TCR_Public/030514.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 14, 2003, Vol. 7, No. 94

                          Headlines

ACTERNA CORP: Honoring Up to $1 Mill. of Foreign Creditor Claims
ADAMS STREET: Fitch Ratchets Ratings on 3 Note Classes to B/B/CC
AIR CANADA: Annual Shareholder Meeting Adjourned Until June 30
ALLEGHENY ENERGY: Board Approves Executive Leadership Change
ALTERRA HEALTHCARE: Committee Engages Andrews & Kurth Counsel

AMERICAN COMMERCIAL: Bankruptcy Spurs $55.2MM Loss for Danielson
AMERIPATH INC: First-Quarter Results Show Slight Improvement
AQUILA INC: Will Webcast Review of Q1 2003 Results Tomorrow
ARMSTRONG: AWI Wants Helmsman's $2.3 Million Claim Disallowed
BASIS100: Submits Normal Course Issuer Bid for Conv. Debentures

BETA BRANDS: Names Peter Schulte & Ken McMillen as New Directors
BETHLEHEM STEEL: Completes Sale of All Assets to ISG
CANWEST: Unit Pays C$275M to Partly Retire Hollinger Sub. Notes
CEDARA SOFTWARE: March 31 Working Capital Deficit Tops C$8 Mill.
CMS ENERGY: Amends Panhandle Purchase Pact with Southern Union

CONSECO INC: Court Extends Voting Deadline to May 21, 2003
CORNING INC: Selling Photonic Technologies Asset to Avanex Corp.
DAISYTEK INT'L: Court Allows Use of Lenders' Cash Collateral
DAISYTEK: U.S. Trustee Calls for Creditors' Meeting on June 16
DIAGNOS INC: Issues 160K Shares to Complete Debt Settlement Pact

DIRECTV LATIN AMERICA: Committee Turns to Huron for Fin'l Advice
DIVINE: Saratoga Pitches Winning Bid for Managed Services Unit
DNA SCIENCES: Court Approves Proposed Asset Sale to Genaissance
EL PASO CORP: Urges Shareholders to Vote for Board's Nominees
ENCOMPASS SERV.: Enters Pact to Sell Residential Services Assets

ENCOMPASS SERVICES: Wants Extension of Solicitation Exclusivity
ENRON CORP: Hires Venable Baetjer as Special Litigation Counsel
ESSENTIAL THERAPEUTICS: Signs-Up Ashby & Geddes as Attorneys
EVELETH MINES: Bringing-In Ravich Meyer as Bankruptcy Counsel
FLEMING COMPANIES: Wants Nod for Save Mart Purchase Agreement

FLEMING COMPANIES: Wants to Sell Seven Dallas Rainbow Pharmacies
FOUNTAIN VIEW: Bankruptcy Court to Consider Plan on July 3, 2003
GENTEK INC: Pushing for Second Exclusivity Period Extension
GLIMCHER REALTY: Completes Refinancing of Lloyd Center in Oregon
GLOBAL IMAGING: Intends to Refinance Existing L-T Indebtedness

HALEKUA DEVELOPMENT: Sec. 341(a) Meeting to Convene on June 4
HANOVER DIRECT: Net Capital Deficit Widens to $62MM at March 29
HAYES LEMMERZ: Issuing Up to $225MM of Senior Unsecured Notes
HAYES LEMMERZ: Wants Nod to Hire Romo as Special Mexican Counsel
HOME INSURANCE: Regulators Declare Company Insolvent

INTEGRATED HEALTH: Settles Legal Dispute with Dooley & Mack
INT'L UTILITY: S&P Withdraws Coverage at Company's Request
KAIRE HOLDINGS: 2003/2004 Recapitalization Program Underway
KLEINERT'S: Look for Schedules and Statements by June 20, 2003
KSAT SATELLITE: Seeks Shareholder Approval of Dissolution Plan

LAIDLAW INC: Court Extends Exclusive Periods Until June 30, 2003
LIN TV CORP: Unit Completes Sale of 6.50% and 2.50% Senior Notes
MAGELLAN HEALTH: Court Extends Cash Collateral Use Until Dec. 15
MALLARD: Wants Until June 25 to File Schedules & Statements
MALLARD CABLEVISION: UBOC Auction Stalled by Chapter 11 Petition

METROMEDIA FIBER: Files Disclosure Statement in S.D. of New York
MSX INT'L: Red Ink Continues to Flow in First Quarter 2003
NATIONAL CENTURY: Med Diversified Bar Date Extended to Month-End
NATIONAL STEEL: Plan Filing Exclusivity Extended to June 30
NORTH AMERICAN ARCHERY: Wants to Sell Assets to Escalade Inc.

OPTICARE HEALTH: Noteholders Convert $16-Million Debt to Equity
OWENS CORNING: Disclosure Statement Hearing Convening on June 4
OWOSSO CORP: Bank Group Amends Covenants Under Credit Agreement
PENN TRAFFIC: Banks Amend Credit Pact to Replace Waiver Pact
PHILIP MORRIS: Asks Ill. Sup. Ct. to Overturn Price Verdict

PHILIP MORRIS: Asks Ill. Sup. Ct. to Limit Required Bonds
PNC MORTGAGE: Fitch Downgrades Rating on Various Mortgage Notes
PROBEX CORP: Files for Chapter 7 Liquidation in Dallas, Texas
PROBEX CORP: Voluntary Chapter 7 Case Summary
QWEST COMMS: Expands Services Agreement with Life Time Fitness

RURAL CELLULAR: March 31 Net Capital Deficit Stands at $490 Mil.
SALIENT 3 COMMS: Reports First-Quarter Net Assets in Liquidation
SMITHFIELD FOODS: Plans Private Offering of $250MM Sr. Notes
SMITHFIELD FOODS: S&P Cuts Credit Rating Down a Notch to BB+
SPECTRASITE INC: Issuing $150MM of Sr. Notes to Repay Term Loans

SPIEGEL GROUP: Pulling Plug on Three Real Property Leases
SUN MEDIA: Bowes Publishers Unit Closes Sale of Newspaper Assets
TEAM AMERICA: First-Quarter 2003 Results Show Marked Improvement
TEXAS COMMERCIAL: Increases Customer Base by 10% in April 2003
VERTIS INC: Plans to Offer $250 Million of Senior Notes Due 2009

VICWEST CORP: Commences Restructuring Under CCAA in Canada
WHEREHOUSE ENTERTAINMENT: Signs-Up CDS as Real Estate Consultant
WORLDCOM INC: Pushing for Approval to Reject ACOM and ABIZ Deals
WYNDHAM INT'L: HPT Terminates Company's Operations at 12 Hotels
ZI CORPORATION: George Tai Steps Down as Chief Operating Officer

* Meetings, Conferences and Seminars

                          *********

ACTERNA CORP: Honoring Up to $1 Mill. of Foreign Creditor Claims
----------------------------------------------------------------
Acterna Corp., and its debtor-affiliates develop, manufacture
and market a broad range of instruments, systems, software and
services around the globe.  To effectively operate and provide
products and services to their customers throughout the world,
the Debtors rely on services from vendors, service providers,
landlords and government-owned entities in each foreign
jurisdiction in which they do business. The Debtors estimate
that they have $1,000,000 in outstanding obligations to the
Foreign Creditors for goods and services received prepetition.

Consequently, the Debtors sought and obtained the Court's
authority to pay any prepetition obligations owed to certain
Foreign Creditors in the ordinary course of business.  Judge
Lifland authorizes the Debtors to issue postpetition checks or
to effect postpetition fund transfer requests in replacement of
any checks or fund transfer requests related to the payment of
the Foreign Creditor Claims dishonored or rejected as a
consequence of the commencement of the Debtors' Chapter 11
cases, up to an aggregate of $1,000,000.

Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP, in New York,
explains that the payment of Foreign Creditor Claims is
necessary and appropriate.  Without the payment, the Foreign
Creditors may terminate providing services, consequently
impairing the Debtors' ability to provide global services.  The
Foreign Creditors may also take enforcement action under local
law, seize the Debtors' assets located in foreign countries, or
bring civil and, in some cases, even criminal actions against
the Debtors' officers and directors.

The Debtors want to avoid any interruption in their operations
that could be disastrous to their business and would necessarily
lead to a significant loss in value for their estates. (Acterna
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADAMS STREET: Fitch Ratchets Ratings on 3 Note Classes to B/B/CC
----------------------------------------------------------------
Fitch Ratings has downgraded the following classes of notes
issued by Adams St. CBO 1998-1, Ltd.:

        -- $155,346,565 class A-2A notes to 'B' from 'BBB+';

        -- $28,653,435 class A-2B notes to 'B' from 'BBB+';

        -- $24,000,000 class A-3 notes to 'CC' from 'BB'.

Adams St. CBO 1998-1, Ltd. is a collateralized bond obligation
was established in August 1998 to issue debt and equity
securities and to use the proceeds to purchase high yield bond
collateral. The ratings of the class A-1 notes from this
transaction are affirmed at 'AAA' and the class B notes are
affirmed at 'C'.

According to its May 2, 2003 trustee report, Adams St. CBO
1998-1, Ltd.'s collateral includes a par amount of $74.315
million (28.93%) defaulted assets. The class A
overcollateralization (OC) test is failing at 91.36% with a
trigger of 118% and the class B OC test is failing at 78.44%
with a trigger of 104%. The deal has been using interest cash
flows to pay down the senior notes outstanding due to OC test
failures. The class A OC test failures have caused the class B
notes to defer their coupon payments over the past several
payment periods.

Also, the revolving period for this transaction recently ended
in February of 2003 and therefore, all principal proceeds going
forward will be used to pay down the senior outstanding notes.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Fitch will continue to monitor this transaction.


AIR CANADA: Annual Shareholder Meeting Adjourned Until June 30
--------------------------------------------------------------
Mr. Justice Farley approves Air Canada's request to extend the
time to call an annual shareholders' meeting.

Given the present circumstances and because the company is
operating under CCAA protection, the Applicants believe that it
is unnecessary at this point to hold the annual meeting.

Without Mr. Justice Farley's approval of this request, pursuant
to their obligations under Section 133(1) of the Canada Business
Corporation Act, R.S.C. 1985, c. C-44, as amended, the
Applicants would be required to call an annual general meeting
on or before June 30, 2003.  The Applicants last held an annual
general meeting on May 14, 2002. (Air Canada Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALLEGHENY ENERGY: Board Approves Executive Leadership Change
------------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) -- whose corporate credit
rating has been downgraded by Standard & Poor's to B - announced
that its Board of Directors has approved an executive leadership
change. Effective immediately, David C. Benson has been named
Interim Executive Vice President, Allegheny Energy Supply, in
advance of the planned retirement of Michael P. Morrell,
President of Allegheny Energy Supply, under the Company's Early
Retirement Option program.

Mr. Morrell will focus his attention full-time on resolving
issues related to the Company's trading portfolio in the West
and, most notably, the contract with the California Department
of Water Resources.  Mr. Benson, who previously served as Vice
President, Production for Allegheny Energy Supply, will be
taking over Mr. Morrell's other responsibilities immediately.

"As a 25-year veteran of Allegheny Energy, Dave's knowledge and
years of experience are true benefits to our Company," said Jay
S. Pifer, Allegheny Energy's Interim President and Chief
Executive Officer. "We have full confidence in Dave's
capabilities to lead the Supply business and advance the
progress we are making on our revised strategy."

Mr. Pifer continued, "We appreciate Mike's experience and
counsel and particularly his work during the past year as we've
worked to resolve the uncertainty around the CDWR contract and
refocus on our core strengths and traditional service
territory."

Mr. Benson has 25 years of service with Allegheny Energy. He was
named Vice President, Production for Allegheny Energy Supply
last December and, prior to that, served as Vice President,
Production and Sales. He has also held positions as Vice
President, Energy Supply Division; Vice President, Transmission
Business Unit; Director, System Operations; Director, Fuels;
Manager, Fuels; and Economist, Fuel and Traffic. Before joining
Allegheny, he was employed as a Physical Scientist with the U.S.
Bureau of Mines. A native of Plum Borough, Pa., Mr. Benson is a
graduate of Penn State University in University Park, Pa., with
a Bachelor of Science degree in Mineral Economics. He has done
post-graduate work in economics and mining engineering at the
University of Pittsburgh and has completed management training
school at the University of Idaho. He and his wife, Lisa, have
three children and reside in Jeannette, Pa.

Mr. Morrell joined Allegheny Energy in 1996 as Senior Vice
President and Chief Financial Officer. He became President of
Allegheny Energy Supply in February 2001. Prior to joining
Allegheny, he held various leadership positions within GPU,
Inc., including Vice President and Treasurer for the corporation
and Treasurer for all GPU subsidiaries. He was also Vice
President - Regulatory and Public Affairs; Vice President -
Materials, Services, and Regulatory Affairs; and a member of the
Board of Directors for GPU subsidiary, Jersey Central Power and
Light Company. A native of Camilla, Ga., Mr. Morrell is a
graduate of the United States Naval Academy in Annapolis, Md.,
where he earned a Bachelor of Science degree in Oceanography. In
addition, he holds a Master of Business Administration degree
from Fairleigh Dickinson University in Teaneck, N.J. He and his
wife, Rochelle, have two children and reside in Hagerstown, Md.

With headquarters in Hagerstown, Md., Allegheny Energy is an
integrated energy company with a balanced portfolio of
businesses, including Allegheny Energy Supply, which owns and
operates electric generating facilities and supplies energy and
energy-related commodities in selected domestic retail and
wholesale markets; Allegheny Power, which delivers low-cost,
reliable electric and natural gas service to about three million
people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia; and a business offering fiber-optic and data services.
More information about the Company is available at
http://www.alleghenyenergy.com


ALTERRA HEALTHCARE: Committee Engages Andrews & Kurth Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to the request of the Official Committee of
Unsecured Creditors appointed in Alterra Healthcare
Corporation's chapter 11 case to employ Andrews & Kurth LLP as
its Counsel.

As counsel to the Committee, Andrews & Kurth is expected to:

      a. advise and consult with the Committee concerning:

          i) legal questions arising in administering the
             Debtor's estate, and

         ii) the unsecured creditors' rights and remedies in
             connection with the Debtor's estate;

      b. assist the Committee in preserving and protecting the
         Debtor's estate;

      c. consult with the Debtor concerning the administration
         of the case;

      d. work with the Committee's financial advisor, FTI
         Consulting, Inc ;

      e. prepare any pleadings, motions, answers, notices,
         orders, and any reports that are required for the
         protection of the Committee's interests and the orderly
         administration of the Debtor's estate; and

      f. perform any and all other legal services for the
         Committee that the Committee determines are necessary
         and appropriate to faithfully discharge its duties.

Paul N. Silverstein, Esq., assures the Court that Andrews &
Kurth is a "disinterested person" as that phrase is defined in
the Bankruptcy Code.  Mr. Silverstein adds that Andrews & Kurth
will bill its customary hourly rates in exchange for its
professional services:

           Partners          $395 to $595 per hour
           Associates        $180 to $435 per hour
           Paralegals        $100 to $185 per hour

Alterra Healthcare Corporation, one of the nation's largest and
most experienced healthcare providers operating assisted living
residences, filed for chapter 11 protection on January 22, 2003,
(Bankr. Del. Case No. 03-10254). James L. Patton, Esq., Edmon L.
Morton, Esq.. Joseph A. Malfitano, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor LLP represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $735,788,000 in
assets and $1,173,346,000 in total debts.


AMERICAN COMMERCIAL: Bankruptcy Spurs $55.2MM Loss for Danielson
----------------------------------------------------------------
Danielson Holding Corporation (Amex: DHC) reported a loss of
$57.8 million, for the quarter ended March 28, 2003. That
compares with a loss of $.05 million in the first quarter of
2002.  The current period loss includes $55.2 million
attributable to its investment in American Commercial Lines,
LLC, which was written down to zero during the period.

The current quarter includes results from Danielson Indemnity
Company and its subsidiary National American Insurance Company
of California, a California property and casualty company, along
with ACL and two related companies -- Global Material Services,
LLC, a network of marine terminals and warehouse operations
located on major river systems in the U.S., Europe and South
America, and Vessel Leasing, LLC, a company that leases barges
to ACL.

As previously reported, on January 31, 2003, ACL filed a
petition to reorganize under Chapter 11 of the U.S. Bankruptcy
Code.  Neither DHC, GMS nor Vessel Leasing filed for Chapter 11
protection.  DHC, GMS and Vessel Leasing are not guarantors of
ACL's debt nor are they liable for any of ACL's liabilities.
DHC has evaluated the carrying value of its investments in ACL,
GMS and Vessel Leasing, and DHC  has recorded an $8.2 million
other than temporary impairment loss in its ACL investment;  no
adjustments have been made to the carrying values of DHC's
investments in GMS and Vessel Leasing.

The ACL Chapter 11 Bankruptcy process presents inherent material
uncertainty; it is not possible to determine the additional
amount of claims against ACL that may arise or ultimately be
filed, or predict the length of time that ACL will continue to
operate under the protection of Chapter 11, the outcome of the
Chapter 11 proceedings in general, whether ACL will continue to
operate in its present organizational structure, or the effects
of the proceedings on the business of ACL, or on the interests
of DHC and the various creditors of ACL.  The ultimate recovery,
if any, by DHC and the creditors of ACL will not be determined
until confirmation of a plan or plans of reorganization.  No
assurance can be given as to what value will be ascribed in the
bankruptcy proceedings to each of these constituencies.  While
it cannot presently be determined, DHC believes it will receive
little or no value with respect to its equity interest in ACL.

                      INSURANCE SERVICES

Net premiums earned by DIND and its subsidiaries were $10.4
million and $19.0 million for the quarters ended March 28, 2003
and March 31, 2002, respectively.  The change in net premiums
earned during those quarters was directly related to the change
in net premiums written.  Net written premiums were $11.4
million and $15.8 million for the quarters ended March 28, 2003
and March 31, 2002, respectively.  NAICC completely exited the
workers' compensation market in all territories and over the
last several quarters has intentionally reduced production
through rate increases in all active lines as well as tightening
its underwriting risk criteria.  The aforementioned strategies
have helped NAICC maintain its written premiums to surplus
ratios to acceptable industry levels.  Net investment income was
$1.2 million and $1.5 million for the quarters ended March 28,
2003 and March 31, 2002, respectively.  The decrease was
attributable to reductions in both the overall portfolio yield
and the cash and invested asset base.  Net losses and loss
adjustment expenses were $9.2 million and $14.7 million for the
quarters ended March 28, 2003 and March 31, 2002, respectively.
The loss ratio was 88.8% for 2003 and 77.4% for 2002.  The
decline in underwriting performance for the comparative periods
is primarily attributable to adverse developments in the
commercial automobile line for accident years 2000 through 2002.
Policy acquisition costs were $2.6 million and $4.1 million for
the quarters ended March 28, 2003 and March 31, 2002,
respectively, and relative to premiums earned experienced some
degradation however the extent of which was offset by a
reduction in general and administrative expenses.  General and
administrative expenses were $1.0 million and $1.5 million for
the quarters ended March 28, 2003 and March 31, 2002,
respectively.  Combined underwriting ratios were 124.2% and
106.8% for the quarters ended March 28, 2003 and March 31, 2002,
respectively.  Loss from insurance operations for the quarter
ended March 28, 2003 was $1.8 million compared with operating
income of $.4 million for the quarter ended March 31, 2002.

                        MARINE SERVICES

DHC owns a direct 5.4% interest in GMS and a direct 50% interest
in Vessel Leasing.  ACL owns 50% of GMS and the remaining 50% of
Vessel Leasing.  For the quarter ended March 28, 2003, DHC
accounted for its investments in ACL, GMS and Vessel Leasing
using the equity method of accounting.  Under the equity method
of accounting, DHC reports its pro-rata share of the equity
investees' income or loss.  The investment values of GMS and
Vessel Leasing at March 28, 2003 were $1.2 million and $3.0
million value, respectively.  GMS and Vessel Leasing contributed
nominal equity earnings to DHC during the first quarter of 2003.

                    PARENT-ONLY OPERATIONS

General and administrative expenses were approximately $1
million higher during the quarter ended March 28, 2003 compared
to the quarter ended March 31, 2002.  This is primarily
attributable to increased professional fees incurred concerning
the ACL bankruptcy as well as increased insurance costs.

                           GENERAL

DHC is an American Stock Exchange listed company, engaging in
the financial services, specialty insurance business, and marine
transportation, through its subsidiaries and equity investees.
In connection with efforts to preserve DHC's net operating tax
loss carryforwards, DHC has imposed restrictions on the ability
of holders of five percent or more of DHC common stock to
transfer the common stock owned by them and to acquire
additional common stock, as well as the ability of others to
become five percent stockholders as a result of transfers of
DHC's common stock.

On May 7, 2003, DHC's Board of Directors changed DHC's principal
executive offices from Jeffersonville, Indiana to Chicago,
Illinois, and also changed DHC's fiscal year to a calendar year.
DHC will now report its quarterly results as of March 31, June
30, September 30 and December 31st of each year. This change
becomes effective for the quarterly period ending June 30, 2003.


AMERIPATH INC: First-Quarter Results Show Slight Improvement
------------------------------------------------------------
AmeriPath, Inc., a leading national provider of cancer
diagnostics, genomics, and related information services,
reported its financial results for the quarter ended March 31,
2003.

Net revenue for the quarter ended March 31, 2003 increased 5%
over the same period of the prior year, to $119.0 million from
$112.9 million. EBITDA (earnings before interest, taxes,
depreciation and amortization) for the quarter, including merger
related and restructuring costs of $12.2 million, was $10.1
million compared to $26.8 million for the same quarter of the
prior year. EBITDA before these merger related and restructuring
costs was $22.3 million. A reconciliation of income from
operations to EBITDA (a non GAAP financial measure) is found in
the attached table. The net loss for the quarter ended March 31,
2003 of ($500,000) includes merger related costs, net of tax of
$8.4 million compared to net income of $12.6 million for the
same quarter of the prior year.

Same store revenue, excluding revenue from national labs, for
the first quarter increased 5%, or $4.8 million, compared to the
first quarter of 2002. For the first quarter, national lab
revenue was $2.7 million, down $4.1 million compared to the
first quarter of 2002. As previously disclosed, the national
labs continue to reduce the amount of volume they subcontract.
National lab revenue is currently estimated to be $1.2 million
per quarter and is expected to decline over the rest of the
year. In addition, the first quarter net revenue was negatively
impacted by approximately $3.0 to $3.5 million as the result of
severe weather conditions, which reduced the volume of specimens
referred to our laboratories.

Cost of services increased to $62.1 million from $54.3 million.
The first quarter 2003 gross margin of 48% was negatively
impacted by an increase in medical malpractice costs of $1.7
million and excess lab capacity. Selling, general and
administrative expenses increased $1.7 million as we continue to
invest in information technology and sales and marketing.

During the quarter, we recorded costs related primarily to the
completion of the acquisition of AmeriPath by Welsh, Carson,
Anderson and Stowe IX, L.P. These costs included merger related
costs of $10.0 million and the write off of previously deferred
financing costs of $1.0 million. In addition, we expect to incur
approximately $2.2 million of restructuring costs, primarily
severance costs, in connection with a reduction in workforce at
certain laboratories. It is estimated that these restructuring
costs will rationalize excess capacity at certain labs and save
approximately $12 to $14 million in annual operating costs. Of
this $2.2 million, $1.2 million was recorded during the first
quarter of 2003, with the remainder to be recorded in the second
quarter of 2003.

More detailed information regarding the business, operations and
financial performance of the Company through March 31, 2003, and
related and other matters, will be included in the Company's
Form 10-Q for the quarter ended March 31, 2003, which is
expected to be filed with the SEC prior to May 15, 2003.

AmeriPath is a leading national provider of cancer diagnostics,
genomics, and related information services. The Company's
extensive diagnostics infrastructure includes the Center for
Advanced Diagnostics, a division of AmeriPath. CAD provides
specialized diagnostic testing and information services
including Fluorescence In-Situ Hybridization, Flow Cytometry,
DNA Analysis, Polymerase Chain Reaction, Molecular Genetics,
Cytogenetics and HPV Typing. Additionally, AmeriPath provides
clinical trial and research development support to firms
involved in developing new cancer and genomic diagnostics and
therapeutics.

