TCR_Public/030529.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 29, 2003, Vol. 7, No. 105    

                          Headlines

ABRAXAS PETROLEUM: Extends Exchange Offer for 11.50% Sr. Notes
ACTERNA CORP: US Trustee Appoints Unsecured Creditors' Committee
ADELPHIA COMMS: Forges Pact to Fully Access $1.5BB DIP Financing
AIR CANADA: Jazz Completes Negotiations with 2 Remaining Unions
AIR CANADA: Holding General Meeting with Aircraft Lessors Today

ALDERWOODS GROUP: Intends to Redeem $30 Million of 11% Sr. Notes
ALLIED PRODUCTS: Court to Consider Third Amended Plan on June 3
AMERICAN COMM'L: Lease Decision Period Extended Until July 1
ARMSTRONG: AWI Settles Claims Disputes with ACMC, CCR & Members
CARECENTRIC INC: Investor Group Revises Merger Proposal

CEDARA: Enters Engineering Services Deal with Medtronic Surgical
CHIQUITA: Completes Sale of Vegetable Canning Unit to Seneca
COPPERWELD: Two Restructuring Specialists Given Key Exec. Posts
CSK AUTO: Will Publish First Fiscal Quarter Results on Wednesday
DAYTON SUPERIOR: Offering $150 Million Senior 2nd Secured Notes

DELTA AIR LINES: Issuing $300-Mill. of Convertible Senior Notes
DOBSON: Chief Financial Officer Closes Sale of 79,475 Shares
DOC FREEMANS: Case Summary & 20 Largest Unsecured Creditors
DYNEGY INC: Will Webcast Annual Shareholders' Meeting on June 5
EL PASO CORP: Completes 7.75% Subsidiary Debt Private Placement

EL PASO CORP: Urges Shareholders to Vote for Board's Nominees
ENRON CORP: ENA Sues Noble Gas, et al., to Recover $60 Million
EPICOR SOFTWARE: Appoints Michael A. Piraino as SVP and CFO
EXIDE TECHNOLOGIES: Court Clears Hamburg Superfund Stipulation
FAIRBANKS CAP.: Reaches Pact to Extend Default Waiver to June 16

FANSTEEL INC: Executes Term Sheet on Reorganization Plan Terms
FIBERCORE: Nasdaq Hearing Panel Requests Additional Information
FIN'L ASSET: Fitch Downgrades Class B-4 and B-5 Notes to B/D
FLEMING: Fresh Brands to Acquire Rainbow Food Store in Wisconsin
FLEMING: Rejecting 112 Real Estate Leases to Save $4.3MM/Monthly

FREMONT GEN.: Fitch Ratchets Junk Sr. Debt Rating Up 2 Notches
GEORGIA-PACIFIC: S&P Rates $500 Mil. Senior Note Issues at BB+
GLIMCHER REALTY: Closes Sale of Hills Plaza East for $2.3 Mill.
HAYES LEMMERZ: Wants Blessing to Reject Mexican Unit's Contracts
IMC GLOBAL: Shuts Down Louisiana Phosphates Prod. Indefinitely

JLG INDUSTRIES: Reports Improved Fiscal Third Quarter Results
JLG INDUSTRIES: Board Declares Regular Quarterly Cash Dividend
KAISER: Hatch - Again - Seeks Stay Relief to Pursue Litigation
KLEINERT'S: BSI Appointed as Court Claims and Noticing Agent
L-3 COMMS: Elects Claude R. Canizares to Board of Directors

LEAP WIRELESS: Court OKs Proposed Interim Compensation Protocol
LOOMIS SAYLES: S&P Cuts Low-B Ratings on Class B1, B2, & C Notes
MAGELLAN HEALTH: Wants Approval for Deutsche Bank Exit Financing
MISSISSIPPI CHEM.: Moody's Further Junks Senior Debt Ratings  
MOLECULAR DIAGNOSTICS: Temporarily Trading on Pink Sheets

NATIONAL CENTURY: Asking Court to Clear Jackson Allocation Pact
NOBEL LEARNING: Senior Lenders Agree to Waive Previous Defaults
NOBLE CHINA: Delays Filing of Year-End Financial Statements
NOVA CHEMICALS: Outlook Positive for BB+-Rated $200MM Sr. Notes
NRG ENERGY: Bringing-In Kirland & Ellis as Chapter 11 Counsel

NUEVO ENERGY: Makes Partial Redemption of 9-1/2% Sr. Sub. Notes
NUEVO ENERGY: Debt Redemption Has No Effect on Fitch's Ratings
ORION REFINING: US Trustee Names Official Creditors' Committee
OWENS-BROCKWAY: Purchases $274MM of Senior Notes in Tender Offer
PIONEER-STANDARD: Expected Weak Profits Prompt Rating Cut to B+

PRIMEDIA INC: Names Matthew A. Flynn SVP, CFO and Treasurer
RUE21 INC: Obtains $13MM Exit Financing from LaSalle Retail Fin.
SIERRA HEALTH: Board Agrees to Increase Share Repurchase Program
SLMSOFT INC: Secures CCAA Court Protection to Facilitate Workout
TDZ HOLDINGS: March Quarter Results Enter Positive Territory

TENFOLD CORP: Annual Shareholders' Meeting to Convene on June 10
TRIMAS CORP: Moody's Assigns & Confirms Lower-B Debt Ratings  
TROLL COMMS: Seeking Authority to Hire Adelman Lavine as Counsel
TYCO: Names Edward Arditte as Senior VP for Investor Relations
UNIFAB INT'L: Wants More Time to Continue Listing on Nasdaq SCM

UNITED AIRLINES: Appoints Dipak C. Jain to Board of Directors
UNITED AIRLINES: Hires Transportation Planning Inc as Appraisers
U.S. STEEL: Selling Mining Company's Assets to PinnOak Resources
USG CORP: Wants Court Nod to Terminate $350 Million DIP Facility
WEIRTON STEEL: Signing-Up Bailey Riley as Local Counsel

WHEELING-PITTSBURGH: Court to Consider Proposed Plan on June 18
WILLIAMS COS.: $300 Million Convertible Debt Receives B- Rating
WOMEN FIRST: Appoints Ajit Desai to Head New Skin Care Division
WORLD AIRWAYS: Meets Final Nasdaq Continued Listing Requirements
WORLDCOM INC: Wins Nod to Pull Plug on Rockville, Maryland Lease

XCEL: Continuing Performance Management Initiatives with pbviews
XO COMMS: Nate Davis Resigns as President and COO

* LeBoeuf Lamb Named U.S. Energy Law Firm of The Year
* Thompson & Knight LLP Combines with Tauil & Chequer in Brazil

* DebtTraders' Real-Time Bond Pricing

                          *********

ABRAXAS PETROLEUM: Extends Exchange Offer for 11.50% Sr. Notes
--------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) has extended the
exchange offer for its 11-1/2% Senior Notes due 2007, Series A,
which commenced on April 23, 2003.

Abraxas has extended the expiration date of the Offer until 5:00
p.m., New York City time, on June 16, 2003, unless the Offer is
extended.

As of the close of business on May 23, 2003, $112.5 million
principal amount of the Notes had been validly tendered or
guaranteed.

The Notes were issued in January of this year in a private
placement in connection with Abraxas' financial restructuring.
The Offer is intended to allow holders of the Notes, subject to
certain exceptions described in the exchange offer registration
statement, to sell their Notes without restriction.

Jefferies & Company Inc. is acting as dealer manager and Mellon
Investor Services LLC is acting as information agent for the
Offer.

Abraxas Petroleum Corporation, whose March 31, 2003 balance
sheet shows a total shareholders' equity deficit of about $70
million, is a San Antonio-based crude oil and natural gas
exploitation and production company that also processes natural
gas. The Company operates in Texas, Wyoming and western Canada.


ACTERNA CORP: US Trustee Appoints Unsecured Creditors' Committee
----------------------------------------------------------------
Pursuant to Sections 1102(a) and 1102(b) of the Bankruptcy Code,
Carolyn S. Schwartz, the United States Trustee for Region 2,
appoints these five unsecured claimants to the Official
Committee of Unsecured Creditors for Acterna's Chapter 11 cases,
effective May 20, 2003:

    (1) IMCO, Inc.
        858 North Lenola Road
        Moorestown, New Jersey 08057
        Attn: Jason Fuller, Controller
        (856) 235-7540

    (2) Benchmark Electronics, Inc.
        3000 Technology Drive
        Angleton, Texas 77517
        Attn: Anh U. Tran, Esq., Corporate Counsel
        (979) 848-5247

    (3) US Bank, National Association
        One Federal Street
        Third Floor
        Boston, Massachusetts 02110
        Attn: Robert Butzier, Vice President
        (617) 603-6430

    (4) Witmer Asset Management
        237 Park Avenue
        Suite 800
        New York, New York 10017
        Attn: Meryl Witmer, General Partner
        (212) 692-3667

    (5) First Campus, L.P.
        c/o Guardian Realty Management, Inc.
        702 Russell Avenue, Suite 400
        Gaithersburg, Maryland 20877
        Attn: William Carbaugh, Esq., Counsel
        (301) 417-6173
(Acterna Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA COMMS: Forges Pact to Fully Access $1.5BB DIP Financing
----------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) has reached
agreement with the initial debtor in possession lenders on the
covenants for its $1.5 billion facility. In addition to the
covenants, the lenders also approved Adelphia's operating and
capital budget through June 2004, enabling the Company to access
the full $1.5 billion DIP facility.

William T. Schleyer, Adelphia's Chairman and Chief Executive
Officer, said, "We will utilize the DIP facility to rapidly
implement our network upgrade plan, enabling Adelphia to offer
advanced data and video services to more than 90% of homes
passed by our network. By substantially expanding our network
build out, we'll be able to offer a robust set of valuable
digital and broadband services to a greater number of customers
across the 3,500 communities we serve. This agreement is another
important step forward in our effort to rebuild Adelphia for the
benefit of all stakeholders."

Adelphia Communications Corporation is the fifth-largest cable
television company in the country. It serves 3,500 communities
in 32 states and Puerto Rico, and offers analog and digital
cable services, high-speed Internet access (Adelphia Power
Link), and other advanced services.


AIR CANADA: Jazz Completes Negotiations with 2 Remaining Unions
---------------------------------------------------------------
Air Canada Jazz successfully completed tentative agreements with
its two remaining unions. The two latest agreements are with its
flight attendants, represented by Teamsters Canada, and its
maintenance personnel, customer service staff and crew
schedulers, represented by the Canadian Auto Workers
Association. In reaching these agreements, Jazz has completed
negotiations with all its unions, and has achieved total labour
and management cost reductions of $110 million annually through
a combination of productivity improvements and wage reductions.

The terms and conditions of these tentative agreements are
confidential and are subject to ratification by their union
membership. Jazz currently employs approximately 900 customer
service agents, 630 flight attendants, 650 maintenance staff and
28 crew schedulers.

"The successful completion of these tentative agreements with
all our labor groups is a very important and fundamental step in
our restructuring process", said Joseph Randell, President and
Chief Executive Officer of Air Canada Jazz. "These agreements
provide the increased productivity and cost reduction measures
required to return Jazz to profitability."

On May 24, Jazz announced it has reached tentative agreements
with it pilots, who are represented by the Air Line Pilots
Association, International, and with its dispatchers, who are
represented by the Canadian Air Line Dispatchers Association.

"These milestones demonstrate the hard work and dedication of
our employees and our unions. We are deeply indebted to Mr.
Justice Warren Winkler for his guidance and commitment to this
process", said Mr. Randell.

Air Canada Jazz is Canada's second largest airline operating a
fleet of over 90 aircraft including Dash 8, Bombardier CRJ and
British Aerospace 146 aircraft throughout Canada and the United
States.


AIR CANADA: Holding General Meeting with Aircraft Lessors Today
---------------------------------------------------------------
Pursuant to the Amended and Restated Initial CCAA Order, Air
Canada declared a 60-day payment moratorium from their aircraft
lessors effective April 1, 2003.  The Applicants have been
preparing their revised post-restructuring business plan. It is
necessary for them to complete the revised business plan and
underlying fleet analysis to be in a position to determine
subsequent steps to restructure the aircraft fleet.

To this effect, Air Canada has arranged for a general meeting
with its aircraft lessors to be held on May 29, 2003 in New York
City.

According to Murray A. McDonald, President of Ernst & Young
Inc., Air Canada will present at the meeting the revised
business plan and preliminary restructuring plan as well as the
outline of the proposed treatment of moratorium-affected
payments.  Air Canada also anticipates meeting individually with
certain of its lessors to commence negotiations concerning their
aircraft leases to adjust contractual lease rates to current
market rates.

On May 8, 2003, Air Canada advised its aircraft lessors of the
anticipated process through which it expects to return aircraft
to its lessors, when a determination is made.  The lessors were
advised that those aircraft approaching maintenance checks would
be grounded pending discussions with lessors.  They were also
advised that all aircraft insurance policies were being
maintained on a similar basis than prior to the CCAA filing, and
that Air Canada did not intend to satisfy the contractual
aircraft return conditions.  The aircraft will be returned to
any reasonably designated airport of the lessor's choice.

At the May 29 meeting, Mr. McDonald says, the lessors and
financiers will be asked to acknowledge certain information as
to the condition of the aircraft.  Such aircraft will be insured
and stored at Air Canada's expense for a 30-day period, with
subsequent arrangements to made by lessors.  Upon request, Air
Canada may be amenable to ferrying aircraft from alternate
locations at the risk and expense of the applicable lessor. (Air
Canada Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ALDERWOODS GROUP: Intends to Redeem $30 Million of 11% Sr. Notes
----------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ: AWGI) intends to make an
optional redemption of $30 million of its 11.00% senior secured
notes due in 2007. The Company intends to repay this amount by
drawing $30 million from its existing $75 million credit
facility, which today remains undrawn except for $12.4 million
of letters of credit. The Company expects to complete this
transaction in 30 days.

"This restructuring of debt will result in interest savings by
virtue of converting $30 million from a fixed rate of 11%, to a
LIBOR-based, floating rate," stated Paul Houston, President and
CEO of Alderwoods Group, Inc. "We believe that this is further
confirmation of our efforts towards prudent balance sheet
management."

On January 2, 2003, the Company made a $10 million mandatory
principal repayment plus accrued interest on these senior
secured five-year notes. In addition to this mandatory payment,
the Company paid in full, the $52.6 million of the senior bank
debt of its wholly owned subsidiary, the Rose Hills Company.
These payments, along with some miscellaneous debt repayments,
have reduced the Company's total long-term debt in fiscal 2003
by $64.8 million and have reduced its total long-term debt since
emergence by $147.3 million.

"Progress toward optimizing the capital structure of the Company
remains an important strategic goal," stated Mr. Houston. "We
are pleased with the efforts that have been made to both reduce
our long-term debt and reduce our interest expense. These
actions are the result of our stated objective to focus on cash
management following the launch the Alderwoods Group last year."

                      Company Overview

Launched on January 2, 2002, the Company is the second largest
operator of funeral homes and cemeteries in North America. As of
March 22, 2003, the Company operated 798 funeral homes, 185
cemeteries and 62 combination funeral home and cemetery
locations in the United States, Canada and the United Kingdom.
The Company provides funeral and cemetery services and products
on both an at-need and pre-need basis. In support of the pre-
need business, it operates insurance subsidiaries that provide
customers with a funding mechanism for the pre-arrangement of
funerals.


ALLIED PRODUCTS: Court to Consider Third Amended Plan on June 3
---------------------------------------------------------------
Allied Products Corporation amended certain provisions of its
Second Amended Chapter 11 Plan and a Third Amended Plan is now
before the U.S. Bankruptcy Court for the Northern District of
Illinois.  The amendments provided for certain injunctions
against conduct not otherwise enjoined under the Bankruptcy
Code.

A combined hearing on the adequacy of the Debtor's Disclosure
Statement and confirmation of the Plan has been continued to
June 3, 2003, at 10:00 a.m., before the Honorable Eugene R.
Wedoff.

Allied filed for Chapter 11 protection on October 2, 2000,
(Bankr. N.D. Ill. Case No. 00-28798). Steven B. Towbin, Esq.,
and Matthew Swanson, Esq., at Shaw Gussis Fishman Glantz Wolfson
& Towbin LLC represent the debtor in its restructuring efforts.    


AMERICAN COMM'L: Lease Decision Period Extended Until July 1
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of Indiana, American Commercial Lines LLC and its debtor-
affiliates obtained an extension of their lease decision period.  
The Court gives the Debtors until July 1, 2003 to determine
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

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.


ARMSTRONG: AWI Settles Claims Disputes with ACMC, CCR & Members
---------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, tells the Court that Armstrong World
Industries and debtor-affiliates have reached a settlement with
the Asbestos Claims Management Corporation and have embodied
that settlement in a written agreement.  The other signatories
to this Agreement are Federal-Mogul Corporation and certain of
its affiliated Debtors, and United States Gypsum Company, both
of which are debtors-in-possession in cases pending under
Chapter 11 of the Bankruptcy Code. As a condition precedent to
the effectiveness of the Settlement Agreement, Federal-Mogul and
United States Gypsum each must obtain judicial approval of the
Settlement Agreement when submitted in their bankruptcy cases.

According to Ms. Booth, if approved, the Settlement Agreement
will result in the mutual release of claims between AWI and
ACMC, as well as the release of claims against AWI by the Center
for Claims Resolution and its current members arising under the
Non-Debtor CCR Settlement and the CCR Reimbursement Agreement.

         Membership in the Center for Claims Resolution

Ms. Booth explains that the CCR is a joint defense facility
established in 1988 by various asbestos defendants, including
AWI and ACMC, to litigate or settle asbestos-related claims
against its members.  The principal agreement governing the CCR
is the Producer Agreement Concerning Center for Claims
Resolution dated September 28, 1988. Among other things, the CCR
Producer Agreement operated to allocate to each CCR member a
percentage share of payments made with respect to asbestos-
related claims settled or litigated to judgment by the CCR on
behalf of its members.

                The CCR Reimbursement Agreement

In 1990, ACMC -- formerly known as National Gypsum Company --
commenced its first case under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the Northern District
of Texas.  In 1993, ACMC confirmed its Plan of Reorganization in
the First ACMC Case. Pursuant to the ACMC Plan, a settlement
trust was created to pay present and future asbestos claimants.  
By 1998, ACMC became engaged in litigation regarding whether the
purchaser of substantially all of ACMC's assets under the ACMC
Plan was liable to asbestos claimants seeking to collect from
ACMC and the Trust.  In June 2000, ACMC terminated its
membership in the CCR.

Before that termination, certain CCR members entered into an
agreement with ACMC dated April 12, 1999.  Under the terms of
the CCR Reimbursement Agreement, the CCR continued to bill ACMC
for settlements and judgments at ACMC's normal Liability Payment
Share.  In the event that ACMC did not prevail in the ACMC
Litigation, ACMC alleges that the CCR Reimbursement Agreement
obligated the CCR and its members, including AWI, to reimburse
ACMC for 70% of any amounts that ACMC paid to the CCR for
asbestos-related settlements after the execution of the CCR
Reimbursement Agreement.  ACMC contends that this obligation was
triggered by a June 4, 2001 determination in the ACMC Litigation
that New-NGC was not obligated to fund certain asbestos claims
under the ACMC Plan.

            The Reimbursement Agreement Litigation

The CCR and ACMC are currently involved in an adversary
proceeding before the Texas Bankruptcy Court to determine
whether the reimbursement obligations under the CCR
Reimbursement Agreement have been triggered.  ACMC contends that
it is entitled to a retroactive reduction of its Liability
Payment Share pursuant to the CCR Reimbursement Agreement.  
Therefore, ACMC contends that:

        (i) it owes nothing to the CCR with respect to certain
            unpaid bills that the CCR had sent to ACMC, and

       (ii) the CCR and its other members jointly and severally
            owe ACMC over $50 million to reimburse ACMC for
            payments ACMC previously made pursuant to the CCR
            Reimbursement Agreement.

The CCR and its other members dispute that their obligations
under the CCR Reimbursement Agreement have been triggered and
assert that ACMC owes the CCR for the unpaid bills -- calculated
at the unreduced Liability Payment Share.

On January 4, 2001, the Texas Bankruptcy Court ruled that such
obligations were triggered on June 4, 2001, thereby
retroactively reducing ACMC's Liability Payment Share.  On
June 18, 2002, the United States District Court for the Northern
District of Texas affirmed the Texas Bankruptcy Court's ruling.  
The CCR has appealed the Texas District Court's ruling to the
United States Court of Appeals for the Fifth Circuit.

On August 19, 2002, the ACMC Petition Date, ACMC voluntarily
commenced its second case under Chapter 11 of the Bankruptcy
Code with the Texas Bankruptcy Court.  As a result, the Fifth
Circuit stayed the appeal of the Reimbursement Agreement
Litigation.

                   The Parties' Mutual Claims

On September 20, 2002, the Texas Bankruptcy Court set
October 31, 2002, as the deadline for filing proofs of claim
against ACMC in the Second ACMC Case.  On October 29, 2002, AWI
filed a proof of claim against ACMC asserting contribution and
indemnification claims arising in connection with ACMC's unpaid
obligations under the CCR Producer Agreement.  Similar claims
have been filed against ACMC by other debtors-in-possession, who
are also current or former members of the CCR.  In turn, ACMC
and its parent entity, the NGC Settlement Trust, filed proofs of
claim against AWI and each of the other Settling Debtors
asserting claims for liabilities they contend are owed to them
under the CCR Reimbursement Agreement.

Following the ACMC Petition Date, ACMC reached an agreement with
the CCR and its remaining non-debtor members -- Amchem Products,
Inc., C.E. Thurston and Sons, Inc., Certain Teed Corporation,
Dana Corporation, I.U. North American, Inc., Maremont
Corporation, National Service Industries, Inc., Nosroc
Corporation, Pfizer Inc., Quigley Company, Inc., and Union
Carbide Corporation -- to fully and finally resolve all disputes
among them related to the CCR Reimbursement Agreement and the
CCR Producer Agreement.  The Non-Debtor CCR Settlement also
provides for ACMC's release of all claims against the Settling
Debtors, and will end the Reimbursement Agreement litigation.

                  The Non-Debtor CCR Settlement

Pursuant to the Non-Debtor CCR Settlement, the Non-Debtor CCR
Settlement Parties have agreed to provide up to $10,435,963 to
ACMC in full settlement of ACMC's claim for over $50,000,000
under the CCR Reimbursement Agreement.  The Non-Debtor CCR
Settlement Parties have also agreed to release their claims, if
any, against any former CCR members, including AWI, for:

        (i) any amounts alleged by ACMC to be due to ACMC under
            the CCR Reimbursement Agreement, and

       (ii) any amounts paid to the ACMC Parties by the
            Non-Debtor CCR Settlement Parties under the
            Non-Debtor CCR Settlement.

A condition precedent to the Non-Debtor CCR Settlement is the
withdrawal of all proofs of claim filed against ACMC by both the
Non-Debtor CCR Settlement Parties and the Settling Debtors.

                  The Settlement Agreement

As a condition precedent to the Non-Debtor CCR Settlement, all
of the Settling Debtors must withdraw their proofs of claim
against ACMC. Therefore, the parties entered into a settlement
agreement agreeing to mutually withdraw with prejudice the
proofs of claim that each has filed in the others' bankruptcy
cases.  The withdrawal of the parties' proofs of claim with
prejudice is contingent on the approval and consummation of the
Non-Debtor OCR Settlement as well as the approval of the
Settlement Agreement by each of the United States Bankruptcy
Courts presiding over the Chapter 11 cases of the Settling
Debtors.

Neither ACMC nor the Settling Debtors, including AWI, will make
any payments in connection with the Non-Debtor CCR Settlement or
the Settlement Agreement.  Each Debtor CCR Entity has signed the
Settlement Agreement -- or a substantially similar agreement --
and, with the exception of Shook & Fletcher, which has already
emerged from Chapter 11 and no longer requires bankruptcy court
approval to execute and implement the Debtor CCR Settlement, has
sought or intends to seek court approval of the agreement from
the United States Bankruptcy Court presiding over its Chapter 11
case.

AWI believes that, under these circumstances, the terms of the
Settlement Agreement are fair and reasonable.  Approval of this
Settlement Agreement would facilitate the release, under the
Non-Debtor CCR Settlement, of any claims by the CCR or its
current members against the Settling Debtors, including AWI, for
any amounts owed to ACMC under the CCR Reimbursement Agreement
and any amounts paid by the CCR and its current members to ACMC
under the Non-Debtor Settlement.

This release allows AWI to avoid any liability to the CCR for:

        (a) its potential share of the more than $50,000,000
            liability claimed by ACMC under the CCR
            Reimbursement Agreement; and

        (b) any reimbursement or contribution claims of the CCR
            and its current members for any part of the
            $10,400,000 those parties are obligated to pay ACMC
            under the Non-Debtor CCR Settlement.

Finally, the Settlement Agreement will result in the release of
any fixed and contingent claims between ACMC and AWI, and each
of the other Settling Debtors. (Armstrong Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CARECENTRIC INC: Investor Group Revises Merger Proposal
-------------------------------------------------------
CareCentric, Inc. (OTC Bulletin Board: CURA), a leading provider
of management information systems to the home health care
community, has received a revision to the merger proposal from
an investor group (Borden Associates, Inc.) led by its major
stockholder, John Reed, and his son, Stewart Reed, that could
have the effect of taking the company private.

The revised proposal letter, dated May 22, 2003, increases the
maximum total consideration that the investor group will pay the
"smaller stockholders" of CareCentric (those holding less than
4,000 shares) from $450,000 to $550,000, without any reduction
for transaction expenses.  The new proposal allows CareCentric
until June 13, 2003 to decide whether to accept the proposed
transaction.  The increase in the maximum total consideration to
be paid by the investor group follows negotiations between the
Independent Special Committee of CareCentric's Board and
representatives of the investor group led by John Reed.

Consistent with the original proposal, the proposed transaction
could have the following potential effects:

    *  The number of record holders could be reduced from
       approximately 5,500 to approximately 200;

    *  CareCentric would be eligible to terminate the
       registration of its common stock under the Securities
       Exchange Act of 1934, as amended;

    *  If the termination of the registration of the common
       stock was completed, the common stock would no longer be
       quoted on the OTC Bulletin Board.

CareCentric, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $15 million, provides
information technology systems and services to over 1,500
customers.  CareCentric provides freestanding, hospital-based
and multi-office home health care providers (including skilled
nursing, private duty, home medical equipment and supplies, IV
pharmacy and hospice) complete information solutions that enable
these home care operations to generate and utilize comprehensive
and integrated financial, operational and clinical information.
With offices nationwide, CareCentric is headquartered in
Atlanta, Georgia.
    

CEDARA: Enters Engineering Services Deal with Medtronic Surgical
----------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/NASDAQ:CDSWC), a leading
independent developer of medical software technologies for the
global healthcare market, announced that it has signed an
engineering services agreement with Medtronic Surgical
Navigation Technologies. Under the terms of this agreement,
Cedara will assist in developing software for Medtronic's
Universal Navigated Orthopaedics program.

