TCR_Public/030603.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 3, 2003, Vol. 7, No. 108

                          Headlines

3DO COMPANY: Nasdaq Will Knock-Off Shares Effective June 9, 2003
AIR CANADA: Reaches Tentative Labor Cost Agreement with Pilots
AIR CANADA: Achieves Overall Labor Cost Realignment of $1.1 Bil.
AIR CANADA: Protocol for Exchange of Confidential Info Fixed
ALADDIN GAMING: Files Proposed Plan and Disclosure Statement

ALLIANCE TOBACCO: UST to Convene Sec. 341(a) Meeting on July 7
ALLIED HOLDINGS: Reaches Tentative Agreement With U.S. Teamsters
AVAYA INC: Reaches Three-Year Pact with Communications Workers
AVCORP INDUSTRIES: Mar. 31 Working Capital Deficit Tops C$27MM
BEA CBO 1998-2: S&P Places CCC- Class A-3 Rating on Watch Neg.

BEA CBO 1998-1: S&P Puts B Note Class Ratings on Watch Negative
BIOSECURE CORP: McKennon Wilson Resigns as Independent Auditors
CABLE SATISFACTION: First Quarter Net Loss Slides-Up to C$21MM
CAPCO AMERICA: Fitch Junks Class B-5 Series 1998-D7 Notes at CCC
CAN FIN'L: Will Record Q2 Charge Relating to 1995 Property Loss

CARR PHARMACEUTICALS: Has Until Month-End to File Schedules
COMDISCO INC: Board Declares Dividend to Common Shareholders
COOPERATIVE COMPUTING: Commences Tender Offer for 9% Notes
CWMBS INC: Fitch Rates Class B-3, B-4 Ser. 2003-24 Notes at BB/B
CWMBS INC: Fitch Rates Class B-3, B-4 Ser. 2003-18 Notes at BB/B

DE LOACH VINEYARDS: UST Sets First Creditors Meeting for June 20
DEVINE ENTERTAINMENT: Delays Filing of First Quarter Financials
DIMON INC: Successfully Completes Long-Term Debt Restructuring
ENCOMPASS SERVS.: Wants to Continue Wright Furlford's Engagement
ENRON CORP: Wind Debtors Wants Waldron Appointed as Wind Trustee

ENRON: EFS I's Voluntary Chapter 11 Case Summary
ENRON: EFS II's Voluntary Chapter 11 Case Summary
ENRON: EFS III's Voluntary Chapter 11 Case Summary
ENRON: EFS V's Voluntary Chapter 11 Case Summary
ENRON: EFS VI's Voluntary Chapter 11 Case Summary

ENRON: EFS VII's Voluntary Chapter 11 Case Summary
ENRON: EFS IX's Voluntary Chapter 11 Case Summary
ENRON: EFS X's Voluntary Chapter 11 Case Summary
ENRON: EFS XI's Voluntary Chapter 11 Case Summary
ENRON: EFS XII's Voluntary Chapter 11 Case Summary

ENRON: EFS XV's Voluntary Chapter 11 Case Summary
ENRON: EFS XVII's Voluntary Chapter 11 Case Summary
ENRON: EFS Holdings' Voluntary Chapter 11 Case Summary
ENRON: Enron Operations' Voluntary Chapter 11 Case Summary
ENRON: Jovinole Associates' Voluntary Chapter 11 Case Summary

ENRON: Omicron Enterprises' Voluntary Chapter Case Summary
FLEMING COS.: Wins Nod to Hire Kirkland Ellis as Lead Counsel
FOSTER WHEELER: S&P Takes Action over Going Concern Uncertainty
GASEL TRANSPORTATION: Files Chapter 11 Petition in Columbus, Oh.
GASEL TRANSPORTATION: Chapter 11 Case Summary

GENSCI REGENERATION: Resolves All Legal Disputes with Osteotech
GENUITY: Court OKs LeBoeuf Lamb's Engagement as Special Counsel
GLOBAL CROSSING: XO Comms. Offers to Acquire Assets for $700MM
GLOBAL CROSSING: April 2003 Consolidated Net Loss Tops $74 Mill.
GOLDRAY INC: Continuing Review of Various Strategic Alternatives

HARKEN ENERGY: Taps Petrie Parkman to Evaluate Strategic Options
HAWAIIAN AIRLINES: John Monahan Appointed as Chapter 11 Trustee
HAWKER RESOURCES: Generating Cash from Liquidation of Assets
HAYES LEMMERZ: Court Approves Miguel Romo as Mexican Counsel
HORIZON GROUP: Completes Restructuring of Three Defaulted Loans

IMX PHARMA.: Substantial Losses Raise Going Concern Doubt
INT'L DATASHARE: Needs Additional Funds to Continue Operations
J.B. POINDEXTER: Extends Exchange Offer for $12.50% Senior Notes
KAISER ALUMINUM: Inks New Century Aluminum Supply Contract
KCS ENERGY: Medallion Unit Resolves Legal Dispute over RSF Lease

KMART CORP: Asks Court to Deem Reclamation Claim as Admin. Claim
LAMAR MEDIA: Prices $125 Million of Senior Subordinated Notes
LD BRINKMAN: US Trustee to Convene Sec. 341(a) Meeting on June 4
LUCENT: Fitch Says $1.5-Billion Convertible Senior Debt is Junk
MAGELLAN HEALTH: Gets Open-Ended Lease Decision Period Extension

MERRILL LYNCH: Fitch Rates Class B-1 & B-2 Notes at Low-B Level
NATIONAL CENTURY: Motion to Appoint NPF XII SubPanel Draws Fire
NRG ENERGY: Enters into $752 Million Xcel Settlement Agreement
NTELOS INC: Files Disclosure Statement for Joint Plan of Reorg.
OWENS CORNING: Intends to Divest Brazil Unit's $42M Excess Funds

PANAVISION INC: S&P Affirms CCC Corporate Credit Rating
PAPER WAREHOUSE: Files for Chapter 11 Reorganization in Minn.
PAPER WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
PEM ELECTRICAL: Wants Nod to Hire Silverman Perlstein as Counsel
PENNEXX FOODS: Smithfield Foods Agree to Forbear Until June 18

PETALS INC: Look for Schedules and Statements by July 5, 2003
PREMCOR INC: Provides Update on Second Quarter Earnings Guidance
RESIDENTIAL ASSET: Fitch Rates 2 Note Classes at Low-BV Level
RESIDENTIAL ASSET: Fitch Rates 2 Ser. 2003-QS9 Classes at BB/B
SEITEL: Terminates Standstill Pact & Hires Jefferies as Advisor

SMARTSERV: Continues Efforts to Maintain Nasdaq SmallCap Listing
SMTC CORP: Fails to Maintain Nasdaq Minimum Listing Requirements
SPECTRASITE: Names Andy Christian to Lead Wireless Tower Project
SPIEGEL GROUP: Court Approves Pachulski Stang as Special Counsel
SURGILIGHT INC: GEM Converts $2MM of Conv. Debenture into Shares

TELEGLOBE INC: Completes Sale of Core Business for $125 Million
TENNECO AUTOMOTIVE: S&P Rates Proposed Senior Sec. Notes at CCC+
TRITON PCS: Amends Tender Offer for 11% Sr. Sub. Discount Notes
TRITON PCS: Prices $725 Million Senior Unsecured Notes Offering
UNITED AIRLINES: BofA Wants Payment for 1995-B Jets Admin. Costs

US AGGREGATES: Files Joint Plan & Disclosure Statement in Nevada
U.S. STEEL CORP: Appoints Karlos E. Abel as Director for Audit
VICWEST CORP: Canadian Court Extends CCAA Protection to June 13
VIRAGEN: Says Company Continues to Meet AMEX Listing Criteria
WEG ACQUISITIONS: S&P Assigns BB+ Rating to Planned $200M Loan

WEIRTON STEEL: Honoring Prepetition Workers' Compensation
WILLIAMS COS.: Completes Three Asset Sale Transactions for $663M
WILLIAMS: Closes $500 Million Exploration-and-Production Loan
WIRELESS NETWORKS: Terminates Operations Due to Lack of Funds
WORLDCOM INC: E. Stanley Kroenke to Acquire Douglas Lake Ranch

WORLDCOM INC: Pushing for Approval of SunTrust Bank Stipulation
WORTH MEDIA: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Wants Nod to Modify & Amend DIP Financing Agreement
XOMA LTD: Will Present Update at Needham & Co. Conference Friday

* Deloitte & Touche Taps New Leaders in Carolinas Practice
* Fitch Says Major US Airlines Face Heavy Debt Through 2006
* Kirkpatrick & Lockhart/Dallas Brings-In Gerrit M. Pronske

* Large Companies with Insolvent Balance Sheets

                          *********

3DO COMPANY: Nasdaq Will Knock-Off Shares Effective June 9, 2003
----------------------------------------------------------------
The 3DO Company (Nasdaq: THDO), a Delaware corporation,
announced that Nasdaq will delist the Company's common stock
from The Nasdaq Stock Market at the opening of trading on
June 9, 2003.

The delisting is related to the Company's filing of a voluntary
petition for relief under Chapter 11 of Title 11 of the United
States Code in the United States Bankruptcy Court for the
Northern District of California on May 28, 2003. Nasdaq notified
the Company that the securities will be delisted pursuant to
Nasdaq Marketplace Rules 4300 and 4450(f), which generally
provide that Nasdaq may exercise its discretionary authority to
delist securities if an issuer files for bankruptcy protection.
Nasdaq also cited concerns about the Company's ability to
maintain the continued listing requirements under Nasdaq
Marketplace Rule 4450. Additionally, the determination was based
upon Nasdaq Marketplace Rule 4310 for failure of the Company to
pay annual fees. Commencing on June 2, 2003, the trading symbol
for the Company's securities will be changed from THDO to THDOQ.
The 3DO Company is in the process of evaluating trading of its
common stock on the OTC Bulletin Board or in the pink sheets.

The 3DO Company, headquartered in Redwood City, Calif.,
develops, publishes and distributes interactive entertainment
software for personal computers, the Internet, and advanced
entertainment systems such as the PlayStation(R)2 computer
entertainment system, the Xbox(TM) video game system from
Microsoft, and the Nintendo GameCube(TM) and Game Boy(R) Advance
systems. More information about The 3DO Company and 3DO products
can be found on the Internet at http://www.3do.com


AIR CANADA: Reaches Tentative Labor Cost Agreement with Pilots
--------------------------------------------------------------
The Air Canada Pilots Association have come to a tentative
agreement with Air Canada on new contract provisions. The six-
year agreement has been pursued as part of Air Canada's
restructuring under the Companies' Creditors Arrangement Act.

The agreement, reached after a week of intense negotiations,
provides Air Canada with a significant contribution to the 770
million dollars in labor savings that the company had been
seeking.

"From day one, we have always said that Air Canada's pilots were
committed to see our company emerge from the restructuring
process as a stronger, more efficient airline, poised to be
competitive in an increasingly difficult market," said Captain
Don Johnson, President of the Air Canada Pilots Association.
"This agreement demonstrates that commitment."

No further information on the tentative agreement will be
released by ACPA until they have been able to inform the pilot
membership of the details of the contract. The agreement remains
subject to a ratification vote by ACPA's membership expected to
get underway in the near future.

Captain Don Johnson said: "It has been a long and arduous
process. No one is happy with a situation where salaries will be
cut, and jobs lost. However, our pilots realize the gravity of
the situation and are willing to do what it takes to help build
a new future for Air Canada. That is why ACPA is submitting this
agreement to our membership for ratification."

The Air Canada Pilots Association is Canada's largest
professional pilots group, representing the 3300 pilots flying
for Air Canada.


AIR CANADA: Achieves Overall Labor Cost Realignment of $1.1 Bil.
----------------------------------------------------------------
Air Canada confirmed it had reached a tentative agreement on
labor cost realignment with the Air Canada Pilots Association
representing its 3,150 mainline pilots. With this agreement Air
Canada will achieve an overall labor cost saving of $1.1 billion
annually on a consolidated basis.

"ACPA faced unique and complex issues and while the sacrifices
agreed to in the tentative labor agreement are painful, they are
unavoidable to secure Air Canada's future," said Robert Milton,
President and Chief Executive Officer.

Tentative agreements were reached earlier last week with the
International Association of Machinists and Aeropace Workers
representing 11,000 technical operations and airport ground
service personnel, CUPE representing 6,700 flight attendants,
the CAW Airline Division, representing 6,000 customer sales and
service agents and crew schedulers and CALDA, representing the
airline's 100 flight dispatchers. Tentative agreements were also
reached with all unions representing Air Canada Jazz employees -
the Airline Pilots Association, CALDA, CUPE and Teamsters
Canada.

"I salute Air Canada's union leadership for doing the right
thing under trying circumstances to ensure the survival of this
great airline," said Mr. Milton. "I recognize what a difficult
and unsettling time this has been for all of Air Canada's
employees. A successful ratification of all the tentative
agreements will establish the foundation to move forward with
lessors, lenders, key suppliers and other stakeholders.

"Mr. Justice Warren Winkler conducted an extremely disciplined
and focused mediation process which took account of the urgency
of reducing our costs immediately within CCAA. This successful
outcome could not have been achieved within the necessary
timeframe without his tireless efforts in addition to those of
Murray MacDonald of Ernst & Young, the Court-appointed Monitor.

"With this significant hurdle in our restructuring behind us, I
wish to reassure Air Canada's customers that it is business as
usual and I encourage them to continue booking Air Canada with
confidence," said Mr. Milton.

With the tentative agreements, the company will achieve $766
million (including benefits) in labor cost realignment at the
mainline carrier in addition to $120 million to be realized from
the non-unionized and management ranks. Additional cost savings
resulting from the realignment of the airline to a smaller
network are expected to generate $110 million. With the
tentative agreements in place, Air Canada Jazz will reduce labor
costs by $110 million for a total consolidated labor cost saving
of $1.1 billion.

The labor cost reductions will be achieved primarily through
productivity improvements including job reductions and wage
rollbacks. Details of the agreements reached by the individual
unions will be provided separately by the unions to their
membership. The agreements are subject to ratification. Air
Canada will initiate discussions in the coming days with its
unions outside of Canada with the objective of achieving
appropriate cost savings.


AIR CANADA: Protocol for Exchange of Confidential Info Fixed
------------------------------------------------------------
The Court-appointed Monitor has been working and continues to
work with Air Canada, the unions and other stakeholders to
balance the need for immediate access to information by the
stakeholders with the practical difficulties of gathering and
generating information and protecting that which is confidential
and proprietary to a public company of Air Canada's size.

In this regard, Ernst & Young President Murray A. McDonald
reports that the Monitor has reached an agreement with virtually
all of the principal stakeholders who did not sign Air Canada's
required confidentiality agreement on a workable definition of
confidential information and also to a structure for the
efficient controlled distribution of information and data.  This
process is continuing to evolve to meet the reasonable
requirements of the stakeholders and Air Canada's ability to
produce Confidential Information in the requested formats.

Air Canada has established, with the Monitor's assistance, a
data room in Montreal in which relevant forward-looking and
historical data has been deposited for a review by the
stakeholders.  The possibility of a virtual data room or a
second data room located in Toronto is being reviewed.

According to Mr. McDonald, confidentiality agreements have been
and continue to be executed by those parties wishing access to
the data room.  Those individuals who review Confidential
Information on the stakeholders' behalf -- principally their
representatives and advisors -- are required to acknowledge in
writing their acceptance of the terms of the confidentiality
agreement and their undertaking to abide by those terms. (Air
Canada Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ALADDIN GAMING: Files Proposed Plan and Disclosure Statement
------------------------------------------------------------
Aladdin Gaming, LLC filed its proposed Plan of Reorganization
and accompanying Disclosure Statement with the Bankruptcy Court
in Las Vegas, Nevada.  The papers were filed in accordance
with the sales process order issued by the Court on May 7, 2003.
The Plan and Disclosure Statement may be modified based on the
results of the sales process and to reflect the ultimate buyer
of the Aladdin Hotel & Casino.

Aladdin Gaming commenced its bankruptcy case on September 28,
2001, and announced shortly thereafter that it would sell the
Aladdin Hotel & Casino as a going concern.  All offers to
purchase the Hotel/Casino must be made in accordance with the
sales process order and received by Aladdin Gaming no later than
June 17, 2003, at 3:00 pm (PDT).  Parties interested in
acquiring the Hotel/Casino should contact Jeff Truitt, KPMG,
LLP, 213-630-2200.


ALLIANCE TOBACCO: UST to Convene Sec. 341(a) Meeting on July 7
--------------------------------------------------------------
The United States Trustee will convene a meeting of Alliance
Tobacco Corporation and its debtor-affiliates' creditors at 9:30
a.m. on July 7, 2003, in Hearing Room 1, 4th Floor, 1001 Center
Street, Bowling Green, Kentucky 42101.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Alliance Tobacco Corporation, leading seller of cheap
cigarettes, sells discount brands such as DTC, Durant, GT One,
and Palace. The Company filed for chapter 11 protection on
May 13, 2003 (Bankr. W.D. Ky. Case No. 03-11030). Cathy S. Pike,
Esq., at Weber & Rose, PSC represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated assets of over $1
million and estimated debts of over $10 million.


ALLIED HOLDINGS: Reaches Tentative Agreement With U.S. Teamsters
----------------------------------------------------------------
Allied Holdings, Inc. (Amex: AHI) announced that subsidiaries of
its Allied Automotive Group have reached a tentative agreement
on a five-year contract with their employees represented by the
Teamsters Union in the United States. Terms of the new agreement
are subject to ratification by the Company's U.S. employees
who are represented by the Teamsters.  A ratification vote is
expected within the next few weeks.  The new contract will cover
approximately 4,300 drivers, mechanics and yard personnel in the
United States.  These employees represent approximately 70
percent of Allied Holdings employees.

Economic provisions of the new agreement include a wage freeze
for the first two years of the agreement and also include wage
increases of approximately 2 percent on June 1, 2005, 2 percent
on June 1, 2006, and an additional 2.5 percent on June 1, 2007.
The agreement provides for increases in health, welfare and
pension contributions during each year of the agreement.

The economic provisions of the contract will increase the
Company's U.S. Teamster labor costs approximately 1.1 percent in
year one of the agreement, 1.3 percent in year two, 2.5 percent
in year three, 2.5 percent in year four, and 3.0 percent in year
five of the agreement.

In addition to the economic provisions, the agreement contains
key changes in work-rule provisions that provide increased
flexibility in the Company's operations in order to meet
evolving client expectations and potentially improve the
Company's ability to compete for new business. The remaining
carhaul companies operating in the U.S. with employees
represented by the Teamsters are signatories to the new
agreement and will operate under the same contractual provisions
as Allied Automotive Group.

In a related matter, the contract the Company's subsidiary,
Allied Systems (Canada) Company, negotiated with the Teamsters
Union in Eastern Canada earlier this year provided that wages in
the first two years of the Eastern Canada agreement would be
increased by an amount equivalent to the negotiated percentage
increases in the first two years of the U.S. Teamsters
agreement. Since wages were frozen for the first two years of
the U.S. Teamster agreement, wages will remain frozen for the
first two years of the Teamster agreement in Eastern Canada.
The agreement in Eastern Canada is for a three year term ending
October 31, 2005.

Commenting on the announcement, Hugh E. Sawyer, Allied's
President and Chief Executive Officer said, "We are pleased to
have concluded negotiations with our U.S. Teamsters without a
labor disruption and are guardedly optimistic that our agreement
with the Teamster negotiating committee will be ratified by the
rank and file members."

Mr. Sawyer added, "Allied's agreement to provide increased
health, welfare and pension contributions will allow our
employees the security of outstanding medical and pension
benefits for the next five years.  Moreover, employee benefits
are a key component of Allied's strategy to attract and retain
the highly experienced carhaul drivers, mechanics and yard
personnel who work tirelessly to serve our clients.  Allied's
U.S. Teamster labor costs will increase over the term of the
agreement. However, the average yearly increase is substantially
less than the average yearly cost increases of approximately 3
percent previously negotiated by the industry.  Further, the
five year contract term stabilizes Allied's U.S. Teamster labor
agreement during a critical phase of the Company's turnaround."

Mr. Sawyer concluded, "We have established two years of wage
freezes and key elements of work-rule flexibility that should
ultimately enhance our ability to remain the industry leader.
Allied will continue to face significant challenges as we strive
to complete a difficult turnaround. However, this agreement is
an important step in the Company's ongoing revitalization
effort."

Allied Holdings, Inc. is the parent company of several
subsidiaries engaged in providing distribution and
transportation services of new and used vehicles to the
automotive industry.  The services of Allied's subsidiaries span
the finished vehicle distribution continuum, and include car-
hauling, intramodal transport, inspection, accessorization, and
dealer prep.  Allied, through its subsidiaries, is the leading
company in North America specializing in the delivery of new and
used vehicles.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its 'B' corporate credit rating on automobile
transporter Allied Holdings Inc., and at the same time, removed
the ratings from CreditWatch. The action reflected Allied
Holdings' announcement that it had refinanced an unrated $230
million revolving credit facility and $40 million in unrated
subordinated debt.

Allied Holdings, based in Decatur, Ga., is the largest North
American motor carrier of new and used automobiles and light
trucks. The company has about $370 million in debt and operating
leases.


AVAYA INC: Reaches Three-Year Pact with Communications Workers
--------------------------------------------------------------
The Communications Workers of America has reached a tentative
three-year agreement with Avaya that provides wage and pension
improvements, protects retiree health care and enhances
employment security, among other gains.

The agreement covers about 5,000 workers at the company.  The
contract expired May 31, but the parties continued to negotiate
past expiration to reach the tentative agreement.  Workers had
voted overwhelmingly to authorize a strike if a fair contract
could not be reached.

CWA Vice President Ralph Maly, who heads CWA's communications
and technologies sector and who led the union's bargaining team,
said the agreement achieves what CWA set out to accomplish.  He
commended the bargaining committee for bringing in an agreement
that addresses workers' key concerns.

The settlement retains the variable workforce agreement and
includes other gains in employment security.  It provides for a
three percent wage increase in each year of the three-year
contract, a three-percent yearly increase in pension bands and
safeguards for retiree health coverage.  In return, CWA agreed
to some sharing of health care costs, but there is no shifting
of any premium costs to workers or retirees.

Maly said the mobilization effort by CWA members was a major
factor in bringing the negotiations to a successful conclusion.
CWA will hold contract explanation meetings to answer questions
about the proposed settlement; the membership ratification vote
will take place within the next four to six weeks.

Avaya Inc., whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $25 million, designs,
builds and managers communications networks for more than one
million businesses around the world, including 90 percent of the
Fortune 500(R).  A world leader in secure and reliable Internet
Protocol telephony systems, communications software applications
and services, Avaya is driving the convergence of voice and data
application across IT networks, enabling businesses large and
small to leverage existing and new networks to enhance value,
improve productivity and gain competitive advantage.  For more
information visit the Avaya Web site: http://www.Avaya.com

DebtTraders reports that Avaya Inc.'s 11.125% bonds due 2009
(AV09USR1) are trading slightly above par at 108. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=AV09USR1for
real-time bond pricing.


AVCORP INDUSTRIES: Mar. 31 Working Capital Deficit Tops C$27MM
--------------------------------------------------------------
Avcorp Industries Inc. (AVP on the Toronto Stock Exchange)
announced results for the quarter and three months ended
March 31, 2003. (All amounts are expressed in Canadian dollars,
unless specified otherwise).

            Management Discussion and Analysis

First quarter results for 2003 are presented on an interim,
unaudited basis.

Financial Overview

Revenues for the quarter were $13.2 million, representing a
decrease of 14.5% or $2.2 million from the same quarter in 2002,
as customers rescheduled orders in line with changing aircraft
delivery schedules. Bombardier Aerospace and the Boeing
Commercial Airplane Group are the Company's two principal
customers which accounted for 87.3% of the quarter's revenues.

Cost of goods sold for the quarter was 94.3% of revenue,
compared to 83.8% in the same period last year, reflecting fixed
overhead and product mix changes as orders were rescheduled at
different rates by customers.

Administrative and general expenses for the quarter were 14.5%
of revenue compared to 9.7% in the same period last year,
primarily due to financing fees and legal costs.

EBITDA was a loss of $1.2 million; a $2.2 million reduction in
EBITDA from the same quarter in fiscal 2002. This was the direct
result of customers rescheduling deliveries to reflect current
economic conditions.

The Company ended the quarter with a bank balance of $421,000
compared to the bank facility of $6.0 million at December 31,
2002.

Cash utilization from operating activities was $644,000 for the
quarter compared to cash provided of $378,000 for the same
quarter last year. This cash utilization arose primarily from
operating losses although continued focus on working capital
provided more cash than from working capital in the same quarter
last year.

Cash flows from financing activities provided $925,000 as
compared to a use of $1.3 million during the same quarter last
year. In February 2003, the Company paid its former bank
approximately $12.5 million, repaying its indebtedness in full.
Concurrently, the Company obtained short-term financing from a
chartered bank in the amount of $12.0 million along with $1.1
million in short-term loans from major shareholders. The Company
continues to progress towards finalization of its financial
restructuring plan.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $27 million.

Operations Overview

In the first quarter, the Company continued to meet delivery and
quality performance requirements, and improved productivity and
supply chain management.

As at March 31, 2003, order backlog is $474 million.

Avcorp Industries Inc. is a Canadian aerospace industry
manufacturer. The company is a single-source supplier for
engineering design, manufacture and assembly of subassemblies
and complex major structures for aircraft manufacturers.


BEA CBO 1998-2: S&P Places CCC- Class A-3 Rating on Watch Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC-' rating on
the class A-3 notes issued by BEA CBO 1998-2 Ltd., co-issued by
BEA CBO 1998-2 (Delaware) Corp., and managed by Credit Suisse
Asset Management, on CreditWatch with negative implications. At
the same time, the 'AAA' ratings on the class A-1L, A-1, and A-2
notes are affirmed, based on a financial guarantee insurance
policy issued by Financial Security Assurance Inc.

The CreditWatch placement of the class A-3 notes reflects
factors that have negatively affected the credit enhancement
available to support the notes since the last rating action was
taken in September 2002. These factors include continuing par
erosion of the collateral pool securing the rated notes, a
decline in the credit quality of the performing assets in the
collateral pool, and a decline in the interest from the
collateral pool available for hedge and interest payments on the
liabilities.

According to the May 2, 2003 trustee report, the transaction is
carrying an aggregate of $60.95 million in defaults. As a result
of asset defaults, the overcollateralization ratios for the
transaction have deteriorated. According to the May report, the
class A overcollaterization ratio was at 88.24%, compared to the
required ratio of 115%, and compared to its ratio of 98.05% at
the time of the September 2002 rating action.

The transaction is currently failing three out of four
categories in Standard & Poor's issuer rating distribution test.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for BEA CBO 1998-2 Ltd. to determine the
level of future defaults the class A-3 notes can withstand under
various stressed default timing and interest rate scenarios
while still paying all of the interest and principal due on the
notes. The results of these cash flow runs will be compared with
the projected future default performance of the performing
assets in the collateral pool to determine whether the rating
currently assigned to the class A-3 notes remains consistent
with the amount of credit enhancement available to support the
notes.

                 ON CREDITWATCH NEGATIVE

                       Rating
        Class     To               From     Balance ($ mil.)
        A-3       CCC-/Watch Neg   CCC-                 20.0

                     RATINGS AFFIRMED

        Class         Rating          Balance ($ mil.)
        A-1L          AAA                        10.5
        A-1           AAA                        71.0
        A-2           AAA                       100.0


BEA CBO 1998-1: S&P Puts B Note Class Ratings on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the
class A-2A and A-2B notes issued by BEA CBO 1998-1 Ltd., co-
issued by BEA CBO 1998-1 (Delaware) Corp. and managed by
Prudential Investment Management Inc., on CreditWatch with
negative implications. Prudential Investment Management Inc.
assumed management of this transaction in September 2002. The
rating on the class A-3 notes was previously lowered in
September 2002.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the last rating action was taken in September 2002. 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.

According to the May 2, 2003, trustee report, the deal is
carrying an aggregate of $59.36 million in defaults. As a result
of asset defaults, the overcollateralization ratios for the
transaction have deteriorated. According to the May report, the
class A overcollaterization ratio was at 85.96%, versus the
required ratio of 121%, and compared to its ratio of 95.59% at
the time of the last rating action.

The transaction is currently failing three out of four
categories in Standard & Poor's issuer rating distribution test.

The deal has paid down all of the class A-1 notes during the
December 2002 payment date.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for BEA CBO 1998-1 Ltd. to determine the
level of future defaults the class A-2A and A-2B notes can
withstand under various stressed default timing and interest
rate scenarios while still paying all of the interest and
principal due on the notes. The results of these cash flow runs
will be compared with the projected future default performance
of the performing assets in the collateral pool to determine
whether the rating currently assigned to the class A-2A and A-2B
notes remains consistent with the amount of credit enhancement
available to support the notes.

