TCR_Public/030604.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 4, 2003, Vol. 7, No. 109

                          Headlines

AIR CANADA: Seeking Interim Labor Concessions with Labor Groups
ALLIANCE TOBACCO: Look for Schedules and Statements on June 27
ALTAIR NANOTECHNOLOGIES: Completes $1.3MM Private Placement Deal
AMERICAN AIRLINES: May Systemwide Traffic Exceeds Expectations
AMERICAN FIN'L: Closes $175MM Sr. Conv. Notes Private Offering

AMERIPATH INC: Appoints David L. Redmond as EVP and CFO
ANKER COAL: Brings-In George R. Desko as Interim President & CEO
ANTHONY CRANE: S&P Withdraws All Default-Level Ratings
APOGENT TECH.: Closes 6-1/2% Senior Sub. Notes Private Placement
ASPEN TECHNOLOGY: Enters into Pact for Balance Sheet Refinancing

AT&T CANADA: Georgeson Shareholders Aids in Solicitation Process
BAYOU STEEL: Has Exclusive Right to File Plan through October 1
BETA BRANDS: Liquidation or Dissolution Likely after Foreclosure
BLUEBOOK INT'L: March 31 Balance Sheet Upside-Down by $1.5 Mill.
CALPINE CORP: Says S&P's B Rating Has Less Impact on Operations

CAR RENTAL: Defaults on Ford Forbearance Agreement & Release
CARCORP USA: Fails to Obtain New Funds to Continue Operations
CARR PHARMACEUTICALS: Bringing-In Fox Rothschild as Attorneys
CINEMARK PROPERTIES: Exchanging Up to $150M of 9% Sr. Sub. Notes
CONE MILLS CORP: S&P Affirms Junk L-T Credit and Debt Ratings

CONTINENTAL AIRLINES: S&P Affirms & Removes B Rating from Watch
CONTINENTAL AIRLINES: S&P Rates $50MM Special Revenue Bonds at B
CONTINENTAL AIRLINES: S&P Hatchets Airport Revenue Bond Ratings
CONTINENTAL AIRLINES: Posts 76% Mainline Jet Load Factor for May
COOPERATIVE COMPUTING: S&P Rates Planned $175MM Sr. Notes at B+

DAISYTEK INT'L: Files for Chapter 11 Reorganization in Texas
DAISYTEK INT'L: Case Summary & 19 Largest Unsecured Creditors
DAYTON SUPERIOR: Proposed $150MM Senior Secured Notes Rated 'B+'
DELTA AIR LINES: Closes Sale of $300MM of Conv. Senior Notes
DIVERSIFIED CORPORATE: Jack Progue Discloses 16.1% Equity Stake

DIVINE: FatWire Acquires Enterprise Content Management Business
ECLICKMD INC: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: Sues Dynegy Counterparties Demanding $230MM Payment
EQUUS GAMING: Delays Filing of Form 10-Q for March 2003 Quarter
FAIRCHILD SEMICONDUCTOR: S&P Rates New Sr. Sec. Bank Loan at BB-

FINET.COM INC: Voluntary Chapter 11 Case Summary
FLEMING COS.: Court Okays Pachulski Stang as Debtors' Co-Counsel
GALAXY NUTRITIONAL: Textron Financial Replaces Finova as Lender
GENSCI REGENERATION: Red Ink Continues to Flow in First Quarter
GENSCI REGENERATION: Osteotech Confirms Claim Settlement Pact

GENUITY INC: Earns Nod to Fund Wind-Down of Foreign Subsidiaries
GLOBIX CORP: Narrows First Quarter 2003 Net Loss to $7 Million
GRUPO IUSACELL: Suspends Interest Payment on 14.25% Bonds
GSR MORTGAGE: Fitch Rates Class B4, B5 P-T Certificates at BB/B
HAYES LEMMERZ: Court OKs Stipulation re Employee Retention Plan

IMC GLOBAL: S&P Analyst Cuts Equity Ranking to 3-STARS 'Hold'
INLAND RESOURCES: Completes Financial Workout with Sub. Lenders
INTEREP: Fails to Maintain Nasdaq Continued Listing Requirements
IPSCO INC: S&P Rates Proposed $150MM Sr. Unsecured Notes At BB+
KEMPER INSURANCE: Fitch Drops Unit's Surplus Notes to D from C

KMART CORP: Asks Court to Fix May 6 Distribution Record Date
LA PETITE ACADEMY: Fails to Beat Form 10-Q Filing Deadline
LA QUINTA CORP: Board Declares Dividend on 9% Preferred Stock
LD BRINKMAN: US Trustee Appoints Official Creditors' Committee
LMI TECHNOLOGIES: Facing Infringement Suit Filed by Perceptron

MAGELLAN HEALTH: Gets Nod to Sell New Mexico Property for $1.8MM
MARSULEX INC: S&P Cuts Ratings on Financial Flexibility Concerns
MCSI INC: Commences Voluntary Chapter 11 Reorganization
MEDSOLUTIONS INC: Deficits Raise Going Concern Doubts
METROCALL: Makes $10MM Prepayment on 12% Senior Sub. PIK Notes

MIRANT: Commences Exchange Offer for $1.45BB of Existing Bonds
MITEC TELECOM: Signs Letter of Intent to Sell Swedish Subsidiary
MORGAN STANLEY: S&P Keeps Watch on B/CCC Note Classes Ratings
NEENAH FOUNDRY: Reaches Restructuring Agreement with Bondholders
NORTEL: Supplies Infra. Solution to Midwest Wireless Network

NRG ENERGY: Joint Plan's Classification & Treatment of Claims
ONESOURCE TECH.: Financial Improvement Continue in First Quarter
OREGON STEEL: Hires Scott Montross as VP of Sales and Marketing
ORION REFINING: Wants Nod to Bring-In Morris Nichols as Counsel
OWENS CORNING: Asks Court to OK $43MM Enron Settlement Agreement

PAC-WEST: Inks New Interconnection Pact with Verizon
PENN TRAFFIC: Ratings Dropped to 'D' After Filing for Chapter 11
PETALS INC: Court Approves Interim $347K Cash Collateral Use
PHARMCHEM INC: Falls Below Nasdaq Continued Listing Standards
PHILIP SERVICES: Files for Chapter 11 Protection in S.D. Texas

PHILIP SERVICES: Voluntary Chapter 11 Case Summary
QWEST COMMS: Considering Increasing Term Loan to $1.5 Billion
QWEST CORP: Fitch Assigns B Rating to $1-Bil. Term Loan Facility
RENT-WAY INC: Completes $205 Million Refinancing Transaction
RIBAPHARM: ICH Pharma. Offers to Acquire All Outstanding Shares

RP ENTERTAINMENT: Ability to Continue Operations Uncertain
RYLAND GROUP: Fitch Assigns BB+ Rating to $150-Mill. Debt Issue
SBA COMMS: AAT Exercises Option to Purchase Last 122 Towers
SLATER STEEL: Commences Restructuring Under Chapter 11 and CCAA
SLATER STEEL US: Case Summary & 20 Largest Unsecured Creditors

SLATER STEEL: Fraser Says Union Set to Work on Plan Development
SONO-TEK CORP: Seeking Restructuring Pacts with Current Lenders
SORRENTO NETWORKS: April 30 Net Capital Deficit Widens to $39MM
SPECTRASITE INC: Adds Two New Directors to Collocation Ops. Team
SPIEGEL: Turning to KPMG LLP for Auditing Services & Tax Advice

TERRAQUEST ENERGY: Issuing 6.7 Million Flow-Through Shares
TITAN INT'L: Court Dismisses Shareholder Lawsuit against Company
TROLL COMMS: Seeks Nod to Use Cash Collateral and DIP Financing
TYCO INTERNATIONAL: Will Publish Q3 Results on July 29, 2003
UBIQUITEL INC: S&P Junks Corporate Credit Rating at CCC

UNITED AIRLINES: Port Authority Demands Payment of Admin. Claim
URSTADT BIDDLE: Fitch Rates $40-Million Preferred Offering at BB
US AIRWAYS: Delaying Initial Stock Distribution for 30 Days
VALCOM INC: Unit Inks Multi-Year TV Deal with Paramount Pictures
WEIRTON STEEL: US Trustee Appoints Official Creditors' Committee

WESTPOINT STEVENS: Ratings Dive to 'D' in Wake of Bankruptcy
WESTPOINT STEVENS: Fitch Lowers $1B Senior Notes Rating to 'D'
WESTPOINT STEVENS: Reaches Fin'l Workout Pact with Noteholders
WORLDCOM INC: Request for Chapter 11 Trustee Appointment Nixed
W.R. GRACE: IRS Proposes $114MM Tax Adjustments for 1993-1996

XCEL ENERGY: Will Redeem Outstanding 8-3/4% First Mortgage Bonds

* Meetings, Conferences and Seminars

                          *********

AIR CANADA: Seeking Interim Labor Concessions with Labor Groups
---------------------------------------------------------------
Air Canada and its debtor-affiliates have requested their
unionized employees to agree to a 10% wage reduction for the
period from May 1, 2003 to June 30, 2003.

The Wage Reduction would apply to all employee groups, including
management and non-unionized employees.  However, the Wage
Reduction does not apply to employees earning less than
C$25,000.

The Wage Reduction may be extended for a longer period by mutual
agreement.  If no agreement on an extension to the Wage
Reduction were reached between Air Canada and its unionized
employees, the Wage Reduction would cease to be in effect on
July 1, 2003.

The Applicants anticipate that the Wage Reduction will save them
C$35,000,000 over the initial 60-day period.

To provide additional information concerning the urgency to
achieve the Wage Reduction, Air Canada's senior management met
with several of the unions to present data and analysis relating
to current passenger advance bookings compared to prior year,
system capacity adjustments, revenue outlook for the months of
April, May and June, as well as the most recent 13 week cash
flow forecast.

Air Canada's current advance bookings compared to the 2002
levels are:

                          Advance bookings
                 Comparison to 2002 levels (decline)

                                    June travel      July travel
                                    -----------      -----------
    Global                             (19%)            (20%)
    Transborder (U.S.)                 (21%)            (28%)
    Pacific                            (50%)            (46%)
    Sun destinations                   (17%)            (20%)

If achieved, the Wage Reduction will assist in reducing the cost
structure of Air Canada, Murray A. McDonald, President of Ernst
& Young Inc., relates.  But Mr. McDonald admits that the Wage
Reduction alone cannot bring the bankrupt airline back to a cash
flow break-even point.

                  ACPA, Dispatchers Group Agree

On May 9, 2003, the Air Canada Pilots Association advised Air
Canada that it would agree to a 10% wage reduction for the
months of June and July to provide interim relief pending the
completion of the labor cost restructuring.  Upon ratification
of the wage reduction, a similar reduction is to be implemented
for management and other non-unionized employees.

On May 12, 2003, the Canadian Airlines Dispatchers Association
also advised the company that it would agree to a 10% wage
reduction for the months of June and July subject to the
ratification of a formal agreement.

"I commend ACPA and our pilots for their leadership in taking
this important step as we work our way to a sustainably viable
cost structure," Air Canada President and Chief Executive
Officer Robert Milton said in a press release. "Upon
ratification and concurrent with this 10 per cent wage
reduction, a similar wage reduction will also be implemented for
management and other non-unionized employees." (Air Canada
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ALLIANCE TOBACCO: Look for Schedules and Statements on June 27
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
gave Alliance Tobacco Corporation 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 27, 2003 to
prepare and deliver these documents to the Bankruptcy Court.

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.


ALTAIR NANOTECHNOLOGIES: Completes $1.3MM Private Placement Deal
----------------------------------------------------------------
Altair Nanotechnologies Inc., (Nasdaq:ALTI) has completed a $1.3
million private placement. Under the terms of the governing
agreements, Altair issued 2,015,504 shares of common stock and
1,007,752 warrants to purchase common stock at an exercise price
of $1.35 per share. The placement was done with a small group of
institutional investors that have all invested previously in
Altair Nanotechnologies.

According to Altair Chief Financial Officer Edward Dickinson,
Altair will use a part of the funds to prepay a portion of debt
under the company's financing agreement to Doral 18, LLC. As a
result of such payment, additional conversion rights will not
accrue to Doral until at least September 1, 2003.

"Beyond providing near-term working capital, the private
placement is an important accomplishment as it increased
shareholders' equity beyond the $5 million that is required to
maintain listing on the NASDAQ SmallCap Market system," said
Dickinson. "We believe that as a result of having a pro forma
shareholders' equity in excess of $5 million, Altair will
qualify for an additional extension of 90 days beyond June 2,
2003 to meet the $1 minimum bid price requirement of the NASDAQ
Small Cap Market."

Nanotechnology is rapidly emerging as a unique industry sector.
Altair Nanotechnologies is positioning itself through product
innovation within this emerging industry to become a leading
supplier of nanomaterial technology and nanomaterials worldwide.
Altair owns a proprietary technology for making nanocrystalline
materials of unique quality both economically and in large
quantities. The company is currently developing special
nanomaterials with potential applications in pharmaceuticals,
batteries, fuel cells, solar cells, advanced energy storage
devices, thermal spray coatings, catalysts, cosmetics, paints
and environmental remediation. For additional information on
Altair and its nanoparticle materials, visit
http://www.altairnano.com

Altair Nanotechnologies' March 31, 2003 balance sheet shows that
its total current liabilities outweighed its total current
assets by about $1.7 million.

                    Current and Expected  Liquidity

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

"At March 31, 2003, we had cash and cash equivalents of
$296,148, an amount that would be sufficient to fund our basic
operations through April 30, 2003.  Between April 1, 2003 and
the filing date of this report, we sold 1,396,898 common shares
and 698,449 warrants to purchase common shares for proceeds of
$472,103.  This additional cash will allow us to continue our
operations through June 30, 2003.  After that date, we will
require additional financing to provide working capital to fund
our day-to-day operations.  We will also  require  additional
financing to continue our development work on the titanium
processing technology and the Tennessee mineral property.

"In light of the decreasing price of, and limited market for,
our common shares, our ability to continue to fund our
operations primarily through sales of securities is limited,
although we expect to generate some funds through offerings of
our common stock and warrants to purchase our common stock, and
additional exercises of outstanding warrants, during the
remainder of 2003. We also expect to generate limited revenues
from the sales of nanoparticle products and fees generated from
development and testing services provided to potential licensors
of our titanium processing technology.  As of May 13, 2003, we
have no commitments to provide  additional financing for periods
after May 2003, to purchase titanium dioxide nanoparticles or to
license our titanium processing technology.

"We also expect to generate revenues through the licensing of
our titanium processing technology, specifically the
pharmaceutical application of the technology (i.e.
RenaZorb(TM)) and the application of our technology for
large-scale titanium pigment production.  With respect to large-
scale titanium pigment production, Altair has completed initial
testing for a materials company and has submitted a phase-two
proposal for the economic evaluation of a demonstration titanium
dioxide pigment plant that could be expanded to a full-scale
plant with production capabilities of between 10-20 metric tons
of titanium dioxide pigment per year. If the phase-two proposal
is accepted in some form,  Altair  would  expect  to  generate
limited revenues in 2003 (but not sufficient to cover monthly
operating  expenses) in exchange for the testing and development
work  associated with the evaluation of a  demonstration
titanium dioxide plant. A licensing agreement associated with a
full-scale plant would be expected to generate  significant
revenues in the long-term, but significant up-front revenues
from such an agreement are unlikely.

"With respect to RenaZorb(TM), testing of this product using
animals was initiated in late 2002 and completed in April 2003,
with test results indicating that RenaZorb(TM) has therapeutic
potential in animal testing.  We are in discussions with four
pharmaceutical companies who may be interested in doing
further testing and negotiating a license agreement. Altair is
uncertain what the terms of such license agreement would be,
but pharmaceutical license agreements often involve up front or
staged payments, in addition to royalties once the drug is
approved by the FDA and marketed. Based on our understanding of
terms of  license  agreements  under  similar  circumstances,
we  believe that up-front or early stage payments associated
with such a license agreement may be large enough to provide
liquidity for Altair  throughout  2003, and even permit
Altair to report one-time profitability during 2003. We can,
however, provide no assurance that we will enter into such a
license  agreement or that such license agreement would involve
any significant up-front payments.  If we are unable to enter
into a license agreement with respect to RenaZorb(TM) or another
product during the first six months of 2003 (or  otherwise
consummate one or more significant licensing, sale or  equity
transactions), we will be forced to significantly curtail our
operations and expenses, and our ability to continue as a going
concern will be uncertain."


AMERICAN AIRLINES: May Systemwide Traffic Exceeds Expectations
--------------------------------------------------------------
American Airlines reported better-than-expected systemwide
traffic for May with a system load factor of 73.7 percent, up
4.1 points from a year ago.  Systemwide traffic decreased 4.8
percent from May 2002, on a capacity decrease of 10.1 percent.
Domestic traffic was down 4.2 percent year over year for May on
a capacity decrease of 11.2 percent.  International traffic in
May was down 6.3 percent year over year on a capacity decrease
of 7 percent over May 2002.

American boarded 7.5 million passengers in May, down 7.6 percent
from May 2002.

Current AMR Corp. (NYSE: AMR) news releases can be accessed via
the Internet.  The address is http://www.amrcorp.com

As previously reported in Troubled Company Reporter, even with
previously announced Modified Labor Agreements, the savings from
Management Reductions and the Vendor Agreements, the Company
warns that it may nonetheless need to initiate a filing under
Chapter 11 of the U.S. Bankruptcy Code because its financial
condition will remain weak and its prospects uncertain.  Among
other things, the Company faces further risks from the continued
weakness of the U. S. economy; the residual effects of the war
in Iraq; the fear of another terrorist attack; the SARS (Severe
Acute Respiratory Syndrome) outbreak; the inability of the
Company to satisfy the liquidity requirements or other covenants
in certain of its credit arrangements; or the inability of the
Company to access the capital markets for additional financing.

American Airlines' 11.110% bonds due 2005 (AMR05USR30) are
trading at about 35 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMR05USR30
for real-time bond pricing.


AMERICAN FIN'L: Closes $175MM Sr. Conv. Notes Private Offering
--------------------------------------------------------------
American Financial Group, Inc. (NYSE: AFG) has closed the sale
of its previously announced offering of 30-year senior
convertible notes, resulting in gross proceeds to the Company of
approximately $175 million.  The notes are senior unsecured
notes, convertible, under certain conditions, into shares of AFG
common stock, at a conversion price of $32.30, with a yield to
maturity of 4%.  The Company has also granted the initial
purchasers a 13-day option to purchase an additional $25 million
of notes.

The Company will use approximately $100 million of the proceeds
of the offering to repay outstanding indebtedness under its
existing bank line of credit and intends to use the remainder to
provide capital to support its insurance operations and for
other corporate purposes.

American Financial Group is engaged primarily in property and
casualty insurance, focusing on specialized commercial products
for businesses, and in the sale of annuities, life and
supplemental health insurance products.

As previously reported, Standard & Poor's Ratings Services
affirmed its triple-'B' counterparty credit and senior debt,
triple-'B'-minus subordinated debt, and double-'B'-plus
preferred stock ratings on American Financial Group Inc.


AMERIPATH INC: Appoints David L. Redmond as EVP and CFO
-------------------------------------------------------
AmeriPath, Inc., a leading national provider of cancer
diagnostics, genomics, and related information services, has
appointed David L. Redmond to its executive management team as
Executive Vice President and Chief Financial Officer.

Mr. Redmond brings a breadth of experience including public
accounting and financial leadership with a variety of public and
private companies. Mr. Redmond, a certified public accountant,
spent approximately 16 years with KPMG Peat Marwick, and was a
partner for six of those years. As a partner with KPMG, Mr.
Redmond was active in the firm's technology and acquisition
advisory practices.

Prior to AmeriPath, he was the CFO for Accentia, a privately-
held specialty pharmacy and pharmacoeconomics company, and the
CFO for MedHost, a privately-held management information
software and services company for hospital emergency
departments, where he was instrumental in raising capital to
fund the company's growth and emergence into the marketplace.
Mr. Redmond was selected to be the Chief Financial Officer of
PharMerica, Inc. in 1998 and he directed the corporate
restructuring and, eventually the sale of the company to Bergen
Brunswig Corporation in 1999. From 1995 through 1997, he served
as Executive Vice President and Chief Financial Officer for
Pharmacy Corporation of America (PCA), a wholly owned subsidiary
of Beverly Enterprises, Inc. From 1991 to 1995, he was Senior
Vice President and Chief Financial Officer of Pharmacy
Management Services, Inc., a mail order pharmacy services
business which was acquired by Beverly through PCA in 1995. He
holds an accounting degree with honors from the University of
North Dakota. Mr. Redmond is active within the healthcare
marketplace and brings a strong performance record which is
recognized by analysts and members within the banking and
investment communities.

James C. New, the Company's Chairman and CEO, noted that: "We
are very excited that Dave has joined the AmeriPath team. He
brings with him a wealth of knowledge, experience and
expertise."

Gregory A. Marsh has been asked to take on a new role
coordinating strategic initiatives for the Company.

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

As reported in Troubled Company Reporter's March 3, 2003
edition, Standard & Poor's Ratings Services assigned a 'B+'
corporate credit rating to anatomic pathology services company
AmeriPath Inc.


ANKER COAL: Brings-In George R. Desko as Interim President & CEO
----------------------------------------------------------------
The Board of Directors of Anker Coal Group, Inc., announced that
George R. Desko will be joining the company on June 2, 2003 as
interim President and Chief Executive Officer and a member of
the board. Mr. Desko will be replacing Jim Beck, who has chosen
to accept another opportunity.

Desko will be responsible for insuring that the operations of
the company continue to run smoothly while it completes its
bankruptcy reorganization. Desko has over 40 years' experience,
touching all phases of the coal industry, as well as owner and
operator of Canterbury Coal from March 1989 to July 1998. Desko
also was a consultant to Anker from August 2001 to December
2002. His familiarity with Anker's operations will be key to
making a quick and smooth transition, and to insuring that a
high level of safety and care continues to be maintained
throughout the Company's operations.

Anker Coal Group, Inc. and its wholly owned subsidiaries is a
major supplier of coal to a number of electric utilities and
independent power plants. With operations primarily in West
Virginia and also facilities in Maryland and Pennsylvania, Anker
services the mid-Atlantic region.

As reported in Troubled Company Reporter's May 2, 2003 edition,
Anker Coal Group, Inc., and eighteen of its affiliates filed a
Plan of Reorganization and Disclosure Statement in the United
States Bankruptcy Court for the Northern District of West
Virginia. The Plan of Reorganization contemplates the continued
operation of all currently active mines, coal processing
facilities, and sales offices.

The Plan of Reorganization will convert a significant portion of
Anker's secured debt into equity in the reorganized companies
while providing a small cash distribution to pre-petition
unsecured creditors.

Anker anticipates that confirmation of the Plan of
Reorganization will enable it and its affiliates to emerge from
bankruptcy by the end of July, 2003 with a sound financial
structure, so that Anker can continue to service the needs of
its customers and remain a valuable employer in the areas in
which it operates.


ANTHONY CRANE: S&P Withdraws All Default-Level Ratings
------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on
Pittsburgh, Pa.-based Anthony Crane Rental LP and related
entities. The ratings on the company's $155 million 10.375%
senior notes due 2008 were lowered to 'D' when it failed to make
the February 2003 interest payment. The company is currently in
the process of exchanging these notes for new notes that will
not be registered.

The company's financial difficulties resulted from weak
operating conditions combined with a heavy debt burden. The
company's subpar operating performance is primarily attributable
to the soft U.S. economy and slowdown in non-residential
construction spending, which has reduced demand for Anthony
Crane's rental equipment.


APOGENT TECH.: Closes 6-1/2% Senior Sub. Notes Private Placement
----------------------------------------------------------------
Apogent Technologies Inc. (NYSE: AOT) has closed its previously
announced private placement of $250 million of 6-1/2% Senior
Subordinated Notes due 2013. Apogent's obligations are
guaranteed by certain of its U.S. subsidiaries. Apogent will use
the proceeds from the sale to pay for shares purchased in its
modified "Dutch Auction" tender offer, which expired at midnight
on May 21, 2003, for possible future repurchases of its common
stock in the open market or otherwise, and for general corporate
purposes.

The sale of the 6-1/2% Senior Subordinated Notes was not
registered under the Securities Act of 1933, as amended, or
applicable state securities laws. The 6-1/2% Senior Subordinated
Notes were offered only to qualified institutional buyers in
reliance on Rule 144A and to certain persons in offshore
transactions pursuant to Regulation S under the Securities Act.
Unless registered, the 6-1/2% Senior Subordinated Notes may not
be offered or 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 May 15, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB+'
subordinated debt rating to Apogent Technologies Inc.'s $250
million of senior subordinated notes due 2013. At the same time,
Standard & Poor's affirmed its 'BBB-' corporate credit and
senior ratings. The outlook is stable.

The investment-grade ratings on Apogent reflect the company's
leading position in several business segments, offset by a
sizable debt burden, currently $746 million.


ASPEN TECHNOLOGY: Enters into Pact for Balance Sheet Refinancing
----------------------------------------------------------------
Aspen Technology, Inc. (NASDAQ: AZPN), a leading provider of
software and services that improve profitability for process
manufacturers, has entered into an agreement to strengthen its
balance sheet.

Under the terms of the agreement, Advent International, a
leading global private equity firm, will invest $100 million in
cash to purchase a new issue of Series D convertible preferred
stock from AspenTech. The Company will use $30 million of the
cash proceeds and issue an additional $21 million of Series D
preferred shares to redeem its Series B preferred shares,
retiring the $60 million (of stated value) Series B preferred
stock in its entirety. AspenTech will use up to $60 million of
the remaining cash proceeds, net of fees and expenses, for
working capital and to repurchase a significant portion of its
convertible subordinated debentures, which matures in 2005, at
prices attractive to the company. The Series D financing is
subject to stockholder and regulatory approval, as well as other
closing conditions.

AspenTech believes this financing will address near-term
liquidity pressures and allow the Company to meet its
outstanding obligations, while building shareholder value.
Management and the Board of Directors believe this transaction
will: 1) remove customer concerns surrounding the financial
condition of AspenTech; 2) eliminate the Series B preferred
stock, thereby eliminating its restrictive provisions and the
potentially dilutive near-term issuances of common stock upon
redemption; 3) improve the Company's near-term cash flow; 4)
allow investors to analyze AspenTech's underlying equity value
more clearly; and 5) enable management to focus its full
attention on operational matters.

"In the two quarters since I became CEO, we have worked
diligently to refocus and streamline our operations and, in the
process, better match our spending with our revenues," observed
David McQuillin, President and Chief Executive Officer of
AspenTech. "We have substantially shrunk the GAAP loss and
succeeded in returning the company to profitability, excluding
restructuring and other charges, in each of the past two
quarters. The next logical step in restoring and building
shareholder value is to address the undeniable burden of our
existing financial obligations. I firmly believe that it is in
every stakeholder's interest to strengthen the balance sheet at
this time, and that this financing will have a positive impact
on long-term shareholder value."

The Series D shares will be convertible into common stock at a
price of $3.33 per share. In conjunction with the Series D
financing, AspenTech will issue to Series D holders warrants to
purchase approximately 7.3 million common shares at a price of
$3.33 per share. Series D holders will be entitled to receive
dividends on their preferred shares at a rate of 8 percent
annually. The Company has the flexibility to pay the dividends
in cash or common stock, when and as declared by AspenTech, or
to allow the dividends to accrue through redemption or
conversion. The holders of the Series D shares will have the
right to redeem for cash 50 percent of their Series D shares,
plus accrued dividends, beginning in 2009, with the remainder of
the issue becoming redeemable in 2010. The Company has the
ability to redeem the Series D shares beginning in 2006,
provided the Company's common stock has traded at a weighted-
average price of at least $7.60 (pre-split) for 45 consecutive
days. The Series D shares and new warrants will contain
weighted-average anti-dilution protection.

Advent International, which has made more than 80 information
technology investments in recent years, will have the right to
appoint up to four of the nine directors on AspenTech's Board.
Joining the Company's Board of Directors upon the closing of the
Series D financing will be Doug Kingsley, Managing Director and
Michael Pehl, Operating Partner of Advent International, and one
or two additional independent members to be designated.

In connection with the financing, AspenTech also announced it
will seek shareholder approval for a 1-for-3 share reverse stock
split, in order to align shares outstanding and the resultant
share price with traditional standards for companies of
comparable size. Assuming the reverse split is approved, Aspen
Technology will have approximately 27 million fully diluted
shares outstanding at the current market price upon completion
of the financing, including the conversion of the Series D
preferred and the exercise of the Series D warrants. In the
proxy statement relating to this transaction, shareholders will
also be asked to approve an increase in the size of the employee
stock option pool available for grant, to ensure that the
Company's incentive compensation programs remain competitive.

The Company expects to file its proxy statement in connection
with this financing with the Securities and Exchange Commission
by mid-June 2003. Assuming no S.E.C. review of the proxy
statement, AspenTech expects to hold a vote on the financing and
related items in August and to close the financing shortly
thereafter.

Aspen Technology, Inc. provides industry-leading software and
implementation services that enable process companies to
increase efficiency and profitability. AspenTech's engineering
product line is used to design and improve plants and processes,
maximizing returns throughout an asset's operating life. Its
manufacturing/supply chain product line allows companies to
increase margins in their plants and supply chains, by managing
customer demand, optimizing production, and streamlining the
delivery of finished products. These two offerings are combined
to create solutions for Enterprise Operations Management (EOM),
integrated enterprise-wide systems that provide process
manufacturers with the capability to dramatically improve their
operating performance. Over 1,500 leading companies already rely
on AspenTech's software, including Aventis, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, Fluor, Foster
Wheeler, GlaxoSmithKline, Shell, and TotalFinaElf. For more
information, visit http://www.aspentech.com

Advent International is one of the world's largest private
equity firms, with $6 billion in cumulative capital raised and
14 offices in 13 countries. The firm has over 90 investment
professionals operating in North America, Europe, Latin America
and Asia. Since its founding in 1984, Advent has financed over
500 companies and has helped businesses raise $10 billion
through public equity and debt offerings. These include 128 IPOs
on 20 stock exchanges worldwide. Advent is committed to helping
management teams build successful businesses by applying its
industry expertise, international resources and local market
knowledge. For more information, visit
http://www.adventinternational.com

                           *    *    *

As reported in Troubled Company Reporter's October 15, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Aspen Technology Inc., to single-'B' from single-'B'-plus.

At the same time, the rating on Aspen's subordinated debt was
also lowered, to triple-'C'-plus from single-'B'-minus.


AT&T CANADA: Georgeson Shareholders Aids in Solicitation Process
----------------------------------------------------------------
As part of a massive restructuring which concluded in April,
2003, AT&T Canada was required by the Ontario Superior Court and
pursuant to the CCAA to seek formal approval from a multitude of
Affected Creditors for their Plan of Reorganization. Georgeson
Shareholder was retained by AT&T Canada to help them identify
those Affected Creditors, in particular public noteholders, and
gather the necessary approval in time for the meeting.

The transaction proved to be more complex than most given the
short solicitation time frame, the large number of debt holders
and a two part vote requirement to approve AT&T Canada's Plan.
(The Plan required approval by a majority in number of the
Affected Creditors and at least 66-2/3 in value of the voting
Claims represented at the meeting.) In just under four weeks, GS
identified the public noteholders, distributed Plan and
information circulars and provided inbound and outbound
telephone support to properly communicate the deal to investors.

One of the most difficult and crucial aspects of any debt holder
solicitation starts at the beginning - identifying the owners.
Unlike equity issues, which have greater ownership visibility,
identifying debt holders often requires getting behind layers of
custodial banks and reaching the proper owner to solicit.
Preliminary indications on the AT&T Canada restructuring
suggested only 1,300 noteholders were involved. However, through
the use of substantial international contacts and proprietary
data, comprising both institutional and retail holders, GS
uncovered and identified nearly 12,000 noteholders at the
conclusion of the solicitation period. This success was a key
factor in ultimately obtaining approval.

Many reorganizations are often delayed or even fail because the
proper resources are never utilized to execute this part of the
transaction. Edward Sellers, partner with Osler, Hoskin &
Harcourt LLP commented, "So much time and effort is put into
developing and negotiating a restructuring Plan that people can
lose sight of the voting process. This can be a costly mistake
jeopardizing the likelihood of success."

Upon proper identification, GS orchestrated a focused and timely
solicitation to obtain the required vote. In addition to a
comprehensive outbound information campaign to U.S. and Canadian
institutional owners, GS provided assistance on the most minute
details, such as follow-up and correction of defective ballots.
"The guidance and execution GS provided gave us great confidence
and contributed to the approval of our restructuring," said
David Lazzarato, Chief Financial Officer of AT&T Canada.

For more information on Georgeson Shareholder and our
restructuring and bankruptcy services, visit the firm's Web site
http://www.georgesonshareholder.com/


BAYOU STEEL: Has Exclusive Right to File Plan through October 1
---------------------------------------------------------------
Bayou Steel Corporation (AMEX: BYX) announced that on May 27,
2003, the U.S. Bankruptcy Court for the Northern District of
Texas approved the company's request for an extension of the
exclusive periods during which only Bayou may file a plan of
reorganization and solicit acceptances for that plan. These
exclusivity periods, which had been scheduled to expire on
May 21, 2003 and July 20, 2003, have now been extended to
October 1, 2003 and January 15, 2004, respectively. Bayou's
request to extend the exclusive periods was endorsed by
representatives of Bayou's major creditor constituencies.

Jerry Pitts, Bayou's president and chief operating officer,
said: "We are pleased that there were no objections to the
exclusivity extension request and that the court has granted
this extension. Bayou's dedicated management and employee team
remains committed to emerging from bankruptcy as a viable
company that continues to provide quality steel products and
services to our valued customers."

Bayou has continued to work over the last several months to
implement improvements to its business. Sales, customer service,
and operational efficiency initiatives have been and are being
implemented. Through these efforts and the continued support of
its dedicated suppliers and loyal customers, Bayou hopes to
reach positive cash flow imminently and return to profitability
in the near future. Although Bayou will also seek investor
capital, Bayou remains committed to restructuring its business
operations and emerging as a stronger company from chapter 11 by
year end.

Bayou Steel Corporation filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Northern District of Texas on January
22, 2003. The filing allows Bayou Steel to resolve short-term
liquidity issues while enabling the company to reorganize on a
sound financial basis to support its continuing businesses.

Bayou Steel Corporation manufacturers light structural and
merchant bar products in LaPlace, Louisiana and Harriman,
Tennessee. The Company also operates three stocking locations
along the inland waterway system near Pittsburgh, Chicago, and
Tulsa.


BETA BRANDS: Liquidation or Dissolution Likely after Foreclosure
----------------------------------------------------------------
On May 2, 2003, Beta Brands International announced that its
senior lenders foreclosed on the assets of the Company due to
payment defaults under its senior secured indebtedness. The
senior secured lenders obtained an order of the Ontario Superior
Court of Justice implementing the foreclosure. Under the terms
of the foreclosure order granted by the Ontario Superior Court
of Justice, Beta Brands Incorporated has been left with no
assets and has ceased to carry on business. The board of
directors is considering the appropriate next steps for Beta
Brands Incorporated to take, which may include a voluntary
liquidation and dissolution.

The Company consented to abridge the notice period for the
foreclosure. The board of directors of the Company gave
extensive consideration to various restructuring alternatives,
but concluded that consenting to abridge the notice period for
the foreclosure, as requested by the senior secured lenders,
was the best available alternative to preserve the confectionery
and bakery operations as on-going businesses, to preserve value
for the secured creditors of the Company and to be in the best
interests of the trade creditors and employees of the Company's
subsidiaries. In reaching its decision to consent to an
abridgement of the notice period for the foreclosure, the board
of directors also considered a report prepared by a national
accounting firm which indicated that, had a liquidation of the
Company's operating subsidiaries occurred, there would have been
a very substantial shortfall to the Company's senior secured
lenders and no value to any other stakeholders.

As reported in September 2002, the Company formed a special
committee of the Board of Directors to address the Company's
short and long-term financing requirements. For some time the
Company has had to seek extensions from its senior secured
lenders for the principal and interest repayments on the
Company's senior secured debt as the Company had not been
generating sufficient cash flow to enable it to repay these
obligations on their originally scheduled maturity dates. The
last extension expired on April 30, 2003. Following this expiry
the senior lenders gave notice to the Company demanding
repayment of the senior debt and enclosed a notice of intention
to enforce their security. The senior secured lenders obtained
an order of the Ontario Superior Court of Justice implementing
the foreclosure.

Under the foreclosure order, the senior secured lenders have
accepted common shares and subordinated indebtedness of the
Company's operating subsidiaries in satisfaction of the senior
secured indebtedness of the Company. The Company's operating
subsidiaries, Beta Brands Limited and Beta Brands U.S.A., Ltd.,
have continued as going concerns and continue to operate as they
have in the past, but under new ownership. Beta Brands Limited,
a private company is now owned directly by the senior lenders.
Beta Brands U.S.A., Ltd. is now a wholly owned subsidiary of
Beta Brands Limited. Trade creditors, customers and employees of
the former operating subsidiaries, Beta Brands Limited and Beta
Brands U.S.A., Ltd. have not been affected by the foreclosure.

              MANAGEMENT'S DISCUSSION & ANALYSIS

The subordination of the indebtedness owing to the senior
lenders has enabled the former operating subsidiaries, Beta
Brands Limited and Beta Brands U.S.A., Ltd. to obtain new
financing in the form of a revolving credit facility to finance
their working capital requirements.

On May 13, 2003 the Company announced that it has been notified
that the TSX Venture Exchange has suspended trading in the
Company's securities as a result of a failure to maintain
exchange listing requirements. The failure to maintain exchange
listing requirements is the result of the foreclosure on the
assets of the Company described above.

               LIQUIDITY AND CAPITAL RESOURCES

As a result of the foreclosure described above, Beta Brands
Incorporated has no assets, no liabilities and a deficit of
approximately $25.4 million equal to its share capital. The
board of directors is considering the appropriate next steps for
Beta Brands Incorporated to take, which may include a voluntary
liquidation and dissolution.

Credit Facilities

Subsequent to the end of Fiscal 2002, the Company's senior
lenders foreclosed on the assets of Beta Brands Incorporated due
to payment defaults under its senior secured indebtedness. Under
the terms of the foreclosure order granted by the Ontario
Superior Court of Justice, Beta Brands Incorporated has been
left with no assets and has ceased to carry on business.