One product has already been completed: an imageless software
application (non-CT-based) for the planning and surgical
navigation of total knee replacement procedures. This product
will be marketed and sold by Medtronic SNT worldwide and works
with all orthopaedic implant types, regardless of the
manufacturer.

Surgical navigation is increasingly viewed as an important
technology to differentiate orthopaedic surgical techniques and
implants. It is becoming a critical tool with the advent of less
invasive surgical techniques for joint replacement surgeries. As
orthopaedic surgeons and implant manufacturers strive to provide
the best in patient care, they are seeking out navigation
solutions.

"We are delighted to be working with Medtronic due to their
success in surgical navigation and the world's largest installed
based of navigation systems" said Jacques Cornet, Cedara Vice
President of Marketing and Operations. "Cedara understands the
increasing need for orthopaedic implant companies to market
navigation-enabled products and supports Medtronic's goals in
this segment by providing them with a readily available pool of
highly-skilled software development engineers."

Cedara Software Corp., whose March 31, 2003 balance sheet shows
a working capital deficit of about C$8 million, is a leading
independent provider of medical imaging software for many of the
world's leading medical devices and healthcare information
technology systems companies. Cedara has over 20,000 medical
imaging installations worldwide. Cedara's Imaging Application
Platform software is embedded in 30% of the magnetic resonance
imaging devices shipped each year. Cedara's Picture Archiving
and Communications System technology has been installed globally
in over 4,300 workstations.


CHIQUITA: Completes Sale of Vegetable Canning Unit to Seneca
------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) completed the
previously announced sale of its vegetable canning subsidiary,
Chiquita Processed Foods LLC, to Seneca Foods Corporation
(Nasdaq: SENEA; SENEB).

The purchase price paid to Chiquita was $110 million in cash and
approximately 968,000 shares of Seneca preferred stock that will
be convertible into an equal number of shares of Seneca series A
common stock, which closed on the NASDAQ at $16.65 per share
today.  Seneca also assumed Chiquita Processed Foods' debt,
which was $88 million at March 31, 2003. Chiquita will use the
sale proceeds primarily to reduce debt.

Seneca Foods is primarily a vegetable processing company with
manufacturing facilities located throughout the United States.  
Its products are sold under the Libby's(R), Aunt Nellie's Farm
Kitchen(R) and Seneca(R) labels as well as through the private
label and industrial markets.  In addition, under an alliance
with General Mills Operations, Inc., a successor to the
Pillsbury Co. and a subsidiary of General Mills, Inc., Seneca
produces canned and frozen vegetables which are sold by General
Mills Operations, Inc. under the Green Giant(R) label.  
Additional information is available on the company's Web site at
http://www.senecafoods.com

Chiquita Brands International is a leading global marketer,
producer and distributor of high-quality fresh and processed
foods.  The company's Chiquita Fresh division is one of the
largest banana producers in the world and a major supplier of
bananas in North America and Europe.  Sold primarily under the
premium Chiquita(R) brand, the company also distributes and
markets a variety of other fresh fruits and vegetables.  For
more information, visit the company's Web site at
http://www.chiquita.com

As reported in the Troubled Company Reporter's April 22, 2003
edition, Standard & Poor's Ratings Services assigned its 'B-'
rating to Chiquita Brands' $250 million senior unsecured notes
due 2009. Standard & Poor's also assigned its 'B' corporate
credit rating to Chiquita. The outlook is positive.

The senior unsecured notes are rated one notch below the
corporate credit rating, reflecting their junior position to the
large amount of secured debt and priority debt at the operating
subsidiaries.


COPPERWELD: Two Restructuring Specialists Given Key Exec. Posts
---------------------------------------------------------------
Copperweld Corporation announced that two experienced business
restructuring specialists have been hired by the company to
assist the steel tubing and bimetallic products firm in  
developing a reorganization plan that will enable it to emerge
from bankruptcy.

James A. Loveland becomes Chief Restructuring Officer and James
R. Smith will serve as interim Chief Financial Officer.  Dennis
McGlone, who joined Copperweld in 2001, continues as President
and COO.

Mr. McGlone has also formed the Office of the President,
consisting of himself, Mr. Loveland, and Mr. Smith, whose
purpose is to lead the company's restructuring in connection
with its plan of reorganization.  As President and COO, Mr.
McGlone will continue to be responsible for the company's day-
to-day operations and implementation of the reorganization plan.

Mr. Loveland has had diversified experience in executive
management, international operations, strategic planning, sales
and manufacturing.  Since 2000 he has been a Management
Consultant, focusing on business restructuring assignments.  
Previously, he had served for nine years as President and CEO of
Worldsource Coil Coating and five years as President and COO of
Continental Copper & Steel, Inc.  He holds a BS degree in
economics and an MBA from the University of California,
Berkeley.

Mr. Smith is an experienced CFO with recent emphasis on business
turnaround situations.  He has served for more than 25 years as  
a senior financial officer in the chemicals, building products
and steel processing industries.  Executive assignments included
serving as Vice President and Board Member of Worldsource Coil
Coating, Inc., as a Senior Vice President and Board Member of
Amerimark Building Products, and as Vice President and Chief
Financial Officer of Grace Specialty Chemicals.  He holds a BS
degree in chemical engineering from the University of Illinois,
and an MBA in finance from New York University.

Copperweld is the largest producer of steel tubing in North
America, with 14 plants in the United States and Canada.  It is
also the world's largest manufacturer of bimetallic wire
products at two plants in the U.S. and the United Kingdom.  
Copperweld is headquartered in Pittsburgh and employs 2,900
people.


CSK AUTO: Will Publish First Fiscal Quarter Results on Wednesday
----------------------------------------------------------------
On Wednesday, June 4, 2003, CSK Auto Corporation (NYSE: CAO)
will report its first fiscal quarter financial results
immediately after market close, and invites investors to listen
to a broadcast of the Company's conference call that will follow
at 5:00 p.m. (ET).

Investors may listen to a simultaneous webcast of the conference
call at http://www.cskauto.com  Click on "Company," "Investor  
Info" then click "Conference Call."  This webcast will be
archived for five days.  Interested parties may hear a replay of
the conference call from 7:00 p.m. (ET) Wednesday, June 4,
2003 through 8:00 p.m. (ET) Thursday, June 5, 2003 by dialing
(877) 519-4471 and using passcode 3944784.  (If retrieving
digital replay outside of the U.S., please dial (973) 341-3080,
passcode 3944784.)

CSK Auto Corporation is the parent company of CSK Auto, Inc., a
specialty retailer in the automotive aftermarket.  As of May 4,
2003, the Company operated 1,108 stores in 19 states under the
brand names Checker Auto Parts, Schuck's Auto Supply and Kragen
Auto Parts.

As reported in Troubled Company Reporter's May 27, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on CSK
Auto Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company and assigned a 'BB-' senior secured
bank loan rating to CSK's planned $325 million bank facility
which would refinance its existing bank facility. Phoenix,
Ariz.-based CSK has about $500 million in debt outstanding.


DAYTON SUPERIOR: Offering $150 Million Senior 2nd Secured Notes
---------------------------------------------------------------
Dayton Superior Corporation intends to offer, subject to market
and other conditions, $150.0 million of senior second secured
notes in a private placement. The expected net proceeds of the
offering will be used to repay existing indebtedness under its
credit facility.

The notes being sold by Dayton will not be registered under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements. The notes are being
offered only to qualified institutional buyers under Rule 144A
and outside the United States in compliance with Regulation S
under the Securities Act.

Dayton Superior Corporation, with annual revenues of $378
million, is the largest North American manufacturer and
distributor of metal accessories and forms used in concrete
construction and metal accessories used in masonry construction
and has an expanding construction chemicals business. The
Company's products, which are marketed under the Dayton
Superior(R), Dayton/Richmond(R), Symons(R), American Highway
Technology(R) and Dur-O-Wal(R) names, among others, are used
primarily in two segments of the construction industry: non-
residential buildings and infrastructure construction projects.

As previously reported, Standard & Poor's Ratings Services
lowered its senior secured bank loan rating on construction
materials manufacturer Dayton Superior Corp.'s $202 million bank
credit facility to 'B+' from 'BB-' following a reassessment of
recovery prospects.

Standard & Poor's said that it has affirmed all other ratings on
the Dayton, Ohio-based company, including its 'B+' corporate
credit rating. The outlook remains negative.


DELTA AIR LINES: Issuing $300-Mill. of Convertible Senior Notes
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) intends to offer, subject to market
and other conditions, approximately $300 million aggregate
principal amount of Convertible Senior Notes due 2023, through
an offering to qualified institutional buyers pursuant to Rule
144A, and to non-U.S. persons pursuant to Regulation S, under
the Securities Act of 1933, as amended.

In addition, Delta expects to grant the initial purchasers of
the notes a 30-day option to purchase up to an additional $50
million principal amount of the notes.

The interest rate, conversion rate (including the circumstances
in which a holder may convert its securities) and offering price
are to be determined by negotiations between Delta and the
initial purchasers of the notes.

The notes being offered and the common stock issuable upon
conversion of the notes have not been registered under the
Securities Act, or any state securities laws, and unless so
registered, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state securities laws.


DOBSON: Chief Financial Officer Closes Sale of 79,475 Shares
------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) announced that
Bruce R. Knooihuizen, executive vice president and chief
financial officer, sold 79,475 DCEL shares under a written sales
plan under SEC Rule 10b5-1. Proceeds from the sales will be used
to pay income tax liabilities, he said. Today's sales complete
the sales plan. The shares that were sold represent less than
seven percent of Mr. Knooihuizen's total holdings in Dobson
common stock.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, Dobson serves markets in 17 states. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit ratings on cellular service
provider Dobson Communications Corp., and its subsidiary, Dobson
Operating Co. LLC, to 'B' from 'B+' due to the impact of lower
roaming yield on revenue growth, lower net customer additions
compared with guidance for full-year 2002, and overall slower
industry growth. Standard & Poor's also placed the ratings on
CreditWatch with negative implications reflecting the
uncertainty related to the Dobson family loan with Bank of
America which matures on March 31, 2003, unless extended.

Simultaneously, Standard & Poor's lowered its corporate credit
rating on American Cellular Corp., a joint venture between
Dobson Communications and AT&T Wireless Services, to 'CC' from
'CCC-' due to the potential for debt restructuring in the near
term. The rating remains on CreditWatch with negative
implications, where it was placed on April 5, 2002.


DOC FREEMANS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Doc Freemans, Inc.
        6400 8th Ave NW
        Seattle, Washington 98107

Bankruptcy Case No.: 03-16880

Type of Business: Marine Sales and Services
                  See http://www.docfreemans.com/

Chapter 11 Petition Date: May 27, 2003

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Darrel B. Carter, Esq.
                  CBG Law Group, PLLC
                  800 Bellevue Wy NE #400
                  Bellevue, Washington 98004
                  Tel: 425-990-5580

Total Assets: $1,913,326

Total Debts: $1,773,397

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
ITT Industries Sullivan & Thoreson                     $16,977

First USA                                              $16,952

CNA/Persing Dyckman Tonybee                            $16,732

Dickinson Marine                                       $15,515

Bank of America                                         $9,802

Minnesota Mining & Mfg Co.                              $9,343

Exide Corp                                              $8,461

Velvet Drive Transmissions                              $6,349

Shurhold Ind's                                          $6,310

W H Salsbury                                            $5,179

ITW Evercoat                                            $4,915

CAL June Inc                                            $4,492

First USA                                               $4,478

Penser Inernational                                     $4,230

Rule Industries                                         $4,191

Crowe Rope Industries LLC                               $3,934

Globe Rubber Works Inc                                  $3,552

Fidelity Instit Operations                              $3,455

Purchase Power                                          $3,439

Northwest Yachting                                      $3,436


DYNEGY INC: Will Webcast Annual Shareholders' Meeting on June 5
---------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) will web cast its annual meeting of
shareholders on Thursday, June 5, 2003, beginning at 10 a.m.
CDT. At the meeting, Dynegy Inc. President and Chief Executive
Officer Bruce A. Williamson will discuss the company's business
results, strategy and direction, and will take questions from
shareholders attending the meeting in person.

Shareholders and other interested parties may visit the "News &
Financials" section of Dynegy's Web site at
http://www.dynegy.comto access a simultaneous audio web cast of  
the meeting and presentation slides. The access is being
provided to ensure all investors, customers, suppliers and other
stakeholders have an opportunity to listen in. However, access
is in listen-only mode and participation in the web cast is not
sufficient to have one's shares considered for quorum or voting
purposes at the meeting. The audio web cast of the meeting and
presentation slides will be available on Dynegy's Web site from
the date of the meeting through July 15, 2003.

Dynegy Inc. provides electricity, natural gas, and natural gas
liquids to wholesale customers in the United States and to
retail customers in the state of Illinois. The company owns and
operates a diverse portfolio of energy assets, including power
plants totaling more than 13,000 megawatts of net generating
capacity, gas processing plants that process more than 2 billion
cubic feet of natural gas per day and approximately 40,000 miles
of electric transmission and distribution lines.
  
As reported in Troubled Company Reporter's Monday Edition,
ratings for Dynegy Holdings Inc., Dynegy Inc. and affiliated
companies, Illinois Power and Illinova Corp. were affirmed and
removed from Rating Watch Negative by Fitch Ratings. They were
originally placed on Rating Watch Negative on Nov. 9, 2001.

The Rating Outlook for DYN and its affiliates is Stable.

In addition, Fitch assigned a 'B+' rating to DYNH's secured
$1.1 billion revolving credit facility and $200 million term
loan A, both maturing on Feb. 15, 2005. Fitch also assigned
a 'B' rating to its $360 million term loan B, maturing on
Dec. 15, 2005.

The removal of the Negative Rating Watch status reflects the
lessening of near-term default risk as a result of several
favorable actions and events. On April 2, 2003, DYNH entered
into its new $1.66 billion secured bank credit facility. The
facility requires no scheduled amortization of principal and
should be adequate to fund ongoing collateral and operating
needs through 2004. In addition, the risk of a default and
resulting debt acceleration triggered by certain financial
covenants contained in the prior credit facilities and Polaris
lease has been eliminated. Other favorable recent events were:
the filing of audited financial statements for years 1999
through 2002 with material disclosures consistent with
expectations, the sale of DYN's U.S. communications business,
the reporting of stronger than anticipated operating results for
the first quarter of 2003, and the closing of an agreement with
Southern Co. to terminate three wholesale tolling arrangements
eliminating $1.7 billion of future capacity payments.

Current ratings at DYN reflect Fitch's latest assessment of the
company's overall credit profile and recognize the structural
subordination of unsecured lenders to its secured bank lenders
and project debt. The revolver and term loan A are secured by a
first priority interest in substantially all assets and stock of
DYNH and a second priority interest in the assets and stock of
DYN, including the stock of ILN. The term loan B is secured by a
first priority interest in the assets and stock of DYN and a
second priority interest in substantially all assets and stock
of DYNH. The new facilities are secured on a subordinated basis
to more than $1.8 billion of DYNH project debt. The one notch
separation between the bank facilities recognizes the expected
higher collateral coverage for the revolver and Term Loan A to
that for the term loan B.

                     Ratings Actions

   DYN

      -- Indicative senior unsecured debt 'CCC+'.

   DYNH

     -- Secured revolving credit facility and term loan A 'B+';
     -- Secured term loan B 'B';
     -- Senior unsecured debt 'CCC+'.

   Dynegy Capital Trust I

     -- Trust preferred stock 'CC'.

   Illinois Power Co.

     -- Senior secured debt and pollution control bonds 'B';
     -- Indicative senior unsecured debt 'CCC+';
     -- Preferred stock 'CC'.

   Illinova Corp.

     -- Senior unsecured debt 'CCC+'.


EL PASO CORP: Completes 7.75% Subsidiary Debt Private Placement
---------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that its wholly owned
subsidiary, El Paso Production Holding Company, has closed a
private placement of $1.2 billion of 7.75-percent, 10-year
senior unsecured notes with registration rights.  The proceeds
of the offering were used to repay intercompany obligations to
El Paso Corporation. El Paso then used the proceeds to repay
early its $1.2-billion, 9.75-percent, two-year secured interim
term loan that was completed in March 2003.

"This financing is another important accomplishment in El Paso's
2003 Operational and Financial Plan," said Dwight Scott,
executive vice president and chief financial officer.  "This
transaction reduces the company's annual interest expense by $24
million dollars and eliminates debt maturity obligations of $300
million in June 2004, $300 million in September 2004, and $600
million in March 2005.  The significant reduction in borrowing
costs on this transaction relative to the March term loan
reflects the improvement in the company's liquidity, substantial
progress on asset sales, and a clear path to future debt
reduction."

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

                       *     *     *

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

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


EL PASO CORP: Urges Shareholders to Vote for Board's Nominees
-------------------------------------------------------------
El Paso Corporation (NYSE: EP) sent the following letter urging
El Paso shareholders to vote "FOR" El Paso's slate of 12 highly
qualified directors, who are committed to restoring the value
inherent in the company's strong asset base, and to reject the
Zilkha/Wyatt proposals:

Dear Fellow El Paso Shareholder:

I would like to give you the latest update on the initiatives
your Board of Directors and management are pursuing to position
El Paso for the future.

    LOOKING BEYOND OUR 2003 OPERATIONAL AND FINANCIAL PLANS

We have made significant progress with our 2003 operational and
financial plan, as described in my previous letters. We are
already implementing a further series of initiatives that build
upon the momentum we have generated.

Clean Slate Initiative

* On April 16, 2003, we announced our Clean Slate Initiative, a
  top to bottom analysis of El Paso to achieve significant cost
  reductions and business efficiencies designed to create the
  most cost-efficient structure possible for our businesses.

* We are targeting a minimum of $400 million of annual pre-tax
  cost savings and business efficiencies by the end of 2004,
  which includes the pre-tax target of at least $150 million
  that we will achieve in 2003.

* Our recent action to eliminate four of our 10 senior executive
  positions underscores our commitment to this process.

Long Range Planning

El Paso's Board-level Long Range Planning Committee is focused
on taking further steps to position El Paso to pursue the solid
growth opportunities that we believe exist for our natural gas
businesses. To that end, at the direction of the Committee, we
provided additional detail on May 13, 2003 about our plan to
reduce debt by $7.5 billion, more than $12 per share, by mid-
2005.

Key areas of future focus for the Long Range Planning Committee
include:

* Reviewing options to reduce our indebtedness to a level
  appropriate for an investment grade company and sustainable by
  our current businesses. The Committee expects to raise our
  debt reduction target by at least $2.5 billion-for a total of
  at least $10 billion.

* Selling additional assets.

* Achieving further capital expenditure reductions, while
  generating substantial free cash flow from our core
  businesses. The Committee is targeting reductions that will
  bring us to a level of annual capital expenditures below $2
  billion, a significant reduction in capital expenditures.

As a direct result of the actions we are proposing, we believe
that El Paso will have the financial flexibility to take
advantage of strategic business opportunities in the North
American natural gas market and to achieve future growth.

Future Earnings Impact

Completing our 2003 plan and meeting our additional cost
reduction and debt reduction targets are important steps in
repositioning El Paso for the future. The cost and debt
reduction initiatives described above should generate
significant improvements in El Paso's earnings and materially
reduce the risks associated with higher leverage. We expect that
El Paso will benefit in the future from:

* Strong earnings power of our core businesses

* After-tax effects of annual cost reductions and business
  efficiencies

* Net after-tax interest savings from debt reduction

Leadership and Corporate Governance The process of positioning
El Paso for the future includes leadership change and
maintaining best practices in corporate governance.

* We are conducting a thorough process to select the best
  candidate for the position of Chief Executive Officer of El
  Paso. We are in discussions with a number of outstanding
  candidates who are currently senior executives (including
  Chief Executive Officers and Chief Operating Officers) of
  large energy companies. We expect to complete this process
  promptly once the Zilkha/Wyatt proxy contest is behind us.

* We have taken a series of actions to provide continuity and
  measured change in the composition of our Board of Directors-
  adding to our Board four directors with outstanding
  backgrounds and substantial management expertise in the energy
  industry-and having three directors not standing for re-
  election.

* We have adopted corporate governance standards that we believe
  place us in the vanguard of corporate governance best
  practices.

                  THE ZILKHA/WYATT PROXY CONTEST

As you know, Selim Zilkha and Oscar Wyatt, who collectively own
only 2 per cent of our common stock, are seeking to take control
of the entire El Paso Board at our Annual Meeting by replacing
your Board of Directors with their own slate of nine nominees.

We believe that electing the Zilkha/Wyatt slate is not in the
best interests of our stockholders and our Board strongly
recommends that you reject Zilkha/Wyatt. We ask you to carefully
consider the following:

* Mr. Zilkha served as a director of El Paso from October 1999
  until January 2001 and as an advisory director of El Paso from
  January 2001 until June 2002, when he resigned in order to be
  free from limitations on his personal sales of El Paso stock.
  Mr. Zilkha voted to approve all decisions made by our Board
  when he was a director of El Paso and did not dissent from a
  single decision made by our Board when he was an advisory
  director.

* Remarkably, while criticizing the El Paso Board for these
  decisions, Mr. Zilkha has entirely ignored the fact that he
  sat in the same Board meetings and made the same decisions.

* We sought to avoid this proxy contest, by engaging Mr. Zilkha
  in dialogues and meetings to address his concerns. We even
  offered Mr. Zilkha an opportunity to submit candidates for
  nomination to our Board.

* Messrs. Zilkha and Wyatt have not presented a detailed
  business plan. Instead, they have offered a series of general
  statements about their ideas for El Paso, which the Houston
  Chronicle described as "strikingly similar" to El Paso's plan.

* We believe Stephen D. Chesebro', the CEO candidate proposed by
  Messrs. Zilkha and Wyatt, is the wrong choice for CEO of El
  Paso. Mr. Chesebro's only experience as a public company CEO
  consists of less than eight months as CEO of PennzEnergy in
  1999, since which time Mr. Chesebro' has been unemployed. Mr.
  Chesebro' was Chairman and CEO of Tenneco Energy, a subsidiary
  of Tenneco Inc., for only approximately one year. We are in
  discussions with a number of outstanding CEO candidates, all
  of whom we believe have superior qualifications to those of
  Mr. Chesebro'.

* Messrs. Zilkha and Wyatt say their nominees are a "world-class
  group with a vast wealth of industry-specific experience and
  expertise." A closer look reveals that, as a group, the
  Zilkha/Wyatt nominees have limited knowledge of El Paso,
  limited or no public company board experience, and limited
  recent work experience relevant to El Paso's core businesses.

We think you should be concerned about Oscar Wyatt's leading
role in orchestrating this proxy contest and statements he has
made to El Paso representatives about his plans after he takes
control of El Paso, because we believe there are significant
conflicts of interest between El Paso and Mr. Wyatt:

* Mr. Wyatt is the lead plaintiff in a shareholder suit against
  El Paso and the defendant in a lawsuit brought by El Paso
  resulting from his default on payment of a company loan
  guarantee in the amount of $2.5 million plus interest. Mr.
  Wyatt made an unsuccessful attempt to delay his deposition in
  this lawsuit suggesting to the court that, if the Zilkha/Wyatt
  slate is elected, the Board may not pursue collection of
  Wyatt's obligation.

* Mr. Wyatt formed an energy company in 2002 that has attempted
  to acquire assets that compete with El Paso.

* Other concerns we have about Mr. Wyatt include his criminal
  guilty plea relating to violations of federal crude oil
  pricing regulations and the 1979 permanent injunction against
  him arising from the failure to supply natural gas to Texas  
  municipalities. In addition, Mr. Wyatt has a history of
  greenmail and other actions adverse to stockholder interests.

        WE URGE YOU TO REJECT THE ZILKHA/WYATT SLATE

Your vote is important in determining the future direction of El
Paso. Our Board of Directors recommends that El Paso
shareholders vote "FOR' El Paso's slate of 12 highly qualified
directors, who are committed to restoring the value inherent in
the company's strong asset base, and against the Zilkha/Wyatt
proposals.

We also urge you NOT to sign the BLUE proxy card sent to you by
Messrs. Zilkha and Wyatt and to DISCARD any proxy card they may
send to you. Even if you have previously signed a proxy card
sent to you by Messrs. Zilkha and Wyatt, you can revoke it by
signing, dating and mailing the enclosed WHITE proxy card in the
envelope provided.

We urge you to return the enclosed WHITE proxy card to support
your Board of Directors and management by voting "FOR" the
election of our 12 directors. Your vote is critical, no matter
how many shares you own.

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

On behalf of the entire El Paso Board of Directors, I thank you
for your continued support and promise that we will continue to
act in the best interests of all our shareholders.

                    Sincerely,
                        /s/
                    Ronald L. Kuehn, Jr.
                    Chairman and Chief Executive Officer
                    El Paso Corporation

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

                       *     *     *

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

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


ENRON CORP: ENA Sues Noble Gas, et al., to Recover $60 Million
--------------------------------------------------------------
Enron North America Corporation seeks to prevent Noble Gas
Marketing, Inc., Samedan Oil Corporation and Aspect Resources,
LLC from relying on the set-off provisions in certain Affiliate
Agreements that are invalid, voidable or unenforceable.

                 The Noble ISDA Master Agreement

On January 6, 1998, ENA's predecessor-in-interest, Enron Capital
& Trade Resources Corp., entered into the Noble ISDA Master
Agreement with Noble Gas Marketing Inc. and approximately 1,000
financial derivative transactions that are governed by the Noble
ISDA Agreement.  The Noble ISDA Agreement provided that if a
party fails to make payment when due, such failure constituted
an "event of default" thus providing the Non-Defaulting party
with an opportunity to declare an early termination date of the
agreement.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that on March 4, 2002, ENA made written demand pursuant
to Section 5(a)(i) of the Noble ISDA Master Agreement stating
that Noble should pay the invoiced amounts due and owing for
numerous swap and option transactions.  ENA demanded payment of
$38,954,157.  Despite ENA's demand for payment, Noble failed to
pay ENA as required in the Agreement.  On March 11, 2002, ENA
notified Noble pursuant to Section 6(a) of the Noble ISDA Master
Agreement that it was terminating the Agreement effective
March 11, 2002 as a result of Noble's failure to pay amounts due
and owing for transactions governed under the Agreement.

The Noble ISDA Master Agreement provides that upon early
termination, a final settlement amount will be calculated and
paid as an early termination payment to the party "in-the-money"
under terminated transactions.  On November 26, 2002, ENA
provided Noble with its calculation of the final settlement
amount payable by Noble to ENA.  ENA calculates that Noble owes
ENA $55,621,344, as a termination payment resulting from the
early termination of the transactions governed by the Noble ISDA
Agreement, as well as the unpaid accounts receivable at the time
the agreement was terminated.

Prior to ENA submitting its calculation of termination payment,
Noble denied that:

    (i) it was in default,

   (ii) ENA was entitled to designate an early termination date,
        and

  (iii) ENA properly designated an early termination date.

Additionally, Noble indicated that its obligations to make
payments to ENA were suspended because of certain events of
default that existed with respect to ENA or its "Credit Support
Provider" -- Enron Corp.

