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        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, September 25, 2003, Vol. 7, No. 190

                          Headlines

ADSTAR INC: Fails to Comply with Nasdaq Listing Requirements
ADVANCED GLASSFIBER: Teamsters Union Balks at Management Bonuses
ALLIANCE COMMS: Signs-Up Tisdale & Associates as Attorneys
AMERCO: Court Okays Jefferies & Co. as Committee's Fin'l Advisor
AMN HEALTHCARE: S&P Assigns BB- Corp. Credit & Bank Loan Ratings

AMN HEALTHCARE: Moody's Rates $120MM Secured Term Loan at Ba2
ARMSTRONG HOLDINGS: Designates 5 Trustees for Asbestos PI Trust
ASPECT COMMS: S&P Revises Outlook over Improved Profitability
BEAR STEARNS: Fitch Rates Six Note Class Ratings at Low-B Levels
BELL CANADA INT'L: Reaches Agreement to Settle Vesper Guarantees

BETHLEHEM STEEL: Agrees to Setoff Mutual Debt with Natural Gas
BRIDGE: Plan Administrator Challenges Market Data Corp.'s Claims
BUDGET GROUP: Wants Plan Filing Exclusivity Extended to Nov. 3
BUCKEYE TECHNOLOGIES: Closes $200MM Senior Notes Private Offer
BUCKEYE TECHNOLOGIES: Begins Soliciting Noteholders' Consent

CKE RESTAURANTS: Caps Price of Convertible Subordinated Notes
COVANTA ENERGY: Notes and Securities Under Reorganization Plan
DANA CORP: Chairman and CEO Joe Magliochetti Passes Away
DEUTSCHE FIN'L: Rating Actions Taken on 1997-I & 1998-I Notes
ENRON CORP: US Trustee Amends Creditors' Committee Appointments

EQUIFIN INC: Secures New $1.1-Mil. Capital via Private Placement
FINANCIAL SECURITY: Receiver to Distribute Disgorged Funds
FIRST NATIONWIDE: Fitch Affirms B Rating on Class B-2 Notes
FLEMING COS.: Asks Court to Waive Bank Account Bond Requirement
FORMICA CORP: Files Plan and Disclosure Statement in New York

FOUR TIMES SQUARE: S&P Drops Class D Notes Rating to Default
GENUITY INC: Wants Clearance for Nortel Settlement Agreement
GLOBAL BUSINESS: Taps Berkovits Lago as New External Auditors
GOODYEAR TIRE: Publishes Monthly Investor Update for August
GREEKTOWN CASINO: Papa & Gatzaros Say Co. Craps Out on $11M Debt

GREEKTOWN CASINO: Papa & Gatzaros Obtain TRO against Company
HECLA: Unfazed by Venezuelan Government Action on CVG Contracts
IMCO RECYCLING: Corporate Credit & Senior Notes Rated at B/B-
IMPERIAL PLASTECH: Will File Financial Statements by Month-End
INSITE VISION: Secures 1st Tranche of Up to $1-Million Financing

INSYNQ: Extends Conv. Debentures' Maturity Date Curing Defaults
INTEGRATED HEALTH: Wants Approval of Medshares Settlement Pact
INTERNET SERVICES: Case Summary & 20 Largest Unsecured Creditors
INTERSTATE BAKERIES: James R. Elsesser Elected as Board Chairman
J.P. MORGAN: S&P Takes Rating Actions on Series 1997-C5 Notes

KAISER ALUMINUM: Plan Filing Exclusivity Extended Until Oct. 31
KEVIN ADELL: Court Forces Sale of $2.8MM House and Other Assets
LEAP WIRELESS: Brings-In Falkenberg Capital as Expert Advisor
LEE PHARMACEUTICALS: Caldwell Becker Resigns as Accountants
LENNAR CORP: Board Increases Annual Dividend to $1.00 Per Share

LNR PROPERTY: Reports Weaker Performance for Third Quarter 2003
MARINER POST-ACUTE: Wants RM&G's $1.6-Million Claim Disallowed
MEDIACOM COMMS: Increased Competition Prompts Negative Outlook
MERITAGE CORP: Will Host Q3 Conference Call on October 21, 2003
METALDYNE CORP: Appoints Chuck Pestow President, Asia Pacific

NAHIGIAN BROTHERS: Gets Okay to Tap HB Financial as Consultant
NAT'L CENTURY: Restructuring Transactions Under Liquidation Plan
NESS ENERGY: Accountants Eliminate Going Concern Limitation
NEW WORLD RESTAURANT: Launches Exchange Offer for 13% Sr. Notes
NORTHWESTERN STEEL: First Creditors Meeting Scheduled on Oct. 16

NUCENTRIX BROADBAND: Wants to Hire Vinson & Elkins as Attorneys
OMEGA HEALTHCARE: Reinstates Quarterly Preferred Share Dividend
ON SEMICON.: Refinances $100M of Term Loans Under Bank Facility
ORTHOMETRIX: Liquidity Issues Raise Going Concern Uncertainty
PEP BOYS: Lower-Than-Expected Earnings Spur S&P's Watch Negative

PG&E NAT'L: USGen Gets Open-Ended Lease Decision Time Extension
PHH MORTGAGE: Fitch Affirms BB+ Class B5 Certificates Rating
PNC MORTGAGE: Class DB-5 Rating Dives Down to Default Level
PREMCOR INC: Will Publish 3rd Quarter 2003 Results October 28
PRIME GROUP: Leases 163K Sq. Ft. at Continental Towers to Argent

PRIMEDIA INC: Martin E. Maleska Elected an Exec. Vice President
PRIMUS TELECOMMS: Extinguishes $56 Million of Vendor Debt
QWEST COMMS: Secures Fin'l Reporting Waivers for Credit Facility
ROWE INT'L: Tapping Northstar Industries as Investment Banker
SELECT MEDICAL: Will Publish Third Quarter Results on October 29

SK GLOBAL: Chey Tae Won Will Donate 100 Billion Won to Company
SNYDERS DRUG: Turns to Ernst & Young for Financial Advice
SUPERIOR GALLERIES: Cash Insufficient to Pay Fixed Obligations
TEMTEX INDUSTRIES: CFM Pitches Best Bid to Purchase All Assets
TILLOTSON HEALTHCARE: Manufacture Facility Up on Auction Block

TWINLAB CORP: Wants Nod to Appoint BSI as Claims & Notice Agent
VANTAGEMED CORP: Sells DentalMate(R) Business to MDC Systems
WABASH NATIONAL: Closes Asset Sales & New Bank Financing Package
WABASH NATIONAL: Arranges New $222 Million Bank Financing
WCI STEEL: Bringing-In Squire Sanders as Bankruptcy Attorneys

WEIRTON STEEL: Gets 3-Month Extension of Plan Filing Exclusivity
WORLD HEART: Close Equity Investment Deal and Restructures Board
WORLDCOM: Extends Tender Offer for Digex Class A Common Stock
WORLDCOM INC: Wants Clearance for Cox Communications Settlement
XML GLOBAL: Inks Definitive Pact to Sell All Assets to Xenos

* Dewey Ballantine Will Open Offices in Milan and Rome
* White & Case's Richard J. Holwell Named Judge for S.D.N.Y.

* DebtTraders' Real-Time Bond Pricing

                          *********

ADSTAR INC: Fails to Comply with Nasdaq Listing Requirements
------------------------------------------------------------
AdStar, Inc. (Nasdaq: ADST, ADSTW), received a Nasdaq Staff
determination on September 16, 2003 indicating that it failed to
comply with the minimum stockholders' equity requirement of
$2,500,000 for continued listing (set forth in The Nasdaq Stock
Market Marketplace Rule 4310(C)(2)(B)) and that its securities
are, therefore, subject to delisting from the Nasdaq SmallCap
Market. As at June 30, 2003, AdStar's stockholders' equity was
$2,082,330 and it was incurring continuing losses.

AdStar has commenced efforts to raise additional capital through a
private placement of its securities and believes that it will
raise more that $1,000,000 through these efforts.

AdStar has requested and been granted a hearing on October 23,
2003 before a Nasdaq Listing Qualifications Panel to review the
Staff's determination. Delisting of AdStar's securities will be
deferred pending the Panel's decision. There can be no assurance
that the Panel will grant AdStar's request for continued listing.

AdStar (Nasdaq: ADST, ADSTW), headquartered in Marina del Rey,
Calif., is a leading provider of remote advertising technology
products and services to the $20+ billion classified advertising
industry. AdStar transforms publishers' Web sites into full-
service classified ad sales channels for their print and online
classified ad departments. Since 1986, AdStar has set the standard
for remote ad entry software by allowing advertisers to place ads
electronically with many of the largest newspapers in the United
States. Today, AdStar's infrastructure, through its private label
model, powers classified ad sales for more than 50 of the largest
newspapers in the United States, the Newspaper Association of
America's BonafideClassifieds Web site (where ads can be placed in
more than 120 newspapers), CareerBuilder, and a growing number of
other online and print media companies.

                         *     *      *

               Liquidity and Capital Resources

In its Form 10-Q filed for the period ended June 30, 2003, AdStar
reported:

"As of June 30, 2003, we had cash and cash equivalents of
approximately $1,202,000 and restricted cash of $20,000. Net cash
provided by operations was approximately $16,000 for the six
months ending June 30, 2003 compared with $499,000 used in
operations for the comparable 2002 period. The $515,000
improvement was primarily related to a $598,000 increase in due to
publications, as a result of increased transaction volumes and an
increase in the average per ad price charged by publications to
advertisers on transactions for which we process credit cards on
behalf of publications, offset by a $51,000 increase in
receivables related to ASP revenue and completed customization
projects. Amounts included in due to publications are a result of
our processing credit cards on behalf of certain of our customers
as part of ASP services provided. We receive net proceeds daily on
behalf of these customers for third party ads placed via credit
card. These transactions are reconciled monthly and submitted to
the publication, net of processing fees, generally within 35 days
from the month end.

"Net cash used in investing activities decreased to $434,000 for
the six months ended June 30, 2003 compared with $500,000 in the
same period in 2002. The $65,000 decrease is primarily the result
of savings achieved by the closing of the New York office combined
with the shifting of technical staffing costs from capitalized
projects to product maintenance and development as we were nearing
completion on major software enhancement projects capitalized,
primarily on the CareerBuilder project, compared to the prior
year.

"Net cash provided by financing activities decreased to $670,000
for the six months ended June 30, 2003 compared with $1,950,000 in
the same period in 2002. The decrease is primarily due to the
reduction in sales of common and preferred stock with net proceeds
of $1,728,000 from the issuance of Series A preferred stock to
Tribune Company and net proceeds of $152,000 from the sale of
common stock in a private placement during the six months ended
June 30, 2002 compared with the issuance of Series B-2 preferred
stock to Tribune Company with net proceeds of $529,000 and a net
decrease in restricted cash of $115,000 during the six months
ended June 30, 2003.

"In April 2003, we received a notice from Nasdaq that the
Company's stockholders' equity as of December 31, 2002 had fallen
below their $2,500,000 minimum stockholder's equity requirement.
Although we were in compliance as of the Quarter ending March 31,
2003 and responded to Nasdaq's inquiries, we have not yet been
notified that they have accepted our response to their inquiries
or otherwise notified us of a final position. Further, our
stockholders' equity has fallen below the $2,500,000 minimum
requirement as of June 30, 2003.

"During June 2003, as part of management's strategy to regain and
maintain compliance with Nasdaq's minimum stockholders equity
requirement, we engaged a financial consultant firm to explore
funding alternatives which would achieve our goal of maintaining
Nasdaq compliance until we are able to generate profits from
operations. As part of this arrangement we prepaid $10,000 in cash
and issued 26,786 shares of our common stock with a fair market
value of $30,000 for services to be rendered. If we are unable to
satisfy Nasdaq's maintenance requirements, our securities may be
delisted from Nasdaq. In that event, trading, if any, in the
common stock and warrants would be conducted in the over-the-
counter market on the NASD's 'OTC Bulletin Board.' Consequently,
the liquidity of our securities could be impaired, not only in the
number of securities which could be bought and sold, but also
through delays in the timing of transactions, reduction in
security analysts and new media coverage of AdStar, and lower
prices for our securities than might otherwise be obtained.

"As a result of the equity raised during the first quarter 2003
from Tribune Company, we expect our available funds, combined with
cash generated from existing operations, new customers, adjunct
services now offered to existing customers, the recent cut back
our work-force combined with additional reductions in work-force
should anticipated significant customization projects be delayed
or terminated, and managements expectation that adequate financing
will be secured from the aforementioned financial consultants,
will be sufficient to meet our anticipated working capital needs
through June 30, 2004. We have generated operating losses during
the past four years, and we cannot guarantee that the anticipated
increases in revenue will occur in a timely manner, that we will
be able to contain our costs in accordance with our plans, that we
have accurately estimated the resources required to fulfill our
obligations to Tribune Company, or that we will be able to secure
adequate funds through financing arrangements at amounts or terms
that would facilitate the Company's cash requirements. Although we
are optimistic that our ASP business will continue to be accepted
in the marketplace the timing is not assured. Our ability to sell
ASP business products and service offerings during the current
year may be hampered by the current downturn in the advertising
market and state of the economy in general. These factors, coupled
with the extended time frame required for software sales,
customization, and implementation, could delay our ability to
increase revenue to a level sufficient to cover our expenses.

"In August 2002, Chase Merchant Services, L.L.C (Chase), a
merchant bank that provides credit card processing services for
us, informed us that it is requiring us to maintain a restricted
cash balance of $175,000. Chase indicated the primary reason for
the reserve was the significant increase in dollar volume of our
transactions during the second quarter 2002. As a result, in
November 2002 we entered into a new arrangement with another
merchant banker in which the terms and conditions do not require
that we maintain a reserve and subsequently terminated the
contract with Chase on April 30, 2003. Chase has since returned
$155,000 to us with the remaining $20,000 to be returned during
August 2003.

"We currently have no additional borrowings available to us under
any credit arrangement, and we will look for additional debt and
equity financing's should cash provided from operations be
insufficient to support the ongoing operations of the business or
should we determine that additional product enhancements not
currently contemplated are warranted to secure or retain market
share. Adequate funds may not be available on terms acceptable to
us. If additional funds are raised through the issuance of equity
securities, dilution to existing stockholders may result. If
funding is insufficient at any time in the future, we may be
unable to develop or enhance our products or services, take
advantage of business opportunities or respond to competitive
pressures, any of which could have a material adverse effect on
our financial position, results of operations and cash flows."


ADVANCED GLASSFIBER: Teamsters Union Balks at Management Bonuses
----------------------------------------------------------------
Workers at Advanced Glassfiber Yarns in Aiken, SC are challenging
management to share the burden of rebuilding a healthy company.
Teamsters Local 86 represents approximately 450 workers who
produce fiberglass for the AGY facility. The fiberglass is used in
many consumer electronics products.

Faced with a decreased market for fiberglass due to unfair trade
deals, the AGY Teamsters agreed to concessions in their last
contract negotiation a year ago. The union members acted in good
faith to help save a struggling company. AGY is now in bankruptcy
proceedings and has petitioned the bankruptcy court to reopen
negotiations in order to achieve further concessions. At the same
time, management has also asked the court to release $2.5 million
as bonus payments to top managers.

In accordance with bankruptcy law, the union will bargain in good
faith in the new negotiations. Those contract talks will begin at
the AGY facility in Aiken, SC on Thursday, September 25. The
Teamsters are holding a press conference to highlight the
injustice of paying $2.5 million in management bonuses when those
funds could be reinvested into the struggling company.


ALLIANCE COMMS: Signs-Up Tisdale & Associates as Attorneys
----------------------------------------------------------
Alliance Communications, LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Tisdale & Associates LLC as Counsel.

The Debtors expect Tisdale & Associates to:

     a) provide legal advice with respect to the Debtors' powers
        and duties as debtors and debtors-in-possession in the
        continued operation of their business and management of
        their assets;

     b) assist the Debtors in maximizing the value of their
        assets for the benefit of all creditors and other
        parties in interest;

     c) commence and prosecute any and all necessary and
        appropriate actions and/or proceedings on behalf of the
        Debtors and their assets;

     d) prepare, on behalf of the Debtors, all necessary
        applications, motions, answers, orders, reports and
        other legal papers;

     e) appear in Court to represent and protect the interests
        of the Debtors and their estates; and

     f) perform all other legal services for the Debtors that
        may be necessary and proper in these Chapter 11
        proceedings.

The professionals expected to perform these services and their
current hourly rates are:

          Douglas M. Tisdale       $295 per hour
          Steven A. Klenda         $210 per hour
          Ronne M. Lippitt         $115 per hour

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


AMERCO: Court Okays Jefferies & Co. as Committee's Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of AMERCO Debtors
obtained the Court's authority to retain Jefferies & Company, Inc.
as its financial advisors under the terms of the Engagement
Letter, nunc pro tunc to July 14, 2003.

Jefferies is an investment banking firm with principal office in
New York, New York.  Jefferies is a registered broker-dealer with
the U.S. Securities and Exchange Commission, with affiliates
being members of the Boston Stock Exchange, the International
Stock Exchange, the National Association of Securities Dealers,
the Pacific Stock Exchange, the Philadelphia Stock Exchange and
the Securities Investor Protection Corporation.

At the Committee's request, Jefferies rendered services to the
Committee since July 14, 2003.  Specifically, Jefferies will:

   (a) Become familiar, to the extent Jefferies deems
       appropriate, with and analyze the business, operations,
       properties, financial condition and prospects of the
       Company;

   (b) Advise the Committee on the current state of the
       "restructuring market;"

   (c) Assist and advise the Committee in developing a general
       strategy for accomplishing a restructuring;

   (d) Assist and advise the Committee in implementing a plan of
       restructuring with the Committee;

   (e) Assist and advise the Committee in evaluating and
       analyzing a restructuring including the value of the
       securities, if any, that may be issued under any
       restructuring plan; and

   (f) Render other financial advisory services as may from time
       to time be agreed on by the Parties.

Jefferies will bill the Debtors for the services it will render
to the Committee on these terms:

   (a) A $150,000 monthly retainer fee payable in advance on the
       first day of each month.  Fifty percent of any Monthly
       Retainer payments actually paid to Jefferies after the
       first six full payments will be credited against any fees
       payable under the Success Fee.  If payment of the first
       Monthly Retainer is made for a partial month based on the
       date on which the Agreement is dated, the Monthly
       Retainer will be pro rated from the date on which the
       Agreement is dated to the end of the month;

   (b) In addition, as exclusive financial advisor to the
       Committee, Jefferies will seek payment of 0.30% of the
       Total Consideration -- the Success Fee.  The Success Fee
       may be paid in kind at the Committee's option.  Fees
       payable pursuant to the Agreement are due upon
       consummation of the Restructuring.  The Committee will
       use its best efforts to provide for the payment of the
       fee in full in any plan of reorganization submitted for
       confirmation; and

   (c) reimbursement of all reasonable out-of-pocket expenses,
       including, without limitation, all reasonable travel
       expenses, duplicating charges, messenger services, long
       distance telephone calls and other customary expenditures
       incurred in performing the services.

The Total Consideration is the total proceeds and other
consideration received or to be received by AMERCO's unsecured
creditors in connection with the Restructuring.  If the parties
are unable to agree on the value of any property, its value will
be determined by arbitration in a manner consistent with any
Bankruptcy Court order. (AMERCO Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMN HEALTHCARE: S&P Assigns BB- Corp. Credit & Bank Loan Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to travel nurse staffing provider AMN Healthcare
Inc., a subsidiary of AMN Healthcare Services, Inc.  At the same
time, Standard & Poor's assigned its 'BB-' rating to the company's
proposed $120 million senior secured term loan due in 2008 and its
proposed $75 million senior secured revolving credit facility due
in 2008. The outlook is stable.

The company expects to use $120 million of the term loan proceeds,
$25 million of the revolving credit facility, and approximately
$40 million of cash on hand to repurchase about $180 million of
common stock and stock options in its recently announced self-
tender offer. Pro forma for the transaction, AMN will have
approximately $145 million of total debt outstanding.

"The speculative-grade ratings reflect AMN's single business focus
in a highly competitive industry and variable demand for
outsourced labor from hospital clients," said Standard & Poor's
credit analyst Jill Unferth. "These concerns are partially offset
by favorable long-term demand characteristics for temporary
nurses, the company's position as an industry leader, and its
relatively moderate debt leverage."

San Diego, California-based AMN Healthcare Services Inc. is a
leading provider of travel nurse staffing services. The company
recruits nurses and other allied health professionals and places
them on a temporary basis, generally for a period of 13 weeks, at
health care facilities throughout all 50 states. More than 98% of
AMN's assignments are at acute care hospitals. The company
contracts with more than 3,600 hospitals and health care
facilities, and is expected to average about 6,700 travelers on
assignment during the third quarter of 2003.

AMN focuses almost exclusively on the placement of temporary
travel nurses, which make up about 94% of the company's temporary
professionals. While AMN has historically been very successful,
the company is less diverse than some of its competitors, which
also offer per diem staffing and clinical trial staffing. However,
if providers begin to demand a "one-stop-shop" from their
temporary staffing companies, AMN should be able to meet their
demands through partnerships or potential acquisitions.

The company has recently faced weaker demand for temporary nurses
because of the weak national economy. The depressed economy has
also reduced the number of alternative employment options for
nurses, and as a result, more full-time nurses are forced to
remain in their jobs. Some have also continued to work or delayed
retirement because of layoffs or the potential layoffs of their
spouses. This demand weakness based on the weak economy is likely
to be temporary and should be partially mitigated by the growing
national nursing shortage.


AMN HEALTHCARE: Moody's Rates $120MM Secured Term Loan at Ba2
-------------------------------------------------------------
AMN Healthcare, Inc.'s (subsidiary of AMN Healthcare Services,
Inc.) proposed $120 million senior secured term loan was assigned
a Ba2 rating by Moody's Investors Service.

Moody's says that, "the rating reflects the company's competitive
position, its ability to attract nurses, strong demand for its
travel nurses, and a history of conservative balance sheet
management, as well as recent revenue weakness". Outlook is
stable.

                         Assigned Ratings:

        * Ba2 - $120 million Senior Secured Term Loan, due 2008,

        * Ba2 - Senior Implied Rating,

        * Ba3 - Senior Unsecured Issuer Rating.

Proceeds from the term loan will help fund the company's $180
million self-tender offer to buy back common shares and stock
options.

AMN Healthcare Services, Inc., headquartered in San Diego,
California, is a leading provider of temporary healthcare staffing
services and the largest nationwide provider of travel nurse
staffing services.


ARMSTRONG HOLDINGS: Designates 5 Trustees for Asbestos PI Trust
---------------------------------------------------------------
The Armstrong Debtors inform Judge Newsome that five individuals
will serve as Trustees under the proposed Asbestos PI Trust.
These individuals were chosen by the Asbestos PI Claimants'
Committee and the Future Claims Representative, and are to begin
service on the Effective Date of the Plan:

   -- Paul Knuti,
   -- Anne Ferazzi,
   -- Thomas Tully,
   -- Lewis Sifford, and
   -- Harry Huge.

Messrs. Knuti and Sifford will serve for a single two-year term
only.  At the end of the initial two-year term, the Trustee
Advisory Board and the Future Claims Representative will assign
the three remaining trustees their terms of one, two or three
years. (Armstrong Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ASPECT COMMS: S&P Revises Outlook over Improved Profitability
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for Aspect
Communications Inc. to positive from stable. The revision
reflected improved profitability over the past four quarters,
resulting from cost cutting actions.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating. San Jose, California-based Aspect Communications is
a provider of software-based call center and customer relationship
management solutions. Total debt outstanding was $168 million as
of June 30, 2003.

Aspect's financial position has benefited from retiring its $123
million of subordinated convertible notes, which were put to the
company for cash in August 2003. Aspect's balance sheet will
finish the September 2003 quarter with approximately $45 million
of funded debt and $100 million of cash.

"We believe that a general recovery in information technology
investment will help to restore growth for Aspect," said Standard
& Poor's credit analyst Joshua Davis.

Actions to extend Aspect's customer reach through relationships
with technology and distribution partners may also help to re-
establish revenue growth once market demand begins to recover.


BEAR STEARNS: Fitch Rates Six Note Class Ratings at Low-B Levels
----------------------------------------------------------------
Bear Stearns Commercial Securities Trust 2003-PWR2, commercial
mortgage pass-through certificates are rated by Fitch as follows:

        -- $92,125,000 Class A-1, 'AAA';
        -- $125,000,000 Class A-2, 'AAA';
        -- $97,156,000 Class A-3, 'AAA';
        -- $608,255,000 Class A-4, 'AAA';
        -- $1,066,555,323 Class X-1, 'AAA';
        -- $1,026,748,000 Class X-2, 'AAA';
        -- $26,670,000 Class B, 'AA';
        -- $28,004,000 Class C, 'A';
        -- $9,334,000 Class D, 'A-';
        -- $12,000,000 Class E, 'BBB+';
        -- $10,670,000 Class F, 'BBB';
        -- $9,335,000 Class G, 'BBB-';
        -- $13,335,000 Class H, 'BB+';
        -- $5,334,000 Class J, 'BB';
        -- $5,334,000 Class K, 'BB-';
        -- $4,000,000 Class L, 'B+';
        -- $5,334,000 Class M, 'B';
        -- $2,667,000 Class N, 'B-';
        -- $12,002,323 Class P, 'NR'.

Classes A-1, A-2, A-3, A-4, B, C, and D are offered publicly,
while classes X-1, X-2, E, F, G, H, J, K, L, M, N, and P are
privately placed pursuant to Rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest in
the trust, primary assets of which are 100 fixed rate loans having
an aggregate principal balance of approximately $1,066,555,323, as
of the cutoff date.


BELL CANADA INT'L: Reaches Agreement to Settle Vesper Guarantees
----------------------------------------------------------------
Bell Canada International Inc. has reached an agreement with
Vesper S.A. and Vesper Sao Paulo S.A., the Vespers' majority
shareholder QUALCOMM Incorporated, and a syndicate of the Vespers'
Brazilian banks pursuant to which BCI will pay US$12 million in
consideration for the absolute release of its obligation to
guarantee a portion of the Vespers debt.

This represents a 41% discount to the book value of BCI's
liability provision at June 30, 2003 under the Vesper Guarantees
of approximately US$20.2 million. The Vespers have not made semi-
annual interest and monthly lease payments on its local bank debt
since May 2003, and since such time the banks have been in a
position to initiate a process that could ultimately result in a
call on the Vesper Guarantees.

This agreement has been reached in connection with a series of
transactions whereby QUALCOMM intends to transfer its interest in
the Vespers to Embratel Participacoes S.A.  As part of the Vesper
Transactions, BCI will also transfer to QUALCOMM its remaining
1.5% indirect equity interest in the Vespers for nominal
consideration, and BCI and QUALCOMM will provide each other with
full releases with respect to all matters related to the Vespers.

BCI's payment of US$12 million is subject to the approval of the
Ontario Superior Court of Justice in accordance with BCI's Plan of
Arrangement. The payment will be made concurrently with the
closing of the balance of the Vesper Transactions, which are
subject to regulatory approval in Brazil and certain other
contingencies. BCI expects the closing to take place in the fourth
quarter of 2003.

BCI is operating under a court supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an orderly
fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing the
net proceeds to its shareholders and dissolving the company. BCI
is listed on the Toronto Stock Exchange under the symbol BI and on
the NASDAQ National Market under the symbol BCICF. Visit its Web
site at http://www.bci.ca

At June 30, 2003, Bell Canada's balance sheet shows a working
capital deficit of about $919 million.


BETHLEHEM STEEL: Agrees to Setoff Mutual Debt with Natural Gas
--------------------------------------------------------------
Prior to the Petition Date and in the ordinary course of their
businesses, the Bethlehem Steel Debtors and Superior Natural Gas
Corporation engaged in transactions with each other and incurred
mutual debt obligations on account of the transactions on an
unsecured basis.

Pursuant to and as a result of the Prepetition Transactions, the
Debtors owed Natural Gas $1,312,299 as of the Petition Date.
Natural Gas, on the other hand, owed the Debtors $600,000.

Consequently, the Debtors and Natural Gas agreed to resolve the
issues pertaining to the Prepetition Transactions and their
prepetition mutual debt obligations pursuant to the terms and
conditions of a Court-approved Stipulation.

Under the Stipulation, the parties agreed that:

   (a) Natural Gas' Claim is an allowed claim, and the Claim was
       not transferred to Natural Gas, or acquired by Natural Gas
       from an entity other than the Debtors:

       -- subsequent to the commencement of the Debtors'
          bankruptcy case; or

       -- after 90 days before the Petition Date and while the
          Debtors were insolvent;

   (b) The Debtors' Claim against Natural Gas was not incurred:

       -- after 90 days before the Petition Date;

       -- while the Debtors were insolvent; and

       -- for the purpose of obtaining a right of set-off against
          the Debtors; and

   (c) Natural Gas will be permitted to exercise its right to
       off set its Claim against the Debtor's Claim, which will
       result in a net prepetition balance owed by the Debtors to
       Natural Gas for $712,299.  Natural Gas will have an
       allowed general unsecured claim against the Debtors for
       $712,299. (Bethlehem Bankruptcy News, Issue No. 42;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


BRIDGE: Plan Administrator Challenges Market Data Corp.'s Claims
----------------------------------------------------------------
Market Data Corporation filed five claims -- an initial claim and
four amendatory or supplementary claims.  According to Cynthia A.
Fonner, Esq., at Foley & Lardner, in Chicago, Illinois, each time
MDC filed a claim, it did so 22 times.  This was because there
were 22 Bridge Information Debtors.  Thus, for each claim, there
are twenty-two separate but substantively identical proofs of
claim, each in a separate proceeding.

