TCR_Public/030528.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 28, 2003, Vol. 7, No. 104

                           Headlines

ACTERNA: Court Okays PricewaterhouseCoopers LLP as Accountants
AHOLD: $29 Million of Additional Irregularities Discovered
AIR CANADA: Reaches Tentative Restructuring Agreement with CAW
AIR CANADA: Restructuring Pact with CAW Covers 7,000 Members
ALGOMA STEEL: Signs Letter of Intent to Sell Seamless Tube Mill

ALGOMA STEEL: Tenaris to Acquire Seamless Tube Mill for C$12.5MM
ALLEGIANCE TELECOM: Wants to Hire Ordinary Course Professionals
AMERICAN COMMERCIAL: Gets Nod to Hire Ernst & Young as Auditors
ANC RENTAL: Wants Court Approval of Supplemental Bank Settlement
ARADYME CORP: Taps H.J. & Associates as Auditor and Inv. Banker

ARMSTRONG: AWI Wants to Expand American Appraisal's Engagement
BASIS100: Debentureholders' Special Meeting Reconvenes on June 5
CALYPTE BIOMEDICAL: Delays Filing of Form 10-Q for First Quarter
CAPITOL COMMUNITIES: Misses Deadline for Filing Fin'l Statements
CARR PHARMACEUTICALS: Case Summary & 20 Unsecured Creditors

CINEMA RIDE: Commences Trading on Pink Sheets Effective Tuesday
CONSECO INC: Enters into Federal Income Tax Sharing Agreement
CONTINENTAL AIRLINES: 12-Yr.-Old Bankruptcy Case Formally Closed
CROWN RESOURCES: Red Ink Continues to Flow in First Quarter 2003
CYPRESS AVIATION: Voluntary Chapter 7 Case Summary

ENRON: Rexam Wants Nod for Recoupment Under Rejected Contract
FLEMING: Asks Court to Establish De Minimis Asset Sale Protocol
GAN VIE COMPAGNIE: A.M. Best Affirms B Public Data Ratings
GEORGIA-PACIFIC: Inks Pact to Acquire Interstate Packaging Plant
HAYES LEMMERZ: Filing New Sr. Unsec. Note Indenture Under Seal

JAZZ PHOTO CORP: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Futures Rep. Hires Covington as Special Counsel
KLEINERT'S: Wants to Obtain Up to $5.2 Million of DIP Financing
LEAP WIRELESS: Court Okays Proposed Key Employee Retention Plan
MAGELLAN HEALTH: Judge Beatty Fixes Bar Dates for Filing Claims

MILACRON: Shareholders Restore 'One Share, One Vote' Principle
MOUNT SINAI MED.: Fitch Affirms BB Rating on Outstanding 4 Bonds
NANTICOKE HOMES: Committee Taps Parente for Financial Advice
NATIONAL CENTURY: Asks Court to Clear SCCI Settlement Agreement
NORTEL NETWORKS: Investor Analysts Conference Being Held Today

NRG ENERGY: Wants to Honor and Pay Workers' Compensation Claims
ORION REFINING: UST Convenes Section 341(a) Meeting on June 18
OXIS INTERNATIONAL: Ability to Continue Operations Uncertain
PENNEXX INC: Court OKs Smithfield Request to Foreclose on Assets
PETCO ANIMAL: Caps Price of 9-Million Share Public Offering

PLANVISTA: Board of Directors Re-Elects Officers of Parent Co.
RANDALL'S ISLAND FAMILY GOLF: Court to Consider Plan on June 17
RECOTON CORP: Auction Sale for Elec. Accessories Assets Tomorrow
RIBAPHARM INC: Shareholders Elect Six Board of Directors Members
SCHWARTZ ELECTRO-OPTICS: Case Summary & 20 Unsecured Creditors

SCIENTIFIC GAMES: Appoints Deloitte & Touche as External Auditor
SERVICE MERCHANDISE: Court OKs Uniden Claim for Voting Purposes
SIMON TRANSPORTATION: Files Liquidating Chapter 11 Plan in Utah
SPECIAL METALS: Seeks Court Nod for Buck Consultants' Employment
SPORTS CLUB CO: Fails to File Form 10-Q for Q1 2003 on Time

STROUDS ACQUISITION: Case Summary & 20 Largest Unsec. Creditors
TCENET INC: Vaughan Armstrong Resigns from Board of Directors
TERADYNE INC: Appoints Michael A. Bradley as Company President
TERRAQUEST ENERGY: March 31 Working Capital Deficit Tops $8 Mil.
TEXAS GAS: Prices Tender Offer for $150 Million of 8.625% Notes

TEXAS GAS: Fitch Upgrades Low-B Senior Unsecured Debt Rating
TROLL COMMS: US Trustee Sets Section 341(a) Meeting for June 25
UNITED AIRLINES: Wants Nod for Global Settlement with GE Capital
UNOVA INC: Appoints Lydia H. Kennard to Board of Directors
USG CORP: Wants Blessing to Obtain $100-Million Letter of Credit

VENUS EXPLORATION: KPMG Resigns as Company's External Auditor
WEIRTON STEEL: Brings-In McGuireWoods LLP as Bankruptcy Counsel
WESTERN INTEGRATED: Wants Solicitation Period Extended to Jul 31
WHEELING: Files Third Amended Plan and Disclosure Statement
WILLIAMS: Initial Purchaser Exercises Option on Conv. Debentures

WINSTAR: Court OKs Ciardi as Chapter 7 Trustee's Special Counsel
WORLDCOM INC: Obtains Approval for Global Crossing Settlement
WRAPADE MACHINE: Case Summary & Largest Unsecured Creditors

* Meetings, Conferences and Seminars

                           *********

ACTERNA: Court Okays PricewaterhouseCoopers LLP as Accountants
--------------------------------------------------------------
At Acterna Corp., and its debtor-affiliates' request, the U..S.
Bankruptcy Court for the Southern District of New York permits
the Debtors to employ PricewaterhouseCoopers LLP as their
accountants in these Chapter 11 cases.

In particular, PwC will provide:

     (a) audits of the Debtors' consolidated financial statements
         as may be required from time to time, and advice in the
         preparation and filing of financial statements and
         disclosure documents required by the Securities and
         Exchange Commission, including Forms 10-K as required by
         applicable law or as requested by the Debtors;

     (b) audits of any benefit plans as may be required by the
         Department of Labor or the Employee Retirement Income
         Security Act, as amended;

     (c) review of the Debtors' unaudited quarterly financial
         statements as required by applicable law or as the
         Debtors request;

     (d) audits of the disposed entities that are required for
         purposes of complying with SEC rules and regulations or
         are requested by the acquirers;

     (e) other related accounting services for the Debtors as may
         be necessary or desirable;

     (f) review of tax returns;

     (g) advice and assistance regarding tax planning issues;

     (h) assistance regarding existing and future IRS
         examinations; and

     (i) any and all other tax assistance as may be requested
         from time to time.

"The Debtors are familiar with the professional standing and
reputation of PwC.  The Debtors understand that PwC has a wealth
of experience in providing accounting, tax and financial
advisory services in restructurings and reorganizations and
enjoys an excellent reputation for services it has rendered in
large and complex Chapter 11 cases on behalf of debtors and
creditors throughout the United States," Acterna Chief Financial
Officer and Senior Vice President John D. Ratliff says.

Mr. Ratliff points out that the audit and non-audit services to
be performed by PwC are necessary to enable the Debtors to
effectively operate their businesses and comply with financial
reporting requirements.  According to Mr. Ratliff, effective
audit services will assist the Debtors in:

    (i) managing their strategic, operational, financial and
        compliance risk;

   (ii) developing and monitoring controls designed to support
        the accurate generation and reporting of financial
        numbers, both externally and internally;

  (iii) developing controls to ensure compliance with applicable
        laws, regulations and internal policies and procedures;

   (iv) identifying and improving inefficient or ineffective
        processes and controls throughout the entire
        organization; and

    (v) developing and testing controls designed to support the
        accurate generation of appropriate disclosure material in
        furtherance of the Debtors' compliance with Section 404
        of the Sarbanes-Oxley Act of 2002.

The Debtors are authorized to compensate PwC for audit and
quarterly review services pursuant to the terms and conditions
of the engagement letter dated February 2, 2003.  The Debtors
and PwC have agreed to a fee estimated at $1,208,000 for the
audit of the Debtors' financial statements for the year ended
March 31, 2003 and an additional $360,000 estimated for the
related quarterly reviews.

The Debtors will compensate PwC for audit services of da Vinci
Systems Corporation, one of their principal business segments,
pursuant to the terms and conditions of an engagement letter
dated May 1, 2003.  The Debtors and PwC have agreed to a fee
estimated at $155,000 for the audit of da Vinci's financial
statements for the year end March 31, 2001, 2002, and 2003.

The Debtors will also pay PwC for its reasonable expenses.

Pursuant to the terms of the da Vinci Engagement Letter, PwC
will bill the Debtors for fees related to the da Vinci audit as:

                    Payment Date           Amount
                    ------------           ------
                    May 19, 2003          $77,500
                    June 2, 2003           77,500

To date, $1,127,200 has been paid pursuant to the Engagement
Letter.  Mr. Ratliff reports that $440,800 is owed and will be
paid postpetition, along with related out-of pocket expenses,
for postpetition audit services.  PwC's fees for the services
are:

                    Payment Date           Amount
                    ------------           ------
                    May 15, 2003         $180,000
                    May 31, 2003          180,000
                    June 30, 2003          80,800

Other audit and non-audit services, as may be requested by the
Debtors, will be billed on a time and material basis.

The customary hourly rates charged by PwC's personnel
anticipated to be assigned to this case are:

       Professional                                Rate
       ------------                                ----
       Audit and Accounting Services:
          Audit Partner                         $445 - 500
          EDP Audit Partner                      500 - 575
          Audit Manager/Senior Manager           290 - 390
          EDP Audit Manager/Senior Manager       310 - 460
          Audit Associate/Senior Associate       140 - 210
          EDP Audit Associate/Senior Associate   170 - 290

       Tax Services:
          Partner                                550 - 630
          Manager/Senior Manager                 405 - 560
          Associate/Senior Associate             210 - 315

PwC Partner William Bishop assures the Court that the firm has
no connection with the Debtors, its creditors or other parties-
in-interest in this case and does not hold any interest adverse
to the Debtors' estates.  PwC, Mr. Bishop says, is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code. (Acterna Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AHOLD: $29 Million of Additional Irregularities Discovered
----------------------------------------------------------
Ahold announced that its syndicate of banks has agreed to extend
the deadlines for the provision of audited 2002 financial
statements for Stop & Shop from May 31, 2003 to June 30, 2003
and audited 2002 consolidated financial statements for Ahold
from June 30, 2003 to August 15, 2003. The Albert Heijn audited
2002 financial statements are to be provided no later than
June 2, 2003.

The USD 915 million unsecured tranche of the Euro 2.65 billion
credit facility announced on March 5, 2003, will remain
available subject to the satisfaction of various conditions,
including delivery of the 2002 audited financial statements on
or before the new dates specified. In any event, based on the
company's current cashflow projections, Ahold does not foresee
the need for any drawings on the unsecured tranche prior to
August 15, 2003. The deadline extensions under the facility
confirm the company's continued access to sufficient liquidity
notwithstanding the later than anticipated delivery of accounts.

The audit of Stop & Shop's 2002 financial statements is far
along, but delays have occurred in particular with regard to
accounting implications of treating Stop & Shop on a standalone
basis. As a result, more time is required to complete the audit.

With respect to the audit of Ahold's 2002 consolidated financial
statements, Deloitte & Touche confirmed that an important
condition for resuming the audit was the completion of several
internal investigations (or completion of certain identified key
steps of such investigations) at U.S. Foodservice and at various
operating and joint venture companies, all of which have been
initiated by Ahold. Deloitte & Touche noted that, while
important progress had been made in these investigations,
various delays in the completion of these investigations had
placed the resumption of important parts of the audit some four
to six weeks behind schedule. The auditors did not provide any
indication of the expected timing for the completion of the
audit of the 2002 financial statements, but did give assurances
of their commitment to an effective audit process once the
conditions for resumption have been met.

             $29 Million of Additional Irregularities

Ahold also today announced that internal forensic accounting
investigations at 14 of its operating and joint venture
companies were substantially complete and expected the
investigations at the remaining three entities to be completed
within the next two weeks. Based on the information received to
date, intentional accounting irregularities involving earnings
management and misapplications of generally accepted accounting
principles were found, principally at the Tops Markets U.S.
subsidiary. The amount of these accounting irregularities is
approximately USD 29 million, which will require adjustments to
reduce Ahold's pre-tax earnings.

The investigations completed thus far have also preliminarily
identified or confirmed various accounting issues and internal
control weaknesses. Management is studying the findings to
assess whether additional adjustments may be required to correct
any accounting errors that may affect results of operations and
to identify needed improvements in controls and procedures at
the relevant companies.

The adjustments referred to above exclude those required by the
overstatement of pre-tax earnings at U.S. Foodservice as
announced on May 8, 2003, adjustments that may be required at
Disco with respect to the investigation underway there, and
adjustments due to Ahold's decision to consolidate its joint
ventures on the equity method.

The separate internal investigation at Disco in Argentina is
expected to be completed shortly. Ahold is currently discussing
with its local auditor, Ernst & Young, issues with respect to
the resumption of the audit at Disco.

Once all the investigations are completed, the company intends
to review all findings with the audit committee to determine the
necessary accounting adjustments. Ahold will also determine what
steps must be taken to strengthen internal controls, to
eliminate any improper accounting practices and to take whatever
remedial actions are deemed necessary.

                           *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its long-term corporate credit rating on Netherlands-
based food retailer and food service distributor Ahold
Koninklijke N.V. to 'BB-' from 'BB+', following the announcement
by the group that accounting irregularities at its U.S.
Foodservice arm were materially larger than expected.

In addition, the senior unsecured debt ratings on Ahold were
lowered to 'B+' from 'BB+', reflecting structural subordination.
At the same time, Standard & Poor's affirmed its 'B' short-term
rating on the group.


AIR CANADA: Reaches Tentative Restructuring Agreement with CAW
--------------------------------------------------------------
Air Canada has reached a breakthrough tentative agreement
earlier with the CAW Airline Division, representing 6,000
customer sales and service agents and crew schedulers at the
mainline carrier.

"The process established by Justice Winkler has gathered
significant momentum," said Robert Milton, President and Chief
Executive Officer. "With the CAW agreement following on
tentative agreements reached with two unions at Air Canada Jazz
on Saturday, we have achieved $210 million of annual cost
reductions from unionized labor groups relating to Air Canada's
restructuring under CCAA. I commend the CAW leadership for their
decisive action under very trying circumstances. The successful
outcome achieved under the guidance of Justice Winkler
represents a very significant step in ensuring the airline's
survival," said Mr. Milton.

The cost reductions provided in the CAW agreement were reached
primarily through productivity improvements including workforce
reduction and wage rollbacks. The agreement is subject to
ratification by union membership.

The company has agreed that pension benefits will be unaffected.

Additionally progress has been made in discussions with the
International Association of Machinists and Aerospace Workers
representing Air Canada's 11,000 machinists, CUPE representing
6,700 flight attendants and CALDA representing the airline's 100
flight dispatchers.

Mr. Justice Warren Winkler was appointed on May 9, 2003 by Mr.
Justice James Farley of the Ontario Superior Court of Justice to
facilitate Air Canada's labor cost restructuring under CCAA. On
May 21, at Justice Winkler's request, Air Canada presented
comprehensive proposals to its unions outlining the specific
cost reductions required by each labor group at Air Canada and
Air Canada Jazz. In order to accelerate the restructuring
process, Justice Winkler has set 5:00 p.m. E.S.T. May 27 as a
deadline for the company and its unions to reach negotiated
agreements.


AIR CANADA: Restructuring Pact with CAW Covers 7,000 Members
------------------------------------------------------------
With Air Canada bordering on liquidation, the Canadian Auto
Workers union and Air Canada reached a deal covering 7,000
members at 4:00 a.m., Monday May 26.

The deal is another step for Air Canada in the restructuring of
the national airline. The deal has not come without economic
pain for the workers, their families and the communities they
live in.


ALGOMA STEEL: Signs Letter of Intent to Sell Seamless Tube Mill
---------------------------------------------------------------
Algoma Steel Inc., has signed a letter of intent with Algoma
Tubes, Inc., a Canadian subsidiary of Tenaris SA, relating to
the sale of tube manufacturing facilities located in Sault Ste.
Marie and currently leased to Algoma Tubes, Inc. The sale for
$12.5 million Canadian is scheduled to be completed by year-end
but remains subject to a number of conditions and approvals.

This sale is part of Algoma's program to reduce debt and improve
liquidity. Algoma expects to realize a total of about $15
million from the disposition of surplus assets in 2003.

Algoma Steel Inc. is an integrated steel producer based in Sault
Ste. Marie, Ontario. Revenues are derived primarily from the
manufacture and sale of rolled steel products, including hot and
cold rolled sheet and plate.


ALGOMA STEEL: Tenaris to Acquire Seamless Tube Mill for C$12.5MM
----------------------------------------------------------------
Tenaris S.A. (NYSE:TS) (Buenos Aires:TS) (BMV:TS) (MTA
Italy:TEN), has signed a letter of intent with Algoma Steel Inc.
(TSE:AGA) relating to the purchase of the land and manufacturing
facilities currently leased by its Canadian operating
subsidiary, Algoma Tubes Inc., for the price of $12.5 million
Canadian.

The purchase, which is scheduled to be completed by the end of
this year, remains subject to a number of conditions including
the conclusion of an agreement with the United Steelworkers of
America union and various Canadian governmental approvals.

Tenaris is a leading global manufacturer of seamless steel pipe
products and provider of pipe handling, stocking and
distribution services to the oil and gas, energy and mechanical
industries and a leading regional supplier of welded steel pipes
for gas pipelines in South America. Organized in Luxembourg, we
have pipe manufacturing facilities in Argentina, Brazil, Canada,
Italy, Japan, Mexico and Venezuela and a network of customer
service centers present in over 20 countries worldwide.

Algoma Steel Inc.'s 11.00% bonds due 2009 (AGA09CAR1) are
trading at about 74 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGA09CAR1for
real-time bond pricing.


ALLEGIANCE TELECOM: Wants to Hire Ordinary Course Professionals
---------------------------------------------------------------
Allegiance Telecom, Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the Southern
District of New York to continue employing professionals to
which management turns in the ordinary course of their
businesses without the submission of separate employment
applications and affidavits and the issuance of separate
retention orders for each individual professional.

The Debtors also request authority to pay to each Ordinary
Course Professional's 100% of fees and disbursements incurred
each month, following submission of appropriate invoices setting
forth in reasonable detail the nature of the services rendered
and disbursements actually incurred; provided, however, that
each professional's fees shall not exceed a total of $30,000 per
month or $500,000 in the aggregate in the Debtors' chapter 11
cases.

In addition to attorneys, the Debtors employ certain
professionals that provide the Debtors with tax consulting,
benefits consulting and other similar services.

The Debtors desire to continue to employ the Ordinary Course
Professionals to render many of the services to their estates
similar to those services rendered prior to the Commencement
Date.  These Ordinary Course Professionals render a wide range
of services for the Debtors that impact the Debtors' day-to-day
operations. It is essential that the employment of the Ordinary
Course Professionals, majority are already familiar with the
Debtors' operations and business affairs, continue on an ongoing
and uninterrupted basis to avoid disruption of the Debtors' day-
to-day business operations.

The Debtors argue that this will save the Debtors' estates the
substantial expense associated with applying separately for the
employment of each professional. Further, it will avoid the
incurrence of additional fees pertaining to preparing and
prosecuting interim fee applications together with the review
process by other parties in interest.

Allegiance Telecom, Inc., is a holding company with subsidiaries
operating in 36 major metropolitan areas in the U.S. who provide
a package of telecommunications services, including local, long
distance, international calling, high-speed data transmission
and Internet services and customer premise communications
equipment sales and maintenance services.  The Debtors filed for
chapter 11 protection on May 14, 2003 (Bankr. S.D.N.Y. Case No.
03-13057).  Jonathan S. Henes, Esq., and Matthew Allen Cantor,
Esq., at Kirkland & Ellis represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $1,441,218,000 in total assets and
$1,397,494,000 in total debts.


AMERICAN COMMERCIAL: Gets Nod to Hire Ernst & Young as Auditors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
approved American Commercial Lines, LLC and its
debtor-affiliates' request to hire Ernst & Young LLP as their
Accountants, Auditors and Tax Services Providers.

The Debtors are familiar with the professional standing and
reputation of Ernst & Young. The Debtors understand that Ernst &
Young has a vast amount of experience in providing accounting,
tax and financial advisory services in restructurings and
reorganizations and enjoys an excellent reputation for services
it has rendered in other chapter 11 cases on behalf of debtors
and creditors throughout the United States.

Ernst & Young will provide such accounting, auditing and tax
compliance and advisory services in order to advise the Debtors'
in the course of these chapter 11 cases, including:

      a) working with the Debtors' personnel in developing an
         understanding of the business objectives related to the
         Debtors' chapter 11 filing, including understanding
         reorganization and/or restructuring alternatives the
         Debtors are evaluating;

      b) preparing and/or reviewing tax analyses, supporting
         computations, recommendations, conclusions and
         correspondence related to bankruptcy tax issues,
         proposed restructuring and/or liquidation alternatives
         including, but not limited to, the sale of stock and/or
         assets, and other ancillary tax matters;

      c) assisting and advising the Debtors in their bankruptcy
         restructuring objectives and post-bankruptcy operations
         by assisting in the determination of the optimal tax
         manner to achieve objectives, including, as needed,
         research and analysis of Internal Revenue Code sections,
         treasury regulations, case law and other relevant tax
         authority which could be applied to business valuation
         or restructuring models;

      d) preparing and/or reviewing tax analyses, supporting
         computations; recommendations, and correspondence
         related to state and local tax jurisdictions, to include
         income taxes, franchise and capital taxes, real
         property, personal property and intangible property
         taxes, sales and use taxes, employment related taxes,
         gross receipt taxes, severance taxes, and other taxes
         levied by such jurisdictions on the Debtors' business,
         as well as the application of enterprise zone benefits,
         abatements, credits, refunds and like scenarios made
         available by such jurisdictions;

      e) assistance with federal, state and local tax audits,
         notices and inquiries; and

      f) analysis and assistance with respect to federal, state
         and local tax planning issues and opportunities of the
         Debtors not separately stated above and tax accounting
         assistance in that regard.

The fees for these services will be based on Ernst & Young's
standard hourly rates:

           Partners and Principals      $541-774 per hour
           Senior Manager               $491-600 per hour
           Manager                      $368-484 per hour
           Senior                       $249-300 per hour
           Staff                        $ 80-202 per hour

The Debtors also have requested and Ernst & Young has agreed to
provide expatriate tax services, including:

      a) assisting with and preparing US Federal tax returns for
         participants;

      b) assisting with and preparing US state and local tax
         returns for participants;

      c) assisting with and preparing host country tax returns
         for participants; and

      d) analysis of US tax reimbursement and equalization for
         participations and preparation of tax equalization
         documents.

The fees for expatriate tax services will be based on a flat,
per-participant rate for each service, plus expenses:

                                           Fee per Participant
                                           ------------------
   US Federal Personal Income Tax Return    $1,750 to $2,250
   US State Personal Income Tax Return        $600 to $700
   US Local Personal Income Tax Return        $350 to $450
   Host Country Personal Income Tax Return  $1,750 to $2,250
   Tax Reimbursement/Equalization Calc      $1,450 to $1,700
   Hypothetical Tax Withholding Calc          $700 to $850

Additionally, the Debtors will retain Ernst & Young to audit and
report on the consolidated financial statements of the Debtors
for the year ending December 27, 2002, and to review the
Debtors' unaudited quarterly information before the Debtors file
Form 10-Q.  Ernst & Young will also audit and report on the
financial statements and supplemental schedules of the Jeffboat
Hourly Employess 401(k) Plan for the year ended December31,
2002.

Ernst & Young's postpetition fees for:

      i) completing the consolidated audit of American Commercial
         Lines LLC for the year ended December 27, 2002 is
         $50,000, plus reimbursement of expenses

     ii) the audit of a Debtor's employee benefit plan for the
         year ended December 31, 2002 is $14,500, plus
         reimbursement of expenses

    iii) each quarterly review shall be a flat fee of $25,000 per
         quarterly review, plus reimbursement of expenses.

Lastly, Ernst & Young's fees for any other special audit-related
projects will be based on hourly rates ranging from:

           Partners and Principals      $500-600 per hour
           Senior Manager               $360-490 per hour
           Manager                      $275-325 per hour
           Senior                       $195-250 per hour
           Staff                        $130-150 per hour

Steven C. Olson assures the Court that Personnel with lower
billing rates will be used to the extent possible.