Moreover, Noble's March 13, 2002 letter erroneously asserts that
certain provisions under the Noble ISDA Master Agreement entitle
Noble to suspend its obligations to make payments to ENA that
were due and payable to ENA prior to ENA's March 4, 2002 notice
of breach.  Noble's letter only makes vague allegations that ENA
or Enron Corp. was in default of the Noble ISDA Master Agreement
before any alleged breach by Noble.  Presumably, these alleged
events of default upon which Noble relies to justify its
suspension of performance under the ISDA Master Agreement are
all related to ENA's filing of bankruptcy on December 2, 2001.

Noble has terminated the Noble ISDA Master Agreement based on
any of the purported events of default asserted by Noble, but
merely stated that Noble was entitled to suspend performance and
that Noble was not obligated to make payments to ENA.

In response to ENA's position regarding early termination of the
Noble ISDA Master Agreement and that it is owed an early
termination payment from Noble, Noble has threatened that it
will attempt to improperly invoke the Noble ISDA Master
Agreement's set-off provision, which purports to allow Noble to
set off amounts owed to ENA under the Agreement against the
amounts ENA allegedly owes to Noble's current affiliates,
including Samedan Corp. and Aspect Resources LLC, under separate
contracts.

Ms. Gray notes that the set-off provision in the Noble ISDA
Master Agreement purporting to allow for the non-mutual set-off
of debts is invalid and unenforceable.  This provision is also
invalid and unenforceable because Noble's affiliates are not
signatories to the agreement and have never provided ENA with
any consideration for the purported non-mutual set-off rights
under the Noble ISDA Master Agreement.  Similarly, Noble's
affiliates have never provided ENA with any consideration
allowing for the transfer of claims for non-mutual set-off
purposes.

In the event the Court finds that the set-off provision of the
Noble ISDA Master Agreement is valid and enforceable, ENA would
show that the express terms of the provisions preclude Noble
from enforcing its application.  The Noble ISDA Master Agreement
specifies that only the non-defaulting party may utilize the
set-off provision.  Therefore, because of its failure to make
payments due and owing under the terms of the agreement and ENA
exercised its right to terminate, Noble is the defaulting party
and unable to rely on the set-off provision such that it may set
off the amounts owed to ENA against the amounts ENA allegedly
owes Noble's purported affiliates.

The Noble ISDA Master Agreement contains an arbitration
provision.

                The Noble Physical Gas Contracts

On August 1, 1994, ENA's predecessor-in-interest, Enron Gas
Marketing, Inc. entered into a Base Contract with Noble.
According to Ms. Gray, the Base Contract contemplated that the
parties would enter into the purchase and sale of natural gas
pursuant to separate forward contracts entered under the terms
of the Base Contract.  Hence, throughout the terms of the Base
Contract, ENA sold and Noble purchased natural gas under a
number of transactions, six of which were pending at the time of
termination.

On November 30, 2001, Noble suspended its performance under the
Base Contract and demanded security for ENA's financial
obligations.  Noble's November 30 letter also provided notice to
ENA that it intended to terminate all transactions with ENA that
were governed by the Base Contract on December 2, 2001, in the
event the requested security was not provided.

In response, on November 26, 2002, ENA notified Noble that Noble
was obligated to pay ENA amounts due for accounts receivable
resulting from transactions pending when Noble purportedly
terminated the Base Contract.  ENA calculated the amounts Noble
owed under the Base Contract and demanded the payment of
$915,530.  Despite ENA's demand for payment, Ms. Gray tells the
Court that Noble failed to pay ENA.

ENA entered into multiple Short-Term Transactions with Noble
that were documented under separate confirmations.  These
confirmations included the Spot General Terms and Conditions
that govern the Short-Term Transactions.  The GTC contains an
arbitration provision.  Ms. Gray explains that the Short-Term
Transactions involve the purchase and sale of natural gas
between ENA and Noble that were entered into over ENA's Internet
website, EnronOnline.

ENA delivered natural gas to Noble as required under the Short-
Term Transactions.  But Ms. Gray tells Judge Gonzalez that Noble
failed to pay ENA for these deliveries.  Thus, on November 26,
2002, ENA notified Noble that it had breached the Short-Term
Transactions with its failure to pay for the natural gas ENA
previously delivered.  ENA demanded the payment of $3,732,222.
However, despite ENA's demand for payment, Noble failed to pay
ENA as required under the terms of the Short-Term Transactions.

On October 15, 2002, Noble filed several proofs of claims that
exceed $696,755, purportedly arising from transactions between
Noble and ENA under the terms of the Base Contract.

                 Samedan ISDA Master Agreement

On March 25, 1996, ENA and Samedan entered into the Samedan ISDA
Master Agreement.  The terms of the Samedan ISDA Master
Agreement are almost identical to the Noble ISDA Master
Agreement, except that it lacks an arbitration provision.

Ms. Gray relates that Samedan has threatened to attempt to
invoke the Samedan ISDA Master Agreement's set-off provision to
argue that the set-off provision allows Samedan to set off
amounts ENA allegedly owes Samedan against the amounts Noble
owes to ENA under the terms of the Noble ISDA Master Agreement
and physical gas contracts.

However, Ms. Gray argues that the Samedan set-off provision is
invalid and unenforceable to the extent that it purports to
allow Samedan to set off the amounts ENA owes Samedan against
the amounts Noble owes to ENA under the terms of the Noble ISDA
Master Agreement and physical gas contracts.  Noble is not a
signatory to the Samedan ISDA Master Agreement and has never
provided ENA with any consideration for the purported non-mutual
set-off rights under the Samedan ISDA Master Agreement.
Similarly, Noble has never provided ENA with any consideration
on behalf of Noble's affiliates or subsidiaries to transfer
claims to Noble for non-mutual set-off purposes.

On October 15, 2002, Samedan filed a proof of claim for
$11,810,190, of which, Samedan attributes $7,447,950 to
transactions arising under the Samedan ISDA Master Agreement.

               The Aspect ISDA Master Agreement

On July 22, 1998, ENA and Aspect entered into the Aspect ISDA
Master Agreement, which is virtually identical to the Noble ISDA
Master Agreement.  However, Aspect was neither an affiliate nor
subsidiary of Noble until December 2001 -- long after the
effective date of the Aspect ISDA Master Agreement.

According to Ms. Gray, Aspect threatened that it will attempt to
invoke the Aspect ISDA Master Agreement's set-off provision to
argue that the set-off provision allows Aspect to set off
amounts ENA allegedly owes Aspect against the amounts Noble owes
to ENA under the terms of the Noble ISDA Master Agreement and
physical gas contracts.

Ms. Gray asserts that the set-off provision in the Aspect ISDA
Master Agreement is invalid and unenforceable to the extent that
the set-off provision purports to allow Aspect to set off the
amounts ENA owes Aspect against the amounts Noble owes to ENA
under the terms of the Noble ISDA Master Agreement and physical
gas contracts because:

  (a) Aspect was not an affiliate or subsidiary of Noble at
      the time of the July 22, 1998, effective date of the
      Aspect ISDA Master Agreement;

  (b) Aspect was also not Noble's affiliate at the time ENA and
      Aspect agreed upon the Transactions subject to the Aspect
      ISDA Master Agreement;

  (c) Neither Aspect nor Noble should be afforded a windfall
      resulting purely from a corporate acquisition occurring
      over two years after the Aspect ISDA Master Agreement was
      executed;

  (d) Noble is not a signatory to the Aspect ISDA Master
      Agreement;

  (e) Noble has never provided ENA with any consideration for
      the purported non-mutual set-off rights under the Aspect
      ISDA Master Agreement; and

  (f) Noble has never provided ENA with any consideration
      allowing Aspect to transfer claims to Noble for
      non-mutual set-off purposes.

The Aspect ISDA Master Agreement contains an arbitration
provision.

On October 15, 2002, Aspect filed a proof of claim for
$5,732,040 that allegedly arises from transactions between
Aspect and ENA pursuant to the terms of the Aspect ISDA Master
Agreement.

                        ENA's Demands

Accordingly, by this complaint, ENA seeks a Court judgment in
its favor that:

A. compels Noble to turnover property of the estate amounting to
   $60,269,085 pursuant to Section 542 of the Bankruptcy Code;

B. declares that Noble violated the automatic stay provision
   provided for by Section 362 of the Bankruptcy Code when it
   exercised control over property of the estate by wrongfully
   suspending performance and withholding property due under the
   Noble ISDA Master Agreement;

C. declares that Noble's purported set-off of amounts owed to
   its Affiliates are invalid and unenforceable pursuant to
   Section 543(a) of the Bankruptcy Code, or in the alternative,
   declares that the set-off provision in the Noble ISDA Master
   Agreement is only valid for the non-defaulting party;

D. declares the arbitration provisions in the Noble ISDA Master
   Agreement and the Short-Term Agreement to be unenforceable
   since the disputes raised in this Complaint implicate
   numerous substantive core Bankruptcy Code issues that will
   affect the distribution to creditors and the allocation of
   assets among the various debtors;

E. declares Noble's breach of contract resulting from its
   failure to pay the $55,621,334 final termination amount it
   owed to ENA under the terms of the Noble ISDA Master
   Agreement;

F. declares Noble's breach of contract resulting from its
   failure to pay $38,954,157 ENA invoiced for transactions
   due and owing under the Noble ISDA Master Agreement;

G. declares Noble's breach of contract resulting from its
   failure to pay ENA $915,530 as invoiced for transactions
   due and owing to ENA under the terms of the Base Contract;

H. declares Noble's breach of contract resulting from its
   failure to pay at least $3,732,222 in invoiced transactions
   due and owing to ENA under the terms of the Short-Term
   Agreement;

G. awards ENA for damages in an amount to be proven at trial
   from Noble's unjust enrichment of at least $60,269,085;

I. declares that Samedan's purported set-offs of amounts owed to
   its Affiliates are invalid and unenforceable pursuant to
   Section 553(a);

J. declares that Aspect's purported set-offs of amounts owed to
   its affiliates are invalid and unenforceable pursuant to
   Section 553(a);

K. declares that the arbitration provisions in the Aspect ISDA
   Master Agreement should not be enforced since numerous
   substantive core Bankruptcy Code issues are implicated by
   the dispute over the set-off provision in the Aspect ISDA
   Master Agreement;

L. awards ENA interest; and

M. awards ENA its attorneys' fees and other expenses incurred
   in this action. (Enron Bankruptcy News, Issue No. 66;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


EPICOR SOFTWARE: Appoints Michael A. Piraino as SVP and CFO
-----------------------------------------------------------
Epicor Software Corporation (Nasdaq: EPIC), a leading provider
of integrated enterprise software solutions for the midmarket,
announced the appointment of Michael A. Piraino to the position
of senior vice president and chief financial officer effective
immediately.  With almost 30 years experience in senior
executive and financial roles, Piraino brings to Epicor a broad
depth of expertise in financial and operational management.

"I am very excited to join the Epicor team and look forward to
the company's next stage of growth," said Piraino.  "I believe
Epicor has a significant opportunity to build on its successes
and to further leverage its award-winning software and leading
industry position as a midmarket software leader."

Piraino started his career in public accounting having spent
more than nine years at Deloitte & Touche LLP.  Piraino has held
senior finance positions at a number of public companies
including Winn Enterprises, Total Pharmaceutical Care, and
Syncor International.  Piraino most recently founded CEO
Resources L.L.C., a premier executive resource management
company which provides small to medium high-growth companies
with interim CEO services, corporate finance and M&A evaluation
and integration strategies.

Prior to starting CEO Resources, Piraino held the position of
president and COO at Enfrastructure, a scalable, full-service
business and technology infrastructure provider for high-growth
companies.  While at Enfrastructure, Piraino successfully
developed a number of revenue generating strategies while
maintaining strict cost and expense controls.

In 1998, Piraino joined Emergent Information Technologies
(renamed SM&A Corporation) as its president and COO until April
2000 when he was appointed CEO.  SM&A is a leading provider of
IT solutions, mission critical software, modeling and simulation
services, and systems engineering to business and government.  
Piraino successfully integrated a number of acquisitions during
his tenure at the company as part of the company's revenue
growth strategy.

Prior to that, Piraino held the concurrent positions of CFO and
EVP of corporate development at Data Processing Resources, a
publicly held company, which provided IT staffing services and
solutions to a diverse group of global Fortune 500 clients.  
Piraino was instrumental in rearchitecting the company's
business processes to integrate more than ten acquisitions
increasing operating efficiencies while adhering to strict
internal and external reporting requirements.

"We are very fortunate to have a highly skilled and accomplished
executive like Michael join our management team," said George
Klaus, chairman, CEO and president of Epicor.  "Michael's high-
energy approach and diversified background in corporate finance,
operational management, and M&A evaluation and integration will
be an invaluable asset to support our anticipated growth
opportunities."

Epicor is a leading provider of integrated enterprise software  
solutions for global midmarket companies.  Founded in 1984,
Epicor has over 15,000 customers and delivers end-to-end,
industry-specific solutions that enable companies to immediately
improve business operations and build competitive advantage in
today's Internet economy.  Epicor's comprehensive suite of
integrated software solutions for Customer Relationship
Management, Financials, Manufacturing, Supply Chain Management,
Professional Services Automation and Collaborative Commerce
provide the scalability and flexibility to support long-term
growth.  Epicor's solutions are complemented by a full range of
services, providing single point of accountability to promote
rapid return on investment and low total cost of ownership, now
and in the future. Epicor is headquartered in Irvine, California
and has offices and affiliates around the world.  For more
information, visit the company's Web site at
http://www.epicor.com

Epicor Software's December 31, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$12 million, while net shareholders' equity has shrunk to about
$4 million, from about $7 million as recorded in the year-ago
period.


EXIDE TECHNOLOGIES: Court Clears Hamburg Superfund Stipulation
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained the
Court's approval of a Joint Stipulation Concerning Costs
Involving the Hamburg Lead Superfund Site.

                         Backgrounder

Prior to the Petition Date, the United States of America brought
a suit against Exide Corporation in the United States District
Court for the Eastern District of Pennsylvania (C.A. No. 00-CV-
3057).  The government sought to recover costs associated with
the Hamburg Lead Superfund Site.  The parties entered into a
stipulation to avoid unnecessary discovery and litigation costs.

The salient terms of the Stipulation are:

   A. The Environmental Protection Agency Cost Summary Report
      dated July 9, 2002 accurately summarizes the costs
      identified by EPA's financial management system as having
      been spent at or in connection with the Hamburg Lead
      Superfund Site.  These costs are referred to as "Past
      Response Costs."

   B. The United States has incurred at least $6,816,346.59,
      including prejudgment interest, in response costs at or
      in connection with the Hamburg Lead Superfund Site.
      These costs include:

        -- direct and indirect costs incurred by EPA through
           February 28, 2002 amounting to $5,699,323.73;

        -- costs incurred by the Department of Justice through
           February 2002 amounting to $193,579.28;

        -- costs incurred by the Agency for Toxic Substances and
           Disease Registry through March 9, 2002 amounting to
           $378,167.99; and

        -- pre-judgment interest amounting to $545,275.59
           incurred through July 1, 2002 on all of these costs.

   C. All Past Response Costs are recoverable under Section 107
      of the Comprehensive Environmental Response, Compensation
      and Liability Act, and were incurred not inconsistent
      with the National Contingency Plan.

   D. Pre-judgment interest on the Past Response Costs,
      recoverable under Section 107 of CERCLA, 42 U.S.C.
      Section 9607, began to accrue on September 1, 1999.

   E. Pre-judgment interest through July 9, 2002 is
      $545,275.59. Additional interest accrues daily.

   F. Without waiving any right of appeal on the issue of
      liability, defendant Exide stipulates to entry of a
      judgment on costs amounting to $6,475,529.20 in
      reimbursement of Past Response Costs.

   G. The $6,475,529.20 represents 95% of the Past Response
      Costs and pre-judgment interest, as documented in the
      Attached Cost Summary Report dated July 9, 2002.

   H. Response Costs incurred since February 2002, and
      pre-judgment interest from July 9, 2002, are "Future
      Response Costs."

   I. Defendant Exide stipulates to entry of a declaratory
      judgment pursuant to Section 113(g)(2) of CERCLA, 42
      U.S.C. Section 9613(g)(2), establishing that Exide is
      liable for response costs incurred with respect to the
      Site, that will be binding in any subsequent actions to
      recover Future Response Costs incurred by the United
      States in connection with the Site.

   J. Exide may challenge Future Response Costs only on the
      basis of accounting errors or inconsistency with the
      National Contingency Plan, 40 C.F.R. Part 300.  Exide
      will bear the burden of proving accounting errors or
      inconsistency with the NCP.

   K. The United States may only seek enforcement of the
      judgments for Past Response Costs and Future Response
      Costs in the Bankruptcy Court for the District of
      Delaware as part of Exide's bankruptcy proceeding.

   L. The United States' Proof of Claim to be filed in Exide's
      bankruptcy proceeding will contain the United States'
      estimate of Future Response Costs as of the date of
      filing of the Proof of Claim.  The United States will
      periodically provide the Bankruptcy Court with an update
      of the United States' Future Response Costs. (Exide
      Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


FAIRBANKS CAP.: Reaches Pact to Extend Default Waiver to June 16
----------------------------------------------------------------
The PMI Group, Inc. (NYSE:PMI) noted that Fairbanks Capital
Corp., the majority of its lenders and its primary shareholders
executed an Agreement in Principle on May 24, 2003 that will
provide a framework for Fairbanks to receive additional
committed financing through September 30, 2004 for servicing
advances and working capital. It is PMI's understanding that
Fairbanks' lenders have extended the term of the previously
granted waiver of the specified event of default to June 16,
2003. In addition, Fairbanks' primary shareholders will
participate in the financing. The final agreement, which is
subject to completion of due diligence, is expected to be
completed prior to the expiration of the waiver.

PMI's share of the financing will be approximately $23 million
in the form of a subordinated participation interest in
Fairbanks' indebtedness. PMI has no additional financial
obligation under the Agreement in Principle beyond the
approximate $23 million participation interest.

"We are pleased that Fairbanks was able to reach an agreement in
principle with its lenders to secure additional financing in
order to continue its important work of servicing nonprime loans
and advancing towards the establishment of best practices in the
industry. The Fairbanks board of directors has instructed the
company's management to make significant improvement of customer
service a top priority," said Brad Shuster, President, PMI
Capital Corporation and Chairman of the Fairbanks board of
directors.


FANSTEEL INC: Executes Term Sheet on Reorganization Plan Terms
--------------------------------------------------------------
Fansteel Inc. (OTC Pink Sheets: FNST) has executed a term sheet
with representatives of key creditor constituencies, including
the Nuclear Regulatory Commission, the United States
Environmental Protection Agency, the Pension Benefit Guaranty
Corporation, the Departments of Defense and the Navy, the
National Oceanic Atmospheric Administration and the Department
of the Interior, on the principal terms of a reorganization plan
for the Company and its domestic subsidiaries, currently
operating as Chapter 11 debtors-in-possession.

The reorganization plan would allow Fansteel to satisfy its
environmental remediation obligations over a period of years,
provide its non-environmental creditors a substantial recovery
on their outstanding claims, and, potentially, provide its
current shareholders with an ownership interest in the
reorganized company. Implementation of the provisions of the
term sheet remains subject to final documentation, voting by
creditors, Bankruptcy Court approval, and other conditions. The
Company expects to file a reorganization plan and other
definitive documents with the Bankruptcy Court in the near
future.

Gary Tessitore, Fansteel's President and Chief Executive, said,
"We believe that this term sheet is the most critical step to
successfully complete the Company's reorganization process. We
are currently working with many of our most significant
creditors and constituents to formalize these arrangements and
finalize this plan. Completion of the process will allow
Fansteel to reorganize and emerge from Chapter 11 well
positioned to take advantage of future opportunities in the
market. The plan contemplates that the Company will emerge from
bankruptcy protection in the fourth quarter of this year."

In a related matter, Fansteel also announced that its Board of
Directors has completed its preliminary review of a draft
reorganization plan that had been attached as an exhibit to a
May 9, 2003 motion filed by the Official Committee of Unsecured
Creditors in Fansteel's Chapter 11 case for authorization to
file its own reorganization plan without an accompanying
disclosure statement. As a result of its review, the Board
determined that the proposed Committee plan appeared to have
serious infirmities in structure and content, which warranted
further examination by the Board before determining what, if any
affirmative action, would be appropriate. Accordingly, Fansteel
filed an emergency motion to seek a continuance of the hearing
on the Committee motion, which the Bankruptcy Court granted,
ruling that the Committee would be precluded from filing any
such proposed plan for a period of between 30 and 45 days, the
precise duration to be determined by the Bankruptcy Court.

As previously reported, on January 15, 2002, Fansteel Inc. and
its U.S. subsidiaries filed voluntary petitions for
reorganization relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
Wilmington, Delaware. The cases have been assigned to the
Honorable Judge Joseph J. Farnan, Jr. and are being jointly
administered under Case Number 02- 10109.


FIBERCORE: Nasdaq Hearing Panel Requests Additional Information
---------------------------------------------------------------
FiberCore, Inc. (Nasdaq: FBCEE), a leading manufacturer and
global supplier of optical fiber and preform for the
telecommunications and data communications markets, announced
that the hearing it requested to contest the delisting of its
securities from the Nasdaq Smallcap Market was held on May 22,
2003. The Hearing Panel has requested additional information
from the Company. It expects to make a determination as to
continued listing or delisting after receipt of that
information. The delisting action continues to be stayed pending
the decision of the panel.

If the Company should eventually be delisted, it would suffer
material adverse consequences as set forth in the press release
dated April 23, 2003 and no assurances can be given that such
delisting will not occur. If the Company should be delisted, the
Company will endeavor to facilitate the trading of its stock on
the OTC Bulletin Board, but no assurance can be given that such
a trading market will be available. FiberCore previously traded
on the OTC Bulletin Board before moving to the Nasdaq Smallcap
Market in November 2000.

FiberCore, Inc. develops, manufactures, and markets single-mode
and multimode optical fiber preforms and optical fiber for the
telecommunications and data communications markets. In addition
to its standard multimode and single-mode fiber, FiberCore also
offers various grades of fiber for use in laser-based systems up
to 10 gigabits/sec, to help guarantee high bandwidths and to
suit the needs of Feeder Loop (also known as Metropolitan Area
Network), Fiber-to-the Curb, Fiber-to-the Home and Fiber-to- the
Desk applications. Manufacturing facilities are presently
located in Jena, Germany and Campinas, Brazil.

For more information about the company, its products, or
shareholder information visit its Web site at:
http://www.FiberCoreUSA.com

At March 31, 2003, FiberCore's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $37 million. Its total shareholders' equity narrowed to
about $900,000 from about $4.4 million three months ago.


FIN'L ASSET: Fitch Downgrades Class B-4 and B-5 Notes to B/D
------------------------------------------------------------
Fitch Ratings takes actions on the following Financial Asset
Securitization Inc., mortgage participation securities:
Financial Asset Securitization Inc., mortgage participation
securities, series 1997-NAMC2

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

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

        -- Class B-3 upgraded to 'A' from 'BBB';

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

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

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


FLEMING: Fresh Brands to Acquire Rainbow Food Store in Wisconsin
----------------------------------------------------------------
Fresh Brands, Inc. (Nasdaq:FRSH) has entered into an agreement
with Fleming Companies, Inc., for the purchase of a Rainbow
Foods store in Racine, Wisconsin.

The 50,440 square foot store is located at 5201 W. Washington
Avenue in Racine. The sale is expected to close by July 7, 2003,
subject to closing conditions and approval by the Bankruptcy
Court overseeing Fleming's bankruptcy case. The terms of the
transaction were not disclosed.

"We are extremely pleased to increase the number of Piggly
Wiggly stores in the Racine market with this acquisition," said
Elwood F. Winn, president and chief executive officer. "The
purchase of this store in Racine is directly in line with our
key growth strategies of expanding in our existing markets,
adding additional brands and widening our geographic reach. The
new store will give us five Piggly Wiggly stores in the market
and we believe will vault our Piggly Wiggly brand into the
number one market share position in the community."

Piggly Wiggly currently has four stores in Racine. The stores
are at 1101 Grove Avenue, 4011 Durand Avenue, 5600 Spring Street
and 3900 Erie Street. Planning is currently underway to remodel
and expand the Durand Avenue location, which is scheduled to be
completed later this year.

Winn indicated that Fresh Brands will be remodeling the new
location to its current Piggly Wiggly prototype beginning
shortly after the transaction closes. The remodeled store is
expected to be completed within a few months. "We are anxious to
welcome customers to our fifth store in Racine and we have some
great features planned for this new store," said Michael R.
Houser, vice chairman, executive vice president and chief
marketing officer. "Of course we will focus on providing area
shoppers with the best overall shopping values through our
Piggly Wiggly Preferred Club Card, Preferred Power Pricing
Program, Pampered to Perfection initiative and our Master
Certified Produce Experts process."

Houser indicated that the Piggly Wiggly Preferred Club Card
provides shoppers with instant savings without clipping coupons
and the Piggly Wiggly Preferred Power Pricing Program offers
shoppers substantial month-long savings on frequently purchased
items like cereal, laundry, pet, paper products and frozen
foods. "Like the other Piggly Wiggly stores, the new Piggly
Wiggly store will also focus on high quality perishable
departments with our exclusive Pampered to Perfection and Master
Certified Produce Experts programs," Houser said. "Pampered to
Perfection delivers the freshest, most delicious produce
available to Piggly Wiggly's customers."

The store will also feature several exclusive fresh meat
selections including the original restaurant quality Certified
Angus Beef, Diamond Lean Beef, Farmland All Natural and Extra
Tender Pork as well as the new Full Circle/Gerber Farms All
Natural Chicken. In addition, the store will feature Piggly
Wiggly's award-winning deli and bakery departments.

Fresh Brands, Inc. is a supermarket retailer and grocery
wholesaler through corporate-owned retail, franchised and
independent supermarkets. The corporate-owned and franchised
retail supermarkets currently operate under the Piggly Wiggly(R)
and Dick's(R) Supermarkets brands. Fresh Brands currently has 74
franchised supermarkets and 28 corporate-owned stores all served
by two distribution centers and a centralized bakery/deli
production facility. Stores are located throughout Wisconsin and
northern Illinois. For more information, please visit the
company's corporate Web site: http://www.fresh-brands.comor its  
consumer site: http://www.shopthepig.com    


FLEMING: Rejecting 112 Real Estate Leases to Save $4.3MM/Monthly
----------------------------------------------------------------
In connection with their efforts to reduce costs and formulate a
workable business plan centered on consolidated operations,
Fleming Companies, Inc., and its debtor-affiliates evaluated
their unexpired non-residential real property leases in the
locations where they operate.  Consequently, the Debtors
identified certain locations that are not necessary to their
ongoing business plan and that will not be part of their
restructuring.

Against this backdrop, the Debtors sought and obtained the
Court's authority to reject 112 real estate leases associated
with those locations effective as of April 30, 2003.

Due in part to the continuing burden that the Debtors would face
as a result of the administrative expense arising under the
Leases, Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., says the Debtors have determined
that attempting to market and assign the Leases would be more
costly than any potential value that might be realized with any
future sale, assignment or sublease.  Ms. Jones notes that the
Lease rejection will save the Debtors $4,300,000 per month on
related lease expenses.

To the extent that they have any personal property that is of de
minimis value at any of those locations, the Court authorizes
the Debtors to remove or abandon that property.