                      Five Groups of Claims

   Group             Claim Numbers         Date Filed
   -----             -------------         ----------
     1                  968 - 974       June 28, 2001
                        976 - 990

     2                1746 - 1755     December 3,2001
                      1757 - 1762
                      1764 - 1767
                      1769 - 1770

     3                1795 - 1816     January 7, 2002

     4                1896 - 1917      April 23, 2002

     5                1941 - 1962        May 24, 2002

The Claims concern various agreements regarding MDC's provision
of financial information to Telerate.  The Agreements include:

   (a) A Master Optional Services Agreement, as amended, dated
       February 23, 1990, which involved MDC's provision to
       Telerate of governmental securities data -- the Cantor
       Data -- generated by Cantor Fitzgerald Securities, a
       broker of the securities;

   (b) An agreement between Telerate and Cantor Fitzgerald
       Securities Corp., Cantor's predecessor-in-interest, dated
       February 23, 1990, concerning the Cantor Data, as amended
       -- the Cantor Fitzgerald Agreement;

   (c) An agreement, dated October 1, 1999, for MDC's provision
       of certain informational products based on information
       that MDC licensed from a third party -- the Contributor
       Agreement;

   (d) An agreement, dated October 23, 1996, for MDC's provision
       of an informational product based on Chicago Board of
       Trade quotations -- the CBOT Agreement;

   (e) An agreement dated February 6,1995 for MDC's provision
       of an informational product related to government
       securities -- the What's Said Agreement; and

   (f) An agreement between Bridge Information Systems America,
       Inc. and MDC, dated December 4, 1994, regarding MDC's
       provision of certain foreign exchange information to
       Bridge America -- the Bridge/FX Agreement.

The alleged grounds for the claims are:

   (a) the Prepetition Amounts -- $8,799,968 for amounts
       allegedly owed as of the Petition Date under the
       Agreements;

   (2) the Agreement Rejection Damages -- damages exceeding
       $300,000,000 for rejection of the Agreements under Section
       365 of the Bankruptcy Code;

   (3) the CBOT Damages -- damages exceeding $1,920,000 for
       rejection of the CBOT Agreement;

   (4) the What's Said Damages -- damages of approximately
       $2,733,882 for rejection of the What's Said Agreement;

   (5) the Contributor Damages -- damages of approximately
       $5,628,623 for rejection of the Contributor Agreement;

   (6) the KRF Damages -- damages for $1,934,251 from the
       Debtors' rejection of an agreement involving MDC and
       Knight-Ridder Financial, Inc., dated December 6,1994 --
       the KRF Agreement;

   (7) the Agreement Breaches -- $1,000,000 for alleged breaches
       of the Agreements by Telerate;

   (8) unspecified damages -- the Screen Damages -- in connection
       with Telerate's display of certain MDC and Cantor data on
       Telerate subscribers' computer screens -- the Telerate
       Screen Claims; and

   (9) unspecified administrative expenses under Sections 503,
       507(a), and 507(b) of the Bankruptcy Code under or
       concerning the Agreements.

Ms. Fonner contends that MDC's claims are objectionable on these
grounds:

A. Duplicative Proofs of Claim

   Each Group contains 22 substantively identical proofs of
   claim.  Because the claims appear largely to involve Telerate,
   the proof of claim in each Group filed against Telerate is
   likely the appropriate one to consider.  These claims include
   Claim Nos. 980, 1769, 1798, 1914, and 1959 -- the Telerate
   Claims.

   The other 21 Claims in each Group should be disallowed as
   duplicative of the Telerate Claim because the Claims:

      (a) were filed on the same date;

      (b) contain descriptions from which it is clear that they
          stem from the same debts; and

      (c) were filed for the same amounts of money, as the
          Telerate Claim,

   Thus, the Court should disallow Claim Nos. 968-974, 976-979,
   981-990, 1746-1755, 1757-1762, 1764-1767, 1770, 1795-1797,
   1799-1816, 1896-1913, 1915-1917, 1941-1958, and 1960-1962 as
   duplicative.

   The remaining Claims Nos. 980, 1769, 1798, 1914, and 1959
   should be further pared down on an additional level of
   redundancy for asserting duplicative grounds for claims.

B. Duplicative Grounds for the Claims

   MDC alleged certain grounds for its claims in multiple groups.
   Because the grounds were simply being modified or repeated in
   the later Groups, the earlier versions should be disallowed as
   duplicative:

      (a) Because Claim No. 1959 seeks the alleged Agreement
          Rejection Damages, the Court should disallow the
          portions of Claim Nos. 980 and 1798 seeking the same
          Damages as duplicative.

      (b) Because the CBOT Damages alleged in Claim Nos. 1798 and
          1959 appear to be simply a subset of the alleged
          Agreement Rejection Damages, the Court should disallow
          the CBOT Damages in both of those Claims as
          duplicative.  Also, even if the CBOT Damages are not a
          subset of the Agreement Rejection Damages, the Court
          still should disallow the CBOT Damages in Claim No.
          1798 as duplicative of those in Claim No. 1959.

      (c) Because the unspecified Screen Damages alleged in
          Claim No. 1959 result from the rejection of the MOSA,
          the Court should disallow these Damages as duplicative
          of the Agreement Rejection Damages also alleged in
          Claim No. 1959.  In addition, because the Screen
          Damages alleged in Claim No. 1959 appear to encompass
          the Screen Damages alleged in Claim No. 980, the Court
          should disallow the damages in Claim No. 980 as
          duplicative.

   In summary, the Court should disallow the vast majority of
   MDC's Claims on grounds of duplication alone.  On duplication
   grounds, MDC's Claims would be reduced to these Claims:

       -- Claim No. 980, only with respect to the alleged
          Prepetition Amounts for $8,799,968 and the damages
          exceeding $1,000,000 for Telerate's Alleged Breaches of
          the Agreements;

       -- Claim No. 1769, seeking the alleged KRF Damages for
          $1,934,251;

       -- Claim No. 1914, seeking the alleged What's Said Damages
          for $2,733,882 and the alleged Contributor Damages of
          $5,628,623; and

       -- Claim No. 1959, only with respect to the alleged
          Agreement Rejection Damages exceeding $300,000,000.

C. Improper Calculation of Damages

   MDC's Claims failed to present properly calculated damages.
   For example, MDC failed to mitigate its damages.  MDC seeks
   recovery for Telerate's alleged failure to distribute Cantor
   Data.  Yet since the rejection of the MOSA, MDC has been free
   to distribute the same data to other entities but failed to do
   so.  In effect, MDC would like Telerate to pay for data that
   Telerate is no longer receiving, while MDC now has the ability
   to distribute that data to other third parties for a profit.
   Ms. Fonner argues that this position contravenes fundamental
   contract law concerning mitigation.

   Moreover, MDC and Cantor Fitzgerald are asserting claims that
   if granted could result in illegitimate double or triple-
   recovery.  For example, MDC asserted counterclaims under the
   MOSA and the Cantor Fitzgerald Agreement against Dow Jones &
   Company, Inc. in a consolidated action pending before the New
   York Supreme Court relating to Dow Jones' guaranty of various
   Telerate obligations.  To avoid double-dipping, any
   duplicative recovery received by MDC from Dow Jones should
   reduce any recovery by MDC in its claims here.

   Furthermore, even if MDC experienced damages, they are more
   than offset by those suffered by Telerate as a result of MDC's
   breach of MOSA.  Under the MOSA, MDC promised Telerate that
   the Cantor Data would be exclusive to Telerate.  MDC knew that
   Telerate was paying for the exclusivity, and that Telerate's
   business depended on it.  MDC knowingly failed to honor its
   promise, allowing Cantor to distribute Cantor Data through
   Cantor's rival eSpeed service, permitting eSpeed to siphon
   Telerate customers away.  MDC's inequitable conduct not only
   amounted to a serious breach of the MOSA, but contributed
   significantly to Telerate's financial demise and caused
   Telerate to incur hundreds of millions of dollars in damages.
   The Plan Administrator filed counterclaims against MDC
   regarding the damages, which are pending before the Court.

   In addition, to the extent that MDC's alleged Screen Damages
   are not disallowed as duplicative, they still should be barred
   on other grounds.  Fundamentally, Telerate owes nothing for
   the Screen Claims.  Telerate made all payments owed to MDC
   under the MOSA, but MDC failed to provide sufficient
   documentation.  Moreover, MDC's suggestion that it lost fees
   because the Cantor Data was not displayed on Bridge screens,
   ignores the MOSA.  The MOSA allowed only Telerate, not its
   parent, Bridge, to distribute products based on Cantor Data,
   and to do so only to the Telerate subscribers.  Thus, those
   data could not have been displayed on Bridge screens.

D. Unclean Hands

   MDC should also be barred from recovery by the doctrine of
   unclean hands.  MDC promised Telerate exclusivity with respect
   to the Cantor Data, but failed to honor that commitment, even
   though MDC knew that the failure threatened Telerate's
   existence.  In light of its inequitable conduct, MDC is not
   entitled to any compensation from Telerate.

E. Frustration of Contract

   MDC breached the MOSA by failing to maintain the exclusivity
   of the Cantor Data.  This failure frustrated fulfillment of
   the principal purpose of the MOSA.  As a result, MDC cannot
   collect damages from Telerate with respect to the MOSA.

F. Waste of Resources

   Given that the MDC's Claims is already being considered,
   and given that the recovery would be largely fruitless, as
   the recovery generally would be prepetition in case no. 01-
   41611 of Telerate, Inc., for which there is no anticipated
   distribution, MDC's claims should be disallowed to preserve
   the bankruptcy estates and promote judicial economy.

G. Equitable Subordination

   The doctrine of equitable subordination should prevent
   recovery until all other creditors have received their proper
   distribution.  MDC engaged in inequitable conduct by
   permitting Cantor to divert business from Telerate to Cantor's
   rival eSpeed service in violation of the MOSA.  MDC's conduct
   seriously injured Telerate and its creditors, and conferred an
   unfair advantage on MDC.  Thus, any MDC claim, if granted,
   must be equitably subordinated under Section 510(c)(1) of the
   Bankruptcy Code.

H. Improper Requests for Administrative Expenses

   MDC's requests for administrative expenses set forth in its
   claims should be rejected.  These claims are not specifically
   quantified, and are in any event improperly sought through a
   proof of claim.  In addition, to the extent that they are the
   same as those sought in 2002, they should be rejected as
   duplicative.

Accordingly, Scott Peltz, Chapter 11 Plan Administrator asks the
Court to disallow all the MDC Claims.  If all claims are not
disallowed, Mr. Peltz seeks that at least the duplicative claims
be disallowed, pursuant to Section 502(b)(1) of the Bankruptcy
Code. (Bridge Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BUDGET GROUP: Wants Plan Filing Exclusivity Extended to Nov. 3
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to
extend their exclusive period to file a reorganization plan
through and including November 3, 2003 and their exclusive period
to solicit plan acceptances through and including January 30,
2004.

In addition, the Debtors suggest that further extensions of the
Exclusive Periods be granted without the need to file a formal
request upon the Debtors' obtaining the consent of the Official
Committee of Unsecured Creditors, the U.K. Administrator and the
United States Trustee and providing negative notice of the
agreement to those parties entitled to notice under Rule 2002 of
the Federal Rules of Bankruptcy Procedure.

The Debtors propose that before the expiration of the relevant
Exclusive Period, they will contact the U.S. Trustee, the
Committee's and the U.K. Administrator's counsel and indicate
their intention to extend the time of the relevant Exclusive
Periods by a stated number of days.  If the U.S. Trustee, U.K.
Administrator and Committee do not object to an extension, the
Debtors will submit an agreed order to the Court with a notice to
those parties entitled to notice under Bankruptcy Rule 2002
setting forth the details of the agreed-upon extension of the
Exclusive Periods without further request by the Debtors.  Upon
expiration of the notice period, the Debtors will submit a
certification of counsel to the Court.  If an objection is
received, the Debtors will seek a hearing to settle the matter.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, informs the Court that the Debtors have
continued to make considerable progress in these cases.  Most
importantly, the Debtors are poised to bring their Chapter 11
cases to successful completion.  They are also poised to conclude
the U.K. Administration upon obtaining clarity as to the amount
of bona fide claims against the estates, thereby resolving the
allocation and other intercompany issues through the Allocation
Procedures or settlement and continuing to solidify the plan
structure and its components.  Each of these tasks is underway
and significant progress has been made working with the Committee
and the U.K. Administrator, but the complexities and competing
interests involved necessitate additional time for resolution.
The continued exclusivity in these cases will foster the process
of formulating and confirming a consensual Chapter 11 plan, Mr.
Brady says.

Mr. Brady assures the Court that the requested 60-day extension
will not prejudice the legitimate interests of any creditor.  The
Debtors, the Committee and the U.K. Administrator continue to
work cooperatively through the myriad issues associated with the
U.K. Administration, the allocation and other intercompany issues
and the Plan.  Additionally, the Debtors continue to make timely
payment of all of their postpetition obligations.

Moreover, approving the Extension Process ensures that the
Debtors will possess the flexibility to efficiently work towards
the consensual development of a plan and resolution of these
cases without the need to continuously burden the Court for
extensions of their Exclusive Periods.

The Court will convene a hearing today to consider the Debtors'
request.  By application of Del.Bankr.LR 9006-2, the Debtors'
exclusive filing deadline is automatically extended through the
conclusion of today's hearing. (Budget Group Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BUCKEYE TECHNOLOGIES: Closes $200MM Senior Notes Private Offer
--------------------------------------------------------------
Buckeye Technologies Inc. (NYSE: BKI) Monday closed its private
placement of $200 million in aggregate principal amount of senior
notes due 2013. The senior notes are guaranteed by certain of
Buckeye Technologies Inc.'s subsidiaries. The senior notes have a
maturity date of October 1, 2013, and a coupon of 8.5%.
The Company is using a portion of the net proceeds from the
private placement to redeem its 8.5% senior subordinated notes due
2005, pay the related redemption premium and repay a portion of
its existing bank debt.

The senior notes were offered in an unregistered offering pursuant
to Rule 144A and Regulation S under the Securities Act of 1933.
These senior notes and guarantees have not been registered under
the Securities Act of 1933 or the securities laws of any state,
and may not be offered or sold in the United States or outside the
United States absent registration or an applicable exemption from
the registration requirements under the Securities Act and any
applicable state securities laws. Buckeye intends to offer to
exchange the unregistered senior notes for substantially identical
registered senior notes.

Buckeye (S&P, BB- Corporate Credit Rating, Stable), a leading
manufacturer and marketer of specialty cellulose and absorbent
products, is headquartered in Memphis, Tennessee, USA. The Company
currently operates facilities in the United States, Germany,
Canada, Ireland and Brazil. Its products are sold worldwide to
makers of consumer and industrial goods.


BUCKEYE TECHNOLOGIES: Begins Soliciting Noteholders' Consent
------------------------------------------------------------
Buckeye Technologies Inc. (NYSE: BKI) has commenced a solicitation
of consents from holders of its outstanding $100,000,000 principal
amount of 9.25% Senior Subordinated Notes due September 15, 2008
to amend the indenture for the Notes.

The purpose of the proposed amendments is to conform certain
provisions of the indenture governing the Notes to the applicable
provisions of Buckeye's more recent indenture entered into in June
1998 in connection with the issuance of its 8% Senior Subordinated
Notes due 2010 and to current market practice.

The fee to be paid for each consent properly delivered and not
revoked prior to the expiration of the Consent Solicitation is $5
in cash for each $1,000 principal amount of Notes. The Consent
Solicitation will expire at 5:00 P.M., New York City time, on
Monday, October 6, 2003, unless extended. The proposed amendments
require the consent of holders of at least a majority in aggregate
principal amount of the outstanding Notes. The terms and
conditions of the Consent Solicitation are described in the
Consent Solicitation Statement dated September 23, 2003, copies of
which may be obtained from Global Bondholders Services
Corporation.

Buckeye has engaged Citigroup Global Markets Inc. to act as
solicitation agent in connection with the Consent Solicitation.
Questions regarding the Consent Solicitation should be directed to
Citigroup Global Markets Inc., Liability Management at 800-558-
3745 (US toll-free) and 212-723-6106 (collect). Requests for
documentation may be directed to Global Bondholders Services
Corporation, the information agent for the Consent Solicitation,
at 866-470-4200 (US toll-free) and 212-430-3774 (collect).

Buckeye (S&P, BB- Corporate Credit Rating, Stable), a leading
manufacturer and marketer of specialty cellulose and absorbent
products, is headquartered in Memphis, Tennessee, USA. The Company
currently operates facilities in the United States, Germany,
Canada, Ireland and Brazil. Its products are sold worldwide to
makers of consumer and industrial goods.


CKE RESTAURANTS: Caps Price of Convertible Subordinated Notes
-------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) announced the pricing of $90.0
million aggregate principal amount of its convertible subordinated
notes due 2023.  The notes carry an annual cash interest rate of
4.0 percent.

The Company plans to use all of the net proceeds from the offering
to repay and retire a portion of its outstanding 4.25 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 $100.0 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.

Each $1,000 note will be convertible into approximately 112 shares
of the Company's common stock at a price of $8.89 per share if the
closing price of the common stock on The New York Stock Exchange
exceeds certain levels for a specified amount of time or in
certain other circumstances.  This conversion price represents an
initial conversion premium of approximately 27.0 percent over the
common stock's closing bid price of $7.00 on September 23, 2003.
The Company may not redeem the notes prior to October 1, 2008.
The Company, at the option of holders, may be required to purchase
the notes at 100 percent of the principal amount of the notes on
October 1 of 2008, 2013 and 2018.

The Company has granted the initial purchasers of the offering an
option to purchase up to an additional $15.0 million aggregate
principal amount of notes.  The option may be exercised within 30
days of September 23, 2003.

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


COVANTA ENERGY: Notes and Securities Under Reorganization Plan
--------------------------------------------------------------
Pursuant to the Reorganization Plan, the Reorganizing Covanta
Energy Debtors will issue Reorganization Plan Notes,
Reorganization Plan Equity Securities and Reorganization Plan
Warrants for Distribution to Allowed Claim Holders.

        Securities to be issued to Allowed Claim Holders
                     by Reorganized Covanta

A. New High Yield Secured Notes

   New High Yield Secured Notes will be issued initially in an
   aggregate principal amount of $200,000,000 accreting to an
   aggregate principal amount of $225,000,000 upon maturity seven
   years after the Effective Date.  A semi-annual cash coupon of
   $9,250,000 will be payable on the outstanding New High Yield
   Secured Notes.  The New High Yield Secured Notes will be
   secured by a third priority lien on the Post-Confirmation
   Collateral.

B. Reorganization Plan Unsecured Notes

   Reorganization Plan Unsecured Notes will be issued in a
   principal amount equal to the aggregate amount of Allowed
   Class 4 Claims and Allowed Class 5 Claims with a maturity
   date eight years after the Effective Date.  Interest will
   be payable semi-annually at 7.5% interest rate.  Annual
   amortization payments of $4,800,000 will be paid beginning
   in year 2, with the balance due on maturity.

C. Tax Notes

   Tax Notes will be issued in an aggregate principal amount
   equal to the aggregate amount of Allowed Priority Tax Claims
   with a maturity six years after the Effective Date.

D. Reorganization Plan Warrants

   The Reorganization Plan Warrants will be issued by Reorganized
   Covanta on the Effective Date in accordance with the terms of
   the Reorganization Plan, which will entitle a holder to
   receive on maturity 10 years after the Effective Date an
   amount in cash, notes or stock equal to the excess in the
   value of a single share of Reorganized Covanta Common Stock as
   of the maturity date over the fair market value of a single
   share of Reorganized Covanta Common Stock on the Effective
   Date, subject to certain restrictions on transfer and other
   terms and conditions of the Reorganization Plan Warrant
   Agreement contained in the Plan Supplement.

        Securities to be issued to Allowed Claim Holders
                       by Reorganized CPIH

A. New CPIH Funded Debt

   New CPIH Funded Debt will be issued in an aggregate principal
   amount of $80,000,000 with a maturity date five years after
   the Effective Date.  The New CPIH Funded Debt will be
   obligations of Covanta Power International Holdings, Inc.,
   secured by a second priority security interest in
   substantially all the assets of CPIH and its domestic
   subsidiaries, subject to contractual and statutory
   limitations, but will be non-recourse to the Reorganized
   Debtors other than CPIH and its subsidiaries.

B. Reorganized CPIH Preferred Stock

   Reorganized CPIH Preferred Stock will be issued with an
   aggregate liquidation preference of $30,000,000.  The
   Reorganized CPIH Preferred Stock will grant voting rights,
   conversion rights, among others. (Covanta Bankruptcy News,
   Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


DANA CORP: Chairman and CEO Joe Magliochetti Passes Away
------------------------------------------------------
Dana Corporation (NYSE: DCN) announced that Joe Magliochetti, the
company's Chairman and Chief Executive Officer, passed away Monday
evening.  The cause was complications from pancreatitis, for which
he had been hospitalized the past two weeks.

This morning the company's Board of Directors named Glen Hiner,
one of Dana's longest serving directors, acting chairman.  Mr.
Hiner will continue as chairman of the Board's Committee of
Independent Directors.  The Board also named Bill Carroll acting
president.  Mr. Carroll, president of Dana's Automotive Systems
Group and a 34-year veteran of the company, will also continue in
his previously announced role as acting chief operating officer.

"Joe Magliochetti was a wonderful man, not only respected but also
beloved by his friends and colleagues," said Mr. Hiner.  "All of
us at Dana are profoundly saddened by his loss, and our thoughts
and prayers are with Joe's family.

"Joe served with great distinction for more than three decades and
was an outstanding leader.  He built a culture of integrity and a
strong organizational structure.  He leaves behind an accomplished
management team, which continues to have the full support of the
Board of Directors as it pursues the strategic course Joe forged,"
Mr. Hiner said.

Added Mr. Carroll, "I had the honor of working with Joe for more
than 30 years.  He was a remarkable person, a true leader, and a
great friend.  He will be sorely missed."

Mr. Magliochetti began his Dana career as a management trainee in
1966 and served the company for 37 years, culminating in his
election as Dana's sixth chairman in 2000.  During the early
1980s, he served as president of Dana Europe, with responsibility
for all operations in Europe and the Middle East. In 1985, he
returned to the United States as group vice president of North
American Operations.  He was promoted to president of Dana
Corporation in 1996, and was elected to the company's Board of
Directors later that year.  In 1997, he was elected Chief
Operating Officer.  Mr. Magliochetti was named President and Chief
Executive Officer in 1999, and chairman in 2000.

Along with his service to Dana, Mr. Magliochetti played a
leadership role in many business and civic initiatives -- both
locally and nationally.  He served on the board of directors of
BellSouth and CIGNA Corporation.  He was also a member of the U.S.
Business Roundtable and its Policy Committee, and a member and
former chairman of the Motor and Equipment Manufacturers
Association board of directors.  He served on the board of the
National Association of Manufacturers and was a member of the
U.S.-Japan Business Council and the MEMA/JAMA Liaison Committee to
cultivate automotive trade relations with Japan.  In 2002, Mr.
Magliochetti was awarded the Automotive Hall of Fame Distinguished
Service Citation in honor of his contributions to the motor
vehicle industry, as well as the MEMA Triangle Award, which
recognized his leadership and advocacy on behalf of the automotive
industry.

Locally, Mr. Magliochetti was actively involved in numerous
community organizations, including the United Way of Greater
Toledo, for which he served as the 2002 Toledo-Area Campaign
Chairman.  He also served as chairman of the Toledo Symphony board
and was a member of the board of directors of the Toledo Museum of
Art and Center of Science and Industry.

Mr. Magliochetti is survived by his wife, Kathy; three children;
and one grandchild.

Dana -- whose $250 million debt issue is rated by Standard &
Poor's at 'BB' -- is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs more than 60,000
people worldwide.  Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer
service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.


DEUTSCHE FIN'L: Rating Actions Taken on 1997-I & 1998-I Notes
-------------------------------------------------------------
Fitch Ratings has performed a review of the Deutsche Financial
Capital manufactured housing transactions. DFC was a joint venture
of Deutsche Financial Services Corporation and Oakwood Acceptance
Corporation. Contracts included in the transactions are serviced
by OAC, a wholly owned subsidiary of Oakwood Homes Corporation
which filed for Chapter 11 bankruptcy on Nov. 15, 2002. Founded in
1946, Oakwood Homes has been one of the largest manufacturers and
retailers of manufactured homes. As of September 2002, Oakwood's
servicing portfolio was approximately $5 billion.

Based on the review, the following rating actions have been taken:

    Series 1997-I:

        -- Classes A-3 - A-6 are affirmed at 'AAA';

        -- Class M is affirmed at 'AA';

        -- Class B-1 is downgraded to 'CCC' from 'B';

    Series 1998-I:

        -- Classes A-2 - A-7 are affirmed at 'AAA';

        -- Class M is affirmed at 'A+'

        -- Class B-1 is downgraded to 'C' from 'CCC';

        -- Class B-2 is downgraded to 'D' from 'C'.


ENRON CORP: US Trustee Amends Creditors' Committee Appointments
---------------------------------------------------------------
Duke Energy Trading and Marketing LLC and National City Bank
resigned from the Official Committee of Unsecured Creditors
appointed in Enron Corporation and its debtor-affiliates
bankruptcy proceedings.

Accordingly, Carolyn S. Schwartz, United States Trustee for
Region 2, amends the composition of the Creditors' Committee.
Effective September 4, 2003, these claimants serve on the
Committee:

  1. JP Morgan Chase & Co.
     380 Madison Avenue
     New York, New York 10017
     Attention:  Mr. Jeffrey Sell, Senior Credit Executive

  2. ABN AMRO Bank
     10 East 53rd Street, 37th Floor
     New York, New York 10022
     Attention:  Mr. William J. Fitzgerald, Senior Vice President
                 Mr. Steven C. Wimpenny

  3. Credit Lyonnais New York Branch
     1301 Avenue of the Americas
     New York, New York 10019
     Attention:  Mr. Alan Sidrane, Senior Vice President

  4. Westdeutsche Landesbank Girozentrale
     New York Branch
     1211 Avenue of the Americas
     New York, New York 10036
     Attention:  Mr. Michael F. McWalters, Senior Executive

  5. Silvercreek Management, Inc.
     1670 Bay View Avenue, Suite 308
     Toronto, Ontario, M4G 3C2
     Attention:  Mr. Robert Kittel, Vice President

  6. Oaktree Capital Management, LLC
     333 S. Grand Avenue, 28th Floor
     Los Angeles, California 90017
     Attention:  Mr. Kenneth Liang, Managing Director

  7. Wells Fargo Bank Minnesota, N.A. as Indenture Trustee
     Sixth Street & Marquette Avenue
     Minneapolis, Minnesota 55479
     Attention: Ms. Julie J. Becker, Vice President

  8. The Bank of New York, as Indenture Trustee
     5 Penn Plaza, 13th Floor
     New York, New York 10001
     Attention:  Mr. John Stevenson

  9. St. Paul Fire and Marine Insurance Company
     5801 Centennial Way
     Baltimore, Maryland 21209-3653
     Attention:  Deborah Feurer, Esq.

10. National Energy Group, Inc.
     4925 Greenville Avenue, Suite 1400
     Dallas, Texas 75206
     Attention:  Mr. Philip D. Devlin, Vice President and
                 General Counsel

11. Reliant Energy
     1111 Louisiana Street, 43rd Floor
     Houston, Texas 77002
     Attention:  Mr. Wade A. Hoefling, Vice President and General
                 Counsel Trading
(Enron Bankruptcy News, Issue No. 79; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EQUIFIN INC: Secures New $1.1-Mil. Capital via Private Placement
----------------------------------------------------------------
EquiFin, Inc.,(AMEX:II and II,WS) a commercial finance company
which provides structured credit to small and mid-size business
enterprises, has completed an oversubscribed $1,100,000 private
placement through a group comprised of institutional investors and
individuals.

The investment was made through the Company's issuance of its
$1,100,000 principal amount of 11% Convertible Notes which will be
due for payment in September 2008, are convertible at $.43 per
share and have common stock purchase warrants attached.

"This investment, combined with our Wells Fargo Foothill senior
credit facility, enables EquiFin to continue to build its
commercial finance business as carried out through our subsidiary,
Equinox Business Credit," said Walter Craig, EquiFin's President
and Chief Executive Officer. "Given the current development of our
portfolio of structured credits at Equinox, our utilization of
this investment capital, when leveraged with our Wells Fargo
facility, will enable Equinox to move into profitable portfolio
operations. We are excited about this investment in that it allows
us to continue to expand our commercial finance portfolio while
being a strong, outside indication of support and belief in our
plan to build a nationwide, commercial finance company."