As reported in Troubled Company Reporter's March 3, 2003
edition, Standard & Poor's Ratings Services assigned a 'B+'
corporate credit rating to anatomic pathology services company
AmeriPath Inc.  At the same time, Standard & Poor's assigned a
'B+' rating to AmeriPath's proposed $365 million senior secured
credit facility and a 'B-' to its proposed $210 million senior
subordinated notes maturing in 2013.

Both the credit facility and the notes will be issued as part of
a leveraged buyout by the company's equity sponsor, Welsh,
Carson, Anderson, and Stowe.

The outlook on the Riviera Beach, Fla.-based AmeriPath is
positive. At the close of the transaction, roughly $500 million
of debt will be outstanding.


AQUILA INC: Will Webcast Review of Q1 2003 Results Tomorrow
-----------------------------------------------------------
Aquila, Inc. (NYSE:ILA) will conduct a conference call and
webcast to discuss 2003 first-quarter results on May 15 at 9
a.m. Eastern Time. Participants will be Chief Executive Officer
Rick Green, Chief Operating Officer Keith Stamm and Chief
Financial Officer Rick Dobson.

To access the live webcast, go to Aquila's Web site at
http://www.aquila.comand click on Investors to find the webcast
link. Listeners should allow at least five minutes to register
and access the presentation.

For those unable to access the live broadcast, replays will be
available for two weeks, beginning approximately two hours after
the presentation. Web users can go to the Investors section of
the Aquila Web site at http://www.aquila.comand choose
Presentations & Webcasts.

Replay also will be available by telephone through May 22 at
800-405-2236 in the United States, and at 303-590-3000 for
international callers. Callers must enter the access code 538347
when prompted.

Based in Kansas City, Mo., Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada, the United Kingdom and Australia. The
company also owns and operates power generation assets. More
information is available at http://www.aquila.com

As reported in Troubled Company Reporter's April 15, 2003
edition, Fitch Ratings assigned a 'B+' rating to the new $430
million senior secured 3-year credit facility of Aquila, Inc.
Concurrently, Fitch has downgraded the senior unsecured rating
of ILA to 'B-' from 'B+'. Approximately $3 billion of debt has
been affected. The senior unsecured rating of ILA is removed
from Rating Watch Negative. The Rating Outlook for ILA's secured
and unsecured ratings is Negative.

The Facility rating was based on the structural protections of
the Facility as well as the senior secured lenders' enhanced
recovery prospects relative to unsecured creditors. Secured and
structurally senior debt together account for approximately 25%
of total debt excluding pre-payment obligations. Facility
collateral includes first mortgage bonds registered in the name
of the collateral agent (Credit Suisse First Boston) on the
regulated gas distribution utilities in MI and NE, a pledge of
stock of the holding company of the Canadian regulated
electricity distribution businesses and a second lien on certain
independent power plant investments.

Standard & Poor's Rating Services lowered its corporate credit
and senior unsecured rating on electricity and natural gas
distributor Aquila Inc., to 'B' from 'B+'. The ratings have also
been removed from CreditWatch where they were placed with
negative implications on Feb. 25, 2003. The outlook is negative.
The rating actions reflect concerns resulting from the company's
reliance on asset sales to reduce debt levels and projected weak
cash flows from operations. At the same time, Standard & Poor's
Rating Services assigned a 'B+' rating to Aquila's proposed $430
million senior secured credit facility. The issuer rating of
Aquila Merchant Services Inc. was withdrawn.

"The ratings on Aquila reflect Standard & Poor's analysis of the
company's restructuring plan, financial condition, and available
liquidity to meet near-term obligations," noted Standard &
Poor's credit analyst Rajeev Sharma. Aquila's restructuring plan
is dependent on continued asset sales. Standard & Poor's is
concerned with the heavy execution risks involved with Aquila's
asset sales strategy. Weak market conditions may lead to
increased execution risks for future asset sales, as evidenced
by the delay in the sale of Avon Energy Partners Holdings. Due
to weak cash flow generation from operations, asset sales will
be necessary for Aquila to reduce its debt levels and shore up
the company's balance sheet. However, cash flow generation
relative to total debt is likely to remain weak and not exceed
15% in the near term.

Cash flows from Aquila's regulated utilities are projected to be
stable, however, depressed power prices and negative spark
spreads will continue to be a drag on Aquila's cash flow from
operations on the nonregulated side of the business. Overall
cash flow will be strained, as the company faces restructuring
charges in 2003 and debt maturities in 2004. Expected cash flow
from the company's reconstituted business plan is insufficient
to fully offset Aquila's massive amount of debt leverage.

Aquila's liquidity will be highly dependent on continued asset
sales as the company faces $400 million in debt maturities in
2004 ($250 million in senior notes due in July and $150 million
in senior notes due in October). Aquila's liquidity will be
further strained by the cash outflows associated with its
prepaid gas delivery contracts and tolling agreements. The
aggregate cash flows for these commitments are estimated to be
$245 million in 2003 and $263 million in 2004. In addition,
substantial projected capital expenditures of $316 million in
2003 and $210 million in 2004 and working capital needs will
continue to be a drain on cash flows.


ARMSTRONG: AWI Wants Helmsman's $2.3 Million Claim Disallowed
-------------------------------------------------------------
By this objection, Armstrong World Industries asks the Court to
disallow Helmsman Management Services, Inc.'s claim for
$2,302,343.12 because it seeks to recover defense costs for
which AWI is not legally responsible.

Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, draws a distinction between these defense
costs and an indemnity, which is not at issue here.

In the early 1980s, Ms. Booth explains that asbestos-related
property damage claims began to be asserted against AWI.  AWI's
insurers, including Liberty Mutual Insurance Company, Aetna
Casualty & Surety Company, The Travelers Indemnity Company, and
Reliance Indemnity Insurance Company, agreed in part among
themselves to share and allocate coverage of the costs of
defending AWI against these claims. All of these claims allege
in part that AWI asbestos-containing materials had been
installed in at least one of each of the plaintiff's facilities
before 1982.

On June 22,1983, Helmsman, a subsidiary of Liberty Mutual, and
AWI signed an agreement whereby Helmsman agreed to perform
certain administrative claim servicing functions with respect to
asbestos-related claims against AWI.  Liberty Mutual guaranteed
Helmsman's performance under the agreement.  Under this
agreement, Helmsman was to pay claim payments and the allocated
expenses -- defense costs -- incurred in connection with
asbestos-related property damage claims asserted against AWI and
then to bill AWI's insurers for their shares of these claim
payments and the allocated expenses.

                     The California Decision

The decision in "Armstrong World Industries, Inc. v. Aetna
Casualty & Surety Co.," from the California Court of Civil
Appeals held that AWI's insurers are obligated to defend in full
any suit against AWI that alleges or permits proof of any
portion of the property damage during one or more of their
policy periods, even if the suit also alleges or permits proof
of property damage outside of those policy periods.  With
respect to asbestos-related property damage cases, if a suit
alleges or permits proof that any material for which AWI was
responsible was installed or was in place or was removed during
the period before 1982, AWI's insurers must defend the entire
suit and pay all of the defense costs associated with that
defense.  The insurers cannot allocate portions of the defense
costs back to AWI that are assumed to be attributed to some of
the claims contained in the suit that may involve property
damage outside of coverage.

As of December 6, 2000, Helmsman was paying AWI's asbestos-
related property damage defense costs with respect to the then-
unresolved six cases, which Helmsman references as Los Angeles
United School District, "State of Illinois", "State of MS",
"People of the State of Illinois", "District of Columbia", and
"Garza."  It is these same six cases that Helmsman now claims in
its proof of claim.

               No Bills Before Helmsman's Chapter 11

Before the commencement of its Chapter 11 case on December 6,
2002, Helmsman never billed AWI for defense costs incurred in
the more than 260 asbestos-related property damage cases against
AWI that had been resolved and that alleged claims factually
similar to the six unresolved cases included in the claim.  AWI
received its first bill from Helmsman only on December 22, 2000.

                         Breach of Contract

As Helmsman's own records demonstrate, each of the six property
damage cases contains allegations with respect to buildings
where installation of asbestos-containing material took place
before January 1, 1982. Accordingly, Travelers, Aetna, Liberty
Mutual, and/or Reliance are responsible for reimbursing Helmsman
for all of the defense costs incurred in defending the six
cases.  According to Helmsman's own records, Helmsman allocated
at least $2,093,712 of the claimed $2,302,343.12 in defense
costs to AWI's insurers.  Helmsman's attempt to allocate costs
to AWI is inconsistent with, and in breach of, the agreement
between and among AWI's insurers with respect to allocation
of asbestos-related property damage defense costs and of the
Agreement to provide these services to AWI on behalf of AWI's
insurers. Helmsman's attempt to allocate to AWI also is
inconsistent with the Court's decision in the California case
cited earlier.

In sum, Helmsman's claim for reimbursement from AWI for all of
AWI's defense costs amounting to $2,302,343.12 incurred in
defending the six asbestos-related property damage cases that
were unresolved as of the Petition Date is "spurious."

Even if this claim did not breach the various agreements,
Liberty Mutual, as guarantor of Helmsman's "full and faithful
performance" under the Agreement is itself responsible for at
least $2,302,343.12 of the Helmsman claim.  In either case, the
Helmsman claim should be "rejected."

                      Contingent and Speculative

In addition, Helmsman's claim for reimbursement for unspecified
contingent and unliquidated claims with respect to asbestos-
related property damage defense costs is completely speculative.
Helmsman's claim with respect to contingent and unliquidated
claims for workers' compensation under the workers' compensation
agreements is similarly undefined and speculative.
Consequently, these claims should be rejected.  Moreover,
insofar as these claims are contingent claims for contribution
and reimbursement, they must be disallowed under Section
502(e)(1) of the Bankruptcy Code. (Armstrong Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BASIS100: Submits Normal Course Issuer Bid for Conv. Debentures
---------------------------------------------------------------
Basis100 Inc. (TSX: BAS) filed with the Toronto Stock Exchange a
draft Notice of Intention to Make a Normal Course Issuer Bid for
Convertible Debentures permitting the Company to purchase, for
cancellation, through the facilities of the TSX, up to a total
of $2,000,000 in aggregate principal amount of its 6.00%
convertible unsecured debentures due December 30, 2006. This
represents approximately 10% of the outstanding $20,000,000
aggregate principal amount Debentures outstanding as of May 9,
2003.

Basis100 Inc. is proposing to buy back its publicly traded
Debentures from time to time during the next 12 months. The
Issuer Bid is subject to regulatory approval, and any purchases
under it will be made in accordance with the rules and policies
of the TSX.

Basis100 is proposing the Issuer Bid as it is of the view that
it would be advantageous for the Corporation to be in a position
to engage in repurchases of Debentures, from time to time, when
they are trading at prices which reflect a significant discount
from the perceived value of such securities.

The Issuer Bid is proposed to commence in late May following and
subject to closing of the sale of the Company's Canadian Lending
Solutions Business and will conclude on the earlier of the date
on which purchases under the Issuer Bid have been completed or
one year following the filing, respectively. The Company is
seeking approval of this sale in a resolution put forth in
connection with a Special Meeting of Debentureholders, scheduled
for Thursday, May 15, 2003. The Debentures are listed on the TSX
under the symbol "BAS.DB".

A further announcement will be made when the bid is approved and
a start date is set.

Basis100 (TSX: BAS) is a business solutions provider that fuses
mortgage processing knowledge and experience with proprietary
technology to deliver exceptional services. The company's
delivery platform defines industry-class best execution
strategies that streamline processes and creates new value in
the mortgage lending markets. For more information about
Basis100, visit http://www.Basis100.com

At March 31, 2003, the Company's balance sheet shows a
working capital deficit of about CDN$5 million.


BETA BRANDS: Names Peter Schulte & Ken McMillen as New Directors
----------------------------------------------------------------
Beta Brands Incorporated (TSX Venture Exchange: BBI) announced
that Peter M. Schulte and Ken A. McMillen have been appointed as
directors of Beta Brands Incorporated and that the size of the
board of directors has been reduced to three directors.

The Company also announced that George Harrison, Michael Karp,
Joseph Pulla, Charles Scott and John Stevens resigned as
directors of the Company on May 9, 2003, so the board now
consists of Peter Schulte and Ken McMillen, with one vacancy.

The Company is listed on the TSX Venture Exchange under the
symbol BBI and has approximately 41.3 million common shares
outstanding.

                        *   *   *

As previously reported in the Troubled Company Reporter's May 6,
2003 edition, Beta Brands Incorporated said that its senior
lenders have foreclosed on the assets of the Company due to
payment defaults under its senior secured indebtedness. The
senior secured lenders obtained an order of the Ontario Superior
Court of Justice implementing the foreclosure. Under the terms
of the foreclosure order granted by the Ontario Superior Court
of Justice, Beta Brands Incorporated will be left with no assets
and will cease to carry on business. The board of directors is
considering the appropriate next steps for Beta Brands
Incorporated to take,  which may include a voluntary liquidation
and dissolution.


BETHLEHEM STEEL: Completes Sale of All Assets to ISG
----------------------------------------------------
Bethlehem Steel Corporation announced that, on May 7, 2003, it
completed the sale of substantially all of its assets to
International Steel Group for cash, ISG Class B common stock and
the assumption of certain liabilities.

The transaction is expected to provide Bethlehem sufficient cash
to satisfy all allowed secured, priority and administrative
claims. The ISG Class B common stock received by Bethlehem, with
an expected value of $15 million, is available to be distributed
to general unsecured creditors, subject to confirmation of a
plan of liquidation. No value will be distributed to holders of
Bethlehem's common, preferred or preference equity.

Bethlehem intends to file a chapter 11 liquidating plan with the
U.S. Bankruptcy Court for the Southern District of New York
within 60 days of closing, after the consummation of which its
chapter 11 case can be closed.

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BHMS03USR1) are
trading at about 4 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BHMS03USR1
for real-time bond pricing.


CANWEST: Unit Pays C$275M to Partly Retire Hollinger Sub. Notes
---------------------------------------------------------------
CanWest Global Communications Corp., announced that CanWest
Media Inc., a wholly owned subsidiary, has made a payment of
approximately C$275 million to retire a portion of the 12-1/8%
subordinated notes held by Hollinger International Inc. and
Hollinger Canadian Newspapers Limited Partnership. The repayment
will result in a saving in consolidated interest expense of
approximately C$12.7 million annually.

This offering of unsecured senior notes has been completed. This
release is neither an offer to sell, nor a solicitation of
offers to buy the notes.

CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.S and
CGS.A; -- http://www.canwestglobal.com-- is an international
media company. CanWest, Canada's largest publisher of daily
newspapers owns, operates and/or holds substantial interests in
newspapers, conventional television, out-of-home advertising,
specialty cable channels, web sites and radio networks in
Canada, New Zealand, Australia, Ireland and the United Kingdom.
The Company's program production and distribution division
operates in several countries throughout the world.

                        *   *   *

As previously reported, Standard & Poor's lowered its long-term
corporate credit and senior secured debt ratings on
multiplatform media company CanWest Media Inc., to 'B+' from
'BB-'. At the same time, the ratings on the company's senior
subordinated notes were lowered to 'B-' from 'B'. The outlook is
now stable.

The downgrade reflects CanWest Media's continued relatively weak
financial profile, which was not in line with the 'BB' rating
category.


CEDARA SOFTWARE: March 31 Working Capital Deficit Tops C$8 Mill.
----------------------------------------------------------------
Cedara Software Corp., reported its Third Quarter Fiscal 2003
Results:

    -   Revenue of $9.0 million for the third quarter of fiscal
        2003 ended March 31, met the Company's guidance and
        reflects an increase of $0.8 million, or 9%, over the
        prior quarter ended December 31, 2002.

    -   Compared to the same period in fiscal 2002 revenue was
        down by $2.5 million or 22%. This decline in revenue was
        due to lower sales of software licenses, for which new
        orders from customers were down by $3.5 million or 46%.
        The main reason for this was the lingering impact of a
        temporary inventory overhang of software licenses held
        by customers.

    -   Operating expenses for the third quarter declined $1.7
        million, or 18%, versus fiscal 2002. Cost reduction
        initiatives include a 10% reduction in staff since March
        31 a year earlier.

    -   The loss from continuing operations for the third
        quarter was $1.6 million, or $0.07 per share, compared
        to a loss of $0.7 million, or $0.03 per share, in the
        same quarter of fiscal 2002. When excluding severance
        costs, the loss from continuing operations for the third
        quarter of fiscal 2003 was $1.4 million - a sequential
        improvement of $1.0 million, or 42%, over the comparable
        loss of $2.4 million for the second quarter of the
        current year.

"We are pleased to have met third quarter revenue guidance of $9
million and to have achieved the sequential revenue increases in
the second and third quarters of this year," said Abe Schwartz,
Cedara's President and CEO. "I am also pleased with the overall
progress the Company is making in other areas. Since my arrival
about eight months ago, we have made steady progress in
improving the fundamentals of the business, including
improvements in sales, marketing and engineering. In addition to
the turn-around in revenue, year over year operating expenses,
after adjusting for severance costs, are down by 18% and the
loss in the third quarter has been reduced to $1.6 million from
$3.9 million in the second quarter."

Schwartz continued, "While some might hope for a dramatic change
in performance overnight, I am satisfied with steady incremental
improvement, particularly in the face of some unexpected
challenges this quarter. First, the tragic SARS epidemic has
resulted in a number of business challenges, including making
travel to and from our Asia customers far more difficult for
both their people and ours. Second, the increase in the Canadian
dollar exchange rate reduced third quarter revenue by
approximately $0.3 million, since most of Cedara's revenue is
denominated in US dollars.

"In summary, while satisfied with progress to date, my team and
I know that much remains to be done," said Schwartz.

                        Business Outlook

"As with many software companies, Cedara's sales are typically
weighted toward the last month of the quarter and timing of
completion of major contracts is not easily predictable," said
Schwartz. "The upper range of our revenue guidance of $34 to $37
million for the full year is still achievable but hinges on
closing contracts before June 30, 2003. In view of this and of
the continued impact of a higher Canadian dollar exchange rate,
we are more comfortable forecasting fiscal 2003 full-year
revenue at the lower end of the range. This translates into
revenue of approximately $10.4 million for the fourth quarter.
The Company expects to produce positive cash flow from
operations for this final quarter. In fiscal 2004, when customer
inventories and re-ordering of software licenses are anticipated
to reach more normal levels and trends, we still expect revenue
to rebound."

                        Review of Operations

Revenue from continuing operations for the quarter ended
March 31, 2003 was $9.0 million compared to $11.5 million in the
same period last year. The decline reflects lower software
license revenues of $3.5 million (down 46%), partly offset by
higher engineering services revenues of $0.5 million (up 15%),
and higher services and other revenue of $0.6 million (up 141%).

Gross margin was 68% of revenue in the third quarter of fiscal
2003, down from 75% in the same quarter of fiscal 2002, but an
improvement over the 64% achieved in the immediately preceding
quarter ended December 31, 2002. The year-on-year decline is due
primarily to lower software revenues, on which Cedara earns
higher margins. Sales of software licenses ($4.2 million)
contributed 46% of total quarterly revenue in the third quarter,
compared with 67% in the third quarter of the prior year and 41%
in the immediately preceding quarter ended December 31, 2002.

General and administrative costs were down 30%; research and
development costs were lower by 27% and sales and marketing
costs declined 6% in the third quarter of fiscal 2003, compared
to the same period in fiscal 2002. The cost savings were
achieved by reducing staff to 256 at March 31, 2003, down 29 or
10% from 285 a year earlier, along with aggressive management of
expenses in all areas.

The Company posted a net loss from continuing operations of $1.6
million for the quarter, compared with a net loss of $0.7
million in the same period last year. On a per-share basis, the
net loss from continuing operations was $0.07 in the quarter
compared to a loss of $0.03 in the same period last year.
The overall net loss for the quarter was $1.6 million compared
to a net income of $2.1 million in the same period last year.
The net income reported in fiscal 2002 included a one-time gain
of $2.7 million on the disposition of discontinued operations.
On a per share basis, the net loss for the quarter ended March
31, 2003 was $0.07 compared to a net income of $0.09 in the same
period last year.

During the third quarter, operating activities consumed cash of
$1.0 million compared to $5.0 million in the same period last
year. The cash consumed in the quarter under review was financed
by an increase in the Company's operating bank line. During the
current quarter the Company also repaid a $1.0 million
promissory note due to Analogic Corporation, the Company's major
shareholder.

On August 27, 2002, Analogic Corporation agreed to provide an
additional guarantee of $3.0 million, increasing the Company's
$9.0 million bank operating line to the current level of $12.0
million. The letter of credit, which fully guarantees the
Company's operating line, automatically renews each year unless
the lender is notified by Analogic at least 60 days prior to the
December 20 expiry date. Along with this $3.0 million increase,
Analogic has agreed to make an additional $2.0 million of
financing available to the Company, if required. These
commitments by Analogic increase the financing capacity of
Cedara to $14.0 million, which management expects will be
sufficient to see the Company through to becoming cash flow
positive. As at March 31, 2003, the Company was utilizing $10.8
million of its operating bank line.

For the nine months ended March 31, 2003 revenue was $23.6
million, compared to $34.2 million in the same period last year,
a decline of $10.6 million or 31%. Operating expenses for the
nine months ended March 31, 2003 were $23.5 million versus $26.7
million in the same period last year. Excluding the impact of
severance costs, operating expenses declined by $4.7 million, or
18%. The loss from continuing operations for the nine months
ended March 31, 2003 was $9.6 million or $0.40 per share,
compared to a loss of $3.1 million or $0.15 per share in the
same period last year. The overall net loss for the nine months
ended March 31, 2003 was $9.6 million, or $0.40 per share,
compared to a net income of $1.9 million or $0.09 per share in
the same period last year. Last year's net income reflects
income from discontinued operations of $5.0 million.

At March 31, 2003, Cedara's working capital deficit tops CDN$8
million.

Cedara Software Corp. is a leading independent provider of
medical imaging software for many of the world's leading medical
devices and healthcare information technology systems companies.
Cedara has over 20,000 medical imaging installations worldwide.
Cedara's Imaging Application Platform software is embedded in
30% of magnetic resonance imaging devices shipped each year.
Cedara's Picture Archiving and Communications System technology
has been installed globally in over 4,300 workstations.


CMS ENERGY: Amends Panhandle Purchase Pact with Southern Union
--------------------------------------------------------------
Southern Union Company (NYSE:SUG) and CMS Energy (NYSE:CMS) have
entered into an amendment to their definitive Stock Purchase
Agreement for Southern Union's purchase of Panhandle Eastern
Pipe Line Company and its subsidiaries.

The Modified Purchase Agreement provides that AIG Highstar
Capital, L.P., a private equity fund sponsored by American
International Group (NYSE:AIG), will withdraw from the
transaction, making Southern Union the sole purchaser of the
interstate gas pipeline business and accompanying subsidiaries.

The parties expect the amendment will expedite regulatory
approval of the transaction and anticipate closing by June 30,
2003. Each company's board of directors has approved the amended
transaction.

Under the Modified Purchase Agreement, the purchase price for
Panhandle has been reduced by $37.5 million to approximately
$1.79 billion. Southern Union will pay $584.3 million in cash
plus 3 million shares of Southern Union common stock, and will
assume approximately $1.166 billion of debt.

Southern Union and CMS also entered into a Contract Termination
Release and Settlement Agreement with AIG Highstar that provides
for: (1) the termination of AIG Highstar's participation in the
acquisition of Panhandle, (2) the amendment of the Stock
Purchase Agreement so that AIG Highstar is no longer a party,
and (3) a mutual release with respect to obligations relating to
the Stock Purchase Agreement.

AIG Highstar's withdrawal from the transaction should help
resolve regulatory issues that arose as a result of AIG
Highstar's ownership of Southern Star Central Gas Pipeline, Inc.

Thomas F. Karam, President and Chief Operating Officer of
Southern Union, stated, "We are very pleased to have reached an
agreement with CMS to restructure the transaction as this step
moves us considerably closer to obtaining FTC approval. We
remain confident that this asset will be materially accretive to
Southern Union shareholders."

The only remaining regulatory review necessary to close the
transaction is that of the Federal Trade Commission ("FTC")
under the Hart-Scott-Rodino Antitrust Improvement Act. Southern
Union and CMS continue to pursue resolution of matters with FTC
staff.

In order to facilitate the regulatory review, Southern Union and
AIG Highstar have agreed to immediately terminate the agreement
under which Southern Union's wholly-owned subsidiary - Energy
Worx, Inc. - provided management services to AIG Highstar's
Southern Star Central Gas Pipeline, Inc.