All affected parties to the Leases may file proofs of claim for
the rejection on the later of July 31, 2003 or the deadline set
by the Court to file general unsecured claims. (Fleming
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FREMONT GEN.: Fitch Ratchets Junk Sr. Debt Rating Up 2 Notches
--------------------------------------------------------------
Fitch Ratings has upgraded the senior debt ratings of Fremont
General Corporation to 'CCC+' from 'CCC-'. The trust preferred
securities issued by Fremont's affiliate Fremont General
Financing I remain at 'CC'. The Rating Outlook is revised to
Stable from Evolving.

Fremont has used excess cash flows generated by its remaining
subsidiary, Fremont Investment and Loan, a California-chartered
industrial bank, to repurchase its senior debt in the open
market. The amount of senior debt outstanding has declined
considerably, to $213 million currently from $260 million at
year-end 2002 and $425 million when originated in 1999. Trust
preferred securities outstanding remain at $100 million.

Expected future cash contributions by Fremont for its
discontinued insurance operations have been capped by an
agreement with the California Department of Insurance. The
maximum contribution amount under this agreement is $13.25
million per year for the next six years, totaling $79.25
million. Fremont has accrued and expensed the present value of
this amount. Due to the decline in the senior debt levels
outstanding, the establishment of a maximum for future insurance
cash contributions, and strong recent profitability at FIL,
Fitch believes that the pressure on Fremont has abated somewhat.
Default risk, while less imminent, remains possible.

FIL, headquartered in Anaheim, California, is an FDIC-insured
institution specializing in commercial real estate lending and
subprime residential mortgages. Current conditions in the
subprime market are quite favorable due to low interest rates,
and FIL has earned strong returns in recent periods. Commercial
real estate market conditions are less favorable, and FIL
carries high levels of non-accrual loans and other nonperforming
assets. Fitch believes that there are considerable risks
inherent in both the commercial real estate and subprime
residential lending businesses, requiring robust and seasoned
risk management systems. Sustained favorable conditions will be
necessary to allow FIL to continue generating sufficient cash to
support the parent's debt service needs.


GEORGIA-PACIFIC: S&P Rates $500 Mil. Senior Note Issues at BB+
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Georgia-Pacific Corp.'s $350 million
senior notes due 2008 and $150 million senior notes due 2014.

Standard & Poor's said that at the same time it affirmed its
'BB+' corporate credit rating on the company. The outlook
remains negative. Debt at Georgia-Pacific, excluding capitalized
operating leases and unfunded postretirement obligations, totals
about $11.9 billion.

Atlanta, Georgia-based Georgia-Pacific Corp. is a major
diversified forest products company. "The ratings reflect broad
product diversity, with good market and cost positions in
tissue, disposable tableware, and containerboard," said Standard
& Poor's credit analyst Cynthia Werneth. "This is offset by more
cyclical building products, pulp, and paper operations;
aggressive debt leverage; and manageable but rising asbestos-
related outlays. The new debt issue will lengthen debt
maturities and increase liquidity."


GLIMCHER REALTY: Closes Sale of Hills Plaza East for $2.3 Mill.
---------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT), one of the country's premier
retail REITs, reported the sale of a community center asset in
keeping with its strategy to reduce debt through non-strategic
asset sales.  On May 27, 2003, the Company sold Hills Plaza
East, a 96,025-square-foot community center in Erie, PA, for
$2.3 million.  The center includes a 77,000-square-foot vacant
anchor location that was formerly occupied by Ames.  The cash
proceeds were used to pay down the Company's line of credit.

The Company continues to execute its strategy of selling non-
core community centers and utilizing the proceeds to reduce debt
and increase its investment in regional mall properties.  To
date, the Company has completed the sale of 58 community center
assets for approximately $380 million.

As of May 27, 2003, the Company's 23 regional malls represent
19.8 million square feet of gross leasable area and the
Company's total portfolio includes 69 properties consisting of
25.0 million square feet of GLA.

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

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


HAYES LEMMERZ: Wants Blessing to Reject Mexican Unit's Contracts
----------------------------------------------------------------
According to Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware, debtor Hayes
Lemmerz International-Mexico Inc. is a party to three agreements
each dated November 10, 1995, pertaining to a joint venture
which was established under the name of Hayes Wheels de Mexico,
S.A. de C.V. -- the Mexican JV, for the purpose of designing,
manufacturing and marketing aluminum and steel wheels in Mexico.  
The three Agreements are:

    (i) a Shareholders Agreement between Hayes Mexico and UNIK,
        S.A. de C.V., now known as DESC Automotriz, S.A. de
        C.V.;

   (ii) a Marketing And Support Services Agreement between
        Hayes Mexico, the Mexican JV, and DESC; and

  (iii) a Technology License And Technical Assistance Agreement
        between Hayes Mexico, the Mexican JV, and DESC.

The Mexican JV and DESC are in default under the Agreements.

Mr. Clark explains that the Modified Plan provides that, as of
the Effective Date of the Modified Plan, all unexpired leases
and executory contracts will be assumed if they do not fall into
one of four categories listed in Section 7.1.  These categories
include:

    a) previously rejected contracts,

    b) contracts to which a motion to reject has been filed on
       or prior to the Confirmation Date,

    c) contracts listed on Exhibit H to the Modified Plan, and

    d) contracts that have expired prior to the Effective Date
       of the Modified Plan or are no longer executory as of the
       Effective Date.  

As of March 27, 2003, the Debtors had neither rejected nor filed
a motion to reject the Agreements; nor were such Agreements
listed on Exhibit H, the schedule of rejected contracts, to the
Modified Plan.

Accordingly, on March 27, 2003, DESC, the Mexican JV, and Hayes
Wheels Aluminio, S.A. de C.V., which is an operating subsidiary
of the Mexican JV, filed a notice of cure demand of "not less
than $10,250,000," or alternatively a motion for allowance and
payment of an administrative expense of "not less than
$23,900,000."  The Cure Motion was later supplemented, and the
cure demand and administrative claim were reduced to "not less
than" $9,300,000 and $20,600,000.

Mr. Clark states that Hayes Mexico has determined that the
Mexican JV has committed Defaults under the Marketing Agreement
and the License Agreement.  Accordingly, on April 15, 2003,
Hayes Mexico sent a letter to DESC and the Mexican JV exercising
its contractual rights to terminate the Marketing Agreement and
the License Agreement as a result of the Defaults and in
accordance with its unilateral contractual right to terminate
the Marketing Agreement.

Hayes Mexico has also determined that DESC has committed
Defaults under the Shareholders Agreement.  Accordingly, on
April 28, 2003, Hayes Mexico sent a letter to DESC and the
Mexican JV exercising its contractual rights to terminate the
Shareholders Agreement.

The Debtors also intend to file a complaint seeking a
declaratory judgment that the Agreements have been terminated or
will terminate pursuant to their own terms as a result of the
April 15 Letter and the April 28 Letter, including the Defaults
of the Mexican JV and DESC, and, therefore, are or will no
longer be executory as of the Effective Date.

Mr. Clark explains that the Shareholders Agreement governs the
relationship and rights of Hayes Mexico and DESC with respect to
the Mexican JV.  Pursuant to the Shareholders Agreement, DESC
owns 59.72% and Hayes Mexico owns 40% of the shares of the
Mexican JV, with the remaining 0.28% being held by independent
shareholders.

The Shareholders Agreement provides that DESC will establish
management control policies for the Mexican JV and will appoint
a Director General for the Mexican JV to be responsible for the
day-to-day operations.  The Shareholders Agreement further
provides that either party may terminate the agreement as a
result of, among other things:

    -- a Default, which is not cured within the time stated;

    -- the Mexican JV's inability to continue to operate due to
       heavy losses;

    -- a substantial downturn in business, which will produce
       future heavy losses; or

    -- the Mexican JV's inability to operate due to the failure
       of one of the parties to fulfill its obligations.

Accordingly, on April 28, 2003, Hayes Mexico sent the Letter
terminating the Shareholders Agreement.

Section 11 of the Marketing Agreement affords Hayes Mexico the
unconditional and unilateral right to terminate the Marketing
Agreement by giving 30 days notice to the Mexican JV without
regard to whether the Mexican JV is in default.  Hayes Mexico
exercised that right when it sent the April 15 Letter.

Under the Marketing Agreement, Mr. Clark reports that Hayes
Mexico agreed to be the exclusive marketing, sales and service
agent for the Mexican JV for the sale of aluminum and steel
wheels in the United States and Canada and a non-exclusive
marketing, sales and service agent for the Mexican JV for the
sale of aluminum and steel wheels throughout the rest of the
world, with the exception of Mexico.  The Mexican JV was
required under the Marketing Agreement to refer any request from
a customer or potential customer regarding the manufacture or
sale of aluminum or steel wheels in the exclusive market to
Hayes Mexico and was prevented from soliciting or contacting any
customer regarding the sale of aluminum or steel wheels in the
exclusive market.  The Marketing Agreement also requires the
payment, on a quarterly basis, of a marketing fee from the
Mexican JV to Hayes Mexico equal to 2.5% of Net Sales, as
defined in Section 1.11 of the Shareholders Agreement.

Mr. Clark contends that the Mexican JV failed to timely and
fully pay marketing fees to Hayes Mexico.  As of May 6, 2003,
the Debtors believe that at least $1,600,000 is past due,
thereby constituting a default under the Marketing Agreement.

Either party may terminate the Marketing Agreement if the
Shareholders Agreement is terminated or the other party is in
Default under the Marketing Agreement.  Accordingly, on
April 15, 2003, Hayes Mexico sent the Letter terminating the
Marketing Agreement.

Mr. Clark informs the Court that the License Agreement allows
the Mexican JV to use certain technology, patents and
trademarks, which are licensed by Hayes Mexico from HLI on a
non-exclusive basis, in the manufacture of aluminum and steel
wheels in Mexico.  In exchange for this license, the Mexican JV
is required to pay quarterly to Hayes Mexico a license fee equal
to 1.25% of the Net Sales.  Either party may terminate the
License Agreement immediately after a Default.

The Mexican JV has defaulted under the License Agreement and is
past due on at least $800,000 in license fees.  Accordingly, on
April 15, 2003, Hayes Mexico sent the Letter terminating the
License Agreement.

The Debtors believe the Agreements have been or will be
terminated by their own terms on or before the Effective Date of
the Modified Plan, thus rendering them non-executory and non-
assumable under Section 7.1(d) of the Modified Plan and Section
365 of the Bankruptcy Code.  By this motion, the Debtors seek
the Court's authority to reject the Agreements, to the extent
that the Agreements have not been previously terminated and
remain executory as of the Effective Date of the Modified Plan.

Mr. Clark tells the Court that the Agreements impede the
Debtors' ability to operate as contemplated by their business
plan.

The Debtors are taking steps necessary to consummate the
Modified Plan, with a goal of emerging from Chapter 11 by the
end of May 2003.  

Mr. Clark contends that the Mexican JV and the related
Agreements have been a source of problems for the Debtors for a
significant period.  Quality control problems at the Mexican JV
have damaged the Debtors' relationships with their customers and
caused potential liability.

Moreover, the Mexican JV has never paid a dividend to Hayes
Mexico.  Although not contractually obligated to do so, Hayes
Mexico has invested over $6,000,000 in additional capital in the
Mexican JV since its inception.  The Mexican JV currently has a
debt load that is unreasonably large in comparison to its
EBITDA. Accordingly, Hayes Mexico has written off its entire
investment in the Mexican JV.

Indeed, Mr. Clark points out that the Mexican JV has not even
paid Hayes Mexico more than $2,400,000 already due and owing
under the Marketing Agreement and the License Agreement.  Given
the Mexican JV's poor financial condition, the prior capital
contributions made by Hayes Mexico, the importance of the
Debtors' reputation in the marketplace, Hayes Mexico's minority
status in the Mexican JV, and the lack of profitability of the
Mexican JV, Hayes Mexico believes that it would not be fiscally
wise to continue its involvement in the Mexican JV under the
Agreements.  (Hayes Lemmerz Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


IMC GLOBAL: Shuts Down Louisiana Phosphates Prod. Indefinitely
--------------------------------------------------------------
IMC Global Inc., (NYSE: IGL) announced that its IMC Phosphates
Company will indefinitely shut down all phosphate fertilizer
production at its Louisiana facilities by the beginning of June
to better balance supply with demand as the U.S. spring crop
planting season draws to a close.

Affected facilities include the Uncle Sam phosphoric acid plant,
with an annual capacity of about 950,000 short tons, the
Faustina diammonium phosphate and monoammonium phosphate
granulation plant currently running at a partial annualized rate
of about 1.9 million short tons, and the Faustina ammonia plant
with an annual capacity of 560,000 short tons.  A remaining
Louisiana facility, Taft, has been idled since the summer of
1999.  IMC Phosphates' Florida facilities are unaffected.

IMC Phosphates Company has an annual capacity of nearly 8
million short tons of concentrated phosphates produced from
about 4 million short tons of annual phosphoric acid capacity in
Florida and Louisiana, which represents 10 percent and 30
percent of global and U.S. phosphoric acid capacity,
respectively.

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry.  For more information, visit IMC Global's
Web site at http://www.imcglobal.com

                           *   *   *

As previously reported, Fitch Ratings assigned a 'BB' rating to
IMC Global Inc.'s new 11.25% senior unsecured notes due June 1,
2011. Fitch has affirmed the 'BB+' rating on the senior secured
credit facility, the 'BB' rating on the existing senior
unsecured notes with subsidiary guarantees and the 'B+' rating
on the senior unsecured notes with no subsidiary guarantees. The
Rating Outlook has been changed to Negative from Stable.


JLG INDUSTRIES: Reports Improved Fiscal Third Quarter Results
-------------------------------------------------------------
JLG Industries, Inc. (NYSE:JLG) announced results for its fiscal
2003 third quarter ended April 30, 2003 with consolidated
revenues of $205.8 million and net income of $2.2 million.

For the prior-year period, revenues were $208.7 million and net
income was $836 thousand.

Year-to-date revenues were $517.6 million with net income of
$6.7 million. For the nine-month period in fiscal 2002, revenues
were $521.2 million with income before cumulative effect of
change in accounting principle of $4.5 million.

In May 2003, the Company sold $125 million principal amount of
8-1/4 percent senior unsecured notes due 2008 and amended its
$250 million revolving credit facility and $25 million overdraft
facility. The net proceeds of the offering were used to repay
outstanding debt under the Company's existing revolving credit
facility with the balance to be used for general corporate
purposes.

JLG Industries, Inc. is the world's leading producer of mobile
aerial work platforms and a leading producer of telehandlers and
telescopic hydraulic excavators marketed under the JLG(R) and
Gradall(R) trademarks. Sales are made principally to rental
companies and distributors that rent and sell the Company's
products to a diverse customer base, which include users in the
industrial, commercial, institutional and construction markets.
JLG's manufacturing facilities are located in the United States
and Belgium, with sales and service locations on six continents.

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

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
JLG Industries Inc.'s proposed offering of $125 million senior
unsecured notes due in 2008 (144A with registration rights). In
addition, Standard & Poor's affirmed its 'BB' corporate credit
rating on JLG and its other ratings.

The proposed senior unsecured notes, when issued, will be
subordinated to all existing and future secured debt and will
rank senior to JLG's existing and future subordinated
indebtedness, including its 8-3/8% senior subordinated notes due
2012. The proceeds from the notes offering will be used to repay
outstanding debt and reduce commitment levels under JLG's senior
credit facilities. The outlook is negative.


JLG INDUSTRIES: Board Declares Regular Quarterly Cash Dividend
--------------------------------------------------------------
The Board of Directors of JLG Industries, Inc. (NYSE:JLG)
declared its regular, quarterly cash dividend of $.005 per
common share.

The dividend is payable on July 8, 2003 to shareholders of
record June 17, 2003.

JLG Industries, Inc. is the world's leading producer of mobile
aerial work platforms and a leading producer of telehandlers and
telescopic hydraulic excavators marketed under the JLG(R) and
Gradall(R) trademarks.

Sales are made principally to rental companies and distributors
that rent and sell the Company's products to a diverse customer
base, which include users in the industrial, commercial,
institutional and construction markets. JLG's manufacturing
facilities are located in the United States and Belgium, with
sales and service locations on six continents.

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

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
JLG Industries Inc.'s proposed offering of $125 million senior
unsecured notes due in 2008 (144A with registration rights). In
addition, Standard & Poor's affirmed its 'BB' corporate credit
rating on JLG and its other ratings.

The proposed senior unsecured notes, when issued, will be
subordinated to all existing and future secured debt and will
rank senior to JLG's existing and future subordinated
indebtedness, including its 8-3/8% senior subordinated notes due
2012. The proceeds from the notes offering will be used to repay
outstanding debt and reduce commitment levels under JLG's senior
credit facilities. The outlook is negative.


KAISER: Hatch - Again - Seeks Stay Relief to Pursue Litigation
--------------------------------------------------------------
Hatch Associates, Inc., together with its affiliate Hatch
Associates Consultants, Inc., renews its request that the Court
lift the automatic stay to permit it to prosecute its claims
against Kaiser Aluminum Corporation and its debtor-affiliates in
a pending prepetition arbitration proceeding.

In July 2002, Hatch asked the Court to modify the stay to
continue the Arbitration.  At the hearing in August 2002, the
Debtors agreed with Hatch that its Claim should be determined in
the Arbitration.  The Debtors, however, requested a delay of the
Arbitration.  Consequently, the Court denied Hatch's request,
but invited a new motion "in about six months".

"More than six months have passed since the August hearing; by
any definition, the 'early' part of the Debtors' bankruptcy
cases is over," Michelle McMahon, Esq., at Connolly Bove Lodge &
Hutz LLP, in Wilmington, Delaware, tells the Court.  "The
Debtors' only argument -- that Hatch's first renewed motion came
too early -- provides no ground for further delay.  The Debtors
have recognized Hatch's underlying right to the Claim's
determination in Arbitration.  The time has now come for the
Arbitration to restart."

Ms. McMahon asserts that Hatch's request now becomes even more
pressing not only because Hatch desires the opportunity to
finalize the amount of its Claim, but also because the Claim's
adjudication through Arbitration will help the Debtors'
bankruptcy cases to progress by fixing the Claim amount.

Hatch also asks the Court to permit its insurer, Lexington
Insurance Company, to participate and enforce its rights in the
Arbitration.

Hatch's Claim arose from an April 17, 2000 Engineering,
Procurement and Construction Agreement for Gramercy Rebuild
Project between the Debtors and Kaiser Engineers, Inc.  Kaiser
Engineers worked on salvage and design towards the
reconstruction and rebuilding of the Debtors' Gramercy,
Louisiana refinery soon after the explosion in 1999.  In early
May 2000, Kaiser Engineers and the Debtors amended the EPC
Agreement to limit Kaiser Engineers' responsibilities at
Gramercy to design and procurement.  In August 2000, the EPC
Agreement was assigned to Hatch pursuant to a court order in the
bankruptcy case of Kaiser Engineers and its affiliated
companies.

Despite its continued proper performance under the EPC
Agreement, the Debtors failed to pay Hatch not less than
$3,536,534, including interest to and including February 11,
2002, required under the Agreement.  As of the Petition Date,
the Debtors' multi-million dollar debt to Hatch remains past due
and unpaid.  As required by the EPC Agreement, Hatch initially
sought to address the Debtors' failure to pay through formal
negotiations in early 2001, then through a formal mediation in
early August 2001.

The Debtors have asserted a counterclaim for approximately
$31,000,000 in the Arbitration.  However, they have not further
quantified the Counterclaim, nor detailed its alleged
components.

Before July 2002, Hatch filed an initial request to modify the
stay and continue the Arbitration.  Pursuant to a Court-approved
stipulation, the Debtors, Hatch and Lexington agreed to stay the
Arbitration but sought ways to end the stay.

If the Debtors believe that Hatch or its insurer owes them more
than $30,000,000 -- the Debtors should agree to have the
Arbitration recommence, Ms. McMahon insists.  "Why wouldn't the
Debtors want to determine the alleged Counterclaim so that the
estate can realize on this supposedly valuable asset?"

Alternatively, Hatch suggests that the Court partially modify
the automatic stay:

   (a) to authorize Hatch to request the empanelled arbitrators
       to order the Debtors to produce to Hatch right away all
       current expert engineering consultant reports and other
       technical and financial analyses that:

         (i) identify alleged errors in Hatch's engineering
             design, particularly in the plans or specifications
             that it prepared, and which required that Hatch
             later do additional engineering work to correct the
             alleged errors, and for which the Debtors "back-
             charged" (deducted from fees) on Hatch's invoices;

        (ii) identify work done by Hatch after August 21, 2000,
             to correct the alleged errors, and further identify
             the charges which the Debtors then back-charged
             against Hatch's invoices;

       (iii) identify other specific alleged errors that
             resulted in defects in parts of the Gramercy plant
             as it was constructed to Hatch's allegedly
             defective design; and

        (iv) identify and tally the costs of those so-called
             corrective work and any other costs allegedly
             caused by Hatch's negligent design, which are the
             basis of the counterclaim; and

   (b) to authorize the Arbitration panel to have a hearing on
       Hatch's request and, if the panel deems it appropriate
       after the hearing, to order that the Debtors produce to
       Hatch the requested expert reports and technical
       analyses.

Ms. McMahon explains that the proposed alternative relief would
still permit progress in the Arbitration without burdening the
Debtors.  The Alternative also gives Hatch the minimum fair
treatment.

Ms. McMahon relates that the dispute entrusted to the
Arbitration is exceptionally complex and technical.  The Debtors
and Hatch have already produced to each other a total of more
than 10,000 documents, including over 2,500 drawings, plus
sketches, engineering calculations, reports, construction
records, and financial records.  But, in both their defenses to
the Claim and in their Counterclaim, Ms. McMahon notes that the
Debtors have asserted engineering negligence only in very broad
strokes, and have consistently failed or refused to describe
with any particularity the alleged errors or omissions and the
details in which they exist.  The Debtors also did not identify
specific engineering calculations about the system that were
supposedly erroneous.  Without the specification, Hatch's
attempt to determine any errors or omissions is like looking for
a needle in a haystack, Ms. McMahon says. (Kaiser Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


KLEINERT'S: BSI Appointed as Court Claims and Noticing Agent
------------------------------------------------------------
The Honorable Judge Burton R. Lifland approved Klienert's Inc.,
and its debtor-affiliates' application to appoint Bankruptcy
Services, LLC as Notice and Claims Agent.

The Debtors have identified approximately 500 entities to which
notice must be given in the Company's chapter 11 cases.  The
Office of the Clerk of the Bankruptcy Court is not equipped and
would be unduly burdened by the requirement to serve notice or
maintain claim registers efficiently and effectively for a
creditor and equity interest holder body of this size.

The Debtors submit that the engagement of an independent third
party to act as an agent of the Court is the most effective and
efficient manner.

Ron A. Jacobs, President of BSI reports that in this retention,
BSI will:

     a) relieve the Clerk's Office of all noticing requirements
        in these cases, including mailing first day orders, a
        commencement of case notice, 341 notice, bar date notice
        and proof of claim form to all creditors, interest
        holders, and other required parties, undertaking the
        placement of notice advertisements, completing notice
        mailings to groups of claimants, and forwarding notices
        to beneficial owners of equity securities, as required;

     b) coordinate receipt of all filed claims;

     c) maintain all proofs of filed claims;

     d) docketing all proofs of claim on a claims register which
        shall include:

          (i) the name and address of the Claimant and its agent
              (if the agent filed the claim);

         (ii) the date upon which the proof of claim was
              received by BSI;

        (iii) the claim number assigned to such proof of claim;
              and

         (iv) the dollar amount and classification asserted by
              the claimant in the proof of claim;

     e) maintain an up-to-date mailing list for entities that
        have filed proofs of claim, to be available at the
        request of parties-in-interest or the Clerk's Office;

     f) provide access to the public for examination of the
        original proofs of claim without charge during regular
        business hours;

     g) pursuant to Bankruptcy Rule 3001(e), record transfers of
        claims and provide requisite notices of such transfers;

     h) provide copies of the claims register to the Clerk's
        Office as required and update same to reflect court
        orders;

     i) make all original documents available to the Clerk's
        Office on an expedited basis, as requested; and

     j) comply with any conditions or requirements prescribed by
        the Clerk's Office.

BSI's current hourly rates are:

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

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.


L-3 COMMS: Elects Claude R. Canizares to Board of Directors
-----------------------------------------------------------
L-3 Communications (NYSE:LLL) announced that Professor Claude R.
Canizares has been elected to the L-3 Communications Board of
Directors. He succeeds John E. Montague, who has announced his
resignation to focus on his position as managing director of CSP
Associates, Inc., a leading aerospace and defense advisory firm.
Following these changes, L-3 Communications' Board of Directors
will continue to consist of eight members, of which six are
independent directors.

"Since the creation of L-3 Communications, John Montague has
been a valuable member of our board," said Frank C. Lanza,
chairman and chief executive officer of L-3 Communications. "We
wish him well in his future endeavors and thank him for his
years of hard work and contributions to our growth and
development."

Since 1974, Professor Canizares has been a faculty member of the
Massachusetts Institute of Technology. He currently serves as
the Associate Provost and Bruno Rossi Professor of Experimental
Physics, overseeing the MIT Lincoln Laboratory. In addition, he
is a principal investigator and Associate Director of NASA's
Chandra X-ray Observatory and headed the development of the High
Resolution Transmission Grating Spectrometer for this major
space observatory.

Professor Canizares is a member of the National Academy of
Sciences, the International Academy of Astronautics and a fellow
of the American Physical Society and the American Association
for the Advancement of Science. He is also a member of the Board
of Trustees of the Associated Universities Inc., the Board on
Physics and Astronomy of the National Research Council and the
Air Force Scientific Advisory Board. Professor Canizares has
served on the NASA Advisory Council, and was Chair of the Space
Studies Board of the National Research Council and NASA's Space
Science Advisory Committee.

"We welcome Professor Canizares to the L-3 Communications
Board," said Mr. Lanza. "As L-3 expands its reach into new
technologies, Professor Canizares' deep scientific background
and insights will make him a strong addition to our team. We
look forward to benefiting from his expertise and experience in
the future."

Professor Canizares received his BA, MA and Ph.D. in physics
from Harvard University. He has authored or co-authored more
than 170 scientific papers. He came to MIT as a postdoctoral
fellow in 1971 and joined the faculty in 1974, progressing to
professor of physics in 1984.

Headquartered in New York City, L-3 Communications is a leading
merchant supplier of Intelligence, Surveillance and
Reconnaissance (ISR) systems and products, secure communications
systems and products, avionics and ocean products, training
devices and services, microwave components and telemetry,
instrumentation, space and navigation products. Its customers
include the Department of Defense, Department of Homeland
Security, selected U.S. Government intelligence agencies,
aerospace prime contractors and commercial telecommunications
and wireless customers.

To learn more about L-3 Communications, please visit the
company's Web site at http://www.L-3Com.com

As reported in Troubled Company Reporter's May 16, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
L-3 Communication Corp.'s proposed $300 million senior
subordinated notes due 2013. The notes are to be sold under SEC
rule 144A with registration rights. The net proceeds from the
notes will be used to redeem the firm's outstanding $180 million
8.5% senior subordinated notes due 2008 and for general
corporate purposes. At the same time, Standard & Poor's affirmed
its 'BB+' corporate credit rating on L-3. The outlook is stable.

