debtors' claims including the amount of damages
     suffered by the Debtors?

                       Bad Settlement

The settlement, the Debtors argue, undermines their effort to
recover sufficient funds not only to pay priority and unsecured
creditors in full, but probably enough to achieve a recovery for
the Debtors' equity security holders!  The Debtors say the Joint
Motion brought by the non-debtor parties to the Bankruptcy Court
provides no basis for the Court to conclude that the proposed
settlement is reasonable and lacks sufficient information to
support the factual findings necessary to approve the
settlement.

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

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

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

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

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

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

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

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

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

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


SPIEGEL GROUP: Hires Keen Realty and Centerpoint to Sell Assets
---------------------------------------------------------------
As part of its ongoing reorganization process, Spiegel, Inc. has
retained Keen Realty, LLC and Centerpoint Development to sell a 4
million+/- sq. ft. distribution facility located at 4545 Fisher
Road in Columbus, Ohio. Offers to purchase the facility are due no
later than November 12, 2003 and offers to lease significant
blocks of the property are due by October 29, 2003.

"The unique design features of this facility allow for multiple
configurations of self-contained units, making it attractive for
both investors and users," said Craig Fox, Keen Realty's Vice
President. "We are currently considering offers for the property
and also are looking at large-scale leasing opportunities," Fox
added. "Given the significant interest we have already seen, we
expect the property to sell quickly and encourage all interested
parties to contact us as soon as possible," he said.

The facility, which was constructed in 1971 and expanded in 1980,
consists of 18 "cores" which can be configured into self-contained
operating units of varying sizes. The facility is fully
temperature controlled, contains 208 truck docks and has ceiling
heights ranging from 17'-30'. 200,000+/- sq. ft. of office space
adjoins the warehousing section of the facility. Set on a 154+/-
acre site, the property has excellent access to all major
transportation routes.

On March 17, 2003, Spiegel, Inc. filed for reorganization under
chapter 11 of the U.S. Bankruptcy Code. Accordingly, all
transactions relating to this facility are subject to Bankruptcy
Court approval.

The company has received approval from the Bankruptcy Court to
retain Keen Realty, LLC to provide real estate consulting,
valuation, disposition and portfolio restructuring services. For
more than 20 years, Keen Realty has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses in bankruptcies, workouts and
restructurings. Other current and recent clients of Keen include
Arthur Andersen, Fruit of the Loom Liquidation Trust, Big V
Holdings, Cooker Restaurants, Country Home Bakers, Cumberland
Farms, Premcor, Fleming Companies, Tommy Hilfiger Retail and The
Warnaco Group.

Centerpoint Development is a Columbus-based development and
commercial brokerage operating in central Ohio. Its principals
have assisted The Spiegel Group in all of its central Ohio real
estate activities for the past 12 years.

For more information regarding the Columbus, Ohio distribution
center facility and other Spiegel Group properties, please visit
Keen's Web site at http://www.keenconsultants.com


TOYS R US: Completes Sale of $400-Million Fifteen-Year Bonds
------------------------------------------------------------
Toys "R" Us, Inc. completed its offering of $400 million of
fifteen-year bonds due October 15, 2018, rated BB+ by Standard &
Poor's with Stable Outlook.

Citigroup, Wachovia Securities, and BNY Capital Markets, Inc. were
the joint lead managers for this sale. The company also sold $400
million of ten-year bonds in early April 2003. These two bond
offerings were issued under the $800 million shelf registration
statement that the company filed with the SEC in March 2003.

Louis Lipschitz, Chief Financial Officer commented, "This bond
offering completes our three-year plan to term out our debt and
thus reduce our dependence on the more volatile short-term debt
markets. In addition, we have completed the pre-funding of our
2004 debt maturities, while ensuring that we have ample liquidity
to meet our obligations.

"Our balance sheet and our liquidity are strong. We ended the
second quarter with no short-term borrowings and more than $900
million in cash. We expect to meet our seasonal borrowing
requirements for the 2003 holiday period without utilizing our
revolving credit facilities. These facilities total $885 million
and consist of a 364-day revolving credit facility for $200
million maturing in May 2004, and our 5-year $685 million
facility, which matures in 2006. Together these facilities
continue to provide significant excess liquidity, which we believe
is desirable during uncertain economic times. We also expect to
have approximately $800 million in cash at the time of our
seasonal peak at the end of the third quarter."

Mr. Lipschitz concluded, "We currently plan for capital
expenditures in 2003 to be below our anticipated depreciation
expense of $330 million. Thus, we believe this year we will
improve upon 2002's $176 million of cash flow from operations net
of capital expenditures. Our enhanced financial condition combined
with our merchandising strategies position us well as we enter the
critical part of our fiscal year."