Beta Brands' Dec. 31, 2002, balance sheet disclosed a total
shareholders' equity deficit of about $25 million while working
capital deficit tops $53 million.


BLUEBOOK INT'L: March 31 Balance Sheet Upside-Down by $1.5 Mill.
----------------------------------------------------------------
The principal business of Bluebook International Holdings has
been developing and selling The Bluebook and B.E.S.T. The
Bluebook is a book in the form of both a desk and pocket size
book containing the information of the average unit costs
attendant to the cleaning, reconstruction and repair industries.
B.E.S.T. is a software format of The Bluebook which allows
subscribers the option to retrieve The Bluebook data and
calculate the cost to clean, reconstruct or repair, then file
claims electronically. Currently the Company is developing
B.E.S.T. Net(TM) and B.E.S.T. Central(TM), web-based cost
estimation and claims management software.

The Company has a net loss from operations of $542,355, a
negative cash flow from operations of $855,025 and has a working
capital deficiency of $355,340 and net stockholders' deficiency
of $1,533,896 as of March 31, 2003. These factors raise
substantial doubt about the Company's ability to continue as a
going concern. Without realization of additional capital, it
would be unlikely for the Company to continue as a going
concern.

The Company has incurred negative cash flow from operations in
recent years. As of March 31, 2003 the Company had cash of
$436,919 and an accumulated deficit of $2,133,506. Its 2003
negative operating cash flows were funded primarily through
operations and cash existing at December 31, 2002. The Company
believes it has sufficient cash to fund its operations through
the third quarter of 2003, excluding any costs associated with
outside vendors to complete the development of B.E.S.T.Net and
B.E.S.T.Central, which is expected to be completed by the end of
the second quarter of 2003. The Company intends to seek
additional capital in the next six months through additional
private placements or sale of various products. If it is not
successful in raising additional capital, it can reduce
operating expenses through headcount reductions in
restructurings. The Company does not expect any significant
impact on its products and sales from such restructurings;
however, they would adversely affect development of new
products.

Net revenues for the three months ended March 31, 2003 decreased
60% to $116,638 compared with net revenues of $288,504 for the
three months ended March 31, 2002. This decrease in revenues was
primarily due to the April release of the 2003 Bluebook and the
Company's inability to recognize sales during that time period,
and the modification of marketing materials, packaging and
infrastructure that was necessary to support its newly released
B.E.S.T.7 product. The Company expects to recognize revenues of
book sales over the next quarter and expects sales to increase
as it executes its marketing plan of The Bluebook handbook and
B.E.S.T. software products.

Selling, general and administrative expenses increased 120% to
$597,228 for the three months ended March 31, 2003 compared to
$270,892 for the three months ended March 31, 2002. This
increase is due primarily to increased costs associated with new
hires and higher consultant fees, legal and accounting fees and
other professional expenses associated with the development and
marketing of new software, preparation of business plan,
litigation and reporting obligations. In addition, as sales and
marketing efforts are expanded on securing long-term customer
contracts, the Company expects selling, general and
administrative expenses to increase in the near future.

Depreciation and amortization for the three months ended March
31, 2003 increased 102% to $61,765 compared to $30,624 for the
three months ended March 31, 2002. This increase was primarily
due to first quarter 2003 amortization of additional assets and
software that were acquired in 2002 and first quarter of 2003.
Depreciation and amortization is expected to increase over the
next quarter as the result of amortization of B.E.S.T.Net and
B.E.S.T. Central, which the Company anticipates will be
completed and ready for sale by the end of the second quarter of
2003.

For the three months ended March 31, 2003, Bluebook
International had a net loss of $542,355, compared with a net
loss of $13,012 for the three months ended March 31, 2002. The
net loss for the three months ended March 31, 2003 is primarily
attributable to decreased sales and increased selling, general
and administrative expenses, depreciation and amortization.

Bluebook International has incurred negative cash flow from
operations in recent years. As of March 31, 2003, it had cash of
$436,919 and an accumulated deficit of $2,133,506. Its negative
cash flows from operations have been funded primarily through
sale of equity securities. In addition to its currently
available cash and cash expected to be generated from future
operations, the Company will also need cash from one or more
additional sources to fund its operations through March 31,
2004. Other additional sources include but are not limited to
the following: (1) licensing of technology (2) sale of various
software or marketing rights; and (3) sale of equity and/or debt
securities. If unable to obtain sufficient funds from
these additional sources, Bluebook International may be required
to reduce and curtail its operations.


CALPINE CORP: Says S&P's B Rating Has Less Impact on Operations
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced its operations will not be materially
impacted by Monday's change of Standard & Poor's rating on
Calpine's corporate credit to B from BB. The ratings on the
company's senior unsecured debt, convertible preferred
securities, secured corporate revolver and secured term loan
were also lowered.  The S&P downgrade does not trigger any
defaults under the company's credit agreements, and the company
continues to conduct its business with its usual creditworthy
counterparties.

"We are committed and on target to completing Calpine's
previously announced $2.3 billion liquidity program.  Proceeds
from this program will be used to complete our current
construction plan and will allow Calpine to begin reducing debt
levels later this year," stated Bob Kelly, Chief Financial
Officer for Calpine.  "Calpine, while disappointed with S&P's
downgrade, remains focused on enhancing our financial strength
and leadership position in the North American power industry."

"Calpine's 20,000-megawatt operating portfolio is the largest,
cleanest and most efficient fleet of electric generating
facilities in North America. The strength of our operating
assets and contractual portfolio, and increasing spark spreads
in certain energy markets continue to provide significant cash
flow and value for Calpine."

Calpine Corporation is a leading North American power company
dedicated to providing wholesale and industrial customers with
clean, efficient, natural gas-fired and geothermal power
generation and a full range of energy products and services.
The company generates power at plants it owns or leases in 22
states in the United States, three provinces in Canada and in
the United Kingdom.  Calpine is also the world's largest
producer of renewable geothermal energy, and it owns
approximately one trillion cubic feet equivalent of proved
natural gas reserves in Canada and the United States.  The
company was founded in 1984 and is publicly traded on the New
York Stock Exchange under the symbol CPN.  For more information
about Calpine, visit http://www.calpine.com

Calpine Corporation's 10.500% bonds due 2006 (CPN06USR2) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for
real-time bond pricing.


CAR RENTAL: Defaults on Ford Forbearance Agreement & Release
------------------------------------------------------------
MAII Holdings, Inc.'s (PK:MAII) subsidiary Car Rental Direct,
Inc. (PK:CRDH) has defaulted on its Forbearance Agreement and
Release with Ford Motor Credit Company.

Since the default, CRD has attempted to restructure the
Agreement and Release, and has also attempted to replace the
Ford line of credit. However, CRD has not been able to reach
agreement with Ford on either a restructuring or a take-out.
Ford has now received a court order for seizure of the vehicles
underlying Ford's security interest under the line of credit and
has begun seizing such vehicles. Without these vehicles, CRD
will be unable to operate its business.

CRD is reviewing its alternatives, including filing of a
bankruptcy petition.


CARCORP USA: Fails to Obtain New Funds to Continue Operations
-------------------------------------------------------------
Carcorp USA Corporation lost the only funding source for it's
vehicle leasing activities, was unable to obtain any other
funding sources, and Citi confiscated all leased vehicles
returned to and/or repossessed by the Company. As a result of
the foregoing factors, the Company discontinued its vehicle
leasing activities as of December 31, 2002. The Company has
plans to sell the net assets and liabilities related to the
vehicle leasing activities to its Chief Executive Officer and
majority stockholder in exchange for shares of common stock in
the Company which he owns. The terms of this sale have not been
finalized however, no gain or loss will be recognized upon the
completion of this sale. The Company believes it will finalize
the sale with its Chief Executive Officer and majority
stockholder by the end of the second quarter of 2003.

The Company incurred a net loss of approximately $738,000 for
the three months ended March 31, 2003. The Company's liabilities
exceed its assets by approximately $6,950,000 as of March 31,
2003. The loss of the Company's vehicle leasing operations
leaves Carcorp with no other source of operating revenues. These
factors create substantial doubt about the Company's ability to
continue as a going concern. The Company's management plans to
continue as a going concern revolves around its ability to
complete a Share Exchange Agreement with Elite, as well as fund
its operations with short term with a combination of debt and
equity financing.

The Company is located in Deerfield Beach, Florida and was a
full service financing company. It was founded by its Chief
Executive Officer, Michael DeMeo. Carcorp specialized in the
financing of automobiles, exotic automobiles, limousines, buses
and trucks for commercial and consumer accounts on a national
basis. It provided all leases on a full-payout basis. During its
time in business, it developed a nationwide network of dealers
and brokers that provide an ever-growing volume of lease
financing activity. The market sector that it served was a B+ to
C+ quality borrower. This segment has provided a rate range of
approximately 15% to 20% with limited downside exposure to
Carcorp, do to its high credit standards and successful
collection practices, which are backed up by well-managed and
highly integrated Asset Recovery and Redistribution System.

As a result of the discontinued operations of its vehicle
leasing activities, Carcorp's only activity as of December 31,
2002 was maintaining corporate affairs.  Following the actions
of Citicapital in denying further funding, Carcorp aggressively
sought to commence an acquisition or merger with a private
entity. On February 4, 2003, it entered into a Share Exchange
Agreement with Elite Flight Solutions, Inc., whereby Carcorp
will issue 27,607,500 shares of its common stock in exchange for
all the issued and outstanding shares of Elite. Elite is a
provider of public air transportation and air jet charter
services. This transaction is expected to close before the end
of the 2nd quarter of 2003. However, there can be no assurance
that the conditions that must be fulfilled prior to closing this
transaction will occur in a timely manner, or at all.

Stock based compensation and expenses for the three months ended
March 31, 2003 increased by $162,000 from $0 for the three
months ended March 31, 2002 to $162,000 for the three months
ended March 31, 2003. The increase is due to the issuance of
1,800,000 shares of common stock issued in the 1st quarter of
2003 to pay a consultant. The shares were valued based on the
market value of Carcorp stock at the date the shares were
issued.

General and administrative expenses for the three months ended
March 31, 2003 increased by $6,868, or 30.7%, from $22,336 for
the three months ended March 31, 2002 to $29,204 for the three
months ended March 31, 2003. These expenses represent costs
associated with operating the holding company. There were more
professional fees incurred in the first quarter of 2003 as
compared to the first quarter of 2002.

Revenues from discontinued operations for the three months ended
March 31, 2003 increased by $23,963, or 1.7%, from $1,418,319
for the three months ended March 31, 2002 to $1,442,282 for the
three months ended March 31, 2003. There has not been a
significant change in the revenue for the three months ended
March 31, 2003 as compared to the three months ended March 31,
2002.

Expenses from discontinued operations for the three months ended
March 31, 2003 increased by $872,241, or 78.1%, from $1,117,308
for the three months ended March 31, 2002 to $1,989,549 for the
three months ended March 31, 2003. The increase is due to an
increase in the allowance for credit losses and the write down
of the vehicles available.

From inception the Company has financed its working capital
needs principally from a note payable to its founder and Chief
Executive Officer. It also obtained notes payable from
Citicapital (formerly European American Bank) to purchase
vehicles that it could lease to its customers.

Carcorp USA Corporation currently has no cash and no prospects
to generate cash from its discontinued operations. It will have
to raise capital through the sale of equity or debt to outside
third parties, continue to be funded by its Chief Executive
Officer or merge with or acquire a private entity that generates
positive cash flows from operations to remain in existence.


CARR PHARMACEUTICALS: Bringing-In Fox Rothschild as Attorneys
-------------------------------------------------------------
Carr Pharmaceuticals, Inc., wants to engage the legal services
of Fox Rothschild LLP as its bankruptcy counsel.  The Debtor
tells the U.S. Bankruptcy Court for the District of New Jersey
that Fox Rothschild has extensive experience and knowledge in
the field of Debtor's and creditors' rights and that employing
Fox Rothschild is in the best interest of the Debtor, its
estates and its creditors.

Additionally, Fox Rothschild's prepetition relationship with the
Debtor has afforded it an intimate knowledge of the Debtor's
affairs.  Fox Rothschild was engaged as counsel for the Debtor
in early May of this year with respect to matters related to
consultation regarding the filing of the Petition in Bankruptcy,
the preparation of all pleadings, schedules and statements to be
filed, and the general representation of the Debtor within these
proceedings.

In this retention, Fox Rothschild will continue to:

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

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

     c) prepare, present and respond to, on behalf of the
        Debtor, necessary Applications, Applications, answers,
        orders, reports and other legal papers in connection
        with the administration of its estate;

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

     e) attend meetings and negotiations with representatives of
        creditors and other parties in interest and advising and
        consulting on the conduct of the case;

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

     g) perform any other legal services for the Debtor, in
        connection with this chapter 11 case, except those
        requiring specialized expertise which Fox Rothschild is
        not qualified to render and for which special counsel
        will be retained.

Moreover, Fox Rothschild will consult with the Debtor's
management and financial advisors in connection with:

     i) any actual or potential transaction involving the
        Debtor, and

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

Michael G. Menkowitz, Esq., a partner at Fox Rothschild, assures
the Court that the firm is a "disinterested person" as that
phrase is defined in the Bankruptcy Code.  Mr. Menkowitz says
that Fox Rothschild will bill the Debtor at its current and
customary hourly rates, which range from:

     Partners, Counsel and Associates  $150 - $500 per hour
     Paralegals, Legal Assistants
       and Paraprofessionals           $ 70 - $155 per hour

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.


CINEMARK PROPERTIES: Exchanging Up to $150M of 9% Sr. Sub. Notes
----------------------------------------------------------------
Cinemark Properties, Inc. is offering to exchange up to $150
million aggregate principal amount of new 9% Senior Subordinated
Notes Due 2013, or exchange notes, which have been registered
under the Securities Act of 1933, as amended, for an equal
principal amount of its outstanding 9% Senior Subordinated Notes
Due 2013, or initial notes, issued in a private offering on
February 11, 2003.

-- The Company will exchange all initial notes that are validly
   tendered and not validly withdrawn prior to the closing of
   the exchange offer for an equal principal amount of exchange
   notes that have been registered.

-- Noteholders may withdraw tenders of initial notes at any time
   prior to the expiration of the exchange offer.

-- The terms of the exchange notes to be issued are identical in
   all material respects to the initial notes, except for
   transfer restrictions and registration rights that do not
   apply to the exchange notes, and different administrative
   terms.

-- The exchange notes, together with any initial notes not
   exchanged in the exchange offer, will constitute a single
   class of debt securities under the indenture.

-- The exchange of notes will not be a taxable exchange for
   United States federal income tax purposes.

-- The Company will not receive any proceeds from the exchange
   offer.

-- No public market exists for the initial notes and the Company
   does not intend to list the exchange notes on any securities
   exchange and, therefore, no active public market is
   anticipated.

As reported in Troubled Company Reporter's May 7, 2003 edition,
Moody's Investors confirmed the ratings for Cinemark USA, Inc.
and assigned a B3 rating to the company's $210 million follow-on
offering of 9% senior subordinated notes.

                    Affected Ratings

  * $75 million Gtd Senior Secured Revolver due 2007 - Ba3

  * $125 million Gtd Senior Secured Term Loan due 2008 - Ba3

  * $360 ($150 originally plus $210 follow-on) million of 9% Gtd
    Senior Subordinated Notes due 2013 - B3

  * $200 million of 9-5/8% Gtd Senior Subordinated Notes due
    2008 - B3 (a portion of which will be redeemed)

  * $75 million of 9-5/8% Gtd Sr Sub Notes due 2008 - B3 (a
    portion of which will be redeemed)

  * Senior Implied Rating - B1

  * Senior Unsecured Issuer Rating - B2

Outlook is stable.

Cinemark USA, Inc., headquartered in Plano, Texas, is one of the
largest motion picture exhibitors in North America.


CONE MILLS CORP: S&P Affirms Junk L-T Credit and Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' long-term
corporate credit and senior secured debt ratings on textiles
manufacturer Cone Mills Corp. The ratings were removed from
CreditWatch, where they were placed on Jan. 24, 2003. The
outlook is negative.

Greensboro, N.C.-based Cone Mills had about $149 million in debt
outstanding at March 30, 2003.

The ratings affirmation reflects Cone Mills' announcement that
it has amended agreements with its lenders to extend its
existing credit facility and senior note obligations through
March 15, 2004, and that it has indefinitely postponed its
previously announced exchange offer for its existing $100
million notes due March 15, 2005. The amended credit facility
consists of a $31 million revolving credit facility and a $25
million senior note that will start amortizing in July 2003.

As part of the amendment, Cone settled the Equity Appreciation
Rights, which were contingent rights previously granted to the
lenders, for $4.1 million.

"Cone Mills' operating performance and credit measures in recent
years have been hurt by the troublesome operating environment
for U.S.-based textile companies and a difficult retail market
for its customers, primarily apparel manufacturers and
particularly Levi Strauss & Co. and VF Corp.," said Standard &
Poor's credit analyst Susan Ding. As a result, the company's
volumes and operating margins declined across all operating
segments. Denim pricing and volume remain pressured. Management
has taken positive steps to divest non-core, unprofitable
operations--closing its Raytex finishing plant, selling the John
Wolf decorative fabrics operations, and exiting the khaki
business.


CONTINENTAL AIRLINES: S&P Affirms & Removes B Rating from Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings of
Continental Airlines Inc. (B/Negative/--) and removed them from
CreditWatch, where they were placed with negative implications
March 18, 2003. The ratings were lowered to current levels on
March 28.

"The ratings are based on Continental's heavy debt and lease
burden and relatively limited financial flexibility, which
outweigh better-than-average operating performance and a modern
aircraft fleet," said Standard & Poor's credit analyst Philip
Baggaley. "Still, narrowing losses in a gradually improving
airline environment should allow the airline to stabilize credit
quality," the credit analyst continued.

Houston, Texas-based Continental, the fifth-largest U.S.
airline, serves markets mainly in the southern and eastern U.S.
from hubs at Houston; Newark, N.J.; and Cleveland, Ohio.
International routes serve the central Pacific, Japan, Mexico,
Latin America, and Europe. Continental has about $13 billion of
rated debt.

Continental carries a heavy burden of debt and leases, the
result of an extensive fleet modernization in the late 1990s and
recent losses. Debt and leases, net of cash, as a percentage of
revenues is about 166%, highest among the large U.S. airlines.
The airline's losses during the past two years have been the
narrowest among large hub-and-spoke carriers, reflecting
efficient operations and good labor productivity.

Continental recorded a $310 million pretax loss (including $65
million of aircraft writedowns) in the first quarter of 2003,
and suggested that its previously expected results were
depressed by about $140 million due to the war and high fuel
prices. Management projects a further $100 million war effect in
the second quarter, though it anticipates reaching about cash
breakeven during that period. The company has undertaken further
efficiency initiatives, but is not approaching its labor unions
asking for cost concessions, as have peer airlines. This
decision is based on Continental's already efficient operations,
good labor relations, and the difficult of securing such
concessions unless an airline is at the edge of bankruptcy. The
pilots' contract is already open for negotiation, and the
company is seeking to offset any higher wages with productivity
gains.

The relative weak point in Continental's credit profile remains
liquidity, with $1.12 billion of unrestricted cash at March 31,
003 ($144 million of which was held by regional affiliate
ExpressJet Holdings and is not available for general corporate
purposes). Continental has no general bank line and no unsecured
aircraft. Current maturities of on-balance-sheet debt and
capitalized leases total $468 million in 2003, and debt
maturities remain heavy over the following four years.
Underfunded post-retirement liabilities are more modest than at
other large U.S. airlines, reflecting less generous benefit
programs, with minimum pension contributions of $89 million in
2003, but at least $240 million in 2004.


CONTINENTAL AIRLINES: S&P Rates $50MM Special Revenue Bonds at B
----------------------------------------------------------------
Standard & Poor's Ratings  Services assigned its 'B' rating to
Continental Airlines Inc.'s $50 million New Jersey Economic
Development Authority special facility revenue bonds, series
2003. Terms of the bonds have yet to be finalized, but the
maturity is anticipated to be June 1, 2033. Ratings on
Continental were affirmed earlier on June 2, 2003, and removed
from CreditWatch, where they were placed with negative
implications March 18, 2003.

"The New Jersey Development Authority bonds, which finance costs
incurred by Continental Airlines in completing its new terminal
at Newark Airport, are rated the same as the airline's corporate
credit rating," said Standard & Poor's credit analyst Philip
Baggaley. "The bonds are being issued under the same indenture
as the Authority's 1999 bonds (which are also rated 'B'), and
are secured by a mortgage on Continental's leasehold interest in
a Newark terminal," the credit analyst continued.

In Standard & Poor's recent review of Continental's airport
revenue bonds, those issues secured by a lease between the
airline and the municipal authority issuing airport revenue
bonds were typically rated at a level equivalent to the
airline's corporate credit rating, while those without such a
security package were lowered one or two notches. In any
Continental bankruptcy, while an interruption of payments and
less than full eventual recovery are possible, the security
package available to bondholders should put them in a materially
better position than that of unsecured creditors.

The ratings on Continental are based on its heavy debt and lease
burden and relatively limited financial flexibility, which
outweigh better-than-average operating performance and a modern
aircraft fleet. Still, narrowing losses in a gradually improving
airline environment should allow the airline to stabilize credit
quality. Houston, Texas-based Continental, the fifth-largest
U.S. airline, serves markets mainly in the southern and eastern
U.S. from hubs at Houston; Newark, N.J.; and Cleveland, Ohio.
International routes serve the central Pacific, Japan, Mexico,
Latin America, and Europe.

The outlook on Continental's long-term corporate credit rating
is negative. Losses are expected to narrow and operating cash
flow should turn modestly positive in the second and third
quarters of 2003, but Continental remains vulnerable to any
renewed deterioration in the airline industry revenue
environment.


CONTINENTAL AIRLINES: S&P Hatchets Airport Revenue Bond Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
selected airport revenue bonds of Continental Airlines Inc.,
following a review of protections available to bondholders.

Those and other ratings of Continental Airlines remain on
CreditWatch with negative implications, where they were placed
March 16, 2003. Continental has about $13 billion of rated debt.

"The downgraded Continental airport revenue bonds were judged to
be in many respects equivalent to unsecured debt, though in most
cases recovery prospects are enhanced by re-letting provisions
that would direct payments from a replacement tenant to
bondholders," said Standard & Poor's credit analyst Philip
Baggaley. "In the case of the bonds with re-letting provisions,
which were issued to finance various projects at Houston and
Cleveland airports, the rating was lowered one notch to 'B-',
which is above Continental's senior unsecured rating of 'CCC+',"
the analyst continued. A Los Angeles airport revenue bond,
though secured by the lease with Continental, could potentially
be transferred to United Air Lines Inc. (D/--/--), and was also
downgraded to 'B-'.

The corporate credit rating and other ratings of Continental
were lowered on March 28, 2003, reflecting financial damage from
the Iraq war, and remain on CreditWatch with negative
implications. Standard & Poor's anticipates resolving that
CreditWatch review in the near future.


CONTINENTAL AIRLINES: Posts 76% Mainline Jet Load Factor for May
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a May 2003 systemwide
mainline jet load factor of 75.9 percent, 2.4 points above last
year's May load factor.  Continental reported a record May
domestic mainline jet load factor of 77.3 percent and an
international mainline jet load factor of 73.6 percent for May
2003.

The airline reported excellent operational performance in May,
breaking nine of 12 operational records for the month of May.
During the month, Continental recorded an on-time arrival rate
of 86.7 percent and a systemwide completion factor of 99.9
percent for its mainline jet operations, operating 13 days
without a single flight cancellation.

In May 2003, Continental flew 4.8 billion mainline jet revenue
passenger miles and 6.4 billion mainline jet available seat
miles systemwide, resulting in a traffic decrease of 6.3 percent
and a capacity decrease of 9.2 percent as compared to May 2002.
Domestic mainline jet traffic was 3.0 billion RPMs in May 2003,
down 3.1 percent from May 2002, and May 2003 domestic mainline
jet capacity was 3.9 billion ASMs, down 5.7 percent from May
2002.

Systemwide May 2003 mainline jet passenger revenue per available
seat mile is estimated to have increased between one and three
percent compared to May 2002.  For April 2003, RASM decreased
1.1 percent as compared to April 2002.

ExpressJet Airlines, a subsidiary of Continental Airlines doing
business as Continental Express, separately reported an all-time
record load factor of 70 percent in May 2003, 4.3 points above
last year's May load factor. ExpressJet flew 486.4 million RPMs
and 695.2 million ASMs in May 2003, resulting in a traffic
increase of 41.4 percent and a capacity increase of 32.7 percent
versus May 2002.

Continental Airlines' 8.321% certificates due 2005 (CAL05USR4)
are trading at about 70 cents-on-the-dollar, says DebtTraders.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR4
for real-time bond pricing.


COOPERATIVE COMPUTING: S&P Rates Planned $175MM Sr. Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
the proposed new $175 million senior unsecured notes issue of
Cooperative Computing Inc., issued under Rule 144a with
registration rights. Proceeds from the sale of the new notes are
expected to be used to tender for the existing $100 million
senior subordinated notes, pay off remaining senior bank debt,
and buy out certain equity holders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit, 'BB-' senior secured bank loan, and 'B-' subordinated
debt ratings on the Austin, Texas-based company. CCI will have
$175 million of debt outstanding following the issuance of the
notes and the tendering of the existing notes and repayment of
existing senior bank debt. The outlook is stable.

CCI's software applications and information products are used by
wholesale distributors and retailers in the auto-parts
aftermarket, hardlines, lumber, and other industries. CCI's
proprietary electronic auto-parts catalog is widely used
throughout the parts aftermarket supply and distribution chain.
Similar recurring revenues are derived from the hardlines and
lumber segments, from which CCI generates approximately 50% of
its revenues.

"CCI is beginning to extend its reach beyond its traditional
focus on the auto-parts and hardlines segments, where we believe
that growth prospects are limited," said Standard & Poor's
credit analyst Joshua Davis. The current fairly narrow focus
makes CCI dependent on the health of those segments.

"CCI's efforts to extend its information software platform to
new industry segments will help to diversify its business. This
is a relatively new effort that has potential, but is expected
to have little impact in the near-term," Mr. Davis said.

While CCI has room within the rating to fund growth, upside on
the rating is limited by a narrow business profile.


DAISYTEK INT'L: Files for Chapter 11 Reorganization in Texas
------------------------------------------------------------
Daisytek International Corporation (Nasdaq:DZTK) has filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. The petition was filed in Dallas, Texas.

Prior to Tuesday's Chapter 11 filing by Daisytek International
Corp., the company's primary operating subsidiary, Daisytek,
Incorporated and a number of its U.S. operating subsidiaries,
including Arlington Industries, Inc., Digital Storage Inc., and
The Tape Company, filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code on May 7, 2003 in
Dallas, Texas.

On May 16, 2003 the boards of directors for U.K.-based ISA
International plc and Daisytek Australia each appointed a
Voluntary Administrator to assume day-to-day management of
operations. PricewaterhouseCoopers LLP, the Voluntary
Administrator appointed by ISA International's board of
directors, subsequently sold the business and assets of the U.K.
and the Republic of Ireland businesses, together with the equity
in the Swedish and Norwegian companies of ISA International.

It is unlikely that the shareholders of Daisytek International
Corp. will realize any value from the company's Chapter 11 case.

Last week, Daisytek's U.S. lending syndicate filed a Motion for
Relief from the Automatic Stay with the bankruptcy court as
contemplated by the Agreed Cash Collateral Order of May 21,
2003. Such motion, if granted, would enable the lenders to
enforce their liens on Daisytek assets. Daisytek intends to
vigorously oppose such a motion. Under the cash collateral
order, Daisytek's U.S. subsidiaries received consensual approval
from the bankruptcy court and its U.S. lending syndicate to use
a significant percentage of the lenders' cash collateral through
June 13, 2003 to pay for operating expenses and to increase
inventory levels at Arlington Industries and The Tape Company.

The company continues to conduct negotiations with creditors of
its U.S. subsidiaries and to pursue the reorganization process
in the court. Currently, the company does not anticipate that it
will resume taking orders from the Allen, Texas operations
facility, nor does the company intend to resume shipments from
its Memphis, Tenn., Bakersfield, Calif. or Albany, NY
distribution centers. These locations comprised the primary
operational facilities for the Daisytek, Incorporated
subsidiary.

Daisytek's Mexico and Canadian operations, which are
independently funded in their respective countries and have not
been included in any bankruptcy filings, continue to report
business as usual.

Daisytek is a global distributor of computer supplies, office
products and accessories and professional tape media. Daisytek
is a registered trademark of Daisytek, Incorporated.


DAISYTEK INT'L: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Daisytek International Corporation
        1025 Central Expressway South
        Suite 200
        Allen, TX 75013

Bankruptcy Case No.: 03-35724

Type of Business: The Debtor, an affiliate of Daisytek Inc., is
                  a leading global distributor of computer and
               office supplies and professional tape
                  products.

Chapter 11 Petition Date: May 3, 2003

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Richard H. London, Esq.
                  Daniel C. Stewart, Esq.
                  Vinson & Elkins
                  3700 Trammell
                  Crow Center
                  2001 Ross Ave.
                  Dallas, TX 75201-2975
                  Tel: 214-220-7823

Total Assets: $350,770,023

Total Debts: $225,729,427

Debtor's 19 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Ernst & Young LLP           Consulting & Audit        $843,336
2121 San Jacinto Street
Suite 1500
Dallas, TX 75201
Scott Draper
Tel: 214-969-8000
Fax: 214-969-8587

General Electric Capital    Equipment Leases          $516,618
Corp.
One Lincoln Center
5400 LBJ Freeway
Suite 1280, L.B.3.
Dallas, TX 75240
Paul B. Gellich
Tel: 214-922-8919
Fax: 214-953-1332

Munsch Hardt & Harr, P.C.   Legal Services            $368,154
4000 Fountain Place
1455 Ross Avenue
Dallas, TX 75202-2790

GE Capital Public Finance,  Equipment Lease           $343,654
Inc.
Suite 470
8400 Normandale Lake Blvd.
Minneapolis, MN 55437
Paul E. Geillich
Tel: 214-922-8919
Fax: 214-953-1332

Kirkpatrick & Lockhart      Legal Services            $159,149
LLP

Summit Storage Systems      Storage Services           $44,250

Heidrick & Struggles, Inc.  Consulting Services        $27,470

GATX Technology Services    Equipment Lease             $8,075
Corp.

IOS Capital                 Copier Lease                $4,431

Raymond Leasing Corp.       Equipment Lease               $620

Bank of America, Nat'l      Guarantee of Bank Loan     Unknown
Association

CB Richard Ellis            Guarantee of Lease         Unknown

Enterprise Business Park    Guarantee of Lease         Unknown

GMAC                        Guarantee of Bank Loan     Unknown

Hewlett-Packard Co.         Guarantee of Trade Debt    Unknown

Selkirk Ventures, LLC       Guarantee of Lease         Unknown

Solarcom LLC                Equipment Lease            Unknown

Tejan Dermody Industrial    Guarantee of Lease         Unknown
LLC

Jerome G. Timlin            Guarantee of Lease         Unknown


DAYTON SUPERIOR: Proposed $150MM Senior Secured Notes Rated 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt rating to construction products manufacturer Dayton
Superior Corp.'s proposed $150 million senior secured notes due
2008.

Standard & Poor's said that it would raise its bank loan rating
on the company's $50 million senior secured revolving credit
facility to 'BB-' from the current 'B+' if the new notes issue
is successful and the bank facility is amended as currently
anticipated.

Standard & Poor's said that it has affirmed its 'B+' corporate
credit rating on the company. The outlook remains negative.

Net proceeds of $143 million from the notes offering are
expected to be used to repay existing bank debt. "The
refinancing is expected to improve liquidity, relieve financial
covenant pressure, and eliminate growing debt amortization
requirements," said Standard & Poor's credit analyst Pamela
Rice. "Nonetheless, Dayton Superior remains highly leveraged
with debt of $330 million at March 31, 2003."

Standard & Poor's said that if the bank loan rating is raised as
expected, the rating on the amended bank facility, based on
preliminary terms and conditions, will be one notch higher than
the corporate credit rating. Standard & Poor's used its
enterprise value method to analyze recovery prospects because
the facility is secured by substantially all assets, and
believes that Dayton Superior could be reorganized in the event
of default.

Standard & Poor's said that its ratings reflect Dayton, Ohio-
based Dayton Superior Corp.'s leading positions in niche
construction products markets and its favorable cost structure,
offset by industry cyclicality and very aggressive financial
policies.


DELTA AIR LINES: Closes Sale of $300MM of Conv. Senior Notes
------------------------------------------------------------
Delta Air Lines (NYSE: DAL) has completed a private placement of
$300 million aggregate principal amount of 8% Convertible Senior
Notes due 2023, issued to qualified institutional buyers
pursuant to Rule 144A, and to non-U.S. persons pursuant to
Regulation S, under the Securities Act of 1933, as amended.

The net proceeds from the offering were made available for
general corporate purposes.

"Delta continues to prove its capability to access the broad
capital markets and enhance our liquidity position," said
Michele Burns, Delta's CFO. "We have taken advantage of
favorable market conditions to build cash and better position
Delta to overcome the difficult conditions facing the airline
industry."

Delta has granted the initial purchasers of the notes a 30-day
option to purchase up to an additional $50 million principal
amount of the notes.

Interest on the notes will be 8% per $1,000 principal amount
payable in cash in arrears semi-annually through June 3, 2023.
Each note will be convertible into Delta common stock at a
conversion price of $28 per share, which represents an
approximately 100% premium over the closing price of Delta stock
on May 27, 2003, the day the transaction was announced, subject
to adjustment in certain circumstances.  Holders of the notes
may convert their notes only if (i) the price of Delta's common
stock reaches a specified threshold; (ii) the trading price for
the notes falls below certain thresholds; (iii) the notes have
been called for redemption; or (iv) specified corporate
transactions occur.

Delta may redeem all or some of the notes for cash at any time
on or after June 5, 2008, at a redemption price equal to the
principal amount of the notes plus any accrued and unpaid
interest to the redemption date.  Holders may require Delta to
repurchase the notes on June 3 of 2008, 2013 and 2018, or in
other specified circumstances, at a repurchase price equal to
the principal amount due plus any accrued and unpaid interest to
the repurchase date.

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

Delta Air Lines, the world's second largest carrier in terms of
passengers carried and the U.S. airline with the most
transatlantic destinations, offers 5,767 flights each day to 425
destinations in 76 countries on Delta, Song, Delta Express,
Delta Shuttle, Delta Connection and Delta's worldwide partners.
Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.  For more information, please go to
http://www.delta.com


DIVERSIFIED CORPORATE: Jack Progue Discloses 16.1% Equity Stake
---------------------------------------------------------------
Jack Pogue beneficially owns 488,900 shares of the common stock
of Diversified Corporate Resources, Inc., representing 16.1% of
the outstanding common stock of the Company.  The amount held
includes 21,400 shares held by the Jack Pogue IRA Account,
12,500 Shares held by the Criswell Trust of which Mr. Pogue is
the sole beneficiary, and 300,000 shares which Mr. Pogue has the
right to acquire pursuant to a Warrant issued by Diversified
Corporate Resources at an exercise price of $.30 per share.  Mr.
Pogue has sole powers of voting and disposition of the stock.

                         *    *    *

                  Going Concern Uncertainty

In its SEC Form 10-Q dated November 14, 2002, the Company
reported:

"As of September 30, 2002, we were not in compliance with the
amended financial covenant under our three-year revolving line
of credit agreement with General Electric Capital Corporation.

"The Company failed to make the required acquisition agreement
payments of approximately $1,178,000 and $884,000 (to the former
owners of Mountain, LTD., which were due on October 1, 2001 and
October 1, 2002, respectively, and we failed to make the payment
of approximately $867,000 to the former owners of Texcel, Inc.
which was due on October 8, 2001. Effective as of October, 2001,
we entered into forbearance agreements with the former owners of
both Mountain and Texcel that involved (among other things) the
extension of the debt payment dates under both obligations, and
our commitment to pay interest on the amount owed to the holders
of both the Mountain and Texcel debt. We were able to make
partial debt payments to the former owners of Texcel, but in
September, 2002, we failed to pay the installment payments then
owed to the former owners of both Mountain and Texcel, and the
entire amount payable to these individuals is now due and
payable. As of September 30, 2002, we owed approximately
$2,062,000 to the former owners of Mountain, and approximately
$747,000, to the former owners of Texcel. We are unable to pay
any of such amounts at this time, and our ability to cure such
defaults in connection with these debt obligations is contingent
upon the outcome of our efforts to refinance the GE facility. We
are currently in negotiations with respect to these debt
obligations.

"These factors, among others, indicate that the Company may be
unable to continue as a going concern.

"We are continuing to evaluate various financing and
restructuring strategies to maximize shareholder value and to
provide assistance to us in pursuing alternative financing
options in connection with our capital requirements and
acquisition debt obligations. We can provide no assurance that
we will be successful in implementing the changes necessary to
accomplish these objectives, or if we are successful, that the
changes will improve our cash flow and liquidity."


DIVINE: FatWire Acquires Enterprise Content Management Business
---------------------------------------------------------------
FatWire Software has completed the acquisition of divine's
Content Management business from Saratoga Partners, a New York
private equity firm. As part of the divine bankruptcy auction,
Saratoga Partners acquired certain assets of divine, including
divine's content management assets, and Saratoga Partners
simultaneously transferred the content management assets to
FatWire.

FatWire also announced that it had completed the sale of the
Participant Server product line (formerly Eprise, Inc.) to
SilkRoad Technology, Inc.  FatWire will focus its efforts on its
enterprise content management software, Content Server and
UpdateEngine, and its over 300 world wide customers. FatWire's
award-winning J2EE content management software products
complement and enhance divine's enterprise content management
product lines

Content Server mixes content functionality with a high-
performance technology base and provides an open, extensible
framework for growth. Customers regularly leverage Content
Server's J2EE architecture to build their own dynamic, content-
driven applications and world-class Web sites.

"This is a significant acquisition for FatWire; this move will
provide us with the critical mass to be the leader in enterprise
content management," said Mark Fasciano, FatWire's CEO." This is
also extremely significant for divine's content server client
base. FatWire's products and the content server have the
strongest technical synergy of any two CM companies and
solutions."