"Ratings on New York, New York-based L-3 reflect a slightly
below average business profile and an active acquisition
program, but credit quality benefits from an increasingly
diverse program base and efficient operations," said Standard &
Poor's credit analyst Christopher DeNicolo. Acquisitions are an
important part of the company's growth strategy, and the balance
sheet has periodically become highly leveraged because of
debt-financed transactions. However, management has a good
record of restoring financial flexibility by issuing equity.


LEAP WIRELESS: Court OKs Proposed Interim Compensation Protocol
---------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates
obtained the Court's approval to establish procedures for the
compensation and reimbursement of court-approved professionals
on a monthly basis, on terms comparable to the procedures
adopted in other large Chapter 11 cases.  The Procedures will
streamline the professional compensation process and enable the
Court and all other parties to monitor the professional fees
incurred in these Chapter 11 cases more effectively.

The Professionals will be permitted to seek interim payment of
compensation and reimbursement of expenses in accordance with
these procedures:

  A. No earlier than the 20th day of each calendar month, each
     Professional seeking interim compensation will file a
     notice, pursuant to Section 331 of the Bankruptcy Code, for
     interim approval and allowance of compensation for services    
     rendered and reimbursement of expenses incurred during the
     immediately preceding month and serve a copy of the Monthly
     Fee Notice and copies of the invoices for which fees and
     expenses are requested on:

       (i) counsel to the Debtors, Latham & Watkins LLP, 633
           West Fifth Street, Suite 4000, Los Angeles, CA 90071,
           Attn: Robert A. Klyman, Esq.;

      (ii) counsel to any statutorily appointed committees in
           these cases;

     (iii) counsel to the Informal Vendor Debt Committee,
           Andrews & Kurth L.L.P., 805 Third Avenue, New York,
           NY 10022, Attn: Paul N. Silverstein, Esq.; and

      (iv) the United States Trustee, Office of the United
           States Trustee, 402 West Broadway, Suite 600, San
           Diego, CA 92101.

  B. Each Monthly Fee Notice will comply with the Bankruptcy
     Code, the Federal Rules of Bankruptcy Procedure, applicable
     Ninth Circuit law and the Local Rules of the United States
     Bankruptcy Court for the Southern District of California,
     except as otherwise expressly waived by the Court.  Each
     Notice Party will have 10 days after service of a Monthly
     Fee Notice to file with the Court and serve on any affected
     Professional and the Notice Parties a written objection to
     the Monthly Fee Notice for the Professional.  Fee Notice
     Objections must be filed with the Court and received by the
     affected Professional and the Notice Parties on or before
     the Objection Deadline.  Any Fee Notice Objection will
     state the fees and expenses to which the objection is being
     made and the basis for the objection.  Neither the United
     States Trustee nor any party-in-interest will be barred
     from raising objections to any charge or expense in any
     professional fee application filed with the Court on the
     ground that no objection was raised with respect to any
     invoice accompanying a Monthly Fee Notice.  If, after the
     expiration of the Objection Deadline, no Fee Notice
     Objections have been served on the Notice Parties and the
     Professional, the Debtors will be authorized to pay the
     Professional 80% of the fees and 100% of the expenses
     requested in the Monthly Fee Notice.  If a Fee Notice
     Objection is served in accordance with these provisions,
     the affected Professional may file with the Court, and
     serve by facsimile, messenger or overnight delivery on the
     Notice Parties, a certificate of undisputed fees and
     expenses, setting forth the difference between the amount    
     of fees and expenses requested in its Monthly Fee Notice
     and the amounts disputed in the Fee Notice Objection, and
     the Debtors will be authorized to pay the Professional 80%
     of the fees and 100% of the expenses of the Undisputed
     Amounts, unless any Notice Party files with the Court and
     serves a written objection to the Certificate of Undisputed
     Amounts on the Debtors and the Professional within two
     business days after service of this certificate.  The 20%
     holdback of fees may include any fees to which a Fee Notice
     Objection has been filed.

  C. A Notice Party filing a Fee Notice Objection and the
     affected Professional may consensually resolve the
     objection and file with the Court and serve on the Notice
     Parties a Notice of Resolution of Objection, which will
     state, with specificity, the resolution of the objection
     and any additional Undisputed Amounts determined by the
     parties.  The Debtors will then be immediately authorized
     to pay the affected Professional 80% of the fees and 100%
     of the expenses included in the Additional Undisputed
     Amounts.  If the parties are unable to reach a full
     resolution of the objection within 20 days after service of
     the Fee Notice Objection, the affected Professional may at
     any time thereafter either:

      (i) file with the Court copies of the Monthly Fee Notice
          and the Fee Notice Objection and request a hearing on
          the Fee Notice Objection; or

     (ii) forego payment of the difference between the Monthly
          Fee Notice Amount and the combined Undisputed Amounts
          and Additional Undisputed Amounts until the next
          interim or final fee application hearing, at which
          time the Court will consider and dispose of the Fee
          Notice Objection if requested by the parties.

  D. Beginning with the three-month period ending July 14, 2003,
     and thereafter at 120-day intervals or at any other
     intervals convenient to the Court, each of the
     Professionals must file with the Court and serve on the
     Notice Parties an application for interim Court approval
     and allowance of the compensation and reimbursement of
     expenses sought in the Monthly Fee Notices filed during the
     period.  The Interim Fee Application must include a summary
     of the Monthly Fee Notices that are the subject of the
     request and any other information requested by the Court or
     required by the local rules.  Each Professional must file
     their Interim Fee Application within 45 days after the end
     of the Interim Fee Period for which the request seeks
     allowance of fees and reimbursement of expenses.  Each
     Professional must file its first Interim Fee Application on
     or before August 28, 2003, and the first Interim Fee
     Application should cover the Interim Fee Period from the
     Petition Date through and including July 14, 2003.  Any
     Professional that fails to file an Interim Fee Application
     when due will be ineligible to receive further interim
     payments of fees or expenses pursuant to the Compensation
     Procedures until the Professional submits the Interim Fee
     Application.

  E. The Debtors will request that the Court schedule a hearing
     on the Interim Fee Applications at least once every six
     months, or at any other intervals as the Court deems
     appropriate.  To the extent the Court approves a
     Professional's Interim Fee Application, the Debtors are
     authorized to pay the Professional 100% of the fees not
     previously paid to the Professional pursuant to the
     Professional's Monthly Fee Notice for the relevant Interim
     Fee Period.

  F. The pendency of an objection to payment of compensation or
     reimbursement of expenses will not disqualify a
     Professional from the future payment of compensation or
     reimbursement of expenses under the Compensation
     Procedures.

  G. Neither the payment of or the failure to pay, in whole or
     in part, monthly interim compensation and reimbursement of
     expenses under the Compensation Procedures nor the filing
     of or failure to file an objection will bind any party-in-
     interest or the Court with respect to the final allowance
     of applications for compensation and reimbursement of
     expenses of professionals.  All fees and expenses paid to
     Professionals under the Compensation Procedures are subject
     to disgorgement until final allowance by the Court.

Each member of any statutorily appointed creditors' committee be
permitted to submit statements of expenses and supporting
vouchers to counsel to the creditors' committee, which will
collect and submit the committee members' requests for
reimbursement in accordance with the Compensation Procedures.  
The Court limits the notice of any hearing on Interim Fee
Applications and Final Fee Applications to the Notice Parties
and all parties that have filed a notice of appearance with the
Clerk of this Court and requested the special notice.  The
Notice Parties will be entitled to receive Interim Fee
Applications and Hearing Notices and all other notice parties be
entitled to receive only the Hearing Notices. (Leap Wireless
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LOOMIS SAYLES: S&P Cuts Low-B Ratings on Class B1, B2, & C Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1, B-2, and C notes issued by Loomis Sayles CBO II Ltd.,
an investment-grade arbitrage CBO transaction managed by Loomis
Sayles & Co L.P., and removed them from CreditWatch negative
where they were placed April 2, 2003. At the same time, the
ratings on the class A-1 and A-2 notes are affirmed based on the
sufficient level of credit enhancement available to support
them.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction closed in October 2001. These factors
include continuing par erosion of the collateral pool securing
the rated notes and a decline in the credit quality of the
performing assets in the collateral pool.

The deal is carrying $6 million of the defaults currently in its
collateral pool. Standard & Poor's noted that as a result of
asset defaults, the overcollateralization ratios for the
transaction have suffered. As of the most recent available
monthly trustee report (April 1, 2003), the class A
overcollateralization ratio was at 137.1%, compared to a ratio
of 147.3% at the time of closing; the class B
overcollateralization ratio was at 112.2%, compared to a ratio
of 120.5% at the time of closing; and the class C
overcollateralization ratio was at 107.4 %, compared to 115.3%
at closing.

Standard & Poor's noted that, according to the April trustee
report, the transaction was failing its Trading Model test, a
measure of the overall credit quality in the portfolio and its
ability to support the ratings initially assigned to the
liability tranches issued by the CDO.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction, and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was then compared to the
projected default performance of the current collateral pool,
Standard & Poor's found that the projected performance of the
class B and C notes, given the current quality of the collateral
pool, was not consistent with the prior ratings. Consequently,
Standard & Poor's has lowered its ratings on these notes to
their new levels. Standard & Poor's will continue to monitor the
performance of the transaction to ensure that the ratings
assigned to the rated classes continue to reflect the credit
enhancement available to support the notes.
   
         RATINGS LOWERED AND REMOVED FROM CREDITWATCH
   
                Loomis Sayles CBO II Ltd.
   
                     Rating                   Current
     Class    To          From             Balance (mil. $)
     B-1      BB+         BBB/Watch Neg               40.0
     B-2      BB+         BBB/Watch Neg                5.0
     C        B+          BB/Watch Neg                11.0
   
                    RATINGS AFFIRMED
   
                Loomis Sayles CBO II Ltd.
   
                           Current
        Class   Rating     Balance (mil. $)
        A-1     AAA                 180.00
        A-2     AA                   22.00


MAGELLAN HEALTH: Wants Approval for Deutsche Bank Exit Financing
----------------------------------------------------------------
Magellan Health Services, Inc. and its debtor-affiliates ask
Judge Beatty for authority to enter into a letter agreement with
Deutsche Bank Securities Inc.  Deutsche Bank has indicated an
interest in providing exit financing and has requested a
$125,000 work fee plus, reimbursement of reasonable out-of-
pocket expenses, and indemnification.  The Debtors want to move
the Exit Financing ball forward.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, reports that prior to the Petition Date, the Debtors
engaged in negotiations with certain of their creditor
constituencies regarding the terms of an overall financial
restructuring to be implemented pursuant to a reorganization
under Chapter 11 of the Bankruptcy Code.  These negotiations led
to the Debtors agreeing on the restructuring terms set forth in
the plan of reorganization that was filed on the Petition Date.
In connection with the filing of the plan of reorganization,
holders of 52% of Magellan's 9-3/8% senior notes due 2007 and
35% of Magellan's 9% senior subordinated notes due 2008, as well
as lenders holding 47% of the Debtors' senior secured bank debt,
executed lock-up and voting agreements pursuant to which they
agreed to support the plan.

Thereafter, Mr. Karotkin reminds the Court that on March 26,
2003, the Debtors filed an amended joint plan of reorganization
and a disclosure statement related thereto.  In its current
form, the Plan provides, inter alia, for the senior lenders who
are parties to that certain Credit Agreement, dated as of
February 12, 1998, with debtors Magellan, Charter Behavioral
Health System of New Mexico, Inc. and Merit Behavioral Care
Corporation, will receive, in full satisfaction of their secured
claims against the Debtors, new obligations of the Debtors under
a new senior secured credit agreement consisting of a New
Rollover Facility, a New Tranche B Facility and a New Tranche C
Facility.  It is anticipated that the Debtors' obligations under
the New Senior Secured Credit Agreement would mature on
November 30, 2005.

The holders of 47.5% of the indebtedness under the Senior
Secured Credit Agreement repeatedly have asserted that they do
not intend to support the Plan in its current form.  The
Disclosure Statement expressly states and the Debtors firmly
believe that the Plan is confirmable nonetheless under section
1129(b) of the Bankruptcy Code.

Although the Debtors consider the terms of the New Secured
Credit Agreement fair and reasonable and believe that they can
successfully reorganize by entering into the New Senior Secured
Credit Agreement, they, nevertheless, have continued to explore
the possibility of obtaining secured exit financing that would
effectively replace the New Senior Secured Credit Agreement
under terms that are even more favorable.  In connection
therewith, Mr. Karotkin relates that the Debtors engaged in
various discussions and negotiations with certain financial
institutions regarding their expected financing needs after the
effective date of the Plan.  The Debtors determined that, in
order to reorganize without entering into the New Senior Secured
Credit Agreement, they would require financing in the form of a
secured working capital facility totaling $230,000,000 that
could be utilized to refinance the outstanding balance under the
Senior Secured Credit Agreement, fund certain costs and expenses
directly associated with emerging from Chapter 11, support
letters of credit and provide for general working capital
requirements and general corporate purposes.

In furtherance, Mr. Karotkin states that the Debtors have been
involved in negotiations with Deutsche Bank with respect to
proposed exit financing that would provide them with the
financing necessary to refinance their obligations under the
Senior Secured Credit Facility on terms more favorable than the
New Senior Secured Credit Facility proposed in the Plan.  In
this regard, and in order to move toward obtaining a firm
financing commitment, the Debtors and Deutsche Bank have entered
into a letter agreement, providing for the payment of certain
fees and the indemnification of Deutsche Bank, as well as
outlining indicative terms of a proposed financing, subject to
further due diligence on the part of Deutsche Bank and other
conditions.

The salient terms of the proposed exit financing outlined in the
Letter Agreement are:

    A. Facility:

       1. $50,000,000 revolver;

       2. $100,000,000 term loan; and

       3. $80,000,000 pre-funded letter of credit facility.

    B. Term: The facility will mature on the latter of:

       1. the fourth anniversary of the closing date; and

       2. six months prior to the maturity of the New Senior
          Notes due November 2007.

    C. Amortization: The revolver Facility has a bullet at final
       maturity; Term loan is payable:

       1. 2003 - $0;

       2. 2004 - $15,000,000;

       3. 2005 - $22,500,000;

       4. 2006 - $25,000,000;

       5. 2007 - $37,500,000;

       Pre-funded letter of credit facility has a bullet at
       final maturity.

    D. Interest Rates/Fees:

       1. the revolver Facility at LIBOR plus 3.75% - 4.25%;

       2. the term loan facility at LIBOR plus 3.75% - 4.25%;

       3. Facility fee of 2.50% of the total facility;

       4. Commitment fee on the daily unused balance under the
          revolver Facility equal to 50 basis points per annum
          if usage is greater than 50% and 75 basis points if
          usage is less than 50%;

       5. Letter of credit fees of:

          a. 3.75%-4.25% for outstanding; plus

          b. 0.25% p.a. to the issuing bank on the issued
             letters of credit payable monthly;

          c. Agent fee of $125,000 p.a. payable annually.

    E. Collateral: First priority lien on substantially all
       assets of the Debtors and a pledge of the stock of all
       subsidiaries.

    F. Guarantees: All borrowings and letter of credit
       obligations to be guaranteed by all existing and future
       holding companies and domestic subsidiaries of Magellan.

    G. Uses:

       1. to refinance the outstanding balance under the Senior
          Secured Credit Facility;

       2. to pay administrative expenses under the Plan;

       3. to support letters of credit; and

       4. to provide general working capital.

    H. Conditions: There are a number of conditions to the
       issuance of a commitment and closing including
       confirmation of a reorganization plan that is acceptable
       to Deutsche Bank:

       1. acceptable documentation and legal structure;

       2. perfected, first priority security interest;

       3. lack of material adverse change;

       4. minimum credit rating and satisfactory completion of
          due diligence.

Mr. Karotkin informs the Court that the Letter Agreement and any
financing commitment which may be issued are conditioned on
further investigation and due diligence by Deutsche Bank.  As is
customary in these circumstances, the Letter Agreement provides
for the Debtors:

       1. to pay to Deutsche Bank a non-refundable work fee
          amounting to $125,000 at this time;

       2. in the event that Deutsche Bank delivers a binding
          commitment letter to Magellan on substantially the
          same terms as set forth in the Letter Agreement, to
          reimburse Deutsche Bank for all reasonable out-of-
          pocket expenses incurred, whether before the date of
          the Letter Agreement or after, in connection with its
          due diligence and other analysis, review, negotiation,
          or documentation related to finalizing a financing
          proposal and issuing a firm commitment to the Debtors;
          and

       3. to indemnify Deutsche Bank against all claims,
          damages, losses, liabilities and expenses arising out
          of or in connection with the transactions contemplated
          by the Letter Agreement except to the extent that any
          loss, claim, damage, liability or expense is finally
          judicially determined to have resulted from the
          indemnified person's gross negligence or willful
          misconduct.  In addition, if a financing arrangement
          with Deutsche Bank is consummated, the Work Fee will
          be credited to financing fees due at closing.

Mr. Karotkin contends that an essential element and prerequisite
to the Debtors' emergence from Chapter 11 is the restructuring
or refinancing of the Debtors' existing obligations under the
Senior Secured Credit Agreement.  Although the Debtors are
clearly of the view that the treatment provided in the Plan for
the obligations satisfies all of the requirements for
confirmation and the Plan is feasible, the proposed exit
financing outlined in the Letter Agreement is economically more
favorable and worthy of further pursuit.

The Debtors have engaged in extensive discussions and
negotiations with respect to an exit facility proposal and have
determined that the proposal embodied in the Letter Agreement is
the most favorable.  Not only will the facility outlined in the
Letter Agreement provide the Debtors with better overall terms
than those provided in the Plan with respect to the New Senior
Secured Credit Agreement, but the proposed exit facility also
will provide the Debtors with financing for a longer period of
time.

As is customary in letters like the Letter Agreement, Mr.
Karotkin states that the proposed lender is seeking a Work Fee,
the reimbursement of its expenses and indemnification in
connection with its due diligence effort.  If a transaction is
consummated with Deutsche Bank, the Work Fee will be credited
toward financing fees.  In the event the Debtors decide not to
pursue the proposed financing, the Work Fee will serve to
compensate Deutsche Bank for its time and resources.  Moreover,
the Debtors are only obligated to reimburse Deutsche Bank's
expenses if Deutsche Bank delivers a binding commitment letter
to the Debtors on substantially the same terms as set forth in
the Letter Agreement.

In addition, it is typical for a prospective lender to receive
the type of indemnification provided for in the Letter Agreement
in connection with its performance of due diligence.  Under
these circumstances, the Debtors believe that payment of the
$125,000 Work Fee at this time, the reimbursement of reasonable
out-of-pocket expenses if a binding commitment is delivered and
the indemnification provision, are entirely reasonable and
appropriate and will inure to the benefit of all parties in
interest. (Magellan Bankruptcy News, Issue No. 8: Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


MISSISSIPPI CHEM.: Moody's Further Junks Senior Debt Ratings  
------------------------------------------------------------
Moody's Investors Service's rating on Mississippi Chemical
Corporation's senior unsecured notes took a downward slide after
the company filed for Chapter 11 protection and missed its
May 15, 2003, interest payment under the said notes. Outlook is
stable.  

                    Downgraded Ratings:

* to C from Caa2, Senior unsecured notes, $200 million due 2017

* to Ca from B3, Senior Implied

* to C from Caa2, Issuer Rating

The lowered ratings also mirror the company's problems on high
leverage, continuing losses and adverse market conditions.

Mississippi Chemical Corporation, a producer of nitrogen
fertilizer products and seller of phosphates and potash, is
primarily based in Yazoo City, Mississippi.


MOLECULAR DIAGNOSTICS: Temporarily Trading on Pink Sheets
---------------------------------------------------------
Molecular Diagnostics, Inc. announced that due to a technicality
with the Over the Counter Bulletin Board Exchange and the status
of its audit, its shares will temporarily trade on the pink
sheets under the symbol MCDG.

According to Peter Gombrich, Chairman and CEO of MDI, "Despite
repeated discussions with officials at the Over the Counter
Exchange, the Exchange made this change without forewarning.
While we believe this was an inappropriate action on the part of
the Exchange based on our continued dialogue with them, our SEC
counsel, working with the NASDAQ, is now focused on our
immediate re-listing based on the completion of the audit."

The symbol is expected to return to its original 'MCDG' on the
OTCBB upon completion of the company's 2002 year-end audit,
which is both underway and being expedited with the expectation
of being completed in the next several weeks.

"In my opinion the Company is making significant progress in its
restructuring, the InPath technology is real and the product is
promising," said John Abeles, M.D., Board Member of MDI. He
added, "The Company's strategic discussions are exciting and
some contracts are in place, and the Company is moving forward
with confidence in its plan. The Board not only looks forward to
our relisting on the OTCBB as soon as practicable, but in
addition we plan to apply for a National listing by year end as
well."

In a separate statement, Peter Gombrich indicated his continued
confidence in the Company's future by stating, "Our progress is
such that I, along with other current shareholders continue to
buy stock in the open market today at current prices."

Molecular Diagnostics develops cost-effective cancer screening
systems, which can be utilized in a laboratory or at the point-
of-care, to assist in the early detection of cervical,
gastrointestinal, and other cancers. The InPath(TM) System is
being developed to provide medical practitioners with a highly
accurate, low-cost, cervical cancer screening system that can be
integrated into existing medical models or at the point-of-care.
Other products include SAMBA(TM) Telemedicine software used for
medical image processing, database and multimedia case
management, telepathology and teleradiology. Molecular
Diagnostics also makes certain aspects of its technology
available to third parties for development of their own
screening systems.

As reported in Troubled Company Reporter's April 10, 2003
edition, Molecular Diagnostics, Inc., signed an agreement with
Greenwood Village, Colorado based Bathgate Capital Partners LLC
to provide a broad range of financial and investment banking
services. MDI has worked with BCP previously on a project-to-
project basis, and based on that success, as well as BCP's
experience in the in vitro diagnostics industry, has opted to
solidify the relationship for the long term.

Molecular Diagnostics' September 30, 2002 balance sheet shows a
working capital deficit of about $12 million, and a total
shareholders' equity deficit of about $4 million.


NATIONAL CENTURY: Asking Court to Clear Jackson Allocation Pact
---------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates ask the Court to:

  (1) approve an Omnibus Litigation Control and Proceeds
      Allocation Agreement between the Debtors, on the one hand,
      and Richard L. Jackson, Surgical Information Systems, LLC
      formerly known as SIS Acquisition, LLC and LocumTenens.com
      formerly known as LocumTenens Acquisition, LLC -- the
      Jackson Parties -- on the other hand, and acknowledged and
      agreed to by Howrey Simon Arnold & White, LLP;

  (2) authorize the payment of certain amounts to Howrey; and

  (3) authorize the Debtors to implement the Settlement
      Agreement.

Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that prior to the Petition Date, the
Debtors provided financing to the Jackson Parties and certain of
their affiliates, including Allegiant Physicians Group, Inc.
pursuant to certain sales and subservicing agreements under the
NPF XII, Inc. accounts receivables financing program.

Allegiant emerged from its Chapter 11 bankruptcy in December
1999.  As part of Allegiant's reorganization plan and in
settlement of claims against Allegiant arising under the Sale
Agreements, Debtor NPF X received notes of approximately
$13,500,000, and Debtor NPF Capital received a share of any
recovery in the litigation to which Allegiant is a party.  

NPF Capital agreed to fund the fees and costs of the Allegiant
Litigation.  In connection with the Allegiant Plan, SIS and LT
also executed certain secured promissory notes.  SIS and LT also
guaranteed payment of the NPF X Notes, and Mr. Jackson provided
a personal guaranty of the NPF X Notes.

According to Mr. Oellermann, the Allegiant Litigation involves a
claim by a group of related medical providers, including
Allegiant, and their practice management firm that workers'
compensation insurers in California conspired to drive out of
business through a systematic scheme during the early 1990's, to
deny improperly workers' compensation reimbursement claims.  
This litigation is currently pending in a California state
court.

There were numerous defendants, all but three of whom have
settled.  The total settlements to date have yielded
approximately $5,500,000.  Howrey represents the plaintiffs in
the Allegiant Litigation.

Howrey has indicated that the overall value of the claims in the
litigation could be substantially higher than the value of the
prior settlements with the other defendants because of the
nature of the claims and the potential remedy for those claims.  
The court originally set the Allegiant Litigation for trial
commencing in March 2003.  The Court has postponed the trial
date, and a new trial is expected to be scheduled in
August 2003.

Mr. Oellermann further tells the Court that under the Prior
Litigation Agreements, NPF Capital was obligated to fund the
prosecution of the litigation, and the Debtors had certain other
obligations.  These obligations are substantially diminished
under the Settlement Agreement, resulting in lower claims
against the Debtors' estates arising from the costs of
prosecuting the Allegiant Litigation.

The principal terms of the Settlement Agreement are:

A. Settlement Amount

    SIS and LT have agreed to pay to NPF XII the full amount
    SIS and LT owe under the Sale Agreements, which is
    $4,305,961. In addition, SIS and LT will pay NPF X
    $1,532,277 pursuant to the SIS and LT Notes.  SIS and LT
    will also pay interest, at a rate of $1,297 per day, from
    February 1, 2003 through the Effective Date.  The Debtors
    will account for and turn over to SIS or LT any other funds
    received after January 31, 2003 under the Sale Agreements.

B. Funding of Allegiant Litigation

    SIS and Jackson will pay all the attorneys' fees and
    expenses related to the Allegiant Litigation incurred after
    the Effective Date.  SIS and Jackson will also indemnify the
    Debtors for any obligations to pay or expenses to reimburse
    in the Allegiant Litigation after the Effective Date.  Mr.
    Jackson's personal cumulative obligation for funding the
    Allegiant Litigation is limited to $500,000, the amount of
    his personal guaranty of the SIS and LT Notes.

C. Modification of the Prior Litigation Agreements

    In return for the funding of the Allegiant Litigation going
    forward, the Debtors will:

    (1) assign to SIS and Jackson, as of the Effective Date, all
        of their rights to control, or make decisions with
        respect to, the Allegiant Litigation which arise under
        the Prior Litigation Agreements, except as otherwise
        expressly provided for therein; and

    (2) assign to SIS and Jackson, as of the Effective Date,
        50% of the proceeds to which the Debtors would otherwise
        be entitled under Section 11(f) of the February 17, 2001
        Litigation Agreement.  In the event that the recovery
        from the Allegiant Litigation is not sufficient to
        reimburse SIS and Jackson and the Debtors for all of the
        fees and expenses incurred in the Allegiant Litigation,
        then reimbursement will be based on the date the
        expenses were incurred on a first in, first out basis.

    No settlement of the Allegiant Litigation may be entered
    without the express, written and prior consent of the
    Debtors for an amount that would not result in a
    distribution to the Debtors that exceeds (i) the total
    outstanding aggregate balance -- principal and interest -
    on all three of the Allegiant Notes, plus (ii) reimbursement
    of the litigation expenses asserted against the Debtors.