Southern Union is a natural gas distribution company serving
approximately 1 million customers through its operating
divisions in Missouri, Pennsylvania, Rhode Island and
Massachusetts. The Company also owns and operates electric
generating facilities in Pennsylvania. For further information,
visit http://www.southernunionco.com

CMS Energy Corporation is an integrated energy company, which
has as its primary business operations an electric and natural
gas utility, natural gas pipeline systems, and independent power
generation.

For more information on CMS Energy, please visit
http://www.cmsenergy.com

As reported in Troubled Company Reporter's April 25, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating to CMS Energy Corp.'s $925 million senior secured credit
facilities. The facilities include CMS Enterprises' $516 million
senior secured revolving credit facility due April 30, 2004
(guaranteed by CMS Energy) and a $159 million senior secured
revolving credit facility due April 30, 2004, and a $250 million
senior secured term loan facility due Oct. 30, 2004. The outlook
is negative.

Michigan-based CMS Energy has about $7 billion in debt.

The 'BB' ratings assigned to the facilities, which equates to
CMS Energy's 'BB' corporate credit rating, considers this class
of debt to be at the most senior position in CMS Energy's
capital structure. The uncertain value of the capital stock of
Consumers Energy Co. and CMS Enterprises (which is used as
security for the facilities) in a bankruptcy scenario affect any
potential benefit afforded by the companies' assets that support
the value of their capital stock.


CONSECO INC: Court Extends Voting Deadline to May 21, 2003
----------------------------------------------------------
Conseco, Inc. (OTCBB:CNCEQ) received Bankruptcy Court approval
to extend the voting deadline on its Second Amended Joint Plan
of Reorganization from May 14, 2003 to May 21, 2003.

The Company sought the extension following several inquiries
from various creditor constituencies requesting additional time
for voting. The Company believes that the extension will allow
for additional participation of creditors in the voting process.
The extension will not delay the scheduled Confirmation hearing
on May 28, 2003.

Upon emergence from Chapter 11, Conseco, Inc., will be engaged
exclusively in the insurance business. The full text of the
Second Amended Joint Plan of Reorganization and Disclosure
Statement is available at http://www.bmccorp.net/conseco

DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


CORNING INC: Selling Photonic Technologies Asset to Avanex Corp.
----------------------------------------------------------------
Corning Incorporated (NYSE:GLW) has agreed to sell a significant
portion of its photonic technologies business to Avanex
Corporation in exchange for common stock currently valued at
approximately $25 million.

Separately, Avanex announced it would also acquire Alcatel
Optronics and combine its existing business with the two
acquisitions to strengthen its position as a market-leading
photonics provider. Corning said it would own 17 percent of
Avanex's common stock after both transactions are completed.

Corning said that the Avanex transaction would require normal
regulatory approvals as well as Avanex shareholder approval.
Corning's board of directors has approved the transaction, which
is expected to close in the third quarter.

Wendell Weeks, Corning's president and chief operating officer,
said, "We strongly believe that the transaction we are
announcing today with Avanex and Alcatel Optronics will create a
powerful optical components company. The optical components
industry has been forced to consolidate because of the extended
downturn in the telecommunications industry. Following the
Corning and Alcatel Optronics acquisitions, Avanex will have the
products, technologies, people and financial resources to
capture new market opportunities as they arise."

Weeks added, "We have been committed to reaching a decision on
the future of our Photonics Technologies business by the middle
of this year. This transaction enables us to preserve the
largest number of jobs possible while we continue to focus on
achieving our goal of returning to profitability in 2003." He
said Corning is committed to its remaining telecommunications
businesses and continues to invest in extending its market-
leading optical fiber, cable and hardware and equipment
businesses.

"We are building on our market-leading positions in these
businesses and believe we are well-positioned to grow when the
telecommunications industry recovery begins," Weeks said.

Corning said that Avanex would acquire assets relating to the
company's optical amplifier facility in Erwin, N.Y. and its
optical components plant in Milan, Italy. Corning expects Avanex
to acquire approximately 400 employees in this transaction.

The company also said it would close its Corning Lasertron
facility in Bedford, Mass. by the end of this year, eliminating
approximately 150 positions. Lasertron manufactures photonic
components including pump lasers.

                    Second-Quarter Charge

Corning said that the photonic technologies actions announced
today would result in a second-quarter pretax charge of
approximately $50 million to $70 million. These charges, in
part, will be determined by the fair value of Avanex's common
stock received by Corning at the Avanex transaction closing
date. Corning said the cash impact of this transaction including
restructuring charges for units not sold and a $20 million
contribution to Avanex would be approximately $40 million to $50
million. The company will release further financial details on
the transaction in its second quarter results in July.

James B. Flaws, Corning's vice chairman and chief financial
officer, said, "The dramatic reduction in photonic technologies
demand resulted in Corning undertaking significant restructuring
actions over the past several years. While we have been able to
reduce our losses, we continue to experience negative cash flow.
This transaction is an important step in ensuring that Corning
both achieves its goal of returning to profitability later this
year and strengthens its financial position."

Avanex Corporation will file a proxy statement describing the
transaction with the United States Securities and Exchange
Commission. In addition, Avanex will file other information and
documents concerning the transaction and its business with the
SEC. Investors in the common stock of Avanex are encouraged to
review the proxy statement and other information to be filed
with the SEC because they will contain important information.
These documents will be available without charge on the SEC's
Web site at http://www.sec.gov Investors should read the Avanex
proxy statement carefully before making any voting or investment
decisions.

Established in 1851, Corning Incorporated (www.corning.com)
creates leading-edge technologies that offer growth
opportunities in markets that fuel the world's economy. Corning
manufactures optical fiber, cable and photonic products in its
Telecommunications segment. Corning's Technologies segment
manufactures high-performance display glass, and products for
the environmental, life sciences, and semiconductor markets.


DAISYTEK INT'L: Court Allows Use of Lenders' Cash Collateral
------------------------------------------------------------
Daisytek International Corporation (Nasdaq:DZTK) announced that
its U.S. subsidiaries have received consensual approval from the
bankruptcy court and its U.S. lending syndicate to use the
lenders' cash collateral. Daisytek's U.S. subsidiaries filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on May 7, 2003.

The use of the cash collateral will allow the U.S. subsidiaries
of Daisytek to continue to pay payroll and salary obligations,
general and administrative operating expenses and such other
essential costs and expenses that may arise, including insurance
and taxes. It will also allow Daisytek to begin rebuilding
inventory levels at its Arlington Industries, Inc., Digital
Storage Inc. and The Tape Company subsidiaries.

The court approval allows Daisytek's U.S. subsidiaries to use
the cash collateral through May 16, 2003. The company is
currently working with a lender on a debtor-in-possession credit
facility.

Daisytek is a global distributor of computer supplies, office
products and accessories and professional tape media. Daisytek
sells its products and services in North America, South America,
Europe and Australia. Daisytek is a registered trademark of
Daisytek, Incorporated.


DAISYTEK: U.S. Trustee Calls for Creditors' Meeting on June 16
--------------------------------------------------------------
The United States Trustee will convene a meeting of Daisyteck
Incorporated and its debtor-affiliates' creditors on June 16,
2003, 2:00 p.m., at Office of the U.S. Trustee, 1100 Commerce
Street, Room 976, Dallas, Texas 75242. This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Daisytek, Incorporated and its affiliates are leading global
distributors of computer and office supplies and professional
products. The Company filed for chapter 11 protection on May 7,
2003 (Bankr. N.D. Tex. Case No. 03-34762).  Daniel C. Stewart,
Esq., Paul E. Heath, Esq., and Richard H. London, Esq., at
Vinson & Elkins LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $622,888,416 in total assets and
$450,489,417 in total debts.


DIAGNOS INC: Issues 160K Shares to Complete Debt Settlement Pact
----------------------------------------------------------------
Diagnos Inc. (ADK-TSX) announced a proposed private placement of
up to 2,000,000 units, issued at $0.15 per Unit, for gross
proceeds of up to $300,000.

Each Unit would be comprised of one Common Share and one Common
Share purchase warrant. Each Warrant would entitle its holder to
acquire one Common Share at a price of $0.20 at any time during
the 24 months following the initial closing date. The securities
to be issued are subject to a 4-month hold period.

Based on currently available information, Diagnos believes that
none of the subscribers are insiders of the Corporation. This
proposed private placement is subject to receipt of all required
regulatory approvals, as well as the negotiation and execution
of formal documentation.

The Corporation has proceeded to the issuance of 160,983 shares
to complete debt settlement agreements with two creditors
announced on March 28. The TSX Venture Exchange and Quebec
Securities Commission approved these agreements. All shares are
subject to a hold period.


DIRECTV LATIN AMERICA: Committee Turns to Huron for Fin'l Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of DirecTV Latin
America, LLC, seeks the Court's authority to retain Huron
Consulting Group LLC as its financial advisors pursuant to
Sections 328(a) and 1103 of the Bankruptcy Code and Rule 2014(a)
of the Federal Rules of Bankruptcy Procedure, nunc pro tunc to
March 31, 2003.

Kathleen Marshall DePhillips, Esq., in Pachulski, Stang, Ziehl,
Young, Jones & Weintraub PC, in Wilmington, Delaware, relates
that Huron is particularly well suited for the type of
representation required by the Committee since Huron specializes
in providing consulting services to, among other clients,
troubled companies, secured creditors and creditors' committees.

As financial advisors, the Committee anticipates that Huron
will:

  (a) review all financial information prepared by the Debtor or
      their accountants or other financial advisors as the
      Committee requested, including, but not limited to, a
      review of the Debtor's financial statements as of the
      date of the filing of the petitions, showing in detail
      all assets and liabilities and priority and secured
      creditors;

  (b) monitor the Debtor's activities regarding cash
      expenditures, loan drawdowns and projected cash
      requirements;

  (c) attend meetings of the Committee, the Debtor, creditors,
      their attorneys and financial advisors, and federal, state
      and local tax authorities, if required;

  (d) assist, as the Committee requests, in this case with
      respect to, among other things:

      -- review of any plan of reorganization suggested or
         proposed with respect to the Debtor;

      -- review and analysis of proposed transactions for which
         the Debtor seeks Court approval;

      -- valuation and corporate finance assistance with any
         sale and portfolio valuation matters as may be
         required;

      -- preparation of a going concern sale and liquidation
         value analysis of the estate's assets;

      -- review of the Debtor's periodic operating and cash
         flow statements;

      -- any investigation that may be undertaken with respect
         to the prepetition acts, conduct, property,
         liabilities and financial conditions of the Debtor,
         including the operation of its business; and

      -- other services as the Committee or its counsel and
         Huron may mutually deem necessary.

Pursuant to Section 330(a) of the Bankruptcy Code, the Committee
and Huron have agreed that Huron will be compensated on a fixed
monthly rate.  The Parties agreed to a $165,000 monthly
compensation for April and May 2003.  The Committee and Huron
will reassess the adequacy of the $165,000 monthly fee based on
the actual time incurred and if necessary, seek Court approval
to  adjust the rate for work to be performed subsequent to May
2003.

Moreover, Huron will bill:

  (a) if approved by the Committee, out-of-pocket legal fees
      and expenses incurred related to and as a result of this
      case; and

  (b) fees associated with administration of filings and
      reporting required by the Bankruptcy Court related to the
      Committee's retention of Huron.

Ms. DePhillips tells the Court that it is not Huron's general
practice to keep detailed time records in situations involving a
monthly fee arrangement.  Instead, Huron's restructuring
professionals keep time records detailing and describing their
daily activities, the identity of persons who performed the
tasks and the amount of time expended on each activity on a
daily basis.  Huron will supplement this information with a list
of the non-restructuring professionals who assist the
restructuring department on this matter but who are not capable
of keeping records in the same manner.  In addition, aside from
the time recording practice, Huron's restructuring personnel do
not maintain their time on a "project category" basis.

According to Ms. DePhillips, Huron had advised the Committee
that to have Huron recreate the time entries for its
restructuring personnel and require its non-restructuring
personnel to record its time as prescribed by the "Local Rules
of Bankruptcy Practice and Procedure of the U.S. Bankruptcy
Court for the District of Delaware" would be, in each case,
unduly burdensome and time-consuming.  Thus, to the extent
necessary, the Committee asks the Court to waive the Local Rule
2016-2 requirement.

James M. Lukenda, Managing Director of Huron Consulting Group,
assures the Court that Huron does not hold any interest or
represent any other entity having an adverse interest in
connection with the Debtor's case.  In addition, Huron has no
connection with the Debtor, its creditors, the Office of the
U.S. Trustee or any other party with an actual or potential
interest in this Chapter 11 case or its attorneys or
accountants, except that from time to time, Huron has
represented, and likely will continue to represent, certain
creditors and various parties adverse to the Debtor or creditors
in this case in matters unrelated to this Chapter 11 case.  Mr.
Lukenda also informs Judge Walsh that Huron represents no
adverse interest to the Committee or its members in the matters
for which the Committee proposes to retain Huron.  Mr. Lukenda
asserts that Huron is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code. (DirecTV
Latin America Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


DIVINE: Saratoga Pitches Winning Bid for Managed Services Unit
--------------------------------------------------------------
Saratoga Partners, the New York private equity investment firm,
said its acquisition of Divine, Inc's managed services unit, a
leading managed services provider with $60 million in revenues,
was approved by the U.S. Bankruptcy Court in Boston as part of
the Divine Inc. bankruptcy auction. Saratoga's winning bid was
$28 million.

Christian Oberbeck, managing director of Saratoga, said the
managed services business was "clearly one of Divine's most
valuable assets, and we are confident that our partnership with
its founding management will make it an outstanding acquisition
for Saratoga and our investors."

Divine's managed services unit was built through the acquisition
of Data Return, Intira, and Host One. The combined, fully
integrated business is a leading provider of managed services
for more than 260 companies, including H&R Block, Match.com and
Texas Instruments.

Sunny C. Vanderbeck co-founded Data Return in 1997 and oversaw
its growth from a startup to a profitable company with revenues
of $60 million. He will continue with the company, which is
based in Dallas, as chief executive officer.

"Data Return has dedicated and experienced employees, a loyal
and expanding customer base, and substantial opportunities for
growth," Oberbeck said. "And we are indeed fortunate that Sunny
Vanderbeck, who is a highly focused leader and visionary in the
industry, will continue at the helm."

"We are excited about our new partnership with Saratoga
Partners," said Vanderbeck. "The combination of our industry
experience, innovation and capabilities along with our ability
to operate as a profitable standalone business is unique."

This is the third acquisition Saratoga Partners has made since
February of this year. Last week the company announced the sale
of its portfolio company Datavantage Corp., a leading developer
and supplier of point-of-sale software systems and business
intelligence technology, to

MICROS Systems, Inc. (Nasdaq: MCRS) for cash and MICROS stock
valued at approximately $52 million.

Saratoga Partners is a leading middle-market private equity
investment firm with $750 million of committed and invested
institutional equity capital. It invests in businesses with
strong management teams and valuations of between $50 million
and $500 million, specializing in companies in manufacturing,
business services and media and telecommunications industries.

Since Saratoga was founded in 1984 as a division of the New York
investment firm Dillon, Read & Co., Inc., it has invested in 31
companies with an aggregate value of more than $3.5 billion. It
has been an independent firm since 1998 after Dillon Read was
acquired by Swiss Bank Corporation (a predecessor to UBS AG).


DNA SCIENCES: Court Approves Proposed Asset Sale to Genaissance
---------------------------------------------------------------
Genaissance Pharmaceuticals, Inc. (Nasdaq: GNSC) announced that
a United States bankruptcy judge has approved the acquisition by
Genaissance of substantially all of the assets of DNA Sciences,
Inc. for $1.35 million in cash.  Genaissance and DNA Sciences
are working towards a prompt closing of a pre-negotiated asset
purchase agreement.  In addition, Genaissance expects to enter
into a modification of a license agreement, relating to the
purchased assets, that will result in a net cost of the
purchase, including all legal and advisory costs, of
approximately $1 million.

"This acquisition will enhance our HAP(TM) Technology and
solidify us as the partner of choice for the development of
pharmacogenomics-based drug response products," said Kevin
Rakin, President and Chief Executive Officer of Genaissance
Pharmaceuticals.  "We believe that the acquisition will have an
immediate impact on our revenues, with pro forma revenues for
2003 of $12.5 to $14.5 million.  Through June 2004, we expect
the earnings per share to be diluted by $0.01 per quarter,
becoming accretive in the third quarter of 2004."

Among the assets that Genaissance is acquiring from DNA Sciences
are:

*  DNA Sciences' Morrisville, North Carolina GLP compliant and
   CLIA licensed facility, which is a leader in providing
   clinical trial genotyping services and diagnostic tests to
   the pharmaceutical industry;

*  a patent estate, including exclusive licenses from The
   University of Utah and Yale University to patents for
   diagnosing Long QT Syndrome (LQT), a potential life
   threatening side-effect of various drugs; and

*  a commercially available thiopurine S-methyltransferase
   (TPMT) diagnostic test for identifying adverse effects caused
   by the thiopurine class of drugs, from which DNA Sciences is
   receiving royalties from its sub-licensees.

The acquisition will be consistent with Genaissance's business
strategy of generating current revenues from pharmacogenomics-
based products and of establishing contractual rights for
royalties from the sales of drugs and diagnostic tests.  The
benefits include:

*  Strategically, Genaissance is focused on applying genetic
   variability to predicting drug response.  By combining DNA
   Sciences' GLP and CLIA facility for genotyping with its
   HAP(TM) Technology and high-throughput research genotyping
   capabilities, Genaissance will provide a complete range of
   offerings for the application of DNA tests to the clinical
   development and marketing of drugs.  Additionally,
   Genaissance will seek to broaden its relationships with the
   numerous pharmaceutical and biotechnology clients that have
   existing agreements with DNA Sciences by offering them access
   to Genaissance's HAP(TM) Technology platform as well as
   offering Genaissance's existing customers access to its newly
   acquired GLP and CLIA facility for their genotyping needs.

*  Scientifically, Genaissance is focused on using proprietary
   DNA-based technology to improve the clinical development and
   marketing of drugs. Similarly, DNA Sciences provides DNA-
   based tests for use in clinical trials to understand
   differential response to medication and to diagnose disease
   states.  In addition, DNA Sciences has a patent estate in
   cardiac arrhythmia genetics, for which it has exclusively
   licensed patents for diagnosing LQT.  Genaissance will seek
   to commercialize this intellectual property with a partner.

*  Commercially, Genaissance has a goal of reaching financial
   break-even in 2005.  DNA Sciences has current annualized
   revenues of approximately $2.5 million.  Genaissance believes
   that these revenues will grow in excess of 25% annually and
   result in accretion to earnings in the third quarter of 2004.

"We already have integration teams in place and are confident
that the transition will be seamless to DNA Sciences'
customers," added Kevin Rakin. "We are excited about bringing
together these two companies and believe that we will create a
true powerhouse in the area of pharmacogenomics-based products
and services.  It is a challenging time for the industry and we
believe that this acquisition will add significant value to
Genaissance at minimal cost and no strain to our balance sheet.
We are eager to begin moving the combined company forward and
enhancing our commercial opportunities."

LQT is caused by structural abnormalities in the potassium and
sodium channels of the heart, which predispose affected persons
to an abnormal heart rhythm (dysrrhythmia).  LQT can be
inherited or acquired.  Seven genes, which encode ion transport
channels, have been identified as causal for inherited LQT, with
each of the genes having multiple causative polymorphisms.
Acquired LQT is often due to the administration of a medication.
More than 50 approved prescription medications, in virtually
every therapeutic class, are thought to prolong the QT-interval.
Drug-induced LQT has led to the withdrawal from the market of
such well-known drugs as the heartburn agent Propulsid and the
antihistamine Seldane.

The thiopurine class of drugs is commonly used as anti-cancer
therapeutic agents.  For patients taking these drugs, the
ability to produce TPMT enzyme activity is essential for normal
metabolism of these medications.  The level of TPMT activity
impacts both the efficacy and toxicity of the therapies.
Genotyping has become a reliable and rapid method to identify
patients who are TPMT deficient, thereby, allowing the physician
to tailor drug therapy for the best possible outcome.

Legg Mason Wood Walker, Inc. acted as a special bankruptcy
advisor to Genaissance in this transaction.

Genaissance Pharmaceuticals, Inc. is a world leader in the
discovery and use of human gene variation for the development of
personalized medicines and DNA diagnostics.  Genaissance markets
its technology, clinical development skills and pharmacogenetic
services to the pharmaceutical industry as a complete solution
for improving the development, marketing and prescribing of
drugs.  Genaissance has agreements with major pharmaceutical,
diagnostic and biotechnology companies.  Genaissance is
headquartered in Science Park in New Haven, Connecticut.  Visit
the company's Web site at http://www.genaissance.com


EL PASO CORP: Urges Shareholders to Vote for Board's Nominees
-------------------------------------------------------------
El Paso Corporation (NYSE: EP) has commenced mailing of its
definitive proxy materials to its shareholders for the June 17,
2003 Annual Meeting of Stockholders. El Paso strongly urges all
investors who were shareholders of El Paso as of May 2, 2003,
the record date for the Annual Meeting, to sign, date and mail
the WHITE proxy card to vote FOR the Board's independent and
highly qualified director nominees and to reject the
Zilkha/Wyatt proposals.

Ronald L. Kuehn, Jr., chairman and chief executive officer of El
Paso Corporation, mailed to fellow shareholders the following
letter, which accompanies El Paso's definitive proxy materials:

                                   May 12, 2003

Dear Fellow El Paso Shareholder:

"As you know, our Annual Meeting will be held on June 17, 2003.
This meeting is of vital importance to shareholders in light of
the attempt by Selim Zilkha and Oscar Wyatt to replace your
Board of Directors with their slate of nine designees, including
Mr. Zilkha. We urge you to mark, sign, date and return the
enclosed WHITE proxy card in the enclosed envelope. Your vote is
critical, no matter how many shares you own.

           El Paso's Progress with its 2003 Operational
                         and Financial Plan

"Since February 2003, your Board of Directors and management
have been executing El Paso's 2003 operational and financial
plan. We have taken actions to address El Paso's liquidity needs
and to meet required debt maturities for 2003 and 2004. We have
also completed or have executed binding contracts for $2.4
billion of the $3.4 billion of non-core asset sales we have
planned for 2003.

"Our progress in implementing each of the five elements of our
plan, as well as the actions that remain to be taken to complete
the objectives of our plan, is discussed in more detail in our
Proxy Statement. Although more work remains to be done, we are
confident that the company is moving in the right direction.

               Our Strategic Vision for the Future

"Your Board of Directors and management recognize that our 2003
plan is just one step towards reshaping El Paso. As we continue
with our 2003 plan, we are focused on actions that will position
El Paso soundly for the future.

-- We have announced our Clean Slate Initiative, targeting an
   additional $250 million of pre-tax annual cost savings and
   business efficiencies by the end of 2004, beyond the target
   of $150 million of pre-tax savings and business efficiencies
   we previously announced for 2003.

-- We have formed a Board-level Long Range Planning Committee,
   which is focused on ensuring that El Paso maximizes all
   opportunities inherent in our businesses. Among the actions
   being pursued by the Committee are:

     -- reducing our indebtedness to an appropriate level for
        our current businesses

     -- achieving the financial flexibility necessary to fully
        pursue the solid growth opportunities that we believe
        exist for our natural gas businesses

     -- targeting additional non-core assets for sale. Among
        the assets which El Paso is reviewing for possible sale
        are our Aruba refinery, telecommunications assets, and
        additional power assets reviewing opportunities to
        monetize certain non-strategic assets of our core
        businesses

     -- further reducing capital expenditures and generating
        free cash flow while not impairing the long-term
        earnings power of our core businesses.

                    CORPORATE GOVERNANCE

"We have taken a series of actions that further strengthen El
Paso's corporate governance.

-- Providing continuity and measured change in the composition
   of our Board of Directors with the addition of four directors
   with outstanding energy industry backgrounds and with three
   directors not standing for re-election.

-- Reconstitution of the compensation committee, including three
   new directors, all of whom have compensation committee
   experience, and changing the composition of other Board
   committees.

-- Adoption of corporate governance policies that we believe
   place El Paso in the vanguard of corporate governance best
   practices.

"Additional details about El Paso's corporate governance
policies are provided in our Proxy Statement.