Existing investors in FatWire, including Topspin Partners,
EuclidSR Partners, Wheatley Partners and Newlight Associates,
purchased additional equity in FatWire to fund the acquisition
as well as to provide additional working capital to fund the
company's projected growth. "The investors who funded this
transaction and our growth plan, together with their affiliates,
collectively manage more than $4 billion in investment funds and
provide a solid foundation for the combined companies' future
growth," commented Fasciano. "We are all committed to making
FatWire the undisputed leader in enterprise content management."

FatWire Software is a leading provider of dynamic enterprise
content management software. FatWire's powerful content
management software is a leading choice for portal content
management, content centric applications and Global 2000 Web
sites. Founded in 1996, FatWire Software is headquartered in New
York and operates offices throughout the world. For specific
information about FatWire, visit http://www.fatwire.com/


ECLICKMD INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: eClickMD, Inc.
        3001 Bee Caves Rd.
        Suite 250
        Austin, TX 78746

Type of Business: HIPAA compliance coordination of care
                  technology for the healthcare industry.

Bankruptcy Case No.: 03-12387-frm

Chapter 11 Petition Date: May 13, 2003

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd.
                  Suite 150
                  Austin, TX 78731
                  (512) 345-8964
                  Fax : (512) 345-4393
                  Email: frank@franklyon.com

Total Assets: $50,000

Total Debts: $4,586,782

List of Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Gryphon Opportunities Fund I  Convertible Notes    $1,626,330
233 Fifth Avenue              Payable
New York, NY 10016

Pamela Cullen Skains          Convertible Note       $570,348
2808 Neptune Drive            Payables
Alvin, TX 77511

Commercial National Bank      Line of credit         $389,700
PO Box 591
Brady, TX 76825

IBM Credit Corporation        Computer hardware-     $179,035
                              lease

Frank Masey                   Convertible Note       $166,527
                              Payable

LEP Capital                   Convertible Note       $160,618
                              Payable

Sheila Hemphill               Related Party Payable  $120,358

Gabbert/Gray                  Convertible Note       $104,000
                              Payable

Jenkins & Gilchrist           Trade Debt              $64,274

Centratex                     Trade Debt              $62,759

J. Authement                  Note Payable            $57,993

GTECH                         Note Payable            $52,913

1240 Blalock/Barry Pulaski    Note Payable            $47,504

IRS                           Payroll Taxes           $43,780

Andy McBee                    Related party           $29,717
                              payables-former
                              director

Martin E. Janie & Co., Inc.   Trade Debt              $29,685

Roger Lash                    Convertible Note        $26,995

David Buck                    Note Payable            $26,667

Robert Phillips               Related Party Payable   $19,650

Brady National Bank           Note Payable            $18,413


ENRON CORP: Sues Dynegy Counterparties Demanding $230MM Payment
---------------------------------------------------------------
Enron Corporation and its debtor-affiliates filed a complaint in
Bankruptcy Court against the so-called Dynegy Counterparties to
resolve a dispute regarding the validity, enforceability, and
avoidability of a Master Netting Setoff and Security Agreement
entered into on November 8, 2001. The MNSSA is among the Debtors
and four Enron Affiliated Non-Debtors, on one hand, and the
Dynegy Counterparties, on the other hand.  Dynegy and Enron
entered into the MNSSA 24 days before Enron's Chapter 11 cases
began.  The Dynegy Counterparties are:

      * Dynegy, Inc.,
      * Dynegy Marketing and Trade,
      * Dynegy Power Marketing, Inc.,
      * Dynegy Broadband Marketing and Trade,
      * Dynegy Canada, Inc.,
      * DynegyDirect Inc.,
      * Dynegy Global Liquids, Inc.,
      * Dynegy Liquids Marketing and Trade f/k/a
           Warren Gas Liquid, Inc. and
      * Dynegy UK Limited.

Effective November 8, 2001, the Debtors and Enron Affiliated
Non-Debtors and their Dynegy Counterparties, entered into the
Master Netting Setoff and Security Agreement.  The MNSSA
purported to blanket the transactions involving both physical
and financial settlement provisions and involved multiple
products, including wholesale electricity, retail electricity
and gas, natural gas, coal, crude oil, petrochemical products,
liquids, and broadband capacity.

The MNSSA provides that, upon an event of default, the non-
defaulting affiliated parties may terminate all of the
Underlying Master Agreements and calculate the termination
payments owed in connection with each agreement.  The Underlying
Master Agreements expressly provide that the commencement of a
bankruptcy case is an event of default.  They also provide for
additional defaults based on the financial condition of a party,
among which, the default on a material debt.  Upon the non-
defaulting party's election to terminate, the MNSSA then
provides that all amounts owed on account of termination of the
Underlying Master Agreements will be netted, yielding a Final
Settlement Amount payable either by the defaulting affiliated
parties or by the non-defaulting affiliated parties, depending
on the net market values of the Underlying Master Agreements on
the termination date.  The MNSSA makes affiliated parties
jointly and severally liable for the entire Final Settlement
Amount.

In violation of core bankruptcy principles and voidable under
more than 10 different Bankruptcy Code provisions, the MNSSA's
non-mutual setoff, netting, joint and several liability, and
termination provisions purport to give the Dynegy Counterparties
the right vis-a-vis the Enron Debtors to:

  (a) transfer claims and incur debt so as to effect non-mutual
      setoff rights after 90 days before the Petition Date;

  (b) create avoidable transfers and incurrences of obligations;

  (c) create avoidable preferences;

  (d) terminate the MNSSA postpetition based upon an
      unenforceable ipso facto clause that is not safe harbored
      under the Bankruptcy Code;

  (e) setoff non-mutual debts; and

  (f) forfeit the Enron Debtors' valid interest in property.

In contemplation of the MNSSA, Enron guaranteed the obligations
of each member of the Enron Companies to the Dynegy
Counterparties, including those arising under the soon
thereafter executed MNSSA, pursuant to a separate Enron Debtors
Guaranty Agreement dated October 29, 2001.  This guarantee is
voidable pursuant to Section 548 of the Bankruptcy Code.

Peter Gruenberger, Esq., at Weil, Gotshal, & Manges LLP, in New
York, relates that on November 28, 2001, the Dynegy
Counterparties sent a prepetition notice to the Enron Companies
purporting to terminate the MNSSA and all transactions
thereunder, effective December 20, 2001, which was 18 days into
the Enron Debtors' postpetition period.  The Dynegy
Counterpaties improperly attempt to exacerbate the economic
impact of the MNSSA by contending that under a June 29, 2001
Agreement entered into by Dynegy Marketing & Trade, Dynegy
Canada Inc. and ENA, ENA incurred net payment obligations to DMT
in the amount of approximately $300,000,000.  The Dynegy
Counterparties then allege that these amounts owed thereunder by
the Dynegy Counterparties to the other Enron Companies, even
though ENA was the only Enron Company that was a party to the
June 29 Agreement. Mr. Gruenberger notes that Dynegy makes these
assertions despite the fact that the June 29 Agreement is not
identified as an Underlying Master Agreement in the MNSSA.

Although the MNSSA prohibits oral modifications, Dynegy contends
that an oral modification was entered into scarcely two weeks
prior to the Petition Date included the June 29 Agreement as an
Underlying Master Agreement.  Mr. Gruenberger asserts that based
on these shaky underpinnings, Dynegy further contends that the
MNSSA dispute involves merely a "state law claim" about a
prepetition contract and does not raise any core issues under
the Bankruptcy Code or adversely impact on the Debtors or their
bankruptcy cases.  As Dynegy would have it, the Court should
refer the MNSSA Dispute to arbitration pursuant to Section 15 of
the MNSSA, thereby avoiding adjudication of any of the core
Bankruptcy Code issues that would prohibit Dynegy from
extinguishing their obligations to the Debtors.

Commencing in the spring of 2002, Mr. Gruenberger tells Judge
Gonzalez that the Enron Companies and Dynegy began to discuss
the potential resolution of differences concerning accounts
receivable and termination payments owed under the Underlying
Master Agreements.

On October 4, 2002, the Debtors sent Dynegy a demand letter:

  (i) seeking payment of approximately $221,300,000 it was owed
      as final settlement payments due under the Underlying
      Master Agreements,

(ii) setting forth the appropriate calculations, and

(iii) setting forth the reasons why the netting provisions of
      the MNSSA were unenforceable against the Debtors.

On November 15, 2002, the Debtors transmitted to Dynegy an
amended demand, which increased the demand amount to slightly
less that $230,000,000, plus interest.

On October 11, 2002, just prior to the claims Bar Date, Dynegy
filed a motion pursuant to Section 362 of the Bankruptcy Code to
modify the automatic stay in order to commence an arbitration to
enforce the MNSSA against the Debtors.  On October 15, 2002,
Dynegy filed proofs of claim in these cases.  Each claim states
in part, "Each of the named debtors is jointly severally liable
to the Dynegy Counterparties pursuant to the terms and
conditions of a Master Netting, Setoff and Security Agreement,
including, but not limited to, the Underlying Master Agreements
as that term is defined in the MNSSA as well as all sums,
amounts, and Obligations as those terms are used or defined in
the MNSSA." The proofs claim allege that the Debtors owe Dynegy
$93,558,630.

According to Mr. Gruenberger, the Debtors and Dynegy continue to
discuss the MNSSA Dispute and its resolution throughout this
period.  These discussions continued past the filing of the
Dynegy motion on October 11, 2002 up to October 18, 2002.  On
October 18, 2002 Dynegy commenced arbitration against the Enron
Affiliated Non-Debtors in Houston, Texas.  The Debtors and Enron
Affiliated Non-Debtors intend to file a motion preliminary
enjoining further prosecution of the Arbitration pursuant to
Sections 105 and 362 of the Bankruptcy Code because any
adjudication of the obligations of the Debtors and its
Affiliated Non-Debtors were forced to arbitrate all issues
related all issues related to the MNSSA in the Arbitration, the
arbitrator would be forced to interpret and apply Sections 362,
365, 541 547, 548, 553, 555, 556, 559 and 560 of the Bankruptcy
Code to determine whether the MNSSA is unenforceable and should
be avoided.

Mr. Gruenbeger explains that, despite the existence of an
arbitration clause in the MNSSA, the Court must resolve the core
issues raised by this Complaint as they will have broad
ramifications in the Debtors' Chapter 11 cases.

If it were only the Dynegy Counterparties that sought
arbitration, that result alone would be offensive to the
Bankruptcy Code.  However, Mr. Gruenbeger points out that, in
addition to the MNSSA, there exist other master netting
agreements involving the Enron Debtors and other Enron
affiliated Debtors entered into within 90 days prior to the
Petition Date.

Furthermore, Enron affiliated debtors are parties with hundreds
of counterparties in literally thousands of energy, natural gas,
electricity and other commodity retail and wholesale contracts
containing netting, setoff and arbitration clauses, all
implicating core bankruptcy issues and as to which the
counterparties owe more than $6,000,000,000 in accounts
receivable and termination settlement payments to the Enron
affiliated-debtors.  Those counterparties, like the Dynegy
Counterparties, would like to make the liabilities disappear and
transmogrify them into claims against Enron and its affiliated-
debtors by virtue of activities rendered voidable by the
Bankruptcy Code.  Thus, the decision on the issues implicated by
all the agreements will affect directly the claims of literally
hundreds, perhaps thousands, of creditors.  Equally
important, the decision of these issues will have dramatic
impact on the distribution of assets by the Enron Debtors
to all their creditors.

Mr. Gruenbeger asserts that disputes under these contracts by
counterparties, including the Dynegy Counterparties, implicate
core bankruptcy issues under 10 Bankruptcy Code Sections,
including Sections 362, 365, 541, 553, 547, 548, 555, 556, 559
and 560.

Accordingly, the Debtors seek judgment in their favor:

  (a) declaring that the MNSSA is not a "safe-harbor" Contract
      under Section 555, 556, 559 or 560 and that the default
      provisions of the MNSSA are unenforceable ipso facto
      clauses that effect a forfeiture of estate assets in
      violation of Sections 365(e)(1) and 541(c)(1)(B);

  (b) declaring that claims transferred by and among the Dynegy
      Counterparties to create purported setoff right were
      invalid, unenforceable, and avoidable pursuant to Section
      553(a)(2);

  (c) declaring that debts incurred by the Dynegy Counterparties
      to create purported setoff rights were invalid,
      unenforceable, and avoidable pursuant to Section
      553(a)(3);

  (d) declaring that the netting provisions of the MNSSA are
      unenforceable, avoidable fraudulent transfers and entering
      judgment avoiding the transfers pursuant to Section 548;

  (e) declaring that the provision of the MNSSA imposing joint
      and several liability for net settlement amounts is an
      unenforceable, avoidable fraudulent transfer and entering
      judgment avoiding the transfer pursuant to Section 548;

  (f) declaring that the default provisions of the MNSSA are
      unenforceable, avoidable fraudulent transfers and entering
      judgment avoiding the transfers pursuant to Section 548;

  (g) declaring that the netting provision of the MNSSA is an
      unenforceable, avoidable preferential transfer and
      entering judgment avoiding the transfer pursuant to
      Section 547;

  (h) declaring that the default provisions are unenforceable
      forfeiture provisions pursuant to Section 541(c)(1)(B);

  (i) declaring that the Enron Guarantee is an unenforceable,
      avoidable fraudulent transfer and entering judgment
      avoiding the transfer pursuant to Section 548;

  (j) directing payment by the Dynegy Counterparty to the Enron
      Debtors and Enron Affiliated Non-Debtors of $229,936,102
      plus interest until payment as calculated under the
      relevant Underlying Master Agreements, plus attorneys'
      fees as Allowed by law;

  (k) declaring that the June 29 Agreement is not an Underlying
      Master Agreement subject to the netting provisions of the
      MNSSA and, even if deemed to be an Underlying Master
      Agreement, any netting of any amounts due thereunder is
      unenforceable and voidable under Sections 362, 365,
      541(c)(1)(B), 547 and 548, and that the June 29 Agreement
      is not a "safe-harbor" contract under Sections 555, 556,
      559 or 560;

  (l) declaring that Section 15 of the MNSSA -- the arbitration
      provision -- is unenforceable and does not prevent this
      Court from adjudicating all issues in the MNSSA Dispute;
      and

  (m) Awarding costs. (Enron Bankruptcy News, Issue No. 67;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


EQUUS GAMING: Delays Filing of Form 10-Q for March 2003 Quarter
---------------------------------------------------------------
Equus Gaming Co., LP is still in the process of confirming
operating results from wagering operations in the Dominican
Republic and Colombia.  Until the reported numbers can be
confirmed and the results for the quarter reviewed by its
independent public accountants, the Company will not be in a
position to file Form 10-Q for the period ended March 31, 2003.
Equus expects to file within the next 60 days.

Revenues for the quarter will be approximately $200,000 below
results for the corresponding quarter of the preceding year,
reflecting a reduction in wagering due to the interruption of
the Dominican Republic simulcasting.  Expenses are expected to
be approximately $200,000 below than in the corresponding period
of the last fiscal year, due to reductions in payroll and
related expenses.  The foregoing is subject to review and
confirmation.

                        *   *   *

As reported in the Troubled Company Reporter's Sept. 25, 2002,
issue, the Company recognizes its current inability to generate
sufficient cash to support its operations. To overcome its
financial problems, the Company must look to additional revenue
including investment or cost savings from:

     (i)  Requesting license approval in Colombia and Dominican
          Republic for casino and/or sports book operations that
          could generate an additional $7 million in revenues
          annually.

    (ii)  Implementing cost reductions at all properties.

   (iii)  Requesting designation of the El Comandante facility
          as a tourist zone to allow the addition of slot
          machines and authorization for low interest bonds or
          notes.

    (iv)  Receive permission from the Government of Puerto Rico
          to allow video lottery terminals at the OTB Agencies.

     (v)  Expanding simulcasting in Colombia and Dominican
          Republic as well as expanding pool races.

    (vi)  Obtain new bank financing or financing by the Wilson
          family.

There can be no assurance that any of the above will be
achieved, or if achieved, the results will be sufficient to
enable the Company to continue to operate.


FAIRCHILD SEMICONDUCTOR: S&P Rates New Sr. Sec. Bank Loan at BB-
----------------------------------------------------------------
Standard & Poor's assigned its 'BB-' rating to Fairchild
Semiconductor International Inc.'s new senior secured bank loan.
The 'BB-' corporate credit and 'B' subordinated note ratings are
affirmed. Proceeds from the new $300 million term loan will be
used to call the company's $300 million 10 3/8% subordinated
notes. The new $175 million revolving credit facility, undrawn
at closing, replaces an undrawn $300 million facility and
provides financial flexibility beyond the company's cash
balances.

Portland, Maine-based Fairchild makes a wide range of logic,
memory, power, and specialty analog chips for computer,
communications, and industrial markets. It had debt of $915
million at March 31, 2003, including capitalized operating
leases.

The new bank loan facility consists of a $175 million four-year
revolving credit agreement maturing in 2007 and a five-year term
loan maturing in 2008.

The facility is secured by a pledge of the capital stock of the
company, its domestic subsidiaries, and 65% of the capital stock
of international subsidiaries. In addition, under the provisions
of the loan agreement, if the facility is rated 'BB-' or below
by Standard & Poor's and Ba3 or below by Moody's, it is secured
by a first perfected security interest in substantially all
other assets. Standard & Poor's does not consider the pledge of
stock to contribute significantly to the collateral package.

"Industry volatility and the potential challenges of Fairchild's
acquisition program are expected to constrain ratings over the
intermediate term," said Standard & Poor's credit analyst Bruce
Hyman. "The company's good operational performance in its core
businesses provides a good degree of downside protection."

Fairchild Semiconductor's 10.50% bonds due 2009 (FCS09USN1) are
trading above par at 112 cents-on-the-dollar, says DebtTraders.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=FCS09USN1
for real-time bond pricing.


FINET.COM INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: FiNet.com, Inc.
        921 Front Street
        San Francisco, California 94111
        aka Finet Holdings Corp.

Bankruptcy Case No.: 03-31578

Type of Business: The Debtor is a financial services holding
                  company.

Chapter 11 Petition Date: May 28, 2003

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Gregory A. Rougeau, Esq.
                  Law Offices of Manasian and Rougeau
                  400 Montgomery
                  St. #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425

Total Assets: $11,995,000 (as of Sept. 30, 2002)

Total Debts: $14,363,000 (as of Sept. 30, 2002)


FLEMING COS.: Court Okays Pachulski Stang as Debtors' Co-Counsel
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates obtained the
Court's permission to employ the firm of Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C. as their bankruptcy co-
counsel to file and prosecute their Chapter 11 cases.

Compensation will be payable to Pachulski on an hourly basis,
plus reimbursement of actual, necessary expenses and other
charges.  The principal attorneys and paralegals presently
designated to represent Debtors and their current standard
hourly rates are:

             Professional           Hourly Rate
             ------------           -----------
          Laura Davis Jones             $560
          Ira Kharasch                  $495
          Scotta E. McFarland           $415
          Christopher J. Lhulier        $280
          Cheryl A. Knotts              $130

These hourly rates are subject to periodic adjustments to
reflect economic and other conditions.  Other attorneys and
paralegals may from time to time serve the Debtors in connection
with the matters herein described.

Specifically, without limitation, Pachulski will:

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

  B. prepare and pursue confirmation of a plan and approval
     of a disclosure statement;

  C. prepare necessary applications, motions, answers,
     orders, reports and other legal papers on behalf of the
     Debtors;

  D. appear in Court and to protect the interests of Debtors
     before the Court; and

  E. perform all other legal services for Debtors which may
     be necessary and proper in these proceedings. (Fleming
     Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


GALAXY NUTRITIONAL: Textron Financial Replaces Finova as Lender
---------------------------------------------------------------
Galaxy Nutritional Foods (Amex: GXY), the leading producer of
nutritious plant-based dairy alternatives for the retail and
foodservice markets, announced that Textron Financial
Corporation has replaced Finova Capital Corporation as the
Company's asset-based lender.

The new revolving line of credit from Textron Financial has a
maximum facility amount of $7.5 million and an interest rate
that is 2.25% lower than the rate previously charged by Finova
Capital, whose line was due to mature July 1, 2003.

The Company will benefit from improved cash availability based
on the higher advance rates provided by Textron Financial on
eligible raw materials and finished goods inventory (an increase
of 21% over the most recent advance rate previously provided by
Finova Capital) as well as on eligible accounts receivable (an
increase of 5% over the advance rate previously provided by
Finova Capital). The Textron Financial line of credit will be
used for working capital to support growth initiatives.

According to Christopher Gouskos, President of Textron
Financial's Business Credit Division, "We are looking forward to
becoming one of Galaxy's financial partners and think it is a
great fit for both companies." Gouskos further added, "Our
relationship with Galaxy is indicative of our desire to find
solid companies who, for whatever reason, found themselves
caught up in the credit crunch and provide them with much-needed
working capital."

The Company also announced that SouthTrust Bank has increased
its lending position in the Company with a new $2 million loan.
The new loan was used to repay one-half of the Company's $4
million subordinated debt with Finova Mezzanine Capital, Inc.
The remaining $2 million balance of the subordinated debt with
Finova Mezzanine was repaid through private placement proceeds,
the details of which were also announced today. The Company has
an $8.1 million equipment loan outstanding with SouthTrust which
was renewed and consolidated with the new $2 million loan. The
new consolidated $10.1 million loan extends the maturity date on
the original loan from March 2005 to June 2009 with a more
favorable amortization. This new consolidated loan bears
interest at the rate of prime plus 1%, an increase of 1% over
the prior term loan.

Additionally, the Company has restructured its $501,000 bridge
loan with SouthTrust by extending the maturity date from October
2003 to April 2004 and providing for a fully amortizing payment
schedule over the term of the loan. This will enable the company
to have a streamlined payoff of this loan versus a balloon
payment.

The financial restructuring encompassed by the above
transactions and the private placements also announced Monday,
all of which closed May 30, 2003, will enable the Company to
greatly improve its balance sheet position by reducing its
short-term debt, as a percentage of total debt, from 58% to 38%.

Christopher J. New, Galaxy's CEO, said, "It is a pleasure to
have two strong partners such as Textron Financial and
SouthTrust Bank. We welcome Textron Financial as a new partner
with whom we hope to enjoy a mutually beneficial relationship
for many years to come. SouthTrust has remained a steadfast
partner displaying great confidence in our ability by expanding
their relationship with Galaxy. We thank them for their
continued commitment to our company."

"[Mon]day's announcement is a very exciting one for Galaxy," Mr.
New continued. "It is the result of many months of hard work by
everyone involved. These events will play a major role in our
ability to grow our business efficiently as a result of the
additional working capital, reduced debt service and more
favorable debt structure which will be provided by these
transactions."

Galaxy Nutritional Foods(R) is the leading producer of health-
promoting plant-based dairy and dairy-related alternatives for
the retail and foodservice markets. An exclusive, new and
technologically advanced, safer "hot process" is used to produce
these phytonutrient-enriched products, made from nature's best
grains -- soy, rice and oats. Veggie products are low fat and
fat free (saturated fat and trans-fatty acid free), cholesterol
and lactose free, are growth hormone and antibiotic free, and
have more calcium, vitamins and other minerals than conventional
dairy products. Because they are made with plant proteins, the
products are more environmentally friendly and economically
efficient than dairy products derived solely from animal
proteins. Galaxy's products are part of the healthy and natural
foods category, the fastest growing segment of the retail food
market. Galaxy brand names include: Galaxy Nutritional Foods(R);
Veggie(R); Nature's Alternative(TM); Veggie Lite Bakery(TM);
Veggie Cafe(TM); Soyco(R); Soymage(R); Wholesome Valley(R); Lite
Bakery(R); and formagg(R). For more information, please visit
Galaxy's Web site at http://www.galaxyfoods.com

                           *    *    *

                  LIQUIDITY AND CAPITAL RESOURCES

In its Form 10-Q for the period ended December 31, 2002, the
Company reported:

"Net cash provided by operating activities was $1,901,996 for
the nine months ended December 31, 2002 compared to net cash
used of $1,504,597 for the same period ended December 31, 2001.
The increase in cash from operations  is primarily attributable
to a net income of $1,275,187 evidencing the improved gross
margins and reduction in cash operating expenditures  in  fiscal
2003 along with further collections on accounts receivable and
reductions in inventory levels. In fiscal 2002, the Company used
a significant portion of its cash to decrease its amounts
payable to vendors and to fund operating losses.

"The Company's  ability to continue as a going concern depends
upon  successfully obtaining sufficient financing to pay down or
replace the FINOVA debts due in July 2003.  In the event the
Company cannot extend the loans, or raise the capital to pay off
or replace the debt in July 2003,  FINOVA Capital and FINOVA
Mezzanine could exercise their respective  rights under their
loan documents to, among other things, declare a default under
the loans and pursue foreclosure of the Company's  assets which
are pledged as collateral for such loans.  In the event that
FINOVA exercises their right to pursue foreclosure, then
SouthTrust has the ability to do the same based on a cross-
default provision in their loan agreement.  The Company is
seeking to obtain the necessary funds through its positive cash
flows from operating activities, equity financing, and/or
refinancing with FINOVA or a substitute lender.  There are no
assurances, however, that such financing, if available will be
at a price that will not cause substantial dilution to the
Company's shareholders.  If the Company is not able to generate
sufficient cash through its operating and financing  activities
in fiscal 2003, it will not be able to pay its debts in a
timely manner. However, the Company, with direct involvement
from key new board and management members, is currently
discussing terms with several independent parties to provide the
funds required to replace FINOVA Capital as the Company's
primary asset-based lender and to pay off the debt to FINOVA
Mezzanine."


GENSCI REGENERATION: Red Ink Continues to Flow in First Quarter
---------------------------------------------------------------
GenSci Regeneration Sciences Inc. (Toronto: GNS), The
Orthobiologics Technology Company(TM), announced financial
results for the first quarter ended March 31, 2003 as the
Company continues its successful transition following the
replacement of its entire product line with three new, improved
second-generation product lines.

Revenues for the first quarter in 2003 totaled $8.4 million
including over $7.5 million in sales from products not available
for sale in the prior year's first quarter, which totaled $9.7
million in 2002.

The Company announced a net loss of $84,410, for the first
quarter of 2003, compared to a net loss of $603,102 for the
first quarter of 2002. The net losses for both periods included
positive income from operations, offset by reorganization costs
and additional reserves for litigation. The financial statements
do not reflect the recently announced signing of a settlement
agreement, which will have the effect of reducing prior reserves
for litigation. The decrease in net loss was due primarily to
decreased litigation verdict costs and related legal fees. The
average rate of exchange for the current quarter was CDN $1.00
to US $0.68.

"We are very gratified by the turn around in our product
portfolio and the positive results from operations," said
Douglass Watson, President and CEO. "We continue to aggressively
pursue our exit from Chapter 11 and look forward to reporting
our continuing efforts to develop and deliver quality biologic
technologies for musculoskeletal repair and regeneration to
improve surgical and clinical outcomes."

Financial statements will be available on http://www.sedar.com
and the Company's Web site http://www.gensciinc.com

GenSci Regeneration Sciences Inc. has established itself as a
leader in the rapidly growing orthobiologics market, providing
surgeons with biologically based products for bone repair and
regeneration. Its products can either replace or augment
traditional autograft surgical procedures. This permits less
invasive procedures, reduces hospital stays, and improves
patient recovery. Through its subsidiaries, the Company designs,
manufactures, and markets biotechnology-based surgical products
for orthopedics, neurosurgery, and oral maxillofacial surgery.


GENSCI REGENERATION: Osteotech Confirms Claim Settlement Pact
-------------------------------------------------------------
Osteotech, Inc. (Nasdaq: OSTE) has signed a definitive agreement
to settle its claims against GenSci arising out of the patent
lawsuit in which GenSci was found to have infringed certain of
Osteotech's patents. The jury awarded Osteotech a verdict for
$17.5 million which was reduced by $3 million due to a previous
settlement with DePuy who also had been a defendant in the case.
As a result of the jury verdict, GenSci filed for bankruptcy in
December 2001 and was required by the bankruptcy court to cease
manufacture, sale and distribution of the offending products no
later than September 16, 2002, which, according to GenSci, they
did.

The settlement, which is in line with the previously reported
agreement in principle and which requires approval and
confirmation of the GenSci Plan of Reorganization by the
bankruptcy court, is for an aggregate of $7.5 million. Among
other things, the settlement requires GenSci to pay Osteotech $1
million upon approval of the settlement by the bankruptcy court
and to pay the balance of $6.5 million in 20 equal quarterly
payments of $325,000 each plus interest at the federal judgment
rate as measured at the end of each quarter, to a maximum of 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, which will be subordinated
only to financing, if any, that GenSci may receive from a bank
or other institutional lender.

The settlement also provides that Osteotech covenants not to sue
GenSci for infringing any of Osteotech's existing patents with
respect to GenSci's new products, so long as GenSci does do not
change the formulation and composition of the new products.
Additionally, Osteotech and GenSci have agreed to dismiss all
other litigation that is currently pending between them.

Osteotech, Inc., headquartered in Eatontown, New Jersey, is a
leading provider of human bone and bone connective tissue for
transplantation and an innovator in the development and
marketing of biomaterial and implant products for
musculoskeletal surgery. For further information please go to
Osteotech's Web site at http://www.osteotech.com


GENUITY INC: Earns Nod to Fund Wind-Down of Foreign Subsidiaries
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained the Court's
authority to fund the Wind-Down of the assets and businesses
of the 14 foreign non-debtor subsidiaries of Debtor Genuity
Solutions Inc. and the eight international branches of Debtors
Genuity International Inc. and Genuity International Networks
LLC:

  A. The ability to use assets of the Debtors' Estates to fund
     the solvent wind-down of the Genuity International Entities
     in accordance with the wind-down Budget, on an as-needed
     basis, without a notice or a hearing, up to $2,000,000 in
     aggregate net funding amount, provided that both of these
     conditions are satisfied:

     -- The funding of any Genuity International Entity will
        not materially exceed the estimate specified in the
        wind-down budget.  A funding materially exceeds an
        estimate when the aggregate amount of funds advanced to
        the Genuity International Entity exceeds the relevant
        Wind-Down Estimate by the greater of $50,000 or 10% of
        the Wind-Down estimate.

     -- The aggregate amount of funds advanced by the Debtors to
        the Genuity International Entities will not exceed
        $2,000,000 as a result of the funding.

  B. The ability to settle intercompany obligations between the
     Genuity International Entities and the Debtors to the
     extent necessary to effectuate timely, efficient and
     equitable Wind-Down of these entities, including the power
     to:

     -- execute, deliver, implement and perform fully under
         any and all instruments and documents; and

     -- take any and all other actions necessary to implement
         and effectuate the Wind-Down, including:

        a. the deregistration, dissolution and liquidation of
           the Genuity International Entities, and

        b. the execution of mutual releases between the Debtors
           and the Genuity International Entities, to the extent
           the Debtors deem these actions to be in the best
           interests of their estates.

As previously reported, the Debtors analyzed the funding
required from their estates to accomplish the solvent Wind-Down
of each Genuity International Entity, and have prepared
estimates of required funding for each Genuity International
Entity.  The Debtors' projections indicate that the Genuity
International Entities will require funding from their Estates
in an aggregate amount not to exceed $2,000,000. (Genuity
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBIX CORP: Narrows First Quarter 2003 Net Loss to $7 Million
--------------------------------------------------------------
Globix Corporation (OTC:GBXX) reported financial results for its
second quarter of fiscal year 2003, which ended March 31, 2003,
citing progress in its post-restructuring period. The company
also announced that it had repurchased an additional $3.5
million of its Senior Notes on 4/4/03 in addition to the $6.4
million it had repurchased in the second fiscal quarter of 2003
that was previously reported.

Revenues for the quarter were $15.4 million, which was $6.0
million, or 28% less than the same period in 2002. The company
also reported that in the second fiscal quarter of 2003 cost of
revenues was reduced 46% to $5.3 million from the same period in
2002, and that sales, general and administrative costs were
reduced 41% to $12.6 million reflecting the continuing impact of
the company's restructuring and cost management efforts.

Loss from operations was approximately $6.2 million for the
second fiscal quarter of 2003, compared to approximately $50
million for the same period a year earlier. Net loss
attributable to common shareholders was $7.1 million, or $.43
per share, based on 16,460,000 common shares outstanding at the
end of the quarter. For the same period a year earlier, the net
loss attributable to common shareholders was $69.6 million, or
$1.75 per share, based on 38,688,862 common shares then
outstanding.

Globix -- http://www.globix.com-- is a leading provider of
managed infrastructure for business customers. Globix delivers
applications and services via its secure Data Centers, high-
performance global Tier 1 IP backbone, content delivery network,
and its technical professionals. Globix provides businesses with
technology resources and the ability to deploy, manage and scale
mission-critical Internet-based operations for optimum
performance and cost efficiency. Globix customers include the
New York Post, MSI (part of Reed Business Information) SkyRock,
ebookers.com, Globus Media, The Record Store, Holmes Place,
Agalinks, Space Holdings (Space.com), WinMill Software, iPass,
Digidesign, and Mason-McDuffie Real Estate.

               Liquidity and Capital Resources

In its Form 10-Q filed with SEC, the Company reported:

"On March 1, 2002, our company and two of our wholly-owned
domestic subsidiaries, Comstar.net, Inc. and ATC Merger Corp.,
filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code, together with the Plan, with the United States
Bankruptcy Court for the District of Delaware. We continued to
operate in Chapter 11 in the ordinary course of business and
received permission from the bankruptcy court to pay our
employees, trade, and certain other creditors in full and on
time, regardless of whether these claims arose prior to or after
the Chapter 11 filing.

"On April 8, 2002, the bankruptcy court confirmed the Plan.
Effective April 25, 2002, all conditions necessary for the Plan
to become effective were satisfied or waived and we emerged from
Chapter 11 bankruptcy protection.

"As of the Effective Date of the Plan, all of our existing
securities were cancelled and:

- each holder of the 12.5% Senior Notes became entitled to
  receive, in exchange for its claims in respect of the 12.5%
  Senior Notes, its pro rata share of:

- $120 million in aggregate principal amount of our 11% Senior
  Secured Notes, due 2008; and

- 13,991,000 shares of our common stock, representing 85% of the
  shares of our common stock issued and outstanding following
  the Effective Date of the Plan; and

- each holder of shares of our preferred stock outstanding
  immediately prior to the Effective Date of the Plan became
  entitled to receive, in exchange for its claims in respect of
  these shares of preferred stock, its pro rata share of
  2,304,400 shares of our common stock, representing 14% of the
  shares of our common stock issued and outstanding following
  the Effective Date of the Plan; and

- each holder of shares of our common stock outstanding
  immediately prior to the Effective Date of the Plan became
  entitled to receive, in exchange for its claims in respect of
  its shares of common stock, its pro rata share of 164,600
  shares of our common stock, representing 1% of the shares of
  our common stock issued and outstanding following the
  Effective Date of the Plan.

"All of the shares of our common stock issued pursuant to the
Plan are subject to dilution by the exercise of management
incentive stock options, representing up to 10% of the shares of
our issued and outstanding common stock on a fully-diluted basis
following the Effective Date of the Plan.

"A total of 16,460,000 shares of our common stock and $120
million in aggregate principal amount of the 11% Senior Notes
were deemed to be issued and outstanding on the Effective Date
pursuant to the terms of the Plan. As of September 30, 2002,
however, no shares of our common stock or 11% Senior Notes had
been distributed. In October 2002, we distributed a total of
16,295,400 shares of common stock and $120 million in aggregate
principal amount of 11% Senior Notes. Pursuant to the terms of a
Stipulation and Order that we entered into with the lead
plaintiffs in the class action lawsuit described in the section
of Part II of this quarterly report entitled "Item 1 - Legal
Proceedings", 229,452 of these shares of common stock and
$1,968,000 in aggregate principal amount of these 11% Senior
Notes were placed in reserve in escrow pending the outcome of
the class action lawsuit. In the event that any judgment or
settlement entered into in connection with the class action
lawsuit requires us to pay an amount in excess of our liability
insurance, then we will be required to issue to the class action
litigants and their attorneys all (in the event that this excess
is $10 million or greater) or a portion of (in the event that
this excess is less than $10 million) of the shares of common
stock and 11% Senior Notes held in escrow. Distribution of the
remaining 164,600 shares of common stock deemed to have been
issued on the Effective Date, which are allocable under the
terms of the Plan to the holders of our common stock outstanding
immediately prior to the Effective Date of the Plan, will occur
following the resolution of the shareholder derivative suit
against our company and certain of our former officers and
directors described in section of Part II of this quarterly
report entitled "Item 1 - Legal Proceedings". At present, we
are unable to estimate when the resolution of this lawsuit will
take place or whether any shares will be available for
distribution to the holders of our common stock outstanding
immediately prior to the Effective Date, once the lawsuit is
resolved.

"Net cash used in operating activities was $4.7 million in the
six-months ended March 31, 2003, compared to $34.9 million in
the six months ended March 31, 2002. The improvement in our
operating cash flow was primarily the result of a decrease in
net loss, excluding the non-cash impact of depreciation and
amortization of $7,843 and $24,186 respectively and the lack of
restructuring charges. The reduction in net cash used in
operating activities also reflects a $11.0 million reduction in
accounts payable and accrued liabilities.

"Net cash used in investing activities was $5.3 million in the
six-months ended March 31, 2003, compared to $15.5 million in
the six-months ended March 31, 2002. $4.4 million of our net
cash used in investing activities was attributable to
investments made in fixed income securities. The use of
restricted cash and investments of $96 thousand was primarily
attributable to the release of the collateral funds for the
Company's corporate credit card. Investments in capital
expenditures related to our network and facilities were $981
thousand. Of this amount, we paid $790 thousand in cash, and the
balance was financed under financing arrangements or remained in
accounts payable, accrued liabilities and other long term
liabilities at the period-end.

"Net cash used in financing activities was $6.6 million in the
six-months ended March 31, 2003, as compared to $4.6 million in
the quarter ended March 31, 2002. In the six-months ended March
31, 2003, we repaid certain mortgage and capital lease
obligations totaling $692 thousand. In the six-months ended
March 31, 2003, we received a capital contribution into a
minority-owned subsidiary of approximately $6.1 million. Also we
repurchased in the open market for $11.9 million a portion of
our outstanding 11% Senior Notes, which had a principal value of
approximately $15.5 million and accrued interest of $1.2
million.