                         *    *    *

                  Going Concern Uncertainty

In its most recent Form 10-KSB filing, the Company reported:

"Equinox Business Credit Corp. (81% owned subsidiary) did not
meet the tangible net worth requirement of $3,000,000 under its
credit facility at December 31, 2002.  The lender has waived the
defaults and amended the credit facility to provide for a
tangible net worth requirement of $2,600,000 through May 31,
2003 and $3,900,000 effective June 30, 2003.  The operating
results for Equinox will not be adequate to establish this net
worth requirement during the last half of 2003 and, accordingly,
further capital contributions by EquiFin to cover such
deficiency will be required.  In addition to the agreement to
have a specific net worth which has required capital
contributions from EquiFin, Equinox has, through March 31, 2003,
operated as a negative cash flow business.  EquiFin has provided
operating cash to Equinox to cover such cash shortfalls.
EquiFin is continuing its capital formation efforts so that it
will be in a position to continue to provide Equinox with
capital for its operating needs and net worth coverage, however
there can be no assurances that such efforts will be successful.

"If EquiFin is unable to raise capital on a timely basis, or
liquidate any of its other assets on a timely basis to meet
Equinox' net worth and/or cash flow needs, Equinox would be
required to attempt to negotiate a waiver with the lender on the
net worth requirement of its Credit Facility.  There can be no
assurance the lender would consent to this request.  If
sufficient cash is not timely available for Equinox' operating
needs, a reduction in operating expenses or a liquidation of
certain assets would be required to continue Equinox'
operations.  Equinox also does not expect to meet the interest
coverage requirement in April 2003.  Accordingly, these matters
raise substantial doubt about the Company's ability to continue
as a going concern."


FINANCIAL SECURITY: Receiver to Distribute Disgorged Funds
----------------------------------------------------------
All persons who sold the common stock of Financial Security
Assurance Holdings, Ltd., on March 7, 8, 9, or 14, 2000, may be
entitled to a recovery from an SEC disgorgement fund, which was
created using disgorged insider trading profits recovered by the
SEC.

The Court-appointed Receiver, Ralph M. Stone, of Shalov Stone &
Bonner LLP, will distribute the disgorgement fund to those persons
who sold FSA common stock on the indicated dates and who file
valid claim forms.

Claim forms may be obtained by contacting the Receiver's legal
assistant at:

        Olga Lysenko
        Shalov Stone & Bonner LLP
        485 Seventh Avenue
        Suite 1000
        New York, NY 10018
        Tel: 212-239-4340, ext. 11

Financial Security Assurance Holdings Ltd. is primarily in the
business of providing financial guaranty insurance on asset-backed
and municipal obligations. The company operates through its wholly
owned subsidiary, Financial Security Assurance Inc.


FIRST NATIONWIDE: Fitch Affirms B Rating on Class B-2 Notes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on the following First
Nationwide Trust, residential mortgage-backed certificates:

First Nationwide Trust, Mortgage Pass-Through Certificates, Series
2001-1

        -- Class A affirmed at 'AAA';

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

        -- Class M-2 upgraded to 'AAA' from 'A';

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

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

        -- Class B-2 affirmed at 'B.'

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


FLEMING COS.: Asks Court to Waive Bank Account Bond Requirement
---------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates want to waive
certain bond requirements with respect to two bank accounts with
The Bank of Nova Scotia and two bank accounts with JPMorgan Chase
that exceed insurance limits.

On April 3, 2003, the Court allowed the Debtors to open new bank
accounts provided that these are insured by the Federal Deposit
Insurance Corporation and will be disclosed in the Monthly
Operating Report.

Before the Petition Date, the Debtors maintained 235 bank
accounts in the U.S. and Canada.  Pursuant to their cash
management scheme, funds held in U.S. bank accounts are swept
daily into the JPMorgan accounts, which serve as concentration
accounts for the Debtors' postpetition cash management operations.
The Debtors intend to continue to use these accounts to maintain
the cash management structure.  This structure caused two JPMorgan
accounts, with balances over $300,000,000 and $100,000,000, to
exceed insurance limits.

The Debtors established two Bank of Nova Scotia Accounts to
provide for daily tobacco tax collection deposits and payment.
The Bank of Nova Scotia Accounts are insured up to $60,000 per
depositor by the Canada Deposit Insurance Corporation.

Section 345(a) of the Bankruptcy Code authorizes a debtor-in-
possession to deposit or invest an estate's money, including
cash, so as to yield the maximum reasonable net return on such
money, taking into account the safety of the deposit or
investment.  While Section 345(b) requires that, generally, with
respect to investments other than those "insured or granted by
the United States or by a department, agency or instrumentality
of the United States or backed by the full faith and credit of
the United States," the estate must require a bond in favor of
the United States to be secured by the undertaking of a Court-
approved corporate surety, the Court is allowed to dispense with
this limitation "for cause."

The Debtors assert that cause exists for the Court to allow them
to maintain and use the JPMorgan Accounts without the need to
post bond since these accounts serve the cash management
structure for them to facilitate a "seamless transition to
postpetition operations."  Kathleen Marshall DePhillips, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., in
Wilmington, Delaware, tells the Court that posting an additional
bond on excess balances of the JPMorgan Accounts would not offer
meaningful protection for the Debtors' estate when weighed
against the expense and disruption created.

Likewise, Ms. DePhillips maintains that the Court should also
allow the Debtors to set up and maintain additional trust
accounts with The Bank of Nova Scotia or other Canadian banks to
comply with obligations to Canadian taxing authorities, including
Alberta and British Columbia.  These investment practices were
established in order to comply with the requirements of Canadian
taxing authorities and it would be in the Debtors' best interests
to follow them. (Fleming Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FORMICA CORP: Files Plan and Disclosure Statement in New York
-------------------------------------------------------------
Formica Corporation has filed its Plan of Reorganization and
Disclosure Statement with the United States Bankruptcy Court for
the Southern District of New York.

A hearing to approve the Disclosure Statement has been set for
October 29, 2003. The Court earlier approved the Stock Purchase
Agreement with an investment group sponsored by Cerberus Capital
Management L.P. and Oaktree Capital Management LLC in which the
investment group committed to invest $175 million in cash in
Formica and its subsidiaries.

Formica's Plan reflects agreement on the principal terms of a
consensual reorganization among the Company, its senior-secured
lenders and the official committee of Formica's unsecured
creditors.

"Now that we have filed our Plan of Reorganization, we are in the
homestretch of a very challenging process," said Formica President
and Chief Executive Officer Frank A. Riddick, III. "That we have
gotten to this point in a manageable period of time is a tribute
to the dedication and determination of our employees and the
loyalty of our suppliers, customers and design communities.
Throughout the process, Formica has continued to provide customers
with an array of exciting new products. With a substantial new
investment in the company, we will be able to demonstrate our
industry leadership to an even higher degree."

Under the Plan of Reorganization, which is subject to creditor
approval, confirmation by the Bankruptcy Court and certain other
conditions, Formica will emerge with a significantly stronger
balance sheet and less debt. The Company believes that the process
should conclude no later than the first quarter of 2004.

Subject to the terms of the Plan and certain other conditions,
general unsecured creditors will receive a pro-rata share of
$12.75 million in cash and $8.675 million in new subordinated
secured notes. Some creditors who qualify as members of an
Unsecured Convenience Class may choose to receive a cash payment
of up to $10,000 as settlement for their claims, which are both
subject to reduction by payment to an Unsecured Convenience Class
of the lesser of 20% of general unsecured claims or $10,000.
Senior secured lenders will receive $173 million in cash and will
provide approximately $130 million in new financing to the
company.

Formica will emerge from Chapter 11 with approximately $160
million of consolidated debt compared to more than $540 million in
debt at the time of its Chapter 11 filing.

Upon approval of the Disclosure Statement, Formica will commence
solicitation of votes for approval of the Plan from those of its
pre-petition creditors who are entitled to vote on the Plan.

Formica Corporation was founded in 1913, and is the preeminent
worldwide manufacturer and marketer of decorative surfacing
materials, including high-pressure laminate, solid surfacing
materials and laminate flooring.


FOUR TIMES SQUARE: S&P Drops Class D Notes Rating to Default
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class D
of Four Times Square Trust's commercial mortgage pass-through
certificates series 2000-4TS to 'D' from 'BBB'. Concurrently, the
rating is removed from CreditWatch with negative implications
where it was placed Sept. 17, 2002. At the same time, the ratings
on classes B and C are affirmed and removed from CreditWatch
negative where it was placed Sept. 17, 2002. In addition, the
ratings on the two remaining classes, A-1 and A-2, are affirmed.

The lowered rating reflects the September 2003 settlement of legal
litigation that will result in a permanent interest loss of
approximately $2.7 million to class D certificate-holders. The
$2.7 million constitutes the accumulated interest shortfall since
the loan went to special servicing in April 2002. The trustee,
LaSalle Bank N.A., advised Standard & Poor's that the final pass
through of expenses should occur in October 2003, and that the
full interest payment to class D certificate-holders is expected
to commence in November 2003. At that time, Standard & Poor's will
restore its rating on class D to 'BBB', which will be reflective
of the credit risk of the transaction going forward.

The interest shortfall resulted primarily from the payment of
legal expenses and specially serviced fees incurred in connection
with litigation between the special servicer, CIGNA Investments
Inc. and the borrower, Four Times Square Associates LLC (an
affiliate of the Durst Organization Inc.), regarding terrorism
insurance coverage on the collateral, Four Times Square. In
September 2003, CII and the borrower agreed to cease litigation
and settled the matter out of court. The settlement stipulated
that each party would pay its own litigation expenses and the
borrower would provide CII with a certificate of insurance showing
a satisfactory level of insurance coverage.

The insurance coverage consists of $650 million of international
terrorism coverage and $650 million of domestic terrorism coverage
under an $800 million blanket policy on the Durst Organization
portfolio. The first $100 million layer of the blanket policy is
provided by Lexington Insurance Co. ('AAA'), a subsidiary of
American International Group. The remaining layers, in order of
excess coverage, are provided by Allianz Insurance Co. ('AA'),
which has $100 million; Lloyd's of London ('A'), with $200 million
(with syndicates carrying $72 million of this layer with
Standard & Poor's ratings ranging from 'AA' to 'A-'); Allianz
Insurance Co., with $100 million; Axis Insurance Co. ('A'), with
$100 million; and Royal Surplus Lines Insurance Co., with $200
million ($50 million sublimit of terrorism coverage). The
allocated coverage amount for the Four Times Square building is
$546 million, which includes $166 million rental interruption
coverage with a $100,000 deductible. The insurance policy period
runs from July 26, 2003 to July 26, 2004.

The loan remains current on debt service payments and the property
is performing well. Four Times Square, a 48-story class A office
building in midtown Manhattan, New York, was constructed in
January 2000, and contains about 1.6 million square feet of net-
rentable office space (90%) and retail/storage space (10%).
Additional income is generated by way of signage and rooftop
antennae rentals. The office space is 100% leased to two tenants:
Skadden, Arps, Slate, Meagher & Flom LLP (which has 51% of the
gross leaseable area), and Advance Magazine Publishers Inc., which
is doing business as The Conde Nast Publications Inc. (49%). The
two major tenants' leases are scheduled to mature in 2020 and
2019, respectively. The largest retail tenants are NASDAQ and Zone
Enterprises (doing business as ESPN Zone). The latest available
debt service coverage is for the three-months ending March 31,
2003 was 1.57x.

       RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                     Four Times Square Trust
        Commercial mortgage pass-thru certs series 2000-4TS

                     Rating
        Class   To             From            Balance ($ mil.)
        D       D              BBB/Watch Neg              36.0

       RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

                     Four Times Square Trust
        Commercial mortgage pass-thru certs series 2000-4TS

                     Rating
        Class   To            From            Balance ($ mil.)
        B       AA            AA/Watch Neg               46.0
        C       A             A/Watch Neg                68.0

                        RATINGS AFFIRMED

                     Four Times Square Trust
           Commercial mortgage pass-thru certs series 2000-4TS

        Class   Rating    Balance ($ mil.)
        A-1     AAA                  35.0
        A-2     AAA                 233.0


GENUITY INC: Wants Clearance for Nortel Settlement Agreement
------------------------------------------------------------
Peter D. Doyle, Esq., at Kirkland & Ellis, LLP, in New York,
relates that Nortel Networks, Inc., is a global industry leader
and innovator supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services
spanning Wireless Networks, Wireline Networks, Enterprise
Networks, and Optical Networks.

Because of the Genuity Debtors' growing need for capacity and
Nortel's ability to provide equipment to meet that need, by the
late 1990s, the Debtors and its predecessors developed a very
significant commercial relationship and had entered into a number
of agreements with Nortel.  Under these agreements, the Debtors
purchased hundreds of millions of dollars worth of Nortel
products, primarily telecommunications hardware.  Similarly,
Nortel purchased, or agreed to purchase, various internetworking
services from the Debtors.

According to Mr. Doyle, several of the agreements have become the
source of the present disputes between the Debtors and Nortel.
The disputes consist of a variety of claims and counterclaims
flowing between the two parties.

                        The Nortel Claims

A. Qtera LOI

   On March 31, 2000, the Parties entered into the Qtera LOI,
   which is a letter of intent under which Nortel was to provide
   the Debtors with a Qtera ultra-long-haul optical data delivery
   system.  The Qtera LOI provided that, upon successful
   completion of the field trial, Nortel would equip the Debtors'
   backbone nationwide network with its Qtera System.  Nortel
   also agreed to give the Debtors a 60% discount on the Debtors'
   Qtera System purchases, so long as they made purchases of at
   least $60,000,000 in year 2000 -- $150,000,000 face value of
   equipment discounted by 60%.  In return, the Debtors agreed to
   make the minimum Qtera System purchases.

   If the Debtors failed to make the minimum required purchases,
   it would lose all or part of the 60% discount, depending on
   the level of purchases it actually made during 2000, and would
   be liable to Nortel for a deficiency payment equal to the
   difference between the amount the Debtors paid for its
   purchases at the 60% discount and the amount it would have
   paid under the recalculated discount.

   Nortel asserts that:

       -- it successfully completed a field trial of its Qtera
          System and that, as a result, the Debtors' year 2000
          purchase obligations arose,

       -- the Debtors failed to make the required minimum
          purchases under the Qtera LOI, and that, as a result,
          the Debtors owe Nortel $85,433,872 as a deficiency
          payment under the recalculated discount based on the
          Debtors' actual purchases in 2000, and

       -- they provided the Debtors with $40,638,711 in equipment
          and services for which the Debtors did not pay.

   But the Debtors counter that the field trial was never
   completed successfully.  Furthermore, the Qtera System
   hardware and software simply never functioned as intended or
   promised.  Mr. Doyle asserts that, since the Debtors did not
   receive the benefit of its bargain under the Qtera LOI and
   since the equipment Nortel provided was of no use or value to
   the Debtors, the Debtors owe Nortel nothing under the
   agreement.  Mr. Doyle contends that the Debtors are entitled
   to reimbursement of at least the $55,000,000 in cash and
   product credits it paid to Nortel for the Qtera System
   equipment it received.

B. GTEI LOI

   On November 30, 1999, the Parties entered into the GTEI LOI, a
   letter of intent that obligated the Debtors to buy
   $500,000,000 of optical networks equipment and services from
   Nortel by December 31, 2001.  The GTEI LOI was assumed and
   assigned to Level 3 and the Debtors stated a cure amount of
   zero for the contract.  Nortel objected and claimed that the
   actual cure amount owed was $26,303,795, -- the GTEI Cure
   Claim -- composed of $19,000,000 for what Nortel calls "MOR+
   Paygrow" and $6,398,032 for what it refers to as "MOR+."

   Nortel asserts that the GTEI Cure Claim arises from the GTEI
   LOI, which details a partnership pricing program for certain
   MOR+ laser cards that the Debtors purchased from Nortel.  The
   MOR+ laser cards were capable of transmitting Internet data
   over 16 wavelengths of light.  Under the GTEI LOI, the first
   payment for the laser cards was due on the Debtors'
   activation of up to eight wavelengths on the laser cards.  The
   second payment was due for activation of wavelengths nine and
   above or for activating any other optical solution on the
   Debtors' network.

   Nortel claims that the second payment is due in full because
   the Debtors activated the ninth wavelength on certain segments
   of its network and also because the Debtors activated other
   optical solutions on its network.

   But Mr. Doyle contends that the Debtors activated nine or more
   wavelengths on only a small portion of its network and owes
   the second payment only for those MOR+ laser cards on which it
   was using nine or more wavelengths.  Mr. Doyle further insists
   that the Debtors activated only Nortel solutions on its
   network, not any "other optical solutions" that would trigger
   the second payment.

   Nortel asserts that $6,398,032 of the GTEI Cure Claim, which
   is also part of the second payment, which Nortel claims is due
   under the GTEI LOI, also became due and owing under a
   December 22, 2000 letter agreement in which the Debtors
   allegedly agreed to prepay a portion of the second payment
   under the GTEI LOI.  Nortel claims that the Letter Agreement
   is a subsequent written modification of the GTEI LOI and that
   it was impliedly assumed and assigned with the GTEI LOI.  Mr.
   Doyle refutes that the two are separate contracts and that
   only the GTEI LOI was assumed and assigned.

C. Take or Pay

   On December 18, 2000, the Debtors and Nortel signed a Master
   Agreement for Internetworking Services, as subsequently
   amended, which obligated Nortel to purchase $25,000,000 in
   Genuity services by the end of 2002 or to pay the difference.
   Nortel paid only $11,000,000 under the Take or Pay.  As a
   result, on October 2, 2002, the Debtors filed suit against
   Nortel in the Southern District Court of New York seeking to
   recover the $14,000,000 difference between the purchase amount
   specified in the contract and Nortel's actual purchases.  In a
   stipulation between the Parties, the case was moved to the
   Bankruptcy Court as Adversary Proceeding No. 03-08052 (PCB)
   and Nortel's time to answer or otherwise move with respect to
   the complaint has been extended.

   Nortel claims that Genuity did not offer or provide it with
   the services it expected under the Take or Pay.  Therefore,
   Nortel asserts that it is not responsible for any remaining
   payments under the agreement and that the agreement's "take or
   pay" provisions are unenforceable.  Nortel further asserts
   that it is entitled to a $6,600,000 reimbursement of the
   $11,000,000 it paid to the Debtors under the agreement.

   Mr. Doyle argues that the Debtors never promised to provide
   any specific services under the Take or Pay.  Also, the
   Debtors could not provide certain services Nortel requested
   because of Nortel's failure to provide a working Qtera System.

D. Global Purchase Agreement

   On June 10, 1998, Nortel and Genuity entered into a global
   purchase agreement.  Under the GPA, Nortel claims that the
   Debtors owe it $6,040,020 for repair and return equipment,
   disputed invoices, and support services.  Mr. Doyle asserts
   that the Debtors paid some or the entire amount due, but has
   not been able to confirm the fact or extent of any payment.

E. Contivity LOA

   Nortel claims that the Debtors owe it $1,078,226 under a so-
   called Contivity LOA, which the parties executed on
   September 24, 2001.  Although the Debtors argue that they made
   no specific purchase commitments under the agreement, it did,
   in fact, purchase and have in inventory Nortel Contivity model
   100 boxes.  Mr. Doyle does not believe that there are any
   payments due under the Contivity LOA, but has not been able to
   confirm this.

F. Preside Maintenance Agreement

   Nortel claims that $178,363 is due under what it refers to as
   the Preside Maintenance Agreement.  Mr. Doyle argues that
   Nortel made only a proposal regarding Preside Maintenance and
   the parties never entered into any agreement.  The Debtors did
   pay $34,000 per month for Preside support until early 2002.
   The Debtors resumed paying Nortel the amount in late 2002.
   Nortel has provided the Debtors with the relevant invoice and
   purchase order for the charge.  The Debtors have been unable
   to confirm whether they have already paid the amount Nortel
   claims is owed.

                   The Settlement Agreement

The Debtors began discussions with Nortel regarding its claims in
March 2003.  Given the magnitude of the Nortel claims, the
Committee members (other than Nortel) believed that it was
important to attempt to resolve the Nortel claims prior to
confirmation of a Plan.  Toward that end, the Committee
(excluding Nortel) began to engage in discussions with Nortel
regarding Nortel's claims in June 2003.  These discussions began
with the Committee (excluding Nortel) gathering due diligence and
hearing presentations from Nortel and the Debtors on the
merits of the Nortel claims.  Negotiations commenced shortly
thereafter and led to a proposed settlement between the Committee
(other than Nortel) and Nortel in July 2003.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement with Nortel.  The salient terms of the
Settlement are:

   (a) The disputes under the Qtera LOI will be resolved by
       granting Nortel a $25,000,000 allowed general unsecured
       claim;

   (b) The GTEI LOI cure amount will be $2,028,896, which is
       based on the number of MOR+ cards utilizing nine or more
       wavelengths, multiplied by the contractual rate;

   (c) The Parties will waive all claims relating to the Take or
       Pay and will submit a stipulation to dismiss the Adversary
       Proceeding with prejudice and without costs;

   (d) With respect the other agreements, Nortel will have an
       additional general unsecured claim for $178,000; and

   (e) The Parties will release each other from all claims
       relating to the agreements and disputes referenced in the
       Settlement Agreement.

Mr. Doyle asserts that the Settlement Agreement is fair and
reasonable as it resolves significant and numerous disputes
between Nortel and the Debtors which, until now, the Parties have
been unable to resolve other than through litigation.   Moreover,
given the complex nature and extensive scope of the disputes
between the Parties, it is likely that litigation would be
costly, time-consuming, fact-intensive and would have uncertain
results.

Mr. Doyle points out that the Settlement Agreement allows the
Debtors to avoid other risks inherent in their current litigation
with Nortel, including the unavailability of witnesses and the
difficulty in gathering needed documents and other items. (Genuity
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL BUSINESS: Taps Berkovits Lago as New External Auditors
-------------------------------------------------------------
On September 9, 2003 Global Business Services Inc. notified Malone
& Bailey, PLLC that they were being terminated as the Company's
independent auditors due to financial reasons. The decision was
approved by the Company's Board of Directors.

Malone and Bailey performed the audit for the period ended
June 30, 2001 and 2002. Both of the former accountants' reports
for the last two fiscal years contained uncertainties as to the
ability of the Company to continue as a going concern.

On September 10, 2003, the Company's Board of Directors approved
the engagement of the firm of Berkovits, Lago & Company, LLP
located at 8211 West Broward Blvd., Suite 340 Plantation, Florida
33324, as the Company's independent auditors. Such appointment was
accepted by Jesus Lago of the firm.


GOODYEAR TIRE: Publishes Monthly Investor Update for August
-----------------------------------------------------------
Goodyear's (NYSE: GT) Investor Relations department published its
monthly update for the sole purpose of providing information to
individuals interested in tracking Goodyear's progress on a more
frequent basis. This is not a general update of material
developments concerning Goodyear.

                   August Operating Highlights

North American Tire

    - Industry shipments of consumer replacement tires grew 4
      percent from last year's levels.  Goodyear gained market
      share as its shipments of consumer replacement tires
      increased more than the industry.

    - In August, industry shipments of consumer tires to original
      equipment manufacturers declined 11 percent from August 2002
      levels.  Goodyear's shipments of consumer tires to OEMs
      declined less than the industry.

    - Industry shipments of commercial replacement tires declined
      10 percent in August from last year's levels.  Goodyear's
      shipments of commercial replacement tires declined more than
      the industry.  In addition, product mix was unfavorable due
      to market share gains in the Dunlop, Kelly and associate
      brands.

    - Goodyear shipments of OE commercial tires declined at about
      the same rate as the industry, which dropped 10.5 percent in
      August compared with year-ago levels.

    - Segment operating income declined year-over-year due to
      significantly higher raw material and energy costs.
      Conversion costs were higher due to lower production volume
      and higher wage and benefit costs.

    - The United Steelworkers of America completed ratification of
      a new three-year labor agreement on September 15.

    - North American Tire will eliminate by the end of September
      approximately 500 salaried and non-bargaining unit positions
      at its manufacturing locations. The reductions will affect
      management and staff positions at most manufacturing plants
      throughout North America.  Each location is developing its
      own restructuring plan for achieving the reductions.

    - Stephen McClellan, who most recently engineered the
      financial turnaround of the company's Wingfoot Commercial
      Systems business as president of the Fort Smith, Ark., based
      operation, has been named vice president of North American
      Tire's commercial business.  McClellan, 38, joined Goodyear
      in 1988.

    - North American Tire has named Jack Winterton to the position
      of vice president of replacement sales in a move designed to
      continue the company's ongoing efforts to provide best-in-
      class customer service in the tire industry.  Winterton, who
      spent many years in Goodyear's Kelly Tire sales
      organization, was most recently director of field sales for
      consumer tires, and will now assume overall responsibility
      for replacement tire sales through all channels of
      distribution.

    - Michael M. Rajkovic has been named vice president of finance
      for North American Tire.  Rajkovic, 42, was previously
      director of exterior products manufacturing and direct ship
      operations for Visteon Corp.  Rajkovic joined Visteon in
      2000 when the parts maker was spun-off from Ford Motor Co.
      At Visteon, he also served as director, finance and business
      strategy for energy transformation systems; controller,
      global manufacturing finance and business operations; and
      director, exterior products manufacturing.

European Union

    - In August, industry shipments of replacement tires increased
      4 percent for consumer tires and declined 5 percent for
      commercial tires compared with prior year levels.  Goodyear
      gained market share in both the replacement consumer and
      commercial tire segments compared with 2002.

    - Industry shipments of OE consumer tires grew 8 percent from
      August 2002 levels.  Goodyear OE consumer tire shipments
      significantly underperformed the industry.

    - Industry OE commercial tire shipments declined 2 percent
      from August 2002 levels.  Goodyear shipments of commercial
      tires to OE increased in August 2003 compared with August
      2002.

    - Segment operating income approximated last year's levels as
      improved price and mix was offset by higher raw material
      costs.

    - The Euro weakened against the Dollar in August by 3 percent.

    - The European Consumer Product business unit was formed on
      September 1. Arthur de Bok, formerly the vice president of
      sales and marketing, will lead the business.

    - Manuel Pintado was named as the head of the Farm Product
      business unit as of September 1, replacing David Stanton who
      retired from Goodyear after 35 years of service.

Eastern Europe

    - Goodyear gained market share in the consumer replacement and
      OE tire market in August 2003 compared with August 2002.

    - Goodyear tire sales in the commercial replacement market
      grew while sales to OE manufacturers declined in August.

    - Segment operating income increased due to higher volumes and
      favorable currency translation, partially offset by
      unfavorable raw material and conversion costs.

Latin America

    - Goodyear consumer replacement tire shipments increased in
      August 2003 versus last year.

    - Original equipment tire sales declined due to Goodyear's
      selective OE strategy and reduced production by vehicle
      manufacturers in the region.

    - Total sales were above 2002 levels, driven by improved sales
      mix in the replacement market.

    - Segment operating income improved due to favorable product
      mix and pricing partially offsetting the adverse impact of
      raw material costs.

    - The Brazilian Real revalued 0.1 percent in August.

Asia

    - Goodyear original equipment tire shipments for August
      increased significantly from 2002 levels.

    - Replacement tire shipments for Goodyear declined in August
      2003 compared with the prior year period.

    - Segment operating income declined year-over-year due to
      higher raw material costs, offsetting favorable price and
      mix.

Engineered Products

    - Sales increased compared with August 2002 due to strong
      military sales in the United States and strong conveyor belt
      sales out of South Africa.

    - Segment operating income improved as a result of lower
      Research & Development and Sales General & Administrative
      expenses, as well as increased volume over 2002.

    - Engineered Products is benefiting from strong sales of
      military tank track due to the harsh terrain and ongoing
      fighting in Iraq.

Chemical

    - Segment operating income improved on significantly higher
      sales. Increased pricing was partially offset by higher raw
      material and energy costs.

Corporate News

    - Richard J. Kramer, formerly vice president of finance for
      North American Tire, has been named the company's senior
      vice president, strategic planning & restructuring.  Kramer,
      39, who has been leading the finance team in Goodyear's
      largest business since July 2002, joined the company in 2000
      as vice president, corporate finance, after 13 years with
      PricewaterhouseCoopers LLP.

    - Thomas A. Connell, 54, formerly vice president and corporate
      controller for TRW Inc., joined Goodyear as vice president
      and controller. Connell joined TRW in 1979 as manager of
      financial accounting. He was named director of financial
      reporting in 1983; finance director and controller, valve
      division in 1986; and finance director and controller,
      engine components in 1987. He became vice president of
      finance, occupant restraint systems in 1990 and was named to
      his most-recent position in 1996.

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.


GREEKTOWN CASINO: Papa & Gatzaros Say Co. Craps Out on $11M Debt
----------------------------------------------------------------
Local businessmen Jim Papas and Ted Gatzaros filed a complaint in
Wayne County Circuit Court seeking a temporary restraining order
requiring Greektown Casino to pay into court the $11 million it
owes as part of the original buyout settlement agreement they
entered into back in 2000. (Court on Tuesday granted part of TRO
request against Greektown Casino's $11 million debt and sale of
ownership. See separate news story. - Ed.)