               THE ZILKHA/WYATT PROXY CONTEST

"Messrs. Zilkha and Wyatt are proposing to replace all of El
Paso's directors with their slate of nine designees, including
Mr. Zilkha. We believe that the Zilkha/Wyatt program offers no
clear benefits to our shareholders, entails major risks and has
many obvious detriments. Among other things:

     -- Zilkha and Wyatt have neither offered a detailed
        business plan upon which to elect their nominees, nor
        provided specific objections to our detailed operational
        and financial plan. In fact, Zilkha/Wyatt have offered
        only a series of general statements about their plan for
        El Paso, which the Houston Chronicle has described as
        "strikingly similar" to El Paso's plan.

     -- Zilkha served as a director of El Paso from October 1999
        until January 2001 and as an advisory director of El
        Paso from January 2001 until June 2002. As described
        in our Proxy Statement, Zilkha voted to approve all
        decisions made by our Board when he was a director of El
        Paso and did not dissent from a single decision made by
        our Board when he was an advisory director.

     -- Zilkha and Wyatt have proposed a slate of nine designees
        of whom eight are currently retired or self-employed
        with five having been retired or self-employed for more
        than four years; four have no public company board
        experience; three are seventy-one years old or older;
        and two have experience as public company directors only
        with TransTexas Gas Corporation, a corporation which
        filed for bankruptcy during their board tenure.

     -- We believe there are significant conflicts of interest
        between El Paso and Mr. Wyatt, which are discussed in
        detail in our Proxy Statement.

"We believe that the election of the Zilkha/Wyatt nominees is
not in the best interests of El Paso shareholders. We recommend
that El Paso shareholders vote "FOR" El Paso's slate of 12
highly qualified directors, who are committed to restoring the
value inherent in the company's strong asset base, and against
the Zilkha/Wyatt proposals. The many reasons for our
recommendation are described in detail in our Proxy Statement
and we urge you to read it carefully.

                   Your Vote is Important

"Your vote is important in determining the future direction of
El Paso. Your vote will determine whether El Paso continues on
the course being charted by the current Board of Directors and
management to restore El Paso to its leadership position in the
energy industry and deliver the earnings and cash flow
performance that are inherent in our core businesses -- or
pursues a plan formulated by a new Board made up of individuals
who have limited knowledge of El Paso and the majority of whom
have limited or no public company board experience.

          WE URGE YOU TO REJECT THE ZILKHA/WYATT SLATE

"El Paso's Board of Directors strongly recommends that you
reject the Zilkha/Wyatt attempt to take over the board by
replacing all of our directors with their slate of nine
designees. We urge you to read the enclosed Proxy Statement and
to return the enclosed WHITE proxy card to support your Board of
Directors and management by voting "FOR" the election of our 12
directors. Your vote is critical, no matter how many shares you
own.

"If you have questions about voting your proxy or need
additional information about El Paso or the stockholders
meeting, please contact MacKenzie Partners, Inc. at (800) 322-
2885 or visit El Paso's Web site at http://www.elpaso.com

"On behalf of the entire El Paso board, I thank you for your
continued support and promise that we will continue to work hard
on behalf of all our shareholders."

                              Sincerely,
                                  /s/
                              Ronald L. Kuehn, Jr.
                              Chairman of the Board
                              and Chief Executive Officer

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America. The
company has core businesses in pipelines, production, and
midstream services. Rich in assets, El Paso is committed to
developing and delivering new energy supplies and to meeting the
growing demand for new energy infrastructure. For more
information, visit http://www.elpaso.com

                       *     *     *

As reported in Troubled Company Reporter's February 11, 2003
edition, Standard & Poor's lowered its long-term corporate
credit rating on energy company El Paso Corp., and its
subsidiaries to 'B+' from 'BB'.

Standard & Poor's also lowered its senior unsecured debt rating
at the pipeline operating companies to 'B+' from 'BB' and the
senior unsecured rating on El Paso to 'B' from 'BB-', reflecting
structural subordination relative to the operating companies.
All ratings on El Paso and its subsidiaries were removed from
CreditWatch, where they were placed Sept. 23, 2002. The outlook
is negative.


ENCOMPASS SERV.: Enters Pact to Sell Residential Services Assets
----------------------------------------------------------------
Encompass Services Corporation has entered into an Asset
Purchase Agreement, pursuant to which substantially all of the
assets of the Company's Residential Services group will be sold
to Residential Acquisition Corp., a company formed by Wellspring
Capital Management, LLC or certain of its affiliates.  Under the
Asset Purchase Agreement, the assets of the Company's
Residential Services group will be sold for approximately $40
million, plus the assumption of certain related liabilities.
The Company and its applicable subsidiaries entered into the
Asset Purchase Agreement after obtaining authority for such
action from the United States Bankruptcy Court for the Southern
District of Texas having jurisdiction over the Company's and its
subsidiaries' jointly administered chapter 11 cases, Case No.
02-43582, filed on November 19, 2002.  The sale of the
Residential Services group assets pursuant to the Asset Purchase
Agreement is subject to a number of conditions, including
confirmation of the Company's and its subsidiaries' Second
Amended Joint Plan of Reorganization, which was filed with the
Bankruptcy Court on April 11, 2003, or subsequent order of the
Bankruptcy Court authorizing the sale.

The current management team of the Company's Residential
Services group, led by Eric Salzer, will remain with the
business.  The Buyer will specialize in installing and servicing
heating, ventilation and air conditioning and plumbing systems
in newly constructed and existing homes.  The new company will
be headquartered in Dayton, Ohio, with operations in nine
states.

"This is an important step in Residential Services group's
emergence. We are on schedule towards our objective of a
completed transition to a stand-alone company by early summer,"
said Eric Salzer.  "With the conclusion of the bankruptcy
process, we look forward to focusing our efforts on operations
and securing new business.  We'd like to thank our customers and
employees who have been so supportive during this trying
period."

The Company also announced that on May 7, 2003, it completed the
sale of the remaining assets relating to its
Commercial/Industrial Services group.

"We are pleased to announce this final phase of our
restructuring is coming to a close," said Michael F. Gries,
Chief Restructuring Officer of Encompass Services Corporation.
"With the sale of our Residential Services group the Company
will have made significant progress with its restructuring
efforts in a short period of time.  We have sold substantially
all of the Company's operating businesses as on-going
enterprises and will seek confirmation of our Plan of
Reorganization this month."

A hearing on the confirmation of the Second Amended Joint Plan
of Reorganization is scheduled for May 21, 2003. The full text
of the Second Amended Joint Plan of Reorganization and
Disclosure Statement is available at http://www.encompass.com
and is available at the Securities and Exchange Commission's Web
site at http://www.sec.govas part of the Company's Form 8-K
filed on April 22, 2003.

The Buyer will provide heating, ventilation and air
conditioning, plumbing and other contracting services primarily
in single family, low-rise multifamily housing units and small
commercial buildings.  Its services will include new
installation and maintenance, repair and replacement work.  The
Buyer will have approximately 2,300 employees.

Wellspring Capital Management LLC is a New York-based private
equity firm. The firm is focused on acquiring companies where it
can realize substantial value by contributing management
expertise, innovative operating and financing strategies, and
capital.  For additional information, visit
http://www.wellspringcapital.com


ENCOMPASS SERVICES: Wants Extension of Solicitation Exclusivity
---------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates ask the
Court to extend their exclusive solicitation period -- their
time to solicit creditors' acceptances of the proposed plan --
through May 21, 2003, which is the date set for the hearing to
consider confirmation of the Plan, or on another date to which
the Confirmation Hearing may be adjourned.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, explains that the exclusive periods were
incorporated into the Bankruptcy Code to provide a debtor with a
full and fair opportunity to prepare a chapter 11 plan and to
solicit acceptances to the plan without the dislocation and
disruption of a debtor's business which would be caused by the
filing of competing proposed plans by other parties-in-interest.
In Encompass' case, the extension is necessary since the
Debtors' Solicitation Deadline expires on May 18, 2003, one day
before the May 19, 2003 deadline for creditors to vote to accept
or reject the Plan.

"The Debtors' request for at least a three-day extension of
their Exclusive Solicitation Period is relatively modest
considering the size and complexity of these cases.  Courts
routinely grant more lengthy extensions of exclusivity in large
reorganization cases.  Thus, under the circumstances of these
Chapter 11 cases, the extension sought by the Debtors is
reasonable, necessary and in the best interests of their
estates," Mr. Perez says.

The requested extension is will not prejudice the legitimate
interest of the Debtors' creditors.  If the Court approves the
Plan at the Confirmation Hearing or at any adjourned
Confirmation Hearing, the Debtors want the exclusive
solicitation period to be further extended until the Plan
Confirmation Order is entered.

                     Committee Responds

The Official Committee of Unsecured Creditors does not oppose
the Debtors' requested extension through the date of the
Confirmation Hearing.  However, Hugh Ray, Esq., at Andrews &
Kurth LLP, in Houston, Texas, believes that the Plan is not
confirmable.

Accordingly, the Committee wants to ensure that any order
granting the extension is without prejudice to its right to move
to terminate the exclusive period. (Encompass Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Hires Venable Baetjer as Special Litigation Counsel
---------------------------------------------------------------
Pursuant to Section 327(e) and 330 of the Bankruptcy Code, Enron
Corporation and its debtor-affiliates seek the Court's authority
to employ Venable Baetjer and Howard, LLP as their special
litigation counsel in connection with various trading contract
matters, including review, analysis, settlement negotiations and
litigation with respect thereto, and other miscellaneous
litigation and potential litigation matters, nunc pro tunc to
February 10, 2003.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs Judge Gonzalez that the Debtors selected Venable as
Special Litigation Counsel because of the firm's experience and
expertise in handling complex litigation matters, including
bankruptcy-related litigation.  The Debtors believe that Venable
is both well qualified and able to represent them in a most
efficient and timely manner.  Included in the matters that
Venable will handle are matters as to which other counsels the
Debtors retained have conflicts.  Moreover, Ms. Gray says, the
Debtors are familiar with Venable's litigation abilities, having
utilized Venable's services prepetition.

Ms. Gray assures the Court that the Debtors' general bankruptcy
counsel, Weil, Gotshal & Manges LLP and Venable will work
closely together to ensure that they do not perform duplicate
services for the Debtors.

As special counsel, Venable will bill the Debtors with its
customary hourly rates that currently range:

         Partners            $275 - 500
         Counsel              275   350
         Associates           185 - 310
         Paralegals           120 - 170

In addition, Venable will also seek reimbursement of its out-of-
pocket expenses including secretarial overtime, travel, copying,
outgoing facsimiles, document proceeding, court fees, transcript
fees, long distance phone calls, computerized legal research,
postage, messengers, overtime meals and transportation.

Richard L. Wasserman, a partner at Venable Baetjer & Howard,
assures Judge Gonzalez that Venable's partners, counsel and
associates do not have any known connection with, or any
interest adverse to, the Debtors, their creditors or any other
party-in-interest, or their attorneys and accountants.  Venable
is a "disinterested person" as that term is defined in the
Bankruptcy Code.

However, Ms. Gray clarifies that in connection with Venable's
representation of all of the Debtors, there are
interrelationships among them.  These interrelationships reflect
that the Debtors' affairs are substantially intertwined and that
the Debtors' interests are substantially identical.  Hence, the
Debtors do not believe that their interrelationship to each
other and to their non-debtor affiliates pose any conflict of
interest in these Chapter 11 cases because of the general unity
of interest at all levels. (Enron Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 18 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


ESSENTIAL THERAPEUTICS: Signs-Up Ashby & Geddes as Attorneys
------------------------------------------------------------
Essential Therapeutics, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ Ashby & Geddes, P.A., as their
Delaware Counsel.

The Debtors tell the Court that the professionals at Ashby &
Geddes have substantial experience in bankruptcy, insolvency,
corporate reorganization, debtor/creditor law and commercial
law, and have participated in numerous proceedings before this
Court under the Bankruptcy Code.

In this engagement, the Debtors anticipate Ashby & Geddes will:

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

  b. assist in the formation of a business plan or plans and the
     negotiation of a resolution of these cases with the
     Debtors' various constituencies;

  c. assist the Debtors in obtaining the use of cash collateral
     and postpetition financing, if the need should arise;

  d. assist in the sale of certain of the Debtors' assets as
     necessary and appropriate;

  e. draft and to pursue confirmation of a plan or plans or
     reorganization and approval of a disclosure statement or
     statements;

  f. prepare, on behalf of Debtors, any necessary applications;

  g. prosecute or defend any adversary proceedings commenced in
     these chapter 11 cases;

  h. appear in Court and to protect the interests of Debtors
     before the Court in connection with the foregoing duties;
     and

  i. perform all other legal services for Debtors which may be
     necessary and proper in furtherance of the foregoing
     duties.

Ashby & Geddes will provide these services in exchange of their
current hourly rates.  The professional who are likely to render
their services in this case and their current hourly rates are:

     Christopher S. Sontchi    Partner      $340 per hour
     Don Beskrone              Counsel      $325 per hour
     Gregory A. Taylor         Associate    $220 per hour
     Travis K. Vandel1         Associate    $165 per hour
     Cathie Boyer              Paralegal    $135 per hour
     Ben Keenan                Paralegal    $135 per hour

Essential Therapeutics, Inc., and its debtor-affiliates are
biopharmaceutical companies committed to the discovery,
development and commercialization of critical products for life
threatening diseases. The Company filed for chapter 11
protection on May 1, 2003 (Bankr. Del. Case No. 03-11317).
Christopher S. Sontchi, Esq., at Ashby & Geddes and Guy B. Moss,
Esq., at Bingham McCutchen LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $46,317,000 in total assets and
$65,073,000 in total debts.


EVELETH MINES: Bringing-In Ravich Meyer as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota gave its
stamp of approval to Eveleth Mines, LLC's application to retain
Ravich Meyer Kirkman McGratch & Nauman, A Professional
Association, as attorneys in this bankruptcy case.

Michael L. Meyer, Esq., a shareholder at Ravich Meyer will lead
the team that'll represent the Debtor in connection with all
matters relating to its chapter 11 case. The Debtor believes
that its best interest would be served by retaining Ravich Meyer
to represent it in such matters.  The Debtor assured the Court
that Ravich Meyer is experienced in similar matters and agrees
to perform such services on an hourly basis.

The professionals who will provide services to the Debtor and
their current hourly rates are:

          Michael L. Meyer          $325 per hour
          Michael F. McGratch       $275 per hour
          Will R. Tansey            $150 per hour
          Barbara A. Waggie         $110 per hour

Eveleth Mines LLC, doing business as EVTAC Mining is in the
business of iron ore mining.  The Company filed for chapter 11
protection on May 1, 2003 (Bankr. Minn. Case No. 03-50569).
Michael L. Meyer, Esq., at Ravich Meyer Kirkman Mcgrath & Nauman
PA represents the Debtor in its restructuring efforts.  As of
March 2003, the Company listed total assets of $98,252,208 and
total debts of $97,199,926.


FLEMING COMPANIES: Wants Nod for Save Mart Purchase Agreement
-------------------------------------------------------------
Fleming Companies, Inc., has filed an asset purchase agreement
with the U.S. Bankruptcy Court relating to Save Mart
Supermarket's proposed purchase of nine retail grocery stores in
California.  The purchase agreement renews a prior agreement
with Save Mart for the sale of these nine stores.

If all nine stores are sold to Save Mart, the company
anticipates net cash proceeds of approximately $25 million plus
approximately $7 million for inventories located in the stores.
Under the agreement, Save Mart has agreed to hire substantially
all associates at each acquired store location.

The Federal Trade Commission has been reviewing the sale of the
nine stores.  Under the purchase agreement, if the FTC does not
approve the sale of certain of the nine stores, the parties may
eliminate them from the transaction with a corresponding
purchase price adjustment.  In addition, if the FTC does not
approve the sale of certain other stores, the parties are
entitled to terminate the purchase agreement in its entirety.
The purchase agreement is also subject to certain other closing
conditions.

The purchase agreement, along with a motion related to the
proposed sale, has been filed with the U.S. Bankruptcy Court.
At a May 19, 2003 hearing before the Bankruptcy Court, the
company will seek to establish auction bidding procedures for
the sale of the nine stores and a hearing to approve the sale of
the stores is anticipated on June 4, 2003.

Fleming Companies, Inc. and its operating subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on April 1, 2003.  The filings were made in
the U.S. Bankruptcy Court in Wilmington, Delaware.  The case has
been assigned to the Honorable Judge Mary F. Walrath under case
number 03-10945 (MFW) (Jointly Administered).  Fleming's court
filings are available via the court's Web site at
http://www.deb.uscourts.gov

Fleming (OTC Pink Sheets: FLMIQ) is a leading supplier of
consumer package goods to independent supermarkets, convenience-
oriented retailers and other retail formats around the country.
To learn more about Fleming, visit its Web site at
http://www.fleming.com


FLEMING COMPANIES: Wants to Sell Seven Dallas Rainbow Pharmacies
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates want to sell
their drug inventory, prescription files and related assets
located at seven Rainbow retail stores in and around Dallas,
Texas.

The Debtors have decided to shut down operations at the seven
stores and, accordingly, have no more need for the assets
relating to their pharmacy operations.  The Debtors will sell
the Pharmacy Assets free and clear of all liens, claims and
encumbrances.

The Debtors have solicited bids from various third parties for
the purchase of the Pharmacy Assets.  After receiving and
analyzing offers from interested parties, the Debtors concluded
that the $1,358,000 bid by Kroger Texas LP was the highest and
the best for six Rainbow stores -- Store Nos. 8927, 8928, 8929,
8950, 8951, 8952 -- and the $407,000 tender by Safeway was the
highest bid for Store No. 8953.  The Debtors promptly negotiated
separate asset purchase agreements with Kroger and Safeway.

Given the Debtors' distressed financial condition, Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., asserts that the sale of the Pharmacy Assets is
appropriate.

"The Debtors considered the very real threat of the immediate
irreparable deterioration of the value of the Pharmacy Assets as
the Debtors shut down operations at the stores in which the
Pharmacy Assets are located.  The Debtors determined that absent
the immediate sale of the Pharmacy Assets, the Debtors will
irretrievably lose much of the value of the Pharmacy Assets to
the detriment of the Debtors and their estates," Ms. Jones says.

Ms. Jones maintains that the sale to Kroger and Safeway are
products of arm's-length, good faith negotiations, in which the
Debtors bargained for the maximum possible purchase price.
(Fleming Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FOUNTAIN VIEW: Bankruptcy Court to Consider Plan on July 3, 2003
----------------------------------------------------------------
On July 3, 2003, at 11:00 a.m., the U.S. Bankruptcy Court for
the Central District of California will consider whether to
confirm the Joint Plan of Reorganization proposed by Fountain
View, Inc., and its Chapter 11 affiliates.

Objections, if any, to the confirmation of the Debtors' Plan
must be received by the Bankruptcy Court on or before
June 23, 2003, with copies also served on:

        1. The Debtors
           Attn: Roland Rapp, Esq.
           27442 Portola Parkway, Suite 200
           Foothill Ranch, CA 92610

        2. Counsel for the Debtors
           Klee, Tuchin, Bogdanoff & Stern LLP
           Attn: Brendt Butler, Esq.
           2121 Avenue of the Stars
           33rd Floor
           Los Angeles, CA 90067-5061

        3. Office of the U.S. Trustee
           Attn: Joseph Caceres, Esq.
           725 South Figueroa St.,
           26th Floor
           Ernst & Young Plaza
           Los Angeles, CA 90017

        4. Counsel for the Official Creditors' Committee
           Sonnenschein Nath & Rosenthal
           Attn: Carole Neville, Esq.
           1221 Avenue of the Americas
           New York, NY 1000-1098

        5. Counsel for the Official Noteholders' Committee
           Akin Gump Strauss Hauer & Feld LLP
           Attn: Michael Stamer, Esq.
           590 Madison Avenue
           New York, NY 10022

        6. Counsel for Agent and Lenders
           Chapman & Cutler
           Attn: James Spiotto, Esq.
           111 West Monroe St.
           Chicago, IL 60603

Fountain View, headquartered in Foothill Ranch, California, is a
leading operator of long-term care facilities and provider of a
full continuum of post-acute care services, with a strategic
emphasis on sub-acute specialty medical care. The company along
with 22 operating subsidiaries filed voluntary petitions for
Chapter 11 reorganization on October 2, 2001, (Bankr. C.D.
Calif. Case No. 01-39678). Brendt C. Butler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP represents the Debtors in their
restructuring efforts.


GENTEK INC: Pushing for Second Exclusivity Period Extension
-----------------------------------------------------------
GenTek Inc., and its debtor-affiliates have determined that the
120-day extension previously granted by the Court was
insufficient for the development, negotiation and proposal of
one or more reorganization plans. The Debtors propose to move
the Exclusive Plan Proposal Period to and including June 30,
2003 and the Exclusive Solicitation Period to and including
August 29, 2003.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, reports that the Debtors have made
these significant progress in their Chapter 11 cases:

  (a) The Debtors' management focused on stabilizing the
      Debtors' businesses and responding to the many time-
      consuming demands that inevitably accompany the
      commencement of a Chapter 11 case, including responding to
      myriad inquiries from vendors, taxing authorities,
      utilities, customers, professionals, the bank group,  the
      Official Unsecured Creditors' Committee and other parties-
      in-interest;

  (b) The Debtors have complied with the various reporting
      requirements imposed by the U.S. Trustee, including the
      submission of initial and monthly reports and have
      prepared and filed statements and certain amended
      statements of financial affairs and schedules of assets,
      liabilities and contracts consistent with the Bankruptcy
      Code and Bankruptcy Rules;

  (c) The Debtors have sought and obtained Court approval under
      Section 365 to extend the time period for assuming or
      rejecting unexpired real property leases, and have sought
      and obtained Court approval to reject several unnecessary
      real property leases;

  (d) The Debtors have commenced a review of their remaining
      executory contracts and unexpired leases to determine
      whether the rejection or assumption and assignment of the
      agreements is in their best interests.  In that regard,
      the Debtors have sought Court approval to reject a number
      of contracts and personal property leases;

  (e) The Debtors have established April 14, 2003 as the bar
      date for filing proofs of claim against their estates.
      Their claims agent is now in the process of docketing the
      proofs of claim;

  (f) The Debtors have commenced the process of reviewing and
      reconciling proofs of claim and expect to soon begin the
      process of objecting to proofs of claim that allege claims
      in amounts or priorities inconsistent with their books and
      records;

  (g) The Debtors have developed an initial business plan, which
      provide the foundation for any reorganization plan;

  (h) The Debtors sought and obtained Court approval of a Key
      Employee Retention Plan, designed to facilitate the goals
      of a successful reorganization.  The Retention Plan has
      been implemented;

  (i) The Debtors have negotiated and received Court approval to
      implement a joint venture arrangement with Esseco S.p.A.
      relating to the distribution of certain chemical
      derivative products;

  (j) The Debtors have negotiated and obtained Court approval of
      assignment agreements with third parties that will allow
      the Debtors' estates to receive substantial economic
      benefits from the assignment of certain spent sulfuric
      acid regeneration contracts;

  (k) The Debtors have sought Court approval to decommission
      their Delaware Valley facility, effective as of
      September 30, 2002.  They are currently engaged in
      extensive discovery with opposing parties in preparation
      for the hearing on June 17, 2003;

  (l) The Debtors have successfully negotiated and obtained
      Court approval of DIP financing consisting of a
      $50,000,000 letter of credit facility and, for Noma
      Company, a $10,000,000 revolving credit facility;

  (m) The Debtors have worked with their financial advisors to
      develop a confidential memorandum to be used to solicit
      proposals for exit financing from potential exit lenders;
      and

  (n) The Debtors have addressed myriad tax, capital structure
      and other issues related to the preparation of a draft
      reorganization plan, a copy of which has been furnished to
      the bank group for comment.

Mr. Chehi assures the Court that the requested extension of the
Exclusive Periods will not prejudice the legitimate interests of
any creditor.  The extension will further the Debtors' efforts
to preserve value and improve recoveries and will avoid the
unnecessary and wasteful costs associated with premature
termination of the Exclusive Periods and a resulting competing
plan process.