             RATINGS PLACED ON CREDITWATCH NEGATIVE

                      Rating              Balance
        Class    To            From      ($ mil.)
        A-2A     B/Watch Neg   B          178.74
        A-2B     B/Watch Neg   B           31.24

                    OTHER OUTSTANDING RATING

                Class   Rating    Balance ($ mil.)
                A-3     CC                  26.00


BIOSECURE CORP: McKennon Wilson Resigns as Independent Auditors
---------------------------------------------------------------
On or about October 17, 2002, the firm of McKennon, Wilson &
Morgan LLP notified BioSecure Corp. of their intentions to
resign as independent auditors. Effective April 21, 2003, the
firm of McKennon, Wilson & Morgan LLP was released as
independent auditors of BioSecure Corp. The accounting firm of
Davis Accounting Group P.C. was engaged by the Company to serve
as the principal accountants to audit the Company's financial
statements.

The audit reports of McKennon, Wilson & Morgan LLP for the years
ended March 31, 2000 and 2001 were modified as to uncertainty as
follows:

     "The accompanying financial statements have been prepared
assuming that the Company will continue as a going
concern...[T]he Company has incurred operating losses, and it
has excess current liabilities over current assets, as well as a
shareholders' deficit. These conditions raise substantial doubt
about its ability to continue as a going concern...The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."


CABLE SATISFACTION: First Quarter Net Loss Slides-Up to C$21MM
--------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A), a provider
of fixed alternative direct broadband communications services in
Portugal through its subsidiary Cabovisao, announced its
financial and operating results for the first quarter ended
March 31, 2003. All amounts are presented in Canadian dollars
unless indicated otherwise.

HIGHLIGHTS

- Total revenue generating units increased 39% to 512,430
  compared to 368,901 as of March 31, 2002.

- Blended average revenue per subscriber connection for
  residential services was (euro)34.22 ($55.46) for the quarter
  ended March 31, 2003 compared to (euro)26.77 ($42.68) for the
  quarter ended March 31, 2002. ARPU for business services was
  (euro)55.54 ($90.01) for the quarter ended March 31, 2003
  compared to (euro)44.49 ($62.21) for the quarter ended
  March 31, 2002.

- Operating revenue increased 90% to $40.0 million compared to
  $21.0 million in the first quarter of 2002.

- Net loss was $20.9 million ($0.23 per share) compared to
  $18.5 million ($0.22 per share) in 2002.

             MANAGEMENT'S DISCUSSION AND ANALYSIS

All of the Company's operating revenue and the major portion of
its operating expenses originate in Portugal and are recorded in
euros. The Company's financial statements are presented in
Canadian dollars. As of March 31, 2003 and 2002, the exchange
rates for the Canadian dollar and euro were (euro)1.00 equals
$1.6018 and (euro)1.00 equals $1.3820, respectively. As of
December 31, 2002 and 2001, the exchange rates for the Canadian
dollar and euro were (euro)1.00 equals $1.6564 and (euro)1.00
equals $1.4184, respectively.

SIGNIFICANT EVENTS

As of December 31, 2002, Cabovisao was in default of certain
financial and operational covenants under its credit facility.
The credit facility consisted of a fully drawn Secured Term Loan
of (euro)100 million ($160.2 million as of March 31, 2003) that
matured on December 31, 2002 and undrawn Secured Revolving
Advances of (euro)260 million ($416.5 million as of March 31,
2003). On the maturity date, the credit facility allowed the
Secured Term Loan to be converted into Secured Revolving
Advances, the availability of which was subject to certain
financial covenants and conditions. The Secured Revolving
Advances were cancelled on December 19, 2002 and such conversion
did not occur.

On December 31, 2002, the Company obtained waivers with respect
to Cabovisao's non-compliance with certain financial and
operational covenants of the Secured Term Loan and an extension
of the maturity date until January 31, 2003. Further extensions
were subsequently granted until June 11, 2003, all subject to
certain conditions.

On January 24, 2003, the Company amended its credit facility
providing Cabovisao with immediate access to a (euro)14 million
($22.5 million as of March 31, 2003) liquidity line, subject to
certain conditions. Such financing has allowed Cabovisao to fund
operations and maintain customer acquisition activities on a
limited basis in 2003.

On March 1, 2003, the Company did not make the semi-annual
interest payment on its US$155 million ($228 million as of
March 31, 2003) Senior Notes. The grace period with respect to
such payment expired on March 31, 2003 without such payment
having been made, constituting an event of default.

Given this context, there is significant uncertainty regarding
the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments
to the amounts and classifications of the assets and liabilities
that might be necessary should the Company be unable to continue
as a going concern.

                    RESULTS OF OPERATIONS

RGUs and operating revenue were significantly higher in the
first quarter of 2003 compared to the same period last year.

Operating Revenue

Total operating revenue in the first quarter of 2003 increased
90% to $40.0 million compared to $21.0 million in the same
period last year. The higher operating revenue reflects mainly
subscriber growth for all services and increased blended ARPU.
Total RGUs rose 39% to 512,430 compared to 368,901 at the end of
the first quarter in 2002. RGUs represent the number of services
purchased by subscribers.

The blended ARPU was (euro)34.22 ($55.46) for the quarter ended
March 31, 2003 compared to (euro)26.77 ($42.68) for the quarter
ended March 31, 2002. This increase reflects mainly an increase
in the number of services per subscriber to more than 2.0 for
the first quarter of 2003 compared to approximately 1.88 for the
first quarter last year.

Operating revenue from cable television services, including pay
TV, was up 66% to $18.8 million compared to $11.4 million for
the first quarter of 2002. High-speed Internet revenue rose 158%
to $9.4 million compared to $3.6 million. Telephony revenue
increased 95% to $11.7 million compared to $6.0 million.

Business services totaled 18,519 RGUs compared to 6,990 in the
first quarter of 2002. ARPU per business customer was
(euro)55.54 ($90.01) for the quarter ended March 31, 2003
compared to (euro)44.49 ($62.21) for the quarter ended March 31,
2002.

On a sequential basis compared to the fourth quarter of 2002,
operating revenue was up 4% and RGUs increased slightly,
reflecting the disconnection of customers in arrears prior to
the first billing cycle in 2003, representing a reduction of
12,572 RGUs. As a result, the Company began the 2003 fiscal year
with 492,750 RGUs.

Direct Costs

Direct costs totaled $18.0 million compared to $11.9 million in
the first quarter of 2002. The increase in dollar amount
reflects subscriber growth in all services. Direct costs include
mainly programming costs for basic cable television and pay TV
services, as well as interconnection costs related to high-speed
Internet and telephony services.

As a percentage of operating revenue, direct costs declined to
45% compared to 57% in the first quarter last year. This
reflects lower programming costs for cable television services,
reduced interconnection costs and a more favourable call
termination pattern.

Gross Margin

Gross margin increased to $22 million compared to $9.1 million
in the first quarter of 2002. The gross margin percentage
improved to 55% compared to 43% in the year-ago period,
reflecting the factors mentioned above.

Operating and Administrative Expenses

Operating and administrative expenses were $12.3 million
compared to $10.2 million in the first quarter of 2002. The
modest increase relative to the greater scale of operations
reflects cost control efforts.

As a percentage of operating revenue, operating and
administrative expenses declined to 31% compared to 49% in 2002.
Operating and administrative expenses for both years reflect a
new accounting policy for development costs adopted
retroactively in the third quarter of 2002. Under this new
policy, the Company is expensing a higher proportion of sales
and marketing expenses as incurred, thereby reducing the
proportion of such expenses that were capitalized under the
previous accounting policy.

EBITDA

Earnings before interest, taxes, amortization and depreciation
(EBITDA) were $9.1 million compared to negative EBITDA of $2.2
million in the same quarter last year. EBITDA is a key measure
used by management to evaluate the Company's financial
performance.

EBITDA should not be considered a measure of financial
performance under generally accepted accounting principles. It
should not be used in isolation or as an alternative to net
income (loss) cash flows from operations, investing and
financing activities, or other financial statement data
presented in the consolidated financial statements as indicators
of financial performance or liquidity. Because EBITDA is not a
GAAP measurement, EBITDA as presented may not be comparable to
other similar titled measures of other companies.

Depreciation and Amortization

Reflecting mainly the significant investment in network build-
out during the past three years, depreciation and amortization
increased to $20.3 million compared to $8.4 million in the first
quarter of 2002.

Other Revenue (Expenses)

Financial expenses totaled $16.0 million compared to $7.6
million in the same period in 2002. The increase reflects mainly
interest on the Secured Term Loan. As well, the Company recorded
restructuring and other related expenses of $2.3 million in the
first quarter of 2003, mainly for professional fees related to
its financial restructuring. These increases were partially
offset by a foreign exchange gain of $8.4 million in the latest
quarter, reflecting mainly the impact of the appreciation of the
euro against the U.S. dollar on the Senior Notes. As a result,
other expenses totaled $9.7 million compared to $7.8 million in
the first quarter last year.

Net Loss and Net Loss per Share

Net loss in the first quarter of 2003 was $20.9 million,
compared to a net loss of $18.5 million in the same quarter last
year. The weighted average number of outstanding multiple voting
shares and subordinate voting shares increased to 91,367,967
compared to 85,310,600 in the year-ago period.

                         BALANCE SHEETS

Total assets decreased to $578.1 million as of March 31, 2003
compared to $607.0 million as of December 31, 2002. This
reflected mainly a decrease in capital assets to $496.9 million
compared to $521.3 million at the end of 2002, as depreciation
during the quarter was higher than acquisitions of capital
assets.

               LIQUIDITY AND CAPITAL RESOURCES

The Company used net cash of $11.2 million in investing
activities compared to $62.6 million in the first quarter of
2002. This decline reflects a lower level of network
construction due to reduced cash availability.

Financing activities generated $22.8 million compared to $88.6
million in the first quarter last year. The Company obtained a
(euro)14 million (22.5 million as of March 31, 2003) liquidity
line from its bankers in January 2003 through an amendment to
its Secured Term Loan. In the first quarter of 2002, the Company
raised net proceeds of $45.3 million at the corporate level
through the issuance of subordinate voting shares and Cabovisao
drew $43.2 million under its credit facility.

                         FUTURE OUTLOOK

The Company held cash and cash equivalents of $11.2 million as
of March 31, 2003. The Company requires additional capital to
fund network expansion and acquire new customers. Its ability to
continue as a going concern is dependent upon its ability to
generate positive net income and positive cash flow in the
future, and on the continued availability of financing.

The Company has formed a Special Committee of its Board of
Directors to review and evaluate the alternatives of the Company
with a view to reduce its financing costs and improve its
liquidity. These may take the form of a debt restructuring,
recapitalization, potential capital infusion, or other types of
transactions, including court supervised reorganization. The
Company has retained the services of a financial advisor to
assist the Board of Directors in this mandate.

The Company is currently in discussions with its existing
secured bank lenders, suppliers, potential investors, as well as
an ad hoc committee of noteholders. There can be no assurance as
to the outcome of such discussions.

Financial Statements

The Company's financial statements and accompanying notes for
the quarter ended March 31, 2003 are available in PDF format on
SEDAR and on its Web site.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao -
Televisao por Cabo, S.A. provides cable television services,
high-speed Internet access, telephony and high-speed data
transmission services to homes and businesses in Portugal
through a single network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".


CAPCO AMERICA: Fitch Junks Class B-5 Series 1998-D7 Notes at CCC
----------------------------------------------------------------
Fitch Ratings upgrades CAPCO America Securitization Corp.'s
commercial mortgage pass-through certificates, series 1998-D7
$62.3 million class A-2 certificates to 'AA+' from 'AA' and
$68.5 million class A-3 to 'A+' from 'A'. At the same time,
Fitch downgrades $15.6 million class B-5 to 'CCC' from 'B-'. The
following certificates are affirmed by Fitch: $154.4 million
class A-1A, $632.3 million class A-1B, and interest-only class
PS-1 at 'AAA'; $59.2 million class A-4 at 'BBB'; $21.8 million
class A-5 at 'BBB-'; $31.1 million class B-1 at 'BB+'; $28
million class B-2 at 'BB'; $15.6 million class B-3 at 'BB-'; and
$24.9 million class B-4 at 'B'. The $15.6 million class B-6 and
$714 class B-6H certificates are not rated by Fitch. The rating
actions follow Fitch's annual review of the transaction, which
closed in September 1998.

The upgrades to classes A-2 and A-3 reflect increases in
subordination levels due to loan amortization, payoffs, and
defeasance. The downgrade to class B-5 is attributed to the
anticipated losses on several specially serviced loans.

Five loans (1.7%) are currently being specially serviced by
Lennar Partners, Inc., four (1.4%) of which Fitch expects to
result in approximately $10 million of losses to the
certificates leaving minimal credit support to the B-5 class.
Three of the loans (1.1%) are secured by multi tenant retail
properties previously occupied by Kmart or Heilig Meyers.
Another loan (0.3%) expecting losses is secured by a health care
property with the borrower in Chapter 7.

As of the May 2003 distribution date, the pool's aggregate
certificate balance has been reduced by 9.3% to $1.13 billion
from $1.25 billion at issuance. Five loans (4% of pool) have
been defeased, including The Banyan Pool I loan (3%).

CapMark Services, L.P., the master servicer, collected year-end
2002 financials for 87% of the non-defeased, non-credit tenant
leases loans. The CTL and the defeased loans are not required to
report financials. The YE 2002 weighted average debt service
coverage ratio for those loans with financials remains strong at
1.59 times compared to 1.65x as of YE 2001 and up from 1.42x at
issuance.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Under these stress
scenarios required subordination levels justify the upgrades to
the senior classes and the downgrade to the junior class. Fitch
will continue to monitor this transaction, as surveillance is
ongoing.


CAN FIN'L: Will Record Q2 Charge Relating to 1995 Property Loss
---------------------------------------------------------------
CNA Financial Corporation (NYSE:CNA) announced that its
Specialty Lines segment expects to record an after-tax charge of
approximately $49 million in the second quarter of 2003 in
connection with a recent adverse arbitration decision involving
a single large property and business interruption loss. The
decision was rendered against an insurance pool in which CNA was
a former participant. The loss was caused by a fire which
occurred in 1995. Further details will be provided when they are
publicly available.

"We are disappointed and surprised by the arbitration decision,"
said Stephen W. Lilienthal, Chairman and Chief Executive Officer
of the CNA insurance companies. "In our experience it is highly
unusual for a property loss of this nature to have such adverse
development so long after the loss event."

CNA is the country's fourth largest commercial insurance writer,
the 11th largest property and casualty company and the 51st
largest life insurance company. CNA's insurance products include
standard commercial lines, specialty lines, surety, reinsurance,
marine and other property and casualty coverages; life and
accident insurance; group long term care, disability and life
insurance; and pension products. CNA services include risk
management, information services, underwriting, risk control and
claims administration. For more information, visit CNA at
http://www.cna.com CNA is a registered service mark, trade name
and domain name of CNA Financial Corporation.

                           *     *     *

As reported in Troubled Company Reporter's November 25, 2002
edition, A.M. Best Co., affirmed the financial strength ratings
of the wholly-owned insurance subsidiaries of CNA Financial
Corporation (Chicago, IL).

Additionally, A.M. Best has affirmed the "bbb" debt rating on
CNA Financial Corporation's existing debt securities, a rating
of AMB-2 to the commercial paper program and indicative ratings
to corporate securities under a $600 million shelf registration
filed in 1999. These indicative ratings include "bbb" on senior
unsecured debt, "bbb-" on subordinated debt, "bb+" on trust
preferred securities and "bb+" on preferred stock.


CARR PHARMACEUTICALS: Has Until Month-End to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Carr Pharmaceuticals, Inc., and its debtor-affiliates an
extension of time to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtors have until June 30, 2003 to
file these documents.

Carr Pharmaceuticals, Inc., an affiliate of Miza
Pharmaceuticals, Inc., a pharmaceutical contract manufacturing
company, filed for chapter 11 protection on May 23, 2003 (Bankr.
N.J. Case No. 03-27366).  Michael G. Menkowitz, Esq., and
Magdalena Schardt, Esq., at Fox Rothschild LLP, represent the
Debtors in their restructuring efforts.


COMDISCO INC: Board Declares Dividend to Common Shareholders
------------------------------------------------------------
Comdisco Holding Company, Inc.'s (OTC:CDCO) Board of Directors
has declared a cash dividend of $14.30 per share on the
outstanding shares of its common stock, payable on June 19, 2003
to common stockholders of record on June 9, 2003. Comdisco
Holding Company has approximately 4.2 million shares of common
stock outstanding. Mellon Investor Services will serve as paying
agent for the dividend to common stockholders. Comdisco intends
to treat this distribution for income tax purposes as one in a
series of liquidating distributions in complete liquidation of
the company.

Comdisco's First Amended Joint Plan of Reorganization, which
became effective on August 12, 2002, requires that holders of
Comdisco's contingent distribution rights (OTC: CDCOR) be
entitled to share in proceeds realized from the company's assets
once certain minimum recovery thresholds are achieved. After
giving effect to the dividend announced today and to the
distribution from the company's disputed claims reserve made on
May 15, 2003, the recovery to Comdisco's general unsecured
creditors will be approximately 89 percent. As a result, the
company also announced today that it will make a cash payment of
$.01621 per right on the contingent distribution rights, payable
on June 19, 2003 to contingent distribution rights holders of
record on June 9, 2003. Comdisco Holding Company has
approximately 152.8 million contingent distribution rights
outstanding. Mellon Investor Services will serve as paying agent
for the payment to holders of contingent distribution rights.
The aggregate cash payment to a particular holder of record of
contingent distribution rights will be rounded to the nearest
$0.01 (up or down), with $0.005 being rounded down.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money the remaining assets of the
corporation in an orderly manner. Rosemont, IL-based Comdisco --
http://www.comdisco.com-- provided equipment leasing and
technology services to help its customers maximize technology
functionality and predictability, while freeing them from the
complexity of managing their technology. Through its former
Ventures division, Comdisco provided equipment leasing and other
financing and services to venture capital backed companies.


COOPERATIVE COMPUTING: Commences Tender Offer for 9% Notes
----------------------------------------------------------
Cooperative Computing, Inc. (CCITRIAD) has commenced a tender
offer for any and all of its $100 million aggregate principal
amount of 9% Senior Subordinated Notes due 2008.  In conjunction
with the tender offer, noteholder consents are being solicited
to effect certain amendments to the indenture governing the
notes.

The purchase price of 100% of the principal amount of the notes
will be paid for notes validly tendered and accepted for
purchase, as well as accrued and unpaid interest up to, but not
including, the payment date.  The tender offer is scheduled to
expire at 11:59 p.m., New York City time on June 26, 2003,
unless extended.  Noteholders who provide consents to the
proposed amendments will receive a consent payment of $22.50 per
$1,000 principal amount of notes tendered and accepted for
purchase pursuant to the offer if they provide their consents on
or prior to 5:00 p.m., New York City time, on June 12, 2003,
unless such date is extended.  The total consideration for notes
tendered with consents and not withdrawn prior to the expiration
of the consent period will be $1,022.50 per $1,000 principal
amount of notes tendered.

The obligations to accept for purchase and to pay for notes in
the tender offer is conditioned on, among other things, the
following:

    -- there being validly tendered and not validly withdrawn a
       majority in aggregate principal amount of the outstanding
       notes,

    -- the execution of a supplemental indenture to the
       indenture governing the notes, following receipt of
       consents to the proposed amendments from the holders of
       not less than a majority in aggregate principal amount of
       outstanding notes, and

    -- there being available from the anticipated offering of
       senior notes by CCITRIAD, all of the financing necessary
       to fund the payment of the aggregate consideration
       payable for the notes and for the consents duly
       delivered.

CCITRIAD has retained JPMorgan to serve as the Dealer Manager
and Solicitation Agent for the tender offer and consent
solicitation.  Wells Fargo Bank Minnesota, N.A. is acting as the
depositary in the tender offer and consent solicitation.

CCITRIAD is an industry leader in enterprise systems and
information services for the automotive aftermarket, and
hardlines and lumber industries. Headquartered in Austin, TX,
the company has operations in Livermore, CA, Denver, CO, Canada,
France, Ireland and the UK.

Cooperative Computing's March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $5 million.


CWMBS INC: Fitch Rates Class B-3, B-4 Ser. 2003-24 Notes at BB/B
----------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-24 classes A-1 through A-17, PO and A-R
(senior certificates, $485,999,999) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class M ($6,500,000) 'AA',
class B-1 ($3,000,000) 'A', class B-2 ($1,750,000) 'BBB', class
B-3 ($1,000,000) 'BB' and class B-4 ($750,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.80%
subordination provided by the 1.30% class M, 0.60% class B-1,
0.35% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class B-
5 (not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are
rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on
their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the master servicing capabilities of Countrywide Home Loans
Servicing LP, a direct wholly owned subsidiary of Countrywide
Home Loans, Inc.

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 20- to 30-year fixed-rate
mortgage loans, secured by first liens on one- to four-family
residential properties. As of the closing date (May 30, 2003),
the mortgage pool demonstrates an approximate weighted-average
original loan-to-value ratio of 69.98%. Approximately 62.62% of
the loans were originated under a reduced documentation program.
Cash-out refinance loans represent 13.68% of the mortgage pool
and second homes 3.94%. The average loan balance is $473,901.
The weighted average FICO credit score is approximately 745. The
three states that represent the largest portion of mortgage
loans are California (66.17%), Illinois (5.12%) and New Jersey
(3.04%).

The collateral characteristics provided are based off the
mortgage loans as of the closing date. Fitch ensures that the
deposits of subsequent loans conform to representations made by
CHL.

None of the mortgage loans are 'high cost' loans as defined
under any local, state or federal laws.

Approximately 95.45% and 4.55% of the mortgage loans were
originated under CHL's standard underwriting guidelines and
expanded underwriting guidelines, respectively. Mortgage loans
underwritten pursuant to the expanded underwriting guidelines
may have higher loan-to-value ratios, higher loan amounts,
higher debt-to-income ratios and different documentation
requirements than those associated with the standard
underwriting guidelines. In analyzing the collateral pool, Fitch
adjusted its frequency of foreclosure and loss assumptions to
account for the presence of these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, an election will be made to treat the trust fund
as multiple real estate mortgage investment conduits.


CWMBS INC: Fitch Rates Class B-3, B-4 Ser. 2003-18 Notes at BB/B
----------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-18 classes A-1 through A-12, PO and A-R
(senior certificates, $485,999,999) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class M ($6,500,000) 'AA',
class B-1 ($3,000,000) 'A', class B-2 ($1,750,000) 'BBB', class
B-3 ($1,000,000) 'BB' and class B-4 ($750,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.80%
subordination provided by the 1.30% class M, 0.60% class B-1,
0.35% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class
B-5 (not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are
rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on
their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the master servicing capabilities of Countrywide Home Loans
Servicing LP (Countrywide Servicing), a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 20- to 30-year fixed-rate
mortgage loans, secured by first liens on one- to four-family
residential properties. As of the closing date (May 30, 2003),
the mortgage pool demonstrates an approximate weighted-average
original loan-to-value ratio of 68.82%. Approximately 61.58% of
the loans were originated under a reduced documentation program.
Cash-out refinance loans represent 15.48% of the mortgage pool
and second homes 2.63%. The average loan balance is $482,149.
The weighted average FICO credit score is approximately 743. The
three states that represent the largest portion of mortgage
loans are California (66.22%), New Jersey (4.91%) and New York
(3.22%).

None of the mortgage loans are 'high cost' loans as defined
under any local, state or federal laws.

Approximately 95.50% and 4.50% of the mortgage loans as of the
closing date were originated under CHL's standard underwriting
guidelines and expanded underwriting guidelines, respectively.
Mortgage loans underwritten pursuant to the expanded
underwriting guidelines may have higher loan-to-value ratios,
higher loan amounts, higher debt-to-income ratios and different
documentation requirements than those associated with the
Standard Underwriting Guidelines. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, an election will be made to treat the trust fund
as multiple real estate mortgage investment conduits.


DE LOACH VINEYARDS: UST Sets First Creditors Meeting for June 20
----------------------------------------------------------------
The United States Trustee will convene a meeting of De Loach
Vineyards, Inc.'s creditors on June 20, 2003, 1:30 p.m., at
Office of the U.S. Trustee, 777 Sonoma Ave., Suite 116, Santa
Rosa, California 95404.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

De Loach Vineyards, Inc., a family-owned winery, filed for
chapter 11 protection on May 20, 2003 (Bankr. N.D. Calif. Case
No. 03-11242).  Paul M. Jamond, Esq., at Law Offices of Paul M.
Jamond, represents the Debtor in its restructuring efforts.


DEVINE ENTERTAINMENT: Delays Filing of First Quarter Financials
---------------------------------------------------------------
Devine Entertainment (TSX:DVN) announced a delay in the filing
of its financial statements as of the first quarter 2003. This
filing delay follows the Company's announcement on May 15, 2003
of a delay in filing its year-end audited financial statements.

Devine is actively negotiating a series of corporate and
production related financings that, if completed successfully in
the near future, will put the Company on a stronger fiscal
footing and enable it to complete its filings and schedule a
shareholders meeting within the next 45-75 days. The Company has
been pursuing new financing for some time and acknowledges that,
if a financing is not completed in the near future, it may not
be able to meet all of its ongoing obligations which could
necessitate a reorganization of the Company and a change in the
status of its TSX listing.

Devine's management continues to pursue new corporate financing,
new production and the maximizing of revenues and the value of
its proprietary film library. Management remains committed to
its shareholders and creditors in a very difficult time for
Toronto-based film production companies and the Canadian
entertainment sector in general.

In response to the Company's late filing the Ontario Securities
Commission issued a temporary cease trade order on May 22, 2003
to Devine Entertainment's directors and officers for fifteen
days or until two days after completing all up to date filings.
A hearing will be held on June 4, 2003 in order to consider
extending the order.

Five-time Emmy Award-winning Devine Entertainment Corporation is
a developer and producer of high-quality children's and family
films designed for worldwide television and cable markets and
international home video markets.


DIMON INC: Successfully Completes Long-Term Debt Restructuring
--------------------------------------------------------------
DIMON Incorporated (NYSE: DMN) announced the successful issuance
of $125 million of 7-3/4% Senior Notes due 2013.  The Company
has also issued a redemption notice for all $125 million of its
outstanding 8-7/8% Senior Notes due 2006, which will be retired
with the proceeds from the new Notes.  Simultaneous with the
completion of the Senior Note issuance, DIMON entered into an
agreement to swap the entire $125 million notional amount to a
floating interest rate based on LIBOR plus 3.69%, to be set six
months in arrears.

Brian J. Harker, Chairman and Chief Executive Officer, stated,
"In addition to providing substantial ongoing interest expense
savings, this very successful refinancing enhances our long-term
financial flexibility by extending the average maturity of
DIMON's debt portfolio from 5.9 to 8.0 years."

The Company noted that although the redemption premium and other
charges associated with the refinancing will reduce its expected
fiscal year 2003 earnings by about $0.02 per basic share, the
refinancing is expected to add $0.03 per basic share to its
earnings for each of the fiscal years 2004 through 2006.  The
Company's previously stated earnings guidance for fiscal year
2003 remains otherwise unchanged.

The Senior Notes sold have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state securities laws.

DIMON Incorporated is the world's second largest dealer of leaf
tobacco with operations in more than 30 countries.  For more
information on DIMON, visit the Company's Web site at
http://www.dimon.com

As reported in Troubled Company Reporter's May 30, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured debt rating to the second-largest independent leaf
tobacco processor DIMON Inc.'s $125 million senior notes due
2013. Proceeds from this issue will be used to redeem the
company's existing $125 million 8.875% senior notes due
June 1, 2006.

At the same time, the outlook is revised to positive from
stable. In addition, Standard & Poor's affirmed its 'BB'
corporate credit rating on the company.

Danville, Virginia-based DIMON has about $490 million of rated
debt.


ENCOMPASS SERVS.: Wants to Continue Wright Furlford's Engagement
----------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates have
employed the law firm of Wright, Fulford, Moorhead & Brown, PA
as an ordinary course professional to serves as counsel in
connection with an on-going dispute regarding aproject that
Debtor EDG Power Group, Inc. performed for Valero Refining
Company-California.

However, recently, a new fee arrangement has been executed
between Wright Fulford and the Debtors that made the fees
payable to Wright Fulford ultimately exceed the ordinary course
professional fee limitations averaged over six months.  For this
reason, the Debtors ask the Court to approve the continued
employment of Wright Fulford as their special counsel pursuant
to Section 327(e) of the Bankruptcy Code, so that Wright Fulford
can carry on the services related to the Valero dispute.

Wright Fulford is based in Orlando, Florida and specializes in
construction law issues.  Mr. Visage tells Judge Greendyke that
the Debtors have utilized Wright Fulford's services since June
1995 with regard to a number of difference construction law
matters.  With Wright Fulford's background, expertise, and past
representation of the Debtors with respect to numerous issues,
in particular its prepetition representation of the Debtors in
relation to their dispute with Valero, Mr. Visage asserts that
the firm is both well qualified and uniquely able to provide
services to the Debtors in their Chapter 11 cases in a most
efficient and timely manner.