Toys "R" Us, one of the world's leading retailers of toys,
children's apparel and baby products, currently sells merchandise
through 1,613 stores worldwide: 681 toy stores in the United
States; 558 international toy stores, including licensed and
franchise stores; 188 Babies "R" Us stores, 146 Kids R Us
children's clothing stores, 36 Imaginarium stores, and 4 Geoffrey
stores, and through its Internet sites at http://www.toysrus.com
http://www.babiesrus.com http://www.imaginarium.com and
http://www.giftsrus.com


TRANSWITCH: Fixes Base Share Amount & Note Auto-Conversion Price
----------------------------------------------------------------
TranSwitch Corporation (NASDAQ:TXCC) announced that a conversion
consideration determination period for its exchange offer of new
5.45% Convertible Plus Cash Notes(SM) due September 30, 2007 has
concluded.

Pursuant to the terms of the exchange offer, the base share amount
and the auto-conversion price is to be fixed as of the second
trading day immediately preceding the expiration date of the
exchange offer, which will be September 24, 2003, unless extended
by TranSwitch as permitted by the terms of the exchange offer.

Each Plus Cash Note will be convertible into 182.71 shares of
TranSwitch common stock (the base share amount) plus $500 in cash,
which TranSwitch may elect to pay with shares of its common stock
under certain circumstances. TranSwitch may auto-convert the Plus
Cash Notes any time the closing price of its common stock exceeds
$5.47 for 20 trading days during any consecutive 25 trading day
period, subject to the terms of the Plus Cash Notes.

The base share amount was determined by dividing (i) the result of
subtracting the $500 plus cash amount from $952.38, by (ii) the
simple average of the closing bid price of TranSwitch's common
stock on September 16, 17, 18, 19 and 22, 2003. The auto-
conversion price was determined by dividing (i) the result of
subtracting the $500 plus cash amount from $1,500 by (ii) 182.71,
which is the number of base shares.

On August 27, 2003, TranSwitch commenced an offer to exchange up
to $94.1 million aggregate principal amount of its new convertible
Plus Cash Notes for up to $114.1 million aggregate principal
amount of its currently outstanding 4-1/2% Convertible Notes due
2005.

The Company is also offering holders of its existing notes the
option to indicate their interest to purchase for cash up to an
additional $20 million of the Plus Cash Notes.

The exchange offer is scheduled to expire at 12:00 midnight, New
York City time (EST), on September 24, 2003, unless extended.

U.S. Bancorp Piper Jaffray Inc., is serving as the dealer manager
for the exchange offer and placement agent for the new money
offering. U.S. Bank National Association is serving as the
exchange agent. A prospectus for the exchange offer and new money
offering is available free of charge from the information agent,
Georgeson Shareholder Communications Inc., 17 State Street, 10th
Floor, New York, New York 10004 (800-723-8038). The prospectus
related to the exchange offer and new money offering and the
letter of transmittal and other materials related to the exchange
offer may also be obtained free of charge at the SEC's Web site --
http://www.sec.gov

A tender offer statement, combined registration statement (and the
prospectus included therein), a related letter of transmittal and
other offer documents relating to these securities have been filed
with the Securities and Exchange Commission but the registration
statement has not yet become effective. These documents contain
important information that should be read carefully before any
decision is made with respect to the exchange offer or the new
money offering. These securities may not be exchanged or sold, nor
may offers to exchange or offers to buy them be accepted prior to
the time the registration statement becomes effective.

TranSwitch Corporation (S&P, B- Corporate Credit Rating,
Negative), headquartered in Shelton, Connecticut, is a leading
developer and global supplier of innovative high-speed VLSI
semiconductor solutions - Connectivity Engines(TM) - to original
equipment manufacturers who serve three end-markets: the Worldwide
Public Network Infrastructure, the Internet Infrastructure, and
corporate Wide Area Networks. Combining its in-depth understanding
of applicable global communication standards and its world-class
expertise in semiconductor design, TranSwitch Corporation
implements communications standards in VLSI solutions which
deliver high levels of performance. Committed to providing high-
quality products and service, TranSwitch is ISO 9001 - 2000
registered. Detailed information on TranSwitch products, news
announcements, seminars, service and support is available on
TranSwitch's home page at the World Wide Web site -
http://www.transwitch.com


UNITED AIRLINES: Asks Court to Disallow $4BB of Duplicate Claims
----------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, reports that to
date, approximately 42,943 proofs of claim have been filed
against the Debtors.  The United Airlines Debtors object to 908
Claims.