Judge Walrath will convene a hearing to consider the Debtors'
request on May 19, 2003 at 10:30 a.m.  By application of
Del.Bankr.LR 9006-2, the Debtors' Exclusive Periods is
automatically extended through the conclusion of that hearing.
(GenTek Bankruptcy News, Issue No. 13 Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GLIMCHER REALTY: Completes Refinancing of Lloyd Center in Oregon
----------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, has completed the refinancing of Lloyd Center in
Portland, OR.  Lloyd Center is an approximately 1.4 million
square foot enclosed regional mall which was acquired by the
Company in 1998.  The mall is anchored by Nordstrom, Meier &
Frank and Sears department stores, and in-line store occupancy
currently is approximately 96%.

The new debt consists of a 10-year $140 million mortgage loan at
a fixed interest rate of 5.42% and a 30-year principal
amortization schedule.  The proceeds of the financing were
utilized to repay a maturing $130 million floating rate loan
that had an initial maturity date of November 10, 2003. The
Company utilized a prepayment option that permitted a prepayment
as of May 10, 2003.  As a result of this prepayment, the Company
will incur a charge of approximately $0.01 per share in the
second quarter related to early extinguishment of debt.
Effective in 2003, early extinguishment costs are no longer
considered to be extraordinary items and funds from operations
for the second quarter will be reduced by this charge.

Lehman Brothers Holding Inc. acted as principal lender to
Glimcher Realty Trust in connection with the transaction.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by
Standard & Poor's at BB and B, respectively -- is a recognized
leader in the ownership, management, acquisition and development
of enclosed regional and super-regional malls, and community
shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is
a component of both the Russell 2000(R) Index, representing
small cap stocks, and the Russell 3000(R) Index, representing
the broader market. Visit Glimcher at: http://www.glimcher.com


GLOBAL IMAGING: Intends to Refinance Existing L-T Indebtedness
--------------------------------------------------------------
Global Imaging Systems, Inc., (Nasdaq: GISX) has received a
commitment letter from a lender to replace its existing senior
credit facility.  Under the terms of the commitment letter, the
lender has agreed to arrange and underwrite a senior secured
credit facility to replace Global's existing credit facility.
The proposed facility is expected to be comprised of a $100
million five-year revolving credit line and a $150 million six-
year term loan.

Tom Johnson, president and CEO of Global Imaging Systems, said,
"Our senior credit facility refinancing is part of a larger debt
refinancing.  We also plan to repay approximately $50 million of
the amount outstanding under our senior credit facility.
Assuming these transactions are completed as planned, we intend
to use the proceeds to redeem our currently outstanding 10-3/4%
notes.  The purpose of this refinancing is to reduce our
interest payments and improve our capitalization."

If the proposed senior credit facility refinancing is not
consummated as planned and the company has called its 10-3/4%
notes for redemption, the company may not be able to redeem the
notes, which would be a default under its notes and its existing
senior credit facility.

As reported in Troubled Company Reporter's January 27, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Global Imaging Systems Inc., to 'BB-' from 'B+'
and its subordinated debt rating to 'B' from 'B-'. The outlook
is stable.

The rating actions reflected Global's consistent performance,
despite highly competitive conditions, in the office equipment
distribution market. In addition, the upgrade reflected Tampa,
Florida-based Global's improved cash flow and debt protection
measures.


HALEKUA DEVELOPMENT: Sec. 341(a) Meeting to Convene on June 4
-------------------------------------------------------------
The United States Trustee will convene a meeting of Halekua
Development Corporation's creditors on June 4, 2003, at 2:00
p.m., at 1132 Bishop Street, Suite 606, Honolulu, Hawaii.  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.

Halekua Development Corporation filed for chapter 11 protection
on April 25, 2003 (Bankr. Hawaii Case No. 03-01279).  Steven
Guttman, Esq., at Kessner Duca Umebayashi Bain & Matsunaga
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
assets of less than $50,000 and debts of over $50 million.


HANOVER DIRECT: Net Capital Deficit Widens to $62MM at March 29
---------------------------------------------------------------
Hanover Direct, Inc., (Amex: HNV) reported net income of $0.2
million for the 13-weeks ended March 29, 2003 compared with a
net loss of $1.8 million for the comparable period in the year
2002.  Compared with the same fiscal period in the year 2002,
the $2.0 million increase in net income was primarily due to the
recording of a $1.9 million deferred gain during the 13-weeks
ended March 29, 2003 related to the June 29, 2001 sale of the
Company's Improvements business.  Net loss per common share was
$.02 and $.03 for the 13-weeks ended March 29, 2003 and March
30, 2002, respectively.  The per share amounts were calculated
after deducting preferred dividends and accretion of $3.6
million and $2.9 million for the 13-weeks ended March 29, 2003
and March 30, 2002, respectively.

The Company also announced that EBITDA (earnings before
interest, taxes, depreciation and amortization) adjusted to add
back stock option expense was $3.0 million for the 13-weeks
ended March 29, 2003 compared with $1.4 million for the
comparable fiscal period in 2002.

The Company also reported net revenues decreased $7.0 million
(6.4%) for the 13-week period ended March 29, 2003 to $102.5
million from $109.5 million for the comparable fiscal period in
the year 2002.  The decrease is due principally to softness in
demand and a 2.1% reduction in overall circulation for
continuing businesses from the comparable fiscal period in 2002.
This reduction resulted from the Company's continued efforts to
reduce unprofitable circulation and remain focused on its
strategy of increasing profitable circulation.  Internet sales
continue to increase, and comprise 26.5% of combined Internet
and catalog revenues for the 13-weeks ended March 29, 2003, and
have improved by $6.3 million or 32.5% to $25.5 million from
$19.2 million for the comparable fiscal period in the year 2002.

At March 29, 2003, the Company's balance sheet shows a working
capital deficit of about $12 million, and a totals shareholders'
equity deficit of about $62 million.

The Hanover Direct, Inc., 2003 Annual Shareholders Meeting has
been scheduled tomorrow.  The meeting will be held at the
Sheraton Suites on the Hudson, 500 Harbor Boulevard, Weehawken,
New Jersey and will commence at 9:30 a.m.  The Sheraton Suites
on the Hudson are directly across the street from the Lincoln
Harbor stop on the New York Waterway Ferry.

Hanover Direct, Inc. (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses.  The Company's catalog and Internet portfolio of
home fashions, apparel and gift brands include Domestications,
The Company Store, Company Kids, Silhouettes, International
Male, Scandia Down, and Gump's By Mail.  The Company owns
Gump's, a retail store based in San Francisco. Each brand can be
accessed on the Internet individually by name.  Keystone
Internet Services, LLC -- http://www.keystoneinternet.com-- the
Company's third party fulfillment operation, also provides the
logistical, IT and fulfillment needs of the Company's catalogs
and Web sites.  Information on Hanover Direct, including each of
its subsidiaries, can be accessed on the Internet at
http://www.hanoverdirect.com


HAYES LEMMERZ: Issuing Up to $225MM of Senior Unsecured Notes
-------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC: HLMMQ) announced its
intention, subject to market conditions, to sell up to $225
million principal amount of senior unsecured notes due 2010.

Hayes Lemmerz intends to use the net proceeds from the offering
to make payments in connection with its Plan of Reorganization
to support its emergence from Chapter 11.

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

Hayes Lemmerz, its U.S. subsidiaries and one subsidiary
organized in Mexico filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware on December 5, 2001.

Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components.  The Company has 43 plants, 3 joint venture
facilities and 11,000 employees worldwide.

Hayes Lemmerz Intl's 11.875% bonds due 2006 (HLMM06USS1) are
trading at about 52 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HAYES LEMMERZ: Wants Nod to Hire Romo as Special Mexican Counsel
----------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
seek entry of an order authorizing them to employ and retain
Miguel Angel Hernandez Romo Sr. and his law firm as Mexican
special counsel, nunc pro tunc to April 23, 2003.

Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, reports that in connection with
the litigation initiated by Hayes Wheels de Mexico, S.A. de
C.V., Hayes Wheels Aluminio, S.A. de C.V., and DESC Automotriz,
S.A. de C.V., the Debtors hired Mexican counsel to assist with
respect to certain proceedings before the Court involving the
Notice of Cure Demand of the Hayes Mexico Entities and, in the
Alternative, Motion for Allowance and Payment of Administrative
Claim. Litigation on the Hayes Mexico Motion will entail highly
contested complex legal and factual issues between the Debtors
and the Hayes Mexico Entities, many of which implicate Mexican
law.

Mr. Clark explains that the Hayes Mexico Motion relates to three
separate agreements between or among the parties, two of which
are governed by Mexican law (i.e., a Shareholders Agreement with
DESC and a Marketing Agreement and Support Services Agreement
with Hayes Mexico).  A full evidentiary hearing on the Hayes
Mexico Motion will require the testimony of numerous witnesses,
including factual witnesses, expert financial witnesses, and
possibly expert witnesses on Mexican law.  In addition, the
Motion seeks allowance of an alleged administrative claim,
subject to the prior liquidation of the claim by arbitration
proceedings in Mexico.  This Application seeks entry of an order
authorizing the retention of Miguel Angel Hernandez Romo Sr. and
his law firm under section 327(e) nunc pro tunc as of April 23,
2003, to ensure that they are properly authorized to perform the
services requested by the Debtors and to ensure that they are
properly compensated for these services.

According to Mr. Clark, Miguel Angel Hernandez Romo Sr. and his
law firm are experts in the areas of civil and commercial
litigation, suspension of payments and bankruptcy litigation as
well as international arbitration.  In connection with the
Motion, Miguel Angel Hernandez Romo Sr. and his law firm will
assist the Debtors with these matters:

    (a) issues that may arise in connection with the Agreements
        that are governed by Mexican law;

    (b) political, governmental and public relations issues;

    (c) representation in a potential Mexican arbitration
        proceeding;

    (d) depositions and witness examinations concerning the
        above matters; and

    (e) other issues assigned by the Debtors.

Mr. Clark contends that these services are unrelated to the day-
to-day administration of these Chapter 11 cases.  Miguel Angel
Hernandez Romo Sr. and his law firm will not be rendering
services typically performed by a debtor's general bankruptcy
counsel.  Miguel Angel Hernandez Romo Sr. and his law firm will
not be responsible for the Debtors' general restructuring
efforts or other matters involving the conduct of the Debtors'
Chapter 11 cases.

Mr. Clark states that the Debtors' general bankruptcy counsel,
the firm of Skadden, Arps, Slate, Meagher & Flom (Illinois),
will also be involved in matters involving the Motion, but more
particularly with respect to bankruptcy issues.  The Debtors may
seek to retain counsel to serve as the Mexican law expert
testimony witness with issues arising under the Motion.  The
Debtors will carefully consider the areas of expertise of Miguel
Angel Hernandez Romo Sr. and his law firm and the services to be
provided by the firm that may be retained to serve as the
Mexican law expert witness and will appropriately delineated
their distinct roles and responsibilities, which will protect
against unnecessary overlap or duplication of services.

Mr. Clark believes that Miguel Angel Hernandez Romo Sr. and his
law firm's retention with respect to Mexican law issues will be
invaluable to the Debtors as they seek to resolve the Motion.
Thus, Miguel Angel Hernandez Romo Sr. and his law firm's
retention as the Debtors' Mexican special counsel is in the best
interests of the Debtors, their estates, their creditors and
other parties-ininterest, and should be approved by the Court.

Mr. Clark informs the Court that Miguel Angel Hernandez Romo Sr.
and his law firm will seek compensation for the services of each
attorney and paraprofessional acting on behalf of the Debtors in
these chapter 11 cases at the current rate charged for such
person's services other than in a case under Chapter 11.  Miguel
Angel Hernandez Romo Sr. and his law firm's current customary
hourly rates are $350 per hour for senior attorneys and $250 per
hour for junior attorneys.  The rates may change from time to
time in accordance with Miguel Angel Hernandez Romo Sr. and his
law firm's established billing practices and procedures.

Miguel Angel Hernandez Romo Sr. assures the Court that neither
he nor his law firm do not hold or represent an interest adverse
to the Debtors or their estates in the matters with respect to
which they are to be employed by the Debtors.  However, he
admits that the Firm currently represents or in the past has
represented ABN Amro Bank (a secured creditor of the Debtors),
Citibank (Mexico) (Citibank is a secured creditor of the
Debtors), Bankers Trust Company (major bondholder of the
Debtors), and Chase Manhattan Bank (major bondholder of the
Debtors) in various matters entirely unrelated to the Debtors
and these Chapter 11 cases.

Since April 23, 2003, at the request of the Debtors, Miguel
Angel Hernandez Romo Sr. and his law firm has rendered services
to the Debtors and incurred expenses on behalf of the Debtors.
The Debtors believe, therefore, that appointment of Miguel Angel
Hernandez Romo Sr. and his law firm, nunc pro tunc as of April
23, 2003, is appropriate. (Hayes Lemmerz Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HOME INSURANCE: Regulators Declare Company Insolvent
----------------------------------------------------
The New Hampshire Insurance Department Insurance Commissioner
Paula T. Rogers has filed a petition with the Superior Court of
Merrimack County for the liquidation of Home Insurance Co.,
citing that the company's total liabilities exceeded its total
assets by over $600 million, BestWire reports.

A hearing on the petition is expected to convene on
June 9, 2003.

The report also indicates that Home Insurance has been under
rehabilitation since March 5, 2003.


INTEGRATED HEALTH: Settles Legal Dispute with Dooley & Mack
-----------------------------------------------------------
Alfred Villoch, III, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that on January 29, 2002,
Integrated Health Services, Inc., and its debtor-affiliates
commenced an Adversary Proceeding by filing a complaint against
Dooley & Mack Constructors Inc.  The Complaint seeks relief to
recover preferential and fraudulent conveyances made to Dooley &
Mack totaling $208,353.25, plus interest from and after the date
of the Transfers.  The Debtors subsequently entered into a
stipulation with Dooley & Mack to settle the dispute between
the parties.

By this Motion, the Debtors seek the issuance and entry of an
order of this Court approving the stipulation settling the
Adversary Proceeding.

Rule 9019(a) of the Federal Rules of Bankruptcy Procedure
provides that "on motion by the trustee and after a hearing, the
Court may approve a compromise or settlement."  The settlement
of time-consuming and burdensome litigation, especially in the
bankruptcy context, is encouraged.  In re Penn Central
Transportation Co, 596 F.2d 1002 (3d Cir. 1979).  The Supreme
Court has recognized that "in administering a reorganization
proceeding in an economical and practical manner, it will often
be wise to arrange the settlement of claims in which there are
substantial and reasonable doubts."  In re Protective Committee
for Independent Stockholders of TMT Ferry, Inc. v. Anderson, 390
U.S. 414 (1986).

Approval of a proposed settlement is within the "sound
discretion" of the Bankruptcy Court.  See In re Neshaminy Office
Building Associates, 62 BR. 798, 803 (E.D. Pa. 1986).  The court
must determine whether the proposed settlement is in the "best
interests of the estate."  See In the Matter of Energy
Cooperative, Inc., 886 F.2d 921, 927 (7th Cir. 1989).  In
determining whether to approve an application to settle a
controversy, a Bankruptcy Court must determine whether it is
fair, reasonable and adequate by examining four factors:

(a) the probability of success in the litigation;

(b) the difficulties, if any, to be encountered in the matter
     of collection;

(c) the complexity of the litigation involved, and the expense,
     inconvenience and delay necessarily attending it; and

(d) the paramount interest of the creditors and a proper
     deference to their reasonable views in the premises.

Official Comm. of Unsec. Cred. Of Penn. Truck Lines, Inc. v.
Penn Truck Lines, Inc. (In re Penn Truck Lines, Inc,), 150 B.R,
595, 598 (E.D. Pa. 1992).  The Court should not substitute its
judgment for that of a trustee.  See Neshaminy office Building
Associates, 62 B.R. at 803.  The Court is not to decide the
numerous questions of law or fact raised by litigation, but
rather should canvas the issues to see whether the settlement
falls below the lowest point in the range of reasonableness.
See in re W T Grant and Co., 699 F.2d 599, 608 (2d Cir. 1983),
cert. denied, 464 U.S. 22 (1983).  In addition, "because the
bankruptcy judge is unequally situated to consider the equities
and reasonableness of a particular compromise, approval or
denial of a compromise will not be disturbed on appeal absent a
clear abuse of discretion."  Neshaminy at 803, citing In re
Patel, 43 B.R. 500, 505 (N.D. Ill. 1984).

Pursuant to the Stipulation and in settlement of the Adversary
Proceeding, Mr. Villoch relates that the Defendant will pay the
Debtors $25,000.  After entry of an order approving the
Stipulation, the Defendant will be deemed to have released the
Debtors from any and all claims of any kind whatsoever, whether
contingent or matured, liquidated or unliquidated, known or
unknown, pertaining to any act or event.  In exchange, the
Debtors will be deemed to have released the Defendant from any
and all claims of any kind whatsoever, whether contingent or
matured, liquidated or unliquidated, known or unknown,
pertaining to the Adversary Proceeding.

In addition, the Adversary Proceeding will be dismissed and
closed with prejudice.  Finally, after entry of an order
approving the Stipulation, any and all claims filed on behalf of
the Defendant against the Debtors in these bankruptcy cases will
be deemed withdrawn.

According to Mr. Villoch, the Defendant will be allowed a
prepetition unsecured claim in the amount of the Settlement
Amount, or a claim in the amount of 3 times the Settlement
Amount, if the Defendant is required to pay this amount in
accordance with the Stipulation.  The Defendant is listed on the
Debtors' schedules as holding a claim amounting to $41,600.28.
By entering into the Stipulation, this claim will be reduced to
$25,000.  In addition, the Debtors will receive a $25,000 cash
payment.

Mr. Villoch asserts that the resolution between the Debtors and
the Defendant is in the best interest of the Debtors and their
respective estates.  After lengthy negotiations with the
Defendant and detailed analysis of the allegations in the
Complaint and the issues raised by the Defendant's counsel, the
Debtors submit that the resolution enables them to receive
substantially all of the relief which they could have reasonably
expected to receive from prosecuting the Adversary Proceeding.

Based on the foregoing, the Debtors submit that the Settlement
is fair, equitable, well reasoned and in the best interests of
the Debtors' creditors and estates, and therefore, should be
approved by this Court.  See In re Grant Broadcasting of
Philadelphia, 71 B.R. 390 (Bankr. E.D. Pa. 1987). (Integrated
Health Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


INT'L UTILITY: S&P Withdraws Coverage at Company's Request
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on
Calgary, Alberta-based International Utility Structures Inc. at
the company's request.

IUSI manufactures and markets overhead lighting, powerline, and
telecommunications support structures. The long-term corporate
credit rating on the company was lowered to 'CCC+' on Dec. 20,
2001, with a negative outlook.


KAIRE HOLDINGS: 2003/2004 Recapitalization Program Underway
-----------------------------------------------------------
Kaire Holdings, Inc. (OTC BB: KAHI), reports that the initial
elements of its 2003/2004 re-capitalization and growth plan are
in motion.

Kaire CEO Steven Westlund stated, "We have taken the difficult
and necessary first steps of re-capitalizing the company, which
we believe will help create a viable capital foundation to build
upon. Along with the re-capitalization, we intend to complete
the restructure of the remaining convertible debentures, which
we consider a primary objective of this capital restructuring
mission. The re-capitalization should benefit the company by
enabling it to build revenue and profit through acquisitions of
companies that provide the opportunity to cross-market goods and
services."

Scott W. Absher, NeoTactix managing partner, and partner in this
growth strategy added to Steven Westlund's comments by saying
that, "Our focus is on revenue growth and profitability. In
today's economy, we believe a company must be valued on what it
delivers to the bottom line, not on speculation. In that regard,
Kaire's growth strategy of building revenue and profits through
strategic acquisition is a sound one."

Kaire Holdings, Inc provides specialized financial and
outsourced support services, medical equipment, pharmacy
services, training and educational programs to targeted segments
of the medical and health care markets. Kaire delivers its
products and services across the nation through a growing
network of integrated subsidiary companies structurally aligned
to facilitate cross marketing of goods and services. Products
and services range from financial and administrative support for
smaller medical companies, long term board and care facilities,
and pharmacies, to their administrators, employees, patients,
clients and services providers. Each of Kaire's programs and
services are specifically tailored to the needs of the target
market.

In the Company's recently filed SEC Form 10-KSB, the Company's
independent auditors, Pohl, McNabola, Berg & Company LLP, issue
this statement:

"We have audited the accompanying [sic] consolidated balance
sheets of Kaire Holdings Incorporated and subsidiaries as of
December 31, 2002 and 2001, and the related consolidated
statements of operations, stockholders' equity and cash flows
for the years then ended.  These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.

"In  our  opinion,  the financial statements...present fairly,
in all  material  respects, the consolidated financial position
of Kaire Holdings Incorporated and subsidiaries as of December
31, 2002 and 2001, and the consolidated results of their
operations and their consolidated cash flows for the years then
ended in conformity with accounting principles generally
accepted in the United States of America.

"The financial statements have been prepared assuming that the
Company will continue as a going concern...[T]he Company has
suffered recurring losses from operations and has a net capital
deficiency, which raises doubts about its ability to continue
as a going concern."

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of over $2 million, and a total
shareholders' equity deficit of about $2 million.


KLEINERT'S: Look for Schedules and Statements by June 20, 2003
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Kleinert's Inc., and its debtor-affiliates an extension to
file their schedules of assets and liabilities, statements of
financial affairs, and lists of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until June 20, 2003, to prepare and deliver these
documents to the Clerk's office.

Kleinert's Inc., filed for chapter 11 protection on May 7, 2003
(Bank. S.D. N.Y. Case No. 03-41140).  Wendy S. Walker, Esq., at
Morgan, Lewis & Bockius, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed its estimated debts and assets of
over $50 million each.


KSAT SATELLITE: Seeks Shareholder Approval of Dissolution Plan
--------------------------------------------------------------
KSAT Satellite Networks Inc. (TSX Venture - KSA) announced that
at the Annual and Special Meeting of the Corporation to be held
on June 20, 2002, the shareholders of the Corporation will be
asked to approve a special resolution authorizing and approving
the voluntary dissolution of the Corporation and to approve
ordinary resolutions authorizing the directors to make an
application to delist the Corporation from the TSX Venture
Exchange and to make application to the relevant securities
commissions for an order that the Corporation cease to be a
reporting issuer. In connection with the meeting, an information
circular will be mailed in due course to all shareholders
regarding the proposed dissolution, delisting and application
for an order to cease to be a reporting issuer.

The Corporation is currently negotiating an agreement with two
of its major shareholders and loan holders, Global Space
Investments Ltd. and Gilat Satellite Networks Inc., regarding
the orderly dissolution of the Corporation, subject to the
approval of the dissolution by the shareholders. As stated in
the most recent publicly available financial statements of the
Corporation, as at September 30, 2002 (unaudited), the
Corporation's shareholders' deficit was $11,927,629. Therefore,
if the special resolution is passed, management anticipates that
shareholders are unlikely to receive any value after the
discharge of the Corporation's liabilities.


LAIDLAW INC: Court Extends Exclusive Periods Until June 30, 2003
----------------------------------------------------------------
At the Laidlaw Inc. Debtors' behest, Judge Kaplan extends the
Debtors' exclusive periods to file and solicit acceptances of a
reorganization plan, through and including June 30, 2003.

The Debtors need additional time to take the steps necessary to
effectuate their Third Amended Reorganization Plan.  The Court
confirmed the Debtors' Reorganization Plan on February 27, 2003.

The Debtors' cases are among the largest and most complex
Chapter 11 cases.  Therefore, the extension of the Debtors'
Exclusive Periods is appropriate.

The Court believes that an additional extension will not harm
the Debtors' creditors and other parties-in-interest because no
other entity will be in a position to file a completing plan and
solicit plan acceptances in the short period of time the Debtors
will require to go effective with the Plan. (Laidlaw Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


LIN TV CORP: Unit Completes Sale of 6.50% and 2.50% Senior Notes
----------------------------------------------------------------
LIN TV Corp. (NYSE: TVL) announced that its wholly owned
subsidiary LIN Television Corporation completed its sale of $200
million aggregate principal amount of 6-1/2% Senior Subordinated
Notes due 2013 and $100 million aggregate principal amount of
2.50% Exchangeable Senior Subordinated Debentures due 2033 in
previously announced private placements. The Debentures are
exchangeable for shares of LIN TV Corp. class A common stock. In
addition, LIN Television granted the initial purchasers of the
Debentures an option to purchase up to an additional $25 million
aggregate principal amount of the Debentures.