"As of March 31, 2003, we had $30.9 million of cash and cash
equivalents, $7.6 million of short-term investments and $1.1
million of marketable securities.

"We have also issued collateralized letters of credit
aggregating approximately $2.6 million. The related collateral
funds are included in restricted cash and investments on our
consolidated balance sheet at March 31, 2003.

"In addition, we have financed certain network equipment through
vendors and financial institutions under capital and operating
lease arrangements. Capital lease obligations totaled
approximately $3.5 million at March 31, 2003. As of March 31,
2003, we had various agreements to lease facilities and
equipment and are obligated to make future minimum lease
payments of approximately $73.1 million on operating leases
expiring in various years through 2017. As of March 31, 2003,
there were no available or unused equipment financing
arrangements with vendors or financial institutions.

"In April 2003, we repurchased on the open market for $2,669 a
portion of our outstanding 11% Senior Notes, which had a
principal value of approximately $3,466 and associated accrued
interest of $357. The repurchase resulted in a gain on the
discharge of debt of approximately $1,154. Such gain will be
included in the condensed consolidated statement of operations
in the quarter ending June 30, 2003.

"We historically have experienced negative cash flow from
operations and have incurred net losses. Our ability to generate
positive cash flow from operations and achieve profitability is
dependent upon our ability to grow the Company's revenue and
achieve further operating efficiencies. We are dependent upon
our cash on hand and cash generated from revenues to support our
capital requirements and financing obligations. Although no
assurances can be given, our management believes that actions
taken pursuant to the Plan, including company downsizing,
headcount reductions and other cost reductions, as well as cost
control measures and the restructuring of our outstanding
indebtedness in connection with the Plan, have positioned us to
maintain sufficient cash flows to meet our operating, capital
and debt service requirements for the next 12 months. There can
be no assurance, however, that we will be successful in
executing our business plan, achieving profitability, attracting
new customers or maintaining our existing customer base.
Moreover, despite our restructuring we have continued to
experience significant decreases in revenue and low levels of
new customer additions in the period following our
restructuring. In the future, we may make acquisitions or
repurchase indebtedness of our company which, in turn, may
adversely affect liquidity."


GRUPO IUSACELL: Suspends Interest Payment on 14.25% Bonds
---------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV:CEL)(NYSE:CEL) previously
publicly announced that it retained Morgan Stanley to assist it
in developing a debt restructuring plan for presentation to its
lenders. The Company has determined that pending agreement with
its lenders on a restructuring plan, it will suspend making the
US$25 million interest payment due on June 1, on its 14.25%
bonds due 2006. The Company has a 30-day cure period to make the
interest payment, before an event of default has occurred. If
the interest payment is not made within the thirty-day period an
event of default would occur under the Indenture governing the
bonds, and the bondholders would have the right to accelerate
the principal of the bonds or take other legal actions as they
deem appropriate. The Company, while continuing with its day to
day operations, will continue working with its advisors, Mprgan
Stanley, towards the formulation of a consensual and
comprehensive restructuring plan.

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE:CEL; BMV:CEL) is a
wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida. The Company's
service regions encompass a total of approximately 92 million
POPs, representing approximately 90% of the country's total
population. Iusacell is under the management and operating
control of subsidiaries of Verizon Communications Inc.
(NYSE:VZ).


GSR MORTGAGE: Fitch Rates Class B4, B5 P-T Certificates at BB/B
---------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust, series 2003-5F $572.5
million residential mortgage pass-through certificates, classes
IA-1 through IA-4, IIA-1 through IIA-4, IIA-P, and A-X
certificates (senior certificates) 'AAA'. In addition, Fitch
rates class B1 ($7.7 million) 'AA', class B2 ($3.4 million) 'A',
class B3 ($2 million) 'BBB', class B4 ($1.1 million) 'BB' and
class B5 ($900,000) 'B'.

The 'AAA' rating on class A senior certificates reflects the
2.80% subordination provided by the 1.35% class B1, 0.60% class
B2, 0.35% class B3 and 0.50% privately offered classes B4, B5
and B6 certificates. Classes B1, B2, B3, B4, and B5 are rated
'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on their
respective subordination. The ratings also reflect the quality
of the underlying collateral, the capabilities of Well Fargo
Home Mortgage, Inc. and ABN AMRO Mortgage Group, Inc. (rated
'RPS1' and 'RPS2+', respectively, by Fitch) as servicers, and
Fitch's confidence in the integrity of the legal and financial
structure of the transaction.

As of the cut-off date May 1, 2003, the mortgage pool consists
of 1,318 30-year fixed-rate mortgage loans with an approximate
balance of $573,340,295. The loans were originated by Well Fargo
Home Mortgage, Inc. (67.51%) and ABM AMRO Mortgage Group, Inc.
(32.49%). The mortgage pool has an average unpaid principal
balance of $435,008 and a weighted average credit score of 735.
The pool has approximately 64.9% and 7.1%, with credit scores
above or equal to 720 and below 660, respectively. The weighted
average loan to value ratio at origination was 69.11%. The
mortgage pool has an average seasoning of 12 months and the
current loan-to-value ratio is 68.20%. The three states with the
highest loan concentrations are: California (42.8%), New York
(9.9%) and Washington (5.8%).

None of the mortgage loans are 'high cost' loans as defined
under any local, state or federal laws. For federal income tax
purposes, the trustee will cause two real estate mortgage
conduit elections to be made for the trust. JPMorgan Chase Bank
will serve as trustee.


HAYES LEMMERZ: Court OKs Stipulation re Employee Retention Plan
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained the Court's approval of their stipulation with the
Secured Lenders and Creditors' Committee regarding the
implementation of the Critical Employee Retention Plan.

                         Backgrounder

Pursuant to the Court-approved Critical Employee Retention Plan
of Hayes Lemmerz International, Inc., and its debtor-affiliates,
certain critical employees are eligible to earn a Restructuring
Performance Bonus and a Retention Bonus, provided that any
Retention Bonuses are to be reduced by and to the extent of any
sign-on/retention bonuses paid to any employee pursuant to a
prepetition employment agreement.  Specifically, the CERP states
that, "a Retention Bonus shall be reduced by the amount of any
retention bonuses covering the same period that a Participant
may have received pursuant to an employment agreement."
However, the CERP does not specify whether the Retention Bonuses
are to be offset by the gross pre-tax amount of any sign-
on/retention bonuses, or the net after-tax amount of the sign-
on/retention bonuses.

The Debtors, Committee and the agent for the Debtors' DIP Credit
Facility, after reviewing and evaluating the various issues
presented, have agreed to clarify the CERP in accordance with
representations made to employees and employees' expectations,
by specifying that Retention Bonuses and Restructuring
Performance Bonuses due and payable under the CERP will be
offset by the net after-tax amount of any sign-on/retention
bonuses paid under any prepetition employment agreement. (Hayes
Lemmerz Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


IMC GLOBAL: S&P Analyst Cuts Equity Ranking to 3-STARS 'Hold'
-------------------------------------------------------------
Standard & Poor's reduced its equity STARS ranking on IMC Global
(NYSE: IGL) from a four-STARS "Accumulate" to a three-STARS
"Hold" at $8.50 per share.  A leading provider of independent
research, indices and ratings, Standard & Poor's made this
announcement through Standard & Poor's MarketScope, its real-
time market intelligence service.

"IMC Global now expects breakeven results in the second quarter
before currency losses, versus its prior $0.10-$0.15 earnings
per share (EPS) guidance, largely due to disappointing domestic
spring demand for fertilizer," says Richard O'Reilly, CFA,
Chemicals Equity Analyst, Standard & Poor's. "This includes a
$0.06 gain from asset sales, plus costs for an April mine
shutdown and idling all Louisiana capacity beginning in June.
Currency losses would be about $0.11 per share at current rates.
High nitrogen fertilizer prices appear to have reduced demand
for phosphate and potash.  We are reducing our 2003 estimate to
breakeven before currency losses.  While we think low crop
supplies enhances long-term fundamentals, we recommend a hold
on the stock," concludes O'Reilly.

Standard & Poor's Stock Appreciation Ranking System (STARS),
which was first introduced on December 31, 1986, reflects the
opinions of Standard & Poor's equity analysts on the price
appreciation potential of 1,200 U.S. stocks for the next 6-12
month period.  Rankings range from five-STARS (strong
buy) to one-STARS (sell).

Standard & Poor's analytic services are performed as entirely
separate activities in order to preserve the independence of
each analytic process.  In this regard, STARS, which are
published by Standard & Poor's Equity Research Department,
operates independently from, and has no access to information
obtained by Standard & Poor's Credit Market Services, which may
in the course of its operations obtain access to confidential
information.

Standard & Poor's has the largest U.S. equity coverage count
among equity research firms that are not affiliated with a Wall
Street investment bank, analyzing 1,200 U.S. stocks.  Standard &
Poor's, a division of The McGraw-Hill Companies (NYSE: MHP), is
a leader in providing widely recognized financial data,
analytical research and investment and credit opinions to the
global capital markets.  With 5,000 employees located in 19
countries, Standard & Poor's is an integral part of the world's
financial architecture.  Additional information is available at
http://www.standardandpoors.com

                           *   *   *

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


INLAND RESOURCES: Completes Financial Workout with Sub. Lenders
---------------------------------------------------------------
Inland Resources Inc., has completed its financial restructuring
with its subordinated lenders.

The transaction was first announced February 3, 2003.

Under the restructuring, more than $126 million of debt was
exchanged for equity securities, resulting in the lenders and an
affiliate owning 99.8% of the Company. Such lenders and the
affiliate then contributed all of their Inland shares to a new
Delaware corporation and consummated a short form merger of
Inland into the new company.

As a result of the merger, Inland will cease to be a publicly
traded company that files disclosure reports with the Securities
and Exchange Commission. All former Inland shareholders will now
be entitled to receive cash in the amount of $1.00 for each
Inland share held prior to the merger. Letters of Transmittal to
collect and pay for the shares are being mailed this week.
Shareholders should await receipt of the Letter of Transmittal
before sending their shares.

Inland Resources Inc. is a Denver, Colorado-based independent
energy company with substantially all of its producing and non-
producing oil and gas property interests located in the Monument
Butte Field within the Uinta Basin of Northeastern Utah.


INTEREP: Fails to Maintain Nasdaq Continued Listing Requirements
----------------------------------------------------------------
Interep (Nasdaq: IREP) has received notice from the NASDAQ Stock
Market, Inc., stating that the NASDAQ staff has determined that
the Company does not meet NASDAQ's alternative stockholders'
equity, market capitalization or net income requirements for
continued listing, as set forth in Marketplace Rule
4310(C)(2)(B). Interep is currently in compliance with all other
requirements for continued listing on the NASDAQ Small Cap
market.

The notice further indicated NASDAQ's intent to delist the
Company's stock from the NASDAQ SmallCap market, effective at
the opening of business on June 6, 2003. Interep may appeal this
determination by requesting a hearing before a Nasdaq Listing
Qualifications Panel. The hearing request would stay any
delisting of the Company's stock pending the Panel's decision.

"While considering an appeal, Interep will evaluate our options
and determine what is in the best interest of our company and
our shareholders. We may decide not to appeal the delisting if,
after careful consideration, we deem that the over-the-counter
market is a better fit at this time," said Ralph Guild, Chairman
& CEO of Interep. "Interep is a leader in the national radio
representation business. Nothing has changed in that regard.
Therefore, regardless of where our stock is traded, we do not
believe it will affect the overall value of our stock holdings,
or our market growth."

Interep is the nation's largest independent advertising sales
and marketing company specializing in radio, the Internet and
complementary media, with offices in 16 cities. Interep is the
parent company of ABC Radio Sales, Allied Radio Partners,
Cumulus Radio Sales, D&R Radio, Infinity Radio Sales, McGavren
Guild Radio, MG/Susquehanna, SBS/Interep, as well as Interep
Interactive, the company's interactive representation and web
publishing division specializing in the sales and marketing of
on-line advertising, including streaming media. Interep
Interactive includes Winstar Interactive, Cybereps and Perfect
Circle Media. In addition, Interep provides a variety of support
services, including: consumer and media research, sales and
management training, promotional programs and unwired radio
"networks." Clients also benefit from Interep's new business
development team, the Interep Marketing Group. For more
information, visit the company's Web site at
http://www.interep.com

Interep National Radio Sales' March 31, 2003 balance sheet shows
a total shareholders' equity deficit of about $10.5 million.


IPSCO INC: S&P Rates Proposed $150MM Sr. Unsecured Notes At BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
steel producer IPSCO Inc.'s planned US$150 million senior
unsecured notes, due 2013. The company plans to apply a portion
of the proceeds to pay down its bank lines, with the remainder
to be used for general corporate purposes.

At the same time, the ratings outstanding on the Regina, Sask.-
based company, including the 'BB+' long-term corporate credit
rating, were affirmed. The outlook is stable.

The ratings on IPSCO reflect its fair business position as a
competitive, low-cost, minimill steel producer of coil and plate
for industrial users, and tubular goods for the energy industry.
The ratings are offset by a weakened financial profile stemming
from an extended period of difficult steel conditions,
particularly in the market segments that IPSCO serves.

In addition, IPSCO's debt level has increased from the
construction of two new steel mills in recent years, in
Montpelier, Iowa, and Mobile, Ala.

The outlook for the company's markets remains mixed.

"IPSCO should benefit from higher demand from the oil and gas
industry, which has been very strong so far in 2003," said
Standard & Poor's credit analyst Chris Timbrell. High oil and
gas prices have resulted in large increases in rig counts in
both Canada and the U.S. Natural gas prices are expected to
remain strong and continue to support demand for IPSCO's energy
tubular products. Demand for plate and coil from industrial
users is tied to North American economic growth, and continues
to be very uncertain.

Although business conditions, particularly in the plate and coil
markets, are expected to remain challenging in 2003, IPSCO's low
cost profile, strong business position in its key markets, and
focus on value-added products are expected to enable the company
to maintain a stable financial profile.


KEMPER INSURANCE: Fitch Drops Unit's Surplus Notes to D from C
--------------------------------------------------------------
Fitch Ratings has downgraded the $700 million of surplus notes
issued by Lumbermens Mutual Casualty Company, the lead property-
casualty insurance underwriter of the Kemper Insurance Companies
Group, to 'D' from 'C'. The insurer financial strength ratings
of the three primary insurance underwriters of the Kemper
Insurance Companies remain 'CC'. The Outlook on the IFS ratings
remains Negative.

The rating action follows Lumbermens' March 25, 2003
announcement that it has received a notice from the director of
the Illinois Insurance Department denying Lumbermens' request to
make interest payments on its surplus notes due in June 1, 2003
and July 1, 2003.

Concurrent with this ruling, Lumbermens announced an offer to
purchase all $700 million of its outstanding surplus notes for a
total purchase price of $100 per $1,000 principal amount pending
consent of the surplus noteholders to an amendment to certain
terms of the surplus notes and related documents.

On May 20, 2003, Lumbermens terminated its offer to purchase the
company's outstanding surplus notes.

Per comments made on March 26, 2003, Fitch had expected to
downgrade the Lumbermens' surplus notes rating to 'D' at the
earlier of the execution of the tender offer or at the June 1,
2003 interest payment date. Fitch's rating action follows this
June 1, 2003 date given that Lumbermens has defaulted on
interest payments on a portion of its $700 million of surplus
notes. Fitch's 'D' rating indicates that Fitch believes that
Lumbermens' surplus note holders' recovery value is unlikely to
exceed 50 percent.

   Entity/Issue/Type Action Rating/Outlook Surplus Note Rating

--Lumbermens Mutual Casualty Co. downgrade 'D' Insurer Financial
  Strength Ratings

--Lumbermens Mutual Casualty Co. no action 'CC'/Negative.

--American Motorists Insurance Co. no action 'CC'/Negative.

--American Mfgs. Mutual Ins. Co. no action 'CC'/Negative.


KMART CORP: Asks Court to Fix May 6 Distribution Record Date
------------------------------------------------------------
Rule 3021 of the Federal Rules of Bankruptcy Procedure, titled
"Distribution Under Plan," provides that (a) creditors include
holders of bonds, debentures, notes and other debt securities
and (b) interest holders include the holders of stock and other
equity securities of record at the time distributions commence
unless a different time is fixed by a chapter 11 plan or the
confirmation order.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, tells the Court that the distributions commenced under the
confirmed Kmart Plan on May 6, 2003.  On that date, the Plan was
substantially consummated in that, among other things:

  -- credit was extended and made available to the Debtors under
     the $2,000,000,000 Exit Financing Facility;

  -- the Plan Investors ESL Investments Inc. and Third Avenue
     Value Fund funded $187,000,000;

  -- the Kmart creditor trust was funded;

  -- the collateral trust establishing the trade vendor lien
     became fully effective; and

  -- the restructuring transactions were consummated.

These distributions were also made on that date:

    (1) a total of $243,224,909 in cash was distributed to the
        holders of Allowed Prepetition Lender Claims other than
        the Plan Investors; and

    (2) Kmart Holdings Corporation distributed 89,677,509 shares
        of its common stock, including:

          (i) 32,723,775 shares to the Plan Investors;

         (ii) 25,008,573 shares to the servicers of Prepetition
              Note Claims; and

        (iii) 31,945,161 shares to the Disbursing Agent for
              distribution to the holders of Trade Vendor and
              Lease Rejection Claims.

Based on the distributions and Bankruptcy Rule 3021, the Debtors
ask the Court to confirm May 6, 2003 as the record date for
distribution purposes.  Mr. Butler explains that the
establishment of that date is not only consistent with
Bankruptcy Rule 3021, but is important to Reorganized Kmart
because claims continue to trade in these cases. (Kmart
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LA PETITE ACADEMY: Fails to Beat Form 10-Q Filing Deadline
----------------------------------------------------------
La Petite Academy, Inc., is unable to file its Quarterly Report
on Form 10-Q for the quarterly period ended April 5, 2003
without unreasonable effort or expense due to the inability of
management to complete the preparation of the required interim
financial statements for the third quarter of fiscal 2003 for
the reasons discussed below.

The Company had also previously filed (a) on September 27, 2002,
a Notification of Late Filing on Form 12b-25 with respect to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 29, 2002, (b) on December 3, 2002, a Notification of Late
Filing on Form 12b-25 with respect to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended October 19,
2002 and (c) on February 25, 2003, a Notification of Late Filing
on Form 12b-25 with respect to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended January 11, 2003. On
February 21, 2003, the Company filed its Annual Report of Form
10-K. The Company still has not filed its Quarterly Report on
Form 10-Q for the first and second quarters of fiscal 2003 due
to the inability of management to complete the preparation of
the required interim financial statements for the reasons
discussed below.

As previously disclosed in the Company's Annual Report on Form
10-K filed on February 21, 2003, the Company determined
subsequent to April 2002 that certain asset, liability, revenue
and expense items were incorrectly reported or recognized in
previously issued quarterly and annual financial statements. The
correction of these errors resulted in total charges to current
and prior year earnings of approximately $32.5 million, on an
after-tax basis. The Company has restated, among other things,
its balance sheet as of June 30, 2001 and statements of
operations and comprehensive loss and cash flows for each of the
52 weeks ended June 30, 2001 and the unaudited quarterly
selected financial data for each of the fiscal quarters in the
52 weeks ended June 29, 2002. Accordingly, the Company's
restated unaudited quarterly financial statements for the first,
second and third fiscal quarters of fiscal 2002 are required to
be included in the Company's Quarterly Report on Form 10-Q for
the quarterly and the forty week period ended April 5, 2003.

Given the amount of the Company's resources and management
attention that were required to complete the restatements in
order to be able to file the Annual Report on Form 10-K by
February 21, 2003, the number of items to be restated during the
first, second and third quarters of fiscal 2002, the magnitude
of the charges and the continued inability of management to
complete the preparation of the Company's unaudited interim
financial statements for the fiscal quarters ended October 19,
2002 and January 11, 2003, it is not feasible for management of
the Company to complete the preparation of the Company's
unaudited interim financial statements for the quarterly period
ended April 5, 2003 and for the Company to file its Quarterly
Report on Form 10-Q in a timely manner without unreasonable
effort or expense, nor can a reasonable estimate of the
Company's results for the quarterly fiscal period be made at
this time.

As reported in Troubled Company Reporter's May 5, 2003 edition,
La Petite Academy, Inc. and its parent, LPA Holding Corp., are
currently in default under its Credit Agreement. As of
April 8, 2003, the Company failed to comply with certain
informational covenants contained in the Credit Agreement.
Specifically, (a) in the course of preparing and reviewing the
draft Quarterly Reports on Form 10-Q for the fiscal quarters
ended October 19, 2002 and January 11, 2003, the Company
discovered and subsequently notified the lenders under the
Credit Agreement that the financial information previously
furnished to the lenders pursuant to the Credit Agreement for
the thirty-two week fiscal period ended February 8, 2003
overstated income before taxes; (b) the financial information
for the thirty-six week fiscal period ended March 8, 2003 has
not been provided to the lenders pursuant to the Credit
Agreement within the time period required thereby; (c) the
financial information for the quarter ended January 11, 2003 has
not been provided to the lenders pursuant to the Credit
Agreement within the time period required thereby; and (d) a
list of all material assets acquired by the Company and its
subsidiaries during the four-week fiscal period ended March 8,
2003 has not been provided to the lenders pursuant to the Credit
Agreement within the time period required thereby. In addition,
the Company failed to comply with the covenant contained in the
Credit Agreement requiring the Company to file by April 15, 2003
its Quarterly Reports on Form 10-Q for the fiscal quarters ended
October 19, 2002 and January 11, 2003 with the Securities and
Exchange Commission. As the Company has previously disclosed on
Forms 12b-25, the Company has been unable to file its Quarterly
Reports on Form 10-Q for the fiscal quarters ended October 19,
2002 and January 11, 2003 on a timely basis due to the inability
of management to complete the preparation of the required
unaudited financial statements without unreasonable effort or
expense.

The Company received a limited waiver of the defaults from the
lenders under the Credit Agreement on April 22, 2003. The
limited waiver provides that the lenders will not exercise their
rights and remedies under the Credit Agreement with respect to
such defaults during the period through May 31, 2003. The
Company and LPA Holding Corp. expect to continue discussions
with the lenders under the Credit Agreement to obtain a
permanent waiver of the foregoing defaults. There can be no
assurance that the Company will be able to obtain such a
permanent waiver to the Credit Agreement. The failure to do so
would have a material adverse effect on the Company.


LA QUINTA CORP: Board Declares Dividend on 9% Preferred Stock
-------------------------------------------------------------
La Quinta Properties, Inc., announced that the Board of
Directors declared a dividend of $0.5625 per depositary share on
its 9% Series A Cumulative Redeemable Preferred Stock for the
period from April 1, 2003 to June 30, 2003. Shareholders of
record on June 13, 2003 will be paid the dividend of $0.5625 per
depositary share of Preferred Stock on June 30, 2003.

Dividends on the Series A Preferred Stock are cumulative from
the date of original issuance and are payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of
each year (or, if not a business date, on the next succeeding
business day) at the rate of 9% of the liquidation preference
per annum (equivalent to an annual rate of $2.25 per depositary
share).

Dallas-based La Quinta Corporation (NYSE: LQI), a leading
limited service lodging company, owns, operates or franchises
over 350 La Quinta Inns and La Quinta Inn & Suites in 33 states.
Today's news release, as well as other information about La
Quinta, is available on the Internet at www.LQ.com .

As reported in Troubled Company Reporter's March 13, 2003
edition, Fitch Ratings assigned a rating of 'BB-' to the $250
million senior unsecured notes due 2011 being issued by La
Quinta. The Rating Outlook is Negative.

The ratings reflect La Quinta's sizable and geographically
diverse asset base of owned hotel properties, healthy liquidity,
improved balance sheet, experienced management team, and track
record in a challenging environment. Risks include the very weak
lodging environment, the resulting pressures on credit
statistics and marginal free cash generation, required access to
external capital over the intermediate term and significant
competition in its sector that includes companies with far
greater resources.

The Negative Rating Outlook reflects the weak lodging
fundamentals that have disproportionately affected LQI's results
due to (i) LQI's significant exposure to underperforming markets
and (ii) downward pricing pressure and lower occupancy at
limited service hotels as full service hotels scale back
pricing.


LD BRINKMAN: US Trustee Appoints Official Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 6 appointed 5 members to an
Official Committee of Unsecured Creditors in L.D. Brinkman
Holdings, Inc.'s Chapter 11 cases:

       1. June M. Blaine
          Chief Financial Officer
          Eliane Ceramic Tiles, Inc.
          2817 Dairy Milk Lane
          Dallas, TX 75229-4704
          (972) 481-7854
          (972) 481-7855 FAX
          www.eliane.com.br

       2. Anthony Bernardi
          Belmondo, Inc.
          129 Seegers Ave.
          Elk Grove Village, IL 60007
          (847) 952-3778
          (847) 952-3777 FAX
          yestile@aol.com

       3. Weldon P. Barfield, Vice-President
          Universal Display & Fixtures Company
          726 East Highway 121
          Lewisville, TX 75057-4159
          (972) 221-5022
          (972) 221-6624 FAX
          www.udfc.com

       4. Peter Boschmans
          Balta US, Inc.
          200 Munekata Dr.
          Dalton, GA 30721
          (706) 278-8008
          (706) 278-8108 FAX
          Peter.Boschmans@baltagroup.com

       5. Peter Boschmans
          Balterio US, Inc.
          200 Muneka Dr.
          Dalton, GA 30721
          (706) 278-8008
          (706) 278-8108 FAX
          Peter.Boschmans@baltagroup.com

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

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.


LMI TECHNOLOGIES: Facing Infringement Suit Filed by Perceptron
--------------------------------------------------------------
Perceptron, Inc. (Nasdaq: PRCP) has served LMI Technologies
Inc., with a complaint charging infringement of two of its
sensor calibration and alignment patents. The action, commenced
in March, 2003, is pending in the United States District Court
for the Eastern District of Michigan.

Perceptron has been engaged in another legal action against LMI
since December, 2001 to collect a judgment it was awarded
against an LMI subsidiary, Sensor Adaptive Machines, Inc., by
the United States District Court for the Eastern District of
Michigan in December, 1998 following an 8 week trial. The United
States Court of Appeals for the Sixth Circuit dismissed SAMI's
appeal of the judgment in July, 2000. The judgment with interest
today exceeds $1.1 million plus legal fees, which Perceptron is
also seeking to recover.

Perceptron alleges that upon the issuance of the federal court
judgment in favor of Perceptron, SAMI's assets and intellectual
property were transferred to LMI and its affiliate, Diffracto
Ltd. At the time SAMI and Diffracto were wholly owned
subsidiaries of LMI. This left SAMI unable to pay its creditors,
including Perceptron, before SAMI was liquidated in bankruptcy.
The trial of this action is scheduled to commence on October 14,
2003.

Perceptron was served on May 30, 2003, with a complaint from LMI
charging infringement under two of the patents transferred to
LMI from SAMI. This action is pending in the United States
District Court for the Eastern District of Michigan.

Alfred A. Pease, Chairman and CEO of Perceptron, commented, "We
view LMI's action as completely without merit. We will continue
to vigorously pursue our efforts to collect our judgment against
SAMI and defend our intellectual property position."

Perceptron produces information-based process improvement
solutions for industry as well as technology components for non-
contact measurement and inspection applications. Automotive and
manufacturing companies throughout the world rely on
Perceptron's process management solutions to help them improve
quality, shorten product launch times and reduce overall
manufacturing costs.

Headquartered in Plymouth, MI, Perceptron has approximately 215
employees worldwide, with facilities in the United States,
Germany, Slovakia, Spain, France, Brazil, and Japan. For more
information, please visit http://www.perceptron.com


MAGELLAN HEALTH: Gets Nod to Sell New Mexico Property for $1.8MM
----------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates
obtained the Court's authority to sell a New Mexico Property,
free and clear of liens, claims and encumbrances to Gadsen
Independent School District pursuant to the terms and conditions
set forth in the Agreement and pay the commission to RECON after
the closing of the sale.

Debtor Charter Hospital of Santa Teresa, Inc., is the owner of
certain non-residential real property and personal property
located in the County of Dona Ana, New Mexico, which was
previously used as a psychiatric hospital. However, five years
ago, the Magellan Health Debtors determined to cease operations
at all of their psychiatric hospitals and began marketing the
Property.  In the four years since the Debtors began marketing
the Property, the Debtors have received only two purchase
offers.  The Debtors received the first offer to purchase the
property two years ago.  However, the parties were unable to
consummate a sale of the Property at that time because the
potential purchaser was not able to obtain financing.

The Debtors are selling the Property to the Gadsen Independent
School District for $1,800,000.

Prior to the Petition Date, the Debtors determined to enter into
an agreement dated January 31, 2003 with Gadsen regarding the
sale of the Property, which provides for payment in four
installments.  The $750,000 initial payment would be made on the
date of the closing, plus subsequent payments of $364,000,
$378,560 and $393,702, will be made annually over the next three
years, which include interest at the rate of 4% per year.  The
Agreement also provides for the Property to be sold free and
clear of all liens and encumbrances.  In addition, the Debtors
are responsible for the payment of a 6% commission of the
Purchase Price to RECON, the Debtors' real estate broker, after
the closing of the sale. (Magellan Bankruptcy News, Issue No. 8:
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARSULEX INC: S&P Cuts Ratings on Financial Flexibility Concerns
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on environmental compliance solutions
provider Marsulex Inc. to 'BB-' from 'BB', and lowered its
rating on its senior subordinated notes to 'B' from 'B'-plus due
to concerns regarding near-term financial flexibility. The
outlook is negative.

"The ratings on Marsulex Inc. reflect the company's limited
near-term financial flexibility, its smaller revenue base,
caused by the divestiture of noncore businesses, its reliance on
debt-to-finance growth, and on the successful commercialization
of new technologies to restore profitability growth," said
Standard & Poor's credit analyst Michelle Aubin. These factors
are offset by its focus on value-added environmental services
and its established customer base, with which it operates
dedicated facilities that generate predictable revenues via
long-term, predominantly fee-based, contracts.

Toronto, Ont.-based Marsulex Inc. is a provider of outsourced
environmental compliance solutions, with a focus on air quality
compliance for companies primarily in the oil refining and power
generating industries. Marsulex also upgrades sulfur to saleable
chemicals and markets them to customers predominantly in the
pulp and paper, and water treatment industries in western
Canada, via its Western Market segment.

The divestiture of noncore assets contributed to the 41%
decrease in 2002 revenues to C$138.3 million, as compared with
the previous year. Adjusted operating margins improved to 24% in
the quarter ended March 31, 2003, from 18.3% for the same period
in 2001. Due to the difficulty in procuring appropriate
financing, Marsulex and Santee Cooper mutually decided to cancel
their contract for the ammonium sulfate-scrubbing project at
Santee Cooper's Winyah Power Generating Station. Consequently,
overall profitability in 2002 was negatively affected by a C$9.5
million writedown of capitalized project costs relating to the
cancellation of this project. Marsulex's net loss in 2002 was
C$7.7 million. The divestiture of noncore assets completed in
2001 allowed for a material debt reduction from C$232.9 million
at year-end in fiscal 2000. Total lease-adjusted debt as at
March 31, 2003 was C$97.7 million and debt to capital was 51.6%,
down from its peak of 82% in December 2000. Nevertheless, with
EBITDA interest coverage at 2.9x as at March 31, 2003, credit
protection measures remain weak for the ratings category.
Appropriate EBITDA interest coverage should be around 4x for the
ratings category, and funds from operations-to-total debt should
be in the 25% area.

The negative outlook reflects Standard & Poor's belief that
Marsulex's financial flexibility is constrained. Hence, ratings
could be lowered further if Marsulex does not secure the
required financing for its Syncrude project and if the company
does not maintain appropriate credit measures.


MCSI INC: Commences Voluntary Chapter 11 Reorganization
-------------------------------------------------------
MCSi, Inc., along with its domestic subsidiaries, voluntarily
filed for reorganization under Chapter 11 of the Bankruptcy
Code. The Company is actively engaged in negotiating a
comprehensive restructuring plan with the lenders under its
secured credit facility and expects to file a plan of
reorganization early this summer.

In connection with the filing, the Company reached an interim
agreement with the lenders to use cash collateral which, upon
court approval, will enable the Company to fund post-petition
trade and employee obligations, as well as its ongoing operating
needs. To supplement these funds, the Company has also finalized
a term sheet with certain of its existing lenders for a $10
million "Debtor in Possession" (DIP) financing facility to
provide additional liquidity during the restructuring process.
The Company expects to finalize its cash collateral arrangements
as part of the completion of the documentation of the DIP
facility.

The Company expects to conduct business as usual during the
reorganization, including continuing work on its ongoing
projects and fully servicing its customer requirements on an
uninterrupted basis. Employees will continue to receive wages,
and vendors will be paid for post-petition goods and services.

Gordon Strickland, MCSi's President and Chief Executive Officer,
stated: "This filing and our agreements with the lenders are
important milestones in our efforts to restructure the Company
as we work towards a fast-track reorganization. We expect that
this substantive progress with our lenders, together with our
previously announced restructuring initiatives, will result in a
stronger, more competitive MCSi."

Mr. Strickland continued: "We appreciate the confidence our
lender group, vendor partners, customers and employees have
shown us in supporting our efforts during this difficult
process."

MCSi is a leading provider of state-of-the-art presentation,
broadcast and supporting network technologies for businesses,
churches, government agencies and educational institutions. From
offices located throughout the United States, MCSi draws on its
strategic partnerships with top manufacturers to deliver a
comprehensive array of audio, display and professional video
innovations. MCSi also offers proprietary systems pre-engineered
to meet the need for turnkey integrated solutions.

As a full service provider of enterprise wide technology
solutions, MCSi complements its product offerings with a
design/build approach that includes consultation, design
engineering, product procurement, systems integration, end-user
training and post sales support. MCSi's value-added service
approach, made seamless by the ongoing exchange between
customers and representatives from its strategic support teams,
ensures that customers receive dedicated attention and long-term
commitment to support their investment. Additional information
regarding MCSi can be obtained by calling 800.516.0600 or by
visiting http://www.mcsinet.com


MEDSOLUTIONS INC: Deficits Raise Going Concern Doubts
-----------------------------------------------------
MedSolutions, Inc. was incorporated in Texas in 1993, and
through its wholly owned subsidiary, EnviroClean Management
Services, Inc., principally collects, transports and disposes of
regulated medical waste in north and south Texas.

The Company incurred consolidated net losses in all years prior
to and including December 31, 2002.  Additionally, the Company
has significant deficits in both working capital and
stockholders' equity.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Historically, stockholders of the Company have funded cash flow
deficits. However, the stockholders are under no specific
funding obligation.

The Company's revenues increased $368,595, or 30.5%, to
$1,577,187 during the three months ended March 31, 2003 from
$1,208,592 during the three months ended March 31, 2002. The
increase in revenue from 2002 was primarily due in part to
higher medical waste charges to current and new customers
including price  increases, from higher disposal fees charged to
UTMB because of incinerator downtime in 2003, to special
billings of approximately $83,000 to a customer who did not
renew their service contract with the Company and to special
billings of approximately $132,000 to another customer who is
said to be not abiding by the terms of their contract with
MedSolutions concerning delivery of specified volumes, partly
offset by slightly reduced volume of medical waste processed.

Cost of revenues decreased $26,234, or 2.9%, to $884,513 during
the three months ended March 31, 2003 from $910,747 during the
three months ended March 31, 2002. The decrease was primarily
due to dramatically  lower costs of third-party regulated
medical waste disposal costs compared to the same period of 2002
and slightly lower container costs offset by higher
transportation and in-house treatment and waste disposal costs.

Selling, general and administrative expenses increased $143,461,
or 33.3%, to $574,584 during the three  months ended March 31,
2003 from $431,123 during the three months ended March 31, 2002.
The increase was attributable principally to higher payroll and
payroll-related expenses, relocation costs of its new executive
vice president and chief operating officer and higher travel
expenses.

Depreciation and amortization increased by $26,875, or 96.7%, to
$54,662 during the three months ended March 31, 2003 from
$27,787 during the three months ended March 31, 2002.  The
increase was due primarily to depreciation expense related to
the installation and start-up of the autoclave at the Garland
facility in August 2002.

MedSolutions allowed its President to convert his advances
receivable into Company common stock at a  conversion rate of
$0.75 per share. In connection with such conversion, the Company
charged $28,300 to debt conversion expense in the first quarter
of 2002. There was no comparable charge in 2003.

Interest expense decreased $1,538, or 4.9%, to $29,941 during
the three months ended March 31, 2003 from  $31,479 during the
three months ended March 31, 2002.  Interest expense declined
slightly in EMSI and increased slightly in the parent company
during the current period . In 2002 the Company charged interest
for $7,500 on pending litigation related to the Texas Smart Jobs
with no comparable charge in 2003.  This reduction was offset by
higher interest expense on the stockholder loans entered into in
August and September 2002.

On March 3, 2003 MedSolutions reached a settlement with the
State of Texas, the terms of which will require that
MedSolutions pay the State $240,620, with no interest, in 36
equal installments of $6,684, commencing on or about April 30,
2003.  The settlement also requires that the Company
retroactively pay $6,110 to those employees, or past employees,
whom the Company was obligated to pay, but failed to pay in
full, pursuant to the Smart Jobs Program. Accordingly, the
Company has reduced the litigation accrual by the amount of
$180,465, of the settlement to be paid in years subsequent to
December 31, 2003. The Company credited the excess litigation
accrual and the accrued interest expense related to the Smart
Jobs litigation to income in February 2003 in the amount of
$147,270.

Other income consists principally of debt extinguishments from
certain creditors with whom the companies  either reached
legally binding agreements whereby certain debt was forgiven or
the statute of limitations had passed whereby the debt holders
lost their right to present legal claims against MedSolutions.
The Company recorded such extinguishments as other income.

The net loss was $212,668 during the three months ended
March 31, 2002 compared to net income of $206,219  during the
three months ended March 31, 2003. The turn-around in net income
in 2003 was primarily due to the factors described above.

The Company is of the opinion that its existing cash position
and cash flow from operations will not enable it to satisfy its
current cash requirements.  It will be required to obtain
additional financing to implement its business plan.
Historically, it has met its cash requirements from a
combination of revenues from operations (which by themselves
have been insufficient to meet such requirements), shareholder
loans and advances, and proceeds from the sale of debt and
equity securities.