American Commercial Lines LLC, an integrated marine
transportation and service company transporting more than 70
million tons of freight annually using 5,000 barges and 200
towboats in North and South American inland waterways, filed for
chapter 11 protection on January 31, 2003 (Bankr. S.D. Ind. Case
No. 03-90305).  American Commercial is a wholly owned subsidiary
of Danielson Holding Corporation (Amex: DHC).  Suzette E.
Bewley, Esq., at Baker & Daniels represents the Debtors in their
restructuring efforts.  As of September 27, 2002, the Debtors
listed total assets of $838,878,000 and total debts of
$770,217,000.


ANC RENTAL: Wants Court Approval of Supplemental Bank Settlement
----------------------------------------------------------------
Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, recounts that on February 14, 2003, ANC Rental
Corporation and its debtor-affiliates filed a motion seeking
authority to enter into a debtor-in-possession financing
agreement.  Three of the Supplemental Lenders, Bank of Tokyo-
Mitsubishi Trust Company, Fleet Capital Corp. and Provident Bank
filed an objection to the DIP financing.  Shortly thereafter,
the Objecting Banks joined in the efforts of the Borrowing Base
Lenders and began taking discovery in connection with their
objection.

Although the Debtors believed that they would ultimately prevail
on the DIP financing motion over the Objecting Banks' objection,
in order to avoid the expense of extended discovery and the
potential for delay in approval of the DIP financing if there
was protracted litigation, they engaged in negotiations with the
Objecting Banks to settle their objection.  On March 6, 2003,
the Debtors and the Supplemental Lenders entered into the
Settlement. The Debtors believed the Settlement to be in the
best interest of the estates and their creditors because it
allowed the Debtors to enter, without delay, into certain
postpetition financings, including the Loan and Security
Agreement, dated as of March 19, 2003, among the Debtors and
DaimlerChrysler.

On March 19, 2003, Ms. Fatell states that that the Court entered
the Corrected Final Order Authorizing Debtors to obtain
Postpetition Financing, grant liens and priority administrative
expense status and modify the automatic stay, which among other
things, set forth the terms of the Debtors' settlement with the
Supplemental Lenders.  The Final DIP Order provided that the
Debtors would move the Court for an order authorizing the
Debtors, after confirmation of a plan of reorganization, other
than a "Stand Alone Plan," to pay in full all the pre- and
postpetition obligations, liabilities and indebtedness due the
Supplemental Lenders pursuant to their prepetition agreements
with the Debtors and the Cash Collateral Orders, subject to the
STS Approval Order.  The Final DIP Order provided that the
Debtors would make a motion seeking approval of that portion of
the Supplemental Settlement.

Accordingly, the Debtors sought and obtained approval of the
Settlement and authorization to implement the Plan Payout
Provision, subject to the protections granted to Liberty Mutual
Insurance Company in the Corrected and Final Order authorizing
the Debtors to obtain further Postpetition Surety Bonding From
Liberty Mutual Insurance Company and providing for additional
Collateral dated March 19, 2003.

On February 14, 2003, Ms. Fatell reports that the Debtors filed
their Motion for entry of an Order authorizing Debtors to obtain
Postpetition Financing, grant liens and priority administrative
expense status and modify the automatic stay and approve use of
Cash Collateral through the Debtors Chapter 11 Cases and
granting replacement liens and adequate protection.  On
February 27 2003, the Objecting Banks filed their Joint
Objection to Debtors' Motion, under which they engaged in
extensive discovery.  On February 28, 2003, the Debtors filed
their Partially Amended Motion.

Following the settlement entered into by the Debtors and
Congress dated March 5, 2003, Ms. Fatell relates that the
Debtors and the Objecting Banks, after an arms-length and good
faith negotiations, and in consultation with the other Secured
Lenders and the Official Committee of Unsecured Creditors,
agreed to terms settling their disputes and entered into a
settlement agreement dated March 6, 2003.  Pursuant to the
Settlement, the remaining depositions were cancelled and the
Objecting Banks agreed to withdraw their objection.  The
Settlement provides for, among other things, adequate protection
payments to the Supplemental Lenders and certain collateral
carve-outs from the Chrysler Priming Liens.

However, at the March 7, 2003 hearing, after informing this
Court of the terms of the Congress Settlement and the
Supplemental Settlement, the Court expressed concern as to
whether the Plan Payout Provision could be approved in
connection with the resolution of an objection to the DIP Motion
rather than as a separate Rule 9019 motion.  To address the
Court's concerns, certain provisions of the Settlement were
incorporated into the Final DIP Order.  The terms of the
Settlement were approved by and incorporated into the Final DIP
Order, pursuant to which the Debtors, the Objecting Banks, the
Secured Lenders and the Committee agreed to the Plan Payout
Provision.

"Because the Debtors and the Objecting Banks settled their
disputes, the Debtors were able to avoid the cost and expense of
further litigation with the Objecting Banks and were able to
avoid any potential delay in the Debtors' ability to obtain much
needed postpetition financing," Ms. Fatell says. (ANC Rental
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ARADYME CORP: Taps H.J. & Associates as Auditor and Inv. Banker
---------------------------------------------------------------
Aradyme Corp. (OTCBB:ADYE) announced that as a result of their
recent reorganization, the company's new board of directors has
engaged H.J. and Associates, with office in Salt Lake City,
Utah, as the company's auditing firm.

The board's decision was based on the relationship and
understanding of Aradyme's business that H.J. has acquired over
the last two years. H.J. and Associates has been the auditor for
Aradyme's wholly owned subsidiary, Aradyme Development Corp.
There were no other issues relative to the decision to change
the auditing firm.

Pursuant to previous shareholder action the board is moving
forward to increase authorized shares of common stock from
20,000,000 to 50,000,000 shares, in anticipation of continuing
its activities of raising funding, starting with a private
placement of up to $5,000,000. The company is working with Bond
Capital Management out of Los Angeles, California to manage the
company's investment banking needs.

This additional funding will allow the company to move forward
with its sales and marketing activities to help the company
reach its projected sales growth, and hire additional
fulfillment staff to assist in the completion of existing and
pending contracts. It is anticipated that this funding will
allow the company to reach its projected revenue and achieve
profitability in the next twelve months based on current
business operations.

Bond Capital Management, Inc. delivers innovative capital
raising, financing and strategic advisory services. In the
private and public markets, Bond Capital raises debt and equity
funding, initiates, structures and negotiates mergers,
acquisitions and divestitures.

Aradyme Development Corp. is a "Next Generation" database
platform company. It develops and distributes integrated
software solutions that help companies manage and grow their
businesses. It uses proprietary technology to rapidly build
integrated database applications in a drag-and-drop environment
that are more powerful, flexible and yet more affordable than
today's leading alternatives. Aradyme-based solutions remain
flexible to real-time additions, modifications and changes,
allowing applications to continually evolve real-time with
business processes. Aradyme is currently involved in custom
application development in a variety of business sectors and
markets.

                          *     *     *

Aradyme, a development-stage company, had $30,148 in revenue for
the fiscal year ended September 30, 2002, and had an
accumulated loss of $891,200 for the year ended  September  30,
2002, and $1,109,980 for the period from inception through
September 30, 2002. For the quarter ended December 31, 2002,
Aradyme reported revenue of $15,995 and a loss of $215,937,  for
an accumulated loss of $1,325,917 from inception through
December 31, 2002. As of December 31, 2002, Aradyme had
stockholders' equity (deficit) of ($124,041).  The auditors'
report for the year ended September 30, 2002, contained an
explanatory paragraph regarding the ability of aradyme to
continue as a going concern.

Since inception, Aradyme has relied on proceeds from the sale of
securities to fund its activities. From inception through
December 31, 2002, Aradyme had required an aggregate of
$1,171,000 in cash to fund its operating activities and $23,000
to fund its investing activities, all of which was provided by
the $1,238,000 received from financing activities, including
approximately $1,139,000 in net proceeds from the sale of common
and preferred stock and approximately $126,000 net advances from
a related party.

Aradyme estimates that it will require approximately $2.0
million in cash to fund its activities through December 31,
2003, which it will seek to obtain principally through the sale
of securities.  Aradyme has no commitment from any person to
acquire all or any of such securities or to provide funding
through any other mechanism.  Aradyme expects that additional
capital will be required in 2004 if it is unable to generate
sufficient revenues from commercialization of the Aradyme DBMS.


ARMSTRONG: AWI Wants to Expand American Appraisal's Engagement
--------------------------------------------------------------
To comply with its financial reporting requirements for fresh
start accounting in accordance with SOP 90-7, Financial
Reporting by Entities in Reorganization under the Bankruptcy
Code, Armstrong World Industries must conduct valuation studies
on additional domestic and international real and personal
leased property not included in American Appraisal Associates,
Inc.'s initial engagement.

AAA was initially engaged to perform an independent valuation to
adjust the corporate books prepared by United States' Generally
Accepted Accounting Principles to reflect the fair value of
AWI's acquired tangible and intangible assets for the purposes
of performing "fresh start" accounting required to be performed
by AWI upon its emergence from Chapter 11.

As a result of AAA's valuation findings during Phase 1 of the
engagement, AWI determined that a broader sampling of valuation
studies, including certain AWI facilities that are more unique
in nature -- i.e., metal ceilings and carpet plants -- is
warranted to ensure a more reliable valuation.

Moreover, AWI must perform valuation studies of its personal
property to ascertain certain costs to assist its insurance/risk
management procedures.  Current insurance procedures estimate
the value of AWI's personal property based upon decades-old
indices.  A more accurate insurable value of AWI's assets can be
obtained by extending AAA's work to include preparing current
estimates of value that can be used for insurance and risk
management purposes.

Thus, AWI seeks the Court's authority to expand the scope of
AAA's employment.

According to Rebecca L. Booth, Esq., at Richards Layton &
Finger, in Wilmington, Delaware, the supplemental valuation
services may include providing AWI with:

         (i) additional independent valuation reports for certain
             AWI domestic and international sites not included in
             the initial engagement, and

        (ii) an independent valuation of CRN of AWI's buildings,
             equipment, fixtures and other personal property
             assets currently in use and included with AAA's
             fresh start accounting appraisal to assist AWI with
             its insurance and risk management procedures.

The Debtors and AAA assure Judge Newsome that this expansion of
the scope of AAA's employment will not duplicate the work that
has been or will be performed by other professionals already, or
to be, retained by AWI.

AAA's fees for the completion of this expanded engagement are
estimated to be between $130,000 to $150,000 plus expenses,
bringing the total amended fee for completion of Phase II
valuation services between $540,000 to $560,000, plus expenses.
AAA's fees are not contingent on the outcome of its valuation of
AWI's assets.

Michael Rathbone reports that AAA continues to be a
"disinterested person", which neither holds nor represents any
interest adverse to the Debtors in these matters. (Armstrong
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BASIS100: Debentureholders' Special Meeting Reconvenes on June 5
----------------------------------------------------------------
Basis100 (TSX: BAS), a business solutions provider for the
mortgage lending marketplace, will hold its Special Meeting
of Debentureholders on June 5 at 9:00 a.m. at Basis100's office,
located at 33 Yonge Street, Suite 900 in Toronto.

This meeting was originally scheduled for May 15, but was
adjourned because a quorum was not present. Quorum for the
reconvened meeting will be the debentureholders present in
person or by proxy.

The record date for the Adjourned Meeting is April 8, 2003.
Registered debentureholders as of that date may vote in person
or via proxy. Those wishing to vote via proxy may do so by
executing their proxy form and depositing it with CIBC Mellon
Trust Company by 5:00 pm (Toronto time) on June 3, 2003. Proxies
can be faxed in to 416-368-2502. Non-registered debentureholders
as of the record date wanting to vote in person at the meeting
are to have their proxy forms certified by their nominee brokers
prior to the meeting.

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.


CALYPTE BIOMEDICAL: Delays Filing of Form 10-Q for First Quarter
----------------------------------------------------------------
Calypte Biomedical Corporation is still awaiting documentation
in order to properly prepare a complete and accurate Form 10-Q
financial information for filing with the SEC. The Company has
been unable to receive this data in a timely manner without
unreasonable effort and expense. For the foregoing reasons, the
Company requires additional time in order to prepare and file
its quarterly report on Form 10-Q for the quarter ended
March 31, 2003.  Calypte anticipates that it will have all
necessary information required to complete and file its Form 10-
Q within a short period of time.

Revenues for the first quarter of 2003 totaled $784,000,
compared with $1,159,000 for the comparable period in 2002. The
net loss attributable to common stockholders for the first
quarter of 2003 was $6,374,000 compared with a net loss
attributable to common stockholders of $678,000 for the three
months ended March 31, 2002. The net loss for the first quarter
of 2003 included $3,587,000 in non-cash charges that were
related to the grants of common stock and options and warrants
as compensation for services and non-cash interest expense
related primarily to the accounting for Calypte's convertible
debt financing instruments.  During the quarter ended March 31,
2002, non-cash charges and credits were a net credit of
$1,292,000, related primarily to the gain on settlement of debt.

The change in revenue from the quarter ended March 31, 2002 as
compared to the quarter ended March 31, 2003 can be attributed
in part to the announcement made by Calypte last fiscal year of
its intention to wind down its operations. In anticipation of
the wind down last year, many of the Company's customers in turn
increased their order rates as a contingency in the event of a
cessation of Calypte's operations and non-availability of its
products.  The Company subsequently restarted its operations and
the post-restart revenue for quarter ended March 31, 2003 did
not reflect the uncharacteristically higher order rate reflected
in the March 31, 2002 revenues.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $6 million, and a total shareholders'
equity deficit of about $8 million.

Calypte Biomedical Corporation is a health care company
dedicated to the development and commercialization of urine-
based diagnostic products and services for Human
Immunodeficiency Virus Type 1 (HIV-1),  sexually transmitted
diseases and other chronic illnesses.  The Company's tests
include the screening enzyme immunoassay (EIA) and supplemental
Western Blot tests, the only two FDA-licensed HIV-1 antibody
tests that can be used on urine samples. The Company believes
that accurate, non-invasive urine-based testing methods for HIV
and other chronic diseases make important  contributions to
public health by helping to foster an environment in which
testing may be done safely, economically, and painlessly.


CAPITOL COMMUNITIES: Misses Deadline for Filing Fin'l Statements
----------------------------------------------------------------
Capitol Communities Corporation has not timely filed its current
financial information with the SEC because it is in the process
of consolidating its financial accounting department to its new
principal place of  business located in Boca Raton, Florida.

The Company anticipates a loss of approximately $1,000,000 for
the six months ended March 31, 2003,  compared to a net income
of $2,249,078 for the six months ended March 31, 2002. The loss
is primarily the result of the dissolution of an interest the
Company held in a limited liability company.

Capitol Communities Corporation, through its subsidiary, owns
approximately 1,000 acres of residential property in the master
planned community of Maumelle, Arkansas. Maumelle is a planned
city with about 12,000 residents. It is located directly across
the Arkansas River from Little Rock. Maumelle contains a full
complement of industrial and commercial development, parks,
lakes, green belts, jogging trails, and other lifestyle
amenities.

                          *   *   *

As previously reported in the Sept. 12, 2002, edition of the
Troubled Company Reporter, Capitol Communities Corporation (OTC
Bulletin Board: CPCY) announced the United States Bankruptcy
Court for the Eastern District of Arkansas, Little Rock Division
dismissed the Chapter 11 filing of its wholly owned subsidiary,
Capitol Development of Arkansas, Inc.

Capitol Development paid its secured and unaffiliated creditors
instead of filing a plan of reorganization.  The dismissal was
effective September 6, 2002.


CARR PHARMACEUTICALS: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Carr Pharmaceuticals, Inc.
         f/k/a Miza Pharmaceuticals USA, Inc.
         40 Main Street
         Fairton, New Jersey 08320

Bankruptcy Case No.: 03-27366

Type of Business: The Debtor is an affiliate of Miza
                   Pharmaceuticals, Inc., a pharmaceutical
                   contract manufacturing company.

Chapter 11 Petition Date: May 23, 2003

Court: District of New Jersey (Camden)

Debtor's Counsel: Michael G. Menkowitz, Esq.
                   Fox Rothschild LLP
                   997 Lenox Drive, Building Three
                   Princeton Pike Corporate Center
                   Lawrenceville, NJ 08648

                         -and-

                   Magdalena Schardt, Esq.
                   Fox Rothschild LLP
                   2000 Market Street, Tenth Floor
                   Philadelphia, Pennsylvania 19103-3291
                   Telephone: 215-299-2000
                   Fax: 215-299-2150

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Kachkar, Jack, Dr.                                  $1,655,712
445 Grand Bay Drive, Unit 1210
Key Biscayne, FL 33149

IPS                                                   $337,549
2001 Joshua Road
Lafayette Hill, PA 19444

Ciba Vision                                           $289,557
6515 Kitimat Road
Mississauga
ONTARIO L5N 2X5

Andler Plastics, Inc.                                  $90,000

Carrigan, Robert M. Jr.                                $87,786

BayHawk Associates, Inc.                               $54,089

AGI Klearfold                                          $32,800

Ballard, Spahr, Andrews                                $42,000

Bay Colony                                             $45,000

Cintas Corporation                                     $67,333

Connective Power Delivery                              $20,914

Drug Plastics & Glass Co.                              $39,772

EMD Chemicals, Inc.                                    $57,075

Napp Technologies, Inc.                                $32,198

Pall Trincor Corporation                               $46,883

Reed, Sondra                                           $51,918

Roadway Express                                        $44,099

Sullivan & Shuman, P.C.                                $44,133

TCI America                                            $32,193

Technical Traffic                                      $51,539


CINEMA RIDE: Commences Trading on Pink Sheets Effective Tuesday
---------------------------------------------------------------
Cinema Ride, Inc.'s (OTCBB:MOVE) common shares began trading on
the Over the Counter Pink Sheets, effective Tuesday, May 27,
2003. Quotes may be obtained at http://www.pinksheets.comunder
the ticker trading symbol "MOVE."

The Company has not filed with the Securities and Exchange
Commission its Form 10-KSB for the year ended December 31, 2002,
and its Form 10-QSB for the three months ended March 31, 2003.
The Company intends to file the Form 10-KSB by May 30, 2003, and
the Form 10-QSB within three weeks thereafter. Concurrent with
the filing of the Form 10-QSB, the Company intends to
immediately reapply for reinstatement to the OTC Bulletin Board,
which the Company believes will be accepted.

The Company cited several reasons for being late with its
filings. These reasons include new securities counsel, new
auditors, significant new regulations, the new Tickets2Nite
business, and the litigation against the Company's Tickets2Nite
partner that was adjudicated on May 9, 2003. However, no ruling
by the trial court has been issued to date.

Tickets2Nite sells tickets to Las Vegas shows at half-price on
the same day of the performance. Tickets2Nite commenced
operations in early November 2002. The Company's ticket booth is
located adjacent to the giant Coke bottle on the Las Vegas
Strip, and is operated under the name "Coca-Cola Tickets2Nite."
This concept of same day, half-price tickets is a successful,
well-established institution in New York City's Times Square.
Based upon operating results to date, the Company believes that
the Tickets2Nite business venture has the potential to
contribute materially to the Company's future financial results.

In addition to the Company's Tickets2Nite business, Cinema Ride,
Inc. owns and operates motion simulation theater attractions at
The Forum Shops at Caesars Palace in Las Vegas, Nevada, and at
the West Edmonton Mall in Edmonton, Alberta, Canada.

Cinema Ride, Inc.'s September 30, 2002 balance sheet shows a
working capital deficit of about $340,000 and a total
shareholders' equity deficit of about $24,000.


CONSECO INC: Enters into Federal Income Tax Sharing Agreement
-------------------------------------------------------------
On February 4, 1989, the Debtors and its non-debtor affiliates
entered into the Conseco, Inc. & Subsidiaries Consolidated
Federal Income Tax Agreement.  The Agreement governed
coordination of their tax payments and refunds and organized an
intercompany payment structure to assess and share tax
liabilities.

Conseco, Inc., CIHC, Inc., Partners Health Group and CTIHC, Inc.
seek the Court's permission to enter into an Amended and
Restated Tax Sharing Agreement.  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, argues that the New Tax Sharing Agreement
should be effective for the Reorganizing Debtors and their
affiliates. This will implement an almost identical tax
structure to that provided by the Original Agreement, sans the
CFC Debtors.

Mr. Sprayregen tells Judge Doyle that tax sharing agreements are
common among affiliated groups that file consolidated federal
and state tax returns since they assure equitable distribution
of tax gains and losses amongst group members.  It is important
to have a Tax Sharing Agreement in place so as not to distort
the financial accounting and financial statements of the
Reorganizing Debtors.  In particular, auditors for the
Reorganizing Debtors have warned against the transfer of tax
benefits, accruals and other rights within the group.  Accurate
financial statements are extraordinarily important to the
Debtors, their investors, creditors and governmental regulators.
(Conseco Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONTINENTAL AIRLINES: 12-Yr.-Old Bankruptcy Case Formally Closed
----------------------------------------------------------------
The Honorable Mary F. Walrath, sitting in the United States
Bankruptcy Court for the District of Delaware, rules that In re
Continental Airlines, Inc., et al., Bankruptcy Case Nos. 90-932
through 90-984, are officially closed and entered a entered a
Final Decree pursuant to 11 U.S.C. Sec. 350(a) and Rule 3022 of
the Federal Rules of Bankruptcy Procedure.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
advised the Court that all motions, contested matters, and other
proceedings before the Bankruptcy Court have been resolved.
While one appeal to the U.S. District Court for the District of
Delaware (arising in Baldridge v. Continental, Adv. Pro. No. 99-
412) remains open, Continental doesn't believe that will result
in any additional matters coming before the Bankruptcy Court.
All expenses arising from the administration of Continental's
bankruptcy cases have been paid or will be paid. Everything that
the Plan said would be done has been done.

Continental Airlines, Inc., and 52 debtor-affiliates filed for
chapter 11 protection on December 3, 1990. The U.S. Bankruptcy
Court for the District of Delaware confirmed Continental's
chapter 11 plan on April 16, 1993. That Plan was declared
effective on April 27, 1993.  Judge Walrath's Final Decree is
dated May 15, 2003.

Continental Airlines' 11.500% bonds due 2008 (CAL08USR1) are
trading at about 55 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL08USR1for
real-time bond pricing.


CROWN RESOURCES: Red Ink Continues to Flow in First Quarter 2003
----------------------------------------------------------------
Crown Resources Inc. currently has no source of recurring
revenue and anticipates any future recurring revenue would only
occur after the successful development of the Buckhorn Mtn.
Project.  The successful development of the Buckhorn Mtn.
Project is dependent on several factors, many of which are
beyond Company control.  Crown indicates that it cannot provide
any assurance it will be able to successfully permit and develop
the Buckhorn Mtn. Project.

Crown had a net loss of $661,000 for the first quarter of 2003
compared with a loss of $606,000 for the first quarter of 2002.
The increase in the loss was the result of an increase in
general and administrative costs related to non-cash stock
option compensation expense of $416,000 recorded in the first
quarter of 2003 and an increase in interest costs related to the
convertible notes issued during 2002 and 2003.  These increases
were mitigated by a smaller loss at Solitario, which had reduced
exploration expense during the first quarter of 2003 compared to
the first quarter of 2002 and a deferred tax benefit recorded in
the first quarter of 2003.

Total revenues from interest income for the first quarter of
2003 were $5,000 compared with $1,000 for prior year quarter.
An increase in cash balances, related to the Senior Note and
Subordinated B Note financings accounted for the increase.

Crown had no active exploration projects during the first
quarter of 2003 or 2002.  General and administrative expenses
increased to $549,000 during the first quarter of 2003 compared
to $126,000 in the prior year.  The increase was related to a
non-cash charge of $416,000 to compensation expense related to
stock options granted during 2002 that are subject to variable
plan accounting.  Under variable plan accounting, any increase
in the intrinsic value of an option due to changes in the market
value of Crown's common stock are charged to compensation
expense during the period of service (the vesting period) of the
option.  In the event the market value of Crown's stock is
reduced, Crown may record a credit to (reduction of)
compensation expense up to the amount of previously recorded
compensation expense.  There were no charges to compensation
expense in the prior year quarter.

Interest expense was $409,000 for the first quarter of 2003
compared to $280,000 in the first quarter of the prior year. The
interest is related to the newly issued Senior Notes, Secured
Notes, Subordinated Notes and Subordinated B Notes.  All of the
notes accrue interest at the rate of 10% per year.  Crown has
the option to pay the quarterly interest payments in Crown
common stock at the conversion price of $0.35 per share and
$0.2916 per share for the Senior Notes, $0.35 for the Secured
Notes, and $0.75 per share for the Subordinated and Subordinated
B Notes.  During the first quarter of 2003, Crown issued 542,763
shares of common stock, with a market value of $299,000 for
interest on the Senior, Secured and Subordinated Notes, compared
to the issuance during the first quarter of 2002 of 50,160
shares with a market value of $29,000 for interest on the Senior
Notes.  In addition, the Senior Notes were issued at a discount
related to attached warrants and a beneficial conversion
feature.  The Secured Notes were also issued at a discount
related to a beneficial conversion feature. These discounts are
being amortized to interest expense, using the interest method
over the life of the notes. During the first quarter of 2003
Crown recorded $89,000 of interest expense related to the
amortization of the discounts compared to $19,000 in the prior
year quarter. Crown accrued $238,000 in interest expense on the
Debentures during the first quarter of 2002.