The Debtors determined that certain proofs of claim assert
duplicate claims for a single liability.  In some cases,
creditors filed identical Proofs of Claim asserting the same
Claim against the Debtors.  Creditors are not entitled to
multiple recoveries for a single liability against a debtor.
Accordingly, as a bookkeeping matter, the Debtors ask the Court
to disallow 880 Duplicate Claims totaling $4,259,784,128 from the
claims register.  Surviving Claims will not be affected by this
objection.  Among the Duplicate Claims are:

Name               Duplicate Amount          Surviving Amount
----               ----------------          ----------------
Michael Allum            $3,000,000                $3,000,000
Sheryl Bauch              1,000,000                 1,000,000
Arnold Bernard            1,000,000                 1,000,000
Floyd Bost                2,000,000                 2,000,000
James Brannen             1,500,000                 1,500,000
Brian McMannus & Assoc.   2,657,000                 2,657,000
City of Chicago           2,420,791                 2,420,791
State of Colorado         7,544,776                 7,544,776
Denver Int'l Airport    275,054,860               275,054,860
Dolan Law Firm            1,856,367                 1,856,367
John Foster               2,252,648                 2,252,648
Patricia Guter            4,000,000                 4,000,000
Sandra Huff           1,000,000,000             1,000,000,000
I.R.S.                   68,127,382                68,127,382
Jeanna Kellerman          1,000,000                 1,000,000
Virginia Kirschner        1,064,801                 1,064,801
Los Angeles County       11,284,711                11,284,711
Ellen Mariani            50,000,000                50,000,000
Barry McIntyre            2,493,648                 2,493,648
MCI WorldCom              1,047,685                 1,047,685
Craig Musa            2,000,000,000             2,000,000,000
State of New Jersey      15,019,696                15,019,696
Alvin Pierce              1,000,000                 1,000,000
R2 Investments           18,840,000                18,840,000
Esther Rodriguez         50,000,000                50,000,000
Ronald Katz Licensing    38,861,060                38,861,060
Heidi Schrader            5,000,000                 5,000,000
Selective Insurance Co.   2,000,000                 2,000,000
John Shanta               3,850,000                 3,850,000
SkyWest Airlines         13,549,405                13,549,405
Robert Spielman           3,000,000                 3,000,000
Linda Thorpe             10,000,000                10,000,000
Wells Fargo             584,000,000               584,000,000
WestLB AG Tokyo Branch   20,564,345                20,564,345

The Debtors also ask Judge Wedoff to reduce 28 claims pursuant to
Sections 502(b)(1) and 507 of the Bankruptcy Code.  These Claims
are filed for amounts that differ from the amounts reflected on
the Debtors' books and records.  After a thorough review, the
Debtors are convinced that the amount of each claim is overstated.
The Claims are based on retroactive pay obligations arising under
the Debtors' collective bargaining agreement with IAM-represented
employees.  The Debtors have been making payments based on these
calculations for many months and have not received objections to
these calculations.  Among the Claims to be reduced are:

Name                   Claimed Amount    Reduced Amount
----                   --------------    --------------
Andy Cox                   $5,110,039            $4,259
Reilys Julio          777,777,777,778             3,888
Mark Limond             5,000,009,000             8,407
Elder Mendez          997,997,997,998             4,989
Ronald Miltenberger   809,809,809,810             3,049
Charles Mitchell           16,000,000            10,086
Fatiha Rouabah        988,988,988,988             4,941
Michael Ward              500,000,000            11,000

The Claims were asserted in various priorities:

Name                   Claimed Amount    Reduced Amount
----                   --------------    --------------
Priority               $5,000,197,990                $0
Secured             2,376,908,243,919           195,312
Unsecured             997,998,086,544            15,830
                       --------------    --------------
  Total            $3,379,906,538,453          $210,941

Objecting parties should file a response.  If the Debtors are
unable to resolve the response, the Debtors request that each
disputed Claim constitute a separate contested matter as
contemplated by Rule 9014 of the Federal Rules on Bankruptcy
Procedure. (United Airlines Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VIEWLOCITY INC: Inks Definitive Merger Agreement with Viesta
------------------------------------------------------------
Viewlocity, Inc. (OTC:VLCY), a provider of supply chain management
software that helps enterprises execute operations more
effectively, has signed a definitive agreement to be acquired by
Viesta Corporation in a merger with a wholly-owned subsidiary of
Viesta. Viesta is a newly formed corporation created for the
purposes of this transaction.

In connection with the transaction, Viesta, and Viewlocity, Inc.
as its wholly-owned subsidiary following the merger, will receive
significant new equity financing from an affiliate of Investcorp.
Investcorp is a global investment group with a 20-year track
record of investing in North America and Europe.

"We liked Viewlocity's customer-focused culture," said Savio Tung
from Investcorp. "We think there is a real potential for them to
become a future leader in the supply chain software space, and
look forward to helping them build the business and increase their
market presence."