LIN Television also initiated a call for redemption of all of
its $300 million outstanding aggregate principal amount of
8-3/8% Senior Subordinated Notes due 2008. The redemption date
has been set at June 15, 2003. Notices of redemption will be
mailed to holders of the 8-3/8% Senior Subordinated Notes on
May 16, 2003. The proceeds from the sale of the Notes and the
Debentures will be used towards this redemption.

None of the Notes, the Debentures nor the LIN TV Corp. shares of
class A common stock issuable upon exchange of the Debentures
have been registered under the Securities Act of 1933 or any
state securities laws and may not be offered or sold in the
United States or any state absent registration or an applicable
exemption from registration requirements.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to LIN
Television Corporation's proposed $200 million senior
subordinated note issue due 2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's proposed $100 million exchangeable senior subordinated
note issue due 2033. Proceeds are expected to be used to
refinance existing debt. At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit rating on LIN Television, an
operating subsidiary of LIN Holdings Corp. The outlook is
stable. The Providence, R.I.-based television owner and operator
had approximately $754.0 million of debt outstanding on
March 31, 2003.


MAGELLAN HEALTH: Court Extends Cash Collateral Use Until Dec. 15
----------------------------------------------------------------
Judge Beatty authorizes Magellan Health Services, Inc., and its
debtor-affiliates to use the Cash Collateral through and
including December 15, 2003.

As adequate protection, pursuant to Section 363(e) of the
Bankruptcy Code, for the use of the Cash Collateral, the use,
sale, lease, depreciation, decline in market price or other
diminution in value of the Prepetition Collateral and the
imposition of the automatic stay:

  1. the Lenders' Agent is granted, for the ratable benefit of
     the Lenders, valid, binding and enforceable security
     interests in and liens on all currently owned or hereafter
     acquired property of the Debtors and the proceeds thereof
     to secure an amount of the Prepetition Obligations equal to
     the aggregate diminution in value, if any, subsequent to
     the Commencement Date, of the Prepetition Collateral
     whether by use, sale, lease, depreciation, decline in
     market price or otherwise;

  2. the Debtors will make quarterly payments of interest due
     under the Credit Agreement at the non-default rates in
     effect on January 1, 2003 of, with respect to Revolving
     Loans, the Alternate Base Rate plus 2.50, with respect to
     L/C Participation Fees, 3.50%, with respect to Tranche B
     Term Loans, the Alternate Base Rate plus 3.25%, and with
     respect to Tranche C Term Loans, the Alternate Base Rate
     us 3.50%; provided, however, that, notwithstanding anything
     the contrary contained, the Lenders will not accrue or be
     entitled to payment of any interest from any party in
     excess of the amount of interest provided for herein as a
     result of the existence of any Events of Default under the
     Credit Agreement as of the Commencement Date; provided,
     further, that, with respect to interest accruing under the
     Credit Agreement for the period from January 1, 2003
     through January 15, 2003, the Borrowers will pay interest
     at the rate set forth in Amendment No. 11 and Waiver dated
     as of January 1, 2003 and, with respect to interest
     accruing under the Credit Agreement for the period from
     January 16, 2003 to, but not including, the date hereof,
     the Borrowers will pay interest at the default rate
     determined in accordance with Section 2.07 of the Credit
     Agreement; and

  3. the Debtors will pay all letter of credit and agent's fees
     and all reasonable professional fees and expenses of the
     Lenders' Agent, including Wachtell, Lipton, Rosen & Katz,
     Cravath, Swaine & Moore and Alvarez & Marsal, whether
     incurred prepetition or postpetition, in accordance with,
     and pursuant to, the terms of the Credit Agreement.
     (Magellan Bankruptcy News, Issue No. 7: Bankruptcy
     Creditors' Service, Inc., 609/392-0900)

Magellan Health's 9.375% bonds due 2007 (MGL07USA1) are trading
at about 82 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MALLARD: Wants Until June 25 to File Schedules & Statements
-----------------------------------------------------------
Mallard Cablevision, LLC and its debtor-affiliates ask for an
extension of time within which they must file their schedules of
assets and liabilities, statements of financial affairs and
lists of executory contracts and unexpired leases required under
11 U.S.C. Sec. 521(1).  The Debtors tell the U.S. Bankruptcy
Court for the District of Delaware that they need until June 25,
2003 to file these documents.

The Debtors tell the Court that they are working diligently to
gather the information necessary for the preparation of the
Schedules and Statements. However, given the filing of
bankruptcy and the need to continue to operate the businesses
while the necessary information is being compiled, the Debtor
require more time than allotted by the Bankruptcy Code to
prepare and file accurate Schedules and Statements.

In order to prepare complete and accurate Schedules and
Statement as required, the Debtors must gather and review
numerous documents. Given the complex nature of the Debtors'
business affairs and the need to continue to operate the
Debtors' businesses while the necessary information is being
compiled, the Debtors do not believe that they can complete the
preparation of the Schedules and Statements within 30 days from
the Petition Date as allowed.

Mallard Cablevision, LLC provides cable television services to
non-metropolitan markets in 11 states. The Company filed for
chapter 11 protection on May 9, 2003 (Bankr. Del. Case No. 03-
11391).  Michael David Debaecke, Esq., at Blank Rome LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$68,961,787 in total assets and $102,035,458 in total debts.


MALLARD CABLEVISION: UBOC Auction Stalled by Chapter 11 Petition
----------------------------------------------------------------
The Union Bank of California, N.A., as the Administrative Agent
for itself and the benefit of the Syndication Agent, the
Documentation Agent and the Lenders under a defaulted loan
agreement dated March 1, 2000, with Mallard Cablevision, L.L.C.,
and SunTel Communications, LLC, intended to sell to the highest
qualified bidder the collateral that secures that debt at an
auction later this week.

Mallard Cablevision, L.L.C., which provides cable television
services to non-metropolitan markets in 11 states, filed for
Chapter 11 protection on May 9, 2003, (Bankr. Del. Case No.
03-11391).

The auction, of course, is disrupted by the bankruptcy filing.

Lawyers at Rustan & Tucker, LLP, in Costa Mesa, California,
represent the Lenders.  Michael David Debaecke, Esq., at Blank
Rome LLP represents the Debtors in their chapter 11 cases.
Jean-Pierre Knight at Union Bank of California, N.A. is the
Bank's Vice-President, Special Assets Dept., overseeing
Mallard's situation.


METROMEDIA FIBER: Files Disclosure Statement in S.D. of New York
----------------------------------------------------------------
Metromedia Fiber Network, Inc. (MFN), the leading provider of
optical communications infrastructure solutions, has filed its
Disclosure Statement in the United States Bankruptcy Court for
Southern District of New York.  This filing follows MFN's
submission of its Plan of Reorganization and moves the company
further along in the process to emerge from Chapter 11.

The Statement of Disclosure contains documentation describing
the provisions in the Plan of Reorganization and providing
detailed information about the Plan and Company.

MFN is the leading provider of optical communications
infrastructure solutions.  The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers and award winning
managed services to deliver fully integrated, outsourced
communications solutions to high-end companies.  The all-fiber
infrastructure enables MFN customers to share vast amounts of
information internally and externally over private networks and
a global IP backbone, creating collaborative businesses that
communicate at the speed of light.

On May 20, 2002, Metromedia Fiber Network, Inc. and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York. For more information on MFN, visit its Web site at
http://www.mfn.com


MSX INT'L: Red Ink Continues to Flow in First Quarter 2003
----------------------------------------------------------
MSX International, a provider of technical business services,
announced sales totaling $183.4 million for the first quarter of
2003, which ended March 30, 2003.  This compares to $205.5
million in the same quarter one year ago.  The 11% decline in
net sales reflects the removal of sales from under-performing
businesses that were exited in 2002 and lower demand for
automotive engineering and human capital management services.

Gross profit in the first quarter of 2003 was $20.2 million, or
11.0% of net sales.  This compares to $26.7 million, or 13.0% of
net sales one year earlier.  Reduced gross profit was due to
lower sales, price decreases for selected services, and costs
associated with underutilized equipment and facilities.  Actions
in late 2002 to reduce direct and indirect operating costs
resulted in savings that had a favorable impact on gross profit
totaling more than $2 million in the first quarter of 2003.

Selling, general and administrative expenses decreased $4.2
million to $15.7 million in the first quarter of 2003,
reflecting cost savings achieved in these activities since the
first quarter of 2002.  Actions taken in 2002 to realign these
costs to support current business levels are expected to produce
annualized savings of about $12 million in 2003.

The company's operating income of $3.0 million for the quarter
also included $1.4 million of additional restructuring and
severance costs.  These costs relate to the restructuring
program that began in the fourth quarter of 2002.  Excluding
these costs, MSX International's operating income in the first
quarter was $4.5 million, compared to $6.8 million one year
earlier.  A net first quarter loss of $3.6 million includes a
modest increase in interest expense due primarily to recent
changes to credit arrangements.

Commenting on the results, Frederick K. Minturn, executive vice
president and chief financial officer, stated, "Our results in
the first quarter reflect the positive impact of late 2002 cost
reduction plans, which are now substantially implemented.  We
are on track to achieve our 2003 business plan."

MSX International, headquartered in Southfield, Mich., is a
global provider of technical business services.  The company
combines innovative people, standardized processes and today's
technologies to deliver a collaborative, competitive advantage
on a global basis.  With annual sales of over $800 million, MSX
International has 8,000 employees in 26 countries. Visit their
Web site at http://www.msxi.com

As reported in Troubled Company Reporter's April 22, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on MSX International Inc. to 'B+' from
'BB-'.

At the same time, the rating on MSX's senior secured bank credit
facility was lowered to 'B+' from 'BB-' and the rating on the
company's $130 million senior subordinated notes was lowered to
'B-' from 'B'. The outlook is negative.

"The downgrade reflects credit protection measures that continue
to be weak for the rating category as a result of depressed end
market conditions for the past two years. Standard & Poor's does
not see favorable prospects for significantly improved credit
measures over the near term, given expected soft demand in the
markets combined with the company's high leverage," stated
Standard & Poor's credit analyst Nancy Messer.


NATIONAL CENTURY: Med Diversified Bar Date Extended to Month-End
----------------------------------------------------------------
In November 2002, Med Diversified, Inc. and certain of its
subsidiaries filed petitions for relief under Chapter l1 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of New York.

Prior to the Petition Date, certain of the National Century
Financial Enterprises Debtors provided financing to the Med
Parties.

In the Med Bankruptcy Proceedings, the Med Parties filed a
motion seeking the approval of postpetition financing with Sun
Capital Healthcare, Inc.  The Debtors objected to the Med
Financing Motion because there was a dispute regarding the
entitlement to the proceeds of the Med Parties' accounts
receivable that were allegedly sold to the Debtors prior to
October 18, 2002.

Ultimately, the Med Parties and the Debtors agreed to the entry
of an order approving the Med Financing Motion.  The New York
Bankruptcy Court approved the Med Financing Motion in December
2002.

The agreed to Financing Order provided, among other things, a
period of 180 days from the filing of the Med Bankruptcy
Proceedings for the Committees or any other party-in-interest to
investigate or challenge:

    (i) the sales of the Med Parties' pre-October 18, 2002
        receivables to the Debtors as true sales; and

   (ii) the characterization, validity, enforceability, extent,
        avoidability or priority of any liens asserted by the
        Debtors.

The 180-day period will expire on May 26, 2003.

Subsequent to the entry of the Financing Order, this Court
established April 22, 2003 as the deadline for the filing of
claims against the Debtors.

The Med Parties, the Med Committees and the Debtors have agreed
to a procedure by which the parties' rights to the Disputed
Funds will be resolved in the U.S. Bankruptcy Court for the
Eastern District of New York.

An order memorializing the Disputed Funds Procedure has been
submitted to the U.S. Bankruptcy Court for the Eastern District
of New York.

Both the Disputed Funds Procedure Order and the Financing Order
contemplate the assertion of claims against the Debtors after
the Bar Date.

Accordingly, the Debtors, the Med Parties and the Med Committees
ask the Court to approve this stipulated order extending the Bar
Date consistent with the Disputed Funds Procedure Order and the
Financing Order.

The Stipulation provides that:

  (a) The Bar Date will be extended to May 30, 2003 for the Med
      Parties, their bankruptcy estates and the Med Committees;
      and

  (b) Relief from the automatic stay imposed by Section 362 of
      the Bankruptcy Code is granted to the extent necessary to
      implement the terms of the Disputed Funds Procedure Order
      and the Financing Order. (National Century Bankruptcy
      News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


NATIONAL STEEL: Plan Filing Exclusivity Extended to June 30
-----------------------------------------------------------
Bankruptcy Court Judge Squires extends National Steel
Corporation and its debtor-affiliates' Exclusive Plan Proposal
Period to June 30, 2003 and their Exclusive Solicitation Period
to and including August 29, 2003.

In the event U.S. Steel and the Debtors mutually agree, in
writing, to terminate the transaction and that no Closing Date
will occur, the Debtors' Exclusive Plan Proposal Period will
terminate seven business days after the Purchase Agreement is
terminated.  However, Judge Squires clarifies that the Order is
without prejudice to the Debtors' right to seek additional
extensions. (National Steel Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NORTH AMERICAN ARCHERY: Wants to Sell Assets to Escalade Inc.
-------------------------------------------------------------
Escalade Sports, a wholly owned subsidiary of Escalade,
Incorporated (Nasdaq: ESCA), announced the acquisition of
substantially all the assets of North American Archery Group,
LLC, Gainesville, FL, subject to final approval by the
bankruptcy court on or about June 6, 2003.

NAAG is a manufacturer of premium archery equipment specializing
in an exclusive line of compound bows, traditional re-curve
bows, long bows, youth bows, cross bows, archery accessories and
arrow components. Products are sold under strong brand names
that include Fred Bear, Jennings, Golden Eagle, Brave, and
Satellite Archery.

Bill Reed, President of Escalade, Inc. was quoted as saying:
"The combination of the intellectual property of NAAG with the
marketing strength of Escalade Sports will have positive results
in the current year. We expect this acquisition to add between
12 and 14 million in annual sales and be accretive to earnings
in the current year. This addition strengthens our already
strong position in the archery market place."

NAAG is currently under Chapter 11 bankruptcy protection and
Escalade Sports has filed an asset purchase agreement with the
court offering 4.8 million dollars in cash and the assumption of
roughly 6.3 million dollars in existing NAAG debt. The
transaction will be funded through existing lines of credit held
by Escalade, Inc. with Bank One Indiana, N.A.

Assets being acquired include accounts receivable; inventory;
property, plant and equipment; and intellectual property. The
property plant, and equipment is comprised of land, buildings,
and production equipment located in Gainesville, FL, used in the
manufacture of NAAG's current product line. Escalade Sports
expects to utilize these assets in the present location for the
same general purpose they are currently utilized by NAAG.

Fred Bear, the founder of NAAG and the most recognized name in
archery, is just one of the world recognized brand names in
NAAG's intellectual property portfolio. The "Fred Bear" name is
synonymous with innovative and creative technologies such as the
compression molded limbs and single cam bows -- both developed
by NAAG. Escalade Sports will continue the "Fred Bear" tradition
of leading the industry through innovation and manufacturing
excellence -- a legacy of craftsmanship that is evident in every
bow produced.

Dan Messmer, President of Escalade Sports stated, "The strength
of the intellectual property accompanied with strong brands such
as Fred Bear enables us to expand our distribution. The NAAG
product line, innovations, patents and brands complement our
strong position as a quality manufacturer, importer and
distributor of sporting goods products."

Escalade Sports manufactures and distributes a full line of
sporting goods products including Table Tennis Tables and
equipment, Pool Tables and equipment, Basketball Systems, Game
Tables, Archery equipment, Darting Products and Fitness
equipment. For more information about Escalade Sports, visit the
company Web site at http://www.escaladesports.com

Escalade is a quality manufacturer and marketer of sporting
goods and office/graphic arts products sold worldwide by better
resellers.


OPTICARE HEALTH: Noteholders Convert $16-Million Debt to Equity
---------------------------------------------------------------
OptiCare Health Systems, Inc. (Amex: OPT) announced that holders
of its senior subordinated debt have converted all their debt
plus accrued interest -- a total of $16.2 million -- to Series C
Convertible Preferred Stock.  The Series C Preferred Stock has
the same dividend rights as our common stock and an aggregate
liquidation preference of $16.2 million. As a result of the
conversion OptiCare's total debt decreased by approximately
$14.3 million while its total stockholder equity increased by
approximately $13.8 million.

"This added show of confidence on the part of our majority
shareholder is another step which significantly strengthens our
balance sheet," commented Dean J. Yimoyines, M.D., Chairman and
Chief Executive Officer of OptiCare. "Over the past year, we
have reduced debt, increased equity, and improved earnings from
operating segments."

William A. Blaskiewicz, the Company's Chief Financial Officer,
noted that the conversion was significant from both a capital
structure and an operating performance standpoint.  Interest
expense on the debt, which was approximately $1.6 million in
2002, ceased upon the conversion.  Mr. Blaskiewicz added, "that
the conversion should improve our financial performance and
create more opportunity for growth."

Under the terms of the conversion agreement, OptiCare's majority
shareholder, Palisade Concentrated Equity Partnership, L.P. and
Linda Yimoyines, wife of Dr. Yimoyines, converted all principal
plus accrued interest through May 9, 2003, due to them under
notes the Company issued in connection with its capital
restructuring in January 2002.  The debt was converted into
Series C Convertible Preferred Stock at a price equivalent $0.80
per common share.  As a result, Palisade is now the beneficial
owner of approximately 88% of OptiCare's common stock.

The transaction was reviewed by an independent Special Committee
of the Company's Board of Directors, which retained the services
of an investment banking firm, The Woodward Group of
Pennsylvania, Ltd.

OptiCare Health Systems, Inc. is an integrated eye care services
company focused on vision benefits management (managed vision),
the distribution of products and software services to eye care
professionals, and consumer vision services, including medical,
surgical and optometric services and optical retail.


OWENS CORNING: Disclosure Statement Hearing Convening on June 4
---------------------------------------------------------------
On March 28, 2003, Owens Corning, together with its debtor-
affiliates, the Official Committee of Asbestos Claimants and the
Legal Representative for Future Claimants filed an Amended Joint
Plan of Reorganization along with an accompanying Disclosure
Statement for the Debtors in the U.S. Bankruptcy Court for the
District of Delaware.

A hearing to consider the adequacy of the Disclosure Statement
pursuant to Sec. 1125 of the Bankruptcy Code is fixed by the
Court for June 4, 2003, at 9:00 a.m., before the Honorable
Judith K. Fitzgerald.

Responses and objections, if any, to approval of the Disclosure
Statement must be received by the Clerk of the Bankruptcy Court
on or before May 21, 2003. Copies must also be served on:

        1. Counsel to the Debtors
           Saul Ewing LLP
           222 Delaware Avenue
           PO Box 1266
           Wilmington, DE 19899
           Attn: Norman L. Pernick, Esq.

                 -and-

           Saul Ewing LLP
           100 South Charles Street
           Baltimore, MD 21201-2773
           Attn: Jay A. Shulman, Esq.

        2. Special Counsel to the Debtors
           Skadden, Arps, Slate, Meagher & Flom LLP
           Four Times Square
           New York, NY 10036
           Attn: Ralph Arditi, Esq.
                 D.J. Baker, Esq.

        3. Counsel to the Official Committee of Asbestos
            Creditors
           Caplin & Drysdale, Chartered
           399 Park Avenue
           New York, NY 10022
           Attn: Elihu Inselbuch, Esq.

                -and-

           Campbell & Levine, LLC
           Chase Manhattan Center
           15th Floor
           1201 Market Street
           Wilmington, DE 19899
           Attn: Marla Eskin, Esq.

        4. Counsel to James J. McMonagle, Legal Representative
            for Future Claimants
           Kaye Scholer LLP
           425 Park Avenue
           New York, NY 10022
           Attn: Michael J. Crames, Esq.

                    -and-

           Young, Conaway, Stargatt & Taylor LLP
           The Brandywine Building
           100 West Street
           17th Floor
           PO Box 391
           Wilmington, DE 19899-0391
           Attn: James L. Patton, Esq.

        5. Counsel to the Official Creditors' Committee
           Davis, Polk & Wardell
           450 Lexington Avenue
           New York, NY 10017
           Attn: Stephen H. Case, Esq.

                   -and-

           Morris, Nichols, Arsht & Tunnell
           1201 North Market Street
           PO Box 1347
           Wilmington, DE 19899-1347
           Attn: William H. Sudell, Jr., Esq.
                 Eric D. Schwartz, Esq.

        6. Special Counsel to the Official Creditors' Committee
           Anderson Kill & Olick, P.C.
           1251 Avenue of the Americas
           New York, NY 10020
           Attn: J. Andrew Rahl, Jr., Esq.

                   -and-

           Walsh Monzack and Monaco, P.A.
           400 Commerce Center
           1201 Orange Street
           Wilmington, DE 19899
           Attn: Francis A. Monaco, Esq.

        7. Counsel to the Bank Group
           Kramer, Levin, Naftalis & Frankel LLP
           919 Third Avenue
           New York, NY 10022
           Attn: Kenneth H. Eckstein, Esq.
                 Gary M. Becker, Esq.

                   -and-

           Shearman & Sherling
           599 Lexington Avenue
           New York, NY 10022-6030
           Attn: Benjamin Feder, Esq.

                  -and-

           Richards Layton & Finger, P.A.
           One Rodney Square
           PO Box 551
           Wilmington, DE 19899
           Attn: Mark Collins, Esq.

        8. Office of the U.S. Trustee
           Federal Building
           2nd Floor
           844 King Street
           Wilmington, DE 19801
           Attn: Frank J. Perch, III, Esq.

Owens Corning is one of the world's top makers of fiberglass and
composite materials. The Debtors filed for Chapter 11 protection
on October 5, 2000, (Bankr. Del. Case No. 00-03837). Norman L.
Pernick, Esq., and Jay A. Shulman, Esq., at Saul, Ewing LLP
represent the Debtors in their restructuring efforts.


OWOSSO CORP: Bank Group Amends Covenants Under Credit Agreement
---------------------------------------------------------------
Owosso Corporation (Nasdaq: OWOS) has reached an agreement in
April with its bank group to modify certain financial covenants,
under which the company had previously been in technical
default, and to forbear from exercising their rights under the
company's credit facility.

George B. Lemmon Jr., President and Chief Executive Officer of
the company, remarked, "As noted in our first quarter report, we
began pre-emptive negotiations with our bank group and are happy
to have successfully concluded these negotiations."  In
addition, the company announced it successfully completed the
sale of a facility utilized by a former operation of the company
in Avon, CT.  Mr. Lemmon went on to say, "We are now turning our
full attention to securing a long-term credit facility for the
company prior to December 2003, at which time the present
facility is set to mature.  Based on the company's reduced debt
levels and our singular focus on AC, DC and Universal electric
geared motors and motor parts sets at Stature Electric, Inc., we
believe we are well positioned to obtain the needed financing.
Of course, we cannot precisely predict the outcome of our
financing efforts."

The company announced that in connection with its Annual Meeting
of Shareholders on April 3, 2003, it had reduced the size of its
board from seven to five directors in recognition of the reduced
size and scope of company's operations.  Mr. Lemmon remarked, "I
am pleased that our shareholders have re-elected Harry E. Hill,
Lowell P. Huntsinger and Eugene P. Lynch to the Board of
Directors.  I also wish to welcome Mr. Holiday, our former Chief
Operating Officer, as the newest member of the Board.  I believe
Mr. Holiday's knowledge of the business and our operations puts
him a position to make immediate contributions as a director."
The company also announced that Mr. Lemmon had been named
Chairman of the Board of Directors, succeeding John R. Reese,
who had chaired the Board since 1997.  Mr. Lemmon stated that,
"John Reese, as well as former directors Ellen Harvey and James
Ounsworth, will be missed. Each has decided to pursue other
interests, and the company thanks them for their years of
service on the Board."

The company also disclosed that it had  received a letter from
the Nasdaq Stock Market, Inc. in which the company was notified
that it was no longer in compliance with Marketplace Rule
4310(C)(7) regarding the market value of publicly held shares.
The company has until June 19, 2003, to regain compliance with
the rule.  If the company is unable to regain compliance, and is
subsequently delisted from the Nasdaq SmallCap Market, the
company's common stock may be eligible for trading on the OTC
Bulletin Board or on other over- the-counter markets, although
there can be no assurance that the company's common stock will
be eligible for trading on any alternative exchanges or markets.
Among other consequences, delisting from the Nasdaq SmallCap
Market may cause a decline in the stock price, reduced liquidity
in the trading market for the stock, and difficulty in obtaining
future financing.