The following factors raise substantial doubt about the
Company's ability to continue as a going concern:  As indicated
by the Company's year end consolidated financial statements, the
Company incurred consolidated net losses of $285,726 and
$2,007,861 for the years ended December 31, 2002 and 2001,
respectively. Additionally, the Company has significant deficits
in both working capital and stockholders' equity at December 31,
2002 and March 31, 2003.


METROCALL: Makes $10MM Prepayment on 12% Senior Sub. PIK Notes
--------------------------------------------------------------
Metrocall Holdings, Inc. (OTCBB:MTOH), the second largest
narrowband wireless paging carrier in the United States, has
made a $10 million prepayment on account of approximately $21.5
million aggregate principal amount outstanding on its 12% senior
subordinated PIK Notes.

This and other recent accelerated prepayments on account of
Metrocall's newly retired $60 million senior debt facility
leaves Metrocall with a remaining debt balance of approximately
$11.5 million outstanding, including accrued interest. In
addition, the Company has outstanding preferred stock with a
liquidation preference of approximately $64.4 million and one
million shares of common stock.

Please refer to Metrocall's most recent report on Form 10-Q and
annual report on Form 10-K for details on these securities.
Unrestricted cash balances after the repayment were
approximately $14 million. Since its October 2002
reorganization, the Company has repaid $70 million aggregate
principal amount of the original total of $80 million in debt
securities issued in connection with its reorganization.

Vincent D. Kelly, Metrocall's President and CEO said, "This
prepayment is further confirmation that the Company's operations
are performing well. Metrocall is focused on becoming debt free
as soon as possible to enhance our ability to operate in a
competitive and challenging wireless communications
marketplace."

Metrocall, Inc. headquartered in Alexandria, Virginia, is the
nation's second largest narrowband wireless messaging provider
offering paging products and other wireless services to business
and individual subscribers.

With national networks and operations in over 100 locations, the
Company provides reliable and cost effective wireless services
that are well suited for solving the mobile business
communication needs of enterprises. Metrocall focuses on the
business-to-business marketplace and supports organizations of
all sizes, with a special emphasis on the medical and government
sectors.

In addition to traditional numeric and one-way word paging, the
Company also offers two-way interactive advanced messaging,
wireless e-mail solutions, as well as mobile voice and data
services through AT&T Wireless and Nextel. Also, Metrocall
offers Integrated Resource Management Systems with wireless
connectivity solutions for medical, business and campus
environments.

For more information on Metrocall please visit
http://www.metrocall.com

Metrocall Inc., filed for Chapter 11 protection under the
federal bankruptcy laws on June 3, 2002 (Bankr. Del. Case No.
02-11579-RSB). Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young & Jones, represents the Debtor in these cases.


MIRANT: Commences Exchange Offer for $1.45BB of Existing Bonds
--------------------------------------------------------------
Mirant (NYSE: MIR) has offered to exchange $750 million of 2.5
percent convertible debentures (due 2021 but puttable in 2004),
and $200 million of 7.4 percent senior notes (due 2004) for new
senior secured notes (due 2008).

Mirant said it is offering $1,000 of the new secured notes for
each $1,000 of the convertible debentures, and $1,000 of the new
secured notes for each $1,000 of the senior notes.

Mirant also announced that Mirant Americas Generation LLC, a
Mirant subsidiary, is offering $1,000 principal amount of new
secured debt in exchange for each $1,000 principal amount of the
$500 million face amount of its outstanding 7.625 percent senior
notes due 2006.

In addition to the bond debt restructuring, Mirant is
negotiating with its bank lenders to obtain new senior secured
revolving and term loan credit facilities to refinance Mirant's
and MAG's existing credit facilities. The company said no
agreement has been reached with its banks but that on May 29,
Mirant obtained an extension of its waiver agreement with its
banks to July 14.

The new senior secured credit facilities and the new notes would
be secured by first priority liens on the assets of certain
direct and indirect U.S. subsidiaries of Mirant, shared equally
and ratably among the holders of the new notes, the new MAG
notes, and the new credit facilities. They will also be backed
by a pledge of 100 percent of the stock of certain indirect U.S.
subsidiaries of Mirant and 65 percent of the stock of certain
indirect foreign subsidiaries of Mirant. Currently, none of the
Mirant or MAG debt that is the subject of the exchange offers
and bank negotiations is secured. On May 30, two of the agent
banks informed Mirant that they do not support sharing first
priority liens with bondholders.

Marce Fuller, president and chief executive officer, said,
"After a great deal of analysis, we concluded that this bond
debt restructuring, coupled with a concurrent bank debt
restructuring, is the best way for all of our creditors to
receive full payment for what we owe them, while taking steps to
preserve value for our shareholders. We believe these exchange
offers meet the needs of our debtholders and also are in the
best interest of Mirant's various stakeholders." Implementation
of the bond debt exchange offers is contingent upon successful
renegotiation of the bank debt, Mirant said.

As a part of its exchange offer, Mirant is also asking holders
of the target Mirant debt to vote in favor of a "fast track"
pre-packaged plan of reorganization, in case an insufficient
number of banks or bondholders agree with its out-of-court
restructuring plan. The terms of the plan of reorganization are
substantially similar to the terms of the exchange offer and
bank debt refinancing, and would not affect other creditors of
Mirant or MAG.

Refinancing of the credit facilities requires the agreement of
all of the company's banks. The Mirant exchange offers currently
require holders of 85 percent of the face amount of the Mirant
debt sought for exchange to agree to a new plan. By comparison,
a pre-packaged Chapter 11 reorganization only requires the
approval of two-thirds in amount, and more than one-half in
number, of the solicited creditors who actually vote on the
plan. Upon confirmation of a plan of reorganization, all
affected creditors are bound by its terms, whether they voted or
not and regardless of whether they voted in favor or not.

"Although our strong preference is to do this restructuring out
of court -- and we are hopeful we can do so -- an in-court
restructuring plan would provide essentially the same financial
consideration to existing debt holders as is offered under the
exchange offer," Ms. Fuller said.

The exchange offers, whose terms are fully described in the
exchange offer and disclosure statement documents provided by
the company to its target debtholders, will expire on June 27,
2003 unless extended. The exchange offer documents have been
filed with the Securities and Exchange Commission, and are
available on the company's web site, at www.mirant.com .

Mirant is a competitive energy company that produces and sells
electricity in the United States, the Philippines and the
Caribbean. The company owns or controls approximately 22,000
megawatts of electric generating capacity around the world.
Mirant integrates risk management and marketing activities with
its extensive asset portfolio.


MITEC TELECOM: Signs Letter of Intent to Sell Swedish Subsidiary
----------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and
manufacturer of wireless network products, has signed a letter
of intent with Partnertech AB of Sweden, pursuant to which
Partnertech has agreed to buy all of the outstanding shares of
BEVE Electronics AB, Mitec's principal manufacturing operation
in Sweden.

The conclusion of the transaction, which is conditional upon due
diligence, is expected within the next six weeks. However, the
potential sale does not include BEVE's real estate in Sweden.
These assets will remain a separate wholly-owned subsidiary of
Mitec Telecom.

"We believe that the decision to sell BEVE Electronics to
Partnertech is good for Mitec's shareholders, for the customers
of BEVE Electronics, and for our employees in Sweden. Moreover,
it is in line with our articulated business strategy that
involves divesting of non-core operations and consolidating our
global operations," said Mitec President and CEO Rajiv Pancholy.
"Partnertech, which develops and manufactures electronic
products under contract for leading companies, particularly in
telecommunications, brings well established expertise and
credibility to BEVE. Therefore, this transaction is a very good
fit for all parties involved."

Mitec Telecom is a leading designer and provider of wireless
network products for the telecommunications industry. The
Company sells its products worldwide to network providers for
incorporation into high-performing wireless networks used in
voice and data/Internet communications. Additionally, the
Company provides value-added services from design to final
assembly and maintains test facilities covering a range from DC
to 60 GHz. Headquartered in Montreal, Canada, the Company also
operates facilities in the United States, Sweden, the United
Kingdom, China and Thailand.

Mitec Telecom Inc. is listed on the Toronto Stock Exchange under
the symbol MTM. On-line information about Mitec is available at
http://www.mitectelecom.com

Mitec Telecom's January 31, 2003 balance sheet shows a working
capital deficit of about C$17 million, while total shareholders'
equity is down to $26 million from about $48 million recorded at
April 30, 2002.


MORGAN STANLEY: S&P Keeps Watch on B/CCC Note Classes Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on classes
B, C, D, and E of Morgan Stanley Dean Witter Capital I Inc.'s
commercial mortgage securities pass-through certificates series
2000-XLF on CreditWatch with negative implications.

The CreditWatch actions reflect uncertainty surrounding a
pending appraisal reduction of the Market Center loan, which
represents 60% of the pool balance, or $160 million out of a
current deal balance of $265.3 million. Such an appraisal
reduction will cause some certificates to not receive timely
interest payments. The Market Center loan defaulted at maturity
on Feb. 1, 2003. Since that time, the servicer, Midland Loan
Services Inc., has advanced interest payments.

The ratings will remain on CreditWatch negative until the size
of the appraisal reduction taken for the Market Center loan can
be determined. Should these certificates not receive their full
and timely interest payments, the ratings on them could be
lowered. Such a rating action will be dependent upon the size of
the appraisal reduction and the length of time it takes to sell
the Market Center property.

                RATINGS PLACED ON CREDITWATCH NEGATIVE

              Morgan Stanley Dean Witter Capital I Inc.
                Pass-through certs series 2000-XLF

               Class             Rating
                         To                  From
               B         AA/Watch Neg        AA
               C         BBB/Watch Neg       BBB
               D         B/Watch Neg         B
               E         CCC/Watch Neg       CCC


NATL EQUIPMENT: S&P Drops Rating to D after Failed $14MM Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and subordinated debt ratings on National Equipment Services
Inc., to 'D' from 'CCC' following the company's failure to make
$13.8 million in interest payments that were due on its
subordinated notes on May 30, 2003. At the same time, Standard &
Poor's lowered the senior secured bank loan rating to 'C' from
'CCC'. All ratings are removed from CreditWatch where they were
placed on March 24, 2003.

The banks exercised their right to block the interest payments
on the subordinated notes. The company's credit facility is due
to mature in July 2003. NES is currently working with its
creditors to restructure; however, failure to do so could result
in a bankruptcy filing.

Evanston Ill.-based equipment-rental company NES operates in
more than 180 locations in 37 states and Canada offering general
construction and other equipment to construction, petro-
chemical, and industrial end-users. Deteriorating construction
market conditions, weak industrial markets, and an excess of
fleet industry-wide had afffected operating performance. The
company has a heavy debt burden and significant near-term
maturities.


NEENAH FOUNDRY: Reaches Restructuring Agreement with Bondholders
----------------------------------------------------------------
Neenah Foundry Company has reached an agreement in principal
with holders of a substantial majority of the Company's
outstanding 11-1/8% series A, B, D and F senior subordinated
notes due 2007 on the terms of a financial restructuring that it
expects to implement no later than September 30, 2003. The terms
of the restructuring, which modify those previously announced on
May 1, 2003, would eliminate a substantial amount of debt,
significantly reduce cash interest expense payments, and improve
the Company's balance sheet and operating flexibility.

The Company also has received an extension of the Forbearance
Agreement under its existing credit facility and commitments for
a new $95 million senior secured credit facility led by Fleet
Capital Corporation, consisting of a revolver and term loan.
Based on the revised transaction structure and with the support
of a substantial majority of the 11-1/8% Noteholders, the
Company intends to resolicit its noteholders for approval of the
restructuring through a "prepackaged" plan of reorganization
under Chapter 11 of the Bankruptcy Code.

"We appreciate the continued support of our customers,
suppliers, employees, lenders and noteholders as we complete
this plan to reduce our debt," said William Barrett, Chief
Executive Officer of Neenah. Barrett continued, "This
restructuring removes significant leverage and puts in place an
appropriate capital structure for the Company, providing us with
more flexibility and a stronger competitive position as the
economy and our industry improves. Now that the pieces are
coming together, we will be able to operate in the normal course
with no impact on our business while we complete the
restructuring process."

The key terms of the proposed restructuring include:

-- The Company's existing senior secured credit facility would
   be refinanced by a new $95 million senior credit facility
   consisting of a revolver and a term loan, and the issuance of
   new senior second secured notes.

-- Holders of the Company's existing 11-1/8% Notes would receive
   their pro rata share of (i) new senior subordinated notes in
   the aggregate principal amount of $100 million, (ii) 50% of
   the fully-diluted outstanding shares of the Company's parent,
   ACP Holdings, after giving effect to restructuring, and (iii)
   a $30 million cash payment.

-- Trade claims to the Company's suppliers would be paid in the
   ordinary course, consistent with the Company's normal
   business practices.

-- The existing common stock of the Company's parent, ACP
   Holdings, would be cancelled.

According to the terms of the proposed restructuring, holders of
the Company's existing 11-1/8% Notes would also be permitted to
subscribe for a unit comprised of such holder's pro rata share
of (x) new senior second secured notes and (y) new warrants
exercisable into 50% of the fully-diluted outstanding shares of
the Company's parent, ACP Holdings, after giving effect to the
restructuring.

The final restructuring will be subject to completing a number
of formal steps including funding of the exit financing
facilities which include the sale of the senior second secured
notes. The complete terms of the restructuring will be contained
in a Disclosure Statement to be distributed by the Company
following conclusion of applicable documentation. The Company's
Disclosure Statement will contain important information about
the Company, the restructuring, the new financing commitments,
and related matters. Noteholders are encouraged to carefully
read the document for information regarding these matters.

Neenah Foundry Company manufactures and markets a wide range of
iron castings and steel forgings for the heavy municipal market
and selected segments of the industrial markets. Neenah is one
of the larger independent foundry companies in the country, with
leading market share of the municipal and industrial markets for
gray and ductile iron castings and forged steel products.
Additional information about Neenah is available on the
Company's Web site at http://www.nfco.com


NORTEL: Supplies Infra. Solution to Midwest Wireless Network
------------------------------------------------------------
Midwest Wireless announced the commercial launch of the first
phase of its third generation (3G) CDMA2000 1X wireless network
based on an infrastructure solution from Nortel Networks
(NYSE:NT) (TSX:NT).

This deployment spans 68 counties in Minnesota, Iowa and
Wisconsin. More than 50 percent of Midwest Wireless' total
operational area is now enabled with CDMA2000 1X technology,
constituting more than two-thirds of the population served. The
remainder of Midwest Wireless' network is expected to be 1X-
enabled by the end of 2003.

The CDMA2000 1X Wireless Data Network positions Midwest Wireless
to boost network capacity to accommodate a greater number of
voice calls. CDMA2000 1X can double voice capacity and support
wireless data speeds of up to 153 Kbps, roughly 10 times faster
than rates available through circuit-based technology. The
network also positions Midwest Wireless to expand its line of
sophisticated wireless services, including advanced data
features for e-mail access and mobile Web browsing.

"As a regional provider, we're committed to bringing the very
latest wireless services to the individuals who live and work in
the Greater Midwest," said Dennis Miller, president and chief
executive officer, Midwest Wireless. "We're excited to deploy
this next generation network, which will open up a new world of
wireless services to our customers and enhance their lives
through expanded communication options."

"Our networking solutions boost capacity, create efficiencies
that can help reduce operating costs, and enable advanced new
voice and data service offerings," said Steve Slattery,
president and general manager, CDMA/TDMA, Wireless Networks,
Nortel Networks. "The network launched today with Midwest
Wireless rivals the capabilities of any major metro area."

Nortel Networks was originally selected by Midwest Wireless in
September 2002 to supply CDMA2000 1X radio access and Internet
Protocol core infrastructure equipment. Network deployments
began in the fourth quarter of last year, and are expected to
continue through 2003.

The CDMA2000 1X deployment is part of a nine-year relationship
between the two companies. Nortel Networks previously supplied
TDMA network equipment to Midwest Wireless.

Products from Nortel Networks Univity Wireless Data Network
portfolio deployed for Midwest Wireless include Univity CDMA
Metro Cell radio base station, Univity CDMA Base Station
Controller, and Univity CDMA Packet Data Serving Node equipment.

Nortel Networks Univity CDMA technology is designed to maximize
existing customer investments in spectrum and infrastructure, to
accommodate subscriber growth, and to help service providers
drive down capital and operating costs. A leader in CDMA since
1995, Nortel Networks has designed and deployed CDMA networks
over varying terrain and population densities for more than 65
operators across 17 countries, including more than 35,000 3G-
ready base stations.

Based in Mankato, Minn., Midwest Wireless is a leading wireless
services provider, with nearly 300,000 customers. The company's
wireless phone service offerings include ClearlyDigital and
Realm. Midwest Wireless is also a pioneer in the development of
wireless data and Internet access technologies, including
ClearWave, their fixed wireless broadband service that
wirelessly delivers high-speed Internet access to homes and
businesses. The company's new CDMA2000 1X network will
complement this service by also offering up to 153K Internet
access while mobile. More information on Midwest Wireless is
available at http://www.midwestwireless.com

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

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

Outlook is negative.

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

Nortel Networks Ltd.'s 6.125% bonds due 2006 (NT06CAN1) are
trading at about 95 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1for
real-time bond pricing.


NRG ENERGY: Joint Plan's Classification & Treatment of Claims
-------------------------------------------------------------
NRG Energy, Inc.'s Joint Plan of Reorganization groups claims
into a variety of classes based on creditors' rights against the
estates and outlines how those claims will be treated:

A. Administrative Expense Claims

   Each holder of an Allowed Administrative Expense Claim will
   receive Cash in an amount equal to the Allowed
   Administrative Expense Claim on the later of the Effective
   Date and due date the Administrative Expense Claim becomes an
   Allowed Administrative Expense Claim.  Except as provided,
   postpetition interest will not be paid on Allowed
   Administrative Claims.

B. Professional Compensation and Reimbursement Cleans; Fee
   Applications

   The holders of Professional Compensation and Reimbursement
   Claims will file their respective final applications for
   allowances of compensation for services rendered and
   reimbursement of expenses incurred through the Confirmation
   Date by no later than the date that is 90 days after the
   Confirmation Date, or other date as may be fixed by the
   Bankruptcy Court.

   If granted by the Bankruptcy Court, the award will be paid in
   full in amounts as are Allowed by the Bankruptcy Court
   either:

   (a) on the date the Professional Compensation and
       Reimbursement Claim becomes an Allowed Professional
       Compensation and Reimbursement Claim, or as soon
       as practicable thereafter, or

   (b) upon other term as may be mutually agreed upon between
       the holder of an Allowed Professional Compensation and
       Reimbursement Claim and the Debtors.

   The failure to timely file a Fee Application will result in
   the Professional Compensation and Reimbursement Claim being
   forever barred and discharged.

C. Priority Tax Claims

   Each holder of an Allowed Priority Tax Claim will receive, in
   full and complete settlement, satisfaction and discharge of
   its Allowed Priority Tax Claim, including Postpetition
   Interest, Cash in an amount equal to the Allowed Priority Tax
   Claim on the later of the Effective Date and the date the
   Priority Tax Claim becomes an Allowed Priority Tax Claim.

D. Convenience Claims

   Holders of Unsecured Claims against any Debtor that otherwise
   would be included in Class 6 or Class 7, but with respect to
   each Claim, the applicable Claim either:

   (a) is equal to or less than $50,000; or

   (b) is reduced to $50,000, in full settlement of the claim,
       pursuant to an election by the holder made on the Ballot
       provided for voting on the Plan by the applicable voting
       deadline as specified in the Disclosure Statement, will
       be treated in accordance with Section 4.6 herein.

   For purposes of treatment under Class 2, multiple Claims of a
   holder against a particular Debtor arising in a series of
   similar or related transactions between the Debtor and the
   original holder of the Claims will be treated as a single
   Claim and no splitting of Claims will be recognized for
   purposes of distribution.

Class 1: Unsecured Priority Claims

   Each holder of a Class 1 Claim will receive Cash in an amount
   equal to the Allowed Amount of their Claim.  This is an
   unimpaired claim wherein the Claimant is deemed to accept the
   Plan.  The Debtors believe that there are no Class 1 Claims.

Class 2: Convenience Claims

   The estimated aggregate allowed amount for Convenience Claims
   is $1,710,000.  Each holder of an Allowed Claim in Class 2
   will receive Cash equal to the amount of the Claim against
   the Debtor.  The Class 2 Claimants are not entitled to voted
   but are deemed to accept the Plan.

Class 3: Secured Claims against Non-continuing Debtor
         Subsidiaries

   The estimated aggregate allowed amount for Class 3 is
   $388,256,000. At the Claimant's option, the Debtors will
   distribute to each holder of a Secured Claim classified in
   Class 3:

   (1) the Collateral securing the Allowed Secured Claim,

   (2) Cash in an amount equal to the proceeds actually realized
       from the sale, pursuant to Section 363(b) of the
       Bankruptcy Code, of any Collateral securing the Allowed
       Secured Claim, less the actual costs and expenses of
       disposing of Collateral, or

   (3) other treatment as may be agreed upon by the Debtors and
       the holder of the Allowed Secured Claim.

   Each holder of an Allowed Secured Claim, will retain the
   Liens securing the Claim as of the Confirmation Date until
   the Debtors will have made the distribution to the holder
   provided in Article IV of the Plan.  This is an impaired
   claim.

Class 4: Intentionally Omitted

Class 5: Miscellaneous Secured Claims

   The Debtors will distribute to each holder of an Allowed
   Miscellaneous Secured Claim:

   (1) the Collateral securing the Allowed Secured Claim,

   (2) Cash in an amount equal to the proceeds actually realized
       from the sale, pursuant to Section 363(b) of the
       Bankruptcy Code, of any Collateral securing the Allowed
       Secured Claim, less the actual costs and expenses of
       disposing of the Collateral, or

   (3) other treatment as may be agreed upon by the Debtors and
       the holder of an Allowed Miscellaneous Secured Claim.

   Each holder of an Allowed Claim in Class 5 will retain the
   Liens securing the Claim as of the Confirmation Date until
   the Debtors will have made the distribution to the holder
   provided in Article IV of the Plan.  The Debtors believe
   there is existing Claimant under this Class.

Class 6: NRG Unsecured Claims, including NRG Rejected Guaranty
         Claims

   The estimated aggregate allowed amount for the Unsecured
   Claims is $5,982,913,000.  Each holder of an Allowed Claim in
   Class 6 will receive its Pro Rata Share of:

   (a) on the Effective Date, the New NRG Senior Notes,

   (b) on the Effective Date, 100,000,000 shares of New NRG
       Common Stock, subject to dilution by the Management
       Incentive Plan, and

   (c) on the date of the Third Installment, Cash in an amount
       not less than the Release-Based Amount.

   This is an unimpaired claim.  Claimants can expect to recover
   53.3% of their Claim.

Class 7: PMI Unsecured Claims

   On the Effective Date, each holder of an Allowed Class 7
   Claim will receive its Pro Rata Share of New NRG Senior Notes
   and shares of New NRG Common Stock allocated to Class 7 from
   Class 6.  The PMI Unsecured Claims has an estimated aggregate
   allowed amount of $222,552,000.  The estimated percentage
   recovery of each Claimant is 46.8%.  Each claimant is
   entitled to vote to accept or reject the Plan.

Class 8: Unsecured Non-continuing Debtor Subsidiary Claims

   The estimated aggregate allowed amount for Class 8 Claims is
   $200,054,000.  Each holder of an Allowed Class 8 Claim will
   receive no distribution under the Plan on account of the
   Class 8 Claims.  This is an impaired claim wherein the
   Claimants are deemed to reject the Plan.

Class 9: NRG Intercompany Claim: to be determined

Class 10: Intentionally Omitted

Class 11: NRG Old Common Stock

   No property will be distributed to or retained by the holders
   of Allowed Equity Interests in Class 11.  On the Effective
   Date, each and every Equity Interest in Class 11 will be
   cancelled and discharged and the holders of Class 11 Equity
   Interests will receive no distribution under the Plan on
   account of the Equity Interests.  This is an impaired claim
   wherein each Claimant is deemed to reject the Plan.

Class 12: PMI Common Stock

   NRG will retain its 100% ownership interest in PMI.  This is
   an unimpaired claim wherein each Claimant is deemed to accept
   to the Plan.

Class 13: Securities Litigation Claims

   Each and every Claim in Class 13 will be cancelled and
   discharged and the holders of Class 13 Claims will receive no
   distribution under the Plan on account of the Claims.  This
   is an impaired claim wherein each Claimant is deemed to
   reject the Plan.

Class 14: Non-continuing Debtor Subsidiary Common Stock

   Each and every Equity Interest in Class 14 will be cancelled
   and discharged and the holders of Class 14 Equity Interest
   will receive no distribution under the Plan on account of the
   Equity Interests.  The Claimants are not entitled to vote and
   are deemed to reject the Plan.

The Allowed Claim will include amounts owed with respect to the
period prior to the Petition Date and applicable interest, fees
and other charges accrued and unpaid during the period.  Unless
otherwise provided, there will not be any distribution on
account of interest accrued from and after the Petition Date
through the Effective Date. (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, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL05USA1for
real-time bond pricing.


ONESOURCE TECH.: Financial Improvement Continue in First Quarter
---------------------------------------------------------------
OneSource Technologies, Inc. (OTCBB:OSRC) reported consolidated
revenues of $777 thousand for the quarter ended March 31, 2003,
a 14% increase over first quarter 2002 revenues of $679
thousand. Operating Profit and Net Loss of $22 thousand (less
than $0.00 per share) and $12 thousand (less than $0.00 per
share) respectively were also reported for the quarter-ended
March 31, 2003 compared to Operating Losses and Net Losses of
$73 thousand (less than $0.00 per share) and $110 thousand (less
than $0.00 per share) respectively for the quarter ended
March 31, 2002.

"First quarter 2003 results continue to show improvement," said
Michael Hirschey, CEO of the Company. "Operational problems in
the Company's maintenance division have been rectified and the
Company's supplies division continues to contribute positive
cash flow," continued Hirschey. "Now that the constructive
effects of restructuring and realignment changes implemented
last year are being realized, management is now focused on
growing the business," added Hirschey. "We will continue though,
to enhance infrastructure, management and operational processes
throughout 2003 so the Company can regain the momentum it
enjoyed in the past," concluded Hirschey.

OneSource is engaged in three closely related and complementary
lines of IT and business equipment support products and
services, 1) equipment maintenance services, 2) equipment
installation and integration services, and 3) value-added
equipment supply sales. Each segment also utilizes the Internet
to facilitate distribution of its service and product offerings.
OneSource is a leader in the technology equipment maintenance
and service industry and is the inventor of the unique OneSource
Flat-Rate Blanket Maintenance System(tm). This innovative patent
pending program provides customers with a Single Source for all
general office, computer and peripheral and industry-specific
equipment technology maintenance and installation services.

OneSource's Cartridge Care division is a quality leader in
remanufactured toner cartridge distribution in the southwest and
is the supplier of choice for a number of Fortune 1000 companies
in that region. OneSource has realigned this division and
invested heavily in eCommerce initiatives to stage the division
for substantial expansion over the next two years to enable
Cartridge Care to extend its high-quality reputation beyond its
southwestern regional roots.

At March 31, 2003, OneSource Technologies' balance sheet shows a
working capital deficit of about $1 million, and a total
shareholders' equity deficit of about $500,000.


OREGON STEEL: Hires Scott Montross as VP of Sales and Marketing
---------------------------------------------------------------
Oregon Steel Mills Inc. (NYSE:OS) President and CEO, Joe Corvin,
announced the hiring of Scott J. Montross as Vice President
Sales and Marketing, Portland Steelworks.

Prior to joining Oregon Steel Mills, Scott was Vice President of
Marketing and Sales for National Steel Corporation where he was
responsible for all commercial and marketing activity. Previous
to that, he held a variety of sales and marketing positions with
National Steel. Scott is a graduate of Colgate University.

At Oregon Steel Mills, Scott will be responsible for the sales
and marketing of the Company's plate and coil products.

Joe Corvin stated, "We are pleased to have Scott joining us. His
talents and leadership skills will be put to immediate use as we
grow our coil markets and customer base."

Mr. Corvin continued, "This is a difficult time in the steel
industry and I believe Scott's extensive experience in steel
markets will be beneficial to not only Oregon Steel but to our
customers."

Oregon Steel Mills, Inc. is organized into two divisions. The
Oregon Steel Division produces steel plate, coil and welded pipe
from plants located in Portland, Oregon, Napa, California and
Camrose, Alberta, Canada. The Rocky Mountain Steel Mills
Division, located in Pueblo, Colorado, produces steel rail, rod,
bar, and tubular products.

As reported in Troubled Company Reporter's April 7, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Portland, Oregon-based Oregon Steel
Mills Inc. to 'B+ 'from 'BB-'. The current outlook is stable.
The company has about $305 million in total debt.

"The downgrade reflects Standard & Poor's assessment that the
weaker than expected operating environment in Oregon Steel's key
markets, a shift to a lower product mix, and higher natural gas
and steel scrap costs will result in weakening financial
performance," said Standard & Poor's credit analyst Paul
Vastola.


ORION REFINING: Wants Nod to Bring-In Morris Nichols as Counsel
---------------------------------------------------------------
Orion Refining Corporation seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to retain and
employ Morris, Nichols, Arsht & Tunnel as its Bankruptcy
Counsel.

The Debtor wants to retain Morris Nichols because of the firm's
extensive experience and knowledge in the fields of, inter alia,
debtors' and creditors' rights, business reorganizations under
Chapter 11 of the Bankruptcy Code, and general corporate law,
and because of its expertise, experience, and knowledge in
practicing before this Court, its proximity to the Court and its
ability to respond quickly to emergency hearings and other
emergency matters in this Court.

In this engagement, the Debtor expects Morris Nichols to:

     a. perform all necessary services as the Debtor's counsel,
        including, without limitation, providing the Debtor with
        advice, representing the Debtor, and preparing all
        necessary documents on behalf of the Debtor in the areas
        of debtor in possession financing, corporate law, real
        estate, employee benefits, business and commercial
        litigation, tax, debt restructuring, bankruptcy and
        asset dispositions;

     b. take all necessary actions to protect and preserve the
        Debtor's estate during this Chapter 11 case, including
        the prosecution of actions by the Debtor, the defense of
        any actions commenced against the Debtor, negotiations
        concerning all litigation in which the Debtor is
        involved and objecting to claims filed against the
        estate;

     c. prepare or coordinate preparation on behalf of the
        Debtor, as debtor in possession, all necessary motions,
        applications, answers, orders, reports and papers in
        connection with the administration of this Chapter 11
        case;

     d. counsel the Debtor with regard to its rights and
        obligations as a debtor in possession; and

     e. perform all other necessary legal services.

Robert J. Dehney, Esq., a partner in Morris Nichols will lead
the team in this engagement.  Mr. Dehney discloses that Morris
Nichols will bill the Debtors at its current hourly rates of:

          Partners             $360 to $525 per hour
          Associates           $220 to $330 per hour
          Paraprofessionals    $155 per hour
          Case Clerks          $80 per hour

Orion Refining Corporation filed for chapter 11 protection on
May 13, 2003 (Bankr. Del. Case No. 03-11483).  When the Company
filed for protection from its creditors, it listed estimated
debts and assets of more than $100 million each.


OWENS CORNING: Asks Court to OK $43MM Enron Settlement Agreement
----------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, relates that prior to the Petition Date, Owens Corning
and Owens Corning Fiberglas A.S. Limitada were parties to a
number of agreements with Enron Corp. affiliates.  Generally,
these agreements obligated Enron-related entities to provide
energy and related services to Owens Corning and certain of its
affiliates.  Included among these agreements are:

  1. Energy Services Agreement: Under the ESA, Owens Corning
     Energy LLC, a limited liability company jointly owned by
     Owens Corning and Enron Energy Services Operations, Inc.,
     was obligated to provide:

     a. energy efficiency; and

     b. commodity management services to Owens Corning and
        certain of its affiliates.

     The energy efficiency services to be provided involved the
     identification by the OC Energy LLC of projects in
     specified Owens Corning facilities expected to save
     significant energy usage.  Assuming the project met
     specified criteria, the OC Energy LLC would implement it by
     means of its Construction Management Agreement with Enron
     Energy Services Operations.  When a project was fully
     constructed, Enron Energy Services Operations would lease
     the equipment to Owens Corning pursuant to a master lease.
     The commodity management services to be provided under the
     ESA gave the OC Energy LLC the right to propose agreements
     between Owens Corning and third parties for the provision
     to Owens Corning of energy contracts or commodity
     management services.

  2. Master Lease Agreement: Under this agreement, Enron Energy
     Services Operations leased to Owens Corning certain
     equipment installed in connection with projects undertaken
     pursuant to the ESA.

  3. Commodity Management Agreement: Under the CMA, Enron Energy
     Services, Inc. supplied or arranged for third parties to
     supply natural gas, oil and electricity to certain of Owens
     Corning's plants.

In addition to these agreements, Owens Corning is or was party
to other Enron-related agreements, including:

  1. the Promotions License Agreement dated as of September 16,
     1999 between Owens Corning and Enron Energy Services
     Operations;

  2. the Agreement for Facilities and Services dated as of
     January 14, 2000 between OC Brazil and Enron Energy
     Services International Leasing, Inc.;

  3. the Consulting Services Agreement dated as of January 14,
     2000 between Owens Corning and Enron Energy Services
     Operations;

  4. the Master Lease Agreement, dated as of September 27,
     2001, between Owens Corning and Enron Energy Services
     Operations; and

  5. other agreements or understandings between the parties
     relating to the ESA, the Construction Management Agreement,
     the CMA, the Promotions License Agreement, the Facilities
     and Services Agreement, the Consulting Services Agreement,
     the 2001 Master Lease, among others.

One or both of the OC Parties also were party to these
agreements:

  1. Master OC Energy LLC Lease Agreement, dated September 16,
     1999, between Owens Corning and the OC Energy LLC, together
     with related lease schedules; and

  2. Master Lease Agreement dated December 14, 1999, between OC
     Brazil and Enron Energy Services International Leasing,
     together with related lease schedules.

Ms. Stickles recounts that the Debtors sought and obtained the
Court's authority to assume, inter alia, some or all of the
agreements, as modified, pursuant to Section 365 of the
Bankruptcy Code.

By Order dated August 28, 2001, the Debtors were authorized to
amend certain of the agreements they had previously assumed, so
as to, among other things, include additional facilities under
the CMA and the ESA, and provide for the posting of a letter of
credit as security for certain of Owens Corning's reimbursement
obligations under the ESA.  The Order also approved the parties'
proposed new master lease agreement for future energy savings
projects constructed pursuant to the ESA.

According to Ms. Stickles, reports began to circulate in October
and November 2001 regarding the financial condition of Enron
Corp. and its subsidiaries.  Due to concern that a bankruptcy
filing was imminent, and based on statements made by certain
Enron employees that Enron Corp., Enron Energy Services, Enron
Energy Services Operations and Enron Energy Services
International Leasing would no longer honor their obligations
under some or all of the parties' agreements, the OC Parties
terminated some or all of the Enron Agreements by notices sent
on December 1, 2001.

Enron Corp. and certain of its affiliates, including Enron
Energy Services and Enron Energy Services Operations, filed
Chapter 11 bankruptcy cases on December 2, 2001 in the United
States Bankruptcy Court for the Southern District of New York.
At the time the Enron Debtors filed for bankruptcy, a number of
issues existed between and among the parties, including:

  1. Commodities:  The amount owed by Owens Corning on account
     of its purchases of commodities from the Enron Parties was
     in dispute.  The Enron Parties claim to be owed $20,000,000
     on account of these commodity purchases.  Owens Corning has
     disputed this asserted amount based on, among other things:

     a. concerns regarding the appropriate price to be charged
        for the commodities at issue;

     b. disagreement as to whether portions of the commodities
        at issue were supplied in a timely manner; and

     c. the fact that Owens Corning paid one or more of the
        Enron Parties' suppliers directly, to maintain the
        Debtors' commodity supply.

  2. Energy Saving Projects:  The ESA required one or more of
     the Enron Parties to identify projects, which were expected
     to result in significant energy savings for the Debtors.
     Once a specific project was implemented and fully
     completed, Enron Energy Services Operations leased the
     project to Owens Corning pursuant to the Enron Energy
     Services Operations Master Lease.  At the time the Enron
     Debtors filed for bankruptcy, certain of these projects had
     been completed but had not yet been leased to the Debtor,
     and certain other projects were in varying stages of
     completion.

     Disputes existed among the parties concerning the amount,
     if any, owed by Owens Corning in connection with these
     projects, including:

     a. a disagreement as to the value of incomplete projects;

     b. a dispute as to the Enron Parties' entitlement, if any,
        to a percentage of the Debtors' alleged cost savings on
        account of the projects; and

     c. un-reconciled invoices allegedly issued by the Enron
        Parties in connection with uncompleted projects.

  3. Other Issues: A number of other issues existed between and
     among the parties as of December 2, 2001, including:

     a. the appropriate disposition of the OC Energy LLC;

     b. whether Owens Corning or any of its affiliates were
        entitled to an allowed claim against any of the Enron
        Debtors in the Enron Bankruptcy Case;

     c. whether any of the Enron Debtors were entitled to an
        allowed administrative or other claim against Owens
        Corning or any of the Debtors in the OC Bankruptcy
        Cases;

     d. the status and disposition of certain of the property
        leased to Owens Corning pursuant to the Master OC Energy
        LLC Lease Agreement, the DSM Projects Master Lease
        Agreement and the Brazil Master Lease Agreement; and

     e. which of the parties was entitled to certain natural gas
        stored at Owens Corning's natural gas storage
        facilities.

The OC Parties, the Enron Parties and the OC Energy LLC have
held certain discussions with respect to these issues and have
entered into a Settlement Agreement.

The principal terms of the Settlement Agreement are:

  1. The ESA, the Construction Management Agreement, the
     Commodity Management Agreement, the Promotions License
     Agreement, the Facilities and Services Agreement, the
     Consulting Services Agreement, 2001 Master Lease Agreement
     and the Other Agreements are deemed to have been terminated
     as of December 1, 2001.

  2. At Closing, the Master OC Energy LLC Lease Agreement and
     any "lease schedules" will be deemed terminated by mutual
     consent, Owens Corning will be deemed to have timely
     exercised the purchase option set forth in Section 25.3 of
     the Master OC Energy LLC Lease Agreement, and all "units"
     will be transferred by the OC Energy LLC to Owens Corning
     "as is, where is and with all faults" with no
     representations or warranties and free and clear of the
     liens or encumbrances, other than the Excluded Liens, as
     defined in the Settlement Agreement.