Under the terms of the Merger Agreement, Viesta will pay only
nominal consideration to the holders of Viewlocity's outstanding
common stock and Series A preferred stock, consisting of an
aggregate of $80.00 to the holders of common stock and an
aggregate of $920.00 to the holders of Viewlocity's Series A
preferred stock. Based on the current number of shares
outstanding, Viewlocity's common shareholders would receive
$0.000083 per share of common stock and its preferred shareholders
would receive $0.000014 per share of Series A preferred stock.
Following the merger, Viewlocity will no longer be publicly traded
or registered with the SEC, and will continue operations as a
privately held subsidiary of Viesta.

Although shareholders of Viewlocity will receive only nominal
consideration in the merger, in light of the Company's financial
position and the limited strategic alternatives available to the
Company, the Board of Directors in the exercise of its fiduciary
duties has concluded that the merger is in the best interests of
the Company's shareholders and creditors and is fair to all
stakeholders of the Company.

Prior to entering into the Merger Agreement, the Company engaged
in discussions with numerous potential third party acquirers and
investors. None of those acquirers expressed an interest in a
transaction that would have provided a more favorable financial
result for the shareholders and creditors of Viewlocity--due
largely to the significant level of Viewlocity's outstanding debt
and other liabilities. In the course of its deliberations, the
Board of Directors concluded that, in the absence of the Merger
Agreement with Viesta, or in the event that the agreement is not
consummated, it is unlikely that the Company would be able to
continue to operate as a going concern. In that event, the
likelihood of creditors of the Company recovering the amounts owed
them by the Company would be significantly diminished. All of the
Company's major creditors have approved the proposed merger
transaction and, in connection with the transaction, certain of
the Company's major creditors have agreed to reduce and
restructure amounts owed to them. These concessions were made by
Viewlocity's creditors in large measure as a result of the promise
of greater financial stability following the merger as a result of
the Investcorp capital infusion into Viesta.

After evaluating these and other factors, a special committee of
the Board of Directors of Viewlocity and the full Board of
Directors approved the merger and the merger agreement. The merger
and the merger agreement also were approved by the shareholders of
Viewlocity pursuant to a written consent in lieu of a meeting, as
permitted by the Company's Articles of Incorporation. In
connection with the transaction and related restructuring, the
Board of Directors of Viewlocity received a fairness opinion from
Harris Nesbitt Gerard, Inc.

The Company intends to file an Information Statement on Schedule
14C with the SEC in connection with the proposed merger, and the
merger cannot be consummated until at least 20 days after the date
of mailing of the Information Statement. In addition, the merger
is subject to the satisfaction or waiver of customary closing
conditions.

             Additional Information and Where to Find It

The Information Statement to be prepared by the Company will
contain important information, and shareholders are urged to read
it carefully. The Information Statement, once it is filed, and
other Company filings with the SEC may be obtained without charge
from the SEC's Web site at http://www.sec.gov or from the
Company.

Viewlocity provides supply chain management software that helps
enterprises execute operations more effectively. Our software
suite is comprised of visibility, event management, and
optimization components that enable companies to optimize their
use of assets and monitor supply chain processes for exceptions.
When exceptions occur the optimal response can be determined,
minimizing disruption to the business. As a result, Viewlocity's
customers can run their businesses with significantly smaller
reserves of inventory, capacity and people, while improving
service levels. To find out how companies like Dell, the Ford
Motor Company, and over 70 other leading companies use its
products to improve their operations, visit its Web site at
http://www.viewlocity.com


WCI COMMUNITIES: Will Present at CSFB Conference on October 9
-------------------------------------------------------------
WCI Communities, Inc. (NYSE:WCI), a leading builder of highly
amenitized lifestyle communities, is scheduled to present at the
Credit Suisse First Boston High Yield Homebuilder Conference in
San Diego, Calif., on Thursday, October 2, 2003. WCI is also
scheduled to present at the Deutsche Bank Annual High Yield
Conference in Scottsdale, Ariz. on Thursday, October 9, 2003.

The slides of the presentations may be viewed at
http://www.wcicommunities.comin the Investor Relations section
beginning Thursday, October 2, 2003. In addition, WCI has updated
its current investor presentation which is available at
http://www.wcicommunities.comin the Investor Relations section of
its Web site.

Based in Bonita Springs, Florida, WCI (S&P, BB- Corporate Credit
Rating, Stable) has been creating amenity-rich, leisure-oriented
master-planned communities for more than 50 years. WCI's award-
winning communities offer primary, retirement, and second home
buyers traditional and tower home choices with prices from the
mid-$100,000s to more than $10 million and currently feature more
than 600 holes of golf and 1,000 boat slips as well as country
club, tennis and recreational facilities. The company also derives
income from its 28-office Prudential Florida WCI Realty division,
its mortgage and title businesses, and its amenities division,
which operates many of the clubhouses, golf courses, restaurants,
and marinas within its 30 communities. The company currently owns
and controls developable land of approximately 14,000 acres.