Pursuant to an engagement agreement in April 2003, the Debtors
have agreed to compensate Wright Fulford on a contingent fee
basis. The percentage of the recovery paid to Wright Fulford is
dependent on the ultimate settlement amount the Debtors can
fetch from Valero.  The Engagement Agreement provides that for
any settlement resulting in gross recovery of up to $750,000,
Wright Fulford will be entitled to 15% of the recovery.  For any
settlement over $750,000 and up to and including $1,500,000,
Wright Fulford is entitled to 15% of the first $750,000 and 25%
of any amount over $750,000, up to and including $1,500,000.  If
the Debtors' gross recovery were over $1,500,000, Wright Fulford
would be entitled to 25% of the recovery.

The Debtors are currently discussing a potential settlement with
Valero whereby, among other things, Valero would pay them
$1,500,000.  In this case, Mr. Visage says, Wright Fulford would
be entitled to $300,000 of the settlement funds pursuant to the
Engagement Agreement.

The Debtors maintains that the proposed fee structure properly
incentivizes Wright Fulford to the maximize recovery they'd get
while simultaneously preventing them from incurring on-going
legal fees and expenses associated with the Valero dispute.

Donald F. Wright, a member at Wright Fulford, assures the Court
that the firm has no connection with, and holds no interest
adverse to, the Debtors, their estates, their creditors, or any
other party-in-interest.  Wright Fulford is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code and
as required under Section 327(a). (Encompass Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Wind Debtors Wants Waldron Appointed as Wind Trustee
----------------------------------------------------------------
Enron Wind Systems, LLC, Enron Wind Development LLC and Enron
Wind LLC ask the Court to appoint Robbye R. Waldron as the
Managing Trustee of the Wind Systems Trust and Wind Development
Trust.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, recalls that the Court approved the Wind Trust Motion on
February 27, 2003.  The Trusts were established to liquidate the
Trust Assets and utilizing the liquidation proceeds, together
with all of the income of the Trusts, to discharge the Wind
Debtors' legal obligations to their non-electric utility
creditors.

Mr. Sosland informs the Court that Cloyses Partners LLC was
appointed as the managing trustee of the Trusts.  Pursuant to
the Trust Agreement, the Managing Trustee may be removed without
cause by the Non-Utility Representative upon written notice to
the Court, the Managing Trustee and the Wind Debtors.

On April 21, 2003, the Non-Utility Representative provided
notice that it was removing the Managing Trustee.  Pursuant to
the Trust Agreement, the Court will appoint a successor upon the
recommendation of a successor by Enron Wind Systems and Enron
Wind Development.

With the Wind Debtors' recommendation, Mr. Sosland contends that
Mr. Waldron is qualified to become the Managing Trustee because
he, a shareholder of Waldron & Schneider LLP, currently serves
as a Chapter 7 panel trustee in the Southern District of Texas -
Houston Division.  Moreover, Mr. Waldron has experience as a
receiver and trustee in liquidation proceedings. (Enron
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Enron Corp.'s 9.875% bonds due 2003 (ENRN03USR3) are trading at
about 17 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


ENRON: EFS I's Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: EFS I, Inc.
        1400 Smith Street
        Houston, TX 77002
        aka Limbach Facility Services, Inc.
        aka Jovinole Associates

Bankruptcy Case No.: 03-13447

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: More than $100 Million

Estimated Debts: $50 Million to $100 Million


ENRON: EFS II's Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: EFS II, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka EFS Construction and Services Company

Bankruptcy Case No.: 03-13451

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000


ENRON: EFS III's Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: EFS III, Inc.
        1400 Smith Street
        Houston, TX 77002
        aka EFG Holdings, Inc.

Bankruptcy Case No.: 03-13453

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $50 Million to $100 Million

Estimated Debts: $0 to $50,000


ENRON: EFS V's Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: EFS V, Inc.
        1400 Smith Street
        Houston, TX 77002
        aka Williard, Inc. Investment Company

Bankruptcy Case No.: 03-13454

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $0 to $50,000


ENRON: EFS VI's Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: EFS VI, L.P.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13457

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000


ENRON: EFS VII's Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: EFS VII, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka Limbach Company Holding Company

Bankruptcy Case No.: 03-13459

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $0 to $50,000


ENRON: EFS IX's Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: EFS IX, Inc.
        1400 Smith Street
        Houston, TX 77002
        aka Limbach Company Investment Company

Bankruptcy Case No.: 03-13460

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


ENRON: EFS X's Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: EFS X, Inc.
        1400 Smith Street
        Houston, TX 77002
        aka Marlin Electric, Inc.
        aka The PMB-Limbach Group Electrical

Bankruptcy Case No.: 03-13461

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million


ENRON: EFS XI's Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: EFS XI, Inc.
        1400 Smith Street
        Houston, TX 77002
        aka PBM Mechanical, Inc.
        aka The PBM-Limbach Group-Mechanical

Bankruptcy Case No.: 03-13462

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million


ENRON: EFS XII's Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: EFS XII, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka MEP Services, Inc.
        aka The PBM-Limbach Group-Service

Bankruptcy Case No.: 03-13463

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


ENRON: EFS XV's Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: EFS XV, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka Mechanical Processional Services, Inc.

Bankruptcy Case No.: 03-13465

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $0 to $50,000

Estimated Debts: $50,000 to $1 Million


ENRON: EFS XVII's Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: EFS XVII, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka Harper Mechanical Corporation Investment

Bankruptcy Case No.: 03-13467

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


ENRON: EFS Holdings' Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: EFS Holdings, Inc.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13469

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


ENRON: Enron Operations' Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Enron Operations Services Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13489

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 30, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


ENRON: Jovinole Associates' Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Jovinole Associates
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13468

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000


ENRON: Omicron Enterprises' Voluntary Chapter Case Summary
----------------------------------------------------------
Debtor: Omicron Enterprises, Inc.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13446

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: More than $100 Million

Estimated Debts: $50 Million to $100 Million


FLEMING COS.: Wins Nod to Hire Kirkland Ellis as Lead Counsel
-------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates obtained
permission from the Bankruptcy Court to employ Kirkland & Ellis
as their lead counsel, nunc pro tunc to the Petition Date.

With the Court's approval of its engagement, K&E is expected to:

   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 the
      Debtors are involved, including, but not limited to,
      objections to claims filed against the estates;

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

   E. take any necessary action on behalf of the Debtors to
      obtain confirmation of the Debtors' plan of
      reorganization;

   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.

Kirkland intends to apply for compensation for professional
services rendered in connection with the Chapter 11 Cases,
subject to this Court's approval and in compliance with
applicable provisions of the Bankruptcy Code, the Local Rules
and Orders of this Court, on an hourly basis plus reimbursement
of actual, necessary expenses and other charges that it incurs.
Kirkland will charge the Debtors hourly rates consistent with
the rates it charges in bankruptcy and non-bankruptcy matters of
this type.  K&E does not disclose its current hourly rate
structure. (Fleming Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FOSTER WHEELER: S&P Takes Action over Going Concern Uncertainty
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate
credit rating and its other ratings on Foster Wheeler Ltd., on
CreditWatch with negative implications.

The CreditWatch listing reflects Standard & Poor's heightened
concerns that, short of a material asset sale, or noncoercive
financial restructuring within the next few quarters, the
viability of Perryville, New Jersey-based Foster Wheeler would
be questionable. These concerns stem from Foster Wheeler's
limited financial flexibility, its expected usage of working
capital during 2003 as construction projects are completed, and
its onerous capital structure, including its underfunded pension
plan.

"If the company is unable to provide specific plans of action
that will adequately address these concerns, a ratings downgrade
of several notches is possible," said Standard & Poor's credit
analyst Joel Levington.

Foster Wheeler, which had about $1.2 billion in total debt
outstanding at March 31, 2003, provides a wide range of
engineering and construction services, mainly to the oil and
gas, pharmaceutical, chemical processing, and power generation
markets. Orders for energy equipment can be large, making cash
flow and earnings "lumpy" in that segment. Because of very weak
demand for those products, it is likely that the firm will be a
cash user in that segment as it works off advanced payments from
prior orders.

Standard & Poor's will meet with management to discuss its near-
term financial strategies to obtain needed liquidity, their
impact on business risk, the degree of success the firm has had
in implementing more stringent risk management initiatives, and
the near- and intermediate-term outlook in its key end-markets,
before taking a further ratings action.

Foster Wheeler Corp.'s 6.750% bonds due 2005 (FWC05USR1) are
trading at about 67 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FWC05USR1for
real-time bond pricing.


GASEL TRANSPORTATION: Files Chapter 11 Petition in Columbus, Oh.
----------------------------------------------------------------
Gasel Transportation Lines, Inc., (OTCBB:GSEL), a national long-
distance and regional truckload common carrier, filed for
protection under Chapter 11 on May 19, 2003, with the United
States Bankruptcy Court, Columbus, Ohio to seek asset protection
from recent demands from some of its equipment-based lenders and
to enable it to continue to execute its aggressive growth
strategy to restore economic viability.

The trucking industry has experienced extremely adverse
conditions since the beginning of the general economic downturn
in 2000. This period has been fraught with some of the highest
fuel prices in history, sharp declines in overall freight
shipment tonnage, productivity-sapping winter storms and
industry-wide business failures. Gasel has survived the
attrition, but has been operating at a deficit during the past
three years. The accumulated losses strained the Company's
ability to meet some of its long-term equipment loan
obligations. Although the Company was continuing to work with
the majority of its lenders to rectify the situation, a few
equipment lenders recently issued loan defaults to the Company.
The defaults plus a significant lump sum payment demanded by one
particular lender precipitated the need to seek protection under
Chapter 11 to retain the use of revenue generating equipment and
reorganize the Company's current debt structure to facilitate
growth and profitability.

Gasel President, Michael Post, commented: "Due to circumstances
we believe were beyond our control, we have taken appropriate
action to protect the operations of the Company, our employees,
shareholders, and customers. The reorganization is expected to
give us the time and financial advantages needed to realize the
full effect of the corrective actions taken internally to
generate positive earnings, workout new financial arrangements
with existing lenders, continue to pursue additional equity
funding to properly re-capitalize the company, and ultimately
improve shareholder value."

Mr. Post further stated, "I want to stress that this is merely a
temporary setback for Gasel, its employees and loyal
shareholders. We have effectively established a new credit
facility with Systran Financial Services that increases our
available cash flow by $1.5 MM and are pressing ahead with all
of the growth initiatives, both internal and external, that have
been previously identified. We are confident that we will emerge
from judicial reorganization in a timely manner with a healthier
balance sheet, increased liquidity and streamlined operations
that will foster greater levels of flexibility and growth than
ever before."

Management has secured the required financing and insurance
necessary to operate under the reorganization and does not
anticipate any interruption in its normal course of business.
The parent company, Gasel Transportation Lines, Inc. has two
subsidiaries, GTL Logistics, Inc. and Gasel Driver Training
Schools, Inc., that will not be a part of the reorganization as
they have independent self-sustaining operations.

Gasel Transportation Lines, Inc., based in Marietta, Ohio, with
a terminal and sales offices in Columbus, Ohio, is a national
long and regional haul truckload common and contract carrier,
and provides logistic services throughout the continental United
States and Canada. For more information about Gasel, visit the
company's Web site at http://www.gasel.net


GASEL TRANSPORTATION: Chapter 11 Case Summary
---------------------------------------------
Debtor: Gasel Transportation Lines Inc
        PO Box 1199
        Marietta, OH 45750

Type of Business: The Debtor is a national long and regional
                  haul truckload common and contract carrier and
                  provides logistic services throughout the
                  continental United States and Canada.

Bankruptcy Case No.: 03-bk-57447

Chapter 11 Petition Date: May 19, 2003

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Grady L Pettigrew, Jr., Esq.
                  400 East Town Street
                  Suite G 30
                  Columbus, OH 43215
                  (614) 224-1113


GENSCI REGENERATION: Resolves All Legal Disputes with Osteotech
---------------------------------------------------------------
GenSci Regeneration Sciences Inc. (TSX: GNS), The OrthoBiologics
Technology Company(TM), announced that GenSci and Osteotech have
signed a settlement agreement as per the terms previously
announced in GenSci's press release dated April 21, 2003. GenSci
has received a covenant from Osteotech not to sue GenSci in
connection with its newly introduced products, including
DynaGraft(R) II, OrthoBlast(R) II and Accell(R) DBM100.

Terms of the settlement will be incorporated into an Amended
Plan of Reorganization and an Amended Disclosure Statement,
which must be filed with and confirmed by the bankruptcy court.
The settlement is contingent upon bankruptcy court approval.

Terms of settlement include payment of $7.5 million by GenSci to
Osteotech. Payments to Osteotech include $1 million to be paid
after the effective date of GenSci's plan of reorganization
followed by payments of $325,000 per quarter for twenty quarters
with interest payable at the federal judgment rate, currently
1.3%, capped for purposes of future interest payments at 3% per
annum.

To secure the amounts to be paid to Osteotech, GenSci will
provide to Osteotech an irrevocable letter of credit, or an
escrow agreement acceptable to Osteotech, in the amount of $5
million and a security interest in its assets to secure the
remaining balance of $1.5 million.

Osteotech and GenSci have agreed to dismiss all litigation that
is currently pending between them.

For additional information please visit GenSci's new Web site:
http://www.gensciinc.com


GENUITY: Court OKs LeBoeuf Lamb's Engagement as Special Counsel
---------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained the Court's
authority to employ the law firm of LeBoeuf, Lamb, Greene &
MacRae, L.L.P. as their special counsel.

As previously reported, the Debtors asked LeBoeuf to consult
with them as special counsel for the purpose of assisting them
in investigating and prosecuting certain customer and vendor
disputes.  In particular, LeBoeuf has been retained to pursue
litigation against numerous large customers of the Debtors for
non-payment of services rendered.  These claims have a
cumulative face value in excess of $100,000,000. It is also
anticipated that many defendants will assert defenses and
counterclaims based on the Debtors' performance under the
contracts in question.

To pursue the anticipated litigation, the Debtors required the
particular services of Paul R. Gupta, a member of LeBoeuf.  Mr.
Gupta has personally performed a substantial amount of work for
the Debtors and for the predecessor of Genuity Inc., and is
familiar both with the businesses of the Debtors and with the
contractual issues in the customer and vendor disputes.

LeBoeuf will charge the Debtors its standard hourly rates plus
expenses for services rendered.  The customary and current
standard hourly rates charged by LeBoeuf for the services to be
rendered to the Sebtors are:

        Partners and Counsel                $420 - 625
        Associates                           190 - 435
        Paralegals and Clerks                105 - 195

These hourly charges may be increased in the ordinary course
from time to time during the pendency of these cases. (Genuity
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: XO Comms. Offers to Acquire Assets for $700MM
--------------------------------------------------------------
XO Communications, Inc., has made an offer to acquire all of the
assets of Global Crossing LTD., and Global Crossing Holdings
LTD, for consideration of over $700 million, thereby increasing
the proceeds available to Global Crossing creditors by over $100
million versus the current bid by Singapore Technologies
Telemedia PTE LTD. The offer was made directly to advisors for
the Bondholders, Banks and the Company.

XO's offer is comprised of $250 million of cash, $200 million of
new 11% secured notes secured by all of the assets of Global
Crossing, $200 million junior preferred stock in New Global
Crossing, a 100% owned subsidiary of XO, and 15 million 5 year
warrants to acquire stock in XO at $10.00 per share.

"It is our intent to provide each of Global Crossing's Banks and
Bond claim holders with the same amount of cash and new notes as
in the current plan, and to increase the equity consideration
received by each by over $50 million," stated Carl C. Icahn,
Chairman of the Board of XO. "In addition, our proposal can
close without regulatory headaches or financing contingencies
and provides tremendous synergies between the two organizations
that can benefit both Global Crossing's creditors and XO
shareholders."

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.


GLOBAL CROSSING: April 2003 Consolidated Net Loss Tops $74 Mill.
----------------------------------------------------------------
Global Crossing filed a Monthly Operating Report with the U.S.
Bankruptcy Court for the Southern District of New York, as
required by its Chapter 11 reorganization process.

Unaudited results reported in the April 2003 MOR include the
following:

     For continuing operations in April 2003, Global Crossing
reported consolidated revenue of approximately $228 million.
Consolidated access and maintenance costs were reported as $173
million, while other operating expenses were $66 million.

"Our critical focus during this reorganization period is to work
even more closely with our customers to meet their needs for
communication services and earn their on-going business," said
John Legere, Global Crossing's chief executive officer. "The
relative stability of our revenue results during April, and
realized to date, reflects the success of these efforts and the
value of the customer relationships which we have built.
Notwithstanding the variability of expenses from month to month,
we continue to manage our operating expenses and cash
requirements very tightly and closed the month with a
consolidated cash balance of $584 million."

Global Crossing's consolidated cash balance of approximately
$584 million as of April 30, 2003 was comprised of approximately
$180 million in unrestricted cash, $333 million in restricted
cash and $71 million of cash held by Global Marine.

Consolidated EBITDA was reported at a loss of $11 million. The
consolidated net loss for April 2003 was $75 million. As
discussed below, the reported depreciation and amortization of
$87 million for the month of April 2003, and therefore both the
April operating loss and net loss, would have been reduced
substantially if the financial statements in the April MOR had
reflected the tangible asset impairment anticipated by the
company.

On October 21, 2002, Global Crossing announced that it would
restate certain financial statements previously filed with the
SEC. These restatements, which are more fully described in
footnote one to the financial statements contained in the April
MOR, will record exchanges between carriers of leases of
telecommunications capacity at historical carryover basis,
resulting in no recognition of revenue. Reflecting this
accounting treatment, the April MOR excludes amounts previously
recognized as revenue over the lives of the lease contracts
governing these capacity exchanges. The restatements have no
impact on cash flow.

As previously announced, Global Crossing's net loss for the
three months ended December 31, 2001, which has not yet been
reported pending the completion of the audit of financial
statements for 2001, is expected to reflect the write-off of the
remaining goodwill and other intangible assets, which total
approximately $8 billion. Furthermore, as previously disclosed,
Global Crossing has determined that it will write down its
tangible assets in light of the terms contained in the
previously announced agreement with Hutchison Telecommunications
and Singapore Technologies Telemedia, and the bankruptcy filings
of Asia Global Crossing and its subsidiary, Pacific Crossing
Ltd. Global Crossing is in the process of evaluating its cash
flow forecasts and other pertinent data to determine the amount
of the impairment of its long-lived tangible assets. The
impairment is anticipated to be at least $7 billion, an estimate
that excludes any amounts attributable to the restatement of
exchanges of capacity leases described above and excludes any
impairment attributable to the assets of Asia Global Crossing
and its subsidiaries, which Global Crossing deconsolidated
effective November 18, 2002. The financial information included
within this press release and the April MOR reflects the
restatement of exchanges of capacity leases as described above
and the $8 billion write-off of all of the goodwill and other
identifiable intangible assets, but does not reflect any write-
down of tangible asset value. Accordingly, the net loss of $75
million for the month of April 2003 would have been reduced
substantially if the financial statements in the April MOR had
reflected the reduction in depreciation and amortization expense
resulting from this tangible asset write-down. The write- off of
the intangible assets and the write-downs of tangible assets are
described more fully in the April MOR.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its
subsidiaries) commenced Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York
(Bankruptcy Court) and coordinated proceedings in the Supreme
Court of Bermuda (Bermuda Court). On the same date, the Bermuda
Court granted an order appointing joint provisional liquidators
with the power to oversee the continuation and reorganization of
the Bermuda-incorporated companies' businesses under the control
of their boards of directors and under the supervision of the
Bankruptcy Court and the Bermuda Court. Additional Global
Crossing subsidiaries commenced Chapter 11 cases on April 23,
August 4 and August 30, 2002, with the Bermuda incorporated
subsidiaries filing coordinated insolvency proceedings in the
Bermuda Court. The administration of all the cases filed
subsequent to Global Crossing's initial filing on January 28,
2002 has been consolidated with that of the cases commenced on
January 28, 2002. Global Crossing's Plan of Reorganization,
which was confirmed by the Bankruptcy Court on December 26,
2002, does not include a capital structure in which existing
common or preferred equity will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-
owned subsidiary of Global Crossing, and its subsidiary, Asia
Global Crossing Development Co., commenced Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York and coordinated proceedings in the Supreme Court of
Bermuda, both of which are separate from the cases of Global
Crossing. Asia Global Crossing has announced that no recovery is
expected for Asia Global Crossing's shareholders. Asia Netcom, a
company organized by China Netcom Corporation (Hong Kong) on
behalf of a consortium of investors, has acquired substantially
all of Asia Global Crossing's operating subsidiaries except
Pacific Crossing Ltd., a majority-owned subsidiary of Asia
Global Crossing that filed separate bankruptcy proceedings on
July 19, 2002. Global Crossing no longer has control of or
effective ownership in any of the assets formerly operated by
Asia Global Crossing.

Please visit http://www.globalcrossing.comfor more information
about Global Crossing.


GOLDRAY INC: Continuing Review of Various Strategic Alternatives
----------------------------------------------------------------
As part of an ongoing corporate strategy and the board of
directors' and management's efforts to stabilize Goldray's
financial and cash-flow position, Goldray continues to review
various strategic alternatives with a review to enhancing and
protecting underlying shareholder value. These strategic
alternatives include pursuing a number of initiatives,
including:

- surveying the market for potential buyers for Goldray, either
  in whole or in part;

- pursuing secured debt financing opportunities subordinated to
  Goldray's senior lender;

- attempting to establish with another lender a current line of
  credit secured against accounts receivable and inventory; and

- working with its landlord and other creditors and suppliers to
  extend credit and to ensure a continued flow of supplies and
  services.

In addition to the foregoing, the board of directors is
contemplating retaining the advisory services of a financial
advisor to review and survey the market for potential buyers for
all or part of Goldray. If Goldray receives an offer that is
acceptable to the board of directors, Goldray will disclose the
matter on a timely basis.

Goldray also announces that Claudio A. Ghersinich has resigned
as a director of Goldray in order to pursue other business
interests. In addition, Dean P. Geddes has resigned as an
officer of Goldray, but continues to act as a director.
Accordingly, the current members of the board of directors
include: M. Gregory Saroka, Michael J.W. Newson, Everett
Koeller, and Dean P. Geddes.

At this time, the outcome of the strategic alternative
initiatives is uncertain. However, while Goldray faces
significant challenges, the board of directors and management
are committed in their endeavors to turn around Goldray's
performance in the second half of 2003.


HARKEN ENERGY: Taps Petrie Parkman to Evaluate Strategic Options
----------------------------------------------------------------
Harken Energy Corporation (Amex: HEC) has retained Petrie
Parkman & Co., Inc., to evaluate its domestic oil and gas assets
and to make recommendations to maximize their value. Harken's
domestic assets currently consist of its productive properties
and prospects along the Gulf Coast of Texas and Louisiana, as
well as the Panhandle region of Texas.

Alan G. Quasha, Harken's Chairman, stated, "Harken's management
has spent the last few months actively restructuring the
liability side of our balance sheet and examining and taking
action on our cost structure. While Harken is still burdened
with significant long-term debt, we have effectively dealt with
most of our short-term debt without causing excessive dilution.
While we are mindful that much work on the liability side needs
to be accomplished, we are now also turning our attention to our
asset side to properly assess its value, particularly our
domestic asset base. We have thus asked Petrie Parkman to help
us take a fresh look at these assets."

Based in Houston, Texas, Harken is an oil and gas production
company whose corporate strategy calls for concentrating its
resources on the development of domestic and international
upstream energy projects.


HAWAIIAN AIRLINES: John Monahan Appointed as Chapter 11 Trustee
---------------------------------------------------------------
Hawaiian Airlines, Inc., subsidiary of Hawaiian Holdings, Inc.
(Amex: HA; PCX), has been advised that the U.S. Trustee's Office
with approval of the Bankruptcy Court, has selected John
Monahan, former president and chief executive officer of Liberty
House, to serve as Chapter 11 Trustee to oversee the airline's
operations in its bankruptcy case.

"I recognize that the Bankruptcy Court, the United States
Trustee, and the major creditors have given me a tremendous
responsibility to ensure that Hawaiian Airlines is successfully
reorganized," said Monahan.  "Hawaiian has a long and
distinguished tradition of serving the needs of Hawaii and its
people, and I look forward to working with employees and
management to create a company that will be successful and
competitive for many years to come."

"Having been through a major Chapter 11 case only a few years
ago, I know the employees have been through trying times.  They
are one of the strengths of the airline and I will be
communicating with them continuously throughout the
restructuring process," he said.

Mark Dunkerley, Hawaiian's president and chief operating
officer, emphasized that the management team will work closely
with Monahan and the creditors' committee to achieve a timely
and successful restructuring for the airline.  "We welcome John
Monahan's appointment and pledge our full participation to
working together so that Hawaiian Airlines can emerge from the
bankruptcy process stronger than ever."

Monahan began work yesterday to study Hawaiian Airlines'
business, financial and legal affairs and as promptly as
possible thereafter will meet with representatives of all the
affected parties to obtain their perspectives on Hawaiian's
strengths and problems and their views on how they can be most
effectively addressed.

Monahan's name was included on the three-person lists submitted
by both Boeing Capital Corporation and the Official Committee of
Unsecured Creditors.

He is credited with successfully guiding Liberty House through a
three-year bankruptcy filing that ended March 1, 2001, when the
company emerged with 18 department stores and retail outlets,
and 3,000 employees.  Under his leadership, Liberty House
refocused its product line and customer service on the Hawaii
market with good success.

Monahan left Liberty House after it was sold in mid-2001 to
Federated Department Stores, Inc., which converted the store
chain into Macy's.

Monahan joined Liberty House in 1990 as a vice president and
director, and was promoted to chief operating officer in 1994,
before being elevated to president and chief executive officer
in 1997.

Hawaiian Airlines filed its voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code on
March 21, 2003.

On May 16, 2003, Judge Robert Faris granted the motion of Boeing
Capital Corporation seeking to appoint a trustee to oversee the
Company's Chapter 11 case.

Additional information on Hawaiian Airlines, including
previously issued company news releases, is available on the
airline's Web site at http://www.HawaiianAir.com


HAWKER RESOURCES: Generating Cash from Liquidation of Assets
------------------------------------------------------------
Hawker Resources Inc. (formerly SYNSORB Biotech Inc.) (HKR-TSE)
announces its financial results for the first quarter 2003.

               Management's Discussion and Analysis

Prior to 2002, SYNSORB Biotech Inc.. conducted pharmaceutical
drug development with respect to SYNSORB Cd(R) for the
prevention of recurrent C.difficile associated diarrhea. On
December 10, 2001 SYNSORB terminated development of SYNSORB
Cd(R) including its phase III clinical trials. Subsequent to
December 10, 2001 SYNSORB had no drug in active development. At
the Annual and Special Meeting of SYNSORB shareholders held
April 3, 2003, shareholders approved the planned conversion of
the company into an oil and gas enterprise and changed the
company's name to Hawker Resources Inc.

Revenue

For the three months ended March 31, 2003, the Company recorded
total revenue of $378,000 compared to $132,000 for the three
months ended March 31, 2002.

Interest income for the first quarter of 2003 was $3,000 as
compared with $25,000 for the first quarter of 2002. This
decrease was a result of the lower average cash on hand balances
in the first quarter of 2003 compared to the same period in
2002.

Other revenue received by the Company during the first quarter
of 2003 related to an exclusive license agreement of certain of
its patents regarding toxin binding sugars. Pursuant to this
license agreement, the Company received net proceeds of
$375,000. Other revenue received during the first quarter of
2002 of $107,000 related to a milestone payment received by the
Company with respect to the previous sale of its INH
Technologies Inc. subsidiary. No milestone payments were
received in the first quarter of 2003.

Operating Expenses

Operating expenses totaled $476,000 for the three months ended
March 31, 2003 as compared with $191,000 for the three months
ended March 31, 2002. The increase in operating expenses for the
first quarter of 2003 was due to increased insurance costs for
the Company and professional fees related to the conversion of
the Company into an oil and gas enterprise.

Interest Expense

There was no interest paid on long-term debt for the quarter
ended March 31, 2003 as compared with $71,000 for the quarter
ended March 31, 2002. The decrease in interest expense reflects
the repayment in early 2002 of the Company's outstanding debt.

Maintenance of Patents

Costs incurred to maintain existing patents of the Company are
expensed as incurred. For the three months ended March 31, 2003,
$11,000 was incurred for maintenance of patents, a decrease of
88% from the $95,000 incurred for the three months ended March
31, 2002. This decrease was due to a reduction in the number of
patents maintained by the Company.

Amortization

Amortization for the quarter ended March 31, 2003 was $2,000 as
compared with $20,000 for the same period in 2002. This decrease
is a result of the reduced carrying value of the depreciable
capital assets due to the asset disposals that occurred during
the year ended December 31, 2002.