PENN TRAFFIC: Banks Amend Credit Pact to Replace Waiver Pact
------------------------------------------------------------
The Penn Traffic Company (NASDAQ:PNFT) has entered into an
amendment to its Credit Facility with its bank lenders that
replaces the one-week waiver agreement the Company previously
announced.

The amendment reduces the required financial covenants in the
Credit Facility and as a result of this amendment, the Company
was in compliance with the financial covenants in the Credit
Facility as of May 2, 2003 (the end of its first fiscal quarter)
and can borrow, repay and re-borrow under the revolving credit
portion of its Credit Facility. The amendment also contains a
provision that waives the Company's obligation to file its
Annual Report on Form 10-K for the fiscal year ended February 1,
2003 until the earlier of June 9, 2003 or the date the Company's
independent auditor notifies the Company that it will not issue
its unqualified report on the Company's consolidated financial
statements to be included in the Annual Report on Form 10-K. On
May 2, 2003, the Company had approximately $52 million of
availability under the Credit Facility, after giving effect to
the amendment.

"We are pleased that our bank group has responded positively to
our requests for covenant modifications, which will provide us
with sufficient flexibility in this challenging business
environment," said Mr. Joseph V. Fisher, Penn Traffic's
President & Chief Executive Officer. "As we manage our business
through this challenging period, we are fortunate to have a bank
group that has supported us for many years as a constructive
business partner."

The Company also announced that it continues to work with its
independent auditor to finalize the audit of its consolidated
financial statements for the fiscal year ended February 1, 2003
so that it can file its Annual Report on Form 10-K within the
waiver period set forth in the amendment to the Credit Facility.
While the Company and its independent auditor are working
diligently to conclude the audit so that the Company may file
its Annual Report on Form 10-K, there can be no assurance that
the Company will be able to file its Form 10-K by the period
required under the amended Credit Facility and failure by the
Company to file its Form 10-K by such period would trigger a
default under the Credit Facility.


PHILIP MORRIS: Asks Ill. Sup. Ct. to Overturn Price Verdict
-----------------------------------------------------------
Philip Morris USA asked the Illinois Supreme Court to expedite
Philip Morris USA's effort to overturn the $10.1 billion verdict
handed down in March by a Madison County Circuit Court in the
Price class action "lights" lawsuit. In Illinois, the Supreme
Court may consider an appeal without initial review by an
intermediate appellate court if the matter involves both
important legal issues and a practical need for a prompt and
final decision.

"Philip Morris USA believes this verdict clearly meets those
criteria. It is in the best interest of everyone, including the
plaintiffs and the courts, to have this matter resolved without
delay," said William S. Ohlemeyer, Philip Morris USA vice
president and associate general counsel.

"The vast majority of federal and state courts in the United
States have ruled that the law doesn't permit tobacco cases to
be tried as class actions. The judgment in the Price case should
be tested against these legal principles as soon as possible in
order to avoid further disruption of the company's business."

On March 21, Madison County Judge Nicholas Byron ordered the
company to pay $7.1 billion to an estimated 1.1 million smokers
whom the court found to have been misled about the health risks
of Marlboro Lights and Cambridge Lights cigarettes based upon
the proofs of just two class representatives. From that amount,
he awarded plaintiffs' attorneys $1.77 billion in fees.

Judge Byron also awarded punitive damages of $3 billion be paid
to the state.

In order for Philip Morris USA to stay enforcement of the
judgment pending appeal, the company has posted a bond secured
by a pre-existing $6 billion note owed to Philip Morris USA. It
also must deposit the annual $420 million in interest that note
generates plus an additional $800 million in cash in an escrow
account with the Clerk of the Court.

"The uncertainty created by the judgment and the burdens flowing
from the bonding requirements make it especially appropriate for
the Illinois Supreme Court to initiate a prompt and definitive
resolution of the many important issues that will be raised in
the company's appeal," said Ohlemeyer.

"Judge Byron apparently agrees with that assessment. At a
hearing last Thursday, he said 'my concern is that there be an
appeal ... I want an appellate court to provide guidance' on the
issues raised during the case and as a result of his verdict."

At Friday's hearing, Judge Byron reiterated his concerns: "I
want to get some decision on each of the very important issues
that have been generated in this class. This class, in my
opinion, will be a landmark decision certainly in the state of
Illinois for class actions," he said, and later added, "So I
want this matter to proceed certainly to the Supreme Court."

Byron also said he believed it is possible the case may
ultimately receive review by the U.S. Supreme Court.

Ohlemeyer said "there are several other 'lights' class action
cases pending in Illinois and an opinion by the Illinois Supreme
Court will determine whether the novel theories plaintiffs are
pursuing are legitimate or, as we believe, inconsistent with the
facts and state and federal law."

Ohlemeyer said the state Supreme Court already has recognized
the need for prompt appellate review of class action cases by
implementing a rule effective this year that permits pre-trial
appellate challenges to class certification decisions.

Philip Morris USA was unable to challenge Judge Byron's decision
to try the case as a class action because it already was pending
at the time the rule was changed.

"The same considerations that prompted the state Supreme Court
to change its rule are at issue here. It is critical for the
Court to address the legal issues raised in the Price case and
give immediate and much-needed guidance to state courts as to
what fundamental requirements must be met in order for a case to
be tried as a class action.

"This is critically important, not just for Philip Morris USA
but for two other tobacco companies that are facing trial in
'lights' cases in Madison County and the fifty states who
receive monies under settlements with the Attorneys General,"
Ohlemeyer said.

Under normal circumstances, the company would appeal the Madison
County decision to the Illinois Fifth District Court of Appeals.

"In this case, the company believes that this matter ultimately
will end up in the Illinois Supreme Court regardless of how the
intermediate appellate court rules.

"Therefore, the company believes the most expedient and wisest
course of action is to go directly to the state's highest court.
We are optimistic the Supreme Court will agree and hear the
appeal without the need for intermediate appellate review,"
Ohlemeyer said.


PHILIP MORRIS: Asks Ill. Sup. Ct. to Limit Required Bonds
---------------------------------------------------------
Philip Morris USA has joined with other tobacco companies and
prominent national and state business organizations in asking
the Illinois Supreme Court to limit the amount of bond required
to stay enforcement of a judgment pending the appeal of an
adverse verdict in class action cases or those in which punitive
damages are awarded.

"In these days of multimillion - and even multibillion - dollar
verdicts, judicial fairness demands that companies be allowed to
post a reasonable bond to stay enforcement of a trial court
judgment and gain access to the appellate courts," said William
S. Ohlemeyer, Philip Morris USA vice president and associate
general counsel.

"It only costs plaintiffs a few hundred dollars to file a
lawsuit; defendants shouldn't be forced to post bonds totaling
hundreds of millions or billions of dollars to appeal a verdict
by a judge or jury.

"A judgment so large that it cannot be bonded tilts the scales
of justice and can force companies to settle cases even if they
believe the facts and the law will result in the reversal of a
verdict after review by an appellate court," Ohlemeyer said.

The petition asks the Illinois Supreme Court to place a $100
million limit on the amount of bond that must be posted in order
to appeal a judgment in a class action or one that includes
punitive damages.

For such verdicts, the petition asks the Court to require a bond
that would cover the amount of the judgment, plus interest and
costs, $100 million or 10 percent of a company's net worth,
whichever of these is the lowest amount.

Trial courts would retain discretion to set lower bonds, and
both parties would still have the right to ask an appellate
court to review and alter a bond required by the trial court as
long as the bond conforms with the proposed rules.

"This request, if granted, simply levels the judicial playing
field and guarantees that a defendant can appeal a mega-verdict
without being forced to consider settlement or being faced with
significant business disruption," Ohlemeyer added.

Currently, Illinois rules require a defendant to post an appeal
bond in the full amount of the trial court judgment, plus
interest and costs, in order to obtain an automatic stay of
enforcement of a money judgment.

Last month Madison County Circuit Court Judge Nicholas Byron
ordered Philip Morris USA to pay $7.1 billion to Illinois
smokers who claim they were misled about the health risks of
smoking "lights" cigarettes. He also assessed $3 billion in
punitive damages.

Judge Byron initially ordered the company to post a $12 billion
bond to stay enforcement of the Price case judgment, an amount
Ohlemeyer said far exceeded the company's net worth and one that
could not be bonded.

Judge Byron subsequently modified his bond order and is
requiring the company to post a bond secured by a pre-existing
$6 billion note owed to Philip Morris USA. It also must deposit
the annual $420 million in interest that note generates plus an
additional $800 million in cash in an escrow account with the
Clerk of the Court.

As a condition to its order reducing the bond, Judge Byron
required that Philip Morris USA agree not to seek to apply any
change to the Supreme Court's bonding rules in the Price case so
long as his current bond order remains in effect. Steven
Tillery, the Price class attorney, has said he will appeal that
bond order.

During the Engle class action case in Miami, Florida passed a
statute limiting the amount of bond a defendant must post. Since
then, 16 additional states have established bond limits for
either tobacco companies that agreed to the 1998 settlement with
the state attorneys general or for all defendants in civil
cases.

Parties joining Philip Morris USA in its petition include the
U.S. Chamber of Commerce, the Illinois Business Roundtable, the
Illinois Chamber of Commerce, the Illinois Manufacturers
Association, the Illinois Retail Merchants Association, the
National Federation of Independent Businesses, Brown and
Williamson Tobacco Corp., R.J. Reynolds Tobacco Co. and
Lorillard Tobacco Co.

Ohlemeyer said it is likely that other Illinois-based companies
also will join as petitioners.


PNC MORTGAGE: Fitch Downgrades Rating on Various Mortgage Notes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on the following PNC
Mortgage Securities Corp., mortgage pass-through certificates:

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1998-2, Group III

        -- Class III-B-5 downgraded to 'B-' from 'B'.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1998-3, Group II & III

        -- Class C-B-5 downgraded to 'B-' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1998-6, Group II & III

        -- Class C-B-5 downgraded to 'CC' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1998-11, Group II

        -- Class II-B-4, rated 'BB', placed on Rating Watch
           Negative;

        -- Class II-B-5, rated 'B', placed on Rating Watch
           Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1998-14, Group III, IV, & V

        -- Class D-B-5 downgraded to 'CCC' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-1, Group III, IV, & V

        -- Class C-B-5 downgraded to 'B-' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-2, Group II, III, & IV

        -- Class D-B-5 downgraded to 'CC' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-3, Group II & IV

        -- Class D-B-4, rated 'BB', placed on Rating Watch
           Negative;

        -- Class D-B-5 downgraded to 'C' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-4, Group II & III

        -- Class D-B-5 downgraded to 'CC' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-5, Group II, III, & IV

        -- Class C-B-5 downgraded to 'CCC' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-8, Group II, III, IV, & V

        -- Class C-B-5 downgraded to 'CC' from 'B'.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-9, Group I

        -- Class I-B-5 downgraded to 'B-' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-9, Group II, III, & IV

        -- Class C-B-4 downgraded to 'B' from 'BB';

        -- Class C-B-5 downgraded to 'C' from 'CCC'.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-10, Group I, II, III, & IV

        -- Class D-B-4 downgraded to 'B' from 'BB';

        -- Class D-B-5 downgraded to 'C' from 'CCC'.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-11, Group I, II, III, & IV

        -- Class D-B-4 rated 'BB' placed on Rating Watch
           Negative;

        -- Class D-B-5 downgraded to 'CC' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 1999-12, Group I, II, & III

        -- Class D-B-4, rated 'BB', placed on Rating Watch
           Negative;

        -- Class D-B-5 downgraded to 'C' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 2000-1, Group II & III

        -- Class D-B-4 downgraded to 'B' from 'BB';

        -- Class D-B-5 downgraded to 'C' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 2000-3, Group I, II & III

        -- Class D-B-4 downgraded to 'CCC' from 'BB' and removed
           from Rating Watch Negative;

        -- Class D-B-5 downgraded to 'C' from 'CCC'.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 2000-4, Group I & II

        -- Class D-B-4 downgraded to 'B' from 'BB';

        -- Class D-B-5 downgraded to 'C' from 'B' and removed
           from Rating Watch Negative.

PNC Mortgage Securities Corporation, mortgage pass-through
certificate, series 2000-8, Group I & II

        -- Class C-B-5 downgraded to 'B-' from 'B' and removed
           from Rating Watch Negative.

These actions are taken due to the high delinquencies in
relation to the applicable credit support levels as of the
April 25, 2003 distribution.


PROBEX CORP: Files for Chapter 7 Liquidation in Dallas, Texas
-------------------------------------------------------------
Probex Corp. (AMEX:PRB), a technology based, renewable resource
company, is ceasing operations and intends to file a petition
seeking relief under Chapter 7 of the United States Bankruptcy
Code.

As previously reported, the company does not currently have
sufficient financial resources to fund its operations and will
require substantial additional capital to fund its future
operations and construction of the planned reprocessing
facilities. As also previously reported, the company is in
default under its debt obligations and has been working with
creditors to extend or restructure its indebtedness. The
company's efforts to obtain additional financing and to extend
or restructure its debt have not been successful, and its
present financial condition precludes it from meeting operating
obligations necessary to operate as a going concern. The company
believes it is in the best interest of its creditors and
shareholders to effectuate an orderly liquidation of the
company's assets through a Chapter 7 proceeding.

Under Chapter 7, a trustee will seek to liquidate the company's
assets with the proceeds applied to the claims of the creditors
of the company. The company's shareholders are not expected to
receive any proceeds from the liquidation.

Probex is a technology-based, renewable resource company that is
engaged in the commercialization of its patented ProTerra(R)
process. We have invested the majority of our resources since
inception on research, development and commercialization of our
patented ProTerra technology, which has the ability to reprocess
used lubricating oil into products that we intend to market to
commercial and industrial customers. For more information about
Probex, visit the company's Web site at http://www.probex.com


PROBEX CORP: Voluntary Chapter 7 Case Summary
---------------------------------------------
Debtor: Probex Corp.
        15510 Wright Bros. Drive
        Addison, Texas 75001

Bankruptcy Case No.: 03-34906

Type of Business: The Debtor is a technology-based, renewable
                  resource company engaged in the
                  commercialization of its patented ProTerrar
                  process.

Chapter 7 Petition Date: May 13, 2003

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: G. Michael Curran, Esq.
                  McManemin & Smith
                  Plaza of the Americas
                  South Tower
                  600 N. Pearl St.,
                  Suite 1600,
                  LB 175
                  Dallas, TX 75201
                  Tel: 214-953-1321

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million


QWEST COMMS: Expands Services Agreement with Life Time Fitness
--------------------------------------------------------------
Life Time Fitness, the nation's fastest growing health, fitness,
and nutrition company, has established a new multi-year
communications services agreement with Qwest Communications
International Inc. (NYSE: Q), whereby the company will extend
and integrate data and voice communications among its 30
locations throughout seven states.

In addition to the local telephone services Qwest already
provides Life Time Fitness, Qwest now will provide high-speed
dedicated Internet access service which will enable the company
to transport all of its data over Qwest's secure communications
network.  Life Time Fitness is using a high-speed Qwest
dedicated Internet access line (OC-12), which is large enough to
transmit more than 600,000 five paragraphs e-mails in one
second.

"As Life Time Fitness continues its aggressive national growth,
we require a services provider that can meet our communications
needs," said Robert Mendel, director, Life Time Fitness IT
Operations at Life Time Fitness.  "We see Qwest as a key partner
in this endeavor."

"We continue to expand our relationships with existing customers
as they see that we provide not only top-flight communications
solutions, but also customer support that ensures one phone call
to Qwest will be the only call they need to make," said Cliff
Holtz, executive vice president, Qwest Business Markets Group.
"We look forward to helping Life Time Fitness concentrate on
growing its business -- we'll focus on delivering the emails and
phone calls the company depends on."

In addition to DIA services, which offer access speeds from 56
Kilobits per second up to 10 Gigabits per second (the highest
available), Qwest offers a complete range of communications
services with everything from a single private line or frame
relay application to Web hosting or professional services
tailored to the individual business.  Qwest also offers
strategic consulting, custom application development and
database design.

Life Time Fitness, Inc. is a privately held health, fitness and
nutrition company that operates 30 multi-purpose, state-of-the-
art Sports, Fitness and Recreational Centers in seven national
markets including Minnesota, Illinois, Michigan, Ohio, Indiana,
Virginia, and Arizona.  Additional Life Time Fitness expansion
is underway in Arizona and Texas.

Life Time Fitness has set the industry standard in providing
consumers with the absolute finest in sports and fitness
centers, athletic events, adventure travel, full service spas,
personal training consultation, health and nutrition education,
corporate wellness programs, personal care products, and the
most scientifically advanced nutritional products and
supplements. The Company is headquartered in Eden Prairie,
Minnesota and can be reached at 952-947-0000 or on the Web at
http://www.lifetimefitness.com

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 50,000-plus 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, please visit the Qwest Web
site at http://www.qwest.com


RURAL CELLULAR: March 31 Net Capital Deficit Stands at $490 Mil.
----------------------------------------------------------------
Rural Cellular Corporation (OTCBB:RCCC) reports strong first
quarter.

First Quarter 2003 Highlights:

-- EBITDA increased to $51.1 million and free cash flow
   continues to be solid at $19.9 million.

-- Service revenue grew 7.4% to $79.8 million as compared to the
   first quarter of 2002.

-- ARPU increased to $55 as compared to $54 in the first quarter
   of 2002.

-- Total customer net growth was 6,333, including wholesale.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $43 million, and a total shareholders'
equity deficit of about $490 million.

Richard P. Ekstrand, president and chief executive officer,
commented: "Benefiting from the continuing expansion in the
wireless industry together with our effective operations, RCC
had another solid quarter with growth in all revenue categories.
We also continue to generate significant levels of cash."

               EBITDA and Free Cash Flow Growth

RCC continues to demonstrate its strong operations as evidenced
by its ability to increase EBITDA and generate positive free
cash flow. During the first quarter of 2003, consolidated free
cash flow remained strong at $19.9 million and consolidated
EBITDA increased to $51.1 million. Affecting year-over-year
EBITDA comparability was RCC's emphasis in 2002 on a phone
rental program under which it capitalized $6.8 million in fixed
assets. In 2003, RCC did not use this marketing approach.

             Customer and Service Revenue Growth
                (including Wireless Alliance)

Service revenue for 2003 increased 7.4% to $79.8 million,
reflecting additional customers and increases in local service
revenue per customer. LSR increased to $40 in 2003 from $39 in
2002, primarily from increased per customer access and features
fees.

During the first quarter of 2003, postpaid retention improved to
98.1% compared to 98.0% in 2002. Postpaid net customer additions
for 2003 were 4,546 as compared to 6,525 in 2002. RCC had
consolidated postpaid gross adds of 40,355 as compared to 41,898
in 2002. Wholesale customer additions were 997 in 2003 as
compared to 8,096 in 2002. Prepaid customer net additions in the
first quarter of 2003 were 790 as compared to 1,591 in 2002.
Wireless Alliance accounted for 16,816 of the Company's 672,009
post and prepaid customers as of March 31, 2003.

          Eligible Telecommunications Carrier Status

In the first quarter of 2003 RCC recorded its first Universal
Service Fund service revenue of $383,000 from its ETC status in
Washington, Alabama and Mississippi. In May 2003, the Company
received ETC status in Maine. The Company has filed additional
applications in Kansas, Minnesota, Oregon, and Vermont for ETC
status and may receive USF funding from some of these states as
early as the second half of this year.

                     Operating Costs

Network costs increased 5.3% to $24.2 million in the first
quarter of 2003; however, as a percentage of total revenue,
network costs decreased to 21.5% compared with 22.2% last year.
Incollect minutes continue to grow; but average incollect cost
per minute dropped 28%, resulting in incollect expense for the
quarter declining 2.5% to $11.0 million.

SG&A increased to $29.0 million in the first quarter of 2003,
but as a percentage of revenue declined to 25.7% as compared to
25.9% in 2002. SG&A benefited from higher quality customers with
bad debt expense decreasing 24.0% to $1.9 million, compared to
$2.5 million in '02. Sales and marketing cost was $12.5 million
in the first quarter of 2003.

          Capital Expenditures and Network Construction

Net capital expenditures were $5.6 million in the first quarter
of 2003 compared to $8.8 million in 2002. During the first
quarter of 2003, the Company activated 33 additional cell sites,
bringing the total to 765.

RCC continues to evaluate its options for CDMA and GSM network
overlays in its markets. It is likely that both technologies
will be deployed, depending on the market. The network overlays
are expected to begin during the second half of 2003 and be
substantially completed by the end of 2005.

                       Credit Facility

As of March 31, 2003, RCC had $793.9 million outstanding under
its credit facility and was in compliance with all covenants
under the facility.

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states.


SALIENT 3 COMMS: Reports First-Quarter Net Assets in Liquidation
----------------------------------------------------------------
Salient 3 Communications, Inc., (OTC Bulletin Board: STCIA)
announced that as of the end of its first fiscal quarter, ended
April 4, 2003, its estimated net assets in liquidation per
outstanding share were $1.02.  This value represents an increase
of $0.01 per share from the estimated net assets in liquidation
of $1.01 as of January 3, 2003, reported in the Company's Form
10-K for 2002 as filed with the Securities and Exchange
Commission.

The Company cautioned that under liquidation basis accounting,
all values of realizable assets and settlement amounts of
liabilities are estimates, subject to continual reassessment
based on changing circumstances.  Therefore, it is not presently
determinable whether the amounts realizable from the remaining
assets or the amounts due in settlement of obligations will
differ materially from the amounts shown on the statement of net
assets in liquidation as of April 4, 2003.

The Company expects to make further distributions as specific
events provide available cash at a level where the Board of
Directors can properly authorize a distribution, consistent with
its obligations under Delaware rules and regulations governing
companies in liquidation.

In accordance with SEC Regulation FD (Fair Disclosure), Salient
3 will not respond to individual investor inquiries regarding
the timing, process or ultimate outcome of its liquidation
process.  The Company will, however, issue announcements
whenever material events occur in its liquidation process that
could have a potential impact on its net assets in liquidation.


SMITHFIELD FOODS: Plans Private Offering of $250MM Sr. Notes
------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) plans a private offering of
$250,000,000 aggregate principal amount of its senior unsecured
notes due 2013.  The offered notes will bear interest at a fixed
rate, based on market rates at the time of sale.

If the offering is completed, the Company plans to apply the
proceeds initially to repay indebtedness under its U.S.
revolving credit agreement. Thereafter, the Company expects to
use availability under this facility and others, together with
internally generated funds, for capital expenditures and general
corporate purposes, including expansion of its processed meats
business and strategic acquisitions.

The Company intends to offer the notes in reliance on an
exemption from registration for offers and sales of securities
that do not involve a public offering.  The offering and sale of
the notes have not been registered under the Securities Act of
1933, as amended, and the notes may not be reoffered or resold
in the United States absent registration or an applicable
exemption from registration requirements.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
placed its 'BBB-' corporate credit rating and bank loan ratings
for leading hog producer and processor Smithfield Foods Inc., on
CreditWatch with negative implications. The 'BB+' senior
unsecured and subordinated debt ratings on Smithfield Foods were
also placed on CreditWatch with negative implications.


SMITHFIELD FOODS: S&P Cuts Credit Rating Down a Notch to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit,
bank loan, and senior secured debt ratings on leading hog
producer and processor Smithfield Foods Inc. to 'BB+' from
'BBB-'.

At the same time, the senior unsecured debt ratings on the
company were lowered to 'BB' from BB+' and the subordinated debt
ratings were lowered to 'BB-' from 'BB+'. All the ratings have
been removed from CreditWatch where they were placed on Jan. 22,
2003. The outlook is negative.

Standard & Poor's also assigned its 'BB' senior unsecured rating
to Smithfield's $250 million senior unsecured notes due 2013.

The Smithfield, Virginia-based company had about $1.7 billion of
total debt outstanding at Jan. 26, 2003.

"The downgrade reflects the company's weak operating performance
and deteriorating credit measures affected by lower hog prices
and weak fresh meat prices, a decline driven by the excess
supply of all proteins in the marketplace," said Standard &
Poor's credit analyst Ronald Neysmith. "Mitigating factors
include Smithfield's large, vertically integrated U.S.
operations in hog slaughter and the further processing of pork,
as well as its broad portfolio of meat proteins offered."