Crown recorded $52,000 of equity in loss of unconsolidated
subsidiary, related to Solitario, during the first quarter of
2003 compared to $199,000 during the first quarter of 2002.  The
decrease in the loss from Solitario was the result of
Solitario's reduced exploration expense in the first quarter of
$9,000, compared to $295,000 during 2002.  Solitario
concentrated its exploration activities to the Pedra Branca
project in Brazil, in 2002 and 2003.  In January 2003, Solitario
entered into a joint venture agreement with Anglo American
Platinum Corporation, Ltd., which provides that Anglo will pay
the exploration costs on the project up to $500,000 during the
first six months of the agreement.  In addition Solitario
reduced general and administrative expenses during the first
quarter of 2003 compared to the first quarter of 2002 related to
reductions in staff travel and office expenses.

A deferred tax benefit of $340,000 was recorded during the first
quarter of 2003 related to the losses incurred by Crown during
the quarter.  Prior to the Effective Date, , Crown had provided
a valuation allowance for the excess of its deferred tax assets
over its deferred tax liabilities.  As a result of the Plan, the
availability of Crown's deferred tax assets, consisting
primarily of net operating and capital loss carryforwards were
limited by the provisions of section 382 of the Internal Revenue
Code as a result of a change in control.  The reduction in the
deferred tax asset, coupled with additional deferred tax
liabilities recorded in connection with the discounts to the
Senior Notes and the Secured Notes, has resulted in a net
deferred tax liability of $3,190,000 as of the Effective Date.

                  Liquidity and Capital Resources

Due to the nature of the mining business, the acquisition,
exploration and development of mineral properties require
significant expenditures prior to the commencement of
production. The Company has, in the past, financed its
activities through the sale of debt and equity securities, joint
venture arrangements (including project financing) and the sale
of interests in its properties.  To the extent necessary, it
expects to continue to use similar financing techniques.
Exploration and development activities and funding
opportunities, as well as those of its joint venture partners,
may be materially affected by gold price and mineral commodity
levels and changes in those levels.  The market price of gold
and mineral commodities is determined in world markets and is
affected by numerous factors, many of which are beyond Company
control.

Net cash used in operating activities was $374,000 in the first
quarter of 2003 compared to $145,000 during the first quarter of
2002.  The use of cash included payment of $258,000 of accounts
payable that were reduced to $29,000 at March 31, 2003 from
$287,000 at December 31, 2002.  The large accounts payable at
the end of 2002 related to drilling activity on the Buckhorn
Mtn. Project at the end of last year.

During the three months ended March 31, 2003, Crown spent
$265,000 for net additions to mineral property for costs related
to permitting and maintenance costs at its Buckhorn Mountain
Project compared to $29,000 in the first three months of 2002.
Since Crown emerged from the Bankruptcy its primary focus has
been and will continue to be toward the permitting of the
Buckhorn Mountain Project. Crown has budgeted $1,575,000 for
permitting and development expenditures in 2003 related to the
Buckhorn Mtn. Project. These costs include infill drilling of
the deposit, certain baseline hydrologic studies, engineering
and design work, an updated feasibility study, and work on a
supplemental draft environmental impact statement. Additionally,
the Company will pay certain maintenance and legal expenses to
maintain Crown's interest in the Buckhorn Mtn. Project.  The
development of the Buckhorn Mtn. Project through initial
production is currently estimated to be approximately $91
million (including $21 million in contingency).  Crown will
require significant new financial resources in order to develop
the Buckhorn Mtn. Project, which may be in the form of a joint
venture, project or debt finance, or issuance of equity.  There
is no assurance the Company will be able to obtain the necessary
financial resources on acceptable terms, if at all.

Net cash provided from financing activities increased to
$2,737,000 for the first three months of 2003 compared to
$200,000 for the first quarter of 2002.  Crown issued $2,705,000
in Subordinated B Notes on February 21, 2003.

Cash and cash equivalents amounted to $3,129,000 at March 31,
2003.  These funds are generally invested in short-term
interest-bearing deposits and securities.


CYPRESS AVIATION: Voluntary Chapter 7 Case Summary
--------------------------------------------------
Debtor: Cypress Aviation, Inc.
         3201 Flightline Drive, #301
         Lakeland, Florida 33811

Bankruptcy Case No.: 03-08277

Type of Business: Aircraft maintenance and refurbishment
                   service center

Chapter 7 Petition Date: April 23, 2003

Court: Middle District of Florida, Tampa Division

Debtors' Counsel: Don M. Stichter, Esq.
                   Stichter, Riedel, Blain & Prosser, P.A.
                   110 E. Madison St., #200
                   Tampa, FL 33602
                   Tel: 813-229-0144
                   Fax: 813-229-1811

Estimated Assets: $100,000 to $500,000

Estimated Debts: $100,000 to $500,000


ENRON: Rexam Wants Nod for Recoupment Under Rejected Contract
-------------------------------------------------------------
Rexam Beverage Can Company seeks the Court's authority to
implement its recoupment rights under a rejected agreement.  In
the alternative, Rexam seeks relief from the automatic stay
under Section 362(d)(1) of the Bankruptcy Code to exercise its
set-off rights with respect to a prepetition contract with Enron
Energy Services Inc.

As part of its business, from time to time, Rexam Beverage Can
Company enters into long-term forward contracts for purchase and
delivery of certain commodities -- metals, natural gas,
electricity and other materials -- to its industrial facilities.
On August 31, 2000, RBC and Enron Energy Services Inc. entered
into a Commodity Management Agreement, as amended, for:

     (i) RBC's long-term purchase from EESI of electricity and
         natural gas for 20 of its industrial facilities; and

    (ii) for EESI's performance of certain utility bill
         management services for RBC.

Paul M. Hellegers, Esq., at Meinaker & Herrmann LLP, in New
York, reports that prior to Petition Date, EESI did not satisfy
its obligations to provide RBC complete and accurate billing
management services under the agreement.  On a consistent basis
EESI failed to properly account for billings from third party
utilities and correspondingly erred in calculating pricing for
EESI's invoices to RBC.  In response to EESI's billing errors,
RBC regularly engaged its own personnel to monitor, audit, and
correct EESI's billing errors under the Agreement.

EESI issued to RBC a Billing Services Termination Letter dated
November 30, 2001 informing RBC that, "effective immediately,
EESI is ceasing services as RBC's utility bill manager."  Thus,
on the eve of bankruptcy filing, EESI unilaterally rejected its
continuing obligations to provide billing services, thereby
declaring its prepetition repudiation and breach of its
obligations under Section 4.1 of the Agreement.

Notwithstanding EESI's clear repudiation of its contractual
obligations, Mr. Hellegers points out that in the Billing
Services Termination Letter, EESI attempted to reserve its
rights with respect to "any existing or future accounts
receivable balances" allegedly owed by RBC to EESI for "prior
utility bill management services provided" by EESI.  EESI
subsequently informed RBC that EESI would not pay third-party
utility bills for Commodities that RBC received from third party
utilities on November 27 and November 29, 2002 -- for deliveries
made prior to the Billing Services Termination Letter and prior
to the Petition Date.

After issuing the Billing Services Termination Letter, EESI also
issued notices to various third party utility suppliers
disavowing any further billing management responsibilities for
RBC and directing those suppliers to issue future invoices
directly to RBC.  The effect of these notices has been to
encourage third party suppliers to require RBC to purchase
Commodities directly at prices that are not determined according
to pricing terms of the agreement.

Mr. Hellegers further relates that on or about February 20,
2002, EESI issued a Notice of Rejection of the Agreement.  RBC
did not object to the Rejection Notice.  Pursuant to the
rejection procedures previously established by the Bankruptcy
Court, the Agreement is deemed rejected on the date of the
Rejection Notice.

According to the terms of Section 10.2 of the Agreement, EESI's
rejection of the Agreement entitles RBC, as the non-defaulting
party, to recover from EESI the applicable "RBC Cover Damages."
RBC Cover Damages are calculated based on the aggregate amount
of RBC's damages as a result of the termination of the
Agreement, which are determined by the difference between the
projected prices to be paid by RBC under the Agreement and the
projected prices RBC would be forced to pay under replacement
contract obtained at market terms as of February 20, 2002.

Mr. Hellegers reports that RBC filed on March 3, 2002, a proof
of claim in an undetermined amount for its damages arising from
EESI's rejection of the Agreement.  Thereafter on October 15,
2002, RBC filed an amended proof of claim for $23,631,796 for
rejection damages.  This rejection damage claim is based on the
provisions of the Agreement for calculation of RBC Cover Damages
upon EESI's breach of the Agreement.

On the other hand, EESI issued to RBC invoices asserting that
RBC owes EESI approximately $5,650,000 under the rejected
Agreement:

     Invoice   Invoice    Outstanding
      Date     Number      Balance       Charges       Total
     -------   -------    -----------    -------       -----
    11/27/01  00018AHQ7     $215,222    $3,248,121    $3,463,343
    02/19/02  00018AKKL    3,463,346       330,396     3,793,742
    07/29/02  00018AQ38    3,793,742       562,851     4,356,593
    07/29/02  00018AQ31    4,356,593     1,290,874     5,647,466

RBC disputes the accuracy of the amounts invoiced by EESI,
including the accuracy of the calculations.  As a result, RBC
asserts a claim for $23,631,796 against EESI under the
Agreement, and EESI asserts a claim for $5,647,466 against RBC
under the agreement.  RBC disputes the amount claimed and
invoiced by EESI under the agreement.  EESI may dispute the
amount claimed by RBC as RBC Cover Damages for EESI's rejection
of the Agreement.

Mr. Hellegers asserts that RBC's right to recoup should be
allowed because:

     (a) RBC's claim for damages caused by EESI's rejection of
         the Agreement arise from the same Agreement under which
         EESI issued the Invoices to RBC;

     (b) a recoupment, unlike a set-off, does not require
         mutuality of obligations; and

     (c) recoupment is an equitable, common-law principle that is
         not constrained or governed by the set-off provisions of
         Section 553 of the Bankruptcy Code or the automatic stay
         requirements of Section 362.

Hence, RBC is entitled to assert its recoupment rights as
absolute defenses to EESI's requests for payments under the
Agreement and the Invoices and allowing RBC's claims against
EESI in a reduced amount after deducting the recouped amount.

However, Mr. Hellegers contends that in the event that the
Bankruptcy Court determines that recoupment is not applicable,
RBC is of the opinion that it alternatively is entitled to
relief from stay under Section 363(d)(1) of the Bankruptcy Code
as appropriate to allow it to exercise its set-off rights under
Section 533 of the Bankruptcy Code because the Parties were
acting in the same "capacity or right" when the mutual debts
occurred, and there are no "compelling circumstances" that would
support denying RBC's set-off rights. (Enron Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEMING: Asks Court to Establish De Minimis Asset Sale Protocol
---------------------------------------------------------------
Before the Petition Date, Fleming Companies, Inc., and its
debtor-affiliates routinely and in the ordinary course of
business sold, or, when necessary, abandoned certain obsolete,
excess, burdensome or assets of a de minimis value relative to
the estate's assets in order to efficiently manage their
operations.  These De Minimis Assets include, but are not
limited to, tractors, trailers, furniture, fixtures and other
excess warehouse and supermarket equipment like coolers,
refrigeration compressor systems, shelving, generators and
material handling equipment like stock carts, pallet jacks and
fork lifts.

As the Debtors' Chapter 11 cases progress, J. Richard Hawk,
Director of Fleming's Corporate Finance, tells the Court that
the Debtors will be evaluating their assets and business
locations with the goal of consolidating their operations into
profitable activities and locations.  The Debtors will cease
unprofitable operations to minimize costs and maximize value for
their estates.  As the Debtors continue to make these
operational decisions, the amount of equipment, fixtures and
other incidental assets needed to be sold or disposed of will
undoubtedly increase.  But given the small monetary value of De
Minimis Assets in relation to the magnitude of the Debtors'
overall operations, and considering the relatively high level of
carrying costs associated with many De Minimis Assets, Mr. Hawk
asserts that it would not be an efficient use of resources to
seek Court approval each and every time they have an opportunity
to sell these assets.

In this regard, the Debtors sought and obtained the Court's
permission to implement procedures:

     (a) to sell De Minimis Assets with a selling price of no
         more than $6,500,000 in any individual transaction to a
         single buyer or group of related buyers; and

     (b) to abandon De Minimis Assets to the extent, in their
         judgment, a sale cannot be consummated at a value
         greater than the liquidation expense.

The Debtors will sell De Minimis Assets without further hearing
or Court order.

                    Sale of De Minimis Assets

The Debtors will sell each De Minimis Asset for the highest and
best offer received taking into consideration the exigencies and
circumstances.  The Debtors will abide by these procedures with
respect to the sales:

   -- The Debtors will notify:

        (i) any known affected creditor asserting a Lien on any
            De Minimis Assets subject to a sale;

       (ii) the United States Trustee;

      (iii) counsel for the DIP lenders;

       (iv) counsel for the Unsecured Creditors' Committee;

        (v) the Bankruptcy Court; and

       (vi) all parties that have expressed an interest in
            purchasing the Assets.

      ExxonMobil's counsel, who filed an objection to the
      proposed sale, will also receive notice of any assets sold
      by Debtor Dunigan Fuels, Inc.

      The notice will contain a general description of the De
      Minimis Assets to be sold, any commissions to be paid to
      third parties who would sell or auction the De Minimis
      Assets and the proposed purchase price.

   -- If the purchase price of De Minimis Assets is equal to or
      less than $2,500,000, the Debtors will send a Sale Notice
      to all known affected creditors asserting a Lien on or
      interest in the relevant De Minimis Assets as well as those
      parties that have expressed an interest in purchasing the
      Assets, the Creditors' Committee and the Court.  If none of
      the affected creditors asserting a Lien in the De Minimis
      Assets object to the sale within five business days after
      receiving the Notice, the Debtors will immediately
      consummate the transaction, without further Court order.
      If an objection is received within that period that cannot
      be resolved, the De Minimis Assets will not be sold except
      upon further Court order after a hearing.

   -- For all De Minimis Asset sales with a purchase price
      greater than $2,500,000, but less than $6,500,000, the Sale
      Notice will be given.  If none of the Notice Parties
      receiving the notice objects to the Sale within five
      business days after receiving the Notice, the Debtors will
      immediately consummate the transaction, including making
      any disclosed payments to third-party brokers or
      auctioneers, without further Court order.  If an objection
      is received within that period that cannot be resolved, the
      De Minimis Assets will not be sold except upon further
      Court order after a hearing.

   -- The Debtors will file with the Court a monthly sales report
      for sale transactions between $2,500,000 and $6,500,000.

The Debtors believe that the Sale Procedures satisfy the
requirements of Section 363(f) of the Bankruptcy Code.  If a
holder of a lien, as one of the Sale Notice Parties, receives
the Notice but does not object to the proposed sale within the
five-day period, the Debtors suggest that that holder will be
deemed to have consented to the Sale and the property may be
sold free and clear of that holders' liens.

              Abandonment of De Minimis Assets

Although the Debtors will take all reasonable steps to sell De
Minimis Assets not needed in their ongoing businesses, Mr. Hawk
informs the Court that the costs and lien satisfaction
obligations associated with the sale of certain De Minimis
Assets may exceed the sale proceeds.

The inability to consummate a commercially acceptable sale of De
Minimis Assets indicates that these Assets have no meaningful
monetary value to the estates. In fact, the costs of storing and
maintaining such De Minimis Assets will likely unnecessarily
burden the Debtors' estates.  In those circumstances, the
Debtors propose to abandon the De Minimis Assets to save their
estates from maintenance and storage costs.

The Debtors may abandon certain De Minimis Assets in accordance
with these procedures:

   -- With respect to De Minimis Assets to be abandoned, the
      Debtors will notify:

        (i) any known affected creditor asserting a Lien on any
            De Minimis Assets that will be abandoned;

       (ii) the United States Trustee;

      (iii) counsel for the DIP lenders; and

       (iv) counsel for the Unsecured Creditors' Committee.

      The notice will contain a general description of the De
      Minimis Assets to be abandoned.

   -- If none of the Abandonment Notice Parties objects to the
      abandonment within five business days of receipt of the
      Notice, the Debtors will immediately proceed with the
      abandonment.  If an objection is received within the period
      that cannot be resolved, the De Minimis Asset will not be
      abandoned except upon further Court order after a hearing.
      (Fleming Bankruptcy News, Issue No. 5; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


GAN VIE COMPAGNIE: A.M. Best Affirms B Public Data Ratings
----------------------------------------------------------
A.M. Best Co., the global insurer ratings and information
provider, has affirmed the public data (pd) ratings for eight
Canadian life insurers.

A.M. Best provides rating coverage for a majority of Canadian
life insurers, allowing the greatest rating penetration of any
rating agency in the Canadian market.

A.M. Best uses "pd" ratings to describe the long-term financial
strength of an insurer or reinsurer. A.M. Best uses the same
rating scale and definitions as it does for its long-term
financial strength interactive ratings but applies a "pd" rating
modifier to ensure the user is aware of the more limited
information basis for the rating.

An interactive A.M. Best rating is produced at the request of
the insurer. The rating process includes detailed interviews of
senior management and access to non-public data and other
information. Information on issues, which typically would be
only limited information in the public domain, play a
significant part in the interactive rating analysis. A.M. Best
interactively rates the vast majority of life insurers in
Canada.

For the remaining companies, A.M. Best is restricted to publicly
available information as a basis for its rating opinion. The
analysis behind "pd" ratings seeks to incorporate all relevant
information available in the public domain on the insurer. As
with A.M. Best's interactive rating process, "pd" ratings
incorporate a review of balance sheet strength, operating
performance and business profile. Moreover, A.M. Best's "pd"
rating analysis reflects knowledge of the company's peers, the
market sector(s) in which the company operates and the strategic
and financial outlook for those sectors. Concurrently, the "pd"
rating is based on a detailed review by a committee of
experienced A.M. Best insurance analysts. They present the most
informed view A.M. Best can offer, short of an insurer
participating in the full interactive rating process.

A.M. Best has affirmed the "pd" ratings of the following eight
Canadian life/health companies:

    --  CIGNA Life Insurance Company of Canada            B+pd
    --  CUMIS Life Insurance Company                      B++pd
    --  GAN VIE Compagnie Francaise
           d'Assurance sur la vie (CAB)                   Bpd
    --  Reliable Life Insurance Company                   B+pd
    --  Scotia Life Insurance Company                     B++pd
    --  Unity Life of Canada                              B+pd
    --  Equitable Life Insurance Company of Canada        B++pd
    --  Desjardins Financial Security                     A-pd

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com


GEORGIA-PACIFIC: Inks Pact to Acquire Interstate Packaging Plant
----------------------------------------------------------------
Georgia-Pacific Corp., (NSYE: GP) and National Packaging
Solutions Group have signed a definitive agreement for Georgia-
Pacific to purchase NPSG's Interstate Packaging sheet plant in
Albert Lea, Minn.  Financial terms of the agreement were not
disclosed.

"Georgia-Pacific is always exploring new business opportunities
that support our packaging business strategy and create value
for our customers and our shareholders," said Steve Klinger,
executive vice president - packaging, Georgia-Pacific.  "This
facility enhances our manufacturing capability to better serve
customers in the Midwest."

Buck Burwell, chief executive officer - NPSG, said, "Customers
will benefit from the greater resources provided through
Georgia-Pacific, and NPSG will be able to focus on our core
market area.  The transition will be seamless with customers
receiving the same great products and services delivered by the
dedicated employees of the Albert Lea facility."

Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers of tissue, packaging, paper, building
products, pulp and related chemicals.  With 2002 annual sales of
more than $23 billion, the company employs approximately 61,000
people at 400 locations in North America and Europe.

Georgia-Pacific Packaging is a recognized leader in corrugated
packaging solutions.  With more than 50 packaging locations
across the country, the company designs, tests and manufactures
all types of corrugated packaging, including micro-flute,
single-face and single-, double- and triple-wall products.

As reported in the Troubled Company Reporter's January 31, 2003
edition, Fitch Ratings lowered the senior unsecured long-
term debt ratings of Georgia-Pacific to 'BB' from 'BB+' and
withdrawn the company's commercial paper rating. The Rating
Outlook remains Negative. The 'BB' rating applies to the
company's issues of 8-7/8% due 2010 and 9-3/8% due 2013.

This rating action was based on the continuing poor market
conditions prevailing in the company's Building Products
segment, an uncertain outlook for containerboard and packaging
and the competitive environment in retail tissue. In combination
with ongoing asbestos exposure and a low probability of
immediate asset sales, Fitch believed the company's
de-leveraging efforts have been pushed back.


HAYES LEMMERZ: Filing New Sr. Unsec. Note Indenture Under Seal
--------------------------------------------------------------
Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, reminds the Court that pursuant to
Section 6.13 of the Reorganization Plan, Hayes Lemmerz
International, Inc., and its debtor-affiliates committed to file
documents evidencing the new credit facility or commitment
letters with respect thereto, no later than the conclusion of
the confirmation hearing.  The Debtors have contemporaneously
filed commitment letters and a draft of the credit agreement
with respect to the senior secured financing.  As part of the
exit financing, the Debtors intend to sell $225,000,000 of
senior unsecured notes to Qualified Institutional Buyers under
Section 144A and Regulation S of the Securities Act of 1933.
The Debtors desire to provide more information regarding the
Notes but have concerns about various securities laws.

By this motion, the Debtors seek the Court's permission to file
under seal a description of the terms of the Notes so that the
submission of the Description of Notes to the Court does not
affect their ability to issue the Notes in a private placement
under Section 144A and Regulation S of the Securities Exchange
Act.  The Description of Notes may be disclosed to parties-in-
interest, who agree to keep the terms confidential.  The Debtors
also ask the Court to implement any other requirements as it
deems necessary to keep the Description confidential.

Rule 135c under the Securities Exchange Act prohibits a public
reporting company from issuing a notice detailing the terms of a
proposed private placement of securities.

If the Debtors were unable to sell the Notes in a private
placement, Mr. Clark believes that the Debtors could not sell
the Notes in the time frame required for the Company's
emergence.  Without the proceeds of the Notes, the Debtors could
not complete the financial transactions required under the Plan,
thereby jeopardizing the implementation of the Plan.

                            *     *     *

As previously reported, Hayes Lemmerz entered into an agreement
for the sale of $250 million of senior unsecured notes.  The
notes have a maturity of 7 years and a 10-1/2% coupon.

The Company expects to complete the sale of the notes and
emerge from Chapter 11 in early June. (Hayes Lemmerz Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


JAZZ PHOTO CORP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jazz Photo Corp.
         1035 Centennial Avenue
         Piscataway, New Jersey 08854

Bankruptcy Case No.: 03-26565

Type of Business: Jazz Photo Corp. is engaged in the design,
                   development, importation and wholesale
                   distribution of cameras and other
                   photographic products in North America,
                   Europe and Asia.

Chapter 11 Petition Date: May 20, 2003

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Michael D. Sirota, Esq.
                   Warren A. Usatine, Esq.
                   Cole, Schotz, Meisel, Forman & Leonard, P.A.
                   25 Main St.
                   Hackensack, NJ 07601
                   Tel: (201) 489-3000

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Fuji Photo Film Co., Ltd.   Judgment               $29,765,280
c/o Lawrence Rosenthal, Esq.
Stroock & Stroock & Lavan
180 Maiden Lane
New York, NY 10038

Polytech Enterprise Limited                         $1,494,363
Unit D 5/F Young Ya Ind. Bldg.
381-389 Sha Tsui Road
Tsuen Wan, Hong Kong

Dreier & Baritz, LLP                                  $495,412
499 Park Avenue
New York, NY 10022

Skadden Arps Slate                                    $392,427
Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522

Bell & Howell Company                                 $301,164
Attn: Rosa Cobal
3400 W. Pratt
Lincolnwood, IL 60712

Budd Larner Gross Rosenbaum & Sade                    $269,039
150 John F. Kennedy Parkway
Short Hills, NJ 07078-0999

The Express Group                                      $64,984

NERA -- National Economic Research Assn.               $56,318

Gurvitz & Kassler                                      $53,431

Yellow Freight System, Inc.                            $43,646

Roadway Express                                        $41,211

Eastman Kodak Company                                  $41,004

Jevic                                                  $39,433

United Parcel Service                                  $31,995

Discovery Copy Service NY, Inc.                        $29,342

Trial Graphix                                          $28,791

UTi United States, Inc.                                $28,736


KAISER ALUMINUM: Futures Rep. Hires Covington as Special Counsel
----------------------------------------------------------------
Martin J. Murphy, the legal representative for future asbestos
claimants, anticipates that Kaiser Aluminum Corporation and its
debtor-affiliates' insurance proceeds will be among the most
substantial assets used to compensate Future Claimants.  For
this reason, the Futures Representative seeks the Court's
authority to retain Covington & Burling as its special counsel
with respect to insurance-related issues.