Capital Expenditures and Capital Asset Disposals

There were no capital expenditures in the either the first
quarter of 2003 or the first quarter of 2002. During the three
months ended March 31, 2003, the Company sold most of its
manufacturing equipment for net proceeds of $939,000. During the
three months ended March 31, 2002, the Company sold minor
capital assets for net proceeds of $4,000. The lack of capital
expenditures and the sale of capital assets in both 2003 and
2002 reflects the wind-down of the biotech operations of the
Company.

Liquidity and Capital Resources

As at March 31, 2003, the Company's cash position was $1,430,000
and its working capital position was $1,365,000 compared to
December 31, 2002 balances of $289,000 and $412,000,
respectively. As at March 31, 2003 and December 31, 2002, the
Company had no long-term or short-term debt.

The Company's primary source of liquidity during the first
quarter of 2003 was the liquidation of its assets and the
license of certain of its patents. The Company continues to
market its building and related land as commercial premises. The
Company also holds miscellaneous intellectual property rights
with respect to certain drug technologies, which it may license,
dispose of or abandon. No assurance can be given as to whether
any additional assets can be disposed of or what, if any,
proceeds can or will be received with respect thereto.

On April 3, 2003, the Company closed financing agreements
entered into effective March 7, 2003 with unrelated parties.
Under the agreements, the Company issued by way of private
placement the following: 75,000 common shares for $45,364;
430,493 Series A Debentures for $3,616,141; 430,493 Series A
Warrants for $11,873; 2,152,465 voting preferred shares for
$6,196; 3,874,437 non-voting preferred shares for $11,153. Each
Series A Warrant will entitle the holder thereof to purchase
five common shares and nine Class A shares on the concurrent
surrender of the warrant, five voting preferred shares, nine
non-voting preferred shares and one Series A Debenture. The
proceeds of the debentures along with an additional $460,000 of
the Company's cash have been pledged as security for repayment
of the debentures. Accordingly, the private placement will not
be a source of additional capital resources and liquidity to the
Company until the warrants issued in the private placement are
exercised and the proceeds received as additional equity
capital.

Also on April 3, 2003, the board of directors of the Company
ratified the acquisition of all of the shares of 1022971 Alberta
Ltd. ("1022971") for a nominal amount and the Company was
assigned an option to purchase up to 49% of certain oil and gas
properties for $67.1 million.

On April 30, 2003, 1022971 obtained a bank loan for $120,000,000
to acquire all of the shares of Southward Energy Ltd.
Immediately thereafter on April 30, 2003, Southward sold its oil
and gas properties, excluding a 1% undivided interest in certain
properties and a 100% interest in related seismic, to an
independent third party for gross proceeds of $164,631,000. The
gross proceeds were used to repay the bank loan obtained to
acquire the shares and bank indebtedness of Southward.

On May 28, 2003, the Company obtained an extendable revolving
term credit facility amounting to $28,000,000 that bears
interest at rates varying from Canadian prime rate or U.S. base
rate of such bank to the Canadian prime rate or U.S. base rate
plus 30 basis points, payable monthly in arrears.

Pursuant to an underwriting agreement dated May 29, 2003, the
Company proposes to raise net proceeds of $41.9 million through
the issue and sale of 14,286,000 common shares. It is expected
that the closing of the share offering will take place on or
about June 12, 2003, and in any event not later than July 10,
2003. The Company will use $39.1 million of the net proceeds
from the offering, together with up to $28 million of debt
financing, to exercise the purchase option described above. The
remainder of the net proceeds will be added to working capital
and used for general corporate purposes.

Immediately after the issuance of a receipt for the prospectus
offering the Company's common shares for sale and issue, the
warrants described above are to be exercised and the holder will
be issued five common shares and nine Class A shares upon the
surrender of five voting preferred shares, nine non- voting
preferred shares and one Series A Debenture. Upon such an event
$4,105,362 currently held as security on the Series A Debentures
will be released and available for general corporate purposes.

The oil and gas industry is capital intensive and the Company is
likely to require significant additional capital resources in
order to succeed in the oil and gas sector. At present, the
Company has not identified any source of these additional
capital resources and it is unlikely that such resources would
be available to it unless particular oil and gas assets are
identified to be acquired.

The Company's ability to raise additional capital will depend
upon a number of factors, such as general economic conditions
and conditions in the oil and gas industry, that are beyond its
control. If additional capital is required and is not available
to the Company on acceptable terms, the Company's financial
condition and prospects may be impaired.


HAYES LEMMERZ: Court Approves Miguel Romo as Mexican Counsel
------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained the Court's permission to employ and retain Miguel
Angel Hernandez Romo Sr. and his law firm as Mexican special
counsel, nunc pro tunc to April 23, 2003.

                         Backgrounder

In connection with the litigation initiated by Hayes Wheels de
Mexico, S.A. de C.V., Hayes Wheels Aluminio, S.A. de C.V., and
DESC Automotriz, S.A. de C.V., the Debtors hired Mexican counsel
to assist with respect to certain proceedings before the Court
involving the Notice of Cure Demand of the Hayes Mexico Entities
and, in the Alternative, Motion for Allowance and Payment of
Administrative Claim. Litigation on the Hayes Mexico Motion will
entail highly contested complex legal and factual issues between
the Debtors and the Hayes Mexico Entities, many of which
implicate Mexican law.

The Debtors' application to hire Romo related to three separate
agreements between or among the parties, two of which are
governed by Mexican law (i.e., a Shareholders Agreement with
DESC and a Marketing Agreement and Support Services Agreement
with Hayes Mexico).

Miguel Angel Hernandez Romo Sr. and his law firm will assist the
Debtors with these matters:

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

    (b) political, governmental and public relations issues;

    (c) representation in a potential Mexican arbitration
        proceeding;

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

    (e) other issues assigned by the Debtors.

Miguel Angel Hernandez Romo Sr. and his law firm will seek
compensation for the services of each attorney and
paraprofessional acting on behalf of the Debtors in these
chapter 11 cases at the current rate charged for such person's
services other than in a case under Chapter 11.  Miguel Angel
Hernandez Romo Sr. and his law firm's current customary hourly
rates are $350 per hour for senior attorneys and $250 per hour
for junior attorneys.  The rates may change from time to time in
accordance with Miguel Angel Hernandez Romo Sr. and his law
firm's established billing practices and procedures. (Hayes
Lemmerz Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


HORIZON GROUP: Completes Restructuring of Three Defaulted Loans
---------------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Nasdaq: HGPI), an owner,
operator and developer of factory outlet and power centers, has
restructured three loans which had been in default since October
2001. The restructuring included the acquisition of the loans
secured by its outlet centers in Daleville, Indiana and
Somerset, Pennsylvania and the reinstatement of the loan secured
by its center in Tulare, California for a total payment by HGPI
of $1.98 million.

The loans that HGPI purchased had an aggregate principal balance
of $13.2 million, excluding accrued interest and penalties, at
the time of acquisition. The restructuring of the loan secured
by HGPI's center in Tulare, California resulted in the immediate
forgiveness of $798,000 of accrued penalties and default
interest. An additional $448,000 of accrued interest will be
forgiven after HGPI makes the scheduled debt service payments
through September 2003. The Tulare loan has a current principal
balance of $8.96 million, bears interest at the rate of 8.46%,
amortizes over a 25 years and matures in August 2009.

HGPI will report a gain in the second quarter of 2003 of
approximately $11.0 million as a result of the restructuring of
the loans. The funds used to accomplish the restructuring were
loaned to HGPI by an affiliate of Howard M. Amster, a director
and significant shareholder of HGPI. HGPI is also in
negotiations to sell the centers in Daleville and Somerset.

"The restructuring allows us to continue to focus our efforts on
our center in Tulare, California," said Gary J. Skoien,
Chairman, President and Chief Executive Officer of Horizon Group
Properties. "Tulare continues to produce increasing sales and
retailer interest. We are currently expanding this center with
Nike as the anchor tenant. Acquiring the loans on Daleville and
Somerset also allows us to explore other opportunities for these
two centers."

Based in Chicago, Illinois, Horizon Group Properties, Inc., has
11 factory outlet centers and one power center in 9 states
totaling more than 2.6 million square feet.


IMX PHARMA.: Substantial Losses Raise Going Concern Doubt
---------------------------------------------------------
IMX Pharmaceuticals, Inc. has incurred substantial losses
resulting in an accumulated deficit of $3,160,425 as of March
31, 2003. These conditions raise substantial doubt as to the
ability of the Company to continue as a going concern.

Dialog Group, Inc. (formerly IMX Pharmaceuticals, Inc.) is a
publicly traded corporation (OTCBB:DLGG) with headquarters in
New York City and offices in Burbank, California; Sunrise,
Florida; Houston, Texas and Cambridge, United Kingdom.

The Company has completed its acquisition of Healthcare Dialog,
Inc. and IP2M, Inc. At the beginning of the second quarter, DGI
completed the acquisition of Healthcare Horizons, Inc. and the
assets of Azimuth Target Marketing, Inc. As a result, DGI can
conceive and implement a comprehensive program for its health
care and other clients and execute it with DGI's specialized
data bases and services and unique channel of communication. The
new, united company combines depth of healthcare knowledge and
broad strategic and creative services with the information and
channels to quickly achieve their clients' objectives.

Through its four operating divisions, DGI provides its clients a
suite of products that are available as either a turnkey
solution or as a component for their marketing plan.  DGI
provides proprietary online and offline support for the
healthcare, small business, telephone service bureau, financial
services and direct marketing industries in the United States,
and software in the United Kingdom.  Current and past healthcare
clients include Novartis AG, Schering-Plough, GlaxoSmithKline,
Johnson and Johnson, Boehringer-Ingelheim and Forest
Laboratories.  Partners and strategic relationships include the
United States Post Office, Clear Channel Communications, ABC
Radio, McGraw-Hill Television, Acxiom, Claritas, National
Association of Insurance and Financial Advisors, and Microsoft.

DGI had a consolidated working capital deficit of approximately
$3,940,000 on March 31, 2003 as compared to a deficit of
approximately $3,121,000 at December 31, 2002. The year end
deficit did not include the December 31, 2002 working capital
deficits of the two acquired companies, HCD and IP2M. Their
working capital deficits as year end were approximately $908,000
and $1,379,000, respectively. During the quarter ended March 31
2003, the Company raised over $870,000 through the sale of its
stock.


INT'L DATASHARE: Needs Additional Funds to Continue Operations
--------------------------------------------------------------
During the first quarter of 2003, International Datashare Corp
began to realize the benefits of the continued the integration,
rationalization and restructuring of its business. These
activities all represent the realization of synergies and
benefits associated with the Riley, EDM, EDS and Seistrac
acquisitions made in 2002. With the bulk of these activities
nearing completion, iDc remains poised to capitalize on
additional cost savings and increasing revenues. On April 14,
2003, iDc announced an Agreement to a merger between iDc and
Divestco.com, which will enable both companies to join together
to offer clients industry leading geological, geophysical data,
and software offerings that will significantly grow revenues.
Additional cost savings are also expected to be realized.

Revenue for the quarter was $2,039,600 an increase of 8% over
the fourth quarter of 2002. EBITDA improved by $789,000 or 64%
over the fourth quarter 2002 and the net loss decreased by
$1,516,500 or 58%. Sales of GEOcarta continued to increase
throughout the period as GEOcarta gained acceptance in the
marketplace. With the ESRI platform gaining momentum in oil and
gas companies within Canada, both GEOcarta and the GEOcarta
Tools for ARCGIS are seeing increased interest by companies with
operations in both the US and Canada. During the period, the
Riley Electric's log inventory was also added to iDc's e-
commerce site -- http://www.energisite.com-- and the results
were immediate. Revenues associated with the electronic versions
of the Riley logs surpassed hardcopy sales for the first time in
Riley's history in April 2003. iDc fully expects this trend to
continue as customers begin to see the incomparable quality and
coverage of the Riley log inventory in the US. Further planned
enhancements to the delivery system and the introduction of a
transactional ordering system will also accelerate the growth of
these revenues.

iDc is an oil and gas service company. Its primary areas of
operation are Calgary, Alberta, Houston, Texas and Oklahoma
City, Oklahoma. The integration of the recent acquisitions,
gives iDc the capability to provide seismic data management,
transcription, storage and delivery of oil and gas exploration
geophysical data. Riley Electric Log Inc. positions iDc as the
leader in North America for log data and Request Integrated
Solutions offers state-of-the-art seismic archiving technology.
These divisions complement our industry leading open system
desktop mapping engine and analytical tool, GEOcarta.

   Discussion of Results for 3 Months ended March 31, 2002

Revenue increased 80% from the previous year. This increase is
due primarily from the Riley Electric Log, Inc., acquisition
completed at the end of the first quarter 2002.

Direct costs increased 120% from the prior year. This is
primarily attributable to the three acquisitions completed in
2002. There were research and development costs in the quarter
as iDc is no longer deferring those costs. Sales and marketing
costs remained the same from the previous year. General and
administrative expenses increased 73% compared to the previous
year. This is due to legal costs to settle several outstanding
issues, restructuring costs and the three acquisitions completed
in 2002.

EBITDA was a deficit of $437,500 compared to a deficit of
$184,800 from the previous year.

International Datashare Corporation (iDc) is a Calgary based
company that markets data and software to companies operating
within the energy industry around the world.

International Datashare's March 31, 2003 balance sheet shows
that its total current liabilities exceeded its total current
assets of about $4 million. Total accumulated deficit reached
$17 million, while its total shareholders' equity dwindled to
about $4 million.

                         Future Operations

International Datashare Corporation is a Calgary based company
that provides data, data management and software solutions to
companies operating in the energy industry around the world.
iDc's shares are listed on the Toronto Stock Exchange under the
symbol IED.

These consolidated financial statements have been prepared on
the basis of accounting principles applicable to a "going
concern" entity, which assumes that the Corporation will
continue operations in the foreseeable future and will be able
to realize its assets and discharge its liabilities in the
normal course of business.

The Corporation's ability to continue as a going concern is
dependent upon its ability to raise additional funds either
through issuance of debt or equity or to achieve positive cash
flow. At March 31, 2003 the Corporation has indebtedness under
its bank credit facility of $273,900. The credit facility is
currently limited to the lesser of 75% of accounts receivable or
$350,000.

Although the Corporation has completed equity financings as
outlined in the 2002 year-end results, its future viability is
dependant on the ability to achieve positive cash flow from
operations. Although there is no assurance the Corporation will
be successful in its endeavors, management is confident that it
will be able to secure additional financing until such time as
positive cash flow has been achieved. These consolidated
financial statements do not give effect to any adjustments that
may be necessary should the Corporation be unable to continue as
a going concern.


J.B. POINDEXTER: Extends Exchange Offer for $12.50% Senior Notes
----------------------------------------------------------------
J.B. Poindexter & Co., Inc. announced the extension of the
previously announced offering period in connection with the
exchange offer and consent solicitation of all outstanding
Poindexter 12.50% Senior Notes due 2004 for 12.50% Senior
Secured Notes due 2007 of Poindexter or Poindexter Holdings,
Inc., a newly formed wholly owned subsidiary of Poindexter that
will own all of Poindexter's other subsidiaries.

The offering period for the Exchange Offer and Consent
Solicitation is extended to now expire at 12:00 midnight, New
York City time, on Thursday, June 5, 2003.  Old Notes that were
properly tendered and not withdrawn will remain tendered unless
withdrawn prior to 12:00 midnight, New York City time, on the
Expiration Date.  Holders of Old Notes that have properly
tendered Old Notes may still tender such Old Notes prior to the
Expiration Date.  At this time, $84,860,000 aggregate principal
amount or 99.84% of the outstanding Old Notes have been
tendered.

As reported in Troubled Company Reporter's March 20, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on commercial van body manufacturer J.B.
Poindexter Co. Inc., to 'CC' from 'B' following the company's
announcement that it has initiated discussions with its
bondholders on restructuring its 12.5% senior unsecured notes
due May 2004. At the same time, Standard & Poor's lowered the
Houston, Texas-based company's senior unsecured debt rating to
'C' from 'B-'. In addition, all ratings were placed on
CreditWatch with negative implications. At Sept. 30, 2002, the
company had about $104 million of debt outstanding.

If the transaction is completed, Standard & Poor's will lower
the rating on the company's current 12.5% senior unsecured notes
to 'D', and the company's corporate credit rating would be
lowered to 'SD'. Subsequently, the ratings would be reassessed,
taking account of the benefits realized through the transaction.


KAISER ALUMINUM: Inks New Century Aluminum Supply Contract
----------------------------------------------------------
Century Aluminum Company (Nasdaq:CENX) and Kaiser Aluminum and
Chemical Corporation have entered into a new supply contract
covering all of the alumina requirements of Century's Hawesville
(KY) Operations for the period from January 1, 2006 through
December 31, 2008.

The price of alumina purchased under this contract will be
indexed to the price of primary aluminum on the London Metal
Exchange. An existing alumina supply contract between Century
and Kaiser covering the requirements of the Hawesville facility
is priced at a similar market-based formula and expires
December 31, 2005.

The Hawesville reduction plant has capacity to produce 244,000
metric tons of primary aluminum a year. Approximately two units
of alumina are required to produce one unit of aluminum.
Alumina, the feedstock for producing primary alumina, is
chemically refined from bauxite ores.

Century owns 525,000 mtpy of primary aluminum capacity. In
addition to the Hawesville plant, it owns and operates a
170,000-mtpy plant at Ravenswood, WV and a 49.67 percent
interest in the 222,000-mtpy reduction plant at Mt. Holly, SC.
Alcoa, Inc. owns the remainder and is the operating partner.
Century's headquarters are in Monterey, CA.


KCS ENERGY: Medallion Unit Resolves Legal Dispute over RSF Lease
----------------------------------------------------------------
KCS Energy, Inc. (NYSE: KCS) announced that its wholly owned
subsidiary, Medallion California Properties Company, had reached
a tentative settlement agreement to resolve pending litigation
on its RSF oil and gas lease in California.

The litigation was initiated by Newhall Land and Farming
Company, the lessor, in 2001 and relates to claims resulting
from oil and gas operations conducted by Oryx Energy Company and
Medallion California Properties Company.

"We are pleased to reach this settlement agreement which removes
the uncertainty of litigation, while delineating the respective
future obligations of the parties," stated William N. Hahne,
President and Chief Operating Officer of KCS Energy.  KCS'
obligations under the settlement agreement will not have any
material impact on the financial condition or results of
operations of the Company.

KCS is an independent energy company engaged in the acquisition,
exploration, development and production of natural gas and crude
oil with operations in the Mid-Continent and Gulf Coast regions.
For more information on KCS Energy, Inc., please visit the
Company's Web site at http://www.kcsenergy.com

KCS Energy's March 31, 2003 balance sheet shows a working
capital deficit of about $13 million, and a total shareholders'
equity deficit of about $24 million.


KMART CORP: Asks Court to Deem Reclamation Claim as Admin. Claim
----------------------------------------------------------------
Kmart Corporation and its debtor-affiliates ask the Court to
deem all reclamation claims that have been asserted in their
cases pursuant to the reclamation procedures previously approved
by the Court as timely administrative claims pursuant to their
confirmed reorganization plan without the need for the claimants
to file further administrative expense claims.

Since the reclamation claimants were already required by the
Reclamation Procedures Order to submit detailed reclamation
claims and the Debtors have already reconciled almost all of the
reclamation claims, they believe that the filing of
Administrative Claim Requests is no longer necessary.  The
Debtors believe that the proposal obviates the need for parties
to prepare duplicate copies of reclamation claims, many of which
were very voluminous.  The proposal will also resolve a number
of inquiries being raised by the reclamation claims about the
appropriate procedure for filing their claims.

Under the Confirmed Plan, reclamation claims are considered as
"Administrative Claims" and are entitled to treatment described
in the Plan.  A condition precedent to payment of an
Administrative Claim under the Plan is the claimant's filing of
an Administrative Claim Request Form no later than 45 days after
the June 20, 2003 effective date of the Plan.

The Reclamation Procedures Order authorized the Debtors to
resolve reclamation claims without the need of further Court
order.  Specifically, the Debtors were authorized to negotiate
with the reclamation claimants, and in an event an agreement was
reached concerning the reclamation claim amount, that claim will
be deemed an allowed reclamation claim.

In September 2002, the Debtors also obtained permission to pay
Allowed Reclamation Claims in cash equal to 75% of the actual
Claims if a claimant elected to be paid before the plan
confirmation.  The Payment Order alternatively allows the
payment of 100% of the Allowed Reclamation Claims pursuant to a
confirmed Plan.

The Debtors report that 2,523 reclamation claims asserting
$1,069,000,000 were filed, although $795,000,000 of the Claims
were duplicates of one another.  After the elimination of the
duplicate claims, the Debtors identified 693 reclamation claims
asserting $274,700,000.  To date, the Debtors have resolved 690
of the reclamation claims for $124,000,000.  The holders of 164
reclamation claims opted for the 75% payment pursuant to the
Payment Order, giving the Debtors $5,100,000 in savings. (Kmart
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LAMAR MEDIA: Prices $125 Million of Senior Subordinated Notes
-------------------------------------------------------------
Lamar Media Corp., a wholly-owned subsidiary of Lamar
Advertising Company (NASDAQ: LAMR), has agreed to sell an
aggregate principal amount of $125 million of 7-1/4% senior
subordinated notes due 2013 in an institutional private
placement, as previously announced. The issue price is 103.661%
to yield 6-5/8%, resulting in net proceeds of approximately
$127.7 million. The notes will have the same terms and
conditions as the 7-1/4% senior subordinated notes due 2013
issued by Lamar Media in December 2002. The net proceeds of the
offering will be used to redeem $100 million of the outstanding
$199 million principal amount of Lamar Media's 8 5/8% senior
subordinated notes due 2007 and to prepay a portion of
outstanding loans under the Company's credit facility. The
closing of the offering is expected in mid June and is subject
to customary terms and conditions. On May 29, 2003, Lamar Media
called for redemption on June 28, 2003 $100 million principal
amount of the outstanding 8-5/8% notes at the mandatory call
price of 104.313% of the principal amount plus accrued and
unpaid interest.

The notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws, and are being
offered only to qualified institutional buyers in reliance on
Rule 144A under the Securities Act and outside of the United
States in accordance with Regulation S under the Securities Act.
Unless so registered, the notes may not be sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state
securities laws.

As reported in Troubled Company Reporter's January 30, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB-'
rating to Lamar Media Corp.'s $1.25 billion senior secured
credit facilities. These new facilities replaced the company's
existing $1.315 billion senior secured credit facilities.

Standard & Poor's also affirmed its 'BB-' corporate credit
ratings on Lamar Media and its holding company parent, Lamar
Advertising Co. The outlook is stable for the Baton Rouge, La.-
headquartered outdoor advertising company. About $1.8 billion of
total debt is outstanding.


LD BRINKMAN: US Trustee to Convene Sec. 341(a) Meeting on June 4
----------------------------------------------------------------
The United States Trustee will convene a meeting of L.D.
Brinkman Holdings, Inc., and its debtor-affiliates' creditors on
June 4, 2003, 2:30 p.m., at the Office of the U.S. Trustee, 1100
Commerce Street, Room 976, Dallas, Texas 75242.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a)
in all bankruptcy cases.

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

L.D. Brinkman Holdings, Inc., and L.D. Brinkman Corporation,
filed for chapter 11 protection on April 29, 2003 (Bankr. Tex.
Case No. 03-34243).  Marci Romick Weissenborn, Esq., at Arter
and Hadden, represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed debts and assets of over $10 million each.


LUCENT: Fitch Says $1.5-Billion Convertible Senior Debt is Junk
---------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+' rating to Lucent's recently
issued $1.5 billion convertible debentures. The debentures were
sold in two series, A and B, maturing in 2023 and 2025,
respectively and are pari passu with Lucent's other senior
unsecured debt. Series A totaled $750 million, has an interest
rate of 2.75% and is convertible to common stock at a conversion
price of $3.34 (representing a 48% premium over the price of the
common stock on May 29, 2003). In addition, bondholders have the
option of redeeming the securities in 2010, 2015, and 2020.
Series B totaled $775 million, carries the same interest rate,
has a conversion price of $3.12 (representing a 38% premium over
the price of the common stock on May 29, 2003), and may be
redeemed by the bondholders in 2013 and 2019. Fitch expects
Lucent to use the proceeds from the offering to repay or
repurchase higher cost debt. The Rating Outlook remains
Negative.

The ratings continue to reflect the company's weak credit
protection measures, limited financial flexibility (which was
further evidenced by the restriction on its $595 million of new
senior secured bank facilities to be used exclusively for
letters of credit and not operating purposes), execution risks
surrounding the company's restructuring programs, uncertainty
surrounding the prospects for the company's success in
implementing its network integration strategy and the continued
difficult environment for Lucent's end markets. The Negative
Rating Outlook reflects the uncertain capital expenditure
patterns of the company's customer base and the lack of
visibility into the timing of a recovery in the
telecommunications equipment market.

While Lucent has strengthened its balance sheet through the
execution of preferred stock and debt exchanges, credit
protection measures remain weak, mainly from lack of positive
EBITDA generation. Since June 2002, the company has repurchased
$942 million of its 8% convertible preferred stock, $598 million
of its 7.75% convertible trust preferred securities, and $87
million of other senior debt obligations in exchange for
approximately 621 million shares of common stock. As of the
quarter ended March 31, 2003, total debt was approximately $5.6
billion versus $6.2 billion for the quarter ended December 31,
2002. While Lucent has no significant long-term debt maturities
until 2006 (when approximately $1.1 billion of notes are due),
the 8% convertible preferred stock is redeemable at the option
of the holders on various dates, the earliest of which is August
2, 2004. As of May 13, 2003, the liquidation value of these
securities was $943 million.

Despite the availability of the new senior secured facilities,
Fitch continues to believe that Lucent's financial flexibility
remains limited. Cash and marketable securities were
approximately $3.4 billion as of March 31, 2003 and the company
expects to end the fiscal year (ending September 30, 2003) with
at least $2.5 billion, after funding operations, satisfying
restructuring needs and meeting debt service obligations. While
Fitch acknowledges that the substantial cash balance is more
than adequate to meet the company's near-term obligations, there
is concern that the cash burn may continue at a higher than
expected rate as the company's operations continue to struggle
in the difficult economic environment and it is unlikely that
the company will continue to benefit from working capital
reduction. Net cash used for operations, excluding the
approximate $400 million in cash costs for restructuring,
totaled $1 billion in the first half of fiscal 2003 and is
forecasted to be $400 million in the second half of the year,
while remaining cash costs for restructuring are expected to be
$300 million.

Lucent's revenue continues to be negatively affected by the
current weak demand in its markets. The company recently revised
its revenue guidance for fiscal year 2003 to a decline of 20%-
25% from an original forecast of a 20% decrease, further
demonstrating the continued lack of visibility in its end
markets. The continued restructuring efforts of the company have
enabled the company to reduce quarterly earnings per share
break-even revenue to $2.4 billion from the previously announced
$2.5 billion. Although Lucent anticipates returning to
profitability by the end of fiscal year 2003, Fitch believes it
is questionable as to whether or not this goal can be attained,
given the continued top-line pressure the company is facing.
While Lucent is revising its strategy to incorporate a network
integrator model into its business plan, it is uncertain as to
how successful the company may be in this area. In addition,
capital spending by carriers is still under pressure and there
is no evidence of a turnaround in spending on the horizon.

Lucent Technologies' 7.70% bonds due 2010 (LU10USR1) are trading
at about 75 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for
real-time bond pricing.


MAGELLAN HEALTH: Gets Open-Ended Lease Decision Period Extension
----------------------------------------------------------------
Bankruptcy Court Judge Beatty orders that the time within which
Magellan Health Services, Inc., and its debtor-affiliates may
assume or reject their unexpired nonresidential real property
Leases pursuant to Section 365(d)(4) of the Bankruptcy Code is
extended to the date of confirmation of a plan of reorganization
in the Debtors' Chapter 11 cases. (Magellan Bankruptcy News,
Issue No. 8: Bankruptcy Creditors' Service, Inc., 609/392-0900)

Magellan Health Services' 9.375% bonds due 2007 (MGL07USA1) are
trading at about 96 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MERRILL LYNCH: Fitch Rates Class B-1 & B-2 Notes at Low-B Level
---------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc.'s $344.2 million mortgage
pass-through certificates, series 2003-A3 classes I-A and I-A-IO
(senior certificates), are rated 'AAA' by Fitch Ratings. In
addition, Fitch rates the $4.8 million class M-1 certificates
'AA', $2.1 million class M-2 certificates 'A', $885,000 class M-
3 certificates 'BBB', $708,000 class B-1 certificates 'BB' and
$531,000 class B-2 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 2.75%
subordination provided by the 1.35% class M-1, 0.60% class M-2,
0.25% class M-3, 0.20% privately offered class B-1, 0.15%
privately offered class B-2 and 0.20% privately offered class B-
3 (not rated by Fitch). Classes M-1, M-2, M-3, B-1, and B-2 are
rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on
their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the master servicing
capabilities of Wells Fargo Bank Minnesota, rated 'RMS1' by
Fitch.