Although hog prices have improved somewhat in the past several
weeks, they remain around breakeven levels for hog producers.
Standard & Poor's is concerned that Smithfield's vertically
integrated operations have not reduced the degree of volatility
in the firm's operations as originally expected. In addition,
Russia's new import quotas on poultry--a pork substitute--adds a
new risk dimension to the recovery of future protein prices.
Furthermore, due to weak operating results, Smithfield has
amended covenant agreements in its secured revolving credit
facility and the loan agreements of certain senior secured
notes.

Smithfield Foods is the leading processor and marketer of fresh
pork and processed meats in the U.S. The company is also the
largest producer of hogs.


SPECTRASITE INC: Issuing $150MM of Sr. Notes to Repay Term Loans
----------------------------------------------------------------
SpectraSite, Inc. (Ticker Symbol: SPCS), one of the largest
wireless tower operators in the United States, plans to offer
$150 million of senior notes in a private offering.

SpectraSite plans to use the net proceeds of the offering to
repay a portion of the outstanding term loans under its credit
facility. The offering of the senior notes is expected to close
by the end of the month.

The securities to be offered will not be registered under the
Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

SpectraSite, Inc. -- http://www.spectrasite.com-- based in
Cary, North Carolina, is one of the largest wireless tower
operators in the United States. At March 31, 2003, SpectraSite
owned or operated over 18,000 sites, including 7,488 towers
primarily in the top 100 markets in the United States.
SpectraSite's customers are leading wireless communications
providers and broadcasters, including AT&T Wireless, ABC
Television, Cingular, Nextel, Paxson Communications, Sprint PCS,
Verizon Wireless and T-Mobile.

In February this year, SpectraSite emerged from its pre-arranged
Chapter 11 reorganization proceeding.


SPIEGEL GROUP: Pulling Plug on Three Real Property Leases
---------------------------------------------------------
Consistent with their goals to cut costs, streamline and improve
business operations, restructure indebtedness and maximize the
return to their creditors, The Spiegel Inc., and its debtor-
affiliates sought and obtained the Court's permission to walk
away from three unexpired real property leases and a related
sublease.

The Debtors no longer find the Leases significant for the
continued operation of their businesses.  The Debtors estimate a
$2,726,672 savings upon an immediate rejection of the Leases.

The Debtors will terminate:

  -- an Eddie Bauer contract with Hibbs/Woodinville Associates,
     LLC for the lease of 225 parking spaces in Bothell,
     Washington;

  -- a Spiegel Group Teleservices lease with Floyd Partners LLC
     for a 49,192-square foot call center facility in Wichita,
     Kansas; and

  -- an Eddie Bauer lease with Laguna North2/Exchange LLC for a
     104,353-square foot, three-storey stand-alone general
     office building in Redmond, Washington.

Spiegel is the guarantor for the Call Center Facility and
Redmond Office Building leases.

                     The Parking Lot Lease

The Debtors entered into the Parking Lot Lease for their benefit
as occupant.  An additional parking area was originally required
to augment the parking capacity adjacent to the Debtors' call
center facility due to the need for incremental hiring during
peak seasons and periods of high occupancy.  To secure this
capacity when necessary, the additional spaces were leased year-
round.  However, based on the Debtors' current business
requirements, they have no need to occupy this facility at those
density levels.

Pursuant to the June 12, 2000 Lease, the current monthly rental
payment is $21,483.  On July 1, 2003, the monthly rental payment
will increase to $22,128.  The Debtors' remaining obligations
under the Parking Lot Lease total $329,982.

                       The Call Center Lease

On April 29, 1994, the Debtors assumed the Call Center Lease
from Sears, Roebuck and Co.  The monthly rental payment is
$40,993. Through the end of the lease term of the Call Center
Lease:

    (1) the total rent due owed will be $379,868;

    (2) the total real estate taxes owed will be $116,612; and

    (3) the total common area maintenance charges owed will be
        $23,158.

The $7,385 annual insurance on the building has already been
paid directly to the lessor for the period March 1, 2003 through
March 1, 2004.  The Debtors' remaining obligations under the
Call Center Lease total $519,637.

The call center was closed due to the reduction in required
contact capacity associated with a downturn in sales.  The
facility is old and would require substantial capital investment
to bring it up to current standards of operation.  Given the
short time remaining on the Lease, there is no ongoing business
reason for the Debtors to retain the facility.

In addition, the majority of the workstations located in the
call center area of the facility were not removed as the Debtors
vacated the call center on May 2002.  Under the terms of the
Lease, the Debtors are obligated to remove these workstations.

                  The Office Building Lease

The Office Building Lease requires the Debtors to pay rental
payments at $147,833 per month.  By August 1, 2003, the monthly
rental payments will increase to $170,008.  The Debtors'
remaining obligations under the Lease total $1,887,053.

Eddie Bauer subleased a portion of the Office Building under a
July 2, 2002 agreement with SNC-Lavalin.  SNC subleases the
entirety of the Office Building commencing September 1, 2002.
SNC is currently obligated to pay $123,919 in monthly rentals to
the Debtors.  SNC is also responsible for any real estate taxes
and common area maintenance charges due under the Office
Building Lease throughout the term of the Sublease.  The
Sublease expires on July 1, 2008.

SNC's base rent clearly does not cover the entire rent Eddie
Bauer owes under the Office Building Lease.  Therefore, Eddie
Bauer is liable for the deficit.  Since it has no need for the
Office Building and is losing money on the Sublease, Eddie Bauer
decided to reject the Sublease as well. (Spiegel Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


SUN MEDIA: Bowes Publishers Unit Closes Sale of Newspaper Assets
----------------------------------------------------------------
Sun Media Corporation's wholly owned subsidiary Bowes Publishers
Limited has sold its properties in British Columbia to Black
Press Ltd for an undisclosed amount.

The newspapers include the Penticton Western, Summerland Review,
Revelstoke Times Review, Golden Star and Invermere Valley Echo.
Also included in this sale is a printing plant located in
Penticton, British Columbia.

"The sale of our operations in British Columbia is part of our
continuing strategy to focus on strengthening our geographic
clusters in those markets where we are strong, particularly
Ontario, Quebec, Alberta, Manitoba and Saskatchewan." stated Mr.
Pierre Francoeur, President and Chief Executive Officer of Sun
Media Corporation. "The British Columbia properties are a better
fit for Black Press Ltd. and will provide significant
opportunities to their existing properties in B.C.".

Sun Media Corporation, a division of Quebecor Media Inc., is
Canada's second largest newspaper publishing company with daily
newspapers in 8 of the top 11 markets in Canada.  Sun Media
publishes a total of 16 dailies as well as 178 community
weeklies and specialty publications across Canada.  Sun Media is
also a partner in CablePulse24, a 24-hour television news
station serving Southern Ontario.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services'
ratings on media company Quebecor Media Inc., and its
subsidiaries, including Sun Media Corp., and Videotron Ltee,
remain on CreditWatch with negative implications, where they
were placed Sept. 16, 2002.

The CreditWatch update follows Standard & Poor's review of Sun
Media's refinancing plan. Following completion of the announced
refinancing at Sun Media, which is Quebecor Media's newspaper
subsidiary, the ratings on Quebecor Media and its subsidiaries,
including the 'B+' long-term corporate credit ratings, will be
removed from CreditWatch and affirmed, with an expected stable
outlook.


TEAM AMERICA: First-Quarter 2003 Results Show Marked Improvement
----------------------------------------------------------------
TEAM America, Inc. (Nasdaq: TMOS), a leading business process
outsourcing company specializing in Human Resources, announced
results for the first quarter ended March 29, 2003. Unaudited
statements show revenue for the first quarter was $14,389,000
compared to $13,549,000 for the same period in 2002, net loss
was $630,000 compared to a loss of $1,222,000 in 2002 and net
loss attributable to common shareholders for the quarter was
$630,000, or $0.08 per share, compared to a net loss
attributable to common shareholders of $1,517,000, or $0.19 per
share, for the same period in 2002.

Gross profit for the first quarter 2003 decreased to $4,393,000,
or 4.95%, from the 2002 period.  The first quarter 2003 results
reflect the Company's transition to fully insured workers'
compensation programs.  During the 2003 quarter, the Company
increased its reserves for its historic loss sensitive workers'
compensation programs by $150,000.

Operating expenses decreased by $1,023,000, or 18.2%, from the
2002 period.  Selling, general and administrative expenses
decreased by $600,000, administrative salaries decreased by
$120,000 and the Company did not incur systems and operational
development costs in 2003, resulting in a decrease in operating
costs of $302,000.  The decrease in selling, general and
administrative expenses, as well as administrative salaries, are
a result of previously announced and implemented corporate and
operational restructuring.

S. Cash Nickerson, Chairman and CEO, stated "I am pleased with
the substantial improvement in the Company's first quarter
results compared to last year, as reflected by the $794,000
improvement in operating loss.  We are continuing our efforts to
review and implement processes to enhance the Company's
performance in 2003."  Nickerson added, "I am especially pleased
with these results in light of our ability to reduce risk by
moving from a loss-sensitive program to a fully insured workers'
compensation program."

TEAM America, Inc. (Nasdaq: TMOS) is a leading Business Process
Outsourcing Company specializing in Human Resources. TEAM
America is a pioneer in the Professional Employer Organization
(PEO) industry and was founded in 1986. Headquartered in
Columbus, Ohio, the Company is one of the ten largest PEOs in
the country serving more than 1,400 small businesses in all 50
states. For more information regarding the Company, visit
http://www.teamamerica.com

As reported in Troubled Company Reporter's March 25, 2003
edition, TEAM America reached an agreement to restructure its
loan agreement with its senior lenders, extending the maturity
date of the loans and waiving all prior defaults.

In addition, on March 20, 2003 the Board of Directors approved
an agreement in principle to restructure the Preferred Shares of
the Company. Under the agreement in principle, the Preferred
holders will exchange approximately $13.5 million liquidation
preference for $2.5 million of new non-convertible preferred
shares, 4.8 million common shares and approximately 2.5 million
warrants.


TEXAS COMMERCIAL: Increases Customer Base by 10% in April 2003
--------------------------------------------------------------
Texas Commercial Energy has grown its customer base by 10
percent during the month of April, as a result of signing 100
Texas businesses as energy customers. A majority of the
companies were returning to TCE as their preferred electricity
provider, after they had been transferred to other providers
following TCE's filing for Chapter 11 bankruptcy protection in
March 2003.

"First and foremost, customers tell us that they selected TCE
for our unparalleled customer service," said Steve Ousley, vice
president of sales. "We are gratified to be reminded that, while
competitive rates are important, the high quality of TCE service
is appreciated enough by customers to spur them to resume
service with TCE as quickly as possible."

TCE President Mike Shirley added, "TCE's reorganization plan to
emerge from bankruptcy is on track, and our switching and
billing guarantee remains the only one in the industry. As TCE
renews its focus on businesses utilizing less than one megawatt
of energy annually, we are reminded that businesses of all sizes
appreciate being treated like customers, not ratepayers."

Texas Commercial Energy is a leading Retail Electric Provider in
Texas with more than 1,100 business customers representing
nearly 5,500 meter locations. Texas Commercial Energy offers the
energy industry's only switching and billing guarantee, while
delivering competitively priced and reliable electricity.


VERTIS INC: Plans to Offer $250 Million of Senior Notes Due 2009
----------------------------------------------------------------
Vertis Inc., whose corporate credit status is currently rated by
Standard & Poor's at B+, announced its intention to offer $250
million principal amount of senior notes due 2009. The notes
will be guaranteed by certain of Vertis' domestic subsidiaries.
Vertis intends to use the net proceeds of the offering to pay
down its bank debt under its senior credit facility.

The notes will be offered and sold in a Rule 144A private
offering only to qualified institutional investors within the
United States and in a Regulation S offering only to certain
non-U.S. persons in transactions outside the United States. The
notes will not be registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

The net proceeds of the offering will be applied to our senior
credit facility as follows: $108.4 million to retire our Term
Loan A facility; $30.7 million to our Term Loan B facility; and
$100.9 million to our revolving credit facility. Following this
offering, the commitment under our revolving credit facility
will be reduced by $30.0 million.

In addition, Vertis and its lenders are currently negotiating an
amendment to its senior credit facility in order to allow for
the issuance of the notes and the application of the proceeds as
described above, to amend certain financial covenants, to
increase the LIBOR spread on our senior credit facilities, and
to accommodate certain other changes.


VICWEST CORP: Commences Restructuring Under CCAA in Canada
----------------------------------------------------------
Vicwest Corporation and it subsidiaries have obtained an order,
with the support of Vicwest's noteholders' committee, to begin
Vicwest's restructuring under the Companies' Creditors
Arrangement Act. The restructuring will improve Vicwest's
balance sheet by converting certain Vicwest debt, including
Vicwest's publicly traded notes, to new Vicwest equity, while
maintaining business as usual.

The companies have sufficient financing commitments in place to
maintain all their business operations and to pay all future
expenses as they move forward. They do not expect any employee
lay-offs or any changes to current business operations as a
result of the restructuring. Vicwest and its subsidiaries have
approximately 700 employees.

"This restructuring will in no way affect Vicwest's ability to
continue to serve its customers in a timely and effective
manner", said Vicwest's chief restructuring officer, Joshua
Rizack. "Vicwest has a strong business. By working closely with
our noteholders to develop a plan to restructure our debt, we
will be well positioned for the future."

Mr. Rizack was appointed chief restructuring officer to guide
Vicwest through its restructuring. All Vicwest's other officers
and directors resigned effective May 12, 2003. However, its key
management personnel remain in place.

Vicwest's wholly-owned subsidiary, Westeel Limited, is also part
of the filing but it intends to pay its suppliers and other
trade creditors in the ordinary course during the restructuring
period.

"Westeel will continue to operate in a business-as-usual
manner", said Westeel President, J.R. (Bob) Skull. "Westeel will
continue to meet our customers' needs. We intend to pay our
trade creditors in the normal course. There will be no change to
our current business operations and no lay-offs."

Vicwest plans to call a meeting of its affected creditors in
June and expects to emerge from the restructuring process early
this summer.

Vicwest, with corporate offices in Oakville, Ontario, is
Canada's leading manufacturer of metal roofing, siding and other
metal building products.

Westeel, based in Winnipeg, is Canada's foremost manufacturer of
steel containment products for the storage of grain, fertilizer
and petroleum products. It exports to more than 30 countries.


WHEREHOUSE ENTERTAINMENT: Signs-Up CDS as Real Estate Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Wherehouse Entertainment, Inc., and its
debtor-affiliates' application to retain and employ Corporate
Development Services, Inc, as Special Real Estate Consultant.

In this engagement, CDS will provide:

     a. negotiate for the benefit of the Debtors certain rent
        reductions and other modifications with respect to
        certain of the Debtors' leases;

     b. negotiate for the benefit of the Debtors certain waivers
        or reductions of pre-petition cure amounts and
        Bankruptcy Code Section 502(b)(6) claims with respect to
        certain of the Debtors' leases;

     c. negotiate for the benefit of the Debtors the termination
        and disposition of certain of the Debtors' leases;

     d. assist those responsible for the documentation of
        proposed transactions on behalf of the Debtors,
        including reviewing documents and assisting in resolving
        problems which may arise in the transaction process;

     e. provide progress reports to the Debtors on at least a
        weekly basis; and

     f. provide recommendations regarding appropriate
        disposition, assumption or rejection of certain leases.

For its services, CDS will receive:

     i) 5% of the Gross Proceeds upon closing of a transaction
        in which any Lease is assigned or transferred to a third
        party unaffiliated with the Debtors;

    ii) 5% of the total reduced or waived amount to the extent
        that any Lease is assumed by a Debtor and the amount
        required to be paid to the landlord to cure defaults
        existing at the time of assumption is reduced below the
        cure amount that the Debtor is owing;

   iii) 3% of the present value for renegotiating the monetary
        terms of any Lease that is assumed by a Debtor.

For additional consulting services, CDS will bill the Debtors
$300 per hour on its services.

Wherehouse Entertainment, Inc., sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for chapter 11 protection on January 20, 2003, (Bankr.
Del. Case No. 03-10224). Mark D. Collins, Esq., and Paul Noble
Heath, Esq., at Richards Layton & Finger represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $227,957,000 in total
assets and $222,530,000 in total debts.


WORLDCOM INC: Pushing for Approval to Reject ACOM and ABIZ Deals
----------------------------------------------------------------
UUNET Technologies Inc. entered into a Master Services Agreement
with Adelphia Business Solutions, Inc. effective as of July 26,
2000 pursuant to which the parties entered into a Primary Rate
Interface Service Schedule also effective as of July 26, 2000.
Pursuant to the PRI Service Schedule, UUNET had the right to
enter into an agreement for the use of a specific PRI circuit on
ABIZ's telecommunications network by issuing a service order.
UUNET issued a number of service orders for PRI circuits.
Specifically, these service orders include service orders for
1,177 PRI circuits, which UUNET is no longer utilizing and thus
provides no benefit to its bankruptcy estates.  The total annual
cost under the Service Orders is $4,348,8002.

Based on representations made by ABIZ in its bankruptcy case and
by Adelphia Communications Corporation in its separately
administered bankruptcy case, Thomas R. Califano, Esq., at Piper
Rudnick LLP, in New York, relates that in two separate
transactions in December 2000 and October 2001, ACOM acquired
certain assets, including contract rights, from ABIZ.  Further,
at the time of the Acquisition, ACOM owned 79% of the
outstanding stock of ABIZ.  ABIZ and ACOM have indicated that it
is unclear whether all of the assets and contracts, which were
to be assigned in connection with the Acquisition were in fact
legally transferred or assigned.  Moreover, there is a concern
that the other contracting parties may not have been notified of
certain assignments to ACOM and therefore, understand that ABIZ
is still a party to assigned contracts.  For this reason,
WorldCom is also seeking relief as against ACOM in the event it
is determined that the Service Orders were in fact assigned to
ACOM.

Mr. Califano informs the Court that UUNET is no longer using the
circuit capacity pursuant to the Service Orders.  UUNET has re-
routed to other systems all the traffic that was previously on
the Circuits obtained from ABIZ under the Service Orders.  Thus,
WorldCom expects to have no use in its ongoing business for the
Circuits obtained under these specific service orders.  The
Service Orders will be a cash drain on the WorldCom bankruptcy
estates.

Accordingly, pursuant to Section 365(a) of the Bankruptcy Code,
WorldCom seeks the Court's authority to reject the Service
Orders to coincide with the 30-day notice of termination under
the Service Orders.  By rejecting the Service Orders, WorldCom
will save its bankruptcy estates $362,400 per month, or
$4,348,800 per annum, for circuitry that WorldCom deems
unnecessary. (Worldcom Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 8.000% bonds due 2006
(WCOE06USR2) are trading at about 28 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


WYNDHAM INT'L: HPT Terminates Company's Operations at 12 Hotels
---------------------------------------------------------------
Hospitality Properties Trust (NYSE: HPT) has terminated Wyndham
International's (AMEX: WBR) occupancy and operations of 12
Wyndham hotels.

HPT has two leases with WBR subsidiaries: one lease includes 15
Summerfield by Wyndham hotels; the second lease includes 12
Wyndham hotels. On April 1, 2003, WBR failed to pay rent due HPT
under these leases. On April 2, 2003, HPT declared WBR in
default and simultaneously exercised its rights to retain
certain collateral security HPT held for the WBR lease
obligations, including security deposits of $33 million (which
were not escrowed) and capital replacement reserves totaling
about $7 million (which were previously escrowed). On April 28,
2003, HPT terminated WBR's occupancy of the 15 Summerfield
hotels and appointed Candlewood Hotel Company as manager of
those hotels.

Early Monday, HPT terminated WBR's occupancy of the 12 Wyndham
hotels. Starting Monday, these 12 hotels are being operated for
HPT's account under a management agreement with Crestline Hotels
& Resorts, Inc. Crestline Hotels & Resorts is a USA subsidiary
of the Spanish hotel company Barcelo Corporacion Empresarial,
S.A.

Commenting on the selection of Crestline Hotels & Resorts to
manage the operations of the 12 Wyndham hotels, John G. Murray,
president of HPT, made the following statement:

     "Crestline Hotels & Resorts is one of the largest multi-
     brand, independent hotel management companies in the USA.
     HPT and Barcelo Crestline have a long and mutually
     successful business relationship in which an affiliate of
     Barcelo Crestline leases 14 hotels from HPT which are
     operated under various Marriott brands. HPT is confident
     that Crestline has the management expertise to stabilize
     and improve the operations of these 12 hotels."

HPT and WBR are currently negotiating concerning continuation of
the Wyndham brand affiliation for these 12 hotels, at least for
a transitional period. The new management contract between HPT
and Crestline is terminable upon 30 days notice. HPT stated that
it has not yet decided whether the best long-term affiliation
for these hotels is with the Wyndham brand and Crestline
management or with an alterative brand or manager. HPT has
determined that its interests may be served by stabilizing these
hotels and thereafter reconsidering these issues together with
Crestline.

Hospitality Properties Trust is a real estate investment trust
which owns 251 hotels located throughout the United States.


ZI CORPORATION: George Tai Steps Down as Chief Operating Officer
----------------------------------------------------------------
Zi Corporation (Nasdaq: ZICA) (TSX: ZIC), a leading provider of
intelligent interface solutions, announced that George Tai, its
Chief Operating Officer, has resigned from Zi effective
immediately to join a Calgary-based company in the oil and gas
sector.

"George has been an effective member of our management team for
more than three years and he built a solid organization which
has strengthened our Company," said Michael Lobsinger, Chief
Executive Officer of the Company. "Our team based in Calgary and
San Francisco will be taking over his operating
responsibilities. His departure at this time coincides with our
streamlining of corporate level costs. We wish George well in
his new position."

Zi Corporation -- http://www.zicorp.com-- is a technology
company that delivers intelligent interface solutions to enhance
the user experience of wireless and consumer technologies. The
company's intelligent predictive text interfaces, eZiTap and
eZiText, simplify text entry to provide consumers with easy
interaction within short messaging, e-mail, e-commerce, Web
browsing and similar applications in almost any written
language. eZiNet(TM), Zi's new client/network based data
indexing and retrieval solution, increases the usability for
data-centric devices by reducing the number of key strokes
required to access multiple types of data resident on a device,
a network or both. Zi supports its strategic partners and
customers from offices in Asia, Europe and North America. A
publicly traded company, Zi Corporation is listed on the Nasdaq
National Market (ZICA) and the Toronto Stock Exchange (ZIC).

Zi Corporation's December 31, 2002 balance sheet shows a working
capital deficit of about $2 million, while total shareholders'
equity has dwindled to about $5 million from about $44 million
as recorded a year ago.

               GOING CONCERN BASIS OF PRESENTATION

The Company's consolidated financial statements are prepared on
a going concern basis, which assumes that the Company will be
able to realize its assets at the amounts recorded and discharge
its liabilities in the normal course of business in the
foreseeable future. The Company has incurred operating losses
over the past three years. On December 5, 2002, the Company
borrowed US$3.3 million (before fees and expenses) through the
issuance of a note payable, originally due March 5, 2003 and
subsequently extended to April 30, 2003. At present, Zi has not
arranged replacement financing to repay the note and there can
be no assurance that Zi will be successful in its efforts to
complete such refinancing. On December 6, 2002, the Company
settled a judgment in favor of Tegic Communications Inc., a
division of AOL Time Warner. Under the terms of the settlement
agreement, the Company, among other things, is obliged to pay a
further US$1.5 million comprised of three installments between
June 2003 and January 2004.

Continuing operations are dependent on the Company being able to
refinance its borrowings due April 30, 2003, pay the remaining
installment payments due under the settlement agreement with
AOL, increase revenue and achieve profitability. These financial
statements do not include any adjustments to the amounts and
classifications of assets and liabilities that may be necessary
should the Company be unable to pay the remaining installment
payments due under the terms of the settlement agreement with
AOL, raise additional capital to meet the repayment of the note
payable, increase revenue and continue as a going concern.


* Meetings, Conferences and Seminars
------------------------------------
May 14, 2003
   NEW YORK INSTITUTE OF CREDIT
      Factoring Panel Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
        Restructuring Troubled Companies
           The Fairmont Hotel Chicago
              Contact: 1-800-726-2524 or fax 903-592-5168 or
                       ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***