The Futures Representative anticipates that Covington will
advise him on issues that draw on the firm's extensive
experience with insurance disputes and mass tort cases,
particularly asbestos cases.  In particular, Covington will:

  (a) assist, advise and represent the Futures Representative in
      connection with insurance coverage matters, including but
      not limited to negotiations, mediations, arbitrations,
      lawsuits and other proceedings in which one or more
      Debtors are seeking or in the future may seek to secure
      insurance coverage for claims, losses, liabilities or
      expenses and provide strategic advice and assistance to
      the Futures Representative with respect to the pursuit of
      insurance-related assets;

  (b) assist and advise the Futures Representative in connection
      with the negotiation and formulation of a reorganization
      plan and the plan confirmation and implementation process
      with respect to insurance-related matters;

  (c) represent the Futures Representative at hearings to be
      held before this Court and communicate with the Futures
      Representative regarding the insurance-related and
      asbestos liability-related issues raised and heard before
      the Court, as well as the insurance-related and asbestos
      liability-related decisions and considerations of the
      Court;

  (d) assist the Futures Representative in preparing appropriate
      insurance-related and asbestos liability-related legal
      pleadings and proposed orders as may be required in
      support of positions taken by the Futures Representative,
      as well as preparing witnesses and reviewing relevant
      documents; and

  (e) rendering other services as may be in the Futures
      Representative's best interest.

The Futures Representative has selected Covington because of its
experience at a national level in similar matters as well as its
exemplary qualifications to perform the services required in
these cases.  Covington has significant experience in insurance-
related matters.  The firm has been retained with respect to
insurance coverage for asbestos liabilities in numerous
nationally prominent proceedings including Frontier Insulation
Contractors, Inc. v. Merchants Mut. Ins. Co.; Armstrong World
Industries, Inc. v. Aetna Casualty & Surety Co.; Owens-Corning
Fiberglas Corp. v. American Centennial Ins. Co.; Affiliated FM
Ins. Co. v. Owens-Corning Fiberglas Corp.; Lac d'Amiante du
Quebec, Ltee. v. American Home Assurance Co.; and Keene Corp. v.
Insurance Company of North America.

Donald W. Brown, a partner at Covington, assures the Court that
the firm is not related to or connected with and neither holds
nor represents any interest adverse to the Debtors, their
estates, their creditors or any other parties-in-interest in
these cases.  Covington is a "disinterested person," as that
term is defined in Section 101(14) of the Bankruptcy Code and as
required by Section 1103(b).

Covington will be compensated for its services in accordance
with the firm's standard hourly rates.  The principal attorneys
and paralegals designated to represent the Futures
Representative and their current standard hourly rates are:

Donald W. Brown (Partner)            $590
Wendy L. Feng (Special Counsel)       360
Other Attorneys                       170 - 690
Paraprofessionals                     140 - 220

Covington will also be entitled to reimbursements of actual,
necessary expenses. (Kaiser Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Kaiser Aluminum's 12.750% bonds due 2003 (KLU03USR1) are trading
at about 5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


KLEINERT'S: Wants to Obtain Up to $5.2 Million of DIP Financing
---------------------------------------------------------------
Kleinert's, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to obtain Debtor-in-Possession Financing from their
prepetition lenders.  The Debtors tell the Court that they need
the new DIP Financing to finance their ongoing operation and
maintain the going concern value of their estates.

In their motion, the Debtors tell the Court that they need
postpetition financing of up to $5,200,000.  By providing the
Debtors with the necessary financing, the Debtors ask the Court
to grant the prepetition lenders adequate protection.

Prior to the Petition Date, the Debtors owed to Wachovia Bank,
National Association, as agent for the Prepetition Secured
Lenders, approximately $52.2 million pursuant to the Prepetition
Credit Agreement.

In addition, certain shareholders extended loans to the Debtors
in the aggregate sum of $4.6 million pursuant to unsecured
promissory notes, each dated June 1, 2002.

The Debtors disclose that they are unable to obtain unsecured
credit allowable solely as an administrative expense under
Section 364(b) of the Bankruptcy Code or solely on the basis of
a super-priority or a junior lien under Section 364(c)(1) or
(3), even in the reduced amount necessary to continue their
operations at sufficient levels.

Additionally, none of the Lenders contacted were willing to
provide financing to the Debtors on better terms than the DIP
Facility.

In evaluating various financing scenarios and proposals, the
Debtors have taken into account the working relationship they
have with the DIP Lenders as Prepetition Secured Lenders.  The
willingness of the DIP Lenders to permit the Debtors to maintain
their existing bank accounts and cash management system and to
continue uninterrupted payments to certain critical vendors; and
the likelihood that any proposed arrangement with lenders other
than the DIP Lenders would involve great uncertainty,
potentially significant disruption to the business, and possible
disputes and substantial litigation over collateral values and
priming of liens, among other things.

The Debtors have concluded that the best terms available under
the circumstances (including the financial terms and other
important intangibles) were those available from the DIP
Lenders.

Under the DIP Loan Agreement, the Debtors agree to pay the
Prepetition Lenders:

      a) 0.125% per year of the outstanding face amount of each
         Letter of Credit;

      b) an issuance or renewal fee of 0.50% per year of the
         outstanding face amount of each Merchandise Letter of
         Credit; and

      c) an issuance or renewal fee of 1.75% per year of the
         outstanding face amount of each Standby Letter of
         Credit.

The DIP Loans will be due and payable in full on the earliest to
occur of:

      1) November 30, 2003,

      2) 25 days after the entry of the Interim Order if the
         Final Order has not been entered prior to this date,

      3) the date upon which a reorganization plan is confirmed,
         and

      4) the date upon which the Agent shall have provided notice
         to the Borrowers of the occurrence of an Event of
         Default.

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.


LEAP WIRELESS: Court Okays Proposed Key Employee Retention Plan
---------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates
obtained the Court's authority to implement their key employee
retention plan.

                           Backgrounder

Leap Wireless International Inc., and its debtor-affiliates
developed a key employee retention plan to induce certain of
their key employees to continue their employment with Cricket
pending confirmation and completion of Cricket's plan of
reorganization.  The Retention Plan does not provide retention
bonuses to Cricket's Senior Vice Presidents, Chief Operating
Officer or Chief Executive Officer.  The Retention Plan provides
that Covered Employees will be paid a bonus installment on the
earlier of May 1, 2003 or the date two weeks after the
announcement of an agreement with its creditors for
restructuring.  Another bonus installment will be paid to
Covered Employees 60 days following the Effective Date of the
Plan.  If a Covered Employee voluntary terminates his or her
employment at any time within 90 days of the date he or she
received a payment under the Retention Plan, the Covered
Employee will be required to repay that payment. The Debtors
estimate that the total amount payable in the future under the
Retention Plan is $1,836,000.

The Covered Employees are a significant asset of this estate and
their continued employment is essential in order to affect a
reorganization on the best terms possible. The Covered Employees
are highly talented individuals who contribute specialized
knowledge and skill in their areas of responsibility.  In many
instances, the Covered Employees are among the best in their
industry.  More importantly, these individuals are intimately
familiar with the Debtors' cost-efficient, differentiated
business model and have the experience and knowledge necessary
to maintain operations and thus preserve the value of the
Debtors' assets.  As a result of their experience and
familiarity with the Debtors' business, these employees cannot
be replaced easily by other employees with general
telecommunications experience.  Consequently, retaining the
Covered Employees is critical in ensuring a successful
reorganization and maximizing the recovery to creditors and
other interested parties.

During this Chapter 11 case, the Debtors will continue to pay
the Covered Employees the same salaries that these employees
earned prepetition.  Under the Retention Plan, each Covered
Employee who continues his or her employment during and after
the Debtors' Chapter 11 case will be paid a retention bonus
equal to a percentage of the employee's current base salary.
For example:

   -- Each Covered Employee with title of Directors and below
      will receive a Retention Bonus equal to 15% of his or her
      current base salary.  The Retention Bonus is payable in two
      postpetition installments.  The first installment, equal to
      33% of the Retention Bonus, will be paid 90 days following
      the Petition Date.  The second installment, equal to the
      remaining 67% of the Retention Bonus, will be paid 60 days
      following the Effective Date of the Debtor's plan of
      reorganization.

   -- Each Covered Employee with the title of Vice President will
      receive a Retention Bonus equal to 18.75% of the Salary.
      The Retention Bonus is payable in two postpetition
      installments.  The first installment, equal to 33% of the
      Retention Bonus, will be paid 90 days following the
      Petition Date.  The second installment, equal to the
      remaining 67% of the Retention Bonus, will be paid 60 days
      following the Effective Date of the Debtor's plan of
      reorganization.

A Covered Employee must be an active employee of the Debtors, in
good standing and not on a leave of absence at the time of
payment to receive any payment.  If a Covered Employee is placed
on a performance improvement plan at any time before the date of
a payment, the Covered Employee will cease to be a Covered
Employee and will not be entitled to obtain any additional
payments thereafter.  In addition, if a Covered Employee
voluntary leaves the employment of the Debtors at any time
within 90 days of the date the Covered Employee received a
payment, the Covered Employee will be required to repay that
payment.

In light of the critical role that the Covered Employees will
need to play in this Chapter 11 case and the substantial value
that the continued loyalty and efforts of the Covered Employees
will provide, Cricket believes that the implementation of the
Retention Plan will be beneficial to its estate and essential to
maximizing creditors' recoveries.

                Management Severance Program

The Debtors also developed a senior management severance
agreement to encourage the Senior Vice Presidents, the Chief
Operating Officer and the Chief Executive Officer to focus all
of their collective efforts on the proposed reorganization.  The
Severance Agreements provide each member of the Senior
Management with these severance benefits:

     (a) at least 6 months of the employee's current base salary;

     (b) one half of the employee's current annual target bonus;
         and

     (c) COBRA benefits paid by the Debtors for six months if,
         within one year after the Petition Date or one year
         after the Effective Date of a Plan, he or she loses his
         or her employment without cause, or his or her
         employment duties with the company are substantially
         changed, in each case as provided in greater detail in
         the Severance Agreements. (Leap Wireless Bankruptcy
         News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
         609/392-0900)


MAGELLAN HEALTH: Judge Beatty Fixes Bar Dates for Filing Claims
---------------------------------------------------------------
Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedures, Magellan Health Services, Inc., and its debtor-
affiliates ask that the Court to:

     1. establish June 20, 2003 at 5:00 p.m. as the last date and
        time for each person or entity, including individuals,
        partnerships, corporations, joint ventures and trusts, to
        file proofs of claim based on prepetition debts or
        liabilities against any of the Debtors;

     2. establish September 8, 2003 at 5:00 p.m. as the last date
        and time for each governmental unit to file proofs of
        claim based on prepetition debts or liabilities against
        any of the Debtors;

     3. approve the proposed proof of claim form;

     4. approve the proposed Bar Date and Government Bar Date
        notice; and

     5. approve proposed notice and publication procedures.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Bankruptcy Rule 3003(c)(3) provides that the
Court will fix the time within which proofs of claim must be
filed in a Chapter 11 case pursuant to Section 501 of the
Bankruptcy Code.  Moreover, Bankruptcy Rule 3003(c)(2) provides
that any creditor who asserts a claim against any of the Debtors
that arose prior to the Petition Date, and whose claim is not
scheduled in the Debtors' schedules of assets and liabilities,
schedules of current income and expenditures and schedules of
executory contracts and unexpired leases or whose claim is
scheduled as disputed, contingent or unliquidated, must file a
proof of claim.

Pursuant to the proposed bar date order, each person or entity
that asserts a claim against the Debtors that arose prior to the
Petition Date must file an original, written proof of the claim,
which substantially conforms to the Proof of Claim or Official
Form No. 10 so as to be received on or before the Bar Date by
Bankruptcy Services LLC either by mailing the original proof of
claim to the United States Bankruptcy Court, Southern District
of New York, Magellan Claims Docketing Center, Bowling Green
Station, P.O. Box 5190, New York, New York 10274-5100, or by
delivering it by messenger or overnight courier to the United
States Bankruptcy Court, Southern District of New York, Magellan
Claims Docketing Center, One Bowling Green, Room 534, New York,
New York 10004-1408.

The Debtors ask that the Bar Date Order provide that:

     1. the Magellan Claims Docketing Center will not accept
        proofs of claim sent by facsimile, telecopy or electronic
        mail transmission; and

     2. proofs of claim are deemed timely filed only if the
        claims are actually received by the Magellan Claims
        Docketing Center on or before the Bar Date or the
        Government Bar Date, as applicable.

Pursuant to the proposed Bar Date Order, these persons or
entities are not required to file a proof of claim on or before
the Bar Date:

     1. any person or entity that has already filed a proof of
        claim against the Debtors with the Clerk of the Court of
        the United States Bankruptcy Court for the Southern
        District of New York in a form substantially similar to
        the proposed Proof of Claim or Official Form No. 10;

     2. any person or entity whose claim is listed on the
        Schedules filed by the Debtors, provided that:

        a. the claim is not scheduled as "disputed," "contingent"
           or "unliquidated;" and

        b. the claimant does not disagree with the amount, nature
           and priority of the claim in the Schedules; and

        c. the claimant does not dispute that the claim is an
           obligation of the specific Debtor against which the
           claim is listed in the Schedules;

     3. any holder of a claim that has been allowed by order of
        this Court;

     4. any person or entity whose claim has been paid in full by
        any of the Debtors;

     5. any holder of a claim for which specific deadlines have
        previously been fixed by this Court;

     6. any Debtor having a claim against another Debtor or any
        of the non-debtor subsidiaries of Magellan having a claim
        against any of the Debtors;

     7. any holder of a claim allowable under Section 503(b) and
        507(a) of the Bankruptcy Code as an expense of
        administration;

     8. any current director or officer or current employee of
        any of the Debtors whose claim solely is with respect to
        a claim against any of the Debtors for indemnification,
        contribution, subrogation or reimbursement;

     9. any person or entity whose claim is limited exclusively
        to the repayment of principal, interest, and other
        applicable fees and charges on or under any bond or note
        issued by the Debtors under any of these indentures:

        a. the 9-3/8% Senior Notes due 2007; and

        b. the 9% Senior Subordinated Notes due 2008;

        provided, however, that:

        a. the exclusion will not apply to HSBC Bank, Inc., the
           indenture trustee of the Senior Notes and Bank One
           Trust Company, N.A., the indenture trustee of the
           Senior Subordinated Notes;

        b. each of HSBC and Bank One will be required to file one
           proof of claim, on or before the Bar Date, on account
           of all of the Note Claims on or under the applicable
           Indentures; and

        c. any holder of a Note Claim wishing to assert a claim
           other than a Note Claim arising out of or relating to
           the Indentures will be required to file a proof of
           claim with respect to the claim on or before the Bar
           Date, unless another exception applies;

    10. any person or entity who is one of the Debtors' customers
        whose claim is solely for amounts due pursuant to
        existing service contracts between the Debtors and the
        Customer, which claims include, among other charges,
        profit sharing, reimbursement, performance penalties,
        retroactive membership adjustments and other payments
        that would be required to be made if the contracts were
        assumed under Section 365 of the Bankruptcy Code;
        provided, however, Customers holding claims related to
        service contracts with the Debtors for which a notice of
        termination has been received by Magellan or any of its
        subsidiaries are required to file a proof of claim; and

    11. any person or entity who is one of the Debtors' providers
        who:

        a. provide behavioral health services to individuals
           whose behavioral healthcare is covered by the Debtors;
           and

        b. are, or have been, part of the Debtors' provider
           network or are otherwise entitled to reimbursement
           from the Debtors whose claim is solely for amounts due
           pursuant to behavioral health services rendered by the
           Providers that are required to be paid by the Debtors;
           and

    12. any person or entity whose claim is solely against any of
        the Debtors' non-debtor affiliates.

The proposed Bar Date Order further provides that any person or
entity that holds a claim that arises from the rejection of an
executory contract or unexpired lease, as to which the order
authorizing the rejection is dated on or before the Bar Date
Order, must file a proof of claim based on the rejection on or
before the Bar Date.  Any person or entity that holds a claim
that arises from the rejection of an executory contract or
unexpired lease, as to which the order authorizing the rejection
is dated after the date of entry of the Bar Date Order, must
file a proof of claim on or before the date as the Court may fix
in the applicable order authorizing the rejection.

The proposed Bar Date Order further provides that holders of
equity security interests in the Debtors need not file proofs of
interest with respect to the ownership of the equity interests;
provided, however, that if any the holders asserts a claim
against the Debtors, a proof of claim must be filed prior to the
Bar Date or the Government Bar Date, as applicable, pursuant to
the procedures set forth in the Bar Date Order.

The proposed Proof of Claim form substantially conforms to
Official Form No. 10, but has been tailored for the specific
circumstances of the Debtors' cases.  The substantive
modifications to Official Form 10 proposed by the Debtors
include:

     1. allowing the creditor to correct any incorrect
        information contained in the name and address portion;

     2. including certain additional instructions;

     3. providing a list of the Debtors; and

     4. the amount of the creditor's claim as listed on the
        Schedules.

In accordance with the proposed Bar Date Order, each Proof of
Claim filed must:

     1. be written in the English language;

     2. be denominated in lawful currency of the United States as
        of the Petition Date;

     3. conform substantially with the Proof of Claim provided or
        Official Form No. 10; and

     4. indicate the particular Debtor against whom the claim is
        being filed.

Pursuant to Bankruptcy Rule 3003(c)(2), the Debtors propose that
any holder of a claim against one or more of the Debtors who is
required, but fails, to file a proof of the claim in accordance
with the Bar Date Order on or before the Bar Date, will be
forever barred, estopped and enjoined from asserting the claim
against the Debtors, and each Debtor and its property will be
forever discharged from any and all indebtedness or liability
with respect to the claim, and the holder will not be permitted
to vote to accept or reject any plan of reorganization filed in
these Chapter 11 cases or participate in any distribution in the
Debtors' chapter 11 cases on account of the claim or to receive
further notices regarding the claim.

           Notice of the Bar Date Order and the Bar Dates

The proposed Bar Date Notice will inform recipients of the Bar
Dates and contains these information:

     1. notification of the Bar Dates;

     2. instructions regarding who must file a proof of claim;

     3. the procedure for filing a proof of claim; and

     4. the consequences of failure to timely file a proof of
        claim.

Pursuant to Bankruptcy Rule 2002(a)(7), the Debtors propose to
mail a notice advising the recipients of the Bar Dates, together
with a Proof of Claim form.  The form of notice conforms
substantially to the form of the Guidelines for Filing Requests
for Bar Orders, which were ordered by the Board of Judges for
the Southern District of New York on January 15, 2003.  The Bar
Date Notice will be sent to:

     1. the United States Trustee;

     2. counsel to the statutory committee of unsecured creditors
        established in these Chapter 11 cases;

     3. the attorneys for the agent of the Debtors' prepetition
        lenders;

     4. all persons or entities that have requested notice of the
        proceedings in these Chapter 11 cases;

     5. all persons or entities that have filed claims;

     6. all creditors and other known holders of claims as of the
        date of the Bar Date Order, including all persons or
        entities listed in the Schedules as holding claims;

     7. all parties to executory contracts and unexpired leases
        of the Debtors;

     8. all parties to litigation with the Debtors;

     9. the Internal Revenue Service for the Southern District of
        New York;

    10. the Securities and Exchange Commission; and

    11. the additional persons and entities as deemed appropriate
        by the Debtors.

                          Publication Notice

Given the nationwide scope of their business, the Debtors have
determined that it would be in the best interest of their
estates to give notice by publication to certain potential
creditors including:

     1. those creditors to whom no other notice was sent and who
        are unknown to, or not reasonably ascertainable by the
        Debtors; and

     2. known creditors with current addresses unknown to the
        Debtors.

Pursuant to Bankruptcy Rule 2002(l), the Debtors seek authority
to publish the Bar Date Notice, in The New York Times and The
Wall Street Journal, on one business day at least 25 days prior
to the Bar Date, thus satisfying the requirements of Bankruptcy
Rule 2002(a)(7).  The form of notice conforms substantially to
the Bar Date Guidelines.

The Publication Notice includes a telephone number that
creditors may call to obtain copies of the Proof of Claim form
and information concerning the procedures for filing proofs of
claim. The Debtors further request the Court find that the
Debtors' proposed procedures regarding the Publication Notice
will be deemed good, adequate, and sufficient publication
notice.

                        Claims Agent

Pursuant to the BSI Order and Section 156(c) of the Judiciary
Procedures Code, BSI is the authorized claims agent for the
Court with respect to the Debtors' Chapter 11 cases.  In that
regard, BSI is responsible for, among other things, maintaining
the database containing the Schedules and maintaining an
official claims register for each of the Debtors.

To facilitate and coordinate the claims reconciliation and Bar
Date Notice functions, BSI will mail the Proof of Claim forms
together with the Bar Date Notice in order to:

     1. ensure that each creditor whose claim is listed on the
        Schedules will receive a "personalized" Proof of Claim
        form printed with the appropriate creditor's name; and

     2. facilitate the matching of scheduled and filed claims,
        and the claims reconciliation process.

Mr. Karotkin recounts that each of the Debtors filed their
statements of financial affairs, schedules of assets and
liabilities, and schedules of executory contracts on April 23,
2003.  The Debtors have been advised by BSI that based on the
number of entities to whom the Debtors propose to provide
notice, including all holders of claims who are entitled to
receive notice, BSI will be able to complete the mailing of the
Proof of Claim forms and Bar Date Notices within five business
days following the date that the Court approves the Bar Date
Order. By establishing the Bar Date in accordance with the
provisions, all potential claimants will have 35 days after the
mailing of the Bar Date Notice within which to file their proofs
of claim. The period conforms with the Bar Date Guidelines.

In addition, in the event the Debtors subsequently amend or
supplement the Schedules in a manner as to require that an
additional opportunity to file a Proof of Claim be provided to
the claimant affected by the amendment or supplement, the
Debtors will give notice of any amendment or supplement to the
holders of claims affected and the holders will be afforded 30
days from the date on which the notice is given to file Proofs
of Claim in respect of their claim or be forever barred from
doing so.

                           *   *   *

Judge Beatty orders that all persons and entities that assert a
claim, as defined in Section 101(5) of the Bankruptcy Code,
against the Debtors which arose on or prior to the Petition Date
should file a proof of claim in writing so that it is received
on or before June 27, 2003, at 5:00 p.m.  Proofs of claim filed
by governmental units must be filed on or before
September 8, 2003, at 5:00 p.m. (Magellan Bankruptcy News, Issue
No. 8: Bankruptcy Creditors' Service, Inc., 609/392-0900)


MILACRON: Shareholders Restore 'One Share, One Vote' Principle
--------------------------------------------------------------
Shareholders of Milacron Inc. (NYSE: MZ), a leading global
supplier of plastics-processing technologies and industrial
fluids, adopted an amendment to the company's certificate of
incorporation to eliminate time-phased "supervoting" rights and
restore the principle of "one share, one vote."

"This action ensures that all holders of Milacron common stock
have a voice in the governance of our company that is
proportionate to their economic stake," Ronald D. Brown,
Milacron's chairman and chief executive officer, told attendees
of the company's annual shareholder meeting. "At the same time,
it conforms our voting structure to current best practices in
corporate governance."

In other business conducted at the meeting, shareholders
re-elected three directors -- Darryl F. Allen, James E. Perrella
and Brown -- to three-year terms and ratified the appointment of
Ernst & Young LLP as independent auditors for 2003. A
shareholder proposal that the board of directors consider
reducing executive officers' salaries and eliminate all bonuses
was defeated.

During the meeting Brown reaffirmed the company's most recent
guidance, which projects returning to profitability in the
second half of 2003. He said sales may come in at the high end
of the range due to currency translation effects, while earnings
were likely to be at the low end of the range.

"Over the past year, Milacron has taken extraordinary measures
to position the company to respond to the eventual economic
recovery and to create long-term value for all our
shareholders," Brown said. "Milacron remains firmly committed to
building on the progress we made in 2002 to strengthen our
competitive position as a premier supplier in plastics
technologies while growing our successful industrial fluids
business. We are confident that, through the continued
dedication of our highly skilled employees, our cost-cutting and
process improvement programs will be significant factors in
improving operating results as we move forward."

First incorporated in 1884, Milacron is a leading global
supplier of plastics-processing technologies and industrial
fluids, with 4,000 employees and major manufacturing facilities
in North America, Europe and Asia. For further information,
visit the company's Web site at http://www.milacron.com

As reported in Troubled Company Reporter's November 22, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Milacron Inc., to 'B+' from 'BB-'. The outlook is negative.
At the same time, the rating on the company's $110 million
senior secured bank facility was lowered to 'B+' from 'BB'. The
plastic machinery manufacturer's senior unsecured debt was
affirmed at 'B'.

The downgrades reflect the impact of weak end markets on the
company's financial profile, despite significant asset sales to
reduce debt. The affirmation of the senior unsecured rating
reflects the substantial reduction in secured debt.

Total debt was about $296 million at Sept. 30, 2002, for
Cincinnati, Ohio-based Milacron.

"The downgrade on Milacron was based upon the deterioration in
the company's credit measures and the uncertain timing for a
recovery," said Standard & Poor's credit analyst Robert Schulz.