The collateral consists of conventional, first lien, one- to
four-family, 30-year adjustable-rate residential mortgage loans.
Each of the mortgage loans has an initial fixed interest rate
for a period of five years, after which the interest rate
adjusts on a semiannual or annual basis. The mortgage loans have
a weighted average loan-to-value ratio of 68.58%. The average
balance of the mortgage loans is approximately $435,303 and the
weighted average coupon of the loans is 5.408%. The weighted
average FICO is 726. The three states that represent the largest
portion of mortgage loans are California (23.80%), New Jersey
(8.62%) and Florida (8.24%).

Approximately 89.84%, 8.94% and 1.23% of the mortgage loans were
originated or acquired in accordance with the underwriting
guidelines of Merrill Lynch Credit Corporation, National City
Mortgage Co. and GMAC, respectively. Approximately 89.84%, 8.94%
and 1.23% of the mortgage loans are serviced by Cendant Mortgage
Corporation, National City Mortgage Co. and GMAC, respectively.

None of the mortgage loans are 'high cost' loans as defined
under any local, state or federal laws.

MLMI, a special purpose corporation, deposited the loans in the
trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, an election will be made to treat the trust as one or
more real estate mortgage investment conduits. Bank One, N.A.
will act as trustee.


NATIONAL CENTURY: Motion to Appoint NPF XII SubPanel Draws Fire
---------------------------------------------------------------
Leon Friedberg, Esq., at Carlile, Patchen & Murphy, in Columbus,
Ohio, recounts that by a January 2003 letter to U.S. Trustee
Saul Eisen, Bank One requested appointment to the NPF XII
Subcommittee as an ex-officio member.  The U.S. Trustee has not
acted on this request.

While the Creditors' Committee of Unsecured Creditors of
National Century Financial Enterprises, Inc., does not object
per se to Bank One's proposed service on the NPF XII
Subcommittee, the Creditors' Committee believes that the
inclusion or refusal to include an ex officio member is a matter
of internal committee governance, and not a matter for the Court
or the U.S. Trustee.

Mr. Friedberg asserts that decision to include or exclude
certain entities as ex-officio members of a committee is a
matter best left to the committee itself.  Bank One should
direct its request to the NPF XII Subcommittee.  If the NPF XII
Subcommittee has refused to include Bank One, the Court should
not disturb the combined judgment of the NPF XII Subcommittee
and the U.S. Trustee.

Section 1102(a)(2) of the Bankruptcy Code provides a Bankruptcy
Court power to direct the U.S. Trustee to appoint additional
committees.  However, the composition of committees appears to
rest in the sole discretion of the U.S. Trustee.

Moreover, Bank One's request does not plead that the NPF XII
Noteholders are not adequately represented on the Subcommittee.
Mr. Friedberg points out that this pleading, if ever, would be
senseless since the NPF XII Subcommittee was formed specifically
to provide NPF XII Noteholders with adequate representation.

In addition, the NPF XII Noteholders and other similarly
situated Noteholders comprise a majority of the Official
Committee of Unsecured Creditors.  "It is difficult to imagine
how the Noteholders represented by Bank One could be more
thoroughly represented in this bankruptcy case," Mr. Friedberg
comments.

Accordingly, the Creditors' Committee asks the Court to deny the
Bank One's request to appoint itself to the Official NPF XII
Subcommittee.

           NPF XII Subcommittee Doesn't Like It Either

Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy, in
Los Angeles, California, tells the Court that Bank One has cited
no statutory authority in support of its request and has
provided the Court with no real reason to grant its request.

The current six official and ex officio members of the NPF XII
Subcommittee hold over $1,000,000 of notes issued by NPF XII.
Obviously, the current composition of the NPF Subcommittee is
representative of the interests of the holders of NPF XII notes.
Moreover, Bank One does not need to sit on the NPF XII
Subcommittee in order to communicate with the Subcommittee's
members or counsel.

The U.S. Trustee opposes Bank One's request on the grounds that
it intrudes on the statutory authority of the U.S. Trustee to
appoint the members of official creditor committees.  The NPF
XII Subcommittee joins in the U.S. Trustee's opposition.  Mr.
Moore argues that the decision to grant ex officio membership on
an official committee to any particular creditor has
historically been at the committee's discretion.  If the
Official NPF XII Subcommittee believed that it needed Bank One
at the table to participate in the Subcommittee's deliberations,
it would already have extended that offer of ex officio status.

Mr. Moore tells that Court that the principal reason Bank One
should not, and cannot be provided a seat in the deliberations
of the NPF XII Subcommittee is that, to a considerable extent,
the NPF XII Subcommittee is currently focused on maximizing
litigation recoveries, including through forensic accounting
analyses regarding:

    -- NPF XII's business relations with the principal health
       care providers that sold receivables to NPF XII, and

    -- transfers of funds in and out of NPF XII bank accounts at
       Bank One.

Bank One already is a defendant in one major lawsuit brought by
a large holder of NPF XII notes regarding these issues, and it
is widely anticipated that more lawsuits will be brought against
Bank One by individual NPF XII noteholders and by official
representatives of the estate of NPF XII.  Thus, Bank One would
be recused from most deliberations of the NPF XII Subcommittee
just as soon as it appeared for its first meeting of the
Subcommittee.

Moreover, current discussions in the NPF XII Subcommittee
revolves around the proper mechanism for achieving, liquidating
and distributing litigation recoveries.  Since Bank One could
not participate in any discussions where its interests could be
adverse to the interests of the NPF XII holders, Bank One could
not participate in virtually all NPF XII Subcommittee meetings.

Bank One and the NPF XII Subcommittee have worked together in
these Chapter 11 cases wherever possible, even knowing that the
NPF XII estate and individual NPF XII noteholders, on the one
hand, and Bank One, on the other hand, would become adversaries
in litigation.  Those common endeavors were done through
counsel, and at arm's length.  However, NPF XII subcommittee
maintains that there simply is no room for Bank One to
participate in the close quarters discussions that take place on
a creditors' committee, if that committee is to play a
meaningful role in these Chapter 11 cases.

Accordingly, the NPF XII Subcommittee asks the Court to deny
Bank One's request. (National Century Bankruptcy News, Issue No.
17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NRG ENERGY: Enters into $752 Million Xcel Settlement Agreement
--------------------------------------------------------------
On March 26, 2003, Xcel Energy announced that its board of
directors had approved a tentative settlement agreement with
holders of most of NRG Energy's long-term notes and the steering
committee representing NRG Energy's bank lenders.  The
settlement is subject to certain conditions, including the
approval of at least a majority in dollar amount of the NRG
Energy bank lenders and long-term noteholders and definitive
documentation.

The terms of the settlement call for Xcel Energy to make
payments to NRG Energy over the next 13 months totaling up to
$752,000,000 for the benefit of NRG Energy's creditors in
consideration for their waiver of any existing and potential
claims against Xcel Energy.  Under the settlement, Xcel Energy
will make these payments:

    (a) $350,000,000 at or shortly after the consummation of a
        restructuring of NRG Energy's debt.  It is expected this
        payment would be made prior to year-end 2003;

    (b) $50,000,000 on January 1, 2004.  At Xcel Energy's
        option, it may fill this requirement with either cash or
        Xcel Energy common stock or any combination, and

    (c) $352,000,000 in April 2004.  Since the announcement on
        March 26, representatives of NRG Energy, Xcel Energy,
        the bank lenders and noteholders have continued to meet
        to draft the definitive documentation necessary to fully
        implement the terms and conditions of the tentative
        settlement agreement.

The overriding goal of the settlement was to minimize the
disruption to NRG Energy and its affiliates resulting from the
Commencement of the Chapter 11 Cases, by seeking to conclude the
Chapter 11 Cases as quickly as possible.

                     The Plan Support Agreement

NRG Energy's negotiations with its creditors and Xcel resulted
in the execution of a Plan Support Agreement dated as of May 13,
2003, between NRG Energy, and certain of its Debtor
Subsidiaries, Xcel, the Supporting Noteholders, and the
Supporting Lenders. The key terms of the Plan Support Agreement
are summarized as:

    (a) support by NRG Energy to commence the Chapter 11 Cases,
        seek expeditious approval of a disclosure statement
        consistent with both the terms of Term Sheet and Plan
        Support Agreement, propose a plan of reorganization and
        solicit votes in favor of the Plan and effectuate the
        Plan as quickly as possible;

    (b) support by Xcel to implement the terms of the Term Sheet
        and otherwise cooperate in the consummation of the Term
        Sheet and restructuring of NRG Energy;

    (c) support by the Supporting Noteholders and the Supporting
        Lenders to support the Plan and use their commercially
        reasonable efforts to facilitate the filing and
        confirmation of the Plan at the earliest practicable
        date, and release certain causes of action;

    (d) termination provisions which provide that the Plan
        Support Agreement may terminate upon the happening of
        certain Termination Events, as defined in the Plan
        Agreement, which include, but may not be limited to:

        (1) conversion of the Chapter 11 Cases to a proceeding
            under Chapter 7 of the Bankruptcy Code;

        (2) failure of Xcel to fulfill any of its obligations
            under the Plan Support Agreement;

        (3) the failure to comply with any conditions to the
            obligations of any party;

        (4) any declaration by any court that the Plan Support
            Agreement is unenforceable;

        (5) the failure to file material documents relating to
            the Chapter 11 Cases within specified timeframes;

        (6) the failure to determine or resolve certain Claims;
            and

        (7) the failure to achieve an Effective Date by December
            31, 2003.

The key provisions of the Term Sheet incorporated into the Plan
Support Agreement are summarized as:

     (a) agreement by Xcel to make the Xcel Contribution, up to
         $640,000,000, as:

         (1) $238,000,000 on the later of 90 days after the
             entry of a confirmation order by the Bankruptcy
             Court, or one business day after the Effective
             Date;

         (2) $50,000,000 in Cash or XEL Stock on the later of
             January 1, 2004; 90 days after the entry of a
             confirmation order by the Bankruptcy Court; or one
             business day after the Effective Date; and

         (3) up to $352,000,000 on the later of April 30, 2004;
             90 days after the entry of a confirmation order by
             the Bankruptcy Count, or one business day after the
             Effective Date.

    (b) agreement by Xcel to contribute to NRG Energy
        $112,000,000 of cash to be funded on the later of 90
        days after the entry of a confirmation order by the
        Bankruptcy Court, or one business day after the
        Effective Date to a Separate Bank Settlement Group to
        settle separate book Group Claims held by the Separate
        Bank Settlement Group, provided that 100% of the
        Separate Bank Settlement Group signs the Separate Bank
        Settlement Release;

    (c) agreement by the parties that the Xcel Contribution will
        be allocated as these:

        (1) $250,000,000 in exchange for the release of certain
            NRG Energy causes of action; and

        (2) up to $390,000,000, plus certain Xcel causes of
            action, which will be exchanged for certain other
            claims of NRG Energy, the Supporting Lenders and the
            Supporting Noteholders.

    (d) agreement that Xcel could elect to pay up to
        $150,000,000 of the Initial Contribution in Xcel Stock
        upon the occurrence of a downgrade of Xcel's corporate
        credit rating and certain events;

    (e) agreements relating to the Plan to be filed by NRG
        Energy and the Confirmation Order which NRG Energy will
        seek as a part of the Chapter 11 Cases;

    (f) agreements relating to tax issues, injunctions, certain
        intercompany claims and agreements, transitional
        services, employee mutters, and certain other agreements
        between Xcel and NRG Energy,

    (g) agreements relating to the timing and distribution of
        Cash, New NRG Common Stock and New NRG Senior Notes to
        the holders of Allowed Claims entitled to receive the
        distributions;

    (h) miscellaneous agreements relating to intercompany
        claims, fiduciary duties, the post-petition board of
        directors of NRG Energy, the post-reorganization board
        of directors of NRG Energy, the charter and bylaws of
        post-reorganization NRG Energy, other releases, other
        injunctions, indemnification, provisions relating to the
        reallocation of Cash, New NRG Common Stock and New NRG
        Senior Notes among holders of Allowed Claims entitled to
        receive the distributions, settlements with holders of
        project-level secured debt, a management incentive plan,
        and disputed Claims. (NRG Energy Bankruptcy News, Issue
        No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)

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


NTELOS INC: Files Disclosure Statement for Joint Plan of Reorg.
---------------------------------------------------------------
NTELOS Inc., has filed our Disclosure Statement in connection
with its Chapter 11 case, which is pending in the United States
Bankruptcy Court for the Eastern District of Virginia. The Court
must approve the Disclosure Statement, which provides details
regarding the Joint Plan of Reorganization, before the company
can solicit votes on its Plan. Following Court approval of the
Disclosure Statement, the Plan -- which has the support of the
company's creditors' committee -- would become effective only
after receiving the required vote under bankruptcy law and
confirmation by the Court. The company believes that the Plan is
consistent with the Plan Support Agreement the company entered
into with a majority of its bank lenders on April 10, 2003.

NTELOS and certain of its subsidiaries voluntarily filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 4, 2003 in order to complete development and
implementation of a comprehensive financial restructuring plan
that would significantly reduce the company's debt.

James Quarforth, Chief Executive Officer of NTELOS, said, "The
filing of our Disclosure Statement is a major step towards our
emergence from the Chapter 11 process. Equally important,
working closely with our principal creditors, we have developed
a plan that meets our primary objective of positioning ourselves
for long-term success through a meaningful level of debt
reduction."

Under the Disclosure Statement and Plan, as proposed and subject
to approval by the Court:

-- The reorganized company would sell $75 million aggregate
   principal amount of new 9% convertible notes, consistent with
   the terms of the Subscription Agreement dated April 10, 2003.
   For more information regarding the Subscription Agreement,
   Including conditions to the consummation of such agreement,
   please refer to the company's Form 8-K dated April 10, 2003.

-- As contemplated by the Plan Support Agreement, the
   reorganized company and its subsidiaries would enter into a
   new credit agreement with the Supporting Lenders on
   substantially the terms set forth in the Exit Financing Term
   Sheet, which has been filed with the Securities and Exchange
   Commission. For more information regarding the Plan Support
   Agreement, which attaches the Exit Financing Term Sheet,
   including conditions to the consummation of such agreements,
   please refer to the company's Form 8-K dated April 10, 2003.

-- The reorganized company would issue substantially all of the
   new common stock to holders of the company's senior notes, as
   detailed in the Plan. Holders of subordinated notes would
   also receive new common stock under the Plan.

-- Holders of preferred stock would receive warrants to purchase
   new common stock of the reorganized company, as detailed in
   the Plan. Holders of common stock would have no recovery.

Under the Plan, the reorganized company would pay holders of
allowed claims in cash, as detailed therein. The Disclosure
Statement filed in connection with the Plan also includes
financial projections regarding the company's reorganized
business enterprise value, including support for the "best
interests" requirements for the Plan under the Bankruptcy Code,
and events leading up to and during the company's Chapter 11
case.

The company anticipates a July 1, 2003 date for a required Court
hearing on the Disclosure Statement.

The company is filing the Disclosure Statement and Plan on Form
8-K with the SEC.

NTELOS Inc. (OTC Bulletin Board: NTLOQ) is an integrated
communications provider with headquarters in Waynesboro,
Virginia. NTELOS provides products and services to customers in
Virginia, West Virginia, Kentucky, Tennessee and North Carolina,
including wireless digital PCS, dial-up Internet access, high-
speed DSL (high-speed Internet access), and local and long
distance telephone services. Detailed information about NTELOS
is available online at http://www.ntelos.com


OWENS CORNING: Intends to Divest Brazil Unit's $42M Excess Funds
----------------------------------------------------------------
IPM, Inc. is a direct, wholly owned, non-Debtor subsidiary of
Owens Corning, which serves primarily as a holding company for
many of the Company's foreign subsidiaries.  IPM currently owns
99% of the shares of Owens Corning Fiberglas A.S. Limitada or OC
Brazil, a Brazilian corporation.  IPM also owns all of the stock
of Owens Corning NRO, Inc., a Canadian corporation and another
non-Debtor.  NRO, in turn, owns all of the stock of Owens
Corning Canada, Inc., a Canadian corporation and another non-
Debtor.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that OC Brazil currently holds
$42,000,000 in excess funds.  Although the Excess Funds
currently are invested in U.S. denominated investments, and
therefore are protected against a devaluation of Brazil's
currency -- real, the Debtors are concerned that any devaluation
would still have severe tax consequences to OC Brazil.  To the
extent the real devaluates as against the dollar, the Excess
Funds will convert to more reals, which are taxable as income
under Brazilian law and require the payment of additional tax.
For example, because of currency devaluations experienced in
2002, OC Brazil's effective tax rate in 2002 exceeded 70%.

Due to this potential tax cost, and in order to utilize the
Excess Funds for Owens' benefit, OC Brazil believes it is
prudent to divest itself of the Excess Funds by way of a
dividend to its shareholder.  Because OC Brazil's parent, IPM,
is a U.S. corporation, OC Brazil cannot pay dividends to IPM
without incurring a U.S. tax.  This U.S. tax would eventually
turn into a cash cost as Owens Corning would need to utilize
valuable "net operating loss carryovers" to offset this dividend
income.

Owens Corning has determined that the most favorable method to
divest the Excess Funds is by directing OC Brazil to divest the
funds to a Canadian company, OC Canada, rather than to a U.S.
company, IPM.  Under current Canadian tax law, dividends from
subsidiaries of Canadian companies are not taxable.  To achieve
this result, these steps are required:

    1. IPM must transfer its ownership interest in OC Brazil to
       NRO as a capital contribution;

    2. NRO, as OC Canada's parent, must transfer its ownership
       interest in OC Brazil to OC Canada, its direct
       subsidiary, as a capital contribution.  OC Brazil then
       will be able to divest the Excess Funds to its new parent
       corporation, OC Canada, without the adverse tax
       consequences; and

    3. Although IPM, NRO, OC Brazil and OC Canada are non-
       debtors, certain of their actions are governed by the
       Final Cash Management Order on the transfers of funds to
       debtor and non-debtor affiliates.

While the Debtors believe that the capital contributions and
other actions contemplated in this transaction do not implicate
the terms of the Final Cash Management Order, the Debtors seek
the Court's authority to consummate the transaction out of an
abundance of caution.  Furthermore, the Debtors believe that
payment of a dividend by OC Brazil involves a transfer that may
not specifically be permitted by the Final Cash Management
Order. Accordingly, although the property of IPM, NRO, OC Brazil
and OC Canada is not property of the Debtors' estates governed
by Section 363 of the Bankruptcy Code, in an abundance of
caution, the Debtors ask Judge Fitzgerald to approve the
dividend payment under Sections 363 and 105 of the Bankruptcy
Code.

By this motion, and in an abundance of caution, the Debtors seek
the Court's authority and approval of:

    1. IPM's capital contribution of its stock in OC Brazil to
       NRO;

    2. NRO's subsequent capital contribution of its stock in OC
       Brazil to OC Canada; and

    3. OC Brazil's payment of a dividend of the Excess Funds to
       OC Canada.

Mr. Pernick believes that the transactions for which approval is
sought are supported by sound business reasons, in that they
permit the utilization by the Debtors of the Excess Funds while
at the same time:

    1. allowing OC Brazil to avoid what could be a significant
       tax obligation under Brazilian law; and

    2. avoiding the adverse tax consequences that would apply if
       the Excess Funds were paid to IPM or another United
       States corporation as a dividend, rather than to OC
       Canada.

The transactions provide for significant overall benefit to the
Debtors, as well as to creditors and parties-in-interest. (Owens
Corning Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PANAVISION INC: S&P Affirms CCC Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on entertainment industry camera systems company
Panavision Inc. and removed it from CreditWatch due to Standard
& Poor's view that Panavision's risk of immediate default has
been reduced by amendments to its bank loan agreement and
repayment schedule, and the capital support provided by its
parent company. The outlook is negative.

Woodland Hills, California-based Panavision is the leading
designer and manufacturer of high-quality camera systems that
are rented to the motion picture and television industries. The
company also rents lighting equipment and sells lighting filters
in certain markets and has a digital post-production laboratory
business. The firm has approximately $343 million in debt.

"Panavision's latest bank amendment on March 27, 2003, provides
near-term relief by loosening bank financial covenants and
deferring $20 million in 2003 debt maturities to March 31,
2004," according to Standard & Poor's credit analyst Steve
Wilkinson. He continued, "In addition, Panavision's debt was
reduced because its parent company, Mafco Holdings Inc.,
converted $90.9 million of Panavision's subordinated bonds that
it owned into 10% perpetual, pay-in-kind preferred stock as part
of the agreement. Mafco also contributed $10 million in cash and
extended the undrawn $4 million line of credit it provides to
Panavision by one year to March 31, 2004." Wilkinson noted,
"While these actions are positive, Panavision's maturity
schedule and limited liquidity remain significant concerns, and
the company will need to further amend its capital structure by
March 31, 2004, to avoid a default."


PAPER WAREHOUSE: Files for Chapter 11 Reorganization in Minn.
-------------------------------------------------------------
Paper Warehouse, Inc. (OTCBB:PWHS), has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The company filed the petition in U.S.
Bankruptcy Court for the District of Minnesota in Minneapolis,
Minnesota. Neither of the company's wholly-owned subsidiaries,
Paper Warehouse Franchising, Inc., or PartySmart.com, Inc., was
included in the filing, allowing normal sales operations to
continue at the 51 franchise stores.

The company also announced that 24 corporately owned stores will
close, effective June 2, 2003, as part of the overall
reorganization. The stores, located in 7 states, were
underperforming

The reorganization allows for normal operations and customer
service to continue without disruption to sales, order
processing and shipments at 113 store locations.

In connection with its Chapter 11 filing, the company also
announced that it has secured a $6.5 million debtor-in-
possession (DIP) financing from Wells Fargo Retail Finance. The
company anticipates that this financing, together with its
ongoing revenue stream, will be more than adequate to fund its
operations, including payment of employee wages and benefits,
during the reorganization process.

"This voluntary reorganization is being taken to position us for
the strongest future of the business, the staff and our
vendors." said Yale T. Dolginow, President and CEO. "We are
moving decisively to execute a plan which can insure a future."
The events following September 11, the weak economy and the war
with Iraq all contributed to the economic challenges faced by
Paper Warehouse. This restructuring allows the company the
opportunity to address the financial issues presented by its
considerable debt obligations. The company's debt was incurred
primarily during a five-year period of growth since its initial
public offering. The restructuring will allow the company to
reduce its debt levels, improve its balance sheet and align its
business strategy and operational structure with the current
economic climate and market conditions.

"We appreciate the ongoing loyalty and support of our employees.
Their dedication and hard work is critical to our success. We
remain committed to leading Paper Warehouse toward a strong and
profitable future with the help of our employees, our customer
base, our franchise network and our vendor community. Paper
Warehouse remains a viable business that is deeply committed to
our employees and the major markets in which we operate,"
Dolginow commented.

Shares of the company's stock (PWHS) continue to trade on the
Nasdaq Over the Counter Bulletin Board. The company has not set
a target date for emergence from Chapter 11, but Dolginow
stressed that the company's strategy is to move quickly.

Paper Warehouse specializes in party supplies and paper goods
and operates under the names Paper Warehouse, Party Universe,
and www.PartySmart.com. PartySmart.com can be accessed at
http://www.PartySmart.com

Paper Warehouse stores offer an extensive assortment of special
occasion, seasonal and everyday party and entertainment
supplies, including paper supplies, gift wrap, greeting cards
and catering supplies at everyday low prices. As of May 2, 2003,
the company had 137 retail locations (86 company-owned stores
and 51 franchise stores) conveniently located in major retail
trade areas to provide customers with easy access to its stores.
The company's headquarters is in Minneapolis.


PAPER WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor:  Paper Warehouse, Inc.
         7630 Excelsior Boulevard
         Minneapolis, MN 55426-4504

Type of Business: Retail stores specializing in party supplies
                  and paper goods

Bankruptcy Case No.: 03-44030

Chapter 11 Petition Date: June 2, 2003

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Michael L. Meyer, Esq.
                  Ravich Meyer Kirkman McGrath & Nauman
                  80 S 8th St., Suite 4545
                  Minneapolis, MN 55402
                  612-332-8511

Total Assets: $20,763,924 (as of May 2, 2003)

Total Debts: $26,546,615 (as of May 2, 2003)

List of Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Amscan Inc.                   Goods & Services      $4,124,552
80 Grassland Road
Elmsford, NY 10523
Contact: JIM HARRISON
800-284-4333


Hallmark Marketing Corp.      Goods & Services      $2,541,565
2501 McGEE #485
Kansas City, MO 64141-6580
Contact: CAROLYN DAVIS
816-274-3383

Mayflower Distributing Co.    Goods & Services        $681,784
1155 Medallion Drive
Mendota Heights, MN 55120
Contact: MARTY ABELOVITZ
651-452-4892

Converting Inc.               Goods & Services        $619,112
255 Spring Street
Clintonville, WI 54929
Contact: PATRICK BUCKLEY
800-826-0418

Alexander, Jeffrey            Bondholder              $400,000
5102 Pflaum Road
Madison, WI 53704
608-222-8684

Beistle Company               Goods & Services        $349,523
1 Beistle Plaza
Shippensburg, PA 17257
Contact: TRICIA LACY
717-532-2131

Unique Industries Inc.        Goods & Services        $291,609
2400 S WECCACOE AVE
Philadelphia, PA 19148-4298
Contact: CRAIG NOVAK
800-888-1705

World Source Inc.             Goods & Services        $261,917
9220 James Ave. So.
Minneapolis, MN 55431-2315
Contact: DWIGHT LUCHT
952-703-8880

American Greetings            Goods & Services        $238,669
One American Road
Cleveland, OH 44144
Contact: NICK CLEMENTI
800-321-3040

Cleo, Inc.                    Goods & Services        $173,124

National Latex                Goods & Services        $167,434

Rubies Costume Co.            Goods & Services        $150,123

RGIS Inventory Specialists    Goods & Services        $149,148

Denver Newspaper Agency       Goods & Services        $108,165

Duni Corporation              Goods & Services         $83,846

Labelle & Associates          Goods & Services         $81,657

Turn Up the Music             Goods & Services         $70,952

Cindus Corporation            Goods & Services         $69,552

YA Otta Pinata                Goods & Services         $63,676

Sterling, Inc.                Goods & Services         $58,531


PEM ELECTRICAL: Wants Nod to Hire Silverman Perlstein as Counsel
----------------------------------------------------------------
PEM Electrical Corp., asks for permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Silverman Perlstein & Acampora LLP as counsel.

The Debtor tells the Court that it needs to retain Silverman
Perlstein to:

     a) provide legal advice with respect to the Debtor's powers
        and duties as a Debtor-in-possession in accordance with
        the provisions of the Bankruptcy Code in the continued
        management of the Debtor's property and affairs;

     b) prepare, on behalf of the Debtor, all necessary
        applications, motions, answers, orders, reports and
        other legal documents required by the Bankruptcy Code
        and Federal Rules of Bankruptcy Procedure;

     c) perform all other legal services for the Debtor, which
        may be necessary in connection with the Debtor's attempt
        to reorganize the Debtor's affairs under the Bankruptcy
        Code; and

     d) assist the Debtor in the development and implementation
        of a plan of reorganization.

Gerard R. Luckman, Esq., a member of Silverman Perlstein
discloses that the firm will bill the Debtors at its current
hourly rates, ranging from $60 to $425 per hour.  Mr. Luckman
adds that the Debtor has paid the firm the sum of $50,000 as a
retainer to act as counsel to the Debtor and to represent it in
this proceeding.

PEM Electrical Corp., filed for chapter 11 protection on May 23,
2003 (Bankr. S.D.N.Y. Case No. 03-13358).  Gerard R. Luckman,
Esq., at Silverman Perlstein & Acampora, LLP, represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of
over $1 million and debts of over $10 million.


PENNEXX FOODS: Smithfield Foods Agree to Forbear Until June 18
--------------------------------------------------------------
Pennexx Foods, Inc. (OTC: PNNX), a leading provider of case-
ready meat to retail supermarkets in the Northeast, has entered
into a Forbearance and Peaceful Possession Agreement with
Smithfield Foods, Inc. which has been approved by the United
States District Court for the Eastern District of Pennsylvania.

The principal terms of the Forbearance Agreement are as follows:
(1) Smithfield will forebear from exercising any of its rights
or remedies until June 18, 2003 (2) The Company is required to
pay Smithfield $13.0 million on or before June 9, 2003 plus a
per diem interest charge from and after May 30, 2003 to retire
all amounts owed to Smithfield. (3) The Company is required to
provide Smithfield with a release of its Guaranty of the
Company's Operating Lease obligations on or before June 18,
2003. (4) The Company has, for itself and its shareholders and
affiliates, released Smithfield from all obligations and
liabilities other than those set forth in the Forbearance
Agreement.