"First they go back on the promise they made to sell ownership
shares to the people of Detroit, now they claim they are broke,"
said Papas.  "A deal is a deal.  If somebody owed the casino money
they lost from gambling, they would sue him to take his house and
car in an attempt to collect.  We can do no less."

The claim that the casino is broke was made in person by a high-
ranking Greektown Casino executive and is almost laughable
considering the businesses reportedly rake in a cool million
dollars a day.

The suit was filed in Wayne County Circuit Court Tuesday.  It is
the second of two actions the businessmen have taken to make the
casino live up to its word.  On August 13, 400 Monroe notified the
casino that it was in default of a payment of $11 million it was
supposed to have made on the 10% ownership interests that were
originally slated for sale to the public per the July and August
2000 contracts.  The casino never offered the sale as promised.
That matter is currently in arbitration.

The second action came Tuesday and was a request that the court
issue a temporary restraining order requiring the casino to
immediately place its $6 million quarterly tax distribution into
escrow with the court.

Ironically, the Sault Ste. Marie Tribe of the Chippewa Indians,
the principal owners of Greektown Casino, do not pay income taxes.
The pair is also demanding that the casino pay the minority owners
their regularly scheduled tax distribution.  They do pay income
taxes.


GREEKTOWN CASINO: Papa & Gatzaros Obtain TRO against Company
------------------------------------------------------------
Local businessmen Jim Papas and Ted Gatzaros won a partial court
victory Tuesday in their effort to collect on a missed $11 million
payment Greektown Casino owes, but claims it can't pay because it
is broke.

The pair filed a complaint in Wayne County Circuit Court Tuesday
seeking a temporary restraining order against Greektown Casino to
force the casino to pay money into court pending the outcome of
collection actions already underway. The presiding judge issued an
order preventing the casino from modifying any of the casino's
organizational documents related to the default on the $11 million
payment pending a hearing scheduled for 11 a.m., today. The debt
is owed as part of a deal struck between the parties back in 2000.

"First they go back on the promise they made to sell ownership
shares to the people of Detroit, now they claim they are broke,"
said Papas. "A deal is a deal. If somebody owed the casino money
they lost from gambling, they would sue him to take his house and
car in an attempt to collect. We can do no less."

The claim that the casino is broke was made in person by a high-
ranking Greektown Casino executive and is almost laughable
considering the casinos reportedly rake in a cool million dollars
a day.

The suit was filed in Wayne County Circuit Court Tuesday. It is
the second of two actions the businessmen have taken to make the
casino live up to its word. On August 13, the businessmen notified
the casino that it was in default of a payment of $11 million it
was supposed to have made on the 10% ownership interests that were
originally slated for sale to the public per the July and August
2000 contracts. The casino never offered the sale as promised.
That matter is currently in arbitration.

The second action came Tuesday and was a request that the court
issue a temporary restraining order requiring the casino to
immediately place its $6 million quarterly tax distribution into
escrow with the court.

Ironically, the Sault Ste. Marie Tribe of the Chippewa Indians,
the principal owners of Greektown Casino, do not pay income taxes.
The pair is also demanding that the casino pay the minority owners
their regularly scheduled tax distribution. They do pay income
taxes.


HECLA: Unfazed by Venezuelan Government Action on CVG Contracts
---------------------------------------------------------------
Hecla Mining Company (NYSE:HL) said the news that the Venezuelan
government has formally announced it will re-examine some mining
contracts granted by the CVG (Corporacion Venezolana de Guayana --
the government development company in the Guayana region) will not
impact Hecla's operations. Hecla's La Camorra gold mine is not a
CVG contract, but is a mining concession located in the El Dorado
mining district in central eastern Venezuela.

Hecla Chief Executive Officer and President Phillips S. Baker,
Jr., said, "We are very comfortable that this effort by the
Venezuelan government does not affect any of our present or
planned operations in Venezuela. Our Block B development lease in
the El Callao mining district was fully approved by the Ministry
of Energy and Mines and does not come under the category of
contracts to be examined, nor do our concessions that contain our
La Camorra mine and the Canaima development property. We believe
our CVG contracts are in good standing and our operations and
development projects will move forward as planned."

Hecla does hold CVG contracts on some exploration properties which
could fall under this decree. However, the company believes even
these properties are in full legal, regulatory and filing
compliance.

Hecla Mining Company (S&P, CCC+ Corporate Credit Rating,
Positive), headquartered in Coeur d'Alene, Idaho, mines and
processes silver and gold in the United States, Venezuela and
Mexico. A 112-year-old company, Hecla has long been well known in
the mining world and financial markets as a quality silver and
gold producer. Hecla's common and preferred shares are traded on
the New York Stock Exchange under the symbols HL and HL-PrB.


IMCO RECYCLING: Corporate Credit & Senior Notes Rated at B/B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to IMCO Recycling Inc. In addition, Standard &
Poor's assigned its single 'B' minus to IMCO's $200 million of
senior secured notes due 2010. The outlook is stable. IMCO, based
in Irving, Texas, will have $222 million in pro forma debt.

"The ratings on IMCO Recycling Inc. reflect its weak business
position, an acquisitive financial policy, and very weak financial
profile," said Standard & Poor's credit analyst Dominick D'Ascoli.
"Its business position is characterized by its exposure to
cyclical industries and volatile aluminum and zinc prices as well
as thin margins and currently high input costs."

Standard & Poor's said that the 'B-' minus rating on the senior
notes is based on the expectation that $58.2 million of note
proceeds will be used to refinance priority debt at IMCO's non-
guarantor foreign subsidiaries.


IMPERIAL PLASTECH: Will File Financial Statements by Month-End
--------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) is in the final stages of
completing its interim financial statements for the three months
ended May 31, 2003.

On July 22, 2003, Imperial PlasTech announced that it would be
late in filing its interim financial statements for its second
quarter. Imperial PlasTech continues to anticipate that its
interim financial statements will be filed on or prior to
September 30, 2003.

As a result of being late in completing its interim financial
statements for the three months ended May 31, 2003, Imperial
PlasTech anticipates that it will be late in filing its interim
financial statements for the three months ended August 31, 2003.
Imperial PlasTech is required to file its third quarter financial
statements by October 30, 2003. Imperial PlasTech will commence
working with its auditors on its third quarter financial
statements as soon as the second quarter financial statements are
complete. Imperial PlasTech anticipates that its third quarter
financial statements will be filed on or prior to Nov. 30, 2003.

This announcement is being made in accordance with the Alternate
Information Guidelines of the Ontario Securities Commission,
whereby Imperial PlasTech is required to update the market every
two weeks so long as it is in default of filing its interim
financial statements.

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

                           *   *   *

As previously reported, Imperial PlasTech Inc. (TSX: IPQ)
announced that the PlasTech Group, being Imperial PlasTech and its
subsidiaries, Imperial Pipe Corporation, Imperial Building
Products Corporation, Ameriplast Inc. and Imperial Building
Products (U.S.) Inc., obtained a further order under the
Companies' Creditors Arrangement Act, in connection with the
proceedings commenced by the PlasTech Group under the CCAA on
July 3, 2003.

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


INSITE VISION: Secures 1st Tranche of Up to $1-Million Financing
----------------------------------------------------------------
InSite Vision Incorporated (Amex: ISV) -- an ophthalmic
therapeutics, diagnostics and drug-delivery company -- has
obtained the first $500,000 tranche of up to a potential total of
$1 million in interim financing from a private investment fund.
J.P. Turner & Company, LLC served as the financial representative
for this financing.

The interim financing was raised through the assumption of
redeemable debentures.  Proceeds from this financing will be used
to fund InSite Vision's general working capital requirements while
the Company pursues a licensing agreement and/or additional
financing.  There can be no assurance that InSite Vision will be
successful in obtaining additional investments.

InSite Vision is an ophthalmic products company focused on
glaucoma, ocular infections and retinal diseases.  In the area of
glaucoma, the Company conducts genomic research using TIGR and
other genes.  A portion of this research has been incorporated
into the Company's OcuGene(R) glaucoma genetic test for disease
management, as well as ISV-205, its novel glaucoma therapeutic.
ISV-205 uses InSite Vision's proprietary DuraSite(R) drug-delivery
technology, which also is incorporated into the ocular infection
products ISV-401 and ISV-403, and InSite Vision's retinal disease
program. Additional information can be found at
http://www.insitevision.com

InSite Vision will file a current report on Form 8-K describing in
greater detail the terms of this transaction and including the
transaction documents as exhibits.

InSite Vision Inc.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $700,000.


INSYNQ: Extends Conv. Debentures' Maturity Date Curing Defaults
---------------------------------------------------------------
InsynQ, Inc. (OTC Bulletin Board: ISYN), a premier provider of
Internet-delivered online accounting and hosted business software
services, has extended the maturity date on $1.750 million in
convertible debentures due between September 27, 2002 and
January 31, 2003.

InsynQ management have reached an agreement with its debenture
holders to (1) extend maturity dates to March 6, 2004; (2) amend
the conversion price of the debentures; (3) extend the exercise
period of certain stock purchase warrants issued by the Company to
the investors; and (4) amend the exercise price of the Warrants.

"We are pleased that we were able to negotiate with our debenture
holders to extend the terms of our debentures. This shows our
shareholders and customers that we continue to have the support of
our financial backers," says John P. Gorst, Chairman and CEO of
InsynQ Inc.

InsynQ has been delivering outsourced software application hosting
and managed IT services since 1997.  InsynQ through it's Always-On
Utility Computing Model allows business customers to "turn on"
their software applications and workstations instantly through any
web enabled computer, regardless of operating system. What's more,
InsynQ subscribers can freely access their software and data from
any computer, anywhere in the world. The company also offers IT
and network integration consulting, multimedia development, a
broad range of business application services, and infrastructure
management services. For more information, visit
http://www.insynq.com

                         *     *     *

               LIQUIDITY AND CAPITAL RESOURCES

In its Annual Report on SEC Form 10-KSB, InsynQ reported:

"Our financial statements for the year ended May 31, 2003 have
been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business. For the year ended
May 31, 2003, we had a net loss of $2,930,773 and negative cash
flows from operations of $513,280. We had a working capital
deficit of $7,277,476 and a stockholders' deficit of $6,803,689 at
May 31, 2003. Our working capital deficit as of May 31, 2003 may
not enable us to meet certain financial objectives as presently
structured.

"We reduced the negative cash flows from operations between fiscal
2003 and fiscal 2002 by approximately $1,049,000. The decrease in
our usage of cash was the direct result of managements' continued
execution of tight fiscal cash management, increased revenues and
the turnabout from a $262,000 loss in net revenues less direct
expenses in fiscal 2002 to approximately $267,000 positive results
of net revenues less direct expenses in fiscal 2003.

"We finance our operations and capital requirements primarily
through private debt and equity offerings. For the year ended
May 31, 2003, we received cash from financing activities totaling
$593,926 from:

     o     borrowings on our credit line - $2,887;
     o     release of restricted cash held in escrow - $10,355;
     o     issuances of convertible debentures - $550,000;
     o     proceeds from exercise of warrants - $23,000;
     o     proceeds from sale of equipment - $4,000;
     o     issuance of a short term note payable - $2,887; and
     o     loans from an officer/stockholder - $3,684.

"As of May 31, 2003, we had $7,386,148 in current liabilities and
past due obligations. Of the total current debt, approximately
$310,000 is deemed "current" as a trade payable, accrued expenses
or taxes due. We were late in payment of certain creditor trade
payables of approximately $535,300.

"Recently, management increased its efforts to negotiate with many
of its creditors, by offering them cash payments for substantially
less than the amounts due, or request a total forgiveness of the
debt. As a result of these creditor negotiations, between June 1,
2003 and September 9, 2003 we have settled past due obligations
totaling more than $2,490,100. in June 2003, we recently settled a
past due capitalized computer equipment lease obligation vital to
the continuation of our operations. Terms of the settlement
required us to pay $35,000 in cash. The debt associated with this
settlement was approximately $868,600. Further, in August 2003, we
settled the following:

o     in exchange for the issuance of 65,000,000 shares of common
      stock the holder of a promissory note in the amount of
      $1,501,500 including interest agreed to cancel such note.
      The note was in default. . The market value of the common
      stock at the date of settlement was $.01 per share;

o     past due trade payable and a promissory note to the same
      vendor totaling approximately $116,000 for $6,000; and,

o     an equipment lease, in default, at face value, or
      approximately $4,000.

"We believe that by continuing these concerted efforts to settle
with our creditors, we will be able to continue to reduce
significantly our past due creditor trade obligations. However, if
we are not able to negotiate and execute payment plans or complete
cash settlements with certain of these creditors/vendors, we could
experience a severe negative impact on our business resources and
we may be forced to cease operations.

"As of May 31, 2003, we are delinquent in the payment of
approximately $503,100 of business and payroll taxes, plus an
estimated $323,200 of related assessed penalties and interest. The
majority of the past due amount is for payroll taxes, penalties
and interest due to the Internal Revenue Service. In April 2002,
the Internal Revenue Service filed a Federal Tax Lien on our
assets for all past due employment taxes, penalties and accrued
interest. In November 2002 we submitted an Offer In Compromise to
the Internal Revenue Service seeking relief on a portion of its
overall obligation and to structure a payment plan on the settled
amount of taxes due. We were notified on April 1, 2003 that the
Offer In Compromise was denied. In June 2003, management
resubmitted its second Offer In Compromise in an effort to
mitigate the same tax issues. As of September 9, 2003 the Internal
Revenue Service has only communicated with us that it is
processing the Offer. If the Internal Revenue Service and Insynq
cannot agree to a mutually agreeable and beneficial workout, the
Internal Revenue Service could take possession of our assets and
we may be forced to file for bankruptcy protection and/or to cease
operations altogether.

"On August 22, 2003 we entered into an asset purchase agreement to
sell a certain portion of our customer base for $100,000. The
purchaser has escrowed the $100,000 until certain closing
obligations have been met. In order to complete the sale of this
asset, we must obtain a release from the Internal Revenue Service,
who has filed a Federal Tax Lien on our assets, and the holders of
our convertible debentures. Our management intends to use the
proceeds for the purpose of negotiating a settlement and the
release of this asset. The asset (customer base) sold by Insynq is
approximately 45% of the current monthly revenue.

"As of September 9, 2003, we have workout agreements with three
taxing authorities for past due taxes. During the fiscal year
ended May 31, 2003, we completely paid off two workout
arrangements with two other taxing authorities, and, we initiated
one new workout. As of September 9, 2003 total principal balance
due for the remaining four workouts is approximately $16,600.
Terms of the remaining workouts require us to pay between $150 and
$2,000 per month until each respective tax obligation is
fulfilled. Two of the three taxing agencies have either filed a
lien or a warrant with the local county authorities to protect
their position during the respective workout periods.

"Additionally, two liens have been filed by two other states for
past due taxes, plus accrued interest and penalties. One lien was
filed by the State of Utah for approximately $28,000 for prior
year's income taxes assessed to our predecessor company. This
amount is in dispute and amended returns to correct this
deficiency have been filed, but not yet approved or denied. The
second lien was filed by the State of California for past due
payroll taxes, assessed penalties and accrued interest. We have
submitted a proposal for a long-term workout of the tax debt. We
believe the proposal is currently in review and under
consideration with the state authorities.

"There can be no assurances, however, that we will be able to
agree or commit to any proposed terms set forth by the Internal
Revenue Service or favorably negotiate terms with any of the other
taxing authorities. If we are unsuccessful in our negotiations or
fail to make our workout payments timely, the taxing authorities
could take possession of some or all of our assets. Should this
occur, we likely would be forced to cease our operations."


INTEGRATED HEALTH: Wants Approval of Medshares Settlement Pact
--------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates ask
the Court to approve their settlement agreement with Meridian
Corporation, also known as Medshares, Inc.

Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, informs the Court that Integrated
Health Services Inc. and Medshares are both debtors in their own
Chapter 11 cases and each has filed a series of claims in the
other's cases.

                      The Medshares Claims

The Medshares Debtors timely filed 51 proofs of claim in the IHS
cases.  Eleven of these claims where expunged by two Court orders
on February 22, 2001, leaving these 40 Claims pending -- 07256,
08174, 08175, 08176, 08177, 08178, 08179, 08180, 08184, 08185,
08186, 18187, 08188, 08189, 08191, 08192, 08193, 08194, 08196,
08197, 08199, 08201, 08203, 08204, 08205, 08206, 08223, 08399,
08400, 08401, 08402, 08403, 08404, 08405, 08406, 08407, 08408,
08409, 10965, 11287 amounting to $270,584,165.  These Claim were
listed in the claims register as priority claims.

The Medshares Claims arose from IHS's sale of its home healthcare
nursing services business, IHS Home Care Inc., to Medshares/IHS
Acquisition, Inc. for $21,625,000, subject to certain potential
adjustments, pursuant to a December 19, 1998 Stock Purchase
Agreement.  Each of the Medshares Claims asserts a right to
indemnification or an adjustment to the purchase price under the
Stock Purchase Agreement or other relief arising from it.

On February 10, 2003, the IHS Debtors sought for the disallowance
of the Medshares Claims or, in the alternative, for the
reduction, reclassification and estimation of the Claims.
Thereafter, the Medshares Claim were reclassified as non-priority
unsecured claims and collectively capped at $25,000,000.

                         The IHS Claims

On April 28, 2000, IHS timely filed proofs of claim in the
Medshares' cases also arising from the sale of its healthcare
nursing services business to Medshares.  The IHS Claims set forth
administrative claims amounting to:

   (1) $156,463 for Medicare overpayment reimbursed in error to
       Medshares rather than IHS;

   (2) $1,773,021 owing on equipment leases transferred from IHS
       to Medshares in connection with the sale; and

   (3) $1,870,135 arising from IHS's indemnification rights with
       respect to its obligations under real property leases
       rejected by Medshares.

Medshares disputed these three administrative claims.  On
October 16, 2000, IHS asked the Tennessee Court to allow the
claims for $3,799,619.  IHS's request remains pending.

                        Claims Settlement

The Settlement Agreement provides that:

   (a) Medshares will withdraw their $270,584,165 claim filed in
       the IHS case;

   (b) the IHS Debtors will withdraw their $3,799,619 claim filed
       in the Medshares cases; and

   (c) the parties will exchange releases.

Mr. Villoch asserts that the Settlement Agreement provides
substantial and quantifiable economic benefits to the Debtors'
estates and their unsecured creditors.  While the Debtors dispute
the amounts of the Medshares Claims, the outcome of the objection
is far from assured.  The Settlement eliminates tens of millions
of dollars of potential prepetition liability.

In addition to the quantifiable benefits, the Settlement
Agreement also allows the Debtors to:

   (a) avoid the disruption and distraction of prosecuting and
       defending complex litigation in the Delaware and Tennessee
       bankruptcy courts;

   (b) avoid the substantial administrative costs and the
       uncertain outcomes of these litigations; and

   (c) maintain their focus on reorganization issues and their
       core businesses.

Although the value of these additional benefits cannot be
precisely calculated, they translate to a substantial financial
benefit to the Debtors' estate and their reorganization, Mr.
Villoch says. (Integrated Health Bankruptcy News, Issue No. 64;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTERNET SERVICES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Internet Services of Michigan, Inc.
             3625 Park Place
             Suite 150
             Mishawaka, Indiana 46545

Bankruptcy Case No.: 03-12921

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Internet Services Management Group, Inc.   03-12922
        Internet Direct Communications, Inc.       03-12923
        Skye Internet Holdings, Inc.               03-12924

Type of Business: The Debtor is an Internet service provider.

Chapter 11 Petition Date: September 23, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Linda Marie Carmichael, Esq.
                  White And Williams, LLP
                  824 Market Street, Suite 902
                  Wilmington, DE 19801
                  Tel: 302-467-4502
                  Fax: 302-467-4530

                                  Total Assets:    Total Debts:
                                  -------------    ------------
Internet Services of MI           $500K to $1MM    $1MM to 10MM
Internet Services Mgt Group       $10MM to $50MM   $10MM to $50MM
Internet Direct Communications    $500K to $1MM    $1MM to $10MM
Skye Internet Holdings            $1MM to 10MM     $1MM to 10MM

A. Internet Services of Michgigan's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Ameritech of Michigan  Trade debt $39,331

Gramtel Communications  Trade debt $47,500

B. Internet Services Mgt Group's 10 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Linc Acquistion One, LLC    Long term debt &       $28,359,125
CO                          Sub. long-term debt

Linc Acquisition One, LLC   Sub. long-term debt    $12,695,792

Indiana Dept. of Finance    Income taxes              $285,361
P.O. Box 0595
Indianapolis, IN 46206-0595

Advantage Comms, Inc.       Trade debt                 $97,348

Ernst & Young LLP           Trade debt                 $76,244

Gramtel Communications      Trade debt                 $48,702

Qwest                       Trade debt                 $19,172

Nextel Communications       Trade debt                  $2,862

Michigan Treasury           Income Taxes                $1,800

Bingham McCutchen, LLP      Trade debt                  $1,109

C. Internet Direct Comms' 12 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Internet Direct Comms,      Unsecured Loan           1,305,344
Inc.
c/o Aleon Corporation
8500 W. 110th Street
Suite 200
Overland Park, KS 66210

Gram Tel Comms, Inc.        Unsecured Loan            $236,400

MCI Worldcom                Trade debt                $105,301

Qwest                       Trade debt                $172,126

SBC                         Trade debt                $179,568

Sprint                      Trade debt                 $37,058

Xspedius Communications     Trade debt                 $11,007

AT&T                        Trade debt                  $7,155

Sprint                      Trade debt                  $3,861

Craw-Kan Tel                Trade debt                  $1,921

Cidera, Inc.                Trade debt                    $700

Kurant                      Trade debt                    $500

D. Skye Internet Holdings' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Republic Fin'l Corp.        Note secured by the    $15,000,000
3300 South Parker Road      assets
Suite 500
Aurora, CO 80114

Worldcom                    Trade debt                $373,509
Wholesale Credit &
Collections
6929 N. Lakewood Avenue
Mail Drop 5.2-510
Tulsa, OK 74117
Ameritech of Indiana        Trade debt                $298,898
P.O. Box 981268
West Sacramento, CA 95798

Ameritech of Indiana        Trade debt                $298,898
P.O. Box 981268
West Sacramento, CA 95798

Ameritech of Indiana        Trade debt                $298,898
P.O. Box 981268
West Sacramento, CA 95798

Fort Wayne Internet, LLC    Unsecured Loan            $244,699

Verizon                     Trade debt                $244,699

Bellsouth                   Trade debt                $239,326

Gram Tel Communications,    Trade debt                $237,000
Inc.

Sprint                      Trade debt                $190,531

Ameritech of Michigan       Trade debt                 $78,142

KMC Telecom                 Trade debt                 $55,130

Ameritech of Ohio           Trade debt                 $17,100

Level 3 Comms, LLC          Trade debt                 $15,921

WilTel                      Trade debt                 $21,931

Broadwing                   Trade debt                 $12,171

ASI                         Trade debt                 $11,130

Merit Network, Inc.         Trade debt                  $8,850

Time Warner Telecom         Trade debt                  $7,480

Peters Broadcast            Trade debt                  $3,686
Engineering, Inc.


INTERSTATE BAKERIES: James R. Elsesser Elected as Board Chairman
----------------------------------------------------------------
Stockholders of Interstate Bakeries Corporation (NYSE:IBC), at its
Annual Stockholders' Meeting held in Kansas City, Missouri, on
September 23, 2003, approved the following:

1. The election of Charles A. Sullivan, Leo Benatar and Richard L.
   Metrick as Directors of the Company for three-year terms.

2. The ratification of the appointment of Deloitte & Touche LLP as
   independent auditors for the fiscal year ending May 29, 2004.

Following the Stockholders' Meeting, the Company's Board of
Directors elected James R. Elsesser, the Company's Chief Executive
Officer, to serve as Chairman of the Board. Mr. Elsesser replaces
Charles A. Sullivan, who has served as the Company's Chairman for
the past 12 years. Mr. Sullivan will continue as a Director of the
Company. The Board of Directors also adopted the Company's
Corporate Governance Guidelines, which provide for, among other
things, the annual selection of a director to preside at the
executive sessions of non-management directors. At the Board
Meeting, Mr. Leo Benatar was selected to serve as the presiding
director.

In addition, the Board of Directors declared a quarterly cash
dividend of $0.07 per share on the Company's common stock, payable
November 3, 2003, to stockholders of record at the close of
business October 15, 2003.

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


J.P. MORGAN: S&P Takes Rating Actions on Series 1997-C5 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
C, D, and E of J.P. Morgan Commercial Mortgage Finance Corp.'s
mortgage pass-through certificates series 1997-C5. Concurrently,
ratings are lowered on classes F, G and H, and affirmed on classes
A-2, A-3, and B from the same transaction.

The lowered ratings reflect the following: anticipated credit
support erosion upon the eventual disposition of some of the
specially serviced assets, particularly industrial, multifamily
and lodging assets; concerns regarding some of the loans on the
servicer's watchlist, particularly health care assets; ongoing
interest shortfalls to the class H, and the susceptibility of
class G to future interest shortfalls.

The raised ratings reflect a large increase in credit support
levels due to loan payoffs.

There are 10 loans with a current combined balance of $23.2
million (3.36% of the pool) that are specially serviced by GMAC
Commercial Mortgage Corp.  All but one are delinquent, and one is
real estate owned.

     -- Belmont Warehousing Complex, the REO loan, for $4.2
        million (0.61%), is the largest specially serviced loan,
        and is secured by a 441,000-square-foot industrial
        property located in Indianapolis, Ind. that is more than
        50 years old. GMACCM reports current occupancy at 41%. The
        property suffers from low ceiling heights of 20 to 22
        feet, much less than the current standard of 36 feet for
        warehouse properties. It is listed for sale at $2.9
        million. A loss is expected upon disposition.

     -- Heritage Park Apartments, the next largest specially
        serviced loan, for $4.1 million (0.59%), is secured by a
        344-unit multifamily property, also located in
        Indianapolis. It is 90-plus days delinquent and is in
        extremely poor condition. Approximately 50% of the
        apartments are not available for rent, due to either mold
        or poor condition. A great deal of deferred maintenance
        has been identified and a loss is expected upon
        disposition.

     -- Limited-service hotels secure another five specially
        serviced loans (combined $9.0 million, 1.30%). Two are
        located in Orlando, Florida, and one each in Monroeville,
        Pennsylvania, Lewisville, Texas, and Lynchburg, Virginia.
        Each suffers from low occupancy and poor operating
        performance. Losses are expected upon disposition for some
        of them.

     -- The Avalon Assisted Living and Hills Plaza loans were
        recently transferred to the special servicer for monetary
        default. Avalon Assisted Living is a struggling, 107-bed
        assisted living facility housed in a one-story concrete
        block building with a metal roof with a last reported
        occupancy of 70%. The facility is located in Lake Worth,
        Florida. Hills Plaza is a shopping center outside of
        Buffalo, New York that has lost its anchor tenant (Ames,
        dark more than a year) and has not been able to re-let the
        space. Occupancy is currently 21%. The center is older
        than its competitive set and the borrower offered a deed-
        in-lieu-of foreclosure.

The servicer's watchlist includes 41 loans totaling $154.2 million
(22.3%). Of note are three top 10 loans that appear on the
servicer's watchlist, as well as considerable lodging and
healthcare exposure. The fourth largest loan ($14.8 million), the
I-90 Preston Industrial Park, consists of three warehouse/office
properties located in Preston, Washington, and appears on the
watchlist due to a 54% occupancy resulting from a large tenant
vacating.

As of September 2003, the trust collateral consisted of 195
commercial mortgages with an outstanding balance of $691.4
million, down from $1.034 billion at issuance. Cumulative pool
losses to date from six loans total $13.7 million. The master
servicer, Midland Loan Services Inc., reported full-year 2002 net
cash flow debt service coverage ratios for 93% of the pool. Based
on this information, Standard & Poor's calculated the weighted
average DSCR for the pool to be 1.48x, up from 1.39x at issuance.
The current weighted average DSCR for the top 10 loans totaling
$147.3 million (21.3%) has increased to 1.49x for year-end 2002,
compared to 1.31x at issuance. However, four of the current top 10
loans reported lower DSCRs since issuance.

The pool has significant geographic concentrations in California
(17%), Florida (10%), New York (9%), Texas (8%), Virginia (8%, and
Maryland (6%). Significant collateral type concentrations include
retail (33%), multifamily (24%), office (11%), mixed use (10%),
lodging (8%), industrial (7%), and health care (6%).

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

                        RATINGS RAISED

          J.P. Morgan Commercial Mortgage Finance Corp.
             Mortgage pass-thru certs series 1997-C5

                   Rating
        Class   To         From      Credit Enhancement
        C       AA+        A                     25.03%
        D       A-         BBB+                  16.81%
        E       BBB        BBB-                  14.57%

                        RATINGS LOWERED

         J.P. Morgan Commercial Mortgage Finance Corp.
           Mortgage pass-thru certs series 1997-C5

                  Rating
        Class   To        From      Credit Enhancement
        F       B+        BB                    7.09%
        G       CCC+      B-                    1.86%
        H       D         CCC+                  1.11%

                        RATINGS AFFIRMED

        J.P. Morgan Commercial Mortgage Finance Corp.
           Mortgage pass-thru certs series 1997-C5

        Class     Rating       Credit Enhancement
        A-2       AAA                      40.73%
        A-3       AAA                      40.73%
        B         AAA                      33.26%


KAISER ALUMINUM: Plan Filing Exclusivity Extended Until Oct. 31
---------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained
fourth extension of their Exclusive Periods. U.S. Bankruptcy Court
Judge Fitzgerald gave the Debtors the exclusive right to file a
Plan until October 31, 2003, and the exclusive right to solicit
acceptances of that Plan from creditors until December 31, 2003.