D. Mutual Releases

    The Settlement Agreement provides for an exchange of
    mutual releases by the Debtors and the Jackson Release
    Parties, which include the Jackson Parties, Surgical
    Information Systems, Inc. formerly known as Quest Staffing
    Solutions, Inc., Surgical Information Services Holdings LLC,
    LocumTenens.com, Inc. and Locumtenens Holdings, LLC.  The
    releases include the obligations under the Sale Agreements,
    the Allegiant Notes and the SIS and LT Notes and any
    guaranties of payment of the NPF X Notes.  The releases do
    not include any matters related to Anesthesia Solutions,
    Inc.

E. Termination of Bank Agreements

    The Debtors and the Jackson Parties 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 Jackson Parties'
        lockbox accounts on or before January 31, 2003 to the
        Bank One collection account and remit the $64,532
        currently in the Lockbox Accounts to the Bank One
        collection account; and

    (3) remit all post-January 31, 2003 received funds subject
        to the lockbox agreements to the credit and direction of
        the Jackson Parties.

F. Dismissal of Actions

    Immediately upon payment of the Settlement Amount, the
    Debtors or the Jackson Parties will file stipulations of
    dismissal, with prejudice, dismissing any and all claims
    brought against SIS, LT and Quest Staffing Solutions, Inc.
    in the adversary proceeding pending against, among other
    parties, the Dismissal Parties, Adv. Proc. No. 02-02526 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, including any cross-claims or third party
    claims.  The Debtors will provide confirmation of the filing
    of the Stipulations.

G. Howrey's Undertakings

    Howrey agrees that it will prosecute the Allegiant
    Litigation to conclusion in reliance on the Jackson and SIS
    undertakings, and that it will not seek payment from the
    Debtors for fees or expenses incurred after the Effective
    Date.  The Settlement Agreement does not affect Howrey's
    claim or right to payment and the Debtors' defenses to any
    asserted claim for fees or expenses allegedly arising
    before the Effective Date.

Mr. Oellermann affirms that the Settlement Agreement provides
for a transition of responsibility for funding the Allegiant
Litigation to the Jackson Parties, thus eliminating this
substantial funding obligation going forward.  The Settlement
Agreement also keeps open the possibility of further recovery on
the NPF X Notes through the continued prosecution of the
Allegiant Litigation.  Furthermore, the Settlement Agreement
preserves 50% of the Debtors' interest in a further recovery in
the Allegiant Litigation, above and beyond the amounts that
would repay the NPF X Notes.  

In contrast, if the settlement is not consummated, SIS and LT
will be unable to transition to replacement financing.  The
amount that NPF XII will realize under the Sale Agreements may
be diminished as a result.  If that were to occur, Mr.
Oellermann points out, the Debtors would be required to incur
additional costs to collect the outstanding obligations under
the Sale Agreements.  (National Century Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NOBEL LEARNING: Senior Lenders Agree to Waive Previous Defaults
---------------------------------------------------------------
Nobel Learning Communities, Inc. (Nasdaq: NLCI), a for-profit
provider of education and school management services for the
pre-elementary through 12th grade market, announced that Fleet
Bank (in its capacity as Agent for the Company's senior lenders)
and the Company have agreed to terms under which all prior
defaults with the Company's senior lenders will be waived and
all financial covenants will be reset to the Company's current
projections (which take into account the effects of the current
economic slow-down).  The loan amendment is subject to final
documentation.

Jack Clegg, Chairman/CEO, said that the current improved
performance of the Company's operations; the impending
documentation of a material equity infusion; and the success of
the activity of the Company's Managed Asset Division in
disposing of non-performing schools; all have increased
confidence levels in the Company as a whole.  Clegg noted that
the materially improved financial performance of the Company's
operations continued through April.

Nobel Learning Communities, Inc. operates 178 schools in 15
states consisting of private schools and charter schools; pre-
elementary, elementary, middle, specialty high schools and
schools for learning challenged children clustered within
established regional learning communities.


NOBLE CHINA: Delays Filing of Year-End Financial Statements
-----------------------------------------------------------
Noble China Inc. announced that the audit of its year-end
financial statements has been delayed pending the auditor's
review of certain accounting treatment issues related to the
previously announced proposed reorganization. As a consequence,
Noble China's first quarter financial statements will also
likely be delayed. In the meantime, the Ontario Securities
Commission has issued a cease trade order pending filing of the
audited financial statements. The other Canadian securities
regulators will likely also issue cease trade orders.

Noble China also announced that it has entered into a loan
facility with Mega Gain Investment Co. Ltd., which holds
approximately 19.6% of the common shares of Noble China. The
advances from Mega Gain will be subject to an interest rate of
6% per annum, calculated and payable monthly and shall be
secured over all of Noble China's present and after-acquired
assets, property and undertakings pursuant to a general security
agreement. The advances will be limited to the minimum necessary
to pay for short term operating expenses and for the cost of
reorganizing Noble China's debt and equity.


NOVA CHEMICALS: Outlook Positive for BB+-Rated $200MM Sr. Notes
---------------------------------------------------------------  
Standard & Poor's Rating Services assigned its 'BB+' rating to
NOVA Chemicals Corp.'s proposed US$200 million senior unsecured
notes due 2011. At the same time, its 'BB+' long-term corporate
credit rating on the company was affirmed.

The outlook is positive.

"Standard & Poor's ratings on NOVA reflect the firm's average
business profile as a leading North American petrochemical
producer with an improving liquidity profile, offset by subpar
credit measures reflecting volatile industry conditions," said
Standard & Poor's credit analyst Kenton Freitag.

Calgary, Alberta-based NOVA recently announced that it would be
selling its 37% stake in Methanex Corp. for proceeds of about
US$460 million. In April, the company also renegotiated its bank
facility, extending its term to three years and significantly
relaxing financial covenants. NOVA also has announced its
intention to issue debt in capital markets to refinance a
possible put on a US$150 million bond issue. These measures, and
the possibility of further asset sales, are expected to greatly
increase the company's cash position, relieve previous concerns
related to near-term debt maturities, and improve availability
under its committed credit lines.

NOVA, which generated revenues of US$3.1 billion in fiscal 2002,
has positions in two petrochemical product categories:
ethylene/polyethylene and styrenics. Both businesses are
cyclical and near-term prospects remain uncertain due to
lingering economic weakness and recent raw material price
volatility. Nevertheless, recent efforts to raise prices and to
quickly pass on the increased costs to customers have been
fairly successful. Moreover, these businesses are expected to
benefit from a medium-term industry recovery, as moderating
supply additions and a gradual economic recovery can be expected
to drive margin improvement.

As of March 31, 2003, NOVA had total debt of US$1.7 billion,
which included US$270 million of capitalized operating leases
and US$163 million of securitized receivables. Total debt to
capital stood at 51% (68% if preferred securities are treated as
debt). The 12-month rolling EBITDA coverage of interest and
preferred dividends is about 2.3x. Although these ratios
highlight the necessity to improve the financial profile,
management initiatives to generate cash from noncore asset
sales, and better business prospects are expected to accelerate
efforts to restore the financial profile in the next couple of
years. Pro forma for the sale of NOVA's stake in Methanex, the
key ratio of funds from operations to adjusted debt (net of
cash), would be about 20% compared with the 25% level considered
appropriate at the current ratings.

The positive outlook highlights the increased possibility of a
modest upgrade in the next several years, given NOVA's improved
liquidity, reduced debt maturities, and the expectation of a
recovery in key business lines that should support further
improvement to the financial profile.


NRG ENERGY: Bringing-In Kirland & Ellis as Chapter 11 Counsel
-------------------------------------------------------------
NRG Energy, Inc., and its debtor-affiliates seek the Court's
authority to employ Kirkland & Ellis as their counsel in
connection with the commencement and prosecution of their
Chapter 11 cases and all related matters pursuant to Sections
327(a) and 328(a) of the Bankruptcy Code and Rule 2014(a) of the
Federal Rules of Bankruptcy Procedure.

Scott J. Davido, Esq., NRG Energy, Inc.'s Senior Vice President
and General Counsel, tells the Court that Kirkland has extensive
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations under Chapter 11 of the
Bankruptcy Code; and extensive expertise, experience and
knowledge practicing before Bankruptcy Courts.  In addition,
Kirkland had represented the Debtors before the Petition Date,
which made them familiar with the Debtors' businesses and
affairs and many of the potential legal issues that may arise in
the context of these Chapter 11 cases.

As counsel, Kirkland will:

    (a) advise the Debtors with respect to their powers and
        duties as debtors in possession in the continued
        management and operation of their businesses and
        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
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors and representing the Debtors' interests in
        negotiations concerning all litigation in which all the
        Debtors are involved, including, but not limited to,
        objections to claims filed against the estates;

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

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

    (f) represent the Debtors in connection with obtaining
        postpetition loans;

    (g) advise the Debtors in connection with any potential sale
        of assets;

    (h) appear before this Court, any appellate courts and the
        United States Trustee and protect the interests of the
        Debtors' estates before those courts and the United
        States Trustee;

    (i) consult with the Debtors regarding tax matters, and

    (j) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with the Chapter 11 cases.

In exchange for the professional services, Kirkland will charge
the Debtors hourly rates consistent with the rates Kirkland
charges in bankruptcy and non-bankruptcy matters of this type.
Kirkland's hourly rates are set at a level designed to fairly
compensate the firm for the work of its attorneys and paralegals
and to cover fixed and routine overhead expenses.  Hourly rates
vary with the experience and seniority of the individuals
assigned.  The hourly rates are subject to periodic adjustments,
without further notice to the Court or any other entity, to
reflect economic and other conditions and are consistent with
the rates charged in non-bankruptcy cases.

Furthermore, it is Kirkland's policy to charge its clients in
all areas of practice for all expenses incurred in connection
with a client's case.  The expenses charged to clients include,
among other things, photocopying, witness fees, travel expenses,
including certain secretarial and other overtime expenses,
filing and recording fees, long distance telephone calls,
postage, express mail and messenger charges, computerized legal
research charges and other computer services, expenses for
"working meals" and telecopier charges.  Kirkland will charge
the Debtors for these expenses in a manner and at rates
consistent with those it generally charges its other clients.

Matthew A. Cantor, Esq., a partner at Kirkland & Ellis,
discloses that Kirkland received approximately $11,752,805 --
including the advance payment retainer -- from the Debtors'
operating funds for Kirkland's prepetition services rendered or
reasonable expenses incurred within one year prior to the
Petition Date.  In connection with its services, Kirkland
received a $1,850,000 advance payment retainer from the Debtors'
operating funds, earned upon receipt, and accordingly, not
placed in a segregated account, to be utilized for Kirkland's
services and expenses to be rendered or incurred for or on the
Debtors' behalf.  The Debtors have agreed that any portion of
the advance payment retainer not used to compensate Kirkland for
its prepetition services rendered and expenses incurred
ultimately will be used by Kirkland to apply against
postpetition bills.

Mr. Cantor assures the Court that Kirkland has not represented
the Debtors, their creditors, equity security holders, or any
other parties-in-interest, or their attorneys and accountants,
the United States Trustee or any other person employed in the
Office of the United States Trustee in any matter relating to
the Debtors or their estates.  The Debtors disclose that there
are interrelationships between and among the Debtors.  However,
these relationships reflect that the Debtors' affairs are
substantially intertwined and the Debtors' interests are
identical.

The Debtors do not believe that its relationships to each other
and to its non-debtor affiliates pose any conflict of interest
in these Chapter 11 cases because of the general unity of
interests at all levels.  Accordingly, Mr. Davido submits that
Kirkland's representation of the Debtors is permissible under
Section 327 of the Bankruptcy Code and is in the best interest
of all creditors of their estates. (NRG Energy Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NUEVO ENERGY: Makes Partial Redemption of 9-1/2% Sr. Sub. Notes
---------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced the partial redemption
of $157.2 million of the $257.2 million 9-1/2% Senior
Subordinated Notes due June 1, 2008. The Notes will be redeemed
as of June 23, 2003 at 104.75% per Note and the partial
redemption will be funded by a combination of cash on hand and
bank debt.

"The substantial free cash flow that Nuevo has generated through
disciplined capital spending, efficient operations and non-core
asset sales will enable us to redeem this high cost debt thereby
increasing net income and cash flow," commented Jim Payne,
Chairman, President and Chief Executive Officer.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
exploration and production of crude oil and natural gas. Nuevo's
domestic producing properties are located onshore and offshore
California and in West Texas. Nuevo is the largest independent
producer of oil and gas in California. The Company's
international producing property is located offshore the
Republic of Congo in West Africa. To learn more about Nuevo,
refer to the Company's internet site at
http://www.nuevoenergy.com

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings for independent oil and gas company
Nuevo Energy Co., to 'BB-' from 'BB', and removed the ratings
from CreditWatch where they were placed on September 20, 2002.
The outlook is stable.


NUEVO ENERGY: Debt Redemption Has No Effect on Fitch's Ratings
--------------------------------------------------------------
Fitch Ratings commented that the debt ratings of Nuevo Energy
will remain unchanged following Nuevo's announcement that it
will redeem a portion of the 9-1/2% senior subordinated notes
due June 1, 2008. Currently, Fitch rates Nuevo's senior
subordinated debt 'B' and its term convertible securities 'B-'.
The Rating Outlook is Stable.

Nuevo announced it will redeem $157.2 million of the $257.2
million 9-1/2% senior subordinated notes due June 1, 2008. The
notes will be redeemed as of June 23, 2003 at 104.75% per note
and the partial redemption will be funded by a combination of
cash on hand and bank debt. At March 31, 2003, Nuevo had nearly
$74 million of cash on hand and full availability of its $150
million revolving credit facility. Since quarter end, Nuevo has
added to its cash position through free cash flow and the
termination of interest rate swaps.

This transaction will reduce interest costs, contribute to
increasing free cash flow and further reduce debt, all of which
are consistent with management's stated intentions and Fitch
Rating's expectations.


ORION REFINING: US Trustee Names Official Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 3 appointed 5 members to an
Official Committee of Unsecured Creditors in Orion Refining
Corporation's Chapter 11 case:

       1. The Bank of New York, as Trustee
          Attn: Gerard F. Facendola, Vice President
          101 Barclay Street, 8W, New York, NY 10286
          Phone: (212) 815-5440, Fax: (212) 815-5131,
          with respect to $234.1 million Guarantee Exchange,
          only;

       2. Icahn & Co/High River Limited Partnership
          Attn: Vincent J. Intrieri
          767 Fifth Avenue, New York, NY 10153
          Phone: (212) 702-4328, Fax: (212) 750-5815;

       3. Linde BOC Process Plants LLC
          Attn: Juergen K. Fuchs, 8522 East
          61st Street, Tulsa, OK 74133
          Phone: (918) 250-8522, Fax: (918) 250-6915;

       4. Fluor Enterprises, Inc.
          Attn: Edward W. Penn, Jr.
          100 Fluor Daniel Drive
          Greenville, South Carolina 29607
          Phone; (864) 281-6846, Fax: (864) 676-7572; and

       5. Entergy Services, Inc.
          Attn: Jon A. Majewski
          P.O. Box 6008, Mail Unit L-JEF-359
          New Orleans, LA 70174-6008
          Phone: (504) 840-2585, Fax: (540) 840-2685.

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense. They may investigate the Debtors' business and
financial affairs. Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent. Those committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest. If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee. If the Committee
concludes reorganization of the Debtors is impossible, the
Committee will urge the Bankruptcy Court to convert the Chapter
11 cases to a liquidation proceeding.

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.


OWENS-BROCKWAY: Purchases $274MM of Senior Notes in Tender Offer
----------------------------------------------------------------
Owens-Brockway Glass Container Inc., has accepted for purchase
$274,543,000 aggregate principal amount of outstanding 7.85%
Senior Notes due 2004 of Owens-Illinois, Inc. (NYSE: OI), its
indirect parent, pursuant to its tender offer for such
securities which expired at 11:59 p.m., New York City time, on
Friday, May 23, 2003.  The securities tendered represent more
than 91% of the $300 million aggregate principal amount of the
7.85% Senior Notes due 2004 of Owens-Illinois, Inc.

The total consideration for each $1,000 principal amount of
7.85% Senior Notes due 2004 validly tendered prior to 11:59
p.m., New York City time, on Friday, May 23, 2003, is $1,045
plus accrued and unpaid interest up to, but not including, May
27, 2003.  In connection with the tender offer, Owens-Brockway
Glass Container solicited and received the requisite consents
from holders of the Senior Notes to amend the indenture related
to those securities.  The amendments eliminate the indenture's
restrictive covenants and modify certain of its other
provisions.  The amendments to the indenture implementing those
changes are now operative.

Deutsche Bank Securities Inc. was the exclusive Dealer Manager
and Solicitation Agent for the tender offer and consent
solicitation.

Owens-Illinois is one of the world's leading manufacturers of
glass and plastic packaging products.  It is the largest
manufacturer of glass containers in North America, South
America, Australia and New Zealand, and one of the largest in
Europe.  O-I also is a worldwide manufacturer of plastics
packaging with operations in North America, South America,
Europe, Australia and New Zealand.  Plastics packaging products
manufactured by O-I include consumer products (blow molded
containers, injection molded closures and dispensing systems)
and prescription containers.

Copies of Owens-Illinois news releases are available at the
Owens-Illinois Web site at http://www.o-i.com or at  
http://www.prnewswire.com

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to Owens-Brockway Glass Container Inc.'s $1.9 billion
senior secured bank facility.

Owens-Brockway is a wholly owned subsidiary of Toledo, Ohio-
based Owens-Illinois Inc. Standard & Poor's said that it also
affirmed its 'BB' corporate credit rating on Owens-Illinois.
Total debt outstanding at the company was about $5.7 billion as
of March 31, 2003.

The bank loan rating is the same as the corporate credit rating
on Owens-Illinois. "Under its simulated default scenario, which
acknowledges Owens' above-average business profile, Standard &
Poor's assumed that a default would be driven by an adverse
trend in the company's asbestos litigation settlements that
would lead it to seek bankruptcy protection," said Standard &
Poor's credit analyst Paul Vastola. "Under such a scenario,
although the security of these assets and collateral sharing
agreement will provide significant protection to lenders, the
reorganization of the company and repayment to the secured
lenders would likely take longer than the 18 to 24 months that
Standard & Poor's usually factors into its ultimate recovery
analysis because of the uncertainties in resolving asbestos
claims through the bankruptcy process."


PIONEER-STANDARD: Expected Weak Profits Prompt Rating Cut to B+
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pioneer-Standard Electronics Inc. to 'B+' from 'BB-'
and removed it from CreditWatch, where it had been placed on
Jan. 14, 2003. The downgrade reflects a narrower business base,
the expectation of weak profitability measures in the near term,
and the expectation of a more acquisitive growth strategy.

At the same time, Standard & Poor's assigned its 'B+' rating to
Pioneer-Standard's $110 million senior unsecured revolving
credit facility maturing April 2006.

The outlook is stable on the Cleveland, Ohio-based resale and
distribution company for mid-range computer systems.

Total debt outstanding as of March 3, 2003, was $131 million.

Economic and IT spending weakness is expected to continue in the
near term, which will pressure revenues and make ongoing cost-
reduction initiatives more challenging.

"Rating improvement is limited by expectations of near-term
profitability weakness and a strategic emphasis on acquisitions
to bolster growth and market position. Downside protection is
provided by reduced leverage and a good liquidity position over
the near term," said Standard & Poor's credit analyst Martha
Toll-Reed.

The unsecured revolving credit facility is rated 'B+', the same
as the corporate credit rating. Although the facility is
unsecured, total borrowings are limited by a borrowing base
formula, based on eligible receivables and inventory. Standard &
Poor's expects lenders could recover more than 80% of principal
in the event of bankruptcy.


PRIMEDIA INC: Names Matthew A. Flynn SVP, CFO and Treasurer
-----------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM), the leading targeted media company,
announced that Matthew A. Flynn (45) has been named Senior Vice
President, Chief Financial Officer and Treasurer for the
company.  Robert J. Sforzo (56), who has been Senior Vice
President and Corporate Controller for the company, has been
named to the newly created position of Chief Accounting Officer.  
Mr. Flynn replaces Lawrence Rutkowski, who has resigned in a
decision that was made mutually with the company.  Mr. Flynn
will report to Charles G. McCurdy, President and Interim CEO of
PRIMEDIA.  Mr. Sforzo will report to Mr. Flynn.

"Matt has been a critical part of PRIMEDIA's success in
improving its capital structure and strengthening its balance
sheet," said McCurdy.  "Since joining the company more than two
years ago, Matt has directed key actions in deleveraging and
reducing the cost of capital and made us a much more financially
flexible company.  We have great confidence in his ability to
lead our financial team going forward."

Added McCurdy, "Bob Sforzo has an extensive background in
accounting and a deep understanding of PRIMEDIA's many media
assets and businesses.  He has been a pivotal part of ensuring
that our financial reporting complies with the highest standards
and also in providing our senior management team with clear
insights on the financial trends in our business.  We are
pleased that he is taking on this role and working closely with
Matt in the financial stewardship of our company."

Mr. Flynn joined PRIMEDIA in March 2001 and has worked closely
with the company's lenders, rating agencies and managed
relationships with investors and other key stakeholders.  Among
his most recent accomplishments was directing the company's
successful issuance of $300 million in aggregate principal
amount of its 8% Senior Notes due 2013 and the call at par of
$291.5 million of its outstanding 8-1/2% Senior Notes due 2006.

Prior to joining PRIMEDIA, Mr. Flynn was a Managing Director in
Investment Banking for Banc of America Securities LLC in the
Media & Telecom Group.  He provided capital raising and advisory
services to entertainment and media clients, including AOL Time
Warner, News Corporation and Viacom.

Mr. Sforzo has been Senior Vice President and Corporate
Controller for PRIMEDIA since January 2000.  He joined
PRIMEDIA's corporate office as Vice President of Internal Audit
and was named to the position of Vice President and Controller
of PRIMEDIA in October 1998.  Mr. Sforzo previously spent
18 years in various senior financial positions with Macmillan,
Inc., the Olsten Corporation, and Katharine Gibbs Schools, Inc.

PRIMEDIA is the largest targeted media company with leading
positions in consumer and business-to-business markets.  The
Company's properties deliver content via print, along with
video, the Internet and live events and offer highly effective
advertising and marketing solutions in some of the most sought
after niche markets.  With 2002 sales from continuing businesses
of $1.6 billion, PRIMEDIA is the #1 special interest magazine
publisher in the U.S. with more than 250 titles.  Its well known
brands include Motor Trend, Automobile, New York, Fly Fisherman,
Power & Motoryacht, Ward's Auto World, and Registered Rep.  The
company is also the #1 producer and distributor of free consumer
guides, including Apartment Guides.  PRIMEDIA Television's
leading brand is the Channel One Network and About is one of the
largest sources of original content on the Internet.  PRIMEDIA's
stock symbol is: NYSE: PRM.  More information about the company
can be found at http://www.primedia.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its outlook on publisher
PRIMEDIA Inc., to stable from negative.

At the same time, Standard & Poor's assigned its 'B' rating to
PRIMEDIA's $300 million, privately placed, Rule 144A senior
notes due 2013. In addition, Standard & Poor's affirmed its 'B'
corporate credit and other outstanding ratings on New York City-
based PRIMEDIA. Total debt and preferred stock as of March 31,
2003, totaled about $2.4 billion.


RUE21 INC: Obtains $13MM Exit Financing from LaSalle Retail Fin.
----------------------------------------------------------------
LaSalle Retail Finance has provided a $13 million, three-year,
revolving credit facility to rue21, inc., to provide for the
company's financing needs as it emerges from bankruptcy. rue21
inc., headquartered in Warrandale, PA, is a leading specialty
retailer of Junior's and young men's apparel, operating 170
stores in 37 states. The company initially filed for Chapter 11
bankruptcy protection in February 2002 and successfully emerged
in May 2003.

"We look forward to working with the LaSalle Retail Finance team
as we build for the future successes at rue21, inc.," said Bob
Fisch, President of rue21, inc. "We selected LaSalle Retail
Finance because of its excellent reputation in providing
financing to retail companies. Our management team at rue21,
inc. was impressed with the individuals representing LaSalle and
we quickly developed a strong relationship. This partnership
gives rue21 the ability to achieve the dynamic growth forecasted
in our vision."

Barbara Anderson, Senior Vice President of LaSalle Retail
Finance, commented, "We are pleased to be providing the
emergence financing for rue21, inc. This restructuring will
enable the company to grow and prosper in the future and LaSalle
Retail Finance is looking forward to being rue21's financing
partner."

David Oddi, Partner at SKM Equity stated, "We are extremely
pleased with the repositioning of rue21 that Bob Fisch and his
management team have been able to execute since joining the
company. We are looking forward to continuing to develop the
brand. We appreciate all of LaSalle's efforts in consummating
our emergence financing and we hope to leverage their retail
expertise going forward."

LaSalle Retail Finance, headquartered in Braintree, MA with
offices in Philadelphia, PA, Los Angeles, CA and Washington
D.C., provides asset-based financing arrangements and a full
array of commercial bank products exclusively to middle market
retailers nationwide. It specializes in senior secured debt
facilities for growth, acquisition and restructuring situations,
including debtor-in-possession and emergence financing.

LaSalle Retail Finance is a division of LaSalle Business Credit,
LLC. LBC LCC has more than $8 billion in lending commitments and
specializes in providing secured working capital and term
financing for middle market companies in the manufacturing,
distribution, retail and service industries. LBC LCC has 26
offices throughout the U.S. and Canada and is a subsidiary of
LaSalle Bank, one of the Midwest's largest banks with $58
billion in assets.


SIERRA HEALTH: Board Agrees to Increase Share Repurchase Program
----------------------------------------------------------------
Sierra Health Services Inc.'s (NYSE:SIE) board of directors has
authorized the company to purchase up to an additional 2 million
shares of its common stock. So far in 2003, the company
repurchased 2.6 million shares under board authorizations issued
on Jan. 7 and Feb. 25. Under the new authorization, Sierra may
make such purchases from time to time at prevailing prices in
the open market, by block purchase or in private transactions.
The company's share repurchase program may be discontinued at
any time. Sierra had approximately 27.1 million shares of common
stock outstanding at May 15, 2003.

Sierra Health Services Inc., based in Las Vegas, is a
diversified health care services company that operates health
maintenance organizations, indemnity and workers' compensation
insurers, military health programs, preferred provider
organizations and multi-specialty medical groups. Sierra's
subsidiaries serve nearly 1.2 million people through health
benefit plans for employers, government programs and
individuals. For more information, visit the company's Web site
at http://www.sierrahealth.com

As reported in Troubled Company Reporter's May 23, 2003 edition,
A.M. Best Co. upgraded the financial strength ratings to B+
(Very Good) from B (Fair) of Sierra Health Services, Inc.'s
(NYSE: SIE) core HMO, Health Plan of Nevada, Inc. (both of Las
Vegas), and its health insurance company, Sierra Health and Life
Insurance Company, Inc. (Los Angeles).

A.M. Best also assigned a "bb-" debt rating to Sierra's
recently issued $115.0 million of 2.25% senior unsecured
convertible debentures due 2023. The rating outlook is stable.