If the Company performs its obligations under the Forbearance
Agreement, Smithfield will dismiss all actions against the
Company, release all mortgages and liens on Company property,
and provide the Company with a general release. If the Company
defaults under the Forbearance Agreement, it is required to
grant Smithfield immediate peaceable possession of all of the
collateral which would, in effect, terminate the Company's
business.

To obtain the funds necessary to repay the Smithfield
obligations, the Company is continuing discussions with a group
of investors to raise at least approximately $13 million in debt
and equity financing. Although the Company believes that it can
close on these transactions in time to meet the deadlines of the
Forbearance Agreement, there is no assurance that it will be
able to do so. Moreover, even if it is able to do so, the terms
on which such funds might be made available to the Company are
likely to be dilutive to existing shareholders.

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


PETALS INC: Look for Schedules and Statements by July 5, 2003
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Petals, Inc., an extension of time to file its schedules of
assets and liabilities, statements of financial affairs and
lists of executory contracts and unexpired leases required under
11 U.S.C. Sec. 521(1).  The Debtor has until July 5, 2003 or 45
days from the Petition Date, to file these documents.

Petals, Inc., sells artificial flowers to customers through mail
order, catalogue sales, retail store outlets and the internet.
The Company filed for chapter 11 protection on May 21, 2003
(Bankr. S.D.N.Y. Case No. 03-13285).  Mark Nelson Parry, Esq.,
at Moses & Singer LLP, represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $32,000,000 in total assets and
$40,000,000 in total debts.


PREMCOR INC: Provides Update on Second Quarter Earnings Guidance
----------------------------------------------------------------
Premcor Inc. (NYSE: PCO) announced that, based on industry
refining margins and hydrocarbon prices for the quarter to date
and assuming seasonal market conditions through the end of the
quarter, it would expect its second quarter 2003 earnings to
range between $.50 and $.75 per share.

Thomas D. O'Malley, Premcor's Chairman and Chief Executive
Officer, said, "Second quarter refining margins and the light-
heavy spread got off to a solid start this quarter but have
weakened during the month of May.  In addition, natural gas
prices have strengthened significantly this month, moving from
roughly $5.00 to roughly $6.00 per mmbtu.  We believe that
industry conditions remain very favorable for refiners, with
gasoline demand at all-time highs, good trends in distillate
demand, and U.S. refined product inventories at extremely tight
levels.  It would not be unreasonable to expect refining margins
to improve from current levels as we move into the summer
driving season.  It should be noted, however, that industry
conditions remain equally favorable for natural gas, which we
purchase as a refinery fuel.  All of Premcor's facilities are
running well this quarter, and planned maintenance is light
during the remaining weeks."

Premcor Inc. is one of the largest independent petroleum
refiners and marketers of unbranded transportation fuels and
heating oil in the United States.

As reported in Troubled Company Reporter's December 4, 2002
edition, Fitch Ratings affirmed the ratings of Premcor USA,
Premcor Refining Group and Port Arthur Finance Corp., in the
low-B ranges.  Fitch said the Rating Outlook for the debt of
PUSA, PRG and PAFC remained Positive.


RESIDENTIAL ASSET: Fitch Rates 2 Note Classes at Low-BV Level
-------------------------------------------------------------
Fitch rates Residential Asset Mortgage Products, Inc. $472.2
million mortgage pass-through certificates, series 2003-RM2
classes A-I-1 through A-I-10, A-II, A-III, AP-I, AP-II, AP-II,
AV-I, AV-II, AV-III and R-I through and R-IV certificates
(senior certificates) 'AAA'. In addition, Fitch rates classes M-
1 and M-III-1 ($8.4 million) 'AA', classes M-2 and M-III-2 ($3.6
million) 'A', classes M-3 and M-III-3 ($2.3 million) 'BBB', the
privately offered classes B-1 and B-III-1 ($1 million) 'BB' and
privately offered classes B-2 and B-III-2 ($1.1 million) 'B'.

The 'AAA' ratings on the Group I and II senior certificates
reflect the 2.80% subordination provided by the 1.35% class M-1,
0.55% class M-2, 0.35% class M-3, 0.15% privately offered class
B-1, 0.20% privately offered class B-2 and 0.20% privately
offered class B-3 (not rated by Fitch). The 'AAA' ratings on the
Group III senior certificates reflect the 5.50% subordination
provided by the 2.50% class M-III-1, 1.15% class M-III-2, 0.75%
class M-III-3, 0.35% privately offered class B-III-1, 0.25%
privately offered class B-III-2, and 0.50% privately offered
class B-III-3 (not rated by Fitch). Fitch believes the above
credit enhancement will be adequate to support mortgagor
defaults as well as bankruptcy, fraud and special hazard losses
in limited amounts. In addition, the ratings reflect the quality
of the mortgage collateral, strength of the legal and financial
structures, and Residential Funding Corp.'s servicing
capabilities (rated 'RMS1' by Fitch) as master servicer.

The mortgage loans have been divided into three pools of
mortgage loans, and as of the cut-off date, May 1, 2003, the
Group I mortgage pool consists of 616 conventional, fully
amortizing, 30-year fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties with an
aggregate principal balance of $255,332,471. The mortgage pool
has a weighted average original loan-to-value ratio of 66.98%.
Approximately 55.48% and 6.83% of the mortgage loans possess
FICO scores greater than or equal to 720 and less than 660,
respectively. Loans originated under a reduced loan
documentation program account for approximately 26.21% of the
pool, equity refinance loans account for 30.86%, and second
homes account for 0.52%. The average loan balance of the loans
in the pool is $414,501. The three states that represent the
largest portion of the loans in the pool are California
(49.33%), Massachusetts (5.64%) and Washington (5.23%).
Approximately 95.6% of the Group I loans were purchased from
Greenpoint Mortgage Funding. No other non-affiliate of
Residential Funding sold more than 3.7% of the Group I loans to
Residential Funding. After completion of a servicing transfer on
or about June 1, 2003, primary servicing with respect to
approximately 96.0% of the Group I loans will be provided by
GMAC Mortgage Corporation (rated 'RPS1' by Fitch) as primary
servicer.

As of the cut-off date, the Group II mortgage pool consists of
200 conventional, fully amortizing, 15-year fixed-rate, mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $77,700,012.
The mortgage pool has a weighted average OLTV of 57.30%.
Approximately 54.74% and 3.53% of the mortgage loans possess
FICO scores greater than or equal to 720 and less than 660,
respectively. Loans originated under a reduced loan
documentation program account for approximately 28.12% of the
pool, equity refinance loans account for 36.61%, and second
homes account for 1.47%. The average loan balance of the loans
in the pool is $388,500. The three states that represent the
largest portion of the loans in the pool are California
(39.65%), Illinois (9.70%) and New Jersey (6.76%). Approximately
71.0%, 12.3% and 10.3% of the Group II loans were purchased from
Greenpoint Mortgage Funding, Virtual Bank and Santa Barbara Bank
& Trust, respectively. No other non-affiliate of Residential
Funding sold more than 6.4% of the Group II loans to Residential
Funding. After completion of a servicing transfer on or about
June 1, 2003, primary servicing with respect to approximately
89.7% of the Group II loans will be provided by GMAC Mortgage
Corporation.

As of the cut-off date, the Group III mortgage pool consists of
377 conventional, fully amortizing, 30-year fixed-rate, mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $157,102,977.
The mortgage pool has a weighted average OLTV of 75.05%.
Approximately 59.19% and 12.23% of the mortgage loans possess
FICO scores greater than or equal to 720 and less than 660,
respectively. Loans originated under a reduced loan
documentation program account for approximately 0.47% of the
pool, equity refinance loans account for 23.26%, and second
homes account for 0.71%. The average loan balance of the loans
in the pool is $416,719. The two states that represent the
largest portion of the loans in the pool are Ohio (81.39%) and
Florida (17.31%). All of the Group III loans were purchased from
Third Federal Savings and Loan Association. Primary servicing
will be provided by Third Federal Savings and Loan Association
(not rated by Fitch as primary servicer) with respect to all of
the Group III loans.

None of the mortgage loans are 'high cost' loans as defined
under any local, state or federal laws.

Deutsche Bank Trust Company Americas will serve as trustee.
RAMP, a special purpose corporation, deposited the loans in the
trust, which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
four real estate mortgage investment conduits.


RESIDENTIAL ASSET: Fitch Rates 2 Ser. 2003-QS9 Classes at BB/B
--------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc., $203.7 million
mortgage pass-through certificates, series 2003-QS9 classes A-1
through A-3, A-P, A-V, R-I and R-II certificates (senior
certificates) 'AAA'. In addition, Fitch rates class M-1 ($3.6
million) 'AA', class M-2 ($400,000) 'A', class M-3 ($600,000)
'BBB', privately offered class B-1 ($300,000) 'BB' and privately
offered class B-2 ($200,000) 'B'.

The 'AAA' ratings on senior certificates reflect the 2.60%
subordination provided by the 1.70% class M-1, 0.20% class M-2,
0.30% class M-3, 0.15% privately offered class B-1, 0.10%
privately offered class B-2 and 0.15% privately offered class
B-3 (not rated by Fitch). Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults as
well as bankruptcy, fraud and special hazard losses in limited
amounts. In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and Residential Funding Corp.'s servicing
capabilities (rated 'RMS1' by Fitch) as master servicer.

As of the cut-off date, May 1, 2003 the mortgage pool consists
of 1,243 conventional, fully amortizing, 15-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$209,131,220. The mortgage pool has a weighted average original
loan-to-value ratio of 65.55%. Approximately 60.33% and 2.37% of
the mortgage loans possess FICO scores greater than or equal to
720 and less than 660, respectively. Loans originated under a
reduced loan documentation program account for approximately
68.85% of the pool, equity refinance loans account for 46.13%,
and second homes account for 1.97%. The average loan balance of
the loans in the pool is $168,247. The three states that
represent the largest portion of the loans in the pool are
California (33.03%), Texas (10.50%) and Florida (6.41%).

None of the mortgage loans are 'high cost' loans as defined
under any local, state or federal laws.

All of the mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 38.4% of the mortgage loans, which
were purchased by the depositor through its affiliate,
Residential Funding, from HomeComings Financial Network, Inc., a
wholly-owned subsidiary of the master servicer. No other
unaffiliated seller sold more than approximately 10.5% of the
mortgage loans to Residential Funding. Approximately 90.3% of
the mortgage loans are being subserviced by HomeComings
Financial Network, Inc. (rated 'RPS1' by Fitch).

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program). Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.
RALI, a special purpose corporation, deposited the loans in the
trust, which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
two real estate mortgage investment conduits.


SEITEL: Terminates Standstill Pact & Hires Jefferies as Advisor
---------------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIE) has elected not to
continue the standstill agreement among the Company and the
holders of its senior, unsecured notes. The Standstill expires
on June 2, 2003, and its termination will trigger a default
under the Notes. Following the occurrence and during the
continuance of any default the Notes are subject to acceleration
by the holders. As previously reported, the Company and the
holders of the Notes have engaged in extended negotiations since
mid 2002. Despite these discussions, no agreement has emerged on
the terms for a restructuring of the Notes.

The Company also said that during the last two weeks $96 million
in principal amount (or 37.6%) of the Notes have been acquired
by a single purchaser. This purchaser has not heretofore been a
holder of any Notes. The purchaser has approached the Company
and has expressed interest in pursuing alternative approaches to
a long-term restructuring of the Company's debt and capital
position, including a restructuring of the Notes. The Company
expects to begin discussions with the purchaser promptly;
however there can be no assurance that an agreement will be
reached.

In addition, Seitel announced that it has retained Jefferies &
Company to act as its financial advisor in connection with a
possible restructuring.

The Company will continue to pursue all alternatives available
to implement a restructuring in the best interests of all
constituencies, including customers, creditors, employees and
shareholders. These alternatives may include negotiated
agreements or transactions, court supervised reorganization,
accessing public or private debt or equity markets or any
combination of the foregoing.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its
library and creating new seismic surveys under multi-client
projects.


SMARTSERV: Continues Efforts to Maintain Nasdaq SmallCap Listing
----------------------------------------------------------------
SmartServ Online, Inc. (Nasdaq: SSOL) received a Nasdaq Staff
Determination on May 23, 2003, indicating that as a result of
its delay in filing Form 10-QSB with the Securities and Exchange
Commission, SmartServ is not in compliance with the requirements
for continued listing as set forth in Marketplace Rule
4310(C)(14). As a result, SmartServ's common stock is subject to
delisting from the Nasdaq SmallCap Market. SmartServ expects to
satisfy the listing requirements set forth in Marketplace Rule
4310(C)(14) by filing its Form 10-QSB with the Securities and
Exchange Commission by June 4, 2003.

The delay in filing Form 10-QSB was addressed along with other
continued listing requirements at a hearing held before a Nasdaq
Listing Qualifications Panel on May 29, 2003. SmartServ provided
the Nasdaq Listing Qualifications Panel with a plan to achieve
compliance with all of Nasdaq's listing requirements, and is
awaiting the Panel's decision. There can be no assurance,
however, that the Panel will grant SmartServ's request to stay
the delisting pending the execution of its compliance plan.

SmartServ's compliance plan includes a combination of the
completion of its current round of financing and potential
acquisitions along with additional financing. SmartServ has
retained a New York investment firm to advise the Company on the
execution of its plan. There can be no assurance, however, that
SmartServ will be able to execute this plan or that such
execution will result in the continued listing of its common
stock.

SmartServ (Nasdaq: SSOL) is a wireless applications service
provider offering applications, development and hosting
services. SmartServ's customer and distribution relationships
exist across a network of wireless carriers, strategic partners,
and a major financial institution. SmartServ offers mobile data
solutions that can generate additional revenue, increase
operating efficiency, and extend brand awareness for wireless
carriers, enterprises and content providers. We offer standard
and custom-built applications designed for a vast array of
wireless platforms and devices. Our applications can be
delivered via Java(TM) 2 Platform, Micro Edition (J2ME(TM)),
QUALCOMM's Binary Runtime Environment for Wireless(TM)
(BREW(TM)) solution, WAP and SMS, as well as RIM Blackberry and
Pocket PC devices. For more information, please visit
http://www.SmartServ.com

SmartServ's December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $173,000.

In its 2002 Annual Report on Form 10-KSB, the Company reported:

"Due to the substantial expenses and negative cash flows from
operations that we have incurred, our auditors, in their report
contained in our December 31, 2002 financial statements, have
indicated that there is substantial doubt about our ability to
continue as a going concern.  The Company has earned limited
revenues and has incurred net losses of $8,037,173  and
$14,819,860  for the years ended December  31, 2002 and 2001,
respectively, and net losses of $30,993,559 and $7,124,126   for
the years ended June 30, 2000 and 1999, respectively.
Additionally,  the Company had an accumulated deficit of
$72,859,006 at December 31, 2002.  Although the Company's
financial  statements have been prepared on a going  concern
basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course
of business, unless we are able to increase revenue and raise
additional capital from investors, we will not be able to
support our operations."


SMTC CORP: Fails to Maintain Nasdaq Minimum Listing Requirements
----------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX), (TSE: SMX), a global provider
of electronics manufacturing services to the technology
industry, has received a notification from Nasdaq Listing
Qualifications that its common stock has failed to maintain the
minimum bid price of US$1.00 per share over a period of 30
consecutive trading days, as required by Nasdaq's Marketplace
Rules. Nasdaq has provided SMTC with a grace period of 180
calendar days, or until November 17, 2003, to regain compliance
with this requirement or be delisted from trading on The Nasdaq
National Market. To regain compliance, SMTC's common stock must
achieve a minimum closing bid price of at least US $1.00 for at
least ten consecutive trading days unless the NASDAQ staff
requires the stock to satisfy this requirement for a longer
period (which would generally not be more than 20 consecutive
trading days). SMTC intends to monitor the bid price for its
common stock between now and November 17, 2003. If the stock
does not trade at a level that is likely to regain compliance,
SMTC's Board of Directors will consider other options available
to the Company to achieve compliance. If SMTC is unable to come
into compliance with the bid price requirement by November 17,
2003, Nasdaq Listing Qualifications will provide written
notification that SMTC's common stock will be delisted, which
the Company may appeal to a Listing Qualifications Panel.

SMTC Corporation, whose corporate credit and senior secured bank
loan are rated by Standard & Poor's at B, is a global provider
of advanced electronics manufacturing services to the technology
industry. The Company's electronics manufacturing and technology
centers are located in Appleton-Wisconsin, Austin-Texas, Boston-
Massachusetts, Charlotte-North Carolina, San Jose-California,
Toronto-Canada, Ireland and Mexico. SMTC offers technology
companies and electronics OEMs a full range of value-added
services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness
interconnect, high precision enclosures, system integration and
test, comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC supports the needs of
a growing, diversified OEM customer base primarily within the
industrial, networking and communications markets. SMTC is a
public company incorporated in Delaware with its shares traded
on the Nasdaq National Market System under the symbol SMTX and
on The Toronto Stock Exchange under the symbol SMX. Visit SMTC's
Web site, http://www.smtc.comfor more information about the
Company

SMTC Corporation's March 30, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $7 million.


SPECTRASITE: Names Andy Christian to Lead Wireless Tower Project
----------------------------------------------------------------
SpectraSite Communications announced that Andy Christian has
been named as the new Project Manager responsible for leading
SpectraSite's agreement with Florida Department of
Transportation.

In April 2000, SpectraSite acquired Lodestar Towers, which had a
30-year agreement in place with FDOT to develop tower sites
along 2,200 miles of FDOT rights of way. As part of that
agreement, SpectraSite currently owns or manages more than 80
FDOT wireless communications towers, located along major
highways and corridors throughout the state of Florida.

Christian will serve as the main point of contact, and will
manage all wireless carrier collocation activity on FDOT sites.
He will also project manage the development of any new tower
sites along FDOT corridors.

Christian has been with SpectraSite for more than three years.
He has an extensive background in the wireless industry, and has
spent the last seven years working in wireless in Florida. He
has strong relationships in place with all of the leading
wireless carriers in the Florida market. He will continue to
serve as SpectraSite's Account Executive for the state of
Florida while managing the FDOT contract.

"Andy will add tremendous value to both FDOT and wireless
carriers throughout Florida," said Daniel C. Agresta III, Vice
President of Collocation Sales for SpectraSite. "He is very
familiar with the FDOT agreement and has strong relationships in
place with FDOT personnel. The combination of his wireless
background, industry contacts and experience in Florida make him
the perfect choice for this position."

Christian will work directly with FDOT to ensure that all
carrier collocations are processed quickly and efficiently. This
will allow the wireless carriers to have access to some of the
most desirable site locations in the state of Florida.

"We're seeing positive results already," Agresta added. "Since
Andy became involved in the process, collocation activity on
FDOT towers has increased significantly. I'm certain that the
collocation activity will continue to grow as Andy works more
directly with FDOT."

Christian will be supported by Andrew Jewell, SpectraSite Field
Support Services Manager, and Tina Pendergraph, SpectraSite
Collocation Manager.

The address for Andy Christian's office is 13117 South U.S.
Highway 441, Micanopy, FL 32667. Phone-352/870-9633. E-fax-
919/468-8522.

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

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC+' senior
unsecured rating to Cary, North Carolina-based tower operator
SpectraSite Inc.'s $150 million senior notes due 2010, to be
issued under Rule 144A, with registration rights. Proceeds will
be used to repay a portion of the company's secured bank
debt.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on SpectraSite and its 'B+' secured bank loan
rating on wholly owned operating subsidiary SpectraSite
Communications Inc. As of March 31, 2003, the company had about
$707 million of total debt outstanding. The outlook is stable.

"The unsecured debt issue is two notches lower than the
corporate credit rating, reflecting the significant
concentration of secured bank debt in the capital structure, at
approximately $560 million, pro forma for pay-down, with
proceeds from this new unsecured debt issue," said credit
analyst Catherine Cosentino.

The 'B' corporate credit rating reflects the lower relative debt
levels of SpectraSite compared with its rated peers after its
emergence from bankruptcy. As a result, all of the other tower
operators are rated 'B-' or lower. A favorable risk factor is
that wireless companies may have few feasible alternatives to
using SpectraSite's towers: existing tenants might choose to
build their own towers (an expensive undertaking), or lease from
another company, but both could involve major system
reengineering.


SPIEGEL GROUP: Court Approves Pachulski Stang as Special Counsel
----------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates relate that their
lead bankruptcy counsel, Shearman & Sterling, has connections
with certain parties-in-interest in their cases, including
without limitation, Deutsche Bank AG, Bank of America, Credit
Suisse First Boston and J.P. Morgan Chase Bank.  These
connections may give rise to potential conflicts.

Accordingly, the Debtors sought and obtained the Court's
authority to employ Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., as special counsel, nunc pro tunc to March 24,
2003.

Pachulski Stang handle matters in the Debtors' cases where their
lead bankruptcy counsel cannot represent them under applicable
standards of professional conduct and responsibility.  Pachulski
Stang will represent the Debtors in connection with the
negotiation, documentation, and administration of the Debtors'
postpetition credit facility, and any proposed amendments,
waivers or modification.  The firm will also handle other
matters as the Debtors may request.

The Debtors also need Pachulski Stang as special counsel because
of the firm's:

    (a) extensive experience and knowledge in the field of
        debtors' and creditors' rights and business
        reorganizations under chapter 11 of the Bankruptcy Code;

    (b) expertise, experience and knowledge practicing before
        the Court; and

    (c) familiarity with the potential legal issues that may
        arise in the context of the Debtors' Chapter 11 cases.

The Debtors believe that Pachulski Stang is both well qualified
and uniquely able to represent them in these Chapter 11 cases in
a most efficient and timely manner.

The Debtors will compensate Pachulski Stang on an hourly basis
and reimburse the firm for the actual, necessary expenses it
incurs.  Pachulski Stang provides legal services at hourly rates
ranging from:

       Partners and Counsel     $350 - 650
       Counsel and Associates    235 - 445
       Paralegals and clerks      55 - 170

William P. Weintraub, Esq., a Partner at Pachulski Stang,
ascertains that the firm does not represent creditors, equity
security holders, or any other parties-in-interest, or their
attorneys, in any matter relating to the Debtors or their
estates.  Pachulski Stang also does not hold or represent any
interest adverse to the Debtors' estates.  The firm is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code. (Spiegel Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SURGILIGHT INC: GEM Converts $2MM of Conv. Debenture into Shares
----------------------------------------------------------------
SurgiLight, Inc. (OTC Bulletin Board: SRGL), a leader in the
development of ophthalmic laser systems, announced on May 22,
2003 that UK-based GEM GLOBAL YIELD FUND (GEM), a private equity
fund, will convert the remaining $2 million of a $3 million
convertible debenture to 21.5 million shares of SurgiLight stock
and will receive a seat on the Company's Board of Directors. GEM
has committed 2.15 million shares of the total to a new employee
option plan; the Company is assigning another 2.15 million
shares to that plan. If all of the 2.15 million shares are
awarded under the option plan, GEM will hold 18,350,000 shares.
Under the agreement, GEM will immediately convert 19.9% of the
issued and outstanding stock or 7,851,730 shares. The Company
and shareholders must authorize additional shares for GEM to
complete their conversion. Until that time, GEM will hold a note
for the balance owed. Once the conversion is complete and
assuming full allocation of the new employee option plan, GEM
will have twenty-seven (27%) percent of SurgiLight shares fully
diluted shares. GEM has agreed to limit its voting on most
corporate matters to 19.9 percent of outstanding shares. The
full debenture was originally issued in the fall of 2000, under
the Company's previous management and has created an overhang in
the stock since that date.  One-third has since been converted
to common stock through December 2002.

Under the agreement, Edward J. Tobin, 46, a GEM Director, will
be elected to the Board.  Tobin commented, "We made this
investment decision based on our review of several key factors:
OptiVision(TM)'s success in clinical trials of its role in
reversing presbyopia; the significance of the worldwide market
for presbyopia treatment; and the overall experience, expertise
and dedication of the current senior management team as
reflected in a clear-cut business plan."

SurgiLight Chairwoman & CEO Colette Cozean, Ph.D., said that
GEM's substantial stock acquisition "is a firm endorsement of
our technology, the revised focus of the Company and
management's ability to seize down the road the premier position
in our target markets.

"GEM's generous assignment of more than two million shares to an
employee option plan not only provides added performance
incentive, but also signals a firm commitment to growing this
company to industry sector leadership," she said.

SurgiLight, Inc. is a leader in the development and acquisition
of new laser technologies for various ophthalmic applications,
including not only presbyopia reversal and treatment, but also
cataract removal and treatment of glaucoma. The Company holds 16
patents, with 23 patents pending.

                              *    *    *

                   Liquidity and Capital Resources

In its most recent Form 10-Q filing, the SurgiLight reported:

"As of March 31, 2003, we had a bank overdraft of negative
$10,983 and a working capital deficit of $3,262,378 as compared
to a cash overdraft of negative $3,678 and a working capital
deficit of $3,604,111 at December 31, 2002. The decrease in
our cash can be primarily attributed to the lower level of
international sales than was expected and the delay in
performing U.S. clinical trials which resulted in our inability
to collect progress payments from our customers. It should be
noted that the 2003 working capital deficit is primarily
comprised of the $2,327,057 convertible debentures obligations,
$2 million of which the Company has entered into an agreement to
convert at April 11, 2003.

"The Company's future capital requirements will depend on many
factors, the scope and results of pre-clinical studies and pre-
clinical trials, the cost and timing of regulatory approvals,
research and development activities, establishment of
manufacturing capacity, and the establishment of the marketing
and sales organizations and other relationships, acquisitions or
divestitures, which may either involve cash infusions or require
additional cash. There is no guarantee that without additional
revenue or financing, the Company will be able to meet its
future working capital needs.

"The Company has severe liquidity problems which compromises its
ability to pay principal and interest on debt and other current
operating expenses in a timely manner. The $500,000 line-of-
credit held by Merrill Lynch has been declared in default. The
Company is seeking additional sources of financing, which may
include short-term debt, long-term debt or equity. There is no
assurance that the Company will be successful in raising
additional capital. In November 2002 the Company received a
commitment letter for a $10 million line of credit secured by
the Company's inventory and accounts receivable. The terms
require obtaining a bank guarantee at a cost of $585,000,
$92,500 of processing fees to be paid prior to closing, and an
additional $153,000 to be paid at time of closing the
transaction. The line of credit is for a term of ten years and
accrues interest at a fixed rate of 4.75% for amounts utilized.
The Company has been negotiating the final agreement with the
lender. However, there is no guarantee that the debt financing
will be received or if received will be according to these
terms.

"The Company's ability to meet its working capital needs will be
dependent on the ability to sign additional distribution and
licensing arrangements, achieve a positive cash flow from
operations, achieve and sustain profitable operations, and
obtain additional debt and/or equity capital.

                         Lack Of Liquidity

"Our ability to meet our working capital needs will be dependent
on the ability to sign additional distribution and licensing
arrangements, achieve a positive cash flow from operations,
achieve sustainable profitable operations, and acquire
additional capital. While we have produced several quarters of
positive cash flow, the cash generated has been used to repay
portions of our substantial indebtedness leaving few funds
available to expand our clinical trials or sales and marketing
efforts.

"If we are unable to obtain additional funds from other
financings we may have to significantly curtail the scope of our
operations and alter our business model. We are seeking
additional sources of financing, which may include short-term
debt, long-term debt or equity. However there is no assurance
that we will be successful in raising additional capital. If
additional financing is not available when required or is not
available on acceptable terms, then we may be unable to continue
our operations at current levels or at all.

"During the two last quarters of 2002, we had experienced a
normal slowing of sales resulting from the foreign, particularly
European, slowdown in business due to lengthy vacations and the
overall economic downturn. In addition, due to litigation with
AMLSI, we have been unable to utilize the existing escrowed cash
assets to fund current operations. The result of these two
events has created very tight cash flow for us.

"Failure to raise additional financing or achieve and maintain
profitable operations may result in the inability to
successfully promote our brand name, develop or enhance the
medical eye laser technology or other services, take advantage
of business opportunities or respond to competitive pressures,
any of which could have a material adverse effect on our
financial condition and results of operations or existence as a
going concern."


TELEGLOBE INC: Completes Sale of Core Business for $125 Million
---------------------------------------------------------------
Teleglobe Inc., has completed, for a purchase price of US$125
million, the sale of its core voice and data business to
Teleglobe International Holdings pursuant to a Purchase
Agreement with TLGB Acquisition LLC. The terms of the sale were
previously approved by courts both in Canada and the United
States.

Teleglobe is a leader in the global roaming services between
North America and the rest of the world. In addition to its
comprehensive portfolio of wireless services for mobile
telecommunication network operators worldwide, Teleglobe is
expanding its portfolio of services to support specific wireless
market needs. The new Premium Virtual Transit Service (VTS
Premium) provides international voice terminations to a number
of destinations. This service is especially designed for the
mobile operators market in providing higher levels of service
including the transmission and delivery of the CLI (Calling Line
Identifier) with the voice call. Teleglobe is also a provider of
international voice, data and Internet services.