For more information about WCI and its residential communities
visit http://www.wcicommunities.com


WCI STEEL: Has Until Nov. 13 to File Schedules and Statements
-------------------------------------------------------------
The U.S. Bankruptcy Court for the northern District of Ohio gave
WCI Steel, Inc., and its debtor-affiliates an extension to file
their schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtors have until
November 13, 2003 to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs.

Headquartered in Warren, Ohio, WCI Steel, Inc., is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steels at its Warren, Ohio facility. The Company filed
for chapter 11 protection on September 16, 2003 (Bankr. N.D. Ohio
Case No. 03-44662).  Christine M Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.
represents the Debtors in their restructuring efforts.  As of
April 30, 2003, the Company listed $356,286,000 in total assets
and $620,610,000 in total debts.


WELLS FARGO: Fitch Junks Class II-B5 Notes Rating to C from B
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Wells
Fargo Asset Securities Corporation's mortgage pass-through
certificates, series 2000-2 Wells Fargo Asset Securities
Corporation, mortgage pass-through certificates, series 2000-2
Pool 1:

        -- Class IA affirmed at 'AAA';
        -- Class I-B1 affirmed at 'AAA';
        -- Class I-B2 affirmed at 'AAA';
        -- Class I-B3 affirmed at 'AAA';
        -- Class I-B4 affirmed at 'AA';
        -- Class I-B5 affirmed at 'BBB+'.

Wells Fargo Asset Securities Corporation, mortgage pass-through
certificates, series 2000-2 Pool 2

        -- Class IIA affirmed at 'AAA';
        -- Class II-B1 affirmed at 'AAA';
        -- Class II-B2 affirmed at 'AAA';
        -- Class II-B3 affirmed at 'AA';
        -- Class II-B4 affirmed at 'BBB+';
        -- Class II-B5 downgraded to 'C' from 'B'.

These actions are taken due to the level of losses incurred and
the delinquencies in relation to the applicable credit support
levels as of the Aug. 25, 2003 distribution. The affirmations
indicate credit enhancement consistent with future loss
expectations.


WHEELING-PITTSBURGH: Awards $8 Mill. Contract to Siemens Energy
---------------------------------------------------------------
Siemens Energy & Automation has been awarded a contract for
approximately $8 million dollars from Wheeling Pittsburgh Steel
Company, Wheeling, W.V., to design, supply and construct equipment
for a new melt shop substation, including a static var
compensation system.

The new melt shop, located at Mingo Junction, Ohio, will include a
new AC electric arc furnace and ladle furnace, making WPSC steel
production more cost effective and flexible than before. In
addition to turnkey project services, Siemens will supply
equipment for the substation, including two 200MVA 138/34.5kv
transformers. The new 225MVAR SVC system will reduce voltage
flicker generated by the new furnaces to acceptable limits, and
improve the overall power factor.

WPSC's new SVC will ensure optimum real power input into the
furnace, short tap-to-tap times and maximum production levels --
all factors essential to WPSC as it emerges from bankruptcy.

Siemens was awarded the turnkey project because of its ability to
deliver product and design, engineering and commissioning
services. Siemens also offered the most attractive price for the
much-sought-after project.

Wheeling-Pittsburgh Steel Corporation, headquartered in Wheeling,
West Virginia, is a producer of carbon flat rolled products for
the construction, container, appliance, converter/processor, steel
service center, automotive and other markets. The company's
products include various sheet products such as hot rolled, cold
rolled, hot dipped galvanized, electro-galvanized, black plate and
electrolytic tinplate through a joint venture.


WORLDCOM INC: Asks Court to Quash Subpoena against Mike Capellas
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates ask Judge Gonzalez to
quash a trial subpoena issued by counsel for OZ Management, LLC
and OZF Management LP seeking to compel WorldCom Chief Executive
Officer, Michael D. Capellas, to testify before the Court in
connection with the hearing to confirm the Debtors' proposed
Reorganization Plan.  OZ is a dissenting holder of preferred stock
of Intermedia Communications, Inc.

Joseph S. Allerhand, Esq., at Weil, Gotshal & Manges LLP, in New
York, explains that Mr. Capellas cannot provide any testimony
relevant to any issue in dispute with respect to OZ's objection
to the Plan.  The issuance of the Trial Subpoena is solely a
harassment tactic by an out-of-money equity holder that will
require Mr. Capellas to divert his attention from managing the
Debtors' business for the benefit of all creditors without any
concurrent benefit to the Confirmation Hearing, Mr. Allerhand
says.  The putative justifications for the Trial Subpoena offered
by OZ are not even related to the core issue that the Court must
decide for purposes of the Confirmation Hearing -- whether the
Intermedia Settlement is above the lowest point in the range of
reasonableness.  The interests of all creditors are far better
served at this juncture by permitting Mr. Capellas to focus his
energies on managing the Debtors' businesses.