KEVIN ADELL: Court Forces Sale of $2.8MM House and Other Assets
---------------------------------------------------------------
John Richards Homes Building Co., LLC, a leading builder of custom
luxury homes in southeastern Michigan, announced that a court
order has been issued that will allow the company to collect on a
landmark $6.4 million judgment awarded against prominent
broadcasting executive Kevin Adell.

The judgment, believed to be the largest reported compensatory and
punitive award rendered in U.S. bankruptcy court for filing an
improper involuntary bankruptcy petition, was issued on April 25
in connection with what the presiding judge called "reprehensible"
legal proceedings Adell launched against the company.

In a detailed 32-page ruling, The Honorable Steven W. Rhodes,
Chief Bankruptcy Judge for the Eastern District of Michigan, has
ordered that Kevin Adell's $2.8 million Florida house be sold
within 60 days and the proceeds remitted to John Richards Homes to
satisfy the April 25 issue judgment. Judge Rhodes also ordered
Adell to turn certain possessions over to U.S. Marshal within
seven days including:

* Cashier's checks or cash in his possession;

* Property that Adell delivered to the office of Asher Rabinowitz,
  his Florida attorney;

* Unused portions of any fee retainers paid to his attorneys.

Judge Rhodes also issued an order directing the Michigan Secretary
of State to record a lien in favor of JRH on any vehicles titled
in Adell's name. He also ruled that Adell "actively participated"
with his employer, Adell Broadcasting Corp., "in a scheme to evade
JRH's garnishments of his income."

The Adell family controls Adell Broadcasting Corp., which owns and
operates WADL, Channel 38, in Mount Clemens, and controls STN.com.
Kevin Adell is listed as vice president and general manager. He
also is president of The Word Network, a non-profit urban
Christian cable network that operates from the same facilities as
Adell Broadcasting. Although Kevin Adell earned $2.3 million in
income from his family-owned companies in 2001 and $1.7 million in
income in 2002, Adell Broadcasting Corp. and STN.com claim that he
owes them in excess of the compensation he is entitled to receive,
so they paid no funds in response to John Richards Homes' writs of
garnishment.

"It was Adell who invoked the jurisdiction of this Federal court
and thus submitted himself to its judgment," Judge Rhodes says in
his decision. "Having done that in bad faith, and then having had
a judgment entered against him, he must be required by Federal law
to respond to the judgment."

The court order was issued in response to a motion filed by John
Richards Homes seeking relief in the collection of a $6.4 million
award Judge Rhodes issued in April against Kevin Adell for filing
an involuntary bankruptcy petition against John Richards Homes. In
issuing the ruling, Judge Rhodes said the petition was "an extreme
abuse of the bankruptcy process" and that Adell's conduct was
"reprehensible and must be deterred and punished."

After the award was issued, Adell immediately liquidated assets,
including $1.7 million in treasury bills and ten luxury and
vintage automobiles, and bought a house in Florida for which he
paid $2.8 million in cash. He subsequently filed a motion saying
his assets were protected from Judge Rhodes' judgment because of
Florida's homestead law, which protects state residents from
having their homes forcibly sold to satisfy the collection of
monetary judgments.

In his lengthy decision, Judge Rhodes ruled that the state
homestead law is preempted, in this instance, by provisions in the
federal bankruptcy law. In addition, Judge Rhodes noted that the
Court "simply cannot find that Adell has the actual intention to
permanently live in Florida" and therefore is not protected under
Florida's homestead law. Among the various reasons cited by Judge
Rhodes was the testimony of Adell's girlfriend, Joelle
Lukasiewicz, a reporter with WDIV television, the NBC affiliate in
Detroit, who testified under oath that she has no plans to move to
Florida. Adell stated that he intends to marry Lukasiewicz.

"We are extremely grateful that Judge Rhodes took the time to
issue such a thorough and detailed decision addressing the legal
moves of Kevin Adell," said John Shekerjian, president of John
Richards Homes. "Although the process has taken a toll on our
family and employees, we are heartened that our nation's courts
have vindicated and continue to vindicate our position. We look
forward to refocusing our energies on our business and on
continuing to build the finest luxury homes in southeastern
Michigan."

Judge Rhodes' decisions can be found online by going to
http://opinions.mieb.uscourts.govand clicking on "Full Index."
His decision regarding damages to John Richards Homes was
published April 25, 2003 and motion for post-judgment relief was
published on September 17, 2003.


LEAP WIRELESS: Brings-In Falkenberg Capital as Expert Advisor
-------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates seek
the Court's authority to employ Falkenberg Capital Corporation to
provide a market valuation of their personal communications
service license portfolio and testify at the Plan confirmation
hearing on September 29, 2003.

The Debtors selected Falkenberg Capital because of the firm's
wealth of experience in providing valuation, financial advisory,
merger and acquisition and private placement services to wireless
and wireline telecommunication carriers.  Falkenberg Capital is a
registered broker of the National Association of Securities
Dealers specializing in telecommunications investment banking
services.  It has worked with major telecommunications companies
like ALLTEL, AT&T Wireless, Cingular, Sprint, T-Mobile, Verizon,
and Western Wireless.  Falkenberg Capital's sole focus on telecom
enables it to maintain highly accurate and current market
information and transaction data.

Falkenberg Capital will provide independent valuation of
financial advisory services on the Debtors' wireless license
portfolio.  Specifically, Falkenberg will be:

   (a) providing the Debtors with an independent review and
       valuation of their license portfolio on an aggregate and
       market-by-market basis.  All licenses held for both
       operating and non-operating markets will be evaluated and
       will include:

       -- estimated Auction 35 values for licenses; and

       -- estimated current values for the licenses;

   (b) identifying and evaluating potential purchasers of the
       licenses;

   (c) preparing a written report on the licenses' value for
       submission to the Bankruptcy Court;

   (d) assisting the Debtors in preparing for depositions,
       hearings and trials; and

   (e) testifying regarding reports made as well as other
       experts' reports.

Bruce Falkenberg assures the Court that Falkenberg Capital has no
connection with the Debtors, their subsidiaries or creditors and
the U.S. Trustee.  Falkenberg Capital does not hold any interest
adverse to the Debtors and their estates.  Falkenberg Capital is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

For its services, Falkenberg Capital will be:

   (a) paid $85,000 -- half of which will be payable upon
       delivery of the final written report to the Debtors for
       submission to the Court and the balance payable upon
       testimony before the Court;

   (b) reimbursed for its expenses incurred in connection with
       its services to the Debtors; and

   (c) paid $7,500 for each additional day in excess of two
       days that it is required to testify.

The Debtors tell Judge Adler that the firm's fees and expenses is
a result of arm's-length negotiations.  Falkenberg Capital will
be paid through the Debtors' funds.  Mr. Falkenberg ascertains
that the Debtors do not owe the firm any prepetition amounts.
(Leap Wireless Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LEE PHARMACEUTICALS: Caldwell Becker Resigns as Accountants
-----------------------------------------------------------
On September 18, 2003 Caldwell, Becker, Dervin, Petrick & Co.,
L.L.P., the principal independent accountants of Lee
Pharmaceuticals resigned.  The Board of Directors of Lee
Pharmaceuticals approved the resignation of Caldwell, Becker,
Dervin, Petrick & Co., L.L.P.

The reports of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. on
the financial statements of Lee Pharmaceuticals for each of the
past three years ended September 30, 2002, 2001, and 2000
contained explanatory paragraphs describing an uncertainty about
the Company's ability to continue as a going concern.

On September 18, 2003, Lee Pharmaceuticals engaged George Brenner,
CPA, as its new principal accountant to audit its financial
statements.


LENNAR CORP: Board Increases Annual Dividend to $1.00 Per Share
---------------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B), one of the nation's
largest homebuilders, announced that its Board of Directors has
voted to increase the annual dividend rate paid with regard to its
Class A and Class B common stock to $1.00 per share per year, and
declared the first $0.25 quarterly cash dividend. The dividends
are payable on November 17, 2003 to holders of record on
November 7, 2003. Currently, Lennar has been paying dividends on
its Class A and Class B common stock at the rate of $0.05 per
share per year.

Stuart Miller, Lennar's President and Chief Executive Officer,
said, "Given the Company's high liquidity, visibility, and
confidence in our capacity to generate sustainable earnings and
cash flow, we felt that it was an appropriate time to increase
Lennar's cash dividend. Additionally, the Board of Directors felt
that our shareholders should share more directly in the Company's
substantial free cash while not limiting our financial capacity
to continue growing and reinvesting in the homebuilding industry
where the economics continue to favor growth among the national
homebuilders."

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

                         *     *     *

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

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

                         RAISED RATINGS

                          Lennar Corp.

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

                         U.S. Homes Corp.

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


LNR PROPERTY: Reports Weaker Performance for Third Quarter 2003
---------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) one of the nation's leading
real estate investment, finance and management companies, reported
net earnings for its third quarter ended August 31, 2003 of $30.3
million, or $1.01 per share diluted, after a one-time charge of
$.22 per share diluted, compared to net earnings of $53.7 million,
or $1.54 per share diluted, for the same quarter in 2002.  For the
nine months ended August 31, 2003, net earnings were $89.9
million, or $2.91 per share diluted, after a one-time charge of
$.22 per share diluted, compared to net earnings of $113.5
million, or $3.24 per share diluted for the same period in 2002.

Mr. Jeffrey P. Krasnoff, President and Chief Executive Officer of
LNR, stated, "We continue to see great success in implementing our
strategic plan by taking advantage of current economic conditions
to create long-term value for our shareholders.  We have carefully
controlled our investment strategy, keeping our focus on
opportunities where our unique franchise, expertise and
relationships give us a competitive advantage and an ability to
add value, while carefully measuring and controlling downside
risk. CMBS and B-notes continue to be a key part of that strategy,
making up the majority of the $1 billion in new investments
identified so far this year."

Mr. Krasnoff continued, "In addition, we are very excited about
other long-term value creation opportunities such as Newhall Land,
which we expect will add substantial cash flow and earnings
beginning in 2005, and for many years to come.  Looking ahead, as
the real estate markets continue to evolve, our highly sought-
after workout and value-add skills will enable us to capitalize on
the higher yielding investment opportunities that we expect will
emerge."

Mr. Krasnoff added, "While we continue to build our long-term
strategic portfolio of assets, the extremely strong demand from
buyers of high-quality income producing assets has provided a
perfect opportunity to harvest some of the value that our
management team has created.  As a result, we have recycled over
$750 million in proceeds back into the Company over the past 12
months to further improve our balance sheet.  Likewise, favorable
capital markets have enabled us to issue new long-term debt,
retire higher-coupon shorter-term debt, and top out our unsecured
revolver.  As we enter the fourth quarter, we are pleased to
report the highest level of liquidity in our history."

Mr. Krasnoff concluded, "As previously announced, we incurred a
$.22 per share one-time charge to earnings this quarter related to
the early retirement of our $200 million 9.375% notes.  To account
for this, last quarter we reduced our 2003 earnings per share
goals to the lower end of our $3.70 - $3.90 range. When our $250
million 10.5% notes approach the end of their non-call period in
January 2004, we are positively inclined to retire those as well.
If we are successful, it will result in a charge next year as
well. With the completion of our previously anticipated CMBS sale
and investments for 2003 well in place, we are narrowing our 2003
goals to a range of $3.65 - $3.75 per share."

                    THIRD QUARTER PERFORMANCE

As required, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long Lived Assets," (FAS No. 144) effective December 1, 2002.
This statement did not have any impact on the Company's net
earnings, but has changed certain classifications on both the
Company's statement of earnings and its balance sheet.  Under
generally accepted accounting principles in the United States of
America, since November 30, 2002, any time the Company sells, or
determines to sell, a rental real estate property, it is required
to reclassify the revenues and expenses of that property,
including the profit or loss on the sale of that property, both
with regard to the current period and with regard to the past, as
discontinued operations.  Primarily because of this, 17% of our
net earnings during the third quarter and 26% of our net earnings
during the first nine months of our fiscal year are characterized
as earnings from discontinued operations.  However, as a real
estate operating company, regularly engaged in the business of
acquiring and developing properties for the purpose of improving
them and selling them at a profit, the Company's management
considers earnings from properties the Company sells, or holds for
sale, as an important part of its ongoing operations.

The Company believes that in order for its investors to better
understand its business and its operating performance, financial
information which combines the results from both continuing
operations and operations classified as discontinued because of
the application of FAS No. 144 should be provided. Accordingly,
the following discussion and analysis of the Company's third
quarter and nine-month performance is presented on a combined
basis.

Total revenues and other operating income declined slightly by
$1.3 million, or 1%, this quarter, compared with last year's third
quarter. Total revenues and other operating income increased due
to higher gains on sales of operating properties, higher
management and servicing fee income and the recognition of a lease
termination fee received on one of the Company's office
properties.  These increases were offset by lower rental income
from a smaller stabilized property portfolio, lower interest
income due to lower overall CMBS yields in the current year, and
lower gains on sales of securities.

Real Estate Properties

Earnings before income taxes from real estate property activities
were $20.6 million for the quarter ended August 31, 2003, compared
to $17.8 million for the same period in 2002. This increase was
primarily due to higher gains on sales of real estate property
assets and higher equity in earnings of unconsolidated
partnerships, partly offset by lower net rents (rental income less
cost of rental operations, including net rents categorized as
earnings from discontinued operations).

Gains on sales of real estate property assets were $10.7 million
for the quarter ended August 31, 2003 (including $8.5 million
characterized as earnings from discontinued operations), compared
to $5.3 million for the same period in 2002.  Gains on sales of
real estate property assets fluctuate from quarter to quarter
primarily due to the timing of asset sales.

Equity in earnings of unconsolidated partnerships increased $3.0
million to $12.1 million for the quarter ended August 31, 2003,
from $9.1 million for the same period in 2002.  This increase was
primarily due to higher earnings rom Lennar Land Partners, a
partnership owned 50% by LNR and 50% by Lennar Corporation that is
engaged in the acquisition, development, and sale of land suitable
for residential development.  This increase was partially offset
by earnings from partnerships other than LLP that had gains on
asset sales in the prior year.

On July 21, 2003, the Company announced that an entity, owned 50%
by LNR and 50% by Lennar Corporation, entered into an agreement to
acquire The Newhall Land and Farming Company, subject to a 45-day
due diligence period. Newhall Land, a premier community planner in
north Los Angeles County, is primarily engaged in the planning of
the Valencia and Newhall Ranch communities, with over 48,000 acres
of land in California primarily related to real estate and
agricultural operations.  On September 4, 2003, LNR and Lennar
announced that their venture had completed its due diligence in
connection with the acquisition and announced its intention to
proceed with the merger. The transaction is subject to the
approval of Newhall Land's unitholders, the approval of the
California Public Utilities Commission due to the change of
control of Valencia Water Company, a wholly-owned subsidiary of
Newhall Land, that will result from the purchase, the expiration
or termination of the Hart-Scott-Rodino waiting period, and
customary closing conditions. Simultaneous with the closing of the
transaction, expected to occur in mid-2004, LNR will purchase
existing income producing commercial assets from Newhall Land and
Lennar will commit to purchase, and receive options to purchase,
certain homesites from the venture.  The company does not expect
this transaction to have a significant impact on its results until
2005.

Net rents decreased to $10.7 million for the quarter ended
August 31, 2003, from $15.4 million for the same period in 2002.
Over the past three years, the Company has limited its new
property acquisitions in favor of adding value to its existing
portfolio through development, repositioning and leasing.  As
these properties have come on-line, the Company has been taking
advantage of strong buyer demand by selling many of the assets at
premium prices.  As a result, the Company's stabilized property
portfolio has declined over the prior year.  At the end of the
quarter, 33% of the Company's $670.6 million owned property
portfolio was stabilized.  At the end of the prior year quarter,
48% of the Company's $810.4 million owned portfolio was
stabilized.

During the third quarter of 2003, the Company received a $24
million lease termination fee from a tenant that had originally
leased 100% of one of its office buildings for ten years.
Approximately $8.9 million of that fee was a recovery of
capitalized and deferred costs associated with the lease. The
remaining $15.1 million was recorded as other income, while a
$15.1 million impairment charge was recorded to reflect the
current market value of the building without the tenant. The
transaction had no impact on pre-tax earnings. The Company plans
to re-lease the building in the future.

LNR's domestic real estate portfolio, including properties held in
unconsolidated partnerships, at quarter-end included approximately
6.8 million square feet of office, retail, industrial and
warehouse space, 0.3 million square feet of ground leases, 2,100
hotel rooms, and 11,200 apartments (9,700 in affordable housing
communities), either completed, under development or under
management.  This compares with approximately 7.2 million square
feet of office, retail, industrial and warehouse space, 1.6
million square feet of ground leases, 2,200 hotel rooms, and
13,700 apartments (11,100 in affordable housing communities),
either completed, under development or under management twelve
months earlier.  At August 31, 2003, LNR's wholly-owned operating
property portfolio, excluding $431.4 million of assets undergoing
development or repositioning and $55.2 million relating to the
affordable housing business, was yielding approximately 12.4% on
net book cost.

Real Estate Loans

LNR's real estate loan business consists of lending in unique
high-yielding situations. Earnings before income taxes from real
estate loans were $13.7 million for the quarter ended August 31,
2003, compared to $9.6 million for the same period in 2002.  This
increase was primarily due to higher interest income.

Interest income from real estate loans increased 44% to $14.0
million for the quarter ended August 31, 2003, from $9.8 million
for the same period in 2002.  This increase was primarily due to a
higher average level of loan investments, partially offset by the
impact of lower interest rates on floating-rate loans.  Most of
the Company's floating-rate interest is earned on investments in
structured junior participations in short-to-medium term real
estate loans ("B-notes").

During the third quarter, the Company funded five additional B-
note investments for $66.5 million, and received $80.0 million
from the payment in full of three B-note investments. Subsequent
to the end of the third quarter, the Company closed one additional
B-note investment for $49.0 million and committed to fund five
additional B-note investments for $123.7 million. Assuming these
loans are funded, the total investments under the Company's B-note
program will be approximately $585.2 million, a 91% increase over
August 31, 2002.

Real Estate Securities

Earnings before income taxes from real estate securities were
$57.9 million for the quarter ended August 31, 2003, compared to
$83.0 million for the same period in 2002.  This decrease was
primarily due to lower gains on sale of securities, lower interest
income and lower equity in earnings of unconsolidated partnership
investments, partially offset by an increase in management and
servicing fee income.

During the third quarter, the Company sold $420 million face
amount of investment grade CMBS through a resecuritization of non-
investment grade CMBS investments (LNR CDO 2003-1).  LNR selected
$703 million face amount of non-investment grade bonds from its
owned portfolio and transferred those bonds to a qualified special
purpose entity.  The Company committed to contribute up to $60
million face amount of additional non-investment grade CMBS to the
QSPE over a nine-month period.  The additional CMBS were
identified and purchased by the QSPE in September 2003. The total
of $763 million of CMBS bonds that are collateral for this
transaction are from 35 different CMBS transactions (with a
weighted average rating of B+/B1) purchased over the past four
years. Underlying these CMBS transactions are a total of $34.8
billion of commercial real estate loans, and each of the 4,800
loans comprising this amount were evaluated in detail during the
Company's due diligence process before the bonds were acquired.
During that process, LNR was able to remove almost $3.0 billion of
loans that did not meet its standards prior to the original
securitizations taking place.

LNR's due diligence, collateral selection and special servicing
all add value to its CDO transactions.  For example, one
measurement of the quality is the delinquency rate of the
underlying collateral, which was approximately 45% lower than that
of the industry average delinquency rates according to statistics
from Trepp, LLC.

Taking into account the diversification and the quality of the
collateral, as well as LNR's involvement in the transaction, the
rating agencies rated $420 million of the $763 million face amount
of bonds from the CDO as investment grade.  The Company sold all
of the investment grade bonds to unrelated third parties for total
cash proceeds of $412 million.  The proceeds were used to pay down
senior secured and unsecured debt, the majority of which can be
re-borrowed.

As a result of the sale of the investment grade bonds, the Company
will be recognizing a total pre-tax gain of $47.7 million. As a
result of the timing of the purchase of the $60 million of
additional collateral, only $29.3 million of the gain was recorded
in the third quarter. The remaining $18.4 million of gain will be
recorded in the fourth quarter.  In 2002 a gain of $45.6 million
was recognized on a similar transaction, all in the third quarter.

The Company has also retained the remaining $343 million of face
amount in the form of non-investment grade rated bonds and unrated
preferred shares of the QSPE.  At August 31, 2003, the amortized
cost of the retained interests in the 2003 CDO was $68.4 million,
or approximately 20% of face value.  Cash flow from interest
payments to LNR for the first twelve months alone is anticipated
to be approximately $16.7 million or 24% of book value.  Total
estimated cash flows to be received on the retained interests over
the life of the transaction, based on the Company's detailed
underwriting of the $34.8 billion of collateral, is expected to
exceed $250 million.

Interest income from direct CMBS investments decreased to $25.9
million for the quarter ended August 31, 2003, from $35.2 million
for the same period in 2002.  This decrease was primarily due to
lower overall yields in the current year.  In addition, for the
past year, the Company has been migrating to higher-rated and
lower loan-to-value positions in its real estate related
investments.  The Company believes the returns on these lower risk
investments provide a higher relative value in the current
economic environment.

The Company's annualized cash yield on its fixed-rate CMBS
portfolio is approximately 17%.  The cash yield on the unrated
portion of this portfolio is approximately 29%.

Equity in earnings of unconsolidated partnerships decreased by
$2.4 million for the quarter ended August 31, 2003, compared to
the same period in 2002.  The decline in earnings was primarily
due to reduced income from the Madison Square joint venture
because of lower interest income resulting from the timing and
amount of expected principal collections related to short-term
floating-rate securities owned by the venture. At the end of the
third quarter, the Company's 25.8% investment in Madison, which
owned $1.3 billion face amount of CMBS at August 31, 2003, was
$83.6 million. The Company received $10.6 million in cash
distributions and fees from Madison during the third quarter of
2003 and since its inception, has received $161.9 million in cash
distributions and fees on an original investment of $90.1 million.

Management and servicing fee income increased $4.3 million to
$11.1 million for the quarter ended August 31, 2003, from $6.8
million for the same period in 2002, primarily due to increased
activity in the Company's specially serviced portfolio.

During the quarter ended August 31, 2003, the Company acquired
$181.0 million face amount of non-investment grade fixed-rate CMBS
for $101.9 million.  Subsequent to the end of the quarter, the
Company committed to purchase securities in two additional CMBS
transactions. In these transactions, the Company expects to
acquire approximately $97.7 million face amount of non-investment
grade fixed-rate CMBS for approximately $44.4 million.

Assuming these transactions close as anticipated, the total face
amount of the Company's direct non-investment grade CMBS
investments will be approximately $2.3 billion with an amortized
cost of approximately $879 million.  The rated portion of this
portfolio will be approximately $905 million of face value with an
amortized cost of approximately $561 million.  The unrated portion
of this portfolio will be approximately $1.4 billion of face value
with an amortized cost of approximately $318 million.

With these new transactions, the Company will have an investment
in or be the special servicer for 118 CMBS pools with an aggregate
original face amount of approximately $102 billion, compared to
102 pools with an aggregate original face amount of $82 billion at
August 31, 2002.

                      NINE-MONTH PERFORMANCE

Real Estate Properties

For the nine-month period ended August 31, 2003, real estate
property earnings before income taxes were $88.2 million compared
to $58.2 million for the same period in 2002.

Equity in earnings of unconsolidated partnerships increased to
$39.0 million for the nine-month period ended August 31, 2003,
from $19.1 million for the same period in 2002.  This increase was
primarily due to higher earnings from one partnership which is
involved in the development of approximately 585 acres of
commercial and residential land in Carlsbad, California.  The
partnership sold 75% of its interest in the land during the first
quarter of 2003 for a gain.

Gains on sales of real estate property assets increased to $47.0
million for the nine-month period ended August 31, 2003 (including
$35.5 million characterized as earnings from discontinued
operations), from $29.4 million for the same period in 2002,
reflecting a higher level of property sales activity in 2003.

Net rents decreased to $40.9 million for the nine months ended
August 31, 2003, from $43.5 million for the same period in 2002,
as the Company's stabilized property holdings were reduced since
the prior year.

General and administrative expenses increased to $22.9 million for
the nine months ended August 31, 2003, from $20.3 million for the
same period in 2002.  This increase was primarily due to increased
personnel and out-of-pocket expenses related to overall growth in
the development/repositioning portfolio as well as the European
property operations.

Real Estate Loans

For the nine-month period ended August 31, 2003, real estate loan
earnings before income taxes were $34.6 million compared to $28.1
million for the same period in 2002.

Interest income increased to $36.3 million for the nine-month
period ended August 31, 2003, from $29.2 million for the same
period in 2002.  This increase was primarily due to a higher
average level of loan investments, as well as income in 2003
realized from the payoff of several loan investments that had been
purchased at a discount, partially offset by the impact of lower
interest rates on floating-rate loans.

Real Estate Securities

For the nine-month period ended August 31, 2003, real estate
securities earnings before income taxes were $124.3 million
compared to $172.2 million for the same period in 2002.

Equity in earnings of unconsolidated partnerships decreased $15.0
million for the nine-month period ended August 31, 2003, compared
to the same period in 2002, reflecting a decrease in earnings from
Madison, as previously discussed.

Interest income decreased to $88.9 million for the nine-month
period ending August 31, 2003, from $107.2 million for the same
period in 2002.  This decrease was primarily due to lower overall
yields in the current year and the early collection of purchase
discounts due to prepayments on more seasoned transactions in the
prior year, offset in part by a higher average level of CMBS
investments.

Gains on the sale of securities decreased to $29.8 million for the
nine-month period ended August 31, 2003, from $47.2 million for
the same period in 2002, reflecting the timing of the recognition
of the gain from the 2003 resecuritization transaction, as
previously discussed.

                 FINANCING AND CAPITAL STRUCTURE

During the third quarter, the Company sold $350 million principal
amount of 7.625% senior subordinated notes due 2013.  Proceeds
from the sale were used to redeem the Company's $200 million
principal amount of 9.375% senior subordinated notes due 2008 at a
redemption price equal to 104.688% of principal plus accrued
interest. The remainder of the proceeds were used to pay down
senior secured and unsecured debt and for general corporate
purposes. Primarily as a result of the redemption of the notes at
a premium, the Company recorded a pretax charge of $10.3 million
to earnings from continuing operations during the quarter ended
August 31, 2003, which is reported in the "Corporate and Interest"
segment.

During the quarter, the Company completed the syndication of its
unsecured revolving credit facility which is now at its maximum
commitment of $400 million.

At August 31, 2003, the Company had $1.7 billion of available
liquidity to fund future investments, the highest level of
liquidity it has ever reported. Additionally, at August 31, 2003,
only 10% of the Company's debt was scheduled to mature over the
next twelve months, most of which is expected to be extended,
refinanced or paid off as related assets are sold in the coming
months.

In order to minimize the effects of interest rate risk, the
Company has continued its efforts to maintain a highly match-
funded balance sheet.  At August 31, 2003, 63% of its debt was
fixed-rate, 18% was floating-rate but had been swapped to fixed-
rate and 12% was match-funded against floating-rate assets. After
considering the floating-rate debt that had been swapped or was
match-funded, only 7% of the Company's total debt remained
floating-rate, and a 100 basis point change in LIBOR would impact
net earnings by only $1.9 million, or $0.06 per share diluted.

Interest expense increased by 17% and 11% for the quarter and
nine-month periods ended August 31, 2003, respectively, compared
to the same periods in the prior year, primarily reflecting higher
average debt balances. For the quarter, this increase also
reflects higher average interest rates during the period. For the
nine-month period, this increase was partially offset by lower
average interest rates during the period. The weighted average
interest rate on outstanding debt was 6.4%, at August 31, 2003
compared to 6.3% at August 31, 2002.

The Company continues to believe that the assets on its balance
sheet are conservatively stated relative to fair values.  At
August 31, 2003, based on internal estimates, asset fair values
exceeded their amortized book cost by approximately $484 million.
This includes approximately $332 million of excess value that is
not reflected on the balance sheet and relates primarily to the
real estate property segment.  The remainder represents
approximately $152 million of estimated fair value in excess of
amortized cost related to the available-for-sale CMBS portfolio,
which is reflected on the balance sheet, but most of which has not
yet been reflected in earnings.  After considering this excess
value, the Company believes its net asset value per share is
approximately $42.71 at August 31, 2003.

At the end of the quarter, the Company was operating at a 1.35:1
net debt to book equity ratio and at a 1.11:1 net debt to equity
ratio, if book equity is adjusted to reflect the estimated fair
market value in excess of what is on the balance sheet.