  3. At Closing, the DSM Projects Master Lease Agreement and
     any "lease schedules" will be deemed terminated by mutual
     consent, Owens Corning will be deemed to have timely
     exercised the purchase option set forth in Section 25.3 of
     the DSM Projects Master Lease Agreement, and all "units"
     will be transferred by Enron Energy Services Operations to
     Owens Corning "as is, where is and with all faults" with no
     representations or warranties and free and clear of the
     liens or encumbrances described in the Settlement
     Agreement, other than the Excluded Liens.

  4. At Closing, Enron Energy Services International Leasing
     will assign the Brazil Master Lease Agreement and any
     "lease schedules" to Owens Corning and all "units" will be
     transferred by Enron Energy Services International Leasing
     to Owens Corning "as is, where is and with all faults" with
     no representations or warranties and free and clear of the
     liens or encumbrances, other than the Excluded Liens.

  5. In settlement of Owens Corning's and the OC Energy LLC's
     obligations, if any, to the Enron Parties under the
     Transaction Agreements and Owens Corning's obligations, if
     any, to the OC Energy LLC under the Transaction Agreements,
     Owens Corning will, at the Closing, pay to Enron Energy
     Services Operations, Enron Energy Services International
     Leasing and the OC Energy LLC $43,000,000 in cash on
     these terms:

     a. $13,805,312 to the OC Energy LLC; and

     b. $427,505 to Enron Energy Services International Leasing
        and the remainder to Enron Energy Services Operations.

  6. Effective at Closing, the Enron Parties, the OC Parties
     and the OC Energy LLC, on behalf of their affiliates,
     subsidiaries, officers, employees and agents, will release
     each other and every past and present officer, director,
     shareholder, partner, principal, subsidiary, parent
     company, agent, servant, employee, representative and
     attorney of the other from any and all issues, claims,
     demands, causes of action, costs, expenses, suits,
     liabilities, damages, obligations and rights of any kind
     whatsoever, direct or indirect, known or unknown, absolute
     or contingent, at law or in equity or otherwise that any of
     the parties have, had or may in the future have under or
     pursuant to the Transaction Agreements or related to the
     OC Energy LLC.

  7. Effective at Closing, the Projects will be transferred
     to Owens Corning free and clear of all liens, claims and
     encumbrances, other than the Excluded Liens.

  8. Owens Corning will withdraw with prejudice, as of the
     Closing, any claims filed in the Enron Bankruptcy Case
     arising out of the Transaction Agreements.

  9. The Enron Parties will withdraw with prejudice, as of the
     Closing, any proof of claim filed by them or any controlled
     affiliate in the OC Bankruptcy Cases arising out of the
     Transaction Agreements.

10. The Settlement Agreement provides for the notes issued by
     the OC Energy LLC to Enron Energy Services Operations to be
     deemed satisfied in full, and for the Security Agreement
     dated December 16, 1999 by the OC Energy LLC in Enron
     Energy Services Operations' favor to be terminated and all
     security interests to be released.

11. At Closing, Owens Corning will assign its interests in the
     OC Energy LLC to Enron Energy Services Operations.

12. At Closing, the Enron Parties will transfer to Owens
     Corning any natural gas currently stored at Owens Corning's
     natural gas storage facilities.

13. Closing under the Settlement Agreement is subject to
     certain conditions including:

     a. entry of orders in the OC Bankruptcy Cases and the Enron
        Bankruptcy Cases approving the agreement;

     b. the conveyance of the "units" to Owens Corning free and
        clear of Lessor Liens and any Lien; and

     c. Board of Director approval for the OC Parties and the
        Enron Parties.

14. The Settlement Agreement requires Closing to occur by
     July 15, 2003.

By this motion, the Debtors ask Judge Fitzgerald to approve
their Settlement Agreement with Enron.

Ms. Stickles asserts that the Settlement Agreement represents a
fair and reasonable resolution of the issues between the OC
Parties and the Enron Parties.  Under the terms of the
Settlement Agreement, the Debtors will make a $43,000,000
Settlement Payment, $28,767,183 of which will be paid to Enron
Energy Services Operations, $427,505 to Enron Energy Services
International Leasing and $13,805,312 to the OC Energy LLC.  In
exchange, the Debtors will settle, among other things, all
claims with the Enron Parties and the OC Energy LLC regarding
amounts owed on account of commodities purchases, all disputes
regarding ownership or disposition of property subject to the
Master Lease Agreements, and all issues regarding energy-saving
projects under construction.  Given the value of the settlement,
the Debtors believe that the terms of the Settlement Agreement,
and the amount of the Settlement Payment, are fair and
equitable.

If the Settlement Agreement is not approved, Ms. Stickles fears
that the disputes at issue would likely continue and could lead
to litigation between the parties, at significant costs to the
Debtors' estates and at significant distraction to the Debtors'
business operations and efforts to reorganize.  Moreover, it is
not certain that the Debtors would prevail in litigation, given
the complexity of the factual and legal issues involved and the
defenses raised by the Enron Parties. (Owens Corning Bankruptcy
News, Issue No. 52; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PAC-WEST: Inks New Interconnection Pact with Verizon
----------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., has filed with the California
Public Utilities Commission its new interconnection agreement
with Verizon Communications for operations in California.

The new three-year agreement is consistent with a decision on
May 8, 2003 involving an interconnection agreement between Pac-
West and SBC Communications. The agreement establishes the rules
under which Pac-West and Verizon interconnect their networks so
that each carrier's customers can successfully call customers on
the other carrier's network, and each carrier will be
compensated for the associated costs.

John Sumpter, Pac-West's Vice President of Regulatory, said, "In
the past month, we have successfully concluded the negotiation
of interconnection agreements with our two largest carrier
partners, Verizon and SBC. These agreements provide a measure of
certainty for the terms under which we will operate over the
next three years. We are very pleased that we have reached
successful conclusions, and are now in the process of finalizing
the details of each agreement."

Wally Griffin, Pac-West's Chairman and CEO, said, "One of the
issues decided in Pac-West's favor determined that rates
established by the FCC do not apply retroactively. The CPUC's
decision will allow Pac-West to recognize as revenue $5.5
million in payments previously received from Verizon. There will
be no corresponding impact on cash balances as these payments
were previously recorded."

Griffin continued, "With the conclusion of these two major
interconnection agreements we can now focus on positioning the
company for the future, and have retained UBS Warburg as a
financial advisor to assist in these efforts."

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up
Internet traffic in California. In addition to California, Pac-
West has operations in Nevada, Washington, Arizona, and Oregon.
For more information, please visit Pac-West's Web site at
http://www.pacwest.com

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stockton, Calif.-based competitive local exchange
carrier Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on
the 13.5% senior notes due 2009 has been lowered to 'D' from
'C'. The downgrade is due to the company's completion of a cash
tender offer to exchange its 13.5% senior notes at a significant
discount to par value. Standard & Poor's views such an exchange
as coercive and tantamount to a default on the original terms of
the notes.

Given the company's significant dependence on reciprocal
compensation (the rates of which the company expects to further
decline in 2003) and its limited liquidity, Pac-West will likely
find the implementation of its business plan continue to be
challenging.


PENN TRAFFIC: Ratings Dropped to 'D' After Filing for Chapter 11
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on The Penn Traffic Co. to 'D' from 'CC'. The rating is
removed from CreditWatch, where it was placed on May 5, 2003.

Approximately $287 million of debt is affected by this action.

"The downgrade is based on the company's announcement that it
filed voluntary petitions for reorganization under chapter 11 of
the U.S. Bankruptcy Code on May 30, 2003," said credit analyst
Patrick Jeffrey.

Penn Traffic has faced significant operating challenges in key
markets because of increased promotional activity from
competitors and more selective consumer spending patterns
resulting from the weakened U.S. economy. The company was in
violation of bank covenants and had delayed filing its Form 10-K
for fiscal year ended Feb. 1, 2003 prior to its bankruptcy
filing.


PETALS INC: Court Approves Interim $347K Cash Collateral Use
------------------------------------------------------------
Petals, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York of an
interim cash collateral agreement with its secured lenders.
This agreement provides the debtor with continued liquidity
necessary to finance the operation of its business while in
Chapter 11.

The Court authorized the Debtor to use the prepetition senior
lenders' cash collateral on an emergency basis in an amount not
to exceed $347,000.  Final hearing to consider the Debtor's use
of cash collateral is scheduled on June 9, 2003 at 2:00 p.m.

The Debtor discloses that it entered into a Loan and Security
Agreement with Foothill Capital Corporation.  Martin Road Ltd.,
the successor-in-interest to Foothill, has a lien on substantial
all of the Debtor's assets, including, but not limited to, the
Debtor's accounts, books, equipment, general intangibles and
inventory.  As of May 20, 2003, Petals owed $7,531,093 under the
Prepetition Senior Credit Agreement.

In addition, the Debtor entered into 3 more agreements:

     (1) a Second Amended and Restated Promissory Note dated as
         of December 27, 2001 in favor of Interiors Investors,
         L.L.C.;

     (2) an Amended and Restated Promissory Note dated as of
         December 27, 2001 in favor of Berman Industries, Inc.;
         and

     (3) a Promissory Note dated as of December 27, 2001 in
         favor of Jim Webster.

As of the Petition Date, the Debtor owed these three Mezzanine
Lenders a total of $3,509,563. The Mezzanine Lenders' right of
payment is subordinate to the indebtedness owed to the
Prepetition Senior Lender.

The Debtor also entered into 2 agreements with two Junior
Secured Creditors:

     (1) a Secured Convertible Note due September 29, 2004, in
         favor of Endeavour Capital Fund S.A.; and

     (2) a Secured Convertible Note Purchase Agreement, dated as
         of September 30, 1999, in favor of Limeridge, LLC.

The Junior Secured Creditors agreed to subordinate their right
of payment to the indebtedness owed to the Mezzanine Lenders.

The Debtor tells the Court that in order to pay its customary
and ordinary expenses, they need to utilize their lenders' Cash
Collateral.  The Debtor submits that it is necessary to preserve
the Debtors' on-going operations and any potential for a
successful reorganization.  The Debtor's Daily Cash Forecast, in
thousands of dollars, is:

                      21-May  22-May  23-May  26-May
                      ------  ------  ------  ------
  Opening Cash          182     164      91     102
  Cash Available        236     221     143     102
  Total Clearings        72     130      41       0
  Ending Cash           164      91     102     102

                      27-May  28-May  29-May  30-May
                      ------  ------  ------  ------
  Opening Cash          102     136     142     155
  Cash Available        187     195     195     207
  Total Clearings        51      53      40      80
  Ending Cash           136     142     155     127

                       2-Jun   3-Jun   4-Jun   5-Jun
                       -----   -----   -----   -----
  Opening Cash          127     101     147     174
  Cash Available        151     167     234     255
  Total Clearings        50      20      60      55
  Ending Cash           101     147     174     200

As adequate protection for the Debtor's use of cash collateral,
the Debtor proposes to give the Prepetition Senior Lender:

     1) a super-priority claim as contemplated by Section 507(b)
        of the Bankruptcy Code to the extent that the
        Prepetition Senior Lender's interest in its collateral
        decreases;

     2) replacement liens, pursuant to Section 361 of the
        Bankruptcy Code, in cash income received by the Debtor
        after the Petition Date up to the value of the
        Prepetition Senior Lender's interest in cash collateral;
        and

     3) to the extent there is any deterioration in value of the
        Prepetition Lenders' interest in the Cash Collateral, a
        replacement lien which will attach to the collateral
        after the Petition Date in the amount of any decrease in
        the Cash Collateral resulting from its use.

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.


PHARMCHEM INC: Falls Below Nasdaq Continued Listing Standards
-------------------------------------------------------------
PharmChem Inc. (Nasdaq:PCHM) announced that on May 22, 2003, the
Company received a Nasdaq Staff Determination Letter stating
that it had not maintained the $1 million minimum market value
requirement for its publicly held shares as required by
Marketplace Rule 4310(c)(7) for continued listing on the Nasdaq
SmallCap Market. Since the Company had not maintained compliance
with this rule, its securities were subject to delisting from
the Nasdaq SmallCap Market on June 2, 2003.

The Company has requested a hearing before a Nasdaq Listing
Qualification Panel, to review the Staff Determination. The
request for a hearing stays the delisting of the Company's
securities, pending a hearing by the Panel staff. However, there
can be no assurance the Panel will grant the Company's request
for continued listing on the Nasdaq SmallCap Market.

In addition to presenting its position on non-compliance with
the MVPHS rule, the Company, at this hearing, must also address
its failure to comply with the $1 minimum bid price requirement
as set forth in Marketplace Rule 4310(c)(4). The Company has
previously been provided until July 7, 2003 to regain compliance
with the $1 minimum bid price rule.

PharmChem is a leading independent laboratory, providing
integrated drug testing services to corporate and governmental
clients seeking to detect and deter the use of illegal drugs.
PharmChem operates a certified forensic drug testing laboratory
in Haltom City, Texas.

                         *    *    *

               Liquidity and Capital Resources

In its Form 10-Q filed with SEC, the Company reported:

"Our continuing operations during the three-month periods ended
March 31 used cash of $612,000 and provided cash of $481,000 in
2003 and 2002, respectively. The decrease in cash flow from
operations between 2003 and 2002 reflects a larger loss from
continuing operations in 2003. Days sales outstanding at the end
of the first quarter 2003 was 58 days compared to 64 days at the
end of March 2002. Decreases in accounts payable and related
accruals in the first quarter of both years reflect the
declining business volume and ongoing cost containment measures.
As of March 31, 2003, we had $2,417,000 in unrestricted cash and
cash equivalents, and $500,000 in restricted cash. During the
three months ended March 31, 2003, we used approximately
$156,000 in cash to purchase property and equipment, principally
for information systems development.

"On July 31, 2002, the Company entered into a Second Amended and
Restated Loan and Security Agreement with its principal lender
whereby the line of credit is $4,250,000, the maturity date is
June 30, 2003, interest is at the prime rate plus one-half
percent (4.75% as of March 31, 2003), and the annual fee is
0.10% of the credit line, payable quarterly. The July 31, 2002
Agreement permits borrowings on eligible receivables up to 85%
thereof and is secured by a lien on a significant portion of our
assets. It permits up to $2,000,000 of the revolving line of
credit to be used to repurchase our common stock under our
common stock repurchase program and permits the declaration and
distribution of a dividend in connection with our stockholder
rights plan.

"As of March 31, 2003, the calculated maximum that could be
borrowed was $3,164,643 and the amount outstanding was
$3,129,147. We were in compliance with all covenants as of
March 31, 2003, except for the 2003 profitability covenant for
which we are discussing a waiver from the lender. In addition,
the Company is currently negotiating a new line of credit to
replace its existing credit agreement.

"We anticipate the existing cash balances, amounts available
under existing and future credit agreements and funds to be
generated from future operations will be sufficient to fund
operations and forecasted capital expenditures for the next
twelve months."

PharmChem Inc.'s March 31, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $2 million.


PHILIP SERVICES: Files for Chapter 11 Protection in S.D. Texas
--------------------------------------------------------------
Philip Services Corporation (OTC:PSCD.PK) (TSE:PSC) and most of
its wholly owned US subsidiaries filed on June 2, 2003 voluntary
petitions under Chapter 11 of the Federal Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of
Texas.

"Our existing debt is too high for our businesses. We currently
have funding available, which will permit us to continue to
operate while we pursue strategic alternatives. Our primary
avenue is to pursue a sale of all or substantially all the
assets of the Company as a going concern pursuant to Section 363
of the Bankruptcy Code. We will seek bids in the market place
for the Company as a whole or by strategic operational unit and
expect to present the highest and best bid or bids to the Court
in August," said Robert L. Knauss, Principal Executive Officer
and Chairman of the Board. "We are also exploring a traditional
reorganization." The Company has engaged Jefferies & Co., Inc.,
as its financial advisor and investment banker.

"We will continue to provide our customers with the high level
of service that we have delivered in the past," continued Mr.
Knauss. "We have Court approval to pay employees in the normal
course and continue their ordinary course benefits," continued
Mr. Knauss. He added that the Company and its subsidiaries
intend to pay vendors on a timely basis for goods and services
delivered after the filing date.

The Company is financing ongoing operations through a consensual
use of cash collateral released by a senior secured lender,
Wells Fargo Foothill. While the current funding together with
operating cash flow is expected to be adequate, a final hearing
on the cash collateral funding has been set for June 23, 2003.
The Company can provide no assurance that the current funding
will, in fact, be continued at that time or that alternative
funding will be available.

Headquartered in Houston, Texas, Philip Services Corporation is
an industrial and metals services company with two operating
groups: PSC Industrial Services provides industrial cleaning and
environmental services; and PSC Metals Services delivers scrap
charge optimization, inventory management, remote scrap
sourcing, by-products services and industrial scrap removal to
major industry sectors throughout North America. For more
information about the Company, call 713/623-8777.


PHILIP SERVICES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Philip Services Corporation
             5151 San Felipe
             Suite 1600
             Houston, TX 77056-3609

Bankruptcy Case No.: 03-37718

Debtor affiliates filing separate chapter 11 petitions:

Entity                                                Case No.
------                                                --------
21st Century Environmental Management, Inc. of Nev    03-37719
21st Century Environmental Management, Inc. of Rho    03-37726
Ace/Allwaste Environmental Services of Indiana        03-37727
Allwaste Tank Cleaning Inc.                           03-37728
Allworth Inc                                          03-37729
Burlington Environmental Inc.                         03-37731
Cappco Tubular Products USA Inc.                      03-37733
Chem-Freight, Inc.                                    03-37735
Chemical Pollution Control Inc of Florida             03-37736
Chemical Pollution Control Inc of New York            03-37737
Chemical Reclamation Services Inc.                    03-37738
Cousins Waste Control Corporation                     03-37739
CyanoKEM, Inc.                                        03-37740
Delta Maintenance, Inc.                               03-37741
D&L, Inc.                                             03-37742
International Catalyst, Inc.                          03-37743
Jesco Industrial Services, Inc.                       03-37744
Northland Environmental, Inc.                         03-37745
Nortru Inc.                                           03-37746
Philip Environmental Services Corporation             03-37747
Philip Metals (New York) Inc.                         03-37748
Philip Reclamation Services Houston, Inc.             03-37749
Philip Services/North Central, Inc.                   03-37750
Philip Transportation and Remediation, Inc.           03-37751
PSC Environmental Services, Inc.                      03-37752
PSC Metals, Inc.                                      03-37753
PSC Recovery Systems, Inc.                            03-37754
PSC Industrial Outsourcing, Inc.                      03-37755
PSC Industrial Services, Inc.                         03-37756
Republic Environmental Recycling ( New Jersey) Inc.   03-37757
Republic Environmental Systems (Pennsylvania), Inc.   03-37758
Luntz Acquisition (Delaware Corporation)              03-37759
Republic Environmental Systems
(Transportation Group Inc)                           03-37760
Republic Environmental Systems (Technical Services)   03-37761
Resource Recovery Corporation                         03-37762
Rho-Chem Corporation                                  03-37763
RMF Global, Inc.                                      03-37764
RMF Industrial Contracting, Inc.                      03-37765
Serv-Tech EPC, Inc.                                   03-37766
Serv-Tech EPC Subsidiary, Inc.                        03-37768
Solvent Recovery Corporation                          03-37769
ThermalKEM, Inc.                                      03-37770
Total Refractory Systems, Inc.                        03-37772

Type of Business: Philip Services Corporation is a holding
                  company which owns directly or indirectly a
                  series of industrial and metals services
                  companies that operate throughout North
                  America.

Chapter 11 Petition Date: June 2, 2003

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtors' Counsel: John F. Higgins, IV, Esq.
                  Porter & Hedges
                  700 Louisiana
                  Suite 3500
                  Houston, TX 77002
                  Tel: 713-226-0648
                  Fax : 713-226-0248

Total Assets: $613,423,000

Total Debts: $686,039,000


QWEST COMMS: Considering Increasing Term Loan to $1.5 Billion
-------------------------------------------------------------
Due to strong demand, Qwest Communications International Inc.
(NYSE: Q) announced that its Qwest Corporation subsidiary is
considering increasing the size of its previously announced $1
billion term loan to $1.5 billion. The incremental $500 million
is anticipated to be structured as a term loan maturing in 2010.
The proceeds will be used to refinance QC debt due in 2003 and
fund QC business needs.

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders'
equity deficit of about $1 billion -- is a leading provider of
voice, video and data services to more than 25 million
customers. The company's 50,000 employees are committed to the
"Spirit of Service" and providing world-class services that
exceed customers' expectations for quality, value and
reliability. For more information, please visit the Qwest Web
site at http://www.qwest.com


QWEST CORP: Fitch Assigns B Rating to $1-Bil. Term Loan Facility
----------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Qwest Corporation's
$1.0 billion term loan facility. Qwest Corporation is an
indirect wholly owned subsidiary of Qwest Communications
International, Inc. Fitch rates Qwest Corporation's senior
unsecured debt, which at the end of the first quarter totaled
approximately $7.1 billion, 'B'. The Rating Outlook for Qwest
Corporation remains Negative. The term loan facility is a senior
unsecured obligation of Qwest Corporation scheduled to mature in
2007. The facility is expected to contain covenants similar to
the existing Qwest Corporation senior unsecured debt. Proceeds
from the term loan facility are expected to refinance Qwest
Corporation debt maturing during Q2 03.

While Qwest Corporation's operating profile and credit
protection metrics would support a higher senior unsecured
rating, the company's senior unsecured rating is tied to its
parent company, Qwest Communications International, Inc.  Fitch
rates QCII and Qwest Capital Funding's senior unsecured debt
'CCC+' and has assigned a Negative Rating Outlook.

Fitch's rating of QCII reflects the company's highly levered
balance sheet, the uncertainty surrounding the ongoing SEC and
DOJ investigations, the lack of audited financial statements and
its liquidity profile. Fitch acknowledges the steps the company
has taken over the past several quarters to reduce its overall
leverage and to improve its cost structure and operating
profile. Through the partial application of the sale proceeds
from the first phase of the Qwest Dex sale, the debt for debt
exchange, current maturities and other private debt exchange
transactions the company has reduced its debt balances by
approximately $3.8 billion. The refinancing of current
maturities at Qwest Corporation with the proceeds of the new
term loan facility positively impacts the company's liquidity
position by protecting its cash balances. Fitch anticipates that
the company's liquidity profile will be enhanced upon the
closing of the second phase of the Qwest Dex sale. Regulatory
approval of the Qwest Dex sale remains pending in two states.
Fitch expects the sale to be complete during the second half of
2003. From Fitch's perspective, the company may still have to
manage its debt portfolio by extending maturities to accommodate
maturing bank debt. Fitch believes that the company can monetize
non core assets (wireless business and towers) to further
improve the company's liquidity position and balance sheet
metrics.

Operationally, Fitch expects revenue and margin pressure to
persist during 2003 stemming from ongoing access line losses,
continued demand weakness within the company's long distance
data business, and subscriber losses and ARPU declines within
the company's wireless business.


RENT-WAY INC: Completes $205 Million Refinancing Transaction
------------------------------------------------------------
Rent-Way Inc. (NYSE: RWY), one of the nation's leading rent-to-
own retailers, reported that its previously announced sale of
$205 million of senior secured notes has closed. In connection
with the note sale, the Company also closed a new $60 million
revolving line of credit and sold $15 million in newly
authorized 8% convertible preferred stock through a private
placement.

Rent-Way used the net proceeds of the offering, together with
borrowings under the new revolving credit facility and the net
proceeds of the sale of the convertible preferred stock, to
repay all amounts outstanding under its current bank credit
facility.  Following the refinancing, Rent-Way has approximately
$20 million available under its new revolving credit facility.
As a result of the completion of the refinancing, the Company
expects Standard & Poor's Ratings Services to raise its
corporate credit rating from 'CCC' to 'B+'.

"We are pleased to have closed this refinancing and with the
confidence that high quality institutions have demonstrated in
Rent-Way's future," stated William E. Morgenstern, Chairman and
CEO of Rent-Way.  "Store traffic continues to be strong as a
result of a highly successful sales and marketing campaign that
began late last year and our brand has built momentum.  Over the
next 18 months, our focus will be on growing store revenues and
profits.  We also expect to begin opening new stores in
profitable markets in fiscal 2004."

Mr. Morgenstern concluded, "The rent-to-own market has grown
6.2% annually since 1995.  Rent-Way is now operationally and
financially prepared to capitalize on our own significant
position in this vibrant and expanding market.  Our commitment
is to a business strategy centered on creating a store
environment where our customers, employees and stakeholders feel
`Welcome, Wanted and Important.'  This commitment supports our
vision: to be the nation's rent-to-own company of choice."

The Company is planning to hold a public conference call later
in this quarter or early next quarter to further discuss this
refinancing as well as to provide guidance on its business plans
for the next 18 months.

Rent-Way is one of the nation's largest operators of rental-
purchase stores.  Rent-Way rents quality name brand merchandise
such as home entertainment equipment, computers, furniture and
appliances from 753 stores in 33 states.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit and senior secured bank loan ratings of Rent-Way Inc. on
CreditWatch with positive implications.

"The CreditWatch placement is based on the company's
announcement that it plans to offer $215 million of senior
secured notes together with a proposed new revolving bank credit
facility," stated Standard & Poor's credit analyst Robert
Lichtenstein.

The proceeds will be used to refinance the company's existing
bank loan that matures in December 2003, eliminating a
significant near-term concern. Moreover, Rent-Way's settlement
of its accounting lawsuit is subject to the bank loan
refinancing by July 31. The Erie, Pennsylvania-based company had
$213 million of debt outstanding as of March 31, 2003.

Upon completion of the deal, Standard & Poor's will raise the
corporate credit rating to 'B+' from 'CCC'. In addition, Rent-
Way Inc.'s proposed $60 million secured bank loan will be
assigned a 'BB-' rating, and its proposed $215 million senior
secured notes will be assigned a 'B-' rating. The outlook will
be stable. The ratings are based on preliminary information and
are subject to review upon final documentation. A material
adverse outcome of the SEC and the U.S. Attorney investigations
are not factored into the rating.

Rent-Way's senior secured notes rating will be rated 'B-', two
notches lower than the corporate credit rating, reflecting a
material amount of secured debt that is better positioned than
the senior notes. Furthermore, the new notes are only secured by
a second priority lien, and are deemed to be disadvantaged
because they lack sufficient asset protection.

The $60 million revolving credit facility will be rated 'BB-',
one notch higher than the corporate credit rating, based on the
strong likelihood of full recovery of principal in the event of
default or bankruptcy. The facility is guaranteed by Rent-Way
and its wholly owned subsidiaries.


RIBAPHARM: ICH Pharma. Offers to Acquire All Outstanding Shares
---------------------------------------------------------------
Ribapharm Inc. (NYSE: RNA) announced that its Board of Directors
has received a letter from ICN Pharmaceuticals, Inc. (NYSE:ICN),
Ribapharm's majority stockholder, saying that it intends to make
a tender offer to acquire all of the outstanding shares of
common stock of Ribapharm not already owned by ICN or its
affiliates at a price of $5.60 per share in cash.

The ICN letter received by the Board of Directors of Ribapharm
stated that ICN's tender offer will be conditioned upon, among
other things, the tender of a majority of the shares of
Ribapharm common stock not owned by ICN or its affiliates and
ICN owning at least 90% of the Ribapharm common stock on a
fully diluted basis as a result of the consummation of the
tender offer. Following the successful completion of the tender
offer, ICN intends to acquire any shares not acquired in the
tender offer in a subsequent short-form merger at the same $5.60
per share cash price paid in the tender offer.

The Board of Directors of Ribapharm will consider the ICN
proposal and its implications in the context of assessing the
appropriate course of action that is in the best interests of
Ribapharm and its stockholders.  The commencement and completion
of the tender offer, however, does not require approval of
Ribapharm's Board of Directors.  Ribapharm cautions its
stockholders that the Board of Directors has just received
notice of ICN's intentions; the process of considering the
tender offer is only in its beginning stages; no decisions
whatsoever have been made by the Board of Directors with respect
to Ribapharm's response to the proposal; and the Board of
Directors will proceed in a timely and orderly manner to
consider the proposal and its implications, for which purpose
the Board of Directors of Ribapharm has retained Morgan Stanley
& Co. Incorporated as its financial advisor to assist it in
considering the proposal.

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


RP ENTERTAINMENT: Ability to Continue Operations Uncertain
----------------------------------------------------------
LitFunding Corp. formerly, RP Entertainment, Inc. was
incorporated in the State of California in July 1966 as a C
corporation and in 1996 subsequently filed as a Nevada
corporation.

On February 25, 2003, the Company entered into an Agreement of
Merger with LitFunding Corporation (LFC), a Company's wholly
owned subsidiary that was formed to facilitate the merger, and
LFC were filed with the Nevada Secretary of State. The charter
documents of the Company are the charter documents of the
surviving corporation. Pursuant to the Merger Agreement, the
Company issued 7,592,250 shares of its common stock to the LFC
shareholders in exchange for all the issued and outstanding
shares of LFC common stock.

Pursuant to the Merger Agreement, the current officers of the
Company resigned and the officers of LFC were appointed as
officers of the merged company. Upon the closing of the merger,
the current officers of the Company agreed to have their
4,500,000 shares of the Company's common stock cancelled.

On March 3, 2003, the Company changed its name from RP
Entertainment, Inc. to LitFunding Corp.

LitFunding Corp. was incorporated in California on November 17,
2000. The Company is in the business of funding individuals
and/or entities that are in the process of litigating as
plaintiff in civil cases. Law case financing is a program under
which a non-recourse advance is made to a plaintiff, or to an
attorney for the purpose of covering the ongoing costs of the
case (contingent advances). The Company receives a fee for
advancing the funding, which is based on the length of time the
funds are outstanding. If the recovery (amount of settlement or
award) is less than the aggregate fee (the contingent advance
plus the fees earned through repayment date), the aggregate fee
will be reduced to the amount of the recovery.

The Company has an accumulated deficit of $12,014,988 on
March 31, 2003 including a net loss of $1,766,207 during the
three month period ended March 31, 2003. The Company's total
liabilities exceeded the total assets by $8,565,666 as of
March 31, 2003. Continued operations of the Company is dependent
upon the Company's ability to raise additional capital, obtain
financing and to succeed in its future operations.

On April 2, 2003 an involuntary bankruptcy petition was filed in
the United States Bankruptcy Court, Central District of
California, Case No. LA03-19005ES by nine petitioners who
maintain that they are joint venturers, three of whom are former
directors who claim that they are owed fees and three of whom
also claim to be "service providers." The Company believes that
filing of the Petition is wholly without merit, baseless and
without grounds or facts to support it. The Company intends to
vigorously contest this Petition, seek to have the Petition
summarily dismissed, and seek to recover all damages caused by
the filing of the Petition in separate proceedings in both the
Bankruptcy Court and in the State Court. The Company believes it
has meritorious defenses to the Petition and intends to fight
vigorously.

The Company reported revenues of $162,495 and $283,444 during
the three months ended March 31, 2003 and 2002, respectively.
The decrease in revenue in the first quarter of 2003 was
primarily due to protracted settlement negotiations on several
cases taking longer to resolve than initially expected. Selling
costs were $288,366 and $348,772 during the three months ended
March 31, 2003 and 2002, respectively. The decrease was directly
co-related to decrease in revenues. General and administrative
expenses were $521,178 and $543,970 during the three months
ended March 31, 2003 and 2002, respectively. Reserve for
unsuccessful resolution of lawsuits went down to $184,847 in the
quarter ended March 31, 2003 as compared to $579,044 in the
quarter ended March 31, 2002. Loss from operations was $831,896
and $1,188,342 during the three months ended March 31, 2003 and
2002, respectively. The decrease in losses was primarily due to
decrease in activities and resultant decrease in Reserve for
unsuccessful resolution of lawsuits of $394,197 from the same
period in last year.

Interest expenses were $932,711 during the three month period
ended March 31, 2003 as compared to $436,218 in the three month
period ended March 31, 2002. The increase in interest expenses
was due to increase in investor participation debts to
$18,738,931 at March 31, 2003 from $$11,433,960 as of March 31,
2002.

Net loss for the period ended March 31, 2003 was $1,766,207 as
compared to that of $1,625,360 for the same period a year ago.
Although the Company had a 30% decrease in loss from operations
in the period ended March 2003 as compared to the period ended
March 31, 2002, the increase in interest by 114% in the period
ended March 31, 2003 as compared to the period ended March 31,
2002, resulted in an increase of 8.67% in net loss for the
current period as compared to the net loss from the
corresponding period in the last year.

The Company's total liabilities exceeded its total assets by
$8,165,666 at March 31, 2003. In the ordinary course of events,
this would raise substantial doubt about the Company's ability
to continue as a going concern.  However, it is important to
note that the company recognizes revenue from advances only when
a case has been resolved and when it is confident that fees
calculated will in fact be realized. According to the Company,
as of March 31, 2003, if the Company made no further advances to
plaintiff's or their attorneys', the Company can reasonably
expect to collect approximately $24 million in fees and return
of principal over the next 12 months and approximately $19 from
open cases with expected resolution beyond the 12 months. The
estimate is based on historical performance and other factors
affecting each case.


RYLAND GROUP: Fitch Assigns BB+ Rating to $150-Mill. Debt Issue
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Ryland Group,
Inc.'s (NYSE: RYL) $150 million 5-3/8% senior notes due June 1,
2008. The Rating Outlook is Positive. The issue will be ranked
on a pari passu basis with all other senior unsecured debt,
including Ryland's $300 million unsecured bank credit facility.
The majority of the proceeds from the new debt issue will be
used to repay indebtedness outstanding on its senior
subordinated notes due April 1, 2008 ($105 million). The balance
of the proceeds will be utilized for general corporate purposes.
The new issue has more favorable rates and similar maturity
relative to the debt it would replace. Over the longer term
debt-to-capital is expected to be maintained within the
company's targeted range of 45%-50%.

Ratings for Ryland are based on its solid, consistent,
internally generated profit performance in recent years (as well
as over the past decade), the successful execution of its
business model, moderate financial policies and geographic and
product line diversity. Over recent years the company has
improved its capital structure, pursued conservative
capitalization policies and has positioned itself to withstand a
meaningful housing downturn. Risk factors include the inherent
cyclical nature of the homebuilding industry.

The company has demonstrated solid margin improvement since the
mid-1990s, with EBITDA margins expanding from 4.2% in 1995 to
8.6% in 2000 and then 11.9% in 2003. Although Ryland has
certainly benefited from strong economic conditions, a degree of
margin enhancement is also attributed to purchasing, design and
engineering, access to capital and other scale economies that
have been captured by the large national public homebuilders in
relation to second-tier, private builders. The company's
significant ranking (within the top five or top ten) in most of
its markets, which are among the stronger housing growth
locations in the country, enables it to more easily access prime
land and labor to the advantage of margins. These economies,
Ryland's resale operating strategy and a return on capital focus
provide the framework to soften the margin impact of declining
market conditions in comparison to previous cycles. Acquisitions
have not played a part in the company's operating strategy, as
management has preferred to focus on internal growth.

Ryland's inventory turns remain strong in comparison to the
industry, demonstrating the company's ability to generate
liquidity from its inventory base. Inventory/net debt stood at
3.5 times at March 31, 2003, substantially above levels of the
mid-1990s, providing a strong buffer against a downturn in
economic conditions. The company maintains an approximate four-
year supply of lots, 45% of which are owned and the balance
controlled through options. Speculative housing represents only
10% of inventory.

Debt-to-capital steadily decreased from 56.8% at the end of 1995
to 46.6% in 2001. The ratio slipped to 41.9% at the close of
2002 and was 41.2% at March 31, 2003. The strong state of the
housing sector and Ryland's measured pace of reinvestment have
led to substantial cash accumulation that totaled approximately
$161.4 million as of March 31, 2003. Net debt-to-capital was
32.0% as of the end of the first quarter of 2003, a level
considered very strong for the rating.

Ryland maintains a $300 million revolving credit agreement (with
an accordion feature which can increase the facility up to $400
million) that is currently unused. The company's cash position
indicates that this facility may remain unused over the near
term. Share repurchases are likely to continue at generally
moderate levels. The company has no long-term debt maturities
until 2006.


SBA COMMS: AAT Exercises Option to Purchase Last 122 Towers
-----------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) announced that AAT
Communications Corp., has exercised its option to purchase from
certain subsidiaries of SBA an additional 122 towers located in
Wisconsin for gross cash proceeds of $43 million. By purchasing
such 122 towers, AAT will be acquiring all 801 towers that were
the subject of the purchase agreement between certain
subsidiaries of SBA and AAT announced on March 18, 2003. The
closing of the sale of the 122 towers is expected to occur on or
before October 1, 2003, and SBA expects to record a gain on the
sale of these 122 towers of approximately $12 million. Pro forma
for the sale of all 801 towers and the previously announced
refinancing of the senior credit facility, as of March 31, 2003,
SBA had $178 million of cash and restricted cash, net debt of
$786 million and 3,075 towers.

The Company is adjusting its Second Quarter 2003 and Full Year
2003 Outlook. As a result of the exercise of the option, all 801
towers will be reflected as discontinued operations commencing
in the second quarter of 2003 and for the full year. This
outlook is based on current expectations and assumptions.
Information regarding potential risks, which could cause the
actual results to differ from these forward-looking statements,
is set forth below and in the Company's filings with the
Securities and Exchange Commission.

For more information about SBA, visit http://www.sbasite.com

SBA is a leading independent owner and operator of wireless
communications infrastructure in the United States. SBA
generates revenue from two primary businesses -- site leasing
and site development services. The primary focus of the Company
is the leasing of antenna space on its multi-tenant towers to a
variety of wireless service providers under long-term lease
contracts. Since it was founded in 1989, SBA has participated in
the development of over 20,000 antenna sites in the United
States.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
close to $30 million.

SBA Communications' 12% bonds due 2008 (SBAC08USR1) are trading
at about 79 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SBAC08USR1
for real-time bond pricing.


SLATER STEEL: Fraser Says Union Set to Work on Plan Development
---------------------------------------------------------------
United Steelworkers' Ontario/Atlantic Director Wayne Fraser said
Monday that the union is prepared to work with Slater Steel Inc.
to develop a restructuring plan that would save as many jobs as
possible in Canada, where the Steelworkers represent office and
technical workers at Slater in Welland, ON, and production
workers at the company's Hamilton operation.