MOUNT SINAI MED.: Fitch Affirms BB Rating on Outstanding 4 Bonds
----------------------------------------------------------------
Fitch Ratings affirms the 'BB' rating on the Mount Sinai Medical
Center, FL bonds (as listed below). In addition, Fitch has
revised the Rating Outlook to Stable from Negative.

The affirmation and stable outlook reflects MSMC's success in
significantly reducing losses from 2001, ongoing financial
improvements through the first quarter of fiscal 2003, and good
disclosure practices. MSMC posted an audited bottom line of
negative $8.5 million or negative 1.9% in fiscal year-end 2002,
which included a planned transfer of $30 million from the Mount
Sinai Medical Center Foundation. Excluding the transfer from the
Foundation, MSMC posted a net loss of $38.5 million as compared
to a budget of negative $32.5 million and prior year results of
negative $64.9 million. Through the first three months of fiscal
2003, Mount Sinai reported net income of $1,048,000 as compared
to a budgeted net income of $557,000. MSMC is budgeting a bottom
line loss for the entire year of $9.9 million with no expected
transfers from the Foundation.

MSMC's budget includes the annualized impact of $39.8 million of
initiatives implemented in 2002 and between $10.6 million and
$16.1 million of initiatives planned for 2003. These initiatives
are expected to be derived from staffing and productivity ($18 -
$20 million), supply chain ($12 - $13 million), case management
($4.2 million), physician practices ($2.4 - $2.9 million), and
managed care contracting and price increases ($13.8 - $15.8
million). Not included in these initiatives are MSMC's plans to
consolidate services between the MSMC campus and the Miami Heart
campus which management indicates will result in additional
costs savings. Lastly, Fitch's impression of MSMC leadership has
improved since 2001, and largely reflects current disclosure
practices which include above average quarterly and annual
financial reporting to both Fitch and bondholders and quarterly
conference calls.

Ongoing concerns include MSMC's weak liquidity, high debt
burden, future capital needs, and declining utilization. MSMC
had 74 days cash on hand at fiscal 2002 including unrestricted
cash and investments of the Foundation. Despite an improvement
over fiscal 2001, deterioration at the Foundation primarily due
to the transfer of funds in 2002 is concerning. MSMC's weak
liquidity coupled with limited capital spending of $8.4 million
in 2002 and a sizeable debt burden demonstrated by 30% cash to
debt presents concern about Mount Sinai's ability to fund future
capital needs, which could threaten Mount Sinai's market
position. MSMC experienced declines in inpatient admissions,
surgery cases, and emergency department visits of 8.3%, 6.4%,
and 9.3% respectively in 2002. Management attributes much of
these decreases to population trends on Miami Beach, and better
case utilization MSMC, and a net loss of 26 physicians in 2002.
Management indicated that despite the drop in utilization market
share remained stable as all providers exhibited similar trends
in utilization.

MSMC has exceeded Fitch's expectations for achieving its
initiatives in 2002 and Fitch believes that management's goals
for 2003 are reasonable at the lower levels. MSMC is not immune
to other pressures in the industry. Nonetheless, Fitch's rating
and outlook assumes MSMC will continue to improve its operating
and bottom line margins and build liquidity. Further erosion of
its liquidity, a reversal of operating trends, or an increase in
debt burden could threaten the current rating over the short
term. Mount Sinai intends to refinance a portion of its
outstanding debt towards the end of the calendar year. Fitch
expects to review the potential impact of this transaction, if
any, at the time of issuance.

MSMC is a two campus health care provider offering a wide range
of tertiary services with 979 licensed beds (780 staffed)
located in Miami Beach, FL. MSMC has total operating revenue of
$436 million in 2001.

Outstanding debt:

-- $92,125,000 City of Miami Beach Health Facilities Authority,
    hospital revenue bonds, series 2001A (Mount Sinai Medical
    Center of Florida Project);

-- $30,430,000 City of Miami Beach Health Facilities Authority,
    hospital revenue bonds, series 2001B (Mount Sinai Medical
    Center of Florida Project);

-- $70,640,000 City of Miami Beach Health Facilities Authority,
    hospital revenue bonds, series 2001C (Mount Sinai Medical
    Center of Florida Project);

-- $98,000,000 City of Miami Beach Health Facilities Authority,
    hospital revenue bonds, series 1998 (Mount Sinai Medical
    Center of Florida Project).


NANTICOKE HOMES: Committee Taps Parente for Financial Advice
------------------------------------------------------------
The Official Committee of Unsecured Creditors of NHI, Inc., asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to hire Parente Randolph, LLC as its Accountants and
Financial Advisor.

The Debtors is selling its assets in anticipation of filing a
plan of liquidation.  The Committee tells the Court that it has
determined its best move is to retain accountants and financial
advisors in this case to assist it in the investigation of the
Debtor's financial affairs and provide other accounting,
financial advisory and valuation services.

The Committee wants Parente to:

      a) investigate and analyze on behalf of the Committee, the
         Debtor's financial operations, related party
         transactions and accounts, inter-company transfers and
         asset recovery potential;

      b) attend and advise as requested at meetings with the
         Committee and its counsel and representatives of the
         Debtor;

      c) render expert testimony on behalf of the Committee, if
         required; and

      d) provide such other services, as requested by the
         Committee or its counsel from time to time and agreed to
         by Parente.

Edward A. Phillips, CPA, CIRA, CFE, a principal in Parente
relates that Parente's customary hourly billing rates are:

      Principals                     $250 to $370 per hour
      Managers/Senior Associates     $150 to $240 per hour
      Staff                          $100 to $175 per hour
      Paraprofessional               $ 70 to $100 per hour

Nanticoke Homes, Inc., filed for chapter 11 protection on
March 1, 2002 (Bankr. Del. Case No. 02-10651).  Stephen W.
Spence, Esq., at Philippe, Goldman & Spence, P.A., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of more than $10 million each.


NATIONAL CENTURY: Asks Court to Clear SCCI Settlement Agreement
---------------------------------------------------------------
Prior to the Petition Date, National Century Financial
Enterprises, Inc., and its debtor-affiliates provided to SCCI
Hospital Ventures, Inc. and SCCI Hospitals of America, Inc.
financing pursuant to certain sales and subservicing agreements
under the NPF XII accounts receivable financing program.  The
Debtors purchased certain eligible accounts receivable from
SCCI.

Joseph M. Witalec, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, informs the Court that SCCI approached the
Debtors about "buying out" its obligations under the Sale
Agreements.  The "buy-out" will facilitate SCCI's entry into a
replacement accounts receivable funding arrangement and continue
its normal business operations.

After arm's-length negotiations, the Debtors and SCCI have
entered into a settlement agreement, which contains these
principal terms:

A. Settlement Amount

     SCCI must pay to the Debtors an aggregate $4,919,386,
     consisting of a $4,604,363 cash payment and $171,022 that
     was in the Lockbox Accounts as of April 10, 2003, as well as
     amounts previously swept from the Lockbox Accounts,
     $144,000.

B. Termination of Security Interests

     Immediately upon payment of the Settlement Amount, SCCI will
     be authorized to terminate the Debtors' ownership and
     security interests in SCCI's assets, including but not
     limited to SCCI's accounts receivable.

C. Mail Forwarding Instructions

     SCCI will inform the Debtors where to send any payments or
     correspondence that the Debtors receive in the Lockbox
     Accounts related to SCCI's accounts receivable.  In
     addition, SCCI will be responsible for informing all third
     party payors as to where incoming payments should be
     redirected.  Any payments received by the Debtors after
     Consummation of the Settlement Agreement will not be
     property of the Debtors' estates and will be turned over to
     SCCI or its assignee.

D. Transfer of Liens to Proceeds

     The conclusion of the relationship between the Debtors and
     SCCI, and the termination of the Debtors' ownership and
     security interests in SCCI's assets, will bind any and
     all parties that may assert a lien, claim or interest in or
     to the Sale Agreements or any prior agreements, with any
     liens transferring to the proceeds.

E. Mutual Releases

     The Settlement Agreement also provides for an exchange of
     mutual releases by the Debtors and SCCI, on the terms and
     subject to the conditions set forth in the Settlement
     Agreement.

F. Termination of Bank Agreements

     The Debtors and SCCI must direct The Huntington National
     Bank to:

     (1) terminate the lockbox agreements relating to the Sale
         Agreements;

     (2) remit all funds that were in the Lockbox Accounts on or
         before April 10, 2003;

     (3) remit all post-April 10, 2003 received funds subject to
         the lockbox agreements to the credit and direction of
         SCCI;

     (4) terminate the zero balance agreement relating to the
         Sale Agreements; and

     (5) use reasonable efforts to provide SCCI with documents
         relating to account activity in the Lockbox Accounts.
         SCCI will be responsible for all bank fees and charges
         related to the Lockbox Accounts after April 10, 2003.

G. Dismissal of Actions

     Immediately upon payment of the Settlement Amount, the
     Debtors will file stipulations of dismissal, with prejudice,
     dismissing any and all claims brought against SCCI in the
     adversary proceeding pending against, among other parties,
     SCCI in this Court and the Ohio state court action, NPF XII,
     Inc. et al. v. PhyAmerica Physicians Group, Inc., et al.,
     Court of Common Pleas, Franklin County, Ohio, Case Nos.
     02CVH11-12222 and 02CVH11-12259.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve the Settlement
Agreement with SCCI.

Mr. Witalec asserts that the payment of the agreed amounts under
the Settlement Agreement will result in the Debtors' recovery of
approximately 95% of SCCI's agreed obligations to the Debtors
under the Sale Agreements.  In contrast, the Debtors have been
advised that, if the Settlement is not consummated, SCCI will be
unable to obtain replacement financing and may not be able to
continue normal business operations.  If that were to occur, Mr.
Witalec explains, the Debtors would be required to incur
additional costs to collect SCCI's outstanding obligations under
the Sale Agreements.  Furthermore, there is no assurance that
the Debtors would be able to collect as much as they will
receive pursuant to the proposed Settlement.  (National Century
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NORTEL NETWORKS: Investor Analysts Conference Being Held Today
--------------------------------------------------------------
What:   Nortel Networks will host an Investor Analysts
         Conference.

Who:    --  Frank Dunn, President and Chief Executive Officer,
             and the Senior Management Team

When:   8:00AM ET - 12:30PM ET, Wednesday, May 28, 2003

Where:  To participate via the teleconference, please call the
         following numbers at least 15 minutes prior to the start
         of the event:

         North America:   1-888-313-7737
         International:   1-212-748-2800

         To participate via the audio/video webcast, please visit
         the following Web page at least 15 minutes prior to the
         start of the event:

    http://www.nortelnetworks.com/corporate/events/investorconf/

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The Company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at http://www.nortelnetworks.com

As previously reported, Moody's Investors Service lowered the
senior secured and senior implied ratings on the securities of
Nortel Networks Corp., and its subsidiaries to B3 and Caa3 from
Ba3 and B3 respectively.

Outlook is negative.

The rating action reflects the lack of Nortel's financial
flexibility and the decline of its revenue base. The downgrade
also takes into account the company's planned lapse of its $1.5
billion in credit facilities due on December. However the rating
action is offset by its substantial cash, modest near-term debt
maturities, and the progress the company has made in
streamlining its expenses.


NRG ENERGY: Wants to Honor and Pay Workers' Compensation Claims
---------------------------------------------------------------
NRG Energy, Inc., and its debtor-affiliates' worldwide workforce
currently comprises approximately 3,100 full and part-time
employees, of which approximately 2,075 are employed in the NRG
Companies' domestic operations.  NRG directly employs
approximately 325 employees, and the remaining 1,750 employees
are employed by NRG's domestic affiliates in approximately 64
locations in 29 states throughout the United States.
Approximately 1,025 employees of the Debtors' domestic workforce
are non-union employees, and approximately 1,050 employees are
union employees who are represented under 17 different
collective bargaining agreements.

              Current Workers' Compensation Programs

Since December 31, 2002, the Debtors have maintained a
guaranteed-cost workers' compensation program in all the Covered
States with Zurich North America.  Under the Zurich Program,
Zurich provides insurance coverage for workers' compensation
claims under a guaranteed-cost arrangement with the Debtors, for
which the Debtors have paid a lump-sum annual premium amounting
approximately $4,100,000.  Under the Zurich Program, there may
be certain retroactive premium adjustments for various open
claims for the period during which the policy remains in effect.

Moreover, since December 2001, the Debtors have maintained a
separate workers' compensation program solely for the operations
of Louisiana Generating, L.L.C., with the Louisiana Workers'
Compensation Commission.  The Louisiana Program provides the
Debtors with insurance coverage for workers' compensation claims
for losses up to $1,000,000 per claim, with no deductible.

The current annual premium for the Louisiana Program is
$478,292, which is payable in twelve monthly installments from
December 1, 2002 through November 30, 2003.  In addition, there
may be certain retroactive premium adjustments for, among other
things, open claims for policy years 1997 through 2002.

                     Prior Insured Programs

From December 2001 to December 2002, the Debtors maintained a
high-deductible workers' compensation program in all of the
Covered States with American Protection Insurance Company, a
subsidiary of Kemper.  Kemper administered the program and
provided insurance coverage for workers' compensation claims for
losses up to $500,000 per claim and $4,800,000 in the aggregate.

In addition to the Kemper Program, between 1994 and December
2001, the Debtors maintained high-deductible workers'
compensation insurance programs in all of the Covered States
with:

     (a) Lumbermen's Underwriting Alliance for 1994 to 2001, and

     (b) Chubb & Son during 1999.

Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York,
relates that Claims under the Prior Insured Programs continue to
be submitted to and paid in full by the applicable Prior Insured
Programs.  Each Prior Insured Program then seeks reimbursements
for the amounts paid up to the deductible from the Debtors.  The
Debtors' average monthly payment on account of the deductible
reimbursement is approximately $60,000 on account of the Kemper
Program, $70,000 on account of the Lumbermen's Program, and
$5,000 on account of the Chubb program.  The aggregate amount of
Prior Insured Claims pending as of the Petition Date was
approximately $1,000,000, approximately half of which was
primarily attributable to the Lumbermen's Program and
approximately half of which was primarily attributable to the
Kemper Program.  Additionally, there may be certain retroactive
premium adjustments for, among other things, open claims for the
period during which the Prior Insured Programs were in effect.

To secure the Debtors' obligations under the Prior Insured
Programs, the Debtors have posted collateral in the form of:

     (a) a letter of credit issued by the JPMorgan Chase Bank for
         Kemper's benefit, amounting to $1,100,000;

     (b) an irrevocable letter of credit issued by Wells Fargo
         Bank for Lumbermen's benefit, amounting to $1,240,000;
         and

     (c) a $10,750 cash deposit to Chubb.

Accordingly, pursuant to Sections 105(a) and 363(b) of the
Bankruptcy Code, the Debtors seek the Court's authority to:

     (a) continue their existing workers' compensation programs
         in all states in which they have employees;

     (b) pay certain prepetition workers' compensation claims,
         premiums and related expenses.

Mr. Cantor argues that it is critical that the Debtors be
permitted to continue the Workers' Compensation Programs and
ensure that prepetition premiums and Workers' Compensation
Claims are paid.  If the Workers' Compensation Programs are not
maintained, the Debtors would be required to make alternative
arrangements for workers' compensation coverage -- almost
certainly at a much higher cost -- because the coverage is
required under all applicable state workers' compensation laws,
with severe remedies if an employer fails to comply with the
laws, without interruption:

     (a) employees could bring down lawsuits for potentially
         unlimited damages,

     (b) the Debtors' ongoing business operations in certain
         states could be enjoined, and

     (c) the Debtors' officers and directors could be subject to
         criminal prosecution.

The "necessity of payment" doctrine further supports the relief
requested by the Debtors.  This doctrine "recognizes the
existence of the judicial power to authorize a debtor in a
reorganization case to pay prepetition claims where the payment
is essential to the continued operation of the debtor."

Because the workers' compensation claimants are paid directly by
the program administrators and the administrators have
reimbursement claims against the Debtors, the Debtors intend to
pay the Workers' Compensation Claims only to the extent
necessary to help ensure that the employee claimants receive the
amounts due them and the Workers' Compensation Programs remain
in effect without interruption.

The Debtors believe that any delay in the timely payment of
workers' compensation programs would have a negative impact on
the morale of the Debtors' current employees at a time when the
support of the employees is most critical.  Without the support
of this key constituency, the NRG Companies' operations would be
severely impaired.

Mr. Cantor argues that the payment of the Prepetition Processing
Costs is justified because failure to pay any amounts might
disrupt services of third-party providers with respect to the
Workers' Compensation Programs and Prior Insured Programs.  By
paying the Prepetition Processing Costs, the Debtors may avoid
even a temporary disruption of the services and thereby ensure
that their current and former employees obtain all compensation
benefits without interruption and they remain in compliance with
applicable state law at all times.

Mr. Cantor assures Judge Beatty that the Debtors have sufficient
cash reserves -- approximately $214,500,000 in the aggregate as
of the Petition Date -- and will have sufficient cash from on-
going operations to pay its monetary obligations in the ordinary
course of business. (NRG Energy Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

NRG Energy Inc.'s 8.700% bonds due 2005 (XEL05USA1) are trading
at about 44 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL05USA1for
real-time bond pricing.


ORION REFINING: UST Convenes Section 341(a) Meeting on June 18
--------------------------------------------------------------
The United States Trustee will convene a meeting of Orion
Refining Corporation's creditors on June 18, 2003, 2:00 p.m., at
J. Caleb Boggs Federal Building, 844 King Street, Room 2112,
Wilmington, Delaware 19801.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Orion Refining Corporation filed for chapter 11 protection on
May 13, 2003 (Bankr. Del. Case No. 03-11483).  Daniel B. Butz,
Esq., Gregory Thomas Donilon, Esq., and Gregory W. Werkheiser,
Esq., at Morris, Nichols, Arsht & Tunnell represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $100 million each.


OXIS INTERNATIONAL: Ability to Continue Operations Uncertain
------------------------------------------------------------
OXIS Intertnational Inc.'s working capital decreased during the
first quarter of 2003 by $81,000, from $284,000 at December 31,
2002 to $203,000 at March 31, 2003. The decrease in working
capital resulted primarily from the net loss of $149,000
adjusted for depreciation and amortization, $45,000, and an
investment in equipment and patents, $30,000.

Cash and cash equivalents decreased from $424,000 at December
31, 2002 to $371,000 at March 31, 2003. This decrease of $53,000
is a result of $84,000 used for operations and $30,000 invested
in equipment and patents, somewhat offset by the receipt of
$62,000 from the sale of its stock investment.

The Company expects to incur operating losses for the
foreseeable future. These losses and expenses may increase and
fluctuate from quarter to quarter as the Company expands their
activities. There can be no assurance that the Company will ever
achieve profitable operations. The report of the Company's
independent auditors on the Company's financial statements for
the period ended December 31, 2002, includes an explanatory
paragraph referring to the Company's ability to continue as a
going concern. The Company anticipates that it will expend
capital resources for the continuation of operations (marketing,
product research and development, therapeutic and nutraceutical
development). Capital resources may also be used for the
acquisition of complementary businesses, products or
technologies. The Company's future capital requirements will
depend on many factors including: continued marketing and
scientific progress in their research and development programs;
the magnitude of these programs; the success of pre-clinical and
potential clinical trials; the costs associated with the scale-
up of manufacturing; the time and costs required for regulatory
approvals; the time and costs involved in filing, prosecuting,
enforcing and defending patent claims; technological competition
and market developments; the establishment of and changes in
collaborative relationships and the cost of commercialization
activities and arrangements.

While the Company believes that the existing and new products
and technologies show considerable promise, its ability to
realize revenues therefrom is dependent upon its success in
marketing and sales, along with developing business alliances
with related industry companies to assist in developing and
marketing these products. To date, the Company has established
marketing and sales relationships but has not established any
therapeutic business alliances and there can be no assurance
that the Company's effort to develop such therapeutic business
alliances will be successful.

The Company has incurred losses in each of the last six years.
As of March 31, 2003, the Company had an accumulated deficit of
$58,852,000. The Company expects to incur operating losses for
the foreseeable future. It currently has sufficient capital for
continuing operations of the health products segment but does
not have sufficient capital resources to complete the Company's
contemplated drug development programs and no assurances can be
given that the Company will be able to raise such capital on
terms favorable to the Company, or at all. The unavailability of
additional capital could cause the Company to cease or curtail
its operations and/or delay or prevent the development and
marketing of the Company's existing products and potential
pharmaceutical/nutraceutical products.

Sales of its research assays and fine chemicals increased by
30%, or $125,000, from $421,000 in the first quarter of 2002 to
$546,000 in the first quarter of 2003 due to an increase in
sales volumes of L-Ergothioniene.

Cost of sales was 51% of revenues for the first quarter of 2002
and 40% of revenues for the first quarter of 2003.  Gross profit
for the first quarter of 2002 was $210,000 and increased in the
first quarter of 2003 to $329,000. This change is due to the
increased sales volumes during the first quarter of 2003.

Research and development expenses increased from $69,000 in the
first quarter of 2002 to $109,000 in the first quarter of 2003.
The increase in research and development expenses resulted
primarily from the new development project of the Animal Health
Profiling program.

Selling, general and administrative expenses decreased from
$398,000 in the first quarter of 2002 to $374,000 in the first
quarter of 2003. The decrease is primarily the result of
reducing legal and accounting expenses.

During the first quarter of 2003 the Company sold its stock
holdings of Caprius Inc., resulting in other income of $8,000.
During the first quarter of 2002, in association with the
closing of the Company's instrument manufacturing facility in
2001, the Company settled certain trade payables with creditors
resulting in other income of $62,000.

The Company continued to experience losses in the first quarter
of 2003. The first quarter 2003 net loss of $149,000 was $49,000
less than the $198,000 net loss for the first quarter of 2002.
The decrease in the net loss is primarily due to increased
revenues.


PENNEXX INC: Court OKs Smithfield Request to Foreclose on Assets
----------------------------------------------------------------
Pennexx Foods, Inc. (OTC Bulletin Board: PNNX), a leading
provider of case-ready meat to retail supermarkets in the
Northeast, announced that Smithfield's request to seize the
tangible personal property of the Company was granted Thursday
afternoon by Order of the United States District Court for the
Eastern District of Pennsylvania.

If Smithfield posts a bond in the amount of $12.5 million, an
officer is directed to seize such property, after which time the
Company has 72 hours to post a counterbond in the same amount.
If the Company fails to post a counterbond in such time period
it will lose possession of such property. On the other hand, if
the Company posts such a counterbond within such time period, it
will retain possession of such property. However, as previously
announced, the property is still subject to sale on May 30, 2003
if the Smithfield obligations have not been paid.

The Company's Board of Directors met Friday morning to consider
what alternatives remain available to the Company.

The Company is also continuing its discussions with potential
investors who have expressed interest in making an investment in
the Company sufficient to repay the Smithfield loan; however, no
one thus far has committed to do so, and there is no assurance
that the Company will succeed in this effort.

Established in 1999, Pennexx Foods, Inc. is a leading provider
of case-ready meat to retail supermarkets in the northeastern
U.S. The Company currently provides case-ready meat within a
300-mile radius of its plants to customers in the Northeast in
order to assure delivery of product with an extended shelf life.
The Company cuts, packages, processes and delivers case-ready
beef, pork, lamb and veal in compliance with the United States
Department of Agriculture regulations. Pennexx customers include
many significant supermarket retailers.


PETCO ANIMAL: Caps Price of 9-Million Share Public Offering
-----------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq:PETC) announced the pricing
of a public offering of 9,000,000 shares of its common stock at
$19.65 per share. All of the 9,000,000 shares are being offered
by selling stockholders. Certain selling stockholders have
granted the underwriters an option to purchase an additional
1,350,000 shares of common stock to cover over-allotments, if
any. PETCO will not receive any proceeds from the sale of the
shares by the selling stockholders.

Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are
acting as joint book-running managers of the offering. Copies of
the final prospectus supplement and related prospectus may be
obtained from the offices of Morgan Stanley & Co. Incorporated,
1585 Broadway, New York, NY 10036, Attention: Prospectus
Department, or by facsimile request at 212/761-0211, or Goldman,
Sachs & Co., 85 Broad Street, New York, NY 10004, Attention:
Registration Group, or by facsimile request at 212/902-3000.

PETCO is a leading specialty retailer of premium pet food,
supplies and services. It operates 617 stores in 43 states and
the District of Columbia, as well as a leading destination for
on-line pet food and supplies.

PETCO Animal Supplies' May 3, 2003 balance sheet shows a total
shareholders' equity of about $63,000 up from a deficit of about
$11 million recorded at February 1, 2003.


PLANVISTA: Board of Directors Re-Elects Officers of Parent Co.
--------------------------------------------------------------
PlanVista Corporation (OTCBB:PVST) announced that the Board of
Directors re-elected the following officers of the parent
company at its annual meeting yesterday: Phillip S. Dingle,
Chairman and Chief Executive Officer; Jeffrey L. Markle,
President and Chief Operating Officer; Donald W. Schmeling,
Chief Financial Officer; James T. Kearns, Senior Vice President,
Operations; Robert A. Martin, Senior Vice President, Business
Development Group; and David C. Reilly, Senior Vice President,
Technology and Strategy.