As previously reported, Standard & Poor's Ratings Services revised
its outlook on Miami Beach, Florida-based LNR Property Corp. to
stable from positive. The ratings on LNR, including the company's
'BB' long-term counterparty credit rating, were affirmed.

LNR's senior unsecured debt and senior subordinated debt are rated
'BB+' and 'BB-', respectively, by Fitch, respectively. The Rating
Outlook is Stable.


MARINER POST-ACUTE: Wants RM&G's $1.6-Million Claim Disallowed
--------------------------------------------------------------
The Mariner Post-Acute Network Debtors ask the Court to disallow
Claim No. 20115 filed by RM&G Inc.

Before the Petition Date, RM&G was a sublessee under non-
residential real property sublease agreements.  In August 2001,
the Court authorized the Debtors to reject each of the Subleases
as well as the master lease agreements governing each Sublease.
RM&G filed a $1,596,132 Claim on account of purported damages it
incurred from the rejected subleased facilities.

Concurrent with the rejection, the Debtors relate that RM&G and
its principals:

     (i) formed single-purpose entities that entered into new
         lease agreements -- Replacement Leases -- for certain of
         the Subleased Facilities directly with the master
         lessors of the Subleased Facilities; and

    (ii) with respect to each of the Subleased Facilities not
         subject to Replacement Leases, continued to operate the
         Subleased Facilities on the same terms and conditions as
         provided in the Subleases.

Accordingly, RM&G is still in possession of the Subleased
Facilities and continues to operate the Facilities.  Given this,
the Debtors contend that RM&G cannot assert a claim for damages
resulting from the rejection of the Subleases -- as RM&G suffered
no harm as a result of the rejection.  The Debtors also complain
that RM&G has failed to properly calculate its state law damages
by, among other things, failing to take into account its complete
mitigation of any damages that may have resulted from the
rejection.

The Debtors also object to the claims asserted by certain parties
as a result of the rejection of the RM&G Subleases.  Seven
claimants have attached their claims to the RM&G Claim:

   1. Heartland of Bethany Inc.,
   2. Edwin L. Gage,
   3. Elaine Gage,
   4. Donald R. Moore,
   5. Virginia Moore,
   6. John V. Rich, and
   7. Lawanda Rich.

The Debtors are not aware of any claims that the other Claimants
have against them relating to the Subleases.  The Debtors do not
believe that they have any contractual relationship with these
parties.  They are not aware of any other basis for any claims of
such parties.

The Debtors also argue that the Claimants failed to allege
sufficient facts to support the Claims for the Claims to be held
prima facie valid.  The Claimants failed to attach copies of the
relevant writings or otherwise allege sufficient facts to support
their Claims. (Mariner Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MEDIACOM COMMS: Increased Competition Prompts Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mediacom
Communications Corp. and subsidiaries to negative from stable. The
'BB' corporate credit rating, as well as the other ratings on the
company, was affirmed.

"The outlook revision is based on the concern about increased
competition from direct-to-home satellite TV providers, which are
expanding the availability of local-into-local broadcast signals
in the company's markets," explained Standard & Poor's credit
analyst Eric Geil. Rising DTH competition is contributing to
subscriber erosion at Mediacom that is higher than the level
earlier anticipated by the company, marginally weakening the
overall business risk profile. During the 12 months ended
June 30, 2003, basic subscribers declined by 1.4%. The company is
now expecting up to a 2% basic subscriber decline for full-year
2003, compared with previous guidance of flat to 1% lower
subscriber levels. Although Mediacom is steadily strengthening its
financial profile and began generating free cash flow in the 2003
second quarter, the increased competitive environment makes it
important for the company to maintain a higher level of financial
cushion in order to retain the 'BB' corporate credit rating.

The ratings on Mediacom continue to reflect high financial risk
from debt incurred for cable system acquisitions and rebuilding
projects; rising satellite TV competition that is eroding basic
subscriber levels; the less lucrative, smaller market
characteristics of the company's systems; mature revenue growth
prospects for video services; and rising programming costs.
Partly tempering these factors are the company's good business
risk profile from its position as the dominant supplier of pay
television in its markets, the potential for revenue growth from
high-speed data and digital video services, and healthy margins.

Mediacom has ample liquidity from $42.9 million cash as of
June 30, 2003, and $663 million in bank borrowing availability
under the most restrictive covenants. The company currently has
good cushion relative to bank covenants and should maintain
reasonable headroom as covenants tighten. Debt maturities are
modest through 2005. In the event that additional capital is
needed, Mediacom's high level of debt per subscriber, at $1,955,
and dispersed operations in smaller and medium-size markets could
limit the attractiveness to outside investors.


MERITAGE CORP: Will Host Q3 Conference Call on October 21, 2003
---------------------------------------------------------------
Meritage Corporation (NYSE:MTH) will host its third quarter
conference call to discuss results on:

                 Tuesday, October 21, 2003 at:

            11:00 a.m. Eastern, 10:00 a.m. Central,
             9:00 a.m. Mountain, 8:00 a.m. Pacific

                       TO PARTICIPATE:
    Please dial in at least five minutes before start time.

               Domestic Dial-In: 1-800-289-0726
               International Dial-In: 1-913-981-5545

REPLAY: If you are unable to participate on the call, a replay
will be available from 2:00 p.m. eastern Tuesday, October 21, 2003
through Tuesday, October 28, 2003 at 12:00 midnight eastern by
dialing 1-888-203-1112, code 786361. The call will be archived on
the Company's Web site at http://www.meritagehomes.comand will be
available through CCBN for two weeks at
http://www.companyboardroom.com

Meritage Corp. (Fitch, BB Senior Unsecured Debt Rating, Stable)
designs, builds and sells distinctive single-family homes ranging
from entry-level to semi-custom luxury. Meritage operates in the
Phoenix and Tucson, Ariz., markets under the Monterey Homes,
Hancock Communities and Meritage Homes brand names; in the
Dallas/Ft. Worth, Austin and Houston, Texas, markets as Legacy
Homes and Hammonds Homes; in the East San Francisco Bay and
Sacramento, Calif., markets as Meritage Homes; and in the Las
Vegas, market as Perma-Bilt Homes.


METALDYNE CORP: Appoints Chuck Pestow President, Asia Pacific
-------------------------------------------------------------
Metaldyne announced that Chuck Pestow, the company's vice
president of sales and marketing, has been promoted to the
position of president, Asia Pacific.

In this position, Pestow will be responsible for all aspects of
the company's business in the Asia Pacific region.

"I am pleased to have Chuck in this important new role," said Tim
Leuliette, chairman president and CEO.  "We see excellent
opportunities for growth in the Asia-Pacific region, and I am
confident that Chuck's leadership will be a great asset as we
expand Metaldyne's footprint in that part of the world."

Pestow has served in his current position since May 2001.  Before
that, he served as vice president of sales and marketing for the
former Simpson Industries.  Prior to joining Simpson, Pestow held
several senior management roles in engineering, operations, sales
and marketing at TRW.

Pestow attended Purdue University where he earned a Bachelor of
Science degree in Mechanical Engineering.  He is a member of the
Society of Automotive Engineers.

Concurrent with this announcement, Anne Lockwood has been
appointed Metaldyne's vice president of sales.  She most recently
served as the vice president of sales for Metaldyne's Engine
Group.  Prior to that, Lockwood was vice president of engineering
and sales for the Sintered Products division of the former
MascoTech Corporation.

"I am pleased to have Anne in this position," said Leuliette.
"She has been instrumental in the global growth of both the
Sintered Products division and Engine Group, and her experience
and leadership skills will be valuable to the entire organization
as she assumes this new role."

Lockwood, who resides in Rochester Hills, Mich., earned a
bachelor's degree from New York University.

Metaldyne is a leading global designer and supplier of metal-based
components, assemblies and modules for transportation-related
powertrain and chassis applications including engine,
transmission/transfer case, wheel-end and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.  The company serves the automotive segment
through its Chassis, Driveline & Transmission, and Engine Group.

Headquartered in Plymouth, Mich., Metaldyne (S&P, BB- Corporate
Credit Rating) has annual revenues of $1.5 billion.  The company
employs over 7,250 employees at over 50 facilities in 11
countries.

For more information, please visit http://www.metaldyne.com


NAHIGIAN BROTHERS: Gets Okay to Tap HB Financial as Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave its stamp of approval to Nahigian Brothers Galleries
Incorporated's application to employ HB Financial, Inc., as a
Consultant.

Before the Petition Date, the Debtor retained HB Financial as a
consultant to provide crisis management assistance. HB Financial
has advised the Debtor in connection with its relationships with
employees, suppliers, trade creditors and the Lender and has
interacted directly with such constituencies. HB Financial has
prepared cash flow budgets and reconciliations which have been
needed to operate the business and for presentation to the Lender.
HB Financial will continue providing such services in this chapter
11 case.

James A. Hubbard, the president of HB Financial is the lead
consultant on this matter. John Miller and Brian Blecke will also
work as consultants with HB Financial, as independent contractors.
Their current hourly rates are:

          James A. Hubbard      $200 per hour
          John Miller           $150 per hour
          Brian Blcckc          $100 per hour

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


NAT'L CENTURY: Restructuring Transactions Under Liquidation Plan
----------------------------------------------------------------
On or after the Effective Date, the National Century Financial
Enterprises Debtors, the Liquidation Trust and the Litigation
Trust may enter into Restructuring Transactions and may take
actions, including one or more mergers, consolidations,
restructurings, dispositions, liquidations or dissolutions as may
be determined by the Debtors, the Liquidation Trust or the
Litigation Trust to be necessary or appropriate.

David J. Coles, NCFE President, Secretary and Treasurer, says
that the actions to effect these transactions may include:

   (a) the execution and delivery of appropriate agreements or
       other documents of merger, consolidation, restructuring,
       disposition, liquidation or dissolution containing terms
       that are consistent with the terms of the Plan and that
       satisfy the applicable requirements of applicable law and
       other terms to which the applicable entities may agree;

   (b) the execution and delivery of appropriate instruments of
       transfer, assignment, assumption or delegation of
       property, rights, liabilities, duties or obligations on
       terms consistent with the terms of the Plan and having
       other terms to which the applicable entities may agree;

   (c) the filing of appropriate certificates or articles of
       merger, consolidation or dissolution pursuant to
       applicable law; and

   (d) all other actions that the applicable entities determine
       to be necessary or appropriate, including making filings
       or recordings that may be required by applicable law.

The Restructuring Transactions in connection with the initial
distributions of Cash and the transfer of Assets to the
Litigation Trust and the Liquidation Trust will proceed on or
before the Effective Date:

   (1) ING will transfer the ING Payment to NPF V1.

   (2) NPF VI will make the NPF VI Cash Transfer from the NPF VI
       Restricted SPV Funds to the collection account maintained
       by Bank One, N.A. on behalf of NPF XII.

   (3) The Indenture Trustees will make the NPF VI Initial
       Restricted SPV Funds Distribution and the NPF XII Initial
       Restricted SPV Funds Distribution.

   (4) All remaining Assets of the Debtors will be transferred to
       the Litigation Trust and the Liquidation Trust pursuant to
       the terms and conditions of the Plan.

             Obligations of any Successor Corporation

In each case in which the surviving, resulting or acquiring
corporation or other entity in any transaction is a successor to
a Debtor, Mr. Coles says, the surviving, resulting or acquiring
corporation or other entity will perform the obligations of the
applicable Debtor pursuant to the Plan to pay or otherwise
satisfy the Allowed Claims against the Debtor, except as provided
in any contract, instrument or other agreement or document
effecting a disposition to the surviving, resulting or acquiring
corporation, which may provide that another Debtor will perform
the obligations. (National Century Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NESS ENERGY: Accountants Eliminate Going Concern Limitation
-----------------------------------------------------------
Ness Energy International, Inc. (OTC Bulletin Board: NESS)
announced the determination by the companies' independent public
accountants to remove the going concern limitation pertaining to
the financial statements, a move Management believes is reflective
of the improved financial perspective of Ness, a company that has
seen a steady increase in the price of its stock as it pursues a
new outlook.

                        New Development

Ness has been notified, by the independent public accounting firm,
that the firm of accountants has determined Ness is no longer
subject to a going concern limitation and further Ness may amend
its financial statement disclosure to remove the limitation.

The firm, independent from the Company in accordance with SEC
mandates, supplies accounting services, including annual audits,
and was under no obligation to make this beneficial determination,
one which may, among other potential benefits, lead to increased
activity in relation to funding and other deal sources.

According to Sha Stephens, Ness President and C.E.O., "Simply put,
a going concern limitation can be viewed as a strike against a
company. It tells people, including potential investors, stock
market players and funding sources, to beware that a company may
not be able to continue, cannot pay its bills...... is at serious
risk. My further opinion is removal of this limitation will
strengthen our developing negotiations with deal sources, given
the removal of a major impediment to deal making. Nobody can say
for sure in the days ahead, but this good news is a blessing which
should give us support in our pursuits."

              Hand in Hand With Stock Performance

Ness believes the removal of this limitation goes hand in hand
with the continued stock performance of recent weeks, strong
points to be made with potential deal sources. According to Pres.
Stephens, "We are in a dynamic phase where hard work is matched by
new blessings. Shareholders have seen, from recent weeks, a growth
in value, improved liquidity, the start of active well operations,
and now the beneficial accounting change." Further, "We are
committed to continue the work on many levels, in the field where
workers are moving earth on Ness projects, and in the market, like
negotiations we are having with Wall Street sources. The Good Book
says man should subdue the earth and its resources so I am proud
to be part of a company with thousands of believers as supporters
doing what the Word calls us to do."

                   Ness Plans Amended Filing

Ness is preparing to file an appropriate amendment to its public
company filings to reflect this news and believes this event will
also be taken as a positive move, with further news to be released
as it develops.

The current business of the Company is focused upon development
and execution of oil and gas exploration plans with a focus both
on pursuits in the oil rich State of Texas, and also in the Middle
East, specifically Israel. Ness believes that Israel is a place
where science and religion walk hand in hand and that Ness will
achieve the vision of the location and recovery of an abundant
source of oil and gas in Israel to supply Israel and the Christian
communities with supernatural wealth, God willing.


NEW WORLD RESTAURANT: Launches Exchange Offer for 13% Sr. Notes
---------------------------------------------------------------
New World Restaurant Group, Inc. is offering to exchange
$160,000,000 aggregate principal amount of its 13% Senior Secured
Notes due 2008 that have been registered under the Securities Act
of 1933, for its existing 13% Senior Secured Notes due 2008.  The
Company is offering to issue the exchange notes to satisfy its
obligations contained in a registration rights agreement entered
into when the original notes were sold in transactions exempt from
registration under the Securities Act of 1933 and therefore not
registered with the Securities and Exchange Commission.

The Exchange Notes:

The terms of the exchange notes are substantially identical to the
original notes, except that some of the transfer restrictions and
registration rights relating to the original notes will not apply
to the exchange notes.

The Exchange Offer:

The exchange offer will expire at 5:00 p.m., New York City time,
on a date yet to be announced, unless extended.

The exchange offer is not subject to any conditions other than
that it not violate applicable law or any applicable
interpretation of the staff of the Securities and Exchange
Commission, or the Commission.

Subject to the satisfaction or waiver of specified conditions, the
Company will exchange the exchange notes for all original notes
that are validly tendered and not withdrawn prior to the
expiration of the exchange offer.

Tenders of original notes may be withdrawn at any time before the
expiration of the exchange offer.

Tenders of original notes may be made, in whole or in part, in
integral multiples of $1,000 principal amount.

New World Restaurant Group will not receive any proceeds from the
exchange offer.

New World Restaurant Group (S&P, B- Corporate Credit Rating,
Negative) is a leading company in the quick casual sandwich
industry, the fastest-growing restaurant segment. The company
operates locations primarily under the Einstein Bros. and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel and Chesapeake Bagel Bakery brands. The
company's retail system currently consists of 455 company-owned
locations and 288 franchised and licensed locations in 32 states.
The company also operates a dough production facility and a coffee
roasting plant.


NORTHWESTERN STEEL: First Creditors Meeting Scheduled on Oct. 16
----------------------------------------------------------------
The United States Trustee will convene a meeting of Northwestern
Corporation and its debtor-affiliates' creditors on October 16,
2003, at 9:00 a.m., in the J. Caleb Boggs Federal Building located
at 844 King Street, 2nd Floor, Room 2112, in Wilmington, Delaware.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Northwestern Steel and Wire Corporation, a major mini-mill
producer of structural steel components that include wide flange
beams, channels, angles and merchant bars, as well as rod and
selected wire products, filed for chapter 11 protection on
December 19, 2000. Janet E. Henderson, Esq., and Kenneth P. Kansa,
Esq., at Sidley Austin Brown & Wood represent the Debtor in its
restructuring efforts.


NUCENTRIX BROADBAND: Wants to Hire Vinson & Elkins as Attorneys
---------------------------------------------------------------
Nucentrix Broadband Networks, Inc., and its debtor-affiliates want
to employ Vinson & Elkins LLP as Counsel in these chapter 11
cases.

The Debtors tell the U.S. Bankruptcy Court for the Northern
District Of Texas that they selected Vinson & Elkins as bankruptcy
counsel because they believe that the firm is well qualified to
represent them as debtors in possession. Vinson & Elkins has
extensive experience and knowledge in the field of business
reorganizations under Chapter 11 of the Bankruptcy Code.

In its capacity, Vinson & Elkins will:

     a. serve as attorneys of record for the Debtors in all
        aspects of these Cases, to include any adversary
        proceedings commenced in connection with the Cases, and
        to provide representation and legal advice to the
        Debtors throughout the Cases;

     b. assist in the sale of certain material assets of the
        Debtors;

     c. assist in the formulation and confirmation of a chapter
        11 plan of reorganization or liquidation, and disclosure
        statement related thereto, for the Debtors;

     d. consult with the United States Trustee, any statutory
        committee and all other creditors and parties in
        interest concerning the administration of the Cases;

     e. take all necessary steps to protect and preserve the
        Debtors' estates; and

     f. provide all other legal services required by the Debtors
        and to assist the Debtors in discharging their duties as
        the debtors in possession in connection with these
        Cases.

The professionals who will be responsible in this engagement and
their current hourly rates are:

     Bankruptcy attorneys
     --------------------
        Josiah Daniel           $475 per hour
        John Mitchell           $335 per hour
        Todd Crosby             $210 per hour
        Dan Stewart             $520 per hour
        Pam Lewis1              $140 per hour

     Transactional attorneys
     -----------------------
        Rodney Moore            $435 per hour
        Rob Little              $300 per hour
        Glenn Koury             $355 per hour
        Victoria Mitchell       $230 per hour

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


OMEGA HEALTHCARE: Reinstates Quarterly Preferred Share Dividend
---------------------------------------------------------------
Omega Healthcare Investors, Inc.'s (NYSE:OHI) Board of Directors
declared its regular quarterly dividends for all classes of
preferred stock to be paid November 17, 2003 to preferred
stockholders of record on October 31, 2003.

In addition, the Board declared the reinstatement of its common
dividend to be paid November 17, 2003 to common shareholders of
record on October 31, 2003.

Series A and Series B preferred stockholders of record on October
31, 2003 will be paid dividends in the amount of approximately
$0.578 and $0.539, per preferred share, respectively, on
November 17, 2003. The Company's Series C preferred stockholder
will be paid dividends of $2.50 per Series C preferred share on
November 17, 2003. The liquidation preference for the Company's
Series A, B and C preferred stock is $25.00, $25.00 and $100.00
per share, respectively. Regular quarterly dividends represent
dividends for the period August 1, 2003 through October 31, 2003.
Total dividend payments for all classes of preferred stock are
approximately $5.0 million.

Common stockholders of record on October 31, 2003 will be paid
dividends in the amount of $0.15 per share on November 17, 2003.
At the date of this release, the Company had approximately 37.2
million outstanding common shares.

Omega (S&P, B+ Corporate Credit Rating, Stable) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry. At June 30, 2003, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities
with approximately 21,900 beds located in 28 states and operated
by 34 third-party healthcare operating companies.


ON SEMICON.: Refinances $100M of Term Loans Under Bank Facility
---------------------------------------------------------------
ON Semiconductor (Nasdaq: ONNN) has refinanced approximately $100
million of the term loans under its senior secured bank facility
with the net proceeds of an additional term loan.

As a result of this transaction and the application of the net
proceeds of the company's recent equity offering, ON
Semiconductor's bank debt under its senior secured bank facility
has been reduced from $521 million to $369 million.

The company now has no principal payments on term loans under its
senior secured bank facility prior to Aug. 4, 2006. The additional
term loan bears interest at a rate of LIBOR plus 400 basis points.
The company also fully repaid and terminated its existing $62.5
million revolving credit facility, of which $37.5 million was
drawn, and obtained a new $25 million revolving credit facility
that matures on Aug. 4, 2006.

"We continue to focus on improving our capital structure and
extending our debt maturities," said Donald Colvin, ON
Semiconductor senior vice president and CFO. "These transactions
provide us with another opportunity to improve our financial
position and we are encouraged by the positive reception these
transactions have had in the market."

J.P. Morgan Securities Inc. acted as lead arranger for the $100
million additional term loan.

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


ORTHOMETRIX: Liquidity Issues Raise Going Concern Uncertainty
-------------------------------------------------------------
During the past two fiscal years ended December 31, 2002 and 2001,
Orthometrix Inc. has experienced aggregate losses from continuing
operations of $3,687,445 and has incurred total negative cash flow
from continuing operations of $4,114,307 for the same two-year
period. During the six months ended June 30, 2003 the Company
experienced a net loss from continuing operations of $693,206 and
negative cash flow from operating activities of $504,781. The
Company does not currently have an operating line of credit. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's continued existence is dependent upon several
factors including increased sales volume, collecting the remainder
of the purchase price for the sale of the Company's bone
densitometry business and the ability to achieve profitability on
the sale of some of the Company's remaining product lines. The
Company is pursuing initiatives to increase liquidity, including
external investments and obtaining a line of credit. The Company
does not have a commitment for such financing, and there can be no
guarantee that the Company will be able to attain such financing.
In order to increase its cash flow, the Company is continuing its
efforts to stimulate sales. The Company has implemented high
credit standards for its customers and is emphasizing the receipt
of down payments from customers at the time their purchase orders
are received and attempting to more closely coordinate the timing
of purchases.

The Company markets, sells and services a wide range of
proprietary non-invasive musculoskeletal and other devices through
two divisions, a healthcare division and a sports & fitness
division. The healthcare division markets, sells and services (1)
pQCT (peripheral Quantitative Computed Tomography) bone and muscle
measurement systems used for musculoskeletal research and clinical
applications including for bone disorders and human performance),
(2) ESWT (Extracorporal Shock Wave Therapy) systems used for
urology lithotripsy) and (3) patented exercise systems used for
physical therapy, sports medicine and rehabilitative medicine. The
healthcare division is currently initiating a study of the
Orbasone pain management system (ESWT), which will be added to its
product line, upon successful completion of the study and approval
of the system by the United States Food and Drug Administration.
The sports & fitness division markets, sells and services patented
exercise systems to fitness centers, gyms, sports clubs and
associations and to the general public. The sports & fitness
division distributes the Galileo systems. Galileo systems offer a
novel approach to muscle strength development given that such
products are based on short and intense stimulations of the
muscles rather than on longer repetitive movements on conventional
exercise systems. The  systems mechanically stimulate targeted
muscles at a specific frequency, typically 25 to 30 impulses per
second, causing the muscles to respond by contracting and relaxing
by natural reflex 20 to 30 times per second. The Galileo systems
target the leg and lower back (Galileo 2000), the arm and shoulder
muscles (Galileo 100). There can be no assurance that these
efforts will be successful.

The Company has no current backlog of orders as of June 30, 2003.
There are no material commitments for capital expenditures as of
June 30, 2003.


PEP BOYS: Lower-Than-Expected Earnings Spur S&P's Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on Pep Boys-
Manny, Moe & Jack on CreditWatch with negative implications. The
corporate credit rating is 'BB-'. Approximately $537 million of
debt is affected by this action.

"The CreditWatch listing is based on Pep Boys' lower-than-expected
projected earnings for the second half of 2003, and Standard &
Poor's belief that credit measures for the year may be lower than
previously anticipated," explained credit analyst Patrick Jeffrey.
In addition, the company incurred pretax charges of $85 million in
the second quarter of 2003 to close underperforming stores, write-
down inventory, and reduce its workforce. Pep Boys has also had
negative same-store sales through the first half of 2003 and faces
more than $100 million of annual debt maturities over the next
four years. These factors will require the company to continue to
maintain sufficient cash flow and liquidity to satisfy these
obligations.

Standard & Poor's will meet with management to discuss these
issues and determine the impact on existing ratings.


PG&E NAT'L: USGen Gets Open-Ended Lease Decision Time Extension
---------------------------------------------------------------
USGen New England, Inc., obtained the Court's approval for more
time to assume or reject unexpired nonresidential real property
leases, through the effective date of a reorganization plan. (PG&E
National Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PHH MORTGAGE: Fitch Affirms BB+ Class B5 Certificates Rating
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following PHH
mortgage-pass through certificates:

PHH Mortgage Service Corporation, Mortgage Pass-Through
Certificates, Series 1995-3

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AAA';
        -- Class B2 affirmed at 'AAA';
        -- Class B3 affirmed at 'AAA';
        -- Class B4 affirmed at 'AAA';
        -- Class B5 affirmed at 'AA'.

PHH Mortgage Service Corporation, Mortgage Pass-Through
Certificates, Series 1995-5

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AAA';
        -- Class B2 affirmed at 'AAA';
        -- Class B3 upgraded to 'AAA' from 'AA';
        -- Class B4 upgraded to 'A+' from 'A-';
        -- Class B5 affirmed at 'BB+'.

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


PNC MORTGAGE: Class DB-5 Rating Dives Down to Default Level
-----------------------------------------------------------
Fitch Ratings has taken rating actions on the following PNC
Mortgage Securities Corporation, mortgage pass-through
certificates:

PNC Mortgage Securities Corporation, Mortgage Pass-Through
Certificates, Series 2000-3 Groups 1, 2 & 3

        -- Classes IA, IIA, and IIIA affirmed at 'AAA';
        -- Class DB-1 affirmed at 'AAA';
        -- Class DB-2 affirmed at 'A+';
        -- Class DB-3 rated at 'BBB,' remains on Rating Watch
           Negative;
        -- Class DB-4 affirmed at 'CCC';
        -- Class DB-5 downgraded to 'D' from 'C'.

PNC Mortgage Securities Corporation, Mortgage Pass-Through
Certificates, Series 1995-2

        -- Class A affirmed at 'AAA';
        -- Class B-1 affirmed at 'AAA';
        -- Class B-2 affirmed at 'AAA';
        -- Class B-3 affirmed at 'AA+';
        -- Class B-4 affirmed at 'A-';
        -- Class B-5 affirmed at 'BB+'.

The downgrade action is taken due to the class experiencing
realized losses that will not be reimbursed in future periods. The
affirmations are due to credit enhancement consistent with future
loss expectations.


PREMCOR INC: Will Publish 3rd Quarter 2003 Results October 28
-------------------------------------------------------------
Premcor Inc. (NYSE: PCO) will host a conference call on
October 28, 2003 at 11:00 a.m. EST to discuss third quarter 2003
results and to provide an update on company operations.  Third
quarter results will be released earlier that day.

Interested parties may listen to the live conference call on the
Internet by logging on to the investor relations section of the
Premcor Inc. Web site at http://www.premcor.com  There will also
be a recorded playback available until November 4, 2003 at (800)
216-6081 or (402) 220-3895.

Premcor Inc. (S&P, BB- Senior Unsecured Debt Rating, Negative) is
one of the largest independent petroleum refiners and marketers of
unbranded transportation fuels and heating oil in the United
States.


PRIME GROUP: Leases 163K Sq. Ft. at Continental Towers to Argent
----------------------------------------------------------------
Prime Group Realty Trust (NYSE:PGE) has executed a new lease with
Argent Mortgage Company, one of the largest residential mortgage
lenders in the United States, for 163,118 square feet at
Continental Towers located in Rolling Meadows, Illinois.

The lease increases the 925,091 square-foot, three-building office
complex's leased percentage from 77.3% to 93.3%.

Argent is engaged primarily in the mortgage banking business and
originates, purchases, sells and services residential mortgage
loans through 200 retail and wholesale brokerage offices
throughout the United States. "The Continental Towers office
complex has very efficient office space combined with a
restaurant, health club and other amenities which tenants like
Argent find very appealing," said Faye I. Oomen, Executive Vice
President - Leasing. "We are very happy to have Argent Mortgage
Company make Continental Towers their new Chicago regional
headquarters. In a challenging suburban Chicago market, our
suburban office portfolio is now 93.9% leased with the Argent
tenancy."

Argent was represented by Howard Ecker of Jupiter Brokerage
Services and John Gillespie of NCR Advisors.