In connection with its Plan Objection, OZ wants Mr. Capellas'
trial testimony on the reasonableness of the settlement of
certain issues in respect of the validity and enforceability of
the intercompany note issued to Intermedia and payable by
WorldCom, Inc. and other related matters.  Since OZ got involved
over four months ago, Mr. Allerhand relates that Mr. Capellas has
been deposed twice:

   (1) in connection with certain objecting creditors' motion to
       appoint a trustee; and

   (2) in connection with certain objections to the Plan.

Although Mr. Capellas was made available on two prior occasions
and subjected to examination by multiple parties, Mr. Allerhand
notes that OZ did not seek to take the deposition of Mr. Capellas
during the Court-ordered period of fact discovery.  Instead, OZ
requested the deposition of the individual involved in
negotiating the Intermedia Settlement.  The Debtors produced
Terry Savage of Lazard Freres & Co. LLC, the principal negotiator
on their behalf.  OZ deposed Mr. Savage.  Nothing in Mr. Savage's
testimony indicated that Mr. Capellas had any involvement or
independent knowledge of the Intermedia Settlement negotiations.

OZ, which holds Intermedia Senior Debt Claims as well as
preferred shares, was a member of the Ad Hoc Committee of
Intermedia Noteholders that negotiated and ultimately agreed to
the Intermedia Settlement.  Thus, OZ is well aware that Mr.
Capellas had no personal involvement in the protracted
negotiations leading to the Intermedia Settlement.  Instead, Mr.
Capellas relied on a team of professional advisors, including
Weil, Gotshal & Manges LLP, for legal advice, and Lazard, for
financial advice, which participated in the negotiations of the
Intermedia Settlement on the Debtors' behalf.

In a September 12, 2003 telephone conference, OZ's counsel from
Fried Frank Shriver Harris & Jacobson and Boies, Schiller &
Flexner LLP alleged that Mr. Capellas has personal knowledge of
the Intermedia Settlement because:

   (a) Mr. Capellas previously testified that he had a duty to
       ensure that the Debtors' Plan was fair and confirmable;
       and

   (b) Mr. Capellas received a single e-mail message from Seymour
       Preston -- financial advisor to the Ad Hoc Intermedia
       Noteholders Committee -- requesting Mr. Capellas'
       assistance in tracking down certain information about
       postpetition intercompany payables.

Mr. Allerhand contends that the mere fact that Mr. Capellas has
acknowledged that he had a duty to ensure that the Debtors' Plan
was fair and confirmable falls far short of demonstrating that he
was personally involved in the Intermedia Settlement
negotiations. (Worldcom Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


* 10th Annual Aircraft Finance Conference Set for Oct. 27 - 28
--------------------------------------------------------------
With airlines in bankruptcy (or on the edge), the effects of
terrorism threats, SARS and the Iraqi conflict impacting air
travel and the airlines' bottom line, new aircraft financing
strategies have never been in higher demand. In this unstable
market, we are faced with many uncertainties: Have we hit bottom
for aircraft values and lease rates? When will business pick up?
Where will the customer base come from fueling demand for
aircraft? How will manufacturers respond with production? What
financing structures and leasing options are available? Where will
sources of financing for new aircraft demand be found? What
participants in the industry will survive this "perfect storm" and
what new entrants in the industry will capitalize on opportunities
for investment in the current market? How is this industry
affected by the current political and economic climate? What is
the outlook?

To provide today's airline advisors and investors with the right
tools to succeed in this environment, Strategic Research Institute
is pleased to announce the 10th Annual Aircraft Finance
Transactions Conference. This annual event provides key
information and contacts for investors, advisors, and financial
executives in the airline industry. To celebrate our 10th Annual
event, we will be offering this year's program at the Aladdin
Resort & Casino in Las Vegas, NV on October 27 - 28, 2003.

For the first time in ten years, Strategic Research Institute has
structured the two-day conference agenda to be presented in half-
day segments. Through compelling discussions, analytical
presentations, and informative sessions, four major financial
themes facing the commercial aviation industry will be addressed:
New challenges and opportunities; Securing capital in a volatile
market; Bankruptcy, restructuring, and turnaround management; and
International updates. Among these segments, topics will include:
new sources for raising capital; access to public markets for
aircraft finance; airline restructuring and turnaround management;
trading in distressed EETC debt and bankruptcy claims; trends in
ECAs, operating leasing and innovative structures; opportunities
in China and the Middle East: Post-SARS and Post-war; how
manufacturers are financing the capital requirements of airlines;
and a Capetown update on contract drafting practices and
transaction procedures.