Concurrently, A.M. Best affirmed the financial strength
rating of B (Fair) of Sierra's discontinued workers'
compensation insurance group, Sierra Insurance Group
(Pleasanton, CA). The rating outlook is negative for all
regulated workers' compensation subsidiaries.


SLMSOFT INC: Secures CCAA Court Protection to Facilitate Workout
----------------------------------------------------------------
SLMsoft Inc. (TSX: ESP.a, ESP.b), a leading global provider of
e-financial solutions, has stayed the petition for bankruptcy
filed by Insight Venture Associates III, LLC and has granted SLM
protection under the Companies' Creditors Arrangement Act to
facilitate its corporate restructuring.

Mr. Govin Misir, SLM's CEO, has committed to providing DIP
(debtor-in-possession) financing in the amount of $1 million to
see the company through this process.

As a consequence of the recent proceedings, SLM has not been
able to file its audited comparative financial statements for
the fiscal year ended December 31, 2002 as well as the
Management Discussion and Analysis related thereto as required
under applicable securities laws. SLM does not anticipate
releasing audited financial information until such time as the
current corporate restructuring has been completed. SLM will
also delay the filing of its Annual Information Form for the
year ended December 31, 2002.

Founded in 1986, SLM. is a leading developer of electronic
payment systems and transaction processing solutions, including
e-commerce applications with a focus on the financial services
industry. SLM provides real-time end-to-end e-banking solutions
that include Internet banking, interactive voice recognition,
debit and credit card issuing, automated teller machines and
point-of-sale network management, retail branch management, and
e-CRM enabling technology. SLM also provides investment
brokerage client and portfolio management applications for the
brokerage industry; e-health solutions which enable health
insurance claims to be evaluated at the point of service,
processed and settled in real time; and e- government solutions
which enable consumers to pay fees for government services in
person, at kiosks, through IVR systems or the Internet. For more
information, visit the Company's Web site at
http://www.slmsoft.com


TDZ HOLDINGS: March Quarter Results Enter Positive Territory
------------------------------------------------------------
TDZ Holdings Inc., announced its results for the three months
ended March 31, 2003.

                          Overview

As a result of the restructuring that occurred in April 1999,
the only material assets of TDZ Holdings Inc., are its 33%
minority equity interest in Nualt Enterprises Inc., and certain
receivables the proceeds of which will be dedicated to paying
the Contingent Rights. Nualt is the principal holding company of
the Construction Technology Business and the Residential Real
Estate Business. The Company's investment in Nualt has been
pledged to collateralize the Company's guarantees of the debt of
Nualt and its subsidiaries. It is anticipated that all available
cash flow of Nualt will be used to repay its indebtedness.

The Residential Real Estate Business is limited to completing
the development, marketing, construction and sale of its
remaining high-density real estate projects located in Toronto,
Ontario. As at March 31, 2003, two phases comprising
approximately 775 units were under construction, one phase
comprising approximately 500 units was being marketed in the
pre-construction stage, and 40 units were held as inventory in
two buildings that had previously been completed and closed.

                    Summary of Results

Net income for the three months ended March 31, 2003 was
$3,939,000 on revenues of $57,000 as compared to a net loss of
$904,000 on revenues of $89,000 for the three months ended March
31, 2002.

The net income was the result of the equity share of Nualt's
income. Nualt's net income for the three months ended March 31,
2003 includes approximately $7,623,000 of foreign currency
translation gains that are non-recurring in nature. The Company
has included in income $2,516,000 for its 33% share of this
amount.

Cash provided by operations before other working capital items
was $1,000 during the three months ended March 31, 2003. Overall
there was a $50,000 net decrease in cash during this period. All
of the general and administrative costs of the Company are
reimbursed by the Businesses as revenue to the Company. After
exhaustion of all projects in the Residential Real Estate
Business all of the general and administrative costs of the
Company shall be reimbursed solely by the Construction
Technology Business. If at any time the Construction Technology
Business is sold the Company shall become responsible for
funding all of its own general and administrative expenses.

         Obligations Due to Guarantee of Debt of Nualt

At April 28, 1999, Nualt had a shareholder's deficiency of
$69,776,000. Since the Company (as a result of its
restructuring) assumed guarantee obligations for approximately
$190,000,000 (as at April 28, 1999) of the debt of Nualt and its
subsidiaries, the Company recorded a liability for the estimated
fair value of these guarantees. The fair value of these
obligations at April 28, 1999 has been determined to be the full
amount of Nualt's shareholder deficiency at that date. As at
March 31, 2003 these guarantee obligations aggregate
approximately $113,000,000.

The net investment in Nualt is accounted for by the equity
method and accordingly includes the Company's share of net
income or loss of Nualt since April 28, 1999. During the period
April 29, 1999 to March 31, 2003, Nualt had cumulative net
losses of $7,964,000 and the Company recorded its 33% cumulative
share in the amount of $2,629,000.

                    Contingent Rights

The Contingent Rights are payable by the Company solely out of
any payments made by the Businesses pursuant to the Cash Flow
Notes issued in favour of the Company. Payments made on the Cash
Flow Notes are being distributed at the discretion of the
Contingent Rights trustee within the terms of the Trust
Indenture. The trustee distributed approximately $166,000 to
holders of the Contingent Rights during 2003 (2002 - $761,000;
2001 - $816,000; 2000 - $327,000).


TENFOLD CORP: Annual Shareholders' Meeting to Convene on June 10
----------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of
the Universal Application(TM) platform for building and
implementing enterprise applications, announced the date and
location of its annual meeting of shareholders.

The 2003 annual TenFold Corporation shareholder meeting will
begin at Noon local time on June 10, 2003.  The meeting will be
held at the Marriott Courtyard Hotel in Sandy, Utah.  During the
annual meeting, shareholders will vote on the nominations of
Jeffrey L. Walker and Richard H. Bennett, Jr. as directors, vote
to ratify the selection of Tanner + Co as the Company's
auditors, and vote to approve amendments to the Company's 1999
Stock Plan.

"We have made dramatic progress as a company in the past year,"
said Alan K. Flake, Senior Vice President and General Counsel
for TenFold.  "It will be wonderful to have an upbeat meeting
where we can report to and answer questions from our
shareholders."

TenFold (OTC Bulletin Board: TENF) licenses its breakthrough,
patented technology for applications development, the Universal
Application(TM) platform, to organizations that face the
daunting task of replacing legacy applications or building new
applications systems.  Unlike traditional approaches, where
business and technology requirements create difficult IT
bottlenecks, Universal Application technology lets a relatively
small, primarily non-technical, business team design, build,
deploy, maintain, and upgrade new or replacement applications
with extraordinary speed and limited demand on scarce IT
resources.  For more information, visit http://www.10fold.com

                         *   *   *

On February 10, 2003, TenFold Corporation dismissed its
independent accountant, KPMG LLP, and engaged the services of
Tanner + Co., as the Company's new independent accountant for
its last fiscal year ending December 31, 2002 and its current
fiscal year ending December 31, 2003. The Audit Committee of the
Company's Board of Directors approved the dismissal of KPMG and
the appointment of Tanner as of February 10, 2003.

KPMG's audit report on such financial statements as of and for
the fiscal year ended December 31, 2001 contained a separate
paragraph stating, in relevant part: "The accompanying
consolidated financial statements and related financial
statement schedule have been prepared assuming that the Company
will continue as a going concern.  The Company suffered a
significant loss from operations during the year ended December
31, 2001, has a substantial deficit in working capital and
stockholder's equity at December 31, 2001, had negative cash
flow from operations for the year ended December 31, 2001 and is
involved in significant legal proceedings that raise substantial
doubt about its ability to continue as a going concern."


TRIMAS CORP: Moody's Assigns & Confirms Lower-B Debt Ratings  
------------------------------------------------------------
Moody's Investors Service took several rating actions on TriMas
Corporation. Outlook is now negative from stable.

                    Assigned Rating

* B1 - Proposed $90 million increase to the Tranche B
  term loan facility
    
                   Confirmed Ratings

* B1 - Senior implied rating

* B2 - Senior unsecured issuer rating

* B1 - $150 million senior secured revolving credit facility,
       due November 15, 2007,

* B1 - $350 million term loan B, due November 15, 2009,

* B3 - $438 million 9.875% senior subordinated notes, due 2012

Moody's ratings mirror the company's high leverage, weak results
and constrained liquidity.

TriMas Corporation, a multi-industry manufacturer in the US, is
based in Bloomfield Hills, Michigan.   


TROLL COMMS: Seeking Authority to Hire Adelman Lavine as Counsel
----------------------------------------------------------------
Troll Communications LLC and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Adelman Lavine Gold and Levin, PC as their
attorneys.

The Debtors choose to engage the services of Adelman Lavine
because:

     i) Adelman Lavine has extensive experience and knowledge in
        the field of debtor' and creditors' rights;

    ii) Adelman Lavine is well qualified to represent the
        Debtors as debtors-in-possession in these chapter 11
        cases; and

   iii) Adelman Lavine had developed a familiarity with the
        Debtors' assets, affairs and businesses by reason of its
        prepetition engagement with the Debtors.

In this engagement, the Debtors expect Adelman Lavine to:

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

     b) take necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on behalf of the Debtors and the defense of actions
        commenced against the Debtors;

     c) prepare, present and respond to, on behalf of the
        Debtors, necessary applications, motions, answers,
        orders, reports and other legal papers in connection
        with the administration of their estates;

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

     e) attend meetings and negotiations with representatives of
        creditors and other parties in interest and advise and
        consult on the conduct of the cases;

     f) advise the Debtors with respect to bankruptcy law
        aspects of any proposed sale or other disposition of
        assets; and

     g) perform any other legal services for the Debtors, in
        connection with these chapter 11 cases, except those
        requiring specialized expertise which Adelman Lavine is
        not qualified to render or as to which other counsel may
        be able to render services more efficiently and/or
        economically and for which special counsel will be
        retained.

In addition, Adelman Lavine will consult with the Debtors'
management and financial advisors in connection with:

  (i) any actual or potential transaction involving the Debtors;
      and

(ii) the operating, financial and other business matters
      relating to the ongoing activities of the Debtors.

Barry D. Kleban, Esq., a shareholder of Adelman Lavine discloses
that the firm will charge the Debtors at their current hourly
rates, which are:

          Shareholders      $325 - $410
          Associates        $145 - $310
          Legal Assistants  $120 - $140

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.


TYCO: Names Edward Arditte as Senior VP for Investor Relations
--------------------------------------------------------------    
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI)
announced the appointment of Edward C. Arditte as Senior Vice
President, Investor Relations. He comes to Tyco from BancBoston
Capital, the private equity investment arm of FleetBoston
Financial, where he served as Chief Financial Officer.

Mr. Arditte will be responsible for communicating Tyco's
mission, strategy and financial and operational performance to
investors, buy and sell side financial analysts, and other
relevant constituents in the investment community.  He will
report to Executive Vice President and Chief Financial Officer
David J. FitzPatrick.  Kathy Manning, Vice President, Investor
Relations, will work with and assist Mr. Arditte on investor
relations matters.

Mr. FitzPatrick said:  "We're most delighted that Ed is joining
Tyco in this important capacity.  He has a keen analytical mind,
a solid reputation for integrity, and strong leadership skills.  
Ed brings to Tyco a wide range of financial, managerial and
business experience in global, diversified companies, which
gives him the necessary perspective to communicate effectively
with both investors and financial analysts."

Mr. Arditte said: "I look forward to joining Tyco's talented
finance team and helping them maximize the value of Tyco's
businesses.  Ed Breen and Dave FitzPatrick have already made
progress in building investor trust and we all realize that a
best-in-class investor relations program must be built upon
trust, integrity and a long-term commitment to building value
for Tyco's shareholders.  I believe strongly in Tyco's
outstanding businesses and am excited about the opportunity to
be part of Tyco's future."

Mr. Arditte has broad financial experience in the fields of
investor relations, treasury, finance, business development and
risk management.  Prior to serving as the Chief Financial
Officer of BancBoston Capital, Mr. Arditte spent over 15 years
at Textron Inc., an $11 billion corporation with global
operations in a diverse set of industrial businesses.  During
his tenure at Textron, Mr. Arditte held a number of positions of
increasing responsibility, including Vice President Investor
Relations and Risk Management; Vice President Communications and
Risk Management; Vice President, Finance and Business
Development at the Textron Fastening Systems Group; and Vice
President and Treasurer for Textron Inc., where his principal
areas of activity were capital markets activities, cash and
currency management, investment banking and rating agency
relations, risk management and the investment oversight of $6
billion of employee benefit assets.

Mr. Arditte holds an M.B.A. in Finance and Management Policy
from Boston University Graduate School of Management and a B.A.
in Political Science from the University of California.
    
Tyco International Ltd. is a diversified manufacturing and
service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves. Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives. Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.
    
Tyco International Ltd.'s December 31, 2002 balance sheet shows
a working capital deficit of about $3 billion.


UNIFAB INT'L: Wants More Time to Continue Listing on Nasdaq SCM
---------------------------------------------------------------
UNIFAB International, Inc. (Nasdaq: UFABC) has requested a
Nasdaq Listing Qualifications Panel for an extension of the
grace period for the Company's compliance with the $1.00 per
share minimum bid price requirement for continued listing on the
Nasdaq SmallCap Market.  The Company's common stock continues to
be listed for trading on that market under an exception set by
the Panel which expired on May 27, 2003.

The Company expects that the listing of its common stock on the
Nasdaq SmallCap Market will continue pending action by the Panel
on its extension request.  The Company also expects to propose a
reverse stock split as a means of achieving the minimum bid
price requirement.  Until such time as that requirement is met,
the "C" will continue to be appended to its trading symbol
to represent the conditional nature of the listing.  

UNIFAB International, Inc. is a custom fabricator of topside
facilities, equipment modules and other structures used in the
development and production of oil and gas reserves.  In
addition, the Company designs and manufactures specialized
process systems, refurbishes and retrofits existing jackets and
decks, and provides design, repair, refurbishment and conversion
services for oil and gas drilling rigs.

                           *    *    *

As previously reported in the Troubled Company Reporter, revenue
levels for the Company's structural fabrication, process system
design and fabrication and international project management and
design services are approximately forty percent of those in the
same period last year. During the first nine months of the year,
the Company has experienced reduced opportunities to bid on
projects and was eliminated from bidding on various projects as
a result of the substantial deterioration of the Company's
financial condition and results of operations experienced during
the 2001 fiscal year. Further, the Company was unable to post
sufficient collateral to secure performance bonds and as a
result was unable to qualify to bid on various contracts. At
September 30, 2002, backlog was approximately $4.2 million. On
August 13, 2002 the Company completed a debt restructuring and
recapitalization transaction with Midland substantially
improving the financial position, working capital and liquidity
of the Company. Since August 13, 2002, there has been a
substantial increase in proposal activity in the Company's main
fabrication and process equipment markets. In addition, the
Company's capacity to provide performance bonds on projects has
improved significantly. As a result, backlog at December 17,
2002 was approximately $24.2 million.

Gross profit (loss) for the three months ended September 30,
2002 decreased to a loss of $1.6 million from a profit of $1.6
million for the same period last year. In the nine-month period
ended September 30, 2002 gross profit (loss) decreased to a loss
of $2.7 million from a profit of $3.4 million in the nine-month
period ended September 30, 2001. The decrease in gross profit is
primarily due to costs in excess of revenue for the Company's
process system design and fabrication services and at the
Company's deep water facility in Lake Charles, Louisiana and
adjustments of $550,000 related to disputes on several
contracts, $387,000 related to valuation reserves on inventory,
and $253,000 related to a charge for asset impairment. The
effect of these adjustments was offset in part by a $1.1 million
contract loss reserve recorded last year. Additionally,
decreased man hour levels in the quarter and nine-month periods
ended September 30, 2002 compared to the same periods last year
at the Company facilities caused hourly fixed overhead rates to
increase and resulted in increased costs relative to revenue.

For the three and nine month periods ended September 30, 2002
the Company's losses were $3,525 and $23,034, respectively.  For
comparison, for the three and nine month periods ended September
30, 2001 the Company's losses were $9,117 and $25,227,
respectively.

Notwithstanding the losses, management believes that its
available funds, cash generated by operating activities and
funds available under its Credit Agreement will be sufficient to
fund its working capital needs and planned capital expenditures
for the next 12 months.


UNITED AIRLINES: Appoints Dipak C. Jain to Board of Directors
-------------------------------------------------------------
UAL Corp. (OTC Bulletin Board: UALAQ) announced that Dipak C.
Jain, Dean of the Kellogg School of Management at Northwestern
University, has joined its board of directors.

Dean Jain has been a member of the Kellogg School faculty since
1987 and was appointed dean in 2001.  As the Sandy and Morton
Goldman Professor in Entrepreneurial Studies and a professor of
marketing, his teaching focuses on marketing research, new
products and services, and probabilistic and statistical models
in marketing.  His research portfolio includes, among other
disciplines, market segmentation and competitive market
structure analysis, and cross-cultural issues in global
marketing.

Dean Jain is also a visiting professor of marketing at a number
of colleges and universities around the world.  He serves on the
boards of directors of Evanston Northwestern Healthcare, John
Deere, Hartmarx Corporation and Peoples Energy.  He has also
consulted with a variety of Fortune 500 corporations.

"Dean Jain is a leading-edge thinker with much practical
business experience who will provide different and valuable
perspectives to United's board deliberations," said Glenn
Tilton, United's chairman, president and chief executive
officer.  "We're particularly delighted that he's joining us
now, as we reevaluate our approach to the marketplace and our
customer relationships."

"I look forward to working with Glenn Tilton, the United board
and United's management team," said Dean Jain.  "The company has
made impressive strides in recent months, and I believe it will
forge even stronger bonds with its loyal customer base as it
develops product and service offerings that bolster its premier
position among business and leisure travelers alike.  I'm
also pleased that this appointment will enable United and the
Kellogg School of Management to strengthen their relationship."

Dean Jain has authored more than thirty articles published in
major academic journals, and he recently co-authored the book
Marketing Moves with Kellogg Professor Phillip Kotler.

United operates more than 1,500 flights a day on a route network
that spans the globe.  News releases and other information about
United Airlines can be found at the company's Web site at
http://www.united.com


UNITED AIRLINES: Hires Transportation Planning Inc as Appraisers
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates assert that their
obligations under Section 365(d)(3) of the Bankruptcy Code do
not include making debt service and principal payments on
special facility revenue bonds issued in connection with
construction of facilities at the Los Angeles International
Airport and the San Francisco Airport.  As part of this
assertion, the Debtors must conduct valuations of leaseholds at
the airports to appraise obligations they may have to
bondholders.  As a result, the Debtors seek the Court's
authority to employ Transportation Planning Inc. as appraisers.

TPI is a full-service aviation consulting firm with extensive
asset valuation experience with both airport and airline
properties.  Its principal offices are located in Winchester,
Virginia.  TPI principals have over 70 years of airline and
airport operational experience with litigation credentials in
preparing and presenting expert witness testimony on asset
valuation issues.

TPI's services are necessary to enable the Debtors to maximize
the value of the estate and reorganize successfully, James H.M.
Sprayregen, Esq., at Kirkland & Ellis, says.  TPI's services are
not central to the administration of these cases and the Debtors
do not believe that TPI is a professional as the term is used in
Section 327 of the Bankruptcy Code.  The Debtors' bring this
Application out of an abundance of caution and to alert parties-
in-interest that TPI may be called as an expert witness on its
valuations at LAX and SFO.

TPI will provide an independent, third party, objective opinion
of the value of designated real and personal property holdings
for certain locations.

TPI will be paid a $20,000 fixed fee, plus reasonable out-of-
pocket expenses.  Should United require expert witness testimony
from TPI's professionals, TPI will be paid an additional $350
per hour.

David O. Stamey, principal at TPI, assures the Court that the
firm does not hold or represent any interest adverse to the
Debtors' estates.  TPI will continue to represent clients in
matters unrelated to this case. (United Airlines Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


U.S. STEEL: Selling Mining Company's Assets to PinnOak Resources
----------------------------------------------------------------
United States Steel Corporation (NYSE: X) has entered into an
Asset Purchase Agreement to sell the assets of U. S. Steel
Mining Company, LLC to a newly formed company, PinnOak
Resources, LLC. The agreement is subject to the buyer's ability
to obtain financing, and other customary conditions.

Under the terms of the agreement the new company would acquire
all of the coal and related assets associated with USM's
Pinnacle No. 50 mine complex located near Pineville, W.Va., and
USM's Oak Grove mine complex located near Birmingham, Ala. The
sale is targeted for completion late in the second quarter.

For more information on United States Steel Corporation, visit
Web site at http://www.ussteel.com

               Questor Affiliate is the Buyer

Questor Management Company, LLC and Benjamin M. Statler, LLC
announced today that PinnOak Resources, LLC, a new company
formed by Statler and by Questor Partners Fund II, L.P. and
other funds managed by Questor Management Company, has signed a
definitive agreement to acquire from United States Steel
Corporation and its affiliates two underground coal mines and
related assets.  Terms of the transaction were not disclosed.

The mining operations that are the subject of the transaction
are those associated with the Pinnacle No. 50 Mine complex
located near Pineville, West Virginia, and the Oak Grove Mine
complex located outside Birmingham, Alabama.  Most of the coal
produced by the mines is purchased by U. S. Steel and
third-party customers for use in the coke- and steel-making
process.  A portion of the coal is sold to the electric utility
industry.  At the closing of the transaction, U. S. Steel will
enter into a multi-year supply agreement under which U. S. Steel
is expected to purchase a significant portion of the annual
production output of the two mines.

"We are delighted that Ben Statler approached us to partner with
him in his bid to acquire these coal properties from U. S.
Steel," said Michael D. Madden, the principal of Questor
Management Company who was involved in the transaction.  
"Questor's experience in turning non-core units of larger
companies into successful stand-alone businesses makes this a
natural transaction for us.  Both U. S. Steel and Questor
recognize that Ben Statler's prior success as a senior operating
executive in the coal industry assures the smooth separation of
these mines from U. S. Steel and enhances their long-term
viability as commercial enterprises.  Questor also recognizes
that the mines, having operated as a non-core subsidiary of a
much larger company, must reduce costs and operate more
efficiently in the future in order to justify the substantial
capital expenditures required to extend the life of the
operations."

Benjamin Statler, President and Chief Executive Officer of
PinnOak Resources, said, "We have assembled a great management
team and we look forward to working with the present employees
at the mines to create a successful company focused on coal.  
Together we will build a company committed to the objective of
mining coal safely, efficiently and at a competitive price.  Our
success will create the opportunity for PinnOak Resources to
grow and expand."

The closing of the transaction, which is subject to financing
and other customary conditions, is expected in late June.

                     About Questor Management

Questor Management Company, LLC, based in Southfield, Michigan,
manages the Questor Partners Funds, which have more than $1.1
billion of committed equity capital.  The Funds' objective is to
acquire significant positions in companies that are
underperforming or have not met their owners' expectations,
but offer the potential for superior returns with the
application of appropriate levels of capital and management
expertise.

                          *   *   *  

As reported in Troubled Company Reporter's May 9, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated steel producer United States Steel Corp. to
'BB-' from 'BB' based on concerns about the firm's increased
financial risk.

Standard & Poor's said that it has removed its ratings on
Pittsburgh, Pennsylvania-based United States Steel from
CreditWatch, where they were placed with negative implications
on Jan. 9, 2003. The current outlook is negative. The company
had about $1.7 billion in lease-adjusted debt at March 31, 2003.

At the same time, Standard & Poor's said it has assigned its
'BB-' rating to United States Steel Corp.'s proposed $350
million senior notes due 2010.


USG CORP: Wants Court Nod to Terminate $350 Million DIP Facility
----------------------------------------------------------------
In view of the $100,000,000 LaSalle Letter of Credit Facility,
USG Corporation and its debtor-affiliates seek the Court's
authority to terminate their $350,000,000 existing DIP Financing
Facility with JPMorgan Chase, administrative agent, and a
consortium of lenders, to effectuate the transition to the LC
Facility.  The Debtors also request the termination of certain
obligations to give notices to, or obtain consents from, the
existing DIP lenders. (USG Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: Signing-Up Bailey Riley as Local Counsel
-------------------------------------------------------
Weirton Steel Corporation needs a local counsel to assist
McGuireWoods in the prosecution of this Chapter 11 case.  The
Debtor selected the law firm of Bailey, Riley, Buch & Harman, LC
to act as its local counsel.

Bailey 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.

Weirton proposes to compensate Bailey on an hourly basis and to
reimburse its actual, necessary expenses and other charges
incurred.  According to James T. Gibbons, Weirton's Senior
Director on Corporate Development and Strategy, the hourly rates
charged by Bailey's firm 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                  $175 - 300
          Associates                 125 - 175
          Legal assistants            75 - 100

On May 9, 2003, Mr. Gibbons informs the Court that Bailey
received a $50,000 general retainer for its services and
expenses to be rendered or incurred for or on behalf of the
Debtor, which was deposited in Bailey's trust account.  Of the
general retainer, Bailey has drawn $10,000 before the Petition
Date.  The Debtor has agreed that Bailey will hold the balance
of the retainer during the pendency of this case and will apply
the balance of the retainer against the Firm's final fee
application.

As local counsel, Bailey is expected to:

    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 as required by
       the Debtor and in consultation with McGuireWoods, LLP;

    B. attend meetings and negotiate with representatives of
       creditors and other parties-in-interest as required by
       the Debtor and in consultation with McGuireWoods, LLP;

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

    D. prepare on behalf of the Debtor as motions, applications,
       answers, orders, reports and papers necessary to the
       administration of the estate as required by the Debtor
       and in consultation with McGuireWoods, LLP;

    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 as required by the Debtor and in consultation with
       McGuireWoods, LLP;

    F. assist in the representation the Debtor in connection
       with postpetition financing if obtained as required by
       the Debtor and in consultation with McGuireWoods, LLP;

    G. advise the Debtor in connection with any potential sale
       of assets as required by the Debtor and in consultation
       with McGuireWoods, LLP;

    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, labor and
       employment, real estate, corporate finance, corporate and
       litigation matters as required by the Debtor and in
       consultation with McGuireWoods, LLP;

    J. represent the Debtor in matters in which a conflict of
       interest might arise with McGuireWoods; and

    K. perform all other necessary legal services and provide
       all other necessary legal advice to the Debtor in
       connection with the Debtor's Chapter 11 case as required
       by the Debtor and in consultation with McGuireWoods, LLP.

Bailey shareholder and officer Arch W. Riley, Jr., Esq., assures
the Court that the firm 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. (Weirton Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WHEELING-PITTSBURGH: Court to Consider Proposed Plan on June 18
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp. and its debtor-affiliates
responded to the three principal objections to the Disclosure
Statement explaining their Plan of Reorganization now ready to
proceed to a confirmation hearing before Judge Bodoh on June 18,
2003:

1) U.S. Trustee

Scott N. Opincar, Esq. at Calfee Halter & Griswold LLP, in
Cleveland, reminds the Court that the U.S. Trustee complained
that the Disclosure Statement does not supply sufficient
information regarding the Debtors' ownership and affiliation.  
In response, the Debtors have inserted a chart showing the
Debtors' current organizational structure.  The chart identifies
each Debtor and non-Debtor affiliate and indicates the equity
holders for each Debtor.  The Debtors submit that this
information is reasonable and sufficient.