Prime Group Realty Trust is a fully-integrated, self-administered,
and self-managed real estate investment trust that owns, manages,
leases, develops, and redevelops office and industrial real
estate, primarily in metropolitan Chicago. The Company owns 14
office properties containing an aggregate of 7.0 million net
rentable square feet and 30 industrial properties containing an
aggregate of 3.9 million net rentable square feet. In addition,
the Company owns 232.4 acres of developable land and joint venture
interests in two office properties containing an aggregate of 1.3
million net rentable square feet.

                         *     *     *

Ernst & Young, LLP, in its Auditors Report dated March 2003,
concerning Prime Group Realty Trust says:

     ". . . the Company's ability to meet 2003 debt service
     requirements is dependent upon completing future asset
     sales and debt refinancings and maintaining its results of
     operations at current levels.  If the Company is unable to
     complete these transactions and or maintain its results of
     operations at current levels, it may not be able to
     maintain compliance with the performance provisions and or
     financial covenants contained in certain of its debt
     facilities.  These conditions raise substantial doubt about
     the Company's ability to continue as a going concern."


PRIMEDIA INC: Martin E. Maleska Elected an Exec. Vice President
---------------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM), the leading targeted media company,
announced that Martin E. Maleska, 59, Chief Executive Officer of
PRIMEDIA's B2B Group, was elected an executive vice president of
the company.  Mr. Maleska's election to this position is effective
immediately and he reports directly to Charles G. McCurdy,
President and Interim CEO of PRIMEDIA.

Mr. Maleska was appointed CEO of the B2B Group in August and is
responsible for overseeing PRIMEDIA Business Magazines & Media,
PRIMEDIA Workplace Learning and Federal Sources, Inc.  An industry
veteran, Mr. Maleska will capitalize on his experience building
successful media brands across a number of business sectors, and
will focus on strengthening PRIMEDIA's Business Group.

Mr. Maleska joined PRIMEDIA from Veronis Suhler Stevenson, a
leading independent merchant bank dedicated to the media,
communications and information industries, where he was Managing
Director, Business Information Services.  He earned a B.S. in
Chemistry from Fordham University and an M.B.A. in Finance from
New York University.

PRIMEDIA (S&P, B Corporate Credit Rating, Stable) is the leading
targeted media company in the United States, with positions in
consumer and business-to-business markets. Our properties deliver
content via print as well as video, the Internet and live events
and offer highly effective advertising and marketing solutions in
some of the most sought after niche markets. With 2002 sales from
continuing businesses of $1.5 billion, PRIMEDIA is the #1 special
interest magazine publisher in the U.S. with more than 250 titles.
Our well known brands include Motor Trend, Automobile, New York,
Fly Fisherman, Power & Motoryacht, Creating Keepsakes, Ward's Auto
World, and Registered Rep. The company is also the #1 publisher
and distributor of free consumer guides, including Apartment
Guides. PRIMEDIA Television's leading brand is the Channel One
Network and About is one of the largest sources of original
content on the Internet. PRIMEDIA's stock symbol is: NYSE: PRM.


PRIMUS TELECOMMS: Extinguishes $56 Million of Vendor Debt
---------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, data, Internet and hosting services, has fully
paid its $56 million loan and lease balance with GE Vendor
Financial Services.

The loan had been scheduled to mature in December 2006. As a
result of this payment, selected assets in the United States,
Canada and Australia will become unencumbered, including
telecommunication switches and software and network equipment.

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


QWEST COMMS: Secures Fin'l Reporting Waivers for Credit Facility
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) has received a
waiver regarding 2002 financial reporting for its Qwest Services
Corporation credit facility. The 2002 financial reporting due to
the lenders by September 30, 2003, has been extended to no later
than November 30, 2003. In addition, the company received waivers
for first and second quarter 2003 financial information, which was
extended to no later than December 31, 2003.

Qwest sought the waivers because it is still in the process of
restating prior period financial statements necessary to complete
the financial reporting for these periods. Qwest is essentially
complete with its restatement of the company's 2000 and 2001
financial statements. The company will file its financial
statements for 2000, 2001, and 2002 as soon as possible.

"We are pleased with the continued support of our banks and
lenders during the process of completing our financial
statements," said Oren G. Shaffer, Qwest vice chairman and CFO.

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 49,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, visit the Qwest Web site at http://www.qwest.com


ROWE INT'L: Tapping Northstar Industries as Investment Banker
-------------------------------------------------------------
Rowe International, Inc., is seeking permission from the U.S.
Bankruptcy Court for the Western District of Michigan to tap the
services of Northstar Industries, Inc., as its Investment Banker.

Northstar Industries will be engaged by the Debtor in connection
with the sale or other disposition of substantially all of the
assets of the Company to substantially pay off or eliminate the
Company's current debt.

The services that Northstar agrees to perform include:

     a. conducting investigation and analysis as Northstar deems
        appropriate with respect to Company and the industry and
        markets of which it is a part as may be necessary to
        enable Northstar to comprehend the nature of the
        business;

     b. representing the Debtor in all phases of the
        acquisition/recapitalization process and to make contact
        with possible acquirers and investors;

     c. assisting in acquisition/recapitalization negotiations
        and the structuring of the acquisition/recapitalization
        transaction(s);

     d. assisting Company and its officers, directors and
        shareholders in analyzing acquisition/recapitalization
        proposals received; and

     e. participating in the closing of the acquisition and/or
        recapitalization transaction(s).

In consideration of the services to be performed by Northstar, the
Debtor will pay a Closing Fee in the amount of 4% of the first $15
million and 6% of any additional proceeds received by the Company
but it must not exceed $1,000,000.

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.


SELECT MEDICAL: Will Publish Third Quarter Results on October 29
----------------------------------------------------------------
Select Medical Corporation (NYSE: SEM) will release the financial
results for its third quarter ended September 30, 2003 on
Wednesday, October 29, 2003, after the close of the market.

The Company will host a conference call regarding the third
quarter results and its business outlook on Thursday, October 30,
2003, at 11:00am EST.  The domestic dial-in number for the call is
1-877-692-2086.  The international dial-in number is 1-973-582-
2749.  The conference call will be webcast simultaneously at
http://www.videonewswire.com/select/103003  (Due to
the length of this URL, it may be necessary to copy and paste this
hyperlink into your Internet browser's URL address field.)

For those unable to participate in the conference call, a replay
will be available until 1:00pm EST, Thursday, November 6, 2003.
The replay number is 1-877-519-4471 (domestic) or 1-973-341-3080
(international).  The passcode for the replay will be 4152563.
The replay can also be accessed at Select Medical Corporation's
Web site at http://www.selectmedicalcorp.com

Select Medical Corporation (S&P, BB- Corporate Credit Rating,
Stable) is a leading operator of specialty hospitals in the United
States.  Select operates 77 long-term acute care hospitals in 24
states.  Select operates four acute medical rehabilitation
hospitals in New Jersey.  Select is also a leading operator of
outpatient rehabilitation clinics in the United States and Canada.
Select operates approximately 829 outpatient rehabilitation
clinics in the United States and Canada.  Select also provides
medical rehabilitation services on a contract basis at nursing
homes, hospitals, assisted living and senior care centers, schools
and worksites.  Information about Select is available at
http://www.selectmedicalcorp.com


SK GLOBAL: Chey Tae Won Will Donate 100 Billion Won to Company
--------------------------------------------------------------
Chey Tae Won, owner of the SK Group, will contribute
100,000,000,000 won or $85,000,000 in personal assets to SK
Global Co. in a attempt to keep SK Global Co. afloat, Sangim Han
of Bloomberg News reports.

The donation includes a 40% stake in Sheraton Walkerhill Hotel
and some stakes in three unlisted companies.  Creditors will use
the donation to partially cover the difference of SK Global Co.'s
debts and assets. (SK Global Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SNYDERS DRUG: Turns to Ernst & Young for Financial Advice
---------------------------------------------------------
Snyders Drug Stores, Inc., and its debtor-affiliates say they need
to employ Ernst & Young Corporate Finance LLC as their Financial
Advisors while in chapter 11.  Accordingly, the Debtors ask for
the U.S. Bankruptcy Court for the Northern District of Ohio to
approve the retention.

The Debtors report that they have employed Ernst & Young since
June of 2003 to provide financial advisory services. The
engagement give Ernst & Young a familiarity with the books,
records, financial affairs and other data maintained by the
Debtors and is thus well qualified to continue to provide those
services to the Debtors.

The resources, capabilities and experience of Ernst & Young in
advising the Debtors are crucial to the their successful
restructuring. In this engagement, the Debtors ask Ernst & Young
to:

     (a) advise, as requested, the efforts of management, its
         other advisors and Board of Directors in the
         development of the Debtors' business plans, cash flow
         forecasts and financial projections. Such business
         plans, cash flow forecasts and financial projections,
         including strategic content, specific action plans and
         related assumptions will be the responsibility of and
         be prepared by the management of the Debtors;

     (b) advise and assist the Debtors in assembling various
         reports required under title 11 of the Bankruptcy Code,
         the Bankruptcy Rules, local rules of the Bankruptcy
         Court, the United States Trustee Guidelines and other
         applicable rules and orders, including certain of the
         required Schedules of Assets and Liabilities,
         Statements of Financial Affairs;

     (c) advise the Debtors' management with respect to its
         ongoing liquidity position and cash management
         procedures;

     (d) advise the Debtors with respect to a possible
         transaction that restructures the existing indebtedness
         pursuant to a plan of reorganization;

     (e) advise the Debtors' management with respect to
         available capital restructuring and financing
         alternatives, including recommending specific courses
         of action and assisting with the design, negotiation
         and implementation of alternative restructuring and/or
         transaction structures;

     (f) advise the Debtors' management in the identification
         and processes related to the disposal of assets, leases
         and other contracts as it relates to effecting
         modifications to the Debtors' business through sale,
         liquidation or rejection of executory contracts;

     (g) advise the Debtors' management in preparing for,
         meeting with and presenting information to parties-in-
         interest and their respective advisors, specifically
         including the Debtors' senior lenders, other debt
         holders and potential sources of new financing and
         their respective advisors;

     (h) advise the Debtors' management with the evaluation of,
         and analyses related to, avoidance actions,
         preferential transfers or fraudulent conveyances;

     (i) advise the Debtors' management in its preparation of
         financial information that may be required by the
         Debtors' creditors and other stakeholders, and in
         coordinating communications with the parties- in-
         interest and their respective advisors; and

     (j) provide other services as may be requested in writing
         from time to time by the Debtors or their counsel and
         agreed to by Ernst & Young, and approved by the Court.

Ernst & Young will charge the Debtors for services performed at
standard, hourly rates. Grant Lyon, currently a Managing Director
of Ernst & Young, reports that his firm's current hourly rates
range from:

     Managing Directors and Principals  $575 - $595 per hour
     Directors                          $475 - $495 per hour
     Vice Presidents                    $375 - $440 per hour
     Associates                         $320 - $340 per hour
     Analysts                           $210 - $275 per hour
     Client Service Associates          $140 per hour

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


SUPERIOR GALLERIES: Cash Insufficient to Pay Fixed Obligations
--------------------------------------------------------------
Superior Galleries, Inc.'s principal line of business is the sale
of rare coins on a retail, wholesale, and auction basis. Its
retail and wholesale operations are conducted in virtually every
state in the United States and in several foreign countries. The
Company also provides auction services for customers seeking to
sell their own coins. It markets its services nationwide through
broadcasting and print media and independent sales agents, as well
as on the Internet through third party websites such as eBay and
through its own website at SGBH.com. Its headquarters are in
Beverly Hills, California.

It was originally organized as a Nevada corporation in 1995. On
June 30, 2003, its stockholders approved and the Company completed
a reincorporation in the State of Delaware and changed its
corporate name from Tangible Asset Galleries, Inc. to Superior
Galleries, Inc. These changes were effective at the close of
business on June 30, 2003.

At June 30, 2003, Superior Galleries, Inc. had a working capital
deficiency of $357,816, incurred a loss from operations of
$3,491,003, and used cash in operating activities of $1,130,332
for the year then ended. The Company indicates that it may
continue to incur additional losses in the current fiscal year.
Given its June 30, 2003 cash balance of $688,872 and its projected
operating cash requirements, Superior Galleries anticipates that
its existing capital resources may not be adequate to satisfy its
cash flow requirements through June 30, 2004. The Company will
require additional funding. Its cash flow estimates are based upon
achieving certain levels of sales and reductions in operating
expenses. Should sales be less than forecast, expenses be higher
that forecast or the liquidity not be available through financings
of debt and/or equity, the Company will not have adequate
resources to fund operations. During the past year, it has
incurred defaults under its line of credit and the long-term
notes. Superior Galleries negotiated extended payment terms with
its creditors. However, there is no guarantee the lenders will
continue to negotiate in the future, and the lenders may declare
amounts owed by the Company due and payable.

Subsequent to June 30, 2003, the Company remained in default under
the line of credit. It does not expect future fixed obligations
through June 30, 2004 to be paid solely by cash generated from
operating activities. The Company intends to satisfy fixed
obligations from: (i) additional debt/equity financings; (ii)
renegotiation of the defaulted line of credit obligation; (iii)
liquidation of inventory; and (iv) cash generated by operations.
No assurance can be given that the Company will be able to pay or
satisfy its fixed obligations from these sources. If unable to
satisfy its fixed obligations as they become due, its creditors
will be entitled to take legal action against it. If they do,
Superior Galleries' business could be materially harmed.


TEMTEX INDUSTRIES: CFM Pitches Best Bid to Purchase All Assets
--------------------------------------------------------------
CFM Corporation was the successful bidder to purchase
substantially all of the assets of Temtex Industries Inc., a
Delaware corporation, and certain assets of its subsidiaries,
Temco Fireplace Products Inc, a Texas corporation, and Temcomex
S.A. de C.V., a Mexican corporation, in an auction held in the
United States Bankruptcy Court for the Central District of
California.

Subject to the satisfactory completion of due diligence, the
parties' execution of a binding asset purchase agreement, the
Bankruptcy Court's entry of an order approving the sale to CFM and
the satisfaction of certain contingencies, the transaction will
close on October 3, 2003.

Temtex is a publicly traded U.S. company that manufactures metal
fireplace products used in new construction and remodelling of
existing residential and commercial buildings. Temtex operates
through two wholly owned subsidiaries Temco and a non-debtor,
Mexican entity, Temcomex. Specifically, Temtex manufactures wood-
burning and gas fireplaces and accessories. Temtex's manufacturing
facilities are located in Tennessee and Mexico. Temtex recently
initiated proceedings under Chapter 11 and a public auction for
the assets of Temtex was held by the Bankruptcy Court on September
22, 2003. CFM submitted a bid of U.S.$7 million which was approved
by the Bankruptcy Court.

"This acquisition will provide CFM with a strategically located
manufacturing facility, among other benefits, and CFM intends to
maintain this business as a separate division of CFM. CFM intends
to continue to grow Temtex's business from the Mexico operations
by maintaining Temtex's brand name Temco, management and
distribution channels", said Mark Proudfoot, President and Chief
Operating Officer.

CFM is a leading vertically integrated manufacturer of home
products and related accessories in North America and the United
Kingdom. CFM designs, develops, manufactures and distributes a
line of hearth and space heating products, barbecue and outdoor
products and water and air purification products. CFM maintains an
ongoing program of research and development aimed at continually
improving the quality, design, features and efficiency of its
products.


TILLOTSON HEALTHCARE: Manufacture Facility Up on Auction Block
--------------------------------------------------------------
Under a foreclosure order, the former Tillotson Healthcare
Facility will be auctioned on October 21, 2003.

The sale of the former latex glove manufacturing facilities will
allow a new owner to be in place by the end of 2003. The auction
of the real estate only, conducted by Tranzon Auction Properties
of Portland, Maine, offers a unique and valuable piece of real
estate available in an exciting format.

The property to be auctioned is a 200,000 sf industrial facility
situated on a 42+- acre site with frontage on Spaulding Pond and
Salmon Falls River. The facility's size, industrial construction
and abundant water supply will attract industrial use buyers and
it's river and pond frontage suggests future recreational or
redevelopment use. This is one of the few opportunities in recent
times, with 200,000 sf under one roof and extensive water frontage
to come to the market in this sales format.

For more information about this facility, contact Tranzon Auction
Properties at (207) 775-4300 or view online at
http://www.tranzon.com  Tranzon Auction Properties has been one
of the Northeast's leading providers of real estate auction
marketing services for over ten years and is an affiliate with 10
other companies to form "Tranzon", the nations' first truly
national auction firm providing services nationwide.


TWINLAB CORP: Wants Nod to Appoint BSI as Claims & Notice Agent
---------------------------------------------------------------
Twinlab Corporation and its debtor-affiliates want the U.S.
Bankruptcy Court for the Southern District of New York to approve
their application to appoint Bankruptcy Services LLC as official
claims and noticing agent.

If approved by the Court, BSI will:

     a. notify all potential creditors of the filing of the
        bankruptcy petition and of the setting of the first
        meeting of creditors pursuant to section 341(a) of the
        Bankruptcy Code, under the proper provisions of the
        Bankruptcy Code and the Federal Rules of Bankruptcy
        Procedure;

     b. maintain an official copy of the Debtors' schedules of
        assets and liabilities and statement of financial
        affairs, listing the Debtors' known creditors and the
        amounts owed thereto;

     c. notify all potential creditors of the existence and
        amount of their respective claims as evidenced by the
        Debtors' books and records and set forth in the
        Schedules;

     d. furnish a form for the filing of a proof of claim, after
        such notice and form are approved by this Court;

     e. file with the Clerk a copy of the notice, a list of
        persons to whom it was mailed (in alphabetical order),
        and the date the notice was mailed, within 10 days of
        service;

     f. docket all claims received, maintaining the official
        claims registers for each Debtor on behalf of the Clerk,
        and providing the Clerk with certified duplicate
        unofficial Claims Registers on a monthly basis, unless
        otherwise directed;

     g. specify in the applicable Claims Register, the following
        information for each claim docketed:

          (i) the claim number assigned,

         (ii) the date received,

        (iii) the name and address of the claimant and agent, if
              applicable, who filed the claim, and

         (iv) the classification of the claim;

     h. relocate, not less than weekly, by messenger, all of
        the actual proofs of claim filed from the Bankruptcy
        Court to BSI's offices;

     i. record all transfers of claims and providing any notices
        of such transfers required by Rule 3001 of the Federal
        Rules of Bankruptcy Procedure;

     j. make changes in the Claims Registers pursuant to Court
        Order;

     k. upon completion of the docketing process for all claims
        received to date by the Clerk's office, turn over to the
        Clerk copies of the Claims Registers for the Clerk's
        review;

     l. maintain the official mailing list for each Debtor of
        all entities that have filed a proof of claim, which
        list shall be available upon request by a party-in-
        interest or the Clerk;

     m. assist with, among other things, the solicitation and
        the calculation of votes and the distribution as
        required in furtherance of confirmation of plan(s) of
        reorganization; and

     n. 30 days prior to the close of these cases, submit an
        Order dismissing the Agent and terminating the services
        of the Agent upon completion of its duties and
        responsibilities and upon the closing of these cases.

BSI's current standard hourly rates are:

          Kathy Gerber                 $210 per hour
          Senior consultants           $185 per hour
          Programmer                   $130 to $160 per hour
          Associate                    $135 per hour
          Data Entry/Clerical          $40 to $60 per hour
          Schedule Preparation         $225 per hour

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


VANTAGEMED CORP: Sells DentalMate(R) Business to MDC Systems
------------------------------------------------------------
VantageMed Corporation (OTC Bulletin Board: VMDC.OB), a leading
provider of healthcare information solutions, has sold the assets
of its DentalMate(R) business to MDC Systems & Services, Inc.

VantageMed received $500,000 in cash, $60,000 in other
consideration and $100,000 in secured notes receivable that are
due within one year.  VantageMed does not expect the sale
to have a material negative impact on future revenues as the
DentalMate business previously generated approximately 3% of
VantageMed's total revenue.

Commenting on the transaction, Richard M. Brooks, Chairman and
Chief Executive Officer of VantageMed said, "We are pleased that
this sale allows our DentalMate customers and employees an
opportunity to work with a seasoned management team that is
focused on the dental market. With this sale, VantageMed has
positioned itself to concentrate on our medical business where
we have a much larger installed base and growth opportunity with
our expanding array of practice management, clinical, and EDI
products and services."

"We are excited about the acquisition of the DentalMate(R) suite
of products," stated Mike Simpson, President of MDC.
"DentalMate(R) will become MDC's flagship product and the basis
for future enhancements and offerings. Existing MDC clients will
all have the opportunity to convert to DentalMate(R) software.
Product development and support will continue to be provided by
the existing DentalMate(R) staff out of the Rancho Cordova,
California facility."

VantageMed is a leader in providing healthcare software, services,
and technologies. The Company serves over 50,000 providers
nationwide in more than 12,000 customer sites with our practice
management and clinical solutions. Its suite of software products
and services automates administrative, financial, clinical, and
management functions for physicians, other healthcare providers,
and provider organizations.

VantageMed Corporation's December 31, 2002 balance sheet shows
that its total current liabilities exceeded its total current
assets by about $1.1 million. The Company also reported that its
total net capital is further depleted to about $3 million from
about $10 million recorded a year ago.

MDC Systems and Services, Inc. is a privately held company with
headquarters in Madison, North Carolina.  MDC has been providing
dental practice management systems and services since 1987.


WABASH NATIONAL: Closes Asset Sales & New Bank Financing Package
----------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) has completed the sale of
substantially all of the assets of its trailer leasing and rental,
and wholesale aftermarket parts distribution businesses to Aurora
Trailer Holdings, LLC.

In addition, the Company announced it has also closed on its new
bank financing package.  In connection with these transactions,
the Company incurred approximately $21 million in debt
extinguishment costs and approximately $2 million in asset
disposition charges.  BB&T Capital Markets served as the financial
advisor to the Company on the asset sale.

Commenting on these developments, Mark R. Holden, Senior Vice
President and Chief Financial Officer, stated, "The closing of the
asset sale and bank refinancing combined with our previous
issuance of $125 million 3.25% convertible senior unsecured notes,
represents the refinancing of substantially all of the Company's
outstanding indebtedness.  The Company's average cost of debt has
been lowered from over 10% to less than 4%, resulting in an
approximate $20 million savings in interest expense annually.  Our
new capital structure well positions the Company for an improving
industry environment and represents the culmination of work during
the past two years to secure the Company's future."

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) brand
name.  The Company is one of the world's largest manufacturers of
truck trailers and a leading manufacturer of composite trailers.
The Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and used
trailers and aftermarket parts throughout the U.S. and Canada.

Wabash National Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $205 million.

As reported in Troubled Company Reporter's April 16, 2003 edition,
Wabash National completed the amendment of its credit facilities,
which includes its revolving line of credit, its senior notes, its
receivables facility and its lease facility. The amendment revises
certain of the Company's financial covenants and adjusts downward
the required monthly principal payments during 2003.

In another previous report, the Company said it was not prepared
to predict that first quarter results, or any other future
periods, would achieve net income, and did not expect to announce
further results before the first quarter would be completed, given
the softness in demand and other factors.

The Company remains in a highly liquidity-constrained environment,
and even though its bank lenders have waived current covenant
defaults, there is no certainty that the Company will be able to
successfully negotiate modified financial covenants to enable it
to achieve compliance going forward, or that, even if it does, its
liquidity position will be materially more secure.


WABASH NATIONAL: Arranges New $222 Million Bank Financing
---------------------------------------------------------
Wabash National Corporation (NYSE: WNC) announced the closing and
funding of a new three year $222 million bank financing package.
The financing was led by Fleet Capital Corporation as
Administrative Agent, National City Bank as Syndication Agent and
Wachovia Bank and GE Capital as Co-Documentation Agents.  Merrill
Lynch, LaSalle Bank, Fifth Third Bank and Washington Mutual also
participated in the financing.  Fleet Securities, Inc. served as
Lead Arranger for the transaction.

"We are extremely pleased with the completion of our new financing
package," stated Christopher A. Black, Vice President and
Treasurer of Wabash National.  "Fleet Capital and the seven other
syndicate banks did an outstanding job of working with us to
construct a credit facility that will serve us well over the next
three years.  We believe we have constructed a bank group with
outstanding leadership, excellent knowledge and the capacity to
meet the Company's various financial needs during the foreseeable
future."

"Fleet Capital and Fleet Securities are pleased to have agented
and underwritten the new senior credit facility and to be part of
the company's exciting future," said Ira J. Kreft, Fleet Capital
Executive Vice President and Central Group Manager.  "Our
knowledge and experience in the transportation sector was
important in understanding the business and structuring, while the
strength of the company's management team, excellent market
position and improving operational and financial performance
contributed to a very successful syndication."

The new bank financing package is comprised of a $47.1 million
term loan and a $175 million revolving credit facility, of which
approximately $84 million was borrowed at closing.  The facilities
are secured by all of the assets of the Company and are governed
by a borrowing base.

The covenant package consists of a minimum Fixed Charge Coverage
test, a Maximum Debt to EBITDA test and a Maximum Capital
Expenditure test, all of which are measured quarterly.  The
revolver is priced at LIBOR + 250 basis points and the term loan
is priced at LIBOR + 275 basis points.  The revolver also
maintains a 37.5 basis point unused fee.

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) brand
name.  The Company is one of the world's largest manufacturers of
truck trailers and a leading manufacturer of composite trailers.
The Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and used
trailers and aftermarket parts throughout the U.S. and Canada.


WCI STEEL: Bringing-In Squire Sanders as Bankruptcy Attorneys
-------------------------------------------------------------
WCI Steel, Inc., and its debtor-affiliates are seeking permission
from the U.S. Bankruptcy Court for the Northern District of Ohio
to retain and employ Squire, Sanders & Dempsey LLP as attorneys in
the company's chapter 11 restructuring.

The Debtors submit that Squire Sanders is particularly well-suited
to serve as the Debtors' lead restructuring counsel in these
cases. With more than 750 attorneys in 29 offices worldwide,
Squire Sanders has broad-based practice groups with expertise in
virtually all areas of law that may be significant in these cases.

Squire Sanders also has obtained a detailed familiarity with the
Debtors' businesses, capital structure, and financial affairs
through its pre-petition representation of the Debtors with regard
to pursuing an out-of-court restructuring. Most recently, the
Debtors engaged Squire Sanders to help plan and implement the
Debtors' restructuring and to serve as general bankruptcy counsel
in connection with these chapter 11 cases.

The Debtors anticipate that Squire Sanders will:

     (a) advise the Debtors with respect to their powers and
         duties as debtors-in-possession in the continued
         management and operation of their businesses and
         property;

     (b) attend meetings and negotiate with representatives of
         creditors and other parties in interest and advise and
         consult on the conduct of these chapter 11 cases,
         including all of the legal and administrative
         requirements of operating in chapter 11;

     (c) assist the Debtors with the preparation of their
         Schedules of Assets and Liabilities and Statements of
         Financial Affairs;

     (d) advise the Debtors in connection with any contemplated
         sales of assets or business combinations, including the
         negotiation of asset, stock, purchase, merger or joint
         venture agreements, formulate and implement appropriate
         procedures with respect to the closing of any such
         transactions, and counseling the Debtors in connection
         with such transactions;

     (e) advise the Debtors in connection with any post-petition
         financing and cash collateral arrangements and
         negotiate and draft documents relating thereto, provide
         advice and counsel with respect to pre-petition
         financing arrangements, and negotiate and draft
         documents relating thereto;

     (f) advise the Debtors on matters relating to the
         evaluation of the assumption, rejection or assignment
         of unexpired leases and executory contracts;

     (g) advise the Debtors with respect to legal issues arising
         in or relating to the Debtors' ordinary course of
         business, including attendance at senior management
         meetings, meetings with the Debtors' financial and
         turnaround advisors and meetings of the board of
         directors;

     (h) take all necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions
         on their behalf, the defense of any actions commenced
         against them, negotiations concerning all litigation in
         which the Debtors are involved and objecting to claims
         filed against the Debtors' estates;

     (i) prepare, on the Debtors' behalf, all motions,
         applications, answers, orders, reports and papers
         necessary to the administration of the estates;

     (j) negotiate and prepare, on the Debtors' behalf, a plan
         or plans of reorganization, disclosure statement and
         all related agreements and/or documents and taking any
         necessary action on behalf of the Debtors to obtain
         confirmation of such plan or plans;

     (k) attend meetings with third parties and participating in
         negotiations with respect to the above matters;

     (l) appear before this Court, any appellate courts and the
         United States Trustee and protecting the interests of
         the Debtors' estates before such courts and the United
         States Trustee; and

     (m) perform all other necessary legal services and
         providing all other necessary legal advice to the
         Debtors in connection with these chapter 11 cases.

The professionals in Squire Sanders will bill the Debtors at their
current hourly rates of:

          legal assistants      $ 75 to $150 per hour
          associates            $110 to $310 per hour
          partners              $190 to $575 per hour

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.


WEIRTON STEEL: Gets 3-Month Extension of Plan Filing Exclusivity
----------------------------------------------------------------
Weirton Steel Corp. (OTC Bulletin Board: WRTL) officials said they
welcome a federal bankruptcy judge's decision Tuesday to provide
the company an additional three months to finalize its plan of
reorganization.

Judge L. Edward Friend approved the company's motion to extend the
deadline from Sept. 16 to Dec. 15.