The following directors were elected at yesterday's annual
shareholders' meeting: William L. Bennett, Phillip S. Dingle,
Sheldon E. Misher, and James K. Murray III. Harold S. Blue, Dr.
Richard Corbin, and Michael S. Falk were re-elected as directors
by the Company's preferred shareholders.

Mr. Misher is Counsel in the New York office of McCarter &
English, a law firm headquartered in Newark, New Jersey. Between
1972 and 1999, Mr. Misher was a senior partner in the law firm
of Bachner, Tally, Polevoy & Misher, New York, New York,
specializing in the capital markets.

The Company also announced that its shareholders approved the
proposal in its proxy that provided for a new stock option plan.

PlanVista Solutions provides medical cost containment and
business process outsourcing solutions to the medical insurance
and managed care industries. We provide integrated national
preferred provider organization network access, electronic
claims repricing, and network and data management services to
health care payers, such as self-insured employers, medical
insurance carriers, third party administrators, health
maintenance organizations, and other entities that pay claims on
behalf of health plans. We also provide network and data
management services to health care providers, such as individual
providers and provider networks. Visit the Company's Web site at
http://www.planvista.com

PlanVista Corporation's March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $17 million.


RANDALL'S ISLAND FAMILY GOLF: Court to Consider Plan on June 17
---------------------------------------------------------------
A hearing to consider confirmation of the Third Amended Joint
Plan of Liquidation proposed by Randall's Island Family Golf
Centers, Inc., and its debtor-affiliates is scheduled for June
17, 2003.  The Confirmation Hearing will begin at 10:00 a.m.
prevailing Eastern Time, before the Honorable Stuart M.
Bernstein of the U.S. Bankruptcy Court for the Southern District
of New York.

The deadline for filing and serving confirmation objections is
June 5, 2003. In order to be considered, objections must be
filed electronically with the Clerk of the Bankruptcy Court and
served on:

         1. Golenbock, Eiseman, Assor, Bell & Peskoe
            437 Madison Avenue
            New York, NY 10022
            Attn: Jonathan L. Flaxer, Esq.

         2. Brown, Rudnick, Berlack, Israels L.P.
            120 West 45th Street
            New York, NY 10036
            Attn: Leslie Scharf, Esq.

         3. Morgan, Lewis & Bockius
            101 Park Avenue
            New York, NY 10178
            Attn: Neil E. Herman, Esq.

         4. Office of the United States Trustee
            33 Whitehall Street
            21st Floor
            New York, NY 10004
            Attn: Brian Masuto, Esq.

Randall's Island Family Golf Centers filed for Chapter 11 relief
on May 4, 2000 (Bankr. S.D.N.Y. Case No. 00-41065). Andrea B.
Schwartz, Esq., Janice Beth Grubin, Esq., and Jonathan L.
Flaxer, Esq. at Golenbock, Eiseman, Assor, Bell & Peskoe
represent the Debtors in their restructuring efforts.


RECOTON CORP: Auction Sale for Elec. Accessories Assets Tomorrow
----------------------------------------------------------------
Under the terms of an Asset Purchase Agreement, Recoton
Corporation and its debtor-affiliates are selling substantially
all of their electronics accessories business to Gemini II, LLC,
for $50 million.  The sale is subject to higher and better
offers.

By Order of the U.S. Bankruptcy Court for the Southern District
of New York, the Debtors will convene an auction sale for the
assets of Recoton's Accessories Business tomorrow, at 10 a.m.
prevailing Eastern Time, at the offices of the Debtors' counsel,
Strook & Strook & Lavan LLP, 180 Maiden Lane, New York, New York
10038.

A final Sale Hearing is set for June 3, 2003, at 11:00 a.m.

Recoton Corporation, together with its subsidiaries, is engaged
in the development, manufacturing and marketing of consumer
electronics accessories and home and mobile audio products. The
Company filed for Chapter 11 protection on April 8, 2003 (Bank.
S.D.N.Y. Case No. 03-12180).  Kristopher M. Hansen, Esq., and
Lawrence M. Handelsman, Esq., at Stroock & Stroock & Lavan LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$233,649,054 in total assets and $234,605,283 in total debts.


RIBAPHARM INC: Shareholders Elect Six Board of Directors Members
----------------------------------------------------------------
Ribapharm Inc. (NYSE: RNA) announced results of the proposals
considered at its annual stockholder meeting held this morning.

Ribapharm stockholders elected six directors, for a one-year
term, to serve on the Company's board:  Gregory F. Boron, Santo
J. Costa, Dr. Andre C. Dimitriadis, Daniel J. Paracka, James J.
Pieczynski and Dr. Robert A. Smith.

"We are particularly pleased with the endorsement given by the
stockholders to the company's slate of directors," said Kim D.
Lamon, M.D., Ph.D., President and Chief Executive Officer of
Ribapharm.  "The board brings significant life sciences and
financial experience to Ribapharm, which will prove invaluable
as we expand our growing drug discovery and development
capabilities."

Also at the meeting, stockholders approved the proposal to
ratify the appointment of PricewaterhouseCoopers LLP as
independent accountants to audit the Company's 2003 financial
statements.

All results are subject to certification by Ribapharm's transfer
agent, American Stock Transfer and Trust Corporation.

An online archive of the meeting is available on the Investor
Relation's section of Ribapharm's Web site at
http://www.ribapharm.comand will be archived until June 23,
2003.

Ribapharm, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $335 million, is a
biopharmaceutical company that seeks to discover, develop,
acquire and commercialize innovative products for the treatment
of significant unmet medical needs, principally in the antiviral
and anticancer areas.


SCHWARTZ ELECTRO-OPTICS: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: Schwartz Electro-Optics, Inc.
         5337 Southpark Circle
         Orlando, Florida 32819

Bankruptcy Case No.: 03-05880

Type of Business: Laser-Equipment Maker

Chapter 11 Petition Date: May 21, 2003

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Peter N. Hill, Esq.
                   Wolff, Hill, McFarlin & Herron, PA
                   1851 West
                   Colonial Drive
                   Orlando, Fl 32804
                   Tel: 407-648-0058

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Intermec Corp.                                        $105,008

UDT Sensors, Inc.                                      $65,690

Computer Plus Staffing Solutions                       $62,668

Perkin Elmer Optroelectronics                          $54,097

Onsite Commercial Staffing                             $53,327

Candela Corp c/o Applied Optronics Corp.               $52,355

Perkshire Industries, Inc.                             $51,322

Phoenics Company                                       $48,000

George Industries, Inc.                                $44,806

Support Analysis Management                            $42,342

Collins Manufacturing, Inc.                            $40,680

Poole Carbone Eckbert                                  $40,000

Resources Connections Corp.                            $38,376

E-Circut Inc.                                          $36,938

Evan Thomas Associates Inc.                            $29,711

Angkor Machining MFG, Inc.                             $27,633

Saab Bofers Dynamics                                   $26,650

Allied Wire and Cable                                  $26,539

Hi-Tec Associates                                      $26,343

Misource                                               $25,556


SCIENTIFIC GAMES: Appoints Deloitte & Touche as External Auditor
----------------------------------------------------------------
Scientific Games Corporation (Nasdaq: SGMS) announced that its
Audit Committee has engaged Deloitte & Touche LLP to serve as
the Company's new independent certified public accountant,
replacing KPMG LLP, effective May 20, 2003.  The decision to
change accountants was approved by the Board of Directors.

Deloitte & Touche, one of the nation's leading professional
services firms, provides assurances, advisory and tax consulting
services through 30,000 people in more than 100 U.S. cities.
Deloitte & Touche LLP is part of Deloitte Touche Tohmatsu, one
of the world's leading professional services firms, with more
than 90,000 people in over 130 countries.

KPMG had served as the independent certified public accountant
for the Company since fiscal 1984.  The decision to change
auditors was not caused by any disagreement between the Company
and KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

Scientific Games Corporation is the leading integrated supplier
of instant tickets, systems and services to lotteries, and the
leading supplier of wagering systems and services to pari-mutuel
operators.  It is also a licensed pari-mutuel gaming operator in
Connecticut and the Netherlands and is a leading supplier of
prepaid phone cards to telephone companies.  Scientific Games'
customers are in the United States and more than 60 other
countries. For more information about Scientific Games, visit
its Web site at http://www.scientificgames.com

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to lottery and pari-mutuel operator
Scientific Games Corp.'s $340 million senior secured credit
facility. Proceeds from the new bank facility were used to
refinance outstanding debt under the company's existing bank
facility.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the company. The ratings on the company's
existing bank facility were withdrawn.

The outlook is stable.


SERVICE MERCHANDISE: Court OKs Uniden Claim for Voting Purposes
---------------------------------------------------------------
Bankruptcy Court Judge Paine approved Uniden America
Corporation's request for temporary allowance of its claim for
the purpose of voting to accept or reject Service Merchandise
Company, Inc., and its debtor-affiliates' First Amended
Reorganization Plan.

Uniden timely filed its original claim for $5,614,531 on
July 22, 1999.  On May 22, 2000, Uniden amended its claim to
$4,886,521.

In the Debtors' Omnibus Objection to Duplicate Trade Claims,
Uniden's Amended Proof of Claim was allowed as surviving claim
and the Debtors assured Uniden that this surviving claim is not
in dispute.  The Debtors explained that Uniden may not have
received a ballot for voting because:

     (a) they had filed actions against Uniden to recover
         property in Adversary Case Nos. 301-0691A and 301-0769A;
         and

     (b) pursuant Section 506(d) of the Bankruptcy Code, they
         filed objections to claims asserted by creditors against
         whom they were seeking to recover property.

However, Charles W. Cook, Esq., Stokes Bartholomew Evans &
Petree Pennsylvania, in Nashville, Tennessee, points out that
Uniden is not aware of any motion having been filed against its
claim, as amended. Moreover, the Adversary Actions were resolved
by a settlement agreement on October 26, 2001, and the Adversary
Proceedings were dismissed by Agreed Orders of Dismissal dated
February 4, 2002.

Accordingly, Uniden has a timely filed allowed claim for
$4,886,521 for voting purposes. (Service Merchandise Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SIMON TRANSPORTATION: Files Liquidating Chapter 11 Plan in Utah
---------------------------------------------------------------
Simon Transportation Services, Inc., and its debtor-affiliates
filed their Second Amended Liquidating Chapter 11 Plan with the
U.S. Bankruptcy Court for the District of Utah.  The Debtors and
the Official Committee of Unsecured Creditors are the proponents
of the Plan.  A full-text copy of the Plan is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=030525210322

On the Effective Date, the Estates shall be deemed substantively
consolidated into the Consolidated Estate and any and all claims
by an individual Estate against the other shall be eliminated

The Plan groups Claims and Interests in two classes:

   Class 1   Allowed Unsecured Claims    After payment of
                                         Administrative Expense
                                         Claims and Priority
                                         Claims, the Class 1
                                         Creditors shall receive
                                         a pro rata share of the
                                         remaining assets of the
                                         Consolidated Estate.

   Class 2   Interests in Debtors        All interests in Debtors
                                         shall be deemed
                                         cancelled and of no
                                         further force or effect
                                         as of the Effective
                                         Date.

The Committee is authorized to sell, or otherwise dispose of all
assets of the Consolidates Estate in accordance with the Code
and is specifically empowered to sell assets pursuant to Section
363 and assume and assign assets.  In sum, the Committee will
have all the rights, powers and duties of a Chapter 11 trustee
under the Bankruptcy Code.

The Committee will also have the responsibility to:

      i) represent the Consolidated Estate's interests in any
         disputes or proceedings arising out of the agreement
         whereby substantially all of the Debtors' assets were
         sold to Central refrigerated Service, Inc.;

     ii) make distributions to Creditors as provided in the Plan;

    iii) file objections to Claims and prosecute the objections
         as the Committee determines, is in the best interest of
         the Consolidated Estate and Creditors;

     iv) collect and liquidate all property of the Consolidated
         Estate so as to maximize the return to Creditors;

      v) dispose of the Tradeback Agreements; and

     vi) close the Consolidated Estate after filing a final
         report with the Court.

Simon Transportation Services Inc., a truckload carrier
providing nationwide, predominantly temperature-controlled
transportation services for major shippers, field for Chapter 11
protection on February 25, 2002 (Bankr. Utah Case No. 02-22906).
Scott J. Goldstein, Esq., at Spencer Fane Britt & Browne LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, it listed
$132,242,081 in assets and $135,898,793 in liabilities.


SPECIAL METALS: Seeks Court Nod for Buck Consultants' Employment
----------------------------------------------------------------
Special Metals Corporation and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the Eastern District
of Kentucky to employ Buck Consultants, Inc., as their Actuary,
nunc pro tunc to March 27, 2002.

Since the filing date, the Debtors tell the Court that Buck
Consultants has provided valuable consultation to them with
respect to their pension plans, including:

      a) projections of future benefit disbursements and funding
         requirements under current pension plans through year
         2006;

      b) consulting regarding alternative pension plan designs
         and impact on pension funding and expense and
         liabilities;

      c) consulting with regard to issues concerning the PBGC;

      d) design and analysis of active medical programs and
         introduction of cost control initiatives; and

      e) analysis and consulting related to negotiations with the
         machinist and steelworkers unions.

The Debtors relate the Buck Consultants has provided these
services as an ordinary course professional.  The Debtors are
seeking specific approval of the Buck Consultants engagement
because its professional fees exceeded $150,000 over the initial
12-month period of these cases.

The Debtors argue the employment of Buck Consultants is
appropriate under Section 327 of the Bankruptcy Code and that
Buck Consultant is a "disinterested person" as that phrase is
defined in the Bankruptcy Code.

Robert M. Howley, Associate Principal and Retirement Actuary of
Buck Consultants discloses that the hourly billing rates his
firm charges the Debtors are:

           Principal                     $464 to $660 per hour
           Associate Principal           $380 to $452 per hour
           Senior Consultant             $272 to $360 per hour
           Consultant                    $240 to $275 per hour
           Senior Associate              $198 to $216 per hour
           Associate                     $140 to $192 per hour
           Other Technical and General
              Operating Personnel        $140 per hour

Special Metals, the world's largest and most diversified
producer of high-performance nickel-based alloys, filed for
chapter 11 protection on March 27, 2002 (Bankr. E.D. Ky. Case
No. 02-10335).  Gregory R. Schaaf, Esq., at Greenebaum Doll &
McDonald PLLC represents the Debtors in their restructuring
efforts.  As of September 30, 2001, the Debtors listed
$790,462,000 in total assets and $774,306,000 in total debts.


SPORTS CLUB CO: Fails to File Form 10-Q for Q1 2003 on Time
-----------------------------------------------------------
The Sports Club Co, Inc. has advised the SEC that it has been
working diligently to prepare its  consolidated financial
statements for the quarter ended March 31, 2003 and such
consolidated financial  statements have been substantially
completed.  However, due to the complexities associated with
accounting for private training revenues, the Company has not
finalized these consolidated financial statements and was unable
to file its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 within the prescribed period.

The net loss for the three months ended March 31, 2003, is
estimated to be approximately $3.8 million, or $1.1 million less
than the net loss reported for the three months ended March 31,
2002, of $4.9 million. The decreased net loss of $1.1 million is
due to increased operating performance at the five new Clubs
opened in the years 2000 and 2001.

                        *     *     *

As previously reported in Troubled Company Reporter, the
amendment to Loan Agreement with Comerica Bank was made as a
result of the Company's non-compliance with two of the financial
covenants for the June 30, 2002, reporting quarter. The Bank had
previously waived the Company's compliance with such covenants
for that quarter.

The Sports Club Company operates four sports and fitness clubs
(the Clubs) under The Sports Club/LA name in Los Angeles,
Washington D.C. and at Rockefeller Center and the Upper East
Side in New York City. The Company also operates the Sports
Club/Irvine, The Sports Club/Las Vegas and Reebok Sports
Club/NY. SCC's Clubs offer a wide range of fitness and
recreation options and amenities, and are marketed to affluent,
health-conscious individuals who desire a service-oriented club.
The Company's subsidiary, The SportsMed Company, operates
physical therapy facilities in some Clubs.

At December 31, 2003, the Company's balance sheet shows a
working capital deficit of about $22 million, while total
shareholders' equity continued to dwindle to about $33 million.


STROUDS ACQUISITION: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Strouds Acquisition Corporation
         280 Machlin Court
         City of Industry, California 91789

Bankruptcy Case No.: 03-23620

Type of Business: The debtor sells bed, bath, and kitchen
                   textiles (sheets, pillows, towels) at nearly
                   50 stores in four states.

Chapter 11 Petition Date: May 20, 2003

Court: Central District of California (Los Angeles)

Judge: Ernest Robles

Debtors' Counsel: Marc J Winthrop, Esq.
                   Winthrop Couchot Professional Corporation
                   660 Newport Center Dr,
                   4th Floor
                   Newport Beach, CA 92660
                   Tel: 949-720-4100

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Hollander Home Fashions     Trade Debt              $1,056,199
Attn: Jeff Hollander
1370 Broadway
New York, NY 10018
Tel: 561-997-6900
Fax: 561-997-0597

Veratex                     Trade Debt              $1,004,689
Attn: Saul Sobal
14000 Arminta Street
Panorama City, CA 91402
Tel: 818-994-6487
Fax: 818-994-6578

Fieldcrest Cannon Inc.      Trade
Debt                $566,147
Attn: Scott Senatore
1 Lake Circle Drive
Kannapolis, NC 28081
Tel: 704-939-2964
Fax: 704-939-4458

Enmark Trading Inc.         Trade Debt                $465,477
Attn: Allen Gordon
315 S. Beverly Drive
Suite 406
Beverly Hills, CA 90212
Tel: 310-551-0530
Fax: 310-551-0509

Sheridan Australia          Trade Debt                $397,074
Attn: Barbara Jackson
250 Feaster Road
Greenville, SC
Tel: 864-288-4788
Fax: 864-288-4866

Wamsutta                    Trade Debt                $296,243
Attn: William Bartelmo
136 Grace Avenue
Lancaster, SC 29720
Tel: 803-286-2579
Fax: 8036-286-3166

Park B. Smith Ltd.          Trade Debt                 $247,912

Croscill                    Trade Debt                 $236,911

Regal                       Trade Debt                 $197,631

Pem-America                 Trade Debt                 $182,929

Creative Bath               Trade Debt                 $144,391

American Pacific            Trade Debt                 $208,212

Louisville Bedding          Trade Debt                 $170,976

Custom Comfort              Trade Debt                 $153,666

Pillowtex                   Trade Debt                 $147,217

Sherry Kline                Trade Debt                 $156,717

Sferra                      Trade Debt                 $100,449

Next Creations/Offis        Trade Debt                 $118,496
  Textiles

Uma Enterprises Inc.        Trade Debt                 $124,991

Smith & Johnson Dry Goods   Trade Debt                 $123,199
  Inc.


TCENET INC: Vaughan Armstrong Resigns from Board of Directors
-------------------------------------------------------------
TCEnet Inc. announces that Vaughan Armstrong has resigned his
position as Director of the Corporation.

                         *   *   *

As previously reported, TCEnet had a loss for the year ended
December 31 2002 of $1,104,853 as compared to a profit of
$536,500 in 2001 and negative cash flow from operations of
$1,485,787. While the company had positive working capital at
December 31, 2002, its ability to continue as a going concern is
dependant upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to obtain additional
financing and ultimately to generate profitable operations. The
company has restructured its operations during the current year
in an effort to reduce cash out-flow and obtain profitability.
The restructuring included the sale of certain assets and
liabilities associated with its Datap division.


TERADYNE INC: Appoints Michael A. Bradley as Company President
--------------------------------------------------------------
Teradyne, Inc. (NYSE: TER) announced that Michael A. Bradley has
been appointed President of Teradyne, effective immediately.
George Chamillard will continue as the company's CEO and
Chairman and will work with Mr. Bradley on a transition of
duties over the next few weeks.

Bradley, 54, joined Teradyne in 1979. He has served in a variety
of roles in Semiconductor Test and the central company in
finance, marketing and sales management. From 1998 to 2000, he
was the Company's Chief Financial Officer and since April of
2001, he has served as President of the Semiconductor Test
Division. Bradley is a member of SEMI's North American Advisory
Board and also serves on the Board of Directors of Mykrolis
Corporation. He holds an A.B. degree from Amherst College and an
M.B.A. from Harvard Business School.

Regarding the appointment, George Chamillard said, "Teradyne's
long-term success has always been a function of the capability
and integrity of its people. Mike embodies the best of these
qualities and I look forward to working with him in his role as
President."

Teradyne (NYSE:TER) is the world's largest supplier of Automatic
Test Equipment, and a leading supplier of interconnection
systems. The company's products deliver competitive advantage to
the world's leading semiconductor, electronics, automotive and
network systems companies. In 2002, Teradyne had sales of $1.22
billion, and currently employs about 6800 people worldwide. For
more information, visit http://www.teradyne.com Teradyne is a
trademark of Teradyne, Inc., in the US and other countries.

As reported in Troubled Company Reporter's December 19, 2002
edition, Standard & Poor's lowered its corporate credit and
senior unsecured note ratings on Teradyne Inc., to 'B+' from
'BB-'. The action recognizes continued stressed conditions in
the semiconductor capital goods industry that are likely to
impede the company's ability to restore operating profitability
over the intermediate term.

The outlook was revised to stable from negative on the Boston,
Mass.-based Teradyne, which supplies the semiconductor testing
industry. Teradyne had debt outstanding of $545 million,
including capitalized leases, as of September 2002.


TERRAQUEST ENERGY: March 31 Working Capital Deficit Tops $8 Mil.
----------------------------------------------------------------
Terraquest Energy Corporation announced its operating and
financial results for the quarter ended March 31, 2003.

                          HIGHLIGHTS

- Production up 257% from first quarter 2002
- Reached agreement on 40 bopd asset acquisition
- Shut-in gas coming back on stream
- 50 section farm-in signed

                     FIRST QUARTER RESULTS

                                    Three Months Ended
                                         March 31
                              2003        2002         % Change
                              ----        ----         --------
Average Sales
  Crude oil (bbls/d)           97         101              (4)
  Natural gas (mcf/d)         3,627       571              535
  Natural gas liquids (bbls/d) 10           3              233

Total (boe/d @ 6:1)          711         199              257

Average Prices (net of hedging)
  Oil ($/bbl)                  44.40      33.29             33
  Natural gas ($/mcf)           5.73       3.92             46
  Natural gas liquids ($/bbl)  42.45      32.99             29

                          Financial

                                      Three Months Ended
                                          March 31
                             2003           2002         % Change
                             ----           ----         --------
Revenue, net of royalties   $1,639,944    $309,889          429
Cash flow                      755,092     (49,497)       1,625
Cash flow per share               0.01       (0.00)          -
Net loss                      (165,488)    (184,582)        (10)
Net loss per share               (0.00)       (0.01)         -
Net capital expenditures     2,957,782     1,161,307         155
Net debt (working capital)   7,710,436      (788,297)      1,078
Shares outstanding          55,576,378     37,382,252         49
Stock options outstanding    3,097,000      2,260,000         37

                          ACTIVITY REVIEW

In the first quarter, Terraquest participated in the drilling of
six exploratory wells (5.2 net), two of which were drilling over
year-end and rig released in January. At McLeans Creek, in
Northwest Alberta, an exploratory Granite Wash oil well was
unsuccessful, while at Bigoray, in West Central Alberta, an
exploratory gas well was completed and is currently suspended. A
successful oil well (50% net) was drilled at Little Bow and is
on production at a stabilized rate of 20 bbls per day. Three
successful gas wells (all 100% W.I.) were cased at Iron Springs,
Badger and Eyremore. Tie-in of the well at Iron Springs has been
completed and the well will be on-stream by month end.

Production from the Eyremore area in Southern Alberta was
hampered by operational problems at a third party sour gas
processing facility, leading to net production of approximately
1 mmcf per day being shut-in for most of the first quarter. The
facility began to accept reduced volumes in April and it is
expected that full production should commence in June, 2003. The
well at Firebird, in Northwest Alberta, was shut-in throughout
the quarter, but has been brought back on stream in May at
restricted rates of 70 to 90 boe per day net.

An acquisition of properties producing approximately 40 boe per
day in the Grand Forks area of Southern Alberta for cash
consideration of $518,000 was signed in January and closed on
May 2, 2003. While the purchase is effective October 1, 2002, no
production volumes from these properties were included in first
quarter results. Included in the purchase are 1,200 net acres of
undeveloped land and an oil battery at Grand Forks. Terraquest
has identified two well locations and two recompletions on these
lands.

Terraquest's business plan for 2003 continues to be to lever off
our large land position to build critical mass in the company.

              MANAGEMENT'S DISCUSSION AND ANALYSIS

Per boe amounts have been calculated assuming that six thousand
cubic feet ("mcf") of natural gas equals one barrel ("bbl") of
crude oil. Year to date results for 2002 include operations from
January 16, 2002 and operational statistics are calculated from
that date.