"This unfortunate announcement is further proof of the need to
protect Canada's steel industry and the thousands of jobs that
go with it," Fraser said. "Slater is on the ropes, and the
question now is, who's next? The United Steelworkers will fight
for Slater and its employees, just like we fought for Algoma and
our members in Sault Ste. Marie."

Fraser repeated the union's position on the need to keep
Canadian steel strong by limiting unfairly traded imports,
something the federal government has so far failed to do.

"Our position, which should be supported by all Canadian steel
companies and endorsed and enacted by the federal government,
calls for changes to current trade laws; changes to the outdated
criteria for appointments to the Canadian International Trade
Tribunal, which would include unions; and a safeguard to stop
the diversion of steel from offshore producers."

Fraser added that Steelworkers are looking for assurances from
Liberal leadership candidates that they will commit to strong
measures to prevent the kind of crisis that Slater finds itself
in.

"You will hear more about that in days to come," Fraser said.

                         *   *   *

As previously reported, Slater Steel Inc., obtained a waiver of
any default of its financial covenants up to March 31, 2003, and
was required to secure binding commitments by January 31, 2003,
to enable the Company to repay a significant portion of its
credit facilities.

Slater Steel's bankers waived the requirement that the Company
secure binding commitments for new credit facilities by
January 31, 2003 to allow it time to complete negotiations with
lenders. In waiving this condition, the bankers require that
Slater Steel deliver a binding commitment letter providing for a
refinancing of the Company's credit facilities by March 31,
2003.

The Company stated that it continues in advanced negotiations
with lenders regarding the refinancing of its debt and that it
intends to, and believes that it will, satisfy this requirement
by securing new facilities to repay outstanding debt, or by
restructuring its current credit agreement with its existing
bankers.


SLATER STEEL: Commences Restructuring Under Chapter 11 and CCAA
---------------------------------------------------------------
Slater Steel Inc., and certain of its U.S. and Canadian
subsidiaries have filed for creditor protection under the
Companies' Creditors Arrangement Act in Canada. Slater and
certain of its Canadian subsidiaries have also filed for
protection under Section 304 of the U.S. Bankruptcy Code and
Slater's U.S. subsidiaries have filed for protection in the U.S.
under Chapter 11 of the U.S. Bankruptcy Code. The concurrent
filings will allow Slater to develop a restructuring plan to
address its current debt, capital and cost structures.

"Although we have made significant progress in refocusing Slater
exclusively as a specialty steel producer and lowering the
Company's cost structure, today's announcement is attributed to
the fact that the conditions to the closing of the previously
announced refinancing were not satisfied within the allocated
time frame," said Paul A. Kelly, president and chief executive
officer, Slater Steel Inc. "In view of this situation, as well
as mounting liquidity pressures, we have determined that
CCAA/Chapter 11 reorganization is the most efficient and
effective way to restructure Slater Steel and position the
Company for long-term financial stability."

Slater Steel will continue in discussions with its existing
lenders and with other parties regarding permanent financing
upon its exit from the restructuring process.

In conjunction with the filing, the Company has secured a
Cdn$45.0 million debtor-in-possession (DIP) financing facility
from its existing lending syndicate. The Company anticipates
that the DIP financing will be sufficient to fund its operations
during the restructuring process.

"Slater's existing lending syndicate fully supports our decision
to restructure as evidenced by their provision of the DIP
financing," said Mr. Kelly.

The Company said that its operations would not be affected by
the filings and that it would continue to operate in the normal
course of business.

"We appreciate the ongoing loyalty and contributions of our
employees and the continued support of our suppliers and
customers," said Mr. Kelly. "I am confident that we can complete
the restructuring process expeditiously and that Slater will
emerge as a stronger company." Nevertheless, the Company is
committed to reviewing all options to enhancing value for all
stakeholders. In this regard, the Company expects to retain an
investment banking firm to canvass the market.

The restructuring will be led by Gary Colter, who has been
appointed chief restructuring advisor to Slater Steel. In this
capacity, he will work with the board and Slater management to
complete the restructuring process, including negotiations with
stakeholders. Mr. Colter is a highly experienced restructuring
professional who has acted as lead financial advisor for major
Canadian corporations undertaking restructurings.

The specialty steel industry has been negatively impacted by the
recent economic slowdown that has resulted in weak demand and
soft pricing. The stainless steel bar market has experienced one
of the most severe downturns ever due to the severe contraction
of the capital goods sector. For example, in 2002, Slater's
shipments of higher value alloys, used in the aerospace, power
generation and semi conductor industries, declined by 30% from
the prior year notwithstanding that its market share remained
constant. Despite the section 201 remedy and other trade rulings
intended to reduce import levels, import penetration levels of
stainless steel bar have remained at historically high levels in
the U.S. Currently, stainless steel bar imports hold an
approximate 40% share of the U.S. market.

In addition to these challenges, a number of other factors have
adversely affected Slater's operating results and financial
condition. For example, the benefits of Slater's lower cost
structure were offset by lower production levels particularly in
the stainless bar division. More recently, rising costs for
natural gas, electricity in Ontario where Slater operates two
facilities, scrap and nickel - significant components of steel
production - have generated additional working capital
requirements and negatively impacted margins.

Slater was also required to terminate its currency hedging
contracts in the first quarter of 2003 which the Company had
used as a hedge against the rising value of the Canadian dollar
versus the U.S. dollar. The Company does have U.S. denominated
debt which will be used to hedge the balance of its 2003 revenue
stream, however, the Company does not currently have currency
hedges in place for 2004.

Slater and certain of its Canadian and U.S. subsidiaries
voluntarily sought and obtained an order providing creditor
protection under the CCAA from the Ontario Superior Court of
Justice. The Company and certain of its Canadian and U.S.
subsidiaries filed petitions for reorganization in the U.S.
Bankruptcy Court for the District of Delaware. The filing
includes all operating business units, namely Atlas Stainless
Steels, Atlas Specialty Steels, Fort Wayne Specialty Alloys,
Hamilton Specialty Bar, Sorel Forge and Slater Lemont.

Effective no later than June 6, 2003, court filed documents and
other information regarding the restructuring will be available
on Slater Steel's Web site: http://www.slater.com

As disclosed previously, Slater had delayed the filing of its
financial statements for the year ended December 31, 2002 and
financial statements for the quarter ended March 31, 2003. As a
result of such delay and with the consent of Slater, the Ontario
Securities Commission issued on May 21, 2003 an order
prohibiting trading in securities of Slater by its insiders,
including directors and senior officers, pending the filing of
the required financial statements and periodic disclosure
documents.

Slater expects to be in a position to file and mail its audited
financial statements for the year ended December 31, 2002 and
the unaudited financial statements for the quarter ended
March 31, 2003 by June 20, 2003, but in any event by July 20,
2003. As a result of the delay in the release of the 2002
financial statements, Slater will delay the filing of its Annual
Information Form for the year ended December 31, 2002 until such
time as its 2002 financial statements are filed.

Slater intends to continue to satisfy the alternate information
guidelines of OSC Policy 57-603 by issuing periodic press
releases in respect of the status of the preparation of its
financial statements for as long as it has not filed and mailed
its financial statements for the year ended December 31, 2002
and the quarter ended March 31, 2003.

Slater Steel Inc. common shares are listed on the Toronto Stock
Exchange (TSX) and trade under the symbol SSI.

Slater Steel is a mini mill producer of specialty steel
products. The Corporation manufactures and markets bar and flat
rolled stainless steels, carbon and low alloy steel bar
products, vacuum arc and electro slag remelted steels, mold,
tool and die steels and hollow drill and solid mining steels.
The Corporation's mini mills are located in Fort Wayne, Indiana,
Lemont, Illinois, Hamilton and Welland, Ontario and Sorel-Tracy,
Quebec.


SLATER STEEL US: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Slater Steel U.S., Inc.
             2400 Taylor Street West
             Fort Wayne, Indiana 46801

Bankruptcy Case No.: 03-11639

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Slater Steel (U.S.) Finance, LLC           03-11640
        Slater Finance Partnership                 03-11641
        Slater Lemont Corporation                  03-11642
        Slater Steels Corporation                  03-11643

Type of Business: Slater Steel is a mini mill producer of
                  specialty steel products.

Chapter 11 Petition Date: June 2, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Daniel J. DeFranceschi, Esq.
                  Paul Noble Heath, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899
                  Tel: 302-651-7700
                  Fax : 302-651-7701

Estimated Assets: $10 Million to $50 Million

Estimated Debts: More than $100 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Energy USA - TPC Corp.      Trade Debt                $806,652
C/o Bank One Indiana, NA
Lockbox 66949
Indianapolis, IN 46266-6949

Quad Infotech               Trade Debt                $505,006
75 Scarsdale Road
Toronto, Ontario Canada
M3B 2R2
Attn: Khalil
Tel: 416-391-3755
Fax: 416-391-3645

Roanoke Electric Steel      Trade Debt                $400,331
Corp.
102 Westside Blvd. NW
Roanoke, VA 24038-3948
Attn: J Crawford
Tel: 540-342-1831
Fax: 540-983-7284

McCartin Mcauliffe          Trade Debt                $329,673
Mechanical Contractor Inc.
4508 Columbia Hammond,
IN 46327
Attn: Jim Scaccia
Tel: 219-931-6600
Fax: 219-931-6625

American Electric Power     Trade Debt                $206,289

MKD Electrical Inc.         Trade Debt                $196,555

Shalmet Corp.               Trade Debt                $181,120

Parrish Dedicated           Trade Debt                $146,278
Services LLC

ABB Process                 Trade Debt                $142,920

SME Sales & Service         Trade Debt                $140,756

Applied Industrial Tech.    Trade Debt                $136,669

Metropolitan Water          Trade Debt                $109,484
Reclamation District of
Chicago

American Midwest Industrial Trade Debt                $109,160

AON Consulting              Trade Debt                $105,023

Electralloy                 Trade Debt                $105,455

Morris Material Handling    Trade Debt                 $92,919
Inc.

United Foundries Inc.       Trade Debt                 $92,068

Webster Environmental Inc.  Trade Debt                 $81,182

Keramida Environmental Inc. Trade Debt                 $78,182

Elko Industrial Corp.       Trade Debt                 $76,766


SONO-TEK CORP: Seeking Restructuring Pacts with Current Lenders
---------------------------------------------------------------
Sono-Tek Corporation (OTC Bulletin Board: SOTK) announced sales
of $923,729 for the three months ended February 28, 2003, an
increase of 20% or $155,103 compared to sales of $768,626 for
the same period of last year. The increase is due to increasing
demand for the Company's newest generation of spray fluxer, the
SonoFlux 2000F. For the year ended February 28, 2003 the Company
reported sales of $3,157,756 as compared to $3,469,409 for the
same period of last year. The decline in sales is due to lower
sales of specialty coating systems for national defense
contracts. For the three months ended February 28, 2003, the
Company had net income of $64,022 compared to income of $112,862
from continuing operations, and earnings of $14,703 from
discontinued operations for the prior year period. For the year
ended February 28, 2003, the company had net income of $120,956
compared to a loss of $186,391 last year.

The Company's balance sheet is slightly improved from last year
at this time with working capital at $527,085 at February 28,
2003 from working capital of $499,948 last year, liabilities
have been reduced from $2,452,461 at February 28, 2002 to
$2,074,807 at February 28, 2003, and shareholders' deficiency
reduced from $782,554 at February 28, 2002 to $639,453 at
February 28, 2003. Management has taken action to preserve
working capital by seeking longer term financing, and by
restructuring agreements with current lenders to defer payments
of principal.

The Company experienced a turn-around in profitability during
the last seven quarters as a result of changes in management,
discontinuance of unprofitable business segments, reductions in
the cost structure, and settlements with creditors. The Company
has benefited from having a stable work force and a cohesive
management team and expects this to be an asset as the economy
recovers. The Company returned its focus to its core business,
ultrasonic nozzles and systems, and partially offset the
downturn in the electronics industry by developing new uses for
its products in the growing medical products field, and the
defense industry.

"The Company introduced the SonoFlux 2000F fluxer and a new
liquid metal nozzle system this year and has sold over 50 nozzle
systems specifically designed for coating arterial stents. We
are continuing to develop coatings for medical and nano-
technology customers, and expect to continue to create new
business opportunities in these fields," stated Dr. Christopher
L. Coccio, Sono-Tek's CEO and President.

For further information, visit http://www.sono-tek.com

Sono-Tek Corporation is a leading developer and manufacturer of
liquid spray products based on its proprietary ultrasonic nozzle
technology. Founded in 1975, the Company's products have long
been recognized for their performance, quality, and reliability.


SORRENTO NETWORKS: April 30 Net Capital Deficit Widens to $39MM
---------------------------------------------------------------
Sorrento Networks Corporation (Nasdaq:FIBR), a leading supplier
of intelligent optical networking solutions for metro and
regional applications, announced financial results for its first
quarter of fiscal year 2004.

For the quarter ended April 30, 2003, the Company reported
revenues of $7.9 million, a 31% increase from revenues of $6.0
million in the first quarter of fiscal 2003 and a 7% decrease
from revenues of $8.4 million in the prior quarter. Despite
significant declines in telecom industry spending, this is
Sorrento's second consecutive quarter of revenue growth over the
prior year.

Net loss from operations for the first quarter of fiscal year
2004 improved 29% to $3.6 million compared to $5.1 million in
the previous quarter and improved 45% compared with $6.5 million
for the same quarter of fiscal 2003. Net loss applicable to
common shares was $6.2 million, a 17% improvement compared with
a net loss of $7.5 million in the previous quarter. This
compares to a net income of $4.0 million in the first quarter of
fiscal 2003, which included a gain of $11.7 million on the sale
of marketable securities. Net loss per common share in the first
quarter of fiscal year 2004 was $7.02.

Operating expenses for the quarter declined to $5.6 million, a
33% improvement over $8.3 million in the previous quarter and a
31% improvement over $8.0 million in the first quarter of fiscal
2003. Costs relating to our Capital Restructuring Plan continued
to be incurred in the quarter as the Company finishes its
conversion of Series A Preferred debt and Senior Convertible
Debentures into Common Stock and a much smaller Convertible
Debenture. The Company also reduced its inventory level to $12.0
million, a 14% improvement compared with inventory of $13.9
million as of January 31, 2003, and a 31% improvement compared
with inventory of $17.4 million as of April 30, 2002. Gross
margin for the Company was 25% in the first quarter of fiscal
2004, the same as in the first quarter of fiscal 2003 and down
from 38% when compared to the prior quarter.

Sorrento Networks' April 30, 2003 balance sheet shows a working
capital deficit of about $38 million, and a total shareholders'
equity deficit of about $39 million.

"Our fiscal 2004 first quarter revenues mark the second
consecutive quarter with significant growth over the prior
year's quarter," said Phil Arneson, Chairman and Chief Executive
of Sorrento Networks. "These revenue improvements validate the
Company's product strategy and reflect our customers' confidence
in both our products and our strong position in the metro and
regional marketplace. Given the continuing telecom industry
softness, we are pleased with our performance but we realize
that each quarter remains challenging. Our ability to find ways
to raise additional working capital is essential to our
success."

"The Sorrento management team is in the final stages of
completing the Company's capital restructuring, which has been a
costly and time-consuming process but will be a key milestone
toward improving our capital structure and balance sheet,"
continued Arneson. "The restructuring agreement will convert $81
million in debt obligations currently on the Company's balance
sheet into common shares of the Company and into $12.5 million
in secured convertible debentures maturing in August 2007. When
completed, this restructuring will give us a new beginning, with
the following benefits:

-- Eliminates significant debt from the Company's balance sheet

-- Provides financial flexibility for raising additional capital

-- Opens up new sales opportunities with major customers by
   removing financial uncertainty, and

-- Simplifies our corporate structure and streamlines operations
   for greater efficiencies."

Arneson concluded, "Sorrento is emerging stronger than ever and
is poised for growth. Our technology is excellent and our
product strategy is sound. Our customer base is intact and
loyal, and we have the right people to execute. When the
restructuring is completed and when a capital infusion is in
place, the Sorrento team will be ready to take advantage of new
opportunities as the telecom market recovers."

          Quarterly Conference Call with Management

The Company will conduct its quarterly conference call with
analysts, following the anticipated closing of the restructuring
transaction, on Monday, June 9, 2003, at 2:00 pm PT (5:00 pm
ET). The Company will review operating results from the fiscal
first quarter ended April 30, 2003.

Those interested in participating may attend by web cast at
http://www.sorrentonet.com Participants should visit the site
approximately 15 minutes prior to the start time of the
conference call to register and download and install any
necessary audio software. A replay of the conference call will
be available for approximately one month.

Sorrento Networks, headquartered in San Diego, is a leading
supplier of intelligent optical networking solutions for metro
and regional applications worldwide. Sorrento Networks' products
support a wide range of protocols and network traffic over
linear, ring and mesh topologies. Sorrento Networks' existing
customer base and market focus includes communications carriers
in the telecommunications, cable TV and utilities markets. The
storage area network market is addressed though alliances with
SAN system integrators. Recent news releases and additional
information about Sorrento Networks can be found at
http://www.sorrentonet.com


SPECTRASITE INC: Adds Two New Directors to Collocation Ops. Team
----------------------------------------------------------------
SpectraSite Communications, Inc. (Ticker symbol: SPCS) announced
the addition of two new directors to its Collocation Operations
team, which spearheads the company's efforts to add tenants on
SpectraSite's portfolio of 7,500+ wireless towers.

New additions include Teri Dixon, Director of Collocation for
the West region and Warren Zyla, Director of Engineering
Services.

Teri Dixon joins SpectraSite as Director of Collocation for the
West region. A seven-year industry veteran, Dixon most recently
served as a Partner for the Dahlia Group, a consulting and site
acquisition firm based in Raleigh, NC. Prior to forming the
Dahlia Group, she worked at SBA Communications as a Territory
Manager in Southern California, responsible for overseeing site
development and tower development projects for the region.
Before joining SBA, Dixon was a Senior Property Specialist for
Sprint PCS.

Warren Zyla joins SpectraSite as the Director of Engineering
Services. Zyla most recently served as Director of Applications
Business Development at Scientific Atlanta, where he worked for
over six years. During his tenure at Scientific Atlanta, Zyla
was responsible for leading cross-functional teams for multiple
products through the stages of concept development to commercial
launch. Prior to joining Scientific Atlanta, Zyla worked for
Coopers & Lybrand LLP as a Senior Associate Consultant. Zyla's
experience includes managing multiple engineering development
and manufacturing programs and a team of over 100 employees.

Dixon and Zyla join a Collocation Operations management team
that includes a total of seven functional directors, all
reporting directly to Gerard Ainsztein, Vice President of
Collocation Operations. Ainsztein has been with SpectraSite for
more than two years. He leads a team of over 100 professionals,
with the collocation project teams, Engineering Services, Tower
Improvements and Real Estate Operations all under his direction.

"Teri and Warren round out a very strong, experienced management
team leading our collocation operations group," said Ainsztein.
"Teri has a long history in the site development business, and
has worked on behalf of several leading carriers. Her prior
experience in the region will add a lot of value to the entire
group."

Regarding Zyla, Ainsztein said, "Warren's years of experience in
project management and engineering make him the perfect fit for
our Engineering Services group. His leadership and foresight
will help us deliver even more personalized solutions for our
customers."

The Collocation Operations team also includes three other
regional collocation directors: James Bingham, Scott Lewis and
David Pierce. Bingham serves as Director of Collocation for the
Central region and has been with SpectraSite since 1999. Lewis,
who serves as Director of Collocation for the North region, has
worked at SpectraSite since 2000. Pierce is Director of
Collocation for the South region, and has also been with the
company since 2000.

Other functional group leaders within Collocation Operations
include Dan Rebeor and Tim Clark. Dan Rebeor serves as Director
of Real Estate Operations and has been with SpectraSite since
2001. Tim Clark serves as Director of Tower Improvements and has
worked with the company since 1998.

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: Turning to KPMG LLP for Auditing Services & Tax Advice
---------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates seek the Court's
authority to employ KPMG LLP, the U.S. member firm of KPMG
International, as accountants and tax advisors in these Chapter
11 proceedings, nunc pro tunc March 17, 2003.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New
York, states that KPMG has diverse experience and extensive
knowledge in the fields of accounting and taxation.  Since the
Debtors have employed KPMG for more than 15 years, the firm is
familiar with the books, records, financial information and
other data maintained by the Debtors and is qualified to
continue to provide accounting and tax advisory services in the
context of their reorganization proceedings.  The Debtors
believe that KPMG's experience and knowledge will be valuable in
their efforts to reorganize.

The Debtors want KPMG to render these services:

A. Accounting and Auditing Services

   -- Audits and reviews of the Debtors' financial statements as
      may be required from time to time;

   -- Analysis of accounting issues and advice to the Debtors'
      management regarding the proper accounting treatment of
      events;

   -- Assistance in the preparation and filing of the Debtors'
      financial statements and disclosure documents required by
      the Securities and Exchange Commission;

   -- Assistance in the preparation and filing of the Debtors'
      registration statements required by the SEC in relation to
      debt and equity offerings;

   -- Audits of the financial statements of the Debtors'
      employee benefit plans;

   -- Assistance with implementation of bankruptcy accounting
      procedures as required by generally accepted accounting
      principles, including, but not limited to, Statement of
      Position 90-7;

   -- Reports on management's assessments of internal controls
      over financial reporting as required by Section 404 of the
      Sarbanes-Oxley Act of 2002; and

   -- Reports on management's assessments of internal controls
      over financial reporting as required by Section 404 of the
      Sarbanes-Oxley Act of 2002.

B. Tax Advisory Services

   -- Review of and assistance in the preparation and filing of
      any tax returns;

   -- Advice and assistance to the Debtors regarding tax
      planning issues, including, but not limited to, assistance
      in estimating net operating loss carryforwards,
      international taxes, and state and local taxes;

   -- Assistance regarding transaction taxes, state and local
      sales and use taxes;

   -- Assistance regarding tax matters related to the Debtors'
      pension plans;

   -- Assistance regarding real and personal property tax
      matters, including, but not limited to, review of real and
      personal property tax records, negotiation of values with
      appraisal authorities, preparation and presentation of
      appeals to local taxing jurisdictions and assistance in
      litigation of property tax appeals;

   -- Assistance regarding any existing or future Internal
      Revenue Service, state and local tax examinations;

   -- Advice and assistance on the tax consequences of proposed
      plans of reorganization, including, but not limited to,
      assistance in the preparation of IRS ruling requests
      regarding the future tax consequences of alternative
      reorganization structures; and

   -- Other consulting, advice, research, planning or analysis
      regarding tax issues as may be requested from time to
      time.

The Debtors propose to compensate KPMG for its accounting and
tax advisory services in accordance with the firm's customary
hourly rates:

              Partners                     $450 - 750
              Directors/Senior Managers     325 - 550
              Managers                      275 - 450
              Senior/Staff Accountants      230 - 360
              Paraprofessionals              75 - 125

In the one-year period before the Petition Date, Mr. Garrity
discloses that KPMG received payments totaling $1,915,556 for
the professional services rendered in connection with accounting
and tax advisory services.  KPMG also received a $225,000
advance payment retainer from the Debtors for the services to be
provided in connection with the 2002 audit.  Of that retainer,
$53,361 has been applied to fees and expenses related to the
2002 audit, which were incurred prepetition.  According to Mr.
Garrity, any amounts from this retainer exceeding the
prepetition fees and expenses incurred will be held by KPMG and
applied against the postpetition fees and expenses, to the
extent allowed by the Court.  Mr. Garrity also notes that KPMG
holds a $19,818 prepetition claim against the Debtors, which it
has agreed to waive in full conditioned upon approval of the
Application.

Jacquelyn K. Daylor, Esq., a Certified Public Accountant and a
partner of KPMG, assures the Court that KPMG represents no
interest adverse to the Debtors with respect to the matters for
which the firm will be employed.  Accordingly, KPMG is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code. (Spiegel Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


TERRAQUEST ENERGY: Issuing 6.7 Million Flow-Through Shares
----------------------------------------------------------
Terraquest Energy Corporation has entered into an agreement to
issue, on a "bought deal" private placement basis, 6,666,666
flow-through common shares at a price of $0.30 per share, for
total gross proceeds of approximately $2,000,000. The proceeds
of the issue will be used to fund Terraquest's ongoing
exploration program in Alberta.

The flow-through common shares will be issued through Griffiths
McBurney & Partners. Closing of the issue is subject to
regulatory approval and is anticipated to occur on or about June
17, 2003. Terraquest has 55.6 million shares outstanding, prior
to this issue.

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

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


TITAN INT'L: Court Dismisses Shareholder Lawsuit against Company
----------------------------------------------------------------
Titan International, Inc. (NYSE: TWI) announced that the
Shareholder Derivative Lawsuit, Merrill Beck, et al. vs.
Maurice M. Taylor Jr., et al. and Titan International, Inc.,
Derivative Action No. 00-L-30, filed by three former United
Steelworkers of America of Local 164, who were on strike at the
time of the filing, June 20, 2000, was dismissed with prejudice
on May 30, 2003 by the Court. The San Diego law firm of Milberg,
Weiss, Bershad, Hynes & Lerach represented the Plaintiffs. The
Plaintiffs originally demanded over $400 million; the
significant Stipulation of Dismissal terms are highlighted
below.

     -- All claims asserted by Plaintiffs in this Litigation
        were dismissed with prejudice and each party to the
        Litigation shall bear its own costs, attorneys' fees,
        and litigation expenses.

     -- Milberg, Weiss, Bershad, Hynes & Lerach, L.L.P.,
        Cauley, Geller, Bowman, Coates & Rudman, L.L.P., and
        the David Danis Law Firm, P.C. ("Danis"), will not take
        any steps to represent any person against Titan or any
        member of the Titan Board of Directors involving matters
        related to Titan. Milberg Weiss agrees not to represent
        any stockholder, person or party in litigation against
        Titan in the future.

     -- Titan waived and released Milberg Weiss, Cauley Geller
        (formerly Cauley & Geller, L.L.P.), Danis (formerly
        Carey & Danis, L.L.C.), and Blickhan, Woodworth &
        Timmerwilke (formerly Lewis, Blickhan, Longlett
        & Timmerwilke), collectively, from any claims which
        Defendants could assert arising out of the institution
        of the Litigation, including relief under Illinois
        Supreme Court Rule 137 (Sanctions). Titan and Defendants
        release and waive all potential claims against the
        Released Persons related to Titan International, Inc.,
        et al. vs. George Becker, et al., Cause No. 00-CU-3257.
        This release does not apply to any person or party
        other than the Released Persons.

     -- The Released Persons warrant and represent that they
        have not indemnified or agreed to indemnify Plaintiffs
        of Intervenor in the Litigation of any of the defendants
        in the RICO Litigation as to any existing or potential
        claims by Titan or any member of the Board of Directors
        of Titan.

     -- All pending motions filed in the Litigation seeking
        sanctions, adverse findings of other relief are hereby
        withdrawn.

     -- Nothing in this Stipulation may be construed as evidence
        of a concession, waiver, and/or release of Titan's
        claims in the RICO Litigation that the shareholders'
        derivative Litigations was frivolous and/or objectively
        baseless. Titan expressly reserves its claims in the
        RICO Litigation that the Litigation was instituted for
        an improper purpose and is frivolous and/or objectively
        baseless.

Note: The three former United Steelworkers of America, Local 164
strikers, who were the original filing Plaintiffs, remain
defendants in the RICO Litigation.

For further information, please see Titan International, Inc.'s
Form 8-K filed with the Securities and Exchange Commission on
June 2, 2003.

Titan is a global supplier of mounted wheel and tire systems for
off-highway equipment used in agriculture,
earthmoving/construction, and consumer (i.e. all terrain
vehicles and trailers) applications. Titan has manufacturing
and distribution facilities worldwide.

As reported in Troubled Company Reporter's November 13, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Titan International Inc., to 'B-'
from 'B' due to depressed conditions in the company's end
markets and lack of visibility on the timing of a return to
profitability. The outlook is stable.

"The ratings reflect Titan's very weak operating results and
subpar credit protection measures, combined with its below-
average business profile as a manufacturer of steel wheels and
tires for off-highway vehicles," said Standard & Poor's credit
analyst Nancy C. Messer. Liquidity, however, remains adequate
for the near term.


TROLL COMMS: Seeks Nod to Use Cash Collateral and DIP Financing
---------------------------------------------------------------
Troll Communications LLC and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain Debtor-in-Possession Financing from their
prepetition lenders.

The Debtors intend to finance their ongoing business operations
through a combination of the use of cash collateral and
postpetition financing to be provided by PNC Bank, National
Association, as Agent and Lender, up to an aggregate amount of
$11 million.

The Debtors disclose the necessity of immediate use of their
lenders' cash collateral and postpetition financing to maintain
and finance their ongoing business operation in these chapter 11
cases. If the Debtors' cash is left unalleviated, the Debtors
may cease operations.

The Debtors acknowledge that as of the Petition Date, not less
that $9 million was outstanding as Prepetition Debt.  The
Prepetition Debt is secured by valid, binding, perfected
unavoidable and enforceable liens on the prepetition collateral
of the Lender.  Additionally, the Lender holds first priority,
properly perfected liens on, and security interests in
substantially all of the Debtors' assets.

The Debtors believe that the security interests asserted by Quad
Venture Partners SBIC LP; LLR Equity Partners, LP, and LLR
Equity Partners Parallel LP in the Debtors' assets are junior to
the Lender's security interests in those assets. The Debtors
further assert that the security interests asserted by Time
Direct Ventures, Inc., are not properly perfected and are
materially subordinated to those of the Lender.

The Debtors wish to use Cash Collateral and ask the Court to
authorize adequate protection to secured creditors asserting an
interest in such Cash Collateral.

The Debtors require the use of Cash Collateral to pay present
operating expenses, including payroll, and to pay vendors to
ensure a continued supply of goods and products essential to the
Debtors' continued viability.

The Debtors ordinary course operations generate Cash Collateral
through the collection of accounts receivable.  The Lender, Quad
Venture Partners LP, Quad Venture Partners SBIC LP; LLP Equity
Partners, LP, LLR Equity Partners Parallel LP, Time Direct
Ventures, Inc., and Fleet Capital Corporation assert security
interests in some or all of the Debtors' Cash Collateral.

In order to avoid immediate and irreparable harm to the Debtors'
estates pending a final hearing, the Debtors require the interim
use of Cash Collateral to pay, among other things, payroll,
utilities, taxes, insurance and other ordinary business costs
and expenses in accordance with the Budget (in $000's):

                           19-May  26-May   2-Jun
                           ------  ------   -----
   Cash Receipts             762     722      726
   Disbursements             806     582      925
   Ending Prepetition/     8,610   8,470    8,669
     DIP Loan Balance
   Collateral             10,490  10,300   10,030
     Availability

                            9-Jun  16-Jun  23-Jun  30-Jun
                            -----  ------  ------  ------
   Cash Receipts             661     602     502     501
   Disbursements             567     711     610     913
   Ending Prepetition/     8,575   8,683   8,791   9,203
     DIP Loan Balance
   Collateral              9,762   9,509   9,302   9,090
     Availability

The Debtors believe that the Lenders are adequately protected
for any cash collateral that the Debtors may use.  As adequate
protection, the Debtors are willing to grant replacement liens
in the Debtors' postpetition Cash Collateral, to the same
extent, priority and validity as their prepetition liens.  The
proposed replacement liens will provide sufficient adequate
protection to the respective secured creditors to prevent any
diminution in the value of their collateral.

Additionally, the Debtors wish to pursue a financial
restructuring, but cannot accomplish that goal without the use
of Cash Collateral and a source of additional funding.

As a result of arm's length negotiations, the Lender has agreed
to provide the Debtors with up to an aggregate principal amount
of $11 million -- inclusive of amounts currently advanced and
outstanding and the use of Cash Collateral.

The Postpetition Debt will mature and be paid in full by the
Debtors on the earliest of:

     a) the date on which the Lender provides written notice to
        the Debtors of the occurrence of an Event of Default;

     b) the date of the final hearing; and

     c) August 15, 2003.

The Debtors relate that they approached three institutions which
are knowledgeable about, and routinely involved in, financing
troubled companies and debtors-in-possession. Each institution
declined to provide financing on any terms, let alone funding on
terms more favorable than those proposed by the Lender.

Together with the use of Cash Collateral, the Debtors tell the
Court that the post-petition financing will provide them with
sufficient liquidity to survive the early stages of the chapter
11 process. In contrast, without the postpetition financing, the
Debtors may have little available cash, and effectively will be
denied any hope of reorganization.

Moreover, it is impossible for the Debtors to obtain post-
petition working capital financing solely on an unsecured basis,
pursuant to sections 364(a) or 364(b) of the Bankruptcy Code.
Rather, the circumstances of these cases require the Debtors to
obtain financing under Bankruptcy Code section 364(c) and
satisfy the requirements of such section.

The ability of the Debtors to obtain sufficient working capital
and liquidity through the incurrence of new indebtedness for
borrowed money and other financial accommodations is vital to
the Debtors. The preservation and maintenance of the going
concern value of the Debtors is integral to a successful
reorganization of the Debtors pursuant to the provisions of the
Bankruptcy Code.

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


TYCO INTERNATIONAL: Will Publish Q3 Results on July 29, 2003
------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, LSE: TYI, BSX: TYC) will be
reporting its third quarter results before the market opens on
Tuesday, July 29, 2003.  The Company will hold a conference call
for investors at 8:30 am EDT.  The call can be accessed in three
ways:

    At the following Web site:
         http://investors.tyco.com/medialist.cfm

         A replay of the call will be available through Tuesday,
         August 5, 2003 at the same Web site.

    By telephone dial-in with the capability to participate in
         the question and answer portion of the call.  The
         telephone dial-in number for the participants in the
         United States is: (888) 428-4480.  The telephone dial-
         in number for the participants in International
         locations is: (651) 291-5254. Due to capacity
         limitations on the part of our teleconference service
         provider, the number of lines available is limited.  If
         these lines have reached their limit, investors will
         need to call the "listen-only" number provided below.

    By telephone dial-in to participate in a "listen-only" mode.
         The telephone dial-in number for the participants in
         the United States is: (866) 254-5938.  The telephone
         dial-in number for the participants in International
         locations is: (612) 326-1008.  The participants' code
         for all callers is: 687288.  Investors who do not
         intend to ask questions should dial this number
         directly.

The replay is scheduled to be available at 3:30 pm on July 29,
2003 until 11:59 PM on August 5, 2003.  The dial-in numbers for
the replay are as follows: Domestic (U.S.) (800) 475-6701.
International: (320) 365-3844.  The replay access code for all
callers is: 687286.

Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services; and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in disposable medical products, plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.

Tyco International Ltd.'s December 31, 2002 balance sheet shows
a working capital deficit of about $3 billion.


UBIQUITEL INC: S&P Junks Corporate Credit Rating at CCC
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' corporate
credit rating to UbiquiTel Inc. and its wholly owned subsidiary,
UbiquiTel Operating Co.

In addition, Standard & Poor's assigned its 'CC' ratings to
UbiquiTel Operating's $48.2 million 14% senior discount notes
due May 15, 2010, and to the company's existing subordinated
discount debt. The outlook is developing. Developing means the
rating could be raised or lowered depending upon certain
conditions.

In addition, following the completion of the company's debt
exchange offer, Standard & Poor's raised the rating on UbiquiTel
Operating's $280 million senior secured credit facility to 'CCC'
from 'CC' and removed it from CreditWatch where it was placed on
Feb. 25, 2003. UbiquiTel Operating exchanged $48.2 million of
the new 14% senior discount notes and $9.6 million in cash for
$192.7 million accreted value of its 14% senior subordinated
discount notes due April 15, 2010.  The company has the option
to issue an additional $8 million of the 14% senior discount
notes.

Conshohocken, Pa.-based UbiquiTel is a Sprint PCS affiliate
providing wireless communications services to markets in the
western and Midwestern U.S. As of March 31, 2003, total debt
outstanding was about $399 million.

"The rating on UbiquiTel reflects its limited liquidity
position, high debt leverage, and increased competitive
pressures of the wireless industry," said Standard & Poor's
credit analyst Rosemarie Kalinowski. Although the exchange offer
results in $147 million in net debt reduction, debt to EBITDA is
not expected to decline to the 6x area until at least 2005.
EBITDA turned minimally positive in the first quarter of 2003.


UNITED AIRLINES: Port Authority Demands Payment of Admin. Claim
---------------------------------------------------------------
The Port Authority of New York and New Jersey, pursuant to
Section 503(b)(1) of the Bankruptcy Code, asks Judge Wedoff to
compel UAL Corporation and its debtor-affiliates to pay an
administrative expense claim for the fair rental value of the
Authority's properties that they used and occupied.

The Port Authority is landlord to UAL Corporation as a tenant
under a series of lease agreements for facilities at LaGuardia
Airport, John F. Kennedy International Airport and Newark
Liberty International Airport.  The Debtors are obligated to pay
rent on the first day of each month, but have not done so since
the Petition Date.  Erza I. Bialik, Esq., reports that the
Debtors owe $1,026,995 and this amount should be granted
administrative claim status and paid immediately. (United
Airlines Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


URSTADT BIDDLE: Fitch Rates $40-Million Preferred Offering at BB
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to a proposed offering
of $40 million 8.5% series C cumulative preferred securities by
Urstadt Biddle Properties Inc. (NYSE: UBA). Proceeds from the
offering will ultimately be used for future property
acquisitions and capital investment into the existing portfolio,
but, until these investment opportunities can be identified, the
proceeds will be invested near-term in highly liquid cash
equivalent securities. Fitch has also affirmed the 'BB' rating
on UBA's outstanding $15 million 8.99% series B cumulative
preferred securities. The Rating Outlook is Stable.

Fitch's ratings reflect UBA's relatively low leverage and strong
coverage ratios, well-seasoned and highly localized management
expertise and good asset quality. Additionally, Fitch recognizes
the solid earnings stability of the predominantly grocery-
anchored portfolio of neighborhood and community shopping
centers, most of which are located in the high-income and high-
barrier-to-entry suburban markets of Fairfield County,
Connecticut (42% of gross assets) and Westchester County, New
York (23%).