During the outstanding networking events, including exclusive
luncheons and a cocktail party at the Aladdin Resort, attendees
will have the opportunity to meet with: AIRLOGIC S.A.; ALSTON &
BIRD LLP; AVIATION CAPITAL GROUP CORP.; AVITAS; BRIGARD & URRUTIA;
CATHAY PACIFIC AIRWAYS LIMITED; CIT AEROSPACE; CITIGROUP GLOBAL
MARKETS; CREDIT SUISSE FIRST BOSTON; DAUGHERTY, FOWLER, PEREGRIN &
HAUGHT; DEBIS AIRFINANCE; ERNST & YOUNG CORPORATE FINANCE LLC;
EUREKA CAPITAL MARKETS LLC; EXIM BANK; FULBRIGHT & JAWORSKI LLP;
GECAS; GREENBERG TRAURIG, P.A.; JUNYI LAW OFFICE; KAYE SCHOLER
LLP; KIRKLAND & ELLIS; LEWIS & ROCA, LLP; MESA AIR GROUP; MOODY'S
INVESTORS SERVICE, INC.; MORTEN BEYER & AGNEW, INC.; OASIS
INTERNATIONAL LEASING (USA), INC.; ROTHSCHILD, INC.; SEABURY
GROUP/SEABURY TRANSPORTATION ADVISORS LLC; STANDARD & POOR'S
RATING SERVICES; TACA; UBS INVESTMENT BANK; US BANCORP PIPER
JAFFRAY; WILLIS LEASE FINANCE CORPORATION; XAVIER, BERNARDES,
BRAGANCA, SOCIEDADE DE ADVOGADOS; and many more.

For information or to register: http://www.srinstitute.com/AIRor
Contact: info@srinstitute.com Phone: 1-888-666-8514 Please mention
key code DPR000683 when registering


* Dewey Ballantine Adds Senior Litigation Attorneys to NY Office
----------------------------------------------------------------
Dewey Ballantine LLP, a leading international law firm, announced
that Jeffrey L. Kessler and David G. Feher have joined the Firm's
Litigation Department as co-chairman and partner, respectively.
Mr. Kessler and Mr. Feher, formerly of Weil, Gothshal & Manges,
are resident in the Firm's New York office.

Mr. Kessler, one of the nation's leading antitrust attorneys and a
prominent sports lawyer, joins Harvey Kurzweil as co-chairman of
Dewey Ballantine's Litigation Department. In addition to
litigating complex antitrust cases and high-profile jury trials,
Mr. Kessler has represented numerous U.S. and international
companies in major civil, criminal and government investigations
in antitrust and trade areas. He successfully defended Matshushita
and JVC against claims of worldwide conspiracy in the landmark
U.S. Supreme Court case Zenith v. Matshushita.

Mr. Kessler's practice includes all aspects of antitrust law,
intellectual property law (including major patent litigation),
international trade law, trade regulation and sports law. He has
litigated some of the most famous sports-antitrust cases in
history, including McNeil v. the NFL, the landmark antitrust jury
trial that led to the establishment of free agency in the National
Football League.

A leading sports lawyer, Mr. Feher has represented the NFL Players
Association and the NBA Players Association as a negotiator in
collective bargaining agreements and has represented other sports
clients in numerous arbitrations and litigation. He has also
represented many U.S. and international companies in antitrust
matters and has extensive experience litigating complex commercial
disputes.

"As our Litigation Department expands into additional practice
areas, we continue to recruit outstanding attorneys from a variety
of disciplines," said Morton A. Pierce, co-chairman elect of the
Management Committee. "Jeffrey and David bring to the Firm
extensive knowledge of complex antitrust law, as well as decades
of experience in sports law. Their backgrounds strengthen our
management team and will further the growth of our Litigation
Department."

"Dewey Ballantine has achieved a tremendous record of success in
complex and challenging litigations," said Kessler. "The
opportunity to work with Harvey Kurzweil and expand the focus of
this group of impressive litigators was central to my decision to
move to the Firm."

A former adjunct professor of law at Fordham Law School, Mr.
Kessler is a member and former Chairman of the International
Antitrust Law Committee of the Antitrust Section of the American
Bar Association and a former member of the governing council. He
was also a founding member of the Board of Advisors of the
Georgetown University Study of Private Antitrust Litigation. A
graduate of Columbia University School of Law, Mr. Kessler also
graduated summa cum laude from Columbia College.

Mr. Feher is a former adjunct professor of law at the Benjamin
Cardozo School. A graduate of Duke University School of Law, he
graduated magna cum laude from Georgetown University.

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 550 attorneys located in New York, Washington,
D.C., Los Angeles, East Palo Alto, Houston, Austin, London,
Warsaw, Budapest, Prague and Frankfurt. Through its network of
offices, the firm handles some of the largest, most complex
corporate transactions, litigation and tax matters in areas such
as M&A, corporate reorganization & bankruptcy, corporate finance,
private equity, antitrust, intellectual property, structured
finance, sports law, project finance, and international trade.
Industry specializations include energy and utilities, healthcare,
insurance, media, consumer and industrial goods, technology,
telecommunications and transportation.