Terraquest's sales averaged 711 boe per day in the first
quarter, up from 199 boe per day in the first quarter of 2002
and down from 885 boe per day in the fourth quarter of 2002.
Natural gas sales averaged 3,627 mcf per day in the first
quarter of 2003, compared to 571 mcf per day in the first
quarter of 2002 and 4,632 mcf per day in the fourth quarter of
2002. The premature watering out of a 1mmcf per day (net) gas
well at Eyremore, as well as the continuing shut-in production
at Eyremore during the quarter led to the reduced volumes. Crude
oil and liquids sales were steady, averaging 107 barrels per day
("bopd") for the first quarter, compared to 104 bopd a year
earlier and 113 bopd in the fourth quarter of 2002.

Strong oil and gas prices resulted in net revenues of $1,733,872
for the first three months of 2003, up substantially from
$309,889 a year earlier. The average sales price of crude oil
for the first quarter, net of hedging, was $44.40 per barrel
compared to $33.29 in 2002, while Terraquest's natural gas price
averaged $5.73 per mcf in the first quarter, up from $3.92 per
mcf in the first quarter of 2002. Reduced gas production volumes
in the first quarter resulted in 70% of sales being subject to
fixed price contracts, where the price was approximately $5.40
per mcf. As production volumes increase, a greater portion of
sales will be at spot prices.

Royalties, net of the Alberta Royalty Tax Credit, were $653,501
in the first quarter of 2003, representing 28.5% of sales,
compared to $119,191 in 2002. The effective royalty rate was
higher in the first quarter as freehold mineral taxes were paid
on properties in the Robin area of Southern Alberta and the
Alberta reference price used for gas royalty calculations was
considerably higher than the actual revenue being received
pursuant to fixed price gas contracts. Royalty rates include all
overriding royalties payable. As production volumes increase, we
expect effective royalty rates to decrease. Operating expenses
increased to $554,061 or $8.66 per boe for the quarter, compared
to $130,389 or $8.74 per boe for the first quarter of 2002, as
production volumes were higher in 2003.

General and administrative expenses for the three months ended
March 31, 2003 were $272,538 or $4.26 per boe, compared to
230,977 or $15.48 per boe for the same period in 2002. Depletion
and depreciation expense for the first quarter of 2003 was
$1,234,091, compared to $184,595 in 2002, reflecting higher
production volumes in 2003. The future tax recovery for the
quarter of $378,340 reflects the loss recorded for the period,
as well as reduced future income tax rates. Terraquest has
approximately $20.0 million of tax pools available to shelter
future income.

Cash flow from operations for the first quarter was $755,092 or
$0.01 per share, up from negative cash flow of $49,497 in the
first quarter of 2002. The Company incurred a net loss during
the first quarter of $165,488 or $nil per share, down slightly
from a loss of $184,532 in 2002. The loss reflects high
depletion charges.

Net capital expenditures were $2,957,782 for the first three
months of 2003, up from $1,161,307 in 2002.

The weighted average shares outstanding for the first quarter
were 55.6 million, compared to 28.7 million for 2002. There are
currently 55.6 million shares and 3.1 million stock options
outstanding.

                LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2003, the Company had $1.7 million undrawn on its
$7.5 million line of credit, which is approximately $0.2 million
less than the net working capital deficiency at that date. The
line of credit was expanded to $9.1 million in April, 2003
decreasing to $8.0 million in June, 2003. Capital expenditures
in 2003 will be funded from cash flow and the excess available
on the bank line.

At March 31, 2003, the company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $8 million.

                           OUTLOOK

After hitting a "speedbump" on the road to production growth,
Terraquest continues to focus on increasing its production
volumes, building its prospect inventory and levering off its
large land base. A recent four well farm-out on favorable terms
will accelerate drilling activity in the Company's Southern
Alberta core area in the second quarter of 2003.

The return to partial production rates from the two key shut-in
wells at Eyremore and Firebird is a positive development which,
combined with the acquisition of producing properties at Grand
Forks in May, will boost second quarter production volumes.
Assuming minimal success from new drilling, annualized
production volumes for 2003 are forecast to average 750 to 900
boe per day, depending on the stability in production volumes
from the Firebird and Eyremore wells. Current production volumes
are approximately 800 boe per day, with Eyremore and Firebird at
restricted production levels.

In 2003, the quality and quantity of Terraquest's prospects has
continued to increase, which bodes well for future growth of the
Company. In that regard, we are pleased to announce that
Terraquest has executed an exciting new farm-in on approximately
50 sections of high working interest lands in Southern Alberta,
with the potential for exploration and development of gas and
oil prospects. Terraquest will have access to a large seismic
base on this extensive land position, which could fuel
meaningful growth in Southern Alberta.

Terraquest is a full cycle junior exploration and development
company with a large undeveloped land base in Alberta. The
company trades on the Toronto Stock Exchange under the symbol
"TRQ".


TEXAS GAS: Prices Tender Offer for $150 Million of 8.625% Notes
---------------------------------------------------------------
Texas Gas Transmission, LLC (formerly Texas Gas Transmission
Corporation) announced the consideration to be paid in its
tender offer for any and all $150 million in aggregate principal
amount of its outstanding 8.625% notes due 2004 (CUSIP No.
882440 AQ 3).

The total consideration payable was determined based on the bid-
side yield of the 3.625% U.S. Treasury note due March 31, 2004,
as of 2:00 p.m. New York City time on May 22, 2003, plus a fixed
spread of 50 basis points, as more fully described in the
Company's Offer to Purchase dated May 16, 2003. The reference
yield as calculated by the Dealer Managers was 1.102%.

Accordingly, the tender offer yield is 1.602%, and the total
consideration per $1,000 principal amount of notes is $1,058.44.
In addition, holders of notes validly tendered and not withdrawn
before 5:00 p.m. New York City time on the Early Tender Date
will receive $13.66 of accrued and unpaid interest to an assumed
settlement date of May 28, 2002. The total consideration
includes an early tender premium of $30 per $1,000 principal
amount of notes payable only in respect of notes validly
tendered and not withdrawn before 5:00 p.m. New York City time
on the Early Tender Date.

The Company also announced that $132,715,000 in aggregate
principal amount of the notes (88.5% of the aggregate principal
amount of notes outstanding) were tendered and not withdrawn
before 5:00 p.m. New York City time on the Early Tender Date.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on June 13, 2003, unless extended or earlier
terminated. Holders who validly tender (and do not withdraw)
their notes after 5:00 p.m., New York City time, on the Early
Tender Date but prior to 12:00 midnight on the Expiration Date,
will receive the total consideration less the early tender
premium, which is $1,028.44 per $1,000 principal amount of
notes, and accrued and unpaid interest up to and not including
the final settlement date, expected to be promptly following the
Expiration Date.

The tender offer is subject to the terms and conditions set
forth in the Offer to Purchase.

The Company has retained Lehman Brothers Inc. and Citigroup
Global Markets Inc. to serve as Dealer Managers for the tender
offer, and Innisfree M&A Incorporated to serve as the
Information Agent. Requests for documents may be directed to the
Information Agent by telephone at (888) 750-5834 (toll-free) or
(212) 750-5833 (collect). Questions regarding the tender offer
may be directed to Lehman Brothers Inc. at (800) 438-3242 (toll-
free) or (212) 528-7581 (collect), Attention: Liability
Management Group - Rad Antonov or Citigroup Global Markets Inc.
(800) 558-3745 (toll free) or (212) 723-6106, Attention:
Liability Management Group.


TEXAS GAS: Fitch Upgrades Low-B Senior Unsecured Debt Rating
------------------------------------------------------------
Texas Gas Transmission, LLC's (TGT; formerly Texas Gas
Transmission Corp.) senior unsecured debt rating is upgraded to
'BBB+' from 'BB' by Fitch Ratings. The rating is removed from
Rating Watch Positive where it was placed on April 14, 2003.

In addition, Fitch assigns a 'BBB+' rating to TGT's issuance of
$250 million senior notes due 2015 and a 'BBB' rating to TGT
Pipeline LLC's issuance of $185 million senior notes due 2018.
Proceeds from the new issues will be used to refinance $150
million of higher cost debt at TGT and repay a $275 million
bridge loan. The Rating Outlook is Stable.

The rating action follows the successful completion of the
acquisition of TGT by Loews Corp. ('A' senior unsecured debt,
Rating Outlook Negative by Fitch) on May 16, 2003 in a
transaction valued at $1.045 billion. As part of the acquisition
Loews established TGT Pipeline as an intermediate holding
company for TGT. TGT is a Federal Energy Regulatory Commission
regulated natural gas pipeline which owns and operates a 5,900
mile long-line system connecting Gulf Coast gas-producing basins
to end-user markets in the Midwest.

TGT's rating reflects its stable market position in the highly
competitive U.S. mid-continent corridor, its strong standalone
financial profile, and the higher rating of Loews as compared
with that of former owner The Williams Companies, Inc. ('B+'
senior unsecured debt, Rating Outlook Stable). Notwithstanding
these strengths, TGT's rating is constrained by its relatively
short contractual profile and potential cash flow volatility due
to capacity turnback and/or rate discounting. With approximately
43% of TGT's firm transportation contracts set to expire through
December 2005, TGT is exposed to significant near-term capacity
turnback risk. Due to competitive conditions in the Midwest gas
pipeline sector, Fitch believes that some level of rate
discounting may be necessary to retain this capacity.

TGT's standalone credit profile is consistent with the 'BBB+'
rating even after factoring in the proposed debt issuance at
TGT. On a pro-forma basis, TGT's capital structure is likely to
approximate 36% debt and 64% shareholders' equity versus a
historical range of about 28% debt/capital. In addition, EBITDA
to interest should exceed 6.5 times in 2003.

The proposed 'BBB' rating for TGT Pipeline reflects the
structural subordination of its debt obligations to TGT's
outstanding $350 million senior notes and the expectation that
cash distributions from TGT will be sufficient to cover debt
service at TGT Pipeline. The FERC currently does not provide any
general restrictions limiting the flow of funds between
regulated pipeline operating subsidiaries from their immediate
parent companies. In addition, there are no restrictions in
TGT's indenture limiting its ability to upstream dividends to
TGT Pipeline. Accordingly, TGT Pipeline should have sufficient
cash available to service debt on its proposed $185 million
senior notes. Fitch estimates that cash to TGT Pipeline, as
defined by EBITDA generated by TGT minus TGT interest expense
and capital expenditures should cover interest expense on TGT
Pipeline's senior notes by approximately 2.5x in 2003.


TROLL COMMS: US Trustee Sets Section 341(a) Meeting for June 25
---------------------------------------------------------------
The United States Trustee will convene a meeting of Troll
Communications, LLC and its debtor-affiliates' creditors on
June 25, 2003, 2:00 p.m., at J. Caleb Boggs Federal Building,
2nd Floor, Room 2112, 844 King Street, Wilmington, Delaware
19801. This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Troll Communications L.L.C., Publishes and distributes books and
other educational materials primarily aimed at the pre-K through
9th grade market.  The Debtors filed for chapter 11 protection
on May 16, 2003 (Bankr. Del. Case No. 03-11508).  Raymond Howard
Lemisch, Esq., at Adelman Lavine Gold and Levin, PC represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed estimated
assets and debts of over $100 million each.


UNITED AIRLINES: Wants Nod for Global Settlement with GE Capital
----------------------------------------------------------------
UAL Corporation asks Judge Wedoff for authority to enter into a
Global Settlement, including a DIP Liquidity Facility, with
General Electric Capital Corporation, PK Air US, Inc. and PK
AirFinance US, Inc.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the
Court that United has an extensive and critical relationship
with the GE Entities, including aircraft financing and general
debt financing.  The GE Entities are among the Debtors' largest
creditors, with involvement in the financing for 82 of the
Debtors' aircraft.  Additionally, GECC invested in a junior
tranche of United's 2001-1 EETC aircraft financing transaction.
The Global Settlement addresses 51 aircraft.  Of the other 31
aircraft, the interests in 16 were transferred to other parties
and terms for the remaining 15 are currently under settlement
negotiations.

Mr. Sprayregen explains that the Global Settlement reflects the
GE Entities' strong collateral position, unique relationship
with United and their willingness to finance a significant
portion of the Debtors' future capital needs.  The key aspects
of the Global Settlement are:

     (1) the creation of up to $16,000,000 in DIP Liquidity
         Facility, secured by junior security interests in the
         same collateral that secures the Credit Agreement dated
         January 28, 2002, between United, PK Air and Wells Fargo
         Bank, and the Credit Agreement dated May 29, 2002,
         between United, PK AirFinance and Wells Fargo;

     (2) the modification of the January Facility and the May
         Facility to extend the maturity date for each Series A
         Loan and Series B Loan by three years, amend the
         amortization schedule for the Series A and B Loans and
         reduce the Applicable Margin;

     (3) the transfer of GECC and its affiliates' interests in
         the Ranger Aircraft and the Series D Certificates to
         United;

     (4) the transfer of United's interest in the PK 777 Aircraft
         to GECC;

     (5) the lease of the PK 777 Aircraft by GECC to United;

     (6) the foreclosure of PK AirFinance's debtholders' lien on
         the PK 757 Aircraft.  PK AirFinance will cause the owner
         of the PK 757 Aircraft to lease the Aircraft to United;
         and

     (7) an agreement on the treatment, under Section 1110 of the
         Code, of the Amsterdam Aircraft, the PK 757 Aircraft and
         the operating leases financed by the GE Entities.

As a result of the Global Settlement, United expects:

     (a) access to a $16,000,000 liquidity facility;

     (b) savings between $50,000,000 to over $100,000,000 in
         present value; and

     (c) cash flow savings for 2003 of $50,000,000 and
         $200,000,000 over a five-year period.

A summary of the Global Settlement and Term Sheets are:

     -- DIP Liquidity Facility

        This Facility is for working capital and other general
        corporate purposes.  Funds are available in five draw
        downs commencing May 29, 2003 through July 28, 2003.
        Interest will accrue at 1-month LIBOR plus 3.30%.  The
        Facility matures on September 30, 2003 and will be
        secured by a junior interest in 2002 Collateral.

     -- Amendments

        The Credit Facilities will be amended to:

        * extend the maturity for each Series A Loan and Series B
          Loan by three years;

        * amend the amortization schedule of the Series A and
          Series B Loans; and

        * reduce the Applicable Margin.

     -- Section 1110

        Treatment of GE Entity-financed or leased aircraft is
        divided into three separate categories:

        (1) leases on four 737-322 and one 737-500 aircraft will
            be amended to provide for new monthly lease rates;

        (2) United will comply with obligations consistent with
            Section 1110(a) elections; and

        (3) existing leases between United and GECC for Airbus
            aircraft will remain intact and unchanged.  United
            will assume the leases before the Effective Date of a
            Plan;

     -- Ranger Aircraft

        GECC will transfer to United 100% of its equity interest
        in the Ranger Aircraft.  GECC will release all junior
        liens created in GECC's favor against the 2002 Collateral
        that secure obligations under the Indemnity Agreement.

     -- EETC Notes

        GECC will transfer to United all interests in the Series
        D Certificates for $70,268,000.

     -- PK 777 Aircraft

        United will transfer to GECC its equity interest in the
        PK 777 Aircraft.  GECC will lease the PK 777 Aircraft to
        United.  United's obligations will be secured by granting
        GECC an additional junior security interest in the 2002
        Collateral.

     -- PK 757 Aircraft

        PK AirFinance will cause a foreclosure of the
        debtholders' lien on the PK 757 Aircraft and will cause
        the owner of the PK 757 Aircraft to enter into a new
        lease with respect to the PK 757 Aircraft to United.

     -- Fess & Expenses

        United will reimburse the GE Entities for out-of-pocket
        fees and expenses incurred in connection with the Global
        Settlement. (United Airlines Bankruptcy News, Issue No.
        19; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNOVA INC: Appoints Lydia H. Kennard to Board of Directors
----------------------------------------------------------
UNOVA, Inc. (NYSE:UNA) -- http://www.unova.com-- announced that
Lydia H. Kennard will join its board of directors. Kennard, 49,
is executive director of Los Angeles World Airports, a position
she has held since March 2000, after serving as Interim
Executive Director since August 1999. She oversees and manages a
system of airports comprised of Los Angeles International,
Ontario International, Palmdale Regional, and Van Nuys.

Prior to LAWA, Kennard was President/Principal-in-Charge of KDG
Development Construction Consulting, a Los Angeles-based firm
specializing in land use planning, development, programming, and
construction management for public and private sector clients.

Kennard is a member of the Board of Trustees of RAND, a
nonprofit research and analysis institution, a director of
IndyMac Bank, and a member of the UniHealth Foundation Board.
She has been a member of the Los Angeles Planning Commission,
the California Medical Center Foundation Board and the Equal
Opportunity Advisory Council for Southern California Edison. The
Los Angeles Chapter of the Women's Transportation Seminar named
her 1995 "Woman of the Year."

Kennard earned a Bachelor of Arts degree from Stanford, a
Master's degree from Massachusetts Institute of Technology and a
law degree from Harvard.

UNOVA is a leading supplier of automated data collection,
wireless networking and mobile computing systems for industrial,
distribution and government markets. The company also designs
and builds manufacturing systems, primarily for the global
automotive and aerospace industries.

                          *     *     *

As previously reported in Troubled Company Reporter, Fitch
Ratings affirmed the rating on UNOVA Inc.'s senior notes at
'CCC', and changed the Rating Outlook to Stable from Negative.

The change in the rating outlook reflects UNA's success in
bringing down debt levels through one-time events and
intellectual property settlements, and in reducing costs. UNA's
covenants have been amended to provide more room and its free
cash flows have improved. It also considers the company's
uncertainty in generating cash flows through its core
businesses.


USG CORP: Wants Blessing to Obtain $100-Million Letter of Credit
----------------------------------------------------------------
Since the Petition Date, USG Corporation and its debtor-
affiliates have maintained a very strong position in cash and
cash equivalent.  As a result, the Debtors have never borrowed
under their $350,000,000 DIP Financing Facility and have used
only $16,000,000 of that facility for their letter of credit
needs.  The Debtors do not project any borrowing needs for the
remainder of their Chapter 11 cases.  However, the Debtors do
anticipate letter of credit needs from time to time.

"The Debtors need only an LC Facility, rather than a credit
facility with borrowing capacity, due to their strong cash
position and operational strength," Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, tells the Court.  Mr. DeFranceschi explains that
Debtors and their subsidiaries had $300,000,000 in cash and
marketable securities on a consolidated basis.  The Debtors and
their subsidiaries have increased that position by more than
150% since that time, as evidenced by their $768,000,000
position in cash and marketable securities reported as of March
31, 2003.  The Debtors project that their cash and marketable
securities position will increase over time.

Accordingly, the Debtors' management determined that the Debtors
should endeavor to obtain a more favorable form of financing
that would address only their letter of credit needs, lower the
cost of satisfying those needs and remove various restrictive
operating covenants present in their current DIP Facility.

Of the various parties they have approached, the Debtors
determined that the option from LaSalle Bank, N.A. is the most
attractive option.  Thus, the Debtors ask the Court for
authority to enter into a $100,000,000 letter of credit facility
with LaSalle.  The Debtors will grant La Salle a lien on cash
that they will pledge from time to time as security for their
reimbursement obligations owed for letter of credit issued under
the Facility.  The Debtors further ask the Court to grant
LaSalle relief from stay to exercise its remedies under the
Facility without further Court order.

A summary of the existing DIP Facility and the LC Facility shows
that the terms of the LC Facility are very favorable compared to
the existing DIP Facility:

                          Existing DIP
     Term                 Facility              LC Facility
     ----                 ------------          -----------
     Obligors             All Debtors           USG

     Commitment           $100,000,000          $100,000,000

     Availability         Subject to a          No borrowing
                          borrowing base        base; Firm
                                                commitment

     Maturity Date        June 2004             June 2006

     Commitment Fee       50 basis points       25 basis points

     LC Fee               200 basis points      50 basis points

     Fronting Fee
       For LC Issuances   25 basis points       None

     Administrative       $175,00 annually      None

       Agent Fee
     Covenants            Various affirmative   None
                          & negative financial
                          & other covenants

     Events of Default    Typical for a         Minimal;
                          standard DIP          Failure to
                          facility              promptly
                                                reimburse for LC
                                                drawn

     Security             Substantially all     Cash or cash
                          of the Debtors'       equivalents equal
                          assets                to 103% of the
                                                face amount of
                                                each LC
                                                outstanding

Mr. DeFranceschi submits that the LaSalle Facility will result
in substantial savings for the Debtors and their estates, as
well as provide the Debtors with increased flexibility in
operating their businesses.  The Debtors estimate that the fee
savings will approximate $625,000 on an annual basis.  Thus, the
Debtors have determined that the LC Facility is the most
attractive option for them and their estates. (USG Bankruptcy
News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


VENUS EXPLORATION: KPMG Resigns as Company's External Auditor
-------------------------------------------------------------
By letter dated May 7, 2003 and received by Venus Exploration,
Inc., May 8, 2003, KPMG LLP, the independent accountant who was
previously engaged to audit the company's financial statements,
resigned.

KPMG LLP's audit report on the consolidated financial statements
of Venus Exploration, Inc and Subsidiary as of and for the years
ended December 31, 2001 and 2000, contained a separate paragraph
stating "the Company has suffered recurring losses from
operations and has a working capital deficiency and a net
capital deficiency that raise substantial doubt about its
ability to continue as a going concern."

Additionally, according to the Company, during its two most
recent fiscal years ended December 31, 2001 and 2000, and the
subsequent interim periods through May 7, 2003:

      (A)  KPMG LLP did not advise the Company that the internal
           controls necessary for the development of reliable
           financial statements did not exist.

      (B)  KPMG LLP did not advise the Company that information
           had come to its attention that led them to be unable
           to rely on management's representation or that made
           them unwilling to be associated with the financial
           statements prepared by management.

      (C)  KPMG LLP did not advise the Company of the need to
           expand significantly the scope of its audit, or that
           information had come to their attention that further
           investigation might materially impact the fairness or
           reliability of either previously issued audit reports
           or the underlying financial statements, and KPMG, LLP
           did not so expand the scope of their audit or conduct
           such further investigations.

      (D)  KPMG LLP did not advise the Company that information
           had come to their attention that they have concluded
           materially impacts the fairness or reliability of
           previously issued audit reports or the underlying
           financial statements or the financial statements
           issued covering fiscal periods subsequent to the date
           of the most recent financial statements covered by an
           audit report.

The Company has requested that KPMG LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating
whether they agree with the above statements.


WEIRTON STEEL: Brings-In McGuireWoods LLP as Bankruptcy Counsel
---------------------------------------------------------------
Weirton Steel Corporation and its debtor-affiliates seeks the
Court's authority to employ the law firm of McGuireWoods LLP as
its counsel with regard to the filing and prosecution of this
case, and all related matters, effective as of the Petition
Date.

James T. Gibbons, Weirton's Senior Director on Corporate
Development and Strategy, relates that McGuireWoods has
extensive experience and expertise in the field of business
reorganizations under Chapter 11 of the Bankruptcy Code and has
the ability to respond quickly to all legal issues that may
arise in this case. The Debtor believes that McGuireWoods is
both well qualified and uniquely able to represent it in this
case in an efficient and timely manner.

Compensation will be payable to McGuireWoods on an hourly basis,
plus reimbursement of actual, necessary expenses and other
charges incurred by the Firm.  The hourly rates charged by
McGuireWoods are consistent with the rates charged in comparable
non-bankruptcy matters and are subject to periodic adjustments
to reflect economic and other conditions.  The Firm's current
hourly rates are:

              Partners                     $220 - 575
              Associates                    155 - 350
              Legal assistants               95 - 200

Mr. Gibbons informs the Court that McGuireWoods holds a $120,000
general retainer for its services and expenses to be rendered or
incurred for or on behalf of the Debtor.  The Debtor has agreed
that McGuireWoods will hold this retainer during the pendency of
this case and will apply the retainer against the Firm's final
fee application.  In addition, the Firm was paid $130,000 by the
Debtor for work performed through May 18, 2003.

As counsel, McGuireWoods will:

     A. advise the Debtor with respect to its powers and duties
        as a debtor-in-possession in the continued management and
        operation of its businesses and properties;

     B. attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

     C. take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        the Debtor's behalf, the defense of any action commenced
        against the Debtor, negotiations concerning all
        litigation in which the Debtor is involved, and
        objections to claims filed against the estate;

     D. prepare on the Debtor's behalf all motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estate;

     E. negotiate and prepare on the Debtor's behalf a plan of
        reorganization, disclosure statement, and all related
        agreements and documents, and take any necessary action
        on behalf of the Debtor to obtain confirmation of the
        plan;

     F. represent the Debtor in connection with postpetition
        financing if obtained;

     G. advise the Debtor in connection with any potential sale
        of assets;

     H. appear before the Court, any appellate courts, and the
        United States Trustee and protect the interests of the
        Debtor's estate before the courts and the United States
        Trustee;

     I. consult with the Debtor regarding tax, intellectual
        property, labor and employment, real estate, corporate
        finance, corporate and securities, and litigation
        matters; and

     J. perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor in
        connection with this Chapter 11 case.

To the best of the Debtor's knowledge, McGuireWoods has not
represented the Debtor's creditors, equity security holders, or
any other parties-in-interest or their attorneys and
accountants, the United States Trustee or any person employed in
the office of the United States Trustee, in any matter relating
to the Debtor or its estate.