The Trustee also asserted that the Disclosure Statement does not
clearly identify or estimate the value of the assets and claims
for each Debtor.  According to Mr. Opincar, the Debtors have
added clarifying information with respect to the Debtors' assets
to the Disclosure Statement.  The Trustee also suggests that the
Disclosure Statement should include a separate liquidation
analysis for each Debtor.  The Debtors submit, however, that the
Liquidation Analysis already sets forth separate liquidation
analyses for WPC and WPSC and analyzes the recovery on PCC's one
asset, the intercompany Junior DIP Loan.  Given that the other
Debtors do not own any assets, the Debtors believe that separate
liquidation analyses are not necessary for the Debtors other
than WPC and WPSC.

The U.S. Trustee also wants the Plan to separately classify and
provide for the separate treatment of unsecured claims against
each of the Debtors, not just WPC and WPSC.  The Debtors do not
believe that such separate classification and treatment is
necessary or that it would be appropriate.  The Debtors, other
than WPC and WPSC, do not have any significant assets -- except,
in the case of PCC, the Junior DIP Loan.
Nor do they have any creditors other than:

        (i) obligations pursuant to guarantees under the DIP
            Facility,

       (ii) guarantees with respect to the IRB Claims, and

      (iii) guarantees of the Notes.

The Plan provides for payment in full of the DIP Facility at the
Effective Date, and for a consensual modification of the IRB
Claims under which the guarantee obligations of the surviving
Reorganized Debtors will be preserved.  The recovery of the
holders of the Notes on their claims against WPC reflects the
distribution from PCC to WPC of the value inherent in the Junior
DIP Loan held by PCC, and the proposed distributions have been
the subject of extensive discussions with the Official Committee
of Unsecured Noteholders.  In light of the negotiated treatments
of these claims, the Debtors do not believe that a separate
debtor-by-debtor classification of claims is necessary or
appropriate.

The U.S. Trustee further requests information concerning the
Debtors' officers and directors consistent with the requirements
of the Bankruptcy Code.  In response, the Debtors have added
language to the Disclosure Statement identifying the current
board members of WPC and WPSC, and the principal officers of
WPSC.  The Disclosure Statement already provides that the
current officers of WPSC will continue to serve as officers of
Reorganized WPSC.  With respect to identification of post-
confirmation directors, the USWA, the Creditors' Committees and
the Debtors are in the process of identifying directors and will
disclose their identities prior to the confirmation hearing.  
The Debtors submit that this meets the requirements of the
Bankruptcy Code.

The U.S. Trustee contends that the Plan potentially violates the
absolute priority rule.  "This is a confirmation objection," Mr.
Opincar says.  The disclosure statement hearing should not be
converted into a premature hearing on plan confirmation.  
Approval of a disclosure statement is an interlocutory action in
the progress of a Chapter 11 reorganization leading to a
confirmation hearing at which all parties have ample opportunity
to object to confirmation of the plan.  Such interlocutory
action is not intended to be the primary focus of litigation in
a contested Chapter 11 case.  The Court's focus should be on the
adequacy of, and the probability that a hypothetical investor
can make an informed judgment based on, the information
provided in the disclosure statement.  In short, objections
relating to the substantive provisions of the Plan are best left
for the confirmation hearing itself.  To address confirmation
issues at the Disclosure Statement Hearing would only delay this
reorganization by converting the Disclosure Statement Hearing
into a premature confirmation hearing.  Although the Debtors are
prepared to provide the Court with a thorough and complete
review of the Plan at the Disclosure Statement Hearing, they
nonetheless submit that any objections to confirmability of the
Plan should be finally and dispositively addressed at the
confirmation hearing.  Such an approach seems particularly
sensible in this case.  To the extent all impaired classes
consent to the Plan, the absolute priority rule will not be an
issue at confirmation.  If any impaired class does refuse to
accept the Plan, the Debtors reserve the right to modify the
Plan to comply with Section 1129(b) of the Bankruptcy Code.

Moreover, the U.S. Trustee requests disclosure of the Debtors'
continuing obligations under 28 U.S.C.  1930(a)(6) and further
disclosure that the U.S. Trustee will not be required to file an
administrative expense claim in order to be paid appropriate
statutory fees.  The Debtors have complied with this request by
adding relevant language to the Disclosure Statement and Plan.

The U.S. Trustee also seeks clarification on how the issuance of
stock under the Management Stock Incentive Plan will affect the
percentage distributions of stock under the Plan.  The Debtors
have added language explaining that the 10% of New Common Stock
to be reserved for the Management Stock Incentive Plan will
dilute the existing 100% of issued and outstanding New Common
Stock at the Effective Date.

The Debtors acknowledge that the U.S. Trustee reserves the right
to object at the confirmation hearing to the release, injunction
and exculpation provisions contained in the Plan.

2) PBGC

The PBGC requests that the Disclosure Statement recite each of
the nine conditions set forth in the ESLGB's March 26 decision
letter and set forth the status of WPSC's efforts to meet each
of those conditions. Mr. Opincar reports that the Debtors have
added language to the Disclosure Statement with respect to those
conditions.  The Debtors also indicate that the condition with
respect to the WHX Pension Plan -- as well as other conditions -
- has not yet been satisfied.

The PBGC also wants the terms of the WHX Agreement, which will
govern the terms of the Debtors' separation from the WHX Pension
Plan and the terms of any agreement between the Debtors and the
USWA, or the status of their discussions, on a new pension
program disclosed.  Terms of the separation from the WHX Pension
Plan and future pension arrangements are under discussion and
the Disclosure Statement already discloses this fact.  Moreover,
the PBGC is aware that these terms are under discussion and have
not been fixed because it is a party to those discussions.  The
Debtors submit that further disclosure is unnecessary.

The PBGC also takes issue with the Disclosure Statement's
statement that WHX contends that the WHX Pension Plan is a
multi-employer plan. The Debtors have added a sentence noting
that the PBGC does not agree with this contention.

The PBGC contends that the Disclosure Statement fails to give
adequate information in that it does not justify the releases
proposed in the Plan.  This is a confirmation objection, Mr.
Opincar says.  The disclosure statement hearing should not be
converted into a premature hearing on plan confirmation, Mr.
Opincar argues.

3) OEPA

The OEPA primarily objects to the classification of certain of
its claims as penalty claims in Class 9.  Mr. Opincar contends
that this is an objection that should be more appropriately
addressed during the confirmation hearing.

The Debtors also note that the OEPA has misinterpreted the
"unfair discrimination" test on which it relies for its
objection.  The test restricts discrimination among similarly
situated claims.  It does not, nor could it, consistent with the
absolute priority rule, prohibit discrimination among claims
with differing legal rights and priorities.

The OEPA also states that the Debtors inaccurately characterize
the Debtors' remaining liability for environmental violations.  
In response, the Debtors have deleted the relevant language from
the Disclosure Statement.

                        *     *     *

After hearing the parties' arguments, Judge Bodoh approved the
Debtors' Disclosure Statement as amended, but preserves the
parties' rights to object to confirmation of the Plan.  Judge
Bodoh sets June 18, 2003, as the hearing to determine whether to
confirm the Plan of Reorganization. The last date for the filing
of objections to confirmation of the Plan is June 16, 2003.

"[This] action by the Court is the next step in the process for
Wheeling-Pittsburgh to exit from bankruptcy," according to James
G. Bradley, President and CEO.  "We must now focus on ratifying
the new labor agreement with the United Steelworkers of America
and satisfying each and every condition required for the
Emergency Steel Loan Guarantees." (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


WILLIAMS COS.: $300 Million Convertible Debt Receives B- Rating
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-' rating to The Williams
Companies, Inc.'s $300 million 5.50% junior subordinated
convertible debentures due 2033. The Rating Outlook is Stable.
Net proceeds from the offering will be used by WMB to repurchase
$275 million of outstanding 9.875% cumulative convertible
preferred stock held by MidAmerican Energy Holdings Co.
The debentures are convertible into shares of WMB common stock
any time after issuance and are callable at par on or after
June 1, 2010. The notes are putable to WMB upon the occurrence
of a 'change in control' which is generally defined as the sale
of substantially all of WMB's assets, the acquisition by a
person or group of more than 50% of WMB's outstanding common
stock. WMB has the right, under certain circumstances, to defer
payment of interest on the junior subordinated debentures for up
to 20 consecutive quarters

The rating for the convertible debentures reflects the
contractual subordination of these securities to WMB's
outstanding secured and senior unsecured obligations which
totaled approximately $13.8 billion as of March 31, 2003. WMB's
senior unsecured debt rating was upgraded to 'B+' from 'B-' on
May 2, 2003 by Fitch reflecting the company's significantly
improved financial flexibility including its strengthened
liquidity position and reduced ongoing debt refinancing risk.


WOMEN FIRST: Appoints Ajit Desai to Head New Skin Care Division
---------------------------------------------------------------
Women First HealthCare, Inc. (Nasdaq: WFHC) has formed a new
Skin Care Division to focus on both the marketing and
developmental opportunities for its unique product Vaniqa(R)
(eflornithine hydrochloride) Cream, 13.9%, the only FDA-approved
pharmaceutical product for the treatment of unwanted facial hair
in women. Heading up the division is Ajit Desai, formerly Vice
President of Corporate Development at ICN Pharmaceuticals, Inc.,
where he was responsible for formulating and implementing a
growth strategy for dermatological products and international
business development for ICN Photonics, a division of ICN. While
at ICN, Mr. Desai grew the international business of ICN
Photonics five-fold within two years. Women First acquired
Vaniqa in June 2002 from a joint venture between Bristol-Myers
Squibb Company and The Gillette Company.

Mr. Desai will report to Edward F. Calesa, Women First's
chairman, president and CEO. According to Mr. Calesa, "Ajit is
an experienced executive with an extensive background in
dermatology both here in the US and abroad. He gives us
credibility in the dermatological community and well-established
competencies that will permit us to capitalize on the full
potential of Vaniqa."

Commenting on his appointment, Mr. Desai noted, "My priorities
are two-fold -- one, to build prescription demand for Vaniqa in
the US with the dermatologist, the OB/GYN, and previous
prescribers of the product and two, develop the long term,
world-wide value of Vaniqa."

Mr. Desai has an MBA from Harvard University and a Masters in
Chemical Engineering from Princeton University.

Women First HealthCare, Inc. (Nasdaq: WFHC) is a San Diego-based
specialty pharmaceutical company. Founded in 1996, its mission
is to help midlife women make informed choices regarding their
health care and to provide pharmaceutical products -- the
Company's primary emphasis -- and lifestyle products to meet
their needs. Women First HealthCare is specifically targeted to
women age 40+ and their clinicians. Further information about
Women First HealthCare can be found online at
http://www.womenfirst.com

Vaniqa(R) is indicated for the reduction of unwanted facial hair
in women. Vaniqa has been shown to retard the rate of hair
growth in non-clinical and clinical studies. Vaniqa has only
been studied on the face and adjacent involved areas under the
chin of affected individuals. Usage should be limited to these
areas of involvement. In controlled trials, Vaniqa provided
clinically meaningful and statistically significant improvement
in the reduction of facial hair growth around the lips and under
the chin for nearly 60% of women using Vaniqa. Vaniqa is not a
hair remover but complements other current methods of hair
removal such as electrolysis, shaving, depilatories, waxing, and
tweezing. The patient should continue to use hair removal
techniques as needed in conjunction with Vaniqa. Improvement in
the condition may be noticed within four to eight weeks of
starting therapy. Continued treatment may result in further
improvement and is necessary to maintain beneficial effects. The
condition may return to pre-treatment levels within eight weeks
following discontinuation of treatment. The most frequent
adverse events related to treatment with Vaniqa were skin-
related adverse events.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Women First HealthCare Inc. received $2.5 million of new capital
through a private placement of its common stock and has
completed agreements to obtain waivers of past defaults and
restructure the terms of both its $28.0 million principal amount
of senior secured notes and convertible redeemable preferred
stock issued to finance the company's acquisition of Vaniqa(R)
Cream.


WORLD AIRWAYS: Meets Final Nasdaq Continued Listing Requirements
----------------------------------------------------------------
World Airways, Inc., (Nasdaq: WLDAC) has been notified by Nasdaq
that it is in compliance with all requirements for continued
listing on The Nasdaq SmallCap Market, as set forth in the
Nasdaq Listing Qualifications Panel decision dated March 13,
2003. In accordance with that decision, the Company was required
to demonstrate a closing bid price of at least $1.00 per share
on or before May 19, 2003, and immediately thereafter evidence a
closing bid price of at least $1.00 per share for a minimum of
10 consecutive trading days.

The Company had a closing bid price of $1.09 per share on
Friday, May 23, having demonstrated a closing bid price of at
least $1.00 per share for 18 consecutive trading days. The
Company also demonstrated compliance with all other requirements
for continued listing on the Nasdaq SmallCap Market.
Accordingly, the Panel decided to continue the listing of the
Company's securities on the Nasdaq SmallCap Market, and the
hearing file has been closed. Also, effective with the opening
of business on Thursday, May 29, 2003, the Company's symbol will
be changed from WLDAC to WLDA.

Hollis L. Harris, World Airways' chairman and CEO, noted, "We
now have attained compliance with all of Nasdaq's listing
requirements. This is a major accomplishment, and the fact that
our stock price has crossed this hurdle and is moving in the
right direction reflects a multi-year, intense effort on the
part of the World Airways team to recover from the events of
September 11 and build a solid foundation for future growth."

He added, "We reported strong first-quarter results, and are
targeting profitability for a second consecutive year. We've
announced a string of positive news, including conditional
approval of a $27 million federal loan guarantee and a new $102
million passenger contract to fly to Afghanistan. Contract
backlog is growing, and we're encouraged about the potential of
our new business opportunities."

The Company was ranked # 32 in the Atlanta Journal-
Constitution's Georgia 100, an annual ranking of Georgia-based
companies that evaluates their overall business performance. The
list presents more than the typical ranking of companies by
revenue or market value, which tend to be biased in favor of
much larger companies. The Atlanta Journal-Constitution's list
ranks companies according to five weighted variables: revenue,
return on equity, year-over-year revenue change, change in
profit margin, and total return on investment. Each company is
ranked in each category and the totals are calculated to
determine the score. The lower the score, the higher the
ranking. The financial results were compiled by Pricewaterhouse
Coopers LLP.

Stated Harris, "This is the first time World has been included
in this ranking since our headquarters moved to Peachtree City
in May 2001.  We're honored to be on the list, and we'll work
hard to continue to improve our standing in the coming years."

Utilizing a well-maintained fleet of international range,
widebody aircraft, World Airways has an enviable record of
safety, reliability and customer service spanning more than 55
years.  The Company is a U.S. certificated air carrier providing
customized transportation services for major international
passenger and cargo carriers, the United States military and
international leisure tour operators.  Recognized for its modern
aircraft, flexibility and ability to provide superior service,
World Airways meets the needs of businesses and governments
around the globe.  For more information, visit the Company's Web
site at http://www.worldair.com

World Airways Inc.'s March 31, 2003 balance sheet shows a
working capital deficit of about $22 million, and a total
shareholders' equity deficit of about $22 million.


WORLDCOM INC: Wins Nod to Pull Plug on Rockville, Maryland Lease
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained the Court's
authority, pursuant to Sections 365(a) and 554 of the Bankruptcy
Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure,
to reject a lease, dated February 18, 2000, between MCImetro
Access Transmission Services LLC, as lessee, and TA/Western,
LLC, as lessor, the Debtors lease premises located at 4 Choke
Cherry Road in Rockville, Maryland.

As previously reported, the Lease commenced on December 15,
2000, and will expire by its terms on December 31, 2010.  The
Lease provides for $19,959 in monthly rental obligations.

Pursuant to the Agreement, the parties have agreed that:

  A. The Lease will be terminated and deemed rejected as of
     11:59 pm on March 31, 2003;

  B. On or prior to the Termination Date, MCI will surrender the
     Premises to the Lessor;

  C. Effective as of the Termination Date, MCI will abandon and
     surrender to the Lessor all personal property owned by MCI
     and its affiliates located within or on the Premises;

  D. After the Termination Date, the Lessor:

       (i) will be solely responsible for the care, maintenance
           and disposal of the Personal Property,

      (ii) releases MCI and its affiliates from and against all
           claims in connection with the care, maintenance and
           disposal of the Personal Property, and

     (iii) indemnifies MCI and any of its affiliates from and
           against all environmental claims relating to the
           care, maintenance and disposal of the Personal
           Property first arising on or after the Termination
           Date;

  E. The Lessor forever waives all obligations of MCI and claims
     and causes of action against MCI arising under or pursuant
     to the Lease, including, but not limited to, claims arising
     prior to the Petition Date, amounts payable under the terms
     of the Lease from and after the Termination Date or
     otherwise payable under Section 365(d)(3) of the Bankruptcy
     Code, and damage claims arising as a result of the
     termination or rejection of the Lease or thereafter,
     whether known or unknown; and

  F. To the extent the Lessor has filed any proofs of claims or
     interests in any of the Debtors' Chapter 11 cases with
     respect to amounts or other obligations owed or to be owed
     pursuant to the Lease, these claims and interests will be
     disallowed and expunged with prejudice effective as of the
     Termination Date.

By virtue of the Agreement, the Debtors and their estates are
relieved from future liability under the Lease which would
amount to over $2,076,000, including scheduled rent increases,
as well as from liability for a potential rejection damage claim
of more than $282,000. (Worldcom Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


XCEL: Continuing Performance Management Initiatives with pbviews
----------------------------------------------------------------
Panorama Business Views, the global leader in Performance
Management solutions, would like to congratulate Xcel Energy
Inc. on its continuous performance improvement efforts through
automating its Performance Management initiative with pbviews.
Xcel Energy Inc. is the fourth-largest provider of electricity
and natural gas energy services in the United States.

Xcel Energy is a strong advocate of Performance Management,
fostered by a passion to provide the best service possible. This
was the driving force behind selecting pbviews Performance
Management solution. Xcel Energy has enhanced its ability to
measure, manage, and monitor corporate and business unit key
performance indicators to support its 'management by fact'
commitment. pbviews also helps Xcel Energy's executives to keep
their fingers on the pulse of their business, monitor the
progress of their strategic objectives, and then implement the
activities needed to meet those goals.

"pbviews has been embraced enthusiastically among Xcel Energy's
executive leadership," said Gregory Sanchez, Corporate Business
Planning Project Manager/Consultant. "Various levels of
management are catching the vision of the tool's full capability
and we are convinced that it will be contagious! It has been
exciting to see our business unit presidents actually navigating
through the tool as part of their formal review processes. With
the broader deployment of this tool throughout our company, it
goes without saying that we will continue to count on Panorama's
resources and expertise."

"The company's name reflects its core value -- excellence in
energy products and services," said Michael Tipping, President
and CEO, Panorama Business Views. "Xcel Energy provides its
customers with the best in service, value and information to
enhance their professional and personal lives. Xcel Energy is
committed to satisfying its customers by continuously improving
its operations to be a low-cost, reliable, environmentally sound
energy provider. pbviews will lend a supporting hand in the
company's on-going focus on excellence and corporate
responsibility by allowing management to see the linkage and
progress of corporate priorities."

Xcel Energy Inc., whose senior debt is rated BB+ by Fitch
Ratings, is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
Formed by the merger of Denver-based New Century Energies and
Minneapolis-based Northern States Power Co., Xcel Energy
provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.7 million natural gas customers through its regulated
operating companies. In terms of customers, it is the fourth-
largest combination natural gas and electricity company in the
nation. Company headquarters are located in Minneapolis. More
information is available at http://www.xcelenergy.com

With its innovative software, a decade of practical expertise
and unparalleled customer support, only Panorama offers an end-
to-end Performance Management solution that is scalable to meet
the needs of any organization, today and in the future. With
over 300 Fortune 1000 and government customers, Panorama
Business Views continues to set the standard for Performance
Management. For additional information, visit
http://www.pbviews.com


XO COMMS: Nate Davis Resigns as President and COO
-------------------------------------------------
XO Communications, Inc. announced that Nate Davis has decided to
step down as President and Chief Operating Officer of the
Company.

Mr. Davis joined this company in January 2000 and has been a
leader in its transformation from a small carrier offering only
voice telecommunications services with annual revenues of
approximately $275 million into the nationwide provider of voice
and data services that XO is today - with $1.2 billion in annual
revenue and a broad and diversified product portfolio addressing
the communications needs of business customers of all sizes.

During XO's recently completed financial restructuring, Mr.
Davis assumed the leadership position in restructuring the
Company's operations to substantially reduce operating expenses
while maintaining revenues and setting XO on the path for system
and process integration to further enhance operating
efficiencies.

Mr. Davis is stepping down to pursue other business interests.
"I am confident I am leaving XO in good hands with its new CEO,
Carl Grivner," said Nate Davis. "Carl will keep XO operationally
focused allowing the Company to provide the innovative, high
quality services and products that position the Company as a
competitive force in the telecommunications industry."

XO Communications is a leading broadband communications service
provider offering a complete set of communications services,
including: local and long distance voice, Internet access,
Virtual Private Networking, Ethernet, Wavelength, Web Hosting
and Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in more than 60 markets throughout the
United States.

As reported in Troubled Company Reporter's April 2, 2003
edition, Fitch Ratings upgraded the senior secured debt ratings
of XO Communications to 'CCC-' from 'C'. Likewise, Fitch
withdraws all senior secured and unsecured ratings of XO.

This rating action was the result of XO's completion of its
reorganization plan, which was approved by the bankruptcy court
on January 16, 2003. As a result of this reorganization plan,
indebtedness at the company decreases from $5.1 billion to $500
million, represented by a secured credit facility. As of
December 31, 2002, XO had approximately $561 million of cash and
marketable securities, which the company estimates can provide
the necessary operational funding until breakeven free cash
flow. The rating of XO was based on public information. With the
rating withdrawal, Fitch will no longer be providing financial
analysis on this company.


* LeBoeuf Lamb Named U.S. Energy Law Firm of The Year
-----------------------------------------------------
The international law firm of LeBoeuf, Lamb, Greene & MacRae,
L.L.P. received the award for U.S. Energy Law Firm of the Year
at the 2003 Chambers Global Awards.

The award was presented to the Firm at the Grosvenor House Hotel
in London. Last year, the Firm won a similar award for North
American Law Firm of the Year in Power.

"We thank Chambers for awarding LeBoeuf this honor," said Steven
H. Davis, Co-Chairman of the Firm and head of the worldwide
Energy practice. "We are a recognized leader in energy and
utilities practice worldwide, and we offer our clients a unique
combination of corporate, regulatory and litigation expertise
combined with deep industry knowledge."

From 1999-2002, LeBoeuf served as primary outside counsel on
more U.S. M&A transactions in the energy and utilities
industries than any other law firm. In 2002 specifically,
LeBoeuf was involved with several major M&A transactions
including MidAmerican Energy Holdings Company's $1.88 billion
acquisition of Northern Natural Gas Company from Dynegy, E.ON's
EUR 1.9 billion acquisition of a majority interest in Ruhrgas AG
(U.S. counsel), National Grid Group plc's GBP 14.8 billion
merger of equals with Lattice Group plc (U.S. counsel) and
MidAmerican Energy Holdings Co.'s $960 million acquisition of
Kern River Gas Transmission Co. (Williams Cos. Inc.).

LeBoeuf, Lamb, Greene & MacRae, L.L.P. has more than 650 lawyers
practicing in 14 U.S. offices and in 10 countries overseas. Well
known as one of the preeminent legal services providers to the
insurance/financial services and energy and utilities
industries, the Firm has built upon these strengths to gain
prominence in corporate, information technology/intellectual
property, international, taxation, environmental, real estate,
bankruptcy, and litigation practices.


* Thompson & Knight LLP Combines with Tauil & Chequer in Brazil
---------------------------------------------------------------
Continuing its international expansion and focus on the energy
industry, Thompson & Knight LLP has formalized an association
with the Brazilian law firm of Tauil & Chequer, with offices in
Rio and Vitoria. In addition, two of Tauil & Chequer's
attorneys, Ivan Tauil and Alexandre Chequer, have become
partners of Thompson & Knight. Both firms are full-service law
firms with an energy focus. Earlier this year, Thompson & Knight
opened offices in Algiers and Paris, and recently expanded its
Monterrey, Mexico, office.

"Thompson & Knight has steadily increased its work on behalf of
clients in Latin America and, with the additional capabilities
of Tauil & Chequer, we now have a solid footprint in South
America," said Pete Riley, Managing Partner of Thompson &
Knight. "We know each other well and have worked together for
over two years in an informal alliance. Our association will
formalize the alliance and give us a foundation for growing our
practice capabilities in accordance with the needs of our
clients."

With more than 20 lawyers, Tauil & Chequer has focused on
developing its energy practice in Brazil and South America.
Thompson & Knight will now have approximately 400 lawyers
worldwide, with more than 100 lawyers practicing in the energy
sector.

"After working with some of the best energy law firms, we
decided that Thompson & Knight offered us what we needed -- the
most sophisticated practice and a similar client focus,"
observed Alexandre Chequer of Tauil & Chequer. "The two firms
have integrated our legal efforts in energy, finance,
bankruptcy, tax, and litigation with great success."

"Brazil is the engine of growth for South and Central America,
and we have witnessed an incredible growth in the private
sector," Tauil said. "With 170 million people and South
America's largest economy, Brazil is undergoing a rapid
transformation as it moves to deregulate and attract foreign
investment."

In addition to representing approximately half the large
publicly traded oil and gas companies in the United States,
Thompson & Knight has handled energy transactions in more than
50 countries and counsels national oil companies in South
America, Africa, and Asia. Among other international energy
initiatives, Thompson & Knight has an alliance with Randall &
Dewey, a Houston-based oil and gas transaction and advisory
service firm, to aid companies in managing their oil and gas
portfolios.

Andrew B. Derman, international practice group leader at
Thompson & Knight, said, "Although the energy sector is global,
it is also a small community. Clients need a global reach. We
are positioning ourselves to help them address cross-cultural
legal and commercial demands in an environment where the private
and public sectors are consolidating and national and quasi-
national government oil companies are expanding."

Founded in 1887, Thompson & Knight offers clients full-service
capabilities, including a global energy practice representing
public and private companies as well as host governments
worldwide. The Firm has approximately 400 attorneys with offices
and alliances in North America, South America, Europe, Africa,
and Asia.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  17.0 - 18.0      +2.0
Finova Group          7.5%    due 2009  40.5 - 41.5      +1.0
Freeport-McMoran      7.5%    due 2006  103  - 104        0.0
Global Crossing Hldgs 9.5%    due 2009   5.0 - 5.5       +1.5
Globalstar            11.375% due 2004  2.75 - 3.75      +1.0
Lucent Technologies   6.45%   due 2029  71.0 - 72.0      -1.0
Polaroid Corporation  6.75%   due 2002   7.0 - 8.0       +1.0
Terra Industries      10.5%   due 2005  92.0 - 94.0       0.0
Westpoint Stevens     7.875%  due 2005  19.0 - 20.0      +1.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.0

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***