Today, Teleglobe owns and operates an extensive global
telecommunications network built over a combination of
wavelength IRUs, ownership or participation in 90 fiber optic
submarine cable systems, satellite capacity, and leased
transmission capacity. This provides Teleglobe with advanced
voice, data and IP access capabilities from numerous points of
presence on its network. Teleglobe has reach to more than 240
countries and territories with advanced data capabilities.
Teleglobe currently has 275 direct and bilateral relations with
large incumbent and alternative carriers. Teleglobe also
provides data and IP access from numerous points of presence on
its network and currently has private and public peering
arrangements with 70 connections, including Tier 1 providers in
North America, Europe and Asia. Teleglobe is the carrier of
choice to many of the world's leading telecommunications
companies, mobile operators and Internet service providers.
Detailed information about Teleglobe is available on the
company's Web site at http://www.teleglobe.com

As previously reported, Ernst & Young Inc., has been appointed
by the court as Monitor with respect to the proceedings relating
to Teleglobe under the "Companies' Creditors Arrangement Act".

Teleglobe Inc.'s U.S. subsidiaries have also filed voluntary
petitions for reorganization under chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court in
Delaware (Bankr. Case No. 02-11518).

This step was taken in order to provide protection for the U.S.
subsidiaries similar to that previously obtained for Teleglobe
companies through their previous filings in Canada and the U.K.
In addition, Teleglobe continues to evaluate whether a
reorganization of its other foreign subsidiaries is appropriate.


TENNECO AUTOMOTIVE: S&P Rates Proposed Senior Sec. Notes at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Tenneco Automotive Inc. to stable from negative. At the same
time, Standard & Poor's assigned its 'CCC+' rating to TEN's
proposed offering of $300 million senior secured notes, with a
second lien, due in 2013 (144A with registration rights).

The outlook revision reflects Lake Forest, Illinois-based TEN's
improved credit-protection measures achieved in the past year
and enhanced liquidity stemming from the pending issuance of the
$300 million senior secured notes.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on TEN and its other ratings.

TEN is a manufacturer of exhaust systems (65% of revenues)
and ride control products (35%) for the automotive original
equipment (72%) market and aftermarket (28%). Balance sheet debt
(long-term and current maturities) totaled $1.4 billion as of
March 31, 2003.

"Despite difficult market conditions during the past two years,
TEN has reduced total debt and maintained stable margins because
of aggressive restructuring and efficiency-improvement efforts,"
said Standard & Poor's credit analyst Nancy Messer. "We expect
that TEN will continue to improve margins to offset expected
weak market demand and pricing pressures, especially in Europe,
and generate free cash flow to reduce total leverage. We also
assume that TEN will successfully refinance its credit facility
before year-end 2004."

The proposed $300 million senior secured notes, when issued,
will be senior to the company's existing and future subordinated
notes and pari passu with TEN's senior debt, including the
senior secured credit facility. Standard & Poor's rating on the
senior secured notes incorporates the fact that the noteholders
will have a second, silent, lien on the company's U.S. assets.
Thus the noteholders would be subordinate, in a default
situation, to the credit facility lenders. Standard & Poor's
analysis determined that the claim of senior secured noteholders
would be disadvantaged, in a default scenario, by the presence
of priority obligations including liabilities of the non-
guarantor subsidiaries. The proceeds from the notes offering
will be used to reduce commitment levels under TEN's senior
credit facilities.


TRITON PCS: Amends Tender Offer for 11% Sr. Sub. Discount Notes
---------------------------------------------------------------
Triton PCS, Inc., has amended its offer to purchase up to
$315,000,000 aggregate principal amount of its 11% Senior
Subordinated Discount Notes due 2008 (CUSIP No. 896778AB3) to an
offer to purchase any or all outstanding 11% Notes ($511,989,000
aggregate principal amount outstanding).  This offer is being
made upon the terms and is subject to the conditions set forth
in an Offer to Purchase dated May 22, 2003, as amended by the
Supplement to the Offer to Purchase dated May 30, 2003.

The offer has also been amended as follows:

     --  The Early Tender Date has been extended.  The new Early
         Tender Date is 5:00 p.m., New York City time, on
         Thursday, June 12, 2003. Tenders of 11% Notes made
         prior to 5:00 p.m., New York City time, on the Early
         Tender Date may not be validly withdrawn, unless Triton
         PCS reduces the amount of the Tender Offer
         Consideration, the Early Tender Premium or the
         principal amount of 11% Notes subject to the offer or
         is otherwise required by law to permit withdrawal.  11%
         Notes validly tendered to date may not be withdrawn,
         but Holders that have validly tendered 11% Notes to
         date will receive the increased Total Consideration set
         forth below on the Early Tender Settlement Date, upon
         the terms and subject to the conditions of the Offer.

     --  The Early Tender Premium has been increased to 2.13% of
         the principal amount of the 11% Notes.  As a result,
         the increased Total Consideration is 105.98% of the
         principal amount of the 11% Notes.

     --  A new Early Tender Settlement Date has been added.  In
         respect of 11% Notes that are validly tendered prior to
         5:00 p.m., New York City time, on the Early Tender
         Date, the Early Tender Settlement Date will be promptly
         after the satisfaction of the Financing Condition (but
         in no event prior to the Early Tender Date).  In
         respect of 11% Notes that are validly tendered after
         5:00 p.m., New York City time, on the Early Tender Date
         but prior to midnight, New York City time, on the
         Expiration Date, the final Settlement Date will be
         promptly after the Expiration Date, which is midnight,
         New York City time, on June 19, 2003, unless extended
         or earlier terminated.

     --  In the event that less than all of the outstanding 11%
         Notes are tendered pursuant to the Offer, Triton PCS
         currently intends to call for redemption, upon
         satisfaction of the Financing Condition, in accordance
         with the terms of the Indenture, any and all 11% Notes
         remaining outstanding.  This statement of intent shall
         not constitute a notice of redemption under the
         Indenture governing the 11% Notes.

Except as otherwise stated herein and in the Supplement to the
Offer to Purchase, all other terms and conditions of the Offer
set forth in the Offer to Purchase remain unchanged.  Tendering
Holders may continue to use the Letter of Transmittal previously
distributed with the Offer to Purchase to tender 11% Notes.
Capitalized terms used in this press release but not defined in
this press release have the meaning ascribed to them in the
Offer to Purchase, as amended.

A more comprehensive description of the tender offer can be
found in the Offer to Purchase and the Supplement.  Triton PCS
has retained Lehman Brothers to serve as the Dealer Manager and
D.F. King & Co., Inc. to serve as the Information Agent for the
tender offer.  Requests for documents may be directed to D.F.
King & Co., Inc., the Information Agent, by telephone at (800)
431-9643 (toll-free) or (212) 269-5550 or in writing at 48 Wall
Street, 22nd Floor, New York, NY 10005.  Questions regarding the
tender offer may be directed to Lehman Brothers at (800) 438-
3242 (toll-free) or (212) 528-7581, Attention:  Emily E. Shanks.

Triton PCS, based in Berwyn, Pennsylvania and whose March 31,
2003 balance sheet shows a total shareholders' equity deficit of
about $192 million, is an award-winning wireless carrier
providing service in the Southeast.  The company markets its
service under the brand SunCom, a member of the AT&T Wireless
Network.  Triton PCS is licensed to operate a digital wireless
network in a contiguous area covering 13.6 million people in
Virginia, North Carolina, South Carolina, northern Georgia,
northeastern Tennessee and southeastern Kentucky.

For more information on Triton PCS and its products and
services, visit the company's Web sites at:
http://www.tritonpcs.comand  http://www.suncom.com


TRITON PCS: Prices $725 Million Senior Unsecured Notes Offering
---------------------------------------------------------------
Triton PCS, Inc., whose March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $192 million, has
priced $725 million of 8-1/2% senior unsecured notes due 2013 to
be issued in a private placement.  The notes were rated B+ by
Standard and Poor's and B2 by Moody's.  Triton PCS intends to
use the net proceeds from this offering to retire its existing
11% Senior Subordinated Discount Notes due 2008, and to repay
fully outstanding borrowings and terminate its existing senior
credit facility.

In addition, Triton PCS has received commitments to put into
place a new $100 million revolving credit facility, arranged by
Lehman Brothers.  The company does not have any current plans to
draw on this facility.  The facility will enhance liquidity and
is available for general corporate and working capital purposes.
Both transactions are expected to close on June 13, 2003.

Triton PCS, Inc. is a wholly owned subsidiary of Triton PCS
Holdings, Inc. (NYSE: TPC). Based in Berwyn, Pennsylvania, the
company is an award-winning wireless carrier providing service
in the Southeast.  The company markets its service under the
brand SunCom, a member of the AT&T Wireless Network. Triton PCS
is licensed to operate a digital wireless network in a
contiguous area covering 13.6 million people in Virginia, North
Carolina, South Carolina, northern Georgia, northeastern
Tennessee and southeastern Kentucky.

For more information on Triton PCS and its products and
services, visit the company's Web sites at:
http://www.tritonpcs.comand http://www.suncom.com


UNITED AIRLINES: BofA Wants Payment for 1995-B Jets Admin. Costs
----------------------------------------------------------------
According to Edward Zujkowski, Esq., at Emmet, Marvin & Martin,
United Airlines has breached its obligations under a 1995-B JETS
Transaction that it elected to perform under Section 1110(a).
The 1995-B Jets Transaction financed one aircraft in United's
fleet with Tail No. N186UA.

A Trust, established on April 19, 1995, issued Notes that were
purchased by investors.  The Trust's assets consisted of loan
certificates issued by United Obligation Trusts and U.S. Bank as
Trustee.  United entered into separate lease agreements with the
owner trusts.  The leases and rights to payment were assigned to
the U.O. Trusts, which were further assigned to the JETS Trustee
to provide funds to pay principal and interest due on the Notes.

By this motion, The Bank of New York and U.S. Bank, pursuant to
the Jet Equipment Trust Series 1995-B Class A, Class B and Class
C Notes Indentures and the Collateral Agency Agreement, ask the
Court to compel United to pay $5,750,000 in administrative
expenses.

Mr. Zujkowski explains that the Debtors were required by the
Aircraft Financing Documents to make scheduled payments to the
JETS Trustee by March 2, 2003, or be in default.  The Debtors
did not make this payment but continue to use the Aircraft.

Mr. Zujkowski maintains that the Debtors entered into a Section
1110 Agreement with the Aircraft Financiers without any
intention of making the attendant payments. (United Airlines
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


US AGGREGATES: Files Joint Plan & Disclosure Statement in Nevada
----------------------------------------------------------------
Bank of America, N.A., as administrative agent for the Senior
Lenders and the Official Committee of Unsecured Creditors of
U.S. Aggregates, Inc., together with the Debtors, filed their
Joint Liquidating Chapter 11 Plan and Disclosure Statement with
the U.S. Bankruptcy Court for the District of Nevada.  The
Disclosure Statement explaining the Joint Liquidating Plan is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=030526223817

The Plan provides for the distribution of the proceeds of the
liquidation of the Debtors' assets over time and the termination
of the existence of the Debtors.

The summary of the classification of all claims and interests
under the Plan and the proposed treatment of each such class
under the Plan are:

  Type of Claim or Interest   Treatment
  -------------------------   ---------
  Administrative Expense      Each Administrative Expense Claim
  Claims                      shall be paid in full, in cash, as
                              soon as practical after the later
                              of:

                              x) the Initial Distribution Date,

                              y) the date upon which there is a
                                 final order allowing such
                                 Administrative Expense
                                 Claim, or

                              z) the date on which such
                                 Administrative Expense Claim
                                 becomes due in the ordinary
                                 course of business.

  Priority Tax Claims         On, or as soon as reasonably
                              practicable after, the later of:

                               i) the Initial Distribution Date,
                                  or

                              ii) the date on which such
                                  Priority Tax Claim becomes an
                                  Allowed Priority Tax Claim,
                                  each holder of an Allowed
                                  Priority Tax Claim shall
                                  receive in full satisfaction,
                                  settlement and release of and
                                  in exchange for such Allowed
                                  Priority Tax Claim

  Priority Claims (Class 1)   unimpaired and thus, not
                              entitled to vote on the Plan. On,
                              or as soon as reasonably
                              practicable after, the later of:

                               i) the Initial Distribution Date,
                                  or

                              ii) the date on which such
                                  Priority Claim becomes an
                                  Allowed Priority Claim, each
                                  holder shall receive in full
                                  satisfaction, settlement and
                                  release of and in exchange for
                                  such Allowed Priority Claim

  Senior Lender Claims        impaired and entitled to
  (Class 2)                   vote on the Plan. On account of
                              the Senior Lender Claims, the
                              Senior Lenders shall retain all
                              the rights granted to them
                              pursuant to the terms of the
                              Settlement Agreement approved by
                              this Court on March 24, 2003.


  Other Secured Claims        impaired and entitled to vote on
  (Class 3)                   the Plan. Each Other Secured Claim
                              shall be paid, on the Initial
                              Distribution Date, in full from a
                              fund of $15,786.45 that is to be
                              created by the Senior Lenders.

  Unsecured Claims            impaired and entitled to vote on
  (Class 4)                   the Plan. Holders of allowed
                              General Unsecured Claims shall be
                              entitled to receive:

                                i) exclusively share Pro Rata in
                                   the Net Proceeds of the
                                   Earmarked Assets distributed
                                   on account of unsecured
                                   claims up to the first
                                   $4,000,000 of such Net
                                   Proceeds;

                               ii) shall share, other than
                                   Prudential, Pro Rata in all
                                   Net Proceeds of the Earmarked
                                   Assets distributed on account
                                   of such unsecured Claims in
                                   excess of $4,000,000, and

                              iii) shall share, other than
                                   Prudential, Pro Rata in all
                                   Net Proceeds from the Non-
                                   Earmarked Assets distributed
                                   on account of such unsecured
                                   Claims.

  Interests (Class 5)         impaired but deemed to reject the
                              Plan and shall not be entitled to
                              vote on the Plan. Holders of
                              Interests shall not receive any
                              distribution under the Plan. Upon
                              the Effective Date of the Plan,
                              all Interests shall be
                              extinguished and cancelled without
                              further action by the Debtors or
                              notice to Holders of Interest
                              being necessary.

U.S. Aggregates, Inc., was engaged in the production of
aggregate and aggregate related products. The Company, together
with its debtor-affiliates, filed for chapter 11 protection on
March 11, 2002 (Bankr. Nev. Case No. 02-50656).  Brett A.
Axelrod, Esq., at Beckley Singleton, PLC, represents the Debtors
in their restructuring efforts.  Bank of America is represented
by Jennifer A. Smith, Esq., at Lionel Sawyer & Collins and
Sylvia Harrison, Esq., at McDonald Carano Wilson McCune Bergin
Frankovich & Hick, LLP assists the Official Unsecured Creditors
Committee.


U.S. STEEL CORP: Appoints Karlos E. Abel as Director for Audit
--------------------------------------------------------------
United States Steel Corporation (NYSE: X) has named Karlos E.
"Gus" Abel as director-audit effective June 1. Abel succeeds
Fred Cohen, who will retire at the end of May after almost 39
years of loyal and effective service.

In his new position, Abel, 54, will report to Gretchen Haggerty,
chief financial officer, and to the Audit and Finance Committee
of the U. S. Steel board of directors, which has endorsed his
appointment.

"Gus is an individual of integrity with proven leadership
skills, and extensive accounting and finance experience," said
Haggerty. "His background and abilities will prove invaluable in
his new position."

Abel worked as a financial analyst and manager of business
planning in the airline industry prior to joining Marathon Oil
Corporation as a financial analyst in 1977. He held increasingly
responsible accounting and management positions with Marathon,
and was named director-corporate staff at USX Corporation, then
the parent company of Marathon and U. S. Steel, in 1996. Abel
became assistant treasurer of USX in 2000 and later that year
was appointed to his most recent position, senior vice president
and chief financial officer of U. S. Steel Kosice (USSK) in
Slovakia.

Abel graduated from Grove City College with a bachelor's degree
in accounting and earned a master's degree in finance and
accounting from Northwestern University.

Karl F. Csensich, currently vice president-accounting at USSK,
will succeed Abel as senior vice president and chief financial
officer of USSK. Csensich began his career with U. S. Steel in
1984 in accounting at the former Geneva-Pittsburg Works near
Salt Lake City, Utah.  He was promoted through a number of
financial positions in the Pittsburgh area and was named
comptroller of USX Engineers and Consultants, now UEC
Technologies LLC, at headquarters in 1999.  He served in that
capacity until December 2000, when he was named vice president
of accounting for USSK, a position he held until his recent
promotion.

Replacing Csensich as vice president of accounting at USSK is
James F. Connor. Connor began his career with U. S. Steel as a
staff assistant in commercial analysis at headquarters in 1981.
He progressed through a series of increasingly responsible
accounting positions at headquarters and Gary Works in Indiana.
In 1999, he was named controller of Fairfield Works in Alabama,
a position he has held until his recent assignment at USSK.

                        *   *   *

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 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 assigned its 'BB-' rating to
United States Steel Corp.'s proposed $350 million senior notes
due 2010.


VICWEST CORP: Canadian Court Extends CCAA Protection to June 13
---------------------------------------------------------------
As previously announced, Vicwest Corporation and certain of its
Canadian subsidiaries obtained an order on May 12, 2003 to begin
Vicwest's restructuring under the Companies' Creditors
Arrangement Act.

Vicwest has sought and obtained from the Ontario Superior Court
of Justice an order granting it and the Subsidiaries an
extension to June 13, 2003 of protection under the CCAA, and an
extension to June 13, 2003 of the deadline for filing its
restructuring plan.

Vicwest also announced that pursuant to a Court order obtained
on May 26, 2003 it repaid its outstanding secured bank
indebtedness of approximately $30 million (all dollar amounts
are in Canadian dollars) with the debtor-in-possession financing
provided by Trilon Bancorp Inc. In addition to a term loan
facility of $30 million, the DIP financing includes a revolving
operating credit facility of $5 million which may be drawn upon
in accordance with an approved cash flow budget. The DIP
financing is guaranteed by the Subsidiaries and is secured by
all of the assets of Vicwest and the Subsidiaries. All amounts
borrowed under the DIP financing bear interest at the prime rate
per annum plus 5%. A fee equal to 1.25% of the amount advanced
has been paid with respect to the total amount of the committed
DIP financing. There is a further standby fee equal to 0.75% of
the unadvanced portion of the operating facility. The DIP
facilities are repayable in full upon an enforcement event if
there is a default or otherwise upon the earlier of September
26, 2003 and the implementation of the proposed plan of
compromise or arrangement under the CCAA. Advances under the
operating facility are available provided that various
affirmative and negative covenants are complied with and there
has been no material adverse change in the businesses, assets or
financing condition of Vicwest or the Subsidiaries.

The Court also accepted and approved the first report dated
May 23, 2003 of Deloitte & Touche Inc. in its capacity as
monitor of Vicwest. In that report, for the purpose of valuing
the secured banks' security, the Monitor estimated the
hypothetical liquidation value of certain assets of Vicwest and
Westeel Limited. The Court also approved the second report of
the Monitor dated May 29, 2003. The second report supported the
extension to June 13, 2003 of protection under the CCAA and the
date for filing the restructuring plan. The full text of both
Monitor's reports should be reviewed and considered in their
entirety as the contents of the reports are subject to
qualifications and assumptions set out therein. Copies of both
Monitor's reports will be filed by Vicwest with the Canadian
securities regulators and will be available on their Web site at
http://www.sedar.com Copies of the monitor's reports are also
available on the Monitor's Web site at http://www.deloitte.ca

As previously announced, the preparation and filing of Vicwest's
consolidated financial statements for the year ended
December 31, 2002 and the quarter ended March 31, 2003 have been
delayed as a result of Vicwest's restructuring activities under
the CCAA. Vicwest anticipates that it will be able to comply
with its financial statement filing requirements after
completion of its restructuring process. At this time it is
anticipated that Vicwest will emerge from its restructuring
process in the summer of 2003.

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

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


VIRAGEN: Says Company Continues to Meet AMEX Listing Criteria
-------------------------------------------------------------
Viragen, Inc. (Amex: VRA) corrected erroneous information
contained in a preliminary prospectus included in a Form S3 that
the Company filed with the Securities and Exchange Commission
Friday morning.

The filing incorrectly states that, "We (Viragen) do not
currently meet minimum bid price requirements of the American
Stock Exchange, and if we are delisted from the American Stock
Exchange, the trading market for our common stock could be
eliminated." Viragen currently meets AMEX maintenance criteria
and is considered in good standing. The Company has no reason to
believe that it is a candidate for possible delisting. The
Company will immediately amend its Form S3 and file the
corrected document with the SEC.

Viragen is a biotechnology company specializing in the research,
development and commercialization of natural and recombinant
protein-based drugs designed to treat a broad range of viral and
malignant diseases. These protein-based drugs include natural
human alpha interferon, monoclonal antibodies, peptide drugs and
therapeutic vaccines. Viragen's strategy also includes the
development of Avian Transgenic Technology for the large-scale,
cost-effective manufacturing of its portfolio of protein-based
drugs, as well as offering Contract Manufacturing for the entire
biopharmaceutical industry.

Viragen is publicly traded on the American Stock Exchange (VRA).
Viragen's majority owned subsidiary, Viragen International,
Inc., is publicly traded on the Over-The-Counter Bulletin Board
(VGNI). Viragen's key partners and licensors include: Roslin
Institute, Memorial Sloan-Kettering Cancer Center, National
Institutes of Health, Cancer Research UK, University of
Nottingham (U.K.), University of Miami, America's Blood Centers
and the German Red Cross. For more information, visit
http://www.Viragen.com

                         *     *    *

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

"Viragen, Inc. and its subsidiaries are engaged in the research,
development, manufacture and sale of a natural human alpha
interferon product designed to treat a broad range of viral and
malignant diseases. We are also researching and developing
recombinant protein-based drugs designed to treat a broad range
of cancers. Viragen's strategy also includes the development of
avian transgenics technology for large-scale, cost-effective
contract manufacturing of protein-based drugs.

"The accompanying unaudited consolidated condensed financial
statements include Viragen, Inc., Viragen International, Inc.
and all subsidiaries, including those operating outside the
United States of America. All significant transactions among our
businesses have been eliminated. The consolidated condensed
financial statements have been prepared in conformity with
accounting principles generally accepted in the United States,
which contemplate continuation of the Company as a going
concern.

"As of March 31, 2003 and June 30, 2002 our ownership interest
in Viragen International was approximately 72.8% and 70.2%,
respectively. If ViraNative, a wholly-owned subsidiary of
Viragen International acquired in September 2001, meets all of
the milestones under the acquisition agreement, our ownership
interest in Viragen International would be reduced to
approximately 59.2% assuming additional Viragen International
shares are not issued for any other purposes.

"The accompanying unaudited interim consolidated condensed
financial statements for Viragen have been prepared in
accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in
the United States have been condensed or omitted. The balance
sheet at June 30, 2002 has been derived from the audited
financial statements at that date. Certain amounts in prior
year's consolidated condensed financial statements have been
reclassified to conform to the current year's presentation. The
reclassifications had no effect on previously reported results
of operations.

"For the fiscal year ended June 30, 2002, the report of our
independent auditors contains an explanatory paragraph
indicating substantial doubt as to our ability to continue as a
going concern, due to our financial condition. Our financial
condition has not improved subsequent to our fiscal year end. If
we are unable to raise additional debt or equity funding it will
be necessary for us to significantly curtail or suspend a
portion or all of our operations. No assurance can be given that
additional funding will be available. During fiscal 2002, 2001
and 2000, we incurred significant losses of approximately
$11,089,000, $11,008,000 and $12,311,000, respectively, and had
an accumulated deficit of approximately $96,120,000 as of March
31, 2003. Additionally, we had a cash balance of approximately
$69,000 and a working capital deficit of approximately
$1,930,000 at March 31, 2003. Management anticipates additional
future losses as it commercializes its natural human alpha
interferon product and conducts additional research activities
and clinical trials to obtain additional regulatory approvals.
Accordingly we will require substantial additional funding.
These factors, among others, raise substantial doubt about our
ability to continue as a going concern. The accompanying
consolidated condensed financial statements do not include any
adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these
uncertainties."


WEG ACQUISITIONS: S&P Assigns BB+ Rating to Planned $200M Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
WEG Acquisitions L.P.'s proposed $200 million senior secured
term loan due 2008. WEG Acquisitions is an entity formed by
Madison Dearborn Partners LLC and Carlyle/Riverstone Global
Energy and Power Fund (the sponsors) to acquire certain
interests in Tulsa, Oklahoma-based Williams Energy Partners L.P.
WEG is a master limited partnership engaged in the
transportation, storage, and distribution of refined petroleum
products and ammonia. WEG has about $570 million of debt
outstanding. The sponsors have contributed roughly $333 million
of equity to WEG Acquisitions.

"The loan proceeds will be used to partially fund WEG
Acquisitions' $510 million purchase of The Williams Companies
Inc.'s 54.6% interest in WEG," noted Standard & Poor's credit
analyst Jeffrey Wolinsky. "The WEG Acquisitions term loan is
nonrecourse to the sponsors and to WEG," he continued.

The rating reflects WEG's average business position and moderate
financial leverage. Although WEG is under no legal obligation to
service WEG Acquisitions' debt burden, Standard & Poor's
incorporates into its analysis WEG Acquisitions' control of
WEG's general partner and significant ownership of WEG limited
partnership units.

As an MLP, WEG is required to distribute essentially all
remaining cash after meeting debt service and maintenance
capital requirements. Over the intermediate term, Standard &
Poor's expects that EBITDA interest coverage will fall between
3.5x to 4x. Total debt to EBITDA is expected to remain below 4x.
In addition, WEG is expected to finance its future growth
initiatives in a conservative manner. Specifically, Standard &
Poor's expects that future acquisitions will be funded with a
50% to 60% equity component.

WEG's liquidity is adequate to fund the partnership's
operations, maintenance capital expenditures, and existing
distribution levels. Typical of an MLP, substantially all cash
after operating expenses, debt service, and maintenance capital
spending is distributed to unit holders on a quarterly basis.
The company's nearest-term maturity is a $90 million term loan
due February 2004. WEG maintains an $85 million senior unsecured
revolving credit facility.

The stable outlook reflects expectations of relatively stable
cash flow generation levels at WEG and commensurate
distributions to unit holders. In addition, WEG management is
expected to finance future acquisitions with a significant
equity component.


WEIRTON STEEL: Honoring Prepetition Workers' Compensation
---------------------------------------------------------
As the second largest private employer in the State of West
Virginia, Weirton has elected, under Section 23-2-9 of the West
Virginia Workers' Compensation statute, to self-insure its
current and future statutory workers' compensation obligations.

Arch W. Riley, Jr., Esq., at Bailey, Riley, Buch & Harman, L.C.,
in Wheeling, West Virginia, explains that Weirton, in accordance
with applicable West Virginia statutes, is required to pay into
the West Virginia Workers' Compensation Fund, a self-insured
premium tax, which includes:

    1. an amount sufficient to pay Weirton's portion of the
       expense of administration of the self-insurance program;

    2. an amount sufficient to pay Weirton's portion of the
       expense claims for those employers who are in default in
       payment of premium taxes or other obligations;

    3. an amount sufficient to pay Weirton's portion of the
       expenses of the disabled workers' relief fund; and

    4. a sum sufficient to maintain as an advanced deposit an
       amount equal to the previous quarter's payments.

On an average monthly basis, Mr. Riley estimates that Weirton
pays $1,060,000 in self-insured workers' compensation
administration fees to the State of West Virginia, catastrophic
injury premium taxes and workers' compensation benefits.  Under
West Virginia law, premium tax assessments are special revenue
taxes entitled to priority or administrative expense status
subject to those applicable provisions under the Bankruptcy
Code.

Applicable West Virginia statutes require a participant under
the self-insured workers' compensation program to provide
collateral security or bonding for the benefit of the State of
West Virginia and the Fund with respect to prospective and
retrospective liability.  The State of West Virginia has
calculated, on an actuarial basis, that Weirton's security
obligation to the Fund is about $7,109,144 for prospective
liability and $40,470,515 for retrospective liability.  Frontier
Insurance Company has issued a surety bond amounting to
$10,629,496 on Weirton's behalf for the benefit of the State of
West Virginia and the Fund. Notwithstanding the security
deficit, the State of West Virginia has determined that Weirton
is eligible to participate in the State's workers' compensation
self-insurance program.

Mr. Riley adds that Weirton is also required by law to maintain
surety with respect to any obligations arising under the
Longshoremen's and Harbor Workers' Compensation Act.  A letter
of credit has been issued by Fleet Capital Corporation to the
United States Department of Labor on Weirton's behalf amounting
to $200,000 with respect to the Company's Longshoremen's and
Harbor Workers' Compensation Act surety obligation.  Currently,
no claims under the Longshoremen's and Harbor Workers'
Compensation Act are pending against the Company.