McGuireWoods Partner Mark E. Freedlander assures the Court that
the Firm does not hold or represent any interest adverse to the
Debtor's estate and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.  However, he
discloses that McGuireWoods currently represents or in the past
has represented these parties in matters unrelated to the Debtor
and it's Chapter 11 case: AC Dellovade Inc., Burns International
Security Services Inc., CIT Group/Business Credit Inc., Compucom
Systems Inc., Consolidated Rail Corporation, Fleet Capital
Corporation, GMAC Business Credit LLC, JP Morgan Trust Company
N.A., Koppers Industries Inc., KPMG, Norfolk Southern Railway
Company, The BOC Group Inc., Transamerica Business Capital
Corporation, US Filter Operating Services Inc., and USX
Corporation.

In a separate application, the Debtor also seeks to employ the
law firm of Bailey, Riley, Buch & Harman, L.C. to act as its
local counsel.  The Debtor believes that McGuireWoods' services
will be complementary to, rather than duplicative of, the
services to be performed by Bailey Riley.  The Debtor is very
mindful of the need to avoid duplication of services, and
appropriate procedures will be implemented to ensure there is no
duplication of effort as a result of its employment of
McGuireWoods and local bankruptcy counsel. (Weirton Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


WESTERN INTEGRATED: Wants Solicitation Period Extended to Jul 31
----------------------------------------------------------------
Western Integrated Networks, LLC and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Colorado to extend
the time period within which they have the exclusive right to
solicit acceptances of their chapter 11 plan.  The Debtors want
their exclusive solicitation period extended through July 31,
2003.

The Debtors report that on February 28, 2003, they filed their
Joint Liquidating Chapter 11 Plan.  Their Creditors' Committee
joined as a plan proponent.  However, the U.S. Trustee and the
County of Denver object to the Debtors' Disclosure Statement,
which the Debtors are diligently revising.  The UST has
withdrawn its objections and the Committee is negotiating with
Denver in an attempt to resolve and settle the County's
objection.

Western Integrated Networks, LLC, a single source facilities
based provider of broadband services to residential and small
business customers in certain targeted markets, filed for
chapter 11 protection on March 11, 2002 (Bankr. Colo. Case No.
02-13043).  Douglas W. Jessop, Esq., at Jessop & Company, P.C.
represents the Debtors in their restructuring efforts.


WHEELING: Files Third Amended Plan and Disclosure Statement
-----------------------------------------------------------
In response to the various objections to the Disclosure
Statement and by way of updating previous information already
included in the Second Amended Disclosure Statement and Plan,
Wheeling-Pittsburgh Steel Corp., and its debtor-affiliates
present to the Court their Third Amended Disclosure Statement
and Third Amended Plan showing those amendments which they have
agreed to make in addition to those described in their responses
to the objections to the adequacy of the information in the
Second Amended Disclosure Statement.

      The Debtors' Post-Confirmation Management and Board

Prior to the confirmation of the Plan, the Debtors will
disclose:

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

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

The Board of Directors of Reorganized WPC will consist of 11
members, who will be designated under this procedure:

         (i) two will be selected by the USWA in consultation
             with the Debtors;

        (ii) two will be selected by the Debtors -- one of whom
             will be the Chief Executive Officer of WPC;

       (iii) four will be selected by the Noteholders' Committee
             in consultation with the Debtors; and

        (iv) three will be selected by the Trade Creditors'
             Committee in consultation with the Debtors.

The Debtors' officers immediately before the Confirmation Date
will continue to serve immediately after the Confirmation Date
in each of their capacities.

The WPC Board of Directors currently consists of four members:

       (1) Roland L. Hobbs,
       (2) Ronald LaBow,
       (3) Robert A. Davidow, and
       (4) Marvin L. Olshan.

The WPSC Board of Directors currently consists of eight members:

       (1) James G. Bradley,
       (2) Robert L. Dobson,
       (3) Ronald LaBow,
       (4) Marvin L. Olshan,
       (5) Robert A. Davidow,
       (6) Roland L. Hobbs,
       (7) Jim Bowen, and
       (8) Lynn R. Williams.

The principal officers of WPSC are:

1) James G. Bradley -- President and Chief Executive Officer

     Mr. Bradley was named President and CEO of WPSC on April 22,
     1998.  Previously, Mr. Bradley was President and CEO of
     Koppel Steel in Koppel, Pennsylvania, Executive Vice
     President of Operations of WPSC, a Vice President at
     International Mill Service in Horsham, PA, and Vice
     President of Operations of USS/Kobe Steel Company in Lorain,
     Ohio.

2) Paul J. Mooney -- Executive Vice President and CFO

     Mr. Mooney joined WPSC on November 5, 1997.  Mr. Mooney came
     to WPSC following 24 years with Price Waterhouse LLP, where
     he served in a variety of positions, including National
     Director of Cross-Border Filing Services, Pittsburgh Site
     Leader in the Accounting and Business Advisory Services
     Department, Client Service and Engagement Partner, and
     Senior Manager in Pittsburgh and London.  Mr. Mooney is a
     certified public accountant.

3) Daniel C. Keaton -- Senior Vice President, Human Resources
                         and Public Relations

     Dan Keaton has been Senior Vice President, Human Resources
     and Public Relations since 1999.  Mr. Keaton joined WPSC in
     1981 as Supervisor of Labor Relations at the Steubenville,
     Ohio plant.  Since then, Mr. Keaton has held a number of
     labor relations and human resources positions, including
     Director of Human Resources and Director of Labor Relations.
     Mr. Keaton has been Vice President of Human Resources since
     1992.

4) John W. Testa -- Senior Vice President, Chief Restructuring
                      Officer and Corporate Secretary

     Mr. Testa rejoined the company on June 29, 2001.  Before his
     retirement in 2000 after 36 years of service, Mr. Testa had
     been a Vice President for more than 20 years, most recently
     as Vice President of the Office of the Chairman as well as
     Vice President and Treasurer.  Since the filing of the
     Debtors' Chapter 11 cases, Mr. Testa has been a consultant
     to WPSC on bankruptcy matters.

5) Harry L. Page -- Vice President, Engineering, Technology,
                      and Metallurgy

     Harry Page joined WPSC in March 1998 as Vice President,
     Engineering and Environmental Control.  In January 1999,
     Quality Control was added to his responsibilities and he
     has served in the position of Vice President, Engineering,
     Technology, and Metallurgy since that time.  Mr. Page
     joined WPSC from LTV Steel where he was Senior Director,
     Engineering, Cleveland Works.  Mr. Page joined LTV Steel in
     1968 and held a series of engineering positions, in
     Pittsburgh, Indiana and Cleveland, including General
     Manager, Engineering and Asset Management.

6) Donald E. Keaton -- Vice President, Steel Manufacturing and
                         Procurement

     Don Keaton was named Vice President, Steel Manufacturing and
     Procurement on March 27, 2001.  Previously, he had served as
     Vice President, Primary Operations at WPSC since October 12,
     1998.  His previous responsibility had been Division
     Manager-Ironmaking at the Steubenville, Ohio complex.  Prior
     to joining WPSC in September 1997, Mr. Keaton was Manager-
     Ironmaking at AK Steel Corp. in Ashland, Kentucky.

7) Andrew E. Rebholz -- Vice President-Treasurer

     Andy Rebholz was named Vice President-Treasurer on
     February 16, 1999.  Mr. Rebholz joined the company in 1981
     and has served in a variety of financial reporting and
     accounting positions.  Most recently, Mr. Rebholz was
     Controller and General Manager of Financial Accounting and
     Taxes.  Before joining WPSC Mr. Rebholz had more than 15
     years experience in accounting and financial reporting with
     Pulman, Inc. and Rockwell International.

            Issuance of New Common Stock to Management

Under the terms of the Plan, on or immediately after the
Effective Date, shares of the Common Stock of Reorganized WPC
representing 10% of the shares of New Common Stock issued and
outstanding on such date will be issued to or for the benefit of
salaried employees.  In addition, under the terms of the
Management Stock Incentive Plan to be effective on the Effective
Date, shares of New Common Stock totaling 10% of the New Common
Stock issued and outstanding on that date on an undiluted
basis will be reserved for issuance.

On the Effective Date, 1,000,000 shares of New Common Stock,
constituting 10% of the New Common Stock to be issued and
outstanding on the Effective Date, will be distributed to or for
the benefit of salaried employees of Reorganized Debtors, in
full satisfaction of the MLA Wage Deferral Claims of such
salaried employees.  The shares for the salaried employees will
be issued in part to one or more qualified employee benefit
plans established for the benefit of all salaried employees and
the balance would be issued directly to certain senior
management personnel or to a non-qualified plan or investment
entity for their benefit, with the balance to be allocated based
on seniority, compensation and other factors and to be subject
to certain vesting conditions as an incentive for retention of
such key management personnel.

When issued, the shares of New Common Stock will dilute the
10,000,000 shares of the New Common Stock issued and outstanding
at the Effective Date.

                  Issuance of Stock to USWA

On the Effective Date, 4,000,000 shares of New Common Stock,
constituting 40% of the New Common Stock to be issued and
outstanding on the Effective Date, will be distributed pursuant
to the New Collective Bargaining Agreement in satisfaction of
USWA employees' claims under the existing collective bargaining
agreement.  The shares issued pursuant to the USWA New
Collective Bargaining Agreement will be subject to a
stockholders or similar agreement, which will contain
restrictions regarding the transferability of the shares and
provisions regarding voting such shares with respect to the
election of directors.

           Treatment of RDL Deferred Payment Obligations

On or before the Effective Date, WPSC and Rio Doce Limited will
enter into the RDL Agreement providing for:

         (a) repayment of the RDL Deferred Payment Obligations in
             equal monthly installments over a period required to
             file or serve any request for payment of such
             statutory fees, not to exceed 18 months from May 1,
             2003; and

         (b) other terms as may be agreeable to Rio Doce Limited,
             WPSC and the lenders party to the New Credit
             Agreements.

In the absence of such an agreement, the RDL Deferred Payment
Obligations will be repaid in accordance with Rio Doce Limited's
existing rights.

                 Postpetition Secured Loans

The Postpetition Secured Claims -- other than Claims under or
evidenced by the DIP Facility -- consist of:

     (a) the WHX Loans, outstanding in the amount of
         approximately $7,100,000 as of December 31, 2002;

     (b) the RDL Deferred Payment Obligations, outstanding in the
         amount of approximately $5,100,000 as of April 30, 2003;

     (c) the ODOD Loan, outstanding in the amount of
         approximately $7,000,000 as of December 31, 2002;

     (d) the WesBanco Loan, outstanding in the amount of
         approximately $1,200,000 as of December 31, 2002; and

     (e) the Fata Hunter Loans, outstanding in the amount of
         approximately $3,400,000 as of December 31, 2002.

                         IRB Claims

Except as expressly provided in the Disclosure Statement as
amended, on the Effective Date, with respect to each Allowed
Claim in Class 3, at the option of the Debtors:

         (a) the Debtor will cure any default -- other than a
             default of the kind specified in the Bankruptcy
             Code as not requiring cure -- that occurred before
             or after the Petition Date, the occurrence of which
             entitled the Person holding such Claim pursuant to
             any contractual provisions or applicable law to
             demand or receive accelerated payment of the Claim,
             and the original maturities of the Claim will be
             reinstated as such maturities existed before
             default; and

         (b) the Plan will not alter the legal, equitable or
             contractual rights to which such Claim entitles the
             holder.

All amounts that are due and owing, without acceleration, with
respect to the IRB Claims on the earlier of the Effective Date
or August 17, 2003, including any principal and interest
payments which became due in respect to the IRB Claims during
these Chapter 11 cases and were not paid by the Debtors, and the
full amount necessary to bring the amounts on deposit in the
various reserve accounts established under the applicable
indentures and other documents in respect to such IRB Claims
to the amount required to be maintained in such reserve accounts
as of the earlier of the dates specified on the earlier of the
Effective Date and August 17, 2003 will be paid in accordance
with the terms as set forth in the Plan, and the underlying bond
documents -- including the Indenture, the lease agreement and
the guaranty agreement - with respect to the IRB Claims, and the
Plan will be amended and modified to effect these terms.  The
Debtors agree to provide the Indenture Trustee with an opinion
of Debevoise & Plimpton that the modification and amendment of
the underlying bond documents to effect these terms will
not adversely affect the exemption from U.S. federal income
taxation of interest on the Series A IRBs.

Subject to the Restructuring Transactions, any guarantee
obligations of the Debtors in respect to the IRB Claims will
remain in effect through and after the Effective Date.

Nothing in these amended terms is intended or will be construed
as altering, impairing or limiting in any way the protections
afforded to FBW Leasecorp, Inc. under the Financing Agreement
dated September 1, 1999, between the Director of the State of
Nevada Department of Business and Industry and FBW Leasecorp,
Inc. and other similar provisions contained in the related bond
documents which limit FBW Leasecorp, Inc.'s obligation to pay
any amounts under the Financing Agreement and related bond
documents to the revenues derived from the Debtors under a Lease
Agreement dated August 1, 1999.

Nothing in these amended terms is intended or will be construed
as altering, impairing or limiting in any way the protections
afforded to The Industrial Development Authority of Greensville
County, Virginia under the Indenture of Trust dated April 1,
1999, between The Industrial Development Authority of
Greensville County, Virginia and First Union National Bank, as
Indenture Trustee and other similar provisions contained in the
related bond documents which limit The Industrial Development
Authority of Greensville County, Virginia's obligation to pay
any amounts under the Indenture of Trust and related bond
documents to the revenues derived from the Debtors under that
certain Lease Agreement dated August 17, 1998.

The Plan does not alter the rights of any Person holding an
Allowed Claim in Class 3 in any collateral securing such Allowed
Claim as of the Petition Date and the Lien securing each Allowed
Claim are ratified and affirmed.  The Debtors estimate the
aggregate amount of Allowed Claims in Class 3 to be
approximately $7,100,000.

               Separation of the Pension Plans

WHX sponsors a defined benefit plan insured by the Pension
Benefit Guaranty Corporation under Title IV of ERISA, which
covers substantially all of WHX and the Debtors' employees and
is denominated by WHX as a multi-employer pension plan -- PBGC
does not agree with this contention.  The Debtors are currently
participating employers in the WHX Pension Plan.  In conjunction
with the implementation of the Plan, the Reorganized Debtors
will cease to be participating employers under and will separate
from the WHX Pension Plan.  The terms of the separation will be
governed by the WHX Agreement.  The terms of a new pension
program will be determined through ongoing discussions between
the Debtors and the USWA.

In addition, the Debtors are participating employers in the
Central States, Southeast and Southwest Area Pension Fund, a
multi-employer plan.  Notwithstanding anything to the contrary
contained in the Plan, any liability of the Debtors or any third
party to the Central States Plan is left unimpaired under this
Plan, will not be discharged and will continue unaltered as if
the Chapter 11 cases had not been commenced, nor will any third-
party be released from any liability or Claim that Central
States may have against that third-party as a result of the
Debtors' participation in the Central States Plan. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WILLIAMS: Initial Purchaser Exercises Option on Conv. Debentures
----------------------------------------------------------------
Williams (NYSE: WMB) announced that the initial purchaser of its
previously announced private offering of 5.5 percent junior
subordinated convertible debentures due 2033 has exercised its
option to purchase an additional $25 million of the debentures.

The closing for the aggregate $300 million of convertible
debentures (which includes the $25 million issued pursuant to
the option) is expected to be May 28.

Williams intends to use substantially all of the net proceeds
from the offering to fund its previously announced repurchase of
the convertible preferred stock currently held by a subsidiary
of MidAmerican Energy Holdings Company.

The convertible debentures being sold to certain institutional
investors have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.

As reported in Troubled Company Reporter's Tuesday Edition,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on energy company The Williams Cos. Inc.
Ratings on Williams and its subsidiaries were removed from
CreditWatch with negative implications, where they were placed
July 23, 2002. The outlook is negative.

In addition, Standard & Poor's raised its rating on Williams'
senior unsecured debt to 'B+' from 'B' Standard & Poor's also
assigned its 'B-' rating to $300 million junior subordinated
convertible debentures at Williams. The rating on the junior
debentures is two notches below the corporate credit rating to
reflect structural subordination to the senior debt.

Tulsa, Oklahoma-based Williams has about $13 billion in
outstanding debt.


WINSTAR: Court OKs Ciardi as Chapter 7 Trustee's Special Counsel
----------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee obtained the
Court's authority to employ Ciardi, Maschmeyer & Karalis, P.C.
as Special Counsel nunc pro tunc to March 17, 2003, to assist in
reviewing and prosecuting alleged preference claims that fall
within certain limits established by the Trustee.

Specifically, Ciardi will:

     A. investigate preferences due from certain entities;

     B. recover preferences; and

     C. provide any other assistance that may be necessary and
        proper in these proceedings.

Compensation will be payable to Ciardi on a one-third
contingency basis for all recovered preferences, plus
reimbursement of actual, necessary expenses and other charges
incurred by Ciardi. (Winstar Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Obtains Approval for Global Crossing Settlement
-------------------------------------------------------------
Worldcom Inc. and its debtor-affiliates obtained the Court's
authority to:

     (a) compromise claims asserted against certain Global
         Crossing Entities;

     (b) enter into a settlement agreement with the Global
         Crossing Entities; and

     (c) enter into a new Digital Services Agreement and a new
         Telecommunications Services Agreement for certain
         Services provided currently to the Global Crossing
         Entities by WorldCom.

                          Backgrounder

WorldCom and its affiliates and certain Global Crossing Entities
are parties presently to various agreements relating to the
purchase and sale of telecommunications services, most notably,
the Wholesale Services/Emerging Markets Digital Services
Agreements and a Telecommunication Services Agreement.  The
Global Crossing Entities are substantial wholesale customers of
WorldCom, accounting for annual revenue over $100,000,000.

WorldCom asserted prepetition claims for services rendered,
including under the Existing Contracts, of over $27,500,000.
The Global Crossing Entities disputed over $9,500,000 of the
WorldCom claim and asserted certain defenses and set-off rights.

Since the Petition Date, the Global Crossing Entities have
continued to utilize WorldCom services in the conduct of their
postpetition operations.  WorldCom and the Global Crossing
Entities have had certain disputes concerning the amounts that
are due and owing for postpetition services rendered to the
Global Crossing Entities.  In connection with its Plan, the
Global Crossing Entities proposed a $5,600,000 cure payment to
WorldCom for assumption of the Existing Contracts and a
distribution on account of all prepetition claims. After the
Global Crossing Entities made their proposal to resolve
prepetition claims, the parties engaged in a protracted and
complex claim reconciliation process and negotiation.
Ultimately, WorldCom and the Global Crossing Entities were able
to reach a settlement of all open issues, by a written
agreement, dated March 28, 2003, relating to resolution of
WorldCom's prepetition claims, and by a Memorandum of
Understanding, also dated March 28, 2003, relating to a
resolution of postpetition billing disputes.  Viewed together,
these agreements evidence a comprehensive resolution of:

     (a) all prepetition claims asserted by WorldCom against the
         Global Crossing Entities; and

     (b) all postpetition billing disputes relating to
         telecommunications services provided to the Global
         Crossing Entities after the Petition Date through the
         February 10, 2003 billing cycle.

The Memorandum of Understanding also provides for the execution
of a new Digital Services Agreement and a new Telecommunications
Services Agreement, each with a two-year term, commencing as of
April 1, 2003 and a substantial annual minimum revenue
commitment.  These agreements enable the parties to avoid the
expense, inconvenience and uncertainty of complex, "paper
intensive" claims litigation, and establish the framework for a
substantial forward business relationship on terms favorable to
WorldCom.

The settlement amount will be paid through:

     (a) a $2,275,000 initial payment within five business days
         of the effective date of the Global Crossing Entities'
         Plan; and

     (b) the balance payable in 12 equal and consecutive monthly
         installments commencing on the first day of the month
         immediately following the month in which the effective
         date of the Plan occurs.

The Settlement Agreement also provides for accelerated invoice
payment terms for a 12-month period following the effective date
of the Global Crossing Entities' Plan.  Moreover, WorldCom
receives a broad release from the Global Crossing Entities of
all claims against it through the date of the Settlement
Agreement. The Settlement Agreement will result in significant
cost savings in terms of legal fees and related expenses, and
will remove the uncertainty associated with the numerous pending
claim and billing disputes.  WorldCom and the Global Crossing
Entities believe that the resolution of these disputes will
allow the parties to move forward with their business
relationship. (Worldcom Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WRAPADE MACHINE: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Wrapade Machine Company, Inc.
              280 Midland Avenue
              Building C-1
              Saddle Brook, New Jersey 07663

Bankruptcy Case No.: 03-26995

Debtor affiliates filing separate chapter 11 petitions:

         Entity                                     Case No.
         ------                                     --------
         PacTec, Inc.                               03-27002

Chapter 11 Petition Date: May 21, 2003

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtors' Counsel: Morris S. Bauer, Esq.
                   Sheryll S. Tahiri, Esq.
                   Ravin Greenberg PC
                   101 Eisenhower Parkway
                   Roseland, NJ 07068-1028
                   Tel: (973) 226-1500

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

      A. Wrapade Machine's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Winning Combination                                   $177,237

PMR Inc.                                               $38,110

Cuny & Guerber                                         $29,125

Gable Peritz Mishkin & Co.                             $21,135

Beattle Padovano, LLC                                  $20,377

Ferry Machine Co.                                      $20,324

ABC Crating                                            $17,679

Ann's House                                            $17,550

Sen Jin                                                $17,551

MBNA America                                           $12,444

Gelger Tool                                             $8,906

Pakmatic                                                $8,430

Frazier & Son                                           $7,338

United Van Lines                                        $6,227

O&B Communications                                      $6,225

Betar                                                   $6,162

Deitz Co., Inc.                                         $5,419

Industrial Heater Corporation                           $5,218

Symbio Systems                                          $4,674

Integrated Motion                                       $4,307

      B. PacTec's Largest Unsecured Creditor:

Entity                                            Claim Amount
------                                            ------------
Wrapade Machine Company Inc.                           $27,877


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

June 5-8, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, MI
             Contact: 1-703-739-0800 or http://www.abiworld.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 23 and 24, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Investment Banking Program
          Assoc. of the Bar of the City of New York, New York, NY
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

July 17-20, 2003
    Northeast Bankruptcy Conference
       AMERICAN BANKRUPTCY INSTITUTE
          Hyatt Regency, Newport, RI
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 30-Aug. 2, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Southeast Bankruptcy Workshop
          The Ritz-Carlton, Amelia Island, FL
             Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Southwest Bankruptcy Conference
          The Venetian, Las Vegas, NV
             Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       ABI/GULC "Views from the Bench"
          Georgetown Univ. Law Center, Washington, DC
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 10 and 11, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Symposium on 25th Anniversary of the Bankruptcy Code
          Georgetown Univ. Law Center, Washington, DC
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 15-18, 2003
    NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
       Seventy Sixth Annual Meeting
          San Diego, CA
             Contact: http://www.ncbj.org/

November 12-14, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Litigation Skills Symposium
          Emory University, Atlanta, GA
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

February 5-7, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Rocky Mountain Bankruptcy Conference
          Westin Tabor Center, Denver, CO
             Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Bankruptcy Battleground West
          The Century Plaza, Los Angeles, CA
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

May 3, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       New York City Bankruptcy Conference
          Millennium Broadway Conference Center, New York, NY
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, MI
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
    AMERICAN BANKRUPTCY INSTITUTE
       Hawaii Bankruptcy Workshop
          Hyatt Regency Kauai, Kauai, Hawaii
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       The Mount Washington Hotel
          Bretton Woods, NH
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Southeast Bankruptcy Workshop
          The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
             Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Southwest Bankruptcy Conference
          The Bellagio, Las Vegas, NV
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
    NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
       Seventy Seventh Annual Meeting
          Nashville, TN
             Contact: http://www.ncbj.org/

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

April 28- May 1, 2005
    AMERICAN BANKRUPTCY INSTITUTE
       Annual Spring Meeting
          J.W. Marriot, Washington, DC
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 14 -17, 2005
    AMERICAN BANKRUPTCY INSTITUTE
       Ocean Edge Resort, Brewster, MA
          Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
    AMERICAN BANKRUPTCY INSTITUTE
       Southeast Bankruptcy Workshop
          Kiawah Island Resort and Spa, Kiawah Island, SC
             Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
    NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
       Seventy Eighth Annual Meeting
          San Antonio, TX
             Contact: http://www.ncbj.org/

December 1-3, 2005
    AMERICAN BANKRUPTCY INSTITUTE
       Winter Leadership Conference
          Hyatt Grand Champions Resort, Indian Wells, CA
             Contact: 1-703-739-0800 or http://www.abiworld.org

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

                           *********

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

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

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

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

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

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

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

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

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

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

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

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