* Fitch Report Says Recovery Rates Return to Historical Norms
-------------------------------------------------------------
Confidence in the much anticipated credit markets recovery has
been buoyed this year by a steep drop in defaults in the credit
sensitive high yield market. Fitch's par based U.S. high yield
default rate ended August at 4.2%, for an annualized rate of just
over 6%, significantly lower than 2002's full-year default rate of
16.4%.

The decline in the default rate, though, is only part of the
positive trend surfacing this year. Investors have also benefited
from a material improvement in recovery rates on this year's
defaulted issues. Through August, the weighted average recovery
rate (Fitch used the price of the defaulted bonds one month after
default as a measure of recovery value) hit 40% of par, the
highest level in over two years and a rate more in line with
historical averages. In 2001, the weighted average recovery rate
on the year's defaults was 30% of par and worse, was just 15% of
par excluding the year's fallen angel defaults. In 2002, the rate
fell to 22% of par and was just slightly better excluding fallen
angel defaults, at 26% of par. This year, the recovery rate was
40% of par even excluding a few small fallen angel defaults.

Certainly, the shrinking pool of telecommunication defaults has
contributed to the improvement in the recovery rates. In 2002, for
example, the average recovery rate for all defaulted issues
outside of telecommunication was 34% of par. But even taking this
industry factor into account, recovery rates have improved this
year. For non telecommunication defaults the weighted average
recovery rate through August was 45% of par, up approximately 30%
from last year's non telecommunication rate of 34%. A number of
factors may be at work in the uptick in recovery values including
greater confidence in economic growth, greater appetite for
distressed and defaulted issues, and of course, simply the unique
characteristics of this year's batch of defaults. For example, a
third of this year's defaults have been concentrated in utilities
and healthcare, both producing recovery rates above 50% of par.
There have also been generally fewer defaults in industries facing
deep structural declines such as the domestic metals and mining
and textiles sectors and of course, telecommunication.

Perhaps even more meaningful, investors have lost little on this
year's defaults. Fitch examined the trading prices of 2003
defaulted issues at the beginning of the year and calculated that
the year's defaults were trading at a weighted average price of
41% of par at the start of 2003. Therefore, on a mark to market
basis, defaults did not cause the par value of the bonds affected
by the defaults to erode much more than their distressed trading
levels at the beginning of the year. In fact, this year marks the
first time since the beginning of the default storm in 2000 that
defaults have not resulted in additional calendar year mark-to-
market losses for investors. In contrast, for example, the
weighted average trading price of 2002 defaults at the beginning
of the year was approximately 46% of par but following default the
same bonds traded down to 22% of par as noted above.

The year to date default rate edged up just slightly in August to
4.2% from July's 4%. The month produced $1.4 billion in defaults,
concentrated in Aurora Foods and Horizon PCS. The trailing twelve
month default rate remained fixed at 7.7% where it landed in July,
notably falling to single digits for the first time in over a
year. The year to date default tally totaled $27.7 billion through
August and the defaulted issuer count reached 74. For the
comparable period in 2002, the par value of defaults through
August was $85.9 billion and the defaulted issuer count was 126.
Going forward, the true measure of whether defaults will decline
further from current levels will depend greatly on a sustained
improvement in credit quality, especially at the lower end of the
rating scale.

The good news is that the deep erosion in credit worth appears to
have slowed considerably this year. For U.S. domiciled high yield
issuers the ratio of par value downgrades to upgrades declined
from 14.1 to 1 in the last quarter of 2002, 7.4 to 1 in the first
quarter of 2003 and 2.5 to 1 in the second quarter of 2003.
Preliminary results for the third quarter suggest a further
improvement. This indicates that we are unlikely to see an
increase in defaults going forward but a note of caution is still
in order, namely that given the still large size of the pool of
bonds rated 'CCC' to 'C', still in excess of $110 billion or
approximately 17% of market value at the end of August, defaults
may very well remain elevated until there is a consistent and
sustainable improvement in credit quality, namely more upgrades
driven by revenue and cash flow growth.

        Overview of the Fitch U.S. High Yield Default Index

Fitch's default index is based on the U.S., dollar denominated,
non-convertible, speculative grade bond market (the rating
equivalent of 'BB+' and below, rated by Fitch or one of the two
other major rating agencies). Fitch includes rated and non-rated,
public bonds and private placements with 144A registration rights.
Defaults include missed coupon or principal payments, bankruptcy,
or distressed exchanges. Default rates are calculated by dividing
the volume of defaulted debt by the average principal volume
outstanding for the period under observation.

Fitch's high yield default studies are available on the Fitch
Ratings Web site at http://www.fitchratings.com


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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