Weirton Steel filed a voluntary petition for bankruptcy protection
on May 19. Companies have 120 days to submit a reorganization
plan, but can request an extension.

The company filed a motion on Sept. 5 to extend the deadline with
the bankruptcy court located in Wheeling, W.Va. There were no
objections to the motion.

"Our request to the court is very common for large and complex
corporations such as Weirton Steel. We appreciate the judge's
decision which provides us with additional time to develop our
plan and to complete various required tasks through the bankruptcy
system," said Gregg Warren, company director-corporate
communications and government relations.

Weirton Steel is the fifth largest U.S. integrated steelmaker and
the nation's second largest producer of tin mill products.


WORLD HEART: Close Equity Investment Deal and Restructures Board
----------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) closed a Private
Placement of 74,700,000 Units at $0.85 (US$0.62) per Unit, for
total gross proceeds of approximately $63,500,000 (US
$46,300,000).

Each Unit consists of one common share and one common share
purchase warrant. Each warrant may be exercised at any time prior
to September 23, 2008 at a price of $1.15 per
share. The Warrants are callable by the Corporation for cash
exercise only at any time should the Common Shares trade at $2.50
(prior to any share splits) for 20 consecutive trading days,
however, no more than 20% of the total Warrant issue may be called
in any 3-month period. The Units are subject to a 4-month hold in
Canada and will not be freely tradable by buyers in the United
States pending clearance of a registration statement. The
Corporation has agreed to file a registration statement within 30
days of closing. Roth Capital Partners acted as U.S. placement
agent and Research Capital Corporation acted as Canadian placement
agent. Each jurisdiction accounted for approximately one half of
the total gross proceeds.

Also completed Tuesday was the exchange of US$58,000,000 of
preferred shares of World Heart Inc., a subsidiary of WorldHeart,
held by Edwards Lifesciences, LLC (Edwards), for a total of
4,981,128 WorldHeart common shares. A further US$20,000,000 of
preferred shares of WorldHeart plus accrued dividends also held by
Edwards will be converted to 3,500,000 WorldHeart common shares,
and 7,000,000 warrants carrying the same terms as the warrants
in the Units, subject to shareholder approval.

These transactions add gross cash of $63,500,000 (US$46,300,000)
to common share equity and replace with common shares $66,000,000
(US$48,000,000) of preferred share liabilities, being the value
carried on the Corporation's balance sheet for the preferred
shares. Equity attributable to common shares is increased by
$129,500,000 (US$94,300,000). Total shares issued and outstanding
will be approximately 105,000,000. Based on the latest financial
report at June 30, 2003 the net book value per share reflecting
these transactions is $0.73 (US$0.54) per share issued and
outstanding. Cash will be applied to repay debt, reduce trade
payables, fund restructuring costs estimated to be $5,000,000
(US$3,600,000), and provide working capital of approximately
$35,000,000 (US$25,500,000).

The Corporation will seek approval of shareholders for a "reverse
split" of common shares. A meeting of shareholders will be held
during the fourth quarter after required notice to all
shareholders. The Corporation has also agreed to seek re-listing
on the NASDAQ as soon as listing requirements are met.

The Board of Directors has been restructured and reduced to five
members. The Chief Executive Officer, Mr. Roderick M. Bryden,
remains on the Board, along with independent director Mr. C. Ian
Ross. Mr. Ross has been elected Chairman of the Board of
Directors. Mr. Robert J. Majteles of Treehouse Capital, LLC, of
Emeryville, CA., has been appointed to the Board at the nomination
of the lead investor, Special Situations Funds of New York. One
additional director will be nominated by Special Situations Funds
and one by Research Capital Corporation.

As announced at the Annual General Meeting of shareholders on June
16, 2003, WorldHeart will focus its business on increasing market
penetration of its Novacor(R) LVAS (Left Ventricular Assist
System).

Approval of the ePTFE inflow conduit in the United States and in
Canada during the first quarter this year, following European
approval in 2001, has resulted in more than 150 implants of
Novacor LVAS using this conduit. Clinical results show the risk of
stroke to be fully competitive with alternative mechanical assist
devices. This, together with the recognized reliability and
durability of Novacor LVAS, provides the basis to establish this
product as a market leader in implantable mechanical heart assist.
Development of the market can now be pursued from a strong
financial base.

Investment in the next-generation HeartSaverVAD(TM) (Ventricular
Assist Device) will continue, targeting its introduction in 2007-
2008. As previously announced, HeartSaverVAD will be pulsatile,
driven by direct magnetic actuation and approximately half the
size of Novacor LVAS. HeartSaverVAD is expected to be produced in
both a fully implantable model and in a model using a percutaneous
lead for power and data transfer.

During the first half of this year, revenues increased and costs
declined significantly. Further actions will now be taken to
increase resources focused on regulatory approvals, quality
assurance, production, marketing, sales and field support for
Novacor LVAS, with a reduction in the rate of expenditure on
development of HeartSaverVAD. With the combined results of these
actions, the Corporation expects to achieve profitability and
positive cash flow from operations during 2004. A total of 32
positions are being eliminated, 24 in Ottawa and 8 in Oakland,
bringing total staff to 103. During the fourth quarter, 16
positions are planned to be filled in manufacturing, sales,
quality assurance and field support.

Coincident with closing of the equity transactions, a number of
important Executive and Advisory Appointments have been made:

As announced at the AGM, Dr. Tofy Mussivand, a Founder of
WorldHeart and a key part of its development, has stepped down as
Chairman and Chief Scientific Officer. Dr. Mussivand has been
appointed Scientific Advisor.

Mr. Ian Malone has retired from his position of Vice-President and
Chief Financial Officer, a position he has held since the
incorporation of WorldHeart in 1996. Mr. Mark Goudie, Director of
Finance with the Corporation since April 2002, has been appointed
Vice-President and Chief Financial Officer, effective October 1.

Mr. Robert Griffin remains Vice-President Manufacturing, and will
drive the program to increase Novacor LVAS production and reduce
product costs, while maintaining the unblemished Novacor LVAS
record for reliability and durability.

Mr. Douglas Hillier remains as Sr. Vice-President Sales and
Marketing.  Mr. Hillier will lead the expanded effort in these
areas including addition of senior sales management and senior
marketing resources.

Mr. Jal S. Jassawalla has been named Executive Vice-President and
Chief Technical Officer, effective immediately. Mr. Jassawalla
retains his current responsibilities for Research and Development
and adds Quality Assurance, Clinical Affairs and Technical Support
under his direction.

Mrs. Daniella Kennedy remains Vice-President Corporate Services,
responsible for Human Resources, Information and Communication
Services and non-financial operational reporting.

Ms. Linda Reed Strauss is appointed Vice-President Regulatory
Affairs and Reimbursement. Ms. Reed Strauss was Vice-President
Regulatory Affairs and Quality Assurance. The revision in
responsibility reflects increased focus in the regulatory and
reimbursement areas.

Novacor LVAS is an implanted electromagnetically driven pump that
provides circulatory support by taking over part or all of the
workload of the left ventricle. With implants in over 1480
patients, no deaths have been attributed to device failure, and
some recipients have lived with their original pumps for as long
as four years - statistics unmatched by any other implanted
mechanical circulatory support device on the market.

Novacor LVAS is commercially approved as a bridge to
transplantation in the U.S. and Canada. In the United States, the
FDA is currently reviewing WorldHeart's submission to expand the
current indication for Novacor LVAS to include implants in end-
stage heart failure patients who are not candidates for cardiac
transplantation. Approval would significantly expand the product's
potential market.

In Europe, the Novacor LVAS has unrestricted approval for use as a
bridge to transplantation, an alternative to transplantation and
to support patients who may have an ability to recover the use of
their natural heart. In Japan, the device is commercially approved
for use in cardiac patients at risk of imminent death from non-
reversible left ventricular failure for which there is no
alternative except heart transplantation.

World Heart Corporation, a global medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist devices. Its Novacor LVAS (Left Ventricular Assist System)
is well established in the marketplace and its next-generation
technology, HeartSaverVAD(TM), is a fully implantable assist
device intended for long-term support of patients with heart
failure.

World Heart Corporation's June 30, 2003 unaudited balance sheet
shows a total shareholders' equity deficit of about CDN$53
million, while its June 30, 2003 Proforma balance sheet shows a
total shareholders' equity deficit of about CDN$69 million.

                   WORLDHEART Board of Directors

    C. Ian Ross
    Chairman

    Mr. Ian Ross is Senior Director, Administration in the Dean's
Office at the Richard Ivey School of Business, University of
Western Ontario, with responsibility for managing the support
functions for Canada's internationally-renowned business school,
which is ranked 19th in the world by the respected Financial Times
of London, a position he has held since 1999. Mr. Ross joined the
business school in 1997 as Executive in Residence for the business
schools' Institute for Entrepreneurship, Innovation and Growth.

    Mr. Ross brings a comprehensive and broad business knowledge
and experience to his position on the Board of WorldHeart. He was
elected Governor in 1997 and President and CEO, in 1998 of Ortech
Corporation, a research, development and testing facility owned by
the Province of Ontario, managing the business and facilitating
the successful privatization of this complex operation in 1999.
From 1993 to 1997, as Chairman, President and CEO of Provincial
Papers Inc., a producer of coated fine papers, Mr. Ross lead a
turnaround of the Company from losses of $30 million per year to a
profit of $20 million. The 100% employee owned business, which was
acquired for $1.00 in 1993 was sold for $26 million in 1997.

    Mr. Ross is a leader with strong financial and legal
background who developed and implemented the growth strategy that
took a company from $80 million in sales and $9 million in
operating earnings to sales of $700 million, and operating
earnings of $70 million in 4 years. From 1986 to 1990, as
President and CEO of Paperboard Industries Corp., he lead the
creation of Canada's largest integrated manufacturer of paper
based packaging from recycled fibre.

    Mr. Ross has had comprehensive involvement in all aspects of
the business including finance, human resources, manufacturing and
marketing as well as identifying and completing acquisitions and
dispositions. In addition, he has extensive experience in
international transactions, federal and provincial government
matters, developing technologies in the computer software
industry, as well as hands on experience restructuring and
revitalizing management with a new market responsive strategy
focused on producing top quality consistently. Mr. Ross serves as
an Officer and/or Director for many prestigious companies such as
Working Ventures Canadian Fund Inc. (Chair), Killdeer Management,
Comcare Health Services and Praeda Management Systems.

    Mr. Ross is a member of the Law Society of Upper Canada -
1968, and a graduate of the University of Toronto - 1966 and the
University of Western Ontario - 1963. Amongst his other numerous
activities and affiliations, Mr. Ross has also acted as the
President of the Canadian Bobsled Club and Manager of the 1972
Canadian Bobsled Team at the Olympic Games in Sapporo,
Japan.

    Robert J. Majteles
    Director

    Mr. Majteles has been a successful CEO of three different high
tech companies -- CAMAX Systems Inc., a mechanical engineering
software firm now owned by Electronic Data Systems Corporation);
ULTRADATA Corp. a publicly-traded developer of software for
financial institutions, now owned by John H Harland Co.; and
Citadon, Inc., a leading provider of collaboration software to the
construction and engineering industries. Prior to these companies,
Mr. Majteles was a merchant banker with Investment Advisers, Inc.,
a fund management firm located in Minneapolis, MN., and a mergers
and acquisitions attorney at Skadden, Arps, Slate, Meagher & Flom.
He received a law degree from Stanford University and a Bachelor
of Arts degree from Columbia University.

    In addition to World Heart Corporation (OTCBB: WHRTF, TSX:
WHT), Mr. Majteles is also on the Board of Directors of
Superconductor Technologies Inc., the global leader in high-
temperature superconducting products for wireless voice and data
applications; Artisoft, Inc., a leading provider of software-based
telephone systems; Attunity Ltd., a provider of enterprise data
integration software; and BigFix, Inc., a developer of software
for automating hardware and software maintenance. In addition, he
is a Lecturer at the Lester Center for Entrepreneurship, Haas
School of Business, University of California, Berkeley.


WORLDCOM: Extends Tender Offer for Digex Class A Common Stock
-------------------------------------------------------------
MCI (WCOEQ, MCWEQ) has extended its tender offer for all of the
outstanding shares of Class A Common Stock of Digex, Incorporated
(OTCBB: DIGX) for $0.80 per share net to the seller in cash.  The
tender offer, as extended, will now expire at 5:00 p.m., New York
City time, on Friday, October 3, 2003.  The tender offer was
originally scheduled to expire at 12:00 midnight, New York City
time, on September 24, 2003.  As of the date hereof, approximately
3,380,415 shares of Class A Common Stock have been validly
tendered (and not properly withdrawn).

MCI and Digex also announced the filing of amended materials with
the Securities and Exchange Commission regarding the tender offer.
The tender offer materials were amended as a result of comments
received from the SEC about the originally filed materials.  MCI's
offer price in the tender offer remains at $0.80 per share net to
seller in cash and MCI's offer remains subject to certain
conditions, including the condition that approximately 74.3% of
the outstanding shares of Class A Common Stock not owned by MCI
and its subsidiaries be tendered in the offer.  MCI intends,
following successful completion of the tender offer, to acquire
all of the remaining outstanding shares of Class A Common Stock
not tendered in the offer pursuant to a "short-form" merger.

MCI's tender offer remains subject to further extension and,
subject to the right of stockholders of Digex to withdraw shares
of Class A Common Stock until such extended expiration date, MCI
may retain the shares of Class A Common Stock that have been
tendered until the expiration of the tender offer as extended.
Any such extension will be followed as promptly as practicable by
public announcement thereof, and such announcement will be made no
later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

Georgeson Shareholder Communications Inc. is acting as the
Information Agent in connection with the tender offer and can be
contacted at (212) 440-9800 (for banks and brokers) or (866) 295-
8105 (toll free for all others). The amended materials, as well as
the other documentation relating to the offer, may be obtained
free of charge at the SEC's Web site, http://www.sec.govor by
contacting Georgeson Shareholder Communications.  Digex
stockholders and other interested parties are urged to read the
amended materials and the other documentation relating to the
offer because they will contain important information.

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

Digex is a leading provider of enterprise hosting services. Digex
customers, from Fortune 1000 companies to leading Internet-based
businesses, leverage Digex's trusted infrastructure and advanced
services to successfully deploy business-critical and mission-
critical Web sites, enterprise applications and Web Services on
the Internet. Additional information on Digex is available at
http://www.digex.com


WORLDCOM INC: Wants Clearance for Cox Communications Settlement
---------------------------------------------------------------
MCI WorldCom Network Services, Inc. and Cox Communications, Inc.
are parties to various prepetition contracts wherein each
purchases certain telecommunications services from the other.  As
part of the business relationship, MCI alleges that Cox owes
$2,339,044 in outstanding balance for services MCI provided
prepetition.

Cox counters that MCI owes $4,280,354 in outstanding balance for
services Cox rendered prepetition.  Cox filed proofs of claim for
the amounts.  Cox also asserts a right to offset a portion of the
Cox Prepetition Debt against a portion of the MCI Prepetition
Debt.

MCI, however, disputes that Cox has a right to set off its
prepetition debt.  MCI also denies owing a portion of the MCI
Prepetition Debt.

To resolve the disputes, Cox and MCI have entered into a
settlement agreement.  In summary, the Settlement Agreement
provides that:

   (a) the parties will set off $1,923,059 against their debts,
       which will reduce the MCI Prepetition Debt to
       $2,357,295 and the Cox Prepetition Debt to $415,985;

   (b) Cox will pay MCI the $415,985 remaining balance of the Cox
       Prepetition Debt within 20 days of the Set-off;

   (c) Upon completion of the Set-off, all payments due to Cox
       under the parties' agreements and all payments due to Cox
       under any agreements between UUNET Technologies, Inc. and
       Cox through July 21, 2002 will be deemed satisfied.  Cox
       will not assert any claims for prepetition cure amounts
       for MCI's assumption of the UUNET agreements;

   (e) After completion of the Set-off, Cox will file an amended
       proof of claim against MCI Network Services, Inc. for
       $2,357,295 to reflect MCI's post-set-off debt.  MCI will
       not object to the Amended Proof of Claim and the claim
       will be an allowed general unsecured claim; and

   (f) The parties will exchange mutual releases.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, tells the Court that the Cox Settlement is a
product of arm's-length, good faith negotiations between the
parties.  The Settlement Agreement is fair and reasonable.  The
MCI Prepetition Debt will be significantly reduced and the
Debtors will recover a portion of the Cox Prepetition Debt
without further delay.  The Debtors will also cure their
outstanding debt under various contracts that they may wish to
assume.

Absent Court authorization to enter into and implement the
Settlement Agreement, Mr. Perez notes that the parties might
require extensive judicial intervention to resolve their many
disputes.  It is uncertain which of the parties would emerge with
a favorable and successful resolution of their claims.  Such
litigation would be costly, time-consuming, and distracting to
management and employees alike.

For these reasons, the Debtors ask the Court to approve the Cox
Settlement Agreement. (Worldcom Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


XML GLOBAL: Inks Definitive Pact to Sell All Assets to Xenos
------------------------------------------------------------
XML Global Technologies, Inc. (OTC BB: XMLG), a developer of XML
middleware, has signed a definitive agreement to sell all of its
business assets to Xenos Group Inc. (TSX: XNS). Xenos will acquire
XML Global's intellectual property, customer relationships, and
operating assets and will retain most employees.

Peter Shandro, XML Global's Chairman of the Board commented "XML
Global has developed technology that has very broad application in
solving business problems. Xenos will be able to apply that
technology to a wide range of customers and we believe that this
transaction will generate significant value for our stockholders."

"We are very enthusiastic to join forces with an established and
growing organization like Xenos," said Garry Kupecz, Chief
Operating Officer of XML Global. It was important to us to find a
company that would support our products and people, and allow us
to continue to grow. This evolution is good news for our products,
our people, and our customers. There will be no other company in
the industry with the combined product positioning, technical
know-how and market coverage of Xenos with the addition of XML
Global. Systems integrators typically encounter a gap in solving
"the last mile problem of data integration", where data structures
must be mapped in a repeatable way between dynamic data sources.
Xenos will be able to provide that solution with the GoXML product
line."

"XML Global is a natural complementary next step for Xenos and we
will integrate its products and personnel into our operations very
quickly," said Jim Farmer, President and COO of Xenos. "We
anticipate keen interest in this technology from many of our
current customers and it opens up important new vertical markets
for Xenos."

"XML Global is a great fit with Xenos, the data to e-content
company," said Stuart Butts, Chairman and CEO of Xenos Group Inc.
"This acquisition takes Xenos into the end-to-end data
transformation space, with best-of-breed products for both
document and now data transformation, repurposing and delivery."

The terms of the transaction call for Xenos to pay $1,250,000 and
to issue 1,000,000 shares of common stock to XML Global in
exchange for the purchased assets, including the GoXML eBusiness
product line. Xenos will provide a price guarantee on the Xenos
shares to XML Global such that Xenos under certain conditions may
make additional cash payments to XML Global, not to exceed
C$1,340,000, in the event that Xenos shares are trading below
C$3.50 prior to the anniversary date of the closing.

The transaction is subject to all requisite regulatory approvals
and the approval of XML Global's shareholders, as well as other
conditions customary in transactions of this nature. The parties
hope to be able to consummate the purchase and sale by the end of
December 2003.

Xenos and XML Global have entered into a co-marketing agreement
allowing Xenos to market and sell XML Global's products and
services pending completion of the acquisition.

Subject to this transaction closing, XML Global has agreed to pay
$250,000 and 25% of the proceeds from the sale of Xenos stock to
its developer group in settlement of obligations arising from the
purchase of intellectual property in April 2003. The developer
group will surrender 16 million share purchase warrants
exercisable at $0.04 and has agreed to enter into employment
contracts with Xenos to facilitate the transfer of intellectual
property.

XML Global Technologies, Inc. is an XML Middleware Company focused
on providing a methodical approach to the adoption of XML-based
solutions. The Company's GoXML(TM) Transform product line provides
an intuitive, modular solution for integration of structured data.
Its powerful transformation engine links XML to traditional data
formats, like relational and EDI. It also transforms data between
various XML dialects. Transformation solutions developed with
GoXML(TM) Transform can be deployed with GoXML Transform
Enterprise Edition (API) or with the GoXML(TM) Communication
Server, which includes centralized management and connectivity to
integration platforms, message queues, and workflow engines.
Interfaces for Web Services and ebXML allow it to plug into
popular e-business infrastructures.

To find out more about XML Global Technologies (OTCBB: XMLG),
visit its Web site at http://www.xmlglobal.com

Xenos -- http://www.xenos.com-- provides software and solutions
that enable organizations to transform, re-purpose and distribute
electronic content to support their e-business and print
strategies.

Xenos d2e Platform(TM) transforms and re-purposes legacy
printstreams into standard electronic formats (e-content)
supporting both e-business and print strategies for applications
such as electronic statement presentment, enterprise content
management/archiving, print automation and customer relationship
management.

Xenos d2e Vision(TM) is Xenos' next-generation transformation
software suite. Written in Java, d2e Vision supports Asian
languages that use double-byte character sets. It is designed to
be scalable and extensible for dynamic e-business solutions.

infoWEB(TM) software enables organizations to extract, publish and
disseminate critical business information throughout the
enterprise. Once processed by infoWEB, clients can access this
information using any standard Web Browser regardless of what
platform, application or format the information was generated
with.

Xenos partners with industry-leading software companies, such as
IBM, to provide end-to-end solutions to customers. Xenos products
are deployed at organizations worldwide, in industries including
Banking, Financial Services, Insurance, Telecommunications,
Utilities, Service Bureaus, Healthcare, Pharmaceuticals,
Manufacturing and Government. Xenos is headquartered in Toronto,
Canada, with offices in Dallas, Texas and the United Kingdom.
Xenos trades on The Toronto Stock Exchange under the trading
symbol "XNS", with approximately 8.9 million shares outstanding.

                         *    *    *

As previously reported, XML Global's independent auditor's report
stated that XML's consolidated financial statements for the year
ending June 30, 2002 have been prepared assuming that the Company
will continue as a going concern. However, the Company has
incurred losses since inception and has an accumulated deficit.
These conditions raise substantial doubt about its ability to
continue as a going concern.

It has incurred costs to design, develop and implement search
engine and electronic commerce applications and to grow its
business. As a result, it has incurred operating losses and
negative cash flows from operations in each quarter since
commencing operations. As of September 30, 2002 the Company had an
accumulated deficit of $12,860,900.

At September 30, 2002 XML's cash funds are insufficient to fund
operations through the end of fiscal 2003 based on historical
operating performance. In order for the Company to maintain its
operations it will have to seek additional funding, generate
additional sales or reduce its operating expenses, or some
combination of these. At current and planned expenditure rates,
taking into consideration cash received from the first part of the
Paradigm financing, current reserves are sufficient to fund
operations only through December 2002.


* Dewey Ballantine Will Open Offices in Milan and Rome
------------------------------------------------------
International law firm Dewey Ballantine LLP announced that, as the
next stage in its planned European expansion, it will open offices
in Milan and Rome and an Italian desk in the Firm's London office.

The launch of the Italian practice, which will take effect on
October 1, 2003, follows the hiring of leading Italian partners
Bruno Gattai from Simmons & Simmons in Milan, Stefano Speroni from
Linklaters allied Milan firm Gianni, Origoni, Grippo and Partners,
and Ugo Giordano, formerly with Merrill Lynch. In addition, Nicola
Brunetti, former partner in the Milan office of Simmons & Simmons,
Giovanbattista Santangelo, former partner of the Rome office of
Simmons & Simmons, and Stefano Catenacci, formerly of Simmons &
Simmons in Milan, will join the Firm's Italian offices. Dewey
Ballantine's Italian practice will initially be staffed by
approximately 20 lawyers.

Dewey Ballantine's Italian practice will further strengthen the
Firm's capabilities in Europe by providing clients with
transactional advice in the Firm's core practice areas of mergers
and acquisitions (M&A), private equity, project finance, corporate
finance, structured finance, capital markets, securities and tax.

"The launch of our Italian practice, a fundamental part of our
European strategy, will increase our global presence and will
enable us to capitalize on the many legal service opportunities
existing in the burgeoning Italian market," said Morton A. Pierce,
chairman of Dewey Ballantine's Global M&A Group. "Bruno, Stefano
and Ugo are recognized as top practitioners in their respective
fields and will be a tremendous asset to our corporate and
investment banking clients."

Bruno Gattai, one of Italy's top M&A and private equity lawyers,
will head Dewey Ballantine's Italian Practice and will become the
managing partner of the Milan office. While at Simmons & Simmons
in Milan, Mr. Gattai served as managing partner and as a member of
the Management Committee. His practice has included the
representation of financial institutions such as ABN AMRO, BNP
Paribas, Permira, Centrobanca, 21 Investmenti and Meliorbanca,
Italian insurance company RAS and corporate clients such as
Barilla and Falck.

Stefano Speroni joins Dewey Ballantine as the partner responsible
for the Rome office and will divide his time between the Milan and
Rome offices. Mr. Speroni, another top M&A specialist, has
represented clients such as Italian communication company Wind,
Treasury-owned conglomerates Finnmecanica (Defence) and Enel
(Energy), leading Italian bank Banca IMI and private equity house
3i. Mr. Speroni has a wide and diversified practice also covering
equity capital markets, banking and securitization.

Based in the London office, partner Ugo Giordano will manage the
Firm's Italian desk in London. Mr. Giordano, as one of the leading
lawyers advising on the first issuances of foreign structured debt
in Italy, brings cutting- edge experience in securitization,
structured finance and sophisticated financial products to Dewey
Ballantine. He has worked for Italian law firm Chiomenti and for
Clifford Chance and, prior to joining Dewey Ballantine, spent two
years with Merrill Lynch in London. Mr. Giordano's practice has
involved the representation of financial institutions such as ABN
AMRO, BNP Paribas, Credit Suisse First Boston, Deutsche Bank,
Goldman Sachs, Lehman Brothers and Morgan Stanley.

Nicola Brunetti, an M&A and energy lawyer, and Stefano Catenacci,
a private equity, bankruptcy and general corporate lawyer, will be
based in Dewey Ballantine's Milan office. Giovanbattista
Santangelo, whose practice focuses on M&A and capital markets,
will be based in the Rome office.

James D. Simpson, Dewey Ballantine's London-based Management
Committee member and head of the European Project Finance Group
said, "The opening of the Italian offices underlines the Firm's
commitment to Europe and builds on the successful path we took in
2002 with the launch of our German desk and Frankfurt office, the
acquisition of Hunton & Williams' Warsaw office and the continued
expansion of our London office. The vast expertise and client
experience brought to the Firm by the new Italian partners offer
us an exceptional opportunity to develop our growing European
business."

Bruno Gattai said, "Dewey Ballantine is a firm with a clear
strategy and a sophisticated international presence. This major
new venture allows us to move forward aggressively in Europe and
service the needs of our clients in an evolving and dynamic
Italian market. Dewey Ballantine's global strength in the
investment banking and finance communities will enable the Italian
practice, from the outset, to be one of the leading U.S. law firms
in Italy."

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, Milan, Rome, 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 such
areas as M&A, private equity, project finance, corporate finance,
corporate reorganization and bankruptcy, antitrust, intellectual
property, sports law, structured finance, and international trade.
Industry specializations include energy and utilities, healthcare,
insurance, media, consumer and industrial goods, technology,
telecommunications and transportation.


* White & Case's Richard J. Holwell Named Judge for S.D.N.Y.
------------------------------------------------------------
President George W. Bush has appointed White & Case litigation
partner Richard J. Holwell as Judge of the United States District
Court for the Southern District of New York.

President Bush first nominated Holwell in August 2002, and the
U.S. Senate confirmed his nomination late last week. The President
signed Holwell's judicial commission Monday afternoon.

"This is an exciting opportunity for Rick Holwell to serve the law
in a new and important way," said Managing Partner Duane D. Wall.
"It is a proud moment for all of us at White & Case. We
congratulate Rick and his family and extend to him our best
wishes."

Holwell joined global law firm White & Case in 1971. His practice
concentrated in the trial of complex commercial litigation
involving securities, antitrust, bankruptcy and financial-market
matters. He was also involved in many civil and criminal
investigations undertaken by the Securities and Exchange
Commission, Justice Department and Federal Trade Commission. In
his active appellate practice, Holwell argued a number of
significant appeals, including those that resulted in a decision
that established new precedent regarding the extraterritorial
application of U.S. securities laws and antitrust standing under
the Clayton Act.

At White & Case, he served as Executive Partner of the Firm's
Dispute Resolution practice, and as a member of the Management
Board. He also was a tireless advocate of pro bono service,
working to further pro bono activities throughout the Firm.

"My time at White & Case has been extremely positive and
productive, providing me with invaluable experience which I know I
will draw on while on the bench," said Holwell. "I am honored to
serve as judge for such a highly prolific and respected court as
the Southern District of New York."

Holwell, 56, is a graduate of Villanova University, Columbia
University School of Law, cum laude, and Cambridge University.
Holwell is expected to be sworn in and assume his post sometime in
October.

White & Case LLP is a leading global law firm with more than 1650
lawyers practicing in 38 offices in 26 countries. Global Counsel
3000 recently ranked White & Case among the top five global law
firms.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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.

                *** End of Transmission ***