Primary rating concerns include UBA's significant geographic,
tenant and single-asset concentrations, all three of which
remain a function of the portfolio's relatively small $425
million size (undepreciated book capitalization pro forma the
proposed $40 million offering). Fitch believes that until UBA is
able to significantly grow the portfolio beyond current levels,
thereby improving overall property and tenant diversity, ratings
on preferred securities are likely to remain at the 'BB' level.
Nevertheless, given the management-intensive nature of strip
retail properties, Fitch regards the existing geographic
profile, with nearly 100% exposure to the Greater New York
metropolitan area, as appropriate in light of UBA's limited
resources.

Following the execution of the $40 million offering, UBA will
continue to exhibit stronger coverage and leverage ratios than
its comparably rated peer group. Assuming interim investment in
low-yielding, cash-equivalent securities, Fitch estimates fixed
charge coverage ratios to drop to 2.4 times (adjusted for
preferred distributions and capital expenditures) from the pre-
transaction 3.1x level. Once proceeds from the transaction are
fully deployed into internal and external real estate
investments as proposed, fixed charge coverage ratios are
expected to settle in the 2.6x-2.7x range. Debt leverage, which
UBA achieves entirely through the use of secured borrowing,
stands at a low 25% of undepreciated book capitalization and
encumbers only fourteen of UBA's 29 properties. Adding the
preferreds, leverage still represents a moderate 38% of
undepreciated book capitalization.

Formed in 1969, Urstadt Biddle is a Greenwich, Connecticut-based
equity real estate investment trust focused on the ownership,
management and redevelopment of neighborhood and community
shopping centers. The core portfolio consists of 20 retail
properties and five office properties, representing over 2.5
million square feet of commercial space. In addition, UBA owns
four other non-core properties located outside of the Northeast
awaiting opportunistic disposition.


US AIRWAYS: Delaying Initial Stock Distribution for 30 Days
-----------------------------------------------------------
US Airways Group, Inc., has reached an agreement with the unions
representing its employee groups to delay for 30 days the
June 1, 2003 vesting of the first portion of stock to be
distributed in accordance with the Company's restructuring.

The extension will allow the unions and the Company to explore
all available alternatives to distribute stock in a way that
will yield the best possible result for employees and other
shareholders.

US Airways emerged from Chapter 11 on March 31, 2003. Its
previous stock was cancelled as part of that process, and the
Company continues to explore all options as it prepares to
distribute the new stock to employees, unsecured creditors and
others participating in the Company's restructuring.


VALCOM INC: Unit Inks Multi-Year TV Deal with Paramount Pictures
----------------------------------------------------------------
ValCom, Inc. (OTC Bulletin Board: VACM) announced that the
Company's wholly owned subsidiary, Valencia Entertainment has
signed a multi-year deal with Paramount Pictures Corp. Paramount
Pictures will lease 8 of ValCom's owned/operated production
sound stages for the production of two of their television
shows, including their hit CBS series JAG, and its new spin off
series, NCIS. Paramount Pictures is a division of Viacom.

Vince Vellardita, Chief Executive Officer and President of
ValCom, said, "Adding to the well established relationship as
ValCom's client since 1997, we are very excited to announce this
long-term contract with Paramount Pictures. We are pleased to
continue to be the home base for Paramount's hit CBS show, 'JAG'
and thrilled their show has been renewed. This is a great
accomplishment for an Independent Studio in the Hollywood
Community to house two Prime Time television shows, and I am
very excited for the Company. This is a win-win situation that
exemplifies our commitment to offer our customers the best value
in leasing our studios and utilizing our equipment/camera rental
business, as well as our commitment to customer satisfaction. We
are very pleased to be a part of Paramount Pictures new TV
series, 'NCIS' a spin-off of 'JAG', starring three members of a
military criminal investigation unit played by Mark Harmon,
Michael Weatherly and David McCallum."

"Paramount Pictures and its hit CBS show, 'JAG' has been and
will continue to be a viable part of Valencia Entertainment.
Valencia believes that this relationship will bring significant
benefits to ValCom and its shareholders. We look forward to
continuing our long-term relationship with our valued motion
picture production client, Paramount Pictures. This contract
will benefit the Company by supporting its path to profitability
bringing in over $2 million annually from the leasing contract.
Upon exercising all options, this agreement could exceed $10
million over the course of a 5 year term," continued Vellardita.

The Belisarius Production team including JAG's Creator and
Executive Producer, Don Bellisario and Co-Executive Producer,
Charles Floyd Johnson, in association with Paramount Network
Television for CBS-TV, has called Valencia Entertainment their
home base for over 7 years.

Don Bellisario, acclaimed writer, producer and director has
brought his signature storytelling to the one-hour dramatic
adventure series JAG. Bellisario also gained notoriety as a
creator/producer of groundbreaking television series such as
"Magnum, P.I.", starring Tom Selleck, which won him an Edgar
Allen Poe writing award. Bellisario also garnered four Emmy
Award nominations for Outstanding Drama Series, "Quantum Leap",
starring Scott Bakula.

Charles Floyd Johnson is also currently the Executive Producer
of the two-hour THE ROCKFORD FILES movies for CBS/Universal
Studios. Mr. Johnson has three Emmy awards and seven Emmy
nominations. He was the Producer and later the Co-Executive
Producer of the hit series MAGNUM, P.I. Mr. Johnson graduated
from the Howard School of Law with a Juris Doctor degree, where
he served as Treasurer of the Law School Student Body
Association and member of the Howard Law Journal Staff.

Paramount Pictures has produced over 3,000 films and celebrated
its 90th anniversary in 2002. In 1994, Paramount merged with
Viacom Inc, a leading global media company, with superior
positions in broadcast and cable television, radio, outdoor
advertising, and online. Today, Paramount Pictures, together
with Paramount Television, CBS Television, Simon & Schuster
Publishing, MTV Networks, Showtime Networks, Infinity, BET, UPN,
Paramount Parks and Blockbuster Entertainment comprise Viacom
Inc., one of the world's largest entertainment and media
companies, and a leader in the creation, promotion, and
distribution of entertainment, news, sports, and music. For
additional information visit http://www.paramountpictures.com/

Based in Valencia, California, ValCom, Inc. is a diversified and
vertically integrated, independent entertainment company.
ValCom, Inc. through its operating divisions and subsidiaries
plans to create and operate full service facilities that
accommodate film, television and commercial productions with its
four divisions that are comprised of: studio, film and
television, camera/equipment rentals, and broadcast television
ownership. The Company owns/operates 12 acres of land and
approximately 200,000 square feet of commercial building space
with 12 film and television production sound stages. ValCom's
equipment/camera and personnel rental business, Half-day Video,
is a leading competitor in the Hollywood community. The Company
and its partnership operate ValCom Broadcasting KVPS-TV Channel
8 in Palm Springs, CA. For additional information visit
http://www.valcom.tv

As reported in Troubled Company Reporter's April 11, 2003
edition, ValCom, Inc., and subsidiaries, formerly SBI
Communications, Inc., was originally organized in the State of
Utah on September 23, 1983, under the corporate name of Alpine
Survival Products, Inc.  Its name was subsequently changed to
Supermin, Inc., on November 20, 1985.  On September 29,1986,
Satellite Bingo, Inc.  became the surviving corporate entity in
a statutory merger with Supermin, Inc.  In connection with the
above merger, the former shareholders of Satellite Bingo, Inc.
acquired control of the merged entity and changed the corporate
name to Satellite Bingo, Inc.  On January 1, 1993, the Company
executed a plan of merger that effectively changed the Company's
state of domicile from Utah to Delaware. Through shareholder
approval dated March 10, 1998, the name was changed to SBI
Communications, Inc.

In October 2000, the Company was issued 7,570,997 shares by SBI
for 100% of the shares outstanding in  Valencia Entertainment
International, LLC , a California limited liability company.
This acquisition was  accounted for as a reverse acquisition
merger with VEI as the surviving entity. The corporate name was
changed to ValCom, Inc. effective March 21, 2001.  The Company
is a diversified entertainment company.

The Company had a net loss of $776,726 and a negative cash flow
from operations of $376,342 for the three months ended
December 31, 2002, and a working capital deficiency of
$1,070,305 and an accumulated deficit of $8,902,916 at
December 31, 2002, respectively. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


WEIRTON STEEL: US Trustee Appoints Official Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region Four, acting pursuant to 11
U.S.C. Sec. 1102, appointed a six-member Official Committee of
Unsecured Creditors in Weirton Steel's chapter 11 case.  Those
six members are:

      Thomas Moskie, V.P.
      DEUTSCHE BANK TRUST COMPANIES
      280 Park Avenue
      New York, NY 10017
      Telephone 212-454-4369
      Fax 212-454-2359
      E-mail: thomas.moskie@db.com
              stan.burg@db.com
              igoldste@llgm.com

      Eric Yaszemski
      HENKEL CORP.
      2200 Renaissance Blvd.
      Gulph Mills, PA 19406
      Telephone 610-239-1517
      Fax 610-239-1516
      E-mail: eric.yaszemski@hstna.com
              glenn.young@henkel-americas.com

      Leon Z. Heller, V.P., General Counsel & Secretary
      INTERNATIONAL MILL SERVICE, INC.
      1155 Business Park Center Drive
      Horsham, PA 19044
      Telephone 215-956-5636
      Fax 215-956-5415
      E-Mail: l.heller@enso.net

      Karen D. Sharp, Financial Analyst
      PENSION BENEFIT GUARANTY CORPORATION
      1200 K Street, N.W., Suite 270
      Washington, DC 20005-4026
      Telephone 202-326-4070
      Fax 202-842-2643
      E-Mail: sharp.karen@pbgc.gov
              gadre.ajit@pbgc.gov
              menke.john@pbgc.gov
              brickhouse.gennice@pbcg.gov

      Morton R. Branzburg, Esq.
      SOLID WASTE SERVICES, INC., dba J.P. MASCARO
      c/o Morton R. Branzburg, Esq.
      Klehr, Harrison, Harvey, Branzburg & Ellers LLP
      260 S. Broad Street, Suite 400
      Philadelphia, PA 19102-5003
      Telephone 215-569-3007
      Fax 215-568-6603
      E-Mail: mbranzburg@klehr.com

      Lisa Watson
      ALLEGHENY POWER
      800 Cabin Hill Drive
      Greensburg, PA 15601
      Telephone 304-367-3170

R. Michael Umberger is the Bankruptcy Analyst at the Office of
the U.S. Trustee assigned to Weirton's chapter 11 case. (Weirton
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WESTPOINT STEVENS: Ratings Dive to 'D' in Wake of Bankruptcy
------------------------------------------------------------
Standard & Poor's Ratings Services lowered the long-term
corporate credit rating on Atlanta, Ga.-based textiles
manufacturer WestPoint Stevens Inc. to 'D' from 'CCC'.

At the same time, the senior unsecured debt rating was also
lowered to 'D' from 'CC'. The ratings were removed from
CreditWatch, where they were placed on April 4, 2003. About $1.6
billion of debt was outstanding at Dec. 31, 2002.

"The rating actions are a result of the company's announcement
that it and certain of its U.S. affiliates and subsidiaries,
including WestPoint Stevens Inc. I, WestPoint Stevens Stores,
Inc., J.P. Stevens & Co., and J.P. Stevens Enterprises, filed
voluntary petitions under Chapter 11 of the U.S. bankruptcy code
on June 2, 2003," said Standard & Poor's credit analyst Susan
Ding. The company's Canadian and European subsidiaries did not
file for reorganization.

In conjunction with its filing, the company also announced it
has arranged commitments for up to $300 million in debtor-in-
possession financing, subject to bankruptcy court approval.

WestPoint Stevens is a home fashions consumer products company
with a line of company-owned and licensed brands for the bedroom
and bathroom. The company is a vertically integrated
manufacturer of bed linens, towels, and other accessories sold
in retail outlets. WestPoint Stevens' products are marketed
under the well-known brand names of Martex, Grand Patrician,
Vellux, Stevens, and Lady Pepperell, and under licensed brands
including Ralph Lauren Home Collection.


WESTPOINT STEVENS: Fitch Lowers $1B Senior Notes Rating to 'D'
--------------------------------------------------------------
Fitch Ratings has lowered the rating of WestPoint Stevens' $1
billion of senior notes to 'D' from 'CC' following the company's
announcement that it has filed under Chapter 11 of the U.S.
Bankruptcy Code.

The rating reflects the expectation that noteholders will have a
limited recovery, given that they are subordinated to a $667
million secured bank facility, a $165 million second lien
facility, and a $160 million receivables securitization
facility. Fitch will withdraw the rating after 30 days
consistent with its policy on defaulted/bankrupt credits with
limited market interest.


WESTPOINT STEVENS: Reaches Fin'l Workout Pact with Noteholders
--------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) --
http://www.westpointstevens.com-- has reached an agreement in
principle with the holders of a majority of its unsecured debt
on the terms of a financial restructuring that will be
implemented through a filing under Chapter 11 of the U.S.
Bankruptcy Code. The Company said that the Chapter 11 process
will help it to significantly reduce debt, return the Company to
profitability and enable it to compete more effectively for the
long term. The Company filed its petition with the U.S.
Bankruptcy Court for the Southern District of New York. The
filing entities are: WestPoint Stevens Inc., WestPoint Stevens
Inc. I, WestPoint Stevens Stores Inc., J.P. Stevens & Co. and
J.P. Stevens Enterprises. The Company's Canadian and European
subsidiaries did not file for reorganization and normal
operations continue.

While the agreement in principle is subject to certain
conditions, including reaching an agreement with the Company's
bank lenders and submission of a Chapter 11 plan and disclosure
statement, the Company expects the agreement in principle to
result in an expedited reorganization process.

As part of the agreement, the Company's current chief executive,
Holcombe T. Green, Jr., has agreed to resign and additional
independent members will be added to the Company's board of
directors. The Company's board of directors has selected M.L.
(Chip) Fontenot, the Company's current President and Chief
Operating Officer, to take on the additional role of interim
Chief Executive Officer once the bankruptcy court approves Mr.
Green's severance arrangements.

"The filing does not change our top priority which is to
continue to supply our customers with innovative home fashions
products," said Mr. Fontenot. "Ultimately, the restructuring of
our balance sheet will enable us to serve our customers more
effectively and better leverage our well known brands and
licenses and leading distribution capabilities."

In conjunction with its filing, the Company has arranged
commitments for up to $300 million in debtor-in-possession
financing from a group of banks led by Bank of America and
Wachovia. Combined with normal cash flow, the DIP financing
provides liquidity to continue normal operations. WestPoint
Stevens will pay post-petition vendors in the normal course of
business and has requested and expects to receive court
permission to continue to pay employee salaries, wages and
benefits as usual.

Mr. Fontenot continued, "We are committed to complete our
financial restructuring as quickly as possible to preserve and
enhance value for the business and our stakeholders. While the
decision to reorganize was difficult and we deeply regret any
adverse impact on our stakeholders, it gives us the opportunity
to address crucial financial issues while ensuring that all of
our normal business operations continue."

Under the terms of the agreement in principle, the Company's
current common stock will be extinguished.

The Company has retained Rothschild Inc. as financial advisors.
Weil, Gotshal & Manges LLP is the Company's restructuring
counsel.

The case numbers for the Company's filings in the U.S.
Bankruptcy Court for the Southern District of New York are:

     WestPoint Stevens Inc. 03-13532
     WestPoint Stevens Inc. I 03-13533
     J.P. Stevens & Co., Inc. 03-13534
     J.P. Stevens Enterprises, Inc. 03-13535
     WestPoint Stevens Stores Inc. 03-13536

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, SEDUCTION, VELLUX and CHATHAM -- all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries
-- and under licensed brands including RALPH LAUREN HOME, DISNEY
HOME, GLYNDA TURLEY and SIMMONS BEAUTYREST. WestPoint Stevens is
also a manufacturer of the MARTHA STEWART and JOE BOXER bed and
bath lines. WestPoint Stevens can be found on the World Wide Web
at http://www.westpointstevens.com


WORLDCOM INC: Request for Chapter 11 Trustee Appointment Nixed
--------------------------------------------------------------
By separate motions, HSBC Bank USA Inc., Deutsche Bank
Securities Inc., Wilmington Trust Company, ICORE
Telecommunications Providers Group, joins in the motion of the
dissenting MCI bondholders to appoint a limited purpose Chapter
11 Trustee for MCI Communications Corporation and its
subsidiaries, and joins in discovery requested in support of the
Trustee Motion.

HSBC further requests that this Court order the appointment of a
separate official committee of the creditors of MCI and its
debtor subsidiaries.  The appointment of an MCI Creditors
Committee is necessary to assure adequate representation of all
MCI creditor constituents in these bankruptcy proceedings, which
has thus far been denied.

Tina Biehold Moss, Esq., at Pryor Cashman Sherman & Flynn LLP,
in New York, tells the Court that it cannot be disputed that
this is one of the largest and most complex bankruptcy cases
ever filed, and that the filing was precipitated by fraud of
tremendous magnitude.  Furthermore, it is now apparent that a
principal issue to be determined by this Court in connection
with the Debtors' proposed Plan of Reorganization is that of the
appropriateness of substantive consolidation of the Debtors'
estates, in conjunction with the underlying issue of alleged
unsupported inter-company claims of one trillion dollars.  This
is essential because the Debtors collectively propose to utilize
the assets of the MCI debtors to pay claims asserted against the
other debtors without first paying -- in full -- the claims of
MCI's creditors.

Ms. Moss notes that these cases have thus far been dominated by
parties motivated to further the interests of the WorldCom and
Intermedia creditors.  MCI, however, has no separate fiduciary
to assure that its assets are maximized for its creditors.  MCI
has no separate board of directors, no separate advisors charged
with representing its unique interests, and no separate
creditors committee to protect the rights of MCI creditors in
these cases. As a result, the creditors of MCI have been
effectively disenfranchised.  See In re Dow Corning Corp., 194
B.R. 121, 142 (Bankr. E.D.Mich 1996), rev'd on other grounds,
212 B.R. 258 (E.D.Mich. 1997) (citing In re Sharon Steel Corp.,
100 B.R. 767, 779 (Bankr. W.D.Pa. 1989); In re Saxon Indus., 39
B.R. 945, 947 (Bankr. S.D.N.Y. 1984)) (where committee is so
dominated by one group of creditors that a separate group has
virtually no say in the decision-making process, court looks to
see whether conflicts of interest on the committee effectively
disenfranchise particular groups of creditors).

Given the Official Committee' s apparent determination to
support the Debtors in their efforts to confirm a Plan that
ignores the structural superiority of MCI creditors, and which
utterly fails to account for unsupported intercompany claims of
such an enormous magnitude, a separate official committee is
required to ensure that there is adequate representation of MCI
creditor interests in these cases.

                           Objections

(1) Debtors

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that on April 14, 2003, after months of
investigation and analysis and weeks of intense negotiations
with the statutory committee of unsecured creditors appointed in
these cases and representatives of every major creditor
constituency, the Debtors filed a proposed joint plan of
reorganization which provides for, inter alia:

    (i) the substantive consolidation of substantially all of
        the Debtors;

   (ii) the compromise and settlement with the holders of senior
        notes issued by MCI Communications Corporation of claims
        relating to the appropriateness of substantive
        consolidation; and

  (iii) the compromise and settlement with the holders of senior
        and subordinated notes issued by Intermedia
        Communications Inc. of claims relating to the validity,
        enforceability, and priority of the intercompany note
        issued by WorldCom, Inc. to Intermedia on July 1, 2001.

Dissatisfied with the distributions that they will receive under
the Proposed Plan, Ms. Goldstein notes that certain groups of
discontented creditors -- consisting primarily of claims traders
and holders of out-of-the-money subordinated MCI bonds and
preferred stock -- have requested the appointment of a "limited
purpose" trustee or examiner to investigate the very objections
that Movants have already determined to assert to the Proposed
Plan.  Notwithstanding numerous statements by the Debtors over
the past several months that they intended to file a plan of
reorganization not later than mid-April, the Trustee Motions
were filed only after the Debtors filed the Proposed Plan.
Movants know there was nothing wrong with the "process"; they
simply dislike the "result."  The Trustee Motions are nothing
more than an improper test run for Movants' already formulated
objections to the Proposed Plan.

As best we can tell from the florid language of the Trustee
Motions, Movants complain that the Proposed Plan itself
represents some overriding abuse of fiduciary duty owed by
Debtors to the creditors of MCI and its subsidiaries, and that
this abuse may only be remedied through the appointment of a
trustee.  Ms. Goldstein points out that there are at least two
fundamental, fatal defects in this argument -- one legal, one
factual.  First, as a matter of law, the Trustee Motions are no
more than premature objections to the Proposed Plan.  Movants
say they do not want to litigate their plan objections on this
motion; yet that is precisely what they do.  Second, as a matter
of indisputable fact, the Debtors and their professionals, in
close coordination with the Creditors' Committee, have
investigated, analyzed, and properly compromised the issues
surrounding intercompany claims and the effects of substantive
consolidation.

Ms. Goldstein tells the Court that the Debtors have gone to
extraordinary lengths to cleanse their Board of Directors and
senior management from any taint associated with the prepetition
accounting improprieties that triggered the filing of these
Chapter 11 cases and have cooperated fully with the oversight
and investigations of the SEC, the U.S. Trustee, the District
Court-appointed Corporate Monitor, the Examiner appointed by
this Court, and the Special Investigative Committee of the Board
of Directors.  The Debtors and their professionals have
evaluated the issues impacting on substantive consolidation,
including a review of the scope, categories, and issues relating
to the identification and potential enforceability of
intercompany claims, and have provided unfettered access to all
relevant information to all creditor constituencies that sought
to conduct similar analyses.  Finally, the Debtors have
vigorously negotiated the terms of the Proposed Plan and the
compromises and settlements embodied with representatives of all
creditor constituencies.  As a result, the Proposed Plan
recognizes the historical operation of the Debtors' businesses
as an integrated enterprise, provides for the substantive
consolidation of substantially all of the Debtors and the
elimination of more than one trillion dollars of irreconcilable
intercompany claims, is supported by creditors representing more
than 90% of the Debtors' creditors, and is in the best interests
of the estates and all of their creditors.

The Debtors, in the exercise of their business judgment, have
repeatedly emphasized to all creditor constituencies that a
quick emergence from bankruptcy by way of a consensual plan of
reorganization would best preserve the Debtors' competitive
position and value for all creditors.  Ms. Goldstein believes
that the appointment of a trustee now to "investigate" matters
that the Debtors and the Creditors' Committee have already
looked at for months will only serve to delay these proceedings,
with enormous damage to Debtors.  At the end of this delay, we
will end up in the same position the Court already confronts:
opposition to the Proposed Plan by a dissatisfied group of
professional claims traders who are unhappy with the deal struck
by their representatives on the Creditors Committee.  But the
time and place for their objections is at the plan confirmation
stage, and not through a tactical motion for appointment of a
trustee.

In sum, the ipse dixit offered by the Movants that the Proposed
Plan is prejudicial to the creditors of MCI and that the Debtors
have breached their fiduciary duties is without merit and
insufficient to support the extraordinary relief they seek.
Accordingly, Ms. Goldstein asserts that the Trustee Motions
should be denied in all respects.

(2) Official Committee Of Unsecured Creditors

Relying on innuendo, hyperbole and not burdened by the facts,
the Movants seek the appointment of a Chapter 11 trustee for MCI
Communications Corporation and its subsidiaries.  But the
Motions fail to establish, either legally or factually, the
prerequisites to warrant the extraordinary relief.

Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, informs the Court that the Movants consist of two
so-called "ad hoc" groups of creditors -- one consisting of 21
acquirors of $273,000,000 of MCI trade claims purchased at deep
discounts after the filing of the Debtors' Chapter 11 cases, the
other consisting of 10 acquirors of $244,000,000 of MCI
preferred stock/subordinated debt also purchased at steep
discounts postpetition -- who want to threaten or at least hold
hostage the final stages of WorldCom's phenomenal restructuring
efforts. Why?  The sole reason motivating these creditors,
holding 1.4% of the Debtors' total prepetition debt, is that
they are unhappy with their respective postpetition investment
decisions.  Yet, this small group of creditors has no reluctance
to prejudice the Debtors' restructuring efforts, threaten to
derail the enormous progress new management has made with its
customers and suppliers, or jeopardize the livelihood of tens of
thousands of employees by seeking the appointment of trustee who
by definition would displace management at the MCI Debtors.  The
timing of the Motions, on the eve of the hearing to consider the
adequacy of the disclosure statement, belies any concerns that
these groups claim to have regarding an alleged abdication of
the Debtors' fiduciary duties.

In their Motions, the Movants claim that no independent
fiduciary protected the interests of MCI creditors and that the
Debtors ceded control over the plan process by the Debtors to
certain large bondholders.  The Movants further make additional
allegations regarding the impropriety of the Debtors' plan of
reorganization and the embodied settlements.  Although the
Movants acknowledge that their plan objections are not yet
before this Court, the Movants spend the bulk of their pleadings
asserting objections to plan-related issues.

Mr. Golden tells the Court that the Movants' allegations are not
grounds to appoint a Chapter 11 trustee in these cases.  The
Debtors tirelessly worked to acquit their fiduciary duties to
the estates and creditors throughout these cases:

  -- Under the guidance of Nicholas deB Katzenbach, former
     Attorney General of the United States (and independent
     Board member), and William McLucas (counsel to the special
     committee of the Board), the former head of enforcement at
     the Securities and Exchange Commission, the Debtors
     investigated the prepetition accounting and financial
     incongruities.

  -- In order to divest management of the taint of the fraud
     participants, the Debtors, with the active involvement of
     the Official Creditors' Committee, hired:

     a) an independent chief executive officer, Michael
        Capellas, an executive with over 20 years experience;
        and

     b) an independent chief financial officer, Robert Blakely,
        an executive with over 30 years experience.

  -- The Debtors replaced the entire prepetition Board of
     Directors so that today it consists of Nicholas deB
     Katzenbach, Dennis Beresford, C.B. Rodgers, Jr. and Michael
     Capellas.

  -- The Debtors are evaluating their internal accounting and
     control structure and policies.

  -- The Debtors resolved, in part, the enforcement action of
     the SEC and, as part of that settlement, agreed:

     a) not to violate securities laws in the future,

     b) to provide training and education to its senior
        operational officers and financial reporting personnel
        to minimize the possibility of future violations, and

     c) to conduct a review of the effectiveness of its internal
        accounting control structure and policies.

  -- Following consideration of a report of the Board's special
     committee, Richard C. Breeden, the corporate monitor
     appointed by the United States District Court of the
     Southern District of New York, will submit recommendations
     concerning the Debtors' on-going corporate governance and
     ethics policies.

  -- The Debtors, together with the Corporate Monitor, are
     revamping their corporate governance practices to adhere to
     best practices.

  -- Beginning in January 2003, the Debtors adopted and
     implemented a 100-day initiative which outlined their major
     reorganization projects, including:

     a) launching new consumer and business products and
        services;

     b) aggressively addressing the small- to medium-sized
        business market;

     c) implementing cost reduction plans;

     d) implementing additional corporate integrity initiatives
        including having a new corporate leadership structure
        whereby the Debtors' business market and mass market
        sales, international operations, strategy and marketing
        operations and technology, human resources, finance,
        accounting and legal functions all would report directly
        to the chief executive officer;

     e) preparing one-year and three-year business plans; and

     f) negotiating and filing a plan of reorganization.

The culmination of the 100-Day Initiative was the filing of the
Debtors' plan of reorganization on April 14, 2003.

Meanwhile, as the Debtors worked during the 100-Day Initiative,
it became clear that the nearly $1,000,000,000,000 of
intercompany balances among the Debtor subsidiaries needed to be
analyzed in order to fully understand how best to allocate
recoveries among the various creditors of the Debtors.  This
massive project required the identification of counterparties to
over 25 million separate transactions, the creation of a mapping
of over 500 general ledger companies to corresponding over 200
legal entities, and a roll-up of various parent/subsidiary
relationships.

Working in concert with the Debtors' professionals, finance, tax
and remaining accounting personnel, the Official Creditors'
Committee's forensic accountant, Mr. Golden reports that FTI
Consulting, Inc., spent thousands of hours identifying and
mapping these complicated intercompany balances.  FTI
accountants continually consulted with the Debtors to ensure
that their methodology in identifying intercompany transactions
and balances and mapping general ledger companies to legal
entities was consistent with the Debtors' internal and
historical finance and tax analyses.  As a result of this
collaboration, FTI produced a matrix to summarize this
information to the extent possible at the time.  In addition,
FTI completed three reports which were shared with the Debtors
and major creditor constituents.

However, Mr. Golden tells the Court that the Debtors had never
maintained their records on a legal entity basis and, thus, had
never summarized the intercompany balances among the
subsidiaries.  On information and belief, because the Debtors'
prior management managed the businesses along product lines
which encompass or cross legal entities, internal controls for
properly recording activity by separate legal entity have never
been in place and intercompany balances were thus not a focus of
management review or control.  Intercompany accounts were also
not reconciled on a legal entity basis.  In addition, the
restatements being made due to previous management's fraudulent
activity have led to questions regarding the accuracy of the
recording of information on a legal entity basis, including
intercompany balances.  Also, the Debtors had terminated many of
those in management who understood the nature of these balances
and the underlying transactions.  Consequently, the intercompany
matrix produced by FTI, although incomplete, is as reliable,
thorough and complete a work product that was possible under the
circumstances.

Mr. Golden explains that this matrix formed the foundation for a
"distribution model" built by Houlihan Lokey Howard & Zukin, the
Official Creditors' Committee's financial advisor.  The recovery
model was used by the Debtors, the Official Creditors' Committee
and other parties-in-interest to analyze the impact of numerous
variables on various creditor recovery scenarios.  In turn,
these constituents were able to run various scenarios to analyze
various legal and factual issues and assess their impact on
potential recoveries.

As the end of the 100-Day Initiative approached, the Debtors
utilized the FTI matrix and Houlihan Lokey model to negotiate
with major creditor constituencies.  As the Plan proponent, the
Debtors proposed and evaluated all permutations for the
allocation of value and compromises embodied in the Plan based
upon their own internal evaluation of the complex legal issues
and facts set forth in FTI's reports.

Consistent with their fiduciary responsibilities, Mr. Golden
relates that the Debtors ultimately proposed a plan that the
Debtors and their estates believe is appropriate and equitable
to all creditor constituencies in light of all the surrounding
facts and circumstances.  The Plan and the economic settlements
are supported by the Official Creditors' Committee and other
major constituents representing in excess of 90% of the claims
against the Debtors.

In addition, the Debtors and the Official Creditors' Committee
met monthly to discuss the financial performance of the Debtors'
businesses, the one- and three-year business plans, the
administration of these cases, potential causes of action, the
SEC and regulatory matters, parameters of a plan of
reorganization and the resolution of these cases.  Each action
by the Debtors fully acquitted their fiduciary obligations to
all creditors.

Further, the Official Creditors' Committee, the statutory
fiduciary representative of all creditors, was intimately
involved in analyzing and commenting on the Debtors' various
initiatives to revitalize and rehabilitate the Debtors in order
to maximize value.  The Official Creditors' Committee also
independently investigated the intercompany claims and provided
information to all major creditor groups.  The Plan negotiation
process that subsequently ensued allowed each major creditor
group to negotiate with the Debtors directly with the same
universe of information.

Mr. Golden asserts that the Motions fail to present clear and
convincing evidence necessary to warrant a Chapter 11 trustee
when the Debtors clearly acquitted their fiduciary
responsibilities.  Similarly, there is no need for a second
examiner to be appointed in these cases.  As this Court has in
the past and must again recognize, an examiner need not be
appointed when the sole purpose is for the tactical advantage of
one party at the expense of others.

                           *   *   *

There will be no MCI Chapter 11 Trustee, Judge Gonzalez rules.
The Debtors Disclosure Statement, subject to amendments to
resolve objections, is approved and is going out to creditors
for a vote.  Judge Gonzalez will begin the Confirmation Hearing
on August 25 and it will continue from one day to the next until
WorldCom's plan is confirmed because the Plan complies with the
13 tests set forth in 11 U.S.C. Sec. 1129 or the Court rules
that it fails one of those tests and can't be confirmed.
(Worldcom Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


W.R. GRACE: IRS Proposes $114MM Tax Adjustments for 1993-1996
-------------------------------------------------------------
W.R. Grace & Co., has received the examination report from the
Internal Revenue Service on tax periods 1993 through 1996
asserting, in the aggregate, approximately $114,000,000 of
proposed tax adjustments.  The most significant contested issue
addressed in the report concerns corporate-owned life insurance
policies. Other proposed IRS tax adjustments include Grace's tax
position regarding research and development credits, reporting
of certain divestitures and other miscellaneous proposed
adjustments.

The tax audit for the 1993 through 1996 tax period is under the
jurisdiction of IRS Appeals, where Grace has filed a protest.
Grace's federal tax returns covering periods 1997 and forward
are either under examination by the IRS or open for future
examination.  Grace believes that the expected impact of
probable tax return adjustments would not have a material effect
on Grace's financial statements.  Any cash payment would be
subject to Grace's Chapter 11 proceedings.

                         The COLI Policies

In 1988 and 1990, Grace acquired COLI policies on the lives of
certain of its employees as part of a strategy to fund the cost
of postretirement employee health care benefits and other long-
term liabilities.  COLI premiums have been funded in part by
loans issued against the cash surrender value of the COLI
policies.  The IRS is challenging deductions of interest on
loans secured by COLI policies for years prior to 1999.  In
2000, Grace paid $21.2 million of tax and interest related to
this issue for tax years 1990 through 1992.  Subsequent to 1992,
Grace deducted approximately $163.2 million in interest
attributable to COLI policy loans.

Although Grace continues to believe that the deductions were
legitimate, the IRS has successfully challenged interest
deductions claimed by other corporations with respect to broad-
based COLI policies in three out of four litigated cases.  Given
the level of IRS success in COLI cases, Grace requested and was
granted early referral to the IRS Office of Appeals for
consideration of possible settlement alternatives of the COLI
interest deduction issue.

On September 23, 2002, Grace asked the Bankruptcy Court for
authority to enter into a settlement agreement with the IRS with
respect to Grace's COLI interest deductions.  The tax years in
that settlement are 1989 through 1998.

Grace has accrued for the potential tax and interest liability
related to the disallowance of all COLI interest deductions and
continues to accrue interest as part of its quarterly income tax
provision.  On October 22, 2002, the Bankruptcy Court issued an
order authorizing Grace to enter into settlement discussions
with the IRS and ordered that any final agreement would be
subject to Bankruptcy Court approval.  Grace is currently in
negotiations with the IRS concerning the proposed settlement,
and the possible termination of the COLI policies.

                  Additional FICA Assessments

The IRS has assessed additional federal income tax withholding
and Federal Insurance Contributions Act taxes plus interest and
related penalties for calendar years 1993 through 1995 against a
Grace subsidiary that formerly operated a temporary staffing
business for nurses and other health care personnel.  The
assessments, aggregating $21.8 million, were made in connection
with a meal and incidental expense per diem plan for traveling
health care personnel, which was in effect through 1999.  The
IRS contends that certain per diem reimbursements should have
been treated as wages subject to employment taxes and federal
income tax withholding.

Grace contends that its per diem and expense allowance plans
were in accordance with statutory and regulatory requirements,
as well as other published guidance from the IRS.  Grace expects
that the IRS will make additional assessments for the 1996
through 1999 periods.   The matter is currently pending in the
United States Court of Claims.  Grace is currently in
discussions with the Department of Justice concerning possible
settlement options. (W.R. Grace Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


XCEL ENERGY: Will Redeem Outstanding 8-3/4% First Mortgage Bonds
----------------------------------------------------------------
Public Service Company of Colorado, a subsidiary of Xcel Energy
(NYSE:XEL), announced that on June 30, 2003 it will redeem all
of its outstanding 8-3/4% First Mortgage Bonds, approximately
$145 million, due March 1, 2022, at a redemption price of 100%
of the principal amount, plus a call premium of 3.76%, plus
accrued interest of $28.92 per principal amount of $1000. This
action follows the announcement of a redemption of all
outstanding 7.60% Trust Originated Preferred Securities issued
by PSCO Capital Trust I.

Until a permanent financing is put in place at PSCo, the
redemptions will be funded from a new $300 million, short-term
credit facility from KeyBank that is expected to close later
this month, cash on hand and an existing $350 million credit
facility. "PSCo intends to issue permanent financing of about
$575 million later this summer to pay off the KeyBank facility
and reduce drawings on the bank line," according to Ben Fowke,
vice president finance and treasurer.

"Over the past several months we have taken a number of actions
to improve liquidity, increase flexibility and reduce financing
costs," Fowke said.

In March 2003, PSCo issued $250 million of First Collateral
Trust Bonds at an interest rate of 4.875%. In May 2003, the
company put in place new bank facilities of $350 million at PSCo
and $275 million at Northern States Power Company-Minnesota
(NSP-Minnesota) that replace facilities maturing in June and
August. "These latest actions continue along that path of
financing proactively in this low interest rate environment,"
Fowke said.

In June 2003 the company intends to increase liquidity at Xcel
Energy by raising approximately $200 million of permanent
financing. Proceeds will be used to reduce draws against the
existing $400 million bank line.

"Additionally, we are contemplating other financial transactions
at the operating companies," Fowke said. "We have identified
high coupon debt or trust preferred securities that are
candidates for early redemption at NSP-Minnesota, NSP-Wisconsin
and Southwestern Public Service, in this low interest rate
environment."

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


* Meetings, Conferences and Seminars
------------------------------------
June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
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June 5-8, 2003
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      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
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June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
         Restructuring Troubled Companies
            The Fairmont Hotel Chicago
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                        ram@ballistic.com

June 23 and 24, 2003
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      Investment Banking Program
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            Contact: 1-703-739-0800 or http://www.abiworld.org

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

July 10-12, 2003
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      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
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July 30-Aug. 2, 2003
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July 31, 2003
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      Bankruptcy and Financial Reorganization Conference
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September 18-21, 2003
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      Southwest Bankruptcy Conference
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September 12, 2003
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      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
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October 2-3, 2003
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         Hilton London Green Park
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October 10 and 11, 2003
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      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
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October 15-18, 2003
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      Seventy Sixth Annual Meeting
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October 16-17, 2003
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November 12-14, 2003
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      Litigation Skills Symposium
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December 3-7, 2003
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      Winter Leadership Conference
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February 5-7, 2004
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      Rocky Mountain Bankruptcy Conference
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April 29-May 1, 2004
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      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
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         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

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