Accordingly, Weirton sought and obtained the Court's authority
to continue its existing workers' compensation program and to
take the steps necessary to provide for prepetition claims
arising under the self-insured program that become payable
postpetition. In this regard, Weirton is authorized to pay any
or all prepetition workers' compensation premium taxes and
Prepetition Claims that become payable postpetition, insofar as
the failure by Weirton to pay these amounts might result in the
loss of workers' compensation coverage, and would pose a
substantial, if not catastrophic financial burden on the Fund.
Weirton will not be deemed to have consented to the validity of
Prepetition Claims or have waived any defenses thereto.

Mr. Riley deems it critical that Weirton continue its workers'
compensation program and ensure that the Prepetition Claims
continue to be processed and paid.  If Weirton's current
workers' compensation insurance program is not maintained,
Weirton would be required to make alternative arrangements for
workers' compensation coverage, almost certainly at a
substantially higher cost, because the coverage is required
under the laws of West Virginia, with severe remedies if any
employer fails to comply with the laws.  In fact, if workers'
compensation coverage is not maintained, without interruption:

    1. employees could bring lawsuits for potentially unlimited
       damages;

    2. Weirton's ongoing business operations could be enjoined
       by the State of West Virginia; or

    3. Weirton's officers could be subject to criminal
       prosecution.

In addition, Judge Friend also authorizes Weirton to pay all
costs incident to the workers' compensation program, including,
but not limited to, processing costs and accrued but unpaid
prepetition charges for the administration of the program
charged by Acordia Employer Services.  Weirton estimates that
the aggregate amount of Prepetition Processing Costs accrued but
unpaid as of the Petition Date is $24,000.

Mr. Riley insists that the payment of the Prepetition Processing
Costs is justified because the failure to pay any amounts might
disrupt services of third-party providers with respect to the
Workers' Compensation program.  By paying the Prepetition
Processing Costs, Weirton may avoid even temporary disruptions
of the services and thereby ensure that:

    1. its employees obtain all workers' compensation benefits
       without interruption; and

    2. Weirton will remain in postpetition compliance with West
       Virginia's workers' compensation statutes at all times.

Judge Friend further directs all applicable banks and other
financial institutions to receive, process, honor and pay any
and all checks drawn on Weirton's accounts to pay the
Prepetition Processing Costs, whether the checks are presented
prior to or after the Petition Date, provided that sufficient
funds are available in the applicable accounts to make the
payments. Weirton represents that each of these checks can be
readily identified as relating directly to the authorized
payment of the Prepetition Claims and Prepetition Processing
Costs. Accordingly, Weirton believes that checks other than
those relating to authorized payments will not be honored
inadvertently. (Weirton Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Weirton Steel Corp.'s 11.375% bonds due 2004 (WRTL04USR1) are
trading at about 34 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WRTL04USR1
for real-time bond pricing.


WILLIAMS COS.: Completes Three Asset Sale Transactions for $663M
----------------------------------------------------------------
Williams (NYSE: WMB) has closed three previously announced
transactions involving sales of assets and a power contract for
approximately $663 million in aggregate consideration.

"These events show how we are executing on our business plan in
a big way. Asset sales are shaping a new Williams that is
financially healthier and commercially focused on selected
businesses and markets where we can be a leader in the natural
gas arena," said Steve Malcolm, chairman, president and chief
executive officer.

The completed sales involve:

     --  Certain exploration and production properties in
         Kansas, Colorado and New Mexico to XTO Energy (NYSE:
         XTO) for $381 million, of which $341 million cash was
         received Friday last week.  Williams had already
         received $40 million as an initial deposit in April.
         An additional $19 million relates to cash being
         received by Williams for revenues and preferential
         right elections since the announcement of the
         transaction in early April.  The total purchase price
         of the transaction is $400 million.

     --  A full-requirements power contract with Jackson
         Electric Membership Corporation to Progress Energy
         (NYSE: PGN) for $175 million cash, plus an additional
         $13 million as requirements related to the
         transitioning of operations are met by August 15.

     --  Williams' equity interest in Williams Bio-Energy
         L.L.C. to a new company formed by Morgan Stanley
         Capital Partners.  Following adjustments to the $75
         million purchase price pursuant to the purchase and
         sale agreement, Williams received $59 million in cash.
         The sale included ethanol production plants in Pekin,
         Ill., and Aurora, Neb.

With these proceeds, Williams has received roughly $2.1 billion
of the expected $2.75 billion cash from asset sales that have
been closed or announced this year. The balance is scheduled to
be received throughout the second quarter.

"We are using these sources of cash to manage our company and
its liquidity closely, carefully and thoughtfully," said
Malcolm. "These proceeds help us reduce debt and improve our
balance sheet to support our natural gas production, processing
and pipeline assets."

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas. Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.
More information is available at http://www.williams.com

As reported in Troubled Company Reporter's May 27, 2003 Edition,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on energy company The Williams Cos. Inc.
Ratings on Williams and its subsidiaries were removed from
CreditWatch with negative implications, where they were placed
July 23, 2002. The outlook is negative.

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

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


WILLIAMS: Closes $500 Million Exploration-and-Production Loan
-------------------------------------------------------------
Williams (NYSE: WMB) closed $500 million of secured, subsidiary-
level financing at a floating interest rate of 3.75 percent over
the London InterBank Offered Rate.

The four-year, fully funded and prepayable term loan refinances
a portion of a $1.17 billion secured obligation to a group of
investors led by a subsidiary of Berkshire Hathaway Inc. that
Williams retired with proceeds from recently closed asset sales
and funds from the new loan.

Williams' exploration-and-production interests in the U.S. Rocky
Mountains had secured the now-retired obligation and will
continue to serve as security on the new loan.

As a result of the smaller size of the loan and improvement in
Williams' liquidity position, the terms of the new exploration-
and-production loan are more favorable than the previous loan.

"Williams is in a better position today than it was last summer.
Our finances have significantly improved and our commercial
focus is much sharper. Retiring this loan early is an indication
of our progress," said Steve Malcolm, chairman, president and
chief executive officer.

This repayment of the $1.17 billion loan along with the
previously announced planned repurchase of preferred shares in
June will bring to an end the investments in Williams by a
subsidiary of MidAmerican Energy Holdings Company, a member of
the Berkshire Hathaway Inc. family of companies.

Williams last week announced that it had reached an agreement to
repurchase for approximately $289 million all of the outstanding
9-7/8 percent cumulative-convertible preferred shares held by a
wholly owned subsidiary of MidAmerican Energy Holdings Company.
The repurchase is subject to standard closing conditions,
including obtaining the necessary approvals from Williams'
banks.

Earlier this week, Williams closed the private placement of $300
million in 5.5 percent junior subordinated convertible
debentures due 2033.  The company plans to use the net proceeds
from the debentures to fund the preferred stock repurchase this
month.  The new convertible debentures provide the company with
more favorable terms, which on an annual basis result in
approximately $17 million in lower after-tax carrying costs
compared with the preferred convertible shares Williams plans to
repurchase.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.
More information is available at http://www.williams.com


WIRELESS NETWORKS: Terminates Operations Due to Lack of Funds
-------------------------------------------------------------
Wireless Networks Inc., has effected a further round of layoffs
implemented with a view to reducing overhead to the skeletal
level. The Corporation has been unable to secure further
financing from any source and, accordingly, is not able to
proceed with its business plan. Delays in the delivery of
commercial versions of the Corporation's product have
exacerbated the problem as sales have been nominal.
Additionally, the TSX Venture Exchange has advised the
Corporation that it does not meet the minimum listing
requirements, a risk that was disclosed in the Corporation's
January 28, 2003 prospectus.

The Corporation is working toward marshalling its remaining
resources in an orderly fashion to address the claims of
outstanding creditors. In that regard, the Corporation is
seeking purchasers of its technology and associated products and
looking for opportunities to combine with other companies who
may wish to take advantage of its tax pools and shareholder
base.


WORLDCOM INC: E. Stanley Kroenke to Acquire Douglas Lake Ranch
--------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced that E. Stanley Kroenke has signed
an agreement to acquire the Douglas Lake Ranch, located in
British Columbia, Canada.  The signed agreement represents the
culmination of a sales process undertaken by MCI following the
company's exercise of control rights over certain collateral
pledged by its former CEO Bernard Ebbers to secure his
indebtedness to the company.  This follows the successful sale
by MCI of Ebbers' yacht manufacturing company.

Douglas Lake Ranch is Canada's largest cattle ranch and is a
diversified agribusiness with equipment dealerships and
recreational facilities.  More information about the ranch, its
equipment dealerships and its recreational opportunities can be
found at http://www.douglaslake.com

Mr. Kroenke is a nationally known businessman with numerous real
estate and ranching interests.  He also owns Denver-based
Kroenke Sports Enterprises, LLC, the Rocky Mountain Region's
leading provider of live sports and entertainment events.
Kroenke Sports Enterprises includes Pepsi Center, the Colorado
Avalanche (NHL), Denver Nuggets (NBA), Colorado Mammoth (NLL)
and the Universal Lending Pavillion, and has ownership interests
in the Colorado Crush (AFL) and Denver's Paramount Theater.  Mr.
Kroenke is also the co-owner of the NFL's St. Louis Rams.

Mr. Kroenke has indicated that he intends to continue to operate
the ranch in a manner consistent with its more than 100 year
history.  The acquisition is subject to certain closing
conditions, including various governmental and court approvals
that are now being sought.  MCI expects to receive gross
proceeds from the sale of U.S. $68.5 million.

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


WORLDCOM INC: Pushing for Approval of SunTrust Bank Stipulation
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek entry of the
proposed stipulation and order between Intermedia Communications
Inc. and SunTrust Bank approving the disposition of certain
deposit accounts pledged by Intermedia and held by SunTrust as
security for Intermedia's reimbursement obligations to SunTrust
under certain letters of credit issued prior to the Petition
Date by SunTrust to secure certain bonding obligations of
Intermedia to third parties.

Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that in the ordinary course of operating their
businesses, the Debtors require the issuance of bonds for
numerous facets of their businesses.  As collateral for certain
bonds required in the operation of Intermedia's businesses,
SunTrust issued Letters of Credit for the benefit of various
third parties totaling $11,500,000.  As a condition to issuing
such Letters of Credit, SunTrust required, and was granted,
security for Intermedia's reimbursement obligations to SunTrust
under the Letters of Credit in the form of cross-collateralized
deposit accounts, pledged by Intermedia and held by SunTrust,
each in an amount equal to or greater than the amount of each
Letter of Credit.

As of April 25, 2003, Ms. Fife reports that certain Letters of
Credit totaling $11,000,000 have expired or were terminated.  In
addition, with respect to Letter of Credit #50193 issued
amounting to $500,000, prior to the Petition Date the
beneficiary drew on the Letter of Credit in full to satisfy a
call on the underlying bond.  SunTrust continues to hold the
Collateral, aggregating $11,500,000, to secure its reimbursement
obligations with respect to the draw made with respect to Letter
of Credit #50193, for which the maximum liability is $500,000
together with certain interest, fees, and expenses.

Intermedia and SunTrust wish to resolve all matters relating to
the Letters of Credit pursuant to the terms set forth in the
Stipulation and Order, the salient terms of which provide for,
among other things:

    -- retention of Collateral by SunTrust equal in amount to
       the $500,000 draw made on Letter of Credit #50193, plus
       interest at the non-default contract rate and reasonable
       attorney's fees and expenses;

    -- return of the remaining Collateral to Intermedia;

    -- waiver by SunTrust of any early termination fees; and

    -- mutual releases by the Parties.

According to Ms. Fife, SunTrust has agreed to return all of the
Collateral, less an amount equal to Intermedia's matured
reimbursement obligations arising from the $500,000 draw made on
Letter of Credit #50193, plus non-default contract rate interest
at 4.76% per annum and reasonable attorneys fees and expenses,
which total $26,000.  After accounting for SunTrust's
application of Collateral with respect to the $500,000 draw,
Intermedia can expect a return of Collateral amounting to
$11,000,000.  The Debtors submit that in the exercise of their
business judgment, resolution of all issues with respect to the
Letters of Credit, through the retention and application by
SunTrust of Collateral totaling $500,000 and the return to the
Debtors of the remaining Collateral totaling $11,000,000, is in
the best interests of their estates. (Worldcom Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORTH MEDIA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Worth Media LLC
             575 Lexington Avenue, 35th Fl.
             New York, New York 10022
             fka Worth Media
             fka Capital Publishing LLC
             fka CP Acquisition LLC

Bankruptcy Case No.: 03-13471

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Worth LLC                                  03-13472
        Benefactor LLC                             03-13473
        Civilization LLC                           03-13474

Type of Business: Magazine Publishing

Chapter 11 Petition Date: May 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: Larry Ivan Glick, Esq.
                  Larry I. Glick, P.C.
                  1305 Franklin Avenue
                  Suite 180
                  Garden City, NY 11530
                  Tel: (516) 739-1111
                  Fax : (516) 739-0896

Total Assets: $2,599,000

Total Debts: $9,710,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Tesla Capital, LLC          Loans                   $2,060,000
19925 Stevens Creek Blvd, #124
Cupertino, CA 95014-2358
Ray J. Hernandez
Tel: 408 973-7824

Brown Printing              Trade                   $1,010,981
2300 Brown Ave.
Waseca, MN 56093-0517
A. Buccholz
Tel: 800 533-0475

EDS / Kable News            Trade                     $687,795
335 Centennial Pkwy
Louisville, CO 80027
Jan Mascarenas
Tel: 303 604-7562

AT Clayton & Co. Inc.       Trade                     $223,200

CustomerActivationProgram
New Sub Magazine Svcs LLC   Trade                     $210,616

Applied Graphics Tech.      Trade                     $171,796

Tenth City LLC,             Landlord                  $147,837

Free Biz Mag                Trade                     $127,811

EbscoConsumerMagazineSvc    Trade                      $96,836

American Broadcasting Co.   Trade                      $95,783

Dow, Lohnes & Albertson     Legal Services             $82,529
PLLC

Worth Sweepstakes Winner    Sweepstakes Promotion      $75,000

Circulation Specialists     Trade                      $50,482

JD Power and Assoc          Trade                      $18,438

Lexis-Nexis                 Trade                      $61,390

Schmidt Printing, Inc.      Trade                      $32,632

Millennium Communications   Trade Claim                $24,693

Mail-Well Envelope          Trade                      $16,237

Modular Systems Installat   Trade                      $15,661

Publishing Experts          Trade                      $18,134


W.R. GRACE: Wants Nod to Modify & Amend DIP Financing Agreement
---------------------------------------------------------------
In a regulatory filing with the Securities & Exchange
Commission, W.R. Grace & Co., and its debtor-affiliates provided
information regarding modification of the financial covenants in
the amended DIP Credit Agreement not previously included in
their request filed with the Bankruptcy Court and previously
approved.

The Lenders joining in this amendment to the DIP Credit
Agreement, in addition to Bank of America as Agent and as a
Lender, are:

    (1) Transamerica Business Capital Corporation
        Rye, New York;

    (2) GMAC Commercial Credit LLC
        New York, New York;

    (3) The CIT Group/Business Credit
        New York, New York;

    (4) PNC Bank, National Association
        East Brunswick, New Jersey;

    (5) Bank of Scotland
        Chicago, Illinois; and

    (6) AmSouth Capital Corporation
        New York, New York.

                  The Amended DIP Credit Agreement

The Debtors entered into a debtor-in-possession postpetition
loan and security agreement with Bank of America, N. A. in the
aggregate amount of $250,000,000.  The term of the DIP facility,
originally set to expire April 1, 2003, has been extended for up
to an additional three years through April 2006.  In addition,
the Debtors have agreed to modify certain other provisions of
the Credit Agreement, which were not previously included in the
Debtors' motion presented to the Court.

These include a renewed warranty as to each Borrower's:

        (i) state of organization, organizational identification
            number where one is issued by such Borrower's state
            of organization, chief executive office, the
            location of its books and records, the locations of
            its Collateral, and the locations of all of each
            Borrower's other places of business;

       (ii) condition of all Inventory as held only for sale or
            lease, and maintained fit for these purposes by
            keeping all of the Inventory in good and marketable
            condition;

      (iii) equipment, which must be maintained in a condition
            fit for use in the Borrower's business;

       (iv) equipment, which the Borrower agrees will not be
            permitted to become a fixture; and

        (v) intellectual property, which must be maintained
            current, failing which the Borrower must notify
            the Agent.

Furthermore, the Debtor Borrowers are prohibited from accepting
any goods that would otherwise constitute inventory on
consignment or approval, without the Lenders' written consent,
if the goods have a fair market value over $7,500,000 in the
aggregate at any one time.  Each Borrower is required to conduct
a physical inventory yearly.

                 No Borrowings As Of March 31, 2003

Grace reports it had no outstanding borrowings under the DIP
facility as of March 31, 2003; however, $13,500,000 of standby
letters of credit were issued and outstanding under the
facility. The letters of credit, which reduce available funds
under the facility, were issued mainly for trade-related matters
like performance bonds, as well as certain insurance and
environmental matters.

                         Power of Attorney

In addition, each of the Borrowers appoints the Agent and the
Agent's designee as each Borrower's attorney, with power to:

        (a) endorse any Borrower's name on any checks, notes,
            acceptances, money orders, or other forms of payment
            or security that come into the Agent's or any
            Lender's possession;

        (b) sign each Borrower's name on any invoice, bill of
            lading, warehouse receipt or other negotiable or
            non-negotiable Document constituting Collateral, on
            drafts against customers, on assignments of
            Accounts, on notices of assignment, financing
            statements and other public records and to file any
            such financing statements by electronic means with
            or without a signature as authorized or required by
            applicable law or filing procedure;

        (c) the extent not prohibited by the Bankruptcy Court,
            notify the post office authorities to change the
            address for delivery of any Borrower's mail to an
            address designated by the Agent and to receive, open
            and dispose of all mail addressed to each Borrower;

        (d) send requests for verification of Accounts to
            customers or Account Debtors;

        (e) complete in the Borrower's name or the Agent's name,
            any order, sale or transaction, obtain the necessary
            Documents in that connection, and collect the
            proceeds;

        (f) clear Inventory through customs in any Borrower's
            name, the Agent's name or the name of the Agent's
            designee, and to sign and deliver to customs
            officials powers of attorney in such Borrower's name
            for such purpose; and

        (g) do all things necessary to carry out this Credit
            Agreement.

Each Borrower ratifies and approves all acts of such attorney in
advance.  None of the Lenders or the Agent nor their attorneys
will be liable for any acts or omissions or for any error of
judgment or mistake of fact or law except for their gross
negligence or willful misconduct.

This power of attorney, being coupled with an interest, is
irrevocable until this Credit Agreement has been terminated and
the Obligations have been fully satisfied.  Except with respect
to the power granted to the Agent and the Agent's designees in
clause (d) of the power of attorney, the Agent covenants, and
the Lenders acknowledge and agree, that the Agent will not
exercise the rights granted to it under the power of attorney
unless an Event of Default exists and is continuing. (W.R. Grace
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


XOMA LTD: Will Present Update at Needham & Co. Conference Friday
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XOMA Ltd. (Nasdaq:XOMA) has been invited to present a corporate
update to the investment community at the Second Annual Needham
and Company Biotechnology Conference in New York City on Friday,
June 6, 2003 at 11:30 a.m. EDT. John L. Castello, XOMA's
chairman, president and chief executive officer will provide an
overview of the Company and an update on key business
milestones.

The audio portion of the presentation will be webcast and
available for replay via the following link through Friday,
June 20, 2003: http://www.twst.com/econf/mm/needham5/xoma.html

The webcast can also be accessed via XOMA's Web site at
http://www.xoma.com/

XOMA, whose December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $11 million, develops and
manufactures antibody and other protein-based biopharmaceuticals
for disease targets that include cancer, immunological and
inflammatory disorders, and infectious diseases. XOMA's programs
include collaborations: with Genentech, Inc. on the Raptiva(TM)
antibody for psoriasis (BLA submission), rheumatoid arthritis
(Phase II), psoriatic arthritis (Phase II) and other
indications; with Baxter Healthcare Corporation to develop
NEUPREX(R) (rBPI-21) for Crohn's disease (Phase II) and other
indications; with Millennium Pharmaceuticals, Inc. on two
biotherapeutic agents, CAB-2 and MLN01, for certain
cardiovascular inflammation indications (preclinical); and with
Onyx Pharmaceuticals, Inc. on its ONYX-015 product for various
cancers (current activities suspended, pending partnership
discussions). Earlier-stage development programs focus on
antibodies and BPI-derived compounds developed at XOMA for the
treatment of cancer, retinopathies, and acne.

For more information about XOMA's pipeline and activities, visit
XOMA's Web site at http://www.xoma.com/


* Deloitte & Touche Taps New Leaders in Carolinas Practice
----------------------------------------------------------
Deloitte & Touche LLP, one of the nation's leading professional
services firms, recently announced the expansion of its
Financial Advisory Services practice in the Carolinas with the
addition of Tom Aleman, the national leader for the firm's
Analytic & Forensic Technology Services Group, and Dave Wedding,
leader of the Carolinas Financial Advisory Services practice.

Transferring from the Chicago office, Aleman is the partner
responsible for expanding the Southeast FAS practice. He also is
the national leader for the firm's Analytic & Forensic
Technology Services practice, which focuses on complex data
issues for bankruptcy, litigation and investigation matters.
Aleman has more than 20 years experience assisting clients with
complex disputes and bankruptcies. Throughout his career, Aleman
has worked with a number of companies facing mass tort issues,
including asbestos and medical devices. He also has advised many
companies on cost containment, claims and settlement strategy
and process improvement. He specializes in fraud and forensic
detection and risk assessment through the use of technology.
Aleman has a bachelor's degree in Accounting and in Economics
from the University of North Carolina at Charlotte.

Effective June 1, Wedding will transition from the Audit
practice to FAS. He has more than 20 years of audit experience
and has provided financial advisory services to law firms and
commercial enterprises. Wedding conducts forensic investigations
for both large and middle market companies and is an expert in
cost management and cost accounting systems. He has significant
experience preparing insurance claims and lost profits analysis,
testifying as an expert witness and serving as an arbitrator in
purchase price disputes. Wedding is a certified public
accountant with a bachelor's degree from the University of North
Carolina at Charlotte and MBA from Virginia Tech.

Deloitte & Touche's Financial Advisory Services practice
provides comprehensive financial, economic and strategic advice
for clients in five separate but integrated transaction-oriented
service lines--Dispute Consulting & Forensic Investigations,
Merger & Acquisition Services, Reorganization Services,
Valuation, and Corporate Finance. The functional expertise, deep
industry knowledge, and unique skill sets of our professionals,
combined with the unparalleled resources of the Deloitte &
Touche network, enable us to solve our clients' complex business
problems.

Deloitte & Touche, one of the nation's leading professional
services firms, provides assurance and advisory, tax, and
management consulting services through nearly 30,000 people in
more than 100 U.S. cities. The firm is dedicated to helping our
clients and our people excel. Known as an employer of choice for
innovative human resources programs, Deloitte & Touche has been
recognized as one of the "100 Best Companies to Work For in
America" by Fortune magazine for six consecutive years. Deloitte
& Touche refers to Deloitte & Touche LLP and its related
entities. Deloitte & Touche is the U.S. national practice of
Deloitte Touche Tohmatsu. Deloitte Touche Tohmatsu is a Swiss
Verein, and each of its national practices is a separate and
independent legal entity. For more information, please visit
Deloitte & Touche's Web site at http://www.deloitte.com/us


* Fitch Says Major US Airlines Face Heavy Debt Through 2006
-----------------------------------------------------------
Irrespective of improvements in business conditions that could
fuel a return to profitability for some U.S. network airlines in
2004, Fitch Ratings reports that a better operating environment
will not mark the end of the airline industry's liquidity
concerns. Fitch expects that the top ten U.S. airlines will face
total debt and capital lease maturities of $21.2 billion between
2003 and 2006.

"Combined cash outflows related to debt repayment, pension
funding requirements and planned aircraft capital spending may
delay the arrival of healthier balance sheets until the second
half of the decade, and may trigger future liquidity crises or
bankruptcies," said William Warlick, Fitch Ratings.

Among the major U.S. network carriers operating outside of
bankruptcy, American, Northwest and Delta have the largest debt
and capital lease maturities. Each of these airlines faces
scheduled annual maturities in excess of $1 billion in 2005
alone. Beyond the industry's heavy debt burden, the major
network carriers face an aggregate underfunded pension liability
of more than $22 billion. United, which filed for Chapter 11
bankruptcy last December, faces the largest pension problem
among the major carriers with an underfunded obligation of $6.3
billion as of year-end 2002.

"Even with an improvement in operating fundamentals driven by
stronger business travel demand and lower labor costs, it is
important to bear in mind that significantly higher cash
obligations related to debt, aircraft leases, pension funding
and aircraft acquisitions will put heavy pressure on the
airlines' liquidity through at least 2006," said Warlick.

While it is true that some of this burden may ultimately be
refinanced, extending maturities beyond the industry's critical
stabilization period, the obligations nonetheless represent
immense cash funding requirements at a time when operating cash
flow may well remain weak. As some of this debt load begins to
roll off airline balance sheets between now and 2006, the need
to repay or refinance debt will put further stress on cash flow-
even in an improved operating environment characterized by lower
unit costs, healthier levels of demand and better passenger
yields.

Particularly in 2005 and 2006, when some large bank credit
facilities mature, the cash burden associated with the repayment
of debt may well erode the liquidity of even the better-
positioned network carriers (e.g., Northwest and Delta) that
currently have cash buffers large enough to see them through a
persistently weak 2003 revenue environment. The ability of these
carriers to avoid a cash squeeze during that period will be
governed in large part by their continued access to the capital
markets and the willingness of secured lenders to roll over
existing debt.

Fitch's new report titled 'Picking Up The Pieces: U.S. Airline
Cash Flow Concerns Beyond 2003', outlining some of the cash flow
challenges that the U.S. hub-and-spoke carriers will face over
the next three years, is available on the Fitch Ratings Web site
at http://www.fitchratings.com


* Kirkpatrick & Lockhart/Dallas Brings-In Gerrit M. Pronske
-----------------------------------------------------------
The national law firm of Kirkpatrick & Lockhart LLP announced
that Gerrit M. Pronske, partner, has joined K&L's Dallas office.
Mr. Pronske comes to K&L from the firm of Thompson, Coe, Cousins
& Irons, where he concentrated his practice on reorganizations,
bankruptcy litigation, insolvency law and workout of troubled
loans.

Mr. Pronske will continue to advise and counsel clients on
bankruptcy and insolvency matters. He is a senior member of the
Dallas bankruptcy bar and the author of two recognized treatises
on Texas bankruptcy law, including Pronske's Texas Bankruptcy
Annotated, Second Edition, published by Texas Lawyer Press. Mr.
Pronske has also served as editor of the Texas Bankruptcy
Decisions since 1995 and was the editor of the Texas Bankruptcy
Court Reporter from 1986 to 1995. He is certified in Business
Bankruptcy Law by the American Board of Certification/American
Bankruptcy Institute and is a member of the American Bankruptcy
Institute. Mr. Pronske is admitted to practice in Texas and New
Mexico.

Mr. Pronske views his transition to K&L as "an opportunity to
greatly enhance the quality of services to clients faced with
insolvency issues by bringing to the table all of the tremendous
legal resources offered by K&L on a national level."

Robert E. Wolin, Administrative Partner for K&L's Dallas office,
notes that "Gerrit's arrival represents a major step forward to
growing a national bankruptcy practice at K&L while adding
another key practice discipline to our Dallas office."

K&L's Dallas office has a dynamic national and international
practice, involving representation of Fortune 500 companies,
multinational holding companies and business entrepreneurs in
courts and in transactions ranging from New York to California,
to Florida, Canada to Mexico and Puerto Rico, Taiwan to France
and many points in between. The office has an extensive
litigation practice that is focused primarily on complex
commercial and securities litigation in addition to a labor and
employment practice that has both a strong local and national
presence, as well as a comprehensive corporate and real estate
practice.

Kirkpatrick & Lockhart is a national law firm with approximately
700 lawyers in Boston, Dallas, Harrisburg, Los Angeles, Miami,
Newark, New York, Pittsburgh, San Francisco, and Washington. K&L
serves a dynamic and growing clientele in regional, national and
international markets. K&L currently represents over half of the
Fortune 100, as well as a full range of emerging and growth
companies, and individuals. The firm's practice embraces three
major areas -- litigation, corporate and regulatory -- and
related fields. For more information, please visit
http://www.kl.com


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR       (115)         242       52
Actuant Corp            ATU         (44)         295       18
Acetex Corp             ATX         (11)         373      126
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
W.R. Grace & Co.        GRA        (222)       2,688      587
Graftech International  GTI        (351)         859      108
Hollywood Casino        HWD         (92)         553       89
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL         (5)         474      295
Gartner Inc.            IT          (29)         827        1
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         630     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,835     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp.          RAD         (93)       6,133    1,676
Ribapharm Inc.          RNA        (363)         199       92
Sepracor Inc.           SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (36)       1,617      172
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Technology      VLNC        (16)          30        3
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

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
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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.

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are $25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***